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(Mark One)
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended September 30, 2015
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from to
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Commission file number 1-13045
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Delaware
(State or other Jurisdiction of
Incorporation or Organization)
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23-2588479
(I.R.S. Employer
Identification No.)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page
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December 31, 2014
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September 30, 2015
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||||
ASSETS
|
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Current Assets:
|
|
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|
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Cash and cash equivalents
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$
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125,933
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$
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492,899
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Restricted cash
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33,860
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—
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Accounts receivable (less allowances of $32,141 and $34,538 as of December 31, 2014 and September 30, 2015, respectively)
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604,265
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573,889
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Deferred income taxes
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14,192
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22,353
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Prepaid expenses and other
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139,469
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139,157
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Total Current Assets
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917,719
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1,228,298
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Property, Plant and Equipment:
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Property, plant and equipment
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4,668,705
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4,643,654
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Less—Accumulated depreciation
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(2,117,978
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)
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(2,214,929
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)
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Property, Plant and Equipment, net
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2,550,727
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2,428,725
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Other Assets, net:
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Goodwill
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2,423,783
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2,347,064
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Customer relationships and acquisition costs
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607,837
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575,287
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Deferred financing costs
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47,077
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65,868
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Other
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23,199
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24,580
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Total Other Assets, net
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3,101,896
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3,012,799
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Total Assets
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$
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6,570,342
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$
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6,669,822
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LIABILITIES AND EQUITY
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Current Liabilities:
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Current portion of long-term debt
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$
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52,095
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$
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253,726
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Accounts payable
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203,014
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156,845
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Accrued expenses
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404,485
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318,009
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Deferred revenue
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197,142
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182,197
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Total Current Liabilities
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856,736
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910,777
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Long-term Debt, net of current portion
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4,611,436
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4,920,568
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Other Long-term Liabilities
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73,506
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74,591
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Deferred Rent
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104,051
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97,077
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Deferred Income Taxes
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54,658
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47,032
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Commitments and Contingencies (see Note 8)
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Equity:
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Iron Mountain Incorporated Stockholders' Equity:
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Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding)
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—
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—
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Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 209,818,812 shares and 211,083,747 shares as of December 31, 2014 and September 30, 2015, respectively)
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2,098
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2,111
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Additional paid-in capital
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1,588,841
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1,613,455
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(Distributions in excess of earnings) Earnings in excess of distributions
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(659,553
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)
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(844,675
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)
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Accumulated other comprehensive items, net
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(75,031
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)
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(163,687
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)
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Total Iron Mountain Incorporated Stockholders' Equity
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856,355
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607,204
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Noncontrolling Interests
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13,600
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12,573
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Total Equity
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869,955
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619,777
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Total Liabilities and Equity
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$
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6,570,342
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$
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6,669,822
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Three Months Ended
September 30, |
||||||
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2014
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2015
|
||||
Revenues:
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|
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Storage rental
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$
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469,064
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$
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460,052
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Service
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313,633
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286,477
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Total Revenues
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782,697
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746,529
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Operating Expenses:
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Cost of sales (excluding depreciation and amortization)
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335,506
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317,663
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Selling, general and administrative
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216,337
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215,693
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Depreciation and amortization
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89,194
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86,492
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Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net
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184
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(141
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)
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Total Operating Expenses
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641,221
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619,707
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Operating Income (Loss)
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141,476
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126,822
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Interest Expense, Net (includes Interest Income of $1,158 and $1,132 for the three months ended September 30, 2014 and 2015, respectively)
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63,220
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65,135
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Other Expense (Income), Net
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22,508
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35,246
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|
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Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
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55,748
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26,441
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Provision (Benefit) for Income Taxes
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54,890
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3,774
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Gain on Sale of Real Estate, Net of Tax
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—
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(850
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)
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Income (Loss) from Continuing Operations
|
858
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23,517
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(Loss) Income from Discontinued Operations, Net of Tax
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—
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—
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Net Income (Loss)
|
858
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23,517
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Less: Net Income (Loss) Attributable to Noncontrolling Interests
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792
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|
407
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Net Income (Loss) Attributable to Iron Mountain Incorporated
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$
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66
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$
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23,110
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Earnings (Losses) per Share—Basic:
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Income (Loss) from Continuing Operations
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$
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—
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$
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0.11
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Total (Loss) Income from Discontinued Operations
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$
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—
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$
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—
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Net Income (Loss) Attributable to Iron Mountain Incorporated
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$
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—
|
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$
|
0.11
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Earnings (Losses) per Share—Diluted:
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|
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|
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|
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Income (Loss) from Continuing Operations
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$
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—
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$
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0.11
|
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Total (Loss) Income from Discontinued Operations
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$
|
—
|
|
|
$
|
—
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Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
—
|
|
|
$
|
0.11
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Weighted Average Common Shares Outstanding—Basic
|
193,360
|
|
|
210,912
|
|
||
Weighted Average Common Shares Outstanding—Diluted
|
194,905
|
|
|
211,917
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|
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Dividends Declared per Common Share
|
$
|
4.0960
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$
|
0.4751
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Nine Months Ended
September 30, |
||||||
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2014
|
|
2015
|
||||
Revenues:
|
|
|
|
|
|
||
Storage rental
|
$
|
1,394,842
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|
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$
|
1,380,133
|
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Service
|
944,873
|
|
|
875,416
|
|
||
Total Revenues
|
2,339,715
|
|
|
2,255,549
|
|
||
Operating Expenses:
|
|
|
|
|
|
||
Cost of sales (excluding depreciation and amortization)
|
1,007,612
|
|
|
965,600
|
|
||
Selling, general and administrative
|
644,924
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|
627,992
|
|
||
Depreciation and amortization
|
264,568
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|
|
259,992
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|
||
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net
|
1,229
|
|
|
707
|
|
||
Total Operating Expenses
|
1,918,333
|
|
|
1,854,291
|
|
||
Operating Income (Loss)
|
421,382
|
|
|
401,258
|
|
||
Interest Expense, Net (includes Interest Income of $4,062 and $2,777 for the nine months ended September 30, 2014 and 2015, respectively)
|
187,733
|
|
|
196,120
|
|
||
Other Expense (Income), Net
|
22,987
|
|
|
59,599
|
|
||
Income (Loss) from Continuing Operations Before (Benefit) Provision for Income Taxes and Gain on Sale of Real Estate
|
210,662
|
|
|
145,539
|
|
||
(Benefit) Provision for Income Taxes
|
(98,151
|
)
|
|
27,126
|
|
||
Gain on Sale of Real Estate, Net of Tax
|
(7,468
|
)
|
|
(850
|
)
|
||
Income (Loss) from Continuing Operations
|
316,281
|
|
|
119,263
|
|
||
(Loss) Income from Discontinued Operations, Net of Tax
|
(938
|
)
|
|
—
|
|
||
Net Income (Loss)
|
315,343
|
|
|
119,263
|
|
||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
1,973
|
|
|
1,727
|
|
||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
313,370
|
|
|
$
|
117,536
|
|
Earnings (Losses) per Share—Basic:
|
|
|
|
|
|
||
Income (Loss) from Continuing Operations
|
$
|
1.64
|
|
|
$
|
0.57
|
|
Total (Loss) Income from Discontinued Operations
|
$
|
—
|
|
|
$
|
—
|
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
1.63
|
|
|
$
|
0.56
|
|
Earnings (Losses) per Share—Diluted:
|
|
|
|
|
|
||
Income (Loss) from Continuing Operations
|
$
|
1.63
|
|
|
$
|
0.56
|
|
Total (Loss) Income from Discontinued Operations
|
$
|
—
|
|
|
$
|
—
|
|
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
1.62
|
|
|
$
|
0.55
|
|
Weighted Average Common Shares Outstanding—Basic
|
192,540
|
|
|
210,616
|
|
||
Weighted Average Common Shares Outstanding—Diluted
|
193,833
|
|
|
212,081
|
|
||
Dividends Declared per Common Share
|
$
|
4.6527
|
|
|
$
|
1.4250
|
|
|
Three Months Ended
September 30, |
||||||
|
2014
|
|
2015
|
||||
Net Income (Loss)
|
$
|
858
|
|
|
$
|
23,517
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
||
Foreign Currency Translation Adjustments
|
(45,423
|
)
|
|
(34,594
|
)
|
||
Market Value Adjustments for Securities
|
(291
|
)
|
|
(134
|
)
|
||
Total Other Comprehensive (Loss) Income
|
(45,714
|
)
|
|
(34,728
|
)
|
||
Comprehensive (Loss) Income
|
(44,856
|
)
|
|
(11,211
|
)
|
||
Comprehensive (Loss) Income Attributable to Noncontrolling Interests
|
(25
|
)
|
|
(384
|
)
|
||
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated
|
$
|
(44,831
|
)
|
|
$
|
(10,827
|
)
|
|
Nine Months Ended
September 30, |
||||||
|
2014
|
|
2015
|
||||
Net Income (Loss)
|
$
|
315,343
|
|
|
$
|
119,263
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
||
Foreign Currency Translation Adjustments
|
(39,109
|
)
|
|
(89,769
|
)
|
||
Market Value Adjustments for Securities
|
257
|
|
|
(111
|
)
|
||
Total Other Comprehensive (Loss) Income
|
(38,852
|
)
|
|
(89,880
|
)
|
||
Comprehensive Income (Loss)
|
276,491
|
|
|
29,383
|
|
||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
1,693
|
|
|
503
|
|
||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
274,798
|
|
|
$
|
28,880
|
|
|
|
|
Iron Mountain Incorporated Stockholders' Equity
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
(Distributions
in Excess
of Earnings)
Earnings
in Excess of
Distributions
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
Accumulated
Other Comprehensive Items, Net |
|
|
||||||||||||||||
|
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
|
|
Noncontrolling
Interests
|
|||||||||||||||||
|
Total
|
|
Shares
|
|
Amounts
|
|
|
|
||||||||||||||||||
Balance, December 31, 2013
|
$
|
1,051,734
|
|
|
191,426,920
|
|
|
$
|
1,914
|
|
|
$
|
980,164
|
|
|
$
|
67,820
|
|
|
$
|
(8,660
|
)
|
|
$
|
10,496
|
|
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $40
|
52,838
|
|
|
2,251,674
|
|
|
23
|
|
|
52,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Parent cash dividends declared
|
(197,551
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(197,551
|
)
|
|
—
|
|
|
—
|
|
||||||
Special distribution in connection with conversion to REIT (see Note 9)
|
(700,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(700,000
|
)
|
|
—
|
|
|
—
|
|
||||||
Currency translation adjustment
|
(39,109
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,829
|
)
|
|
(280
|
)
|
||||||
Market value adjustments for securities
|
257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
||||||
Net income (loss)
|
315,343
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313,370
|
|
|
—
|
|
|
1,973
|
|
||||||
Noncontrolling interests dividends
|
(1,032
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,032
|
)
|
||||||
Purchase of noncontrolling interests
|
(20,376
|
)
|
|
—
|
|
|
—
|
|
|
(17,653
|
)
|
|
—
|
|
|
—
|
|
|
(2,723
|
)
|
||||||
Divestiture of noncontrolling interests
|
5,558
|
|
|
—
|
|
|
—
|
|
|
2,102
|
|
|
—
|
|
|
—
|
|
|
3,456
|
|
||||||
Balance, September 30, 2014
|
$
|
467,662
|
|
|
193,678,594
|
|
|
$
|
1,937
|
|
|
$
|
1,017,428
|
|
|
$
|
(516,361
|
)
|
|
$
|
(47,232
|
)
|
|
$
|
11,890
|
|
|
|
|
Iron Mountain Incorporated Stockholders' Equity
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
(Distributions
in Excess of Earnings) Earnings in Excess of Distributions |
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
Accumulated
Other Comprehensive Items, Net |
|
|
||||||||||||||||
|
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
|
|
Noncontrolling
Interests
|
|||||||||||||||||
|
Total
|
|
Shares
|
|
Amounts
|
|
|
|
||||||||||||||||||
Balance, December 31, 2014
|
$
|
869,955
|
|
|
209,818,812
|
|
|
$
|
2,098
|
|
|
$
|
1,588,841
|
|
|
$
|
(659,553
|
)
|
|
$
|
(75,031
|
)
|
|
$
|
13,600
|
|
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $323
|
24,627
|
|
|
1,264,935
|
|
|
13
|
|
|
24,614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Parent cash dividends declared
|
(302,658
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(302,658
|
)
|
|
—
|
|
|
—
|
|
||||||
Currency translation adjustment
|
(89,769
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,545
|
)
|
|
(1,224
|
)
|
||||||
Market value adjustments for securities
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
||||||
Net income (loss)
|
119,263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117,536
|
|
|
—
|
|
|
1,727
|
|
||||||
Noncontrolling interests dividends
|
(1,530
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,530
|
)
|
||||||
Balance, September 30, 2015
|
$
|
619,777
|
|
|
211,083,747
|
|
|
$
|
2,111
|
|
|
$
|
1,613,455
|
|
|
$
|
(844,675
|
)
|
|
$
|
(163,687
|
)
|
|
$
|
12,573
|
|
|
Nine Months Ended
September 30, |
||||||
|
2014
|
|
2015
|
||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
315,343
|
|
|
$
|
119,263
|
|
Loss (income) from discontinued operations
|
938
|
|
|
—
|
|
||
Adjustments to reconcile net income (loss) to cash flows from operating activities:
|
|
|
|
|
|
||
Depreciation
|
227,876
|
|
|
226,497
|
|
||
Amortization (includes deferred financing costs and bond discount of $5,535 and $6,443, for the nine months ended September 30, 2014 and 2015, respectively)
|
42,227
|
|
|
39,938
|
|
||
Stock-based compensation expense
|
23,129
|
|
|
20,936
|
|
||
(Benefit) Provision for deferred income taxes
|
(258,411
|
)
|
|
(10,317
|
)
|
||
Loss on early extinguishment of debt, net
|
—
|
|
|
2,156
|
|
||
(Gain) Loss on disposal/write-down of property, plant and equipment, net (including real estate)
|
(8,218
|
)
|
|
(352
|
)
|
||
Foreign currency transactions and other, net
|
37,292
|
|
|
39,006
|
|
||
Changes in Assets and Liabilities (exclusive of acquisitions):
|
|
|
|
|
|
||
Accounts receivable
|
(9,361
|
)
|
|
11,096
|
|
||
Prepaid expenses and other
|
25,309
|
|
|
2,687
|
|
||
Accounts payable
|
(27,307
|
)
|
|
(23,977
|
)
|
||
Accrued expenses and deferred revenue
|
(77,102
|
)
|
|
(105,538
|
)
|
||
Other assets and long-term liabilities
|
10,137
|
|
|
(1,300
|
)
|
||
Cash Flows from Operating Activities
|
301,852
|
|
|
320,095
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
Capital expenditures
|
(277,386
|
)
|
|
(202,581
|
)
|
||
Cash paid for acquisitions, net of cash acquired
|
(46,366
|
)
|
|
(27,975
|
)
|
||
Decrease (increase) in restricted cash
|
—
|
|
|
33,860
|
|
||
Additions to customer relationship and acquisition costs
|
(25,847
|
)
|
|
(35,163
|
)
|
||
Proceeds from sales of property and equipment and other, net (including real estate)
|
18,307
|
|
|
2,032
|
|
||
Cash Flows from Investing Activities
|
(331,292
|
)
|
|
(229,827
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
Repayment of revolving credit and term loan facilities and other debt
|
(8,225,563
|
)
|
|
(8,539,577
|
)
|
||
Proceeds from revolving credit and term loan facilities and other debt
|
8,061,747
|
|
|
8,142,443
|
|
||
Early retirement of senior subordinated notes
|
(247,275
|
)
|
|
—
|
|
||
Net proceeds from sales of senior notes
|
642,417
|
|
|
985,000
|
|
||
Debt (repayment to) financing from and equity (distribution to) contribution from noncontrolling interests, net
|
(14,715
|
)
|
|
(1,260
|
)
|
||
Parent cash dividends
|
(157,018
|
)
|
|
(303,712
|
)
|
||
Proceeds from exercise of stock options and employee stock purchase plan
|
37,356
|
|
|
13,988
|
|
||
Excess tax benefit (deficiency) from stock-based compensation
|
40
|
|
|
323
|
|
||
Payment of debt financing and stock issuance costs
|
(2,156
|
)
|
|
(11,665
|
)
|
||
Cash Flows from Financing Activities
|
94,833
|
|
|
285,540
|
|
||
Effect of Exchange Rates on Cash and Cash Equivalents
|
(1,931
|
)
|
|
(8,842
|
)
|
||
Increase (Decrease) in Cash and Cash Equivalents
|
63,462
|
|
|
366,966
|
|
||
Cash and Cash Equivalents, Beginning of Period
|
120,526
|
|
|
125,933
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
183,988
|
|
|
$
|
492,899
|
|
Supplemental Information:
|
|
|
|
|
|
||
Cash Paid for Interest
|
$
|
210,770
|
|
|
$
|
218,863
|
|
Cash Paid for Income Taxes
|
$
|
124,251
|
|
|
$
|
33,411
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
||
Capital Leases
|
$
|
18,903
|
|
|
$
|
28,598
|
|
Accrued Capital Expenditures
|
$
|
30,484
|
|
|
$
|
29,626
|
|
Dividends Payable
|
$
|
795,671
|
|
|
$
|
5,123
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
||||||||
Total loss (gain) on foreign currency transactions
|
$
|
23,500
|
|
|
$
|
32,539
|
|
|
$
|
25,591
|
|
|
$
|
56,461
|
|
|
|
Carrying Value
as of December 31, 2014 |
||
North American Records and Information Management(1)
|
$
|
1,397,484
|
|
Intellectual Property Management(1)
|
38,491
|
|
|
Fulfillment Services(1)
|
3,247
|
|
|
North American Data Management(2)
|
375,957
|
|
|
Adjacent Businesses(3)
|
—
|
|
|
New Western Europe(4)
|
354,049
|
|
|
Emerging Markets - Eastern Europe(5)
|
87,408
|
|
|
Latin America(5)
|
107,240
|
|
|
Australia and Singapore(5)
|
55,779
|
|
|
Greater China(5)
|
3,500
|
|
|
India(5)
|
—
|
|
|
Russia, Ukraine and Denmark(5)
|
628
|
|
|
Total
|
$
|
2,423,783
|
|
(1)
|
This reporting unit is included in the North American Records and Information Management Business segment.
|
(2)
|
This reporting unit is included in the North American Data Management Business segment.
|
(3)
|
This reporting unit is included in the Corporate and Other Business segment.
|
(4)
|
This reporting unit is included in the Western European Business segment.
|
(5)
|
This reporting unit is included in the Other International Business segment.
|
|
Carrying Value
as of September 30, 2015 |
||
North American Records and Information Management(1)(2)
|
$
|
1,379,603
|
|
North American Secure Shredding(1)(2)
|
40,632
|
|
|
North American Data Management(3)
|
371,090
|
|
|
Adjacent Businesses(4)
|
4,636
|
|
|
UKI(1)(5)
|
263,477
|
|
|
Continental Western Europe(1)(5)
|
76,180
|
|
|
Emerging Markets - Eastern Europe(6)
|
80,245
|
|
|
Latin America(6)
|
78,560
|
|
|
Australia and Singapore(6)
|
48,207
|
|
|
Greater China(6)
|
3,387
|
|
|
India(6)
|
468
|
|
|
Russia, Ukraine and Denmark(6)
|
579
|
|
|
Total
|
$
|
2,347,064
|
|
(1)
|
We will finalize our preliminary estimates of fair value for these new reporting units once we finalize multi-year cash flow forecasts of such reporting units and conclude on the fair value of each new reporting unit based on the combined weighting of both fair value multiples and discounted cash flow techniques. To the extent final fair values of our new reporting units differ from our preliminary estimates, we will reassign goodwill amongst the new reporting units in a future period in which the final information is available to complete the fair values and the corresponding allocation of goodwill amongst the new reporting units.
