XML 21 R13.htm IDEA: XBRL DOCUMENT
v3.19.3

Acquisitions | 9 Months Ended
--- | ---
Sep. 30, 2019
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. Acquisitions Completed During the Nine Months Ended September 30, 2019 During the nine months ended September 30, 2019, in order to enhance our existing operations in the United States, the United Kingdom, Switzerland, Thailand, Colombia, Germany, Hong Kong and Latvia and to expand our operations into Bulgaria, we completed the acquisition of nine storage and records management companies and one art storage company for total cash consideration of approximately $49,200. Purchase Price Allocation A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2019 acquisitions through September 30, 2019 is as follows:
|  | Nine Months Ended September 30, 2019
Cash Paid (gross of cash acquired)(1) |  | $ | 51,456 |
Purchase Price Holdbacks and Other |  | 4,135 |
Total Consideration |  | 55,591 |
Fair Value of Identifiable Assets Acquired: |  |
Cash |  | 2,224 |
Accounts Receivable, Prepaid Expenses and Other Assets |  | 3,228 |
Property, Plant and Equipment(2) |  | 5,320 |
Customer Relationship Intangible Assets |  | 21,584 |
Operating Lease Right-of-Use Assets |  | 16,956 |
Accounts Payable, Accrued Expenses and Other Liabilities |  | (2,716 | )
Operating Lease Liabilities |  | (16,956 | )
Deferred Income Taxes |  | (1,719 | )
Total Fair Value of Identifiable Net Assets Acquired |  | 27,921 |
Goodwill Initially Recorded(3) |  | $ | 27,670 |
_______________________________________________________________________________
(1) | Included in cash paid for acquisitions in the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2019 is net cash acquired of $2,224 and contingent and other payments, net of $7,267 related to acquisitions made in previous years.
(2) | Consists primarily of leasehold 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 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. See Note 6 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our allocations of the purchase price for acquisitions. The preliminary purchase price allocations that are not finalized as of September 30, 2019 primarily relate to the final assessment of the fair values of intangible assets and liabilities (primarily customer relationship intangible assets), property, plant and equipment (primarily building, building improvements and racking structures), right-of-use assets and liabilities associated with acquired operating leases, contingencies and income taxes (primarily deferred income taxes), primarily associated with the acquisitions we closed in 2019. 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 nine months ended September 30, 2019 were not material to our results from operations. Acquisition of IO Data Centers in 2018 On January 10, 2018, we completed the IODC Transaction. At the closing of the IODC Transaction, we paid approximately $1,347,000. In February 2019, we paid approximately $31,000 in additional purchase price associated with the execution of customer contracts from the closing through the one-year anniversary of the IODC Transaction, which was accrued at December 31, 2018. This amount, net of amortization, is reported as a third-party commissions asset as a component of Other within Other assets, net, in our Condensed Consolidated Balance Sheets at September 30, 2019 and December 31, 2018. The unaudited consolidated pro forma financial information (the "Pro Forma Financial Information") below summarizes the combined results of us and IODC on a pro forma basis as if the IODC Transaction had occurred on January 1, 2017. 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, 2017. The Pro Forma Financial Information, for the period presented, includes purchase accounting adjustments (including amortization expenses from acquired intangible assets and depreciation of acquired property, plant and equipment). We and IODC collectively incurred $28,064 of operating expenditures to complete the IODC Transaction (including advisory and professional fees). 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, 2017.
| Three Months Ended September 30, 2018 |  | Nine Months Ended September 30, 2018
Total Revenues | $ | 1,060,991 |  |  | $ | 3,167,762 |
Income from Continuing Operations | $ | 77,349 |  |  | $ | 218,953 |
Per Share Income from Continuing Operations - Basic | $ | 0.27 |  |  | $ | 0.76 |
Per Share Income from Continuing Operations - Diluted | $ | 0.27 |  |  | $ | 0.76 |
In addition to our acquisition of IODC, we completed certain other acquisitions during the first nine months of 2019 and in fiscal year 2018. The Pro Forma Financial Information does not reflect these acquisitions due to the insignificant impact of these acquisitions on our consolidated results of operations.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration