Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 28, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | IRON MOUNTAIN INC | |
Entity Central Index Key | 1,020,569 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 263,447,840 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 458,128 | $ 128,381 |
Accounts receivable (less allowances of $31,447 and $41,636 as of December 31, 2015 and September 30, 2016, respectively) | 700,238 | 564,401 |
Deferred income taxes | 11,075 | 22,179 |
Prepaid expenses and other | 169,988 | 142,951 |
Assets held for sale | 127,912 | 0 |
Total Current Assets | 1,467,341 | 857,912 |
Property, Plant and Equipment: | ||
Property, plant and equipment | 5,574,805 | 4,744,236 |
Less—Accumulated depreciation | (2,408,277) | (2,247,078) |
Property, Plant and Equipment, Net | 3,166,528 | 2,497,158 |
Other Assets, Net: | ||
Goodwill | 3,861,810 | 2,360,978 |
Customer relationships and customer inducements | 1,306,011 | 603,314 |
Other | 103,226 | 31,225 |
Total Other Assets, Net | 5,271,047 | 2,995,517 |
Total Assets | 9,904,916 | 6,350,587 |
Current Liabilities: | ||
Current portion of long-term debt | 121,203 | 88,068 |
Accounts payable | 233,971 | 219,590 |
Accrued expenses | 447,413 | 351,061 |
Deferred revenue | 202,171 | 183,112 |
Liabilities held for sale | 19,269 | 0 |
Total Current Liabilities | 1,024,027 | 841,831 |
Long-term Debt, Net of Current Portion | 6,338,024 | 4,757,610 |
Other Long-term Liabilities | 88,794 | 71,844 |
Deferred Rent | 111,035 | 95,693 |
Deferred Income Taxes | 192,782 | 55,002 |
Commitments and Contingencies (see Note 8) | ||
Iron Mountain Incorporated Stockholders' Equity: | ||
Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding) | 0 | 0 |
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 211,340,296 shares and 263,425,012 shares as of December 31, 2015 and September 30, 2016, respectively) | 2,634 | 2,113 |
Additional paid-in capital | 3,506,913 | 1,623,863 |
(Distributions in excess of earnings) Earnings in excess of distributions | (1,246,408) | (942,218) |
Accumulated other comprehensive items, net | (138,446) | (174,917) |
Total Iron Mountain Incorporated Stockholders' Equity | 2,124,693 | 508,841 |
Noncontrolling Interests | 25,561 | 19,766 |
Total Equity | 2,150,254 | 528,607 |
Total Liabilities and Equity | $ 9,904,916 | $ 6,350,587 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances (in dollars) | $ 41,636 | $ 31,447 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 400,000,000 | 400,000,000 |
Common stock, issued shares | 263,425,012 | 211,340,296 |
Common stock, outstanding shares | 263,425,012 | 211,340,296 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | Jul. 27, 2016 | May 25, 2016 | Feb. 18, 2016 | Oct. 29, 2015 | Aug. 27, 2015 | May 28, 2015 | Feb. 19, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Revenues: | |||||||||||
Storage rental | $ 576,465 | $ 460,052 | $ 1,576,358 | $ 1,380,133 | |||||||
Service | 366,357 | 286,477 | 1,000,902 | 875,416 | |||||||
Total Revenues | 942,822 | 746,529 | 2,577,260 | 2,255,549 | |||||||
Operating Expenses: | |||||||||||
Cost of sales (excluding depreciation and amortization) | 429,808 | 317,663 | 1,151,562 | 965,600 | |||||||
Selling, general and administrative | 252,944 | 215,693 | 737,787 | 627,992 | |||||||
Depreciation and amortization | 124,670 | 86,492 | 326,896 | 259,992 | |||||||
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | (54) | (141) | (1,131) | 707 | |||||||
Total Operating Expenses | 807,368 | 619,707 | 2,215,114 | 1,854,291 | |||||||
Operating Income (Loss) | 135,454 | 126,822 | 362,146 | 401,258 | |||||||
Interest Expense (Income), Net | 83,300 | 65,135 | 225,228 | 196,120 | |||||||
Other Expense (Income), Net | 23,302 | 35,246 | 37,006 | 59,599 | |||||||
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | 28,852 | 26,441 | 99,912 | 145,539 | |||||||
Provision (Benefit) for Income Taxes | 23,418 | 3,774 | 46,157 | 27,126 | |||||||
Gain on Sale of Real Estate, Net of Tax | (325) | (850) | (325) | (850) | |||||||
Income (Loss) from Continuing Operations | 5,759 | 23,517 | 54,080 | 119,263 | |||||||
Income (loss) from discontinued operations, net of tax | 2,041 | 0 | 3,628 | 0 | |||||||
Net income (loss) | 7,800 | 23,517 | 57,708 | 119,263 | |||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 720 | 407 | 1,822 | 1,727 | |||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ 7,080 | $ 23,110 | $ 55,886 | $ 117,536 | |||||||
Earnings (Losses) per Share—Basic: | |||||||||||
Income (Loss) from Continuing Operations | $ 0.02 | $ 0.11 | $ 0.22 | $ 0.57 | |||||||
Total Income (Loss) from Discontinued Operations, Net of Tax, per Basic Share | 0.01 | 0 | 0.02 | 0 | |||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated | 0.03 | 0.11 | 0.23 | 0.56 | |||||||
Earnings (Losses) per Share-Diluted: | |||||||||||
Income (Loss) from Continuing Operations | 0.02 | 0.11 | 0.22 | 0.56 | |||||||
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share | 0.01 | 0 | 0.02 | 0 | |||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ 0.03 | $ 0.11 | $ 0.23 | $ 0.55 | |||||||
Weighted Average Common Shares Outstanding-Basic (in shares) | 263,269,000 | 210,912,000 | 240,394,000 | 210,616,000 | |||||||
Weighted Average Common Shares Outstanding-Diluted (in shares) | 264,501,975 | 211,916,610 | 241,519,921 | 212,080,805 | |||||||
Dividends Declared per Common Share (in dollars per share) | $ 0.485 | $ 0.4850 | $ 0.4850 | $ 0.4850 | $ 0.4750 | $ 0.4750 | $ 0.4750 | $ 0.4852 | $ 0.4751000 | $ 1.4886 | $ 1.4250 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Interest Income | $ 2,118 | $ 1,132 | $ 5,549 | $ 2,777 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ 7,800 | $ 23,517 | $ 57,708 | $ 119,263 |
Other Comprehensive (Loss) Income: | ||||
Foreign Currency Translation Adjustments | 11,304 | (34,594) | 38,071 | (89,769) |
Market Value Adjustments for Securities | 0 | (134) | (734) | (111) |
Total Other Comprehensive (Loss) Income | 11,304 | (34,728) | 37,337 | (89,880) |
Comprehensive (Loss) Income | 19,104 | (11,211) | 95,045 | 29,383 |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | 1,181 | (384) | 2,688 | 503 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ 17,923 | $ (10,827) | $ 92,357 | $ 28,880 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Earnings in Excess of Distributions (Distributions in Excess of Earnings) | Accumulated Other Comprehensive Items, Net | Noncontrolling Interests | Recall | RecallCommon Stock |
Balance (in shares) at Dec. 31, 2014 | 209,818,812 | |||||||
Balance at Dec. 31, 2014 | $ 869,955 | $ 2,098 | $ 1,588,841 | $ (659,553) | $ (75,031) | $ 13,600 | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation | 24,627 | $ 13 | 24,614 | |||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares) | 1,264,935 | |||||||
Parent cash dividends declared | (302,658) | (302,658) | ||||||
Currency translation adjustment | (89,769) | (88,545) | (1,224) | |||||
Market Value Adjustments for Securities | (111) | (111) | ||||||
Net income (loss) | 119,263 | 117,536 | 1,727 | |||||
Noncontrolling interests dividends | (1,530) | (1,530) | ||||||
Balance at Sep. 30, 2015 | $ 619,777 | $ 2,111 | 1,613,455 | (844,675) | (163,687) | 12,573 | ||
Balance (in shares) at Sep. 30, 2015 | 211,083,747 | |||||||
Balance (in shares) at Dec. 31, 2015 | 211,340,296 | 211,340,296 | ||||||
Balance at Dec. 31, 2015 | $ 528,607 | $ 2,113 | 1,623,863 | (942,218) | (174,917) | 19,766 | ||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation | 48,545 | 19 | 48,526 | |||||
Fair Value of Common Stock Issued | 1,835,026 | $ 502 | 1,834,524 | $ 1,835,026 | ||||
Issuance of shares in connection with the acquisition of Recall Holdings Limited (in shares) | 50,233,412 | |||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares) | 1,851,304 | |||||||
Parent cash dividends declared | (360,076) | (360,076) | ||||||
Currency translation adjustment | 38,071 | 37,205 | 866 | |||||
Market Value Adjustments for Securities | (734) | (734) | ||||||
Net income (loss) | 57,708 | 55,886 | 1,822 | |||||
Noncontrolling interests equity contributions | 1,299 | 1,299 | ||||||
Noncontrolling interests dividends | (1,698) | (1,698) | ||||||
Purchase of noncontrolling interests | 3,506 | 3,506 | ||||||
Balance at Sep. 30, 2016 | $ 2,150,254 | $ 2,634 | $ 3,506,913 | $ (1,246,408) | $ (138,446) | $ 25,561 | ||
Balance (in shares) at Sep. 30, 2016 | 263,425,012 | 263,425,012 |
CONSOLIDATED STATEMENTS OF EQU8
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Tax benefit (charge) on issuance of shares under employee stock purchase plan and option plans and stock-based compensation | $ 91 | $ 323 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 57,708 | $ 119,263 |
(Income) loss from discontinued operations | (3,628) | 0 |
Adjustments to reconcile net income (loss) to cash flows from operating activities: | ||
Depreciation | 267,280 | 226,497 |
Amortization (includes deferred financing costs and bond discount of $6,443 and $9,241, for the nine months ended September 30, 2015 and 2016, respectively) | 68,857 | 39,938 |
Stock-based compensation expense | 21,870 | 20,936 |
(Benefit) Provision for deferred income taxes | (22,196) | (10,317) |
Loss on early extinguishment of debt, net | 9,283 | 2,156 |
(Gain) Loss on disposal/write-down of property, plant and equipment, net (including real estate) | (1,490) | (352) |
Anticipated loss on disposal of assets held for sale | 14,000 | 0 |
Foreign currency transactions and other, net | 24,006 | 39,006 |
Changes in Assets and Liabilities (exclusive of acquisitions): | ||
Accounts receivable | (6,996) | 11,096 |
Prepaid expenses and other | (642) | 2,687 |
Accounts payable | (39,073) | (23,977) |
Accrued expenses and deferred revenue | 39,553 | (105,538) |
Other assets and long-term liabilities | (9,580) | (1,300) |
Cash Flows from Operating Activities - Continuing Operations | 418,952 | 320,095 |
Cash Flows from Operating Activities - Discontinued Operations | 3,640 | 0 |
Cash Flows from Operating Activities | 422,592 | 320,095 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (246,029) | (202,581) |
Cash paid for acquisitions, net of cash acquired | (276,371) | (27,975) |
Decrease in restricted cash | 0 | 33,860 |
Acquisition of customer relationships | (24,756) | (20,208) |
Customer inducements | (16,099) | (14,955) |
Net proceeds from divestments (see Note 10) | 53,950 | 0 |
Proceeds from sales of property and equipment and other, net (including real estate) | 2,197 | 2,032 |
Cash Flows from Investing Activities—Continuing Operations | (507,108) | (229,827) |
Cash Flows from Investing Activities—Discontinued Operations | (12) | 0 |
Cash Flows from Investing Activities | (507,120) | (229,827) |
Cash Flows from Financing Activities: | ||
Repayment of revolving credit, term loan and bridge facilities and other debt | (11,560,385) | (8,539,577) |
Proceeds from revolving credit, term loan and bridge facilities and other debt | 11,427,389 | 8,142,443 |
Net proceeds from sales of senior notes | 925,443 | 985,000 |
Debt financing and equity contribution from noncontrolling interests | 1,299 | 0 |
Debt repayment and equity distribution to noncontrolling interests | (1,305) | (1,260) |
Parent cash dividends | (360,462) | (303,712) |
Net proceeds (payments) associated with employee stock-based awards | 26,374 | 13,988 |
Excess tax benefit (deficiency) from stock-based compensation | 91 | 323 |
Payment of debt financing and stock issuance costs | (17,107) | (11,665) |
Net Cash Provided by (Used in) Financing Activities | 441,337 | 285,540 |
Cash Flows from Financing Activities—Discontinued Operations | 0 | 0 |
Effect of Exchange Rates on Cash and Cash Equivalents | (27,062) | (8,842) |
Increase (Decrease) in cash and cash equivalents | 329,747 | 366,966 |
Cash and cash equivalents, beginning of period | 128,381 | 125,933 |
Cash and cash equivalents, end of period | 458,128 | 492,899 |
Supplemental Information: | ||
Cash Paid for Interest | 226,770 | 218,863 |
Cash Paid for Income Taxes, Net | 49,776 | 33,411 |
Non-Cash Investing and Financing Activities: | ||
Capital Leases | 45,997 | 28,598 |
Accrued Capital Expenditures | 47,900 | 29,626 |
Dividends Payable | 5,193 | 5,123 |
Fair Value of Stock Issued for Recall Transaction (see Note 4) | $ 1,835,026 | $ 0 |
CONSOLIDATED STATEMENTS OF CA10
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Cash Flows [Abstract] | ||
Deferred financing costs and bond discount included in Amortization | $ 9,241 | $ 6,443 |
General
General | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | The interim consolidated financial statements are presented herein and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Iron Mountain Incorporated, a Delaware corporation ("IMI"), and its subsidiaries ("we" or "us") store records, primarily physical records and data backup media, and provide information management services in various locations throughout North America, Europe, Latin America, Asia Pacific and Africa. We have a diversified customer base consisting of commercial, legal, banking, healthcare, accounting, insurance, entertainment and government organizations. The unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to those rules and regulations, but we believe that the disclosures included herein are adequate to make the information presented not misleading. The Consolidated Financial Statements and Notes thereto, which are included herein, should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2016 (our "Annual Report"). We have been organized and have operated as a real estate investment trust for federal income tax purposes ("REIT") effective for our taxable year beginning January 1, 2014. On May 2, 2016 (Sydney, Australia time), we completed the acquisition of Recall Holdings Limited ("Recall") pursuant to the Scheme Implementation Deed, as amended, with Recall (the "Recall Transaction"). At the closing of the Recall Transaction, we paid approximately $331,800 and issued 50,233,412 shares of our common stock which, based on the closing price of our common stock as of April 29, 2016 (the last day of trading on the New York Stock Exchange ("NYSE") prior to the closing of the Recall Transaction) of $36.53 per share, resulted in a total purchase price to Recall shareholders of approximately $2,166,900 . See Note 4. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | This Note 2 to Notes to Consolidated Financial Statements provides information and disclosure regarding certain of our significant accounting policies and should be read in conjunction with Note 2 to Notes to Consolidated Financial Statements included in our Annual Report, which may provide additional information with regard to the accounting policies set forth herein and other of our significant accounting policies. a. Foreign Currency Local currencies are the functional currencies for our operations outside the United States, with the exception of certain foreign holding companies and our financing centers in Europe, whose functional currency is the United States dollar. In those instances where the local currency is the functional currency, assets and liabilities are translated at period-end exchange rates, and revenues and expenses are translated at average exchange rates for the applicable period. Resulting translation adjustments are reflected in the accumulated other comprehensive items, net component of Iron Mountain Incorporated Stockholders' Equity and Noncontrolling Interests in the accompanying Consolidated Balance Sheets. The gain or loss on foreign currency transactions, calculated as the difference between the historical exchange rate and the exchange rate at the applicable measurement date, including those related to (1) our previously outstanding 6 3 / 4 % Euro Senior Subordinated Notes due 2018 (the "6 3 / 4 % Notes"), (2) borrowings in certain foreign currencies under our Revolving Credit Facility (as defined in Note 5) and (3) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested, are included in Other Expense (Income), Net, in the accompanying Consolidated Statements of Operations. Total loss on foreign currency transactions for the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Total loss on foreign currency transactions $ 32,539 $ 10,685 $ 56,461 $ 15,336 b. Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets We have selected October 1 as our annual goodwill impairment review date. We performed our most recent annual goodwill impairment review as of October 1, 2015 and concluded there was no impairment of goodwill at such date. As of December 31, 2015 , no factors were identified that would alter our October 1, 2015 goodwill analysis. While several of our reporting units were impacted by our acquisition of Recall, no factors were identified as of September 30, 2016 that would indicate an impairment of goodwill. In making this assessment, we considered a number of factors including operating results, business plans, anticipated future cash flows, transactions and marketplace data. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment. When changes occur in the composition of one or more reporting units, the goodwill is reassigned to the reporting units affected based on their relative fair values. Refer to our Annual Report for information regarding the composition of our reporting units as of December 31, 2015. The carrying value of goodwill, net for each of our reporting units as of December 31, 2015 was as follows: Carrying Value North American Records and Information Management(1) $ 1,342,723 North American Secure Shredding(1) 73,021 North American Data Management(2) 369,907 Adjacent Businesses - Data Centers(3) — Adjacent Businesses - Consumer Storage(3) 4,636 Adjacent Businesses - Fine Arts(3) 21,550 UKI(4) 260,202 Continental Western Europe(4) 63,442 Emerging Markets - Europe(5) 87,378 Latin America(5) 78,537 Australia(5) 47,786 Southeast Asia(5) 5,683 India(5) 6,113 Total $ 2,360,978 _______________________________________________________________________________ (1) This reporting unit is included in the North American Records and Information Management Business segment. (2) This reporting unit is included in the North American Data Management Business segment. (3) This reporting unit is included in the Corporate and Other Business segment. (4) This reporting unit is included in the Western European Business segment. (5) This reporting unit is included in the Other International Business segment. In the third quarter of 2016, as a result of changes in the management of our businesses included in our Western European Business segment, we reassessed the composition of our reporting units. As a result of this reassessment, we determined that the businesses included in our former UKI reporting unit were now being managed in conjunction with the businesses included in our former Continental Western Europe reporting unit. As a result, as of September 30, 2016, we have concluded that our Western European Business segment consists of one reporting unit, which is referred to herein as the Western Europe reporting unit. The acquisition of Recall, which is more fully disclosed in Note 4, impacted our reporting units as of September 30, 2016 as follows: • North American Records and Information Management - includes the goodwill associated with the records and information management businesses of Recall in the United States and Canada. • North American Secure Shredding - includes the goodwill associated with the secure shredding businesses of Recall in the United States and Canada. • North American Data Management - includes the goodwill associated with the data management businesses of Recall in the United States and Canada. • Western Europe - includes the goodwill associated with the operations of Recall in Belgium, France, Germany, Spain, Switzerland and the United Kingdom as well as the goodwill associated with the document management solutions (“DMS”) operations of Recall in Sweden. • Northern and Eastern Europe - this reporting unit consists of our former Emerging Markets - Europe reporting unit (as described in our Annual Report), and includes the goodwill associated with the operations of Recall in Denmark, Finland and Norway, as well as the goodwill associated with the records and information management operations of Recall in Sweden. This reporting unit is included in the Other International Business segment. • Latin America - includes the goodwill associated with the operations of Recall in Brazil and Mexico. • Australia and New Zealand - this reporting unit consists of the goodwill associated with the Australia Retained Business (as defined in Note 4), which was a component of our former Australia reporting unit, as well as the operations of Recall in Australia and New Zealand. This reporting unit is included in the Other International Business segment. • Southeast Asia - includes the goodwill associated with the operations of Recall in China, Hong Kong, Malaysia, Singapore, Taiwan and Thailand. • Africa and India - includes the goodwill associated with the operations of Recall in India. The carrying value of goodwill, net for each of our reporting units as of September 30, 2016 is as follows: Carrying Value North American Records and Information Management $ 2,058,150 North American Secure Shredding 148,905 North American Data Management 499,644 Adjacent Businesses - Data Centers — Adjacent Businesses - Consumer Storage 4,636 Adjacent Businesses - Fine Arts 22,911 Western Europe 454,531 Northern and Eastern Europe(1) 142,285 Latin America 180,664 Australia and New Zealand 152,387 Southeast Asia 177,512 Africa and India(2) 20,185 Total $ 3,861,810 _______________________________________________________________________________ (1) Included in this reporting unit at September 30, 2016 is the goodwill associated with our March 2016 acquisition of Archyvu Sistemos as more fully disclosed in Note 4. (2) Included in this reporting unit at September 30, 2016 is the goodwill associated with our March 2016 acquisition of Docufile Holdings Proprietary Limited as more fully disclosed in Note 4. The changes in the carrying value of goodwill attributable to each reportable operating segment for the nine months ended September 30, 2016 are as follows: North American North American Western European Business Other International Business Corporate and Other Business Total Gross Balance as of December 31, 2015 $ 1,620,425 $ 423,606 $ 381,149 $ 225,626 $ 26,186 $ 2,676,992 Deductible goodwill acquired during the year — — — — — — Non-deductible goodwill acquired during the year 790,250 128,669 161,005 474,576 215 1,554,715 Goodwill reclassified as assets held for sale (see Note 10) (3,332 ) — — (40,089 ) — (43,421 ) Fair value and other adjustments(1) (157 ) — — (486 ) 1,146 503 Currency effects 4,921 1,161 (30,939 ) 13,462 — (11,395 ) Gross Balance as of September 30, 2016 $ 2,412,107 $ 553,436 $ 511,215 $ 673,089 $ 27,547 $ 4,177,394 Accumulated Amortization Balance as of December 31, 2015 $ 204,681 $ 53,699 $ 57,505 $ 129 $ — $ 316,014 Currency effects 371 93 (821 ) (73 ) — (430 ) Accumulated Amortization Balance as of September 30, 2016 $ 205,052 $ 53,792 $ 56,684 $ 56 $ — $ 315,584 Net Balance as of December 31, 2015 $ 1,415,744 $ 369,907 $ 323,644 $ 225,497 $ 26,186 $ 2,360,978 Net Balance as of September 30, 2016 $ 2,207,055 $ 499,644 $ 454,531 $ 673,033 $ 27,547 $ 3,861,810 Accumulated Goodwill Impairment Balance as of December 31, 2015 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 Accumulated Goodwill Impairment Balance as of September 30, 2016 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 _______________________________________________________________________________ (1) Total fair value and other adjustments primarily include net adjustments of $685 related to property, plant and equipment and customer relationship intangible assets, partially offset by $182 of cash received related to certain acquisitions completed in 2015. Finite-lived intangible assets Customer relationship intangible assets, which are acquired through either business combinations or acquisitions of customer relationships, are amortized over periods ranging from 10 to 30 years. The value of customer relationship intangible assets is calculated based upon estimates of their fair value utilizing an income approach based on the present value of expected future cash flows. Costs related to the acquisition of large volume accounts are capitalized. Free intake costs to transport boxes to one of our facilities, which include labor and transportation charges ("Move Costs"), are amortized over periods ranging from one to 30 years, and are included in depreciation and amortization in the accompanying Consolidated Statements of Operations. Payments that are made to a customer's current records management vendor in order to terminate the customer's existing contract with that vendor, or direct payments to a customer ("Permanent Withdrawal Fees"), are amortized over periods ranging from one to 15 years and are included in storage and service revenue in the accompanying Consolidated Statements of Operations. Move Costs and Permanent Withdrawal Fees are collectively referred to as "Customer Inducements". If the customer terminates its relationship with us, the unamortized carrying value of the Customer Inducement intangible asset is charged to expense or revenue. However, in the event of such termination, we generally collect, and record as income, permanent removal fees that generally equal or exceed the amount of the unamortized Customer Inducement intangible asset. Other intangible assets, including noncompetition agreements and trademarks, are capitalized and amortized over periods ranging from five to 10 years. The components of our finite-lived intangible assets as of December 31, 2015 and September 30, 2016 are as follows: December 31, 2015 September 30, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Customer relationship intangible assets and Customer Inducements $ 937,174 $ (333,860 ) $ 603,314 $ 1,684,891 $ (378,880 ) $ 1,306,011 Core Technology(1) 3,370 (3,370 ) — 1,625 (1,625 ) — Trademarks and Non-Compete Agreements(1) 7,741 (4,955 ) 2,786 24,448 (6,985 ) 17,463 Total $ 948,285 $ (342,185 ) $ 606,100 $ 1,710,964 $ (387,490 ) $ 1,323,474 _______________________________________________________________________________ (1) Included in Other, a component of Other Assets, Net in the accompanying Consolidated Balance Sheets. Amortization expense associated with finite-lived intangible assets and deferred financing costs for the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Amortization expense associated with finite-lived intangible assets and deferred financing costs $ 13,094 $ 29,899 $ 39,939 $ 68,857 c. Stock-Based Compensation We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock units ("RSUs"), performance units ("PUs") and shares of stock issued under our employee stock purchase plan ("ESPP") (together, "Employee Stock-Based Awards"). Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations for the three and nine months ended September 30, 2015 was $6,159 ( $4,502 after tax or $0.02 per basic and diluted share) and $20,936 ( $14,915 after tax or $0.07 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards for the three and nine months ended September 30, 2016 was $5,957 ( $4,245 after tax or $0.02 per basic and diluted share) and $21,870 ( $16,170 after tax or $0.07 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cost of sales (excluding depreciation and amortization) $ 65 $ 28 $ 156 $ 80 Selling, general and administrative expenses 6,094 5,929 20,780 21,790 Total stock-based compensation $ 6,159 $ 5,957 $ 20,936 $ 21,870 The benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as financing activities in the accompanying Consolidated Statements of Cash Flows. This requirement impacts reported operating cash flows and reported financing cash flows. As a result, net financing cash flows included $323 and $91 for the nine months ended September 30, 2015 and 2016 , respectively, from the benefit of tax deductions compared to recognized compensation cost. The tax benefit of any resulting excess tax deduction increases the Additional Paid-in Capital ("APIC") pool. Any resulting tax deficiency is deducted from the APIC pool. Stock Options A summary of our stock options outstanding as of September 30, 2016 by vesting terms is as follows: September 30, 2016 Stock Options Outstanding % of Stock Options Outstanding Three-year vesting period (10 year contractual life) 2,826,698 76.3 % Five-year vesting period (10 year contractual life) 622,057 16.8 % Ten-year vesting period (12 year contractual life) 255,255 6.9 % 3,704,010 The weighted average fair value of stock options granted for the nine months ended September 30, 2015 and 2016 was $4.88 and $2.55 per share, respectively. These values were estimated on the date of grant using the Black-Scholes stock option pricing model. The weighted average assumptions used for grants in the respective period are as follows: Nine Months Ended Weighted Average Assumptions 2015 2016 Expected volatility 28.4 % 27.2 % Risk-free interest rate 1.70 % 1.32 % Expected dividend yield 5 % 7 % Expected life 5.5 years 5.6 years Expected volatility is calculated utilizing daily historical volatility over a period that equates to the expected life of the stock option. The risk-free interest rate was based on the United States Treasury interest rates whose term is consistent with the expected life (estimated period of time outstanding) of the stock options. Expected dividend yield is considered in the stock option pricing model and represents our current annualized expected per share dividends over the current trade price of our common stock. The expected life of the stock options granted is estimated using the historical exercise behavior of employees. A summary of stock option activity for the nine months ended September 30, 2016 is as follows: Stock Options Weighted Weighted Average Outstanding at December 31, 2015 3,688,814 $ 27.79 Granted 1,435,879 34.02 Exercised (1,373,290 ) 24.12 Forfeited (35,927 ) 32.43 Expired (11,466 ) 30.50 Outstanding at September 30, 2016 3,704,010 $ 31.51 7.08 $ 26,628 Options exercisable at September 30, 2016 1,553,980 $ 26.08 4.54 $ 19,208 Options expected to vest 2,025,402 $ 35.44 8.91 $ 7,020 The aggregate intrinsic value of stock options exercised for the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Aggregate intrinsic value of stock options exercised $ 1,985 $ 5,433 $ 7,868 $ 16,792 Restricted Stock Units Under our various equity compensation plans, we may also grant RSUs. Our RSUs generally have a vesting period of between three and five years from the date of grant. However, RSUs granted to our non-employee directors in 2015 and thereafter vest immediately upon grant. All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. The fair value of RSUs is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero). Cash dividends accrued and paid on RSUs for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cash dividends accrued on RSUs $ 616 $ 620 $ 1,917 $ 1,867 Cash dividends paid on RSUs 270 129 2,570 1,960 The fair value of RSUs vested during the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Fair value of RSUs vested $ 2,377 $ 1,486 $ 21,561 $ 19,271 A summary of RSU activity for the nine months ended September 30, 2016 is as follows: RSUs Weighted- Non-vested at December 31, 2015 1,217,597 $ 33.68 Granted 671,385 32.36 Vested (575,875 ) 33.47 Forfeited (59,627 ) 33.74 Non-vested at September 30, 2016 1,253,480 $ 33.07 Performance Units Under our various equity compensation plans, we may also make awards of PUs. For the majority of outstanding PUs, the number of PUs earned is determined based on our performance against predefined targets of revenue and return on invested capital ("ROIC"). The number of PUs earned may range from 0% to 200% of the initial award. The number of PUs earned is determined based on our actual performance as compared to the targets at the end of a three -year performance period. Certain PUs that we grant will be earned based on a market condition associated with the total return on our common stock in relation to a subset of the Standard & Poor's 500 Index rather than the revenue and ROIC targets noted above. The number of PUs earned based on this market condition may range from 0% to 200% of the initial award. All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. PUs awarded to employees who terminate their employment during the three -year performance period and on or after attaining age 55 and completing 10 years of qualifying service are eligible for pro-rated vesting, subject to the actual achievement against the predefined targets or a market condition as discussed above, based on the number of full years of service completed following the grant date (but delivery of the shares remains deferred). As a result, PUs are generally expensed over the three-year performance period. All PUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the settlement date of the associated PU and will be forfeited if the PU does not vest. Cash dividends accrued and paid on PUs for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cash dividends accrued on PUs $ 222 $ 264 $ 647 $ 789 Cash dividends paid on PUs — — 1,015 645 During the nine months ended September 30, 2016 , we issued 230,052 PUs. The majority of our PUs are earned based on our performance against revenue and ROIC targets during their applicable performance period; therefore, we forecast the likelihood of achieving the predefined revenue and ROIC targets in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the performance period) or the actual PUs earned (at the three-year anniversary of the grant date) over the vesting period for each of the awards. For PUs earned based on a market condition, we utilize a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value is expensed over the three-year performance period. As of September 30, 2016 , we expected 0% , 50% and 100% achievement of the predefined revenue and ROIC targets associated with the awards of PUs made in 2014 , 2015 and 2016 , respectively. The fair value of earned PUs that vested during the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Fair value of earned PUs that vested $ — $ 17 $ 2,107 $ 5,272 A summary of PU activity for the nine months ended September 30, 2016 is as follows: Original PU Adjustment(1) Total Weighted- Non-vested at December 31, 2015 520,764 (86,959 ) 433,805 $ 34.11 Granted 230,052 — 230,052 35.84 Vested (148,855 ) — (148,855 ) 35.42 Forfeited/Performance or Market Conditions Not Achieved (7,690 ) (34,079 ) (41,769 ) 42.87 Non-vested at September 30, 2016 594,271 (121,038 ) 473,233 $ 33.77 _______________________________________________________________________________ (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. Employee Stock Purchase Plan We offer an ESPP in which participation is available to substantially all United States and Canadian employees who meet certain service eligibility requirements. The price for shares purchased under the ESPP is 95% of the market price of our common stock at the end of the offering period, without a look-back feature. As a result, we do not recognize compensation expense for the ESPP shares purchased. For the nine months ended September 30, 2015 and 2016 , there were 59,569 shares and 56,662 shares, respectively, purchased under the ESPP. As of September 30, 2016 , we had 781,767 shares available under the ESPP. _______________________________________________________________________________ As of September 30, 2016 , unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $43,137 and is expected to be recognized over a weighted-average period of 2.0 years. We generally issue shares of our common stock for the exercises of stock options, RSUs, PUs and shares of our common stock under our ESPP from unissued reserved shares. d. Income (Loss) Per Share—Basic and Diluted Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as stock options, warrants or convertible securities) that were outstanding during the period, unless the effect is antidilutive. The calculation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Income (loss) from continuing operations $ 23,517 $ 5,759 $ 119,263 $ 54,080 Less: Net income (loss) attributable to noncontrolling interests 407 720 1,727 1,822 Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation) $ 23,110 $ 5,039 $ 117,536 $ 52,258 Income (loss) from discontinued operations, net of tax $ — $ 2,041 $ — $ 3,628 Net income (loss) attributable to Iron Mountain Incorporated $ 23,110 $ 7,080 $ 117,536 $ 55,886 Weighted-average shares—basic 210,912,000 263,269,000 210,616,000 240,394,000 Effect of dilutive potential stock options 621,615 640,202 934,553 628,263 Effect of dilutive potential RSUs and PUs 382,995 592,773 530,252 497,658 Weighted-average shares—diluted 211,916,610 264,501,975 212,080,805 241,519,921 Earnings (losses) per share—basic: Income (loss) from continuing operations $ 0.11 $ 0.02 $ 0.57 $ 0.22 Income (loss) from discontinued operations, net of tax — 0.01 — 0.02 Net income (loss) attributable to Iron Mountain Incorporated(1) $ 0.11 $ 0.03 $ 0.56 $ 0.23 Earnings (losses) per share—diluted: Income (loss) from continuing operations $ 0.11 $ 0.02 $ 0.56 $ 0.22 Income (loss) from discontinued operations, net of tax — 0.01 — 0.02 Net income (loss) attributable to Iron Mountain Incorporated(1) $ 0.11 $ 0.03 $ 0.55 $ 0.23 Antidilutive stock options, RSUs and PUs, excluded from the calculation 2,262,827 759,478 1,318,811 1,725,249 _______________________________________________________________________________ (1) Columns may not foot due to rounding. e. Income Taxes We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income between our qualified REIT subsidiaries and our domestic taxable REIT subsidiaries ("TRSs"), as well as among the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate. Our effective tax rates for the three and nine months ended September 30, 2015 were 14.3% and 18.6% , respectively. Our effective tax rates for the three and nine months ended September 30, 2016 were 81.2% and 46.2% , respectively. The primary reconciling items between the federal statutory tax rate of 35.0% and our overall effective tax rates in the three and nine months ended September 30, 2015 were the benefit derived from the dividends paid deduction, differences in the rates of tax at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates, and state income taxes (net of federal tax benefit). In the third quarter of 2015, we recorded a tax benefit of $4,100 related to the expiration of certain statutes of limitations and an out-of-period tax adjustment ( $9,000 tax benefit) to correct the valuation of certain deferred tax assets associated with the REIT conversion that occurred in 2014. The primary reconciling items between the federal statutory tax rate of 35.0% and our overall effective tax rates in the three and nine months ended September 30, 2016 were the benefit derived from the dividends paid deduction, differences in the rates of tax at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates, and the impact of the $14,000 charge (described in Note 2.i.) recorded during the third quarter of 2016 related to the anticipated loss on disposal of the Australia Divestment Business (as defined in Note 4), which had no associated tax benefit. f. Concentrations of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentrations of liquid investments as of December 31, 2015 and September 30, 2016 relate to cash and cash equivalents. At December 31, 2015, we had time deposits with four global banks. At September 30, 2016, we had time deposits with six global banks. We consider the global banks to be large, highly-rated investment-grade institutions. As of December 31, 2015 and September 30, 2016 , our cash and cash equivalents were $128,381 and $458,128 , respectively, including time deposits amounting to $18,645 and $18,687 , respectively. g. Fair Value Measurements Our financial assets or liabilities that are carried at fair value are required to be measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015 and September 30, 2016 , respectively, are as follows: Fair Value Measurements at Description Total Carrying Value at December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 18,645 $ — $ 18,645 $ — Trading Securities 10,371 9,514 (2) 857 (1) — Available-for-Sale Securities 624 624 (2) — — Fair Value Measurements at Description Total Carrying Value at September 30, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 18,687 $ — $ 18,687 $ — Trading Securities 10,708 10,225 (2) 483 (1) — _______________________________________________________________________________ (1) Time deposits and certain trading securities are measured based on quoted prices for similar assets and/or subsequent transactions and are included in Prepaid expenses and other in our Consolidated Balance Sheets. (2) Available-for-sale securities and certain trading securities are measured at fair value using quoted market prices. Disclosures are required in the financial statements for items measured at fair value on a non-recurring basis. We did not have any material items that are measured at fair value on a non-recurring basis at December 31, 2015 and September 30, 2016, with the exception of: (i) goodwill (as disclosed in Note 2.b.); (ii) the assets and liabilities acquired through acquisitions (as disclosed in Note 4); (iii) the Access Contingent Consideration (as defined and disclosed in Note 4); and (iv) assets and liabilities held for sale (as disclosed in Note 10), all of which are based on Level 3 inputs. The fair value of our long-term debt, which was determined based on either Level 1 inputs or Level 3 inputs, is disclosed in Note 5. Long-term debt is measured at cost in our Consolidated Balance Sheets as of December 31, 2015 and September 30, 2016 . h. Accumulated Other Comprehensive Items, Net The changes in accumulated other comprehensive items, net for the three months ended September 30, 2015 and 2016 , respectively, are as follows: Foreign Market Value Total Balance as of June 30, 2015 $ (130,752 ) $ 1,002 $ (129,750 ) Other comprehen |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Historically, we have entered into forward contracts to hedge our exposures in Euros, British pounds sterling and Australian dollars. As of December 31, 2015 and September 30, 2016 , however, we had no forward contracts outstanding. Net cash (receipts) payments included in cash from operating activities related to settlements associated with foreign currency forward contracts for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Net cash (receipts) payments $ (7,024 ) $ — $ 22,164 $ — (Gains) losses for our derivative instruments for the three and nine months ended September 30, 2015 and 2016 are as follows: Amount of (Gain) Loss Recognized in Three Months Ended September 30, Nine Months Ended September 30, Derivatives Not Designated as Location of (Gain) Loss 2015 2016 2015 2016 Foreign exchange contracts Other expense (income), net $ (301 ) $ — $ 20,113 $ — We have designated a portion of our previously outstanding 6 3 / 4 % Notes and Euro denominated borrowings by IMI under our Revolving Credit Facility (discussed more fully in Note 5) as a hedge of net investment of certain of our Euro denominated subsidiaries. For the nine months ended September 30, 2015 and 2016 , we designated, on average, 35,151 and 29,858 Euros, respectively, of the previously outstanding 6 3 / 4 % Notes and Euro denominated borrowings by IMI under our Revolving Credit Facility as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we recorded the following foreign exchange (losses) gains, net of tax, related to the change in fair value of such debt due to currency translation adjustments, which is a component of accumulated other comprehensive items, net: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Foreign exchange (losses) gains $ (85 ) $ (313 ) $ 3,381 $ (901 ) Less: Tax (benefit) expense on foreign exchange (losses) gains — — — — Foreign exchange (losses) gains, net of tax $ (85 ) $ (313 ) $ 3,381 $ (901 ) As of September 30, 2016 , cumulative net gains of $16,195 , net of tax, are recorded in accumulated other comprehensive items, net associated with this net investment hedge. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | We account for acquisitions using the acquisition method of accounting, and, accordingly, the assets and liabilities acquired are recorded at their estimated fair values and the results of operations for each acquisition have been included in our consolidated results from their respective acquisition dates. Cash consideration for our various acquisitions in 2016 was primarily provided through borrowings under our Revolving Credit Facility and Bridge Facility (each as defined in Note 5), as well as cash and cash equivalents on-hand. a. Acquisition of Recall On May 2, 2016 (Sydney, Australia time), we completed the Recall Transaction. At the closing of the Recall Transaction, we paid approximately $331,800 and issued 50,233,412 shares of our common stock which, based on the closing price of our common stock as of April 29, 2016 (the last day of trading on the NYSE prior to the closing of the Recall Transaction) of $ 36.53 per share, resulted in a total purchase price to Recall shareholders of approximately $2,166,900 . Regulatory Approvals In connection with the acquisition of Recall, we sought regulatory approval of the Recall Transaction from the United States Department of Justice (the “DOJ”), the Australian Competition and Consumer Commission (the “ACCC”), the Canada Competition Bureau (the “CCB”), and the United Kingdom Competition and Markets Authority (the “CMA”). As part of the regulatory approval process, we agreed to make certain divestments, which are described below in greater detail, in order to address competition concerns raised by the DOJ, the ACCC, the CCB and the CMA in respect of the Recall Transaction (the “Divestments”). See Note 10 for additional information regarding the Divestments, including the presentation of the Divestments in our Consolidated Balance Sheet as of September 30, 2016, our Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2016, respectively, and our Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2016, respectively. Divestments and Management Pending Sales i. United States The DOJ’s approval of the Recall Transaction was subject to the following divestments being made by us following the closing of the Recall Transaction: • Recall’s records and information management facilities, including all associated tangible and intangible assets, in the following 13 United States cities: Buffalo, New York; Charlotte, North Carolina; Detroit, Michigan; Durham, North Carolina; Greenville/Spartanburg, South Carolina; Kansas City, Kansas/Missouri; Nashville, Tennessee; Pittsburgh, Pennsylvania; Raleigh, North Carolina; Richmond, Virginia; San Antonio, Texas; Tulsa, Oklahoma; and San Diego, California (the “Initial United States Divestments”); and • Recall’s records and information management facility in Seattle, Washington and certain of Recall’s records and information management facilities in Atlanta, Georgia, including in each case associated tangible and intangible assets (the “Seattle/Atlanta Divestments”). On May 4, 2016, we completed the sale of the Initial United States Divestments to Access CIG, LLC, a privately held provider of information management services throughout the United States (“Access CIG”), for total consideration of approximately $80,000 , subject to adjustments (the “Access Sale”). Of the total consideration, we received $55,000 in cash proceeds upon closing of the Access Sale, and we are entitled to receive up to $25,000 of additional cash proceeds on the 27-month anniversary of the closing of the Access Sale (the "Access Contingent Consideration"). Our estimate of the fair value of the Access Contingent Consideration is approximately $21,400 (which reflects a fair value adjustment of approximately $2,200 and a present value adjustment of approximately $1,400 ), and accordingly, we have recognized a non-trade receivable included in Other, a component of Other Assets, Net in our Consolidated Balance Sheet as of September 30, 2016 for this amount. The assets subject to the Access Sale were acquired in the Recall Transaction and, therefore, the estimated fair value of the Access Contingent Consideration has been reflected in the allocation of the purchase price for Recall as a component of “Fair Value of Divestments”. Our policy related to the recognition of contingent consideration (from a seller’s perspective) is to recognize contingent consideration at its estimated fair value upon closing of the transaction. Our policy related to the subsequent measurement of contingent consideration (from a seller’s perspective) is (i) to recognize contingent consideration in excess of our original estimate of fair value upon cash receipt of such consideration and (ii) to recognize any impairment of the contingent consideration compared to our original estimate in the period in which we determine such an impairment exists. The Seattle/Atlanta Divestments will be effected by way of a sale of the tangible and intangible assets associated with the relevant facilities, which include warehouse space as well as customer contracts. We have agreed to place the assets and employees subject to the Seattle/Atlanta Divestments in a hold separate arrangement until the Seattle/Atlanta Divestments are completed. In October 2016, we entered into an agreement with a potential buyer that provides for the sale of the Seattle/Atlanta Divestments and the Canadian Divestments (as described and defined below) to such potential buyer. This agreement remains subject to approval by the DOJ and the CCB as well as customary closing conditions and, therefore, we can provide no assurances that the DOJ and the CCB will approve the agreement, or that even with such approval that we will complete the sale on the terms agreed, or at all. ii. Australia The ACCC approved the Recall Transaction after accepting an undertaking from us pursuant to section 87B of the Australian Competition and Consumer Act 2010 (Cth) (the “ACCC Undertaking”). Pursuant to the ACCC Undertaking, we agreed to divest the majority of our Australian operations as they existed prior to the closing of the Recall Transaction by way of a share sale, which effectively involves the sale of our Australian business (as it existed prior to the closing of the Recall Transaction) other than our data management business throughout Australia and our records and information management business in the Northern Territory of Australia, except in relation to customers who have holdings in other Australian states or territories (the “Australia Divestment Business” and, with respect to the portion of our Australia business that is not subject to divestment, the “Australia Retained Business”). Pursuant to the ACCC Undertaking, any prospective purchaser of the Australia Divestment Business is subject to ACCC approval. On October 24, 2016, we received the requisite clearance from the ACCC to sell the Australia Divestment Business and, on October 31, 2016, we completed the sale of the Australia Divestment Business. See Note 13. iii. Canada The CCB approved the Recall Transaction on the basis of the registration of a consent agreement with us pursuant to sections 92 and 105 of the Competition Act (R.S.C., 1985, c. C-34) (the “CCB Consent Agreement”). The CCB Consent Agreement requires us to divest the following assets: • Recall’s record and information management facilities, including associated tangible and intangible assets and employees, in Edmonton, Alberta and Montreal (Laval), Quebec and certain of Recall’s record and information management facilities, including all associated tangible and intangible assets and employees, in Calgary, Alberta and Toronto, Ontario, (the “Recall Canadian Divestments”); and • One of our records and information management facilities in Vancouver (Burnaby), British Columbia and one of our records and information management facilities in Ottawa, Ontario, including associated tangible and intangible assets and employees (the “Iron Mountain Canadian Divestments”). The Recall Canadian Divestments and the Iron Mountain Canadian Divestments (or collectively, the “Canadian Divestments”) will be affected by way of a sale of only the tangible and intangible assets associated with the relevant facilities, which include warehouse space as well as customer contracts. Under the CCB Consent Agreement, the assets subject of the Canadian Divestments will be acquired by a single buyer to be approved by the Commissioner of Competition (the “Commissioner”). Pursuant to the terms of the CCB Consent Agreement, in order to preserve the businesses of the Canadian Divestments, pending completion of a sale of the Canadian Divestments, we must maintain the economic viability and marketability of the businesses of the Canadian Divestments, and we are required to hold the Recall Canadian Divestments separate from those of our other operations. In addition, the business of the Recall Canadian Divestments is being managed by an independent manager selected by us and approved by the Commissioner. In October 2016, we entered into an agreement with a potential buyer that provides for the sale of the Seattle/Atlanta Divestments and the Canadian Divestments to such potential buyer. This agreement remains subject to approval by the DOJ and the CCB as well as customary closing conditions and, therefore, we can provide no assurances that the DOJ and the CCB will approve the agreement, or that even with such approval that we will complete the sale, on the terms agreed or at all. iv. United Kingdom In January 2016, the CMA referred the Recall Transaction for further investigation and report by a group of CMA panel members who were responsible for determining whether the Recall Transaction would result in a substantial lessening of competition within the relevant United Kingdom markets (the “CMA Review”). On March 30, 2016, the CMA announced its conditional consent for the Recall Transaction prior to the CMA’s issuance of its final decision following the CMA Review (the “CMA Consent”). On June 16, 2016, the CMA completed the CMA Review and published its findings. The findings concluded that the Recall Transaction is not expected to result in any substantial lessening of competition outside of North East Scotland, but that the Recall Transaction may result in a substantial lessening of competition in the supply of records management and information management services (including records management and physical offsite data protection services) in the Aberdeen and Dundee areas of Scotland (the “Scotland Affected Areas”). As a result of the CMA’s decision, we will divest Recall’s record and information management facilities, including associated tangible and intangible assets and employees, in the Scotland Affected Areas (the “UK Divestments”). Pursuant to the CMA Consent, in order to preserve the business of the UK Divestments, pending completion of the sale of the UK Divestments, we must maintain the economic viability and marketability of the business of the UK Divestments, and we are required to hold the UK Divestments separate from those of our other operations. In addition, the CMA concluded that a monitoring trustee should be appointed, at our sole expense and subject to CMA approval, to monitor compliance with the CMA’s findings and to ensure a prompt sale of the UK Divestments. We are in discussions with potential buyers for the UK Divestments. Aside from the CMA’s eventual approval of the purchaser of the UK Divestments, this decision marks the completion of the CMA Review. _______________________________________________________________________________ The unaudited consolidated pro forma financial information (the "Pro Forma Financial Information") below summarizes the combined results of us and Recall on a pro forma basis as if the Recall Transaction had occurred on January 1, 2015. The Pro Forma Financial Information is presented for informational purposes and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2015. The Pro Forma Financial Information, for all periods presented, includes adjustments to convert Recall's historical results from International Financial Reporting Standards to GAAP, our current estimates of purchase accounting adjustments (including amortization expenses from acquired intangible assets, depreciation of acquired property, plant and equipment and amortization of favorable and unfavorable leases), stock-based compensation and related tax effects. Through September 30, 2016 , we and Recall have collectively incurred $137,652 of operating expenditures to complete the Recall Transaction (including advisory and professional fees and costs to complete the Divestments required in connection with receipt of regulatory approval and to provide transitional services required to support the divested businesses during a transition period). These operating expenditures have been reflected within the results of operations in the Pro Forma Financial Information as if they were incurred on January 1, 2015. The costs we have incurred to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs are reflected in the Pro Forma Financial Information in the period in which they were incurred. The Pro Forma Financial Information, for all periods presented, exclude from income (loss) from continuing operations the results of operations of the Initial United States Divestments, the Seattle/Atlanta Divestments, the Recall Canadian Divestments and the UK Divestments, as these businesses are presented as discontinued operations. The results of the Australia Divestment Business and the Iron Mountain Canadian Divestments are included within the results from continuing operations in the Pro Forma Financial Information for all periods presented, as these businesses do not qualify for discontinued operations. The Australia Divestment Business and the Iron Mountain Canadian Divestments, collectively, represent $23,317 and $50,759 of total revenues and $3,595 and $5,146 of total income from continuing operations for the three and nine months ended September 30, 2015, respectively, and $15,803 and $42,954 of total revenues and $1,986 and $2,741 of total income from continuing operations for the three and nine months ended September 30, 2016, respectively. Three Months Ended Nine Months Ended 2015 2016 2015 2016 Total Revenues $ 927,622 $ 942,822 $ 2,811,211 $ 2,828,033 Income (Loss) from Continuing Operations $ 14,530 $ 8,935 $ (15,654 ) $ 89,036 Per Share Income (Loss) from Continuing Operations - Basic $ 0.05 $ 0.03 $ (0.07 ) $ 0.33 Per Share Income (Loss) from Continuing Operations - Diluted $ 0.05 $ 0.03 $ (0.07 ) $ 0.33 The amount of revenue and earnings in our Consolidated Statements of Operations for the three and nine months ended September 30, 2016 related to Recall is impracticable for us to determine. Subsequent to the closing of the Recall Transaction, we began integrating Recall and our existing operations in order to achieve operational synergies. As a result, the revenue generated by Recall, as well as the underlying costs of sales and selling, general and administrative expenses to support Recall's business, are now integrated with the revenue we generate, as well as the costs of sales and selling, general and administrative expenses that supported our business, prior to the acquisition of Recall. In addition to our acquisition of Recall, we completed certain other acquisitions during 2016. The unaudited pro forma results of operations (including revenue and earnings) for the current and prior periods reflecting these acquisitions and certain acquisitions in 2015 are not presented due to the insignificant impact of these acquisitions on our consolidated results of operations. b. Other 2016 Acquisitions In March 2016, we acquired a controlling interest in Docufile Holdings Proprietary Limited ("Docufile"), a storage and records management company with operations in South Africa, for approximately $15,000 . The acquisition of Docufile represents our entrance into Africa. In March 2016, in order to expand our presence in the Baltic region, we acquired the stock of Archyvu Sistemos, a storage and records management company with operations in Lithuania, Latvia and Estonia, for approximately $5,100 . In August 2016, we reached an agreement in principle under a non-binding memorandum of understanding to acquire the information management operations of Santa Fe Group A/S (“Santa Fe”) in ten regions within Europe and Asia (the “Santa Fe Transaction”) for approximately 27,000 Euro, or approximately $ 30,300 , based upon the exchange rate between the United States dollar and the Euro as of September 30, 2016. Santa Fe operates its information management business in Spain, India, Hong Kong, Macau, Indonesia, the Philippines, Singapore, Malaysia, South Korea and Taiwan. The memorandum of understanding between us and Santa Fe is non-binding and any binding agreement we enter into with Santa Fe will be subject to closing conditions; accordingly, we can provide no assurance that we will complete this acquisition, that the acquisition will not be delayed or that the terms of the acquisition will not change. _______________________________________________________________________________ A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2016 acquisitions is as follows: Recall Other Fiscal 2016 Year Acquisitions (excluding Recall) Total Cash Paid (gross of cash acquired)(1) $ 331,834 $ 21,817 $ 353,651 Fair Value of Common Stock Issued 1,835,026 — 1,835,026 Fair Value of Noncontrolling Interests — 3,506 3,506 Total Consideration 2,166,860 25,323 2,192,183 Fair Value of Identifiable Assets Acquired: Cash 76,531 567 77,098 Accounts Receivable and Prepaid Expenses 204,610 2,582 207,192 Fair Value of Divestments(2) 122,978 — 122,978 Other Assets 47,574 541 48,115 Property, Plant and Equipment(3) 677,509 8,409 685,918 Customer Relationship Intangible Assets(4) 729,514 10,614 740,128 Debt Assumed (789,264 ) — (789,264 ) Accounts Payable, Accrued Expenses and Other Liabilities (258,937 ) (8,450 ) (267,387 ) Deferred Income Taxes (184,590 ) (2,720 ) (187,310 ) Total Fair Value of Identifiable Net Assets Acquired 625,925 11,543 637,468 Goodwill Initially Recorded(5) $ 1,540,935 $ 13,780 $ 1,554,715 _______________________________________________________________________________ (1) Included in cash paid for acquisitions in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 is net cash acquired of $77,098 and cash received of $182 related to acquisitions made in previous years. (2) Represents the fair value, less costs to sell, of the Initial United States Divestments, the Seattle/Atlanta Divestments, the Recall Canadian Divestments and the UK Divestments. (3) Consists primarily of buildings, racking structures, leasehold improvements and computer hardware and software. 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. (4) The weighted average lives of customer relationship intangible assets associated with acquisitions in 2016 was 14 years , primarily related to the customer relationship intangible assets associated with the Recall Transaction. (5) The goodwill associated with Recall is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and Recall. Allocations of the purchase price for acquisitions made in 2016 were based on estimates of the fair value of the net assets acquired and are subject to adjustment upon the finalization of the purchase price allocations. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management's best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The estimates and assumptions underlying the initial valuations are subject to the collection of information necessary to complete the valuations within the measurement periods, which are up to one year from the respective acquisition dates. Assets and liabilities that were acquired and classified as held for sale immediately following the Recall Transaction were valued based on the estimated fair value of the divestment, less costs to sell. The preliminary purchase price allocations that are not finalized as of September 30, 2016 primarily relate to the final assessment of the fair values of intangible assets (primarily customer relationship intangible assets and trademarks), property, plant and equipment (primarily building and racking structures), operating leases, contingencies and income taxes (primarily deferred income taxes) associated with the Recall Transaction. As the valuation of certain assets and liabilities for purposes of purchase price allocations are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances regarding these assets and liabilities that existed at the acquisition date. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Adjustments recorded during the three months ended September 30, 2016 were not material to our results from operations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Long-term debt is as follows: December 31, 2015 Debt Unamortized Deferred Financing Costs Carrying Amount Fair Revolving Credit Facility(1) $ 784,438 $ (9,410 ) $ 775,028 $ 784,438 Term Loan(1) 243,750 — 243,750 243,750 6% Senior Notes due 2020 (the "6% Notes due 2020")(2)(3)(4) 1,000,000 (16,124 ) 983,876 1,052,500 6 1 / 8 % CAD Senior Notes due 2021 (the "CAD Notes due 2021")(2)(5) 144,190 (1,924 ) 142,266 147,074 6 1 / 8 % GBP Senior Notes due 2022 (the "GBP Notes")(2)(4)(6) 592,140 (8,757 ) 583,383 606,944 6% Senior Notes due 2023 (the "6% Notes due 2023")(2)(3) 600,000 (8,420 ) 591,580 618,000 5 3 / 4 % Senior Subordinated Notes due 2024 (the "5 3 / 4 % Notes")(2)(3) 1,000,000 (11,902 ) 988,098 961,200 Real Estate Mortgages, Capital Leases and Other(7) 333,559 (1,070 ) 332,489 333,559 Accounts Receivable Securitization Program(8) 205,900 (692 ) 205,208 205,900 Total Long-term Debt 4,903,977 (58,299 ) 4,845,678 Less Current Portion (88,068 ) — (88,068 ) Long-term Debt, Net of Current Portion $ 4,815,909 $ (58,299 ) $ 4,757,610 September 30, 2016 Debt (inclusive of discount) Unamortized Deferred Financing Costs Carrying Amount Fair Revolving Credit Facility(1) $ 1,240,761 $ (8,166 ) $ 1,232,595 $ 1,240,761 Term Loan(1) 234,375 — 234,375 234,375 Australian Dollar Term Loan (the "AUD Term Loan")(9) 188,967 (3,713 ) 185,254 190,876 6% Notes due 2020(2)(3)(4) 1,000,000 (13,578 ) 986,422 1,055,000 CAD Notes due 2021(2)(5) 152,179 (1,762 ) 150,417 158,837 4 3 / 8 % Senior Notes due 2021 (the "4 3 / 8 % Notes")(2)(3)(4) 500,000 (8,051 ) 491,949 515,000 GBP Notes(2)(4)(6) 518,808 (6,816 ) 511,992 544,748 6% Notes due 2023(2)(3) 600,000 (7,597 ) 592,403 642,000 5 3 / 8 % CAD Senior Notes due 2023 (the "CAD Notes due 2023")(2)(4)(5) 190,223 (3,370 ) 186,853 191,412 5 3 / 4 % Notes(2)(3) 1,000,000 (10,872 ) 989,128 1,032,500 5 3 / 8 % Senior Notes due 2026 (the "5 3 / 8 % Notes")(2)(4)(10) 250,000 (4,159 ) 245,841 249,375 Real Estate Mortgages, Capital Leases and Other(7) 444,772 (1,113 ) 443,659 444,772 Accounts Receivable Securitization Program(8) 208,800 (461 ) 208,339 208,800 Total Long-term Debt 6,528,885 (69,658 ) 6,459,227 Less Current Portion (121,203 ) — (121,203 ) Long-term Debt, Net of Current Portion $ 6,407,682 $ (69,658 ) $ 6,338,024 ______________________________________________________________________________ (1) The capital stock or other equity interests of most of our United States subsidiaries, and up to 66% of the capital stock or other equity interests of most of our first-tier foreign subsidiaries, are pledged to secure these debt instruments, together with all intercompany obligations (including promissory notes) of subsidiaries owed to us or to one of our United States subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC ("Canada Company") has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian dollar subfacility under the Revolving Credit Facility (defined below). The fair value (Level 3 of fair value hierarchy described at Note 2.g.) of these debt instruments approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio)), as of December 31, 2015 and September 30, 2016 , respectively. (2) The fair values (Level 1 of fair value hierarchy described at Note 2.g.) of these debt instruments are based on quoted market prices for these notes on December 31, 2015 and September 30, 2016 , respectively. (3) Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by its direct and indirect 100% owned United States subsidiaries that represent the substantial majority of our United States operations (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. Canada Company, Iron Mountain Europe PLC ("IME"), the Special Purpose Subsidiaries (as defined below) and the remainder of our subsidiaries do not guarantee the Parent Notes. See Note 6. (4) The 6% Notes due 2020, the 4 3 / 8 % Notes, the GBP Notes, the CAD Notes due 2023 and the 5 3 / 8 % Notes (collectively, the "Unregistered Notes") have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Unless they are registered, the Unregistered Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction. (5) Canada Company is the direct obligor on the CAD Notes due 2021 and the CAD Notes due 2023 (collectively, the "CAD Notes"), which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 6. (6) IME is the direct obligor on the GBP Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 6. (7) We believe the fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt approximates its carrying value. (8) The Special Purpose Subsidiaries are the obligors under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt approximates its carrying value. (9) The fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $ 1,909 as of September 30, 2016. (10) Iron Mountain US Holdings, Inc. ("IM US Holdings"), a 100% owned subsidiary of IMI and one of the Guarantors, is the direct obligor on the 5 3 / 8 % Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the other Guarantors. These guarantees are joint and several obligations of IMI and such Guarantors. See Note 6. a. Credit Agreement On July 2, 2015, we entered into a new credit agreement (the "Credit Agreement") to refinance our then existing credit agreement which consisted of a revolving credit facility (the "Former Revolving Credit Facility") and a term loan and was scheduled to terminate on June 27, 2016. The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan"). We recorded a charge of $2,156 to other expense (income), net in the third quarter of 2015 related to the refinancing of the Credit Agreement, representing a write-off of unamortized deferred financing costs. On June 24, 2016, Iron Mountain Information Management, LLC (“IMIM”) entered into a commitment increase supplement (the “Commitment Increase Supplement”), pursuant to which we increased the maximum amount permitted to be borrowed under the Revolving Credit Facility from $1,500,000 to $1,750,000 . After entering into the Commitment Increase Supplement, the maximum amount available for borrowing under the Credit Agreement is $2,000,000 (consisting of a Revolving Credit Facility of $1,750,000 and a Term Loan of $250,000 ). We continue to have the option to request additional commitments of up to $250,000 , in the form of term loans or through increased commitments under the Revolving Credit Facility, subject to the conditions specified in the Credit Agreement. The Revolving Credit Facility is supported by a group of 25 banks and enables IMI and certain of its United States and foreign subsidiaries to borrow in United States dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling, Euros and Australian dollars, among other currencies) in an aggregate outstanding amount not to exceed $1,750,000 . The Term Loan is to be paid in quarterly installments in an amount equal to $3,125 per quarter, with the remaining balance due on July 3, 2019. The Credit Agreement terminates on July 6, 2019, at which point all obligations become due, but may be extended by one year at our option, subject to the conditions set forth in the Credit Agreement. Borrowings under the Credit Agreement may be prepaid without penalty or premium, in whole or in part, at any time. IMI and the Guarantors guarantee all obligations under the Credit Agreement. The interest rate on borrowings under the Credit Agreement varies depending on our choice of interest rate and currency options, plus an applicable margin, which varies based on our consolidated leverage ratio. Additionally, the Credit Agreement requires the payment of a commitment fee on the unused portion of the Revolving Credit Facility, which fee ranges from between 0.25% to 0.4% based on our consolidated leverage ratio and fees associated with outstanding letters of credit. As of September 30, 2016, we had $1,240,761 and $234,375 of outstanding borrowings under the Revolving Credit Facility and the Term Loan, respectively. Of the $1,240,761 of outstanding borrowings under the Revolving Credit Facility, $718,800 was denominated in United States dollars, 6,000 was denominated in Canadian dollars, 255,150 was denominated in Euros and 303,000 was denominated in Australian dollars. In addition, we also had various outstanding letters of credit totaling $55,392 . The remaining amount available for borrowing under the Revolving Credit Facility as of September 30, 2016, based on IMI's leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $453,847 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was 2.9% as of September 30, 2016 . The average interest rate in effect under the Revolving Credit Facility was 2.9% and ranged from 2.3% to 4.8% as of September 30, 2016 and the interest rate in effect under the Term Loan as of September 30, 2016 was 2.8% . The Credit Agreement, our indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our indentures or other agreements governing our indebtedness. The Credit Agreement uses EBITDAR-based calculations as the primary measures of financial performance, including leverage and fixed charge coverage ratios. Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2015 and September 30, 2016, respectively, and our leverage ratio under our indentures as of December 31, 2015 and September 30, 2016, respectively, are as follows: December 31, 2015 September 30, 2016 Maximum/Minimum Allowable Net total lease adjusted leverage ratio 5.6 5.7 Maximum allowable of 6.5 Net secured debt lease adjusted leverage ratio 2.6 2.6 Maximum allowable of 4.0 Bond leverage ratio (not lease adjusted) 5.5 5.4 Maximum allowable of 6.5 Fixed charge coverage ratio 2.4 2.5 Minimum allowable of 1.5 As noted in the table above, our maximum allowable net total lease adjusted leverage ratio under the Credit Agreement is 6.5 . The Credit Agreement also contains a provision which limits, in certain circumstances, our dividends in any four consecutive fiscal quarters to 95% of Funds From Operations (as defined in the Credit Agreement) for such four fiscal quarters or, if greater, the amount that we would be required to pay in order to continue to be qualified for taxation as a REIT or to avoid the imposition of income or excise taxes on IMI. This limitation only is applicable when our net total lease adjusted leverage ratio exceeds 6.0 as measured as of the end of the most recently completed fiscal quarter. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity. Commitment fees and letters of credit fees, which are based on the unused balances under the Former Revolving Credit Facility, the Revolving Credit Facility and the Accounts Receivable Securitization Program (as defined below) for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Commitment fees and letters of credit fees $ 883 $ 428 $ 2,741 $ 1,457 b. Bridge Facility On April 19, 2016, in order to provide a portion of the financing necessary to close the Recall Transaction, we entered into a commitment letter with JPMorgan Chase Bank, N.A., as a lender and administrative agent, and the other lenders party thereto (the "Lenders"), pursuant to which the Lenders committed to provide us an unsecured bridge term loan facility of up to $850,000 (the "Bridge Facility"). On April 29, 2016, we entered into a bridge credit agreement (the “Bridge Credit Agreement”) with the Lenders and borrowed the full amount of the Bridge Facility. We used the proceeds from the Bridge Facility, together with borrowings under the Revolving Credit Facility, to finance a portion of the cost of the Recall Transaction, including refinancing Recall’s existing indebtedness and to pay costs we incurred in connection with the Recall Transaction. On May 31, 2016, we used the proceeds from the issuance of the 4 ⅜% Notes and the 5 ⅜% Notes, together with cash on hand and borrowings under the Revolving Credit Facility, to repay the Bridge Facility, and effective May 31, 2016, we terminated the commitments of the lenders under the Bridge Credit Agreement. We recorded a charge to other expense (income), net of $9,283 during the second quarter of 2016 related to the early extinguishment of the Bridge Credit Agreement. This charge primarily consisted of the write-off of unamortized deferred financing costs. c. Issuance of 4 3 / 8 % Notes, 5 3 / 8 % Notes and CAD Notes due 2023 In May 2016, IMI completed a private offering of $500,000 in aggregate principal amount of the 4 3 / 8 % Notes and IM US Holdings completed a private offering of $250,000 in aggregate principal amount of the 5 3 / 8 % Notes. The 4 3 / 8 % Notes and 5 3 / 8 % Notes were issued at par. The aggregate net proceeds of $738,750 from the 4 3 / 8 % Notes and 5 3 / 8 % Notes, after paying the initial purchasers' commissions, were used, together with cash on hand and borrowings under the Revolving Credit Facility, for the repayment of all outstanding borrowings under the Bridge Credit Agreement. On September 15, 2016, Canada Company completed a private offering of 250,000 Canadian dollars in aggregate principal amount of the CAD Notes due 2023. The CAD Notes due 2023 were issued at par. The aggregate net proceeds from the CAD Notes due 2023 of 246,250 Canadian dollars (or $186,693 , based upon the exchange rate between the Canadian dollar and the United States dollar on September 15, 2016 (the settlement date for the CAD Notes due 2023)), after paying the initial purchasers’ commissions, were used to repay outstanding borrowings under the Revolving Credit Facility. d. Australian Dollar Term Loan On September 28, 2016, Iron Mountain Australia Group Pty, Ltd., a wholly owned subsidiary of IMI, entered into a 250,000 Australian dollar Syndicated Term Loan B Facility (the “AUD Term Loan”) which matures in September 2022. The AUD Term Loan was issued at 99% of par. The net proceeds of approximately 243,750 Australian dollars (or approximately $185,800 , based upon the exchange rate between the Australian dollar and the United States dollar on September 28, 2016 (the settlement date for the AUD Term Loan)), after paying commissions to the joint lead arrangers and net of the original discount, were used to repay outstanding borrowings on the Revolving Credit Facility in October 2016 and for general corporate purposes. Principal payments on the AUD Term Loan are to be paid in quarterly installments in an amount equivalent to 6,250 Australian dollars per year, with the remaining balance due on September 28, 2022. The AUD Term Loan is secured by substantially all assets of Iron Mountain Australia Group Pty. Ltd. IMI and the Guarantors guarantee all obligations under the AUD Term Loan. The interest rate on borrowings under the AUD Term Loan is based upon BBSY (an Australian benchmark variable interest rate) plus 4.3% . As of September 30, 2016, we had 250,000 Australian dollars outstanding on the AUD Term Loan and the interest rate in effect under the AUD Term Loan was 6.1% . e. Accounts Receivable Securitization Program In March 2015, we entered into a $250,000 accounts receivable securitization program (the "Accounts Receivable Securitization Program") involving several of our wholly owned subsidiaries and certain financial institutions. Under the Accounts Receivable Securitization Program, certain of our subsidiaries sell substantially all of their United States accounts receivable balances to our wholly owned special purpose entities, Iron Mountain Receivables QRS, LLC and Iron Mountain Receivables TRS, LLC (the "Special Purpose Subsidiaries"). The Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans obtained from certain financial institutions. The Special Purpose Subsidiaries are consolidated subsidiaries of IMI. The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and borrowings are presented as liabilities on our Consolidated Balance Sheets, (ii) our Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable (a component of selling, general and administrative expenses) and reductions to revenue due to billing and service related credit memos issued to customers and related reserves, as well as interest expense associated with the collateralized borrowings, and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows. IMIM retains the responsibility of servicing the accounts receivable balances pledged as collateral in this transaction and IMI provides a performance guaranty. The Accounts Receivable Securitization Program terminates on March 6, 2018, at which point all obligations become due. The maximum availability allowed is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program. As of September 30, 2016 , the maximum availability allowed and amount outstanding under the Accounts Receivable Securitization Program was $ 208,800 . The interest rate in effect under the Accounts Receivable Securitization Program was 1.4% as of September 30, 2016 . Commitment fees at a rate of 40 basis points are charged on amounts made available but not borrowed under the Accounts Receivable Securitization Program. f. Cash Pooling Subsequent to the closing of the Recall Transaction, certain of our international subsidiaries began participating in a cash pooling arrangement (the “Cash Pool”) with Bank Mendes Gans (“BMG”) in order to help manage global liquidity requirements. The Cash Pool allows participating subsidiaries to borrow funds from BMG against amounts held on deposit with BMG by other participating subsidiaries. The Cash Pool has a legal right of offset and, therefore, amounts are presented in our Consolidated Balance Sheet on a net basis. Each subsidiary receives interest on the cash balances held on deposit or pays interest on the amounts owed based on an applicable rate as defined in the Cash Pool agreement. At September 30, 2016, we had a net cash position of approximately $18,900 (consisting of a gross cash position of approximately $50,700 less outstanding borrowings of approximately $31,800 by participating subsidiaries), which is reflected as cash and cash equivalents in the Consolidated Balance Sheet. |
Selected Consolidated Financial
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | 9 Months Ended |
Sep. 30, 2016 | |
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | |
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | The following data summarizes the consolidating results of IMI on the equity method of accounting as of December 31, 2015 and September 30, 2016 and for the three and nine months ended September 30, 2015 and 2016 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, the CAD Notes, GBP Notes and the 5 3 / 8 % Notes are guaranteed by the subsidiaries referred to below as the Guarantors. These subsidiaries are 100% owned by IMI. The guarantees are full and unconditional, as well as joint and several. Additionally, IMI guarantees the CAD Notes, which were issued by Canada Company, the GBP Notes, which were issued by IME, and the 5 3 / 8 % Notes, which were issued by IM US Holdings. Canada Company and IME do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes, the GBP Notes and the 5 3 / 8 % Notes, including IME and the Special Purpose Subsidiaries but excluding Canada Company, are referred to below as the Non-Guarantors. In the normal course of business, we periodically change the ownership structure of our subsidiaries to meet the requirements of our business. In the event of such changes, we recast the prior period financial information within this footnote to conform to the current period presentation in the period such changes occur. Generally, these changes do not alter the designation of the underlying subsidiaries as Guarantors or Non-Guarantors. However, they may change whether the underlying subsidiary is owned by the Parent, a Guarantor, Canada Company or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below Consolidated Balance Sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below Consolidated Statements of Operations and Comprehensive (Loss) Income with respect to the relevant Parent, Guarantors, Canada Company, Non-Guarantors and Eliminations columns also would change. In July 2016, certain Non-Guarantor subsidiaries which were originally established at the time of our acquisition of Crozier Fine Arts (“Crozier”) in December 2015 (the “Crozier Entities”), were merged into IMIM, a Guarantor and a substantive operating entity (the “Crozier Merger”). As a result of the Crozier Merger, (i) the assets, liabilities and equity of the Crozier Entities are now reported in the Guarantor column of the accompanying Consolidated Balance Sheet as of September 30, 2016; (ii) the revenues and expenses of the Crozier Entities are now reported in the Guarantor column in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2016; and (iii) the cash flows of the Crozier Entities are now reported in the Guarantor column in the accompanying Consolidated Statement of Cash Flows for the nine months ended September 30, 2016. We have recast the accompanying Consolidated Balance Sheet as of December 31, 2015 to conform to the current period presentation of the Crozier Entities. We acquired Crozier in December 2015; therefore, the Crozier Merger had no impact on the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2015 and the accompanying Consolidated Statement of Cash Flows for the nine months ended September 30, 2015. CONSOLIDATED BALANCE SHEETS December 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 151 $ 7,803 $ 13,182 $ 107,245 $ — $ 128,381 Accounts receivable — 18,917 30,428 515,056 — 564,401 Intercompany receivable — 1,038,141 — — (1,038,141 ) — Other current assets 898 107,235 2,305 54,721 (29 ) 165,130 Total Current Assets 1,049 1,172,096 45,915 677,022 (1,038,170 ) 857,912 Property, Plant and Equipment, Net 661 1,633,885 137,100 725,512 — 2,497,158 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,325,005 1,869 — — (3,326,874 ) — Investment in subsidiaries 727,710 459,429 27,731 2,862 (1,217,732 ) — Goodwill — 1,640,130 152,975 567,873 — 2,360,978 Other 623 414,407 22,637 196,872 — 634,539 Total Other Assets, Net 4,053,338 2,515,835 203,343 767,607 (4,544,606 ) 2,995,517 Total Assets $ 4,055,048 $ 5,321,816 $ 386,358 $ 2,170,141 $ (5,582,776 ) $ 6,350,587 Liabilities and Equity Intercompany Payable $ 879,649 $ — $ 5,892 $ 152,600 $ (1,038,141 ) $ — Current Portion of Long-Term Debt — 41,159 — 46,938 (29 ) 88,068 Total Other Current Liabilities 56,740 463,556 26,804 206,663 — 753,763 Long-Term Debt, Net of Current Portion 2,608,818 674,798 284,798 1,189,196 — 4,757,610 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,325,005 869 — (3,326,874 ) — Other Long-term Liabilities — 119,454 37,402 65,683 — 222,539 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 508,841 697,844 30,593 489,295 (1,217,732 ) 508,841 Noncontrolling Interests — — — 19,766 — 19,766 Total Equity 508,841 697,844 30,593 509,061 (1,217,732 ) 528,607 Total Liabilities and Equity $ 4,055,048 $ 5,321,816 $ 386,358 $ 2,170,141 $ (5,582,776 ) $ 6,350,587 CONSOLIDATED BALANCE SHEETS (Continued) September 30, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 1,710 $ 26,044 $ 14,792 $ 415,582 $ — $ 458,128 Accounts receivable — 94,358 38,707 567,173 — 700,238 Intercompany receivable 562,568 546,766 — — (1,109,334 ) — Other current assets — 66,893 685 113,514 (29 ) 181,063 Assets held for sale (see Note 10) — 22,429 25,533 79,950 — 127,912 Total Current Assets 564,278 756,490 79,717 1,176,219 (1,109,363 ) 1,467,341 Property, Plant and Equipment, Net 527 1,852,010 158,011 1,155,980 — 3,166,528 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,948,530 1,000 — — (3,949,530 ) — Investment in subsidiaries 761,272 537,305 34,620 81,194 (1,414,391 ) — Goodwill — 2,511,380 232,052 1,118,378 — 3,861,810 Other — 829,635 54,148 525,454 — 1,409,237 Total Other Assets, Net 4,709,802 3,879,320 320,820 1,725,026 (5,363,921 ) 5,271,047 Total Assets $ 5,274,607 $ 6,487,820 $ 558,548 $ 4,057,225 $ (6,473,284 ) $ 9,904,916 Liabilities and Equity Intercompany Payable $ — $ — $ 8,451 $ 1,100,883 $ (1,109,334 ) $ — Current Portion of Long-Term Debt — 46,749 — 74,483 (29 ) 121,203 Total Other Current Liabilities 55,378 495,255 32,535 300,387 — 883,555 Liabilities held for sale (see Note 10) — — — 19,269 — 19,269 Long-Term Debt, Net of Current Portion 3,093,536 1,063,324 347,719 1,833,445 — 6,338,024 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,948,530 — — (3,949,530 ) — Other Long-term Liabilities — 159,109 54,029 179,473 — 392,611 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 2,124,693 774,853 115,814 523,724 (1,414,391 ) 2,124,693 Noncontrolling Interests — — — 25,561 — 25,561 Total Equity 2,124,693 774,853 115,814 549,285 (1,414,391 ) 2,150,254 Total Liabilities and Equity $ 5,274,607 $ 6,487,820 $ 558,548 $ 4,057,225 $ (6,473,284 ) $ 9,904,916 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 308,336 $ 29,164 $ 122,552 $ — $ 460,052 Service — 181,230 14,558 90,689 — 286,477 Intercompany service — 1,042 — 16,243 (17,285 ) — Total Revenues — 490,608 43,722 229,484 (17,285 ) 746,529 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 196,060 6,008 115,595 — 317,663 Selling, general and administrative 19 154,202 3,565 57,907 — 215,693 Intercompany service charges — 3,257 12,986 1,042 (17,285 ) — Depreciation and amortization 45 56,145 3,089 27,213 — 86,492 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (197 ) 34 22 — (141 ) Total Operating Expenses 64 409,467 25,682 201,779 (17,285 ) 619,707 Operating (Loss) Income (64 ) 81,141 18,040 27,705 — 126,822 Interest Expense (Income), Net 39,302 (7,281 ) 7,784 25,330 — 65,135 Other Expense (Income), Net 686 1,577 (98 ) 33,081 — 35,246 (Loss) Income from Continuing Operations Before (Benefit) Provision for Income Taxes and Gain on Real Estate (40,052 ) 86,845 10,354 (30,706 ) — 26,441 (Benefit) Provision for Income Taxes — (5,210 ) 3,041 5,943 — 3,774 Gain on Sale of Real Estate, Net of Tax — — — (850 ) — (850 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (63,162 ) 28,343 (605 ) (7,313 ) 42,737 — Net Income (Loss) 23,110 63,712 7,918 (28,486 ) (42,737 ) 23,517 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 407 — 407 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 23,110 $ 63,712 $ 7,918 $ (28,893 ) $ (42,737 ) $ 23,110 Net Income (Loss) $ 23,110 $ 63,712 $ 7,918 $ (28,486 ) $ (42,737 ) $ 23,517 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (85 ) — (7,709 ) (26,800 ) — (34,594 ) Market Value Adjustments for Securities — (134 ) — — — (134 ) Equity in Other Comprehensive (Loss) Income of Subsidiaries (33,852 ) (33,637 ) (1,805 ) (7,709 ) 77,003 — Total Other Comprehensive (Loss) Income (33,937 ) (33,771 ) (9,514 ) (34,509 ) 77,003 (34,728 ) Comprehensive (Loss) Income (10,827 ) 29,941 (1,596 ) (62,995 ) 34,266 (11,211 ) Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — (384 ) — (384 ) Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated $ (10,827 ) $ 29,941 $ (1,596 ) $ (62,611 ) $ 34,266 $ (10,827 ) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Three Months Ended September 30, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 347,174 $ 33,102 $ 196,189 $ — $ 576,465 Service — 212,640 16,344 137,373 — 366,357 Intercompany service — 981 — 20,561 (21,542 ) — Total Revenues — 560,795 49,446 354,123 (21,542 ) 942,822 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 234,791 7,942 187,075 — 429,808 Selling, general and administrative 28 163,997 5,084 83,835 — 252,944 Intercompany service charges — 4,104 16,457 981 (21,542 ) — Depreciation and amortization 45 73,284 4,266 47,075 — 124,670 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — 101 — (155 ) — (54 ) Total Operating Expenses 73 476,277 33,749 318,811 (21,542 ) 807,368 Operating (Loss) Income (73 ) 84,518 15,697 35,312 — 135,454 Interest Expense (Income), Net 21,689 (4,074 ) 11,929 53,756 — 83,300 Other Expense (Income), Net (6,962 ) 2,815 8,872 18,577 — 23,302 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate (14,800 ) 85,777 (5,104 ) (37,021 ) — 28,852 Provision (Benefit) for Income Taxes — 22,326 786 306 — 23,418 Gain on Sale of Real Estate, Net of Tax — (266 ) (59 ) — — (325 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (21,880 ) 10,144 (675 ) 5,182 7,229 — (Loss) Income from Continuing Operations 7,080 53,573 (5,156 ) (42,509 ) (7,229 ) 5,759 Income (Loss) from Discontinued Operations, Net of Tax — 1,464 649 (72 ) — 2,041 Net (Loss) Income 7,080 55,037 (4,507 ) (42,581 ) (7,229 ) 7,800 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 720 — 720 Net (Loss) Income Attributable to Iron Mountain Incorporated $ 7,080 $ 55,037 $ (4,507 ) $ (43,301 ) $ (7,229 ) $ 7,080 Net (Loss) Income $ 7,080 $ 55,037 $ (4,507 ) $ (42,581 ) $ (7,229 ) $ 7,800 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (313 ) — (2,803 ) 14,420 — 11,304 Equity in Other Comprehensive Income (Loss) of Subsidiaries 11,156 12,378 (152 ) (2,803 ) (20,579 ) — Total Other Comprehensive Income (Loss) 10,843 12,378 (2,955 ) 11,617 (20,579 ) 11,304 Comprehensive (Loss) Income 17,923 67,415 (7,462 ) (30,964 ) (27,808 ) 19,104 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 1,181 — 1,181 Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated $ 17,923 $ 67,415 $ (7,462 ) $ (32,145 ) $ (27,808 ) $ 17,923 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Nine Months Ended September 30, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 918,841 $ 90,836 $ 370,456 $ — $ 1,380,133 Service — 551,363 47,223 276,830 — 875,416 Intercompany service — 2,449 — 54,788 (57,237 ) — Total Revenues — 1,472,653 138,059 702,074 (57,237 ) 2,255,549 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 588,801 19,815 356,984 — 965,600 Selling, general and administrative 116 435,445 11,527 180,904 — 627,992 Intercompany service charges — 9,657 45,131 2,449 (57,237 ) — Depreciation and amortization 136 167,908 9,306 82,642 — 259,992 Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net — 565 34 108 — 707 Total Operating Expenses 252 1,202,376 85,813 623,087 (57,237 ) 1,854,291 Operating (Loss) Income (252 ) 270,277 52,246 78,987 — 401,258 Interest Expense (Income), Net 117,694 (20,373 ) 24,329 74,470 — 196,120 Other (Income) Expense, Net (225 ) 6,099 (235 ) 53,960 — 59,599 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Real Estate (117,721 ) 284,551 28,152 (49,443 ) — 145,539 Provision (Benefit) for Income Taxes — 3,455 10,900 12,771 — 27,126 Gain on Sale of Real Estate, Net of Tax — — — (850 ) — (850 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (235,257 ) 46,440 (2,538 ) (17,252 ) 208,607 — Net Income (Loss) 117,536 234,656 19,790 (44,112 ) (208,607 ) 119,263 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 1,727 — 1,727 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 117,536 $ 234,656 $ 19,790 $ (45,839 ) $ (208,607 ) $ 117,536 Net Income (Loss) $ 117,536 $ 234,656 $ 19,790 $ (44,112 ) $ (208,607 ) $ 119,263 Other Comprehensive (Loss) Income: Foreign Currency Translation Adjustments 3,381 — (14,612 ) (78,538 ) — (89,769 ) Market Value Adjustments for Securities — (111 ) — — — (111 ) Equity in Other Comprehensive (Loss) Income of Subsidiaries (92,037 ) (91,626 ) (3,270 ) (14,612 ) 201,545 — Total Other Comprehensive (Loss) Income (88,656 ) (91,737 ) (17,882 ) (93,150 ) 201,545 (89,880 ) Comprehensive Income (Loss) 28,880 142,919 1,908 (137,262 ) (7,062 ) 29,383 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 503 — 503 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 28,880 $ 142,919 $ 1,908 $ (137,765 ) $ (7,062 ) $ 28,880 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Nine Months Ended September 30, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 995,206 $ 93,038 $ 488,114 $ — $ 1,576,358 Service — 604,414 47,893 348,595 — 1,000,902 Intercompany service — 3,007 — 57,809 (60,816 ) — Total Revenues — 1,602,627 140,931 894,518 (60,816 ) 2,577,260 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 665,207 21,661 464,694 — 1,151,562 Selling, general and administrative 621 506,987 13,052 217,127 — 737,787 Intercompany service charges — 11,267 46,542 3,007 (60,816 ) — Depreciation and amortization 134 198,749 11,307 116,706 — 326,896 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (1,311 ) 6 174 — (1,131 ) Total Operating Expenses 755 1,380,899 92,568 801,708 (60,816 ) 2,215,114 Operating (Loss) Income (755 ) 221,728 48,363 92,810 — 362,146 Interest Expense (Income), Net 89,742 (18,654 ) 33,311 120,829 — 225,228 Other Expense (Income), Net 44,769 6,987 8,916 (23,666 ) — 37,006 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate (135,266 ) 233,395 6,136 (4,353 ) — 99,912 Provision (Benefit) for Income Taxes — 39,327 4,826 2,004 — 46,157 Gain on Sale of Real Estate, Net of Tax — (266 ) (59 ) — — (325 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (191,152 ) (43,724 ) (3,361 ) (2,653 ) 240,890 — Income (Loss) from Continuing Operations 55,886 238,058 4,730 (3,704 ) (240,890 ) 54,080 Income (Loss) from Discontinued Operations, Net of Tax — 2,354 1,284 (10 ) — 3,628 Net Income (Loss) 55,886 240,412 6,014 (3,714 ) (240,890 ) 57,708 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 1,822 — 1,822 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 55,886 $ 240,412 $ 6,014 $ (5,536 ) $ (240,890 ) $ 55,886 Net Income (Loss) $ 55,886 $ 240,412 $ 6,014 $ (3,714 ) $ (240,890 ) $ 57,708 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (901 ) — (5,908 ) 44,880 — 38,071 Market Value Adjustments for Securities — (734 ) — — — (734 ) Equity in Other Comprehensive Income (Loss) of Subsidiaries 37,372 33,908 461 (5,908 ) (65,833 ) — Total Other Comprehensive Income (Loss) 36,471 33,174 (5,447 ) 38,972 (65,833 ) 37,337 Comprehensive Income (Loss) 92,357 273,586 567 35,258 (306,723 ) 95,045 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 2,688 — 2,688 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 92,357 $ 273,586 $ 567 $ 32,570 $ (306,723 ) $ 92,357 CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities $ (130,151 ) $ 365,002 $ 27,249 $ 57,995 $ — $ 320,095 Cash Flows from Investing Activities: Capital expenditures — (128,461 ) (11,341 ) (62,779 ) — (202,581 ) Cash paid for acquisitions, net of cash acquired — (9,871 ) (5,260 ) (12,844 ) — (27,975 ) Intercompany loans to subsidiaries (290,254 ) 136,995 — — 153,259 — Investment in subsidiaries (16,000 ) (16,000 ) — — 32,000 — Decrease in restricted cash 33,860 — — — — 33,860 Acquisitions of customer relationships and customer inducements — (26,920 ) (677 ) (7,566 ) — (35,163 ) Proceeds from sales of property and equipment and other, net (including real estate) — 475 32 1,525 — 2,032 Cash Flows from Investing Activities (272,394 ) (43,782 ) (17,246 ) (81,664 ) 185,259 (229,827 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt — (6,732,070 ) (510,109 ) (1,297,398 ) — (8,539,577 ) Proceeds from revolving credit and term loan facilities and other debt — 6,169,400 507,741 1,465,302 — 8,142,443 Net proceeds from sales of senior notes 985,000 — — — — 985,000 Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net — — — (1,260 ) — (1,260 ) Intercompany loans from parent — 298,690 (636 ) (144,795 ) (153,259 ) — Equity contribution from parent — 16,000 — 16,000 (32,000 ) — Parent cash dividends (303,712 ) — — — — (303,712 ) Net proceeds (payments) associated with employee stock-based awards 13,988 — — — — 13,988 Excess tax benefit (deficiency) from stock-based compensation 323 — — — — 323 Payment of debt financing and stock issuance costs (29 ) (10,661 ) — (975 ) — (11,665 ) Cash Flows from Financing Activities 695,570 (258,641 ) (3,004 ) 36,874 (185,259 ) 285,540 Effect of exchange rates on cash and cash equivalents — (67 ) (802 ) (7,973 ) — (8,842 ) Increase (Decrease) in cash and cash equivalents 293,025 62,512 6,197 5,232 — 366,966 Cash and cash equivalents, beginning of period 2,399 4,713 4,979 113,842 — 125,933 Cash and cash equivalents, end of period $ 295,424 $ 67,225 $ 11,176 $ 119,074 $ — $ 492,899 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Nine Months Ended September 30, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities—Continuing Operations $ (122,725 ) $ 426,082 $ 31,171 $ 84,424 $ — $ 418,952 Cash Flows from Operating Activities—Discontinued Operations — 2,213 1,443 (16 ) — 3,640 Cash Flows from Operating Activities (122,725 ) 428,295 32,614 84,408 — 422,592 Cash Flows from Investing Activities: Capital expenditures — (151,785 ) (6,219 ) (88,025 ) — (246,029 ) Cash paid for acquisitions, net of cash acquired — 4,057 (2,381 ) (278,047 ) — (276,371 ) Intercompany loans to subsidiaries (11,220 ) (183,281 ) — — 194,501 — Investment in subsidiaries (1,585 ) (1,585 ) — — 3,170 — Acquisitions of customer relationships and customer inducements — (32,989 ) — (7,866 ) — (40,855 ) Net proceeds from divestments (see Note 10) — 53,950 — — 53,950 Proceeds from sales of property and equipment and other, net (including real estate) — 161 — 2,036 — 2,197 Cash Flows from Investing Activities—Continuing Operations (12,805 ) (311,472 ) (8,600 ) (371,902 ) 197,671 (507,108 ) Cash Flows from Investing Activities—Discontinued Operations — (12 ) — — — (12 ) Cash Flows from Investing Activities (12,805 ) (311,484 ) (8,600 ) (371,902 ) 197,671 (507,120 ) Cash Flows from Financing Activities: Repayment of revolving credit, term loan and bridge facilities and other debt (1,130,020 ) (5,721,732 ) (1,269,696 ) (3,438,937 ) — (11,560,385 ) Proceeds from revolving credit, term loan and bridge facilities and other debt 1,116,995 5,366,524 1,130,193 3,813,677 — 11,427,389 Net proceeds from sales of senior notes 492,500 246,250 186,693 — — 925,443 Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — — (6 ) — (6 ) Intercompany loans from parent — 13,303 (67,169 ) 248,367 (194,501 ) — Equity contribution from parent — 1,585 — 1,585 (3,170 ) — Parent cash dividends (360,462 ) — — — — (360,462 ) Net proceeds (payments) associated with employee stock-based awards 26,374 — — — — 26,374 Excess tax benefit (deficiency) from stock-based compensation 91 — — — — 91 Payment of debt financing and stock issuance costs (8,389 ) (4,500 ) (531 ) (3,687 ) — (17,107 ) Cash Flows from Financing Activities—Continuing Operations 137,089 (98,570 ) (20,510 ) 620,999 (197,671 ) 441,337 Cash Flows from Financing Activities—Discontinued Operations — — — — — — Cash Flows from Financing Activities 137,089 (98,570 ) (20,510 ) 620,999 (197,671 ) 441,337 Effect of exchange rates on cash and cash equivalents — — (1,894 ) (25,168 ) — (27,062 ) Increase (Decrease) in cash and cash equivalents 1,559 18,241 1,610 308,337 — 329,747 Cash and cash equivalents, beginning of period 151 7,803 13,182 107,245 — 128,381 Cash and cash equivalents, end of period $ 1,710 $ 26,044 $ 14,792 $ 415,582 $ — $ 458,128 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | During the fourth quarter of 2015, as a result of changes in the senior management of our business in Norway, we determined that our Norway operations are now being managed as a component of our Other International Business segment rather than as a component of our Western European Business segment. As a result of this change, previously reported segment information has been restated to conform to the current presentation. There were no changes to our operating segments or our reportable operating segments as a result of the Recall Transaction. Our five reportable operating segments are described as follows: • North American Records and Information Management Business—provides records and information management services, including the storage of physical records, including media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers (“Records Management”); information destruction services (“Destruction”); and DMS throughout the United States and Canada; as well as fulfillment services and technology escrow services in the United States. • North American Data Management Business—provides storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier operations (“Data Protection & Recovery”); server and computer backup services; digital content repository systems to house, distribute, and archive key media assets; and storage, safeguarding and electronic or physical delivery of physical media of all types, primarily for entertainment and media industry clients, throughout the United States and Canada. • Western European Business—provides records and information management services, including Records Management, Data Protection & Recovery and DMS throughout Austria, Belgium, France, Germany, Ireland, Netherlands, Spain, Switzerland and the United Kingdom, as well as DMS in Sweden. • Other International Business—provides records and information management services throughout the remaining European countries in which we operate, Latin America, Asia Pacific and Africa, including Records Management, Data Protection & Recovery and DMS. Our European operations provide records and information management services, including Records Management, Data Protection & Recovery and DMS throughout the Czech Republic, Denmark, Finland, Greece, Hungary, Norway, Poland, Romania, Russia, Serbia, Slovakia, Turkey and Ukraine; Records Management and DMS in Estonia, Latvia and Lithuania; and Records Management in Sweden. Our Latin America operations provide records and information management services, including Records Management, Data Protection & Recovery, Destruction and DMS throughout Argentina, Brazil, Chile, Colombia, Mexico and Peru. Our Asia Pacific operations provide records and information management services, including Records Management, Data Protection & Recovery and DMS throughout Australia and New Zealand, with Records Management and Data Protection & Recovery also provided in certain markets in China, Hong Kong-SAR, India, Malaysia, Singapore, Taiwan and Thailand. Our African operations provide Records Management, Data Protection & Recovery, and DMS in South Africa. • Corporate and Other Business—primarily consists of our data center and fine art storage businesses in the United States, the primary product offerings of our Adjacent Businesses operating segment, as well as costs related to executive and staff functions, including finance, human resources and information technology, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. Our Corporate and Other Business segment also includes stock-based employee compensation expense associated with all Employee Stock-Based Awards. An analysis of our business segment information and reconciliation to the accompanying Consolidated Financial Statements is as follows: North American North American Western European Business Other International Business Corporate Business Total For the Three Months Ended September 30, 2015 Total Revenues $ 441,237 $ 97,385 $ 99,003 $ 103,327 $ 5,577 $ 746,529 Depreciation and Amortization 45,985 5,389 11,126 14,399 9,593 86,492 Depreciation 41,034 5,142 9,631 9,991 9,684 75,482 Amortization 4,951 247 1,495 4,408 (91 ) 11,010 Adjusted OIBDA 175,331 50,268 30,789 21,267 (49,820 ) 227,835 Expenditures for Segment Assets 42,670 1,891 7,138 17,809 10,934 80,442 Capital Expenditures 32,026 1,891 3,417 14,957 10,934 63,225 Cash Paid (Received) for Acquisitions, Net of Cash Acquired 3,986 — — 2,275 — 6,261 Acquisitions of Customer Relationships and Customer Inducements 6,658 — 3,721 577 — 10,956 For the Three Months Ended September 30, 2016 Total Revenues 499,977 107,477 122,785 197,084 15,499 942,822 Depreciation and Amortization 55,256 9,680 14,409 30,279 15,046 124,670 Depreciation 47,634 5,822 10,657 20,615 13,632 98,360 Amortization 7,622 3,858 3,752 9,664 1,414 26,310 Adjusted OIBDA 199,559 59,714 37,546 53,844 (56,460 ) 294,203 Expenditures for Segment Assets 48,135 9,391 13,057 16,320 19,388 106,291 Capital Expenditures 29,061 9,391 8,266 16,258 19,388 82,364 Cash (Received) Paid for Acquisitions, Net of Cash Acquired 17 — 225 (424 ) — (182 ) Acquisitions of Customer Relationships and Customer Inducements 19,057 — 4,566 486 — 24,109 As of and for the Nine Months Ended September 30, 2015 Total Revenues 1,332,811 294,220 296,337 317,378 14,803 2,255,549 Depreciation and Amortization 137,581 16,231 34,022 43,553 28,605 259,992 Depreciation 122,705 15,726 29,590 29,922 28,554 226,497 Amortization 14,876 505 4,432 13,631 51 33,495 Adjusted OIBDA 533,598 152,178 87,146 63,143 (153,784 ) 682,281 Total Assets (1)(2) 3,610,618 645,832 892,798 866,138 588,568 6,603,954 Expenditures for Segment Assets 129,512 15,879 19,676 61,111 39,541 265,719 Capital Expenditures 96,135 8,837 11,967 48,500 37,142 202,581 Cash Paid (Received) for Acquisitions, Net of Cash Acquired 12,764 (21 ) 2,510 10,323 2,399 27,975 Acquisitions of Customer Relationships and Customer Inducements 20,613 7,063 5,199 2,288 — 35,163 As of and for the Nine Months Ended September 30, 2016 Total Revenues 1,426,128 307,090 334,859 464,094 45,089 2,577,260 Depreciation and Amortization 158,071 21,427 40,729 70,462 36,207 326,896 Depreciation 135,756 17,076 31,026 49,840 33,582 267,280 Amortization 22,315 4,351 9,703 20,622 2,625 59,616 Adjusted OIBDA 565,254 170,255 102,765 117,351 (164,842 ) 790,783 Total Assets (1) 5,021,015 867,181 1,231,580 2,134,678 650,462 9,904,916 Expenditures for Segment Assets 114,673 17,968 17,959 330,065 82,590 563,255 Capital Expenditures 85,883 16,520 18,303 43,800 81,523 246,029 Cash (Received) Paid for Acquisitions, Net of Cash Acquired (3) (2,659 ) (59 ) (6,878 ) 284,925 1,042 276,371 Acquisitions of Customer Relationships and Customer Inducements 31,449 1,507 6,534 1,340 25 40,855 ______________________________________________________________________________ (1) Excludes all intercompany receivables or payables and investment in subsidiary balances. (2) During the fourth quarter of 2015, we adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than an asset. Total assets as of September 30, 2015 for the Western European Business, Other International Business and Corporate and Other Business segments have been reduced by $9,215 , $548 , and $56,105 , respectively, to reflect the adoption of ASU 2015-03. (3) Cash paid for acquisitions, net of cash acquired for the Other International Business segment for the nine months ended September 30, 2016 primarily consists of the cash component of the purchase price for the Recall Transaction, as the IMI entity that made the cash payment was an Australian subsidiary. However, the Recall Transaction also benefited the North American Records and Information Management Business, North American Data Management Business and Western European Business segments. The accounting policies of the reportable segments are the same as those described in Note 2 in Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and in our Annual Report. Adjusted OIBDA for each segment is defined as operating income before depreciation, amortization, intangible impairments, (gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net, costs associated with our conversion to a REIT, excluding REIT compliance costs beginning January 1, 2014 which we expect to recur in future periods ("REIT Costs") and Recall Costs (as defined below) directly attributable to the segment. Internally, we use Adjusted OIBDA as the basis for evaluating the performance of, and allocating resources to, our operating segments. A reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes and gain on sale of real estate is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Adjusted OIBDA $ 227,835 $ 294,203 $ 682,281 $ 790,783 Less: Depreciation and Amortization 86,492 124,670 259,992 326,896 (Gain) Loss on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net (141 ) (54 ) 707 (1,131 ) Recall Costs(1) 14,662 34,133 20,324 102,872 Interest Expense, Net 65,135 83,300 196,120 225,228 Other Expense (Income), Net 35,246 23,302 59,599 37,006 Income (Loss) from Continuing Operations before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate $ 26,441 $ 28,852 $ 145,539 $ 99,912 _______________________________________________________________________________ (1) Includes operating expenditures associated with our acquisition of Recall, including operating expenditures to complete the Recall Transaction, including advisory and professional fees and costs to complete the Divestments required in connection with receipt of regulatory approval and to provide transitional services required to support the divested businesses during a transition period ("Recall Deal Close & Divestment Costs"), as well as operating expenditures to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs ("Recall Integration Costs" and, collectively with Recall Deal Close & Divestment Costs, "Recall Costs"). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | a. Litigation—General We are involved in litigation from time to time in the ordinary course of business. A portion of the defense and/or settlement costs associated with such litigation is covered by various commercial liability insurance policies purchased by us and, in limited cases, indemnification from third parties. The matters described below represent our significant loss contingencies. We have evaluated each matter and, if both probable and estimable, accrued an amount that represents our estimate of any probable loss associated with such matter. In addition, we have estimated a reasonably possible range for all loss contingencies including those described below. We believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional $21,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangements. b. Italy Fire On November 4, 2011, we experienced a fire at a facility we leased in Aprilia, Italy. The facility primarily stored archival and inactive business records for local area businesses. Despite quick response by local fire authorities, damage to the building was extensive, and the building and its contents were a total loss. We have been sued by five customers. Four of those lawsuits have been settled and one , a claim asserted by Azienda per i Transporti Autoferrotranviari del Comune di Roma, S.p.A, seeking 42,600 Euros for the loss of its current and historical archives, remains pending. We have also received correspondence from other affected customers, including certain customers demanding payment under various theories of liability. Although our warehouse legal liability insurer has reserved its rights to contest coverage related to certain types of potential claims, we believe we carry adequate insurance. We deny any liability with respect to the fire and we have referred these claims to our warehouse legal liability insurer for an appropriate response. We do not expect that this event will have a material impact on our consolidated financial condition, results of operations or cash flows. We sold our Italian operations on April 27, 2012, and we indemnified the buyers related to certain obligations and contingencies associated with the fire. As a result of the sale of the Italian operations, any future statement of operations and cash flow impacts related to the fire will be reflected as discontinued operations. c. Argentina Fire On February 5, 2014, we experienced a fire at a facility we own in Buenos Aires, Argentina. As a result of the quick response by local fire authorities, the fire was contained before the entire facility was destroyed, and all employees were safely evacuated; however, a number of first responders lost their lives, or in some cases, were severely injured. The cause of the fire is currently being investigated. We believe we carry adequate insurance and do not expect that this event will have a material impact to our consolidated financial condition, results of operations or cash flows. Revenues from our operations at this facility represent less than 0.5% of our consolidated revenues. d. Brooklyn Fire (Recall) On January 31, 2015, a former Recall leased facility located in Brooklyn, New York was completely destroyed by a fire. Approximately 900,000 cartons were lost impacting approximately 1,200 customers. No one was injured as a result of the fire. We believe we carry adequate insurance to cover any losses resulting from the fire. There are three pending customer-related lawsuits stemming from the fire, which are being defended by our warehouse legal liability insurer. We have also received correspondence from other customers, under various theories of liability. We deny any liability with respect to the fire and we have referred these claims to our insurer for an appropriate response. We do not expect that this event will have a material impact on our consolidated financial condition, results of operations or cash flows. e. Roye Fire (Recall) On January 28, 2002, a former leased Recall records management facility located in Roye, France was destroyed by a fire. Local French authorities conducted an investigation relating to the fire and issued a charge of criminal negligence against us. We intend to defend this matter vigorously. We are currently corresponding with various customers impacted by the fire who are seeking payment under various theories of liability. There is also pending civil litigation with the owner of the destroyed facility, who is demanding payment for lost rental income and other items. Based on known and expected claims and our expectation of the ultimate outcome of those claims, we believe we carry adequate insurance coverage. We do not expect that this event will have a material impact on our consolidated financial condition, results of operations or cash flows. |
Stockholders' Equity Matters
Stockholders' Equity Matters | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Matters | Our board of directors has adopted a dividend policy under which we have paid, and in the future intend to pay, quarterly cash dividends on our common stock. The amount and timing of future dividends will continue to be subject to the approval of our board of directors, in its sole discretion, and to applicable legal requirements. In fiscal year 2015 and in the first nine months of 2016 , our board of directors declared the following dividends: Declaration Date Dividend Record Date Total Payment Date February 19, 2015 $ 0.4750 March 6, 2015 $ 99,795 March 20, 2015 May 28, 2015 0.4750 June 12, 2015 100,119 June 26, 2015 August 27, 2015 0.4750 September 11, 2015 100,213 September 30, 2015 October 29, 2015 0.4850 December 1, 2015 102,438 December 15, 2015 February 18, 2016 0.4850 March 7, 2016 102,651 March 21, 2016 May 25, 2016 0.4850 June 6, 2016 127,469 June 24, 2016 July 27, 2016 0.4850 September 12, 2016 127,737 September 30, 2016 |
Divestments
Divestments | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestments | As disclosed in Note 4, in connection with the acquisition of Recall, we sought regulatory approval of the Recall Transaction from the DOJ, the ACCC, the CCB and the CMA and, as part of the regulatory approval process, we agreed to make the Divestments. The assets and liabilities related to the Seattle/Atlanta Divestments, the Australia Divestment Business, the Canadian Divestments and the UK Divestments are included in our Consolidated Balance Sheet as of September 30, 2016 . The assets and liabilities related to the Initial United States Divestments were sold to Access CIG in the Access Sale on May 4, 2016. The following provides additional information regarding (a) the assets and liabilities related to the Seattle/Atlanta Divestments, the Australia Divestment Business, the Canadian Divestments and the UK Divestments (collectively, the “Divestments Held for Sale”), each of which are classified as held for sale on our Consolidated Balance Sheet beginning in the second quarter of 2016; and (b) the presentation of the Divestments in our Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2016, respectively, and our Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2016, respectively. a. Assets and Liabilities Held for Sale We have concluded that, as of September 30, 2016 , the assets and liabilities related to the Divestments Held for Sale meet the criteria to be reported as held for sale on our Consolidated Balance Sheet as of September 30, 2016 . Our assets and liabilities held for sale as of September 30, 2016 are comprised of the following: Description Seattle/Atlanta Divestments Australia Divestment Business Recall Canadian Divestments Iron Mountain Canadian Divestments UK Divestments Total Assets held for sale: Accounts receivable $ — $ 8,508 $ — $ — $ — $ 8,508 Deferred income taxes — 1,107 — — — 1,107 Prepaid expenses and other — 613 — — — 613 Property, plant and equipment, net — 24,253 — 1,641 — 25,894 Goodwill — 27,130 — 3,288 — 30,418 Estimated fair value of assets held for sale, less costs to sell 22,429 — 20,642 — 3,507 46,578 Customer relationships and customer inducements — 14,359 — — — 14,359 Other — 435 — — — 435 $ 22,429 $ 76,405 $ 20,642 $ 4,929 $ 3,507 $ 127,912 Liabilities held for sale: Accounts payable $ — $ 2,211 $ — $ — $ — $ 2,211 Accrued expenses — 5,601 — — — 5,601 Deferred revenue — 1,366 — — — 1,366 Other long-term liabilities — 7,390 — — — 7,390 Deferred rent — 2,701 — — — 2,701 $ — $ 19,269 $ — $ — $ — $ 19,269 The assets and liabilities associated with the Seattle/Atlanta Divestments and the Canadian Divestments are included in our North American Records and Information Management Business segment. The assets and liabilities associated with the Australia Divestment Business are included in our Other International Business segment. The assets and liabilities associated with the UK Divestments are included in our Western European Business segment. b. Presentation of Divestments in Consolidated Statements of Operations and Consolidated Statements of Cash Flows We have concluded that the Australian Divestment Business and the Iron Mountain Canadian Divestments (collectively, the “Iron Mountain Divestments”) do not meet the criteria to be reported as discontinued operations in our Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2016, respectively, and in our Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2016, respectively, as our decision to divest these businesses does not represent a strategic shift that will have a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with the Iron Mountain Divestments are included as a component of income (loss) from continuing operations in our Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2016, respectively, and the cash flows associated with these businesses are included as a component of cash flows from continuing operations in our Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2016, respectively. We have concluded that the Initial United States Divestments, the Seattle/Atlanta Divestments, the Recall Canadian Divestments, and the UK Divestments (collectively, the “Recall Divestments”) meet the criteria to be reported as discontinued operations in our Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and in our Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 , respectively, as the Recall Divestments met the criteria to be reported as assets and liabilities held for sale at, or within a short period of time following, the closing of the Recall Transaction. The table below summarizes certain results of operations of the Recall Divestments: Three Months Ended September 30, 2016 Description Initial United States Divestments(1) Seattle/Atlanta Divestments Recall Canadian Divestments UK Divestments Total Total Revenues $ — $ 3,200 $ 2,977 $ 385 $ 6,562 Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes — 1,534 888 (88 ) 2,334 Provision (Benefit) for Income Taxes — 70 — 239 (16 ) 293 Income (Loss) from Discontinued Operations, Net of Tax $ — $ 1,464 $ 649 $ (72 ) $ 2,041 Nine Months Ended September 30, 2016 Description Initial Seattle/Atlanta Divestments Recall Canadian Divestments UK Divestments Total Total Revenues $ — $ 5,010 $ 4,865 $ 696 $ 10,571 Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes — 2,468 1,755 (13 ) 4,210 Provision (Benefit) for Income Taxes — 114 471 (3 ) 582 Income (Loss) from Discontinued Operations, Net of Tax $ — $ 2,354 $ 1,284 $ (10 ) $ 3,628 ______________________________________________________________________________ (1) The Access Sale occurred nearly simultaneously with the closing of the Recall Transaction. Accordingly, the revenue and expenses associated with the Initial United States Divestments are not included in our Consolidated Statements of Operations for the three and nine months ended September 30, 2016 , respectively, and the cash flows associated with the Initial United States Divestments are not included in our Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 , due to the immaterial nature of the revenues, expenses and cash flows related to the Initial United States Divestments for the period of time we owned these businesses (May 2, 2016 through May 4, 2016). |
Transformation Initiative
Transformation Initiative | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Overhead Optimization Plan | During the third quarter of 2015, we implemented a plan that calls for certain organizational realignments to reduce our overhead costs, particularly in our developed markets, in order to optimize our selling, general and administrative cost structure and to support investments to advance our growth strategy (the “Transformation Initiative”), which is expected to be completed by the end of 2017. As a result of the Transformation Initiative, we recorded a charge of $9,080 for both the three and nine months ended September 30, 2015 and a charge of $188 and $6,007 for the three and nine months ended September 30, 2016 , respectively, primarily related to employee severance and associated benefits. Costs included in the accompanying Consolidated Statements of Operations associated with the Transformation Initiative are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cost of sales (excluding depreciation and amortization) $ — $ — $ — $ — Selling, general and administrative expenses 9,080 188 9,080 6,007 Total $ 9,080 $ 188 $ 9,080 $ 6,007 Costs recorded by segment associated with the Transformation Initiative are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 North American Records and Information Management Business $ 5,200 $ 40 $ 5,200 $ 2,329 North American Data Management Business 241 — 241 395 Western European Business 1,439 — 1,439 204 Other International Business — — — — Corporate and Other Business 2,200 148 2,200 3,079 Total $ 9,080 $ 188 $ 9,080 $ 6,007 Through September 30, 2016 , we have recorded cumulative charges to our Consolidated Statements of Operations associated with the Transformation Initiative of $16,174 . As of September 30, 2016 , we had accrued $751 related to the Transformation Initiative. We expect that this liability will be paid throughout the remainder of 2016. |
Recall Costs (Notes)
Recall Costs (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Recall Costs | We expect to incur approximately $300,000 of Recall Costs, including approximately $80,000 of Recall Deal Close & Divestment Costs, as well as approximately $220,000 of Recall Integration Costs. Recall Costs included in the accompanying Consolidated Statements of Operations are as follows: Recall Deal Close & Divestment Costs Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cost of sales (excluding depreciation and amortization) $ — $ — $ — $ — Selling, general and administrative expenses 14,662 3,861 20,324 35,938 Total Recall Deal Close & Divestment Costs $ 14,662 $ 3,861 $ 20,324 $ 35,938 Recall Integration Costs Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cost of sales (excluding depreciation and amortization) $ — $ 4,457 $ — $ 4,788 Selling, general and administrative expenses — 25,815 — 62,146 Total Recall Integration Costs $ — $ 30,272 $ — $ 66,934 Total Recall Costs $ 14,662 $ 34,133 $ 20,324 $ 102,872 Recall Costs included in the accompanying Consolidated Statements of Operations by segment are as follows: Recall Deal Close & Divestment Costs Three Months Ended Nine Months Ended 2015 2016 2015 2016 North American Records and Information Management Business $ — $ — $ — $ — North American Data Management Business — — — — Western European Business — — — — Other International Business — — — — Corporate and Other Business 14,662 3,861 20,324 35,938 Total Recall Deal Close & Divestment Costs $ 14,662 $ 3,861 $ 20,324 $ 35,938 Recall Integration Costs Three Months Ended Nine Months Ended 2015 2016 2015 2016 North American Records and Information Management Business $ — $ 4,989 $ — $ 7,822 North American Data Management Business — 1,578 — 2,095 Western European Business — 7,483 — 11,613 Other International Business — 5,638 — 11,586 Corporate and Other Business — 10,584 — 33,818 Total Recall Integration Costs $ — $ 30,272 $ — $ 66,934 Total Recall Costs $ 14,662 $ 34,133 $ 20,324 $ 102,872 As of September 30, 2016 , we had accrued approximately $25,555 of Recall Integration Costs, primarily related to employee severance costs. We expect that this liability will be paid throughout the remainder of 2016. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Mortgage Securitization Program In October 2016, we entered into a $50,000 mortgage securitization program (the "Mortgage Securitization Program") involving certain of our wholly owned subsidiaries with Goldman Sachs Mortgage Company (“Goldman Sachs”). Under the Mortgage Securitization Program, IMIM contributed certain real estate assets to its wholly owned special purpose entity, Iron Mountain Mortgage Finance I, LLC (the "Mortgage Special Purpose Subsidiary"). The Mortgage Special Purpose Subsidiary then used the real estate to secure collateralized loans from Goldman Sachs. The Mortgage Special Purpose Subsidiary is a consolidated subsidiary of IMI. Borrowings under the Mortgage Securitization Program bear interest at 3.5% . The Mortgage Securitization Program is scheduled to terminate in November 2026. Proceeds from the Mortgage Securitization Program will be used to repay outstanding borrowings on the Revolving Credit Facility. Australia Sale On October 31, 2016, after receiving approval of the proposed transaction from the ACCC, we completed the sale of the Australia Divestment Business (the “Australia Sale”) to a consortium led by Housatonic Partners (the “Buyers”) for total consideration of approximately 70,000 Australian dollars (or approximately $53,200 , based upon the exchange rate between the United States dollar and the Australian dollar as of October 31, 2016), subject to adjustments. The purchase price consists of (i) 35,000 Australian dollars in cash received upon the closing of the Australia Sale and (ii) 35,000 Australian dollars in the form of a note due from the Buyers to us (the “Bridging Loan Note”). The Bridging Loan Note bears interest at 3.3% per annum and matures on December 29, 2017, at which point all outstanding obligations become due. The purchase price for the Australia Sale is subject to certain adjustments, including a working capital adjustment and adjustments associated with customer attrition subsequent to the closing of the Australia Sale. We recorded a charge of $14,000 associated with the anticipated loss on disposal of the Australia Divestment Business during the quarter ended September 30, 2016, representing the excess of the carrying value of the Australia Divestment Business compared to its fair value (less costs to sell) as of September 30, 2016, based upon the sale price described above. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Foreign Currency Transactions and Translations | Foreign Currency Local currencies are the functional currencies for our operations outside the United States, with the exception of certain foreign holding companies and our financing centers in Europe, whose functional currency is the United States dollar. In those instances where the local currency is the functional currency, assets and liabilities are translated at period-end exchange rates, and revenues and expenses are translated at average exchange rates for the applicable period. Resulting translation adjustments are reflected in the accumulated other comprehensive items, net component of Iron Mountain Incorporated Stockholders' Equity and Noncontrolling Interests in the accompanying Consolidated Balance Sheets. The gain or loss on foreign currency transactions, calculated as the difference between the historical exchange rate and the exchange rate at the applicable measurement date, including those related to (1) our previously outstanding 6 3 / 4 % Euro Senior Subordinated Notes due 2018 (the "6 3 / 4 % Notes"), (2) borrowings in certain foreign currencies under our Revolving Credit Facility (as defined in Note 5) and (3) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested, are included in Other Expense (Income), Net, in the accompanying Consolidated Statements of Operations. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets We have selected October 1 as our annual goodwill impairment review date. We performed our most recent annual goodwill impairment review as of October 1, 2015 and concluded there was no impairment of goodwill at such date. As of December 31, 2015 , no factors were identified that would alter our October 1, 2015 goodwill analysis. While several of our reporting units were impacted by our acquisition of Recall, no factors were identified as of September 30, 2016 that would indicate an impairment of goodwill. In making this assessment, we considered a number of factors including operating results, business plans, anticipated future cash flows, transactions and marketplace data. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment. When changes occur in the composition of one or more reporting units, the goodwill is reassigned to the reporting units affected based on their relative fair values. |
Stock-Based Compensation | Stock-Based Compensation We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock units ("RSUs"), performance units ("PUs") and shares of stock issued under our employee stock purchase plan ("ESPP") (together, "Employee Stock-Based Awards"). Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations for the three and nine months ended September 30, 2015 was $6,159 ( $4,502 after tax or $0.02 per basic and diluted share) and $20,936 ( $14,915 after tax or $0.07 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards for the three and nine months ended September 30, 2016 was $5,957 ( $4,245 after tax or $0.02 per basic and diluted share) and $21,870 ( $16,170 after tax or $0.07 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cost of sales (excluding depreciation and amortization) $ 65 $ 28 $ 156 $ 80 Selling, general and administrative expenses 6,094 5,929 20,780 21,790 Total stock-based compensation $ 6,159 $ 5,957 $ 20,936 $ 21,870 The benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as financing activities in the accompanying Consolidated Statements of Cash Flows. This requirement impacts reported operating cash flows and reported financing cash flows. As a result, net financing cash flows included $323 and $91 for the nine months ended September 30, 2015 and 2016 , respectively, from the benefit of tax deductions compared to recognized compensation cost. The tax benefit of any resulting excess tax deduction increases the Additional Paid-in Capital ("APIC") pool. Any resulting tax deficiency is deducted from the APIC pool. Stock Options A summary of our stock options outstanding as of September 30, 2016 by vesting terms is as follows: September 30, 2016 Stock Options Outstanding % of Stock Options Outstanding Three-year vesting period (10 year contractual life) 2,826,698 76.3 % Five-year vesting period (10 year contractual life) 622,057 16.8 % Ten-year vesting period (12 year contractual life) 255,255 6.9 % 3,704,010 The weighted average fair value of stock options granted for the nine months ended September 30, 2015 and 2016 was $4.88 and $2.55 per share, respectively. These values were estimated on the date of grant using the Black-Scholes stock option pricing model. The weighted average assumptions used for grants in the respective period are as follows: Nine Months Ended Weighted Average Assumptions 2015 2016 Expected volatility 28.4 % 27.2 % Risk-free interest rate 1.70 % 1.32 % Expected dividend yield 5 % 7 % Expected life 5.5 years 5.6 years Expected volatility is calculated utilizing daily historical volatility over a period that equates to the expected life of the stock option. The risk-free interest rate was based on the United States Treasury interest rates whose term is consistent with the expected life (estimated period of time outstanding) of the stock options. Expected dividend yield is considered in the stock option pricing model and represents our current annualized expected per share dividends over the current trade price of our common stock. The expected life of the stock options granted is estimated using the historical exercise behavior of employees. A summary of stock option activity for the nine months ended September 30, 2016 is as follows: Stock Options Weighted Weighted Average Outstanding at December 31, 2015 3,688,814 $ 27.79 Granted 1,435,879 34.02 Exercised (1,373,290 ) 24.12 Forfeited (35,927 ) 32.43 Expired (11,466 ) 30.50 Outstanding at September 30, 2016 3,704,010 $ 31.51 7.08 $ 26,628 Options exercisable at September 30, 2016 1,553,980 $ 26.08 4.54 $ 19,208 Options expected to vest 2,025,402 $ 35.44 8.91 $ 7,020 The aggregate intrinsic value of stock options exercised for the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Aggregate intrinsic value of stock options exercised $ 1,985 $ 5,433 $ 7,868 $ 16,792 Restricted Stock Units Under our various equity compensation plans, we may also grant RSUs. Our RSUs generally have a vesting period of between three and five years from the date of grant. However, RSUs granted to our non-employee directors in 2015 and thereafter vest immediately upon grant. All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. The fair value of RSUs is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero). Cash dividends accrued and paid on RSUs for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cash dividends accrued on RSUs $ 616 $ 620 $ 1,917 $ 1,867 Cash dividends paid on RSUs 270 129 2,570 1,960 The fair value of RSUs vested during the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Fair value of RSUs vested $ 2,377 $ 1,486 $ 21,561 $ 19,271 A summary of RSU activity for the nine months ended September 30, 2016 is as follows: RSUs Weighted- Non-vested at December 31, 2015 1,217,597 $ 33.68 Granted 671,385 32.36 Vested (575,875 ) 33.47 Forfeited (59,627 ) 33.74 Non-vested at September 30, 2016 1,253,480 $ 33.07 Performance Units Under our various equity compensation plans, we may also make awards of PUs. For the majority of outstanding PUs, the number of PUs earned is determined based on our performance against predefined targets of revenue and return on invested capital ("ROIC"). The number of PUs earned may range from 0% to 200% of the initial award. The number of PUs earned is determined based on our actual performance as compared to the targets at the end of a three -year performance period. Certain PUs that we grant will be earned based on a market condition associated with the total return on our common stock in relation to a subset of the Standard & Poor's 500 Index rather than the revenue and ROIC targets noted above. The number of PUs earned based on this market condition may range from 0% to 200% of the initial award. All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. PUs awarded to employees who terminate their employment during the three -year performance period and on or after attaining age 55 and completing 10 years of qualifying service are eligible for pro-rated vesting, subject to the actual achievement against the predefined targets or a market condition as discussed above, based on the number of full years of service completed following the grant date (but delivery of the shares remains deferred). As a result, PUs are generally expensed over the three-year performance period. All PUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the settlement date of the associated PU and will be forfeited if the PU does not vest. Cash dividends accrued and paid on PUs for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cash dividends accrued on PUs $ 222 $ 264 $ 647 $ 789 Cash dividends paid on PUs — — 1,015 645 During the nine months ended September 30, 2016 , we issued 230,052 PUs. The majority of our PUs are earned based on our performance against revenue and ROIC targets during their applicable performance period; therefore, we forecast the likelihood of achieving the predefined revenue and ROIC targets in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the performance period) or the actual PUs earned (at the three-year anniversary of the grant date) over the vesting period for each of the awards. For PUs earned based on a market condition, we utilize a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value is expensed over the three-year performance period. As of September 30, 2016 , we expected 0% , 50% and 100% achievement of the predefined revenue and ROIC targets associated with the awards of PUs made in 2014 , 2015 and 2016 , respectively. The fair value of earned PUs that vested during the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Fair value of earned PUs that vested $ — $ 17 $ 2,107 $ 5,272 A summary of PU activity for the nine months ended September 30, 2016 is as follows: Original PU Adjustment(1) Total Weighted- Non-vested at December 31, 2015 520,764 (86,959 ) 433,805 $ 34.11 Granted 230,052 — 230,052 35.84 Vested (148,855 ) — (148,855 ) 35.42 Forfeited/Performance or Market Conditions Not Achieved (7,690 ) (34,079 ) (41,769 ) 42.87 Non-vested at September 30, 2016 594,271 (121,038 ) 473,233 $ 33.77 _______________________________________________________________________________ (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. Employee Stock Purchase Plan We offer an ESPP in which participation is available to substantially all United States and Canadian employees who meet certain service eligibility requirements. The price for shares purchased under the ESPP is 95% of the market price of our common stock at the end of the offering period, without a look-back feature. As a result, we do not recognize compensation expense for the ESPP shares purchased. For the nine months ended September 30, 2015 and 2016 , there were 59,569 shares and 56,662 shares, respectively, purchased under the ESPP. As of September 30, 2016 , we had 781,767 shares available under the ESPP. _______________________________________________________________________________ As of September 30, 2016 , unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $43,137 and is expected to be recognized over a weighted-average period of 2.0 years. We generally issue shares of our common stock for the exercises of stock options, RSUs, PUs and shares of our common stock under our ESPP from unissued reserved shares. |
Income (Loss) Per Share-Basic and Diluted | Income (Loss) Per Share—Basic and Diluted Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as stock options, warrants or convertible securities) that were outstanding during the period, unless the effect is antidilutive. |
Income Taxes | Income Taxes We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income between our qualified REIT subsidiaries and our domestic taxable REIT subsidiaries ("TRSs"), as well as among the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate. Our effective tax rates for the three and nine months ended September 30, 2015 were 14.3% and 18.6% , respectively. Our effective tax rates for the three and nine months ended September 30, 2016 were 81.2% and 46.2% , respectively. The primary reconciling items between the federal statutory tax rate of 35.0% and our overall effective tax rates in the three and nine months ended September 30, 2015 were the benefit derived from the dividends paid deduction, differences in the rates of tax at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates, and state income taxes (net of federal tax benefit). In the third quarter of 2015, we recorded a tax benefit of $4,100 related to the expiration of certain statutes of limitations and an out-of-period tax adjustment ( $9,000 tax benefit) to correct the valuation of certain deferred tax assets associated with the REIT conversion that occurred in 2014. |
Fair Value Measurements | Fair Value Measurements Our financial assets or liabilities that are carried at fair value are required to be measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability |
Property, Plant and Equipment and Long-Lived Assets | Property, Plant and Equipment and Long-Lived Assets During the three and nine months ended September 30, 2015 , we capitalized $6,844 and $19,279 of costs, respectively, associated with the development of internal use computer software projects. During the three and nine months ended September 30, 2016 , we capitalized $3,601 and $12,139 of costs, respectively, associated with the development of internal use computer software projects. Consolidated (gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net for the three and nine months ended September 30, 2015 was $(141) and $707 , respectively. Losses in the nine months ended September 30, 2015 consisted primarily of the write-off of certain property associated with our North American Records and Information Management Business segment. Consolidated gains on disposal/write-down of property, plant and equipment (excluding real estate), net for the three and nine months ended September 30, 2016 was $54 and $1,131 , respectively, which were primarily associated with the retirement of leased vehicles accounted for as capital lease assets within our North American Records and Information Management Business segment. Consolidated gain on sale of real estate was $850 , net of tax of $209 , for the three and nine months ended September 30, 2015, which was associated with the sale of a building in the United Kingdom. Consolidated gain on sale of real estate for the three and nine months ended September 30, 2016 was $325 , net of tax of $34 , associated with the sale of land in North America. |
Recent Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 provides guidance for management to reassess revenue recognition as it relates to: (1) transfer of control, (2) variable consideration, (3) allocation of transaction price based on relative standalone selling price, (4) licenses, (5) time value of money, and (6) contract costs. Further disclosures will be required to provide a better understanding of revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). ASU 2015-14 deferred the effective date of ASU 2014-09 for one year, making it effective for us on January 1, 2018, with early adoption permitted as of January 1, 2017. We will adopt ASU 2014-09 as of January 1, 2018. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) (“ASU 2014-15”). ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles of current United States auditing standards. Specifically, the amendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is still present, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for us on January 1, 2017, with early adoption permitted. We will adopt ASU 2014-15 as of January 1, 2017. We do not believe that the adoption of ASU 2014-15 will have an impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015‑02”). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. We adopted ASU 2015-02 on January 1, 2016. The adoption of ASU 2015-02 did not impact our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). ASU No. 2015-17 eliminates the requirement for reporting entities to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, reporting entities will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. ASU 2015-17 is effective for us on January 1, 2017, with early adoption permitted. We are currently evaluating the impact ASU 2015-17 will have on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The pronouncement also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for us on January 1, 2018. We do not believe that the adoption of ASU 2016-01 will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also will require certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 will be effective for us on January 1, 2019, with early adoption permitted. We are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting ("ASU 2016-07"). ASU 2016-07 eliminates the requirement for a reporting entity to apply the equity method of accounting retrospectively when they obtain significant influence over a previously held investment. Furthermore, under ASU 2016-07, for any available-for-sale securities that become eligible for the equity method of accounting, the unrealized gain or loss recorded within other comprehensive income (loss) associated with the securities should be recognized in earnings at the date the investment initially qualifies for the use of the equity method. We adopted ASU 2016-07 on April 1, 2016. The adoption of ASU 2016-07 did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation-Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under ASU 2016-09, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the statement of operations and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. Additionally, under ASU 2016-09, excess tax benefits should be classified along with other income tax cash flows as an operating activity. ASU 2016-09 will be effective for us on January 1, 2017, with early adoption permitted. We are currently evaluating the impact ASU 2016-09 will have on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) . ASU 2016-15 addresses eight specific cash flow changes with the objective of reducing the existing diversity in the practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. We adopted ASU 2016-15 during the third quarter of 2016. ASU 2016-15 did not have an impact on our consolidated financial statements. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of foreign currency gain/loss | Total loss on foreign currency transactions for the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Total loss on foreign currency transactions $ 32,539 $ 10,685 $ 56,461 $ 15,336 |
Schedule of carrying value of goodwill, net for each of the reporting units | The carrying value of goodwill, net for each of our reporting units as of September 30, 2016 is as follows: Carrying Value North American Records and Information Management $ 2,058,150 North American Secure Shredding 148,905 North American Data Management 499,644 Adjacent Businesses - Data Centers — Adjacent Businesses - Consumer Storage 4,636 Adjacent Businesses - Fine Arts 22,911 Western Europe 454,531 Northern and Eastern Europe(1) 142,285 Latin America 180,664 Australia and New Zealand 152,387 Southeast Asia 177,512 Africa and India(2) 20,185 Total $ 3,861,810 _______________________________________________________________________________ (1) Included in this reporting unit at September 30, 2016 is the goodwill associated with our March 2016 acquisition of Archyvu Sistemos as more fully disclosed in Note 4. (2) Included in this reporting unit at September 30, 2016 is the goodwill associated with our March 2016 acquisition of Docufile Holdings Proprietary Limited as more fully disclosed in Note 4. Carrying Value North American Records and Information Management(1) $ 1,342,723 North American Secure Shredding(1) 73,021 North American Data Management(2) 369,907 Adjacent Businesses - Data Centers(3) — Adjacent Businesses - Consumer Storage(3) 4,636 Adjacent Businesses - Fine Arts(3) 21,550 UKI(4) 260,202 Continental Western Europe(4) 63,442 Emerging Markets - Europe(5) 87,378 Latin America(5) 78,537 Australia(5) 47,786 Southeast Asia(5) 5,683 India(5) 6,113 Total $ 2,360,978 _______________________________________________________________________________ (1) This reporting unit is included in the North American Records and Information Management Business segment. (2) This reporting unit is included in the North American Data Management Business segment. (3) This reporting unit is included in the Corporate and Other Business segment. (4) This reporting unit is included in the Western European Business segment. (5) This reporting unit is included in the Other International Business segment. |
Schedule of changes in the carrying value of goodwill attributable to each reportable operating segment | The changes in the carrying value of goodwill attributable to each reportable operating segment for the nine months ended September 30, 2016 are as follows: North American North American Western European Business Other International Business Corporate and Other Business Total Gross Balance as of December 31, 2015 $ 1,620,425 $ 423,606 $ 381,149 $ 225,626 $ 26,186 $ 2,676,992 Deductible goodwill acquired during the year — — — — — — Non-deductible goodwill acquired during the year 790,250 128,669 161,005 474,576 215 1,554,715 Goodwill reclassified as assets held for sale (see Note 10) (3,332 ) — — (40,089 ) — (43,421 ) Fair value and other adjustments(1) (157 ) — — (486 ) 1,146 503 Currency effects 4,921 1,161 (30,939 ) 13,462 — (11,395 ) Gross Balance as of September 30, 2016 $ 2,412,107 $ 553,436 $ 511,215 $ 673,089 $ 27,547 $ 4,177,394 Accumulated Amortization Balance as of December 31, 2015 $ 204,681 $ 53,699 $ 57,505 $ 129 $ — $ 316,014 Currency effects 371 93 (821 ) (73 ) — (430 ) Accumulated Amortization Balance as of September 30, 2016 $ 205,052 $ 53,792 $ 56,684 $ 56 $ — $ 315,584 Net Balance as of December 31, 2015 $ 1,415,744 $ 369,907 $ 323,644 $ 225,497 $ 26,186 $ 2,360,978 Net Balance as of September 30, 2016 $ 2,207,055 $ 499,644 $ 454,531 $ 673,033 $ 27,547 $ 3,861,810 Accumulated Goodwill Impairment Balance as of December 31, 2015 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 Accumulated Goodwill Impairment Balance as of September 30, 2016 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 _______________________________________________________________________________ (1) Total fair value and other adjustments primarily include net adjustments of $685 related to property, plant and equipment and customer relationship intangible assets, partially offset by $182 of cash received related to certain acquisitions completed in 2015. |
Components of amortizable intangible assets | The components of our finite-lived intangible assets as of December 31, 2015 and September 30, 2016 are as follows: December 31, 2015 September 30, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Customer relationship intangible assets and Customer Inducements $ 937,174 $ (333,860 ) $ 603,314 $ 1,684,891 $ (378,880 ) $ 1,306,011 Core Technology(1) 3,370 (3,370 ) — 1,625 (1,625 ) — Trademarks and Non-Compete Agreements(1) 7,741 (4,955 ) 2,786 24,448 (6,985 ) 17,463 Total $ 948,285 $ (342,185 ) $ 606,100 $ 1,710,964 $ (387,490 ) $ 1,323,474 _______________________________________________________________________________ (1) Included in Other, a component of Other Assets, Net in the accompanying Consolidated Balance Sheets. |
Schedule of amortization expenses | Amortization expense associated with finite-lived intangible assets and deferred financing costs for the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Amortization expense associated with finite-lived intangible assets and deferred financing costs $ 13,094 $ 29,899 $ 39,939 $ 68,857 |
Stock-based compensation expense for Employee Stock-Based Awards related to continuing operations | Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cost of sales (excluding depreciation and amortization) $ 65 $ 28 $ 156 $ 80 Selling, general and administrative expenses 6,094 5,929 20,780 21,790 Total stock-based compensation $ 6,159 $ 5,957 $ 20,936 $ 21,870 |
Summary of the weighted average assumptions used for stock option grants | The weighted average assumptions used for grants in the respective period are as follows: Nine Months Ended Weighted Average Assumptions 2015 2016 Expected volatility 28.4 % 27.2 % Risk-free interest rate 1.70 % 1.32 % Expected dividend yield 5 % 7 % Expected life 5.5 years 5.6 years |
Summary of stock option activity | A summary of our stock options outstanding as of September 30, 2016 by vesting terms is as follows: September 30, 2016 Stock Options Outstanding % of Stock Options Outstanding Three-year vesting period (10 year contractual life) 2,826,698 76.3 % Five-year vesting period (10 year contractual life) 622,057 16.8 % Ten-year vesting period (12 year contractual life) 255,255 6.9 % 3,704,010 A summary of stock option activity for the nine months ended September 30, 2016 is as follows: Stock Options Weighted Weighted Average Outstanding at December 31, 2015 3,688,814 $ 27.79 Granted 1,435,879 34.02 Exercised (1,373,290 ) 24.12 Forfeited (35,927 ) 32.43 Expired (11,466 ) 30.50 Outstanding at September 30, 2016 3,704,010 $ 31.51 7.08 $ 26,628 Options exercisable at September 30, 2016 1,553,980 $ 26.08 4.54 $ 19,208 Options expected to vest 2,025,402 $ 35.44 8.91 $ 7,020 |
Aggregate intrinsic value of stock options exercised | The aggregate intrinsic value of stock options exercised for the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Aggregate intrinsic value of stock options exercised $ 1,985 $ 5,433 $ 7,868 $ 16,792 |
Summary of restricted stock and RSU activity | The fair value of RSUs vested during the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Fair value of RSUs vested $ 2,377 $ 1,486 $ 21,561 $ 19,271 A summary of RSU activity for the nine months ended September 30, 2016 is as follows: RSUs Weighted- Non-vested at December 31, 2015 1,217,597 $ 33.68 Granted 671,385 32.36 Vested (575,875 ) 33.47 Forfeited (59,627 ) 33.74 Non-vested at September 30, 2016 1,253,480 $ 33.07 Cash dividends accrued and paid on RSUs for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cash dividends accrued on RSUs $ 616 $ 620 $ 1,917 $ 1,867 Cash dividends paid on RSUs 270 129 2,570 1,960 |
Schedule of performance units | The fair value of earned PUs that vested during the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Fair value of earned PUs that vested $ — $ 17 $ 2,107 $ 5,272 Cash dividends accrued and paid on PUs for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cash dividends accrued on PUs $ 222 $ 264 $ 647 $ 789 Cash dividends paid on PUs — — 1,015 645 |
Summary of Performance Unit (PU) activity | A summary of PU activity for the nine months ended September 30, 2016 is as follows: Original PU Adjustment(1) Total Weighted- Non-vested at December 31, 2015 520,764 (86,959 ) 433,805 $ 34.11 Granted 230,052 — 230,052 35.84 Vested (148,855 ) — (148,855 ) 35.42 Forfeited/Performance or Market Conditions Not Achieved (7,690 ) (34,079 ) (41,769 ) 42.87 Non-vested at September 30, 2016 594,271 (121,038 ) 473,233 $ 33.77 _______________________________________________________________________________ (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. |
Calculation of basic and diluted net income (loss) per share attributable to the entity | The calculation of basic and diluted income (loss) per share for the three and nine months ended September 30, 2015 and 2016 is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Income (loss) from continuing operations $ 23,517 $ 5,759 $ 119,263 $ 54,080 Less: Net income (loss) attributable to noncontrolling interests 407 720 1,727 1,822 Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation) $ 23,110 $ 5,039 $ 117,536 $ 52,258 Income (loss) from discontinued operations, net of tax $ — $ 2,041 $ — $ 3,628 Net income (loss) attributable to Iron Mountain Incorporated $ 23,110 $ 7,080 $ 117,536 $ 55,886 Weighted-average shares—basic 210,912,000 263,269,000 210,616,000 240,394,000 Effect of dilutive potential stock options 621,615 640,202 934,553 628,263 Effect of dilutive potential RSUs and PUs 382,995 592,773 530,252 497,658 Weighted-average shares—diluted 211,916,610 264,501,975 212,080,805 241,519,921 Earnings (losses) per share—basic: Income (loss) from continuing operations $ 0.11 $ 0.02 $ 0.57 $ 0.22 Income (loss) from discontinued operations, net of tax — 0.01 — 0.02 Net income (loss) attributable to Iron Mountain Incorporated(1) $ 0.11 $ 0.03 $ 0.56 $ 0.23 Earnings (losses) per share—diluted: Income (loss) from continuing operations $ 0.11 $ 0.02 $ 0.56 $ 0.22 Income (loss) from discontinued operations, net of tax — 0.01 — 0.02 Net income (loss) attributable to Iron Mountain Incorporated(1) $ 0.11 $ 0.03 $ 0.55 $ 0.23 Antidilutive stock options, RSUs and PUs, excluded from the calculation 2,262,827 759,478 1,318,811 1,725,249 |
Assets and liabilities carried at fair value measured on a recurring basis | The assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015 and September 30, 2016 , respectively, are as follows: Fair Value Measurements at Description Total Carrying Value at December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 18,645 $ — $ 18,645 $ — Trading Securities 10,371 9,514 (2) 857 (1) — Available-for-Sale Securities 624 624 (2) — — Fair Value Measurements at Description Total Carrying Value at September 30, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 18,687 $ — $ 18,687 $ — Trading Securities 10,708 10,225 (2) 483 (1) — _______________________________________________________________________________ (1) Time deposits and certain trading securities are measured based on quoted prices for similar assets and/or subsequent transactions and are included in Prepaid expenses and other in our Consolidated Balance Sheets. (2) Available-for-sale securities and certain trading securities are measured at fair value using quoted market prices. |
Schedule of changes in accumulated other comprehensive items, net | The changes in accumulated other comprehensive items, net for the three months ended September 30, 2015 and 2016 , respectively, are as follows: Foreign Market Value Total Balance as of June 30, 2015 $ (130,752 ) $ 1,002 $ (129,750 ) Other comprehensive (loss) income: Foreign currency translation adjustments (33,803 ) — (33,803 ) Market value adjustments for securities — (134 ) (134 ) Total other comprehensive (loss) income (33,803 ) (134 ) (33,937 ) Balance as of September 30, 2015 $ (164,555 ) $ 868 $ (163,687 ) Foreign Market Value Total Balance as of June 30, 2016 $ (149,289 ) $ — $ (149,289 ) Other comprehensive income (loss): Foreign currency translation adjustments 10,843 — 10,843 Total other comprehensive income (loss) 10,843 — 10,843 Balance as of September 30, 2016 $ (138,446 ) $ — $ (138,446 ) The changes in accumulated other comprehensive items, net for the nine months ended September 30, 2015 and 2016 , respectively, are as follows: Foreign Market Value Total Balance as of December 31, 2014 $ (76,010 ) $ 979 $ (75,031 ) Other comprehensive (loss) income: Foreign currency translation adjustments (88,545 ) — (88,545 ) Market value adjustments for securities — (111 ) (111 ) Total other comprehensive (loss) income (88,545 ) (111 ) (88,656 ) Balance as of September 30, 2015 $ (164,555 ) $ 868 $ (163,687 ) Foreign Market Value Total Balance as of December 31, 2015 $ (175,651 ) $ 734 $ (174,917 ) Other comprehensive income (loss): Foreign currency translation adjustments 37,205 — 37,205 Market value adjustments for securities — (734 ) (734 ) Total other comprehensive income (loss) 37,205 (734 ) 36,471 Balance as of September 30, 2016 $ (138,446 ) $ — $ (138,446 ) |
Other expense (income), net | Other expense (income), net for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Foreign currency transaction losses (gains), net $ 32,539 $ 10,685 $ 56,461 $ 15,336 Debt extinguishment expense 2,156 — 2,156 9,283 Other, net 551 12,617 982 12,387 $ 35,246 $ 23,302 $ 59,599 $ 37,006 |
Derivative Instruments and He26
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | Net cash (receipts) payments included in cash from operating activities related to settlements associated with foreign currency forward contracts for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Net cash (receipts) payments $ (7,024 ) $ — $ 22,164 $ — |
Fair value of derivative instruments, amount of (gain) loss recognized in income | osses for our derivative instruments for the three and nine months ended September 30, 2015 and 2016 are as follows: Amount of (Gain) Loss Recognized in Three Months Ended September 30, Nine Months Ended September 30, Derivatives Not Designated as Location of (Gain) Loss 2015 2016 2015 2016 Foreign exchange contracts Other expense (income), net $ (301 ) $ — $ 20,113 $ — |
Foreign exchange gains related to currency translation adjustments | As a result, we recorded the following foreign exchange (losses) gains, net of tax, related to the change in fair value of such debt due to currency translation adjustments, which is a component of accumulated other comprehensive items, net: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Foreign exchange (losses) gains $ (85 ) $ (313 ) $ 3,381 $ (901 ) Less: Tax (benefit) expense on foreign exchange (losses) gains — — — — Foreign exchange (losses) gains, net of tax $ (85 ) $ (313 ) $ 3,381 $ (901 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | Three Months Ended Nine Months Ended 2015 2016 2015 2016 Total Revenues $ 927,622 $ 942,822 $ 2,811,211 $ 2,828,033 Income (Loss) from Continuing Operations $ 14,530 $ 8,935 $ (15,654 ) $ 89,036 Per Share Income (Loss) from Continuing Operations - Basic $ 0.05 $ 0.03 $ (0.07 ) $ 0.33 Per Share Income (Loss) from Continuing Operations - Diluted $ 0.05 $ 0.03 $ (0.07 ) $ 0.33 |
Schedule of Business Acquisitions, by Acquisition | A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2016 acquisitions is as follows: Recall Other Fiscal 2016 Year Acquisitions (excluding Recall) Total Cash Paid (gross of cash acquired)(1) $ 331,834 $ 21,817 $ 353,651 Fair Value of Common Stock Issued 1,835,026 — 1,835,026 Fair Value of Noncontrolling Interests — 3,506 3,506 Total Consideration 2,166,860 25,323 2,192,183 Fair Value of Identifiable Assets Acquired: Cash 76,531 567 77,098 Accounts Receivable and Prepaid Expenses 204,610 2,582 207,192 Fair Value of Divestments(2) 122,978 — 122,978 Other Assets 47,574 541 48,115 Property, Plant and Equipment(3) 677,509 8,409 685,918 Customer Relationship Intangible Assets(4) 729,514 10,614 740,128 Debt Assumed (789,264 ) — (789,264 ) Accounts Payable, Accrued Expenses and Other Liabilities (258,937 ) (8,450 ) (267,387 ) Deferred Income Taxes (184,590 ) (2,720 ) (187,310 ) Total Fair Value of Identifiable Net Assets Acquired 625,925 11,543 637,468 Goodwill Initially Recorded(5) $ 1,540,935 $ 13,780 $ 1,554,715 _______________________________________________________________________________ (1) Included in cash paid for acquisitions in the Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 is net cash acquired of $77,098 and cash received of $182 related to acquisitions made in previous years. (2) Represents the fair value, less costs to sell, of the Initial United States Divestments, the Seattle/Atlanta Divestments, the Recall Canadian Divestments and the UK Divestments. (3) Consists primarily of buildings, racking structures, leasehold improvements and computer hardware and software. 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. (4) The weighted average lives of customer relationship intangible assets associated with acquisitions in 2016 was 14 years , primarily related to the customer relationship intangible assets associated with the Recall Transaction. (5) The goodwill associated with Recall is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and Recall. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of carrying amount and fair value of long-term debt instruments | Long-term debt is as follows: December 31, 2015 Debt Unamortized Deferred Financing Costs Carrying Amount Fair Revolving Credit Facility(1) $ 784,438 $ (9,410 ) $ 775,028 $ 784,438 Term Loan(1) 243,750 — 243,750 243,750 6% Senior Notes due 2020 (the "6% Notes due 2020")(2)(3)(4) 1,000,000 (16,124 ) 983,876 1,052,500 6 1 / 8 % CAD Senior Notes due 2021 (the "CAD Notes due 2021")(2)(5) 144,190 (1,924 ) 142,266 147,074 6 1 / 8 % GBP Senior Notes due 2022 (the "GBP Notes")(2)(4)(6) 592,140 (8,757 ) 583,383 606,944 6% Senior Notes due 2023 (the "6% Notes due 2023")(2)(3) 600,000 (8,420 ) 591,580 618,000 5 3 / 4 % Senior Subordinated Notes due 2024 (the "5 3 / 4 % Notes")(2)(3) 1,000,000 (11,902 ) 988,098 961,200 Real Estate Mortgages, Capital Leases and Other(7) 333,559 (1,070 ) 332,489 333,559 Accounts Receivable Securitization Program(8) 205,900 (692 ) 205,208 205,900 Total Long-term Debt 4,903,977 (58,299 ) 4,845,678 Less Current Portion (88,068 ) — (88,068 ) Long-term Debt, Net of Current Portion $ 4,815,909 $ (58,299 ) $ 4,757,610 September 30, 2016 Debt (inclusive of discount) Unamortized Deferred Financing Costs Carrying Amount Fair Revolving Credit Facility(1) $ 1,240,761 $ (8,166 ) $ 1,232,595 $ 1,240,761 Term Loan(1) 234,375 — 234,375 234,375 Australian Dollar Term Loan (the "AUD Term Loan")(9) 188,967 (3,713 ) 185,254 190,876 6% Notes due 2020(2)(3)(4) 1,000,000 (13,578 ) 986,422 1,055,000 CAD Notes due 2021(2)(5) 152,179 (1,762 ) 150,417 158,837 4 3 / 8 % Senior Notes due 2021 (the "4 3 / 8 % Notes")(2)(3)(4) 500,000 (8,051 ) 491,949 515,000 GBP Notes(2)(4)(6) 518,808 (6,816 ) 511,992 544,748 6% Notes due 2023(2)(3) 600,000 (7,597 ) 592,403 642,000 5 3 / 8 % CAD Senior Notes due 2023 (the "CAD Notes due 2023")(2)(4)(5) 190,223 (3,370 ) 186,853 191,412 5 3 / 4 % Notes(2)(3) 1,000,000 (10,872 ) 989,128 1,032,500 5 3 / 8 % Senior Notes due 2026 (the "5 3 / 8 % Notes")(2)(4)(10) 250,000 (4,159 ) 245,841 249,375 Real Estate Mortgages, Capital Leases and Other(7) 444,772 (1,113 ) 443,659 444,772 Accounts Receivable Securitization Program(8) 208,800 (461 ) 208,339 208,800 Total Long-term Debt 6,528,885 (69,658 ) 6,459,227 Less Current Portion (121,203 ) — (121,203 ) Long-term Debt, Net of Current Portion $ 6,407,682 $ (69,658 ) $ 6,338,024 ______________________________________________________________________________ (1) The capital stock or other equity interests of most of our United States subsidiaries, and up to 66% of the capital stock or other equity interests of most of our first-tier foreign subsidiaries, are pledged to secure these debt instruments, together with all intercompany obligations (including promissory notes) of subsidiaries owed to us or to one of our United States subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC ("Canada Company") has pledged 66% of the capital stock of its subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by it, to secure the Canadian dollar subfacility under the Revolving Credit Facility (defined below). The fair value (Level 3 of fair value hierarchy described at Note 2.g.) of these debt instruments approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio)), as of December 31, 2015 and September 30, 2016 , respectively. (2) The fair values (Level 1 of fair value hierarchy described at Note 2.g.) of these debt instruments are based on quoted market prices for these notes on December 31, 2015 and September 30, 2016 , respectively. (3) Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by its direct and indirect 100% owned United States subsidiaries that represent the substantial majority of our United States operations (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. Canada Company, Iron Mountain Europe PLC ("IME"), the Special Purpose Subsidiaries (as defined below) and the remainder of our subsidiaries do not guarantee the Parent Notes. See Note 6. (4) The 6% Notes due 2020, the 4 3 / 8 % Notes, the GBP Notes, the CAD Notes due 2023 and the 5 3 / 8 % Notes (collectively, the "Unregistered Notes") have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Unless they are registered, the Unregistered Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction. (5) Canada Company is the direct obligor on the CAD Notes due 2021 and the CAD Notes due 2023 (collectively, the "CAD Notes"), which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 6. (6) IME is the direct obligor on the GBP Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 6. (7) We believe the fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt approximates its carrying value. (8) The Special Purpose Subsidiaries are the obligors under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt approximates its carrying value. (9) The fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $ 1,909 as of September 30, 2016. (10) Iron Mountain US Holdings, Inc. ("IM US Holdings"), a 100% owned subsidiary of IMI and one of the Guarantors, is the direct obligor on the 5 3 / 8 % Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the other Guarantors. These guarantees are joint and several obligations of IMI and such Guarantors. See Note 6. |
Schedule of Leverage and Fixed Charge Ratios | Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2015 and September 30, 2016, respectively, and our leverage ratio under our indentures as of December 31, 2015 and September 30, 2016, respectively, are as follows: December 31, 2015 September 30, 2016 Maximum/Minimum Allowable Net total lease adjusted leverage ratio 5.6 5.7 Maximum allowable of 6.5 Net secured debt lease adjusted leverage ratio 2.6 2.6 Maximum allowable of 4.0 Bond leverage ratio (not lease adjusted) 5.5 5.4 Maximum allowable of 6.5 Fixed charge coverage ratio 2.4 2.5 Minimum allowable of 1.5 |
Schedule of Line of Credit Facilities | Commitment fees and letters of credit fees, which are based on the unused balances under the Former Revolving Credit Facility, the Revolving Credit Facility and the Accounts Receivable Securitization Program (as defined below) for the three and nine months ended September 30, 2015 and 2016 are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Commitment fees and letters of credit fees $ 883 $ 428 $ 2,741 $ 1,457 |
Selected Consolidated Financi29
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | |
Schedule of selected consolidated Balance sheet statements of Parent, Guarantors, Canada Company and Non-Guarantors | CONSOLIDATED BALANCE SHEETS December 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 151 $ 7,803 $ 13,182 $ 107,245 $ — $ 128,381 Accounts receivable — 18,917 30,428 515,056 — 564,401 Intercompany receivable — 1,038,141 — — (1,038,141 ) — Other current assets 898 107,235 2,305 54,721 (29 ) 165,130 Total Current Assets 1,049 1,172,096 45,915 677,022 (1,038,170 ) 857,912 Property, Plant and Equipment, Net 661 1,633,885 137,100 725,512 — 2,497,158 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,325,005 1,869 — — (3,326,874 ) — Investment in subsidiaries 727,710 459,429 27,731 2,862 (1,217,732 ) — Goodwill — 1,640,130 152,975 567,873 — 2,360,978 Other 623 414,407 22,637 196,872 — 634,539 Total Other Assets, Net 4,053,338 2,515,835 203,343 767,607 (4,544,606 ) 2,995,517 Total Assets $ 4,055,048 $ 5,321,816 $ 386,358 $ 2,170,141 $ (5,582,776 ) $ 6,350,587 Liabilities and Equity Intercompany Payable $ 879,649 $ — $ 5,892 $ 152,600 $ (1,038,141 ) $ — Current Portion of Long-Term Debt — 41,159 — 46,938 (29 ) 88,068 Total Other Current Liabilities 56,740 463,556 26,804 206,663 — 753,763 Long-Term Debt, Net of Current Portion 2,608,818 674,798 284,798 1,189,196 — 4,757,610 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,325,005 869 — (3,326,874 ) — Other Long-term Liabilities — 119,454 37,402 65,683 — 222,539 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 508,841 697,844 30,593 489,295 (1,217,732 ) 508,841 Noncontrolling Interests — — — 19,766 — 19,766 Total Equity 508,841 697,844 30,593 509,061 (1,217,732 ) 528,607 Total Liabilities and Equity $ 4,055,048 $ 5,321,816 $ 386,358 $ 2,170,141 $ (5,582,776 ) $ 6,350,587 CONSOLIDATED BALANCE SHEETS (Continued) September 30, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 1,710 $ 26,044 $ 14,792 $ 415,582 $ — $ 458,128 Accounts receivable — 94,358 38,707 567,173 — 700,238 Intercompany receivable 562,568 546,766 — — (1,109,334 ) — Other current assets — 66,893 685 113,514 (29 ) 181,063 Assets held for sale (see Note 10) — 22,429 25,533 79,950 — 127,912 Total Current Assets 564,278 756,490 79,717 1,176,219 (1,109,363 ) 1,467,341 Property, Plant and Equipment, Net 527 1,852,010 158,011 1,155,980 — 3,166,528 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,948,530 1,000 — — (3,949,530 ) — Investment in subsidiaries 761,272 537,305 34,620 81,194 (1,414,391 ) — Goodwill — 2,511,380 232,052 1,118,378 — 3,861,810 Other — 829,635 54,148 525,454 — 1,409,237 Total Other Assets, Net 4,709,802 3,879,320 320,820 1,725,026 (5,363,921 ) 5,271,047 Total Assets $ 5,274,607 $ 6,487,820 $ 558,548 $ 4,057,225 $ (6,473,284 ) $ 9,904,916 Liabilities and Equity Intercompany Payable $ — $ — $ 8,451 $ 1,100,883 $ (1,109,334 ) $ — Current Portion of Long-Term Debt — 46,749 — 74,483 (29 ) 121,203 Total Other Current Liabilities 55,378 495,255 32,535 300,387 — 883,555 Liabilities held for sale (see Note 10) — — — 19,269 — 19,269 Long-Term Debt, Net of Current Portion 3,093,536 1,063,324 347,719 1,833,445 — 6,338,024 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,948,530 — — (3,949,530 ) — Other Long-term Liabilities — 159,109 54,029 179,473 — 392,611 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 2,124,693 774,853 115,814 523,724 (1,414,391 ) 2,124,693 Noncontrolling Interests — — — 25,561 — 25,561 Total Equity 2,124,693 774,853 115,814 549,285 (1,414,391 ) 2,150,254 Total Liabilities and Equity $ 5,274,607 $ 6,487,820 $ 558,548 $ 4,057,225 $ (6,473,284 ) $ 9,904,916 |
Schedule of selected consolidated Income statements of Parent, Guarantors, Canada Company and Non-Guarantors | CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 308,336 $ 29,164 $ 122,552 $ — $ 460,052 Service — 181,230 14,558 90,689 — 286,477 Intercompany service — 1,042 — 16,243 (17,285 ) — Total Revenues — 490,608 43,722 229,484 (17,285 ) 746,529 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 196,060 6,008 115,595 — 317,663 Selling, general and administrative 19 154,202 3,565 57,907 — 215,693 Intercompany service charges — 3,257 12,986 1,042 (17,285 ) — Depreciation and amortization 45 56,145 3,089 27,213 — 86,492 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (197 ) 34 22 — (141 ) Total Operating Expenses 64 409,467 25,682 201,779 (17,285 ) 619,707 Operating (Loss) Income (64 ) 81,141 18,040 27,705 — 126,822 Interest Expense (Income), Net 39,302 (7,281 ) 7,784 25,330 — 65,135 Other Expense (Income), Net 686 1,577 (98 ) 33,081 — 35,246 (Loss) Income from Continuing Operations Before (Benefit) Provision for Income Taxes and Gain on Real Estate (40,052 ) 86,845 10,354 (30,706 ) — 26,441 (Benefit) Provision for Income Taxes — (5,210 ) 3,041 5,943 — 3,774 Gain on Sale of Real Estate, Net of Tax — — — (850 ) — (850 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (63,162 ) 28,343 (605 ) (7,313 ) 42,737 — Net Income (Loss) 23,110 63,712 7,918 (28,486 ) (42,737 ) 23,517 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 407 — 407 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 23,110 $ 63,712 $ 7,918 $ (28,893 ) $ (42,737 ) $ 23,110 Net Income (Loss) $ 23,110 $ 63,712 $ 7,918 $ (28,486 ) $ (42,737 ) $ 23,517 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (85 ) — (7,709 ) (26,800 ) — (34,594 ) Market Value Adjustments for Securities — (134 ) — — — (134 ) Equity in Other Comprehensive (Loss) Income of Subsidiaries (33,852 ) (33,637 ) (1,805 ) (7,709 ) 77,003 — Total Other Comprehensive (Loss) Income (33,937 ) (33,771 ) (9,514 ) (34,509 ) 77,003 (34,728 ) Comprehensive (Loss) Income (10,827 ) 29,941 (1,596 ) (62,995 ) 34,266 (11,211 ) Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — (384 ) — (384 ) Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated $ (10,827 ) $ 29,941 $ (1,596 ) $ (62,611 ) $ 34,266 $ (10,827 ) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Three Months Ended September 30, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 347,174 $ 33,102 $ 196,189 $ — $ 576,465 Service — 212,640 16,344 137,373 — 366,357 Intercompany service — 981 — 20,561 (21,542 ) — Total Revenues — 560,795 49,446 354,123 (21,542 ) 942,822 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 234,791 7,942 187,075 — 429,808 Selling, general and administrative 28 163,997 5,084 83,835 — 252,944 Intercompany service charges — 4,104 16,457 981 (21,542 ) — Depreciation and amortization 45 73,284 4,266 47,075 — 124,670 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — 101 — (155 ) — (54 ) Total Operating Expenses 73 476,277 33,749 318,811 (21,542 ) 807,368 Operating (Loss) Income (73 ) 84,518 15,697 35,312 — 135,454 Interest Expense (Income), Net 21,689 (4,074 ) 11,929 53,756 — 83,300 Other Expense (Income), Net (6,962 ) 2,815 8,872 18,577 — 23,302 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate (14,800 ) 85,777 (5,104 ) (37,021 ) — 28,852 Provision (Benefit) for Income Taxes — 22,326 786 306 — 23,418 Gain on Sale of Real Estate, Net of Tax — (266 ) (59 ) — — (325 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (21,880 ) 10,144 (675 ) 5,182 7,229 — (Loss) Income from Continuing Operations 7,080 53,573 (5,156 ) (42,509 ) (7,229 ) 5,759 Income (Loss) from Discontinued Operations, Net of Tax — 1,464 649 (72 ) — 2,041 Net (Loss) Income 7,080 55,037 (4,507 ) (42,581 ) (7,229 ) 7,800 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 720 — 720 Net (Loss) Income Attributable to Iron Mountain Incorporated $ 7,080 $ 55,037 $ (4,507 ) $ (43,301 ) $ (7,229 ) $ 7,080 Net (Loss) Income $ 7,080 $ 55,037 $ (4,507 ) $ (42,581 ) $ (7,229 ) $ 7,800 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (313 ) — (2,803 ) 14,420 — 11,304 Equity in Other Comprehensive Income (Loss) of Subsidiaries 11,156 12,378 (152 ) (2,803 ) (20,579 ) — Total Other Comprehensive Income (Loss) 10,843 12,378 (2,955 ) 11,617 (20,579 ) 11,304 Comprehensive (Loss) Income 17,923 67,415 (7,462 ) (30,964 ) (27,808 ) 19,104 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 1,181 — 1,181 Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated $ 17,923 $ 67,415 $ (7,462 ) $ (32,145 ) $ (27,808 ) $ 17,923 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Nine Months Ended September 30, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 918,841 $ 90,836 $ 370,456 $ — $ 1,380,133 Service — 551,363 47,223 276,830 — 875,416 Intercompany service — 2,449 — 54,788 (57,237 ) — Total Revenues — 1,472,653 138,059 702,074 (57,237 ) 2,255,549 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 588,801 19,815 356,984 — 965,600 Selling, general and administrative 116 435,445 11,527 180,904 — 627,992 Intercompany service charges — 9,657 45,131 2,449 (57,237 ) — Depreciation and amortization 136 167,908 9,306 82,642 — 259,992 Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net — 565 34 108 — 707 Total Operating Expenses 252 1,202,376 85,813 623,087 (57,237 ) 1,854,291 Operating (Loss) Income (252 ) 270,277 52,246 78,987 — 401,258 Interest Expense (Income), Net 117,694 (20,373 ) 24,329 74,470 — 196,120 Other (Income) Expense, Net (225 ) 6,099 (235 ) 53,960 — 59,599 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Real Estate (117,721 ) 284,551 28,152 (49,443 ) — 145,539 Provision (Benefit) for Income Taxes — 3,455 10,900 12,771 — 27,126 Gain on Sale of Real Estate, Net of Tax — — — (850 ) — (850 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (235,257 ) 46,440 (2,538 ) (17,252 ) 208,607 — Net Income (Loss) 117,536 234,656 19,790 (44,112 ) (208,607 ) 119,263 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 1,727 — 1,727 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 117,536 $ 234,656 $ 19,790 $ (45,839 ) $ (208,607 ) $ 117,536 Net Income (Loss) $ 117,536 $ 234,656 $ 19,790 $ (44,112 ) $ (208,607 ) $ 119,263 Other Comprehensive (Loss) Income: Foreign Currency Translation Adjustments 3,381 — (14,612 ) (78,538 ) — (89,769 ) Market Value Adjustments for Securities — (111 ) — — — (111 ) Equity in Other Comprehensive (Loss) Income of Subsidiaries (92,037 ) (91,626 ) (3,270 ) (14,612 ) 201,545 — Total Other Comprehensive (Loss) Income (88,656 ) (91,737 ) (17,882 ) (93,150 ) 201,545 (89,880 ) Comprehensive Income (Loss) 28,880 142,919 1,908 (137,262 ) (7,062 ) 29,383 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 503 — 503 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 28,880 $ 142,919 $ 1,908 $ (137,765 ) $ (7,062 ) $ 28,880 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Nine Months Ended September 30, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 995,206 $ 93,038 $ 488,114 $ — $ 1,576,358 Service — 604,414 47,893 348,595 — 1,000,902 Intercompany service — 3,007 — 57,809 (60,816 ) — Total Revenues — 1,602,627 140,931 894,518 (60,816 ) 2,577,260 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 665,207 21,661 464,694 — 1,151,562 Selling, general and administrative 621 506,987 13,052 217,127 — 737,787 Intercompany service charges — 11,267 46,542 3,007 (60,816 ) — Depreciation and amortization 134 198,749 11,307 116,706 — 326,896 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (1,311 ) 6 174 — (1,131 ) Total Operating Expenses 755 1,380,899 92,568 801,708 (60,816 ) 2,215,114 Operating (Loss) Income (755 ) 221,728 48,363 92,810 — 362,146 Interest Expense (Income), Net 89,742 (18,654 ) 33,311 120,829 — 225,228 Other Expense (Income), Net 44,769 6,987 8,916 (23,666 ) — 37,006 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate (135,266 ) 233,395 6,136 (4,353 ) — 99,912 Provision (Benefit) for Income Taxes — 39,327 4,826 2,004 — 46,157 Gain on Sale of Real Estate, Net of Tax — (266 ) (59 ) — — (325 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (191,152 ) (43,724 ) (3,361 ) (2,653 ) 240,890 — Income (Loss) from Continuing Operations 55,886 238,058 4,730 (3,704 ) (240,890 ) 54,080 Income (Loss) from Discontinued Operations, Net of Tax — 2,354 1,284 (10 ) — 3,628 Net Income (Loss) 55,886 240,412 6,014 (3,714 ) (240,890 ) 57,708 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 1,822 — 1,822 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 55,886 $ 240,412 $ 6,014 $ (5,536 ) $ (240,890 ) $ 55,886 Net Income (Loss) $ 55,886 $ 240,412 $ 6,014 $ (3,714 ) $ (240,890 ) $ 57,708 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (901 ) — (5,908 ) 44,880 — 38,071 Market Value Adjustments for Securities — (734 ) — — — (734 ) Equity in Other Comprehensive Income (Loss) of Subsidiaries 37,372 33,908 461 (5,908 ) (65,833 ) — Total Other Comprehensive Income (Loss) 36,471 33,174 (5,447 ) 38,972 (65,833 ) 37,337 Comprehensive Income (Loss) 92,357 273,586 567 35,258 (306,723 ) 95,045 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 2,688 — 2,688 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 92,357 $ 273,586 $ 567 $ 32,570 $ (306,723 ) $ 92,357 |
