NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020
(In thousands, except share and per share data)
1. NATURE OF BUSINESS
The accompanying financial statements represent the consolidated accounts of Iron Mountain Incorporated, a Delaware corporation (“IMI”), and its subsidiaries (“we” or “us”). We help organizations around the world protect their information, reduce storage costs, comply with regulations, facilitate corporate disaster recovery, and better use their information and information technology (“IT”) infrastructure for business advantages, regardless of its format, location or life cycle stage. We do this by storing physical records and data backup media, offering information management solutions, and providing data center space for enterprise-class colocation and opportunistic hyperscale deployments. We offer comprehensive records and information management services and data management services, along with the expertise and experience to address complex storage and information management challenges such as rising storage rental costs, legal and regulatory compliance, and disaster recovery requirements. We provide secure and reliable data center facilities to protect digital information and ensure the continued operation of our customers’ IT infrastructure, with reliable and flexible deployment options.
In March 2020, the World Health Organization declared a novel strain of coronavirus (“COVID-19”) a pandemic. This resulted in U.S. federal, state and local and foreign governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings and stay-at-home orders and advisories. In response, we temporarily closed certain of our offices and facilities across the world and implemented certain travel restrictions for our employees. The preventative and protective actions that governments have ordered, or we or our customers have implemented, have resulted in a period of reduced service operations and business disruption for us, our customers and other third parties with which we do business. Currently, certain of the restrictions have been lifted; however, other restrictions still remain and the broader impacts of the COVID-19 pandemic on our financial position, results of operations and cash flows, including impacts to the estimates we use in the preparation of our financial statements, remain uncertain and difficult to predict as information continues to evolve, and the severity and duration of the pandemic remains unknown, as is our visibility of its effect on the markets we serve and our customers within those markets.
In October 2019, we announced a global program designed to better position us for future growth and achievement of our strategic objectives (“Project Summit”). See Note 2.k. and Note 12.
On January 10, 2018, we completed the acquisition of IO Data Centers, LLC (“IODC”). See Note 3.
We have been organized and have operated as a real estate investment trust for United States federal income tax purposes (“REIT”) beginning with our taxable year ended December 31, 2014.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. PRINCIPLES OF CONSOLIDATION
The accompanying financial statements reflect our financial position, results of operations, comprehensive income (loss), equity and cash flows on a consolidated basis. All intercompany transactions and account balances have been eliminated.
B. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates.
C. FOREIGN CURRENCY
Local currencies are the functional currencies for our operations outside the United States, with the exception of certain foreign holding companies, whose functional currency is the United States dollar. In those instances where the local currency is the functional currency, assets and liabilities are translated at period-end exchange rates, and revenues and expenses are translated at average exchange rates for the applicable period. See Note 2.q.
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71
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IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D. CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents include cash on hand and cash invested in highly liquid short-term securities, which have remaining maturities at the date of purchase of less than 90 days. Cash and cash equivalents are carried at cost, which approximates fair value.
E. ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CREDIT MEMO RESERVES
We maintain an allowance for doubtful accounts and a credit memo reserve for estimated losses resulting from the potential inability of our customers to make required payments and potential disputes regarding billing and service issues.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes how entities will measure credit losses on most financial assets. The standard eliminates the probable initial recognition of estimated losses and provides a forward-looking expected credit loss model for accounts receivable, loans and other financial instruments.
On January 1, 2020 we adopted ASU 2016-13 on a modified retrospective basis for all financial assets measured at amortized cost. The adoption of ASU 2016-13 did not result in a material impact on our consolidated financial statements. Under ASU 2016-13, we calculate and monitor our allowance considering future potential economic and macroeconomic conditions and reasonable and supportable forecasts for expected future collectability of our outstanding receivables, in addition to considering our past loss experience, current and prior trends in our aged receivables and credit memo activity. Our considerations when calculating our allowance include, but are not limited to, the following: the location of our businesses, the composition of our customer base, our product and service lines, potential future economic unrest, and potential future macroeconomic factors, including natural disasters and any impacts associated with the COVID-19 pandemic. Continued adjustments will be made should there be any material change to reasonable and supportable forecasts that may impact our likelihood of collection, as it becomes evident. Our highly diverse global customer base, with no single customer accounting for more than 1% of revenue during the years ended December 31, 2020, 2019 and 2018, limits our exposure to concentration of credit risk. Additionally, we write off uncollectible balances as circumstances warrant, generally, no later than one year past due.
Prior to our adoption of ASU 2016-13, we maintained an allowance for doubtful accounts for estimated losses resulting from the potential inability of our customers to make required payments and potential disputes regarding billing and service issues. When calculating the allowance, we considered our past loss experience, current and prior trends in our aged receivables and credit memo activity, current economic conditions, and specific circumstances of individual receivable balances. If the financial condition of our customers were to significantly change, resulting in a significant improvement or impairment of their ability to make payments, an adjustment of the allowance might have been required.
Rollforward of allowance for doubtful accounts and credit memo reserves is as follows:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
BALANCE AT
BEGINNING OF
THE YEAR
|
|
CREDIT MEMOS
CHARGED TO
REVENUE
|
|
ALLOWANCE FOR
BAD DEBTS CHARGED
TO EXPENSE
|
|
DEDUCTIONS
AND OTHER(1)
|
|
BALANCE AT
END OF
THE YEAR
|
|
2020
|
|
$
|
42,856
|
|
|
$
|
55,118
|
|
|
$
|
34,411
|
|
|
$
|
(75,404)
|
|
|
$
|
56,981
|
|
|
2019
|
|
43,584
|
|
|
51,846
|
|
|
19,389
|
|
|
(71,963)
|
|
|
42,856
|
|
|
2018
|
|
46,648
|
|
|
36,329
|
|
|
18,625
|
|
|
(58,018)
|
|
|
43,584
|
|
(1)Primarily consists of the issuance of credit memos, the write-off of accounts receivable and the impact associated with currency translation adjustments.
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IRON MOUNTAIN 2020 FORM 10-K
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72
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
F. CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentrations of liquid investments as of December 31, 2020 and 2019 related to cash and cash equivalents. At December 31, 2020, we had money market funds with four “Triple A” rated money market funds and time deposits with one global bank. At December 31, 2019, we had money market funds with seven “Triple A” rated money market funds. As per our risk management investment policy, we limit exposure to concentration of credit risk by limiting the amount invested in any one mutual fund to a maximum of 1% of the fund's total assets or in any one financial institution to a maximum of $75,000. See Note 2.o.
G. PREPAID EXPENSES AND ACCRUED EXPENSES
There are no prepaid expenses with items greater than 5% of total current assets as of December 31, 2020 and 2019.
Accrued expenses, with items greater than 5% of total current liabilities are shown separately, and consist of the following:
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|
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|
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|
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|
|
DECEMBER 31,
|
|
DESCRIPTION
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
Interest
|
|
$
|
131,448
|
|
|
$
|
97,987
|
|
|
|
|
|
|
|
|
Sales tax and VAT payable
|
|
131,780
|
|
|
115,352
|
|
|
Dividends
|
|
187,867
|
|
|
186,021
|
|
|
Operating lease liabilities
|
|
250,239
|
|
|
223,249
|
|
|
Other
|
|
444,954
|
|
|
339,143
|
|
|
Accrued expenses
|
|
$
|
1,146,288
|
|
|
$
|
961,752
|
|
|
|
|
|
|
|
H. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost and depreciated using the straight-line method with the following useful lives (in years):
|
|
|
|
|
|
|
|
DESCRIPTION
|
RANGE
|
|
Buildings and building improvements
|
5 to 40
|
|
Leasehold improvements
|
5 to 10 or life of the lease (whichever is shorter)
|
|
Racking
|
1 to 20 or life of the lease (whichever is shorter)
|
|
Warehouse equipment/vehicles
|
1 to 10
|
|
Furniture and fixtures
|
1 to 10
|
|
Computer hardware and software
|
2 to 5
|
|
|
|
|
|
|
|
|
|
|
|
73
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property, plant and equipment (including financing leases in the respective category), at cost, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31,
|
|
DESCRIPTION
|
|
2020
|
|
2019
|
|
Land
|
|
$
|
354,395
|
|
|
$
|
448,566
|
|
|
Buildings and building improvements
|
|
3,040,253
|
|
|
3,029,309
|
|
|
Leasehold improvements
|
|
969,273
|
|
|
852,022
|
|
|
Racking
|
|
2,083,199
|
|
|
2,040,832
|
|
|
Warehouse equipment/vehicles
|
|
499,787
|
|
|
483,218
|
|
|
Furniture and fixtures
|
|
52,978
|
|
|
54,275
|
|
|
Computer hardware and software
|
|
746,993
|
|
|
689,261
|
|
|
Construction in progress
|
|
499,459
|
|
|
451,423
|
|
|
Property, plant and equipment
|
|
$
|
8,246,337
|
|
|
$
|
8,048,906
|
|
|
|
|
|
|
|
Minor maintenance costs are expensed as incurred. Major improvements which extend the life, increase the capacity or improve the safety or the efficiency of property owned are capitalized and depreciated. Major improvements to leased buildings are capitalized as leasehold improvements and depreciated.
We capitalize interest expense during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is amortized over the useful lives of the assets. During the years ended December 31, 2020, 2019 and 2018, capitalized interest is as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
Capitalized interest
|
|
$
|
14,321
|
|
|
$
|
15,980
|
|
|
$
|
3,732
|
|
We develop various software applications for internal use. Computer software costs associated with internal use software are expensed as incurred until certain capitalization criteria are met. Third party consulting costs, as well as payroll and related costs for employees directly associated with, and devoting time to, the development of internal use computer software projects (to the extent time is spent directly on the project) are capitalized. Capitalization begins when the design stage of the application has been completed and it is probable that the project will be completed and used to perform the function intended. Capitalization ends when the asset is ready for its intended use. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment.
During the years ended December 31, 2020, 2019 and 2018, capitalized costs associated with the development of internal use computer software projects are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Capitalized costs associated with the development of internal use computer software projects
|
$
|
38,329
|
|
|
$
|
34,650
|
|
|
$
|
29,407
|
|
Entities are required to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. Asset retirement obligations represent the costs to replace or remove tangible long-lived assets required by law, regulatory rule or contractual agreement. Our asset retirement obligations are primarily the result of requirements under our facility lease agreements which generally have “return to original condition” clauses which would require us to remove or restore items such as shred pits, vaults, demising walls and office build-outs, among others. The significant assumptions used in estimating our aggregate asset retirement obligations are the timing of removals, the probability of a requirement to perform, estimated cost and associated expected inflation rates that are consistent with historical rates and credit-adjusted risk-free rates that approximate our incremental borrowing rate. Our asset retirement obligations at December 31, 2020 and 2019 were $34,537 and $30,831, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
74
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
I. LEASES
We lease facilities for certain warehouses, data centers and office space. We also have land leases, including those on which certain facilities are located. The majority of our leased facilities are classified as operating leases that, on average, have initial lease terms of five to 10 years, with one or more lease renewal options to extend the lease term. Our lease renewal option terms generally range from one to five years. The exercise of the lease renewal option is at our sole discretion and may contain fixed rent, fair market value based rent or Consumer Price Index rent escalation clauses. We include option periods in the lease term when our failure to renew the lease would result in an economic disincentive, thereby making it reasonably certain that we will renew the lease. We recognize straight line rental expense over the life of the lease and any fair market value or Consumer Price Index rent escalations are recognized as variable lease expense in the period in which the obligation is incurred. In addition, we lease certain vehicles and equipment. Vehicle and equipment leases typically have lease terms ranging from one to seven years.
We account for all leases, both operating and financing, in accordance with ASU No. 2016-02 Leases (Topic 842), as amended ("ASU 2016-02") which we adopted on January 1, 2019 on a modified retrospective basis. We also adopted an accounting policy which provides that leases with an initial term of 12 months or less will not be included within the lease right-of-use assets and lease liabilities recognized on our Consolidated Balance Sheets after the adoption of ASU 2016-02. We will continue to recognize the lease payments for those leases with an initial term of 12 months or less in our Consolidated Statements of Operations on a straight-line basis over the lease term.
The lease right-of-use assets and related lease liabilities are classified as either operating or financing. Lease right-of-use assets are calculated as the net present value of future payments plus any capitalized initial direct costs less any tenant improvements or lease incentives. Lease liabilities are calculated as the net present value of future payments. In calculating the present value of the lease payments, we utilize the rate stated in the lease (in the limited circumstances when such rate is explicitly stated) or, if no rate is explicitly stated, we utilize a rate that reflects our securitized incremental borrowing rate by geography for the lease term. We account for nonlease components (which include common area maintenance, taxes, and insurance) with the related lease component. Any variable nonlease components are not included within the lease right-of-use asset and lease liability on our Consolidated Balance Sheets, and instead, are reflected as an expense in the period incurred.
At January 1, 2019, we recognized the cumulative effect of initially applying ASU 2016-02 as an adjustment to the opening balance of (Distributions in excess of earnings) Earnings in excess of distributions, resulting in an increase of approximately $5,800 to stockholders’ equity due to certain build to suit leases that were accounted for as financing leases under Accounting Standards Codification (“ASC”) 840, Leases (“ASC 840”) but are accounted for as operating leases under ASU 2016-02.
Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31,
|
|
DESCRIPTION
|
|
2020
|
|
2019
|
|
Assets:
|
|
|
|
|
|
Operating lease right-of-use assets(1)
|
|
$
|
2,196,502
|
|
|
$
|
1,869,101
|
|
|
Financing lease right-of-use assets, net of accumulated depreciation(2)(3)
|
|
310,534
|
|
|
327,215
|
|
|
Liabilities:
|
|
|
|
|
|
Current
|
|
|
|
|
|
Operating lease liabilities
|
|
$
|
250,239
|
|
|
$
|
223,249
|
|
|
Financing lease liabilities(3)
|
|
43,149
|
|
|
46,582
|
|
|
Long-term
|
|
|
|
|
|
Operating lease liabilities
|
|
2,044,598
|
|
|
1,728,686
|
|
|
Financing lease liabilities(3)
|
|
323,162
|
|
|
320,600
|
|
(1)At December 31, 2020 and 2019, these assets are comprised of approximately 99% real estate related assets (which include land, buildings and racking) and 1% non-real estate related assets (which include warehouse equipment, vehicles, furniture and fixtures and computer hardware and software).
(2)At December 31, 2020, these assets are comprised of approximately 72% real estate related assets and 28% non-real estate related assets. At December 31, 2019, these assets are comprised of approximately 69% real estate related assets and 31% non-real estate related assets.
(3)Financing lease right-of-use assets, current financing lease liabilities and long-term financing lease liabilities are included within Property, Plant and Equipment, Net, Current portion of long-term debt and Long-term Debt, net of current portion, respectively, within our Consolidated Balance Sheets.
|
|
|
|
|
|
|
|
|
|
|
75
|
IRON MOUNTAIN 2020 FORM 10-K
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|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The components of the lease expense for the years ended December 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
DESCRIPTION
|
|
2020
|
|
2019
|
|
Operating lease cost(1)
|
|
$
|
499,464
|
|
|
$
|
459,619
|
|
|
Financing lease cost:
|
|
|
|
|
|
Depreciation of financing lease right-of-use assets
|
|
$
|
51,629
|
|
|
$
|
59,258
|
|
|
Interest expense for financing lease liabilities
|
|
19,942
|
|
|
21,031
|
|
(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $111,501 and $105,922 for the years ended December 31, 2020 and 2019, respectively.
Weighted average remaining lease terms and discount rates as of December 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31, 2020
|
|
DECEMBER 31, 2019
|
|
|
OPERATING LEASES
|
|
FINANCING LEASES
|
|
OPERATING LEASES
|
|
FINANCING LEASES
|
|
Remaining Lease Term
|
11.1 years
|
|
11.5 years
|
|
11.0 years
|
|
11.6 years
|
|
Discount Rate
|
6.9
|
%
|
|
5.9
|
%
|
|
7.1
|
%
|
|
5.7
|
%
|
The estimated minimum future lease payments as of December 31, 2020, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR
|
|
OPERATING LEASES(1)
|
|
SUBLEASE INCOME
|
|
FINANCING LEASES(1)
|
|
2021
|
|
$
|
380,607
|
|
|
$
|
(6,208)
|
|
|
$
|
62,669
|
|
|
2022
|
|
362,970
|
|
|
(5,752)
|
|
|
54,499
|
|
|
2023
|
|
334,893
|
|
|
(5,222)
|
|
|
45,557
|
|
|
2024
|
|
307,039
|
|
|
(3,771)
|
|
|
38,051
|
|
|
2025
|
|
281,487
|
|
|
(1,661)
|
|
|
32,261
|
|
|
Thereafter
|
|
1,687,706
|
|
|
(6,229)
|
|
|
268,542
|
|
|
Total minimum lease payments
|
|
3,354,702
|
|
|
$
|
(28,843)
|
|
|
501,579
|
|
|
Less amounts representing interest or imputed interest
|
|
(1,059,865)
|
|
|
|
|
(135,268)
|
|
|
Present value of lease obligations
|
|
$
|
2,294,837
|
|
|
|
|
$
|
366,311
|
|
(1)Estimated minimum future lease payments exclude variable common area maintenance charges, insurance and taxes.
At December 31, 2020, we had seven leases which we have signed but which have not yet commenced and are not included in our lease obligation table above. The total undiscounted minimum lease payments for these leases are approximately $236,200 and have lease terms that range from 10 to 25 years. Each of these leases is expected to commence during 2021, with the exception of one lease where the lease commencement date will be driven by the completion of the building construction, which is expected to occur by the end of 2021 or in early 2022.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
76
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Other information: Supplemental cash flow information relating to our leases for the years ended December 31, 2020 and 2019 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES:
|
|
2020
|
|
2019
|
|
Operating cash flows used in operating leases
|
|
$
|
360,088
|
|
|
$
|
338,059
|
|
|
Operating cash flows used in financing leases (interest)
|
|
19,942
|
|
|
21,031
|
|
|
Financing cash flows used in financing leases
|
|
47,829
|
|
|
58,033
|
|
|
NON-CASH ITEMS:
|
|
|
|
|
|
Operating lease modifications and reassessments
|
|
$
|
143,382
|
|
|
$
|
108,023
|
|
|
New operating leases (including acquisitions and sale-leaseback transactions)
|
|
370,011
|
|
|
170,464
|
|
|
|
|
|
|
|
J. LONG-LIVED ASSETS
We review long-lived assets, including all finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the sum of the forecasted undiscounted net cash flows of the operation to which the assets relate to their carrying amount. The operations are generally distinguished by the business segment and geographic region in which they operate. If it is determined that we are unable to recover the carrying amount of the assets, the long-lived assets are written down, on a pro rata basis, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets. Long-lived assets, including finite-lived intangible assets, are amortized over their useful lives. Annually, or more frequently if events or circumstances warrant, we assess whether a change in the lives over which long-lived assets, including finite-lived intangible assets, are amortized is necessary.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
2019
|
2018
|
|
Consolidated gain on disposal/write-down of property, plant and equipment, net
|
$
|
363,537
|
|
$
|
63,824
|
|
$
|
73,622
|
|
|
The gains primarily consisted of:
|
•Gains associated with sale-leaseback transactions of approximately $342,100, of which (i) approximately $265,600 relates to the sale-leaseback transactions of 14 facilities in the United States during the fourth quarter of 2020 and (ii) approximately $76,400 relates to the sale-leaseback transactions of two facilities in the United States during the third quarter of 2020, each as part of our program to monetize a small portion of our industrial real estate assets. The terms for these leases are consistent with the terms of our lease portfolio, which are disclosed in Note 2.i.
•Gains of approximately $24,100 associated with the Frankfurt JV Transaction (as defined in Note 3)
|
•Gains associated with sale and sale-leaseback transactions of approximately $67,800 in the United States
•The sale of certain land and buildings of approximately $36,000 in the United Kingdom
Partially offset by losses from:
•The impairment charge on the assets associated with the select offerings within our Iron Mountain Iron Cloud ("Iron Cloud") portfolio and loss on the subsequent sale of certain IT infrastructure assets and rights to certain hardware and maintenance contracts used to deliver these Iron Cloud offerings of approximately $25,000.
•The write-down of certain property, plant and equipment of approximately $15,700 in the United States.
|
•Gain on sale of real estate of approximately $63,800 in the United Kingdom
•Gains associated with the involuntary conversion of assets included in a facility that we own in Argentina partially destroyed in a fire in 2014, of approximately $8,800 during the fourth quarter of 2018
|
|
|
|
|
|
|
|
|
|
|
|
77
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
K. GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS
Goodwill and intangible assets with indefinite lives are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Other than goodwill, we currently have no intangible assets that have indefinite lives and which are not amortized.
We have selected October 1 as our annual goodwill impairment review date. We have performed our annual goodwill impairment review as of October 1, 2020, 2019 and 2018. We concluded that as of October 1, 2020, 2019 and 2018, goodwill was not impaired. During the first quarter of 2020, as discussed in greater detail below, we concluded that we had a triggering event related to our Fine Arts reporting unit, requiring us to perform an interim goodwill impairment test. We concluded that the fair value of our Fine Arts reporting unit was less than its carrying value, and, therefore, we recorded a $23,000 impairment charge on the goodwill associated with this reporting unit during the first quarter of 2020.
The following is a discussion regarding (i) the reporting units at which level we tested goodwill for impairment as of October 1, 2019, (ii) changes to the composition of our reporting units between October 1, 2019 and December 31, 2019, (iii) interim goodwill impairment review for our Fine Arts reporting unit during the first quarter of 2020 and (iv) the reporting units at which level we tested goodwill for impairment as of October 1, 2020 and the composition of these reporting units at December 31, 2020 (including the amount of goodwill associated with each reporting unit). When changes occur in the composition of one or more reporting units, the goodwill is reassigned to the reporting units affected based upon their relative fair values.
GOODWILL IMPAIRMENT ANALYSIS - 2019
I. REPORTING UNITS AS OF OCTOBER 1, 2019
Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•North American Records and Information Management
•North American Data Management
•Fine Arts
•Entertainment Services
|
•Western Europe
•Northern/Eastern Europe and Middle East and India (“NEE and MEI”)
•Latin America
|
•Australia, New Zealand and South Africa (“ANZ SA”)
•Asia
•Global Data Center
|
|
|
|
|
We concluded that the goodwill associated with each of our reporting units was not impaired as of such date.
II. CHANGES TO COMPOSITION OF REPORTING UNITS BETWEEN OCTOBER 1, 2019 AND DECEMBER 31, 2019
During the fourth quarter of 2019, as a result of the realignment of our global managerial structure and changes to our internal financial reporting associated with Project Summit, we reassessed the composition of our reportable operating segments (see Note 10 for a description and definitions of our reporting operating segments) as well as our reporting units.
|
|
|
|
|
|
|
We noted the following changes to our reporting units:
•our former North American Records and Information Management (excluding our technology escrow services business) and North American Data Management reporting units are now being managed as our “North America RIM” reporting unit;
•our former Western Europe and NEE and MEI reporting units (excluding India) and our business in Africa, which was previously managed as a component of our former ANZ SA reporting unit, is now being managed together as our “Europe RIM” reporting unit;
•our business in India, which was previously managed as a component of our former NEE and MEI reporting unit, is now being managed in conjunction with our businesses in Asia as our “Asia RIM” reporting unit;
•our former ANZ SA reporting unit will no longer include South Africa and will be referred to as our “Australia and New Zealand RIM” (“ANZ RIM”) reporting unit; and
•our technology escrow services business is now being managed separately as our “Technology Escrow Services” reporting unit.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
78
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
There were no changes to our Global Data Center, Fine Arts, Entertainment Services and Latin America RIM reporting units. We concluded that the goodwill associated with our North America RIM, Europe RIM, ANZ RIM, Asia RIM and Technology Escrow Services reporting units were not impaired following this change in reporting units.
GOODWILL BY REPORTING UNIT AS OF DECEMBER 31, 2019
The carrying value of goodwill, net for each of our reporting units described above as of December 31, 2019 is as follows:
|
|
|
|
|
|
|
|
|
|
|
SEGMENT
|
REPORTING UNIT
|
CARRYING VALUE AS OF DECEMBER 31, 2019
|
|
Global RIM (as defined in Note 10) Business
|
North America RIM
|
$
|
2,715,550
|
|
|
Europe RIM
|
572,482
|
|
|
Latin America RIM
|
140,897
|
|
|
ANZ RIM
|
274,913
|
|
|
Asia RIM
|
239,059
|
|
|
Global Data Center Business
|
Global Data Center
|
424,568
|
|
|
Corporate and Other Business
|
Fine Arts
|
37,533
|
|
|
Entertainment Services
|
34,102
|
|
|
Technology Escrow Services
|
46,105
|
|
|
Total
|
|
$
|
4,485,209
|
|
GOODWILL IMPAIRMENT ANALYSIS - 2020
I. INTERIM GOODWILL IMPAIRMENT REVIEW - FINE ARTS
During the first quarter of 2020, we concluded that we had a triggering event related to our Fine Arts reporting unit, requiring us to perform an interim goodwill impairment test. The primary factor contributing to our conclusion was the expected impact of the COVID-19 pandemic to this particular business and its customers and revenue sources, which caused us to believe it was more likely than not that the carrying value of our Fine Arts reporting unit exceeded its fair value. During the first quarter of 2020, we performed an interim goodwill impairment test for our Fine Arts reporting unit utilizing a discounted cash flow model, with updated assumptions on future revenues, operating expenditures and capital expenditures. We concluded that the fair value of our Fine Arts reporting unit was less than its carrying value, and, therefore, we recorded a $23,000 impairment charge on the goodwill associated with this reporting unit during the first quarter of 2020. Factors that may impact these assumptions include, but are not limited to: (i) our ability to maintain, or grow, storage and retail service revenues in this reporting unit in line with current expectations and (ii) our ability to manage our fixed and variable costs in this reporting unit in line with potential future revenue declines.
II. REPORTING UNITS AS OF OCTOBER 1, 2020
Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•North America RIM
•Europe RIM
•Latin America RIM
|
•ANZ RIM
•Asia RIM
•Global Data Center
|
•Fine Arts
•Entertainment Services
•Technology Escrow Services
|
|
|
|
|
We concluded that the goodwill associated with each of our reporting units was not impaired as of such date. There were no changes to the composition of our reporting units between October 1, 2020 and December 31, 2020.
|
|
|
|
|
|
|
|
|
|
|
79
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
GOODWILL BY REPORTING UNIT AS OF DECEMBER 31, 2020
The carrying value of goodwill, net for each of our reporting units described above as of December 31, 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
SEGMENT
|
REPORTING UNIT
|
CARRYING VALUE AS OF DECEMBER 31, 2020
|
|
Global RIM Business
|
North America RIM
|
$
|
2,719,182
|
|
|
Europe RIM
|
641,621
|
|
|
Latin America RIM
|
117,834
|
|
|
ANZ RIM
|
301,251
|
|
|
Asia RIM
|
244,294
|
|
|
Global Data Center Business
|
Global Data Center
|
436,987
|
|
|
Corporate and Other Business
|
Fine Arts
|
15,176
|
|
|
Entertainment Services
|
35,159
|
|
|
Technology Escrow Services
|
46,105
|
|
|
Total
|
|
$
|
4,557,609
|
|
Reporting unit valuations have generally been determined using a combined approach based on the present value of future cash flows (the “Discounted Cash Flow Model”) and market multiples (the “Market Approach”).
|
|
|
|
|
|
|
|
|
|
|
The Discounted Cash Flow Model incorporates significant assumptions including future revenue growth rates, operating margins, discount rates and capital expenditures.
|
The Market Approach requires us to make assumptions related to Adjusted EBITDA (as defined in Note 10) multiples.
|
|
|
|
Changes in economic and operating conditions impacting these assumptions or changes in multiples could result in goodwill impairments in future periods. In conjunction with our annual goodwill impairment reviews, we reconcile the sum of the valuations of all of our reporting units to our market capitalization as of such dates.
The changes in the carrying value of goodwill attributable to each reportable operating segment for the years ended December 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLOBAL RIM
BUSINESS
|
|
GLOBAL
DATA CENTER
BUSINESS
|
|
CORPORATE
AND OTHER
BUSINESS
|
|
TOTAL
CONSOLIDATED
|
|
Goodwill balance, net of accumulated amortization, as of December 31, 2018
|
$
|
3,899,210
|
|
|
$
|
425,956
|
|
|
$
|
115,864
|
|
|
$
|
4,441,030
|
|
|
Tax deductible goodwill acquired during the year
|
16,450
|
|
|
—
|
|
|
—
|
|
|
16,450
|
|
|
Non-tax deductible goodwill acquired during the year
|
11,228
|
|
|
—
|
|
|
1,904
|
|
|
13,132
|
|
|
|
|
|
|
|
|
|
|
|
Fair value and other adjustments
|
4,439
|
|
|
258
|
|
|
(417)
|
|
|
4,280
|
|
|
Currency effects
|
11,574
|
|
|
(1,646)
|
|
|
389
|
|
|
10,317
|
|
|
Goodwill balance, net of accumulated amortization, as of December 31, 2019
|
3,942,901
|
|
|
424,568
|
|
|
117,740
|
|
|
4,485,209
|
|
|
Non-tax deductible goodwill acquired during the year
|
54,258
|
|
|
—
|
|
|
—
|
|
|
54,258
|
|
|
Goodwill impairment
|
—
|
|
|
—
|
|
|
(23,000)
|
|
|
(23,000)
|
|
|
Fair value and other adjustments
|
(3,815)
|
|
|
—
|
|
|
403
|
|
|
(3,412)
|
|
|
Currency effects
|
30,838
|
|
|
12,419
|
|
|
1,297
|
|
|
44,554
|
|
|
Goodwill balance, net of accumulated amortization, as of December 31, 2020
|
$
|
4,024,182
|
|
|
$
|
436,987
|
|
|
$
|
96,440
|
|
|
$
|
4,557,609
|
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2019
|
$
|
132,409
|
|
|
$
|
—
|
|
|
$
|
3,011
|
|
|
$
|
135,420
|
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2020
|
$
|
132,409
|
|
|
$
|
—
|
|
|
$
|
26,011
|
|
|
$
|
158,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
80
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
L. FINITE-LIVED INTANGIBLE ASSETS AND LIABILITIES
I. CUSTOMER RELATIONSHIP INTANGIBLE ASSETS
Customer relationship intangible assets, which are acquired through either business combinations or acquisitions of customer relationships, are amortized over periods ranging from 10 to 30 years. Customer relationship intangible assets are recorded based upon estimates of their fair value.
II. CUSTOMER INDUCEMENTS
Payments that are made to a customer’s current records management vendor in order to terminate the customer’s existing contract with that vendor (“Permanent Withdrawal Fees”), or direct payments to a customer for which no distinct benefit is received in return, are collectively referred to as "Customer Inducements". Customer Inducements are treated as a reduction of the transaction price over periods ranging from one to 10 years and are included in storage and service revenue in the accompanying Consolidated Statements of Operations. If the customer terminates its relationship with us, the unamortized carrying value of the Customer Inducement intangible asset is charged to revenue. However, in the event of such termination, we generally collect, and record as income, permanent removal fees that generally equal or exceed the amount of the unamortized Customer Inducement intangible asset.
III. DATA CENTER INTANGIBLE ASSETS AND LIABILITIES
Finite-lived intangible assets associated with our Global Data Center Business consist of the following:
DATA CENTER IN-PLACE LEASE INTANGIBLE ASSETS AND DATA CENTER TENANT RELATIONSHIP INTANGIBLE ASSETS
Data Center In-Place Lease Intangible Assets (“Data Center In-Place Leases”) and Data Center Tenant Relationship Intangible Assets (“Data Center Tenant Relationships”) reflect the value associated with acquiring a data center operation with active tenants as of the date of acquisition. The value of Data Center In-Place Leases is determined based upon an estimate of the economic costs (such as lost revenues, tenant improvement costs, commissions, legal expenses and other costs to acquire new data center leases) avoided by acquiring a data center operation with active tenants that would have otherwise been incurred if the data center operation was purchased vacant. Data Center In-Place Leases are amortized over the weighted average remaining term of the acquired data center leases. The value of Data Center Tenant Relationships is determined based upon an estimate of the economic costs avoided upon lease renewal of the acquired tenants, based upon expectations of lease renewal. Data Center Tenant Relationships are amortized over the weighted average remaining anticipated life of the relationship with the acquired tenant.
DATA CENTER ABOVE-MARKET AND BELOW-MARKET IN-PLACE LEASE INTANGIBLE ASSETS
We record Data Center Above-Market In-Place Lease Intangible Assets (“Data Center Above-Market Leases”) and Data Center Below-Market In-Place Lease Intangible Assets (“Data Center Below-Market Leases”) at the net present value of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of the fair market lease rates for each corresponding in-place lease. Data Center Above-Market Leases and Data Center Below-Market Leases are amortized over the remaining non-cancellable term of the acquired in-place lease to storage revenue.
|
|
|
|
|
|
|
|
|
|
|
81
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The gross carrying amount and accumulated amortization of our finite-lived intangible assets as of December 31, 2020 and 2019, respectively, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31, 2020
|
|
DECEMBER 31, 2019
|
|
DESCRIPTION
|
GROSS CARRYING AMOUNT
|
ACCUMULATED AMORTIZATION
|
NET CARRYING AMOUNT
|
|
GROSS CARRYING AMOUNT
|
ACCUMULATED AMORTIZATION
|
NET CARRYING AMOUNT
|
|
Assets:
|
|
|
|
|
|
|
|
|
Customer relationship intangible assets(1)
|
$
|
1,852,700
|
|
$
|
(668,547)
|
|
$
|
1,184,153
|
|
|
$
|
1,751,848
|
|
$
|
(544,721)
|
|
$
|
1,207,127
|
|
|
Customer inducements(1)
|
49,098
|
|
(26,923)
|
|
22,175
|
|
|
52,718
|
|
(29,397)
|
|
23,321
|
|
|
Data center lease-based intangible assets(1)(2)
|
269,988
|
|
(149,339)
|
|
120,649
|
|
|
265,945
|
|
(103,210)
|
|
162,735
|
|
|
Third-party commissions asset(3)
|
34,317
|
|
(8,761)
|
|
25,556
|
|
|
31,708
|
|
(4,134)
|
|
27,574
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Data center below-market leases(4)
|
$
|
12,854
|
|
$
|
(5,943)
|
|
$
|
6,911
|
|
|
$
|
12,750
|
|
$
|
(3,937)
|
|
$
|
8,813
|
|
(1)Included in Customer relationships, customer inducements and data center lease-based intangibles in the accompanying Consolidated Balance Sheets as of December 31, 2020 and 2019.
(2)Data center lease-based intangible assets includes Data Center In-Place Leases, Data Center Tenant Relationships and Data Center Above-Market Leases.
(3)Included in Other (within Other Assets, Net) in the accompanying Consolidated Balance Sheets as of December 31, 2020 and 2019.
(4)Included in Other long-term liabilities in the accompanying Consolidated Balance Sheets as of December 31, 2020 and 2019.
Amortization expense associated with finite-lived intangible assets, revenue reduction associated with the amortization of Customer Inducements and net revenue reduction associated with the amortization of Data Center Above-Market Leases and Data Center Below-Market Leases for the years ended December 31, 2020, 2019 and 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
Amortization expense included in depreciation and amortization associated with:
|
|
|
|
|
|
|
|
Customer relationship intangible assets
|
|
$
|
117,514
|
|
|
$
|
117,972
|
|
|
$
|
113,782
|
|
|
Data center in-place leases and tenant relationships
|
|
42,637
|
|
|
46,696
|
|
|
43,061
|
|
|
|
|
|
|
|
|
|
|
Third-party commissions asset and other finite-lived intangible assets
|
|
7,004
|
|
|
7,957
|
|
|
5,713
|
|
|
Revenue reduction associated with amortization of:
|
|
|
|
|
|
|
|
Customer inducements and data center above-market and below-market leases
|
|
$
|
9,878
|
|
|
$
|
13,703
|
|
|
$
|
16,281
|
|
Estimated amortization expense for existing finite-lived intangible assets (excluding Contract Fulfillment Costs, as defined and disclosed in Note 2.r.) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESTIMATED AMORTIZATION
|
|
YEAR
|
|
INCLUDED IN DEPRECIATION
AND AMORTIZATION
|
|
REVENUE REDUCTION ASSOCIATED WITH CUSTOMER INDUCEMENTS
AND DATA CENTER ABOVE-MARKET AND
BELOW-MARKET LEASES
|
|
2021
|
|
$
|
168,756
|
|
|
$
|
7,603
|
|
|
2022
|
|
139,983
|
|
|
5,010
|
|
|
2023
|
|
135,262
|
|
|
3,084
|
|
|
2024
|
|
130,298
|
|
|
1,453
|
|
|
2025
|
|
127,771
|
|
|
508
|
|
|
Thereafter
|
|
625,052
|
|
|
842
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
82
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
M. DEFERRED FINANCING COSTS
Deferred financing costs are amortized over the life of the related debt. If debt is retired early, the related unamortized deferred financing costs are written-off in the period the debt is retired to Other expense (income), net. See Note 6.
N. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Every derivative instrument is required to be recorded in the balance sheet as either an asset or a liability measured at its fair value. Periodically, we acquire derivative instruments that are intended to hedge either cash flows or values that are subject to foreign exchange or other market price risk and not for trading purposes. We have formally documented our hedging relationships, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking each hedge transaction. Given the recurring nature of our revenues and the long-term nature of our asset base, we have the ability and the preference to use long-term, fixed interest rate debt to finance our business, thereby preserving our long-term returns on invested capital. We may use interest rate swaps as a tool to maintain our targeted level of fixed rate debt. In addition, we may enter into cross-currency swaps to hedge the variability of exchange rates between the United States and our foreign subsidiaries, as well as interest rates. We may also use borrowings in foreign currencies, either obtained in the United States or by our foreign subsidiaries, to hedge foreign currency risk associated with our international investments. As of December 31, 2020 and 2019, none of our derivative instruments contained credit-risk related contingent features. See Note 5.
|
|
|
|
|
|
|
|
|
|
|
83
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
O. FAIR VALUE MEASUREMENTS
Entities are permitted under GAAP to elect to measure certain financial instruments and certain other items at either fair value or cost. We have elected the cost measurement option in all circumstances where we had an option.
Our financial assets or liabilities that are carried at fair value are required to be measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The assets and liabilities carried at fair value and measured on a recurring basis as of December 31, 2020 and 2019, respectively, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2020 USING
|
|
DESCRIPTION
|
|
TOTAL CARRYING
VALUE AT
DECEMBER 31, 2020
|
|
QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1)
|
|
SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2)
|
|
SIGNIFICANT
UNOBSERVABLE INPUTS
(LEVEL 3)
|
|
Money Market Funds(1)
|
|
$
|
62,657
|
|
|
$
|
—
|
|
|
$
|
62,657
|
|
|
$
|
—
|
|
|
Time Deposits(1)
|
|
2,121
|
|
|
—
|
|
|
2,121
|
|
|
—
|
|
|
Trading Securities
|
|
10,892
|
|
|
10,636
|
|
(2)
|
256
|
|
(3)
|
—
|
|
|
Derivative Liabilities(4)
|
|
49,703
|
|
|
—
|
|
|
49,703
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2019 USING
|
|
DESCRIPTION
|
|
TOTAL CARRYING
VALUE AT
DECEMBER 31, 2019
|
|
QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1)
|
|
SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2)
|
|
SIGNIFICANT
UNOBSERVABLE INPUTS
(LEVEL 3)
|
|
Money Market Funds(1)
|
|
$
|
13,653
|
|
|
$
|
—
|
|
|
$
|
13,653
|
|
|
$
|
—
|
|
|
Trading Securities
|
|
10,732
|
|
|
10,168
|
|
(2)
|
564
|
|
(3)
|
—
|
|
|
Derivative Liabilities(4)
|
|
9,756
|
|
|
—
|
|
|
9,756
|
|
|
—
|
|
(1)Money market funds and time deposits are measured based on quoted prices for similar assets and/or subsequent transactions.
(2)Certain trading securities are measured at fair value using quoted market prices.
(3)Certain trading securities are measured based on inputs other than quoted market prices that are observable.
(4)Derivative assets and liabilities include (i) interest rate swap agreements, including forward-starting interest rate swap agreements, to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness and (ii) cross-currency swap agreements to hedge the variability of exchange rates impacts between the United States dollar and the Euro and certain of our Euro denominated subsidiaries. Our derivative financial instruments are measured using industry standard valuation models using market-based observable inputs, including interest rate curves, forward and spot prices for currencies and implied volatilities. Credit risk is also factored into the determination of the fair value of our derivative financial instruments. See Note 5 for additional information on our derivative financial instruments.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
84
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
We did not have any material items that are measured at fair value on a non-recurring basis for the years ended December 31, 2020, 2019, and 2018, with the exception of: (i) the reporting units as presented in our goodwill impairment analysis (as disclosed in Note 2.k.); (ii) the assets and liabilities acquired through acquisitions (as disclosed in Note 3); (iii) the redemption value of certain redeemable noncontrolling interests (as disclosed in Note 2.p.); and (iv) our initial investments in the Frankfurt JV, the MakeSpace JV and OSG (each as defined in Note 3), all of which are based on Level 3 inputs.
The fair value of our long-term debt, which was determined based on either Level 1 inputs or Level 3 inputs, is disclosed in Note 6. Long-term debt is measured at cost in our Consolidated Balance Sheets as of December 31, 2020 and 2019.
P. REDEEMABLE NONCONTROLLING INTERESTS
Certain unaffiliated third parties own noncontrolling interests in certain of our foreign consolidated subsidiaries. The underlying agreements between us and our noncontrolling interest shareholders for these subsidiaries contain provisions under which the noncontrolling interest shareholders can require us to purchase their respective interests in such subsidiaries at certain times and at a purchase price as stipulated in the underlying agreements (generally at fair value). These put options make these noncontrolling interests redeemable and, therefore, these noncontrolling interests are classified as temporary equity outside of stockholders’ equity. Redeemable noncontrolling interests are reported at the higher of their redemption value or the noncontrolling interest holders’ proportionate share of the underlying subsidiaries net carrying value. Increases or decreases in the redemption value of the noncontrolling interest are offset against Additional Paid-in Capital.
In 2018, one of our noncontrolling interest shareholders exercised its option to put its ownership interest back to us. Upon the exercise of the put option, this noncontrolling interest became mandatorily redeemable by us, and, therefore, is accounted for as a liability rather than a component of redeemable noncontrolling interests. Subject to agreement on final settlement terms and conditions, we and this noncontrolling interest shareholder have agreed in principle on the put option price for the noncontrolling interest shares. We are in dispute with this noncontrolling interest shareholder with respect to whether interest from the date of the put and certain other costs should be reimbursable to the noncontrolling interest shareholder. We intend to vigorously defend that interest and certain other reimbursable costs are not owed to the noncontrolling interest shareholder. We have recorded our estimate of the fair value of these noncontrolling interest shares as a component of Accrued expenses on our Consolidated Balance Sheets as of December 31, 2020 and 2019. It is possible that the value ultimately agreed upon with the noncontrolling interest shareholder could differ from our current estimate of the fair value. Subsequent to these noncontrolling interest shares becoming mandatorily redeemable, any increase or decrease in the fair value of such noncontrolling interest is included as a component of Other expense (income), net on our Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
85
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Q. ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET
The changes in accumulated other comprehensive items, net for the years ended December 31, 2020, 2019 and 2018 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOREIGN CURRENCY
TRANSLATION AND
OTHER ADJUSTMENTS
|
|
CHANGE IN FAIR
VALUE OF DERIVATIVE
INSTRUMENTS
|
|
TOTAL
|
|
Balance as of December 31, 2017
|
$
|
(103,989)
|
|
|
$
|
—
|
|
|
$
|
(103,989)
|
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
Foreign currency translation and other adjustments
|
(160,702)
|
|
|
—
|
|
|
(160,702)
|
|
|
Change in fair value of derivative instruments
|
—
|
|
|
(973)
|
|
|
(973)
|
|
|
Total other comprehensive (loss) income
|
(160,702)
|
|
|
(973)
|
|
|
(161,675)
|
|
|
Balance as of December 31, 2018
|
(264,691)
|
|
|
(973)
|
|
|
(265,664)
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
Foreign currency translation and other adjustments
|
11,866
|
|
|
—
|
|
|
11,866
|
|
|
Change in fair value of derivative instruments
|
—
|
|
|
(8,783)
|
|
|
(8,783)
|
|
|
Total other comprehensive income (loss)
|
11,866
|
|
|
(8,783)
|
|
|
3,083
|
|
|
Balance as of December 31, 2019
|
(252,825)
|
|
|
(9,756)
|
|
|
(262,581)
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
Foreign currency translation and other adjustments
|
46,635
|
|
|
—
|
|
|
46,635
|
|
|
Change in fair value of derivative instruments
|
—
|
|
|
(39,947)
|
|
|
(39,947)
|
|
|
Total other comprehensive income (loss)
|
46,635
|
|
|
(39,947)
|
|
|
6,688
|
|
|
Balance as of December 31, 2020
|
$
|
(206,190)
|
|
|
$
|
(49,703)
|
|
|
$
|
(255,893)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
86
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
R. REVENUES
Our revenues consist of storage rental revenues as well as service revenues and are reflected net of sales and value-added taxes. Storage rental revenues, which are considered a key driver of financial performance for the storage and information management services industry, consist primarily of recurring periodic rental charges related to the storage of materials or data (generally on a per unit basis) that are typically retained by customers for many years and revenues associated with our data center operations. Service revenues include charges for related service activities, the most significant of which include: (1) the handling of records, including the addition of new records, temporary removal of records from storage, refiling of removed records, customer termination and permanent removal fees, project revenues and courier operations, consisting primarily of the pickup and delivery of records upon customer request; (2) destruction services, consisting primarily of secure shredding of sensitive documents and the subsequent sale of shredded paper for recycling, the price of which can fluctuate from period to period; and (3) digital solutions including scanning, imaging and document conversion services of active and inactive records, and consulting services.
We account for revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Customers are generally billed monthly based on contractually agreed-upon terms, and storage rental and service revenues are recognized in the month the respective storage rental or service is provided, in line with the transfer of control to the customer. When storage rental fees or services are billed in advance, amounts related to future storage rental or prepaid service contracts are accounted for as deferred revenue and recognized upon the transfer of control to the customer, generally ratably over the contract term. Customer contracts generally include promises to provide monthly recurring storage and related services that are essentially the same over time and have the same pattern of transfer of control to the customer; therefore, most performance obligations represent a promise to deliver a series of distinct services over time (as determined for purposes of ASU 2014-09, a “series”). For those contracts that qualify as a series, we have a right to consideration from the customer in an amount that corresponds directly with the value of the underlying performance obligation transferred to the customer to date. This concept is known as "right to invoice” and we apply the “right to invoice” practical expedient to all revenues, with the exception of storage revenues in our Global Data Center Business (which are subject to leasing guidance). Additionally, each purchasing decision is fully in the control of the customer and; therefore, consideration beyond the current reporting period is variable and allocated to the specific period to which the consideration relates, which is consistent with the practical expedient.
Our Global Data Center Business features storage rental provided to the customer at contractually specified rates over a fixed contractual period. Storage rental revenue related to the storage component of our Global Data Center Business is recognized on a straight-line basis over the contract term in accordance with ASU 2016-02. The revenue related to the service component of our Global Data Center Business is recognized in the period the related services are provided.
The costs associated with the initial movement of customer records into physical storage and certain commissions are considered costs to obtain or fulfill customer contracts (“Contract Fulfillment Costs”). The following describes each of these Contract Fulfillment Costs recognized under ASU 2014-09:
INTAKE COSTS (AND ASSOCIATED DEFERRED REVENUE)
The costs of the initial intake of customer records into physical storage (“Intake Costs”) are deferred and amortized as a component of depreciation and amortization in our Consolidated Statements of Operations over three years, consistent with the transfer of the performance obligation to the customer to which the asset relates. In instances where such Intake Costs are billed to the customer, the associated revenue is deferred and recognized over the same three-year period.
COMMISSIONS
Certain commission payments that are directly associated with the fulfillment of long-term storage contracts are capitalized and amortized as a component of depreciation and amortization in our Consolidated Statements of Operations over three years, consistent with the transfer of the performance obligation to the customer to which the asset relates. Certain direct commission payments associated with contracts with a duration of one year or less are expensed as incurred under the practical expedient which allows an entity to expense as incurred an incremental cost of obtaining a contract if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
|
|
|
|
|
|
|
|
|
|
|
87
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Contract Fulfillment Costs, which are included as a component of Other within Other Assets, Net, as of December 31, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31, 2020
|
|
DECEMBER 31, 2019
|
|
DESCRIPTION
|
|
GROSS
CARRYING
AMOUNT
|
|
ACCUMULATED
AMORTIZATION
|
|
NET
CARRYING
AMOUNT
|
|
GROSS
CARRYING
AMOUNT
|
|
ACCUMULATED
AMORTIZATION
|
|
NET
CARRY
ING AMOUNT
|
|
Intake Costs asset
|
|
$
|
63,721
|
|
|
$
|
(33,352)
|
|
|
$
|
30,369
|
|
|
$
|
41,224
|
|
|
$
|
(23,579)
|
|
|
$
|
17,645
|
|
|
Commissions asset
|
|
91,069
|
|
|
(38,787)
|
|
|
52,282
|
|
|
68,008
|
|
|
(27,178)
|
|
|
40,830
|
|
Amortization expense associated with the Intake Costs and Commissions assets for the years ended December 31, 2020, 2019 and 2018 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
DESCRIPTION
|
|
2020
|
|
2019
|
|
2018
|
|
Intake Costs asset
|
|
$
|
13,300
|
|
|
$
|
10,144
|
|
|
$
|
10,380
|
|
|
Commissions asset
|
|
24,052
|
|
|
19,109
|
|
|
13,838
|
|
Estimated amortization expense for Contract Fulfillment Costs is as follows:
|
|
|
|
|
|
|
|
|
|
|
YEAR
|
|
ESTIMATED AMORTIZATION
|
|
2021
|
|
$
|
38,954
|
|
|
2022
|
|
24,861
|
|
|
2023
|
|
18,836
|
|
Deferred revenue liabilities are reflected as follows in our Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31,
|
|
|
DESCRIPTION
|
LOCATION IN BALANCE SHEET
|
|
2020
|
|
2019
|
|
|
Deferred revenue - Current
|
Deferred revenue
|
|
$
|
295,785
|
|
|
$
|
274,036
|
|
|
|
Deferred revenue - Long-term
|
Other Long-term Liabilities
|
|
35,612
|
|
|
36,029
|
|
|
DATA CENTER LESSOR CONSIDERATIONS
Our Global Data Center Business features storage rental provided to customers at contractually specified rates over a fixed contractual period. Prior to January 1, 2019, our data center revenue contracts were accounted for in accordance with ASC 840. Beginning on January 1, 2019, our data center revenue contracts are accounted for in accordance with ASU 2016-02. ASU 2016-02 provides a practical expedient which allows lessors to account for nonlease components (such as power and connectivity, in the case of our Global Data Center Business) with the related lease component if both the timing and pattern of transfer are the same for nonlease components and the lease component, and the lease component, if accounted for separately, would be classified as an operating lease. The single combined component is accounted for under ASU 2016-02 if the lease component is the predominant component and is accounted for under ASU 2014-09 if the nonlease components are the predominant components. We have elected to take this practical expedient.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
88
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Storage rental revenue, including revenue associated with power and connectivity, associated with our Global Data Center Business for the years ended December 31, 2020, 2019 and 2018 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
Storage rental revenue(1)
|
|
$
|
263,695
|
|
|
$
|
246,925
|
|
|
$
|
218,675
|
|
(1)Revenue associated with power and connectivity included within storage rental revenue was $47,451, $43,269 and $38,749 for the years ended December 31, 2020, 2019 and 2018, respectively.
The revenue related to the service component of our Global Data Center Business remains unchanged from the adoption of ASU 2016-02 and is recognized in the period the related services are provided. Our accounting treatment for data center revenue was not significantly impacted by the adoption of ASU 2016-02.
The future minimum lease payments we expect to receive under non-cancellable data center operating leases for which we are the lessor, excluding month to month leases, for the next five years are as follows:
|
|
|
|
|
|
|
|
|
|
|
YEAR
|
|
FUTURE MINIMUM LEASE PAYMENTS
|
|
2021
|
|
$
|
225,554
|
|
|
2022
|
|
183,027
|
|
|
2023
|
|
142,787
|
|
|
2024
|
|
111,106
|
|
|
2025
|
|
77,308
|
|
S. STOCK-BASED COMPENSATION
We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock units (“RSUs”), performance units (“PUs”) and shares of stock issued under our employee stock purchase plan (“ESPP”) (together, "Employee Stock-Based Awards”).
For our Employee Stock-Based Awards made on or after February 20, 2019, we have included the following retirement provision:
•Upon an employee’s retirement on or after attaining age 58, if the sum of (i) the award recipient’s age at retirement and (ii) the award recipient’s years of service with the company totals at least 70, the award recipient is entitled to continued vesting of any outstanding Employee Stock-Based Awards which include the 2019 Retirement Criteria subsequent to their retirement, provided that, for awards granted in the year of retirement, their retirement occurs on or after July 1 (the “2019 Retirement Criteria”).
•Accordingly, (i) grants of Employee Stock-Based Awards to an employee who has met the 2019 Retirement Criteria on or before the date of grant, or will meet the Retirement Criteria before July 1 of the year of the grant, will be expensed between the date of grant and July 1 of the grant year and (ii) grants of Employee Stock-Based Awards to employees who will meet the 2019 Retirement Criteria during the award’s normal vesting period will be expensed between the date of grant and the date upon which the award recipient meets the 2019 Retirement Criteria.
•Stock options and RSUs granted to recipients who meet the 2019 Retirement Criteria will continue vesting on the original vesting schedule. If an employee retires and has met the 2019 Retirement Criteria, stock options will remain exercisable for up to three years or the original expiration date of the stock options, if earlier. PUs granted to recipients who meet the 2019 Retirement Criteria will continue to vest and be delivered in accordance with the original vesting schedule of the applicable PU award and remain subject to the same performance conditions.
|
|
|
|
|
|
|
|
|
|
|
89
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Stock-based compensation expense
|
$
|
37,674
|
|
|
$
|
35,654
|
|
|
$
|
31,167
|
|
|
Stock-based compensation expense, after tax
|
36,584
|
|
|
33,103
|
|
|
28,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The substantial majority of stock-based compensation expense for Employee Stock-Based Awards is included in Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations.
STOCK OPTIONS
Options are generally granted with exercise prices equal to the market price of the stock on the date of grant; however, in certain instances, options are granted at prices greater than the market price of the stock on the date of grant. The substantial majority of options we issue become exercisable ratably over a period three years from the date of grant and have a contractual life of 10 years from the date of grant, unless the holder’s employment is terminated sooner. Our non-employee directors are considered employees for purposes of our stock option plans and stock option reporting.
The substantial majority of the stock options outstanding at December 31, 2020 are based on the three-year vesting period (10 year contractual life) described above.
Our equity compensation plans generally provide that, upon a vesting change in control (as defined in each plan), any unvested options and other awards granted thereunder shall vest immediately if an employee is terminated as a result of the change in control or terminates their own employment for good reason (as defined in each plan). On January 20, 2015, our stockholders approved the adoption of the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan, as amended (the "2014 Plan”). Under the 2014 Plan, the total amount of shares of common stock reserved and available for issuance pursuant to awards granted under the 2014 Plan is 12,750,000. The 2014 Plan permits us to continue to grant awards through May 24, 2027.
A total of 48,253,839 shares of common stock have been reserved for grants of options and other rights under our various stock incentive plans, including the 2014 Plan. The number of shares available for grant under our various stock incentive plans, not including the ESPP, at December 31, 2020 was 2,818,706.
The weighted average fair value of stock options granted in 2020, 2019 and 2018 was $2.35, $3.58 and $3.50 per share, respectively. These values were estimated on the date of grant using the Black-Scholes option pricing model. The weighted average assumptions used for grants in the years ended December 31, 2020, 2019 and 2018 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
WEIGHTED AVERAGE ASSUMPTIONS
|
|
2020
|
|
2019
|
|
2018
|
|
Expected volatility(1)
|
|
25.4
|
%
|
|
24.3
|
%
|
|
25.4
|
%
|
|
Risk-free interest rate(2)
|
|
1.45
|
%
|
|
2.47
|
%
|
|
2.65
|
%
|
|
Expected dividend yield(3)
|
|
7
|
%
|
|
7
|
%
|
|
7
|
%
|
|
Expected life(4)
|
|
10.0 years
|
|
5.0 years
|
|
5.0 years
|
(1)Expected volatility is calculated utilizing daily historical volatility over a period that equates to the expected life of the option.
(2)Risk-free interest rate is based on the United States Treasury interest rates whose term is consistent with the expected life (estimated period of time outstanding) of the stock options.
(3)Expected dividend yield is considered in the option pricing model and represents our current annualized expected per share dividends over the current trade price of our common stock.
(4)Expected life of the stock options granted is estimated using the historical exercise behavior of employees.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
90
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
A summary of stock option activity for the year ended December 31, 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTIONS
|
|
WEIGHTED
AVERAGE
EXERCISE PRICE
|
|
WEIGHTED AVERAGE
REMAINING
CONTRACTUAL
TERM (YEARS)
|
|
AGGREGATE
INTRINSIC
VALUE
|
|
Outstanding at December 31, 2019
|
4,835,721
|
|
|
$
|
35.64
|
|
|
|
|
|
|
Granted
|
589,993
|
|
|
33.32
|
|
|
|
|
|
|
Exercised
|
(204,540)
|
|
|
24.38
|
|
|
|
|
|
|
Forfeited
|
(151,230)
|
|
|
35.36
|
|
|
|
|
|
|
Expired
|
(337,425)
|
|
|
35.82
|
|
|
|
|
|
|
Outstanding at December 31, 2020
|
4,732,519
|
|
|
$
|
35.83
|
|
|
6.27
|
|
$
|
469
|
|
|
Options exercisable at December 31, 2020
|
3,439,748
|
|
|
$
|
36.40
|
|
|
5.46
|
|
$
|
469
|
|
|
Options expected to vest
|
1,266,640
|
|
|
$
|
34.28
|
|
|
8.41
|
|
$
|
—
|
|
RESTRICTED STOCK UNITS
Our RSUs generally have a vesting period of three years from the date of grant. However, RSUs granted to our non-employee directors vest immediately upon grant. All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. The fair value of RSUs is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero).
The fair value of RSUs vested during the years ended December 31, 2020, 2019 and 2018, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Fair value of RSUs vested
|
$
|
26,492
|
|
|
$
|
21,191
|
|
|
$
|
20,454
|
|
A summary of RSU activity for the year ended December 31, 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSUs
|
|
WEIGHTED-AVERAGE
GRANT-DATE FAIR VALUE
|
|
Non-vested at December 31, 2019
|
1,203,599
|
|
|
$
|
34.71
|
|
|
Granted
|
1,078,124
|
|
|
31.68
|
|
|
Vested
|
(792,083)
|
|
|
33.45
|
|
|
Forfeited
|
(195,634)
|
|
|
34.28
|
|
|
Non-vested at December 31, 2020
|
1,294,006
|
|
|
$
|
33.02
|
|
PERFORMANCE UNITS
The PUs we issue vest based on our performance against predefined operational and share based targets. PUs granted in 2018 vest based on targets for revenue, Adjusted EBITDA, and total return on our common stock in relation to the MSCI United States REIT Index ("TSR Target") and the number of PUs earned may range from 0% to 200% of the initial award. For awards granted in 2019 and thereafter, the vesting is subject to a minimum level of return on invested capital (“ROIC”) in the third year of the performance period, and thereafter the number of PUs earned is based on (i) the revenue performance for each year averaged at the end of the three-year performance period, (ii) the revenue exit rate of new products in the last quarter of the three-year performance period and (iii) a TSR Target. With respect to the PUs granted in 2019 and thereafter, the number of PUs earned may range from 0% to 219% of the initial award.
|
|
|
|
|
|
|
|
|
|
|
91
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. As detailed above, PUs granted:
•On or after February 20, 2019, are subject to the 2019 Retirement Criteria. PUs granted to recipients who meet the 2019 Retirement Criteria will continue to vest and be delivered in accordance with the original vesting schedule of the applicable PU award and remain subject to the same performance conditions.
•Prior to February 20, 2019, employees who terminate their employment during the three-year performance period and on or after attaining age 55 and completing 10 years of qualifying service are eligible for pro-rated vesting, subject to the actual achievement against the predefined targets or a market condition as discussed above, based on the number of full years of service completed following the grant date (but delivery of the shares remains deferred).
As a result, PUs are generally expensed over the three-year performance period.
All PUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the settlement date of the associated PU and will be forfeited if the PU does not vest.
During the years ended December 31, 2020, 2019 and 2018, we issued 425,777, 380,856 and 353,507 PUs, respectively. We forecast the likelihood of achieving the predefined targets for our PUs in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the performance period) or the actual PUs earned (at the three-year anniversary of the grant date) over the vesting period for each of the awards. The fair value of PUs based on our performance against predefined targets is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero). For PUs earned based on a market condition, we utilize a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value is expensed over the three-year performance period. As of December 31, 2020, we expected 100%, 100% and 0% achievement of the predefined targets associated with the awards of PUs made in 2020, 2019 and 2018, respectively.
The fair value of earned PUs that vested during the years ended December 31, 2020, 2019 and 2018, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Fair value of earned PUs that vested
|
$
|
11,812
|
|
|
$
|
6,503
|
|
|
$
|
3,117
|
|
A summary of PU activity for the year ended December 31, 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ORIGINAL
PU AWARDS
|
|
PU
ADJUSTMENT(1)
|
|
TOTAL PU
AWARDS
|
|
WEIGHTED-AVERAGE
GRANT-DATE
FAIR VALUE
|
|
Non-vested at December 31, 2019
|
1,113,691
|
|
|
(314,798)
|
|
|
798,893
|
|
|
$
|
36.56
|
|
|
Granted
|
425,777
|
|
|
—
|
|
|
425,777
|
|
|
34.85
|
|
|
Vested
|
(316,730)
|
|
|
—
|
|
|
(316,730)
|
|
|
37.29
|
|
|
Forfeited/Performance or Market Conditions Not Achieved
|
(149,529)
|
|
|
(4,710)
|
|
|
(154,239)
|
|
|
28.28
|
|
|
Non-vested at December 31, 2020
|
1,073,209
|
|
|
(319,508)
|
|
|
753,701
|
|
|
$
|
36.98
|
|
(1)Represents an increase or decrease in the number of original PUs awarded based on either the final performance criteria or market condition achievement at the end of the performance period of such PUs or a change in estimated awards based on the forecasted performance against the predefined targets.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
92
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EMPLOYEE STOCK PURCHASE PLAN
We offer an ESPP in which participation is available to substantially all United States and Canadian employees who meet certain service eligibility requirements. The ESPP provides for the purchase of our common stock by eligible employees through successive offering periods. We have historically had two six-month offering periods per year, the first of which generally runs from June 1 through November 30 and the second of which generally runs from December 1 through May 31. During each offering period, participating employees accumulate after-tax payroll contributions, up to a maximum of 15% of their compensation, to pay the purchase price at the end of the offering. Participating employees may withdraw from an offering before the purchase date and obtain a refund of the amounts withheld as payroll deductions. At the end of the offering period, outstanding options under the ESPP are exercised, and each employee’s accumulated contributions are used to purchase our common stock. The price for shares purchased under the ESPP is 95% of the fair market price at the end of the offering period, without a look-back feature. As a result, we do not recognize compensation expense for the ESPP shares purchased. For the years ended December 31, 2020, 2019 and 2018, there were 159,853, 129,505 and 119,123 shares, respectively, purchased under the ESPP. As of December 31, 2020, we have 216,287 shares available under the ESPP.
________________________________________________________
As of December 31, 2020, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $39,056 and is expected to be recognized over a weighted-average period of 1.7 years.
We issue shares of our common stock for the exercises of stock options, and the vesting of RSUs, PUs and shares of our common stock under our ESPP from unissued reserved shares.
T. OTHER EXPENSE (INCOME), NET
Consolidated other expense (income), net for the years ended December 31, 2020, 2019 and 2018 consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Foreign currency transaction losses (gains), net(1)
|
$
|
29,830
|
|
|
$
|
24,852
|
|
|
$
|
(15,567)
|
|
|
Debt extinguishment expense
|
68,300
|
|
|
—
|
|
|
—
|
|
|
Other, net(2)
|
45,415
|
|
|
9,046
|
|
|
3,875
|
|
|
Other Expense (Income), Net
|
$
|
143,545
|
|
|
$
|
33,898
|
|
|
$
|
(11,692)
|
|
(1)The gain or loss on foreign currency transactions, calculated as the difference between the historical exchange rate and the exchange rate at the applicable measurement date, includes gains or losses primarily related to (i) borrowings in certain foreign currencies under our Revolving Credit Facility (as defined in Note 6), (ii) our previously outstanding Euro Notes (as defined in Note 6), (iii) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested and (iv) amounts that are paid or received on the net settlement amount from forward contracts (as more fully discussed in Note 5).
(2)Other, net for the year ended December 31, 2020 consists primarily of changes in the estimated value of our mandatorily redeemable noncontrolling interests as well as losses on our equity method investments.
U. INCOME TAXES
Accounting for income taxes requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax and financial reporting bases of assets and liabilities and for loss and credit carryforwards. Valuation allowances are provided when recovery of deferred tax assets does not meet the more likely than not standard as defined in GAAP. We have elected to recognize interest and penalties associated with uncertain tax positions as a component of the Provision (benefit) for income taxes in the accompanying Consolidated Statements of Operations.
|
|
|
|
|
|
|
|
|
|
|
93
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
V. INCOME (LOSS) PER SHARE—BASIC AND DILUTED
Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as stock options, RSUs, PUs, warrants or convertible securities) that were outstanding during the period, unless the effect is antidilutive.
The calculation of basic and diluted income (loss) per share for the years ended December 31, 2020, 2019 and 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Income (loss) from continuing operations
|
$
|
343,096
|
|
|
$
|
268,211
|
|
|
$
|
367,558
|
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
403
|
|
|
938
|
|
|
1,198
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations (utilized in numerator of Earnings Per Share calculation)
|
342,693
|
|
|
267,273
|
|
|
366,360
|
|
|
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
104
|
|
|
(12,427)
|
|
|
Net income (loss) attributable to Iron Mountain Incorporated
|
$
|
342,693
|
|
|
$
|
267,377
|
|
|
$
|
353,933
|
|
|
Weighted-average shares—basic
|
288,183,000
|
|
|
286,971,000
|
|
|
285,913,000
|
|
|
Effect of dilutive potential stock options
|
24,903
|
|
|
145,509
|
|
|
234,558
|
|
|
Effect of dilutive potential RSUs and PUs
|
435,287
|
|
|
570,435
|
|
|
505,030
|
|
|
|
|
|
|
|
|
|
Weighted-average shares—diluted
|
288,643,190
|
|
|
287,686,944
|
|
|
286,652,588
|
|
|
Earnings (losses) per share—basic:
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
$
|
1.19
|
|
|
$
|
0.93
|
|
|
$
|
1.28
|
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.04)
|
|
|
Net income (loss) attributable to Iron Mountain Incorporated(1)
|
$
|
1.19
|
|
|
$
|
0.93
|
|
|
$
|
1.24
|
|
|
Earnings (losses) per share—diluted:
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
$
|
1.19
|
|
|
$
|
0.93
|
|
|
$
|
1.28
|
|
|
(Loss) income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(0.04)
|
|
|
Net income (loss) attributable to Iron Mountain Incorporated(1)
|
$
|
1.19
|
|
|
$
|
0.93
|
|
|
$
|
1.23
|
|
|
Antidilutive stock options, RSUs and PUs, excluded from the calculation
|
5,663,981
|
|
|
4,475,745
|
|
|
3,258,078
|
|
(1)Columns may not foot due to rounding.
W. NEW ACCOUNTING PRONOUNCEMENTS
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement of our financial assets and liabilities among the three levels of the fair value hierarchy. We adopted ASU 2018-13 on January 1, 2020. ASU 2018-13 did not have a material impact on our consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
94
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
OTHER AS YET ADOPTED ACCOUNTING PRONOUNCEMENTS
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions, for a limited period of time, to ease the potential burden of recognizing the effects of reference rate reform on financial reporting. The amendments in ASU 2020-04 apply to contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to the global transition away from LIBOR and certain other interbank offered rates. An entity may elect to apply the amendments provided by ASU 2020-04 beginning March 12, 2020 through December 31, 2022. We are currently evaluating these amendments as they relate to our contracts, hedging relationships and other transactions that reference LIBOR, as well as the impact of ASU 2020-04 on our consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for us on January 1, 2021. We do not expect that ASU 2019-12 will have a material impact on our consolidated financial statements.
3. ACQUISITIONS AND JOINT VENTURES
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.
A. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2020
Prior to January 9, 2020, we owned a 25% equity interest in OSG Records Management (Europe) Limited ("OSG"). On January 9, 2020, we acquired the remaining 75% equity interest in OSG for cash consideration of approximately $95,500 (the "OSG Acquisition"). The OSG Acquisition enabled us to extend our Global RIM Business in Russia, Ukraine, Kazakhstan, Belarus, and Armenia. The results of OSG are fully consolidated within our consolidated financial statements from the closing date of the OSG Acquisition. In connection with the OSG Acquisition, our previously held 25% equity investment in OSG was remeasured to fair value at the closing date of the OSG Acquisition; as a result, we recorded a gain of approximately $10,000 during the first quarter of 2020, which is included as a component of Other expense (income), net on our Consolidated Statements of Operations. The fair value of the 25% equity investment in OSG was determined based on the purchase price of the OSG Acquisition.
On February 17, 2020, in order to enhance our existing operations in the United Arab Emirates, we acquired Glenbeigh Records Management DWC-LLC, a storage and records management company, for total cash consideration of approximately $29,100.
B. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2019
During the year ended December 31, 2019, in order to enhance our existing operations in the United States, Colombia, Germany, Hong Kong, Latvia, Slovakia, Switzerland, Thailand and the United Kingdom and to expand our operations into Bulgaria, we completed the acquisition of 10 storage and records management companies and one art storage company for total cash consideration of approximately $51,000. The individual purchase prices of these acquisitions ranged from approximately $700 to $12,500.
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|
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|
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|
95
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
3. ACQUISITIONS AND JOINT VENTURES (CONTINUED)
C. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2018
ACQUISITION OF IO DATA CENTERS
On January 10, 2018, we completed the acquisition of the United States operations of IODC, a leading data center colocation space and solutions provider based in Phoenix, Arizona, including the land and buildings associated with four data centers in Phoenix and Scottsdale, Arizona; Edison, New Jersey; and Columbus, Ohio (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, net of amortization, is reported as a third-party commissions asset as a component of Other within Other assets, net in our Consolidated Balance Sheets at December 31, 2020 and 2019.
OTHER 2018 NOTEWORTHY ACQUISITIONS
On May 25, 2018, in order to further expand our data center operations in Europe, we acquired EvoSwitch Netherlands B.V. and EvoSwitch Global Services B.V., a data center colocation space and solutions provider with a data center in Amsterdam (the “EvoSwitch Transaction”), for (i) cash consideration of 189,000 Euros (or approximately $222,000, based upon the exchange rate between the Euro and the United States dollar on the closing date of the EvoSwitch Transaction) and (ii) $25,000 of additional consideration in the form of future services we will provide to the seller, which is included in purchase price holdbacks and other in the allocation of the purchase price paid table below.
On March 8, 2018, in order to expand our data center operations into Europe and Asia, we acquired the operations of two data centers in London and Singapore from Credit Suisse International and Credit Suisse AG (together, “Credit Suisse”) for a total of (i) 34,600 British pounds sterling and (ii) 81,000 Singapore dollars (or collectively, approximately $111,400, based upon the exchange rates between the United States dollar and the British pound sterling and Singapore dollar on the closing date of the Credit Suisse transaction) (the “Credit Suisse Transaction”). As part of the Credit Suisse Transaction, Credit Suisse entered into a long-term lease with us to maintain existing data center operations.
In addition to the transactions noted above, during 2018, in order to enhance our existing operations in the United States, Brazil, China, India, Ireland, Philippines, South Korea and the United Kingdom and to expand our operations into Croatia, we completed the acquisition of 11 storage and records management companies and three art storage companies for total consideration of approximately $98,100. The individual purchase prices of these acquisitions ranged from approximately $1,000 to $34,100.
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|
|
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|
|
|
|
|
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|
|
IRON MOUNTAIN 2020 FORM 10-K
|
96
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
3. ACQUISITIONS AND JOINT VENTURES (CONTINUED)
D. PURCHASE PRICE ALLOCATION
A summary of the cumulative consideration paid and the allocation of the purchase price paid for all of our acquisitions in each respective year is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
TOTAL
|
|
TOTAL
|
|
IODC
TRANSACTION
|
|
OTHER FISCAL
YEAR 2018
ACQUISITIONS
|
|
TOTAL
|
|
|
Cash Paid (gross of cash acquired)(1)
|
$
|
124,614
|
|
|
$
|
53,230
|
|
|
$
|
1,347,046
|
|
|
$
|
432,078
|
|
|
$
|
1,779,124
|
|
|
|
Purchase Price Holdbacks and Other(2)
|
—
|
|
|
4,135
|
|
|
—
|
|
|
35,218
|
|
|
35,218
|
|
|
|
Fair Value of Investments Applied to Acquisitions
|
27,276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total Consideration
|
151,890
|
|
|
57,365
|
|
|
1,347,046
|
|
|
467,296
|
|
|
1,814,342
|
|
|
|
Fair Value of Identifiable Assets Acquired:
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
6,545
|
|
|
2,260
|
|
|
34,307
|
|
|
10,227
|
|
|
44,534
|
|
|
|
Accounts Receivable, Prepaid Expenses and Other Assets
|
16,559
|
|
|
3,102
|
|
|
7,070
|
|
|
17,662
|
|
|
24,732
|
|
|
|
Property, Plant and Equipment(3)
|
52,021
|
|
|
5,396
|
|
|
863,027
|
|
|
225,848
|
|
|
1,088,875
|
|
|
|
Customer Relationship Intangible Assets(4)
|
79,065
|
|
|
22,071
|
|
|
—
|
|
|
44,622
|
|
|
44,622
|
|
|
|
Operating Lease Right-of-Use Assets
|
100,040
|
|
|
16,956
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Data Center In-Place Leases(5)
|
—
|
|
|
—
|
|
|
104,340
|
|
|
36,130
|
|
|
140,470
|
|
|
|
Data Center Tenant Relationships(6)
|
—
|
|
|
—
|
|
|
77,362
|
|
|
18,410
|
|
|
95,772
|
|
|
|
Data Center Above-Market Leases(7)
|
—
|
|
|
—
|
|
|
16,439
|
|
|
2,381
|
|
|
18,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Assumed
|
(27,363)
|
|
|
—
|
|
|
—
|
|
|
(12,312)
|
|
|
(12,312)
|
|
|
|
Accounts Payable, Accrued Expenses and Other Liabilities
|
(19,564)
|
|
|
(3,233)
|
|
|
(36,230)
|
|
|
(17,206)
|
|
|
(53,436)
|
|
|
|
Operating Lease Liabilities
|
(100,040)
|
|
|
(16,956)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Deferred Income Taxes
|
(9,631)
|
|
|
(1,813)
|
|
|
—
|
|
|
(43,218)
|
|
|
(43,218)
|
|
|
|
Data Center Below-Market Leases(7)
|
—
|
|
|
—
|
|
|
(11,421)
|
|
|
(694)
|
|
|
(12,115)
|
|
|
|
Total Fair Value of Identifiable Net Assets Acquired
|
97,632
|
|
|
27,783
|
|
|
1,054,894
|
|
|
281,850
|
|
|
1,336,744
|
|
|
|
Goodwill Initially Recorded(8)
|
$
|
54,258
|
|
|
$
|
29,582
|
|
|
$
|
292,152
|
|
|
$
|
185,446
|
|
|
$
|
477,598
|
|
|
(1)Cash paid for acquisitions, net of cash acquired in our Consolidated Statement of Cash Flows includes contingent and other payments of $512, $7,267 and $23,967 for the years ended December 31, 2020, 2019 and 2018, respectively, related to acquisitions made in the years prior to 2020, 2019 and 2018, respectively.
(2)Purchase price holdbacks and other includes $18,824 purchase price accrued for the EvoSwitch Transaction in 2018.
(3)Consists primarily of buildings, building improvements, leasehold improvements, data center infrastructure, racking structures, warehouse equipment and computer hardware and software.
(4)The weighted average lives of Customer Relationship Intangible Assets associated with acquisitions in 2020, 2019 and 2018 was 14 years, 16 years and 10 years, respectively.
(5)The weighted average lives of Data Center In-Place Leases associated with acquisitions in 2018 was six years.
(6)The weighted average lives of Data Center Tenant Relationships associated with acquisitions in 2018 was nine years.
(7)The weighted average lives of Data Center Above-Market Leases associated with acquisitions in 2018 was three years and the weighted average lives of data center below-market leases associated with acquisitions in 2018 was seven years.
(8)The goodwill associated with acquisitions, including IODC, is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of our business and the acquired businesses.
|
|
|
|
|
|
|
|
|
|
|
97
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
3. ACQUISITIONS AND JOINT VENTURES (CONTINUED)
Allocations of the purchase price for acquisitions are based on estimates of the fair value of the net assets acquired and are subject to adjustment upon the finalization of the purchase price allocations. The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The estimates and assumptions underlying the initial valuations are subject to the collection of information necessary to complete the valuations within the measurement periods, which are up to one year from the respective acquisition dates.
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 fourth quarter of 2020 and year ended December 31, 2020 were not material to our results from operations.
JOINT VENTURES
A. FRANKFURT DATA CENTER JOINT VENTURE
In October 2020, we formed a joint venture (the “Frankfurt JV”) with AGC Equity Partners (“AGC”) to design and develop a 280,000 square foot, 27 megawatt, hyperscale data center currently under development in Frankfurt, Germany (the “Frankfurt JV Transaction”). AGC acquired an 80% equity interest in the Frankfurt JV, while we retained a 20% equity interest (the "Frankfurt JV Investment"). The total cash consideration for the 80% equity interest sold to AGC was approximately $105,000. We received approximately $93,300 (gross of certain transaction expenses) upon the closing of the Frankfurt JV, and we are entitled to receive an additional approximately $11,700 upon the completion of development of the data center, which we expect to occur in the second quarter of 2021. In connection with the Frankfurt JV Transaction, we also entered into agreements whereby we will earn various fees, including property management and construction and development fees, for services we are providing to the Frankfurt JV.
As a result of the Frankfurt JV Transaction, we recognized a gain of approximately $24,100, representing the excess of the fair value of the consideration received over the carrying value of the assets, which consisted primarily of land and land development assets which were previously included within our Global Data Center Business segment.
We account for our Frankfurt JV Investment as an equity method investment. At the closing date of the Frankfurt JV Transaction, the fair value of the Frankfurt JV Investment was approximately $23,300. The carrying value of our Frankfurt JV Investment at December 31, 2020 was $26,500, which is presented as a component of Other within Other assets, net in our Consolidated Balance Sheet.
B. MAKESPACE JOINT VENTURE
In March 2019, we formed a joint venture entity (the “MakeSpace JV”) with MakeSpace Labs, Inc., a consumer storage provider (“MakeSpace”). In the second quarter of 2020, we committed to participate in a round of equity funding for the MakeSpace JV whereby we agreed to contribute $36,000 of the $45,000 being raised in installments beginning in May 2020 through October 2021. We account for our investment in the MakeSpace JV as an equity method investment. At December 31, 2020 and 2019, we owned approximately 39% and 34%, respectively, of the outstanding equity in the MakeSpace JV, and the carrying value of our investment in the MakeSpace JV at December 31, 2020 and 2019 was $16,924 and $18,570, respectively, which is presented as a component of Other within Other assets, net in our Consolidated Balance Sheets. See Note 4 for additional detail on the divestment of our consumer storage business that was completed in conjunction with the formation of the MakeSpace JV.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
98
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
4. DIVESTMENTS
In March 2019, we contributed our customer contracts and certain intellectual property and other assets used by us to operate our consumer storage business in the United States and Canada (the “IM Consumer Storage Assets”) and approximately $20,000 in cash (gross of certain transaction expenses) (the “Cash Contribution”) to the MakeSpace JV (the "Consumer Storage Transaction"), established by us and MakeSpace. Upon the closing of the Consumer Storage Transaction on March 19, 2019, the MakeSpace JV owned (i) the IM Consumer Storage Assets, (ii) the Cash Contribution and (iii) the customer contracts, intellectual property and certain other assets used by MakeSpace to operate its consumer storage business in the United States. As part of the Consumer Storage Transaction, we received an initial equity interest of approximately 34% in the MakeSpace JV (the "MakeSpace Investment"). In connection with the Consumer Storage Transaction and the investment in the MakeSpace JV, we also entered into a storage and service agreement with the MakeSpace JV to provide certain storage and related services to the MakeSpace JV (see Note 11).
We have concluded that the divestment of the IM Consumer Storage Assets in the Consumer Storage Transaction does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as our decision to divest this business does not represent a strategic shift that will have a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with this business are presented as a component of Income (loss) from continuing operations in our Consolidated Statements of Operations for the year ended December 31, 2019 through the closing date of the Consumer Storage Transaction and for the year ended December 31, 2018 and the cash flows associated with this business are presented as a component of cash flows from continuing operations in our Consolidated Statements of Cash Flows for the year ended December 31, 2019 through the closing date of the Consumer Storage Transaction and for the year ended December 31, 2018.
As a result of the Consumer Storage Transaction, we recorded a gain on sale of approximately $4,200 to Other expense (income), net, in the first quarter of 2019, representing the excess of the fair value of the consideration received over the sum of (i) the carrying value of our consumer storage operations and (ii) the Cash Contribution.
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Derivative instruments we are party to include: (i) interest rate swap agreements (which are designated as cash flow hedges), (ii) cross-currency swap agreements (which are designated as net investment hedges) and (iii) foreign exchange currency forward contracts (which are not designated as hedges).
INTEREST RATE SWAP AGREEMENTS DESIGNATED AS CASH FLOW HEDGES
In March 2018, we entered into interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. As of December 31, 2020 and 2019, we had $350,000 in notional value of interest rate swap agreements outstanding, which expire in March 2022. Under the interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon one-month LIBOR, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements.
In July 2019, we entered into forward-starting interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness once our current interest rate swap agreements expire in March 2022. The forward-starting interest rate swap agreements have $350,000 in notional value, commence in March 2022 and expire in March 2024. Under the swap agreements, we will receive variable rate interest payments based upon one-month LIBOR, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements.
We have designated these interest rate swap agreements, including the forward-starting interest rate swap agreements, as cash flow hedges. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities.
|
|
|
|
|
|
|
|
|
|
|
99
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
CROSS-CURRENCY SWAP AGREEMENTS DESIGNATED AS A HEDGE OF NET INVESTMENT
In August 2019, we entered into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. Under the terms of the cross-currency swap agreements we notionally exchanged approximately $110,000 at an interest rate of 6.0% for approximately 99,055 Euros at a weighted average interest rate of approximately 3.65%. These cross-currency swap agreements expire in August 2023 (“August 2023 Cross Currency Swap Agreements”).
In September 2020, we entered into cross-currency swap agreements to hedge the variability of exchange rates impacts between the United States dollar and the Euro. Under the terms of the cross-currency swap agreements, we notionally exchanged approximately $359,200 at an interest rate of 4.5% for approximately 300,000 Euros at a weighted average interest rate of approximately 3.4%. These cross-currency swap agreements expire in February 2026 (“February 2026 Cross Currency Swap Agreements”).
We have designated these cross-currency swap agreements as hedge of net investments against certain of our Euro denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities.
FOREIGN EXCHANGE CURRENCY FORWARD CONTRACTS NOT DESIGNATED AS HEDGING INSTRUMENTS
On occasion, we enter into forward contracts to hedge our exposures associated with certain foreign currencies. We have not designated any of these forward contracts as hedges. Our policy is to record the fair value of each derivative instrument on a gross basis. As of December 31, 2020 and 2019, we had no outstanding forward contracts.
(Liabilities) assets recognized in our Consolidated Balance Sheets as of December 31, 2020 and 2019 by derivative instrument are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DERIVATIVE INSTRUMENT(1)
|
|
DECEMBER 31, 2020
|
|
DECEMBER 31, 2019
|
|
Cash Flow Hedges(2)
|
|
|
|
|
|
Interest Rate Swap Agreements
|
|
$
|
(21,062)
|
|
|
$
|
(8,774)
|
|
|
Net Investment Hedges(3)
|
|
|
|
|
|
August 2023 Cross Currency Swap Agreements
|
|
(8,229)
|
|
|
(982)
|
|
|
February 2026 Cross Currency Swap Agreements
|
|
(20,412)
|
|
|
—
|
|
(1)Our derivative assets are included as a component of Other within Other assets, net and our derivative liabilities are included as a component of Other long-term liabilities in our Consolidated Balance Sheets.
(2)As of December 31, 2020, cumulative net losses of $21,062 are recorded within Accumulated other comprehensive items, net associated with these interest rate swap agreements.
(3)As of December 31, 2020, cumulative net losses of $28,641 are recorded within Accumulated other comprehensive items, net associated with these cross currency swap agreements.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
100
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
Losses (gains) recognized during the years ending December 31, 2020, 2019 and 2018, by derivative instrument, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
DERIVATIVE INSTRUMENT
|
|
2020
|
|
2019
|
|
2018
|
|
Derivative Instruments Designated as Hedging Instruments(1)
|
|
|
|
|
|
|
|
Cash Flow Hedges
|
|
|
|
|
|
|
|
Interest Rate Swap Agreements
|
|
$
|
12,288
|
|
|
$
|
7,801
|
|
|
$
|
973
|
|
|
Net Investment Hedges
|
|
|
|
|
|
|
|
August 2023 Cross Currency Swap Agreements
|
|
7,247
|
|
|
982
|
|
|
—
|
|
|
February 2026 Cross Currency Swap Agreements
|
|
20,412
|
|
|
—
|
|
|
—
|
|
|
Derivative Instruments Not Designated as Hedging Instruments(2)
|
|
|
|
|
|
|
|
Foreign Exchange Currency Forward Contracts
|
|
—
|
|
|
737
|
|
|
4,954
|
|
(1)These amounts are recognized as unrealized losses (gains), a component of Accumulated other comprehensive items, net.
(2)These amounts are recognized as foreign exchange losses (gains), a component of Other expense (income), net. Net cash payments (receipts) included in cash from operating activities related to settlements associated with foreign currency forward contracts for the years ended December 31, 2020, 2019 and 2018 are $0, $737 and $5,797, respectively.
EURO NOTES DESIGNATED AS A HEDGE OF NET INVESTMENT
Prior to their redemption in August 2020, we designated a portion of our Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. From January 1, 2020 through the date of redemption and for the years ended December 31, 2019 and 2018 we designated, on average, 300,000, 284,986 and 224,424 Euros, respectively, of our Euro Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we recorded the following foreign exchange losses (gains) related to the change in fair value of such debt due to currency translation adjustments as a component of Accumulated other comprehensive items, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Foreign exchange losses (gains) associated with net investment hedge
|
$
|
17,005
|
|
|
$
|
6,003
|
|
|
$
|
11,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2020, cumulative net gains of $3,256, net of tax, are recorded in Accumulated other comprehensive items, net associated with this net investment hedge.
|
|
|
|
|
|
|
|
|
|
|
101
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
6. DEBT
Long-term debt is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 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)
|
|
$
|
—
|
|
|
$
|
(8,620)
|
|
|
$
|
(8,620)
|
|
|
$
|
—
|
|
|
|
$
|
348,808
|
|
|
$
|
(12,053)
|
|
|
$
|
336,755
|
|
|
$
|
348,808
|
|
|
Term Loan A(1)
|
|
215,625
|
|
|
—
|
|
|
215,625
|
|
|
215,625
|
|
|
|
228,125
|
|
|
—
|
|
|
228,125
|
|
|
228,125
|
|
|
Term Loan B(1)(2)
|
|
679,621
|
|
|
(6,244)
|
|
|
673,377
|
|
|
680,750
|
|
|
|
686,395
|
|
|
(7,493)
|
|
|
678,902
|
|
|
686,890
|
|
|
Australian Dollar Term Loan (the “AUD Term Loan”)(3)(4)
|
|
243,152
|
|
|
(1,624)
|
|
|
241,528
|
|
|
244,014
|
|
|
|
226,924
|
|
|
(2,313)
|
|
|
224,611
|
|
|
228,156
|
|
|
UK Bilateral Revolving Credit Facility(4)
|
|
191,101
|
|
|
(1,307)
|
|
|
189,794
|
|
|
191,101
|
|
|
|
184,601
|
|
|
(1,801)
|
|
|
182,800
|
|
|
184,601
|
|
|
43/8% Senior Notes due 2021 (the “43/8% Notes”)(5)(6)(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
500,000
|
|
|
(2,436)
|
|
|
497,564
|
|
|
503,450
|
|
|
6% Senior Notes due 2023 (the “6% Notes”)(5)(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
600,000
|
|
|
(4,027)
|
|
|
595,973
|
|
|
613,500
|
|
|
53/8% CAD Senior Notes due 2023 (the “CAD Notes”)(5)(7)(8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
192,058
|
|
|
(2,071)
|
|
|
189,987
|
|
|
199,380
|
|
|
53/4% Senior Subordinated Notes due 2024 (the “53/4% Notes”)(5)(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,000,000
|
|
|
(6,409)
|
|
|
993,591
|
|
|
1,010,625
|
|
|
3% Euro Senior Notes due 2025 (the “Euro Notes”)(5)(6)(7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
336,468
|
|
|
(3,462)
|
|
|
333,006
|
|
|
345,660
|
|
|
37/8% GBP Senior Notes due 2025 (the “GBP Notes “)(5)(7)(9)
|
|
546,003
|
|
|
(4,983)
|
|
|
541,020
|
|
|
553,101
|
|
|
|
527,432
|
|
|
(5,809)
|
|
|
521,623
|
|
|
539,892
|
|
|
53/8% Senior Notes due 2026 (the “53/8% Notes”)(5)(7)(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
250,000
|
|
|
(2,756)
|
|
|
247,244
|
|
|
261,641
|
|
|
47/8% Senior Notes due 2027 (the “47/8% Notes due 2027”)(5)(6)(7)
|
|
1,000,000
|
|
|
(9,598)
|
|
|
990,402
|
|
|
1,046,250
|
|
|
|
1,000,000
|
|
|
(11,020)
|
|
|
988,980
|
|
|
1,029,475
|
|
|
51/4% Senior Notes due 2028 (the “51/4% Notes due 2028”)(5)(6)(7)
|
|
825,000
|
|
|
(8,561)
|
|
|
816,439
|
|
|
868,313
|
|
|
|
825,000
|
|
|
(9,742)
|
|
|
815,258
|
|
|
859,598
|
|
|
5% Senior Notes due 2028 (the “5% Notes”)(5)(6)(7)
|
|
500,000
|
|
|
(5,486)
|
|
|
494,514
|
|
|
523,125
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47/8% Senior Notes due 2029 (the “47/8% Notes due 2029”)(5)(6)(7)
|
|
1,000,000
|
|
|
(12,658)
|
|
|
987,342
|
|
|
1,050,000
|
|
|
|
1,000,000
|
|
|
(14,104)
|
|
|
985,896
|
|
|
1,015,640
|
|
|
51/4% Senior Notes due 2030 (the “51/4% Notes due 2030”)(5)(6)(7)
|
|
1,300,000
|
|
|
(14,416)
|
|
|
1,285,584
|
|
|
1,400,750
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41/2% Senior Notes due 2031 (the “41/2% Notes”)(5)(6)(7)
|
|
1,100,000
|
|
|
(12,648)
|
|
|
1,087,352
|
|
|
1,138,500
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55/8% Senior Notes due 2032 (the “55/8% Notes”)(5)(6)(7)
|
|
600,000
|
|
|
(6,727)
|
|
|
593,273
|
|
|
660,000
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Real Estate Mortgages, Financing Lease Liabilities and Other(11)
|
|
511,922
|
|
|
(1,086)
|
|
|
510,836
|
|
|
511,922
|
|
|
|
573,671
|
|
|
(1,388)
|
|
|
572,283
|
|
|
623,671
|
|
|
Accounts Receivable Securitization Program(12)
|
|
85,000
|
|
|
(152)
|
|
|
84,848
|
|
|
85,000
|
|
|
|
272,062
|
|
|
(81)
|
|
|
271,981
|
|
|
272,062
|
|
|
Total Long-term Debt
|
|
8,797,424
|
|
|
(94,110)
|
|
|
8,703,314
|
|
|
|
|
|
8,751,544
|
|
|
(86,965)
|
|
|
8,664,579
|
|
|
|
|
Less Current Portion
|
|
(193,759)
|
|
|
—
|
|
|
(193,759)
|
|
|
|
|
|
(389,013)
|
|
|
—
|
|
|
(389,013)
|
|
|
|
|
Long-term Debt, Net of Current Portion
|
|
$
|
8,603,665
|
|
|
$
|
(94,110)
|
|
|
$
|
8,509,555
|
|
|
|
|
|
$
|
8,362,531
|
|
|
$
|
(86,965)
|
|
|
$
|
8,275,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
102
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
6. DEBT (CONTINUED)
(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.o.) 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, 2020 and 2019.
(2)The amount of debt for the Term Loan B (as defined below) reflects an unamortized original issue discount of $1,129 and $1,355 as of December 31, 2020 and 2019, respectively.
(3)The amount of debt for the AUD Term Loan reflects an unamortized original issue discount of $862 and $1,232 as of December 31, 2020 and 2019, respectively.
(4)The fair value (Level 3 of fair value hierarchy described at Note 2.o.) 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.o.) of these debt instruments are based on quoted market prices for these notes on December 31, 2020 and 2019, respectively.
(6)Collectively, the “Parent Notes". IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior basis, 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.
(7)Collectively, the “Unregistered Notes". 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 was the direct obligor on the CAD Notes, which were fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees were joint and several obligations of IMI and the Guarantors.
(9)Iron Mountain (UK) PLC (“IM UK”) is the direct obligor on the GBP Notes, 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.
(10)Iron Mountain US Holdings, Inc., one of the Guarantors, was the direct obligor on the 53/8% Notes, which were fully and unconditionally guaranteed, on a senior basis, by IMI and the other Guarantors. These guarantees were joint and several obligations of IMI and such Guarantors.
(11)We believe the fair value (Level 3 of fair value hierarchy described at Note 2.o.) of this debt approximates its carrying value. This debt includes the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31, 2020
|
|
DECEMBER 31, 2019
|
|
Real estate mortgages(i)
|
$
|
71,673
|
|
|
$
|
77,036
|
|
|
Financing lease liabilities(ii)
|
366,311
|
|
|
367,182
|
|
|
Other notes and other obligations(iii)
|
73,938
|
|
|
129,453
|
|
|
|
$
|
511,922
|
|
|
$
|
573,671
|
|
(i)Bear interest at approximately 3.3% and 3.9% at December 31, 2020 and 2019, respectively, and includes $50,000 outstanding under our Mortgage Securitization Program at both December 31, 2020 and 2019.
(ii)Bear a weighted average interest rate of 5.9% and 5.7% at December 31, 2020 and 2019, respectively.
(iii)These notes and other obligations, which were assumed by us as a result of certain acquisitions bear a weighted average interest rate of 10.7% and 10.8% at December 31, 2020 and 2019, respectively.
(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.o.) of this debt approximates its carrying value.
|
|
|
|
|
|
|
|
|
|
|
103
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
6. DEBT (CONTINUED)
A. CREDIT AGREEMENT
Our credit agreement (the "Credit Agreement") consists of a revolving credit facility (the “Revolving Credit Facility”) and a term loan (the “Term Loan A”). The Revolving Credit Facility enables IMI and certain of its United States and foreign subsidiaries to borrow in United States dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling and Euros, among other currencies) in an aggregate outstanding amount not to exceed $1,750,000. Under the Credit Agreement, we have the option to request additional commitments of up to $1,260,000, in the form of term loans or through increased commitments under the Revolving Credit Facility, subject to the conditions specified in the Credit Agreement. The Credit Agreement is scheduled to mature on June 4, 2023, at which point all obligations become due. The original principal amount of the Term Loan A was $250,000 and is to be paid in quarterly installments in an amount equal to $3,125 per quarter, with the remaining balance due on June 4, 2023.
On December 20, 2019, we entered into an amendment to the Credit Agreement. This amendment amended the definition of EBITDA and certain other definitions and restrictive covenants contained in the Credit Agreement.
IMI and the Guarantors guarantee all obligations under the Credit Agreement. The interest rate on borrowings under the Credit Agreement varies depending on our choice of interest rate and currency options, plus an applicable margin, which varies based on our consolidated leverage ratio. Additionally, the Credit Agreement requires the payment of a commitment fee on the unused portion of the Revolving Credit Facility, which fee ranges from between 0.25% to 0.4% based on our consolidated leverage ratio and fees associated with outstanding letters of credit. As of December 31, 2020, we had no outstanding borrowings under the Revolving Credit Facility and $215,625 aggregate outstanding principal amount under the Term Loan A. At December 31, 2020, we had various outstanding letters of credit totaling $3,232 under the Revolving Credit Facility. The remaining amount available for borrowing under the Revolving Credit Facility as of December 31, 2020, which is based on IMI’s leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense (“EBITDAR”), other adjustments as defined in the Credit Agreement and current external debt, was $1,746,768 (which amount represents the maximum availability as of such date). Available borrowings under the Revolving Credit Facility are subject to compliance with our indenture covenants as discussed below. The average interest rate in effect for all outstanding borrowings under the Credit Agreement was 1.9% and 3.3% as of December 31, 2020 and 2019, respectively. The average interest rate in effect under the Revolving Credit Facility was 3.2% as of December 31, 2019, and the interest rate in effect under the Term Loan A as of December 31, 2020 and 2019 was 1.9% and 3.5%, respectively.
IMI’s wholly owned subsidiary, Iron Mountain Information Management, LLC (“IMIM”), has an incremental term loan B with a principal amount of $700,000 (the “Term Loan B”). The Term Loan B, which matures on January 2, 2026, was issued at 99.75% of par. The Term Loan B holders benefit from the same security and guarantees as other borrowings under the Credit Agreement. The Term Loan B holders also benefit from the same affirmative and negative covenants as other borrowings under the Credit Agreement; however, the Term Loan B holders are not generally entitled to the benefits of the financial covenants under the Credit Agreement.
Principal payments on the Term Loan B are to be paid in quarterly installments of $1,750 per quarter during the period June 30, 2018 through December 31, 2025, with the balance due on January 2, 2026. The Term Loan B may be prepaid without penalty at any time. The Term Loan B bears interest at a rate of LIBOR plus 1.75%. As of December 31, 2020, we had $679,621 aggregate outstanding principal amount under the Term Loan B. The interest rate in effect under Term Loan B as of December 31, 2020 and 2019 was 1.9% and 3.6%, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVOLVING CREDIT FACILITY
$1,750,000
|
|
|
TERM LOAN A
$250,000
|
|
|
TERM LOAN B
$700,000
|
|
Outstanding borrowings
$0
|
|
|
Aggregate outstanding principal amount
$215,625
|
|
|
Aggregate outstanding principal amount
$679,621
|
|
|
|
|
|
|
|
|
|
N/A
Interest rate
|
|
|
1.9%
Interest rate
|
|
|
1.9%
Interest rate
|
|
As of December 31, 2020
|
|
|
As of December 31, 2020
|
|
|
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
104
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
6. DEBT (CONTINUED)
B. NOTES ISSUED UNDER INDENTURES
Each series of notes shown below (i) is effectively subordinated to all of our secured indebtedness, including under the Credit Agreement, to the extent of the value of the collateral securing such indebtedness, (ii) ranks pari passu in right of payment with each other and with debt outstanding under the Credit Agreement, the senior notes shown below and other “senior debt” we incur from time to time, and (iii) is structurally subordinated to all liabilities of our subsidiaries that do not guarantee such series of notes.
The key terms of our indentures are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SENIOR NOTES
|
|
AGGREGATE
PRINCIPAL
AMOUNT
|
|
DIRECT
OBLIGOR
|
|
MATURITY DATE
|
|
CONTRACTUAL INTEREST RATE
|
|
INTEREST PAYMENTS DUE
|
|
PAR CALL DATE(1)
|
|
GBP Notes
|
|
£
|
400,000
|
|
|
IM UK
|
|
November 15, 2025
|
|
37/8%
|
|
May 15 and November 15
|
|
November 15, 2022
|
|
47/8% Notes due 2027
|
|
$
|
1,000,000
|
|
|
IMI
|
|
September 15, 2027
|
|
47/8%
|
|
March 15 and September 15
|
|
September 15, 2025
|
|
51/4% Notes due 2028
|
|
$
|
825,000
|
|
|
IMI
|
|
March 15, 2028
|
|
51/4%
|
|
March 15 and September 15
|
|
March 15, 2025
|
|
5% Notes
|
|
$
|
500,000
|
|
|
IMI
|
|
July 15, 2028
|
|
5%
|
|
January 15 and July 15
|
|
July 15, 2025
|
|
47/8% Notes due 2029
|
|
$
|
1,000,000
|
|
|
IMI
|
|
September 15, 2029
|
|
47/8%
|
|
March 15 and September 15
|
|
September 15, 2027
|
|
51/4% Notes due 2030
|
|
$
|
1,300,000
|
|
|
IMI
|
|
July 15, 2030
|
|
51/4%
|
|
January 15 and July 15
|
|
July 15, 2028
|
|
41/2% Notes
|
|
$
|
1,100,000
|
|
|
IMI
|
|
February 15, 2031
|
|
41/2%
|
|
February 15 and August 15
|
|
February 15, 2029
|
|
55/8% Notes
|
|
$
|
600,000
|
|
|
IMI
|
|
July 15, 2032
|
|
55/8%
|
|
January 15 and July 15
|
|
July 15, 2029
|
(1)We may redeem the notes at any time, at our option, in whole or in part. Prior to the par call date, we may redeem the notes at the redemption price or make-whole premium specified in the applicable indenture, together with accrued and unpaid interest to, but excluding, the redemption date. On or after the par call date, we may redeem the notes at a price equal to 100% of the principal amount being redeemed, together with accrued and unpaid interest to, but excluding, the redemption date.
Each of the indentures for the notes provides that we must repurchase, at the option of the holders, the notes at 101% of their principal amount, plus accrued and unpaid interest, upon the occurrence of a “Change of Control,” which is defined in each respective indenture. Except for required repurchases upon the occurrence of a Change of Control or in the event of certain asset sales, each as described in the respective indenture, we are not required to make sinking fund or redemption payments with respect to any of the notes.
JUNE 2020 OFFERINGS
On June 22, 2020, IMI completed private offerings of the following series of notes in the amounts set forth below (collectively, the "June 2020 Offerings"):
|
|
|
|
|
|
|
|
SERIES OF NOTES
|
AGGREGATE PRINCIPAL AMOUNT
|
|
5% Notes
|
$
|
500,000
|
|
|
51/4% Notes due 2030
|
1,300,000
|
|
|
55/8% Notes
|
600,000
|
|
The 5% Notes, the 51/4% Notes due 2030 and the 55/8% Notes were issued at 100.000% of par. The total net proceeds of approximately $2,376,000 from the June 2020 Offerings, after deducting the initial purchasers’ commissions, were used to redeem all of the 43/8% Notes, the 6% Notes and the 53/4% Notes and to repay a portion of the outstanding borrowings under the Revolving Credit Facility.
On June 29, 2020, we redeemed all of the $500,000 in aggregate principal outstanding of the 43/8% Notes at 100.000% of par and all of the $600,000 in aggregate principal outstanding of the 6% Notes at 102.000% of par, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date. We recorded a charge of $17,040 to Other expense (income), net during the second quarter of 2020 related to the early extinguishment of this debt, representing the call premium associated with the early redemption of the 6% Notes, as well as a write-off of unamortized deferred financing costs associated with the early redemption of the 43/8% Notes and the 6% Notes.
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105
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
6. DEBT (CONTINUED)
On July 2, 2020, we redeemed all of the $1,000,000 in aggregate principal outstanding of the 53/4% Notes at 100.958% of par, plus accrued and unpaid interest to, but excluding, the redemption date. We recorded a charge of $15,310 to Other expense (income), net during the third quarter of 2020 related to the early extinguishment of this debt, representing the call premium and write-off of unamortized deferred financing fees.
AUGUST 2020 OFFERING
On August 18, 2020, IMI completed a private offering of:
|
|
|
|
|
|
|
|
SERIES OF NOTES
|
AGGREGATE PRINCIPAL AMOUNT
|
|
41/2% Notes
|
$
|
1,100,000
|
|
The 41/2% Notes were issued at 100.000% of par. The total net proceeds of approximately $1,089,000 from the issuance of the 41/2% Notes, after deducting the initial purchasers’ commissions, were used to redeem all of the CAD Notes, the Euro Notes, and the 53/8% Notes and to repay a portion of the outstanding borrowings under the Revolving Credit Facility.
On August 21, 2020, we redeemed all of the 250,000 CAD in aggregate principal outstanding of the CAD Notes at 104.031% of par, 300,000 Euro in aggregate principal outstanding of the Euro Notes at 101.500% of par and $250,000 in aggregate principal outstanding of the 53/8% Notes at 106.628% of par, plus, in each case accrued and unpaid interest to, but excluding, the redemption date. We recorded a charge of $35,950 to Other expense (income), net during the third quarter of 2020 related to the early extinguishment of the CAD Notes, the Euro Notes and the 53/8% Notes, representing the call premiums and write off unamortized deferred financing costs associated with the early redemption of these debt instruments.
C. AUSTRALIAN DOLLAR TERM LOAN
Iron Mountain Australia Group Pty, Ltd. (“IM Australia”), a wholly owned subsidiary of IMI, has an AUD term loan with an original principal balance of 350,000 Australian dollars (“AUD Term Loan”). All indebtedness associated with the AUD Term Loan was issued at 99% of par. Principal payments on the AUD Term Loan are to be paid in quarterly installments in an aggregate amount of 8,750 Australian dollars per year. The AUD Term Loan bears interest at BBSY (an Australian benchmark variable interest rate) plus 3.875%. The AUD Term Loan is scheduled to mature on September 22, 2022, at which point all obligations become due.
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|
|
As of December 31, 2020, we had 316,563 Australian dollars ($244,014 based upon the exchange rate between the United States dollar and the Australian dollar as of December 31, 2020) outstanding on the AUD Term Loan. As of December 31, 2019, we had 325,313 Australian dollars ($228,156 based upon the exchange rate between the United States dollar and the Australian dollar as of December 31, 2019) outstanding on the AUD Term Loan. The interest rate in effect under the AUD Term Loan was 3.9% and 4.8% as of December 31, 2020 and 2019, respectively.
|
|
|
OUTSTANDING BORROWINGS
AU$244,014
|
|
|
|
3.9%
Interest Rate
|
|
|
|
|
|
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
106
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
6. DEBT (CONTINUED)
D. UK BILATERAL REVOLVING CREDIT FACILITY
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|
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|
|
|
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|
|
|
|
|
|
IM UK and Iron Mountain (UK) Data Centre Limited has a 140,000 British pounds sterling Revolving Credit Facility (the “UK Bilateral Facility”) with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Facility is 140,000 British pounds sterling, and we have the option to request additional commitments of up to 125,000 British pounds sterling, subject to the conditions specified in the UK Bilateral Facility. The UK Bilateral Facility is fully drawn. The UK Bilateral Facility is secured by certain properties in the United Kingdom. IMI and the Guarantors guarantee all obligations under the UK Bilateral Facility. The UK Bilateral Facility is scheduled to mature on September 23, 2022, at which point all obligations become due. The UK Bilateral Facility contains an option to extend the maturity date for an additional year, subject to the conditions specified in the UK Bilateral Facility, including the lender’s consent. The UK Bilateral Facility bears interest at a rate of LIBOR plus 2.25%. The interest rate in effect under the UK Bilateral Facility was 2.3% and 3.1% as of December 31, 2020 and 2019, respectively.
|
|
|
MAXIMUM AMOUNT
£140,000
OPTIONAL ADDITIONAL COMMITMENTS
£125,000
|
|
|
|
|
|
|
2.3%
Interest Rate
|
|
|
|
|
|
As of December 31, 2020
|
|
|
|
|
|
|
E. ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM
We participate in an accounts receivable securitization program (the “Accounts Receivable Securitization Program”) involving several of our wholly owned subsidiaries and certain financial institutions. Under the Accounts Receivable Securitization Program, certain of our subsidiaries sell substantially all of their United States accounts receivable balances to our wholly owned special purpose entities, Iron Mountain Receivables QRS, LLC and Iron Mountain Receivables TRS, LLC (the “Accounts Receivable Securitization Special Purpose Subsidiaries”). The Accounts Receivable Securitization Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans obtained from certain financial institutions. The Accounts Receivable Securitization Special Purpose Subsidiaries are consolidated subsidiaries of IMI. The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and borrowings are presented as liabilities on our Consolidated Balance Sheets, (ii) our Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable (a component of selling, general and administrative expenses) and reductions to revenue due to billing and service related credit memos issued to customers and related reserves, as well as interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows. IMIM retains the responsibility of servicing the accounts receivable balances pledged as collateral for the Accounts Receivable Securitization Program and IMI provides a performance guaranty. The maximum availability allowed is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program.
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|
|
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 30, 2021, at which point all obligations become due. The full amount outstanding under the Accounts Receivable Securitization Program is classified within the current portion of long-term debt in our Consolidated Balance Sheet as of December 31, 2020 and 2019. As of December 31, 2020, the maximum availability allowed and amount outstanding under the Accounts Receivable Securitization Program was $274,100 and $85,000, respectively. At December 31, 2019, both the maximum availability and amount outstanding under the Accounts Receivable Securitization Program was $272,062. The interest rate in effect under the Accounts Receivable Securitization Program was 1.1% and 2.8% as of December 31, 2020 and 2019, respectively. Commitment fees at a rate of 40 basis points are charged on amounts made available but not borrowed under the Accounts Receivable Securitization Program.
|
|
|
MAXIMUM AMOUNT
$300,000
|
|
|
|
MAXIMUM AVAILABILITY ALLOWED
$274,100
|
|
|
|
OUTSTANDING BORROWINGS
$85,000
1.1%
Interest rate
|
|
|
|
As of December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
107
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
6. DEBT (CONTINUED)
F. CASH POOLING
Certain of our subsidiaries participate in cash pooling arrangements (the “Cash Pools”) with Bank Mendes Gans (“BMG”), an independently operated wholly owned subsidiary of ING Group, in order to help manage global liquidity requirements. Under the Cash Pools, cash deposited by participating subsidiaries with BMG is pledged as security against the debit balances of other participating subsidiaries, and legal rights of offset are provided and, therefore, amounts are presented in our Consolidated Balance Sheets on a net basis. Each subsidiary receives interest on the cash balances held on deposit or pays interest on its debit balances based on an applicable rate as defined in the Cash Pools.
We currently utilize two separate Cash Pools with BMG, one of which we utilize to manage global liquidity requirements for our qualified REIT subsidiaries (the “QRS Cash Pool”) and the other for our taxable REIT subsidiaries (the “TRS Cash Pool”). We have executed overdraft facility agreements for the QRS Cash Pool and TRS Cash Pool, each in an amount not to exceed $10,000. Each overdraft facility permits us to cover a temporary net debit position in the applicable pool.
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, 2020 and 2019 were as follows:
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|
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|
|
|
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|
|
|
|
|
|
DECEMBER 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
|
$
|
448,700
|
|
|
$
|
(447,400)
|
|
|
$
|
1,300
|
|
|
$
|
372,100
|
|
|
$
|
(369,000)
|
|
|
$
|
3,100
|
|
|
TRS Cash Pool
|
555,500
|
|
|
(553,500)
|
|
|
2,000
|
|
|
319,800
|
|
|
(301,300)
|
|
|
18,500
|
|
The net cash position balances as of December 31, 2020 and 2019 are reflected as Cash and cash equivalents in our Consolidated Balance Sheets.
G. LETTERS OF CREDIT
As of December 31, 2020, we had outstanding letters of credit totaling $36,160, of which $3,232 reduce our borrowing capacity under the Revolving Credit Facility (as described above). The letters of credit expire at various dates between January 2021 and January 2033.
H. 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, a net total lease adjusted leverage ratio and a net secured debt lease adjusted leverage ratio on a quarterly basis and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage 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 governing our indebtedness as of December 31, 2020 and 2019. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition.
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|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
108
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
6. DEBT (CONTINUED)
I.MATURITIES OF LONG-TERM DEBT (GROSS OF DISCOUNTS) ARE AS FOLLOWS:
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|
|
|
|
|
|
|
|
|
|
YEAR
|
|
AMOUNT
|
|
2021
|
|
$
|
193,759
|
|
|
2022
|
|
536,811
|
|
|
2023
|
|
232,264
|
|
|
2024
|
|
45,680
|
|
|
2025
|
|
569,005
|
|
|
Thereafter
|
|
7,221,896
|
|
|
|
|
8,799,415
|
|
|
Net Discounts
|
|
(1,991)
|
|
|
Net Deferred Financing Costs
|
|
(94,110)
|
|
|
Total Long-term Debt (including current portion)
|
|
$
|
8,703,314
|
|
7. COMMITMENTS AND CONTINGENCIES
A. PURCHASE COMMITMENTS
We have certain contractual obligations related to purchase commitments which require minimum payments as follows:
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|
|
|
|
|
|
|
|
|
|
YEAR
|
|
PURCHASE COMMITMENTS(1)
|
|
2021
|
|
$
|
189,855
|
|
|
2022
|
|
45,339
|
|
|
2023
|
|
31,507
|
|
|
2024
|
|
28,269
|
|
|
2025
|
|
25,554
|
|
|
Thereafter
|
|
322
|
|
|
|
|
$
|
320,846
|
|
(1)Purchase commitments (i) include obligations for future construction costs associated with the expansion of our Global Data Center Business, which represent a significant amount of the purchase commitments due in 2021 and (ii) exclude our operating and financing lease obligations (see Note 2.i.).
B. SELF-INSURED LIABILITIES
We are self-insured up to certain limits for costs associated with workers’ compensation claims, vehicle accidents, property and general business liabilities, and benefits paid under employee healthcare and short-term disability programs. At December 31, 2020 and 2019, there were $47,959 and $43,127, respectively, of self-insurance accruals reflected in Accrued expenses on our Consolidated Balance Sheets. The measurement of these costs requires the consideration of historical cost experience and judgments about the present and expected levels of cost per claim. We account for these costs primarily through actuarial methods, which develop estimates of the undiscounted liability for claims incurred, including those claims incurred but not reported. These methods provide estimates of future claim costs based on claims incurred as of the balance sheet date.
|
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|
|
|
|
|
|
|
|
|
109
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
C. LITIGATION—GENERAL
We are involved in litigation from time to time in the ordinary course of business, including litigation arising from damage to customer assets in our facilities caused by fires and other natural disasters. A portion of the defense and/or settlement costs associated with such litigation is covered by various commercial liability insurance policies purchased by us and, in limited cases, indemnification from third parties. Our policy is to establish reserves for loss contingencies when the losses are both probable and reasonably estimable. We record legal costs associated with loss contingencies as expenses in the period in which they are incurred. While the outcome of litigation is inherently uncertain, we do not believe any current litigation will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
8. STOCKHOLDERS’ EQUITY MATTERS
Our board of directors has adopted a dividend policy under which we have paid, and in the future intend to pay, quarterly cash dividends on our common stock. The amount and timing of future dividends will continue to be subject to the approval of our board of directors, in its sole discretion, and to applicable legal requirements.
In 2018, 2019 and 2020, our board of directors declared the following dividends:
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECLARATION DATE
|
|
DIVIDEND
PER SHARE
|
|
RECORD DATE
|
|
TOTAL AMOUNT
|
|
PAYMENT DATE
|
|
February 14, 2018
|
|
$
|
0.5875
|
|
|
March 15, 2018
|
|
$
|
167,969
|
|
|
April 2, 2018
|
|
May 24, 2018
|
|
0.5875
|
|
|
June 15, 2018
|
|
168,078
|
|
|
July 2, 2018
|
|
July 24, 2018
|
|
0.5875
|
|
|
September 17, 2018
|
|
168,148
|
|
|
October 2, 2018
|
|
October 25, 2018
|
|
0.6110
|
|
|
December 17, 2018
|
|
174,935
|
|
|
January 3, 2019
|
|
February 7, 2019
|
|
0.6110
|
|
|
March 15, 2019
|
|
175,242
|
|
|
April 2, 2019
|
|
May 22, 2019
|
|
0.6110
|
|
|
June 17, 2019
|
|
175,389
|
|
|
July 2, 2019
|
|
July 26, 2019
|
|
0.6110
|
|
|
September 16, 2019
|
|
175,434
|
|
|
October 2, 2019
|
|
October 31, 2019
|
|
0.6185
|
|
|
December 16, 2019
|
|
177,687
|
|
|
January 2, 2020
|
|
February 13, 2020
|
|
0.6185
|
|
|
March 16, 2020
|
|
178,047
|
|
|
April 6, 2020
|
|
May 5, 2020
|
|
0.6185
|
|
|
June 15, 2020
|
|
178,212
|
|
|
July 2, 2020
|
|
August 5, 2020
|
|
0.6185
|
|
|
September 15, 2020
|
|
178,224
|
|
|
October 2, 2020
|
|
November 4, 2020
|
|
0.6185
|
|
|
December 15, 2020
|
|
178,290
|
|
|
January 6, 2021
|
On February 24, 2021, we declared a dividend to our stockholders of record as of March 15, 2021 of $0.6185 per share, payable on April 6, 2021.
During the years ended December 31, 2020, 2019 and 2018, we declared dividends in an aggregate and per share amount, based on the weighted average number of common shares outstanding during each respective year, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Declared distributions
|
$
|
712,773
|
|
|
$
|
703,752
|
|
|
$
|
679,130
|
|
|
Amount per share each distribution represents based on weighted average number of common shares outstanding
|
2.47
|
|
|
2.45
|
|
|
2.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
110
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
8. STOCKHOLDERS’ EQUITY MATTERS (CONTINUED)
For federal income tax purposes, distributions to our stockholders are generally treated as nonqualified ordinary dividends (potentially eligible for the lower effective tax rates available for “qualified REIT dividends”), qualified ordinary dividends or return of capital. The United States Internal Revenue Service requires historical C corporation earnings and profits to be distributed prior to any REIT distributions, which may affect the character of each distribution to our stockholders, including whether and to what extent each distribution is characterized as a qualified or nonqualified ordinary dividend. In addition, certain of our distributions qualify as capital gain distributions. For the years ended December 31, 2020, 2019, and 2018, the dividends we paid on our common shares were classified as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Nonqualified ordinary dividends
|
43.0
|
%
|
|
54.8
|
%
|
|
83.0
|
%
|
|
Qualified ordinary dividends
|
—
|
%
|
|
4.5
|
%
|
|
4.8
|
%
|
|
Capital gains
|
49.5
|
%
|
|
14.7
|
%
|
|
5.8
|
%
|
|
Return of capital
|
7.5
|
%
|
|
26.0
|
%
|
|
6.4
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Dividends paid during the years ended December 31, 2020, 2019, and 2018 which were classified as qualified ordinary dividends for federal income tax purposes primarily related to the distribution of historical C corporation earnings and profits related to certain acquisitions completed during the years ended December 31, 2020, 2019, and 2018. In 2020, the percentage of our dividend that was classified as a capital gain was 49.5% and primarily related to the sale of land and buildings in the United States. In 2019, the percentage of our dividend that was classified as a capital gain was 14.7% and primarily related to the sale of land and buildings in the United States and United Kingdom. In 2018, the percentage of our dividend that was classified as a capital gain was 5.8% and primarily related to the sale of land and buildings in the United Kingdom.
EQUITY OFFERING
In December 2017, we entered into an underwriting agreement (the “Underwriting Agreement”) with a syndicate of 16 banks (the “Underwriters”) related to the public offering by us of 14,500,000 shares of our common stock. In January 2018, the Underwriters, pursuant to the Underwriting Agreement, exercised an option to purchase an additional 2,175,000 shares of common stock, which after deducting underwriters’ commissions and the per share value of the dividend we declared on our common stock on October 24, 2017, resulted in net proceeds of approximately $76,200.
|
|
|
|
|
|
|
|
|
|
|
111
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
9. INCOME TAXES
We have been organized and have operated as a REIT effective beginning with our taxable year that ended on December 31, 2014. As a REIT, we are generally permitted to deduct from our federal taxable income the dividends we pay to our stockholders. The income represented by such dividends is not subject to federal taxation at the entity level but is taxed, if at all, at the stockholder level. The income of our domestic taxable REIT subsidiaries (“TRSs”), which hold our domestic operations that may not be REIT-compliant as currently operated and structured, is subject, as applicable, to federal and state corporate income tax. In addition, we and our subsidiaries continue to be subject to foreign income taxes in other jurisdictions in which we have business operations or a taxable presence, regardless of whether assets are held or operations are conducted through subsidiaries disregarded for federal income tax purposes or TRSs. We will also be subject to a separate corporate income tax on any gains recognized on the sale or disposition of any asset previously owned by a C corporation during a five-year period after the date we first owned the asset as a REIT asset that are attributable to “built-in gains” with respect to that asset on that date. We will also be subject to a built-in gains tax on our depreciation recapture recognized into income as a result of accounting method changes in connection with our acquisition activities. If we fail to remain qualified for taxation as a REIT, we will be subject to federal income tax at regular corporate income tax rates. Even if we remain qualified for taxation as a REIT, we may be subject to some federal, state, local and foreign taxes on our income and property in addition to taxes owed with respect to our TRS operations. In particular, while state income tax regimes often parallel the federal income tax regime for REITs, many states do not completely follow federal rules and some do not follow them at all.
The significant components of our deferred tax assets and deferred tax liabilities as of December 31, 2020 and 2019 are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
Deferred Tax Assets:
|
|
|
|
|
Accrued liabilities and other adjustments
|
$
|
52,527
|
|
|
$
|
53,197
|
|
|
Net operating loss carryforwards
|
96,710
|
|
|
99,240
|
|
|
Federal benefit of unrecognized tax benefits
|
—
|
|
|
3,039
|
|
|
Valuation allowance
|
(46,938)
|
|
|
(60,003)
|
|
|
|
102,299
|
|
|
95,473
|
|
|
Deferred Tax Liabilities:
|
|
|
|
|
Other assets, principally due to differences in amortization
|
(186,682)
|
|
|
(177,645)
|
|
|
Plant and equipment, principally due to differences in depreciation
|
(59,711)
|
|
|
(67,515)
|
|
|
Other
|
(29,265)
|
|
|
(21,903)
|
|
|
|
(275,658)
|
|
|
(267,063)
|
|
|
Net deferred tax liability
|
$
|
(173,359)
|
|
|
$
|
(171,590)
|
|
The deferred tax assets and deferred tax liabilities as of December 31, 2020 and 2019 are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
Noncurrent deferred tax assets (Included in Other, a component of Other assets, net)
|
$
|
25,018
|
|
|
$
|
16,538
|
|
|
Deferred income taxes
|
(198,377)
|
|
|
(188,128)
|
|
At December 31, 2020, we have federal and state net operating loss carryforwards of which we are expecting an insignificant tax benefit to be realized. We have assets for foreign net operating losses of $92,142, with various expiration dates (and in some cases no expiration date), subject to a valuation allowance of approximately 43%.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
112
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
9. INCOME TAXES (CONTINUED)
Rollforward of the valuation allowance is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
BALANCE AT BEGINNING OF
THE YEAR
|
|
CHARGED
(CREDITED) TO
EXPENSE
|
|
OTHER
INCREASES/
(DECREASES)(1)
|
|
BALANCE
AT END OF
THE YEAR
|
|
2020
|
|
$
|
60,003
|
|
|
$
|
(8,337)
|
|
|
$
|
(4,728)
|
|
|
$
|
46,938
|
|
|
2019
|
|
55,666
|
|
|
6,211
|
|
|
(1,874)
|
|
|
60,003
|
|
|
2018
|
|
61,756
|
|
|
3,568
|
|
|
(9,658)
|
|
|
55,666
|
|
(1)Other increases and decreases in valuation allowances are primarily related to changes in foreign currency exchange rates.
The components of income (loss) from continuing operations before provision (benefit) for income taxes for the years ended December 31, 2020, 2019 and 2018 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
United States
|
$
|
276,145
|
|
|
$
|
203,225
|
|
|
$
|
203,078
|
|
|
Canada
|
52,332
|
|
|
48,326
|
|
|
53,779
|
|
|
Other Foreign
|
44,228
|
|
|
76,591
|
|
|
153,454
|
|
|
|
$
|
372,705
|
|
|
$
|
328,142
|
|
|
$
|
410,311
|
|
The provision (benefit) for income taxes for the years ended December 31, 2020, 2019 and 2018 consist of the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Federal—current
|
$
|
(10,424)
|
|
|
$
|
7,262
|
|
|
$
|
703
|
|
|
Federal—deferred
|
8,834
|
|
|
(3,356)
|
|
|
(4,162)
|
|
|
State—current
|
2,956
|
|
|
3,943
|
|
|
918
|
|
|
State—deferred
|
(625)
|
|
|
(1,126)
|
|
|
627
|
|
|
Foreign—current
|
50,063
|
|
|
49,350
|
|
|
45,371
|
|
|
Foreign—deferred
|
(21,195)
|
|
|
3,858
|
|
|
(704)
|
|
|
Provision (Benefit) for Income Taxes
|
$
|
29,609
|
|
|
$
|
59,931
|
|
|
$
|
42,753
|
|
|
|
|
|
|
|
|
|
|
|
|
113
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
9. INCOME TAXES (CONTINUED)
A reconciliation of total income tax expense and the amount computed by applying the current federal statutory tax rate of 21.0% to income (loss) from continuing operations before provision (benefit) for income taxes for the years ended December 31, 2020, 2019 and 2018, respectively, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Computed "expected” tax provision
|
$
|
78,268
|
|
|
$
|
68,910
|
|
|
$
|
86,165
|
|
|
Changes in income taxes resulting from:
|
|
|
|
|
|
|
Tax adjustment relating to REIT
|
(60,378)
|
|
|
(40,577)
|
|
|
(35,165)
|
|
|
State taxes (net of federal tax benefit)
|
2,258
|
|
|
2,115
|
|
|
1,599
|
|
|
(Decrease) increase in valuation allowance (net operating losses)
|
(8,337)
|
|
|
6,211
|
|
|
3,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Reversal) reserve accrual and audit settlements (net of federal tax benefit)
|
(7,409)
|
|
|
514
|
|
|
(13,985)
|
|
|
Foreign tax rate differential
|
9,472
|
|
|
8,562
|
|
|
1,031
|
|
|
Disallowed foreign interest, Subpart F income, and other foreign taxes
|
20,242
|
|
|
14,241
|
|
|
903
|
|
|
Other, net
|
(4,507)
|
|
|
(45)
|
|
|
(1,363)
|
|
|
Provision (Benefit) for Income Taxes
|
$
|
29,609
|
|
|
$
|
59,931
|
|
|
$
|
42,753
|
|
Our effective tax rates for the years ended December 31, 2020, 2019 and 2018 were 7.9%, 18.3% and 10.4%, respectively. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income between our qualified REIT subsidiaries (“QRSs”) and our TRSs, as well as among the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate.
The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate were:
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
2020
|
2019
|
2018
|
|
The benefit derived from the dividends paid deduction of $60,378 and the impact of differences in the tax rates at which our foreign earnings are subject to, resulting in a tax provision of $9,472.
|
The benefit derived from the dividends paid deduction of $40,577 and the impact of differences in the tax rates at which our foreign earnings are subject to, resulting in a tax provision of $8,562.
|
The benefit derived from the dividends paid deduction of $35,165, the impact of differences in the tax rates at which our foreign earnings are subject to, resulting in a tax provision of $1,031 and a discrete tax benefit of approximately $14,000 associated with the resolution of a tax matter (which was included as a component of Accrued expenses in our Consolidated Balance Sheet as of December 31, 2017).
|
As a REIT, we are entitled to a deduction for dividends paid, resulting in a substantial reduction of federal income tax expense. As a REIT, substantially all of our income tax expense will be incurred based on the earnings generated by our foreign subsidiaries and our domestic TRSs.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
114
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
9. INCOME TAXES (CONTINUED)
Following our conversion to a REIT in 2014, we concluded that it was not our intent to reinvest our current and future undistributed earnings of our foreign subsidiaries indefinitely outside the United States. As of December 31, 2016, we concluded that it is our intent to indefinitely reinvest our current and future undistributed earnings of certain of our unconverted foreign TRSs outside the United States. With the exception of certain limited instances, we no longer provide incremental foreign withholding taxes on the retained book earnings of these unconverted foreign TRSs, which was approximately $262,379 as of December 31, 2020. As a REIT, future repatriation of incremental undistributed earnings of our foreign subsidiaries will not be subject to federal or state income tax, with the exception of foreign withholding taxes in limited instances; however, such future repatriations will require distribution in accordance with REIT distribution rules, and any such distribution may then be taxable, as appropriate, at the stockholder level. We continue, however, to provide for incremental foreign withholding taxes on net book over outside basis differences related to the earnings of our foreign QRSs and certain other foreign TRSs (excluding unconverted foreign TRSs).
The evaluation of an uncertain tax position is a two-step process. The first step is a recognition process whereby we determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is a measurement process whereby a tax position that meets the more likely than not recognition threshold is calculated to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
We have elected to recognize interest and penalties associated with uncertain tax positions as a component of the provision (benefit) for income taxes in the accompanying Consolidated Statements of Operations. We recorded a decrease of $1,499 for gross interest and penalties for the year ended December 31, 2020. We recorded an increase of $1,780 and $1,961 for gross interest and penalties for the years ended December 31, 2019 and 2018, respectively. We had $6,212 and $9,282 accrued for the payment of interest and penalties as of December 31, 2020 and 2019, respectively.
A summary of tax years that remain subject to examination by major tax jurisdictions is as follows:
|
|
|
|
|
|
|
|
|
|
|
TAX YEARS
|
|
TAX JURISDICTION
|
|
See Below
|
|
United States—Federal and State
|
|
2017 to present
|
|
United Kingdom
|
|
2014 to present
|
|
Canada
|
The normal statute of limitations for United States federal tax purposes is three years from the date the tax return is filed; however, the statute of limitations may remain open for periods longer than three years in instances where a federal tax examination is in progress. The 2019, 2018 and 2017 tax years remain subject to examination for United States federal tax purposes as well as net operating loss carryforwards utilized in these years. We utilized net operating losses from 2002 through 2003 and 2010 through 2015 in our federal income tax returns for these tax years. The normal statute of limitations for state purposes is between three to five years. However, certain of our state statute of limitations remain open for periods longer than this when audits are in progress.
We are subject to income taxes in the United States and numerous foreign jurisdictions. We are subject to examination by various tax authorities in jurisdictions in which we have business operations or a taxable presence. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. As of December 31, 2020, we had $25,969 of reserves related to uncertain tax positions, of which $23,402 and $2,567 is included in other long-term liabilities and deferred income taxes, respectively, in the accompanying Consolidated Balance Sheet. As of December 31, 2019, we had $35,068 of reserves related to uncertain tax positions, of which $31,992 and $3,076 is included in other long-term liabilities and deferred income taxes, respectively, in the accompanying Consolidated Balance Sheet. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in changes in our estimates.
|
|
|
|
|
|
|
|
|
|
|
115
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
9. INCOME TAXES (CONTINUED)
A rollforward of unrecognized tax benefits is as follows:
|
|
|
|
|
|
|
|
Gross tax contingencies—December 31, 2017
|
$
|
38,533
|
|
|
Gross additions based on tax positions related to the current year
|
3,147
|
|
|
Gross additions for tax positions of prior years
|
981
|
|
|
Gross reductions for tax positions of prior years
|
(2,865)
|
|
|
Lapses of statutes
|
(4,462)
|
|
|
Settlements
|
(14)
|
|
|
Gross tax contingencies—December 31, 2018
|
35,320
|
|
|
Gross additions based on tax positions related to the current year
|
2,914
|
|
|
Gross additions for tax positions of prior years
|
1,271
|
|
|
Gross reductions for tax positions of prior years
|
(299)
|
|
|
Lapses of statutes
|
(4,034)
|
|
|
Settlements
|
(104)
|
|
|
Gross tax contingencies—December 31, 2019
|
35,068
|
|
|
Gross additions based on tax positions related to the current year
|
2,907
|
|
|
Gross additions for tax positions of prior years
|
80
|
|
|
Gross reductions for tax positions of prior years
|
(5,617)
|
|
|
Lapses of statutes
|
(4,480)
|
|
|
Settlements
|
(1,989)
|
|
|
Gross tax contingencies—December 31, 2020
|
$
|
25,969
|
|
The reversal of these reserves of $25,969 as of December 31, 2020 will be recorded as a reduction of our income tax provision, if sustained. We believe that it is reasonably possible that an amount up to approximately $2,989 of our unrecognized tax positions may be recognized by the end of 2021 as a result of a lapse of statute of limitations or upon closing and settling significant audits in various worldwide jurisdictions.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
116
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
10. SEGMENT INFORMATION
As of December 31, 2020, our three reportable operating segments are described as follows:
(1)Global Records and Information Management (“Global RIM”) Business includes five distinct offerings:
(i)Records Management, which stores physical records and provides healthcare information services, vital records services, courier operations, and the collection, handling and disposal of sensitive documents (collectively, “Records Management”) for customers in 56 countries around the globe.
(ii)Data Management, which provides storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier operations (“Data Protection & Recovery”); server and computer backup services; and related services offerings, (collectively, “Data Management”).
(iii)Global Digital Solutions, which develops, implements and supports comprehensive storage and information management solutions for the complete lifecycle of our customers’ information, including the management of physical records, conversion of documents to digital formats and digital storage of information, primarily in the United States and Canada.
(iv)Secure Shredding, which includes the scheduled pick-up of office records that customers accumulate in specially designed secure containers we provide and is a natural extension of our hardcopy records management operations, completing the lifecycle of a record. Complementary to our shredding operations is the sale of the resultant waste paper to third-party recyclers. Through a combination of shredding facilities and mobile shredding units consisting of custom built trucks, we are able to offer secure shredding services to our customers throughout the United States, Canada and South Africa.
(v)Consumer Storage, which provides on-demand, valet storage for consumers (“Consumer Storage”) across 31 markets in North America through the MakeSpace JV. The MakeSpace JV utilizes data analytics and machine learning to provide effective customer acquisition and a convenient and seamless consumer storage experience.
(2)Global Data Center Business, which provides enterprise-class data center facilities and hyperscale-ready capacity to protect mission-critical assets and ensure the continued operation of our customers’ IT infrastructure, with secure, reliable and flexible data center options. As of December 31, 2020, our Global Data Center Business footprint spans nine markets in the United States and four international markets.
|
|
|
|
|
|
|
|
UNITED STATES
|
INTERNATIONAL MARKETS
|
|
Denver, Colorado
|
Amsterdam
|
|
Kansas City, Missouri
|
London
|
|
Boston, Massachusetts
|
Singapore
|
|
Boyers, Pennsylvania
|
Frankfurt (through an unconsolidated joint venture)
|
|
Manassas, Virginia
|
|
|
Edison, New Jersey
|
|
|
Columbus, Ohio
|
|
|
Phoenix and Scottsdale, Arizona
|
|
(3)Corporate and Other Business, which consists primarily of Adjacent Businesses and other corporate items. Our Adjacent Businesses is comprised of:
(i)entertainment and media which helps industry clients store, safeguard and deliver physical media of all types, and provides digital content repository systems that house, distribute, and archive key media assets, throughout the United States, Canada, France, China - Hong Kong S.A.R., the Netherlands and the United Kingdom (“Entertainment Services”) and
(ii)technical expertise in the handling, installation and storing of art in the United States, Canada and Europe (“Fine Arts”).
Our Corporate and Other Business segment also includes costs related to executive and staff functions, including finance, human resources and IT, which benefit the enterprise as a whole.
|
|
|
|
|
|
|
|
|
|
|
117
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
10. SEGMENT INFORMATION (CONTINUED)
An analysis of our business segment information and reconciliation to the accompanying Consolidated Financial Statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLOBAL RIM BUSINESS
|
|
GLOBAL
DATA CENTER BUSINESS
|
|
CORPORATE
AND OTHER
BUSINESS
|
|
TOTAL
CONSOLIDATED
|
|
As of and for the Year Ended December 31, 2020
|
|
|
|
|
|
|
|
|
Total Revenues
|
$
|
3,699,280
|
|
|
$
|
279,312
|
|
|
$
|
168,678
|
|
|
$
|
4,147,270
|
|
|
Storage Rental
|
2,373,783
|
|
|
263,695
|
|
|
116,613
|
|
|
2,754,091
|
|
|
Service
|
1,325,497
|
|
|
15,617
|
|
|
52,065
|
|
|
1,393,179
|
|
|
Depreciation and Amortization
|
455,567
|
|
|
134,844
|
|
|
61,658
|
|
|
652,069
|
|
|
Depreciation
|
309,969
|
|
|
83,106
|
|
|
54,487
|
|
|
447,562
|
|
|
Amortization
|
145,598
|
|
|
51,738
|
|
|
7,171
|
|
|
204,507
|
|
|
Adjusted EBITDA
|
1,574,069
|
|
|
126,576
|
|
|
(224,924)
|
|
|
1,475,721
|
|
|
Total Assets(1)
|
10,938,359
|
|
|
2,727,654
|
|
|
483,254
|
|
|
14,149,267
|
|
|
Expenditures for Segment Assets
|
338,006
|
|
|
249,459
|
|
|
44,389
|
|
|
631,854
|
|
|
Capital Expenditures
|
150,175
|
|
|
243,699
|
|
|
44,389
|
|
|
438,263
|
|
|
Cash Paid for Acquisitions, Net of Cash Acquired
|
118,581
|
|
|
—
|
|
|
—
|
|
|
118,581
|
|
|
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs
|
69,250
|
|
|
5,760
|
|
|
—
|
|
|
75,010
|
|
|
As of and for the Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
Total Revenues
|
$
|
3,812,433
|
|
|
$
|
257,151
|
|
|
$
|
193,000
|
|
|
$
|
4,262,584
|
|
|
Storage Rental
|
2,320,076
|
|
|
246,925
|
|
|
114,086
|
|
|
2,681,087
|
|
|
Service
|
1,492,357
|
|
|
10,226
|
|
|
78,914
|
|
|
1,581,497
|
|
|
Depreciation and Amortization
|
454,652
|
|
|
133,927
|
|
|
69,622
|
|
|
658,201
|
|
|
Depreciation
|
330,534
|
|
|
78,939
|
|
|
46,850
|
|
|
456,323
|
|
|
Amortization
|
124,118
|
|
|
54,988
|
|
|
22,772
|
|
|
201,878
|
|
|
Adjusted EBITDA
|
1,566,065
|
|
|
121,517
|
|
|
(218,573)
|
|
|
1,469,009
|
|
|
Total Assets(1)
|
10,753,218
|
|
|
2,535,848
|
|
|
527,750
|
|
|
13,816,816
|
|
|
Expenditures for Segment Assets
|
398,690
|
|
|
427,935
|
|
|
56,242
|
|
|
882,867
|
|
|
Capital Expenditures
|
248,232
|
|
|
392,029
|
|
|
52,722
|
|
|
692,983
|
|
|
Cash Paid for Acquisitions, Net of Cash Acquired
|
54,717
|
|
|
—
|
|
|
3,520
|
|
|
58,237
|
|
|
Acquisitions of Customer Relationships, Customer Inducements, Contract Fulfillment Costs and third-party commissions
|
95,741
|
|
|
35,906
|
|
|
—
|
|
|
131,647
|
|
|
As of and for the Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
Total Revenues
|
$
|
3,842,600
|
|
|
$
|
228,983
|
|
|
$
|
154,178
|
|
|
$
|
4,225,761
|
|
|
Storage Rental
|
2,301,344
|
|
|
218,675
|
|
|
102,436
|
|
|
2,622,455
|
|
|
Service
|
1,541,256
|
|
|
10,308
|
|
|
51,742
|
|
|
1,603,306
|
|
|
Depreciation and Amortization
|
472,155
|
|
|
105,680
|
|
|
61,679
|
|
|
639,514
|
|
|
Depreciation
|
341,384
|
|
|
58,707
|
|
|
52,649
|
|
|
452,740
|
|
|
Amortization
|
130,771
|
|
|
46,973
|
|
|
9,030
|
|
|
186,774
|
|
|
Adjusted EBITDA
|
1,572,438
|
|
|
99,575
|
|
|
(213,089)
|
|
|
1,458,924
|
|
|
Total Assets(1)
|
9,135,198
|
|
|
2,217,505
|
|
|
504,515
|
|
|
11,857,218
|
|
|
Expenditures for Segment Assets
|
443,634
|
|
|
1,794,386
|
|
|
79,286
|
|
|
2,317,306
|
|
|
Capital Expenditures
|
254,308
|
|
|
152,739
|
|
|
53,015
|
|
|
460,062
|
|
|
Cash Paid for Acquisitions, Net of Cash Acquired
|
93,217
|
|
|
1,639,427
|
|
|
25,913
|
|
|
1,758,557
|
|
|
Acquisitions of Customer Relationships, Customer Inducements and Contract Fulfillment Costs
|
96,109
|
|
|
2,220
|
|
|
358
|
|
|
98,687
|
|
(1)Excludes all intercompany receivables or payables and investment in subsidiary balances.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
118
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
10. SEGMENT INFORMATION (CONTINUED)
The accounting policies of the reportable segments are the same as those described in Note 2. During the fourth quarter of 2020, we changed our definition of Adjusted EBITDA to (a) exclude stock-based compensation expense and (b) include our share of Adjusted EBITDA from our unconsolidated joint ventures. All prior periods have been recast to conform to these changes. We now define Adjusted EBITDA for each segment as income (loss) from continuing operations before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:
|
|
|
|
|
|
|
|
|
|
|
EXCLUDED
|
|
|
•Significant Acquisition Costs
•Restructuring Charges
•Intangible impairments
•(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)
|
•Other expense (income), net
•Stock-based compensation expense
•COVID-19 Costs (as defined below)
|
|
|
|
Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocated resources to, our operating segments.
A reconciliation of Income (Loss) from Continuing Operations to Adjusted EBITDA on a consolidated basis for the years ended December 31, 2020, 2019 and 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Income (Loss) from Continuing Operations
|
$
|
343,096
|
|
|
$
|
268,211
|
|
|
$
|
367,558
|
|
|
Add/(Deduct):
|
|
|
|
|
|
|
Interest expense, net
|
418,535
|
|
|
419,298
|
|
|
409,648
|
|
|
Provision (benefit) for income taxes
|
29,609
|
|
|
59,931
|
|
|
42,753
|
|
|
Depreciation and amortization
|
652,069
|
|
|
658,201
|
|
|
639,514
|
|
|
Significant Acquisition Costs
|
—
|
|
|
13,293
|
|
|
50,665
|
|
|
Restructuring Charges
|
194,396
|
|
|
48,597
|
|
|
—
|
|
|
Intangible impairments
|
23,000
|
|
|
—
|
|
|
—
|
|
|
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)
|
(363,537)
|
|
|
(63,824)
|
|
|
(73,622)
|
|
|
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)
|
133,611
|
|
|
25,720
|
|
|
(11,867)
|
|
|
Stock-based compensation expense(2)
|
34,272
|
|
|
36,194
|
|
|
31,014
|
|
|
COVID-19 Costs(3)
|
9,285
|
|
|
—
|
|
|
—
|
|
|
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures
|
1,385
|
|
|
3,388
|
|
|
3,261
|
|
|
Adjusted EBITDA
|
$
|
1,475,721
|
|
|
$
|
1,469,009
|
|
|
$
|
1,458,924
|
|
(1)Includes foreign currency transaction losses (gains), net, debt extinguishment expense and other, net.
(2)Stock-based compensation expense related to Project Summit is included within Restructuring Charges for the years ended December 31, 2020 and 2019.
(3)Costs that are incremental and directly attributable to the COVID-19 pandemic which are not expected to recur once the pandemic ends (“COVID-19 Costs”). For the year ended December 31, 2020, approximately $7,600 and $1,600 of COVID-19 Costs are included within Cost of sales and Selling, general and administrative expenses, respectively, on our Consolidated Statement of Operations. These costs include the purchase of personal protective equipment for our employees and incremental cleaning costs of our facilities, among other direct costs.
|
|
|
|
|
|
|
|
|
|
|
119
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
10. SEGMENT INFORMATION (CONTINUED)
Information as to our operations in different geographical areas for the years ended December 31, 2020, 2019 and 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
|
2020
|
|
2019
|
|
2018
|
|
Revenues:
|
|
|
|
|
|
|
United States
|
$
|
2,577,084
|
|
|
$
|
2,632,586
|
|
|
$
|
2,579,847
|
|
|
United Kingdom
|
247,667
|
|
|
274,931
|
|
|
280,993
|
|
|
Canada
|
224,860
|
|
|
243,033
|
|
|
249,505
|
|
|
Australia
|
133,815
|
|
|
143,511
|
|
|
155,367
|
|
|
Remaining Countries
|
963,844
|
|
|
968,523
|
|
|
960,049
|
|
|
|
|
|
|
|
|
|
Long-lived Assets:
|
|
|
|
|
|
|
United States
|
$
|
7,818,059
|
|
|
$
|
7,862,262
|
|
|
$
|
6,902,232
|
|
|
United Kingdom
|
838,491
|
|
|
755,859
|
|
|
547,768
|
|
|
Canada
|
556,120
|
|
|
556,591
|
|
|
453,398
|
|
|
Australia
|
575,862
|
|
|
530,755
|
|
|
442,755
|
|
|
Remaining Countries
|
3,090,948
|
|
|
2,875,010
|
|
|
2,302,951
|
|
|
|
|
|
|
|
|
Information as to our revenues by product and service lines by segment for the years ended December 31, 2020, 2019 and 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GLOBAL RIM BUSINESS
|
|
GLOBAL
DATA CENTER BUSINESS
|
|
CORPORATE
AND OTHER BUSINESS
|
|
TOTAL
CONSOLIDATED
|
|
For the Year Ended December 31, 2020
|
|
|
|
|
|
|
|
|
Records Management(1)
|
$
|
2,852,296
|
|
|
$
|
—
|
|
|
$
|
102,003
|
|
|
$
|
2,954,299
|
|
|
Data Management(1)
|
488,198
|
|
|
—
|
|
|
66,675
|
|
|
554,873
|
|
|
Information Destruction(1)(2)
|
358,786
|
|
|
—
|
|
|
—
|
|
|
358,786
|
|
|
Data Center
|
—
|
|
|
279,312
|
|
|
—
|
|
|
279,312
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
Records Management(1)
|
$
|
2,866,192
|
|
|
$
|
—
|
|
|
$
|
128,954
|
|
|
$
|
2,995,146
|
|
|
Data Management(1)
|
520,082
|
|
|
—
|
|
|
64,046
|
|
|
584,128
|
|
|
Information Destruction(1)(2)
|
426,159
|
|
|
—
|
|
|
—
|
|
|
426,159
|
|
|
Data Center
|
—
|
|
|
257,151
|
|
|
—
|
|
|
257,151
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
Records Management(1)
|
$
|
2,871,253
|
|
|
$
|
—
|
|
|
$
|
96,669
|
|
|
$
|
2,967,922
|
|
|
Data Management(1)
|
539,035
|
|
|
—
|
|
|
57,509
|
|
|
596,544
|
|
|
Information Destruction(1)(2)
|
432,312
|
|
|
—
|
|
|
—
|
|
|
432,312
|
|
|
Data Center
|
—
|
|
|
228,983
|
|
|
—
|
|
|
228,983
|
|
|
|
|
|
|
|
|
|
|
(1)Each of the offerings within our product and service lines has a component of revenue that is storage rental related and a component that is service revenues, except the destruction services offering, which does not have a storage rental component.
(2)Includes Secure Shredding services.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
120
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
11. RELATED PARTY TRANSACTIONS
In October 2020, in connection with the Frankfurt JV Transaction, we entered into agreements whereby we will earn various fees, including property management and construction and development fees, for services we are providing to the Frankfurt JV (the “Frankfurt JV Agreements”). Revenues and expenses associated with the Frankfurt JV Agreements are presented as a component of our Global Data Business segment. During the year ended December 31, 2020, we recognized revenue of approximately $400 associated with the Frankfurt JV Agreements.
In March 2019, in connection with the Consumer Storage Transaction and the MakeSpace Investment, we entered into a storage and service agreement with the MakeSpace JV to provide certain storage and related services to the MakeSpace JV (the "MakeSpace Agreement”). Revenues and expenses associated with the MakeSpace Agreement are presented as a component of our Global RIM Business segment. During the years ended December 31, 2020 and 2019, we recognized revenue of approximately $33,600 and $22,500, respectively, associated with the MakeSpace Agreement.
During the years ended December 31, 2020, 2019 and 2018, the Company had no other related party transactions.
12. PROJECT SUMMIT
In October 2019, we announced Project Summit, our global program designed to better position us for future growth and achievement of our strategic objectives. We expanded Project Summit during the first quarter of 2020 to include additional opportunities to streamline our business and operations, as well as accelerated the timing of certain opportunities previously identified. Such opportunities include leveraging new technology solutions to enable us to modernize our service delivery model and more efficiently utilize our fleet, labor and real estate. As a result of the program, we expect to reduce the number of positions at vice president and above by approximately 45%. The total program is expected to reduce our total managerial and administrative workforce by approximately 700 positions by the end of 2021. We have also reduced our services and operations workforce. As of December 31, 2020, we have completed approximately 70% of our planned workforce reductions. The activities associated with Project Summit began in the fourth quarter of 2019 and are expected to be substantially complete by the end of 2021.
We estimate that the implementation of Project Summit will result in total operating expenditures ("Restructuring Charges") of approximately $450,000 that primarily consist of: (1) employee severance costs; (2) internal costs associated with the development and implementation of Project Summit initiatives; (3) professional fees, primarily related to third party consultants who are assisting with the design and execution of various initiatives as well as project management activities and (4) system implementation and data conversion costs.
Restructuring Charges included in the accompanying Consolidated Statement of Operations for the years ended December 31, 2020 and 2019, and from the inception of Project Summit through December 31, 2020, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED
DECEMBER 31, 2020
|
|
YEAR ENDED
DECEMBER 31, 2019
|
|
FROM THE INCEPTION OF PROJECT SUMMIT THROUGH DECEMBER 31, 2020
|
|
Employee severance costs
|
|
$
|
47,349
|
|
|
$
|
20,850
|
|
|
$
|
68,199
|
|
|
Professional fees and other costs
|
|
147,047
|
|
|
27,747
|
|
|
174,794
|
|
|
Restructuring Charges
|
|
$
|
194,396
|
|
|
$
|
48,597
|
|
|
$
|
242,993
|
|
|
|
|
|
|
|
|
|
|
|
|
121
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2020
(In thousands, except share and per share data)
12. PROJECT SUMMIT (CONTINUED)
Restructuring Charges included in the accompanying Consolidated Statement of Operations by segment for the years ended December 31, 2020 and 2019, and from inception of Project Summit through December 31, 2020, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED
DECEMBER 31, 2020
|
|
YEAR ENDED
DECEMBER 31, 2019
|
|
FROM THE INCEPTION OF PROJECT SUMMIT THROUGH DECEMBER 31, 2020
|
|
Global RIM Business
|
|
$
|
67,140
|
|
|
$
|
21,900
|
|
|
$
|
89,040
|
|
|
Global Data Center Business
|
|
1,632
|
|
|
306
|
|
|
1,938
|
|
|
Corporate and Other Business
|
|
125,624
|
|
|
26,391
|
|
|
152,015
|
|
|
Restructuring Charges
|
|
$
|
194,396
|
|
|
$
|
48,597
|
|
|
$
|
242,993
|
|
A rollforward of the accrued Restructuring Charges, which is included as a component of Accrued expenses and other current liabilities in our Consolidated Balance Sheet for the year ended December 31, 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMPLOYEE SEVERANCE COSTS
|
|
PROFESSIONAL FEES AND OTHER
|
|
TOTAL ACCRUED RESTRUCTURING CHARGES
|
|
Inception of Project Summit
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Amounts accrued
|
|
20,850
|
|
|
27,747
|
|
|
48,597
|
|
|
Payments
|
|
(16,027)
|
|
|
(14,793)
|
|
|
(30,820)
|
|
|
Other, including currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Balance as of December 31, 2019
|
|
4,823
|
|
|
12,954
|
|
|
17,777
|
|
|
Amounts accrued
|
|
47,349
|
|
|
147,047
|
|
|
194,396
|
|
|
Payments
|
|
(32,455)
|
|
|
(136,222)
|
|
|
(168,677)
|
|
|
Other, including currency translation adjustments
|
|
(3,439)
|
|
|
(4)
|
|
|
(3,443)
|
|
|
Balance as of December 31, 2020
|
|
$
|
16,278
|
|
|
$
|
23,775
|
|
|
$
|
40,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
122
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2020
(Dollars in thousands)
Schedule III - Schedule of Real Estate and Accumulated Depreciation (“Schedule III”) reflects the cost and associated accumulated depreciation for the real estate facilities that are owned. The gross cost included in Schedule III includes the cost for land, land improvements, buildings, building improvements and racking. Schedule III does not reflect the 1,167 leased facilities in our real estate portfolio. In addition, Schedule III does not include any value for financing leases for property that is classified as land, buildings and building improvements in our consolidated financial statements.
The following table presents a reconciliation of the gross amount of real estate assets, as presented in Schedule III below, to the sum of the historical book value of land, buildings and building improvements, racking and construction in progress as disclosed in Note 2.h. to Notes to Consolidated Financial Statements as of December 31, 2020:
|
|
|
|
|
|
|
|
Gross Amount of Real Estate Assets, As Reported on Schedule III
|
$
|
3,830,489
|
|
|
Add Reconciling Items:
|
|
|
Book value of racking included in leased facilities(1)
|
1,448,654
|
|
|
Book value of financing leases(2)
|
410,583
|
|
|
Book value of construction in progress(3)
|
287,580
|
|
|
Total Reconciling Items
|
2,146,817
|
|
|
Gross Amount of Real Estate Assets, As Disclosed in Note 2.h.
|
$
|
5,977,306
|
|
(1)Represents the gross book value of racking installed in our 1,167 leased facilities, which is included in historical book value of racking in Note 2.h., but excluded from Schedule III.
(2)Represents the gross book value of buildings and building improvements that are subject to financing leases, which are included in the historical book value of building and building improvements in Note 2.h., but excluded from Schedule III.
(3)Represents the gross book value of non-real estate assets that are included in the historical book value of construction in progress assets in Note 2.h. The historical book value of real estate assets associated with owned buildings that were related to construction in progress as of December 31, 2020 is included in Schedule III.
The following table presents a reconciliation of the accumulated depreciation of real estate assets, as presented in Schedule III below, to the total accumulated depreciation for all property, plant and equipment presented on our Consolidated Balance Sheet as of December 31, 2020:
|
|
|
|
|
|
|
|
Accumulated Depreciation of Real Estate Assets, As Reported on Schedule III
|
$
|
1,097,616
|
|
|
Add Reconciling Items:
|
|
|
Accumulated Depreciation - non-real estate assets(1)
|
1,549,986
|
|
|
Accumulated Depreciation - racking in leased facilities(2)
|
941,028
|
|
|
Accumulated Depreciation - financing leases(3)
|
155,264
|
|
|
Total Reconciling Items
|
2,646,278
|
|
|
Accumulated Depreciation, As Reported on Consolidated Balance Sheet
|
$
|
3,743,894
|
|
(1)Represents the accumulated depreciation of non-real estate assets that is included in the total accumulated depreciation of property, plant and equipment on our Consolidated Balance Sheet, but excluded from Schedule III as the assets to which this accumulated depreciation relates are not considered real estate assets associated with owned buildings.
(2)Represents the accumulated depreciation of racking as of December 31, 2020 installed in our 1,167 leased facilities, which is included in total accumulated depreciation of property, plant and equipment on our Consolidated Balance Sheet, but excluded from Schedule III, as disclosed in Footnote 1 to Schedule III.
(3)Represents the accumulated depreciation of buildings and building improvements as of December 31, 2020 that are subject to financing leases, which is included in the total accumulated depreciation of property, plant and equipment on our Consolidated Balance Sheet, but excluded from Schedule III, as disclosed in Footnote 1 to Schedule III.
|
|
|
|
|
|
|
|
|
|
|
123
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
|
FACILITIES(1)
|
|
ENCUMBRANCES
|
|
INITIAL COST
TO COMPANY(1)
|
|
COST
CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
|
GROSS AMOUNT
CARRIED AT
CLOSE OF
CURRENT
PERIOD(1)(8)
|
|
ACCUMULATED
DEPRECIATION
AT CLOSE OF
CURRENT
PERIOD(1)(8)
|
|
DATE OF
CONSTRUCTION
OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
STATEMENT IS
COMPUTED
|
|
North America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
(Including Puerto Rico)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140 Oxmoor Ct, Birmingham, Alabama
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,322
|
|
|
$
|
978
|
|
|
$
|
2,300
|
|
|
$
|
1,181
|
|
|
2001
|
|
Up to 40 years
|
|
1420 North Fiesta Blvd, Gilbert, Arizona
|
|
1
|
|
|
—
|
|
|
1,637
|
|
|
2,741
|
|
|
4,378
|
|
|
2,115
|
|
|
2001
|
|
Up to 40 years
|
|
4802 East Van Buren, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
15,599
|
|
|
143,887
|
|
|
159,486
|
|
|
3,246
|
|
|
2019
|
|
Up to 40 years
|
|
615 North 48th Street, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
423,107
|
|
|
21,338
|
|
|
444,445
|
|
|
43,817
|
|
|
2018
|
(5)
|
Up to 40 years
|
|
2955 S. 18th Place, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
12,178
|
|
|
14,250
|
|
|
26,428
|
|
|
6,019
|
|
|
2007
|
|
Up to 40 years
|
|
4449 South 36th St, Phoenix, Arizona
|
|
1
|
|
|
—
|
|
|
7,305
|
|
|
1,049
|
|
|
8,354
|
|
|
5,190
|
|
|
2012
|
|
Up to 40 years
|
|
8521 E. Princess Drive, Scottsdale, Arizona
|
|
1
|
|
|
—
|
|
|
87,865
|
|
|
1,879
|
|
|
89,744
|
|
|
12,425
|
|
|
2018
|
(5)
|
Up to 40 years
|
|
600 Burning Tree Rd, Fullerton, California
|
|
1
|
|
|
—
|
|
|
4,762
|
|
|
1,899
|
|
|
6,661
|
|
|
3,091
|
|
|
2002
|
|
Up to 40 years
|
|
21063 Forbes St, Hayward, California
|
|
1
|
|
|
—
|
|
|
13,407
|
|
|
365
|
|
|
13,772
|
|
|
2,912
|
|
|
2019
|
(7)
|
Up to 40 years
|
|
1025 North Highland Ave, Los Angeles, California
|
|
1
|
|
|
—
|
|
|
10,168
|
|
|
26,791
|
|
|
36,959
|
|
|
15,136
|
|
|
1988
|
|
Up to 40 years
|
|
1010 - 1006 North Mansfield, Los Angeles, California
|
|
1
|
|
|
—
|
|
|
749
|
|
|
—
|
|
|
749
|
|
|
128
|
|
|
2014
|
|
Up to 40 years
|
|
1350 West Grand Ave, Oakland, California
|
|
1
|
|
|
—
|
|
|
15,172
|
|
|
7,251
|
|
|
22,423
|
|
|
15,293
|
|
|
1997
|
|
Up to 40 years
|
|
1760 North Saint Thomas Circle, Orange, California
|
|
1
|
|
|
—
|
|
|
4,576
|
|
|
499
|
|
|
5,075
|
|
|
1,981
|
|
|
2002
|
|
Up to 40 years
|
|
1915 South Grand Ave, Santa Ana, California
|
|
1
|
|
|
—
|
|
|
3,420
|
|
|
1,272
|
|
|
4,692
|
|
|
2,027
|
|
|
2001
|
|
Up to 40 years
|
|
2680 Sequoia Dr, South Gate, California
|
|
1
|
|
|
—
|
|
|
6,329
|
|
|
2,251
|
|
|
8,580
|
|
|
4,291
|
|
|
2002
|
|
Up to 40 years
|
|
336 Oyster Point Blvd, South San Francisco, California
|
|
1
|
|
|
—
|
|
|
15,100
|
|
|
49
|
|
|
15,149
|
|
|
2,446
|
|
|
2019
|
(7)
|
Up to 40 years
|
|
25250 South Schulte Rd, Tracy, California
|
|
1
|
|
|
—
|
|
|
3,049
|
|
|
1,774
|
|
|
4,823
|
|
|
2,232
|
|
|
2001
|
|
Up to 40 years
|
|
3576 N. Moline, Aurora, Colorado
|
|
1
|
|
|
—
|
|
|
1,583
|
|
|
4,469
|
|
|
6,052
|
|
|
2,025
|
|
|
2001
|
|
Up to 40 years
|
|
5151 E. 46th Ave, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
6,312
|
|
|
709
|
|
|
7,021
|
|
|
1,752
|
|
|
2014
|
|
Up to 40 years
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
124
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
|
FACILITIES(1)
|
|
ENCUMBRANCES
|
|
INITIAL COST
TO COMPANY(1)
|
|
COST
CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
|
GROSS AMOUNT
CARRIED AT
CLOSE OF
CURRENT
PERIOD(1)(8)
|
|
ACCUMULATED
DEPRECIATION
AT CLOSE OF
CURRENT
PERIOD(1)(8)
|
|
DATE OF
CONSTRUCTION
OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
STATEMENT IS
COMPUTED
|
|
North America (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
(Including Puerto Rico
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11333 E 53rd Ave, Denver, Colorado
|
|
1
|
|
|
$
|
—
|
|
|
$
|
7,403
|
|
|
$
|
10,232
|
|
|
$
|
17,635
|
|
|
$
|
9,949
|
|
|
2001
|
|
Up to 40 years
|
|
4300 Brighton Boulevard, Denver, Colorado
|
|
1
|
|
|
—
|
|
|
116,336
|
|
|
21,257
|
|
|
137,593
|
|
|
14,131
|
|
|
2017
|
|
Up to 40 years
|
|
20 Eastern Park Rd, East Hartford, Connecticut
|
|
1
|
|
|
—
|
|
|
7,417
|
|
|
1,904
|
|
|
9,321
|
|
|
6,340
|
|
|
2002
|
|
Up to 40 years
|
|
Bennett Rd, Suffield, Connecticut
|
|
2
|
|
|
—
|
|
|
1,768
|
|
|
940
|
|
|
2,708
|
|
|
1,459
|
|
|
2000
|
|
Up to 40 years
|
|
Kennedy Road, Windsor, Connecticut
|
|
2
|
|
|
—
|
|
|
10,447
|
|
|
31,259
|
|
|
41,706
|
|
|
21,987
|
|
|
2001
|
|
Up to 40 years
|
|
293 Ella Grasso Rd, Windsor Locks, Connecticut
|
|
1
|
|
|
—
|
|
|
4,021
|
|
|
2,072
|
|
|
6,093
|
|
|
3,008
|
|
|
2002
|
|
Up to 40 years
|
|
150-200 Todds Ln, Wilmington, Delaware
|
|
1
|
|
|
—
|
|
|
7,226
|
|
|
1,048
|
|
|
8,274
|
|
|
5,205
|
|
|
2002
|
|
Up to 40 years
|
|
13280 Vantage Way, Jacksonville, Florida
|
|
1
|
|
|
—
|
|
|
1,853
|
|
|
573
|
|
|
2,426
|
|
|
1,013
|
|
|
2001
|
|
Up to 40 years
|
|
12855 Starkey Rd, Largo, Florida
|
|
1
|
|
|
—
|
|
|
3,293
|
|
|
3,005
|
|
|
6,298
|
|
|
3,399
|
|
|
2001
|
|
Up to 40 years
|
|
7801 Riviera Blvd, Miramar, Florida
|
|
1
|
|
|
—
|
|
|
8,250
|
|
|
234
|
|
|
8,484
|
|
|
1,027
|
|
|
2017
|
|
Up to 40 years
|
|
10002 Satellite Blvd, Orlando, Florida
|
|
1
|
|
|
—
|
|
|
1,927
|
|
|
343
|
|
|
2,270
|
|
|
938
|
|
|
2001
|
|
Up to 40 years
|
|
3501 Electronics Way, West Palm Beach, Florida
|
|
1
|
|
|
—
|
|
|
4,201
|
|
|
13,851
|
|
|
18,052
|
|
|
7,604
|
|
|
2001
|
|
Up to 40 years
|
|
1890 MacArthur Blvd, Atlanta, Georgia
|
|
1
|
|
|
—
|
|
|
1,786
|
|
|
772
|
|
|
2,558
|
|
|
1,193
|
|
|
2002
|
|
Up to 40 years
|
|
3881 Old Gordon Rd, Atlanta, Georgia
|
|
1
|
|
|
—
|
|
|
1,185
|
|
|
790
|
|
|
1,975
|
|
|
898
|
|
|
2001
|
|
Up to 40 years
|
|
5319 Tulane Drive SW, Atlanta, Georgia
|
|
1
|
|
|
—
|
|
|
2,808
|
|
|
3,940
|
|
|
6,748
|
|
|
3,560
|
|
|
2002
|
|
Up to 40 years
|
|
6111 Live Oak Parkway, Norcross, Georgia
|
|
1
|
|
|
—
|
|
|
3,542
|
|
|
2,720
|
|
|
6,262
|
|
|
517
|
|
|
2017
|
|
Up to 40 years
|
|
3150 Nifda Dr, Smyrna, Georgia
|
|
1
|
|
|
—
|
|
|
463
|
|
|
777
|
|
|
1,240
|
|
|
763
|
|
|
1990
|
|
Up to 40 years
|
|
2425 South Halsted St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
7,470
|
|
|
1,670
|
|
|
9,140
|
|
|
4,536
|
|
|
2006
|
|
Up to 40 years
|
|
1301 S. Rockwell St, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
7,947
|
|
|
19,884
|
|
|
27,831
|
|
|
16,600
|
|
|
1999
|
|
Up to 40 years
|
|
|
|
|
|
|
|
|
|
|
|
125
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
|
FACILITIES(1)
|
|
ENCUMBRANCES
|
|
INITIAL COST
TO COMPANY(1)
|
|
COST
CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
|
GROSS AMOUNT
CARRIED AT
CLOSE OF
CURRENT
PERIOD(1)(8)
|
|
ACCUMULATED
DEPRECIATION
AT CLOSE OF
CURRENT
PERIOD(1)(8)
|
|
DATE OF
CONSTRUCTION
OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
STATEMENT IS
COMPUTED
|
|
North America (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
(Including Puerto Rico)
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2604 West 13th St, Chicago, Illinois
|
|
1
|
|
|
$
|
—
|
|
|
$
|
404
|
|
|
$
|
2,888
|
|
|
$
|
3,292
|
|
|
$
|
2,874
|
|
|
2001
|
|
Up to 40 years
|
|
2211 W. Pershing Rd, Chicago, Illinois
|
|
1
|
|
|
—
|
|
|
4,264
|
|
|
13,995
|
|
|
18,259
|
|
|
9,024
|
|
|
2001
|
|
Up to 40 years
|
|
2255 Pratt Blvd, Elk Grove, Illinois
|
|
1
|
|
|
—
|
|
|
1,989
|
|
|
3,893
|
|
|
5,882
|
|
|
1,681
|
|
|
2000
|
|
Up to 40 years
|
|
4175 Chandler Dr Opus No. Corp, Hanover Park, Illinois
|
|
1
|
|
|
—
|
|
|
22,048
|
|
|
2,801
|
|
|
24,849
|
|
|
10,352
|
|
|
2014
|
|
Up to 40 years
|
|
2600 Beverly Drive, Lincoln, Illinois
|
|
1
|
|
|
—
|
|
|
1,378
|
|
|
923
|
|
|
2,301
|
|
|
319
|
|
|
2015
|
|
Up to 40 years
|
|
6090 NE 14th Street, Des Moines, Iowa
|
|
1
|
|
|
—
|
|
|
622
|
|
|
511
|
|
|
1,133
|
|
|
443
|
|
|
2003
|
|
Up to 40 years
|
|
South 7th St, Louisville, Kentucky
|
|
4
|
|
|
—
|
|
|
709
|
|
|
14,547
|
|
|
15,256
|
|
|
5,885
|
|
|
Various
|
|
Up to 40 years
|
|
26 Parkway Drive (fka 133 Pleasant), Scarborough, Maine
|
|
1
|
|
|
—
|
|
|
8,337
|
|
|
389
|
|
|
8,726
|
|
|
3,386
|
|
|
2015
|
(7)
|
Up to 40 years
|
|
8928 McGaw Ct, Columbia, Maryland
|
|
1
|
|
|
—
|
|
|
2,198
|
|
|
6,441
|
|
|
8,639
|
|
|
3,905
|
|
|
1999
|
|
Up to 40 years
|
|
10641 Iron Bridge Rd, Jessup, Maryland
|
|
1
|
|
|
—
|
|
|
3,782
|
|
|
1,459
|
|
|
5,241
|
|
|
2,801
|
|
|
2000
|
|
Up to 40 years
|
|
96 High St, Billerica, Massachusetts
|
|
1
|
|
|
—
|
|
|
3,221
|
|
|
3,948
|
|
|
7,169
|
|
|
3,781
|
|
|
1998
|
|
Up to 40 years
|
|
120 Hampden St, Boston, Massachusetts
|
|
1
|
|
|
—
|
|
|
164
|
|
|
939
|
|
|
1,103
|
|
|
576
|
|
|
2002
|
|
Up to 40 years
|
|
32 George St, Boston, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,820
|
|
|
5,391
|
|
|
7,211
|
|
|
5,630
|
|
|
1991
|
|
Up to 40 years
|
|
14500 Weston Pkwy, Cary, North Carolina
|
|
1
|
|
|
—
|
|
|
1,880
|
|
|
2,229
|
|
|
4,109
|
|
|
2,071
|
|
|
1999
|
|
Up to 40 years
|
|
3435 Sharps Lot Rd, Dighton, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,911
|
|
|
797
|
|
|
2,708
|
|
|
2,130
|
|
|
1999
|
|
Up to 40 years
|
|
77 Constitution Boulevard, Franklin, Massachusetts
|
|
1
|
|
|
—
|
|
|
5,413
|
|
|
224
|
|
|
5,637
|
|
|
857
|
|
|
2014
|
|
Up to 40 years
|
|
216 Canal St, Lawrence, Massachusetts
|
|
1
|
|
|
—
|
|
|
1,298
|
|
|
1,123
|
|
|
2,421
|
|
|
1,840
|
|
|
2001
|
|
Up to 40 years
|
|
Bearfoot Road, Northboro, Massachusetts
|
|
2
|
|
|
—
|
|
|
55,923
|
|
|
12,745
|
|
|
68,668
|
|
|
42,266
|
|
|
Various
|
|
Up to 40 years
|
|
38300 Plymouth Road, Livonia, Michigan
|
|
1
|
|
|
—
|
|
|
10,285
|
|
|
1,920
|
|
|
12,205
|
|
|
4,310
|
|
|
2015
|
(7)
|
Up to 40 years
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
126
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
|
FACILITIES(1)
|
|
ENCUMBRANCES
|
|
INITIAL COST
TO COMPANY(1)
|
|
COST CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
|
GROSS AMOUNT
CARRIED AT CLOSE OF CURRENT
PERIOD(1)(8)
|
|
ACCUMULATED
DEPRECIATION AT CLOSE OF CURRENT
PERIOD(1)(8)
|
|
DATE OF
CONSTRUCTION
OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
STATEMENT IS
COMPUTED
|
|
North America (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
(Including Puerto Rico)
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6601 Sterling Dr South, Sterling Heights, Michigan
|
|
1
|
|
|
$
|
—
|
|
|
$
|
1,294
|
|
|
$
|
1,250
|
|
|
$
|
2,544
|
|
|
$
|
1,276
|
|
|
2002
|
|
Up to 40 years
|
|
1985 Bart Ave, Warren, Michigan
|
|
1
|
|
|
—
|
|
|
1,802
|
|
|
530
|
|
|
2,332
|
|
|
1,187
|
|
|
2000
|
|
Up to 40 years
|
|
Wahl Court, Warren, Michigan
|
|
2
|
|
|
—
|
|
|
3,426
|
|
|
2,684
|
|
|
6,110
|
|
|
3,882
|
|
|
Various
|
|
Up to 40 years
|
|
31155 Wixom Rd, Wixom, Michigan
|
|
1
|
|
|
—
|
|
|
4,000
|
|
|
1,482
|
|
|
5,482
|
|
|
2,872
|
|
|
2001
|
|
Up to 40 years
|
|
3140 Ryder Trail South, Earth City, Missouri
|
|
1
|
|
|
—
|
|
|
3,072
|
|
|
3,398
|
|
|
6,470
|
|
|
2,558
|
|
|
2004
|
|
Up to 40 years
|
|
Missouri Bottom Road, Hazelwood, Missouri
|
|
4
|
|
|
—
|
|
|
28,282
|
|
|
5,073
|
|
|
33,355
|
|
|
8,667
|
|
|
Various
|
(7)
|
Up to 40 years
|
|
Leavenworth St/18th St, Omaha, Nebraska
|
|
3
|
|
|
—
|
|
|
2,924
|
|
|
19,855
|
|
|
22,779
|
|
|
8,295
|
|
|
Various
|
|
Up to 40 years
|
|
4105 North Lamb Blvd, Las Vegas, Nevada
|
|
1
|
|
|
—
|
|
|
3,430
|
|
|
8,965
|
|
|
12,395
|
|
|
6,276
|
|
|
2002
|
|
Up to 40 years
|
|
17 Hydro Plant Rd, Milton, New Hampshire
|
|
1
|
|
|
—
|
|
|
6,179
|
|
|
4,445
|
|
|
10,624
|
|
|
6,895
|
|
|
2001
|
|
Up to 40 years
|
|
3003 Woodbridge Avenue, Edison, New Jersey
|
|
1
|
|
|
—
|
|
|
310,404
|
|
|
56,509
|
|
|
366,913
|
|
|
29,990
|
|
|
2018
|
(5)
|
Up to 40 years
|
|
811 Route 33, Freehold, New Jersey
|
|
3
|
|
|
—
|
|
|
38,697
|
|
|
57,207
|
|
|
95,904
|
|
|
56,003
|
|
|
Various
|
|
Up to 40 years
|
|
51-69 & 77-81 Court St, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
11,734
|
|
|
10,437
|
|
|
22,171
|
|
|
2,179
|
|
|
2015
|
|
Up to 40 years
|
|
560 Irvine Turner Blvd, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
9,522
|
|
|
1,718
|
|
|
11,240
|
|
|
1,109
|
|
|
2015
|
|
Up to 40 years
|
|
231 Johnson Ave, Newark, New Jersey
|
|
1
|
|
|
—
|
|
|
8,945
|
|
|
2,399
|
|
|
11,344
|
|
|
1,173
|
|
|
2015
|
|
Up to 40 years
|
|
650 Howard Avenue, Somerset, New Jersey
|
|
1
|
|
|
—
|
|
|
3,585
|
|
|
11,835
|
|
|
15,420
|
|
|
6,553
|
|
|
2006
|
|
Up to 40 years
|
|
100 Bailey Ave, Buffalo, New York
|
|
1
|
|
|
—
|
|
|
1,324
|
|
|
11,437
|
|
|
12,761
|
|
|
7,052
|
|
|
1998
|
|
Up to 40 years
|
|
64 Leone Ln, Chester, New York
|
|
1
|
|
|
—
|
|
|
5,086
|
|
|
1,132
|
|
|
6,218
|
|
|
3,606
|
|
|
2000
|
|
Up to 40 years
|
|
1368 County Rd 8, Farmington, New York
|
|
1
|
|
|
—
|
|
|
2,611
|
|
|
4,788
|
|
|
7,399
|
|
|
4,869
|
|
|
1998
|
|
Up to 40 years
|
|
County Rd 10, Linlithgo, New York
|
|
2
|
|
|
—
|
|
|
102
|
|
|
3,233
|
|
|
3,335
|
|
|
1,782
|
|
|
2001
|
|
Up to 40 years
|
|
77 Seaview Blvd, N. Hempstead New York
|
|
1
|
|
|
—
|
|
|
5,719
|
|
|
1,442
|
|
|
7,161
|
|
|
2,925
|
|
|
2006
|
|
Up to 40 years
|
|
|
|
|
|
|
|
|
|
|
|
127
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
|
FACILITIES(1)
|
|
ENCUMBRANCES
|
|
INITIAL COST
TO COMPANY(1)
|
|
COST CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
|
GROSS AMOUNT
CARRIED AT CLOSE OF CURRENT
PERIOD(1)(8)
|
|
ACCUMULATED
DEPRECIATION AT CLOSE OF CURRENT
PERIOD(1)(8)
|
|
DATE OF
CONSTRUCTION
OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
STATEMENT IS
COMPUTED
|
|
North America (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
(Including Puerto Rico)
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37 Hurds Corner Road, Pawling, New York
|
|
1
|
|
|
$
|
—
|
|
|
$
|
4,323
|
|
|
$
|
1,285
|
|
|
$
|
5,608
|
|
|
$
|
2,471
|
|
|
2005
|
|
Up to 40 years
|
|
Ulster Ave/Route 9W, Port Ewen, New York
|
|
3
|
|
|
—
|
|
|
23,137
|
|
|
11,745
|
|
|
34,882
|
|
|
23,388
|
|
|
2001
|
|
Up to 40 years
|
|
Binnewater Rd, Rosendale, New York
|
|
2
|
|
|
—
|
|
|
5,142
|
|
|
11,827
|
|
|
16,969
|
|
|
7,696
|
|
|
Various
|
|
Up to 40 years
|
|
220 Wavel St, Syracuse, New York
|
|
1
|
|
|
—
|
|
|
2,929
|
|
|
2,765
|
|
|
5,694
|
|
|
3,098
|
|
|
1997
|
|
Up to 40 years
|
|
2235 Cessna Drive, Burlington, North Carolina
|
|
1
|
|
|
—
|
|
|
1,602
|
|
|
328
|
|
|
1,930
|
|
|
277
|
|
|
2015
|
|
Up to 40 years
|
|
826 Church Street, Morrisville, North Carolina
|
|
1
|
|
|
—
|
|
|
7,087
|
|
|
266
|
|
|
7,353
|
|
|
1,558
|
|
|
2017
|
|
Up to 40 years
|
|
1275 East 40th, Cleveland, Ohio
|
|
1
|
|
|
—
|
|
|
3,129
|
|
|
606
|
|
|
3,735
|
|
|
2,137
|
|
|
1999
|
|
Up to 40 years
|
|
7208 Euclid Avenue, Cleveland, Ohio
|
|
1
|
|
|
—
|
|
|
3,336
|
|
|
4,071
|
|
|
7,407
|
|
|
3,471
|
|
|
2001
|
|
Up to 40 years
|
|
4260 Tuller Ridge Rd, Dublin, Ohio
|
|
1
|
|
|
—
|
|
|
1,030
|
|
|
1,881
|
|
|
2,911
|
|
|
1,562
|
|
|
1999
|
|
Up to 40 years
|
|
3366 South Tech Boulevard, Miamisburg, Ohio
|
|
1
|
|
|
—
|
|
|
29,092
|
|
|
674
|
|
|
29,766
|
|
|
3,085
|
|
|
2018
|
(5)
|
Up to 40 years
|
|
302 South Byrne Rd, Toledo, Ohio
|
|
1
|
|
|
—
|
|
|
602
|
|
|
1,090
|
|
|
1,692
|
|
|
820
|
|
|
2001
|
|
Up to 40 years
|
|
7530 N. Leadbetter Road, Portland, Oregon
|
|
1
|
|
|
—
|
|
|
5,187
|
|
|
1,874
|
|
|
7,061
|
|
|
4,314
|
|
|
2002
|
|
Up to 40 years
|
|
Branchton Rd, Boyers, Pennsylvania
|
|
3
|
|
|
—
|
|
|
21,166
|
|
|
243,167
|
|
|
264,333
|
|
|
70,834
|
|
|
Various
|
|
Up to 40 years
|
|
800 Carpenters Crossings, Folcroft, Pennsylvania
|
|
1
|
|
|
—
|
|
|
2,457
|
|
|
976
|
|
|
3,433
|
|
|
2,168
|
|
|
2000
|
|
Up to 40 years
|
|
Las Flores Industrial Park, Rio Grande, Puerto Rico
|
|
1
|
|
|
—
|
|
|
4,185
|
|
|
3,528
|
|
|
7,713
|
|
|
4,698
|
|
|
2001
|
|
Up to 40 years
|
|
24 Snake Hill Road, Chepachet, Rhode Island
|
|
1
|
|
|
—
|
|
|
2,659
|
|
|
2,243
|
|
|
4,902
|
|
|
3,120
|
|
|
2001
|
|
Up to 40 years
|
|
1061 Carolina Pines Road, Columbia, South Carolina
|
|
1
|
|
|
—
|
|
|
11,776
|
|
|
2,348
|
|
|
14,124
|
|
|
3,706
|
|
|
2016
|
(7)
|
Up to 40 years
|
|
2301 Prosperity Way, Florence, South Carolina
|
|
1
|
|
|
—
|
|
|
2,846
|
|
|
1,259
|
|
|
4,105
|
|
|
1,427
|
|
|
2016
|
(7)
|
Up to 40 years
|
|
Mitchell Street, Knoxville, Tennessee
|
|
2
|
|
|
—
|
|
|
718
|
|
|
4,575
|
|
|
5,293
|
|
|
2,229
|
|
|
Various
|
|
Up to 40 years
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
128
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
|
|
(B)
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|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
|
FACILITIES(1)
|
|
ENCUMBRANCES
|
|
INITIAL COST
TO COMPANY(1)
|
|
COST CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
|
GROSS AMOUNT
CARRIED AT CLOSE OF CURRENT
PERIOD(1)(8)
|
|
ACCUMULATED
DEPRECIATION AT CLOSE OF CURRENT
PERIOD(1)(8)
|
|
DATE OF
CONSTRUCTION
OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
STATEMENT IS
COMPUTED
|
|
North America (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
(Including Puerto Rico)
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6005 Dana Way, Nashville, Tennessee
|
|
2
|
|
|
$
|
—
|
|
|
$
|
1,827
|
|
|
$
|
3,063
|
|
|
$
|
4,890
|
|
|
$
|
2,105
|
|
|
2000
|
|
Up to 40 years
|
|
11406 Metric Blvd, Austin, Texas
|
|
1
|
|
|
—
|
|
|
5,489
|
|
|
2,212
|
|
|
7,701
|
|
|
4,274
|
|
|
2002
|
|
Up to 40 years
|
|
6600 Metropolis Drive, Austin, Texas
|
|
1
|
|
|
—
|
|
|
4,519
|
|
|
454
|
|
|
4,973
|
|
|
1,529
|
|
|
2011
|
|
Up to 40 years
|
|
Capital Parkway, Carrollton, Texas
|
|
3
|
|
|
—
|
|
|
8,299
|
|
|
9,991
|
|
|
18,290
|
|
|
3,182
|
|
|
2015
|
(7)
|
Up to 40 years
|
|
1800 Columbian Club Dr, Carrolton, Texas
|
|
1
|
|
|
—
|
|
|
19,673
|
|
|
1,190
|
|
|
20,863
|
|
|
10,111
|
|
|
2013
|
|
Up to 40 years
|
|
1905 John Connally Dr, Carrolton, Texas
|
|
1
|
|
|
—
|
|
|
2,174
|
|
|
848
|
|
|
3,022
|
|
|
1,481
|
|
|
2000
|
|
Up to 40 years
|
|
13425 Branchview Ln, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
3,518
|
|
|
3,685
|
|
|
7,203
|
|
|
4,335
|
|
|
2001
|
|
Up to 40 years
|
|
Cockrell Ave, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
1,277
|
|
|
1,597
|
|
|
2,874
|
|
|
2,013
|
|
|
2000
|
|
Up to 40 years
|
|
1819 S. Lamar St, Dallas, Texas
|
|
1
|
|
|
—
|
|
|
3,215
|
|
|
1,145
|
|
|
4,360
|
|
|
2,715
|
|
|
2000
|
|
Up to 40 years
|
|
2000 Robotics Place Suite B, Fort Worth, Texas
|
|
1
|
|
|
—
|
|
|
5,328
|
|
|
2,269
|
|
|
7,597
|
|
|
3,173
|
|
|
2002
|
|
Up to 40 years
|
|
1202 Ave R, Grand Prairie, Texas
|
|
1
|
|
|
—
|
|
|
8,354
|
|
|
2,204
|
|
|
10,558
|
|
|
6,283
|
|
|
2003
|
|
Up to 40 years
|
|
6203 Bingle Rd, Houston, Texas
|
|
1
|
|
|
—
|
|
|
3,188
|
|
|
11,495
|
|
|
14,683
|
|
|
9,102
|
|
|
2001
|
|
Up to 40 years
|
|
3502 Bissonnet St, Houston, Texas
|
|
1
|
|
|
—
|
|
|
7,687
|
|
|
722
|
|
|
8,409
|
|
|
6,051
|
|
|
2002
|
|
Up to 40 years
|
|
2600 Center Street, Houston, Texas
|
|
1
|
|
|
—
|
|
|
2,840
|
|
|
2,227
|
|
|
5,067
|
|
|
2,724
|
|
|
2000
|
|
Up to 40 years
|
|
5707 Chimney Rock, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,032
|
|
|
1,211
|
|
|
2,243
|
|
|
1,145
|
|
|
2002
|
|
Up to 40 years
|
|
5249 Glenmont Ave, Houston, Texas
|
|
1
|
|
|
—
|
|
|
3,467
|
|
|
2,406
|
|
|
5,873
|
|
|
2,952
|
|
|
2000
|
|
Up to 40 years
|
|
15333 Hempstead Hwy, Houston, Texas
|
|
3
|
|
|
—
|
|
|
6,327
|
|
|
37,843
|
|
|
44,170
|
|
|
14,745
|
|
|
2004
|
|
Up to 40 years
|
|
5757 Royalton Dr, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,795
|
|
|
1,024
|
|
|
2,819
|
|
|
1,374
|
|
|
2000
|
|
Up to 40 years
|
|
9601 West Tidwell, Houston, Texas
|
|
1
|
|
|
—
|
|
|
1,680
|
|
|
2,395
|
|
|
4,075
|
|
|
1,424
|
|
|
2001
|
|
Up to 40 years
|
|
7800 Westpark, Houston, Texas
|
|
1
|
|
|
—
|
|
|
6,323
|
|
|
1,344
|
|
|
7,667
|
|
|
2,010
|
|
|
2015
|
(7)
|
Up to 40 years
|
|
15300 FM 1825, Pflugerville, Texas
|
|
2
|
|
|
—
|
|
|
3,811
|
|
|
8,015
|
|
|
11,826
|
|
|
5,482
|
