UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________  

FORM 10-Q

________________________   

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission File Number: 000-51595

________________________ 

Web.com Group, Inc.

(Exact name of registrant as specified in its charter)

________________________  

Delaware	94-3327894
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
12808 Gran Bay Parkway, West, Jacksonville, FL	32258
(Address of principal executive offices)	(Zip Code)

(904) 680-6600

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

________________________ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ý  Yes    ¨   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

ý   Yes    ¨   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨   Yes    ý   No 

Common Stock, par value $0.001 per share, outstanding as of July 29, 2013: 50,453,576

Web.com Group, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period ended June 30, 2013

Index

Part I	Financial Information	3
Item 1.	Financial Statements	3
	Consolidated Statements of Comprehensive Loss (unaudited)	3
	Consolidated Balance Sheets (unaudited)	5
	Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	29
Part II	Other Information	29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
Signatures		41

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

Web.com Group, Inc.

Consolidated Statements of Comprehensive Loss

(in thousands, except per share amounts)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Revenue	$	120,448		$	98,947		$	235,994		$	190,460
Cost of revenue	42,879			39,801			85,519			78,407
Gross profit	77,569			59,146			150,475			112,053
Operating expenses:
Sales and marketing	35,095			29,038			68,459			55,882
Research and development	8,408			8,459			16,620			18,166
General and administrative	11,884			12,716			25,664			27,023
Restructuring (benefit) expense	(32		)	441			(32		)	1,353
Depreciation and amortization	20,301			19,734			40,341			39,413
Total operating expenses	75,656			70,388			151,052			141,837
Income (loss) from operations	1,913			(11,242		)	(577		)	(29,784		)
Interest expense, net	(8,267		)	(17,180		)	(18,218		)	(34,955		)
Gain on sale of equity method investment	385			5,156			385			5,156
Loss from debt extinguishment	—			—			(19,526		)	—
Net loss before income taxes	(5,969		)	(23,266		)	(37,936		)	(59,583		)
Income tax (expense) benefit	(3,775		)	4,207			(18,311		)	10,745
Net loss	$	(9,744	)	$	(19,059	)	$	(56,247	)	$	(48,838	)
Other comprehensive income:
Unrealized (loss) gain on investments, net of tax	(4		)	—			5			—
Total comprehensive loss	$	(9,748	)	$	(19,059	)	$	(56,242	)	$	(48,838	)

See accompanying notes to consolidated financial statements

3

Web.com Group, Inc.

Consolidated Statements of Comprehensive Loss

(in thousands, except per share amounts)

(unaudited)

(continued)

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Basic earnings per share:
Net loss per common share	$	(0.20	)	$	(0.41	)	$	(1.16	)	$	(1.05	)
Diluted earnings per share:
Net loss per common share	$	(0.20	)	$	(0.41	)	$	(1.16	)	$	(1.05	)
Basic weighted average common shares	48,670			47,031			48,379			46,594
Diluted weighted average common shares	48,670			47,031			48,379			46,594

See accompanying notes to consolidated financial statements

4

Web.com Group, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

	June 30, 2013			December 31, 2012
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	16,799		$	15,181
Accounts receivable, net of allowance of $1,331 and $1,098, respectively	18,203			16,247
Prepaid expenses	7,920			6,697
Deferred expenses	59,681			59,255
Deferred taxes	13,549			17,892
Other current assets	4,851			5,116
Total current assets	121,003			120,388
Property and equipment, net	41,475			40,079
Deferred expenses	60,966			63,147
Goodwill	627,845			627,845
Intangible assets, net	435,247			469,703
Other assets	6,050			6,817
Total assets	$	1,292,586		$	1,327,979
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	9,711		$	6,385
Accrued expenses	14,729			12,802
Accrued compensation and benefits	8,045			15,413
Accrued restructuring costs and other reserves	244			1,477
Deferred revenue	204,423			190,618
Current portion of debt	13,943			4,681
Other liabilities	2,429			2,556
Total current liabilities	253,524			233,932
Deferred revenue	185,864			175,816
Long-term debt	654,406			688,140
Deferred tax liabilities	77,568			64,126
Other long-term liabilities	5,427			4,352
Total liabilities	1,176,789			1,166,366
Stockholders' equity:
Common stock, $0.001 par value per share: 150,000,000 shares authorized, 50,335,133 and 49,175,642 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively	50			49
Additional paid-in capital	464,447			454,022
Accumulated other comprehensive income	10			5
Accumulated deficit	(348,710		)	(292,463		)
Total stockholders' equity	115,797			161,613
Total liabilities and stockholders' equity	$	1,292,586		$	1,327,979

See accompanying notes to consolidated financial statements

5

Web.com Group, Inc.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six months ended June 30,
	2013			2012
Cash flows from operating activities
Net loss	$	(56,247	)	$	(48,838	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Gain on sale of equity method investment	(385		)	(5,156		)
Loss from debt extinguishment	12,286			—
Depreciation and amortization	40,341			39,413
Stock based compensation	10,270			5,738
Deferred income taxes	17,785			(11,457		)
Amortization of debt issuance costs and other	1,096			6,700
Changes in operating assets and liabilities:
Accounts receivable, net	(1,957		)	(2,342		)
Prepaid expenses and other assets	(2,865		)	(4,740		)
Deferred expenses	1,757			(376		)
Accounts payable	4,234			(834		)
Accrued expenses and other liabilities	2,875			(2,358		)
Accrued compensation and benefits	(7,368		)	(3,785		)
Accrued restructuring	(1,233		)	(2,954		)
Deferred revenue	23,852			62,237
Net cash provided by operating activities	44,441			31,248
Cash flows from investing activities
Proceeds from sale of equity method investment	385			7,197
Capital expenditures	(8,220		)	(7,317		)
Other	(50		)	—
Net cash used in investing activities	(7,885		)	(120		)
Cash flows from financing activities
Stock issuance costs	(14		)	—
Common stock repurchased	(5,666		)	(3,199		)
Payments of long-term debt	(701,076		)	(28,000		)
Proceeds from exercise of stock options	5,835			3,455
Proceeds from long-term debt issued	668,350			—
Debt issuance costs	(2,367		)	—
Net cash used in financing activities	(34,938		)	(27,744		)
Net increase in cash and cash equivalents	1,618			3,384
Cash and cash equivalents, beginning of period	15,181			13,364
Cash and cash equivalents, end of period	$	16,799		$	16,748
Supplemental cash flow information
Interest paid	$	23,640		$	28,995
Income tax paid	$	187		$	101

See accompanying notes to consolidated financial statements

6

Web.com Group, Inc.

Notes to Consolidated Financial Statements

(unaudited)

1. The Company and Summary of Significant Accounting Policies

Description of Company

Web.com Group, Inc. ("Web.com" or "the Company") provides a full range of internet services to small businesses to help them compete and succeed online. Web.com is a global domain registrar and further meets the needs of small businesses anywhere along their lifecycle with affordable, subscription-based solutions including website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products, eCommerce solutions and call center services. For more information about the Company, please visit http://www.web.com. The Company does not incorporate information obtained on or accessible through, the Company's website into this Quarterly Report on Form 10-Q and you should not consider it a part of this Quarterly Report on Form 10-Q.

On October 27, 2011, the Company completed its acquisition of 100% of the equity interests in Net Sol Parent LLC (formerly known as GA-Net Sol Parent LLC) (“Network Solutions”), a provider of global domain names, web hosting and online marketing services. On July 30, 2010, the Company completed its acquisition of the partnership interests in Register.com LP, another provider of domain names, online marketing and web services. Collectively, these acquisitions brought approximately 2.7 million subscribers that represent substantial cross- and up-sell opportunities. See Note 7, Business Combinations, in the Company's most recent annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 6, 2013for additional information on these acquisitions.

The Company has reviewed the criteria of Accounting Standards Codification (“ASC”) 280-10, Segment Reporting, and has determined that the Company is comprised of only one segment, web services and products.

Reclassifications

An immaterial correction of an error related to the 2011 acquisition of Network Solutions has been reflected in the Consolidated Balance Sheet as of December 31, 2012. Goodwill, current deferred tax assets and the current portion of deferred revenue have been adjusted accordingly. In addition, the prior year reserve for credit card refunds of $1.2 million has been reclassified from accounts receivable to accrued expenses. The changes resulting from the correction to the Consolidated Balance Sheet as of December 31, 2012 are as follows (in thousands):

(in thousands)	December 31, 2012
	As Previously Reported		Amount Reclassified			As Reported Herein
Deferred tax asset	$	18,092	$	(200	)	$	17,892
Goodwill	$	628,176	$	(331	)	$	627,845
Deferred revenue	$	191,149	$	(531	)	$	190,618

Basis of Presentation

The accompanying consolidated balance sheet as of June 30, 2013, the consolidated statements of comprehensive loss for the three and six months ended June 30, 2013 and 2012, the consolidated statements of cash flows for the six months ended June 30, 2013 and 2012, and the related notes to the consolidated financial statements are unaudited.

The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2012, except that certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or excluded as permitted.

In the opinion of management, the unaudited consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of June 30, 2013, and the Company’s results of operations for the three and six months ended June 30, 2013 and 2012 and the cash flows for the six months ended June 30, 2013 and 2012. The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013.

7

Pursuant to the rules and regulations of the SEC, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted from these interim financial statements. The Company suggests that these financial statements be read in conjunction with the audited financial statements and the notes included in the Company's most recent annual report on Form 10-K filed with the SEC on March 6, 2013 and any subsequently filed current reports on Form 8-K.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recently Adopted Accounting Standards

In February 2013, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) , ASU 2013-02 Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in the statement of comprehensive income or in the balance sheet. The Company adopted ASU 2013-12 on January 1, 2013, which had no impact on the consolidated financial position, results of operations or cash flows.

2. Earnings per Share

Basic net loss per common share is calculated using net income and the weighted-average number of shares outstanding during the reporting period. Diluted net income per common share includes the effect from the potential issuance of common stock, such as common stock issued pursuant to the exercise of stock options or vesting of restricted shares. However, as of June 30, 2013 and 2012, 8.5 million and 9.1 million stock options and restricted share awards, respectively, have been excluded from the calculation of diluted common shares because including those securities would have been antidilutive.

The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except per share amounts):

	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Net loss	$	(9,744	)	$	(19,059	)	$	(56,247	)	$	(48,838	)
Basic weighted average common shares	48,670			47,031			48,379			46,594
Diluted effect of stock options	—			—			—			—
Diluted effect of restricted shares	—			—			—			—
Diluted weighted average common shares	48,670			47,031			48,379			46,594
Basic earnings per share:
Net loss per common share	$	(0.20	)	$	(0.41	)	$	(1.16	)	$	(1.05	)
Diluted earnings per share:
Net loss per common share	$	(0.20	)	$	(0.41	)	$	(1.16	)	$	(1.05	)

3. Goodwill and Intangible Assets

In accordance with ASC 350, the Company reviews goodwill and other indefinite-lived intangible asset balances for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill or indefinite-lived intangible assets below their carrying amount. As of December 31, 2012, the Company completed its annual impairment test of goodwill and other indefinite-lived intangible assets and determined there were no indicators of impairment.

8

The following table summarizes changes in the Company’s goodwill balances as required by ASC 350-20 for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively (in thousands):    

	June 30, 2013			December 31, 2012
Goodwill balance at beginning of period	$	730,139		$	733,656
Accumulated impaired goodwill at beginning of period	(102,294		)	(102,294		)
Goodwill balance at beginning of period, net	627,845			631,362
Goodwill adjusted during the period (1)	—			(3,517		)
Goodwill balance at end of period, net *	$	627,845		$	627,845

*Gross goodwill balances were $730.1 million as of June 30, 2013 and December 31, 2012. This includes accumulated impairment losses of $102.3 million.

(1)Goodwill decreased by approximately $3.2 million during the year ended December 31, 2012 primarily due to finalizing the Network Solutions' income tax returns. In addition, a decrease of approximately $0.3 million is due to the correction of an immaterial error as further discussed in Note 1.

