Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RACKSPACE HOSTING, INC. | |
Entity Central Index Key | 1,107,694 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 100 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 632.1 | $ 484.7 |
Accounts receivable, net of allowance for doubtful accounts and customer credits of $7.3 as of December 31, 2015 and $6.2 as of September 30, 2016 | 166 | 174.4 |
Prepaid expenses | 49 | 46.6 |
Other current assets | 17.2 | 12.7 |
Total current assets | 864.3 | 718.4 |
Property and equipment, net | 1,031.7 | 1,148 |
Goodwill | 80.2 | 81.1 |
Intangible assets, net | 3.6 | 9.1 |
Other non-current assets | 68.3 | 57.6 |
Total assets | 2,048.1 | 2,014.2 |
Current liabilities: | ||
Accounts payable and accrued expenses | 139.7 | 136.3 |
Accrued compensation and benefits | 34.4 | 57.3 |
Income and other taxes payable | 7.1 | 12 |
Deferred revenue | 43.2 | 29.6 |
Capital lease obligations | 0.3 | 1.7 |
Total current liabilities | 224.7 | 236.9 |
Non-current liabilities: | ||
Debt | 493.1 | 492.4 |
Finance lease obligations for build-to-suit leases | 150.9 | 164.3 |
Deferred income taxes | 64.9 | 54.8 |
Deferred rent | 49.4 | 49.5 |
Deferred revenue | 8.3 | 1.6 |
Capital lease obligations | 0.3 | 0.2 |
Other liabilities | 49.1 | 46.4 |
Total liabilities | 1,040.7 | 1,046.1 |
Commitments and Contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value per share: 300.0 shares authorized; 130.9 shares issued and outstanding as of December 31, 2015; 126.4 shares issued and outstanding as of September 30, 2016 | 0.1 | 0.1 |
Additional paid-in capital | 877.8 | 834.5 |
Accumulated other comprehensive loss | (68.9) | (36.2) |
Retained earnings | 198.4 | 169.7 |
Total stockholders’ equity | 1,007.4 | 968.1 |
Total liabilities and stockholders’ equity | $ 2,048.1 | $ 2,014.2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Millions, $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Allowance for doubtful accounts and customer credits | $ 6.2 | $ 7.3 |
Stockholders' equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300 | 300 |
Common stock, shares issued | 126.4 | 130.9 |
Common stock, shares outstanding | 126.4 | 130.9 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net revenue | $ 516.2 | $ 508.9 | $ 1,557.9 | $ 1,478.5 |
Costs and expenses: | ||||
Cost of revenue | 183.9 | 172.7 | 535.8 | 500.9 |
Research and development | 24.5 | 29.9 | 79 | 95.1 |
Sales and marketing | 63.3 | 61.8 | 190.8 | 185.2 |
General and administrative | 85.9 | 88.2 | 264.1 | 261.3 |
Depreciation and amortization | 100.9 | 101.3 | 309.5 | 295.9 |
Total costs and expenses | 458.5 | 453.9 | 1,379.2 | 1,338.4 |
Gain on sale | 12.5 | 0 | 37 | 0 |
Income from operations | 70.2 | 55 | 215.7 | 140.1 |
Other income (expense): | ||||
Interest expense | (10) | (2.8) | (30.8) | (5.1) |
Interest and other income (expense) | (0.2) | (1.1) | 1.3 | (1.7) |
Total other income (expense) | (10.2) | (3.9) | (29.5) | (6.8) |
Income before income taxes | 60 | 51.1 | 186.2 | 133.3 |
Income taxes | 21.4 | 15.6 | 63 | 42 |
Net income | 38.6 | 35.5 | 123.2 | 91.3 |
Other comprehensive income, net of tax | ||||
Foreign currency translation adjustments | (6.1) | (10.2) | (32.7) | (9) |
Other comprehensive loss | (6.1) | (10.2) | (32.7) | (9) |
Comprehensive income | $ 32.5 | $ 25.3 | $ 90.5 | $ 82.3 |
Net income per share | ||||
Basic | $ 0.31 | $ 0.26 | $ 0.97 | $ 0.65 |
Diluted | $ 0.30 | $ 0.25 | $ 0.96 | $ 0.64 |
Weighted average number of shares outstanding | ||||
Basic | 126.1 | 139 | 127.5 | 140.9 |
Diluted | 127.8 | 140.6 | 128.6 | 143.3 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows From Operating Activities | ||
Net income | $ 123.2 | $ 91.3 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 309.5 | 295.9 |
Deferred income taxes | 9.2 | (35.8) |
Share-based compensation expense | 53.9 | 60 |
Excess tax benefits from share-based compensation arrangements | (34.2) | (51.5) |
Gain on sale | (37) | 0 |
Other operating activities | 8.1 | 7.1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2.7) | (26.3) |
Prepaid expenses and other current assets | (4.1) | (25.1) |
Accounts payable, accrued expenses, and other current liabilities | 15.6 | 45.7 |
Deferred revenue | 21.1 | 9.5 |
Deferred rent | (0.7) | 0 |
Other non-current assets and liabilities | 8 | 8.8 |
Net cash provided by operating activities | 469.9 | 379.6 |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (235.3) | (331.9) |
Proceeds from sale | 35.3 | 0 |
Other investing activities | (13.7) | (4.6) |
Net cash used in investing activities | (213.7) | (336.5) |
Cash Flows From Financing Activities | ||
Proceeds from debt | 0 | 140 |
Repayments of debt | 0 | (25.1) |
Payments for debt issuance costs | (0.4) | 0 |
Proceeds from finance lease obligations for build-to-suit leases | 0 | 2.5 |
Principal payments of capital and build-to-suit leases | (1.6) | (13.3) |
Payments for deferred acquisition obligations | 0 | (0.2) |
Repurchase of common stock | (133.2) | (250.1) |
Shares of common stock withheld for employee taxes | (1.3) | 0 |
Proceeds from employee stock plans | 3.9 | 29.2 |
Excess tax benefits from share-based compensation arrangements | 34.2 | 51.5 |
Net cash used in financing activities | (98.4) | (65.5) |
Effect of exchange rate changes on cash and cash equivalents | (10.4) | (2.1) |
Increase (decrease) in cash and cash equivalents | 147.4 | (24.5) |
Cash and cash equivalents, beginning of period | 484.7 | 213.5 |
Cash and cash equivalents, end of period | 632.1 | 189 |
Supplemental Cash Flow Information | ||
Cash payments for interest, net of amount capitalized | 27.1 | 2.2 |
Cash payments for income taxes, net of refunds | 15.8 | 17 |
Non-cash Investing and Financing Activities | ||
Non-cash purchases of property and equipment | (8.2) | 37.6 |
Additional finance lease obligations for build-to-suit leases and other | 6.3 | 48.6 |
Acquisition of property and equipment by capital leases | ||
Non-cash Investing and Financing Activities | ||
Non-cash purchases of property and equipment | 0.2 | 0.4 |
Increase (decrease) in property and equipment in accounts payable and accrued expenses | ||
Non-cash Investing and Financing Activities | ||
Non-cash purchases of property and equipment | $ (8.4) | $ 37.2 |
Company Overview, Subsequent Ev
Company Overview, Subsequent Events, Basis of Presentation, and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview, Subsequent Events, Basis of Presentation, and Summary of Significant Accounting Policies | Company Overview, Subsequent Events, 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. Our operations began in 1998 as a limited partnership, and Rackspace Hosting, Inc. was incorporated in Delaware in March 2000. We are a provider of managed cloud services in the business information technology ("IT") market and 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 some of the world's leading technology platforms. We are experts in IT, so our customers do not have to be. Subsequent Events On November 3, 2016 (the “Closing Date”), Rackspace was acquired by an entity controlled by funds affiliated with or controlled by Apollo Global Management, LLC and its subsidiaries ("Apollo"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 26, 2016 , on the Closing Date, Inception Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Inception Parent, Inc., a Delaware corporation ("Parent"), merged with and into Rackspace, with Rackspace surviving as a wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger, subject to certain exceptions, each share of common stock of Rackspace that was issued and outstanding immediately prior to the effective time of the Merger was cancelled and automatically converted into the right to receive $32.00 per share in cash, without interest and less any applicable withholding taxes. Total consideration paid to Rackspace's equityholders at closing of the Merger was approximately $4.1 billion (the “Merger Consideration”) based on the number of shares of common stock issued and outstanding and based on payments required to be made under the Merger Agreement to certain holders of Rackspace stock options and Rackspace stock-based awards. In addition, a total of up to approximately $213.2 million will be payable under the Merger Agreement to certain holders of Rackspace stock-based awards following the closing of the Merger, subject to the continued employment of such holders or their experiencing a qualifying termination of employment, with up to approximately $103.1 million payable in 2017, up to approximately $80.2 million payable in 2018, and up to approximately $29.8 million payable in 2019. In connection with the Merger, the following events occurred, which are collectively referred to as the "Transactions": • Funds affiliated with or controlled by Apollo and certain co-investors, including certain funds managed by Searchlight Capital Partners, L.P., directly or indirectly contributed an aggregate amount of approximately $1.2 billion in cash, which amount was contributed to Merger Sub and used to fund a portion of the Merger Consideration and to pay fees and expenses related to the Transactions; • Merger Sub entered into the following debt arrangements: ◦ A five -year $225.0 million senior secured first lien revolving credit facility, which was undrawn on the Closing Date; ◦ A seven -year $2,000.0 million senior secured first lien term loan credit facility, which was fully drawn on the Closing Date; and ◦ $1,200.0 million aggregate principal amount of 8.625% Senior Notes due 2024 . • On the Closing Date, at the direction of Rackspace, the trustee for Rackspace's existing 6.5% Senior Notes due 2024 (the "6.5% Notes") delivered a notice of redemption (the "Redemption Notice") to holders of the 6.5% Notes. The Redemption Notice provided for Rackspace's redemption of the 6.5% Notes on December 5, 2016 (the "Redemption Date") at the redemption price set forth in the Indenture governing the 6.5% Notes (the "6.5% Notes Indenture"). Rackspace satisfied and discharged its obligations under the 6.5% Notes Indenture on the Closing Date by depositing with the trustee funds sufficient to pay the redemption price on the Redemption Date. • Rackspace terminated its existing $200.0 million unsecured revolving facility, under which no borrowings were outstanding as of the Closing Date. As a result of the Merger, all obligations of Merger Sub under the debt arrangements described above became obligations of Rackspace as of the effective time of the Merger. During the three and nine months ended September 30, 2016 , we recorded $3.6 million and $3.9 million , respectively, of costs in connection with the Merger. These costs are included in “general and administrative” expense on our consolidated statements of comprehensive income. References to "our board," "the board," and similar phrases throughout this report refer to the Board of Directors of Rackspace as it was constituted immediately prior to the Merger. 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 and nine months ended September 30, 2016 was $0.1 million and $0.4 million , respectively. There was no income tax expense allocated during the three or nine months ended September 30, 2015 . Unaudited Interim Financial Information The accompanying consolidated financial statements as of September 30, 2016 , and for the three and nine months ended September 30, 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/A filed with the Securities and Exchange Commission on June 13, 2016 (the "Amended 2015 Annual Consolidated Financial Statements"). The unaudited interim consolidated financial statements have been prepared on the same basis as the Amended 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 September 30, 2016 , our results of operations for the three and nine months ended September 30, 2015 and 2016 , and our cash flows for the nine months ended September 30, 2015 and 2016 . The results of operations for the three and nine months ended September 30, 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 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 Amended 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 nine months ended September 30, 2016 . Revision to Prior Period Financial Statements As described in our Amended 2015 Annual Consolidated Financial Statements, we have retrospectively revised our financial statements for all periods presented to reflect the correction of an immaterial error for under-reported license expense and the related income tax effect. The impact of this revision on the consolidated statements of comprehensive income for the three and nine months ended September 30, 2015 and the consolidated statement of cash flows for the nine months ended September 30, 2015 is as follows: Three Months Ended September 30, 2015 (In millions, except per share data) As Previously Reported Adjustments As Revised Consolidated Statement of Comprehensive Income: Cost of revenue $ 171.2 $ 1.5 $ 172.7 Income from operations 56.5 (1.5 ) 55.0 Income before income taxes 52.6 (1.5 ) 51.1 Income taxes 16.1 (0.5 ) 15.6 Net income 36.5 (1.0 ) 35.5 Comprehensive income $ 26.3 $ (1.0 ) $ 25.3 Net income per share Basic $ 0.26 $ — $ 0.26 Diluted $ 0.26 $ (0.01 ) $ 0.25 Nine Months Ended September 30, 2015 (In millions, except per share data) As Previously Reported Adjustments As Revised Consolidated Statement of Comprehensive Income: Cost of revenue $ 496.4 $ 4.5 $ 500.9 Income from operations 144.6 (4.5 ) 140.1 Income before income taxes 137.8 (4.5 ) 133.3 Income taxes 43.7 (1.7 ) 42.0 Net income 94.1 (2.8 ) 91.3 Comprehensive income $ 85.1 $ (2.8 ) $ 82.3 Net income per share Basic $ 0.67 $ (0.02 ) $ 0.65 Diluted $ 0.66 $ (0.02 ) $ 0.64 Nine Months Ended September 30, 2015 (In millions) As Previously Reported Adjustments As Revised Consolidated Statement of Cash Flows: Net income $ 94.1 $ (2.8 ) $ 91.3 Deferred income taxes (34.1 ) (1.7 ) (35.8 ) Other non-current assets and liabilities $ 4.3 $ 4.5 $ 8.8 During the second quarter of 2016, we reached an agreement with the license vendor to settle our liability for the under-reported license expense with a cash payment of $10.5 million . Under the terms of the agreement, the vendor legally released us from any additional claims or obligations with respect to certain software license usage for the prior impacted periods. Upon payment in June 2016, we recorded a $4.7 million benefit to license expense within "Cost of revenue" in the consolidated statement of comprehensive income, reflecting the difference between the cash payment of $10.5 million and the total contractual liability of $15.2 million we had accrued as of March 31, 2016. Recent Accounting Pronouncements Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“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 will become effective for Rackspace on January 1, 2018, with early adoption permitted for annual periods beginning after December 15, 2016. 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. 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. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In June 2016, the FASB issued a new standard that requires financial assets measured at amortized cost to be presented at the net amount expected to be collected using an allowance for expected credit losses, to be estimated by management based on historical experience, current conditions, and reasonable and supportable forecasts. The movement from an incurred loss model, required under current GAAP, to an expected loss model will result in the timelier recording of credit losses on financial instruments. This new guidance will become effective for Rackspace on January 1, 2020, with early adoption permitted for annual and interim periods beginning after December 15, 2018, and will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In August 2016, the FASB issued a new standard to provide clarification on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard addresses eight specific cash flow issues where diversity in practice exists. The standard will become effective for Rackspace on January 1, 2018. We are currently evaluating the impact this guidance will have on our consolidated financial statements. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share The following table sets forth the computation of basic and diluted net income per share: Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2015 2016 2015 2016 Basic net income per share: Net income $ 35.5 $ 38.6 $ 91.3 $ 123.2 Weighted average shares outstanding: Common stock 139.0 126.1 140.9 127.5 Number of shares used in per share computations 139.0 126.1 140.9 127.5 Net income per share $ 0.26 $ 0.31 $ 0.65 $ 0.97 Diluted net income per share: Net income $ 35.5 $ 38.6 $ 91.3 $ 123.2 Weighted average shares outstanding: Common stock 139.0 126.1 140.9 127.5 Stock options, awards and employee share purchase plans 1.6 1.7 2.4 1.1 Number of shares used in per share computations 140.6 127.8 143.3 128.6 Net income per share $ 0.25 $ 0.30 $ 0.64 $ 0.96 We excluded 5.2 million and 4.1 million potential common shares from the computation of dilutive net income per share for the three months ended September 30, 2015 and 2016 , respectively, and 3.8 million and 4.4 million potential shares for the nine months ended September 30, 2015 and 2016 , respectively, because the effect would have been anti-dilutive. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, at December 31, 2015 and September 30, 2016 consisted of the following: (In millions) December 31, September 30, Computers and equipment $ 1,787.2 $ 1,839.7 Computer software 370.6 401.2 Furniture and fixtures 63.5 62.8 Buildings and leasehold improvements 355.7 332.2 Land 28.1 26.8 Property and equipment, at cost 2,605.1 2,662.7 Less: Accumulated depreciation and amortization (1,539.7 ) (1,733.2 ) Work in process 82.6 102.2 Property and equipment, net $ 1,148.0 $ 1,031.7 The composition of the work in process balance was as follows: (In millions) December 31, September 30, Office facility build outs $ 11.5 $ 12.5 Data center build outs 49.0 50.1 Capitalized software 22.1 39.6 Work in process $ 82.6 $ 102.2 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 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 our Jungle Disk business. During the third quarter of 2016, we sold our Cloud Sites business and reduced goodwill by an additional $0.2 million . See Note 11 , " Gain on Sale " for more information on these transactions. There were no additional changes to goodwill during 2016. As of September 30, 2016 , the goodwill balance by operating segment was as follows: (In millions) September 30, Americas $ 57.9 International 22.3 Total goodwill $ 80.2 |
Cost-Method Investments
Cost-Method Investments | 9 Months Ended |
Sep. 30, 2016 | |
Investments, All Other Investments [Abstract] | |
Cost-Method Investments | Cost-Method Investments We have several direct investments accounted for under the cost method. The aggregate carrying amount of these investments, which are recorded as "Other non-current assets" in the consolidated balance sheets, was $11.6 million and $22.8 million as of December 31, 2015 and September 30, 2016 , respectively. 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 September 30, 2016 . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 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 September 30, 2016 (In millions) Revolving Credit Facility Senior Notes due 2024 Total Principal balance $ — $ 500.0 $ 500.0 Unamortized debt issuance costs — (6.9 ) (6.9 ) Total debt — 493.1 493.1 Less: Current portion of debt — — — Debt, excluding current portion $ — $ 493.1 $ 493.1 Revolving Credit Facility We are party to a $200 million unsecured revolving credit facility (the "Revolving Credit Facility"). As of September 30, 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 September 30, 2016 , the outstanding principal amount of the 6.5% 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 was made on July 15, 2016 . As of September 30, 2016 , we were in compliance with all covenants under the Senior Notes indenture . The fair value of the Senior Notes as of September 30, 2016 was $547.5 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. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
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 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 or otherwise harm our business. We have disputed the allegations 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. Rackspace, each member of Rackspace's Board of Directors, Apollo, Parent and Merger Sub have been named as defendants in a putative class action challenging the merger between Apollo and Rackspace in the Court of Chancery of the State of Delaware . The suit is captioned Luger v. Rackspace Hosting Inc., et al. (Case No. 12819) (filed October 11, 2016 ). The complaint alleges that the Proxy Statement fails to disclose material information to Rackspace stockholders and that the Rackspace Board breached its fiduciary duties by failing to ensure that such disclosure was made. The complaint seeks rescission, damages, and injunctive relief. The complaint also alleges that Rackspace, Apollo, Parent and Merger Sub have aided and abetted the Rackspace Board's breach of its fiduciary duties. Rackspace believes the allegations of the complaint are without merit and intends to defend against the lawsuit vigorously. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense was recognized as follows: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2015 2016 2015 2016 Cost of revenue $ 4.2 $ 4.5 $ 12.3 $ 13.0 Research and development 2.4 2.3 11.3 6.9 Sales and marketing 2.7 2.9 8.2 8.3 General and administrative 10.3 8.0 28.2 25.7 Pre-tax share-based compensation 19.6 17.7 60.0 53.9 Less: Income tax benefit (5.9 ) (6.3 ) (19.0 ) (18.2 ) Total share-based compensation expense, net of tax $ 13.7 $ 11.4 $ 41.0 $ 35.7 As of September 30, 2016 , there was $163.0 million of unrecognized compensation cost, which will be recognized using the straight-line method over a weighted average period of 2.7 years . |
Taxes
Taxes | 9 Months Ended |
Sep. 30, 2016 | |
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 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 nine months ended September 30, 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. |
Share Repurchase Program
Share Repurchase Program | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Share Repurchase Program | 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 nine months ended September 30, 2016 , we repurchased $133.2 million , or 6.0 million shares, of our common stock on the open market under this program; these shares were subsequently retired. |
Gain on Sale
Gain on Sale | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Gain on Sale | Gain on Sale During 2016, we sold certain assets of two non-strategic product lines, resulting in a total pre-tax gain of $12.5 million and $37.0 million for the three and nine months ended September 30, 2016 , respectively, reported within “Gain on sale” in the consolidated statements of comprehensive income. On January 5, 2016, we completed the sale of certain assets of our Jungle Disk business, consisting primarily of intellectual property with an immaterial remaining net book value, for total consideration of $27.0 million . After adjustments for the net book value of the assets, goodwill, and transaction costs, we recorded a pre-tax gain of $24.5 million . On August 25, 2016, we completed the sale of certain assets of our Cloud Sites business, consisting primarily of intellectual property with an immaterial remaining net book value, and entered into a transition services agreement with the buyer. Under the transition services agreement, we will provide certain services, mainly hosting and email services, over a transition period of up to 18 months and will sell specified data center equipment to the buyer at the conclusion of the transition period. Total consideration for this arrangement was $39.0 million , for which a cash payment of $31.4 million was received on August 25, 2016, with an additional $3.5 million placed in escrow for general representations and warranties and the remaining $4.0 million due upon transfer of the data center equipment at the end of the transition period. In addition, the transition services agreement requires monthly payments from the buyer for hosting services. These monthly payments, together with $23.1 million of the arrangement consideration classified as deferred revenue, represent fair value for the services and will be recognized as the services are provided over the estimated period of 18 months. The remaining $15.9 million of arrangement consideration was allocated to the sale of the business; after adjustments for the net book value of the assets, goodwill, and transaction costs, we recorded a pre-tax gain of $12.5 million . |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | 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 metrics our chief operating decision maker ("CODM") uses to manage our business, including the allocation of resources and performance assessment. In addition, these metrics 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, gains on the sale of certain assets of non-strategic product lines, as described in Note 11 , " Gain on Sale ," have been reflected in the Americas segment. 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 September 30, Nine Months Ended September 30, (In millions) 2015 2016 2015 2016 Net revenue: Americas $ 371.5 $ 389.0 $ 1,077.8 $ 1,158.7 International 137.4 127.2 400.7 399.2 Total net revenue $ 508.9 $ 516.2 $ 1,478.5 $ 1,557.9 Income before income taxes: Americas $ 18.3 $ 31.9 $ 33.1 $ 95.4 International 32.8 28.1 100.2 90.8 Total income before income taxes $ 51.1 $ 60.0 $ 133.3 $ 186.2 Depreciation and amortization: Americas $ 77.1 $ 79.2 $ 229.5 $ 238.7 International 24.2 21.7 66.4 70.8 Total depreciation and amortization $ 101.3 $ 100.9 $ 295.9 $ 309.5 We offer a broad portfolio of integrated IT solutions (products) for common business needs across four primary form factors: • Single Tenant provides servers and storage space dedicated to a single customer. The latter can deploy either a traditional managed hosting or private cloud environment. For customers who either run legacy applications, have high security or compliance needs, or run applications with consistently high usage patterns, Single Tenant hosting solutions are preferable and more cost effective than do-it-yourself or public cloud alternatives. • Public Cloud provides computing resources on an as-needed basis. Rackspace's Public Cloud is based on OpenStack technology and customers' workloads run on a shared pool of servers, storage, and networking resources. Customers who have workloads with variable needs find this a cost-effective solution as they are charged on a pay-as-you-go basis. • Cloud Office provides outsourced management of applications for email, Microsoft Office 365, and collaboration tools such as Microsoft SharePoint. Email hosting represents the predominant source of revenue and these products are offered on a monthly subscription model with tiered pricing levels based upon number of users and support levels. • Managed Cloud Services resells Amazon Web Services or Microsoft Azure infrastructure and provides managed services on top of it. Managed Cloud Services demand is driven by the adoption of public clouds and the customers' lack of in-house resources to manage these complex cloud platforms. Net revenue by product line is as follows: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2015 2016 2015 2016 Single Tenant $ 364.7 $ 365.3 $ 1,062.4 $ 1,108.0 Public Cloud 117.1 114.4 337.1 350.8 Cloud Office 27.1 29.9 79.0 88.0 Managed Cloud Services — 6.6 — 11.1 Total net revenue $ 508.9 $ 516.2 $ 1,478.5 $ 1,557.9 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
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 | 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). |
Basis of Accounting | The accompanying consolidated financial statements as of September 30, 2016 , and for the three and nine months ended September 30, 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. |
Use of Estimates | The preparation of consolidated financial statements in conformity with 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. |
Recent Accounting Pronouncements Not Yet Adopted | In May 2014, the Financial Accounting Standards Board (“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 will become effective for Rackspace on January 1, 2018, with early adoption permitted for annual periods beginning after December 15, 2016. 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. 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. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In June 2016, the FASB issued a new standard that requires financial assets measured at amortized cost to be presented at the net amount expected to be collected using an allowance for expected credit losses, to be estimated by management based on historical experience, current conditions, and reasonable and supportable forecasts. The movement from an incurred loss model, required under current GAAP, to an expected loss model will result in the timelier recording of credit losses on financial instruments. This new guidance will become effective for Rackspace on January 1, 2020, with early adoption permitted for annual and interim periods beginning after December 15, 2018, and will be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In August 2016, the FASB issued a new standard to provide clarification on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard addresses eight specific cash flow issues where diversity in practice exists. The standard will become effective for Rackspace on January 1, 2018. We are currently evaluating the impact this guidance will have on our consolidated financial statements. |
Cost-Method Investments | 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 . |
Contingencies | We record accruals for loss contingencies when losses are considered probable and can be reasonably estimated. |
Segment Information | 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 metrics our chief operating decision maker ("CODM") uses to manage our business, including the allocation of resources and performance assessment. In addition, these metrics 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, gains on the sale of certain assets of non-strategic product lines, as described in Note 11 , " Gain on Sale ," have been reflected in the Americas segment. 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. |
Company Overview, Subsequent 19
Company Overview, Subsequent Events, Basis of Presentation, and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revision to Prior Period Financial Statements | As described in our Amended 2015 Annual Consolidated Financial Statements, we have retrospectively revised our financial statements for all periods presented to reflect the correction of an immaterial error for under-reported license expense and the related income tax effect. The impact of this revision on the consolidated statements of comprehensive income for the three and nine months ended September 30, 2015 and the consolidated statement of cash flows for the nine months ended September 30, 2015 is as follows: Three Months Ended September 30, 2015 (In millions, except per share data) As Previously Reported Adjustments As Revised Consolidated Statement of Comprehensive Income: Cost of revenue $ 171.2 $ 1.5 $ 172.7 Income from operations 56.5 (1.5 ) 55.0 Income before income taxes 52.6 (1.5 ) 51.1 Income taxes 16.1 (0.5 ) 15.6 Net income 36.5 (1.0 ) 35.5 Comprehensive income $ 26.3 $ (1.0 ) $ 25.3 Net income per share Basic $ 0.26 $ — $ 0.26 Diluted $ 0.26 $ (0.01 ) $ 0.25 Nine Months Ended September 30, 2015 (In millions, except per share data) As Previously Reported Adjustments As Revised Consolidated Statement of Comprehensive Income: Cost of revenue $ 496.4 $ 4.5 $ 500.9 Income from operations 144.6 (4.5 ) 140.1 Income before income taxes 137.8 (4.5 ) 133.3 Income taxes 43.7 (1.7 ) 42.0 Net income 94.1 (2.8 ) 91.3 Comprehensive income $ 85.1 $ (2.8 ) $ 82.3 Net income per share Basic $ 0.67 $ (0.02 ) $ 0.65 Diluted $ 0.66 $ (0.02 ) $ 0.64 Nine Months Ended September 30, 2015 (In millions) As Previously Reported Adjustments As Revised Consolidated Statement of Cash Flows: Net income $ 94.1 $ (2.8 ) $ 91.3 Deferred income taxes (34.1 ) (1.7 ) (35.8 ) Other non-current assets and liabilities $ 4.3 $ 4.5 $ 8.8 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | The following table sets forth the computation of basic and diluted net income per share: Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2015 2016 2015 2016 Basic net income per share: Net income $ 35.5 $ 38.6 $ 91.3 $ 123.2 Weighted average shares outstanding: Common stock 139.0 126.1 140.9 127.5 Number of shares used in per share computations 139.0 126.1 140.9 127.5 Net income per share $ 0.26 $ 0.31 $ 0.65 $ 0.97 Diluted net income per share: Net income $ 35.5 $ 38.6 $ 91.3 $ 123.2 Weighted average shares outstanding: Common stock 139.0 126.1 140.9 127.5 Stock options, awards and employee share purchase plans 1.6 1.7 2.4 1.1 Number of shares used in per share computations 140.6 127.8 143.3 128.6 Net income per share $ 0.25 $ 0.30 $ 0.64 $ 0.96 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net, at December 31, 2015 and September 30, 2016 consisted of the following: (In millions) December 31, September 30, Computers and equipment $ 1,787.2 $ 1,839.7 Computer software 370.6 401.2 Furniture and fixtures 63.5 62.8 Buildings and leasehold improvements 355.7 332.2 Land 28.1 26.8 Property and equipment, at cost 2,605.1 2,662.7 Less: Accumulated depreciation and amortization (1,539.7 ) (1,733.2 ) Work in process 82.6 102.2 Property and equipment, net $ 1,148.0 $ 1,031.7 |
Work in process | The composition of the work in process balance was as follows: (In millions) December 31, September 30, Office facility build outs $ 11.5 $ 12.5 Data center build outs 49.0 50.1 Capitalized software 22.1 39.6 Work in process $ 82.6 $ 102.2 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by operating segment | As of September 30, 2016 , the goodwill balance by operating segment was as follows: (In millions) September 30, Americas $ 57.9 International 22.3 Total goodwill $ 80.2 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
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 September 30, 2016 (In millions) Revolving Credit Facility Senior Notes due 2024 Total Principal balance $ — $ 500.0 $ 500.0 Unamortized debt issuance costs — (6.9 ) (6.9 ) Total debt — 493.1 493.1 Less: Current portion of debt — — — Debt, excluding current portion $ — $ 493.1 $ 493.1 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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 millions) 2015 2016 2015 2016 Cost of revenue $ 4.2 $ 4.5 $ 12.3 $ 13.0 Research and development 2.4 2.3 11.3 6.9 Sales and marketing 2.7 2.9 8.2 8.3 General and administrative 10.3 8.0 28.2 25.7 Pre-tax share-based compensation 19.6 17.7 60.0 53.9 Less: Income tax benefit (5.9 ) (6.3 ) (19.0 ) (18.2 ) Total share-based compensation expense, net of tax $ 13.7 $ 11.4 $ 41.0 $ 35.7 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Information related to our segments is as follows: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2015 2016 2015 2016 Net revenue: Americas $ 371.5 $ 389.0 $ 1,077.8 $ 1,158.7 International 137.4 127.2 400.7 399.2 Total net revenue $ 508.9 $ 516.2 $ 1,478.5 $ 1,557.9 Income before income taxes: Americas $ 18.3 $ 31.9 $ 33.1 $ 95.4 International 32.8 28.1 100.2 90.8 Total income before income taxes $ 51.1 $ 60.0 $ 133.3 $ 186.2 Depreciation and amortization: Americas $ 77.1 $ 79.2 $ 229.5 $ 238.7 International 24.2 21.7 66.4 70.8 Total depreciation and amortization $ 101.3 $ 100.9 $ 295.9 $ 309.5 |
Net Revenue by Product Line | Net revenue by product line is as follows: Three Months Ended September 30, Nine Months Ended September 30, (In millions) 2015 2016 2015 2016 Single Tenant $ 364.7 $ 365.3 $ 1,062.4 $ 1,108.0 Public Cloud 117.1 114.4 337.1 350.8 Cloud Office 27.1 29.9 79.0 88.0 Managed Cloud Services — 6.6 — 11.1 Total net revenue $ 508.9 $ 516.2 $ 1,478.5 $ 1,557.9 |
Company Overview, Subsequent 26
Company Overview, Subsequent Events, Basis of Presentation, and Summary of Significant Accounting Policies (Details 1) - Nature of Operations, Basis of Consolidation | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($)continent | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)continent | Sep. 30, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of continents on which we have data centers | continent | 4 | 4 | ||
Income tax expense allocated to foreign currency translation adjustments | $ | $ 100,000 | $ 0 | $ 400,000 | $ 0 |
Company Overview, Subsequent 27
Company Overview, Subsequent Events, Basis of Presentation, and Summary of Significant Accounting Policies (Details 2) - Subsequent Events - USD ($) | Nov. 03, 2016 | Sep. 30, 2016 | Sep. 30, 2016 |
Senior Notes | |||
Debt | |||
Stated annual interest rate | 6.50% | 6.50% | |
Maturity date | Jan. 15, 2024 | ||
Rackspace Hosting, Inc. | General and administrative | |||
Merger | |||
Merger-related costs | $ 3,600,000 | $ 3,900,000 | |
Subsequent Event | |||
Merger | |||
Closing date | Nov. 3, 2016 | ||
Merger agreement date | Aug. 26, 2016 | ||
Payable to certain holders of Rackspace stock-based awards | |||
Total amount payable under the Merger Agreement to certain holders of Rackspace stock-based awards | $ 213,200,000 | ||
Amount payable under the Merger Agreement to certain holders of Rackspace stock-based awards in 2017 | 103,100,000 | ||
Amount payable under the Merger Agreement to certain holders of Rackspace stock-based awards in 2018 | 80,200,000 | ||
Amount payable under the Merger Agreement to certain holders of Rackspace stock-based awards in 2019 | $ 29,800,000 | ||
Subsequent Event | Inception Parent, Inc. | |||
Merger | |||
Price per share | $ 32 | ||
Merger consideration | $ 4,100,000,000 | ||
Subsequent Event | Inception Merger Sub, Inc. | |||
Merger | |||
Cash contribution used to fund merger consideration and to pay related fees & expenses | 1,200,000,000 | ||
Subsequent Event | Inception Merger Sub, Inc. | Senior Notes | |||
Debt | |||
Face amount of debt instrument | $ 1,200,000,000 | ||
Stated annual interest rate | 8.625% | ||
Maturity date | Nov. 15, 2024 | ||
Subsequent Event | Inception Merger Sub, Inc. | Revolving Credit Facility | |||
Debt | |||
Term of debt instrument | 5 years | ||
Maximum borrowing capacity under credit facility | $ 225,000,000 | ||
Borrowings outstanding on credit facility | $ 0 | ||
Subsequent Event | Inception Merger Sub, Inc. | Senior Secured Term Loan Credit Facility | |||
Debt | |||
Term of debt instrument | 7 years | ||
Maximum borrowing capacity under credit facility | $ 2,000,000,000 | ||
Borrowings outstanding on credit facility | $ 2,000,000,000 | ||
Subsequent Event | Rackspace Hosting, Inc. | Senior Notes | |||
Debt | |||
Stated annual interest rate | 6.50% | ||
Maturity date | Jan. 15, 2024 | ||
Subsequent Event | Rackspace Hosting, Inc. | Revolving Credit Facility | |||
Debt | |||
Maximum borrowing capacity under credit facility | $ 200,000,000 | ||
Borrowings outstanding on credit facility | $ 0 |
Company Overview, Subsequent 28
Company Overview, Subsequent Events, Basis of Presentation, and Summary of Significant Accounting Policies (Details 3) - Revision to Prior Period Financial Statements (1 of 2) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Consolidated Statement of Comprehensive Income: | ||||
Cost of revenue | $ 183.9 | $ 172.7 | $ 535.8 | $ 500.9 |
Income from operations | 70.2 | 55 | 215.7 | 140.1 |
Income before income taxes | 60 | 51.1 | 186.2 | 133.3 |
Income taxes | 21.4 | 15.6 | 63 | 42 |
Net income | 38.6 | 35.5 | 123.2 | 91.3 |
Comprehensive income | $ 32.5 | $ 25.3 | $ 90.5 | $ 82.3 |
Net income per share | ||||
Basic | $ 0.31 | $ 0.26 | $ 0.97 | $ 0.65 |
Diluted | $ 0.30 | $ 0.25 | $ 0.96 | $ 0.64 |
Consolidated Statement of Cash Flows: | ||||
Net income | $ 38.6 | $ 35.5 | $ 123.2 | $ 91.3 |
Deferred income taxes | 9.2 | (35.8) | ||
Other non-current assets and liabilities | $ 8 | 8.8 | ||
As Previously Reported | ||||
Consolidated Statement of Comprehensive Income: | ||||
Cost of revenue | 171.2 | 496.4 | ||
Income from operations | 56.5 | 144.6 | ||
Income before income taxes | 52.6 | 137.8 | ||
Income taxes | 16.1 | 43.7 | ||
Net income | 36.5 | 94.1 | ||
Comprehensive income | $ 26.3 | $ 85.1 | ||
Net income per share | ||||
Basic | $ 0.26 | $ 0.67 | ||
Diluted | $ 0.26 | $ 0.66 | ||
Consolidated Statement of Cash Flows: | ||||
Net income | $ 36.5 | $ 94.1 | ||
Deferred income taxes | (34.1) | |||
Other non-current assets and liabilities | 4.3 | |||
Adjustments | ||||
Consolidated Statement of Comprehensive Income: | ||||
Cost of revenue | 1.5 | 4.5 | ||
Income from operations | (1.5) | (4.5) | ||
Income before income taxes | (1.5) | (4.5) | ||
Income taxes | (0.5) | (1.7) | ||
Net income | (1) | (2.8) | ||
Comprehensive income | $ (1) | $ (2.8) | ||
Net income per share | ||||
Basic | $ 0 | $ (0.02) | ||
Diluted | $ (0.01) | $ (0.02) | ||
Consolidated Statement of Cash Flows: | ||||
Net income | $ (1) | $ (2.8) | ||
Deferred income taxes | (1.7) | |||
Other non-current assets and liabilities | $ 4.5 |
Company Overview, Subsequent 29
Company Overview, Subsequent Events, Basis of Presentation, and Summary of Significant Accounting Policies (Details 4) - Revision to Prior Period Financial Statements (2 of 2) - Settlement of liability for under-reported license expense - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Settlement of liability for under-reported license expense | ||
Settlement payment | $ 10.5 | |
Contractual liability | $ 15.2 | |
Cost of revenue | ||
Settlement of liability for under-reported license expense | ||
License expense (benefit) | $ (4.7) |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic net income per share: | ||||
Net income | $ 38.6 | $ 35.5 | $ 123.2 | $ 91.3 |
Weighted average shares outstanding: | ||||
Common stock | 126.1 | 139 | 127.5 | 140.9 |
Number of shares used in per share computations | 126.1 | 139 | 127.5 | 140.9 |
Net income per share - basic | $ 0.31 | $ 0.26 | $ 0.97 | $ 0.65 |
Diluted net income per share: | ||||
Net income | $ 38.6 | $ 35.5 | $ 123.2 | $ 91.3 |
Weighted average shares outstanding: | ||||
Common stock | 126.1 | 139 | 127.5 | 140.9 |
Stock options, awards and employee share purchase plans | 1.7 | 1.6 | 1.1 | 2.4 |
Number of shares used in per share computations | 127.8 | 140.6 | 128.6 | 143.3 |
Net income per share - diluted | $ 0.30 | $ 0.25 | $ 0.96 | $ 0.64 |
Number of potential common shares excluded from the computation of dilutive net income per share because the effect would have been anti-dilutive | 4.1 | 5.2 | 4.4 | 3.8 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Property and equipment | ||
Property and equipment, at cost | $ 2,662.7 | $ 2,605.1 |
Less: Accumulated depreciation and amortization | (1,733.2) | (1,539.7) |
Work in process | 102.2 | 82.6 |
Property and equipment, net | 1,031.7 | 1,148 |
Computers and equipment | ||
Property and equipment | ||
Property and equipment, at cost | 1,839.7 | 1,787.2 |
Computer software | ||
Property and equipment | ||
Property and equipment, at cost | 401.2 | 370.6 |
Furniture and fixtures | ||
Property and equipment | ||
Property and equipment, at cost | 62.8 | 63.5 |
Buildings and leasehold improvements | ||
Property and equipment | ||
Property and equipment, at cost | 332.2 | 355.7 |
Land | ||
Property and equipment | ||
Property and equipment, at cost | 26.8 | 28.1 |
Office facility build outs | ||
Property and equipment | ||
Work in process | 12.5 | 11.5 |
Data center build outs | ||
Property and equipment | ||
Work in process | 50.1 | 49 |
Capitalized software | ||
Property and equipment | ||
Work in process | $ 39.6 | $ 22.1 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Goodwill | ||||
Additional changes to goodwill | $ 0 | |||
Goodwill | $ 80,200,000 | 80,200,000 | $ 81,100,000 | |
Americas | ||||
Goodwill | ||||
Goodwill | 57,900,000 | 57,900,000 | ||
International | ||||
Goodwill | ||||
Goodwill | 22,300,000 | $ 22,300,000 | ||
Jungle Disk business | ||||
Goodwill | ||||
Reduction of goodwill in connection with sale of business | $ 700,000 | |||
Cloud Sites business | ||||
Goodwill | ||||
Reduction of goodwill in connection with sale of business | $ 200,000 |
Cost-Method Investments (Detail
Cost-Method Investments (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Investments, All Other Investments [Abstract] | ||
Aggregate carrying amount of cost-method investments, not evaluated for impairment | $ 22.8 | $ 11.6 |
Debt (Details)
Debt (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt | ||
Principal balance | $ 500,000,000 | $ 500,000,000 |
Unamortized debt issuance costs | (6,900,000) | (7,600,000) |
Total debt | 493,100,000 | 492,400,000 |
Less: Current portion of debt | 0 | 0 |
Debt, excluding current portion | 493,100,000 | 492,400,000 |
Revolving Credit Facility | ||
Debt | ||
Principal balance | 0 | 0 |
Unamortized debt issuance costs | 0 | 0 |
Total debt | 0 | 0 |
Less: Current portion of debt | 0 | 0 |
Debt, excluding current portion | 0 | 0 |
Revolving Credit Facility | ||
Borrowing capacity of revolving credit facility | 200,000,000 | |
Undrawn letters of credit | $ 400,000 | |
Covenant compliance | in compliance with all of the covenants under this facility | |
Senior Notes due 2024 | ||
Debt | ||
Principal balance | $ 500,000,000 | 500,000,000 |
Unamortized debt issuance costs | (6,900,000) | (7,600,000) |
Total debt | 493,100,000 | 492,400,000 |
Less: Current portion of debt | 0 | 0 |
Debt, excluding current portion | $ 493,100,000 | $ 492,400,000 |
Senior Notes due 2024 | ||
Stated annual interest rate | 6.50% | |
Maturity date | Jan. 15, 2024 | |
Date of first required payment | Jul. 15, 2016 | |
Covenant compliance | in compliance with all covenants under the Senior Notes indenture | |
Senior Notes due 2024 | Level 2 in the fair value hierarchy | ||
Senior Notes due 2024 | ||
Fair value | $ 547,500,000 |
Contingencies (Details)
Contingencies (Details) - Subsequent Event - Luger v. Rackspace Hosting Inc., et al. (Case No. 12819) - Pending Litigation | Oct. 11, 2016 |
Loss Contingency, Information about Litigation Matters | |
Parties Jointly and Severally Liable in Litigation | each member of Rackspace's Board of Directors, Apollo, Parent and Merger Sub |
Domicile of Litigation | State of Delaware |
Name of Plaintiff | Luger |
Name of Defendant | Rackspace Hosting Inc., et al. |
Lawsuit Filing Date | October 11, 2016 |
Allegations | The complaint alleges that the Proxy Statement fails to disclose material information to Rackspace stockholders and that the Rackspace Board breached its fiduciary duties by failing to ensure that such disclosure was made. The complaint seeks rescission, damages, and injunctive relief. The complaint also alleges that Rackspace, Apollo, Parent and Merger Sub have aided and abetted the Rackspace Board's breach of its fiduciary duties. |
Opinion of Counsel | Rackspace believes the allegations of the complaint are without merit and intends to defend against the lawsuit vigorously. |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Allocation of share-based compensation expense to income statement line items | ||||
Pre-tax share-based compensation | $ 17.7 | $ 19.6 | $ 53.9 | $ 60 |
Less: Income tax benefit | (6.3) | (5.9) | (18.2) | (19) |
Total share-based compensation expense, net of tax | 11.4 | 13.7 | 35.7 | 41 |
Share-Based Compensation Expense, Aggregate Disclosures | ||||
Unrecognized compensation cost | 163 | $ 163 | ||
Weighted-average period over which the unrecognized compensation cost will be recognized using the straight-line method | 2 years 8 months 2 days | |||
Cost of revenue | ||||
Allocation of share-based compensation expense to income statement line items | ||||
Pre-tax share-based compensation | 4.5 | 4.2 | $ 13 | 12.3 |
Research and development | ||||
Allocation of share-based compensation expense to income statement line items | ||||
Pre-tax share-based compensation | 2.3 | 2.4 | 6.9 | 11.3 |
Sales and marketing | ||||
Allocation of share-based compensation expense to income statement line items | ||||
Pre-tax share-based compensation | 2.9 | 2.7 | 8.3 | 8.2 |
General and administrative | ||||
Allocation of share-based compensation expense to income statement line items | ||||
Pre-tax share-based compensation | $ 8 | $ 10.3 | $ 25.7 | $ 28.2 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - Common Stock shares in Millions, $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($)shares | |
Value of shares repurchased and subsequently retired during period | $ | $ 133.2 |
Number of shares repurchased and subsequently retired during period | shares | 6 |
Gain on Sale (Details)
Gain on Sale (Details) $ in Millions | Aug. 25, 2016USD ($) | Jan. 05, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)non-strategic_product_lines | Sep. 30, 2015USD ($) |
Gain on Sale | ||||||
Pre-tax gain recorded on the sale of certain assets of non-strategic product lines | $ 12.5 | $ 0 | $ 37 | $ 0 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Gain on Sale | ||||||
Number of non-strategic product lines for which we sold certain assets | non-strategic_product_lines | 2 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Gain on sale | ||||||
Gain on Sale | ||||||
Pre-tax gain recorded on the sale of certain assets of non-strategic product lines | $ 12.5 | $ 37 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Jungle Disk business | ||||||
Gain on Sale | ||||||
Amount of consideration received for sale of certain assets of non-strategic product lines | $ 27 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Jungle Disk business | Gain on sale | ||||||
Gain on Sale | ||||||
Pre-tax gain recorded on the sale of certain assets of non-strategic product lines | $ 24.5 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Cloud Sites business | ||||||
Gain on Sale | ||||||
Total consideration for arrangement | $ 39 | |||||
Amount of cash consideration received for arrangement | 31.4 | |||||
Amount of consideration for arrangement classified as deferred revenue | 23.1 | |||||
Amount of consideration received for sale of certain assets of non-strategic product lines | $ 15.9 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Cloud Sites business | Maximum | ||||||
Gain on Sale | ||||||
Transition period over which certain services will be provided | 18 months | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Cloud Sites business | Other current assets | ||||||
Gain on Sale | ||||||
Amount of non-cash consideration received for sale of certain assets of non-strategic product line | $ 3.5 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Cloud Sites business | Other non-current assets | ||||||
Gain on Sale | ||||||
Amount of non-cash consideration received for sale of certain assets of non-strategic product line | 4 | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Cloud Sites business | Gain on sale | ||||||
Gain on Sale | ||||||
Pre-tax gain recorded on the sale of certain assets of non-strategic product lines | $ 12.5 |
Segment Information (Details 1)
Segment Information (Details 1) - Information Related to Segments - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net revenue: | ||||
Net revenue | $ 516.2 | $ 508.9 | $ 1,557.9 | $ 1,478.5 |
Income before income taxes: | ||||
Income before income taxes | 60 | 51.1 | 186.2 | 133.3 |
Depreciation and amortization: | ||||
Depreciation and amortization | 100.9 | 101.3 | 309.5 | 295.9 |
Americas | ||||
Net revenue: | ||||
Net revenue | 389 | 371.5 | 1,158.7 | 1,077.8 |
Income before income taxes: | ||||
Income before income taxes | 31.9 | 18.3 | 95.4 | 33.1 |
Depreciation and amortization: | ||||
Depreciation and amortization | 79.2 | 77.1 | 238.7 | 229.5 |
International | ||||
Net revenue: | ||||
Net revenue | 127.2 | 137.4 | 399.2 | 400.7 |
Income before income taxes: | ||||
Income before income taxes | 28.1 | 32.8 | 90.8 | 100.2 |
Depreciation and amortization: | ||||
Depreciation and amortization | $ 21.7 | $ 24.2 | $ 70.8 | $ 66.4 |
Segment Information (Details 2)
Segment Information (Details 2) - Net Revenue by Product Line $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($)product_lines | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)product_lines | Sep. 30, 2015USD ($) | |
Net Revenue by Product Line | ||||
Number of products in portfolio | product_lines | 4 | 4 | ||
Net revenue | $ 516.2 | $ 508.9 | $ 1,557.9 | $ 1,478.5 |
Single Tenant | ||||
Net Revenue by Product Line | ||||
Net revenue | 365.3 | 364.7 | 1,108 | 1,062.4 |
Public Cloud | ||||
Net Revenue by Product Line | ||||
Net revenue | 114.4 | 117.1 | 350.8 | 337.1 |
Cloud Office | ||||
Net Revenue by Product Line | ||||
Net revenue | 29.9 | 27.1 | 88 | 79 |
Managed Cloud Services | ||||
Net Revenue by Product Line | ||||
Net revenue | $ 6.6 | $ 0 | $ 11.1 | $ 0 |