Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 22, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | IRON MOUNTAIN INC | |
Entity Central Index Key | 1,020,569 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 211,952,148 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 117,945 | $ 128,381 |
Accounts receivable (less allowances of $31,447 and $28,683 as of December 31, 2015 and March 31, 2016, respectively) | 574,717 | 564,401 |
Deferred income taxes | 22,261 | 22,179 |
Prepaid expenses and other | 116,973 | 142,951 |
Total Current Assets | 831,896 | 857,912 |
Property, Plant and Equipment: | ||
Property, plant and equipment | 4,865,424 | 4,744,236 |
Less—Accumulated depreciation | (2,326,120) | (2,247,078) |
Property, Plant and Equipment, net | 2,539,304 | 2,497,158 |
Other Assets, net: | ||
Goodwill | 2,400,719 | 2,360,978 |
Customer relationships and customer inducements | 618,339 | 603,314 |
Other | 32,051 | 31,225 |
Total Other Assets, net | 3,051,109 | 2,995,517 |
Total Assets | 6,422,309 | 6,350,587 |
Current Liabilities: | ||
Current portion of long-term debt | 89,974 | 88,068 |
Accounts payable | 180,259 | 219,590 |
Accrued expenses | 297,169 | 351,061 |
Deferred revenue | 181,091 | 183,112 |
Total Current Liabilities | 748,493 | 841,831 |
Long-term Debt, net of current portion | 4,931,296 | 4,757,610 |
Other Long-term Liabilities | 74,356 | 71,844 |
Deferred Rent | 96,079 | 95,693 |
Deferred Income Taxes | $ 50,941 | $ 55,002 |
Commitments and Contingencies (see Note 8) | ||
Iron Mountain Incorporated Stockholders' Equity: | ||
Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding) | $ 0 | $ 0 |
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 211,340,296 shares and 211,892,754 shares as of December 31, 2015 and March 31, 2016, respectively) | 2,119 | 2,113 |
Additional paid-in capital | 1,628,971 | 1,623,863 |
(Distributions in excess of earnings) Earnings in excess of distributions | (982,532) | (942,218) |
Accumulated other comprehensive items, net | (152,160) | (174,917) |
Total Iron Mountain Incorporated Stockholders' Equity | 496,398 | 508,841 |
Noncontrolling Interests | 24,746 | 19,766 |
Total Equity | 521,144 | 528,607 |
Total Liabilities and Equity | $ 6,422,309 | $ 6,350,587 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances (in dollars) | $ 28,683 | $ 31,447 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 400,000,000 | 400,000,000 |
Common stock, issued shares | 211,892,754 | 211,340,296 |
Common stock, outstanding shares | 211,892,754 | 211,340,296 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | Feb. 18, 2016 | Oct. 29, 2015 | Aug. 27, 2015 | May. 28, 2015 | Feb. 19, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Revenues: | |||||||
Storage rental | $ 461,211 | $ 458,872 | |||||
Service | 289,479 | 290,414 | |||||
Total Revenues | 750,690 | 749,286 | |||||
Operating Expenses: | |||||||
Cost of sales (excluding depreciation and amortization) | 326,105 | 321,654 | |||||
Selling, general and administrative | 207,766 | 196,414 | |||||
Depreciation and amortization | 87,204 | 85,951 | |||||
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net | (451) | 333 | |||||
Total Operating Expenses | 620,624 | 604,352 | |||||
Operating Income (Loss) | 130,066 | 144,934 | |||||
Interest Expense, Net (includes Interest Income of $814 and $1,287 for the three months ended March 31, 2015 and 2016, respectively) | 67,062 | 64,898 | |||||
Other Expense (Income), Net | (11,937) | 22,349 | |||||
Income (Loss) Before Provision (Benefit) for Income Taxes | 74,941 | 57,687 | |||||
Provision (Benefit) for Income Taxes | 11,900 | 15,948 | |||||
Net Income (Loss) | 63,041 | 41,739 | |||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 267 | 643 | |||||
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ 62,774 | $ 41,096 | |||||
Earnings (Losses) per Share—Basic: | |||||||
Net Income (Loss) | $ 0.30 | $ 0.20 | |||||
Net Income (Loss) Attributable to Iron Mountain Incorporated | 0.30 | 0.20 | |||||
Earnings (Losses) per Share-Diluted: | |||||||
Net Income (Loss) | 0.30 | 0.20 | |||||
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ 0.30 | $ 0.19 | |||||
Weighted Average Common Shares Outstanding-Basic (in shares) | 211,526 | 210,237 | |||||
Weighted Average Common Shares Outstanding-Diluted (in shares) | 212,471 | 212,249 | |||||
Dividends Declared per Common Share (in dollars per share) | $ 0.4850 | $ 0.4850 | $ 0.4750 | $ 0.4750 | $ 0.4750 | $ 0.4853 | $ 0.4747 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Interest Income | $ 1,287 | $ 814 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income (Loss) | $ 63,041 | $ 41,739 |
Other Comprehensive (Loss) Income: | ||
Foreign Currency Translation Adjustments | 23,978 | (56,175) |
Market Value Adjustments for Securities | (734) | 23 |
Total Other Comprehensive (Loss) Income | 23,244 | (56,152) |
Comprehensive (Loss) Income | 86,285 | (14,413) |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 754 | 542 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ 85,531 | $ (14,955) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Earnings in Excess of Distributions (Distributions in Excess of Earnings) | Accumulated Other Comprehensive Items, Net | Noncontrolling Interests |
Balance (in shares) at Dec. 31, 2014 | 209,818,812 | |||||
Balance at Dec. 31, 2014 | $ 869,955 | $ 2,098 | $ 1,588,841 | $ (659,553) | $ (75,031) | $ 13,600 |
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation | 1,994 | $ 7 | 1,987 | |||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares) | 708,425 | |||||
Parent cash dividends declared | (100,539) | (100,539) | ||||
Currency translation adjustment | (56,175) | (56,074) | (101) | |||
Market Value Adjustments for Securities | 23 | 23 | ||||
Net income (loss) | 41,739 | 41,096 | 643 | |||
Noncontrolling interests dividends | (495) | (495) | ||||
Balance at Mar. 31, 2015 | $ 756,502 | $ 2,105 | 1,590,828 | (718,996) | (131,082) | 13,647 |
Balance (in shares) at Mar. 31, 2015 | 210,527,237 | |||||
Balance (in shares) at Dec. 31, 2015 | 211,340,296 | 211,340,296 | ||||
Balance at Dec. 31, 2015 | $ 528,607 | $ 2,113 | 1,623,863 | (942,218) | (174,917) | 19,766 |
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation | 5,114 | $ 6 | 5,108 | |||
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares) | 552,458 | |||||
Parent cash dividends declared | (103,088) | (103,088) | ||||
Currency translation adjustment | 23,978 | 23,491 | 487 | |||
Market Value Adjustments for Securities | (734) | (734) | ||||
Net income (loss) | 63,041 | 62,774 | 267 | |||
Noncontrolling interests equity contributions | 1,299 | 1,299 | ||||
Noncontrolling interests dividends | (579) | (579) | ||||
Purchase of noncontrolling interests | 3,506 | 3,506 | ||||
Balance at Mar. 31, 2016 | $ 521,144 | $ 2,119 | $ 1,628,971 | $ (982,532) | $ (152,160) | $ 24,746 |
Balance (in shares) at Mar. 31, 2016 | 211,892,754 | 211,892,754 |
CONSOLIDATED STATEMENTS OF EQU8
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Tax benefit (charge) on issuance of shares under employee stock purchase plan and option plans and stock-based compensation | $ (348) | $ 231 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 63,041 | $ 41,739 |
Adjustments to reconcile net income (loss) to cash flows from operating activities: | ||
Depreciation | 75,390 | 74,791 |
Amortization (includes deferred financing costs and bond discount of $2,092 and $2,749, for the three months ended March 31, 2015 and 2016, respectively) | 14,563 | 13,252 |
Stock-based compensation expense | 6,885 | 6,856 |
(Benefit) Provision for deferred income taxes | (6,012) | (3,273) |
Loss (Gain) on disposal/write-down of property, plant and equipment, net (including real estate) | (451) | 333 |
Foreign currency transactions and other, net | (8,534) | 7,241 |
Changes in Assets and Liabilities (exclusive of acquisitions): | ||
Accounts receivable | (8,151) | 3,437 |
Prepaid expenses and other | 30,297 | 1,964 |
Accounts payable | (30,934) | (17,995) |
Accrued expenses and deferred revenue | (55,494) | (121,462) |
Other assets and long-term liabilities | 518 | (1,371) |
Cash Flows from Operating Activities | 81,118 | 5,512 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (80,852) | (74,776) |
Cash paid for acquisitions, net of cash acquired | (19,340) | (6,431) |
Decrease in restricted cash | 0 | 13,860 |
Acquisition of customer relationships | (6,132) | (4,862) |
Customer inducements | (1,126) | (4,381) |
Proceeds from sales of property and equipment and other, net (including real estate) | 169 | 410 |
Cash Flows from Investing Activities | (107,281) | (76,180) |
Cash Flows from Financing Activities: | ||
Repayment of revolving credit and term loan facilities and other debt | (2,384,215) | (2,282,261) |
Proceeds from revolving credit and term loan facilities and other debt | 2,509,845 | 2,450,403 |
Debt financing and equity contribution from noncontrolling interests | 1,299 | 0 |
Debt repayment and equity distribution to noncontrolling interests | (414) | (388) |
Parent cash dividends | (104,931) | (102,539) |
Net proceeds (payments) associated with employee stock-based awards | (1,975) | 4,364 |
Excess tax benefit (deficiency) from stock-based compensation | (348) | 231 |
Payment of debt financing and stock issuance costs | 0 | (947) |
Cash Flows from Financing Activities | 19,261 | 68,863 |
Effect of Exchange Rates on Cash and Cash Equivalents | (3,534) | (4,523) |
(Decrease) Increase in cash and cash equivalents | (10,436) | (6,328) |
Cash and cash equivalents, beginning of period | 128,381 | 125,933 |
Cash and cash equivalents, end of period | 117,945 | 119,605 |
Supplemental Information: | ||
Cash Paid for Interest | 83,942 | 90,339 |
Cash Paid (Refund Received) for Income Taxes, net | (3,211) | 10,560 |
Non-Cash Investing and Financing Activities: | ||
Capital Leases | 18,005 | 4,589 |
Accrued Capital Expenditures | 42,205 | 44,335 |
Dividends Payable | $ 3,736 | $ 4,183 |
CONSOLIDATED STATEMENTS OF CA10
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||
Deferred financing costs and bond discount included in Amortization | $ 2,749 | $ 2,092 |
General
General | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | The interim consolidated financial statements are presented herein and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Iron Mountain Incorporated, a Delaware corporation ("IMI"), and its subsidiaries ("we" or "us") store records, primarily physical records and data backup media, and provide information management services in various locations throughout North America, Europe, Latin America, Asia Pacific and Africa. We have a diversified customer base consisting of commercial, legal, banking, healthcare, accounting, insurance, entertainment and government organizations. The unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to those rules and regulations, but we believe that the disclosures included herein are adequate to make the information presented not misleading. The Consolidated Financial Statements and Notes thereto, which are included herein, should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2016 (our "Annual Report"). We have been organized and operating as a real estate investment trust for federal income tax purposes ("REIT") effective for our taxable year beginning January 1, 2014. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | This Note 2 to Notes to Consolidated Financial Statements provides information and disclosure regarding certain of our significant accounting policies and should be read in conjunction with Note 2 to Notes to Consolidated Financial Statements included in our Annual Report, which may provide additional information with regard to the accounting policies set forth herein and other of our significant accounting policies. a. Foreign Currency Local currencies are the functional currencies for our operations outside the United States, with the exception of certain foreign holding companies and our financing centers in Switzerland, whose functional currency is the United States dollar. In those instances where the local currency is the functional currency, assets and liabilities are translated at period-end exchange rates, and revenues and expenses are translated at average exchange rates for the applicable period. Resulting translation adjustments are reflected in the accumulated other comprehensive items, net component of Iron Mountain Incorporated Stockholders' Equity and Noncontrolling Interests in the accompanying Consolidated Balance Sheets. The gain or loss on foreign currency transactions, calculated as the difference between the historical exchange rate and the exchange rate at the applicable measurement date, including those related to (1) our previously outstanding 6 3 / 4 % Euro Senior Subordinated Notes due 2018 (the "6 3 / 4 % Notes"), (2) borrowings in certain foreign currencies under our revolving credit facility and (3) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested, are included in other expense (income), net, in the accompanying Consolidated Statements of Operations. Total loss (gain) on foreign currency transactions for the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Total loss (gain) on foreign currency transactions $ 22,266 $ (12,542 ) b. Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets We have selected October 1 as our annual goodwill impairment review date. We performed our most recent annual goodwill impairment review as of October 1, 2015 and concluded there was no impairment of goodwill at such date. As of December 31, 2015 and March 31, 2016 , no factors were identified that would alter our October 1, 2015 goodwill analysis. In making this assessment, we relied on a number of factors including operating results, business plans, anticipated future cash flows, transactions and marketplace data. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment. When changes occur in the composition of one or more reporting units, the goodwill is reassigned to the reporting units affected based on their relative fair values. Refer to our Annual Report for information regarding the composition of our reporting units as of December 31, 2015. The carrying value of goodwill, net for each of our reporting units as of December 31, 2015 was as follows: Carrying Value North American Records and Information Management(1) $ 1,342,723 North American Secure Shredding(1) 73,021 North American Data Management(2) 369,907 Adjacent Businesses - Data Centers(3) — Adjacent Businesses - Consumer Storage(3) 4,636 Adjacent Businesses - Fine Arts(3) 21,550 UKI(4) 260,202 Continental Western Europe(4) 63,442 Emerging Markets - Europe(5) 87,378 Latin America(5) 78,537 Australia(5) 47,786 Southeast Asia(5) 5,683 India(5) 6,113 Total $ 2,360,978 _______________________________________________________________________________ (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. The carrying value of goodwill, net for each of our reporting units as of March 31, 2016 is as follows: Carrying Value North American Records and Information Management $ 1,351,471 North American Secure Shredding 73,502 North American Data Management 372,264 Adjacent Businesses - Data Centers — Adjacent Businesses - Consumer Storage 4,636 Adjacent Businesses - Fine Arts 22,696 UKI 254,688 Continental Western Europe 67,777 Emerging Markets - Europe(1) 94,451 Latin America 84,178 Australia 50,328 Southeast Asia 5,705 Africa and India(2) 19,023 Total $ 2,400,719 _______________________________________________________________________________ (1) Included in this reporting unit at March 31, 2016 is the goodwill associated with our March 2016 acquisition of Archyvu Sistemos as more fully described in Note 4. (2) Included in this reporting unit at March 31, 2016 is the goodwill associated with our March 2016 acquisition of Docufile Holdings Proprietary Limited as more fully described in Note 4. The changes in the carrying value of goodwill attributable to each reportable operating segment for the three months ended March 31, 2016 are as follows: North American North American Western European Business Other International Business Corporate and Other Business Total Gross Balance as of December 31, 2015 $ 1,620,425 $ 423,606 $ 381,149 $ 225,626 $ 26,186 $ 2,676,992 Deductible goodwill acquired during the year — — — — — — Non-deductible goodwill acquired during the year — — — 15,729 — 15,729 Fair value and other adjustments(1) (175 ) — — (133 ) 1,146 838 Currency effects 9,868 2,473 (1,277 ) 12,593 — 23,657 Gross Balance as of March 31, 2016 $ 1,630,118 $ 426,079 $ 379,872 $ 253,815 $ 27,332 $ 2,717,216 Accumulated Amortization Balance as of December 31, 2015 $ 204,681 $ 53,699 $ 57,505 $ 129 $ — $ 316,014 Currency effects 464 116 (98 ) 1 — 483 Accumulated Amortization Balance as of March 31, 2016 $ 205,145 $ 53,815 $ 57,407 $ 130 $ — $ 316,497 Net Balance as of December 31, 2015 $ 1,415,744 $ 369,907 $ 323,644 $ 225,497 $ 26,186 $ 2,360,978 Net Balance as of March 31, 2016 $ 1,424,973 $ 372,264 $ 322,465 $ 253,685 $ 27,332 $ 2,400,719 Accumulated Goodwill Impairment Balance as of December 31, 2015 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 Accumulated Goodwill Impairment Balance as of March 31, 2016 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 _______________________________________________________________________________ (1) Total fair value and other adjustments primarily include net adjustments of $1,020 related to property, plant and equipment and customer relationships and acquisition costs, partially offset by $182 of cash received related to certain acquisitions completed in 2015. Finite-lived intangible assets Customer relationship intangible assets, which are acquired through either business combinations or acquisitions of customer relationships, are amortized over periods ranging from 10 to 30 years. The value of customer relationship intangible assets is calculated based upon estimates of their fair value utilizing an income approach based on the present value of expected future cash flows. Costs related to the acquisition of large volume accounts are capitalized. Free intake costs to transport boxes to one of our facilities, which include labor and transportation charges ("Move Costs"), are amortized over periods ranging from one to 30 years, and are included in the depreciation and amortization line item in the accompanying Consolidated Statements of Operations. Payments that are made to a customer's current records management vendor in order to terminate the customer's existing contract with that vendor, or direct payments to a customer ("Permanent Withdrawal Fees"), are amortized over periods ranging from one to 15 years and are included in the storage and service revenue line items in the accompanying Consolidated Statements of Operations. Move Costs and Permanent Withdrawal Fees are collectively referred to as "Customer Inducements". If the customer terminates its relationship with us, the unamortized carrying value of the Customer Inducement intangible asset is charged to expense or revenue. However, in the event of such termination, we generally collect, and record as income, permanent removal fees that generally equal or exceed the amount of the unamortized Customer Inducement intangible asset. Other intangible assets, including noncompetition agreements and trademarks, are capitalized and amortized over periods ranging from five to 10 years. The components of our finite-lived intangible assets as of December 31, 2015 and March 31, 2016 are as follows: December 31, 2015 March 31, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Customer relationship intangible assets and Customer Inducements $ 937,174 $ (333,860 ) $ 603,314 $ 969,963 $ (351,624 ) $ 618,339 Core Technology(1) 3,370 (3,370 ) — 3,442 (3,442 ) — Trademarks and Non-Compete Agreements(1) 7,741 (4,955 ) 2,786 8,122 (5,367 ) 2,755 Total $ 948,285 $ (342,185 ) $ 606,100 $ 981,527 $ (360,433 ) $ 621,094 _______________________________________________________________________________ (1) Included in Other, a component of Other Assets, net in the accompanying Consolidated Balance Sheets. Amortization expense associated with finite-lived intangible assets and deferred financing costs for the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Amortization expense associated with finite-lived intangible assets and deferred financing costs $ 13,252 $ 14,563 c. Stock-Based Compensation We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock units ("RSUs"), performance units ("PUs") and shares of stock issued under our employee stock purchase plan ("ESPP") (together, "Employee Stock-Based Awards"). Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations for the three months ended March 31, 2015 and 2016 was $6,856 ( $4,946 after tax or $0.02 per basic and diluted share) and $6,885 ( $4,914 after tax or $0.02 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations is as follows: Three Months Ended 2015 2016 Cost of sales (excluding depreciation and amortization) $ 45 $ 27 Selling, general and administrative expenses 6,811 6,858 Total stock-based compensation $ 6,856 $ 6,885 The benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as financing activities in the accompanying Consolidated Statements of Cash Flows. This requirement impacts reported operating cash flows and reported financing cash flows. As a result, net financing cash flows included $231 and $(348) for the three months ended March 31, 2015 and 2016 , respectively, from the benefit (deficiency) of tax deductions compared to recognized compensation cost. The tax benefit of any resulting excess tax deduction increases the Additional Paid-in Capital ("APIC") pool. Any resulting tax deficiency is deducted from the APIC pool. Stock Options A summary of our options outstanding by vesting terms is as follows: March 31, 2016 Options Outstanding % of Options Outstanding Three-year vesting period (ten year contractual life) 3,269,375 67.0 % Five-year vesting period (ten year contractual life) 1,339,548 27.4 % Ten-year vesting period (12 year contractual life) 271,138 5.6 % 4,880,061 The weighted average fair value of options granted for the three months ended March 31, 2015 and 2016 was $4.99 and $2.49 per share, respectively. These values were estimated on the date of grant using the Black-Scholes option pricing model. The weighted average assumptions used for grants in the respective period are as follows: Three Months Ended Weighted Average Assumptions 2015 2016 Expected volatility 28.6 % 27.2 % Risk-free interest rate 1.71 % 1.32 % Expected dividend yield 5 % 7 % Expected life 5.5 years 5.6 years Expected volatility is calculated utilizing daily historical volatility over a period that equates to the expected life of the option. The risk-free interest rate was based on the United States Treasury interest rates whose term is consistent with the expected life (estimated period of time outstanding) of the stock options. Expected dividend yield is considered in the option pricing model and represents our current annualized expected per share dividends over the current trade price of our common stock. The expected life of the stock options granted is estimated using the historical exercise behavior of employees. A summary of option activity for the three months ended March 31, 2016 is as follows: Options Weighted Weighted Average Outstanding at December 31, 2015 3,688,814 $ 27.79 Granted 1,408,788 33.88 Exercised (199,258 ) 22.51 Forfeited (10,526 ) 34.16 Expired (7,757 ) 26.88 Outstanding at March 31, 2016 4,880,061 $ 29.75 6.74 $ 29,299 Options exercisable at March 31, 2016 2,693,160 $ 25.27 4.58 $ 25,520 Options expected to vest 2,009,861 $ 35.28 9.39 $ 3,498 The aggregate intrinsic value of stock options exercised for the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Aggregate intrinsic value of stock options exercised $ 4,167 $ 1,433 Restricted Stock Units Under our various equity compensation plans, we may also grant RSUs. Our RSUs generally have a vesting period of between three and five years from the date of grant. However, RSUs granted to our non-employee directors in 2015 and thereafter vest immediately upon grant. All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. The fair value of RSUs is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero). Cash dividends accrued and paid on RSUs for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Cash dividends accrued on RSUs $ 670 $ 631 Cash dividends paid on RSUs 1,729 1,635 The fair value of RSUs vested during the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Fair value of RSUs vested $ 15,584 $ 14,978 A summary of RSU activity for the three months ended March 31, 2016 is as follows: RSUs Weighted- Non-vested at December 31, 2015 1,217,597 $ 33.68 Granted 550,285 30.71 Vested (447,641 ) 33.46 Forfeited (20,230 ) 35.33 Non-vested at March 31, 2016 1,300,011 $ 32.47 Performance Units Under our various equity compensation plans, we may also make awards of PUs. For the majority of outstanding PUs, the number of PUs earned is determined based on our performance against predefined targets of revenue or revenue growth and return on invested capital ("ROIC"). The number of PUs earned may range from 0% to 200% of the initial award. The number of PUs earned is determined based on our actual performance as compared to the targets at the end of a three -year performance period. Certain PUs that we grant will be earned based on a market condition associated with the total return on our common stock in relation to a subset of the Standard & Poor's 500 Index rather than the revenue growth and ROIC targets noted above. The number of PUs earned based on this market condition may range from 0% to 200% of the initial award. All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. PUs awarded to employees who terminate their employment during the three -year performance period and on or after attaining age 55 and completing 10 years of qualifying service are eligible for pro-rated vesting, subject to the actual achievement against the predefined targets as discussed above, based on the number of full years of service completed following the grant date (but delivery of the shares remains deferred). As a result, PUs are generally expensed over the three-year performance period. All PUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the settlement date of the associated PU and will be forfeited if the PU does not vest. Cash dividends accrued and paid on PUs for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Cash dividends accrued on PUs $ 211 $ 262 Cash dividends paid on PUs 1,015 645 During the three months ended March 31, 2016 , we issued 220,864 PUs. The majority of our PUs are earned based on our performance against revenue or revenue growth and ROIC targets during their applicable performance period; therefore, we forecast the likelihood of achieving the predefined revenue, revenue growth and ROIC targets in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the performance period) or the actual PUs earned (at the three-year anniversary of the grant date) over the vesting period for each of the awards. For PUs earned based on a market condition, we utilize a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value is expensed over the three-year performance period. As of March 31, 2016 , we expected 0% , 100% and 100% achievement of the predefined revenue, revenue growth and ROIC targets associated with the awards of PUs made in 2014 , 2015 and 2016 , respectively. The fair value of earned PUs that vested during the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Fair value of earned PUs that vested $ 2,063 $ 4,081 A summary of PU activity for the three months ended March 31, 2016 is as follows: Original PU Adjustment(1) Total Weighted- Non-vested at December 31, 2015 520,764 (86,959 ) 433,805 $ 34.11 Granted 220,864 — 220,864 35.09 Vested (112,581 ) — (112,581 ) 36.25 Forfeited/Performance or Market Conditions Not Achieved (2,106 ) (34,079 ) (36,185 ) 44.36 Non-vested at March 31, 2016 626,941 (121,038 ) 505,903 $ 33.33 _______________________________________________________________________________ (1) Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria or market condition achievement at the end of the performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets. Employee Stock Purchase Plan We offer an ESPP in which participation is available to substantially all United States and Canadian employees who meet certain service eligibility requirements. The price for shares purchased under the ESPP is 95% of the fair market price at the end of the offering period, without a look-back feature. As a result, we do not recognize compensation expense for the ESPP shares purchased. As of March 31, 2016 , we had 838,429 shares available under the ESPP. _______________________________________________________________________________ As of March 31, 2016 , unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $56,121 and is expected to be recognized over a weighted-average period of 2.3 years. We generally issue shares of our common stock for the exercises of stock options, RSUs, PUs and shares of our common stock under our ESPP from unissued reserved shares. d. Income (Loss) Per Share—Basic and Diluted Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as options, warrants or convertible securities) that were outstanding during the period, unless the effect is antidilutive. The calculation of basic and diluted income (loss) per share for the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Net income (loss) $ 41,739 $ 63,041 Net income (loss) attributable to Iron Mountain Incorporated $ 41,096 $ 62,774 Weighted-average shares—basic 210,237,000 211,526,000 Effect of dilutive potential stock options 1,223,330 482,388 Effect of dilutive potential RSUs and PUs 788,758 463,053 Weighted-average shares—diluted 212,249,088 212,471,441 Earnings (losses) per share—basic: Net income (loss) $ 0.20 $ 0.30 Net income (loss) attributable to Iron Mountain Incorporated $ 0.20 $ 0.30 Earnings (losses) per share—diluted: Net income (loss) $ 0.20 $ 0.30 Net income (loss) attributable to Iron Mountain Incorporated $ 0.19 $ 0.30 Antidilutive stock options, RSUs and PUs, excluded from the calculation 358,233 2,821,795 e. Income Taxes We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income between our qualified REIT subsidiaries and our domestic taxable REIT subsidiaries ("TRSs"), as well as between the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate. Our effective tax rate for the three months ended March 31, 2015 and 2016 was 27.6% and 15.9% respectively. The primary reconciling item between the federal statutory tax rate of 35% and our overall effective tax rate in the three months ended March 31, 2015 was differences in the rates of tax at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates. The primary reconciling items between the federal statutory tax rate of 35% and our overall effective tax rate in the three months ended March 31, 2016 were the benefit derived from the dividends paid deduction and differences in the rates of tax at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates. f. Concentrations of Credit Risk Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentrations of liquid investments as of December 31, 2015 and March 31, 2016 relate to cash and cash equivalents. At December 31, 2015 and March 31, 2016, we had time deposits with four global banks. We consider the global banks to be large, highly-rated investment-grade institutions. As of December 31, 2015 and March 31, 2016 , our cash and cash equivalents were $128,381 and $117,945 , respectively, including time deposits amounting to $18,645 and $29,611 , respectively. g. Fair Value Measurements Our financial assets or liabilities that are carried at fair value are required to be measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015 and March 31, 2016 , respectively, are as follows: Fair Value Measurements at Description Total Carrying Value at December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 18,645 $ — $ 18,645 $ — Trading Securities 10,371 9,514 (2) 857 (1) — Available-for-Sale Securities 624 624 (2) — — Fair Value Measurements at Description Total Carrying Value at March 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 29,611 $ — $ 29,611 $ — Trading Securities 9,242 8,760 (2) 482 (1) — _______________________________________________________________________________ (1) Time deposits and certain trading securities are measured based on quoted prices for similar assets and/or subsequent transactions. (2) Available-for-sale securities and certain trading securities are measured at fair value using quoted market prices. Disclosures are required in the financial statements for items measured at fair value on a non-recurring basis. We did not have any material items that are measured at fair value on a non-recurring basis at December 31, 2015 and March 31, 2016 , except goodwill calculated based on Level 3 inputs, as more fully disclosed in Note 2.b, and the assets and liabilities associated with acquisitions, as more fully disclosed in Note 4. The fair value of our long-term debt, which was determined based on either Level 1 inputs or Level 3 inputs, is disclosed in Note 5. Long-term debt is measured at cost in our Consolidated Balance Sheets as of December 31, 2015 and March 31, 2016 . h. Accumulated Other Comprehensive Items, Net The changes in accumulated other comprehensive items, net for the three months ended March 31, 2015 and 2016 , respectively, are as follows: Foreign Market Value Total Balance as of December 31, 2014 $ (76,010 ) $ 979 $ (75,031 ) Other comprehensive (loss) income: Foreign currency translation adjustments (56,074 ) — (56,074 ) Market value adjustment for securities — 23 23 Total other comprehensive (loss) income (56,074 ) 23 (56,051 ) Balance as of March 31, 2015 $ (132,084 ) $ 1,002 $ (131,082 ) Foreign Market Value Total Balance as of December 31, 2015 $ (175,651 ) $ 734 $ (174,917 ) Other comprehensive income (loss): Foreign currency translation adjustments 23,491 — 23,491 Market value adjustments for securities — (734 ) (734 ) Total other comprehensive income (loss) 23,491 (734 ) 22,757 Balance as of March 31, 2016 $ (152,160 ) $ — $ (152,160 ) i. Other Expense (Income), Net Other expense (income), net is as follows: Three Months Ended 2015 2016 Foreign currency transaction losses (gains), net $ 22,266 $ (12,542 ) Other, net 83 605 $ 22,349 $ (11,937 ) j. Property, Plant and Equipment and Long-Lived Assets During the three months ended March 31, 2015 and 2016 , we capitalized $6,040 and $3,403 of costs, respectively, associated with the development of internal use computer software projects. Consolidated loss on disposal/write-down of property, plant and equipment (excluding real estate), net for the three months ended March 31, 2015 was $333 , which was primarily associated with the write-off of certain property associated with our North American Records and Information Management Business segment. Consolidated gain on disposal/write-down of property, plant and equipment (excluding real estate), net for the three months ended March 31, 2016 was $451 , which was primarily associated with the retirement of leased vehicles accounted for as capital lease assets within our North American Records and Information Management Business segment. k. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 provides additional guidance for management to reassess revenue recognition as it relates to: (1) transfer of control, (2) variable consideration, (3) allocation of transaction price based on relative standalone selling price, (4) licenses, (5) time value of money and (6) contract costs. Further disclosures will be required to provide a better understanding of revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). ASU 2015-14 defers the effective date of ASU 2014-09 for one year, making it effective for us on January 1, 2018, with early adoption permitted as of January 1, 2017. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) (“ASU 2014-15”). ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles of current United States auditing standards. Specifically, the amendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is still present, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for us on January 1, 2017, with early adoption permitted. We do not believe that the adoption of ASU 2014-15 will have an impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015‑02”). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. We adopted ASU 2015-02 on January 1, 2016. The adoption of ASU 2015-02 did not impact our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). ASU No. 2015-17 eliminates the requirement for reporting entities to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, reporting entities will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. ASU 2015-17 is effective for us on January 1, 2017, with early adoption permitted. We are currently evaluating the impact ASU 2015-17 will have on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The pronouncement also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for us on January 1, 2018. We do not believe that the adoption of ASU 2016-01 will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Historically, we have entered into separate forward contracts to hedge our exposures in Euros, British pounds sterling and Australian dollars. As of December 31, 2015 and March 31, 2016 , however, we had no forward contracts outstanding. Net cash payments included in cash from operating activities related to settlements associated with foreign currency forward contracts for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Net cash payments $ 16,820 $ — Losses for our derivative instruments for the three months ended March 31, 2015 and 2016 are as follows: Amount of Loss Recognized in Three Months Ended March 31, Derivatives Not Designated as Location of Loss 2015 2016 Foreign exchange contracts Other expense (income), net $ 28,533 $ — Total $ 28,533 $ — We have designated a portion of our previously outstanding 6 3 / 4 % Notes and Euro denominated borrowings by IMI under our Revolving Credit Facility (discussed more fully in Note 5) as a hedge of net investment of certain of our Euro denominated subsidiaries. For the three months ended March 31, 2015 and 2016 , we designated, on average, 36,000 and 30,218 Euros, respectively, of the previously outstanding 6 3 / 4 % Notes and Euro denominated borrowings by IMI under our Revolving Credit Facility as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we recorded the following foreign exchange gains (losses), net of tax, related to the change in fair value of such debt due to currency translation adjustments, which is a component of accumulated other comprehensive items, net: Three Months Ended 2015 2016 Foreign exchange gains (losses) $ 4,930 $ (1,342 ) Less: Tax expense (benefit) on foreign exchange gains (losses) — — Foreign exchange gains (losses), net of tax $ 4,930 $ (1,342 ) As of March 31, 2016 , cumulative net gains of $15,754 , net of tax are recorded in accumulated other comprehensive items, net associated with this net investment hedge. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | We account for acquisitions using the acquisition method of accounting, and, accordingly, the assets and liabilities acquired were recorded at their estimated fair values and the results of operations for each acquisition have been included in our consolidated results from their respective acquisition dates. Cash consideration for our various acquisitions was primarily provided through borrowings under our credit facilities and cash equivalents on-hand. The unaudited pro forma results of operations (including revenue and earnings) for the current and prior periods are not presented due to the insignificant impact of the 2015 and 2016 acquisitions on our consolidated results of operations. In March 2016, we acquired a controlling interest in Docufile Holdings Proprietary Limited ("Docufile"), a storage and records management company with operations in South Africa, for approximately $15,000 . The acquisition of Docufile represents our entrance into Africa. In March 2016, in order to expand our presence in the Baltic region, we acquired the stock of Archyvu Sistemos, a storage and records management company with operations in Lithuania, Latvia and Estonia, for approximately $5,100 . A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for these acquisitions is as follows: Cash Paid (gross of cash acquired)(1) $ 20,089 Fair value of Noncontrolling Interests 3,506 Total Consideration 23,595 Fair Value of Identifiable Assets Acquired: Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other 3,239 Property, Plant and Equipment(2) 5,630 Customer Relationship Intangible Assets(3) 9,234 Liabilities Assumed and Deferred Income Taxes(4) (10,237 ) Total Fair Value of Identifiable Net Assets Acquired 7,866 Goodwill Initially Recorded $ 15,729 _______________________________________________________________________________ (1) Included in cash paid for acquisitions in the Consolidated Statement of Cash Flows for the three months ended March 31, 2016 is net cash acquired of $567 and other payments received of $182 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 2016 was 10 years . (4) Consists primarily of debt assumed, accrued expenses and deferred income taxes. Allocations of the purchase price paid for certain acquisitions made in 2016 were based on estimates of the fair value of net assets acquired and are subject to adjustment as additional information becomes available to us. We are not aware of any information that would indicate that the final purchase price allocations for these 2016 acquisitions will differ meaningfully from preliminary estimates. The purchase price allocations of these 2016 acquisitions are subject to finalization of the assessment of the fair value of intangible assets (primarily customer relationship intangible assets), property, plant and equipment (primarily building and racking structures), operating leases, contingencies and income taxes (primarily deferred income taxes). Pending Recall Acquisition On June 8, 2015, we entered into a binding Scheme Implementation Deed, as amended (the “Recall Agreement”), with Recall Holdings Limited (“Recall”) to acquire Recall (the “Recall Transaction”) by way of a recommended court approved Scheme of Arrangement (the “Scheme”). On April 21, 2016, the Scheme was approved by the Federal Court of Australia and registered with the Australian Securities and Investments Commission. Under the terms of the Recall Agreement, Recall shareholders are entitled to receive the Australian dollar equivalent of US $0.50 in cash for each outstanding share of Recall common stock (the “Cash Supplement”) as well as either (1) 0.1722 shares of our common stock for each Recall share or (2) 8.50 Australian dollars less the Australian dollar equivalent of US $0.50 in cash for each Recall share (the “Cash Election”). The Cash Election is subject to a proration mechanism that will cap the total amount of cash paid to Recall shareholders electing the Cash Election at 225,000 Australian dollars (the “Cash Election Cap”). Amounts paid to Recall shareholders that represent the Cash Supplement are excluded from the calculation of the Cash Election Cap. The deadline for making a Cash Election has passed, and a sufficient number of Recall shareholders have elected the Cash Election such that we will pay the Cash Election Cap. Therefore, upon closing of the Recall Transaction, we expect to issue approximately 50,700,000 shares of our common stock and, based on the exchange rate between the United States dollar and the Australian dollar as of April 27, 2016, pay approximately US $336,000 to Recall shareholders in connection with the Recall Transaction which, based on the closing price of our common stock as of April 27, 2016, would result in a total purchase price to Recall shareholders of approximately US $2,163,000 . Closing of the Recall Transaction (which is commonly referred to as the "Implementation of the Scheme" in Australia) was subject to customary closing conditions, all of which were satisfied or waived as of the date of filing of this Quarterly Report on Form 10-Q. Accordingly, we expect to close the Recall Transaction on May 2, 2016. Regulatory Approvals In connection with the Scheme, we sought regulatory approval of the Recall Transaction from the Australian Competition and Consumer Commission (the “ACCC”), the United States Department of Justice (the “DOJ”), the Canada Competition Bureau (the “CCB”), and the United Kingdom Competition and Markets Authority (the “CMA”). In March 2016, (i) the DOJ announced its approval of the Recall Transaction, on the basis that we will make certain divestments following the closing of the Recall Transaction; (ii) the ACCC announced that it will not oppose the Scheme, after accepting an undertaking from us pursuant to section 87B of the Australian Competition and Consumer Act 2010 (Cth) (the “ACCC Undertaking”); and (iii) the CCB announced that it has approved the Recall Transaction on the basis of the registration of a Consent Agreement with us pursuant to sections 92 and 105 of the Competition Act (R.S.C., 1985, c. C-34) (the “CCB Consent Agreement”). On January 14, 2016, the CMA referred the Recall Transaction for further investigation and report by a group of CMA panel members. The investigation and report would, among other things, determine whether the Recall Transaction may be expected to result in a substantial lessening of competition within the relevant United Kingdom markets (the “CMA Review”). The statutory deadline for completion of the CMA Review is June 29, 2016, with the provisional findings due in late April 2016. On March 30, 2016, the CMA announced its conditional consent for the Recall Transaction prior to the CMA’s issuance of its final decision following the CMA Review (the "CMA Consent"). Divestments & Management Pending Sale a. United States The DOJ’s approval of the Recall Transaction is subject to the following divestments being made by the combined company following the closing of the Recall Transaction: • Recall’s records and information management facilities, including all associated tangible and intangible assets, in the following 13 United States cities: Buffalo, New York; Charlotte, North Carolina; Detroit, Michigan; Durham, North Carolina; Greenville/Spartanburg, South Carolina; Kansas City, Kansas/Missouri; Nashville, Tennessee; Pittsburgh, Pennsylvania; Raleigh, North Carolina; Richmond, Virginia; San Antonio, Texas; Tulsa, Oklahoma; and San Diego, California (the “Initial United States Divestments”); and • Recall’s records and information management facility in Seattle, Washington and certain of Recall’s records and information management facilities in Atlanta, Georgia, including in each case associated tangible and intangible assets (the “Seattle/Atlanta Divestments”). The Initial United States Divestments and the Seattle/Atlanta Divestments (or collectively, the “United States Divestments”) will each be affected by way of a sale of the tangible and intangible assets associated with the relevant facilities, which include warehouse space as well as customer contracts. On March 31, 2016, we and Access CIG, LLC, a privately held provider of information management services throughout the United States ("Access CIG"), entered into an asset purchase agreement, pursuant to which Access CIG has agreed to acquire the Initial United States Divestments for approximately $80,000 , subject to adjustments (the "Initial United States Sale"). The Initial United States Sale is subject to customary closing conditions, and is expected to be completed shortly after the closing of the Recall Transaction; though we can provide no assurances that the closing conditions will be satisfied and that the Initial United States Sale will close. In addition, we are in discussions with potential buyers for the Seattle/Atlanta Divestments. We and Recall have agreed to place the assets and employees subject to the United States Divestments in a hold separate arrangement from the closing of the Recall Transaction until the United States Divestments are completed. b. Australia Pursuant to the ACCC Undertaking, we will divest the majority of our Australian operations as they exist prior to the closing of the Recall Transaction by way of a share sale, which effectively involves the sale of our Australian business other than our data management business throughout Australia and our records and information management business in the Northern Territory of Australia, except in relation to customers who have holdings in other Australian states or territories (the “Australia Divestment Business” and, with respect to the portion of our Australia business that is not subject to divestment, the “Australia Retained Business”). Pursuant to the ACCC Undertaking, we may only sell the Australia Divestment Business to a person who is independent of the combined company and has been approved by the ACCC (the “Approved Purchaser”). The ACCC Undertaking provides that we will sell the Australia Divestment Business within a set period of time following the closing of the Recall Transaction. If the sale of the Australia Divestment Business is not completed within that period, we must appoint an independent sale agent approved by the ACCC to affect the sale of the Australia Divestment Business. There is no minimum price at which the independent sale agent must sell the Australia Divestment Business. From the closing of the Recall Transaction, and until the Australia Divestment Business is sold to the Approved Purchaser, we will be required to preserve the Australia Divestment Business as a separate and independently viable going concern. In addition, from the closing of the Recall Transaction, and until the Australia Divestment Business is sold to the Approved Purchaser, the Australia Divestment Business will be managed by an independent manager selected by us and approved by the ACCC. c. Canada The CCB Consent Agreement will require the combined company to divest the following assets following the closing of the Recall Transaction: • Recall’s record and information management facilities, including associated tangible and intangible assets and employees, in Edmonton, Alberta and Montreal (Laval), Quebec and certain of Recall’s record and information management facilities, including all associated tangible and intangible assets and employees, in Calgary, Alberta and Toronto, Ontario, (the “Recall Canadian Divestments”); and • One of our records and information management facilities in Vancouver (Burnaby), British Columbia and two of our records and information management facilities in Ottawa, Ontario, including associated tangible and intangible assets and employees (the “Iron Mountain Canadian Divestments”). The Recall Canadian Divestments and the Iron Mountain Canadian Divestments (or collectively, the “Canadian Divestments”) will be affected by way of a sale of only the tangible and intangible assets associated with the relevant facilities, which include warehouse space as well as customer contracts. Under the CCB Consent Agreement, the assets subject of the Canadian Divestments will be acquired by a single buyer to be approved by the Commissioner of Competition (the “Commissioner”). Pursuant to the terms of the CCB Consent Agreement, in order to preserve the business of the Canadian Divestments, pending completion of the Canadian Divestments, the combined company must maintain the economic viability and marketability of the business of the Canadian Divestments, and we will be required to hold the Recall Canadian Divestments separate from those of the combined company’s other operations. In addition, the business of the Recall Canadian Divestments will be managed by an independent manager selected by us and approved by the Commissioner. d. United Kingdom The CMA has not yet indicated whether, and if so what, remedies might be appropriate should the outcome of the CMA Review be a decision that the Recall Transaction may be expected to result in a substantial lessening of competition within any of the relevant United Kingdom markets. Under the Enterprise Act 2002 (UK), the CMA has the power to order divestments in the United Kingdom by the combined company as an appropriate remedy. Those divestments may include the sale by the combined company of single facilities, the shares of subsidiaries that operate relevant assets or business units, or entire business units, including all associated assets and employees. The scope of any remedies ordered will depend on the geographic scope of any overlaps between our and Recall’s operations where the CMA considers there will be insufficient competition from third parties. The final outcome of the CMA Review will not impact our and Recall’s ability to complete the closing of the Recall Transaction, but may impact the combined company’s ongoing operations in the United Kingdom following the closing of the Recall Transaction. Pursuant to the CMA Consent, we and Recall have agreed to place the entire Recall business located in the United Kingdom in a hold separate arrangement from or prior to the closing of the Recall Transaction until the conclusion of the CMA Review (currently anticipated for June 29, 2016) and any subsequent period that might be required for the final implementation of any remedies that may be ordered by the CMA (the “Hold Separate Period”). Pursuant to the CMA Consent, during the Hold Separate Period, we and Recall have agreed to preserve Recall’s entire United Kingdom business as a separate and independent viable going concern, and to keep Recall’s entire United Kingdom business operationally and financially separate from our business as it existed prior to the closing of the Recall Transaction. Held for Sale & Discontinued Operations As of March 31, 2016, the assets and liabilities that comprised the Australian Divestment Business and the Iron Mountain Canadian Divestments (collectively, the “Iron Mountain Divestments”) did not meet the criteria for classification as held for sale. Based on the most current information available, we do not anticipate recognizing a significant gain or loss upon the closing of the sale of the Iron Mountain Divestments. Additionally, we do not anticipate that the Iron Mountain Divestments will meet the criteria to be reported as discontinued operations. We will determine whether the United States Divestments, the Recall Canadian Divestments, as well as any potential divestments that may be required in the United Kingdom based upon the outcome of the CMA Review (the “Recall & UK Divestments”) should be classified as discontinued operations based on whether or not the Recall & UK Divestments meet the criteria to be classified as held for sale as of the closing date of the Recall Transaction (or within a short period of time thereafter). |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Long-term debt is as follows: December 31, 2015 Debt (inclusive of discount and premium) Unamortized Deferred Financing Costs Carrying Amount Fair Revolving Credit Facility(1) $ 784,438 $ (9,410 ) $ 775,028 $ 784,438 Term Loan(1) 243,750 — 243,750 243,750 6% Senior Notes due 2020 (the "6% Notes due 2020")(2)(3)(4) 1,000,000 (16,124 ) 983,876 1,052,500 6 1 / 8 % CAD Senior Notes due 2021 (the "CAD Notes")(2)(5) 144,190 (1,924 ) 142,266 147,074 6 1 / 8 % GBP Senior Notes due 2022 (the "GBP Notes")(2)(4)(6) 592,140 (8,757 ) 583,383 606,944 6% Senior Notes due 2023 (the "6% Notes due 2023")(2)(3) 600,000 (8,420 ) 591,580 618,000 5 3 / 4 % Senior Subordinated Notes due 2024 (the "5 3 / 4 % Notes")(2)(3) 1,000,000 (11,902 ) 988,098 961,200 Real Estate Mortgages, Capital Leases and Other(7) 333,559 (1,070 ) 332,489 333,559 Accounts Receivable Securitization Program(8) 205,900 (692 ) 205,208 205,900 Total Long-term Debt 4,903,977 (58,299 ) 4,845,678 Less Current Portion (88,068 ) — (88,068 ) Long-term Debt, Net of Current Portion $ 4,815,909 $ (58,299 ) $ 4,757,610 March 31, 2016 Debt (inclusive of discount and premium) Unamortized Deferred Financing Costs Carrying Amount Fair Revolving Credit Facility(1) $ 929,134 $ (8,753 ) $ 920,381 $ 929,134 Term Loan(1) 240,625 — 240,625 240,625 6% Notes due 2020(2)(3)(4) 1,000,000 (15,276 ) 984,724 1,055,000 CAD Notes(2)(5) 154,230 (1,968 ) 152,262 158,086 GBP Notes(2)(4)(6) 574,760 (8,183 ) 566,577 582,462 6% Notes due 2023(2)(3) 600,000 (8,146 ) 591,854 633,000 5 3 / 4 % Notes(2)(3) 1,000,000 (11,559 ) 988,441 1,028,700 Real Estate Mortgages, Capital Leases and Other(7) 356,038 (1,017 ) 355,021 356,038 Accounts Receivable Securitization Program(8) 222,000 (615 ) 221,385 222,000 Total Long-term Debt 5,076,787 (55,517 ) 5,021,270 Less Current Portion (89,974 ) — (89,974 ) Long-term Debt, Net of Current Portion $ 4,986,813 $ (55,517 ) $ 4,931,296 ______________________________________________________________________________ (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 Revolving Credit Facility (defined below). The fair value (Level 3 of fair value hierarchy described at Note 2.g.) of these debt instruments approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio)), as of December 31, 2015 and March 31, 2016 , respectively. (2) The fair values (Level 1 of fair value hierarchy described at Note 2.g.) of these debt instruments are based on quoted market prices for these notes on December 31, 2015 and March 31, 2016 , 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 its direct and indirect 100% owned United States subsidiaries that represent the substantial majority of our United States operations (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. 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. See Note 6. (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. (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. (7) We believe the fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt approximates its carrying value. (8) The Special Purpose Subsidiaries are the obligors under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt approximates its carrying value. a. Credit Agreement On July 2, 2015, we entered into a new credit agreement (the "Credit Agreement") to refinance our then existing credit agreement which consisted of a revolving credit facility (the "Former Revolving Credit Facility") and a term loan and was scheduled to terminate on June 27, 2016. The Credit Agreement consists of a revolving credit facility (the "Revolving Credit Facility") and a term loan (the "Term Loan"). The Revolving Credit Facility is supported by a group of 25 banks and enables IMI and certain of its United States and foreign subsidiaries to borrow in United States dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling, Euros and Australian dollars, among other currencies) in an aggregate outstanding amount not to exceed $1,500,000 . The Term Loan is to be paid in quarterly installments in an amount equal to $3,125 per quarter, with the remaining balance due on July 3, 2019. The Credit Agreement includes an option to allow us to request additional commitments of up to $500,000 , in the form of term loans or through increased commitments under the Revolving Credit Facility, subject to the conditions as defined in the Credit Agreement. The Credit Agreement terminates on July 6, 2019, at which point all obligations become due, but may be extended by one year at our option, subject to the conditions set forth in the Credit Agreement. Borrowings under the Credit Agreement may be prepaid without penalty or premium, in whole or in part, at any time. IMI and the Guarantors guarantee all obligations under the Credit Agreement. The interest rate on borrowings under the Credit Agreement varies depending on our choice of interest rate and currency options, plus an applicable margin, which varies based on our consolidated leverage ratio. Additionally, the Credit Agreement requires the payment of a commitment fee on the unused portion of the Revolving Credit Facility, which fee ranges from between 0.25% to 0.4% based on our consolidated leverage ratio and fees associated with outstanding letters of credit. As of March 31, 2016, we had $929,134 and $240,625 of outstanding borrowings under the Revolving Credit Facility and the Term Loan, respectively. Of the $929,134 of outstanding borrowings under the Revolving Credit Facility, $583,000 was denominated in United States dollars, 172,000 was denominated in Canadian dollars, 139,650 was denominated in Euros and 71,600 was denominated in Australian dollars. In addition, we also had various outstanding letters of credit totaling $38,331 . The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2016, based on IMI's leverage ratio, the last 12 months' earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR"), other adjustments as defined in the Credit Agreement and current external debt, was $532,535 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Credit Agreement was 2.7% as of March 31, 2016. The average interest rate in effect under the Revolving Credit Facility was 2.8% and ranged from 2.3% to 4.8% as of March 31, 2016 and the interest rate in effect under the Term Loan as of March 31, 2016 was 2.7% . The Credit Agreement, our indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take certain other corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our indentures or other agreements governing our indebtedness. The Credit Agreement uses EBITDAR-based calculations as the primary measures of financial performance, including leverage and fixed charge coverage ratios. Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2015 and March 31, 2016, respectively, and our leverage ratio under our indentures as of December 31, 2015 and March 31, 2016, respectively, are as follows: December 31, 2015 March 31, 2016 Maximum/Minimum Allowable Net total lease adjusted leverage ratio 5.6 5.7 Maximum allowable of 6.5 Net secured debt lease adjusted leverage ratio 2.6 2.8 Maximum allowable of 4.0 Bond leverage ratio (not lease adjusted) 5.5 5.6 Maximum allowable of 6.5 Fixed charge coverage ratio 2.4 2.5 Minimum allowable of 1.5 As noted in the table above, our maximum allowable net total lease adjusted leverage ratio under the Credit Agreement is 6.5 . The Credit Agreement also contains a provision which limits, in certain circumstances, our dividends in any four consecutive fiscal quarters to 95% of Funds From Operations (as defined in the Credit Agreement) for such four fiscal quarters or, if greater, the amount that we would be required to pay in order to continue to be qualified for taxation as a REIT or to avoid the imposition of income or excise taxes on IMI. This limitation only is applicable when our net total lease adjusted leverage ratio exceeds 6.0 as measured as of the end of the most recently completed fiscal quarter. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity. Commitment fees and letters of credit fees, which are based on the unused balances under the Former Revolving Credit Facility, the Revolving Credit Facility and the Accounts Receivable Securitization Program (as defined below) for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Commitment fees and letters of credit fees $ 867 $ 685 b. Accounts Receivable Securitization Program In March 2015, we entered into a $250,000 accounts receivable securitization program (the "Accounts Receivable Securitization Program") involving several of our wholly owned subsidiaries and certain financial institutions. Under the Accounts Receivable Securitization Program, certain of our subsidiaries sell substantially all of their United States accounts receivable balances to our wholly owned special purpose entities, Iron Mountain Receivables QRS, LLC and Iron Mountain Receivables TRS, LLC (the "Special Purpose Subsidiaries"). The Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans obtained from certain financial institutions. The Special Purpose Subsidiaries are consolidated subsidiaries of IMI. The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and borrowings are presented as liabilities on our Consolidated Balance Sheets, (ii) our Consolidated Statements of Operations reflect the associated charges for bad debt expense related to pledged accounts receivable (a component of selling, general and administrative expenses) and reductions to revenue due to billing and service related credit memos issued to customers and related reserves, as well as interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows. Iron Mountain Information Management, LLC retains the responsibility of servicing the accounts receivable balances pledged as collateral in this transaction and IMI provides a performance guaranty. The Accounts Receivable Securitization Program terminates on March 6, 2018, at which point all obligations become due. The maximum availability allowed is limited by eligible accounts receivable, as defined under the terms of the Accounts Receivable Securitization Program. As of March 31, 2016 , the maximum availability allowed and amount outstanding under the Accounts Receivable Securitization Program was $ 222,000 . The interest rate in effect under the Accounts Receivable Securitization Program was 1.3% as of March 31, 2016 . Commitment fees at a rate of 40 basis points are charged on amounts made available but not borrowed under the Accounts Receivable Securitization Program. |
Selected Consolidated Financial
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | 3 Months Ended |
Mar. 31, 2016 | |
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | |
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | The following data summarizes the consolidating results of IMI on the equity method of accounting as of December 31, 2015 and March 31, 2016 and for the three months ended March 31, 2015 and 2016 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, CAD Notes and GBP Notes are guaranteed by the subsidiaries referred to below as the Guarantors. These subsidiaries are 100% owned by IMI. The guarantees are full and unconditional, as well as joint and several. Additionally, IMI guarantees the CAD Notes, which were issued by Canada Company, and the GBP Notes, which were issued by IME. Canada Company and IME do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes and the GBP Notes, including IME and the Special Purpose Subsidiaries but excluding Canada Company, are referred to below as the Non-Guarantors. In the normal course of business, we periodically change the ownership structure of our subsidiaries to meet the requirements of our business. In the event of such changes, we recast the prior period financial information within this footnote to conform to the current period presentation in the period such changes occur. Generally, these changes do not alter the designation of the underlying subsidiaries as Guarantors or Non-Guarantors. However, they may change whether the underlying subsidiary is owned by the Parent, a Guarantor, Canada Company or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below Consolidated Balance Sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below Consolidated Statements of Operations and Comprehensive (Loss) Income with respect to the relevant Parent, Guarantors, Canada Company, Non-Guarantors and Eliminations columns also would change. CONSOLIDATED BALANCE SHEETS December 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 151 $ 6,472 $ 13,182 $ 108,576 $ — $ 128,381 Accounts receivable — 14,069 30,428 519,904 — 564,401 Intercompany receivable — 1,038,141 — — (1,038,141 ) — Other current assets 898 106,670 2,305 55,286 (29 ) 165,130 Total Current Assets 1,049 1,165,352 45,915 683,766 (1,038,170 ) 857,912 Property, Plant and Equipment, Net 661 1,600,886 137,100 758,511 — 2,497,158 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,255,049 1,869 — — (3,256,918 ) — Investment in subsidiaries 797,666 459,429 27,731 2,862 (1,287,688 ) — Goodwill — 1,618,593 152,975 589,410 — 2,360,978 Other 623 392,987 22,637 218,292 — 634,539 Total Other Assets, Net 4,053,338 2,472,878 203,343 810,564 (4,544,606 ) 2,995,517 Total Assets $ 4,055,048 $ 5,239,116 $ 386,358 $ 2,252,841 $ (5,582,776 ) $ 6,350,587 Liabilities and Equity Intercompany Payable $ 879,649 $ — $ 5,892 $ 152,600 $ (1,038,141 ) $ — Current Portion of Long-Term Debt — 41,159 — 46,938 (29 ) 88,068 Total Other Current Liabilities 56,740 454,924 26,804 215,295 — 753,763 Long-Term Debt, net of current portion 2,608,818 674,190 284,798 1,189,804 — 4,757,610 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,255,049 869 — (3,256,918 ) — Other Long-term Liabilities — 115,950 37,402 69,187 — 222,539 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 508,841 697,844 30,593 559,251 (1,287,688 ) 508,841 Noncontrolling Interests — — — 19,766 — 19,766 Total Equity 508,841 697,844 30,593 579,017 (1,287,688 ) 528,607 Total Liabilities and Equity $ 4,055,048 $ 5,239,116 $ 386,358 $ 2,252,841 $ (5,582,776 ) $ 6,350,587 CONSOLIDATED BALANCE SHEETS (Continued) March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 554 $ 3,570 $ 3,983 $ 109,838 $ — $ 117,945 Accounts receivable — 9,481 30,627 534,609 — 574,717 Intercompany receivable — 1,163,774 — — (1,163,774 ) — Other current assets 1,755 63,762 2,873 70,873 (29 ) 139,234 Total Current Assets 2,309 1,240,587 37,483 715,320 (1,163,803 ) 831,896 Property, Plant and Equipment, Net 617 1,615,683 144,400 778,604 — 2,539,304 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,329,498 1,000 — — (3,330,498 ) — Investment in subsidiaries 853,087 513,389 31,083 7,329 (1,404,888 ) — Goodwill — 1,617,970 163,498 619,251 — 2,400,719 Other — 391,495 24,080 234,815 — 650,390 Total Other Assets, Net 4,182,585 2,523,854 218,661 861,395 (4,735,386 ) 3,051,109 Total Assets $ 4,185,511 $ 5,380,124 $ 400,544 $ 2,355,319 $ (5,899,189 ) $ 6,422,309 Liabilities and Equity Intercompany Payable $ 1,038,139 $ — $ 4,656 $ 120,979 $ (1,163,774 ) $ — Current Portion of Long-Term Debt — 38,887 — 51,116 (29 ) 89,974 Total Other Current Liabilities 46,344 397,180 24,700 190,295 — 658,519 Long-Term Debt, net of current portion 2,603,630 764,668 290,847 1,272,151 — 4,931,296 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,329,498 — — (3,330,498 ) — Other Long-term Liabilities — 98,954 41,929 80,493 — 221,376 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 496,398 750,937 38,412 615,539 (1,404,888 ) 496,398 Noncontrolling Interests — — — 24,746 — 24,746 Total Equity 496,398 750,937 38,412 640,285 (1,404,888 ) 521,144 Total Liabilities and Equity $ 4,185,511 $ 5,380,124 $ 400,544 $ 2,355,319 $ (5,899,189 ) $ 6,422,309 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 304,592 $ 30,868 $ 123,412 $ — $ 458,872 Service — 180,865 16,557 92,992 — 290,414 Intercompany service — 352 — 16,419 (16,771 ) — Total Revenues — 485,809 47,425 232,823 (16,771 ) 749,286 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 196,661 7,165 117,828 — 321,654 Selling, general and administrative 73 132,192 4,167 59,982 — 196,414 Intercompany service charges — — 16,419 352 (16,771 ) — Depreciation and amortization 46 55,403 3,052 27,450 — 85,951 Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net — 322 — 11 — 333 Total Operating Expenses 119 384,578 30,803 205,623 (16,771 ) 604,352 Operating (Loss) Income (119 ) 101,231 16,622 27,200 — 144,934 Interest Expense (Income), Net 39,170 (6,677 ) 8,203 24,202 — 64,898 Other (Income) Expense, Net (2,038 ) 1,383 (127 ) 23,131 — 22,349 (Loss) Income Before Provision (Benefit) for Income Taxes (37,251 ) 106,525 8,546 (20,133 ) — 57,687 Provision (Benefit) for Income Taxes — 9,702 3,063 3,183 — 15,948 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (78,347 ) 18,740 (1,059 ) (5,483 ) 66,149 — Net Income (Loss) 41,096 78,083 6,542 (17,833 ) (66,149 ) 41,739 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 643 — 643 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 41,096 $ 78,083 $ 6,542 $ (18,476 ) $ (66,149 ) $ 41,096 Net Income (Loss) $ 41,096 $ 78,083 $ 6,542 $ (17,833 ) $ (66,149 ) $ 41,739 Other Comprehensive (Loss) Income: Foreign Currency Translation Adjustments 4,930 — (7,940 ) (53,165 ) — (56,175 ) Market Value Adjustments for Securities — 23 — — — 23 Equity in Other Comprehensive (Loss) Income of Subsidiaries (60,981 ) (60,896 ) (3,007 ) (7,940 ) 132,824 — Total Other Comprehensive (Loss) Income (56,051 ) (60,873 ) (10,947 ) (61,105 ) 132,824 (56,152 ) Comprehensive (Loss) Income (14,955 ) 17,210 (4,405 ) (78,938 ) 66,675 (14,413 ) Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 542 — 542 Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated $ (14,955 ) $ 17,210 $ (4,405 ) $ (79,480 ) $ 66,675 $ (14,955 ) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Three Months Ended March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 308,997 $ 27,605 $ 124,609 $ — $ 461,211 Service — 185,307 14,642 89,530 — 289,479 Intercompany service — 1,013 — 17,345 (18,358 ) — Total Revenues — 495,317 42,247 231,484 (18,358 ) 750,690 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 202,538 6,790 116,777 — 326,105 Selling, general and administrative 72 148,633 3,373 55,688 — 207,766 Intercompany service charges — 3,354 13,991 1,013 (18,358 ) — Depreciation and amortization 45 56,253 3,079 27,827 — 87,204 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (570 ) 6 113 — (451 ) Total Operating Expenses 117 410,208 27,239 201,418 (18,358 ) 620,624 Operating (Loss) Income (117 ) 85,109 15,008 30,066 — 130,066 Interest Expense (Income), Net 39,984 (8,530 ) 10,034 25,574 — 67,062 Other Expense (Income), Net 886 3,482 (20 ) (16,285 ) — (11,937 ) (Loss) Income Before Provision (Benefit) for Income Taxes (40,987 ) 90,157 4,994 20,777 — 74,941 Provision (Benefit) for Income Taxes — 8,860 1,866 1,174 — 11,900 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (103,761 ) (22,930 ) (1,371 ) (3,128 ) 131,190 — Net Income (Loss) 62,774 104,227 4,499 22,731 (131,190 ) 63,041 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 267 — 267 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 62,774 $ 104,227 $ 4,499 $ 22,464 $ (131,190 ) $ 62,774 Net Income (Loss) $ 62,774 $ 104,227 $ 4,499 $ 22,731 $ (131,190 ) $ 63,041 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (1,342 ) — 1,789 23,531 — 23,978 Market Value Adjustments for Securities — (734 ) — — — (734 ) Equity in Other Comprehensive Income (Loss) of Subsidiaries 24,099 24,099 661 1,789 (50,648 ) — Total Other Comprehensive Income (Loss) 22,757 23,365 2,450 25,320 (50,648 ) 23,244 Comprehensive Income (Loss) 85,531 127,592 6,949 48,051 (181,838 ) 86,285 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 754 — 754 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 85,531 $ 127,592 $ 6,949 $ 47,297 $ (181,838 ) $ 85,531 CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities $ (45,978 ) $ 44,864 $ 3,636 $ 2,990 $ — $ 5,512 Cash Flows from Investing Activities: Capital expenditures — (46,452 ) (3,774 ) (24,550 ) — (74,776 ) Cash paid for acquisitions, net of cash acquired — (684 ) 106 (5,853 ) — (6,431 ) Intercompany loans to subsidiaries 132,692 79,946 — — (212,638 ) — Investment in subsidiaries (5,000 ) (5,000 ) — — 10,000 — Increase in restricted cash 13,860 — — — — 13,860 Acquisitions of customer relationships and customer inducements — (7,990 ) (668 ) (585 ) — (9,243 ) Proceeds from sales of property and equipment and other, net (including real estate) — 160 6 244 — 410 Cash Flows from Investing Activities 141,552 19,980 (4,330 ) (30,744 ) (202,638 ) (76,180 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt — (1,894,836 ) (159,145 ) (228,280 ) — (2,282,261 ) Proceeds from revolving credit and term loan facilities and other debt — 1,823,900 161,962 464,541 — 2,450,403 Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — — (388 ) — (388 ) Intercompany loans from parent — 4,638 79 (217,355 ) 212,638 — Equity contribution from parent — 5,000 — 5,000 (10,000 ) — Parent cash dividends (102,539 ) — — — — (102,539 ) Net proceeds (payments) associated with employee stock-based awards 4,364 — — — — 4,364 Excess tax benefit (deficiency) from stock-based compensation 231 — — — — 231 Payment of debt financing and stock issuance costs (29 ) (864 ) — (54 ) — (947 ) Cash Flows from Financing Activities (97,973 ) (62,162 ) 2,896 23,464 202,638 68,863 Effect of exchange rates on cash and cash equivalents — — (61 ) (4,462 ) — (4,523 ) (Decrease) Increase in cash and cash equivalents (2,399 ) 2,682 2,141 (8,752 ) — (6,328 ) Cash and cash equivalents, beginning of period 2,399 4,713 4,979 113,842 — 125,933 Cash and cash equivalents, end of period $ — $ 7,395 $ 7,120 $ 105,090 $ — $ 119,605 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Three Months Ended March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities $ (48,737 ) $ 120,988 $ 6,477 $ 2,390 $ — $ 81,118 Cash Flows from Investing Activities: Capital expenditures — (60,389 ) (1,007 ) (19,456 ) — (80,852 ) Cash paid for acquisitions, net of cash acquired — — 130 (19,470 ) — (19,340 ) Intercompany loans to subsidiaries 166,442 31,987 — — (198,429 ) — Investment in subsidiaries (1,585 ) (1,585 ) — — 3,170 — Acquisitions of customer relationships and customer inducements — (4,733 ) — (2,525 ) — (7,258 ) Proceeds from sales of property and equipment and other, net (including real estate) — 50 — 119 — 169 Cash Flows from Investing Activities 164,857 (34,670 ) (877 ) (41,332 ) (195,259 ) (107,281 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt (8,463 ) (1,422,539 ) (383,896 ) (569,317 ) — (2,384,215 ) Proceeds from revolving credit and term loan facilities and other debt — 1,500,499 370,816 638,530 — 2,509,845 Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — — 885 — 885 Intercompany loans from parent — (168,765 ) (1,111 ) (28,553 ) 198,429 — Equity contribution from parent — 1,585 — 1,585 (3,170 ) — Parent cash dividends (104,931 ) — — — — (104,931 ) Net (payments) proceeds associated with employee stock-based awards (1,975 ) — — — — (1,975 ) Excess tax (deficiency) benefit from stock-based compensation (348 ) — — — — (348 ) Cash Flows from Financing Activities (115,717 ) (89,220 ) (14,191 ) 43,130 195,259 19,261 Effect of exchange rates on cash and cash equivalents — — (608 ) (2,926 ) — (3,534 ) Increase (Decrease) in cash and cash equivalents 403 (2,902 ) (9,199 ) 1,262 — (10,436 ) Cash and cash equivalents, beginning of period 151 6,472 13,182 108,576 — 128,381 Cash and cash equivalents, end of period $ 554 $ 3,570 $ 3,983 $ 109,838 $ — $ 117,945 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | During the fourth quarter of 2015, as a result of changes in the senior management of our business in Norway, we determined that our Norway operations are now being managed as a component of our Other International Business segment rather than as a component of our Western European Business segment. As a result of this change, previously reported segment information has been restated to conform to the current presentation. Our five reportable operating segments are described as follows: • North American Records and Information Management Business—provides storage and information management services, including the storage of physical records, including 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”); and document management solutions("DMS") throughout the United States and Canada; as well as fulfillment services and technology escrow services in the United States. • North American Data Management Business—provides storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier operations (“Data Protection & Recovery”); server and computer backup services; 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, throughout the United States and Canada. • Western European Business—provides storage and information management services, including Records Management, Data Protection & Recovery and DMS throughout the United Kingdom, Ireland, Austria, Belgium, France, Germany, Netherlands, Spain and Switzerland. • Other International Business—provides storage and information management services throughout the remaining European countries in which we operate, Latin America, Asia Pacific and Africa, 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 markets in India, Singapore, Hong Kong‑SAR and China. Our African operations provide Records Management and DMS in South Africa. • Corporate and Other Business—primarily consists of our data center and fine art storage businesses in the United States, the primary product offerings of our Adjacent Businesses operating 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. An analysis of our business segment information and reconciliation to the accompanying Consolidated Financial Statements is as follows: North American North American Western European Business Other International Business Corporate Business Total As of and for the Three Months Ended March 31, 2015 Total Revenues $ 442,687 $ 97,235 $ 99,065 $ 105,738 $ 4,561 $ 749,286 Depreciation and Amortization 45,303 5,344 11,281 14,423 9,600 85,951 Depreciation 40,336 5,284 9,828 9,790 9,553 74,791 Amortization 4,967 60 1,453 4,633 47 11,160 Adjusted OIBDA 181,480 51,288 29,032 21,256 (51,838 ) 231,218 Total Assets (1)(2) 3,623,905 648,507 864,002 933,366 256,613 6,326,393 Expenditures for Segment Assets 42,375 4,949 7,588 22,548 12,990 90,450 Capital Expenditures 33,180 4,907 4,410 19,289 12,990 74,776 Cash Paid for Acquisitions, Net of Cash Acquired 600 (21 ) 2,819 3,033 — 6,431 Acquisitions of Customer Relationships and Customer Inducements 8,595 63 359 226 — 9,243 As of and for the Three Months Ended March 31, 2016 Total Revenues 444,681 96,343 93,876 101,341 14,449 750,690 Depreciation and Amortization 45,350 5,670 11,251 14,286 10,647 87,204 Depreciation 40,255 5,422 8,671 10,902 10,140 75,390 Amortization 5,095 248 2,580 3,384 507 11,814 Total Assets (1) 3,630,250 640,401 856,595 976,389 318,674 6,422,309 Adjusted OIBDA 176,557 53,460 31,946 21,576 (48,393 ) 235,146 Expenditures for Segment Assets 46,666 4,827 6,060 32,156 17,741 107,450 Capital Expenditures 42,088 4,827 4,059 12,162 17,716 80,852 Cash Paid for Acquisitions, Net of Cash Acquired (130 ) — — 19,470 — 19,340 Acquisitions of Customer Relationships and Customer Inducements 4,708 — 2,001 524 25 7,258 _______________________________________________________________________________ (1) Excludes all intercompany receivables or payables and investment in subsidiary balances. (2) During the fourth quarter of 2015, we adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than an asset. Total assets as of March 31, 2015 for the Western European Business, Other International Business and Corporate and Other Business segments have been reduced by $9,650 , $843 , and $34,568 , respectively, to reflect the adoption of ASU 2015-03. The accounting policies of the reportable segments are the same as those described in Note 2 in Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and in our Annual Report. Adjusted OIBDA for each segment is defined as operating income before depreciation, amortization, intangible impairments, (gain) loss on disposal/write-down of property, plant and equipment (excluding real estate), net, 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") and Recall Costs (as defined below) directly attributable to the segment. Internally, we use Adjusted OIBDA as the basis for evaluating the performance of, and allocating resources to, our operating segments. A reconciliation of Adjusted OIBDA to income (loss) before provision (benefit) for income taxes on a consolidated basis is as follows: Three Months Ended 2015 2016 Adjusted OIBDA $ 231,218 $ 235,146 Less: Depreciation and Amortization 85,951 87,204 Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net 333 (451 ) Recall Costs(1) — 18,327 Interest Expense, Net 64,898 67,062 Other Expense (Income), Net 22,349 (11,937 ) Income (Loss) before Provision (Benefit) for Income Taxes $ 57,687 $ 74,941 _______________________________________________________________________________ (1) Includes operating expenditures associated with our pending acquisition of Recall, including costs to complete the Recall Transaction, including advisory and professional fees, as well as costs to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion, system upgrade costs and costs to complete the divestments required in connection with receipt of regulatory approval and to provide transitional services required to support the divested businesses during a transition period ("Recall Costs"). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | a. Litigation—General We are involved in litigation from time to time in the ordinary course of business. A portion of the defense and/or settlement costs associated with such litigation is covered by various commercial liability insurance policies purchased by us and, in limited cases, indemnification from third parties. The matters described below represent our significant loss contingencies. We have evaluated each matter and, if both probable and estimable, accrued an amount that represents our estimate of any probable loss associated with such matter. In addition, we have estimated a reasonably possible range for all loss contingencies including those described below. We believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional $6,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangements. b. Italy Fire On November 4, 2011, we experienced a fire at a facility we leased in Aprilia, Italy. The facility primarily stored archival and inactive business records for local area businesses. Despite quick response by local fire authorities, damage to the building was extensive, and the building and its contents were a total loss. We have been sued by five customers. Three of those lawsuits have been settled and two remain pending, including a claim asserted by Azienda per i Transporti Autoferrotranviari del Comune di Roma, S.p.A, seeking 42,600 Euros for the loss of its current and historical archives. We have also received correspondence from other affected customers, including certain customers demanding payment under various theories of liability. Although our warehouse legal liability insurer has reserved its rights to contest coverage related to certain types of potential claims, we believe we carry adequate insurance. We deny any liability with respect to the fire and we have referred these claims to our warehouse legal liability insurer for an appropriate response. We do not expect that this event will have a material impact on our consolidated financial condition, results of operations or cash flows. We sold our Italian operations on April 27, 2012, and we indemnified the buyers related to certain obligations and contingencies associated with the fire. As a result of the sale of the Italian operations, any future statement of operations and cash flow impacts related to the fire will be reflected as discontinued operations. c. Argentina Fire On February 5, 2014, we experienced a fire at a facility we own in Buenos Aires, Argentina. As a result of the quick response by local fire authorities, the fire was contained before the entire facility was destroyed, and all employees were safely evacuated; however, a number of first responders lost their lives, or in some cases, were severely injured. The cause of the fire is currently being investigated. We believe we carry adequate insurance and do not expect that this event will have a material impact to our consolidated financial condition, results of operations or cash flows. Revenues from our operations at this facility represent less than 0.5% of our consolidated revenues. |
Stockholders' Equity Matters
Stockholders' Equity Matters | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Matters | Our board of directors has adopted a dividend policy under which we have paid, and in the future intend to pay, quarterly cash dividends on our common stock. The amount and timing of future dividends will continue to be subject to the approval of our board of directors, in its sole discretion, and to applicable legal requirements. In fiscal year 2015 and in the first three months of 2016 , our board of directors declared the following dividends: Declaration Date Dividend Record Date Total Payment Date 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 October 29, 2015 0.4850 December 1, 2015 102,438 December 15, 2015 February 18, 2016 0.4850 March 7, 2016 102,651 March 21, 2016 |
Transformation Initiative
Transformation Initiative | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Overhead Optimization Plan | During the third quarter of 2015, we implemented a plan that calls for certain organizational realignments to reduce our overhead costs, particularly in our developed markets, in order to optimize our selling, general and administrative cost structure and to support investments to advance our growth strategy (the “Transformation Initiative”), which is expected to be completed by the end of 2017. As a result of the Transformation Initiative, we recorded a charge of $5,743 for the three months ended March 31, 2016, primarily related to employee severance and associated benefits. Costs included in the accompanying Consolidated Statements of Operations associated with the Transformation Initiative are as follows: Three Months Ended March 31, 2015 2016 Cost of sales (excluding depreciation and amortization) $ — $ — Selling, general and administrative expenses — 5,743 Total $ — $ 5,743 Costs recorded by segment associated with the Transformation Initiative are as follows: Three Months Ended 2015 2016 North American Records and Information Management Business $ — $ 2,289 North American Data Management Business — 395 Western European Business — 204 Other International Business — — Corporate and Other Business — 2,855 Total $ — $ 5,743 Through March 31, 2016, we have recorded cumulative charges to our Consolidated Statements of Operations associated with the Transformation Initiative of $15,910 . As of March 31, 2016 , we had accrued $3,174 related to the Transformation Initiative. We expect that this liability will be paid throughout the second and third quarters of 2016. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | In order to provide a portion of the financing necessary to close the Recall Transaction, we entered into a commitment letter dated April 19, 2016 (the "Commitment Letter") with JPMorgan Chase Bank, N.A., as a lender and administrative agent, and the other lenders party thereto (the "Lenders"), pursuant to which the Lenders have committed to provide us an unsecured bridge term loan facility of up to $850,000 (the "Bridge Facility"). The Bridge Facility will have a maturity date of the earlier of (i) twelve months from the date of first borrowing under the Bridge Facility, which may be extended by one year subject to the payment of an extension fee and meeting certain other conditions and (ii) if the Recall Transaction has not been consummated, July 30, 2016. Borrowings under the Bridge Facility will bear interest at an annual rate equal to, at our option, LIBOR or the applicable base rate plus a margin during the first three months equal to (i) in the case of LIBOR borrowings, 3.25% , or (ii) in the case of applicable base rate borrowings, 2.25% . Thereafter, the margin for each subsequent three month period increases by 0.5% over the applicable margin in effect for the immediately preceding three month period. The closing of the Bridge Facility and the availability of the loans thereunder are subject to the satisfaction of certain conditions as provided in the Commitment Letter. The definitive loan documentation for the Bridge Facility will contain certain customary representations and warranties, affirmative, negative and financial covenants and events of default consistent with the terms set forth in the Commitment Letter and otherwise substantially similar to the terms set forth in our Credit Agreement, in all material respects unless otherwise mutually and reasonably agreed. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Foreign Currency Transactions and Translations | a. Foreign Currency Local currencies are the functional currencies for our operations outside the United States, with the exception of certain foreign holding companies and our financing centers in Switzerland, whose functional currency is the United States dollar. In those instances where the local currency is the functional currency, assets and liabilities are translated at period-end exchange rates, and revenues and expenses are translated at average exchange rates for the applicable period. Resulting translation adjustments are reflected in the accumulated other comprehensive items, net component of Iron Mountain Incorporated Stockholders' Equity and Noncontrolling Interests in the accompanying Consolidated Balance Sheets. The gain or loss on foreign currency transactions, calculated as the difference between the historical exchange rate and the exchange rate at the applicable measurement date, including those related to (1) our previously outstanding 6 3 / 4 % Euro Senior Subordinated Notes due 2018 (the "6 3 / 4 % Notes"), (2) borrowings in certain foreign currencies under our revolving credit facility and (3) certain foreign currency denominated intercompany obligations of our foreign subsidiaries to us and between our foreign subsidiaries, which are not considered permanently invested, are included in other expense (income), net, in the accompanying Consolidated Statements of Operations. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets We have selected October 1 as our annual goodwill impairment review date. We performed our most recent annual goodwill impairment review as of October 1, 2015 and concluded there was no impairment of goodwill at such date. As of December 31, 2015 and March 31, 2016 , no factors were identified that would alter our October 1, 2015 goodwill analysis. In making this assessment, we relied on a number of factors including operating results, business plans, anticipated future cash flows, transactions and marketplace data. There are inherent uncertainties related to these factors and our judgment in applying them to the analysis of goodwill impairment. When changes occur in the composition of one or more reporting units, the goodwill is reassigned to the reporting units affected based on their relative fair values. |
Stock-Based Compensation | Stock-Based Compensation We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock units ("RSUs"), performance units ("PUs") and shares of stock issued under our employee stock purchase plan ("ESPP") (together, "Employee Stock-Based Awards"). Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations for the three months ended March 31, 2015 and 2016 was $6,856 ( $4,946 after tax or $0.02 per basic and diluted share) and $6,885 ( $4,914 after tax or $0.02 per basic and diluted share), respectively. Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations is as follows: Three Months Ended 2015 2016 Cost of sales (excluding depreciation and amortization) $ 45 $ 27 Selling, general and administrative expenses 6,811 6,858 Total stock-based compensation $ 6,856 $ 6,885 The benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as financing activities in the accompanying Consolidated Statements of Cash Flows. This requirement impacts reported operating cash flows and reported financing cash flows. As a result, net financing cash flows included $231 and $(348) for the three months ended March 31, 2015 and 2016 , respectively, from the benefit (deficiency) of tax deductions compared to recognized compensation cost. The tax benefit of any resulting excess tax deduction increases the Additional Paid-in Capital ("APIC") pool. Any resulting tax deficiency is deducted from the APIC pool. Stock Options A summary of our options outstanding by vesting terms is as follows: March 31, 2016 Options Outstanding % of Options Outstanding Three-year vesting period (ten year contractual life) 3,269,375 67.0 % Five-year vesting period (ten year contractual life) 1,339,548 27.4 % Ten-year vesting period (12 year contractual life) 271,138 5.6 % 4,880,061 The weighted average fair value of options granted for the three months ended March 31, 2015 and 2016 was $4.99 and $2.49 per share, respectively. These values were estimated on the date of grant using the Black-Scholes option pricing model. The weighted average assumptions used for grants in the respective period are as follows: Three Months Ended Weighted Average Assumptions 2015 2016 Expected volatility 28.6 % 27.2 % Risk-free interest rate 1.71 % 1.32 % Expected dividend yield 5 % 7 % Expected life 5.5 years 5.6 years Expected volatility is calculated utilizing daily historical volatility over a period that equates to the expected life of the option. The risk-free interest rate was based on the United States Treasury interest rates whose term is consistent with the expected life (estimated period of time outstanding) of the stock options. Expected dividend yield is considered in the option pricing model and represents our current annualized expected per share dividends over the current trade price of our common stock. The expected life of the stock options granted is estimated using the historical exercise behavior of employees. A summary of option activity for the three months ended March 31, 2016 is as follows: Options Weighted Weighted Average Outstanding at December 31, 2015 3,688,814 $ 27.79 Granted 1,408,788 33.88 Exercised (199,258 ) 22.51 Forfeited (10,526 ) 34.16 Expired (7,757 ) 26.88 Outstanding at March 31, 2016 4,880,061 $ 29.75 6.74 $ 29,299 Options exercisable at March 31, 2016 2,693,160 $ 25.27 4.58 $ 25,520 Options expected to vest 2,009,861 $ 35.28 9.39 $ 3,498 The aggregate intrinsic value of stock options exercised for the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Aggregate intrinsic value of stock options exercised $ 4,167 $ 1,433 Restricted Stock Units Under our various equity compensation plans, we may also grant RSUs. Our RSUs generally have a vesting period of between three and five years from the date of grant. However, RSUs granted to our non-employee directors in 2015 and thereafter vest immediately upon grant. All RSUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. The fair value of RSUs is the excess of the market price of our common stock at the date of grant over the purchase price (which is typically zero). Cash dividends accrued and paid on RSUs for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Cash dividends accrued on RSUs $ 670 $ 631 Cash dividends paid on RSUs 1,729 1,635 The fair value of RSUs vested during the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Fair value of RSUs vested $ 15,584 $ 14,978 A summary of RSU activity for the three months ended March 31, 2016 is as follows: RSUs Weighted- Non-vested at December 31, 2015 1,217,597 $ 33.68 Granted 550,285 30.71 Vested (447,641 ) 33.46 Forfeited (20,230 ) 35.33 Non-vested at March 31, 2016 1,300,011 $ 32.47 Performance Units Under our various equity compensation plans, we may also make awards of PUs. For the majority of outstanding PUs, the number of PUs earned is determined based on our performance against predefined targets of revenue or revenue growth and return on invested capital ("ROIC"). The number of PUs earned may range from 0% to 200% of the initial award. The number of PUs earned is determined based on our actual performance as compared to the targets at the end of a three -year performance period. Certain PUs that we grant will be earned based on a market condition associated with the total return on our common stock in relation to a subset of the Standard & Poor's 500 Index rather than the revenue growth and ROIC targets noted above. The number of PUs earned based on this market condition may range from 0% to 200% of the initial award. All of our PUs will be settled in shares of our common stock and are subject to cliff vesting three years from the date of the original PU grant. PUs awarded to employees who terminate their employment during the three -year performance period and on or after attaining age 55 and completing 10 years of qualifying service are eligible for pro-rated vesting, subject to the actual achievement against the predefined targets as discussed above, based on the number of full years of service completed following the grant date (but delivery of the shares remains deferred). As a result, PUs are generally expensed over the three-year performance period. All PUs accrue dividend equivalents associated with the underlying stock as we declare dividends. Dividends will generally be paid to holders of PUs in cash upon the settlement date of the associated PU and will be forfeited if the PU does not vest. Cash dividends accrued and paid on PUs for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Cash dividends accrued on PUs $ 211 $ 262 Cash dividends paid on PUs 1,015 645 During the three months ended March 31, 2016 , we issued 220,864 PUs. The majority of our PUs are earned based on our performance against revenue or revenue growth and ROIC targets during their applicable performance period; therefore, we forecast the likelihood of achieving the predefined revenue, revenue growth and ROIC targets in order to calculate the expected PUs to be earned. We record a compensation charge based on either the forecasted PUs to be earned (during the performance period) or the actual PUs earned (at the three-year anniversary of the grant date) over the vesting period for each of the awards. For PUs earned based on a market condition, we utilize a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value is expensed over the three-year performance period. As of March 31, 2016 , we expected 0% , 100% and 100% achievement of the predefined revenue, revenue growth and ROIC targets associated with the awards of PUs made in 2014 , 2015 and 2016 , respectively. The fair value of earned PUs that vested during the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Fair value of earned PUs that vested $ 2,063 $ 4,081 A summary of PU activity for the three months ended March 31, 2016 is as follows: Original PU Adjustment(1) Total Weighted- Non-vested at December 31, 2015 520,764 (86,959 ) 433,805 $ 34.11 Granted 220,864 — 220,864 35.09 Vested (112,581 ) — (112,581 ) 36.25 Forfeited/Performance or Market Conditions Not Achieved (2,106 ) (34,079 ) (36,185 ) 44.36 Non-vested at March 31, 2016 626,941 (121,038 ) 505,903 $ 33.33 _______________________________________________________________________________ (1) Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria or market condition achievement at the end of the performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets. Employee Stock Purchase Plan We offer an ESPP in which participation is available to substantially all United States and Canadian employees who meet certain service eligibility requirements. The price for shares purchased under the ESPP is 95% of the fair market price at the end of the offering period, without a look-back feature. As a result, we do not recognize compensation expense for the ESPP shares purchased. As of March 31, 2016 , we had 838,429 shares available under the ESPP. _______________________________________________________________________________ As of March 31, 2016 , unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $56,121 and is expected to be recognized over a weighted-average period of 2.3 years. We generally issue shares of our common stock for the exercises of stock options, RSUs, PUs and shares of our common stock under our ESPP from unissued reserved shares. |
Income (Loss) Per Share-Basic and Diluted | Income (Loss) Per Share—Basic and Diluted Basic income (loss) per common share is calculated by dividing income (loss) by the weighted average number of common shares outstanding. The calculation of diluted income (loss) per share is consistent with that of basic income (loss) per share but gives effect to all potential common shares (that is, securities such as options, warrants or convertible securities) that were outstanding during the period, unless the effect is antidilutive. |
Income Taxes | Income Taxes We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Discrete items and changes in our estimate of the annual effective tax rate are recorded in the period they occur. Our effective tax rate is subject to variability in the future due to, among other items: (1) changes in the mix of income between our qualified REIT subsidiaries and our domestic taxable REIT subsidiaries ("TRSs"), as well as between the jurisdictions in which we operate; (2) tax law changes; (3) volatility in foreign exchange gains and losses; (4) the timing of the establishment and reversal of tax reserves; and (5) our ability to utilize net operating losses that we generate. Our effective tax rate for the three months ended March 31, 2015 and 2016 was 27.6% and 15.9% respectively. The primary reconciling item between the federal statutory tax rate of 35% and our overall effective tax rate in the three months ended March 31, 2015 was differences in the rates of tax at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates. The primary reconciling items between the federal statutory tax rate of 35% and our overall effective tax rate in the three months ended March 31, 2016 were the benefit derived from the dividends paid deduction and differences in the rates of tax at which our foreign earnings are subject, including foreign exchange gains and losses in different jurisdictions with different tax rates. |
Fair Value Measurements | Fair Value Measurements Our financial assets or liabilities that are carried at fair value are required to be measured using inputs from the three levels of the fair value hierarchy. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability |
Property, Plant and Equipment and Long-Lived Assets | Property, Plant and Equipment and Long-Lived Assets During the three months ended March 31, 2015 and 2016 , we capitalized $6,040 and $3,403 of costs, respectively, associated with the development of internal use computer software projects. |