The Company’s intangible assets are summarized as follows (in thousands): 

							Weighted-average Amortization Period in Years as of
	June 30, 2013			December 31, 2012			June 30, 2013
Indefinite-lived intangible assets:
Domain/Trade names	$	128,126		$	128,075
Definite-lived intangible assets:
Customer relationships	285,135			285,135			9.9
Developed technology	187,563			187,563			3.0
Non-compete agreements and other *	4,108			4,108
Accumulated amortization	(169,685		)	(135,178		)
Total	$	435,247		$	469,703
*Fully amortized at June 30, 2013 and December 31, 2012

The weighted-average amortization period for the amortizable intangible assets as of June 30, 2013, is approximately 7.8 years. Total amortization expense was $17.2 million and $17.7 million for the three months ended June 30, 2013 and 2012, respectively. Total amortization expense was $34.5 million and $35.4 million for the six months endedJune 30,2013 and 2012, respectively.

As of June 30, 2013, the amortization expense for the next five years is as follows (in thousands):

2013 (remainder of year)	$	33,326
2014	59,200
2015	36,543
2016	34,593
2017	25,446
Thereafter	118,013
Total	$	307,121

4. Restructuring Costs

9

The Company incurred restructuring charges for future service required by certain Network Solutions employees up to their scheduled termination dates throughout 2012 as well as for relocating employees. During the three months ended June 30, 2012, the Company recorded severance and relocation expenses of $0.4 million. During the six months ended June 30, 2012, the Company recorded severance and relocation expenses of $1.2 million.

On March 31, 2012, the Company exited its sales and customer support call center located in Belleville, Illinois. A $0.2 million reserve for the future minimum lease payments was also recorded as restructuring expense during the six months ended June 30, 2012. In addition, the net book value of the furniture and leasehold improvements was written off, resulting in a loss of $0.4 million which was recorded during the six months ended June 30, 2012 in the general and administrative line item in the consolidated statement of comprehensive loss.

The current portion of accrued restructuring as of June 30, 2013 and December 31, 2012, was $0.2 million and $1.5 million, respectively. The non-current accrued restructuring was $1.2 million and $1.3 million as of June 30, 2013 and December 31, 2012, respectively.

The table below summarizes the activity of accrued restructuring costs and other reserves during the six months endedJune 30,2013 (in thousands): 

	December 31, 2012			Additions			Cash Payments			Change in Estimates/ Other			June 30, 2013
Contract termination  costs	$	2,469		$	—		$	(1,094	)	$	39		$	1,414
Employee termination benefits and other restructuring costs	272			(32		)	(85		)	(134		)	21
Total	2,741			$	(32	)	$	(1,179	)	$	(95	)	1,435
Non-current portion	(1,264		)										(1,191		)
Current portion	$	1,477											$	244

5. Long-term Debt

Financing of the Network Solutions Acquisition

On October 27, 2011, the Company entered into credit facilities, pursuant to (i) a First Lien Credit Agreement, dated as of October 27, 2011, by and among the Company, J. P. Morgan Securities LLC and Deutsche Bank Securities Inc., as Co-Syndication Agents; Goldman Sachs Lending Partners LLC and SunTrust Bank, as Co-Documentation Agents; and JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto ("the First Lien Credit Agreement") and (ii) a Second Lien Credit Agreement, dated as of October 27, 2011 (the “Second Lien Credit Agreement”).  The First Lien Credit Agreement originally provided for (i) a six-year first lien term loan (the “First Lien Term Loan”) and (ii) a five-year first lien revolving credit facility (the “Revolving Credit Facility”).  The Second Lien Credit Agreement originally provided for a seven-year second lien term loan (the “Second Lien Term Loan”).

The Company is required to maintain certain financial ratios under the First Lien Credit Agreement and the Second Lien Credit Agreement. In addition, there are customary covenants that limit the incurrence of debt, the payment of dividends, the disposition of assets, and making of certain payments. Substantially all of the Company’s tangible and intangible assets are pledged as collateral under the credit agreements.

On March 6, 2013, the Company repriced its First Lien Term Loan and increased the outstanding balance to $660.0 million. In addition, the Company increased the maximum amount of available borrowings under the Revolving Credit Facility to $70 million. After giving effect to the repricing, the First Lien Term Loan had an interest rate of LIBOR plus 3.50%, with a 1.0% LIBOR floor, and the revolving credit facility's interest rate is now 3.25% plus LIBOR. The proceeds received from the additional First Lien Term Loan were used to extinguish the Second Lien Term Loan's outstanding balance of $32.0 million.

The repricing of the First Lien Term Loan and the payoff of the Second Lien Term Loan were both accounted for as debt extinguishments in accordance with ASC 470, Debt. As a result of the extinguishments, the Company recorded a $19.5 millionloss from debt extinguishment from accelerating unamortized deferred financing fees and loan origination discounts during the six months ended June 30, 2013 related to both instruments. Included in the loss is $7.2 million of prepayment penalties that

10

were paid during the first quarter of 2013 related to the extinguishment of the Second Lien Term Loan and repricing of the First Lien Term Loan.

The Company used $10.0 million of funds drawn from the Revolving Credit Facility and cash on hand to pay prepayment penalties, debt issuance costs and loan origination discounts. Subsequent to the March 6, 2013 repricing, the Company made principal payments totaling$41.2 million, resulting in a net decrease in total long term debt of $31.1 million during the six months ended June 30, 2013.

Outstanding long-term debt and the interest rates in effect at June 30, 2013 and December 31, 2012 consist of the following (in thousands):  

	June 30, 2013			December 31, 2012
Revolving Credit Facility maturing 2016, 3.45% at June 30, 2013, based on LIBOR plus 3.25%.	$	43,000		$	41,000
First Lien Term Loan due 2017, 4.50%, based on 1.00% LIBOR floor plus 3.50%, less unamortized discount of $1,509 at June 30, 2013, effective rate of 4.68%	625,341			621,784
Second Lien Term Loan, extinguished on March 6, 2013	—			30,011
Capital Lease Obligations	8			26
Total Outstanding Debt	668,349			692,821
Less: Current Portion of Long-Term Debt	(13,943		)	(4,681		)
Long-Term Portion	$	654,406		$	688,140

Debt discount and issuance costs

The Company recorded $0.4 million and $3.0 million of interest expense from amortizing debt issuance and discount costs during the three months ended June 30, 2013 and 2012, respectively. During the six months ended June 30, 2013 and 2012, $1.0 million and $6.3 million, respectively, was recorded.

The First Lien Term Loan has repayment terms that are based on the excess cash flow generated by the Company as defined by the agreement. Excess cash flow payments are required to be made during the quarter following the calendar year ended. The Company has forecasted the excess cash flows expected to be generated during the year ended December 31, 2013 and reflected the estimate as current maturities, net of prepayments made through June 30, 2013. Subsequent to that, the minimum principal payments, excluding the excess cash flow payments, are presented due to the significant estimates required in determining such amounts. As of June 30, 2013, total estimated principal payments due for the next five years are as follows:   

Year 1	$	14,341
Year 2	6,600
Year 3	6,600
Year 4	49,600
Year 5	592,709
Total principal payments	$	669,850

6. Fair Value

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels as follows:

Level 1-Quoted prices in active markets for identical assets or liabilities.

Level 2-Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

11

Level 3-Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The Company has financial assets and liabilities that are not required to be remeasured to fair value on a recurring basis. The Company’s cash and cash equivalents carrying value approximates fair market value as of June 30, 2013 and December 31, 2012 due to the short maturity of these items. As of June 30, 2013, the fair value of the Company’s First Lien Term Loan was $630.5 million. As of December 31, 2012, the combined fair value of the Company's First Lien and Second Lien Term Loans was $657.2 million. This is based on a Level 2 fair value hierarchy calculation obtained from quoted market prices for the Company’s long-term debt instruments that may not be actively traded at each respective period end. The Revolving Credit Facility is a variable rate debt instrument indexed to 1-Month LIBOR that resets monthly and the fair value approximates the carrying value as of June 30, 2013 and December 31, 2012.

7. Income Taxes

The Company recognized an income tax expense of $3.8 million and an income tax benefit of $4.2 million during the three months ended June 30, 2013 and 2012, respectively. The Company recorded an income tax expense of $18.3 million and an income tax benefit of $10.7 million during the six months ended June 30,2013 and 2012, respectively, based upon its estimated annual effective tax rate. The Company's estimated annual effective tax rate for the three and six months endedJune 30, 2013 reflects an increase in our projected year-end valuation allowance related to our estimated pre-tax loss for 2013 and the increase in our non-reversing deferred tax liabilities.

8. Stock-Based Compensation

Stock Options

Compensation costs related to the Company’s stock option plans were $2.5 million and $2.1 million for the three months ended June 30,2013 and 2012, respectively. Compensation costs related to the Company's stock option plans were $4.8 million and $3.7 million for the six months ended June 30,2013 and 2012, respectively. During the three months ended June 30,2013 and 2012, 0.7 million and 0.3 million common shares were issued from options exercised, respectively. During the six months ended June 30,2013 and 2012, 0.8 million and 1.4 million common shares were issued from options exercised, respectively.

Restricted Stock

Compensation expense for the three months ended June 30,2013 and 2012 was approximately $1.4 million and $1.2 million, respectively. Compensation expense for the six months ended June 30,2013 and 2012 was approximately $5.5 million and $2.0 million, respectively. During the six months ended June 30,2013, approximately 0.3 million shares totaling approximately $5.7 million were forfeited in lieu of income tax withholding requirements. During the three months ended June 30,2013 and 2012, 37 thousand and 26 thousand restricted common shares were granted, respectively. During the six months ended June 30,2013 and 2012, 0.7 million and 0.5 million restricted common shares were granted, respectively.

9. Related Party Transactions

The Company outsources data center services to Quality Technology Services LLC (“QTS”). General Atlantic LLC is one of the Company’s greater than 5 percent shareholders, and has approximately a 50 percent ownership interest in QTS. This business relationship was an agreement between QTS and Network Solutions and was acquired by the Company as a result of the acquisition and commenced on October 27, 2011 upon the consummation of the acquisition. The Company incurred approximately $0.3 million and $0.2 million of expense for data center services during the three months ended June 30,2013 and 2012, respectively. The Company incurred approximately $0.7 million and $0.4 million of expense for data center services during the six months endedJune 30, 2013 and 2012, respectively.

10. Commitments and Contingencies

The Company utilizes letters of credit to back certain payment obligations relating to its facility operating leases. The Company had approximately $3.3 million in standby letters of credit as of June 30, 2013, $2.0 million of which was drawn against the Revolving Credit Facility.

The Company and our subsidiaries are named from time to time as defendants in various legal actions that are incidental to our business and arise out of or are related to claims made in connection with Web.com's customer and vendor contracts and

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employment related disputes. The Company believes that the resolution of these legal actions will not have a material adverse effect on our financial position or results of operations. There were no material legal matters that were reasonably possible and estimable at June 30, 2013. 

11. Sale of Equity Method Investment

On May 31, 2012, the Company sold its interest in a joint venture named OrangeSoda, Inc., a Nevada corporation in the business of developing, marketing, selling and providing search engine marketing and optimization services for small businesses. The Company acquired its 25.3% interest in OrangeSoda, Inc. as part of the Network Solutions acquisition on October 27, 2011. In June 2012, the Company received proceeds of $7.2 million from the buyer and recorded a gain of $5.2 million during the three and six months ended June 30, 2012. Approximately $0.4 million of additional proceeds that were held in escrow were released in June 2013 as the representations and warranties were satisfied. The additional gain of $0.4 million from the sale was recorded during the three and six months ended June 30, 2013.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including any projections or earnings. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in this Quarterly Report on Form 10-Q in greater detail under the heading “Risk Factors.” Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Safe Harbor

In the following discussion and analysis of results of operations and financial condition, certain financial measures may be considered “non-GAAP financial measures” under Securities and Exchange Commission rules. These rules require supplemental explanation and reconciliation, which is provided in this Quarterly Report on Form 10-Q.

We believe presenting non-GAAP net income attributable to common stockholders, non-GAAP net income per share attributable to common stockholders and non-GAAP operating income measures are useful to investors, because they describe the operating performance of the Company, excluding some recurring charges that are included in the most directly comparable measures calculated and presented in accordance with GAAP. We use these non-GAAP measures as important indicators of our past performance and in planning and forecasting performance in future periods. The non-GAAP financial information we present may not be comparable to similarly-titled financial measures used by other companies, and investors should not consider non-GAAP financial measures in isolation from, or in substitution for, financial information presented in compliance with GAAP.

