Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Tables)

3 Months Ended

Mar. 31, 2018

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, 2017
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents(1)	$	2,433	$	634,317	$	383,675	$	(94,726	)	$	925,699
Accounts receivable	—		32,972		802,770		—			835,742
Intercompany receivable	332,293		149,731		—		(482,024		)	—
Prepaid expenses and other	1,579		103,643		83,681		(29		)	188,874
Total Current Assets	336,305		920,663		1,270,126		(576,779		)	1,950,315
Property, Plant and Equipment, Net	316		2,030,875		1,386,488		—			3,417,679
Other Assets, Net:
Long-term notes receivable from affiliates and intercompany receivable	4,578,995		—		—		(4,578,995		)	—
Investment in subsidiaries	1,858,045		885,999		—		(2,744,044		)	—
Goodwill	—		2,577,310		1,492,957		—			4,070,267
Other	—		796,913		737,228		—			1,534,141
Total Other Assets, Net	6,437,040		4,260,222		2,230,185		(7,323,039		)	5,604,408
Total Assets	$	6,773,661	$	7,211,760	$	4,886,799	$	(7,899,818	)	$	10,972,402
Liabilities and Equity
Intercompany Payable	$	—	$	—	$	482,024	$	(482,024	)	$	—
Debit Balances Under Cash Pools	—		56,233		38,493		(94,726		)	—
Current Portion of Long-Term Debt	—		54,247		92,082		(29		)	146,300
Total Other Current Liabilities	235,062		527,549		421,262		—			1,183,873
Long-Term Debt, Net of Current Portion	4,232,759		758,166		1,906,046		—			6,896,971
Long-Term Notes Payable to Affiliates and Intercompany Payable	—		4,578,995		—		(4,578,995		)	—
Other Long-term Liabilities	—		113,024		241,974		—			354,998
Commitments and Contingencies (See Note 8)
Redeemable Noncontrolling Interests	8,402		—		83,016		—			91,418
Total Iron Mountain Incorporated Stockholders' Equity	2,297,438		1,123,546		1,620,498		(2,744,044		)	2,297,438
Noncontrolling Interests	—		—		1,404		—			1,404
Total Equity	2,297,438		1,123,546		1,621,902		(2,744,044		)	2,298,842
Total Liabilities and Equity	$	6,773,661	$	7,211,760	$	4,886,799	$	(7,899,818	)	$	10,972,402

______________________________________________________________


(1)	Included within Cash and Cash Equivalents at December 31, 2017 is approximately $38,400 and $62,000 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively. See Note 5 for more information on our Cash Pools.

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)



	March 31, 2018
	Parent		Guarantors		Non- Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents(1)	$	3,194	$	75,061	$	395,283	$	(31,047	)	$	442,491
Accounts receivable	—		28,731		830,375		—			859,106
Intercompany receivable	172,289		82,219		—		(254,508		)	—
Prepaid expenses and other	—		125,373		97,932		(29		)	223,276
Total Current Assets	175,483		311,384		1,323,590		(285,584		)	1,524,873
Property, Plant and Equipment, Net	283		2,935,396		1,429,792		—			4,365,471
Other Assets, Net:
Long-term notes receivable from affiliates and intercompany receivable	4,662,099		—		—		(4,662,099		)	—
Investment in subsidiaries	1,875,464		893,419		—		(2,768,883		)	—
Goodwill	—		2,813,151		1,512,327		—			4,325,478
Other	—		1,027,985		754,342		—			1,782,327
Total Other Assets, Net	6,537,563		4,734,555		2,266,669		(7,430,982		)	6,107,805
Total Assets	$	6,713,329	$	7,981,335	$	5,020,051	$	(7,716,566	)	$	11,998,149
Liabilities and Equity
Intercompany Payable	$	—	$	—	$	254,508	$	(254,508	)	$	—
Debit Balances Under Cash Pools	—		4,287		26,760		(31,047		)	—
Current Portion of Long-Term Debt	—		60,778		76,449		(29		)	137,198
Total Other Current Liabilities	199,577		487,627		406,660		—			1,093,864
Long-Term Debt, Net of Current Portion	4,244,612		1,514,579		2,261,682		—			8,020,873
Long-Term Notes Payable to Affiliates and Intercompany Payable	—		4,662,099		—		(4,662,099		)	—
Other Long-term Liabilities	185		120,998		270,879		—			392,062
Commitments and Contingencies (See Note 8)
Redeemable Noncontrolling Interests	9,208		—		83,669		—			92,877
Total Iron Mountain Incorporated Stockholders' Equity	2,259,747		1,130,967		1,637,916		(2,768,883		)	2,259,747
Noncontrolling Interests	—		—		1,528		—			1,528
Total Equity	2,259,747		1,130,967		1,639,444		(2,768,883		)	2,261,275
Total Liabilities and Equity	$	6,713,329	$	7,981,335	$	5,020,051	$	(7,716,566	)	$	11,998,149

______________________________________________________________


(1)	Included within Cash and Cash Equivalents at March 31, 2018 is approximately $45,600 and $6,900 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 March 31, 2017
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage rental	$	—		$	349,351		$	32,006		$	190,922		$	—		$	572,279
Service	—			218,209			16,050			132,338			—			366,597
Intercompany revenues	—			1,097			—			22,342			(23,439		)	—
Total Revenues	—			568,657			48,056			345,602			(23,439		)	938,876
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	—			239,329			7,550			179,828			—			426,707
Selling, general and administrative	79			162,705			3,561			73,821			—			240,166
Intercompany cost of sales	—			6,606			15,736			1,097			(23,439		)	—
Depreciation and amortization	46			76,161			4,238			44,262			—			124,707
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net	—			(548		)	2			87			—			(459		)
Total Operating Expenses	125			484,253			31,087			299,095			(23,439		)	791,121
Operating (Loss) Income	(125		)	84,404			16,969			46,507			—			147,755
Interest Expense (Income), Net	42,784			(3,279		)	11,670			34,880			—			86,055
Other Expense (Income), Net	81			2,519			(27		)	(8,937		)	—			(6,364		)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(42,990		)	85,164			5,326			20,564			—			68,064
Provision (Benefit) for Income Taxes	—			12,744			(3,488		)	(36		)	—			9,220
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(101,115		)	(23,413		)	(157		)	(8,814		)	133,499			—
Income (Loss) from Continuing Operations	58,125			95,833			8,971			29,414			(133,499		)	58,844
Income (Loss) from Discontinued Operations	—			198			—			(535		)	—			(337		)
Net Income (Loss)	58,125			96,031			8,971			28,879			(133,499		)	58,507
Less: Net Income (Loss) Attributable to Noncontrolling Interests	—			—			—			382			—			382
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	58,125		$	96,031		$	8,971		$	28,497		$	(133,499	)	$	58,125
Net Income (Loss)	$	58,125		$	96,031		$	8,971		$	28,879		$	(133,499	)	$	58,507
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	(1,072		)	—			635			51,221			—			50,784
Equity in Other Comprehensive Income (Loss) of Subsidiaries	52,406			28,540			287			635			(81,868		)	—
Total Other Comprehensive Income (Loss)	51,334			28,540			922			51,856			(81,868		)	50,784
Comprehensive Income (Loss)	109,459			124,571			9,893			80,735			(215,367		)	109,291
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	—			—			—			(168		)	—			(168		)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	109,459		$	124,571		$	9,893		$	80,903		$	(215,367	)	$	109,459

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)



	Three Months Ended March 31, 2018
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Storage rental	$	—		$	396,476		$	254,673		$	—		$	651,149
Service	—			230,230			161,079			—			391,309
Intercompany revenues	—			1,205			4,491			(5,696		)	—
Total Revenues	—			627,911			420,243			(5,696		)	1,042,458
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	—			246,163			202,558			—			448,721
Selling, general and administrative	43			185,348			84,339			—			269,730
Intercompany cost of sales	—			4,491			1,205			(5,696		)	—
Depreciation and amortization	33			102,446			58,099			—			160,578
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net	—			(356		)	(774		)	—			(1,130		)
Total Operating Expenses	76			538,092			345,427			(5,696		)	877,899
Operating Income (Loss)	(76		)	89,819			74,816			—			164,559
Interest Expense (Income), Net	49,941			(1,508		)	49,193			—			97,626
Other Expense (Income), Net	(1,157		)	1,560			19,748			—			20,151
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(48,860		)	89,767			5,875			—			46,782
Provision (Benefit) for Income Taxes	—			(6,712		)	7,880			—			1,168
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(93,544		)	2,865			—			90,679			—
Income (Loss) from Continuing Operations	44,684			93,614			(2,005		)	(90,679		)	45,614
(Loss) Income from Discontinued Operations, Net of Tax	—			(422		)	(40		)	—			(462		)
Net Income (Loss)	44,684			93,192			(2,045		)	(90,679		)	45,152
Less: Net (Loss) Income Attributable to Noncontrolling Interests	—			—			468			—			468
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	44,684		$	93,192		$	(2,513	)	$	(90,679	)	$	44,684
Net Income (Loss)	$	44,684		$	93,192		$	(2,045	)	$	(90,679	)	$	45,152
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	(5,635		)	—			37,286			—			31,651
Change in fair value of interest rate swap agreements	(185		)	—			—			—			(185		)
Equity in Other Comprehensive Income (Loss) of Subsidiaries	35,732			38,336			—			(74,068		)	—
Total Other Comprehensive Income (Loss)	29,912			38,336			37,286			(74,068		)	31,466
Comprehensive Income (Loss)	74,596			131,528			35,241			(164,747		)	76,618
Comprehensive (Loss) Income Attributable to Noncontrolling Interests	—			—			2,027			—			2,027
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	74,596		$	131,528		$	33,214		$	(164,747	)	$	74,591

Schedule of selected consolidated cash flow statements of Parent, Guarantors, Canada Company and Non-Guarantors

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Three Months Ended March 31, 2017
	Parent			Guarantors			Canada Company			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(41,288	)	$	136,411		$	5,291		$	21,760		$	—		$	122,174
Cash Flows from Operating Activities—Discontinued Operations	—			198			(535		)	—			—			(337		)
Cash Flows from Operating Activities	(41,288		)	136,609			4,756			21,760			—			121,837
Cash Flows from Investing Activities:
Capital expenditures	—			(53,175		)	(2,555		)	(17,472		)	—			(73,202		)
Cash paid for acquisitions, net of cash acquired	—			(6,380		)	—			(5,807		)	—			(12,187		)
Intercompany loans to subsidiaries	(1,187		)	(72,807		)	—			(478		)	74,472			—
Investment in subsidiaries	(16,170		)	—			—			—			16,170			—
Acquisitions of customer relationships and customer inducements	—			(20,653		)	(271		)	(479		)	—			(21,403		)
Net proceeds from Divestments (see Note 10)	—			—			—			2,423			—			2,423
Proceeds from sales of property and equipment and other, net (including real estate)	—			93			2			(29		)	—			66
Cash Flows from Investing Activities—Continuing Operations	(17,357		)	(152,922		)	(2,824		)	(21,842		)	90,642			(104,303		)
Cash Flows from Investing Activities—Discontinued Operations	—			—			—			—			—			—
Cash Flows from Investing Activities	(17,357		)	(152,922		)	(2,824		)	(21,842		)	90,642			(104,303		)
Cash Flows from Financing Activities:
Repayment of revolving credit, term loan facilities and other debt	(31,733		)	(1,495,558		)	(71		)	(1,154,986		)	—			(2,682,348		)
Proceeds from revolving credit, term loan facilities and other debt	94,811			1,423,653			—			1,196,319			—			2,714,783
Debit balances (payments) under cash pools	—			138,693			—			47,129			(185,822		)	—
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	—			—			—			10,668			—			10,668
Intercompany loans from parent	—			(9,305		)	(12,680		)	96,457			(74,472		)	—
Equity contribution from parent	—			—			—			16,170			(16,170		)	—
Parent cash dividends	(2,060		)	—			—			—			—			(2,060		)
Net (payments) proceeds associated with employee stock-based awards	(4,308		)	—			—			—			—			(4,308		)
Payment of debt financing and stock issuance costs	—			—			(73		)	—			—			(73		)
Cash Flows from Financing Activities—Continuing Operations	56,710			57,483			(12,824		)	211,757			(276,464		)	36,662
Cash Flows from Financing Activities—Discontinued Operations	—			—			—			—			—			—
Cash Flows from Financing Activities	56,710			57,483			(12,824		)	211,757			(276,464		)	36,662
Effect of exchange rates on cash and cash equivalents	—			—			(455		)	5,403			—			4,948
(Decrease) Increase in cash and cash equivalents	(1,935		)	41,170			(11,347		)	217,078			(185,822		)	59,144
Cash and cash equivalents, beginning of period	2,405			23,380			17,110			193,589			—			236,484
Cash and cash equivalents, end of period	$	470		$	64,550		$	5,763		$	410,667		$	(185,822	)	$	295,628

