Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 25, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'IRON MOUNTAIN INC | ' |
Entity Central Index Key | '0001020569 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
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 | ' | 191,955,783 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $169,906 | $120,526 |
Restricted cash | 33,860 | 33,860 |
Accounts receivable (less allowances of $34,645 and $35,544 as of December 31, 2013 and March 31, 2014, respectively) | 626,116 | 616,797 |
Deferred income taxes | 25,975 | 17,623 |
Prepaid expenses and other | 131,772 | 144,801 |
Total Current Assets | 987,629 | 933,607 |
Property, Plant and Equipment: | ' | ' |
Property, plant and equipment | 4,642,183 | 4,631,067 |
Less-Accumulated depreciation | -2,080,397 | -2,052,807 |
Property, Plant and Equipment, net | 2,561,786 | 2,578,260 |
Other Assets, net: | ' | ' |
Goodwill | 2,466,001 | 2,463,352 |
Customer relationships and acquisition costs | 619,610 | 605,484 |
Deferred financing costs | 43,939 | 45,607 |
Other | 27,652 | 26,695 |
Total Other Assets, net | 3,157,202 | 3,141,138 |
Total Assets | 6,706,617 | 6,653,005 |
Current Liabilities: | ' | ' |
Current portion of long-term debt | 55,084 | 52,583 |
Accounts payable | 167,637 | 216,456 |
Accrued expenses | 417,697 | 461,338 |
Deferred revenue | 227,432 | 228,724 |
Total Current Liabilities | 867,850 | 959,101 |
Long-term Debt, net of current portion | 4,288,605 | 4,119,139 |
Other Long-term Liabilities | 69,944 | 68,219 |
Deferred Rent | 109,919 | 104,244 |
Deferred Income Taxes | 319,128 | 344,468 |
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) | ' | ' |
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 191,426,920 shares and 191,920,929 shares as of December 31, 2013 and March 31, 2014, respectively) | 1,919 | 1,914 |
Additional paid-in capital | 984,585 | 980,164 |
Retained earnings | 63,297 | 73,920 |
Accumulated other comprehensive items, net | -6,983 | -8,660 |
Total Iron Mountain Incorporated Stockholders' Equity | 1,042,818 | 1,047,338 |
Noncontrolling Interests | 8,353 | 10,496 |
Total Equity | 1,051,171 | 1,057,834 |
Total Liabilities and Equity | $6,706,617 | $6,653,005 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ' | ' |
Accounts receivable, allowances (in dollars) | $35,544 | $34,645 |
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 | 191,920,929 | 191,426,920 |
Common stock, outstanding shares | 191,920,929 | 191,426,920 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 0 Months Ended | 3 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 14, 2014 | Dec. 16, 2013 | Sep. 11, 2013 | Jun. 06, 2013 | Mar. 14, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' | ' | ' | ' | ' | ' |
Storage rental | ' | ' | ' | ' | ' | $458,889 | $442,469 |
Service | ' | ' | ' | ' | ' | 311,237 | 304,562 |
Total Revenues | ' | ' | ' | ' | ' | 770,126 | 747,031 |
Operating Expenses: | ' | ' | ' | ' | ' | ' | ' |
Cost of sales (excluding depreciation and amortization) | ' | ' | ' | ' | ' | 335,145 | 321,076 |
Selling, general and administrative | ' | ' | ' | ' | ' | 214,780 | 223,451 |
Depreciation and amortization | ' | ' | ' | ' | ' | 86,433 | 80,201 |
(Gain) Loss on disposal/write-down of property, plant and equipment, net | ' | ' | ' | ' | ' | -8,307 | -539 |
Total Operating Expenses | ' | ' | ' | ' | ' | 628,051 | 624,189 |
Operating Income (Loss) | ' | ' | ' | ' | ' | 142,075 | 122,842 |
Interest Expense, Net (includes Interest Income of $225 and $1,526 for the three months ended March 31, 2013 and 2014, respectively) | ' | ' | ' | ' | ' | 62,312 | 63,182 |
Other Expense (Income), Net | ' | ' | ' | ' | ' | 5,317 | 2,739 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes | ' | ' | ' | ' | ' | 74,446 | 56,921 |
Provision (Benefit) for Income Taxes | ' | ' | ' | ' | ' | 31,725 | 38,571 |
Income (Loss) from Continuing Operations | ' | ' | ' | ' | ' | 42,721 | 18,350 |
Income (Loss) from Discontinued Operations, Net of Tax | ' | ' | ' | ' | ' | -612 | 2,184 |
Net Income (Loss) | ' | ' | ' | ' | ' | 42,109 | 20,534 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | ' | ' | ' | ' | ' | 442 | 1,148 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | ' | ' | ' | ' | ' | $41,667 | $19,386 |
Earnings (Losses) per Share-Basic: | ' | ' | ' | ' | ' | ' | ' |
Income (Loss) from Continuing Operations (in dollars per share) | ' | ' | ' | ' | ' | $0.22 | $0.10 |
Total Income (Loss) from Discontinued Operations (in dollars per share) | ' | ' | ' | ' | ' | $0 | $0.01 |
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | ' | ' | ' | ' | ' | $0.22 | $0.10 |
Earnings (Losses) per Share-Diluted: | ' | ' | ' | ' | ' | ' | ' |
Income (Loss) from Continuing Operations (in dollars per share) | ' | ' | ' | ' | ' | $0.22 | $0.10 |
Total Income (Loss) from Discontinued Operations (in dollars per share) | ' | ' | ' | ' | ' | $0 | $0.01 |
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | ' | ' | ' | ' | ' | $0.22 | $0.10 |
Weighted Average Common Shares Outstanding-Basic (in shares) | ' | ' | ' | ' | ' | 191,879 | 190,213 |
Weighted Average Common Shares Outstanding-Diluted (in shares) | ' | ' | ' | ' | ' | 193,069 | 192,110 |
Dividends Declared per Common Share (in dollars per share) | $0.27 | $0.27 | $0.27 | $0.27 | $0.27 | $0.27 | $0.27 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' |
Interest Income | $1,526 | $225 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ' | ' |
Net Income (Loss) | $42,109 | $20,534 |
Other Comprehensive (Loss) Income: | ' | ' |
Foreign Currency Translation Adjustments | 1,788 | -14,947 |
Total Other Comprehensive (Loss) Income | 1,788 | -14,947 |
Comprehensive Income (Loss) | 43,897 | 5,587 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 553 | 1,163 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $43,344 | $4,424 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Items, Net | Noncontrolling Interests |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2012 | $1,162,448 | $1,900 | $942,199 | $185,558 | $20,314 | $12,477 |
Balance (in shares) at Dec. 31, 2012 | ' | 190,005,788 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $1,705 and $185 for the three months ended March 31, 2013 and 2014 respectively | 12,608 | 6 | 12,602 | ' | ' | ' |
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares) | ' | 606,077 | ' | ' | ' | ' |
Parent cash dividends declared | -52,448 | ' | ' | -52,448 | ' | ' |
Currency translation adjustment | -14,947 | ' | ' | ' | -14,962 | 15 |
Net income (loss) | 20,534 | ' | ' | 19,386 | ' | 1,148 |
Noncontrolling interests equity contributions | 464 | ' | ' | ' | ' | 464 |
Noncontrolling interests dividends | -582 | ' | ' | ' | ' | -582 |
Balance at Mar. 31, 2013 | 1,128,077 | 1,906 | 954,801 | 152,496 | 5,352 | 13,522 |
Balance (in shares) at Mar. 31, 2013 | ' | 190,611,865 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | 1,057,834 | 1,914 | 980,164 | 73,920 | -8,660 | 10,496 |
Balance (in shares) at Dec. 31, 2013 | 191,426,920 | 191,426,920 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' |
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation, including tax benefit of $1,705 and $185 for the three months ended March 31, 2013 and 2014 respectively | 4,821 | 5 | 4,816 | ' | ' | ' |
Issuance of shares under employee stock purchase plan and option plans and stock-based compensation (in shares) | ' | 494,009 | ' | ' | ' | ' |
Parent cash dividends declared | -52,290 | ' | ' | -52,290 | ' | ' |
Currency translation adjustment | 1,788 | ' | ' | ' | 1,677 | 111 |
Net income (loss) | 42,109 | ' | ' | 41,667 | ' | 442 |
Noncontrolling interests dividends | -196 | ' | ' | ' | ' | -196 |
Purchase of noncontrolling interests | -2,895 | ' | -395 | ' | ' | -2,500 |
Balance at Mar. 31, 2014 | $1,051,171 | $1,919 | $984,585 | $63,297 | ($6,983) | $8,353 |
Balance (in shares) at Mar. 31, 2014 | 191,920,929 | 191,920,929 | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_EQU1
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONSOLIDATED STATEMENTS OF EQUITY | ' | ' |
Tax benefit (charge) on issuance of shares under employee stock purchase plan and option plans and stock-based compensation | ($185) | $1,705 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash Flows from Operating Activities: | ' | ' |
Net income (loss) | $42,109 | $20,534 |
(Income) Loss from discontinued operations | 612 | -2,184 |
Adjustments to reconcile net income (loss) to cash flows from operating activities: | ' | ' |
Depreciation | 74,713 | 70,095 |
Amortization (includes deferred financing costs and bond discount of $1,910 and $1,906 for the three months ended March 31, 2013 and 2014, respectively) | 13,626 | 12,016 |
Stock-based compensation expense | 7,141 | 5,710 |
(Benefit) Provision for deferred income taxes | -22,317 | -3,003 |
(Gain) Loss on disposal/write-down of property, plant and equipment, net | -8,307 | -539 |
Foreign currency transactions and other, net | 693 | 11,185 |
Changes in Assets and Liabilities (exclusive of acquisitions): | ' | ' |
Accounts receivable | -9,209 | -7,610 |
Prepaid expenses and other | 31,441 | 31,712 |
Accounts payable | -7,068 | 28,232 |
Accrued expenses and deferred revenue | -77,216 | -58,501 |
Other assets and long-term liabilities | 9,423 | -1,912 |
Cash Flows from Operating Activities-Continuing Operations | 55,641 | 105,735 |
Cash Flows from Operating Activities-Discontinued Operations | ' | 870 |
Cash Flows from Operating Activities | 55,641 | 106,605 |
Cash Flows from Investing Activities: | ' | ' |
Capital expenditures | -107,856 | -95,418 |
Cash paid for acquisitions, net of cash acquired | -30,781 | 74 |
Investment in restricted cash | ' | -1 |
Additions to customer relationship and acquisition costs | -8,158 | -4,636 |
Proceeds from sales of property and equipment and other, net | 17,892 | -517 |
Cash Flows from Investing Activities-Continuing Operations | -128,903 | -100,498 |
Cash Flows from Investing Activities-Discontinued Operations | ' | -10 |
Cash Flows from Investing Activities | -128,903 | -100,508 |
Cash Flows from Financing Activities: | ' | ' |
Repayment of revolving credit and term loan facilities and other debt | -2,454,691 | -355,367 |
Proceeds from revolving credit and term loan facilities and other debt | 2,876,047 | 386,506 |
Early retirement of senior subordinated notes | -247,275 | ' |
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | -2,317 | 194 |
Parent cash dividends | -52,735 | -51,662 |
Proceeds from exercise of stock options and employee stock purchase plan | 2,417 | 5,005 |
Excess tax benefits (deficiency) from stock-based compensation | -185 | 1,705 |
Payment of debt financing costs | -422 | -469 |
Cash Flows from Financing Activities-Continuing Operations | 120,839 | -14,088 |
Cash Flows from Financing Activities | 120,839 | -14,088 |
Effect of Exchange Rates on Cash and Cash Equivalents | 1,803 | -5,425 |
(Decrease) Increase in Cash and Cash Equivalents | 49,380 | -13,416 |
Cash and Cash Equivalents, Beginning of Period | 120,526 | 243,415 |
Cash and Cash Equivalents, End of Period | 169,906 | 229,999 |
Supplemental Information: | ' | ' |
Cash Paid for Interest | 86,232 | 65,617 |
Cash Paid for Income Taxes | 9,958 | 9,013 |
Non-Cash Investing and Financing Activities: | ' | ' |
Capital Leases | -2,183 | 20,146 |
Accrued Capital Expenditures | 36,110 | 26,442 |
Dividends Payable | $54,698 | $53,823 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ' | ' |
Deferred financing costs and bond discount included in Amortization | $1,906 | $1,910 |
General
General | 3 Months Ended |
Mar. 31, 2014 | |
General | ' |
General | ' |
(1) 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 paper documents and data backup media, and provide information management services in various locations throughout North America, Europe, Latin America and Asia Pacific. We have a diversified customer base consisting of commercial, legal, banking, health care, accounting, insurance, entertainment and government organizations. | |
The unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the 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, 2013 included in our Annual Report on Form 10-K filed on February 28, 2014. | |
On June 2, 2011, we sold (the "Digital Sale") our online backup and recovery, digital archiving and eDiscovery solutions businesses of our digital business (the "Digital Business") to Autonomy Corporation plc, a corporation formed under the laws of England and Wales ("Autonomy"), pursuant to a purchase and sale agreement dated as of May 15, 2011 among IMI, certain subsidiaries of IMI and Autonomy (the "Digital Sale Agreement"). Additionally, on April 27, 2012, we sold our records management operations in Italy. The financial position, operating results and cash flows of the Digital Business and our Italian operations, including the gain on the sale of the Digital Business and the loss on the sale of our Italian operations, for all periods presented, have been reported as discontinued operations for financial reporting purposes. See Note 10 for a further discussion of these events. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
(2) Summary of Significant Accounting Policies | ||||||||||||||
a. | ||||||||||||||
Principles of Consolidation | ||||||||||||||
The accompanying financial statements reflect our financial position, results of operations, comprehensive income (loss), equity and cash flows on a consolidated basis. All intercompany account balances have been eliminated. | ||||||||||||||
b. | ||||||||||||||
Cash, Cash Equivalents and Restricted Cash | ||||||||||||||
Cash and cash equivalents include cash on hand and cash invested in highly liquid short-term securities, which have remaining maturities at the date of purchase of less than 90 days. Cash and cash equivalents are carried at cost, which approximates fair value. | ||||||||||||||
We have restricted cash associated with a collateral trust agreement with our insurance carrier related to our workers' compensation self-insurance program. The restricted cash subject to this agreement was $33,860 as of both December 31, 2013 and March 31, 2014, and is included in current assets on our Consolidated Balance Sheets. Restricted cash consists primarily of U.S. Treasuries. | ||||||||||||||
c. | ||||||||||||||
Foreign Currency | ||||||||||||||
Local currencies are the functional currencies for our operations outside the U.S., with the exception of certain foreign holding companies and our financing centers in Switzerland, whose functional currency is the U.S. 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 71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes"), (2) our 63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes"), (3) the borrowings in certain foreign currencies under our revolving credit facility and (4) 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. The total gain or loss on foreign currency transactions amounted to a net loss of $3,565 and $6,438 for the three months ended March 31, 2013 and 2014, respectively. | ||||||||||||||
d. | ||||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||||
Goodwill and intangible assets with indefinite lives are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Other than goodwill, we currently have no intangible assets that have indefinite lives and which are not amortized. Separable intangible assets that are not deemed to have indefinite lives are amortized over their useful lives. We annually assess whether a change in the life over which our intangible assets are amortized is necessary or more frequently if events or circumstances warrant. | ||||||||||||||
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, 2013 and noted no impairment of goodwill at such date. As of December 31, 2013 and March 31, 2014, no factors were identified that would alter our October 1, 2013 goodwill assessment. 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. | ||||||||||||||
Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2013 were as follows: (1) North America; (2) United Kingdom, Ireland, Norway, Belgium, France, Germany, Luxembourg, Netherlands and Spain ("Western Europe"); (3) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("Emerging Markets"); (4) Latin America; (5) Australia, China, Hong Kong and Singapore ("Asia Pacific"); and (6) India, Russia and the Ukraine ("Emerging Market Joint Ventures"). Based on our goodwill impairment assessment, all of our reporting units with goodwill had estimated fair values as of October 1, 2013 that exceeded their carrying values by greater than 15%. As of December 31, 2013, the carrying value of goodwill, net amounted to $1,849,440, $375,954, $88,599, $93,149 and $56,210 for North America, Western Europe, Emerging Markets, Latin America and Asia Pacific, respectively. Our Emerging Market Joint Ventures reporting unit had no goodwill as of December 31, 2013. | ||||||||||||||
Beginning January 1, 2014, as a result of the changes in our reportable segments associated with our reorganization (see Note 7 for a description of our reportable operating segments), we now have 12 reporting units. Our North American Records and Information Management Business segment includes the following three reporting units: (1) North American Records and Information Management; (2) technology escrow services that protect and manage source code ("Intellectual Property Management") and (3) the storage, assembly and detailed reporting of customer marketing literature and delivery to sales offices, trade shows and prospective customers' sites based on current and prospective customer orders ("Fulfillment Services"). The North American Data Management Business segment is a separate reporting unit. The Emerging Businesses reporting unit (which primarily relates to our data center business in the United States and which is a component of Corporate and Other) is also a reporting unit. Additionally, the International Business segment consists of the following seven reporting units: (1) United Kingdom, Ireland, Norway, Austria, Belgium, France, Germany, Luxembourg, Netherlands, Spain and Switzerland ("New Western Europe"); (2) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("New Emerging Markets"); (3) Latin America; (4) Australia and Singapore; (5) China and Hong Kong ("Greater China"); (6) India; and (7) Russia and the Ukraine. We have reassigned goodwill associated with the reporting units impacted by the reorganization among the new reporting units on a relative fair value basis. The fair value of each of our new reporting units was determined based on the application of preliminary fair value multiples of revenue and earnings, which is our best estimate and preliminary assessment of the goodwill allocations to each of the new reporting units on a relative fair value basis. | ||||||||||||||
The carrying value of goodwill, net for each of our reporting units as of March 31, 2014 is as follows: | ||||||||||||||
Carrying Value | ||||||||||||||
as of | ||||||||||||||
March 31, 2014 | ||||||||||||||
North American Records and Information Management(1) | $ | 1,401,347 | ||||||||||||
Intellectual Property Management(1) | 50,439 | |||||||||||||
Fulfillment Services(1) | 8,407 | |||||||||||||
North American Data Management(1) | 365,049 | |||||||||||||
Emerging Businesses | — | |||||||||||||
New Western Europe | 389,752 | |||||||||||||
New Emerging Markets | 90,619 | |||||||||||||
Latin America | 92,298 | |||||||||||||
Australia and Singapore | 65,853 | |||||||||||||
Greater China | 2,237 | |||||||||||||
India | — | |||||||||||||
Russia and Ukraine | — | |||||||||||||
| | | | | ||||||||||
Total | $ | 2,466,001 | ||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
-1 | ||||||||||||||
We will finalize our preliminary estimates of fair value for these new reporting units once we finalize multi-year cash flow forecasts of such reporting units and conclude on fair value of each new reporting unit based on the combined weighting of both fair value multiples and discounted cash flow valuation techniques. To the extent final fair values of our new reporting units differ from our preliminary estimates, we will reassign goodwill amongst the new reporting units in a future period in which final information as of January 1, 2014 is available to complete the fair values and the corresponding allocation of goodwill amongst the new reporting units. | ||||||||||||||
We concluded that we had an interim triggering event and, therefore, we performed an interim goodwill impairment test as of January 1, 2014 on the basis of these new reporting units during the first quarter of 2014. We concluded that the goodwill for each of our new reporting units was not impaired as of such date. While we continue to refine our preliminary estimates of fair value of certain of our new reporting units for purposes of reallocating goodwill, we do not believe that any such changes to preliminary fair value estimates will result in a change in our conclusion that there is no goodwill impairment as of January 1, 2014. | ||||||||||||||
The changes in the carrying value of goodwill attributable to each reportable operating segment for the three months ended March 31, 2014 are as follows: | ||||||||||||||
North American | North American | International | Total | |||||||||||
Records and Information | Data | Business | Consolidated | |||||||||||
Management | Management | |||||||||||||
Business | Business | |||||||||||||
Gross Balance as of December 31, 2013 | $ | 1,688,280 | $ | 422,070 | $ | 673,335 | $ | 2,783,685 | ||||||
Non-deductible goodwill acquired during the year | — | — | 23,971 | 23,971 | ||||||||||
Fair value and other adjustments(1) | (13,213 | ) | (3,303 | ) | (2,612 | ) | (19,128 | ) | ||||||
Currency effects | (6,466 | ) | (1,617 | ) | 5,574 | (2,509 | ) | |||||||
| | | | | | | | | | | | | | |
Gross Balance as of March 31, 2014 | $ | 1,668,601 | $ | 417,150 | $ | 700,268 | $ | 2,786,019 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accumulated Amortization Balance as of December 31, 2013 | $ | 208,729 | $ | 52,181 | $ | 59,423 | $ | 320,333 | ||||||
Currency effects | (321 | ) | (80 | ) | 86 | (315 | ) | |||||||
| | | | | | | | | | | | | | |
Accumulated Amortization Balance as of March 31, 2014 | $ | 208,408 | $ | 52,101 | $ | 59,509 | $ | 320,018 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net Balance as of December 31, 2013 | $ | 1,479,551 | $ | 369,889 | $ | 613,912 | $ | 2,463,352 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net Balance as of March 31, 2014 | $ | 1,460,193 | $ | 365,049 | $ | 640,759 | $ | 2,466,001 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accumulated Goodwill Impairment Balance as of December 31, 2013 | $ | 85,909 | $ | — | $ | 46,500 | $ | 132,409 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accumulated Goodwill Impairment Balance as of March 31, 2014 | $ | 85,909 | $ | — | $ | 46,500 | $ | 132,409 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Total fair value and other adjustments primarily include $(18,212) in net adjustments to deferred income taxes and customer relationships, as well as $(916) of cash received related to certain 2013 acquisitions. | ||||||||||||||
The components of our amortizable intangible assets as of March 31, 2014 are as follows: | ||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||
Amount | Amortization | Amount | ||||||||||||
Customer Relationships and Acquisition Costs | $ | 907,801 | $ | (288,191 | ) | $ | 619,610 | |||||||
Core Technology(1) | 3,828 | (3,591 | ) | 237 | ||||||||||
Trademarks and Non-Compete Agreements(1) | 6,342 | (4,121 | ) | 2,221 | ||||||||||
Deferred Financing Costs | 56,532 | (12,593 | ) | 43,939 | ||||||||||
| | | | | | | | | | | ||||
Total | $ | 974,503 | $ | (308,496 | ) | $ | 666,007 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
-1 | ||||||||||||||
Included in Other Assets, net in the accompanying Consolidated Balance Sheets. | ||||||||||||||
Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $12,016 and $13,626 for the three months ended March 31, 2013 and 2014, respectively. | ||||||||||||||
e. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock, 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, 2013 and 2014 was $5,710 ($4,887 after tax or $0.03 per basic and diluted share) and $7,141 ($5,134 after tax or $0.03 per basic and diluted share), respectively. | ||||||||||||||
Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations related to continuing operations is as follows: | ||||||||||||||
Three Months | ||||||||||||||
Ended | ||||||||||||||
March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Cost of sales (excluding depreciation and amortization) | $ | 70 | $ | 190 | ||||||||||
Selling, general and administrative expenses | 5,640 | 6,951 | ||||||||||||
| | | | | | | | |||||||
Total stock-based compensation | $ | 5,710 | $ | 7,141 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
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 reduces reported operating cash flows and increases reported financing cash flows. As a result, net financing cash flows from continuing operations included $1,705 and $(185) for the three months ended March 31, 2013 and 2014, respectively, from the benefits (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 | ||||||||||||||
Under our various stock option plans, options were granted with exercise prices equal to the market price of the stock on the date of grant. The majority of our options become exercisable ratably over a period of five years from the date of grant and generally have a contractual life of ten years from the date of grant, unless the holder's employment is terminated sooner. Certain of the options we issue become exercisable ratably over a period of ten years from the date of grant and have a contractual life of 12 years from the date of grant, unless the holder's employment is terminated sooner. As of March 31, 2014, ten-year vesting options represented 7.1% of total outstanding options. As of March 31, 2014, three-year vesting options represented 28.3% of total outstanding options. Our non-employee directors are considered employees for purposes of our stock option plans and stock option reporting. Options granted to our non-employee directors generally become exercisable one year from the date of grant. | ||||||||||||||
The weighted average fair value of options granted for the three months ended March 31, 2013 and 2014 was $7.69 and $5.60 per share, respectively. These values were estimated on the date of grant using the Black-Scholes option pricing model. The following table summarizes the weighted average assumptions used for grants in the respective period: | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
Weighted Average Assumptions | 2013 | 2014 | ||||||||||||
Expected volatility | 33.8 | % | 33.9 | % | ||||||||||
Risk-free interest rate | 1.13 | % | 2.06 | % | ||||||||||
Expected dividend yield | 3 | % | 4 | % | ||||||||||
Expected life | 6.3 years | 6.8 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 U.S. Treasury interest rates whose term is consistent with the expected life 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 (estimated period of time outstanding) 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, 2014 is as follows: | ||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term | ||||||||||||||
Outstanding at December 31, 2013 | 5,145,739 | $ | 24.09 | |||||||||||
Granted | 525,268 | 30.7 | ||||||||||||
Exercised | (136,656 | ) | 20.63 | |||||||||||
Forfeited | (80,463 | ) | 23.24 | |||||||||||
Expired | (59 | ) | 25.31 | |||||||||||
| | | | | | | | | | | | | | |
Outstanding at March 31, 2014 | 5,453,829 | $ | 24.79 | 5.05 | $ | 19,635 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options exercisable at March 31, 2014 | 4,043,021 | $ | 23.99 | 4.15 | $ | 16,411 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options expected to vest | 1,297,099 | $ | 27.06 | 7.69 | $ | 3,088 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following table provides the aggregate intrinsic value of stock options exercised for the three months ended March 31, 2013 and 2014: | ||||||||||||||
Three Months | ||||||||||||||
Ended | ||||||||||||||
March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Aggregate intrinsic value of stock options exercised | $ | 5,446 | $ | 977 | ||||||||||
Restricted Stock and Restricted Stock Units | ||||||||||||||
Under our various equity compensation plans, we may also grant restricted stock or RSUs. Our restricted stock and RSUs generally have a three to five year vesting period from the date of 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. We accrued approximately $1,790 and $434 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, respectively. We paid approximately $366 and $831 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, respectively. The fair value of restricted stock and 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). | ||||||||||||||
A summary of restricted stock and RSU activity for the three months ended March 31, 2014 is as follows: | ||||||||||||||
Restricted | Weighted- | |||||||||||||
Stock and RSUs | Average | |||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested at December 31, 2013 | 1,435,230 | $ | 29.76 | |||||||||||
Granted | 598,423 | 27.32 | ||||||||||||
Vested | (438,353 | ) | 31.6 | |||||||||||
Forfeited | (65,298 | ) | 32.31 | |||||||||||
| | | | | | | | |||||||
Non-vested at March 31, 2014 | 1,530,002 | $ | 28.17 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
No restricted stock vested during each of the three months ended March 31, 2013 and 2014. The total fair value of RSUs vested during the three months ended March 31, 2013 and 2014 was $8,607 and $13,844, respectively. | ||||||||||||||
Performance Units | ||||||||||||||
Under our various equity compensation plans, we may also make awards of PUs. For the majority of 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 150% (for PUs granted prior to 2014) and 0% to 200% (for PUs granted in 2014) 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 either the one-year performance period (for PUs granted prior to 2014) or the three-year performance period (for PUs granted in 2014). Certain PUs granted in 2013 and 2014 will be earned based on a market condition associated with the total return on our common stock in relation to a subset of the S&P 500 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. For those PUs subject to a one-year performance period, employees who subsequently terminate their employment after the end of the one-year performance period and on or after attaining age 55 and completing 10 years of qualifying service (the "retirement criteria") shall immediately and completely vest in any PUs earned based on the actual achievement against the predefined targets as discussed above (but delivery of the shares remains deferred). As a result, PUs subject to a one-year performance period are generally expensed over the shorter of (1) the vesting period, (2) achievement of the retirement criteria, which may occur as early as January 1 of the year following the year of grant, or (3) a maximum of three years. Outstanding 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. We accrued approximately $573 and $150 of cash dividends on PUs for the three months ended March 31, 2013 and 2014, respectively. | ||||||||||||||
During the three months ended March 31, 2014, we issued 173,260 PUs. As our PUs are earned based on our performance against revenue or revenue growth and ROIC targets during their applicable performance period, we forecast the likelihood of achieving the predefined revenue or 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 applicable performance period) or the actual PUs earned (at the one-year anniversary date for PUs granted prior to 2014, and at the three-year anniversary date for PUs granted in 2014) over the vesting period for each of the awards. For the 2013 and 2014 PUs that will be earned based on a market condition, we utilized a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value will be expensed over the three-year performance period. The total fair value of earned PUs that vested during the three months ended March 31, 2013 and 2014 was $908 and $4,030, respectively. There were no cash dividends paid on PUs for the three months ended March 31, 2013. We paid approximately $221 of cash dividends on PUs for the three months ended March 31, 2014. As of March 31, 2014, we expected 100% achievement of the predefined revenue and ROIC targets associated with the awards of PUs made in 2014. | ||||||||||||||
A summary of PU activity for the three months ended March 31, 2014 is as follows: | ||||||||||||||
Original | PU Adjustment(1) | Total | Weighted- | |||||||||||
PU Awards | PU Awards | Average | ||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested at December 31, 2013 | 334,548 | (23,732 | ) | 310,816 | $ | 33.18 | ||||||||
Granted | 173,260 | (52,475 | ) | 120,785 | 22.84 | |||||||||
Vested | (136,801 | ) | (11,819 | ) | (148,620 | ) | 27.12 | |||||||
Forfeited | (3,384 | ) | — | (3,384 | ) | 34.27 | ||||||||
| | | | | | | | | | | | | | |
Non-vested at March 31, 2014 | 367,623 | (88,026 | ) | 279,597 | $ | 31.92 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria achievement at the end of the defined performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets. | ||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
We offer an ESPP in which participation is available to substantially all U.S. and Canadian employees who meet certain service eligibility requirements. The ESPP provides a way for our eligible employees to become stockholders on favorable terms. The ESPP provides for the purchase of our common stock by eligible employees through successive offering periods. We have historically had two six-month offering periods per year, the first of which generally runs from June 1 through November 30 and the second of which generally runs from December 1 through May 31. During each offering period, participating employees accumulate after-tax payroll contributions, up to a maximum of 15% of their compensation, to pay the purchase price at the end of the offering. Participating employees may withdraw from an offering before the purchase date and obtain a refund of the amounts withheld as payroll deductions. At the end of the offering period, outstanding options under the ESPP are exercised, and each employee's accumulated contributions are used to purchase our common stock. The price for shares purchased under the ESPP is 95% of the fair market price at the end of the offering period, without a look-back feature. As a result, we do not recognize compensation expense for the ESPP shares purchased. In the three months ended March 31, 2013 and 2014, there were no offering periods which ended under the ESPP, and no shares were issued. As of March 31, 2014, we have 1,000,000 shares available under the ESPP. | ||||||||||||||
As of March 31, 2014, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $55,903 and is expected to be recognized over a weighted-average period of 2.2 years. | ||||||||||||||
We generally issue shares of our common stock for the exercises of stock options, restricted stock, RSUs, PUs and shares of our common stock under our ESPP from unissued reserved shares. | ||||||||||||||
f. | ||||||||||||||
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 following table presents the calculation of basic and diluted income (loss) per share: | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Income (Loss) from continuing operations | $ | 18,350 | $ | 42,721 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Total income (loss) from discontinued operations (see Note 10) | $ | 2,184 | $ | (612 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Net income (loss) attributable to Iron Mountain Incorporated | $ | 19,386 | $ | 41,667 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Weighted-average shares—basic | 190,213,000 | 191,879,000 | ||||||||||||
Effect of dilutive potential stock options | 1,395,106 | 682,801 | ||||||||||||
Effect of dilutive potential restricted stock, RSUs and PUs | 501,974 | 507,219 | ||||||||||||
| | | | | | | | |||||||
Weighted-average shares—diluted | 192,110,080 | 193,069,020 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Earnings (Losses) per share—basic: | ||||||||||||||
Income (Loss) from continuing operations | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Total income (loss) from discontinued operations (see Note 10) | $ | 0.01 | $ | (0.00 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Net income (loss) attributable to Iron Mountain Incorporated—basic | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Earnings (Losses) per share—diluted: | ||||||||||||||
Income (Loss) from continuing operations | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Total income (loss) from discontinued operations (see Note 10) | $ | 0.01 | $ | (0.00 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Net income (loss) attributable to Iron Mountain Incorporated—diluted | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Antidilutive stock options, RSUs and PUs, excluded from the calculation | 260,298 | 1,380,962 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
g. | ||||||||||||||
Revenues | ||||||||||||||
Our revenues consist of storage rental revenues as well as service revenues and are reflected net of sales and value added taxes. Storage rental revenues, which are considered a key driver of financial performance for the storage and information management services industry, consist primarily of recurring periodic rental charges related to the storage of materials or data (generally on a per unit basis). Service revenues include charges for related service activities, which include: (1) the handling of records, including the addition of new records, temporary removal of records from storage, refiling of removed records and the destruction of records; (2) courier operations, consisting primarily of the pickup and delivery of records upon customer request; (3) secure shredding of sensitive documents and the related sale of recycled paper, the price of which can fluctuate from period to period; (4) other services, including the scanning, imaging and document conversion services of active and inactive records, or Document Management Solutions ("DMS"), which relate to physical and digital records, and project revenues; (5) customer termination and permanent withdrawal fees; (6) data restoration projects; (7) special project work; (8) Fulfillment Services; (9) consulting services; and (10) technology services and product sales (including specially designed storage containers and related supplies). | ||||||||||||||
We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable and collectability of the resulting receivable is reasonably assured. Storage rental and service revenues are recognized in the month the respective storage rental or service is provided, and customers are generally billed on a monthly basis on contractually agreed-upon terms. Amounts related to future storage rental or prepaid service contracts for customers where storage rental fees or services are billed in advance are accounted for as deferred revenue and recognized ratably over the period the applicable storage rental or service is provided or performed. Revenues from the sales of products, which is included as a component of service revenues, is recognized when products are shipped and title has passed to the customer. Revenues from the sales of products have historically not been significant. | ||||||||||||||
h. | ||||||||||||||
Allowance for Doubtful Accounts and Credit Memo Reserves | ||||||||||||||
We maintain an allowance for doubtful accounts and credit memos for estimated losses resulting from the potential inability of our customers to make required payments and potential disputes regarding billing and service issues. When calculating the allowance, we consider our past loss experience, current and prior trends in our aged receivables and credit memo activity, current economic conditions and specific circumstances of individual receivable balances. If the financial condition of our customers were to significantly change, resulting in a significant improvement or impairment of their ability to make payments, an adjustment of the allowance may be required. We consider accounts receivable to be delinquent after such time as reasonable means of collection have been exhausted. We charge-off uncollectible balances as circumstances warrant, generally, no later than one year past due. | ||||||||||||||
i. | ||||||||||||||
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 from foreign jurisdictions; (2) tax law changes; (3) volatility in foreign exchange gains (losses); (4) the timing of the establishment and reversal of tax reserves; (5) our ability to utilize foreign tax credits and net operating losses that we generate; and (6) our proposed conversion to a real estate investment trust for federal income tax purposes ("REIT"). We are subject to income taxes in the U.S. and numerous foreign jurisdictions. We are subject to examination by various tax authorities in jurisdictions in which we have business operations or a taxable presence. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in changes in our estimates. | ||||||||||||||
Accounting for income taxes requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax and financial reporting basis of assets and liabilities and for loss and credit carryforwards. Valuation allowances are provided when recovery of deferred tax assets does not meet the more likely than not standard as defined in GAAP. | ||||||||||||||
Our effective tax rates for the three months ended March 31, 2013 and 2014 were 67.8% and 42.6%, respectively. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate were 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 and state income taxes (net of federal tax benefit). During the three months ended March 31, 2013, foreign currency gains were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments while foreign currency losses were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions, which increased our first quarter 2013 effective tax rate by 22.5%. On January 2, 2013, the American Taxpayer Relief Act of 2012 (the "ATRA") was signed into law. In part, the ATRA retroactively reinstated and extended the controlled foreign corporation look-through rule, which provides for the exception from January 1, 2012 to December 31, 2013 of certain foreign earnings from U.S. federal taxation as Subpart F income. As a result, our income tax provision for the first quarter of 2013 included a discrete tax benefit of $4,025 relating to the previously expired period from January 1, 2012 to December 31, 2012. During the three months ended March 31, 2014, there were foreign currency losses recorded in jurisdictions with tax rates lower than the federal statutory rate of 35% associated with our marking-to-market of intercompany loans, which increased our first quarter 2014 effective tax rate by 1.1%. The controlled foreign corporation look-through rule, which provided for the exception of certain foreign earnings from U.S. federal taxation as Subpart F income, expired on December 31, 2013. As a result, our first quarter 2014 effective tax rate was increased by 1.3%. | ||||||||||||||
We have a net tax over book outside basis difference related to our foreign subsidiaries. We do not expect this net basis difference to reverse in the foreseeable future and we intend to reinvest any future undistributed earnings of certain foreign subsidiaries indefinitely outside the U.S. We have instances where we have book over tax outside basis differences for certain foreign subsidiaries. These basis differences arose primarily through undistributed book earnings of such foreign subsidiaries of $51,954 and could be reversed through a sale of such foreign subsidiaries, the receipt of dividends from such subsidiaries or certain other events or actions on our part, each of which would result in an increase in our provision for income taxes. It is not practicable to calculate the amount of unrecognized deferred tax liability on these book over tax outside basis differences because of the complexities of the hypothetical calculation. We may record additional deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries in the future depending upon a number of factors, decisions and events in connection with our potential conversion to a REIT, including favorable indications from the U.S. Internal Revenue Service (the "IRS") with regard to our private letter ruling requests, finalization of countries to be included in our plan to convert to a REIT, shareholder approval of certain modifications to our corporate charter and final board of director approval of our conversion to a REIT. | ||||||||||||||
On September 13, 2013, the IRS released final tangible property regulations under Sections 162(a) and 263(a) of the Internal Revenue Code of 1986 (the "Code"), regarding the deduction and capitalization of expenditures related to tangible property. The final regulations replace temporary regulations that were issued in December 2011. Also released were proposed regulations under Section 168 of the Code regarding dispositions of tangible property. These final and proposed regulations will be effective for our tax year beginning on January 1, 2014. Early adoption was available, and as such, we early adopted the regulations in 2013. Changes for tax treatment elected by us or required by the regulations will generally be effective prospectively; however, implementation of many of the regulations' provisions will require a calculation of the cumulative effect of the changes on prior years, and it is expected that such amount will have to be included in the determination of our taxable income over a four-year period beginning in 2013. Transition guidance providing the procedural rules to comply with such regulations is expected to be released in the near term. We do not believe these regulations will have a material impact on our consolidated results of operations, cash flows and financial position. | ||||||||||||||
We have elected to recognize interest and penalties associated with uncertain tax positions as a component of the provision (benefit) for income taxes in the accompanying Consolidated Statements of Operations. We recorded an increase of $545 and $966 for gross interest and penalties for the three months ended March 31, 2013 and 2014, respectively. We had $4,874 and $5,598 accrued for the payment of interest and penalties as of December 31, 2013 and March 31, 2014, respectively. | ||||||||||||||
j. | ||||||||||||||
Concentrations of Credit Risk | ||||||||||||||
Financial instruments that potentially subject us to market risk consist principally of cash and cash equivalents (including money market funds and time deposits), restricted cash (primarily U.S. Treasuries) and accounts receivable. The only significant concentrations of liquid investments as of both December 31, 2013 and March 31, 2014 relate to cash and cash equivalents and restricted cash held on deposit with one global bank and one "Triple A" rated money market fund, and two global banks and two "Triple A" rated money market funds, respectively, all of which we consider to be large, highly-rated investment-grade institutions. As per our risk management investment policy, we limit exposure to concentration of credit risk by limiting the amount invested in any one mutual fund to a maximum of $50,000 or in any one financial institution to a maximum of $75,000. As of December 31, 2013 and March 31, 2014, our cash and cash equivalents and restricted cash balance was $154,386 and $203,766, respectively, including money market funds and time deposits amounting to $36,613 and $59,157, respectively. A substantial portion of the money market funds is invested in U.S. Treasuries. | ||||||||||||||
k. | ||||||||||||||
Fair Value Measurements | ||||||||||||||
Entities are permitted under GAAP to elect to measure many financial instruments and certain other items at either fair value or cost. We did not elect the fair value measurement option. | ||||||||||||||
Our financial assets or liabilities 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 following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2013 and March 31, 2014, respectively: | ||||||||||||||
Fair Value Measurements at | ||||||||||||||
December 31, 2013 Using | ||||||||||||||
Description | Total Carrying | Quoted prices | Significant other | Significant | ||||||||||
Value at | in active | observable | unobservable | |||||||||||
December 31, | markets | inputs | inputs | |||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Money Market Funds(1) | $ | 33,860 | $ | — | $ | 33,860 | $ | — | ||||||
Time Deposits(1) | 2,753 | — | 2,753 | — | ||||||||||
Trading Securities | 13,386 | 12,785 | -2 | 601 | -1 | — | ||||||||
Derivative Assets(3) | 72 | — | 72 | — | ||||||||||
Derivative Liabilities(3) | 5,592 | — | 5,592 | — | ||||||||||
Fair Value Measurements at | ||||||||||||||
March 31, 2014 Using | ||||||||||||||
Description | Total Carrying | Quoted prices | Significant other | Significant | ||||||||||
Value at | in active | observable | unobservable | |||||||||||
March 31, | markets | inputs | inputs | |||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Money Market Funds(1) | $ | 37,018 | $ | — | $ | 37,018 | $ | — | ||||||
Time Deposits(1) | 22,139 | — | 22,139 | — | ||||||||||
Trading Securities | 13,515 | 12,971 | -2 | 544 | -1 | — | ||||||||
Derivative Assets(3) | 577 | — | 577 | — | ||||||||||
Derivative Liabilities(3) | 1,822 | — | 1,822 | — | ||||||||||
-1 | ||||||||||||||
Money market funds and time deposits (including certain trading securities) are measured based on quoted prices for similar assets and/or subsequent transactions. | ||||||||||||||
-2 | ||||||||||||||
Securities are measured at fair value using quoted market prices. | ||||||||||||||
-3 | ||||||||||||||
Our derivative assets and liabilities primarily relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge our intercompany exposures denominated in British pounds sterling, Euro and Australian dollars. We calculate the fair value of such forward contracts by adjusting the spot rate utilized at the balance sheet date for translation purposes by an estimate of the forward points observed in active markets. | ||||||||||||||
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 for the three months ended March 31, 2013 and 2014. | ||||||||||||||
l. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. | ||||||||||||||
m. | ||||||||||||||
Accumulated Other Comprehensive Items, Net | ||||||||||||||
Accumulated other comprehensive items, net consists of the following: | ||||||||||||||
December 31, | March 31, | |||||||||||||
2013 | 2014 | |||||||||||||
Foreign currency translation adjustments | $ | (9,586 | ) | $ | (7,909 | ) | ||||||||
Market value adjustments for securities, net of tax | 926 | 926 | ||||||||||||
| | | | | | | | |||||||
$ | (8,660 | ) | $ | (6,983 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
n. | ||||||||||||||
Other Expense (Income), Net | ||||||||||||||
Other expense (income), net consists of the following: | ||||||||||||||
Three Months | ||||||||||||||
Ended March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Foreign currency transaction losses (gains), net | $ | 3,565 | $ | 6,438 | ||||||||||
Other, net | (826 | ) | (1,121 | ) | ||||||||||
| | | | | | | | |||||||
$ | 2,739 | $ | 5,317 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
o. | ||||||||||||||
Property, Plant and Equipment and Long-Lived Assets | ||||||||||||||
We develop various software applications for internal use. Computer software costs associated with internal use software are expensed as incurred until certain capitalization criteria are met. Payroll and related costs for employees directly associated with, and devoting time to, the development of internal use computer software projects (to the extent time is spent directly on the project) are capitalized. During the three months ended March 31, 2013 and 2014, we capitalized $9,228 and $4,897 of costs, respectively, associated with the development of internal use computer software projects. Capitalization begins when the design stage of the application has been completed and it is probable that the project will be completed and used to perform the function intended. Capitalization ends when the asset is ready for its intended use. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment. | ||||||||||||||
We review long-lived assets and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to their carrying amount. The operations are generally distinguished by the business segment and geographic region in which they operate. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets. | ||||||||||||||
Consolidated gain on disposal/write-down of property, plant and equipment, net was $539 for the three months ended March 31, 2013 and consisted primarily of gains associated with the retirement of leased vehicles accounted for as capital lease assets associated primarily with our North American Records and Information Management Business. Consolidated gain on disposal/write-down of property, plant and equipment, net was $8,307 for the three months ended March 31, 2014 and consisted primarily of approximately $9,262 of gains associated with two facilities we disposed of in the United Kingdom. | ||||||||||||||
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Derivative Instruments and Hedging Activities | ' | |||||||||||
Derivative Instruments and Hedging Activities | ' | |||||||||||
(3) Derivative Instruments and Hedging Activities | ||||||||||||
Every derivative instrument is required to be recorded in the balance sheet as either an asset or a liability measured at its fair value. Periodically, we acquire derivative instruments that are intended to hedge either cash flows or values that are subject to foreign exchange or other market price risk and not for trading purposes. We have formally documented our hedging relationships, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking each hedge transaction. Given the recurring nature of our revenues and the long-term nature of our asset base, we have the ability and the preference to use long-term, fixed interest rate debt to finance our business, thereby preserving our long-term returns on invested capital. We target approximately 75% of our debt portfolio to be fixed with respect to interest rates. Occasionally, we may use interest rate swaps as a tool to maintain our targeted level of fixed rate debt. In addition, we may use borrowings in foreign currencies, either obtained in the U.S. or by our foreign subsidiaries, to hedge foreign currency risk associated with our international investments. Sometimes we enter into currency swaps to temporarily hedge an overseas investment, such as a major acquisition, while we arrange permanent financing or to hedge our exposure due to foreign currency exchange movements related to our intercompany accounts with and between our foreign subsidiaries. As of December 31, 2013 and March 31, 2014, none of our derivative instruments contained credit-risk related contingent features. | ||||||||||||
We have entered into a number of separate forward contracts to hedge our exposures in British pounds sterling, Australian dollars and Euros. As of March 31, 2014, we had (1) outstanding forward contracts to purchase $302,009 U.S. dollars and sell 182,500 British pounds sterling to hedge our intercompany exposures with our United Kingdom operations; (2) an outstanding forward contract to purchase $61,707 U.S. dollars and sell 67,000 Australian dollars to hedge our intercompany exposures with our Australian operations; and (3) outstanding forward contracts to purchase 167,000 Euros and sell $229,578 U.S. dollars to hedge our intercompany exposures with our European operations. At the maturity of the forward contracts, we may enter into new forward contracts to hedge movements in the underlying currencies. At the time of settlement, we either pay or receive the net settlement amount from the forward contract and recognize this amount in other (income) expense, net in the accompanying Consolidated Statements of Operations as a realized foreign exchange gain or loss. At the end of each month, we mark the outstanding forward contracts to market and record an unrealized foreign exchange gain or loss for the mark-to-market valuation. We have not designated these forward contracts as hedges. During the three months ended March 31, 2013 and 2014, there was $5,799 in net cash receipts and $7,199 in net cash payments, respectively, included in cash from operating activities from continuing operations related to settlements associated with these foreign currency forward contracts. | ||||||||||||
Our policy is to record the fair value of each derivative instrument on a gross basis. The following table provides the fair value of our derivative instruments as of December 31, 2013 and March 31, 2014 and their gains and losses for the three months ended March 31, 2013 and 2014: | ||||||||||||
Asset Derivatives | ||||||||||||
December 31, 2013 | March 31, 2014 | |||||||||||
Derivatives Not Designated as | Balance Sheet | Fair | Balance Sheet | Fair | ||||||||
Hedging Instruments | Location | Value | Location | Value | ||||||||
Foreign exchange contracts | Prepaid expenses and other | $ | 72 | Prepaid expenses and other | $ | 577 | ||||||
| | | | | | | | | | | | |
Total | $ | 72 | $ | 577 | ||||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Liability Derivatives | ||||||||||||
December 31, 2013 | March 31, 2014 | |||||||||||
Derivatives Not Designated as | Balance Sheet | Fair | Balance Sheet | Fair | ||||||||
Hedging Instruments | Location | Value | Location | Value | ||||||||
Foreign exchange contracts | Accrued expenses | $ | 5,592 | Accrued expenses | $ | 1,822 | ||||||
| | | | | | | | | | | | |
Total | $ | 5,592 | $ | 1,822 | ||||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Amount of (Gain) | ||||||||||||
Loss | ||||||||||||
Recognized in | ||||||||||||
Income | ||||||||||||
on Derivatives | ||||||||||||
Three Months Ended | ||||||||||||
Location of (Gain) Loss | March 31, | |||||||||||
Recognized in Income | ||||||||||||
Derivatives Not Designated as | on Derivative | 2013 | 2014 | |||||||||
Hedging Instruments | ||||||||||||
Foreign exchange contracts | Other (income) expense, net | $ | (11,150 | ) | $ | 2,922 | ||||||
| | | | | | | | | | |||
Total | $ | (11,150 | ) | $ | 2,922 | |||||||
| | | | | | | | | | |||
| | | | | | | | | | |||
We have designated a portion of our 63/4% Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. For the three months ended March 31, 2013 and 2014, we designated on average 105,667 and 64,208 Euros, respectively, of the 63/4% Notes as a hedge of net investment of certain of our Euro denominated subsidiaries. As a result, we recorded foreign exchange gains of $4,123 ($2,513, net of tax) and foreign exchange gains of $145 ($88, 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 included in Iron Mountain Incorporated Stockholders' Equity for the three months ended March 31, 2013 and 2014, respectively. As of March 31, 2014, cumulative net gains of $7,572, net of tax are recorded in accumulated other comprehensive items, net associated with this net investment hedge. | ||||||||||||
Acquisitions
Acquisitions | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Acquisitions | ' | ||||
Acquisitions | ' | ||||
(4) Acquisitions | |||||
We account for acquisitions using the acquisition method of accounting, and, accordingly, 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 2013 and 2014 acquisitions on our consolidated results of operations. Noteworthy 2014 acquisitions are as follows: | |||||
In January 2014, in order to enhance our international operations, we acquired Tape Management Services Pty Ltd, a storage and data management company with operations in Australia, for approximately $15,300. | |||||
In February 2014, in order to enhance our international operations, we acquired RM Arsiv Yönetim Hizmetleri Ticaret Anonim Sirketi, a storage rental and records management business with operations in Turkey, for approximately $20,900, of which $16,750 was paid in the first quarter of 2014, with the remainder to be paid out based upon a customary working capital adjustment and whether we make claims for indemnification against the former owners of the business. | |||||
A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for acquisitions in the first quarter of 2014 is as follows: | |||||
Cash Paid (gross of cash acquired) | $ | 32,081 | -1 | ||
| | | | | |
Total Consideration | 32,081 | ||||
Fair Value of Identifiable Assets Acquired: | |||||
Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other | 3,177 | ||||
Property, Plant and Equipment(2) | 5,317 | ||||
Customer Relationship Assets(3) | 14,376 | ||||
Other Assets | 34 | ||||
Liabilities Assumed and Deferred Income Taxes(4) | (14,794 | ) | |||
| | | | | |
Total Fair Value of Identifiable Net Assets Acquired | 8,110 | ||||
| | | | | |
Goodwill Initially Recorded | $ | 23,971 | |||
| | | | | |
| | | | | |
-1 | |||||
Included in cash paid for acquisitions in the Consolidated Statements of Cash Flows for the three months ended March 31, 2014 are net cash acquired of $(1,595) offset by contingent and other payments of $295 related to acquisitions made in previous years. | |||||
-2 | |||||
Consists primarily of racking structures, leasehold improvements and computer hardware and software. | |||||
-3 | |||||
The weighted average lives of customer relationship assets associated with acquisitions to date in 2014 was 10 years. | |||||
-4 | |||||
Consists primarily of accounts payable, accrued expenses, notes payable, deferred revenue and deferred income taxes. | |||||
The acquisitions made in 2014 and certain acquisitions made in 2013 (G4S Secure Data Solutions Colombia S.A.S., G4S Document Delivery S.A.S and Cornerstone Records Management, LLC) were based on estimates of the fair value of net assets acquired and are subject to adjustment. We are not aware of any information that would indicate that the final purchase price allocations for certain 2013 and the 2014 acquisitions will differ meaningfully from preliminary estimates. The purchase price allocations of certain 2013 and the 2014 acquisitions are subject to finalization of the assessment of the fair value of intangible assets (primarily customer relationship assets), property, plant and equipment (primarily racking structures), operating leases, contingencies and income taxes (primarily deferred income taxes). | |||||
Debt
Debt | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Debt | ' | |||||||||||||
Debt | ' | |||||||||||||
(5) Debt | ||||||||||||||
Long-term debt comprised the following: | ||||||||||||||
December 31, 2013 | March 31, 2014 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
Revolving Credit Facility(1) | $ | 675,717 | $ | 675,717 | $ | 1,108,537 | $ | 1,108,537 | ||||||
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3) | 247,808 | 248,117 | — | — | ||||||||||
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3) | 350,272 | 355,071 | 349,854 | 355,460 | ||||||||||
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes")(2)(3) | 400,000 | 446,000 | 400,000 | 440,750 | ||||||||||
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3) | 411,518 | 444,470 | 411,550 | 437,767 | ||||||||||
61/8% CAD Senior Notes due 2021 (the "Senior Subsidiary Notes")(2)(4) | 187,960 | 187,960 | 181,020 | 185,998 | ||||||||||
6% Senior Notes due 2023 (the "6% Notes")(2)(3) | 600,000 | 614,820 | 600,000 | 633,000 | ||||||||||
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)(3) | 1,000,000 | 930,000 | 1,000,000 | 978,100 | ||||||||||
Real Estate Mortgages, Capital Leases and Other(5) | 298,447 | 298,447 | 292,728 | 292,728 | ||||||||||
| | | | | | | | | | | | | | |
Total Long-term Debt | 4,171,722 | 4,343,689 | ||||||||||||
Less Current Portion | (52,583 | ) | (55,084 | ) | ||||||||||
| | | | | | | | | | | | | | |
Long-term Debt, Net of Current Portion | $ | 4,119,139 | $ | 4,288,605 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
The capital stock or other equity interests of most of our U.S. 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 U.S. subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC (f/k/a Iron Mountain Canada Corporation) ("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 these debt instruments. The fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this long-term debt 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, 2013 and March 31, 2014, respectively. | ||||||||||||||
-2 | ||||||||||||||
The fair values (Level 1 of fair value hierarchy described at Note 2.k.) of these debt instruments are based on quoted market prices for these notes on December 31, 2013 and March 31, 2014, 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 substantially all of its direct and indirect 100% owned U.S. subsidiaries (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. Canada Company and the remainder of our subsidiaries do not guarantee the Parent Notes. | ||||||||||||||
-4 | ||||||||||||||
Canada Company is the direct obligor on the Senior Subsidiary Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 6 to Notes to Consolidated Financial Statements. | ||||||||||||||
-5 | ||||||||||||||
We believe the fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this debt approximates its carrying value. | ||||||||||||||
On August 7, 2013, we amended our existing credit agreement. The revolving credit facilities (the "Revolving Credit Facility") under our credit agreement, as amended (the "Credit Agreement"), allow IMI and certain of its U.S. and foreign subsidiaries to borrow in U.S. dollars and (subject to sublimits) a variety of other currencies (including Canadian dollars, British pounds sterling, Euros, Brazilian reais and Australian dollars, among other currencies) in an aggregate outstanding amount not to exceed $1,500,000. We have the right to request an increase in the aggregate amount available to be borrowed under the Credit Agreement up to a maximum of $2,000,000. At the time of the amendment, we repaid all term loans outstanding under our term loan facility of our prior credit agreement. The Revolving Credit Facility terminates on June 27, 2016, at which point all obligations under the Credit Agreement become due. IMI and substantially all of its U.S. subsidiaries guarantee all obligations under the Credit Agreement, and have pledged the capital stock or other equity interests of most of their U.S. subsidiaries, up to 66% of the capital stock or other equity interests of their first-tier foreign subsidiaries, and all intercompany obligations (including promissory notes) owed to or held by them to secure the Credit Agreement. In addition, 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 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 0.3% to 0.5% based on certain financial ratios. There are also fees associated with any outstanding letters of credit. As of March 31, 2014, we had $1,108,537 of outstanding borrowings under the Revolving Credit Facility, $603,020 of which was denominated in U.S. dollars, 92,900 of which was denominated in Canadian dollars, 158,200 of which was denominated in British pounds sterling, 104,715 of which was denominated in Euros and 14,900 of which was denominated in Australian dollars; we also had various outstanding letters of credit totaling $4,945. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2014, 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 $386,518 (which amount represents the maximum availability as of such date). The average interest rate in effect under the Revolving Credit Facility was 2.7% and ranged from 2.4% to 4.9% as of March 31, 2014. For the three months ended March 31, 2013 and 2014, we recorded commitment fees and letters of credit fees of $610 and $658, respectively, based on the unused balances under the Revolving Credit Facility and outstanding letters of credit. | ||||||||||||||
In January 2014, we redeemed the 150,000 British pounds sterling (approximately $247,000) in aggregate principal amount outstanding of our 71/4% Notes at 100% of par, plus accrued and unpaid interest, utilizing borrowings under our Revolving Credit Facility and cash on-hand. | ||||||||||||||
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. IMI's Credit Agreement net total lease adjusted leverage ratio was 5.0 and 5.1 as of December 31, 2013 and March 31, 2014, respectively, compared to a maximum allowable ratio of 6.5, and its net secured debt lease adjusted leverage ratio was 2.2 and 2.5 as of December 31, 2013 and March 31, 2014, respectively, compared to a maximum allowable ratio of 4.0. IMI's bond leverage ratio (which is not lease adjusted), per the indentures, was 5.1 as of both December 31, 2013 and March 31, 2014, compared to a maximum allowable ratio of 6.5. IMI's Credit Agreement fixed charge coverage ratio was 2.5 as of both December 31, 2013 and March 31, 2014, compared to a minimum allowable ratio of 1.5 under the Credit Agreement. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity. | ||||||||||||||
Selected_Consolidated_Financia
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | ' | |||||||||||||||||||
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors | ' | |||||||||||||||||||
(6) 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, 2013 and March 31, 2014 and for the three months ended March 31, 2013 and 2014 and are prepared on the same basis as the consolidated financial statements. | ||||||||||||||||||||
The Parent Notes and the Senior Subsidiary 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 and the Guarantors guarantee the Senior Subsidiary Notes which were issued by Canada Company. Canada Company does not guarantee the Parent Notes. The other subsidiaries that do not guarantee the Parent Notes or the Senior Subsidiary Notes 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 balance sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below statements of operations with respect to the relevant Parent, Guarantors, Canada Company, Non-Guarantors and Eliminations columns also would change. | ||||||||||||||||||||
In July 2013, certain of Canada Company's operating subsidiaries (the "Amalgamated Entities") were amalgamated into Canada Company and, as part of our proposed conversion to a REIT, Canada Company contributed certain assets and liabilities into two newly-formed wholly owned entities (the "Canadian Subsidiaries"). The assets, liabilities, equity, results of operations and cash flows of the Amalgamated Entities, previously presented within the Non-Guarantors column, are now presented within the Canada Company column. The assets, liabilities, equity, results of operations and cash flows of the Canadian Subsidiaries, previously presented within the Canada Company column, are now presented within the Non-Guarantors column. | ||||||||||||||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and Cash Equivalents | $ | 1,243 | $ | 10,366 | $ | 1,094 | $ | 107,823 | $ | — | $ | 120,526 | ||||||||
Restricted Cash | 33,860 | — | — | — | — | 33,860 | ||||||||||||||
Accounts Receivable | — | 358,118 | 38,928 | 219,751 | — | 616,797 | ||||||||||||||
Intercompany Receivable | 761,501 | — | 1,607 | — | (763,108 | ) | — | |||||||||||||
Other Current Assets | 1,120 | 98,717 | 5,995 | 56,622 | (30 | ) | 162,424 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Current Assets | 797,724 | 467,201 | 47,624 | 384,196 | (763,138 | ) | 933,607 | |||||||||||||
Property, Plant and Equipment, Net | 1,019 | 1,569,248 | 172,246 | 835,747 | — | 2,578,260 | ||||||||||||||
Other Assets, Net: | ||||||||||||||||||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 1,775,570 | 1,000 | 2,672 | — | (1,779,242 | ) | — | |||||||||||||
Investment in Subsidiaries | 1,570,505 | 1,313,835 | 31,130 | 70,788 | (2,986,258 | ) | — | |||||||||||||
Goodwill | — | 1,638,534 | 187,259 | 637,559 | — | 2,463,352 | ||||||||||||||
Other | 38,862 | 376,939 | 11,257 | 250,842 | (114 | ) | 677,786 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Other Assets, Net | 3,384,937 | 3,330,308 | 232,318 | 959,189 | (4,765,614 | ) | 3,141,138 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Assets | $ | 4,183,680 | $ | 5,366,757 | $ | 452,188 | $ | 2,179,132 | $ | (5,528,752 | ) | $ | 6,653,005 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and Equity | ||||||||||||||||||||
Intercompany Payable | $ | — | $ | 581,029 | $ | — | $ | 182,079 | $ | (763,108 | ) | $ | — | |||||||
Current Portion of Long-term Debt | — | 30,236 | — | 22,377 | (30 | ) | 52,583 | |||||||||||||
Total Other Current Liabilities | 125,705 | 530,169 | 29,513 | 221,131 | — | 906,518 | ||||||||||||||
Long-term Debt, Net of Current Portion | 3,009,597 | 508,382 | 289,105 | 312,055 | — | 4,119,139 | ||||||||||||||
Long-term Notes Payable to Affiliates and Intercompany Payable | 1,000 | 1,772,144 | — | 6,098 | (1,779,242 | ) | — | |||||||||||||
Other Long-term Liabilities | 40 | 392,545 | 31,652 | 92,808 | (114 | ) | 516,931 | |||||||||||||
Commitments and Contingencies (See Note 8) | ||||||||||||||||||||
Total Iron Mountain Incorporated Stockholders' Equity | 1,047,338 | 1,552,252 | 101,918 | 1,332,088 | (2,986,258 | ) | 1,047,338 | |||||||||||||
Noncontrolling Interests | — | — | — | 10,496 | — | 10,496 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Equity | 1,047,338 | 1,552,252 | 101,918 | 1,342,584 | (2,986,258 | ) | 1,057,834 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Liabilities and Equity | $ | 4,183,680 | $ | 5,366,757 | $ | 452,188 | $ | 2,179,132 | $ | (5,528,752 | ) | $ | 6,653,005 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CONSOLIDATED BALANCE SHEETS (Continued) | ||||||||||||||||||||
March 31, 2014 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and Cash Equivalents | $ | — | $ | 7,484 | $ | 7,571 | $ | 154,851 | $ | — | $ | 169,906 | ||||||||
Restricted Cash | 33,860 | — | — | — | — | 33,860 | ||||||||||||||
Accounts Receivable | — | 367,056 | 35,609 | 223,451 | — | 626,116 | ||||||||||||||
Intercompany Receivable | 391,241 | — | — | — | (391,241 | ) | — | |||||||||||||
Other Current Assets | 625 | 100,803 | 3,420 | 52,929 | (30 | ) | 157,747 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Current Assets | 425,726 | 475,343 | 46,600 | 431,231 | (391,271 | ) | 987,629 | |||||||||||||
Property, Plant and Equipment, Net | 974 | 1,555,366 | 164,181 | 841,265 | — | 2,561,786 | ||||||||||||||
Other Assets, Net: | ||||||||||||||||||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 1,832,317 | 1,012 | 2,570 | — | (1,835,899 | ) | — | |||||||||||||
Investment in Subsidiaries | 1,607,312 | 1,348,607 | 31,924 | 72,312 | (3,060,155 | ) | — | |||||||||||||
Goodwill | — | 1,622,018 | 180,345 | 663,638 | — | 2,466,001 | ||||||||||||||
Other | 37,519 | 376,992 | 10,663 | 266,141 | (114 | ) | 691,201 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Other Assets, Net | 3,477,148 | 3,348,629 | 225,502 | 1,002,091 | (4,896,168 | ) | 3,157,202 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Assets | $ | 3,903,848 | $ | 5,379,338 | $ | 436,283 | $ | 2,274,587 | $ | (5,287,439 | ) | $ | 6,706,617 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and Equity | ||||||||||||||||||||
Intercompany Payable | $ | — | $ | 264,578 | $ | 7,129 | $ | 119,534 | $ | (391,241 | ) | $ | — | |||||||
Current Portion of Long-term Debt | — | 28,982 | — | 26,132 | (30 | ) | 55,084 | |||||||||||||
Total Other Current Liabilities | 98,517 | 472,853 | 24,690 | 216,706 | — | 812,766 | ||||||||||||||
Long-term Debt, Net of Current Portion | 2,761,404 | 820,101 | 268,936 | 438,164 | — | 4,288,605 | ||||||||||||||
Long-term Notes Payable to Affiliates and Intercompany Payable | 1,012 | 1,832,172 | — | 2,715 | (1,835,899 | ) | — | |||||||||||||
Other Long-term Liabilities | 97 | 373,628 | 31,292 | 94,088 | (114 | ) | 498,991 | |||||||||||||
Commitments and Contingencies (See Note 8) | ||||||||||||||||||||
Total Iron Mountain Incorporated Stockholders' Equity | 1,042,818 | 1,587,024 | 104,236 | 1,368,895 | (3,060,155 | ) | 1,042,818 | |||||||||||||
Noncontrolling Interests | — | — | — | 8,353 | — | 8,353 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Equity | 1,042,818 | 1,587,024 | 104,236 | 1,377,248 | (3,060,155 | ) | 1,051,171 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Liabilities and Equity | $ | 3,903,848 | $ | 5,379,338 | $ | 436,283 | $ | 2,274,587 | $ | (5,287,439 | ) | $ | 6,706,617 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||||||
Three Months Ended March 31, 2013 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Revenues: | ||||||||||||||||||||
Storage Rental | $ | — | $ | 292,375 | $ | 33,223 | $ | 116,871 | $ | — | $ | 442,469 | ||||||||
Service | — | 186,275 | — | 118,287 | — | 304,562 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Revenues | — | 478,650 | 33,223 | 235,158 | — | 747,031 | ||||||||||||||
Operating Expenses: | ||||||||||||||||||||
Cost of Sales (Excluding Depreciation and Amortization) | — | 192,613 | 7,290 | 121,173 | — | 321,076 | ||||||||||||||
Selling, General and Administrative | 27 | 157,807 | 4,591 | 61,026 | — | 223,451 | ||||||||||||||
Depreciation and Amortization | 81 | 47,873 | 3,223 | 29,024 | — | 80,201 | ||||||||||||||
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net | — | (635 | ) | — | 96 | — | (539 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Operating Expenses | 108 | 397,658 | 15,104 | 211,319 | — | 624,189 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Operating (Loss) Income | (108 | ) | 80,992 | 18,119 | 23,839 | — | 122,842 | |||||||||||||
Interest Expense (Income), Net | 51,814 | (6,173 | ) | 9,745 | 7,796 | — | 63,182 | |||||||||||||
Other (Income) Expense, Net | (33,027 | ) | (1,151 | ) | — | 36,917 | — | 2,739 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (18,895 | ) | 88,316 | 8,374 | (20,874 | ) | — | 56,921 | ||||||||||||
Provision (Benefit) for Income Taxes | — | 33,905 | 2,740 | 1,926 | — | 38,571 | ||||||||||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (38,281 | ) | 17,258 | (1,189 | ) | (5,634 | ) | 27,846 | — | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Income (Loss) from Continuing Operations | 19,386 | 37,153 | 6,823 | (17,166 | ) | (27,846 | ) | 18,350 | ||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax | — | 81 | — | 2,103 | — | 2,184 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | 19,386 | 37,234 | 6,823 | (15,063 | ) | (27,846 | ) | 20,534 | ||||||||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — | — | — | 1,148 | — | 1,148 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 19,386 | $ | 37,234 | $ | 6,823 | $ | (16,211 | ) | $ | (27,846 | ) | $ | 19,386 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | $ | 19,386 | $ | 37,234 | $ | 6,823 | $ | (15,063 | ) | $ | (27,846 | ) | $ | 20,534 | ||||||
Other Comprehensive Income (Loss): | ||||||||||||||||||||
Foreign Currency Translation Adjustments | 2,514 | 850 | (7,444 | ) | (10,867 | ) | — | (14,947 | ) | |||||||||||
Equity in Other Comprehensive (Loss) Income of | (17,476 | ) | (18,336 | ) | — | (7,444 | ) | 43,256 | — | |||||||||||
Subsidiaries | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Other Comprehensive (Loss) Income | (14,962 | ) | (17,486 | ) | (7,444 | ) | (18,311 | ) | 43,256 | (14,947 | ) | |||||||||
| | | | | | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) | 4,424 | 19,748 | (621 | ) | (33,374 | ) | 15,410 | 5,587 | ||||||||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — | — | — | 1,163 | — | 1,163 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 4,424 | $ | 19,748 | $ | (621 | ) | $ | (34,537 | ) | $ | 15,410 | $ | 4,424 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF OPERATIONS (Continued) | ||||||||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Revenues: | ||||||||||||||||||||
Storage Rental | $ | — | $ | 300,329 | $ | 30,411 | $ | 128,149 | $ | — | $ | 458,889 | ||||||||
Service | — | 186,430 | 16,150 | 108,657 | — | 311,237 | ||||||||||||||
Intercompany Service | — | — | — | 17,358 | (17,358 | ) | — | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Revenues | — | 486,759 | 46,561 | 254,164 | (17,358 | ) | 770,126 | |||||||||||||
Operating Expenses: | ||||||||||||||||||||
Cost of Sales (Excluding Depreciation and Amortization) | — | 202,920 | 6,242 | 125,983 | — | 335,145 | ||||||||||||||
Intercompany Service Cost of Sales | — | — | 17,358 | — | (17,358 | ) | — | |||||||||||||
Selling, General and Administrative | 28 | 146,578 | 3,753 | 64,421 | — | 214,780 | ||||||||||||||
Depreciation and Amortization | 77 | 52,640 | 2,999 | 30,717 | — | 86,433 | ||||||||||||||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net | — | 732 | 1 | (9,040 | ) | — | (8,307 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Operating Expenses | 105 | 402,870 | 30,353 | 212,081 | (17,358 | ) | 628,051 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Operating (Loss) Income | (105 | ) | 83,889 | 16,208 | 42,083 | — | 142,075 | |||||||||||||
Interest Expense (Income), Net | 48,165 | (4,852 | ) | 9,547 | 9,452 | — | 62,312 | |||||||||||||
Other (Income) Expense, Net | (1,280 | ) | 1,507 | (20 | ) | 5,110 | — | 5,317 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (46,990 | ) | 87,234 | 6,681 | 27,521 | — | 74,446 | |||||||||||||
Provision (Benefit) for Income Taxes | — | 23,803 | 2,538 | 5,384 | — | 31,725 | ||||||||||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (88,657 | ) | (24,826 | ) | (1,954 | ) | (4,143 | ) | 119,580 | — | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Income (Loss) from Continuing Operations | 41,667 | 88,257 | 6,097 | 26,280 | (119,580 | ) | 42,721 | |||||||||||||
(Loss) Income from Discontinued Operations, Net of Tax | — | (625 | ) | — | 13 | — | (612 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | 41,667 | 87,632 | 6,097 | 26,293 | (119,580 | ) | 42,109 | |||||||||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — | — | — | 442 | — | 442 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 41,667 | $ | 87,632 | $ | 6,097 | $ | 25,851 | $ | (119,580 | ) | $ | 41,667 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | $ | 41,667 | $ | 87,632 | $ | 6,097 | $ | 26,293 | $ | (119,580 | ) | $ | 42,109 | |||||||
Other Comprehensive Income (Loss): | ||||||||||||||||||||
Foreign Currency Translation Adjustments | 88 | 741 | (2,618 | ) | 3,577 | — | 1,788 | |||||||||||||
Equity in Other Comprehensive Income (Loss) of | 1,589 | (71 | ) | (1,160 | ) | (2,618 | ) | 2,260 | — | |||||||||||
Subsidiaries | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Other Comprehensive Income (Loss) | 1,677 | 670 | (3,778 | ) | 959 | 2,260 | 1,788 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) | 43,344 | 88,302 | 2,319 | 27,252 | (117,320 | ) | 43,897 | |||||||||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — | — | — | 553 | — | 553 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 43,344 | $ | 88,302 | $ | 2,319 | $ | 26,699 | $ | (117,320 | ) | $ | 43,344 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||||||
Three Months Ended March 31, 2013 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Cash Flows from Operating Activities: | ||||||||||||||||||||
Cash Flows from Operating Activities-Continuing Operations | $ | (47,266 | ) | $ | 118,974 | $ | 2,129 | $ | 31,898 | $ | — | $ | 105,735 | |||||||
Cash Flows from Operating Activities-Discontinued Operations | — | (90 | ) | — | 960 | — | 870 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Operating Activities | (47,266 | ) | 118,884 | 2,129 | 32,858 | — | 106,605 | |||||||||||||
Cash Flows from Investing Activities: | ||||||||||||||||||||
Capital expenditures | — | (61,795 | ) | (741 | ) | (32,882 | ) | — | (95,418 | ) | ||||||||||
Cash paid for acquisitions, net of cash acquired | — | 74 | — | — | — | 74 | ||||||||||||||
Intercompany loans to subsidiaries | 95,719 | (2,177 | ) | — | — | (93,542 | ) | — | ||||||||||||
Investment in subsidiaries | (3,500 | ) | (3,500 | ) | — | — | 7,000 | — | ||||||||||||
Investment in restricted cash | (1 | ) | — | — | — | — | (1 | ) | ||||||||||||
Additions to customer relationship and acquisition costs | — | (3,055 | ) | (70 | ) | (1,511 | ) | — | (4,636 | ) | ||||||||||
Proceeds from sales of property and equipment and other, net | — | 12 | (3,191 | ) | 2,662 | — | (517 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities-Continuing Operations | 92,218 | (70,441 | ) | (4,002 | ) | (31,731 | ) | (86,542 | ) | (100,498 | ) | |||||||||
Cash Flows from Investing Activities-Discontinued Operations | — | (10 | ) | — | — | — | (10 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities | 92,218 | (70,451 | ) | (4,002 | ) | (31,731 | ) | (86,542 | ) | (100,508 | ) | |||||||||
Cash Flows from Financing Activities: | ||||||||||||||||||||
Repayment of revolving credit and term loan facilities and other debt | — | (349,550 | ) | (15 | ) | (5,802 | ) | — | (355,367 | ) | ||||||||||
Proceeds from revolving credit and term loan facilities and other debt | — | 386,300 | — | 206 | — | 386,506 | ||||||||||||||
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | — | — | — | 194 | — | 194 | ||||||||||||||
Intercompany loans from parent | — | (97,554 | ) | (2,224 | ) | 6,236 | 93,542 | — | ||||||||||||
Equity contribution from parent | — | 3,500 | — | 3,500 | (7,000 | ) | — | |||||||||||||
Parent cash dividends | (51,662 | ) | — | — | — | — | (51,662 | ) | ||||||||||||
Proceeds from exercise of stock options and employee stock purchase plan | 5,005 | — | — | — | — | 5,005 | ||||||||||||||
Excess tax benefits (deficiency) from stock-based compensation | 1,705 | — | — | — | — | 1,705 | ||||||||||||||
Payment of debt financing costs | — | (469 | ) | — | — | — | (469 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities-Continuing Operations | (44,952 | ) | (57,773 | ) | (2,239 | ) | 4,334 | 86,542 | (14,088 | ) | ||||||||||
Cash Flows from Financing Activities-Discontinued Operations | — | — | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities | (44,952 | ) | (57,773 | ) | (2,239 | ) | 4,334 | 86,542 | (14,088 | ) | ||||||||||
Effect of exchange rates on cash and cash equivalents | — | — | (2,269 | ) | (3,156 | ) | — | (5,425 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
(Decrease) Increase in cash and cash equivalents | — | (9,340 | ) | (6,381 | ) | 2,305 | — | (13,416 | ) | |||||||||||
Cash and cash equivalents, beginning of period | — | 13,472 | 103,346 | 126,597 | — | 243,415 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 4,132 | $ | 96,965 | $ | 128,902 | $ | — | $ | 229,999 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) | ||||||||||||||||||||
Three Months Ended March 31, 2014 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Cash Flows from Operating Activities: | ||||||||||||||||||||
Cash Flows from Operating Activities-Continuing Operations | $ | (68,972 | ) | $ | 79,555 | $ | 10,421 | $ | 34,637 | $ | — | $ | 55,641 | |||||||
Cash Flows from Operating Activities-Discontinued Operations | — | — | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Operating Activities | (68,972 | ) | 79,555 | 10,421 | 34,637 | — | 55,641 | |||||||||||||
Cash Flows from Investing Activities: | ||||||||||||||||||||
Capital expenditures | — | (71,520 | ) | (2,865 | ) | (33,471 | ) | — | (107,856 | ) | ||||||||||
Cash paid for acquisitions, net of cash acquired | — | 916 | — | (31,697 | ) | — | (30,781 | ) | ||||||||||||
Intercompany loans to subsidiaries | 377,202 | 61,895 | — | — | (439,097 | ) | — | |||||||||||||
Investment in subsidiaries | (11,695 | ) | (11,695 | ) | — | — | 23,390 | — | ||||||||||||
Additions to customer relationship and acquisition costs | — | (7,341 | ) | (280 | ) | (537 | ) | — | (8,158 | ) | ||||||||||
Proceeds from sales of property and equipment and other, net | — | 1,441 | 64 | 16,387 | — | 17,892 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities-Continuing Operations | 365,507 | (26,304 | ) | (3,081 | ) | (49,318 | ) | (415,707 | ) | (128,903 | ) | |||||||||
Cash Flows from Investing Activities-Discontinued Operations | — | — | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities | 365,507 | (26,304 | ) | (3,081 | ) | (49,318 | ) | (415,707 | ) | (128,903 | ) | |||||||||
Cash Flows from Financing Activities: | ||||||||||||||||||||
Repayment of revolving credit and term loan facilities and other debt | — | (2,171,941 | ) | (252,107 | ) | (30,643 | ) | — | (2,454,691 | ) | ||||||||||
Proceeds from revolving credit and term loan facilities and other debt | — | 2,480,901 | 242,480 | 152,666 | — | 2,876,047 | ||||||||||||||
Early retirement of senior subordinated notes | (247,275 | ) | — | — | — | — | (247,275 | ) | ||||||||||||
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | — | — | — | (2,317 | ) | — | (2,317 | ) | ||||||||||||
Intercompany loans from parent | — | (376,788 | ) | 8,640 | (70,949 | ) | 439,097 | — | ||||||||||||
Equity contribution from parent | — | 11,695 | — | 11,695 | (23,390 | ) | — | |||||||||||||
Parent cash dividends | (52,735 | ) | — | — | — | — | (52,735 | ) | ||||||||||||
Proceeds from exercise of stock options and employee stock purchase plan | 2,417 | — | — | — | — | 2,417 | ||||||||||||||
Excess tax benefits (deficiency) from stock-based compensation | (185 | ) | — | — | — | — | (185 | ) | ||||||||||||
Payment of debt financing costs | — | — | (12 | ) | (410 | ) | — | (422 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities-Continuing Operations | (297,778 | ) | (56,133 | ) | (999 | ) | 60,042 | 415,707 | 120,839 | |||||||||||
Cash Flows from Financing Activities-Discontinued Operations | — | — | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities | (297,778 | ) | (56,133 | ) | (999 | ) | 60,042 | 415,707 | 120,839 | |||||||||||
Effect of exchange rates on cash and cash equivalents | — | — | 136 | 1,667 | — | 1,803 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
(Decrease) Increase in cash and cash equivalents | (1,243 | ) | (2,882 | ) | 6,477 | 47,028 | — | 49,380 | ||||||||||||
Cash and cash equivalents, beginning of period | 1,243 | 10,366 | 1,094 | 107,823 | — | 120,526 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 7,484 | $ | 7,571 | $ | 154,851 | $ | — | $ | 169,906 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Segment_Information
Segment Information | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
Segment Information | ' | ||||||||||||||||
(7) Segment Information | |||||||||||||||||
As a result of the restructuring of our operations late in 2013 and early in 2014, we evaluated changes to our internal financial reporting to better align our internal reporting to how we will manage our business going forward. This evaluation resulted in changes to our reportable segments effective January 1, 2014 and, as a result, we have restated previously reported segment information. As a result of the changes to our reportable segments, the former North American Business segment has been separated into two unique reportable segments, which we refer to as (1) North American Records and Information Management Business segment and (2) North American Data Management Business segment. In addition, the Emerging Businesses segment, which was previously reported as a component of the former North American Business segment, is now reported as a component of the Corporate and Other segment. | |||||||||||||||||
Our reportable operating segments and Corporate and Other are described as follows: | |||||||||||||||||
• | |||||||||||||||||
North American Records and Information Management Business—storage and information management services throughout the United States and Canada, including the storage of paper documents, as well as other media such as microfilm and microfiche, master audio and videotapes, film, X-rays and blueprints, including healthcare information services, vital records services, service and courier operations, and the collection, handling and disposal of sensitive documents for corporate customers ("Records Management"); information destruction services ("Destruction"); DMS; Fulfillment Services; and Intellectual Property Management. | |||||||||||||||||
• | |||||||||||||||||
North American Data Management Business—the storage and rotation of backup computer media as part of corporate disaster recovery plans throughout the United States and Canada, including service and courier operations ("Data Protection & Recovery"); server and computer backup services; digital content repository systems to house, distribute, and archive key media assets; and storage, safeguarding and electronic or physical delivery of physical media of all types, primarily for entertainment and media industry clients. | |||||||||||||||||
• | |||||||||||||||||
International Business—storage and information management services throughout Europe, Latin America and Asia Pacific, including Records Management, Data Protection & Recovery, Destruction and DMS. Our European operations provide Records Management, Data Protection & Recovery and DMS throughout Europe, and Destruction services are primarily provided in the United Kingdom and Ireland. 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, Destruction and DMS throughout Australia, with Records Management and Data Protection & Recovery services also provided in certain cities in India, Singapore, Hong Kong-SAR and China. | |||||||||||||||||
• | |||||||||||||||||
Corporate and Other—consists of our data center business in the United States, the primary product offering of our Emerging Businesses segment, as well as costs related to executive and staff functions, including finance, human resources and information technology, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. Corporate and Other 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 | International | Corporate | Total | |||||||||||||
Records and | Data | Business | and Other | Consolidated | |||||||||||||
Information | Management | ||||||||||||||||
Management | Business | ||||||||||||||||
Business | |||||||||||||||||
Three Months Ended March 31, 2013 | |||||||||||||||||
Total Revenues | $ | 440,015 | $ | 98,827 | $ | 204,553 | $ | 3,636 | $ | 747,031 | |||||||
Depreciation and Amortization | 40,853 | 4,342 | 27,006 | 8,000 | 80,201 | ||||||||||||
Depreciation | 37,559 | 4,137 | 20,432 | 7,967 | 70,095 | ||||||||||||
Amortization | 3,294 | 205 | 6,574 | 33 | 10,106 | ||||||||||||
Adjusted OIBDA | 162,828 | 59,417 | 47,898 | (42,667 | ) | 227,476 | |||||||||||
Total Assets(1) | 3,547,159 | 631,266 | 1,808,829 | 310,926 | 6,298,180 | ||||||||||||
Expenditures for Segment Assets | 39,922 | 4,185 | 33,028 | 22,845 | 99,980 | ||||||||||||
Capital Expenditures | 36,930 | 4,126 | 31,517 | 22,845 | 95,418 | ||||||||||||
Cash Paid (Received) for Acquisitions, Net of Cash Acquired | (74 | ) | — | — | — | (74 | ) | ||||||||||
Additions to Customer Relationship and Acquisition Costs | 3,066 | 59 | 1,511 | — | 4,636 | ||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Total Revenues | 446,132 | 96,724 | 224,430 | 2,840 | 770,126 | ||||||||||||
Depreciation and Amortization | 45,506 | 5,030 | 28,759 | 7,138 | 86,433 | ||||||||||||
Depreciation | 40,821 | 4,965 | 21,789 | 7,138 | 74,713 | ||||||||||||
Amortization | 4,685 | 65 | 6,970 | — | 11,720 | ||||||||||||
Adjusted OIBDA | 167,409 | 54,268 | 58,763 | (51,916 | ) | 228,524 | |||||||||||
Total Assets(1) | 3,646,819 | 651,858 | 2,126,111 | 281,829 | 6,706,617 | ||||||||||||
Expenditures for Segment Assets | 49,266 | 5,507 | 64,941 | 27,081 | 146,795 | ||||||||||||
Capital Expenditures | 42,561 | 5,507 | 32,707 | 27,081 | 107,856 | ||||||||||||
Cash Paid (Received) for Acquisitions, Net of Cash Acquired | (916 | ) | — | 31,697 | — | 30,781 | |||||||||||
Additions to Customer Relationship and Acquisition Costs | 7,621 | — | 537 | — | 8,158 | ||||||||||||
-1 | |||||||||||||||||
Excludes all intercompany receivables or payables and investment in subsidiary balances. | |||||||||||||||||
The accounting policies of the reportable segments are the same as those described in Note 2. 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, net and REIT Costs (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 from continuing operations before provision (benefit) for income taxes on a consolidated basis is as follows: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2013 | 2014 | ||||||||||||||||
Adjusted OIBDA | $ | 227,476 | $ | 228,524 | |||||||||||||
Less: Depreciation and Amortization | 80,201 | 86,433 | |||||||||||||||
Gain on Disposal/Write-down of Property, Plant and Equipment, Net | (539 | ) | (8,307 | ) | |||||||||||||
REIT Costs(1) | 24,972 | 8,323 | |||||||||||||||
Interest Expense, Net | 63,182 | 62,312 | |||||||||||||||
Other Expense (Income), Net | 2,739 | 5,317 | |||||||||||||||
| | | | | | | | ||||||||||
Income from Continuing Operations before Provision (Benefit) for Income Taxes | $ | 56,921 | $ | 74,446 | |||||||||||||
| | | | | | | | ||||||||||
| | | | | | | | ||||||||||
-1 | |||||||||||||||||
Includes costs associated with our 2011 proxy contest, the previous work of the former Strategic Review Special Committee of the board of directors and the proposed REIT conversion ("REIT Costs"). | |||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
(8) 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. Our policy is to establish reserves for loss contingencies when the losses are both probable and reasonably estimable. We record legal costs associated with loss contingencies as expenses in the period in which they are incurred. 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 $42,700 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangements. | |
b. | |
Government Contract Billing Matter | |
Since October 2001, we have provided services to the U.S. Government under several General Services Administration ("GSA") multiple award schedule contracts (the "Schedules"). From October 1, 2001 through March 31, 2014, we billed approximately $77,000 under the Schedules. The earliest of the Schedules was renewed in October 2006 with certain modifications to its terms. The Schedules contain a price reductions clause ("Price Reductions Clause") that requires us to offer to reduce the prices billed under the Schedules to correspond to the prices billed to certain benchmark commercial customers. In 2011, we initiated an internal review covering the contract period commencing in October 2006, and we discovered potential non-compliance with the Price Reductions Clause. We voluntarily disclosed the potential non-compliance for that period to the GSA and its Office of Inspector General ("OIG") in June 2011. | |
In April 2012, the U.S. Government sent us a subpoena seeking information that substantially overlaps with the subjects that are covered by the voluntary disclosure process that we initiated with the GSA and OIG in June 2011, except that the subpoena seeks information dating back to 2000, including the initial GSA schedule period of 2001 to 2006, and seeks information about non-GSA federal and state and local customers. Despite the substantial overlap, we understand that the subpoena relates to a separate inquiry, under the civil False Claims Act, that has been initiated independent of the GSA and OIG voluntary disclosure matter. | |
We continue to review this matter and provide the U.S. Government with information, including pricing practices and the proposed pricing adjustment amount to be refunded. The U.S. Government, however, may not agree with our determination of the refund amount and may request additional pricing adjustments, refunds, civil penalties, up to treble damages and/or interest. | |
Given the above, it is reasonably possible that an adjustment to our estimates may be required in the future as a result of updated facts and circumstances. To the extent that an adjustment to our estimates is necessary in a future period, we will assess, at that time, whether the adjustment is a result of a change in estimate or the correction of an error. A change in estimate would be reflected as an adjustment through the then-current period statement of operations. A correction of an error would require a quantitative and qualitative analysis to determine the approach to correcting the error. A correction of an error could be reflected in the then-current period statement of operations or as a restatement of prior period financial information, depending upon the underlying facts and circumstances and our quantitative and qualitative analysis. | |
c. | |
State of Massachusetts Assessment | |
During the third quarter of 2012, we applied for an abatement of assessments from the state of Massachusetts. The assessments, issued in the second quarter of 2012, related to a corporate excise audit of the 2004 through 2006 tax years in the aggregate amount of $8,191, including tax, interest and penalties through the assessment date. The applications for abatement were denied during the third quarter of 2012. On October 19, 2012 we filed petitions with the Massachusetts Appellate Tax Board challenging the assessments. We intend to defend this matter vigorously at the Massachusetts Appellate Tax Board. In addition, during the second quarter of 2013, Massachusetts assessed tax for the 2007 and 2008 tax years in the aggregate amount of $4,120, including tax, interest and penalties through the assessment date. The assessment is for issues consistent with those assessed in the earlier years. In the third quarter of 2013, we filed an application for abatement for the 2007 and 2008 tax years, which Massachusetts denied on October 15, 2013. On December 13, 2013, we filed a petition with the Massachusetts Appellate Tax Board to challenge the assessment for the 2007 and 2008 tax years and will vigorously defend the matter. Additionally, the state is auditing us for the 2009-2011 tax years. | |
d. | |
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 continue to assess the impact of the fire, and, 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 have been sued by three customers, and all three of those matters have been settled. We have also received correspondence from other customers, under various theories of liabilities. 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 and cash flows. As discussed in Note 10, we sold our Italian operations on April 27, 2012, and we indemnified the buyers related to certain obligations and contingencies associated with the fire. | |
Our policy related to business interruption insurance recoveries is to record gains within other (income) expense, net in our Consolidated Statements of Operations and proceeds received within cash flows from operating activities in our Consolidated Statements of Cash Flows. Such amounts are recorded in the period the cash is received. Our policy with respect to involuntary conversion of property, plant and equipment is to record any gain or loss within (gain) loss on disposal/write-down of property, plant and equipment, net within operating income in our Consolidated Statements of Operations and proceeds received within cash flows from investing activities within our Consolidated Statements of Cash Flows. Losses are recorded when incurred and gains are recorded in the period when the cash received exceeds the carrying value of the related property, plant and equipment. As a result of the sale of the Italian operations, statements of operation and cash flow impacts related to the fire will be reflected as discontinued operations. | |
e. | |
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 are in the process of assessing the impact of the fire but do not expect that this event will have a material impact to our consolidated financial condition. 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, 2014 | ||||||||||||||
Stockholders' Equity Matters | ' | |||||||||||||
Stockholders' Equity Matters | ' | |||||||||||||
(9) Stockholders' Equity Matters | ||||||||||||||
Under the terms of an authorization to repurchase shares, as of March 31, 2014, we had a remaining amount available for repurchase under our share repurchase program of $66,035, which represents approximately 1% in the aggregate of our outstanding common stock based on the closing stock price on such date. | ||||||||||||||
In February 2010, our board of directors adopted a dividend policy under which we have paid, and in the future intend to pay, quarterly cash dividends on our common stock. Declaration and payment of future quarterly dividends is at the discretion of our board of directors. In fiscal year 2013 and in the first quarter of 2014, our board of directors declared the following dividends: | ||||||||||||||
Declaration | Dividend | Record | Total | Payment | ||||||||||
Date | Per Share | Date | Amount | Date | ||||||||||
March 14, 2013 | $ | 0.27 | March 25, 2013 | $ | 51,460 | April 15, 2013 | ||||||||
June 6, 2013 | 0.27 | June 25, 2013 | 51,597 | July 15, 2013 | ||||||||||
September 11, 2013 | 0.27 | September 25, 2013 | 51,625 | October 15, 2013 | ||||||||||
December 16, 2013 | 0.27 | December 27, 2013 | 51,683 | January 15, 2014 | ||||||||||
March 14, 2014 | 0.27 | March 25, 2014 | 51,812 | April 15, 2014 | ||||||||||
In December 2013, our board of directors approved, and we entered into, a REIT Status Protection Rights Agreement (the "Rights Agreement") which provides for a dividend of one preferred stock purchase right (a "Right") for each share of our common stock outstanding on December 20, 2013. Each Right entitles the holder to purchase from us one one-thousandth of a share of our Series A Junior Participating Preferred Stock for a purchase price of $114.00, subject to adjustment as provided in the Rights Agreement and our Amended Certificate of Designations for our Series A Junior Participating Preferred Stock, each of which was filed with the SEC on December 9, 2013, on a Current Report on Form 8-K. We anticipate that we will seek stockholder approval to impose ownership limitations in our charter documents, as is customary for REITs, if we are ultimately successful in converting to a REIT. The Rights Agreement is intended to help protect our potential status as a REIT under the Code until the approval of those ownership limitations by our stockholders, or, if earlier, until the Rights expire, which will be no later than December 9, 2014. | ||||||||||||||
Discontinued_Operations
Discontinued Operations | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Discontinued Operations | ' | |||||||
Discontinued Operations | ' | |||||||
(10) Discontinued Operations | ||||||||
Digital Operations | ||||||||
On June 2, 2011, we sold the Digital Business to Autonomy pursuant to the Digital Sale Agreement. In the Digital Sale, Autonomy purchased (1) the shares of certain of IMI's subsidiaries through which we conducted the Digital Business and (2) certain assets of IMI and its subsidiaries relating to the Digital Business. The Digital Sale qualified as discontinued operations and, as a result, the financial position, operating results and cash flows of the Digital Business, for all periods presented, have been reported as discontinued operations for financial reporting purposes. | ||||||||
The table below summarizes certain results of operations of the Digital Business: | ||||||||
Three Months | ||||||||
Ended | ||||||||
March 31, | ||||||||
2013 | 2014 | |||||||
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations | $ | 88 | $ | (1,000 | ) | |||
Provision (Benefit) for Income Taxes | 7 | (375 | ) | |||||
| | | | | | | | |
Income (Loss) from Discontinued Operations, Net of Tax | $ | 81 | $ | (625 | ) | |||
| | | | | | | | |
| | | | | | | | |
During the three months ended March 31, 2014, we recognized a loss before provision for income taxes of discontinued operations of $1,000 associated with the Digital Business, primarily related to settlements of legal matters directly related to the disposed business. | ||||||||
Italian Operations | ||||||||
We sold our Italian operations on April 27, 2012, and we agreed to indemnify the buyers of our Italian operations for certain possible obligations and contingencies associated with the fire in Italy discussed more fully in Note 8.d. Our Italian operations were previously included within the International Business segment. For all periods presented, the financial position, operating results and cash flows of our Italian operations have been reported as discontinued operations for financial reporting purposes. | ||||||||
The table below summarizes certain results of our Italian operations: | ||||||||
Three Months | ||||||||
Ended | ||||||||
March 31, | ||||||||
2013 | 2014 | |||||||
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations | $ | 2,712 | $ | 22 | ||||
Provision (Benefit) for Income Taxes | 609 | 9 | ||||||
| | | | | | | | |
Income (Loss) from Discontinued Operations, Net of Tax | $ | 2,103 | $ | 13 | ||||
| | | | | | | | |
| | | | | | | | |
During the three months ended March 31, 2013, we recognized income before provision for income taxes of discontinued operations of $2,712 associated with our Italian operations, which primarily represents the recovery of insurance proceeds in excess of carrying value. | ||||||||
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2014 | |
Restructuring | ' |
Restructuring | ' |
(11) Restructuring | |
In the third quarter of 2013, we implemented a plan that calls for certain organizational realignments to advance our growth strategy and reduce operating costs. As a result, we recorded restructuring costs of approximately $2,425 in the first quarter of 2014, primarily related to employee severance and associated benefits. Of the total restructuring costs incurred in 2014, $2,101 and $324 are reflected in the results of operations of our North American Records and Information Management Business and Corporate and Other segments, respectively. In our Consolidated Statements of Operations for the three months ended March 31, 2014, $1,363 and $1,062 of these restructuring costs are recorded in selling, general and administrative expenses and cost of sales, respectively. We expect to incur an additional $3,334 of employee severance and associated benefit costs in the remainder of 2014 in connection with this organizational realignment primarily in our Corporate and Other segment. | |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
(12) Subsequent Events | |
In April 2014, in order to enhance our international operations, we acquired the stock of OSG Records Management (Europe) Limited, a storage rental and records management business with operations in Poland, for approximately $16,500. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Goodwill and Other Intangible Assets | ' | |||||||||||||
d. | ||||||||||||||
Goodwill and Other Intangible Assets | ||||||||||||||
Goodwill and intangible assets with indefinite lives are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Other than goodwill, we currently have no intangible assets that have indefinite lives and which are not amortized. Separable intangible assets that are not deemed to have indefinite lives are amortized over their useful lives. We annually assess whether a change in the life over which our intangible assets are amortized is necessary or more frequently if events or circumstances warrant. | ||||||||||||||
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, 2013 and noted no impairment of goodwill at such date. As of December 31, 2013 and March 31, 2014, no factors were identified that would alter our October 1, 2013 goodwill assessment. 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. | ||||||||||||||
Our reporting units at which level we performed our goodwill impairment analysis as of October 1, 2013 were as follows: (1) North America; (2) United Kingdom, Ireland, Norway, Belgium, France, Germany, Luxembourg, Netherlands and Spain ("Western Europe"); (3) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("Emerging Markets"); (4) Latin America; (5) Australia, China, Hong Kong and Singapore ("Asia Pacific"); and (6) India, Russia and the Ukraine ("Emerging Market Joint Ventures"). Based on our goodwill impairment assessment, all of our reporting units with goodwill had estimated fair values as of October 1, 2013 that exceeded their carrying values by greater than 15%. As of December 31, 2013, the carrying value of goodwill, net amounted to $1,849,440, $375,954, $88,599, $93,149 and $56,210 for North America, Western Europe, Emerging Markets, Latin America and Asia Pacific, respectively. Our Emerging Market Joint Ventures reporting unit had no goodwill as of December 31, 2013. | ||||||||||||||
Beginning January 1, 2014, as a result of the changes in our reportable segments associated with our reorganization (see Note 7 for a description of our reportable operating segments), we now have 12 reporting units. Our North American Records and Information Management Business segment includes the following three reporting units: (1) North American Records and Information Management; (2) technology escrow services that protect and manage source code ("Intellectual Property Management") and (3) the storage, assembly and detailed reporting of customer marketing literature and delivery to sales offices, trade shows and prospective customers' sites based on current and prospective customer orders ("Fulfillment Services"). The North American Data Management Business segment is a separate reporting unit. The Emerging Businesses reporting unit (which primarily relates to our data center business in the United States and which is a component of Corporate and Other) is also a reporting unit. Additionally, the International Business segment consists of the following seven reporting units: (1) United Kingdom, Ireland, Norway, Austria, Belgium, France, Germany, Luxembourg, Netherlands, Spain and Switzerland ("New Western Europe"); (2) the remaining countries in Europe in which we operate, excluding Russia and the Ukraine ("New Emerging Markets"); (3) Latin America; (4) Australia and Singapore; (5) China and Hong Kong ("Greater China"); (6) India; and (7) Russia and the Ukraine. We have reassigned goodwill associated with the reporting units impacted by the reorganization among the new reporting units on a relative fair value basis. The fair value of each of our new reporting units was determined based on the application of preliminary fair value multiples of revenue and earnings, which is our best estimate and preliminary assessment of the goodwill allocations to each of the new reporting units on a relative fair value basis. | ||||||||||||||
The carrying value of goodwill, net for each of our reporting units as of March 31, 2014 is as follows: | ||||||||||||||
Carrying Value | ||||||||||||||
as of | ||||||||||||||
March 31, 2014 | ||||||||||||||
North American Records and Information Management(1) | $ | 1,401,347 | ||||||||||||
Intellectual Property Management(1) | 50,439 | |||||||||||||
Fulfillment Services(1) | 8,407 | |||||||||||||
North American Data Management(1) | 365,049 | |||||||||||||
Emerging Businesses | — | |||||||||||||
New Western Europe | 389,752 | |||||||||||||
New Emerging Markets | 90,619 | |||||||||||||
Latin America | 92,298 | |||||||||||||
Australia and Singapore | 65,853 | |||||||||||||
Greater China | 2,237 | |||||||||||||
India | — | |||||||||||||
Russia and Ukraine | — | |||||||||||||
| | | | | ||||||||||
Total | $ | 2,466,001 | ||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
-1 | ||||||||||||||
We will finalize our preliminary estimates of fair value for these new reporting units once we finalize multi-year cash flow forecasts of such reporting units and conclude on fair value of each new reporting unit based on the combined weighting of both fair value multiples and discounted cash flow valuation techniques. To the extent final fair values of our new reporting units differ from our preliminary estimates, we will reassign goodwill amongst the new reporting units in a future period in which final information as of January 1, 2014 is available to complete the fair values and the corresponding allocation of goodwill amongst the new reporting units. | ||||||||||||||
We concluded that we had an interim triggering event and, therefore, we performed an interim goodwill impairment test as of January 1, 2014 on the basis of these new reporting units during the first quarter of 2014. We concluded that the goodwill for each of our new reporting units was not impaired as of such date. While we continue to refine our preliminary estimates of fair value of certain of our new reporting units for purposes of reallocating goodwill, we do not believe that any such changes to preliminary fair value estimates will result in a change in our conclusion that there is no goodwill impairment as of January 1, 2014. | ||||||||||||||
The changes in the carrying value of goodwill attributable to each reportable operating segment for the three months ended March 31, 2014 are as follows: | ||||||||||||||
North American | North American | International | Total | |||||||||||
Records and Information | Data | Business | Consolidated | |||||||||||
Management | Management | |||||||||||||
Business | Business | |||||||||||||
Gross Balance as of December 31, 2013 | $ | 1,688,280 | $ | 422,070 | $ | 673,335 | $ | 2,783,685 | ||||||
Non-deductible goodwill acquired during the year | — | — | 23,971 | 23,971 | ||||||||||
Fair value and other adjustments(1) | (13,213 | ) | (3,303 | ) | (2,612 | ) | (19,128 | ) | ||||||
Currency effects | (6,466 | ) | (1,617 | ) | 5,574 | (2,509 | ) | |||||||
| | | | | | | | | | | | | | |
Gross Balance as of March 31, 2014 | $ | 1,668,601 | $ | 417,150 | $ | 700,268 | $ | 2,786,019 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accumulated Amortization Balance as of December 31, 2013 | $ | 208,729 | $ | 52,181 | $ | 59,423 | $ | 320,333 | ||||||
Currency effects | (321 | ) | (80 | ) | 86 | (315 | ) | |||||||
| | | | | | | | | | | | | | |
Accumulated Amortization Balance as of March 31, 2014 | $ | 208,408 | $ | 52,101 | $ | 59,509 | $ | 320,018 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net Balance as of December 31, 2013 | $ | 1,479,551 | $ | 369,889 | $ | 613,912 | $ | 2,463,352 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net Balance as of March 31, 2014 | $ | 1,460,193 | $ | 365,049 | $ | 640,759 | $ | 2,466,001 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accumulated Goodwill Impairment Balance as of December 31, 2013 | $ | 85,909 | $ | — | $ | 46,500 | $ | 132,409 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accumulated Goodwill Impairment Balance as of March 31, 2014 | $ | 85,909 | $ | — | $ | 46,500 | $ | 132,409 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Total fair value and other adjustments primarily include $(18,212) in net adjustments to deferred income taxes and customer relationships, as well as $(916) of cash received related to certain 2013 acquisitions. | ||||||||||||||
The components of our amortizable intangible assets as of March 31, 2014 are as follows: | ||||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||
Amount | Amortization | Amount | ||||||||||||
Customer Relationships and Acquisition Costs | $ | 907,801 | $ | (288,191 | ) | $ | 619,610 | |||||||
Core Technology(1) | 3,828 | (3,591 | ) | 237 | ||||||||||
Trademarks and Non-Compete Agreements(1) | 6,342 | (4,121 | ) | 2,221 | ||||||||||
Deferred Financing Costs | 56,532 | (12,593 | ) | 43,939 | ||||||||||
| | | | | | | | | | | ||||
Total | $ | 974,503 | $ | (308,496 | ) | $ | 666,007 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
-1 | ||||||||||||||
Included in Other Assets, net in the accompanying Consolidated Balance Sheets. | ||||||||||||||
Amortization expense associated with amortizable intangible assets (including deferred financing costs) was $12,016 and $13,626 for the three months ended March 31, 2013 and 2014, respectively. | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
e. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
We record stock-based compensation expense, utilizing the straight-line method, for the cost of stock options, restricted stock, 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, 2013 and 2014 was $5,710 ($4,887 after tax or $0.03 per basic and diluted share) and $7,141 ($5,134 after tax or $0.03 per basic and diluted share), respectively. | ||||||||||||||
Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations related to continuing operations is as follows: | ||||||||||||||
Three Months | ||||||||||||||
Ended | ||||||||||||||
March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Cost of sales (excluding depreciation and amortization) | $ | 70 | $ | 190 | ||||||||||
Selling, general and administrative expenses | 5,640 | 6,951 | ||||||||||||
| | | | | | | | |||||||
Total stock-based compensation | $ | 5,710 | $ | 7,141 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
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 reduces reported operating cash flows and increases reported financing cash flows. As a result, net financing cash flows from continuing operations included $1,705 and $(185) for the three months ended March 31, 2013 and 2014, respectively, from the benefits (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 | ||||||||||||||
Under our various stock option plans, options were granted with exercise prices equal to the market price of the stock on the date of grant. The majority of our options become exercisable ratably over a period of five years from the date of grant and generally have a contractual life of ten years from the date of grant, unless the holder's employment is terminated sooner. Certain of the options we issue become exercisable ratably over a period of ten years from the date of grant and have a contractual life of 12 years from the date of grant, unless the holder's employment is terminated sooner. As of March 31, 2014, ten-year vesting options represented 7.1% of total outstanding options. As of March 31, 2014, three-year vesting options represented 28.3% of total outstanding options. Our non-employee directors are considered employees for purposes of our stock option plans and stock option reporting. Options granted to our non-employee directors generally become exercisable one year from the date of grant. | ||||||||||||||
The weighted average fair value of options granted for the three months ended March 31, 2013 and 2014 was $7.69 and $5.60 per share, respectively. These values were estimated on the date of grant using the Black-Scholes option pricing model. The following table summarizes the weighted average assumptions used for grants in the respective period: | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
Weighted Average Assumptions | 2013 | 2014 | ||||||||||||
Expected volatility | 33.8 | % | 33.9 | % | ||||||||||
Risk-free interest rate | 1.13 | % | 2.06 | % | ||||||||||
Expected dividend yield | 3 | % | 4 | % | ||||||||||
Expected life | 6.3 years | 6.8 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 U.S. Treasury interest rates whose term is consistent with the expected life 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 (estimated period of time outstanding) 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, 2014 is as follows: | ||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term | ||||||||||||||
Outstanding at December 31, 2013 | 5,145,739 | $ | 24.09 | |||||||||||
Granted | 525,268 | 30.7 | ||||||||||||
Exercised | (136,656 | ) | 20.63 | |||||||||||
Forfeited | (80,463 | ) | 23.24 | |||||||||||
Expired | (59 | ) | 25.31 | |||||||||||
| | | | | | | | | | | | | | |
Outstanding at March 31, 2014 | 5,453,829 | $ | 24.79 | 5.05 | $ | 19,635 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options exercisable at March 31, 2014 | 4,043,021 | $ | 23.99 | 4.15 | $ | 16,411 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options expected to vest | 1,297,099 | $ | 27.06 | 7.69 | $ | 3,088 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The following table provides the aggregate intrinsic value of stock options exercised for the three months ended March 31, 2013 and 2014: | ||||||||||||||
Three Months | ||||||||||||||
Ended | ||||||||||||||
March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Aggregate intrinsic value of stock options exercised | $ | 5,446 | $ | 977 | ||||||||||
Restricted Stock and Restricted Stock Units | ||||||||||||||
Under our various equity compensation plans, we may also grant restricted stock or RSUs. Our restricted stock and RSUs generally have a three to five year vesting period from the date of 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. We accrued approximately $1,790 and $434 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, respectively. We paid approximately $366 and $831 of cash dividends on RSUs for the three months ended March 31, 2013 and 2014, respectively. The fair value of restricted stock and 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). | ||||||||||||||
A summary of restricted stock and RSU activity for the three months ended March 31, 2014 is as follows: | ||||||||||||||
Restricted | Weighted- | |||||||||||||
Stock and RSUs | Average | |||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested at December 31, 2013 | 1,435,230 | $ | 29.76 | |||||||||||
Granted | 598,423 | 27.32 | ||||||||||||
Vested | (438,353 | ) | 31.6 | |||||||||||
Forfeited | (65,298 | ) | 32.31 | |||||||||||
| | | | | | | | |||||||
Non-vested at March 31, 2014 | 1,530,002 | $ | 28.17 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
No restricted stock vested during each of the three months ended March 31, 2013 and 2014. The total fair value of RSUs vested during the three months ended March 31, 2013 and 2014 was $8,607 and $13,844, respectively. | ||||||||||||||
Performance Units | ||||||||||||||
Under our various equity compensation plans, we may also make awards of PUs. For the majority of 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 150% (for PUs granted prior to 2014) and 0% to 200% (for PUs granted in 2014) 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 either the one-year performance period (for PUs granted prior to 2014) or the three-year performance period (for PUs granted in 2014). Certain PUs granted in 2013 and 2014 will be earned based on a market condition associated with the total return on our common stock in relation to a subset of the S&P 500 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. For those PUs subject to a one-year performance period, employees who subsequently terminate their employment after the end of the one-year performance period and on or after attaining age 55 and completing 10 years of qualifying service (the "retirement criteria") shall immediately and completely vest in any PUs earned based on the actual achievement against the predefined targets as discussed above (but delivery of the shares remains deferred). As a result, PUs subject to a one-year performance period are generally expensed over the shorter of (1) the vesting period, (2) achievement of the retirement criteria, which may occur as early as January 1 of the year following the year of grant, or (3) a maximum of three years. Outstanding 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. We accrued approximately $573 and $150 of cash dividends on PUs for the three months ended March 31, 2013 and 2014, respectively. | ||||||||||||||
During the three months ended March 31, 2014, we issued 173,260 PUs. As our PUs are earned based on our performance against revenue or revenue growth and ROIC targets during their applicable performance period, we forecast the likelihood of achieving the predefined revenue or 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 applicable performance period) or the actual PUs earned (at the one-year anniversary date for PUs granted prior to 2014, and at the three-year anniversary date for PUs granted in 2014) over the vesting period for each of the awards. For the 2013 and 2014 PUs that will be earned based on a market condition, we utilized a Monte Carlo simulation to fair value these awards at the date of grant, and such fair value will be expensed over the three-year performance period. The total fair value of earned PUs that vested during the three months ended March 31, 2013 and 2014 was $908 and $4,030, respectively. There were no cash dividends paid on PUs for the three months ended March 31, 2013. We paid approximately $221 of cash dividends on PUs for the three months ended March 31, 2014. As of March 31, 2014, we expected 100% achievement of the predefined revenue and ROIC targets associated with the awards of PUs made in 2014. | ||||||||||||||
A summary of PU activity for the three months ended March 31, 2014 is as follows: | ||||||||||||||
Original | PU Adjustment(1) | Total | Weighted- | |||||||||||
PU Awards | PU Awards | Average | ||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested at December 31, 2013 | 334,548 | (23,732 | ) | 310,816 | $ | 33.18 | ||||||||
Granted | 173,260 | (52,475 | ) | 120,785 | 22.84 | |||||||||
Vested | (136,801 | ) | (11,819 | ) | (148,620 | ) | 27.12 | |||||||
Forfeited | (3,384 | ) | — | (3,384 | ) | 34.27 | ||||||||
| | | | | | | | | | | | | | |
Non-vested at March 31, 2014 | 367,623 | (88,026 | ) | 279,597 | $ | 31.92 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria achievement at the end of the defined performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets. | ||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
We offer an ESPP in which participation is available to substantially all U.S. and Canadian employees who meet certain service eligibility requirements. The ESPP provides a way for our eligible employees to become stockholders on favorable terms. The ESPP provides for the purchase of our common stock by eligible employees through successive offering periods. We have historically had two six-month offering periods per year, the first of which generally runs from June 1 through November 30 and the second of which generally runs from December 1 through May 31. During each offering period, participating employees accumulate after-tax payroll contributions, up to a maximum of 15% of their compensation, to pay the purchase price at the end of the offering. Participating employees may withdraw from an offering before the purchase date and obtain a refund of the amounts withheld as payroll deductions. At the end of the offering period, outstanding options under the ESPP are exercised, and each employee's accumulated contributions are used to purchase our common stock. The price for shares purchased under the ESPP is 95% of the fair market price at the end of the offering period, without a look-back feature. As a result, we do not recognize compensation expense for the ESPP shares purchased. In the three months ended March 31, 2013 and 2014, there were no offering periods which ended under the ESPP, and no shares were issued. As of March 31, 2014, we have 1,000,000 shares available under the ESPP. | ||||||||||||||
As of March 31, 2014, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards was $55,903 and is expected to be recognized over a weighted-average period of 2.2 years. | ||||||||||||||
We generally issue shares of our common stock for the exercises of stock options, restricted stock, RSUs, PUs and shares of our common stock under our ESPP from unissued reserved shares. | ||||||||||||||
Income (Loss) Per Share-Basic and Diluted | ' | |||||||||||||
f. | ||||||||||||||
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 following table presents the calculation of basic and diluted income (loss) per share: | ||||||||||||||
Three Months Ended March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Income (Loss) from continuing operations | $ | 18,350 | $ | 42,721 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Total income (loss) from discontinued operations (see Note 10) | $ | 2,184 | $ | (612 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Net income (loss) attributable to Iron Mountain Incorporated | $ | 19,386 | $ | 41,667 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Weighted-average shares—basic | 190,213,000 | 191,879,000 | ||||||||||||
Effect of dilutive potential stock options | 1,395,106 | 682,801 | ||||||||||||
Effect of dilutive potential restricted stock, RSUs and PUs | 501,974 | 507,219 | ||||||||||||
| | | | | | | | |||||||
Weighted-average shares—diluted | 192,110,080 | 193,069,020 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Earnings (Losses) per share—basic: | ||||||||||||||
Income (Loss) from continuing operations | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Total income (loss) from discontinued operations (see Note 10) | $ | 0.01 | $ | (0.00 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Net income (loss) attributable to Iron Mountain Incorporated—basic | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Earnings (Losses) per share—diluted: | ||||||||||||||
Income (Loss) from continuing operations | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Total income (loss) from discontinued operations (see Note 10) | $ | 0.01 | $ | (0.00 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Net income (loss) attributable to Iron Mountain Incorporated—diluted | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Antidilutive stock options, RSUs and PUs, excluded from the calculation | 260,298 | 1,380,962 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Revenues | ' | |||||||||||||
g. | ||||||||||||||
Revenues | ||||||||||||||
Our revenues consist of storage rental revenues as well as service revenues and are reflected net of sales and value added taxes. Storage rental revenues, which are considered a key driver of financial performance for the storage and information management services industry, consist primarily of recurring periodic rental charges related to the storage of materials or data (generally on a per unit basis). Service revenues include charges for related service activities, which include: (1) the handling of records, including the addition of new records, temporary removal of records from storage, refiling of removed records and the destruction of records; (2) courier operations, consisting primarily of the pickup and delivery of records upon customer request; (3) secure shredding of sensitive documents and the related sale of recycled paper, the price of which can fluctuate from period to period; (4) other services, including the scanning, imaging and document conversion services of active and inactive records, or Document Management Solutions ("DMS"), which relate to physical and digital records, and project revenues; (5) customer termination and permanent withdrawal fees; (6) data restoration projects; (7) special project work; (8) Fulfillment Services; (9) consulting services; and (10) technology services and product sales (including specially designed storage containers and related supplies). | ||||||||||||||
We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable and collectability of the resulting receivable is reasonably assured. Storage rental and service revenues are recognized in the month the respective storage rental or service is provided, and customers are generally billed on a monthly basis on contractually agreed-upon terms. Amounts related to future storage rental or prepaid service contracts for customers where storage rental fees or services are billed in advance are accounted for as deferred revenue and recognized ratably over the period the applicable storage rental or service is provided or performed. Revenues from the sales of products, which is included as a component of service revenues, is recognized when products are shipped and title has passed to the customer. Revenues from the sales of products have historically not been significant. | ||||||||||||||
Allowance for Doubtful Accounts and Credit Memo Reserves | ' | |||||||||||||
h. | ||||||||||||||
Allowance for Doubtful Accounts and Credit Memo Reserves | ||||||||||||||
We maintain an allowance for doubtful accounts and credit memos for estimated losses resulting from the potential inability of our customers to make required payments and potential disputes regarding billing and service issues. When calculating the allowance, we consider our past loss experience, current and prior trends in our aged receivables and credit memo activity, current economic conditions and specific circumstances of individual receivable balances. If the financial condition of our customers were to significantly change, resulting in a significant improvement or impairment of their ability to make payments, an adjustment of the allowance may be required. We consider accounts receivable to be delinquent after such time as reasonable means of collection have been exhausted. We charge-off uncollectible balances as circumstances warrant, generally, no later than one year past due. | ||||||||||||||
Income Taxes | ' | |||||||||||||
i. | ||||||||||||||
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 from foreign jurisdictions; (2) tax law changes; (3) volatility in foreign exchange gains (losses); (4) the timing of the establishment and reversal of tax reserves; (5) our ability to utilize foreign tax credits and net operating losses that we generate; and (6) our proposed conversion to a real estate investment trust for federal income tax purposes ("REIT"). We are subject to income taxes in the U.S. and numerous foreign jurisdictions. We are subject to examination by various tax authorities in jurisdictions in which we have business operations or a taxable presence. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in changes in our estimates. | ||||||||||||||
Accounting for income taxes requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax and financial reporting basis of assets and liabilities and for loss and credit carryforwards. Valuation allowances are provided when recovery of deferred tax assets does not meet the more likely than not standard as defined in GAAP. | ||||||||||||||
Our effective tax rates for the three months ended March 31, 2013 and 2014 were 67.8% and 42.6%, respectively. The primary reconciling items between the federal statutory rate of 35% and our overall effective tax rate were 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 and state income taxes (net of federal tax benefit). During the three months ended March 31, 2013, foreign currency gains were recorded in higher tax jurisdictions associated with our marking-to-market of debt and derivative instruments while foreign currency losses were recorded in lower tax jurisdictions associated with our marking-to-market of intercompany loan positions, which increased our first quarter 2013 effective tax rate by 22.5%. On January 2, 2013, the American Taxpayer Relief Act of 2012 (the "ATRA") was signed into law. In part, the ATRA retroactively reinstated and extended the controlled foreign corporation look-through rule, which provides for the exception from January 1, 2012 to December 31, 2013 of certain foreign earnings from U.S. federal taxation as Subpart F income. As a result, our income tax provision for the first quarter of 2013 included a discrete tax benefit of $4,025 relating to the previously expired period from January 1, 2012 to December 31, 2012. During the three months ended March 31, 2014, there were foreign currency losses recorded in jurisdictions with tax rates lower than the federal statutory rate of 35% associated with our marking-to-market of intercompany loans, which increased our first quarter 2014 effective tax rate by 1.1%. The controlled foreign corporation look-through rule, which provided for the exception of certain foreign earnings from U.S. federal taxation as Subpart F income, expired on December 31, 2013. As a result, our first quarter 2014 effective tax rate was increased by 1.3%. | ||||||||||||||
We have a net tax over book outside basis difference related to our foreign subsidiaries. We do not expect this net basis difference to reverse in the foreseeable future and we intend to reinvest any future undistributed earnings of certain foreign subsidiaries indefinitely outside the U.S. We have instances where we have book over tax outside basis differences for certain foreign subsidiaries. These basis differences arose primarily through undistributed book earnings of such foreign subsidiaries of $51,954 and could be reversed through a sale of such foreign subsidiaries, the receipt of dividends from such subsidiaries or certain other events or actions on our part, each of which would result in an increase in our provision for income taxes. It is not practicable to calculate the amount of unrecognized deferred tax liability on these book over tax outside basis differences because of the complexities of the hypothetical calculation. We may record additional deferred taxes on book over tax outside basis differences related to certain foreign subsidiaries in the future depending upon a number of factors, decisions and events in connection with our potential conversion to a REIT, including favorable indications from the U.S. Internal Revenue Service (the "IRS") with regard to our private letter ruling requests, finalization of countries to be included in our plan to convert to a REIT, shareholder approval of certain modifications to our corporate charter and final board of director approval of our conversion to a REIT. | ||||||||||||||
On September 13, 2013, the IRS released final tangible property regulations under Sections 162(a) and 263(a) of the Internal Revenue Code of 1986 (the "Code"), regarding the deduction and capitalization of expenditures related to tangible property. The final regulations replace temporary regulations that were issued in December 2011. Also released were proposed regulations under Section 168 of the Code regarding dispositions of tangible property. These final and proposed regulations will be effective for our tax year beginning on January 1, 2014. Early adoption was available, and as such, we early adopted the regulations in 2013. Changes for tax treatment elected by us or required by the regulations will generally be effective prospectively; however, implementation of many of the regulations' provisions will require a calculation of the cumulative effect of the changes on prior years, and it is expected that such amount will have to be included in the determination of our taxable income over a four-year period beginning in 2013. Transition guidance providing the procedural rules to comply with such regulations is expected to be released in the near term. We do not believe these regulations will have a material impact on our consolidated results of operations, cash flows and financial position. | ||||||||||||||
We have elected to recognize interest and penalties associated with uncertain tax positions as a component of the provision (benefit) for income taxes in the accompanying Consolidated Statements of Operations. We recorded an increase of $545 and $966 for gross interest and penalties for the three months ended March 31, 2013 and 2014, respectively. We had $4,874 and $5,598 accrued for the payment of interest and penalties as of December 31, 2013 and March 31, 2014, respectively. | ||||||||||||||
Property, Plant and Equipment and Long-Lived Assets | ' | |||||||||||||
o. | ||||||||||||||
Property, Plant and Equipment and Long-Lived Assets | ||||||||||||||
We develop various software applications for internal use. Computer software costs associated with internal use software are expensed as incurred until certain capitalization criteria are met. Payroll and related costs for employees directly associated with, and devoting time to, the development of internal use computer software projects (to the extent time is spent directly on the project) are capitalized. During the three months ended March 31, 2013 and 2014, we capitalized $9,228 and $4,897 of costs, respectively, associated with the development of internal use computer software projects. Capitalization begins when the design stage of the application has been completed and it is probable that the project will be completed and used to perform the function intended. Capitalization ends when the asset is ready for its intended use. Depreciation begins when the software is placed in service. Computer software costs that are capitalized are periodically evaluated for impairment. | ||||||||||||||
We review long-lived assets and all amortizable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to their carrying amount. The operations are generally distinguished by the business segment and geographic region in which they operate. If the operation is determined to be unable to recover the carrying amount of its assets, then intangible assets are written down first, followed by the other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending upon the nature of the assets. | ||||||||||||||
Consolidated gain on disposal/write-down of property, plant and equipment, net was $539 for the three months ended March 31, 2013 and consisted primarily of gains associated with the retirement of leased vehicles accounted for as capital lease assets associated primarily with our North American Records and Information Management Business. Consolidated gain on disposal/write-down of property, plant and equipment, net was $8,307 for the three months ended March 31, 2014 and consisted primarily of approximately $9,262 of gains associated with two facilities we disposed of in the United Kingdom. | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Schedule of carrying value of goodwill, net for each of the reporting units | ' | |||||||||||||
Carrying Value | ||||||||||||||
as of | ||||||||||||||
March 31, 2014 | ||||||||||||||
North American Records and Information Management(1) | $ | 1,401,347 | ||||||||||||
Intellectual Property Management(1) | 50,439 | |||||||||||||
Fulfillment Services(1) | 8,407 | |||||||||||||
North American Data Management(1) | 365,049 | |||||||||||||
Emerging Businesses | — | |||||||||||||
New Western Europe | 389,752 | |||||||||||||
New Emerging Markets | 90,619 | |||||||||||||
Latin America | 92,298 | |||||||||||||
Australia and Singapore | 65,853 | |||||||||||||
Greater China | 2,237 | |||||||||||||
India | — | |||||||||||||
Russia and Ukraine | — | |||||||||||||
| | | | | ||||||||||
Total | $ | 2,466,001 | ||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
-1 | ||||||||||||||
We will finalize our preliminary estimates of fair value for these new reporting units once we finalize multi-year cash flow forecasts of such reporting units and conclude on fair value of each new reporting unit based on the combined weighting of both fair value multiples and discounted cash flow valuation techniques. To the extent final fair values of our new reporting units differ from our preliminary estimates, we will reassign goodwill amongst the new reporting units in a future period in which final information as of January 1, 2014 is available to complete the fair values and the corresponding allocation of goodwill amongst the new reporting units. | ||||||||||||||
Schedule of changes in the carrying value of goodwill attributable to each reportable operating segment | ' | |||||||||||||
North American | North American | International | Total | |||||||||||
Records and Information | Data | Business | Consolidated | |||||||||||
Management | Management | |||||||||||||
Business | Business | |||||||||||||
Gross Balance as of December 31, 2013 | $ | 1,688,280 | $ | 422,070 | $ | 673,335 | $ | 2,783,685 | ||||||
Non-deductible goodwill acquired during the year | — | — | 23,971 | 23,971 | ||||||||||
Fair value and other adjustments(1) | (13,213 | ) | (3,303 | ) | (2,612 | ) | (19,128 | ) | ||||||
Currency effects | (6,466 | ) | (1,617 | ) | 5,574 | (2,509 | ) | |||||||
| | | | | | | | | | | | | | |
Gross Balance as of March 31, 2014 | $ | 1,668,601 | $ | 417,150 | $ | 700,268 | $ | 2,786,019 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accumulated Amortization Balance as of December 31, 2013 | $ | 208,729 | $ | 52,181 | $ | 59,423 | $ | 320,333 | ||||||
Currency effects | (321 | ) | (80 | ) | 86 | (315 | ) | |||||||
| | | | | | | | | | | | | | |
Accumulated Amortization Balance as of March 31, 2014 | $ | 208,408 | $ | 52,101 | $ | 59,509 | $ | 320,018 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net Balance as of December 31, 2013 | $ | 1,479,551 | $ | 369,889 | $ | 613,912 | $ | 2,463,352 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net Balance as of March 31, 2014 | $ | 1,460,193 | $ | 365,049 | $ | 640,759 | $ | 2,466,001 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accumulated Goodwill Impairment Balance as of December 31, 2013 | $ | 85,909 | $ | — | $ | 46,500 | $ | 132,409 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Accumulated Goodwill Impairment Balance as of March 31, 2014 | $ | 85,909 | $ | — | $ | 46,500 | $ | 132,409 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Total fair value and other adjustments primarily include $(18,212) in net adjustments to deferred income taxes and customer relationships, as well as $(916) of cash received related to certain 2013 acquisitions. | ||||||||||||||
Components of amortizable intangible assets | ' | |||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||||
Amount | Amortization | Amount | ||||||||||||
Customer Relationships and Acquisition Costs | $ | 907,801 | $ | (288,191 | ) | $ | 619,610 | |||||||
Core Technology(1) | 3,828 | (3,591 | ) | 237 | ||||||||||
Trademarks and Non-Compete Agreements(1) | 6,342 | (4,121 | ) | 2,221 | ||||||||||
Deferred Financing Costs | 56,532 | (12,593 | ) | 43,939 | ||||||||||
| | | | | | | | | | | ||||
Total | $ | 974,503 | $ | (308,496 | ) | $ | 666,007 | |||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
-1 | ||||||||||||||
Included in Other Assets, net in the accompanying Consolidated Balance Sheets. | ||||||||||||||
Stock-based compensation expense for Employee Stock-Based Awards related to continuing operations | ' | |||||||||||||
Three Months | ||||||||||||||
Ended | ||||||||||||||
March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Cost of sales (excluding depreciation and amortization) | $ | 70 | $ | 190 | ||||||||||
Selling, general and administrative expenses | 5,640 | 6,951 | ||||||||||||
| | | | | | | | |||||||
Total stock-based compensation | $ | 5,710 | $ | 7,141 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Summary of the weighted average assumptions used for stock option grants | ' | |||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
Weighted Average Assumptions | 2013 | 2014 | ||||||||||||
Expected volatility | 33.8 | % | 33.9 | % | ||||||||||
Risk-free interest rate | 1.13 | % | 2.06 | % | ||||||||||
Expected dividend yield | 3 | % | 4 | % | ||||||||||
Expected life | 6.3 years | 6.8 years | ||||||||||||
Summary of stock option activity | ' | |||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||
Average | Average | Intrinsic | ||||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term | ||||||||||||||
Outstanding at December 31, 2013 | 5,145,739 | $ | 24.09 | |||||||||||
Granted | 525,268 | 30.7 | ||||||||||||
Exercised | (136,656 | ) | 20.63 | |||||||||||
Forfeited | (80,463 | ) | 23.24 | |||||||||||
Expired | (59 | ) | 25.31 | |||||||||||
| | | | | | | | | | | | | | |
Outstanding at March 31, 2014 | 5,453,829 | $ | 24.79 | 5.05 | $ | 19,635 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options exercisable at March 31, 2014 | 4,043,021 | $ | 23.99 | 4.15 | $ | 16,411 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Options expected to vest | 1,297,099 | $ | 27.06 | 7.69 | $ | 3,088 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Aggregate intrinsic value of stock options exercised | ' | |||||||||||||
Three Months | ||||||||||||||
Ended | ||||||||||||||
March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Aggregate intrinsic value of stock options exercised | $ | 5,446 | $ | 977 | ||||||||||
Summary of restricted stock and RSU activity | ' | |||||||||||||
Restricted | Weighted- | |||||||||||||
Stock and RSUs | Average | |||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested at December 31, 2013 | 1,435,230 | $ | 29.76 | |||||||||||
Granted | 598,423 | 27.32 | ||||||||||||
Vested | (438,353 | ) | 31.6 | |||||||||||
Forfeited | (65,298 | ) | 32.31 | |||||||||||
| | | | | | | | |||||||
Non-vested at March 31, 2014 | 1,530,002 | $ | 28.17 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Summary of Performance Unit (PU) activity | ' | |||||||||||||
Original | PU Adjustment(1) | Total | Weighted- | |||||||||||
PU Awards | PU Awards | Average | ||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-vested at December 31, 2013 | 334,548 | (23,732 | ) | 310,816 | $ | 33.18 | ||||||||
Granted | 173,260 | (52,475 | ) | 120,785 | 22.84 | |||||||||
Vested | (136,801 | ) | (11,819 | ) | (148,620 | ) | 27.12 | |||||||
Forfeited | (3,384 | ) | — | (3,384 | ) | 34.27 | ||||||||
| | | | | | | | | | | | | | |
Non-vested at March 31, 2014 | 367,623 | (88,026 | ) | 279,597 | $ | 31.92 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria achievement at the end of the defined performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets. | ||||||||||||||
Calculation of basic and diluted net income (loss) per share attributable to the entity | ' | |||||||||||||
Three Months Ended March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Income (Loss) from continuing operations | $ | 18,350 | $ | 42,721 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Total income (loss) from discontinued operations (see Note 10) | $ | 2,184 | $ | (612 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Net income (loss) attributable to Iron Mountain Incorporated | $ | 19,386 | $ | 41,667 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Weighted-average shares—basic | 190,213,000 | 191,879,000 | ||||||||||||
Effect of dilutive potential stock options | 1,395,106 | 682,801 | ||||||||||||
Effect of dilutive potential restricted stock, RSUs and PUs | 501,974 | 507,219 | ||||||||||||
| | | | | | | | |||||||
Weighted-average shares—diluted | 192,110,080 | 193,069,020 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Earnings (Losses) per share—basic: | ||||||||||||||
Income (Loss) from continuing operations | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Total income (loss) from discontinued operations (see Note 10) | $ | 0.01 | $ | (0.00 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Net income (loss) attributable to Iron Mountain Incorporated—basic | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Earnings (Losses) per share—diluted: | ||||||||||||||
Income (Loss) from continuing operations | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Total income (loss) from discontinued operations (see Note 10) | $ | 0.01 | $ | (0.00 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Net income (loss) attributable to Iron Mountain Incorporated—diluted | $ | 0.1 | $ | 0.22 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Antidilutive stock options, RSUs and PUs, excluded from the calculation | 260,298 | 1,380,962 | ||||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Assets and liabilities carried at fair value measured on a recurring basis | ' | |||||||||||||
Fair Value Measurements at | ||||||||||||||
December 31, 2013 Using | ||||||||||||||
Description | Total Carrying | Quoted prices | Significant other | Significant | ||||||||||
Value at | in active | observable | unobservable | |||||||||||
December 31, | markets | inputs | inputs | |||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Money Market Funds(1) | $ | 33,860 | $ | — | $ | 33,860 | $ | — | ||||||
Time Deposits(1) | 2,753 | — | 2,753 | — | ||||||||||
Trading Securities | 13,386 | 12,785 | -2 | 601 | -1 | — | ||||||||
Derivative Assets(3) | 72 | — | 72 | — | ||||||||||
Derivative Liabilities(3) | 5,592 | — | 5,592 | — | ||||||||||
Fair Value Measurements at | ||||||||||||||
March 31, 2014 Using | ||||||||||||||
Description | Total Carrying | Quoted prices | Significant other | Significant | ||||||||||
Value at | in active | observable | unobservable | |||||||||||
March 31, | markets | inputs | inputs | |||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Money Market Funds(1) | $ | 37,018 | $ | — | $ | 37,018 | $ | — | ||||||
Time Deposits(1) | 22,139 | — | 22,139 | — | ||||||||||
Trading Securities | 13,515 | 12,971 | -2 | 544 | -1 | — | ||||||||
Derivative Assets(3) | 577 | — | 577 | — | ||||||||||
Derivative Liabilities(3) | 1,822 | — | 1,822 | — | ||||||||||
-1 | ||||||||||||||
Money market funds and time deposits (including certain trading securities) are measured based on quoted prices for similar assets and/or subsequent transactions. | ||||||||||||||
-2 | ||||||||||||||
Securities are measured at fair value using quoted market prices. | ||||||||||||||
-3 | ||||||||||||||
Our derivative assets and liabilities primarily relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge our intercompany exposures denominated in British pounds sterling, Euro and Australian dollars. We calculate the fair value of such forward contracts by adjusting the spot rate utilized at the balance sheet date for translation purposes by an estimate of the forward points observed in active markets. | ||||||||||||||
Schedule of accumulated other comprehensive items, net | ' | |||||||||||||
December 31, | March 31, | |||||||||||||
2013 | 2014 | |||||||||||||
Foreign currency translation adjustments | $ | (9,586 | ) | $ | (7,909 | ) | ||||||||
Market value adjustments for securities, net of tax | 926 | 926 | ||||||||||||
| | | | | | | | |||||||
$ | (8,660 | ) | $ | (6,983 | ) | |||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Other expense (income), net | ' | |||||||||||||
Three Months | ||||||||||||||
Ended March 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
Foreign currency transaction losses (gains), net | $ | 3,565 | $ | 6,438 | ||||||||||
Other, net | (826 | ) | (1,121 | ) | ||||||||||
| | | | | | | | |||||||
$ | 2,739 | $ | 5,317 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Derivative Instruments and Hedging Activities | ' | |||||||||||
Fair value of derivative instruments | ' | |||||||||||
Asset Derivatives | ||||||||||||
December 31, 2013 | March 31, 2014 | |||||||||||
Derivatives Not Designated as | Balance Sheet | Fair | Balance Sheet | Fair | ||||||||
Hedging Instruments | Location | Value | Location | Value | ||||||||
Foreign exchange contracts | Prepaid expenses and other | $ | 72 | Prepaid expenses and other | $ | 577 | ||||||
| | | | | | | | | | | | |
Total | $ | 72 | $ | 577 | ||||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Liability Derivatives | ||||||||||||
December 31, 2013 | March 31, 2014 | |||||||||||
Derivatives Not Designated as | Balance Sheet | Fair | Balance Sheet | Fair | ||||||||
Hedging Instruments | Location | Value | Location | Value | ||||||||
Foreign exchange contracts | Accrued expenses | $ | 5,592 | Accrued expenses | $ | 1,822 | ||||||
| | | | | | | | | | | | |
Total | $ | 5,592 | $ | 1,822 | ||||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Fair value of derivative instruments, amount of (gain) loss recognized in income | ' | |||||||||||
Amount of (Gain) | ||||||||||||
Loss | ||||||||||||
Recognized in | ||||||||||||
Income | ||||||||||||
on Derivatives | ||||||||||||
Three Months Ended | ||||||||||||
Location of (Gain) Loss | March 31, | |||||||||||
Recognized in Income | ||||||||||||
Derivatives Not Designated as | on Derivative | 2013 | 2014 | |||||||||
Hedging Instruments | ||||||||||||
Foreign exchange contracts | Other (income) expense, net | $ | (11,150 | ) | $ | 2,922 | ||||||
| | | | | | | | | | |||
Total | $ | (11,150 | ) | $ | 2,922 | |||||||
| | | | | | | | | | |||
| | | | | | | | | | |||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Acquisitions | ' | ||||
Summary of cumulative consideration paid for acquisitions and preliminary allocation of purchase price paid | ' | ||||
Cash Paid (gross of cash acquired) | $ | 32,081 | -1 | ||
| | | | | |
Total Consideration | 32,081 | ||||
Fair Value of Identifiable Assets Acquired: | |||||
Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other | 3,177 | ||||
Property, Plant and Equipment(2) | 5,317 | ||||
Customer Relationship Assets(3) | 14,376 | ||||
Other Assets | 34 | ||||
Liabilities Assumed and Deferred Income Taxes(4) | (14,794 | ) | |||
| | | | | |
Total Fair Value of Identifiable Net Assets Acquired | 8,110 | ||||
| | | | | |
Goodwill Initially Recorded | $ | 23,971 | |||
| | | | | |
| | | | | |
-1 | |||||
Included in cash paid for acquisitions in the Consolidated Statements of Cash Flows for the three months ended March 31, 2014 are net cash acquired of $(1,595) offset by contingent and other payments of $295 related to acquisitions made in previous years. | |||||
-2 | |||||
Consists primarily of racking structures, leasehold improvements and computer hardware and software. | |||||
-3 | |||||
The weighted average lives of customer relationship assets associated with acquisitions to date in 2014 was 10 years. | |||||
-4 | |||||
Consists primarily of accounts payable, accrued expenses, notes payable, deferred revenue and deferred income taxes. | |||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Debt | ' | |||||||||||||
Schedule of carrying amount and fair value of long-term debt instruments | ' | |||||||||||||
December 31, 2013 | March 31, 2014 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
Revolving Credit Facility(1) | $ | 675,717 | $ | 675,717 | $ | 1,108,537 | $ | 1,108,537 | ||||||
71/4% GBP Senior Subordinated Notes due 2014 (the "71/4% Notes")(2)(3) | 247,808 | 248,117 | — | — | ||||||||||
63/4% Euro Senior Subordinated Notes due 2018 (the "63/4% Notes")(2)(3) | 350,272 | 355,071 | 349,854 | 355,460 | ||||||||||
73/4% Senior Subordinated Notes due 2019 (the "73/4% Notes")(2)(3) | 400,000 | 446,000 | 400,000 | 440,750 | ||||||||||
83/8% Senior Subordinated Notes due 2021 (the "83/8% Notes")(2)(3) | 411,518 | 444,470 | 411,550 | 437,767 | ||||||||||
61/8% CAD Senior Notes due 2021 (the "Senior Subsidiary Notes")(2)(4) | 187,960 | 187,960 | 181,020 | 185,998 | ||||||||||
6% Senior Notes due 2023 (the "6% Notes")(2)(3) | 600,000 | 614,820 | 600,000 | 633,000 | ||||||||||
53/4% Senior Subordinated Notes due 2024 (the "53/4% Notes")(2)(3) | 1,000,000 | 930,000 | 1,000,000 | 978,100 | ||||||||||
Real Estate Mortgages, Capital Leases and Other(5) | 298,447 | 298,447 | 292,728 | 292,728 | ||||||||||
| | | | | | | | | | | | | | |
Total Long-term Debt | 4,171,722 | 4,343,689 | ||||||||||||
Less Current Portion | (52,583 | ) | (55,084 | ) | ||||||||||
| | | | | | | | | | | | | | |
Long-term Debt, Net of Current Portion | $ | 4,119,139 | $ | 4,288,605 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
The capital stock or other equity interests of most of our U.S. 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 U.S. subsidiary guarantors. In addition, Iron Mountain Canada Operations ULC (f/k/a Iron Mountain Canada Corporation) ("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 these debt instruments. The fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this long-term debt 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, 2013 and March 31, 2014, respectively. | ||||||||||||||
-2 | ||||||||||||||
The fair values (Level 1 of fair value hierarchy described at Note 2.k.) of these debt instruments are based on quoted market prices for these notes on December 31, 2013 and March 31, 2014, 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 substantially all of its direct and indirect 100% owned U.S. subsidiaries (the "Guarantors"). These guarantees are joint and several obligations of the Guarantors. Canada Company and the remainder of our subsidiaries do not guarantee the Parent Notes. | ||||||||||||||
-4 | ||||||||||||||
Canada Company is the direct obligor on the Senior Subsidiary Notes, which are fully and unconditionally guaranteed, on a senior basis, by IMI and the Guarantors. These guarantees are joint and several obligations of IMI and the Guarantors. See Note 6 to Notes to Consolidated Financial Statements. | ||||||||||||||
-5 | ||||||||||||||
We believe the fair value (Level 3 of fair value hierarchy described at Note 2.k.) of this debt approximates its carrying value. | ||||||||||||||
Selected_Consolidated_Financia1
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2014 | ||||||||||||||||||||
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 | ' | |||||||||||||||||||
December 31, 2013 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and Cash Equivalents | $ | 1,243 | $ | 10,366 | $ | 1,094 | $ | 107,823 | $ | — | $ | 120,526 | ||||||||
Restricted Cash | 33,860 | — | — | — | — | 33,860 | ||||||||||||||
Accounts Receivable | — | 358,118 | 38,928 | 219,751 | — | 616,797 | ||||||||||||||
Intercompany Receivable | 761,501 | — | 1,607 | — | (763,108 | ) | — | |||||||||||||
Other Current Assets | 1,120 | 98,717 | 5,995 | 56,622 | (30 | ) | 162,424 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Current Assets | 797,724 | 467,201 | 47,624 | 384,196 | (763,138 | ) | 933,607 | |||||||||||||
Property, Plant and Equipment, Net | 1,019 | 1,569,248 | 172,246 | 835,747 | — | 2,578,260 | ||||||||||||||
Other Assets, Net: | ||||||||||||||||||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 1,775,570 | 1,000 | 2,672 | — | (1,779,242 | ) | — | |||||||||||||
Investment in Subsidiaries | 1,570,505 | 1,313,835 | 31,130 | 70,788 | (2,986,258 | ) | — | |||||||||||||
Goodwill | — | 1,638,534 | 187,259 | 637,559 | — | 2,463,352 | ||||||||||||||
Other | 38,862 | 376,939 | 11,257 | 250,842 | (114 | ) | 677,786 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Other Assets, Net | 3,384,937 | 3,330,308 | 232,318 | 959,189 | (4,765,614 | ) | 3,141,138 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Assets | $ | 4,183,680 | $ | 5,366,757 | $ | 452,188 | $ | 2,179,132 | $ | (5,528,752 | ) | $ | 6,653,005 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and Equity | ||||||||||||||||||||
Intercompany Payable | $ | — | $ | 581,029 | $ | — | $ | 182,079 | $ | (763,108 | ) | $ | — | |||||||
Current Portion of Long-term Debt | — | 30,236 | — | 22,377 | (30 | ) | 52,583 | |||||||||||||
Total Other Current Liabilities | 125,705 | 530,169 | 29,513 | 221,131 | — | 906,518 | ||||||||||||||
Long-term Debt, Net of Current Portion | 3,009,597 | 508,382 | 289,105 | 312,055 | — | 4,119,139 | ||||||||||||||
Long-term Notes Payable to Affiliates and Intercompany Payable | 1,000 | 1,772,144 | — | 6,098 | (1,779,242 | ) | — | |||||||||||||
Other Long-term Liabilities | 40 | 392,545 | 31,652 | 92,808 | (114 | ) | 516,931 | |||||||||||||
Commitments and Contingencies (See Note 8) | ||||||||||||||||||||
Total Iron Mountain Incorporated Stockholders' Equity | 1,047,338 | 1,552,252 | 101,918 | 1,332,088 | (2,986,258 | ) | 1,047,338 | |||||||||||||
Noncontrolling Interests | — | — | — | 10,496 | — | 10,496 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Equity | 1,047,338 | 1,552,252 | 101,918 | 1,342,584 | (2,986,258 | ) | 1,057,834 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Liabilities and Equity | $ | 4,183,680 | $ | 5,366,757 | $ | 452,188 | $ | 2,179,132 | $ | (5,528,752 | ) | $ | 6,653,005 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Assets | ||||||||||||||||||||
Current Assets: | ||||||||||||||||||||
Cash and Cash Equivalents | $ | — | $ | 7,484 | $ | 7,571 | $ | 154,851 | $ | — | $ | 169,906 | ||||||||
Restricted Cash | 33,860 | — | — | — | — | 33,860 | ||||||||||||||
Accounts Receivable | — | 367,056 | 35,609 | 223,451 | — | 626,116 | ||||||||||||||
Intercompany Receivable | 391,241 | — | — | — | (391,241 | ) | — | |||||||||||||
Other Current Assets | 625 | 100,803 | 3,420 | 52,929 | (30 | ) | 157,747 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Current Assets | 425,726 | 475,343 | 46,600 | 431,231 | (391,271 | ) | 987,629 | |||||||||||||
Property, Plant and Equipment, Net | 974 | 1,555,366 | 164,181 | 841,265 | — | 2,561,786 | ||||||||||||||
Other Assets, Net: | ||||||||||||||||||||
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 1,832,317 | 1,012 | 2,570 | — | (1,835,899 | ) | — | |||||||||||||
Investment in Subsidiaries | 1,607,312 | 1,348,607 | 31,924 | 72,312 | (3,060,155 | ) | — | |||||||||||||
Goodwill | — | 1,622,018 | 180,345 | 663,638 | — | 2,466,001 | ||||||||||||||
Other | 37,519 | 376,992 | 10,663 | 266,141 | (114 | ) | 691,201 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Other Assets, Net | 3,477,148 | 3,348,629 | 225,502 | 1,002,091 | (4,896,168 | ) | 3,157,202 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Assets | $ | 3,903,848 | $ | 5,379,338 | $ | 436,283 | $ | 2,274,587 | $ | (5,287,439 | ) | $ | 6,706,617 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Liabilities and Equity | ||||||||||||||||||||
Intercompany Payable | $ | — | $ | 264,578 | $ | 7,129 | $ | 119,534 | $ | (391,241 | ) | $ | — | |||||||
Current Portion of Long-term Debt | — | 28,982 | — | 26,132 | (30 | ) | 55,084 | |||||||||||||
Total Other Current Liabilities | 98,517 | 472,853 | 24,690 | 216,706 | — | 812,766 | ||||||||||||||
Long-term Debt, Net of Current Portion | 2,761,404 | 820,101 | 268,936 | 438,164 | — | 4,288,605 | ||||||||||||||
Long-term Notes Payable to Affiliates and Intercompany Payable | 1,012 | 1,832,172 | — | 2,715 | (1,835,899 | ) | — | |||||||||||||
Other Long-term Liabilities | 97 | 373,628 | 31,292 | 94,088 | (114 | ) | 498,991 | |||||||||||||
Commitments and Contingencies (See Note 8) | ||||||||||||||||||||
Total Iron Mountain Incorporated Stockholders' Equity | 1,042,818 | 1,587,024 | 104,236 | 1,368,895 | (3,060,155 | ) | 1,042,818 | |||||||||||||
Noncontrolling Interests | — | — | — | 8,353 | — | 8,353 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Equity | 1,042,818 | 1,587,024 | 104,236 | 1,377,248 | (3,060,155 | ) | 1,051,171 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Liabilities and Equity | $ | 3,903,848 | $ | 5,379,338 | $ | 436,283 | $ | 2,274,587 | $ | (5,287,439 | ) | $ | 6,706,617 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Schedule of selected consolidated Income statements of Parent, Guarantors, Canada Company and Non-Guarantors | ' | |||||||||||||||||||
Three Months Ended March 31, 2013 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Revenues: | ||||||||||||||||||||
Storage Rental | $ | — | $ | 292,375 | $ | 33,223 | $ | 116,871 | $ | — | $ | 442,469 | ||||||||
Service | — | 186,275 | — | 118,287 | — | 304,562 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Revenues | — | 478,650 | 33,223 | 235,158 | — | 747,031 | ||||||||||||||
Operating Expenses: | ||||||||||||||||||||
Cost of Sales (Excluding Depreciation and Amortization) | — | 192,613 | 7,290 | 121,173 | — | 321,076 | ||||||||||||||
Selling, General and Administrative | 27 | 157,807 | 4,591 | 61,026 | — | 223,451 | ||||||||||||||
Depreciation and Amortization | 81 | 47,873 | 3,223 | 29,024 | — | 80,201 | ||||||||||||||
(Gain) Loss on Disposal/Write-down of Property, Plant and Equipment, Net | — | (635 | ) | — | 96 | — | (539 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Operating Expenses | 108 | 397,658 | 15,104 | 211,319 | — | 624,189 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Operating (Loss) Income | (108 | ) | 80,992 | 18,119 | 23,839 | — | 122,842 | |||||||||||||
Interest Expense (Income), Net | 51,814 | (6,173 | ) | 9,745 | 7,796 | — | 63,182 | |||||||||||||
Other (Income) Expense, Net | (33,027 | ) | (1,151 | ) | — | 36,917 | — | 2,739 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (18,895 | ) | 88,316 | 8,374 | (20,874 | ) | — | 56,921 | ||||||||||||
Provision (Benefit) for Income Taxes | — | 33,905 | 2,740 | 1,926 | — | 38,571 | ||||||||||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (38,281 | ) | 17,258 | (1,189 | ) | (5,634 | ) | 27,846 | — | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Income (Loss) from Continuing Operations | 19,386 | 37,153 | 6,823 | (17,166 | ) | (27,846 | ) | 18,350 | ||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax | — | 81 | — | 2,103 | — | 2,184 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | 19,386 | 37,234 | 6,823 | (15,063 | ) | (27,846 | ) | 20,534 | ||||||||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — | — | — | 1,148 | — | 1,148 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 19,386 | $ | 37,234 | $ | 6,823 | $ | (16,211 | ) | $ | (27,846 | ) | $ | 19,386 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | $ | 19,386 | $ | 37,234 | $ | 6,823 | $ | (15,063 | ) | $ | (27,846 | ) | $ | 20,534 | ||||||
Other Comprehensive Income (Loss): | ||||||||||||||||||||
Foreign Currency Translation Adjustments | 2,514 | 850 | (7,444 | ) | (10,867 | ) | — | (14,947 | ) | |||||||||||
Equity in Other Comprehensive (Loss) Income of | (17,476 | ) | (18,336 | ) | — | (7,444 | ) | 43,256 | — | |||||||||||
Subsidiaries | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Other Comprehensive (Loss) Income | (14,962 | ) | (17,486 | ) | (7,444 | ) | (18,311 | ) | 43,256 | (14,947 | ) | |||||||||
| | | | | | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) | 4,424 | 19,748 | (621 | ) | (33,374 | ) | 15,410 | 5,587 | ||||||||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — | — | — | 1,163 | — | 1,163 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 4,424 | $ | 19,748 | $ | (621 | ) | $ | (34,537 | ) | $ | 15,410 | $ | 4,424 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2014 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Revenues: | ||||||||||||||||||||
Storage Rental | $ | — | $ | 300,329 | $ | 30,411 | $ | 128,149 | $ | — | $ | 458,889 | ||||||||
Service | — | 186,430 | 16,150 | 108,657 | — | 311,237 | ||||||||||||||
Intercompany Service | — | — | — | 17,358 | (17,358 | ) | — | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Revenues | — | 486,759 | 46,561 | 254,164 | (17,358 | ) | 770,126 | |||||||||||||
Operating Expenses: | ||||||||||||||||||||
Cost of Sales (Excluding Depreciation and Amortization) | — | 202,920 | 6,242 | 125,983 | — | 335,145 | ||||||||||||||
Intercompany Service Cost of Sales | — | — | 17,358 | — | (17,358 | ) | — | |||||||||||||
Selling, General and Administrative | 28 | 146,578 | 3,753 | 64,421 | — | 214,780 | ||||||||||||||
Depreciation and Amortization | 77 | 52,640 | 2,999 | 30,717 | — | 86,433 | ||||||||||||||
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net | — | 732 | 1 | (9,040 | ) | — | (8,307 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Operating Expenses | 105 | 402,870 | 30,353 | 212,081 | (17,358 | ) | 628,051 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Operating (Loss) Income | (105 | ) | 83,889 | 16,208 | 42,083 | — | 142,075 | |||||||||||||
Interest Expense (Income), Net | 48,165 | (4,852 | ) | 9,547 | 9,452 | — | 62,312 | |||||||||||||
Other (Income) Expense, Net | (1,280 | ) | 1,507 | (20 | ) | 5,110 | — | 5,317 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | (46,990 | ) | 87,234 | 6,681 | 27,521 | — | 74,446 | |||||||||||||
Provision (Benefit) for Income Taxes | — | 23,803 | 2,538 | 5,384 | — | 31,725 | ||||||||||||||
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (88,657 | ) | (24,826 | ) | (1,954 | ) | (4,143 | ) | 119,580 | — | ||||||||||
| | | | | | | | | | | | | | | | | | | | |
Income (Loss) from Continuing Operations | 41,667 | 88,257 | 6,097 | 26,280 | (119,580 | ) | 42,721 | |||||||||||||
(Loss) Income from Discontinued Operations, Net of Tax | — | (625 | ) | — | 13 | — | (612 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | 41,667 | 87,632 | 6,097 | 26,293 | (119,580 | ) | 42,109 | |||||||||||||
Less: Net Income (Loss) Attributable to Noncontrolling Interests | — | — | — | 442 | — | 442 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 41,667 | $ | 87,632 | $ | 6,097 | $ | 25,851 | $ | (119,580 | ) | $ | 41,667 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | $ | 41,667 | $ | 87,632 | $ | 6,097 | $ | 26,293 | $ | (119,580 | ) | $ | 42,109 | |||||||
Other Comprehensive Income (Loss): | ||||||||||||||||||||
Foreign Currency Translation Adjustments | 88 | 741 | (2,618 | ) | 3,577 | — | 1,788 | |||||||||||||
Equity in Other Comprehensive Income (Loss) of | 1,589 | (71 | ) | (1,160 | ) | (2,618 | ) | 2,260 | — | |||||||||||
Subsidiaries | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total Other Comprehensive Income (Loss) | 1,677 | 670 | (3,778 | ) | 959 | 2,260 | 1,788 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) | 43,344 | 88,302 | 2,319 | 27,252 | (117,320 | ) | 43,897 | |||||||||||||
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — | — | — | 553 | — | 553 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 43,344 | $ | 88,302 | $ | 2,319 | $ | 26,699 | $ | (117,320 | ) | $ | 43,344 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Schedule of selected consolidated cash flow statements of Parent, Guarantors, Canada Company and Non-Guarantors | ' | |||||||||||||||||||
Three Months Ended March 31, 2013 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Cash Flows from Operating Activities: | ||||||||||||||||||||
Cash Flows from Operating Activities-Continuing Operations | $ | (47,266 | ) | $ | 118,974 | $ | 2,129 | $ | 31,898 | $ | — | $ | 105,735 | |||||||
Cash Flows from Operating Activities-Discontinued Operations | — | (90 | ) | — | 960 | — | 870 | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Operating Activities | (47,266 | ) | 118,884 | 2,129 | 32,858 | — | 106,605 | |||||||||||||
Cash Flows from Investing Activities: | ||||||||||||||||||||
Capital expenditures | — | (61,795 | ) | (741 | ) | (32,882 | ) | — | (95,418 | ) | ||||||||||
Cash paid for acquisitions, net of cash acquired | — | 74 | — | — | — | 74 | ||||||||||||||
Intercompany loans to subsidiaries | 95,719 | (2,177 | ) | — | — | (93,542 | ) | — | ||||||||||||
Investment in subsidiaries | (3,500 | ) | (3,500 | ) | — | — | 7,000 | — | ||||||||||||
Investment in restricted cash | (1 | ) | — | — | — | — | (1 | ) | ||||||||||||
Additions to customer relationship and acquisition costs | — | (3,055 | ) | (70 | ) | (1,511 | ) | — | (4,636 | ) | ||||||||||
Proceeds from sales of property and equipment and other, net | — | 12 | (3,191 | ) | 2,662 | — | (517 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities-Continuing Operations | 92,218 | (70,441 | ) | (4,002 | ) | (31,731 | ) | (86,542 | ) | (100,498 | ) | |||||||||
Cash Flows from Investing Activities-Discontinued Operations | — | (10 | ) | — | — | — | (10 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities | 92,218 | (70,451 | ) | (4,002 | ) | (31,731 | ) | (86,542 | ) | (100,508 | ) | |||||||||
Cash Flows from Financing Activities: | ||||||||||||||||||||
Repayment of revolving credit and term loan facilities and other debt | — | (349,550 | ) | (15 | ) | (5,802 | ) | — | (355,367 | ) | ||||||||||
Proceeds from revolving credit and term loan facilities and other debt | — | 386,300 | — | 206 | — | 386,506 | ||||||||||||||
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | — | — | — | 194 | — | 194 | ||||||||||||||
Intercompany loans from parent | — | (97,554 | ) | (2,224 | ) | 6,236 | 93,542 | — | ||||||||||||
Equity contribution from parent | — | 3,500 | — | 3,500 | (7,000 | ) | — | |||||||||||||
Parent cash dividends | (51,662 | ) | — | — | — | — | (51,662 | ) | ||||||||||||
Proceeds from exercise of stock options and employee stock purchase plan | 5,005 | — | — | — | — | 5,005 | ||||||||||||||
Excess tax benefits (deficiency) from stock-based compensation | 1,705 | — | — | — | — | 1,705 | ||||||||||||||
Payment of debt financing costs | — | (469 | ) | — | — | — | (469 | ) | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities-Continuing Operations | (44,952 | ) | (57,773 | ) | (2,239 | ) | 4,334 | 86,542 | (14,088 | ) | ||||||||||
Cash Flows from Financing Activities-Discontinued Operations | — | — | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities | (44,952 | ) | (57,773 | ) | (2,239 | ) | 4,334 | 86,542 | (14,088 | ) | ||||||||||
Effect of exchange rates on cash and cash equivalents | — | — | (2,269 | ) | (3,156 | ) | — | (5,425 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
(Decrease) Increase in cash and cash equivalents | — | (9,340 | ) | (6,381 | ) | 2,305 | — | (13,416 | ) | |||||||||||
Cash and cash equivalents, beginning of period | — | 13,472 | 103,346 | 126,597 | — | 243,415 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 4,132 | $ | 96,965 | $ | 128,902 | $ | — | $ | 229,999 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2014 | ||||||||||||||||||||
Parent | Guarantors | Canada | Non- | Eliminations | Consolidated | |||||||||||||||
Company | Guarantors | |||||||||||||||||||
Cash Flows from Operating Activities: | ||||||||||||||||||||
Cash Flows from Operating Activities-Continuing Operations | $ | (68,972 | ) | $ | 79,555 | $ | 10,421 | $ | 34,637 | $ | — | $ | 55,641 | |||||||
Cash Flows from Operating Activities-Discontinued Operations | — | — | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Operating Activities | (68,972 | ) | 79,555 | 10,421 | 34,637 | — | 55,641 | |||||||||||||
Cash Flows from Investing Activities: | ||||||||||||||||||||
Capital expenditures | — | (71,520 | ) | (2,865 | ) | (33,471 | ) | — | (107,856 | ) | ||||||||||
Cash paid for acquisitions, net of cash acquired | — | 916 | — | (31,697 | ) | — | (30,781 | ) | ||||||||||||
Intercompany loans to subsidiaries | 377,202 | 61,895 | — | — | (439,097 | ) | — | |||||||||||||
Investment in subsidiaries | (11,695 | ) | (11,695 | ) | — | — | 23,390 | — | ||||||||||||
Additions to customer relationship and acquisition costs | — | (7,341 | ) | (280 | ) | (537 | ) | — | (8,158 | ) | ||||||||||
Proceeds from sales of property and equipment and other, net | — | 1,441 | 64 | 16,387 | — | 17,892 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities-Continuing Operations | 365,507 | (26,304 | ) | (3,081 | ) | (49,318 | ) | (415,707 | ) | (128,903 | ) | |||||||||
Cash Flows from Investing Activities-Discontinued Operations | — | — | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Investing Activities | 365,507 | (26,304 | ) | (3,081 | ) | (49,318 | ) | (415,707 | ) | (128,903 | ) | |||||||||
Cash Flows from Financing Activities: | ||||||||||||||||||||
Repayment of revolving credit and term loan facilities and other debt | — | (2,171,941 | ) | (252,107 | ) | (30,643 | ) | — | (2,454,691 | ) | ||||||||||
Proceeds from revolving credit and term loan facilities and other debt | — | 2,480,901 | 242,480 | 152,666 | — | 2,876,047 | ||||||||||||||
Early retirement of senior subordinated notes | (247,275 | ) | — | — | — | — | (247,275 | ) | ||||||||||||
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | — | — | — | (2,317 | ) | — | (2,317 | ) | ||||||||||||
Intercompany loans from parent | — | (376,788 | ) | 8,640 | (70,949 | ) | 439,097 | — | ||||||||||||
Equity contribution from parent | — | 11,695 | — | 11,695 | (23,390 | ) | — | |||||||||||||
Parent cash dividends | (52,735 | ) | — | — | — | — | (52,735 | ) | ||||||||||||
Proceeds from exercise of stock options and employee stock purchase plan | 2,417 | — | — | — | — | 2,417 | ||||||||||||||
Excess tax benefits (deficiency) from stock-based compensation | (185 | ) | — | — | — | — | (185 | ) | ||||||||||||
Payment of debt financing costs | — | — | (12 | ) | (410 | ) | — | (422 | ) | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities-Continuing Operations | (297,778 | ) | (56,133 | ) | (999 | ) | 60,042 | 415,707 | 120,839 | |||||||||||
Cash Flows from Financing Activities-Discontinued Operations | — | — | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash Flows from Financing Activities | (297,778 | ) | (56,133 | ) | (999 | ) | 60,042 | 415,707 | 120,839 | |||||||||||
Effect of exchange rates on cash and cash equivalents | — | — | 136 | 1,667 | — | 1,803 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
(Decrease) Increase in cash and cash equivalents | (1,243 | ) | (2,882 | ) | 6,477 | 47,028 | — | 49,380 | ||||||||||||
Cash and cash equivalents, beginning of period | 1,243 | 10,366 | 1,094 | 107,823 | — | 120,526 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents, end of period | $ | — | $ | 7,484 | $ | 7,571 | $ | 154,851 | $ | — | $ | 169,906 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Segment Information | ' | ||||||||||||||||
Schedule of analysis of business segment information and reconciliation | ' | ||||||||||||||||
North American | North American | International | Corporate | Total | |||||||||||||
Records and | Data | Business | and Other | Consolidated | |||||||||||||
Information | Management | ||||||||||||||||
Management | Business | ||||||||||||||||
Business | |||||||||||||||||
Three Months Ended March 31, 2013 | |||||||||||||||||
Total Revenues | $ | 440,015 | $ | 98,827 | $ | 204,553 | $ | 3,636 | $ | 747,031 | |||||||
Depreciation and Amortization | 40,853 | 4,342 | 27,006 | 8,000 | 80,201 | ||||||||||||
Depreciation | 37,559 | 4,137 | 20,432 | 7,967 | 70,095 | ||||||||||||
Amortization | 3,294 | 205 | 6,574 | 33 | 10,106 | ||||||||||||
Adjusted OIBDA | 162,828 | 59,417 | 47,898 | (42,667 | ) | 227,476 | |||||||||||
Total Assets(1) | 3,547,159 | 631,266 | 1,808,829 | 310,926 | 6,298,180 | ||||||||||||
Expenditures for Segment Assets | 39,922 | 4,185 | 33,028 | 22,845 | 99,980 | ||||||||||||
Capital Expenditures | 36,930 | 4,126 | 31,517 | 22,845 | 95,418 | ||||||||||||
Cash Paid (Received) for Acquisitions, Net of Cash Acquired | (74 | ) | — | — | — | (74 | ) | ||||||||||
Additions to Customer Relationship and Acquisition Costs | 3,066 | 59 | 1,511 | — | 4,636 | ||||||||||||
Three Months Ended March 31, 2014 | |||||||||||||||||
Total Revenues | 446,132 | 96,724 | 224,430 | 2,840 | 770,126 | ||||||||||||
Depreciation and Amortization | 45,506 | 5,030 | 28,759 | 7,138 | 86,433 | ||||||||||||
Depreciation | 40,821 | 4,965 | 21,789 | 7,138 | 74,713 | ||||||||||||
Amortization | 4,685 | 65 | 6,970 | — | 11,720 | ||||||||||||
Adjusted OIBDA | 167,409 | 54,268 | 58,763 | (51,916 | ) | 228,524 | |||||||||||
Total Assets(1) | 3,646,819 | 651,858 | 2,126,111 | 281,829 | 6,706,617 | ||||||||||||
Expenditures for Segment Assets | 49,266 | 5,507 | 64,941 | 27,081 | 146,795 | ||||||||||||
Capital Expenditures | 42,561 | 5,507 | 32,707 | 27,081 | 107,856 | ||||||||||||
Cash Paid (Received) for Acquisitions, Net of Cash Acquired | (916 | ) | — | 31,697 | — | 30,781 | |||||||||||
Additions to Customer Relationship and Acquisition Costs | 7,621 | — | 537 | — | 8,158 | ||||||||||||
-1 | |||||||||||||||||
Excludes all intercompany receivables or payables and investment in subsidiary balances. | |||||||||||||||||
Schedule of reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis | ' | ||||||||||||||||
Three Months Ended | |||||||||||||||||
March 31, | |||||||||||||||||
2013 | 2014 | ||||||||||||||||
Adjusted OIBDA | $ | 227,476 | $ | 228,524 | |||||||||||||
Less: Depreciation and Amortization | 80,201 | 86,433 | |||||||||||||||
Gain on Disposal/Write-down of Property, Plant and Equipment, Net | (539 | ) | (8,307 | ) | |||||||||||||
REIT Costs(1) | 24,972 | 8,323 | |||||||||||||||
Interest Expense, Net | 63,182 | 62,312 | |||||||||||||||
Other Expense (Income), Net | 2,739 | 5,317 | |||||||||||||||
| | | | | | | | ||||||||||
Income from Continuing Operations before Provision (Benefit) for Income Taxes | $ | 56,921 | $ | 74,446 | |||||||||||||
| | | | | | | | ||||||||||
| | | | | | | | ||||||||||
-1 | |||||||||||||||||
Includes costs associated with our 2011 proxy contest, the previous work of the former Strategic Review Special Committee of the board of directors and the proposed REIT conversion ("REIT Costs"). | |||||||||||||||||
Stockholders_Equity_Matters_Ta
Stockholders' Equity Matters (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Stockholders' Equity Matters | ' | |||||||||||||
Schedule of dividend declared and payments | ' | |||||||||||||
Declaration | Dividend | Record | Total | Payment | ||||||||||
Date | Per Share | Date | Amount | Date | ||||||||||
March 14, 2013 | $ | 0.27 | March 25, 2013 | $ | 51,460 | April 15, 2013 | ||||||||
June 6, 2013 | 0.27 | June 25, 2013 | 51,597 | July 15, 2013 | ||||||||||
September 11, 2013 | 0.27 | September 25, 2013 | 51,625 | October 15, 2013 | ||||||||||
December 16, 2013 | 0.27 | December 27, 2013 | 51,683 | January 15, 2014 | ||||||||||
March 14, 2014 | 0.27 | March 25, 2014 | 51,812 | April 15, 2014 |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Worldwide Digital Operations | ' | |||||||
Discontinued operation disclosures | ' | |||||||
Summarized results of operations | ' | |||||||
Three Months | ||||||||
Ended | ||||||||
March 31, | ||||||||
2013 | 2014 | |||||||
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations | $ | 88 | $ | (1,000 | ) | |||
Provision (Benefit) for Income Taxes | 7 | (375 | ) | |||||
| | | | | | | | |
Income (Loss) from Discontinued Operations, Net of Tax | $ | 81 | $ | (625 | ) | |||
| | | | | | | | |
| | | | | | | | |
Italian Operations | ' | |||||||
Discontinued operation disclosures | ' | |||||||
Summarized results of operations | ' | |||||||
Three Months | ||||||||
Ended | ||||||||
March 31, | ||||||||
2013 | 2014 | |||||||
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations | $ | 2,712 | $ | 22 | ||||
Provision (Benefit) for Income Taxes | 609 | 9 | ||||||
| | | | | | | | |
Income (Loss) from Discontinued Operations, Net of Tax | $ | 2,103 | $ | 13 | ||||
| | | | | | | | |
| | | | | | | | |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Cash, Cash Equivalents and Restricted Cash | ' | ' | ' |
Restricted cash | $33,860 | ' | $33,860 |
Foreign Currency | ' | ' | ' |
Foreign currency transaction gains (loss) | ($6,438) | ($3,565) | ' |
The 7 1/4% Notes | ' | ' | ' |
Debt | ' | ' | ' |
Stated interest rate (as a percent) | 7.25% | ' | 7.25% |
6 3/4% Notes | ' | ' | ' |
Debt | ' | ' | ' |
Stated interest rate (as a percent) | 6.75% | ' | 6.75% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | |||
In Thousands, unless otherwise specified | Jan. 02, 2014 | Oct. 01, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 02, 2013 |
Goodwill | ' | ' | ' | ' | ' |
Goodwill impairment charge | $0 | $0 | ' | ' | ' |
Reporting unit, percentage that fair value exceeded carrying value | ' | ' | ' | ' | 15.00% |
Carrying Value | ' | ' | 2,466,001 | 2,463,352 | ' |
Gross amount of goodwill | ' | ' | ' | ' | ' |
Balance, beginning of period | 2,783,685 | ' | 2,783,685 | ' | ' |
Non-deductible goodwill acquired during the year | ' | ' | 23,971 | ' | ' |
Fair value and other adjustments | ' | ' | -19,128 | ' | ' |
Currency effects | ' | ' | -2,509 | ' | ' |
Balance, end of period | ' | ' | 2,786,019 | ' | ' |
Accumulated amortization | ' | ' | ' | ' | ' |
Balance, beginning of period | 320,333 | ' | 320,333 | ' | ' |
Currency effects | ' | ' | -315 | ' | ' |
Balance, end of period | ' | ' | 320,018 | ' | ' |
Accumulated Goodwill Impairment Balance | ' | ' | 132,409 | 132,409 | ' |
Total fair value and other adjustments related to deferred income taxes and customer relationships | ' | ' | -18,212 | ' | ' |
Cash received (paid) related to acquisitions made in previous years | ' | ' | 916 | ' | ' |
Indefinite Lived Intangible Assets Excluding Goodwill | ' | ' | ' | ' | ' |
Indefinite lived intangible assets excluding goodwill | ' | ' | 0 | ' | ' |
North American Records and Information Management | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 1,401,347 | ' | ' |
Intellectual Property Management | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 50,439 | ' | ' |
Fulfillment Services | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 8,407 | ' | ' |
North American Business | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | ' | 1,849,440 | ' |
Western Europe | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | ' | 375,954 | ' |
Emerging Businesses | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 0 | ' | ' |
New Western Europe | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 389,752 | ' | ' |
Emerging Markets | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | ' | 88,599 | ' |
New Emerging Markets | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 90,619 | ' | ' |
Latin America | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 92,298 | 93,149 | ' |
Asia Pacific | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | ' | 56,210 | ' |
Emerging Market Joint Ventures | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | ' | 0 | ' |
Australia and Singapore | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 65,853 | ' | ' |
Greater China | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 2,237 | ' | ' |
India | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 0 | ' | ' |
Russia and Ukraine | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 0 | ' | ' |
North American Records and Information Management business | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 1,460,193 | 1,479,551 | ' |
Gross amount of goodwill | ' | ' | ' | ' | ' |
Balance, beginning of period | 1,688,280 | ' | 1,688,280 | ' | ' |
Fair value and other adjustments | ' | ' | -13,213 | ' | ' |
Currency effects | ' | ' | -6,466 | ' | ' |
Balance, end of period | ' | ' | 1,668,601 | ' | ' |
Accumulated amortization | ' | ' | ' | ' | ' |
Balance, beginning of period | 208,729 | ' | 208,729 | ' | ' |
Currency effects | ' | ' | -321 | ' | ' |
Balance, end of period | ' | ' | 208,408 | ' | ' |
Accumulated Goodwill Impairment Balance | ' | ' | 85,909 | 85,909 | ' |
North American Data Management Business | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 365,049 | 369,889 | ' |
Gross amount of goodwill | ' | ' | ' | ' | ' |
Balance, beginning of period | 422,070 | ' | 422,070 | ' | ' |
Fair value and other adjustments | ' | ' | -3,303 | ' | ' |
Currency effects | ' | ' | -1,617 | ' | ' |
Balance, end of period | ' | ' | 417,150 | ' | ' |
Accumulated amortization | ' | ' | ' | ' | ' |
Balance, beginning of period | 52,181 | ' | 52,181 | ' | ' |
Currency effects | ' | ' | -80 | ' | ' |
Balance, end of period | ' | ' | 52,101 | ' | ' |
International Business | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying Value | ' | ' | 640,759 | 613,912 | ' |
Gross amount of goodwill | ' | ' | ' | ' | ' |
Balance, beginning of period | 673,335 | ' | 673,335 | ' | ' |
Non-deductible goodwill acquired during the year | ' | ' | 23,971 | ' | ' |
Fair value and other adjustments | ' | ' | -2,612 | ' | ' |
Currency effects | ' | ' | 5,574 | ' | ' |
Balance, end of period | ' | ' | 700,268 | ' | ' |
Accumulated amortization | ' | ' | ' | ' | ' |
Balance, beginning of period | 59,423 | ' | 59,423 | ' | ' |
Currency effects | ' | ' | 86 | ' | ' |
Balance, end of period | ' | ' | 59,509 | ' | ' |
Accumulated Goodwill Impairment Balance | ' | ' | $46,500 | $46,500 | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Amortizable intangible assets | ' | ' |
Gross carrying amount | $974,503 | ' |
Accumulated amortization | -308,496 | ' |
Net carrying amount | 666,007 | ' |
Amortization expense associated with amortizable intangible assets (including deferred financing costs) | 13,626 | 12,016 |
Customer Relationships and Acquisition Costs | ' | ' |
Amortizable intangible assets | ' | ' |
Gross carrying amount | 907,801 | ' |
Accumulated amortization | -288,191 | ' |
Net carrying amount | 619,610 | ' |
Core Technology | ' | ' |
Amortizable intangible assets | ' | ' |
Gross carrying amount | 3,828 | ' |
Accumulated amortization | -3,591 | ' |
Net carrying amount | 237 | ' |
Trademarks and Non-Compete Agreements | ' | ' |
Amortizable intangible assets | ' | ' |
Gross carrying amount | 6,342 | ' |
Accumulated amortization | -4,121 | ' |
Net carrying amount | 2,221 | ' |
Deferred Financing Costs | ' | ' |
Amortizable intangible assets | ' | ' |
Gross carrying amount | 56,532 | ' |
Accumulated amortization | -12,593 | ' |
Net carrying amount | $43,939 | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Stock-based compensation expense | ' | ' |
Stock-based compensation | $7,141 | $5,710 |
Stock-based compensation expense (income), net of tax | 5,134 | 4,887 |
Stock-based compensation expense per basic and diluted share (in dollars per share) | $0.03 | $0.03 |
Excess tax benefits (deficiency) from stock-based compensation | -185 | 1,705 |
Continuing Operations | ' | ' |
Stock-based compensation expense | ' | ' |
Stock-based compensation | 7,141 | 5,710 |
Continuing Operations | Cost of sales (excluding depreciation and amortization) | ' | ' |
Stock-based compensation expense | ' | ' |
Stock-based compensation | 190 | 70 |
Continuing Operations | Selling, general and administrative expenses | ' | ' |
Stock-based compensation expense | ' | ' |
Stock-based compensation | $6,951 | $5,640 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
item | |||
Share-Based Compensation, aggregate disclosures | ' | ' | ' |
Employee stock-based awards, unrecognized compensation costs on nonvested awards | 55,903 | ' | ' |
Employee stock-based awards, unrecognized compensation costs on nonvested awards, weighted average period of recognition | '2 years 2 months 12 days | ' | ' |
Stock Options | ' | ' | ' |
Employee stock-based awards | ' | ' | ' |
Award vesting period | '3 years | ' | ' |
Certain options as a percentage of total outstanding options | 28.30% | ' | ' |
Weighted average fair value of options granted (in dollars per share) | 5.6 | 7.69 | ' |
Weighted average assumptions used for grants | ' | ' | ' |
Expected volatility (as a percent) | 33.90% | 33.80% | ' |
Risk-free interest rate (as a percent) | 2.06% | 1.13% | ' |
Expected dividend yield (as a percent) | 4.00% | 3.00% | ' |
Expected life of the option | '6 years 9 months 18 days | '6 years 3 months 18 days | ' |
Summary of option activity | ' | ' | ' |
Options outstanding balance, beginning of period (in shares) | 5,145,739 | ' | ' |
Options granted (in shares) | 525,268 | ' | ' |
Options exercised (in shares) | -136,656 | ' | ' |
Options forfeited (in shares) | -80,463 | ' | ' |
Options expired (in shares) | -59 | ' | ' |
Options outstanding balance, end of period (in shares) | 5,453,829 | ' | ' |
Options exercisable balance (in shares) | 4,043,021 | ' | ' |
Options expected to vest (in shares) | 1,297,099 | ' | ' |
Weighted Average Exercise Price | ' | ' | ' |
Weighted average exercise price, options outstanding balance beginning of period (in dollars per share) | 24.09 | ' | ' |
Weighted average exercise price, options granted (in dollars per share) | 30.7 | ' | ' |
Weighted average exercise price, options exercised (in dollars per share) | 20.63 | ' | ' |
Weighted average exercise price, options forfeited (in dollars per share) | 23.24 | ' | ' |
Weighted average exercise price, options expired (in dollars per share) | 25.31 | ' | ' |
Weighted average exercise price, options outstanding balance end of period (in dollars per share) | 24.79 | ' | ' |
Weighted average exercise price, options exercisable (in dollars per share) | 23.99 | ' | ' |
Weighted average exercise price, options expected to vest (in dollars per share) | 27.06 | ' | ' |
Weighted average remaining contractual term | ' | ' | ' |
Weighted average remaining contractual term, options outstanding | '5 years 18 days | ' | ' |
Weighted average remaining contractual term, options exercisable | '4 years 1 month 24 days | ' | ' |
Weighted average remaining contractual term, options expected to vest | '7 years 8 months 8 days | ' | ' |
Aggregate intrinsic value | ' | ' | ' |
Aggregate intrinsic value, options outstanding | 19,635 | ' | ' |
Aggregate intrinsic value, options exercisable | 16,411 | ' | ' |
Aggregate intrinsic value, options expected to vest | 3,088 | ' | ' |
Aggregate intrinsic value of stock options exercised | ' | ' | ' |
Aggregate intrinsic value of stock options exercised | 977 | 5,446 | ' |
Stock Options | Non-Employee Directors | ' | ' | ' |
Employee stock-based awards | ' | ' | ' |
Award vesting period | '1 year | ' | ' |
Majority of stock options | ' | ' | ' |
Employee stock-based awards | ' | ' | ' |
Award vesting period | '5 years | ' | ' |
Contractual term of awards | '10 years | ' | ' |
Certain options | ' | ' | ' |
Employee stock-based awards | ' | ' | ' |
Award vesting period | '10 years | ' | ' |
Contractual term of awards | '12 years | ' | ' |
Certain options as a percentage of total outstanding options | 7.10% | ' | ' |
Employee Stock Purchase Plan | ' | ' | ' |
Employee Stock Purchase Plan | ' | ' | ' |
Employee stock purchase plan, number of offering periods | 2 | ' | ' |
Employee stock purchase plan, duration of offering periods | '0 months | '0 months | '6 months |
Employee stock purchase plan, maximum employee subscription rate percent | 15.00% | ' | ' |
Percentage of market price for the purchase of shares | 95.00% | ' | ' |
Employee stock purchase plan, shares issued in period | 0 | 0 | ' |
Employee Stock Purchase Plan | November 29, 2013 | ' | ' | ' |
Employee stock-based awards | ' | ' | ' |
Remaining number of shares available for grant | 1,000,000 | ' | ' |
Restricted Stock and Restricted Stock Units | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ' | ' | ' |
Non-vested at the beginning of the period (in shares) | 1,435,230 | ' | ' |
Granted (in shares) | 598,423 | ' | ' |
Vested (in shares) | -438,353 | ' | ' |
Forfeited (in shares) | -65,298 | ' | ' |
Non-vested at the end of the period (in shares) | 1,530,002 | ' | ' |
Weighted average grant date fair value | ' | ' | ' |
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share) | 29.76 | ' | ' |
Weighted average grant date fair value, granted (in dollars per share) | 27.32 | ' | ' |
Weighted average grant date fair value, vested (in dollars per share) | 31.6 | ' | ' |
Weighted average grant date fair value, forfeited (in dollars per share) | 32.31 | ' | ' |
Weighted average grant date fair value, non-vested, end of period (in dollars per share) | 28.17 | ' | ' |
Restricted Stock and Restricted Stock Units | Minimum | ' | ' | ' |
Employee stock-based awards | ' | ' | ' |
Award vesting period | '3 years | ' | ' |
Restricted Stock and Restricted Stock Units | Maximum | ' | ' | ' |
Employee stock-based awards | ' | ' | ' |
Award vesting period | '5 years | ' | ' |
Performance units | ' | ' | ' |
Dividends accrued | ' | ' | ' |
Accrued cash dividends | 150 | 573 | ' |
Cash dividends paid | 221 | 0 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ' | ' | ' |
Non-vested at the beginning of the period (in shares) | 310,816 | ' | ' |
Granted (in shares) | 120,785 | ' | ' |
Vested (in shares) | -148,620 | ' | ' |
Forfeited (in shares) | -3,384 | ' | ' |
Non-vested at the end of the period (in shares) | 279,597 | ' | ' |
Weighted average grant date fair value | ' | ' | ' |
Weighted average grant date fair value, non-vested, beginning of period (in dollars per share) | 33.18 | ' | ' |
Weighted average grant date fair value, granted (in dollars per share) | 22.84 | ' | ' |
Weighted average grant date fair value, vested (in dollars per share) | 27.12 | ' | ' |
Weighted average grant date fair value, forfeited (in dollars per share) | 34.27 | ' | ' |
Weighted average grant date fair value, non-vested, end of period (in dollars per share) | 31.92 | ' | ' |
Total fair value of shares or units vested | 4,030 | 908 | ' |
Performance units disclosure | ' | ' | ' |
Period of anniversary from the date of grant | '1 year | ' | ' |
Qualifying age for grant of performance units | '55 years | ' | ' |
Qualifying service period | '10 years | ' | ' |
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 prior to 2014 | ' | ' | ' |
Performance units disclosure | ' | ' | ' |
Performance period | '1 year | ' | ' |
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 prior to 2014 | ' | ' | ' |
Performance units disclosure | ' | ' | ' |
Percentage payout rate | 0.00% | ' | ' |
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 prior to 2014 | ' | ' | ' |
Performance units disclosure | ' | ' | ' |
Percentage payout rate | 150.00% | ' | ' |
Performance units | Maximum | Revenue or revenue growth and return on invested capital | PUs granted in 2014 | ' | ' | ' |
Employee stock-based awards | ' | ' | ' |
Award vesting period | ' | '3 years | ' |
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) | 334,548 | ' | ' |
Granted (in shares) | 173,260 | ' | ' |
Vested (in shares) | -136,801 | ' | ' |
Forfeited (in shares) | -3,384 | ' | ' |
Non-vested at the end of the period (in shares) | 367,623 | ' | ' |
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) | -23,732 | ' | ' |
Granted (in shares) | -52,475 | ' | ' |
Vested (in shares) | -11,819 | ' | ' |
Non-vested at the end of the period (in shares) | -88,026 | ' | ' |
Restricted Stock Units | ' | ' | ' |
Dividends accrued | ' | ' | ' |
Accrued cash dividends | 434 | 1,790 | ' |
Cash dividends paid | 831 | 366 | ' |
Weighted average grant date fair value | ' | ' | ' |
Total fair value of shares or units vested | 13,844 | 8,607 | ' |
Restricted Stock Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options | ' | ' | ' |
Vested (in shares) | 0 | 0 | ' |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) (USD $) | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
item | item | ||
Income (Loss) Per Share-Basic and Diluted | ' | ' | ' |
Income (Loss) from Continuing Operations | $42,721 | $18,350 | ' |
Total income (loss) from discontinued operations (see Note 10) | -612 | 2,184 | ' |
Net income (loss) attributable to Iron Mountain Incorporated | 41,667 | 19,386 | ' |
Weighted-average shares-basic | 191,879,000 | 190,213,000 | ' |
Effect of dilutive potential stock options (in shares) | 682,801 | 1,395,106 | ' |
Effect of dilutive potential restricted stock, RSUs and PUs (in shares) | 507,219 | 501,974 | ' |
Weighted-average shares-diluted | 193,069,000 | 192,110,000 | ' |
Earnings (Losses) per share-basic: | ' | ' | ' |
Income (Loss) from continuing operations (in dollars per share) | $0.22 | $0.10 | ' |
Total income (loss) income discontinued operations (see Note 10) (in dollars per share) | $0 | $0.01 | ' |
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | $0.22 | $0.10 | ' |
Earnings (Losses) per share-diluted: | ' | ' | ' |
Income (Loss) from continuing operations (in dollars per share) | $0.22 | $0.10 | ' |
Total income (loss) from discontinued operations (see Note 10) (in dollars per share) | $0 | $0.01 | ' |
Net Income (Loss) Attributable to Iron Mountain Incorporated (in dollars per share) | $0.22 | $0.10 | ' |
Antidilutive stock options, RSUs and PUs, excluded from the calculation (in shares) | 1,380,962 | 260,298 | ' |
Allowance for Doubtful Accounts and Credit Memo Reserves | ' | ' | ' |
The general period to charge-off uncollectible balances of receivable, as circumstances warrant, is no later than this period of time past due | '1 year | ' | ' |
Income Taxes: | ' | ' | ' |
Effective tax rates (as a percent) | 42.60% | 67.80% | ' |
Federal statutory tax rate (as a percent) | 35.00% | 35.00% | ' |
Effective tax rate increase (decrease) (as a percent) | 1.30% | ' | ' |
FX impact on increase (decrease) in effective income tax rate (as a percent) | 1.10% | 22.50% | ' |
Undistributed book earnings of foreign subsidiaries | 51,954 | ' | ' |
Discrete tax benefit attributable to the exception of certain foreign earnings from U.S. federal taxation | ' | 4,025 | ' |
Income tax period for amount after calculating cumulative effect of the changes on prior years, expected to be included in the determination of taxable income beginning in 2013 | '4 years | ' | ' |
Increase in gross interest and penalties recorded | 966 | 545 | ' |
Accrued interest and penalties recorded | 5,598 | ' | 4,874 |
Concentrations of Credit Risk | ' | ' | ' |
Number of global banks with cash, cash equivalent and restricted cash held on deposit | 2 | ' | 1 |
Number of "Triple A" rated money market funds with cash, cash equivalent and restricted cash held on deposit | 2 | ' | 1 |
Maximum investment limit in any one mutual fund | 50,000 | ' | ' |
Maximum investment limit in any one financial institution | 75,000 | ' | ' |
Cash, cash equivalent and restricted cash | 203,766 | ' | 154,386 |
Money market funds and time deposits | $59,157 | ' | $36,613 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Details 7) (Fair value measured on recurring basis, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total Carrying Value | ' | ' |
Assets and liabilities carried at fair value measured on a recurring basis | ' | ' |
Money market funds | $37,018 | $33,860 |
Time deposits | 22,139 | 2,753 |
Trading securities | 13,515 | 13,386 |
Derivative assets | 577 | 72 |
Derivative liabilities | 1,822 | 5,592 |
Quoted prices in active markets (Level 1) | ' | ' |
Assets and liabilities carried at fair value measured on a recurring basis | ' | ' |
Trading securities | 12,971 | 12,785 |
Significant other observable inputs (Level 2) | ' | ' |
Assets and liabilities carried at fair value measured on a recurring basis | ' | ' |
Money market funds | 37,018 | 33,860 |
Time deposits | 22,139 | 2,753 |
Trading securities | 544 | 601 |
Derivative assets | 577 | 72 |
Derivative liabilities | $1,822 | $5,592 |
Recovered_Sheet1
Summary of Significant Accounting Policies (Details 8) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Accumulated other comprehensive items, net | ' | ' | ' |
Accumulated other comprehensive items, net | ($6,983) | ' | ($8,660) |
Other Expense (Income), Net: | ' | ' | ' |
Foreign currency transaction losses (gains), net | 6,438 | 3,565 | ' |
Other, net | -1,121 | -826 | ' |
Total other expense (income), net | 5,317 | 2,739 | ' |
Foreign currency translation adjustments | ' | ' | ' |
Accumulated other comprehensive items, net | ' | ' | ' |
Accumulated other comprehensive items, net | -7,909 | ' | -9,586 |
Market value adjustments for securities, net of tax | ' | ' | ' |
Accumulated other comprehensive items, net | ' | ' | ' |
Accumulated other comprehensive items, net | $926 | ' | $926 |
Recovered_Sheet2
Summary of Significant Accounting Policies (Details 9) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Property, plant and equipment and long-lived assets | ' | ' |
Capitalization of internal use computer software | $4,897 | $9,228 |
Gain (loss) on disposal/write-down of property, plant and equipment | 8,307 | 539 |
United Kingdom | ' | ' |
Property, plant and equipment and long-lived assets | ' | ' |
Gain (loss) on disposal/write-down of property, plant and equipment | $9,262 | ' |
Number of buildings sold | 2 | ' |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities (Details) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | item | item | Foreign exchange contracts | Foreign exchange contracts | Forward contracts | Forward contracts | Forward contracts | Forward contracts | Forward contracts | Forward contracts |
USD ($) | USD ($) | Purchases | Purchases | Purchases | Sales | Sales | Sales | |||
U.S. dollars: British pounds sterling | U.S. dollars: Australian dollars | Euros : U.S. dollars | U.S. dollars: British pounds sterling | U.S. dollars: Australian dollars | Euros : U.S. dollars | |||||
USD ($) | USD ($) | EUR (€) | GBP (£) | AUD | USD ($) | |||||
Derivative Instruments and Hedging Activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Targeted percentage of debt portfolio to be fixed with interest rates | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of derivative instrument with contingent features of credit risk | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of derivatives | ' | ' | ' | ' | $302,009 | $61,707 | € 167,000 | £ 182,500 | 67,000 | $229,578 |
Net cash receipts from foreign currency forward contracts | ' | ' | ' | 5,799 | ' | ' | ' | ' | ' | ' |
Net cash payments from foreign currency forward contracts | ' | ' | $7,199 | ' | ' | ' | ' | ' | ' | ' |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities (Details 2) (Derivatives Not Designated as Hedging Instruments, USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair value of derivative instruments | ' | ' |
Asset Derivatives | $577 | $72 |
Liability Derivatives | 1,822 | 5,592 |
Foreign exchange contracts | Prepaid expenses and other | ' | ' |
Fair value of derivative instruments | ' | ' |
Asset Derivatives | 577 | 72 |
Foreign exchange contracts | Accrued expenses | ' | ' |
Fair value of derivative instruments | ' | ' |
Liability Derivatives | $1,822 | $5,592 |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging Activities (Details 3) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | 6 3/4% Notes | 6 3/4% Notes | Designated Hedging Instruments | Designated Hedging Instruments | Designated Hedging Instruments | Designated Hedging Instruments | Derivatives Not Designated as Hedging Instruments | Derivatives Not Designated as Hedging Instruments | Derivatives Not Designated as Hedging Instruments | Derivatives Not Designated as Hedging Instruments |
6 3/4% Notes | 6 3/4% Notes | 6 3/4% Notes | 6 3/4% Notes | USD ($) | USD ($) | Foreign exchange contracts | Foreign exchange contracts | |||
Net investment | Net investment | Net investment | Net investment | Other (income) expense, net | Other (income) expense, net | |||||
USD ($) | USD ($) | EUR (€) | EUR (€) | USD ($) | USD ($) | |||||
Gains and losses on derivative instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total (gain) loss recognized in income on derivatives | ' | ' | ' | ' | ' | ' | $2,922 | ($11,150) | $2,922 | ($11,150) |
Net investment hedge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate (as a percent) | 6.75% | 6.75% | ' | ' | ' | ' | ' | ' | ' | ' |
Average notional amount of derivatives | ' | ' | ' | ' | 64,208 | 105,667 | ' | ' | ' | ' |
Foreign exchange gains (losses) | ' | ' | 145 | 4,123 | ' | ' | ' | ' | ' | ' |
Foreign exchange gains (losses), net of tax | ' | ' | 88 | 2,513 | ' | ' | ' | ' | ' | ' |
Cumulative net investment hedge gains (losses) recorded in accumulated other comprehensive items, net | ' | ' | $7,572 | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Details
Acquisitions (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2014 | Feb. 28, 2014 | Mar. 31, 2014 |
Tape Management Services Pty Ltd | RM Arsiv Yonetim Hizmetleri Ticaret Anonim Sirketi | RM Arsiv Yonetim Hizmetleri Ticaret Anonim Sirketi | |
Business Acquisition | ' | ' | ' |
Purchase price | $15,300 | $20,900 | ' |
Cash paid | ' | ' | $16,750 |
Acquisitions_Details_2
Acquisitions (Details 2) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Business Acquisition | ||
Consideration paid for acquisitions | ' | ' | ' |
Cash Paid (gross of cash acquired) | ' | ' | $32,081 |
Total Consideration | ' | ' | 32,081 |
Fair Value of Identifiable Assets Acquired: | ' | ' | ' |
Cash, Accounts Receivable, Prepaid Expenses, Deferred Income Taxes and Other | ' | ' | 3,177 |
Property, Plant and Equipment | ' | ' | 5,317 |
Customer Relationship Assets | ' | ' | 14,376 |
Other Assets | ' | ' | 34 |
Liabilities Assumed and Deferred Income Taxes | ' | ' | -14,794 |
Total Fair Value of Identifiable Net Assets Acquired | ' | ' | 8,110 |
Goodwill Initially Recorded | 2,466,001 | 2,463,352 | 23,971 |
Net cash acquired | ' | ' | -1,595 |
Contingent and other payments related to acquisitions made in previous years | ' | ' | $295 |
Acquisitions_Details_3
Acquisitions (Details 3) (Customer relationship assets) | 3 Months Ended |
Mar. 31, 2014 | |
Customer relationship assets | ' |
Acquired Finite-Lived Intangible Assets | ' |
Weighted average life of customer relationship assets associated with acquisitions | '10 years |
Debt_Details
Debt (Details) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 07, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Aug. 07, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | USD ($) | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | The 7 1/4% Notes | The 7 1/4% Notes | The 7 1/4% Notes | The 7 1/4% Notes | 6 3/4% Notes | 6 3/4% Notes | The 7 3/4% Notes | The 7 3/4% Notes | The 8 3/8% Notes | The 8 3/8% Notes | Senior Subsidiary Notes | Senior Subsidiary Notes | 6% Notes | 6% Notes | The 5 3/4% Notes | The 5 3/4% Notes | Real Estate Mortgages, Capital Leases and Other | Real Estate Mortgages, Capital Leases and Other |
USD ($) | CAD | Minimum | Minimum | Maximum | Maximum | USD ($) | USD ($) | USD ($) | USD ($) | USD | EUR | CAD | GBP | AUD | Minimum | Maximum | USD ($) | GBP (£) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||
Canada Company | USD ($) | EUR (€) | GBP (£) | ||||||||||||||||||||||||||||||||||||
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Long-term Debt | $4,343,689 | $4,171,722 | ' | ' | ' | ' | ' | ' | ' | ' | $1,108,537 | ' | $675,717 | ' | $603,020 | € 104,715 | 92,900 | £ 158,200 | 14,900 | ' | ' | ' | ' | ' | $247,808 | $349,854 | $350,272 | $400,000 | $400,000 | $411,550 | $411,518 | $181,020 | $187,960 | $600,000 | $600,000 | $1,000,000 | $1,000,000 | $292,728 | $298,447 |
Less Current Portion | -55,084 | -52,583 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Net of Current Portion | 4,288,605 | 4,119,139 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,108,537 | ' | 675,717 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 248,117 | 355,460 | 355,071 | 440,750 | 446,000 | 437,767 | 444,470 | 185,998 | 187,960 | 633,000 | 614,820 | 978,100 | 930,000 | 292,728 | 298,447 |
Stated interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.25% | 7.25% | 6.75% | 6.75% | 7.75% | 7.75% | 8.38% | 8.38% | 6.13% | 6.13% | 6.00% | 6.00% | 5.75% | 5.75% | ' | ' |
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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Optional expanded maximum borrowing capacity | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.30% | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,945 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 386,518 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.40% | 4.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fees and letters of credit fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 658 | 610 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $247,000 | £ 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt covenants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net total lease adjusted leverage ratio | ' | ' | 5.1 | 5 | ' | ' | ' | ' | 6.5 | 6.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net secured debt lease adjusted leverage ratio | ' | ' | 2.5 | 2.2 | ' | ' | ' | ' | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bond leverage ratio, per indentures | ' | ' | 5.1 | 5.1 | ' | ' | ' | ' | 6.5 | 6.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | ' | ' | 2.5 | 2.5 | ' | ' | 1.5 | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selected_Consolidated_Financia2
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | item | ||||
Consolidating financial statements | ' | ' | ' | ' | ' |
Percentage of subsidiaries owned | 100.00% | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' | ' |
Cash and Cash Equivalents | $169,906 | $120,526 | ' | $229,999 | $243,415 |
Restricted Cash | 33,860 | 33,860 | ' | ' | ' |
Accounts Receivable | 626,116 | 616,797 | ' | ' | ' |
Other Current Assets | 157,747 | 162,424 | ' | ' | ' |
Total Current Assets | 987,629 | 933,607 | ' | ' | ' |
Property, Plant and Equipment, Net | 2,561,786 | 2,578,260 | ' | ' | ' |
Other Assets, Net: | ' | ' | ' | ' | ' |
Goodwill | 2,466,001 | 2,463,352 | ' | ' | ' |
Other | 691,201 | 677,786 | ' | ' | ' |
Total Other Assets, Net | 3,157,202 | 3,141,138 | ' | ' | ' |
Total Assets | 6,706,617 | 6,653,005 | ' | 6,298,180 | ' |
Liabilities and Equity | ' | ' | ' | ' | ' |
Current Portion of Long-term Debt | 55,084 | 52,583 | ' | ' | ' |
Total Other Current Liabilities | 812,766 | 906,518 | ' | ' | ' |
Long-term Debt, Net of Current Portion | 4,288,605 | 4,119,139 | ' | ' | ' |
Other Long-term Liabilities | 498,991 | 516,931 | ' | ' | ' |
Commitments and Contingencies (see Note 8) | ' | ' | ' | ' | ' |
Total Iron Mountain Incorporated Stockholders' Equity | 1,042,818 | 1,047,338 | ' | ' | ' |
Noncontrolling Interests | 8,353 | 10,496 | ' | ' | ' |
Total Equity | 1,051,171 | 1,057,834 | ' | 1,128,077 | 1,162,448 |
Total Liabilities and Equity | 6,706,617 | 6,653,005 | ' | ' | ' |
Eliminations | ' | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' | ' |
Intercompany Receivable | -391,241 | -763,108 | ' | ' | ' |
Other Current Assets | -30 | -30 | ' | ' | ' |
Total Current Assets | -391,271 | -763,138 | ' | ' | ' |
Other Assets, Net: | ' | ' | ' | ' | ' |
Long-term Notes Receivable from Affiliates and Intercompany Receivable | -1,835,899 | -1,779,242 | ' | ' | ' |
Investment in Subsidiaries | -3,060,155 | -2,986,258 | ' | ' | ' |
Other | -114 | -114 | ' | ' | ' |
Total Other Assets, Net | -4,896,168 | -4,765,614 | ' | ' | ' |
Total Assets | -5,287,439 | -5,528,752 | ' | ' | ' |
Liabilities and Equity | ' | ' | ' | ' | ' |
Intercompany Payable | -391,241 | -763,108 | ' | ' | ' |
Current Portion of Long-term Debt | -30 | -30 | ' | ' | ' |
Long-term Notes Payable to Affiliates and Intercompany Payable | -1,835,899 | -1,779,242 | ' | ' | ' |
Other Long-term Liabilities | -114 | -114 | ' | ' | ' |
Total Iron Mountain Incorporated Stockholders' Equity | -3,060,155 | -2,986,258 | ' | ' | ' |
