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Selected Consolidated Financial Statements of Parent, Guarantors and Non-Guarantors | 9 Months Ended
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Sep. 30, 2019
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors |
Selected Consolidated Financial Statements of Parent, Guarantors and Non-Guarantors | Selected Consolidated Financial Statements of Parent, Guarantors and Non-Guarantors The following data summarizes the consolidating results of IMI on the equity method of accounting as of September 30, 2019 and December 31, 2018 and for the three and nine months ended September 30, 2019 and 2018 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, the CAD Notes, the GBP Notes, and the 53/8% 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, which were issued by Iron Mountain (UK) PLC ("IM UK"), and the 53/8% Notes, which were issued by Iron Mountain US Holdings, Inc., which is one of the Guarantors. Canada Company and IM UK do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes, the GBP Notes, and the 53/8% Notes are referred to below as the Non-Guarantors. In the normal course of business, we periodically change the ownership structure of our subsidiaries to meet the requirements of our business. In the event of such changes, we recast the prior period financial information within this footnote to conform to the current period presentation in the period such changes occur. Generally, these changes do not alter the designation of the underlying subsidiaries as Guarantors or Non-Guarantors. However, they may change whether the underlying subsidiary is owned by the Parent, a Guarantor 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
| September 30, 2019
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents(1) | $ | 10 |  |  | $ | 157,771 |  |  | $ | 162,024 |  |  | $ | (133,027 | ) |  | $ | 186,778 |
Accounts receivable | — |  |  | 58,400 |  |  | 763,526 |  |  | — |  |  | 821,926 |
Intercompany receivable | — |  |  | 456,222 |  |  | — |  |  | (456,222 | ) |  | — |
Prepaid expenses and other | — |  |  | 96,737 |  |  | 98,481 |  |  | (29 | ) |  | 195,189 |
Total Current Assets | 10 |  |  | 769,130 |  |  | 1,024,031 |  |  | (589,278 | ) |  | 1,203,893 |
Property, Plant and Equipment, Net | 122 |  |  | 3,049,090 |  |  | 1,507,507 |  |  | — |  |  | 4,556,719 |
Other Assets, Net: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term notes receivable from affiliates and intercompany receivable | 5,180,133 |  |  | — |  |  | — |  |  | (5,180,133 | ) |  | — |
Investment in subsidiaries | 1,940,454 |  |  | 1,051,609 |  |  | — |  |  | (2,992,063 | ) |  | — |
Goodwill | — |  |  | 2,853,466 |  |  | 1,568,529 |  |  | — |  |  | 4,421,995 |
Operating lease right-of-use assets | — |  |  | 939,631 |  |  | 825,865 |  |  | — |  |  | 1,765,496 |
Other | 1,972 |  |  | 945,025 |  |  | 682,067 |  |  | — |  |  | 1,629,064 |
Total Other Assets, Net | 7,122,559 |  |  | 5,789,731 |  |  | 3,076,461 |  |  | (8,172,196 | ) |  | 7,816,555 |
Total Assets | $ | 7,122,691 |  |  | $ | 9,607,951 |  |  | $ | 5,607,999 |  |  | $ | (8,761,474 | ) |  | $ | 13,577,167 |
Liabilities and Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |
Intercompany Payable | $ | 167,220 |  |  | $ | — |  |  | $ | 289,002 |  |  | $ | (456,222 | ) |  | $ | — |
Debit Balances Under Cash Pools | — |  |  | — |  |  | 133,027 |  |  | (133,027 | ) |  | — |
Current Portion of Long-Term Debt | — |  |  | 54,028 |  |  | 340,823 |  |  | (29 | ) |  | 394,822 |
Total Other Current Liabilities (includes current portion of operating lease liabilities) | 233,492 |  |  | 685,486 |  |  | 516,311 |  |  | — |  |  | 1,435,289 |
Long-Term Debt, Net of Current Portion | 5,199,103 |  |  | 1,457,499 |  |  | 1,563,745 |  |  | — |  |  | 8,220,347 |
Long-Term Operating Lease Liabilities, Net of Current Portion | — |  |  | 871,377 |  |  | 755,530 |  |  | — |  |  | 1,626,907 |
Long-Term Notes Payable to Affiliates and Intercompany Payable | — |  |  | 5,180,133 |  |  | — |  |  | (5,180,133 | ) |  | — |
Other Long-term Liabilities | 12,046 |  |  | 52,842 |  |  | 254,966 |  |  | — |  |  | 319,854 |
Commitments and Contingencies (See Note 8) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Redeemable Noncontrolling Interests | — |  |  | — |  |  | 68,099 |  |  | — |  |  | 68,099 |
Total Iron Mountain Incorporated Stockholders' Equity | 1,510,830 |  |  | 1,306,586 |  |  | 1,685,477 |  |  | (2,992,063 | ) |  | 1,510,830 |
Noncontrolling Interests | — |  |  | — |  |  | 1,019 |  |  | — |  |  | 1,019 |
Total Equity | 1,510,830 |  |  | 1,306,586 |  |  | 1,686,496 |  |  | (2,992,063 | ) |  | 1,511,849 |
Total Liabilities and Equity | $ | 7,122,691 |  |  | $ | 9,607,951 |  |  | $ | 5,607,999 |  |  | $ | (8,761,474 | ) |  | $ | 13,577,167 |
______________________________________________________________
(1) | Included within Cash and Cash Equivalents at September 30, 2019 is approximately $141,300 and $0 of cash on deposit associated with our Cash Pools for the Guarantors and Non-Guarantors, respectively.
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
| December 31, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents(1) | $ | 132 |  |  | $ | 63,407 |  |  | $ | 169,318 |  |  | $ | (67,372 | ) |  | $ | 165,485 |
Accounts receivable | — |  |  | 47,472 |  |  | 799,417 |  |  | — |  |  | 846,889 |
Intercompany receivable | — |  |  | 821,324 |  |  | — |  |  | (821,324 | ) |  | — |
Prepaid expenses and other | 93 |  |  | 109,480 |  |  | 86,196 |  |  | (29 | ) |  | 195,740 |
Total Current Assets | 225 |  |  | 1,041,683 |  |  | 1,054,931 |  |  | (888,725 | ) |  | 1,208,114 |
Property, Plant and Equipment, Net | 190 |  |  | 3,010,767 |  |  | 1,478,600 |  |  | — |  |  | 4,489,557 |
Other Assets, Net: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term notes receivable from affiliates and intercompany receivable | 4,954,686 |  |  | — |  |  | — |  |  | (4,954,686 | ) |  | — |
Investment in subsidiaries | 1,862,048 |  |  | 983,018 |  |  | — |  |  | (2,845,066 | ) |  | — |
Goodwill | — |  |  | 2,861,381 |  |  | 1,579,649 |  |  | — |  |  | 4,441,030 |
Other | — |  |  | 982,932 |  |  | 735,585 |  |  | — |  |  | 1,718,517 |
Total Other Assets, Net | 6,816,734 |  |  | 4,827,331 |  |  | 2,315,234 |  |  | (7,799,752 | ) |  | 6,159,547 |
Total Assets | $ | 6,817,149 |  |  | $ | 8,879,781 |  |  | $ | 4,848,765 |  |  | $ | (8,688,477 | ) |  | $ | 11,857,218 |
Liabilities and Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |
Intercompany Payable | $ | 462,927 |  |  | $ | — |  |  | $ | 358,397 |  |  | $ | (821,324 | ) |  | $ | — |
Debit Balances Under Cash Pools | — |  |  | 10,612 |  |  | 56,760 |  |  | (67,372 | ) |  | — |
Current Portion of Long-Term Debt | — |  |  | 63,859 |  |  | 62,576 |  |  | (29 | ) |  | 126,406 |
Total Other Current Liabilities | 268,373 |  |  | 618,513 |  |  | 477,483 |  |  | — |  |  | 1,364,369 |
Long-Term Debt, Net of Current Portion | 4,223,822 |  |  | 1,878,079 |  |  | 1,914,516 |  |  | — |  |  | 8,016,417 |
Long-Term Notes Payable to Affiliates and Intercompany Payable | — |  |  | 4,954,686 |  |  | — |  |  | (4,954,686 | ) |  | — |
Other Long-term Liabilities | 973 |  |  | 116,895 |  |  | 299,163 |  |  | — |  |  | 417,031 |
Commitments and Contingencies (See Note 8) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Redeemable Noncontrolling Interests | — |  |  | — |  |  | 70,532 |  |  | — |  |  | 70,532 |
Total Iron Mountain Incorporated Stockholders' Equity | 1,861,054 |  |  | 1,237,137 |  |  | 1,607,929 |  |  | (2,845,066 | ) |  | 1,861,054 |
Noncontrolling Interests | — |  |  | — |  |  | 1,409 |  |  | — |  |  | 1,409 |
Total Equity | 1,861,054 |  |  | 1,237,137 |  |  | 1,609,338 |  |  | (2,845,066 | ) |  | 1,862,463 |
Total Liabilities and Equity | $ | 6,817,149 |  |  | $ | 8,879,781 |  |  | $ | 4,848,765 |  |  | $ | (8,688,477 | ) |  | $ | 11,857,218 |
______________________________________________________________
(1) | Included within Cash and Cash Equivalents at December 31, 2018 is approximately $58,900 and $12,700 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 September 30, 2019
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental | $ | — |  |  | $ | 416,967 |  |  | $ | 256,351 |  |  | $ | — |  |  | $ | 673,318 |
Service | — |  |  | 245,584 |  |  | 143,322 |  |  | — |  |  | 388,906 |
Intercompany revenues | — |  |  | 1,173 |  |  | 5,631 |  |  | (6,804 | ) |  | — |
Total Revenues | — |  |  | 663,724 |  |  | 405,304 |  |  | (6,804 | ) |  | 1,062,224 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) | — |  |  | 262,183 |  |  | 189,134 |  |  | — |  |  | 451,317 |
Intercompany | — |  |  | 5,631 |  |  | 1,173 |  |  | (6,804 | ) |  | — |
Selling, general and administrative | 161 |  |  | 162,052 |  |  | 76,943 |  |  | — |  |  | 239,156 |
Depreciation and amortization | 23 |  |  | 100,023 |  |  | 57,515 |  |  | — |  |  | 157,561 |
(Gain) Loss on disposal/write-down of property, plant and equipment, net | — |  |  | (8,922 | ) |  | (362 | ) |  | — |  |  | (9,284 | )
Total Operating Expenses | 184 |  |  | 520,967 |  |  | 324,403 |  |  | (6,804 | ) |  | 838,750 |
Operating (Loss) Income | (184 | ) |  | 142,757 |  |  | 80,901 |  |  | — |  |  | 223,474 |
Interest Expense (Income), Net(1) | 52,166 |  |  | 6,074 |  |  | 48,437 |  |  | — |  |  | 106,677 |
Other (Income) Expense, Net | (596 | ) |  | 11,577 |  |  | (24,396 | ) |  | — |  |  | (13,415 | )
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (51,754 | ) |  | 125,106 |  |  | 56,860 |  |  | — |  |  | 130,212 |
Provision (Benefit) for Income Taxes | — |  |  | 12,814 |  |  | 9,114 |  |  | — |  |  | 21,928 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (159,429 | ) |  | (46,345 | ) |  | — |  |  | 205,774 |  |  | — |
Income (Loss) from Continuing Operations | 107,675 |  |  | 158,637 |  |  | 47,746 |  |  | (205,774 | ) |  | 108,284 |
Income (Loss) from Discontinued Operations, Net of Tax | — |  |  | — |  |  | — |  |  | — |  |  | — |
Net Income (Loss) | 107,675 |  |  | 158,637 |  |  | 47,746 |  |  | (205,774 | ) |  | 108,284 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | 609 |  |  | — |  |  | 609 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 107,675 |  |  | $ | 158,637 |  |  | $ | 47,137 |  |  | $ | (205,774 | ) |  | $ | 107,675 |
Net Income (Loss) | $ | 107,675 |  |  | $ | 158,637 |  |  | $ | 47,746 |  |  | $ | (205,774 | ) |  | $ | 108,284 |
Other Comprehensive (Loss) Income: |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustments | 13,101 |  |  | — |  |  | (96,696 | ) |  | — |  |  | (83,595 | )
Change in Fair Value of Derivative Instruments | (1,496 | ) |  | — |  |  | — |  |  | — |  |  | (1,496 | )
Equity in Other Comprehensive (Loss) Income of Subsidiaries | (95,987 | ) |  | (81,135 | ) |  | — |  |  | 177,122 |  |  | — |
