Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 26, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-39420 | |
Entity Registrant Name | RACKSPACE TECHNOLOGY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-3369925 | |
Entity Address, Address Line One | 1 Fanatical Place | |
Entity Address, Address Line Two | City of Windcrest | |
Entity Address, City or Town | San Antonio | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78218 | |
City Area Code | 210 | |
Local Phone Number | 312-4000 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | RXT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 199,131,909 | |
Entity Central Index Key | 0001810019 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 161.4 | $ 83.8 |
Accounts receivable, net of allowance for doubtful accounts and accrued customer credits of $17.0 and $18.7, respectively | 385.5 | 350.3 |
Prepaid expenses | 64 | 76.2 |
Other current assets | 40.2 | 33.4 |
Total current assets | 651.1 | 543.7 |
Property, equipment and software, net | 914.1 | 727.8 |
Goodwill | 2,733.1 | 2,745.8 |
Intangible assets, net | 1,726.2 | 1,817.4 |
Operating right-of-use assets | 167.6 | 308.3 |
Other non-current assets | 121.5 | 129.4 |
Total assets | 6,313.6 | 6,272.4 |
Current liabilities: | ||
Accounts payable and accrued expenses | 262.5 | 260.4 |
Accrued compensation and benefits | 94.6 | 128.5 |
Deferred revenue | 60 | 66.6 |
Debt | 29 | 29 |
Accrued interest | 35.7 | 36 |
Operating lease liabilities | 58.9 | 58.3 |
Financing obligations | 59.3 | 42.9 |
Other current liabilities | 74 | 50.2 |
Total current liabilities | 674 | 671.9 |
Debt, excluding current portion | 3,903.2 | 3,844.3 |
Operating lease liabilities | 109.9 | 256.5 |
Finance lease liabilities | 332.4 | 88.4 |
Financing obligations | 90.6 | 86.4 |
Deferred income taxes | 284.7 | 326.9 |
Other non-current liabilities | 150 | 99.2 |
Total liabilities | 5,544.8 | 5,373.6 |
Commitments and Contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value per share: 5.0 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.01 par value per share: 1,495.0 shares authorized; 165.4 and 165.6 shares issued and outstanding, respectively | 1.6 | 1.6 |
Additional paid-in capital | 1,619.2 | 1,602.7 |
Accumulated other comprehensive income (loss) | (53.7) | 12 |
Accumulated deficit | (798.3) | (717.5) |
Total stockholders' equity | 768.8 | 898.8 |
Total liabilities and stockholders' equity | $ 6,313.6 | $ 6,272.4 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts and accrued customer credits | $ 18.7 | $ 17 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,495,000,000 | 1,495,000,000 |
Common stock, shares issued (in shares) | 165,600,000 | 165,400,000 |
Common stock, shares outstanding (in shares) | 165,600,000 | 165,400,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 656.5 | $ 602.4 | $ 1,309.2 | $ 1,209.3 |
Cost of revenue | (414.6) | (350.3) | (818) | (706.3) |
Gross profit | 241.9 | 252.1 | 491.2 | 503 |
Selling, general and administrative expenses | (219.2) | (226.5) | (447) | (458.2) |
Gain on sale | 0 | 0 | 0 | 2.1 |
Income from operations | 22.7 | 25.6 | 44.2 | 46.9 |
Other income (expense): | ||||
Interest expense | (68.9) | (100.8) | (140.9) | (189.8) |
Gain on investments, net | 1 | 143.3 | 0.9 | 143.4 |
Gain on extinguishment of debt | 0 | 5 | 0 | 9.5 |
Other income (expense), net | 0.3 | 1.7 | (0.3) | (2.3) |
Nonoperating Income (Expense) | (67.6) | 49.2 | (140.3) | (39.2) |
Income (loss) before income taxes | (44.9) | 74.8 | (96.1) | 7.7 |
Benefit (provision) for income taxes | 12.3 | (12.3) | 15.3 | (2.7) |
Net income (loss) | (32.6) | 62.5 | (80.8) | 5 |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments, net of tax benefit | 0.9 | (8.1) | (19.5) | 2.5 |
Unrealized losses on derivative contracts, net of tax benefit | (6.8) | 0 | (47.5) | 0 |
Amount reclassified from accumulated comprehensive income (loss) into earnings, net of tax benefit | 1.7 | 0 | 1.3 | 0 |
Other comprehensive income | (4.2) | (8.1) | (65.7) | 2.5 |
Comprehensive income (loss) | $ (36.8) | $ 54.4 | $ (146.5) | $ 7.5 |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.20) | $ 0.38 | $ (0.49) | $ 0.03 |
Diluted (in dollars per share) | $ (0.20) | $ 0.38 | $ (0.49) | $ 0.03 |
Weighted average number of shares: | ||||
Basic (in shares) | 165.5 | 165.2 | 165.4 | 165.2 |
Diluted (in shares) | 165.5 | 166.1 | 165.4 | 165.9 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ (80.8) | $ 5 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 237.6 | 257.9 |
Amortization of operating right-of-use assets | 36.3 | 36.2 |
Deferred income taxes | (19.2) | (0.5) |
Share-based compensation expense | 16.6 | 12.3 |
Gain on sale | 0 | (2.1) |
Gain on extinguishment of debt | 0 | (9.5) |
Unrealized (gain) loss on derivative contracts | (2.7) | 48.3 |
Gain on investments, net | (0.9) | (143.4) |
Provision for bad debts and accrued customer credits | 10.1 | 13 |
Amortization of debt issuance costs and debt discount | 9.4 | 9.1 |
Other operating activities | (1.8) | 0.6 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (47.1) | (27.2) |
Prepaid expenses and other current assets | 2.9 | 1.7 |
Accounts payable, accrued expenses, and other current liabilities | (31.8) | (37.4) |
Deferred revenue | (9) | (8) |
Operating lease liabilities | (33.7) | (36.9) |
Other non-current assets and liabilities | 12.9 | (6.7) |
Net cash provided by operating activities | 98.8 | 112.4 |
Cash Flows From Investing Activities | ||
Purchases of property, equipment and software | (66.4) | (113.9) |
Proceeds from sale | 0 | 16.8 |
Other investing activities | 3.6 | 3.8 |
Net cash used in investing activities | (62.8) | (93.3) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock | 0.5 | 0 |
Shares of common stock withheld for employee taxes | (0.6) | 0 |
Repurchase of common stock | 0 | (1.9) |
Cash settlement of share-based awards | 0 | (1.5) |
Proceeds from borrowings under long-term debt arrangements | 310 | 0 |
Repayments of debt | (259.5) | (77.5) |
Payments for debt issuance costs | (1) | 0 |
Principal payments of finance lease liabilities | (7.1) | (15.5) |
Proceeds from financing obligations | 20.9 | 0 |
Principal payments of financing obligations | (19.9) | (3.6) |
Net cash provided by (used in) financing activities | 43.3 | (100) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (1.7) | 1.4 |
Increase (decrease) in cash, cash equivalents, and restricted cash | 77.6 | (79.5) |
Cash, cash equivalents, and restricted cash at beginning of period | 87.1 | 258.2 |
Cash, cash equivalents, and restricted cash at end of period | 164.7 | 178.7 |
Supplemental Cash Flow Information | ||
Cash payments for interest, net of amount capitalized | 131.4 | 133 |
Cash payments for income taxes, net of refunds | 8.1 | 7 |
Non-cash Investing and Financing Activities | ||
Acquisition of property, equipment and software by finance leases | 42.5 | 0 |
Acquisition of property, equipment and software by financing obligations | 19.9 | 1.9 |
Decrease in property, equipment and software accrued in liabilities | (2.6) | (19.1) |
Non-cash purchases of property, equipment and software | 59.8 | (17.2) |
Non-cash increase in buildings within property, equipment, net, and software due to lease modification | 220.3 | 0 |
Other non-cash investing and financing activities | 2.3 | 1.2 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 164.7 | $ 178.7 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitRevision of Prior Period, Accounting Standards Update, Adjustment |
Beginning balance (in shares) at Dec. 31, 2018 | 165.2 | ||||||
Beginning balance at Dec. 31, 2018 | $ 907.8 | $ 55.9 | $ 1.6 | $ 1,577.3 | $ 0 | $ (671.1) | $ 55.9 |
Exercise of stock options and release of stock awards, net of shares withheld for employee taxes (in shares) | 0.1 | ||||||
Repurchase of common stock (in shares) | (0.1) | ||||||
Repurchase of common stock | (1.9) | $ (1.9) | (1.9) | ||||
Cash settlement of share-based awards | (1.5) | (1.5) | |||||
Share-based compensation expense | 12.3 | 12.3 | |||||
Net income (loss) | 5 | 5 | |||||
Other comprehensive loss | 2.5 | 2.5 | |||||
Ending balance at Jun. 30, 2019 | 980.1 | $ 1.6 | 1,586.2 | 2.5 | (610.2) | ||
Ending balance (in shares) at Jun. 30, 2019 | 165.2 | ||||||
Beginning balance (in shares) at Mar. 31, 2019 | 165.2 | ||||||
Beginning balance at Mar. 31, 2019 | 922.7 | $ 1.6 | 1,583.2 | 10.6 | (672.7) | ||
Exercise of stock options and release of stock awards, net of shares withheld for employee taxes (in shares) | 0.1 | ||||||
Repurchase of common stock (in shares) | (0.1) | ||||||
Repurchase of common stock | (1.9) | $ (1.9) | (1.9) | ||||
Cash settlement of share-based awards | (1.5) | (1.5) | |||||
Share-based compensation expense | 6.4 | 6.4 | |||||
Net income (loss) | 62.5 | 62.5 | |||||
Other comprehensive loss | (8.1) | (8.1) | |||||
Ending balance at Jun. 30, 2019 | 980.1 | $ 1.6 | 1,586.2 | 2.5 | (610.2) | ||
Ending balance (in shares) at Jun. 30, 2019 | 165.2 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 165.4 | ||||||
Beginning balance at Dec. 31, 2019 | 898.8 | $ 1.6 | 1,602.7 | 12 | (717.5) | ||
Exercise of stock options and release of stock awards, net of shares withheld for employee taxes (in shares) | 0.2 | ||||||
Exercise of stock options and release of stock awards, net of shares withheld for employee taxes | (0.1) | (0.1) | |||||
Share-based compensation expense | 16.6 | 16.6 | |||||
Net income (loss) | (80.8) | (80.8) | |||||
Other comprehensive loss | (65.7) | (65.7) | |||||
Ending balance at Jun. 30, 2020 | 768.8 | $ 1.6 | 1,619.2 | (53.7) | (798.3) | ||
Ending balance (in shares) at Jun. 30, 2020 | 165.6 | ||||||
Beginning balance (in shares) at Mar. 31, 2020 | 165.4 | ||||||
Beginning balance at Mar. 31, 2020 | 796.6 | $ 1.6 | 1,610.2 | (49.5) | (765.7) | ||
Exercise of stock options and release of stock awards, net of shares withheld for employee taxes (in shares) | 0.2 | ||||||
Exercise of stock options and release of stock awards, net of shares withheld for employee taxes | (0.1) | (0.1) | |||||
Share-based compensation expense | 9.1 | 9.1 | |||||
Net income (loss) | (32.6) | (32.6) | |||||
Other comprehensive loss | (4.2) | (4.2) | |||||
Ending balance at Jun. 30, 2020 | $ 768.8 | $ 1.6 | $ 1,619.2 | $ (53.7) | $ (798.3) | ||
Ending balance (in shares) at Jun. 30, 2020 | 165.6 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | 12 Months Ended |
Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | |
Accounting Standards Update | us-gaap:AccountingStandardsUpdate201602Member |
Company Overview, Basis of Pres
Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
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 and Basis of Presentation Rackspace Technology, Inc. ("Rackspace Technology") (formerly known as Rackspace Corp. until its legal name change on June 11, 2020 and formerly known as Inception Topco Inc. until its legal name change on March 31, 2020), is a Delaware corporation controlled by investment funds affiliated with Apollo Global Management, Inc. and its subsidiaries (“Apollo”) and certain co-investors, including Searchlight Capital Partners L.P (“Searchlight”), ABRY Partners, LLC and ABRY Partners II, LLC (collectively, “ABRY”), and current and former employees. Rackspace Technology was formed on July 21, 2016 but had no assets, liabilities or operating results until November 3, 2016 (the “Closing Date”) when Rackspace Hosting, Inc. (now named Rackspace Technology Global, Inc., or “Rackspace Technology Global”), a global provider of modern information technology-as-a-service, was acquired by Inception Parent, Inc., a wholly-owned entity indirectly owned by Rackspace Technology (the “Rackspace Acquisition”). Rackspace Technology Global commenced operations in 1998 as a limited partnership, and was incorporated in Delaware in March 2000. Rackspace Technology serves as the holding company for Rackspace Technology Global and does not engage in any material business or operations other than those related to its indirect ownership of the capital stock of Rackspace Technology Global and its subsidiaries or business or operations otherwise customarily undertaken by a holding company. For ease of reference, the terms “we,” “our company,” “the company,” “us,” or “our” as used in this report refer to Rackspace Technology and its consolidated subsidiaries. On November 15, 2019, we acquired 100% of Onica Holdings LLC ("Onica") as described in more detail in Note 13, "Acquisitions." The preliminary estimate of fair values of Onica’s assets acquired and liabilities assumed, together with Onica’s results of operations subsequent to the November 15, 2019 acquisition date, are included in the unaudited consolidated financial statements. The unaudited consolidated financial statements include the accounts of Rackspace Technology, Inc. and our wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Unaudited Interim Financial Information The unaudited consolidated financial statements as of June 30, 2020, and for the three and six months ended June 30, 2019 and 2020, are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all financial information and disclosures required by GAAP for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of December 31, 2019, included in our Registration Statement on Form S-1 (File No. 333-239794), as amended, including the final prospectus, dated August 4, 2020, included therein (the "Prospectus"). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements included in the Prospectus 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 June 30, 2020, our results of operations for the three and six months ended June 30, 2019 and 2020, our cash flows for the six months ended June 30, 2019 and 2020, and our stockholders' equity for the three and six months ended June 30, 2019 and 2020. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2020, 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 the allowance for doubtful accounts, useful lives of property, equipment and software, software capitalization, incremental borrowing rates for lease liability measurement, fair values of intangible assets and reporting units, useful lives of intangible assets, 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. Impact of COVID-19 In March 2020, the World Health Organization declared COVID-19 a global pandemic. The effects of COVID-19 are rapidly evolving, and the full impact and duration of the virus are unknown. Currently, COVID-19 has not had a significant impact on our operations or financial performance; however, the ultimate extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and its impact on our customers, vendors and employees and its impact on our sales cycles as well as industry events, all of which are uncertain and cannot be predicted. In addition, we face a greater degree of uncertainty in making estimates and assumptions needed to prepare our consolidated financial statements and footnotes. Subsequent Events On July 20, 2020, the board of directors of the company approved and effected a twelve-for-one stock split of the company’s common stock (the "Stock Split"). All common stock share and per-share data, excluding par value per share, included in these consolidated financial statements give effect to the Stock Split and have been adjusted retroactively for all periods presented. On July 20, 2020, we entered into an amendment to the First Lien Credit Agreement that modified the terms of our revolving credit facility (the “Revolving Credit Facility”) effective upon the closing of our initial public offering (the “IPO”) on August 7, 2020. The amendment (i) increased the amount of the commitments available under the Revolving Credit Facility from $225.0 million to $375.0 million, (ii) reduced the applicable margin with respect to the Revolving Credit Facility to 3.00% for LIBOR loans and 2.00% for base rate loans, but includes a 1.00% LIBOR “floor” applicable to LIBOR loans, and (iii) extended the maturity date with respect to the Revolving Credit Facility from November 3, 2021 to August 7, 2025; however, if 91 days prior to the scheduled maturity date of (A) the Term Loan Facility, more than $50.0 million aggregate principal amount of loans remains outstanding under the Term Loan Facility, or (B) the 8.625% Senior Notes due 2024 (the "8.625% Senior Notes"), more than $50.0 million aggregate principal amount of the 8.625% Senior Notes remains outstanding, in either such case, the Revolving Credit Facility will mature on such earlier date. The amendment to the Revolving Credit Facility also modified the financial maintenance covenant applicable to the Revolving Credit Facility that limits the borrower’s net first lien leverage ratio to be a maximum of 5.00 to 1.00 (as compared to 3.50 to 1.00 prior to giving effect to the amendment). This financial maintenance covenant is only applicable and tested if the aggregate amount of outstanding borrowings under the Revolving Credit Facility and letters of credit issued thereunder (excluding $25.0 million of undrawn letters of credit and cash collateralized letters of credit) as of the last day of a fiscal quarter is equal to or greater than 35% of the Revolving Credit Facility commitments as of the last day of such fiscal quarter. Other than described in this and the previous paragraph, the terms and conditions of the Revolving Credit Facility remained the same, and the amendment did not amend or otherwise modify the terms of the Term Loan Facility (as defined below). On July 24, 2020, the board of directors of Rackspace Technology approved amendments to the Rackspace Technology, Inc. Equity Incentive Plan (the “2017 Incentive Plan”), which amendments were effective upon completion of the IPO on August 7, 2020. Among other things, as of the consummation of the IPO, the 2017 Incentive Plan terminated, except as it relates to outstanding awards, and any remaining shares reserved for future grants under the 2017 Incentive Plan were released. In connection with the Rackspace Acquisition, we entered into a management consulting agreement with affiliates of Apollo and Searchlight (the “Apollo/Searchlight Management Consulting Agreement”) and a transaction fee agreement with an affiliate of Apollo (the “Transaction Fee Agreement”). In addition, on November 15, 2017, we entered into a management consulting agreement with ABRY (the “ABRY Management Consulting Agreement”). On July 24, 2020, we executed termination letters with each of the parties to the Apollo/Searchlight Management Consulting Agreement, the Transaction Fee Agreement, and the ABRY Management Consulting Agreement, whereby all agreements terminated effective as of the pricing of the IPO on August 4, 2020, and therefore no management or transaction fees will accrue or be payable under any of these agreements for periods subsequent to that date. On August 7, 2020, we completed the IPO, in which we issued and sold 33,500,000 shares of our common stock at a public offering price of $21.00 per share. We received proceeds of $666.6 million from sales of shares in the IPO, after deducting underwriters' discounts and commissions of $36.9 million, but before deducting offering expenses of approximately $8.4 million. The underwriters may exercise their option to purchase up to an additional 5,025,000 shares at $21.00 per share for 30 days after the final Prospectus date of August 4, 2020. On August 12, 2020, Rackspace Technology Global commenced a tender offer to purchase for cash up to$600.0 million aggregate principal amount of its approximately $1,120.2 million outstanding 8.625% Senior Notes. As of the end of the day, 12:00 midnight, New York City time, on August 25, 2020, the early tender time, holders of the 8.625% Senior Notes had validly tendered $507.6 million aggregate principal amount of the 8.625% Senior Notes. On August 27, 2020, Rackspace Technology Global purchased $507.6 million aggregate principal amount of the 8.625% Senior Notes for aggregate cash of approximately $549.2 million, which reflected a price of 105.75% of the principal amount thereof, plus accrued and unpaid interest to, but not including, August 27, 2020, and canceled $507.6 million of the 8.625% Senior Notes following the purchase. The tender offer is scheduled to expire at the end of the day, 12:00 midnight, New York City time, on Wednesday, September 9, 2020, unless extended or earlier terminated by Rackspace Technology Global. Significant Accounting Policies and Estimates Our Prospectus includes an additional discussion of the significant accounting policies and estimates used in the preparation of our consolidated financial statements, which we are incorporating by reference herein. There were no material changes to our significant accounting policies and estimates during the six months ended June 30, 2020, except for the adoptions of the Accounting Standards Updates ("ASU") discussed in "Recently Adopted Accounting Pronouncements" below. Reclassifications Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation. Specifically, the non-current portion of "Finance lease liabilities" is now presented separately from "Other non-current liabilities" in the Consolidated Balance Sheets. This presentation change is due to the modification of certain leases in June 2020 which resulted in a change of classification from operating leases to finance leases, increasing the balance of the non-current portion of "Finance lease liabilities". Recently Adopted Accounting Pronouncements Financial Instruments-Credit Losses In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments , which 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. We adopted this guidance on January 1, 2020, using the modified retrospective approach. The adoption of this guidance did not have a material impact on our consolidated financial statements. Derivatives and Hedging-Targeted Improvements to Accounting for Hedging Activities In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and to simplify the application of the hedge accounting guidance. The guidance expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of hedging instruments and hedged items in the financial statements. The guidance also amends the presentation and disclosure requirements and changes how entities assess hedge effectiveness. We adopted this ASU on January 1, 2020. The guidance applies to any existing hedges or new derivative instruments that are designated as hedges for derivative accounting purposes in future periods. We have historically not designated our interest rate swaps or foreign currency hedging contracts as hedges for derivative accounting purposes, However, on January 9, 2020, we designated certain of our interest rate swap agreements as cash flow hedges. Refer to Note 11, "Derivatives," for the cash flow hedge disclosures required by the provisions of this guidance. Fair Value Measurement Disclosures In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which removes, modifies or adds certain disclosure requirements for fair value measurement disclosures. We adopted this guidance on January 1, 2020 on a prospective basis. The adoption did not have a material impact on our consolidated financial statements. Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this guidance on January 1, 2020 on a prospective basis. The adoption of this guidance primarily resulted in changes to the presentation of certain implementation costs within our consolidated financial statements. Historically, these costs were capitalized as part of "Property, equipment, and software, net" and amortized over the useful life of the related software or hosting arrangement. Upon adoption, eligible costs incurred are now recorded within "Prepaid expenses" and "Other non-current assets" and amortized to either "Cost of revenue" or "Selling, general and administrative expenses" over the useful life of the related software or hosting arrangement. In addition, the cash flow presentation of these costs changed from investing cash flows under previous guidance to operating cash flows under the new guidance. The adoption of this guidance did not have a material impact on our consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Customer Contracts
Customer Contracts | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Customer Contracts | Customer Contracts The following table presents the balances related to customer contracts as of December 31, 2019 and June 30, 2020: (In millions) Consolidated Balance Sheets Account December 31, 2019 June 30, 2020 Accounts receivable, net Accounts receivable, net (1) $ 350.3 $ 385.5 Current portion of contract assets Other current assets 7.8 12.4 Non-current portion of contract assets Other non-current assets 7.2 6.2 Current portion of deferred revenue Deferred revenue 66.6 60.0 Non-current portion of deferred revenue Other non-current liabilities 14.2 11.5 (1) Allowance for doubtful accounts and accrued customer credits was $17.0 million and $18.7 million as of December 31, 2019 and June 30, 2020, respectively. Amounts recognized in revenue for the three months ended June 30, 2019 and June 30, 2020, which were included in deferred revenue as of the beginning of each period, totaled $29.3 million and $29.1 million, respectively. Amounts recognized in revenue for the six months ended June 30, 2019 and June 30, 2020, which were included in deferred revenue as of the beginning of each period totaled $38.2 million and $46.9 million, respectively. Cost Incurred to Obtain and Fulfill a Contract As of December 31, 2019 and June 30, 2020, the balances of capitalized costs to obtain a contract were $55.1 million and $56.6 million, respectively, and the balances of capitalized costs to fulfill a contract were $21.7 million and $23.0 million, respectively. These capitalized costs are included in “Other non-current assets” on the Consolidated Balance Sheets. Amortization of capitalized sales commissions and implementation costs for the three and six months ended June 30, 2019 and June 30, 2020 was as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2020 2019 2020 Amortization of capitalized sales commissions $ 10.2 $ 11.4 $ 19.6 $ 22.3 Amortization of capitalized implementation costs 3.6 4.4 7.0 8.6 Remaining Performance Obligations As of June 30, 2020, the aggregate amount of transaction price allocated to remaining performance obligations was $920.0 million, of which 35% is expected to be recognized as revenue during 2020 and the remainder thereafter. These remaining performance obligations primarily relate to our fixed-term arrangements. Our other revenue arrangements are usage-based, and as such, we recognize revenues based on the right to invoice for the services performed. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is based on the weighted average effect of all common shares issued and outstanding and is calculated by dividing net income (loss) attributable to common stockholders by the weighted average shares outstanding during the period. In periods where we are in a net income position, diluted net income per share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares and dilutive potential common share equivalents outstanding during the period. Potential common share equivalents consist of shares issuable upon the exercise of stock options and vesting of restricted stock. Since we were in a net loss position for the three and six months ended June 30, 2020, basic net loss per share is the same as diluted net loss per share for those periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended Six Months Ended (In millions, except per share data) June 30, 2019 June 30, 2020 June 30, 2019 June 30, 2020 Basic net income (loss) per share: Net income (loss) attributable to common stockholders $ 62.5 $ (32.6) $ 5.0 $ (80.8) Weighted average shares outstanding: Common stock 165.2 165.5 165.2 165.4 Number of shares used in per share computations 165.2 165.5 165.2 165.4 Net income (loss) per share $ 0.38 $ (0.20) $ 0.03 $ (0.49) Diluted net income (loss) per share: Net income (loss) attributable to common stockholders $ 62.5 $ (32.6) $ 5.0 $ (80.8) Weighted average shares outstanding: Common stock 165.2 165.5 165.2 165.4 Effect of dilutive securities 0.9 — 0.7 — Number of shares used in per share computations 166.1 165.5 165.9 165.4 Net income (loss) per share $ 0.38 $ (0.20) $ 0.03 $ (0.49) We excluded 16.8 million and 25.4 million potential common shares from the computation of dilutive net income (loss) per share for the three months ended June 30, 2019 and 2020, respectively, and 16.8 million and 25.4 million potential shares for the six months ended June 30, 2019 and 2020, respectively, because the effect would have been anti-dilutive. |
Property, Equipment, and Softwa
Property, Equipment, and Software, net | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Equipment and Software, net | Property, Equipment and Software, net Property, equipment and software, net, at December 31, 2019 and June 30, 2020 consisted of the following: (In millions) December 31, June 30, Computers and equipment $ 1,155.9 $ 1,187.4 Software 441.6 464.1 Furniture and fixtures 31.3 27.7 Buildings and leasehold improvements (1) 303.7 508.9 Land 32.2 31.6 Property, equipment and software, at cost 1,964.7 2,219.7 Less: Accumulated depreciation and amortization (1,255.2) (1,323.4) Work in process 18.3 17.8 Property, equipment and software, net $ 727.8 $ 914.1 (1) During the three and six months ended June 30, 2020, we recorded $220.3 million to buildings and leasehold improvements related to lease modifications in June 2020 which resulted in a change of classification from operating leases to finance leases. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table sets forth the changes in the carrying amounts of goodwill by reportable segment during the six months ended June 30, 2020: (In millions) Multicloud Services Apps & Cross Platform OpenStack Public Cloud Total Consolidated Balance as of December 31, 2019 $ 2,371.6 $ 322.2 $ 52.0 $ 2,745.8 Measurement period adjustments (0.2) — — (0.2) Foreign currency translation (10.9) (0.8) (0.8) (12.5) Balance as of June 30, 2020 $ 2,360.5 $ 321.4 $ 51.2 $ 2,733.1 Gross goodwill $ 2,655.5 $ 321.4 $ 51.2 $ 3,028.1 Less: Accumulated impairment charges (295.0) — — (295.0) Goodwill, net as of June 30, 2020 $ 2,360.5 $ 321.4 $ 51.2 $ 2,733.1 The following tables provide information regarding our intangible assets other than goodwill: December 31, 2019 (In millions) Gross carrying amount Accumulated amortization Net carrying amount Customer relationships $ 1,983.7 $ (459.9) $ 1,523.8 Property tax abatement 16.0 (5.6) 10.4 Other 43.8 (10.6) 33.2 Total definite-lived intangible assets 2,043.5 (476.1) 1,567.4 Trade name (indefinite-lived) 250.0 — 250.0 Total intangible assets other than goodwill $ 2,293.5 $ (476.1) $ 1,817.4 June 30, 2020 (In millions) Gross carrying amount Accumulated amortization Net carrying amount Customer relationships $ 1,979.5 $ (540.1) $ 1,439.4 Property tax abatement 16.0 (6.5) 9.5 Other 43.8 (16.5) 27.3 Total definite-lived intangible assets 2,039.3 (563.1) 1,476.2 Trade name (indefinite-lived) 250.0 — 250.0 Total intangible assets other than goodwill $ 2,289.3 $ (563.1) $ 1,726.2 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments In June 2019, CrowdStrike Holdings, Inc. ("CrowdStrike"), an entity in which Rackspace US, Inc. held an equity investment, completed an initial public offering and became a publicly-traded company. Prior to the date of CrowdStrike's initial public offering, our investment in CrowdStrike had a carrying value of $10.0 million and was accounted for as an equity investment without a readily determinable fair value. With the availability of observable price changes following the completion of CrowdStrike's initial public offering, our investment in CrowdStrike was measured at fair value on a prospective basis using the end of period quoted stock price, which is classified as a Level 1 input within the fair value hierarchy. In December 2019, Rackspace US, Inc. sold the investment in CrowdStrike for $106.9 million in cash proceeds. We hold other equity investments that do not have readily determinable fair values. The aggregate carrying value of these other equity investments is immaterial. For the three and six months ended June 30, 2019, we recognized a net gain on investment activity of $143.3 million and $143.4 million, respectively, which was primarily comprised of a $140.8 million unrealized gain related to the increase in the fair value of the CrowdStrike investment and a $2.6 million realized gain recognized upon the receipt of proceeds related to the 2017 sale of an equity investment. For the three and six months ended June 30, 2020, we recognized a net gain on investment activity of $1.0 million and $0.9 million, respectively, which was primarily comprised of a $0.9 million realized gain upon the receipt of proceeds related to the 2017 sale of an equity investment. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following: December 31, 2019 (In millions) Term Loan Facility 8.625% Senior Notes due 2024 Total Principal balance $ 2,824.6 $ 1,120.2 $ 3,944.8 Unamortized debt issuance costs (48.6) (18.0) (66.6) Unamortized debt discount (4.9) — (4.9) Total debt 2,771.1 1,102.2 3,873.3 Less: current portion of debt (29.0) — (29.0) Debt, excluding current portion $ 2,742.1 $ 1,102.2 $ 3,844.3 June 30, 2020 (In millions) Term Loan Facility 8.625% Senior Notes due 2024 Accounts Receivable Financing Agreement Total Principal balance $ 2,810.1 $ 1,120.2 $ 65.0 $ 3,995.3 Unamortized debt issuance costs (42.7) (16.1) — (58.8) Unamortized debt discount (4.3) — — (4.3) Total debt 2,763.1 1,104.1 65.0 3,932.2 Less: current portion of debt (29.0) — — (29.0) Debt, excluding current portion $ 2,734.1 $ 1,104.1 $ 65.0 $ 3,903.2 Senior Facilities The First Lien Credit Agreement includes a first lien term loan facility ("Term Loan Facility") and the Revolving Credit Facility (together, the "Senior Facilities"). As of June 30, 2020, the Revolving Credit Facility had total commitments of $225.0 million and matures on November 3, 2021. Over the course of the six months ended June 30, 2020, Rackspace Technology Global borrowed and repaid an aggregate $245.0 million. As of June 30, 2020, we had no outstanding borrowings under the Revolving Credit Facility. The Term Loan Facility matures on November 3, 2023 and, as of June 30, 2020, the interest rate on the Term Loan Facility was 4.00%. Rackspace Technology Global makes quarterly principal payments of $7.2 million. See Note 11, "Derivatives" for information on interest rate swap agreements we utilize to manage the interest rate risk on the Term Loan Facility. The fair value of the Term Loan Facility as of June 30, 2020 was $2,711.7 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 Term Loan Facility is classified as Level 2 within the fair value hierarchy. As of June 30, 2020, Rackspace Technology Global was in compliance with all covenants under the Senior Facilities. 8.625% Senior Notes due 2024 The 8.625% Senior Notes mature on November 15, 2024 and, as of June 30, 2020, Rackspace Technology Global was in compliance with all covenants under the indenture governing the 8.625% Senior Notes (the "Indenture"). During the three and six months ended June 30, 2019, Rackspace Technology Global repurchased and surrendered for cancellation $45.6 million and $73.9 million, respectively, of principal amount of 8.625% Senior Notes for $40.0 million and $63.7 million, respectively, including accrued interest of $0.2 million and $0.7 million, respectively. In connection with these repurchases, we recorded a gain on debt extinguishment of $5.0 million and $9.5 million in our Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2019, respectively. The fair value of the 8.625% Senior Notes as of June 30, 2020 was $1,125.8 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 8.625% Senior Notes is classified as Level 2 within the fair value hierarchy. Accounts Receivable Financing Agreement On March 19, 2020, a wholly owned subsidiary of the company entered into an accounts receivable financing agreement (the "Receivables Financing Facility"). Pursuant to the agreements evidencing the Receivables Financing Facility, Rackspace Receivables, LLC, a bankruptcy-remote special purpose vehicle ("SPV") wholly owned by Rackspace Technology Global, has granted a security interest in all of its current and future receivables and related assets in exchange for a credit facility permitting borrowings of up to a maximum aggregate amount of $100.0 million from time to time. Such borrowings are used by the SPV to finance purchases of accounts receivable. We recorded $1.0 million of fees and expenses related to the Receivables Financing Facility as debt issuance costs, which are included in "Other non-current assets" in the Consolidated Balance Sheets. The amount of advances available are determined based on advance rates relating to the eligibility of the receivables held by the SPV at that time. Advances bear interest based on LIBOR plus a margin. The last date on which advances may be made is March 21, 2022, unless the maturity of the Receivables Financing Facility is otherwise accelerated. In addition to other customary fees associated with financings of this type, the SPV is required to pay a monthly commitment fee based on the unused amount of the facility. As of June 30, 2020, our total borrowing capacity under the Receivables Financing Facility was $92.7 million and $65.0 million was borrowed and outstanding. The interest rate on the Receivables Financing Facility was 3.01% as of June 30, 2020. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We have contingencies that arise from various litigation, claims and commitments, none of which we consider to be material. From time to time, we are a party to various claims asserting 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 record an accrual for a loss contingency when a loss is considered probable and reasonably estimable. As additional facts concerning a loss contingency become known, we reassess our position and make appropriate adjustments to a recorded accrual. The amount that will ultimately be paid related to a matter may differ from the recorded accrual, and the timing of such payments, if any, may be uncertain. We cannot predict the impact, if any, that any current matter will have on our business, results of operations, financial position, or cash flows. Because of the inherent uncertainties of these matters, including the early stage and lack of specific damage claims in many of them, we cannot estimate a range of possible losses from them at this time. |
Share-Based Compensation and Se
Share-Based Compensation and Settlement of Share-Based Awards | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation and Settlement of Share-Based Awards | Share-Based Compensation and Settlement of Share-Based Awards Repurchase of Common Stock During the three and six months ended June 30, 2019, we repurchased $1.9 million, or 0.1 million shares, of our common stock. These shares were subsequently retired. Settlement of Share-Based Awards As a result of the Rackspace Acquisition, Rackspace Technology Global had obligations related to the settlement of restricted stock units that were outstanding at the Closing Date. These obligations required installment payments that began in November 2016 and ended in the first quarter of 2019. We made cash payments of $19.2 million during the six months ended June 30, 2019 and recognized compensation expense of $2.7 million within "Selling, general and administrative expenses" in the Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2019. In addition, in connection with an employee's departure, we settled options and restricted stock for a one-time cash payment of $1.5 million during the three and six months ended June 30, 2019. Share-Based Compensation Expense During the six months ended June 30, 2020, we granted 8.2 million stock options under the Rackspace Technology, Inc. Equity Incentive Plan (the "Incentive Plan") with a weighted-average grant date fair value of $8.36. The majority of the options were granted as part of our annual compensation award process and vest ratably over a three-year period, subject to continued service. Also included in the 8.2 million stock options granted were 1.7 million stock options granted to certain executives that vest in part subject to continued service ratably over a five-year period and in part based upon the attainment of performance and market conditions. Share-based compensation expense recognized under the Incentive Plan for the three and six months ended June 30, 2019 and 2020 was as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2020 2019 2020 Cost of revenue $ 1.3 $ 2.3 $ 2.3 $ 4.1 Selling, general and administrative expenses 5.1 6.8 10.0 12.5 Pre-tax share-based compensation expense 6.4 9.1 12.3 16.6 Less: Income tax benefit (1.4) (1.9) (2.6) (3.5) Total share-based compensation expense, net of tax $ 5.0 $ 7.2 $ 9.7 $ 13.1 As of June 30, 2020, there was $81.5 million and $4.6 million of total unrecognized compensation cost related to stock options and restricted stock, respectively, which will be recognized using the straight-line method over a weighted average period of 2.8 and 2.1 years, respectively. This does not include $54.7 million and $1.2 million fair value related to unvested options and restricted stock, respectively, that will vest based on performance, market, and service conditions all tied to a change in control. In accordance with accounting guidance for share-based compensation, the associated expense will not be recorded until a change in control event is consummated. |
Taxes
Taxes | 6 Months Ended |
Jun. 30, 2020 | |
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. The differences between our effective tax rate and the U.S. federal statutory rate of 21% generally result from various factors, including the geographical distribution of taxable income, tax credits, contingency reserves for uncertain tax positions, and permanent differences between the book and tax treatment of certain items. Additionally, the amount of income taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we file. For the three and six months ended June 30, 2020, our effective tax rate has been impacted by the application of the global intangible low-taxed income (“GILTI”) provisions that were implemented with the Tax Cuts and Jobs Act (the “Act”) that was passed on December 22, 2017. The Act also introduced a new Base Erosion Anti-Abuse Tax (the “BEAT”) that targeted payments made to related foreign parties. The BEAT is not expected to apply to Rackspace Technology, Inc. in 2020. On July 27, 2015, the U.S. Tax Court ("Tax Court") issued an opinion in Altera Corp. ("Altera") v. Commissioner ("Tax Court Opinion"), which concluded that related parties in a cost sharing arrangement are not required to share expenses related to share-based compensation. The Tax Court Opinion was appealed by the Commissioner to the Ninth Circuit Court of Appeals ("Ninth Circuit"). On June 7, 2019, a three-judge panel from the Ninth Circuit issued an opinion that reversed the Tax Court Opinion. On July 22, 2019, the taxpayer requested a rehearing before the full Ninth Circuit, which the Ninth Circuit subsequently denied. On February 10, 2020, Altera submitted a petition for writ of certiorari to the U.S. Supreme Court. On June 22, 2020, the U.S. Supreme Court denied Altera’s petition for writ of certiorari and will not review the Ninth Circuit’s June 7, 2019 decision that upheld the inclusion of share-based compensation in a cost sharing arrangement. Given the U.S. Supreme Court’s denial of the petition for writ of certiorari, we believe it is appropriate to record the financial statement impact of including share-based compensation in historical cost sharing payments discretely in the three and six month periods ending June 30, 2020 for years prior to 2020. The aggregate income tax impact related to the Altera decision is less than $1.0 million. If, at a future date, Altera secured a favorable ruling from the U.S. Supreme Court, we would re-evaluate the decision to record an income tax benefit at that time. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law in response to the COVID-19 pandemic. The CARES Act contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020. The modifications to Section 163(j) of the Internal Revenue Code increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. This modification significantly increases our allowable interest expense deduction resulting in less utilization of prior year net operating losses in that year. The change in the interest expense limitation pursuant to the CARES Act did not have an impact on the three or six months end ed June 30, 2020 as it is not expected to impact our net deferred tax liability for 2020. As a result of the CARES Act, it is anticipated that we will fully deduct interest expense incurred in 2020 and may be able to deduct previously disallowed interest expense carrying forward from 2018. |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We utilize derivative instruments, including interest rate swap agreements and foreign currency hedging contracts, to manage our exposure to interest rate risk and foreign currency fluctuations. We only hold such instruments for economic hedging purposes, not for speculative or trading purposes. Our derivative instruments are transacted only with highly-rated institutions, which reduces our exposure to credit risk in the event of nonperformance. Interest Rate Swaps We are exposed to interest rate risk associated with fluctuations in interest rates on the floating-rate Term Loan Facility. The objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we have entered into interest rate swap agreements as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In December 2016, we entered into seven floating-to-fixed interest rate swap agreements to manage our risk from interest rate fluctuations associated with the floating-rate Term Loan Facility. The swap agreements became effective on February 3, 2017 with an aggregate notional amount of $1.5 billion. Two swap agreements matured in 2018, one agreement matured during the six months ended June 30, 2019, and one agreement matured during the six months ended June 30, 2020. The remaining three swap agreements in effect as of June 30, 2020 have an aggregate notional amount of $1.05 billion and mature over the next two years. On a quarterly basis, we net settle with the counterparty for the difference between the fixed rate specified in each swap agreement, ranging from 1.7625% to 1.9040%, and the variable rate based upon the three-month LIBOR as applied to the notional amount of the swap. In December 2018, we entered into four additional floating-to-fixed interest rate swap agreements with an aggregate notional amount of $1.35 billion and a maturity date of November 3, 2023. These swap agreements are forward-starting, and as of June 30, 2020, two swap agreements, with an aggregate notional amount of $300 million, were effective. The remaining swap agreements become effective each year thereafter to coincide with the maturity dates of the outstanding December 2016 swap agreements. On a quarterly basis, we net settle with the counterparty for the difference between the fixed rate specified in each swap agreement, ranging from 2.7350% to 2.7490%, and the variable rate based upon the three-month LIBOR as applied to the notional amount of the swap. As of December 31, 2019, none of our interest rate swap agreements were designated as cash flow hedges of interest rate risk for accounting purposes, therefore, all changes in the fair value of the interest rate swap agreements were recorded to "Interest expense" in the Consolidated Statements of Comprehensive Income (Loss). On January 9, 2020, we designated certain of our swaps as cash flow hedges. On the designation date, the cash flow hedges were in a $39.9 million liability position ("off-market swap value"). The cash flow hedges were expected to be highly effective on the designation date and, on a quarterly basis, we perform retrospective and prospective assessments to determine whether the cash flow hedges continue to be highly effective, which we have deemed to be a dollar-offset ratio between 80% to 125%. As long as the cash flow hedges are highly effective, changes in fair value are recorded to "Accumulated other comprehensive income (loss)" in the Consolidated Balance Sheets and reclassified to "Interest expense" in the period when the underlying transaction affects earnings. The off-market swap value will be amortized as a reduction to "Interest expense" on a straight-line basis over the remaining term of each cash flow hedge. The income tax effects of cash flow hedges are released from "Accumulated other comprehensive income (loss)" in the period when the underlying transaction affects earnings. Any stranded income tax effects are released from “Accumulated other comprehensive income (loss)” into “Benefit (provision) for income taxes” under the portfolio approach. As of June 30, 2020, all of our cash flow hedges were highly effective. Our interest rate swap agreements are recognized at fair value in the Consolidated Balance Sheets and are valued using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy. Foreign Currency Hedging Contracts The majority of our customers are invoiced, and the majority of our expenses are paid, by us or our subsidiaries in the functional currency of our company or our subsidiaries, respectively. We also have exposure to foreign currency transaction gains and losses as the result of certain receivables due from our foreign subsidiaries. As such, the results of operations and cash flows of our foreign subsidiaries are subject to fluctuations in foreign currency exchange rates. The objective of our foreign currency hedging contracts is to manage our exposure to foreign currency movements. To accomplish this objective, we may enter into foreign currency forward contracts and collars. A forward contract is an agreement to buy or sell a quantity of a currency at a predetermined future date and at a predetermined exchange rate. A collar is a strategy that uses a combination of a purchased put option and a sold call option with equal premiums to hedge a portion of anticipated cash flows, or to limit possible gains or losses on an underlying asset or liability to a specific range. The put and call options have identical notional amounts and settlement dates. In November 2018, we entered into one foreign currency forward contract. Under the terms of the contract, we sold £75 million at a rate of 1.3002 British pound sterling to U.S. dollar and received $97.5 million. This contract settled on November 29, 2019 and we received a final net payment of $0.8 million. In November 2019, we entered into two foreign currency net-zero cost collar contracts with an aggregate notional amount of £100 million and a maturity date of November 30, 2020. Under the terms of the contracts, the British pound sterling to U.S. dollar exchange rate floats between 1.2375 and 1.3475. On March 26, 2020, we settled one of these contracts, with an aggregate notional amount of £50 million, and we received a final net payment of $1.9 million. In March 2020, we entered into three foreign currency forward contracts to manage our exposure to movements in the British pound sterling, Euro, and Mexican peso. All three contracts settled on June 30, 2020, and we made a final net payment of $1.7 million resulting from the following: • We sold £32 million at a rate of 1.1902 British pound to U.S. dollar and received $38.1 million. • We sold €6 million at a rate of 1.0921 Euro to U.S. dollar and received $6.6 million. • We sold $2.1 million at a rate of 24.2040 U.S. dollar to Mexican peso and received Mex$50 million. In June 2020, we entered into three foreign currency forward contracts to manage our exposure to movements in the British pound sterling, Euro, and Mexican peso. All three contracts have a maturity date of September 30, 2020. On the maturity date, the following will occur: • We will sell £32 million at a rate of 1.24095 British pound to U.S. dollar and receive $39.7 million. • We will sell €6 million at a rate of 1.1241 Euro to U.S. dollar and receive $6.7 million. • We will sell $2.2 million at a rate of 23.0330 U.S. dollar to Mexican peso and receive Mex$50 million. These contracts are recognized at fair value in the Consolidated Balance Sheets and are valued using pricing models that rely on market observable inputs such as current exchange rates, which are classified as Level 2 inputs within the fair value hierarchy. We have not designated these contracts as cash flow hedges for accounting purposes, therefore, all changes in fair value are recorded in "Other income (expense), net." Fair Values of Derivatives on the Consolidated Balance Sheets The fair values of our derivatives and their location on the Consolidated Balance Sheets as of December 31, 2019 and June 30, 2020 were as follows: December 31, 2019 June 30, 2020 (In millions) Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments Location Interest rate swaps Other current liabilities $ — $ 3.5 $ — $ — Interest rate swaps Other non-current liabilities — 33.1 — — Foreign currency contracts Other current assets 1.4 — 2.0 — Foreign currency contracts Other current liabilities — 2.9 — 0.2 Total $ 1.4 $ 39.5 $ 2.0 $ 0.2 Derivatives designated as hedging instruments Location Interest rate swaps Other current liabilities $ — $ — $ — $ 20.7 Interest rate swaps Other non-current liabilities — — — 78.6 Total $ — $ — $ — $ 99.3 For financial statement presentation purposes, we do not offset assets and liabilities under master netting arrangements and all amounts above are presented on a gross basis. The following table, however, is presented on a net asset and net liability basis: December 31, 2019 June 30, 2020 (In millions) Gross Amounts on Balance Sheet Effect of Counter-Party Netting Net Amounts Gross Amounts on Balance Sheet Effect of Counter-Party Netting Net Amounts Assets Foreign currency contracts $ 1.4 $ (1.4) $ — $ 2.0 $ (2.0) $ — Total $ 1.4 $ (1.4) $ — $ 2.0 $ (2.0) $ — Liabilities Interest rate swaps $ 36.6 $ — $ 36.6 $ 99.3 $ (1.8) $ 97.5 Foreign currency contracts 2.9 (1.4) 1.5 0.2 (0.2) — Total $ 39.5 $ (1.4) $ 38.1 $ 99.5 $ (2.0) $ 97.5 Effect of Derivatives on the Consolidated Statements of Comprehensive Income (Loss) The effect of our derivatives and their location on the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2019 and 2020 was as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2020 2019 2020 Derivatives not designated as hedging instruments Location Interest rate swaps Interest expense $ (30.4) $ — $ (49.2) $ (3.2) Foreign currency contracts Other income (expense), net 3.0 0.3 0.9 3.6 Derivatives designated as hedging instruments Location Interest rate swaps Interest expense $ — $ (2.2) $ — $ (1.7) Interest expense was $100.8 million and $68.9 million for the three months ended June 30, 2019 and 2020, respectively, and $189.8 million and $140.9 million for the six months ended June 30, 2019 and 2020, respectively. As of June 30, 2020, the amount of cash flow hedge losses included within "Accumulated other comprehensive income (loss)" that is expected to be reclassified as an increase to "Interest expense" over the next 12 months is approximately $18.4 million. See Note 14, "Accumulated Other Comprehensive Income (Loss)," for information regarding changes in fair value of our derivatives designated as hedging instruments. Credit-risk-related Contingent Features We have agreements with interest rate swap counterparties that contain a provision whereby if we default on any of our material indebtedness, then we could also be declared in default of our interest rate swap agreements. As of June 30, 2020, our interest rate swap agreements with an aggregate fair value of $99.3 million were in a net liability position. However, if we were in default, our master netting arrangements with certain of our interest rate swap counterparties contain provisions which would result in net settlement of all outstanding agreements with an aggregate fair value of $97.5 million in a net liability position. |
Divestitures
Divestitures | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures | Divestitures On February 1, 2017, we completed the sale of assets of our Mailgun business for total consideration of $40.2 million, which was comprised of an initial cash payment of $20.5 million, a promissory note with a fair value of $14.8 million, and an equity interest in the new entity, Mailgun Technologies, Inc. ("Mailgun Technologies") with a fair value of $4.9 million.In March 2019, we received $18.0 million in cash from Mailgun Technologies as repayment for the promissory note balance of $15.9 million, which included accrued interest of $1.2 million. As such, we recorded a gain of $2.1 million, which is reflected within "Gain on sale" in the Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2019. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Onica On November 15, 2019, Rackspace Technology acquired 100% of Onica, an Amazon Web Services ("AWS") Partner Network ("APN") Premier Consulting Partner and AWS Managed Service Provider providing cloud-native consulting and managed services, including strategic advisory, architecture and engineering and application development services. Total consideration to acquire Onica was $323.4 million, net of cash acquired of $7.5 million, for a net purchase price of $315.9 million. Total consideration includes the purchase price adjustment resulting from the difference between net working capital on the date of acquisition compared to the estimated net working capital used to determine the closing consideration (the "Purchase Price Adjustment"). The Onica acquisition was accounted for using the acquisition method of accounting, in accordance with the accounting guidance for business combinations. Accordingly, the purchase price has been preliminarily allocated (pending the final valuation of certain tangible and intangible assets acquired and liabilities assumed, including deferred taxes) to the acquired assets and liabilities based upon their estimated fair values at the date of acquisition. The preliminary allocation of the purchase price as of the November 15, 2019 closing date (as adjusted through June 30, 2020, as described below) is as follows: (In millions) November 15, 2019 Onica Acquisition Consideration $ 323.4 Allocated to: Cash and cash equivalents $ 7.5 Intangible assets 61.8 Liabilities assumed, net of other assets acquired (11.0) Net assets acquired $ 58.3 Goodwill $ 265.1 During the three and six months ended June 30, 2020, we recorded a measurement period adjustment to the preliminary amounts recorded as of November 15, 2019. We recorded a measurement period adjustment of $0.2 million to Onica Acquisition Consideration associated with the Purchase Price Adjustment, for a total net decrease to goodwill of $0.2 million. The Purchase Price Adjustment is included in "Other investing activities" in the Consolidated Statements of Cash Flows. The adjustment to the preliminary allocation is as follows: (In millions) As Previously Determined Measurement Period Adjustments Revised Onica Acquisition Consideration $ 323.6 $ (0.2) $ 323.4 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) consisted of the following: (In millions) Accumulated Foreign Currency Translation Adjustments Accumulated Gains (Losses) on Derivative Contracts Accumulated Other Comprehensive Income Balance at March 31, 2019 $ 10.6 $ — $ 10.6 Foreign currency translation adjustments, net of tax benefit of $0.9 (8.1) — (8.1) Balance at June 30, 2019 $ 2.5 $ — $ 2.5 (In millions) Accumulated Foreign Currency Translation Adjustments Accumulated Gains (Losses) on Derivative Contracts Accumulated Other Comprehensive Income Balance at December 31, 2018 $ — $ — $ — Foreign currency translation adjustments, net of tax benefit of $0.2 2.5 — 2.5 Balance at June 30, 2019 $ 2.5 $ — $ 2.5 (In millions) Accumulated Foreign Currency Translation Adjustments Accumulated Losses on Derivative Contracts Accumulated Other Comprehensive Loss Balance at March 31, 2020 $ (8.4) $ (41.1) $ (49.5) Foreign currency translation adjustments, net of tax benefit of $0.2 0.9 — 0.9 Unrealized losses on derivative contracts, net of tax benefit of $2.3 — (6.8) (6.8) Amount reclassified from Accumulated comprehensive income (loss) into earnings, net of tax benefit of $0.5 (1) — 1.7 1.7 Balance at June 30, 2020 $ (7.5) $ (46.2) $ (53.7) (1) Includes Interest expense recognized of $3.7 million, partially offset by amortization of off-market swap value of $1.5 million for the three months ended June 30, 2020. (In millions) Accumulated Foreign Currency Translation Adjustments Accumulated Losses on Derivative Contracts Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2019 $ 12.0 $ — $ 12.0 Foreign currency translation adjustments, net of tax benefit of $1.4 (19.5) — (19.5) Unrealized losses on derivative contracts, net of tax benefit of $16.3 — (47.5) (47.5) Amount reclassified from Accumulated comprehensive income (loss) into earnings, net of tax benefit of $0.4 (1) — 1.3 1.3 Balance at June 30, 2020 $ (7.5) $ (46.2) $ (53.7) (1) Includes Interest expense recognized of $4.4 million, partially offset by amortization of off-market swap value of $2.7 million for the six months ended June 30, 2020. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On November 3, 2016, we entered into management consulting agreements with affiliates of Apollo and Searchlight and on November 15, 2017, in connection with the Datapipe acquisition, we entered into a management consulting agreement with ABRY. For the three and six months ended June 30, 2019, we recorded $3.0 million and $5.9 million, respectively, and for the three and six months ended June 30, 2020, we recorded $3.5 million and $7.1 million, respectively, of consulting fees within "Selling, general and administrative expenses" in the Consolidated Statements of Comprehensive Income (Loss). Affiliates of ABRY are also Term Loan Facility lenders under the First Lien Credit Agreement. As of June 30, 2020, the outstanding principal amount of the Term Loan Facility was $2,810.1 million, of which $38.1 million, or 1.4%, is due to ABRY affiliates. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We have organized our operations into the following three operating segments, which correspond directly to our reportable segments: Multicloud Services, Apps & Cross Platform, and OpenStack Public Cloud. Our segments are based upon a number of factors, including, the basis for our budgets and forecasts, organizational and management structure and the financial information regularly used by our Chief Operating Decision Maker to make key decisions and to assess performance. We assess financial performance of our segments on the basis of revenue and adjusted gross profit, which is a non-GAAP measure of profitability. For the calculation of adjusted gross profit, we allocate certain costs, such as data center operating costs, customer support costs, license expense, and depreciation, to our segments generally based on segment revenue. The table below presents a reconciliation of revenue by reportable segment to consolidated revenue and a reconciliation of segment adjusted gross profit to total consolidated gross profit for the three and six months ended June 30, 2019 and 2020. Three Months Ended Six Months Ended (In millions) June 30, 2019 June 30, 2020 June 30, 2019 June 30, 2020 Revenue by segment: Multi-Cloud Services $ 449.6 $ 519.0 $ 902.4 $ 1,026.9 Apps & Cross Platform 79.0 79.9 157.1 161.4 OpenStack Public Cloud 73.8 57.6 149.8 120.9 Total consolidated revenue $ 602.4 $ 656.5 $ 1,209.3 $ 1,309.2 Adjusted gross profit by segment: Multi-Cloud Services $ 189.5 $ 200.7 $ 378.9 $ 397.5 Apps & Cross Platform 28.2 27.0 57.1 57.1 OpenStack Public Cloud 38.5 23.7 78.3 53.0 Less: Share-based compensation expense (1.3) (2.3) (2.3) (4.1) Other compensation expense (1) (0.4) (1.5) (0.9) (3.4) Purchase accounting impact on revenue (2) 0.1 — 0.2 — Purchase accounting impact on expense (2) (2.4) (1.6) (4.8) (3.5) Restructuring and transformation expenses (3) (0.1) (4.1) (3.5) (5.4) Total consolidated gross profit $ 252.1 $ 241.9 $ 503.0 $ 491.2 (1) Adjustments for retention bonuses, mainly in connection with restructuring and transformation projects, and the related payroll tax. (2) Adjustment for the impact of purchase accounting from the Rackspace Acquisition on revenue and expenses. (3) Adjustment for the impact of business transformation and optimization activities, as well as associated severance, facility closure costs and lease termination expenses. |
Company Overview, Basis of Pr_2
Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The unaudited consolidated financial statements include the accounts of Rackspace Technology, Inc. and our wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. |
Basis of Presentation | The unaudited consolidated financial statements as of June 30, 2020, and for the three and six months ended June 30, 2019 and 2020, are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all financial information and disclosures required by GAAP for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of December 31, 2019, included in our Registration Statement on Form S-1 (File No. 333-239794), as amended, including the final prospectus, dated August 4, 2020, included therein (the "Prospectus"). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements included in the Prospectus 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 June 30, 2020, our results of operations for the three and six months ended June 30, 2019 and 2020, our cash flows for the six months ended June 30, 2019 and 2020, and our stockholders' equity for the three and six months ended June 30, 2019 and 2020. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2020, 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 the allowance for doubtful accounts, useful lives of property, equipment and software, software capitalization, incremental borrowing rates for lease liability measurement, fair values of intangible assets and reporting units, useful lives of intangible assets, 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. |
Reclassifications | Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current period presentation. Specifically, the non-current portion of "Finance lease liabilities" is now presented separately from "Other non-current liabilities" in the Consolidated Balance Sheets. This presentation change is due to the modification of certain leases in June 2020 which resulted in a change of classification from operating leases to finance leases, increasing the balance of the non-current portion of "Finance lease liabilities". |
Recently Adopted Accounting Pronouncements | Financial Instruments-Credit Losses In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments , which 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. We adopted this guidance on January 1, 2020, using the modified retrospective approach. The adoption of this guidance did not have a material impact on our consolidated financial statements. Derivatives and Hedging-Targeted Improvements to Accounting for Hedging Activities In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and to simplify the application of the hedge accounting guidance. The guidance expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of hedging instruments and hedged items in the financial statements. The guidance also amends the presentation and disclosure requirements and changes how entities assess hedge effectiveness. We adopted this ASU on January 1, 2020. The guidance applies to any existing hedges or new derivative instruments that are designated as hedges for derivative accounting purposes in future periods. We have historically not designated our interest rate swaps or foreign currency hedging contracts as hedges for derivative accounting purposes, However, on January 9, 2020, we designated certain of our interest rate swap agreements as cash flow hedges. Refer to Note 11, "Derivatives," for the cash flow hedge disclosures required by the provisions of this guidance. Fair Value Measurement Disclosures In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which removes, modifies or adds certain disclosure requirements for fair value measurement disclosures. We adopted this guidance on January 1, 2020 on a prospective basis. The adoption did not have a material impact on our consolidated financial statements. Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. We adopted this guidance on January 1, 2020 on a prospective basis. The adoption of this guidance primarily resulted in changes to the presentation of certain implementation costs within our consolidated financial statements. Historically, these costs were capitalized as part of "Property, equipment, and software, net" and amortized over the useful life of the related software or hosting arrangement. Upon adoption, eligible costs incurred are now recorded within "Prepaid expenses" and "Other non-current assets" and amortized to either "Cost of revenue" or "Selling, general and administrative expenses" over the useful life of the related software or hosting arrangement. In addition, the cash flow presentation of these costs changed from investing cash flows under previous guidance to operating cash flows under the new guidance. The adoption of this guidance did not have a material impact on our consolidated financial statements. Reference Rate Reform In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Earnings Per Share | Basic net income (loss) per share is based on the weighted average effect of all common shares issued and outstanding and is calculated by dividing net income (loss) attributable to common stockholders by the weighted average shares outstanding during the period. In periods where we are in a net income position, diluted net income per share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares and dilutive potential common share equivalents outstanding during the period. Potential common share equivalents consist of shares issuable upon the exercise of stock options and vesting of restricted stock. |
Derivatives | We utilize derivative instruments, including interest rate swap agreements and foreign currency hedging contracts, to manage our exposure to interest rate risk and foreign currency fluctuations. We only hold such instruments for economic hedging purposes, not for speculative or trading purposes. Our derivative instruments are transacted only with highly-rated institutions, which reduces our exposure to credit risk in the event of nonperformance. We are exposed to interest rate risk associated with fluctuations in interest rates on the floating-rate Term Loan Facility. The objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we have entered into interest rate swap agreements as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of December 31, 2019, none of our interest rate swap agreements were designated as cash flow hedges of interest rate risk for accounting purposes, therefore, all changes in the fair value of the interest rate swap agreements were recorded to "Interest expense" in the Consolidated Statements of Comprehensive Income (Loss). On January 9, 2020, we designated certain of our swaps as cash flow hedges. On the designation date, the cash flow hedges were in a $39.9 million liability position ("off-market swap value"). The cash flow hedges were expected to be highly effective on the designation date and, on a quarterly basis, we perform retrospective and prospective assessments to determine whether the cash flow hedges continue to be highly effective, which we have deemed to be a dollar-offset ratio between 80% to 125%. As long as the cash flow hedges are highly effective, changes in fair value are recorded to "Accumulated other comprehensive income (loss)" in the Consolidated Balance Sheets and reclassified to "Interest expense" in the period when the underlying transaction affects earnings. The off-market swap value will be amortized as a reduction to "Interest expense" on a straight-line basis over the remaining term of each cash flow hedge. The income tax effects of cash flow hedges are released from "Accumulated other comprehensive income (loss)" in the period when the underlying transaction affects earnings. Any stranded income tax effects are released from “Accumulated other comprehensive income (loss)” into “Benefit (provision) for income taxes” under the portfolio approach. As of June 30, 2020, all of our cash flow hedges were highly effective. Our interest rate swap agreements are recognized at fair value in the Consolidated Balance Sheets and are valued using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy. |
Customer Contracts (Tables)
Customer Contracts (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Balances Related to Customer Contracts | The following table presents the balances related to customer contracts as of December 31, 2019 and June 30, 2020: (In millions) Consolidated Balance Sheets Account December 31, 2019 June 30, 2020 Accounts receivable, net Accounts receivable, net (1) $ 350.3 $ 385.5 Current portion of contract assets Other current assets 7.8 12.4 Non-current portion of contract assets Other non-current assets 7.2 6.2 Current portion of deferred revenue Deferred revenue 66.6 60.0 Non-current portion of deferred revenue Other non-current liabilities 14.2 11.5 |
Schedule of Capitalized Contract Cost | Amortization of capitalized sales commissions and implementation costs for the three and six months ended June 30, 2019 and June 30, 2020 was as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2020 2019 2020 Amortization of capitalized sales commissions $ 10.2 $ 11.4 $ 19.6 $ 22.3 Amortization of capitalized implementation costs 3.6 4.4 7.0 8.6 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended Six Months Ended (In millions, except per share data) June 30, 2019 June 30, 2020 June 30, 2019 June 30, 2020 Basic net income (loss) per share: Net income (loss) attributable to common stockholders $ 62.5 $ (32.6) $ 5.0 $ (80.8) Weighted average shares outstanding: Common stock 165.2 165.5 165.2 165.4 Number of shares used in per share computations 165.2 165.5 165.2 165.4 Net income (loss) per share $ 0.38 $ (0.20) $ 0.03 $ (0.49) Diluted net income (loss) per share: Net income (loss) attributable to common stockholders $ 62.5 $ (32.6) $ 5.0 $ (80.8) Weighted average shares outstanding: Common stock 165.2 165.5 165.2 165.4 Effect of dilutive securities 0.9 — 0.7 — Number of shares used in per share computations 166.1 165.5 165.9 165.4 Net income (loss) per share $ 0.38 $ (0.20) $ 0.03 $ (0.49) |
Property, Equipment, and Soft_2
Property, Equipment, and Software, net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Equipment, and Software, net | Property, equipment and software, net, at December 31, 2019 and June 30, 2020 consisted of the following: (In millions) December 31, June 30, Computers and equipment $ 1,155.9 $ 1,187.4 Software 441.6 464.1 Furniture and fixtures 31.3 27.7 Buildings and leasehold improvements (1) 303.7 508.9 Land 32.2 31.6 Property, equipment and software, at cost 1,964.7 2,219.7 Less: Accumulated depreciation and amortization (1,255.2) (1,323.4) Work in process 18.3 17.8 Property, equipment and software, net $ 727.8 $ 914.1 (1) During the three and six months ended June 30, 2020, we recorded $220.3 million to buildings and leasehold improvements related to lease modifications in June 2020 which resulted in a change of classification from operating leases to finance leases. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amounts of Goodwill by Reportable Segment | The following table sets forth the changes in the carrying amounts of goodwill by reportable segment during the six months ended June 30, 2020: (In millions) Multicloud Services Apps & Cross Platform OpenStack Public Cloud Total Consolidated Balance as of December 31, 2019 $ 2,371.6 $ 322.2 $ 52.0 $ 2,745.8 Measurement period adjustments (0.2) — — (0.2) Foreign currency translation (10.9) (0.8) (0.8) (12.5) Balance as of June 30, 2020 $ 2,360.5 $ 321.4 $ 51.2 $ 2,733.1 Gross goodwill $ 2,655.5 $ 321.4 $ 51.2 $ 3,028.1 Less: Accumulated impairment charges (295.0) — — (295.0) Goodwill, net as of June 30, 2020 $ 2,360.5 $ 321.4 $ 51.2 $ 2,733.1 |
Schedule of Finite-Lived Intangible Assets Other Than Goodwill | The following tables provide information regarding our intangible assets other than goodwill: December 31, 2019 (In millions) Gross carrying amount Accumulated amortization Net carrying amount Customer relationships $ 1,983.7 $ (459.9) $ 1,523.8 Property tax abatement 16.0 (5.6) 10.4 Other 43.8 (10.6) 33.2 Total definite-lived intangible assets 2,043.5 (476.1) 1,567.4 Trade name (indefinite-lived) 250.0 — 250.0 Total intangible assets other than goodwill $ 2,293.5 $ (476.1) $ 1,817.4 June 30, 2020 (In millions) Gross carrying amount Accumulated amortization Net carrying amount Customer relationships $ 1,979.5 $ (540.1) $ 1,439.4 Property tax abatement 16.0 (6.5) 9.5 Other 43.8 (16.5) 27.3 Total definite-lived intangible assets 2,039.3 (563.1) 1,476.2 Trade name (indefinite-lived) 250.0 — 250.0 Total intangible assets other than goodwill $ 2,289.3 $ (563.1) $ 1,726.2 |
Schedule of Indefinite-Lived Intangible Assets Other Than Goodwill | The following tables provide information regarding our intangible assets other than goodwill: December 31, 2019 (In millions) Gross carrying amount Accumulated amortization Net carrying amount Customer relationships $ 1,983.7 $ (459.9) $ 1,523.8 Property tax abatement 16.0 (5.6) 10.4 Other 43.8 (10.6) 33.2 Total definite-lived intangible assets 2,043.5 (476.1) 1,567.4 Trade name (indefinite-lived) 250.0 — 250.0 Total intangible assets other than goodwill $ 2,293.5 $ (476.1) $ 1,817.4 June 30, 2020 (In millions) Gross carrying amount Accumulated amortization Net carrying amount Customer relationships $ 1,979.5 $ (540.1) $ 1,439.4 Property tax abatement 16.0 (6.5) 9.5 Other 43.8 (16.5) 27.3 Total definite-lived intangible assets 2,039.3 (563.1) 1,476.2 Trade name (indefinite-lived) 250.0 — 250.0 Total intangible assets other than goodwill $ 2,289.3 $ (563.1) $ 1,726.2 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following: December 31, 2019 (In millions) Term Loan Facility 8.625% Senior Notes due 2024 Total Principal balance $ 2,824.6 $ 1,120.2 $ 3,944.8 Unamortized debt issuance costs (48.6) (18.0) (66.6) Unamortized debt discount (4.9) — (4.9) Total debt 2,771.1 1,102.2 3,873.3 Less: current portion of debt (29.0) — (29.0) Debt, excluding current portion $ 2,742.1 $ 1,102.2 $ 3,844.3 June 30, 2020 (In millions) Term Loan Facility 8.625% Senior Notes due 2024 Accounts Receivable Financing Agreement Total Principal balance $ 2,810.1 $ 1,120.2 $ 65.0 $ 3,995.3 Unamortized debt issuance costs (42.7) (16.1) — (58.8) Unamortized debt discount (4.3) — — (4.3) Total debt 2,763.1 1,104.1 65.0 3,932.2 Less: current portion of debt (29.0) — — (29.0) Debt, excluding current portion $ 2,734.1 $ 1,104.1 $ 65.0 $ 3,903.2 |
Share-Based Compensation and _2
Share-Based Compensation and Settlement of Share-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense Recognized Under the Incentive Plan | Share-based compensation expense recognized under the Incentive Plan for the three and six months ended June 30, 2019 and 2020 was as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2020 2019 2020 Cost of revenue $ 1.3 $ 2.3 $ 2.3 $ 4.1 Selling, general and administrative expenses 5.1 6.8 10.0 12.5 Pre-tax share-based compensation expense 6.4 9.1 12.3 16.6 Less: Income tax benefit (1.4) (1.9) (2.6) (3.5) Total share-based compensation expense, net of tax $ 5.0 $ 7.2 $ 9.7 $ 13.1 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Assets and Liabilities on the Consolidated Balance Sheets | The fair values of our derivatives and their location on the Consolidated Balance Sheets as of December 31, 2019 and June 30, 2020 were as follows: December 31, 2019 June 30, 2020 (In millions) Assets Liabilities Assets Liabilities Derivatives not designated as hedging instruments Location Interest rate swaps Other current liabilities $ — $ 3.5 $ — $ — Interest rate swaps Other non-current liabilities — 33.1 — — Foreign currency contracts Other current assets 1.4 — 2.0 — Foreign currency contracts Other current liabilities — 2.9 — 0.2 Total $ 1.4 $ 39.5 $ 2.0 $ 0.2 Derivatives designated as hedging instruments Location Interest rate swaps Other current liabilities $ — $ — $ — $ 20.7 Interest rate swaps Other non-current liabilities — — — 78.6 Total $ — $ — $ — $ 99.3 |
Schedule Offsetting Assets Under Master Netting Arrangements | For financial statement presentation purposes, we do not offset assets and liabilities under master netting arrangements and all amounts above are presented on a gross basis. The following table, however, is presented on a net asset and net liability basis: December 31, 2019 June 30, 2020 (In millions) Gross Amounts on Balance Sheet Effect of Counter-Party Netting Net Amounts Gross Amounts on Balance Sheet Effect of Counter-Party Netting Net Amounts Assets Foreign currency contracts $ 1.4 $ (1.4) $ — $ 2.0 $ (2.0) $ — Total $ 1.4 $ (1.4) $ — $ 2.0 $ (2.0) $ — Liabilities Interest rate swaps $ 36.6 $ — $ 36.6 $ 99.3 $ (1.8) $ 97.5 Foreign currency contracts 2.9 (1.4) 1.5 0.2 (0.2) — Total $ 39.5 $ (1.4) $ 38.1 $ 99.5 $ (2.0) $ 97.5 |
Schedule Offsetting Liabilities Under Master Netting Arrangements | For financial statement presentation purposes, we do not offset assets and liabilities under master netting arrangements and all amounts above are presented on a gross basis. The following table, however, is presented on a net asset and net liability basis: December 31, 2019 June 30, 2020 (In millions) Gross Amounts on Balance Sheet Effect of Counter-Party Netting Net Amounts Gross Amounts on Balance Sheet Effect of Counter-Party Netting Net Amounts Assets Foreign currency contracts $ 1.4 $ (1.4) $ — $ 2.0 $ (2.0) $ — Total $ 1.4 $ (1.4) $ — $ 2.0 $ (2.0) $ — Liabilities Interest rate swaps $ 36.6 $ — $ 36.6 $ 99.3 $ (1.8) $ 97.5 Foreign currency contracts 2.9 (1.4) 1.5 0.2 (0.2) — Total $ 39.5 $ (1.4) $ 38.1 $ 99.5 $ (2.0) $ 97.5 |
Schedule of Derivative Instruments, Effect on Comprehensive Income (Loss) | The effect of our derivatives and their location on the Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2019 and 2020 was as follows: Three Months Ended June 30, Six Months Ended June 30, (In millions) 2019 2020 2019 2020 Derivatives not designated as hedging instruments Location Interest rate swaps Interest expense $ (30.4) $ — $ (49.2) $ (3.2) Foreign currency contracts Other income (expense), net 3.0 0.3 0.9 3.6 Derivatives designated as hedging instruments Location Interest rate swaps Interest expense $ — $ (2.2) $ — $ (1.7) |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The preliminary allocation of the purchase price as of the November 15, 2019 closing date (as adjusted through June 30, 2020, as described below) is as follows: (In millions) November 15, 2019 Onica Acquisition Consideration $ 323.4 Allocated to: Cash and cash equivalents $ 7.5 Intangible assets 61.8 Liabilities assumed, net of other assets acquired (11.0) Net assets acquired $ 58.3 Goodwill $ 265.1 |
Schedule of Adjustments to Preliminary Purchase Price Allocation | The adjustment to the preliminary allocation is as follows: (In millions) As Previously Determined Measurement Period Adjustments Revised Onica Acquisition Consideration $ 323.6 $ (0.2) $ 323.4 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive income (loss) consisted of the following: (In millions) Accumulated Foreign Currency Translation Adjustments Accumulated Gains (Losses) on Derivative Contracts Accumulated Other Comprehensive Income Balance at March 31, 2019 $ 10.6 $ — $ 10.6 Foreign currency translation adjustments, net of tax benefit of $0.9 (8.1) — (8.1) Balance at June 30, 2019 $ 2.5 $ — $ 2.5 (In millions) Accumulated Foreign Currency Translation Adjustments Accumulated Gains (Losses) on Derivative Contracts Accumulated Other Comprehensive Income Balance at December 31, 2018 $ — $ — $ — Foreign currency translation adjustments, net of tax benefit of $0.2 2.5 — 2.5 Balance at June 30, 2019 $ 2.5 $ — $ 2.5 (In millions) Accumulated Foreign Currency Translation Adjustments Accumulated Losses on Derivative Contracts Accumulated Other Comprehensive Loss Balance at March 31, 2020 $ (8.4) $ (41.1) $ (49.5) Foreign currency translation adjustments, net of tax benefit of $0.2 0.9 — 0.9 Unrealized losses on derivative contracts, net of tax benefit of $2.3 — (6.8) (6.8) Amount reclassified from Accumulated comprehensive income (loss) into earnings, net of tax benefit of $0.5 (1) — 1.7 1.7 Balance at June 30, 2020 $ (7.5) $ (46.2) $ (53.7) (1) Includes Interest expense recognized of $3.7 million, partially offset by amortization of off-market swap value of $1.5 million for the three months ended June 30, 2020. (In millions) Accumulated Foreign Currency Translation Adjustments Accumulated Losses on Derivative Contracts Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2019 $ 12.0 $ — $ 12.0 Foreign currency translation adjustments, net of tax benefit of $1.4 (19.5) — (19.5) Unrealized losses on derivative contracts, net of tax benefit of $16.3 — (47.5) (47.5) Amount reclassified from Accumulated comprehensive income (loss) into earnings, net of tax benefit of $0.4 (1) — 1.3 1.3 Balance at June 30, 2020 $ (7.5) $ (46.2) $ (53.7) (1) Includes Interest expense recognized of $4.4 million, partially offset by amortization of off-market swap value of $2.7 million for the six months ended June 30, 2020. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The table below presents a reconciliation of revenue by reportable segment to consolidated revenue and a reconciliation of segment adjusted gross profit to total consolidated gross profit for the three and six months ended June 30, 2019 and 2020. Three Months Ended Six Months Ended (In millions) June 30, 2019 June 30, 2020 June 30, 2019 June 30, 2020 Revenue by segment: Multi-Cloud Services $ 449.6 $ 519.0 $ 902.4 $ 1,026.9 Apps & Cross Platform 79.0 79.9 157.1 161.4 OpenStack Public Cloud 73.8 57.6 149.8 120.9 Total consolidated revenue $ 602.4 $ 656.5 $ 1,209.3 $ 1,309.2 Adjusted gross profit by segment: Multi-Cloud Services $ 189.5 $ 200.7 $ 378.9 $ 397.5 Apps & Cross Platform 28.2 27.0 57.1 57.1 OpenStack Public Cloud 38.5 23.7 78.3 53.0 Less: Share-based compensation expense (1.3) (2.3) (2.3) (4.1) Other compensation expense (1) (0.4) (1.5) (0.9) (3.4) Purchase accounting impact on revenue (2) 0.1 — 0.2 — Purchase accounting impact on expense (2) (2.4) (1.6) (4.8) (3.5) Restructuring and transformation expenses (3) (0.1) (4.1) (3.5) (5.4) Total consolidated gross profit $ 252.1 $ 241.9 $ 503.0 $ 491.2 (1) Adjustments for retention bonuses, mainly in connection with restructuring and transformation projects, and the related payroll tax. (2) Adjustment for the impact of purchase accounting from the Rackspace Acquisition on revenue and expenses. (3) Adjustment for the impact of business transformation and optimization activities, as well as associated severance, facility closure costs and lease termination expenses. |
Reconciliation of Gross Profit from Segments to Consolidated | The table below presents a reconciliation of revenue by reportable segment to consolidated revenue and a reconciliation of segment adjusted gross profit to total consolidated gross profit for the three and six months ended June 30, 2019 and 2020. Three Months Ended Six Months Ended (In millions) June 30, 2019 June 30, 2020 June 30, 2019 June 30, 2020 Revenue by segment: Multi-Cloud Services $ 449.6 $ 519.0 $ 902.4 $ 1,026.9 Apps & Cross Platform 79.0 79.9 157.1 161.4 OpenStack Public Cloud 73.8 57.6 149.8 120.9 Total consolidated revenue $ 602.4 $ 656.5 $ 1,209.3 $ 1,309.2 Adjusted gross profit by segment: Multi-Cloud Services $ 189.5 $ 200.7 $ 378.9 $ 397.5 Apps & Cross Platform 28.2 27.0 57.1 57.1 OpenStack Public Cloud 38.5 23.7 78.3 53.0 Less: Share-based compensation expense (1.3) (2.3) (2.3) (4.1) Other compensation expense (1) (0.4) (1.5) (0.9) (3.4) Purchase accounting impact on revenue (2) 0.1 — 0.2 — Purchase accounting impact on expense (2) (2.4) (1.6) (4.8) (3.5) Restructuring and transformation expenses (3) (0.1) (4.1) (3.5) (5.4) Total consolidated gross profit $ 252.1 $ 241.9 $ 503.0 $ 491.2 (1) Adjustments for retention bonuses, mainly in connection with restructuring and transformation projects, and the related payroll tax. (2) Adjustment for the impact of purchase accounting from the Rackspace Acquisition on revenue and expenses. (3) Adjustment for the impact of business transformation and optimization activities, as well as associated severance, facility closure costs and lease termination expenses. |
Company Overview, Basis of Pr_3
Company Overview, Basis of Presentation, and Summary of Significant Accounting Policies - Narrative (Details) | Aug. 27, 2020USD ($) | Aug. 12, 2020USD ($) | Aug. 07, 2020USD ($)$ / sharesshares | Jul. 20, 2020 | Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Aug. 25, 2020USD ($) | Aug. 04, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 15, 2019 |
Subsequent Event [Line Items] | |||||||||||
Principal balance | $ 3,995,300,000 | $ 3,944,800,000 | |||||||||
Onica | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of business acquired | 100.00% | ||||||||||
8.625% Senior Notes due 2024 | Senior notes | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stated interest rate | 8.625% | 8.625% | |||||||||
Principal balance | $ 1,120,200,000 | $ 1,120,200,000 | |||||||||
Cash payment to cancel senior notes | $ 40,000,000 | $ 63,700,000 | |||||||||
Senior Facilities | Term Loan Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal balance | 2,810,100,000 | $ 2,824,600,000 | |||||||||
Revolving Credit Facility | Senior Facilities | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum borrowing capacity | $ 225,000,000 | ||||||||||
Debt instrument, leverage ratio | 3.50 | ||||||||||
Subsequent event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Stock split, conversion ratio | 12 | ||||||||||
Subsequent event | IPO | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares of stock issued and sold in public offering (in shares) | shares | 33,500,000 | ||||||||||
Public offering price (in usd per share) | $ / shares | $ 21 | ||||||||||
Proceeds from IPO | $ 666,600,000 | ||||||||||
Underwriters' discounts and commissions | 36,900,000 | ||||||||||
Offering expenses | $ 8,400,000 | ||||||||||
Subsequent event | Over-Allotment Option | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Shares of stock issued and sold in public offering (in shares) | shares | 5,025,000 | ||||||||||
Public offering price (in usd per share) | $ / shares | $ 21 | ||||||||||
Subsequent event | Affiliated Entity | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Management and transaction fees that will accrue or be payable | $ 0 | ||||||||||
Subsequent event | 8.625% Senior Notes due 2024 | Senior notes | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, maturity date extension, maximum aggregate outstanding principal amount | $ 50,000,000 | ||||||||||
Stated interest rate | 8.625% | 8.625% | |||||||||
Principal balance | $ 1,120,200,000 | ||||||||||
