SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): MAY 15, 2000
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA
(State or Other Jurisdiction of Incorporation or Organization)
1-13045 23-2588479
(Commission file number) (I.R.S. Employer Identification No.)
745 ATLANTIC AVENUE, BOSTON, MASSACHUSETTS 02111
(Address of Principal Executive Offices, Including Zip Code)
(617) 535-4766
(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisition or Disposition of Assets
Data Storage Center, Inc.
On May 1, 2000, Iron Mountain Incorporated ("Iron Mountain" or the "Company")
acquired certain assets and assumed certain liabilities of Data Storage Center,
Inc., a Florida Corporation ("Data Storage Center" or "DSC"), pursuant to an
agreement dated February 18, 2000. The Company acquired substantially all of the
operating assets and liabilities of DSC, excluding cash and long-term debt. Iron
Mountain did not acquire or assume any assets or liabilities associated with
DSC's records management business in Pensacola, Florida. The acquisition is
being accounted for as a purchase and DSC will be included in Iron Mountain's
consolidated financial results from the date of acquisition.
Total consideration was $54.0 million in cash. The Company funded the
purchase with borrowings under its $400.0 million revolving credit facility,
effective February 1, 2000, as amended, among Iron Mountain, various
financial institutions and the Chase Manhattan Bank, as administrative agent
for such lenders (the "Amended Credit Agreement").
The assets acquired by Iron Mountain included tangible personal property
(consisting primarily of office equipment, furniture and fixtures, motor
vehicles and racking) and intangible personal property regularly used in
DSC's records management business. The Company intends to use the acquired
assets in the operation of its records management business.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of the Business Acquired:
The following represents the financial statements of DSC, which was acquired by
the Company on May 1, 2000. Such financial statements have been included in this
filing to comply with Rule 3-05 of Regulation S-X with respect to acquisitions
of businesses deemed to be individually significant under such rule.
Data Storage Center, Inc. PAGE
Independent Auditors' Report 1
Consolidated Balance Sheets as of December 31, 1999 and 1998 2-3
Consolidated Statements of Income for the years ended
December 31, 1999 and 1998 4
Consolidated Statements of Stockholder's Equity for the years
ended December 31, 1999 and 1998 5
Consolidated Statements of Cash Flows for the years ended
December 31, 1999 and 1998 6
Notes to Consolidated Financial Statements 7-13
(b) Pro forma Financial Information:
During 1999 and 2000, the Company acquired several businesses. The following
represents the unaudited pro forma condensed consolidated financial statements
for certain businesses acquired by the Company in 1999 and 2000, and certain
other transactions. Pursuant to Article 11 of Regulation S-X, pro forma effect
has only been given to DSC and to acquired businesses for which the Company has
previously filed audited financial statements in accordance with Rule 3-05 of
Regulation S-X.
PAGE
Unaudited Pro forma Condensed Consolidated Balance Sheet
as of March 31, 2000 16
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the three months ended March 31, 2000 17
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1999 18
Schedule A- Schedule of 1999 Pro Forma Acquisitions for
the year ended December 31, 1999 (unaudited) 19
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements 20-28
(c) Exhibits:
Exhibit 23 Consent of Deloitte & Touche LLP
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Data Storage Center, Inc.
Jacksonville, Florida
We have audited the accompanying consolidated balance sheets of Data Storage
Center, Inc. and subsidiaries (the "Company") (a wholly-owned indirect
subsidiary of The Suddath Companies) as of December 31, 1999 and 1998, and the
related consolidated statements of income, stockholder's equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Data Storage Center, Inc. and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Certified Public Accountants
Jacksonville, Florida
March 24, 2000
DATA STORAGE CENTER, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
1999 1998
ASSETS
CURRENT ASSETS:
Cash $ 170,630 $ 84,722
Accounts receivable, net of an allowance for doubtful
accounts of $25,976 and $55,677, respectively 1,620,709 1,519,514
Prepaid expenses and other assets 80,078 75,366
Inventory 50,665 64,735
Deferred income taxes 10,182
----------- ------------
Total current assets 1,932,264 1,744,337
----------- ------------
PROPERTY AND EQUIPMENT:
Land 596,040 596,040
Buildings and improvements 4,894,497 4,790,879
Furniture and other equipment 8,766,378 7,692,815
Operating equipment 1,161,649 1,074,507
----------- ------------
15,418,564 14,154,241
Less accumulated depreciation (7,089,402) (5,727,634)
----------- ------------
8,329,162 8,426,607
----------- ------------
OTHER ASSETS:
Goodwill, net of accumulated amortization of $198,363
and $78,016, respectively 1,510,837 1,631,184
Customer acquisition costs, net of accumulated amortization
of $403,002 and $310,156, respectively 176,831 241,859
Deposits and other assets 163,647 88,231
Deferred income taxes 82,811 191,253
----------- ------------
1,934,126 2,152,527
----------- ------------
TOTAL ASSETS $12,195,552 $ 12,323,471
=========== ============
See notes to consolidated financial statements.
-2-
- --------------------------------------------------------------------------------
1999 1998
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 300,121 $ 167,671
Compensation payable 288,335 214,578
Other accrued liabilities 94,545 63,822
Deferred income taxes 7,069
Current portion of long-term debt 823,293 823,293
Net advances from The Suddath Companies 763,221 541,212
Net advances from Suddath Van Lines 157,194 1,414,952
------------ -----------
Total current liabilities 2,426,709 3,232,597
DEFERRED REVENUES 79,109 70,978
LONG-TERM DEBT, less current portion 3,086,363 3,909,365
------------ -----------
Total liabilities 5,592,181 7,212,940
------------ -----------
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDER'S EQUITY:
Common stock, $0.01 par value; 10,000 shares
authorized; 1,000 shares issued and outstanding 10 10
Additional paid-in capital 990 990
Retained earnings 6,602,371 5,109,531
------------ -----------
Total stockholder's equity 6,603,371 5,110,531
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 12,195,552 $12,323,471
============ ===========
-3-
DATA STORAGE CENTER, INC.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
1999 1998
REVENUES:
Storage revenue $11,536,150 $ 9,388,883
Service and storage material sales 5,735,587 4,918,669
----------- -----------
Total revenues 17,271,737 14,307,552
OPERATING EXPENSES:
Cost of services 7,313,081 6,562,070
Selling, general and administrative 5,648,568 4,951,879
Depreciation and amortization 1,555,881 1,412,796
----------- -----------
Total operating expenses 14,517,530 12,926,745
OPERATING INCOME 2,754,207 1,380,807
INTEREST EXPENSE 365,023 315,693
----------- -----------
INCOME BEFORE INCOME TAXES 2,389,184 1,065,114
PROVISION FOR INCOME TAXES 896,344 410,495
----------- -----------
NET INCOME $ 1,492,840 $ 654,619
=========== ===========
See notes to consolidated financial statements.
-4-
DATA STORAGE CENTER, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
COMMON STOCK ADDITIONAL TOTAL
------------ PAID-IN RETAINED STOCKHOLDER'S
SHARES AMOUNT CAPITAL EARNINGS EQUITY
BALANCE, JANUARY 1, 1998 1,000 $ 10 $ 990 $ 4,454,912 $ 4,455,912
Net income 654,619 654,619
----------- -----------
BALANCE, DECEMBER 31, 1998 1,000 10 990 5,109,531 5,110,531
Net income 1,492,840 1,492,840
----------- -----------
BALANCE, DECEMBER 31, 1999 1,000 $ 10 $ 990 $ 6,602,371 $ 6,603,371
====== ===== ====== =========== ===========
See notes to consolidated financial statements.
-5-
DATA STORAGE CENTER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
1999 1998
OPERATING ACTIVITIES:
Net income $ 1,492,840 $ 654,619
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,555,881 1,412,796
Deferred income taxes 91,191 (146,398)
Gain (loss) on disposition of assets 1,815 (2,873)
Changes in assets and liabilities net of effects
of business acquisitions (Note 3):
Increase in accounts receivable (101,195) (235,442)
Decrease (increase) in prepaid expenses and other assets 9,358 (27,683)
Increase in deposits and other assets (79,742) (37,281)
Increase (decrease) in accounts payable 132,450 (178,758)
Increase in compensation payable 73,757 1,622
Increase (decrease) in other accrued liabilities 30,723 (2,121)
Increase in deferred revenues 8,131 67,151
----------- -----------
Net cash provided by operating activities 3,215,209 1,505,632
----------- -----------
INVESTING ACTIVITIES:
Additions to customer acquisition costs (27,384) (151,618)
Purchases of property and equipment (1,260,848) (2,294,915)
Proceeds from disposition of assets 17,682 14,396
Payment for purchase of businesses (1,247,981)
----------- -----------
Net cash used in investing activities (1,270,550) (3,680,118)
----------- -----------
FINANCING ACTIVITIES:
Net (payments to) advances from affiliates (1,035,749) 1,115,272
Proceeds from long-term debt 1,292,287
Principal repayments of long-term debt (823,002) (215,209)
----------- -----------
Net cash (used in) provided by financing activities (1,858,751) 2,192,350
----------- -----------
NET INCREASE IN CASH 85,908 17,864
CASH, BEGINNING OF YEAR 84,722 66,858
----------- -----------
CASH, END OF YEAR $ 170,630 $ 84,722
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Interest $ 367,342 $ 304,975
=========== ===========
Taxes $ 794,750 $ 482,076
=========== ===========
See notes to consolidated financial statements.
-6-
DATA STORAGE CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND OPERATIONS - Data Storage Center, Inc. (the "Company"), a
wholly-owned indirect subsidiary of The Suddath Companies (the "Parent"),
provides record storage and management services in fifteen cities
throughout the United States.
BASIS OF PRESENTATION - The financial statements have been prepared from
the separate records maintained by Data Storage Center, Inc. and may not
necessarily be indicative of the conditions that would have existed if the
Company had been operated as an unaffiliated entity.
PRINCIPLES OF CONSOLIDATION - The accompanying financial statements
reflect the financial position and results of operations of Data Storage
Centers, Inc. on a consolidated basis. All significant intercompany
account balances have been eliminated.
CASH - Cash represents amounts deposited with various financial
institutions.
INVENTORIES - Container inventories are stated at the lower of cost or
market using the first-in, first-out (FIFO) method.
CUSTOMER ACQUISITION COSTS - Represents costs related to the acquisition
of large accounts which are capitalized and amortized over the period of
the account agreement, unless the customer terminates its relationship
with the Company, at which time the unamortized cost is charged to
expense.
REVENUE RECOGNITION - Revenue is recognized as services are rendered and
storage is provided pursuant to applicable contracts. Storage revenue is
billed either monthly, quarterly or annually, depending on the terms of
the contract. Any amounts collected in advance are shown as deferred
revenue.
SELF-INSURANCE - The Company self-insures up to $10,000 per occurrence for
all liability claims involving bodily injury and property damage. Workers'
compensation claims are also self-insured up to $100,000 per occurrence.
PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost.
Expenditures for improvements are capitalized while repairs and
maintenance are charged to operations when incurred. The Company
periodically reviews property, plant and equipment for indicators of
potential impairment. If this review indicates that the carrying amount of
these assets may not be recoverable, the Company estimates the future cash
flows expected to result from the operations of the asset and its eventual
disposition. If the sum of these future cash flows (undiscounted and
without interest charges) is less than the carrying amount of the asset,
it would be written down to its fair value.
-7-
DATA STORAGE CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998 (CONTINUED)
- --------------------------------------------------------------------------------
Depreciation is provided using the straight-line method for financial
reporting purposes based on useful lives as follows:
ASSETS LIVES
Buildings and improvements 5-40 years
Furniture and other equipment 3-15 years
Operating equipment 3- 8 years
GOODWILL - Represents the cost in excess of fair value of the net assets
of businesses acquired in purchase transactions. Goodwill is being
amortized over a period of 15 years. The Company recorded goodwill
amortization of $120,347 and $66,635 for the years ended December 31, 1999
and 1998, respectively. The carrying value of goodwill is periodically
reviewed by management and impairment is recognized when the projected
undiscounted cash flows are less than the carrying value.
INCOME TAXES - During 1998, the Company's accounts were included in its
Parent's consolidated Federal and Florida state income tax returns.
Current and deferred income taxes were allocated to the Company on a
separate return basis. Beginning in 1999, the Company will file as a
separate taxpayer for Federal and state income taxes. Deferred tax assets
and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during each reporting period. Actual results could differ from
those estimates.
FAIR VALUES OF FINANCIAL INSTRUMENTS - The carrying amounts of the
Company's financial instruments reflected in the accompanying balance
sheets approximate their estimated fair values.
NEW ACCOUNTING STANDARDS - In June 1999, the Financial Accounting
Standards Board issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of
SFAS No. 133." This Statement amends SFAS No. 133 to defer the effective
date of implementation to fiscal years beginning after June 15, 2000. SFAS
No. 133 standardizes the accounting for derivative instruments and hedging
activities by requiring that an entity recognize those items as assets or
liabilities in the statement of financial position and measure them at
fair value. If certain conditions are met, a derivative instrument may be
specifically designated as (a) a hedge of the exposure to changes in the
fair value of a recognized asset or liability, or of an unrecognized firm
commitment, (b) a hedge of the exposure to variability in the cash flows
of recognized assets, liability or forecasted transactions or (c) a hedge
of the foreign currency exposure of an unrecognized firm commitment, an
available-for-sale
-8-
DATA STORAGE CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998 (CONTINUED)
- --------------------------------------------------------------------------------
security, a forecasted transaction or a net investment in a foreign
operation. Management has not yet determined the impact of this Statement
on the presentation of its financial statements.
RECLASSIFICATION - Certain prior year amounts have been reclassified to
conform to current year presentation.
2. LONG-TERM DEBT
1999 1998
Mortgage note agreement with interest at the LIBOR
rate plus 2.25% (8.7% at December 31, 1999);
collateralized by land, buildings and improvements;
payable in monthly installments of $4,861 through
January 1, 2012 $ 704,861 $ 763,195
Mortgage note agreement with interest at the prime
rate (8.5% at December 31, 1999); collateralized
by land, building and improvements; payable in monthly
installments of $6,389 through September 30, 2004
(with a balloon payment of the remaining principal of
approximately $246,000) 552,786 629,454
Mortgage note agreement with interest at the prime
rate (8.5% at December 31, 1999); collateralized
by land, building and improvements; payable in monthly
installments of $7,292 through September 30, 2004
(with a balloon payment of the remaining principal
of approximately $510,000) 853,125 947,917
Revolving credit agreement with interest at LIBOR rate
plus 2.25% (8.7% at December 31, 1999); permits
aggregate borrowings up to $5,000,000; guaranteed by
certain related companies; interest only through 1998;
principal of $50,066 and interest payable in monthly
installments from 1999 through 2001 1,798,884 2,392,092
----------- -----------
3,909,656 4,732,658
Less current installments (823,293) (823,293)
----------- -----------
$ 3,086,363 $ 3,909,365
=========== ===========
Annual maturities of long-term debt are as follows:
-9-
2000 $ 823,293
2001 1,424,095
2002 222,501
2003 222,501
2004 807,572
Thereafter 409,694
-----------
$ 3,909,656
===========
-10-
DATA STORAGE CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998 (CONTINUED)
- --------------------------------------------------------------------------------
3. ACQUISITIONS
In October 1998, the Company acquired certain assets of Data Storage
Center of Massachusetts, Inc. located in Boston, Massachusetts. In July
1998, the Company acquired certain assets and liabilities of Sundance
Records Management, L.L.C. located in Glen Allen, Virginia. These business
combinations were accounted for as a purchases with the assets and
liabilities recorded at fair value as of the effective date of purchase.
In conjunction with the acquisition, assets and liabilities assumed were
as follows:
Fair value of assets acquired $ 283,500
Recorded goodwill 968,158
Liabilities assumed (3,677)
-----------
Total purchase price $ 1,247,981
===========
The following unaudited pro forma summary combines the consolidated
results of operations of the Company as if the acquisitions had occurred
at the beginning of 1998 after giving effect to certain pro forma
adjustments, including, among others, the depreciation of property and
equipment acquired from the transactions. This pro forma financial
information is presented for informational purposes only and may not be
indicative of the results of operations as they would have been had the
transactions been effected on the assumed dates, nor is it necessarily
indicative of the results of operations which may occur in the future.
Anticipated efficiencies from the consolidation of the Company are not
fully determinable and therefore have been excluded from the amounts
included in the pro forma summary presented below.
1998
Revenues $14,925,399
Net income 779,619
4. INCOME TAXES
The components of income tax expense (benefit) are summarized as follows:
1999 1998
Current:
Federal $ 740,400 $ 468,870
State 64,753 88,023
--------- -----------
805,153 556,893
--------- -----------
Deferred:
Federal 81,592 (123,282)
State 9,599 (23,116)
--------- -----------
91,191 (146,398)
--------- -----------
$ 896,344 $ 410,495
========= ===========
-11-
DATA STORAGE CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998 (CONTINUED)
- --------------------------------------------------------------------------------
A reconciliation of the expected income tax expense, computed by applying
the Federal corporate tax rate of 34% to income before taxes, to the
provision for income taxes follows:
1999 1998
Computed "expected" income tax expense $ 812,323 $ 362,139
State income taxes, net of Federal income tax benefit 74,611 42,839
Nondeductible items 7,564 7,493
Other 1,846 (1,976)
----------- ----------
Total income tax expense $ 896,344 $ 410,495
=========== ==========
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1999 and 1998 are presented below:
1999 1998
Deferred tax assets:
Property and equipment $ 82,811 $ 191,253
Accrued expenses 10,276 7,199
Allowance for doubtful accounts 9,871 21,135
----------- ----------
Deferred tax assets 102,958 219,587
----------- ----------
Deferred tax liabilities:
Prepaid liabilities 9,965 35,403
----------- ----------
Deferred tax liabilities 9,965 35,403
----------- ----------
Net deferred tax asset $ 92,993 $ 184,184
=========== ==========
5. COMMITMENTS AND CONTINGENCIES
LEASING ACTIVITIES - The Company leases certain warehouse and office space
from both unaffiliated and affiliated companies. Aggregate rental
commitments as of December 31, 1999 under the noncancelable operating
leases are as follows:
UNAFFILIATED AFFILIATED
COMPANIES COMPANIES
2000 $ 928,858 $ 1,384,860
2001 917,455 1,391,475
2002 949,385 1,393,680
2003 851,219 1,393,680
2004 602,109 117,970
Thereafter 1,480,276 272,875
----------- -----------
$5,729,302 $ 5,954,540
=========== ===========
-12-
DATA STORAGE CENTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998 (CONCLUDED)
- --------------------------------------------------------------------------------
Rental expense under lease arrangements with unaffiliated companies was
approximately $830,000 and $625,000 for the years ended December 31, 1999
and 1998. Rental expense under these lease agreements with affiliated
companies was approximately $1,388,000 and $1,306,000 for the years ended
December 31, 1999 and 1998.
6. 401(K) PLAN CONTRIBUTIONS
The Company's Parent sponsors a contributory defined contribution 401(k)
plan covering substantially all employees. The Company matches 75% of each
participating employee's contribution on the first 5% of the employee's
salary up to $65,000. Aggregate Company contributions to the plan were
approximately $81,000 and $62,000 for the years ended December 31, 1999
and 1998, respectively.
7. RELATED PARTY TRANSACTIONS
ALLOCATED EXPENSES - The Company receives an allocation from its
affiliates which represents the Company's share of warehousing lease costs
at its fifteen locations. The total amount of the allocated expense was
approximately $1,528,000 and $1,408,000 for the years ended December 31,
1999 and 1998, respectively. No interest is charged on intercompany
advances. The Parent allocates interest expense to the Company related to
a revolving equipment loan and a working capital line of credit. Interest
expense in the amount of $112,414 and $59,934 was allocated during the
years ended December 31, 1999 and 1998, respectively.
REVENUES - The Company provides record storage services for the Parent.
Revenues under this arrangement were approximately $52,000 and $46,000 for
the years ended December 31, 1999 and 1998, respectively.
MANAGEMENT FEE - The Parent provides various management services for the
Company. Fees paid under this arrangement were approximately $289,000 and
$350,000 for the years ended December 31, 1999 and 1998, respectively.
8. MAJOR CUSTOMERS
One customer accounted for approximately 12% and 14% of the Company's
revenues, during the years ended December 31, 1999 and 1998, respectively.
9. SUBSEQUENT EVENT
The Company has signed a letter of intent to sell substantially all of its
assets for $54,000,000 to Iron Mountain Records Management, Inc. The
Company expects to close on the sale on or about May 1, 2000. These
financial statements do not include the effects of any purchase price
adjustments as a result of this proposed sale.
* * * * *
IRON MOUNTAIN INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The term pro forma transactions, as used in the accompanying pro forma
condensed consolidated financial statements and notes thereto, is defined as
certain of our 1999 and 2000 acquisitions and certain financing transactions
and includes the following: (a) the acquisitions of Iron Mountain Europe
Limited ("Iron Mountain Europe") (50.1% interest), First American Records
Management Inc. ("FARM"), Data Base, Inc. ("Data Base"), MAP, S.A.
(Memogarde) ("Memogarde") by Iron Mountain Europe, Central File, Inc.
("Central File"), Sistemas de Archivo Corporativo, S. de R.L. de C.V. (50.1%
interest) ("Sistemas de Archivo Corporativo"), Stortext (Holdings) Ltd.
("Stortext") by Iron Mountain Europe, Midtown Professional Records Center,
Inc. ("Midtown"), Pierce Leahy Corp. ("Pierce Leahy"), and DSC; (b) the
issuance of $150 million 8 1/4% senior subordinated notes in April 1999; (c)
the sale of 5.8 million shares of common stock in May 1999; (d) Iron
Mountain's repurchase of shares issued in connection with the Data Base
acquisition for $39.5 million on May 18, 1999 and (e) the Company's amendment
to its revolving credit facility effective February 1, 2000, as if each had
occurred as of January 1, 1999. The pro forma condensed consolidated
financial statements separately present the pro forma effects of the DSC
acquisition and the Pierce Leahy merger. You should read the pro forma
financial statements in conjunction with our Current Reports on Form 8-K
filed with the Securities and Exchange Commission ("SEC") on February 1, 2000
and May 4, 2000; our 1999 Annual Report on Form 10-K filed with the SEC on
March 30, 2000; and our Quarterly Report on Form 10-Q filed with the SEC on
May 15, 2000.
The following Unaudited Pro Forma Condensed Consolidated Balance Sheet (the
"Pro Forma Balance Sheet") has been prepared based on the historical balance
sheets of Iron Mountain and DSC as of March 31, 2000. The Pro Forma Balance
Sheet gives effect to the acquisition of DSC by Iron Mountain as if the
acquisition had been completed as of March 31, 2000.
The following Unaudited Pro Forma Condensed Consolidated Statements of
Operations (the "Pro Forma Statements of Operations" and together with the
Pro Forma Balance Sheet, the "Pro Forma Financial Statements") for the year
ended December 31, 1999 and the three months ended March 31, 2000 give effect
to the pro forma transactions described above, as if each had occurred as of
January 1, 1999. Pursuant to certain SEC Rules and Regulations, the Pro Forma
Financial Statements do not include results of operations, or pro forma
adjustments, for nine acquisitions completed in 1999 and three acquisitions
completed in 2000 that are not defined herein as the 1999 Pro Forma
Acquisitions or shown as a 2000 acquisition. The aggregate pro forma revenues
of those 1999 or 2000 acquisitions not included in the pro forma condensed
consolidated financial statements were $8.0 million and $1.0 million for the
year ended December 31, 1999 and the quarter ended March 31, 2000,
respectively. In addition, the Pro Forma Statements of Operations do not
include the results of operations for acquisitions completed by Pierce Leahy
in 1999. Pro forma adjustments are described in the accompanying notes.
The Pro Forma Financial Statements do not give effect to estimated annual
net cost savings of $15.0 million associated with the Pierce Leahy acquisition.
Management expects to achieve this annual level of savings within three years
after the merger. Further, the Pro Forma Financial Statements do not reflect any
further costs associated with integrating the two companies as it is not
practicable to quantify these costs at this time. These costs may be material to
Iron Mountain's results of operations. Depending upon management's plans and the
nature and timing of the costs, the costs may be accounted for as part of the
acquisition accounting, as a post-combination restructuring charge, as operating
expenses in the period incurred or as capital expenditures. The Company expects
to record a restructuring charge in the second quarter of 2000. The Company will
record this charge once the restructuring plan has been formalized. Furthermore,
the Pro Forma Statements of Operations do not give effect to all cost savings or
incremental costs that may occur as a result of the integration and
consolidation of the 1999 Pro Forma Acquisitions and DSC included in these pro
forma financial statements.
In June 1999, Iron Mountain decided to sell its information technology
staffing business, Arcus Staffing Resources, Inc. ("Arcus Staffing"), which
was acquired in January 1998 as part of its acquisition of Arcus Group, Inc.
Effective November 1, 1999, Iron Mountain completed the sale of substantially
all of the assets of Arcus Staffing. Iron Mountain has accounted for the sale
of Arcus Staffing as a discontinued operation.
Iron Mountain has accounted for its acquisitions and the related real
estate transactions using the purchase method of accounting.
The Pro Forma Statements of Operations do not necessarily indicate the
actual results of operations that Iron Mountain would have reported if the
14
pro forma transactions described above had occurred as of January 1, 1999,
nor do they necessarily indicate the results of future operations. In the
opinion of Iron Mountain's management, all adjustments and disclosures
necessary to fairly present these pro forma financial statements have been
made.
15
IRON MOUNTAIN INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2000
(IN THOUSANDS)
HISTORICAL PRO FORMA
---------------------- ------------------------
DATA
IRON STORAGE IRON
MOUNTAIN CENTER ADJUSTMENTS MOUNTAIN
-------- ------- ----------- ---------
ASSETS
Current Assets ........................ $ 214,832 $ 1,955 $ (23) (A) $ 216,764
Property, Plant and Equipment, net .... 697,773 8,089 (3,965) (A) 701,897
Goodwill, net ......................... 1,505,066 1,481 44,260 (A) 1,550,807
Other Long-term Assets ................ 51,948 327 2,842 (A) 55,117
----------- -------- -------- -----------
Total Assets ...................... $2,469,619 $11,852 $43,114 $2,524,585
========== ========= ======== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities ................... $ 244,726 $ 1,789 $ (824) (B) $ 245,691
Long-term Debt, net of Current Portion 1,183,536 2,832 51,169 (B) 1,237,537
Other Long-term Liabilities ........... 5,915 -- -- 5,915
Deferred Rent ......................... 11,300 -- -- 11,300
Deferred Income Taxes ................. 27,615 -- -- 27,615
Minority Interest ..................... 42,367 -- -- 42,367
Shareholders' Equity .................. 954,160 7,231 (7,231) (B) 954,160
----------- -------- -------- -----------
Total Liabilities and
Shareholders' Equity............. $2,469,619 $11,852 $43,114 $ 2,524,585
=========== ======== ======== ===========
The accompanying notes are an integral part of these pro forma financial
statements.
16
IRON MOUNTAIN INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL PRO FORMA PRO FORMA PRO FORMA
----------------------- PIERCE FOR PIERCE HISTORICAL ----------------------
IRON PIERCE LEAHY LEAHY DATA STORAGE DATA STORAGE IRON
MOUNTAIN LEAHY (1) ADJUSTMENTS ACQUISITION CENTER ADJUSTMENTS MOUNTAIN
---------- --------- ----------- ---------- ------------ ------------ --------
Revenues:
Storage ................................ $124,939 $17,476 $ -- $142,415 $ 3,166 $ -- $145,581
Service and Storage Material Sales...... 87,198 12,701 -- 99,899 1,723 -- 101,622
-------- ------- ------- -------- ------- ------- ---------
Total Revenues ....................... 212,137 30,177 -- 242,314 4,889 -- 247,203
Operating Expenses:
Cost of Sales (Excluding Depreciation).. 104,458 18,189 (2,363) (G) 120,284 1,879 58 (C) 122,221
Selling, General and Administrative..... 53,457 3,592 2,363 (H) 59,411 1,549 -- 60,960
Depreciation and Amortization .......... 26,303 3,708 258 (I) 30,269 357 304 (D) 30,930
Foreign Currency Exchange .............. -- 147 (147) (J) -- -- -- --
Merger-related Expenses (2)............. 516 4,438 (3,232) (K) 1,722 -- -- 1,722
-------- ------- ------- -------- ------- ------- ---------
Total Operating Expenses.............. 184,734 30,073 (3,121) 211,686 3,785 362 215,833
-------- ------- ------- -------- ------- ------- ---------
Operating Income ......................... 27,403 104 3,121 30,628 1,104 (362) 31,370
Interest Expense, net .................... 23,783 4,724 (336) (L) 28,171 86 854 (E) 29,111
Other Income (Expense), net............... (781) -- (147) (M) (928) -- -- (928)
-------- ------- ------- -------- ------- ------- ---------
Income (Loss) Before Provision for
Income Taxes and Minority Interest .... 2,839 (4,620) 3,310 1,529 1,018 (1,216) 1,331
Provision (Benefit) for Income Taxes ..... 8,529 (324) 1,322 (N) 9,527 391 (470) (F) 9,448
Minority Interest in Losses of
Subsidiaries ......................... (307) -- -- (307) -- -- (307)
-------- ------- ------- -------- ------- ------- ---------
Income (Loss) from Continuing
Operations ............................. $ (5,383) $(4,296) $ 1,988 $ (7,691) $ 627 $ (746) $ (7,810)
======== ======= ======= ======== ======= ======= =========
Loss from Continuing Operations per
Common Share - Basic and Diluted ....... $ (0.11) $ (0.14) $ (0.14)
======== ======== =========
Weighted Average Common Shares
Outstanding - Basic and Diluted ........ 47,943 6,399 (O) 54,342 54,342
======== ======= ======== =========
EBITDA (3) ............................ $ 54,222 $ 8,397 $ -- $ 62,619 $ 1,461 $ (58) $ 64,022
======== ======= ======= ======== ======= ======= =========
- ---------
(1) Represents the historical results of operations of Pierce Leahy prior to the
acquisition date, February 1, 2000.
(2) Merger-related expenses are certain expenses directly related to the
Company's merger with Pierce Leahy that cannot be capitalized and include
costs of exiting certain facilities, severance and pay-to-stay payments,
system conversion costs and other transaction-related costs.
(3) EBITDA is defined as earnings before interest, taxes, depreciation,
amortization, extraordinary items, other income and merger-related expenses.
The accompanying notes are an integral part of these pro forma financial
statements.
