Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 20, 2017 | |
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, 2017 | |
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 | 266,937,094 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 337,886 | $ 236,484 |
Accounts receivable (less allowances of $44,290 and $42,172 as of December 31, 2016 and September 30, 2017, respectively) | 784,884 | 691,249 |
Prepaid expenses and other | 205,454 | 184,374 |
Total Current Assets | 1,328,224 | 1,112,107 |
Property, Plant and Equipment: | ||
Property, plant and equipment | 6,094,095 | 5,535,783 |
Less—Accumulated depreciation | (2,749,620) | (2,452,457) |
Property, Plant and Equipment, Net | 3,344,475 | 3,083,326 |
Other Assets, Net: | ||
Goodwill | 4,070,656 | 3,905,021 |
Customer relationships and customer inducements | 1,385,148 | 1,252,523 |
Other | 131,503 | 133,823 |
Total Other Assets, Net | 5,587,307 | 5,291,367 |
Total Assets | 10,260,006 | 9,486,800 |
Current Liabilities: | ||
Current portion of long-term debt | 180,390 | 172,975 |
Accounts payable | 252,955 | 222,197 |
Accrued expenses | 580,991 | 450,257 |
Deferred revenue | 218,033 | 201,128 |
Total Current Liabilities | 1,232,369 | 1,046,557 |
Long-term Debt, net of current portion | 6,700,094 | 6,078,206 |
Other Long-term Liabilities | 87,484 | 99,540 |
Deferred Rent | 128,820 | 119,834 |
Deferred Income Taxes | 175,169 | 151,295 |
Commitments and Contingencies (see Note 8) | ||
Redeemable Noncontrolling Interest | 67,424 | 54,697 |
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 263,682,670 shares and 266,882,282 shares as of December 31, 2016 and September 30, 2017, respectively) | 2,668 | 2,636 |
Additional paid-in capital | 3,601,201 | 3,489,795 |
(Distributions in excess of earnings) Earnings in excess of distributions | (1,621,538) | (1,343,311) |
Accumulated other comprehensive items, net | (115,343) | (212,573) |
Total Iron Mountain Incorporated Stockholders' Equity | 1,866,988 | 1,936,547 |
Noncontrolling Interests | 1,658 | 124 |
Total Equity | 1,868,646 | 1,936,671 |
Total Liabilities and Equity | $ 10,260,006 | $ 9,486,800 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances (in dollars) | $ 42,172 | $ 44,290 |
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 | 266,882,282 | 263,682,670 |
Common stock, outstanding shares | 266,882,282 | 263,682,670 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | Jul. 27, 2017 | May 24, 2017 | Feb. 15, 2017 | Oct. 31, 2016 | Jul. 27, 2016 | May 25, 2016 | Feb. 17, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Revenues: | |||||||||||
Storage rental | $ 601,091 | $ 576,465 | $ 1,763,609 | $ 1,576,358 | |||||||
Service | 364,570 | 366,357 | 1,090,734 | 1,000,902 | |||||||
Total Revenues | 965,661 | 942,822 | 2,854,343 | 2,577,260 | |||||||
Operating Expenses: | |||||||||||
Cost of sales (excluding depreciation and amortization) | 418,327 | 429,808 | 1,259,318 | 1,151,562 | |||||||
Selling, general and administrative | 242,357 | 252,944 | 719,968 | 737,787 | |||||||
Depreciation and amortization | 128,513 | 124,670 | 381,319 | 326,896 | |||||||
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | (292) | (54) | (967) | (1,131) | |||||||
Total Operating Expenses | 788,905 | 807,368 | 2,359,638 | 2,215,114 | |||||||
Operating Income (Loss) | 176,756 | 135,454 | 494,705 | 362,146 | |||||||
Interest Expense (Income), Net | 88,989 | 83,300 | 265,010 | 225,228 | |||||||
Other Expense (Income), Net | 59,479 | 23,302 | 33,749 | 37,006 | |||||||
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | 28,288 | 28,852 | 195,946 | 99,912 | |||||||
Provision (Benefit) for Income Taxes | 2,268 | 23,418 | 29,497 | 46,157 | |||||||
Gain on Sale of Real Estate, Net of Tax | 638 | (325) | (925) | (325) | |||||||
Income (Loss) from Continuing Operations | 25,382 | 5,759 | 167,374 | 54,080 | |||||||
Income (loss) from discontinued operations, net of tax | (1,058) | 2,041 | (3,421) | 3,628 | |||||||
Net income (loss) | 24,324 | 7,800 | 163,953 | 57,708 | |||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | (21) | 720 | 2,853 | 1,822 | |||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ 24,345 | $ 7,080 | $ 161,100 | $ 55,886 | |||||||
Earnings (Losses) per Share—Basic: | |||||||||||
Income (Loss) from Continuing Operations | $ 0.10 | $ 0.02 | $ 0.62 | $ 0.22 | |||||||
Total Income (Loss) from Discontinued Operations, Net of Tax, per Basic Share | 0 | 0.01 | (0.01) | 0.02 | |||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated | 0.09 | 0.03 | 0.61 | 0.23 | |||||||
Earnings (Losses) per Share-Diluted: | |||||||||||
Income (Loss) from Continuing Operations | 0.10 | 0.02 | 0.62 | 0.22 | |||||||
Income (Loss) from Discontinued Operations, Net of Tax, Per Diluted Share | 0 | 0.01 | (0.01) | 0.02 | |||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ 0.09 | $ 0.03 | $ 0.61 | $ 0.23 | |||||||
Weighted Average Common Shares Outstanding-Basic (in shares) | 265,198,000 | 263,269,000 | 264,423,000 | 240,394,000 | |||||||
Weighted Average Common Shares Outstanding-Diluted (in shares) | 266,138,983 | 264,501,975 | 265,292,690 | 241,519,921 | |||||||
Dividends Declared per Common Share (in dollars per share) | $ 0.55 | $ 0.55 | $ 0.55 | $ 0.55 | $ 0.485 | $ 0.4850 | $ 0.4850 | $ 0.5534 | $ 0.4852 | $ 1.6543 | $ 1.4886 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Interest Income | $ 2,526 | $ 2,118 | $ 5,719 | $ 5,549 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ 24,324 | $ 7,800 | $ 163,953 | $ 57,708 |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 37,541 | 11,304 | 95,863 | 38,071 |
Market Value Adjustments for Securities | 0 | (734) | ||
Total Other Comprehensive Income (Loss) | 37,541 | 11,304 | 95,863 | 37,337 |
Comprehensive Income (Loss) | 61,865 | 19,104 | 259,816 | 95,045 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | (727) | 1,181 | 1,486 | 2,688 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ 62,592 | $ 17,923 | $ 258,330 | $ 92,357 |
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 | Redeemable Noncontrolling Interests | Recall Holdings Limited [Member] | Recall Holdings Limited [Member]Common Stock | FORTRUST [Member] | FORTRUST [Member]Common Stock | FORTRUST [Member]Additional Paid-in Capital | Common StockRecall Holdings Limited [Member] | Common StockFORTRUST [Member] |
Balance (in shares) at Dec. 31, 2015 | 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 (in shares) | 1,851,304 | |||||||||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation | 48,545 | $ 19 | 48,526 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 1,834,524 | $ 1,835,026 | $ 502 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 50,233,412 | |||||||||||||
Parent cash dividends declared | (360,076) | (360,076) | ||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Excluding Redeemable Noncontrolling Interest, Net of Tax | 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) | ||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of 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 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Redeemable Noncontrolling Interest | $ 54,697 | $ 54,697 | ||||||||||||
Balance (in shares) at Dec. 31, 2016 | 263,682,670 | 263,682,670 | ||||||||||||
Balance at Dec. 31, 2016 | $ 1,936,671 | $ 2,636 | 3,489,795 | (1,343,311) | (212,573) | 124 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares) | 1,005,975 | |||||||||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation | 29,929 | $ 10 | 29,919 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 83,014 | $ 22 | $ 82,992 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,193,637 | |||||||||||||
Adjustments to Additional Paid in Capital, Change in Value of Redeemable Noncontrolling Interests | (1,505) | (1,505) | 1,505 | |||||||||||
Parent cash dividends declared | (439,327) | (439,327) | ||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Excluding Redeemable Noncontrolling Interest, Net of Tax | 97,123 | 97,230 | (107) | |||||||||||
Temporary Equity, Foreign Currency Translation Adjustments | (1,260) | |||||||||||||
Market Value Adjustments for Securities | 0 | |||||||||||||
Net income (loss) | 163,953 | |||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 163,200 | 161,100 | 2,100 | |||||||||||
Temporary Equity, Net Income | 753 | |||||||||||||
Noncontrolling interests equity contributions | 0 | 0 | ||||||||||||
Noncontrolling interest equity contributions, redeemable noncontrolling interests | 13,230 | |||||||||||||
Noncontrolling interests dividends | (1,956) | (1,956) | ||||||||||||
Temporary Equity, Accretion of Dividends | (1,501) | |||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 1,497 | 1,497 | ||||||||||||
Balance at Sep. 30, 2017 | $ 1,868,646 | $ 2,668 | $ 3,601,201 | $ (1,621,538) | $ (115,343) | $ 1,658 | ||||||||
Balance (in shares) at Sep. 30, 2017 | 266,882,282 | 266,882,282 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Redeemable Noncontrolling Interest | $ 67,424 | $ 67,424 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 163,953 | $ 57,708 |
Income (loss) from discontinued operations, net of tax | (3,421) | 3,628 |
Adjustments to reconcile net income (loss) to cash flows from operating activities: | ||
Depreciation | 302,480 | 267,280 |
Amortization (includes amortization of deferred financing costs and discount of $9,241 and $11,904 for the nine months ended September 30, 2016 and 2017, respectively) | 90,743 | 68,857 |
Revenue reduction associated with amortization of permanent withdrawal fees | 8,627 | 9,047 |
Stock-based compensation expense | 22,853 | 21,870 |
(Benefit) Provision for deferred income taxes | (28,219) | (22,196) |
Gains (Losses) on Extinguishment of Debt Non Cash | 48,298 | 9,283 |
(Gain) Loss on disposal/write-down of property, plant and equipment, net (including real estate) | (2,532) | (1,490) |
Gain (Loss) on Disposition of Business | 0 | 14,000 |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | (38,869) | 0 |
Foreign currency transactions and other, net | 35,621 | 14,959 |
Changes in Assets and Liabilities (exclusive of acquisitions): | ||
Accounts receivable | (59,927) | (6,996) |
Prepaid expenses and other | (8,210) | (642) |
Accounts payable | 15,993 | (39,073) |
Accrued expenses and deferred revenue | (37,498) | 39,553 |
Other assets and long-term liabilities | 5,556 | (9,580) |
Cash Flows from Operating Activities - Continuing Operations | 522,290 | 418,952 |
Cash Flows from Operating Activities - Discontinued Operations | (3,421) | 3,640 |
Cash Flows from Operating Activities | 518,869 | 422,592 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (243,746) | (246,029) |
Cash paid for acquisitions, net of cash acquired | (194,128) | (276,371) |
Acquisition of customer relationships | (43,556) | (24,756) |
Customer inducements | (13,331) | (16,099) |
Net proceeds from Divestments (see Note 10) | 2,423 | 53,950 |
Proceeds from sales of property and equipment and other, net (including real estate) | 8,937 | 2,197 |
Cash Flows from Investing Activities—Continuing Operations | (483,401) | (507,108) |
Cash Flows from Investing Activities—Discontinued Operations | 0 | (12) |
Cash Flows from Investing Activities | (483,401) | (507,120) |
Cash Flows from Financing Activities: | ||
Repayment of revolving credit, term loan and bridge facilities and other debt | (9,662,160) | (11,560,385) |
Proceeds from revolving credit, term loan and bridge facilities and other debt | 9,866,760 | 11,427,389 |
Early Repayment of Subordinated Debt | 1,193,882 | 0 |
Net proceeds from sales of senior notes | 1,320,183 | 925,443 |
Debt financing and equity contribution from noncontrolling interests | 13,230 | 1,299 |
Debt repayment and equity distribution to noncontrolling interests | (3,601) | (1,305) |
Parent cash dividends | (292,980) | (360,462) |
Net proceeds (payments) associated with employee stock-based awards | 6,615 | 26,374 |
Excess tax benefits (deficiency) from stock-based compensation | 0 | 91 |
Payment of debt financing and stock issuance costs | (12,685) | (17,107) |
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | 41,480 | 441,337 |
Cash Flows from Financing Activities—Discontinued Operations | 0 | 0 |
Net Cash Provided by (Used in) Financing Activities | 41,480 | 441,337 |
Effect of Exchange Rates on Cash and Cash Equivalents | 24,454 | (27,062) |
Increase (Decrease) in cash and cash equivalents | 101,402 | 329,747 |
Cash and cash equivalents, beginning of period | 236,484 | 128,381 |
Cash and cash equivalents, end of period | 337,886 | 458,128 |
Non-Cash Investing and Financing Activities: | ||
Capital Leases | 123,116 | 45,997 |
Accrued Capital Expenditures | 50,085 | 47,900 |
Dividends Payable | 151,972 | 5,193 |
Cash Paid for Interest | 309,357 | 226,770 |
Cash Paid for Income Taxes, Net | 67,716 | 49,776 |
Equity method investment, fair value | 17,973 | 0 |
Recall Holdings Limited [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Stock Issued During Period, Value, Acquisitions | 0 | 1,835,026 |
FORTRUST [Member] | ||
Non-Cash Investing and Financing Activities: | ||
Stock Issued During Period, Value, Acquisitions | $ 83,014 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS9
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
Deferred financing costs and discount included in Amortization | $ 11,904 | $ 9,241 |
General
General | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | The interim condensed 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 and Africa. We have a diversified customer base consisting of commercial, legal, financial, healthcare, insurance, life sciences, energy, business services, entertainment and government organizations. The unaudited condensed 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 Condensed 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, 2016 included in our Annual Report on Form 10-K filed with the SEC on February 23, 2017 (our "Annual Report"). We have been organized and have operated as a real estate investment trust for United States federal income tax purposes ("REIT") since our taxable year ended December 31, 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"). See Note 4. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | This Note 2 to Notes to Condensed 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, Redeemable Noncontrolling Interests and Noncontrolling Interests in the accompanying Condensed 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 (i) borrowings in certain foreign currencies under our Former Revolving Credit Facility and Revolving Credit Facility (each as defined and discussed more fully in Note 5), (ii) our Euro Notes (as defined and discussed more fully in Note 5), and (iii) 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 Condensed Consolidated Statements of Operations. Total loss on foreign currency transactions for the three and nine months ended September 30, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Total loss on foreign currency transactions $ 10,685 $ 11,865 $ 15,336 $ 27,900 b. Goodwill and Other Intangible Assets Goodwill Goodwill is not amortized but is reviewed annually for impairment, or more frequently if impairment indicators arise. 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, 2016 and concluded there was no impairment of goodwill at such date. As of December 31, 2016 and September 30, 2017, no factors were identified that would alter our October 1, 2016 goodwill impairment analysis. 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. Our reporting units as of December 31, 2016 are described in detail in Note 2.h. to Notes to Consolidated Financial Statements included in our Annual Report. The goodwill associated with acquisitions completed during the first nine months of 2017 (which are described in Note 4) has been incorporated into our reporting units as they existed as of December 31, 2016. During the nine months ended September 30, 2017, there were certain changes to the composition of our reporting units, which are described below. i. Impact of Russia and Ukraine Divestment Prior to the Russia and Ukraine Divestment (as defined in Note 10), our businesses in Russia and Ukraine were a component of our Northern and Eastern Europe reporting unit. As disclosed in Note 10, on May 30, 2017, Iron Mountain EES Holdings Ltd. ("IM EES"), a consolidated subsidiary of IMI, sold its records and information management operations in Russia and Ukraine. As a result of the Russia and Ukraine Divestment, $3,515 of goodwill associated with our Northern and Eastern Europe reporting unit was allocated, on a relative fair value basis, to the Russia and Ukraine Divestment and included in the carrying value of the divested businesses. See Note 10 for additional information regarding the Russia and Ukraine Divestment. ii. Northern and Eastern Europe, Africa and India reporting units During the second quarter of 2017, as a result of changes in the management of our businesses included in our Other International Business segment, we reassessed the composition of our reporting units. As a result of this reassessment, we determined that our businesses in our former Africa and India reporting unit, which included our businesses in South Africa and India, as well as our business in the United Arab Emirates which was acquired in the first quarter of 2017, were now being managed in conjunction with our businesses included in our Northern and Eastern Europe reporting unit. This newly formed reporting unit, which consists of (i) the businesses included in our former Northern and Eastern Europe reporting unit and (ii) our businesses in the United Arab Emirates, South Africa and India is referred to as the Northern/Eastern Europe and Middle East, Africa and India, or NEE and MEAI, reporting unit. iii. North American Secure Shredding reporting unit During the second quarter of 2017, we reassessed the composition of our reporting units included in our North American Records and Information Management Business segment. As a result of this reassessment, we determined that the discrete financial information and operating results of our North American Secure Shredding business are no longer being regularly reviewed by the segment manager of our North American Records and Information Management Business segment. Therefore, we have concluded that our secure shredding operations in North America no longer constitute a separate reporting unit and that our North American Records and Information Management Business segment consists of one reporting unit, which is referred to as the North American Records and Information Management reporting unit. The changes in the carrying value of goodwill attributable to each reportable operating segment for the nine months ended September 30, 2017 are as follows: North American North American Western European Business Other International Business Corporate and Other Business Total Gross Balance as of December 31, 2016 $ 2,485,806 $ 559,443 $ 405,571 $ 743,126 $ 25,922 $ 4,219,868 Deductible goodwill acquired during the year 409 — — 620 717 1,746 Non-deductible goodwill acquired during the year — 13,919 16,947 26,886 1,899 59,651 Goodwill allocated to Russia and Ukraine Divestment (see Note 10) — — — (3,515 ) — (3,515 ) Fair value and other adjustments(1) (24,801 ) 208 9,749 20,042 — 5,198 Currency effects 14,670 4,180 33,889 51,300 — 104,039 Gross Balance as of September 30, 2017 $ 2,476,084 $ 577,750 $ 466,156 $ 838,459 $ 28,538 $ 4,386,987 Accumulated Amortization Balance as of December 31, 2016 $ 204,895 $ 53,753 $ 56,150 $ 49 $ — $ 314,847 Currency effects 535 134 800 15 — 1,484 Accumulated Amortization Balance as of September 30, 2017 $ 205,430 $ 53,887 $ 56,950 $ 64 $ — $ 316,331 Net Balance as of December 31, 2016 $ 2,280,911 $ 505,690 $ 349,421 $ 743,077 $ 25,922 $ 3,905,021 Net Balance as of September 30, 2017 $ 2,270,654 $ 523,863 $ 409,206 $ 838,395 $ 28,538 $ 4,070,656 Accumulated Goodwill Impairment Balance as of December 31, 2016 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 Accumulated Goodwill Impairment Balance as of September 30, 2017 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 _______________________________________________________________________________ (1) Total fair value and other adjustments include $5,198 in net adjustments primarily related to property, plant and equipment, customer relationship intangible assets and deferred income taxes (which represent adjustments within the applicable measurement period to provisional amounts recognized in purchase accounting). 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 eight to 30 years and are included in depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. 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 costs ("Move Costs"), are amortized over periods ranging from eight to 30 years and are included in depreciation and amortization in the accompanying Condensed 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 three to 15 years and are included in storage and service revenue in the accompanying Condensed Consolidated Statements of Operations. Move Costs and Permanent Withdrawal Fees are collectively referred to as "Customer Inducements". If a 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 finite-lived intangible assets, including trade names, noncompetition agreements and trademarks, are capitalized and amortized over periods ranging from three to 10 years and are included in depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. The components of our finite-lived intangible assets as of December 31, 2016 and September 30, 2017 are as follows: December 31, 2016 September 30, 2017 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Customer relationship intangible assets and Customer Inducements $ 1,604,020 $ (351,497 ) $ 1,252,523 $ 1,810,871 $ (425,723 ) $ 1,385,148 Other finite-lived intangible assets (included in other assets, net) 24,788 (7,989 ) 16,799 20,990 (9,616 ) 11,374 Total $ 1,628,808 $ (359,486 ) $ 1,269,322 $ 1,831,861 $ (435,339 ) $ 1,396,522 Amortization expense associated with finite-lived intangible assets and revenue reduction associated with the amortization of Permanent Withdrawal Fees for the three and nine months ended September 30, 2016 and 2017 are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Amortization expense associated with finite-lived intangible assets $ 26,310 $ 27,940 $ 59,616 $ 78,839 Revenue reduction associated with amortization of Permanent Withdrawal Fees 2,947 2,721 9,047 8,627 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") and performance units ("PUs"). The stock options, RSUs, PUs and shares of stock issued under our employee stock purchase plan ("ESPP") are collectively the "Employee Stock-Based Awards". 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 for the three and nine months ended September 30, 2017 was $7,761 ( $6,851 after tax or $0.03 per basic and diluted share) and $22,853 ( $20,174 after tax or $0.08 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Condensed Consolidated Statements of Operations is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cost of sales (excluding depreciation and amortization) $ 28 $ 25 $ 80 $ 80 Selling, general and administrative expenses 5,929 7,736 21,790 22,773 Total stock-based compensation $ 5,957 $ 7,761 $ 21,870 $ 22,853 Stock Options A summary of our stock options outstanding as of September 30, 2017 by vesting terms is as follows: September 30, 2017 Stock Options Outstanding % of Stock Options Outstanding Three-year vesting period (10 year contractual life) 3,386,180 88.5 % Five-year vesting period (10 year contractual life) 442,171 11.5 % 3,828,351 100.0 % The weighted average fair value of stock options granted for the nine months ended September 30, 2016 and 2017 was $2.55 and $4.26 per share, respectively. These values were estimated on the date of grant using the Black-Scholes option pricing model. The weighted average assumptions used for grants in the respective periods are as follows: Nine Months Ended Weighted Average Assumptions 2016 2017 Expected volatility 27.2 % 25.8 % Risk-free interest rate 1.32 % 1.96 % Expected dividend yield 7 % 6 % Expected life 5.6 years 5.0 years Expected volatility is calculated utilizing daily historical volatility over a period that equates to the expected life of the 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 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, 2017 is as follows: Stock Options Weighted Weighted Average Outstanding at December 31, 2016 3,451,698 $ 31.79 Granted 1,007,224 36.89 Exercised (572,677 ) 24.51 Forfeited (56,113 ) 33.50 Expired (1,781 ) 38.83 Outstanding at September 30, 2017 3,828,351 $ 34.20 7.42 $ 21,436 Options exercisable at September 30, 2017 1,751,045 $ 31.44 5.83 $ 15,332 Options expected to vest 1,966,919 $ 36.54 8.76 $ 5,789 The aggregate intrinsic value of stock options exercised for the three and nine months ended September 30, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Aggregate intrinsic value of stock options exercised $ 5,433 $ 3,142 $ 16,792 $ 6,989 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 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, 2016 and 2017 are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cash dividends accrued on RSUs $ 620 $ 615 $ 1,867 $ 1,960 Cash dividends paid on RSUs 129 183 1,960 2,122 The fair value of RSUs vested during the three and nine months ended September 30, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Fair value of RSUs vested $ 1,486 $ 1,933 $ 19,271 $ 18,006 A summary of RSU activity for the nine months ended September 30, 2017 is as follows: RSUs Weighted- Non-vested at December 31, 2016 1,163,393 $ 33.21 Granted 592,119 36.66 Vested (550,683 ) 32.70 Forfeited (88,226 ) 34.98 Non-vested at September 30, 2017 1,116,603 $ 35.15 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 either (i) a subset of the Standard & Poor's 500 Index (for certain PUs granted prior to 2017), or (ii) a subset of the MSCI United States REIT Index (for certain PUs granted in 2017), rather than the revenue and ROIC targets noted above. The number of PUs earned based on the applicable 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, 2016 and 2017 are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cash dividends accrued on PUs $ 264 $ 315 $ 789 $ 960 Cash dividends paid on PUs — — 645 205 During the nine months ended September 30, 2017 , we issued 229,692 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. The fair value of PUs based on our performance against revenue and ROIC targets is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero). 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, 2017 , we expected 50% , 100% and 100% achievement of the predefined revenue and ROIC targets associated with the awards of PUs made in 2015 , 2016 and 2017 , respectively. The fair value of earned PUs that vested during the three and nine months ended September 30, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Fair value of earned PUs that vested $ 17 $ 52 $ 5,272 $ 957 A summary of PU activity for the nine months ended September 30, 2017 is as follows: Original PU Adjustment(1) Total Weighted- Non-vested at December 31, 2016 559,340 (121,038 ) 438,302 $ 33.67 Granted 229,692 — 229,692 41.93 Vested (34,242 ) — (34,242 ) 27.95 Forfeited/Performance or Market Conditions Not Achieved (19,188 ) (129,029 ) (148,217 ) 29.66 Non-vested at September 30, 2017 735,602 (250,067 ) 485,535 $ 39.20 _______________________________________________________________________________ (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, 2016 and 2017, there were 56,662 shares and 60,167 shares, respectively, purchased under the ESPP. As of September 30, 2017 , we had 667,427 shares available under the ESPP. _______________________________________________________________________________ As of September 30, 2017 , unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $44,965 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, the vesting of RSUs and PUs and under our ESPP from unissued reserved shares. . 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, RSUs or PUs) 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, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Income (loss) from continuing operations $ 5,759 $ 25,382 $ 54,080 $ 167,374 Less: Net income (loss) attributable to noncontrolling interests 720 (21 ) 1,822 2,853 Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation) $ 5,039 $ 25,403 $ 52,258 $ 164,521 Income (loss) from discontinued operations, net of tax $ 2,041 $ (1,058 ) $ 3,628 $ (3,421 ) Net income (loss) attributable to Iron Mountain Incorporated $ 7,080 $ 24,345 $ 55,886 $ 161,100 Weighted-average shares—basic 263,269,000 265,198,000 240,394,000 264,423,000 Effect of dilutive potential stock options 640,202 414,258 628,263 423,688 Effect of dilutive potential RSUs and PUs 592,773 526,725 497,658 446,002 Weighted-average shares—diluted 264,501,975 266,138,983 241,519,921 265,292,690 Earnings (losses) per share—basic: Income (loss) from continuing operations $ 0.02 $ 0.10 $ 0.22 $ 0.62 Income (loss) from discontinued operations, net of tax 0.01 — 0.02 (0.01 ) Net income (loss) attributable to Iron Mountain Incorporated(1) $ 0.03 $ 0.09 $ 0.23 $ 0.61 Earnings (losses) per share—diluted: Income (loss) from continuing operations $ 0.02 $ 0.10 $ 0.22 $ 0.62 Income (loss) from discontinued operations, net of tax 0.01 — 0.02 (0.01 ) Net income (loss) attributable to Iron Mountain Incorporated(1) $ 0.03 $ 0.09 $ 0.23 $ 0.61 Antidilutive stock options, RSUs and PUs, excluded from the calculation 759,478 2,620,225 1,725,249 2,605,203 _______________________________________________________________________________ (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 ("QRSs") 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, 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 for 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 6 to Notes to Consolidated Financial Statements included in our Annual Report), which had no associated tax benefit. Our effective tax rates for the three and nine months ended September 30, 2017 were 8.0% and 15.1% , respectively. The primary reconciling items between the federal statutory tax rate of 35.0% and our overall effective tax rate for the three months ended September 30, 2017 were the benefit derived from the dividends paid deduction, differences in the rates of tax at which our foreign earnings are subject and a release of valuation allowances on certain of our foreign net operating losses of $18,457 as a result of the merger of certain of our foreign subsidiaries. The primary reconciling items between the federal statutory tax rate of 35.0% and our overall effective tax rate for the nine months ended September 30, 2017 were the benefit derived from the dividends paid deduction, differences in the rates of tax at which our foreign earnings are subject and a release of valuation allowances on certain of our foreign net operating losses of $25,968 as a result of the merger of certain of our foreign subsidiaries. During 2016, as a result of the closing of the Recall Transaction and the subsequent integration of Recall's operations into our operations, we reassessed our intentions regarding the indefinite reinvestment of current and future undistributed earnings of our unconverted foreign TRSs outside the United States (the "2016 Indefinite Reinvestment Assessment"). As a result of the 2016 Indefinite Reinvestment Assessment, we concluded that it is our intent to indefinitely reinvest our current and future undistributed earnings of our unconverted foreign TRSs outside the United States. Accordingly, we no longer provide incremental foreign withholding taxes on the retained book earnings of these unconverted foreign TRSs. As a REIT, future repatriation of incremental undistributed earnings of our foreign subsidiaries will not be subject to federal or state income tax, with the exception of foreign withholding taxes in limited instances; however, such future repatriations will require distribution in accordance with REIT distribution rules, and any such distribution may then be taxable, as appropriate, at the stockholder level. We continue, however, to provide for incremental foreign withholding taxes on net book over outside basis differences related to the earnings of our foreign QRSs and certain of our converted TRSs. f. Concentrations of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including time deposits) and accounts receivable. The only significant concentrations of liquid investments as of December 31, 2016 and September 30, 2017 , respectively, related to cash and cash equivalents. At December 31, 2016 and September 30, 2017, we had time deposits with six global banks. As of December 31, 2016 and September 30, 2017 , our cash and cash equivalents was $236,484 and $337,886 , respectively, including time deposits of $22,240 and $55,132 , 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, 2016 and September 30, 2017 , respectively, are as follows: Fair Value Measurements at Description Total Carrying Value at December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 22,240 $ — $ 22,240 $ — Trading Securities 10,659 10,181 (2) 478 (1) — Fair Value Measurements at Description Total Carrying Value at September 30, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 55,132 $ — $ 55,132 $ — Trading Securities 11,252 10,741 (2) 511 (1) — Derivative Assets(3) 808 — 808 — _______________________________________________________________________________ (1) Time deposits and certain trading securities (included in Prepaid expenses and other in our Condensed Consolidated Balance Sheets) are measured based on quoted prices for similar assets and/or subsequent transactions. (2) Certain trading securities are measured at fair value using quoted market prices. (3) Derivative assets relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge certain of our foreign exchange intercompany exposures, as more fully disclosed at Note 3. We calculate the value of such forward contracts by adjusting the spot rate utilized at the balance sheet date for translation purposes by an estimate of the forward points observed in active markets. 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, 2016 and September 30, 2017, with the exception of: (i) goodwill (as disclosed in Note 2.b.); (ii) the assets and liabilities acquired through acquisitions (as disclosed in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report and Note 4); (iii) the Access Contingent Consideration (as defined and disclosed in Note 10); (iv) the redemption value of certain redeemable noncontrolling interests (as disclosed in Note 2.x. in Notes to Consolidated Financial Statements included in our Annual Report); and (v) our investment in OSG Records Management (Europe) Limited (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 Condensed Consolidated Balance Sheets as of December 31, 2016 and September 30, 2017 . h. Accumulated Other Comprehensive Items, Net The changes in accumulated other comprehensive |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2017 | |
