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Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | 6 Months Ended
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Jun. 30, 2018
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, 2017 and June 30, 2018 and for the three and six months ended June 30, 2017 and 2018 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, the CAD Notes, the 6 1/8% GBP Senior Notes due 2022 (the "GBP Notes due 2022") (which were redeemed in November 2017), the GBP Notes due 2025, and the 5 3/8% Notes are guaranteed by the subsidiaries referred to below as the Guarantors. These subsidiaries are 100% owned by IMI. The guarantees are full and unconditional, as well as joint and several. Additionally, IMI guarantees the CAD Notes, which were issued by Iron Mountain Canada Operations ULC ("Canada Company"), the GBP Notes due 2022, which were issued by Iron Mountain Europe PLC ("IME"), the GBP Notes due 2025, which were issued by Iron Mountain (UK) PLC ("IM UK"), and the 5 3/8% Notes, which were issued by Iron Mountain US Holdings, Inc, which is one of the Guarantors. Canada Company, IME and IM UK do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes, the GBP Notes due 2022, the GBP Notes due 2025, and the 5 3/8% Notes, including IME, IM UK, Iron Mountain Receivables QRS, LLC, Iron Mountain Receivables TRS, LLC and Iron Mountain Mortgage Finance I, LLC, are referred to below as the Non-Guarantors. As discussed below, the results of the Non-Guarantors for the three and six months ended June 30, 2017 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. We redeemed the CAD Notes due 2021 in August 2017 and, therefore, as of that date, 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 Sheets as of December 31, 2017 and June 30, 2018, (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 Statement of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2018, 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 six months ended June 30, 2018. 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, 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.
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
| June 30, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents(1) | $ | 62 |  |  | $ | 50,056 |  |  | $ | 227,993 |  |  | $ | (89,919 | ) |  | $ | 188,192 |
Accounts receivable | — |  |  | 58,280 |  |  | 808,761 |  |  | — |  |  | 867,041 |
Intercompany receivable | — |  |  | 437,598 |  |  | — |  |  | (437,598 | ) |  | — |
Prepaid expenses and other | 318 |  |  | 108,078 |  |  | 80,734 |  |  | (29 | ) |  | 189,101 |
Total Current Assets | 380 |  |  | 654,012 |  |  | 1,117,488 |  |  | (527,546 | ) |  | 1,244,334 |
Property, Plant and Equipment, Net | 251 |  |  | 2,939,491 |  |  | 1,466,745 |  |  | — |  |  | 4,406,487 |
Other Assets, Net: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term notes receivable from affiliates and intercompany receivable | 4,764,133 |  |  | — |  |  | — |  |  | (4,764,133 | ) |  | — |
Investment in subsidiaries | 1,892,689 |  |  | 935,316 |  |  | — |  |  | (2,828,005 | ) |  | — |
Goodwill | — |  |  | 2,860,920 |  |  | 1,605,714 |  |  | — |  |  | 4,466,634 |
Other | 2,203 |  |  | 944,678 |  |  | 748,198 |  |  | — |  |  | 1,695,079 |
Total Other Assets, Net | 6,659,025 |  |  | 4,740,914 |  |  | 2,353,912 |  |  | (7,592,138 | ) |  | 6,161,713 |
Total Assets | $ | 6,659,656 |  |  | $ | 8,334,417 |  |  | $ | 4,938,145 |  |  | $ | (8,119,684 | ) |  | $ | 11,812,534 |
Liabilities and Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |
Intercompany Payable | $ | 114,379 |  |  | $ | — |  |  | $ | 323,219 |  |  | $ | (437,598 | ) |  | $ | — |
Debit Balances Under Cash Pools | — |  |  | 48,576 |  |  | 41,343 |  |  | (89,919 | ) |  | — |
Current Portion of Long-Term Debt | — |  |  | 60,363 |  |  | 63,484 |  |  | (29 | ) |  | 123,818 |
Total Other Current Liabilities | 246,808 |  |  | 532,092 |  |  | 370,385 |  |  | — |  |  | 1,149,285 |
Long-Term Debt, Net of Current Portion | 4,227,267 |  |  | 1,637,813 |  |  | 2,096,681 |  |  | — |  |  | 7,961,761 |
Long-Term Notes Payable to Affiliates and Intercompany Payable | — |  |  | 4,764,133 |  |  | — |  |  | (4,764,133 | ) |  | — |
Other Long-term Liabilities | — |  |  | 118,575 |  |  | 306,308 |  |  | — |  |  | 424,883 |
Commitments and Contingencies (See Note 8) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Redeemable Noncontrolling Interests | 15,262 |  |  | — |  |  | 80,078 |  |  | — |  |  | 95,340 |
Total Iron Mountain Incorporated Stockholders' Equity | 2,055,940 |  |  | 1,172,865 |  |  | 1,655,140 |  |  | (2,828,005 | ) |  | 2,055,940 |
Noncontrolling Interests | — |  |  | — |  |  | 1,507 |  |  | — |  |  | 1,507 |
Total Equity | 2,055,940 |  |  | 1,172,865 |  |  | 1,656,647 |  |  | (2,828,005 | ) |  | 2,057,447 |
Total Liabilities and Equity | $ | 6,659,656 |  |  | $ | 8,334,417 |  |  | $ | 4,938,145 |  |  | $ | (8,119,684 | ) |  | $ | 11,812,534 |
______________________________________________________________
(1) | Included within Cash and Cash Equivalents at June 30, 2018 is approximately $42,000 and $50,600 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| Three Months Ended June 30, 2017
| Parent |  | Guarantors |  | Canada Company |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental and service (excluding intercompany) | $ | — |  |  | $ | 574,211 |  |  | $ | 47,587 |  |  | $ | 328,008 |  |  | $ | — |  |  | $ | 949,806 |
Intercompany | — |  |  | 1,141 |  |  | — |  |  | 21,649 |  |  | (22,790 | ) |  | — |
Total Revenues | — |  |  | 575,352 |  |  | 47,587 |  |  | 349,657 |  |  | (22,790 | ) |  | 949,806 |
Operating Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative | 273 |  |  | 389,679 |  |  | 10,585 |  |  | 251,192 |  |  | — |  |  | 651,729 |
Intercompany | — |  |  | 6,590 |  |  | 15,059 |  |  | 1,141 |  |  | (22,790 | ) |  | — |
Depreciation and amortization | 43 |  |  | 75,129 |  |  | 4,309 |  |  | 48,618 |  |  | — |  |  | 128,099 |
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | — |  |  | (246 | ) |  | 4 |  |  | 26 |  |  | — |  |  | (216 | )
Total Operating Expenses | 316 |  | — |  | 471,152 |  | — |  | 29,957 |  | — |  | 300,977 |  |  | (22,790 | ) |  | 779,612 |
Operating (Loss) Income | (316 | ) |  | 104,200 |  |  | 17,630 |  |  | 48,680 |  |  | — |  |  | 170,194 |
Interest Expense (Income), Net | 40,377 |  |  | 15,637 |  |  | (6,035 | ) |  | 39,987 |  |  | — |  |  | 89,966 |
Other Expense (Income), Net | 339 |  |  | 543 |  |  | (127 | ) |  | (20,121 | ) |  | — |  |  | (19,366 | )
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (41,032 | ) |  | 88,020 |  |  | 23,792 |  |  | 28,814 |  |  | — |  |  | 99,594 |
Provision (Benefit) for Income Taxes | — |  |  | 436 |  |  | 10,010 |  |  | 7,563 |  |  | — |  |  | 18,009 |
Gain on Sale of Real Estate, Net of Tax | — |  |  | — |  |  | — |  |  | (1,563 | ) |  | — |  |  | (1,563 | )
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (119,662 | ) |  | (29,962 | ) |  | (363 | ) |  | (13,782 | ) |  | 163,769 |  |  | — |
Income (Loss) from Continuing Operations | 78,630 |  |  | 117,546 |  |  | 14,145 |  |  | 36,596 |  |  | (163,769 | ) |  | 83,148 |
(Loss) Income from Discontinued Operations | — |  |  | (1,155 | ) |  | — |  |  | (871 | ) |  | — |  |  | (2,026 | )
Net Income (Loss) | 78,630 |  |  | 116,391 |  |  | 14,145 |  |  | 35,725 |  |  | (163,769 | ) |  | 81,122 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | — |  |  | 2,492 |  |  | — |  |  | 2,492 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 78,630 |  |  | $ | 116,391 |  |  | $ | 14,145 |  |  | $ | 33,233 |  |  | $ | (163,769 | ) |  | $ | 78,630 |
Net Income (Loss) | $ | 78,630 |  |  | $ | 116,391 |  |  | $ | 14,145 |  |  | $ | 35,725 |  |  | $ | (163,769 | ) |  | $ | 81,122 |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustments | (7,076 | ) |  | — |  |  | 2,704 |  |  | 11,910 |  |  | — |  |  | 7,538 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 14,725 |  |  | 11,213 |  |  | 970 |  |  | 2,704 |  |  | (29,612 | ) |  | — |
Total Other Comprehensive Income (Loss) | 7,649 |  |  | 11,213 |  |  | 3,674 |  |  | 14,614 |  |  | (29,612 | ) |  | 7,538 |
Comprehensive Income (Loss) | 86,279 |  |  | 127,604 |  |  | 17,819 |  |  | 50,339 |  |  | (193,381 | ) |  | 88,660 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | — |  |  | 2,381 |  |  | — |  |  | 2,381 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 86,279 |  |  | $ | 127,604 |  |  | $ | 17,819 |  |  | $ | 47,958 |  |  | $ | (193,381 | ) |  | $ | 86,279 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
| Three Months Ended June 30, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental and service (excluding intercompany) | $ | — |  |  | $ | 641,852 |  |  | $ | 418,971 |  |  | $ | — |  |  | $ | 1,060,823 |
Intercompany | — |  |  | 1,216 |  |  | 4,305 |  |  | (5,521 | ) |  | — |
Total Revenues | — |  |  | 643,068 |  |  | 423,276 |  |  | (5,521 | ) |  | 1,060,823 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative | 36 |  |  | 419,099 |  |  | 282,655 |  |  | — |  |  | 701,790 |
Intercompany | — |  |  | 4,305 |  |  | 1,216 |  |  | (5,521 | ) |  | — |
Depreciation and amortization | 32 |  |  | 96,170 |  |  | 60,018 |  |  | — |  |  | 156,220 |
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | — |  |  | (462 | ) |  | (84 | ) |  | — |  |  | (546 | )
Total Operating Expenses | 68 |  |  | 519,112 |  |  | 343,805 |  |  | (5,521 | ) |  | 857,464 |
Operating (Loss) Income | (68 | ) |  | 123,956 |  |  | 79,471 |  |  | — |  |  | 203,359 |
Interest Expense (Income), Net | 50,313 |  |  | 3,005 |  |  | 48,789 |  |  | — |  |  | 102,107 |
Other Expense (Income), Net | 2,767 |  |  | 6,575 |  |  | (28,398 | ) |  | — |  |  | (19,056 | )
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (53,148 | ) |  | 114,376 |  |  | 59,080 |  |  | — |  |  | 120,308 |
Provision (Benefit) for Income Taxes | — |  |  | 12,509 |  |  | 13,896 |  |  | — |  |  | 26,405 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (146,549 | ) |  | (39,711 | ) |  | — |  |  | 186,260 |  |  | — |
Income (Loss) from Continuing Operations | 93,401 |  |  | 141,578 |  |  | 45,184 |  |  | (186,260 | ) |  | 93,903 |
(Loss) Income from Discontinued Operations, Net of Tax | — |  |  | (273 | ) |  | (87 | ) |  | — |  |  | (360 | )
Net Income (Loss) | 93,401 |  |  | 141,305 |  |  | 45,097 |  |  | (186,260 | ) |  | 93,543 |
Less: Net (Loss) Income Attributable to Noncontrolling Interests | — |  |  | — |  |  | 142 |  |  | — |  |  | 142 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 93,401 |  |  | $ | 141,305 |  |  | $ | 44,955 |  |  | $ | (186,260 | ) |  | $ | 93,401 |
Net Income (Loss) | $ | 93,401 |  |  | $ | 141,305 |  |  | $ | 45,097 |  |  | $ | (186,260 | ) |  | $ | 93,543 |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustments | 10,257 |  |  | — |  |  | (149,429 | ) |  | — |  |  | (139,172 | )
Change in fair value of interest rate swap agreements | 2,388 |  |  | — |  |  | — |  |  | — |  |  | 2,388 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (146,018 | ) |  | (129,860 | ) |  | — |  |  | 275,878 |  |  | — |
