XML 140 R29.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Debt (Tables)
 12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Schedule of Carrying Amount and Fair Value of Long-term Debt Instruments
Long-term debt is as follows:
 
 
December 31, 2019
 
 
December 31, 2018
 
 
Debt (inclusive of discount)
 
Unamortized Deferred Financing Costs
 
Carrying Amount
 
Fair
Value
 
 
Debt (inclusive of discount)
 
Unamortized Deferred Financing Costs
 
Carrying Amount
 
Fair
Value
Revolving Credit Facility(1)
 
$
348,808

 
$
(12,053
)
 
$
336,755

 
$
348,808

 
 
$
793,832

 
$
(14,117
)
 
$
779,715

 
$
793,832

Term Loan A(1)
 
228,125

 
—

 
228,125

 
228,125

 
 
240,625

 
—

 
240,625

 
240,625

Term Loan B(1)(2)
 
686,395

 
(7,493
)
 
678,902

 
686,890

 
 
693,169

 
(8,742
)
 
684,427

 
660,013

Australian Dollar Term Loan (the "AUD Term Loan")(3)(4)
 
226,924

 
(2,313
)
 
224,611

 
228,156

 
 
233,955

 
(3,084
)
 
230,871

 
235,645

UK Bilateral Revolving Credit Facility (the "UK Bilateral Facility")(4)
 
184,601

 
(1,801
)
 
182,800

 
184,601

 
 
178,299

 
(2,357
)
 
175,942

 
178,299

43/8% Senior Notes due 2021 (the "43/8% Notes")(5)(6)(7)
 
500,000

 
(2,436
)
 
497,564

 
503,450

 
 
500,000

 
(4,155
)
 
495,845

 
488,750

6% Senior Notes due 2023 (the "6% Notes due 2023")(5)(6)
 
600,000

 
(4,027
)
 
595,973

 
613,500

 
 
600,000

 
(5,126
)
 
594,874

 
606,000

53/8% CAD Senior Notes due 2023 (the "CAD Notes due 2023")(5)(7)(8)
 
192,058

 
(2,071
)
 
189,987

 
199,380

 
 
183,403

 
(2,506
)
 
180,897

 
186,154

53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(5)(6)
 
1,000,000

 
(6,409
)
 
993,591

 
1,010,625

 
 
1,000,000

 
(7,782
)
 
992,218

 
940,000

3% Euro Senior Notes due 2025 (the "Euro Notes")(5)(6)(7)
 
336,468

 
(3,462
)
 
333,006

 
345,660

 
 
343,347

 
(4,098
)
 
339,249

 
321,029

37/8% GBP Senior Notes due 2025 (the "GBP Notes due 2025")(5)(7)(9)
 
527,432

 
(5,809
)
 
521,623

 
539,892

 
 
509,425

 
(6,573
)
 
502,852

 
453,811

53/8% Senior Notes due 2026 (the "53/8% Notes")(5)(7)(10)
 
250,000

 
(2,756
)
 
247,244

 
261,641

 
 
250,000

 
(3,185
)
 
246,815

 
224,375

47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(5)(6)(7)
 
1,000,000

 
(11,020
)
 
988,980

 
1,029,475

 
 
1,000,000

 
(12,442
)
 
987,558

 
855,000

51/4% Senior Notes due 2028 (the "51/4% Notes")(5)(6)(7)
 
825,000

 
(9,742
)
 
815,258

 
859,598

 
 
825,000

 
(10,923
)
 
814,077

 
713,625

47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(5)(6)(7)
 
1,000,000

 
(14,104
)
 
985,896

 
1,015,640

 
 
—

 
—

 
—

 
—

Real Estate Mortgages, Financing Lease Liabilities and Other(11)
 
523,671

 
(406
)
 
523,265

 
523,671

 
 
606,702

 
(171
)
 
606,531

 
606,702

Accounts Receivable Securitization Program(12)
 
272,062

 
(81
)
 
271,981

 
272,062

 
 
221,673

 
(218
)
 
221,455

 
221,673

Mortgage Securitization Program(13)
 
50,000

 
(982
)
 
49,018

 
50,000

 
 
50,000

 
(1,128
)
 
48,872

 
50,000

Total Long-term Debt
 
8,751,544

 
(86,965
)
 
8,664,579

 
 

 
 
8,229,430

 
(86,607
)
 
8,142,823

 
 
Less Current Portion
 
(389,013
)
 
—

 
(389,013
)
 
 

 
 
(126,406
)
 
—

 
(126,406
)
 
 

Long-term Debt, Net of Current Portion
 
$
8,362,531

 
$
(86,965
)
 
$
8,275,566

 
 

 
 
$
8,103,024

 
$
(86,607
)
 
$
8,016,417

 
 


______________________________________________________________
(1)
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 these debt instruments, 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 fair value (Level 3 of fair value hierarchy described at Note 2.s.) of these debt instruments approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio), as of December 31, 2019 and 2018.
(2)
The amount of debt for the Term Loan B (as defined below) reflects an unamortized original issue discount of $1,355 and $1,581 as of December 31, 2019 and 2018, respectively.
(3)
The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $1,232 and $1,690 as of December 31, 2019 and 2018, respectively.
(4)
The fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate.
(5)
The fair values (Level 1 of fair value hierarchy described at Note 2.s.) of these debt instruments are based on quoted market prices for these notes on December 31, 2019 and 2018, respectively.
(6)
Collectively, the "Parent Notes". IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by IMI's direct and indirect 100% owned United States subsidiaries that represent the substantial majority of our United States operations (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. The remainder of our subsidiaries do not guarantee the Parent Notes. See Note 5.
(7)
The 43/8% Notes, the CAD Notes due 2023, the Euro Notes, the GBP Notes due 2025, the 53/8% Notes, the 47/8% Notes due 2027, the 51/4% Notes and the 47/8% Notes due 2029 (collectively, the "Unregistered Notes") have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Unless they are registered, the Unregistered Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction.
(8)
Canada Company is the direct obligor on the CAD Notes due 2023, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 5.
(9)
Iron Mountain (UK) PLC ("IM UK") is the direct obligor on the GBP Notes due 2025, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 5.
(10)
Iron Mountain US Holdings, Inc. ("IM US Holdings"), one of the Guarantors, is the direct obligor on the 53/8% Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the other Guarantors. These guarantees are joint and several obligations of IMI and such Guarantors. See Note 5.
(11)
Includes (i) real estate mortgages of $27,036 and $18,576 as of December 31, 2019 and 2018, respectively, which bear interest at approximately 3.9% as of December 31, 2019 and 4.1% as of December 31, 2018 and are payable in various installments through 2024, (ii) financing lease liabilities of $367,182 and $447,173 as of December 31, 2019 and 2018, respectively, which bear a weighted average interest rate of 5.7% at December 31, 2019 and 2018 and (iii) other notes and other obligations, which were assumed by us as a result of certain acquisitions, of $129,453 and $140,953 as of December 31, 2019 and 2018, respectively, and bear a weighted average interest rate of 10.8% at December 31, 2019 and 11.1% at December 31, 2018, respectively. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
(12)
The Accounts Receivable Securitization Special Purpose Subsidiaries are the obligors under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
(13)
The Mortgage Securitization Special Purpose Subsidiary is the obligor under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.s.) of this debt approximates its carrying value.
Schedule of Redemption Dates and Prices of the Senior or Senior Subordinated Notes
The following table presents the various redemption dates and prices of the senior or senior subordinated notes. The redemption dates reflect the date at or after which the notes may be redeemed at our option at a premium redemption price. After these dates, the notes may be redeemed at 100% of face value:
Redemption Date
 
43/8% Notes June 1,
 
6% Notes
due 2023
August 15,
 
CAD Notes
due 2023
September 15,
 
53/4% Notes
August 15,
 
Euro Notes
January 15,
 
GBP Notes
due 2025
November 15,
 
53/8% Notes June 1,
 
47/8% Notes due 2027
September 15,
 
51/4% Notes
March 15,
 
47/8% Notes due 2029
September 15,
 
2019
 
101.094
%
(1)
102.000
%
(1)
104.031
%
(1)
100.958
%
(1)
—

 
—

 
—

 
—

 
—

 
—

 
2020
 
100.000
%
 
101.000
%
 
102.688
%
 
100.000
%
 
101.500
%
(1)
101.938
%
(1)
—

 
—

 
—

 
—

 
2021
 
100.000
%
 
100.000
%
 
101.344
%
 
100.000
%
 
100.750
%
 
100.969
%
 
102.688
%
(1)
—

 
—

 
—

 
2022
 
—

 
100.000
%
 
100.000
%
 
100.000
%
 
100.000
%
 
100.000
%
 
101.792
%
 
102.438
%
(1)
102.625
%
(1)
—

 
2023
 
—

 
100.000
%
 
100.000
%
 
100.000
%
 
100.000
%
 
100.000
%
 
100.896
%
 
101.625
%
 
101.750
%
 
—

 
2024
 
—

 
—

 
—

 
100.000
%
 
100.000
%
 
100.000
%
 
100.000
%
 
100.813
%
 
100.875
%
 
102.438
%
(1)
2025
 
—

 
—

 
—

 
—

 
100.000
%
 
100.000
%
 
100.000
%
 
100.000
%
 
100.000
%
 
101.609
%
 
2026
 
—

 
—

 
—

 
—

 
—

 
—

 
100.000
%
 
100.000
%
 
100.000
%
 
100.814
%
 
2027
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
100.000
%
 
100.000
%
 
100.000
%
 
2028
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
100.000
%
 
100.000
%
 
2029
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
100.000
%
 
_______________________________________________________________________________

(1)
Prior to this date, the relevant notes are redeemable, at our option, in whole or in part, at a specified redemption price or make-whole price, as the case may be.
Schedule of Net Cash Position in Cash Pool Agreements
The approximate amount of the net cash position, gross position and outstanding debit balances for the QRS Cash Pool and TRS Cash Pool as of December 31, 2019 and 2018 were as follows:
 
December 31, 2019
 
December 31, 2018
 
Gross Cash Position
 
Outstanding Debit Balances
 
Net Cash Position
 
Gross Cash Position
 
Outstanding Debit Balances
 
Net Cash Position
QRS Cash Pool
$
372,100

 
$
(369,000
)
 
$
3,100

 
$
300,800

 
$
(298,800
)
 
$
2,000

TRS Cash Pool
319,800

 
(301,300
)
 
18,500

 
281,500

 
(279,300
)
 
2,200
Schedule of Leverage and Fixed Charge Ratios
Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2019 and 2018, as well as our leverage ratio under our indentures as of December 31, 2019 and 2018 are as follows:
 
December 31, 2019
 
December 31, 2018
 
Maximum/Minimum Allowable
Net total lease adjusted leverage ratio
5.7

 
5.6

 
Maximum allowable of 6.5
Net secured debt lease adjusted leverage ratio
2.3

 
2.6

 
Maximum allowable of 4.0
Bond leverage ratio (not lease adjusted)
5.9

 
5.8

 
Maximum allowable of 6.5-7.0(1)
Fixed charge coverage ratio
2.2

 
2.2

 
Minimum allowable of 1.5
______________________________________________________________
(1)
The maximum allowable leverage ratio under our indentures for the GBP Notes due 2025, the 47/8% Notes due 2027, the 51/4% Notes and the 47/8% Notes due 2029 is 7.0, while the maximum allowable leverage ratio under the indentures pertaining to our remaining senior and senior subordinated notes is 6.5. In certain instances as provided in our indentures, we have the ability to incur additional indebtedness that would result in our bond leverage ratio exceeding the maximum allowable ratio under our indentures and still remain in compliance with the covenant.
Schedule of Maturities of Long-term Debt Maturities of long-term debt (gross of discounts) are as follows:
Year
 
Amount
2020
 
$
389,013

2021
 
608,584

2022
 
487,601

2023
 
1,384,684

2024
 
1,036,688

Thereafter
 
4,847,561

 
 
8,754,131

Net Discounts
 
(2,587
)
Net Deferred Financing Costs
 
(86,965
)
Total Long-term Debt (including current portion)
 
$
8,664,579