17
IRON MOUNTAIN INCORPORATED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL PRO FORMA ADJUSTMENTS PRO PRO FORMA
------------------------------- ------------------------- FORMA HISTORICAL -----------------
1999 IRON DATA DSC
IRON ACQUISI- PIERCE 1999 MOUNTAIN STORAGE ADJUST- IRON
MOUNTAIN TIONS (1) LEAHY ACQUISITIONS (2) PIERCE LEAHY BEFORE DSC CENTER MENTS MOUNTAIN
--------- --------- ------- ---------------- ------------ ---------- ----------- ------ ---------
Revenues:
Storage .................... $317,387 $18,962 $190,095 $ -- $ -- $526,444 $11,536 $ -- $537,980
Service and Storage
Material Sales ........... 202,162 7,154 152,167 -- -- 361,483 5,736 -- 367,219
--------- -------- -------- --------- --------- -------- -------- ----- --------
Total Revenues ......... 519,549 26,116 342,262 -- -- 887,927 17,272 -- 905,199
Operating Expenses:
Cost of Sales (Excluding
Depreciation) ............ 260,930 12,618 191,510 -- (20,393) (G) 444,665 7,313 328 (C) 452,306
Selling, General and
Administrative ........... 128,948 15,882 45,856 (9,396) (P) 28,716 (H) 210,006 5,649 -- 215,655
Depreciation and
Amortization ............. 65,422 2,477 43,655 1,748 (Q) 4,216 (I) 117,518 1,556 1,086 (D) 120,160
Foreign Currency Exchange... -- -- (7,473) -- 7,473 (J) -- -- -- --
Merger-related Expenses..... -- -- 2,361 -- (1,136) (K) 1,225 -- -- 1,225
--------- -------- -------- --------- --------- -------- -------- ----- --------
Total Operating
Expenses ............... 455,300 30,977 275,909 (7,648) 18,876 773,414 14,518 1,414 789,346
--------- -------- -------- --------- --------- -------- -------- ----- --------
Operating Income (Loss) ...... 64,249 (4,861) 66,353 7,648 (18,876) 114,513 2,754 (1,414) 115,853
Interest Expense, net ........ 54,425 1,210 52,363 855 (R) (765) (L) 108,088 365 3,396 (E) 111,849
Other Income, net............. 17 -- -- -- 7,473 (M) 7,490 -- -- 7,490
--------- -------- -------- --------- --------- -------- -------- ----- --------
Income (Loss) Before
Provision for Income Taxes
and Minority Interest ...... 9,841 (6,071) 13,990 6,793 (10,638) 13,915 2,389 (4,810) 11,494
Provision for Income Taxes ... 10,579 805 6,290 (223) (S) 1,242 (N) 18,693 896 (1,865)(F) 17,724
Minority Interests in
Earnings of Subsidiaries.. 322 -- -- 339 (T) -- 661 -- -- 661
--------- -------- -------- --------- --------- -------- -------- ----- --------
Income (Loss) from
Continuing Operations ..... $ (1,060) $(6,876) $ 7,700 $6,677 $(11,880) $ (5,439) $ 1,493 $(2,945) (6,891)
========= ======== ======== ========= ========= ======== ======== ===== =========
Loss from Continuing
Operations per Common
Share - Basic and Diluted.. $ (0.03) $ (0.13)
========= =========
Weighted Average Common
Shares Outstanding - Basic
and Diluted ............... 33,345 2,063 (U) 18,784 (O) 54,192 54,192
========= ========= ========= ======== =========
EBITDA ....................... $129,671 $(2,384) $104,896 $9,396 $ (8,323) $233,256 $ 4,310 (328) 237,238
========= ======== ======== ========= ========= ======== ======== ===== =========
(1) See Schedule A for detail of the 1999 Pro Forma Acquisitions. Includes
adjustments for the 1999 debt and equity offerings.
(2) Includes adjustments for the 1999 debt and equity offerings.
The accompanying notes are an integral part of these pro forma financial
statements.
18
SCHEDULE A
IRON MOUNTAIN INCORPORATED
SCHEDULE OF 1999 PRO FORMA ACQUISITIONS (1)
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS)
(UNAUDITED)
FIRST
IRON AMERICAN 1999
MOUNTAIN RECORDS DATA PRO FORMA
EUROPE MANAGEMENT BASE MEMOGARDE OTHER ACQUISITIONS
-------- ---------- -------- --------- --------- ------------
Revenues:
Storage .............................. $3,178 $ 1,687 $ 6,781 $1,847 $5,469 $18,962
Service and Storage Material Sales ... 2,032 1,165 415 902 2,640 7,154
-------- ---------- -------- --------- ----- ------------
Total Revenues ................... 5,210 2,852 7,196 2,749 8,109 26,116
Operating Expenses:
Cost of Sales (Excluding Depreciation) 2,624 1,816 3,254 826 4,098 12,618
Selling, General and Administrative .. 1,313 3,258 8,695 719 1,897 15,882
Depreciation and Amortization ........ 608 153 873 271 572 2,477
-------- -------- -------- -------- -------- --------
Total Operating Expenses ......... 4,545 5,227 12,822 1,816 6,567 30,977
-------- -------- -------- -------- -------- --------
Operating Income (Loss) .................. 665 (2,375) (5,626) 933 1,542 (4,861)
Interest Expense, net .................... 200 161 491 151 207 1,210
-------- -------- -------- -------- -------- --------
Income (Loss) Before Provision for Income
Taxes and Minority Interest ........... 465 (2,536) (6,117) 782 1,335 (6,071)
Provision for Income Taxes ............... 215 -- -- 408 182 805
-------- -------- -------- -------- -------- --------
Income (Loss) from Continuing Operations.. $ 250 $(2,536) $(6,117) $ 374 $1,153 $(6,876)
======== ======== ======== ======== ======== ========
EBITDA ................................... $1,273 $(2,222) $(4,753) $1,204 $2,114 $(2,384)
======== ======== ======== ======== ======== ========
- --------------------------------------------
(1) Represents historical results of operations for each 1999 Pro Forma
Acquisition for the period in 1999 prior to the time it was acquired,
unless otherwise noted. See "Overview" in the accompanying notes.
The accompanying notes are an integral part of these pro forma financial
statements.
19
IRON MOUNTAIN INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OVERVIEW
DSC ACQUISITION
On May 1, 2000, Iron Mountain acquired certain assets and assumed
certain liabilities of DSC pursuant to an agreement dated February 18, 2000.
The Company acquired substantially all of the operating assets and
liabilities of DSC excluding cash, real estate and long-term debt. Iron
Mountain did not acquire or assume any assets or liabilities associated with
DSC's Pensacola, Florida records management business. The acquisition is
being accounted for as a purchase and DSC will be included in Iron Mountain's
consolidated financial results from the date of acquisition. The accompanying
pro forma financial statements do not include adjustments to remove the
assets and liabilities or the results of operations related to DSC's
Pensacola, Florida records management business as the impact is immaterial.
Total consideration was $54.0 million in cash. The Company funded the
purchase with borrowings under its $400.0 million revolving credit facility.
The assets acquired by Iron Mountain included tangible personal property
(consisting primarily of office equipment, furniture and fixtures, motor
vehicles and racking) and intangible personal property regularly used in
DSC's records management business. Iron Mountain intends to use the acquired
property and equipment in the operation of its records management business in
the United States.
PIERCE LEAHY ACQUISITION
On February 1, 2000, Iron Mountain completed its merger with Pierce Leahy
for total consideration of approximately $1.1 billion, which consisted of common
stock, options to acquire common stock and the assumption of debt. Pierce Leahy
was the surviving legal entity and immediately changed its name to Iron Mountain
Incorporated. Although Pierce Leahy is the surviving legal entity, Iron Mountain
is considered the acquirer for accounting purposes.
The merger consideration resulted in the equivalent of a fixed exchange
ratio of 1.1 shares of Iron Mountain common stock for each share of Pierce Leahy
common stock. The exchange ratio was effected by Pierce Leahy paying, prior to
the merger, a stock dividend of one share of Pierce Leahy common stock for each
10 shares then outstanding. The Pierce Leahy common stock was exchanged for
shares of Iron Mountain common stock. Each outstanding share of Iron Mountain
common stock was converted into one share of common stock of the combined
entity.
The transaction has been accounted for as a reverse acquisition. The
purchase price of Pierce Leahy is based upon the fair value of Pierce Leahy
common stock and options to acquire Pierce Leahy common stock, the fair value of
the assumed debt on the date that the merger was completed and transaction
costs. As the common stock exchange ratio is fixed, the fair value of Pierce
Leahy common stock is based upon the stock price on the date the merger was
announced.
20
IRON MOUNTAIN INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The calculation of the purchase price as of February 1, 2000 is as follows (in
millions):
Fair Value of Common Stock Issued (1) $ 444.0
Fair Value of Stock Options (2) 25.0
Fair Value of Debt Assumed (3) 584.9
Transaction Costs 4.1
--------
Total Purchase Price $1,058.0
========
(1) Based on 18,783,813 outstanding shares of Pierce Leahy common stock at
February 1, 2000 at a fair value of $23.64 per share. Both the numbers of
shares and share price reflect an adjustment for Pierce Leahy's January
2000 10% stock dividend.
(2) Based on options to acquire 1,563,566 shares of Pierce Leahy common stock
at February 1, 2000 after giving effect to the January 2000 10% stock
dividend.
(3) Calculated based on the outstanding balances and the quoted market prices
when the merger was completed on February 1, 2000.
A number of Pierce Leahy shareholders are parties to a certain
shareholders' agreement, dated October 20, 1999. This agreement restricts the
ability of these shareholders to sell 5.7 million shares of Iron Mountain
common stock (after giving effect to the stock dividend) for up to five years
after the merger. Iron Mountain may obtain an appraisal to determine the fair
value of these restricted shares. Iron Mountain believes that, due to these
restrictions, the actual fair value of these restricted shares could be less
than the $23.64 per share value used for purposes of calculating the purchase
price. Accordingly, Iron Mountain would record a corresponding decrease in
equity, goodwill and goodwill amortization from the amounts used in the
accompanying pro forma financial statements. If the resale restrictions
result in a 10% discount to the fair value of the shares, there would be a
reduction of approximately $13 million of equity and goodwill and $0.5
million of goodwill amortization annually.
1999 PRO FORMA ACQUISITIONS
In January 1999, Iron Mountain acquired a controlling 50.1% interest in
Iron Mountain Europe (f.k.a. Britannia Data Management Limited) for total
consideration of $49.3 million, consisting of cash and the capital stock of
Arcus Data Security Limited, the Company's existing data security services
business in London. In April 1999, Iron Mountain acquired Data Base and
related real estate for total consideration of $115.0 million, consisting of
cash, assumed debt and common stock. In April 1999, Iron Mountain also
acquired FARM for total consideration of $41.5 million in cash. In June 1999,
Iron Mountain Europe acquired a controlling 50.1% interest in Memogarde for
total consideration of $16.9 million, consisting of cash and assumed debt.
The aggregate purchase price for the four remaining 1999 pro forma
acquisitions, comprising Midtown, Central File, Iron Mountain Europe's
acquisition of Stortext and a 50.1% interest in Sistemas de Archivo
Corporativo, was $30.3 million in cash and assumed debt. All of these
acquisitions are referred to collectively as the "1999 Pro Forma
Acquisitions".
IRON MOUNTAIN EUROPE
In January 1999, Iron Mountain purchased a controlling 50.1% interest in
Iron Mountain Europe for total consideration of $49.3 million, consisting of
cash and the capital stock of Arcus Data Security Limited.
Iron Mountain Europe has an April 30 fiscal year end. Iron Mountain
consolidates Iron Mountain Europe using an October 31 fiscal year end.
Accordingly, the Iron Mountain Pro Forma Statements of Operations for the year
ended December 31, 1999 include Iron Mountain Europe's results for the year
ended October 31, 1999.
21
IRON MOUNTAIN INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The financial statements of Iron Mountain Europe, Memogarde and Stortext
have been prepared in accordance with U.S. generally accepted accounting
principles and have been translated into U.S. dollars in accordance with
Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation." The functional currencies of Iron Mountain Europe, Memogarde, and
Stortext are Pounds Sterling, French Francs and Pounds Sterling, respectively.
The assets and liabilities have been translated into U.S. dollars at the
exchange rate in effect at the end of the period translated. Revenues and
expenses have been translated into U.S. dollars at the average exchange rate in
effect during the period translated. Gains and losses that result from
translating assets and liabilities into U.S. dollars are included in
stockholders' equity as a cumulative translation adjustment. The amount of the
cumulative translation loss as of December 31, 1999 included in stockholders'
equity in the accompanying Iron Mountain Pro Forma Balance Sheet is $1.2
million.
DATA BASE ACQUISITION
On April 8, 1999, Iron Mountain acquired Data Base and related real estate
for $115.0 million including transaction costs. As part of the total
consideration, Iron Mountain issued 1,476,577 shares of common stock with a fair
value of $46.0 million. On May 18, 1999, Iron Mountain repurchased all of the
shares issued in connection with the Data Base acquisition from the former
shareholders of Data Base for $39.5 million, with a portion of the net proceeds
from the 1999 equity offering.