Overview

We provide a full range of internet services to small businesses in order to help them compete and succeed online. Web.com is a global domain registrar and further meets the needs of small businesses anywhere along their lifecycle with affordable, subscription-based solutions including website design and management, search engine optimization, online marketing campaigns, local sales leads, social media, mobile products, eCommerce solutions and call center services. For more information about the company, please visit http://www.web.com. We do not incorporate information obtained on or accessible through, our website into this Quarterly Report on Form 10-Q and you should not consider it a part of this Quarterly Report on Form 10-Q.

Key Business Metrics

Management periodically reviews certain key business metrics to evaluate the effectiveness of our operational strategies, allocate resources and maximize the financial performance of our business. These key business metrics include:

Net Subscriber Additions

We maintain and grow our subscriber base through a combination of adding new subscribers and retaining existing subscribers. We define net subscriber additions in a particular period as the gross number of new subscribers added during the period, less

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subscriber cancellations during the period. For this purpose, we only count as new subscribers those customers whose subscriptions have extended beyond the free trial period, if applicable.

We review this metric to evaluate whether we are performing to our business plan. An increase in net subscriber additions could signal an increase in subscription revenue, higher customer retention, and an increase in the effectiveness of our sales efforts. Similarly, a decrease in net subscriber additions could signal decreased subscription revenue, lower customer retention, and a decrease in the effectiveness of our sales efforts. Net subscriber additions above or below our business plan could have a long-term impact on our operating results due to the subscription nature of our business.

Monthly Turnover (Churn)

Monthly turnover, or churn, is a metric we measure each quarter, and which we define as customer cancellations in the quarter divided by the sum of the number of subscribers at the beginning of the quarter and the gross number of new subscribers added during the quarter, divided by three months. Customer cancellations in the quarter include cancellations from gross subscriber additions, which is why we include gross subscriber additions in the denominator. In measuring monthly turnover, we use the same conventions with respect to free trials and subscribers who are not current in their payments for net subscriber additions. Monthly turnover is the key metric that allows management to evaluate whether we are retaining our existing subscribers in accordance with our business plan.

Average Revenue per User (Subscriber)

Monthly average revenue per user, or ARPU, is a metric we measure on a quarterly basis. We define ARPU as quarterly subscription revenue divided by the average of the number of subscribers at the beginning of the quarter and the number of users at the end of the quarter, divided by three months. We exclude from subscription revenue the impact of the fair value adjustments to deferred revenue resulting from acquisition-related write downs. The fair market value adjustment was $10.9 million and $22.8 million for the three months ended June 30, 2013 and 2012, and $23.5 million and $50.6 million for the six months ended June 30, 2013 and 2012, respectively. ARPU is the key metric that allows management to evaluate the impact on monthly revenue from product pricing, product sales mix trends, and up-sell/cross-sell effectiveness.

Sources of Revenue

Subscription Revenue

We currently derive a substantial majority of our revenue from fees associated with our subscription services, which generally include web services, online marketing, eCommerce, and domain name registration offerings. We bill a majority of our customers in advance through their credit cards, bank accounts, or business merchant accounts. The revenue is recognized on a daily basis over the life of the contract which can range from monthly up to 100 years.

Professional Services and Other Revenue

We generate professional services revenue from custom website design, eCommerce store design and support services. Our custom website design and eCommerce store design work is typically billed on a fixed price basis and over very short periods. Other revenue consists of all fees earned from granting customers licenses to use our patents. Generally, revenue is recognized when the service has been completed.  

Cost of Revenue

Cost of revenue consists of expenses related to compensation of our web page development staff, domain name registration fees, directory listing fees, customer support costs, eCommerce store design, search engine registration fees, billing costs, hosting expenses, marketing fees, and allocated overhead costs. We allocate overhead costs such as rent and utilities to all departments based on headcount. Accordingly, general overhead expenses are reflected in each cost of revenue and operating expense category. As our customer base and web services usage grows, we intend to continue to invest additional resources in our website development and support staff.

Operating Expenses

Sales and Marketing Expense

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Our largest direct marketing expenses are the costs associated with the online marketing channels we use to promote our services and acquire customers. These channels include search marketing, affiliate marketing, direct television advertising and online partnerships. Sales costs consist primarily of compensation and related expenses for our sales and marketing staff. Sales and marketing expenses also include marketing programs, such as advertising, corporate sponsorships and other corporate events and communications.

We plan to continue to invest in sales and marketing in order to add new subscription customers, as well as increase sales of additional and new services and products to our existing customer base. We also plan to increase our investment or spending in direct response television advertising to further increase revenue growth. As part of our stated objective to use our larger scale to increase brand awareness, we have invested a portion of our incremental marketing budget in branding activities such as the umbrella sponsorship of the newly re-named Web.com Tour and other sports marketing activities.

Research and Development Expense

Research and development expenses consist primarily of compensation and related expenses for our research and development staff and allocated overhead costs. We have historically focused our research and development efforts on increasing the functionality of the technologies that enable our web-based services and products. Our technology architecture enables us to provide all of our customers with a service based on a single version of the applications that serve each of our product offerings. We do not anticipate significant increases in our research and development costs in the near term.

General and Administrative Expense

General and administrative expenses consist of compensation and related expenses for executive, finance, administration, and management information systems personnel, as well as professional fees, corporate development costs, other corporate expenses, and allocated overhead costs. General and administrative expenses are not expected to materially change in the near term.

Depreciation and Amortization Expense

Depreciation and amortization expenses relate primarily to our intangible assets recorded due to the acquisitions we have completed, as well as depreciation expense from computer and other equipment, internally developed software, furniture and fixtures, and building and improvement expenditures. Depreciation is expected to increase as we realize a full year's impact of depreciation from the data centers, as well as from internally developed software.

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Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements requires us to make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical data and trends, current fact patterns, expectations and other sources of information we believe are reasonable. Actual results may differ from these estimates. For a full description of our critical accounting policies, see Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2012 Annual Report on Form 10-K.

Results of Operations

Comparison of the results for the three months ended June 30, 2013 to the results for the three months ended June 30, 2012

The following table sets forth our key business metrics for the three months ended June 30,:  

	Three months ended June 30,
	2013			2012
	(unaudited)
Net subscriber additions	25,736			14,048
Churn	1		%	1		%
Average revenue per user (monthly)	$	14.09		$	13.34

Net subscribers increased by 25,736 customers during the three months ended June 30, 2013, as compared to an increase of 14,048 during the three months ended June 30, 2012. Churn remained at a low level of 1% during the three months ended June 30, 2013. The increase in customers and the maintenance of our low churn level of 1% is primarily due to our increased marketing efforts in prior periods, as well as during the second quarter ended June 30, 2013.

The average revenue per user was $14.09 during the three months ended June 30, 2013, as compared to $13.34 during the same prior year period ended June 30, 2012. The growth in average revenue per subscriber continues to be driven principally by our up-sell and cross-sell campaigns focused on selling higher revenue products to our existing customers as well as the introduction of new product offerings and sales channels oriented toward acquiring higher value customers.

Revenue

	Three months ended June 30,
	2013		2012
	(unaudited, in thousands)
Revenue:
Subscription	$	117,687	$	95,956
Professional services and other	2,761		2,991
Total revenue	$	120,448	$	98,947

Total revenue increased 22% to $120.4 million in the three months ended June 30, 2013 from $98.9 million in the three months ended June 30, 2012. Total revenue during the three months ended June 30,2013 and 2012, includes the unfavorable impact of $10.9 million and $22.8 million, respectively, from amortizing into revenue, deferred revenue that was recorded at fair value at the acquisition date. The fair value of the acquired deferred revenue was approximately 51% less than the pre-acquisition historical basis of Network Solutions and Register.com. The unfavorable impact declined $11.8 million during the three months ended June 30, 2013 compared to the same prior period. The remaining $9.7 million increase in revenue during the three months ended June 30, 2013 continues to be driven principally by our up-sell and cross-sell campaigns focused on selling higher revenue products, primarily eWorks! XL, online marketing and search engine products and services, to new and existing customers, higher advertising revenue, as well as the introduction of new product offerings and sales channels oriented toward acquiring higher value customers.

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Subscription Revenue. Subscription revenue increased 23% during the three months ended June 30, 2013 to $117.7 million million from $96.0 million during the three months ended June 30, 2012. The increase is due to the overall revenue drivers discussed above.

Professional Services and Other Revenue. Professional services revenue decreased 8% to $2.8 million in the three months ended June 30, 2013 from $3.0 million in the three months ended June 30, 2012.

Cost of Revenue

	Three months ended June 30,
	2013		2012
	(unaudited, in thousands)
Cost of revenue	$	42,879	$	39,801

Cost of Revenue. Cost of revenue increased 8% or $3.1 million during the three months ended June 30, 2013 compared to the three months ended June 30, 2012, which was proportionate to the increase in revenue after excluding the impact of the fair value adjustments to the acquired deferred revenue.

Our gross margin increased from 60% during the three months ended June 30, 2012 to 64% during the three months ended June 30, 2013. As the impact of the fair market value adjustment to deferred revenue acquired in the Network Solutions and Register.com LP transactions continues to decrease over the course of 2013, we expect gross margins to improve. Excluding the $10.9 million and $22.8 million effect of the adjustment related to the fair value of acquired deferred revenue for the three months ended June 30, 2013 and 2012, respectively, the gross margin was essentially flat at 67%.

Operating Expenses

	Three months ended June 30,
	2013			2012
	(unaudited, in thousands)
Operating Expenses:
Sales and marketing	$	35,095		$	29,038
Research and development	8,408			8,459
General and administrative	11,884			12,716
Restructuring (benefit) expense	(32		)	441
Depreciation and amortization	20,301			19,734
Total operating expenses	$	75,656		$	70,388

Sales and Marketing Expenses. Sales and marketing expenses increased 21% to $35.1 million and were 29% of total revenue during the three months ended June 30, 2013, up from $29.0 million, which was also 29% of revenue during the three months ended June 30, 2012. Included in the $6.1 million increase is approximately $4.4 million of additional investments in sales and marketing activities including corporate sponsorships, direct response television advertising, as well as a $1.1 million increase in salaries and benefits from additional sales and online marketing resources that have been added. We expect sales and marketing expenses to continue to increase in the quarters ahead as we invest in building our brand and acquiring customers that subscribe to higher revenue products.

Research and Development Expenses. Research and development expenses of $8.4 million, or 7% of total revenue, during the three months ended June 30, 2013 declined $0.1 million from $8.5 million, or 9% of total revenue during the three months ended June 30, 2012.

General and Administrative Expenses. General and administrative expenses decreased 7% to $11.9 million or 10% of total revenue, during the three months ended June 30, 2013, down from $12.7 million, and 13% of total revenue during the three months ended June 30, 2012. Overall, during the three months ended June 30, 2013, employee-related compensation and benefits expense decreased approximately $1.4 million. In addition, the absence of $0.3 million of corporate development

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expenses also contributed to the favorable change during the three months ended June 30, 2013. These items were partially offset by an increase in professional and software support fees during the quarter ended June 30, 2013 when compared to the same prior year period.

Restructuring Charges. Restructuring charges decreased $0.4 million during the three months ended June 30, 2013 due to the absence of employee-related termination and lease restructuring expenses resulting from the 2011 acquisition of Network Solutions. See Note 4, Restructuring Costs, for additional information surrounding our restructuring charges and reserves.

Depreciation and Amortization Expense. Depreciation and amortization expense increased to $20.3 million during the three months ended June 30, 2013 up from $19.7 million during the three months ended June 30, 2012. Amortization expense decreased by $0.5 million during the three months ended June 30, 2013, compared to the same prior year period as certain intangible assets were fully amortized, while depreciation expense increased $1.1 million primarily from internally developed software projects and data centers that were placed into service.

Interest Expense, net. Net interest expense totaled $8.3 million and $17.2 million for the three months ended June 30, 2013 and 2012, respectively. Included in the interest expense for the three months ended June 30,2013 and 2012, respectively, is approximately $0.4 million and $3.0 million from amortizing deferred financing fees and loan origination discounts. The remaining decrease of $6.3 million during the second quarter ended June 30, 2013 is driven from lower interest rates from debt repricings completed in November of 2012 and March of 2013, as well as from lower debt levels due to repayments made.

Gain on Sale of Equity Method Investment. On May 31, 2012, we sold our interest in a joint venture named OrangeSoda, Inc., a Nevada corporation in the business of developing, marketing, selling and providing search engine marketing and optimization services for small businesses. We acquired the 25.3% interest in OrangeSoda, Inc. as part of the Network Solutions acquisition on October 27, 2011. In June 2012, proceeds of $7.2 million were received from the buyer and a gain of $5.2 million was recorded during the three months ended June 30, 2012. Approximately $0.4 million of additional proceeds that were held in escrow were released in June 2013 as the representations and warranties were satisfied. The additional gain of $0.4 million from the sale was recorded during the three months ended June 30, 2013.

Income Tax Expense. We recorded an income tax expense of $3.8 million and an income tax benefit of $4.2 million during the three months ended June 30, 2013 and 2012, respectively, based upon our estimated annual effective tax rate. Our estimated annual effective tax rate for the three months ended June 30, 2013 reflects an increase in our projected year-end valuation allowance related our estimated pre-tax loss for 2013 and the increase in our non-reversing deferred tax liabilities.

Results of Operations

Comparison of the results for the six months ended June 30, 2013 to the results for the six months ended June 30, 2012

The following table sets forth our key business metrics for the six months ended June 30: 

	Six months ended June 30,
	2013			2012
	(unaudited, in thousands)
Net subscriber additions	47,109			15,663
Churn	1		%	1		%
Average revenue per user (monthly)	$	13.99		$	13.24

Net subscribers increased by 47,109 customers during the six months ended June 30, 2013, as compared to an increase of 15,663 customers during the six months ended June 30, 2012. Churn remained at a low level of 1% during the six months ended June 30, 2013. The increase in customers and the maintenance of our low churn level of 1% is primarily due to our increased marketing efforts in prior periods, as well as during the six months ended June 30, 2013.

The average revenue per user was $13.99 during the six months ended June 30, 2013, as compared to $13.24 during the same period ended June 30, 2012. The growth in average revenue per subscriber continues to be driven principally by our up-sell and cross-sell campaigns focused on selling higher revenue products to our existing customers as well as the introduction of new product offerings and sales channels oriented toward acquiring higher value customers.

Revenue

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	Six months ended June 30,
	2013		2012
	(unaudited, in thousands)
Revenue:
Subscription	$	230,967	$	184,806
Professional services and other	5,027		5,654
Total revenue	$	235,994	$	190,460

Total revenue increased 24% to $236.0 million in the six months ended June 30, 2013 from $190.5 million in the six months ended June 30, 2012. Total revenue during the six months ended June 30, 2013 and 2012, includes the unfavorable impact of $23.5 million and $50.6 million, respectively, from amortizing into revenue, deferred revenue that was recorded at fair value at the acquisition date. The fair value of the acquired deferred revenue was approximately 51% less than the pre-acquisition historical basis of Network Solutions and Register.com. The unfavorable impact declined $27.1 million during the six months ended June 30, 2013 compared to the same prior period. The remaining $18.4 million increase in revenue during the six months ended June 30, 2013 continues to be driven principally by our up-sell and cross-sell campaigns focused on selling higher revenue products, primarily eWorks! XL, online marketing and search engine products and services, to our existing customers, higher advertising revenue, as well as the introduction of new product offerings and sales channels oriented toward acquiring higher value customers.

Subscription Revenue. Subscription revenue increased 25% during the six months ended June 30, 2013 to $231.0 million from $184.8 million during the six months ended June 30, 2012. The increase is due to the overall revenue drivers discussed above.

Professional Services and Other Revenue. Professional services revenue decreased 11% to $5.0 million in the six months ended June 30, 2013 from $5.7 million in the six months ended June 30, 2012.

Cost of Revenue 

	Six months ended June 30,
	2013		2012
	(unaudited, in thousands)
Cost of revenue	$	85,519	$	78,407

Cost of Revenue. Cost of revenue increased 9% or $7.1 million during the six months ended June 30, 2013 compared to the six months ended June 30, 2012, which was proportionate to the increase in revenue after excluding the adjustments to fair value acquired deferred revenue.

Our gross margin of 59% during the six months ended June 30, 2012 increased to 64% during the six months ended June 30, 2013. Excluding the $23.5 million and $50.6 million effect of the adjustment related to the fair value of acquired deferred revenue for the six months ended June 30, 2013 and 2012, respectively, gross margin was approximately 67% for both periods.

Operating Expenses 

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	Six months ended June 30,
	2013			2012
	(unaudited, in thousands)
Operating Expenses:
Sales and marketing	$	68,459		$	55,882
Research and development	16,620			18,166
General and administrative	25,664			27,023
Restructuring charges	(32		)	1,353
Depreciation and amortization	40,341			39,413
Total operating expenses	$	151,052		$	141,837

Sales and Marketing Expenses. Sales and marketing expenses increased 23% to $68.5 million and were 29% of total revenue during the six months ended June 30, 2013, up from $55.9 million or 29% of revenue during the six months ended June 30, 2012. The $12.6 million increase is primarily from our additional investments in sales and marketing activities including corporate sponsorships, direct response television advertising, as well as additional sales resources and online marketing expenditures.

Research and Development Expenses. Research and development expenses decreased 9% to $16.6 million, or 7% of total revenue, during the six months ended June 30, 2013 down from $18.2 million, or 10% of total revenue during the six months ended June 30, 2012. The decrease was driven by lower salary and compensation expense resulting from labor dollars being capitalized in connection with an increase of internally developed software projects during the six months ended June 30, 2013 when compared to the same prior year period. In addition, overall headcount was lower during six months ended June 30, 2013 compared the same prior year period ended, as the acquisition of Network Solutions had been fully integrated. Finally, software support and data center fees have decreased by $0.3 million during the six months ended June 30, 2013.

General and Administrative Expenses. General and administrative expenses decreased 5% to $25.7 million, or 11% of total revenue, during the six months ended June 30, 2013, down from $27.0 million or 14% of total revenue during the six months ended June 30, 2012. Overall, during the six months ended June 30, 2013, the employee-related compensation and benefits expense decreased approximately $2.5 million and corporate development costs declined $0.6 million. These decreases were partially offset by an increase in legal, professional and software support fees totaling $1.2 million.

Restructuring Charges. Restructuring charges decreased $1.4 million during the six months ended June 30, 2013 as compared to the same prior year period due to the absence of employee-related termination and lease restructuring expenses resulting from the 2011 acquisition of Network Solutions. See Note 4, Restructuring Costs, for additional information surrounding our restructuring charges and reserves.

Depreciation and Amortization Expense. Depreciation and amortization expense increased to $40.3 million during the six months ended June 30, 2013 up from $39.4 million during the six months ended June 30, 2012. Amortization expense decreased by $0.9 million during the six months ended June 30, 2013, compared to the same prior year period as certain intangible assets were fully amortized, while depreciation expense increased $1.8 million primarily from internally developed software projects and data centers that were placed into service.

Interest Expense, net. Net interest expense totaled $18.2 million and $35.0 million for the six months ended June 30, 2013 and 2012, respectively. Included in the interest expense for the six months ended June 30, 2013 and 2012, respectively, is approximately $1.0 million and $6.3 million from amortizing deferred financing fees and loan origination discounts. The remaining decrease of $11.5 million during the six months ended June 30, 2013 is driven from lower interest rates from debt repricings completed in November of 2012 and March of 2013, as well as from lower overall debt levels.

Gain on Sale of Equity Method Investment. On May 31, 2012, we sold our interest in a joint venture named OrangeSoda, Inc., a Nevada corporation in the business of developing, marketing, selling and providing search engine marketing and optimization services for small businesses. We acquired the 25.3% interest in OrangeSoda, Inc. as part of the Network Solutions acquisition on October 27, 2011. In June 2012, proceeds of $7.2 million were received from the buyer and a gain of $5.2 million was recorded during the six months ended June 30, 2012. Approximately $0.4 million of additional proceeds that were held in escrow were released in June 2013 as the representations and warranties were satisfied. The additional gain of $0.4 million from the sale was recorded during the six months ended June 30, 2013.

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Loss on Debt Extinguishment. In March 2013, we repriced our First Lien Term Loan and increased the outstanding balance of $627.9 million by $32.1 million to $660.0 million. In addition, we increased the maximum amount of available borrowings under the Revolving Credit Facility from $60.0 million to $70.0 million. The proceeds received from the additional First Lien Term Loan were used to pay off the Second Lien Term Loan by $32.0 million in its entirety. The repricing and pay off of the Second Lien Term Loan were accounted for as debt extinguishments in accordance with Accounting Standards Codification (“ASC”) 470, Debt. As a result of the extinguishments, we recorded a $19.5 million loss from accelerating unamortized deferred financing fees and loan origination discounts related to both instruments during the six months ended June 30, 2013. Also included in the loss is $7.2 million of prepayment penalties that were paid in March 2013.

Income Tax Expense. We recorded an income tax expense of $18.3 million and an income tax benefit of $10.7 million during the six months ended June 30, 2013 and 2012, respectively, based upon our estimated annual effective tax rate. Our estimated annual effective tax rate for the six months ended June 30, 2013 reflects an increase in our projected year-end valuation allowance related our estimated pre-tax loss for 2013 and the increase in our non-reversing deferred tax liabilities.

Outlook.

We continue to believe that we have the potential for additional revenue growth as we increase our investments in sales and marketing and further execute our cross-sell/up-sell strategies. Our fully integrated operations allows us the opportunity to generate increased shareholder value from increased scale.  We expect to strengthen our operating cash flows with lower interest rates as a result of the November 2012 and March 2013 repricings of our First Lien Term Loan and the subsequent pay off of our Second Lien Term Loan,which bore a higher interest rate than the First Lien Term Loan. We plan to use additional cash flows to pay down debt and fund incremental marketing investments.  We expect to increase ARPU through our cross-sell/up-sell activities.  As the impact of the fair market value adjustment to deferred revenue acquired in the Networks Solutions and Register.com LP transactions continues to decrease over the course of 2013, we expect gross margins to improve.

Liquidity and Capital Resources

The following table summarizes total cash flows for operating, investing and financing activities for the six months ended June 30, (in thousands):   

	Six months ended June 30,
	2013			2012
	(unaudited)
Net Cash Provided by Operating Activities	$	44,441		$	31,248
Net Cash Used in Investing Activities	(7,885		)	(120		)
Net Cash Used in Financing Activities	(34,938		)	(27,744		)
Increase in Cash and Cash Equivalents	$	1,618		$	3,384

Cash Flows

As of June 30, 2013, we had $16.8 million of cash and cash equivalents and $132.5 million in negative working capital, as compared to $15.2 million of cash and cash equivalents and $113.5 million in negative working capital as of December 31, 2012. The unfavorable change in working capital is primarily due to a $13.8 million increase in current deferred revenue, which is primarily from amortizing into revenue, deferred revenue that was written down for purchase accounting from the acquisitions of Network Solutions and Register.com LP and replacing with deferred revenue that is reflected at full contract value. The current portion of long term debt at June 30, 2013 reflects the estimated excess cash flow requirement that is payable on March 31, 2014 and contributed $9.3 million to the working capital change when compared to December 31, 2012. These increases were partially offset by lower accrued compensation and benefits as year end bonus payments were made in first quarter of 2013. The majority of the negative working capital is due to significant balances of deferred revenue, deferred expenses and deferred tax assets, which get amortized to revenue or expense/benefit rather than settled with cash. The Company expects cash generated from operating activities to be more than sufficient to meet future working capital and debt servicing requirements.

Net cash provided by operations for the six months ended June 30, 2013 increased $13.2 million from the six months ended June 30, 2012 primarily due to improvements in operating income and working capital requirements during the six months ended June 30, 2013, but partially offset by the $7.2 million prepayment penalty that was paid in connection with the March 2013 debt repricing.

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Net cash used in investing activities in the six months ended June 30, 2013 was $7.9 million, as compared to $0.1 million in the six months ended June 30, 2012. Capital expenditures during the first six months of 2013 increased by $0.9 million to $8.2 million. The six months ended June 30, 2013 and 2012 both primarily included costs incurred from building out two centralized data centers, as well as increased efforts to improve internally developed software and websites. In May 2012, proceeds of $7.2 million were received from the sale of an investment that was accounted for under the equity method. An additional $0.4 million of proceeds that were held in escrow from the sale were received in June 2013.