|
|
2001
|
|
Up to 40 years
|
|
|
|
|
|
|
|
|
|
|
|
129
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
(F)
|
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
|
FACILITIES(1)
|
|
ENCUMBRANCES
|
|
INITIAL COST
TO COMPANY(1)
|
|
COST CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
|
GROSS AMOUNT
CARRIED AT CLOSE OF CURRENT
PERIOD(1)(8)
|
|
ACCUMULATED
DEPRECIATION AT CLOSE OF CURRENT
PERIOD(1)(8)
|
|
DATE OF
CONSTRUCTION
OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
STATEMENT IS
COMPUTED
|
|
North America (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
(Including Puerto Rico)
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
930 Avenue B, San Antonio, Texas
|
|
1
|
|
|
$
|
—
|
|
|
$
|
393
|
|
|
$
|
245
|
|
|
$
|
638
|
|
|
$
|
279
|
|
|
1998
|
|
Up to 40 years
|
|
931 North Broadway, San Antonio, Texas
|
|
1
|
|
|
—
|
|
|
3,526
|
|
|
1,161
|
|
|
4,687
|
|
|
2,963
|
|
|
1999
|
|
Up to 40 years
|
|
1665 S. 5350 West, Salt Lake City, Utah
|
|
1
|
|
|
—
|
|
|
6,239
|
|
|
4,273
|
|
|
10,512
|
|
|
5,622
|
|
|
2002
|
|
Up to 40 years
|
|
11052 Lakeridge Pkwy, Ashland, Virginia
|
|
1
|
|
|
—
|
|
|
1,709
|
|
|
1,927
|
|
|
3,636
|
|
|
1,974
|
|
|
1999
|
|
Up to 40 years
|
|
2301 International Parkway, Fredericksburg, Virginia
|
|
1
|
|
|
—
|
|
|
20,980
|
|
|
240
|
|
|
21,220
|
|
|
6,397
|
|
|
2015
|
(7)
|
Up to 40 years
|
|
11660 Hayden Road, Manassas, Virginia
|
|
1
|
|
|
—
|
|
|
104,824
|
|
|
—
|
|
|
104,824
|
|
|
—
|
|
|
2020
|
|
Up to 40 years
|
|
4555 Progress Road, Norfolk, Virginia
|
|
1
|
|
|
—
|
|
|
6,527
|
|
|
1,125
|
|
|
7,652
|
|
|
3,541
|
|
|
2011
|
|
Up to 40 years
|
|
3725 Thirlane Rd. N.W., Roanoke, Virginia
|
|
1
|
|
|
—
|
|
|
2,577
|
|
|
190
|
|
|
2,767
|
|
|
1,265
|
|
|
2015
|
(7)
|
Up to 40 years
|
|
7700-7730 Southern Dr, Springfield, Virginia
|
|
1
|
|
|
—
|
|
|
14,167
|
|
|
2,776
|
|
|
16,943
|
|
|
9,761
|
|
|
2002
|
|
Up to 40 years
|
|
22445 Randolph Dr, Sterling, Virginia
|
|
1
|
|
|
—
|
|
|
7,598
|
|
|
3,737
|
|
|
11,335
|
|
|
6,328
|
|
|
2005
|
|
Up to 40 years
|
|
307 South 140th St, Burien, Washington
|
|
1
|
|
|
—
|
|
|
2,078
|
|
|
2,367
|
|
|
4,445
|
|
|
2,476
|
|
|
1999
|
|
Up to 40 years
|
|
8908 W. Hallett Rd, Cheney, Washington
|
|
1
|
|
|
—
|
|
|
510
|
|
|
4,266
|
|
|
4,776
|
|
|
2,250
|
|
|
1999
|
|
Up to 40 years
|
|
6600 Hardeson Rd, Everett, Washington
|
|
1
|
|
|
—
|
|
|
5,399
|
|
|
3,435
|
|
|
8,834
|
|
|
3,774
|
|
|
2002
|
|
Up to 40 years
|
|
1201 N. 96th St, Seattle, Washington
|
|
1
|
|
|
—
|
|
|
4,496
|
|
|
2,531
|
|
|
7,027
|
|
|
3,744
|
|
|
2001
|
|
Up to 40 years
|
|
4330 South Grove Road, Spokane, Washington
|
|
1
|
|
|
—
|
|
|
3,906
|
|
|
850
|
|
|
4,756
|
|
|
608
|
|
|
2015
|
|
Up to 40 years
|
|
12021 West Bluemound Road, Wauwatosa, Wisconsin
|
|
1
|
|
|
—
|
|
|
1,307
|
|
|
2,134
|
|
|
3,441
|
|
|
1,542
|
|
|
1999
|
|
Up to 40 years
|
|
|
|
160
|
|
|
$
|
—
|
|
|
$
|
1,833,229
|
|
|
$
|
1,062,809
|
|
|
$
|
2,896,038
|
|
|
$
|
777,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
130
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
FACILITIES(1)
|
ENCUMBRANCES
|
INITIAL COST TO COMPANY(1)
|
COST CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
GROSS AMOUNT
CARRIED AT CLOSE OF CURRENT PERIOD(1)(8)
|
ACCUMULATED
DEPRECIATION AT CLOSE OF CURRENT
PERIOD(1)(8)
|
DATE OF
CONSTRUCTION OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN LATEST INCOME
STATEMENT IS
COMPUTED
|
|
North America (continued)
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
|
One Command Court, Bedford
|
1
|
|
$
|
—
|
|
$
|
3,847
|
|
$
|
4,719
|
|
$
|
8,566
|
|
$
|
4,517
|
|
2000
|
|
Up to 40 years
|
|
195 Summerlea Road, Brampton
|
1
|
|
—
|
|
5,403
|
|
6,786
|
|
12,189
|
|
5,982
|
|
2000
|
|
Up to 40 years
|
|
10 Tilbury Court, Brampton
|
1
|
|
—
|
|
5,007
|
|
17,897
|
|
22,904
|
|
8,974
|
|
2000
|
|
Up to 40 years
|
|
8825 Northbrook Court, Burnaby
|
1
|
|
—
|
|
8,091
|
|
2,476
|
|
10,567
|
|
5,097
|
|
2001
|
|
Up to 40 years
|
|
8088 Glenwood Drive, Burnaby
|
1
|
|
—
|
|
4,326
|
|
7,414
|
|
11,740
|
|
5,143
|
|
2005
|
|
Up to 40 years
|
|
5811 26th Street S.E., Calgary
|
1
|
|
—
|
|
14,658
|
|
9,497
|
|
24,155
|
|
12,102
|
|
2000
|
|
Up to 40 years
|
|
3905-101 Street, Edmonton
|
1
|
|
—
|
|
2,020
|
|
910
|
|
2,930
|
|
1,703
|
|
2000
|
|
Up to 40 years
|
|
68 Grant Timmins Drive, Kingston
|
1
|
|
—
|
|
3,639
|
|
753
|
|
4,392
|
|
458
|
|
2016
|
|
Up to 40 years
|
|
3005 Boul. Jean-Baptiste Deschamps, Lachine
|
1
|
|
—
|
|
2,751
|
|
579
|
|
3,330
|
|
1,506
|
|
2000
|
|
Up to 40 years
|
|
1655 Fleetwood, Laval
|
1
|
|
—
|
|
8,196
|
|
18,761
|
|
26,957
|
|
14,003
|
|
2000
|
|
Up to 40 years
|
|
4005 Richelieu, Montreal
|
1
|
|
—
|
|
1,800
|
|
2,657
|
|
4,457
|
|
1,912
|
|
2000
|
|
Up to 40 years
|
|
1209 Algoma Rd, Ottawa
|
1
|
|
—
|
|
1,059
|
|
7,178
|
|
8,237
|
|
4,426
|
|
2000
|
|
Up to 40 years
|
|
1650 Comstock Rd, Ottawa
|
1
|
|
—
|
|
7,478
|
|
90
|
|
7,568
|
|
2,884
|
|
2017
|
|
Up to 40 years
|
|
235 Edson Street, Saskatoon
|
1
|
|
—
|
|
829
|
|
1,731
|
|
2,560
|
|
955
|
|
2008
|
|
Up to 40 years
|
|
640 Coronation Drive, Scarborough
|
1
|
|
—
|
|
1,853
|
|
1,345
|
|
3,198
|
|
1,399
|
|
2000
|
|
Up to 40 years
|
|
610 Sprucewood Ave, Windsor
|
1
|
|
—
|
|
1,243
|
|
733
|
|
1,976
|
|
778
|
|
2007
|
|
Up to 40 years
|
|
|
16
|
|
$
|
—
|
|
$
|
72,200
|
|
$
|
83,526
|
|
$
|
155,726
|
|
$
|
71,839
|
|
|
|
|
|
|
176
|
|
$
|
—
|
|
$
|
1,905,429
|
|
$
|
1,146,335
|
|
$
|
3,051,764
|
|
$
|
849,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
FACILITIES(1)
|
ENCUMBRANCES
|
INITIAL COST TO COMPANY(1)
|
COST CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
GROSS AMOUNT
CARRIED AT CLOSE OF CURRENT PERIOD(1)(8)
|
ACCUMULATED
DEPRECIATION AT CLOSE OF CURRENT
PERIOD(1)(8)
|
DATE OF
CONSTRUCTION OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN LATEST INCOME
STATEMENT IS
COMPUTED
|
|
Europe
|
|
|
|
|
|
|
|
|
|
|
Gewerbeparkstr. 3, Vienna, Austria
|
1
|
|
$
|
—
|
|
$
|
6,542
|
|
$
|
9,431
|
|
$
|
15,973
|
|
$
|
4,510
|
|
2010
|
|
Up to 40 years
|
|
Woluwelaan 147, Diegem, Belgium
|
1
|
|
—
|
|
2,541
|
|
7,137
|
|
9,678
|
|
4,953
|
|
2003
|
|
Up to 40 years
|
|
Stupničke Šipkovine 62, Zagreb, Croatia
|
1
|
|
—
|
|
1,408
|
|
829
|
|
2,237
|
|
151
|
|
2003
|
|
Up to 40 years
|
|
Kratitirion 9 Kokkinotrimithia Industrial District, Nicosia, Cyprus
|
1
|
|
—
|
|
3,136
|
|
4,031
|
|
7,167
|
|
802
|
|
2003
|
|
Up to 40 years
|
|
Karyatidon 1, Agios Sylas Industrial Area (3rd), Limassol, Cyprus
|
1
|
|
—
|
|
1,935
|
|
131
|
|
2,066
|
|
173
|
|
2018
|
|
Up to 40 years
|
|
65 Egerton Road, Birmingham, England
|
1
|
|
—
|
|
6,980
|
|
1,871
|
|
8,851
|
|
5,284
|
|
2003
|
|
Up to 40 years
|
|
Corby 278, Long Croft Road, Corby, England
|
1
|
|
—
|
|
20,486
|
|
5,433
|
|
25,919
|
|
1,056
|
|
2004
|
|
Up to 40 years
|
|
Otterham Quay Lane, Gillingham, England
|
9
|
|
—
|
|
7,418
|
|
3,786
|
|
11,204
|
|
5,731
|
|
2004
|
|
Up to 40 years
|
|
Pennine Way, Hemel Hempstead, England
|
1
|
|
—
|
|
10,847
|
|
6,902
|
|
17,749
|
|
7,551
|
|
2003
|
|
Up to 40 years
|
|
Kemble Industrial Park, Kemble, England
|
2
|
|
—
|
|
5,277
|
|
7,422
|
|
12,699
|
|
9,082
|
|
2003
|
|
Up to 40 years
|
|
Gayton Road, Kings Lynn, England
|
3
|
|
—
|
|
3,119
|
|
2,060
|
|
5,179
|
|
3,077
|
|
2003
|
|
Up to 40 years
|
|
Cody Road, London, England
|
3
|
|
—
|
|
20,307
|
|
9,978
|
|
30,285
|
|
12,649
|
|
2003
|
|
Up to 40 years
|
|
17 Broadgate, Oldham, England
|
1
|
|
—
|
|
4,039
|
|
496
|
|
4,535
|
|
2,538
|
|
2008
|
|
Up to 40 years
|
|
Harpway Lane, Sopley, England
|
1
|
|
—
|
|
681
|
|
1,519
|
|
2,200
|
|
1,497
|
|
2004
|
|
Up to 40 years
|
|
Unit 1A Broadmoor Road, Swindom, England
|
1
|
|
—
|
|
2,636
|
|
588
|
|
3,224
|
|
1,326
|
|
2006
|
|
Up to 40 years
|
|
Jeumont-Schneider, Champagne Sur Seine, France
|
3
|
|
—
|
|
1,750
|
|
2,881
|
|
4,631
|
|
2,590
|
|
2003
|
|
Up to 40 years
|
|
Bat I-VII Rue de Osiers, Coignieres, France
|
4
|
|
—
|
|
21,318
|
|
1,177
|
|
22,495
|
|
5,376
|
|
2016
|
(4)
|
Up to 40 years
|
|
26 Rue de I Industrie, Fergersheim, France
|
1
|
|
—
|
|
1,322
|
|
36
|
|
1,358
|
|
326
|
|
2016
|
(4)
|
Up to 40 years
|
|
Bat A, B, C1, C2, C3 Rue Imperiale, Gue de Longroi, France
|
1
|
|
—
|
|
3,390
|
|
1,087
|
|
4,477
|
|
1,177
|
|
2016
|
(4)
|
Up to 40 years
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
132
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
FACILITIES(1)
|
ENCUMBRANCES
|
INITIAL COST TO COMPANY(1)
|
COST CAPITALIZED
SUBSEQUENT TO ACQUISITION(1)(2)
|
GROSS AMOUNT
CARRIED AT CLOSE OF CURRENT PERIOD(1)(8)
|
ACCUMULATED
DEPRECIATION AT CLOSE OF CURRENT
PERIOD(1)(8)
|
DATE OF
CONSTRUCTION OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN LATEST INCOME
STATEMENT IS
COMPUTED
|
|
Europe (continued)
|
|
|
|
|
|
|
|
|
|
|
Le Petit Courtin Site de Dois, Gueslin, Mingieres, France
|
1
|
|
$
|
—
|
|
$
|
14,141
|
|
$
|
1,025
|
|
$
|
15,166
|
|
$
|
2,558
|
|
2016
|
(4)
|
Up to 40 years
|
|
ZI des Sables, Morangis, France
|
1
|
|
277
|
|
12,407
|
|
17,744
|
|
30,151
|
|
21,152
|
|
2004
|
|
Up to 40 years
|
|
45 Rue de Savoie, Manissieux, Saint Priest, France
|
1
|
|
—
|
|
5,546
|
|
322
|
|
5,868
|
|
1,075
|
|
2016
|
(4)
|
Up to 40 years
|
|
Gutenbergstrabe 55, Hamburg, Germany
|
1
|
|
—
|
|
4,022
|
|
1,148
|
|
5,170
|
|
1,292
|
|
2016
|
(4)
|
Up to 40 years
|
|
Brommer Weg 1, Wipshausen, Germany
|
1
|
|
—
|
|
3,220
|
|
2,039
|
|
5,259
|
|
3,712
|
|
2006
|
|
Up to 40 years
|
|
Warehouse and Offices 4 Springhill, Cork, Ireland
|
1
|
|
—
|
|
9,040
|
|
3,617
|
|
12,657
|
|
5,520
|
|
2014
|
|
Up to 40 years
|
|
17 Crag Terrace, Dublin, Ireland
|
1
|
|
—
|
|
2,818
|
|
1,075
|
|
3,893
|
|
1,556
|
|
2001
|
|
Up to 40 years
|
|
Damastown Industrial Park, Dublin, Ireland
|
1
|
|
—
|
|
16,034
|
|
9,136
|
|
25,170
|
|
9,330
|
|
2012
|
|
Up to 40 years
|
|
Portsmuiden 46, Amsterdam, The Netherlands
|
1
|
|
—
|
|
1,852
|
|
2,175
|
|
4,027
|
|
2,662
|
|
2015
|
(7)
|
Up to 40 years
|
|
Schepenbergweg 1, Amsterdam, The Netherlands
|
1
|
|
—
|
|
1,258
|
|
(600)
|
|
658
|
|
353
|
|
2015
|
(7)
|
Up to 40 years
|
|
Vareseweg 130, Rotterdam, The Netherlands
|
1
|
|
—
|
|
1,357
|
|
1,244
|
|
2,601
|
|
1,900
|
|
2015
|
(7)
|
Up to 40 years
|
|
Howemoss Drive, Aberdeen, Scotland
|
2
|
|
—
|
|
6,970
|
|
5,997
|
|
12,967
|
|
5,506
|
|
Various
|
|
Up to 40 years
|
|
Traquair Road, Innerleithen, Scotland
|
1
|
|
—
|
|
113
|
|
2,251
|
|
2,364
|
|
1,229
|
|
2004
|
|
Up to 40 years
|
|
Nettlehill Road, Houston Industrial Estate, Livingston, Scotland
|
1
|
|
—
|
|
11,517
|
|
27,529
|
|
39,046
|
|
19,822
|
|
2001
|
|
Up to 40 years
|
|
Av Madrid s/n Poligono Industrial Matillas, Alcala de Henares, Spain
|
1
|
|
—
|
|
186
|
|
270
|
|
456
|
|
367
|
|
2014
|
|
Up to 40 years
|
|
Calle Bronce, 37, Chiloeches, Spain
|
1
|
|
—
|
|
11,011
|
|
3,540
|
|
14,551
|
|
3,734
|
|
2010
|
|
Up to 40 years
|
|
Ctra M.118 , Km.3 Parcela 3, Madrid, Spain
|
1
|
|
—
|
|
3,981
|
|
6,751
|
|
10,732
|
|
7,128
|
|
2001
|
|
Up to 40 years
|
|
Abanto Ciervava, Spain
|
2
|
|
—
|
|
1,053
|
|
11
|
|
1,064
|
|
504
|
|
Various
|
|
Up to 40 years
|
|
|
57
|
|
$
|
277
|
|
$
|
231,658
|
|
$
|
152,069
|
|
$
|
383,727
|
|
$
|
159,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
FACILITIES(1)
|
ENCUMBRANCES
|
INITIAL COST TO COMPANY(1)
|
COST CAPITALIZED
SUBSEQUENT TO ACQUISITION(1)(2)
|
GROSS AMOUNT
CARRIED AT CLOSE OF CURRENT PERIOD(1)(8)
|
ACCUMULATED
DEPRECIATION AT CLOSE OF CURRENT
PERIOD(1)(8)
|
DATE OF
CONSTRUCTION OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN LATEST INCOME
STATEMENT IS
COMPUTED
|
|
Latin America
|
|
|
|
|
|
|
|
|
|
|
Amancio Alcorta 2396, Buenos Aires, Argentina
|
2
|
|
$
|
—
|
|
$
|
655
|
|
$
|
722
|
|
$
|
1,377
|
|
$
|
439
|
|
Various
|
|
Up to 40 years
|
|
Azara 1245, Buenos Aires, Argentina
|
1
|
|
—
|
|
166
|
|
(164)
|
|
2
|
|
—
|
|
1998
|
|
Up to 40 years
|
|
Spegazzini, Ezeiza Buenos Aires, Argentina
|
1
|
|
—
|
|
12,773
|
|
(10,481)
|
|
2,292
|
|
520
|
|
2012
|
|
Up to 40 years
|
|
Av Ernest de Moraes 815, Bairro Fim do Campo, Jarinu Brazil
|
1
|
|
—
|
|
12,562
|
|
(4,547)
|
|
8,015
|
|
1,514
|
|
2016
|
(4)
|
Up to 40 years
|
|
Rua Peri 80, Jundiai, Brazil
|
2
|
|
—
|
|
8,894
|
|
(3,358)
|
|
5,536
|
|
1,146
|
|
2016
|
(4)
|
Up to 40 years
|
|
Francisco de Souza e Melo, Rio de Janerio, Brazil
|
3
|
|
—
|
|
1,868
|
|
7,676
|
|
9,544
|
|
3,150
|
|
Various
|
|
Up to 40 years
|
|
Hortolandia, Sao Paulo, Brazil
|
1
|
|
—
|
|
24,078
|
|
(4,430)
|
|
19,648
|
|
3,332
|
|
2014
|
|
Up to 40 years
|
|
El Taqueral 99, Santiago, Chile
|
5
|
|
—
|
|
2,629
|
|
34,428
|
|
37,057
|
|
12,808
|
|
Various
|
|
Up to 40 years
|
|
Panamericana Norte 18900, Santiago, Chile
|
5
|
|
—
|
|
4,001
|
|
19,606
|
|
23,607
|
|
8,310
|
|
2004
|
|
Up to 40 years
|
Avenida Prolongacion
del Colli 1104, Guadalajara, Mexico
|
1
|
|
—
|
|
374
|
|
1,338
|
|
1,712
|
|
1,068
|
|
2002
|
|
Up to 40 years
|
|
Privada Las Flores No. 25 (G3), Guadalajara, Mexico
|
1
|
|
—
|
|
905
|
|
1,188
|
|
2,093
|
|
1,016
|
|
2004
|
|
Up to 40 years
|
|
Tula KM Parque de Las, Huehuetoca, Mexico
|
2
|
|
—
|
|
19,937
|
|
(1,421)
|
|
18,516
|
|
3,672
|
|
2016
|
(4)
|
Up to 40 years
|
|
Carretera Pesqueria Km2.5(M3), Monterrey, Mexico
|
2
|
|
—
|
|
3,537
|
|
4,462
|
|
7,999
|
|
3,749
|
|
2004
|
|
Up to 40 years
|
|
Lote 2, Manzana A, (T2& T3), Toluca, Mexico
|
1
|
|
—
|
|
2,204
|
|
4,481
|
|
6,685
|
|
5,279
|
|
2002
|
|
Up to 40 years
|
|
Prolongacion de la Calle 7 (T4), Toluca, Mexico
|
1
|
|
—
|
|
7,544
|
|
14,744
|
|
22,288
|
|
7,474
|
|
2007
|
|
Up to 40 years
|
|
Panamericana Sur, KM 57.5, Lima, Peru
|
7
|
|
—
|
|
1,549
|
|
692
|
|
2,241
|
|
1,222
|
|
Various
|
|
Up to 40 years
|
|
Av. Elmer Faucett 3462, Lima, Peru
|
2
|
|
528
|
|
4,112
|
|
4,882
|
|
8,994
|
|
4,822
|
|
Various
|
|
Up to 40 years
|
|
Calle Los Claveles-Seccion 3, Lima, Peru
|
1
|
|
—
|
|
8,179
|
|
29,493
|
|
37,672
|
|
9,399
|
|
2010
|
|
Up to 40 years
|
|
|
39
|
|
$
|
528
|
|
$
|
115,967
|
|
$
|
99,311
|
|
$
|
215,278
|
|
$
|
68,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
134
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A)
|
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
|
|
|
REGION/COUNTRY/
STATE/CAMPUS
ADDRESS
|
FACILITIES(1)
|
ENCUMBRANCES
|
INITIAL COST
TO COMPANY(1)
|
COST
CAPITALIZED
SUBSEQUENT TO
ACQUISITION(1)(2)
|
GROSS AMOUNT
CARRIED AT
CLOSE OF
CURRENT
PERIOD(1)(8)
|
ACCUMULATED
DEPRECIATION
AT CLOSE OF
CURRENT
PERIOD(1)(8)
|
DATE OF CONSTRUCTION OR ACQUIRED(3)
|
LIFE ON WHICH
DEPRECIATION IN
LATEST INCOME
STATEMENT IS
COMPUTED
|
|
Asia
|
|
|
|
|
|
|
|
|
|
|
Warehouse No 4, Shanghai, China
|
1
|
|
$
|
—
|
|
$
|
1,530
|
|
$
|
818
|
|
$
|
2,348
|
|
$
|
478
|
|
2013
|
|
Up to 40 years
|
|
Jalan Karanggan Muda Raya No 59, Bogor Indonesia
|
1
|
|
—
|
|
7,897
|
|
4,902
|
|
12,799
|
|
2,714
|
|
2017
|
|
Up to 40 years
|
|
1 Serangoon North Avenue 6, Singapore
|
1
|
|
—
|
|
58,637
|
|
54,113
|
|
112,750
|
|
7,309
|
|
2018
|
(7)
|
Up to 40 years
|
|
2 Yung Ho Road, Singapore
|
1
|
|
—
|
|
10,395
|
|
1,968
|
|
12,363
|
|
1,977
|
|
2016
|
(4)
|
Up to 40 years
|
|
26 Chin Bee Drive, Singapore
|
1
|
|
—
|
|
15,699
|
|
3,009
|
|
18,708
|
|
2,986
|
|
2016
|
(4)
|
Up to 40 years
|
|
IC1 69 Moo 2, Soi Wat Namdaeng, Bangkok, Thailand
|
2
|
|
—
|
|
13,226
|
|
2,888
|
|
16,114
|
|
3,995
|
|
2016
|
(4)
|
Up to 40 years
|
|
|
7
|
|
$
|
—
|
|
$
|
107,384
|
|
$
|
67,698
|
|
$
|
175,082
|
|
$
|
19,459
|
|
|
|
|
|
Australia
|
|
|
|
|
|
|
|
|
|
|
8 Whitestone Drive, Austins Ferry, Australia
|
1
|
|
$
|
—
|
|
$
|
681
|
|
$
|
2,850
|
|
$
|
3,531
|
|
$
|
519
|
|
2012
|
|
Up to 40 years
|
|
6 Norwich Street, South Launceston, Australia
|
1
|
|
—
|
|
1,090
|
|
17
|
|
1,107
|
|
123
|
|
2015
|
|
Up to 40 years
|
|
|
2
|
|
$
|
—
|
|
$
|
1,771
|
|
$
|
2,867
|
|
$
|
4,638
|
|
$
|
642
|
|
|
|
|
|
Total
|
281
|
|
$
|
805
|
|
$
|
2,362,209
|
|
$
|
1,468,280
|
|
$
|
3,830,489
|
|
$
|
1,097,616
|
|
|
|
|
(1)The above information only includes the real estate facilities that are owned. The gross cost includes the cost for land, land improvements, buildings, building improvements and racking. The listing does not reflect the 1,167 leased facilities in our real estate portfolio. In addition, the above information does not include any value for financing leases for property that is classified as land, buildings and building improvements in our consolidated financial statements.
(2)Amount includes cumulative impact of foreign currency translation fluctuations.
(3)Date of construction or acquired represents the date we constructed the facility or acquired the facility through purchase or acquisition.
(4)Property was acquired in connection with our acquisition of Recall Holdings Limited.
(5)Property was acquired in connection with the IODC Transaction.
(6)Property was acquired in connection with the Credit Suisse Transaction.
(7)This date represents the date the categorization of the property was changed from a leased facility to an owned facility.
|
|
|
|
|
|
|
|
|
|
|
135
|
IRON MOUNTAIN 2020 FORM 10-K
|
|
Part IV
IRON MOUNTAIN INCORPORATED
SCHEDULE III—SCHEDULE OF REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
DECEMBER 31, 2020
(Dollars in thousands)
(8)The following tables present the changes in gross carrying amount of real estate owned and accumulated depreciation for the years ended December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
GROSS CARRYING AMOUNT OF REAL ESTATE
|
|
2020
|
|
2019
|
|
Gross amount at beginning of period
|
|
$
|
3,856,515
|
|
|
$
|
3,700,307
|
|
|
Additions during period:
|
|
|
|
|
|
Discretionary capital projects
|
|
157,239
|
|
|
278,508
|
|
|
Other adjustments(1)
|
|
66,978
|
|
|
25,077
|
|
|
Foreign currency translation fluctuations
|
|
10,198
|
|
|
5,978
|
|
|
|
|
|
|
|
|
|
|
234,415
|
|
|
309,563
|
|
|
Deductions during period:
|
|
|
|
|
|
Cost of real estate sold, disposed or written-down
|
|
(178,869)
|
|
|
(153,355)
|
|
|
Other adjustments(2)
|
|
(81,572)
|
|
|
—
|
|
|
|
|
(260,441)
|
|
|
(153,355)
|
|
|
|
|
|
|
|
|
Gross amount at end of period
|
|
$
|
3,830,489
|
|
|
$
|
3,856,515
|
|
(1)For the year ended December 31, 2020, this includes previously recorded construction in progress, not classified as owned real estate at December 31, 2019. For the year ended December 31, 2019, this includes costs associated with real estate we acquired which primarily includes building improvements and racking, which were previously subject to leases.
(2)For the year ended December 31, 2020, this includes the cost of racking associated with the facilities sold as part of the sale-leaseback transactions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDED DECEMBER 31,
|
|
ACCUMULATED DEPRECIATION
|
|
2020
|
|
2019
|
|
Gross amount of accumulated depreciation at beginning of period
|
|
$
|
1,072,013
|
|
|
$
|
1,011,050
|
|
|
Additions during period:
|
|
|
|
|
|
Depreciation
|
|
123,447
|
|
|
122,366
|
|
|
Other adjustments(1)
|
|
—
|
|
|
1,314
|
|
|
Foreign currency translation fluctuations
|
|
8,590
|
|
|
3,514
|
|
|
|
|
132,037
|
|
|
127,194
|
|
|
Deductions during period:
|
|
|
|
|
|
Amount of accumulated depreciation for real estate assets sold, disposed or written-down
|
|
(54,978)
|
|
|
(66,231)
|
|
|
Other adjustments(2)
|
|
(51,456)
|
|
|
—
|
|
|
|
|
(106,434)
|
|
|
(66,231)
|
|
|
|
|
|
|
|
|
Gross amount of end of period
|
|
$
|
1,097,616
|
|
|
$
|
1,072,013
|
|
(1)For the year ended December 31, 2019, this includes accumulated depreciation associated with building improvements and racking, which were previously subject to leases
(2)For the year ended December 31, 2020, this includes the accumulated depreciation of racking associated with the facilities sold as part of the sale-leaseback transactions.
The aggregate cost of our real estate assets for federal tax purposes at December 31, 2020 was approximately $3,769,000.
ITEM 16. FORM 10-K SUMMARY.
Not applicable.
|
|
|
|
|
|
|
|
|
|
|
|
IRON MOUNTAIN 2020 FORM 10-K
|
136
|