XML 32 R15.htm IDEA: XBRL DOCUMENT v3.20.1
Debt
 3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt
Long-term debt is as follows:
 
 
March 31, 2020
 
 
December 31, 2019
 
 
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)
 
$
645,603

 
$
(11,205
)
 
$
634,398

 
$
645,603

 
 
$
348,808


$
(12,053
)

$
336,755

 
$
348,808

Term Loan A(1)
 
225,000

 
—

 
225,000

 
225,000

 
 
228,125


—


228,125

 
228,125

Term Loan B(2)
 
684,702

 
(7,181
)
 
677,521

 
686,000

 
 
686,395

 
(7,493
)
 
678,902

 
686,890

Australian Dollar Term Loan (the "AUD Term Loan")(3)
 
197,454

 
(1,937
)
 
195,517

 
198,435

 
 
226,924


(2,313
)

224,611

 
228,156

UK Bilateral Revolving Credit Facility (the "UK Bilateral Facility")(4)
 
173,246

 
(1,557
)
 
171,689

 
173,246

 
 
184,601

 
(1,801
)
 
182,800

 
184,601

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

 
(2,006
)
 
497,994

 
495,000

 
 
500,000


(2,436
)

497,564

 
503,450

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

 
(3,752
)
 
596,248

 
603,000

 
 
600,000


(4,027
)

595,973

 
613,500

53/8% CAD Senior Notes due 2023 (the "CAD Notes")
 
176,414

 
(1,776
)
 
174,638

 
170,681

 
 
192,058


(2,071
)

189,987

 
199,380

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

 
(6,065
)
 
993,935

 
992,500

 
 
1,000,000


(6,409
)

993,591

 
1,010,625

3% Euro Senior Notes due 2025 (the "Euro Notes")(5)
 
330,016

 
(3,302
)
 
326,714

 
289,177

 
 
336,468


(3,462
)

333,006

 
345,660

37/8% GBP Senior Notes due 2025 (the "GBP Notes")
 
494,988

 
(5,218
)
 
489,770

 
443,960

 
 
527,432


(5,809
)

521,623

 
539,892

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

 
(2,649
)
 
247,351

 
242,500

 
 
250,000


(2,756
)

247,244

 
261,641

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

 
(10,664
)
 
989,336

 
970,000

 
 
1,000,000


(11,020
)

988,980

 
1,029,475

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

 
(9,447
)
 
815,553

 
813,904

 
 
825,000


(9,742
)

815,258

 
859,598

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

 
(13,742
)
 
986,258

 
939,380

 
 
1,000,000

 
(14,104
)
 
985,896

 
1,015,640

Real Estate Mortgages, Financing Lease Liabilities and Other
 
494,573

 
(297
)
 
494,276

 
494,573

 
 
523,671


(406
)

523,265

 
523,671

Accounts Receivable Securitization Program
 
270,562

 
(241
)
 
270,321

 
270,562

 
 
272,062


(81
)

271,981

 
272,062

Mortgage Securitization Program(6)
 
50,000

 
(945
)
 
49,055

 
50,000

 
 
50,000

 
(982
)
 
49,018

 
50,000

Total Long-term Debt
 
8,917,558

 
(81,984
)
 
8,835,574

 
 

 
 
8,751,544

 
(86,965
)
 
8,664,579

 
 
Less Current Portion
 
(127,557
)
 
—

 
(127,557
)
 
 

 
 
(389,013
)

—


(389,013
)
 
 

Long-term Debt, Net of Current Portion
 
$
8,790,001

 
$
(81,984
)
 
$
8,708,017

 
 

 
 
$
8,362,531


$
(86,965
)
 
$
8,275,566

 
 

