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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 March 31, 2019
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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)
|
23-2588479
(I.R.S. Employer
Identification No.)
|
|
Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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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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March 31, 2019
|
|
December 31, 2018
|
||||
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|
|
|
||||
ASSETS
|
|
|
|
|
|||
Current Assets:
|
|
|
|
|
|||
Cash and cash equivalents
|
$
|
161,475
|
|
|
$
|
165,485
|
|
Accounts receivable (less allowances of $42,074 and $43,584 as of March 31, 2019 and December 31, 2018, respectively)
|
837,521
|
|
|
846,889
|
|
||
Prepaid expenses and other
|
210,854
|
|
|
195,740
|
|
||
Total Current Assets
|
1,209,850
|
|
|
1,208,114
|
|
||
Property, Plant and Equipment:
|
|
|
|
|
|||
Property, plant and equipment
|
7,738,705
|
|
|
7,600,949
|
|
||
Less—Accumulated depreciation
|
(3,213,122
|
)
|
|
(3,111,392
|
)
|
||
Property, Plant and Equipment, Net
|
4,525,583
|
|
|
4,489,557
|
|
||
Other Assets, Net:
|
|
|
|
|
|||
Goodwill
|
4,465,378
|
|
|
4,441,030
|
|
||
Customer relationships, customer inducements and data center lease-based intangibles
|
1,495,338
|
|
|
1,506,522
|
|
||
Operating lease right-of-use assets (see Note 2.d.)
|
1,791,536
|
|
|
—
|
|
||
Other
|
201,678
|
|
|
207,024
|
|
||
Total Other Assets, Net
|
7,953,930
|
|
|
6,154,576
|
|
||
Total Assets
|
$
|
13,689,363
|
|
|
$
|
11,852,247
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|||
Current Liabilities:
|
|
|
|
|
|||
Current portion of long-term debt
|
$
|
125,142
|
|
|
$
|
126,406
|
|
Accounts payable
|
283,709
|
|
|
318,765
|
|
||
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities,
see Note 2.d.)
|
839,968
|
|
|
752,684
|
|
||
Deferred revenue
|
266,314
|
|
|
264,823
|
|
||
Total Current Liabilities
|
1,515,133
|
|
|
1,462,678
|
|
||
Long-term Debt, net of current portion
|
8,365,737
|
|
|
8,016,417
|
|
||
Long-term Operating Lease Liabilities, net of current portion (see Note 2.d.)
|
1,656,659
|
|
|
—
|
|
||
Other Long-term Liabilities
|
127,127
|
|
|
111,331
|
|
||
Deferred Rent (see Note 2.d.)
|
—
|
|
|
121,864
|
|
||
Deferred Income Taxes
|
190,871
|
|
|
183,836
|
|
||
Commitments and Contingencies (see Note 7)
|
|
|
|
|
|
||
Redeemable Noncontrolling Interests
|
73,102
|
|
|
70,532
|
|
||
Equity:
|
|
|
|
|
|||
Iron Mountain Incorporated Stockholders' Equity:
|
|
|
|
|
|||
Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding)
|
—
|
|
|
—
|
|
||
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 286,829,854 and 286,321,009 shares as of March 31, 2019 and December 31, 2018, respectively)
|
2,868
|
|
|
2,863
|
|
||
Additional paid-in capital
|
4,264,978
|
|
|
4,263,348
|
|
||
(Distributions in excess of earnings) Earnings in excess of distributions
|
(2,257,485
|
)
|
|
(2,116,367
|
)
|
||
Accumulated other comprehensive items, net
|
(250,960
|
)
|
|
(265,664
|
)
|
||
Total Iron Mountain Incorporated Stockholders' Equity
|
1,759,401
|
|
|
1,884,180
|
|
||
Noncontrolling Interests
|
1,333
|
|
|
1,409
|
|
||
Total Equity
|
1,760,734
|
|
|
1,885,589
|
|
||
Total Liabilities and Equity
|
$
|
13,689,363
|
|
|
$
|
11,852,247
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
|
||
Storage rental
|
$
|
662,974
|
|
|
$
|
651,149
|
|
Service
|
390,889
|
|
|
391,309
|
|
||
Total Revenues
|
1,053,863
|
|
|
1,042,458
|
|
||
Operating Expenses:
|
|
|
|
|
|
||
Cost of sales (excluding depreciation and amortization)
|
461,544
|
|
|
448,721
|
|
||
Selling, general and administrative
|
270,559
|
|
|
269,730
|
|
||
Depreciation and amortization
|
162,483
|
|
|
160,578
|
|
||
Loss (Gain) on disposal/write-down of property, plant and equipment, net (see Note 2.l.)
|
602
|
|
|
(1,130
|
)
|
||
Total Operating Expenses
|
895,188
|
|
|
877,899
|
|
||
Operating Income (Loss)
|
158,675
|
|
|
164,559
|
|
||
Interest Expense, Net (includes Interest Income of $1,785 and $1,386 for the three months ended March 31, 2019 and 2018, respectively)
|
102,436
|
|
|
97,626
|
|
||
Other Expense (Income), Net
|
15,210
|
|
|
20,151
|
|
||
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes
|
41,029
|
|
|
46,782
|
|
||
Provision (Benefit) for Income Taxes
|
10,553
|
|
|
1,168
|
|
||
Income (Loss) from Continuing Operations
|
30,476
|
|
|
45,614
|
|
||
(Loss) Income from Discontinued Operations, Net of Tax
|
(24
|
)
|
|
(462
|
)
|
||
Net Income (Loss)
|
30,452
|
|
|
45,152
|
|
||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
891
|
|
|
468
|
|
||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
29,561
|
|
|
$
|
44,684
|
|
Earnings (Losses) per Share—Basic:
|
|
|
|
|
|
||
Income (Loss) from Continuing Operations
|
$
|
0.10
|
|
|
$
|
0.16
|
|
Total (Loss) Income from Discontinued Operations, Net of Tax
|
$
|
—
|
|
|
$
|
—
|
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
0.10
|
|
|
$
|
0.16
|
|
Earnings (Losses) per Share—Diluted:
|
|
|
|
|
|
||
Income (Loss) from Continuing Operations
|
$
|
0.10
|
|
|
$
|
0.16
|
|
Total (Loss) Income from Discontinued Operations, Net of Tax
|
$
|
—
|
|
|
$
|
—
|
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
0.10
|
|
|
$
|
0.16
|
|
Weighted Average Common Shares Outstanding—Basic
|
286,528
|
|
|
285,259
|
|
||
Weighted Average Common Shares Outstanding—Diluted
|
287,492
|
|
|
285,993
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net Income (Loss)
|
$
|
30,452
|
|
|
$
|
45,152
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
||
Foreign Currency Translation Adjustment
|
18,191
|
|
|
31,651
|
|
||
Change in Fair Value of Interest Rate Swap Agreements
|
(2,674
|
)
|
|
(185
|
)
|
||
Total Other Comprehensive Income (Loss)
|
15,517
|
|
|
31,466
|
|
||
Comprehensive Income (Loss)
|
45,969
|
|
|
76,618
|
|
||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
1,704
|
|
|
2,027
|
|
||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
44,265
|
|
|
$
|
74,591
|
|
|
|
|
|
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.)
|
(29,461
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,461
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation
|
1,432
|
|
|
364,736
|
|
|
4
|
|
|
1,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares associated with the Over-Allotment Option, net of underwriting discounts and offering expenses (see Note 12 to Notes to Consolidated Financial Statements included in our Annual Report)
|
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 8)
|
8,716
|
|
|
273,486
|
|
|
2
|
|
|
8,714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Change in value of redeemable noncontrolling interests
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
117
|
|
|||||||
Parent cash dividends declared (see Note 8)
|
(169,044
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169,044
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Foreign currency translation adjustment
|
30,246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,092
|
|
|
154
|
|
|
|
1,405
|
|
|||||||
Change in fair value of interest rate swap agreements
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
|
—
|
|
|||||||
Net income (loss)
|
44,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,684
|
|
|
—
|
|
|
(30
|
)
|
|
|
498
|
|
|||||||
Noncontrolling interests dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(561
|
)
|
|||||||
Balance, March 31, 2018
|
$
|
2,261,275
|
|
|
285,923,405
|
|
|
$
|
2,859
|
|
|
$
|
4,250,757
|
|
|
$
|
(1,919,787
|
)
|
|
$
|
(74,082
|
)
|
|
$
|
1,528
|
|
|
|
$
|
92,877
|
|
|
|
|
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, 2018
|
$
|
1,885,589
|
|
|
286,321,009
|
|
|
$
|
2,863
|
|
|
$
|
4,263,348
|
|
|
$
|
(2,116,367
|
)
|
|
$
|
(265,664
|
)
|
|
$
|
1,409
|
|
|
|
$
|
70,532
|
|
Cumulative-effect adjustment for adoption of ASU 2016-02 (see Note 2.d.)
|
5,781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,781
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation
|
2,923
|
|
|
508,845
|
|
|
5
|
|
|
2,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Change in equity related to redeemable noncontrolling interests
|
(1,288
|
)
|
|
—
|
|
|
—
|
|
|
(1,288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,288
|
|
|||||||
Parent cash dividends declared (see Note 8)
|
(176,460
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176,460
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
Foreign currency translation adjustment
|
17,378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,378
|
|
|
—
|
|
|
|
813
|
|
|||||||
Change in fair value of interest rate swap agreements
|
(2,674
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,674
|
)
|
|
—
|
|
|
|
|
|
|||||||
Net income (loss)
|
29,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,561
|
|
|
—
|
|
|
(76
|
)
|
|
|
967
|
|
|||||||
Noncontrolling interests dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(498
|
)
|
|||||||
Balance, March 31, 2019
|
$
|
1,760,734
|
|
|
286,829,854
|
|
|
$
|
2,868
|
|
|
$
|
4,264,978
|
|
|
$
|
(2,257,485
|
)
|
|
$
|
(250,960
|
)
|
|
$
|
1,333
|
|
|
|
$
|
73,102
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
|||
Net income (loss)
|
$
|
30,452
|
|
|
$
|
45,152
|
|
Loss (income) from discontinued operations
|
24
|
|
|
462
|
|
||
Adjustments to reconcile net income (loss) to cash flows from operating activities:
|
|
|
|
|
|
||
Depreciation
|
114,611
|
|
|
113,432
|
|
||
Amortization (includes amortization of deferred financing costs and discounts of $4,108 and $3,553 for the three months ended March 31, 2019 and 2018, respectively)
|
51,980
|
|
|
50,699
|
|
||
Revenue reduction associated with amortization of customer inducements and above- and below-market leases
|
3,645
|
|
|
3,664
|
|
||
Stock-based compensation expense
|
8,519
|
|
|
7,384
|
|
||
Provision (benefit) for deferred income taxes
|
1,423
|
|
|
(387
|
)
|
||
Loss (gain) on disposal/write-down of property, plant and equipment, net (see Note 2.l.)
|
602
|
|
|
(1,130
|
)
|
||
Foreign currency transactions and other, net
|
11,707
|
|
|
23,530
|
|
||
(Increase) decrease in assets
|
(33,138
|
)
|
|
(74,884
|
)
|
||
(Decrease) increase in liabilities
|
(72,758
|
)
|
|
(76,354
|
)
|
||
Cash Flows from Operating Activities - Continuing Operations
|
117,067
|
|
|
91,568
|
|
||
Cash Flows from Operating Activities - Discontinued Operations
|
—
|
|
|
—
|
|
||
Cash Flows from Operating Activities
|
117,067
|
|
|
91,568
|
|
||
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)
|
(184,765
|
)
|
|
(95,605
|
)
|
||
Cash paid for acquisitions, net of cash acquired
|
(39,423
|
)
|
|
(1,428,974
|
)
|
||
Acquisition of customer relationships
|
(23,934
|
)
|
|
(12,602
|
)
|
||
Customer inducements
|
(2,817
|
)
|
|
(130
|
)
|
||
Contract fulfillment costs and third-party commissions
|
(41,161
|
)
|
|
(5,314
|
)
|
||
Investments in joint ventures (see Note 9)
|
(19,222
|
)
|
|
—
|
|
||
Proceeds from sales of property and equipment and other, net
|
105
|
|
|
(19,387
|
)
|
||
Cash Flows from Investing Activities - Continuing Operations
|
(311,217
|
)
|
|
(1,562,012
|
)
|
||
Cash Flows from Investing Activities - Discontinued Operations
|
—
|
|
|
—
|
|
||
Cash Flows from Investing Activities
|
(311,217
|
)
|
|
(1,562,012
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
Repayment of revolving credit facility, term loan facilities and other debt
|
(1,351,242
|
)
|
|
(4,410,656
|
)
|
||
Proceeds from revolving credit facility, term loan facilities and other debt
|
1,723,462
|
|
|
5,496,491
|
|
||
Debt repayment and equity distribution to noncontrolling interests
|
(498
|
)
|
|
(561
|
)
|
||
Parent cash dividends
|
(178,023
|
)
|
|
(169,006
|
)
|
||
Net proceeds associated with the Over-Allotment Option
|
—
|
|
|
76,192
|
|
||
Net proceeds associated with the At the Market (ATM) Program
|
—
|
|
|
8,716
|
|
||
Net (payments) proceeds associated with employee stock-based awards
|
(5,963
|
)
|
|
(5,950
|
)
|
||
Payment of debt financing and stock issuance costs
|
—
|
|
|
(9,974
|
)
|
||
Cash Flows from Financing Activities - Continuing Operations
|
187,736
|
|
|
985,252
|
|
||
Cash Flows from Financing Activities - Discontinued Operations
|
—
|
|
|
—
|
|
||
Cash Flows from Financing Activities
|
187,736
|
|
|
985,252
|
|
||
Effect of Exchange Rates on Cash and Cash Equivalents
|
2,404
|
|
|
1,984
|
|
||
(Decrease) Increase in Cash and Cash Equivalents
|
(4,010
|
)
|
|
(483,208
|
)
|
||
Cash and Cash Equivalents, including Restricted Cash, Beginning of Period
|
165,485
|
|
|
925,699
|
|
||
Cash and Cash Equivalents, including Restricted Cash, End of Period
|
$
|
161,475
|
|
|
$
|
442,491
|
|
|
|
|
|
||||
Supplemental Information:
|
|
|
|
|
|
||
Cash Paid for Interest
|
$
|
136,667
|
|
|
$
|
122,027
|
|
Cash Paid for Income Taxes, Net
|
$
|
15,141
|
|
|
$
|
22,292
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
||
Financing Leases (see Note 2.d.)
|
$
|
7,523
|
|
|
$
|
13,877
|
|
Accrued Capital Expenditures
|
$
|
75,824
|
|
|
$
|
36,760
|
|
Accrued Purchase Price and Other Holdbacks
|
$
|
1,042
|
|
|
$
|
149
|
|
Dividends Payable
|
$
|
180,422
|
|
|
$
|
172,140
|
|
|
|
|
|
|
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 |
||||||||||||||
Goodwill balance, net of accumulated amortization as of December 31, 2018
|
$
|
2,251,795
|
|
|
$
|
493,491
|
|
|
$
|
381,806
|
|
|
$
|
818,223
|
|
|
$
|
425,956
|
|
|
$
|
69,759
|
|
|
$
|
4,441,030
|
|
Deductible goodwill acquired during the year
|
5,501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,501
|
|
|||||||
Non-deductible goodwill acquired during the year
|
—
|
|
|
—
|
|
|
4,991
|
|
|
3,767
|
|
|
—
|
|
|
1,874
|
|
|
10,632
|
|
|||||||
Fair value and other adjustments(1)
|
31
|
|
|
—
|
|
|
92
|
|
|
3,350
|
|
|
(871
|
)
|
|
(468
|
)
|
|
2,134
|
|
|||||||
Currency effects
|
3,921
|
|
|
1,067
|
|
|
1,393
|
|
|
1,126
|
|
|
(1,566
|
)
|
|
140
|
|
|
6,081
|
|
|||||||
Goodwill balance, net accumulated amortization as of March 31, 2019
|
$
|
2,261,248
|
|
|
$
|
494,558
|
|
|
$
|
388,282
|
|
|
$
|
826,466
|
|
|
$
|
423,519
|
|
|
$
|
71,305
|
|
|
$
|
4,465,378
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2018
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
|
$
|
135,420
|
|
Accumulated Goodwill Impairment Balance as of March 31, 2019
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
|
$
|
135,420
|
|
(1)
|
Total fair value and other adjustments primarily include
$2,565
in net adjustments related to property, plant and equipment, customer relationships and data center lease-based intangible assets and deferred income taxes and other liabilities offset by
$431
of cash received related to certain acquisitions completed in 2018.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationship intangible assets
|
$
|
1,754,794
|
|
|
$
|
(482,971
|
)
|
|
$
|
1,271,823
|
|
|
$
|
1,718,919
|
|
|
$
|
(455,705
|
)
|
|
$
|
1,263,214
|
|
Customer inducements
|
51,405
|
|
|
(28,711
|
)
|
|
22,694
|
|
|
56,478
|
|
|
(34,181
|
)
|
|
22,297
|
|
||||||
Data center lease-based intangible assets(1)
|
265,834
|
|
|
(65,013
|
)
|
|
200,821
|
|
|
271,818
|
|
|
(50,807
|
)
|
|
221,011
|
|
||||||
Third-party commissions asset(2)
|
30,861
|
|
|
(737
|
)
|
|
30,124
|
|
|
30,071
|
|
|
(1,089
|
)
|
|
28,982
|
|
||||||
|
$
|
2,102,894
|
|
|
$
|
(577,432
|
)
|
|
$
|
1,525,462
|
|
|
$
|
2,077,286
|
|
|
$
|
(541,782
|
)
|
|
$
|
1,535,504
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Data center below-market leases
|
$
|
12,715
|
|
|
$
|
(2,451
|
)
|
|
$
|
10,264
|
|
|
$
|
12,318
|
|
|
$
|
(1,642
|
)
|
|
$
|
10,676
|
|
(1)
|
Includes data center in-place lease intangible assets, data center tenant relationship intangible assets and data center above-market in-place lease intangible assets.
|
(2)
|
Third-party commissions asset is included in Other, a component of Other assets, net in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018. The third-party commissions asset is primarily comprised of additional payments associated with the execution of future customer contracts through the one-year anniversary of the acquisition of IODC, as described in Note 3.
|
|
March 31, 2019
|
|
December 31, 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, a component of other assets, net)
|
$
|
20,290
|
|
|
$
|
(15,794
|
)
|
|
$
|
4,496
|
|
|
$
|
20,310
|
|
|
$
|
(14,798
|
)
|
|
$
|
5,512
|
|
|
|
Three Months Ended
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Amortization expense included in depreciation and amortization associated with:
|
|
|
|
|
||||
Customer relationship and customer inducement intangible assets
|
|
$
|
27,881
|
|
|
$
|
28,806
|
|
Data center in-place leases and tenant relationships
|
|
12,609
|
|
|
10,838
|
|
||
Third-party commissions asset and other finite-lived intangible assets
|
|
757
|
|
|
1,185
|
|
||
Revenue reduction associated with amortization of:
|
|
|
|
|
||||
Customer inducements
|
|
$
|
2,740
|
|
|
$
|
2,585
|
|
Data center above-market leases and data center below-market leases
|
|
905
|
|
|
1,079
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 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)
|
|
$
|
36,155
|
|
|
$
|
(21,041
|
)
|
|
$
|
15,114
|
|
|
$
|
39,748
|
|
|
$
|
(24,504
|
)
|
|
$
|
15,244
|
|
Capitalized commissions asset
|
|
Other (within Other Assets, Net)
|
|
52,485
|
|
|
(24,923
|
)
|
|
27,562
|
|
|
58,424
|
|
|
(34,637
|
)
|
|
23,787
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Intake Costs asset
|
$
|
2,679
|
|
|
$
|
2,730
|
|
Capitalized commissions asset
|
3,946
|
|
|
3,587
|
|
Description
|
|
Location in Balance Sheet
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Deferred revenue - Current
|
|
Deferred revenue
|
|
$
|
266,314
|
|
|
$
|
264,823
|
|
Deferred revenue - Long-term
|
|
Other Long-term Liabilities
|
|
25,625
|
|
|
26,401
|
|
Description
|
|
Location in Balance Sheet
|
|
March 31, 2019
|
|
January 1, 2019
(Date of Adoption of ASU 2016-02) |
||||
Assets:
|
|
|
|
|
|
|
||||
Operating lease right-of-use assets(1)
|
|
Operating lease right-of-use assets
|
|
$
|
1,791,536
|
|
|
$
|
1,825,721
|
|
Financing lease right-of-use assets, net of accumulated depreciation(2)
|
|
Property, plant and equipment, net
|
|
351,750
|
|
|
361,078
|
|
||
Total
|
|
|
|
$
|
2,143,286
|
|
|
$
|
2,186,799
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
||||
Current
|
|
|
|
|
|
|
||||
Operating lease liabilities
|
|
Accrued expenses and other current liabilities
|
|
$
|
206,286
|
|
|
$
|
209,911
|
|
Financing lease liabilities
|
|
Current portion of long-term debt
|
|
51,222
|
|
|
50,437
|
|
||
Total current lease liabilities
|
|
|
|
257,508
|
|
|
260,348
|
|
||
Long-term
|
|
|
|
|
|
|
||||
Operating lease liabilities
|
|
Long-term operating lease liabilities, net of current portion
|
|
1,656,659
|
|
|
1,685,771
|
|
||
Financing lease liabilities
|
|
Long-term Debt, net of current portion
|
|
338,728
|
|
|
350,263
|
|
||
Total long-term lease liabilities
|
|
|
|
1,995,387
|
|
|
2,036,034
|
|
||
Total
|
|
|
|
$
|
2,252,895
|
|
|
$
|
2,296,382
|
|
Description
|
|
Location in Statement of Operations
|
|
Amount
|
||
Operating lease cost(1)
|
|
Cost of sales and Selling, general and administrative
|
|
$
|
111,906
|
|
Financing lease cost:
|
|
|
|
|
||
Depreciation of financing lease right-of-use assets
|
|
Depreciation and amortization
|
|
$
|
16,329
|
|
Interest expense for financing lease liabilities
|
|
Interest expense, net
|
|
6,142
|
|
|
Total financing lease cost
|
|
|
|
$
|
22,471
|
|
Remaining Lease Term:
|
|
|
Operating leases
|
|
11.1 Years
|
Financing leases
|
|
11.0 Years
|
Discount Rate:
|
|
|
Operating leases
|
|
7.1%
|
Financing leases
|
|
5.7%
|
Year
|
|
Operating Leases(1)
|
|
Sublease
Income
|
|
Capital Leases(1)(2)
|
||||||
2019
|
|
$
|
323,454
|
|
|
$
|
(7,525
|
)
|
|
$
|
80,513
|
|
2020
|
|
293,276
|
|
|
(7,200
|
)
|
|
71,335
|
|
|||
2021
|
|
267,379
|
|
|
(7,063
|
)
|
|
61,269
|
|
|||
2022
|
|
246,128
|
|
|
(6,694
|
)
|
|
52,832
|
|
|||
2023
|
|
221,808
|
|
|
(6,409
|
)
|
|
44,722
|
|
|||
Thereafter
|
|
1,287,807
|
|
|
(6,279
|
)
|
|
377,750
|
|
|||
Total minimum lease payments
|
|
2,639,852
|
|
|
$
|
(41,170
|
)
|
|
688,421
|
|
||
Less amounts representing interest
|
|
|
|
|
|
|
(241,248
|
)
|
||||
Present value of finance lease obligations
|
|
|
|
|
|
|
$
|
447,173
|
|
Year
|
|
Operating Leases(1)
|
|
Sublease
Income
|
|
Financing Leases(1)
|
||||||
2019 (excluding the three months ended March 31, 2019)
|
|
$
|
251,699
|
|
|
$
|
(6,039
|
)
|
|
$
|
59,411
|
|
2020
|
|
308,267
|
|
|
(7,337
|
)
|
|
68,333
|
|
|||
2021
|
|
280,931
|
|
|
(7,228
|
)
|
|
59,710
|
|
|||
2022
|
|
257,598
|
|
|
(6,851
|
)
|
|
49,997
|
|
|||
2023
|
|
234,035
|
|
|
(6,548
|
)
|
|
39,643
|
|
|||
Thereafter
|
|
1,409,241
|
|
|
(6,922
|
)
|
|
287,609
|
|
|||
Total minimum lease payments
|
|
2,741,771
|
|
|
$
|
(40,925
|
)
|
|
564,703
|
|
||
Less amounts representing interest or imputed interest
|
|
(878,826
|
)
|
|
|
|
|
(174,753
|
)
|
|||
Present value of lease obligations
|
|
1,862,945
|
|
|
|
|
|
$
|
389,950
|
|
(1)
|
Estimated minimum future lease payments exclude variable common area maintenance charges, insurance and taxes. Differences in estimated lease payments between December 31, 2018 and March 31, 2019 are primarily related to adjustments to account for certain build to suit leases that were accounted for as financing obligations under ASC 840 but are accounted for as operating leases under ASU 2016-02 and foreign currency exchange rate impacts.
|
(2)
|
Includes capital lease and financing obligations associated with build to suit lease transactions at December 31, 2018.
|
Cash paid for amounts included in measurement of lease liabilities:
|
|
Three Months Ended
March 31, 2019 |
||
Operating cash flows used in operating leases
|
|
$
|
83,676
|
|
Financing cash flows used in financing leases
|
|
$
|
16,675
|
|
Non-cash items:
|
|
|
||
Operating lease modifications and reassessments
|
|
$
|
1,842
|
|
New operating leases (including acquisitions)
|
|
$
|
21,535
|
|
Financing lease modifications and reassessments
|
|
$
|
—
|
|
New financing leases
|
|
$
|
7,523
|
|
|
Stock Options
|
|
Outstanding at December 31, 2018
|
4,271,834
|
|
Granted
|
920,706
|
|
Exercised
|
(99,334
|
)
|
Forfeited
|
(6,007
|
)
|
Expired
|
(9,629
|
)
|
Outstanding at March 31, 2019
|
5,077,570
|
|
Options exercisable at March 31, 2019
|
3,258,982
|
|
Options expected to vest
|
1,691,146
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Fair value of RSUs vested
|
$
|
15,333
|
|
|
$
|
15,330
|
|
|
RSUs
|
|
Non-vested at December 31, 2018
|
1,196,566
|
|
Granted
|
621,281
|
|
Vested
|
(453,167
|
)
|
Forfeited
|
(18,075
|
)
|
Non-vested at March 31, 2019
|
1,346,605
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Fair value of earned PUs that vested
|
$
|
6,503
|
|
|
$
|
3,033
|
|
|
Original
PU Awards |
|
PU Adjustment(1)
|
|
Total
PU Awards |
|||
Non-vested at December 31, 2018
|
967,049
|
|
|
(299,948
|
)
|
|
667,101
|
|
Granted
|
380,856
|
|
|
—
|
|
|
380,856
|
|
Vested
|
(169,523
|
)
|
|
—
|
|
|
(169,523
|
)
|
Forfeited/Performance or Market Conditions Not Achieved
|
(4,816
|
)
|
|
(14,850
|
)
|
|
(19,666
|
)
|
Non-vested at March 31, 2019
|
1,173,566
|
|
|
(314,798
|
)
|
|
858,768
|
|
(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
March 31, |
||||||
|
2019
|
|
2018
|
||||
Income (loss) from continuing operations
|
$
|
30,476
|
|
|
$
|
45,614
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
891
|
|
|
468
|
|
||
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation)
|
$
|
29,585
|
|
|
$
|
45,146
|
|
(Loss) income from discontinued operations, net of tax
|
$
|
(24
|
)
|
|
$
|
(462
|
)
|
Net income (loss) attributable to Iron Mountain Incorporated
|
$
|
29,561
|
|
|
$
|
44,684
|
|
|
|
|
|
||||
Weighted-average shares—basic
|
286,528,000
|
|
|
285,259,000
|
|
||
Effect of dilutive potential stock options
|
231,402
|
|
|
249,564
|
|
||
Effect of dilutive potential RSUs and PUs
|
732,421
|
|
|
484,314
|
|
||
Weighted-average shares—diluted
|
287,491,823
|
|
|
285,992,878
|
|
||
|
|
|
|
||||
Earnings (losses) per share—basic:
|
|
|
|
|
|
||
Income (loss) from continuing operations
|
$
|
0.10
|
|
|
$
|
0.16
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
||
Net income (loss) attributable to Iron Mountain Incorporated(1)
|
$
|
0.10
|
|
|
$
|
0.16
|
|
|
|
|
|
||||
Earnings (losses) per share—diluted:
|
|
|
|
|
|
||
Income (loss) from continuing operations
|
$
|
0.10
|
|
|
$
|
0.16
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
||
Net income (loss) attributable to Iron Mountain Incorporated(1)
|
$
|
0.10
|
|
|
$
|
0.16
|
|
|
|
|
|
|
|||
Antidilutive stock options, RSUs and PUs, excluded from the calculation
|
3,985,161
|
|
|
3,242,141
|
|
|
Three Months Ended
March 31, |
||||
|
2019(1)
|
|
2018(2)
|
||
Effective Tax Rate
|
25.7
|
%
|
|
2.5
|
%
|
(1)
|
The primary reconciling items between the federal statutory tax rate of
21.0%
and our overall effective tax rate for the three months ended March 31, 2019 were the benefit derived from the dividends paid deduction and the impact of differences in the tax rates at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates.
|
(2)
|
The primary reconciling items between the federal statutory tax rate of
21.0%
and our overall effective tax rate for the three months ended March 31, 2018 were the benefit derived from the dividends paid deduction, a discrete tax benefit of approximately
$14,000
associated with the resolution of a tax matter and the impact of differences in the tax rates at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates.
|
|
|
|
|
Fair Value Measurements at
March 31, 2019 Using |
||||||||||||||||
Description
|
|
Total Carrying
Value at March 31, 2019 |
|
Quoted prices
in active markets (Level 1) |
|
|
|
Significant other
observable inputs (Level 2) |
|
|
|
Significant
unobservable inputs (Level 3) |
||||||||
Money Market Funds(1)
|
|
$
|
1,739
|
|
|
$
|
—
|
|
|
|
|
$
|
1,739
|
|
|
|
|
$
|
—
|
|
Trading Securities
|
|
10,160
|
|
|
9,490
|
|
|
(2)
|
|
670
|
|
|
(3)
|
|
—
|
|
||||
Derivative Assets (4)
|
|
23
|
|
|
—
|
|
|
|
|
23
|
|
|
|
|
—
|
|
||||
Derivative Liabilities(4)
|
|
109
|
|
|
—
|
|
|
|
|
109
|
|
|
|
|
—
|
|
||||
Interest Rate Swap Agreements Liabilities(5)
|
|
3,647
|
|
|
—
|
|
|
|
|
3,647
|
|
|
|
|
—
|
|
|
|
|
|
Fair Value Measurements at
December 31, 2018 Using |
||||||||||||||||
Description
|
|
Total Carrying
Value at
December 31, 2018
|
|
Quoted prices
in active
markets
(Level 1)
|
|
|
|
Significant other
observable
inputs
(Level 2)
|
|
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Time Deposits(1)
|
|
$
|
956
|
|
|
$
|
—
|
|
|
|
|
$
|
956
|
|
|
|
|
$
|
—
|
|
Trading Securities
|
|
10,753
|
|
|
10,248
|
|
|
(2)
|
|
505
|
|
|
(3)
|
|
—
|
|
||||
Derivative Assets(4)
|
|
93
|
|
|
—
|
|
|
|
|
93
|
|
|
|
|
—
|
|
||||
Interest Rate Swap Agreements Liabilities(5)
|
|
973
|
|
|
—
|
|
|
|
|
973
|
|
|
|
|
—
|
|
(1)
|
Money market funds and time deposits are measured based on quoted prices for similar assets and/or subsequent transactions.
|
(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. 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. As of March 31, 2019, we had outstanding forward contracts to (i) purchase
4,000
Euros and sell
$4,610
United States dollars and (ii) purchase
$4,515
United States dollars and sell
4,000
Euros. As of December 31, 2018, we had outstanding forward contracts to purchase
29,000
Euros and sell
$33,374
United States dollars. We have not designated any of the forward contracts we have entered into as hedges.
|
(5)
|
We have entered into interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. As of March 31, 2019 and
December 31, 2018
, we have
$350,000
in notional value of interest rate swap agreements outstanding, which expire in March 2022. Under the interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon one-month LIBOR, in exchange for the payment of fixed interest rate payments (at the fixed rate interest specified in the interest rate swap agreements). We have designated these interest rate swaps as cash flow hedges. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The fair value of the interest rate swaps are estimated using industry standard valuation models using market-based observable inputs, including interest rate curves.
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
2019
|
|
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
|
$
|
(264,691
|
)
|
|
$
|
(973
|
)
|
|
$
|
(265,664
|
)
|
|
$
|
(103,989
|
)
|
|
$
|
—
|
|
|
$
|
(103,989
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustments(1)
|
17,378
|
|
|
—
|
|
|
17,378
|
|
|
30,092
|
|
|
—
|
|
|
30,092
|
|
||||||
Fair value adjustments for interest rate swap agreements
|
—
|
|
|
(2,674
|
)
|
|
(2,674
|
)
|
|
—
|
|
|
(185
|
)
|
|
(185
|
)
|
||||||
Total other comprehensive income (loss)
|
17,378
|
|
|
(2,674
|
)
|
|
14,704
|
|
|
30,092
|
|
|
(185
|
)
|
|
29,907
|
|
||||||
End of Period
|
$
|
(247,313
|
)
|
|
$
|
(3,647
|
)
|
|
$
|
(250,960
|
)
|
|
$
|
(73,897
|
)
|
|
$
|
(185
|
)
|
|
$
|
(74,082
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Foreign currency transaction losses (gains), net
|
$
|
17,697
|
|
|
$
|
21,785
|
|
Other, net
|
(2,487
|
)
|
|
(1,634
|
)
|
||
|
$
|
15,210
|
|
|
$
|
20,151
|
|
|
|
Three Months Ended
March 31, 2019 |
||
Cash Paid (gross of cash acquired)(1)
|
|
$
|
34,198
|
|
Purchase Price Holdbacks and Other
|
|
1,042
|
|
|
Total Consideration
|
|
35,240
|
|
|
Fair Value of Identifiable Assets Acquired:
|
|
|
||
Cash
|
|
2,273
|
|
|
Accounts Receivable, Prepaid Expenses and Other Assets
|
|
2,845
|
|
|
Property, Plant and Equipment(2)
|
|
4,039
|
|
|
Customer Relationship Intangible Assets
|
|
13,589
|
|
|
Operating Lease Right-of-Use Assets
|
|
10,541
|
|
|
Accounts Payable, Accrued Expenses and Other
Liabilities
|
|
(2,065
|
)
|
|
Operating Lease Liabilities
|
|
(10,541
|
)
|
|
Deferred Income Taxes
|
|
(1,574
|
)
|
|
Total Fair Value of Identifiable Net Assets Acquired
|
|
19,107
|
|
|
Goodwill Initially Recorded(3)
|
|
$
|
16,133
|
|
(1)
|
Included in cash paid for acquisitions in the Condensed Consolidated Statement of Cash Flows for the
three
months ended
March 31, 2019
is net cash acquired of
$2,273
and contingent and other payments, net of
$7,498
related to acquisitions made in previous years.
|
(2)
|
Consists primarily of leasehold improvements, racking structures and warehouse equipment. These assets are depreciated using the straight-line method with the useful lives as noted in Note 2.f. to Notes to Consolidated Financial Statements included in our Annual Report.
|
|
Three Months Ended
March 31, 2018
|
||
Total Revenues
|
$
|
1,045,948
|
|
Income from Continuing Operations
|
$
|
55,566
|
|
Per Share Income from Continuing Operations - Basic
|
$
|
0.20
|
|
Per Share Income from Continuing Operations - Diluted
|
$
|
0.19
|
|
(1)
|
Collectively, the credit agreement ("Credit Agreement"). The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan A"). The Credit Agreement is scheduled to mature on June 3, 2023. Of the
$1,139,566
of outstanding borrowings under the Revolving Credit Facility as of March 31, 2019,
965,800
was denominated in United States dollars,
94,200
was denominated in Canadian dollars and
92,000
was denominated in Euros. In addition, we also had various outstanding letters of credit totaling
$37,271
. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2019 was
$573,163
(which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was
4.0%
as of
March 31, 2019
. The average interest rate in effect under the Revolving Credit Facility as of March 31, 2019 was
4.0%
and the interest rate in effect under Term Loan A as of
March 31, 2019
was
4.2%
.
|
(2)
|
In connection with the 2018 First Amendment (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report), Iron Mountain Information Management, LLC ("IMIM") entered into an incremental term loan activation notice (the "Activation Notice") with certain lenders pursuant to which the lenders party to the Activation Notice agreed to provide commitments to fund an incremental term loan B in the amount of
$700,000
(the "Term Loan B"). On March 26, 2018, IMIM borrowed the full amount of the Term Loan B. The Term Loan B is scheduled to mature on January 2, 2026. The interest rate in effect as of March 31, 2019 was
4.3%
. The amount of debt for the Term Loan B reflects an unamortized original issue discount of
$1,524
and
$1,581
as of March 31, 2019 and December 31, 2018, respectively.
|
(3)
|
The interest rate in effect as of March 31, 2019 was
5.7%
. We had
331,875
Australian dollars outstanding on the AUD Term Loan as of March 31, 2019. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of
$1,587
and
$1,690
as of March 31, 2019 and December 31, 2018, respectively.
|
(4)
|
The interest rate in effect as of March 31, 2019 was
3.2%
.
|
(5)
|
Collectively, the "Parent Notes".
|
(6)
|
The interest rate in effect as of March 31, 2019 was
3.5%
.
|
(7)
|
The interest rate in effect as of March 31, 2019 was
3.5%
.
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Gross Cash Position
|
|
Outstanding Debit Balances
|
|
Net Cash Position
|
|
Gross Cash Position
|
|
Outstanding Debit Balances
|
|
Net Cash Position
|
||||||||||||
QRS Cash Pool
|
$
|
271,400
|
|
|
$
|
(269,400
|
)
|
|
$
|
2,000
|
|
|
$
|
300,800
|
|
|
$
|
(298,800
|
)
|
|
$
|
2,000
|
|
TRS Cash Pool
|
281,100
|
|
|
(277,900
|
)
|
|
3,200
|
|
|
$
|
281,500
|
|
|
(279,300
|
)
|
|
2,200
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Maximum/Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.8
|
|
|
5.6
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
2.8
|
|
|
2.6
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
6.1
|
|
|
5.8
|
|
|
Maximum allowable of 6.5-7.0(1)
|
Fixed charge coverage ratio
|
2.2
|
|
|
2.2
|
|
|
Minimum allowable of 1.5
|
(1)
|
The maximum allowable leverage ratio under our indentures for the 4
7
/
8
% Notes, the GBP Notes 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.
|
|
March 31, 2019
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents(1)
|
$
|
11
|
|
|
$
|
122,114
|
|
|
$
|
109,991
|
|
|
$
|
(70,641
|
)
|
|
$
|
161,475
|
|
Accounts receivable
|
—
|
|
|
37,598
|
|
|
799,923
|
|
|
—
|
|
|
837,521
|
|
|||||
Intercompany receivable
|
—
|
|
|
1,032,582
|
|
|
—
|
|
|
(1,032,582
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
—
|
|
|
110,223
|
|
|
100,660
|
|
|
(29
|
)
|
|
210,854
|
|
|||||
Total Current Assets
|
11
|
|
|
1,302,517
|
|
|
1,010,574
|
|
|
(1,103,252
|
)
|
|
1,209,850
|
|
|||||
Property, Plant and Equipment, Net
|
168
|
|
|
2,999,744
|
|
|
1,525,671
|
|
|
—
|
|
|
4,525,583
|
|
|||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term notes receivable from affiliates and intercompany receivable
|
5,009,984
|
|
|
—
|
|
|
—
|
|
|
(5,009,984
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,926,435
|
|
|
1,017,247
|
|
|
—
|
|
|
(2,943,682
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
2,857,855
|
|
|
1,607,523
|
|
|
—
|
|
|
4,465,378
|
|
|||||
Operating lease right-of-use assets
|
—
|
|
|
895,920
|
|
|
895,616
|
|
|
—
|
|
|
1,791,536
|
|
|||||
Other
|
5
|
|
|
976,403
|
|
|
720,608
|
|
|
—
|
|
|
1,697,016
|
|
|||||
Total Other Assets, Net
|
6,936,424
|
|
|
5,747,425
|
|
|
3,223,747
|
|
|
(7,953,666
|
)
|
|
7,953,930
|
|
|||||
Total Assets
|
$
|
6,936,603
|
|
|
$
|
10,049,686
|
|
|
$
|
5,759,992
|
|
|
$
|
(9,056,918
|
)
|
|
$
|
13,689,363
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Intercompany Payable
|
$
|
729,843
|
|
|
$
|
—
|
|
|
$
|
302,739
|
|
|
$
|
(1,032,582
|
)
|
|
$
|
—
|
|
Debit Balances Under Cash Pools
|
—
|
|
|
—
|
|
|
70,641
|
|
|
(70,641
|
)
|
|
—
|
|
|||||
Current Portion of Long-Term Debt
|
—
|
|
|
55,940
|
|
|
69,231
|
|
|
(29
|
)
|
|
125,142
|
|
|||||
Total Other Current Liabilities (includes current portion of operating lease liabilities)
|
224,825
|
|
|
632,699
|
|
|
532,467
|
|
|
—
|
|
|
1,389,991
|
|
|||||
Long-Term Debt, Net of Current Portion
|
4,218,887
|
|
|
2,212,686
|
|
|
1,934,164
|
|
|
—
|
|
|
8,365,737
|
|
|||||
Long-Term Operating Lease Liabilities, Net of Current Portion
|
—
|
|
|
832,007
|
|
|
824,652
|
|
|
—
|
|
|
1,656,659
|
|
|||||
Long-Term Notes Payable to Affiliates and Intercompany Payable
|
—
|
|
|
5,009,984
|
|
|
—
|
|
|
(5,009,984
|
)
|
|
—
|
|
|||||
Other Long-term Liabilities
|
3,647
|
|
|
51,575
|
|
|
262,776
|
|
|
—
|
|
|
317,998
|
|
|||||
Commitments and Contingencies (See Note 7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Redeemable Noncontrolling Interests
|
—
|
|
|
—
|
|
|
73,102
|
|
|
—
|
|
|
73,102
|
|
|||||
Total Iron Mountain Incorporated Stockholders' Equity
|
1,759,401
|
|
|
1,254,795
|
|
|
1,688,887
|
|
|
(2,943,682
|
)
|
|
1,759,401
|
|
|||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,333
|
|
|
—
|
|
|
1,333
|
|
|||||
Total Equity
|
1,759,401
|
|
|
1,254,795
|
|
|
1,690,220
|
|
|
(2,943,682
|
)
|
|
1,760,734
|
|
|||||
Total Liabilities and Equity
|
$
|
6,936,603
|
|
|
$
|
10,049,686
|
|
|
$
|
5,759,992
|
|
|
$
|
(9,056,918
|
)
|
|
$
|
13,689,363
|
|
(1)
|
Included within Cash and Cash Equivalents at March 31, 2019 is approximately
$76,000
and
$0
of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively.
|
|
December 31, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents(1)
|
$
|
132
|
|
|
$
|
61,650
|
|
|
$
|
169,318
|
|
|
$
|
(65,615
|
)
|
|
$
|
165,485
|
|
Accounts receivable
|
—
|
|
|
47,900
|
|
|
798,989
|
|
|
—
|
|
|
846,889
|
|
|||||
Intercompany receivable
|
—
|
|
|
818,463
|
|
|
—
|
|
|
(818,463
|
)
|
|
—
|
|
|||||
Prepaid expenses and other
|
93
|
|
|
108,879
|
|
|
86,797
|
|
|
(29
|
)
|
|
195,740
|
|
|||||
Total Current Assets
|
225
|
|
|
1,036,892
|
|
|
1,055,104
|
|
|
(884,107
|
)
|
|
1,208,114
|
|
|||||
Property, Plant and Equipment, Net
|
190
|
|
|
3,002,104
|
|
|
1,487,263
|
|
|
—
|
|
|
4,489,557
|
|
|||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term notes receivable from affiliates and intercompany receivable
|
4,954,686
|
|
|
—
|
|
|
—
|
|
|
(4,954,686
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
1,885,174
|
|
|
1,006,144
|
|
|
—
|
|
|
(2,891,318
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
2,858,539
|
|
|
1,582,491
|
|
|
—
|
|
|
4,441,030
|
|
|||||
Other
|
—
|
|
|
979,483
|
|
|
734,063
|
|
|
—
|
|
|
1,713,546
|
|
|||||
Total Other Assets, Net
|
6,839,860
|
|
|
4,844,166
|
|
|
2,316,554
|
|
|
(7,846,004
|
)
|
|
6,154,576
|
|
|||||
Total Assets
|
$
|
6,840,275
|
|
|
$
|
8,883,162
|
|
|
$
|
4,858,921
|
|
|
$
|
(8,730,111
|
)
|
|
$
|
11,852,247
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Intercompany Payable
|
$
|
462,927
|
|
|
$
|
—
|
|
|
$
|
355,536
|
|
|
$
|
(818,463
|
)
|
|
$
|
—
|
|
Debit Balances Under Cash Pools
|
—
|
|
|
10,612
|
|
|
55,003
|
|
|
(65,615
|
)
|
|
—
|
|
|||||
Current Portion of Long-Term Debt
|
—
|
|
|
63,703
|
|
|
62,732
|
|
|
(29
|
)
|
|
126,406
|
|
|||||
Total Other Current Liabilities
|
268,373
|
|
|
616,826
|
|
|
451,073
|
|
|
—
|
|
|
1,336,272
|
|
|||||
Long-Term Debt, Net of Current Portion
|
4,223,822
|
|
|
1,877,649
|
|
|
1,914,946
|
|
|
—
|
|
|
8,016,417
|
|
|||||
Long-Term Notes Payable to Affiliates and Intercompany Payable
|
—
|
|
|
4,954,686
|
|
|
—
|
|
|
(4,954,686
|
)
|
|
—
|
|
|||||
Other Long-term Liabilities
|
973
|
|
|
115,994
|
|
|
300,064
|
|
|
—
|
|
|
417,031
|
|
|||||
Commitments and Contingencies (See Note 7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Redeemable Noncontrolling Interests
|
—
|
|
|
—
|
|
|
70,532
|
|
|
—
|
|
|
70,532
|
|
|||||
Total Iron Mountain Incorporated Stockholders' Equity
|
1,884,180
|
|
|
1,243,692
|
|
|
1,647,626
|
|
|
(2,891,318
|
)
|
|
1,884,180
|
|
|||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,409
|
|
|
—
|
|
|
1,409
|
|
|||||
Total Equity
|
1,884,180
|
|
|
1,243,692
|
|
|
1,649,035
|
|
|
(2,891,318
|
)
|
|
1,885,589
|
|
|||||
Total Liabilities and Equity
|
$
|
6,840,275
|
|
|
$
|
8,883,162
|
|
|
$
|
4,858,921
|
|
|
$
|
(8,730,111
|
)
|
|
$
|
11,852,247
|
|
(1)
|
Included within Cash and Cash Equivalents at December 31, 2018 is approximately
$57,200
and
$12,700
of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively.
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Storage rental
|
$
|
—
|
|
|
$
|
403,741
|
|
|
$
|
259,233
|
|
|
$
|
—
|
|
|
$
|
662,974
|
|
Service
|
—
|
|
|
239,693
|
|
|
151,196
|
|
|
—
|
|
|
390,889
|
|
|||||
Intercompany revenues
|
—
|
|
|
1,154
|
|
|
4,923
|
|
|
(6,077
|
)
|
|
—
|
|
|||||
Total Revenues
|
—
|
|
|
644,588
|
|
|
415,352
|
|
|
(6,077
|
)
|
|
1,053,863
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excluding depreciation and amortization)
|
—
|
|
|
263,137
|
|
|
198,407
|
|
|
—
|
|
|
461,544
|
|
|||||
Intercompany
|
—
|
|
|
4,923
|
|
|
1,154
|
|
|
(6,077
|
)
|
|
—
|
|
|||||
Selling, general and administrative
|
87
|
|
|
187,822
|
|
|
82,650
|
|
|
—
|
|
|
270,559
|
|
|||||
Depreciation and amortization
|
23
|
|
|
102,954
|
|
|
59,506
|
|
|
—
|
|
|
162,483
|
|
|||||
(Gain) Loss on disposal/write-down of property, plant and equipment, net
|
—
|
|
|
574
|
|
|
28
|
|
|
—
|
|
|
602
|
|
|||||
Total Operating Expenses
|
110
|
|
|
559,410
|
|
|
341,745
|
|
|
(6,077
|
)
|
|
895,188
|
|
|||||
Operating (Loss) Income
|
(110
|
)
|
|
85,178
|
|
|
73,607
|
|
|
—
|
|
|
158,675
|
|
|||||
Interest Expense (Income), Net(1)
|
49,625
|
|
|
4,057
|
|
|
48,754
|
|
|
—
|
|
|
102,436
|
|
|||||
Other Expense (Income), Net
|
182
|
|
|
527
|
|
|
14,501
|
|
|
—
|
|
|
15,210
|
|
|||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes
|
(49,917
|
)
|
|
80,594
|
|
|
10,352
|
|
|
—
|
|
|
41,029
|
|
|||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
1,301
|
|
|
9,252
|
|
|
—
|
|
|
10,553
|
|
|||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(79,478
|
)
|
|
4,158
|
|
|
—
|
|
|
75,320
|
|
|
—
|
|
|||||
Income (Loss) from Continuing Operations
|
29,561
|
|
|
75,135
|
|
|
1,100
|
|
|
(75,320
|
)
|
|
30,476
|
|
|||||
(Loss) Income from Discontinued Operations, Net of Tax
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||
Net Income (Loss)
|
29,561
|
|
|
75,111
|
|
|
1,100
|
|
|
(75,320
|
)
|
|
30,452
|
|
|||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
891
|
|
|
—
|
|
|
891
|
|
|||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
29,561
|
|
|
$
|
75,111
|
|
|
$
|
209
|
|
|
$
|
(75,320
|
)
|
|
$
|
29,561
|
|
Net Income (Loss)
|
$
|
29,561
|
|
|
$
|
75,111
|
|
|
$
|
1,100
|
|
|
$
|
(75,320
|
)
|
|
$
|
30,452
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign Currency Translation Adjustments
|
6,141
|
|
|
—
|
|
|
12,050
|
|
|
—
|
|
|
18,191
|
|
|||||
Change in fair value of interest rate swap agreements
|
(2,674
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,674
|
)
|
|||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
11,237
|
|
|
7,156
|
|
|
—
|
|
|
(18,393
|
)
|
|
—
|
|
|||||
Total Other Comprehensive Income (Loss)
|
14,704
|
|
|
7,156
|
|
|
12,050
|
|
|
(18,393
|
)
|
|
15,517
|
|
|||||
Comprehensive Income (Loss)
|
44,265
|
|
|
82,267
|
|
|
13,150
|
|
|
(93,713
|
)
|
|
45,969
|
|
|||||
Comprehensive (Loss) Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
1,704
|
|
|
—
|
|
|
1,704
|
|
|||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
44,265
|
|
|
$
|
82,267
|
|
|
$
|
11,446
|
|
|
$
|
(93,713
|
)
|
|
$
|
44,265
|
|
(1)
|
Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Storage rental
|
$
|
—
|
|
|
$
|
396,476
|
|
|
$
|
254,673
|
|
|
$
|
—
|
|
|
$
|
651,149
|
|
Service
|
—
|
|
|
230,230
|
|
|
161,079
|
|
|
—
|
|
|
391,309
|
|
|||||
Intercompany revenues
|
—
|
|
|
1,205
|
|
|
4,491
|
|
|
(5,696
|
)
|
|
—
|
|
|||||
Total Revenues
|
—
|
|
|
627,911
|
|
|
420,243
|
|
|
(5,696
|
)
|
|
1,042,458
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales (excluding depreciation and amortization)
|
—
|
|
|
246,163
|
|
|
202,558
|
|
|
—
|
|
|
448,721
|
|
|||||
Intercompany cost of sales
|
—
|
|
|
4,491
|
|
|
1,205
|
|
|
(5,696
|
)
|
|
—
|
|
|||||
Selling, general and administrative
|
43
|
|
|
185,348
|
|
|
84,339
|
|
|
—
|
|
|
269,730
|
|
|||||
Depreciation and amortization
|
33
|
|
|
102,446
|
|
|
58,099
|
|
|
—
|
|
|
160,578
|
|
|||||
(Gain) Loss on disposal/write-down of property, plant and equipment, net
|
—
|
|
|
(356
|
)
|
|
(774
|
)
|
|
—
|
|
|
(1,130
|
)
|
|||||
Total Operating Expenses
|
76
|
|
|
538,092
|
|
|
345,427
|
|
|
(5,696
|
)
|
|
877,899
|
|
|||||
Operating (Loss) Income
|
(76
|
)
|
|
89,819
|
|
|
74,816
|
|
|
—
|
|
|
164,559
|
|
|||||
Interest Expense (Income), Net(1)
|
49,941
|
|
|
(1,508
|
)
|
|
49,193
|
|
|
—
|
|
|
97,626
|
|
|||||
Other (Income) Expense, Net
|
(1,157
|
)
|
|
1,560
|
|
|
19,748
|
|
|
—
|
|
|
20,151
|
|
|||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes
|
(48,860
|
)
|
|
89,767
|
|
|
5,875
|
|
|
—
|
|
|
46,782
|
|
|||||
(Benefit) Provision for Income Taxes
|
—
|
|
|
(6,712
|
)
|
|
7,880
|
|
|
—
|
|
|
1,168
|
|
|||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(93,544
|
)
|
|
2,865
|
|
|
—
|
|
|
90,679
|
|
|
—
|
|
|||||
Income (Loss) from Continuing Operations
|
44,684
|
|
|
93,614
|
|
|
(2,005
|
)
|
|
(90,679
|
)
|
|
45,614
|
|
|||||
(Loss) Income from Discontinued Operations
|
—
|
|
|
(422
|
)
|
|
(40
|
)
|
|
—
|
|
|
(462
|
)
|
|||||
Net Income (Loss)
|
44,684
|
|
|
93,192
|
|
|
(2,045
|
)
|
|
(90,679
|
)
|
|
45,152
|
|
|||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
468
|
|
|
—
|
|
|
468
|
|
|||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
44,684
|
|
|
$
|
93,192
|
|
|
$
|
(2,513
|
)
|
|
$
|
(90,679
|
)
|
|
$
|
44,684
|
|
Net Income (Loss)
|
$
|
44,684
|
|
|
$
|
93,192
|
|
|
$
|
(2,045
|
)
|
|
$
|
(90,679
|
)
|
|
$
|
45,152
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign Currency Translation Adjustments
|
(5,635
|
)
|
|
—
|
|
|
37,286
|
|
|
—
|
|
|
31,651
|
|
|||||
Change in fair value of interest rate swap agreements
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|||||
Equity in Other Comprehensive Income (Loss) of Subsidiaries
|
35,732
|
|
|
38,336
|
|
|
—
|
|
|
(74,068
|
)
|
|
—
|
|
|||||
Total Other Comprehensive Income (Loss)
|
29,912
|
|
|
38,336
|
|
|
37,286
|
|
|
(74,068
|
)
|
|
31,466
|
|
|||||
Comprehensive Income (Loss)
|
74,596
|
|
|
131,528
|
|
|
35,241
|
|
|
(164,747
|
)
|
|
76,618
|
|
|||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
2,027
|
|
|
—
|
|
|
2,027
|
|
|||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
74,596
|
|
|
$
|
131,528
|
|
|
$
|
33,214
|
|
|
$
|
(164,747
|
)
|
|
$
|
74,591
|
|
(1)
|
Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Flows from Operating Activities—Continuing Operations
|
$
|
(68,310
|
)
|
|
$
|
116,235
|
|
|
$
|
69,142
|
|
|
$
|
—
|
|
|
$
|
117,067
|
|
Cash Flows from Operating Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Operating Activities
|
(68,310
|
)
|
|
116,235
|
|
|
$
|
69,142
|
|
|
$
|
—
|
|
|
$
|
117,067
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
(84,766
|
)
|
|
(99,999
|
)
|
|
—
|
|
|
(184,765
|
)
|
|||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(9,508
|
)
|
|
(29,915
|
)
|
|
—
|
|
|
(39,423
|
)
|
|||||
Intercompany loans to subsidiaries
|
252,175
|
|
|
22,859
|
|
|
—
|
|
|
(275,034
|
)
|
|
—
|
|
|||||
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles
|
—
|
|
|
(49,301
|
)
|
|
(18,611
|
)
|
|
—
|
|
|
(67,912
|
)
|
|||||
Investments in joint ventures (see Note 9)
|
—
|
|
|
(19,222
|
)
|
|
—
|
|
|
—
|
|
|
(19,222
|
)
|
|||||
Proceeds from sales of property and equipment and other, net
|
—
|
|
|
36
|
|
|
69
|
|
|
—
|
|
|
105
|
|
|||||
Cash Flows from Investing Activities—Continuing Operations
|
252,175
|
|
|
(139,902
|
)
|
|
(148,456
|
)
|
|
(275,034
|
)
|
|
(311,217
|
)
|
|||||
Cash Flows from Investing Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Investing Activities
|
252,175
|
|
|
(139,902
|
)
|
|
(148,456
|
)
|
|
(275,034
|
)
|
|
(311,217
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayment of revolving credit facility, term loan facilities and other debt
|
—
|
|
|
(410,563
|
)
|
|
(940,679
|
)
|
|
—
|
|
|
(1,351,242
|
)
|
|||||
Proceeds from revolving credit facility, term loan facilities and other debt
|
—
|
|
|
734,243
|
|
|
989,219
|
|
|
—
|
|
|
1,723,462
|
|
|||||
Debit (payments) balances under cash pools
|
—
|
|
|
(10,612
|
)
|
|
15,638
|
|
|
(5,026
|
)
|
|
—
|
|
|||||
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net
|
—
|
|
|
—
|
|
|
(498
|
)
|
|
—
|
|
|
(498
|
)
|
|||||
Intercompany loans from parent
|
—
|
|
|
(228,937
|
)
|
|
(46,097
|
)
|
|
275,034
|
|
|
—
|
|
|||||
Parent cash dividends
|
(178,023
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,023
|
)
|
|||||
Net (payments) proceeds associated with employee stock-based awards
|
(5,963
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,963
|
)
|
|||||
Cash Flows from Financing Activities—Continuing Operations
|
(183,986
|
)
|
|
84,131
|
|
|
17,583
|
|
|
270,008
|
|
|
187,736
|
|
|||||
Cash Flows from Financing Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Financing Activities
|
(183,986
|
)
|
|
84,131
|
|
|
17,583
|
|
|
270,008
|
|
|
187,736
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
2,404
|
|
|
—
|
|
|
2,404
|
|
|||||
(Decrease) Increase in cash and cash equivalents
|
(121
|
)
|
|
60,464
|
|
|
(59,327
|
)
|
|
(5,026
|
)
|
|
(4,010
|
)
|
|||||
Cash and cash equivalents, including Restricted Cash, beginning of period
|
132
|
|
|
61,650
|
|
|
169,318
|
|
|
(65,615
|
)
|
|
165,485
|
|
|||||
Cash and cash equivalents, including Restricted Cash,
end of period |
$
|
11
|
|
|
$
|
122,114
|
|
|
$
|
109,991
|
|
|
$
|
(70,641
|
)
|
|
$
|
161,475
|
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash Flows from Operating Activities—Continuing Operations
|
$
|
(66,516
|
)
|
|
$
|
96,674
|
|
|
$
|
61,410
|
|
|
$
|
—
|
|
|
$
|
91,568
|
|
Cash Flows from Operating Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Operating Activities
|
(66,516
|
)
|
|
96,674
|
|
|
61,410
|
|
|
—
|
|
|
91,568
|
|
|||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
—
|
|
|
(62,148
|
)
|
|
(33,457
|
)
|
|
—
|
|
|
(95,605
|
)
|
|||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(1,315,549
|
)
|
|
(113,425
|
)
|
|
—
|
|
|
(1,428,974
|
)
|
|||||
Intercompany loans to subsidiaries
|
157,737
|
|
|
208,443
|
|
|
—
|
|
|
(366,180
|
)
|
|
—
|
|
|||||
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles
|
—
|
|
|
(11,874
|
)
|
|
(6,172
|
)
|
|
—
|
|
|
(18,046
|
)
|
|||||
Proceeds from sales of property and equipment and other, net
|
—
|
|
|
(19,466
|
)
|
|
79
|
|
|
—
|
|
|
(19,387
|
)
|
|||||
Cash Flows from Investing Activities—Continuing Operations
|
157,737
|
|
|
(1,200,594
|
)
|
|
(152,975
|
)
|
|
(366,180
|
)
|
|
(1,562,012
|
)
|
|||||
Cash Flows from Investing Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Investing Activities
|
157,737
|
|
|
(1,200,594
|
)
|
|
(152,975
|
)
|
|
(366,180
|
)
|
|
(1,562,012
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repayment of revolving credit facility, term loan facilities and other debt
|
—
|
|
|
(2,308,119
|
)
|
|
(2,102,537
|
)
|
|
—
|
|
|
(4,410,656
|
)
|
|||||
Proceeds from revolving credit facility, term loan facilities and other debt
|
—
|
|
|
3,067,988
|
|
|
2,428,503
|
|
|
—
|
|
|
5,496,491
|
|
|||||
Debit (payments) balances under cash pools
|
—
|
|
|
(51,946
|
)
|
|
(11,733
|
)
|
|
63,679
|
|
|
—
|
|
|||||
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net
|
—
|
|
|
—
|
|
|
(561
|
)
|
|
—
|
|
|
(561
|
)
|
|||||
Intercompany loans from parent
|
—
|
|
|
(154,184
|
)
|
|
(211,996
|
)
|
|
366,180
|
|
|
—
|
|
|||||
Parent cash dividends
|
(169,006
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(169,006
|
)
|
|||||
Net (payments) proceeds associated with employee stock-based awards
|
(5,950
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,950
|
)
|
|||||
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
|
)
|
|
(9,075
|
)
|
|
(487
|
)
|
|
—
|
|
|
(9,974
|
)
|
|||||
Cash Flows from Financing Activities—Continuing Operations
|
(90,460
|
)
|
|
544,664
|
|
|
101,189
|
|
|
429,859
|
|
|
985,252
|
|
|||||
Cash Flows from Financing Activities—Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash Flows from Financing Activities
|
(90,460
|
)
|
|
544,664
|
|
|
101,189
|
|
|
429,859
|
|
|
985,252
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
1,984
|
|
|
—
|
|
|
1,984
|
|
|||||
Increase (Decrease) in cash and cash equivalents
|
761
|
|
|
(559,256
|
)
|
|
11,608
|
|
|
63,679
|
|
|
(483,208
|
)
|
|||||
Cash and cash equivalents, including Restricted Cash, beginning of period
|
2,433
|
|
|
634,317
|
|
|
383,675
|
|
|
(94,726
|
)
|
|
925,699
|
|
|||||
Cash and cash equivalents, including Restricted Cash,
end of period
|
$
|
3,194
|
|
|
$
|
75,061
|
|
|
$
|
395,283
|
|
|
$
|
(31,047
|
)
|
|
$
|
442,491
|
|
•
|
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 |
||||||||||||||
As of and for the Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total Revenues
|
|
$
|
527,380
|
|
|
$
|
96,747
|
|
|
$
|
128,753
|
|
|
$
|
200,956
|
|
|
$
|
61,536
|
|
|
$
|
38,491
|
|
|
$
|
1,053,863
|
|
Storage Rental
|
|
306,986
|
|
|
66,572
|
|
|
80,695
|
|
|
129,473
|
|
|
59,718
|
|
|
19,530
|
|
|
662,974
|
|
|||||||
Service
|
|
220,394
|
|
|
30,175
|
|
|
48,058
|
|
|
71,483
|
|
|
1,818
|
|
|
18,961
|
|
|
390,889
|
|
|||||||
Depreciation and Amortization
|
|
60,002
|
|
|
10,202
|
|
|
15,257
|
|
|
30,599
|
|
|
31,632
|
|
|
14,791
|
|
|
162,483
|
|
|||||||
Depreciation
|
|
45,752
|
|
|
8,013
|
|
|
10,947
|
|
|
18,218
|
|
|
19,013
|
|
|
12,668
|
|
|
114,611
|
|
|||||||
Amortization
|
|
14,250
|
|
|
2,189
|
|
|
4,310
|
|
|
12,381
|
|
|
12,619
|
|
|
2,123
|
|
|
47,872
|
|
|||||||
Adjusted EBITDA
|
|
223,683
|
|
|
50,552
|
|
|
39,209
|
|
|
58,124
|
|
|
26,011
|
|
|
(73,073
|
)
|
|
324,506
|
|
|||||||
Total Assets(1)
|
|
5,823,817
|
|
|
902,514
|
|
|
1,414,878
|
|
|
2,686,938
|
|
|
2,310,001
|
|
|
551,215
|
|
|
13,689,363
|
|
|||||||
Expenditures for Segment Assets
|
|
56,265
|
|
|
5,632
|
|
|
30,101
|
|
|
31,254
|
|
|
153,705
|
|
|
15,143
|
|
|
292,100
|
|
|||||||
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)
|
|
28,688
|
|
|
5,632
|
|
|
2,116
|
|
|
15,149
|
|
|
121,557
|
|
|
11,623
|
|
|
184,765
|
|
|||||||
Cash Paid (Received) for Acquisitions, Net of Cash Acquired
|
|
9,876
|
|
|
—
|
|
|
11,484
|
|
|
14,543
|
|
|
—
|
|
|
3,520
|
|
|
39,423
|
|
|||||||
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs and third-party commissions.
|
|
17,701
|
|
|
—
|
|
|
16,501
|
|
|
1,562
|
|
|
32,148
|
|
|
—
|
|
|
67,912
|
|
|||||||
As of and for the Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Revenues
|
|
$
|
526,843
|
|
|
$
|
99,964
|
|
|
$
|
134,075
|
|
|
$
|
210,767
|
|
|
$
|
46,603
|
|
|
$
|
24,206
|
|
|
$
|
1,042,458
|
|
Storage Rental
|
|
304,819
|
|
|
69,246
|
|
|
83,952
|
|
|
131,747
|
|
|
45,495
|
|
|
15,890
|
|
|
651,149
|
|
|||||||
Service
|
|
222,024
|
|
|
30,718
|
|
|
50,123
|
|
|
79,020
|
|
|
1,108
|
|
|
8,316
|
|
|
391,309
|
|
|||||||
Depreciation and Amortization
|
|
62,752
|
|
|
10,104
|
|
|
17,556
|
|
|
31,873
|
|
|
22,268
|
|
|
16,025
|
|
|
160,578
|
|
|||||||
Depreciation
|
|
49,138
|
|
|
8,023
|
|
|
12,758
|
|
|
19,064
|
|
|
11,380
|
|
|
13,069
|
|
|
113,432
|
|
|||||||
Amortization
|
|
13,614
|
|
|
2,081
|
|
|
4,798
|
|
|
12,809
|
|
|
10,888
|
|
|
2,956
|
|
|
47,146
|
|
|||||||
Adjusted EBITDA
|
|
225,738
|
|
|
53,852
|
|
|
43,966
|
|
|
60,747
|
|
|
20,790
|
|
|
(62,078
|
)
|
|
343,015
|
|
|||||||
Total Assets(1)
|
|
5,030,238
|
|
|
833,690
|
|
|
917,155
|
|
|
2,441,685
|
|
|
1,875,766
|
|
|
899,615
|
|
|
11,998,149
|
|
|||||||
Expenditures for Segment Assets
|
|
43,181
|
|
|
6,853
|
|
|
7,480
|
|
|
32,160
|
|
|
1,438,012
|
|
|
14,939
|
|
|
1,542,625
|
|
|||||||
Capital Expenditures (see Liquidity and Capital Resources section of Management's Discussion & Analysis of Financial Condition and Results of Operations)
|
|
29,870
|
|
|
6,853
|
|
|
6,047
|
|
|
25,142
|
|
|
13,111
|
|
|
14,582
|
|
|
95,605
|
|
|||||||
Cash Paid (Received) for Acquisitions, Net of Cash Acquired
|
|
1,551
|
|
|
—
|
|
|
—
|
|
|
3,208
|
|
|
1,424,215
|
|
|
—
|
|
|
1,428,974
|
|
|||||||
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs
|
|
11,760
|
|
|
—
|
|
|
1,433
|
|
|
3,810
|
|
|
686
|
|
|
357
|
|
|
18,046
|
|
(1)
|
Excludes all intercompany receivables or payables and investment in subsidiary balances. Total assets as of March 31, 2019 reflects the adoption of ASU 2016-02.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Adjusted EBITDA
|
$
|
324,506
|
|
|
$
|
343,015
|
|
(Add)/Deduct:
|
|
|
|
||||
Provision (Benefit) for Income Taxes
|
10,553
|
|
|
1,168
|
|
||
Other Expense (Income), Net
|
15,210
|
|
|
20,151
|
|
||
Interest Expense, Net
|
102,436
|
|
|
97,626
|
|
||
Loss (gain) on disposal/write-down of property, plant and equipment, net
|
602
|
|
|
(1,130
|
)
|
||
Depreciation and Amortization
|
162,483
|
|
|
160,578
|
|
||
Significant Acquisition Costs(1)
|
2,746
|
|
|
19,008
|
|
||
Income (Loss) from Continuing Operations
|
$
|
30,476
|
|
|
$
|
45,614
|
|
(1)
|
As defined in Note 9 to Notes to Consolidated Financial Statements included in our Annual Report.
|
|
|
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 March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Records Management(1)
|
|
$
|
427,367
|
|
|
$
|
—
|
|
|
$
|
108,707
|
|
|
$
|
172,977
|
|
|
$
|
—
|
|
|
$
|
24,345
|
|
|
$
|
733,396
|
|
Data Management(1)
|
|
—
|
|
|
93,989
|
|
|
19,886
|
|
|
19,227
|
|
|
—
|
|
|
14,146
|
|
|
147,248
|
|
|||||||
Information Destruction(1)(2)
|
|
100,013
|
|
|
2,758
|
|
|
160
|
|
|
8,752
|
|
|
—
|
|
|
—
|
|
|
111,683
|
|
|||||||
Data Center
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,536
|
|
|
—
|
|
|
61,536
|
|
|||||||
Total Revenues
|
|
$
|
527,380
|
|
|
$
|
96,747
|
|
|
$
|
128,753
|
|
|
$
|
200,956
|
|
|
$
|
61,536
|
|
|
$
|
38,491
|
|
|
$
|
1,053,863
|
|
For the Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Records Management(1)
|
|
$
|
435,002
|
|
|
$
|
—
|
|
|
$
|
113,759
|
|
|
$
|
181,330
|
|
|
$
|
—
|
|
|
$
|
10,404
|
|
|
$
|
740,495
|
|
Data Management(1)
|
|
—
|
|
|
97,594
|
|
|
20,219
|
|
|
20,478
|
|
|
—
|
|
|
13,802
|
|
|
152,093
|
|
|||||||
Information Destruction(1)(2)
|
|
91,841
|
|
|
2,370
|
|
|
97
|
|
|
8,959
|
|
|
—
|
|
|
—
|
|
|
103,267
|
|
|||||||
Data Center
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,603
|
|
|
—
|
|
|
46,603
|
|
|||||||
Total Revenues
|
|
$
|
526,843
|
|
|
$
|
99,964
|
|
|
$
|
134,075
|
|
|
$
|
210,767
|
|
|
$
|
46,603
|
|
|
$
|
24,206
|
|
|
$
|
1,042,458
|
|
(1)
|
Each of the offerings within our product and service lines has a component of revenue that is storage rental related and a component that is service revenues, except for information destruction, which does not have a storage rental component.
|
(2)
|
Includes secure shredding services.
|
Declaration Date
|
|
Dividend
Per Share |
|
Record Date
|
|
Total
Amount |
|
Payment Date
|
||||
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
|
||
October 25, 2018
|
|
0.6110
|
|
|
December 17, 2018
|
|
174,935
|
|
|
January 3, 2019
|
||
February 7, 2019
|
|
0.6110
|
|
|
March 15, 2019
|
|
175,242
|
|
|
April 2, 2019
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cost of sales (excluding depreciation and amortization)
|
$
|
898
|
|
|
$
|
296
|
|
Selling, general and administrative expenses
|
1,848
|
|
|
18,712
|
|
||
Total Significant Acquisition Costs
|
$
|
2,746
|
|
|
$
|
19,008
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
North American Records and Information Management Business
|
$
|
378
|
|
|
$
|
584
|
|
North American Data Management Business
|
—
|
|
|
—
|
|
||
Western European Business
|
—
|
|
|
2,152
|
|
||
Other International Business
|
502
|
|
|
537
|
|
||
Global Data Center Business
|
143
|
|
|
10,181
|
|
||
Corporate and Other Business
|
1,723
|
|
|
5,554
|
|
||
Total Significant Acquisition Costs
|
$
|
2,746
|
|
|
$
|
19,008
|
|
•
|
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 information technology ("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.
|
|
Percentage of United States Dollar-Reported
Revenue for the
Three Months Ended
March 31,
|
|
Average Exchange
Rates for the
Three Months Ended
March 31,
|
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
|||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||||||
Australian dollar
|
3.4
|
%
|
|
3.9
|
%
|
|
$
|
0.712
|
|
|
$
|
0.786
|
|
|
(9.4
|
)%
|
Brazilian real
|
2.7
|
%
|
|
3.1
|
%
|
|
$
|
0.265
|
|
|
$
|
0.308
|
|
|
(14.0
|
)%
|
British pound sterling
|
6.6
|
%
|
|
6.8
|
%
|
|
$
|
1.302
|
|
|
$
|
1.391
|
|
|
(6.4
|
)%
|
Canadian dollar
|
5.8
|
%
|
|
6.1
|
%
|
|
$
|
0.752
|
|
|
$
|
0.791
|
|
|
(4.9
|
)%
|
Euro
|
7.5
|
%
|
|
7.0
|
%
|
|
$
|
1.136
|
|
|
$
|
1.229
|
|
|
(7.6
|
)%
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Income (Loss) from Continuing Operations
|
$
|
30,476
|
|
|
$
|
45,614
|
|
Add/(Deduct):
|
|
|
|
|
|||
Provision (Benefit) for Income Taxes
|
10,553
|
|
|
1,168
|
|
||
Other Expense (Income), Net
|
15,210
|
|
|
20,151
|
|
||
Interest Expense, Net
|
102,436
|
|
|
97,626
|
|
||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment, Net
|
602
|
|
|
(1,130
|
)
|
||
Depreciation and Amortization
|
162,483
|
|
|
160,578
|
|
||
Significant Acquisition Costs
|
2,746
|
|
|
19,008
|
|
||
Adjusted EBITDA
|
$
|
324,506
|
|
|
$
|
343,015
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Reported EPS—Fully Diluted from Continuing Operations
|
$
|
0.10
|
|
|
$
|
0.16
|
|
Add/(Deduct):
|
|
|
|
||||
Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
||
Other Expense (Income), Net
|
0.05
|
|
|
0.07
|
|
||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment, Net
|
—
|
|
|
—
|
|
||
Significant Acquisition Costs
|
0.01
|
|
|
0.07
|
|
||
Tax Impact of Reconciling Items and Discrete Tax Items(1)
|
—
|
|
|
(0.05
|
)
|
||
Adjusted EPS—Fully Diluted from Continuing Operations(2)
|
$
|
0.17
|
|
|
$
|
0.24
|
|
(1)
|
The difference between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the
three
months ended
March 31, 2019
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
months ended
March 31, 2019
and
2018
was 18.9% and 19.5%, respectively.
|
(2)
|
Columns may not foot due to rounding.
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net Income (Loss)
|
$
|
30,452
|
|
|
$
|
45,152
|
|
Add/(Deduct):
|
|
|
|
||||
Real Estate Depreciation(1)
|
73,079
|
|
|
69,533
|
|
||
Gains on Sale of Real Estate, Net of Tax
|
—
|
|
|
—
|
|
||
Data Center Lease-Based Intangible Assets Amortization(2)
|
12,609
|
|
|
10,838
|
|
||
FFO (Nareit)
|
116,140
|
|
|
125,523
|
|
||
Add/(Deduct):
|
|
|
|
||||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
602
|
|
|
(1,130
|
)
|
||
Other Expense (Income), Net(3)
|
15,210
|
|
|
20,151
|
|
||
Real Estate Financing Lease Depreciation
|
3,504
|
|
|
3,446
|
|
||
Significant Acquisition Costs
|
2,746
|
|
|
19,008
|
|
||
Tax Impact of Reconciling Items and Discrete Tax Items(4)
|
(709
|
)
|
|
(15,379
|
)
|
||
Loss (Income) from Discontinued Operations, Net of Tax(5)
|
24
|
|
|
462
|
|
||
FFO (Normalized)
|
$
|
137,517
|
|
|
$
|
152,081
|
|
(1)
|
Includes depreciation expense related to owned real estate assets (land improvements, buildings, building improvements, leasehold improvements and racking), excluding depreciation related to real estate financing leases.
|
(2)
|
Includes amortization expense for data center in-place lease intangible assets and data center tenant relationship intangible assets as discussed in Note 2.b. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.
|
(3)
|
Includes foreign currency transaction losses, net of
$17.7 million
and
$21.8 million
in the
three
months ended March 31, 2019 and 2018, respectively. See Note 2.j. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other (income) expense, net.
|
(4)
|
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 $(0.6) million and $(13.4) million for the
three
months ended March 31, 2019 and 2018, respectively.
|
(5)
|
Net of a de minimis tax benefit for the
three
months ended March 31, 2019 and 2018.
|
•
|
Revenue Recognition
|
•
|
Accounting for Acquisitions
|
•
|
Impairment of Tangible and Intangible Assets
|
•
|
Income Taxes
|
|
Three Months Ended
March 31, |
|
|
|
||||||||||
|
Dollar
Change
|
|
Percentage
Change
|
|||||||||||
|
2019
|
|
2018
|
|
|
|||||||||
Revenues
|
$
|
1,053,863
|
|
|
$
|
1,042,458
|
|
|
$
|
11,405
|
|
|
1.1
|
%
|
Operating Expenses
|
895,188
|
|
|
877,899
|
|
|
17,289
|
|
|
2.0
|
%
|
|||
Operating Income
|
158,675
|
|
|
164,559
|
|
|
(5,884
|
)
|
|
(3.6
|
)%
|
|||
Other Expenses, Net
|
128,199
|
|
|
118,945
|
|
|
9,254
|
|
|
7.8
|
%
|
|||
Income from Continuing Operations
|
30,476
|
|
|
45,614
|
|
|
(15,138
|
)
|
|
(33.2
|
)%
|
|||
(Loss) Income from Discontinued Operations, Net of Tax
|
(24
|
)
|
|
(462
|
)
|
|
438
|
|
|
(94.8
|
)%
|
|||
Net Income
|
30,452
|
|
|
45,152
|
|
|
(14,700
|
)
|
|
(32.6
|
)%
|
|||
Net Income (Loss) Attributable to Noncontrolling Interests
|
891
|
|
|
468
|
|
|
423
|
|
|
90.4
|
%
|
|||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
29,561
|
|
|
$
|
44,684
|
|
|
$
|
(15,123
|
)
|
|
(33.8
|
)%
|
Adjusted EBITDA(1)
|
$
|
324,506
|
|
|
$
|
343,015
|
|
|
$
|
(18,509
|
)
|
|
(5.4
|
)%
|
Adjusted EBITDA Margin(1)
|
30.8
|
%
|
|
32.9
|
%
|
|
|
|
|
(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
March 31, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency(1)
|
|
Organic
Growth(2)
|
||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
662,974
|
|
|
$
|
651,149
|
|
|
$
|
11,825
|
|
|
1.8
|
%
|
|
5.1
|
%
|
|
2.0
|
%
|
Service
|
390,889
|
|
|
391,309
|
|
|
(420
|
)
|
|
(0.1
|
)%
|
|
3.5
|
%
|
|
1.8
|
%
|
|||
Total Revenues
|
$
|
1,053,863
|
|
|
$
|
1,042,458
|
|
|
$
|
11,405
|
|
|
1.1
|
%
|
|
4.5
|
%
|
|
1.9
|
%
|
(1)
|
Constant currency growth rates are calculated by translating the
2018
results at the
2019
average exchange rates.
|
(2)
|
Our organic 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 and foreign currency exchange rate fluctuations. Our organic revenue growth rate includes the impact of acquisitions of customer relationships.
|
|
2017
|
|
2018
|
|
2019
|
||||||||||||||||||
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
|
First
Quarter |
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
|
First
Quarter |
||||||||
Storage Rental Revenue
|
4.8
|
%
|
|
3.5
|
%
|
|
4.2
|
%
|
|
3.7
|
%
|
|
1.9
|
%
|
|
2.3
|
%
|
|
1.9
|
%
|
|
2.0
|
%
|
Service Revenue
|
(1.1
|
)%
|
|
(0.2
|
)%
|
|
(0.1
|
)%
|
|
1.4
|
%
|
|
7.6
|
%
|
|
7.1
|
%
|
|
6.1
|
%
|
|
1.8
|
%
|
Total Revenues
|
2.5
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
|
2.8
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
|
3.5
|
%
|
|
1.9
|
%
|
|
Three Months Ended
March 31, |
|
|
Percentage Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
2019
|
|
2018
|
|
|||||||||||||||
Labor
|
$
|
205,291
|
|
|
$
|
208,907
|
|
|
$
|
(3,616
|
)
|
|
(1.7
|
)%
|
|
2.5
|
%
|
|
19.5
|
%
|
|
20.0
|
%
|
|
(0.5
|
)%
|
Facilities
|
174,719
|
|
|
162,112
|
|
|
12,607
|
|
|
7.8
|
%
|
|
11.6
|
%
|
|
16.6
|
%
|
|
15.6
|
%
|
|
1.0
|
%
|
|||
Transportation
|
41,040
|
|
|
38,273
|
|
|
2,767
|
|
|
7.2
|
%
|
|
11.3
|
%
|
|
3.9
|
%
|
|
3.7
|
%
|
|
0.2
|
%
|
|||
Product Cost of Sales and Other
|
39,596
|
|
|
39,133
|
|
|
463
|
|
|
1.2
|
%
|
|
5.9
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
—
|
%
|
|||
Significant Acquisition Costs
|
898
|
|
|
296
|
|
|
602
|
|
|
203.4
|
%
|
|
279.7
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
0.1
|
%
|
|||
Total Cost of Sales
|
$
|
461,544
|
|
|
$
|
448,721
|
|
|
$
|
12,823
|
|
|
2.9
|
%
|
|
7.0
|
%
|
|
43.8
|
%
|
|
43.0
|
%
|
|
0.8
|
%
|
|
Three Months Ended
March 31, |
|
|
|
Percentage Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
||||||||||||||||||
|
2019
|
|
2018
|
|
|
|
|
2019
|
|
2018
|
|
|||||||||||||||
General and Administrative
|
$
|
151,332
|
|
|
$
|
136,293
|
|
|
$
|
15,039
|
|
|
11.0
|
%
|
|
14.6
|
%
|
|
14.4
|
%
|
|
13.1
|
%
|
|
1.3
|
%
|
Sales, Marketing & Account Management
|
66,170
|
|
|
68,873
|
|
|
(2,703
|
)
|
|
(3.9
|
)%
|
|
(1.4
|
)%
|
|
6.3
|
%
|
|
6.6
|
%
|
|
(0.3
|
)%
|
|||
Information Technology
|
46,171
|
|
|
39,504
|
|
|
6,667
|
|
|
16.9
|
%
|
|
19.1
|
%
|
|
4.4
|
%
|
|
3.8
|
%
|
|
0.6
|
%
|
|||
Bad Debt Expense
|
5,038
|
|
|
6,348
|
|
|
(1,310
|
)
|
|
(20.6
|
)%
|
|
(18.6
|
)%
|
|
0.5
|
%
|
|
0.6
|
%
|
|
(0.1
|
)%
|
|||
Significant Acquisition Costs
|
1,848
|
|
|
18,712
|
|
|
(16,864
|
)
|
|
(90.1
|
)%
|
|
(90.0
|
)%
|
|
0.2
|
%
|
|
1.8
|
%
|
|
(1.6
|
)%
|
|||
Total Selling, General and Administrative Expenses
|
$
|
270,559
|
|
|
$
|
269,730
|
|
|
$
|
829
|
|
|
0.3
|
%
|
|
3.0
|
%
|
|
25.7
|
%
|
|
25.9
|
%
|
|
(0.2
|
)%
|
|
Three Months Ended
March 31, |
|
Dollar
Change
|
||||||||
|
2019
|
|
2018
|
|
|||||||
Foreign currency transaction losses (gains), net
|
$
|
17,697
|
|
|
$
|
21,785
|
|
|
$
|
(4,088
|
)
|
Other, net
|
(2,487
|
)
|
|
(1,634
|
)
|
|
(853
|
)
|
|||
|
$
|
15,210
|
|
|
$
|
20,151
|
|
|
$
|
(4,941
|
)
|
|
Three Months Ended
March 31, |
|||||
|
2019(1)
|
2
|
|
2018(2)
|
||
Effective Tax Rate
|
25.7
|
%
|
|
2.5
|
(1)
|
The primary reconciling items between the federal statutory tax rate of
21.0%
and our overall effective tax rate for the three months ended March 31, 2019 were the benefit derived from the dividends paid deduction and the impact of differences in the tax rates at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates.
|
(2)
|
The primary reconciling items between the federal statutory tax rate of
21.0%
and our overall effective tax rate for the three months ended March 31, 2018 were the benefit derived from the dividends paid deduction, a discrete tax benefit of approximately
$14.0 million
associated with the resolution of a tax matter and the impact of differences in the tax rates at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates.
|
|
Three Months Ended
March 31, |
|
Dollar
Change
|
|
Percentage Change
|
|||||||||
|
2019
|
|
2018
|
|
||||||||||
Income from Continuing Operations
|
$
|
30,476
|
|
|
$
|
45,614
|
|
|
$
|
(15,138
|
)
|
|
(33.2
|
)%
|
Income from Continuing Operations as a percentage of Consolidated Revenue
|
2.9
|
%
|
|
4.4
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
324,506
|
|
|
$
|
343,015
|
|
|
$
|
(18,509
|
)
|
|
(5.4
|
)%
|
Adjusted EBITDA Margin
|
30.8
|
%
|
|
32.9
|
%
|
|
|
|
|
|
Three Months Ended
March 31, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Organic
Growth
|
||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
306,986
|
|
|
$
|
304,819
|
|
|
$
|
2,167
|
|
|
0.7
|
%
|
|
1.2
|
%
|
|
1.4
|
%
|
Service
|
220,394
|
|
|
222,024
|
|
|
(1,630
|
)
|
|
(0.7
|
)%
|
|
(0.2
|
)%
|
|
2.3
|
%
|
|||
Segment Revenue
|
$
|
527,380
|
|
|
$
|
526,843
|
|
|
$
|
537
|
|
|
0.1
|
%
|
|
0.6
|
%
|
|
1.8
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
223,683
|
|
|
$
|
225,738
|
|
|
$
|
(2,055
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
42.4
|
%
|
|
42.8
|
%
|
|
|
|
|
|
|
|
|
(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
March 31, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Organic
Growth
|
||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
66,572
|
|
|
$
|
69,246
|
|
|
$
|
(2,674
|
)
|
|
(3.9
|
)%
|
|
(3.5
|
)%
|
|
(2.9
|
)%
|
Service
|
30,175
|
|
|
30,718
|
|
|
(543
|
)
|
|
(1.8
|
)%
|
|
(1.4
|
)%
|
|
(3.2
|
)%
|
|||
Segment Revenue
|
$
|
96,747
|
|
|
$
|
99,964
|
|
|
$
|
(3,217
|
)
|
|
(3.2
|
)%
|
|
(2.9
|
)%
|
|
(3.0
|
)%
|
Segment Adjusted EBITDA(1)
|
$
|
50,552
|
|
|
$
|
53,852
|
|
|
$
|
(3,300
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
52.3
|
%
|
|
53.9
|
%
|
|
|
|
|
|
|
|
|
(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
March 31, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Organic
Growth
|
||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
80,695
|
|
|
$
|
83,952
|
|
|
$
|
(3,257
|
)
|
|
(3.9
|
)%
|
|
3.3
|
%
|
|
3.3
|
%
|
Service
|
48,058
|
|
|
50,123
|
|
|
(2,065
|
)
|
|
(4.1
|
)%
|
|
3.0
|
%
|
|
3.0
|
%
|
|||
Segment Revenue
|
$
|
128,753
|
|
|
$
|
134,075
|
|
|
$
|
(5,322
|
)
|
|
(4.0
|
)%
|
|
3.2
|
%
|
|
3.2
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
39,209
|
|
|
$
|
43,966
|
|
|
$
|
(4,757
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
30.5
|
%
|
|
32.8
|
%
|
|
|
|
|
|
|
|
|
(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
March 31, |
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Organic
Growth
|
||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
129,473
|
|
|
$
|
131,747
|
|
|
$
|
(2,274
|
)
|
|
(1.7
|
)%
|
|
8.6
|
%
|
|
4.6
|
%
|
Service
|
71,483
|
|
|
79,020
|
|
|
(7,537
|
)
|
|
(9.5
|
)%
|
|
1.3
|
%
|
|
(0.6
|
)%
|
|||
Segment Revenue
|
$
|
200,956
|
|
|
$
|
210,767
|
|
|
$
|
(9,811
|
)
|
|
(4.7
|
)%
|
|
5.9
|
%
|
|
2.7
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
58,124
|
|
|
$
|
60,747
|
|
|
$
|
(2,623
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
28.9
|
%
|
|
28.8
|
%
|
|
|
|
|
|
|
|
|
(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
March 31, |
|
|
Percentage Change
|
|
|
||||||||||||||
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Organic
Growth
|
|||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
59,718
|
|
|
$
|
45,495
|
|
|
$
|
14,223
|
|
|
31.3
|
%
|
|
31.4
|
%
|
|
2.6
|
%
|
Service
|
1,818
|
|
|
1,108
|
|
|
710
|
|
|
64.1
|
%
|
|
64.2
|
%
|
|
34.2
|
%
|
|||
Segment Revenue
|
$
|
61,536
|
|
|
$
|
46,603
|
|
|
$
|
14,933
|
|
|
32.0
|
%
|
|
32.2
|
%
|
|
3.3
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
26,011
|
|
|
$
|
20,790
|
|
|
$
|
5,221
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA Margin(2)
|
42.3
|
%
|
|
44.6
|
%
|
|
|
|
|
|
|
|
|
(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
March 31, |
|
|
Percentage Change
|
|
|
||||||||||||||
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Organic
Growth
|
|||||||||||||
|
2019
|
|
2018
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
19,530
|
|
|
$
|
15,890
|
|
|
$
|
3,640
|
|
|
22.9
|
%
|
|
24.3
|
%
|
|
7.0
|
%
|
Service
|
18,961
|
|
|
8,316
|
|
|
10,645
|
|
|
128.0
|
%
|
|
139.3
|
%
|
|
16.2
|
%
|
|||
Segment Revenue
|
$
|
38,491
|
|
|
$
|
24,206
|
|
|
$
|
14,285
|
|
|
59.0
|
%
|
|
62.8
|
%
|
|
10.1
|
%
|
Segment Adjusted EBITDA(1)
|
$
|
(73,073
|
)
|
|
$
|
(62,078
|
)
|
|
$
|
(10,995
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA(1) as a percentage of Consolidated Revenue
|
(6.9
|
)%
|
|
(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.
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities - continuing operations
|
$
|
117,067
|
|
|
$
|
91,568
|
|
Cash flows from investing activities - continuing operations
|
(311,217
|
)
|
|
(1,562,012
|
)
|
||
Cash flows from financing activities - continuing operations
|
187,736
|
|
|
985,252
|
|
||
Cash and cash equivalents at the end of period
|
161,475
|
|
|
442,491
|
|
•
|
We paid cash for acquisitions (net of cash acquired) of
$39.4 million
, primarily funded by borrowings under our revolving credit facility (the "Revolving Credit Facility").
|
•
|
We paid cash for capital expenditures of
$184.8 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, and incurred both (i) customer inducements (which consist primarily of permanent withdrawal fees) and (ii) Contract Fulfillment Costs (as defined in Note 2.c. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report) and third-party commissions during the
three
months ended
March 31, 2019
of
$23.9 million
,
$2.8 million
and
$41.2 million
, respectively.
|
•
|
We paid $19.2 million as part of our investment in Makespace (as discussed in Note 9 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report).
|
•
|
Net proceeds of $372.2 million primarily associated with the borrowings and repayments on our Revolving Credit Facility.
|
•
|
Payment of dividends in the amount of
$178.0 million
on our common stock.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|||||||
Nature of Capital Spend (in thousands)
|
|
2019
|
|
2018
|
||||
Growth Investment Capital Expenditures:
|
|
|
||||||
Real Estate(1)
|
|
$
|
14,836
|
|
|
$
|
21,207
|
|
Non-Real Estate(2)
|
|
8,825
|
|
|
8,309
|
|
||
Data Center(3)
|
|
131,078
|
|
|
14,770
|
|
||
Innovation(1)
|
|
4,781
|
|
|
2,193
|
|
||
Total Growth Investment Capital Expenditures
|
|
159,520
|
|
|
46,479
|
|
||
Recurring Capital Expenditures:
|
|
|
|
|
|
|
||
Real Estate(2)
|
|
10,699
|
|
|
8,999
|
|
||
Non-Real Estate(2)
|
|
4,496
|
|
|
5,961
|
|
||
Data Center(3)
|
|
662
|
|
|
426
|
|
||
Total Recurring Capital Expenditures
|
|
15,857
|
|
|
15,386
|
|
||
Total Capital Spend (on accrual basis)
|
|
175,377
|
|
|
61,865
|
|
||
Net increase (decrease) in prepaid capital expenditures
|
|
1,069
|
|
|
(598
|
)
|
||
Net decrease (increase) in accrued capital expenditures
|
|
8,319
|
|
|
34,338
|
|
||
Total Capital Spend (on cash basis)
|
|
$
|
184,765
|
|
|
$
|
95,605
|
|
(1)
|
Growth investment capital expenditures on real estate growth and innovation to be approximately $175.0 million;
|
(2)
|
Recurring capital expenditures on real estate and non-real estate, as well as non-real estate growth investment capital expenditures, to be approximately $145.0 million to $155.0 million; and
|
(3)
|
Capital expenditures on our data center business to be approximately $250.0 million.
|
|
|
March 31, 2019
|
||||||||||
|
|
Debt (inclusive of discount)
|
|
Unamortized Deferred Financing Costs
|
|
Carrying Amount
|
||||||
Revolving Credit Facility
|
|
$
|
1,139,566
|
|
|
$
|
(13,332
|
)
|
|
$
|
1,126,234
|
|
Term Loan A
|
|
237,500
|
|
|
—
|
|
|
237,500
|
|
|||
Term Loan B
|
|
691,476
|
|
|
(8,430
|
)
|
|
683,046
|
|
|||
Australian Dollar Term Loan
|
|
234,000
|
|
|
(2,893
|
)
|
|
231,107
|
|
|||
UK Bilateral Revolving Credit Facility
|
|
182,450
|
|
|
(2,255
|
)
|
|
180,195
|
|
|||
4
3
/
8
% Senior Notes due 2021
|
|
500,000
|
|
|
(3,725
|
)
|
|
496,275
|
|
|||
6% Senior Notes due 2023
|
|
600,000
|
|
|
(4,851
|
)
|
|
595,149
|
|
|||
5
3
/
8
% CAD Senior Notes due 2023
|
|
187,262
|
|
|
(2,424
|
)
|
|
184,838
|
|
|||
5
3
/
4
% Senior Subordinated Notes due 2024
|
|
1,000,000
|
|
|
(7,439
|
)
|
|
992,561
|
|
|||
3% Euro Senior Notes due 2025
|
|
336,557
|
|
|
(3,941
|
)
|
|
332,616
|
|
|||
3
7
/
8
% GBP Senior Notes due 2025 (the "GBP Notes")
|
|
521,286
|
|
|
(6,480
|
)
|
|
514,806
|
|
|||
5
3
/
8
% Senior Notes due 2026
|
|
250,000
|
|
|
(3,078
|
)
|
|
246,922
|
|
|||
4
7
/
8
% Senior Notes due 2027 (the "4
7
/
8
% Notes")
|
|
1,000,000
|
|
|
(12,086
|
)
|
|
987,914
|
|
|||
5
1
/
4
% Senior Notes due 2028 (the "5
1
/
4
% Notes")
|
|
825,000
|
|
|
(10,628
|
)
|
|
814,372
|
|
|||
Real Estate Mortgages, Financing Lease Liabilities and Other
|
|
566,677
|
|
|
(431
|
)
|
|
566,246
|
|
|||
Accounts Receivable Securitization Program
|
|
252,373
|
|
|
(184
|
)
|
|
252,189
|
|
|||
Mortgage Securitization Program
|
|
50,000
|
|
|
(1,091
|
)
|
|
48,909
|
|
|||
Total Long-term Debt
|
|
8,574,147
|
|
|
(83,268
|
)
|
|
8,490,879
|
|
|||
Less Current Portion
|
|
(125,142
|
)
|
|
—
|
|
|
(125,142
|
)
|
|||
Long-term Debt, Net of Current Portion
|
|
$
|
8,449,005
|
|
|
$
|
(83,268
|
)
|
|
$
|
8,365,737
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Maximum/Minimum Allowable
|
||
Net total lease adjusted leverage ratio
|
5.8
|
|
|
5.6
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
2.8
|
|
|
2.6
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
6.1
|
|
|
5.8
|
|
|
Maximum allowable of 6.5-7.0(1)
|
Fixed charge coverage ratio
|
2.2
|
|
|
2.2
|
|
|
Minimum allowable of 1.5
|
(1)
|
The maximum allowable leverage ratio under our indentures for the 4
7
/
8
% Notes, the GBP Notes 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.
|
|
|
Cumulative Total Through
March 31, 2019
|
|
Three Months Ended
March 31, 2019 |
|
Three Months Ended
March 31, 2018 |
||||||
Significant Acquisition Costs
|
|
$
|
317,270
|
|
|
$
|
2,746
|
|
|
$
|
19,008
|
|
Recall Capital Expenditures
|
|
74,730
|
|
|
1,193
|
|
|
1,884
|
|
|||
Total
|
|
$
|
392,000
|
|
|
$
|
3,939
|
|
|
$
|
20,892
|
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
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 March 31, 2019, 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
|
a.
|
The Recipient hereby acknowledges and understands that the Recipient’s personal data is collected, retained, used, processed, disclosed and transferred, in electronic or other form, as described in this Performance Unit Agreement by and among, as applicable, the Recipient’s employer, the Company and its subsidiaries, and third parties assisting in the implementation, administration and management of the Plan for the exclusive purpose of implementing, administering and managing the Recipient’s participation in the Plan.
|
b.
|
The Recipient understands that the Company and its subsidiaries (including his or her employer), as applicable, hold certain personal information about him or her regarding the Recipient’s employment, the nature and amount of the Recipient’s compensation and the fact and conditions of the Recipient’s participation in the Plan, including, but not limited to, his or her name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any equity or directorships held in the Company and details of all options or any other entitlement to equity awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, in connection with the implementation, management and administration of the Plan (the “Data”).
|
c.
|
The Recipient understands that the Data may be transferred to the Company, its subsidiaries and any third parties assisting in the implementation, administration and management of the Plan, that these entities or persons may be located in the Recipient’s country, or elsewhere, and that such entity or person’s country may have a different or lower standard of data privacy rights and protections than Recipient’s country. The Recipient understands that he or she may request a list with the names and addresses of any entities or persons that receive the Data by contacting the Recipient’s local human resources representative. The Recipient understands that the entities or persons receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including transfers of such Data to a broker or other third party. The Recipient understands that the Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan in accordance with applicable law. The Recipient understands that he or she may, at any time, request to access or be provided the Data, request additional information about the storage and processing of the Data, require any corrections or amendments to the Data in any case without cost and to the extent permitted by law, by contacting in writing his or her local human resources representative. The Recipient understands, however, that objecting to the processing of his or her Data may affect the Recipient’s ability to participate in the Plan.
|
(1)
|
This offer does not require a prospectus to be submitted for approval to the Autorité des Marchés Financiers (“AMF”);
|
(2)
|
The Recipient may take part in the offer solely for his or her own account; and
|
(3)
|
Any financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
|
i.
|
The Recipient hereby acknowledges and understands that the Recipient’s personal data is collected, retained, used, processed, disclosed and transferred, in electronic or other form, as described in this Restricted Stock Unit Agreement by and among, as applicable, the Recipient’s employer, the Company and its subsidiaries, and third parties assisting in the implementation, administration and management of the
|
ii.
|
The Recipient understands that the Company and its subsidiaries (including his or her employer), as applicable, hold certain personal information about him or her regarding the Recipient’s employment, the nature and amount of the Recipient’s compensation and the fact and conditions of the Recipient’s participation in the Plan, including, but not limited to, his or her name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any equity or directorships held in the Company and details of all options or any other entitlement to equity awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, in connection with the implementation, management and administration of the Plan (the “Data”).
|
(1)
|
This offer does not require a prospectus to be submitted for approval to the Autorité des Marchés Financiers (“AMF”);
|
(2)
|
The Optionee may take part in the offer solely for his or her own account; and
|
(3)
|
Any financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
|
i.
|
The Optionee hereby acknowledges and understands that the Optionee’s personal data is collected, retained, used, processed, disclosed and transferred, in electronic or other form, as described in this Option Agreement by and among, as applicable, the Optionee’s employer, the Company and its subsidiaries, and third parties assisting in the implementation, administration and management of the Plan for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.
|
ii.
|
The Optionee understands that the Company and its subsidiaries (including his or her employer), as applicable, hold certain personal information about him or her regarding the Optionee’s employment, the nature and amount of the Optionee’s compensation and the fact and conditions of the Optionee’s participation in the Plan, including, but not limited to, his or her name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any equity or directorships held in the Company and details of all options or any other entitlement to equity awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, in connection with the implementation, management and administration of the Plan (the “Data”).
|
iii.
|
The Optionee understands that the Data may be transferred to the Company, its subsidiaries and any third parties assisting in the implementation, administration and management of the Plan, that these entities or persons may be located in the Optionee’s country, or elsewhere, and that such entity or person’s country may have a different or lower standard of data privacy rights and protections than Optionee’s country. The Optionee understands that he or she may request a list with the names and addresses of any entities or persons that receive the Data by contacting the Optionee’s local human resources representative. The Optionee understands that the entities or persons receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including transfers of such Data to a broker or other third party. The Optionee understands that the Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan in accordance with applicable law. The Optionee understands that he or she may, at any time, request to access or be provided the Data, request additional information about the storage and processing of the Data, require any corrections or amendments to the Data in any case without cost and to the extent permitted by law, by contacting in writing his or her local human resources representative. The Optionee understands, however, that objecting to the processing of his or her Data may affect the Optionee’s ability to participate in the Plan.
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1.
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I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ WILLIAM L. MEANEY
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William L. Meaney
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;
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2.
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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;
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3.
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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;
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4.
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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)
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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;
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(c)
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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
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(d)
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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
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5.
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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
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(b)
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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.
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/s/ STUART B. BROWN
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Stuart B. Brown
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Executive Vice President and Chief Financial Officer
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|
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/s/ WILLIAM L. MEANEY
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|
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William L. Meaney
|
|
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President and Chief Executive Officer
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|
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/s/ STUART B. BROWN
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|
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Stuart B. Brown
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Executive Vice President and Chief Financial Officer
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