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 associated with certain foreign currencies. At the maturity of the forward contracts, we may enter into new forward contracts to hedge movements in the underlying currencies. At the time of settlement, we either pay or receive the net settlement amount from the forward contract and recognize this amount in Other expense (income), net in the Consolidated Statements of Operations as a realized foreign exchange gain or loss. At the end of each month, we mark the outstanding forward contracts to market and record an unrealized foreign exchange gain or loss for the mark-to-market valuation. We have not designated any of the forward contracts we have entered into as hedges. Our policy is to record the fair value of each derivative instrument on a gross basis. As of December 31, 2016 , we had no forward contracts outstanding. As of September 30, 2017 , we had outstanding forward contracts to purchase 135,000 Euros and sell $159,591 United States dollars to hedge our foreign exchange exposures associated with the Euro. As of September 30, 2017, we recorded a derivative asset of $808 as a component of Prepaid expenses and other on our Condensed Consolidated Balance Sheet, associated with open forward contracts as of September 30, 2017. During the three and nine months ended September 30, 2016, there were no cash receipts or payments included in cash from operating activities from continuing operations related to settlements associated with foreign currency forward contracts. During the three and nine months ended September 30, 2017, cash receipts included in cash from operating activities from continuing operations related to settlements associated with foreign currency forward contracts was $7,643 and $8,536 , respectively. We have designated a portion of our (i) Euro denominated borrowings by IMI under our Former Revolving Credit Facility and (ii) Euro Notes (as defined in Note 5) as a hedge of net investment of certain of our Euro denominated subsidiaries. For the nine months ended September 30, 2016, we designated, on average, 29,858 Euros of our Euro denominated borrowings by IMI under our Former Revolving Credit Facility as a hedge of net investment of certain of our Euro denominated subsidiaries. For the nine months ended September 30, 2017, we designated, on average, 84,443 Euros of our Euro denominated borrowings by IMI under our Former Revolving Credit Facility and Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we recorded the following foreign exchange gains (losses), 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 2016 2017 2016 2017 Foreign exchange (losses) gains $ (313 ) $ (4,211 ) $ (901 ) $ (12,359 ) Less: Tax (benefit) expense on foreign exchange (losses) gains — — — — Foreign exchange (losses) gains, net of tax $ (313 ) $ (4,211 ) $ (901 ) $ (12,359 ) As of September 30, 2017 , cumulative net gains of $5,844 , net of tax, are recorded in accumulated other comprehensive items, net associated with this net investment hedge. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
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 completed in 2017 was primarily provided through cash flows from operating activities and borrowings, as well as cash and cash equivalents on-hand. a. Acquisition of Recall in 2016 On May 2, 2016 (Sydney, Australia time), we completed the Recall Transaction. At the closing of the Recall Transaction, we paid approximately $331,800 in cash 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 . 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 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”). The Divestments, all of which were completed during the year ended December 31, 2016, are defined in Note 6 to Notes to Consolidated Financial Statements included in our Annual Report and are described in greater detail within that note, as well as within Note 10 in this Quarterly Report, were as follows: i. United States • The Initial United States Divestments • The Seattle/Atlanta Divestments ii. Australia • The Australia Divestment Business iii. Canada • The Recall Canadian Divestments • The Iron Mountain Canadian Divestments iv. United Kingdom • The UK Divestments 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, purchase accounting adjustments (including amortization expenses from acquired intangible assets, depreciation of acquired property, plant and equipment and amortization of favorable and unfavorable operating leases), stock-based compensation and related tax effects. Through September 30, 2017 , we and Recall have collectively incurred $140,661 of operating expenditures to complete the Recall Transaction (including advisory and professional fees and costs to complete the Divestments 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, excludes 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. See Note 10 for information regarding our conclusion with respect to the presentation of these divestments 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 through the closing date of the Australia Sale (as defined in Note 10), in the case of the Australia Divestment Business, and through the closing date of the ARKIVE Sale (as defined in Note 10), in the case of the Iron Mountain Canadian Divestments, as these businesses do not qualify for discontinued operations. See Note 10 for information regarding our conclusion that these divestments do not meet the criteria to be reported as discontinued operations. The Australia Divestment Business and the Iron Mountain Canadian Divestments, collectively, represent $12,951 and $39,678 of total revenues for the three and nine months ended September 30, 2016, respectively, and $1,012 and $2,504 of total income from continuing operations for the three and nine months ended September 30, 2016, respectively. Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Total Revenues $ 942,822 $ 2,829,736 Income from Continuing Operations $ 7,843 $ 86,677 Per Share Income from Continuing Operations - Basic $ 0.03 $ 0.33 Per Share Income from Continuing Operations - Diluted $ 0.03 $ 0.33 In addition to our acquisition of Recall, we completed certain other acquisitions during 2016 and 2017. The Pro Forma Financial Information does not reflect these acquisitions due to the insignificant impact of these acquisitions on our consolidated results of operations. b. Other Noteworthy Acquisitions In November 2016, we entered into a binding agreement to acquire the information management assets and operations of Santa Fe Group A/S ("Santa Fe") in ten regions within Europe and Asia in order to expand our presence in southeast Asia and western Europe. In December 2016, we acquired the information management assets and operations of Santa Fe in Hong Kong, Malaysia, Singapore, Spain and Taiwan (the “2016 Santa Fe Transaction”) for approximately 15,200 Euros (approximately $16,000 , based upon the exchange rate between the United States dollar and the Euro as of December 30, 2016, the closing date of the 2016 Santa Fe Transaction). Of the total purchase price, 13,500 Euros (or approximately $14,200 , based upon the exchange rate between the United States dollar and the Euro on the closing date of the 2016 Santa Fe Transaction) was paid during the year ended December 31, 2016, and the remaining balance is due on the 18-month anniversary of the closing of the 2016 Santa Fe Transaction. During the first half of 2017, we acquired, in two separate transactions, (i) the information management assets and operations of Santa Fe in Macau and South Korea, and (ii) the information management assets and operations of Santa Fe in India, Indonesia and the Philippines (collectively, the “2017 Santa Fe Transaction”) for an aggregate purchase price of approximately 11,700 Euros (or approximately $13,000 , based upon the exchange rate between the United States dollar and the Euro on the closing dates of the respective transactions). In June 2017, in order to expand our presence in Peru, we acquired the information management assets and operations of Ransa Comercial, S.A. and Depositos, S.A. (the "Ransa and Depositos Transaction"), two records and information management companies with operations in Peru, for approximately $14,700 . In July 2017, in order to expand our European operations, we acquired Fileminders Ltd., a storage and records management company with operations in Cyprus (the "Fileminders Transaction"), for approximately 24,900 Euros (or approximately $28,500 , based upon the exchange rate between the United States dollar and the Euro on the closing date of the acquisition). In September 2017, in order to expand our data center operations in the United States, we acquired Mag Datacenters LLC, which operates Fortrust LLC ("Fortrust"), a private data center business with operations in Denver, Colorado (the “Fortrust Transaction”). At the closing of the Fortrust Transaction, we paid approximately $54,500 in cash (the "Fortrust Cash Consideration") and issued 2,193,637 shares of our common stock (the "Fortrust Stock Consideration"). The shares of our common stock issued to the former owners of Fortrust in connection with the Fortrust Transaction contain certain restrictions that impact the marketability of such shares for a period of six months following the closing date of the Fortrust Transaction (the “Lack of Marketability Restriction”). The 2,193,637 shares issued as part of the Fortrust Stock Consideration were valued at approximately $37.84 per share, which represents the closing price of our common stock as of August 31, 2017 (the last day of trading on the NYSE prior to the closing of the Fortrust Transaction), discounted for the Lack of Marketability Restriction, resulting in a total purchase price (including the Fortrust Cash Consideration and the Fortrust Stock Consideration) of approximately $137,500 . In September 2017, in order to expand our existing entertainment services operations in the United States and to expand our entertainment services operations into Canada, France, Hong Kong, the Netherlands and the United Kingdom, we acquired Bonded Services of America, Inc. and Bonded Services Acquisition, Ltd., providers of media asset management services for global entertainment and media companies (the “Bonded Transaction”), for approximately 62,000 British pounds sterling (or approximately $83,000 , based upon the exchange rate between the British pound sterling and the United States dollar on September 29, 2017, the closing date of the Bonded Transaction). In addition to the transactions noted above, during 2017, in order to enhance our existing operations in the United States, Greece and South Africa and to expand our operations into the United Arab Emirates, we completed the acquisition of three storage and records management companies, one storage and data management company and one art storage company for total consideration of approximately $15,100 . The individual purchase prices of these acquisitions ranged from approximately $1,400 to approximately $4,400 . A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2017 acquisitions through September 30, 2017 is as follows: Cash Paid (gross of cash acquired)(1) $ 207,772 Fair Value of Common Stock Issued 83,014 Fair Value of Noncontrolling Interests 1,497 Total Consideration 292,283 Fair Value of Identifiable Assets Acquired: Cash 13,781 Accounts Receivable and Prepaid Expenses 15,648 Other Assets 1,687 Property, Plant and Equipment(2) 135,369 Customer Relationship Intangible Assets & Acquired in Place Lease Value(3) 86,052 Other Intangible Assets 14,487 Debt Assumed (3,934 ) Accounts Payable, Accrued Expenses and Other Liabilities (22,200 ) Deferred Income Taxes (10,004 ) Total Fair Value of Identifiable Net Assets Acquired 230,886 Goodwill Initially Recorded(4) $ 61,397 _______________________________________________________________________________ (1) Included in cash paid for acquisitions in the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2017 is net cash acquired of $13,781 and contingent and other payments, net of $137 related to acquisitions made in previous years. (2) Consists primarily of building, building improvements, racking structures and warehouse equipment. These assets are depreciated using the straight-line method with the useful lives as noted in Note 2.f. to Notes to Consolidated Financial Statements included in our Annual Report. (3) The weighted average lives of customer relationship intangible assets associated with acquisitions in 2017 was 11 years. The weighted average life of the acquired in place lease value associated with acquisitions in 2017 was 6 years. (4) The goodwill associated with acquisitions 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 the acquired businesses. Allocations of the purchase price for acquisitions made in 2016 and 2017 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. The preliminary purchase price allocations that are not finalized as of September 30, 2017 primarily relate to the final assessment of the fair values of intangible assets (primarily customer relationship intangible assets and acquired in-place lease value), property, plant and equipment (primarily building, building improvements and racking structures), operating leases, contingencies and income taxes (primarily deferred income taxes), primarily associated with the 2017 Santa Fe Transaction, the Ransa and Depositos Transaction, the Fileminders Transaction, the Fortrust Transaction, the Bonded Transaction, as well as other acquisitions which closed in 2017. 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 and nine months ended September 30, 2017 were not material to our results from operations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Long-term debt is as follows: December 31, 2016 September 30, 2017 Debt (inclusive of discount) Unamortized Deferred Financing Costs Carrying Amount Fair Debt (inclusive of discount) Unamortized Deferred Financing Costs Carrying Amount Fair Former Revolving Credit Facility $ 953,548 $ (7,530 ) $ 946,018 $ 953,548 $ — $ — $ — $ — Former Term Loan 234,375 — 234,375 234,375 — — — — Revolving Credit Facility — — — — 1,165,538 (15,189 ) 1,150,349 1,165,538 Term Loan — — — — 246,875 — 246,875 246,875 Australian Dollar Term Loan (the "AUD Term Loan") 177,198 (3,774 ) 173,424 178,923 189,273 (3,572 ) 185,701 190,905 6% Senior Notes due 2020 (the "6% Notes due 2020")(1)(2) 1,000,000 (12,730 ) 987,270 1,052,500 — — — — 4 3 / 8 % Senior Notes due 2021 (the "4 3 / 8 % Notes")(1)(2) 500,000 (7,593 ) 492,407 511,250 500,000 (6,304 ) 493,696 516,250 6 1 / 8 % CAD Senior Notes due 2021 (the "CAD Notes due 2021")(3) 148,792 (1,635 ) 147,157 155,860 — — — — 6 1 / 8 % GBP Senior Notes due 2022 (the "GBP Notes")(2) 493,648 (6,214 ) 487,434 527,562 535,902 (5,860 ) 530,042 559,375 6% Senior Notes due 2023 (the "6% Notes due 2023")(1) 600,000 (7,322 ) 592,678 637,500 600,000 (6,498 ) 593,502 635,280 5 3 / 8 % CAD Senior Notes due 2023 (the "CAD Notes due 2023")(2)(3) 185,990 (3,498 ) 182,492 188,780 200,449 (3,229 ) 197,220 209,219 5 3 / 4 % Senior Subordinated Notes due 2024 (the "5 3 / 4 % Notes")(1) 1,000,000 (10,529 ) 989,471 1,027,500 1,000,000 (9,499 ) 990,501 1,030,000 3% Euro Senior Notes due 2025 (the "Euro Notes")(1)(2)(4) — — — — 354,435 (4,854 ) 349,581 357,979 5 3 / 8 % Senior Notes due 2026 (the "5 3 / 8 % Notes")(2) 250,000 (4,044 ) 245,956 242,500 250,000 (3,722 ) 246,278 262,175 4 7 / 8 % Senior Notes due 2027 (the "4 7 / 8 % Notes")(1)(2)(4) — — — — 1,000,000 (14,013 ) 985,987 1,016,300 Real Estate Mortgages, Capital Leases and Other 478,565 (1,277 ) 477,288 478,565 609,120 (741 ) 608,379 609,120 Accounts Receivable Securitization Program 247,000 (384 ) 246,616 247,000 254,073 (390 ) 253,683 254,073 Mortgage Securitization Program 50,000 (1,405 ) 48,595 50,000 50,000 (1,310 ) 48,690 50,000 Total Long-term Debt 6,319,116 (67,935 ) 6,251,181 6,955,665 — (75,181 ) 6,880,484 Less Current Portion (172,975 ) — (172,975 ) (180,390 ) — (180,390 ) Long-term Debt, Net of Current Portion $ 6,146,141 $ (67,935 ) $ 6,078,206 $ 6,775,275 $ (75,181 ) $ 6,700,094 ______________________________________________________________ (1) Collectively, the "Parent Notes". (2) Collectively, the "Unregistered Notes". (3) Collectively, the "CAD Notes". (4) The fair value (Level 1 of fair value hierarchy described in Note 2.s. to Notes to Consolidated Financial Statements included in our Annual Report) of the Euro Notes and the 4 7 / 8 % Notes is based upon quoted market prices for the Euro Notes and the 4 7 / 8 % Notes on September 30, 2017. See Note 4 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments). The levels of the fair value hierarchy used to determine the fair value of our debt as of September 30, 2017 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 2016 (which are disclosed in our Annual Report). Additionally, see Note 6 for information regarding which of our consolidated subsidiaries guarantee certain of our debt instruments. a. Credit Agreement On August 21, 2017, we entered into a new credit agreement (the "Credit Agreement") which amended and restated our then existing credit agreement (the "Former Credit Agreement") which consisted of a revolving credit facility (the "Former Revolving Credit Facility") and a term loan (the "Former Term Loan") and was scheduled to terminate on July 6, 2019. The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan"). The maximum amount permitted to be borrowed under the Revolving Credit Facility is $1,750,000 . The original amount of the Term Loan is $250,000 . We have the option to request additional commitments of up to $500,000 , 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 Credit Agreement is scheduled to mature on August 21, 2022, at which point all obligations become due. The Revolving Credit Facility is supported by a group of 24 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 and Euros, 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 August 21, 2022. 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, 2017, we had $1,165,538 and $246,875 of outstanding borrowings under the Revolving Credit Facility and the Term Loan, respectively. Of the $1,165,538 of outstanding borrowings under the Revolving Credit Facility, $939,800 was denominated in United States dollars, 140,600 was denominated in Canadian dollars and 95,650 was denominated in Euros. In addition, we also had various outstanding letters of credit totaling $53,646 . The remaining amount available for borrowing under the Revolving Credit Facility as of September 30, 2017, which is 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 $530,816 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was 3.2% as of September 30, 2017 . The average interest rate in effect under the Revolving Credit Facility was 3.2% and ranged from 2.0% to 5.3% as of September 30, 2017 and the interest rate in effect under the Term Loan as of September 30, 2017 was 3.2% . 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 borrowings under the Credit Agreement, 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. 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 Former Credit Agreement as of December 31, 2016 and the Credit Agreement as of September 30, 2017 , as well as our leverage ratio under our indentures as of December 31, 2016 and September 30, 2017 , respectively, are as follows: December 31, 2016 September 30, 2017 Maximum/Minimum Allowable Net total lease adjusted leverage ratio 5.7 5.5 Maximum allowable of 6.5(1)(2) Net secured debt lease adjusted leverage ratio 2.7 2.3 Maximum allowable of 4.0 Bond leverage ratio (not lease adjusted) 5.2 5.9 Maximum allowable of 6.5(3) Fixed charge coverage ratio 2.4 2.2 Minimum allowable of 1.5 ______________________________________________________________ (1) Our maximum allowable net total lease adjusted leverage ratio under the Former Credit Agreement was 6.5 . The Former Credit Agreement also contained a provision which limited, in certain circumstances, our cash dividends in any four consecutive fiscal quarters to 95% of Funds From Operations (as defined in the Former 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 former limitation only applied in certain circumstances, including where our net total lease adjusted leverage ratio exceeded 6.0 as measured as of the end of the most recently completed fiscal quarter (the “Dividend Limitation Leverage Condition”). The Credit Agreement does not contain a Dividend Limitation Leverage Condition. The maximum allowable net total lease adjusted leverage ratio under the Credit Agreement is 6.5 . (2) The definition of the net total lease adjusted leverage ratio was modified under the Credit Agreement. The net total lease adjusted leverage ratio at September 30, 2017 was calculated as defined in the Credit Agreement, while the net total lease adjusted leverage ratio at December 31, 2016 was calculated as defined in the Former Credit Agreement. Had the net total lease adjusted leverage ratio at December 31, 2016 been calculated as defined in the Credit Agreement it would have been 5.4 . (3) The maximum allowable leverage ratio under our indenture for the 4 7 / 8 % Notes is 7.0 . Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity. b. 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 under the Former Revolving Credit Facility and for general corporate purposes. Principal payments on the AUD Term Loan are to be paid in quarterly installments in an amount equivalent to an aggregate of 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 its direct and indirect 100% owned United States subsidiaries that represent the substantial majority of its United States operations (the “Guarantors”) guarantee all obligations under the AUD Term Loan. The interest rate on the AUD Term Loan is based upon BBSY (an Australian benchmark variable interest rate) plus 4.3% . As of September 30, 2017, we had 243,750 Australian dollars ( $190,905 based upon the exchange rate between the United States dollar and the Australian dollar as of September 30, 2017 ) outstanding on the AUD Term Loan and the interest rate in effect under the AUD Term Loan was 6.0% . The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $1,725 and $1,632 as of December 31, 2016 and September 30, 2017 , respectively. c. Issuance of the Euro Notes and the 4 7 / 8 % Notes In May 2017, IMI completed a private offering of 300,000 Euro in aggregate principal amount of the Euro Notes, which were issued at par. The net proceeds to IMI from the Euro Notes of 296,250 Euro (or $332,683 , based upon the exchange rate between the Euro and the United States dollar on May 16, 2017 (the settlement date for the Euro Notes)), after deducting discounts to the initial purchasers, were used to repay outstanding borrowings under the Former Revolving Credit Facility. In September 2017, IMI completed a private offering of $1,000,000 in aggregate principal amount of the 4 7 / 8 % Notes. The 4 7 / 8 % Notes were issued at par. The net proceeds of approximately $987,500 from the 4 7 / 8 % Notes after deducting discounts to the initial purchasers, together with borrowings under the Revolving Credit Facility, were used to fund the redemption of all of the 6% Notes due 2020, as described below. IMI is the direct obligor on the Euro Notes and the 4 7 / 8 % Notes, which are fully and unconditionally guaranteed, on a senior basis, by the Guarantors. These guarantees are full and unconditional, as well as joint and several obligations of the Guarantors. Canada Company, Iron Mountain Europe PLC (“IME”), the Accounts Receivable Securitization Special Purpose Subsidiaries (as defined below), the Mortgage Securitization Special Purpose Subsidiary (as defined below) and the remainder of our subsidiaries do not guarantee the Euro Notes or the 4 7 / 8 % Notes. See Note 6. d. Redemption of CAD Notes due 2021 and 6% Notes due 2020 In August 2017, we redeemed all of the 200,000 Canadian dollars in aggregate principal outstanding of the CAD Notes due 2021 (approximately $157,458 , based upon the exchange rate between the Canadian dollar and the United States dollar on August 15, 2017 (the redemption date for the CAD Notes due 2021)) at 103.063% of par, plus accrued and unpaid interest to, but excluding the redemption date, utilizing borrowings under the Former Revolving Credit Facility. We recorded a charge of $6,354 to other expense (income), net in the third quarter of 2017 related to the early extinguishment of this debt, representing the call premium associated with the early redemption, as well as a write off of unamortized deferred financing costs. In September 2017, we redeemed all of the $1,000,000 in aggregate principal outstanding of the 6% Notes due 2020 at 103.155% of par, plus accrued and unpaid interest to, but excluding, the redemption date, utilizing the net proceeds from the issuance of the 4 7 / 8 Notes and borrowings under the Revolving Credit Facility. We recorded a charge of $41,738 to other expense (income), net in the third quarter of 2017 related to the early extinguishment of this debt, representing the call premium associated with the early redemption, as well as a write off of unamortized deferred financing costs. 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 "Accounts Receivable Securitization Special Purpose Subsidiaries"). The Accounts Receivable Securitization Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans obtained from certain financial institutions. The Accounts Receivable Securitization 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 Condensed Consolidated Balance Sheets, (ii) our Condensed 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 Condensed Consolidated Statements of Cash Flows. Iron Mountain Information Management, LLC ("IMIM") retains the responsibility of servicing the accounts receivable balances pledged as collateral for the Accounts Receivable Securitization Program and IMI provides a performance guaranty. On July 31, 2017, we amended the Accounts Receivable Securitization Program to (i) increase the maximum amount available from $250,000 to $275,000 and (ii) to extend the maturity date from March 6, 2018 to July 30, 2020, at which point all obligations become due. The maximum availability allowed under the Accounts Receivable Securitization Program is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program. As of September 30, 2017 , the maximum availability allowed and amount outstanding under the Accounts Receivable Securitization Program was $254,073 . The interest rate in effect under the Accounts Receivable Securitization Program was 2.2% as of September 30, 2017 . f. 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 Securitization Special Purpose Subsidiary"). The Mortgage Securitization Special Purpose Subsidiary then used the real estate to secure a collateralized loan obtained from Goldman Sachs. The Mortgage Securitization Special Purpose Subsidiary is a consolidated subsidiary of IMI. The Mortgage Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) real estate assets pledged as collateral remain as assets and borrowings are presented as liabilities on our Condensed Consolidated Balance Sheets, (ii) our Condensed Consolidated Statement of Operations reflects the associated charges for depreciation expense related to the pledged real estate and interest expense associated with the collateralized borrowings and (iii) borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Condensed Consolidated Statement of Cash Flows. The Mortgage Securitization Program is scheduled to terminate on November 6, 2026, at which point all obligations become due. As of September 30, 2017 , the outstanding amount under the Mortgage Securitization Program was $50,000 . The interest rate in effect under the Mortgage Securitization Program was 3.5% as of September 30, 2017 . g. Cash Pooling Certain of our subsidiaries participate in cash pooling arrangements (the “Cash Pools”) with Bank Mendes Gans (“BMG”), an independently operated fully-owned subsidiary of ING Group, in order to help manage global liquidity requirements. Under the Cash Pools, cash deposited by participating subsidiaries with BMG is pledged as security against the debit balances of other participating subsidiaries, and legal rights of offset are provided and, therefore, amounts are presented in our Condensed Consolidated Balance Sheets on a net basis. Each subsidiary receives interest on the cash balances held on deposit or pays interest on its debit balances based on an applicable rate as defined in the Cash Pools. At December 31, 2016, we had a net cash position of approximately $1,700 (which consisted of a gross cash position of approximately $69,500 less outstanding debit balances of approximately $67,800 by participating subsidiaries). During the first quarter of 2017, we significantly expanded our utilization of the Cash Pools and reduced our utilization of our financing centers in Europe for purposes of meeting our global liquidity requirements. We currently utilize two separate cash pools with BMG, one of which we utilize to manage global liquidity requirements for our QRSs (the "QRS Cash Pool") and the other for our TRSs (the "TRS Cash Pool"). During the second quarter of 2017, we executed overdraft facility agreements for the QRS Cash Pool and TRS Cash Pool, each in an amount not to exceed $10,000 . Each overdraft facility permits us to cover a temporary net debit position in the applicable pool. As of September 30, 2017 , we had a net cash position of approximately $1,000 in the QRS Cash Pool (which consisted of a gross cash position of approximately $406,300 less outstanding debit balances of approximately $405,300 by participating subsidiaries) and we had a net cash position of approximately $2,700 in the TRS Cash Pool (which consisted of a gross cash position of approximately $223,300 less outstanding debit balances of approximately $220,600 by participating subsidiaries). The net cash position balances as of December 31, 2016 and September 30, 2017 , respectively, are reflected as cash and cash equivalents in the Condensed Consolidated Balance Sheets. |