Recent Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). ASU 2014-09 provides additional guidance for management to reassess revenue recognition as it relates to: (1) transfer of control, (2) variable consideration, (3) allocation of transaction price based on relative standalone selling price, (4) licenses, (5) time value of money and (6) contract costs. Further disclosures will be required to provide a better understanding of revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ("ASU 2015-14"). ASU 2015-14 defers the effective date of ASU 2014-09 for one year, making it effective for us on January 1, 2018, with early adoption permitted as of January 1, 2017. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40) (“ASU 2014-15”). ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles of current United States auditing standards. Specifically, the amendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation every reporting period, including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is still present, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for us on January 1, 2017, with early adoption permitted. We do not believe that the adoption of ASU 2014-15 will have an impact on our consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015‑02”). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. We adopted ASU 2015-02 on January 1, 2016. The adoption of ASU 2015-02 did not impact our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). ASU No. 2015-17 eliminates the requirement for reporting entities to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, reporting entities will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments in ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. ASU 2015-17 is effective for us on January 1, 2017, with early adoption permitted. We are currently evaluating the impact ASU 2015-17 will have on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"). ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The pronouncement also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for us on January 1, 2018. We do not believe that the adoption of ASU 2016-01 will have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. ASU 2016-02 also will require certain qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 will be effective for us on January 1, 2019, with early adoption permitted. We are currently evaluating the impact ASU 2016-02 will have on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting ("ASU 2016-07"). ASU 2016-07 eliminates the requirement for a reporting entity to apply the equity method of accounting retrospectively when they obtain significant influence over a previously held investment. Furthermore, under ASU 2016-07, for any available-for-sale securities that become eligible for the equity method of accounting, the unrealized gain or loss recorded within other comprehensive income (loss) associated with the securities should be recognized in earnings at the date the investment initially qualifies for the use of the equity method. We adopted ASU 2016-07 on April 1, 2016. The adoption of ASU 2016-07 will not have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation-Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under ASU 2016-09, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the statement of operations and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. Additionally, under ASU 2016-09, excess tax benefits should be classified along with other income tax cash flows as an operating activity. ASU 2016-09 will be effective for us on January 1, 2017, with early adoption permitted. We are currently evaluating the impact ASU 2016-09 will have on our consolidated financial statements. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of foreign currency gain/loss | Total loss (gain) on foreign currency transactions for the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Total loss (gain) on foreign currency transactions $ 22,266 $ (12,542 ) |
Schedule of carrying value of goodwill, net for each of the reporting units | The carrying value of goodwill, net for each of our reporting units as of March 31, 2016 is as follows: Carrying Value North American Records and Information Management $ 1,351,471 North American Secure Shredding 73,502 North American Data Management 372,264 Adjacent Businesses - Data Centers — Adjacent Businesses - Consumer Storage 4,636 Adjacent Businesses - Fine Arts 22,696 UKI 254,688 Continental Western Europe 67,777 Emerging Markets - Europe(1) 94,451 Latin America 84,178 Australia 50,328 Southeast Asia 5,705 Africa and India(2) 19,023 Total $ 2,400,719 _______________________________________________________________________________ (1) Included in this reporting unit at March 31, 2016 is the goodwill associated with our March 2016 acquisition of Archyvu Sistemos as more fully described in Note 4. (2) Included in this reporting unit at March 31, 2016 is the goodwill associated with our March 2016 acquisition of Docufile Holdings Proprietary Limited as more fully described in Note 4. Carrying Value North American Records and Information Management(1) $ 1,342,723 North American Secure Shredding(1) 73,021 North American Data Management(2) 369,907 Adjacent Businesses - Data Centers(3) — Adjacent Businesses - Consumer Storage(3) 4,636 Adjacent Businesses - Fine Arts(3) 21,550 UKI(4) 260,202 Continental Western Europe(4) 63,442 Emerging Markets - Europe(5) 87,378 Latin America(5) 78,537 Australia(5) 47,786 Southeast Asia(5) 5,683 India(5) 6,113 Total $ 2,360,978 _______________________________________________________________________________ (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. |
Schedule of changes in the carrying value of goodwill attributable to each reportable operating segment | The changes in the carrying value of goodwill attributable to each reportable operating segment for the three months ended March 31, 2016 are as follows: North American North American Western European Business Other International Business Corporate and Other Business Total Gross Balance as of December 31, 2015 $ 1,620,425 $ 423,606 $ 381,149 $ 225,626 $ 26,186 $ 2,676,992 Deductible goodwill acquired during the year — — — — — — Non-deductible goodwill acquired during the year — — — 15,729 — 15,729 Fair value and other adjustments(1) (175 ) — — (133 ) 1,146 838 Currency effects 9,868 2,473 (1,277 ) 12,593 — 23,657 Gross Balance as of March 31, 2016 $ 1,630,118 $ 426,079 $ 379,872 $ 253,815 $ 27,332 $ 2,717,216 Accumulated Amortization Balance as of December 31, 2015 $ 204,681 $ 53,699 $ 57,505 $ 129 $ — $ 316,014 Currency effects 464 116 (98 ) 1 — 483 Accumulated Amortization Balance as of March 31, 2016 $ 205,145 $ 53,815 $ 57,407 $ 130 $ — $ 316,497 Net Balance as of December 31, 2015 $ 1,415,744 $ 369,907 $ 323,644 $ 225,497 $ 26,186 $ 2,360,978 Net Balance as of March 31, 2016 $ 1,424,973 $ 372,264 $ 322,465 $ 253,685 $ 27,332 $ 2,400,719 Accumulated Goodwill Impairment Balance as of December 31, 2015 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 Accumulated Goodwill Impairment Balance as of March 31, 2016 $ 85,909 $ — $ 46,500 $ — $ — $ 132,409 _______________________________________________________________________________ (1) Total fair value and other adjustments primarily include net adjustments of $1,020 related to property, plant and equipment and customer relationships and acquisition costs, partially offset by $182 of cash received related to certain acquisitions completed in 2015. |
Components of amortizable intangible assets | The components of our finite-lived intangible assets as of December 31, 2015 and March 31, 2016 are as follows: December 31, 2015 March 31, 2016 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Customer relationship intangible assets and Customer Inducements $ 937,174 $ (333,860 ) $ 603,314 $ 969,963 $ (351,624 ) $ 618,339 Core Technology(1) 3,370 (3,370 ) — 3,442 (3,442 ) — Trademarks and Non-Compete Agreements(1) 7,741 (4,955 ) 2,786 8,122 (5,367 ) 2,755 Total $ 948,285 $ (342,185 ) $ 606,100 $ 981,527 $ (360,433 ) $ 621,094 _______________________________________________________________________________ (1) Included in Other, a component of Other Assets, net in the accompanying Consolidated Balance Sheets. |
Schedule of amortization expenses | Amortization expense associated with finite-lived intangible assets and deferred financing costs for the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Amortization expense associated with finite-lived intangible assets and deferred financing costs $ 13,252 $ 14,563 |
Stock-based compensation expense for Employee Stock-Based Awards related to continuing operations | Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations is as follows: Three Months Ended 2015 2016 Cost of sales (excluding depreciation and amortization) $ 45 $ 27 Selling, general and administrative expenses 6,811 6,858 Total stock-based compensation $ 6,856 $ 6,885 |
Summary of the weighted average assumptions used for stock option grants | The weighted average assumptions used for grants in the respective period are as follows: Three Months Ended Weighted Average Assumptions 2015 2016 Expected volatility 28.6 % 27.2 % Risk-free interest rate 1.71 % 1.32 % Expected dividend yield 5 % 7 % Expected life 5.5 years 5.6 years |
Summary of stock option activity | A summary of our options outstanding by vesting terms is as follows: March 31, 2016 Options Outstanding % of Options Outstanding Three-year vesting period (ten year contractual life) 3,269,375 67.0 % Five-year vesting period (ten year contractual life) 1,339,548 27.4 % Ten-year vesting period (12 year contractual life) 271,138 5.6 % 4,880,061 A summary of option activity for the three months ended March 31, 2016 is as follows: Options Weighted Weighted Average Outstanding at December 31, 2015 3,688,814 $ 27.79 Granted 1,408,788 33.88 Exercised (199,258 ) 22.51 Forfeited (10,526 ) 34.16 Expired (7,757 ) 26.88 Outstanding at March 31, 2016 4,880,061 $ 29.75 6.74 $ 29,299 Options exercisable at March 31, 2016 2,693,160 $ 25.27 4.58 $ 25,520 Options expected to vest 2,009,861 $ 35.28 9.39 $ 3,498 |
Aggregate intrinsic value of stock options exercised | The aggregate intrinsic value of stock options exercised for the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Aggregate intrinsic value of stock options exercised $ 4,167 $ 1,433 |
Summary of restricted stock and RSU activity | Cash dividends accrued and paid on RSUs for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Cash dividends accrued on RSUs $ 670 $ 631 Cash dividends paid on RSUs 1,729 1,635 A summary of RSU activity for the three months ended March 31, 2016 is as follows: RSUs Weighted- Non-vested at December 31, 2015 1,217,597 $ 33.68 Granted 550,285 30.71 Vested (447,641 ) 33.46 Forfeited (20,230 ) 35.33 Non-vested at March 31, 2016 1,300,011 $ 32.47 The fair value of RSUs vested during the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Fair value of RSUs vested $ 15,584 $ 14,978 |
Schedule of performance units | Cash dividends accrued and paid on PUs for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Cash dividends accrued on PUs $ 211 $ 262 Cash dividends paid on PUs 1,015 645 The fair value of earned PUs that vested during the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Fair value of earned PUs that vested $ 2,063 $ 4,081 |
Summary of Performance Unit (PU) activity | A summary of PU activity for the three months ended March 31, 2016 is as follows: Original PU Adjustment(1) Total Weighted- Non-vested at December 31, 2015 520,764 (86,959 ) 433,805 $ 34.11 Granted 220,864 — 220,864 35.09 Vested (112,581 ) — (112,581 ) 36.25 Forfeited/Performance or Market Conditions Not Achieved (2,106 ) (34,079 ) (36,185 ) 44.36 Non-vested at March 31, 2016 626,941 (121,038 ) 505,903 $ 33.33 _______________________________________________________________________________ (1) Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria or market condition achievement at the end of the performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets. |
Calculation of basic and diluted net income (loss) per share attributable to the entity | The calculation of basic and diluted income (loss) per share for the three months ended March 31, 2015 and 2016 is as follows: Three Months Ended 2015 2016 Net income (loss) $ 41,739 $ 63,041 Net income (loss) attributable to Iron Mountain Incorporated $ 41,096 $ 62,774 Weighted-average shares—basic 210,237,000 211,526,000 Effect of dilutive potential stock options 1,223,330 482,388 Effect of dilutive potential RSUs and PUs 788,758 463,053 Weighted-average shares—diluted 212,249,088 212,471,441 Earnings (losses) per share—basic: Net income (loss) $ 0.20 $ 0.30 Net income (loss) attributable to Iron Mountain Incorporated $ 0.20 $ 0.30 Earnings (losses) per share—diluted: Net income (loss) $ 0.20 $ 0.30 Net income (loss) attributable to Iron Mountain Incorporated $ 0.19 $ 0.30 Antidilutive stock options, RSUs and PUs, excluded from the calculation 358,233 2,821,795 |
Assets and liabilities carried at fair value measured on a recurring basis | The assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2015 and March 31, 2016 , respectively, are as follows: Fair Value Measurements at Description Total Carrying Value at December 31, 2015 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 18,645 $ — $ 18,645 $ — Trading Securities 10,371 9,514 (2) 857 (1) — Available-for-Sale Securities 624 624 (2) — — Fair Value Measurements at Description Total Carrying Value at March 31, 2016 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Time Deposits(1) $ 29,611 $ — $ 29,611 $ — Trading Securities 9,242 8,760 (2) 482 (1) — _______________________________________________________________________________ (1) Time deposits and certain trading securities are measured based on quoted prices for similar assets and/or subsequent transactions. (2) Available-for-sale securities and certain trading securities are measured at fair value using quoted market prices. |
Schedule of changes in accumulated other comprehensive items, net | The changes in accumulated other comprehensive items, net for the three months ended March 31, 2015 and 2016 , respectively, Foreign Market Value Total Balance as of December 31, 2014 $ (76,010 ) $ 979 $ (75,031 ) Other comprehensive (loss) income: Foreign currency translation adjustments (56,074 ) — (56,074 ) Market value adjustment for securities — 23 23 Total other comprehensive (loss) income (56,074 ) 23 (56,051 ) Balance as of March 31, 2015 $ (132,084 ) $ 1,002 $ (131,082 ) Foreign Market Value Total Balance as of December 31, 2015 $ (175,651 ) $ 734 $ (174,917 ) Other comprehensive income (loss): Foreign currency translation adjustments 23,491 — 23,491 Market value adjustments for securities — (734 ) (734 ) Total other comprehensive income (loss) 23,491 (734 ) 22,757 Balance as of March 31, 2016 $ (152,160 ) $ — $ (152,160 ) |
Other expense (income), net | Other expense (income), net is as follows: Three Months Ended 2015 2016 Foreign currency transaction losses (gains), net $ 22,266 $ (12,542 ) Other, net 83 605 $ 22,349 $ (11,937 ) |
Derivative Instruments and He24
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | Net cash payments included in cash from operating activities related to settlements associated with foreign currency forward contracts for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Net cash payments $ 16,820 $ — |
Fair value of derivative instruments, amount of (gain) loss recognized in income | Losses for our derivative instruments for the three months ended March 31, 2015 and 2016 are as follows: Amount of Loss Recognized in Three Months Ended March 31, Derivatives Not Designated as Location of Loss 2015 2016 Foreign exchange contracts Other expense (income), net $ 28,533 $ — Total $ 28,533 $ — |
Foreign exchange gains related to currency translation adjustments | As a result, we recorded the following foreign exchange gains (losses), net of tax, related to the change in fair value of such debt due to currency translation adjustments, which is a component of accumulated other comprehensive items, net: Three Months Ended 2015 2016 Foreign exchange gains (losses) $ 4,930 $ (1,342 ) Less: Tax expense (benefit) on foreign exchange gains (losses) — — Foreign exchange gains (losses), net of tax $ 4,930 $ (1,342 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for these acquisitions is as follows: Cash Paid (gross of cash acquired)(1) $ 20,089 Fair value of Noncontrolling Interests 3,506 Total Consideration 23,595 Fair Value of Identifiable Assets Acquired: Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other 3,239 Property, Plant and Equipment(2) 5,630 Customer Relationship Intangible Assets(3) 9,234 Liabilities Assumed and Deferred Income Taxes(4) (10,237 ) Total Fair Value of Identifiable Net Assets Acquired 7,866 Goodwill Initially Recorded $ 15,729 _______________________________________________________________________________ (1) Included in cash paid for acquisitions in the Consolidated Statement of Cash Flows for the three months ended March 31, 2016 is net cash acquired of $567 and other payments received of $182 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 2016 was 10 years . (4) Consists primarily of debt assumed, accrued expenses and deferred income taxes |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of carrying amount and fair value of long-term debt instruments | Long-term debt is as follows: December 31, 2015 Debt (inclusive of discount and premium) Unamortized Deferred Financing Costs Carrying Amount Fair Revolving Credit Facility(1) $ 784,438 $ (9,410 ) $ 775,028 $ 784,438 Term Loan(1) 243,750 — 243,750 243,750 6% Senior Notes due 2020 (the "6% Notes due 2020")(2)(3)(4) 1,000,000 (16,124 ) 983,876 1,052,500 6 1 / 8 % CAD Senior Notes due 2021 (the "CAD Notes")(2)(5) 144,190 (1,924 ) 142,266 147,074 6 1 / 8 % GBP Senior Notes due 2022 (the "GBP Notes")(2)(4)(6) 592,140 (8,757 ) 583,383 606,944 6% Senior Notes due 2023 (the "6% Notes due 2023")(2)(3) 600,000 (8,420 ) 591,580 618,000 5 3 / 4 % Senior Subordinated Notes due 2024 (the "5 3 / 4 % Notes")(2)(3) 1,000,000 (11,902 ) 988,098 961,200 Real Estate Mortgages, Capital Leases and Other(7) 333,559 (1,070 ) 332,489 333,559 Accounts Receivable Securitization Program(8) 205,900 (692 ) 205,208 205,900 Total Long-term Debt 4,903,977 (58,299 ) 4,845,678 Less Current Portion (88,068 ) — (88,068 ) Long-term Debt, Net of Current Portion $ 4,815,909 $ (58,299 ) $ 4,757,610 March 31, 2016 Debt (inclusive of discount and premium) Unamortized Deferred Financing Costs Carrying Amount Fair Revolving Credit Facility(1) $ 929,134 $ (8,753 ) $ 920,381 $ 929,134 Term Loan(1) 240,625 — 240,625 240,625 6% Notes due 2020(2)(3)(4) 1,000,000 (15,276 ) 984,724 1,055,000 CAD Notes(2)(5) 154,230 (1,968 ) 152,262 158,086 GBP Notes(2)(4)(6) 574,760 (8,183 ) 566,577 582,462 6% Notes due 2023(2)(3) 600,000 (8,146 ) 591,854 633,000 5 3 / 4 % Notes(2)(3) 1,000,000 (11,559 ) 988,441 1,028,700 Real Estate Mortgages, Capital Leases and Other(7) 356,038 (1,017 ) 355,021 356,038 Accounts Receivable Securitization Program(8) 222,000 (615 ) 221,385 222,000 Total Long-term Debt 5,076,787 (55,517 ) 5,021,270 Less Current Portion (89,974 ) — (89,974 ) Long-term Debt, Net of Current Portion $ 4,986,813 $ (55,517 ) $ 4,931,296 ______________________________________________________________________________ (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 Revolving Credit Facility (defined below). The fair value (Level 3 of fair value hierarchy described at Note 2.g.) of these debt instruments approximates the carrying value (as borrowings under these debt instruments are based on current variable market interest rates (plus a margin that is subject to change based on our consolidated leverage ratio)), as of December 31, 2015 and March 31, 2016 , respectively. (2) The fair values (Level 1 of fair value hierarchy described at Note 2.g.) of these debt instruments are based on quoted market prices for these notes on December 31, 2015 and March 31, 2016 , 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 its direct and indirect 100% owned United States subsidiaries that represent the substantial majority of our United States operations (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. 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. See Note 6. (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. (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. (7) We believe the fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt approximates its carrying value. (8) The Special Purpose Subsidiaries are the obligors under this program. We believe the fair value (Level 3 of fair value hierarchy described at Note 2.g.) of this debt approximates its carrying value. |
Schedule of Leverage and Fixed Charge Ratios | Our leverage and fixed charge coverage ratios under the Credit Agreement as of December 31, 2015 and March 31, 2016, respectively, and our leverage ratio under our indentures as of December 31, 2015 and March 31, 2016, respectively, are as follows: December 31, 2015 March 31, 2016 Maximum/Minimum Allowable Net total lease adjusted leverage ratio 5.6 5.7 Maximum allowable of 6.5 Net secured debt lease adjusted leverage ratio 2.6 2.8 Maximum allowable of 4.0 Bond leverage ratio (not lease adjusted) 5.5 5.6 Maximum allowable of 6.5 Fixed charge coverage ratio 2.4 2.5 Minimum allowable of 1.5 |
Schedule of Line of Credit Facilities | Commitment fees and letters of credit fees, which are based on the unused balances under the Former Revolving Credit Facility, the Revolving Credit Facility and the Accounts Receivable Securitization Program (as defined below) for the three months ended March 31, 2015 and 2016 are as follows: Three Months Ended 2015 2016 Commitment fees and letters of credit fees $ 867 $ 685 |
Selected Consolidated Financi27
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | |
Schedule of selected consolidated Balance sheet statements of Parent, Guarantors, Canada Company and Non-Guarantors | CONSOLIDATED BALANCE SHEETS December 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 151 $ 6,472 $ 13,182 $ 108,576 $ — $ 128,381 Accounts receivable — 14,069 30,428 519,904 — 564,401 Intercompany receivable — 1,038,141 — — (1,038,141 ) — Other current assets 898 106,670 2,305 55,286 (29 ) 165,130 Total Current Assets 1,049 1,165,352 45,915 683,766 (1,038,170 ) 857,912 Property, Plant and Equipment, Net 661 1,600,886 137,100 758,511 — 2,497,158 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,255,049 1,869 — — (3,256,918 ) — Investment in subsidiaries 797,666 459,429 27,731 2,862 (1,287,688 ) — Goodwill — 1,618,593 152,975 589,410 — 2,360,978 Other 623 392,987 22,637 218,292 — 634,539 Total Other Assets, Net 4,053,338 2,472,878 203,343 810,564 (4,544,606 ) 2,995,517 Total Assets $ 4,055,048 $ 5,239,116 $ 386,358 $ 2,252,841 $ (5,582,776 ) $ 6,350,587 Liabilities and Equity Intercompany Payable $ 879,649 $ — $ 5,892 $ 152,600 $ (1,038,141 ) $ — Current Portion of Long-Term Debt — 41,159 — 46,938 (29 ) 88,068 Total Other Current Liabilities 56,740 454,924 26,804 215,295 — 753,763 Long-Term Debt, net of current portion 2,608,818 674,190 284,798 1,189,804 — 4,757,610 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,255,049 869 — (3,256,918 ) — Other Long-term Liabilities — 115,950 37,402 69,187 — 222,539 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 508,841 697,844 30,593 559,251 (1,287,688 ) 508,841 Noncontrolling Interests — — — 19,766 — 19,766 Total Equity 508,841 697,844 30,593 579,017 (1,287,688 ) 528,607 Total Liabilities and Equity $ 4,055,048 $ 5,239,116 $ 386,358 $ 2,252,841 $ (5,582,776 ) $ 6,350,587 CONSOLIDATED BALANCE SHEETS (Continued) March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Assets Current Assets: Cash and cash equivalents $ 554 $ 3,570 $ 3,983 $ 109,838 $ — $ 117,945 Accounts receivable — 9,481 30,627 534,609 — 574,717 Intercompany receivable — 1,163,774 — — (1,163,774 ) — Other current assets 1,755 63,762 2,873 70,873 (29 ) 139,234 Total Current Assets 2,309 1,240,587 37,483 715,320 (1,163,803 ) 831,896 Property, Plant and Equipment, Net 617 1,615,683 144,400 778,604 — 2,539,304 Other Assets, Net: Long-term notes receivable from affiliates and intercompany receivable 3,329,498 1,000 — — (3,330,498 ) — Investment in subsidiaries 853,087 513,389 31,083 7,329 (1,404,888 ) — Goodwill — 1,617,970 163,498 619,251 — 2,400,719 Other — 391,495 24,080 234,815 — 650,390 Total Other Assets, Net 4,182,585 2,523,854 218,661 861,395 (4,735,386 ) 3,051,109 Total Assets $ 4,185,511 $ 5,380,124 $ 400,544 $ 2,355,319 $ (5,899,189 ) $ 6,422,309 Liabilities and Equity Intercompany Payable $ 1,038,139 $ — $ 4,656 $ 120,979 $ (1,163,774 ) $ — Current Portion of Long-Term Debt — 38,887 — 51,116 (29 ) 89,974 Total Other Current Liabilities 46,344 397,180 24,700 190,295 — 658,519 Long-Term Debt, net of current portion 2,603,630 764,668 290,847 1,272,151 — 4,931,296 Long-Term Notes Payable to Affiliates and Intercompany Payable 1,000 3,329,498 — — (3,330,498 ) — Other Long-term Liabilities — 98,954 41,929 80,493 — 221,376 Commitments and Contingencies (See Note 8) Total Iron Mountain Incorporated Stockholders' Equity 496,398 750,937 38,412 615,539 (1,404,888 ) 496,398 Noncontrolling Interests — — — 24,746 — 24,746 Total Equity 496,398 750,937 38,412 640,285 (1,404,888 ) 521,144 Total Liabilities and Equity $ 4,185,511 $ 5,380,124 $ 400,544 $ 2,355,319 $ (5,899,189 ) $ 6,422,309 |
Schedule of selected consolidated Income statements of Parent, Guarantors, Canada Company and Non-Guarantors | CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 304,592 $ 30,868 $ 123,412 $ — $ 458,872 Service — 180,865 16,557 92,992 — 290,414 Intercompany service — 352 — 16,419 (16,771 ) — Total Revenues — 485,809 47,425 232,823 (16,771 ) 749,286 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 196,661 7,165 117,828 — 321,654 Selling, general and administrative 73 132,192 4,167 59,982 — 196,414 Intercompany service charges — — 16,419 352 (16,771 ) — Depreciation and amortization 46 55,403 3,052 27,450 — 85,951 Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net — 322 — 11 — 333 Total Operating Expenses 119 384,578 30,803 205,623 (16,771 ) 604,352 Operating (Loss) Income (119 ) 101,231 16,622 27,200 — 144,934 Interest Expense (Income), Net 39,170 (6,677 ) 8,203 24,202 — 64,898 Other (Income) Expense, Net (2,038 ) 1,383 (127 ) 23,131 — 22,349 (Loss) Income Before Provision (Benefit) for Income Taxes (37,251 ) 106,525 8,546 (20,133 ) — 57,687 Provision (Benefit) for Income Taxes — 9,702 3,063 3,183 — 15,948 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (78,347 ) 18,740 (1,059 ) (5,483 ) 66,149 — Net Income (Loss) 41,096 78,083 6,542 (17,833 ) (66,149 ) 41,739 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 643 — 643 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 41,096 $ 78,083 $ 6,542 $ (18,476 ) $ (66,149 ) $ 41,096 Net Income (Loss) $ 41,096 $ 78,083 $ 6,542 $ (17,833 ) $ (66,149 ) $ 41,739 Other Comprehensive (Loss) Income: Foreign Currency Translation Adjustments 4,930 — (7,940 ) (53,165 ) — (56,175 ) Market Value Adjustments for Securities — 23 — — — 23 Equity in Other Comprehensive (Loss) Income of Subsidiaries (60,981 ) (60,896 ) (3,007 ) (7,940 ) 132,824 — Total Other Comprehensive (Loss) Income (56,051 ) (60,873 ) (10,947 ) (61,105 ) 132,824 (56,152 ) Comprehensive (Loss) Income (14,955 ) 17,210 (4,405 ) (78,938 ) 66,675 (14,413 ) Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 542 — 542 Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated $ (14,955 ) $ 17,210 $ (4,405 ) $ (79,480 ) $ 66,675 $ (14,955 ) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Continued) Three Months Ended March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Revenues: Storage rental $ — $ 308,997 $ 27,605 $ 124,609 $ — $ 461,211 Service — 185,307 14,642 89,530 — 289,479 Intercompany service — 1,013 — 17,345 (18,358 ) — Total Revenues — 495,317 42,247 231,484 (18,358 ) 750,690 Operating Expenses: Cost of sales (excluding depreciation and amortization) — 202,538 6,790 116,777 — 326,105 Selling, general and administrative 72 148,633 3,373 55,688 — 207,766 Intercompany service charges — 3,354 13,991 1,013 (18,358 ) — Depreciation and amortization 45 56,253 3,079 27,827 — 87,204 (Gain) Loss on disposal/write-down of property, plant and equipment (excluding real estate), net — (570 ) 6 113 — (451 ) Total Operating Expenses 117 410,208 27,239 201,418 (18,358 ) 620,624 Operating (Loss) Income (117 ) 85,109 15,008 30,066 — 130,066 Interest Expense (Income), Net 39,984 (8,530 ) 10,034 25,574 — 67,062 Other Expense (Income), Net 886 3,482 (20 ) (16,285 ) — (11,937 ) (Loss) Income Before Provision (Benefit) for Income Taxes (40,987 ) 90,157 4,994 20,777 — 74,941 Provision (Benefit) for Income Taxes — 8,860 1,866 1,174 — 11,900 Equity in the (Earnings) Losses of Subsidiaries, Net of Tax (103,761 ) (22,930 ) (1,371 ) (3,128 ) 131,190 — Net Income (Loss) 62,774 104,227 4,499 22,731 (131,190 ) 63,041 Less: Net Income (Loss) Attributable to Noncontrolling Interests — — — 267 — 267 Net Income (Loss) Attributable to Iron Mountain Incorporated $ 62,774 $ 104,227 $ 4,499 $ 22,464 $ (131,190 ) $ 62,774 Net Income (Loss) $ 62,774 $ 104,227 $ 4,499 $ 22,731 $ (131,190 ) $ 63,041 Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments (1,342 ) — 1,789 23,531 — 23,978 Market Value Adjustments for Securities — (734 ) — — — (734 ) Equity in Other Comprehensive Income (Loss) of Subsidiaries 24,099 24,099 661 1,789 (50,648 ) — Total Other Comprehensive Income (Loss) 22,757 23,365 2,450 25,320 (50,648 ) 23,244 Comprehensive Income (Loss) 85,531 127,592 6,949 48,051 (181,838 ) 86,285 Comprehensive Income (Loss) Attributable to Noncontrolling Interests — — — 754 — 754 Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated $ 85,531 $ 127,592 $ 6,949 $ 47,297 $ (181,838 ) $ 85,531 |
Schedule of selected consolidated cash flow statements of Parent, Guarantors, Canada Company and Non-Guarantors | CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2015 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities $ (45,978 ) $ 44,864 $ 3,636 $ 2,990 $ — $ 5,512 Cash Flows from Investing Activities: Capital expenditures — (46,452 ) (3,774 ) (24,550 ) — (74,776 ) Cash paid for acquisitions, net of cash acquired — (684 ) 106 (5,853 ) — (6,431 ) Intercompany loans to subsidiaries 132,692 79,946 — — (212,638 ) — Investment in subsidiaries (5,000 ) (5,000 ) — — 10,000 — Increase in restricted cash 13,860 — — — — 13,860 Acquisitions of customer relationships and customer inducements — (7,990 ) (668 ) (585 ) — (9,243 ) Proceeds from sales of property and equipment and other, net (including real estate) — 160 6 244 — 410 Cash Flows from Investing Activities 141,552 19,980 (4,330 ) (30,744 ) (202,638 ) (76,180 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt — (1,894,836 ) (159,145 ) (228,280 ) — (2,282,261 ) Proceeds from revolving credit and term loan facilities and other debt — 1,823,900 161,962 464,541 — 2,450,403 Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — — (388 ) — (388 ) Intercompany loans from parent — 4,638 79 (217,355 ) 212,638 — Equity contribution from parent — 5,000 — 5,000 (10,000 ) — Parent cash dividends (102,539 ) — — — — (102,539 ) Net proceeds (payments) associated with employee stock-based awards 4,364 — — — — 4,364 Excess tax benefit (deficiency) from stock-based compensation 231 — — — — 231 Payment of debt financing and stock issuance costs (29 ) (864 ) — (54 ) — (947 ) Cash Flows from Financing Activities (97,973 ) (62,162 ) 2,896 23,464 202,638 68,863 Effect of exchange rates on cash and cash equivalents — — (61 ) (4,462 ) — (4,523 ) (Decrease) Increase in cash and cash equivalents (2,399 ) 2,682 2,141 (8,752 ) — (6,328 ) Cash and cash equivalents, beginning of period 2,399 4,713 4,979 113,842 — 125,933 Cash and cash equivalents, end of period $ — $ 7,395 $ 7,120 $ 105,090 $ — $ 119,605 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) Three Months Ended March 31, 2016 Parent Guarantors Canada Non- Eliminations Consolidated Cash Flows from Operating Activities: Cash Flows from Operating Activities $ (48,737 ) $ 120,988 $ 6,477 $ 2,390 $ — $ 81,118 Cash Flows from Investing Activities: Capital expenditures — (60,389 ) (1,007 ) (19,456 ) — (80,852 ) Cash paid for acquisitions, net of cash acquired — — 130 (19,470 ) — (19,340 ) Intercompany loans to subsidiaries 166,442 31,987 — — (198,429 ) — Investment in subsidiaries (1,585 ) (1,585 ) — — 3,170 — Acquisitions of customer relationships and customer inducements — (4,733 ) — (2,525 ) — (7,258 ) Proceeds from sales of property and equipment and other, net (including real estate) — 50 — 119 — 169 Cash Flows from Investing Activities 164,857 (34,670 ) (877 ) (41,332 ) (195,259 ) (107,281 ) Cash Flows from Financing Activities: Repayment of revolving credit and term loan facilities and other debt (8,463 ) (1,422,539 ) (383,896 ) (569,317 ) — (2,384,215 ) Proceeds from revolving credit and term loan facilities and other debt — 1,500,499 370,816 638,530 — 2,509,845 Debt financing from (repayment to) and equity contribution from (distribution to) noncontrolling interests, net — — — 885 — 885 Intercompany loans from parent — (168,765 ) (1,111 ) (28,553 ) 198,429 — Equity contribution from parent — 1,585 — 1,585 (3,170 ) — Parent cash dividends (104,931 ) — — — — (104,931 ) Net (payments) proceeds associated with employee stock-based awards (1,975 ) — — — — (1,975 ) Excess tax (deficiency) benefit from stock-based compensation (348 ) — — — — (348 ) Cash Flows from Financing Activities (115,717 ) (89,220 ) (14,191 ) 43,130 195,259 19,261 Effect of exchange rates on cash and cash equivalents — — (608 ) (2,926 ) — (3,534 ) Increase (Decrease) in cash and cash equivalents 403 (2,902 ) (9,199 ) 1,262 — (10,436 ) Cash and cash equivalents, beginning of period 151 6,472 13,182 108,576 — 128,381 Cash and cash equivalents, end of period $ 554 $ 3,570 $ 3,983 $ 109,838 $ — $ 117,945 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of analysis of business segment information and reconciliation | An analysis of our business segment information and reconciliation to the accompanying Consolidated Financial Statements is as follows: North American North American Western European Business Other International Business Corporate Business Total As of and for the Three Months Ended March 31, 2015 Total Revenues $ 442,687 $ 97,235 $ 99,065 $ 105,738 $ 4,561 $ 749,286 Depreciation and Amortization 45,303 5,344 11,281 14,423 9,600 85,951 Depreciation 40,336 5,284 9,828 9,790 9,553 74,791 Amortization 4,967 60 1,453 4,633 47 11,160 Adjusted OIBDA 181,480 51,288 29,032 21,256 (51,838 ) 231,218 Total Assets (1)(2) 3,623,905 648,507 864,002 933,366 256,613 6,326,393 Expenditures for Segment Assets 42,375 4,949 7,588 22,548 12,990 90,450 Capital Expenditures 33,180 4,907 4,410 19,289 12,990 74,776 Cash Paid for Acquisitions, Net of Cash Acquired 600 (21 ) 2,819 3,033 — 6,431 Acquisitions of Customer Relationships and Customer Inducements 8,595 63 359 226 — 9,243 As of and for the Three Months Ended March 31, 2016 Total Revenues 444,681 96,343 93,876 101,341 14,449 750,690 Depreciation and Amortization 45,350 5,670 11,251 14,286 10,647 87,204 Depreciation 40,255 5,422 8,671 10,902 10,140 75,390 Amortization 5,095 248 2,580 3,384 507 11,814 Total Assets (1) 3,630,250 640,401 856,595 976,389 318,674 6,422,309 Adjusted OIBDA 176,557 53,460 31,946 21,576 (48,393 ) 235,146 Expenditures for Segment Assets 46,666 4,827 6,060 32,156 17,741 107,450 Capital Expenditures 42,088 4,827 4,059 12,162 17,716 80,852 Cash Paid for Acquisitions, Net of Cash Acquired (130 ) — — 19,470 — 19,340 Acquisitions of Customer Relationships and Customer Inducements 4,708 — 2,001 524 25 7,258 _______________________________________________________________________________ (1) Excludes all intercompany receivables or payables and investment in subsidiary balances. (2) During the fourth quarter of 2015, we adopted ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a reduction of the related debt liability rather than an asset. Total assets as of March 31, 2015 for the Western European Business, Other International Business and Corporate and Other Business segments have been reduced by $9,650 , $843 , and $34,568 , respectively, to reflect the adoption of ASU 2015-03. |
Schedule of reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis | A reconciliation of Adjusted OIBDA to income (loss) before provision (benefit) for income taxes on a consolidated basis is as follows: Three Months Ended 2015 2016 Adjusted OIBDA $ 231,218 $ 235,146 Less: Depreciation and Amortization 85,951 87,204 Loss (Gain) on Disposal/Write-Down of Property, Plant and Equipment (Excluding Real Estate), Net 333 (451 ) Recall Costs(1) — 18,327 Interest Expense, Net 64,898 67,062 Other Expense (Income), Net 22,349 (11,937 ) Income (Loss) before Provision (Benefit) for Income Taxes $ 57,687 $ 74,941 _______________________________________________________________________________ (1) Includes operating expenditures associated with our pending acquisition of Recall, including costs to complete the Recall Transaction, including advisory and professional fees, as well as costs to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion, system upgrade costs and costs to complete the divestments required in connection with receipt of regulatory approval and to provide transitional services required to support the divested businesses during a transition period ("Recall Costs"). |
Stockholders' Equity Matters (T
Stockholders' Equity Matters (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of dividend declared and payments | In fiscal year 2015 and in the first three months of 2016 , our board of directors declared the following dividends: Declaration Date Dividend Record Date Total Payment Date 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 October 29, 2015 0.4850 December 1, 2015 102,438 December 15, 2015 February 18, 2016 0.4850 March 7, 2016 102,651 March 21, 2016 |
Transformation Initiative Trans
Transformation Initiative Transformation Initiative (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | Costs included in the accompanying Consolidated Statements of Operations associated with the Transformation Initiative are as follows: Three Months Ended March 31, 2015 2016 Cost of sales (excluding depreciation and amortization) $ — $ — Selling, general and administrative expenses — 5,743 Total $ — $ 5,743 |
Restructuring Costs Recorded By Segment [Table Text Block] | Costs recorded by segment associated with the Transformation Initiative are as follows: Three Months Ended 2015 2016 North American Records and Information Management Business $ — $ 2,289 North American Data Management Business — 395 Western European Business — 204 Other International Business — — Corporate and Other Business — 2,855 Total $ — $ 5,743 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - (Gain) Loss on Foreign Currency Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Total loss (gain) on foreign currency transactions | $ (12,542) | $ 22,266 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands | Oct. 01, 2015 | Mar. 31, 2016 |
Goodwill | ||
Goodwill impairment charge | $ 0 | |
Minimum | Initial Costs For Transport Of Boxes [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Minimum | Customer Relationships Current Record Management Vendor Or Payments To Customers [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Minimum | Other Intangible Assets [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Minimum | Customer Relationships [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Maximum | Initial Costs For Transport Of Boxes [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Maximum | Customer Relationships Current Record Management Vendor Or Payments To Customers [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum | Other Intangible Assets [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Maximum | Customer Relationships [Member] | ||
Goodwill | ||
Finite-Lived Intangible Asset, Useful Life | 30 years |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Schedule of Carrying Value of Goodwill, by Reporting Unit (Details) - USD ($) $ in Thousands | Oct. 01, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill | |||
Goodwill, Impairment Loss | $ 0 | ||
Goodwill | $ 2,400,719 | $ 2,360,978 | |
North American Records and Information Management business | |||
Goodwill | |||
Goodwill | 1,424,973 | 1,415,744 | |
North American Records and Information Management business | North American Records And Information Management | |||
Goodwill | |||
Goodwill | 1,351,471 | 1,342,723 | |
North American Records and Information Management business | North American Secure Shredding | |||
Goodwill | |||
Goodwill | 73,502 | 73,021 | |
North American Data Management Business | |||
Goodwill | |||
Goodwill | 372,264 | 369,907 | |
Corporate and Other | |||
Goodwill | |||
Goodwill | 27,332 | 26,186 | |
Corporate and Other | Adjacent Businesses - Data Centers | |||
Goodwill | |||
Goodwill | 0 | 0 | |
Corporate and Other | Adjacent Businesses - Consumer Storage [Member] | |||
Goodwill | |||
Goodwill | 4,636 | 4,636 | |
Corporate and Other | Adjacent Businesses - Fine Arts [Member] | |||
Goodwill | |||
Goodwill | 22,696 | 21,550 | |
Western European Business | |||
Goodwill | |||
Goodwill | 322,465 | 323,644 | |
Western European Business | United Kingdom, Ireland, Norway [Member] | |||
Goodwill | |||
Goodwill | 260,202 | ||
Western European Business | UKI | |||
Goodwill | |||
Goodwill | 254,688 | ||
Western European Business | Continental Western Europe | |||
Goodwill | |||
Goodwill | 67,777 | 63,442 | |
Other International Business | Emerging Markets - Eastern Europe | |||
Goodwill | |||
Goodwill | 94,451 | 87,378 | |
Other International Business | Latin America | |||
Goodwill | |||
Goodwill | 84,178 | 78,537 | |
Other International Business | Australia | |||
Goodwill | |||
Goodwill | 50,328 | ||
Other International Business | Southeast Asia | |||
Goodwill | |||
Goodwill | 5,705 | ||
Other International Business | Australia Singapore [Member] | |||
Goodwill | |||
Goodwill | 47,786 | ||
Other International Business | Greater China [Member] | |||
Goodwill | |||
Goodwill | 5,683 | ||
Other International Business | INDIA | |||
Goodwill | |||
Goodwill | $ 6,113 | ||
Other International Business | Africa, India [Member] | |||
Goodwill | |||
Goodwill | $ 19,023 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Schedule of Changes in Carrying Value of Goodwill, by Reportable Operating Segment (Details) - USD ($) $ in Thousands | Oct. 01, 2015 | Mar. 31, 2016 |
Goodwill | ||
Goodwill, Impairment Loss | $ 0 | |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 2,676,992 | |
Non-deductible goodwill acquired during the year | 15,729 | |
Fair value and other adjustments | 838 | |
Currency effects | 23,657 | |
Ending balance | 2,717,216 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 316,014 | |
Currency effects | 483 | |
Accumulated amortization. ending balance | 316,497 | |
Net goodwill, beginning balance | 2,360,978 | |
Net goodwill, ending balance | 2,400,719 | |
Accumulated goodwill impairment, beginning balance | 132,409 | |
Accumulated goodwill impairment, ending balance | 132,409 | |
Fair value and other adjustments related to customer relationships | 1,020 | |
Cash received related to goodwill to acquire prior year acquisitions | 182 | |
North American Records and Information Management Business | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 1,620,425 | |
Non-deductible goodwill acquired during the year | 0 | |
Fair value and other adjustments | (175) | |
Currency effects | 9,868 | |
Ending balance | 1,630,118 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 204,681 | |
Currency effects | 464 | |
Accumulated amortization. ending balance | 205,145 | |
Net goodwill, beginning balance | 1,415,744 | |
Net goodwill, ending balance | 1,424,973 | |
Accumulated goodwill impairment, beginning balance | 85,909 | |
Accumulated goodwill impairment, ending balance | 85,909 | |
North American Data Management Business | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 423,606 | |
Non-deductible goodwill acquired during the year | 0 | |
Fair value and other adjustments | 0 | |
Currency effects | 2,473 | |
Ending balance | 426,079 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 53,699 | |
Currency effects | 116 | |
Accumulated amortization. ending balance | 53,815 | |
Net goodwill, beginning balance | 369,907 | |
Net goodwill, ending balance | 372,264 | |
Accumulated goodwill impairment, beginning balance | 0 | |
Accumulated goodwill impairment, ending balance | 0 | |
Western European Business | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 381,149 | |
Non-deductible goodwill acquired during the year | 0 | |
Fair value and other adjustments | 0 | |
Currency effects | (1,277) | |
Ending balance | 379,872 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 57,505 | |
Currency effects | (98) | |
Accumulated amortization. ending balance | 57,407 | |
Net goodwill, beginning balance | 323,644 | |
Net goodwill, ending balance | 322,465 | |
Accumulated goodwill impairment, beginning balance | 46,500 | |
Accumulated goodwill impairment, ending balance | 46,500 | |
Other International Business | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 225,626 | |
Non-deductible goodwill acquired during the year | 15,729 | |
Fair value and other adjustments | (133) | |
Currency effects | 12,593 | |
Ending balance | 253,815 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 129 | |
Currency effects | 1 | |
Accumulated amortization. ending balance | 130 | |
Net goodwill, beginning balance | 225,497 | |
Net goodwill, ending balance | 253,685 | |
Accumulated goodwill impairment, beginning balance | 0 | |
Accumulated goodwill impairment, ending balance | 0 | |
Corporate and Other | ||
Goodwill | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |
Gross amount of goodwill [Roll Forward] | ||
Beginning balance | 26,186 | |
Non-deductible goodwill acquired during the year | 0 | |
Fair value and other adjustments | 1,146 | |
Currency effects | 0 | |
Ending balance | 27,332 | |
Goodwill accumulated amortization [Roll Forward] | ||
Accumulated amortization. beginning balance | 0 | |
Currency effects | 0 | |
Accumulated amortization. ending balance | 0 | |
Net goodwill, beginning balance | 26,186 | |
Net goodwill, ending balance | 27,332 | |
Accumulated goodwill impairment, beginning balance | 0 | |
Accumulated goodwill impairment, ending balance | $ 0 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Schedule of Components of Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Amortizable intangible assets | |||
Gross carrying amount | $ 981,527 | $ 948,285 | |
Accumulated amortization | (360,433) | (342,185) | |
Net carrying amount | 621,094 | 606,100 | |
Amortization of other deferred charges | 14,563 | $ 13,252 | |
Customer Relationships and Acquisition Costs | |||
Amortizable intangible assets | |||
Gross carrying amount | 969,963 | 937,174 | |
Accumulated amortization | (351,624) | (333,860) | |
Net carrying amount | 618,339 | 603,314 | |
Core Technology | |||
Amortizable intangible assets | |||
Gross carrying amount | 3,442 | 3,370 | |
Accumulated amortization | (3,442) | (3,370) | |
Net carrying amount | 0 | 0 | |
Trademarks and Non-Compete Agreements | |||
Amortizable intangible assets | |||
Gross carrying amount | 8,122 | 7,741 | |
Accumulated amortization | (5,367) | (4,955) | |
Net carrying amount | $ 2,755 | $ 2,786 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee stock-based awards | ||
Weighted Average Common Shares Outstanding-Basic (in shares) | 211,526,000 | 210,237,000 |
Stock-based compensation | $ 6,885 | $ 6,856 |
Stock-based compensation expense (income), net of tax | $ 4,914 | $ 4,946 |
Stock-based compensation expense per basic and diluted share (in dollars per share) | $ 0.02 | $ 0.02 |
Excess tax benefit (deficiency) from stock-based compensation | $ (348) | $ 231 |
Summary of option activity | ||
Options outstanding balance, end of period (in shares) | 4,880,061 | |
Share-Based Compensation, aggregate disclosures | ||
Employee stock-based awards, unrecognized compensation costs on nonvested awards | $ 56,121 | |
Employee stock-based awards, unrecognized compensation costs on nonvested awards, weighted average period of recognition | 2 years 3 months 18 days | |
Stock Options | ||
Employee stock-based awards | ||
Weighted average fair value of options granted (in dollars per share) | $ 2.49 | $ 4.99 |
Weighted average assumptions used for grants | ||
Expected volatility (as a percent) | 27.20% | 28.60% |
Risk-free interest rate (as a percent) | 1.32% | 1.71% |
Expected dividend yield (as a percent) | 7.00% | 5.00% |
Expected life of the option | 5 years 7 months | 5 years 6 months |
Summary of option activity | ||
Options outstanding balance, beginning of period (in shares) | 3,688,814 | |
Options granted (in shares) | 1,408,788 | |
Options exercised (in shares) | (199,258) | |
Options forfeited (in shares) | (10,526) | |
Options expired (in shares) | (7,757) | |
Options outstanding balance, end of period (in shares) | 4,880,061 | |
Options exercisable balance (in shares) | 2,693,160 | |
Options expected to vest (in shares) | 2,009,861 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, options outstanding balance beginning of period (in dollars per share) | $ 27.79 | |
Weighted average exercise price, options granted (in dollars per share) | 33.88 | |
Weighted average exercise price, options exercised (in dollars per share) | 22.51 | |
Weighted average exercise price, options forfeited (in dollars per share) | 34.16 | |
Weighted average exercise price, options expired (in dollars per share) | 26.88 | |
Weighted average exercise price, options outstanding balance end of period (in dollars per share) | 29.75 | |
Weighted average exercise price, options exercisable (in dollars per share) | 25.27 | |
Weighted average exercise price, options expected to vest (in dollars per share) | $ 35.28 | |
Weighted average remaining contractual term | ||
Weighted average remaining contractual term, options outstanding | 6 years 8 months 27 days | |
Weighted average remaining contractual term, options exercisable | 4 years 6 months 29 days | |
Weighted average remaining contractual term, options expected to vest | 9 years 4 months 21 days | |
Aggregate intrinsic value | ||
Aggregate intrinsic value, options outstanding | $ 29,299 | |
Aggregate intrinsic value, options exercisable | 25,520 | |
Aggregate intrinsic value, options expected to vest | 3,498 | |
Aggregate intrinsic value of stock options exercised | ||
Aggregate intrinsic value of stock options exercised | $ 1,433 | $ 4,167 |
Employee Stock Purchase Plan | ||
Employee Stock Purchase Plan | ||
Percentage of market price for the purchase of shares | 95.00% | |
Employee stock purchase plan, shares available for grant | 838,429 | |
Performance units | ||
Dividends accrued | ||
Accrued cash dividends | $ 262 | 211 |
Cash dividends paid | $ 645 | 1,015 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||
Non-vested at the beginning of the period (in shares) | 433,805 | |
Granted (in shares) | 220,864 | |
Vested (in shares) | (112,581) | |
Forfeited (in shares) | (36,185) | |
Non-vested at the end of the period (in shares) | 505,903 | |
Weighted average grant date fair value | ||
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share) | $ 34.11 | |
Weighted average grant date fair value, granted (in dollars per share) | 35.09 | |
Weighted average grant date fair value, vested (in dollars per share) | 36.25 | |
Weighted average grant date fair value, forfeited (in dollars per share) | 44.36 | |
Weighted average grant date fair value, non-vested, end of period (in dollars per share) | $ 33.33 | |
Total fair value of shares or units vested | $ 4,081 | 2,063 |
Performance units disclosure | ||
Period of anniversary from the date of grant | 3 years | |
Qualifying age for grant of performance units | 55 years | |
Qualifying service period | 10 years | |
Performance units | PUs granted in 2014 | ||
Performance units disclosure | ||
Percentage of achievement of the predefined revenue and ROIC targets | 0.00% | |
Performance units | PUs granted in 2015 | ||
Performance units disclosure | ||
Percentage of achievement of the predefined revenue and ROIC targets | 100.00% | |
Performance units | Two Thousand Sixteen [Member] [Member] | ||
Performance units disclosure | ||
Percentage of achievement of the predefined revenue and ROIC targets | 100.00% | |
Performance units | Revenue or revenue growth and return on invested capital | PUs granted in 2014 | ||
Performance units disclosure | ||
Performance period | 3 years | |
Performance units | Market condition associated with shareholder return of common stock | ||
Performance units disclosure | ||
Performance period | 3 years | |