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)



	Three Months Ended March 31, 2018
	Parent			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities—Continuing Operations	$	(66,516	)	$	96,674		$	61,410		$	—		$	91,568
Cash Flows from Operating Activities—Discontinued Operations	—			—			—			—			—
Cash Flows from Operating Activities	(66,516		)	96,674			61,410			—			91,568
Cash Flows from Investing Activities:
Capital expenditures	—			(62,148		)	(33,457		)	—			(95,605		)
Cash paid for acquisitions, net of cash acquired	—			(1,315,549		)	(113,425		)	—			(1,428,974		)
Intercompany loans to subsidiaries	157,737			208,443			—			(366,180		)	—
Investment in subsidiaries	—			—			—			—			—
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles	—			(11,874		)	(6,172		)	—			(18,046		)
Proceeds from sales of property and equipment and other, net (including real estate)	—			(19,466		)	79			—			(19,387		)
Cash Flows from Investing Activities—Continuing Operations	157,737			(1,200,594		)	(152,975		)	(366,180		)	(1,562,012		)
Cash Flows from Investing Activities—Discontinued Operations	—			—			—			—			—
Cash Flows from Investing Activities	157,737			(1,200,594		)	(152,975		)	(366,180		)	(1,562,012		)
Cash Flows from Financing Activities:
Repayment of revolving credit, term loan facilities and other debt	—			(2,308,119		)	(2,102,537		)	—			(4,410,656		)
Proceeds from revolving credit, term loan facilities and other debt	—			3,067,988			2,428,503			—			5,496,491
Debit (payments) balances under cash pools	—			(51,946		)	(11,733		)	63,679			—
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	—			—			(561		)	—			(561		)
Intercompany loans from parent	—			(154,184		)	(211,996		)	366,180			—
Parent cash dividends	(169,006		)	—			—			—			(169,006		)
Net (payments) proceeds associated with employee stock-based awards	(5,950		)	—			—			—			(5,950		)
Net proceeds associated with the Over-Allotment Option exercise	76,192			—			—			—			76,192
Net proceeds associated with the At the Market (ATM) Program	8,716			—			—			—			8,716
Payment of debt financing and stock issuance costs	(412		)	(9,075		)	(487		)	—			(9,974		)
Cash Flows from Financing Activities—Continuing Operations	(90,460		)	544,664			101,189			429,859			985,252
Cash Flows from Financing Activities—Discontinued Operations	—			—			—			—			—
Cash Flows from Financing Activities	(90,460		)	544,664			101,189			429,859			985,252
Effect of exchange rates on cash and cash equivalents	—			—			1,984			—			1,984
Increase (Decrease) in cash and cash equivalents	761			(559,256		)	11,608			63,679			(483,208		)
Cash and cash equivalents, beginning of period	2,433			634,317			383,675			(94,726		)	925,699
Cash and cash equivalents, end of period	$	3,194		$	75,061		$	395,283		$	(31,047	)	$	442,491