Selected Consolidated Financial
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 and September 30, 2017 and for the three and nine months ended September 30, 2016 and 2017 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, CAD Notes, GBP Notes and the 5 3 / 8 % Notes are guaranteed by the Guarantors. 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 Iron Mountain US Holdings, Inc., which is one of the Guarantors. 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, the Accounts Receivable Securitization Special Purpose Subsidiaries and the Mortgage Securitization Special Purpose Subsidiary, are referred to below as the "Non-Guarantors". As discussed below, the results of the Non-Guarantors for 2016 exclude the results of Canada Company, as those are presented in a separate column. The CAD Notes due 2021 were issued by Canada Company and registered under the Securities Act of 1933, as amended (the “Securities Act”). The CAD Notes due 2023 have not been registered under the Securities Act, or under the securities laws of any other jurisdiction. As disclosed in Note 5, we redeemed the CAD Notes due 2021 in August 2017 and, therefore, as of September 30, 2017, Canada Company had no outstanding debt registered under the Securities Act that would require the presentation of Canada Company on a standalone basis in the accompanying consolidating financial statements. Accordingly, (i) the assets, liabilities and equity of Canada Company are presented as a component of the Non-Guarantor subsidiaries in the accompanying Condensed Consolidated Balance Sheet as of September 30, 2017, (ii) the revenues, expenses and other comprehensive income (loss) of Canada Company are presented as a component of the Non-Guarantor subsidiaries in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2017, and (iii) the operating, investing and financing cash flows for Canada Company are presented as a component of the Non-Guarantor subsidiaries in the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2017. 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 or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below Condensed Consolidated Balance Sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) with respect to the relevant Parent, Guarantors, Non-Guarantors and Eliminations columns also would change. CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 2,405 $ 23,380 $ 17,110 $ 193,589 $ — $ 236,484 Accounts receivable — 53,364 37,781 600,104 — 691,249 Intercompany receivable — 653,008 21,114 — (674,122 ) — Prepaid expenses and other — 70,660 4,967 108,776 (29 ) 184,374 Total Current Assets 2,405 800,412 80,972 902,469 (674,151 ) 1,112,107 Property, Plant and Equipment, Net 483 1,804,991 159,391 1,118,461 — 3,083,326 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 4,014,330 1,000 — — (4,015,330 ) — Investment in subsidiaries 1,659,518 699,411 35,504 77,449 (2,471,882 ) — Goodwill — 2,602,784 217,422 1,084,815 — 3,905,021 Other — 765,698 49,570 571,078 — 1,386,346 Total Other Assets, Net 5,673,848 4,068,893 302,496 1,733,342 (6,487,212 ) 5,291,367 Total Assets $ 5,676,736 $ 6,674,296 $ 542,859 $ 3,754,272 $ (7,161,363 ) $ 9,486,800 Liabilities and Equity Intercompany Payable $ 558,492 $ — $ — $ 115,630 $ (674,122 ) $ — Current Portion of Long-Term Debt — 51,456 — 121,548 (29 ) 172,975 Total Other Current Liabilities 58,478 488,194 40,442 286,468 — 873,582 Long-Term Debt, Net of Current Portion 3,093,388 1,055,642 335,410 1,593,766 — 6,078,206 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 4,014,330 — — (4,015,330 ) — Other Long-term Liabilities — 127,715 54,054 188,900 — 370,669 Commitments and Contingencies (See Note 8) Redeemable Noncontrolling Interests 28,831 — — 25,866 — 54,697 Total Iron Mountain Incorporated Stockholders' Equity 1,936,547 936,959 112,953 1,421,970 (2,471,882 ) 1,936,547 Noncontrolling Interests — — — 124 — 124 Total Equity 1,936,547 936,959 112,953 1,422,094 (2,471,882 ) 1,936,671 Total Liabilities and Equity $ 5,676,736 $ 6,674,296 $ 542,859 $ 3,754,272 $ (7,161,363 ) $ 9,486,800 CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) September 30, 2017 Parent Guarantors Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents(1) $ 2,032 $ 46,752 $ 398,374 $ (109,272 ) $ 337,886 Accounts receivable — 54,728 730,156 — 784,884 Intercompany receivable — 1,147,855 — (1,147,855 ) — Prepaid expenses and other 808 98,430 106,245 (29 ) 205,454 Total Current Assets 2,840 1,347,765 1,234,775 (1,257,156 ) 1,328,224 Property, Plant and Equipment, Net 349 1,976,612 1,367,514 — 3,344,475 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 4,453,514 — — (4,453,514 ) — Investment in subsidiaries 1,926,144 958,581 — (2,884,725 ) — Goodwill — 2,571,971 1,498,685 — 4,070,656 Other — 797,890 718,761 — 1,516,651 Total Other Assets, Net 6,379,658 4,328,442 2,217,446 (7,338,239 ) 5,587,307 Total Assets $ 6,382,847 $ 7,652,819 $ 4,819,735 $ (8,595,395 ) $ 10,260,006 Liabilities and Equity Intercompany Payable $ 917,591 $ — $ 230,264 $ (1,147,855 ) $ — Debit Balances Under Cash Pools — 73,104 36,168 (109,272 ) — Current Portion of Long-Term Debt — 47,675 132,744 (29 ) 180,390 Total Other Current Liabilities 179,085 505,368 367,526 — 1,051,979 Long-Term Debt, Net of Current Portion 3,413,267 1,236,392 2,050,435 — 6,700,094 Long-Term Notes Payable to Affiliates and Intercompany Payable — 4,453,514 — (4,453,514 ) — Other Long-term Liabilities — 140,634 250,839 — 391,473 Commitments and Contingencies (See Note 8) Redeemable Noncontrolling Interests 5,916 — 61,508 — 67,424 Total Iron Mountain Incorporated Stockholders' Equity 1,866,988 1,196,132 1,688,593 (2,884,725 ) 1,866,988 Noncontrolling Interests — — 1,658 — 1,658 Total Equity 1,866,988 1,196,132 1,690,251 (2,884,725 ) 1,868,646 Total Liabilities and Equity $ 6,382,847 $ 7,652,819 $ 4,819,735 $ (8,595,395 ) $ 10,260,006 ______________________________________________________________ (1) Included within Cash and Cash Equivalents at September 30, 2017 is approximately $38,900 and $74,100 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. See Note 5 for more information on our Cash Pools. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) 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 revenues — 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 cost of sales — 4,104 16,457 981 (21,542 ) — Depreciation and amortization 45 73,284 4,266 47,075 — 124,670 Loss (Gain) 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 (Income) Expense, 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 — Income (Loss) from Continuing Operations 7,080 53,573 (5,156 ) (42,509 ) (7,229 ) 5,759 Income (Loss) from Discontinued Operations — 1,464 649 (72 ) — 2,041 Net Income (Loss) 7,080 55,037 (4,507 ) (42,581 ) (7,229 ) 7,800 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 720 — 720 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 7,080 $ 55,037 $ (4,507 ) $ (43,301 ) $ (7,229 ) $ 7,080 Net Income (Loss) $ 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 Income (Loss) 17,923 67,415 (7,462 ) (30,964 ) (27,808 ) 19,104 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 1,181 — 1,181 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 17,923 $ 67,415 $ (7,462 ) $ (32,145 ) $ (27,808 ) $ 17,923 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Three Months Ended September 30, 2017 Parent Guarantors Non- Eliminations Consolidated Revenues: Storage rental $ — $ 360,539 $ 240,552 $ — $ 601,091 Service — 212,587 151,983 — 364,570 Intercompany revenues — 1,148 5,021 (6,169 ) — Total Revenues — 574,274 397,556 (6,169 ) 965,661 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 231,392 186,935 — 418,327 Selling, general and administrative (203 ) 160,455 82,105 — 242,357 Intercompany cost of sales — 5,021 1,148 (6,169 ) — Depreciation and amortization 45 74,470 53,998 — 128,513 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (385 ) 93 — (292 ) Total Operating Expenses (158 ) 470,953 324,279 (6,169 ) 788,905 Operating Income (Loss) 158 103,321 73,277 — 176,756 Interest Expense (Income), Net 41,369 (1,705 ) 49,325 — 88,989 Other Expense (Income), Net 43,258 5,547 10,674 — 59,479 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate (84,469 ) 99,479 13,278 — 28,288 Provision (Benefit) for Income Taxes — 6,138 (3,870 ) — 2,268 Gain on Sale of Real Estate, Net of Tax — — 638 — 638 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (108,814 ) (16,019 ) — 124,833 — Income (Loss) from Continuing Operations 24,345 109,360 16,510 (124,833 ) 25,382 (Loss) Income from Discontinued Operations, Net of Tax — (678 ) (380 ) — (1,058 ) Net Income (Loss) 24,345 108,682 16,130 (124,833 ) 24,324 Less: Net (Loss) Income Attributable to Noncontrolling Interests — — (21 ) — (21 ) Net Income (Loss) Attributable to Iron Mountain Incorporated $ 24,345 $ 108,682 $ 16,151 $ (124,833 ) $ 24,345 Net Income (Loss) $ 24,345 $ 108,682 $ 16,130 $ (124,833 ) $ 24,324 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (4,211 ) — 41,752 — 37,541 Equity in Other Comprehensive Income (Loss) of Subsidiaries 42,458 30,804 — (73,262 ) — Total Other Comprehensive Income (Loss) 38,247 30,804 41,752 (73,262 ) 37,541 Comprehensive Income (Loss) 62,592 139,486 57,882 (198,095 ) 61,865 Comprehensive (Loss) Income Attributable to Noncontrolling Interests — — (727 ) — (727 ) Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 62,592 $ 139,486 $ 58,609 $ (198,095 ) $ 62,592 CONDENSED 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 revenues — 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 cost of sales — 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 — 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 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Nine Months Ended September 30, 2017 Parent Guarantors Non- Eliminations Consolidated Revenues: Storage rental $ — $ 1,070,436 $ 693,173 $ — $ 1,763,609 Service — 644,461 446,273 — 1,090,734 Intercompany revenues — 3,386 18,217 (21,603 ) — Total Revenues — 1,718,283 1,157,663 (21,603 ) 2,854,343 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 700,823 558,495 — 1,259,318 Selling, general and administrative 149 482,737 237,082 — 719,968 Intercompany cost of sales — 18,217 3,386 (21,603 ) — Depreciation and amortization 134 225,760 155,425 — 381,319 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (1,179 ) 212 — (967 ) Total Operating Expenses 283 1,426,358 954,600 (21,603 ) 2,359,638 Operating (Loss) Income (283 ) 291,925 203,063 — 494,705 Interest Expense (Income), Net 124,530 10,653 129,827 — 265,010 Other Expense (Income), Net 43,678 8,609 (18,538 ) — 33,749 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate (168,491 ) 272,663 91,774 — 195,946 Provision (Benefit) for Income Taxes — 19,318 10,179 — 29,497 Gain on Sale of Real Estate, Net of Tax — — (925 ) — (925 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (329,591 ) (69,394 ) — 398,985 — Income (Loss) from Continuing Operations 161,100 322,739 82,520 (398,985 ) 167,374 (Loss) Income from Discontinued Operations, Net of Tax — (1,635 ) (1,786 ) — (3,421 ) Net Income (Loss) 161,100 321,104 80,734 (398,985 ) 163,953 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — 2,853 — 2,853 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 161,100 $ 321,104 $ 77,881 $ (398,985 ) $ 161,100 Net Income (Loss) $ 161,100 $ 321,104 $ 80,734 $ (398,985 ) $ 163,953 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (12,359 ) — 108,222 — 95,863 Equity in Other Comprehensive Income (Loss) of Subsidiaries 109,589 70,557 — (180,146 ) — Total Other Comprehensive Income (Loss) 97,230 70,557 108,222 (180,146 ) 95,863 Comprehensive Income (Loss) 258,330 391,661 188,956 (579,131 ) 259,816 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — 1,486 — 1,486 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 258,330 $ 391,661 $ 187,470 $ (579,131 ) $ 258,330 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 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 facilities, 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 facilities, 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 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Nine Months Ended September 30, 2017 Parent Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities—Continuing Operations $ (139,843 ) $ 512,521 $ 149,612 $ — $ 522,290 Cash Flows from Operating Activities—Discontinued Operations — (1,635 ) (1,786 ) — (3,421 ) Cash Flows from Operating Activities (139,843 ) 510,886 147,826 — 518,869 Cash Flows from Investing Activities: Capital expenditures — (175,912 ) (67,834 ) — (243,746 ) Cash paid for acquisitions, net of cash acquired — (95,137 ) (98,991 ) — (194,128 ) Intercompany loans to subsidiaries 192,808 (124,082 ) — (68,726 ) — Investment in subsidiaries (16,170 ) — — 16,170 — Acquisitions of customer relationships and customer inducements — (54,493 ) (2,394 ) — (56,887 ) Net proceeds from Divestments (see Note 10) — — 2,423 — 2,423 Proceeds from sales of property and equipment and other, net (including real estate) — 12,947 (4,010 ) — 8,937 Cash Flows from Investing Activities—Continuing Operations 176,638 (436,677 ) (170,806 ) (52,556 ) (483,401 ) Cash Flows from Investing Activities—Discontinued Operations — — — — — Cash Flows from Investing Activities 176,638 (436,677 ) (170,806 ) (52,556 ) (483,401 ) Cash Flows from Financing Activities: Repayment of revolving credit, term loan facilities and other debt (262,579 ) (5,299,475 ) (4,100,106 ) — (9,662,160 ) Proceeds from revolving credit, term loan facilities and other debt 224,660 5,386,028 4,256,072 — 9,866,760 Early retirement of senior notes (1,031,554 ) — (162,328 ) — (1,193,882 ) Net proceeds from sales of senior notes 1,320,183 — — — 1,320,183 Debit balances (payments) under cash pools — 73,104 36,168 (109,272 ) — Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — 9,629 — 9,629 Intercompany loans from parent — (199,602 ) 130,876 68,726 — Equity contribution from parent — — 16,170 (16,170 ) — Parent cash dividends (292,980 ) — — — (292,980 ) Net proceeds (payments) associated with employee stock-based awards 6,615 — — — 6,615 Payment of debt financing and stock issuance costs (1,513 ) (10,892 ) (280 ) — (12,685 ) Cash Flows from Financing Activities—Continuing Operations (37,168 ) (50,837 ) 186,201 (56,716 ) 41,480 Cash Flows from Financing Activities—Discontinued Operations — — — — — Cash Flows from Financing Activities (37,168 ) (50,837 ) 186,201 (56,716 ) 41,480 Effect of exchange rates on cash and cash equivalents — — 24,454 — 24,454 (Decrease) Increase in cash and cash equivalents (373 ) 23,372 187,675 (109,272 ) 101,402 Cash and cash equivalents, beginning of period 2,405 23,380 210,699 — 236,484 Cash and cash equivalents, end of period $ 2,032 $ 46,752 $ 398,374 $ (109,272 ) $ 337,886 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Our five reportable operating segments as of December 31, 2016 are described in Note 9 to Notes to Consolidated Financial Statements included in our Annual Report and are as follows: • North American Records and Information Management Business • North American Data Management Business • Western European Business • Other International Business • Corporate and Other Business There have been no changes made to our reportable operating segments since December 31, 2016, other than the impact of the Russia and Ukraine Divestment. Prior to the Russia and Ukraine Divestment, our businesses in Russia and Ukraine were a component of our Other International Business segment. The operations associated with acquisitions completed during the first nine months of 2017 (which are described in Note 4) have been incorporated into our existing reportable operating segments. An analysis of our business segment information and reconciliation to the accompanying Condensed 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, 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 EBITDA 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 Paid (Received) for Acquisitions, Net of Cash Acquired 17 — 225 (424 ) — (182 ) Acquisitions of Customer Relationships and Customer Inducements 19,057 — 4,566 486 — 24,109 For the Three Months Ended September 30, 2017 Total Revenues 513,567 106,986 128,082 199,698 17,328 965,661 Depreciation and Amortization 57,982 8,886 17,385 29,397 14,863 128,513 Depreciation 49,201 6,606 12,080 19,384 13,302 100,573 Amortization 8,781 2,280 5,305 10,013 1,561 27,940 Adjusted EBITDA 224,882 56,800 43,464 59,082 (61,204 ) 323,024 Expenditures for Segment Assets 61,016 42,080 40,181 47,676 71,868 262,821 Capital Expenditures 33,860 8,551 4,573 19,607 11,948 78,539 Cash Paid (Received) for Acquisitions, Net of Cash Acquired — 33,529 35,093 27,363 59,920 155,905 Acquisitions of Customer Relationships and Customer Inducements 27,156 — 515 706 — 28,377 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 EBITDA 565,254 170,255 102,765 117,351 (164,842 ) 790,783 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 (1) (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 For the Nine Months Ended September 30, 2017 Total Revenues 1,530,761 319,931 370,020 581,344 52,287 2,854,343 Depreciation and Amortization 177,145 26,774 47,806 87,276 42,318 381,319 Depreciation 151,272 19,980 35,334 59,207 36,687 302,480 Amortization 25,873 6,794 12,472 28,069 5,631 78,839 Adjusted EBITDA 655,180 169,295 114,134 170,595 (175,552 ) 933,652 Expenditures for Segment Assets 165,544 58,949 47,285 109,380 113,603 494,761 Capital Expenditures 106,673 25,420 11,194 48,776 51,683 243,746 Cash Paid (Received) for Acquisitions, Net of Cash Acquired 4,379 33,529 35,093 59,207 61,920 194,128 Acquisitions of Customer Relationships and Customer Inducements 54,492 — 998 1,397 — 56,887 ______________________________________________________________ (1) Cash paid for acquisitions, net of cash acquired for our 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 and in our Annual Report. Adjusted EBITDA for each segment is defined as income (loss) from continuing operations before interest expense, net, provision (benefit) for income taxes, depreciation and amortization, and also excludes certain items that we believe are not indicative of our core operating results, specifically: (i) (gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net; (ii) intangible impairments; (iii) other expense (income), net; (iv) gain on sale of real estate, net of tax; and (v) Recall Costs (as defined below). Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments. A reconciliation of Adjusted EBITDA to income (loss) from continuing operations on a consolidated basis is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Adjusted EBITDA $ 294,203 $ 323,024 $ 790,783 $ 933,652 (Add)/Deduct: Gain on Sale of Real Estate, Net of Tax(1) (325 ) 638 (325 ) (925 ) Provision (Benefit) for Income Taxes 23,418 2,268 46,157 29,497 Other Expense (Income), Net 23,302 59,479 37,006 33,749 Interest Expense, Net 83,300 88,989 225,228 265,010 (Gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net (54 ) (292 ) (1,131 ) (967 ) Depreciation and Amortization 124,670 128,513 326,896 381,319 Recall Costs(2) 34,133 18,047 102,872 58,595 Income (Loss) from Continuing Operations $ 5,759 $ 25,382 $ 54,080 $ 167,374 _______________________________________________________________________________ (1) Tax expense associated with the gain on sale of real estate for the three and nine months ended September 30, 2017 was $640 . (2) Represents operating expenditures associated with the Recall Transaction, including: (i) advisory and professional fees to complete the Recall Transaction; (ii) costs associated with the Divestments required in connection with receipt of regulatory approvals (including transitional services); and (iii) costs to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs, as well as certain costs associated with our shared service center initiative for our finance, human resources and information technology functions ("Recall Costs"). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
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. Our policy is to establish reserves for loss contingencies when the losses are both probable and reasonably able to be estimated. We record legal costs associated with loss contingencies as expenses in the period in which they are incurred. The matters described below represent our significant loss contingencies. We have evaluated each matter and, if both probable and reasonably able to be estimated, 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 $19,500 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 six customers. Four of those lawsuits have been settled and two remain pending, including 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. 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 of customer records 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 two 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 for non-compliance with security regulations against the Recall entity that leased the facility. 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. f. Puerto Rico Facility Damage In September 2017, two of our four facilities in Puerto Rico, one of which is owned and one of which we lease, sustained damage as a result of Hurricane Maria. The leased facility experienced structural damage to a portion of the roof and wall, while the owned facility sustained non-structural damage to a portion of the roof. Both buildings sustained water damage that impacted certain customer records and we are in the process of fully assessing the extent of the damage to our customers’ records at these facilities. We believe we carry adequate insurance coverage for this event and do not believe it will have a material impact to our consolidated financial condition, results of operations or cash flows. Revenues from our operations in Puerto Rico represent less than 0.5% of our consolidated revenues. |
Stockholders' Equity Matters
Stockholders' Equity Matters | 9 Months Ended |
Sep. 30, 2017 | |
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 2016 and in the first nine months of 2017 , our board of directors declared the following dividends: Declaration Date Dividend Record Date Total Payment Date February 17, 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 October 31, 2016 0.5500 December 15, 2016 145,006 December 30, 2016 February 15, 2017 0.5500 March 15, 2017 145,235 April 3, 2017 May 24, 2017 0.5500 June 15, 2017 145,417 July 3, 2017 July 27, 2017 0.5500 September 15, 2017 146,772 October 2, 2017 |
Divestments
Divestments | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestments | a. Divestments Associated with the Recall Transaction 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. 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 (the "Access Contingent Consideration") on August 4, 2018, the 27-month anniversary of the closing of the Access Sale. 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 ). We have a non-trade receivable amounting to $22,300 included in Prepaid expenses and other in our Condensed Consolidated Balance Sheet as of September 30, 2017 related to the Access Contingent Consideration. On December 29, 2016, we completed the sale of the Seattle/Atlanta Divestments, the Recall Canadian Divestments and the Iron Mountain Canadian Divestments to Arkive Information Management LLC and Arkive Information Management Ltd., both information management companies (collectively, “ARKIVE”), for total consideration of approximately $50,000 , subject to adjustments (the “ARKIVE Sale”). Of the total consideration, we received approximately $45,000 in cash proceeds upon the closing of the ARKIVE Sale and the remaining consideration is held in escrow. ARKIVE may be entitled to receive from us, on the 24-month anniversary of the closing of the ARKIVE Sale, cash payments, up to the total consideration paid by ARKIVE, based on lost revenues attributable to the acquired customer base. 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 “Australia Divestment Business Purchasers”) 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, the closing date of the Australia Sale), subject to adjustments. The total consideration 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 Australia Divestment Business Purchasers 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 total consideration for the Australia Sale is subject to certain adjustments, including ones associated with customer attrition, subsequent to the closing of the Australia Sale. On December 9, 2016, we completed the sale of the UK Divestments (the "UK Sale") to the Oasis Group for total consideration of approximately 1,800 British pounds sterling (or approximately $2,200 , based upon the exchange rate between the United States dollar and the British pound sterling as of December 9, 2016, the closing date of the UK Sale), subject to adjustments. We have concluded that the Australia Divestment Business and the Iron Mountain Canadian Divestments (collectively, the “Iron Mountain Divestments”) do not meet the criteria to be reported as discontinued operations as our decision to divest these businesses did not represent a strategic shift that had a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with the Iron Mountain Divestments are presented as a component of income (loss) from continuing operations in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and the cash flows associated with the Iron Mountain Divestments are presented as a component of cash flows from continuing operations in our Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016. 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 and Consolidated Statements of Cash Flows 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 for the three and nine months ended September 30, 2016: Three Months Ended September 30, 2016 Description Initial 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(1) 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 Condensed 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 Condensed 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). The table below summarizes certain results of operations of the Recall Divestments for the three and nine months ended September 30, 2017: Three Months Ended September 30, 2017 Description Initial United States Divestments Seattle/Atlanta Divestments Recall Canadian Divestments UK Divestments Total(1) Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes $ — $ (1,061 ) $ (617 ) $ — $ (1,678 ) Provision (Benefit) for Income Taxes — (383 ) — (237 ) — (620 ) Income (Loss) from Discontinued Operations, Net of Tax $ — $ (678 ) $ (380 ) $ — $ (1,058 ) Nine Months Ended September 30, 2017 Description Initial Seattle/Atlanta Divestments Recall Canadian Divestments UK Divestments Total(1) Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes $ — $ (2,623 ) $ (2,533 ) $ — $ (5,156 ) Provision (Benefit) for Income Taxes — (988 ) — (747 ) — (1,735 ) Income (Loss) from Discontinued Operations, Net of Tax $ — $ (1,635 ) $ (1,786 ) $ — $ (3,421 ) _____________________________________________________________________________ (1) During the three and nine months ended September 30, 2017, the loss from discontinued operations before benefit for income taxes of $1,678 and $5,156 , respectively, was primarily related to costs to provide transition services related to the Recall Divestments. b. Russia and Ukraine Divestment On May 30, 2017, IM EES, a consolidated subsidiary of IMI, sold its records and information management operations in Russia and Ukraine to OSG Records Management (Europe) Limited (“OSG”) in a stock transaction (the “Russia and Ukraine Divestment”). As consideration for the Russia and Ukraine Divestment, IM EES received a 25% equity interest in OSG (the “OSG Investment”). We have concluded that the Russia and Ukraine Divestment does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, 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 these businesses are presented as a component of income (loss) from continuing operations in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and the nine months ended September 30, 2017, respectively, and the cash flows associated with these businesses are presented as a component of cash flows from continuing operations in our Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2017, respectively. As a result of the Russia and Ukraine Divestment, we recorded a gain on sale of $38,869 to other expense (income), net, in the second quarter of 2017, representing the excess of the fair value of the consideration received over the carrying value of our businesses in Russia and Ukraine. As of the closing date of the Russia and Ukraine Divestment, the fair value of the OSG Investment was approximately $18,000 . As of the closing date of the Russia and Ukraine Divestment, the carrying value of our businesses in Russia and Ukraine was a credit balance of $20,869 , which consisted of (i) a credit balance of approximately $29,100 of cumulative translation adjustment associated with our businesses in Russia and Ukraine that was reclassified from accumulated other comprehensive items, net, (ii) the carrying value of the net assets of our businesses in Russia and Ukraine, excluding goodwill, of $4,716 and (iii) $3,515 of goodwill associated with our Northern and Eastern Europe reporting unit (of which our businesses in Russia and Ukraine were a component of prior to the Russia and Ukraine Divestment), which was allocated, on a relative fair value basis, to our businesses in Russia and Ukraine. We account for the OSG Investment as an equity method investment. The fair value of the OSG Investment is $17,973 and is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheet as of September 30, 2017. |