Total Equity | -3,060,155 | -2,986,258 | ' | ' | ' |
Total Liabilities and Equity | -5,287,439 | -5,528,752 | ' | ' | ' |
Parent | Reportable legal entities | ' | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' | ' |
Cash and Cash Equivalents | ' | 1,243 | ' | ' | ' |
Restricted Cash | 33,860 | 33,860 | ' | ' | ' |
Intercompany Receivable | 391,241 | 761,501 | ' | ' | ' |
Other Current Assets | 625 | 1,120 | ' | ' | ' |
Total Current Assets | 425,726 | 797,724 | ' | ' | ' |
Property, Plant and Equipment, Net | 974 | 1,019 | ' | ' | ' |
Other Assets, Net: | ' | ' | ' | ' | ' |
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 1,832,317 | 1,775,570 | ' | ' | ' |
Investment in Subsidiaries | 1,607,312 | 1,570,505 | ' | ' | ' |
Other | 37,519 | 38,862 | ' | ' | ' |
Total Other Assets, Net | 3,477,148 | 3,384,937 | ' | ' | ' |
Total Assets | 3,903,848 | 4,183,680 | ' | ' | ' |
Liabilities and Equity | ' | ' | ' | ' | ' |
Total Other Current Liabilities | 98,517 | 125,705 | ' | ' | ' |
Long-term Debt, Net of Current Portion | 2,761,404 | 3,009,597 | ' | ' | ' |
Long-term Notes Payable to Affiliates and Intercompany Payable | 1,012 | 1,000 | ' | ' | ' |
Other Long-term Liabilities | 97 | 40 | ' | ' | ' |
Total Iron Mountain Incorporated Stockholders' Equity | 1,042,818 | 1,047,338 | ' | ' | ' |
Total Equity | 1,042,818 | 1,047,338 | ' | ' | ' |
Total Liabilities and Equity | 3,903,848 | 4,183,680 | ' | ' | ' |
Guarantors | Reportable legal entities | ' | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' | ' |
Cash and Cash Equivalents | 7,484 | 10,366 | ' | 4,132 | 13,472 |
Accounts Receivable | 367,056 | 358,118 | ' | ' | ' |
Other Current Assets | 100,803 | 98,717 | ' | ' | ' |
Total Current Assets | 475,343 | 467,201 | ' | ' | ' |
Property, Plant and Equipment, Net | 1,555,366 | 1,569,248 | ' | ' | ' |
Other Assets, Net: | ' | ' | ' | ' | ' |
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 1,012 | 1,000 | ' | ' | ' |
Investment in Subsidiaries | 1,348,607 | 1,313,835 | ' | ' | ' |
Goodwill | 1,622,018 | 1,638,534 | ' | ' | ' |
Other | 376,992 | 376,939 | ' | ' | ' |
Total Other Assets, Net | 3,348,629 | 3,330,308 | ' | ' | ' |
Total Assets | 5,379,338 | 5,366,757 | ' | ' | ' |
Liabilities and Equity | ' | ' | ' | ' | ' |
Intercompany Payable | 264,578 | 581,029 | ' | ' | ' |
Current Portion of Long-term Debt | 28,982 | 30,236 | ' | ' | ' |
Total Other Current Liabilities | 472,853 | 530,169 | ' | ' | ' |
Long-term Debt, Net of Current Portion | 820,101 | 508,382 | ' | ' | ' |
Long-term Notes Payable to Affiliates and Intercompany Payable | 1,832,172 | 1,772,144 | ' | ' | ' |
Other Long-term Liabilities | 373,628 | 392,545 | ' | ' | ' |
Total Iron Mountain Incorporated Stockholders' Equity | 1,587,024 | 1,552,252 | ' | ' | ' |
Total Equity | 1,587,024 | 1,552,252 | ' | ' | ' |
Total Liabilities and Equity | 5,379,338 | 5,366,757 | ' | ' | ' |
Canada Company | Reportable legal entities | ' | ' | ' | ' | ' |
Consolidating financial statements | ' | ' | ' | ' | ' |
Number of wholly owned entities into which assets and liabilities were contributed | ' | ' | 2 | ' | ' |
Current Assets: | ' | ' | ' | ' | ' |
Cash and Cash Equivalents | 7,571 | 1,094 | ' | 96,965 | 103,346 |
Accounts Receivable | 35,609 | 38,928 | ' | ' | ' |
Intercompany Receivable | ' | 1,607 | ' | ' | ' |
Other Current Assets | 3,420 | 5,995 | ' | ' | ' |
Total Current Assets | 46,600 | 47,624 | ' | ' | ' |
Property, Plant and Equipment, Net | 164,181 | 172,246 | ' | ' | ' |
Other Assets, Net: | ' | ' | ' | ' | ' |
Long-term Notes Receivable from Affiliates and Intercompany Receivable | 2,570 | 2,672 | ' | ' | ' |
Investment in Subsidiaries | 31,924 | 31,130 | ' | ' | ' |
Goodwill | 180,345 | 187,259 | ' | ' | ' |
Other | 10,663 | 11,257 | ' | ' | ' |
Total Other Assets, Net | 225,502 | 232,318 | ' | ' | ' |
Total Assets | 436,283 | 452,188 | ' | ' | ' |
Liabilities and Equity | ' | ' | ' | ' | ' |
Intercompany Payable | 7,129 | ' | ' | ' | ' |
Total Other Current Liabilities | 24,690 | 29,513 | ' | ' | ' |
Long-term Debt, Net of Current Portion | 268,936 | 289,105 | ' | ' | ' |
Other Long-term Liabilities | 31,292 | 31,652 | ' | ' | ' |
Total Iron Mountain Incorporated Stockholders' Equity | 104,236 | 101,918 | ' | ' | ' |
Total Equity | 104,236 | 101,918 | ' | ' | ' |
Total Liabilities and Equity | 436,283 | 452,188 | ' | ' | ' |
Non-Guarantors | Reportable legal entities | ' | ' | ' | ' | ' |
Current Assets: | ' | ' | ' | ' | ' |
Cash and Cash Equivalents | 154,851 | 107,823 | ' | 128,902 | 126,597 |
Accounts Receivable | 223,451 | 219,751 | ' | ' | ' |
Other Current Assets | 52,929 | 56,622 | ' | ' | ' |
Total Current Assets | 431,231 | 384,196 | ' | ' | ' |
Property, Plant and Equipment, Net | 841,265 | 835,747 | ' | ' | ' |
Other Assets, Net: | ' | ' | ' | ' | ' |
Investment in Subsidiaries | 72,312 | 70,788 | ' | ' | ' |
Goodwill | 663,638 | 637,559 | ' | ' | ' |
Other | 266,141 | 250,842 | ' | ' | ' |
Total Other Assets, Net | 1,002,091 | 959,189 | ' | ' | ' |
Total Assets | 2,274,587 | 2,179,132 | ' | ' | ' |
Liabilities and Equity | ' | ' | ' | ' | ' |
Intercompany Payable | 119,534 | 182,079 | ' | ' | ' |
Current Portion of Long-term Debt | 26,132 | 22,377 | ' | ' | ' |
Total Other Current Liabilities | 216,706 | 221,131 | ' | ' | ' |
Long-term Debt, Net of Current Portion | 438,164 | 312,055 | ' | ' | ' |
Long-term Notes Payable to Affiliates and Intercompany Payable | 2,715 | 6,098 | ' | ' | ' |
Other Long-term Liabilities | 94,088 | 92,808 | ' | ' | ' |
Total Iron Mountain Incorporated Stockholders' Equity | 1,368,895 | 1,332,088 | ' | ' | ' |
Noncontrolling Interests | 8,353 | 10,496 | ' | ' | ' |
Total Equity | 1,377,248 | 1,342,584 | ' | ' | ' |
Total Liabilities and Equity | $2,274,587 | $2,179,132 | ' | ' | ' |
Selected_Consolidated_Financia3
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Storage Rental | $458,889 | $442,469 |
Service | 311,237 | 304,562 |
Total Revenues | 770,126 | 747,031 |
Operating Expenses: | ' | ' |
Cost of Sales (Excluding Depreciation and Amortization) | 335,145 | 321,076 |
Selling, General and Administrative | 214,780 | 223,451 |
Depreciation and Amortization | 86,433 | 80,201 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net | -8,307 | -539 |
Total Operating Expenses | 628,051 | 624,189 |
Operating Income (Loss) | 142,075 | 122,842 |
Interest Expense (Income), Net | 62,312 | 63,182 |
Other (Income) Expense , Net | 5,317 | 2,739 |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | 74,446 | 56,921 |
Provision (Benefit) for Income Taxes | 31,725 | 38,571 |
Income (Loss) from Continuing Operations | 42,721 | 18,350 |
(Loss) Income from Discontinued Operations, Net of Tax | -612 | 2,184 |
Net Income (Loss) | 42,109 | 20,534 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 442 | 1,148 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | 41,667 | 19,386 |
Other Comprehensive Income (Loss): | ' | ' |
Net Income (Loss) | 42,109 | 20,534 |
Foreign Currency Translation Adjustments | 1,788 | -14,947 |
Total Other Comprehensive (Loss) Income | 1,788 | -14,947 |
Comprehensive Income (Loss) | 43,897 | 5,587 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 553 | 1,163 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 43,344 | 4,424 |
Eliminations | ' | ' |
Revenues: | ' | ' |
Intercompany Service | -17,358 | ' |
Total Revenues | -17,358 | ' |
Operating Expenses: | ' | ' |
Intercompany Service Cost of Sales | -17,358 | ' |
Total Operating Expenses | -17,358 | ' |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | 119,580 | 27,846 |
Income (Loss) from Continuing Operations | -119,580 | -27,846 |
Net Income (Loss) | -119,580 | -27,846 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | -119,580 | -27,846 |
Other Comprehensive Income (Loss): | ' | ' |
Net Income (Loss) | -119,580 | -27,846 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 2,260 | 43,256 |
Total Other Comprehensive (Loss) Income | 2,260 | 43,256 |
Comprehensive Income (Loss) | -117,320 | 15,410 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | -117,320 | 15,410 |
Parent | Reportable legal entities | ' | ' |
Operating Expenses: | ' | ' |
Selling, General and Administrative | 28 | 27 |
Depreciation and Amortization | 77 | 81 |
Total Operating Expenses | 105 | 108 |
Operating Income (Loss) | -105 | -108 |
Interest Expense (Income), Net | 48,165 | 51,814 |
Other (Income) Expense , Net | -1,280 | -33,027 |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | -46,990 | -18,895 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | -88,657 | -38,281 |
Income (Loss) from Continuing Operations | 41,667 | 19,386 |
Net Income (Loss) | 41,667 | 19,386 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | 41,667 | 19,386 |
Other Comprehensive Income (Loss): | ' | ' |
Net Income (Loss) | 41,667 | 19,386 |
Foreign Currency Translation Adjustments | 88 | 2,514 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | 1,589 | -17,476 |
Total Other Comprehensive (Loss) Income | 1,677 | -14,962 |
Comprehensive Income (Loss) | 43,344 | 4,424 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 43,344 | 4,424 |
Guarantors | Reportable legal entities | ' | ' |
Revenues: | ' | ' |
Storage Rental | 300,329 | 292,375 |
Service | 186,430 | 186,275 |
Total Revenues | 486,759 | 478,650 |
Operating Expenses: | ' | ' |
Cost of Sales (Excluding Depreciation and Amortization) | 202,920 | 192,613 |
Selling, General and Administrative | 146,578 | 157,807 |
Depreciation and Amortization | 52,640 | 47,873 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net | 732 | -635 |
Total Operating Expenses | 402,870 | 397,658 |
Operating Income (Loss) | 83,889 | 80,992 |
Interest Expense (Income), Net | -4,852 | -6,173 |
Other (Income) Expense , Net | 1,507 | -1,151 |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | 87,234 | 88,316 |
Provision (Benefit) for Income Taxes | 23,803 | 33,905 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | -24,826 | 17,258 |
Income (Loss) from Continuing Operations | 88,257 | 37,153 |
(Loss) Income from Discontinued Operations, Net of Tax | -625 | 81 |
Net Income (Loss) | 87,632 | 37,234 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | 87,632 | 37,234 |
Other Comprehensive Income (Loss): | ' | ' |
Net Income (Loss) | 87,632 | 37,234 |
Foreign Currency Translation Adjustments | 741 | 850 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | -71 | -18,336 |
Total Other Comprehensive (Loss) Income | 670 | -17,486 |
Comprehensive Income (Loss) | 88,302 | 19,748 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 88,302 | 19,748 |
Canada Company | Reportable legal entities | ' | ' |
Revenues: | ' | ' |
Storage Rental | 30,411 | 33,223 |
Service | 16,150 | ' |
Total Revenues | 46,561 | 33,223 |
Operating Expenses: | ' | ' |
Cost of Sales (Excluding Depreciation and Amortization) | 6,242 | 7,290 |
Intercompany Service Cost of Sales | 17,358 | ' |
Selling, General and Administrative | 3,753 | 4,591 |
Depreciation and Amortization | 2,999 | 3,223 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net | 1 | ' |
Total Operating Expenses | 30,353 | 15,104 |
Operating Income (Loss) | 16,208 | 18,119 |
Interest Expense (Income), Net | 9,547 | 9,745 |
Other (Income) Expense , Net | -20 | ' |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | 6,681 | 8,374 |
Provision (Benefit) for Income Taxes | 2,538 | 2,740 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | -1,954 | -1,189 |
Income (Loss) from Continuing Operations | 6,097 | 6,823 |
Net Income (Loss) | 6,097 | 6,823 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | 6,097 | 6,823 |
Other Comprehensive Income (Loss): | ' | ' |
Net Income (Loss) | 6,097 | 6,823 |
Foreign Currency Translation Adjustments | -2,618 | -7,444 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | -1,160 | ' |
Total Other Comprehensive (Loss) Income | -3,778 | -7,444 |
Comprehensive Income (Loss) | 2,319 | -621 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | 2,319 | -621 |
Non-Guarantors | Reportable legal entities | ' | ' |
Revenues: | ' | ' |
Storage Rental | 128,149 | 116,871 |
Service | 108,657 | 118,287 |
Intercompany Service | 17,358 | ' |
Total Revenues | 254,164 | 235,158 |
Operating Expenses: | ' | ' |
Cost of Sales (Excluding Depreciation and Amortization) | 125,983 | 121,173 |
Selling, General and Administrative | 64,421 | 61,026 |
Depreciation and Amortization | 30,717 | 29,024 |
Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment, Net | -9,040 | 96 |
Total Operating Expenses | 212,081 | 211,319 |
Operating Income (Loss) | 42,083 | 23,839 |
Interest Expense (Income), Net | 9,452 | 7,796 |
Other (Income) Expense , Net | 5,110 | 36,917 |
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes | 27,521 | -20,874 |
Provision (Benefit) for Income Taxes | 5,384 | 1,926 |
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | -4,143 | -5,634 |
Income (Loss) from Continuing Operations | 26,280 | -17,166 |
(Loss) Income from Discontinued Operations, Net of Tax | 13 | 2,103 |
Net Income (Loss) | 26,293 | -15,063 |
Less: Net Income (Loss) Attributable to Noncontrolling Interests | 442 | 1,148 |
Net Income (Loss) Attributable to Iron Mountain Incorporated | 25,851 | -16,211 |
Other Comprehensive Income (Loss): | ' | ' |
Net Income (Loss) | 26,293 | -15,063 |
Foreign Currency Translation Adjustments | 3,577 | -10,867 |
Equity in Other Comprehensive Income (Loss) of Subsidiaries | -2,618 | -7,444 |
Total Other Comprehensive (Loss) Income | 959 | -18,311 |
Comprehensive Income (Loss) | 27,252 | -33,374 |
Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 553 | 1,163 |
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $26,699 | ($34,537) |
Selected_Consolidated_Financia4
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors (Details 3) (USD $) | 0 Months Ended | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Jan. 15, 2014 | Oct. 15, 2013 | Jul. 15, 2013 | Apr. 15, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Cash Flows from Operating Activities: | ' | ' | ' | ' | ' | ' |
Cash Flows from Operating Activities-Continuing Operations | ' | ' | ' | ' | $55,641 | $105,735 |
Cash Flows from Operating Activities-Discontinued Operations | ' | ' | ' | ' | ' | 870 |
Cash Flows from Operating Activities | ' | ' | ' | ' | 55,641 | 106,605 |
Cash Flows from Investing Activities: | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | -107,856 | -95,418 |
Cash paid for acquisitions, net of cash acquired | ' | ' | ' | ' | -30,781 | 74 |
Investment in restricted cash | ' | ' | ' | ' | ' | -1 |
Additions to customer relationship and acquisition costs | ' | ' | ' | ' | -8,158 | -4,636 |
Proceeds from sales of property and equipment and other, net | ' | ' | ' | ' | 17,892 | -517 |
Cash Flows from Investing Activities-Continuing Operations | ' | ' | ' | ' | -128,903 | -100,498 |
Cash Flows from Investing Activities-Discontinued Operations | ' | ' | ' | ' | ' | -10 |
Cash Flows from Investing Activities | ' | ' | ' | ' | -128,903 | -100,508 |
Cash Flows from Financing Activities: | ' | ' | ' | ' | ' | ' |
Repayment of revolving credit and term loan facilities and other debt | ' | ' | ' | ' | -2,454,691 | -355,367 |
Proceeds from revolving credit and term loan facilities and other debt | ' | ' | ' | ' | 2,876,047 | 386,506 |
Early retirement of senior subordinated notes | ' | ' | ' | ' | -247,275 | ' |
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | ' | ' | ' | ' | -2,317 | 194 |
Parent cash dividends | -51,683 | -51,625 | -51,597 | -51,460 | -52,735 | -51,662 |
Proceeds from exercise of stock options and employee stock purchase plan | ' | ' | ' | ' | 2,417 | 5,005 |
Excess tax benefits (deficiency) from stock-based compensation | ' | ' | ' | ' | -185 | 1,705 |
Payment of debt financing costs | ' | ' | ' | ' | -422 | -469 |
Cash Flows from Financing Activities-Continuing Operations | ' | ' | ' | ' | 120,839 | -14,088 |
Cash Flows from Financing Activities | ' | ' | ' | ' | 120,839 | -14,088 |
Effect of exchange rates on cash and cash equivalents | ' | ' | ' | ' | 1,803 | -5,425 |
(Decrease) Increase in Cash and Cash Equivalents | ' | ' | ' | ' | 49,380 | -13,416 |
Cash and Cash Equivalents, Beginning of Period | ' | ' | ' | ' | 120,526 | 243,415 |
Cash and Cash Equivalents, End of Period | ' | ' | ' | ' | 169,906 | 229,999 |
Eliminations | ' | ' | ' | ' | ' | ' |
Cash Flows from Investing Activities: | ' | ' | ' | ' | ' | ' |
Intercompany loans to subsidiaries | ' | ' | ' | ' | -439,097 | -93,542 |
Investment in subsidiaries | ' | ' | ' | ' | 23,390 | 7,000 |
Cash Flows from Investing Activities-Continuing Operations | ' | ' | ' | ' | -415,707 | -86,542 |
Cash Flows from Investing Activities | ' | ' | ' | ' | -415,707 | -86,542 |
Cash Flows from Financing Activities: | ' | ' | ' | ' | ' | ' |
Intercompany loans from parent | ' | ' | ' | ' | 439,097 | 93,542 |
Equity contribution from parent | ' | ' | ' | ' | -23,390 | -7,000 |
Cash Flows from Financing Activities-Continuing Operations | ' | ' | ' | ' | 415,707 | 86,542 |
Cash Flows from Financing Activities | ' | ' | ' | ' | 415,707 | 86,542 |
Parent | Reportable legal entities | ' | ' | ' | ' | ' | ' |
Cash Flows from Operating Activities: | ' | ' | ' | ' | ' | ' |
Cash Flows from Operating Activities-Continuing Operations | ' | ' | ' | ' | -68,972 | -47,266 |
Cash Flows from Operating Activities | ' | ' | ' | ' | -68,972 | -47,266 |
Cash Flows from Investing Activities: | ' | ' | ' | ' | ' | ' |
Intercompany loans to subsidiaries | ' | ' | ' | ' | 377,202 | 95,719 |
Investment in subsidiaries | ' | ' | ' | ' | -11,695 | -3,500 |
Investment in restricted cash | ' | ' | ' | ' | ' | -1 |
Cash Flows from Investing Activities-Continuing Operations | ' | ' | ' | ' | 365,507 | 92,218 |
Cash Flows from Investing Activities | ' | ' | ' | ' | 365,507 | 92,218 |
Cash Flows from Financing Activities: | ' | ' | ' | ' | ' | ' |
Early retirement of senior subordinated notes | ' | ' | ' | ' | -247,275 | ' |
Parent cash dividends | ' | ' | ' | ' | -52,735 | -51,662 |
Proceeds from exercise of stock options and employee stock purchase plan | ' | ' | ' | ' | 2,417 | 5,005 |
Excess tax benefits (deficiency) from stock-based compensation | ' | ' | ' | ' | -185 | 1,705 |
Cash Flows from Financing Activities-Continuing Operations | ' | ' | ' | ' | -297,778 | -44,952 |
Cash Flows from Financing Activities | ' | ' | ' | ' | -297,778 | -44,952 |
(Decrease) Increase in Cash and Cash Equivalents | ' | ' | ' | ' | -1,243 | ' |
Cash and Cash Equivalents, Beginning of Period | ' | ' | ' | ' | 1,243 | ' |
Guarantors | Reportable legal entities | ' | ' | ' | ' | ' | ' |
Cash Flows from Operating Activities: | ' | ' | ' | ' | ' | ' |
Cash Flows from Operating Activities-Continuing Operations | ' | ' | ' | ' | 79,555 | 118,974 |
Cash Flows from Operating Activities-Discontinued Operations | ' | ' | ' | ' | ' | -90 |
Cash Flows from Operating Activities | ' | ' | ' | ' | 79,555 | 118,884 |
Cash Flows from Investing Activities: | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | -71,520 | -61,795 |
Cash paid for acquisitions, net of cash acquired | ' | ' | ' | ' | 916 | 74 |
Intercompany loans to subsidiaries | ' | ' | ' | ' | 61,895 | -2,177 |
Investment in subsidiaries | ' | ' | ' | ' | -11,695 | -3,500 |
Additions to customer relationship and acquisition costs | ' | ' | ' | ' | -7,341 | -3,055 |
Proceeds from sales of property and equipment and other, net | ' | ' | ' | ' | 1,441 | 12 |
Cash Flows from Investing Activities-Continuing Operations | ' | ' | ' | ' | -26,304 | -70,441 |
Cash Flows from Investing Activities-Discontinued Operations | ' | ' | ' | ' | ' | -10 |
Cash Flows from Investing Activities | ' | ' | ' | ' | -26,304 | -70,451 |
Cash Flows from Financing Activities: | ' | ' | ' | ' | ' | ' |
Repayment of revolving credit and term loan facilities and other debt | ' | ' | ' | ' | -2,171,941 | -349,550 |
Proceeds from revolving credit and term loan facilities and other debt | ' | ' | ' | ' | 2,480,901 | 386,300 |
Intercompany loans from parent | ' | ' | ' | ' | -376,788 | -97,554 |
Equity contribution from parent | ' | ' | ' | ' | 11,695 | 3,500 |
Payment of debt financing costs | ' | ' | ' | ' | ' | -469 |
Cash Flows from Financing Activities-Continuing Operations | ' | ' | ' | ' | -56,133 | -57,773 |
Cash Flows from Financing Activities | ' | ' | ' | ' | -56,133 | -57,773 |
(Decrease) Increase in Cash and Cash Equivalents | ' | ' | ' | ' | -2,882 | -9,340 |
Cash and Cash Equivalents, Beginning of Period | ' | ' | ' | ' | 10,366 | 13,472 |
Cash and Cash Equivalents, End of Period | ' | ' | ' | ' | 7,484 | 4,132 |
Canada Company | Reportable legal entities | ' | ' | ' | ' | ' | ' |
Cash Flows from Operating Activities: | ' | ' | ' | ' | ' | ' |
Cash Flows from Operating Activities-Continuing Operations | ' | ' | ' | ' | 10,421 | 2,129 |
Cash Flows from Operating Activities | ' | ' | ' | ' | 10,421 | 2,129 |
Cash Flows from Investing Activities: | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | -2,865 | -741 |
Additions to customer relationship and acquisition costs | ' | ' | ' | ' | -280 | -70 |
Proceeds from sales of property and equipment and other, net | ' | ' | ' | ' | 64 | -3,191 |
Cash Flows from Investing Activities-Continuing Operations | ' | ' | ' | ' | -3,081 | -4,002 |
Cash Flows from Investing Activities | ' | ' | ' | ' | -3,081 | -4,002 |
Cash Flows from Financing Activities: | ' | ' | ' | ' | ' | ' |
Repayment of revolving credit and term loan facilities and other debt | ' | ' | ' | ' | -252,107 | -15 |
Proceeds from revolving credit and term loan facilities and other debt | ' | ' | ' | ' | 242,480 | ' |
Intercompany loans from parent | ' | ' | ' | ' | 8,640 | -2,224 |
Payment of debt financing costs | ' | ' | ' | ' | -12 | ' |
Cash Flows from Financing Activities-Continuing Operations | ' | ' | ' | ' | -999 | -2,239 |
Cash Flows from Financing Activities | ' | ' | ' | ' | -999 | -2,239 |
Effect of exchange rates on cash and cash equivalents | ' | ' | ' | ' | 136 | -2,269 |
(Decrease) Increase in Cash and Cash Equivalents | ' | ' | ' | ' | 6,477 | -6,381 |
Cash and Cash Equivalents, Beginning of Period | ' | ' | ' | ' | 1,094 | 103,346 |
Cash and Cash Equivalents, End of Period | ' | ' | ' | ' | 7,571 | 96,965 |
Non-Guarantors | Reportable legal entities | ' | ' | ' | ' | ' | ' |
Cash Flows from Operating Activities: | ' | ' | ' | ' | ' | ' |
Cash Flows from Operating Activities-Continuing Operations | ' | ' | ' | ' | 34,637 | 31,898 |
Cash Flows from Operating Activities-Discontinued Operations | ' | ' | ' | ' | ' | 960 |
Cash Flows from Operating Activities | ' | ' | ' | ' | 34,637 | 32,858 |
Cash Flows from Investing Activities: | ' | ' | ' | ' | ' | ' |
Capital expenditures | ' | ' | ' | ' | -33,471 | -32,882 |
Cash paid for acquisitions, net of cash acquired | ' | ' | ' | ' | -31,697 | ' |
Additions to customer relationship and acquisition costs | ' | ' | ' | ' | -537 | -1,511 |
Proceeds from sales of property and equipment and other, net | ' | ' | ' | ' | 16,387 | 2,662 |
Cash Flows from Investing Activities-Continuing Operations | ' | ' | ' | ' | -49,318 | -31,731 |
Cash Flows from Investing Activities | ' | ' | ' | ' | -49,318 | -31,731 |
Cash Flows from Financing Activities: | ' | ' | ' | ' | ' | ' |
Repayment of revolving credit and term loan facilities and other debt | ' | ' | ' | ' | -30,643 | -5,802 |
Proceeds from revolving credit and term loan facilities and other debt | ' | ' | ' | ' | 152,666 | 206 |
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net | ' | ' | ' | ' | -2,317 | 194 |
Intercompany loans from parent | ' | ' | ' | ' | -70,949 | 6,236 |
Equity contribution from parent | ' | ' | ' | ' | 11,695 | 3,500 |
Payment of debt financing costs | ' | ' | ' | ' | -410 | ' |
Cash Flows from Financing Activities-Continuing Operations | ' | ' | ' | ' | 60,042 | 4,334 |
Cash Flows from Financing Activities | ' | ' | ' | ' | 60,042 | 4,334 |
Effect of exchange rates on cash and cash equivalents | ' | ' | ' | ' | 1,667 | -3,156 |
(Decrease) Increase in Cash and Cash Equivalents | ' | ' | ' | ' | 47,028 | 2,305 |
Cash and Cash Equivalents, Beginning of Period | ' | ' | ' | ' | 107,823 | 126,597 |
Cash and Cash Equivalents, End of Period | ' | ' | ' | ' | $154,851 | $128,902 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
item | |||
Segment Information | ' | ' | ' |
Number of unique reportable segments | 2 | ' | ' |
Segment information | ' | ' | ' |
Total Revenues | $770,126 | $747,031 | ' |
Depreciation and Amortization | 86,433 | 80,201 | ' |
Depreciation | 74,713 | 70,095 | ' |
Amortization | 11,720 | 10,106 | ' |
Adjusted OIBDA | 228,524 | 227,476 | ' |
Total Assets | 6,706,617 | 6,298,180 | 6,653,005 |
Expenditures for Segment Assets | 146,795 | 99,980 | ' |
Capital Expenditures | 107,856 | 95,418 | ' |
Cash Paid (Received) for Acquisitions, Net of Cash Acquired | 30,781 | -74 | ' |
Additions to Customer Relationship and Acquisition Costs | 8,158 | 4,636 | ' |
North American Records and Information Management business | ' | ' | ' |
Segment information | ' | ' | ' |
Total Revenues | 446,132 | 440,015 | ' |
Depreciation and Amortization | 45,506 | 40,853 | ' |
Depreciation | 40,821 | 37,559 | ' |
Amortization | 4,685 | 3,294 | ' |
Adjusted OIBDA | 167,409 | 162,828 | ' |
Total Assets | 3,646,819 | 3,547,159 | ' |
Expenditures for Segment Assets | 49,266 | 39,922 | ' |
Capital Expenditures | 42,561 | 36,930 | ' |
Cash Paid (Received) for Acquisitions, Net of Cash Acquired | -916 | -74 | ' |
Additions to Customer Relationship and Acquisition Costs | 7,621 | 3,066 | ' |
North American Data Management Business | ' | ' | ' |
Segment information | ' | ' | ' |
Total Revenues | 96,724 | 98,827 | ' |
Depreciation and Amortization | 5,030 | 4,342 | ' |
Depreciation | 4,965 | 4,137 | ' |
Amortization | 65 | 205 | ' |
Adjusted OIBDA | 54,268 | 59,417 | ' |
Total Assets | 651,858 | 631,266 | ' |
Expenditures for Segment Assets | 5,507 | 4,185 | ' |
Capital Expenditures | 5,507 | 4,126 | ' |
Additions to Customer Relationship and Acquisition Costs | ' | 59 | ' |
International Business | ' | ' | ' |
Segment information | ' | ' | ' |
Total Revenues | 224,430 | 204,553 | ' |
Depreciation and Amortization | 28,759 | 27,006 | ' |
Depreciation | 21,789 | 20,432 | ' |
Amortization | 6,970 | 6,574 | ' |
Adjusted OIBDA | 58,763 | 47,898 | ' |
Total Assets | 2,126,111 | 1,808,829 | ' |
Expenditures for Segment Assets | 64,941 | 33,028 | ' |
Capital Expenditures | 32,707 | 31,517 | ' |
Cash Paid (Received) for Acquisitions, Net of Cash Acquired | 31,697 | ' | ' |
Additions to Customer Relationship and Acquisition Costs | 537 | 1,511 | ' |
Corporate and Other | ' | ' | ' |
Segment information | ' | ' | ' |
Total Revenues | 2,840 | 3,636 | ' |
Depreciation and Amortization | 7,138 | 8,000 | ' |
Depreciation | 7,138 | 7,967 | ' |
Amortization | ' | 33 | ' |
Adjusted OIBDA | -51,916 | -42,667 | ' |
Total Assets | 281,829 | 310,926 | ' |
Expenditures for Segment Assets | 27,081 | 22,845 | ' |
Capital Expenditures | $27,081 | $22,845 | ' |
Segment_Information_Details_2
Segment Information (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Reconciliation of Adjusted OIBDA to income from continuing operations before provision (benefit) for income taxes on a consolidated basis | ' | ' |
Adjusted OIBDA | $228,524 | $227,476 |
Less: Depreciation and Amortization | 86,433 | 80,201 |
Gain on disposal/write-down of property, plant and equipment, net | -8,307 | -539 |
REIT Costs | 8,323 | 24,972 |
Interest Expense, Net | 62,312 | 63,182 |
Other Expense (Income), Net | 5,317 | 2,739 |
Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes | $74,446 | $56,921 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 150 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Nov. 30, 2011 | Mar. 31, 2014 |
Argentina Fire | Litigation | Government Contract Billing Matter | State of Massachusetts Assessment | State of Massachusetts Assessment | Italy Fire | Italy Fire | |
item | item | ||||||
Commitments and Contingencies | ' | ' | ' | ' | ' | ' | ' |
Loss contingencies, reasonably possible loss exposure in excess of the amount currently accrued | ' | $42,700 | ' | ' | ' | ' | ' |
Total revenue billed and recorded from October 1, 2001 through December 31, 2013 | ' | ' | 77,000 | ' | ' | ' | ' |
Aggregate amount of assessed tax including tax, interest and penalties | ' | ' | ' | $4,120 | $8,191 | ' | ' |
Number of customer lawsuits | ' | ' | ' | ' | ' | 3 | ' |
Number of customer lawsuits settled | ' | ' | ' | ' | ' | ' | 3 |
Maximum facility revenue as a percentage of consolidated revenues | 0.50% | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Matters_De
Stockholders' Equity Matters (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 14, 2014 | Jan. 15, 2014 | Dec. 16, 2013 | Oct. 15, 2013 | Sep. 11, 2013 | Jul. 15, 2013 | Jun. 06, 2013 | Apr. 15, 2013 | Mar. 14, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Apr. 15, 2014 |
Series A Junior Participating Preferred Stock | Subsequent event | ||||||||||||||
Stockholders' Equity Note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining amount available under share repurchase program | $66,035 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding common stock authorized for repurchase | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends declared (in dollars per share) | ' | $0.27 | ' | $0.27 | ' | $0.27 | ' | $0.27 | ' | $0.27 | ' | $0.27 | $0.27 | ' | ' |
Dividends declared | ' | 51,812 | ' | 51,683 | ' | 51,625 | ' | 51,597 | ' | 51,460 | ' | 52,290 | 52,448 | ' | ' |
Dividends paid ( in dollars per share) | ' | ' | $0.27 | ' | $0.27 | ' | $0.27 | ' | $0.27 | ' | ' | ' | ' | ' | $0.27 |
Dividends paid | ' | ' | $51,683 | ' | $51,625 | ' | $51,597 | ' | $51,460 | ' | ' | $52,735 | $51,662 | ' | $51,812 |
Number of preferred stock purchase right entitled for each share of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' |
Fractional value of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.001 | ' |
Purchase price of rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $114 | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Summarized results of operations | ' | ' |
Income (Loss) from Discontinued Operations, Net of Tax | ($612) | $2,184 |
Worldwide Digital Operations | ' | ' |
Summarized results of operations | ' | ' |
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations | -1,000 | 88 |
Provision (Benefit) for Income Taxes | -375 | 7 |
Income (Loss) from Discontinued Operations, Net of Tax | -625 | 81 |
Italian Operations | ' | ' |
Summarized results of operations | ' | ' |
Income (Loss) Before Provision (Benefit) for Income Taxes of Discontinued Operations | 22 | 2,712 |
Provision (Benefit) for Income Taxes | 9 | 609 |
Income (Loss) from Discontinued Operations, Net of Tax | $13 | $2,103 |
Restructuring_Details
Restructuring (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Restructuring | ' |
Restructuring costs | $2,425 |
Selling, general and administrative expenses | ' |
Restructuring | ' |
Restructuring costs | 1,363 |
Cost of sales | ' |
Restructuring | ' |
Restructuring costs | 1,062 |
North American Records and Information Management business | ' |
Restructuring | ' |
Restructuring costs | 2,101 |
Corporate and Other | ' |
Restructuring | ' |
Restructuring costs | 324 |
Expected additional employee severance and associated benefit costs in 2014 | $3,334 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent event, OSG Records Management (Europe) Limited, USD $) | 1 Months Ended |
In Thousands, unless otherwise specified | Apr. 30, 2014 |
Subsequent event | OSG Records Management (Europe) Limited | ' |
Subsequent events | ' |
Purchase price | $16,500 |