NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1
.
Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies
Nature of Operations
As used in this report, the terms “Rackspace,” “Rackspace Hosting,” “we,” “our company,” “the company,” “us,” or “our” refer to Rackspace Hosting, Inc. and its subsidiaries. Rackspace Hosting, Inc., through its operating subsidiaries, is a provider of managed cloud services in the business information technology ("IT") market. We serve our customers from our data centers on
four
continents. We help customers tap the power of cloud computing by delivering world-class service on the world's leading technology platforms. We are experts in IT, so our customers do not have to be.
Our operations began in 1998 as a limited partnership, and Rackspace Hosting, Inc. was incorporated in Delaware in March 2000.
Basis of Consolidation
The accompanying consolidated financial statements include the accounts of Rackspace Hosting, Inc. and our wholly-owned subsidiaries, which include, among others, Rackspace US, Inc., our domestic operating entity, and Rackspace Limited, our United Kingdom operating entity. Intercompany transactions and balances have been eliminated in consolidation.
Foreign currency translation adjustments arising from differences in exchange rates from period to period are included in the foreign currency translation adjustment account in accumulated other comprehensive income (loss). The income tax expense allocated to foreign currency translation adjustments during the
three
months ended
March 31, 2016
was
$0.1 million
. There were
no
income taxes allocated during the
three
months ended
March 31, 2015
.
Unaudited Interim Financial Information
The accompanying consolidated financial statements as of
March 31, 2016
, and for the
three
months ended
March 31, 2015
and
2016
, are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all financial information and disclosures required by GAAP for complete financial statements, and certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of
December 31, 2015
included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 26, 2016
(the "
2015
Annual Consolidated Financial Statements"). The unaudited interim consolidated financial statements have been prepared on the same basis as the
2015
Annual Consolidated Financial Statements and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of our financial position as of
March 31, 2016
, our results of operations for the
three
months ended
March 31, 2015
and
2016
, and our cash flows for the
three
months ended
March 31, 2015
and
2016
.
The results of operations for the
three
months ended
March 31, 2016
are not necessarily indicative of the results of operations to be expected for the year ending
December 31, 2016
, or for any other interim period, or for any other future year.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable and customer credits, property and equipment, fair values of intangible assets and goodwill, useful lives of intangible assets, fair value of share-based compensation, contingencies, and income taxes, among others. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from our estimates.
Significant Accounting Policies and Estimates
Our
2015
Annual Consolidated Financial Statements include an additional discussion of the significant accounting policies and estimates used in the preparation of our consolidated financial statements. There were no material changes to our significant accounting policies and estimates during the
three
months ended
March 31, 2016
.
Revision to Prior Period Financial Statements
During the first quarter of 2016, we discovered an error in the reporting of certain software licenses for the period from July 2013 through December 2015, resulting in an immaterial understatement of license expense and the related liability for these periods. The cumulative decrease to December 31, 2015 retained earnings as a result of this error was
$8.4 million
, representing the understatement of license expense of
$13.6 million
, net of the related impact on income taxes of
$5.2 million
. We have evaluated the materiality of this error and determined that the impact is not material to our results of operations, financial position, or cash flows in previously issued financial statements. We have retrospectively revised our financial statements for all periods presented to reflect the correction of this error and the related income tax effect. The impact of this revision on the consolidated balance sheet as of December 31, 2015 and the consolidated statements of comprehensive income and cash flows for the three months ended March 31, 2015 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2015
|
(In millions)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
Consolidated Balance Sheet:
|
|
|
|
|
|
|
Deferred income taxes
|
|
$
|
60.0
|
|
|
$
|
(5.2
|
)
|
|
$
|
54.8
|
|
Other liabilities
|
|
32.8
|
|
|
13.6
|
|
|
46.4
|
|
Total liabilities
|
|
1,037.7
|
|
|
8.4
|
|
|
1,046.1
|
|
Retained earnings
|
|
178.1
|
|
|
(8.4
|
)
|
|
169.7
|
|
Total stockholders' equity
|
|
976.5
|
|
|
(8.4
|
)
|
|
968.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2015
|
(In millions, except per share data)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
Consolidated Statement of Comprehensive Income:
|
|
|
|
|
|
|
Cost of revenue
|
|
$
|
161.3
|
|
|
$
|
1.5
|
|
|
$
|
162.8
|
|
Income from operations
|
|
44.4
|
|
|
(1.5
|
)
|
|
42.9
|
|
Income before income taxes
|
|
42.0
|
|
|
(1.5
|
)
|
|
40.5
|
|
Income taxes
|
|
13.6
|
|
|
(0.6
|
)
|
|
13.0
|
|
Net income
|
|
28.4
|
|
|
(0.9
|
)
|
|
27.5
|
|
Comprehensive income
|
|
17.2
|
|
|
(0.9
|
)
|
|
16.3
|
|
Net income per share
|
|
|
|
|
|
|
Basic
|
|
$
|
0.20
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.19
|
|
Diluted
|
|
$
|
0.20
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2015
|
(In millions)
|
|
As Previously Reported
|
|
Adjustments
|
|
As Revised
|
Consolidated Statement of Cash Flows:
|
|
|
|
|
|
|
Net income
|
|
$
|
28.4
|
|
|
$
|
(0.9
|
)
|
|
$
|
27.5
|
|
Deferred income taxes
|
|
(14.7
|
)
|
|
(0.6
|
)
|
|
(15.3
|
)
|
Other non-current assets and liabilities
|
|
1.5
|
|
|
1.5
|
|
|
3.0
|
|
Recent Accounting Pronouncements Not Yet Adopted
In May 2014, the FASB issued a new standard on revenue recognition. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires capitalization of incremental costs to obtain a contract and significantly expanded quantitative and qualitative disclosures. In August 2015, the FASB issued guidance which deferred the effective date by one year. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted for annual periods beginning after December 15, 2016. We intend to adopt the standard on January 1, 2018. Upon adoption, the new guidance will be applied retrospectively using one of two methods. One method is to apply the guidance retrospectively to each prior period presented with practical expedients available. The second method is to apply the guidance retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application. We are continuing to evaluate our method of adoption and the impact this new accounting standard will have on our consolidated financial statements.
In January 2016, the FASB issued a new standard on the recognition and measurement of financial assets and financial liabilities that requires entities to measure most equity investments, except those accounted for under the equity method, at fair value and recognize changes in fair value in net income. The standard will become effective for Rackspace on January 1, 2018 and will be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. We are currently evaluating the impact this new accounting standard will have on our consolidated financial statements.
In February 2016, the FASB issued a new standard on lease accounting that will require lessees to recognize all leases with a term greater than 12 months on the balance sheet, as a lease liability and right-of-use asset. Lease classification will determine whether a lease is reported as a financing transaction in the income statement and statement of cash flows. Additionally, the new standard substantially changes sale-leaseback accounting and replaces current build-to-suit lease accounting guidance. The standard will become effective for Rackspace on January 1, 2019, with early adoption permitted. We anticipate this standard will have a material impact on our consolidated balance sheets, and we are currently evaluating its impact.
In March 2016, the FASB issued guidance that simplifies several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This new guidance will become effective for Rackspace on January 1, 2017, with early adoption permitted. We are currently evaluating the early adoption option and the impact this guidance will have on our consolidated financial statements.
2. Net Income Per Share
The following table sets forth the computation of basic and diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(In millions, except per share data)
|
|
2015
|
|
2016
|
Basic net income per share:
|
|
|
|
|
Net income
|
|
$
|
27.5
|
|
|
$
|
48.8
|
|
Weighted average shares outstanding:
|
|
|
|
|
Common stock
|
|
141.4
|
|
|
130.3
|
|
Number of shares used in per share computations
|
|
141.4
|
|
|
130.3
|
|
Net income per share
|
|
$
|
0.19
|
|
|
$
|
0.37
|
|
|
|
|
|
|
Diluted net income per share:
|
|
|
|
|
Net income
|
|
$
|
27.5
|
|
|
$
|
48.8
|
|
Weighted average shares outstanding:
|
|
|
|
|
Common stock
|
|
141.4
|
|
|
130.3
|
|
Stock options, awards and employee share purchase plans
|
|
2.8
|
|
|
0.7
|
|
Number of shares used in per share computations
|
|
144.2
|
|
|
131.0
|
|
Net income per share
|
|
$
|
0.19
|
|
|
$
|
0.37
|
|
We excluded
2.5 million
and
7.6 million
potential common shares from the computation of dilutive net income per share for the
three
months ended
March 31, 2015
and
2016
, respectively, because the effect would have been anti-dilutive.
3.
Property and Equipment, net
Property and equipment, net, at
December 31, 2015
and
March 31, 2016
consisted of the following:
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
December 31,
2015
|
|
March 31,
2016
|
Computers and equipment
|
|
$
|
1,787.2
|
|
|
$
|
1,797.6
|
|
Computer software
|
|
370.6
|
|
|
376.3
|
|
Furniture and fixtures
|
|
63.5
|
|
|
63.3
|
|
Buildings and leasehold improvements
|
|
355.7
|
|
|
350.0
|
|
Land
|
|
28.1
|
|
|
27.8
|
|
Property and equipment, at cost
|
|
2,605.1
|
|
|
2,615.0
|
|
Less: Accumulated depreciation and amortization
|
|
(1,539.7
|
)
|
|
(1,589.7
|
)
|
Work in process
|
|
82.6
|
|
|
89.9
|
|
Property and equipment, net
|
|
$
|
1,148.0
|
|
|
$
|
1,115.2
|
|
The composition of the work in process balance was as follows:
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
December 31,
2015
|
|
March 31,
2016
|
Office facility build outs
|
|
$
|
11.5
|
|
|
$
|
11.6
|
|
Data center build outs
|
|
49.0
|
|
|
50.7
|
|
Capitalized software
|
|
22.1
|
|
|
27.6
|
|
Work in process
|
|
$
|
82.6
|
|
|
$
|
89.9
|
|
4. Goodwill
As described in Note
12.
Segment Information
, beginning in the first quarter of 2016, we changed our presentation of segment information to reflect changes in the way our business is managed. This resulted in a change to our operating segments and reporting units. We allocated goodwill to our new reporting units using a relative fair value approach.
During the first quarter of 2016, we reduced goodwill by
$0.7 million
in connection with the sale of certain assets of a non-strategic product line as described in Note
11.
Gain on Sale
.
As of
March 31, 2016
, the balance of goodwill by operating segment was as follows:
|
|
|
|
|
|
(In millions)
|
|
March 31,
2016
|
Americas
|
|
$
|
58.1
|
|
International
|
|
22.3
|
|
Total goodwill
|
|
$
|
80.4
|
|
5. Cost-Method Investments
We have several direct investments accounted for under the cost method. The aggregate carrying amount of our cost-method investments, which are recorded as "Other non-current assets" in the consolidated balance sheets, as of
December 31, 2015
and
March 31, 2016
was
$11.6 million
.
We hav
e determined that it is not practicable to estimate the fair value of these investments. If we identify events or changes in circumstances that may have a significant adverse effect on the fair value of these investments, we will then estimate their fair values and determine if any decline in the fair value of the investments below carrying value is other-than-temporary
.
No events or circumstances indicating a potential impairment were identified as of
March 31, 2016
.
6.
Debt
Debt consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
(In millions)
|
Revolving Credit Facility
|
|
Senior Notes due 2024
|
|
Total
|
Principal balance
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
500.0
|
|
Unamortized debt issuance costs
|
—
|
|
|
(7.6
|
)
|
|
(7.6
|
)
|
Total debt
|
—
|
|
|
492.4
|
|
|
492.4
|
|
Less: current portion of debt
|
—
|
|
|
—
|
|
|
—
|
|
Debt, excluding current portion
|
$
|
—
|
|
|
$
|
492.4
|
|
|
$
|
492.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
(In millions)
|
Revolving Credit Facility
|
|
Senior Notes due 2024
|
|
Total
|
Principal balance
|
$
|
—
|
|
|
$
|
500.0
|
|
|
$
|
500.0
|
|
Unamortized debt issuance costs
|
—
|
|
|
(7.4
|
)
|
|
(7.4
|
)
|
Total debt
|
—
|
|
|
492.6
|
|
|
492.6
|
|
Less: current portion of debt
|
—
|
|
|
—
|
|
|
—
|
|
Debt, excluding current portion
|
$
|
—
|
|
|
$
|
492.6
|
|
|
$
|
492.6
|
|
Revolving Credit Facility
We are party to a
$200 million
unsecured revolving credit facility (the "Revolving Credit Facility"). As of
March 31, 2016
, we had
no
outstanding borrowings under the Revolving Credit Facility and
$0.4 million
of undrawn letters of credit. As of the same date, we were
in compliance with all of the covenants under this facility
.
Senior Notes due 2024
As of
March 31, 2016
, the outstanding principal amount of the Senior Notes due 2024 (the "Senior Notes") was
$500 million
. The Senior Notes will mature on
January 15, 2024
and bear interest at a rate of
6.5%
per year, payable semi-annually on January 15 and July 15 of each year. The first interest payment date is
July 15, 2016
. As of
March 31, 2016
, we were
in compliance with all covenants under the Senior Notes indenture
.
The fair value of the Senior Notes as of
March 31, 2016
was
$490.0 million
, based on quoted market prices for identical assets that are traded in over-the-counter secondary markets that are not considered active. The fair value of the Senior Notes is classified as Level 2 in the fair value hierarchy.
7
.
Contingencies
We have contingent liabilities resulting from various litigation, claims and commitments. We record accruals for loss contingencies when losses are considered probable and can be reasonably estimated. The amount that will ultimately be paid related to these matters may differ from the recorded accruals, and the timing of such payments is uncertain.
We are a party to various claims that certain of our services and technologies infringe the intellectual property rights of others. Adverse results in these lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders preventing us from offering certain features, products, or services, and may also cause us to change our business practices and require development of non-infringing products or technologies, which could result in a loss of revenue for us and otherwise harm our business. We have disputed the allegations of wrongdoing in these proceedings and intend to vigorously defend ourselves in all such matters.
We cannot predict the impact, if any, that any of the matters described above may have on our business, results of operations, financial position, or cash flows. Because of the inherent uncertainties of such matters, including the early stage and lack of specific damage claims in many of them, we cannot estimate the range of possible losses from them.
8. Share-Based Compensation
Share-based compensation expense was recognized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(In millions)
|
|
2015
|
|
2016
|
Cost of revenue
|
|
$
|
4.0
|
|
|
$
|
4.1
|
|
Research and development
|
|
3.2
|
|
|
2.2
|
|
Sales and marketing
|
|
2.7
|
|
|
2.6
|
|
General and administrative
|
|
10.1
|
|
|
8.9
|
|
Pre-tax share-based compensation
|
|
20.0
|
|
|
17.8
|
|
Less: Income tax benefit
|
|
(6.5
|
)
|
|
(5.7
|
)
|
Total share-based compensation expense, net of tax
|
|
$
|
13.5
|
|
|
$
|
12.1
|
|
As of
March 31, 2016
, there was
$166.7 million
of unrecognized compensation cost, which will be recognized using the straight-line method over a weighted average period of
2.6 years
.
9. Taxes
We are subject to U.S. federal income tax and various state, local, and international income taxes in numerous jurisdictions. Our domestic and international tax liabilities are subject to the allocation of revenue and expenses in different jurisdictions and the timing of recognizing revenue and expenses. As such, our effective tax rate is impacted by the geographical distribution of income and mix of profits in the various jurisdictions. Additionally, the amount of income taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we file.
We expect a taxable profit in the U.S. and U.K. for the full year
2016
before consideration of excess tax benefits, and therefore we anticipate utilizing benefits of tax deductions related to share-based compensation in
2016
. As a result, we have recognized an excess tax benefit in the U.S. and U.K. during the
three
months ended
March 31, 2016
.