_______________________________________________________________
(1)
Collectively, the credit agreement (the "Credit Agreement"). The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan A"). The Credit Agreement is scheduled to mature on June 3, 2023. Of the $645,603 of outstanding borrowings under the Revolving Credit Facility as of March 31, 2020, $580,500 was denominated in United States dollars, 28,500 was denominated in Canadian dollars and 40,900 was denominated in Euros. In addition, we also had various outstanding letters of credit totaling $4,851. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2020 was $1,099,546 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was 2.7% as of March 31, 2020. The average interest rate in effect under the Revolving Credit Facility as of March 31, 2020 was 2.7% and the interest rate in effect under Term Loan A as of March 31, 2020 was 2.7%.
(2)
Consists of an incremental term loan B borrowed by IMI's wholly owned subsidiary, Iron Mountain Information Management, LLC, with an original principal amount of $700,000 (the "Term Loan B"). The Term Loan B is scheduled to mature on January 2, 2026. The interest rate in effect as of March 31, 2020 was 2.7%. The amount of debt for the Term Loan B reflects an unamortized original issue discount of $1,298 and $1,355 as of March 31, 2020 and December 31, 2019, respectively.
(3)
The interest rate in effect as of March 31, 2020 was 4.4%. We had 323,125 Australian dollars outstanding on the AUD Term Loan as of March 31, 2020. The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $981 and $1,232 as of March 31, 2020 and December 31, 2019, respectively.
(4)
The interest rate in effect as of March 31, 2020 was 3.0%.
(5)
Collectively, the "Parent Notes".
(6)
The interest rate in effect as of March 31, 2020 was 3.5%.

See Note 4 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our Credit Agreement and our other long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments). The levels of the fair value hierarchy used to determine the fair value of our debt as of March 31, 2020 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 2019 (which are disclosed in our Annual Report). Additionally, see Note 5 to Notes to Consolidated Financial Statements included in our Annual Report for information regarding which of our consolidated subsidiaries guarantee certain of our debt instruments. There have been no material changes to our long-term debt agreements since December 31, 2019 other than the modification of the Accounts Receivable Securitization Program, described below.

See Note 3 for information regarding the forward-starting interest rate swap agreements and the cross-currency swap agreements outstanding at March 31, 2020.

Accounts Receivable Securitization Program

On March 31, 2020, we amended the Accounts Receivable Securitization Program to (i) increase the maximum amount available from $275,000 to $300,000 and (ii) extend the maturity date from July 30, 2020 to July 31, 2021, at which point all obligations become due. As a result, the full amount outstanding is classified within the long-term portion of long-term debt in our Condensed Consolidated Balance Sheet as of March 31, 2020. The interest rate in effect as of March 31, 2020 was 2.0%. The full amount outstanding under the Accounts Receivable Securitization Program is classified within the current portion of long-term debt in our Condensed Consolidated Balance Sheet as of December 31, 2019. The maximum available borrowings is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program.
 
Cash Pooling

As described in greater detail in Note 4 to Notes to Consolidated Financial Statements included in our Annual Report, certain of our subsidiaries participate in cash pooling arrangements (the “Cash Pools”) in order to help manage global liquidity requirements. We currently utilize two separate Cash Pools, one of which we utilize to manage global liquidity requirements for our QRSs (the "QRS Cash Pool") and the other for our TRSs (the "TRS Cash Pool").

The approximate amount of the net cash position for our QRS Cash Pool and the TRS Cash Pool and the approximate amount of the gross position and outstanding debit balances for each of these pools as of March 31, 2020 and December 31, 2019 are as follows:
 
March 31, 2020
 
December 31, 2019
 
Gross Cash Position
 
Outstanding Debit Balances
 
Net Cash Position
 
Gross Cash Position
 
Outstanding Debit Balances
 
Net Cash Position
QRS Cash Pool
$
356,000

 
$
(354,700
)
 
$
1,300

 
$
372,100

 
$
(369,000
)
 
$
3,100

TRS Cash Pool
358,500

 
(354,700
)
 
3,800

 
319,800

 
(301,300
)
 
18,500



The net cash position balances as of March 31, 2020 and December 31, 2019 are reflected as cash and cash equivalents in our Condensed Consolidated Balance Sheets.

Letters of Credit

As of March 31, 2020, we had outstanding letters of credit totaling $35,249, of which $4,851 reduce our borrowing capacity under the Revolving Credit Facility (as described above). The letters of credit expire at various dates between April 2020 and January 2033.

Debt Covenants

The Credit Agreement, our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a fixed charge coverage ratio, net total lease adjusted leverage ratio and net secured debt lease adjusted leverage ratio on a quarterly basis and our bond indentures require that, among other things, we satisfy a bond leverage ratio (not lease adjusted), as a condition to taking actions such as paying dividends and incurring indebtedness.

The Credit Agreement uses EBITDAR-based calculations and the bond indentures use EBITDA-based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The bond indenture EBITDA-based calculations include our consolidated subsidiaries, other than those we have designated as “Unrestricted Subsidiaries” as defined in the bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements as of March 31, 2020 and December 31, 2019. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition.