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(Mark One)
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended September 30, 2018
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from to
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Commission file number 1-13045
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Delaware
(State or other Jurisdiction of
Incorporation or Organization)
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23-2588479
(I.R.S. Employer
Identification No.)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
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December 31, 2017
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September 30, 2018
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||||
ASSETS
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Current Assets:
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Cash and cash equivalents
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$
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925,699
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$
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197,676
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Accounts receivable (less allowances of $46,648 and $51,271 as of December 31, 2017 and September 30, 2018, respectively)
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835,742
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847,452
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Prepaid expenses and other
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188,874
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170,847
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Total Current Assets
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1,950,315
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1,215,975
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Property, Plant and Equipment:
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Property, plant and equipment
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6,251,100
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7,469,651
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Less—Accumulated depreciation
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(2,833,421
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)
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(3,044,958
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)
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Property, Plant and Equipment, Net
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3,417,679
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4,424,693
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Other Assets, Net:
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Goodwill
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4,070,267
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4,478,757
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Customer relationships, customer inducements and data center lease-based intangibles
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1,400,547
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1,516,851
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Other
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133,594
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169,693
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Total Other Assets, Net
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5,604,408
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6,165,301
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Total Assets
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$
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10,972,402
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$
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11,805,969
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LIABILITIES AND EQUITY
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Current Liabilities:
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Current portion of long-term debt
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$
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146,300
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$
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121,695
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Accounts payable
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289,137
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285,810
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Accrued expenses
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653,146
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602,273
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Deferred revenue
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241,590
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237,574
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Total Current Liabilities
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1,330,173
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1,247,352
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Long-term Debt, net of current portion
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6,896,971
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8,109,179
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Other Long-term Liabilities
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73,039
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116,757
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Deferred Rent
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126,231
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117,330
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Deferred Income Taxes
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155,728
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181,730
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Commitments and Contingencies (see Note 8)
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Redeemable Noncontrolling Interests
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91,418
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94,745
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Equity:
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Iron Mountain Incorporated Stockholders' Equity:
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Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding)
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—
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—
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Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 283,110,183 shares and 286,221,058 shares as of December 31, 2017 and September 30, 2018, respectively)
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2,831
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2,862
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Additional paid-in capital
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4,164,562
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4,261,187
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(Distributions in excess of earnings) Earnings in excess of distributions
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(1,765,966
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)
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(2,098,403
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)
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Accumulated other comprehensive items, net
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(103,989
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)
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(228,260
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)
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Total Iron Mountain Incorporated Stockholders' Equity
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2,297,438
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1,937,386
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Noncontrolling Interests
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1,404
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1,490
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Total Equity
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2,298,842
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1,938,876
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Total Liabilities and Equity
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$
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10,972,402
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$
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11,805,969
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Three Months Ended
September 30, |
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2017
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2018
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Revenues:
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Storage rental
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$
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601,091
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$
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656,973
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Service
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364,570
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404,018
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Total Revenues
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965,661
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1,060,991
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Operating Expenses:
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Cost of sales (excluding depreciation and amortization)
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418,327
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448,018
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Selling, general and administrative
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242,357
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258,470
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Depreciation and amortization
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128,513
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157,797
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(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
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(292
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)
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960
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Total Operating Expenses
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788,905
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865,245
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Operating Income (Loss)
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176,756
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195,746
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Interest Expense, Net (includes Interest Income of $2,526 and $1,382 for the three months ended September 30, 2017 and 2018, respectively)
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88,989
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103,841
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Other Expense (Income), Net
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59,479
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325
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Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
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28,288
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91,580
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Provision (Benefit) for Income Taxes
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2,268
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14,300
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Gain on Sale of Real Estate, Net of Tax
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638
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(1,348
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)
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Income (Loss) from Continuing Operations
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25,382
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78,628
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(Loss) Income from Discontinued Operations, Net of Tax
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(1,058
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)
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(11,605
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)
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Net Income (Loss)
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24,324
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67,023
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Less: Net (Loss) Income Attributable to Noncontrolling Interests
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(21
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)
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(125
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)
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Net Income (Loss) Attributable to Iron Mountain Incorporated
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$
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24,345
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$
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67,148
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Earnings (Losses) per Share—Basic:
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Income (Loss) from Continuing Operations
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$
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0.10
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$
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0.28
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Total (Loss) Income from Discontinued Operations, Net of Tax
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$
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—
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$
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(0.04
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)
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Net Income (Loss) Attributable to Iron Mountain Incorporated
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$
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0.09
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$
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0.23
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Earnings (Losses) per Share—Diluted:
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Income (Loss) from Continuing Operations
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$
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0.10
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$
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0.27
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Total (Loss) Income from Discontinued Operations, Net of Tax
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$
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—
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$
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(0.04
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)
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Net Income (Loss) Attributable to Iron Mountain Incorporated
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$
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0.09
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$
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0.23
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Weighted Average Common Shares Outstanding—Basic
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265,198
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286,159
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Weighted Average Common Shares Outstanding—Diluted
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266,139
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286,982
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Dividends Declared per Common Share
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$
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0.5534
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$
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0.5876
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Nine Months Ended
September 30, |
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2017
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2018
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Revenues:
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Storage rental
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$
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1,763,609
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$
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1,963,561
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Service
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1,090,734
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1,200,711
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Total Revenues
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2,854,343
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3,164,272
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Operating Expenses:
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Cost of sales (excluding depreciation and amortization)
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1,259,318
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1,348,203
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Selling, general and administrative
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719,968
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778,526
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Depreciation and amortization
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381,319
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474,595
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(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
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(967
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)
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(716
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)
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Total Operating Expenses
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2,359,638
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2,600,608
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Operating Income (Loss)
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494,705
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563,664
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Interest Expense, Net (includes Interest Income of $5,719 and $5,048 for the nine months ended September 30, 2017 and 2018, respectively)
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265,010
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303,574
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Other Expense (Income), Net
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33,749
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|
|
1,420
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Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
195,946
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|
|
258,670
|
|
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Provision (Benefit) for Income Taxes
|
29,497
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|
|
41,873
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|
||
Gain on Sale of Real Estate, Net of Tax
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(925
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)
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|
(1,348
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)
|
||
Income (Loss) from Continuing Operations
|
167,374
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|
|
218,145
|
|
||
(Loss) Income from Discontinued Operations, Net of Tax
|
(3,421
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)
|
|
(12,427
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)
|
||
Net Income (Loss)
|
163,953
|
|
|
205,718
|
|
||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
2,853
|
|
|
485
|
|
||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
161,100
|
|
|
$
|
205,233
|
|
Earnings (Losses) per Share—Basic:
|
|
|
|
|
|
||
Income (Loss) from Continuing Operations
|
$
|
0.62
|
|
|
$
|
0.76
|
|
Total (Loss) Income from Discontinued Operations, Net of Tax
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
0.61
|
|
|
$
|
0.72
|
|
Earnings (Losses) per Share—Diluted:
|
|
|
|
|
|
||
Income (Loss) from Continuing Operations
|
$
|
0.62
|
|
|
$
|
0.76
|
|
Total (Loss) Income from Discontinued Operations, Net of Tax
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
0.61
|
|
|
$
|
0.72
|
|
Weighted Average Common Shares Outstanding—Basic
|
264,423
|
|
|
285,801
|
|
||
Weighted Average Common Shares Outstanding—Diluted
|
265,293
|
|
|
286,515
|
|
||
Dividends Declared per Common Share
|
$
|
1.6543
|
|
|
$
|
1.7641
|
|
|
Three Months Ended
September 30, |
||||||
|
2017
|
|
2018
|
||||
Net Income (Loss)
|
$
|
24,324
|
|
|
$
|
67,023
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
||
Foreign Currency Translation Adjustments
|
37,541
|
|
|
(24,769
|
)
|
||
Change in Fair Value of Interest Rate Swap Agreements
|
—
|
|
|
1,980
|
|
||
Total Other Comprehensive Income (Loss)
|
37,541
|
|
|
(22,789
|
)
|
||
Comprehensive Income (Loss)
|
61,865
|
|
|
44,234
|
|
||
Comprehensive (Loss) Income Attributable to Noncontrolling Interests
|
(727
|
)
|
|
(2,104
|
)
|
||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
62,592
|
|
|
$
|
46,338
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2018
|
||||
Net Income (Loss)
|
$
|
163,953
|
|
|
$
|
205,718
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
||
Foreign Currency Translation Adjustments
|
95,863
|
|
|
(132,290
|
)
|
||
Change in Fair Value of Interest Rate Swap Agreements
|
—
|
|
|
4,183
|
|
||
Total Other Comprehensive Income (Loss)
|
95,863
|
|
|
(128,107
|
)
|
||
Comprehensive Income (Loss)
|
259,816
|
|
|
77,611
|
|
||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
1,486
|
|
|
(3,351
|
)
|
||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
258,330
|
|
|
$
|
80,962
|
|
|
|
|
Iron Mountain Incorporated Stockholders' Equity
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
(Distributions in Excess of Earnings) Earnings in Excess of Distributions
|
|
|
|
Noncontrolling
Interests
|
|
|
|
|||||||||||||||||
|
Total
|
|
Shares
|
|
Amounts
|
|
|
|
Accumulated
Other Comprehensive Items, Net |
|
|
Redeemable Noncontrolling Interests
|
|||||||||||||||||||
Balance, December 31, 2016
|
$
|
1,936,671
|
|
|
263,682,670
|
|
|
$
|
2,636
|
|
|
$
|
3,489,795
|
|
|
$
|
(1,343,311
|
)
|
|
$
|
(212,573
|
)
|
|
$
|
124
|
|
|
|
$
|
54,697
|
|
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation
|
29,929
|
|
|
1,005,975
|
|
|
10
|
|
|
29,919
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares in connection with Fortrust Transaction (as defined in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report)
|
83,014
|
|
|
2,193,637
|
|
|
22
|
|
|
82,992
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Change in value of redeemable noncontrolling interests
|
(1,505
|
)
|
|
—
|
|
|
—
|
|
|
(1,505
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,505
|
|
|||||||
Parent cash dividends declared
|
(439,327
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(439,327
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Foreign currency translation adjustment
|
97,123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,230
|
|
|
(107
|
)
|
|
|
(1,260
|
)
|
|||||||
Net income (loss)
|
163,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161,100
|
|
|
—
|
|
|
2,100
|
|
|
|
753
|
|
|||||||
Noncontrolling interests equity contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
13,230
|
|
|||||||
Noncontrolling interests dividends
|
(1,956
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,956
|
)
|
|
|
(1,501
|
)
|
|||||||
Purchase of noncontrolling interests
|
1,497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,497
|
|
|
|
—
|
|
|||||||
Balance, September 30, 2017
|
$
|
1,868,646
|
|
|
266,882,282
|
|
|
$
|
2,668
|
|
|
$
|
3,601,201
|
|
|
$
|
(1,621,538
|
)
|
|
$
|
(115,343
|
)
|
|
$
|
1,658
|
|
|
|
$
|
67,424
|
|
|
|
|
Iron Mountain Incorporated Stockholders' Equity
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
(Distributions in Excess of Earnings) Earnings in Excess of Distributions
|
|
|
|
Noncontrolling
Interests
|
|
|
|
|||||||||||||||||
|
Total
|
|
Shares
|
|
Amounts
|
|
|
|
Accumulated
Other Comprehensive Items, Net |
|
|
Redeemable Noncontrolling Interests
|
|||||||||||||||||||
Balance, December 31, 2017
|
$
|
2,298,842
|
|
|
283,110,183
|
|
|
$
|
2,831
|
|
|
$
|
4,164,562
|
|
|
$
|
(1,765,966
|
)
|
|
$
|
(103,989
|
)
|
|
$
|
1,404
|
|
|
|
$
|
91,418
|
|
Cumulative-effect adjustment for adoption of ASU 2014-09 (see Note 2.c.)
|
(30,233
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,233
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation
|
20,547
|
|
|
662,389
|
|
|
7
|
|
|
20,540
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares associated with the Over-Allotment Option, net of underwriting discounts and offering expenses (see Note 9)
|
76,192
|
|
|
2,175,000
|
|
|
22
|
|
|
76,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares through the At the Market (ATM) Equity Program, net of underwriting discounts and offering expenses (see Note 9)
|
8,716
|
|
|
273,486
|
|
|
2
|
|
|
8,714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Change in value of redeemable noncontrolling interests
|
(8,799
|
)
|
|
—
|
|
|
—
|
|
|
(8,799
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
8,799
|
|
|||||||
Parent cash dividends declared
|
(507,437
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(507,437
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Foreign currency translation adjustment
|
(128,303
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128,454
|
)
|
|
151
|
|
|
|
(3,987
|
)
|
|||||||
Change in fair value of interest rate swap agreements
|
4,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,183
|
|
|
—
|
|
|
|
|
||||||||
Net income (loss)
|
205,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
205,233
|
|
|
—
|
|
|
(65
|
)
|
|
|
550
|
|
|||||||
Noncontrolling interests dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(2,035
|
)
|
|||||||
Balance, September 30, 2018
|
$
|
1,938,876
|
|
|
286,221,058
|
|
|
$
|
2,862
|
|
|
$
|
4,261,187
|
|
|
$
|
(2,098,403
|
)
|
|
$
|
(228,260
|
)
|
|
$
|
1,490
|
|
|
|
$
|
94,745
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2018
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
163,953
|
|
|
$
|
205,718
|
|
Loss (Income) from discontinued operations
|
3,421
|
|
|
12,427
|
|
||
Adjustments to reconcile net income (loss) to cash flows from operating activities:
|
|
|
|
|
|
||
Depreciation
|
302,480
|
|
|
337,923
|
|
||
Amortization (includes amortization of deferred financing costs and discounts of $11,904 and $11,537 for the nine months ended September 30, 2017 and 2018, respectively)
|
90,743
|
|
|
148,209
|
|
||
Revenue reduction associated with amortization of permanent withdrawal fees and above- and below-market leases (see Note 2.b.)
|
8,627
|
|
|
12,430
|
|
||
Stock-based compensation expense
|
22,853
|
|
|
23,352
|
|
||
(Benefit) provision for deferred income taxes
|
(28,219
|
)
|
|
(783
|
)
|
||
Loss on early extinguishment of debt
|
48,298
|
|
|
—
|
|
||
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)
|
(2,532
|
)
|
|
(2,064
|
)
|
||
Gain on Russia and Ukraine Divestment (see Note 10)
|
(38,869
|
)
|
|
—
|
|
||
Foreign currency transactions and other, net
|
35,621
|
|
|
(1,271
|
)
|
||
(Increase) decrease in assets
|
(52,725
|
)
|
|
(24,247
|
)
|
||
(Decrease) increase in liabilities
|
(31,361
|
)
|
|
(86,156
|
)
|
||
Cash Flows from Operating Activities - Continuing Operations
|
522,290
|
|
|
625,538
|
|
||
Cash Flows from Operating Activities - Discontinued Operations
|
(3,421
|
)
|
|
(995
|
)
|
||
Cash Flows from Operating Activities
|
518,869
|
|
|
624,543
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
Capital expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)
|
(243,746
|
)
|
|
(329,953
|
)
|
||
Cash paid for acquisitions, net of cash acquired
|
(194,128
|
)
|
|
(1,711,011
|
)
|
||
Acquisition of customer relationships
|
(43,556
|
)
|
|
(38,829
|
)
|
||
Customer inducements (see Note 2.b.)
|
(13,331
|
)
|
|
(6,212
|
)
|
||
Contract fulfillment costs (see Note 2.c.)
|
—
|
|
|
(18,520
|
)
|
||
Net proceeds from divestments
|
2,423
|
|
|
1,019
|
|
||
Proceeds from sales of property and equipment and other, net (including real estate)
|
8,937
|
|
|
713
|
|
||
Cash Flows from Investing Activities - Continuing Operations
|
(483,401
|
)
|
|
(2,102,793
|
)
|
||
Cash Flows from Investing Activities - Discontinued Operations
|
—
|
|
|
—
|
|
||
Cash Flows from Investing Activities
|
(483,401
|
)
|
|
(2,102,793
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
Repayment of revolving credit facilities, term loan facilities and other debt
|
(9,662,160
|
)
|
|
(11,226,171
|
)
|
||
Proceeds from revolving credit facilities, term loan facilities and other debt
|
9,866,760
|
|
|
12,437,017
|
|
||
Early retirement of senior notes
|
(1,193,882
|
)
|
|
—
|
|
||
Net proceeds from sales of senior notes
|
1,320,183
|
|
|
—
|
|
||
Debt financing and equity contribution from noncontrolling interests
|
13,230
|
|
|
—
|
|
||
Debt repayment and equity distribution to noncontrolling interests
|
(3,601
|
)
|
|
(2,035
|
)
|
||
Parent cash dividends
|
(292,980
|
)
|
|
(505,403
|
)
|
||
Net proceeds associated with the Over-Allotment Option (see Note 9)
|
—
|
|
|
76,192
|
|
||
Net proceeds associated with the At the Market (ATM) Program
|
—
|
|
|
8,716
|
|
||
Net proceeds (payments) associated with employee stock-based awards
|
6,615
|
|
|
(2,800
|
)
|
||
Payment of debt financing and stock issuance costs
|
(12,685
|
)
|
|
(15,957
|
)
|
||
Cash Flows from Financing Activities - Continuing Operations
|
41,480
|
|
|
769,559
|
|
||
Cash Flows from Financing Activities - Discontinued Operations
|
—
|
|
|
—
|
|
||
Cash Flows from Financing Activities
|
41,480
|
|
|
769,559
|
|
||
Effect of Exchange Rates on Cash and Cash Equivalents
|
24,454
|
|
|
(19,332
|
)
|
||
Increase (Decrease) in Cash and Cash Equivalents
|
101,402
|
|
|
(728,023
|
)
|
||
Cash and Cash Equivalents, including Restricted Cash, Beginning of Period
|
236,484
|
|
|
925,699
|
|
||
Cash and Cash Equivalents, including Restricted Cash, End of Period
|
$
|
337,886
|
|
|
$
|
197,676
|
|
Supplemental Information:
|
|
|
|
|
|
||
Cash Paid for Interest
|
$
|
309,357
|
|
|
$
|
322,986
|
|
Cash Paid for Income Taxes, Net
|
$
|
67,716
|
|
|
$
|
49,061
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
||
Capital Leases
|
$
|
123,116
|
|
|
$
|
56,493
|
|
Accrued Capital Expenditures
|
$
|
50,085
|
|
|
$
|
60,062
|
|
Accrued Purchase Price and Other Holdbacks
|
$
|
—
|
|
|
$
|
27,919
|
|
Fair Value of Initial OSG Investment (see Note 10)
|
$
|
18,000
|
|
|
$
|
—
|
|
(Decrease) increase in Fair Value of OSG Investment (see Note 10)
|
$
|
(27
|
)
|
|
$
|
(25
|
)
|
Fair Value of Stock Issued for Fortrust Transaction
(as defined in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report)
|
$
|
83,014
|
|
|
$
|
—
|
|
Dividends Payable
|
$
|
151,972
|
|
|
$
|
174,136
|
|
|
North American
Records and Information Management Business |
|
North American
Data Management Business |
|
Western
European Business
|
|
Other International Business
|
|
Global Data Center Business
|
|
Corporate and Other Business
|
|
Total
Consolidated |
||||||||||||||
Gross Balance as of December 31, 2017
|
$
|
2,474,829
|
|
|
$
|
551,726
|
|
|
$
|
453,537
|
|
|
$
|
846,721
|
|
|
$
|
—
|
|
|
$
|
60,048
|
|
|
$
|
4,386,861
|
|
Deductible goodwill acquired during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,345
|
|
|
7,345
|
|
|||||||
Non-deductible goodwill acquired during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
19,340
|
|
|
455,434
|
|
|
—
|
|
|
474,774
|
|
|||||||
Goodwill allocated to IMFS Divestment (see Note 10)
|
(1,202
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,202
|
)
|
|||||||
Fair value and other adjustments(1)
|
(373
|
)
|
|
—
|
|
|
—
|
|
|
4,180
|
|
|
—
|
|
|
3,324
|
|
|
7,131
|
|
|||||||
Currency effects
|
(5,611
|
)
|
|
(1,545
|
)
|
|
(13,175
|
)
|
|
(57,979
|
)
|
|
(1,105
|
)
|
|
(740
|
)
|
|
(80,155
|
)
|
|||||||
Gross Balance as of September 30, 2018
|
$
|
2,467,643
|
|
|
$
|
550,181
|
|
|
$
|
440,362
|
|
|
$
|
812,262
|
|
|
$
|
454,329
|
|
|
$
|
69,977
|
|
|
$
|
4,794,754
|
|
Accumulated Amortization Balance as of December 31, 2017
|
$
|
205,383
|
|
|
$
|
53,875
|
|
|
$
|
57,048
|
|
|
$
|
288
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
316,594
|
|
Currency effects
|
(200
|
)
|
|
(50
|
)
|
|
(354
|
)
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(597
|
)
|
|||||||
Accumulated Amortization Balance as of September 30, 2018
|
$
|
205,183
|
|
|
$
|
53,825
|
|
|
$
|
56,694
|
|
|
$
|
295
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
315,997
|
|
Net Balance as of December 31, 2017
|
$
|
2,269,446
|
|
|
$
|
497,851
|
|
|
$
|
396,489
|
|
|
$
|
846,433
|
|
|
$
|
—
|
|
|
$
|
60,048
|
|
|
$
|
4,070,267
|
|
Net Balance as of September 30, 2018
|
$
|
2,262,460
|
|
|
$
|
496,356
|
|
|
$
|
383,668
|
|
|
$
|
811,967
|
|
|
$
|
454,329
|
|
|
$
|
69,977
|
|
|
$
|
4,478,757
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2017
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
|
$
|
135,420
|
|
Accumulated Goodwill Impairment Balance as of September 30, 2018
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
|
$
|
135,420
|
|
(1)
|
Total fair value and other adjustments include
$7,131
in net adjustments primarily related to property, plant and equipment, customer relationship intangible assets and deferred income taxes and other liabilities.
|
|
December 31, 2017
|
|
September 30, 2018
|
||||||||||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationship intangible assets
|
$
|
1,704,105
|
|
|
$
|
(395,278
|
)
|
|
$
|
1,308,827
|
|
|
$
|
1,693,426
|
|
|
$
|
(439,048
|
)
|
|
$
|
1,254,378
|
|
Customer inducements(1)
|
140,030
|
|
|
(66,981
|
)
|
|
73,049
|
|
|
56,288
|
|
|
(34,374
|
)
|
|
21,914
|
|
||||||
Data center lease-based intangible assets(2)
|
19,314
|
|
|
(643
|
)
|
|
18,671
|
|
|
276,565
|
|
|
(36,006
|
)
|
|
240,559
|
|
||||||
|
$
|
1,863,449
|
|
|
$
|
(462,902
|
)
|
|
$
|
1,400,547
|
|
|
$
|
2,026,279
|
|
|
$
|
(509,428
|
)
|
|
$
|
1,516,851
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Data center below-market leases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,355
|
|
|
$
|
(1,231
|
)
|
|
$
|
11,124
|
|
(1)
|
The gross carrying amount, accumulated amortization and net carrying amount of customer inducements as of December 31, 2017 includes Free Move Costs, which were capitalized as Customer Inducements prior to the adoption of ASU 2014-09. Subsequent to the adoption of ASU 2014-09, Free Move Costs are considered Contract Fulfillment Costs and Customer Inducements consist exclusively of Permanent Withdrawal Fees. Contract Fulfillment Costs are included in Other, a component of Other Assets, Net, in the accompanying Condensed Consolidated Balance Sheet as of September 30, 2018. See Note 2.c. for information regarding Contract Fulfillment Costs included in our Condensed Consolidated Balance Sheet as of September 30, 2018.
|
(2)
|
Includes Data Center In-Place Leases, Data Center Tenant Relationships and Data Center Above-Market Leases.
|
|
December 31, 2017
|
|
September 30, 2018
|
||||||||||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Other finite-lived intangible assets (included in other assets, net)
|
$
|
20,929
|
|
|
$
|
(10,728
|
)
|
|
$
|
10,201
|
|
|
$
|
20,284
|
|
|
$
|
(13,680
|
)
|
|
$
|
6,604
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Amortization expense included in depreciation and amortization associated with:
|
|
|
|
|
|
|
|
|
||||||||
Customer relationship and customer inducement intangible assets
|
|
$
|
26,889
|
|
|
$
|
26,782
|
|
|
$
|
74,299
|
|
|
$
|
84,401
|
|
Data center in-place leases and tenant relationships
|
|
—
|
|
|
12,036
|
|
|
—
|
|
|
30,437
|
|
||||
Other finite-lived intangible assets
|
|
1,051
|
|
|
642
|
|
|
4,540
|
|
|
3,486
|
|
||||
Revenue reduction associated with amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Permanent withdrawal fees
|
|
$
|
2,721
|
|
|
$
|
3,229
|
|
|
$
|
8,627
|
|
|
$
|
8,782
|
|
Data center above-market leases and data center below-market leases
|
|
—
|
|
|
1,276
|
|
|
—
|
|
|
3,648
|
|
|
|
|
|
January 1, 2018 (Date of Adoption of
ASU 2014-09)
|
|
|
September 30, 2018
|
||||||||||||||||||||
Description
|
|
Location in Balance Sheet
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intake Costs asset
|
|
Other (within Other Assets, Net)
|
|
$
|
31,604
|
|
|
$
|
(14,954
|
)
|
|
$
|
16,650
|
|
|
|
$
|
37,605
|
|
|
$
|
(22,185
|
)
|
|
$
|
15,420
|
|
Commissions asset
|
|
Other (within Other Assets, Net)
|
|
42,072
|
|
|
(21,173
|
)
|
|
20,899
|
|
|
|
53,877
|
|
|
(31,386
|
)
|
|
22,491
|
|
|
Three Month Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||
Intake Costs asset
|
$
|
2,294
|
|
|
$
|
7,915
|
|
||
Commissions asset
|
3,053
|
|
|
10,433
|
|
Description
|
|
Location in Balance Sheet
|
|
January 1, 2018 (Date of Adoption of ASU 2014-09)
|
|
September 30, 2018
|
||||
Deferred revenue - Current
|
|
Deferred revenue
|
|
$
|
9,671
|
|
|
$
|
9,510
|
|
Deferred revenue - Long-term
|
|
Other Long-term Liabilities
|
|
9,877
|
|
|
7,590
|
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2018
|
||||||||||||
|
As Reported
|
|
If ASU 2014-09 was not adopted
|
|
As Reported
|
|
If ASU 2014-09 was not adopted
|
||||||||
Revenues
|
$
|
1,060,991
|
|
|
$
|
1,059,319
|
|
|
$
|
3,164,272
|
|
|
$
|
3,158,191
|
|
Operating Income
|
$
|
195,746
|
|
|
$
|
193,578
|
|
|
$
|
563,664
|
|
|
$
|
560,561
|
|
Income from Continuing Operations
|
$
|
78,628
|
|
|
$
|
76,462
|
|
|
$
|
218,145
|
|
|
$
|
215,044
|
|
|
|
|
|
|
|
|
|
||||||||
Per Share Income from Continuing Operations - Basic
|
$
|
0.28
|
|
|
$
|
0.27
|
|
|
$
|
0.76
|
|
|
$
|
0.75
|
|
Per Share Income from Continuing Operations - Diluted
|
$
|
0.27
|
|
|
$
|
0.27
|
|
|
$
|
0.76
|
|
|
$
|
0.75
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
25
|
|
|
$
|
29
|
|
|
$
|
80
|
|
|
$
|
87
|
|
Selling, general and administrative expenses
|
7,736
|
|
|
7,250
|
|
|
22,773
|
|
|
23,265
|
|
||||
Total stock-based compensation
|
$
|
7,761
|
|
|
$
|
7,279
|
|
|
$
|
22,853
|
|
|
$
|
23,352
|
|
|
Stock Options
|
|
Outstanding at December 31, 2017
|
3,671,740
|
|
Granted
|
846,517
|
|
Exercised
|
(163,418
|
)
|
Forfeited
|
(38,533
|
)
|
Expired
|
(16,062
|
)
|
Outstanding at September 30, 2018
|
4,300,244
|
|
Options exercisable at September 30, 2018
|
2,388,037
|
|
Options expected to vest
|
1,817,579
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Fair value of RSUs vested
|
$
|
1,933
|
|
|
$
|
3,189
|
|
|
$
|
18,006
|
|
|
$
|
19,195
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Fair value of earned PUs that vested
|
$
|
52
|
|
|
$
|
84
|
|
|
$
|
957
|
|
|
$
|
3,117
|
|
|
Original
PU Awards |
|
PU Adjustment(1)
|
|
Total
PU Awards |
|||
Non-vested at December 31, 2017
|
717,878
|
|
|
(250,067
|
)
|
|
467,811
|
|
Granted
|
353,507
|
|
|
—
|
|
|
353,507
|
|
Vested
|
(81,305
|
)
|
|
—
|
|
|
(81,305
|
)
|
Forfeited/Performance or Market Conditions Not Achieved
|
(16,513
|
)
|
|
(49,881
|
)
|
|
(66,394
|
)
|
Non-vested at September 30, 2018
|
973,567
|
|
|
(299,948
|
)
|
|
673,619
|
|
(1)
|
Represents an increase or decrease in the number of original PUs awarded based on either the final performance criteria or market condition achievement at the end of the performance period of such PUs or a change in estimated awards based on the forecasted performance against the predefined targets.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Income (loss) from continuing operations
|
$
|
25,382
|
|
|
$
|
78,628
|
|
|
$
|
167,374
|
|
|
$
|
218,145
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
(21
|
)
|
|
(125
|
)
|
|
2,853
|
|
|
485
|
|
||||
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation)
|
$
|
25,403
|
|
|
$
|
78,753
|
|
|
$
|
164,521
|
|
|
$
|
217,660
|
|
(Loss) income from discontinued operations, net of tax
|
$
|
(1,058
|
)
|
|
$
|
(11,605
|
)
|
|
$
|
(3,421
|
)
|
|
$
|
(12,427
|
)
|
Net income (loss) attributable to Iron Mountain Incorporated
|
$
|
24,345
|
|
|
$
|
67,148
|
|
|
$
|
161,100
|
|
|
$
|
205,233
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares—basic
|
265,198,000
|
|
|
286,159,000
|
|
|
264,423,000
|
|
|
285,801,000
|
|
||||
Effect of dilutive potential stock options
|
414,258
|
|
|
264,451
|
|
|
423,688
|
|
|
250,574
|
|
||||
Effect of dilutive potential RSUs and PUs
|
526,725
|
|
|
558,891
|
|
|
446,002
|
|
|
463,583
|
|
||||
Weighted-average shares—diluted
|
266,138,983
|
|
|
286,982,342
|
|
|
265,292,690
|
|
|
286,515,157
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) per share—basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
0.10
|
|
|
$
|
0.28
|
|
|
$
|
0.62
|
|
|
$
|
0.76
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.04
|
)
|
||||
Net income (loss) attributable to Iron Mountain Incorporated(1)
|
$
|
0.09
|
|
|
$
|
0.23
|
|
|
$
|
0.61
|
|
|
$
|
0.72
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) per share—diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
0.10
|
|
|
$
|
0.27
|
|
|
$
|
0.62
|
|
|
$
|
0.76
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.04
|
)
|
||||
Net income (loss) attributable to Iron Mountain Incorporated(1)
|
$
|
0.09
|
|
|
$
|
0.23
|
|
|
$
|
0.61
|
|
|
$
|
0.72
|
|
|
|
|
|
|
|
|
|
||||||||
Antidilutive stock options, RSUs and PUs, excluded from the calculation
|
2,620,225
|
|
|
3,253,975
|
|
|
2,605,203
|
|
|
3,256,206
|
|
|
|
|
|
Fair Value Measurements at
December 31, 2017 Using |
||||||||||||||||
Description
|
|
Total Carrying
Value at
December 31,
2017
|
|
Quoted prices
in active
markets
(Level 1)
|
|
|
|
Significant other
observable
inputs
(Level 2)
|
|
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Money Market Funds(1)
|
|
$
|
585,000
|
|
|
$
|
—
|
|
|
|
|
$
|
585,000
|
|
|
|
|
$
|
—
|
|
Time Deposits(1)
|
|
24,482
|
|
|
—
|
|
|
|
|
24,482
|
|
|
|
|
—
|
|
||||
Trading Securities
|
|
11,784
|
|
|
11,279
|
|
|
(2)
|
|
505
|
|
|
(3)
|
|
—
|
|
||||
Derivative Assets(4)
|
|
1,579
|
|
|
—
|
|
|
|
|
1,579
|
|
|
|
|
—
|
|
||||
Derivative Liabilities(4)
|
|
2,329
|
|
|
—
|
|
|
|
|
2,329
|
|
|
|
|
—
|
|
|
|
|
|
Fair Value Measurements at
September 30, 2018 Using |
||||||||||||||||
Description
|
|
Total Carrying
Value at
September 30,
2018
|
|
Quoted prices
in active
markets
(Level 1)
|
|
|
|
Significant other
observable
inputs
(Level 2)
|
|
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Time Deposits(1)
|
|
$
|
5,661
|
|
|
$
|
—
|
|
|
|
|
$
|
5,661
|
|
|
|
|
$
|
—
|
|
Trading Securities
|
|
11,268
|
|
|
10,583
|
|
|
(2)
|
|
685
|
|
|
(3)
|
|
—
|
|
||||
Derivative Liabilities(4)
|
|
365
|
|
|
—
|
|
|
|
|
365
|
|
|
|
|
—
|
|
||||
Interest Rate Swap Agreements Assets(5)
|
|
4,183
|
|
|
—
|
|
|
|
|
4,183
|
|
|
|
|
—
|
|
(1)
|
Money market funds and time deposits are measured based on quoted prices for similar assets and/or subsequent transactions. At December 31, 2017, we had money market funds with
12
"Triple A" rated money market funds and time deposits with
seven
global banks. At September 30, 2018, we had
no
money market funds and time deposits with
seven
global banks.
|
(2)
|
Certain trading securities are measured at fair value using quoted market prices.
|
(3)
|
Certain trading securities are measured based on inputs other than quoted market prices that are observable.
|
(4)
|
Derivative assets and liabilities relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge certain of our foreign exchange intercompany exposures, as more fully disclosed in Note 3. We calculate the value of such forward contracts by adjusting the spot rate utilized at the balance sheet date for translation purposes by an estimate of the forward points observed in active markets.
|
(5)
|
We have entered into interest rate swap agreements to hedge certain of our interest rate exposures, as more fully disclosed in Note 3. The interest rate swap agreements are designated as cash flow hedges and are measured based on inputs other than quoted market prices that are observable.
|
|
Three Months Ended
September 30, 2017
|
|
Nine Months Ended
September 30, 2017
|
||||||||||||
|
Foreign
Currency Translation Adjustments |
|
Total
|
|
Foreign
Currency Translation Adjustments |
|
Total
|
||||||||
Beginning of Period
|
$
|
(153,590
|
)
|
|
$
|
(153,590
|
)
|
|
$
|
(212,573
|
)
|
|
$
|
(212,573
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments(1)
|
38,247
|
|
|
38,247
|
|
|
97,230
|
|
|
97,230
|
|
||||
Total other comprehensive income (loss)
|
38,247
|
|
|
38,247
|
|
|
97,230
|
|
|
97,230
|
|
||||
Balance as of September 30, 2017
|
$
|
(115,343
|
)
|
|
$
|
(115,343
|
)
|
|
$
|
(115,343
|
)
|
|
$
|
(115,343
|
)
|
(1)
|
During the nine months ended September 30, 2017, approximately
$29,100
of cumulative translation adjustments associated with our businesses in Russia and Ukraine was reclassified from accumulated other comprehensive items, net and was included in the gain on sale associated with the Russia and Ukraine Divestment (as defined and discussed more fully in Note 10).
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2018
|
||||||||||||||||||||
|
Foreign
Currency Translation Adjustments |
|
Fair Value Adjustments for Interest Rate Swap Agreements
|
|
Total
|
|
Foreign
Currency Translation Adjustments |
|
Fair Value Adjustments for Interest Rate Swap Agreements
|
|
Total
|
||||||||||||
Beginning of Period
|
$
|
(209,653
|
)
|
|
$
|
2,203
|
|
|
$
|
(207,450
|
)
|
|
$
|
(103,989
|
)
|
|
$
|
—
|
|
|
$
|
(103,989
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustments
|
(22,790
|
)
|
|
—
|
|
|
(22,790
|
)
|
|
(128,454
|
)
|
|
—
|
|
|
(128,454
|
)
|
||||||
Fair value adjustments for interest rate swap agreements
|
—
|
|
|
1,980
|
|
|
1,980
|
|
|
—
|
|
|
4,183
|
|
|
4,183
|
|
||||||
Total other comprehensive (loss) income
|
(22,790
|
)
|
|
1,980
|
|
|
(20,810
|
)
|
|
(128,454
|
)
|
|
4,183
|
|
|
(124,271
|
)
|
||||||
Balance as of September 30, 2018
|
$
|
(232,443
|
)
|
|
$
|
4,183
|
|
|
$
|
(228,260
|
)
|
|
$
|
(232,443
|
)
|
|
$
|
4,183
|
|
|
$
|
(228,260
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Foreign currency transaction losses (gains), net
|
$
|
11,865
|
|
|
$
|
664
|
|
|
$
|
27,900
|
|
|
$
|
3,825
|
|
Debt extinguishment expense
|
48,298
|
|
|
—
|
|
|
48,298
|
|
|
—
|
|
||||
Other, net
|
(684
|
)
|
|
(339
|
)
|
|
(42,449
|
)
|
|
(2,405
|
)
|
||||
|
$
|
59,479
|
|
|
$
|
325
|
|
|
$
|
33,749
|
|
|
$
|
1,420
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Net cash receipts (payments)
|
$
|
7,643
|
|
|
$
|
(3,347
|
)
|
|
$
|
8,536
|
|
|
$
|
(4,558
|
)
|
Derivatives Not Designated as Hedging Instruments
|
|
Balance Sheet Location
|
|
December 31, 2017
|
|
September 30, 2018
|
||||
Derivative assets
|
|
Prepaid expenses and other
|
|
$
|
1,579
|
|
|
$
|
—
|
|
Derivative liabilities
|
|
Accrued expenses
|
|
2,329
|
|
|
365
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Loss (Gain) Recognized in Income on Derivative
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Foreign exchange contracts
|
|
Other (income) expense, net
|
|
$
|
(5,748
|
)
|
|
$
|
616
|
|
|
$
|
(9,316
|
)
|
|
$
|
4,172
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Foreign exchange (losses) gains
|
|
$
|
(4,211
|
)
|
|
$
|
2,139
|
|
|
$
|
(12,359
|
)
|
|
$
|
6,761
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Total Revenues
|
$
|
1,000,059
|
|
|
$
|
1,060,995
|
|
|
$
|
2,957,539
|
|
|
$
|
3,167,747
|
|
Income from Continuing Operations
|
$
|
16,081
|
|
|
$
|
78,659
|
|
|
$
|
109,597
|
|
|
$
|
228,082
|
|
Per Share Income from Continuing Operations - Basic
|
$
|
0.06
|
|
|
$
|
0.28
|
|
|
$
|
0.38
|
|
|
$
|
0.80
|
|
Per Share Income from Continuing Operations - Diluted
|
$
|
0.06
|
|
|
$
|
0.27
|
|
|
$
|
0.38
|
|
|
$
|
0.79
|
|
|
|
IODC Transaction
|
|
Other Fiscal Year 2018 Acquisitions (excluding IODC)
|
|
Total
|
||||||
Cash Paid (gross of cash acquired)(1)
|
|
$
|
1,347,046
|
|
|
$
|
399,369
|
|
|
$
|
1,746,415
|
|
Purchase Price Holdbacks and Other
|
|
—
|
|
|
27,919
|
|
|
27,919
|
|
|||
Total Consideration
|
|
1,347,046
|
|
|
427,288
|
|
|
1,774,334
|
|
|||
Fair Value of Identifiable Assets Acquired:
|
|
|
|
|
|
|
||||||
Cash
|
|
34,227
|
|
|
8,354
|
|
|
42,581
|
|
|||
Accounts Receivable and Prepaid Expenses
|
|
7,070
|
|
|
6,275
|
|
|
13,345
|
|
|||
Property, Plant and Equipment(2)
|
|
863,027
|
|
|
202,273
|
|
|
1,065,300
|
|
|||
Customer Relationship Intangible Assets
|
|
—
|
|
|
27,927
|
|
|
27,927
|
|
|||
Data Center In-Place Leases
|
|
104,340
|
|
|
32,091
|
|
|
136,431
|
|
|||
Data Center Tenant Relationships
|
|
77,362
|
|
|
18,410
|
|
|
95,772
|
|
|||
Data Center Above-Market Leases
|
|
16,439
|
|
|
2,381
|
|
|
18,820
|
|
|||
Other Assets
|
|
—
|
|
|
282
|
|
|
282
|
|
|||
Debt Assumed
|
|
—
|
|
|
(19,941
|
)
|
|
(19,941
|
)
|
|||
Accounts Payable, Accrued Expenses and Other
Liabilities
|
|
(36,230
|
)
|
|
(6,132
|
)
|
|
(42,362
|
)
|
|||
Deferred Income Taxes
|
|
—
|
|
|
(32,649
|
)
|
|
(32,649
|
)
|
|||
Data Center Below-Market Leases
|
|
(11,421
|
)
|
|
(694
|
)
|
|
(12,115
|
)
|
|||
Other Liabilities
|
|
—
|
|
|
(1,176
|
)
|
|
(1,176
|
)
|
|||
Total Fair Value of Identifiable Net Assets Acquired
|
|
1,054,814
|
|
|
237,401
|
|
|
1,292,215
|
|
|||
Goodwill Initially Recorded(3)
|
|
$
|
292,232
|
|
|
$
|
189,887
|
|
|
$
|
482,119
|
|
(1)
|
Included in cash paid for acquisitions in the Condensed Consolidated Statement of Cash Flows for the
nine
months ended
September 30, 2018
is net cash acquired of
$42,581
and contingent and other payments, net of
$7,177
related to acquisitions made in previous years. The cash paid for the Accrued Purchase Price for the Santa Fe China Transaction (both as defined in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report) is included in cash flows from financing activities (as a component of repayment of revolving credit, term loan and bridge facilities and other debt) in the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2018.
|
(2)
|
Consists primarily of building, building improvements, leasehold improvements, data center infrastructure, racking structures and warehouse equipment. These assets are depreciated using the straight-line method with the useful lives as noted in Note 2.g. to Notes to Consolidated Financial Statements included in our Annual Report.
|
(1)
|
Collectively, as amended as described below, the "Credit Agreement". Of the
$821,470
of outstanding borrowings under the Revolving Credit Facility,
621,700
was denominated in United States dollars,
120,000
was denominated in Canadian dollars and
92,000
was denominated in Euros. In addition, we also had various outstanding letters of credit totaling
$43,359
. The remaining amount available for borrowing under the Revolving Credit Facility as of September 30, 2018 was
$885,171
(which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was
3.6%
as of
September 30, 2018
. The average interest rate in effect under the Revolving Credit Facility as of September 30, 2018 was
3.6%
and ranged from
1.8%
to
4.0%
and the interest rate in effect under the term loan ("Term Loan A") as of
September 30, 2018
was
3.9%
.
|
(2)
|
Interest rate in effect as of September 30, 2018 was
4.0%
. The amount of debt for the Term Loan B (as defined below) reflects an unamortized original issue discount of
$1,637
as of September 30, 2018.
|
(3)
|
Interest rate in effect as of September 30, 2018 was
5.9%
. We had
336,250
Australian dollars outstanding on the AUD Term Loan as of September 30, 2018. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of
$1,545
and
$1,845
as of December 31, 2017 and September 30, 2018, respectively.
|
(4)
|
Interest rate in effect as of September 30, 2018 was
3.0%
.
|
(5)
|
Collectively, the "Parent Notes".
|
(6)
|
Collectively, the "Unregistered Notes".
|
(7)
|
Interest rate in effect as of September 30, 2018 was
3.0%
.
|
(8)
|
Interest rate in effect as of September 30, 2018 was
3.5%
.
|
|
December 31, 2017
|
|
September 30, 2018
|
|
Maximum/Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.0
|
|
|
5.6
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
1.6
|
|
|
2.6
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.8
|
|
|
5.8
|
|
|
Maximum allowable of 6.5-7.0(1)(2)
|
Fixed charge coverage ratio
|
2.1
|
|
|
2.3
|
|
|
Minimum allowable of 1.5
|
(1)
|
The maximum allowable leverage ratio under our indentures for the 4
7
/
8
% Notes, the GBP Notes due 2025 and the 5
1
/
4
% Notes is
7.0
, while the maximum allowable leverage ratio under the indentures pertaining to our remaining senior and senior subordinated notes is
6.5
. In certain instances as provided in our indentures, we have the ability to incur additional indebtedness that would result in our bond leverage ratio exceeding the maximum allowable ratio under our indentures and still remain in compliance with the covenant.
|
(2)
|
At December 31, 2017, a portion of the net proceeds from the 5
1
/
4
% Notes, together with a portion of the net proceeds of the Equity Offering (as defined in Note 9), were used to temporarily repay approximately
$807,000
of outstanding indebtedness under our Revolving Credit Facility until the closing of the IODC Transaction, which occurred on January 10, 2018. The bond leverage ratio at December 31, 2017 is calculated based on our outstanding indebtedness at this date, which reflects the temporary payment of the Revolving Credit Facility.
|
|
December 31, 2017
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents(1)
|
$
|
2,433
|
|
|
$
|
634,317
|
|
|
$
|
383,675
|
|
|
$
|
(94,726
|
)
|
|
$
|
925,699
|
|
Accounts receivable
|
—
|
|
|
32,972
|
|
|
802,770
|
|
|
—
|
|
|
835,742
|
|
|||||
Intercompany receivable
|
332,293
|
|
|
149,731
|
|
|
—
|
|
|
(482,024
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
1,579
|
|
|
103,643
|
|
|
83,681
|
|
|
(29
|
)
|
|
188,874
|
|
|||||
Total Current Assets
|
336,305
|
|
|
920,663
|
|
|
1,270,126
|
|
|
(576,779
|
)
|
|
1,950,315
|
|
|||||
Property, Plant and Equipment, Net
|
316
|
|
|
2,030,875
|
|
|
1,386,488
|
|
|
—
|
|
|
3,417,679
|
|
|||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term notes receivable from affiliates and intercompany receivable
|
4,578,995
|
|
|
—
|
|
|
—
|
|
|
(4,578,995
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,858,045
|
|
|
885,999
|
|
|
—
|
|
|
(2,744,044
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
2,577,310
|
|
|
1,492,957
|
|
|
—
|
|
|
4,070,267
|
|
|||||
Other
|
—
|
|
|
796,913
|
|
|
737,228
|
|
|
—
|
|
|
1,534,141
|
|
|||||
Total Other Assets, Net
|
6,437,040
|
|
|
4,260,222
|
|
|
2,230,185
|
|
|
(7,323,039
|
)
|
|
5,604,408
|
|
|||||
Total Assets
|
$
|
6,773,661
|
|
|
$
|
7,211,760
|
|
|
$
|
4,886,799
|
|
|
$
|
(7,899,818
|
)
|
|
$
|
10,972,402
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Intercompany Payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
482,024
|
|
|
$
|
(482,024
|
)
|
|
$
|
—
|
|
Debit Balances Under Cash Pools
|
—
|
|
|
56,233
|
|
|
38,493
|
|
|
(94,726
|
)
|
|
—
|
|
|||||
Current Portion of Long-Term Debt
|
—
|
|
|
54,247
|
|
|
92,082
|
|
|
(29
|
)
|
|
146,300
|
|
|||||
Total Other Current Liabilities
|
235,062
|
|
|
527,549
|
|
|
421,262
|
|
|
—
|
|
|
1,183,873
|
|
|||||
Long-Term Debt, Net of Current Portion
|
4,232,759
|
|
|
758,166
|
|
|
1,906,046
|
|
|
—
|
|
|
6,896,971
|
|
|||||
Long-Term Notes Payable to Affiliates and Intercompany Payable
|
—
|
|
|
4,578,995
|
|
|
—
|
|
|
(4,578,995
|
)
|
|
—
|
|
|||||
Other Long-term Liabilities
|
—
|
|
|
113,024
|
|
|
241,974
|
|
|
—
|
|
|
354,998
|
|
|||||
Commitments and Contingencies (See Note 8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Redeemable Noncontrolling Interests
|
8,402
|
|
|
—
|
|
|
83,016
|
|
|
—
|
|
|
91,418
|
|
|||||
Total Iron Mountain Incorporated Stockholders' Equity
|
2,297,438
|
|
|
1,123,546
|
|
|
1,620,498
|
|
|
(2,744,044
|
)
|
|
2,297,438
|
|
|||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,404
|
|
|
—
|
|
|
1,404
|
|
|||||
Total Equity
|
2,297,438
|
|
|
1,123,546
|
|
|
1,621,902
|
|
|
(2,744,044
|
)
|
|
2,298,842
|
|
|||||
Total Liabilities and Equity
|
$
|
6,773,661
|
|
|
$
|
7,211,760
|
|
|
$
|
4,886,799
|
|
|
$
|
(7,899,818
|
)
|
|
$
|
10,972,402
|
|
(1)
|
Included within Cash and Cash Equivalents at December 31, 2017 is approximately
$38,400
and
$62,000
of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively.
|
|
September 30, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents(1)
|
$
|
260
|
|
|
$
|
48,069
|
|
|
$
|
242,852
|
|
|
$
|
(93,505
|
)
|
|
$
|
197,676
|
|
Accounts receivable
|
—
|
|
|
76,060
|
|
|
771,392
|
|
|
—
|
|
|
847,452
|
|
|||||
Intercompany receivable
|
—
|
|
|
749,032
|
|
|
—
|
|
|
(749,032
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
—
|
|
|
85,000
|
|
|
85,876
|
|
|
(29
|
)
|
|
170,847
|
|
|||||
Total Current Assets
|
260
|
|
|
958,161
|
|
|
1,100,120
|
|
|
(842,566
|
)
|
|
1,215,975
|
|
|||||
Property, Plant and Equipment, Net
|
219
|
|
|
2,959,776
|
|
|
1,464,698
|
|
|
—
|
|
|
4,424,693
|
|
|||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term notes receivable from affiliates and intercompany receivable
|
4,853,817
|
|
|
—
|
|
|
—
|
|
|
(4,853,817
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,895,286
|
|
|
954,931
|
|
|
—
|
|
|
(2,850,217
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
2,878,792
|
|
|
1,599,965
|
|
|
—
|
|
|
4,478,757
|
|
|||||
Other
|
4,183
|
|
|
940,845
|
|
|
741,516
|
|
|
—
|
|
|
1,686,544
|
|
|||||
Total Other Assets, Net
|
6,753,286
|
|
|
4,774,568
|
|
|
2,341,481
|
|
|
(7,704,034
|
)
|
|
6,165,301
|
|
|||||
Total Assets
|
$
|
6,753,765
|
|
|
$
|
8,692,505
|
|
|
$
|
4,906,299
|
|
|
$
|
(8,546,600
|
)
|
|
$
|
11,805,969
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Intercompany Payable
|
$
|
371,305
|
|
|
$
|
—
|
|
|
$
|
377,727
|
|
|
$
|
(749,032
|
)
|
|
$
|
—
|
|
Debit Balances Under Cash Pools
|
—
|
|
|
55,401
|
|
|
38,104
|
|
|
(93,505
|
)
|
|
—
|
|
|||||
Current Portion of Long-Term Debt
|
—
|
|
|
59,937
|
|
|
61,787
|
|
|
(29
|
)
|
|
121,695
|
|
|||||
Total Other Current Liabilities
|
200,605
|
|
|
557,786
|
|
|
367,266
|
|
|
—
|
|
|
1,125,657
|
|
|||||
Long-Term Debt, Net of Current Portion
|
4,226,759
|
|
|
1,858,545
|
|
|
2,023,875
|
|
|
—
|
|
|
8,109,179
|
|
|||||
Long-Term Notes Payable to Affiliates and Intercompany Payable
|
—
|
|
|
4,853,817
|
|
|
—
|
|
|
(4,853,817
|
)
|
|
—
|
|
|||||
Other Long-term Liabilities
|
—
|
|
|
114,540
|
|
|
301,277
|
|
|
—
|
|
|
415,817
|
|
|||||
Commitments and Contingencies (See Note 8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Redeemable Noncontrolling Interests
|
17,710
|
|
|
—
|
|
|
77,035
|
|
|
—
|
|
|
94,745
|
|
|||||
Total Iron Mountain Incorporated Stockholders' Equity
|
1,937,386
|
|
|
1,192,479
|
|
|
1,657,738
|
|
|
(2,850,217
|
)
|
|
1,937,386
|
|
|||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,490
|
|
|
—
|
|
|
1,490
|
|
|||||
Total Equity
|
1,937,386
|
|
|
1,192,479
|
|
|
1,659,228
|
|
|
(2,850,217
|
)
|
|
1,938,876
|
|
|||||
Total Liabilities and Equity
|
$
|
6,753,765
|
|
|
$
|
8,692,505
|
|
|
$
|
4,906,299
|
|
|
$
|
(8,546,600
|
)
|
|
$
|
11,805,969
|
|
(1)
|
Included within Cash and Cash Equivalents at September 30, 2018 is approximately
$39,800
and
$58,200
of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively.
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Storage rental and service (excluding intercompany)
|
$
|
—
|
|
|
$
|
573,126
|
|
|
$
|
392,535
|
|
|
$
|
—
|
|
|
$
|
965,661
|
|
||
Intercompany
|
—
|
|
|
1,148
|
|
|
5,021
|
|
|
(6,169
|
)
|
|
—
|
|
|||||||
Total Revenues
|
—
|
|
|
574,274
|
|
|
397,556
|
|
|
(6,169
|
)
|
|
965,661
|
|
|||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative
|
(203
|
)
|
|
391,847
|
|
|
269,040
|
|
|
—
|
|
|
660,684
|
|
|||||||
Intercompany
|
—
|
|
|
5,021
|
|
|
1,148
|
|
|
(6,169
|
)
|
|
—
|
|
|||||||
Depreciation and amortization
|
45
|
|
|
74,470
|
|
|
53,998
|
|
|
—
|
|
|
128,513
|
|
|||||||
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
|
—
|
|
|
(385
|
)
|
|
93
|
|
|
—
|
|
|
(292
|
)
|
|||||||
Total Operating Expenses
|
(158
|
)
|
—
|
|
470,953
|
|
—
|
|
324,279
|
|
|
(6,169
|
)
|
|
788,905
|
|
|||||
Operating Income (Loss)
|
158
|
|
|
103,321
|
|
|
73,277
|
|
|
—
|
|
|
176,756
|
|
|||||||
Interest Expense (Income), Net
|
41,369
|
|
|
(1,705
|
)
|
|
49,325
|
|
|
—
|
|
|
88,989
|
|
|||||||
Other Expense (Income), Net
|
43,258
|
|
|
5,547
|
|
|
10,674
|
|
|
—
|
|
|
59,479
|
|
|||||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Loss (Gain) on Sale of Real Estate
|
(84,469
|
)
|
|
99,479
|
|
|
13,278
|
|
|
—
|
|
|
28,288
|
|
|||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
6,138
|
|
|
(3,870
|
)
|
|
—
|
|
|
2,268
|
|
|||||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
—
|
|
|
638
|
|
|
—
|
|
|
638
|
|
|||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(108,814
|
)
|
|
(16,019
|
)
|
|
—
|
|
|
124,833
|
|
|
—
|
|
|||||||
Income (Loss) from Continuing Operations
|
24,345
|
|
|
109,360
|
|
|
16,510
|
|
|
(124,833
|
)
|
|
25,382
|
|
|||||||
(Loss) Income from Discontinued Operations
|
—
|
|
|
(678
|
)
|
|
(380
|
)
|
|
—
|
|
|
(1,058
|
)
|
|||||||
Net Income (Loss)
|
24,345
|
|
|
108,682
|
|
|
16,130
|
|
|
(124,833
|
)
|
|
24,324
|
|
|||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
24,345
|
|
|
$
|
108,682
|
|
|
$
|
16,151
|
|
|
$
|
(124,833
|
)
|
|
$
|
24,345
|
|
||
Net Income (Loss)
|
$
|
24,345
|
|
|
$
|
108,682
|
|
|
$
|
16,130
|
|
|
$
|
(124,833
|
)
|
|
$
|
24,324
|
|
||
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
(4,211
|
)
|
|
—
|
|
|
41,752
|
|
|
—
|
|
|
37,541
|
|
|||||||
Equity in Other Comprehensive Income (Loss) of Subsidiaries
|
42,458
|
|
|
30,804
|
|
|
—
|
|
|
(73,262
|
)
|
|
—
|
|
|||||||
Total Other Comprehensive Income (Loss)
|
38,247
|
|
|
30,804
|
|
|
41,752
|
|
|
(73,262
|
)
|
|
37,541
|
|
|||||||
Comprehensive Income (Loss)
|
62,592
|
|
|
139,486
|
|
|
57,882
|
|
|
(198,095
|
)
|
|
61,865
|
|
|||||||
Comprehensive (Loss) Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
(727
|
)
|
|
—
|
|
|
(727
|
)
|
|||||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
62,592
|
|
|
$
|
139,486
|
|
|
$
|
58,609
|
|
|
$
|
(198,095
|
)
|
|
$
|
62,592
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Storage rental and service (excluding intercompany)
|
$
|
—
|
|
|
$
|
652,422
|
|
|
$
|
408,569
|
|
|
$
|
—
|
|
|
$
|
1,060,991
|
|
Intercompany
|
—
|
|
|
1,192
|
|
|
4,330
|
|
|
(5,522
|
)
|
|
—
|
|
|||||
Total Revenues
|
—
|
|
|
653,614
|
|
|
412,899
|
|
|
(5,522
|
)
|
|
1,060,991
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative
|
(427
|
)
|
|
430,179
|
|
|
276,736
|
|
|
—
|
|
|
706,488
|
|
|||||
Intercompany
|
—
|
|
|
4,330
|
|
|
1,192
|
|
|
(5,522
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
31
|
|
|
99,949
|
|
|
57,817
|
|
|
—
|
|
|
157,797
|
|
|||||
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
|
—
|
|
|
(321
|
)
|
|
1,281
|
|
|
—
|
|
|
960
|
|
|||||
Total Operating Expenses
|
(396
|
)
|
|
534,137
|
|
|
337,026
|
|
|
(5,522
|
)
|
|
865,245
|
|
|||||
Operating (Loss) Income
|
396
|
|
|
119,477
|
|
|
75,873
|
|
|
—
|
|
|
195,746
|
|
|||||
Interest Expense (Income), Net
|
49,964
|
|
|
3,041
|
|
|
50,836
|
|
|
—
|
|
|
103,841
|
|
|||||
Other Expense (Income), Net
|
439
|
|
|
3,792
|
|
|
(3,906
|
)
|
|
—
|
|
|
325
|
|
|||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and (Gain) Loss on Sale of Real Estate
|
(50,007
|
)
|
|
112,644
|
|
|
28,943
|
|
|
—
|
|
|
91,580
|
|
|||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
8,287
|
|
|
6,013
|
|
|
—
|
|
|
14,300
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
(1,348
|
)
|
|
—
|
|
|
—
|
|
|
(1,348
|
)
|
|||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(117,155
|
)
|
|
(26,693
|
)
|
|
—
|
|
|
143,848
|
|
|
—
|
|
|||||
Income (Loss) from Continuing Operations
|
67,148
|
|
|
132,398
|
|
|
22,930
|
|
|
(143,848
|
)
|
|
78,628
|
|
|||||
(Loss) Income from Discontinued Operations, Net of Tax
|
—
|
|
|
(11,588
|
)
|
|
(17
|
)
|
|
—
|
|
|
(11,605
|
)
|
|||||
Net Income (Loss)
|
67,148
|
|
|
120,810
|
|
|
22,913
|
|
|
(143,848
|
)
|
|
67,023
|
|
|||||
Less: Net (Loss) Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
—
|
|
|
(125
|
)
|
|||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
67,148
|
|
|
$
|
120,810
|
|
|
$
|
23,038
|
|
|
$
|
(143,848
|
)
|
|
$
|
67,148
|
|
Net Income (Loss)
|
$
|
67,148
|
|
|
$
|
120,810
|
|
|
$
|
22,913
|
|
|
$
|
(143,848
|
)
|
|
$
|
67,023
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign Currency Translation Adjustments
|
2,139
|
|
|
—
|
|
|
(26,908
|
)
|
|
—
|
|
|
(24,769
|
)
|
|||||
Change in fair value of interest rate swap agreements
|
1,980
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,980
|
|
|||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
(24,929
|
)
|
|
(14,443
|
)
|
|
—
|
|
|
39,372
|
|
|
—
|
|
|||||
Total Other Comprehensive (Loss) Income
|
(20,810
|
)
|
|
(14,443
|
)
|
|
(26,908
|
)
|
|
39,372
|
|
|
(22,789
|
)
|
|||||
Comprehensive Income (Loss)
|
46,338
|
|
|
106,367
|
|
|
(3,995
|
)
|
|
(104,476
|
)
|
|
44,234
|
|
|||||
Comprehensive (Loss) Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
(2,104
|
)
|
|
—
|
|
|
(2,104
|
)
|
|||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
46,338
|
|
|
$
|
106,367
|
|
|
$
|
(1,891
|
)
|
|
$
|
(104,476
|
)
|
|
$
|
46,338
|
|
|
Nine Months Ended September 30, 2017
|
|||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Storage rental and service (excluding intercompany)
|
$
|
—
|
|
|
$
|
1,714,897
|
|
|
$
|
1,139,446
|
|
|
$
|
—
|
|
|
$
|
2,854,343
|
|
|
Intercompany
|
—
|
|
|
3,386
|
|
|
18,217
|
|
|
(21,603
|
)
|
|
—
|
|
||||||
Total Revenues
|
—
|
|
|
1,718,283
|
|
|
1,157,663
|
|
|
(21,603
|
)
|
|
2,854,343
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative
|
149
|
|
|
1,183,560
|
|
|
795,577
|
|
|
—
|
|
|
1,979,286
|
|
||||||
Intercompany
|
—
|
|
|
18,217
|
|
|
3,386
|
|
|
(21,603
|
)
|
|
—
|
|
||||||
Depreciation and amortization
|
134
|
|
|
225,760
|
|
|
155,425
|
|
|
—
|
|
|
381,319
|
|
||||||
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
|
—
|
|
|
(1,179
|
)
|
|
212
|
|
—
|
|
—
|
|
|
(967
|
)
|
|||||
Total Operating Expenses
|
283
|
|
|
1,426,358
|
|
|
954,600
|
|
|
(21,603
|
)
|
|
2,359,638
|
|
||||||
Operating (Loss) Income
|
(283
|
)
|
|
291,925
|
|
|
203,063
|
|
|
—
|
|
|
494,705
|
|
||||||
Interest Expense (Income), Net
|
124,530
|
|
|
10,653
|
|
|
129,827
|
|
|
—
|
|
|
265,010
|
|
||||||
Other Expense (Income), Net
|
43,678
|
|
|
8,609
|
|
|
(18,538
|
)
|
|
—
|
|
|
33,749
|
|
||||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and (Gain) Loss on Sale of Real Estate
|
(168,491
|
)
|
|
272,663
|
|
|
91,774
|
|
|
—
|
|
|
195,946
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
19,318
|
|
|
10,179
|
|
|
—
|
|
|
29,497
|
|
||||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
—
|
|
|
(925
|
)
|
|
—
|
|
|
(925
|
)
|
||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(329,591
|
)
|
|
(69,394
|
)
|
|
—
|
|
|
398,985
|
|
|
—
|
|
||||||
Income (Loss) from Continuing Operations
|
161,100
|
|
|
322,739
|
|
|
82,520
|
|
|
(398,985
|
)
|
|
167,374
|
|
||||||
(Loss) Income from Discontinued Operations
|
—
|
|
|
(1,635
|
)
|
|
(1,786
|
)
|
|
—
|
|
|
(3,421
|
)
|
||||||
Net Income (Loss)
|
161,100
|
|
|
321,104
|
|
|
80,734
|
|
|
(398,985
|
)
|
|
163,953
|
|
||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
2,853
|
|
|
—
|
|
|
2,853
|
|
||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
161,100
|
|
|
$
|
321,104
|
|
|
$
|
77,881
|
|
|
$
|
(398,985
|
)
|
|
$
|
161,100
|
|
|
Net Income (Loss)
|
$
|
161,100
|
|
|
$
|
321,104
|
|
|
$
|
80,734
|
|
|
$
|
(398,985
|
)
|
|
$
|
163,953
|
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign Currency Translation Adjustments
|
(12,359
|
)
|
|
—
|
|
|
108,222
|
|
|
—
|
|
|
95,863
|
|
||||||
Equity in Other Comprehensive Income (Loss) of Subsidiaries
|
109,589
|
|
|
70,557
|
|
|
—
|
|
|
(180,146
|
)
|
|
—
|
|
||||||
Total Other Comprehensive Income (Loss)
|
97,230
|
|
|
70,557
|
|
|
108,222
|
|
|
(180,146
|
)
|
|
95,863
|
|
||||||
Comprehensive Income (Loss)
|
258,330
|
|
|
391,661
|
|
|
188,956
|
|
|
(579,131
|
)
|
|
259,816
|
|
||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,486
|
|
|
—
|
|
|
1,486
|
|
||||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
258,330
|
|
|
$
|
391,661
|
|
|
$
|
187,470
|
|
|
$
|
(579,131
|
)
|
|
$
|
258,330
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Storage rental and service (excluding intercompany)
|
$
|
—
|
|
|
$
|
1,920,980
|
|
|
$
|
1,243,292
|
|
|
$
|
—
|
|
|
$
|
3,164,272
|
|
Intercompany
|
—
|
|
|
3,613
|
|
|
13,126
|
|
|
(16,739
|
)
|
|
—
|
|
|||||
Total Revenues
|
—
|
|
|
1,924,593
|
|
|
1,256,418
|
|
|
(16,739
|
)
|
|
3,164,272
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative
|
(348
|
)
|
|
1,280,789
|
|
|
846,288
|
|
|
—
|
|
|
2,126,729
|
|
|||||
Intercompany
|
—
|
|
|
13,126
|
|
|
3,613
|
|
|
(16,739
|
)
|
|
—
|
|
|||||
Depreciation and amortization
|
96
|
|
|
298,565
|
|
|
175,934
|
|
|
—
|
|
|
474,595
|
|
|||||
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net
|
—
|
|
|
(1,139
|
)
|
|
423
|
|
|
—
|
|
|
(716
|
)
|
|||||
Total Operating Expenses
|
(252
|
)
|
|
1,591,341
|
|
|
1,026,258
|
|
|
(16,739
|
)
|
|
2,600,608
|
|
|||||
Operating (Loss) Income
|
252
|
|
|
333,252
|
|
|
230,160
|
|
|
—
|
|
|
563,664
|
|
|||||
Interest Expense (Income), Net
|
150,218
|
|
|
4,538
|
|
|
148,818
|
|
|
—
|
|
|
303,574
|
|
|||||
Other Expense (Income), Net
|
2,049
|
|
|
11,927
|
|
|
(12,556
|
)
|
|
—
|
|
|
1,420
|
|
|||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and (Gain) Loss on Sale of Real Estate
|
(152,015
|
)
|
|
316,787
|
|
|
93,898
|
|
|
—
|
|
|
258,670
|
|
|||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
14,084
|
|
|
27,789
|
|
|
—
|
|
|
41,873
|
|
|||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
(1,348
|
)
|
|
—
|
|
|
—
|
|
|
(1,348
|
)
|
|||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(357,248
|
)
|
|
(63,539
|
)
|
|
—
|
|
|
420,787
|
|
|
—
|
|
|||||
Income (Loss) from Continuing Operations
|
205,233
|
|
|
367,590
|
|
|
66,109
|
|
|
(420,787
|
)
|
|
218,145
|
|
|||||
(Loss) Income from Discontinued Operations, Net of Tax
|
—
|
|
|
(12,283
|
)
|
|
(144
|
)
|
|
—
|
|
|
(12,427
|
)
|
|||||
Net Income (Loss)
|
205,233
|
|
|
355,307
|
|
|
65,965
|
|
|
(420,787
|
)
|
|
205,718
|
|
|||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
485
|
|
|||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
205,233
|
|
|
$
|
355,307
|
|
|
$
|
65,480
|
|
|
$
|
(420,787
|
)
|
|
$
|
205,233
|
|
Net Income (Loss)
|
$
|
205,233
|
|
|
$
|
355,307
|
|
|
$
|
65,965
|
|
|
$
|
(420,787
|
)
|
|
$
|
205,718
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign Currency Translation Adjustments
|
6,761
|
|
|
—
|
|
|
(139,051
|
)
|
|
—
|
|
|
(132,290
|
)
|
|||||
Change in fair value of interest rate swap agreements
|
4,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,183
|
|
|||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
(135,215
|
)
|
|
(105,967
|
)
|
|
—
|
|
|
241,182
|
|
|
—
|
|
|||||
Total Other Comprehensive Income (Loss)
|
(124,271
|
)
|
|
(105,967
|
)
|
|
(139,051
|
)
|
|
241,182
|
|
|
(128,107
|
)
|
|||||
Comprehensive Income (Loss)
|
80,962
|
|
|
249,340
|
|
|
(73,086
|
)
|
|
(179,605
|
)
|
|
77,611
|
|
|||||
Comprehensive (Loss) Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
(3,351
|
)
|
|
—
|
|
|
(3,351
|
)
|
|||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
80,962
|
|
|
$
|
249,340
|
|
|
$
|
(69,735
|
)
|
|
$
|
(179,605
|
)
|
|
$
|
80,962
|
|
|
Nine Months Ended September 30, 2017
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Flows from Operating Activities—Continuing Operations
|
$
|
(139,843
|
)
|
|
$
|
512,521
|
|
|
$
|
149,612
|
|
|
$
|
—
|
|
|
$
|
522,290
|
|
Cash Flows from Operating Activities—Discontinued Operations
|
—
|
|
|
(1,635
|
)
|
|
(1,786
|
)
|
|
—
|
|
|
(3,421
|
)
|
|||||
Cash Flows from Operating Activities
|
(139,843
|
)
|
|
510,886
|
|
|
147,826
|
|
|
—
|
|
|
518,869
|
|
|||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
(175,912
|
)
|
|
(67,834
|
)
|
|
—
|
|
|
(243,746
|
)
|
|||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(95,137
|
)
|
|
(98,991
|
)
|
|
—
|
|
|
(194,128
|
)
|
|||||
Intercompany loans to subsidiaries
|
192,808
|
|
|
(124,082
|
)
|
|
—
|
|
|
(68,726
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
(16,170
|
)
|
|
—
|
|
|
—
|
|
|
16,170
|
|
|
—
|
|
|||||
Acquisitions of customer relationships and customer inducements
|
—
|
|
|
(54,493
|
)
|
|
(2,394
|
)
|
|
—
|
|
|
(56,887
|
)
|
|||||
Net proceeds from Divestments (see Note 10)
|
—
|
|
|
—
|
|
|
2,423
|
|
|
—
|
|
|
2,423
|
|
|||||
Proceeds from sales of property and equipment and other, net (including real estate)
|
—
|
|
|
12,947
|
|
|
(4,010
|
)
|
|
—
|
|
|
8,937
|
|
|||||
Cash Flows from Investing Activities—Continuing Operations
|
176,638
|
|
|
(436,677
|
)
|
|
(170,806
|
)
|
|
(52,556
|
)
|
|
(483,401
|
)
|
|||||
Cash Flows from Investing Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Investing Activities
|
176,638
|
|
|
(436,677
|
)
|
|
(170,806
|
)
|
|
(52,556
|
)
|
|
(483,401
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayment of revolving credit facilities, term loan facilities and other debt
|
(262,579
|
)
|
|
(5,299,475
|
)
|
|
(4,100,106
|
)
|
|
—
|
|
|
(9,662,160
|
)
|
|||||
Proceeds from revolving credit facilities, term loan facilities and other debt
|
224,660
|
|
|
5,386,028
|
|
|
4,256,072
|
|
|
—
|
|
|
9,866,760
|
|
|||||
Early retirement of senior notes
|
(1,031,554
|
)
|
|
—
|
|
|
(162,328
|
)
|
|
—
|
|
|
(1,193,882
|
)
|
|||||
Net proceeds from sales of senior notes
|
1,320,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,320,183
|
|
|||||
Debit balances (payments) under cash pools
|
—
|
|
|
73,104
|
|
|
36,168
|
|
|
(109,272
|
)
|
|
—
|
|
|||||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
|
—
|
|
|
—
|
|
|
9,629
|
|
|
—
|
|
|
9,629
|
|
|||||
Intercompany loans from parent
|
—
|
|
|
(199,602
|
)
|
|
130,876
|
|
|
68,726
|
|
|
—
|
|
|||||
Equity contribution from parent
|
—
|
|
|
—
|
|
|
16,170
|
|
|
(16,170
|
)
|
|
—
|
|
|||||
Parent cash dividends
|
(292,980
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(292,980
|
)
|
|||||
Net proceeds (payments) associated with employee stock-based awards
|
6,615
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,615
|
|
|||||
Payment of debt financing and stock issuance costs
|
(1,513
|
)
|
|
(10,892
|
)
|
|
(280
|
)
|
|
—
|
|
|
(12,685
|
)
|
|||||
Cash Flows from Financing Activities—Continuing Operations
|
(37,168
|
)
|
|
(50,837
|
)
|
|
186,201
|
|
|
(56,716
|
)
|
|
41,480
|
|
|||||
Cash Flows from Financing Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Financing Activities
|
(37,168
|
)
|
|
(50,837
|
)
|
|
186,201
|
|
|
(56,716
|
)
|
|
41,480
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
24,454
|
|
|
—
|
|
|
24,454
|
|
|||||
(Decrease) Increase in cash and cash equivalents
|
(373
|
)
|
|
23,372
|
|
|
187,675
|
|
|
(109,272
|
)
|
|
101,402
|
|
|||||
Cash and cash equivalents, beginning of period
|
2,405
|
|
|
23,380
|
|
|
210,699
|
|
|
—
|
|
|
236,484
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
2,032
|
|
|
$
|
46,752
|
|
|
$
|
398,374
|
|
|
$
|
(109,272
|
)
|
|
$
|
337,886
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Flows from Operating Activities—Continuing Operations
|
$
|
(208,384
|
)
|
|
$
|
644,164
|
|
|
$
|
189,758
|
|
|
$
|
—
|
|
|
$
|
625,538
|
|
Cash Flows from Operating Activities—Discontinued Operations
|
—
|
|
|
(995
|
)
|
|
—
|
|
|
—
|
|
|
(995
|
)
|
|||||
Cash Flows from Operating Activities
|
(208,384
|
)
|
|
643,169
|
|
|
189,758
|
|
|
—
|
|
|
624,543
|
|
|||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
(224,123
|
)
|
|
(105,830
|
)
|
|
—
|
|
|
(329,953
|
)
|
|||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(1,332,235
|
)
|
|
(378,776
|
)
|
|
—
|
|
|
(1,711,011
|
)
|
|||||
Intercompany loans to subsidiaries
|
629,918
|
|
|
(23,092
|
)
|
|
—
|
|
|
(606,826
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles
|
—
|
|
|
(44,530
|
)
|
|
(19,031
|
)
|
|
—
|
|
|
(63,561
|
)
|
|||||
Net proceeds from Divestments (see Note 10)
|
—
|
|
|
1,019
|
|
|
—
|
|
|
—
|
|
|
1,019
|
|
|||||
Proceeds from sales of property and equipment and other, net (including real estate)
|
—
|
|
|
283
|
|
|
430
|
|
|
—
|
|
|
713
|
|
|||||
Cash Flows from Investing Activities—Continuing Operations
|
629,918
|
|
|
(1,622,678
|
)
|
|
(503,207
|
)
|
|
(606,826
|
)
|
|
(2,102,793
|
)
|
|||||
Cash Flows from Investing Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Investing Activities
|
629,918
|
|
|
(1,622,678
|
)
|
|
(503,207
|
)
|
|
(606,826
|
)
|
|
(2,102,793
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayment of revolving credit facilities, term loan facilities and other debt
|
—
|
|
|
(5,386,024
|
)
|
|
(5,840,147
|
)
|
|
—
|
|
|
(11,226,171
|
)
|
|||||
Proceeds from revolving credit facilities, term loan facilities and other debt
|
—
|
|
|
6,455,964
|
|
|
5,981,053
|
|
|
—
|
|
|
12,437,017
|
|
|||||
Debit (payments) balances under cash pools
|
—
|
|
|
(832
|
)
|
|
(389
|
)
|
|
1,221
|
|
|
—
|
|
|||||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
|
—
|
|
|
—
|
|
|
(2,035
|
)
|
|
—
|
|
|
(2,035
|
)
|
|||||
Intercompany loans from parent
|
—
|
|
|
(663,459
|
)
|
|
56,633
|
|
|
606,826
|
|
|
—
|
|
|||||
Parent cash dividends
|
(505,403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(505,403
|
)
|
|||||
Net (payments) proceeds associated with employee stock-based awards
|
(2,800
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,800
|
)
|
|||||
Net proceeds associated with the Over-Allotment Option exercise
|
76,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,192
|
|
|||||
Net proceeds associated with the At the Market (ATM) Program
|
8,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,716
|
|
|||||
Payment of debt financing and stock issuance costs
|
(412
|
)
|
|
(12,388
|
)
|
|
(3,157
|
)
|
|
—
|
|
|
(15,957
|
)
|
|||||
Cash Flows from Financing Activities—Continuing Operations
|
(423,707
|
)
|
|
393,261
|
|
|
191,958
|
|
|
608,047
|
|
|
769,559
|
|
|||||
Cash Flows from Financing Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Financing Activities
|
(423,707
|
)
|
|
393,261
|
|
|
191,958
|
|
|
608,047
|
|
|
769,559
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(19,332
|
)
|
|
—
|
|
|
(19,332
|
)
|
|||||
Increase (Decrease) in cash and cash equivalents
|
(2,173
|
)
|
|
(586,248
|
)
|
|
(140,823
|
)
|
|
1,221
|
|
|
(728,023
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
2,433
|
|
|
634,317
|
|
|
383,675
|
|
|
(94,726
|
)
|
|
925,699
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
260
|
|
|
$
|
48,069
|
|
|
$
|
242,852
|
|
|
$
|
(93,505
|
)
|
|
$
|
197,676
|
|
•
|
North American Records and Information Management Business
|
•
|
North American Data Management Business
|
•
|
Western European Business
|
•
|
Other International Business
|
•
|
Global Data Center Business
|
•
|
Corporate and Other Business
|
|
|
North American
Records and Information Management Business |
|
North American
Data Management Business |
|
Western European Business
|
|
Other International Business
|
|
Global Data Center Business
|
|
Corporate
and Other
Business
|
|
Total
Consolidated |
||||||||||||||
For the Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Revenues
|
|
$
|
513,567
|
|
|
$
|
101,230
|
|
|
$
|
128,082
|
|
|
$
|
199,698
|
|
|
$
|
8,249
|
|
|
$
|
14,835
|
|
|
$
|
965,661
|
|
Storage Rental
|
|
308,822
|
|
|
70,075
|
|
|
78,012
|
|
|
125,903
|
|
|
7,761
|
|
|
10,518
|
|
|
601,091
|
|
|||||||
Service
|
|
204,745
|
|
|
31,155
|
|
|
50,070
|
|
|
73,795
|
|
|
488
|
|
|
4,317
|
|
|
364,570
|
|
|||||||
Depreciation and Amortization
|
|
57,982
|
|
|
8,296
|
|
|
17,385
|
|
|
29,397
|
|
|
2,302
|
|
|
13,151
|
|
|
128,513
|
|
|||||||
Depreciation
|
|
49,201
|
|
|
6,089
|
|
|
12,080
|
|
|
19,384
|
|
|
2,265
|
|
|
11,554
|
|
|
100,573
|
|
|||||||
Amortization
|
|
8,781
|
|
|
2,207
|
|
|
5,305
|
|
|
10,013
|
|
|
37
|
|
|
1,597
|
|
|
27,940
|
|
|||||||
Adjusted EBITDA
|
|
224,882
|
|
|
56,433
|
|
|
43,464
|
|
|
59,082
|
|
|
1,077
|
|
|
(61,914
|
)
|
|
323,024
|
|
|||||||
Expenditures for Segment Assets
|
|
61,016
|
|
|
7,386
|
|
|
5,088
|
|
|
46,097
|
|
|
60,037
|
|
|
83,197
|
|
|
262,821
|
|
|||||||
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)
|
|
33,860
|
|
|
7,386
|
|
|
4,573
|
|
|
19,607
|
|
|
5,509
|
|
|
7,604
|
|
|
78,539
|
|
|||||||
Cash Paid (Received) for Acquisitions, Net of Cash Acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,784
|
|
|
54,528
|
|
|
75,593
|
|
|
155,905
|
|
|||||||
Acquisitions of Customer Relationships and Customer Inducements
|
|
27,156
|
|
|
—
|
|
|
515
|
|
|
706
|
|
|
—
|
|
|
—
|
|
|
28,377
|
|
|||||||
For the Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Revenues
|
|
539,603
|
|
|
97,477
|
|
|
128,728
|
|
|
198,265
|
|
|
63,380
|
|
|
33,538
|
|
|
1,060,991
|
|
|||||||
Storage Rental
|
|
306,633
|
|
|
67,779
|
|
|
79,492
|
|
|
124,920
|
|
|
60,039
|
|
|
18,110
|
|
|
656,973
|
|
|||||||
Service
|
|
232,970
|
|
|
29,698
|
|
|
49,236
|
|
|
73,345
|
|
|
3,341
|
|
|
15,428
|
|
|
404,018
|
|
|||||||
Depreciation and Amortization
|
|
59,869
|
|
|
9,472
|
|
|
14,515
|
|
|
31,288
|
|
|
27,965
|
|
|
14,688
|
|
|
157,797
|
|
|||||||
Depreciation
|
|
46,756
|
|
|
7,277
|
|
|
10,134
|
|
|
19,134
|
|
|
16,431
|
|
|
13,258
|
|
|
112,990
|
|
|||||||
Amortization
|
|
13,113
|
|
|
2,195
|
|
|
4,381
|
|
|
12,154
|
|
|
11,534
|
|
|
1,430
|
|
|
44,807
|
|
|||||||
Adjusted EBITDA
|
|
248,600
|
|
|
53,484
|
|
|
40,770
|
|
|
60,153
|
|
|
27,299
|
|
|
(66,517
|
)
|
|
363,789
|
|
|||||||
Expenditures for Segment Assets
|
|
53,665
|
|
|
5,033
|
|
|
3,595
|
|
|
48,509
|
|
|
42,585
|
|
|
29,435
|
|
|
182,822
|
|
|||||||
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)
|
|
31,373
|
|
|
5,033
|
|
|
1,372
|
|
|
21,108
|
|
|
41,896
|
|
|
11,570
|
|
|
112,352
|
|
|||||||
Cash Paid (Received) for Acquisitions, Net of Cash Acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,277
|
|
|
—
|
|
|
17,865
|
|
|
44,142
|
|
|||||||
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs
|
|
22,292
|
|
|
—
|
|
|
2,223
|
|
|
1,124
|
|
|
689
|
|
|
—
|
|
|
26,328
|
|
|
|
North American
Records and Information Management Business |
|
North American
Data Management Business |
|
Western European Business
|
|
Other International Business
|
|
Global Data Center Business
|
|
Corporate
and Other
Business
|
|
Total
Consolidated |
||||||||||||||
As of and for the Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Revenues
|
|
$
|
1,530,761
|
|
|
$
|
301,741
|
|
|
$
|
370,020
|
|
|
$
|
581,344
|
|
|
$
|
24,832
|
|
|
$
|
45,645
|
|
|
$
|
2,854,343
|
|
Storage Rental
|
|
912,173
|
|
|
207,634
|
|
|
224,114
|
|
|
364,835
|
|
|
23,550
|
|
|
31,303
|
|
|
1,763,609
|
|
|||||||
Service
|
|
618,588
|
|
|
94,107
|
|
|
145,906
|
|
|
216,509
|
|
|
1,282
|
|
|
14,342
|
|
|
1,090,734
|
|
|||||||
Depreciation and Amortization
|
|
177,145
|
|
|
24,819
|
|
|
47,806
|
|
|
87,276
|
|
|
5,321
|
|
|
38,952
|
|
|
381,319
|
|
|||||||
Depreciation
|
|
151,272
|
|
|
18,243
|
|
|
35,334
|
|
|
59,207
|
|
|
5,156
|
|
|
33,268
|
|
|
302,480
|
|
|||||||
Amortization
|
|
25,873
|
|
|
6,576
|
|
|
12,472
|
|
|
28,069
|
|
|
165
|
|
|
5,684
|
|
|
78,839
|
|
|||||||
Adjusted EBITDA
|
|
655,180
|
|
|
167,151
|
|
|
114,134
|
|
|
170,595
|
|
|
8,574
|
|
|
(181,982
|
)
|
|
933,652
|
|
|||||||
Total Assets (1)
|
|
5,034,140
|
|
|
839,425
|
|
|
994,453
|
|
|
2,320,002
|
|
|
365,659
|
|
|
706,327
|
|
|
10,260,006
|
|
|||||||
Expenditures for Segment Assets
|
|
165,544
|
|
|
22,466
|
|
|
12,192
|
|
|
107,801
|
|
|
77,729
|
|
|
109,029
|
|
|
494,761
|
|
|||||||
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)
|
|
106,673
|
|
|
22,466
|
|
|
11,194
|
|
|
48,776
|
|
|
23,201
|
|
|
31,436
|
|
|
243,746
|
|
|||||||
Cash (Received) Paid for Acquisitions, Net of Cash Acquired
|
|
4,379
|
|
|
—
|
|
|
—
|
|
|
57,628
|
|
|
54,528
|
|
|
77,593
|
|
|
194,128
|
|
|||||||
Acquisitions of Customer Relationships and Customer Inducements
|
|
54,492
|
|
|
—
|
|
|
998
|
|
|
1,397
|
|
|
—
|
|
|
—
|
|
|
56,887
|
|
|||||||
As of and for the Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Revenues
|
|
1,605,526
|
|
|
297,472
|
|
|
401,815
|
|
|
610,987
|
|
|
164,878
|
|
|
83,594
|
|
|
3,164,272
|
|
|||||||
Storage Rental
|
|
917,347
|
|
|
205,833
|
|
|
245,883
|
|
|
386,278
|
|
|
157,479
|
|
|
50,741
|
|
|
1,963,561
|
|
|||||||
Service
|
|
688,179
|
|
|
91,639
|
|
|
155,932
|
|
|
224,709
|
|
|
7,399
|
|
|
32,853
|
|
|
1,200,711
|
|
|||||||
Depreciation and Amortization
|
|
183,591
|
|
|
29,114
|
|
|
49,985
|
|
|
93,111
|
|
|
72,736
|
|
|
46,058
|
|
|
474,595
|
|
|||||||
Depreciation
|
|
144,146
|
|
|
22,517
|
|
|
34,997
|
|
|
56,113
|
|
|
40,931
|
|
|
39,219
|
|
|
337,923
|
|
|||||||
Amortization
|
|
39,445
|
|
|
6,597
|
|
|
14,988
|
|
|
36,998
|
|
|
31,805
|
|
|
6,839
|
|
|
136,672
|
|
|||||||
Adjusted EBITDA
|
|
719,199
|
|
|
162,616
|
|
|
131,265
|
|
|
181,417
|
|
|
72,990
|
|
|
(191,229
|
)
|
|
1,076,258
|
|
|||||||
Total Assets (1)
|
|
4,961,149
|
|
|
823,868
|
|
|
1,120,215
|
|
|
2,312,580
|
|
|
2,159,955
|
|
|
428,202
|
|
|
11,805,969
|
|
|||||||
Expenditures for Segment Assets
|
|
138,210
|
|
|
15,529
|
|
|
38,978
|
|
|
110,612
|
|
|
1,745,770
|
|
|
55,426
|
|
|
2,104,525
|
|
|||||||
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)
|
|
86,365
|
|
|
15,529
|
|
|
32,859
|
|
|
59,827
|
|
|
98,169
|
|
|
37,204
|
|
|
329,953
|
|
|||||||
Cash Paid (Received) for Acquisitions, Net of Cash Acquired
|
|
1,551
|
|
|
—
|
|
|
—
|
|
|
45,673
|
|
|
1,645,922
|
|
|
17,865
|
|
|
1,711,011
|
|
|||||||
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs
|
|
50,294
|
|
|
—
|
|
|
6,119
|
|
|
5,112
|
|
|
1,679
|
|
|
357
|
|
|
63,561
|
|
(1)
|
Excludes all intercompany receivables or payables and investment in subsidiary balances.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Adjusted EBITDA
|
$
|
323,024
|
|
|
$
|
363,789
|
|
|
$
|
933,652
|
|
|
$
|
1,076,258
|
|
(Add)/Deduct:
|
|
|
|
|
|
|
|
||||||||
Gain on Sale of Real Estate, Net of Tax
|
638
|
|
|
(1,348
|
)
|
|
(925
|
)
|
|
(1,348
|
)
|
||||
Provision (Benefit) for Income Taxes
|
2,268
|
|
|
14,300
|
|
|
29,497
|
|
|
41,873
|
|
||||
Other Expense (Income), Net
|
59,479
|
|
|
325
|
|
|
33,749
|
|
|
1,420
|
|
||||
Interest Expense, Net
|
88,989
|
|
|
103,841
|
|
|
265,010
|
|
|
303,574
|
|
||||
(Gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net
|
(292
|
)
|
|
960
|
|
|
(967
|
)
|
|
(716
|
)
|
||||
Depreciation and Amortization
|
128,513
|
|
|
157,797
|
|
|
381,319
|
|
|
474,595
|
|
||||
Significant Acquisition Costs(1)
|
18,047
|
|
|
9,286
|
|
|
58,595
|
|
|
38,715
|
|
||||
Income (Loss) from Continuing Operations
|
$
|
25,382
|
|
|
$
|
78,628
|
|
|
$
|
167,374
|
|
|
$
|
218,145
|
|
(1)
|
Represents operating expenditures associated with (1) the Recall Transaction (as defined in Note 1 to Notes to Consolidated Financial Statements included in our Annual Report), including: (i) advisory and professional fees to complete the Recall Transaction; (ii) costs associated with the Divestments (as defined in Note 14 to Notes to Consolidated Financial Statements included in our Annual Report) required in connection with receipt of regulatory approvals (including transitional services); and (iii) costs to integrate Recall Holdings Limited ("Recall") with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs, as well as certain costs associated with our shared service center initiative for our finance, human resources and information technology functions; and (2) the advisory and professional fees to complete the IODC Transaction (collectively, "Significant Acquisition Costs").
|
Declaration Date
|
|
Dividend
Per Share |
|
Record Date
|
|
Total
Amount |
|
Payment Date
|
||||
February 15, 2017
|
|
$
|
0.5500
|
|
|
March 15, 2017
|
|
$
|
145,235
|
|
|
April 3, 2017
|
May 24, 2017
|
|
0.5500
|
|
|
June 15, 2017
|
|
145,417
|
|
|
July 3, 2017
|
||
July 27, 2017
|
|
0.5500
|
|
|
September 15, 2017
|
|
146,772
|
|
|
October 2, 2017
|
||
October 24, 2017
|
|
0.5875
|
|
|
December 15, 2017
|
|
166,319
|
|
|
January 2, 2018
|
||
February 14, 2018
|
|
0.5875
|
|
|
March 15, 2018
|
|
167,969
|
|
|
April 2, 2018
|
||
May 24, 2018
|
|
0.5875
|
|
|
June 15, 2018
|
|
168,078
|
|
|
July 2, 2018
|
||
July 24, 2018
|
|
0.5875
|
|
|
September 17, 2018
|
|
168,148
|
|
|
October 2, 2018
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
Description
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
(Loss) Income from Discontinued Operations Before (Benefit) Provision for Income Taxes
|
|
$
|
(1,678
|
)
|
|
$
|
(11,601
|
)
|
|
$
|
(5,156
|
)
|
|
$
|
(12,574
|
)
|
(Benefit) Provision for Income Taxes
|
|
(620
|
)
|
|
4
|
|
|
(1,735
|
)
|
|
(147
|
)
|
||||
(Loss) Income from Discontinued Operations, Net of Tax
|
|
$
|
(1,058
|
)
|
|
$
|
(11,605
|
)
|
|
$
|
(3,421
|
)
|
|
$
|
(12,427
|
)
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Cost of sales (excluding depreciation and amortization)
|
|
$
|
3,059
|
|
|
$
|
2,892
|
|
|
$
|
16,019
|
|
|
$
|
5,015
|
|
Selling, general and administrative expenses
|
|
14,988
|
|
|
6,394
|
|
|
42,576
|
|
|
33,700
|
|
||||
Total Significant Acquisition Costs
|
|
$
|
18,047
|
|
|
$
|
9,286
|
|
|
$
|
58,595
|
|
|
$
|
38,715
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
North American Records and Information Management Business
|
|
$
|
2,540
|
|
|
$
|
950
|
|
|
$
|
16,165
|
|
|
$
|
4,551
|
|
North American Data Management Business
|
|
301
|
|
|
83
|
|
|
1,984
|
|
|
434
|
|
||||
Western European Business
|
|
2,586
|
|
|
1,806
|
|
|
7,933
|
|
|
5,385
|
|
||||
Other International Business
|
|
2,570
|
|
|
2,001
|
|
|
6,158
|
|
|
3,434
|
|
||||
Global Data Center Business
|
|
—
|
|
|
232
|
|
|
—
|
|
|
11,572
|
|
||||
Corporate and Other Business
|
|
10,050
|
|
|
4,214
|
|
|
26,355
|
|
|
13,339
|
|
||||
Total Significant Acquisition Costs
|
|
$
|
18,047
|
|
|
$
|
9,286
|
|
|
$
|
58,595
|
|
|
$
|
38,715
|
|
|
Accrual for Significant Acquisition Costs
|
||
Balance at December 31, 2017
|
$
|
12,622
|
|
Amounts accrued
|
3,058
|
|
|
Change in estimates(1)
|
(64
|
)
|
|
Payments
|
(10,843
|
)
|
|
Currency translation adjustments
|
(64
|
)
|
|
Balance at September 30, 2018(2)
|
$
|
4,709
|
|
(1)
|
Includes adjustments made to amounts accrued in a prior period.
|
(2)
|
Accrued liabilities related to Significant Acquisition Costs as of
September 30, 2018
presented in the table above generally related to employee severance costs and onerous lease liabilities associated with the Recall Transaction. We expect that the majority of these liabilities will be paid in 2018. Additional Significant Acquisition Costs recorded in our Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2018 have either been settled in cash during such periods or are included in our Condensed Consolidated Balance Sheet as of
September 30, 2018
as a component of accounts payable.
|
•
|
our ability to remain qualified for taxation as a real estate investment trust for United States federal income tax purposes ("REIT");
|
•
|
the adoption of alternative technologies and shifts by our customers to storage of data through non-paper based technologies;
|
•
|
changes in customer preferences and demand for our storage and information management services;
|
•
|
the cost to comply with current and future laws, regulations and customer demands relating to data security and privacy issues, as well as fire and safety standards;
|
•
|
the impact of litigation or disputes that may arise in connection with incidents in which we fail to protect our customers' information or our internal records or IT systems and the impact of such incidents on our reputation and ability to compete;
|
•
|
changes in the price for our storage and information management services relative to the cost of providing such storage and information management services;
|
•
|
changes in the political and economic environments in the countries in which our international subsidiaries operate and changes in the global political climate;
|
•
|
our ability or inability to manage growth, expand internationally, complete acquisitions on satisfactory terms, to close pending acquisitions and to integrate acquired companies efficiently;
|
•
|
changes in the amount of our growth and maintenance capital expenditures and our ability to invest according to plan;
|
•
|
our ability to comply with our existing debt obligations and restrictions in our debt instruments or to obtain additional financing to meet our working capital needs;
|
•
|
the impact of service interruptions or equipment damage and the cost of power on our data center operations;
|
•
|
changes in the cost of our debt;
|
•
|
the impact of alternative, more attractive investments on dividends;
|
•
|
the cost or potential liabilities associated with real estate necessary for our business;
|
•
|
the performance of business partners upon whom we depend for technical assistance or management expertise outside the United States; and
|
•
|
other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated.
|
|
Average Exchange
Rates for the
Three Months Ended
September 30,
|
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
|||||||
|
2017
|
|
2018
|
|
||||||
Australian dollar
|
$
|
0.790
|
|
|
$
|
0.731
|
|
|
(7.5
|
)%
|
Brazilian real
|
$
|
0.316
|
|
|
$
|
0.254
|
|
|
(19.6
|
)%
|
British pound sterling
|
$
|
1.309
|
|
|
$
|
1.303
|
|
|
(0.5
|
)%
|
Canadian dollar
|
$
|
0.798
|
|
|
$
|
0.765
|
|
|
(4.1
|
)%
|
Euro
|
$
|
1.175
|
|
|
$
|
1.163
|
|
|
(1.0
|
)%
|
|
Average Exchange
Rates for the
Nine Months Ended
September 30,
|
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
|||||||
|
2017
|
|
2018
|
|
||||||
Australian dollar
|
$
|
0.766
|
|
|
$
|
0.758
|
|
|
(1.0
|
)%
|
Brazilian real
|
$
|
0.315
|
|
|
$
|
0.280
|
|
|
(11.1
|
)%
|
British pound sterling
|
$
|
1.275
|
|
|
$
|
1.352
|
|
|
6.0
|
%
|
Canadian dollar
|
$
|
0.766
|
|
|
$
|
0.777
|
|
|
1.4
|
%
|
Euro
|
$
|
1.113
|
|
|
$
|
1.195
|
|
|
7.4
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Income (Loss) from Continuing Operations
|
$
|
25,382
|
|
|
$
|
78,628
|
|
|
$
|
167,374
|
|
|
$
|
218,145
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
||||||||
Gain on Sale of Real Estate, Net of Tax(1)
|
638
|
|
|
(1,348
|
)
|
|
(925
|
)
|
|
(1,348
|
)
|
||||
Provision (Benefit) for Income Taxes
|
2,268
|
|
|
14,300
|
|
|
29,497
|
|
|
41,873
|
|
||||
Other Expense (Income), Net
|
59,479
|
|
|
325
|
|
|
33,749
|
|
|
1,420
|
|
||||
Interest Expense, Net
|
88,989
|
|
|
103,841
|
|
|
265,010
|
|
|
303,574
|
|
||||
(Gain) Loss on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
(292
|
)
|
|
960
|
|
|
(967
|
)
|
|
(716
|
)
|
||||
Depreciation and Amortization
|
128,513
|
|
|
157,797
|
|
|
381,319
|
|
|
474,595
|
|
||||
Significant Acquisition Costs
|
18,047
|
|
|
9,286
|
|
|
58,595
|
|
|
38,715
|
|
||||
Adjusted EBITDA
|
$
|
323,024
|
|
|
$
|
363,789
|
|
|
$
|
933,652
|
|
|
$
|
1,076,258
|
|
(1)
|
Tax expense associated with the gain on sale of real estate for the three and nine months ended September 30, 2017 was
$0.6 million
.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Reported EPS—Fully Diluted from Continuing Operations
|
$
|
0.10
|
|
|
$
|
0.27
|
|
|
$
|
0.62
|
|
|
$
|
0.76
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
||||||||
Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other Expense (Income), Net
|
0.22
|
|
|
—
|
|
|
0.13
|
|
|
—
|
|
||||
(Gain) Loss on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Significant Acquisition Costs
|
0.07
|
|
|
0.03
|
|
|
0.22
|
|
|
0.14
|
|
||||
Tax Impact of Reconciling Items and Discrete Tax Items(1)
|
(0.08
|
)
|
|
(0.02
|
)
|
|
(0.12
|
)
|
|
(0.06
|
)
|
||||
Adjusted EPS—Fully Diluted from Continuing Operations(2)
|
$
|
0.31
|
|
|
$
|
0.28
|
|
|
$
|
0.85
|
|
|
$
|
0.83
|
|
(1)
|
The difference between our effective tax rate and our structural tax rate (or adjusted effective tax rate) for the
three and nine
months ended
September 30,
2017 and 2018, respectively, is primarily due to (i) the reconciling items above, which impact our reported income (loss) from continuing operations before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the
three and nine
months ended
September 30,
2017 and 2018 was 21.5% and 20.3%, respectively.
|
(2)
|
Columns may not foot due to rounding.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Net Income (Loss)
|
$
|
24,324
|
|
|
$
|
67,023
|
|
|
$
|
163,953
|
|
|
$
|
205,718
|
|
Add/(Deduct):
|
|
|
|
|
|
|
|
||||||||
Real Estate Depreciation(1)
|
64,533
|
|
|
75,432
|
|
|
193,402
|
|
|
221,822
|
|
||||
Gain on Sale of Real Estate, Net of Tax
|
638
|
|
|
(1,348
|
)
|
|
(925
|
)
|
|
(1,348
|
)
|
||||
FFO (Nareit)
|
89,495
|
|
|
141,107
|
|
|
356,430
|
|
|
426,192
|
|
||||
Add/(Deduct):
|
|
|
|
|
|
|
|
||||||||
(Gain) Loss on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
(292
|
)
|
|
960
|
|
|
(967
|
)
|
|
(716
|
)
|
||||
Other Expense (Income), Net(2)
|
59,479
|
|
|
325
|
|
|
33,749
|
|
|
1,420
|
|
||||
Significant Acquisition Costs
|
18,047
|
|
|
9,286
|
|
|
58,595
|
|
|
38,715
|
|
||||
Tax Impact of Reconciling Items and Discrete Tax Items(3)
|
(20,419
|
)
|
|
(6,386
|
)
|
|
(32,277
|
)
|
|
(18,490
|
)
|
||||
Loss (Income) from Discontinued Operations, Net of Tax(4)
|
1,058
|
|
|
11,605
|
|
|
3,421
|
|
|
12,427
|
|
||||
FFO (Normalized)
|
$
|
147,368
|
|
|
$
|
156,897
|
|
|
$
|
418,951
|
|
|
$
|
459,548
|
|
(1)
|
Includes depreciation expense related to real estate assets (land improvements, buildings, building improvements, leasehold improvements and racking).
|
(2)
|
Includes foreign currency transaction losses (gains), net of
$11.9 million
and
$27.9 million
in the
three and nine
months ended
September 30, 2017
, respectively, and
$0.7 million
and
$3.8 million
in the
three and nine
months ended
September 30, 2018
, respectively. See Note 2.i. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other (income) expense, net.
|
(3)
|
Represents the tax impact of (i) the reconciling items above, which impact our reported income (loss) from continuing operations before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of $(18.4) million and $(26.5) million for the
three and nine
months ended
September 30, 2017
, respectively, and $(4.0) million and $(14.6) million for the
three and nine
months ended
September 30, 2018
, respectively.
|
(4)
|
Net of tax benefit of $0.6 million and $1.7 million for the
three and nine
months ended
September 30, 2017
, respectively. Net of tax benefit of $0.0 million and $0.2 million for the
three and nine
months ended
September 30, 2018
, respectively.
|
•
|
Revenue Recognition
|
•
|
Accounting for Acquisitions
|
•
|
Impairment of Tangible and Intangible Assets
|
•
|
Income Taxes
|
|
Three Months Ended
September 30, |
|
|
|
|
|||||||||
|
|
Dollar
Change
|
|
Percentage
Change
|
||||||||||
|
2017
|
|
2018
|
|
|
|||||||||
Revenues
|
$
|
965,661
|
|
|
$
|
1,060,991
|
|
|
$
|
95,330
|
|
|
9.9
|
%
|
Operating Expenses
|
788,905
|
|
|
865,245
|
|
|
76,340
|
|
|
9.7
|
%
|
|||
Operating Income
|
176,756
|
|
|
195,746
|
|
|
18,990
|
|
|
10.7
|
%
|
|||
Other Expenses, Net
|
151,374
|
|
|
117,118
|
|
|
(34,256
|
)
|
|
(22.6
|
)%
|
|||
Income from Continuing Operations
|
25,382
|
|
|
78,628
|
|
|
53,246
|
|
|
209.8
|
%
|
|||
(Loss) Income from Discontinued Operations, Net of Tax
|
(1,058
|
)
|
|
(11,605
|
)
|
|
(10,547
|
)
|
|
996.9
|
%
|
|||
Net Income
|
24,324
|
|
|
67,023
|
|
|
42,699
|
|
|
175.5
|
%
|
|||
Net (Loss) Income Attributable to Noncontrolling Interests
|
(21
|
)
|
|
(125
|
)
|
|
(104
|
)
|
|
495.2
|
%
|
|||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
24,345
|
|
|
$
|
67,148
|
|
|
$
|
42,803
|
|
|
175.8
|
%
|
Adjusted EBITDA(1)
|
$
|
323,024
|
|
|
$
|
363,789
|
|
|
$
|
40,765
|
|
|
12.6
|
%
|
Adjusted EBITDA Margin(1)
|
33.5
|
%
|
|
34.3
|
%
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
|||||||||
|
|
Dollar
Change
|
|
Percentage
Change
|
||||||||||
|
2017
|
|
2018
|
|
|
|||||||||
Revenues
|
$
|
2,854,343
|
|
|
$
|
3,164,272
|
|
|
$
|
309,929
|
|
|
10.9
|
%
|
Operating Expenses
|
2,359,638
|
|
|
2,600,608
|
|
|
240,970
|
|
|
10.2
|
%
|
|||
Operating Income
|
494,705
|
|
|
563,664
|
|
|
68,959
|
|
|
13.9
|
%
|
|||
Other Expenses, Net
|
327,331
|
|
|
345,519
|
|
|
18,188
|
|
|
5.6
|
%
|
|||
Income from Continuing Operations
|
167,374
|
|
|
218,145
|
|
|
50,771
|
|
|
30.3
|
%
|
|||
(Loss) Income from Discontinued Operations, Net of Tax
|
(3,421
|
)
|
|
(12,427
|
)
|
|
(9,006
|
)
|
|
263.3
|
%
|
|||
Net Income
|
163,953
|
|
|
205,718
|
|
|
41,765
|
|
|
25.5
|
%
|
|||
Net Income Attributable to Noncontrolling Interests
|
2,853
|
|
|
485
|
|
|
(2,368
|
)
|
|
(83.0
|
)%
|
|||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
161,100
|
|
|
$
|
205,233
|
|
|
$
|
44,133
|
|
|
27.4
|
%
|
Adjusted EBITDA(1)
|
$
|
933,652
|
|
|
$
|
1,076,258
|
|
|
$
|
142,606
|
|
|
15.3
|
%
|
Adjusted EBITDA Margin(1)
|
32.7
|
%
|
|
34.0
|
%
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
|
Three Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency(1)
|
|
Internal
Growth(2)
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
601,091
|
|
|
$
|
656,973
|
|
|
$
|
55,882
|
|
|
9.3
|
%
|
|
11.7
|
%
|
|
2.3
|
%
|
Service
|
364,570
|
|
|
404,018
|
|
|
39,448
|
|
|
10.8
|
%
|
|
13.6
|
%
|
|
7.1
|
%
|
|||
Total Revenues
|
$
|
965,661
|
|
|
$
|
1,060,991
|
|
|
$
|
95,330
|
|
|
9.9
|
%
|
|
12.4
|
%
|
|
4.1
|
%
|
|
Nine Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency(1)
|
|
Internal
Growth(2)
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
1,763,609
|
|
|
$
|
1,963,561
|
|
|
$
|
199,952
|
|
|
11.3
|
%
|
|
10.8
|
%
|
|
2.6
|
%
|
Service
|
1,090,734
|
|
|
1,200,711
|
|
|
109,977
|
|
|
10.1
|
%
|
|
9.6
|
%
|
|
5.2
|
%
|
|||
Total Revenues
|
$
|
2,854,343
|
|
|
$
|
3,164,272
|
|
|
$
|
309,929
|
|
|
10.9
|
%
|
|
10.4
|
%
|
|
3.6
|
%
|
(1)
|
Constant currency growth rates are calculated by translating the
2017
results at the
2018
average exchange rates.
|
(2)
|
Our internal revenue growth rate, which is a non-GAAP measure, represents the year-over-year growth rate of our revenues excluding the impact of business acquisitions, divestitures, foreign currency exchange rate fluctuations and the impact of the adoption of ASU 2014-09. Our internal revenue growth rate includes the impact of acquisitions of customer relationships.
|
|
2016
|
|
2017
|
|
2018
|
||||||||||||||||||
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
||||||||
Storage Rental Revenue
|
2.9
|
%
|
|
3.0
|
%
|
|
4.8
|
%
|
|
3.5
|
%
|
|
4.2
|
%
|
|
3.7
|
%
|
|
1.9
|
%
|
|
2.3
|
%
|
Service Revenue
|
(0.9
|
)%
|
|
0.6
|
%
|
|
(1.1
|
)%
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
|
1.4
|
%
|
|
7.6
|
%
|
|
7.1
|
%
|
Total Revenue
|
1.4
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
|
2.8
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
Nine Months Ended
September 30, |
|
|
|
Percentage Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
||||||||||||||||||
|
2017
|
|
2018
|
|
|
|
|
2017
|
|
2018
|
|
|||||||||||||||
Labor
|
$
|
588,526
|
|
|
$
|
615,898
|
|
|
$
|
27,372
|
|
|
4.7
|
%
|
|
4.3
|
%
|
|
20.6
|
%
|
|
19.5
|
%
|
|
(1.1
|
)%
|
Facilities
|
435,363
|
|
|
486,196
|
|
|
50,833
|
|
|
11.7
|
%
|
|
11.2
|
%
|
|
15.3
|
%
|
|
15.4
|
%
|
|
0.1
|
%
|
|||
Transportation
|
106,402
|
|
|
118,930
|
|
|
12,528
|
|
|
11.8
|
%
|
|
11.6
|
%
|
|
3.7
|
%
|
|
3.8
|
%
|
|
0.1
|
%
|
|||
Product Cost of Sales and Other
|
113,008
|
|
|
122,164
|
|
|
9,156
|
|
|
8.1
|
%
|
|
7.9
|
%
|
|
4.0
|
%
|
|
3.9
|
%
|
|
(0.1
|
)%
|
|||
Significant Acquisition Costs
|
16,019
|
|
|
5,015
|
|
|
(11,004
|
)
|
|
(68.7
|
)%
|
|
(69.2
|
)%
|
|
0.6
|
%
|
|
0.2
|
%
|
|
(0.4
|
)%
|
|||
Total Cost of Sales
|
$
|
1,259,318
|
|
|
$
|
1,348,203
|
|
|
$
|
88,885
|
|
|
7.1
|
%
|
|
6.7
|
%
|
|
44.1
|
%
|
|
42.6
|
%
|
|
(1.5
|
)%
|
|
Three Months Ended
September 30, |
|
|
|
Percentage Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
||||||||||||||||||
|
2017
|
|
2018
|
|
|
|
|
2017
|
|
2018
|
|
|||||||||||||||
General and Administrative
|
$
|
127,685
|
|
|
$
|
146,997
|
|
|
$
|
19,312
|
|
|
15.1
|
%
|
|
17.6
|
%
|
|
13.2
|
%
|
|
13.9
|
%
|
|
0.7
|
%
|
Sales, Marketing & Account Management
|
61,859
|
|
|
59,031
|
|
|
(2,828
|
)
|
|
(4.6
|
)%
|
|
(3.0
|
)%
|
|
6.4
|
%
|
|
5.6
|
%
|
|
(0.8
|
)%
|
|||
Information Technology
|
34,001
|
|
|
39,588
|
|
|
5,587
|
|
|
16.4
|
%
|
|
17.9
|
%
|
|
3.5
|
%
|
|
3.7
|
%
|
|
0.2
|
%
|
|||
Bad Debt Expense
|
3,824
|
|
|
6,460
|
|
|
2,636
|
|
|
68.9
|
%
|
|
73.1
|
%
|
|
0.4
|
%
|
|
0.6
|
%
|
|
0.2
|
%
|
|||
Significant Acquisition Costs
|
14,988
|
|
|
6,394
|
|
|
(8,594
|
)
|
|
(57.3
|
)%
|
|
(56.8
|
)%
|
|
1.6
|
%
|
|
0.6
|
%
|
|
(1.0
|
)%
|
|||
Total Selling, General and Administrative Expenses
|
$
|
242,357
|
|
|
$
|
258,470
|
|
|
$
|
16,113
|
|
|
6.6
|
%
|
|
8.6
|
%
|
|
25.1
|
%
|
|
24.4
|
%
|
|
(0.7
|
)%
|
|
Nine Months Ended
September 30, |
|
|
|
Percentage Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
||||||||||||||||||
|
2017
|
|
2018
|
|
|
|
|
2017
|
|
2018
|
|
|||||||||||||||
General and Administrative
|
$
|
388,598
|
|
|
$
|
418,872
|
|
|
$
|
30,274
|
|
|
7.8
|
%
|
|
7.4
|
%
|
|
13.6
|
%
|
|
13.2
|
%
|
|
(0.4
|
)%
|
Sales, Marketing & Account Management
|
186,879
|
|
|
191,441
|
|
|
4,562
|
|
|
2.4
|
%
|
|
1.7
|
%
|
|
6.5
|
%
|
|
6.1
|
%
|
|
(0.4
|
)%
|
|||
Information Technology
|
96,110
|
|
|
116,340
|
|
|
20,230
|
|
|
21.0
|
%
|
|
20.5
|
%
|
|
3.4
|
%
|
|
3.7
|
%
|
|
0.3
|
%
|
|||
Bad Debt Expense
|
5,805
|
|
|
18,173
|
|
|
12,368
|
|
|
213.1
|
%
|
|
217.8
|
%
|
|
0.2
|
%
|
|
0.6
|
%
|
|
0.4
|
%
|
|||
Significant Acquisition Costs
|
42,576
|
|
|
33,700
|
|
|
(8,876
|
)
|
|
(20.8
|
)%
|
|
(21.2
|
)%
|
|
1.5
|
%
|
|
1.1
|
%
|
|
(0.4
|
)%
|
|||
Total Selling, General and Administrative Expenses
|
$
|
719,968
|
|
|
$
|
778,526
|
|
|
$
|
58,558
|
|
|
8.1
|
%
|
|
7.6
|
%
|
|
25.2
|
%
|
|
24.6
|
%
|
|
(0.6
|
)%
|
|
Three Months Ended
September 30, |
|
Dollar
Change
|
|
Nine Months Ended
September 30, |
|
Dollar
Change
|
||||||||||||||||
|
2017
|
|
2018
|
|
|
2017
|
|
2018
|
|
||||||||||||||
Foreign currency transaction losses (gains), net
|
$
|
11,865
|
|
|
$
|
664
|
|
|
$
|
(11,201
|
)
|
|
$
|
27,900
|
|
|
$
|
3,825
|
|
|
$
|
(24,075
|
)
|
Debt extinguishment expense
|
48,298
|
|
|
—
|
|
|
(48,298
|
)
|
|
48,298
|
|
|
—
|
|
|
(48,298
|
)
|
||||||
Other, net
|
(684
|
)
|
|
(339
|
)
|
|
345
|
|
|
(42,449
|
)
|
|
(2,405
|
)
|
|
40,044
|
|
||||||
|
$
|
59,479
|
|
|
$
|
325
|
|
|
$
|
(59,154
|
)
|
|
$
|
33,749
|
|
|
$
|
1,420
|
|
|
$
|
(32,329
|
)
|
|
Three Months Ended
September 30, |
|
Dollar
Change
|
|
Percentage Change
|
|||||||||
|
2017
|
|
2018
|
|
||||||||||
Income from Continuing Operations
|
$
|
25,382
|
|
|
$
|
78,628
|
|
|
$
|
53,246
|
|
|
209.8
|
%
|
Income from Continuing Operations as a percentage of Consolidated Revenue
|
2.6
|
%
|
|
7.4
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
323,024
|
|
|
$
|
363,789
|
|
|
$
|
40,765
|
|
|
12.6
|
%
|
Adjusted EBITDA Margin
|
33.5
|
%
|
|
34.3
|
%
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
Dollar
Change
|
|
Percentage Change
|
|||||||||
|
2017
|
|
2018
|
|
||||||||||
Income from Continuing Operations
|
$
|
167,374
|
|
|
$
|
218,145
|
|
|
$
|
50,771
|
|
|
30.3
|
%
|
Income from Continuing Operations as a percentage of Consolidated Revenue
|
5.9
|
%
|
|
6.9
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
933,652
|
|
|
$
|
1,076,258
|
|
|
$
|
142,606
|
|
|
15.3
|
%
|
Adjusted EBITDA Margin
|
32.7
|
%
|
|
34.0
|
%
|
|
|
|
|
|
Three Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
308,822
|
|
|
$
|
306,633
|
|
|
$
|
(2,189
|
)
|
|
(0.7
|
)%
|
|
(0.3
|
)%
|
|
1.2
|
%
|
Service
|
204,745
|
|
|
232,970
|
|
|
28,225
|
|
|
13.8
|
%
|
|
14.4
|
%
|
|
10.9
|
%
|
|||
Segment Revenue
|
$
|
513,567
|
|
|
$
|
539,603
|
|
|
$
|
26,036
|
|
|
5.1
|
%
|
|
5.5
|
%
|
|
5.1
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
224,882
|
|
|
$
|
248,600
|
|
|
$
|
23,718
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
43.8
|
%
|
|
46.1
|
%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
912,173
|
|
|
$
|
917,347
|
|
|
$
|
5,174
|
|
|
0.6
|
%
|
|
0.4
|
%
|
|
2.0
|
%
|
Service
|
618,588
|
|
|
688,179
|
|
|
69,591
|
|
|
11.2
|
%
|
|
11.0
|
%
|
|
7.6
|
%
|
|||
Segment Revenue
|
$
|
1,530,761
|
|
|
$
|
1,605,526
|
|
|
$
|
74,765
|
|
|
4.9
|
%
|
|
4.7
|
%
|
|
4.3
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
655,180
|
|
|
$
|
719,199
|
|
|
$
|
64,019
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
42.8
|
%
|
|
44.8
|
%
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
Three Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
70,075
|
|
|
$
|
67,779
|
|
|
$
|
(2,296
|
)
|
|
(3.3
|
)%
|
|
(3.0
|
)%
|
|
(2.1
|
)%
|
Service
|
31,155
|
|
|
29,698
|
|
|
(1,457
|
)
|
|
(4.7
|
)%
|
|
(4.3
|
)%
|
|
(6.3
|
)%
|
|||
Segment Revenue
|
$
|
101,230
|
|
|
$
|
97,477
|
|
|
$
|
(3,753
|
)
|
|
(3.7
|
)%
|
|
(3.4
|
)%
|
|
(3.4
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
56,433
|
|
|
$
|
53,484
|
|
|
$
|
(2,949
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
55.7
|
%
|
|
54.9
|
%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
207,634
|
|
|
$
|
205,833
|
|
|
$
|
(1,801
|
)
|
|
(0.9
|
)%
|
|
(1.0
|
)%
|
|
(0.1
|
)%
|
Service
|
94,107
|
|
|
91,639
|
|
|
(2,468
|
)
|
|
(2.6
|
)%
|
|
(2.7
|
)%
|
|
(4.6
|
)%
|
|||
Segment Revenue
|
$
|
301,741
|
|
|
$
|
297,472
|
|
|
$
|
(4,269
|
)
|
|
(1.4
|
)%
|
|
(1.5
|
)%
|
|
(1.5
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
167,151
|
|
|
$
|
162,616
|
|
|
$
|
(4,535
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
55.4
|
%
|
|
54.7
|
%
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
Three Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
78,012
|
|
|
$
|
79,492
|
|
|
$
|
1,480
|
|
|
1.9
|
%
|
|
2.7
|
%
|
|
1.4
|
%
|
Service
|
50,070
|
|
|
49,236
|
|
|
(834
|
)
|
|
(1.7
|
)%
|
|
(0.4
|
)%
|
|
0.2
|
%
|
|||
Segment Revenue
|
$
|
128,082
|
|
|
$
|
128,728
|
|
|
$
|
646
|
|
|
0.5
|
%
|
|
1.5
|
%
|
|
0.9
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
43,464
|
|
|
$
|
40,770
|
|
|
$
|
(2,694
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
33.9
|
%
|
|
31.7
|
%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
224,114
|
|
|
$
|
245,883
|
|
|
$
|
21,769
|
|
|
9.7
|
%
|
|
3.2
|
%
|
|
1.7
|
%
|
Service
|
145,906
|
|
|
155,932
|
|
|
10,026
|
|
|
6.9
|
%
|
|
0.6
|
%
|
|
1.4
|
%
|
|||
Segment Revenue
|
$
|
370,020
|
|
|
$
|
401,815
|
|
|
$
|
31,795
|
|
|
8.6
|
%
|
|
2.2
|
%
|
|
1.6
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
114,134
|
|
|
$
|
131,265
|
|
|
$
|
17,131
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
30.8
|
%
|
|
32.7
|
%
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
Three Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
125,903
|
|
|
$
|
124,920
|
|
|
$
|
(983
|
)
|
|
(0.8
|
)%
|
|
8.4
|
%
|
|
5.9
|
%
|
Service
|
73,795
|
|
|
73,345
|
|
|
(450
|
)
|
|
(0.6
|
)%
|
|
9.6
|
%
|
|
6.6
|
%
|
|||
Segment Revenue
|
$
|
199,698
|
|
|
$
|
198,265
|
|
|
$
|
(1,433
|
)
|
|
(0.7
|
)%
|
|
8.8
|
%
|
|
6.2
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
59,082
|
|
|
$
|
60,153
|
|
|
$
|
1,071
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
29.6
|
%
|
|
30.3
|
%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
364,835
|
|
|
$
|
386,278
|
|
|
$
|
21,443
|
|
|
5.9
|
%
|
|
8.0
|
%
|
|
5.8
|
%
|
Service
|
216,509
|
|
|
224,709
|
|
|
8,200
|
|
|
3.8
|
%
|
|
6.5
|
%
|
|
4.8
|
%
|
|||
Segment Revenue
|
$
|
581,344
|
|
|
$
|
610,987
|
|
|
$
|
29,643
|
|
|
5.1
|
%
|
|
7.4
|
%
|
|
5.5
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
170,595
|
|
|
$
|
181,417
|
|
|
$
|
10,822
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
29.3
|
%
|
|
29.7
|
%
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
Three Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
7,761
|
|
|
$
|
60,039
|
|
|
$
|
52,278
|
|
|
673.6
|
%
|
|
673.6
|
%
|
|
26.7
|
%
|
Service
|
488
|
|
|
3,341
|
|
|
2,853
|
|
|
584.6
|
%
|
|
584.6
|
%
|
|
31.5
|
%
|
|||
Segment Revenue
|
$
|
8,249
|
|
|
$
|
63,380
|
|
|
$
|
55,131
|
|
|
668.3
|
%
|
|
668.3
|
%
|
|
27.0
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
1,077
|
|
|
$
|
27,299
|
|
|
$
|
26,222
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
13.1
|
%
|
|
43.1
|
%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
23,550
|
|
|
$
|
157,479
|
|
|
$
|
133,929
|
|
|
568.7
|
%
|
|
568.7
|
%
|
|
6.0
|
%
|
Service
|
1,282
|
|
|
7,399
|
|
|
6,117
|
|
|
477.1
|
%
|
|
477.1
|
%
|
|
35.3
|
%
|
|||
Segment Revenue
|
$
|
24,832
|
|
|
$
|
164,878
|
|
|
$
|
140,046
|
|
|
564.0
|
%
|
|
564.0
|
%
|
|
7.5
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
8,574
|
|
|
$
|
72,990
|
|
|
$
|
64,416
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
34.5
|
%
|
|
44.3
|
%
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
(2)
|
Segment Adjusted EBITDA Margin is calculated by dividing Segment Adjusted EBITDA by total segment revenues.
|
|
Three Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
10,518
|
|
|
$
|
18,110
|
|
|
$
|
7,592
|
|
|
72.2
|
%
|
|
72.2
|
%
|
|
8.0
|
%
|
Service
|
4,317
|
|
|
15,428
|
|
|
11,111
|
|
|
257.4
|
%
|
|
257.4
|
%
|
|
14.3
|
%
|
|||
Segment Revenue
|
$
|
14,835
|
|
|
$
|
33,538
|
|
|
$
|
18,703
|
|
|
126.1
|
%
|
|
126.1
|
%
|
|
9.9
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
(61,914
|
)
|
|
$
|
(66,517
|
)
|
|
$
|
(4,603
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA(1) as a percentage of Consolidated Revenue
|
(6.3
|
)%
|
|
(6.3
|
)%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2017
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
31,303
|
|
|
$
|
50,741
|
|
|
$
|
19,438
|
|
|
62.1
|
%
|
|
62.1
|
%
|
|
5.5
|
%
|
Service
|
14,342
|
|
|
32,853
|
|
|
18,511
|
|
|
129.1
|
%
|
|
129.1
|
%
|
|
8.1
|
%
|
|||
Segment Revenue
|
$
|
45,645
|
|
|
$
|
83,594
|
|
|
$
|
37,949
|
|
|
83.1
|
%
|
|
83.1
|
%
|
|
6.4
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
(181,982
|
)
|
|
$
|
(191,229
|
)
|
|
$
|
(9,247
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA(1) as a percentage of Consolidated Revenue
|
(6.2
|
)%
|
|
(6.0
|
)%
|
|
|
|
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to Income (Loss) from Continuing Operations and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
|
|
2017
|
|
2018
|
||||
Cash flows from operating activities - continuing operations
|
$
|
522,290
|
|
|
$
|
625,538
|
|
Cash flows from investing activities - continuing operations
|
(483,401
|
)
|
|
(2,102,793
|
)
|
||
Cash flows from financing activities - continuing operations
|
41,480
|
|
|
769,559
|
|
||
Cash and cash equivalents at the end of period
|
337,886
|
|
|
197,676
|
|
•
|
We paid cash for acquisitions (net of cash acquired) of
$1,711.0 million
, primarily funded by the net proceeds of our issuance of the 5
1
/
4
% Notes (as defined below), the net proceeds of the Equity Offering and Over-Allotment Option (both as defined below) and borrowings under our Revolving Credit Facility.
|
•
|
We paid cash for capital expenditures of
$330.0 million
. Our business requires capital expenditures to maintain our ongoing operations, support our expected revenue growth and new products and services, and increase our profitability. All of these expenditures are included in the cash flows from investing activities. Additional details of our capital spending is included in the Capital Expenditures section below.
|
•
|
We acquired customer relationships, customer inducements (which consists of permanent withdrawal fees following the adoption of ASU 2014-09) and Contract Fulfillment Costs (as defined in Note 2.c. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report) during the
nine
months ended
September 30, 2018
of
$38.8 million
,
$6.2 million
and
$18.5 million
, respectively.
|
•
|
Net proceeds of $333.6 million primarily associated with the borrowings and repayments on our Revolving Credit Facility;
|
•
|
Net proceeds of $182.4 million associated with the borrowings on our UK Bilateral Facility (as defined below):
|
•
|
Net proceeds of
$694.9 million
associated with the borrowing of our Term Loan B (as defined below);
|
•
|
Net proceeds of
$76.2 million
from the exercise of the Over-Allotment Option;
|
•
|
Net proceeds of
$8.7 million
from sales of stock under our At The Market (ATM) Equity Program (as defined below);
|
•
|
Payment of dividends in the amount of
$505.4 million
on our common stock; and
|
•
|
Payment of
$16.0 million
for debt financing and equity issuance costs.
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
|||||||
Nature of Capital Spend (in thousands)
|
|
2017
|
|
2018
|
||||
Real Estate:
|
|
|
||||||
Investment
|
|
$
|
108,760
|
|
|
$
|
109,246
|
|
Maintenance
|
|
38,158
|
|
|
40,618
|
|
||
Total Real Estate Capital Spend
|
|
146,918
|
|
|
149,864
|
|
||
Non-Real Estate:
|
|
|
|
|
|
|
||
Investment
|
|
30,193
|
|
|
35,942
|
|
||
Maintenance
|
|
19,182
|
|
|
13,675
|
|
||
Total Non-Real Estate Capital Spend
|
|
49,375
|
|
|
49,617
|
|
||
Data Center:
|
|
|
|
|
||||
Investment(1)
|
|
70,569
|
|
|
106,282
|
|
||
Maintenance(2)
|
|
282
|
|
|
6,381
|
|
||
Total Data Center Capital Spend
|
|
70,851
|
|
|
112,663
|
|
||
Innovation and Growth Investment Capital Spend
|
|
15,425
|
|
|
9,535
|
|
||
Total Capital Spend (on accrual basis)
|
|
282,569
|
|
|
321,679
|
|
||
Net increase (decrease) in prepaid capital expenditures
|
|
1,571
|
|
|
(2,762
|
)
|
||
Net (increase) decrease in accrued capital expenditures
|
|
(40,394
|
)
|
|
11,036
|
|
||
Total Capital Spend (on cash basis)
|
|
$
|
243,746
|
|
|
$
|
329,953
|
|
(1)
|
Represents capital expenditures that support data center business growth, primarily related to investments in new construction of data center facilities (including the acquisition of land and development of facilities) or capacity expansion in existing buildings, as well as capital expenditures that are expected to support incremental improvements to our data center business, through either increasing revenue, improving operating efficiency, or extending the useful life of our real estate operating assets.
|
(2)
|
Represents capital expenditures necessary to maintain ongoing business operations at our data centers, including the re-configuration of existing assets.
|
|
|
September 30, 2018
|
||||||||||
|
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
||||||
Revolving Credit Facility
|
|
$
|
821,470
|
|
|
$
|
(14,902
|
)
|
|
$
|
806,568
|
|
Term Loan A
|
|
243,750
|
|
|
—
|
|
|
243,750
|
|
|||
Term Loan B
|
|
694,863
|
|
|
(9,055
|
)
|
|
685,808
|
|
|||
Australian Dollar Term Loan (the "AUD Term Loan")
|
|
240,970
|
|
|
(3,201
|
)
|
|
237,769
|
|
|||
UK Bilateral Revolving Credit Facility ("UK Bilateral Facility")
|
|
182,411
|
|
|
(2,476
|
)
|
|
179,935
|
|
|||
4
3
/
8
% Senior Notes due 2021 (the "4
3
/
8
% Notes")
|
|
500,000
|
|
|
(4,585
|
)
|
|
495,415
|
|
|||
6% Senior Notes due 2023 (the "6% Notes due 2023")
|
|
600,000
|
|
|
(5,400
|
)
|
|
594,600
|
|
|||
5
3
/
8
% CAD Senior Notes due 2023 (the "CAD Notes due 2023")
|
|
193,766
|
|
|
(2,787
|
)
|
|
190,979
|
|
|||
5
3
/
4
% Senior Subordinated Notes due 2024 (the "5
3
/
4
% Notes")
|
|
1,000,000
|
|
|
(8,126
|
)
|
|
991,874
|
|
|||
3% Euro Senior Notes due 2025 (the "Euro Notes")
|
|
348,140
|
|
|
(4,257
|
)
|
|
343,883
|
|
|||
3
7
/
8
% GBP Senior Notes due 2025 (the "GBP Notes due 2025")
|
|
521,173
|
|
|
(6,742
|
)
|
|
514,431
|
|
|||
5
3
/
8
% Senior Notes due 2026 (the "5
3
/
8
% Notes")
|
|
250,000
|
|
|
(3,293
|
)
|
|
246,707
|
|
|||
4
7
/
8
% Senior Notes due 2027 (the "4
7
/
8
% Notes")
|
|
1,000,000
|
|
|
(12,797
|
)
|
|
987,203
|
|
|||
5
1
/
4
% Senior Notes due 2028 (the "5
1
/
4
% Notes")
|
|
825,000
|
|
|
(11,216
|
)
|
|
813,784
|
|
|||
Real Estate Mortgages, Capital Leases and Other
|
|
611,549
|
|
|
(237
|
)
|
|
611,312
|
|
|||
Accounts Receivable Securitization Program
|
|
238,273
|
|
|
(253
|
)
|
|
238,020
|
|
|||
Mortgage Securitization Program
|
|
50,000
|
|
|
(1,164
|
)
|
|
48,836
|
|
|||
Total Long-term Debt
|
|
8,321,365
|
|
|
(90,491
|
)
|
|
8,230,874
|
|
|||
Less Current Portion
|
|
(121,695
|
)
|
|
—
|
|
|
(121,695
|
)
|
|||
Long-term Debt, Net of Current Portion
|
|
$
|
8,199,670
|
|
|
$
|
(90,491
|
)
|
|
$
|
8,109,179
|
|
|
December 31, 2017
|
|
September 30, 2018
|
|
Maximum/Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.0
|
|
|
5.6
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
1.6
|
|
|
2.6
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.8
|
|
|
5.8
|
|
|
Maximum allowable of 6.5-7.0(1)(2)
|
Fixed charge coverage ratio
|
2.1
|
|
|
2.3
|
|
|
Minimum allowable of 1.5
|
(1)
|
The maximum allowable leverage ratio under our indentures for the 4
7
/
8
% Notes, the GBP Notes due 2025 and the 5
1
/
4
% Notes is 7.0, while the maximum allowable leverage ratio under the indentures pertaining to our remaining senior and senior subordinated notes is 6.5. In certain instances as provided in our indentures, we have the ability to incur additional indebtedness that would result in our bond leverage ratio exceeding the maximum allowable ratio under our indentures and still remain in compliance with the covenant.
|
(2)
|
At December 31, 2017, a portion of the net proceeds from the 5
1
/
4
% Notes, together with a portion of the net proceeds of the Equity Offering, were used to temporarily repay approximately $807.0 million of outstanding indebtedness under our Revolving Credit Facility until the closing of the IODC Transaction, which occurred on January 10, 2018. The bond leverage ratio at December 31, 2017 is calculated based on our outstanding indebtedness at this date, which reflects the temporary payment of the Revolving Credit Facility.
|
|
|
Year Ended December 31, 2017
|
|
Three Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2018 |
|
Cumulative Total Through September 30, 2018
|
||||||||
Significant Acquisition Costs
|
|
$
|
84,901
|
|
|
$
|
9,286
|
|
|
$
|
38,715
|
|
|
$
|
302,574
|
|
Recall Capital Expenditures
|
|
31,441
|
|
|
6,981
|
|
|
14,226
|
|
|
64,123
|
|
||||
Total
|
|
$
|
116,342
|
|
|
$
|
16,267
|
|
|
$
|
52,941
|
|
|
$
|
366,697
|
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
|
|
12
|
|
|
Statement: re Computation of Ratios.
(Filed herewith.)
|
31.1
|
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
(Filed herewith.)
|
31.2
|
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
(Filed herewith.)
|
32.1
|
|
|
Section 1350 Certification of Chief Executive Officer.
(Furnished herewith.)
|
32.2
|
|
|
Section 1350 Certification of Chief Financial Officer.
(Furnished herewith.)
|
101.1
|
|
|
The following materials from Iron Mountain Incorporated's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) Condensed Consolidated Statements of Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.
(Filed herewith.)
|
|
|
|
|
IRON MOUNTAIN INCORPORATED
|
|
|
By:
|
/s/ DANIEL BORGES
|
|
|
|
|
|
|
|
|
Daniel Borges
Senior
Vice President, Chief Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|||||||||||||||||||
|
|
Year Ended December 31,
|
|
September 30,
|
||||||||||||||||||||||||||||||||
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2017
|
|
|
2018
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Income from Continuing Operations before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
$
|
159,871
|
|
|
|
$
|
223,373
|
|
|
|
$
|
162,066
|
|
|
|
$
|
146,644
|
|
|
|
$
|
216,105
|
|
|
|
$
|
195,946
|
|
|
|
$
|
258,670
|
|
|
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Gain on Sale of Real Estate (1)
|
1,847
|
|
|
|
10,512
|
|
|
|
1,059
|
|
|
|
2,310
|
|
|
|
1,565
|
|
|
|
1,565
|
|
|
|
1,348
|
|
|
||||||||
|
Fixed Charges
|
335,637
|
|
|
|
345,781
|
|
|
|
344,606
|
|
|
|
417,774
|
|
|
|
470,376
|
|
|
|
352,794
|
|
|
|
394,798
|
|
|
||||||||
|
|
$
|
497,355
|
|
|
|
$
|
579,666
|
|
|
|
$
|
507,731
|
|
|
|
$
|
566,728
|
|
|
|
$
|
688,046
|
|
|
|
$
|
550,305
|
|
|
|
$
|
654,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Interest Expense, Net
|
$
|
254,174
|
|
|
|
$
|
260,717
|
|
|
|
$
|
263,871
|
|
|
|
$
|
310,662
|
|
|
|
$
|
353,575
|
|
|
|
$
|
265,010
|
|
|
|
$
|
303,574
|
|
|
|
|
Interest Portion of Rent Expense
|
81,463
|
|
|
|
85,064
|
|
|
|
80,735
|
|
|
|
107,112
|
|
|
|
116,801
|
|
|
|
87,784
|
|
|
|
91,224
|
|
|
||||||||
|
|
$
|
335,637
|
|
|
|
$
|
345,781
|
|
|
|
$
|
344,606
|
|
|
|
$
|
417,774
|
|
|
|
$
|
470,376
|
|
|
|
$
|
352,794
|
|
|
|
$
|
394,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ratio of Earnings to Fixed Charges
|
1.5
|
|
x
|
|
1.7
|
|
x
|
|
1.5
|
|
x
|
|
1.4
|
|
x
|
|
1.5
|
|
x
|
|
1.6
|
|
x
|
|
1.7
|
|
x
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(1) Gain on sale of real estate reported above are pre-tax. The tax associated with the gain on the sale of real estate for the years ended December 31, 2013, 2014, 2015, 2016 and 2017 and for the nine months ended September 30, 2017 and 2018 was $430, $2,205, $209, $130, $0, $640 and $0, respectively.
|
||||||||||||||||||||||||||||||||||||
1.
|
I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ WILLIAM L. MEANEY
|
|
|
William L. Meaney
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ STUART B. BROWN
|
|
|
Stuart B. Brown
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
/s/ WILLIAM L. MEANEY
|
|
|
William L. Meaney
|
|
|
President and Chief Executive Officer
|
|
|
/s/ STUART B. BROWN
|
|
|
Stuart B. Brown
|
|
|
Executive Vice President and Chief Financial Officer
|