Recall Costs
Recall Costs | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Recall Costs | Recall Costs included in the accompanying Condensed Consolidated Statements of Operations are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cost of sales (excluding depreciation and amortization) $ 4,457 $ 3,059 $ 4,788 $ 16,019 Selling, general and administrative expenses 29,676 14,988 98,084 42,576 Total Recall Costs $ 34,133 $ 18,047 $ 102,872 $ 58,595 Recall Costs included in the accompanying Condensed Consolidated Statements of Operations by segment are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 North American Records and Information Management Business $ 4,989 $ 2,540 $ 7,822 $ 16,165 North American Data Management Business 1,578 295 2,095 2,171 Western European Business 7,483 2,586 11,613 7,933 Other International Business 5,638 2,570 11,586 6,158 Corporate and Other Business 14,445 10,056 69,756 26,168 Total Recall Costs $ 34,133 $ 18,047 $ 102,872 $ 58,595 A rollforward of accrued liabilities related to Recall Costs on our Condensed Consolidated Balance Sheets as of December 31, 2016 to September 30, 2017 is as follows: Accrual for Recall Costs Balance at December 31, 2016 $ 4,914 Amounts accrued 18,803 Change in estimates(1) (230 ) Payments (15,179 ) Currency translation adjustments 89 Balance at September 30, 2017(2) $ 8,397 _______________________________________________________________________________ (1) Includes adjustments made to amounts accrued in a prior period. (2) Accrued liabilities related to Recall Costs as of September 30, 2017 presented in the table above generally related to employee severance costs and onerous lease liabilities. We expect that the majority of these liabilities will be paid throughout 2017. Additional Recall Costs recorded in our Condensed Consolidated Statement of Operations have either been settled in cash during the nine months ended September 30, 2017 or are included in our Condensed Consolidated Balance Sheet as of September 30, 2017 as a component of accounts payable. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Credit Suisse Data Center Acquisition In October 2017, we entered into agreements to acquire two Credit Suisse data centers located in London and Singapore from Credit Suisse International and Credit Suisse AG (together, "Credit Suisse") for an aggregate purchase price of approximately $100,000 (the “Credit Suisse Transaction”). As part of the Credit Suisse Transaction, we will take ownership of both data center facilities, with Credit Suisse entering into a long-term lease with us to maintain existing data center operations. The completion of the Credit Suisse Transaction is subject to closing conditions; accordingly, we can provide no assurance that we will be able to complete the Credit Suisse Transaction, that the Credit Suisse Transaction will not be delayed or that the terms will remain the same. We expect to close the Credit Suisse Transaction during the first quarter of 2018. At The Market Equity Program In October 2017, we entered into a distribution agreement (the “Distribution Agreement”) with a syndicate of 10 banks (the “Agents”) pursuant to which we may sell, from time to time, up to an aggregate sales price of $500,000 of our common stock, par value $0.01 per share, through the Agents (the “At The Market (ATM) Equity Program”). Sales of our common stock made pursuant to the Distribution Agreement, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and us. We intend to use the net proceeds from sales of our common stock pursuant to the At The Market (ATM) Equity Program for general corporate purposes, including financing the expansion of our adjacent businesses through acquisitions, such as the Credit Suisse Transaction, and repaying amounts outstanding from time to time under the Revolving Credit Facility. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Foreign Currency | 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, Redeemable Noncontrolling Interests and Noncontrolling Interests in the accompanying Condensed 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 (i) borrowings in certain foreign currencies under our Former Revolving Credit Facility and Revolving Credit Facility (each as defined and discussed more fully in Note 5), (ii) our Euro Notes (as defined and discussed more fully in Note 5), and (iii) 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 Condensed Consolidated Statements of Operations. |
Goodwill and Other Intangible Assets | Goodwill Goodwill is not amortized but is reviewed annually for impairment, or more frequently if impairment indicators arise. We have selected October 1 as our annual goodwill impairment review date. 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 eight to 30 years and are included in depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. 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 costs ("Move Costs"), are amortized over periods ranging from eight to 30 years and are included in depreciation and amortization in the accompanying Condensed 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 three to 15 years and are included in storage and service revenue in the accompanying Condensed Consolidated Statements of Operations. Move Costs and Permanent Withdrawal Fees are collectively referred to as "Customer Inducements". If a 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 finite-lived intangible assets, including trade names, noncompetition agreements and trademarks, are capitalized and amortized over periods ranging from three to 10 years and are included in depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations. |
Stock-Based Compensation | 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. The fair value of PUs based on our performance against revenue and ROIC targets is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero). 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. Stock-Based Compensation We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock units ("RSUs") and performance units ("PUs"). The stock options, RSUs, PUs and shares of stock issued under our employee stock purchase plan ("ESPP") are collectively the "Employee Stock-Based Awards". 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. 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 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). 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 either (i) a subset of the Standard & Poor's 500 Index (for certain PUs granted prior to 2017), or (ii) a subset of the MSCI United States REIT Index (for certain PUs granted in 2017), rather than the revenue and ROIC targets noted above. The number of PUs earned based on the applicable 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. |
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, RSUs or PUs) 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 ("QRSs") 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. |
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. |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 modifies the process by which entities will test goodwill for impairment. Under existing GAAP, when the carrying value of a reporting unit exceeds the reporting unit’s fair value, an entity would then proceed to a “Step 2” goodwill impairment analysis, which requires calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities, as if that reporting unit had been acquired in a business combination. Under ASU 2017-04, a goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of the reporting unit’s goodwill. We adopted ASU 2017-04 in the first quarter of 2017. ASU 2017-04 did not impact our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 provides greater clarity on the definition of a business to assist entities in evaluating whether transactions should be accounted for as an acquisition or disposal of assets or businesses. We adopted ASU 2017-01 in the third quarter of 2017. ASU 2017-01 did not have a material impact on our consolidated financial statements. As Yet Adopted Accounting Pronouncements a. ASU 2014-09 In May 2014, the FASB issued 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. ASU 2014-09 will replace the current revenue recognition criteria under GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of ASU 2014-09 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for such goods or services. The two permitted transition methods under ASU 2014-09 are: (i) the full retrospective method, whereby ASU 2014-09 would be applied to each prior reporting period presented and the cumulative effect of adoption would be recognized at the earliest period shown, or (ii) the modified retrospective method, whereby the cumulative effect of applying ASU 2014-09 would be recognized at the date of initial application. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 for one year, making ASU 2014-09 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 using the modified retrospective method. During 2015, we established a project team responsible for the assessment and implementation of ASU 2014-09. We utilized a bottoms-up approach to analyze the impact of ASU 2014-09 on our contracts with customers by reviewing our current accounting policies and practices to identify potential differences that would result from applying the requirements of ASU 2014-09 to our contracts with customers. We are currently in the process of designing and implementing appropriate changes to our business processes, systems and controls to support the accounting and the financial disclosure requirements under ASU 2014-09. We have been closely monitoring the FASB activity related to specific interpretative issues pertaining to ASU 2014-09. During the second half of 2016, we substantially completed our evaluation of the potential changes resulting from the adoption of ASU 2014-09 on our accounting and the financial disclosure requirements and are currently assessing the quantification of the impacts of adopting ASU 2014-09 on our consolidated financial statements, the more significant of which are discussed below. Based on our analysis to date, we expect that the most significant impacts associated with adopting ASU 2014-09 compared to current GAAP will relate to (i) the deferral of certain commissions related to our long-term storage contracts (“Accounting for Commissions”) and (ii) certain policy changes related to initial moves of physical storage (“Accounting for Initial Moves”). i. Accounting for Commissions Under current GAAP, commissions that we pay related to our long-term storage contracts are expensed as incurred. Under ASU 2014-09, however, certain commissions will be capitalized and amortized over the period of expected earned revenue. In the year of adoption, this will result in increased contract assets on our Consolidated Balance Sheet, a reduction in selling, general and administrative expenses and a corresponding increase in amortization expense (assuming consistent levels of spending up through the adoption date) on our Consolidated Statement of Operations and an increase in cash flows from operating activities and a corresponding increase in cash used for investing activities on our Consolidated Statement of Cash Flows. ii. Accounting for Initial Moves Under current GAAP, intake costs incurred but not charged to a customer to transport records to our facilities, which include labor and transportation costs, are capitalized and amortized as a component of depreciation and amortization in our Consolidated Statements of Operations. Under ASU 2014-09, however, the revenue and costs associated with all initial moves of physical storage, regardless of whether or not the services associated with such initial moves are provided to the customer at no charge, will be deferred and recognized over the period consistent with the transfer of the service to the customer to which the asset relates. In the year of adoption, this will result in decreased assets and increased deferred revenue on our Consolidated Balance Sheet, a reduction in cost of sales and a corresponding increase in amortization expense (assuming consistent levels of initial move spending through the adoption date) on our Consolidated Statement of Operations and an increase in cash flows from operating activities and a corresponding increase in cash used for investing activities on our Consolidated Statement of Cash Flows. b. Other As Yet Adopted Accounting Pronouncements 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, while eliminating the available-for-sale classification for equity securities with readily determinable fair values and the cost method for equity investments without readily determinable fair values. ASU 2016-01 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 will adopt ASU 2016-01 on January 1, 2018 and are currently evaluating the impact ASU 2016-01 will have 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 will adopt ASU 2016-02 on January 1, 2019 and are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). ASU 2016-18 provides guidance on the classification of restricted cash in the statement of cash flows. ASU 2016-18 is effective for us on January 1, 2018, with early adoption permitted and is required to be adopted on a retrospective basis. We do not believe that the adoption of ASU 2016-18 will have a material impact on our consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). ASU 2017-12 amends the hedge accounting recognition and presentation requirements as outlined in Accounting Standards Codification Topic 815 with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and enhance the transparency and understandability of hedge transactions. In addition, ASU 2017-12 makes improvements to simplify the application of the hedge accounting guidance. ASU 2017-12 is effective for us on January 1, 2019, with early adoption permitted. We are currently evaluating the impact ASU 2017-12 will have on our consolidated financial statements. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of foreign currency gain/loss | Total loss on foreign currency transactions for the three and nine months ended September 30, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Total loss on foreign currency transactions $ 10,685 $ 11,865 $ 15,336 $ 27,900 |
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, 2017 are as follows: North American North American Western European Business Other International Business Corporate and Other Business Total Gross Balance as of December 31, 2016 $ 2,485,806 $ 559,443 $ 405,571 $ 743,126 $ 25,922 $ 4,219,868 Deductible goodwill acquired during the year 409 — — 620 717 1,746 Non-deductible goodwill acquired during the year — 13,919 16,947 26,886 1,899 59,651 Goodwill allocated to Russia and Ukraine Divestment (see Note 10) — — — (3,515 ) — (3,515 ) Fair value and other adjustments(1) (24,801 ) 208 9,749 20,042 — 5,198 Currency effects 14,670 4,180 33,889 51,300 — 104,039 Gross Balance as of September 30, 2017 $ 2,476,084 $ 577,750 $ 466,156 $ 838,459 $ 28,538 $ 4,386,987 Accumulated Amortization Balance as of December 31, 2016 $ 204,895 $ 53,753 $ 56,150 $ 49 $ — $ 314,847 Currency effects 535 134 800 15 — 1,484 Accumulated Amortization Balance as of September 30, 2017 $ 205,430 $ 53,887 $ 56,950 $ 64 $ — $ 316,331 Net Balance as of December 31, 2016 $ 2,280,911 $ 505,690 $ 349,421 $ 743,077 $ 25,922 $ 3,905,021 Net Balance as of September 30, 2017 $ 2,270,654 $ 523,863 $ 409,206 $ 838,395 $ 28,538 $ 4,070,656 Accumulated Goodwill Impairment Balance as of December 31, 2016 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 Accumulated Goodwill Impairment Balance as of September 30, 2017 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 _______________________________________________________________________________ (1) Total fair value and other adjustments include $5,198 in net adjustments primarily related to property, plant and equipment, customer relationship intangible assets and deferred income taxes (which represent adjustments within the applicable measurement period to provisional amounts recognized in purchase accounting). |
Components of amortizable intangible assets | The components of our finite-lived intangible assets as of December 31, 2016 and September 30, 2017 are as follows: December 31, 2016 September 30, 2017 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Customer relationship intangible assets and Customer Inducements $ 1,604,020 $ (351,497 ) $ 1,252,523 $ 1,810,871 $ (425,723 ) $ 1,385,148 Other finite-lived intangible assets (included in other assets, net) 24,788 (7,989 ) 16,799 20,990 (9,616 ) 11,374 Total $ 1,628,808 $ (359,486 ) $ 1,269,322 $ 1,831,861 $ (435,339 ) $ 1,396,522 |
Schedule of amortization expenses | Amortization expense associated with finite-lived intangible assets and revenue reduction associated with the amortization of Permanent Withdrawal Fees for the three and nine months ended September 30, 2016 and 2017 are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Amortization expense associated with finite-lived intangible assets $ 26,310 $ 27,940 $ 59,616 $ 78,839 Revenue reduction associated with amortization of Permanent Withdrawal Fees 2,947 2,721 9,047 8,627 |
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 Condensed Consolidated Statements of Operations is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cost of sales (excluding depreciation and amortization) $ 28 $ 25 $ 80 $ 80 Selling, general and administrative expenses 5,929 7,736 21,790 22,773 Total stock-based compensation $ 5,957 $ 7,761 $ 21,870 $ 22,853 |
Summary of stock option activity | A summary of our stock options outstanding as of September 30, 2017 by vesting terms is as follows: September 30, 2017 Stock Options Outstanding % of Stock Options Outstanding Three-year vesting period (10 year contractual life) 3,386,180 88.5 % Five-year vesting period (10 year contractual life) 442,171 11.5 % 3,828,351 100.0 % A summary of stock option activity for the nine months ended September 30, 2017 is as follows: Stock Options Weighted Weighted Average Outstanding at December 31, 2016 3,451,698 $ 31.79 Granted 1,007,224 36.89 Exercised (572,677 ) 24.51 Forfeited (56,113 ) 33.50 Expired (1,781 ) 38.83 Outstanding at September 30, 2017 3,828,351 $ 34.20 7.42 $ 21,436 Options exercisable at September 30, 2017 1,751,045 $ 31.44 5.83 $ 15,332 Options expected to vest 1,966,919 $ 36.54 8.76 $ 5,789 |
Summary of the weighted average assumptions used for stock option grants | The weighted average assumptions used for grants in the respective periods are as follows: Nine Months Ended Weighted Average Assumptions 2016 2017 Expected volatility 27.2 % 25.8 % Risk-free interest rate 1.32 % 1.96 % Expected dividend yield 7 % 6 % Expected life 5.6 years 5.0 years |
Aggregate intrinsic value of stock options exercised | The aggregate intrinsic value of stock options exercised for the three and nine months ended September 30, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Aggregate intrinsic value of stock options exercised $ 5,433 $ 3,142 $ 16,792 $ 6,989 |
Summary of restricted stock and RSU activity | Cash dividends accrued and paid on RSUs for the three and nine months ended September 30, 2016 and 2017 are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cash dividends accrued on RSUs $ 620 $ 615 $ 1,867 $ 1,960 Cash dividends paid on RSUs 129 183 1,960 2,122 The fair value of RSUs vested during the three and nine months ended September 30, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Fair value of RSUs vested $ 1,486 $ 1,933 $ 19,271 $ 18,006 A summary of RSU activity for the nine months ended September 30, 2017 is as follows: RSUs Weighted- Non-vested at December 31, 2016 1,163,393 $ 33.21 Granted 592,119 36.66 Vested (550,683 ) 32.70 Forfeited (88,226 ) 34.98 Non-vested at September 30, 2017 1,116,603 $ 35.15 |
Schedule of performance units | Cash dividends accrued and paid on PUs for the three and nine months ended September 30, 2016 and 2017 are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cash dividends accrued on PUs $ 264 $ 315 $ 789 $ 960 Cash dividends paid on PUs — — 645 205 The fair value of earned PUs that vested during the three and nine months ended September 30, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Fair value of earned PUs that vested $ 17 $ 52 $ 5,272 $ 957 |
Summary of Performance Unit (PU) activity | A summary of PU activity for the nine months ended September 30, 2017 is as follows: Original PU Adjustment(1) Total Weighted- Non-vested at December 31, 2016 559,340 (121,038 ) 438,302 $ 33.67 Granted 229,692 — 229,692 41.93 Vested (34,242 ) — (34,242 ) 27.95 Forfeited/Performance or Market Conditions Not Achieved (19,188 ) (129,029 ) (148,217 ) 29.66 Non-vested at September 30, 2017 735,602 (250,067 ) 485,535 $ 39.20 _______________________________________________________________________________ (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, 2016 and 2017 is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Income (loss) from continuing operations $ 5,759 $ 25,382 $ 54,080 $ 167,374 Less: Net income (loss) attributable to noncontrolling interests 720 (21 ) 1,822 2,853 Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation) $ 5,039 $ 25,403 $ 52,258 $ 164,521 Income (loss) from discontinued operations, net of tax $ 2,041 $ (1,058 ) $ 3,628 $ (3,421 ) Net income (loss) attributable to Iron Mountain Incorporated $ 7,080 $ 24,345 $ 55,886 $ 161,100 Weighted-average shares—basic 263,269,000 265,198,000 240,394,000 264,423,000 Effect of dilutive potential stock options 640,202 414,258 628,263 423,688 Effect of dilutive potential RSUs and PUs 592,773 526,725 497,658 446,002 Weighted-average shares—diluted 264,501,975 266,138,983 241,519,921 265,292,690 Earnings (losses) per share—basic: Income (loss) from continuing operations $ 0.02 $ 0.10 $ 0.22 $ 0.62 Income (loss) from discontinued operations, net of tax 0.01 — 0.02 (0.01 ) Net income (loss) attributable to Iron Mountain Incorporated(1) $ 0.03 $ 0.09 $ 0.23 $ 0.61 Earnings (losses) per share—diluted: Income (loss) from continuing operations $ 0.02 $ 0.10 $ 0.22 $ 0.62 Income (loss) from discontinued operations, net of tax 0.01 — 0.02 (0.01 ) Net income (loss) attributable to Iron Mountain Incorporated(1) $ 0.03 $ 0.09 $ 0.23 $ 0.61 Antidilutive stock options, RSUs and PUs, excluded from the calculation 759,478 2,620,225 1,725,249 2,605,203 _______________________________________________________________________________ (1) Columns may not foot due to rounding. |
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, 2016 and September 30, 2017 , respectively, are as follows: Fair Value Measurements at Description Total Carrying Value at December 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 22,240 $ — $ 22,240 $ — Trading Securities 10,659 10,181 (2) 478 (1) — Fair Value Measurements at Description Total Carrying Value at September 30, 2017 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 55,132 $ — $ 55,132 $ — Trading Securities 11,252 10,741 (2) 511 (1) — Derivative Assets(3) 808 — 808 — _______________________________________________________________________________ (1) Time deposits and certain trading securities (included in Prepaid expenses and other in our Condensed Consolidated Balance Sheets) are measured based on quoted prices for similar assets and/or subsequent transactions. (2) Certain trading securities are measured at fair value using quoted market prices. (3) Derivative assets relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge certain of our foreign exchange intercompany exposures, as more fully disclosed at Note 3. We calculate the value of such forward contracts by adjusting the spot rate utilized at the balance sheet date for translation purposes by an estimate of the forward points observed in active markets. |
Schedule of changes in accumulated other comprehensive items, net | The changes in accumulated other comprehensive items, net for the three months ended September 30, 2016 and 2017 , respectively, are as follows: 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 ) Foreign Market Value Total Balance as of June 30, 2017 $ (153,590 ) $ — $ (153,590 ) Other comprehensive income (loss): Foreign currency translation adjustments 38,247 — 38,247 Total other comprehensive income (loss) 38,247 — 38,247 Balance as of September 30, 2017 $ (115,343 ) $ — $ (115,343 ) The changes in accumulated other comprehensive items, net for the nine months ended September 30, 2016 and 2017 , respectively, are as follows: 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 ) Foreign Market Value Total Balance as of December 31, 2016 $ (212,573 ) $ — $ (212,573 ) Other comprehensive income (loss): Foreign currency translation adjustments(1) 97,230 — 97,230 Total other comprehensive income (loss) 97,230 — 97,230 Balance as of September 30, 2017 $ (115,343 ) $ — $ (115,343 ) ______________________________________________________________ (1) During the nine months ended September 30, 2017, approximately $29,100 of cumulative translation adjustment associated with our businesses in Russia and Ukraine was reclassified from accumulated other comprehensive items, net and was included in the gain on sale associated with the Russia and Ukraine Divestment (see Note 10). |
Other expense (income), net | Other expense (income), net for the three and nine months ended September 30, 2016 and 2017 consists of the following: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Foreign currency transaction losses (gains), net $ 10,685 $ 11,865 $ 15,336 $ 27,900 Debt extinguishment expense — 48,298 9,283 48,298 Other, net 12,617 (684 ) 12,387 (42,449 ) $ 23,302 $ 59,479 $ 37,006 $ 33,749 |
Derivative Instruments and He24
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Foreign exchange gains related to currency translation adjustments | As a result, we recorded the following foreign exchange gains (losses), 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 2016 2017 2016 2017 Foreign exchange (losses) gains $ (313 ) $ (4,211 ) $ (901 ) $ (12,359 ) Less: Tax (benefit) expense on foreign exchange (losses) gains — — — — Foreign exchange (losses) gains, net of tax $ (313 ) $ (4,211 ) $ (901 ) $ (12,359 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Total Revenues $ 942,822 $ 2,829,736 Income from Continuing Operations $ 7,843 $ 86,677 Per Share Income from Continuing Operations - Basic $ 0.03 $ 0.33 Per Share Income from Continuing Operations - Diluted $ 0.03 $ 0.33 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2017 acquisitions through September 30, 2017 is as follows: Cash Paid (gross of cash acquired)(1) $ 207,772 Fair Value of Common Stock Issued 83,014 Fair Value of Noncontrolling Interests 1,497 Total Consideration 292,283 Fair Value of Identifiable Assets Acquired: Cash 13,781 Accounts Receivable and Prepaid Expenses 15,648 Other Assets 1,687 Property, Plant and Equipment(2) 135,369 Customer Relationship Intangible Assets & Acquired in Place Lease Value(3) 86,052 Other Intangible Assets 14,487 Debt Assumed (3,934 ) Accounts Payable, Accrued Expenses and Other Liabilities (22,200 ) Deferred Income Taxes (10,004 ) Total Fair Value of Identifiable Net Assets Acquired 230,886 Goodwill Initially Recorded(4) $ 61,397 _______________________________________________________________________________ (1) Included in cash paid for acquisitions in the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2017 is net cash acquired of $13,781 and contingent and other payments, net of $137 related to acquisitions made in previous years. (2) Consists primarily of building, building improvements, racking structures and warehouse equipment. These assets are depreciated using the straight-line method with the useful lives as noted in Note 2.f. to Notes to Consolidated Financial Statements included in our Annual Report. (3) The weighted average lives of customer relationship intangible assets associated with acquisitions in 2017 was 11 years. The weighted average life of the acquired in place lease value associated with acquisitions in 2017 was 6 years. (4) The goodwill associated with acquisitions 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 the acquired businesses. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of carrying amount and fair value of long-term debt instruments | Long-term debt is as follows: December 31, 2016 September 30, 2017 Debt (inclusive of discount) Unamortized Deferred Financing Costs Carrying Amount Fair Debt (inclusive of discount) Unamortized Deferred Financing Costs Carrying Amount Fair Former Revolving Credit Facility $ 953,548 $ (7,530 ) $ 946,018 $ 953,548 $ — $ — $ — $ — Former Term Loan 234,375 — 234,375 234,375 — — — — Revolving Credit Facility — — — — 1,165,538 (15,189 ) 1,150,349 1,165,538 Term Loan — — — — 246,875 — 246,875 246,875 Australian Dollar Term Loan (the "AUD Term Loan") 177,198 (3,774 ) 173,424 178,923 189,273 (3,572 ) 185,701 190,905 6% Senior Notes due 2020 (the "6% Notes due 2020")(1)(2) 1,000,000 (12,730 ) 987,270 1,052,500 — — — — 4 3 / 8 % Senior Notes due 2021 (the "4 3 / 8 % Notes")(1)(2) 500,000 (7,593 ) 492,407 511,250 500,000 (6,304 ) 493,696 516,250 6 1 / 8 % CAD Senior Notes due 2021 (the "CAD Notes due 2021")(3) 148,792 (1,635 ) 147,157 155,860 — — — — 6 1 / 8 % GBP Senior Notes due 2022 (the "GBP Notes")(2) 493,648 (6,214 ) 487,434 527,562 535,902 (5,860 ) 530,042 559,375 6% Senior Notes due 2023 (the "6% Notes due 2023")(1) 600,000 (7,322 ) 592,678 637,500 600,000 (6,498 ) 593,502 635,280 5 3 / 8 % CAD Senior Notes due 2023 (the "CAD Notes due 2023")(2)(3) 185,990 (3,498 ) 182,492 188,780 200,449 (3,229 ) 197,220 209,219 5 3 / 4 % Senior Subordinated Notes due 2024 (the "5 3 / 4 % Notes")(1) 1,000,000 (10,529 ) 989,471 1,027,500 1,000,000 (9,499 ) 990,501 1,030,000 3% Euro Senior Notes due 2025 (the "Euro Notes")(1)(2)(4) — — — — 354,435 (4,854 ) 349,581 357,979 5 3 / 8 % Senior Notes due 2026 (the "5 3 / 8 % Notes")(2) 250,000 (4,044 ) 245,956 242,500 250,000 (3,722 ) 246,278 262,175 4 7 / 8 % Senior Notes due 2027 (the "4 7 / 8 % Notes")(1)(2)(4) — — — — 1,000,000 (14,013 ) 985,987 1,016,300 Real Estate Mortgages, Capital Leases and Other 478,565 (1,277 ) 477,288 478,565 609,120 (741 ) 608,379 609,120 Accounts Receivable Securitization Program 247,000 (384 ) 246,616 247,000 254,073 (390 ) 253,683 254,073 Mortgage Securitization Program 50,000 (1,405 ) 48,595 50,000 50,000 (1,310 ) 48,690 50,000 Total Long-term Debt 6,319,116 (67,935 ) 6,251,181 6,955,665 — (75,181 ) 6,880,484 Less Current Portion (172,975 ) — (172,975 ) (180,390 ) — (180,390 ) Long-term Debt, Net of Current Portion $ 6,146,141 $ (67,935 ) $ 6,078,206 $ 6,775,275 $ (75,181 ) $ 6,700,094 ______________________________________________________________ (1) Collectively, the "Parent Notes". (2) Collectively, the "Unregistered Notes". (3) Collectively, the "CAD Notes". (4) The fair value (Level 1 of fair value hierarchy described in Note 2.s. to Notes to Consolidated Financial Statements included in our Annual Report) of the Euro Notes and the 4 7 / 8 % Notes is based upon quoted market prices for the Euro Notes and the 4 7 / 8 % Notes on September 30, 2017. |