Debt instrument, aggregate principal amount subject to repurchase under tender offer | $ 600,000,000 | ||||||||||
Debt instrument, repurchase amount | $ 507,600,000 | ||||||||||
Cash payment to cancel senior notes | 549,200,000 | ||||||||||
Redemption price, percentage | 105.75% | ||||||||||
Debt instrument, cancelled face amount following purchase | $ 507,600,000 | ||||||||||
Subsequent event | 8.625% Senior Notes due 2024 | Senior notes | Scenario, Plan | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, repurchase amount | $ 507,600,000 | ||||||||||
Subsequent event | Senior Facilities | Term Loan Facility | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, maturity date extension, number of days prior to original maturity date | 91 days | ||||||||||
Debt instrument, maturity date extension, maximum aggregate outstanding principal amount | $ 50,000,000 | ||||||||||
Subsequent event | Revolving Credit Facility | Senior Facilities | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Maximum borrowing capacity | $ 375,000,000 | ||||||||||
Debt instrument, leverage ratio | 5 | ||||||||||
Debt instrument, covenant, undrawn letters of credit and cash collateralized letters of credit excluded from threshold trigger | $ 25,000,000 | ||||||||||
Debt instrument, covenant, percentage of outstanding borrowings trigger, minimum | 35.00% | ||||||||||
LIBOR | Subsequent event | Revolving Credit Facility | Senior Facilities | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||||
Debt instrument, basis spread on variable rate floor | 1.00% | ||||||||||
Base rate | Subsequent event | Revolving Credit Facility | Senior Facilities | Line of Credit | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.00% |
Customer Contracts - Schedule o
Customer Contracts - Schedule of Balances Related to Customer Contracts (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 385.5 | $ 350.3 |
Current portion of contract assets | 12.4 | 7.8 |
Non-current portion of contract assets | 6.2 | 7.2 |
Deferred revenue | 60 | 66.6 |
Non-current portion of deferred revenue | 11.5 | 14.2 |
Allowance for doubtful accounts and accrued customer credits | $ 18.7 | $ 17 |
Customer Contracts - Narrative
Customer Contracts - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Capitalized Contract Cost [Line Items] | |||||
Revenue recognized included in deferred revenue | $ 29.1 | $ 29.3 | $ 46.9 | $ 38.2 | |
Cost To Obtain A Contract | |||||
Capitalized Contract Cost [Line Items] | |||||
Capitalized contract cost, net | 56.6 | 56.6 | $ 55.1 | ||
Cost To Fulfill A Contract | |||||
Capitalized Contract Cost [Line Items] | |||||
Capitalized contract cost, net | $ 23 | $ 23 | $ 21.7 |
Customer Contracts - Schedule_2
Customer Contracts - Schedule of Amortization of Capitalized Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Amortization of capitalized sales commissions | ||||
Capitalized Contract Cost [Line Items] | ||||
Capitalized contract cost, amortization | $ 11.4 | $ 10.2 | $ 22.3 | $ 19.6 |
Amortization of capitalized implementation costs | ||||
Capitalized Contract Cost [Line Items] | ||||
Capitalized contract cost, amortization | $ 4.4 | $ 3.6 | $ 8.6 | $ 7 |
Customer Contracts - Remaining
Customer Contracts - Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 920 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation expected to be recognized, percentage | 35.00% |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Basic net income (loss) per share: | ||||
Net income (loss) attributable to common stockholders | $ (32.6) | $ 62.5 | $ (80.8) | $ 5 |
Weighted average shares outstanding, basic (in shares) | 165.5 | 165.2 | 165.4 | 165.2 |
Net income (loss) per share, basic (in dollars per share) | $ (0.20) | $ 0.38 | $ (0.49) | $ 0.03 |
Diluted net income (loss) per share: | ||||
Net income (loss) attributable to common stockholders | $ (32.6) | $ 62.5 | $ (80.8) | $ 5 |
Weighted average shares outstanding, basic (in shares) | 165.5 | 165.2 | 165.4 | 165.2 |
Effect of dilutive securities (in shares) | 0 | 0.9 | 0 | 0.7 |
Number of shares used in per share computations (in shares) | 165.5 | 166.1 | 165.4 | 165.9 |
Net income (loss) per share, diluted (in dollars per share) | $ (0.20) | $ 0.38 | $ (0.49) | $ 0.03 |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive potential common shares excluded from computation of dilutive net income (loss) per share (in shares) | 25.4 | 16.8 | 25.4 | 16.8 |
Property, Equipment, and Soft_3
Property, Equipment, and Software, net - Schedule of Property, Equipment, and Software, net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, at cost | $ 2,219.7 | $ 2,219.7 | $ 1,964.7 |
Less: Accumulated depreciation and amortization | (1,323.4) | (1,323.4) | (1,255.2) |
Property, equipment and software, net | 914.1 | 914.1 | 727.8 |
Computers and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, at cost | 1,187.4 | 1,187.4 | 1,155.9 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, at cost | 464.1 | 464.1 | 441.6 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, at cost | 27.7 | 27.7 | 31.3 |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, at cost | 508.9 | 508.9 | 303.7 |
Non-cash increase in buildings within property, equipment, net, and software due to lease modification | 220.3 | 220.3 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, equipment and software, at cost | 31.6 | 31.6 | 32.2 |
Work in process | |||
Property, Plant and Equipment [Line Items] | |||
Work in process | $ 17.8 | $ 17.8 | $ 18.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amounts of Goodwill by Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 2,745.8 | ||
Measurement period adjustments | $ (0.2) | (0.2) | |
Foreign currency translation | (12.5) | ||
Goodwill, ending balance | 2,733.1 | 2,733.1 | |
Gross goodwill | $ 3,028.1 | ||
Less: Accumulated impairment charges | (295) | ||
Goodwill, net as of June 30, 2020 | 2,733.1 | 2,733.1 | 2,733.1 |
Multicloud Services | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 2,371.6 | ||
Measurement period adjustments | (0.2) | ||
Foreign currency translation | (10.9) | ||
Goodwill, ending balance | 2,360.5 | 2,360.5 | |
Gross goodwill | 2,655.5 | ||
Less: Accumulated impairment charges | (295) | ||
Goodwill, net as of June 30, 2020 | 2,360.5 | 2,360.5 | 2,360.5 |
Apps & Cross Platform | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 322.2 | ||
Measurement period adjustments | 0 | ||
Foreign currency translation | (0.8) | ||
Goodwill, ending balance | 321.4 | 321.4 | |
Gross goodwill | 321.4 | ||
Less: Accumulated impairment charges | 0 | ||
Goodwill, net as of June 30, 2020 | 321.4 | 321.4 | 321.4 |
OpenStack Public Cloud | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 52 | ||
Measurement period adjustments | 0 | ||
Foreign currency translation | (0.8) | ||
Goodwill, ending balance | 51.2 | 51.2 | |
Gross goodwill | 51.2 | ||
Less: Accumulated impairment charges | 0 | ||
Goodwill, net as of June 30, 2020 | $ 51.2 | $ 51.2 | $ 51.2 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,039.3 | $ 2,043.5 |
Accumulated amortization | (563.1) | (476.1) |
Net carrying amount | 1,476.2 | 1,567.4 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross carrying amount | 2,289.3 | 2,293.5 |
Accumulated amortization | (563.1) | (476.1) |
Net carrying amount | 1,726.2 | 1,817.4 |
Trade name (indefinite-lived) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trade name (indefinite-lived) | 250 | 250 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,979.5 | 1,983.7 |
Accumulated amortization | (540.1) | (459.9) |
Net carrying amount | 1,439.4 | 1,523.8 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | (540.1) | (459.9) |
Property tax abatement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16 | 16 |
Accumulated amortization | (6.5) | (5.6) |
Net carrying amount | 9.5 | 10.4 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | (6.5) | (5.6) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 43.8 | 43.8 |
Accumulated amortization | (16.5) | (10.6) |
Net carrying amount | 27.3 | 33.2 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated amortization | $ (16.5) | $ (10.6) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Gain on investments, net | $ 1 | $ 143.3 | $ 0.9 | $ 143.4 | |
Realized gain upon receipt of proceeds related to sale | $ 0.9 | 2.6 | $ 0.9 | 2.6 | |
CrowdStrike Holdings, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investment without readily determinable fair value | 10 | 10 | |||
Proceeds from sale of equity investment | $ 106.9 | ||||
Unrealized gain related to the increase in fair value | $ 140.8 | $ 140.8 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Principal balance | $ 3,995.3 | $ 3,944.8 |
Unamortized debt issuance costs | (58.8) | (66.6) |
Unamortized debt discount | (4.3) | (4.9) |
Total debt | 3,932.2 | 3,873.3 |
Less: current portion of debt | (29) | (29) |
Debt, excluding current portion | 3,903.2 | 3,844.3 |
Term Loan Facility | Senior Facilities | ||
Debt Instrument [Line Items] | ||
Principal balance | 2,810.1 | 2,824.6 |
Unamortized debt issuance costs | (42.7) | (48.6) |
Unamortized debt discount | (4.3) | (4.9) |
Total debt | 2,763.1 | 2,771.1 |
Less: current portion of debt | (29) | (29) |
Debt, excluding current portion | 2,734.1 | 2,742.1 |
Senior notes | 8.625% Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Principal balance | 1,120.2 | 1,120.2 |
Unamortized debt issuance costs | (16.1) | (18) |
Unamortized debt discount | 0 | 0 |
Total debt | 1,104.1 | 1,102.2 |
Less: current portion of debt | 0 | 0 |
Debt, excluding current portion | $ 1,104.1 | $ 1,102.2 |
Stated interest rate | 8.625% | 8.625% |
Line of Credit | Accounts Receivable Financing Agreement | ||
Debt Instrument [Line Items] | ||
Principal balance | $ 65 | |
Unamortized debt issuance costs | 0 | |
Unamortized debt discount | 0 | |
Total debt | 65 | |
Less: current portion of debt | 0 | |
Debt, excluding current portion | $ 65 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 19, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||
Outstanding borrowings | $ 3,932,200,000 | $ 3,932,200,000 | $ 3,873,300,000 | |||
Gain on extinguishment of debt | 0 | $ 5,000,000 | 0 | $ 9,500,000 | ||
Line of Credit | Accounts Receivable Financing Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowings | 65,000,000 | 65,000,000 | ||||
Term Loan Facility | Senior Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowings | $ 2,763,100,000 | $ 2,763,100,000 | 2,771,100,000 | |||
Effective interest rate | 4.00% | 4.00% | ||||
Quarterly principal payment | $ 7,200,000 | |||||
Fair value of debt | $ 2,711,700,000 | 2,711,700,000 | ||||
Senior notes | 8.625% Senior Notes due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowings | 1,104,100,000 | 1,104,100,000 | $ 1,102,200,000 | |||
Fair value of debt | $ 1,125,800,000 | $ 1,125,800,000 | ||||
Stated interest rate | 8.625% | 8.625% | 8.625% | |||
Principal amount repurchased and surrendered for cancellation | 45,600,000 | 73,900,000 | ||||
Debt repurchased and surrendered for cancellation | 40,000,000 | 63,700,000 | ||||
Accrued interest included within repurchased and surrendered debt | 200,000 | 700,000 | ||||
Gain on extinguishment of debt | $ 5,000,000 | $ 9,500,000 | ||||
Revolving Credit Facility | Line of Credit | Senior Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Total commitments | $ 225,000,000 | $ 225,000,000 | ||||
Borrowings from long-term lines of credit | 245,000,000 | |||||
Repayments of long-term lines of credit | 245,000,000 | |||||
Outstanding borrowings | 0 | 0 | ||||
Revolving Credit Facility | Line of Credit | Accounts Receivable Financing Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Total commitments | $ 100,000,000 | |||||
Outstanding borrowings | 65,000,000 | 65,000,000 | ||||
Debt issuance costs included in other noncurrent assets | $ 1,000,000 | |||||
Total borrowing capacity | $ 92,700,000 | $ 92,700,000 | ||||
Interest rate at period end | 3.01% | 3.01% |
Share-Based Compensation and _3
Share-Based Compensation and Settlement of Share-Based Awards - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock repurchased and retired, amount | $ 1.9 | $ 1.9 | ||
Share-based compensation expense | $ 9.1 | 6.4 | $ 16.6 | 12.3 |
Rackspace Technology, Inc. Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted (in shares) | 8.2 | |||
Stock options granted, weighted-average grant date fair value (in usd per share) | $ 8.36 | |||
Rackspace Technology, Inc. Equity Incentive Plan | Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted (in shares) | 1.7 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash payments related to settlement of restricted stock units | 19.2 | |||
Share-based compensation expense | 2.7 | |||
Unrecognized compensation cost | 4.6 | $ 4.6 | ||
Unrecognized compensation cost, period for recognition | 2 years 1 month 6 days | |||
Unrecognized compensation cost, fair value | 1.2 | $ 1.2 | ||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Unrecognized compensation cost | 81.5 | $ 81.5 | ||
Unrecognized compensation cost, period for recognition | 2 years 9 months 18 days | |||
Unrecognized compensation cost, fair value | $ 54.7 | $ 54.7 | ||
Options | Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Options And Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash payment, settlement of share-based awards | 1.5 | 1.5 | ||
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock repurchased and retired, amount | $ 1.9 | $ 1.9 | ||
Shares repurchased and retired (in shares) | 0.1 | 0.1 |
Share-Based Compensation and _4
Share-Based Compensation and Settlement of Share-Based Awards - Schedule of Share-Based Compensation Expense Recognized Under the Incentive Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 9.1 | $ 6.4 | $ 16.6 | $ 12.3 |
Less: Income tax benefit | (1.9) | (1.4) | (3.5) | (2.6) |
Total share-based compensation expense, net of tax | 7.2 | 5 | 13.1 | 9.7 |
Selling, General and Administrative Expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 6.8 | 5.1 | 12.5 | 10 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2.3 | $ 1.3 | $ 4.1 | $ 2.3 |
Taxes - Narrative (Details)
Taxes - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Income tax impact related to tax court decision | $ 1 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jun. 30, 2020USD ($)instrument€ / $$ / $£ / $ | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)instrument€ / $$ / $£ / $ | Jun. 30, 2019USD ($)instrument | Dec. 31, 2018USD ($)instrument | Sep. 30, 2020USD ($)$ / $£ / $€ / $ | Sep. 30, 2020GBP (£)$ / $£ / $€ / $ | Sep. 30, 2020EUR (€)$ / $£ / $€ / $ | Sep. 30, 2020MXN ($)$ / $£ / $€ / $ | Jun. 30, 2020GBP (£)instrument€ / $$ / $£ / $ | Jun. 30, 2020EUR (€)instrument€ / $$ / $£ / $ | Jun. 30, 2020MXN ($)instrument€ / $$ / $£ / $ | Mar. 31, 2020instrument | Mar. 26, 2020USD ($)instrument | Mar. 26, 2020GBP (£)instrument | Jan. 09, 2020USD ($) | Dec. 31, 2019USD ($)instrument | Nov. 30, 2019GBP (£)instrument£ / $ | Nov. 29, 2019USD ($) | Nov. 30, 2018USD ($)instrument£ / $ | Nov. 30, 2018GBP (£)instrument£ / $ | Feb. 03, 2017USD ($) | Dec. 31, 2016instrument | |
Derivative [Line Items] | |||||||||||||||||||||||
Liabilities | $ 99,500,000 | $ 99,500,000 | $ 39,500,000 | ||||||||||||||||||||
Interest expense | 68,900,000 | $ 100,800,000 | 140,900,000 | $ 189,800,000 | |||||||||||||||||||
Cash flow hedge losses expected to be reclassified as an increase to interest expense over the next twelve months | 18,400,000 | ||||||||||||||||||||||
Aggregate fair value, net liability position | 97,500,000 | 97,500,000 | |||||||||||||||||||||
Derivatives designated as hedging instruments | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Liabilities | 99,300,000 | 99,300,000 | 0 | ||||||||||||||||||||
Interest rate swaps | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Liabilities | $ 99,300,000 | $ 99,300,000 | $ 36,600,000 | ||||||||||||||||||||
Interest rate swaps | Cash Flow Hedging | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Number of derivative instruments | instrument | 0 | ||||||||||||||||||||||
Interest rate swaps | Cash Flow Hedging | Derivatives designated as hedging instruments | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Liabilities | $ 39,900,000 | ||||||||||||||||||||||
Interest Rate Swap - Entered in December 2016 | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Number of derivative instruments | instrument | 3 | 3 | 3 | 3 | 3 | 7 | |||||||||||||||||
Notional amount | $ 1,050,000,000 | $ 1,050,000,000 | $ 1,500,000,000 | ||||||||||||||||||||
Number of agreements matured during period | instrument | 1 | 1 | 2 | ||||||||||||||||||||
Remaining maturity period | 2 years | ||||||||||||||||||||||
Interest Rate Swap - Entered in December 2016 | Minimum | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Fixed interest rate specified in swap agreement | 1.7625% | 1.7625% | 1.7625% | 1.7625% | 1.7625% | ||||||||||||||||||
Interest Rate Swap - Entered in December 2016 | Maximum | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Fixed interest rate specified in swap agreement | 1.904% | 1.904% | 1.904% | 1.904% | 1.904% | ||||||||||||||||||
Interest Rate Swap - Entered in December 2018 | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Number of derivative instruments | instrument | 4 | ||||||||||||||||||||||
Notional amount | $ 1,350,000,000 | ||||||||||||||||||||||
Number of instruments held deemed effective | instrument | 2 | 2 | 2 | 2 | 2 | ||||||||||||||||||
Notional amount deemed effective | $ 300,000,000 | $ 300,000,000 | |||||||||||||||||||||
Interest Rate Swap - Entered in December 2018 | Minimum | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Fixed interest rate specified in swap agreement | 2.735% | 2.735% | 2.735% | 2.735% | 2.735% | ||||||||||||||||||
Interest Rate Swap - Entered in December 2018 | Maximum | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Fixed interest rate specified in swap agreement | 2.749% | 2.749% | 2.749% | 2.749% | 2.749% | ||||||||||||||||||
Foreign Currency Forward Contract - GBP to USD - Entered In November 2018 | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Number of derivative instruments | instrument | 1 | 1 | |||||||||||||||||||||
Notional amount | $ 97,500,000 | £ 75,000,000 | |||||||||||||||||||||
Forward exchange rate | £ / $ | 1.3002 | 1.3002 | |||||||||||||||||||||
Net payment (receipt) after settlement | $ (800,000) | ||||||||||||||||||||||
Foreign Currency Net Zero Cost Collar Contract - Entered In November 2019 | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Number of derivative instruments | instrument | 2 | ||||||||||||||||||||||
Notional amount | £ | £ 100,000,000 | ||||||||||||||||||||||
Net payment (receipt) after settlement | $ (1,900,000) | ||||||||||||||||||||||
Number of derivative instruments settled | instrument | 1 | 1 | |||||||||||||||||||||
Notional amount settled | £ | £ 50,000,000 | ||||||||||||||||||||||
Foreign Currency Net Zero Cost Collar Contract - Entered In November 2019 | Minimum | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Forward exchange rate | £ / $ | 1.2375 | ||||||||||||||||||||||
Foreign Currency Net Zero Cost Collar Contract - Entered In November 2019 | Maximum | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Forward exchange rate | £ / $ | 1.3475 | ||||||||||||||||||||||
Foreign Currency Forward Contract - Entered in March 2020 | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Number of derivative instruments | instrument | 3 | ||||||||||||||||||||||
Net payment (receipt) after settlement | $ 1,700,000 | $ 1,700,000 | |||||||||||||||||||||
Number of derivative instruments settled | instrument | 3 | 3 | 3 | 3 | 3 | ||||||||||||||||||
Foreign Currency Forward Contract - GBP to USD - Entered in March 2020 | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Notional amount | $ 38,100,000 | $ 38,100,000 | £ 32,000,000 | ||||||||||||||||||||
Forward exchange rate | £ / $ | 1.1902 | 1.1902 | 1.1902 | 1.1902 | 1.1902 | ||||||||||||||||||
Foreign Currency Forward Contract - Euro to USD - Entered in March 2020 | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Notional amount | $ 6,600,000 | $ 6,600,000 | € 6,000,000 | ||||||||||||||||||||
Forward exchange rate | € / $ | 1.0921 | 1.0921 | 1.0921 | 1.0921 | 1.0921 | ||||||||||||||||||
Foreign Currency Forward Contract - USD to MXN Entered in March 2020 | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Notional amount | $ 2,100,000 | $ 2,100,000 | $ 50 | ||||||||||||||||||||
Forward exchange rate | $ / $ | 24.2040 | 24.2040 | 24.2040 | 24.2040 | 24.2040 | ||||||||||||||||||
Foreign Currency Forward Contract - Entered in June 2020 | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Number of derivative instruments | instrument | 3 | 3 | 3 | 3 | 3 | ||||||||||||||||||
Foreign Currency Forward Contract - GBP to USD - Entered in June 2020 | Forecast | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Notional amount | $ 39,700,000 | £ 32,000,000 | |||||||||||||||||||||
Forward exchange rate | £ / $ | 1.24095 | 1.24095 | 1.24095 | 1.24095 | |||||||||||||||||||
Foreign Currency Forward Contract - Euro to USD - Entered in June 2020 | Forecast | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Notional amount | $ 6,700,000 | € 6,000,000 | |||||||||||||||||||||
Forward exchange rate | € / $ | 1.1241 | 1.1241 | 1.1241 | 1.1241 | |||||||||||||||||||
Foreign Currency Forward Contract - USD to MXN Entered in June 2020 | Forecast | |||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||
Notional amount | $ 2,200,000 | $ 50 | |||||||||||||||||||||
Forward exchange rate | $ / $ | 23.0330 | 23.0330 | 23.0330 | 23.0330 |
Derivatives - Schedule of Fair
Derivatives - Schedule of Fair Values of Derivatives on the Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Assets | $ 2 | $ 1.4 |
Liabilities | 99.5 | 39.5 |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Liabilities | 99.3 | 36.6 |
Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 2 | 1.4 |
Liabilities | 0.2 | 2.9 |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 2 | 1.4 |
Liabilities | 0.2 | 39.5 |
Derivatives not designated as hedging instruments | Other current liabilities | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0 | 3.5 |
Derivatives not designated as hedging instruments | Other current liabilities | Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0.2 | 2.9 |
Derivatives not designated as hedging instruments | Other non-current liabilities | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 0 | 33.1 |
Derivatives not designated as hedging instruments | Other current assets | Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 2 | 1.4 |
Liabilities | 0 | 0 |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 99.3 | 0 |
Derivatives designated as hedging instruments | Other current liabilities | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | 20.7 | 0 |
Derivatives designated as hedging instruments | Other non-current liabilities | Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 0 | 0 |
Liabilities | $ 78.6 | $ 0 |
Derivatives - Derivatives Prese
Derivatives - Derivatives Presented on a Net Asset and Net Liability basis (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Gross Amounts on Balance Sheet | $ 2 | $ 1.4 |
Effect of Counter-Party Netting | (2) | (1.4) |
Net Amounts | 0 | 0 |
Liabilities | ||
Gross Amounts on Balance Sheet | 99.5 | 39.5 |
Effect of Counter-Party Netting | (2) | (1.4) |
Net Amounts | 97.5 | 38.1 |
Foreign currency contracts | ||
Assets | ||
Gross Amounts on Balance Sheet | 2 | 1.4 |
Effect of Counter-Party Netting | (2) | (1.4) |
Net Amounts | 0 | 0 |
Liabilities | ||
Gross Amounts on Balance Sheet | 0.2 | 2.9 |
Effect of Counter-Party Netting | (0.2) | (1.4) |
Net Amounts | 0 | 1.5 |
Interest rate swaps | ||
Liabilities | ||
Gross Amounts on Balance Sheet | 99.3 | 36.6 |
Effect of Counter-Party Netting | (1.8) | 0 |
Net Amounts | $ 97.5 | $ 36.6 |
Derivatives - Effect of Derivat
Derivatives - Effect of Derivatives on the Consolidated Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Interest expense | Interest rate swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivatives not designated as hedging instruments | $ 0 | $ (30.4) | $ (3.2) | $ (49.2) |
Derivatives designated as hedging instruments | (2.2) | 0 | (1.7) | 0 |
Other income (expense), net | Foreign currency contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivatives not designated as hedging instruments | $ 0.3 | $ 3 | $ 3.6 | $ 0.9 |
Divestitures - Narrative (Detai
Divestitures - Narrative (Details) - USD ($) $ in Millions | Feb. 01, 2017 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale | $ 0 | $ 16.8 | ||||
Gain on sale | $ 0 | $ 0 | $ 0 | 2.1 | ||
Mailgun Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration from sale of assets | $ 40.2 | |||||
Proceeds from sale | 20.5 | |||||
Promissory note fair value, from sale of assets | 14.8 | |||||
Equity interest in net entity, from sale of assets | $ 4.9 | |||||
Proceeds from collection of promissory note | $ 18 | |||||
Promissory note balance | 15.9 | |||||
Accrued interest on promissory note | $ 1.2 | |||||
Gain on sale | $ 2.1 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Nov. 15, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 |
Business Acquisition [Line Items] | ||||
Decrease to goodwill | $ 0.2 | $ 0.2 | ||
Onica | ||||
Business Acquisition [Line Items] | ||||
Percentage of business acquired | 100.00% | |||
Total consideration to acquire Onica | $ 323.4 | |||
Cash acquired from acquisition | 7.5 | |||
Net purchase price | $ 315.9 | |||
Measurement period adjustments | $ (0.2) | $ (0.2) | $ (0.2) |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | Nov. 15, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,733.1 | $ 2,745.8 | |
Onica | |||
Business Acquisition [Line Items] | |||
Onica Acquisition Consideration | 323.4 | $ 323.6 | |
Cash and cash equivalents | 7.5 | ||
Intangible assets | 61.8 | ||
Liabilities assumed, net of other assets acquired | (11) | ||
Net assets acquired | 58.3 | ||
Goodwill | $ 265.1 |
Acquisitions - Schedule of Adju
Acquisitions - Schedule of Adjustments to the Preliminary Allocation (Details) - Onica - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 8 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Nov. 15, 2019 | |
Business Acquisition [Line Items] | ||||
Measurement Period Adjustments | $ (0.2) | $ (0.2) | $ (0.2) | |
Onica Acquisition Consideration | $ 323.4 | $ 323.4 | $ 323.4 | $ 323.6 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 796.6 | $ 922.7 | $ 898.8 | $ 907.8 |
Foreign currency translation adjustments, net of tax benefit | 0.9 | (8.1) | (19.5) | 2.5 |
Unrealized losses on derivative contracts, net of tax benefit | (6.8) | 0 | (47.5) | 0 |
Amount reclassified from accumulated comprehensive income (loss) into earnings, net of tax benefit | 1.7 | 0 | 1.3 | 0 |
Ending balance | 768.8 | 980.1 | 768.8 | 980.1 |
Foreign currency translation adjustment, tax benefit | 0.2 | 0.9 | 1.4 | 0.2 |
Unrealized losses on derivative contracts, before reclassification, tax benefit | 2.3 | 16.3 | ||
Tax benefit, reclassification from AOCI | 0.5 | 0.4 | ||
Interest expense | 68.9 | 100.8 | 140.9 | 189.8 |
Reclassification out of Accumulated Other Comprehensive Income | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Interest expense | 3.7 | 4.4 | ||
Amortization of off-market swap | 1.5 | 2.7 | ||
Accumulated Foreign Currency Translation Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (8.4) | 10.6 | 12 | 0 |
Foreign currency translation adjustments, net of tax benefit | 0.9 | (8.1) | (19.5) | 2.5 |
Unrealized losses on derivative contracts, net of tax benefit | 0 | 0 | ||
Amount reclassified from accumulated comprehensive income (loss) into earnings, net of tax benefit | 0 | 0 | ||
Ending balance | (7.5) | 2.5 | (7.5) | 2.5 |
Accumulated Gains (Losses) on Derivative Contracts | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (41.1) | 0 | 0 | 0 |
Foreign currency translation adjustments, net of tax benefit | 0 | 0 | 0 | 0 |
Unrealized losses on derivative contracts, net of tax benefit | (6.8) | (47.5) | ||
Amount reclassified from accumulated comprehensive income (loss) into earnings, net of tax benefit | 1.7 | 1.3 | ||
Ending balance | (46.2) | 0 | (46.2) | 0 |
Accumulated Other Comprehensive Income | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (49.5) | 10.6 | 12 | 0 |
Ending balance | $ (53.7) | $ 2.5 | $ (53.7) | $ 2.5 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||||
Principal balance | $ 3,995.3 | $ 3,995.3 | $ 3,944.8 | ||
Term Loan Facility | Senior Facilities | |||||
Related Party Transaction [Line Items] | |||||
Principal balance | 2,810.1 | 2,810.1 | $ 2,824.6 | ||
Affiliated Entity | Affiliates of ABRY | Term Loan Facility | Senior Facilities | |||||
Related Party Transaction [Line Items] | |||||
Principal balance | $ 38.1 | $ 38.1 | |||
Percentage of debt due to related party | 1.40% | 1.40% | |||
Affiliated Entity | Consulting Fees | ABRY | |||||
Related Party Transaction [Line Items] | |||||
Related party consulting fees | $ 3.5 | $ 3 | $ 7.1 | $ 5.9 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Revenue and Gross Profits from Segments to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 656.5 | $ 602.4 | $ 1,309.2 | $ 1,209.3 |
Gross profit | 241.9 | 252.1 | 491.2 | 503 |
Share-based compensation expense | (9.1) | (6.4) | (16.6) | (12.3) |
Other compensation expense | (1.5) | (0.4) | (3.4) | (0.9) |
Purchase accounting impact on revenue | 0 | 0.1 | 0 | 0.2 |
Purchase accounting impact on expense | (1.6) | (2.4) | (3.5) | (4.8) |
Restructuring and transformation expenses | (4.1) | (0.1) | (5.4) | (3.5) |
Cost of revenue | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Share-based compensation expense | (2.3) | (1.3) | (4.1) | (2.3) |
Multicloud Services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 519 | 449.6 | 1,026.9 | 902.4 |
Gross profit | 200.7 | 189.5 | 397.5 | 378.9 |
Apps & Cross Platform | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 79.9 | 79 | 161.4 | 157.1 |
Gross profit | 27 | 28.2 | 57.1 | 57.1 |
OpenStack Public Cloud | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 57.6 | 73.8 | 120.9 | 149.8 |
Gross profit | $ 23.7 | $ 38.5 | $ 53 | $ 78.3 |
Uncategorized Items - rxt-20200
Label | Element | Value |
Restricted Cash and Cash Equivalents | us-gaap_RestrictedCashAndCashEquivalents | $ 3,300,000 |
Restricted Cash and Cash Equivalents | us-gaap_RestrictedCashAndCashEquivalents | $ 4,000,000 |