|
(2)
|
This reporting unit is included in the North American Records and Information Management Business segment.
|
(3)
|
This reporting unit is included in the North American Data Management Business segment.
|
(4)
|
This reporting unit is included in the Corporate and Other Business segment.
|
(5)
|
This reporting unit is included in the Western European Business segment.
|
(6)
|
This reporting unit is included in the Other International Business segment.
|
|
North American
Records and Information Management Business |
|
North American
Data Management Business |
|
Western
European Business
|
|
Other International Business
|
|
Corporate and Other Business
|
|
Total
Consolidated |
||||||||||||
Gross Balance as of December 31, 2014
|
$
|
1,645,209
|
|
|
$
|
429,982
|
|
|
$
|
412,322
|
|
|
$
|
254,706
|
|
|
$
|
—
|
|
|
$
|
2,742,219
|
|
Deductible goodwill acquired during the year
|
29
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
4,636
|
|
|
4,672
|
|
||||||
Non-deductible goodwill acquired during the year
|
2,510
|
|
|
567
|
|
|
2,507
|
|
|
2,249
|
|
|
—
|
|
|
7,833
|
|
||||||
Fair value and other adjustments(1)
|
104
|
|
|
(25
|
)
|
|
(415
|
)
|
|
(638
|
)
|
|
—
|
|
|
(974
|
)
|
||||||
Currency effects
|
(22,703
|
)
|
|
(5,684
|
)
|
|
(18,247
|
)
|
|
(44,739
|
)
|
|
—
|
|
|
(91,373
|
)
|
||||||
Gross Balance as of September 30, 2015
|
$
|
1,625,149
|
|
|
$
|
424,847
|
|
|
$
|
396,167
|
|
|
$
|
211,578
|
|
|
$
|
4,636
|
|
|
$
|
2,662,377
|
|
Accumulated Amortization Balance as of December 31, 2014
|
$
|
205,987
|
|
|
$
|
54,025
|
|
|
$
|
58,273
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
318,436
|
|
Currency effects
|
(1,073
|
)
|
|
(268
|
)
|
|
(1,763
|
)
|
|
(19
|
)
|
|
—
|
|
|
(3,123
|
)
|
||||||
Accumulated Amortization Balance as of September 30, 2015
|
$
|
204,914
|
|
|
$
|
53,757
|
|
|
$
|
56,510
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
315,313
|
|
Net Balance as of December 31, 2014
|
$
|
1,439,222
|
|
|
$
|
375,957
|
|
|
$
|
354,049
|
|
|
$
|
254,555
|
|
|
$
|
—
|
|
|
$
|
2,423,783
|
|
Net Balance as of September 30, 2015
|
$
|
1,420,235
|
|
|
$
|
371,090
|
|
|
$
|
339,657
|
|
|
$
|
211,446
|
|
|
$
|
4,636
|
|
|
$
|
2,347,064
|
|
Accumulated Goodwill Impairment Balance as of December 31, 2014
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132,409
|
|
Accumulated Goodwill Impairment Balance as of September 30, 2015
|
$
|
85,909
|
|
|
$
|
—
|
|
|
$
|
46,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
132,409
|
|
(1)
|
Total fair value and other adjustments primarily include
$622
in net adjustments to deferred income taxes and
$(5,202)
related to customer relationships and acquisition costs and other assumed liabilities (which represent adjustments, within the applicable measurement period, to provisional amounts recognized in purchase accounting), as well as
$3,606
of cash paid related to certain 2014 acquisitions.
|
|
December 31, 2014
|
|
September 30, 2015
|
||||||||||||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Customer Relationships and Acquisition Costs
|
$
|
904,866
|
|
|
$
|
(297,029
|
)
|
|
$
|
607,837
|
|
|
$
|
898,153
|
|
|
$
|
(322,866
|
)
|
|
$
|
575,287
|
|
Core Technology(1)
|
3,568
|
|
|
(3,540
|
)
|
|
28
|
|
|
3,420
|
|
|
(3,420
|
)
|
|
—
|
|
||||||
Trademarks and Non-Compete Agreements(1)
|
7,062
|
|
|
(5,068
|
)
|
|
1,994
|
|
|
6,135
|
|
|
(4,762
|
)
|
|
1,373
|
|
||||||
Deferred Financing Costs
|
63,033
|
|
|
(15,956
|
)
|
|
47,077
|
|
|
83,989
|
|
|
(18,121
|
)
|
|
65,868
|
|
||||||
Total
|
$
|
978,529
|
|
|
$
|
(321,593
|
)
|
|
$
|
656,936
|
|
|
$
|
991,697
|
|
|
$
|
(349,169
|
)
|
|
$
|
642,528
|
|
(1)
|
Included in Other, a component of Other Assets, net in the accompanying Consolidated Balance Sheets.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
||||||||
Amortization expense associated with amortizable intangible assets (including deferred financing costs)
|
$
|
14,269
|
|
|
$
|
13,094
|
|
|
$
|
42,227
|
|
|
$
|
39,939
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Cost of sales (excluding depreciation and amortization)
|
$
|
177
|
|
|
$
|
65
|
|
|
$
|
556
|
|
|
$
|
156
|
|
Selling, general and administrative expenses
|
8,494
|
|
|
6,094
|
|
|
22,573
|
|
|
20,780
|
|
||||
Total stock-based compensation
|
$
|
8,671
|
|
|
$
|
6,159
|
|
|
$
|
23,129
|
|
|
$
|
20,936
|
|
|
|
Nine Months Ended
September 30, |
||||
Weighted Average Assumptions
|
|
2014
|
|
2015
|
||
Expected volatility
|
|
33.9
|
%
|
|
28.4
|
%
|
Risk-free interest rate
|
|
2.06
|
%
|
|
1.70
|
%
|
Expected dividend yield
|
|
4
|
%
|
|
5
|
%
|
Expected life
|
|
6.8 years
|
|
|
5.5 years
|
|
|
Options
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term (Years) |
|
Average
Intrinsic Value |
|||||
Outstanding at December 31, 2014
|
3,678,246
|
|
|
$
|
23.37
|
|
|
|
|
|
|
|
Granted
|
768,916
|
|
|
42.48
|
|
|
|
|
|
|
||
Exercised
|
(582,404
|
)
|
|
21.04
|
|
|
|
|
|
|
||
Forfeited
|
(32,926
|
)
|
|
25.75
|
|
|
|
|
|
|
||
Expired
|
(17,068
|
)
|
|
23.85
|
|
|
|
|
|
|
||
Outstanding at September 30, 2015
|
3,814,764
|
|
|
$
|
27.55
|
|
|
5.64
|
|
$
|
22,224
|
|
Options exercisable at September 30, 2015
|
2,505,986
|
|
|
$
|
22.82
|
|
|
4.03
|
|
$
|
20,566
|
|
Options expected to vest
|
1,233,897
|
|
|
$
|
36.51
|
|
|
8.70
|
|
$
|
1,590
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
||||||||
Aggregate intrinsic value of stock options exercised
|
$
|
10,194
|
|
|
$
|
1,985
|
|
|
$
|
18,727
|
|
|
$
|
7,868
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Cash dividends accrued on RSUs
|
$
|
680
|
|
|
$
|
616
|
|
|
$
|
1,530
|
|
|
$
|
1,917
|
|
Cash dividends paid on RSUs
|
124
|
|
|
270
|
|
|
1,178
|
|
|
2,570
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Fair value of restricted stock vested
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Fair value of RSUs vested
|
1,566
|
|
|
2,377
|
|
|
19,114
|
|
|
21,561
|
|
|
Restricted
Stock and RSUs |
|
Weighted-
Average Grant-Date Fair Value |
|||
Non-vested at December 31, 2014
|
1,405,569
|
|
|
$
|
28.78
|
|
Granted
|
599,580
|
|
|
37.69
|
|
|
Vested
|
(609,109
|
)
|
|
31.18
|
|
|
Forfeited
|
(99,550
|
)
|
|
32.84
|
|
|
Non-vested at September 30, 2015
|
1,296,490
|
|
|
$
|
33.59
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Cash dividends accrued on PUs
|
$
|
240
|
|
|
$
|
222
|
|
|
$
|
532
|
|
|
$
|
647
|
|
Cash dividends paid on PUs
|
—
|
|
|
—
|
|
|
312
|
|
|
1,015
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Fair value of earned PUs that vested
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,296
|
|
|
$
|
2,107
|
|
|
Original
PU Awards |
|
PU Adjustment(1)
|
|
Total
PU Awards |
|
Weighted-
Average Grant-Date Fair Value |
|||||
Non-vested at December 31, 2014
|
461,666
|
|
|
(82,609
|
)
|
|
379,057
|
|
|
$
|
30.80
|
|
Granted
|
156,182
|
|
|
—
|
|
|
156,182
|
|
|
39.41
|
|
|
Vested
|
(80,035
|
)
|
|
(4,350
|
)
|
|
(84,385
|
)
|
|
29.62
|
|
|
Forfeited
|
(20,201
|
)
|
|
—
|
|
|
(20,201
|
)
|
|
31.27
|
|
|
Non-vested at September 30, 2015
|
517,612
|
|
|
(86,959
|
)
|
|
430,653
|
|
|
$
|
34.13
|
|
(1)
|
Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria achievement at the end of the defined performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Income (loss) from continuing operations
|
$
|
858
|
|
|
$
|
23,517
|
|
|
$
|
316,281
|
|
|
$
|
119,263
|
|
Total (loss) income from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(938
|
)
|
|
$
|
—
|
|
Net income (loss) attributable to Iron Mountain Incorporated
|
$
|
66
|
|
|
$
|
23,110
|
|
|
$
|
313,370
|
|
|
$
|
117,536
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares—basic
|
193,360,000
|
|
|
210,912,000
|
|
|
192,540,000
|
|
|
210,616,000
|
|
||||
Effect of dilutive potential stock options
|
1,023,890
|
|
|
621,615
|
|
|
823,036
|
|
|
934,553
|
|
||||
Effect of dilutive potential restricted stock, RSUs and PUs
|
520,644
|
|
|
382,995
|
|
|
470,060
|
|
|
530,252
|
|
||||
Weighted-average shares—diluted
|
194,904,534
|
|
|
211,916,610
|
|
|
193,833,096
|
|
|
212,080,805
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) per share—basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
1.64
|
|
|
$
|
0.57
|
|
Total (loss) income from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) attributable to Iron Mountain Incorporated—basic
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
1.63
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (losses) per share—diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
1.63
|
|
|
$
|
0.56
|
|
Total (loss) income from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) attributable to Iron Mountain Incorporated—diluted
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
1.62
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
||||||||
Antidilutive stock options, RSUs and PUs, excluded from the calculation
|
609,385
|
|
|
2,262,827
|
|
|
1,149,441
|
|
|
1,318,811
|
|
|
|
|
|
Fair Value Measurements at
December 31, 2014 Using |
||||||||||||||||
Description
|
|
Total Carrying
Value at
December 31,
2014
|
|
Quoted prices
in active
markets
(Level 1)
|
|
|
|
Significant other
observable
inputs
(Level 2)
|
|
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Money Market Funds(1)
|
|
$
|
36,828
|
|
|
$
|
—
|
|
|
|
|
$
|
36,828
|
|
|
|
|
$
|
—
|
|
Time Deposits(1)
|
|
16,204
|
|
|
—
|
|
|
|
|
16,204
|
|
|
|
|
—
|
|
||||
Trading Securities
|
|
13,172
|
|
|
12,428
|
|
|
(2)
|
|
744
|
|
|
(1)
|
|
—
|
|
||||
Derivative Liabilities(3)
|
|
2,411
|
|
|
—
|
|
|
|
|
2,411
|
|
|
|
|
—
|
|
|
|
|
|
Fair Value Measurements at
September 30, 2015 Using |
||||||||||||||||
Description
|
|
Total Carrying
Value at
September 30,
2015
|
|
Quoted prices
in active
markets
(Level 1)
|
|
|
|
Significant other
observable
inputs
(Level 2)
|
|
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Money Market Funds(1)
|
|
$
|
175,000
|
|
|
$
|
—
|
|
|
|
|
$
|
175,000
|
|
|
|
|
$
|
—
|
|
Time Deposits(1)
|
|
204,056
|
|
|
—
|
|
|
|
|
204,056
|
|
|
|
|
—
|
|
||||
Trading Securities
|
|
9,960
|
|
|
9,111
|
|
|
(2)
|
|
849
|
|
|
(1)
|
|
—
|
|
||||
Derivative Assets(3)
|
|
305
|
|
|
—
|
|
|
|
|
305
|
|
|
|
|
—
|
|
||||
Derivative Liabilities(3)
|
|
666
|
|
|
|
|
|
|
666
|
|
|
|
|
|
(1)
|
Money market funds and time deposits (including certain trading securities) are measured based on quoted prices for similar assets and/or subsequent transactions.
|
(2)
|
Securities are measured at fair value using quoted market prices.
|
(3)
|
Our derivative assets and liabilities relate to short-term (
six months
or less) foreign currency contracts that we have entered into to hedge certain of our intercompany exposures, as more fully disclosed at Note 3. We calculate the value of such forward contracts by adjusting the spot rate utilized at the balance sheet date for translation purposes by an estimate of the forward points observed in active markets.
|
|
Foreign
Currency Translation Adjustments |
|
Market Value
Adjustments for Securities |
|
Total
|
||||||
Balance as of June 30, 2014
|
$
|
(3,809
|
)
|
|
$
|
1,474
|
|
|
$
|
(2,335
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(44,606
|
)
|
|
—
|
|
|
(44,606
|
)
|
|||
Market value adjustments for securities
|
—
|
|
|
(291
|
)
|
|
(291
|
)
|
|||
Total other comprehensive (loss) income
|
(44,606
|
)
|
|
(291
|
)
|
|
(44,897
|
)
|
|||
Balance as of September 30, 2014
|
$
|
(48,415
|
)
|
|
$
|
1,183
|
|
|
$
|
(47,232
|
)
|
|
Foreign
Currency Translation Adjustments |
|
Market Value
Adjustments for Securities |
|
Total
|
||||||
Balance as of June 30, 2015
|
$
|
(130,752
|
)
|
|
$
|
1,002
|
|
|
$
|
(129,750
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(33,803
|
)
|
|
—
|
|
|
(33,803
|
)
|
|||
Market value adjustments for securities
|
—
|
|
|
(134
|
)
|
|
(134
|
)
|
|||
Total other comprehensive (loss) income
|
(33,803
|
)
|
|
(134
|
)
|
|
(33,937
|
)
|
|||
Balance as of September 30, 2015
|
$
|
(164,555
|
)
|
|
$
|
868
|
|
|
$
|
(163,687
|
)
|
|
Foreign
Currency Translation Adjustments |
|
Market Value
Adjustments for Securities |
|
Total
|
||||||
Balance as of December 31, 2013
|
$
|
(9,586
|
)
|
|
$
|
926
|
|
|
$
|
(8,660
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustments
|
(38,829
|
)
|
|
—
|
|
|
(38,829
|
)
|
|||
Market value adjustment for securities
|
—
|
|
|
257
|
|
|
257
|
|
|||
Total other comprehensive (loss) income
|
(38,829
|
)
|
|
257
|
|
|
(38,572
|
)
|
|||
Balance as of September 30, 2014
|
$
|
(48,415
|
)
|
|
$
|
1,183
|
|
|
$
|
(47,232
|
)
|
|
Foreign
Currency Translation Adjustments |
|
Market Value
Adjustments for Securities |
|
Total
|
||||||
Balance as of December 31, 2014
|
$
|
(76,010
|
)
|
|
$
|
979
|
|
|
$
|
(75,031
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
(88,545
|
)
|
|
—
|
|
|
(88,545
|
)
|
|||
Market value adjustments for securities
|
—
|
|
|
(111
|
)
|
|
(111
|
)
|
|||
Total other comprehensive (loss) income
|
(88,545
|
)
|
|
(111
|
)
|
|
(88,656
|
)
|
|||
Balance as of September 30, 2015
|
$
|
(164,555
|
)
|
|
$
|
868
|
|
|
$
|
(163,687
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|||||||||||
|
2014
|
|
2015
|
|
2014
|
2015
|
||||||||
Foreign currency transaction losses (gains), net
|
$
|
23,500
|
|
|
$
|
32,539
|
|
|
$
|
25,591
|
|
$
|
56,461
|
|
Debt extinguishment expense, net
|
—
|
|
|
2,156
|
|
|
—
|
|
2,156
|
|
||||
Other, net
|
(992
|
)
|
|
551
|
|
|
(2,604
|
)
|
982
|
|
||||
|
$
|
22,508
|
|
|
$
|
35,246
|
|
|
$
|
22,987
|
|
$
|
59,599
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Net cash (receipts) payments
|
$
|
(9,536
|
)
|
|
$
|
(7,024
|
)
|
|
$
|
4,993
|
|
|
$
|
22,164
|
|
|
|
Asset Derivatives
|
||||||||||
|
|
December 31, 2014
|
|
September 30, 2015
|
||||||||
Derivatives Not Designated as
Hedging Instruments |
|
Balance Sheet
Location |
|
Fair
Value |
|
Balance Sheet
Location |
|
Fair
Value |
||||
Foreign exchange contracts
|
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
Prepaid expenses and other
|
|
$
|
305
|
|
Total
|
|
|
|
$
|
—
|
|
|
|
|
$
|
305
|
|
|
|
Liability Derivatives
|
||||||||||
|
|
December 31, 2014
|
|
September 30, 2015
|
||||||||
Derivatives Not Designated as
Hedging Instruments |
|
Balance Sheet
Location |
|
Fair
Value |
|
Balance Sheet
Location |
|
Fair
Value |
||||
Foreign exchange contracts
|
|
Accrued expenses
|
|
$
|
2,411
|
|
|
Accrued expenses
|
|
$
|
666
|
|
Total
|
|
|
|
$
|
2,411
|
|
|
|
|
$
|
666
|
|
|
|
|
|
|
Amount of (Gain)
Loss Recognized in Income on Derivatives |
||||||||||||||
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Derivatives Not Designated as
Hedging Instruments |
|
Location of (Gain) Loss
Recognized in Income on Derivative |
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|||||||||
Foreign exchange contracts
|
|
Other expense (income), net
|
|
$
|
(4,025
|
)
|
|
$
|
(301
|
)
|
|
$
|
10,625
|
|
|
$
|
20,113
|
|
|
Total
|
|
|
|
|
$
|
(4,025
|
)
|
|
$
|
(301
|
)
|
|
$
|
10,625
|
|
|
$
|
20,113
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Foreign exchange gains (losses)
|
|
$
|
3,729
|
|
|
$
|
(85
|
)
|
|
$
|
4,537
|
|
|
$
|
3,381
|
|
Less: Tax expense (benefit) on foreign exchange gains (losses)
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
||||
Foreign exchange gains (losses), net of tax
|
|
$
|
3,729
|
|
|
$
|
(85
|
)
|
|
$
|
4,480
|
|
|
$
|
3,381
|
|
Cash Paid (gross of cash acquired)
|
$
|
24,930
|
|
(1)
|
Total Consideration
|
24,930
|
|
|
|
Fair Value of Identifiable Assets Acquired:
|
|
|
||
Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other
|
2,095
|
|
|
|
Property, Plant and Equipment(2)
|
5,899
|
|
|
|
Customer Relationship Assets(3)
|
10,634
|
|
|
|
Other Assets
|
622
|
|
|
|
Liabilities Assumed and Deferred Income Taxes(4)
|
(6,825
|
)
|
|
|
Total Fair Value of Identifiable Net Assets Acquired
|
12,425
|
|
|
|
Goodwill Initially Recorded
|
$
|
12,505
|
|
|
(1)
|
Included in cash paid for acquisitions in the Consolidated Statements of Cash Flows for the
nine
months ended
September 30, 2015
is net cash acquired of
$(561)
and contingent and other payments of
$3,606
related to acquisitions made in previous years.
|
(2)
|
Consists primarily of buildings, racking structures, leasehold improvements and computer hardware and software.
|
(3)
|
The weighted average lives of customer relationship intangible assets associated with acquisitions in 2015 was
22 years
.
|
(4)
|
Consists primarily of accrued expenses and deferred income taxes.
|
|
December 31, 2014
|
|
September 30, 2015
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
IMI Revolving Credit Facility(1)
|
$
|
883,428
|
|
|
$
|
883,428
|
|
|
$
|
—
|
|
|
$
|
—
|
|
IMI Term Loan (1)
|
249,375
|
|
|
249,375
|
|
|
—
|
|
|
—
|
|
||||
New Revolving Credit Facility(1)
|
—
|
|
|
—
|
|
|
284,886
|
|
|
284,886
|
|
||||
New Term Loan(1)
|
—
|
|
|
—
|
|
|
246,875
|
|
|
246,875
|
|
||||
6
3
/
4
% Euro Senior Subordinated Notes due 2018 (the "6
3
/
4
% Notes")(2)(3)
|
308,616
|
|
|
309,634
|
|
|
285,202
|
|
|
285,306
|
|
||||
7
3
/
4
% Senior Subordinated Notes due 2019 (the "7
3
/
4
% Notes")(2)(3)
|
400,000
|
|
|
429,000
|
|
|
400,000
|
|
|
416,060
|
|
||||
6% Senior Notes due 2020 (the "6% Notes due 2020")(2)(3)(4)
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|
1,012,500
|
|
||||
8
3
/
8
% Senior Subordinated Notes due 2021 (the "8
3
/
8
% Notes")(2)(3)
|
106,030
|
|
|
110,500
|
|
|
106,055
|
|
|
108,890
|
|
||||
6
1
/
8
% CAD Senior Notes due 2021 (the "CAD Notes")(2)(5)
|
172,420
|
|
|
175,437
|
|
|
149,240
|
|
|
151,852
|
|
||||
6
1
/
8
% GBP Senior Notes due 2022 (the "GBP Notes")(2)(4)(6)
|
622,960
|
|
|
639,282
|
|
|
606,180
|
|
|
600,118
|
|
||||
6% Senior Notes due 2023 (the "6% Notes due 2023")(2)(3)
|
600,000
|
|
|
625,500
|
|
|
600,000
|
|
|
591,000
|
|
||||
5
3
/
4
% Senior Subordinated Notes due 2024 (the "5
3
/
4
% Notes")(2)(3)
|
1,000,000
|
|
|
1,005,000
|
|
|
1,000,000
|
|
|
960,000
|
|
||||
Accounts Receivable Securitization Program(7)(8)
|
—
|
|
|
—
|
|
|
198,300
|
|
|
198,300
|
|
||||
Real Estate Mortgages, Capital Leases and Other(8)
|
320,702
|
|
|
320,702
|
|
|
297,556
|
|
|
297,556
|
|
||||
Total Long-term Debt
|
4,663,531
|
|
|
|
|
|
5,174,294
|
|
|
|
|
||||
Less Current Portion(9)
|
(52,095
|
)
|
|
|
|
|
(253,726
|
)
|
|
|
|
||||
Long-term Debt, Net of Current Portion
|
$
|
4,611,436
|
|
|
|
|
|
$
|
4,920,568
|
|
|
|
|
(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 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 both the IMI Revolving Credit Facility and the New Revolving Credit Facility (each of which is defined below). The fair value (Level 3 of fair value hierarchy described at Note 2.k.) 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 both
December 31, 2014
and
September 30, 2015
.
|
(2)
|
The fair values (Level 1 of fair value hierarchy described at Note 2.k.) of these debt instruments are based on quoted market prices for these notes on
December 31, 2014
and
September 30, 2015
, respectively.
|
(3)
|
Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by most of its direct and indirect
100%
owned United States subsidiaries (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. Canada Company, Iron Mountain Europe PLC ("IME"), the Special Purpose Subsidiaries (as defined below) and the remainder of our subsidiaries do not guarantee the Parent Notes.
|
(4)
|
The 6% Notes due 2020 and the GBP 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 6% Notes due 2020 and the GBP Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction.
|
(5)
|
Canada Company is the direct obligor on the CAD 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. See Note 6 to Notes to Consolidated Financial Statements.
|
(6)
|
IME 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. See Note 6 to Notes to Consolidated Financial Statements.
|
(7)
|
The Special Purpose Subsidiaries are the obligors under this program.
|
(8)
|
We believe the fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this debt approximates its carrying
|
(9)
|
The Current Portion of Long-term debt at September 30, 2015 includes
$175,000
in aggregate principal amount of our outstanding 6
3
/
4
% Notes, 7
3
/
4
% Notes and 8
3
/
8
% Notes redeemed in October 2015. The $175,000 presented within the Current Portion of Long-term debt represents the portion of the 6
3
/
4
% Notes, the 7
3
/
4
% Notes and the 8
3
/
8
% Notes redeemed in October 2015 utilizing funds that were invested in money market funds as of September 30, 2015. See Note 11 to Notes to Consolidated Financial Statements.
|
|
December 31, 2014
|
|
September 30, 2015
|
|
Maximum//Minimum Allowable(1)
|
||
Net total lease adjusted leverage ratio
|
5.4
|
|
|
5.7
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
2.6
|
|
|
1.9
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.7
|
|
|
5.7
|
|
|
Maximum allowable of 6.5
|
Fixed charge coverage ratio
|
2.5
|
|
|
2.3
|
|
|
Minimum allowable of 1.5
|
(1)
|
The maximum and minimum allowable ratios under the New Credit Agreement are substantially similar to the Credit Agreement.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Commitment fees and letters of credit fees
|
$
|
700
|
|
|
$
|
883
|
|
|
$
|
1,867
|
|
|
$
|
2,741
|
|
|
December 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company |
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents
|
$
|
2,399
|
|
|
$
|
4,713
|
|
|
$
|
4,979
|
|
|
$
|
113,842
|
|
|
$
|
—
|
|
|
$
|
125,933
|
|
Restricted Cash
|
33,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,860
|
|
||||||
Accounts Receivable
|
—
|
|
|
361,330
|
|
|
37,137
|
|
|
205,798
|
|
|
—
|
|
|
604,265
|
|
||||||
Intercompany Receivable
|
—
|
|
|
586,725
|
|
|
—
|
|
|
—
|
|
|
(586,725
|
)
|
|
—
|
|
||||||
Other Current Assets
|
153
|
|
|
88,709
|
|
|
2,925
|
|
|
61,908
|
|
|
(34
|
)
|
|
153,661
|
|
||||||
Total Current Assets
|
36,412
|
|
|
1,041,477
|
|
|
45,041
|
|
|
381,548
|
|
|
(586,759
|
)
|
|
917,719
|
|
||||||
Property, Plant and Equipment, Net
|
840
|
|
|
1,580,337
|
|
|
160,977
|
|
|
808,573
|
|
|
—
|
|
|
2,550,727
|
|
||||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable
|
2,851,651
|
|
|
245
|
|
|
2,448
|
|
|
—
|
|
|
(2,854,344
|
)
|
|
—
|
|
||||||
Investment in Subsidiaries
|
917,170
|
|
|
656,877
|
|
|
30,751
|
|
|
93,355
|
|
|
(1,698,153
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
1,611,957
|
|
|
180,342
|
|
|
631,484
|
|
|
—
|
|
|
2,423,783
|
|
||||||
Other
|
31,108
|
|
|
375,082
|
|
|
26,672
|
|
|
245,251
|
|
|
—
|
|
|
678,113
|
|
||||||
Total Other Assets, Net
|
3,799,929
|
|
|
2,644,161
|
|
|
240,213
|
|
|
970,090
|
|
|
(4,552,497
|
)
|
|
3,101,896
|
|
||||||
Total Assets
|
$
|
3,837,181
|
|
|
$
|
5,265,975
|
|
|
$
|
446,231
|
|
|
$
|
2,160,211
|
|
|
$
|
(5,139,256
|
)
|
|
$
|
6,570,342
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intercompany Payable
|
$
|
505,083
|
|
|
$
|
—
|
|
|
$
|
3,564
|
|
|
$
|
78,078
|
|
|
$
|
(586,725
|
)
|
|
$
|
—
|
|
Current Portion of Long-term Debt
|
—
|
|
|
24,955
|
|
|
—
|
|
|
27,174
|
|
|
(34
|
)
|
|
52,095
|
|
||||||
Total Other Current Liabilities
|
60,097
|
|
|
470,122
|
|
|
35,142
|
|
|
239,280
|
|
|
—
|
|
|
804,641
|
|
||||||
Long-term Debt, Net of Current Portion
|
2,414,646
|
|
|
908,431
|
|
|
245,861
|
|
|
1,042,498
|
|
|
—
|
|
|
4,611,436
|
|
||||||
Long-term Notes Payable to Affiliates and Intercompany Payable
|
1,000
|
|
|
2,851,384
|
|
|
—
|
|
|
1,960
|
|
|
(2,854,344
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
—
|
|
|
115,789
|
|
|
37,558
|
|
|
78,868
|
|
|
—
|
|
|
232,215
|
|
||||||
Commitments and Contingencies (See Note 8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Iron Mountain Incorporated Stockholders' Equity
|
856,355
|
|
|
895,294
|
|
|
124,106
|
|
|
678,753
|
|
|
(1,698,153
|
)
|
|
856,355
|
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
13,600
|
|
|
—
|
|
|
13,600
|
|
||||||
Total Equity
|
856,355
|
|
|
895,294
|
|
|
124,106
|
|
|
692,353
|
|
|
(1,698,153
|
)
|
|
869,955
|
|
||||||
Total Liabilities and Equity
|
$
|
3,837,181
|
|
|
$
|
5,265,975
|
|
|
$
|
446,231
|
|
|
$
|
2,160,211
|
|
|
$
|
(5,139,256
|
)
|
|
$
|
6,570,342
|
|
|
September 30, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company |
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents
|
$
|
295,424
|
|
|
$
|
67,225
|
|
|
$
|
11,176
|
|
|
$
|
119,074
|
|
|
$
|
—
|
|
|
$
|
492,899
|
|
Accounts Receivable
|
—
|
|
|
32,055
|
|
|
33,332
|
|
|
508,502
|
|
|
—
|
|
|
573,889
|
|
||||||
Intercompany Receivable
|
—
|
|
|
450,587
|
|
|
—
|
|
|
—
|
|
|
(450,587
|
)
|
|
—
|
|
||||||
Other Current Assets
|
305
|
|
|
102,004
|
|
|
3,095
|
|
|
56,135
|
|
|
(29
|
)
|
|
161,510
|
|
||||||
Total Current Assets
|
295,729
|
|
|
651,871
|
|
|
47,603
|
|
|
683,711
|
|
|
(450,616
|
)
|
|
1,228,298
|
|
||||||
Property, Plant and Equipment, Net
|
706
|
|
|
1,560,442
|
|
|
141,561
|
|
|
726,016
|
|
|
—
|
|
|
2,428,725
|
|
||||||
Other Assets, Net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable
|
3,092,734
|
|
|
1,000
|
|
|
1,251
|
|
|
—
|
|
|
(3,094,985
|
)
|
|
—
|
|
||||||
Investment in Subsidiaries
|
818,906
|
|
|
559,382
|
|
|
28,177
|
|
|
96,971
|
|
|
(1,503,436
|
)
|
|
—
|
|
||||||
Goodwill
|
—
|
|
|
1,617,933
|
|
|
158,665
|
|
|
570,466
|
|
|
—
|
|
|
2,347,064
|
|
||||||
Other
|
43,990
|
|
|
391,165
|
|
|
25,131
|
|
|
205,449
|
|
|
—
|
|
|
665,735
|
|
||||||
Total Other Assets, Net
|
3,955,630
|
|
|
2,569,480
|
|
|
213,224
|
|
|
872,886
|
|
|
(4,598,421
|
)
|
|
3,012,799
|
|
||||||
Total Assets
|
$
|
4,252,065
|
|
|
$
|
4,781,793
|
|
|
$
|
402,388
|
|
|
$
|
2,282,613
|
|
|
$
|
(5,049,037
|
)
|
|
$
|
6,669,822
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intercompany Payable
|
$
|
207,322
|
|
|
$
|
—
|
|
|
$
|
2,343
|
|
|
$
|
240,922
|
|
|
$
|
(450,587
|
)
|
|
$
|
—
|
|
Current Portion of Long-term Debt
|
175,000
|
|
|
35,547
|
|
|
—
|
|
|
43,208
|
|
|
(29
|
)
|
|
253,726
|
|
||||||
Total Other Current Liabilities
|
45,282
|
|
|
398,152
|
|
|
27,261
|
|
|
186,356
|
|
|
—
|
|
|
657,051
|
|
||||||
Long-term Debt, Net of Current Portion
|
3,216,257
|
|
|
348,763
|
|
|
210,943
|
|
|
1,144,605
|
|
|
—
|
|
|
4,920,568
|
|
||||||
Long-term Notes Payable to Affiliates and Intercompany Payable
|
1,000
|
|
|
3,093,985
|
|
|
—
|
|
|
—
|
|
|
(3,094,985
|
)
|
|
—
|
|
||||||
Other Long-term Liabilities
|
—
|
|
|
107,547
|
|
|
36,693
|
|
|
74,460
|
|
|
—
|
|
|
218,700
|
|
||||||
Commitments and Contingencies (See Note 8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Iron Mountain Incorporated Stockholders' Equity
|
607,204
|
|
|
797,799
|
|
|
125,148
|
|
|
580,489
|
|
|
(1,503,436
|
)
|
|
607,204
|
|
||||||
Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
12,573
|
|
|
—
|
|
|
12,573
|
|
||||||
Total Equity
|
607,204
|
|
|
797,799
|
|
|
125,148
|
|
|
593,062
|
|
|
(1,503,436
|
)
|
|
619,777
|
|
||||||
Total Liabilities and Equity
|
$
|
4,252,065
|
|
|
$
|
4,781,793
|
|
|
$
|
402,388
|
|
|
$
|
2,282,613
|
|
|
$
|
(5,049,037
|
)
|
|
$
|
6,669,822
|
|
|
Three Months Ended September 30, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company |
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Storage Rental
|
$
|
—
|
|
|
$
|
302,695
|
|
|
$
|
31,540
|
|
|
$
|
134,829
|
|
|
$
|
—
|
|
|
$
|
469,064
|
|
Service
|
—
|
|
|
186,906
|
|
|
17,582
|
|
|
109,145
|
|
|
—
|
|
|
313,633
|
|
||||||
Intercompany Service
|
—
|
|
|
—
|
|
|
—
|
|
|
16,679
|
|
|
(16,679
|
)
|
|
—
|
|
||||||
Total Revenues
|
—
|
|
|
489,601
|
|
|
49,122
|
|
|
260,653
|
|
|
(16,679
|
)
|
|
782,697
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Sales (Excluding Depreciation and Amortization)
|
—
|
|
|
197,079
|
|
|
5,181
|
|
|
133,246
|
|
|
—
|
|
|
335,506
|
|
||||||
Selling, General and Administrative
|
58
|
|
|
143,555
|
|
|
3,505
|
|
|
69,219
|
|
|
—
|
|
|
216,337
|
|
||||||
Intercompany Service Charges
|
—
|
|
|
—
|
|
|
16,679
|
|
|
—
|
|
|
(16,679
|
)
|
|
—
|
|
||||||
Depreciation and Amortization
|
46
|
|
|
54,040
|
|
|
2,989
|
|
|
32,119
|
|
|
—
|
|
|
89,194
|
|
||||||
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
|
—
|
|
|
(12
|
)
|
|
11
|
|
|
185
|
|
|
—
|
|
|
184
|
|
||||||
Total Operating Expenses
|
104
|
|
|
394,662
|
|
|
28,365
|
|
|
234,769
|
|
|
(16,679
|
)
|
|
641,221
|
|
||||||
Operating (Loss) Income
|
(104
|
)
|
|
94,939
|
|
|
20,757
|
|
|
25,884
|
|
|
—
|
|
|
141,476
|
|
||||||
Interest Expense (Income), Net
|
46,571
|
|
|
(9,730
|
)
|
|
8,544
|
|
|
17,835
|
|
|
—
|
|
|
63,220
|
|
||||||
Other (Income) Expense, Net
|
(22,468
|
)
|
|
(212,113
|
)
|
|
(31
|
)
|
|
257,120
|
|
|
—
|
|
|
22,508
|
|
||||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes
|
(24,207
|
)
|
|
316,782
|
|
|
12,244
|
|
|
(249,071
|
)
|
|
—
|
|
|
55,748
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
53,142
|
|
|
3,249
|
|
|
(1,501
|
)
|
|
—
|
|
|
54,890
|
|
||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(24,273
|
)
|
|
240,121
|
|
|
(432
|
)
|
|
(8,996
|
)
|
|
(206,420
|
)
|
|
—
|
|
||||||
Net Income (Loss)
|
66
|
|
|
23,519
|
|
|
9,427
|
|
|
(238,574
|
)
|
|
206,420
|
|
|
858
|
|
||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
792
|
|
|
—
|
|
|
792
|
|
||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
66
|
|
|
$
|
23,519
|
|
|
$
|
9,427
|
|
|
$
|
(239,366
|
)
|
|
$
|
206,420
|
|
|
$
|
66
|
|
Net Income (Loss)
|
$
|
66
|
|
|
$
|
23,519
|
|
|
$
|
9,427
|
|
|
$
|
(238,574
|
)
|
|
$
|
206,420
|
|
|
$
|
858
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
3,729
|
|
|
—
|
|
|
(4,560
|
)
|
|
(44,592
|
)
|
|
—
|
|
|
(45,423
|
)
|
||||||
Market Value Adjustments for Securities
|
—
|
|
|
(291
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(291
|
)
|
||||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
(48,626
|
)
|
|
(48,335
|
)
|
|
(874
|
)
|
|
(4,560
|
)
|
|
102,395
|
|
|
—
|
|
||||||
Total Other Comprehensive (Loss) Income
|
(44,897
|
)
|
|
(48,626
|
)
|
|
(5,434
|
)
|
|
(49,152
|
)
|
|
102,395
|
|
|
(45,714
|
)
|
||||||
Comprehensive (Loss) Income
|
(44,831
|
)
|
|
(25,107
|
)
|
|
3,993
|
|
|
(287,726
|
)
|
|
308,815
|
|
|
(44,856
|
)
|
||||||
Comprehensive (Loss) Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
||||||
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated
|
$
|
(44,831
|
)
|
|
$
|
(25,107
|
)
|
|
$
|
3,993
|
|
|
$
|
(287,701
|
)
|
|
$
|
308,815
|
|
|
$
|
(44,831
|
)
|
|
Three Months Ended September 30, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company |
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Storage Rental
|
$
|
—
|
|
|
$
|
308,336
|
|
|
$
|
29,164
|
|
|
$
|
122,552
|
|
|
$
|
—
|
|
|
$
|
460,052
|
|
Service
|
—
|
|
|
181,230
|
|
|
14,558
|
|
|
90,689
|
|
|
—
|
|
|
286,477
|
|
||||||
Intercompany Service
|
—
|
|
|
1,042
|
|
|
—
|
|
|
16,243
|
|
|
(17,285
|
)
|
|
—
|
|
||||||
Total Revenues
|
—
|
|
|
490,608
|
|
|
43,722
|
|
|
229,484
|
|
|
(17,285
|
)
|
|
746,529
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Sales (Excluding Depreciation and Amortization)
|
—
|
|
|
196,060
|
|
|
6,008
|
|
|
115,595
|
|
|
—
|
|
|
317,663
|
|
||||||
Selling, General and Administrative
|
19
|
|
|
154,202
|
|
|
3,565
|
|
|
57,907
|
|
|
—
|
|
|
215,693
|
|
||||||
Intercompany Service Charges
|
—
|
|
|
3,257
|
|
|
12,986
|
|
|
1,042
|
|
|
(17,285
|
)
|
|
—
|
|
||||||
Depreciation and Amortization
|
45
|
|
|
56,145
|
|
|
3,089
|
|
|
27,213
|
|
|
—
|
|
|
86,492
|
|
||||||
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
|
—
|
|
|
(197
|
)
|
|
34
|
|
|
22
|
|
|
—
|
|
|
(141
|
)
|
||||||
Total Operating Expenses
|
64
|
|
|
409,467
|
|
|
25,682
|
|
|
201,779
|
|
|
(17,285
|
)
|
|
619,707
|
|
||||||
Operating (Loss) Income
|
(64
|
)
|
|
81,141
|
|
|
18,040
|
|
|
27,705
|
|
|
—
|
|
|
126,822
|
|
||||||
Interest Expense (Income), Net
|
39,302
|
|
|
(7,281
|
)
|
|
7,784
|
|
|
25,330
|
|
|
—
|
|
|
65,135
|
|
||||||
Other Expense (Income), Net
|
686
|
|
|
1,577
|
|
|
(98
|
)
|
|
33,081
|
|
|
—
|
|
|
35,246
|
|
||||||
(Loss) Income from Continuing Operations Before (Benefit) Provision for Income Taxes and (Gain) Loss on Sale of Real Estate
|
(40,052
|
)
|
|
86,845
|
|
|
10,354
|
|
|
(30,706
|
)
|
|
—
|
|
|
26,441
|
|
||||||
(Benefit) Provision for Income Taxes
|
—
|
|
|
(5,210
|
)
|
|
3,041
|
|
|
5,943
|
|
|
—
|
|
|
3,774
|
|
||||||
(Gain) Loss on Sale of Real Estate, Net of Tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(850
|
)
|
|
—
|
|
|
(850
|
)
|
||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(63,162
|
)
|
|
28,343
|
|
|
(605
|
)
|
|
(7,313
|
)
|
|
42,737
|
|
|
—
|
|
||||||
Net Income (Loss)
|
23,110
|
|
|
63,712
|
|
|
7,918
|
|
|
(28,486
|
)
|
|
(42,737
|
)
|
|
23,517
|
|
||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
407
|
|
||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
23,110
|
|
|
$
|
63,712
|
|
|
$
|
7,918
|
|
|
$
|
(28,893
|
)
|
|
$
|
(42,737
|
)
|
|
$
|
23,110
|
|
Net Income (Loss)
|
$
|
23,110
|
|
|
$
|
63,712
|
|
|
$
|
7,918
|
|
|
$
|
(28,486
|
)
|
|
$
|
(42,737
|
)
|
|
$
|
23,517
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign Currency Translation Adjustments
|
(85
|
)
|
|
—
|
|
|
(7,709
|
)
|
|
(26,800
|
)
|
|
—
|
|
|
(34,594
|
)
|
||||||
Market Value Adjustments for Securities
|
—
|
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
||||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
(33,852
|
)
|
|
(33,637
|
)
|
|
(1,805
|
)
|
|
(7,709
|
)
|
|
77,003
|
|
|
—
|
|
||||||
Total Other Comprehensive (Loss) Income
|
(33,937
|
)
|
|
(33,771
|
)
|
|
(9,514
|
)
|
|
(34,509
|
)
|
|
77,003
|
|
|
(34,728
|
)
|
||||||
Comprehensive (Loss) Income
|
(10,827
|
)
|
|
29,941
|
|
|
(1,596
|
)
|
|
(62,995
|
)
|
|
34,266
|
|
|
(11,211
|
)
|
||||||
Comprehensive (Loss) Income Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(384
|
)
|
|
—
|
|
|
(384
|
)
|
||||||
Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated
|
$
|
(10,827
|
)
|
|
$
|
29,941
|
|
|
$
|
(1,596
|
)
|
|
$
|
(62,611
|
)
|
|
$
|
34,266
|
|
|
$
|
(10,827
|
)
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company |
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Storage Rental
|
$
|
—
|
|
|
$
|
904,707
|
|
|
$
|
93,246
|
|
|
$
|
396,889
|
|
|
$
|
—
|
|
|
$
|
1,394,842
|
|
Service
|
—
|
|
|
563,949
|
|
|
51,323
|
|
|
329,601
|
|
|
—
|
|
|
944,873
|
|
||||||
Intercompany Service
|
—
|
|
|
—
|
|
|
—
|
|
|
49,231
|
|
|
(49,231
|
)
|
|
—
|
|
||||||
Total Revenues
|
—
|
|
|
1,468,656
|
|
|
144,569
|
|
|
775,721
|
|
|
(49,231
|
)
|
|
2,339,715
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Sales (Excluding Depreciation and Amortization)
|
—
|
|
|
596,327
|
|
|
17,745
|
|
|
393,540
|
|
|
—
|
|
|
1,007,612
|
|
||||||
Selling, General and Administrative
|
122
|
|
|
432,831
|
|
|
10,348
|
|
|
201,623
|
|
|
—
|
|
|
644,924
|
|
||||||
Intercompany Service Charges
|
—
|
|
|
—
|
|
|
49,231
|
|
|
—
|
|
|
(49,231
|
)
|
|
—
|
|
||||||
Depreciation and Amortization
|
179
|
|
|
159,002
|
|
|
8,967
|
|
|
96,420
|
|
|
—
|
|
|
264,568
|
|
||||||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
|
—
|
|
|
820
|
|
|
12
|
|
|
397
|
|
|
—
|
|
|
1,229
|
|
||||||
Total Operating Expenses
|
301
|
|
|
1,188,980
|
|
|
86,303
|
|
|
691,980
|
|
|
(49,231
|
)
|
|
1,918,333
|
|
||||||
Operating (Loss) Income
|
(301
|
)
|
|
279,676
|
|
|
58,266
|
|
|
83,741
|
|
|
—
|
|
|
421,382
|
|
||||||
Interest Expense (Income), Net
|
141,410
|
|
|
(17,586
|
)
|
|
25,927
|
|
|
37,982
|
|
|
—
|
|
|
187,733
|
|
||||||
Other (Income) Expense, Net
|
(15,643
|
)
|
|
(204,392
|
)
|
|
(51
|
)
|
|
243,073
|
|
|
—
|
|
|
22,987
|
|
||||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and (Gain) Loss on Sale of Real Estate
|
(126,068
|
)
|
|
501,654
|
|
|
32,390
|
|
|
(197,314
|
)
|
|
—
|
|
|
210,662
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(116,186
|
)
|
|
9,359
|
|
|
8,676
|
|
|
—
|
|
|
(98,151
|
)
|
||||||
(Gain) Loss on Sale of Real Estate, Net of Tax
|
—
|
|
|
(197
|
)
|
|
—
|
|
|
(7,271
|
)
|
|
—
|
|
|
(7,468
|
)
|
||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(439,438
|
)
|
|
180,061
|
|
|
(1,073
|
)
|
|
(23,032
|
)
|
|
283,482
|
|
|
—
|
|
||||||
Income (Loss) from Continuing Operations
|
313,370
|
|
|
437,976
|
|
|
24,104
|
|
|
(175,687
|
)
|
|
(283,482
|
)
|
|
316,281
|
|
||||||
(Loss) Income from Discontinued Operations, Net of Tax
|
—
|
|
|
(960
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
|
(938
|
)
|
||||||
Net Income (Loss)
|
313,370
|
|
|
437,016
|
|
|
24,104
|
|
|
(175,665
|
)
|
|
(283,482
|
)
|
|
315,343
|
|
||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1,973
|
|
|
—
|
|
|
1,973
|
|
||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
313,370
|
|
|
$
|
437,016
|
|
|
$
|
24,104
|
|
|
$
|
(177,638
|
)
|
|
$
|
(283,482
|
)
|
|
$
|
313,370
|
|
Net Income (Loss)
|
$
|
313,370
|
|
|
$
|
437,016
|
|
|
$
|
24,104
|
|
|
$
|
(175,665
|
)
|
|
$
|
(283,482
|
)
|
|
$
|
315,343
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign Currency Translation Adjustments
|
4,480
|
|
|
84
|
|
|
(4,997
|
)
|
|
(38,676
|
)
|
|
—
|
|
|
(39,109
|
)
|
||||||
Market Value Adjustments for Securities
|
—
|
|
|
257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
||||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
(43,052
|
)
|
|
(44,290
|
)
|
|
(371
|
)
|
|
(4,997
|
)
|
|
92,710
|
|
|
—
|
|
||||||
Total Other Comprehensive (Loss) Income
|
(38,572
|
)
|
|
(43,949
|
)
|
|
(5,368
|
)
|
|
(43,673
|
)
|
|
92,710
|
|
|
(38,852
|
)
|
||||||
Comprehensive Income (Loss)
|
274,798
|
|
|
393,067
|
|
|
18,736
|
|
|
(219,338
|
)
|
|
(190,772
|
)
|
|
276,491
|
|
||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1,693
|
|
|
—
|
|
|
1,693
|
|
||||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
274,798
|
|
|
$
|
393,067
|
|
|
$
|
18,736
|
|
|
$
|
(221,031
|
)
|
|
$
|
(190,772
|
)
|
|
$
|
274,798
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company |
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Storage Rental
|
$
|
—
|
|
|
$
|
918,841
|
|
|
$
|
90,836
|
|
|
$
|
370,456
|
|
|
$
|
—
|
|
|
$
|
1,380,133
|
|
Service
|
—
|
|
|
551,363
|
|
|
47,223
|
|
|
276,830
|
|
|
—
|
|
|
875,416
|
|
||||||
Intercompany Service
|
—
|
|
|
2,449
|
|
|
—
|
|
|
54,788
|
|
|
(57,237
|
)
|
|
—
|
|
||||||
Total Revenues
|
—
|
|
|
1,472,653
|
|
|
138,059
|
|
|
702,074
|
|
|
(57,237
|
)
|
|
2,255,549
|
|
||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of Sales (Excluding Depreciation and Amortization)
|
—
|
|
|
588,801
|
|
|
19,815
|
|
|
356,984
|
|
|
—
|
|
|
965,600
|
|
||||||
Selling, General and Administrative
|
116
|
|
|
435,445
|
|
|
11,527
|
|
|
180,904
|
|
|
—
|
|
|
627,992
|
|
||||||
Intercompany Service Charges
|
—
|
|
|
9,657
|
|
|
45,131
|
|
|
2,449
|
|
|
(57,237
|
)
|
|
—
|
|
||||||
Depreciation and Amortization
|
136
|
|
|
167,908
|
|
|
9,306
|
|
|
82,642
|
|
|
—
|
|
|
259,992
|
|
||||||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net
|
—
|
|
|
565
|
|
|
34
|
|
|
108
|
|
|
—
|
|
|
707
|
|
||||||
Total Operating Expenses
|
252
|
|
|
1,202,376
|
|
|
85,813
|
|
|
623,087
|
|
|
(57,237
|
)
|
|
1,854,291
|
|
||||||
Operating (Loss) Income
|
(252
|
)
|
|
270,277
|
|
|
52,246
|
|
|
78,987
|
|
|
—
|
|
|
401,258
|
|
||||||
Interest Expense (Income), Net
|
117,694
|
|
|
(20,373
|
)
|
|
24,329
|
|
|
74,470
|
|
|
—
|
|
|
196,120
|
|
||||||
Other (Income) Expense, Net
|
(225
|
)
|
|
6,099
|
|
|
(235
|
)
|
|
53,960
|
|
|
—
|
|
|
59,599
|
|
||||||
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and (Gain) Loss on Sale of Real Estate
|
(117,721
|
)
|
|
284,551
|
|
|
28,152
|
|
|
(49,443
|
)
|
|
—
|
|
|
145,539
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
3,455
|
|
|
10,900
|
|
|
12,771
|
|
|
—
|
|
|
27,126
|
|
||||||
(Gain) Loss on Sale of Real Estate, Net of Tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(850
|
)
|
|
—
|
|
|
(850
|
)
|
||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax
|
(235,257
|
)
|
|
46,440
|
|
|
(2,538
|
)
|
|
(17,252
|
)
|
|
208,607
|
|
|
—
|
|
||||||
Net Income (Loss)
|
117,536
|
|
|
234,656
|
|
|
19,790
|
|
|
(44,112
|
)
|
|
(208,607
|
)
|
|
119,263
|
|
||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
1,727
|
|
|
—
|
|
|
1,727
|
|
||||||
Net Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
117,536
|
|
|
$
|
234,656
|
|
|
$
|
19,790
|
|
|
$
|
(45,839
|
)
|
|
$
|
(208,607
|
)
|
|
$
|
117,536
|
|
Net Income (Loss)
|
$
|
117,536
|
|
|
$
|
234,656
|
|
|
$
|
19,790
|
|
|
$
|
(44,112
|
)
|
|
$
|
(208,607
|
)
|
|
$
|
119,263
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign Currency Translation Adjustments
|
3,381
|
|
|
—
|
|
|
(14,612
|
)
|
|
(78,538
|
)
|
|
—
|
|
|
(89,769
|
)
|
||||||
Market Value Adjustments for Securities
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
||||||
Equity in Other Comprehensive (Loss) Income of Subsidiaries
|
(92,037
|
)
|
|
(91,626
|
)
|
|
(3,270
|
)
|
|
(14,612
|
)
|
|
201,545
|
|
|
—
|
|
||||||
Total Other Comprehensive (Loss) Income
|
(88,656
|
)
|
|
(91,737
|
)
|
|
(17,882
|
)
|
|
(93,150
|
)
|
|
201,545
|
|
|
(89,880
|
)
|
||||||
Comprehensive Income (Loss)
|
28,880
|
|
|
142,919
|
|
|
1,908
|
|
|
(137,262
|
)
|
|
(7,062
|
)
|
|
29,383
|
|
||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests
|
—
|
|
|
—
|
|
|
—
|
|
|
503
|
|
|
—
|
|
|
503
|
|
||||||
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated
|
$
|
28,880
|
|
|
$
|
142,919
|
|
|
$
|
1,908
|
|
|
$
|
(137,765
|
)
|
|
$
|
(7,062
|
)
|
|
$
|
28,880
|
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company |
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities
|
$
|
(154,848
|
)
|
|
$
|
291,455
|
|
|
$
|
43,186
|
|
|
$
|
122,059
|
|
|
$
|
—
|
|
|
$
|
301,852
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
—
|
|
|
(171,331
|
)
|
|
(4,800
|
)
|
|
(101,255
|
)
|
|
—
|
|
|
(277,386
|
)
|
||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
1,117
|
|
|
—
|
|
|
(47,483
|
)
|
|
—
|
|
|
(46,366
|
)
|
||||||
Intercompany loans to subsidiaries
|
541,044
|
|
|
768,486
|
|
|
—
|
|
|
—
|
|
|
(1,309,530
|
)
|
|
—
|
|
||||||
Investment in subsidiaries
|
(19,508
|
)
|
|
(19,508
|
)
|
|
—
|
|
|
—
|
|
|
39,016
|
|
|
—
|
|
||||||
Additions to customer relationship and acquisition costs
|
—
|
|
|
(20,607
|
)
|
|
(767
|
)
|
|
(4,473
|
)
|
|
—
|
|
|
(25,847
|
)
|
||||||
Proceeds from sales of property and equipment and other, net (including real estate)
|
—
|
|
|
2,406
|
|
|
64
|
|
|
15,837
|
|
|
—
|
|
|
18,307
|
|
||||||
Cash Flows from Investing Activities
|
521,536
|
|
|
560,563
|
|
|
(5,503
|
)
|
|
(137,374
|
)
|
|
(1,270,514
|
)
|
|
(331,292
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repayment of revolving credit and term loan facilities and other debt
|
—
|
|
|
(7,571,268
|
)
|
|
(518,520
|
)
|
|
(135,775
|
)
|
|
—
|
|
|
(8,225,563
|
)
|
||||||
Proceeds from revolving credit and term loan facilities and other debt
|
—
|
|
|
7,391,058
|
|
|
480,387
|
|
|
190,302
|
|
|
—
|
|
|
8,061,747
|
|
||||||
Early retirement of senior subordinated notes
|
(247,275
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(247,275
|
)
|
||||||
Net proceeds from sales of senior notes
|
—
|
|
|
—
|
|
|
—
|
|
|
642,417
|
|
|
—
|
|
|
642,417
|
|
||||||
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net
|
—
|
|
|
5,716
|
|
|
—
|
|
|
(20,431
|
)
|
|
—
|
|
|
(14,715
|
)
|
||||||
Intercompany loans from parent
|
—
|
|
|
(653,034
|
)
|
|
3,571
|
|
|
(660,067
|
)
|
|
1,309,530
|
|
|
—
|
|
||||||
Equity contribution from parent
|
—
|
|
|
19,508
|
|
|
—
|
|
|
19,508
|
|
|
(39,016
|
)
|
|
—
|
|
||||||
Parent cash dividends
|
(157,018
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157,018
|
)
|
||||||
Proceeds from exercise of stock options and employee stock purchase plan
|
37,356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,356
|
|
||||||
Excess tax benefit (deficiency) from stock-based compensation
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||||
Payment of debt financing and stock issuance costs
|
(1,034
|
)
|
|
(499
|
)
|
|
(12
|
)
|
|
(611
|
)
|
|
—
|
|
|
(2,156
|
)
|
||||||
Cash Flows from Financing Activities
|
(367,931
|
)
|
|
(808,519
|
)
|
|
(34,574
|
)
|
|
35,343
|
|
|
1,270,514
|
|
|
94,833
|
|
||||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
(895
|
)
|
|
399
|
|
|
(1,435
|
)
|
|
—
|
|
|
(1,931
|
)
|
||||||
(Decrease) Increase in cash and cash equivalents
|
(1,243
|
)
|
|
42,604
|
|
|
3,508
|
|
|
18,593
|
|
|
—
|
|
|
63,462
|
|
||||||
Cash and cash equivalents, beginning of period
|
1,243
|
|
|
10,366
|
|
|
1,094
|
|
|
107,823
|
|
|
—
|
|
|
120,526
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
—
|
|
|
$
|
52,970
|
|
|
$
|
4,602
|
|
|
$
|
126,416
|
|
|
$
|
—
|
|
|
$
|
183,988
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Canada
Company |
|
Non-
Guarantors |
|
Eliminations
|
|
Consolidated
|
||||||||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash Flows from Operating Activities
|
$
|
(130,151
|
)
|
|
$
|
365,002
|
|
|
$
|
27,249
|
|
|
$
|
57,995
|
|
|
$
|
—
|
|
|
$
|
320,095
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
—
|
|
|
(128,461
|
)
|
|
(11,341
|
)
|
|
(62,779
|
)
|
|
—
|
|
|
(202,581
|
)
|
||||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(9,871
|
)
|
|
(5,260
|
)
|
|
(12,844
|
)
|
|
—
|
|
|
(27,975
|
)
|
||||||
Intercompany loans to subsidiaries
|
(290,254
|
)
|
|
136,995
|
|
|
—
|
|
|
—
|
|
|
153,259
|
|
|
—
|
|
||||||
Investment in subsidiaries
|
(16,000
|
)
|
|
(16,000
|
)
|
|
—
|
|
|
—
|
|
|
32,000
|
|
|
—
|
|
||||||
Decrease in restricted cash
|
33,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,860
|
|
||||||
Additions to customer relationship and acquisition costs
|
—
|
|
|
(26,920
|
)
|
|
(677
|
)
|
|
(7,566
|
)
|
|
—
|
|
|
(35,163
|
)
|
||||||
Proceeds from sales of property and equipment and other, net (including real estate)
|
—
|
|
|
475
|
|
|
32
|
|
|
1,525
|
|
|
—
|
|
|
2,032
|
|
||||||
Cash Flows from Investing Activities
|
(272,394
|
)
|
|
(43,782
|
)
|
|
(17,246
|
)
|
|
(81,664
|
)
|
|
185,259
|
|
|
(229,827
|
)
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repayment of revolving credit and term loan facilities and other debt
|
—
|
|
|
(6,732,070
|
)
|
|
(510,109
|
)
|
|
(1,297,398
|
)
|
|
—
|
|
|
(8,539,577
|
)
|
||||||
Proceeds from revolving credit and term loan facilities and other debt
|
—
|
|
|
6,169,400
|
|
|
507,741
|
|
|
1,465,302
|
|
|
—
|
|
|
8,142,443
|
|
||||||
Net proceeds from sales of senior notes
|
985,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
985,000
|
|
||||||
Debt (repayment to) financing and equity (distribution to) contribution from noncontrolling interests, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,260
|
)
|
|
—
|
|
|
(1,260
|
)
|
||||||
Intercompany loans from parent
|
—
|
|
|
298,690
|
|
|
(636
|
)
|
|
(144,795
|
)
|
|
(153,259
|
)
|
|
—
|
|
||||||
Equity contribution from parent
|
—
|
|
|
16,000
|
|
|
—
|
|
|
16,000
|
|
|
(32,000
|
)
|
|
—
|
|
||||||
Parent cash dividends
|
(303,712
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303,712
|
)
|
||||||
Proceeds from exercise of stock options and employee stock purchase plan
|
13,988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,988
|
|
||||||
Excess tax benefit (deficiency) from stock-based compensation
|
323
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
323
|
|
||||||
Payment of debt financing and stock issuance costs
|
(29
|
)
|
|
(10,661
|
)
|
|
—
|
|
|
(975
|
)
|
|
—
|
|
|
(11,665
|
)
|
||||||
Cash Flows from Financing Activities
|
695,570
|
|
|
(258,641
|
)
|
|
(3,004
|
)
|
|
36,874
|
|
|
(185,259
|
)
|
|
285,540
|
|
||||||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
(67
|
)
|
|
(802
|
)
|
|
(7,973
|
)
|
|
—
|
|
|
(8,842
|
)
|
||||||
Increase (Decrease) in cash and cash equivalents
|
293,025
|
|
|
62,512
|
|
|
6,197
|
|
|
5,232
|
|
|
—
|
|
|
366,966
|
|
||||||
Cash and cash equivalents, beginning of period
|
2,399
|
|
|
4,713
|
|
|
4,979
|
|
|
113,842
|
|
|
—
|
|
|
125,933
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
295,424
|
|
|
$
|
67,225
|
|
|
$
|
11,176
|
|
|
$
|
119,074
|
|
|
$
|
—
|
|
|
$
|
492,899
|
|
•
|
North American Records and Information Management Business—storage and information management services throughout the United States and Canada, including the storage of paper documents, as well as other media such as microfilm and microfiche, master audio and videotapes, film, X‑rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers (“Records Management”); information destruction services (“Destruction”); DMS; Fulfillment Services; and Intellectual Property Management.