Performance units | Minimum | Revenue or revenue growth and return on invested capital | PUs granted in 2014 | ||
Performance units disclosure | ||
Percentage payout rate | 0.00% | |
Performance units | Minimum | Market condition associated with shareholder return of common stock | ||
Performance units disclosure | ||
Percentage payout rate | 0.00% | |
Performance units | Maximum | Revenue or revenue growth and return on invested capital | PUs granted in 2014 | ||
Performance units disclosure | ||
Percentage payout rate | 200.00% | |
Performance units | Maximum | Market condition associated with shareholder return of common stock | ||
Performance units disclosure | ||
Percentage payout rate | 200.00% | |
Original PU Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||
Non-vested at the beginning of the period (in shares) | 520,764 | |
Granted (in shares) | 220,864 | |
Vested (in shares) | (112,581) | |
Forfeited (in shares) | (2,106) | |
Non-vested at the end of the period (in shares) | 626,941 | |
PUs Adjustment | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||
Non-vested at the beginning of the period (in shares) | (86,959) | |
Granted (in shares) | 0 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (34,079) | |
Non-vested at the end of the period (in shares) | (121,038) | |
Restricted Stock Units | ||
Dividends accrued | ||
Cash dividends paid | $ 1,635 | 1,729 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ||
Non-vested at the beginning of the period (in shares) | 1,217,597 | |
Granted (in shares) | 550,285 | |
Vested (in shares) | (447,641) | |
Forfeited (in shares) | (20,230) | |
Non-vested at the end of the period (in shares) | 1,300,011 | |
Weighted average grant date fair value | ||
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share) | $ 33.68 | |
Weighted average grant date fair value, granted (in dollars per share) | 30.71 | |
Weighted average grant date fair value, vested (in dollars per share) | 33.46 | |
Weighted average grant date fair value, forfeited (in dollars per share) | 35.33 | |
Weighted average grant date fair value, non-vested, end of period (in dollars per share) | $ 32.47 | |
Total fair value of shares or units vested | $ 14,978 | 15,584 |
Restricted Stock Units | Minimum | ||
Employee stock-based awards | ||
Award vesting period | 3 years | |
Restricted Stock Units | Maximum | ||
Employee stock-based awards | ||
Award vesting period | 5 years | |
Continuing Operations | ||
Employee stock-based awards | ||
Stock-based compensation | $ 6,885 | 6,856 |
Continuing Operations | Cost of sales (excluding depreciation and amortization) | ||
Employee stock-based awards | ||
Stock-based compensation | 27 | 45 |
Continuing Operations | Selling, general and administrative expenses | ||
Employee stock-based awards | ||
Stock-based compensation | $ 6,858 | $ 6,811 |
Three year vesting options | ||
Employee stock-based awards | ||
Certain options as a percentage of total outstanding options | 67.00% | |
Summary of option activity | ||
Options outstanding balance, end of period (in shares) | 3,269,375 | |
Five year vesting options | ||
Employee stock-based awards | ||
Certain options as a percentage of total outstanding options | 27.40% | |
Summary of option activity | ||
Options outstanding balance, end of period (in shares) | 1,339,548 | |
Ten year vesting options | ||
Employee stock-based awards | ||
Certain options as a percentage of total outstanding options | 5.60% | |
Summary of option activity | ||
Options outstanding balance, end of period (in shares) | 271,138 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Income Per Share, Allowance for Doubful Accounts, Income Taxes, and Concentration of Credit Risk (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)bank$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)bank | |
Income (Loss) Per Share-Basic and Diluted | |||
Net income (loss) | $ | $ 63,041 | $ 41,739 | |
Net income (loss) attributable to Iron Mountain Incorporated | $ | $ 62,774 | $ 41,096 | |
Weighted-average shares—basic | 211,526,000 | 210,237,000 | |
Effect of dilutive potential stock options (in shares) | 482,388 | 1,223,330 | |
Effect of dilutive potential restricted stock, RSUs and PUs (in shares) | 463,053 | 788,758 | |
Weighted-average shares—diluted | 212,471,000 | 212,249,000 | |
Earnings (Losses) per share-basic: | |||
Income (Loss) from continuing operations (in dollars per share) | $ / shares | $ 0.30 | $ 0.20 | |
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | $ / shares | 0.30 | 0.20 | |
Earnings (Losses) per share-diluted: | |||
Income (Loss) from continuing operations (in dollars per share) | $ / shares | 0.30 | 0.20 | |
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | $ / shares | $ 0.30 | $ 0.19 | |
Antidilutive stock options, RSUs and PUs, excluded from the calculation (in shares) | 2,821,795 | 358,233 | |
Income Taxes: | |||
Effective tax rates (as a percent) | 15.90% | 27.60% | |
Federal statutory tax rate (as a percent) | 35.00% | 35.00% | |
Concentrations of Credit Risk | |||
Number of global banks with cash, cash equivalent and restricted cash held on deposit | bank | 4 | 4 | |
Cash, cash equivalent and restricted cash | $ | $ 117,945 | $ 128,381 | |
Money market funds and time deposits | $ | $ 29,611 | $ 18,645 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - Fair value measured on recurring basis - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Quoted prices in active markets (Level 1) | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | $ 0 | $ 0 |
Trading securities | 8,760 | 9,514 |
Available-for-sale Securities | 624 | |
Significant other observable inputs (Level 2) | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | 29,611 | 18,645 |
Trading securities | 482 | 857 |
Available-for-sale Securities | 0 | |
Significant unobservable inputs (Level 3) | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | 0 | 0 |
Trading securities | 0 | 0 |
Available-for-sale Securities | 0 | |
Estimate of Fair Value Measurement [Member] | ||
Assets and liabilities carried at fair value measured on a recurring basis | ||
Time deposits | 29,611 | 18,645 |
Trading securities | $ 9,242 | 10,371 |
Available-for-sale Securities | $ 624 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income and Other Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accumulated other comprehensive items, net | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | $ (174,917) | $ (75,031) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 23,491 | (56,074) |
Market value adjustments for securities | (734) | 23 |
Total Other comprehensive (loss) income | 22,757 | (56,051) |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | (152,160) | (131,082) |
Other Expense (Income), Net: | ||
Total loss (gain) on foreign currency transactions | (12,542) | 22,266 |
Other, net | 605 | 83 |
Other (Income) Expense, Net | (11,937) | 22,349 |
Foreign currency translation adjustments | ||
Accumulated other comprehensive items, net | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | (175,651) | (76,010) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 23,491 | (56,074) |
Market value adjustments for securities | 0 | 0 |
Total Other comprehensive (loss) income | 23,491 | (56,074) |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | (152,160) | (132,084) |
Market value adjustments for securities | ||
Accumulated other comprehensive items, net | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning Balance | 734 | 979 |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 0 | 0 |
Market value adjustments for securities | (734) | 23 |
Total Other comprehensive (loss) income | (734) | 23 |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending Balance | $ 0 | $ 1,002 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Property, Plant and Equipment and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Capitalization of internal use computer software | $ 3,403 | $ 6,040 |
Loss (gain) on disposal/write-down of property, plant and equipment (excluding real estate) | $ (451) | $ 333 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Cash dividends on RSUs (Details) - Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee stock-based awards | ||
Accrued cash dividends | $ 631 | $ 670 |
Cash dividends paid | $ 1,635 | $ 1,729 |
Derivative Instruments and He42
Derivative Instruments and Hedging Activities (Details) € in Thousands, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016EUR (€) | Mar. 31, 2016USD ($) | Mar. 31, 2015EUR (€) | |
6 3/4% Notes | Net Investment Hedging [Member] | Designated as Hedging Instrument [Member] | |||||
Derivative instruments | |||||
Notional amount of derivatives | € | € 30,218 | € 36,000 | |||
Derivatives used in Net Investment Hedge, Net of Tax | $ 15,754 | ||||
Foreign exchange contracts | |||||
Derivative instruments | |||||
Net cash payments from foreign currency forward contracts | $ 0 | $ 16,820 |
Derivative Instruments and He43
Derivative Instruments and Hedging Activities - Amount of (Gain) Loss in Income on Derivatives (Details) - Derivatives Not Designated as Hedging Instruments - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Gains and losses on derivative instruments | ||
Amount of Loss Recognized in Income on Derivatives | $ 0 | $ 28,533 |
Foreign exchange contracts | Other (income) expense, net | ||
Gains and losses on derivative instruments | ||
Amount of Loss Recognized in Income on Derivatives | $ 0 | $ 28,533 |
Derivative Instruments and He44
Derivative Instruments and Hedging Activities - Schedule of Foreign Exchange Gains Related to Fair of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Foreign exchange gains (losses) | $ (1,342) | $ 4,930 |
Less: Tax expense (benefit) on foreign exchange gains (losses) | 0 | 0 |
Foreign exchange gains (losses), net of tax | $ (1,342) | $ 4,930 |
Acquisitions (Details)
Acquisitions (Details) AUD / shares in Units, $ / shares in Units, AUD in Thousands, $ in Thousands | Apr. 27, 2016USD ($)shares | Mar. 31, 2016USD ($) | Jun. 08, 2015AUDAUD / sharesshares | Mar. 31, 2016USD ($) | Mar. 30, 2016city | Jun. 08, 2015$ / shares |
Docufile Holdings Proprietary Limited [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 15,000 | |||||
Archyvu Sistemos [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | 5,100 | |||||
Series of Individually Immaterial Business Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 23,595 | |||||
Cash consideration | 20,089 | |||||
Recall | ||||||
Business Acquisition [Line Items] | ||||||
Price per outstanding share | $ / shares | $ 0.50 | |||||
Common stock issuable per Recall common share | shares | 0.1722 | |||||
Consideration transferable per Recall common share (per share) | AUD / shares | AUD 8.50 | |||||
Consideration transferable cap | AUD | AUD 225,000 | |||||
Subsequent Event | Recall | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred | $ 2,163,000 | |||||
Cash consideration | $ 336,000 | |||||
Subsequent Event | Common Stock | Recall | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common stock (in shares) | shares | 50,700,000 | |||||
Initial United States Divestments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Number of cities subjected to the Scheme of Arrangement divestment | city | 13 | |||||
Initial United States Divestments [Member] | Access CIG, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Disposal Group, Deferred Gain on Disposal | $ 80,000 | $ 80,000 |
Acquisitions - Schedule of Purc
Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 2,400,719 | $ 2,360,978 |
Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Cash Paid (gross of cash acquired) | 20,089 | |
Fair value of Noncontrolling Interests | 3,506 | |
Total Consideration | 23,595 | |
Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other | 3,239 | |
Property, Plant and Equipment(2) | 5,630 | |
Customer Relationship Intangible Assets(3) | 9,234 | |
Liabilities Assumed and Deferred Income Taxes(4) | (10,237) | |
Total Fair Value of Identifiable Net Assets Acquired | 7,866 | |
Goodwill | 15,729 | |
Cash Acquired from Acquisition | 567 | |
Cash Received Related to Acquisitions in Previous Years | $ 182 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Debt Schedule of Long Term Debt
Debt Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 5,076,787 | $ 4,903,977 |
Current portion of long-term debt | (89,974) | (88,068) |
Long-term Debt, net of current portion | 4,931,296 | 4,757,610 |
Unamortized Debt Issuance Expense | (55,517) | (58,299) |
Long-term Debt | 5,021,270 | 4,845,678 |
Long-term Debt, Current Maturities | (89,974) | (88,068) |
Long Term Debt, Gross, Net of Current Portion | 4,986,813 | 4,815,909 |
Long-term Debt, Excluding Current Maturities | 4,931,296 | 4,757,610 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 929,134 | 784,438 |
Fair Value | 929,134 | 784,438 |
Unamortized Debt Issuance Expense | (8,753) | (9,410) |
Long-term Debt | 920,381 | 775,028 |
6% Senior Notes due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 1,000,000 | 1,000,000 |
Fair Value | 1,055,000 | 1,052,500 |
Unamortized Debt Issuance Expense | (15,276) | (16,124) |
Long-term Debt | 984,724 | 983,876 |
Senior Subsidiary Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 154,230 | 144,190 |
Fair Value | $ 158,086 | $ 147,074 |
Stated interest rate (as a percent) | 6.125% | 6.125% |
Unamortized Debt Issuance Expense | $ (1,968) | $ (1,924) |
Long-term Debt | 152,262 | 142,266 |
GBP Senior Notes 6.125 Percent, Due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 574,760 | 592,140 |
Fair Value | $ 582,462 | 606,944 |
Stated interest rate (as a percent) | 6.125% | |
Unamortized Debt Issuance Expense | $ (8,183) | (8,757) |
Long-term Debt | $ 566,577 | $ 583,383 |
6% Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 6.00% | 6.00% |
The 5 3/4% Notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,000,000 | $ 1,000,000 |
Fair Value | $ 1,028,700 | $ 961,200 |
Stated interest rate (as a percent) | 5.75% | 5.75% |
Unamortized Debt Issuance Expense | $ (11,559) | $ (11,902) |
Long-term Debt | 988,441 | 988,098 |
Accounts Receivable Securitization Program | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 222,000 | 205,900 |
Fair Value | 222,000 | 205,900 |
Unamortized Debt Issuance Expense | (615) | (692) |
Long-term Debt | 221,385 | 205,208 |
Real Estate Mortgages, Capital Leases and Other | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 356,038 | 333,559 |
Fair Value | 356,038 | 333,559 |
Unamortized Debt Issuance Expense | (1,017) | (1,070) |
Long-term Debt | 355,021 | 332,489 |
Senior Notes6 Percent Due2023 C A D Senior Notes6.125 Percent Due2021 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 600,000 | 600,000 |
Fair Value | 633,000 | 618,000 |
Unamortized Debt Issuance Expense | (8,146) | (8,420) |
Long-term Debt | 591,854 | 591,580 |
New Credit Agreement | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Carrying amount on long-term debt | 929,134 | |
New Credit Agreement | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 240,625 | 243,750 |
Carrying amount on long-term debt | 240,625 | |
Fair Value | 240,625 | 243,750 |
Unamortized Debt Issuance Expense | 0 | 0 |
Long-term Debt | $ 240,625 | $ 243,750 |
Debt (Details)
Debt (Details) € in Thousands | Jul. 02, 2015USD ($)bank | Mar. 06, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016EUR (€) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Debt | |||||||
Capital stock of subsidiaries pledged to secure debt (as a percent) | 66.00% | 66.00% | |||||
Ownership in U.S. subsidiaries that are considered guarantor (as a percent) | 100.00% | 100.00% | |||||
Current portion of long-term debt | $ 89,974,000 | $ 88,068,000 | |||||
Number of banks supporting New Credit Agreement | bank | 25 | ||||||
Debt covenants | |||||||
Dividends Limit, Percent | 95.00% | ||||||
Dividends Limit, Leverage Ratio Trigger | 6 | ||||||
New Credit Agreement | |||||||
Debt | |||||||
Average interest rate (as a percent) | 2.70% | 2.70% | |||||
Secured Debt [Member] | Accounts Receivable Securitization Program | |||||||
Debt | |||||||
Maximum borrowing capacity | $ 250,000,000 | ||||||
Commitment fee (as a percent) | 0.40% | ||||||
Effective interest rate (as a percent) | 1.30% | 1.30% | |||||
Accounts Receivable from Securitization | $ 222,000,000 | ||||||
Minimum | New Credit Agreement | |||||||
Debt | |||||||
Commitment fee percentage | 0.25% | ||||||
Maximum | New Credit Agreement | |||||||
Debt | |||||||
Commitment fee percentage | 0.40% | ||||||
Credit Agreement | |||||||
Debt | |||||||
Capital stock of subsidiaries pledged to secure debt (as a percent) | 66.00% | 66.00% | |||||
Debt covenants | |||||||
Net total lease adjusted leverage ratio | 5.7 | 5.7 | 5.6 | ||||
Net secured debt lease adjusted leverage ratio | 2.8 | 2.8 | 2.6 | ||||
Bond leverage ratio, per indentures | 5.6 | 5.6 | 5.5 | ||||
Fixed charge coverage ratio | 2.5 | 2.5 | 2.4 | ||||
Credit Agreement | Minimum | |||||||
Debt covenants | |||||||
Fixed charge coverage ratio | 1.5 | 1.5 | |||||
Credit Agreement | Maximum | |||||||
Debt covenants | |||||||
Net total lease adjusted leverage ratio | 6.5 | 6.5 | |||||
Net secured debt lease adjusted leverage ratio | 4 | 4 | |||||
Bond leverage ratio, per indentures | 6.5 | 6.5 | |||||
Revolving Credit Facility | |||||||
Debt | |||||||
Fair Value | $ 929,134,000 | $ 784,438,000 | |||||
Letters of credit outstanding | 38,331,000 | ||||||
Period of earnings before interest, taxes, depreciation, amortization and rent expense (EBITDAR) for calculation of remaining borrowing capacity | 12 months | ||||||
Remaining amount available for borrowing under credit facility | 532,535,000 | ||||||
Commitment fees and letters of credit fees | $ 685,000 | $ 867,000 | |||||
Revolving Credit Facility | New Credit Agreement | |||||||
Debt | |||||||
Maximum borrowing capacity | $ 1,500,000,000 | ||||||
Optional additional commitments | 500,000,000 | ||||||
Carrying amount on long-term debt | $ 929,134,000 | ||||||
Average interest rate (as a percent) | 2.80% | 2.80% | |||||
Revolving Credit Facility | Minimum | New Credit Agreement | |||||||
Debt | |||||||
Effective interest rate (as a percent) | 2.30% | 2.30% | |||||
Revolving Credit Facility | Maximum | New Credit Agreement | |||||||
Debt | |||||||
Effective interest rate (as a percent) | 4.80% | 4.80% | |||||
Term Loan Facility | New Credit Agreement | |||||||
Debt | |||||||
Amount of quarterly installments based on the original principal (as a percentage) | $ 3,125,000 | ||||||
Carrying amount on long-term debt | $ 240,625,000 | ||||||
Fair Value | $ 240,625,000 | $ 243,750,000 | |||||
Average interest rate (as a percent) | 2.70% | 2.70% | |||||
Term Loan Facility | New Credit Agreement | USD | |||||||
Debt | |||||||
Carrying amount on long-term debt | $ 583,000,000 | ||||||
Term Loan Facility | New Credit Agreement | CAD | |||||||
Debt | |||||||
Carrying amount on long-term debt | 172,000,000 | ||||||
Term Loan Facility | New Credit Agreement | AUD | |||||||
Debt | |||||||
Carrying amount on long-term debt | $ 71,600,000 | ||||||
Term Loan Facility | New Credit Agreement | EUR | |||||||
Debt | |||||||
Carrying amount on long-term debt | € | € 139,650 |
Debt Covenant Ratios (Details)
Debt Covenant Ratios (Details) - Credit Agreement | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Net total lease adjusted leverage ratio | 5.7 | 5.6 |
Net secured debt lease adjusted leverage ratio | 2.8 | 2.6 |
Bond leverage ratio, per indentures | 5.6 | 5.5 |
Fixed charge coverage ratio | 2.5 | 2.4 |
Maximum | ||
Debt Instrument [Line Items] | ||
Net total lease adjusted leverage ratio | 6.5 | |
Net secured debt lease adjusted leverage ratio | 4 | |
Bond leverage ratio, per indentures | 6.5 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Fixed charge coverage ratio | 1.5 |
Debt Commitment Fees (Details)
Debt Commitment Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Commitment fees and letters of credit fees | $ 685 | $ 867 |
Selected Consolidated Financi51
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Consolidating financial statements | ||||
Percentage of subsidiaries owned | 100.00% | |||
Current Assets: | ||||
Cash and Cash Equivalents | $ 117,945 | $ 128,381 | $ 119,605 | $ 125,933 |
Accounts Receivable | 574,717 | 564,401 | ||
Intercompany Receivable | 0 | 0 | ||
Other Current Assets | 139,234 | 165,130 | ||
Total Current Assets | 831,896 | 857,912 | ||
Property, Plant and Equipment, Net | 2,539,304 | 2,497,158 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | 0 | ||
Investment in Subsidiaries | 0 | 0 | ||
Goodwill | 2,400,719 | 2,360,978 | ||
Other | 650,390 | 634,539 | ||
Total Other Assets, net | 3,051,109 | 2,995,517 | ||
Total Assets | 6,422,309 | 6,350,587 | 6,326,393 | |
Liabilities and Equity | ||||
Intercompany Payable | 0 | 0 | ||
Current Portion of Long-term Debt | 89,974 | 88,068 | ||
Total Other Current Liabilities | 658,519 | 753,763 | ||
Long-term Debt, Net of Current Portion | 4,931,296 | 4,757,610 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | 0 | ||
Other Long-term Liabilities | $ 221,376 | $ 222,539 | ||
Commitments and Contingencies (see Note 8) | ||||
Total Iron Mountain Incorporated Stockholders' Equity | $ 496,398 | $ 508,841 | ||
Noncontrolling Interests | 24,746 | 19,766 | ||
Total Equity | 521,144 | 528,607 | 756,502 | 869,955 |
Total Liabilities and Equity | 6,422,309 | 6,350,587 | ||
Eliminations | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 0 | 0 | 0 | 0 |
Accounts Receivable | 0 | 0 | ||
Intercompany Receivable | (1,163,774) | (1,038,141) | ||
Other Current Assets | (29) | (29) | ||
Total Current Assets | (1,163,803) | (1,038,170) | ||
Property, Plant and Equipment, Net | 0 | 0 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | (3,330,498) | (3,256,918) | ||
Investment in Subsidiaries | (1,404,888) | (1,287,688) | ||
Goodwill | 0 | 0 | ||
Other | 0 | 0 | ||
Total Other Assets, net | (4,735,386) | (4,544,606) | ||
Total Assets | (5,899,189) | (5,582,776) | ||
Liabilities and Equity | ||||
Intercompany Payable | (1,163,774) | (1,038,141) | ||
Current Portion of Long-term Debt | (29) | (29) | ||
Total Other Current Liabilities | 0 | 0 | ||
Long-term Debt, Net of Current Portion | 0 | 0 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | (3,330,498) | (3,256,918) | ||
Other Long-term Liabilities | 0 | 0 | ||
Total Iron Mountain Incorporated Stockholders' Equity | (1,404,888) | (1,287,688) | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | (1,404,888) | (1,287,688) | ||
Total Liabilities and Equity | (5,899,189) | (5,582,776) | ||
Parent | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 554 | 151 | 0 | 2,399 |
Accounts Receivable | 0 | 0 | ||
Intercompany Receivable | 0 | 0 | ||
Other Current Assets | 1,755 | 898 | ||
Total Current Assets | 2,309 | 1,049 | ||
Property, Plant and Equipment, Net | 617 | 661 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 3,329,498 | 3,255,049 | ||
Investment in Subsidiaries | 853,087 | 797,666 | ||
Goodwill | 0 | 0 | ||
Other | 0 | 623 | ||
Total Other Assets, net | 4,182,585 | 4,053,338 | ||
Total Assets | 4,185,511 | 4,055,048 | ||
Liabilities and Equity | ||||
Intercompany Payable | 1,038,139 | 879,649 | ||
Current Portion of Long-term Debt | 0 | 0 | ||
Total Other Current Liabilities | 46,344 | 56,740 | ||
Long-term Debt, Net of Current Portion | 2,603,630 | 2,608,818 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 1,000 | 1,000 | ||
Other Long-term Liabilities | 0 | 0 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 496,398 | 508,841 | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | 496,398 | 508,841 | ||
Total Liabilities and Equity | 4,185,511 | 4,055,048 | ||
Guarantors | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 3,570 | 6,472 | 7,395 | 4,713 |
Accounts Receivable | 9,481 | 14,069 | ||
Intercompany Receivable | 1,163,774 | 1,038,141 | ||
Other Current Assets | 63,762 | 106,670 | ||
Total Current Assets | 1,240,587 | 1,165,352 | ||
Property, Plant and Equipment, Net | 1,615,683 | 1,600,886 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 1,000 | 1,869 | ||
Investment in Subsidiaries | 513,389 | 459,429 | ||
Goodwill | 1,617,970 | 1,618,593 | ||
Other | 391,495 | 392,987 | ||
Total Other Assets, net | 2,523,854 | 2,472,878 | ||
Total Assets | 5,380,124 | 5,239,116 | ||
Liabilities and Equity | ||||
Intercompany Payable | 0 | 0 | ||
Current Portion of Long-term Debt | 38,887 | 41,159 | ||
Total Other Current Liabilities | 397,180 | 454,924 | ||
Long-term Debt, Net of Current Portion | 764,668 | 674,190 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 3,329,498 | 3,255,049 | ||
Other Long-term Liabilities | 98,954 | 115,950 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 750,937 | 697,844 | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | 750,937 | 697,844 | ||
Total Liabilities and Equity | 5,380,124 | 5,239,116 | ||
Canada Company | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 3,983 | 13,182 | 7,120 | 4,979 |
Accounts Receivable | 30,627 | 30,428 | ||
Intercompany Receivable | 0 | 0 | ||
Other Current Assets | 2,873 | 2,305 | ||
Total Current Assets | 37,483 | 45,915 | ||
Property, Plant and Equipment, Net | 144,400 | 137,100 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | 0 | ||
Investment in Subsidiaries | 31,083 | 27,731 | ||
Goodwill | 163,498 | 152,975 | ||
Other | 24,080 | 22,637 | ||
Total Other Assets, net | 218,661 | 203,343 | ||
Total Assets | 400,544 | 386,358 | ||
Liabilities and Equity | ||||
Intercompany Payable | 4,656 | 5,892 | ||
Current Portion of Long-term Debt | 0 | 0 | ||
Total Other Current Liabilities | 24,700 | 26,804 | ||
Long-term Debt, Net of Current Portion | 290,847 | 284,798 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | 869 | ||
Other Long-term Liabilities | 41,929 | 37,402 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 38,412 | 30,593 | ||
Noncontrolling Interests | 0 | 0 | ||
Total Equity | 38,412 | 30,593 | ||
Total Liabilities and Equity | 400,544 | 386,358 | ||
Non-Guarantors | Reportable legal entities | ||||
Current Assets: | ||||
Cash and Cash Equivalents | 109,838 | 108,576 | $ 105,090 | $ 113,842 |
Accounts Receivable | 534,609 | 519,904 | ||
Intercompany Receivable | 0 | 0 | ||
Other Current Assets | 70,873 | 55,286 | ||
Total Current Assets | 715,320 | 683,766 | ||
Property, Plant and Equipment, Net | 778,604 | 758,511 | ||
Other Assets, Net: | ||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 0 | 0 | ||
Investment in Subsidiaries | 7,329 | 2,862 | ||
Goodwill | 619,251 | 589,410 | ||
Other | 234,815 | 218,292 | ||
Total Other Assets, net | 861,395 | 810,564 | ||
Total Assets | 2,355,319 | 2,252,841 | ||
Liabilities and Equity | ||||
Intercompany Payable | 120,979 | 152,600 | ||
Current Portion of Long-term Debt | 51,116 | 46,938 | ||
Total Other Current Liabilities | 190,295 | 215,295 | ||
Long-term Debt, Net of Current Portion | 1,272,151 | 1,189,804 | ||
Long-term Notes Payable to Affiliates and Intercompany Payable | 0 | 0 | ||
Other Long-term Liabilities | 80,493 | 69,187 | ||
Total Iron Mountain Incorporated Stockholders' Equity | 615,539 | 559,251 | ||
Noncontrolling Interests | 24,746 | 19,766 | ||
Total Equity | 640,285 | 579,017 | ||
Total Liabilities and Equity | $ 2,355,319 | $ 2,252,841 |
Selected Consolidated Financi52
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Storage Rental | $ 461,211 | $ 458,872 |
Service | 289,479 | 290,414 |
Intercompany Service | 0 | 0 |
Total Revenues | 750,690 | 749,286 |
Operating Expenses: | ||
Cost of sales (excluding depreciation and amortization) | 326,105 | 321,654 |
Selling, General and Administrative | 207,766 | 196,414 |
Intercompany Service Cost of Sales | 0 | 0 |
Depreciation and Amortization | 87,204 | 85,951 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | (451) | 333 |
Total Operating Expenses | 620,624 | 604,352 |
Operating Income (Loss) | 130,066 | 144,934 |
Interest Expense (Income), Net | 67,062 | 64,898 |
Other (Income) Expense, Net | (11,937) | 22,349 |
Income (Loss) Before Provision (Benefit) for Income Taxes | 74,941 | 57,687 |
Provision (Benefit) for Income Taxes | 11,900 | 15,948 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 0 | 0 |
Net Income (Loss) | 63,041 | 41,739 |
Net Income (Loss) | 63,041 | 41,739 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 267 | 643 |
Net income (loss) attributable to Iron Mountain Incorporated | 62,774 | 41,096 |
Net income (loss) | 63,041 | 41,739 |
Other Comprehensive Income (Loss): | ||
Foreign Currency Translation Adjustments | 23,978 | (56,175) |
Market Value Adjustments for Securities | (734) | 23 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 0 | 0 |
Total Other Comprehensive (Loss) Income | 23,244 | (56,152) |
Comprehensive Income (Loss) | 86,285 | (14,413) |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 754 | 542 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 85,531 | (14,955) |
Eliminations | ||
Revenues: | ||
Storage Rental | 0 | 0 |
Service | 0 | 0 |
Intercompany Service | (18,358) | (16,771) |
Total Revenues | (18,358) | (16,771) |
Operating Expenses: | ||
Cost of sales (excluding depreciation and amortization) | 0 | 0 |
Selling, General and Administrative | 0 | 0 |
Intercompany Service Cost of Sales | (18,358) | (16,771) |
Depreciation and Amortization | 0 | 0 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 0 | 0 |
Total Operating Expenses | (18,358) | (16,771) |
Operating Income (Loss) | 0 | 0 |
Interest Expense (Income), Net | 0 | 0 |
Other (Income) Expense, Net | 0 | 0 |
Income (Loss) Before Provision (Benefit) for Income Taxes | 0 | 0 |
Provision (Benefit) for Income Taxes | 0 | 0 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 131,190 | 66,149 |
Net Income (Loss) | (131,190) | (66,149) |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | (131,190) | (66,149) |
Net income (loss) | (131,190) | (66,149) |
Other Comprehensive Income (Loss): | ||
Foreign Currency Translation Adjustments | 0 | 0 |
Market Value Adjustments for Securities | 0 | 0 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | (50,648) | 132,824 |
Total Other Comprehensive (Loss) Income | (50,648) | 132,824 |
Comprehensive Income (Loss) | (181,838) | 66,675 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | (181,838) | 66,675 |
Parent | Reportable legal entities | ||
Revenues: | ||
Storage Rental | 0 | 0 |
Service | 0 | 0 |
Intercompany Service | 0 | 0 |
Total Revenues | 0 | 0 |
Operating Expenses: | ||
Cost of sales (excluding depreciation and amortization) | 0 | 0 |
Selling, General and Administrative | 72 | 73 |
Intercompany Service Cost of Sales | 0 | 0 |
Depreciation and Amortization | 45 | 46 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 0 | 0 |
Total Operating Expenses | 117 | 119 |
Operating Income (Loss) | (117) | (119) |
Interest Expense (Income), Net | 39,984 | 39,170 |
Other (Income) Expense, Net | 886 | (2,038) |
Income (Loss) Before Provision (Benefit) for Income Taxes | (40,987) | (37,251) |
Provision (Benefit) for Income Taxes | 0 | 0 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (103,761) | (78,347) |
Net Income (Loss) | 62,774 | 41,096 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | 62,774 | 41,096 |
Net income (loss) | 62,774 | 41,096 |
Other Comprehensive Income (Loss): | ||
Foreign Currency Translation Adjustments | (1,342) | 4,930 |
Market Value Adjustments for Securities | 0 | 0 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 24,099 | (60,981) |
Total Other Comprehensive (Loss) Income | 22,757 | (56,051) |
Comprehensive Income (Loss) | 85,531 | (14,955) |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 85,531 | (14,955) |
Guarantors | Reportable legal entities | ||
Revenues: | ||
Storage Rental | 308,997 | 304,592 |
Service | 185,307 | 180,865 |
Intercompany Service | 1,013 | 352 |
Total Revenues | 495,317 | 485,809 |
Operating Expenses: | ||
Cost of sales (excluding depreciation and amortization) | 202,538 | 196,661 |
Selling, General and Administrative | 148,633 | 132,192 |
Intercompany Service Cost of Sales | 3,354 | 0 |
Depreciation and Amortization | 56,253 | 55,403 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | (570) | 322 |
Total Operating Expenses | 410,208 | 384,578 |
Operating Income (Loss) | 85,109 | 101,231 |
Interest Expense (Income), Net | (8,530) | (6,677) |
Other (Income) Expense, Net | 3,482 | 1,383 |
Income (Loss) Before Provision (Benefit) for Income Taxes | 90,157 | 106,525 |
Provision (Benefit) for Income Taxes | 8,860 | 9,702 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (22,930) | 18,740 |
Net Income (Loss) | 104,227 | 78,083 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | 104,227 | 78,083 |
Net income (loss) | 104,227 | 78,083 |
Other Comprehensive Income (Loss): | ||
Foreign Currency Translation Adjustments | 0 | 0 |
Market Value Adjustments for Securities | (734) | 23 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 24,099 | (60,896) |
Total Other Comprehensive (Loss) Income | 23,365 | (60,873) |
Comprehensive Income (Loss) | 127,592 | 17,210 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 127,592 | 17,210 |
Canada Company | Reportable legal entities | ||
Revenues: | ||
Storage Rental | 27,605 | 30,868 |
Service | 14,642 | 16,557 |
Intercompany Service | 0 | 0 |
Total Revenues | 42,247 | 47,425 |
Operating Expenses: | ||
Cost of sales (excluding depreciation and amortization) | 6,790 | 7,165 |
Selling, General and Administrative | 3,373 | 4,167 |
Intercompany Service Cost of Sales | 13,991 | 16,419 |
Depreciation and Amortization | 3,079 | 3,052 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 6 | 0 |
Total Operating Expenses | 27,239 | 30,803 |
Operating Income (Loss) | 15,008 | 16,622 |
Interest Expense (Income), Net | 10,034 | 8,203 |
Other (Income) Expense, Net | (20) | (127) |
Income (Loss) Before Provision (Benefit) for Income Taxes | 4,994 | 8,546 |
Provision (Benefit) for Income Taxes | 1,866 | 3,063 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (1,371) | (1,059) |
Net Income (Loss) | 4,499 | 6,542 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 |
Net income (loss) attributable to Iron Mountain Incorporated | 4,499 | 6,542 |
Net income (loss) | 4,499 | 6,542 |
Other Comprehensive Income (Loss): | ||
Foreign Currency Translation Adjustments | 1,789 | (7,940) |
Market Value Adjustments for Securities | 0 | 0 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 661 | (3,007) |
Total Other Comprehensive (Loss) Income | 2,450 | (10,947) |
Comprehensive Income (Loss) | 6,949 | (4,405) |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 0 | 0 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 6,949 | (4,405) |
Non-Guarantors | Reportable legal entities | ||
Revenues: | ||
Storage Rental | 124,609 | 123,412 |
Service | 89,530 | 92,992 |
Intercompany Service | 17,345 | 16,419 |
Total Revenues | 231,484 | 232,823 |
Operating Expenses: | ||
Cost of sales (excluding depreciation and amortization) | 116,777 | 117,828 |
Selling, General and Administrative | 55,688 | 59,982 |
Intercompany Service Cost of Sales | 1,013 | 352 |
Depreciation and Amortization | 27,827 | 27,450 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | 113 | 11 |
Total Operating Expenses | 201,418 | 205,623 |
Operating Income (Loss) | 30,066 | 27,200 |
Interest Expense (Income), Net | 25,574 | 24,202 |
Other (Income) Expense, Net | (16,285) | 23,131 |
Income (Loss) Before Provision (Benefit) for Income Taxes | 20,777 | (20,133) |
Provision (Benefit) for Income Taxes | 1,174 | 3,183 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (3,128) | (5,483) |
Net Income (Loss) | 22,731 | (17,833) |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 267 | 643 |
Net income (loss) attributable to Iron Mountain Incorporated | 22,464 | (18,476) |
Net income (loss) | 22,731 | (17,833) |
Other Comprehensive Income (Loss): | ||
Foreign Currency Translation Adjustments | 23,531 | (53,165) |
Market Value Adjustments for Securities | 0 | 0 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 1,789 | (7,940) |
Total Other Comprehensive (Loss) Income | 25,320 | (61,105) |
Comprehensive Income (Loss) | 48,051 | (78,938) |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 754 | 542 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ 47,297 | $ (79,480) |
Selected Consolidated Financi53
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities: | ||
Cash Flows from Operating Activities | $ 81,118 | $ 5,512 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (80,852) | (74,776) |
Cash paid for acquisitions, net of cash acquired | (19,340) | (6,431) |
Intercompany loans to subsidiaries | 0 | 0 |
Investment in subsidiaries | 0 | 0 |
Payments to Acquire Intangible Assets and Customer Inducements | 7,258 | 9,243 |
Decrease in restricted cash | 0 | 13,860 |
Proceeds from sales of property and equipment and other, net (including real estate) | 169 | 410 |
Cash Flows from Investing Activities—Continuing Operations | (107,281) | (76,180) |
Cash Flows from Financing Activities: | ||
Repayment of revolving credit and term loan facilities and other debt | (2,384,215) | (2,282,261) |
Proceeds from revolving credit and term loan facilities and other debt | 2,509,845 | 2,450,403 |
Debt repayment and equity distribution to noncontrolling interests | 885 | (388) |
Intercompany loans from parent | 0 | 0 |
Equity contribution from parent | 0 | 0 |
Parent cash dividends | (104,931) | (102,539) |
Net proceeds (payments) associated with employee stock-based awards | (1,975) | 4,364 |
Excess tax benefit (deficiency) from stock-based compensation | (348) | 231 |
Payment of debt financing and stock issuance costs | 0 | (947) |
Cash Flows from Financing Activities—Continuing Operations | 19,261 | 68,863 |
Effect of exchange rates on cash and cash equivalents | (3,534) | (4,523) |
(Decrease) Increase in cash and cash equivalents | (10,436) | (6,328) |
Cash and cash equivalents, beginning of period | 128,381 | 125,933 |
Cash and cash equivalents, end of period | 117,945 | 119,605 |
Eliminations | ||
Cash Flows from Operating Activities: | ||
Cash Flows from Operating Activities | 0 | 0 |
Cash Flows from Investing Activities: | ||
Capital expenditures | 0 | 0 |
Cash paid for acquisitions, net of cash acquired | 0 | 0 |
Intercompany loans to subsidiaries | (198,429) | (212,638) |
Investment in subsidiaries | 3,170 | 10,000 |
Payments to Acquire Intangible Assets and Customer Inducements | 0 | 0 |
Decrease in restricted cash | 0 | |
Proceeds from sales of property and equipment and other, net (including real estate) | 0 | 0 |
Cash Flows from Investing Activities—Continuing Operations | (195,259) | (202,638) |
Cash Flows from Financing Activities: | ||
Repayment of revolving credit and term loan facilities and other debt | 0 | 0 |
Proceeds from revolving credit and term loan facilities and other debt | 0 | 0 |
Debt repayment and equity distribution to noncontrolling interests | 0 | 0 |
Intercompany loans from parent | 198,429 | 212,638 |
Equity contribution from parent | (3,170) | (10,000) |
Parent cash dividends | 0 | 0 |
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 |
Excess tax benefit (deficiency) from stock-based compensation | 0 | 0 |
Payment of debt financing and stock issuance costs | 0 | |
Cash Flows from Financing Activities—Continuing Operations | 195,259 | 202,638 |
Effect of exchange rates on cash and cash equivalents | 0 | 0 |
(Decrease) Increase in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Parent | Reportable legal entities | ||
Cash Flows from Operating Activities: | ||
Cash Flows from Operating Activities | (48,737) | (45,978) |
Cash Flows from Investing Activities: | ||
Capital expenditures | 0 | 0 |
Cash paid for acquisitions, net of cash acquired | 0 | 0 |
Intercompany loans to subsidiaries | 166,442 | 132,692 |
Investment in subsidiaries | (1,585) | (5,000) |
Payments to Acquire Intangible Assets and Customer Inducements | 0 | 0 |
Decrease in restricted cash | 13,860 | |
Proceeds from sales of property and equipment and other, net (including real estate) | 0 | 0 |
Cash Flows from Investing Activities—Continuing Operations | 164,857 | 141,552 |
Cash Flows from Financing Activities: | ||
Repayment of revolving credit and term loan facilities and other debt | (8,463) | 0 |
Proceeds from revolving credit and term loan facilities and other debt | 0 | 0 |
Debt repayment and equity distribution to noncontrolling interests | 0 | 0 |
Intercompany loans from parent | 0 | 0 |
Equity contribution from parent | 0 | 0 |
Parent cash dividends | (104,931) | (102,539) |
Net proceeds (payments) associated with employee stock-based awards | (1,975) | 4,364 |
Excess tax benefit (deficiency) from stock-based compensation | (348) | 231 |
Payment of debt financing and stock issuance costs | (29) | |
Cash Flows from Financing Activities—Continuing Operations | (115,717) | (97,973) |
Effect of exchange rates on cash and cash equivalents | 0 | 0 |
(Decrease) Increase in cash and cash equivalents | 403 | (2,399) |
Cash and cash equivalents, beginning of period | 151 | 2,399 |
Cash and cash equivalents, end of period | 554 | 0 |
Guarantors | Reportable legal entities | ||
Cash Flows from Operating Activities: | ||
Cash Flows from Operating Activities | 120,988 | 44,864 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (60,389) | (46,452) |
Cash paid for acquisitions, net of cash acquired | 0 | (684) |
Intercompany loans to subsidiaries | 31,987 | 79,946 |
Investment in subsidiaries | (1,585) | (5,000) |
Payments to Acquire Intangible Assets and Customer Inducements | 4,733 | 7,990 |
Decrease in restricted cash | 0 | |
Proceeds from sales of property and equipment and other, net (including real estate) | 50 | 160 |
Cash Flows from Investing Activities—Continuing Operations | (34,670) | 19,980 |
Cash Flows from Financing Activities: | ||
Repayment of revolving credit and term loan facilities and other debt | (1,422,539) | (1,894,836) |
Proceeds from revolving credit and term loan facilities and other debt | 1,500,499 | 1,823,900 |
Debt repayment and equity distribution to noncontrolling interests | 0 | 0 |
Intercompany loans from parent | (168,765) | 4,638 |
Equity contribution from parent | 1,585 | 5,000 |
Parent cash dividends | 0 | 0 |
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 |
Excess tax benefit (deficiency) from stock-based compensation | 0 | 0 |
Payment of debt financing and stock issuance costs | (864) | |
Cash Flows from Financing Activities—Continuing Operations | (89,220) | (62,162) |
Effect of exchange rates on cash and cash equivalents | 0 | 0 |
(Decrease) Increase in cash and cash equivalents | (2,902) | 2,682 |
Cash and cash equivalents, beginning of period | 6,472 | 4,713 |
Cash and cash equivalents, end of period | 3,570 | 7,395 |
Canada Company | Reportable legal entities | ||
Cash Flows from Operating Activities: | ||
Cash Flows from Operating Activities | 6,477 | 3,636 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (1,007) | (3,774) |
Cash paid for acquisitions, net of cash acquired | 130 | 106 |
Intercompany loans to subsidiaries | 0 | 0 |
Investment in subsidiaries | 0 | 0 |
Payments to Acquire Intangible Assets and Customer Inducements | 0 | 668 |
Decrease in restricted cash | 0 | |
Proceeds from sales of property and equipment and other, net (including real estate) | 0 | 6 |
Cash Flows from Investing Activities—Continuing Operations | (877) | (4,330) |
Cash Flows from Financing Activities: | ||
Repayment of revolving credit and term loan facilities and other debt | (383,896) | (159,145) |
Proceeds from revolving credit and term loan facilities and other debt | 370,816 | 161,962 |
Debt repayment and equity distribution to noncontrolling interests | 0 | 0 |
Intercompany loans from parent | (1,111) | 79 |
Equity contribution from parent | 0 | 0 |
Parent cash dividends | 0 | 0 |
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 |
Excess tax benefit (deficiency) from stock-based compensation | 0 | 0 |
Payment of debt financing and stock issuance costs | 0 | |
Cash Flows from Financing Activities—Continuing Operations | (14,191) | 2,896 |
Effect of exchange rates on cash and cash equivalents | (608) | (61) |
(Decrease) Increase in cash and cash equivalents | (9,199) | 2,141 |
Cash and cash equivalents, beginning of period | 13,182 | 4,979 |
Cash and cash equivalents, end of period | 3,983 | 7,120 |
Non-Guarantors | Reportable legal entities | ||
Cash Flows from Operating Activities: | ||
Cash Flows from Operating Activities | 2,390 | 2,990 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (19,456) | (24,550) |
Cash paid for acquisitions, net of cash acquired | (19,470) | (5,853) |
Intercompany loans to subsidiaries | 0 | 0 |
Investment in subsidiaries | 0 | 0 |
Payments to Acquire Intangible Assets and Customer Inducements | 2,525 | 585 |
Decrease in restricted cash | 0 | |
Proceeds from sales of property and equipment and other, net (including real estate) | 119 | 244 |
Cash Flows from Investing Activities—Continuing Operations | (41,332) | (30,744) |
Cash Flows from Financing Activities: | ||
Repayment of revolving credit and term loan facilities and other debt | (569,317) | (228,280) |
Proceeds from revolving credit and term loan facilities and other debt | 638,530 | 464,541 |
Debt repayment and equity distribution to noncontrolling interests | 885 | (388) |
Intercompany loans from parent | (28,553) | (217,355) |
Equity contribution from parent | 1,585 | 5,000 |
Parent cash dividends | 0 | 0 |
Net proceeds (payments) associated with employee stock-based awards | 0 | 0 |
Excess tax benefit (deficiency) from stock-based compensation | 0 | 0 |
Payment of debt financing and stock issuance costs | (54) | |
Cash Flows from Financing Activities—Continuing Operations | 43,130 | 23,464 |
Effect of exchange rates on cash and cash equivalents | (2,926) | (4,462) |
(Decrease) Increase in cash and cash equivalents | 1,262 | (8,752) |
Cash and cash equivalents, beginning of period | 108,576 | 113,842 |
Cash and cash equivalents, end of period | $ 109,838 | $ 105,090 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 5 |
Segment Information - Segment R
Segment Information - Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment information | |||
Unamortized Debt Issuance Expense | $ 55,517 | $ 58,299 | |
Total Revenues | 750,690 | $ 749,286 | |
Depreciation and Amortization | 87,204 | 85,951 | |
Depreciation | 75,390 | 74,791 | |
Amortization | 11,814 | 11,160 | |
Adjusted OIBDA | 235,146 | 231,218 | |
Total Assets | 6,422,309 | 6,326,393 | $ 6,350,587 |
Expenditures for Segment Assets | 107,450 | 90,450 | |
Capital Expenditures | 80,852 | 74,776 | |
Cash Paid for Acquisitions, Net of Cash Acquired | 19,340 | 6,431 | |
Additions to Customer Relationship and Acquisition Costs | 6,132 | 4,862 | |
Payments to Acquire Intangible Assets and Customer Inducements | 7,258 | 9,243 | |
North American Records and Information Management business | |||
Segment information | |||
Total Revenues | 444,681 | 442,687 | |
Depreciation and Amortization | 45,350 | 45,303 | |
Depreciation | 40,255 | 40,336 | |
Amortization | 5,095 | 4,967 | |
Adjusted OIBDA | 176,557 | 181,480 | |
Total Assets | 3,630,250 | 3,623,905 | |
Expenditures for Segment Assets | 46,666 | 42,375 | |
Capital Expenditures | 42,088 | 33,180 | |
Cash Paid for Acquisitions, Net of Cash Acquired | (130) | 600 | |
Payments to Acquire Intangible Assets and Customer Inducements | 4,708 | 8,595 | |
North American Data Management Business | |||
Segment information | |||
Total Revenues | 96,343 | 97,235 | |
Depreciation and Amortization | 5,670 | 5,344 | |
Depreciation | 5,422 | 5,284 | |
Amortization | 248 | 60 | |
Adjusted OIBDA | 53,460 | 51,288 | |
Total Assets | 640,401 | 648,507 | |
Expenditures for Segment Assets | 4,827 | 4,949 | |
Capital Expenditures | 4,827 | 4,907 | |
Cash Paid for Acquisitions, Net of Cash Acquired | 0 | (21) | |
Payments to Acquire Intangible Assets and Customer Inducements | 0 | 63 | |
Western European Business | |||
Segment information | |||
Unamortized Debt Issuance Expense | 9,650 | ||
Total Revenues | 93,876 | 99,065 | |
Depreciation and Amortization | 11,251 | 11,281 | |
Depreciation | 8,671 | 9,828 | |
Amortization | 2,580 | 1,453 | |
Adjusted OIBDA | 31,946 | 29,032 | |
Total Assets | 856,595 | 864,002 | |
Expenditures for Segment Assets | 6,060 | 7,588 | |
Capital Expenditures | 4,059 | 4,410 | |
Cash Paid for Acquisitions, Net of Cash Acquired | 0 | 2,819 | |
Payments to Acquire Intangible Assets and Customer Inducements | 2,001 | 359 | |
Other International Business | |||
Segment information | |||
Unamortized Debt Issuance Expense | 843 | ||
Total Revenues | 101,341 | 105,738 | |
Depreciation and Amortization | 14,286 | 14,423 | |
Depreciation | 10,902 | 9,790 | |
Amortization | 3,384 | 4,633 | |
Adjusted OIBDA | 21,576 | 21,256 | |
Total Assets | 976,389 | 933,366 | |
Expenditures for Segment Assets | 32,156 | 22,548 | |
Capital Expenditures | 12,162 | 19,289 | |
Cash Paid for Acquisitions, Net of Cash Acquired | 19,470 | 3,033 | |
Payments to Acquire Intangible Assets and Customer Inducements | 524 | 226 | |
Corporate and Other | |||
Segment information | |||
Unamortized Debt Issuance Expense | 34,568 | ||
Total Revenues | 14,449 | 4,561 | |
Depreciation and Amortization | 10,647 | 9,600 | |
Depreciation | 10,140 | 9,553 | |
Amortization | 507 | 47 | |
Adjusted OIBDA | (48,393) | (51,838) | |
Total Assets | 318,674 | 256,613 | |
Expenditures for Segment Assets | 17,741 | 12,990 | |
Capital Expenditures | 17,716 | 12,990 | |
Cash Paid for Acquisitions, Net of Cash Acquired | 0 | 0 | |
Payments to Acquire Intangible Assets and Customer Inducements | $ 25 | $ 0 |
Segment Information - Reconcili
Segment Information - Reconciliation to Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis | ||
Adjusted OIBDA | $ 235,146 | $ 231,218 |
Less: Depreciation and Amortization | 87,204 | 85,951 |
Loss (Gain) on disposal/write-down of property, plant and equipment (excluding real estate), net | (451) | 333 |
Business Combination, Acquisition Related Costs | 18,327 | 0 |
Interest Expense (Income), Net | 67,062 | 64,898 |
Other Expense (Income), Net | (11,937) | 22,349 |
Income (Loss) Before Provision (Benefit) for Income Taxes | $ 74,941 | $ 57,687 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - 3 months ended Mar. 31, 2016 € in Thousands, $ in Thousands | EUR (€)customerlawsuit | USD ($)customerlawsuit |
Buenos Aires, Argentina | ||
Commitments and Contingencies | ||
Maximum facility revenue as a percentage of consolidated revenues | 0.50% | 0.50% |
Insurance Settlement [Member] | ||
Commitments and Contingencies | ||
Reasonably possible additional losses | $ | $ 6,000 | |
Italy Fire | ||
Commitments and Contingencies | ||
Number of customer lawsuits | customer | 5 | 5 |
Number of customer lawsuits settled | 3 | 3 |
Loss Contingency, Pending Claims, Number | 2 | 2 |
Loss Contingency, Damages Sought, Value | € | € 42,600 |
Stockholders' Equity Matters -
Stockholders' Equity Matters - Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 21, 2016 | Feb. 18, 2016 | Dec. 15, 2015 | Oct. 29, 2015 | Sep. 30, 2015 | Aug. 27, 2015 | Jun. 26, 2015 | May. 28, 2015 | Mar. 20, 2015 | Feb. 19, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Equity [Abstract] | ||||||||||||
Dividends Declared per Common Share (in dollars per share) | $ 0.4850 | $ 0.4850 | $ 0.4750 | $ 0.4750 | $ 0.4750 | $ 0.4853 | $ 0.4747 | |||||
Dividends, Common Stock | $ 102,651 | $ 102,438 | $ 100,213 | $ 100,119 | $ 99,795 | $ 103,088 | $ 100,539 |
Transformation Initiative (Deta
Transformation Initiative (Details) - Transformation Initiative [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Cost Incurred to Date | $ 15,910 | |
Restructuring and Related Cost, Incurred Cost | 5,743 | $ 0 |
Restructuring Costs | 5,743 | |
Restructuring Reserve | 3,174 | |
North American Records and Information Management business | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | 2,289 | 0 |
Corporate and Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | 2,855 | 0 |
Western European Business | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | 204 | 0 |
North American Data Management Business | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | 395 | 0 |
Other International Business | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | 0 | 0 |
Selling, general and administrative expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | 5,743 | 0 |
Cost of sales (excluding depreciation and amortization) | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost, Incurred Cost | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Unsecured Bridge Loan [Member] - Unsecured Bridge Term Loan [Member] - Subsequent Event $ in Thousands | Apr. 19, 2016USD ($) |
Subsequent events | |
Principal amount of notes | $ 850,000 |
London Interbank Offered Rate (LIBOR) [Member] | |
Subsequent events | |
Debt instrument margin on variable rate (percent) | 3.25% |
Base Rate [Member] | |
Subsequent events | |
Debt instrument margin on variable rate (percent) | 2.25% |
Scenario, Forecast [Member] | |
Subsequent events | |
Increase in debt instrument margin (percent) | 0.50% |