Schedule of Leverage and Fixed Charge Ratios | Our leverage and fixed charge coverage ratios under the Former Credit Agreement as of December 31, 2016 and the Credit Agreement as of September 30, 2017 , as well as our leverage ratio under our indentures as of December 31, 2016 and September 30, 2017 , respectively, are as follows: December 31, 2016 September 30, 2017 Maximum/Minimum Allowable Net total lease adjusted leverage ratio 5.7 5.5 Maximum allowable of 6.5(1)(2) Net secured debt lease adjusted leverage ratio 2.7 2.3 Maximum allowable of 4.0 Bond leverage ratio (not lease adjusted) 5.2 5.9 Maximum allowable of 6.5(3) Fixed charge coverage ratio 2.4 2.2 Minimum allowable of 1.5 ______________________________________________________________ (1) Our maximum allowable net total lease adjusted leverage ratio under the Former Credit Agreement was 6.5 . The Former Credit Agreement also contained a provision which limited, in certain circumstances, our cash dividends in any four consecutive fiscal quarters to 95% of Funds From Operations (as defined in the Former 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 former limitation only applied in certain circumstances, including where our net total lease adjusted leverage ratio exceeded 6.0 as measured as of the end of the most recently completed fiscal quarter (the “Dividend Limitation Leverage Condition”). The Credit Agreement does not contain a Dividend Limitation Leverage Condition. The maximum allowable net total lease adjusted leverage ratio under the Credit Agreement is 6.5 . (2) The definition of the net total lease adjusted leverage ratio was modified under the Credit Agreement. The net total lease adjusted leverage ratio at September 30, 2017 was calculated as defined in the Credit Agreement, while the net total lease adjusted leverage ratio at December 31, 2016 was calculated as defined in the Former Credit Agreement. Had the net total lease adjusted leverage ratio at December 31, 2016 been calculated as defined in the Credit Agreement it would have been 5.4 . (3) The maximum allowable leverage ratio under our indenture for the 4 7 / 8 % Notes is 7.0 . |
Selected Consolidated Financi27
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 2,405 $ 23,380 $ 17,110 $ 193,589 $ — $ 236,484 Accounts receivable — 53,364 37,781 600,104 — 691,249 Intercompany receivable — 653,008 21,114 — (674,122 ) — Prepaid expenses and other — 70,660 4,967 108,776 (29 ) 184,374 Total Current Assets 2,405 800,412 80,972 902,469 (674,151 ) 1,112,107 Property, Plant and Equipment, Net 483 1,804,991 159,391 1,118,461 — 3,083,326 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 4,014,330 1,000 — — (4,015,330 ) — Investment in subsidiaries 1,659,518 699,411 35,504 77,449 (2,471,882 ) — Goodwill — 2,602,784 217,422 1,084,815 — 3,905,021 Other — 765,698 49,570 571,078 — 1,386,346 Total Other Assets, Net 5,673,848 4,068,893 302,496 1,733,342 (6,487,212 ) 5,291,367 Total Assets $ 5,676,736 $ 6,674,296 $ 542,859 $ 3,754,272 $ (7,161,363 ) $ 9,486,800 Liabilities and Equity Intercompany Payable $ 558,492 $ — $ — $ 115,630 $ (674,122 ) $ — Current Portion of Long-Term Debt — 51,456 — 121,548 (29 ) 172,975 Total Other Current Liabilities 58,478 488,194 40,442 286,468 — 873,582 Long-Term Debt, Net of Current Portion 3,093,388 1,055,642 335,410 1,593,766 — 6,078,206 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 4,014,330 — — (4,015,330 ) — Other Long-term Liabilities — 127,715 54,054 188,900 — 370,669 Commitments and Contingencies (See Note 8) Redeemable Noncontrolling Interests 28,831 — — 25,866 — 54,697 Total Iron Mountain Incorporated Stockholders' Equity 1,936,547 936,959 112,953 1,421,970 (2,471,882 ) 1,936,547 Noncontrolling Interests — — — 124 — 124 Total Equity 1,936,547 936,959 112,953 1,422,094 (2,471,882 ) 1,936,671 Total Liabilities and Equity $ 5,676,736 $ 6,674,296 $ 542,859 $ 3,754,272 $ (7,161,363 ) $ 9,486,800 CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) September 30, 2017 Parent Guarantors Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents(1) $ 2,032 $ 46,752 $ 398,374 $ (109,272 ) $ 337,886 Accounts receivable — 54,728 730,156 — 784,884 Intercompany receivable — 1,147,855 — (1,147,855 ) — Prepaid expenses and other 808 98,430 106,245 (29 ) 205,454 Total Current Assets 2,840 1,347,765 1,234,775 (1,257,156 ) 1,328,224 Property, Plant and Equipment, Net 349 1,976,612 1,367,514 — 3,344,475 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 4,453,514 — — (4,453,514 ) — Investment in subsidiaries 1,926,144 958,581 — (2,884,725 ) — Goodwill — 2,571,971 1,498,685 — 4,070,656 Other — 797,890 718,761 — 1,516,651 Total Other Assets, Net 6,379,658 4,328,442 2,217,446 (7,338,239 ) 5,587,307 Total Assets $ 6,382,847 $ 7,652,819 $ 4,819,735 $ (8,595,395 ) $ 10,260,006 Liabilities and Equity Intercompany Payable $ 917,591 $ — $ 230,264 $ (1,147,855 ) $ — Debit Balances Under Cash Pools — 73,104 36,168 (109,272 ) — Current Portion of Long-Term Debt — 47,675 132,744 (29 ) 180,390 Total Other Current Liabilities 179,085 505,368 367,526 — 1,051,979 Long-Term Debt, Net of Current Portion 3,413,267 1,236,392 2,050,435 — 6,700,094 Long-Term Notes Payable to Affiliates and Intercompany Payable — 4,453,514 — (4,453,514 ) — Other Long-term Liabilities — 140,634 250,839 — 391,473 Commitments and Contingencies (See Note 8) Redeemable Noncontrolling Interests 5,916 — 61,508 — 67,424 Total Iron Mountain Incorporated Stockholders' Equity 1,866,988 1,196,132 1,688,593 (2,884,725 ) 1,866,988 Noncontrolling Interests — — 1,658 — 1,658 Total Equity 1,866,988 1,196,132 1,690,251 (2,884,725 ) 1,868,646 Total Liabilities and Equity $ 6,382,847 $ 7,652,819 $ 4,819,735 $ (8,595,395 ) $ 10,260,006 ______________________________________________________________ (1) Included within Cash and Cash Equivalents at September 30, 2017 is approximately $38,900 and $74,100 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. See Note 5 for more information on our Cash Pools. |
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, 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 revenues — 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 cost of sales — 4,104 16,457 981 (21,542 ) — Depreciation and amortization 45 73,284 4,266 47,075 — 124,670 Loss (Gain) 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 (Income) Expense, 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 — Income (Loss) from Continuing Operations 7,080 53,573 (5,156 ) (42,509 ) (7,229 ) 5,759 Income (Loss) from Discontinued Operations — 1,464 649 (72 ) — 2,041 Net Income (Loss) 7,080 55,037 (4,507 ) (42,581 ) (7,229 ) 7,800 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 720 — 720 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 7,080 $ 55,037 $ (4,507 ) $ (43,301 ) $ (7,229 ) $ 7,080 Net Income (Loss) $ 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 Income (Loss) 17,923 67,415 (7,462 ) (30,964 ) (27,808 ) 19,104 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 1,181 — 1,181 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 17,923 $ 67,415 $ (7,462 ) $ (32,145 ) $ (27,808 ) $ 17,923 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Three Months Ended September 30, 2017 Parent Guarantors Non- Eliminations Consolidated Revenues: Storage rental $ — $ 360,539 $ 240,552 $ — $ 601,091 Service — 212,587 151,983 — 364,570 Intercompany revenues — 1,148 5,021 (6,169 ) — Total Revenues — 574,274 397,556 (6,169 ) 965,661 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 231,392 186,935 — 418,327 Selling, general and administrative (203 ) 160,455 82,105 — 242,357 Intercompany cost of sales — 5,021 1,148 (6,169 ) — Depreciation and amortization 45 74,470 53,998 — 128,513 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (385 ) 93 — (292 ) Total Operating Expenses (158 ) 470,953 324,279 (6,169 ) 788,905 Operating Income (Loss) 158 103,321 73,277 — 176,756 Interest Expense (Income), Net 41,369 (1,705 ) 49,325 — 88,989 Other Expense (Income), Net 43,258 5,547 10,674 — 59,479 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate (84,469 ) 99,479 13,278 — 28,288 Provision (Benefit) for Income Taxes — 6,138 (3,870 ) — 2,268 Gain on Sale of Real Estate, Net of Tax — — 638 — 638 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (108,814 ) (16,019 ) — 124,833 — Income (Loss) from Continuing Operations 24,345 109,360 16,510 (124,833 ) 25,382 (Loss) Income from Discontinued Operations, Net of Tax — (678 ) (380 ) — (1,058 ) Net Income (Loss) 24,345 108,682 16,130 (124,833 ) 24,324 Less: Net (Loss) Income Attributable to Noncontrolling Interests — — (21 ) — (21 ) Net Income (Loss) Attributable to Iron Mountain Incorporated $ 24,345 $ 108,682 $ 16,151 $ (124,833 ) $ 24,345 Net Income (Loss) $ 24,345 $ 108,682 $ 16,130 $ (124,833 ) $ 24,324 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (4,211 ) — 41,752 — 37,541 Equity in Other Comprehensive Income (Loss) of Subsidiaries 42,458 30,804 — (73,262 ) — Total Other Comprehensive Income (Loss) 38,247 30,804 41,752 (73,262 ) 37,541 Comprehensive Income (Loss) 62,592 139,486 57,882 (198,095 ) 61,865 Comprehensive (Loss) Income Attributable to Noncontrolling Interests — — (727 ) — (727 ) Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 62,592 $ 139,486 $ 58,609 $ (198,095 ) $ 62,592 CONDENSED 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 revenues — 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 cost of sales — 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 — 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 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Nine Months Ended September 30, 2017 Parent Guarantors Non- Eliminations Consolidated Revenues: Storage rental $ — $ 1,070,436 $ 693,173 $ — $ 1,763,609 Service — 644,461 446,273 — 1,090,734 Intercompany revenues — 3,386 18,217 (21,603 ) — Total Revenues — 1,718,283 1,157,663 (21,603 ) 2,854,343 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 700,823 558,495 — 1,259,318 Selling, general and administrative 149 482,737 237,082 — 719,968 Intercompany cost of sales — 18,217 3,386 (21,603 ) — Depreciation and amortization 134 225,760 155,425 — 381,319 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (1,179 ) 212 — (967 ) Total Operating Expenses 283 1,426,358 954,600 (21,603 ) 2,359,638 Operating (Loss) Income (283 ) 291,925 203,063 — 494,705 Interest Expense (Income), Net 124,530 10,653 129,827 — 265,010 Other Expense (Income), Net 43,678 8,609 (18,538 ) — 33,749 (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate (168,491 ) 272,663 91,774 — 195,946 Provision (Benefit) for Income Taxes — 19,318 10,179 — 29,497 Gain on Sale of Real Estate, Net of Tax — — (925 ) — (925 ) Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (329,591 ) (69,394 ) — 398,985 — Income (Loss) from Continuing Operations 161,100 322,739 82,520 (398,985 ) 167,374 (Loss) Income from Discontinued Operations, Net of Tax — (1,635 ) (1,786 ) — (3,421 ) Net Income (Loss) 161,100 321,104 80,734 (398,985 ) 163,953 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — 2,853 — 2,853 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 161,100 $ 321,104 $ 77,881 $ (398,985 ) $ 161,100 Net Income (Loss) $ 161,100 $ 321,104 $ 80,734 $ (398,985 ) $ 163,953 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (12,359 ) — 108,222 — 95,863 Equity in Other Comprehensive Income (Loss) of Subsidiaries 109,589 70,557 — (180,146 ) — Total Other Comprehensive Income (Loss) 97,230 70,557 108,222 (180,146 ) 95,863 Comprehensive Income (Loss) 258,330 391,661 188,956 (579,131 ) 259,816 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — 1,486 — 1,486 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 258,330 $ 391,661 $ 187,470 $ (579,131 ) $ 258,330 |
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, 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 facilities, 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 facilities, 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 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Nine Months Ended September 30, 2017 Parent Guarantors Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities—Continuing Operations $ (139,843 ) $ 512,521 $ 149,612 $ — $ 522,290 Cash Flows from Operating Activities—Discontinued Operations — (1,635 ) (1,786 ) — (3,421 ) Cash Flows from Operating Activities (139,843 ) 510,886 147,826 — 518,869 Cash Flows from Investing Activities: Capital expenditures — (175,912 ) (67,834 ) — (243,746 ) Cash paid for acquisitions, net of cash acquired — (95,137 ) (98,991 ) — (194,128 ) Intercompany loans to subsidiaries 192,808 (124,082 ) — (68,726 ) — Investment in subsidiaries (16,170 ) — — 16,170 — Acquisitions of customer relationships and customer inducements — (54,493 ) (2,394 ) — (56,887 ) Net proceeds from Divestments (see Note 10) — — 2,423 — 2,423 Proceeds from sales of property and equipment and other, net (including real estate) — 12,947 (4,010 ) — 8,937 Cash Flows from Investing Activities—Continuing Operations 176,638 (436,677 ) (170,806 ) (52,556 ) (483,401 ) Cash Flows from Investing Activities—Discontinued Operations — — — — — Cash Flows from Investing Activities 176,638 (436,677 ) (170,806 ) (52,556 ) (483,401 ) Cash Flows from Financing Activities: Repayment of revolving credit, term loan facilities and other debt (262,579 ) (5,299,475 ) (4,100,106 ) — (9,662,160 ) Proceeds from revolving credit, term loan facilities and other debt 224,660 5,386,028 4,256,072 — 9,866,760 Early retirement of senior notes (1,031,554 ) — (162,328 ) — (1,193,882 ) Net proceeds from sales of senior notes 1,320,183 — — — 1,320,183 Debit balances (payments) under cash pools — 73,104 36,168 (109,272 ) — Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — 9,629 — 9,629 Intercompany loans from parent — (199,602 ) 130,876 68,726 — Equity contribution from parent — — 16,170 (16,170 ) — Parent cash dividends (292,980 ) — — — (292,980 ) Net proceeds (payments) associated with employee stock-based awards 6,615 — — — 6,615 Payment of debt financing and stock issuance costs (1,513 ) (10,892 ) (280 ) — (12,685 ) Cash Flows from Financing Activities—Continuing Operations (37,168 ) (50,837 ) 186,201 (56,716 ) 41,480 Cash Flows from Financing Activities—Discontinued Operations — — — — — Cash Flows from Financing Activities (37,168 ) (50,837 ) 186,201 (56,716 ) 41,480 Effect of exchange rates on cash and cash equivalents — — 24,454 — 24,454 (Decrease) Increase in cash and cash equivalents (373 ) 23,372 187,675 (109,272 ) 101,402 Cash and cash equivalents, beginning of period 2,405 23,380 210,699 — 236,484 Cash and cash equivalents, end of period $ 2,032 $ 46,752 $ 398,374 $ (109,272 ) $ 337,886 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of analysis of business segment information and reconciliation | An analysis of our business segment information and reconciliation to the accompanying Condensed 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, 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 EBITDA 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 Paid (Received) for Acquisitions, Net of Cash Acquired 17 — 225 (424 ) — (182 ) Acquisitions of Customer Relationships and Customer Inducements 19,057 — 4,566 486 — 24,109 For the Three Months Ended September 30, 2017 Total Revenues 513,567 106,986 128,082 199,698 17,328 965,661 Depreciation and Amortization 57,982 8,886 17,385 29,397 14,863 128,513 Depreciation 49,201 6,606 12,080 19,384 13,302 100,573 Amortization 8,781 2,280 5,305 10,013 1,561 27,940 Adjusted EBITDA 224,882 56,800 43,464 59,082 (61,204 ) 323,024 Expenditures for Segment Assets 61,016 42,080 40,181 47,676 71,868 262,821 Capital Expenditures 33,860 8,551 4,573 19,607 11,948 78,539 Cash Paid (Received) for Acquisitions, Net of Cash Acquired — 33,529 35,093 27,363 59,920 155,905 Acquisitions of Customer Relationships and Customer Inducements 27,156 — 515 706 — 28,377 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 EBITDA 565,254 170,255 102,765 117,351 (164,842 ) 790,783 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 (1) (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 For the Nine Months Ended September 30, 2017 Total Revenues 1,530,761 319,931 370,020 581,344 52,287 2,854,343 Depreciation and Amortization 177,145 26,774 47,806 87,276 42,318 381,319 Depreciation 151,272 19,980 35,334 59,207 36,687 302,480 Amortization 25,873 6,794 12,472 28,069 5,631 78,839 Adjusted EBITDA 655,180 169,295 114,134 170,595 (175,552 ) 933,652 Expenditures for Segment Assets 165,544 58,949 47,285 109,380 113,603 494,761 Capital Expenditures 106,673 25,420 11,194 48,776 51,683 243,746 Cash Paid (Received) for Acquisitions, Net of Cash Acquired 4,379 33,529 35,093 59,207 61,920 194,128 Acquisitions of Customer Relationships and Customer Inducements 54,492 — 998 1,397 — 56,887 ______________________________________________________________ (1) Cash paid for acquisitions, net of cash acquired for our 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. |
Schedule of reconciliation of Adjusted EBITDA to income from continuing operations | A reconciliation of Adjusted EBITDA to income (loss) from continuing operations on a consolidated basis is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Adjusted EBITDA $ 294,203 $ 323,024 $ 790,783 $ 933,652 (Add)/Deduct: Gain on Sale of Real Estate, Net of Tax(1) (325 ) 638 (325 ) (925 ) Provision (Benefit) for Income Taxes 23,418 2,268 46,157 29,497 Other Expense (Income), Net 23,302 59,479 37,006 33,749 Interest Expense, Net 83,300 88,989 225,228 265,010 (Gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net (54 ) (292 ) (1,131 ) (967 ) Depreciation and Amortization 124,670 128,513 326,896 381,319 Recall Costs(2) 34,133 18,047 102,872 58,595 Income (Loss) from Continuing Operations $ 5,759 $ 25,382 $ 54,080 $ 167,374 _______________________________________________________________________________ (1) Tax expense associated with the gain on sale of real estate for the three and nine months ended September 30, 2017 was $640 . (2) Represents operating expenditures associated with the Recall Transaction, including: (i) advisory and professional fees to complete the Recall Transaction; (ii) costs associated with the Divestments required in connection with receipt of regulatory approvals (including transitional services); and (iii) costs to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs, as well as certain costs associated with our shared service center initiative for our finance, human resources and information technology functions ("Recall Costs"). |
Stockholders' Equity Matters (T
Stockholders' Equity Matters (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of dividend declared and payments | In fiscal year 2016 and in the first nine months of 2017 , our board of directors declared the following dividends: Declaration Date Dividend Record Date Total Payment Date February 17, 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 October 31, 2016 0.5500 December 15, 2016 145,006 December 30, 2016 February 15, 2017 0.5500 March 15, 2017 145,235 April 3, 2017 May 24, 2017 0.5500 June 15, 2017 145,417 July 3, 2017 July 27, 2017 0.5500 September 15, 2017 146,772 October 2, 2017 |
Divestments (Tables)
Divestments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The table below summarizes certain results of operations of the Recall Divestments for the three and nine months ended September 30, 2016: Three Months Ended September 30, 2016 Description Initial 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(1) 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 Condensed 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 Condensed 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). The table below summarizes certain results of operations of the Recall Divestments for the three and nine months ended September 30, 2017: Three Months Ended September 30, 2017 Description Initial United States Divestments Seattle/Atlanta Divestments Recall Canadian Divestments UK Divestments Total(1) Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes $ — $ (1,061 ) $ (617 ) $ — $ (1,678 ) Provision (Benefit) for Income Taxes — (383 ) — (237 ) — (620 ) Income (Loss) from Discontinued Operations, Net of Tax $ — $ (678 ) $ (380 ) $ — $ (1,058 ) Nine Months Ended September 30, 2017 Description Initial Seattle/Atlanta Divestments Recall Canadian Divestments UK Divestments Total(1) Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes $ — $ (2,623 ) $ (2,533 ) $ — $ (5,156 ) Provision (Benefit) for Income Taxes — (988 ) — (747 ) — (1,735 ) Income (Loss) from Discontinued Operations, Net of Tax $ — $ (1,635 ) $ (1,786 ) $ — $ (3,421 ) _____________________________________________________________________________ (1) During the three and nine months ended September 30, 2017, the loss from discontinued operations before benefit for income taxes of $1,678 and $5,156 , respectively, was primarily related to costs to provide transition services related to the Recall Divestments. |
Recall Costs (Tables)
Recall Costs (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition costs Included in Statement of Operations | Recall Costs included in the accompanying Condensed Consolidated Statements of Operations are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cost of sales (excluding depreciation and amortization) $ 4,457 $ 3,059 $ 4,788 $ 16,019 Selling, general and administrative expenses 29,676 14,988 98,084 42,576 Total Recall Costs $ 34,133 $ 18,047 $ 102,872 $ 58,595 Recall Costs included in the accompanying Condensed Consolidated Statements of Operations by segment are as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 North American Records and Information Management Business $ 4,989 $ 2,540 $ 7,822 $ 16,165 North American Data Management Business 1,578 295 2,095 2,171 Western European Business 7,483 2,586 11,613 7,933 Other International Business 5,638 2,570 11,586 6,158 Corporate and Other Business 14,445 10,056 69,756 26,168 Total Recall Costs $ 34,133 $ 18,047 $ 102,872 $ 58,595 |
Restructuring and Related Costs [Table Text Block] | A rollforward of accrued liabilities related to Recall Costs on our Condensed Consolidated Balance Sheets as of December 31, 2016 to September 30, 2017 is as follows: Accrual for Recall Costs Balance at December 31, 2016 $ 4,914 Amounts accrued 18,803 Change in estimates(1) (230 ) Payments (15,179 ) Currency translation adjustments 89 Balance at September 30, 2017(2) $ 8,397 _______________________________________________________________________________ (1) Includes adjustments made to amounts accrued in a prior period. (2) Accrued liabilities related to Recall Costs as of September 30, 2017 presented in the table above generally related to employee severance costs and onerous lease liabilities. We expect that the majority of these liabilities will be paid throughout 2017. Additional Recall Costs recorded in our Condensed Consolidated Statement of Operations have either been settled in cash during the nine months ended September 30, 2017 or are included in our Condensed Consolidated Balance Sheet as of September 30, 2017 as a component of accounts payable. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - (Gain) Loss on Foreign Currency Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Total loss on foreign currency transactions | $ 11,865 | $ 10,685 | $ 27,900 | $ 15,336 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Goodwill Narrative (Details) - USD ($) $ in Thousands | Oct. 01, 2016 | Sep. 30, 2017 | May 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Goodwill, Impairment Loss | $ 0 | ||
Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposal group, goodwill | $ 3,515 | $ 3,515 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Changes in Carrying Value of Goodwill, by Reportable Operating Segment (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | May 30, 2017 | Dec. 31, 2016 | |
Goodwill | |||
Goodwill | $ 4,070,656 | $ 3,905,021 | |
Gross amount of goodwill [Roll Forward] | |||
Beginning balance | 4,219,868 | ||
Deductible goodwill acquired during the year | 1,746 | ||
Non-deductible goodwill acquired during the year | 59,651 | ||
Fair value and other adjustments | 5,198 | ||
Currency effects | 104,039 | ||
Ending balance | 4,386,987 | ||
Goodwill accumulated amortization [Roll Forward] | |||
Accumulated amortization. beginning balance | 314,847 | ||
Currency effects | 1,484 | ||
Accumulated amortization. ending balance | 316,331 | ||
Accumulated goodwill impairment, beginning balance | 132,409 | ||
Accumulated goodwill impairment, ending balance | 132,409 | ||
North American Records and Information Management Business | |||
Goodwill | |||
Goodwill | 2,270,654 | 2,280,911 | |
Gross amount of goodwill [Roll Forward] | |||
Beginning balance | 2,485,806 | ||
Deductible goodwill acquired during the year | 409 | ||
Non-deductible goodwill acquired during the year | 0 | ||
Fair value and other adjustments | (24,801) | ||
Currency effects | 14,670 | ||
Ending balance | 2,476,084 | ||
Goodwill accumulated amortization [Roll Forward] | |||
Accumulated amortization. beginning balance | 204,895 | ||
Currency effects | 535 | ||
Accumulated amortization. ending balance | 205,430 | ||
Accumulated goodwill impairment, beginning balance | 85,909 | ||
Accumulated goodwill impairment, ending balance | 85,909 | ||
North American Data Management Business | |||
Goodwill | |||
Goodwill | 523,863 | 505,690 | |
Gross amount of goodwill [Roll Forward] | |||
Beginning balance | 559,443 | ||
Deductible goodwill acquired during the year | 0 | ||
Non-deductible goodwill acquired during the year | 13,919 | ||
Fair value and other adjustments | 208 | ||
Currency effects | 4,180 | ||
Ending balance | 577,750 | ||
Goodwill accumulated amortization [Roll Forward] | |||
Accumulated amortization. beginning balance | 53,753 | ||
Currency effects | 134 | ||
Accumulated amortization. ending balance | 53,887 | ||
Accumulated goodwill impairment, beginning balance | 0 | ||
Accumulated goodwill impairment, ending balance | 0 | ||
Western European Business | |||
Goodwill | |||
Goodwill | 409,206 | 349,421 | |
Gross amount of goodwill [Roll Forward] | |||
Beginning balance | 405,571 | ||
Deductible goodwill acquired during the year | 0 | ||
Non-deductible goodwill acquired during the year | 16,947 | ||
Fair value and other adjustments | 9,749 | ||
Currency effects | 33,889 | ||
Ending balance | 466,156 | ||
Goodwill accumulated amortization [Roll Forward] | |||
Accumulated amortization. beginning balance | 56,150 | ||
Currency effects | 800 | ||
Accumulated amortization. ending balance | 56,950 | ||
Accumulated goodwill impairment, beginning balance | 46,500 | ||
Accumulated goodwill impairment, ending balance | 46,500 | ||
Other International Business | |||
Goodwill | |||
Goodwill | 838,395 | 743,077 | |
Gross amount of goodwill [Roll Forward] | |||
Beginning balance | 743,126 | ||
Deductible goodwill acquired during the year | 620 | ||
Non-deductible goodwill acquired during the year | 26,886 | ||
Fair value and other adjustments | 20,042 | ||
Currency effects | 51,300 | ||
Ending balance | 838,459 | ||
Goodwill accumulated amortization [Roll Forward] | |||
Accumulated amortization. beginning balance | 49 | ||
Currency effects | 15 | ||
Accumulated amortization. ending balance | 64 | ||
Accumulated goodwill impairment, beginning balance | 0 | ||
Accumulated goodwill impairment, ending balance | 0 | ||
Corporate and Other | |||
Goodwill | |||
Goodwill | 28,538 | $ 25,922 | |
Gross amount of goodwill [Roll Forward] | |||
Beginning balance | 25,922 | ||
Deductible goodwill acquired during the year | 717 | ||
Non-deductible goodwill acquired during the year | 1,899 | ||
Fair value and other adjustments | 0 | ||
Currency effects | 0 | ||
Ending balance | 28,538 | ||
Goodwill accumulated amortization [Roll Forward] | |||
Accumulated amortization. beginning balance | 0 | ||
Currency effects | 0 | ||
Accumulated amortization. ending balance | 0 | ||
Accumulated goodwill impairment, beginning balance | 0 | ||
Accumulated goodwill impairment, ending balance | 0 | ||
Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | |||
Gross amount of goodwill [Roll Forward] | |||
Disposal Group, Including Discontinued Operation, Goodwill | (3,515) | $ (3,515) | |
Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | North American Records and Information Management Business | |||
Gross amount of goodwill [Roll Forward] | |||
Disposal Group, Including Discontinued Operation, Goodwill | 0 | ||
Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | North American Data Management Business | |||
Gross amount of goodwill [Roll Forward] | |||
Disposal Group, Including Discontinued Operation, Goodwill | 0 | ||
Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | Western European Business | |||
Gross amount of goodwill [Roll Forward] | |||
Disposal Group, Including Discontinued Operation, Goodwill | 0 | ||
Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | Other International Business | |||
Gross amount of goodwill [Roll Forward] | |||
Disposal Group, Including Discontinued Operation, Goodwill | (3,515) | ||
Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | Corporate and Other | |||
Gross amount of goodwill [Roll Forward] | |||
Disposal Group, Including Discontinued Operation, Goodwill | $ 0 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Schedule of Components of Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Amortizable intangible assets | |||||
Gross carrying amount | $ 1,831,861 | $ 1,831,861 | $ 1,628,808 | ||
Accumulated amortization | (435,339) | (435,339) | (359,486) | ||
Net carrying amount | 1,396,522 | 1,396,522 | 1,269,322 | ||
Amortization of other deferred charges | 27,940 | $ 26,310 | 78,839 | $ 59,616 | |
Revenue reduction associated with amortization of permanent withdrawal fees | 2,721 | $ 2,947 | 8,627 | $ 9,047 | |
Customer Relationships and Acquisition Costs | |||||
Amortizable intangible assets | |||||
Gross carrying amount | 1,810,871 | 1,810,871 | 1,604,020 | ||
Accumulated amortization | (425,723) | (425,723) | (351,497) | ||
Net carrying amount | 1,385,148 | 1,385,148 | 1,252,523 | ||
Core Technology | |||||
Amortizable intangible assets | |||||
Gross carrying amount | 20,990 | 20,990 | 24,788 | ||
Accumulated amortization | (9,616) | (9,616) | (7,989) | ||
Net carrying amount | $ 11,374 | $ 11,374 | $ 16,799 | ||
Minimum | Customer Relationships [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||||
Minimum | Initial Costs For Transport Of Boxes [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 8 years | ||||
Minimum | Customer Relationships Current Record Management Vendor Or Payments To Customers [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Minimum | Other Intangible Assets [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Maximum | Customer Relationships [Member] | |||||
Amortizable intangible assets | |||||
Finite-Lived Intangible Asset, Useful Life | 30 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 Accoun36
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee stock-based awards | ||||
Weighted Average Common Shares Outstanding-Basic (in shares) | 265,198,000 | 263,269,000 | 264,423,000 | 240,394,000 |
Stock-based compensation | $ 7,761 | $ 5,957 | $ 22,853 | $ 21,870 |
Stock-based compensation expense (income), net of tax | $ 6,851 | $ 4,245 | $ 20,174 | $ 16,170 |
Stock-based compensation expense per basic and diluted share (in dollars per share) | $ 0.03 | $ 0.02 | $ 0.08 | $ 0.07 |
Excess tax benefits (deficiency) from stock-based compensation | $ 0 | $ 91 | ||
Certain options as a percentage of total outstanding options | 100.00% | 100.00% | ||
Summary of option activity | ||||
Options outstanding balance, end of period (in shares) | 3,828,351 | 3,828,351 | ||
Share-Based Compensation, aggregate disclosures | ||||
Employee stock-based awards, unrecognized compensation costs on nonvested awards | $ 44,965 | $ 44,965 | ||
Employee stock-based awards, unrecognized compensation costs on nonvested awards, weighted average period of recognition | 1 year 11 months 23 days | |||
Continuing Operations | ||||
Employee stock-based awards | ||||
Stock-based compensation | 7,761 | $ 5,957 | $ 22,853 | 21,870 |
Continuing Operations | Cost of sales (excluding depreciation and amortization) | ||||
Employee stock-based awards | ||||
Stock-based compensation | 25 | 28 | 80 | 80 |
Continuing Operations | Selling, general and administrative expenses | ||||
Employee stock-based awards | ||||
Stock-based compensation | $ 7,736 | 5,929 | $ 22,773 | $ 21,790 |
Three year vesting options | ||||
Employee stock-based awards | ||||
Certain options as a percentage of total outstanding options | 88.50% | 88.50% | ||
Summary of option activity | ||||
Options outstanding balance, end of period (in shares) | 3,386,180 | 3,386,180 | ||
Five year vesting options | ||||
Employee stock-based awards | ||||
Certain options as a percentage of total outstanding options | 11.50% | 11.50% | ||
Summary of option activity | ||||
Options outstanding balance, end of period (in shares) | 442,171 | 442,171 | ||
Stock Options | ||||
Employee stock-based awards | ||||
Weighted average fair value of options granted (in dollars per share) | $ 4.26 | $ 2.55 | ||
Weighted average assumptions used for grants | ||||
Expected volatility (as a percent) | 25.80% | 27.20% | ||
Risk-free interest rate (as a percent) | 1.96% | 1.32% | ||
Expected dividend yield (as a percent) | 6.00% | 7.00% | ||
Expected life of the option | 5 years | 5 years 6 months 29 days | ||
Summary of option activity | ||||
Options outstanding balance, beginning of period (in shares) | 3,451,698 | |||
Options granted (in shares) | 1,007,224 | |||
Options exercised (in shares) | (572,677) | |||
Options forfeited (in shares) | (56,113) | |||
Options expired (in shares) | (1,781) | |||
Options outstanding balance, end of period (in shares) | 3,828,351 | 3,828,351 | ||
Options exercisable balance (in shares) | 1,751,045 | 1,751,045 | ||
Options expected to vest (in shares) | 1,966,919 | 1,966,919 | ||
Weighted Average Exercise Price | ||||
Weighted average exercise price, options outstanding balance beginning of period (in dollars per share) | $ 31.79 | |||
Weighted average exercise price, options granted (in dollars per share) | 36.89 | |||
Weighted average exercise price, options exercised (in dollars per share) | 24.51 | |||
Weighted average exercise price, options forfeited (in dollars per share) | 33.50 | |||
Weighted average exercise price, options expired (in dollars per share) | 38.83 | |||
Weighted average exercise price, options outstanding balance end of period (in dollars per share) | $ 34.20 | 34.20 | ||
Weighted average exercise price, options exercisable (in dollars per share) | 31.44 | 31.44 | ||
Weighted average exercise price, options expected to vest (in dollars per share) | $ 36.54 | $ 36.54 | ||
Weighted average remaining contractual term | ||||
Weighted average remaining contractual term, options outstanding | 7 years 5 months 1 day | |||
Weighted average remaining contractual term, options exercisable | 5 years 9 months 29 days | |||
Weighted average remaining contractual term, options expected to vest | 8 years 9 months 4 days | |||
Aggregate intrinsic value | ||||
Aggregate intrinsic value, options outstanding | $ 21,436 | $ 21,436 | ||
Aggregate intrinsic value, options exercisable | 15,332 | 15,332 | ||
Aggregate intrinsic value, options expected to vest | 5,789 | 5,789 | ||
Aggregate intrinsic value of stock options exercised | ||||
Aggregate intrinsic value of stock options exercised | $ 3,142 | 5,433 | $ 6,989 | $ 16,792 |
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 | 60,167 | 56,662 | ||
Employee stock purchase plan, shares available for grant | 667,427 | 667,427 | ||
Performance units | ||||
Dividends accrued | ||||
Accrued cash dividends | $ 315 | 264 | $ 960 | $ 789 |
Cash dividends paid | $ 0 | 0 | $ 205 | 645 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||||
Non-vested at the beginning of the period (in shares) | 438,302 | |||
Granted (in shares) | 229,692 | |||
Vested (in shares) | (34,242) | |||
Forfeited (in shares) | (148,217) | |||
Non-vested at the end of the period (in shares) | 485,535 | 485,535 | ||
Weighted average grant date fair value | ||||
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share) | $ 33.67 | |||
Weighted average grant date fair value, granted (in dollars per share) | 41.93 | |||
Weighted average grant date fair value, vested (in dollars per share) | 27.95 | |||
Weighted average grant date fair value, forfeited (in dollars per share) | 29.66 | |||
Weighted average grant date fair value, non-vested, end of period (in dollars per share) | $ 39.20 | $ 39.20 | ||
Total fair value of shares or units vested | $ 52 | 17 | $ 957 | 5,272 |
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 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 | Two Thousand Seventeen [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 | ||||
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 | ||||
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 | ||||
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) | 559,340 | |||
Granted (in shares) | 229,692 | |||
Vested (in shares) | (34,242) | |||
Forfeited (in shares) | (19,188) | |||
Non-vested at the end of the period (in shares) | 735,602 | 735,602 | ||
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) | (121,038) | |||
Granted (in shares) | 0 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | (129,029) | |||
Non-vested at the end of the period (in shares) | (250,067) | (250,067) | ||
Restricted Stock Units | ||||
Employee stock-based awards | ||||
Accrued cash dividends | $ 615 | 620 | $ 1,960 | 1,867 |
Dividends accrued | ||||
Cash dividends paid | $ 183 | 129 | $ 2,122 | 1,960 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||||
Non-vested at the beginning of the period (in shares) | 1,163,393 | |||
Granted (in shares) | 592,119 | |||
Vested (in shares) | (550,683) | |||
Forfeited (in shares) | (88,226) | |||
Non-vested at the end of the period (in shares) | 1,116,603 | 1,116,603 | ||
Weighted average grant date fair value | ||||
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share) | $ 33.21 | |||
Weighted average grant date fair value, granted (in dollars per share) | 36.66 | |||
Weighted average grant date fair value, vested (in dollars per share) | 32.70 | |||
Weighted average grant date fair value, forfeited (in dollars per share) | 34.98 | |||
Weighted average grant date fair value, non-vested, end of period (in dollars per share) | $ 35.15 | $ 35.15 | ||
Total fair value of shares or units vested | $ 1,933 | $ 1,486 | $ 18,006 | $ 19,271 |
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 Accoun37
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, 2017USD ($)bank$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2017USD ($)bank$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2016USD ($)bank | Dec. 31, 2015USD ($) | |
Income (Loss) Per Share-Basic and Diluted | ||||||
Income (loss) from continuing operations | $ 25,382 | $ 5,759 | $ 167,374 | $ 54,080 | ||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | (21) | 720 | 2,853 | 1,822 | ||
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation) | 25,403 | 5,039 | 164,521 | 52,258 | ||
Income (loss) from discontinued operations, net of tax | (1,058) | 2,041 | (3,421) | 3,628 | ||
Net income (loss) attributable to Iron Mountain Incorporated | $ 24,345 | $ 7,080 | $ 161,100 | $ 55,886 | ||
Weighted-average shares—basic | shares | 265,198,000 | 263,269,000 | 264,423,000 | 240,394,000 | ||
Effect of dilutive potential stock options (in shares) | shares | 414,258 | 640,202 | 423,688 | 628,263 | ||
Effect of dilutive potential restricted stock, RSUs and PUs (in shares) | shares | 526,725 | 592,773 | 446,002 | 497,658 | ||
Weighted-average shares—diluted | shares | 266,138,983 | 264,501,975 | 265,292,690 | 241,519,921 | ||
Earnings (Losses) per share-basic: | ||||||
Income (Loss) from continuing operations (in dollars per share) | $ / shares | $ 0.10 | $ 0.02 | $ 0.62 | $ 0.22 | ||
Total (loss) income discontinued operations (in dollars per share) | $ / shares | 0 | 0.01 | (0.01) | 0.02 | ||
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | $ / shares | 0.09 | 0.03 | 0.61 | 0.23 | ||
Earnings (Losses) per share-diluted: | ||||||
Income (Loss) from continuing operations (in dollars per share) | $ / shares | 0.10 | 0.02 | 0.62 | 0.22 | ||
Total (loss) income from discontinued operations (in dollars per share) | $ / shares | 0 | 0.01 | (0.01) | 0.02 | ||
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | $ / shares | $ 0.09 | $ 0.03 | $ 0.61 | $ 0.23 | ||
Antidilutive stock options, RSUs and PUs, excluded from the calculation (in shares) | shares | 2,620,225 | 759,478 | 2,605,203 | 1,725,249 | ||
Income Taxes: | ||||||
Effective tax rates (as a percent) | 8.00% | 81.20% | 15.10% | 46.20% | ||
Income (Loss) From Continuing Operations Before Income Taxes, Minority Interest, and (Gain) Loss on Disposition of Real Estate | $ 28,288 | $ 28,852 | $ 195,946 | $ 99,912 | ||
Provision (Benefit) for Income Taxes | $ 2,268 | $ 23,418 | $ 29,497 | $ 46,157 | ||
Federal statutory tax rate (as a percent) | 35.00% | 35.00% | 35.00% | 35.00% | ||
Gain (Loss) on Disposition of Business | $ 0 | $ (14,000) | ||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 18,457 | $ 25,968 | ||||
Concentrations of Credit Risk | ||||||
Number of global banks with cash, cash equivalent and restricted cash held on deposit | bank | 6 | 6 | 6 | |||
Cash and cash equivalents | $ 337,886 | $ 458,128 | $ 337,886 | $ 458,128 | $ 236,484 | $ 128,381 |
Money market funds and time deposits | $ 55,132 | $ 55,132 | $ 22,240 | |||
Australia Divestment Business | Disposed of by Sale, Not Discontinued Operations | ||||||
Income Taxes: | ||||||
Gain (Loss) on Disposition of Business | $ (14,000) |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - Fair value measured on recurring basis - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 10,741 | 10,181 |
Derivatives Asset | 0 | |
Significant other observable inputs (Level 2) | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | 55,132 | 22,240 |
Trading securities | 511 | 478 |
Derivatives Asset | 808 | |
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 |
Derivatives Asset | 0 | |
Estimate of Fair Value Measurement [Member] | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | 55,132 | 22,240 |
Trading securities | 11,252 | $ 10,659 |
Foreign Currency Contract, Asset, Fair Value Disclosure | $ 808 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income and Other Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | May 30, 2017 | Jun. 30, 2016 | |
Accumulated other comprehensive items, net | |||||||
Gain (Loss) on Disposition of Business | $ 0 | $ (14,000) | |||||
Disposal group, gain on sale of disposal | 38,869 | 0 | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | $ (153,590) | $ (149,289) | (212,573) | (174,917) | |||
Other comprehensive loss: | |||||||
Foreign currency translation adjustments | 38,247 | 10,843 | 97,230 | 37,205 | |||
Market value adjustments for securities | (734) | ||||||
Total Other comprehensive (loss) income | 38,247 | 10,843 | 97,230 | 36,471 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | (115,343) | $ (153,590) | (138,446) | (115,343) | (138,446) | ||
Total loss on foreign currency transactions | 11,865 | 10,685 | 27,900 | 15,336 | |||
Debt extinguishment expense | 48,298 | 0 | 48,298 | 9,283 | |||
Other, net | (684) | 12,617 | (42,449) | 12,387 | |||
Other (Income) Expense, Net | 59,479 | 23,302 | 33,749 | 37,006 | |||
Australia Divestment Business | Disposed of by Sale, Not Discontinued Operations | |||||||
Accumulated other comprehensive items, net | |||||||
Gain (Loss) on Disposition of Business | (14,000) | ||||||
Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | |||||||
Accumulated other comprehensive items, net | |||||||
Disposal group, cumulative translation adjustment | $ 29,100 | ||||||
Disposal group, gain on sale of disposal | 38,869 | 38,869 | |||||
Foreign currency translation adjustments | |||||||
Accumulated other comprehensive items, net | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | (153,590) | (149,289) | (212,573) | (175,651) | |||
Other comprehensive loss: | |||||||
Foreign currency translation adjustments | 38,247 | 10,843 | 97,230 | 37,205 | |||
Market value adjustments for securities | 0 | ||||||
Total Other comprehensive (loss) income | 38,247 | 10,843 | 97,230 | 37,205 | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | (115,343) | (153,590) | (138,446) | (115,343) | (138,446) | ||
Market value adjustments for securities | |||||||
Accumulated other comprehensive items, net | |||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | 0 | 0 | 0 | 734 | |||
Other comprehensive loss: | |||||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | |||
Market value adjustments for securities | (734) | ||||||
Total Other comprehensive (loss) income | 0 | 0 | 0 | (734) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Unsecured Bridge Term Loan | |||||||
Other comprehensive loss: | |||||||
Bridge Loan | $ 850,000 |
Summary of Significant Accoun40
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Capitalization of internal use computer software | $ 5,872 | $ 3,601 | $ 17,792 | $ 12,139 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | (292) | (54) | (967) | (1,131) |
Proceeds from Sale of Real Estate | 12,700 | |||
Gain on sale of real estate, net of tax | $ (638) | $ 325 | 925 | $ 325 |
Gain on sale of real estate, tax | $ 640 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Cash dividends on RSUs (Details) - Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee stock-based awards | ||||
Accrued cash dividends | $ 615 | $ 620 | $ 1,960 | $ 1,867 |
Cash dividends paid | $ 183 | $ 129 | $ 2,122 | $ 1,960 |
Derivative Instruments and He42
Derivative Instruments and Hedging Activities (Details) € in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017EUR (€) | Dec. 31, 2016USD ($) | Sep. 30, 2016EUR (€) | |
Derivative instruments | |||||||
Cash receipts | $ 522,290 | $ 418,952 | |||||
Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | |||||||
Derivative instruments | |||||||
Derivatives used in Net Investment Hedge, Net of Tax | $ 5,844 | 5,844 | |||||
Former Revolving Credit Facility [Member] | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | |||||||
Derivative instruments | |||||||
Notional amount of derivatives | € | € 29,858 | ||||||
Senior Notes 4.375 Percent due 2021 | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | |||||||
Derivative instruments | |||||||
Notional amount of derivatives | € | € 84,443 | ||||||
Foreign exchange contracts | |||||||
Derivative instruments | |||||||
Cash receipts | 7,643 | $ 0 | 8,536 | $ 0 | |||
Foreign exchange contracts | Purchases | |||||||
Derivative instruments | |||||||
Notional amount of derivatives | € 135,000 | $ 0 | |||||
Foreign exchange contracts | Sales | |||||||
Derivative instruments | |||||||
Derivative, amount of hedged item | 159,591 | 159,591 | |||||
Prepaid expenses and other | Foreign exchange contracts | |||||||
Derivative instruments | |||||||
Derivatives Asset | $ 808 | $ 808 |
Derivative Instruments and He43
Derivative Instruments and Hedging Activities - Fair Value of Derivatives (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Foreign exchange contracts | Prepaid expenses and other | |
Fair value of derivative instruments | |
Derivatives Asset | $ 808 |
Derivative Instruments and He44
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Foreign exchange (losses) gains | $ (4,211) | $ (313) | $ (12,359) | $ (901) |
Less: Tax (benefit) expense on foreign exchange (losses) gains | 0 | 0 | 0 | 0 |
Foreign exchange (losses) gains, net of tax | $ (4,211) | $ (313) | $ (12,359) | $ (901) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, € in Thousands, $ in Thousands | Sep. 29, 2017USD ($) | Sep. 29, 2017EUR (€) | Sep. 01, 2017USD ($)shares | Jul. 05, 2017USD ($) | Jul. 05, 2017EUR (€) | Dec. 30, 2016USD ($) | Dec. 30, 2016EUR (€) | May 02, 2016USD ($)shares | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($)acquisition | Nov. 30, 2016region | Sep. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2017EUR (€) | Sep. 30, 2017USD ($)acquisitionshares | Sep. 30, 2016USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Sep. 30, 2017USD ($) | Aug. 31, 2017$ / shares | Apr. 29, 2016$ / shares |
Business Acquisition [Line Items] | |||||||||||||||||||||
Disposal group, revenue | $ 6,562 | $ 10,571 | |||||||||||||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Australia Divestment Business And Iron Mountain Canadian Divestments [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Disposal group, revenue | 12,951 | 39,678 | |||||||||||||||||||
Disposal group, operating income | $ 1,012 | $ 2,504 | |||||||||||||||||||
Recall Holdings Limited [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Cash consideration | $ 331,800 | ||||||||||||||||||||
Price per outstanding share | $ / shares | $ 36.53 | ||||||||||||||||||||
Consideration transferred | $ 2,166,900 | ||||||||||||||||||||
Business combination separately recognized transactions expenses and losses recognized, acquisition costs incurred to date | $ 140,661 | ||||||||||||||||||||
Recall Holdings Limited [Member] | Common Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Acquisition, shares of common stock issued | shares | 50,233,412 | 50,233,412 | |||||||||||||||||||
Santa Fe Transaction 2016 [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Cash consideration | $ 14,200 | € 13,500 | |||||||||||||||||||
Consideration transferred | $ 16,000 | € 15,200 | |||||||||||||||||||
Business acquisition, number of regions | region | 10 | ||||||||||||||||||||
Santa Fe Transaction 2017 [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration transferred | $ 13,000 | € 11,700 | |||||||||||||||||||
Ransa and Depositos Transaction [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration transferred | $ 14,700 | ||||||||||||||||||||
Number of acquisitions | acquisition | 2 | ||||||||||||||||||||
Fileminders Ltd [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration transferred | $ 28,500 | € 24,900 | |||||||||||||||||||
FORTRUST [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Cash consideration | $ 54,500 | ||||||||||||||||||||
Price per outstanding share | $ / shares | $ 37.84 | ||||||||||||||||||||
Consideration transferred | $ 137,500 | ||||||||||||||||||||
FORTRUST [Member] | Common Stock | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Acquisition, shares of common stock issued | shares | 2,193,637 | 2,193,637 | |||||||||||||||||||
Bonded Transaction [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration transferred | $ 83,000 | € 62,000 | |||||||||||||||||||
Storage and Records Management Company [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of acquisitions | acquisition | 3 | ||||||||||||||||||||
Storage and Data Management Company [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of acquisitions | acquisition | 1 | ||||||||||||||||||||
Art Storage Company [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of acquisitions | acquisition | 1 | ||||||||||||||||||||
Q1 2017 Additional Acquisitions [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration transferred | $ 15,100 | ||||||||||||||||||||
Q1 2017 Additional Acquisitions [Member] | Minimum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration transferred | 1,400 | ||||||||||||||||||||
Q1 2017 Additional Acquisitions [Member] | Maximum | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration transferred | $ 4,400 |
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, 2016 | |
Business Combinations [Abstract] | ||
Total Revenues | $ 942,822 | $ 2,829,736 |
Income from Continuing Operations | $ 7,843 | $ 86,677 |
Per Share Income from Continuing Operations - Basic | $ 0.03 | $ 0.33 |
Per Share Income from Continuing Operations - Diluted | $ 0.03 | $ 0.33 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value of Identifiable Assets Acquired: | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14,487 | |
Goodwill | 4,070,656 | $ 3,905,021 |
Fiscal Year 2017 Acquisitions | ||
Business Acquisition [Line Items] | ||
Cash Paid (gross of cash acquired) | 207,772 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 83,014 | |
Fair Value of Noncontrolling Interests | 1,497 | |
Total Consideration | 292,283 | |
Fair Value of Identifiable Assets Acquired: | ||
Cash | 13,781 | |
Accounts Receivable and Prepaid Expenses | 15,648 | |
Other Assets | 1,687 | |
Property, Plant and Equipment | 135,369 | |
Customer Relationship Intangible Assets & Acquired in Place Lease Value | 86,052 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | (3,934) | |
Accounts Payable, Accrued Expenses and Other Liabilities | (22,200) | |
Deferred Income Taxes | (10,004) | |
Total Fair Value of Identifiable Net Assets Acquired | 230,886 | |
Goodwill | 61,397 | |
Cash Acquired from Acquisition | 13,781 | |
Payments for (Proceeds from) Previous Acquisition | $ 137 | |
Customer Relationships [Member] | ||
Fair Value of Identifiable Assets Acquired: | ||
Acquired finite-lived intangible assets, weighted average useful life | 11 years | |
Leases, Acquired-in-Place [Member] | ||
Fair Value of Identifiable Assets Acquired: | ||
Acquired finite-lived intangible assets, weighted average useful life | 6 years |
Debt Schedule of Long Term Debt
Debt Schedule of Long Term Debt (Details) € in Thousands, CAD in Thousands, AUD in Thousands, $ in Thousands | Sep. 30, 2017USD ($) | Sep. 30, 2017AUD | Sep. 06, 2017USD ($) | Aug. 21, 2017USD ($) | Aug. 15, 2017USD ($) | Aug. 15, 2017CAD | May 16, 2017EUR (€) | Dec. 31, 2016USD ($) | Sep. 28, 2016AUD |
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | $ 6,955,665 | $ 6,319,116 | |||||||
Unamortized Debt Issuance Expense | (75,181) | (67,935) | |||||||
Long-term Debt | 6,880,484 | 6,251,181 | |||||||
Long-term Debt, Gross, Current Maturities | (180,390) | (172,975) | |||||||
Unamortized Debt Issuance Expense, Current | 0 | 0 | |||||||
Long-term Debt, Current Maturities | (180,390) | (172,975) | |||||||
Long Term Debt, Gross, Net of Current Portion | 6,775,275 | 6,146,141 | |||||||
Unamortized Debt Issuance Expense, Net | 75,181 | 67,935 | |||||||
Long-term Debt, Excluding Current Maturities | 6,700,094 | 6,078,206 | |||||||
Australian Dollar Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Unamortized Discount | 1,632 | 1,725 | |||||||
Long-term Debt, Gross | 189,273 | 177,198 | AUD 250,000 | ||||||
Fair Value | 190,905 | AUD 243,750 | 178,923 | ||||||
Unamortized Debt Issuance Expense | (3,572) | (3,774) | |||||||
Long-term Debt | 185,701 | 173,424 | |||||||
6% Senior Notes due 2020 | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 0 | 1,000,000 | |||||||
Fair Value | $ 0 | $ 1,052,500 | |||||||
Stated interest rate (as a percent) | 6.00% | 6.00% | 6.00% | ||||||
Unamortized Debt Issuance Expense | $ 0 | $ (12,730) | |||||||
Long-term Debt | 0 | 987,270 | |||||||
CAD Notes due 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 0 | 148,792 | |||||||
Fair Value | $ 0 | $ 155,860 | |||||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | ||||||
Unamortized Debt Issuance Expense | $ 0 | $ (1,635) | |||||||
Long-term Debt | 0 | $ 157,458 | CAD 200,000 | 147,157 | |||||
Senior Notes 4.375 Percent due 2021 | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 500,000 | 500,000 | |||||||
Fair Value | $ 516,250 | $ 511,250 | |||||||
Stated interest rate (as a percent) | 4.375% | 4.375% | 4.375% | ||||||
Unamortized Debt Issuance Expense | $ (6,304) | $ (7,593) | |||||||
Long-term Debt | 493,696 | 492,407 | |||||||
GBP Senior Notes 6.125 Percent, Due 2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 535,902 | 493,648 | |||||||
Fair Value | $ 559,375 | $ 527,562 | |||||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | ||||||
Unamortized Debt Issuance Expense | $ (5,860) | $ (6,214) | |||||||
Long-term Debt | 530,042 | 487,434 | |||||||
6% Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 600,000 | 600,000 | |||||||
Fair Value | $ 635,280 | $ 637,500 | |||||||
Stated interest rate (as a percent) | 6.00% | 6.00% | 6.00% | ||||||
Unamortized Debt Issuance Expense | $ (6,498) | $ (7,322) | |||||||
Long-term Debt | 593,502 | 592,678 | |||||||
CAD 5.375 Percent Senior Notes due 2023 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 200,449 | 185,990 | |||||||
Fair Value | $ 209,219 | $ 188,780 | |||||||
Stated interest rate (as a percent) | 5.375% | 5.375% | 5.375% | ||||||
Unamortized Debt Issuance Expense | $ (3,229) | $ (3,498) | |||||||
Long-term Debt | 197,220 | 182,492 | |||||||
The 5 3/4% Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 1,000,000 | 1,000,000 | |||||||
Fair Value | $ 1,030,000 | $ 1,027,500 | |||||||
Stated interest rate (as a percent) | 5.75% | 5.75% | 5.75% | ||||||
Unamortized Debt Issuance Expense | $ (9,499) | $ (10,529) | |||||||
Long-term Debt | 990,501 | 989,471 | |||||||
Euro Notes 3 Percent due 2025 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 354,435 | € 300,000 | 0 | ||||||
Fair Value | $ 357,979 | 0 | |||||||
Stated interest rate (as a percent) | 3.00% | 3.00% | |||||||
Unamortized Debt Issuance Expense | $ (4,854) | 0 | |||||||
Long-term Debt | 349,581 | 0 | |||||||
Senior Notes 5.375 Percent due 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 250,000 | 250,000 | |||||||
Fair Value | $ 262,175 | $ 242,500 | |||||||
Stated interest rate (as a percent) | 5.375% | 5.375% | 5.375% | ||||||
Unamortized Debt Issuance Expense | $ (3,722) | $ (4,044) | |||||||
Long-term Debt | 246,278 | 245,956 | |||||||
Senior Notes 4.875 Percent due 2027 | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 1,000,000 | $ 1,000,000 | 0 | ||||||
Fair Value | $ 1,016,300 | 0 | |||||||
Stated interest rate (as a percent) | 4.875% | 4.875% | |||||||
Unamortized Debt Issuance Expense | $ (14,013) | 0 | |||||||
Long-term Debt | 985,987 | 0 | |||||||
Accounts Receivable Securitization Program | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 254,073 | 247,000 | |||||||
Fair Value | 254,073 | 247,000 | |||||||
Unamortized Debt Issuance Expense | (390) | (384) | |||||||
Long-term Debt | 253,683 | 246,616 | |||||||
Real Estate Mortgages, Capital Leases and Other | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 609,120 | 478,565 | |||||||
Fair Value | 609,120 | 478,565 | |||||||
Unamortized Debt Issuance Expense | (741) | (1,277) | |||||||
Long-term Debt | 608,379 | 477,288 | |||||||
Mortgage Securitization Program [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 50,000 | 50,000 | |||||||
Fair Value | 50,000 | 50,000 | |||||||
Unamortized Debt Issuance Expense | (1,310) | (1,405) | |||||||
Long-term Debt | 48,690 | 48,595 | |||||||
Former Credit Agreement [Member] | Former Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 0 | 953,548 | |||||||
Fair Value | 0 | 953,548 | |||||||
Unamortized Debt Issuance Expense | 0 | (7,530) | |||||||
Long-term Debt | 0 | 946,018 | |||||||
Former Credit Agreement [Member] | Former Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 0 | 234,375 | |||||||
Fair Value | 0 | 234,375 | |||||||
Unamortized Debt Issuance Expense | 0 | 0 | |||||||
Long-term Debt | 0 | 234,375 | |||||||