|
•
|
North American Data Management Business—storage and rotation of backup computer media as part of corporate disaster recovery plans throughout the United States and Canada, including service and courier operations (“Data Protection & Recovery”); server and computer backup services; digital content repository systems to house, distribute, and archive key media assets; and storage, safeguarding and electronic or physical delivery of physical media of all types, primarily for entertainment and media industry clients.
|
•
|
Western European Business—Records Management, Data Protection & Recovery and DMS throughout the United Kingdom, Ireland, Norway, Austria, Belgium, France, Germany, Netherlands, Spain and Switzerland. Until December 2014, our Western European Business segment offered Destruction in the United Kingdom and Ireland.
|
•
|
Other International Business—storage and information management services throughout the remaining European countries in which we operate, Latin America and Asia Pacific, including Records Management, Data Protection & Recovery and DMS. Our European operations included within the Other International Business segment provide Records Management, Data Protection & Recovery and DMS. Our Latin America operations provide Records Management, Data Protection & Recovery, Destruction and DMS throughout Argentina, Brazil, Chile, Colombia, Mexico and Peru. Our Asia Pacific operations provide Records Management, Data Protection & Recovery and DMS throughout Australia, with Records Management and Data Protection & Recovery also provided in certain cities in India, Singapore, Hong Kong‑SAR and China. Until December 2014, our Other International Business segment offered Destruction in Australia.
|
•
|
Corporate and Other Business—consists of our data center business in the United States, the primary product offering of our Adjacent Businesses segment (which was formerly referred to as our Emerging Business segment), as well as costs related to executive and staff functions, including finance, human resources and information technology, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. Our Corporate and Other Business segment also includes stock‑based employee compensation expense associated with all Employee Stock‑Based Awards.
|
|
|
North American
Records and Information Management Business |
|
North American
Data Management Business |
|
Western European Business
|
|
Other International Business
|
|
Corporate
and Other
Business
|
|
Total
Consolidated |
||||||||||||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenues
|
|
$
|
450,279
|
|
|
$
|
96,735
|
|
|
$
|
115,218
|
|
|
$
|
116,947
|
|
|
$
|
3,518
|
|
|
$
|
782,697
|
|
Depreciation and Amortization
|
|
47,686
|
|
|
2,377
|
|
|
13,750
|
|
|
16,724
|
|
|
8,657
|
|
|
89,194
|
|
||||||
Depreciation
|
|
42,958
|
|
|
2,281
|
|
|
11,659
|
|
|
11,249
|
|
|
8,612
|
|
|
76,759
|
|
||||||
Amortization
|
|
4,728
|
|
|
96
|
|
|
2,091
|
|
|
5,475
|
|
|
45
|
|
|
12,435
|
|
||||||
Adjusted OIBDA
|
|
179,590
|
|
|
54,799
|
|
|
35,923
|
|
|
18,867
|
|
|
(53,788
|
)
|
|
235,391
|
|
||||||
Expenditures for Segment Assets
|
|
47,047
|
|
|
2,727
|
|
|
10,477
|
|
|
23,730
|
|
|
13,297
|
|
|
97,278
|
|
||||||
Capital Expenditures
|
|
41,854
|
|
|
2,727
|
|
|
8,632
|
|
|
23,609
|
|
|
11,819
|
|
|
88,641
|
|
||||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Additions to Customer Relationship and Acquisition Costs
|
|
5,193
|
|
|
—
|
|
|
1,845
|
|
|
121
|
|
|
1,478
|
|
|
8,637
|
|
||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenues
|
|
441,237
|
|
|
97,385
|
|
|
100,938
|
|
|
101,392
|
|
|
5,577
|
|
|
746,529
|
|
||||||
Depreciation and Amortization
|
|
45,985
|
|
|
5,389
|
|
|
11,287
|
|
|
14,238
|
|
|
9,593
|
|
|
86,492
|
|
||||||
Depreciation
|
|
41,034
|
|
|
5,142
|
|
|
9,792
|
|
|
9,830
|
|
|
9,684
|
|
|
75,482
|
|
||||||
Amortization
|
|
4,951
|
|
|
247
|
|
|
1,495
|
|
|
4,408
|
|
|
(91
|
)
|
|
11,010
|
|
||||||
Adjusted OIBDA
|
|
175,331
|
|
|
50,268
|
|
|
31,511
|
|
|
20,545
|
|
|
(49,820
|
)
|
|
227,835
|
|
||||||
Expenditures for Segment Assets
|
|
42,670
|
|
|
1,891
|
|
|
7,138
|
|
|
17,809
|
|
|
10,934
|
|
|
80,442
|
|
||||||
Capital Expenditures
|
|
32,026
|
|
|
1,891
|
|
|
3,417
|
|
|
14,957
|
|
|
10,934
|
|
|
63,225
|
|
||||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
3,986
|
|
|
—
|
|
|
—
|
|
|
2,275
|
|
|
—
|
|
|
6,261
|
|
||||||
Additions to Customer Relationship and Acquisition Costs
|
|
6,658
|
|
|
—
|
|
|
3,721
|
|
|
577
|
|
|
—
|
|
|
10,956
|
|
||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenues
|
|
1,348,682
|
|
|
291,010
|
|
|
350,746
|
|
|
339,439
|
|
|
9,838
|
|
|
2,339,715
|
|
||||||
Depreciation and Amortization
|
|
135,999
|
|
|
12,345
|
|
|
42,511
|
|
|
48,521
|
|
|
25,192
|
|
|
264,568
|
|
||||||
Depreciation
|
|
121,923
|
|
|
12,122
|
|
|
35,731
|
|
|
32,997
|
|
|
25,103
|
|
|
227,876
|
|
||||||
Amortization
|
|
14,076
|
|
|
223
|
|
|
6,780
|
|
|
15,524
|
|
|
89
|
|
|
36,692
|
|
||||||
Adjusted OIBDA
|
|
524,226
|
|
|
168,887
|
|
|
104,881
|
|
|
64,376
|
|
|
(156,606
|
)
|
|
705,764
|
|
||||||
Total Assets (1)
|
|
3,627,490
|
|
|
662,175
|
|
|
1,045,687
|
|
|
995,236
|
|
|
305,751
|
|
|
6,636,339
|
|
||||||
Expenditures for Segment Assets
|
|
137,761
|
|
|
13,047
|
|
|
30,521
|
|
|
118,503
|
|
|
49,767
|
|
|
349,599
|
|
||||||
Capital Expenditures
|
|
119,093
|
|
|
12,936
|
|
|
27,278
|
|
|
69,790
|
|
|
48,289
|
|
|
277,386
|
|
||||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
(1,077
|
)
|
|
(40
|
)
|
|
296
|
|
|
47,187
|
|
|
—
|
|
|
46,366
|
|
||||||
Additions to Customer Relationship and Acquisition Costs
|
|
19,745
|
|
|
151
|
|
|
2,947
|
|
|
1,526
|
|
|
1,478
|
|
|
25,847
|
|
||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenues
|
|
1,332,811
|
|
|
294,220
|
|
|
301,910
|
|
|
311,805
|
|
|
14,803
|
|
|
2,255,549
|
|
||||||
Depreciation and Amortization
|
|
137,581
|
|
|
16,231
|
|
|
34,498
|
|
|
43,077
|
|
|
28,605
|
|
|
259,992
|
|
||||||
Depreciation
|
|
122,705
|
|
|
15,726
|
|
|
30,066
|
|
|
29,446
|
|
|
28,554
|
|
|
226,497
|
|
||||||
Amortization
|
|
14,876
|
|
|
505
|
|
|
4,432
|
|
|
13,631
|
|
|
51
|
|
|
33,495
|
|
||||||
Adjusted OIBDA
|
|
533,598
|
|
|
152,178
|
|
|
88,859
|
|
|
61,430
|
|
|
(153,784
|
)
|
|
682,281
|
|
||||||
Total Assets (1)
|
|
3,610,618
|
|
|
645,832
|
|
|
923,358
|
|
|
845,341
|
|
|
644,673
|
|
|
6,669,822
|
|
||||||
Expenditures for Segment Assets
|
|
129,512
|
|
|
15,879
|
|
|
19,676
|
|
|
61,111
|
|
|
39,541
|
|
|
265,719
|
|
||||||
Capital Expenditures
|
|
96,135
|
|
|
8,837
|
|
|
11,967
|
|
|
48,500
|
|
|
37,142
|
|
|
202,581
|
|
||||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
12,764
|
|
|
(21
|
)
|
|
2,510
|
|
|
10,323
|
|
|
2,399
|
|
|
27,975
|
|
||||||
Additions to Customer Relationship and Acquisition Costs
|
|
20,613
|
|
|
7,063
|
|
|
5,199
|
|
|
2,288
|
|
|
—
|
|
|
35,163
|
|
(1)
|
Excludes all intercompany receivables or payables and investment in subsidiary balances.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Adjusted OIBDA
|
$
|
235,391
|
|
|
$
|
227,835
|
|
|
$
|
705,764
|
|
|
$
|
682,281
|
|
Less: Depreciation and Amortization
|
89,194
|
|
|
86,492
|
|
|
264,568
|
|
|
259,992
|
|
||||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
184
|
|
|
(141
|
)
|
|
1,229
|
|
|
707
|
|
||||
Recall Costs(1)
|
—
|
|
|
14,662
|
|
|
—
|
|
|
20,324
|
|
||||
REIT Costs(2)
|
4,537
|
|
|
—
|
|
|
18,585
|
|
|
—
|
|
||||
Interest Expense, Net
|
63,220
|
|
|
65,135
|
|
|
187,733
|
|
|
196,120
|
|
||||
Other Expense (Income), Net
|
22,508
|
|
|
35,246
|
|
|
22,987
|
|
|
59,599
|
|
||||
Income (Loss) from Continuing Operations before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
$
|
55,748
|
|
|
$
|
26,441
|
|
|
$
|
210,662
|
|
|
$
|
145,539
|
|
(1)
|
Includes costs associated with our proposed acquisition of Recall, including costs to complete the acquisition (including advisory and professional fees) as well as costs incurred once we close the Recall Transaction to integrate Recall with our existing operations (including moving, severance, facility upgrade, REIT conversion and system upgrade costs) ("Recall Costs").
|
(2)
|
Includes costs associated with our conversion to a REIT, excluding REIT compliance costs beginning January 1, 2014 which we expect to recur in future periods ("REIT Costs").
|
Declaration Date
|
|
Dividend
Per Share |
|
Record Date
|
|
Total
Amount |
|
Payment Date
|
||||
March 14, 2014
|
|
$
|
0.2700
|
|
|
March 25, 2014
|
|
$
|
51,812
|
|
|
April 15, 2014
|
May 28, 2014
|
|
0.2700
|
|
|
June 25, 2014
|
|
52,033
|
|
|
July 15, 2014
|
||
September 15, 2014
|
|
0.4750
|
|
|
September 25, 2014
|
|
91,993
|
|
|
October 15, 2014
|
||
September 15, 2014 (1)
|
|
3.6144
|
|
|
September 30, 2014
|
|
700,000
|
|
|
November 4, 2014
|
||
November 17, 2014 (2)
|
|
0.2550
|
|
|
November 28, 2014
|
|
53,450
|
|
|
December 15, 2014
|
||
November 17, 2014
|
|
0.4750
|
|
|
December 5, 2014
|
|
99,617
|
|
|
December 22, 2014
|
||
February 19, 2015
|
|
0.4750
|
|
|
March 6, 2015
|
|
99,795
|
|
|
March 20, 2015
|
||
May 28, 2015
|
|
0.4750
|
|
|
June 12, 2015
|
|
100,119
|
|
|
June 26, 2015
|
||
August 27, 2015
|
|
0.4750
|
|
|
September 11, 2015
|
|
100,213
|
|
|
September 30, 2015
|
•
|
our ability to remain qualified for taxation as a real estate investment trust ("REIT");
|
•
|
the adoption of alternative technologies and shifts by our customers to storage of data through non-paper based technologies;
|
•
|
changes in customer preferences and demand for our storage and information management services;
|
•
|
the cost to comply with current and future laws, regulations and customer demands relating to privacy issues;
|
•
|
the impact of litigation or disputes that may arise in connection with incidents in which we fail to protect our customers' information;
|
•
|
changes in the price for our storage and information management services relative to the cost of providing such storage and information management services;
|
•
|
changes in the political and economic environments in the countries in which our international subsidiaries operate;
|
•
|
our ability or inability to complete acquisitions on satisfactory terms and to integrate acquired companies efficiently;
|
•
|
changes in the amount of our capital expenditures;
|
•
|
changes in the cost of our debt;
|
•
|
the impact of alternative, more attractive investments on dividends;
|
•
|
the cost or potential liabilities associated with real estate necessary for our business;
|
•
|
the performance of business partners upon whom we depend for technical assistance or management expertise outside the United States; and
|
•
|
other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated.
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Operating Income
|
$
|
141,476
|
|
|
$
|
126,822
|
|
|
$
|
421,382
|
|
|
$
|
401,258
|
|
Add: Depreciation and Amortization
|
89,194
|
|
|
86,492
|
|
|
264,568
|
|
|
259,992
|
|
||||
Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
184
|
|
|
(141
|
)
|
|
1,229
|
|
|
707
|
|
||||
Recall Costs(1)
|
—
|
|
|
14,662
|
|
|
—
|
|
|
20,324
|
|
||||
REIT Costs(2)
|
4,537
|
|
|
—
|
|
|
18,585
|
|
|
—
|
|
||||
Adjusted OIBDA
|
$
|
235,391
|
|
|
$
|
227,835
|
|
|
$
|
705,764
|
|
|
$
|
682,281
|
|
(1)
|
Includes costs associated with our proposed acquisition of Recall, including costs to complete the acquisition (including advisory and professional fees) as well as costs incurred once we close the Recall Transaction to integrate Recall with our existing operations (including moving, severance, facility upgrade, REIT conversion and system upgrade costs) ("Recall Costs").
|
(2)
|
Includes costs associated with our conversion to a REIT, excluding REIT compliance costs beginning January 1, 2014 which we expect to recur in future periods ("REIT Costs").
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Reported EPS—Fully Diluted from Continuing Operations
|
$
|
—
|
|
|
$
|
0.11
|
|
|
$
|
1.63
|
|
|
$
|
0.56
|
|
Add: Loss on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
||||
Other Expense, Net
|
0.12
|
|
|
0.17
|
|
|
0.12
|
|
|
0.28
|
|
||||
Recall Costs
|
—
|
|
|
0.07
|
|
|
—
|
|
|
0.10
|
|
||||
REIT Costs
|
0.02
|
|
|
—
|
|
|
0.10
|
|
|
—
|
|
||||
Tax Impact of Reconciling Items and Discrete Tax Items(1)
|
0.21
|
|
|
(0.04
|
)
|
|
(0.72
|
)
|
|
(0.05
|
)
|
||||
Adjusted EPS—Fully Diluted from Continuing Operations
|
$
|
0.35
|
|
|
$
|
0.31
|
|
|
$
|
1.10
|
|
|
$
|
0.89
|
|
(1)
|
The Adjusted EPS for the three and nine months ended
September 30, 2014
reflects an estimated annual effective tax rate of approximately 16.3%. The Adjusted EPS for the three and nine months ended
September 30, 2015
reflects an estimated annual effective tax rate of approximately 16.5%.
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
66
|
|
|
$
|
23,110
|
|
|
$
|
313,370
|
|
|
$
|
117,536
|
|
Add: Real Estate Depreciation(1)
|
45,416
|
|
|
44,896
|
|
|
137,742
|
|
|
134,454
|
|
||||
Gain on Sale of Real Estate, Net of Tax
|
—
|
|
|
(850
|
)
|
|
(7,468
|
)
|
|
(850
|
)
|
||||
FFO (NAREIT)
|
45,482
|
|
|
67,156
|
|
|
443,644
|
|
|
251,140
|
|
||||
Add: Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net
|
184
|
|
|
(141
|
)
|
|
1,229
|
|
|
707
|
|
||||
Other Expense (Income), Net(2)
|
22,508
|
|
|
35,246
|
|
|
22,987
|
|
|
59,599
|
|
||||
Deferred Income Taxes and REIT Tax Adjustments(3)
|
37,780
|
|
|
(685
|
)
|
|
(148,109
|
)
|
|
(7,175
|
)
|
||||
Loss from Discontinued Operations, Net of Tax
|
—
|
|
|
—
|
|
|
938
|
|
|
—
|
|
||||
Recall Costs
|
—
|
|
|
14,662
|
|
|
—
|
|
|
20,324
|
|
||||
REIT Costs
|
4,537
|
|
|
—
|
|
|
18,585
|
|
|
—
|
|
||||
FFO (Normalized)
|
$
|
110,491
|
|
|
$
|
116,238
|
|
|
$
|
339,274
|
|
|
$
|
324,595
|
|
(1)
|
Includes depreciation expense related to real estate assets (land improvements, buildings, building improvements and racking).
|
(2)
|
Includes foreign currency transaction gains and losses, net of $32.5 million and $56.5 million in the three and nine months ended September 30, 2015, respectively, and $23.5 million and $25.6 million in the three and nine months ended September 30, 2014, respectively.
|
(3)
|
REIT Tax Adjustments primarily include the impact of the repatriation of foreign earnings and accounting method changes related to the REIT conversion (including the impact of amended tax returns).
|
•
|
Revenue Recognition
|
•
|
Accounting for Acquisitions
|
•
|
Impairment of Tangible and Intangible Assets
|
•
|
Income Taxes
|
|
Average Exchange
Rates for the
Three Months
Ended
September 30,
|
|
|
|||||||
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
|||||||||
|
2014
|
|
2015
|
|
||||||
Australian dollar
|
$
|
0.925
|
|
|
$
|
0.726
|
|
|
(21.5
|
)%
|
Brazilian real
|
$
|
0.440
|
|
|
$
|
0.284
|
|
|
(35.5
|
)%
|
British pound sterling
|
$
|
1.670
|
|
|
$
|
1.549
|
|
|
(7.2
|
)%
|
Canadian dollar
|
$
|
0.919
|
|
|
$
|
0.765
|
|
|
(16.8
|
)%
|
Euro
|
$
|
1.325
|
|
|
$
|
1.113
|
|
|
(16.0
|
)%
|
|
Average Exchange
Rates for the
Nine Months
Ended
September 30,
|
|
|
|||||||
|
Percentage
Strengthening /
(Weakening) of
Foreign Currency
|
|||||||||
|
2014
|
|
2015
|
|
||||||
Australian dollar
|
$
|
0.918
|
|
|
$
|
0.763
|
|
|
(16.9
|
)%
|
Brazilian real
|
$
|
0.437
|
|
|
$
|
0.320
|
|
|
(26.8
|
)%
|
British pound sterling
|
$
|
1.669
|
|
|
$
|
1.532
|
|
|
(8.2
|
)%
|
Canadian dollar
|
$
|
0.914
|
|
|
$
|
0.795
|
|
|
(13.0
|
)%
|
Euro
|
$
|
1.356
|
|
|
$
|
1.115
|
|
|
(17.8
|
)%
|
|
Three Months Ended
September 30,
|
|
|
|
|
|||||||||
|
|
Dollar
Change
|
|
Percentage
Change
|
||||||||||
|
2014
|
|
2015
|
|
|
|||||||||
Revenues
|
$
|
782,697
|
|
|
$
|
746,529
|
|
|
$
|
(36,168
|
)
|
|
(4.6
|
)%
|
Operating Expenses
|
641,221
|
|
|
619,707
|
|
|
(21,514
|
)
|
|
(3.4
|
)%
|
|||
Operating Income
|
141,476
|
|
|
126,822
|
|
|
(14,654
|
)
|
|
(10.4
|
)%
|
|||
Other Expenses, Net
|
140,618
|
|
|
103,305
|
|
|
(37,313
|
)
|
|
(26.5
|
)%
|
|||
Income from Continuing Operations
|
858
|
|
|
23,517
|
|
|
22,659
|
|
|
2,640.9
|
%
|
|||
Loss from Discontinued Operations, Net of Tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Net Income
|
858
|
|
|
23,517
|
|
|
22,659
|
|
|
2,640.9
|
%
|
|||
Net Income Attributable to Noncontrolling Interests
|
792
|
|
|
407
|
|
|
(385
|
)
|
|
(48.6
|
)%
|
|||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
66
|
|
|
$
|
23,110
|
|
|
$
|
23,044
|
|
|
34,915.2
|
%
|
Adjusted OIBDA(1)
|
$
|
235,391
|
|
|
$
|
227,835
|
|
|
$
|
(7,556
|
)
|
|
(3.2
|
)%
|
Adjusted OIBDA Margin(1)
|
30.1
|
%
|
|
30.5
|
%
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
|||||||||
|
|
Dollar
Change
|
|
Percentage
Change
|
||||||||||
|
2014
|
|
2015
|
|
|
|||||||||
Revenues
|
$
|
2,339,715
|
|
|
$
|
2,255,549
|
|
|
$
|
(84,166
|
)
|
|
(3.6
|
)%
|
Operating Expenses
|
1,918,333
|
|
|
1,854,291
|
|
|
(64,042
|
)
|
|
(3.3
|
)%
|
|||
Operating Income
|
421,382
|
|
|
401,258
|
|
|
(20,124
|
)
|
|
(4.8
|
)%
|
|||
Other Expenses, Net
|
105,101
|
|
|
281,995
|
|
|
176,894
|
|
|
168.3
|
%
|
|||
Income from Continuing Operations
|
316,281
|
|
|
119,263
|
|
|
(197,018
|
)
|
|
(62.3
|
)%
|
|||
Loss from Discontinued Operations, Net of Tax
|
(938
|
)
|
|
—
|
|
|
938
|
|
|
100.0
|
%
|
|||
Net Income
|
315,343
|
|
|
119,263
|
|
|
(196,080
|
)
|
|
(62.2
|
)%
|
|||
Net Income Attributable to Noncontrolling Interests
|
1,973
|
|
|
1,727
|
|
|
(246
|
)
|
|
(12.5
|
)%
|
|||
Net Income Attributable to Iron Mountain Incorporated
|
$
|
313,370
|
|
|
$
|
117,536
|
|
|
$
|
(195,834
|
)
|
|
(62.5
|
)%
|
Adjusted OIBDA(1)
|
$
|
705,764
|
|
|
$
|
682,281
|
|
|
$
|
(23,483
|
)
|
|
(3.3
|
)%
|
Adjusted OIBDA Margin(1)
|
30.2
|
%
|
|
30.2
|
%
|
|
|
|
|
(1)
|
See "Non-GAAP Measures—Adjusted OIBDA" in this Quarterly Report for the definition, reconciliation and a discussion of why we believe these measures provide relevant and useful information to our current and potential investors.
|
|
Three Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency(1)
|
|
Internal
Growth(2)
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
469,064
|
|
|
$
|
460,052
|
|
|
$
|
(9,012
|
)
|
|
(1.9
|
)%
|
|
4.1
|
%
|
|
2.8
|
%
|
Service
|
313,633
|
|
|
286,477
|
|
|
(27,156
|
)
|
|
(8.7
|
)%
|
|
(1.6
|
)%
|
|
(0.9
|
)%
|
|||
Total Revenues
|
$
|
782,697
|
|
|
$
|
746,529
|
|
|
$
|
(36,168
|
)
|
|
(4.6
|
)%
|
|
1.8
|
%
|
|
1.3
|
%
|
|
Nine Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency(1)
|
|
Internal
Growth(2)
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
1,394,842
|
|
|
$
|
1,380,133
|
|
|
$
|
(14,709
|
)
|
|
(1.1
|
)%
|
|
4.3
|
%
|
|
2.8
|
%
|
Service
|
944,873
|
|
|
875,416
|
|
|
(69,457
|
)
|
|
(7.4
|
)%
|
|
(1.2
|
)%
|
|
(0.6
|
)%
|
|||
Total Revenues
|
$
|
2,339,715
|
|
|
$
|
2,255,549
|
|
|
$
|
(84,166
|
)
|
|
(3.6
|
)%
|
|
2.1
|
%
|
|
1.5
|
%
|
(1)
|
Constant currency growth rates are calculated by translating the 2014 results at the 2015 average exchange rates.
|
(2)
|
Our revenue internal growth rate represents the weighted average year-over-year growth rate of our revenues after removing the effects of acquisitions, divestitures and foreign currency exchange rate fluctuations. We calculate revenue internal growth in local currency for our international operations.
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||||||||
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
||||||||
Storage Rental Revenue
|
1.3
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
|
2.2
|
%
|
|
3.5
|
%
|
|
3.0
|
%
|
|
2.7
|
%
|
|
2.8
|
%
|
Service Revenue
|
(4.4
|
)%
|
|
(0.7
|
)%
|
|
(1.9
|
)%
|
|
(2.7
|
)%
|
|
2.3
|
%
|
|
(1.0
|
)%
|
|
—
|
%
|
|
(0.9
|
)%
|
Total Revenue
|
(1.1
|
)%
|
|
0.5
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|
3.0
|
%
|
|
1.4
|
%
|
|
1.6
|
%
|
|
1.3
|
%
|
|
Three Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
||||||||||||||||||
|
2014
|
|
2015
|
|
|
|
|
2014
|
|
2015
|
|
|||||||||||||||
Labor
|
$
|
166,133
|
|
|
$
|
158,905
|
|
|
$
|
(7,228
|
)
|
|
(4.4
|
)%
|
|
4.0
|
%
|
|
21.2
|
%
|
|
21.3
|
%
|
|
0.1
|
%
|
Facilities
|
107,966
|
|
|
105,024
|
|
|
(2,942
|
)
|
|
(2.7
|
)%
|
|
4.3
|
%
|
|
13.8
|
%
|
|
14.1
|
%
|
|
0.3
|
%
|
|||
Transportation
|
30,506
|
|
|
24,958
|
|
|
(5,548
|
)
|
|
(18.2
|
)%
|
|
(12.9
|
)%
|
|
3.9
|
%
|
|
3.3
|
%
|
|
(0.6
|
)%
|
|||
Product Cost of Sales and Other
|
30,901
|
|
|
28,776
|
|
|
(2,125
|
)
|
|
(6.9
|
)%
|
|
2.1
|
%
|
|
3.9
|
%
|
|
3.9
|
%
|
|
—
|
%
|
|||
|
$
|
335,506
|
|
|
$
|
317,663
|
|
|
$
|
(17,843
|
)
|
|
(5.3
|
)%
|
|
2.4
|
%
|
|
42.9
|
%
|
|
42.6
|
%
|
|
(0.3
|
)%
|
|
Nine Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
||||||||||||||||||
|
2014
|
|
2015
|
|
|
|
|
2014
|
|
2015
|
|
|||||||||||||||
Labor
|
$
|
501,025
|
|
|
$
|
484,389
|
|
|
$
|
(16,636
|
)
|
|
(3.3
|
)%
|
|
3.8
|
%
|
|
21.4
|
%
|
|
21.5
|
%
|
|
0.1
|
%
|
Facilities
|
330,227
|
|
|
319,833
|
|
|
(10,394
|
)
|
|
(3.1
|
)%
|
|
2.8
|
%
|
|
14.1
|
%
|
|
14.2
|
%
|
|
0.1
|
%
|
|||
Transportation
|
89,338
|
|
|
75,310
|
|
|
(14,028
|
)
|
|
(15.7
|
)%
|
|
(11.0
|
)%
|
|
3.8
|
%
|
|
3.3
|
%
|
|
(0.5
|
)%
|
|||
Product Cost of Sales and Other
|
87,022
|
|
|
86,068
|
|
|
(954
|
)
|
|
(1.1
|
)%
|
|
7.6
|
%
|
|
3.7
|
%
|
|
3.8
|
%
|
|
0.1
|
%
|
|||
|
$
|
1,007,612
|
|
|
$
|
965,600
|
|
|
$
|
(42,012
|
)
|
|
(4.2
|
)%
|
|
2.5
|
%
|
|
43.1
|
%
|
|
42.8
|
%
|
|
(0.3
|
)%
|
|
Three Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
||||||||||||||||||
|
2014
|
|
2015
|
|
|
|
|
2014
|
|
2015
|
|
|||||||||||||||
General and Administrative
|
$
|
132,335
|
|
|
$
|
130,957
|
|
|
$
|
(1,378
|
)
|
|
(1.0
|
)%
|
|
4.9
|
%
|
|
16.9
|
%
|
|
17.5
|
%
|
|
0.6
|
%
|
Sales, Marketing & Account Management
|
53,239
|
|
|
54,079
|
|
|
840
|
|
|
1.6
|
%
|
|
7.4
|
%
|
|
6.8
|
%
|
|
7.2
|
%
|
|
0.4
|
%
|
|||
Information Technology
|
25,579
|
|
|
25,433
|
|
|
(146
|
)
|
|
(0.6
|
)%
|
|
4.7
|
%
|
|
3.3
|
%
|
|
3.4
|
%
|
|
0.1
|
%
|
|||
Bad Debt Expense
|
5,184
|
|
|
5,224
|
|
|
40
|
|
|
0.8
|
%
|
|
1.6
|
%
|
|
0.7
|
%
|
|
0.7
|
%
|
|
—
|
%
|
|||
|
$
|
216,337
|
|
|
$
|
215,693
|
|
|
$
|
(644
|
)
|
|
(0.3
|
)%
|
|
5.4
|
%
|
|
27.6
|
%
|
|
28.9
|
%
|
|
1.3
|
%
|
|
Nine Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
% of
Consolidated
Revenues
|
|
Percentage
Change
(Favorable)/
Unfavorable
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
|
||||||||||||||||||
|
2014
|
|
2015
|
|
|
|
|
2014
|
|
2015
|
|
|||||||||||||||
General and Administrative
|
$
|
394,468
|
|
|
$
|
375,893
|
|
|
$
|
(18,575
|
)
|
|
(4.7
|
)%
|
|
0.4
|
%
|
|
16.9
|
%
|
|
16.7
|
%
|
|
(0.2
|
)%
|
Sales, Marketing & Account Management
|
159,390
|
|
|
160,959
|
|
|
1,569
|
|
|
1.0
|
%
|
|
6.1
|
%
|
|
6.8
|
%
|
|
7.1
|
%
|
|
0.3
|
%
|
|||
Information Technology
|
76,408
|
|
|
75,493
|
|
|
(915
|
)
|
|
(1.2
|
)%
|
|
3.5
|
%
|
|
3.3
|
%
|
|
3.3
|
%
|
|
—
|
%
|
|||
Bad Debt Expense
|
14,658
|
|
|
15,647
|
|
|
989
|
|
|
6.7
|
%
|
|
8.3
|
%
|
|
0.6
|
%
|
|
0.7
|
%
|
|
0.1
|
%
|
|||
|
$
|
644,924
|
|
|
$
|
627,992
|
|
|
$
|
(16,932
|
)
|
|
(2.6
|
)%
|
|
2.3
|
%
|
|
27.6
|
%
|
|
27.8
|
%
|
|
0.2
|
%
|
|
Three Months Ended
September 30,
|
|
Dollar
Change
|
|
Percentage Change
|
|||||||||
|
2014
|
|
2015
|
|
||||||||||
Operating Income
|
$
|
141,476
|
|
|
$
|
126,822
|
|
|
$
|
(14,654
|
)
|
|
(10.4
|
)%
|
Operating Income as a Percentage of Consolidated Revenue
|
18.1
|
%
|
|
17.0
|
%
|
|
|
|
|
|||||
Adjusted OIBDA
|
235,391
|
|
|
227,835
|
|
|
(7,556
|
)
|
|
(3.2
|
)%
|
|||
Adjusted OIBDA Margin
|
30.1
|
%
|
|
30.5
|
%
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Dollar
Change
|
|
Percentage Change
|
|||||||||
|
2014
|
|
2015
|
|
||||||||||
Operating Income
|
$
|
421,382
|
|
|
$
|
401,258
|
|
|
$
|
(20,124
|
)
|
|
(4.8
|
)%
|
Operating Income as a Percentage of Consolidated Revenue
|
18.0
|
%
|
|
17.8
|
%
|
|
|
|
|
|||||
Adjusted OIBDA
|
705,764
|
|
|
682,281
|
|
|
(23,483
|
)
|
|
(3.3
|
)%
|
|||
Adjusted OIBDA Margin
|
30.2
|
%
|
|
30.2
|
%
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Dollar
Change
|
|
Nine Months Ended
September 30,
|
|
Dollar
Change
|
||||||||||||||||
|
2014
|
|
2015
|
|
|
2014
|
|
2015
|
|
||||||||||||||
Foreign currency transaction (gains) losses, net
|
$
|
23,500
|
|
|
$
|
32,539
|
|
|
$
|
9,039
|
|
|
$
|
25,591
|
|
|
$
|
56,461
|
|
|
$
|
30,870
|
|
Debt extinguishment expense, net
|
—
|
|
|
2,156
|
|
|
2,156
|
|
|
—
|
|
|
2,156
|
|
|
2,156
|
|
||||||
Other, net
|
(992
|
)
|
|
551
|
|
|
1,543
|
|
|
(2,604
|
)
|
|
982
|
|
|
3,586
|
|
||||||
|
$
|
22,508
|
|
|
$
|
35,246
|
|
|
$
|
12,738
|
|
|
$
|
22,987
|
|
|
$
|
59,599
|
|
|
$
|
36,612
|
|
|
Three Months Ended
September 30,
|
|
Dollar
Change
|
|
Percentage Change
|
|||||||||
|
2014
|
|
2015
|
|
||||||||||
Income from Continuing Operations
|
$
|
858
|
|
|
$
|
23,517
|
|
|
$
|
22,659
|
|
|
2,640.9
|
%
|
Income from Continuing Operations as a Percentage of Consolidated Revenue
|
0.1
|
%
|
|
3.2
|
%
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
Dollar
Change
|
|
Percentage Change
|
|||||||||
|
2014
|
|
2015
|
|
||||||||||
Income from Continuing Operations
|
$
|
316,281
|
|
|
$
|
119,263
|
|
|
$
|
(197,018
|
)
|
|
(62.3
|
)%
|
Income from Continuing Operations as a Percentage of Consolidated Revenue
|
13.5
|
%
|
|
5.3
|
%
|
|
|
|
|
•
|
North American Records and Information Management Business—storage and information management services throughout the United States and Canada, including the storage of paper documents, as well as other media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers (“Records Management”); information destruction services (“Destruction”); DMS; Fulfillment Services; and Intellectual Property Management.
|
•
|
North American Data Management Business—storage and rotation of backup computer media as part of corporate disaster recovery plans throughout the United States and Canada, including service and courier operations (“Data Protection & Recovery”); server and computer backup services; digital content repository systems to house, distribute, and archive key media assets; and storage, safeguarding and electronic or physical delivery of physical media of all types, primarily for entertainment and media industry clients.
|
•
|
Western European Business—Records Management, Data Protection & Recovery and DMS throughout the United Kingdom, Ireland, Norway, Austria, Belgium, France, Germany, Netherlands, Spain and Switzerland. Until December 2014, our Western European Business segment offered Destruction in the United Kingdom and Ireland.
|
•
|
Other International Business—storage and information management services throughout the remaining European countries in which we operate, Latin America and Asia Pacific, including Records Management, Data Protection & Recovery and DMS. Our European operations included within the Other International Business segment provide Records Management, Data Protection & Recovery and DMS. Our Latin America operations provide Records Management, Data Protection & Recovery, Destruction and DMS throughout Argentina, Brazil, Chile, Colombia, Mexico and Peru. Our Asia Pacific operations provide Records Management, Data Protection & Recovery and DMS throughout Australia, with Records Management and Data Protection & Recovery also provided in certain cities in India, Singapore, Hong Kong‑SAR and China. Until December 2014, our Other International Business segment offered Destruction in Australia.
|
•
|
Corporate and Other Business—consists of our data center business in the United States, the primary product offering of our Adjacent Businesses segment (which was formerly referred to as our Emerging Businesses segment), as well as costs related to executive and staff functions, including finance, human resources and information technology, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. Our Corporate and Other Business segment also includes stock-based employee compensation expense associated with all stock options, restricted stock, restricted stock units, performance units and shares of stock issued under our employee stock purchase plan.
|
|
Three Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
271,417
|
|
|
$
|
269,239
|
|
|
$
|
(2,178
|
)
|
|
(0.8
|
)%
|
|
0.9
|
%
|
|
(0.3
|
)%
|
Service
|
178,862
|
|
|
171,998
|
|
|
(6,864
|
)
|
|
(3.8
|
)%
|
|
(1.6
|
)%
|
|
(2.6
|
)%
|
|||
Segment Revenue
|
$
|
450,279
|
|
|
$
|
441,237
|
|
|
$
|
(9,042
|
)
|
|
(2.0
|
)%
|
|
(0.1
|
)%
|
|
(1.2
|
)%
|
Segment Adjusted OIBDA(1)
|
$
|
179,590
|
|
|
$
|
175,331
|
|
|
$
|
(4,259
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue
|
39.9
|
%
|
|
39.7
|
%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
810,402
|
|
|
$
|
809,039
|
|
|
$
|
(1,363
|
)
|
|
(0.2
|
)%
|
|
1.2
|
%
|
|
—
|
%
|
Service
|
538,280
|
|
|
523,772
|
|
|
(14,508
|
)
|
|
(2.7
|
)%
|
|
(1.0
|
)%
|
|
(1.9
|
)%
|
|||
Segment Revenue
|
$
|
1,348,682
|
|
|
$
|
1,332,811
|
|
|
$
|
(15,871
|
)
|
|
(1.2
|
)%
|
|
0.3
|
%
|
|
(0.7
|
)%
|
Segment Adjusted OIBDA(1)
|
$
|
524,226
|
|
|
$
|
533,598
|
|
|
$
|
9,372
|
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue
|
38.9
|
%
|
|
40.0
|
%
|
|
|
|
|
|
|
|
|
(1)
|
See Note 7 to Notes to the Consolidated Financial Statements included in this Quarterly Report for the definition of Adjusted OIBDA and for the basis on which allocations are made and a reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes and (gain) loss on sale of real estate.
|
|
Three Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
61,250
|
|
|
$
|
63,947
|
|
|
$
|
2,697
|
|
|
4.4
|
%
|
|
5.6
|
%
|
|
5.4
|
%
|
Service
|
35,485
|
|
|
33,438
|
|
|
(2,047
|
)
|
|
(5.8
|
)%
|
|
(4.6
|
)%
|
|
(4.9
|
)%
|
|||
Segment Revenue
|
$
|
96,735
|
|
|
$
|
97,385
|
|
|
$
|
650
|
|
|
0.7
|
%
|
|
1.9
|
%
|
|
1.6
|
%
|
Segment Adjusted OIBDA(1)
|
$
|
54,799
|
|
|
$
|
50,268
|
|
|
$
|
(4,531
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue
|
56.6
|
%
|
|
51.6
|
%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
183,424
|
|
|
$
|
191,867
|
|
|
$
|
8,443
|
|
|
4.6
|
%
|
|
5.5
|
%
|
|
5.3
|
%
|
Service
|
107,586
|
|
|
102,353
|
|
|
(5,233
|
)
|
|
(4.9
|
)%
|
|
(4.0
|
)%
|
|
(4.1
|
)%
|
|||
Segment Revenue
|
$
|
291,010
|
|
|
$
|
294,220
|
|
|
$
|
3,210
|
|
|
1.1
|
%
|
|
2.0
|
%
|
|
1.8
|
%
|
Segment Adjusted OIBDA(1)
|
$
|
168,887
|
|
|
$
|
152,178
|
|
|
$
|
(16,709
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue
|
58.0
|
%
|
|
51.7
|
%
|
|
|
|
|
|
|
|
|
(1)
|
See Note 7 to Notes to the Consolidated Financial Statements included in this Quarterly Report for the definition of Adjusted OIBDA and for the basis on which allocations are made and a reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes and (gain) loss on sale of real estate.
|
|
Three Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
67,277
|
|
|
$
|
61,654
|
|
|
$
|
(5,623
|
)
|
|
(8.4
|
)%
|
|
2.5
|
%
|
|
1.4
|
%
|
Service
|
47,941
|
|
|
39,284
|
|
|
(8,657
|
)
|
|
(18.1
|
)%
|
|
(8.2
|
)%
|
|
(1.3
|
)%
|
|||
Segment Revenue
|
$
|
115,218
|
|
|
$
|
100,938
|
|
|
$
|
(14,280
|
)
|
|
(12.4
|
)%
|
|
(1.9
|
)%
|
|
0.3
|
%
|
Segment Adjusted OIBDA(1)
|
$
|
35,923
|
|
|
$
|
31,511
|
|
|
$
|
(4,412
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue
|
31.2
|
%
|
|
31.2
|
%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
199,438
|
|
|
$
|
182,825
|
|
|
$
|
(16,613
|
)
|
|
(8.3
|
)%
|
|
4.0
|
%
|
|
2.8
|
%
|
Service
|
151,308
|
|
|
119,085
|
|
|
(32,223
|
)
|
|
(21.3
|
)%
|
|
(10.6
|
)%
|
|
(2.9
|
)%
|
|||
Segment Revenue
|
$
|
350,746
|
|
|
$
|
301,910
|
|
|
$
|
(48,836
|
)
|
|
(13.9
|
)%
|
|
(2.3
|
)%
|
|
0.5
|
%
|
Segment Adjusted OIBDA(1)
|
$
|
104,881
|
|
|
$
|
88,859
|
|
|
$
|
(16,022
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue
|
29.9
|
%
|
|
29.4
|
%
|
|
|
|
|
|
|
|
|
(1)
|
See Note 7 to Notes to the Consolidated Financial Statements included in this Quarterly Report for the definition of Adjusted OIBDA and for the basis on which allocations are made and a reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes and (gain) loss on sale of real estate.
|
|
Three Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
66,061
|
|
|
$
|
59,176
|
|
|
$
|
(6,885
|
)
|
|
(10.4
|
)%
|
|
15.0
|
%
|
|
11.5
|
%
|
Service
|
50,886
|
|
|
42,216
|
|
|
(8,670
|
)
|
|
(17.0
|
)%
|
|
9.5
|
%
|
|
12.3
|
%
|
|||
Segment Revenue
|
$
|
116,947
|
|
|
$
|
101,392
|
|
|
$
|
(15,555
|
)
|
|
(13.3
|
)%
|
|
12.6
|
%
|
|
11.8
|
%
|
Segment Adjusted OIBDA(1)
|
$
|
18,867
|
|
|
$
|
20,545
|
|
|
$
|
1,678
|
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue
|
16.1
|
%
|
|
20.3
|
%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
192,797
|
|
|
$
|
182,653
|
|
|
$
|
(10,144
|
)
|
|
(5.3
|
)%
|
|
16.2
|
%
|
|
11.4
|
%
|
Service
|
146,642
|
|
|
129,152
|
|
|
(17,490
|
)
|
|
(11.9
|
)%
|
|
10.1
|
%
|
|
10.9
|
%
|
|||
Segment Revenue
|
$
|
339,439
|
|
|
$
|
311,805
|
|
|
$
|
(27,634
|
)
|
|
(8.1
|
)%
|
|
13.6
|
%
|
|
11.2
|
%
|
Segment Adjusted OIBDA(1)
|
$
|
64,376
|
|
|
$
|
61,430
|
|
|
$
|
(2,946
|
)
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Segment Revenue
|
19.0
|
%
|
|
19.7
|
%
|
|
|
|
|
|
|
|
|
(1)
|
See Note 7 to Notes to the Consolidated Financial Statements included in this Quarterly Report for the definition of Adjusted OIBDA and for the basis on which allocations are made and a reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes and (gain) loss on sale of real estate.
|
|
Three Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
3,059
|
|
|
$
|
6,036
|
|
|
$
|
2,977
|
|
|
97.3
|
%
|
|
97.3
|
%
|
|
84.4
|
%
|
Service
|
459
|
|
|
(459
|
)
|
|
(918
|
)
|
|
(200.0
|
)%
|
|
(200.0
|
)%
|
|
(288.0
|
)%
|
|||
Segment Revenue
|
$
|
3,518
|
|
|
$
|
5,577
|
|
|
$
|
2,059
|
|
|
58.5
|
%
|
|
58.5
|
%
|
|
60.5
|
%
|
Segment Adjusted OIBDA(1)
|
$
|
(53,788
|
)
|
|
$
|
(49,820
|
)
|
|
$
|
3,968
|
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Consolidated Revenue
|
(6.9
|
)%
|
|
(6.7
|
)%
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
Percentage Change
|
|
|
|||||||||||||
|
|
Dollar
Change
|
|
Actual
|
|
Constant
Currency
|
|
Internal
Growth
|
||||||||||||
|
2014
|
|
2015
|
|
|
|
|
|||||||||||||
Storage Rental
|
$
|
8,781
|
|
|
$
|
13,749
|
|
|
$
|
4,968
|
|
|
56.6
|
%
|
|
56.6
|
%
|
|
50.8
|
%
|
Service
|
1,057
|
|
|
1,054
|
|
|
(3
|
)
|
|
(0.3
|
)%
|
|
(0.3
|
)%
|
|
29.0
|
%
|
|||
Segment Revenue
|
$
|
9,838
|
|
|
$
|
14,803
|
|
|
$
|
4,965
|
|
|
50.5
|
%
|
|
50.5
|
%
|
|
48.9
|
%
|
Segment Adjusted OIBDA(1)
|
$
|
(156,606
|
)
|
|
$
|
(153,784
|
)
|
|
$
|
2,822
|
|
|
|
|
|
|
|
|||
Segment Adjusted OIBDA(1) as a Percentage of Consolidated Revenue
|
(6.7
|
)%
|
|
(6.8
|
)%
|
|
|
|
|
|
|
|
|
(1)
|
See Note 7 to Notes to the Consolidated Financial Statements included in this Quarterly Report for the definition of Adjusted OIBDA and for the basis on which allocations are made and a reconciliation of Adjusted OIBDA to income (loss) from continuing operations before provision (benefit) for income taxes and (gain) loss on sale of real estate.
|
|
2014
|
|
2015
|
||||
Cash flows from operating activities
|
$
|
301,852
|
|
|
$
|
320,095
|
|
Cash flows from investing activities
|
(331,292
|
)
|
|
(229,827
|
)
|
||
Cash flows from financing activities
|
94,833
|
|
|
285,540
|
|
||
Cash and cash equivalents at the end of period
|
183,988
|
|
|
492,899
|
|
Declaration Date
|
|
Dividend
Per Share
|
|
Record Date
|
|
Total
Amount
(in thousands)
|
|
Payment
Date
|
||||
March 14, 2014
|
|
$
|
0.2700
|
|
|
March 25, 2014
|
|
$
|
51,812
|
|
|
April 15, 2014
|
May 28, 2014
|
|
0.2700
|
|
|
June 25, 2014
|
|
52,033
|
|
|
July 15, 2014
|
||
September 15, 2014
|
|
0.4750
|
|
|
September 25, 2014
|
|
91,993
|
|
|
October 15, 2014
|
||
September 15, 2014(1)
|
|
3.6144
|
|
|
September 30, 2014
|
|
700,000
|
|
|
November 4, 2014
|
||
November 17, 2014(2)
|
|
0.2550
|
|
|
November 28, 2014
|
|
53,450
|
|
|
December 15, 2014
|
||
November 17, 2014
|
|
0.4750
|
|
|
December 5, 2014
|
|
99,617
|
|
|
December 22, 2014
|
||
February 19, 2015
|
|
0.4750
|
|
|
March 6, 2015
|
|
99,795
|
|
|
March 20, 2015
|
||
May 28, 2015
|
|
0.4750
|
|
|
June 12, 2015
|
|
100,119
|
|
|
June 26, 2015
|
||
August 27, 2015
|
|
0.4750
|
|
|
September 11, 2015
|
|
100,213
|
|
|
September 30, 2015
|
New Revolving Credit Facility(1)
|
$
|
284,886
|
|
New Term Loan(1)
|
246,875
|
|
|
6
3
/
4
% Euro Senior Subordinated Notes due 2018 (the "6
3
/
4
% Notes")(2)
|
285,202
|
|
|
7
3
/
4
% Senior Subordinated Notes due 2019 (the "7
3
/
4
% Notes ")(2)
|
400,000
|
|
|
6% Senior Notes due 2020 (the "6% Notes due 2020")(2)(3)
|
1,000,000
|
|
|
8
3
/
8
% Senior Subordinated Notes due 2021 (the "8
3
/
8
% Notes")(2)
|
106,055
|
|
|
6
1
/
8
% CAD Senior Notes due 2021 (the "CAD Notes")(4)
|
149,240
|
|
|
6
1
/
8
% GBP Senior Notes due 2022 (the "GBP Notes")(3)(5)
|
606,180
|
|
|
6% Senior Notes due 2023 (the "6% Notes due 2023")(2)
|
600,000
|
|
|
5
3
/
4
% Senior Subordinated Notes due 2024 (the "5
3
/
4
% Notes")(2)
|
1,000,000
|
|
|
Accounts Receivable Securitization Program(6)
|
198,300
|
|
|
Real Estate Mortgages, Capital Leases and Other
|
297,556
|
|
|
Total Long-term Debt
|
5,174,294
|
|
|
Less Current Portion(7)
|
(253,726
|
)
|
|
Long-term Debt, Net of Current Portion
|
$
|
4,920,568
|
|
(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 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 New Revolving Credit Facility.
|
(2)
|
Collectively, the "Parent Notes." IMI is the direct obligor on the Parent Notes, which are fully and unconditionally guaranteed, on a senior or senior subordinated basis, as the case may be, by most of its direct and indirect
100%
owned United States subsidiaries (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. Canada Company, IME, the Special Purpose Subsidiaries (as defined below) and the remainder of our subsidiaries do not guarantee the Parent Notes.
|
(3)
|
The 6% Notes due 2020 and the GBP 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 6% Notes due 2020 and the GBP Notes may be offered only in transactions that are exempt from registration under the Securities Act or the securities laws of any other jurisdiction.
|
(5)
|
IME 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. See Note 6 to Notes to Consolidated Financial Statements included in this Quarterly Report.
|
(6)
|
The Special Purpose Subsidiaries are the obligors under this program.
|
|
December 31, 2014
|
|
September 30, 2015
|
|
Maximum//Minimum Allowable(1)
|
||
Net total lease adjusted leverage ratio
|
5.4
|
|
|
5.7
|
|
|
Maximum allowable of 6.5
|
Net secured debt lease adjusted leverage ratio
|
2.6
|
|
|
1.9
|
|
|
Maximum allowable of 4.0
|
Bond leverage ratio (not lease adjusted)
|
5.7
|
|
|
5.7
|
|
|
Maximum allowable of 6.5
|
Fixed charge coverage ratio
|
2.5
|
|
|
2.3
|
|
|
Minimum allowable of 1.5
|
(1)
|
The maximum and minimum allowable ratios under the New Credit Agreement are substantially similar to the Credit Agreement.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2014
|
|
2015
|
|
2014
|
|
2015
|
||||||||
Commitment fees and letters of credit fees
|
$
|
700
|
|
|
$
|
883
|
|
|
$
|
1,867
|
|
|
$
|
2,741
|
|
•
|
the approval by the Recall shareholders of the Recall Transaction;
|
•
|
the approval by our stockholders of the issuance of our common stock to Recall shareholders as part of the Scheme consideration (the “Transaction Proposal”);
|
•
|
the approval of the Scheme by the Federal Court of Australia, Sydney Registry (the “Sydney Federal Court”) (or such other competent court agreed by us and Recall);
|
•
|
the absence of any law, order or injunction that would prohibit, restrain or make illegal the Recall Transaction;
|
•
|
the receipt of regulatory approvals;
|
•
|
the approval for listing on the NYSE of our common stock to be issued in the Recall Transaction and the establishment of a secondary listing on the ASX to allow shareholders of Recall to trade our common stock via CHESS Depository Interests on the ASX;
|
•
|
the accuracy of the representations and warranties and compliance with the respective covenants of the parties, subject to specified materiality qualifiers; and
|
•
|
no events having occurred that would have a material adverse effect on Recall or us.
|
•
|
negative reactions from the financial markets;
|
•
|
incurring and paying significant expenses in connection with the Recall Transaction, such as financial advisors' fees, filing fees, legal and accounting fees, soliciting fees, regulatory fees and other related expenses;
|
•
|
paying a reimbursement fee of A$25.5 million if the Recall Agreement is terminated in certain circumstances; and
|
•
|
paying a reimbursement fee of A$76.5 million if the Recall Agreement is terminated due to our inability to obtain the necessary antitrust/competition approvals required to consummate the Recall Transaction.
|
•
|
challenges and difficulties associated with managing the larger, more complex, combined company;
|
•
|
conforming standards, controls, procedures and policies, business cultures and compensation structures between the entities;
|
•
|
integrating personnel from the two entities while maintaining focus on developing, producing and delivering consistent, high quality services;
|
•
|
consolidating corporate and administrative infrastructures;
|
•
|
coordinating geographically dispersed organizations;
|
•
|
potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Recall Transaction;
|
•
|
performance shortfalls at one or both of the entities as a result of the diversion of management's attention caused by completing the Recall Transaction and integrating the entities' operations; and
|
•
|
our ability to deliver on our strategy going forward.
|
Exhibit No.
|
|
Description
|
|
2.1
|
|
|
Amendment to Scheme Implementation Deed, dated as of October 13, 2015, by and between the Company and Recall Holdings Limited
(Filed herewith.)
|
|
|
|
|
4.1
|
|
|
Senior Indenture, dated as of September 29, 2015, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.
(Incorporated by reference to the Company's Current Report on Form 8-K dated September 29, 2015.)
|
|
|
|
|
12
|
|
|
Statement: re Computation of Ratios.
(Filed herewith.)
|
|
|
|
|
31.1
|
|
|
Rule 13a-14(a) Certification of Chief Executive Officer.
(Filed herewith.)
|
|
|
|
|
31.2
|
|
|
Rule 13a-14(a) Certification of Chief Financial Officer.
(Filed herewith.)
|
|
|
|
|
32.1
|
|
|
Section 1350 Certification of Chief Executive Officer.
(Furnished herewith.)
|
|
|
|
|
32.2
|
|
|
Section 1350 Certification of Chief Financial Officer.
(Furnished herewith.)
|
|
|
|
|
101.1
|
|
|
The following materials from Iron Mountain Incorporated's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.
(Filed herewith.)
|
|
|
|
|
IRON MOUNTAIN INCORPORATED
|
|
|
By:
|
/s/ RODERICK DAY
|
|
|
|
|
|
|
|
|
Roderick Day
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
The Directors
Iron Mountain Incorporated
1 Federation Street,
Boston, Massachusetts
United States 02110
|
|
|
|
Executed
as a deed by
Iron Mountain Incorporated
:
|
|
|
|
/s/ WILLIAM L. MEANEY
|
/s/ ERNEST W. CLOUTIER
|
|
|
President and Chief Executive Officer Signature
|
|
EVP, General Counsel and Secretary Signature
|
|
William L. Meaney
|
Ernest W. Cloutier
|
||
Print Name
|
Print Name
|
Executed
as a deed in accordance with section 127 of the
Corporations Act 2001
by
Recall Holdings Limited
:
|
|
|
|
|
/s/ DOUG PERTZ
|
/s/ BARRY MEDINTZ
|
|
||
Director Signature
|
|
Director/Secretary Signature
|
||
Doug Pertz
|
Barry Medintz
|
|||
Print Name
|
Print Name
|
|
page
2
|
[Signature Page to Side Letter Agreement]
|
|
1
|
Definitions
|
2
|
Clause 3.4
|
(a)
|
as soon as reasonably practicable after the date of this Deed:
|
(i)
|
prepare and file the Iron Mountain Proxy Statement with the SEC; and
|
(ii)
|
apply to the NYSE for listing of the Iron Mountain Shares to be issued in accordance with this Deed and the Scheme;
|
(b)
|
subject to clause 8.4, include in the Iron Mountain Proxy Statement a statement by the Iron Mountain Board:
|
(i)
|
unanimously recommending that Iron Mountain Shareholders vote in favour of the issuance of the New Iron Mountain Shares to the Recall Shareholders in the Scheme; and
|
|
page
3
|
|
|
(ii)
|
that each Iron Mountain Board member will, at the Iron Mountain Shareholder Meeting, vote, or procure the voting of any Iron Mountain Shares (as applicable) held by or on behalf of the Iron Mountain Board Member at the time of the Iron Mountain Shareholder Meeting in favour of the issuance of the New Iron Mountain Shares to the Recall Shareholders in the Scheme
|
(c)
|
consult with Recall as to the content and presentation of the Iron Mountain Proxy Statement, including:
|
(i)
|
providing to Recall drafts of the Iron Mountain Proxy Statement for the purpose of enabling Recall to review and comment on the draft document;
|
(ii)
|
providing to Recall a revised draft of the Iron Mountain Proxy Statement within a reasonable time before the final draft to be lodged with the SEC is finalised and to enable Recall to review that draft before the date of its submission; and
|
(iii)
|
obtaining written approval from Recall for the form and content in which any information provided by Recall appears in the Iron Mountain Proxy Statement.
|
(d)
|
promptly respond to requests for information from the SEC or the NYSE in relation to the Iron Mountain Proxy Statement or the Transaction at the earliest practicable time;
|
(e)
|
use all reasonable endeavours to ensure that Recall's Representatives have the right to be represented and make submissions at any proposed meeting with the SEC or the NYSE in relation to the Iron Mountain Proxy Statement or the Transaction;
|
(f)
|
keep Recall informed of any matters raised by the SEC or the NYSE in relation to the Iron Mountain Proxy Statement or the Transaction, and use reasonable endeavours to take into consideration in resolving such matters any issues raised by Recall;
|
(g)
|
use reasonable endeavours to clear any comments on the Iron Mountain Proxy Statement by the staff of the SEC under the Exchange Act as promptly as practicable after such initial filing with the SEC;
|
(h)
|
promptly prepare and file with the SEC any amendment or supplement to the Iron Mountain Proxy Statement so that any of the information contained therein would not include any misstatement of material fact or omit to state any material fact necessary to make the statements therein not misleading;
|
(i)
|
send the Iron Mountain Proxy Statement to holders of Iron Mountain Shares as soon as practicable following filing of the definitive Iron Mountain Proxy Statement under the Exchange Act; and
|
(j)
|
convene and hold the Iron Mountain Shareholder Meeting to obtain the Iron Mountain Shareholder Approval as soon as reasonably practicable after the date of this Deed, and in any event hold the meeting at least 10 Business Days prior to the scheduled date for the Scheme Meeting.
|
3
|
Clause 4.3(d)
|
(d)
|
If a Scheme Shareholder holds one or more parcels of Scheme Shares as trustee or nominee for, or otherwise on account of, another person, Recall may (at its sole discretion and subject to such conditions as it thinks fit) allow that Scheme Shareholder to make separate Cash Elections in relation to each of those parcels of Scheme Shares. For the purpose of calculating the Scheme Consideration to which that Scheme Shareholder is
|
|
page
4
|
|
|
(i)
|
the aggregate cash consideration in respect of any such parcel of Scheme Shares will be determined under clause 4.4(b)(ii), unless Recall is satisfied that the underlying beneficial holder of such parcel was the underlying beneficial owner of that parcel as at the Fixed Register Date and continued to be the underlying beneficial owner of that parcel until the Record Date, in which case the aggregate cash consideration in respect of any such parcel of Scheme Shares will be determined under clause 4.4(b)(i); and
|
(ii)
|
even if the requirement of the immediately preceding paragraph (i) is satisfied, the aggregate cash consideration in respect of any such parcel of Scheme Shares, and all other parcels of Scheme Shares which satisfy the requirement of the immediately preceding paragraph (i), will be determined under clause 4.4(b)(ii), rather than clause 4.4(b)(i), if the cash consideration payable in respect of all such parcels under clause 4.4(b)(i) would cause the total aggregate cash consideration payable to all relevant Scheme Shareholders to exceed $225,000,000.
|
4
|
Clause 4.4(b)
|
(d)
|
Where this clause applies, the aggregate cash consideration to which a Scheme Shareholder who has made a valid Cash Election would otherwise be entitled under clause 4.2(b)(ii)(B) will be as follows:
|
(i)
|
if the relevant Scheme Shareholder was a Recall Shareholder as at the Fixed Register Date, that Scheme Shareholder will receive:
|
(A)
|
$8.50 cash (less the Australian dollar equivalent of US$0.50) per Scheme Share for their first 5,000 Scheme Shares held by them as at the Fixed Register Date and which they continue to hold until the Record Date (or, where that Scheme Shareholder holds less than 5,000 such Scheme Shares, $8.50 cash (less the Australian dollar equivalent of US$0.50) per Scheme Share for the number of Scheme Shares held by that Scheme Shareholder as at the Fixed Register Date and which they continue to hold until the Record Date), provided that, if by using 5,000 as the relevant number in this clause 4.4(b)(i)(A), the total aggregate cash consideration which is payable to all relevant Scheme Shareholders under this clause 4.4(b)(i)(A) would exceed $225,000,000, the 5,000 number will be reduced to the extent required for such total to equal $225,000,000; plus
|
(B)
|
an amount determined in accordance with the following formula:
|
A
|
is $225,000,000;
|
B
|
is the aggregate of the amounts which would be payable to all relevant Scheme Shareholders under clause 4.4(b)(i)(A);
|
|
page
5
|
|
|
C
|
is the number of Scheme Shares held by the relevant Scheme Shareholder (other than those for which the relevant Scheme Shareholder is entitled to payment under clause 4.4(b)(i)(A)); and
|
D
|
is the aggregate number of Scheme Shares held by all relevant Scheme Shareholders (other than those for which any Scheme Shareholder is entitled to payment under clause 4.4(b)(i)(A)).
|
(ii)
|
if the relevant Scheme Shareholder was not a Recall Shareholder as at the Fixed Register Date, that Scheme Shareholder will receive:
|
A
|
is $225,000,000;
|
B
|
is the aggregate of the amounts which would be payable to all relevant Scheme Shareholders under clause 4.4(b)(i)(A);
|
C
|
is the number of Scheme Shares held by the relevant Scheme Shareholder (other than those for which the relevant Scheme Shareholder is entitled to payment under clause 4.4(b)(i)(A));
|
D
|
is the aggregate number of Scheme Shares held by all relevant Scheme Shareholders (other than those for which any Scheme Shareholder is entitled to payment under clause 4.4(b)(i)(A)).
|
5
|
Clause 5.1
|
(b)
|
Recall Information
: prepare the Recall Information for inclusion in the Scheme Booklet and prepare and promptly provide to Iron Mountain the Recall Information for inclusion in the Iron Mountain Proxy Statement, and ensure that the Recall Information complies, in all material respects, with all applicable laws, including with the Exchange Act, the Corporations Act, the Corporations Regulations, RG 60 and the Listing Rules;
|
(c)
|
Merged entity information
: provide all assistance and information reasonably requested by Iron Mountain in connection with the preparation by Iron Mountain of information for inclusion in the Scheme Booklet and the Iron Mountain Proxy Statement regarding the merged Recall-Iron Mountain entity that will exist following implementation of the Scheme, and ensure that the information in the form it is provided complies, in all material respects, with all applicable laws, including with the Exchange Act, the Corporations Act, the Corporations Regulations, RG 60 and the Listing Rules;
|
6
|
Clause 5.2
|
(b)
|
Iron Mountain Proxy Statement
: prepare the Iron Mountain Proxy Statement in accordance with clause 3.4, and ensure that it complies, in all material respects, with all applicable laws (including any order, direction or notice made or given by a court of competent jurisdiction or by another Government Agency) and convene and hold the Iron Mountain Shareholder Meeting to obtain the Iron Mountain Shareholder Approval in accordance with clause 3.4;
|
|
page
6
|
|
|
(c)
|
Iron Mountain Information
: prepare and promptly provide to Recall the Iron Mountain Information (which includes information in the Iron Mountain Proxy Statement) for inclusion in the Scheme Booklet, and ensure that it complies, in all material respects, with all applicable laws, and in particular by the Corporations Act, the Corporations Regulations, RG60 and the Listing Rules, and consent to the inclusion of that information in the Scheme Booklet;
|
7
|
Schedule 7
|
(a)
|
Note 4 in Example 1 of Schedule 7 of the SID is amended and restated as follows:
|
(b)
|
Note 4 in Example 2 of Schedule 7 of the SID is amended and restated as follows:
|
(c)
|
Subject to paragraphs 4(a) and (b) of this document, each reference in Schedule 7 of the SID to 'as at the date which is 3 trading days on the ASX after the date of this Deed' is amended to read 'as at the Fixed Register Date'.
|
8
|
Annexure 1 – Indicative Timetable
|
Event
|
Target Date
|
Iron Mountain to lodge preliminary Iron Mountain Proxy Statement with the SEC and application for quotation of new Iron Mountain Shares with the NYSE
|
July 2015
|
Iron Mountain to receive comments from the SEC, if any
|
1 month after preliminary filing of the Iron Mountain Proxy Statement
|
Iron Mountain to lodge definitive Iron Mountain Proxy Statement with the SEC and application for quotation of new Iron Mountain Shares with the NYSE
|
September 2015 (approximately 1 month following receipt of SEC comments, if any)
|
Iron Mountain to despatch definitive Iron Mountain Proxy Statement
|
September 2015
|
|
page
7
|
|
|
9
|
Annexure 2 – Scheme of Arrangement
|
9.1
|
Clause 1.1
|
9.2
|
Clause 4.4(d)
|
(d)
|
If a Scheme Shareholder holds one or more parcels of Scheme Shares as trustee or nominee for, or otherwise on account of, another person, Recall may (at its sole discretion and subject to such conditions as it thinks fit) allow that Scheme Shareholder to make separate Cash Elections in relation to each of those parcels of Scheme Shares. For the purpose of calculating the Scheme Consideration to which that Scheme Shareholder is entitled in those circumstances, each such parcel of Scheme Shares will be treated as though it were held by a separate Scheme Shareholder, provided that:
|
(i)
|
the aggregate cash consideration in respect of any such parcel of Scheme Shares will be determined under clause 4.5(b)(ii), unless Recall is satisfied that the underlying beneficial holder of such parcel was the underlying beneficial owner of that parcel as at the Fixed Register Date and continued to be the underlying beneficial owner of that parcel until the Record Date, in which case the aggregate cash consideration in respect of any such parcel of Scheme Shares will be determined under clause 4.4(b)(i); and
|
(ii)
|
even if the requirement of the immediately preceding paragraph (i) is satisfied, the aggregate cash consideration in respect of any such parcel of Scheme Shares, and all other parcels of Scheme Shares which satisfy the requirement of the immediately preceding paragraph (i), will be determined under clause 4.5(b)(ii), rather than clause 4.5(b)(i), if the cash consideration payable in respect of all such parcels under clause 4.5(b)(i) would cause the total aggregate cash consideration payable to all relevant Scheme Shareholders to exceed $225,000,000.
|
9.3
|
Clause 4.5(b)
|
|
page
8
|
|
|
(b)
|
Where this clause applies, the aggregate cash consideration to which a Scheme Shareholder who has made a valid Cash Election would otherwise be entitled under clause 4.3(b)(ii)(B) will be as follows:
|
(i)
|
if the relevant Scheme Shareholder was a Recall Shareholder as at the Fixed Register Date, that Scheme Shareholder will receive:
|
(A)
|
$8.50 cash (less the Australian dollar equivalent of US$0.50) per Scheme Share for their first 5,000 Scheme Shares held by them as at the Fixed Register Date and which they continue to hold until the Record Date (or, where that Scheme Shareholder holds less than 5,000 such Scheme Shares, $8.50 cash (less the Australian dollar equivalent of US$0.50) per Scheme Share for the number of Scheme Shares held by that Scheme Shareholder as at the Fixed Register Date and which they continue to hold until the Record Date), provided that, if by using 5,000 as the relevant number in this clause 4.5(b)(i)(A), the total aggregate cash consideration which is payable to all relevant Scheme Shareholders under this clause 4.5(b)(i)(A) would exceed $225,000,000, the 5,000 number will be reduced to the extent required for such total to equal $225,000,000; plus
|
(B)
|
an amount determined in accordance with the following formula:
|
A
|
is $225,000,000;
|
B
|
is the aggregate of the amounts which would be payable to all relevant Scheme Shareholders under clause 4.5(b)(i)(A);
|
C
|
is the number of Scheme Shares held by the relevant Scheme Shareholder (other than those for which the relevant Scheme Shareholder is entitled to payment under clause 4.5(b)(i)(A)); and
|
D
|
is the aggregate number of Scheme Shares held by all relevant Scheme Shareholders (other than those for which any Scheme Shareholder is entitled to payment under clause 4.5(b)(i)(A)).
|
(ii)
|
if the relevant Scheme Shareholder was not a Recall Shareholder as at the Fixed Register Date, that Scheme Shareholder will receive:
|
A
|
is $225,000,000;
|
B
|
is the aggregate of the amounts which would be payable to all relevant Scheme Shareholders under clause 4.5(b)(i)(A);
|
C
|
is the number of Scheme Shares held by the relevant Scheme Shareholder (other than those for which the relevant Scheme Shareholder is entitled to payment under clause 4.5(b)(i)(A));
|
D
|
is the aggregate number of Scheme Shares held by all relevant Scheme Shareholders (other than those for which any Scheme Shareholder is entitled to payment under clause 4.5(b)(i)(A)).
|
|
page
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|||||||||||||||||||
|
|
Year Ended December 31,
|
|
September 30,
|
||||||||||||||||||||||||||||||||
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2014
|
|
|
2015
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Income from Continuing Operations before Provision (Benefit) for Income Taxes and Gain on Sale of Real Estate
|
$
|
331,941
|
|
|
|
$
|
348,519
|
|
|
|
$
|
296,805
|
|
|
|
$
|
159,871
|
|
|
|
$
|
223,373
|
|
|
|
$
|
210,662
|
|
|
|
$
|
145,539
|
|
|
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Gain on Sale of Real Estate (1)
|
1,081
|
|
|
|
3,281
|
|
|
|
261
|
|
|
|
1,847
|
|
|
|
10,512
|
|
|
|
9,459
|
|
|
|
1,059
|
|
|
||||||||
|
Fixed Charges
|
284,052
|
|
|
|
286,241
|
|
|
|
326,261
|
|
|
|
335,637
|
|
|
|
345,781
|
|
|
|
251,201
|
|
|
|
256,591
|
|
|
||||||||
|
|
$
|
617,074
|
|
|
|
$
|
638,041
|
|
|
|
$
|
623,327
|
|
|
|
$
|
497,355
|
|
|
|
$
|
579,666
|
|
|
|
$
|
471,322
|
|
|
|
$
|
403,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Interest Expense, Net
|
$
|
204,559
|
|
|
|
$
|
205,256
|
|
|
|
$
|
242,599
|
|
|
|
$
|
254,174
|
|
|
|
$
|
260,717
|
|
|
|
$
|
187,733
|
|
|
|
$
|
196,120
|
|
|
|
|
Interest Portion of Rent Expense
|
79,493
|
|
|
|
80,985
|
|
|
|
83,662
|
|
|
|
81,463
|
|
|
|
85,064
|
|
|
|
63,468
|
|
|
|
60,471
|
|
|
||||||||
|
|
$
|
284,052
|
|
|
|
$
|
286,241
|
|
|
|
$
|
326,261
|
|
|
|
$
|
335,637
|
|
|
|
$
|
345,781
|
|
|
|
$
|
251,201
|
|
|
|
$
|
256,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ratio of Earnings to Fixed Charges
|
2.2
|
|
x
|
|
2.2
|
|
x
|
|
1.9
|
|
x
|
|
1.5
|
|
x
|
|
1.7
|
|
x
|
|
1.9
|
|
x
|
|
1.6
|
|
x
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(1) Gain on sale of real estate reported above are pre-tax. The tax associated with the gain on the sale of real estate for the years ended December 31, 2010, 2011, 2012, 2013 and 2014 and for the nine months ended September 30, 2014 and 2015 was $295, $920, $55, $430, $2,205, $1,991 and $209, respectively.
|
||||||||||||||||||||||||||||||||||||
1.
|
I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ WILLIAM L. MEANEY
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William L. Meaney
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Iron Mountain Incorporated;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
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/s/ RODERICK DAY
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Roderick Day
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|
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Executive Vice President and Chief Financial Officer
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|
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/s/ WILLIAM L. MEANEY
|
|
|
William L. Meaney
|
|
|
President and Chief Executive Officer
|
|
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/s/ RODERICK DAY
|
|
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Roderick Day
|
|
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Executive Vice President and Chief Financial Officer
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