Net cash used in financing activities of $34.9 million included a $1.6 million payment for loan origination discounts related to the March 2013 repricing of the First Lien Term Loan and $31.1 million of principal payments made during the six months ended June 30, 2013. Also included was $2.4 million of payments for debt issuance fees related to the repricing. Proceeds received from the exercise of stock options increased from $3.5 million to $5.8 million in the six months ended June 30, 2013 when compared to the same prior year period. Approximately $5.7 million and $3.2 million of cash was used to pay employee minimum tax withholding requirements in lieu of receiving common shares during the six months ended June 30, 2013 and 2012, respectively. During the six months ended June 30, 2012, payments of $28.0 million reduced the long-term debt balances.

Repricing Long Term Debt

During the first quarter of 2013, we repriced our First Lien Term Loan and increased the outstanding balance of $627.9 million by $32.1 million to $660.0 million. In addition, we increased the maximum amount of available borrowings under the Revolving Credit Facility from $60.0 million to $70.0 million. After giving effect to the repricing, the First Lien Term Loan had an interest rate of LIBOR plus 3.50%, with a 1.0% LIBOR floor, and the Revolving Credit Facility's interest rate is now 3.25% plus LIBOR. The proceeds received from the additional First Lien Term Loan were used to pay off the Second Lien Term Loan by $32.0 million its entirety. See Note 5, Long-Term Debt, for additional information.

Debt Covenants

The credit agreements entered into on October 27, 2011 and subsequently amended in connection with the repricing which became effective on March 6, 2013, as discussed above, require that we maintain a First Lien Net Leverage Ratio (in the case of the First Lien Credit Agreement) as specified in the table below. The First Lien Net Leverage Ratio is defined as the total of the outstanding debt under the First Lien Credit Agreement and Revolving Credit Facility less up to $50.0 million of unrestricted cash and cash equivalents, divided by Consolidated EBITDA. Consolidated EBITDA is defined as consolidated net income before (among other things) interest expense, income tax expense, depreciation and amortization, impairment charges, restructuring costs, changes in deferred revenue and deferred expenses, stock-based compensation expense, acquisition related costs and includes the benefit of annualized synergies due to the Network Solutions integration.

Outstanding debt as of June 30, 2013 for purposes of the First Lien Net Leverage Ratio was approximately $653.1 million. The covenant calculation as of June 30, 2013 is calculated on a trailing 12-month basis:

Covenant Description	Covenant Requirement as of  June 30, 2013	Ratio at June 30, 2013	Favorable/ (Unfavorable)
First Lien Net Debt to Consolidated EBITDA	Not greater than 5.25	4.29	0.96

In addition to the financial covenants listed above, the First Lien Credit Agreement includes customary covenants that limit (among other things) the incurrence of debt, the disposition of assets, and making of certain payments. Substantially all of our tangible and intangible assets collateralize the long-term debt as required by the Credit Agreement.

Non-GAAP Financial Measures

In addition to our financial information presented in accordance with U.S. GAAP, management uses certain “non-GAAP financial measures” within the meaning of the SEC Regulation G. Generally, a non-GAAP financial measure is a numerical measure of a company's operating performance, financial position or cash flows that excludes or includes amounts that are included in or excluded from the most directly comparable measure calculated and presented in accordance with U.S. GAAP.

We believe presenting non-GAAP measures is useful to investors because it describes the operating performance of the company, excluding some recurring charges that are included in the most directly comparable measures calculated and presented in accordance with GAAP. Our management uses these non-GAAP measures as important indicators of the Company's past performance and in planning and forecasting performance in future periods. The non-GAAP financial information we present may not be comparable

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to similarly-titled financial measures used by other companies, and investors should not consider non-GAAP financial measures in isolation from, or in substitution for, financial information presented in compliance with GAAP. You are encouraged to review the reconciliation of non-GAAP financial measures to GAAP financial measures included elsewhere in this Quarterly Report on Form 10-Q.

Relative to each of the non-GAAP measures Web.com presents above, management further sets forth its rationale as follows:

• Non-GAAP Revenue.  We exclude from non-GAAP revenue the impact of the fair value adjustment to amortized deferred revenue because we believe that excluding such measures helps management and investors better understand our revenue trends.

• Non-GAAP Operating Income and Non-GAAP Operating Margin. We exclude from non-GAAP operating income and non-GAAP operating margin, amortization of intangibles, fair value adjustment to deferred revenue and deferred expense, restructuring charges, corporate development expenses, stock-based compensation charges, and gains or losses from asset sales. We believe that excluding these items assists management and investors in evaluating period-over-period changes in our operating income without the impact of items that are not a result of the Company's day-to-day business and operations.

• Non-GAAP Net Income and Non-GAAP Net Income Per Diluted Share. We excluded from non-GAAP net income and non-GAAP net income per diluted share amortization of intangibles, income tax benefit, fair value adjustment to deferred revenue and deferred expense, restructuring charges, corporate development expenses, amortization of deferred financing fees, stock-based compensation, loss on debt extinguishment, gains or losses from asset sales and includes cash income tax expense, because we believe that excluding such measures helps management and investors better understand the Company's operating activities.

• Adjusted EBITDA. We exclude from Adjusted EBITDA depreciation expense, amortization of intangibles, income tax, interest expense, interest income, stock-based compensation, fair value adjustments to deferred revenue and deferred expense, gains or losses from asset sales, corporate development expenses, and restructuring charges, because we believe that excluding such items helps management and investors better understand our operating activities.

In respect of the foregoing, we provide the following supplemental information as additional context for the use and consideration of the non-GAAP financial measures used elsewhere in this Quarterly Report on Form 10-Q:

• Stock-based compensation. These expenses consist of expenses for employee stock options and employee awards under ASC 718-10. While stock-based compensation expense calculated in accordance with ASC 718-10 constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because such expense is not used by management to assess the core profitability of our business operations.

• Amortization of intangibles. We incur amortization of acquired intangibles under ASC 805-10-65. Acquired intangibles primarily consist of customer relationships, non-compete agreements, trade names, and developed technology. Web.com expects to amortize for accounting purposes the fair value of the acquired intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue, the item is excluded because this expense is non-cash in nature and because the Company believes the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding the Company's operational performance. In addition, excluding this item from various non-GAAP measures facilitates management's internal comparisons to our historical operating results and comparisons to the Company's competitors' operating results.

• Depreciation expense. We record depreciation expense associated with its fixed assets. Although the fixed assets generate revenue for Web.com, the item is excluded because the Company believes the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding the Company's operational performance. In addition, excluding this item from certain non-GAAP measures facilitates management's internal comparisons to our historical operating results and comparisons to the Company's competitors' operating results.

• Amortization of deferred financing fees. We incur amortization expense related to deferred financing fees. This item is excluded because Web.com believes the non-GAAP measures excluding this item provide meaningful supplemental information regarding the Company's operational performance. In addition, excluding this item from various non-GAAP measures facilitates management's internal comparisons to our historical operating results and comparisons to the Company's competitors' operating results.

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• Restructuring charges. We have recorded restructuring charges and exclude the impact of these expenses from its non-GAAP measures, because such expense is not used by management to assess the core profitability of the Company's business operations.

• Income tax expense/benefit. Due to the magnitude of our historical net operating losses and related deferred tax asset, the Company excludes income tax expense from its non-GAAP measures primarily because it is not indicative of the cash tax paid by the Company and therefore is not reflective of ongoing operating results. Further, excluding this item from non-GAAP measures facilitates management's internal comparisons to the Company's historical operating results. Web.com also excludes income tax expense altogether from certain non-GAAP financial measures because the Company believes that the non-GAAP measures excluding this item provide meaningful supplemental information regarding the Company's operational performance and facilitates management's internal comparisons to the Company's historical operating results and comparisons to the Company's competitors' operating results.

• Fair value adjustment to deferred revenue and deferred expense. We have recorded a fair value adjustment to acquired deferred revenue and deferred expense in accordance with ASC 805-10-65. We exclude the impact of this adjustment from its non-GAAP measures, because doing so results in non-GAAP revenue and non-GAAP net income which are reflective of ongoing operating results and more comparable to historical operating results, since the majority of the Company's revenue is recurring subscription revenue. Excluding the fair value adjustment to deferred revenue and deferred expense therefore facilitates management's internal comparisons to our historical operating results.

• Corporate development expenses. We incur expenses relating to acquisitions and successful integration of acquisitions. Web.com excludes the impact of these expenses from its non-GAAP measures, because such expense is not used by management to assess the core profitability of the Company's business operations.

• Gains or losses from asset sales and certain other transactions. Web.com excludes the impact of asset sales and certain other transactions including debt extinguishments and the sale of equity method investments from its non-GAAP measures because the impact of these items are not considered part of our ongoing operations.

The following table presents our non-GAAP measures for the periods indicated (in thousands):

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Web.com Group, Inc.
Reconciliation of GAAP to Non-GAAP Results
(in thousands, except for per share data and percentages)
(unaudited)
	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Reconciliation of GAAP revenue to non-GAAP revenue
GAAP revenue	$	120,448		$	98,947		$	235,994		$	190,460
Fair value adjustment to deferred revenue	10,942			22,783			23,489			50,606
Non-GAAP revenue	$	131,390		$	121,730		$	259,483		$	241,066
Reconciliation of GAAP net loss to non-GAAP net income
GAAP net loss	$	(9,744	)	$	(19,059	)	$	(56,247	)	$	(48,838	)
Amortization of intangibles	17,220			17,673			34,506			35,365
Loss on sale of assets	87			—			80			402
Stock based compensation	3,906			3,059			10,270			5,738
Income tax expense (benefit)	3,775			(4,207		)	18,311			(10,745		)
Restructuring (benefit) expense	(32		)	441			(32		)	1,353
Corporate development	—			311			—			645
Amortization of deferred financing fees	441			2,975			1,023			6,298
Cash income tax expense	(193		)	(413		)	(479		)	(698		)
Fair value adjustment to deferred revenue	10,942			22,783			23,489			50,606
Fair value adjustment to deferred expense	408			652			862			1,328
Loss on debt extinguishment	—			—			19,526			—
Gain on sale of equity method investment	(385		)	(5,156		)	(385		)	(5,156		)
Non-GAAP net income	$	26,425		$	19,059		$	50,924		$	36,298
Reconciliation of GAAP diluted net loss per share to non-GAAP diluted net income per share
Diluted shares:	2013			2012			2013			2012
Basic weighted average common shares	48,670			47,031			48,379			46,594
Diluted stock options	2,539			2,054			2,331			2,179
Diluted restricted stock	558			1,095			669			1,122
Total diluted weighted average common shares	51,767			50,180			51,379			49,895
Reconciliation of GAAP diluted net loss per share to non-GAAP diluted net income per share
Diluted GAAP net loss per share	$	(0.20	)	$	(0.41	)	$	(1.16	)	$	(1.05	)
Diluted equity	0.01			0.03			0.07			0.07
Amortization of intangibles	0.33			0.36			0.66			0.71
Loss on sale of assets	—			—			—			0.01
Stock based compensation	0.08			0.06			0.20			0.12
Income tax expense (benefit)	0.07			(0.08		)	0.36			(0.22		)
Restructuring (benefit) expense	—			0.01			—			0.03
Corporate development	—			0.01			—			0.01
Amortization of deferred financing fees	0.01			0.06			0.02			0.13
Cash income tax expense	—			(0.01		)	(0.01		)	(0.01		)
Fair value adjustment to deferred revenue	0.21			0.44			0.46			1.00
Fair value adjustment to deferred expense	0.01			0.01			0.02			0.03
Loss on debt extinguishment	—			—			0.38			—
Gain on sale of equity method investment	(0.01		)	(0.10		)	(0.01		)	(0.10		)
Diluted Non-GAAP net income per share	$	0.51		$	0.38		$	0.99		$	0.73

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	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Reconciliation of GAAP operating income (loss) to non-GAAP operating income
GAAP operating income (loss)	$	1,913		$	(11,242	)	$	(577	)	$	(29,784	)
Amortization of intangibles	17,220			17,673			34,506			35,365
Loss on sale of assets	87			—			80			402
Stock based compensation	3,906			3,059			10,270			5,738
Restructuring (benefit) expense	(32		)	441			(32		)	1,353
Corporate development	—			311			—			645
Fair value adjustment to deferred revenue	10,942			22,783			23,489			50,606
Fair value adjustment to deferred expense	408			652			862			1,328
Non-GAAP operating income	$	34,444		$	33,677		$	68,598		$	65,653
Reconciliation of GAAP operating margin to non-GAAP operating margin
GAAP operating margin	2		%	(11		)%	—		%	(16		)%
Amortization of intangibles	12			14			12			15
Loss on sale of assets	—			—			—			—
Stock based compensation	3			3			4			1
Restructuring (benefit) expense	—			—			—			1
Corporate development	—			—			—			—
Fair value adjustment to deferred revenue	8			21			9			26
Fair value adjustment to deferred expense	1			1			1			—
Non-GAAP operating margin	26		%	28		%	26		%	27		%
Reconciliation of GAAP operating income (loss) to adjusted EBITDA
GAAP operating income (loss)	$	1,913		$	(11,242	)	$	(577	)	$	(29,784	)
Depreciation and amortization	20,301			19,734			40,341			39,413
Loss on sale of assets	87			—			80			402
Stock based compensation	3,906			3,059			10,270			5,738
Restructuring (benefit) expense	(32		)	441			(32		)	1,353
Corporate development	—			311			—			645
Fair value adjustment to deferred revenue	10,942			22,783			23,489			50,606
Fair value adjustment to deferred expense	408			652			862			1,328
Adjusted EBITDA	$	37,525		$	35,738		$	74,433		$	69,701

Contractual Obligations and Commitments

We have no material changes outside the ordinary course of business to the Contractual Obligations table as presented in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2012 Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

As of June 30, 2013 and December 31, 2012, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Sensitivity

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We had unrestricted cash and cash equivalents totaling $16.8 million and $15.2 million at June 30, 2013 and December 31, 2012, respectively. These amounts were invested primarily in money market funds. The unrestricted cash, cash equivalents and short-term marketable securities are held for working capital purposes. We do not enter into investments for trading or speculative purposes. Due to the short-term nature of these investments, we do not anticipate that the interest rates will materially fluctuate; therefore, we believe we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, will reduce future investment income.

As of June 30, 2013, we have $669.9 million of total debt outstanding. We have exposure to market risk for changes in interest rates related to these borrowings. Our variable rate debt is based on 1-month LIBOR plus 3.50% on the First Lien Credit Agreement, which is subject to a 1.0% LIBOR floor. The interest rate of our Revolving Credit Facility is 1-month LIBOR plus 3.25%. Since the First Lien Credit Agreement is subject to a LIBOR floor of 1.0% a 10% increase or decrease in LIBOR would not impact our interest expense on those loans during the six months ended June 30, 2013. A hypothetical 10% increase in variable interest rates in effect would have resulted in additional interest expense of $0.3 million during the six months endedJune 30, 2013, assuming the principal balances remain unchanged.

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 Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Based on their evaluation as of June 30, 2013, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective at the reasonable assurance level to ensure that the information required to be disclosed by us in this quarterly report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules, and that such information is accumulated and communicated to us to allow timely decisions regarding required disclosures.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

Changes in Internal Controls Over Financial Reporting.

There have been no changes in our internal controls over financial reporting during the three months ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 PART II—OTHER INFORMATION

 Item 1. Legal Proceedings.

The Company and its subsidiaries are named from time to time as defendants in various legal actions that are incidental to our business and arise out of or are related to claims made in connection with our customer and vendor contracts and employment-related disputes. We believe that the resolution of these legal actions will not have a material adverse effect on our financial position or results of operations. There were no material legal matters that were reasonably possible or estimable at June 30, 2013.

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Item 1A. Risk Factors.

In evaluating Web.com and our business, you should carefully consider the risks and uncertainties set forth below, together with all of the other information in this report, including the risks discussed in “Management's Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. If any of the following risks occur, our business, financial condition, operating results, and prospects could be materially harmed. In that event, the price of our common stock could decline, and you could lose part or all of your investment.

The risks relating to our business and industry, as set forth in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 6, 2013, are set forth below and are unchanged substantively at June 30, 2013, other than those designated by an asterisk “*”.

In the future, we may be unable to generate sufficient cash flow to satisfy our debt service obligations.

As of June 30, 2013, we had $669.9 million of outstanding long-term debt. Our ability to generate cash flow from operations to make principal and interest payments on our debt will depend on our future performance, which will be affected by a range of economic, competitive and business factors. If our operations do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may need to seek additional capital to make these payments or undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or reducing or delaying capital investments and acquisitions. We cannot assure you that such additional capital or alternative financing will be available on favorable terms, if at all. Our inability to generate sufficient cash flow from operations or obtain additional capital or alternative financing on acceptable terms could have a material adverse effect on our business, financial condition and results of operations.

Our operating results are difficult to predict and fluctuations in our performance may result in volatility in the market price of our common stock.

Due to our evolving business model, and the unpredictability of our evolving industry, our operating results are difficult to predict. We expect to experience fluctuations in our operating and financial results due to a number of factors, such as:

• our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers' requirements;

• the renewal rates and renewal terms for our services;

• changes in our pricing policies;

• the introduction of new services and products by us or our competitors;

• our ability to hire, train and retain members of our sales force;

• the rate of expansion and effectiveness of our sales force;

• the rate of expansion and effectiveness of our sales force;

• technical difficulties or interruptions in our services;

• general economic conditions;

• additional investment in our services or operations;

• ability to successfully identify acquisition targets and integrate acquired businesses and technologies; and

• our success in maintaining and adding strategic marketing relationships.

These factors and others all tend to make the timing and amount of our revenue unpredictable and may lead to greater period-to-period fluctuations in revenue than we have experienced historically.

Additionally, in light of current global and U.S. economic conditions, we believe that our quarterly revenue and results of operations are likely to vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. The results of one quarter may not be relied on as an indication of future performance. If our quarterly revenue or results of operations fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.

We may expand through acquisitions of, or investments in, other companies or technologies, which may result in additional dilution to our stockholders and consume resources that may be necessary to sustain our business.

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One of our business strategies is to acquire complementary services, technologies or businesses. In connection with one or more of those transactions, we may:

• issue additional equity securities that would dilute our stockholders;

• use cash that we may need in the future to operate our business; and

• incur debt that could have terms unfavorable to us or that we might be unable to repay.

Business acquisitions also involve the risk of unknown liabilities associated with the acquired business. In addition, we may not realize the anticipated benefits of any acquisition, including securing the services of key employees. Incurring unknown liabilities or the failure to realize the anticipated benefits of an acquisition could seriously harm our business.

We rely heavily on the reliability, security, and performance of our internally developed systems and operations, and any difficulties in maintaining these systems may result in service interruptions, decreased customer service, or increased expenditures.

The software and workflow processes that underlie our ability to deliver our web services and products have been developed primarily by our own employees. The reliability and continuous availability of these internal systems are critical to our business, and any interruptions that result in our inability to timely deliver our web services or products, or that materially impact the efficiency or cost with which we provide these web services and products, would harm our reputation, profitability, and ability to conduct business. In addition, many of the software systems we currently use will need to be enhanced over time or replaced with equivalent commercial products, either of which could entail considerable effort and expense. If we fail to develop and execute reliable policies, procedures, and tools to operate our infrastructure, we could face a substantial decrease in workflow efficiency and increased costs, as well as a decline in our revenue.

We have a risk of system and internet failures, which could harm our reputation, cause our customers to seek reimbursement for services paid for and not received, and cause our customers to seek another provider for services.

We must be able to operate the systems that manage our network around the clock without interruption. Our operations depend upon our ability to protect our network infrastructure, equipment, and customer files against damage from human error, fire, earthquakes, hurricanes, floods, power loss, telecommunications failures, sabotage, intentional acts of vandalism and similar events. Our networks are currently subject to various points of failure. For example, a problem with one of our routers (devices that move information from one computer network to another) or switches could cause an interruption in the services that we provide to some or all of our customers. In the past, we have experienced periodic interruptions in service. We have also experienced, and in the future we may again experience, delays or interruptions in service as a result of the accidental or intentional actions of internet users, current and former employees, or others. Any future interruptions could:

• cause customers or end users to seek damages for losses incurred;

• require us to replace existing equipment or add redundant facilities;

• damage our reputation for reliable service;

• cause existing customers to cancel their contracts; or

• make it more difficult for us to attract new customers.

* If our security measures are breached, our services may be perceived as not being secure, and our business and reputation could suffer.

Our web services involve the storage and transmission of our customers' proprietary information. It is critical to our business strategy that our facilities and infrastructure remain secure and are perceived by the marketplace to be secure. Although we employ data encryption processes, intrusion detection systems, and other internal control procedures to assure the security of our customers' data, we cannot guarantee that these measures will be sufficient for this purpose. If our security measures are breached as a result of third-party action, employee error or otherwise, and as a result our customers' data becomes available to unauthorized parties, we could incur liability and our reputation would be damaged, which could lead to the loss of current and potential customers. If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and other resources to remedy, protect against or alleviate these and related problems, and we may not be able to remedy these problems in a timely manner, or at all. Because techniques used by outsiders to obtain unauthorized network access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures.

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We have had past security breaches, and, although they did not have a material adverse effect on our operating results, there can be no assurance of a similar result in the future.  Our users have been and will continue to be targeted by parties using fraudulent “spoof” and “phishing” emails to misappropriate personal information or to introduce viruses or other malware through “trojan horse” programs to our users' computers. These emails appear to be legitimate emails sent by us, but direct recipients to fake websites operated by the sender of the email or request that the recipient send a password or other confidential information through email or download malware. Despite our efforts to mitigate “spoof” and “phishing” emails through product improvements and user education, “spoof” and “phishing” activities remain a serious problem that may damage our brands, discourage use of our websites and services and increase our costs.

If internet usage does not grow or if the internet does not continue to be the standard for eCommerce, our business may suffer.

Our success depends upon the continued development and acceptance of the internet as a widely used medium for eCommerce and communication. Rapid growth in the uses of, and interest in, the internet is a relatively recent phenomenon and its continued growth cannot be assured. A number of factors could prevent continued growth, development and acceptance, including:

• the unwillingness of companies and consumers to shift their purchasing from traditional vendors to online vendors;

• the internet infrastructure may not be able to support the demands placed on it, and its performance and reliability may decline as usage grows;

• security and authentication issues may create concerns with respect to the transmission over the internet of confidential information; and

• privacy concerns, including those related to the ability of websites to gather user information without the user's knowledge or consent, may impact consumers' willingness to interact online.

Any of these issues could slow the growth of the internet, which could limit our growth and revenues.

If we cannot adapt to technological advances, our web services and products may become obsolete and our ability to compete would be impaired.

Changes in our industry occur very rapidly, including changes in the way the internet operates or is used by small businesses and their customers. As a result, our web services and products could become obsolete quickly. The introduction of competing products employing new technologies and the evolution of new industry standards could render our existing products or services obsolete and unmarketable. To be successful, our web services and products must keep pace with technological developments and evolving industry standards, address the ever-changing and increasingly sophisticated needs of our customers, and achieve market acceptance. If we are unable to develop new web services or products, or enhancements to our web services or products, on a timely and cost-effective basis, or if our new web services or products or enhancements do not achieve market acceptance, our business would be seriously harmed.

Providing web services and products to small businesses designed to allow them to internet-enable their businesses is a fragmented and changing market; if this market fails to grow, we will not be able to grow our business.

Our success depends on a significant number of small business outsourcing website design, hosting, and management as well as adopting other online business solutions. The market for our web services and products is relatively fragmented and constantly changing. Custom website development has been the predominant method of internet enablement, and small businesses may be slow to adopt our template-based web services and products. Further, if small businesses determine that having an online presence is not giving their businesses an advantage, they would be less likely to purchase our web services and products. If the market for our web services and products fails to grow or grows more slowly than we currently anticipate, or if our web services and products fail to achieve widespread customer acceptance, our business would be seriously harmed.

Our failure to build brand awareness quickly could compromise our ability to compete and to grow our business.

As a result of the highly competitive nature of our market, and the likelihood that we may face competition from new entrants with well established brands, we believe our own brand name recognition and reputation are important. If we do not continue to build brand awareness quickly, we could be placed at a competitive disadvantage to companies whose brands are more recognizable than ours.

A portion of our web services are sold on a month-to-month basis, and if our customers are unable or choose not to subscribe to our web services, our revenue may decrease.

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A portion of our web service offerings are sold pursuant to month-to-month subscription agreements and our customers generally can cancel their subscriptions to our web services at any time with little or no penalty.

There are a variety of factors, which have in the past led, and may in the future lead, to a decline in our subscription renewal rates. These factors include the cessation of our customers' businesses, the overall economic environment in the United States and its impact on small businesses, the services and prices offered by us and our competitors, and the evolving use of the internet by small businesses. If our renewal rates are low or decline for any reason, or if customers demand renewal terms less favorable to us, our revenue may decrease, which could adversely affect our financial performance.

*We were not profitable for the three or six months ended June 30, 2013 or for the years ended December 31, 2012, 2011 and 2010 and we may not become or stay profitable in the future.

We were not profitable for the three or six months ended June 30, 2013 or for the years ended December 31, 2012, 2011 and 2010, and may not be profitable in future years. As of June 30, 2013, we had an accumulated deficit of approximately $348.7 million. We expect that our expenses relating to the sale and marketing of our web services, technology improvements and general and administrative functions, as well as the costs of operating and maintaining our technology infrastructure, will increase in the future. Accordingly, we will need to increase our revenue to be able to again achieve and, if achieved, to later maintain profitability. We may not be able to reduce in a timely manner or maintain our expenses in response to any decrease in our revenue, and our failure to do so would adversely affect our operating results and our level of profitability.

Weakened global economic conditions may harm our industry, business and results of operations.

Our overall performance depends in part on worldwide economic conditions, which may remain challenging for the foreseeable future. Global financial developments seemingly unrelated to us or our industry may harm us. The United States and other key international economies have been impacted by falling demand for a variety of goods and services, poor credit, restricted liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies, and overall uncertainty with respect to the economy. These conditions affect spending and could adversely affect our customers' ability or willingness to purchase our service, delay prospective customers' purchasing decisions, reduce the value or duration of their subscriptions, or affect renewal rates, all of which could harm our operating results.

Our existing and target customers are small businesses. These businesses maybe more likely to be significantly affected by economic downturns than larger, more established businesses. For instance, a financial crisis affecting the banking system or financial markets or the possibility that financial institutions may consolidate or go out of business would result in a tightening in the credit markets, which could limit our customers' access to credit. Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our web services and products. If small businesses experience economic hardship, or if they behave more conservatively in light of the general economic environment, they may be unwilling or unable to expend resources to develop their online presences, which would negatively affect the overall demand for our services and products and could cause our revenue to decline.

If we fail to comply with the established rules of credit card associations, we will face the prospect of financial penalties and could lose our ability to accept credit card payments from customers, which would have a material adverse effect on our business, financial condition and results of operations.

A substantial majority of our revenue originates from online credit card transactions. Under credit card association rules, penalties may be imposed at the discretion of the association. Any such potential penalties would be imposed on our credit card processor by the association. Under our contract with our processor, we are required to reimburse our processor for such penalties. We face the risk that one or more credit card associations may, at any time, assess penalties against us or terminate our ability to accept credit card payments from customers, which would have a material adverse effect on our business, financial condition and results of operations. For example, under current credit card industry practices, we are liable for fraudulent and disputed credit card transactions because we do not obtain the cardholder's signature at the time of the transaction, even though the financial institution issuing the credit card may have authorized the transaction.

Charges to earnings resulting from acquisitions may adversely affect our operating results.

One of our business strategies is to acquire complementary services, technologies or businesses and we have a history of such acquisitions. Under applicable accounting, we allocate the total purchase price of a particular acquisition to an acquired company's net tangible assets and intangible assets based on their fair values as of the date of the acquisition, and record the excess of the purchase price over those fair values as goodwill. Our management's estimates of fair value are based upon assumptions believed to be reasonable but are inherently uncertain. Going forward, the following factors, among others, could result in material charges that would adversely affect our financial results:

• impairment of goodwill;

• charges for the amortization of identifiable intangible assets and for stock-based compensation;

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• accrual of newly identified pre-merger contingent liabilities that are identified subsequent to the finalization of the purchase price allocation; and

• charges to eliminate certain of our pre-merger activities that duplicate those of the acquired company or to reduce our cost structure.

Additional costs may include costs of employee redeployment, relocation and retention, including salary increases or bonuses, accelerated amortization of deferred equity compensation and severance payments, reorganization or closure of facilities, taxes and termination of contracts that provide redundant or conflicting services. Some of these costs may have to be accounted for as expenses that would decrease our net income and earnings per share for the periods in which those adjustments are made.

The failure to integrate successfully the businesses of Web.com and an acquired company, if any, in the future within the expected timeframe would adversely affect the combined company's future results.

One of our business strategies is to acquire complimentary services, technologies or businesses. The success of any future acquisition will depend, in large part, on the ability of the combined company to realize the anticipated benefits, including annual net operating synergies, from combining the businesses of Web.com and the acquired company. To realize these anticipated benefits, the combined company must successfully integrate the businesses of Web.com and an acquired company. This integration will be complex and time consuming.

The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the combined company's failure to achieve some or all of the anticipated benefits of the acquisition.

Potential difficulties that may be encountered in the integration process include the following:

• lost sales and customers as a result of customers of either of the two companies deciding not to do business with the combined company;

• complexities associated with managing the larger, more complex, combined business;

• integrating personnel from the two companies while maintaining focus on providing consistent, high quality services and products;

• potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the acquisition; and

• performance shortfalls at one or both of the companies as a result of the diversion of management's attention caused by completing the acquisition and integrating the companies' operations.

Successful integration of Web.com's and an acquired company's operations, products and personnel may place a significant burden on the combined company's management and internal resources. Challenges of integration include the combined company's ability to incorporate acquired products and business technology into its existing product offerings, and its ability to sell the acquired products through Web.com's existing or acquired sales channels. Web.com may also experience difficulty in effectively integrating the different cultures and practices of the acquired company, as well as in assimilating its' broad and geographically dispersed personnel. Further, the difficulties of integrating the acquired company could disrupt the combined company's ongoing business, distract its management focus from other opportunities and challenges, and increase the combined company's expenses and working capital requirements. The diversion of management attention and any difficulties encountered in the transition and integration process could harm the combined company's business, financial condition and operating results.

We may not realize the anticipated benefits from an acquisition.

Acquisitions involve the integration of companies that have previously operated independently. We expect that acquisitions may result in financial and operational benefits, including increased revenue, cost savings and other financial and operating benefits. We cannot be certain, however, that we will be able to realize increased revenue, cost savings or other benefits from any acquisition, or, to the extent such benefits are realized, that they are realized timely or to the same degree as we anticipated. Integration may also be difficult, unpredictable, and subject to delay because of possible cultural conflicts and different opinions on product roadmaps or other strategic matters. We may integrate or, in some cases, replace, numerous systems, including those involving management information, purchasing, accounting and finance, sales, billing, employee benefits, payroll and regulatory compliance, many of which may be dissimilar. Difficulties associated with integrating an acquisition's service and product offering into ours, or with integrating an acquisition's operations into ours, could have a material adverse effect on the combined company and the market price of our common stock.

Our business depends in part on our ability to continue to provide value-added web services and products, many of which we provide through agreements with third parties. Our business will be harmed if we are unable to provide these web services and products in a cost-effective manner.

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A key element of our strategy is to combine a variety of functionalities in our web service offerings to provide our customers with comprehensive solutions to their online presence needs, such as internet search optimization, local yellow pages listings, and eCommerce capability. We provide many of these services through arrangements with third parties, and our continued ability to obtain and provide these services at a low cost is central to the success of our business. For example, we currently have agreements with several service providers that enable us to provide, at a low cost, internet yellow pages advertising. However, these agreements may be terminated on short notice, typically 30 to 90 days, and without penalty. If any of these third parties were to terminate their relationships with us, or to modify the economic terms of these arrangements, we could lose our ability to provide these services at a cost-effective price to our customers, which could cause our revenue to decline or our costs to increase.

Our data centers are maintained by third parties. A disruption in the ability of one of these service providers to provide service to us could cause a disruption in service to our customers.

A substantial portion of the network services and computer servers we utilize in the provision of services to customers are housed in data centers owned by other service providers. In particular, a significant number of our servers are housed in data centers in Atlanta, Georgia; Jacksonville, Florida; and Sterling, Virginia. We obtain internet connectivity for those servers, and for the customers who rely on those servers, in part through direct arrangements with network service providers and in part indirectly through the owners of those data centers. We also utilize other third-party data centers in other locations. In the future, we may house other servers and hardware items in facilities owned or operated by other service providers.

A disruption in the ability of one of these service providers to provide service to us could cause a disruption in service to our customers. A service provider could be disrupted in its operations through a number of contingencies, including unauthorized access, computer viruses, accidental or intentional actions, electrical disruptions, and other extreme conditions. Although we believe we have taken adequate steps to protect our business through contractual arrangements with our service providers, we cannot eliminate the risk of a disruption in service resulting from the accidental or intentional disruption in service by a service provider. Any significant disruption could cause significant harm to us, including a significant loss of customers. In addition, a service provider could raise its prices or otherwise change its terms and conditions in a way that adversely affects our ability to support our customers or could result in a decrease in our financial performance.

We face intense and growing competition. If we are unable to compete successfully, our business will be seriously harmed.

The market for our web services and products is highly competitive and is characterized by relatively low barriers to entry. Our competitors vary in terms of their size and what services they offer. We encounter competition from a wide variety of company types, including:

• website design and development service and software companies;

• internet service providers and application service providers;

• internet search engine providers;

• local business directory providers;

• website domain name providers and hosting companies; and

• eCommerce platform and service providers.

In addition, due to relatively low barriers to entry in our industry, we expect the intensity of competition to increase in the future from both established and emerging companies. Increased competition may result in reduced gross margins, the loss of market share, or other changes which could seriously harm our business. We also expect that competition will increase as a result of industry consolidations and formations of alliances among industry participants.

Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, greater brand recognition and, we believe, a larger installed base of customers. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their services and products than we can. If we fail to compete successfully against current or future competitors, our revenue could increase less than anticipated or decline and our business could be harmed.

*Our business could be affected by new governmental regulations regarding the internet.

To date, government regulations have not materially restricted use of the internet in most parts of the world. The legal and regulatory environment pertaining to the internet, however, is uncertain and may change. New laws may be passed, existing but previously inapplicable or unenforced laws may be deemed to apply to the internet or regulatory agencies may begin to

35

rigorously enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S. federal or state governments and by governments of foreign jurisdictions. These changes could affect:

• the liability of online resellers for actions by customers, including fraud, illegal content, spam, phishing, libel and defamation, infringement of third-party intellectual property and other abusive conduct;

• other claims based on the nature and content of internet materials;

• user privacy and security issues;

• consumer protection;

• sales taxes by the states in which we sell certain of our products and other taxes, including the value-added tax of the European Union member states, which could impact how we conduct our business by requiring us to set up processes to collect and remit such taxes and could increase our sales audit risk;

• characteristics and quality of services; and

• cross-border eCommerce.

The adoption of any new laws or regulations, or the application or interpretation of existing laws or regulations to the internet, could hinder growth in use of the internet and online services generally, and decrease acceptance of the internet and online services as a means of communications, ecommerce and advertising. In addition, such changes in laws could increase our costs of doing business, subject our business to increased liability or prevent us from delivering our services over the internet, thereby harming our business and results of operations.

We could become involved in claims, lawsuits or investigations that may result in adverse outcomes.

We may become involved in claims, such as lawsuits and investigations, involving but not limited to general business, patents, or employee matters. Such proceedings may initially be viewed as immaterial but could prove to be material. Litigation is inherently unpredictable, and excessive verdicts do occur. Adverse outcomes in lawsuits and investigations could result in significant monetary damages, including indemnification payments, or injunctive relief that could adversely affect our ability to conduct our business and may have a material adverse effect on our financial condition and results of operations. Given the inherent uncertainties in litigation, even when we are able to reasonably estimate the amount of possible loss or range of loss and therefore record an aggregate litigation accrual for probable and reasonably estimable loss contingencies, the accrual may change in the future due to new developments or changes in approach. In addition, such investigations, claims and lawsuits could involve significant expense and diversion of management's attention and resources from other matters.

We might require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new services and products or enhance our existing web services, enhance our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds.

The global financial crisis, which included, among other things, significant reductions in available capital and liquidity from banks and other providers of credit and substantial reductions or fluctuations in equity and currency values worldwide, may make it difficult for us to obtain additional financing on terms favorable to us, if at all. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired.

* The Company's ability to use its net operating loss (NOL) carry forwards to offset future taxable income for U.S. federal income tax purposes may be limited if taxable income does not reach a sufficient level, or as a result of a change in control which could limit available NOLs.

As of December 31, 2012, the Company has Federal net operating loss carry forwards (“NOLs”) of approximately $300.4 million (excluding $30.8 million related to excess tax benefits for stock-based compensation tax deductions in excess of book compensation which will be credited to additional paid-in capital when such deductions reduce taxes payable, as determined on a “with-and-without” basis) available to offset future taxable income which expire between 2020 and 2032. The NOLs are subject to various limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the Company estimates that at least $246.8 million of the NOLs will be available during the carry forward period based on our

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existing Section 382 limitations. As of December 31, 2012, our valuation allowance includes $117.4 million of these NOLs as it is not more likely than not that this portion of the NOLs will be realized based on the expected reversals of our existing deferred tax liabilities and current Section 382 limits.

Section 382 of the Code imposes an annual limitation on the amount of post-ownership change taxable income generated that may be offset with pre-ownership change NOLs of the corporation that experiences an ownership change. The limitation imposed by Section 382 of the Code for any post-ownership change year generally would be determined by multiplying the value of such corporation's stock immediately before the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may, subject to certain limits, be carried over to later years, and the limitation may, under certain circumstances, be increased by built-in gains or reduced by built-in losses in the assets held by such corporation at the time of the ownership change.

If the Company experiences any future “ownership change” as defined in Section 382 of the Code, the Company's ability to utilize its NOLs could be further limited depending on several factors, including but not limited to, the amount of taxable income generated during any post-ownership change year and the annual limitation discussed above. Similar results could apply to our state NOLs because the states in which we operate generally follow Section 382.

Additionally, the Company's ability to use its NOLs will also depend on the amount of taxable income generated in future periods. The NOLs may expire before the Company can generate sufficient taxable income to utilize the NOLs.

Any growth could strain our resources and our business may suffer if we fail to implement appropriate controls and procedures to manage our growth.

Growth in our business may place a strain on our management, administrative, and sales and marketing infrastructure. If we fail to successfully manage our growth, our business could be disrupted, and our ability to operate our business profitably could suffer. Growth in our employee base may be required to expand our customer base and to continue to develop and enhance our web service and product offerings. To manage growth of our operations and personnel, we would need to enhance our operational, financial, and management controls and our reporting systems and procedures. This would require additional personnel and capital investments, which would increase our cost base. The growth in our fixed cost base may make it more difficult for us to reduce expenses in the short term to offset any shortfalls in revenue.

If we fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, which could cause our stock price to fall or result in our stock being delisted.

Effective internal controls are necessary for us to provide reliable and accurate financial reports. We will need to devote significant resources and time to comply with the requirements of Sarbanes-Oxley with respect to internal control over financial reporting. In addition, Section 404 under Sarbanes-Oxley requires that we assess and our auditors attest to the design and operating effectiveness of our internal control over financial reporting. Our ability to comply with the annual internal control report requirement for our fiscal year ending on December 31, 2013 will depend on the effectiveness of our financial reporting and data systems and controls across our company and our operating subsidiaries. We expect these systems and controls to become increasingly complex as we integrate acquisitions and our business grows. To effectively manage this complexity, we will need to continue to improve our operational, financial, and management controls and our reporting systems and procedures. Any failure to implement required new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results or cause us to fail to meet our financial reporting obligations, which could adversely affect our business and jeopardize our listing on the NASDAQ Global Select Market, either of which would harm our stock price.

We are dependent on our executive officers, and the loss of any key member of this team may compromise our ability to successfully manage our business and pursue our growth strategy.

Our future performance depends largely on the continuing service of our executive officers and senior management team, especially that of David Brown, our Chief Executive Officer. Our executives are not contractually obligated to remain employed by us. Accordingly, any of our key employees could terminate their employment with us at any time without penalty and may go to work for one or more of our competitors after the expiration of their non-compete period. The loss of one or more of our executive officers could make it more difficult for us to pursue our business goals and could seriously harm our business.

Our business could be materially harmed if the administration and operation of the internet no longer rely upon the existing domain system.

The domain registration industry continues to develop and adapt to changing technology. This development may include changes in the administration or operation of the internet, including the creation and institution of alternate systems for

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directing internet traffic without the use of the existing domain system. The widespread acceptance of any alternative systems could eliminate the need to register a domain to establish an online presence and could materially adversely affect our business, financial condition and results of operations.

We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or otherwise harm our competitive position.

Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology, web services, and products. If we are unable to protect our intellectual property, our competitors could use our intellectual property to market services and products similar to those offered by us, which could decrease demand for our web services and products. We may be unable to prevent third parties from using our proprietary assets without our authorization. We do not currently rely on patents to protect all of our core intellectual property. To protect, control access to, and limit distribution of our intellectual property, we generally enter into confidentiality and proprietary inventions agreements with our employees, and confidentiality or license agreements with consultants, third-party developers, and customers. We also rely on copyright, trademark, and trade secret protection. However, these measures afford only limited protection and may be inadequate. Enforcing our rights to our technology could be costly, time-consuming and distracting. Additionally, others may develop non-infringing technologies that are similar or superior to ours. Any significant failure or inability to adequately protect our proprietary assets will harm our business and reduce our ability to compete.

Our growth will be adversely affected if we cannot continue to successfully retain, hire, train, and manage our key employees, particularly in the telesales and customer service areas.

Our ability to successfully pursue our growth strategy will depend on our ability to attract, retain, and motivate key employees across our business. We have many key employees throughout our organization that do not have non-competition agreements and may leave to work for a competitor at any time. In particular, we are substantially dependent on our telesales and customer service employees to obtain and service new customers. Competition for such personnel and others can be intense, and there can be no assurance that we will be able to attract, integrate, or retain additional highly qualified personnel in the future. In addition, our ability to achieve significant growth in revenue will depend, in large part, on our success in effectively training sufficient personnel in these two areas. New hires require significant training and in some cases may take several months before they achieve full productivity, if they ever do. Our recent hires and planned hires may not become as productive as we would like, and we may be unable to hire sufficient numbers of qualified individuals in the future in the markets where we have our facilities. If we are not successful in retaining our existing employees, or hiring, training and integrating new employees, or if our current or future employees perform poorly, growth in the sales of our services and products may not materialize and our business will suffer.

Impairment of goodwill and other intangible assets would result in a decrease in earnings.

Current accounting rules require that goodwill and other intangible assets with indefinite useful lives may not be amortized, but instead must be tested for impairment at least annually. These rules also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We have substantial goodwill and other intangible assets, and we would be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined. Any impairment charges or changes to the estimated amortization periods could have a material adverse effect on our financial results.

Provisions in our amended and restated certificate of incorporation and bylaws or under Delaware law might discourage, delay, or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock by acting to discourage, delay, or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions:

• establish a classified board of directors so that not all members of our board are elected at one time;

• provide that directors may only be removed for cause and only with the approval of 66 2/3% of our stockholders;

• require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and bylaws;

• authorize the issuance of blank check preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;

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• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

• provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and

• establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay, or prevent a change of control of our company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with designated natural persons or entities involved in terrorism or the proliferation of weapons of mass destruction. Disclosure is required even when the activities, transactions or dealings are conducted outside the United States by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are subject to sanctions under U.S. law.

As of the date of this report, we are not aware of any activity, transaction or dealing by us or any of our affiliates during the quarter ended June 30, 2013 that requires disclosure in this report under Section 13(r) of the Exchange Act, except as set forth below, which involves Network Solutions, LLC (“NetSol”), a subsidiary which Web.com Group acquired on October 27, 2011. The following disclosure is made pursuant to Section 13(r) of the Exchange Act.

Web.com has recently conducted a review of its compliance practices and those of its subsidiaries in regards to exports and sanctions regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Treasury Department. During the course of this review, Web.com Group determined that NetSol, an entity that Web.com Group acquired in 2011, provided domain name registration services to an agency of the Government of Iran and two entities included on OFAC's List of Specially Designated Nationals and Blocked Persons (“SDNs”) that have not been authorized by a U.S. federal department or agency.

Domain name registration services consist of accepting and processing applications for the registration, renewal, and transfer of domain names through NetSol's registrar. NetSol provided such services to (i) Valfajr 8^th Shipping Line Co SSK (“VESC”), which was designated as an SDN in 2008 pursuant to Executive Order 13382, for the domain vesc.net; (ii) the Iran Marine Industrial Company (a.k.a., SADRA), which was designated as an SDN in 2012 pursuant to Executive Order 13382, for the domain name sadragroup.com; and (iii) the Islamic Republic of Iran Meteorological Organization (“IRIMO”), which, to the Company's understanding, is an Iranian government organization, for the domain name irimet.net. NetSol sold domain name registration services to the above three entities between 1999 and 2002, well before NetSol was acquired by Web.com Group in 2011.

VESC, SADRA, and IRIMO made upfront pre-payments to NetSol of $134.91 each to renew their respective domains and to allow such domains to remain active for 9-year terms. NetSol received the upfront pre-payments in 2007 and years prior, and

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therefore has not received any payments for any of the three domains in the last five years. Web.com Group recognized a total of $74.21 in gross revenue from the above three domains during the second quarter of 2013, with net profits of substantially less than that amount.

NetSol has locked and deprovisioned the above three domains on May 14, 2013 and as a result, the websites for the domain names are no longer accessible to the public. In addition, there is a transfer lock on the domains, meaning that the domains cannot be transferred to another domain name registrar. NetSol does not intend to reactivate the above domains or conduct further business with VESC, SADRA, or IRIMO. In addition, Web.com is in the process of implementing additional screening procedures across its subsidiaries to flag customers located in Iran and/or included on OFAC's SDN list to prevent future violations of OFAC sanctions regulations. Web.com has filed a voluntary disclosure with OFAC on June 28, 2013 regarding the above matters.

Item 6. Exhibits.

Exhibit No.	Description of Document
3.1	Amended and Restated Certificate of Incorporation of Web.com Group, Inc. (1)
3.2	Amended and Restated Bylaws of Web.com Group, Inc. (2)
3.3	Certificate of Ownership and Merger of Registration (3)
4.1	Reference is made to Exhibits 3.1 and 3.2
4.2	Specimen Stock Certificate. (3)
31.1	Chief Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a).
31.2	Chief Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a).
32.1	Certifications of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). (4)
EX-101.INS	XBRL Instance Document.*
EX-101.SCH	XBRL Taxonomy Extension Schema Document.*
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.*
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.*
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase Document.*
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.*

* The XBRL information is being furnished with this Form 10-Q, not filed

________________________ 

(1) Filed as an Exhibit to the Registrant’s registration statement on Form S-1 (No. 333-124349), filed with the SEC on April 27, 2005, as amended, and incorporated herein by reference.

(2) Filed as an Exhibit to the Registrant’s current report on Form 8-K (000-51595), filed with the SEC on February 10, 2009, and incorporated herein by reference.

(3) Filed as an Exhibit to the Registrant’s current report on Form 8-K (000-51595), filed with the SEC on October 30, 2008, and incorporated herein by reference.

(4) The certification attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Web.com Group, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

	Web.com Group, Inc.
	(Registrant)
August 2, 2013	/s/ Kevin M. Carney
Date	Kevin M. Carney Chief Financial Officer (Principal Financial and Accounting Officer)

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INDEX OF EXHIBITS

Exhibit No.	Description of Document
3.1	Amended and Restated Certificate of Incorporation of Web.com Group, Inc. (1)
3.2	Amended and Restated Bylaws of Web.com Group, Inc. (2)
3.3	Certificate of Ownership and Merger of Registration (3)
4.1	Reference is made to Exhibits 3.1 and 3.2
4.2	Specimen Stock Certificate. (3)
31.1	Chief Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a).
31.2	Chief Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a).
32.1	Certifications of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). (4)
EX-101.INS	XBRL Instance Document.*
EX-101.SCH	XBRL Taxonomy Extension Schema Document.*
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.*
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.*
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase Document.*
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.*

(1) Filed as an Exhibit to the Company’s registration statement on Form S-1 (No. 333-124349), filed with the SEC on April 27, 2005, as amended, and incorporated herein by reference.

(2) Filed as an Exhibit to the Company’s current report on Form 8-K (000-51595), filed with the SEC on February 10, 2009, and incorporated herein by reference.

(3) Filed as an Exhibit to the Company’s current report on Form 8-K (000-51595), filed with the SEC on October 30, 2008, and incorporated herein by reference.

(4) The certification attached as Exhibit 32.1 accompanying this Quarterly Report on Form 10-Q, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Web.com Group, 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.

*                     The XBRL information is being furnished with this Form 10-Q, not filed.

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