Total Other Comprehensive (Loss) Income | (84,382 | ) |  | (81,135 | ) |  | (96,696 | ) |  | 177,122 |  |  | (85,091 | )
Comprehensive Income (Loss) | 23,293 |  |  | 77,502 |  |  | (48,950 | ) |  | (28,652 | ) |  | 23,193 |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | — |  |  | — |  |  | (100 | ) |  | — |  |  | (100 | )
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 23,293 |  |  | $ | 77,502 |  |  | $ | (48,850 | ) |  | $ | (28,652 | ) |  | $ | 23,293 |
__________________________________________________________
(1) | Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
| Three Months Ended September 30, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental | $ | — |  |  | $ | 404,397 |  |  | $ | 252,576 |  |  | $ | — |  |  | $ | 656,973 |
Service | — |  |  | 250,471 |  |  | 153,547 |  |  | — |  |  | 404,018 |
Intercompany revenues | — |  |  | 1,192 |  |  | 4,330 |  |  | (5,522 | ) |  | — |
Total Revenues | — |  |  | 656,060 |  |  | 410,453 |  |  | (5,522 | ) |  | 1,060,991 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) | — |  |  | 254,068 |  |  | 193,950 |  |  | — |  |  | 448,018 |
Intercompany cost of sales | — |  |  | 4,330 |  |  | 1,192 |  |  | (5,522 | ) |  | — |
Selling, general and administrative | (427 | ) |  | 177,777 |  |  | 82,579 |  |  | — |  |  | 259,929 |
Depreciation and amortization | 31 |  |  | 100,210 |  |  | 57,556 |  |  | — |  |  | 157,797 |
(Gain) Loss on disposal/write-down of property, plant and equipment, net | — |  |  | (1,669 | ) |  | 1,281 |  |  | — |  |  | (388 | )
Total Operating Expenses | (396 | ) |  | 534,716 |  |  | 336,558 |  |  | (5,522 | ) |  | 865,356 |
Operating Income (Loss) | 396 |  |  | 121,344 |  |  | 73,895 |  |  | — |  |  | 195,635 |
Interest Expense (Income), Net(1) | 49,964 |  |  | 3,151 |  |  | 50,823 |  |  | — |  |  | 103,938 |
Other Expense (Income), Net | 439 |  |  | 4,155 |  |  | (4,269 | ) |  | — |  |  | 325 |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (50,007 | ) |  | 114,038 |  |  | 27,341 |  |  | — |  |  | 91,372 |
Provision (Benefit) for Income Taxes | — |  |  | 9,012 |  |  | 5,011 |  |  | — |  |  | 14,023 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (115,876 | ) |  | (25,414 | ) |  | — |  |  | 141,290 |  |  | — |
Income (Loss) from Continuing Operations | 65,869 |  |  | 130,440 |  |  | 22,330 |  |  | (141,290 | ) |  | 77,349 |
(Loss) Income from Discontinued Operations | — |  |  | (11,588 | ) |  | (17 | ) |  | — |  |  | (11,605 | )
Net Income (Loss) | 65,869 |  |  | 118,852 |  |  | 22,313 |  |  | (141,290 | ) |  | 65,744 |
Less: Net (Loss) Income Attributable to Noncontrolling Interests | — |  |  | — |  |  | (125 | ) |  | — |  |  | (125 | )
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 65,869 |  |  | $ | 118,852 |  |  | $ | 22,438 |  |  | $ | (141,290 | ) |  | $ | 65,869 |
Net Income (Loss) | $ | 65,869 |  |  | $ | 118,852 |  |  | $ | 22,313 |  |  | $ | (141,290 | ) |  | $ | 65,744 |
Other Comprehensive (Loss) Income: |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustment | 2,139 |  |  | — |  |  | (26,908 | ) |  | — |  |  | (24,769 | )
Change in Fair Value of Derivative Instruments | 1,980 |  |  | — |  |  | — |  |  | — |  |  | 1,980 |
Equity in Other Comprehensive (Loss) Income of Subsidiaries | (24,929 | ) |  | (14,443 | ) |  | — |  |  | 39,372 |  |  | — |
Total Other Comprehensive (Loss) Income | (20,810 | ) |  | (14,443 | ) |  | (26,908 | ) |  | 39,372 |  |  | (22,789 | )
Comprehensive Income (Loss) | 45,059 |  |  | 104,409 |  |  | (4,595 | ) |  | (101,918 | ) |  | 42,955 |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | — |  |  | — |  |  | (2,104 | ) |  | — |  |  | (2,104 | )
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 45,059 |  |  | $ | 104,409 |  |  | $ | (2,491 | ) |  | $ | (101,918 | ) |  | $ | 45,059 |
_____________________________________________________________
(1) | Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
| Nine Months Ended September 30, 2019
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental | $ | — |  |  | $ | 1,235,353 |  |  | $ | 770,227 |  |  | $ | — |  |  | $ | 2,005,580 |
Service | — |  |  | 733,247 |  |  | 444,167 |  |  | — |  |  | 1,177,414 |
Intercompany revenues | — |  |  | 3,485 |  |  | 15,094 |  |  | (18,579 | ) |  | — |
Total Revenues | — |  |  | 1,972,085 |  |  | 1,229,488 |  |  | (18,579 | ) |  | 3,182,994 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) | — |  |  | 788,864 |  |  | 589,099 |  |  | — |  |  | 1,377,963 |
Intercompany cost of sales | — |  |  | 15,094 |  |  | 3,485 |  |  | (18,579 | ) |  | — |
Selling, general and administrative | 310 |  |  | 523,844 |  |  | 238,325 |  |  | — |  |  | 762,479 |
Depreciation and amortization | 68 |  |  | 308,284 |  |  | 176,023 |  |  | — |  |  | 484,375 |
Loss (Gain) on disposal/write-down of property, plant and equipment, net | — |  |  | 18,436 |  |  | (35,523 | ) |  | — |  |  | (17,087 | )
Total Operating Expenses | 378 |  |  | 1,654,522 |  |  | 971,409 |  |  | (18,579 | ) |  | 2,607,730 |
Operating (Loss) Income | (378 | ) |  | 317,563 |  |  | 258,079 |  |  | — |  |  | 575,264 |
Interest Expense (Income), Net(1) | 151,392 |  |  | 19,128 |  |  | 143,907 |  |  | — |  |  | 314,427 |
Other (Income) Expense, Net | (55 | ) |  | 16,636 |  |  | (29,978 | ) |  | — |  |  | (13,397 | )
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (151,715 | ) |  | 281,799 |  |  | 144,150 |  |  | — |  |  | 274,234 |
Provision (Benefit) for Income Taxes | — |  |  | 15,268 |  |  | 27,859 |  |  | — |  |  | 43,127 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (381,392 | ) |  | (111,897 | ) |  | — |  |  | 493,289 |  |  | — |
Income (Loss) from Continuing Operations | 229,677 |  |  | 378,428 |  |  | 116,291 |  |  | (493,289 | ) |  | 231,107 |
Income (Loss) from Discontinued Operations | — |  |  | 120 |  |  | (16 | ) |  | — |  |  | 104 |
Net Income (Loss) | 229,677 |  |  | 378,548 |  |  | 116,275 |  |  | (493,289 | ) |  | 231,211 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | 1,534 |  |  | — |  |  | 1,534 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 229,677 |  |  | $ | 378,548 |  |  | $ | 114,741 |  |  | $ | (493,289 | ) |  | $ | 229,677 |
Net Income (Loss) | $ | 229,677 |  |  | $ | 378,548 |  |  | $ | 116,275 |  |  | $ | (493,289 | ) |  | $ | 231,211 |
Other Comprehensive (Loss) Income: |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustments | 14,962 |  |  | — |  |  | (86,157 | ) |  | — |  |  | (71,195 | )
Change in Fair Value of Derivative Instruments | (9,101 | ) |  | — |  |  | — |  |  | — |  |  | (9,101 | )
Equity in Other Comprehensive (Loss) Income of Subsidiaries | (86,400 | ) |  | (72,858 | ) |  | — |  |  | 159,258 |  |  | — |
Total Other Comprehensive (Loss) Income | (80,539 | ) |  | (72,858 | ) |  | (86,157 | ) |  | 159,258 |  |  | (80,296 | )
Comprehensive Income (Loss) | 149,138 |  |  | 305,690 |  |  | 30,118 |  |  | (334,031 | ) |  | 150,915 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | 1,777 |  |  | — |  |  | 1,777 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 149,138 |  |  | $ | 305,690 |  |  | $ | 28,341 |  |  | $ | (334,031 | ) |  | $ | 149,138 |
_____________________________________________________________
(1) | Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued)
| Nine Months Ended September 30, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Revenues: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Storage rental | $ | — |  |  | $ | 1,201,035 |  |  | $ | 762,526 |  |  | $ | — |  |  | $ | 1,963,561 |
Service | — |  |  | 726,915 |  |  | 473,796 |  |  | — |  |  | 1,200,711 |
Intercompany revenues | — |  |  | 3,613 |  |  | 13,126 |  |  | (16,739 | ) |  | — |
Total Revenues | — |  |  | 1,931,563 |  |  | 1,249,448 |  |  | (16,739 | ) |  | 3,164,272 |
Operating Expenses: |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of sales (excluding depreciation and amortization) | — |  |  | 753,837 |  |  | 594,366 |  |  | — |  |  | 1,348,203 |
Intercompany cost of sales | — |  |  | 13,126 |  |  | 3,613 |  |  | (16,739 | ) |  | — |
Selling, general and administrative | (348 | ) |  | 531,507 |  |  | 258,165 |  |  | — |  |  | 789,324 |
Depreciation and amortization | 96 |  |  | 299,372 |  |  | 175,127 |  |  | — |  |  | 474,595 |
(Gain) Loss on disposal/write-down of property, plant and equipment, net | — |  |  | (2,491 | ) |  | 427 |  |  | — |  |  | (2,064 | )
Total Operating Expenses | (252 | ) |  | 1,595,351 |  |  | 1,031,698 |  |  | (16,739 | ) |  | 2,610,058 |
Operating Income (Loss) | 252 |  |  | 336,212 |  |  | 217,750 |  |  | — |  |  | 554,214 |
Interest Expense (Income), Net(1) | 150,218 |  |  | 4,863 |  |  | 148,755 |  |  | — |  |  | 303,836 |
Other Expense (Income), Net | 2,049 |  |  | 12,323 |  |  | (12,952 | ) |  | — |  |  | 1,420 |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (152,015 | ) |  | 319,026 |  |  | 81,947 |  |  | — |  |  | 248,958 |
Provision (Benefit) for Income Taxes | — |  |  | 14,810 |  |  | 25,147 |  |  | — |  |  | 39,957 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (348,104 | ) |  | (54,395 | ) |  | — |  |  | 402,499 |  |  | — |
Income (Loss) from Continuing Operations | 196,089 |  |  | 358,611 |  |  | 56,800 |  |  | (402,499 | ) |  | 209,001 |
(Loss) Income from Discontinued Operations | — |  |  | (12,283 | ) |  | (144 | ) |  | — |  |  | (12,427 | )
Net Income (Loss) | 196,089 |  |  | 346,328 |  |  | 56,656 |  |  | (402,499 | ) |  | 196,574 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |  |  | — |  |  | 485 |  |  | — |  |  | 485 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 196,089 |  |  | $ | 346,328 |  |  | $ | 56,171 |  |  | $ | (402,499 | ) |  | $ | 196,089 |
Net Income (Loss) | $ | 196,089 |  |  | $ | 346,328 |  |  | $ | 56,656 |  |  | $ | (402,499 | ) |  | $ | 196,574 |
Other Comprehensive (Loss) Income: |  |  |  |  |  |  |  |  |
Foreign Currency Translation Adjustment | 6,761 |  |  | — |  |  | (139,051 | ) |  | — |  |  | (132,290 | )
Change in Fair Value of Derivative Instruments | 4,183 |  |  | — |  |  | — |  |  | — |  |  | 4,183 |
Equity in Other Comprehensive (Loss) Income of Subsidiaries | (135,215 | ) |  | (105,967 | ) |  | — |  |  | 241,182 |  |  | — |
Total Other Comprehensive (Loss) Income | (124,271 | ) |  | (105,967 | ) |  | (139,051 | ) |  | 241,182 |  |  | (128,107 | )
Comprehensive Income (Loss) | 71,818 |  |  | 240,361 |  |  | (82,395 | ) |  | (161,317 | ) |  | 68,467 |
Comprehensive (Loss) Income Attributable to Noncontrolling Interests | — |  |  | — |  |  | (3,351 | ) |  | — |  |  | (3,351 | )
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 71,818 |  |  | $ | 240,361 |  |  | $ | (79,044 | ) |  | $ | (161,317 | ) |  | $ | 71,818 |
______________________________________________________
(1) | Included within Interest Expense (Income), Net are intercompany management fees and royalty fees, which are eliminated in our consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, 2019
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Flows from Operating Activities—Continuing Operations | $ | (161,288 | ) |  | $ | 596,529 |  |  | $ | 212,904 |  |  | $ | — |  |  | $ | 648,145 |
Cash Flows from Operating Activities—Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Operating Activities | (161,288 | ) |  | 596,529 |  |  | 212,904 |  |  | — |  |  | 648,145 |
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | — |  |  | (306,567 | ) |  | (227,047 | ) |  | — |  |  | (533,614 | )
Cash paid for acquisitions, net of cash acquired | — |  |  | (9,508 | ) |  | (46,991 | ) |  | — |  |  | (56,499 | )
Intercompany loans to subsidiaries | (295,124 | ) |  | 6,526 |  |  | — |  |  | 288,598 |  |  | — |
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles | — |  |  | (86,052 | ) |  | (27,457 | ) |  | — |  |  | (113,509 | )
Investments in joint ventures (see Note 10) | — |  |  | (19,222 | ) |  | — |  |  | — |  |  | (19,222 | )
Proceeds from sales of property and equipment and other, net | — |  |  | 33,031 |  |  | 49,117 |  |  | — |  |  | 82,148 |
Cash Flows from Investing Activities—Continuing Operations | (295,124 | ) |  | (381,792 | ) |  | (252,378 | ) |  | 288,598 |  |  | (640,696 | )
Cash Flows from Investing Activities—Discontinued Operations | — |  |  | 2,564 |  |  | 2,497 |  |  | — |  |  | 5,061 |
Cash Flows from Investing Activities | (295,124 | ) |  | (379,228 | ) |  | (249,881 | ) |  | 288,598 |  |  | (635,635 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of revolving credit facility, term loan facilities and other debt | — |  |  | (9,507,136 | ) |  | (3,183,555 | ) |  | — |  |  | (12,690,691 | )
Proceeds from revolving credit facility, term loan facilities and other debt | — |  |  | 9,068,245 |  |  | 3,188,031 |  |  | — |  |  | 12,256,276 |
Net proceeds from sales of senior notes | 987,500 |  |  | — |  |  | — |  |  | — |  |  | 987,500 |
Debit (payments) balances under cash pools | — |  |  | (10,612 | ) |  | 76,267 |  |  | (65,655 | ) |  | — |
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net | — |  |  | — |  |  | (1,464 | ) |  | — |  |  | (1,464 | )
Intercompany loans from parent | — |  |  | 326,566 |  |  | (37,968 | ) |  | (288,598 | ) |  | — |
Parent cash dividends | (528,908 | ) |  | — |  |  | — |  |  | — |  |  | (528,908 | )
Net (payments) proceeds associated with employee stock-based awards | (2,059 | ) |  | — |  |  | — |  |  | — |  |  | (2,059 | )
Payment of debt financing and stock issuance costs | (243 | ) |  | — |  |  | (526 | ) |  | — |  |  | (769 | )
Cash Flows from Financing Activities—Continuing Operations | 456,290 |  |  | (122,937 | ) |  | 40,785 |  |  | (354,253 | ) |  | 19,885 |
Cash Flows from Financing Activities—Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Financing Activities | 456,290 |  |  | (122,937 | ) |  | 40,785 |  |  | (354,253 | ) |  | 19,885 |
Effect of exchange rates on cash and cash equivalents | — |  |  | — |  |  | (11,102 | ) |  | — |  |  | (11,102 | )
(Decrease) Increase in cash and cash equivalents | (122 | ) |  | 94,364 |  |  | (7,294 | ) |  | (65,655 | ) |  | 21,293 |
Cash and cash equivalents, including Restricted Cash, beginning of period | 132 |  |  | 63,407 |  |  | 169,318 |  |  | (67,372 | ) |  | 165,485 |
Cash and cash equivalents, including Restricted Cash, end of period | $ | 10 |  |  | $ | 157,771 |  |  | $ | 162,024 |  |  | $ | (133,027 | ) |  | $ | 186,778 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
| Nine Months Ended September 30, 2018
| Parent |  | Guarantors |  | Non- Guarantors |  | Eliminations |  | Consolidated
Cash Flows from Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash Flows from Operating Activities—Continuing Operations | $ | (208,384 | ) |  | $ | 644,493 |  |  | $ | 189,429 |  |  | $ | — |  |  | $ | 625,538 |
Cash Flows from Operating Activities—Discontinued Operations | — |  |  | (995 | ) |  | — |  |  | — |  |  | (995 | )
Cash Flows from Operating Activities | (208,384 | ) |  | 643,498 |  |  | 189,429 |  |  | — |  |  | 624,543 |
Cash Flows from Investing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Capital expenditures | — |  |  | (224,594 | ) |  | (105,359 | ) |  | — |  |  | (329,953 | )
Cash paid for acquisitions, net of cash acquired | — |  |  | (1,332,235 | ) |  | (378,776 | ) |  | — |  |  | (1,711,011 | )
Intercompany loans to subsidiaries | 629,918 |  |  | (23,092 | ) |  | — |  |  | (606,826 | ) |  | — |
Acquisitions of customer relationships, customer inducements and data center lease-based intangibles | — |  |  | (47,531 | ) |  | (16,030 | ) |  | — |  |  | (63,561 | )
Net proceeds from Divestments | — |  |  | 1,019 |  |  | — |  |  | — |  |  | 1,019 |
Proceeds from sales of property and equipment and other, net | — |  |  | 283 |  |  | 430 |  |  | — |  |  | 713 |
Cash Flows from Investing Activities—Continuing Operations | 629,918 |  |  | (1,626,150 | ) |  | (499,735 | ) |  | (606,826 | ) |  | (2,102,793 | )
Cash Flows from Investing Activities—Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Investing Activities | 629,918 |  |  | (1,626,150 | ) |  | (499,735 | ) |  | (606,826 | ) |  | (2,102,793 | )
Cash Flows from Financing Activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Repayment of revolving credit facility, term loan facilities and other debt | — |  |  | (5,386,024 | ) |  | (5,840,147 | ) |  | — |  |  | (11,226,171 | )
Proceeds from revolving credit facility, term loan facilities and other debt | — |  |  | 6,456,050 |  |  | 5,980,967 |  |  | — |  |  | 12,437,017 |
Debit (payments) balances under cash pools | — |  |  | (832 | ) |  | (389 | ) |  | 1,221 |  |  | — |
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net | — |  |  | — |  |  | (2,035 | ) |  | — |  |  | (2,035 | )
Intercompany loans from parent | — |  |  | (664,591 | ) |  | 57,765 |  |  | 606,826 |  |  | — |
Parent cash dividends | (505,403 | ) |  | — |  |  | — |  |  | — |  |  | (505,403 | )
Net (payments) proceeds associated with employee stock-based awards | (2,800 | ) |  | — |  |  | — |  |  | — |  |  | (2,800 | )
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 | ) |  | (12,388 | ) |  | (3,157 | ) |  | — |  |  | (15,957 | )
Cash Flows from Financing Activities—Continuing Operations | (423,707 | ) |  | 392,215 |  |  | 193,004 |  |  | 608,047 |  |  | 769,559 |
Cash Flows from Financing Activities—Discontinued Operations | — |  |  | — |  |  | — |  |  | — |  |  | — |
Cash Flows from Financing Activities | (423,707 | ) |  | 392,215 |  |  | 193,004 |  |  | 608,047 |  |  | 769,559 |
Effect of exchange rates on cash and cash equivalents | — |  |  | — |  |  | (19,332 | ) |  | — |  |  | (19,332 | )
(Decrease) Increase in cash and cash equivalents | (2,173 | ) |  | (590,437 | ) |  | (136,634 | ) |  | 1,221 |  |  | (728,023 | )
Cash and cash equivalents, including Restricted Cash, beginning of period | 2,433 |  |  | 642,408 |  |  | 375,584 |  |  | (94,726 | ) |  | 925,699 |
Cash and cash equivalents, including Restricted Cash, end of period | $ | 260 |  |  | $ | 51,971 |  |  | $ | 238,950 |  |  | $ | (93,505 | ) |  | $ | 197,676 |

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