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 this Quarterly Report on Form 10-Q as well as our audited
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 2019 Form 10-K.
(Throughout this discussion and analysis, dollars are in millions and shares are
                                 in thousands.)
COVID-19 Pandemic
As discussed in "Our Response to the COVID-19 Pandemic," the pandemic did not
have a material impact on our financial statements for the three months ended
March 31, 2020 and we have implemented a variety of measures to attempt to
minimize its impact on our business going forward. The extent to which COVID-19
will impact our financial results and operations during the remainder of 2020
and beyond will depend on future developments which are highly uncertain and
cannot be predicted, including new information which may emerge concerning the
severity of the outbreak and the domestic and international actions being taken
to contain and treat it. Due to the speed with which the situation is
developing, we are currently unable to fully determine the extent of its impact
on our business, but the impact could be material to the remainder of 2020 as
well as to any future period affected either directly or indirectly by this
pandemic. We are actively monitoring the rapidly evolving situation and its
potential impacts on our financial position, results of operations and cash
flows. See "Risk Factors" for additional information on the risks we may face
associated with COVID-19.
First Quarter Financial Highlights
Below are our key financial highlights for the three months ended March 31,
2020, with comparisons to the three months ended March 31, 2019.
•Total revenue of $792.0 million, an increase of 11.5%, or approximately 12.3%
on a constant currency basis(1).
•International revenue of $262.4 million, an increase of 7.1%, or approximately
9.1% on a constant currency basis(1).
•Total bookings(2) of $951.1 million, an increase of 9.3%, or approximately
10.1% on a constant currency basis(1).
•Net income of $43.2 million.
•Net cash provided by operating activities of $233.3 million, an increase of
16.8%.
(1) Discussion of constant currency is set forth in "Quantitative and
Qualitative Disclosures about Market Risk."
(2) A reconciliation of total bookings to total revenue, its most directly
comparable GAAP financial measure, is set forth in "Reconciliation of bookings"
below.
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Results of Operations
The following table sets forth our 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.
                                                                                        Three Months Ended March 31,
                                                                                  2020                                               2019
                                                                                          % of Total                           % of Total
                                                                         $                  Revenue              $               Revenue

Revenue:
Domains                                                           $      355.9                 45.0  %       $ 319.6                45.0  %
Hosting and presence                                                     297.2                 37.5  %         268.9                37.9  %
Business applications                                                    138.9                 17.5  %         121.5                17.1  %
Total revenue                                                            792.0                100.0  %         710.0               100.0  %
Costs and operating expenses:
Cost of revenue (excluding depreciation and amortization)                277.1                 35.0  %         236.4                33.3  %
Technology and development                                               134.5                 17.0  %         124.0                17.5  %
Marketing and advertising                                                 93.1                 11.7  %          90.3                12.7  %
Customer care                                                             85.2                 10.8  %          90.3                12.7  %
General and administrative                                                85.5                 10.8  %          93.0                13.1  %
Depreciation and amortization                                             52.2                  6.6  %          57.2                 8.1  %
Total costs and operating expenses                                       727.6                 91.9  %         691.2                97.4  %
Operating income                                                          64.4                  8.1  %          18.8                 2.6  %
Interest expense                                                         (21.2)                (2.7) %         (24.4)               (3.4) %
Tax receivable agreements liability adjustment                               -                    -  %           8.7                 1.2  %

Other income (expense), net                                               (1.4)                (0.2) %           6.2                 0.9  %
Income before income taxes                                                41.8                  5.2  %           9.3                 1.3  %
Benefit for income taxes                                                   1.4                  0.2  %           3.9                 0.5  %

Net income                                                                43.2                  5.4  %          13.2                 1.8  %
Less: net income attributable to non-controlling interests                 0.3                    -  %           0.3                   -  %
Net income attributable to GoDaddy Inc.                           $       42.9                  5.4  %       $  12.9                 1.8  %


Revenue


We generate substantially all of our revenue from sales of subscriptions,
including domain registrations and renewals, hosting and presence products and
business applications. Our subscription terms average one year, but can range
from monthly terms to multi-annual terms of up to ten years depending on the
product. We generally collect the full amount of subscription fees at the time
of sale, while revenue is recognized over the period in which the performance
obligations are satisfied, which is generally over the contract term. Revenue is
presented net of refunds, and we maintain a reserve to provide for refunds
granted to customers.
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, website building, website security and
online visibility products.
Business applications revenue primarily consists of revenue from the sale of
subscriptions for third-party productivity applications, email accounts, email
marketing tools and telephony solutions.
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The following table presents our revenue for the periods indicated:
                               Three Months Ended March 31,                             Change
                              2020                          2019           $           %

Domains                 $       355.9                    $ 319.6       $ 36.3          11  %
Hosting and presence            297.2                      268.9         28.3          11  %
Business applications           138.9                      121.5         17.4          14  %
Total revenue           $       792.0                    $ 710.0       $ 82.0          12  %


The 11.5% increase in total revenue was driven by growth in total customers and
average revenue per user. The increase in customers impacted each of our revenue
lines, as the additional customers purchased subscriptions across our product
portfolio.
Domains
The 11.4% increase in domains revenue was primarily driven by the increase in
domains under management from 78.2 million as of March 31, 2019 to 79.5 million
as of March 31, 2020, increased aftermarket domain sales and international
growth, partially offset by the impact of adverse movements in foreign currency
exchange rates. Domains under management in 2020 was impacted by the expiration
of approximately 1.0 million .uk domains for which we provided free initial
registration to the owners of the associated third-level domains (e.g. .co.uk)
following the 2017 launch of the .uk ccTLD.
Hosting and presence
The 10.5% increase in hosting and presence revenue was primarily driven by
increased revenue from our website building and website security products.
Business applications
The 14.3% increase in business applications revenue was primarily driven by
increased customer adoption of our email, productivity and telephony solutions,
partially offset by the loss of revenue due to cancellation of CloudFest as a
result of the COVID-19 pandemic.
Bookings
In addition to revenue, we also believe total bookings is a useful supplement in
evaluating our performance and helps provide an enhanced understanding of our
business:
                        Three Months Ended March 31,                             Change
                       2020                          2019           $           %
Total bookings   $       951.1                    $ 870.5       $ 80.6           9  %


Total bookings. Total bookings represents cash receipts from the sale of
products to customers in a given period adjusted for products where we recognize
revenue on a net basis and without 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.
The 9.3% increase in total bookings was primarily driven by increases in total
customers and domains under management, increased aftermarket domain sales and
broadened customer adoption of non-domain products, partially offset by the
adverse impacts of the COVID-19 pandemic and movements in foreign currency
exchange rates.
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Reconciliation of bookings
The following table reconciles total bookings to total revenue, its most
directly comparable GAAP financial measure.
                                       Three Months Ended  March 31,
                                      2020                           2019

Total bookings:
Total revenue                   $       792.0                     $ 710.0
Change in deferred revenue(1)            96.3                       105.3
Net refunds                              63.3                        55.2
Other                                    (0.5)                          -
Total bookings                  $       951.1                     $ 870.5

_________________________________


(1)Change in deferred revenue also includes the impact of realized gains or
losses from the hedging of bookings in foreign currencies.
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 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 top-level domain.
                                                               Three Months Ended March 31,                                Change
                                                                  2020                 2019              $                %

Cost of revenue (excluding depreciation and amortization) $ 277.1

         $ 236.4          $ 40.7                 17  %


The 17.2% increase in cost of revenue was primarily attributable to higher
domain costs driven by the increase in domains under management and increased
aftermarket domain sales, increased software licensing fees resulting from
higher sales of email and productivity solutions and increased payment
processing fees resulting from our bookings growth.
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.
                                     Three Months Ended March 31,                             Change
                                    2020                          2019           $           %

Technology and development    $       134.5                    $ 124.0       $ 10.5           8  %

The 8.4% increase in technology and development expenses was primarily attributable to increased personnel costs driven by higher average headcount associated with our continued product development and increased software licensing costs associated with the growth of our business.


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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 a variety of channels.
These expenses also include personnel costs and affiliate program commissions.
                                     Three Months Ended March 31,                            Change
                                    2020                          2019          $           %

Marketing and advertising     $       93.1                      $ 90.3       $ 2.8           3  %


The 3.1% increase in marketing and advertising expenses was primarily
attributable to increased discretionary spending and personnel costs associated
with growth of our business.
Customer care
Customer care expenses represent the costs to guide and service our customers,
primarily consisting of personnel costs.
                         Three Months Ended March 31,                             Change
                        2020                          2019           $           %

Customer care     $       85.2                      $ 90.3       $ (5.1)         (6) %


The 5.6% decrease in customer care expenses was primarily due to operating
efficiencies gained within our Customer Care operations as we scale our business
and increase our use of alternative methods of customer interaction.
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, acquisition-related expenses and other
general costs.
                                     Three Months Ended March 31,                             Change
                                    2020                          2019           $           %

General and administrative    $       85.5                      $ 93.0       $ (7.5)         (8) %


The 8.1% decrease in general and administrative expenses was primarily the
result of reduced personnel costs due to lower average headcount and the
$2.9 million reduction in the legal settlement accrual discussed in Note 12 to
our financial statements as well as immaterial decreases in a variety of general
expenses, partially offset by an increase in acquisition-related expenses.
Depreciation and amortization
Depreciation and amortization expenses consist of charges relating to the
depreciation of the property and equipment used in our operations and the
amortization of acquired intangible assets.
                                        Three Months Ended March 31,                             Change
                                       2020                          2019           $           %

Depreciation and amortization    $       52.2                      $ 57.2       $ (5.0)         (9) %


The 8.7% decrease in depreciation and amortization expenses primarily resulted
from assets that became fully depreciated subsequent to the first quarter of
2019.
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Interest expense
                            Three Months Ended March 31,                             Change
                           2020                          2019           $           %

Interest expense     $       21.2                      $ 24.4       $ (3.2)        (13) %


There were no material changes in interest expense.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity have been cash flow generated from
operations, long-term debt borrowings and stock option exercises. Our principal
uses of cash have been to fund operations, acquisitions and capital
expenditures, as well as to make mandatory principal and interest payments on
our long-term debt and to repurchase shares of our Class A common stock.
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 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 may use a variety of capital sources to fund our needs for less
predictable investment decisions such as strategic acquisitions and share
repurchases.
We have incurred significant long-term debt to fund acquisitions and for our
working capital needs, and as a result, we are limited as to how we conduct our
business and may be unable to raise additional debt or equity financing to
compete effectively or to take advantage of new business opportunities,
strategic acquisitions or share repurchases. However, the restrictions under our
debt agreements are subject to a number of qualifications and may be amended
with the consent of the lenders and the holders of the Senior Notes, as
applicable.
We believe our existing cash and cash equivalents and cash generated by
operating activities will be sufficient to meet our anticipated operating cash
needs for at least the next 12 months. However, our future capital requirements
will depend on many factors, including our growth rate, macroeconomic activity,
the length and severity of business disruptions associated with the COVID-19
pandemic, the timing and extent of spending to support domestic and
international development efforts, continued brand development and advertising
spend, the level 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, the completion of strategic acquisitions or share
repurchases and other factors. Some of the factors that may influence our
operations are not within our control, such as general economic conditions and
the length and severity of the COVID-19 pandemic. Although there is uncertainty
related to the potential impact of COVID-19 on our future results, we believe
our business model and the strength of our balance sheet have well positioned us
to manage our business through this crisis as it continues to unfold. However,
we will continue to monitor our liquidity position. Should we pursue additional
strategic acquisitions or share repurchases, we may need to draw down our $600.0
million Revolver or raise additional capital, which may be in the form of
additional long-term debt or equity financings.
Credit Facility and Senior Notes
Our long-term debt includes the Credit Facility, which consists of the Term
Loans and the Revolver, and the Senior Notes, as described in Note 9 to our
financial statements. The Credit Facility and the Senior Notes contain 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. As
of March 31, 2020, we were in compliance with all such covenants. We currently
have no reason to believe we will be unable to satisfy these covenants; however,
the COVID-19 pandemic has limited our ability to forecast our future results.
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As further discussed in Note 10 to our financial statements, we have hedged a
portion of our long-term debt through the use of cross-currency and interest
rate swap derivative instruments. These instruments help us manage and mitigate
our risk of exposure to changes in foreign currency exchange rates and interest
rates. See "Quantitative and Qualitative Disclosures About Market Risk" for
additional discussion of our hedging activities.
Tax Receivable Agreements
As of March 31, 2020, the liability under the TRAs was $175.3 million, as
described in Note 14 to our financial statements. We currently do not expect to
begin making payments related to the existing liability under the TRAs until
2023. We may record additional liabilities under the TRAs of up to
$1,578.6 million as our estimates of the future utilization of the tax
attributes, NOLs and other tax benefits change. See "Risk Factors-Risks Related
to Our Company and Our Organization Structure" for additional information
regarding our liability under the TRAs.
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.
Share Repurchase Programs
During the three months ended March 31, 2020, we repurchased a total of 7,341
shares of our Class A common stock in the open market under our share repurchase
programs for an aggregate purchase price of $398.0 million, including
commissions. In April 2020, we repurchased an additional 2,645 shares of our
Class A common stock in the open market for an aggregate purchase price of
$143.7 million, including commissions. Following the April repurchases, we have
no amounts remaining available under our previously approved share repurchase
programs.
In May 2020, our board of directors approved the repurchase of up to an
additional $500.0 million of our Class A common stock, as described in Note 5 to
our financial statements.
Acquisitions
See Note 3 to our financial statements for a discussion of current period
acquisitions. In addition, in April 2020, we executed an agreement to acquire
the registry business of Neustar Inc. for $218.0 million in cash, subject to a
customary working capital adjustment. The acquisition is expected to close
within the next few months, and is subject to regulatory approvals and the
satisfaction of customary closing conditions.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
                                                                           

Three Months Ended March 31,


                                                                              2020                  2019

Net cash provided by operating activities                              $        233.3           $   199.7
Net cash used in investing activities                                          (135.9)              (29.0)
Net cash used in financing activities                                          (307.3)              (11.9)
Effect of exchange rate changes on cash and cash equivalents                     (1.5)               (0.9)

Net increase (decrease) in cash and cash equivalents                   $    

(211.4) $ 157.9


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Operating Activities
Our primary source of cash from operating activities has been cash collections
from our customers. Our primary uses of cash from operating activities have been
for domain registration costs paid to registries, software licensing fees
related to third-party email and productivity solutions, personnel costs,
discretionary marketing and advertising costs, technology and development costs
and interest payments.
Net cash provided by operating activities increased $33.6 million from $199.7
million during the three months ended March 31, 2019 to $233.3 million during
the three months ended March 31, 2020, primarily driven by our bookings growth.
Investing Activities
Our investing activities primarily consist of strategic acquisitions and
purchases of property and equipment to support the overall growth of our
business and our increased international presence.
Net cash used in investing activities increased $106.9 million from $29.0
million during the three months ended March 31, 2019 to $135.9 million during
the three months ended March 31, 2020, primarily due to $146.4 million of
business acquisitions in 2020, partially offset by a $23.3 million increase in
net inflows from short-term investments and a $15.9 million decrease in capital
expenditures.
Financing Activities
Our financing activities primarily consist of long-term debt borrowings, the
repayment of principal on long-term debt, stock option exercises and share
repurchases.
Net cash used in financing activities increased $295.4 million from $11.9
million during the three months ended March 31, 2019 to $307.3 million during
the three months ended March 31, 2020, primarily due to $315.7 million of share
repurchases in 2020, partially offset by a $22.0 million decrease in acquisition
contingent consideration payments.
Deferred Revenue
See Note 7 to our financial statements for details regarding the expected future
recognition of deferred revenue.
Off-Balance Sheet Arrangements
As of March 31, 2020 and December 31, 2019, we had no off-balance sheet
arrangements that had, or which are reasonably likely to have, a material effect
on our financial statements.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with GAAP, and in doing so, we
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 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 discussed in our 2019 Form 10-K. We review our critical
accounting policies and estimates with the audit and finance 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 2019 Form 10-K.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 2 to our
financial statements.
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