On July 27, 2015, in Altera Corp. v. Commissioner, the U.S. Tax Court issued an opinion related to the treatment of share-based compensation expense in an intercompany cost-sharing arrangement. At this time, the U.S. Department of the Treasury has not withdrawn the requirement to include share-based compensation from its regulations, and the Internal Revenue Service filed a notice of appeal to the Ninth Circuit of Appeals on February 19, 2016. Until a final decision has been reached, we will continue to monitor developments related to the regulation and the possible impact, if any, of those developments on the consolidated financial statements.
10.
Share Repurchase Program
Our board of directors has authorized a share repurchase program under which shares may be repurchased from time to time through both open market and privately negotiated transactions.
During the
three months
ended
March 31, 2016
, we repurchased
$68 million
, or
3.2 million
shares, of our common stock on the open market under our authorized share repurchase program; these shares were subsequently retired. Of these repurchases,
$61 million
had been settled as of
March 31, 2016
, and the remaining
$7 million
, representing
0.3 million
shares, was recorded as a liability in "Accounts payable and accrued expenses" on the Consolidated Balance Sheet.
As of
March 31, 2016
, approximately
$566 million
of the amount authorized by the board under the current program remained available for additional purchases.
11.
Gain on Sale
On January 5, 2016, we completed the sale of certain assets of a non-strategic product line, consisting primarily of intellectual property with an immaterial remaining net book value, for total consideration of
$27.0 million
. We recorded a pre-tax gain of
$24.5 million
on the sale of these assets, reported within “Gain on sale” in the consolidated statement of comprehensive income for the three months ended March 31, 2016.
12.
Segment Information
Rackspace operates solely as a provider of managed cloud services in the business information technology market. Beginning in the first quarter of 2016, we have revised our reportable segments to present Americas and International. These reportable segments are the result of changes in our organization effective January 1, 2016 and represent the way we report both Net revenue and Income before income taxes, which are the primary financial measures our chief operating decision maker ("CODM") uses to manage our business, including the allocation of resources and performance assessment. In addition, they are inputs for measuring achievement in our non-equity incentive compensation plan and certain performance-vesting equity awards.
Revenue is attributed to each geographic segment based on the location of the Rackspace support team serving the customer. There are no internal revenue transactions between our segments. The Americas segment includes revenue from customers who are supported by Rackspace support teams located primarily in the U.S. and, to a lesser extent, in Latin America. The International segment includes revenue from customers who are supported by Rackspace support teams located in countries outside the U.S. and Latin America.
Direct costs, including employee-related costs of our customer support teams and data center employees, costs to lease and operate our data centers, and selling and marketing expenses are recorded by each segment. Certain expenses related to functions centrally managed by the Americas segment, such as research and development expenses, amortization of internally developed software, and many of our general and administrative expenses, are recorded by the Americas segment and are not allocated. In addition, the gain on the sale of certain assets of a non-strategic product line, as described in Note
11.
Gain on Sale
, has been reflected in the Americas segment in the three months ended March 31, 2016. Segment information for total assets and capital expenditures is not presented as this information is not used by our CODM in measuring segment performance or allocating resources between segments.
Information related to our segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(In millions)
|
|
2015
|
|
2016
|
Net Revenue:
|
|
|
|
|
Americas
|
|
$
|
349.2
|
|
|
$
|
383.6
|
|
International
|
|
131.0
|
|
|
134.5
|
|
Total net revenue
|
|
$
|
480.2
|
|
|
$
|
518.1
|
|
|
|
|
|
|
Income before income taxes:
|
|
|
|
|
Americas
|
|
$
|
5.1
|
|
|
$
|
40.9
|
|
International
|
|
35.4
|
|
|
30.9
|
|
Total income before income taxes
|
|
$
|
40.5
|
|
|
$
|
71.8
|
|
|
|
|
|
|
Depreciation and amortization:
|
|
|
|
|
Americas
|
|
$
|
76.9
|
|
|
$
|
79.2
|
|
International
|
|
20.0
|
|
|
24.8
|
|
Total depreciation and amortization
|
|
$
|
96.9
|
|
|
$
|
104.0
|
|