Schedule of selected consolidated cash flow statements of Parent, Guarantors, Canada Company and Non-Guarantors | CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities $ (130,151 ) $ 365,002 $ 27,249 $ 57,995 $ — $ 320,095 Cash Flows from Investing Activities: Capital expenditures — (128,461 ) (11,341 ) (62,779 ) — (202,581 ) Cash paid for acquisitions, net of cash acquired — (9,871 ) (5,260 ) (12,844 ) — (27,975 ) Intercompany loans to subsidiaries (290,254 ) 136,995 — — 153,259 — Investment in subsidiaries (16,000 ) (16,000 ) — — 32,000 — Decrease in restricted cash 33,860 — — — — 33,860 Acquisitions of customer relationships and customer inducements — (26,920 ) (677 ) (7,566 ) — (35,163 ) Proceeds from sales of property and equipment and other, net (including real estate) — 475 32 1,525 — 2,032 Cash Flows from Investing Activities (272,394 ) (43,782 ) (17,246 ) (81,664 ) 185,259 (229,827 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt — (6,732,070 ) (510,109 ) (1,297,398 ) — (8,539,577 ) Proceeds from revolving credit and term loan facilities and other debt — 6,169,400 507,741 1,465,302 — 8,142,443 Net proceeds from sales of senior notes 985,000 — — — — 985,000 Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net — — — (1,260 ) — (1,260 ) Intercompany loans from parent — 298,690 (636 ) (144,795 ) (153,259 ) — Equity contribution from parent — 16,000 — 16,000 (32,000 ) — Parent cash dividends (303,712 ) — — — — (303,712 ) Net proceeds (payments) associated with employee stock-based awards 13,988 — — — — 13,988 Excess tax benefit (deficiency) from stock-based compensation 323 — — — — 323 Payment of debt financing and stock issuance costs (29 ) (10,661 ) — (975 ) — (11,665 ) Cash Flows from Financing Activities 695,570 (258,641 ) (3,004 ) 36,874 (185,259 ) 285,540 Effect of exchange rates on cash and cash equivalents — (67 ) (802 ) (7,973 ) — (8,842 ) Increase (Decrease) in cash and cash equivalents 293,025 62,512 6,197 5,232 — 366,966 Cash and cash equivalents, beginning of period 2,399 4,713 4,979 113,842 — 125,933 Cash and cash equivalents, end of period $ 295,424 $ 67,225 $ 11,176 $ 119,074 $ — $ 492,899 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Nine Months Ended September 30, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities—Continuing Operations $ (122,725 ) $ 426,082 $ 31,171 $ 84,424 $ — $ 418,952 Cash Flows from Operating Activities—Discontinued Operations — 2,213 1,443 (16 ) — 3,640 Cash Flows from Operating Activities (122,725 ) 428,295 32,614 84,408 — 422,592 Cash Flows from Investing Activities: Capital expenditures — (151,785 ) (6,219 ) (88,025 ) — (246,029 ) Cash paid for acquisitions, net of cash acquired — 4,057 (2,381 ) (278,047 ) — (276,371 ) Intercompany loans to subsidiaries (11,220 ) (183,281 ) — — 194,501 — Investment in subsidiaries (1,585 ) (1,585 ) — — 3,170 — Acquisitions of customer relationships and customer inducements — (32,989 ) — (7,866 ) — (40,855 ) Net proceeds from divestments (see Note 10) — 53,950 — — 53,950 Proceeds from sales of property and equipment and other, net (including real estate) — 161 — 2,036 — 2,197 Cash Flows from Investing Activities—Continuing Operations (12,805 ) (311,472 ) (8,600 ) (371,902 ) 197,671 (507,108 ) Cash Flows from Investing Activities—Discontinued Operations — (12 ) — — — (12 ) Cash Flows from Investing Activities (12,805 ) (311,484 ) (8,600 ) (371,902 ) 197,671 (507,120 ) Cash Flows from Financing Activities: Repayment of revolving credit, term loan and bridge facilities and other debt (1,130,020 ) (5,721,732 ) (1,269,696 ) (3,438,937 ) — (11,560,385 ) Proceeds from revolving credit, term loan and bridge facilities and other debt 1,116,995 5,366,524 1,130,193 3,813,677 — 11,427,389 Net proceeds from sales of senior notes 492,500 246,250 186,693 — — 925,443 Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — — (6 ) — (6 ) Intercompany loans from parent — 13,303 (67,169 ) 248,367 (194,501 ) — Equity contribution from parent — 1,585 — 1,585 (3,170 ) — Parent cash dividends (360,462 ) — — — — (360,462 ) Net proceeds (payments) associated with employee stock-based awards 26,374 — — — — 26,374 Excess tax benefit (deficiency) from stock-based compensation 91 — — — — 91 Payment of debt financing and stock issuance costs (8,389 ) (4,500 ) (531 ) (3,687 ) — (17,107 ) Cash Flows from Financing Activities—Continuing Operations 137,089 (98,570 ) (20,510 ) 620,999 (197,671 ) 441,337 Cash Flows from Financing Activities—Discontinued Operations — — — — — — Cash Flows from Financing Activities 137,089 (98,570 ) (20,510 ) 620,999 (197,671 ) 441,337 Effect of exchange rates on cash and cash equivalents — — (1,894 ) (25,168 ) — (27,062 ) Increase (Decrease) in cash and cash equivalents 1,559 18,241 1,610 308,337 — 329,747 Cash and cash equivalents, beginning of period 151 7,803 13,182 107,245 — 128,381 Cash and cash equivalents, end of period $ 1,710 $ 26,044 $ 14,792 $ 415,582 $ — $ 458,128 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of analysis of business segment information and reconciliation | An analysis of our business segment information and reconciliation to the accompanying Consolidated Financial Statements is as follows: North American North American Western European Business Other International Business Corporate Business Total For the Three Months Ended September 30, 2015 Total Revenues $ 441,237 $ 97,385 $ 99,003 $ 103,327 $ 5,577 $ 746,529 Depreciation and Amortization 45,985 5,389 11,126 14,399 9,593 86,492 Depreciation 41,034 5,142 9,631 9,991 9,684 75,482 Amortization 4,951 247 1,495 4,408 (91 ) 11,010 Adjusted OIBDA 175,331 50,268 30,789 21,267 (49,820 ) 227,835 Expenditures for Segment Assets 42,670 1,891 7,138 17,809 10,934 80,442 Capital Expenditures 32,026 1,891 3,417 14,957 10,934 63,225 Cash Paid (Received) for Acquisitions, Net of Cash Acquired 3,986 — — 2,275 — 6,261 Acquisitions of Customer Relationships and Customer Inducements 6,658 — 3,721 577 — 10,956 For the Three Months Ended September 30, 2016 Total Revenues 499,977 107,477 122,785 197,084 15,499 942,822 Depreciation and Amortization 55,256 9,680 14,409 30,279 15,046 124,670 Depreciation 47,634 5,822 10,657 20,615 13,632 98,360 Amortization 7,622 3,858 3,752 9,664 1,414 26,310 Adjusted OIBDA 199,559 59,714 37,546 53,844 (56,460 ) 294,203 Expenditures for Segment Assets 48,135 9,391 13,057 16,320 19,388 106,291 Capital Expenditures 29,061 9,391 8,266 16,258 19,388 82,364 Cash (Received) Paid for Acquisitions, Net of Cash Acquired 17 — 225 (424 ) — (182 ) Acquisitions of Customer Relationships and Customer Inducements 19,057 — 4,566 486 — 24,109 As of and for the Nine Months Ended September 30, 2015 Total Revenues 1,332,811 294,220 296,337 317,378 14,803 2,255,549 Depreciation and Amortization 137,581 16,231 34,022 43,553 28,605 259,992 Depreciation 122,705 15,726 29,590 29,922 28,554 226,497 Amortization 14,876 505 4,432 13,631 51 33,495 Adjusted OIBDA 533,598 152,178 87,146 63,143 (153,784 ) 682,281 Total Assets (1)(2) 3,610,618 645,832 892,798 866,138 588,568 6,603,954 Expenditures for Segment Assets 129,512 15,879 19,676 61,111 39,541 265,719 Capital Expenditures 96,135 8,837 11,967 48,500 37,142 202,581 Cash Paid (Received) for Acquisitions, Net of Cash Acquired 12,764 (21 ) 2,510 10,323 2,399 27,975 Acquisitions of Customer Relationships and Customer Inducements 20,613 7,063 5,199 2,288 — 35,163 As of and for the Nine Months Ended September 30, 2016 Total Revenues 1,426,128 307,090 334,859 464,094 45,089 2,577,260 Depreciation and Amortization 158,071 21,427 40,729 70,462 36,207 326,896 Depreciation 135,756 17,076 31,026 49,840 33,582 267,280 Amortization 22,315 4,351 9,703 20,622 2,625 59,616 Adjusted OIBDA 565,254 170,255 102,765 117,351 (164,842 ) 790,783 Total Assets (1) 5,021,015 867,181 1,231,580 2,134,678 650,462 9,904,916 Expenditures for Segment Assets 114,673 17,968 17,959 330,065 82,590 563,255 Capital Expenditures 85,883 16,520 18,303 43,800 81,523 246,029 Cash (Received) Paid for Acquisitions, Net of Cash Acquired (3) (2,659 ) (59 ) (6,878 ) 284,925 1,042 276,371 Acquisitions of Customer Relationships and Customer Inducements 31,449 1,507 6,534 1,340 25 40,855 ______________________________________________________________________________ (1) Excludes all intercompany receivables or payables and investment in subsidiary balances. (2) During the fourth quarter of 2015, we adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than an asset. Total assets as of September 30, 2015 for the Western European Business, Other International Business and Corporate and Other Business segments have been reduced by $9,215 , $548 , and $56,105 , respectively, to reflect the adoption of ASU 2015-03. |
Schedule of reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis | A reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes and gain on sale of real estate is as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Adjusted OIBDA $ 227,835 $ 294,203 $ 682,281 $ 790,783 Less: Depreciation and Amortization 86,492 124,670 259,992 326,896 (Gain) Loss on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net (141 ) (54 ) 707 (1,131 ) Recall Costs(1) 14,662 34,133 20,324 102,872 Interest Expense, Net 65,135 83,300 196,120 225,228 Other Expense (Income), Net 35,246 23,302 59,599 37,006 Income (Loss) from Continuing Operations before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate $ 26,441 $ 28,852 $ 145,539 $ 99,912 _______________________________________________________________________________ (1) Includes operating expenditures associated with our acquisition of Recall, including operating expenditures to complete the Recall Transaction, including advisory and professional fees and costs to complete the Divestments required in connection with receipt of regulatory approval and to provide transitional services required to support the divested businesses during a transition period ("Recall Deal Close & Divestment Costs"), as well as operating expenditures to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs ("Recall Integration Costs" and, collectively with Recall Deal Close & Divestment Costs, "Recall Costs"). |
Stockholders' Equity Matters (T
Stockholders' Equity Matters (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of dividend declared and payments | In fiscal year 2015 and in the first nine months of 2016 , our board of directors declared the following dividends: Declaration Date Dividend Record Date Total Payment Date February 19, 2015 $ 0.4750 March 6, 2015 $ 99,795 March 20, 2015 May 28, 2015 0.4750 June 12, 2015 100,119 June 26, 2015 August 27, 2015 0.4750 September 11, 2015 100,213 September 30, 2015 October 29, 2015 0.4850 December 1, 2015 102,438 December 15, 2015 February 18, 2016 0.4850 March 7, 2016 102,651 March 21, 2016 May 25, 2016 0.4850 June 6, 2016 127,469 June 24, 2016 July 27, 2016 0.4850 September 12, 2016 127,737 September 30, 2016 |
Divestments (Tables)
Divestments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Our assets and liabilities held for sale as of September 30, 2016 are comprised of the following: Description Seattle/Atlanta Divestments Australia Divestment Business Recall Canadian Divestments Iron Mountain Canadian Divestments UK Divestments Total Assets held for sale: Accounts receivable $ — $ 8,508 $ — $ — $ — $ 8,508 Deferred income taxes — 1,107 — — — 1,107 Prepaid expenses and other — 613 — — — 613 Property, plant and equipment, net — 24,253 — 1,641 — 25,894 Goodwill — 27,130 — 3,288 — 30,418 Estimated fair value of assets held for sale, less costs to sell 22,429 — 20,642 — 3,507 46,578 Customer relationships and customer inducements — 14,359 — — — 14,359 Other — 435 — — — 435 $ 22,429 $ 76,405 $ 20,642 $ 4,929 $ 3,507 $ 127,912 Liabilities held for sale: Accounts payable $ — $ 2,211 $ — $ — $ — $ 2,211 Accrued expenses — 5,601 — — — 5,601 Deferred revenue — 1,366 — — — 1,366 Other long-term liabilities — 7,390 — — — 7,390 Deferred rent — 2,701 — — — 2,701 $ — $ 19,269 $ — $ — $ — $ 19,269 The table below summarizes certain results of operations of the Recall Divestments: Three Months Ended September 30, 2016 Description Initial United States Divestments(1) Seattle/Atlanta Divestments Recall Canadian Divestments UK Divestments Total Total Revenues $ — $ 3,200 $ 2,977 $ 385 $ 6,562 Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes — 1,534 888 (88 ) 2,334 Provision (Benefit) for Income Taxes — 70 — 239 (16 ) 293 Income (Loss) from Discontinued Operations, Net of Tax $ — $ 1,464 $ 649 $ (72 ) $ 2,041 Nine Months Ended September 30, 2016 Description Initial Seattle/Atlanta Divestments Recall Canadian Divestments UK Divestments Total Total Revenues $ — $ 5,010 $ 4,865 $ 696 $ 10,571 Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes — 2,468 1,755 (13 ) 4,210 Provision (Benefit) for Income Taxes — 114 471 (3 ) 582 Income (Loss) from Discontinued Operations, Net of Tax $ — $ 2,354 $ 1,284 $ (10 ) $ 3,628 ______________________________________________________________________________ (1) The Access Sale occurred nearly simultaneously with the closing of the Recall Transaction. Accordingly, the revenue and expenses associated with the Initial United States Divestments are not included in our Consolidated Statements of Operations for the three and nine months ended September 30, 2016 , respectively, and the cash flows associated with the Initial United States Divestments are not included in our Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 , due to the immaterial nature of the revenues, expenses and cash flows related to the Initial United States Divestments for the period of time we owned these businesses (May 2, 2016 through May 4, 2016). |
Transformation Initiative Trans
Transformation Initiative Transformation Initiative (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | Costs included in the accompanying Consolidated Statements of Operations associated with the Transformation Initiative are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cost of sales (excluding depreciation and amortization) $ — $ — $ — $ — Selling, general and administrative expenses 9,080 188 9,080 6,007 Total $ 9,080 $ 188 $ 9,080 $ 6,007 |
Restructuring Costs Recorded By Segment [Table Text Block] | Costs recorded by segment associated with the Transformation Initiative are as follows: Three Months Ended Nine Months Ended 2015 2016 2015 2016 North American Records and Information Management Business $ 5,200 $ 40 $ 5,200 $ 2,329 North American Data Management Business 241 — 241 395 Western European Business 1,439 — 1,439 204 Other International Business — — — — Corporate and Other Business 2,200 148 2,200 3,079 Total $ 9,080 $ 188 $ 9,080 $ 6,007 |
Recall Costs (Tables)
Recall Costs (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition costs Included in Statement of Operations | Recall Costs included in the accompanying Consolidated Statements of Operations are as follows: Recall Deal Close & Divestment Costs Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cost of sales (excluding depreciation and amortization) $ — $ — $ — $ — Selling, general and administrative expenses 14,662 3,861 20,324 35,938 Total Recall Deal Close & Divestment Costs $ 14,662 $ 3,861 $ 20,324 $ 35,938 Recall Integration Costs Three Months Ended Nine Months Ended 2015 2016 2015 2016 Cost of sales (excluding depreciation and amortization) $ — $ 4,457 $ — $ 4,788 Selling, general and administrative expenses — 25,815 — 62,146 Total Recall Integration Costs $ — $ 30,272 $ — $ 66,934 Total Recall Costs $ 14,662 $ 34,133 $ 20,324 $ 102,872 Recall Costs included in the accompanying Consolidated Statements of Operations by segment are as follows: Recall Deal Close & Divestment Costs Three Months Ended Nine Months Ended 2015 2016 2015 2016 North American Records and Information Management Business $ — $ — $ — $ — North American Data Management Business — — — — Western European Business — — — — Other International Business — — — — Corporate and Other Business 14,662 3,861 20,324 35,938 Total Recall Deal Close & Divestment Costs $ 14,662 $ 3,861 $ 20,324 $ 35,938 Recall Integration Costs Three Months Ended Nine Months Ended 2015 2016 2015 2016 North American Records and Information Management Business $ — $ 4,989 $ — $ 7,822 North American Data Management Business — 1,578 — 2,095 Western European Business — 7,483 — 11,613 Other International Business — 5,638 — 11,586 Corporate and Other Business — 10,584 — 33,818 Total Recall Integration Costs $ — $ 30,272 $ — $ 66,934 Total Recall Costs $ 14,662 $ 34,133 $ 20,324 $ 102,872 |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | May 02, 2016 | Sep. 30, 2016 | Apr. 29, 2016 |
Business Acquisition [Line Items] | |||
Cash consideration | $ 353,651 | ||
Consideration transferred | 2,192,183 | ||
Recall | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 331,800 | 331,834 | |
Price per outstanding share | $ 36.53 | ||
Consideration transferred | $ 2,166,900 | $ 2,166,860 | |
Recall | Common Stock | |||
Business Acquisition [Line Items] | |||
Acquisition, shares of common stock issued | 50,233,412 | 50,233,412 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - (Gain) Loss on Foreign Currency Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Total loss on foreign currency transactions | $ 10,685 | $ 32,539 | $ 15,336 | $ 56,461 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands | Oct. 01, 2015 | Sep. 30, 2016 |
Goodwill | ||
Goodwill impairment charge | $ 0 | |
Minimum | Initial Costs For Transport Of Boxes [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Minimum | Customer Relationships Current Record Management Vendor Or Payments To Customers [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Minimum | Other Intangible Assets [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Minimum | Customer Relationships [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Maximum | Initial Costs For Transport Of Boxes [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Maximum | Customer Relationships Current Record Management Vendor Or Payments To Customers [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum | Other Intangible Assets [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Maximum | Customer Relationships [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 30 years |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Schedule of Carrying Value of Goodwill, by Reporting Unit (Details) - USD ($) $ in Thousands | Oct. 01, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill | |||
Goodwill, Impairment Loss | $ 0 | ||
Goodwill | $ 3,861,810 | $ 2,360,978 | |
North American Records and Information Management business | |||
Goodwill | |||
Goodwill | 2,207,055 | 1,415,744 | |
North American Records and Information Management business | North American Records And Information Management | |||
Goodwill | |||
Goodwill | 2,058,150 | 1,342,723 | |
North American Records and Information Management business | North American Secure Shredding | |||
Goodwill | |||
Goodwill | 148,905 | 73,021 | |
North American Data Management Business | |||
Goodwill | |||
Goodwill | 499,644 | 369,907 | |
Corporate and Other | |||
Goodwill | |||
Goodwill | 27,547 | 26,186 | |
Corporate and Other | Adjacent Businesses - Data Centers | |||
Goodwill | |||
Goodwill | 0 | 0 | |
Corporate and Other | Adjacent Businesses - Consumer Storage [Member] | |||
Goodwill | |||
Goodwill | 4,636 | 4,636 | |
Corporate and Other | Adjacent Businesses - Fine Arts [Member] | |||
Goodwill | |||
Goodwill | 22,911 | 21,550 | |
Western European Business | |||
Goodwill | |||
Goodwill | 454,531 | 323,644 | |
Western European Business | United Kingdom, Ireland, Norway [Member] | |||
Goodwill | |||
Goodwill | 260,202 | ||
Western European Business | UKI | |||
Goodwill | |||
Goodwill | 454,531 | ||
Western European Business | Continental Western Europe | |||
Goodwill | |||
Goodwill | 142,285 | 63,442 | |
Other International Business | Latin America | |||
Goodwill | |||
Goodwill | 180,664 | 78,537 | |
Other International Business | Australia and New Zealand | |||
Goodwill | |||
Goodwill | 152,387 | ||
Other International Business | Southeast Asia | |||
Goodwill | |||
Goodwill | 177,512 | ||
Other International Business | Emerging Markets - Europe [Member] | |||
Goodwill | |||
Goodwill | 87,378 | ||
Other International Business | Australia Singapore [Member] | |||
Goodwill | |||
Goodwill | 47,786 | ||
Other International Business | Greater China [Member] | |||
Goodwill | |||
Goodwill | 5,683 | ||
Other International Business | INDIA | |||
Goodwill | |||
Goodwill | $ 6,113 | ||
Other International Business | Africa, India [Member] | |||
Goodwill | |||
Goodwill | $ 20,185 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Schedule of Changes in Carrying Value of Goodwill, by Reportable Operating Segment (Details) - USD ($) $ in Thousands | Oct. 01, 2015 | Sep. 30, 2016 |
Goodwill | ||
Goodwill, Impairment Loss | $ 0 | |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 2,676,992 | |
Non-deductible goodwill acquired during the year | 1,554,715 | |
Goodwill reclassified as assets held for sale | (43,421) | |
Fair value and other adjustments | 503 | |
Currency effects | (11,395) | |
Ending balance | 4,177,394 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 316,014 | |
Currency effects | (430) | |
Accumulated amortization. ending balance | 315,584 | |
Net goodwill, beginning balance | 2,360,978 | |
Net goodwill, ending balance | 3,861,810 | |
Accumulated goodwill impairment, beginning balance | 132,409 | |
Accumulated goodwill impairment, ending balance | 132,409 | |
Fair value and other adjustments related to property, plant and equipment and customer relationships | 685 | |
Cash received related to prior year acquisitions | 182 | |
North American Records and Information Management Business | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 1,620,425 | |
Non-deductible goodwill acquired during the year | 790,250 | |
Goodwill reclassified as assets held for sale | (3,332) | |
Fair value and other adjustments | (157) | |
Currency effects | 4,921 | |
Ending balance | 2,412,107 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 204,681 | |
Currency effects | 371 | |
Accumulated amortization. ending balance | 205,052 | |
Net goodwill, beginning balance | 1,415,744 | |
Net goodwill, ending balance | 2,207,055 | |
Accumulated goodwill impairment, beginning balance | 85,909 | |
Accumulated goodwill impairment, ending balance | 85,909 | |
North American Data Management Business | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 423,606 | |
Non-deductible goodwill acquired during the year | 128,669 | |
Goodwill reclassified as assets held for sale | 0 | |
Fair value and other adjustments | 0 | |
Currency effects | 1,161 | |
Ending balance | 553,436 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 53,699 | |
Currency effects | 93 | |
Accumulated amortization. ending balance | 53,792 | |
Net goodwill, beginning balance | 369,907 | |
Net goodwill, ending balance | 499,644 | |
Accumulated goodwill impairment, beginning balance | 0 | |
Accumulated goodwill impairment, ending balance | 0 | |
Western European Business | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 381,149 | |
Non-deductible goodwill acquired during the year | 161,005 | |
Goodwill reclassified as assets held for sale | 0 | |
Fair value and other adjustments | 0 | |
Currency effects | (30,939) | |
Ending balance | 511,215 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 57,505 | |
Currency effects | (821) | |
Accumulated amortization. ending balance | 56,684 | |
Net goodwill, beginning balance | 323,644 | |
Net goodwill, ending balance | 454,531 | |
Accumulated goodwill impairment, beginning balance | 46,500 | |
Accumulated goodwill impairment, ending balance | 46,500 | |
Other International Business | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 225,626 | |
Non-deductible goodwill acquired during the year | 474,576 | |
Goodwill reclassified as assets held for sale | (40,089) | |
Fair value and other adjustments | (486) | |
Currency effects | 13,462 | |
Ending balance | 673,089 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 129 | |
Currency effects | (73) | |
Accumulated amortization. ending balance | 56 | |
Net goodwill, beginning balance | 225,497 | |
Net goodwill, ending balance | 673,033 | |
Accumulated goodwill impairment, beginning balance | 0 | |
Accumulated goodwill impairment, ending balance | 0 | |
Corporate and Other | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 26,186 | |
Non-deductible goodwill acquired during the year | 215 | |
Goodwill reclassified as assets held for sale | 0 | |
Fair value and other adjustments | 1,146 | |
Currency effects | 0 | |
Ending balance | 27,547 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 0 | |
Currency effects | 0 | |
Accumulated amortization. ending balance | 0 | |
Net goodwill, beginning balance | 26,186 | |
Net goodwill, ending balance | 27,547 | |
Accumulated goodwill impairment, beginning balance | 0 | |
Accumulated goodwill impairment, ending balance | $ 0 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Schedule of Components of Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Amortizable intangible assets | |||||
Gross carrying amount | $ 1,710,964 | $ 1,710,964 | $ 948,285 | ||
Accumulated amortization | (387,490) | (387,490) | (342,185) | ||
Net carrying amount | 1,323,474 | 1,323,474 | 606,100 | ||
Amortization of other deferred charges | 29,899 | $ 13,094 | 68,857 | $ 39,939 | |
Customer Relationships and Acquisition Costs | |||||
Amortizable intangible assets | |||||
Gross carrying amount | 1,684,891 | 1,684,891 | 937,174 | ||
Accumulated amortization | (378,880) | (378,880) | (333,860) | ||
Net carrying amount | 1,306,011 | 1,306,011 | 603,314 | ||
Core Technology | |||||
Amortizable intangible assets | |||||
Gross carrying amount | 1,625 | 1,625 | 3,370 | ||
Accumulated amortization | (1,625) | (1,625) | (3,370) | ||
Net carrying amount | 0 | 0 | 0 | ||
Trademarks and Non-Compete Agreements | |||||
Amortizable intangible assets | |||||
Gross carrying amount | 24,448 | 24,448 | 7,741 | ||
Accumulated amortization | (6,985) | (6,985) | (4,955) | ||
Net carrying amount | $ 17,463 | $ 17,463 | $ 2,786 | ||
Minimum | Initial Costs For Transport Of Boxes [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||
Minimum | Customer Relationships Current Record Management Vendor Or Payments To Customers [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||
Minimum | Other Intangible Assets [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Maximum | Initial Costs For Transport Of Boxes [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 30 years | ||||
Maximum | Customer Relationships Current Record Management Vendor Or Payments To Customers [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||
Maximum | Other Intangible Assets [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee stock-based awards | ||||
Weighted Average Common Shares Outstanding-Basic (in shares) | 263,269,000 | 210,912,000 | 240,394,000 | 210,616,000 |
Stock-based compensation | $ 20,936 | $ 6,159 | $ 21,870 | $ 5,957 |
Stock-based compensation expense (income), net of tax | $ 14,915 | $ 4,502 | $ 16,170 | $ 4,245 |
Stock-based compensation expense per basic and diluted share (in dollars per share) | $ 0.07 | $ 0.02 | $ 0.07 | $ 0.02 |
Excess tax benefit (deficiency) from stock-based compensation | $ 91 | $ 323 | ||
Summary of option activity | ||||
Options outstanding balance, end of period (in shares) | 3,704,010 | 3,704,010 | ||
Share-Based Compensation, aggregate disclosures | ||||
Employee stock-based awards, unrecognized compensation costs on nonvested awards | $ 43,137 | $ 43,137 | ||
Employee stock-based awards, unrecognized compensation costs on nonvested awards, weighted average period of recognition | 2 years 7 days | |||
Continuing Operations | ||||
Employee stock-based awards | ||||
Stock-based compensation | 5,957 | $ 6,159 | $ 21,870 | 20,936 |
Continuing Operations | Cost of sales (excluding depreciation and amortization) | ||||
Employee stock-based awards | ||||
Stock-based compensation | 28 | 65 | 80 | 156 |
Continuing Operations | Selling, general and administrative expenses | ||||
Employee stock-based awards | ||||
Stock-based compensation | $ 5,929 | 6,094 | $ 21,790 | $ 20,780 |
Three year vesting options | ||||
Employee stock-based awards | ||||
Certain options as a percentage of total outstanding options | 76.30% | 76.30% | ||
Summary of option activity | ||||
Options outstanding balance, end of period (in shares) | 2,826,698 | 2,826,698 | ||
Five year vesting options | ||||
Employee stock-based awards | ||||
Certain options as a percentage of total outstanding options | 16.80% | 16.80% | ||
Summary of option activity | ||||
Options outstanding balance, end of period (in shares) | 622,057 | 622,057 | ||
Ten year vesting options | ||||
Employee stock-based awards | ||||
Certain options as a percentage of total outstanding options | 6.90% | 6.90% | ||
Summary of option activity | ||||
Options outstanding balance, end of period (in shares) | 255,255 | 255,255 | ||
Stock Options | ||||
Employee stock-based awards | ||||
Weighted average fair value of options granted (in dollars per share) | $ 2.55 | $ 4.88 | ||
Weighted average assumptions used for grants | ||||
Expected volatility (as a percent) | 27.20% | 28.40% | ||
Risk-free interest rate (as a percent) | 1.32% | 1.70% | ||
Expected dividend yield (as a percent) | 7.00% | 5.00% | ||
Expected life of the option | 5 years 6 months 29 days | 5 years 6 months | ||
Summary of option activity | ||||
Options outstanding balance, beginning of period (in shares) | 3,688,814 | |||
Options granted (in shares) | 1,435,879 | |||
Options exercised (in shares) | (1,373,290) | |||
Options forfeited (in shares) | (35,927) | |||
Options expired (in shares) | (11,466) | |||
Options outstanding balance, end of period (in shares) | 3,704,010 | 3,704,010 | ||
Options exercisable balance (in shares) | 1,553,980 | 1,553,980 | ||
Options expected to vest (in shares) | 2,025,402 | 2,025,402 | ||
Weighted Average Exercise Price | ||||
Weighted average exercise price, options outstanding balance beginning of period (in dollars per share) | $ 27.79 | |||
Weighted average exercise price, options granted (in dollars per share) | 34.02 | |||
Weighted average exercise price, options exercised (in dollars per share) | 24.12 | |||
Weighted average exercise price, options forfeited (in dollars per share) | 32.43 | |||
Weighted average exercise price, options expired (in dollars per share) | 30.50 | |||
Weighted average exercise price, options outstanding balance end of period (in dollars per share) | $ 31.51 | 31.51 | ||
Weighted average exercise price, options exercisable (in dollars per share) | 26.08 | 26.08 | ||
Weighted average exercise price, options expected to vest (in dollars per share) | $ 35.44 | $ 35.44 | ||
Weighted average remaining contractual term | ||||
Weighted average remaining contractual term, options outstanding | 7 years 29 days | |||
Weighted average remaining contractual term, options exercisable | 4 years 6 months 15 days | |||
Weighted average remaining contractual term, options expected to vest | 8 years 10 months 28 days | |||
Aggregate intrinsic value | ||||
Aggregate intrinsic value, options outstanding | $ 26,628 | $ 26,628 | ||
Aggregate intrinsic value, options exercisable | 19,208 | 19,208 | ||
Aggregate intrinsic value, options expected to vest | 7,020 | 7,020 | ||
Aggregate intrinsic value of stock options exercised | ||||
Aggregate intrinsic value of stock options exercised | $ 5,433 | 1,985 | $ 16,792 | $ 7,868 |
Employee Stock Purchase Plan | ||||
Employee Stock Purchase Plan | ||||
Percentage of market price for the purchase of shares | 95.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 56,662 | 59,569 | ||
Employee stock purchase plan, shares available for grant | 781,767 | 781,767 | ||
Performance units | ||||
Dividends accrued | ||||
Accrued cash dividends | $ 264 | 222 | $ 789 | $ 647 |
Cash dividends paid | $ 0 | 0 | $ 645 | 1,015 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||||
Non-vested at the beginning of the period (in shares) | 433,805 | |||
Granted (in shares) | 230,052 | |||
Vested (in shares) | (148,855) | |||
Forfeited (in shares) | (41,769) | |||
Non-vested at the end of the period (in shares) | 473,233 | 473,233 | ||
Weighted average grant date fair value | ||||
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share) | $ 34.11 | |||
Weighted average grant date fair value, granted (in dollars per share) | 35.84 | |||
Weighted average grant date fair value, vested (in dollars per share) | 35.42 | |||
Weighted average grant date fair value, forfeited (in dollars per share) | 42.87 | |||
Weighted average grant date fair value, non-vested, end of period (in dollars per share) | $ 33.77 | $ 33.77 | ||
Total fair value of shares or units vested | $ 17 | 0 | $ 5,272 | 2,107 |
Performance units disclosure | ||||
Period of anniversary from the date of grant | 3 years | |||
Qualifying age for grant of performance units | 55 years | |||
Qualifying service period | 10 years | |||
Performance units | PUs granted in 2014 | ||||
Performance units disclosure | ||||
Percentage of achievement of the predefined revenue and ROIC targets | 0.00% | 0.00% | ||
Performance units | PUs granted in 2015 | ||||
Performance units disclosure | ||||
Percentage of achievement of the predefined revenue and ROIC targets | 50.00% | 50.00% | ||
Performance units | Two Thousand Sixteen [Member] [Member] | ||||
Performance units disclosure | ||||
Percentage of achievement of the predefined revenue and ROIC targets | 100.00% | 100.00% | ||
Performance units | Revenue or revenue growth and return on invested capital | PUs granted in 2014 | ||||
Performance units disclosure | ||||
Performance period | 3 years | |||
Performance units | Market condition associated with shareholder return of common stock | ||||
Performance units disclosure | ||||
Performance period | 3 years | |||
Performance units | Minimum | Revenue or revenue growth and return on invested capital | PUs granted in 2014 | ||||
Performance units disclosure | ||||
Percentage payout rate | 0.00% | 0.00% | ||
Performance units | Minimum | Market condition associated with shareholder return of common stock | ||||
Performance units disclosure | ||||
Percentage payout rate | 0.00% | 0.00% | ||
Performance units | Maximum | Revenue or revenue growth and return on invested capital | PUs granted in 2014 | ||||
Performance units disclosure | ||||
Percentage payout rate | 200.00% | 200.00% | ||
Performance units | Maximum | Market condition associated with shareholder return of common stock | ||||
Performance units disclosure | ||||
Percentage payout rate | 200.00% | 200.00% | ||
Original PU Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||||
Non-vested at the beginning of the period (in shares) | 520,764 | |||
Granted (in shares) | 230,052 | |||
Vested (in shares) | (148,855) | |||
Forfeited (in shares) | (7,690) | |||
Non-vested at the end of the period (in shares) | 594,271 | 594,271 | ||
PUs Adjustment | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||||
Non-vested at the beginning of the period (in shares) | (86,959) | |||
Granted (in shares) | 0 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | (34,079) | |||
Non-vested at the end of the period (in shares) | (121,038) | (121,038) | ||
Restricted Stock Units | ||||
Employee stock-based awards | ||||
Accrued cash dividends | $ 620 | 616 | $ 1,867 | 1,917 |
Dividends accrued | ||||
Cash dividends paid | $ 129 | 270 | $ 1,960 | 2,570 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||||
Non-vested at the beginning of the period (in shares) | 1,217,597 | |||
Granted (in shares) | 671,385 | |||
Vested (in shares) | (575,875) | |||
Forfeited (in shares) | (59,627) | |||
Non-vested at the end of the period (in shares) | 1,253,480 | 1,253,480 | ||
Weighted average grant date fair value | ||||
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share) | $ 33.68 | |||
Weighted average grant date fair value, granted (in dollars per share) | 32.36 | |||
Weighted average grant date fair value, vested (in dollars per share) | 33.47 | |||
Weighted average grant date fair value, forfeited (in dollars per share) | 33.74 | |||
Weighted average grant date fair value, non-vested, end of period (in dollars per share) | $ 33.07 | $ 33.07 | ||
Total fair value of shares or units vested | $ 1,486 | $ 2,377 | $ 19,271 | $ 21,561 |
Restricted Stock Units | Minimum | ||||
Employee stock-based awards | ||||
Award vesting period | 3 years | |||
Restricted Stock Units | Maximum | ||||
Employee stock-based awards | ||||
Award vesting period | 5 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Income Per Share, Allowance for Doubful Accounts, Income Taxes, and Concentration of Credit Risk (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016USD ($)bank$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($)bank$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)bank | Dec. 31, 2014USD ($) | |
Income (Loss) Per Share-Basic and Diluted | ||||||
Income (loss) from continuing operations | $ 5,759 | $ 23,517 | $ 54,080 | $ 119,263 | ||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 720 | 407 | 1,822 | 1,727 | ||
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation) | 5,039 | 23,110 | 52,258 | 117,536 | ||
Income (loss) from discontinued operations, net of tax | 2,041 | 0 | 3,628 | 0 | ||
Net income (loss) attributable to Iron Mountain Incorporated | $ 7,080 | $ 23,110 | $ 55,886 | $ 117,536 | ||
Weighted-average shares—basic | shares | 263,269,000 | 210,912,000 | 240,394,000 | 210,616,000 | ||
Effect of dilutive potential stock options (in shares) | shares | 640,202 | 621,615 | 628,263 | 934,553 | ||
Effect of dilutive potential restricted stock, RSUs and PUs (in shares) | shares | 592,773 | 382,995 | 497,658 | 530,252 | ||
Weighted-average shares—diluted | shares | 264,501,975 | 211,916,610 | 241,519,921 | 212,080,805 | ||
Earnings (Losses) per share-basic: | ||||||
Income (Loss) from continuing operations (in dollars per share) | $ / shares | $ 0.02 | $ 0.11 | $ 0.22 | $ 0.57 | ||
Total (loss) income discontinued operations (in dollars per share) | $ / shares | 0.01 | 0 | 0.02 | 0 | ||
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | $ / shares | 0.03 | 0.11 | 0.23 | 0.56 | ||
Earnings (Losses) per share-diluted: | ||||||
Income (Loss) from continuing operations (in dollars per share) | $ / shares | 0.02 | 0.11 | 0.22 | 0.56 | ||
Total (loss) income from discontinued operations (in dollars per share) | $ / shares | 0.01 | 0 | 0.02 | 0 | ||
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | $ / shares | $ 0.03 | $ 0.11 | $ 0.23 | $ 0.55 | ||
Antidilutive stock options, RSUs and PUs, excluded from the calculation (in shares) | shares | 759,478 | 2,262,827 | 1,725,249 | 1,318,811 | ||
Income Taxes: | ||||||
Effective tax rates (as a percent) | 81.20% | 14.30% | 46.20% | 18.60% | ||
Income (Loss) From Continuing Operations Before Income Taxes, Minority Interest, and (Gain) Loss on Disposition of Real Estate | $ 28,852 | $ 26,441 | $ 99,912 | $ 145,539 | ||
Benefit for Income Taxes | 9,000 | |||||
Federal statutory tax rate (as a percent) | 35.00% | 35.00% | ||||
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount | 4,100 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Anticipated loss on disposal of assets held for sale | $ 14,000 | $ 0 | ||||
Concentrations of Credit Risk | ||||||
Number of global banks with cash, cash equivalent and restricted cash held on deposit | bank | 6 | 6 | 4 | |||
Cash and cash equivalents | $ 458,128 | $ 492,899 | $ 458,128 | $ 492,899 | $ 128,381 | $ 125,933 |
Money market funds and time deposits | 18,687 | 18,687 | $ 18,645 | |||
Disposed of by Sale, Not Discontinued Operations | Australia Divestment Business | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Anticipated loss on disposal of assets held for sale | $ 14,000 | $ 14,000 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - Fair value measured on recurring basis - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Quoted prices in active markets (Level 1) | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | $ 0 | $ 0 |
Trading securities | 10,225 | 9,514 |
Available-for-sale Securities | 624 | |
Significant other observable inputs (Level 2) | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | 18,687 | 18,645 |
Trading securities | 483 | 857 |
Available-for-sale Securities | 0 | |
Significant unobservable inputs (Level 3) | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | 0 | 0 |
Trading securities | 0 | 0 |
Available-for-sale Securities | 0 | |
Estimate of Fair Value Measurement [Member] | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | 18,687 | 18,645 |
Trading securities | $ 10,708 | 10,371 |
Available-for-sale Securities | $ 624 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income and Other Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated other comprehensive items, net | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | $ (149,289) | $ (129,750) | $ (174,917) | $ (75,031) | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | 10,843 | (33,803) | 37,205 | (88,545) | |
Market value adjustments for securities | (134) | (734) | (111) | ||
Total Other comprehensive (loss) income | 10,843 | (33,937) | 36,471 | (88,656) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | (138,446) | $ (149,289) | (163,687) | (138,446) | (163,687) |
Other Expense (Income), Net: | |||||
Total loss on foreign currency transactions | 10,685 | 32,539 | 15,336 | 56,461 | |
Debt extinguishment expense | 0 | 9,283 | 2,156 | 9,283 | 2,156 |
Other, net | 12,617 | 551 | 12,387 | 982 | |
Other (Income) Expense, Net | 23,302 | 35,246 | 37,006 | 59,599 | |
Anticipated loss on disposal of assets held for sale | 14,000 | 0 | |||
Australia Divestment Business | Disposed of by Sale, Not Discontinued Operations | |||||
Other Expense (Income), Net: | |||||
Anticipated loss on disposal of assets held for sale | 14,000 | 14,000 | |||
Foreign currency translation adjustments | |||||
Accumulated other comprehensive items, net | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | (149,289) | (130,752) | (175,651) | (76,010) | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | 10,843 | (33,803) | 37,205 | (88,545) | |
Market value adjustments for securities | 0 | 0 | 0 | ||
Total Other comprehensive (loss) income | 10,843 | (33,803) | 37,205 | (88,545) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | (138,446) | (149,289) | (164,555) | (138,446) | (164,555) |
Market value adjustments for securities | |||||
Accumulated other comprehensive items, net | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | 0 | 1,002 | 734 | 979 | |
Other comprehensive loss: | |||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | |
Market value adjustments for securities | (134) | (734) | (111) | ||
Total Other comprehensive (loss) income | 0 | (134) | (734) | (111) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | $ 0 | $ 0 | $ 868 | $ 0 | $ 868 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Property, Plant and Equipment and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Capitalization of internal use computer software | $ 3,601 | $ 6,844 | $ 12,139 | $ 19,279 |
Loss (gain) on disposal/write-down of property, plant and equipment (excluding real estate) | 54 | (141) | 1,131 | 707 |
Gain on Sale of Real Estate, Net of Tax | 325 | 850 | 325 | 850 |
Income tax expense on gain of real estate | $ 34 | $ 209 | $ 34 | $ 209 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Cash dividends on RSUs (Details) - Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee stock-based awards | ||||
Accrued cash dividends | $ 620 | $ 616 | $ 1,867 | $ 1,917 |
Cash dividends paid | $ 129 | $ 270 | $ 1,960 | $ 2,570 |
Derivative Instruments and He47
Derivative Instruments and Hedging Activities (Details) € in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2015EUR (€) | |
6 3/4% Notes | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | ||||||
Derivative instruments | ||||||
Notional amount of derivatives | € | € 29,858 | € 35,151 | ||||
Derivatives used in Net Investment Hedge, Net of Tax | $ 16,195 | $ 16,195 | ||||
Foreign exchange contracts | ||||||
Derivative instruments | ||||||
Net cash payments from foreign currency forward contracts | $ 0 | $ (7,024) | $ 0 | $ 22,164 |
Derivative Instruments and He48
Derivative Instruments and Hedging Activities - Amount of (Gain) Loss in Income on Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivatives Not Designated as Hedging Instruments | Foreign exchange contracts | Other (income) expense, net | ||||
Gains and losses on derivative instruments | ||||
Amount of (Gain) Loss Recognized in Income on Derivatives | $ 0 | $ (301) | $ 0 | $ 20,113 |
Derivative Instruments and He49
Derivative Instruments and Hedging Activities - Schedule of Foreign Exchange Gains Related to Fair of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Foreign exchange (losses) gains | $ (313) | $ (85) | $ (901) | $ 3,381 |
Less: Tax (benefit) expense on foreign exchange (losses) gains | 0 | 0 | 0 | 0 |
Foreign exchange (losses) gains, net of tax | $ (313) | $ (85) | $ (901) | $ 3,381 |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, € in Thousands, $ in Thousands | May 04, 2016USD ($) | May 02, 2016USD ($)shares | Mar. 31, 2016USD ($) | Sep. 30, 2016USD ($)city | Sep. 30, 2015USD ($) | Dec. 31, 2016USD ($)region | Dec. 31, 2016EUR (€)region | Sep. 30, 2016USD ($)cityshares | Sep. 30, 2015USD ($) | Apr. 29, 2016$ / shares |
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 353,651 | |||||||||
Consideration transferred | 2,192,183 | |||||||||
Disposal Group, Including Discontinued Operation, Revenue | $ 6,562 | 10,571 | ||||||||
Net proceeds from divestments (see Note 10) | $ 53,950 | $ 0 | ||||||||
Initial United States Divestments | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of cities subjected to the Scheme of Arrangement divestment | city | 13 | 13 | ||||||||
Discontinued Operations, Disposed of by Sale | Initial United States Divestments | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Disposal Group, Including Discontinued Operation, Revenue | $ 0 | $ 0 | ||||||||
Disposal, consideration | $ 80,000 | |||||||||
Net proceeds from divestments (see Note 10) | 55,000 | |||||||||
Disposal Group, Including Discontinued Operation, Contingent Receivable | 25,000 | |||||||||
Contingent receivable, net of adjustments | 21,400 | |||||||||
Contingent receivable, fair value adjustment | 2,200 | |||||||||
Contingent receivable, present value adjustment | $ 1,400 | |||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Australia Divestment Business And Iron Mountain Canadian Divestments [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Disposal Group, Including Discontinued Operation, Revenue | 15,803 | $ 23,317 | 42,954 | 50,759 | ||||||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | $ 1,986 | $ 3,595 | 2,741 | $ 5,146 | ||||||
Docufile Holdings Proprietary Limited [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration transferred | $ 15,000 | |||||||||
Archyvu Sistemos [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration transferred | $ 5,100 | |||||||||
Other Fiscal 2016 Year Acquisitions (excluding Recall) | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | 21,817 | |||||||||
Consideration transferred | 25,323 | |||||||||
Recall | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 331,800 | 331,834 | ||||||||
Price per outstanding share | $ / shares | $ 36.53 | |||||||||
Consideration transferred | $ 2,166,900 | $ 2,166,860 | ||||||||
Recall | Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition, shares of common stock issued | shares | 50,233,412 | 50,233,412 | ||||||||
Scenario, Forecast | Santa Fe | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration transferred | $ 30,300 | € 27,000 | ||||||||
Scenario, Forecast | Santa Fe | Subsequent Event | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Number Of Regions | region | 10 | 10 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | May 02, 2016 | Sep. 30, 2016 |
Business Acquisition [Line Items] | ||
Cash Paid (gross of cash acquired) | $ 353,651 | |
Fair Value of Common Stock Issued | 1,835,026 | |
Fair Value of Noncontrolling Interests | 3,506 | |
Total Consideration | 2,192,183 | |
Fair Value of Identifiable Assets Acquired: | ||
Cash | 77,098 | |
Accounts Receivable and Prepaid Expenses | 207,192 | |
Fair Value of Divestments | 122,978 | |
Other Assets | 48,115 | |
Property, Plant and Equipment | 685,918 | |
Customer Relationship Intangible Assets | 740,128 | |
Debt Assumed | (789,264) | |
Accounts Payable, Accrued Expenses and Other Liabilities | (267,387) | |
Deferred Income Taxes | (187,310) | |
Total Fair Value of Identifiable Net Assets Acquired | 637,468 | |
Non-deductible goodwill acquired during the year | 1,554,715 | |
Recall | ||
Business Acquisition [Line Items] | ||
Cash Paid (gross of cash acquired) | $ 331,800 | 331,834 |
Fair Value of Common Stock Issued | 1,835,026 | |
Fair Value of Noncontrolling Interests | 0 | |
Total Consideration | $ 2,166,900 | 2,166,860 |
Fair Value of Identifiable Assets Acquired: | ||
Cash | 76,531 | |
Accounts Receivable and Prepaid Expenses | 204,610 | |
Fair Value of Divestments | 122,978 | |
Other Assets | 47,574 | |
Property, Plant and Equipment | 677,509 | |
Customer Relationship Intangible Assets | 729,514 | |
Debt Assumed | (789,264) | |
Accounts Payable, Accrued Expenses and Other Liabilities | (258,937) | |
Deferred Income Taxes | (184,590) | |
Total Fair Value of Identifiable Net Assets Acquired | 625,925 | |
Non-deductible goodwill acquired during the year | 1,540,935 | |
Other Fiscal 2016 Year Acquisitions (excluding Recall) | ||
Business Acquisition [Line Items] | ||
Cash Paid (gross of cash acquired) | 21,817 | |
Fair Value of Common Stock Issued | 0 | |
Fair Value of Noncontrolling Interests | 3,506 | |
Total Consideration | 25,323 | |
Fair Value of Identifiable Assets Acquired: | ||
Cash | 567 | |
Accounts Receivable and Prepaid Expenses | 2,582 | |
Fair Value of Divestments | 0 | |
Other Assets | 541 | |
Property, Plant and Equipment | 8,409 | |
Customer Relationship Intangible Assets | 10,614 | |
Debt Assumed | 0 | |
Accounts Payable, Accrued Expenses and Other Liabilities | (8,450) | |
Deferred Income Taxes | (2,720) | |
Total Fair Value of Identifiable Net Assets Acquired | 11,543 | |
Non-deductible goodwill acquired during the year | 13,780 | |
Cash Acquired from Acquisition | 77,098 | |
Cash Received Related to Acquisitions in Previous Years | $ 182 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years |
Acquisitions - Pro Forma Financ
Acquisitions - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | $ 942,822 | $ 927,622 | $ 2,828,033 | $ 2,811,211 |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax | $ 8,935 | $ 14,530 | $ 89,036 | $ (15,654) |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Basic | $ 0.03 | $ 0.05 | $ 0.33 | $ (0.07) |
Business Acquisition, Pro Forma Income (Loss) from Continuing Operations, Net of Tax, Per Share, Diluted | $ 0.03 | $ 0.05 | $ 0.33 | $ (0.07) |
Income (Loss) from Continuing Operations | $ 5,759 | $ 23,517 | $ 54,080 | $ 119,263 |
Per Share Income (Loss) from Continuing Operations - Basic (in dollars per share) | $ 0.03 | $ 0.11 | $ 0.23 | $ 0.56 |
Per Share Income (Loss) from Continuing Operations - Diluted (in dollars per share) | $ 0.03 | $ 0.11 | $ 0.23 | $ 0.55 |
Recall | ||||
Business Acquisition [Line Items] | ||||
Business Combination Separately Recognized Transactions Expenses And Losses Recognized, Incurred to Date | $ 137,652 |
Debt Schedule of Long Term Debt
Debt Schedule of Long Term Debt (Details) CAD in Thousands, AUD in Thousands, $ in Thousands | Sep. 30, 2016USD ($) | Sep. 30, 2016AUD | Sep. 28, 2016AUD | Sep. 15, 2016CAD | May 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 6,528,885 | $ 4,903,977 | ||||
Current portion of long-term debt | (121,203) | (88,068) | ||||
Long-term Debt, Net of Current Portion | 6,338,024 | 4,757,610 | ||||
Unamortized Debt Issuance Expense | (69,658) | (58,299) | ||||
Long-term Debt | 6,459,227 | 4,845,678 | ||||
Long-term Debt, Current Maturities | (121,203) | (88,068) | ||||
Long Term Debt, Gross, Net of Current Portion | 6,407,682 | 4,815,909 | ||||
Long-term Debt, Excluding Current Maturities | $ 6,338,024 | 4,757,610 | ||||
Ownership in U.S. subsidiaries that are considered guarantor (as a percent) | 100.00% | 100.00% | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 1,240,761 | 784,438 | ||||
Fair Value | 1,240,761 | 784,438 | ||||
Unamortized Debt Issuance Expense | (8,166) | (9,410) | ||||
Long-term Debt | 1,232,595 | 775,028 | ||||
Australian Dollar Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Unamortized Discount | 1,909 | |||||
Long-term Debt, Gross | 188,967 | AUD 250,000 | AUD 250,000 | |||
Fair Value | 190,876 | |||||
Unamortized Debt Issuance Expense | (3,713) | |||||
Long-term Debt | 185,254 | |||||
6% Senior Notes due 2020 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 1,000,000 | 1,000,000 | ||||
Fair Value | 1,055,000 | 1,052,500 | ||||
Unamortized Debt Issuance Expense | (13,578) | (16,124) | ||||
Long-term Debt | 986,422 | 983,876 | ||||
Senior Subsidiary Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 152,179 | 144,190 | ||||
Fair Value | $ 158,837 | $ 147,074 | ||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | |||
Unamortized Debt Issuance Expense | $ (1,762) | $ (1,924) | ||||
Long-term Debt | 150,417 | 142,266 | ||||
Senior Notes 4.375 Percent due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 500,000 | $ 500,000 | ||||
Fair Value | 515,000 | |||||
Unamortized Debt Issuance Expense | (8,051) | |||||
Long-term Debt | 491,949 | |||||
GBP Senior Notes 6.125 Percent, Due 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 518,808 | 592,140 | ||||
Fair Value | $ 544,748 | $ 606,944 | ||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | |||
Unamortized Debt Issuance Expense | $ (6,816) | $ (8,757) | ||||
Long-term Debt | 511,992 | 583,383 | ||||
6% Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 600,000 | 600,000 | ||||
Fair Value | $ 642,000 | $ 618,000 | ||||
Stated interest rate (as a percent) | 6.00% | 6.00% | 6.00% | |||
Unamortized Debt Issuance Expense | $ (7,597) | $ (8,420) | ||||
Long-term Debt | 592,403 | 591,580 | ||||
CAD 5.375 Percent Senior Notes due 2023 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 190,223 | CAD 250,000 | ||||
Fair Value | 191,412 | |||||
Unamortized Debt Issuance Expense | (3,370) | |||||
Long-term Debt | 186,853 | |||||
The 5 3/4% Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 1,000,000 | 1,000,000 | ||||
Fair Value | $ 1,032,500 | $ 961,200 | ||||
Stated interest rate (as a percent) | 5.75% | 5.75% | 5.75% | |||
Unamortized Debt Issuance Expense | $ (10,872) | $ (11,902) | ||||
Long-term Debt | 989,128 | 988,098 | ||||
Senior Notes 5.375 Percent due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 250,000 | $ 250,000 | ||||
Fair Value | 249,375 | |||||
Unamortized Debt Issuance Expense | (4,159) | |||||
Long-term Debt | $ 245,841 | |||||
Ownership in U.S. subsidiaries that are considered guarantor (as a percent) | 100.00% | 100.00% | ||||
Accounts Receivable Securitization Program | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 208,800 | 205,900 | ||||
Fair Value | 208,800 | 205,900 | ||||
Unamortized Debt Issuance Expense | (461) | (692) | ||||
Long-term Debt | 208,339 | 205,208 | ||||
Real Estate Mortgages, Capital Leases and Other | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 444,772 | 333,559 | ||||
Fair Value | 444,772 | 333,559 | ||||
Unamortized Debt Issuance Expense | (1,113) | (1,070) | ||||
Long-term Debt | 443,659 | 332,489 | ||||
New Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Carrying amount on long-term debt | 1,240,761 | |||||
New Credit Agreement | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 234,375 | 243,750 | ||||
Carrying amount on long-term debt | 234,375 | |||||
Fair Value | 234,375 | 243,750 | ||||
Unamortized Debt Issuance Expense | 0 | 0 | ||||
Long-term Debt | $ 234,375 | $ 243,750 |
Debt (Details)
Debt (Details) € in Thousands, CAD in Thousands, AUD in Thousands | Sep. 28, 2016AUD | Jul. 02, 2015USD ($)bank | Mar. 06, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016AUD | Sep. 30, 2016CAD | Jun. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016AUD | Sep. 30, 2016CAD | Sep. 30, 2016EUR (€) | Sep. 15, 2016CAD | Jun. 24, 2016USD ($) | May 31, 2016USD ($) | Apr. 19, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt | ||||||||||||||||||
Capital stock of subsidiaries pledged to secure debt (as a percent) | 66.00% | 66.00% | 66.00% | 66.00% | 66.00% | |||||||||||||
Ownership in U.S. subsidiaries that are considered guarantor (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||||||
Number of banks supporting New Credit Agreement | bank | 25 | |||||||||||||||||
Current portion of long-term debt | $ 121,203,000 | $ 121,203,000 | $ 88,068,000 | |||||||||||||||
Debt extinguishment expense | 0 | $ 9,283,000 | $ 2,156,000 | $ 9,283,000 | $ 2,156,000 | |||||||||||||
Debt covenants | ||||||||||||||||||
Dividends Limit, Percent | 95.00% | |||||||||||||||||
Dividends Limit, Leverage Ratio Trigger | 6 | |||||||||||||||||
Long-term Debt, Gross | 6,528,885,000 | $ 6,528,885,000 | $ 4,903,977,000 | |||||||||||||||
Net proceeds from sales of senior notes | $ 738,750,000 | 925,443,000 | 985,000,000 | |||||||||||||||
Cash pool agreement, net cash position | 18,900,000 | 18,900,000 | ||||||||||||||||
Cash pool agreement, gross cash position | 50,700,000 | 50,700,000 | ||||||||||||||||
Cash pool agreement, outstanding borrowings | $ 31,800,000 | $ 31,800,000 | ||||||||||||||||
New Credit Agreement | ||||||||||||||||||
Debt | ||||||||||||||||||
Maximum borrowing capacity | $ 2,000,000,000 | |||||||||||||||||
Average interest rate (as a percent) | 2.90% | 2.90% | 2.90% | 2.90% | 2.90% | |||||||||||||
New Credit Agreement | Minimum | ||||||||||||||||||
Debt | ||||||||||||||||||
Commitment fee percentage | 0.25% | |||||||||||||||||
New Credit Agreement | Maximum | ||||||||||||||||||
Debt | ||||||||||||||||||
Commitment fee percentage | 0.40% | |||||||||||||||||
Accounts Receivable Securitization Program | Secured Debt | ||||||||||||||||||
Debt | ||||||||||||||||||
Maximum borrowing capacity | $ 250,000,000 | |||||||||||||||||
Effective interest rate (as a percent) | 1.40% | 1.40% | 1.40% | 1.40% | 1.40% | |||||||||||||
Commitment fee (as a percent) | 0.40% | |||||||||||||||||
Accounts Receivable from Securitization | $ 208,800,000 | $ 208,800,000 | ||||||||||||||||
Credit Agreement | ||||||||||||||||||
Debt | ||||||||||||||||||
Capital stock of subsidiaries pledged to secure debt (as a percent) | 66.00% | 66.00% | 66.00% | 66.00% | 66.00% | |||||||||||||
Debt covenants | ||||||||||||||||||
Net total lease adjusted leverage ratio | 5.7 | 5.7 | 5.7 | 5.7 | 5.7 | 5.6 | ||||||||||||
Net secured debt lease adjusted leverage ratio | 2.6 | 2.6 | 2.6 | 2.6 | 2.6 | 2.6 | ||||||||||||
Bond leverage ratio, per indentures | 5.4 | 5.4 | 5.4 | 5.4 | 5.4 | 5.5 | ||||||||||||
Fixed charge coverage ratio | 2.5 | 2.5 | 2.5 | 2.5 | 2.5 | 2.4 | ||||||||||||
Credit Agreement | Minimum | ||||||||||||||||||
Debt covenants | ||||||||||||||||||
Fixed charge coverage ratio | 1.5 | 1.5 | 1.5 | 1.5 | 1.5 | |||||||||||||
Credit Agreement | Maximum | ||||||||||||||||||
Debt covenants | ||||||||||||||||||
Net total lease adjusted leverage ratio | 6.5 | 6.5 | 6.5 | 6.5 | 6.5 | |||||||||||||
Net secured debt lease adjusted leverage ratio | 4 | 4 | 4 | 4 | 4 | |||||||||||||
Bond leverage ratio, per indentures | 6.5 | 6.5 | 6.5 | 6.5 | 6.5 | |||||||||||||
Revolving Credit Facility | ||||||||||||||||||
Debt | ||||||||||||||||||
Letters of credit outstanding | $ 55,392,000 | $ 55,392,000 | ||||||||||||||||
Period of earnings before interest, taxes, depreciation, amortization and rent expense (EBITDAR) for calculation of remaining borrowing capacity | 12 months | |||||||||||||||||
Remaining amount available for borrowing under credit facility | 453,847,000 | $ 453,847,000 | ||||||||||||||||
Fair Value | 1,240,761,000 | 1,240,761,000 | $ 784,438,000 | |||||||||||||||
Commitment fees and letters of credit fees | 428,000 | $ 883,000 | 1,457,000 | $ 2,741,000 | ||||||||||||||
Debt covenants | ||||||||||||||||||
Long-term Debt, Gross | 1,240,761,000 | 1,240,761,000 | 784,438,000 | |||||||||||||||
Revolving Credit Facility | New Credit Agreement | ||||||||||||||||||
Debt | ||||||||||||||||||
Maximum borrowing capacity | $ 1,500,000,000 | 1,750,000,000 | ||||||||||||||||
Optional additional commitments | 250,000,000 | |||||||||||||||||
Carrying amount on long-term debt | $ 1,240,761,000 | $ 1,240,761,000 | ||||||||||||||||
Average interest rate (as a percent) | 2.90% | 2.90% | 2.90% | 2.90% | 2.90% | |||||||||||||
Revolving Credit Facility | New Credit Agreement | Minimum | ||||||||||||||||||
Debt | ||||||||||||||||||
Effective interest rate (as a percent) | 2.30% | 2.30% | 2.30% | 2.30% | 2.30% | |||||||||||||
Revolving Credit Facility | New Credit Agreement | Maximum | ||||||||||||||||||
Debt | ||||||||||||||||||
Effective interest rate (as a percent) | 4.80% | 4.80% | 4.80% | 4.80% | 4.80% | |||||||||||||
Term Loan Facility | New Credit Agreement | ||||||||||||||||||
Debt | ||||||||||||||||||
Maximum borrowing capacity | $ 250,000,000 | |||||||||||||||||
Amount of quarterly installments based on the original principal (as a percentage) | $ 3,125,000 | |||||||||||||||||
Carrying amount on long-term debt | $ 234,375,000 | $ 234,375,000 | ||||||||||||||||
Average interest rate (as a percent) | 2.80% | 2.80% | 2.80% | 2.80% | 2.80% | |||||||||||||
Fair Value | $ 234,375,000 | $ 234,375,000 | 243,750,000 | |||||||||||||||
Debt covenants | ||||||||||||||||||
Long-term Debt, Gross | 234,375,000 | 234,375,000 | $ 243,750,000 | |||||||||||||||
Term Loan Facility | New Credit Agreement | USD | ||||||||||||||||||
Debt | ||||||||||||||||||
Carrying amount on long-term debt | 718,800,000 | 718,800,000 | ||||||||||||||||
Term Loan Facility | New Credit Agreement | CAD | ||||||||||||||||||
Debt | ||||||||||||||||||
Carrying amount on long-term debt | CAD | CAD 6,000 | |||||||||||||||||
Term Loan Facility | New Credit Agreement | AUD | ||||||||||||||||||
Debt | ||||||||||||||||||
Carrying amount on long-term debt | AUD | AUD 303,000 | |||||||||||||||||
Term Loan Facility | New Credit Agreement | EUR | ||||||||||||||||||
Debt | ||||||||||||||||||
Carrying amount on long-term debt | € | € 255,150 | |||||||||||||||||
Bridge Loan | Unsecured Bridge Term Loan [Member] | ||||||||||||||||||
Debt | ||||||||||||||||||
Principal amount of notes | $ 850,000,000 | |||||||||||||||||
Senior Notes 4.375 Percent due 2021 | ||||||||||||||||||
Debt | ||||||||||||||||||
Fair Value | 515,000,000 | 515,000,000 | ||||||||||||||||
Debt covenants | ||||||||||||||||||
Long-term Debt, Gross | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |||||||||||||||
Senior Notes 5.375 Percent due 2026 | ||||||||||||||||||
Debt | ||||||||||||||||||
Ownership in U.S. subsidiaries that are considered guarantor (as a percent) | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||||||||
Fair Value | $ 249,375,000 | $ 249,375,000 | ||||||||||||||||
Debt covenants | ||||||||||||||||||
Long-term Debt, Gross | 250,000,000 | 250,000,000 | $ 250,000,000 | |||||||||||||||
CAD 5.375 Percent Senior Notes due 2023 [Member] | ||||||||||||||||||
Debt | ||||||||||||||||||
Fair Value | 191,412,000 | 191,412,000 | ||||||||||||||||
Debt covenants | ||||||||||||||||||
Long-term Debt, Gross | 190,223,000 | $ 190,223,000 | CAD 250,000 | |||||||||||||||
Net proceeds from sales of senior notes | $ 186,693,000 | CAD 246,250 | ||||||||||||||||
Australian Dollar Term Loan [Member] | ||||||||||||||||||
Debt | ||||||||||||||||||
Amount of quarterly installments based on the original principal (as a percentage) | AUD | AUD 6,250 | |||||||||||||||||
Effective interest rate (as a percent) | 6.10% | 6.10% | 6.10% | 6.10% | 6.10% | |||||||||||||
Fair Value | $ 190,876,000 | $ 190,876,000 | ||||||||||||||||
Debt covenants | ||||||||||||||||||
Long-term Debt, Gross | AUD 250,000 | 188,967,000 | $ 188,967,000 | AUD 250,000 | ||||||||||||||
Par percentage | 99.00% | |||||||||||||||||
Net proceeds from sales of senior notes | $ 185,800,000 | AUD 243,750 | ||||||||||||||||
Australian Dollar Term Loan [Member] | BBSY | ||||||||||||||||||
Debt covenants | ||||||||||||||||||
Basis spread on variable rate | 4.30% |
Debt Covenant Ratios (Details)
Debt Covenant Ratios (Details) - Credit Agreement | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Net total lease adjusted leverage ratio | 5.7 | 5.6 |
Net secured debt lease adjusted leverage ratio | 2.6 | 2.6 |
Bond leverage ratio, per indentures | 5.4 | 5.5 |
Fixed charge coverage ratio | 2.5 | 2.4 |
Maximum | ||
Debt Instrument [Line Items] | ||
Net total lease adjusted leverage ratio | 6.5 | |
Net secured debt lease adjusted leverage ratio | 4 | |
Bond leverage ratio, per indentures | 6.5 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Fixed charge coverage ratio | 1.5 |
Debt Commitment Fees (Details)
Debt Commitment Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Commitment fees and letters of credit fees | $ 428 | $ 883 | $ 1,457 | $ 2,741 |
Selected Consolidated Financi57
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Consolidating financial statements | ||||
Percentage of subsidiaries owned | 100.00% | |||
Current Assets: | ||||
Cash and Cash Equivalents | $ 458,128 | $ 128,381 | $ 492,899 | $ 125,933 |
Accounts Receivable | 700,238 | 564,401 | ||
Intercompany Receivable | 0 | 0 | ||
Other Current Assets | 181,063 | 165,130 | ||
Assets Held for Sale | 127,912 | |||
Total Current Assets | 1,467,341 | 857,912 | ||
Property, Plant and Equipment, Net | 3,166,528 | 2,497,158 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | 0 | ||
Investment in Subsidiaries | 0 | 0 | ||
Goodwill | 3,861,810 | 2,360,978 | ||
Other | 1,409,237 | 634,539 | ||
Total Other Assets, Net | 5,271,047 | 2,995,517 | ||
Total Assets | 9,904,916 | 6,350,587 | 6,603,954 | |
Liabilities and Equity | ||||
Intercompany Payable | 0 | 0 | ||
Current Portion of Long-term Debt | 121,203 | 88,068 | ||
Total Other Current Liabilities | 883,555 | 753,763 | ||
Liabilities Held for Sale | 19,269 | |||
Long-term Debt, Net of Current Portion | 6,338,024 | 4,757,610 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | 0 | ||
Other Long-term Liabilities | 392,611 | 222,539 | ||
Commitments and Contingencies (see Note 8) | ||||
Total Iron Mountain Incorporated Stockholders' Equity | 2,124,693 | 508,841 | ||
Noncontrolling Interests | 25,561 | 19,766 | ||
Total Equity | 2,150,254 | 528,607 | 619,777 | 869,955 |
Total Liabilities and Equity | 9,904,916 | 6,350,587 | ||
Eliminations | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 0 | 0 | 0 | 0 |
Accounts Receivable | 0 | 0 | ||
Intercompany Receivable | (1,109,334) | (1,038,141) | ||
Other Current Assets | (29) | (29) | ||
Assets Held for Sale | 0 | |||
Total Current Assets | (1,109,363) | (1,038,170) | ||
Property, Plant and Equipment, Net | 0 | 0 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | (3,949,530) | (3,326,874) | ||
Investment in Subsidiaries | (1,414,391) | (1,217,732) | ||
Goodwill | 0 | 0 | ||
Other | 0 | 0 | ||
Total Other Assets, Net | (5,363,921) | (4,544,606) | ||
Total Assets | (6,473,284) | (5,582,776) | ||
Liabilities and Equity | ||||
Intercompany Payable | (1,109,334) | (1,038,141) | ||
Current Portion of Long-term Debt | (29) | (29) | ||
Total Other Current Liabilities | 0 | 0 | ||
Liabilities Held for Sale | 0 | |||
Long-term Debt, Net of Current Portion | 0 | 0 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | (3,949,530) | (3,326,874) | ||
Other Long-term Liabilities | 0 | 0 | ||
Total Iron Mountain Incorporated Stockholders' Equity | (1,414,391) | (1,217,732) | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | (1,414,391) | (1,217,732) | ||
Total Liabilities and Equity | (6,473,284) | (5,582,776) | ||
Parent | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 1,710 | 151 | 295,424 | 2,399 |
Accounts Receivable | 0 | 0 | ||
Intercompany Receivable | 562,568 | 0 | ||
Other Current Assets | 0 | 898 | ||
Assets Held for Sale | 0 | |||
Total Current Assets | 564,278 | 1,049 | ||
Property, Plant and Equipment, Net | 527 | 661 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 3,948,530 | 3,325,005 | ||
Investment in Subsidiaries | 761,272 | 727,710 | ||
Goodwill | 0 | 0 | ||
Other | 0 | 623 | ||
Total Other Assets, Net | 4,709,802 | 4,053,338 | ||
Total Assets | 5,274,607 | 4,055,048 | ||
Liabilities and Equity | ||||
Intercompany Payable | 0 | 879,649 | ||
Current Portion of Long-term Debt | 0 | 0 | ||
Total Other Current Liabilities | 55,378 | 56,740 | ||
Liabilities Held for Sale | 0 | |||
Long-term Debt, Net of Current Portion | 3,093,536 | 2,608,818 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 1,000 | 1,000 | ||
Other Long-term Liabilities | 0 | 0 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 2,124,693 | 508,841 | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | 2,124,693 | 508,841 | ||
Total Liabilities and Equity | 5,274,607 | 4,055,048 | ||
Guarantors | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 26,044 | 7,803 | 67,225 | 4,713 |
Accounts Receivable | 94,358 | 18,917 | ||
Intercompany Receivable | 546,766 | 1,038,141 | ||
Other Current Assets | 66,893 | 107,235 | ||
Assets Held for Sale | 22,429 | |||
Total Current Assets | 756,490 | 1,172,096 | ||
Property, Plant and Equipment, Net | 1,852,010 | 1,633,885 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 1,000 | 1,869 | ||
Investment in Subsidiaries | 537,305 | 459,429 | ||
Goodwill | 2,511,380 | 1,640,130 | ||
Other | 829,635 | 414,407 | ||
Total Other Assets, Net | 3,879,320 | 2,515,835 | ||
Total Assets | 6,487,820 | 5,321,816 | ||
Liabilities and Equity | ||||
Intercompany Payable | 0 | 0 | ||
Current Portion of Long-term Debt | 46,749 | 41,159 | ||
Total Other Current Liabilities | 495,255 | 463,556 | ||
Liabilities Held for Sale | 0 | |||
Long-term Debt, Net of Current Portion | 1,063,324 | 674,798 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 3,948,530 | 3,325,005 | ||
Other Long-term Liabilities | 159,109 | 119,454 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 774,853 | 697,844 | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | 774,853 | 697,844 | ||
Total Liabilities and Equity | 6,487,820 | 5,321,816 | ||
Canada Company | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 14,792 | 13,182 | 11,176 | 4,979 |
Accounts Receivable | 38,707 | 30,428 | ||
Intercompany Receivable | 0 | 0 | ||
Other Current Assets | 685 | 2,305 | ||
Assets Held for Sale | 25,533 | |||
Total Current Assets | 79,717 | 45,915 | ||
Property, Plant and Equipment, Net | 158,011 | 137,100 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | 0 | ||
Investment in Subsidiaries | 34,620 | 27,731 | ||
Goodwill | 232,052 | 152,975 | ||
Other | 54,148 | 22,637 | ||
Total Other Assets, Net | 320,820 | 203,343 | ||
Total Assets | 558,548 | 386,358 | ||
Liabilities and Equity | ||||
Intercompany Payable | 8,451 | 5,892 | ||
Current Portion of Long-term Debt | 0 | 0 | ||
Total Other Current Liabilities | 32,535 | 26,804 | ||
Liabilities Held for Sale | 0 | |||
Long-term Debt, Net of Current Portion | 347,719 | 284,798 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | 869 | ||
Other Long-term Liabilities | 54,029 | 37,402 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 115,814 | 30,593 | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | 115,814 | 30,593 | ||
Total Liabilities and Equity | 558,548 | 386,358 | ||
Non-Guarantors | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 415,582 | 107,245 | $ 119,074 | $ 113,842 |
Accounts Receivable | 567,173 | 515,056 | ||
Intercompany Receivable | 0 | 0 | ||
Other Current Assets | 113,514 | 54,721 | ||
Assets Held for Sale | 79,950 | |||
Total Current Assets | 1,176,219 | 677,022 | ||
Property, Plant and Equipment, Net | 1,155,980 | 725,512 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | 0 | ||
Investment in Subsidiaries | 81,194 | 2,862 | ||
Goodwill | 1,118,378 | 567,873 | ||
Other | 525,454 | 196,872 | ||
Total Other Assets, Net | 1,725,026 | 767,607 | ||
Total Assets | 4,057,225 | 2,170,141 | ||
Liabilities and Equity | ||||
Intercompany Payable | 1,100,883 | 152,600 | ||
Current Portion of Long-term Debt | 74,483 | 46,938 | ||
Total Other Current Liabilities | 300,387 | 206,663 | ||
Liabilities Held for Sale | 19,269 | |||
Long-term Debt, Net of Current Portion | 1,833,445 | 1,189,196 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | 0 | ||
Other Long-term Liabilities | 179,473 | 65,683 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 523,724 | 489,295 | ||
Noncontrolling Interests | 25,561 | 19,766 | ||
Total Equity | 549,285 | 509,061 | ||
Total Liabilities and Equity | $ 4,057,225 | $ 2,170,141 |
Selected Consolidated Financi58
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Storage Rental | $ 576,465 | $ 460,052 | $ 1,576,358 | $ 1,380,133 |
Service | 366,357 | 286,477 | 1,000,902 | 875,416 |
Intercompany Service | 0 | 0 | 0 | 0 |
Total Revenues | 942,822 | 746,529 | 2,577,260 | 2,255,549 |
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 429,808 | 317,663 | 1,151,562 | 965,600 |
Selling, General and Administrative | 252,944 | 215,693 | 737,787 | 627,992 |
Intercompany Service Cost of Sales | 0 | 0 | 0 | 0 |
Depreciation and Amortization | 124,670 | 86,492 | 326,896 | 259,992 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | (54) | (141) | (1,131) | 707 |
Total Operating Expenses | 807,368 | 619,707 | 2,215,114 | 1,854,291 |
Operating Income (Loss) | 135,454 | 126,822 | 362,146 | 401,258 |
Interest Expense (Income), Net | 83,300 | 65,135 | 225,228 | 196,120 |
Other (Income) Expense, Net | 23,302 | 35,246 | 37,006 | 59,599 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | 28,852 | 26,441 | 99,912 | 145,539 |
Provision (Benefit) for Income Taxes | 23,418 | 3,774 | 46,157 | 27,126 |
Gain on Sale of Real Estate, Net of Tax | (325) | (850) | (325) | (850) |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations | 5,759 | 23,517 | 54,080 | 119,263 |
(Loss) Income from Discontinued Operations, Net of Tax | 2,041 | 3,628 | 0 | |
Net income (loss) | 7,800 | 23,517 | 57,708 | 119,263 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 720 | 407 | 1,822 | 1,727 |
Net income (loss) attributable to Iron Mountain Incorporated | 7,080 | 23,110 | 55,886 | 117,536 |
Net income (loss) | 7,800 | 23,517 | 57,708 | 119,263 |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 11,304 | (34,594) | 38,071 | (89,769) |
Market Value Adjustments for Securities | 0 | (134) | (734) | (111) |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 0 | 0 | 0 | 0 |
Total Other Comprehensive (Loss) Income | 11,304 | (34,728) | 37,337 | (89,880) |
Comprehensive Income (Loss) | 19,104 | (11,211) | 95,045 | 29,383 |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | 1,181 | (384) | 2,688 | 503 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 17,923 | (10,827) | 92,357 | 28,880 |
Eliminations | ||||
Revenues: | ||||
Storage Rental | 0 | 0 | 0 | 0 |
Service | 0 | 0 | 0 | 0 |
Intercompany Service | (21,542) | (17,285) | (60,816) | (57,237) |
Total Revenues | (21,542) | (17,285) | (60,816) | (57,237) |
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 0 | 0 | 0 | 0 |
Selling, General and Administrative | 0 | 0 | 0 | 0 |
Intercompany Service Cost of Sales | (21,542) | (17,285) | (60,816) | (57,237) |
Depreciation and Amortization | 0 | 0 | 0 | 0 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 0 | 0 | 0 | 0 |
Total Operating Expenses | (21,542) | (17,285) | (60,816) | (57,237) |
Operating Income (Loss) | 0 | 0 | 0 | 0 |
Interest Expense (Income), Net | 0 | 0 | 0 | 0 |
Other (Income) Expense, Net | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | 0 | 0 | 0 | 0 |
Provision (Benefit) for Income Taxes | 0 | 0 | 0 | 0 |
Gain on Sale of Real Estate, Net of Tax | 0 | 0 | 0 | 0 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 7,229 | 42,737 | 240,890 | 208,607 |
Income (Loss) from Continuing Operations | (7,229) | (240,890) | ||
(Loss) Income from Discontinued Operations, Net of Tax | 0 | 0 | ||
Net income (loss) | (7,229) | (42,737) | (240,890) | (208,607) |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | (7,229) | (42,737) | (240,890) | (208,607) |
Net income (loss) | (7,229) | (42,737) | (240,890) | (208,607) |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 0 | 0 | 0 | 0 |
Market Value Adjustments for Securities | 0 | 0 | 0 | |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (20,579) | 77,003 | (65,833) | 201,545 |
Total Other Comprehensive (Loss) Income | (20,579) | 77,003 | (65,833) | 201,545 |
Comprehensive Income (Loss) | (27,808) | 34,266 | (306,723) | (7,062) |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | (27,808) | 34,266 | (306,723) | (7,062) |
Parent | Reportable legal entities | ||||
Revenues: | ||||
Storage Rental | 0 | 0 | 0 | 0 |
Service | 0 | 0 | 0 | 0 |
Intercompany Service | 0 | 0 | 0 | 0 |
Total Revenues | 0 | 0 | 0 | 0 |
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 0 | 0 | 0 | 0 |
Selling, General and Administrative | 28 | 19 | 621 | 116 |
Intercompany Service Cost of Sales | 0 | 0 | 0 | 0 |
Depreciation and Amortization | 45 | 45 | 134 | 136 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 0 | 0 | 0 | 0 |
Total Operating Expenses | 73 | 64 | 755 | 252 |
Operating Income (Loss) | (73) | (64) | (755) | (252) |
Interest Expense (Income), Net | 21,689 | 39,302 | 89,742 | 117,694 |
Other (Income) Expense, Net | (6,962) | 686 | 44,769 | (225) |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (14,800) | (40,052) | (135,266) | (117,721) |
Provision (Benefit) for Income Taxes | 0 | 0 | 0 | 0 |
Gain on Sale of Real Estate, Net of Tax | 0 | 0 | 0 | 0 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (21,880) | (63,162) | (191,152) | (235,257) |
Income (Loss) from Continuing Operations | 7,080 | 55,886 | ||
(Loss) Income from Discontinued Operations, Net of Tax | 0 | 0 | ||
Net income (loss) | 7,080 | 23,110 | 55,886 | 117,536 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | 7,080 | 23,110 | 55,886 | 117,536 |
Net income (loss) | 7,080 | 23,110 | 55,886 | 117,536 |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | (313) | (85) | (901) | 3,381 |
Market Value Adjustments for Securities | 0 | 0 | ||
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 11,156 | (33,852) | 37,372 | (92,037) |
Total Other Comprehensive (Loss) Income | 10,843 | (33,937) | 36,471 | (88,656) |
Comprehensive Income (Loss) | 17,923 | (10,827) | 92,357 | 28,880 |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 17,923 | (10,827) | 92,357 | 28,880 |
Guarantors | Reportable legal entities | ||||
Revenues: | ||||
Storage Rental | 347,174 | 308,336 | 995,206 | 918,841 |
Service | 212,640 | 181,230 | 604,414 | 551,363 |
Intercompany Service | 981 | 1,042 | 3,007 | 2,449 |
Total Revenues | 560,795 | 490,608 | 1,602,627 | 1,472,653 |
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 234,791 | 196,060 | 665,207 | 588,801 |
Selling, General and Administrative | 163,997 | 154,202 | 506,987 | 435,445 |
Intercompany Service Cost of Sales | 4,104 | 3,257 | 11,267 | 9,657 |
Depreciation and Amortization | 73,284 | 56,145 | 198,749 | 167,908 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 101 | (197) | (1,311) | 565 |
Total Operating Expenses | 476,277 | 409,467 | 1,380,899 | 1,202,376 |
Operating Income (Loss) | 84,518 | 81,141 | 221,728 | 270,277 |
Interest Expense (Income), Net | (4,074) | (7,281) | 18,654 | (20,373) |
Other (Income) Expense, Net | 2,815 | 1,577 | (6,987) | 6,099 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | 85,777 | 86,845 | 233,395 | 284,551 |
Provision (Benefit) for Income Taxes | 22,326 | (5,210) | 39,327 | 3,455 |
Gain on Sale of Real Estate, Net of Tax | (266) | 0 | (266) | 0 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 10,144 | 28,343 | (43,724) | 46,440 |
Income (Loss) from Continuing Operations | 53,573 | 238,058 | ||
(Loss) Income from Discontinued Operations, Net of Tax | 1,464 | 2,354 | ||
Net income (loss) | 55,037 | 63,712 | 240,412 | 234,656 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | 55,037 | 63,712 | 240,412 | 234,656 |
Net income (loss) | 55,037 | 63,712 | 240,412 | 234,656 |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 0 | 0 | 0 | 0 |
Market Value Adjustments for Securities | (134) | (734) | (111) | |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 12,378 | (33,637) | 33,908 | (91,626) |
Total Other Comprehensive (Loss) Income | 12,378 | (33,771) | 33,174 | (91,737) |
Comprehensive Income (Loss) | 67,415 | 29,941 | 273,586 | 142,919 |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | 0 | 0 | 0 | |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 67,415 | 29,941 | 273,586 | 142,919 |
Canada Company | Reportable legal entities | ||||
Revenues: | ||||
Storage Rental | 33,102 | 29,164 | 93,038 | 90,836 |
Service | 16,344 | 14,558 | 47,893 | 47,223 |
Intercompany Service | 0 | 0 | 0 | 0 |
Total Revenues | 49,446 | 43,722 | 140,931 | 138,059 |
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 7,942 | 6,008 | 21,661 | 19,815 |
Selling, General and Administrative | 5,084 | 3,565 | 13,052 | 11,527 |
Intercompany Service Cost of Sales | 16,457 | 12,986 | 46,542 | 45,131 |
Depreciation and Amortization | 4,266 | 3,089 | 11,307 | 9,306 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 0 | 34 | 6 | 34 |
Total Operating Expenses | 33,749 | 25,682 | 92,568 | 85,813 |
Operating Income (Loss) | 15,697 | 18,040 | 48,363 | 52,246 |
Interest Expense (Income), Net | 11,929 | 7,784 | 33,311 | 24,329 |
Other (Income) Expense, Net | 8,872 | (98) | 8,916 | (235) |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (5,104) | 10,354 | 6,136 | 28,152 |
Provision (Benefit) for Income Taxes | 786 | 3,041 | 4,826 | 10,900 |
Gain on Sale of Real Estate, Net of Tax | (59) | 0 | (59) | 0 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (675) | (605) | (3,361) | (2,538) |
Income (Loss) from Continuing Operations | (5,156) | 4,730 | ||
(Loss) Income from Discontinued Operations, Net of Tax | 649 | 1,284 | ||
Net income (loss) | (4,507) | 7,918 | 6,014 | 19,790 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | (4,507) | 7,918 | 6,014 | 19,790 |
Net income (loss) | (4,507) | 7,918 | 6,014 | 19,790 |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | (2,803) | (7,709) | (5,908) | (14,612) |
Market Value Adjustments for Securities | 0 | 0 | ||
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (152) | (1,805) | 461 | (3,270) |
Total Other Comprehensive (Loss) Income | (2,955) | (9,514) | (5,447) | (17,882) |
Comprehensive Income (Loss) | (7,462) | (1,596) | 567 | 1,908 |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | (7,462) | (1,596) | 567 | 1,908 |
Non-Guarantors | Reportable legal entities | ||||
Revenues: | ||||
Storage Rental | 196,189 | 122,552 | 488,114 | 370,456 |
Service | 137,373 | 90,689 | 348,595 | 276,830 |
Intercompany Service | 20,561 | 16,243 | 57,809 | 54,788 |
Total Revenues | 354,123 | 229,484 | 894,518 | 702,074 |
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 187,075 | 115,595 | 464,694 | 356,984 |
Selling, General and Administrative | 83,835 | 57,907 | 217,127 | 180,904 |
Intercompany Service Cost of Sales | 981 | 1,042 | 3,007 | 2,449 |
Depreciation and Amortization | 47,075 | 27,213 | 116,706 | 82,642 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | (155) | 22 | 174 | 108 |
Total Operating Expenses | 318,811 | 201,779 | 801,708 | 623,087 |
Operating Income (Loss) | 35,312 | 27,705 | 92,810 | 78,987 |
Interest Expense (Income), Net | 53,756 | 25,330 | 120,829 | 74,470 |
Other (Income) Expense, Net | 18,577 | 33,081 | (23,666) | 53,960 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (37,021) | (30,706) | (4,353) | (49,443) |
Provision (Benefit) for Income Taxes | 306 | 5,943 | 2,004 | 12,771 |
Gain on Sale of Real Estate, Net of Tax | 0 | (850) | 0 | (850) |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 5,182 | (7,313) | (2,653) | (17,252) |
Income (Loss) from Continuing Operations | (42,509) | (3,704) | ||
(Loss) Income from Discontinued Operations, Net of Tax | (72) | (10) | ||
Net income (loss) | (42,581) | (28,486) | (3,714) | (44,112) |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 720 | 407 | 1,822 | 1,727 |
Net income (loss) attributable to Iron Mountain Incorporated | (43,301) | (28,893) | (5,536) | (45,839) |
Net income (loss) | (42,581) | (28,486) | (3,714) | (44,112) |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 14,420 | (26,800) | 44,880 | (78,538) |
Market Value Adjustments for Securities | 0 | 0 | 0 | |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (2,803) | (7,709) | (5,908) | (14,612) |
Total Other Comprehensive (Loss) Income | 11,617 | (34,509) | 38,972 | (93,150) |
Comprehensive Income (Loss) | (30,964) | (62,995) | 35,258 | (137,262) |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | 1,181 | (384) | 2,688 | 503 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ (32,145) | $ (62,611) | $ 32,570 | $ (137,765) |
Selected Consolidated Financi59
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities: | |||||
Cash Flows from Operating Activities—Continuing Operations | $ 418,952 | $ 320,095 | |||
Cash Flows from Operating Activities—Discontinued Operations | 3,640 | 0 | |||
Cash Flows from Operating Activities | 422,592 | 320,095 | |||
Cash Flows from Investing Activities: | |||||
Capital expenditures | $ (82,364) | $ (63,225) | (246,029) | (202,581) | |
Cash paid for acquisitions, net of cash acquired | 182 | (6,261) | (276,371) | (27,975) | |
Intercompany loans to subsidiaries | 0 | 0 | |||
Investment in subsidiaries | 0 | 0 | |||
Acquisitions of customer relationships and customer inducements | 24,109 | 10,956 | 40,855 | 35,163 | |
Net proceeds from divestments (see Note 10) | 53,950 | 0 | |||
Decrease in restricted cash | 0 | 33,860 | |||
Proceeds from sales of property and equipment and other, net (including real estate) | 2,197 | 2,032 | |||
Cash Flows from Investing Activities—Continuing Operations | (507,108) | (229,827) | |||
Cash Flows from Investing Activities—Discontinued Operations | (12) | 0 | |||
Cash Flows from Investing Activities | (507,120) | (229,827) | |||
Cash Flows from Financing Activities: | |||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (11,560,385) | (8,539,577) | |||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 11,427,389 | 8,142,443 | |||
Net proceeds from sales of senior notes | $ 738,750 | 925,443 | 985,000 | ||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | (6) | (1,260) | |||
Intercompany loans from parent | 0 | 0 | |||
Equity contribution from parent | 0 | 0 | |||
Parent cash dividends | (360,462) | (303,712) | |||
Net proceeds (payments) associated with employee stock-based awards | 26,374 | 13,988 | |||
Excess tax benefit (deficiency) from stock-based compensation | 91 | 323 | |||
Payment of debt financing and stock issuance costs | (17,107) | (11,665) | |||
Cash Flows from Financing Activities—Continuing Operations | 441,337 | 285,540 | |||
Cash Flows from Financing Activities—Discontinued Operations | 0 | 0 | |||
Net Cash Provided by (Used in) Financing Activities | 441,337 | 285,540 | |||
Effect of exchange rates on cash and cash equivalents | (27,062) | (8,842) | |||
Increase (Decrease) in cash and cash equivalents | 329,747 | 366,966 | |||
Cash and cash equivalents, beginning of period | 128,381 | 125,933 | |||
Cash and cash equivalents, end of period | 458,128 | 492,899 | 458,128 | 492,899 | |
Eliminations | |||||
Cash Flows from Operating Activities: | |||||
Cash Flows from Operating Activities—Continuing Operations | 0 | ||||
Cash Flows from Operating Activities—Discontinued Operations | 0 | ||||
Cash Flows from Operating Activities | 0 | 0 | |||
Cash Flows from Investing Activities: | |||||
Capital expenditures | 0 | 0 | |||
Cash paid for acquisitions, net of cash acquired | 0 | 0 | |||
Intercompany loans to subsidiaries | 194,501 | 153,259 | |||
Investment in subsidiaries | 3,170 | 32,000 | |||
Acquisitions of customer relationships and customer inducements | 0 | 0 | |||
Net proceeds from divestments (see Note 10) | 0 | ||||
Decrease in restricted cash | 0 | ||||
Proceeds from sales of property and equipment and other, net (including real estate) | 0 | 0 | |||
Cash Flows from Investing Activities—Continuing Operations | 197,671 | ||||
Cash Flows from Investing Activities—Discontinued Operations | 0 | ||||
Cash Flows from Investing Activities | 197,671 | 185,259 | |||
Cash Flows from Financing Activities: | |||||
Repayment of revolving credit, term loan and bridge facilities and other debt | 0 | 0 | |||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 0 | 0 | |||
Net proceeds from sales of senior notes | 0 | 0 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | 0 | 0 | |||
Intercompany loans from parent | (194,501) | (153,259) | |||
Equity contribution from parent | (3,170) | (32,000) | |||
Parent cash dividends | 0 | 0 | |||
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 | |||
Excess tax benefit (deficiency) from stock-based compensation | 0 | 0 | |||
Payment of debt financing and stock issuance costs | 0 | 0 | |||
Cash Flows from Financing Activities—Continuing Operations | (197,671) | (185,259) | |||
Cash Flows from Financing Activities—Discontinued Operations | 0 | ||||
Net Cash Provided by (Used in) Financing Activities | (197,671) | ||||
Effect of exchange rates on cash and cash equivalents | 0 | 0 | |||
Increase (Decrease) in cash and cash equivalents | 0 | 0 | |||
Cash and cash equivalents, beginning of period | 0 | 0 | |||
Cash and cash equivalents, end of period | 0 | 0 | 0 | 0 | |
Parent | Reportable legal entities | |||||
Cash Flows from Operating Activities: | |||||
Cash Flows from Operating Activities—Continuing Operations | (122,725) | ||||
Cash Flows from Operating Activities—Discontinued Operations | 0 | ||||
Cash Flows from Operating Activities | (122,725) | (130,151) | |||
Cash Flows from Investing Activities: | |||||
Capital expenditures | 0 | 0 | |||
Cash paid for acquisitions, net of cash acquired | 0 | 0 | |||
Intercompany loans to subsidiaries | (11,220) | (290,254) | |||
Investment in subsidiaries | (1,585) | (16,000) | |||
Acquisitions of customer relationships and customer inducements | 0 | 0 | |||
Net proceeds from divestments (see Note 10) | 0 | ||||
Decrease in restricted cash | 33,860 | ||||
Proceeds from sales of property and equipment and other, net (including real estate) | 0 | 0 | |||
Cash Flows from Investing Activities—Continuing Operations | (12,805) | ||||
Cash Flows from Investing Activities—Discontinued Operations | 0 | ||||
Cash Flows from Investing Activities | (12,805) | (272,394) | |||
Cash Flows from Financing Activities: | |||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (1,130,020) | 0 | |||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 1,116,995 | 0 | |||
Net proceeds from sales of senior notes | 492,500 | 985,000 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | 0 | 0 | |||
Intercompany loans from parent | 0 | 0 | |||
Equity contribution from parent | 0 | 0 | |||
Parent cash dividends | (360,462) | (303,712) | |||
Net proceeds (payments) associated with employee stock-based awards | 26,374 | 13,988 | |||
Excess tax benefit (deficiency) from stock-based compensation | 91 | 323 | |||
Payment of debt financing and stock issuance costs | (8,389) | (29) | |||
Cash Flows from Financing Activities—Continuing Operations | 137,089 | 695,570 | |||
Cash Flows from Financing Activities—Discontinued Operations | 0 | ||||
Net Cash Provided by (Used in) Financing Activities | 137,089 | ||||
Effect of exchange rates on cash and cash equivalents | 0 | 0 | |||
Increase (Decrease) in cash and cash equivalents | 1,559 | 293,025 | |||
Cash and cash equivalents, beginning of period | 151 | 2,399 | |||
Cash and cash equivalents, end of period | 1,710 | 295,424 | 1,710 | 295,424 | |
Guarantors | Reportable legal entities | |||||
Cash Flows from Operating Activities: | |||||
Cash Flows from Operating Activities—Continuing Operations | 426,082 | ||||
Cash Flows from Operating Activities—Discontinued Operations | 2,213 | ||||
Cash Flows from Operating Activities | 428,295 | 365,002 | |||
Cash Flows from Investing Activities: | |||||
Capital expenditures | (151,785) | (128,461) | |||
Cash paid for acquisitions, net of cash acquired | 4,057 | (9,871) | |||
Intercompany loans to subsidiaries | (183,281) | 136,995 | |||
Investment in subsidiaries | (1,585) | (16,000) | |||
Acquisitions of customer relationships and customer inducements | 32,989 | 26,920 | |||
Net proceeds from divestments (see Note 10) | 53,950 | ||||
Decrease in restricted cash | 0 | ||||
Proceeds from sales of property and equipment and other, net (including real estate) | 161 | 475 | |||
Cash Flows from Investing Activities—Continuing Operations | (311,472) | ||||
Cash Flows from Investing Activities—Discontinued Operations | (12) | ||||
Cash Flows from Investing Activities | (311,484) | (43,782) | |||
Cash Flows from Financing Activities: | |||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (5,721,732) | (6,732,070) | |||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 5,366,524 | 6,169,400 | |||
Net proceeds from sales of senior notes | 246,250 | 0 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | 0 | 0 | |||
Intercompany loans from parent | 13,303 | 298,690 | |||
Equity contribution from parent | 1,585 | 16,000 | |||
Parent cash dividends | 0 | 0 | |||
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 | |||
Excess tax benefit (deficiency) from stock-based compensation | 0 | 0 | |||
Payment of debt financing and stock issuance costs | (4,500) | (10,661) | |||
Cash Flows from Financing Activities—Continuing Operations | (98,570) | (258,641) | |||
Cash Flows from Financing Activities—Discontinued Operations | 0 | ||||
Net Cash Provided by (Used in) Financing Activities | (98,570) | ||||
Effect of exchange rates on cash and cash equivalents | 0 | (67) | |||
Increase (Decrease) in cash and cash equivalents | 18,241 | 62,512 | |||
Cash and cash equivalents, beginning of period | 7,803 | 4,713 | |||
Cash and cash equivalents, end of period | 26,044 | 67,225 | 26,044 | 67,225 | |
Canada Company | Reportable legal entities | |||||
Cash Flows from Operating Activities: | |||||
Cash Flows from Operating Activities—Continuing Operations | 31,171 | ||||
Cash Flows from Operating Activities—Discontinued Operations | 1,443 | ||||
Cash Flows from Operating Activities | 32,614 | 27,249 | |||
Cash Flows from Investing Activities: | |||||
Capital expenditures | (6,219) | (11,341) | |||
Cash paid for acquisitions, net of cash acquired | (2,381) | (5,260) | |||
Intercompany loans to subsidiaries | 0 | 0 | |||
Investment in subsidiaries | 0 | 0 | |||
Acquisitions of customer relationships and customer inducements | 0 | 677 | |||
Net proceeds from divestments (see Note 10) | 0 | ||||
Decrease in restricted cash | 0 | ||||
Proceeds from sales of property and equipment and other, net (including real estate) | 0 | 32 | |||
Cash Flows from Investing Activities—Continuing Operations | (8,600) | ||||
Cash Flows from Investing Activities—Discontinued Operations | 0 | ||||
Cash Flows from Investing Activities | (8,600) | (17,246) | |||
Cash Flows from Financing Activities: | |||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (1,269,696) | (510,109) | |||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 1,130,193 | 507,741 | |||
Net proceeds from sales of senior notes | 186,693 | 0 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | 0 | 0 | |||
Intercompany loans from parent | (67,169) | (636) | |||
Equity contribution from parent | 0 | 0 | |||
Parent cash dividends | 0 | 0 | |||
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 | |||
Excess tax benefit (deficiency) from stock-based compensation | 0 | 0 | |||
Payment of debt financing and stock issuance costs | (531) | 0 | |||
Cash Flows from Financing Activities—Continuing Operations | (20,510) | (3,004) | |||
Cash Flows from Financing Activities—Discontinued Operations | 0 | ||||
Net Cash Provided by (Used in) Financing Activities | (20,510) | ||||
Effect of exchange rates on cash and cash equivalents | (1,894) | (802) | |||
Increase (Decrease) in cash and cash equivalents | 1,610 | 6,197 | |||
Cash and cash equivalents, beginning of period | 13,182 | 4,979 | |||
Cash and cash equivalents, end of period | 14,792 | 11,176 | 14,792 | 11,176 | |
Non-Guarantors | Reportable legal entities | |||||
Cash Flows from Operating Activities: | |||||
Cash Flows from Operating Activities—Continuing Operations | 84,424 | ||||
Cash Flows from Operating Activities—Discontinued Operations | (16) | ||||
Cash Flows from Operating Activities | 84,408 | 57,995 | |||
Cash Flows from Investing Activities: | |||||
Capital expenditures | (88,025) | (62,779) | |||
Cash paid for acquisitions, net of cash acquired | (278,047) | (12,844) | |||
Intercompany loans to subsidiaries | 0 | 0 | |||
Investment in subsidiaries | 0 | 0 | |||
Acquisitions of customer relationships and customer inducements | 7,866 | 7,566 | |||
Net proceeds from divestments (see Note 10) | |||||
Decrease in restricted cash | 0 | ||||
Proceeds from sales of property and equipment and other, net (including real estate) | 2,036 | 1,525 | |||
Cash Flows from Investing Activities—Continuing Operations | (371,902) | ||||
Cash Flows from Investing Activities—Discontinued Operations | 0 | ||||
Cash Flows from Investing Activities | (371,902) | (81,664) | |||
Cash Flows from Financing Activities: | |||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (3,438,937) | (1,297,398) | |||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 3,813,677 | 1,465,302 | |||
Net proceeds from sales of senior notes | 0 | 0 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | (6) | (1,260) | |||
Intercompany loans from parent | 248,367 | (144,795) | |||
Equity contribution from parent | 1,585 | 16,000 | |||
Parent cash dividends | 0 | 0 | |||
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 | |||
Excess tax benefit (deficiency) from stock-based compensation | 0 | 0 | |||
Payment of debt financing and stock issuance costs | (3,687) | (975) | |||
Cash Flows from Financing Activities—Continuing Operations | 620,999 | 36,874 | |||
Cash Flows from Financing Activities—Discontinued Operations | 0 | ||||
Net Cash Provided by (Used in) Financing Activities | 620,999 | ||||
Effect of exchange rates on cash and cash equivalents | (25,168) | (7,973) | |||
Increase (Decrease) in cash and cash equivalents | 308,337 | 5,232 | |||
Cash and cash equivalents, beginning of period | 107,245 | 113,842 | |||
Cash and cash equivalents, end of period | $ 415,582 | $ 119,074 | $ 415,582 | $ 119,074 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 5 |
Segment Information - Segment R
Segment Information - Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segment information | |||||
Unamortized Debt Issuance Expense | $ 69,658 | $ 69,658 | $ 58,299 | ||
Total Revenues | 942,822 | $ 746,529 | 2,577,260 | $ 2,255,549 | |
Depreciation and Amortization | 124,670 | 86,492 | 326,896 | 259,992 | |
Depreciation | 98,360 | 75,482 | 267,280 | 226,497 | |
Amortization | 26,310 | 11,010 | 59,616 | 33,495 | |
Adjusted OIBDA | 294,203 | 227,835 | 790,783 | 682,281 | |
Total Assets | 9,904,916 | 6,603,954 | 9,904,916 | 6,603,954 | $ 6,350,587 |
Expenditures for Segment Assets | 106,291 | 80,442 | 563,255 | 265,719 | |
Capital Expenditures | 82,364 | 63,225 | 246,029 | 202,581 | |
Cash Paid for Acquisitions, Net of Cash Acquired | (182) | 6,261 | 276,371 | 27,975 | |
Acquisitions of customer relationships and customer inducements | 24,109 | 10,956 | 40,855 | 35,163 | |
North American Records and Information Management business | |||||
Segment information | |||||
Total Revenues | 499,977 | 441,237 | 1,426,128 | 1,332,811 | |
Depreciation and Amortization | 55,256 | 45,985 | 158,071 | 137,581 | |
Depreciation | 47,634 | 41,034 | 135,756 | 122,705 | |
Amortization | 7,622 | 4,951 | 22,315 | 14,876 | |
Adjusted OIBDA | 199,559 | 175,331 | 565,254 | 533,598 | |
Total Assets | 5,021,015 | 3,610,618 | 5,021,015 | 3,610,618 | |
Expenditures for Segment Assets | 48,135 | 42,670 | 114,673 | 129,512 | |
Capital Expenditures | 29,061 | 32,026 | 85,883 | 96,135 | |
Cash Paid for Acquisitions, Net of Cash Acquired | 17 | 3,986 | (2,659) | 12,764 | |
Acquisitions of customer relationships and customer inducements | 19,057 | 6,658 | 31,449 | 20,613 | |
North American Data Management Business | |||||
Segment information | |||||
Total Revenues | 107,477 | 97,385 | 307,090 | 294,220 | |
Depreciation and Amortization | 9,680 | 5,389 | 21,427 | 16,231 | |
Depreciation | 5,822 | 5,142 | 17,076 | 15,726 | |
Amortization | 3,858 | 247 | 4,351 | 505 | |
Adjusted OIBDA | 59,714 | 50,268 | 170,255 | 152,178 | |
Total Assets | 867,181 | 645,832 | 867,181 | 645,832 | |
Expenditures for Segment Assets | 9,391 | 1,891 | 17,968 | 15,879 | |
Capital Expenditures | 9,391 | 1,891 | 16,520 | 8,837 | |
Cash Paid for Acquisitions, Net of Cash Acquired | 0 | 0 | (59) | (21) | |
Acquisitions of customer relationships and customer inducements | 0 | 0 | 1,507 | 7,063 | |
Western European Business | |||||
Segment information | |||||
Unamortized Debt Issuance Expense | 9,215 | 9,215 | |||
Total Revenues | 122,785 | 99,003 | 334,859 | 296,337 | |
Depreciation and Amortization | 14,409 | 11,126 | 40,729 | 34,022 | |
Depreciation | 10,657 | 9,631 | 31,026 | 29,590 | |
Amortization | 3,752 | 1,495 | 9,703 | 4,432 | |
Adjusted OIBDA | 37,546 | 30,789 | 102,765 | 87,146 | |
Total Assets | 1,231,580 | 892,798 | 1,231,580 | 892,798 | |
Expenditures for Segment Assets | 13,057 | 7,138 | 17,959 | 19,676 | |
Capital Expenditures | 8,266 | 3,417 | 18,303 | 11,967 | |
Cash Paid for Acquisitions, Net of Cash Acquired | 225 | 0 | (6,878) | 2,510 | |
Acquisitions of customer relationships and customer inducements | 4,566 | 3,721 | 6,534 | 5,199 | |
Other International Business | |||||
Segment information | |||||
Unamortized Debt Issuance Expense | 548 | 548 | |||
Total Revenues | 197,084 | 103,327 | 464,094 | 317,378 | |
Depreciation and Amortization | 30,279 | 14,399 | 70,462 | 43,553 | |
Depreciation | 20,615 | 9,991 | 49,840 | 29,922 | |
Amortization | 9,664 | 4,408 | 20,622 | 13,631 | |
Adjusted OIBDA | 53,844 | 21,267 | 117,351 | 63,143 | |
Total Assets | 2,134,678 | 866,138 | 2,134,678 | 866,138 | |
Expenditures for Segment Assets | 16,320 | 17,809 | 330,065 | 61,111 | |
Capital Expenditures | 16,258 | 14,957 | 43,800 | 48,500 | |
Cash Paid for Acquisitions, Net of Cash Acquired | (424) | 2,275 | 284,925 | 10,323 | |
Acquisitions of customer relationships and customer inducements | 486 | 577 | 1,340 | 2,288 | |
Corporate and Other | |||||
Segment information | |||||
Unamortized Debt Issuance Expense | 56,105 | 56,105 | |||
Total Revenues | 15,499 | 5,577 | 45,089 | 14,803 | |
Depreciation and Amortization | 15,046 | 9,593 | 36,207 | 28,605 | |
Depreciation | 13,632 | 9,684 | 33,582 | 28,554 | |
Amortization | 1,414 | (91) | 2,625 | 51 | |
Adjusted OIBDA | (56,460) | (49,820) | (164,842) | (153,784) | |
Total Assets | 650,462 | 588,568 | 650,462 | 588,568 | |
Expenditures for Segment Assets | 19,388 | 10,934 | 82,590 | 39,541 | |
Capital Expenditures | 19,388 | 10,934 | 81,523 | 37,142 | |
Cash Paid for Acquisitions, Net of Cash Acquired | 0 | 0 | 1,042 | 2,399 | |
Acquisitions of customer relationships and customer inducements | $ 0 | $ 0 | $ 25 | $ 0 |
Segment Information - Reconcili
Segment Information - Reconciliation to Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis | ||||
Adjusted OIBDA | $ 294,203 | $ 227,835 | $ 790,783 | $ 682,281 |
Less: Depreciation and Amortization | 124,670 | 86,492 | 326,896 | 259,992 |
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | (54) | (141) | (1,131) | 707 |
Interest Expense (Income), Net | 83,300 | 65,135 | 225,228 | 196,120 |
Other Expense (Income), Net | 23,302 | 35,246 | 37,006 | 59,599 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | 28,852 | 26,441 | 99,912 | 145,539 |
Recall | ||||
Reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis | ||||
Recall Costs | $ 34,133 | $ 14,662 | $ 102,872 | $ 20,324 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Thousands, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016USD ($)customerlawsuit | Sep. 30, 2016EUR (€)customerlawsuit | Jan. 31, 2015claimcustomerbox | |
Buenos Aires, Argentina | |||
Commitments and Contingencies | |||
Maximum facility revenue as a percentage of consolidated revenues | 0.50% | 0.50% | |
Insurance Settlement | |||
Commitments and Contingencies | |||
Reasonably possible additional losses | $ | $ 21,000 | ||
Italy Fire | |||
Commitments and Contingencies | |||
Number of customer lawsuits | customer | 5 | 5 | |
Number of customer lawsuits settled | lawsuit | 4 | 4 | |
Loss Contingency, Pending Claims, Number | lawsuit | 1 | 1 | |
Loss Contingency, Damages Sought, Value | € | € 42,600 | ||
Brooklyn Fire | |||
Commitments and Contingencies | |||
Loss Contingency, Pending Claims, Number | claim | 3 | ||
Loss Contingency, Number Customer-Owned Items Lost | box | 900,000 | ||
Loss Contingency, Number Of Customers Impacted | customer | 1,200 |
Stockholders' Equity Matters -
Stockholders' Equity Matters - Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2016 | Jul. 27, 2016 | Jun. 24, 2016 | May 25, 2016 | Mar. 21, 2016 | Feb. 18, 2016 | Dec. 15, 2015 | Oct. 29, 2015 | Sep. 30, 2015 | Aug. 27, 2015 | Jun. 26, 2015 | May 28, 2015 | Mar. 20, 2015 | Feb. 19, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Equity [Abstract] | ||||||||||||||||||
Dividends Declared per Common Share (in dollars per share) | $ 0.485 | $ 0.4850 | $ 0.4850 | $ 0.4850 | $ 0.4750 | $ 0.4750 | $ 0.4750 | $ 0.4852 | $ 0.4751000 | $ 1.4886 | $ 1.4250 | |||||||
Dividends, Common Stock | $ 127,737 | $ 127,469 | $ 102,651 | $ 102,438 | $ 100,213 | $ 100,119 | $ 99,795 | $ 360,076 | $ 302,658 |
Divestments (Details)
Divestments (Details) - USD ($) $ in Thousands | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash proceeds from divestment | $ 53,950 | $ 0 | |
Initial United States Divestments | Discontinued Operations, Disposed of by Sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal, consideration | $ 80,000 | ||
Cash proceeds from divestment | 55,000 | ||
Additional cash receivable, contingent consideration | $ 25,000 |
Divestments - Assets and Liabil
Divestments - Assets and Liabilities Held For Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets held for sale: | ||
Accounts receivable | $ 8,508 | |
Deferred income taxes | 1,107 | |
Prepaid expenses and other | 613 | |
Property, plant and equipment, net | 25,894 | |
Goodwill | 30,418 | |
Estimated fair value of assets held for sale, less costs to sell | 46,578 | |
Customer relationships and customer inducements | 14,359 | |
Other | 435 | |
Assets held for sale | 127,912 | $ 0 |
Liabilities held for sale: | ||
Accounts payable | 2,211 | |
Accrued expenses | 5,601 | |
Deferred revenue | 1,366 | |
Other long-term liabilities | 7,390 | |
Deferred rent | 2,701 | |
Liabilities held for sale | 19,269 | $ 0 |
Seattle/Atlanta Divestments | Discontinued Operations, Held-for-sale | ||
Assets held for sale: | ||
Accounts receivable | 0 | |
Deferred income taxes | 0 | |
Prepaid expenses and other | 0 | |
Property, plant and equipment, net | 0 | |
Goodwill | 0 | |
Estimated fair value of assets held for sale, less costs to sell | 22,429 | |
Customer relationships and customer inducements | 0 | |
Other | 0 | |
Assets held for sale | 22,429 | |
Liabilities held for sale: | ||
Accounts payable | 0 | |
Accrued expenses | 0 | |
Deferred revenue | 0 | |
Other long-term liabilities | 0 | |
Deferred rent | 0 | |
Liabilities held for sale | 0 | |
Australia Divestment Business | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets held for sale: | ||
Accounts receivable | 8,508 | |
Deferred income taxes | 1,107 | |
Prepaid expenses and other | 613 | |
Property, plant and equipment, net | 24,253 | |
Goodwill | 27,130 | |
Estimated fair value of assets held for sale, less costs to sell | 0 | |
Customer relationships and customer inducements | 14,359 | |
Other | 435 | |
Assets held for sale | 76,405 | |
Liabilities held for sale: | ||
Accounts payable | 2,211 | |
Accrued expenses | 5,601 | |
Deferred revenue | 1,366 | |
Other long-term liabilities | 7,390 | |
Deferred rent | 2,701 | |
Liabilities held for sale | 19,269 | |
Recall Canadian Divestments | Discontinued Operations, Held-for-sale | ||
Assets held for sale: | ||
Accounts receivable | 0 | |
Deferred income taxes | 0 | |
Prepaid expenses and other | 0 | |
Property, plant and equipment, net | 0 | |
Goodwill | 0 | |
Estimated fair value of assets held for sale, less costs to sell | 20,642 | |
Customer relationships and customer inducements | 0 | |
Other | 0 | |
Assets held for sale | 20,642 | |
Liabilities held for sale: | ||
Accounts payable | 0 | |
Accrued expenses | 0 | |
Deferred revenue | 0 | |
Other long-term liabilities | 0 | |
Deferred rent | 0 | |
Liabilities held for sale | 0 | |
Iron Mountain Canadian Divestments | Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Assets held for sale: | ||
Accounts receivable | 0 | |
Deferred income taxes | 0 | |
Prepaid expenses and other | 0 | |
Property, plant and equipment, net | 1,641 | |
Goodwill | 3,288 | |
Estimated fair value of assets held for sale, less costs to sell | 0 | |
Customer relationships and customer inducements | 0 | |
Other | 0 | |
Assets held for sale | 4,929 | |
Liabilities held for sale: | ||
Accounts payable | 0 | |
Accrued expenses | 0 | |
Deferred revenue | 0 | |
Other long-term liabilities | 0 | |
Deferred rent | 0 | |
Liabilities held for sale | 0 | |
UK Divestments | Discontinued Operations, Held-for-sale | ||
Assets held for sale: | ||
Accounts receivable | 0 | |
Deferred income taxes | 0 | |
Prepaid expenses and other | 0 | |
Property, plant and equipment, net | 0 | |
Goodwill | 0 | |
Estimated fair value of assets held for sale, less costs to sell | 3,507 | |
Customer relationships and customer inducements | 0 | |
Other | 0 | |
Assets held for sale | 3,507 | |
Liabilities held for sale: | ||
Accounts payable | 0 | |
Accrued expenses | 0 | |
Deferred revenue | 0 | |
Other long-term liabilities | 0 | |
Deferred rent | 0 | |
Liabilities held for sale | $ 0 |
Divestments - Results of Operat
Divestments - Results of Operations, Recall Divestments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Revenue | $ 6,562 | $ 10,571 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 2,334 | 4,210 | ||
Discontinued Operation, Tax Effect of Discontinued Operation | 293 | 582 | ||
Income (loss) from discontinued operations, net of tax | 2,041 | $ 0 | 3,628 | $ 0 |
Seattle/Atlanta Divestments | Discontinued Operations, Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Revenue | 3,200 | 5,010 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 1,534 | 2,468 | ||
Discontinued Operation, Tax Effect of Discontinued Operation | 70 | 114 | ||
Income (loss) from discontinued operations, net of tax | 1,464 | 2,354 | ||
Recall Canadian Divestments | Discontinued Operations, Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Revenue | 2,977 | 4,865 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 888 | 1,755 | ||
Discontinued Operation, Tax Effect of Discontinued Operation | 239 | 471 | ||
Income (loss) from discontinued operations, net of tax | 649 | 1,284 | ||
UK Divestments | Discontinued Operations, Held-for-sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Revenue | 385 | 696 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | (88) | (13) | ||
Discontinued Operation, Tax Effect of Discontinued Operation | (16) | (3) | ||
Income (loss) from discontinued operations, net of tax | (72) | (10) | ||
Initial United States Divestments | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Revenue | 0 | 0 | ||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 0 | 0 | ||
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | 0 | ||
Income (loss) from discontinued operations, net of tax | $ 0 | $ 0 |
Transformation Initiative (Deta
Transformation Initiative (Details) - Transformation Initiative [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | $ 188 | $ 9,080 | $ 6,007 | $ 9,080 |
Restructuring and Related Cost, Cost Incurred to Date | 16,174 | 16,174 | ||
Restructuring Reserve | 751 | 751 | ||
North American Records and Information Management business | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 40 | 5,200 | 2,329 | 5,200 |
Corporate and Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 148 | 2,200 | 3,079 | 2,200 |
Western European Business | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 0 | 1,439 | 204 | 1,439 |
North American Data Management Business | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 0 | 241 | 395 | 241 |
Other International Business | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | 188 | 9,080 | 6,007 | 9,080 |
Cost of sales (excluding depreciation and amortization) | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and Related Cost, Incurred Cost | $ 0 | $ 0 | $ 0 | $ 0 |
Recall Costs (Details)
Recall Costs (Details) - Recall $ in Thousands | Sep. 30, 2016USD ($) |
Business Combination, Separately Recognized Transactions [Line Items] | |
Business Combination Separately Recognized Transactions Additional Disclosures, Expected Acquisition Costs | $ 300,000 |
Recall Deal Close and Divestment Costs | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Business Combination Separately Recognized Transactions Additional Disclosures, Expected Acquisition Costs | 80,000 |
Recall Integration Costs | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Business Combination, Separately Recognized Transactions, Accrued Liability | 25,555 |
Business Combination Separately Recognized Transactions Additional Disclosures, Expected Acquisition Costs | $ 220,000 |
Recall Costs - Recall Costs Inc
Recall Costs - Recall Costs Included in Statements of Operations (Details) - Recall - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | $ 34,133 | $ 14,662 | $ 102,872 | $ 20,324 |
Recall Deal Close and Divestment Costs | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 3,861 | 14,662 | 35,938 | 20,324 |
Recall Deal Close and Divestment Costs | Cost of sales (excluding depreciation and amortization) | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 0 | 0 | 0 | 0 |
Recall Deal Close and Divestment Costs | Selling, general and administrative expenses | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 3,861 | 14,662 | 35,938 | 20,324 |
Recall Integration Costs | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 30,272 | 0 | 66,934 | 0 |
Recall Integration Costs | Cost of sales (excluding depreciation and amortization) | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 4,457 | 0 | 4,788 | 0 |
Recall Integration Costs | Selling, general and administrative expenses | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | $ 25,815 | $ 0 | $ 62,146 | $ 0 |
Recall Costs - Recall Costs by
Recall Costs - Recall Costs by Segment (Details) - Recall - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | $ 34,133 | $ 14,662 | $ 102,872 | $ 20,324 |
Recall Deal Close and Divestment Costs | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 3,861 | 14,662 | 35,938 | 20,324 |
Recall Deal Close and Divestment Costs | North American Records and Information Management business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 0 | 0 | 0 | 0 |
Recall Deal Close and Divestment Costs | North American Data Management Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 0 | 0 | 0 | 0 |
Recall Deal Close and Divestment Costs | Western European Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 0 | 0 | 0 | 0 |
Recall Deal Close and Divestment Costs | Other International Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 0 | 0 | 0 | 0 |
Recall Deal Close and Divestment Costs | Corporate and Other | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 3,861 | 14,662 | 35,938 | 20,324 |
Recall Integration Costs | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 30,272 | 0 | 66,934 | 0 |
Recall Integration Costs | North American Records and Information Management business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 4,989 | 0 | 7,822 | 0 |
Recall Integration Costs | North American Data Management Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 1,578 | 0 | 2,095 | 0 |
Recall Integration Costs | Western European Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 7,483 | 0 | 11,613 | 0 |
Recall Integration Costs | Other International Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 5,638 | 0 | 11,586 | 0 |
Recall Integration Costs | Corporate and Other | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | $ 10,584 | $ 0 | $ 33,818 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) AUD in Thousands | Oct. 31, 2016AUD | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Oct. 31, 2016USD ($) | Oct. 31, 2016AUD |
Subsequent events | ||||||
Cash proceeds from divestment | $ 53,950,000 | $ 0 | ||||
Anticipated loss on disposal of assets held for sale | 14,000,000 | $ 0 | ||||
Disposed of by Sale, Not Discontinued Operations | Australia Divestment Business | ||||||
Subsequent events | ||||||
Anticipated loss on disposal of assets held for sale | $ 14,000,000 | $ 14,000,000 | ||||
Subsequent Event | Disposed of by Sale, Not Discontinued Operations | Australia Divestment Business | ||||||
Subsequent events | ||||||
Disposal, consideration | $ 53,200,000 | AUD 70,000 | ||||
Cash proceeds from divestment | AUD | AUD 35,000 | |||||
Consideration received, note | AUD | AUD 35,000 | |||||
Consideration received, note, stated interest rate | 3.30% | 3.30% | ||||
Subsequent Event | Secured Debt | Mortgage Securitization Program | ||||||
Subsequent events | ||||||
Principal amount of notes | $ 50,000,000 |