Total Other Comprehensive Income (Loss) | (133,373 | ) |  | (129,860 | ) |  | (149,429 | ) |  | 275,878 |  |  | (136,784 | )
Comprehensive Income (Loss) | (39,972 | ) |  | 11,445 |  |  | (104,332 | ) |  | 89,618 |  |  | (43,241 | )
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | — |  |  | — |  |  | (3,274 | ) |  | — |  |  | (3,274 | )
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | (39,972 | ) |  | $ | 11,445 |  |  | $ | (101,058 | ) |  | $ | 89,618 |  |  | $ | (39,967 | )
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
| Six Months Ended June 30, 2017
| Parent |  | Guarantors |  | Canada Company |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental and service (excluding intercompany) | $ | — |  |  | $ | 1,141,771 |  |  | $ | 95,643 |  |  | $ | 651,268 |  |  | $ | — |  |  | $ | 1,888,682 |
Intercompany | — |  |  | 2,238 |  |  | — |  |  | 43,991 |  |  | (46,229 | ) |  | — |
Total Revenues | — |  |  | 1,144,009 |  |  | 95,643 |  |  | 695,259 |  |  | (46,229 | ) |  | 1,888,682 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative | 352 |  |  | 791,713 |  |  | 21,696 |  |  | 504,841 |  |  | — |  |  | 1,318,602 |
Intercompany | — |  |  | 13,196 |  |  | 30,795 |  |  | 2,238 |  |  | (46,229 | ) |  | — |
Depreciation and amortization | 89 |  |  | 151,290 |  |  | 8,547 |  |  | 92,880 |  |  | — |  |  | 252,806 |
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | — |  |  | (794 | ) |  | 6 |  |  | 113 |  | — |  | — |  |  | (675 | )
Total Operating Expenses | 441 |  |  | 955,405 |  |  | 61,044 |  |  | 600,072 |  |  | (46,229 | ) |  | 1,570,733 |
Operating (Loss) Income | (441 | ) |  | 188,604 |  |  | 34,599 |  |  | 95,187 |  |  | — |  |  | 317,949 |
Interest Expense (Income), Net | 83,161 |  |  | 12,358 |  |  | 5,635 |  |  | 74,867 |  |  | — |  |  | 176,021 |
Other Expense (Income), Net | 420 |  |  | 3,062 |  |  | (154 | ) |  | (29,058 | ) |  | — |  |  | (25,730 | )
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate | (84,022 | ) |  | 173,184 |  |  | 29,118 |  |  | 49,378 |  |  | — |  |  | 167,658 |
Provision (Benefit) for Income Taxes | — |  |  | 13,180 |  |  | 6,522 |  |  | 7,527 |  |  | — |  |  | 27,229 |
Gain on Sale of Real Estate, Net of Tax | — |  |  | — |  |  | — |  |  | (1,563 | ) |  | — |  |  | (1,563 | )
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (220,777 | ) |  | (53,375 | ) |  | (520 | ) |  | (22,596 | ) |  | 297,268 |  |  | — |
Income (Loss) from Continuing Operations | 136,755 |  |  | 213,379 |  |  | 23,116 |  |  | 66,010 |  |  | (297,268 | ) |  | 141,992 |
(Loss) Income from Discontinued Operations | — |  |  | (957 | ) |  | — |  |  | (1,406 | ) |  | — |  |  | (2,363 | )
Net Income (Loss) | 136,755 |  |  | 212,422 |  |  | 23,116 |  |  | 64,604 |  |  | (297,268 | ) |  | 139,629 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | — |  |  | 2,874 |  |  | — |  |  | 2,874 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 136,755 |  |  | $ | 212,422 |  |  | $ | 23,116 |  |  | $ | 61,730 |  |  | $ | (297,268 | ) |  | $ | 136,755 |
Net Income (Loss) | $ | 136,755 |  |  | $ | 212,422 |  |  | $ | 23,116 |  |  | $ | 64,604 |  |  | $ | (297,268 | ) |  | $ | 139,629 |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustments | (8,148 | ) |  | — |  |  | 3,339 |  |  | 63,131 |  |  | — |  |  | 58,322 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 67,131 |  |  | 39,753 |  |  | 1,257 |  |  | 3,339 |  |  | (111,480 | ) |  | — |
Total Other Comprehensive Income (Loss) | 58,983 |  |  | 39,753 |  |  | 4,596 |  |  | 66,470 |  |  | (111,480 | ) |  | 58,322 |
Comprehensive Income (Loss) | 195,738 |  |  | 252,175 |  |  | 27,712 |  |  | 131,074 |  |  | (408,748 | ) |  | 197,951 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | — |  |  | 2,213 |  |  | — |  |  | 2,213 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 195,738 |  |  | $ | 252,175 |  |  | $ | 27,712 |  |  | $ | 128,861 |  |  | $ | (408,748 | ) |  | $ | 195,738 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
| Six Months Ended June 30, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental and service (excluding intercompany) | $ | — |  |  | $ | 1,268,558 |  |  | $ | 834,723 |  |  | $ | — |  |  | $ | 2,103,281 |
Intercompany | — |  |  | 2,421 |  |  | 8,796 |  |  | (11,217 | ) |  | — |
Total Revenues | — |  |  | 1,270,979 |  |  | 843,519 |  |  | (11,217 | ) |  | 2,103,281 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative | 79 |  |  | 850,610 |  |  | 569,552 |  |  | — |  |  | 1,420,241 |
Intercompany | — |  |  | 8,796 |  |  | 2,421 |  |  | (11,217 | ) |  | — |
Depreciation and amortization | 65 |  |  | 198,616 |  |  | 118,117 |  |  | — |  |  | 316,798 |
(Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net | — |  |  | (818 | ) |  | (858 | ) |  | — |  |  | (1,676 | )
Total Operating Expenses | 144 |  |  | 1,057,204 |  |  | 689,232 |  |  | (11,217 | ) |  | 1,735,363 |
Operating (Loss) Income | (144 | ) |  | 213,775 |  |  | 154,287 |  |  | — |  |  | 367,918 |
Interest Expense (Income), Net | 100,254 |  |  | 1,497 |  |  | 97,982 |  |  | — |  |  | 199,733 |
Other Expense (Income), Net | 1,610 |  |  | 8,135 |  |  | (8,650 | ) |  | — |  |  | 1,095 |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (102,008 | ) |  | 204,143 |  |  | 64,955 |  |  | — |  |  | 167,090 |
Provision (Benefit) for Income Taxes | — |  |  | 5,797 |  |  | 21,776 |  |  | — |  |  | 27,573 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (240,093 | ) |  | (36,846 | ) |  | — |  |  | 276,939 |  |  | — |
Income (Loss) from Continuing Operations | 138,085 |  |  | 235,192 |  |  | 43,179 |  |  | (276,939 | ) |  | 139,517 |
(Loss) Income from Discontinued Operations, Net of Tax | — |  |  | (695 | ) |  | (127 | ) |  | — |  |  | (822 | )
Net Income (Loss) | 138,085 |  |  | 234,497 |  |  | 43,052 |  |  | (276,939 | ) |  | 138,695 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | 610 |  |  | — |  |  | 610 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 138,085 |  |  | $ | 234,497 |  |  | $ | 42,442 |  |  | $ | (276,939 | ) |  | $ | 138,085 |
Net Income (Loss) | $ | 138,085 |  |  | $ | 234,497 |  |  | $ | 43,052 |  |  | $ | (276,939 | ) |  | $ | 138,695 |
Other Comprehensive Income (Loss): |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustments | 4,622 |  |  | — |  |  | (112,143 | ) |  | — |  |  | (107,521 | )
Change in fair value of interest rate swap agreements | 2,203 |  |  | — |  |  | — |  |  | — |  |  | 2,203 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (110,286 | ) |  | (91,524 | ) |  | — |  |  | 201,810 |  |  | — |
Total Other Comprehensive Income (Loss) | (103,461 | ) |  | (91,524 | ) |  | (112,143 | ) |  | 201,810 |  |  | (105,318 | )
Comprehensive Income (Loss) | 34,624 |  |  | 142,973 |  |  | (69,091 | ) |  | (75,129 | ) |  | 33,377 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | (1,247 | ) |  | — |  |  | (1,247 | )
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 34,624 |  |  | $ | 142,973 |  |  | $ | (67,844 | ) |  | $ | (75,129 | ) |  | $ | 34,624 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended June 30, 2017
| Parent |  | Guarantors |  | Canada Company |  | Non- Guarantors |  | Eliminations |  | Consolidated
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Flows from Operating Activities—Continuing Operations | $ | (81,406 | ) |  | $ | 305,548 |  |  | $ | 27,976 |  |  | $ | 69,922 |  |  | $ | — |  |  | $ | 322,040 |
Cash Flows from Operating Activities—Discontinued Operations | — |  |  | (957 | ) |  | — |  |  | (1,406 | ) |  | — |  |  | (2,363 | )
Cash Flows from Operating Activities | (81,406 | ) |  | 304,591 |  |  | 27,976 |  |  | 68,516 |  |  | — |  |  | 319,677 |
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | — |  |  | (124,559 | ) |  | (4,171 | ) |  | (36,477 | ) |  | — |  |  | (165,207 | )
Cash paid for acquisitions, net of cash acquired | — |  |  | (6,380 | ) |  | — |  |  | (31,843 | ) |  | — |  |  | (38,223 | )
Intercompany loans to subsidiaries | (51,119 | ) |  | (41,642 | ) |  | — |  |  | (474 | ) |  | 93,235 |  |  | — |
Investment in subsidiaries | (16,170 | ) |  | — |  |  | — |  |  | — |  |  | 16,170 |  |  | — |
Acquisitions of customer relationships and customer inducements | — |  |  | (26,924 | ) |  | (410 | ) |  | (1,176 | ) |  | — |  |  | (28,510 | )
Net proceeds from Divestments (see Note 10) | — |  |  | — |  |  | — |  |  | 2,423 |  |  | — |  |  | 2,423 |
Proceeds from sales of property and equipment and other, net (including real estate) | — |  |  | 12,933 |  |  | 2 |  |  | (4,388 | ) |  | — |  |  | 8,547 |
Cash Flows from Investing Activities—Continuing Operations | (67,289 | ) |  | (186,572 | ) |  | (4,579 | ) |  | (71,935 | ) |  | 109,405 |  |  | (220,970 | )
Cash Flows from Investing Activities—Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Investing Activities | (67,289 | ) |  | (186,572 | ) |  | (4,579 | ) |  | (71,935 | ) |  | 109,405 |  |  | (220,970 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of revolving credit, term loan facilities and other debt | (262,579 | ) |  | (3,197,148 | ) |  | (51 | ) |  | (2,291,638 | ) |  | — |  |  | (5,751,416 | )
Proceeds from revolving credit, term loan facilities and other debt | 224,660 |  |  | 2,913,810 |  |  | — |  |  | 2,355,655 |  |  | — |  |  | 5,494,125 |
Net proceeds from sales of senior notes | 332,683 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 332,683 |
Debit balances (payments) under cash pools | — |  |  | 136,379 |  |  | — |  |  | 25,171 |  |  | (161,550 | ) |  | — |
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | — |  |  | — |  |  | — |  |  | 10,151 |  |  | — |  |  | 10,151 |
Intercompany loans from parent | — |  |  | 44,957 |  |  | (43,089 | ) |  | 91,367 |  |  | (93,235 | ) |  | — |
Equity contribution from parent | — |  |  | — |  |  | — |  |  | 16,170 |  |  | (16,170 | ) |  | — |
Parent cash dividends | (147,393 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | (147,393 | )
Net proceeds (payments) associated with employee stock-based awards | 810 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 810 |
Payment of debt financing and stock issuance costs | (471 | ) |  | — |  |  | (73 | ) |  | — |  |  | — |  |  | (544 | )
Cash Flows from Financing Activities—Continuing Operations | 147,710 |  |  | (102,002 | ) |  | (43,213 | ) |  | 206,876 |  |  | (270,955 | ) |  | (61,584 | )
Cash Flows from Financing Activities—Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Financing Activities | 147,710 |  |  | (102,002 | ) |  | (43,213 | ) |  | 206,876 |  |  | (270,955 | ) |  | (61,584 | )
Effect of exchange rates on cash and cash equivalents | — |  |  | — |  |  | 2,706 |  |  | 14,706 |  |  | — |  |  | 17,412 |
(Decrease) Increase in cash and cash equivalents | (985 | ) |  | 16,017 |  |  | (17,110 | ) |  | 218,163 |  |  | (161,550 | ) |  | 54,535 |
Cash and cash equivalents, beginning of period | 2,405 |  |  | 23,380 |  |  | 17,110 |  |  | 193,589 |  |  | — |  |  | 236,484 |
Cash and cash equivalents, end of period | $ | 1,420 |  |  | $ | 39,397 |  |  | $ | — |  |  | $ | 411,752 |  |  | $ | (161,550 | ) |  | $ | 291,019 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
| Six Months Ended June 30, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Flows from Operating Activities—Continuing Operations | $ | (117,979 | ) |  | $ | 409,167 |  |  | $ | 102,618 |  |  | $ | — |  |  | $ | 393,806 |
Cash Flows from Operating Activities—Discontinued Operations | — |  |  | (477 | ) |  | — |  |  | — |  |  | (477 | )
Cash Flows from Operating Activities | (117,979 | ) |  | 408,690 |  |  | 102,618 |  |  | — |  |  | 393,329 |
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | — |  |  | (142,737 | ) |  | (74,864 | ) |  | — |  |  | (217,601 | )
Cash paid for acquisitions, net of cash acquired | — |  |  | (1,314,370 | ) |  | (352,499 | ) |  | — |  |  | (1,666,869 | )
Intercompany loans to subsidiaries | 370,423 |  |  | 19,092 |  |  | — |  |  | (389,515 | ) |  | — |
Investment in subsidiaries | — |  |  | — |  |  | — |  |  | — |  |  | — |
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles | — |  |  | (24,922 | ) |  | (12,311 | ) |  | — |  |  | (37,233 | )
Proceeds from sales of property and equipment and other, net (including real estate) | — |  |  | — |  |  | 207 |  |  | — |  |  | 207 |
Cash Flows from Investing Activities—Continuing Operations | 370,423 |  |  | (1,462,937 | ) |  | (439,467 | ) |  | (389,515 | ) |  | (1,921,496 | )
Cash Flows from Investing Activities—Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Investing Activities | 370,423 |  |  | (1,462,937 | ) |  | (439,467 | ) |  | (389,515 | ) |  | (1,921,496 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of revolving credit, term loan facilities and other debt | — |  |  | (3,657,315 | ) |  | (4,219,481 | ) |  | — |  |  | (7,876,796 | )
Proceeds from revolving credit, term loan facilities and other debt | — |  |  | 4,531,603 |  |  | 4,412,813 |  |  | — |  |  | 8,944,416 |
Debit (payments) balances under cash pools | — |  |  | (7,657 | ) |  | 2,850 |  |  | 4,807 |  |  | — |
Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | — |  |  | — |  |  | (1,079 | ) |  | — |  |  | (1,079 | )
Intercompany loans from parent | — |  |  | (384,323 | ) |  | (5,192 | ) |  | 389,515 |  |  | — |
Parent cash dividends | (337,052 | ) |  | — |  |  | — |  |  | — |  |  | (337,052 | )
Net (payments) proceeds associated with employee stock-based awards | (2,259 | ) |  | — |  |  | — |  |  | — |  |  | (2,259 | )
Net proceeds associated with the Over-Allotment Option exercise | 76,192 |  |  | — |  |  | — |  |  | — |  |  | 76,192 |
Net proceeds associated with the At the Market (ATM) Program | 8,716 |  |  | — |  |  | — |  |  | — |  |  | 8,716 |
Payment of debt financing and stock issuance costs | (412 | ) |  | (12,322 | ) |  | (651 | ) |  | — |  |  | (13,385 | )
Cash Flows from Financing Activities—Continuing Operations | (254,815 | ) |  | 469,986 |  |  | 189,260 |  |  | 394,322 |  |  | 798,753 |
Cash Flows from Financing Activities—Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Financing Activities | (254,815 | ) |  | 469,986 |  |  | 189,260 |  |  | 394,322 |  |  | 798,753 |
Effect of exchange rates on cash and cash equivalents | — |  |  | — |  |  | (8,093 | ) |  | — |  |  | (8,093 | )
Increase (Decrease) in cash and cash equivalents | (2,371 | ) |  | (584,261 | ) |  | (155,682 | ) |  | 4,807 |  |  | (737,507 | )
Cash and cash equivalents, beginning of period | 2,433 |  |  | 634,317 |  |  | 383,675 |  |  | (94,726 | ) |  | 925,699 |
Cash and cash equivalents, end of period | $ | 62 |  |  | $ | 50,056 |  |  | $ | 227,993 |  |  | $ | (89,919 | ) |  | $ | 188,192 |

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