New Credit Agreement | Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 246,875 | $ 250,000 | 0 | ||||||
Fair Value | 246,875 | 0 | |||||||
Unamortized Debt Issuance Expense | 0 | 0 | |||||||
Long-term Debt | 246,875 | 0 | |||||||
New Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Gross | 1,165,538 | 0 | |||||||
Fair Value | 1,165,538 | 0 | |||||||
Unamortized Debt Issuance Expense | (15,189) | 0 | |||||||
Long-term Debt | $ 1,150,349 | $ 0 |
Debt (Details)
Debt (Details) € in Thousands, CAD in Thousands, AUD in Thousands | Aug. 21, 2017USD ($) | Aug. 15, 2017USD ($) | Sep. 28, 2016USD ($) | Sep. 28, 2016AUD | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017AUD | Sep. 30, 2017EUR (€) | Sep. 30, 2017CAD | Sep. 06, 2017USD ($) | Aug. 15, 2017CAD | Jul. 31, 2017USD ($) | May 16, 2017EUR (€) | Dec. 31, 2016USD ($) | Oct. 31, 2016USD ($) | Jul. 02, 2015bank | Mar. 06, 2015USD ($) |
Debt | ||||||||||||||||||||
Capital stock of subsidiaries pledged to secure debt (as a percent) | 66.00% | 66.00% | 66.00% | 66.00% | 66.00% | 66.00% | ||||||||||||||
Number of banks supporting New Credit Agreement | bank | 24 | |||||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | $ 6,955,665,000 | $ 6,955,665,000 | $ 6,955,665,000 | $ 6,319,116,000 | ||||||||||||||||
Net proceeds from sales of senior notes | 1,320,183,000 | $ 925,443,000 | ||||||||||||||||||
Long-term Debt | $ 6,880,484,000 | $ 6,880,484,000 | $ 6,880,484,000 | 6,251,181,000 | ||||||||||||||||
Cash pool agreement, net cash position | 1,700,000 | |||||||||||||||||||
Cash pool agreement, gross cash position | 69,500,000 | |||||||||||||||||||
Cash pool agreement, outstanding borrowings | $ 67,800,000 | |||||||||||||||||||
Number Of Cash Pools | 2 | 2 | 2 | 2 | 2 | 2 | ||||||||||||||
New Credit Agreement | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Average interest rate (as a percent) | 3.20% | 3.20% | 3.20% | 3.20% | 3.20% | 3.20% | ||||||||||||||
New Credit Agreement | Minimum | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Commitment fee percentage | 0.25% | |||||||||||||||||||
New Credit Agreement | Maximum | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Commitment fee percentage | 0.40% | |||||||||||||||||||
Senior Notes 4.875 Percent due 2027 | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Debt Instrument Covenant, Indenture, Leverage Ratio Maximum | 7 | 7 | 7 | 7 | 7 | 7 | ||||||||||||||
Accounts Receivable Securitization Program | Secured Debt | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 275,000,000 | $ 250,000,000 | ||||||||||||||||||
Effective interest rate (as a percent) | 2.20% | 2.20% | 2.20% | 2.20% | 2.20% | 2.20% | ||||||||||||||
Accounts Receivable from Securitization | $ 254,073,000 | $ 254,073,000 | $ 254,073,000 | |||||||||||||||||
Mortgage Securitization Program [Member] | Secured Debt | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||||||||||||
Effective interest rate (as a percent) | 3.50% | 3.50% | 3.50% | 3.50% | 3.50% | 3.50% | ||||||||||||||
Accounts Receivable from Securitization | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||||||||||||||||
QRS Cash Pool [Member] | ||||||||||||||||||||
Debt covenants | ||||||||||||||||||||
Cash pool agreement, net cash position | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||
Cash pool agreement, gross cash position | 406,300,000 | 406,300,000 | 406,300,000 | |||||||||||||||||
Cash pool agreement, outstanding borrowings | $ 405,300,000 | $ 405,300,000 | $ 405,300,000 | |||||||||||||||||
Number Of Cash Pools Utilized To Manage Global Liquidity Requirements | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
Cash Pool Agreement, Borrowings, Maximum | $ 10,000,000 | |||||||||||||||||||
TRS Cash Pool [Member] | ||||||||||||||||||||
Debt covenants | ||||||||||||||||||||
Cash pool agreement, net cash position | $ 2,700,000 | 2,700,000 | $ 2,700,000 | |||||||||||||||||
Cash pool agreement, gross cash position | 223,300,000 | 223,300,000 | 223,300,000 | |||||||||||||||||
Cash pool agreement, outstanding borrowings | $ 220,600,000 | $ 220,600,000 | $ 220,600,000 | |||||||||||||||||
Credit Agreement | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Capital stock of subsidiaries pledged to secure debt (as a percent) | 66.00% | 66.00% | 66.00% | 66.00% | 66.00% | 66.00% | ||||||||||||||
Debt covenants | ||||||||||||||||||||
Net total lease adjusted leverage ratio | 5.5 | 5.5 | 5.5 | 5.5 | 5.5 | 5.5 | 5.7 | |||||||||||||
Net secured debt lease adjusted leverage ratio | 2.3 | 2.3 | 2.3 | 2.3 | 2.3 | 2.3 | 2.7 | |||||||||||||
Bond leverage ratio, per indentures | 5.9 | 5.9 | 5.9 | 5.9 | 5.9 | 5.9 | 5.2 | |||||||||||||
Fixed charge coverage ratio | 2.2 | 2.2 | 2.2 | 2.2 | 2.2 | 2.2 | 2.4 | |||||||||||||
Credit Agreement | Minimum | ||||||||||||||||||||
Debt covenants | ||||||||||||||||||||
Fixed charge coverage ratio | 1.5 | 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 | 6.5 | ||||||||||||||
Net secured debt lease adjusted leverage ratio | 4 | 4 | 4 | 4 | 4 | 4 | ||||||||||||||
Bond leverage ratio, per indentures | 6.5 | 6.5 | 6.5 | 6.5 | 6.5 | 6.5 | ||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Letters of credit outstanding | $ 53,646,000 | $ 53,646,000 | $ 53,646,000 | |||||||||||||||||
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 | $ 530,816,000 | $ 530,816,000 | $ 530,816,000 | |||||||||||||||||
Revolving Credit Facility | New Credit Agreement | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Maximum borrowing capacity | $ 1,750,000,000 | |||||||||||||||||||
Optional additional commitments | 500,000,000 | |||||||||||||||||||
Average interest rate (as a percent) | 3.20% | 3.20% | 3.20% | 3.20% | 3.20% | 3.20% | ||||||||||||||
Fair Value | $ 1,165,538,000 | $ 1,165,538,000 | $ 1,165,538,000 | $ 0 | ||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | 1,165,538,000 | 1,165,538,000 | 1,165,538,000 | 0 | ||||||||||||||||
Long-term Debt | $ 1,150,349,000 | $ 1,150,349,000 | $ 1,150,349,000 | 0 | ||||||||||||||||
Revolving Credit Facility | New Credit Agreement | Minimum | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Effective interest rate (as a percent) | 2.00% | 2.00% | 2.00% | 2.00% | 2.00% | 2.00% | ||||||||||||||
Revolving Credit Facility | New Credit Agreement | Maximum | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Effective interest rate (as a percent) | 5.30% | 5.30% | 5.30% | 5.30% | 5.30% | 5.30% | ||||||||||||||
Term Loan Facility | New Credit Agreement | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Amount of quarterly installments based on the original principal (as a percentage) | 3,125,000 | |||||||||||||||||||
Average interest rate (as a percent) | 3.20% | 3.20% | 3.20% | 3.20% | 3.20% | 3.20% | ||||||||||||||
Fair Value | $ 246,875,000 | $ 246,875,000 | $ 246,875,000 | 0 | ||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | $ 250,000,000 | 246,875,000 | 246,875,000 | 246,875,000 | 0 | |||||||||||||||
Long-term Debt | 246,875,000 | 246,875,000 | 246,875,000 | 0 | ||||||||||||||||
Term Loan Facility | New Credit Agreement | USD | ||||||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | $ 939,800,000 | $ 939,800,000 | $ 939,800,000 | |||||||||||||||||
Term Loan Facility | New Credit Agreement | Canada, Dollars | ||||||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | CAD | CAD 140,600 | |||||||||||||||||||
Term Loan Facility | New Credit Agreement | EUR | ||||||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | € | € 95,650 | |||||||||||||||||||
Euro Notes 3 Percent due 2025 [Member] | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Stated interest rate (as a percent) | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||||||||
Fair Value | $ 357,979,000 | $ 357,979,000 | $ 357,979,000 | 0 | ||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | 354,435,000 | 354,435,000 | 354,435,000 | € 300,000 | 0 | |||||||||||||||
Net proceeds from sales of senior notes | 332,683,000 | € 296,250 | ||||||||||||||||||
Long-term Debt | $ 349,581,000 | $ 349,581,000 | $ 349,581,000 | 0 | ||||||||||||||||
Senior Notes 4.875 Percent due 2027 | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Stated interest rate (as a percent) | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | 4.875% | ||||||||||||||
Fair Value | $ 1,016,300,000 | $ 1,016,300,000 | $ 1,016,300,000 | 0 | ||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | 0 | |||||||||||||||
Net proceeds from sales of senior notes | 987,500,000 | |||||||||||||||||||
Long-term Debt | $ 985,987,000 | $ 985,987,000 | $ 985,987,000 | $ 0 | ||||||||||||||||
Senior Notes 5.375 Percent due 2026 | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Stated interest rate (as a percent) | 5.375% | 5.375% | 5.375% | 5.375% | 5.375% | 5.375% | 5.375% | |||||||||||||
Fair Value | $ 262,175,000 | $ 262,175,000 | $ 262,175,000 | $ 242,500,000 | ||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||||
Long-term Debt | $ 246,278,000 | $ 246,278,000 | $ 246,278,000 | $ 245,956,000 | ||||||||||||||||
CAD 5.375 Percent Senior Notes due 2023 [Member] | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Stated interest rate (as a percent) | 5.375% | 5.375% | 5.375% | 5.375% | 5.375% | 5.375% | 5.375% | |||||||||||||
Fair Value | $ 209,219,000 | $ 209,219,000 | $ 209,219,000 | $ 188,780,000 | ||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | 200,449,000 | 200,449,000 | 200,449,000 | 185,990,000 | ||||||||||||||||
Long-term Debt | $ 197,220,000 | $ 197,220,000 | $ 197,220,000 | 182,492,000 | ||||||||||||||||
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) | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,632,000 | $ 1,632,000 | $ 1,632,000 | 1,725,000 | ||||||||||||||||
Fair Value | 190,905,000 | 190,905,000 | 190,905,000 | AUD 243,750 | 178,923,000 | |||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | AUD 250,000 | 189,273,000 | 189,273,000 | 189,273,000 | 177,198,000 | |||||||||||||||
Par percentage | 99.00% | |||||||||||||||||||
Net proceeds from sales of senior notes | $ 185,800,000 | AUD 243,750 | ||||||||||||||||||
Long-term Debt | $ 185,701,000 | $ 185,701,000 | $ 185,701,000 | $ 173,424,000 | ||||||||||||||||
Australian Dollar Term Loan [Member] | BBSY | ||||||||||||||||||||
Debt covenants | ||||||||||||||||||||
Basis spread on variable rate | 4.30% | 4.30% | ||||||||||||||||||
CAD Notes due 2021 | ||||||||||||||||||||
Debt | ||||||||||||||||||||
Stated interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | 6.125% | |||||||||||||
Fair Value | $ 0 | $ 0 | $ 0 | $ 155,860,000 | ||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt, Gross | 0 | 0 | 0 | 148,792,000 | ||||||||||||||||
Long-term Debt | $ 157,458,000 | 0 | 0 | 0 | CAD 200,000 | $ 147,157,000 | ||||||||||||||
Debt Instrument, Redemption Price, Percentage | 103.063% | |||||||||||||||||||
Extinguishment of Debt, Amount | 6,354,000 | |||||||||||||||||||
CAD 6% Senior Notes Due 2020 | ||||||||||||||||||||
Debt covenants | ||||||||||||||||||||
Long-term Debt | $ 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | |||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 103.155% | |||||||||||||||||||
Extinguishment of Debt, Amount | $ 41,738,000 |
Debt Covenant Ratios (Details)
Debt Covenant Ratios (Details) | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Debt Instrument Covenant Line Of Credit And Term Leverage Ratio, Maximum | 6.5 | 5.4 |
Debt Instrument Covenant, Cash Dividend, Maximum Of Funds From Operations, Percentage | 95.00% | |
Dividend Limitation Leverage Condition, Leverage Ratio Trigger | 6 | |
Credit Agreement | ||
Debt Instrument [Line Items] | ||
Net total lease adjusted leverage ratio | 5.5 | 5.7 |
Net secured debt lease adjusted leverage ratio | 2.3 | 2.7 |
Bond leverage ratio, per indentures | 5.9 | 5.2 |
Fixed charge coverage ratio | 2.2 | 2.4 |
Credit Agreement | 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 | |
Credit Agreement | Minimum | ||
Debt Instrument [Line Items] | ||
Fixed charge coverage ratio | 1.5 |
Selected Consolidated Financi51
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||||
Cash and Cash Equivalents | $ 337,886 | $ 236,484 | $ 458,128 | $ 128,381 |
Accounts Receivable | 784,884 | 691,249 | ||
Intercompany Receivable | 0 | 0 | ||
Other Current Assets | 205,454 | 184,374 | ||
Total Current Assets | 1,328,224 | 1,112,107 | ||
Property, Plant and Equipment, Net | 3,344,475 | 3,083,326 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | 0 | ||
Investment in Subsidiaries | 0 | 0 | ||
Goodwill | 4,070,656 | 3,905,021 | ||
Other | 1,516,651 | 1,386,346 | ||
Total Other Assets, Net | 5,587,307 | 5,291,367 | ||
Total Assets | 10,260,006 | 9,486,800 | ||
Liabilities and Equity | ||||
Intercompany Payable | 0 | 0 | ||
Debit Balances Under Cash Pools | 0 | |||
Current Portion of Long-term Debt | 180,390 | 172,975 | ||
Total Other Current Liabilities | 1,051,979 | 873,582 | ||
Long-term Debt, Net of Current Portion | 6,700,094 | 6,078,206 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | 0 | ||
Other Long-term Liabilities | 391,473 | 370,669 | ||
Redeemable Noncontrolling Interest | 67,424 | 54,697 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 1,866,988 | 1,936,547 | ||
Noncontrolling Interests | 1,658 | 124 | ||
Total Equity | 1,868,646 | 1,936,671 | 2,150,254 | 528,607 |
Total Liabilities and Equity | 10,260,006 | 9,486,800 | ||
Eliminations | ||||
Current Assets: | ||||
Cash and Cash Equivalents | (109,272) | 0 | 0 | 0 |
Accounts Receivable | 0 | 0 | ||
Intercompany Receivable | (1,147,855) | (674,122) | ||
Other Current Assets | (29) | (29) | ||
Total Current Assets | (1,257,156) | (674,151) | ||
Property, Plant and Equipment, Net | 0 | 0 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | (4,453,514) | (4,015,330) | ||
Investment in Subsidiaries | (2,884,725) | (2,471,882) | ||
Goodwill | 0 | 0 | ||
Other | 0 | 0 | ||
Total Other Assets, Net | (7,338,239) | (6,487,212) | ||
Total Assets | (8,595,395) | (7,161,363) | ||
Liabilities and Equity | ||||
Intercompany Payable | (1,147,855) | (674,122) | ||
Debit Balances Under Cash Pools | (109,272) | |||
Current Portion of Long-term Debt | (29) | (29) | ||
Total Other Current Liabilities | 0 | 0 | ||
Long-term Debt, Net of Current Portion | 0 | 0 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | (4,453,514) | (4,015,330) | ||
Other Long-term Liabilities | 0 | 0 | ||
Redeemable Noncontrolling Interest | 0 | 0 | ||
Total Iron Mountain Incorporated Stockholders' Equity | (2,884,725) | (2,471,882) | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | (2,884,725) | (2,471,882) | ||
Total Liabilities and Equity | (8,595,395) | (7,161,363) | ||
Parent | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 2,032 | 2,405 | 1,710 | 151 |
Accounts Receivable | 0 | 0 | ||
Intercompany Receivable | 0 | 0 | ||
Other Current Assets | 808 | 0 | ||
Total Current Assets | 2,840 | 2,405 | ||
Property, Plant and Equipment, Net | 349 | 483 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 4,453,514 | 4,014,330 | ||
Investment in Subsidiaries | 1,926,144 | 1,659,518 | ||
Goodwill | 0 | 0 | ||
Other | 0 | 0 | ||
Total Other Assets, Net | 6,379,658 | 5,673,848 | ||
Total Assets | 6,382,847 | 5,676,736 | ||
Liabilities and Equity | ||||
Intercompany Payable | 917,591 | 558,492 | ||
Debit Balances Under Cash Pools | 0 | |||
Current Portion of Long-term Debt | 0 | 0 | ||
Total Other Current Liabilities | 179,085 | 58,478 | ||
Long-term Debt, Net of Current Portion | 3,413,267 | 3,093,388 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | 1,000 | ||
Other Long-term Liabilities | 0 | 0 | ||
Redeemable Noncontrolling Interest | 5,916 | 28,831 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 1,866,988 | 1,936,547 | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | 1,866,988 | 1,936,547 | ||
Total Liabilities and Equity | 6,382,847 | 5,676,736 | ||
Guarantors | ||||
Liabilities and Equity | ||||
Deposits | 38,900 | |||
Guarantors | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 46,752 | 23,380 | 26,044 | 7,803 |
Accounts Receivable | 54,728 | 53,364 | ||
Intercompany Receivable | 1,147,855 | 653,008 | ||
Other Current Assets | 98,430 | 70,660 | ||
Total Current Assets | 1,347,765 | 800,412 | ||
Property, Plant and Equipment, Net | 1,976,612 | 1,804,991 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | 1,000 | ||
Investment in Subsidiaries | 958,581 | 699,411 | ||
Goodwill | 2,571,971 | 2,602,784 | ||
Other | 797,890 | 765,698 | ||
Total Other Assets, Net | 4,328,442 | 4,068,893 | ||
Total Assets | 7,652,819 | 6,674,296 | ||
Liabilities and Equity | ||||
Intercompany Payable | 0 | 0 | ||
Debit Balances Under Cash Pools | 73,104 | |||
Current Portion of Long-term Debt | 47,675 | 51,456 | ||
Total Other Current Liabilities | 505,368 | 488,194 | ||
Long-term Debt, Net of Current Portion | 1,236,392 | 1,055,642 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 4,453,514 | 4,014,330 | ||
Other Long-term Liabilities | 140,634 | 127,715 | ||
Redeemable Noncontrolling Interest | 0 | 0 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 1,196,132 | 936,959 | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | 1,196,132 | 936,959 | ||
Total Liabilities and Equity | 7,652,819 | 6,674,296 | ||
Canada Company | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 17,110 | 14,792 | 13,182 | |
Accounts Receivable | 37,781 | |||
Intercompany Receivable | 21,114 | |||
Other Current Assets | 4,967 | |||
Total Current Assets | 80,972 | |||
Property, Plant and Equipment, Net | 159,391 | |||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | |||
Investment in Subsidiaries | 35,504 | |||
Goodwill | 217,422 | |||
Other | 49,570 | |||
Total Other Assets, Net | 302,496 | |||
Total Assets | 542,859 | |||
Liabilities and Equity | ||||
Intercompany Payable | 0 | |||
Current Portion of Long-term Debt | 0 | |||
Total Other Current Liabilities | 40,442 | |||
Long-term Debt, Net of Current Portion | 335,410 | |||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | |||
Other Long-term Liabilities | 54,054 | |||
Redeemable Noncontrolling Interest | 0 | |||
Total Iron Mountain Incorporated Stockholders' Equity | 112,953 | |||
Noncontrolling Interests | 0 | |||
Total Equity | 112,953 | |||
Total Liabilities and Equity | 542,859 | |||
Non-Guarantor Subsidiaries including Canada Company [Member] | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 398,374 | 210,699 | ||
Accounts Receivable | 730,156 | |||
Intercompany Receivable | 0 | |||
Other Current Assets | 106,245 | |||
Total Current Assets | 1,234,775 | |||
Property, Plant and Equipment, Net | 1,367,514 | |||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | |||
Investment in Subsidiaries | 0 | |||
Goodwill | 1,498,685 | |||
Other | 718,761 | |||
Total Other Assets, Net | 2,217,446 | |||
Total Assets | 4,819,735 | |||
Liabilities and Equity | ||||
Intercompany Payable | 230,264 | |||
Debit Balances Under Cash Pools | 36,168 | |||
Current Portion of Long-term Debt | 132,744 | |||
Total Other Current Liabilities | 367,526 | |||
Long-term Debt, Net of Current Portion | 2,050,435 | |||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | |||
Other Long-term Liabilities | 250,839 | |||
Redeemable Noncontrolling Interest | 61,508 | |||
Total Iron Mountain Incorporated Stockholders' Equity | 1,688,593 | |||
Noncontrolling Interests | 1,658 | |||
Total Equity | 1,690,251 | |||
Total Liabilities and Equity | 4,819,735 | |||
Non-Guarantors | ||||
Liabilities and Equity | ||||
Deposits | $ 74,100 | |||
Non-Guarantors | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 193,589 | $ 415,582 | $ 107,245 | |
Accounts Receivable | 600,104 | |||
Intercompany Receivable | 0 | |||
Other Current Assets | 108,776 | |||
Total Current Assets | 902,469 | |||
Property, Plant and Equipment, Net | 1,118,461 | |||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | |||
Investment in Subsidiaries | 77,449 | |||
Goodwill | 1,084,815 | |||
Other | 571,078 | |||
Total Other Assets, Net | 1,733,342 | |||
Total Assets | 3,754,272 | |||
Liabilities and Equity | ||||
Intercompany Payable | 115,630 | |||
Current Portion of Long-term Debt | 121,548 | |||
Total Other Current Liabilities | 286,468 | |||
Long-term Debt, Net of Current Portion | 1,593,766 | |||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | |||
Other Long-term Liabilities | 188,900 | |||
Redeemable Noncontrolling Interest | 25,866 | |||
Total Iron Mountain Incorporated Stockholders' Equity | 1,421,970 | |||
Noncontrolling Interests | 124 | |||
Total Equity | 1,422,094 | |||
Total Liabilities and Equity | $ 3,754,272 |
Selected Consolidated Financi52
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Consolidating financial statements | ||||
Income (Loss) from discontinued operations, net of tax | $ (1,058) | $ 2,041 | $ (3,421) | $ 3,628 |
Revenues: | ||||
Storage Rental | 601,091 | 576,465 | 1,763,609 | 1,576,358 |
Service | 364,570 | 366,357 | 1,090,734 | 1,000,902 |
Intercompany Service | 0 | 0 | 0 | 0 |
Total Revenues | 965,661 | 942,822 | 2,854,343 | 2,577,260 |
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 418,327 | 429,808 | 1,259,318 | 1,151,562 |
Selling, General and Administrative | 242,357 | 252,944 | 719,968 | 737,787 |
Intercompany Service Cost of Sales | 0 | 0 | 0 | 0 |
Depreciation and Amortization | 128,513 | 124,670 | 381,319 | 326,896 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | (292) | (54) | (967) | (1,131) |
Total Operating Expenses | 788,905 | 807,368 | 2,359,638 | 2,215,114 |
Operating Income (Loss) | 176,756 | 135,454 | 494,705 | 362,146 |
Interest Expense (Income), Net | 88,989 | 83,300 | 265,010 | 225,228 |
Other (Income) Expense, Net | 59,479 | 23,302 | 33,749 | 37,006 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | 28,288 | 28,852 | 195,946 | 99,912 |
Provision (Benefit) for Income Taxes | 2,268 | 23,418 | 29,497 | 46,157 |
Gain on Sale of Real Estate, Net of Tax | 638 | (325) | (925) | (325) |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations | 25,382 | 5,759 | 167,374 | 54,080 |
Net income (loss) | 24,324 | 7,800 | 163,953 | 57,708 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | (21) | 720 | 2,853 | 1,822 |
Net income (loss) attributable to Iron Mountain Incorporated | 24,345 | 7,080 | 161,100 | 55,886 |
Net income (loss) | 24,324 | 7,800 | 163,953 | 57,708 |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 37,541 | 11,304 | 95,863 | 38,071 |
Market Value Adjustments for Securities | 0 | (734) | ||
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 0 | 0 | 0 | 0 |
Total Other Comprehensive Income (Loss) | 37,541 | 11,304 | 95,863 | 37,337 |
Comprehensive Income (Loss) | 61,865 | 19,104 | 259,816 | 95,045 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | (727) | 1,181 | 1,486 | 2,688 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 62,592 | 17,923 | 258,330 | 92,357 |
Eliminations | ||||
Consolidating financial statements | ||||
Income (Loss) from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Revenues: | ||||
Storage Rental | 0 | 0 | 0 | 0 |
Service | 0 | 0 | 0 | 0 |
Intercompany Service | (6,169) | (21,542) | (21,603) | (60,816) |
Total Revenues | (6,169) | (21,542) | (21,603) | (60,816) |
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 | (6,169) | (21,542) | (21,603) | (60,816) |
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 | (6,169) | (21,542) | (21,603) | (60,816) |
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 | 124,833 | 7,229 | 398,985 | 240,890 |
Income (Loss) from Continuing Operations | (124,833) | (7,229) | (398,985) | (240,890) |
Net income (loss) | (124,833) | (7,229) | (398,985) | (240,890) |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | (124,833) | (7,229) | (398,985) | (240,890) |
Net income (loss) | (124,833) | (7,229) | (398,985) | (240,890) |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 0 | 0 | 0 | 0 |
Market Value Adjustments for Securities | 0 | |||
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (73,262) | (20,579) | (180,146) | (65,833) |
Total Other Comprehensive Income (Loss) | (73,262) | (20,579) | (180,146) | (65,833) |
Comprehensive Income (Loss) | (198,095) | (27,808) | (579,131) | (306,723) |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | (198,095) | (27,808) | (579,131) | (306,723) |
Parent | Reportable legal entities | ||||
Consolidating financial statements | ||||
Income (Loss) from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
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 | (203) | 28 | 149 | 621 |
Intercompany Service Cost of Sales | 0 | 0 | 0 | 0 |
Depreciation and Amortization | 45 | 45 | 134 | 134 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 0 | 0 | 0 | 0 |
Total Operating Expenses | (158) | 73 | 283 | 755 |
Operating Income (Loss) | 158 | (73) | (283) | (755) |
Interest Expense (Income), Net | 41,369 | 21,689 | 124,530 | 89,742 |
Other (Income) Expense, Net | 43,258 | (6,962) | 43,678 | 44,769 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (84,469) | (14,800) | (168,491) | (135,266) |
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 | (108,814) | (21,880) | (329,591) | (191,152) |
Income (Loss) from Continuing Operations | 24,345 | 7,080 | 161,100 | 55,886 |
Net income (loss) | 24,345 | 7,080 | 161,100 | 55,886 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | 24,345 | 7,080 | 161,100 | 55,886 |
Net income (loss) | 24,345 | 7,080 | 161,100 | 55,886 |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | (4,211) | (313) | (12,359) | (901) |
Market Value Adjustments for Securities | 0 | |||
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 42,458 | 11,156 | 109,589 | 37,372 |
Total Other Comprehensive Income (Loss) | 38,247 | 10,843 | 97,230 | 36,471 |
Comprehensive Income (Loss) | 62,592 | 17,923 | 258,330 | 92,357 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 62,592 | 17,923 | 258,330 | 92,357 |
Guarantors | Reportable legal entities | ||||
Consolidating financial statements | ||||
Income (Loss) from discontinued operations, net of tax | (678) | 1,464 | (1,635) | 2,354 |
Revenues: | ||||
Storage Rental | 360,539 | 347,174 | 1,070,436 | 995,206 |
Service | 212,587 | 212,640 | 644,461 | 604,414 |
Intercompany Service | 1,148 | 981 | 3,386 | 3,007 |
Total Revenues | 574,274 | 560,795 | 1,718,283 | 1,602,627 |
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 231,392 | 234,791 | 700,823 | 665,207 |
Selling, General and Administrative | 160,455 | 163,997 | 482,737 | 506,987 |
Intercompany Service Cost of Sales | 5,021 | 4,104 | 18,217 | 11,267 |
Depreciation and Amortization | 74,470 | 73,284 | 225,760 | 198,749 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | (385) | 101 | (1,179) | (1,311) |
Total Operating Expenses | 470,953 | 476,277 | 1,426,358 | 1,380,899 |
Operating Income (Loss) | 103,321 | 84,518 | 291,925 | 221,728 |
Interest Expense (Income), Net | (1,705) | (4,074) | 10,653 | (18,654) |
Other (Income) Expense, Net | 5,547 | 2,815 | 8,609 | 6,987 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | 99,479 | 85,777 | 272,663 | 233,395 |
Provision (Benefit) for Income Taxes | 6,138 | 22,326 | 19,318 | 39,327 |
Gain on Sale of Real Estate, Net of Tax | 0 | (266) | 0 | (266) |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (16,019) | 10,144 | (69,394) | (43,724) |
Income (Loss) from Continuing Operations | 109,360 | 53,573 | 322,739 | 238,058 |
Net income (loss) | 108,682 | 55,037 | 321,104 | 240,412 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | 108,682 | 55,037 | 321,104 | 240,412 |
Net income (loss) | 108,682 | 55,037 | 321,104 | 240,412 |
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 0 | 0 | 0 | 0 |
Market Value Adjustments for Securities | (734) | |||
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 30,804 | 12,378 | 70,557 | 33,908 |
Total Other Comprehensive Income (Loss) | 30,804 | 12,378 | 70,557 | 33,174 |
Comprehensive Income (Loss) | 139,486 | 67,415 | 391,661 | 273,586 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | 0 | |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 139,486 | 67,415 | 391,661 | 273,586 |
Canada Company | Reportable legal entities | ||||
Consolidating financial statements | ||||
Income (Loss) from discontinued operations, net of tax | 649 | 1,284 | ||
Revenues: | ||||
Storage Rental | 33,102 | 93,038 | ||
Service | 16,344 | 47,893 | ||
Intercompany Service | 0 | 0 | ||
Total Revenues | 49,446 | 140,931 | ||
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 7,942 | 21,661 | ||
Selling, General and Administrative | 5,084 | 13,052 | ||
Intercompany Service Cost of Sales | 16,457 | 46,542 | ||
Depreciation and Amortization | 4,266 | 11,307 | ||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 0 | 6 | ||
Total Operating Expenses | 33,749 | 92,568 | ||
Operating Income (Loss) | 15,697 | 48,363 | ||
Interest Expense (Income), Net | 11,929 | 33,311 | ||
Other (Income) Expense, Net | 8,872 | 8,916 | ||
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (5,104) | 6,136 | ||
Provision (Benefit) for Income Taxes | 786 | 4,826 | ||
Gain on Sale of Real Estate, Net of Tax | (59) | (59) | ||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (675) | (3,361) | ||
Income (Loss) from Continuing Operations | (5,156) | 4,730 | ||
Net income (loss) | (4,507) | 6,014 | ||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | ||
Net income (loss) attributable to Iron Mountain Incorporated | (4,507) | 6,014 | ||
Net income (loss) | (4,507) | 6,014 | ||
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | (2,803) | (5,908) | ||
Market Value Adjustments for Securities | 0 | |||
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (152) | 461 | ||
Total Other Comprehensive Income (Loss) | (2,955) | (5,447) | ||
Comprehensive Income (Loss) | (7,462) | 567 | ||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 | ||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | (7,462) | 567 | ||
Non-Guarantor Subsidiaries including Canada Company [Member] | Reportable legal entities | ||||
Consolidating financial statements | ||||
Income (Loss) from discontinued operations, net of tax | (380) | (1,786) | ||
Revenues: | ||||
Storage Rental | 240,552 | 693,173 | ||
Service | 151,983 | 446,273 | ||
Intercompany Service | 5,021 | 18,217 | ||
Total Revenues | 397,556 | 1,157,663 | ||
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 186,935 | 558,495 | ||
Selling, General and Administrative | 82,105 | 237,082 | ||
Intercompany Service Cost of Sales | 1,148 | 3,386 | ||
Depreciation and Amortization | 53,998 | 155,425 | ||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 93 | 212 | ||
Total Operating Expenses | 324,279 | 954,600 | ||
Operating Income (Loss) | 73,277 | 203,063 | ||
Interest Expense (Income), Net | 49,325 | 129,827 | ||
Other (Income) Expense, Net | 10,674 | (18,538) | ||
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | 13,278 | 91,774 | ||
Provision (Benefit) for Income Taxes | (3,870) | 10,179 | ||
Gain on Sale of Real Estate, Net of Tax | 638 | (925) | ||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 0 | 0 | ||
Income (Loss) from Continuing Operations | 16,510 | 82,520 | ||
Net income (loss) | 16,130 | 80,734 | ||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | (21) | 2,853 | ||
Net income (loss) attributable to Iron Mountain Incorporated | 16,151 | 77,881 | ||
Net income (loss) | 16,130 | 80,734 | ||
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 41,752 | 108,222 | ||
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 0 | 0 | ||
Total Other Comprehensive Income (Loss) | 41,752 | 108,222 | ||
Comprehensive Income (Loss) | 57,882 | 188,956 | ||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | (727) | 1,486 | ||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ 58,609 | $ 187,470 | ||
Non-Guarantors | Reportable legal entities | ||||
Consolidating financial statements | ||||
Income (Loss) from discontinued operations, net of tax | (72) | (10) | ||
Revenues: | ||||
Storage Rental | 196,189 | 488,114 | ||
Service | 137,373 | 348,595 | ||
Intercompany Service | 20,561 | 57,809 | ||
Total Revenues | 354,123 | 894,518 | ||
Operating Expenses: | ||||
Cost of sales (excluding depreciation and amortization) | 187,075 | 464,694 | ||
Selling, General and Administrative | 83,835 | 217,127 | ||
Intercompany Service Cost of Sales | 981 | 3,007 | ||
Depreciation and Amortization | 47,075 | 116,706 | ||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | (155) | 174 | ||
Total Operating Expenses | 318,811 | 801,708 | ||
Operating Income (Loss) | 35,312 | 92,810 | ||
Interest Expense (Income), Net | 53,756 | 120,829 | ||
Other (Income) Expense, Net | 18,577 | (23,666) | ||
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (37,021) | (4,353) | ||
Provision (Benefit) for Income Taxes | 306 | 2,004 | ||
Gain on Sale of Real Estate, Net of Tax | 0 | 0 | ||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 5,182 | (2,653) | ||
Income (Loss) from Continuing Operations | (42,509) | (3,704) | ||
Net income (loss) | (42,581) | (3,714) | ||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 720 | 1,822 | ||
Net income (loss) attributable to Iron Mountain Incorporated | (43,301) | (5,536) | ||
Net income (loss) | (42,581) | (3,714) | ||
Other Comprehensive Income (Loss): | ||||
Foreign Currency Translation Adjustments | 14,420 | 44,880 | ||
Market Value Adjustments for Securities | 0 | |||
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (2,803) | (5,908) | ||
Total Other Comprehensive Income (Loss) | 11,617 | 38,972 | ||
Comprehensive Income (Loss) | (30,964) | 35,258 | ||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 1,181 | 2,688 | ||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ (32,145) | $ 32,570 |
Selected Consolidated Financi53
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||||
Cash Flows from Operating Activities—Continuing Operations | $ 522,290 | $ 418,952 | ||
Cash Flows from Operating Activities—Discontinued Operations | (3,421) | 3,640 | ||
Cash Flows from Operating Activities | 518,869 | 422,592 | ||
Cash Flows from Investing Activities: | ||||
Capital expenditures | $ (78,539) | $ (82,364) | (243,746) | (246,029) |
Cash paid for acquisitions, net of cash acquired | (155,905) | 182 | (194,128) | (276,371) |
Intercompany loans to subsidiaries | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Acquisitions of customer relationships and customer inducements | 28,377 | 24,109 | 56,887 | 40,855 |
Net proceeds from Divestments (see Note 10) | 2,423 | 53,950 | ||
Proceeds from sales of property and equipment and other, net (including real estate) | 8,937 | 2,197 | ||
Cash Flows from Investing Activities—Continuing Operations | (483,401) | (507,108) | ||
Cash Flows from Investing Activities—Discontinued Operations | 0 | (12) | ||
Cash Flows from Investing Activities | (483,401) | (507,120) | ||
Cash Flows from Financing Activities: | ||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (9,662,160) | (11,560,385) | ||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 9,866,760 | 11,427,389 | ||
Early retirement of senior notes | (1,193,882) | 0 | ||
Net proceeds from sales of senior notes | 1,320,183 | 925,443 | ||
Borrowings under cash pools | 0 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | 9,629 | (6) | ||
Intercompany loans from parent | 0 | 0 | ||
Equity contribution from parent | 0 | 0 | ||
Parent cash dividends | (292,980) | (360,462) | ||
Net proceeds (payments) associated with employee stock-based awards | 6,615 | 26,374 | ||
Excess tax benefits (deficiency) from stock-based compensation | 0 | 91 | ||
Payment of debt financing and stock issuance costs | (12,685) | (17,107) | ||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | 41,480 | 441,337 | ||
Cash Flows from Financing Activities—Discontinued Operations | 0 | 0 | ||
Net Cash Provided by (Used in) Financing Activities | 41,480 | 441,337 | ||
Effect of exchange rates on cash and cash equivalents | 24,454 | (27,062) | ||
Increase (Decrease) in cash and cash equivalents | 101,402 | 329,747 | ||
Cash and cash equivalents, beginning of period | 236,484 | 128,381 | ||
Cash and cash equivalents, end of period | 337,886 | 458,128 | 337,886 | 458,128 |
Eliminations | ||||
Cash Flows from Operating Activities: | ||||
Cash Flows from Operating Activities—Continuing Operations | 0 | 0 | ||
Cash Flows from Operating Activities—Discontinued Operations | 0 | 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 | (68,726) | 194,501 | ||
Investment in subsidiaries | 16,170 | 3,170 | ||
Acquisitions of customer relationships and customer inducements | 0 | 0 | ||
Net proceeds from Divestments (see Note 10) | 0 | 0 | ||
Proceeds from sales of property and equipment and other, net (including real estate) | 0 | 0 | ||
Cash Flows from Investing Activities—Continuing Operations | (52,556) | 197,671 | ||
Cash Flows from Investing Activities—Discontinued Operations | 0 | 0 | ||
Cash Flows from Investing Activities | (52,556) | 197,671 | ||
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 | ||
Early retirement of senior notes | 0 | |||
Net proceeds from sales of senior notes | 0 | 0 | ||
Borrowings under cash pools | (109,272) | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | 0 | 0 | ||
Intercompany loans from parent | 68,726 | (194,501) | ||
Equity contribution from parent | (16,170) | (3,170) | ||
Parent cash dividends | 0 | 0 | ||
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 | ||
Excess tax benefits (deficiency) from stock-based compensation | 0 | |||
Payment of debt financing and stock issuance costs | 0 | 0 | ||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | (56,716) | (197,671) | ||
Cash Flows from Financing Activities—Discontinued Operations | 0 | 0 | ||
Net Cash Provided by (Used in) Financing Activities | (56,716) | |||
Effect of exchange rates on cash and cash equivalents | 0 | 0 | ||
Increase (Decrease) in cash and cash equivalents | (109,272) | 0 | ||
Cash and cash equivalents, beginning of period | 0 | 0 | ||
Cash and cash equivalents, end of period | (109,272) | 0 | (109,272) | 0 |
Parent | Reportable legal entities | ||||
Cash Flows from Operating Activities: | ||||
Cash Flows from Operating Activities—Continuing Operations | (139,843) | (122,725) | ||
Cash Flows from Operating Activities—Discontinued Operations | 0 | 0 | ||
Cash Flows from Operating Activities | (139,843) | (122,725) | ||
Cash Flows from Investing Activities: | ||||
Capital expenditures | 0 | 0 | ||
Cash paid for acquisitions, net of cash acquired | 0 | 0 | ||
Intercompany loans to subsidiaries | 192,808 | (11,220) | ||
Investment in subsidiaries | (16,170) | (1,585) | ||
Acquisitions of customer relationships and customer inducements | 0 | 0 | ||
Net proceeds from Divestments (see Note 10) | 0 | 0 | ||
Proceeds from sales of property and equipment and other, net (including real estate) | 0 | 0 | ||
Cash Flows from Investing Activities—Continuing Operations | 176,638 | (12,805) | ||
Cash Flows from Investing Activities—Discontinued Operations | 0 | 0 | ||
Cash Flows from Investing Activities | 176,638 | (12,805) | ||
Cash Flows from Financing Activities: | ||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (262,579) | (1,130,020) | ||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 224,660 | 1,116,995 | ||
Early retirement of senior notes | (1,031,554) | |||
Net proceeds from sales of senior notes | 1,320,183 | 492,500 | ||
Borrowings under cash pools | 0 | |||
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 | (292,980) | (360,462) | ||
Net proceeds (payments) associated with employee stock-based awards | 6,615 | 26,374 | ||
Excess tax benefits (deficiency) from stock-based compensation | 91 | |||
Payment of debt financing and stock issuance costs | (1,513) | (8,389) | ||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | (37,168) | 137,089 | ||
Cash Flows from Financing Activities—Discontinued Operations | 0 | 0 | ||
Net Cash Provided by (Used in) Financing Activities | (37,168) | 137,089 | ||
Effect of exchange rates on cash and cash equivalents | 0 | 0 | ||
Increase (Decrease) in cash and cash equivalents | (373) | 1,559 | ||
Cash and cash equivalents, beginning of period | 2,405 | 151 | ||
Cash and cash equivalents, end of period | 2,032 | 1,710 | 2,032 | 1,710 |
Guarantors | Reportable legal entities | ||||
Cash Flows from Operating Activities: | ||||
Cash Flows from Operating Activities—Continuing Operations | 512,521 | 426,082 | ||
Cash Flows from Operating Activities—Discontinued Operations | (1,635) | 2,213 | ||
Cash Flows from Operating Activities | 510,886 | 428,295 | ||
Cash Flows from Investing Activities: | ||||
Capital expenditures | (175,912) | (151,785) | ||
Cash paid for acquisitions, net of cash acquired | (95,137) | 4,057 | ||
Intercompany loans to subsidiaries | (124,082) | (183,281) | ||
Investment in subsidiaries | 0 | (1,585) | ||
Acquisitions of customer relationships and customer inducements | 54,493 | 32,989 | ||
Net proceeds from Divestments (see Note 10) | 0 | 53,950 | ||
Proceeds from sales of property and equipment and other, net (including real estate) | 12,947 | 161 | ||
Cash Flows from Investing Activities—Continuing Operations | (436,677) | (311,472) | ||
Cash Flows from Investing Activities—Discontinued Operations | 0 | (12) | ||
Cash Flows from Investing Activities | (436,677) | (311,484) | ||
Cash Flows from Financing Activities: | ||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (5,299,475) | (5,721,732) | ||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 5,386,028 | 5,366,524 | ||
Early retirement of senior notes | 0 | |||
Net proceeds from sales of senior notes | 0 | 246,250 | ||
Borrowings under cash pools | 73,104 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | 0 | 0 | ||
Intercompany loans from parent | (199,602) | 13,303 | ||
Equity contribution from parent | 0 | 1,585 | ||
Parent cash dividends | 0 | 0 | ||
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 | ||
Excess tax benefits (deficiency) from stock-based compensation | 0 | |||
Payment of debt financing and stock issuance costs | (10,892) | (4,500) | ||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | (50,837) | (98,570) | ||
Cash Flows from Financing Activities—Discontinued Operations | 0 | 0 | ||
Net Cash Provided by (Used in) Financing Activities | (50,837) | (98,570) | ||
Effect of exchange rates on cash and cash equivalents | 0 | 0 | ||
Increase (Decrease) in cash and cash equivalents | 23,372 | 18,241 | ||
Cash and cash equivalents, beginning of period | 23,380 | 7,803 | ||
Cash and cash equivalents, end of period | 46,752 | 26,044 | 46,752 | 26,044 |
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 | |||
Cash Flows from Investing Activities: | ||||
Capital expenditures | (6,219) | |||
Cash paid for acquisitions, net of cash acquired | (2,381) | |||
Intercompany loans to subsidiaries | 0 | |||
Investment in subsidiaries | 0 | |||
Acquisitions of customer relationships and customer inducements | 0 | |||
Net proceeds from Divestments (see Note 10) | 0 | |||
Proceeds from sales of property and equipment and other, net (including real estate) | 0 | |||
Cash Flows from Investing Activities—Continuing Operations | (8,600) | |||
Cash Flows from Investing Activities—Discontinued Operations | 0 | |||
Cash Flows from Investing Activities | (8,600) | |||
Cash Flows from Financing Activities: | ||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (1,269,696) | |||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 1,130,193 | |||
Net proceeds from sales of senior notes | 186,693 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | 0 | |||
Intercompany loans from parent | (67,169) | |||
Equity contribution from parent | 0 | |||
Parent cash dividends | 0 | |||
Net proceeds (payments) associated with employee stock-based awards | 0 | |||
Excess tax benefits (deficiency) from stock-based compensation | 0 | |||
Payment of debt financing and stock issuance costs | (531) | |||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | (20,510) | |||
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) | |||
Increase (Decrease) in cash and cash equivalents | 1,610 | |||
Cash and cash equivalents, beginning of period | 17,110 | 13,182 | ||
Cash and cash equivalents, end of period | 14,792 | 14,792 | ||
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 | |||
Cash Flows from Investing Activities: | ||||
Capital expenditures | (88,025) | |||
Cash paid for acquisitions, net of cash acquired | (278,047) | |||
Intercompany loans to subsidiaries | 0 | |||
Investment in subsidiaries | 0 | |||
Acquisitions of customer relationships and customer inducements | 7,866 | |||
Net proceeds from Divestments (see Note 10) | 0 | |||
Proceeds from sales of property and equipment and other, net (including real estate) | 2,036 | |||
Cash Flows from Investing Activities—Continuing Operations | (371,902) | |||
Cash Flows from Investing Activities—Discontinued Operations | 0 | |||
Cash Flows from Investing Activities | (371,902) | |||
Cash Flows from Financing Activities: | ||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (3,438,937) | |||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 3,813,677 | |||
Net proceeds from sales of senior notes | 0 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | (6) | |||
Intercompany loans from parent | 248,367 | |||
Equity contribution from parent | 1,585 | |||
Parent cash dividends | 0 | |||
Net proceeds (payments) associated with employee stock-based awards | 0 | |||
Excess tax benefits (deficiency) from stock-based compensation | 0 | |||
Payment of debt financing and stock issuance costs | (3,687) | |||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | 620,999 | |||
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) | |||
Increase (Decrease) in cash and cash equivalents | 308,337 | |||
Cash and cash equivalents, beginning of period | 193,589 | 107,245 | ||
Cash and cash equivalents, end of period | $ 415,582 | $ 415,582 | ||
Non-Guarantor Subsidiaries including Canada Company [Member] | Reportable legal entities | ||||
Cash Flows from Operating Activities: | ||||
Cash Flows from Operating Activities—Continuing Operations | 149,612 | |||
Cash Flows from Operating Activities—Discontinued Operations | (1,786) | |||
Cash Flows from Operating Activities | 147,826 | |||
Cash Flows from Investing Activities: | ||||
Capital expenditures | (67,834) | |||
Cash paid for acquisitions, net of cash acquired | (98,991) | |||
Intercompany loans to subsidiaries | 0 | |||
Investment in subsidiaries | 0 | |||
Acquisitions of customer relationships and customer inducements | 2,394 | |||
Net proceeds from Divestments (see Note 10) | 2,423 | |||
Proceeds from sales of property and equipment and other, net (including real estate) | (4,010) | |||
Cash Flows from Investing Activities—Continuing Operations | (170,806) | |||
Cash Flows from Investing Activities—Discontinued Operations | 0 | |||
Cash Flows from Investing Activities | (170,806) | |||
Cash Flows from Financing Activities: | ||||
Repayment of revolving credit, term loan and bridge facilities and other debt | (4,100,106) | |||
Proceeds from revolving credit, term loan and bridge facilities and other debt | 4,256,072 | |||
Early retirement of senior notes | (162,328) | |||
Net proceeds from sales of senior notes | 0 | |||
Borrowings under cash pools | 36,168 | |||
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | 9,629 | |||
Intercompany loans from parent | 130,876 | |||
Equity contribution from parent | 16,170 | |||
Parent cash dividends | 0 | |||
Net proceeds (payments) associated with employee stock-based awards | 0 | |||
Payment of debt financing and stock issuance costs | (280) | |||
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | 186,201 | |||
Cash Flows from Financing Activities—Discontinued Operations | 0 | |||
Net Cash Provided by (Used in) Financing Activities | 186,201 | |||
Effect of exchange rates on cash and cash equivalents | 24,454 | |||
Increase (Decrease) in cash and cash equivalents | 187,675 | |||
Cash and cash equivalents, beginning of period | 210,699 | |||
Cash and cash equivalents, end of period | $ 398,374 | $ 398,374 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2017segment | |
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment information | ||||
Total Revenues | $ 965,661 | $ 942,822 | $ 2,854,343 | $ 2,577,260 |
Depreciation and Amortization | 128,513 | 124,670 | 381,319 | 326,896 |
Depreciation | 100,573 | 98,360 | 302,480 | 267,280 |
Amortization | 27,940 | 26,310 | 78,839 | 59,616 |
Adjusted EBITDA | 323,024 | 294,203 | 933,652 | 790,783 |
Expenditures for Segment Assets | 262,821 | 106,291 | 494,761 | 563,255 |
Capital Expenditures | 78,539 | 82,364 | 243,746 | 246,029 |
Cash Paid for Acquisitions, Net of Cash Acquired | 155,905 | (182) | 194,128 | 276,371 |
Acquisitions of customer relationships and customer inducements | 28,377 | 24,109 | 56,887 | 40,855 |
North American Records and Information Management business | ||||
Segment information | ||||
Total Revenues | 513,567 | 499,977 | 1,530,761 | 1,426,128 |
Depreciation and Amortization | 57,982 | 55,256 | 177,145 | 158,071 |
Depreciation | 49,201 | 47,634 | 151,272 | 135,756 |
Amortization | 8,781 | 7,622 | 25,873 | 22,315 |
Adjusted EBITDA | 224,882 | 199,559 | 655,180 | 565,254 |
Expenditures for Segment Assets | 61,016 | 48,135 | 165,544 | 114,673 |
Capital Expenditures | 33,860 | 29,061 | 106,673 | 85,883 |
Cash Paid for Acquisitions, Net of Cash Acquired | 0 | 17 | 4,379 | (2,659) |
Acquisitions of customer relationships and customer inducements | 27,156 | 19,057 | 54,492 | 31,449 |
North American Data Management Business | ||||
Segment information | ||||
Total Revenues | 106,986 | 107,477 | 319,931 | 307,090 |
Depreciation and Amortization | 8,886 | 9,680 | 26,774 | 21,427 |
Depreciation | 6,606 | 5,822 | 19,980 | 17,076 |
Amortization | 2,280 | 3,858 | 6,794 | 4,351 |
Adjusted EBITDA | 56,800 | 59,714 | 169,295 | 170,255 |
Expenditures for Segment Assets | 42,080 | 9,391 | 58,949 | 17,968 |
Capital Expenditures | 8,551 | 9,391 | 25,420 | 16,520 |
Cash Paid for Acquisitions, Net of Cash Acquired | 33,529 | 0 | 33,529 | (59) |
Acquisitions of customer relationships and customer inducements | 0 | 0 | 0 | 1,507 |
Western European Business | ||||
Segment information | ||||
Total Revenues | 128,082 | 122,785 | 370,020 | 334,859 |
Depreciation and Amortization | 17,385 | 14,409 | 47,806 | 40,729 |
Depreciation | 12,080 | 10,657 | 35,334 | 31,026 |
Amortization | 5,305 | 3,752 | 12,472 | 9,703 |
Adjusted EBITDA | 43,464 | 37,546 | 114,134 | 102,765 |
Expenditures for Segment Assets | 40,181 | 13,057 | 47,285 | 17,959 |
Capital Expenditures | 4,573 | 8,266 | 11,194 | 18,303 |
Cash Paid for Acquisitions, Net of Cash Acquired | 35,093 | 225 | 35,093 | (6,878) |
Acquisitions of customer relationships and customer inducements | 515 | 4,566 | 998 | 6,534 |
Other International Business | ||||
Segment information | ||||
Total Revenues | 199,698 | 197,084 | 581,344 | 464,094 |
Depreciation and Amortization | 29,397 | 30,279 | 87,276 | 70,462 |
Depreciation | 19,384 | 20,615 | 59,207 | 49,840 |
Amortization | 10,013 | 9,664 | 28,069 | 20,622 |
Adjusted EBITDA | 59,082 | 53,844 | 170,595 | 117,351 |
Expenditures for Segment Assets | 47,676 | 16,320 | 109,380 | 330,065 |
Capital Expenditures | 19,607 | 16,258 | 48,776 | 43,800 |
Cash Paid for Acquisitions, Net of Cash Acquired | 27,363 | (424) | 59,207 | 284,925 |
Acquisitions of customer relationships and customer inducements | 706 | 486 | 1,397 | 1,340 |
Corporate and Other | ||||
Segment information | ||||
Total Revenues | 17,328 | 15,499 | 52,287 | 45,089 |
Depreciation and Amortization | 14,863 | 15,046 | 42,318 | 36,207 |
Depreciation | 13,302 | 13,632 | 36,687 | 33,582 |
Amortization | 1,561 | 1,414 | 5,631 | 2,625 |
Adjusted EBITDA | (61,204) | (56,460) | (175,552) | (164,842) |
Expenditures for Segment Assets | 71,868 | 19,388 | 113,603 | 82,590 |
Capital Expenditures | 11,948 | 19,388 | 51,683 | 81,523 |
Cash Paid for Acquisitions, Net of Cash Acquired | 59,920 | 0 | 61,920 | 1,042 |
Acquisitions of customer relationships and customer inducements | $ 0 | $ 0 | $ 0 | $ 25 |
Segment Information - Reconcili
Segment Information - Reconciliation to Income from Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Gain on sale of real estate, tax | $ 640 | |||
Reconciliation of Adjusted EBITDA to income from continuing operations | ||||
Adjusted EBITDA | $ 323,024 | $ 294,203 | 933,652 | $ 790,783 |
Provision (Benefit) for Income Taxes | 2,268 | 23,418 | 29,497 | 46,157 |
Less: Depreciation and Amortization | 128,513 | 124,670 | 381,319 | 326,896 |
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | (292) | (54) | (967) | (1,131) |
Income (Loss) from Continuing Operations | 25,382 | 5,759 | 167,374 | 54,080 |
Interest Expense (Income), Net | 88,989 | 83,300 | 265,010 | 225,228 |
Other Expense (Income), Net | 59,479 | 23,302 | 33,749 | 37,006 |
Gain on Sale of Real Estate, Net of Tax | 638 | (325) | (925) | (325) |
Recall Holdings Limited [Member] | ||||
Reconciliation of Adjusted EBITDA to income from continuing operations | ||||
Recall Costs | $ 18,047 | $ 34,133 | $ 58,595 | $ 102,872 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017lawsuitclaimfacility | Sep. 30, 2017USD ($)customerlawsuitclaimfacility | Sep. 30, 2017EUR (€)customerlawsuitclaimfacility | Jan. 31, 2015customerbox | |
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 | $ | $ 19,500 | |||
Italy Fire | ||||
Commitments and Contingencies | ||||
Number of customer lawsuits | customer | 6 | 6 | ||
Number of customer lawsuits settled | lawsuit | 4 | 4 | ||
Loss Contingency, Pending Claims, Number | lawsuit | 2 | 2 | 2 | |
Loss Contingency, Damages Sought, Value | € | € 42,600 | |||
Brooklyn Fire | ||||
Commitments and Contingencies | ||||
Loss Contingency, Pending Claims, Number | claim | 2 | 2 | 2 | |
Loss Contingency, Number Customer-Owned Items Lost | box | 900,000 | |||
Loss Contingency, Number Of Customers Impacted | customer | 1,200 | |||
PUERTO RICO | ||||
Commitments and Contingencies | ||||
Number of facilities damaged | 4 | |||
Percentage of consolidated revenue | 0.50% | 0.50% | 0.50% | |
Hurricane Maria | PUERTO RICO | ||||
Commitments and Contingencies | ||||
Number of facilities affected by natural disaster | 2 | |||
Number of facilities owned | 1 | 1 | 1 | |
Number of facilities leased | 1 | 1 | 1 |
Stockholders' Equity Matters -
Stockholders' Equity Matters - Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 02, 2017 | Jul. 27, 2017 | Jul. 03, 2017 | May 24, 2017 | Apr. 03, 2017 | Feb. 15, 2017 | Dec. 30, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Jul. 27, 2016 | Jun. 24, 2016 | May 25, 2016 | Mar. 21, 2016 | Feb. 17, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Subsequent Event [Line Items] | ||||||||||||||||||
Dividends Declared per Common Share (in dollars per share) | $ 0.55 | $ 0.55 | $ 0.55 | $ 0.55 | $ 0.485 | $ 0.4850 | $ 0.4850 | $ 0.5534 | $ 0.4852 | $ 1.6543 | $ 1.4886 | |||||||
Dividends, Common Stock | $ 145,417 | $ 145,235 | $ 145,006 | $ 127,737 | $ 127,469 | $ 102,651 | $ 439,327 | $ 360,076 | ||||||||||
Subsequent Event | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Dividends, Common Stock | $ 146,772 |
Divestments - (Details)
Divestments - (Details) £ in Thousands, AUD in Thousands, $ in Thousands | May 30, 2017USD ($) | Dec. 29, 2016USD ($) | Oct. 31, 2016AUD | May 04, 2016USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 09, 2016USD ($) | Dec. 09, 2016GBP (£) | Oct. 31, 2016USD ($) | Oct. 31, 2016AUD |
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 | ||||||||||
Cash proceeds from divestment | $ 2,423 | 53,950 | ||||||||||
Disposal group, gain on sale of disposal | 38,869 | 0 | ||||||||||
Equity method investment, fair value | 0 | 17,973 | 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 Group, Including Discontinued Operation, Revenue | 0 | 0 | ||||||||||
Disposal, consideration | $ 80,000 | |||||||||||
Cash proceeds from divestment | 55,000 | |||||||||||
Disposal group, contingent receivable | 25,000 | |||||||||||
Disposal group, contingent consideration receivable, net of adjustments | 21,400 | |||||||||||
Disposal group, contingent consideration receivable, fair value adjustment | 2,200 | |||||||||||
Disposal group, contingent consideration receivable, present value adjustment | $ 1,400 | |||||||||||
Nontrade receivables | 22,300 | |||||||||||
ARKIVE, Inc. Sale | Discontinued Operations, Disposed of by Sale | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal, consideration | $ 50,000 | |||||||||||
Cash proceeds from divestment | $ 45,000 | |||||||||||
Australia Divestment Business | Disposed of by Sale, Not Discontinued Operations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal, consideration | $ 53,200 | AUD 70,000 | ||||||||||
Cash proceeds from divestment | AUD | AUD 35,000 | |||||||||||
Amount of consideration received | AUD | AUD 35,000 | |||||||||||
Amount of consideration received, state interest rate | 3.30% | 3.30% | ||||||||||
UK Divestments | Discontinued Operations, Disposed of by Sale | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal, consideration | $ 2,200 | £ 1,800 | ||||||||||
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 | ||||||||||
Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Disposal group, equity interest | 25.00% | |||||||||||
Disposal group, gain on sale of disposal | $ 38,869 | 38,869 | ||||||||||
Disposal group, goodwill | $ 3,515 | 3,515 | ||||||||||
Disposal group, cumulative translation adjustment | 29,100 | |||||||||||
Disposal group, net assets excluding goodwill | 4,716 | |||||||||||
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 | ||||||||||
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 | ||||||||||
Other Assets | Russia and Ukraine Divestment | Disposal Group, Not Discontinued Operations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Equity method investment, fair value | 18,000 | $ 17,973 | ||||||||||
Equity method investments, carrying value | $ 20,869 |
Divestments - Results of Operat
Divestments - Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
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 | ||
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes | $ (1,678) | 2,334 | $ (5,156) | 4,210 |
Provision (Benefit) for Income Taxes | (620) | 293 | (1,735) | 582 |
Income (Loss) from Discontinued Operations, Net of Tax | (1,058) | 2,041 | (3,421) | 3,628 |
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 | ||
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes | 0 | 0 | 0 | 0 |
Provision (Benefit) for Income Taxes | 0 | 0 | 0 | 0 |
Income (Loss) from Discontinued Operations, Net of Tax | 0 | 0 | 0 | 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 | ||
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes | (1,061) | 1,534 | (2,623) | 2,468 |
Provision (Benefit) for Income Taxes | (383) | 70 | (988) | 114 |
Income (Loss) from Discontinued Operations, Net of Tax | (678) | 1,464 | (1,635) | 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 | ||
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes | (617) | 888 | (2,533) | 1,755 |
Provision (Benefit) for Income Taxes | (237) | 239 | (747) | 471 |
Income (Loss) from Discontinued Operations, Net of Tax | (380) | 649 | (1,786) | 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 | ||
Income (Loss) from Discontinued Operations Before Provision (Benefit) for Income Taxes | 0 | (88) | 0 | (13) |
Provision (Benefit) for Income Taxes | 0 | (16) | 0 | (3) |
Income (Loss) from Discontinued Operations, Net of Tax | $ 0 | $ (72) | $ 0 | $ (10) |
Recall Costs (Details)
Recall Costs (Details) - Recall Holdings Limited [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Restructuring Reserve | $ 8,397 | $ 4,914 |
Restructuring Accruals | 18,803 | |
Restructuring Reserve, Accrual Adjustment | (230) | |
Payments for Restructuring | (15,179) | |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | $ 89 |
Recall Costs - Recall Costs Inc
Recall Costs - Recall Costs Included in Statements of Operations (Details) - Recall Holdings Limited [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | $ 18,047 | $ 34,133 | $ 58,595 | $ 102,872 |
Cost of sales (excluding depreciation and amortization) | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 3,059 | 4,457 | 16,019 | 4,788 |
Selling, general and administrative expenses | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | $ 14,988 | $ 29,676 | $ 42,576 | $ 98,084 |
Recall Costs - Recall Costs by
Recall Costs - Recall Costs by Segment (Details) - Recall Holdings Limited [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | $ 18,047 | $ 34,133 | $ 58,595 | $ 102,872 |
North American Records and Information Management business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 2,540 | 4,989 | 16,165 | 7,822 |
North American Data Management Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 295 | 1,578 | 2,171 | 2,095 |
Western European Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 2,586 | 7,483 | 7,933 | 11,613 |
Other International Business | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | 2,570 | 5,638 | 6,158 | 11,586 |
Corporate and Other | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Total Recall Costs | $ 10,056 | $ 14,445 | $ 26,168 | $ 69,756 |
Subsequent Events - (Details)
Subsequent Events - (Details) $ / shares in Units, $ in Thousands | Oct. 05, 2017USD ($)bank$ / shares | Oct. 26, 2017USD ($)data_center | Sep. 30, 2017$ / shares | Dec. 31, 2016$ / shares |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Credit Suisse Data Center Acquisition | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of data centers | data_center | 2 | |||
Consideration transferred (approximately) | $ | $ 100,000 | |||
Stock Distribution | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of banks | bank | 10 | |||
Sales price, common stock (in usd) (up to) | $ | $ 500,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |