Document_and_Entity_Informatio
Document and Entity Information Document | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'RACKSPACE HOSTING, INC. | ' |
Entity Central Index Key | '0001107694 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 139,813,726 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $269,995 | $292,061 |
Accounts receivable, net of allowance for doubtful accounts and customer credits of $4,236 as of December 31, 2012 and $4,350 as of September 30, 2013 | 113,543 | 92,834 |
Deferred income taxes | 10,280 | 10,320 |
Prepaid expenses | 39,654 | 25,195 |
Other current assets | 9,191 | 4,835 |
Total current assets | 442,663 | 425,245 |
Property and equipment, net | 850,905 | 724,985 |
Goodwill | 76,831 | 68,742 |
Intangible assets, net | 25,328 | 23,802 |
Other non-current assets | 56,042 | 52,777 |
Total assets | 1,451,769 | 1,295,551 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 130,390 | 105,174 |
Accrued compensation and benefits | 67,754 | 48,404 |
Income and other taxes payable | 15,124 | 21,550 |
Current portion of deferred revenue | 17,839 | 17,265 |
Current portion of obligations under capital leases | 44,375 | 61,302 |
Current portion of debt | 1,835 | 1,744 |
Total current liabilities | 277,317 | 255,439 |
Non-current liabilities: | ' | ' |
Deferred revenue | 4,372 | 3,695 |
Obligations under capital leases | 26,192 | 60,335 |
Debt | 177 | 1,991 |
Deferred income taxes | 79,654 | 71,081 |
Deferred rent | 40,593 | 32,293 |
Other liabilities | 34,756 | 27,070 |
Total liabilities | 463,061 | 451,904 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value per share: 300,000,000 shares authorized; 137,797,855 shares issued and outstanding as of December 31, 2012; 139,797,112 shares issued and outstanding as of September 30, 2013 | 140 | 138 |
Additional paid-in capital | 594,344 | 515,188 |
Accumulated other comprehensive loss | -8,125 | -8,089 |
Retained earnings | 402,349 | 336,410 |
Total stockholders’ equity | 988,708 | 843,647 |
Total liabilities and stockholders' equity | $1,451,769 | $1,295,551 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Current assets: | ' | ' |
Allowance for doubtful accounts and customer credits | $4,350 | $4,236 |
Stockholders' equity: | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 139,797,112 | 137,797,855 |
Common stock, shares outstanding | 139,797,112 | 137,797,855 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net revenue | $388,636 | $335,985 | $1,126,683 | $956,330 |
Costs and expenses: | ' | ' | ' | ' |
Cost of revenue | 127,404 | 107,348 | 358,672 | 310,001 |
Research and development | 23,773 | 15,563 | 65,364 | 39,794 |
Sales and marketing | 50,869 | 41,109 | 152,952 | 122,705 |
General and administrative | 78,075 | 62,663 | 218,392 | 179,781 |
Depreciation and amortization | 80,753 | 63,972 | 225,324 | 180,931 |
Total costs and expenses | 360,874 | 290,655 | 1,020,704 | 833,212 |
Income from operations | 27,762 | 45,330 | 105,979 | 123,118 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -689 | -1,253 | -2,462 | -3,758 |
Interest and other income (expense) | 440 | 38 | 336 | -230 |
Total other income (expense) | -249 | -1,215 | -2,126 | -3,988 |
Income before income taxes | 27,513 | 44,115 | 103,853 | 119,130 |
Income taxes | 11,202 | 16,918 | 37,914 | 43,619 |
Net income | 16,311 | 27,197 | 65,939 | 75,511 |
Other comprehensive income, net of tax | ' | ' | ' | ' |
Foreign currency translation adjustments | 11,893 | 5,853 | -36 | 6,830 |
Other comprehensive income (loss) | 11,893 | 5,853 | -36 | 6,830 |
Comprehensive income | $28,204 | $33,050 | $65,903 | $82,341 |
Net income per share | ' | ' | ' | ' |
Basic | $0.12 | $0.20 | $0.48 | $0.56 |
Diluted | $0.11 | $0.19 | $0.46 | $0.54 |
Weighted average number of shares outstanding | ' | ' | ' | ' |
Basic | 138,714 | 135,946 | 138,140 | 134,683 |
Diluted | 143,543 | 141,474 | 142,699 | 140,794 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash Flows From Operating Activities | ' | ' |
Net income | $65,939 | $75,511 |
Adjustments to reconcile net income to net cash provided by operating activities | ' | ' |
Depreciation and amortization | 225,324 | 180,931 |
Loss on disposal of equipment, net | 892 | 962 |
Provision for bad debts and customer credits | 3,843 | 4,559 |
Deferred income taxes | 10,305 | 3,793 |
Deferred rent | 9,285 | 6,329 |
Share-based compensation expense | 42,457 | 30,302 |
Excess tax benefits from share-based compensation arrangements | -17,383 | -34,981 |
Changes in certain assets and liabilities | ' | ' |
Accounts receivable | -24,129 | -29,103 |
Prepaid expenses and other current assets | -18,560 | -11,030 |
Accounts payable and accrued expenses | 26,948 | 51,206 |
Deferred revenue | 1,191 | -292 |
All other operating activities | 8,430 | 524 |
Net cash provided by operating activities | 334,542 | 278,711 |
Cash Flows From Investing Activities | ' | ' |
Purchases of property and equipment | -325,873 | -187,455 |
Acquisitions, net of cash acquired | -6,203 | -5,945 |
All other investing activities | -1,808 | 42 |
Net cash used in investing activities | -333,884 | -193,358 |
Cash Flows From Financing Activities | ' | ' |
Principal payments of capital leases | -51,208 | -52,970 |
Principal payments of notes payable | -1,863 | -1,911 |
Payments for deferred acquisition obligations | -1,296 | -4,726 |
Proceeds from notes payable | 0 | 691 |
Receipt of Texas Enterprise Fund Grant | 0 | 3,500 |
Proceeds from employee stock plans | 14,846 | 31,514 |
Excess tax benefits from share-based compensation arrangements | 17,383 | 34,981 |
Net cash provided by (used in) financing activities | -22,138 | 11,079 |
Effect of exchange rate changes on cash and cash equivalents | -586 | 1,363 |
Increase (decrease) in cash and cash equivalents | -22,066 | 97,795 |
Cash and cash equivalents, beginning of period | 292,061 | 159,856 |
Cash and cash equivalents, end of period | 269,995 | 257,651 |
Supplemental cash flow information: | ' | ' |
Acquisition of property and equipment by vendor financed capital leases | 415 | 59,833 |
Acquisition of property and equipment by vendor financed notes payable | 0 | 5,237 |
Increase (decrease) in property and equipment in accounts payable and accrued expenses | 23,194 | -2,858 |
Non-cash purchases of property and equipment | 23,609 | 62,212 |
Shares issued in business combinations | 4,457 | 2,745 |
Cash payments for interest, net of amount capitalized | 2,599 | 3,588 |
Cash payments for income taxes | $12,674 | $7,868 |
Company_Overview_Basis_of_Pres
Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Company Overview and Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||
Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies | ' | |||||||||||||
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 cloud computing services, managing web-based IT systems for small and medium-sized businesses as well as large enterprises. We focus on providing a service experience for our customers, which we call Fanatical Support®. | ||||||||||||||
Our operations began in 1998 as a limited partnership, and Rackspace Hosting, Inc. was incorporated in Delaware on March 7, 2000. | ||||||||||||||
Basis of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of Rackspace Hosting 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. | ||||||||||||||
Basis of Presentation | ||||||||||||||
The accompanying consolidated financial statements as of September 30, 2013, and for the three and nine months ended September 30, 2012 and 2013, 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. The unaudited interim consolidated financial statements have been prepared on the same basis as the 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 September 30, 2013, our results of operations for the three and nine months ended September 30, 2012 and 2013, and our cash flows for the nine months ended September 30, 2012 and 2013. | ||||||||||||||
These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2012 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013, or for any other interim period, or for any other future year. | ||||||||||||||
Certain reclassifications have been made to prior year balances in order to conform to the current year’s presentation. These include reclassifications within the Condensed Consolidated Statements of Comprehensive Income that we believe provide greater transparency and clarity about our costs and expenses. The changes to the Condensed Consolidated Statements of Comprehensive Income are summarized as follows: | ||||||||||||||
• | Certain costs (primarily salaries and certain benefits) that were previously included in General and Administrative expenses have been reclassified to either Cost of Revenue or Sales and Marketing expenses because we believe the personnel or activities are directly related to supporting our customers, operating our data centers or selling and marketing our products and services. | |||||||||||||
• | Certain costs that were previously included in General and Administrative expenses have been reclassified to a new category, Research and Development costs. Our research and development efforts are focused on the deployment of new technologies to address emerging trends, the development and evolution of proprietary tools, and the enhancement of systems and processes for sales and support. Included in this category are costs related to preliminary project assessment, research and development, re-engineering, training, and application maintenance. These costs are consistent with the definition of research and development activities in the Financial Accounting Standard Board's Accounting Standards Codification Topic 730, Research and Development. | |||||||||||||
The changes do not affect the Company's previously reported Income from Operations or Net Income for the three and nine months ended September 30, 2012 or amounts in the Condensed Consolidated Balance Sheet as of December 31, 2012 and Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2012. In connection with the filing of our 2013 Annual Report on Form 10-K, similar reclassifications will be made to the Company's Consolidated Statements of Comprehensive Income. | ||||||||||||||
The tables below summarize the amount by which each category in the Consolidated Statement of Comprehensive Income increased/(decreased) for each period: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, 2012 | September 30, 2012 | |||||||||||||
(In thousands) | Reclassification Amount | Reclassification Amount | ||||||||||||
Cost of revenue | $ | 12,617 | $ | 37,978 | ||||||||||
Research and development | $ | 15,563 | $ | 39,794 | ||||||||||
Sales and marketing | $ | 2,185 | $ | 5,666 | ||||||||||
General and administrative | $ | (30,365 | ) | $ | (83,438 | ) | ||||||||
Year Ended | ||||||||||||||
December 31, 2011 | December 31, 2012 | |||||||||||||
(In thousands) | Reclassification Amount | As Adjusted | Reclassification Amount | As Adjusted | ||||||||||
Cost of revenue | $ | 37,246 | $ | 346,341 | $ | 51,534 | $ | 419,013 | ||||||
Research and development | $ | 33,709 | $ | 33,709 | $ | 56,736 | $ | 56,736 | ||||||
Sales and marketing | $ | 4,669 | $ | 131,174 | $ | 8,064 | $ | 166,172 | ||||||
General and administrative | $ | (75,624 | ) | $ | 194,957 | $ | (116,334 | ) | $ | 244,732 | ||||
We revised the amounts previously reported as Research and Development and General and Administrative costs for the three months ended March 31, 2012 and 2013 and the three and six months ended June 30, 2012 and 2013. We determined that certain internal projects did not meet the accounting definition of Research and Development costs, and such correcting amounts were reclassified to General and Administrative costs, as follows: | ||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
March 31, 2012 | March 31, 2013 | |||||||||||||
(In thousands) | Reclassification Amount | As Adjusted | Reclassification Amount | As Adjusted | ||||||||||
Research and development | $ | (2,605 | ) | $ | 10,842 | $ | (4,398 | ) | $ | 18,375 | ||||
General and administrative | $ | 2,605 | $ | 57,911 | $ | 4,398 | $ | 67,477 | ||||||
Three Months Ended | Three Months Ended | |||||||||||||
June 30, 2012 | June 30, 2013 | |||||||||||||
(In thousands) | Reclassification Amount | As Adjusted | Reclassification Amount | As Adjusted | ||||||||||
Research and development | $ | (3,353 | ) | $ | 13,389 | $ | (3,560 | ) | $ | 23,216 | ||||
General and administrative | $ | 3,353 | $ | 59,207 | $ | 3,560 | $ | 72,840 | ||||||
Six Months Ended | Six Months Ended | |||||||||||||
June 30, 2012 | June 30, 2013 | |||||||||||||
(In thousands) | Reclassification Amount | As Adjusted | Reclassification Amount | As Adjusted | ||||||||||
Research and development | $ | (5,958 | ) | $ | 24,231 | $ | (7,958 | ) | $ | 41,591 | ||||
General and administrative | $ | 5,958 | $ | 117,118 | $ | 7,958 | $ | 140,317 | ||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires us 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. 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. Whenever possible, we base our estimates and assumptions on historical experience. However, certain estimates require us to make assumptions about expected future cash flow, events and usage patterns that we cannot influence or control. Our judgments, assumptions and estimates are based upon facts and circumstances known to us when we prepare the financial statements and that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities or recording revenue and expenses in our financial statements. Changes in facts and circumstances may cause us to change our assumptions and estimates in future periods, and it is possible that actual results could differ from our estimates. We have engaged third-party consultants to assist management in the valuation of acquired assets, including other intangibles. | ||||||||||||||
Significant Accounting Policies | ||||||||||||||
The accompanying financial statements reflect the application of certain significant accounting policies. There have been no material changes to our significant accounting policies that are disclosed in our audited consolidated financial statements and notes thereto as of December 31, 2012, included in our Annual Report on Form 10-K. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | ' | ||||||||||||||||
Earnings Per Share | ' | ||||||||||||||||
Earnings Per Share | |||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands, except per share data) | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Basic net income per share: | |||||||||||||||||
Net income | $ | 27,197 | $ | 16,311 | $ | 75,511 | $ | 65,939 | |||||||||
Weighted average shares outstanding: | |||||||||||||||||
Common stock | 135,946 | 138,714 | 134,683 | 138,140 | |||||||||||||
Number of shares used in per share computations | 135,946 | 138,714 | 134,683 | 138,140 | |||||||||||||
Earnings per share | $ | 0.2 | $ | 0.12 | $ | 0.56 | $ | 0.48 | |||||||||
Diluted net income per share: | |||||||||||||||||
Net income | $ | 27,197 | $ | 16,311 | $ | 75,511 | $ | 65,939 | |||||||||
Weighted average shares outstanding: | |||||||||||||||||
Common stock | 135,946 | 138,714 | 134,683 | 138,140 | |||||||||||||
Stock options, awards and employee share purchase plan | 5,528 | 4,829 | 6,111 | 4,559 | |||||||||||||
Number of shares used in per share computations | 141,474 | 143,543 | 140,794 | 142,699 | |||||||||||||
Earnings per share | $ | 0.19 | $ | 0.11 | $ | 0.54 | $ | 0.46 | |||||||||
We excluded 1.5 million and 3.9 million potential common shares from the computation of dilutive earnings per share for the three months ended September 30, 2012 and 2013, respectively, and 1.1 million and 2.8 million potential shares for the nine months ended September 30, 2012 and 2013, respectively, because the effect would have been anti-dilutive. |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Cash and Cash Equivalents [Abstract] | ' | ||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | |||||||||
Cash and cash equivalents consisted of: | |||||||||
(In thousands) | December 31, | September 30, | |||||||
2012 | 2013 | ||||||||
Cash deposits | $ | 131,271 | $ | 161,626 | |||||
Money market funds | 160,790 | 108,369 | |||||||
Cash and cash equivalents | $ | 292,061 | $ | 269,995 | |||||
Our available cash and cash equivalents are held in bank deposits, overnight sweep accounts, and money market funds. We actively monitor the third-party depository institutions that hold our deposits. Our emphasis is primarily on safety of principal while secondarily maximizing yield on those funds. | |||||||||
Our money market mutual funds comply with SEC Rule 2a-7 and invest exclusively in high-quality, short-term obligations that include securities issued or guaranteed by the U.S. government or by U.S. government agencies and floating rate and variable rate demand notes of U.S. and foreign corporations. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-tier fair value of hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||||||
Level 1 – Observable inputs such as quoted prices in active markets for identical assets or liabilities; | |||||||||||||||||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |||||||||||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity, which require management judgment or estimation. | |||||||||||||||||
There have been no material changes to the valuation techniques utilized in the fair value measurement of assets and liabilities presented on our balance sheet as disclosed in our Form 10-K for the year ended December 31, 2012. | |||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized by level below. The table does not include assets and liabilities that are measured at historical costs or any other basis other than fair value. | |||||||||||||||||
December 31, 2012 | |||||||||||||||||
(In thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Assets/Liabilities at Fair Value | |||||||||||||
(Level 2) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds (1) | $ | 160,790 | $ | — | $ | — | $ | 160,790 | |||||||||
Rabbi trust (2) | 520 | — | — | 520 | |||||||||||||
Total | $ | 161,310 | $ | — | $ | — | $ | 161,310 | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation (3) | $ | 410 | $ | — | $ | — | $ | 410 | |||||||||
Total | $ | 410 | $ | — | $ | — | $ | 410 | |||||||||
September 30, 2013 | |||||||||||||||||
(In thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Assets/Liabilities at Fair Value | |||||||||||||
(Level 2) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds (1) | $ | 108,369 | $ | — | $ | — | $ | 108,369 | |||||||||
Rabbi trust (2) | 773 | — | — | 773 | |||||||||||||
Total | $ | 109,142 | $ | — | $ | — | $ | 109,142 | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation (3) | $ | 570 | $ | — | $ | — | $ | 570 | |||||||||
Total | $ | 570 | $ | — | $ | — | $ | 570 | |||||||||
-1 | Money market funds are classified in cash and cash equivalents. | ||||||||||||||||
-2 | Investments in marketable securities held in a Rabbi Trust associated with a non-qualified deferred compensation plan are classified in other non-current assets. | ||||||||||||||||
-3 | Obligations to pay benefits under a non-qualified deferred compensation plan are classified in other non-current liabilities. | ||||||||||||||||
Our Rabbi Trust was established in 2009, and we elected the fair value option, which allows for the recognition of gains and losses to be recorded in the Statement of Comprehensive Income in the same period as the gains and losses are incurred as part of the non-qualified deferred compensation plan. During the three and nine months ended September 30, 2012 and September 30, 2013, we recognized minimal net gains as interest and other income. |
Property_and_Equipment_net
Property and Equipment, net | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||||
Property and Equipment, net | ' | |||||||||||||
Property and Equipment, net | ||||||||||||||
Property and equipment consisted of: | ||||||||||||||
(Dollar amounts in thousands) | Estimated Useful Lives | December 31, | September 30, | |||||||||||
2012 | 2013 | |||||||||||||
Computers, software and equipment | 1 | - | 5 | years | $ | 1,140,772 | $ | 1,401,718 | ||||||
Furniture and fixtures | 7 | years | 40,557 | 52,028 | ||||||||||
Buildings and leasehold improvements | 2 | - | 30 | years | 214,858 | 231,232 | ||||||||
Land | 15,864 | 16,037 | ||||||||||||
Property and equipment, at cost | 1,412,051 | 1,701,015 | ||||||||||||
Less accumulated depreciation and amortization | (738,274 | ) | (917,948 | ) | ||||||||||
Work in process | 51,208 | 67,838 | ||||||||||||
Property and equipment, net | $ | 724,985 | $ | 850,905 | ||||||||||
Depreciation and leasehold amortization expense, not including amortization expense for intangible assets, was $61.9 million and $78.1 million for the three months ended September 30, 2012 and 2013, respectively, and $174.2 million and $218.0 million for the nine months ended September 30, 2012 and 2013, respectively. | ||||||||||||||
At December 31, 2012, the work in process balance consisted of build outs of $28.4 million for office facilities, $2.8 million for data centers, and $20.0 million for capitalized software and other projects. At September 30, 2013, the work in process balance consisted of build outs of $24.2 million for office facilities, $4.8 million for data centers, and $38.8 million for capitalized software and other projects. | ||||||||||||||
There was no interest capitalized during the three or nine months ended September 30, 2012 or 2013. |
Business_Combinations_and_Good
Business Combinations and Goodwill | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Business Combinations and Goodwill [Abstract] | ' | |||
Business Combinations and Goodwill | ' | |||
Business Combinations and Goodwill | ||||
During the first nine months of 2013, we acquired two companies for total cash and equity consideration of $11.5 million, of which approximately $8.1 million was attributed to goodwill, $5.1 million to acquired intangible assets and $1.7 million to other net liabilities assumed. The acquisitions were accounted for using the acquisition method, and the purchase prices were allocated based on the estimated fair values of the individual assets acquired and liabilities assumed at the date of acquisition. These estimates are subject to change within the measurement period. The Consolidated Statements of Comprehensive Income include the results of operations for the acquired companies commencing on their respective acquisition dates. Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in aggregate. | ||||
The finite-lived intangible assets acquired as part of these acquisitions have a weighted-average useful life of 3.2 years. | ||||
The following table provides a roll forward of our goodwill balance. | ||||
(In thousands) | ||||
Balance at December 31, 2012 | $ | 68,742 | ||
Acquisitions | 8,089 | |||
Balance at September 30, 2013 | $ | 76,831 | ||
The goodwill recorded in 2013 is not deductible for tax purposes. | ||||
In prior periods, we acquired companies that required additional future payments in addition to the initial cash payment. During the first nine months of 2013, we paid $1.4 million related to these previous acquisitions, and as of September 30, 2013, the fair value of the remaining liability recorded was $0.6 million. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
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 involved in the following legal proceedings: | |
On October 22, 2008, Benjamin E. Rodriguez D/B/A Management and Business Advisors vs. Rackspace Hosting, Inc. and Graham Weston was filed in the 37th District Court in Bexar County Texas by a former consultant to the company, Benjamin E. Rodriguez. The suit alleges breach of an oral agreement to issue Mr. Rodriguez a 1% interest in our stock in the form of options or warrants for compensation for services he was engaged to perform for us. We believe that the plaintiff’s position is without merit and intend to vigorously defend this lawsuit. We believe that the amount or range of reasonably possible loss in this case will not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. | |
We are also a party to various claims that certain of our products, 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. |
ShareBased_Compensation
Share-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
Share-Based Compensation | |||||||||||||||||
The Company has granted equity awards to its employees and directors in the form of stock options and restricted stock. The exercise price of all stock options granted is not less than 100% of the fair market value of a share of common stock as of the date of grant. The stock options granted generally vest ratably over a four-year period or cliff-vest at the third anniversary date of the grant. Stock options assumed through acquisitions vest 25% the first year and ratably over the remaining periods. All stock options expire seven to ten years following the grant date. The restricted stock generally vests ratably over a four-year period. Certain key executives receive restricted stock grants that vest based on predetermined market and/or performance conditions. | |||||||||||||||||
The composition of the equity awards outstanding as of December 31, 2012 and September 30, 2013 was as follows: | |||||||||||||||||
December 31, | September 30, | ||||||||||||||||
2012 | 2013 | ||||||||||||||||
Restricted stock | 2,800,230 | 3,614,592 | |||||||||||||||
Stock options | 9,032,512 | 10,789,145 | |||||||||||||||
Total outstanding awards | 11,832,742 | 14,403,737 | |||||||||||||||
The Company also has an Employee Stock Purchase Plan (the "ESPP"). Under the ESPP, eligible employees may purchase a limited number of shares of the Company's common stock at the lesser of 85% of the market value on the enrollment date or the purchase date. The ESPP is made up of a series of offering periods. Each offering period has a maximum term of 24 months and is divided into semi-annual purchase intervals. The current ESPP began on July 1, 2013 and will conclude on June 30, 2015. Eligible employees may enroll at the beginning of any semi-annual purchase interval. | |||||||||||||||||
Share-Based Compensation Expense | |||||||||||||||||
Share-based compensation expense was recognized as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(in thousands) | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Cost of revenue | $ | 2,499 | $ | 3,453 | $ | 6,833 | $ | 8,707 | |||||||||
Research and development | 1,379 | 2,306 | 3,619 | 5,647 | |||||||||||||
Sales and marketing | 2,021 | 2,149 | 4,615 | 5,551 | |||||||||||||
General and administrative | 6,519 | 9,051 | 15,235 | 22,552 | |||||||||||||
Pre-tax share-based compensation | 12,418 | 16,959 | 30,302 | 42,457 | |||||||||||||
Less: Income tax benefit | (4,729 | ) | (6,578 | ) | (11,095 | ) | (15,500 | ) | |||||||||
Total share-based compensation expense, net of tax | $ | 7,689 | $ | 10,381 | $ | 19,207 | $ | 26,957 | |||||||||
The Company has made certain reclassifications to the prior period amounts above in order to conform to the current period's presentation. Refer to Note 1, "Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies," for more information about these reclassifications. | |||||||||||||||||
As of September 30, 2013, there was $196.5 million of total unrecognized compensation cost related to restricted stock, options and the ESPP, which will be amortized using the straight-line method over a weighted average period of 2.5 years. |
Taxes
Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Taxes | ' |
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 2013 before consideration of excess tax benefits, and therefore we anticipate utilizing benefits of tax deductions related to stock compensation in 2013. As a result, we have recognized an excess tax benefit in the U.S. and U.K. during the current period. | |
The company has not recognized a deferred tax liability for undistributed earnings of its foreign subsidiaries because such earnings are considered indefinitely invested in a foreign country. We intend to reinvest these earnings in active non-U.S. business operations and do not currently intend to repatriate these earnings to fund U.S. operations. The determination of the amount of unrecognized deferred tax liability related to undistributed earnings is not practicable. |
Comprehensive_Income
Comprehensive Income | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | |||
Comprehensive Income | ' | |||
Comprehensive Income | ||||
There was no income tax expense allocated to foreign currency translation adjustments during the three or nine months ended September 30, 2012 or 2013. | ||||
The change in accumulated other comprehensive income (loss) for the nine months ended September 30, 2013 was as follows: | ||||
(In thousands) | Accumulated other comprehensive loss | |||
Balance at December 31, 2012 | $ | (8,089 | ) | |
Foreign currency cumulative translation adjustment | (36 | ) | ||
Balance at September 30, 2013 | $ | (8,125 | ) |
Segment_Information
Segment Information | 9 Months Ended |
Sep. 30, 2013 | |
Segment Reporting [Abstract] | ' |
Segment Information | ' |
Segment Information | |
We operate as one reportable segment based upon the financial information that our chief executive officer, who is the chief operating decision maker, regularly reviews to decide how to allocate resources and assess performance. We periodically review and align our internal reporting structure as our product and service offerings and our customer base expand in reach and presence to ensure our organization effectively serves the diverse and evolving Cloud Computing market. Since we operate in one reportable segment, all relevant financial information used to allocate resources and assess performance can be found in the consolidated financial statements. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Consolidation | ' |
The consolidated financial statements include the accounts of Rackspace Hosting 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. | |
Basis of Presentation | ' |
The accompanying consolidated financial statements as of September 30, 2013, and for the three and nine months ended September 30, 2012 and 2013, 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. The unaudited interim consolidated financial statements have been prepared on the same basis as the 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 September 30, 2013, our results of operations for the three and nine months ended September 30, 2012 and 2013, and our cash flows for the nine months ended September 30, 2012 and 2013. | |
Reclassifications | ' |
Certain reclassifications have been made to prior year balances in order to conform to the current year’s presentation. These include reclassifications within the Condensed Consolidated Statements of Comprehensive Income that we believe provide greater transparency and clarity about our costs and expenses. | |
Use of Estimates | ' |
The preparation of financial statements in conformity with GAAP requires us 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. 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. Whenever possible, we base our estimates and assumptions on historical experience. However, certain estimates require us to make assumptions about expected future cash flow, events and usage patterns that we cannot influence or control. Our judgments, assumptions and estimates are based upon facts and circumstances known to us when we prepare the financial statements and that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities or recording revenue and expenses in our financial statements. Changes in facts and circumstances may cause us to change our assumptions and estimates in future periods, and it is possible that actual results could differ from our estimates. | |
Business Combinations Policy | ' |
The acquisitions were accounted for using the acquisition method, and the purchase prices were allocated based on the estimated fair values of the individual assets acquired and liabilities assumed at the date of acquisition. These estimates are subject to change within the measurement period. | |
Commitments and Contingencies Policy | ' |
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. | |
Share-based Compensation, Stock Options and Restricted Stock Policy | ' |
The Company has granted equity awards to its employees and directors in the form of stock options and restricted stock. The exercise price of all stock options granted is not less than 100% of the fair market value of a share of common stock as of the date of grant. The stock options granted generally vest ratably over a four-year period or cliff-vest at the third anniversary date of the grant. Stock options assumed through acquisitions vest 25% the first year and ratably over the remaining periods. All stock options expire seven to ten years following the grant date. The restricted stock generally vests ratably over a four-year period. Certain key executives receive restricted stock grants that vest based on predetermined market and/or performance conditions. | |
Undistributed Earnings of Foreign Subsidiaries Policy | ' |
The company has not recognized a deferred tax liability for undistributed earnings of its foreign subsidiaries because such earnings are considered indefinitely invested in a foreign country. We intend to reinvest these earnings in active non-U.S. business operations and do not currently intend to repatriate these earnings to fund U.S. operations. The determination of the amount of unrecognized deferred tax liability related to undistributed earnings is not practicable. | |
Segment Reporting Policy | ' |
We operate as one reportable segment based upon the financial information that our chief executive officer, who is the chief operating decision maker, regularly reviews to decide how to allocate resources and assess performance. We periodically review and align our internal reporting structure as our product and service offerings and our customer base expand in reach and presence to ensure our organization effectively serves the diverse and evolving Cloud Computing market. |
Company_Overview_Basis_of_Pres1
Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Company Overview and Summary of Significant Accounting Policies [Abstract] | ' | |||||||||||||
Prior Period Reclassification Adjustments | ' | |||||||||||||
The tables below summarize the amount by which each category in the Consolidated Statement of Comprehensive Income increased/(decreased) for each period: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, 2012 | September 30, 2012 | |||||||||||||
(In thousands) | Reclassification Amount | Reclassification Amount | ||||||||||||
Cost of revenue | $ | 12,617 | $ | 37,978 | ||||||||||
Research and development | $ | 15,563 | $ | 39,794 | ||||||||||
Sales and marketing | $ | 2,185 | $ | 5,666 | ||||||||||
General and administrative | $ | (30,365 | ) | $ | (83,438 | ) | ||||||||
Year Ended | ||||||||||||||
December 31, 2011 | December 31, 2012 | |||||||||||||
(In thousands) | Reclassification Amount | As Adjusted | Reclassification Amount | As Adjusted | ||||||||||
Cost of revenue | $ | 37,246 | $ | 346,341 | $ | 51,534 | $ | 419,013 | ||||||
Research and development | $ | 33,709 | $ | 33,709 | $ | 56,736 | $ | 56,736 | ||||||
Sales and marketing | $ | 4,669 | $ | 131,174 | $ | 8,064 | $ | 166,172 | ||||||
General and administrative | $ | (75,624 | ) | $ | 194,957 | $ | (116,334 | ) | $ | 244,732 | ||||
We revised the amounts previously reported as Research and Development and General and Administrative costs for the three months ended March 31, 2012 and 2013 and the three and six months ended June 30, 2012 and 2013. We determined that certain internal projects did not meet the accounting definition of Research and Development costs, and such correcting amounts were reclassified to General and Administrative costs, as follows: | ||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||
March 31, 2012 | March 31, 2013 | |||||||||||||
(In thousands) | Reclassification Amount | As Adjusted | Reclassification Amount | As Adjusted | ||||||||||
Research and development | $ | (2,605 | ) | $ | 10,842 | $ | (4,398 | ) | $ | 18,375 | ||||
General and administrative | $ | 2,605 | $ | 57,911 | $ | 4,398 | $ | 67,477 | ||||||
Three Months Ended | Three Months Ended | |||||||||||||
June 30, 2012 | June 30, 2013 | |||||||||||||
(In thousands) | Reclassification Amount | As Adjusted | Reclassification Amount | As Adjusted | ||||||||||
Research and development | $ | (3,353 | ) | $ | 13,389 | $ | (3,560 | ) | $ | 23,216 | ||||
General and administrative | $ | 3,353 | $ | 59,207 | $ | 3,560 | $ | 72,840 | ||||||
Six Months Ended | Six Months Ended | |||||||||||||
June 30, 2012 | June 30, 2013 | |||||||||||||
(In thousands) | Reclassification Amount | As Adjusted | Reclassification Amount | As Adjusted | ||||||||||
Research and development | $ | (5,958 | ) | $ | 24,231 | $ | (7,958 | ) | $ | 41,591 | ||||
General and administrative | $ | 5,958 | $ | 117,118 | $ | 7,958 | $ | 140,317 | ||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | ' | ||||||||||||||||
Computation of Basic and Diluted Earnings Per Share | ' | ||||||||||||||||
The following table sets forth the computation of basic and diluted earnings per share: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(In thousands, except per share data) | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Basic net income per share: | |||||||||||||||||
Net income | $ | 27,197 | $ | 16,311 | $ | 75,511 | $ | 65,939 | |||||||||
Weighted average shares outstanding: | |||||||||||||||||
Common stock | 135,946 | 138,714 | 134,683 | 138,140 | |||||||||||||
Number of shares used in per share computations | 135,946 | 138,714 | 134,683 | 138,140 | |||||||||||||
Earnings per share | $ | 0.2 | $ | 0.12 | $ | 0.56 | $ | 0.48 | |||||||||
Diluted net income per share: | |||||||||||||||||
Net income | $ | 27,197 | $ | 16,311 | $ | 75,511 | $ | 65,939 | |||||||||
Weighted average shares outstanding: | |||||||||||||||||
Common stock | 135,946 | 138,714 | 134,683 | 138,140 | |||||||||||||
Stock options, awards and employee share purchase plan | 5,528 | 4,829 | 6,111 | 4,559 | |||||||||||||
Number of shares used in per share computations | 141,474 | 143,543 | 140,794 | 142,699 | |||||||||||||
Earnings per share | $ | 0.19 | $ | 0.11 | $ | 0.54 | $ | 0.46 | |||||||||
Cash_and_Cash_Equivalents_Tabl
Cash and Cash Equivalents (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Cash and Cash Equivalents [Abstract] | ' | ||||||||
Schedule of Cash and Cash Equivalents | ' | ||||||||
Cash and cash equivalents consisted of: | |||||||||
(In thousands) | December 31, | September 30, | |||||||
2012 | 2013 | ||||||||
Cash deposits | $ | 131,271 | $ | 161,626 | |||||
Money market funds | 160,790 | 108,369 | |||||||
Cash and cash equivalents | $ | 292,061 | $ | 269,995 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis are summarized by level below. The table does not include assets and liabilities that are measured at historical costs or any other basis other than fair value. | |||||||||||||||||
December 31, 2012 | |||||||||||||||||
(In thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Assets/Liabilities at Fair Value | |||||||||||||
(Level 2) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds (1) | $ | 160,790 | $ | — | $ | — | $ | 160,790 | |||||||||
Rabbi trust (2) | 520 | — | — | 520 | |||||||||||||
Total | $ | 161,310 | $ | — | $ | — | $ | 161,310 | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation (3) | $ | 410 | $ | — | $ | — | $ | 410 | |||||||||
Total | $ | 410 | $ | — | $ | — | $ | 410 | |||||||||
September 30, 2013 | |||||||||||||||||
(In thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs | Significant Unobservable Inputs | Total Assets/Liabilities at Fair Value | |||||||||||||
(Level 2) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds (1) | $ | 108,369 | $ | — | $ | — | $ | 108,369 | |||||||||
Rabbi trust (2) | 773 | — | — | 773 | |||||||||||||
Total | $ | 109,142 | $ | — | $ | — | $ | 109,142 | |||||||||
Liabilities: | |||||||||||||||||
Deferred compensation (3) | $ | 570 | $ | — | $ | — | $ | 570 | |||||||||
Total | $ | 570 | $ | — | $ | — | $ | 570 | |||||||||
-1 | Money market funds are classified in cash and cash equivalents. | ||||||||||||||||
-2 | Investments in marketable securities held in a Rabbi Trust associated with a non-qualified deferred compensation plan are classified in other non-current assets. | ||||||||||||||||
-3 | Obligations to pay benefits under a non-qualified deferred compensation plan are classified in other non-current liabilities. |
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||||
Property and Equipment | ' | |||||||||||||
Property and equipment consisted of: | ||||||||||||||
(Dollar amounts in thousands) | Estimated Useful Lives | December 31, | September 30, | |||||||||||
2012 | 2013 | |||||||||||||
Computers, software and equipment | 1 | - | 5 | years | $ | 1,140,772 | $ | 1,401,718 | ||||||
Furniture and fixtures | 7 | years | 40,557 | 52,028 | ||||||||||
Buildings and leasehold improvements | 2 | - | 30 | years | 214,858 | 231,232 | ||||||||
Land | 15,864 | 16,037 | ||||||||||||
Property and equipment, at cost | 1,412,051 | 1,701,015 | ||||||||||||
Less accumulated depreciation and amortization | (738,274 | ) | (917,948 | ) | ||||||||||
Work in process | 51,208 | 67,838 | ||||||||||||
Property and equipment, net | $ | 724,985 | $ | 850,905 | ||||||||||
Business_Combinations_and_Good1
Business Combinations and Goodwill (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Business Combinations and Goodwill [Abstract] | ' | |||
Roll Forward of Goodwill Balance | ' | |||
The following table provides a roll forward of our goodwill balance. | ||||
(In thousands) | ||||
Balance at December 31, 2012 | $ | 68,742 | ||
Acquisitions | 8,089 | |||
Balance at September 30, 2013 | $ | 76,831 | ||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Composition of equity awards outstanding | ' | ||||||||||||||||
The composition of the equity awards outstanding as of December 31, 2012 and September 30, 2013 was as follows: | |||||||||||||||||
December 31, | September 30, | ||||||||||||||||
2012 | 2013 | ||||||||||||||||
Restricted stock | 2,800,230 | 3,614,592 | |||||||||||||||
Stock options | 9,032,512 | 10,789,145 | |||||||||||||||
Total outstanding awards | 11,832,742 | 14,403,737 | |||||||||||||||
Allocation of share-based compensation expense to income statement line items | ' | ||||||||||||||||
Share-based compensation expense was recognized as follows: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
(in thousands) | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Cost of revenue | $ | 2,499 | $ | 3,453 | $ | 6,833 | $ | 8,707 | |||||||||
Research and development | 1,379 | 2,306 | 3,619 | 5,647 | |||||||||||||
Sales and marketing | 2,021 | 2,149 | 4,615 | 5,551 | |||||||||||||
General and administrative | 6,519 | 9,051 | 15,235 | 22,552 | |||||||||||||
Pre-tax share-based compensation | 12,418 | 16,959 | 30,302 | 42,457 | |||||||||||||
Less: Income tax benefit | (4,729 | ) | (6,578 | ) | (11,095 | ) | (15,500 | ) | |||||||||
Total share-based compensation expense, net of tax | $ | 7,689 | $ | 10,381 | $ | 19,207 | $ | 26,957 | |||||||||
The Company has made certain reclassifications to the prior period amounts above in order to conform to the current period's presentation. Refer to Note 1, "Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies," for more information about these reclassifications. |
Comprehensive_Income_Tables
Comprehensive Income (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract] | ' | |||
Change in Accumulated Other Comprehensive Loss | ' | |||
The change in accumulated other comprehensive income (loss) for the nine months ended September 30, 2013 was as follows: | ||||
(In thousands) | Accumulated other comprehensive loss | |||
Balance at December 31, 2012 | $ | (8,089 | ) | |
Foreign currency cumulative translation adjustment | (36 | ) | ||
Balance at September 30, 2013 | $ | (8,125 | ) |
Company_Overview_Basis_of_Pres2
Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
As Adjusted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of revenue | $127,404 | ' | ' | $107,348 | ' | ' | ' | ' | $358,672 | $310,001 | $419,013 | $346,341 |
Research and development | 23,773 | 23,216 | 18,375 | 15,563 | 13,389 | 10,842 | 41,591 | 24,231 | 65,364 | 39,794 | 56,736 | 33,709 |
Sales and marketing | 50,869 | ' | ' | 41,109 | ' | ' | ' | ' | 152,952 | 122,705 | 166,172 | 131,174 |
General and administrative | 78,075 | 72,840 | 67,477 | 62,663 | 59,207 | 57,911 | 140,317 | 117,118 | 218,392 | 179,781 | 244,732 | 194,957 |
Cost of revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Amount | ' | ' | ' | 12,617 | ' | ' | ' | ' | ' | 37,978 | 51,534 | 37,246 |
Research and development | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Amount | ' | ' | ' | 15,563 | ' | ' | ' | ' | ' | 39,794 | 56,736 | 33,709 |
Research and development | Reclassifications made in Q3 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Amount | ' | -3,560 | -4,398 | ' | -3,353 | -2,605 | -7,958 | -5,958 | ' | ' | ' | ' |
Sales and marketing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Amount | ' | ' | ' | 2,185 | ' | ' | ' | ' | ' | 5,666 | 8,064 | 4,669 |
General and administrative | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Amount | ' | ' | ' | -30,365 | ' | ' | ' | ' | ' | -83,438 | -116,334 | -75,624 |
General and administrative | Reclassifications made in Q3 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Amount | ' | $3,560 | $4,398 | ' | $3,353 | $2,605 | $7,958 | $5,958 | ' | ' | ' | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Basic net income per share: | ' | ' | ' | ' |
Net income | $16,311 | $27,197 | $65,939 | $75,511 |
Weighted average shares outstanding: | ' | ' | ' | ' |
Common stock | 138,714,000 | 135,946,000 | 138,140,000 | 134,683,000 |
Number of shares used in per share computations | 138,714,000 | 135,946,000 | 138,140,000 | 134,683,000 |
Earnings per share | $0.12 | $0.20 | $0.48 | $0.56 |
Diluted net income per share: | ' | ' | ' | ' |
Net income | $16,311 | $27,197 | $65,939 | $75,511 |
Weighted average shares outstanding: | ' | ' | ' | ' |
Common stock | 138,714,000 | 135,946,000 | 138,140,000 | 134,683,000 |
Stock options, awards and employee share purchase plan | 4,829,000 | 5,528,000 | 4,559,000 | 6,111,000 |
Number of shares used in per share computations | 143,543,000 | 141,474,000 | 142,699,000 | 140,794,000 |
Earnings per share | $0.11 | $0.19 | $0.46 | $0.54 |
Number of potential common shares excluded from the computation of dilutive earnings per share because the effect would have been anti-dilutive | 3,900,000 | 1,500,000 | 2,800,000 | 1,100,000 |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents [Abstract] | ' | ' | ' | ' |
Cash deposits | $161,626 | $131,271 | ' | ' |
Money market funds | 108,369 | 160,790 | ' | ' |
Cash and cash equivalents | $269,995 | $292,061 | $257,651 | $159,856 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Assets: | ' | ' | ||
Money market funds | $108,369 | $160,790 | ||
Fair Value, Measurements, Recurring | Level 1 - Quoted Prices in Active Markets for Identical Assets | ' | ' | ||
Assets: | ' | ' | ||
Money market funds | 108,369 | [1] | 160,790 | [1] |
Rabbi trust | 773 | [2] | 520 | [2] |
Total | 109,142 | 161,310 | ||
Liabilities: | ' | ' | ||
Deferred compensation | 570 | [3] | 410 | [3] |
Total | 570 | 410 | ||
Fair Value, Measurements, Recurring | Level 2 - Significant Other Observable Inputs | ' | ' | ||
Assets: | ' | ' | ||
Money market funds | 0 | [1] | 0 | [1] |
Rabbi trust | 0 | [2] | 0 | [2] |
Total | 0 | 0 | ||
Liabilities: | ' | ' | ||
Deferred compensation | 0 | [3] | 0 | [3] |
Total | 0 | 0 | ||
Fair Value, Measurements, Recurring | Level 3 - Significant Unobservable Inputs | ' | ' | ||
Assets: | ' | ' | ||
Money market funds | 0 | [1] | 0 | [1] |
Rabbi trust | 0 | [2] | 0 | [2] |
Total | 0 | 0 | ||
Liabilities: | ' | ' | ||
Deferred compensation | 0 | [3] | 0 | [3] |
Total | 0 | 0 | ||
Fair Value, Measurements, Recurring | Total Assets/Liabilities at Fair Value | ' | ' | ||
Assets: | ' | ' | ||
Money market funds | 108,369 | [1] | 160,790 | [1] |
Rabbi trust | 773 | [2] | 520 | [2] |
Total | 109,142 | 161,310 | ||
Liabilities: | ' | ' | ||
Deferred compensation | 570 | [3] | 410 | [3] |
Total | $570 | $410 | ||
[1] | Money market funds are classified in cash and cash equivalents. | |||
[2] | Investments in marketable securities held in a Rabbi Trust associated with a non-qualified deferred compensation plan are classified in other non-current assets. | |||
[3] | Obligations to pay benefits under a non-qualified deferred compensation plan are classified in other non-current liabilities. |
Property_and_Equipment_net_Det
Property and Equipment, net (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Property and equipment, at cost | $1,701,015,000 | ' | $1,701,015,000 | ' | $1,412,051,000 |
Less accumulated depreciation and amortization | -917,948,000 | ' | -917,948,000 | ' | -738,274,000 |
Work in process | 67,838,000 | ' | 67,838,000 | ' | 51,208,000 |
Total property and equipment, net | 850,905,000 | ' | 850,905,000 | ' | 724,985,000 |
Property Plant and Equipment Income Statement Disclosures | ' | ' | ' | ' | ' |
Depreciation and leasehold amortization expense | 78,100,000 | 61,900,000 | 218,000,000 | 174,200,000 | ' |
Capitalized interest | 0 | 0 | 0 | 0 | ' |
Computers, software and equipment | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Property and equipment, at cost | 1,401,718,000 | ' | 1,401,718,000 | ' | 1,140,772,000 |
Furniture and fixtures | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Property and equipment, estimated useful life | ' | ' | '7 years | ' | ' |
Property and equipment, at cost | 52,028,000 | ' | 52,028,000 | ' | 40,557,000 |
Buildings and leasehold improvements | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Property and equipment, at cost | 231,232,000 | ' | 231,232,000 | ' | 214,858,000 |
Land | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Property and equipment, at cost | 16,037,000 | ' | 16,037,000 | ' | 15,864,000 |
Office facility build outs | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Work in process | 24,200,000 | ' | 24,200,000 | ' | 28,400,000 |
Data center build outs | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Work in process | 4,800,000 | ' | 4,800,000 | ' | 2,800,000 |
Capitalized software and other projects | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Work in process | $38,800,000 | ' | $38,800,000 | ' | $20,000,000 |
Minimum | Computers, software and equipment | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Property and equipment, estimated useful life | ' | ' | '1 year | ' | ' |
Minimum | Buildings and leasehold improvements | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Property and equipment, estimated useful life | ' | ' | '2 years | ' | ' |
Maximum | Computers, software and equipment | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Property and equipment, estimated useful life | ' | ' | '5 years | ' | ' |
Maximum | Buildings and leasehold improvements | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' | ' | ' | ' |
Property and equipment, estimated useful life | ' | ' | '30 years | ' | ' |
Business_Combinations_and_Good2
Business Combinations and Goodwill (Details 1) - Business acquisitions (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Goodwill Roll Forward | ' |
Balance at December 31, 2012 | $68,742,000 |
Acquisitions | 8,089,000 |
Balance at September 30, 2013 | 76,831,000 |
Companies Acquired in Current Period | ' |
Business Acquisitions | ' |
Number of companies acquired during the period | 2 |
Business Acquisitions, Consideration Transferred | ' |
Total cash and equity consideration transferred for businesses acquired | 11,500,000 |
Business Acquisitions, Purchase Price Allocation | ' |
Amount of purchase price allocated to goodwill | 8,100,000 |
Goodwill deductible for tax purposes | 0 |
Amount of purchase price allocated to acquired intangible assets | 5,100,000 |
Amount of purchase price allocated to other net liabilities assumed | 1,700,000 |
Companies Acquired in Previous Periods | ' |
Business Acquisitions, Consideration Transferred | ' |
Payments made during period related to previous acquisitions | 1,400,000 |
Fair value of remaining liability to former owners of acquirees | $600,000 |
Business_Combinations_and_Good3
Business Combinations and Goodwill (Details 2) - Intangible assets acquired as part of business combinations (Companies Acquired in Current Period) | 9 Months Ended |
Sep. 30, 2013 | |
Companies Acquired in Current Period | ' |
Acquired Intangible Assets | ' |
Weighted-average useful life of intangible assets acquired | '3 years 2 months 12 days |
Contingencies_Details
Contingencies (Details) (Plaintiff - Benjamin E. Rodriguez) | 9 Months Ended |
Sep. 30, 2013 | |
Plaintiff - Benjamin E. Rodriguez | ' |
Legal Proceedings | ' |
Lawsuit Filing Date | 'October 22, 2008 |
Name of Plaintiff | 'Benjamin E. Rodriguez D/B/A Management and Business Advisors |
Name of Defendant | 'Rackspace Hosting, Inc. and Graham Weston |
Domicile of Litigation | '37th District Court in Bexar County Texas |
Allegations | 'breach of an oral agreement to issue Mr. Rodriguez a 1% interest in our stock in the form of options or warrants for compensation for services he was engaged to perform for us |
Management's Assessment and Process | 'We believe that the amount or range of reasonably possible loss in this case will not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. |
ShareBased_Compensation_Detail
Share-Based Compensation (Details 1) - Information by Type of Share-Based Payment Award | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Restricted Stock | Stock Options | Stock Options | Stock Options | Stock Options | Stock options assumed through acquisitions | Employee Stock Purchase Plan | Employee Stock Purchase Plan | Employee Stock Purchase Plan | |||
Minimum | Minimum | Maximum | Maximum | Maximum | Maximum | ||||||
Grant Date | Enrollment Date | Purchase Date | |||||||||
Share-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock | 3,614,592 | 2,800,230 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options | 10,789,145 | 9,032,512 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total outstanding awards | 14,403,737 | 11,832,742 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, General Disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price of stock expressed as a percentage of its fair market value | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | 85.00% | 85.00% |
Award vesting period | ' | ' | '4 years | '4 years | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock award that vests in the first year after grant | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' |
Term of share-based compensation awards | ' | ' | ' | ' | '7 years | ' | '10 years | ' | '24 months | ' | ' |
ShareBased_Compensation_Detail1
Share-Based Compensation (Details 2) - Share-Based Compensation Expense (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Allocation of share-based compensation expense to income statement line items | ' | ' | ' | ' |
Pre-tax share-based compensation | $16,959,000 | $12,418,000 | $42,457,000 | $30,302,000 |
Less: Income tax benefit | -6,578,000 | -4,729,000 | -15,500,000 | -11,095,000 |
Total share-based compensation expense, net of tax | 10,381,000 | 7,689,000 | 26,957,000 | 19,207,000 |
Share-Based Compensation Expense, Aggregate Disclosures | ' | ' | ' | ' |
Total unrecognized compensation cost related to restricted stock, options and the ESPP ($) | 196,500,000 | ' | 196,500,000 | ' |
Remaining weighted average period over which the unrecognized compensation cost related to restricted stock, options and the ESPP will be amortized on a straight line basis | ' | ' | '2 years 6 months | ' |
Cost of revenue | ' | ' | ' | ' |
Allocation of share-based compensation expense to income statement line items | ' | ' | ' | ' |
Pre-tax share-based compensation | 3,453,000 | 2,499,000 | 8,707,000 | 6,833,000 |
Research and development | ' | ' | ' | ' |
Allocation of share-based compensation expense to income statement line items | ' | ' | ' | ' |
Pre-tax share-based compensation | 2,306,000 | 1,379,000 | 5,647,000 | 3,619,000 |
Sales and marketing | ' | ' | ' | ' |
Allocation of share-based compensation expense to income statement line items | ' | ' | ' | ' |
Pre-tax share-based compensation | 2,149,000 | 2,021,000 | 5,551,000 | 4,615,000 |
General and administrative | ' | ' | ' | ' |
Allocation of share-based compensation expense to income statement line items | ' | ' | ' | ' |
Pre-tax share-based compensation | $9,051,000 | $6,519,000 | $22,552,000 | $15,235,000 |
Taxes_Details
Taxes (Details) (USD $) | Sep. 30, 2013 |
Income Tax Disclosure [Abstract] | ' |
Deferred tax liability for undistributed earnings of foreign subsidiaries | $0 |
Comprehensive_Income_Details
Comprehensive Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Other Comprehensive Income (Loss), Tax | ' | ' | ' | ' |
Income tax expense allocated to foreign currency translation adjustments | $0 | $0 | $0 | $0 |
Accumulated Other Comprehensive Income (Loss) | ' | ' | ' | ' |
Balance at December 31, 2012 | ' | ' | -8,089,000 | ' |
Foreign currency cumulative translation adjustment | 11,893,000 | 5,853,000 | -36,000 | 6,830,000 |
Balance at September 30, 2013 | ($8,125,000) | ' | ($8,125,000) | ' |
Segment_Information_Details
Segment Information (Details) | 9 Months Ended |
Sep. 30, 2013 | |
segments | |
Segment Reporting [Abstract] | ' |
Number of Reportable Segments | 1 |