BALANCE SHEET
The aggregate consideration paid for the 1999 Pro Forma Acquisitions and
the Pierce Leahy and DSC acquisitions was $1.4 billion. The excess of the
purchase price over the book value of the net assets acquired for each of the
acquisitions was allocated to tangible and intangible assets, based on our
estimate of the fair value of the net assets acquired. The following
allocation of the aggregate purchase price of the DSC acquisition is based on
the fair value of net assets acquired as of March 31, 2000 and is subject to
adjustment, based on the final determination of the fair value as of May 1,
2000. Management believes that the final allocation of the purchase price of
the 1999 Pro Forma Acquisitions will not differ materially from the
preliminary estimated amounts.
22
IRON MOUNTAIN INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
DSC: (in millions)
Current Assets ............................................... $ 1.9
Property, Plant and Equipment ................................ 4.1
Goodwill ..................................................... 45.8
Other Long-term Assets ....................................... 3.2
Current Liabilities .......................................... (1.0)
--------
Purchase Price of DSC ....................................... 54.0
PIERCE LEAHY (1):
Current Assets ............................................... $ 76.6
Property, Plant and Equipment ................................ 279.8
Goodwill ..................................................... 787.5
Other Long-term Assets ....................................... 8.1
Current Liabilities .......................................... (83.5)
Deferred Income Taxes ........................................ (10.5)
--------
Purchase Price of Pierce Leahy .............................. 1,058.0
1999 PRO FORMA ACQUISITIONS:
Current Assets ............................................... $ 32.2
Property, Plant and Equipment ................................ 69.3
Goodwill ..................................................... 235.9
Other Long-term Assets ....................................... 2.2
Current Liabilities .......................................... (25.9)
Deferred Income Taxes ........................................ (2.1)
Long-term Debt ............................................... (15.2)
Other Long-term Liabilities .................................. (0.1)
Minority Interest ............................................ (43.1)
--------
Purchase Price of 1999 Pro Forma Acquisitions .............. $ 253.2
--------
Total Purchase Price of DSC, Pierce Leahy and the 1999
Pro Forma Acquisitions ................................... $1,365.2
========
(1) The purchase price allocation is preliminary and is subject to finalization
of the assessment of the fair value of fixed assets, operating leases,
restricted common stock and deferred income taxes.
23
IRON MOUNTAIN INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The 1999 Pro Forma Acquisitions are assumed to be financed as follows (in
millions):
Fair value of common stock issued .............................. $ 46.0
Net proceeds from the 1999 debt offering ....................... 145.0
Net proceeds from the 1999 equity offering ..................... 41.3
Borrowing's under Iron Mountain Europe's line of credit ........ 13.6
Assumption of long-term debt ................................... 4.8
Capital Stock of Arcus Data Security Limited ................... 2.5
------
Purchase Price of 1999 Pro Forma Acquisitions ................ $ 253.2
=======
The accompanying Pro Forma Balance Sheet as of March 31, 2000 has been prepared
as if the DSC acquisition had been completed as of March 31, 2000 and reflects
the following pro forma adjustments:
(A) Pro forma adjustments to assets consist of the following (in millions):
PROPERTY, OTHER
CURRENT PLANT & LONG-TERM
ASSETS EQUIPMENT GOODWILL ASSETS
-------- --------- -------- ----------
Reverse assets not acquired ........................ $(0.0) $(4.0) $ -- $ --
Reverse DSC's historical goodwill .................. -- -- (1.5) --
Record goodwill related to the acquisition ......... -- -- 45.8 --
Adjust the fair value of other long-term assets
consisting of customer acquisition costs ......... -- -- -- (0.2)
Record non-compete agreements in connection with the
acquisition ........................................ -- -- -- 3.0
----- ------- -------- -----
Total Adjustments ........................... $(0.0) $(4.0) $44.3 $ 2.8
===== ======= ======== ======
(B) Pro forma adjustments to liabilities and shareholders' equity consist of the
following (in millions):
CURRENT LONG-TERM SHAREHOLDERS'
LIABILITIES DEBT EQUITY
----------- ---------- -------------
Reverse liabilities and equity not assumed ............. $(0.8) $(2.8) $(7.2)
Record debt incurred as a result of the transaction .... -- 54.0 --
------------ ---------- -------------
Total Adjustments ............................... $(0.8) $51.2 $(7.2)
============ ========== =============
24
IRON MOUNTAIN INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
STATEMENTS OF OPERATIONS
PRO FORMA ADJUSTMENTS - DSC
The accompanying Pro Forma Statements of Operations for the three months
ended March 31, 2000 and the year ended December 31, 1999 have been prepared
as if the DSC acquisition had occurred on January 1, 1999 and reflects the
following pro forma adjustments (in millions):
(C) To adjust rent expense to new lease rates negotiated in connection with
the acquisition.
(D) To reflect additional depreciation expense based on the fair value of the
assets acquired and the remaining useful lives and the amortization of
goodwill. Plant and equipment are depreciated over three to 15 years,
goodwill is amortized over 30 years and covenants not-to-compete are
amortized over five years on a straight-line basis.
(E) Pro forma adjustments to interest expense consist of the following:
THREE MONTHS ENDED YEAR ENDED
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
Reverse interest expense on debt of DSC retired or not assumed......... $ (0.1) $ (0.4)
Record interest expense on the additional debt used to finance
the DSC acquisition assumed to be financed under our
revolving credit facility ........................................... 1.0 3.8
-------- --------
Total .................................................... $ 0.9 $ 3.4
======== ========
(F) To adjust the provision for income taxes to a 40% rate on pro forma income.
PRO FORMA ADJUSTMENTS - PIERCE LEAHY
The accompanying Pro Forma Statements of Operations for the three months
ended March 31, 2000 and the year ended December 31, 1999 have been prepared as
if the Pierce Leahy acquisition had occurred on January 1, 1999 and reflects the
following pro forma adjustments (in millions):
THREE MONTHS ENDED YEAR ENDED
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
(G) Costs of Sales (excluding depreciation)
To reflect the normalization of rent expense ............................ $ -- $ 0.2
To conform Pierce Leahy's classification of cost of sales and
selling, general and administrative expenses to Iron
Mountain's classification ............................................... (2.4) (20.6)
------- --------
$(2.4) $(20.4)
======= ========
25
IRON MOUNTAIN INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
THREE MONTHS ENDED YEAR ENDED
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
(H) Selling, General and Administrative
To conform Pierce Leahy's classification of cost of sales and
selling, general and administrative expenses to Iron
Mountain's classification .............................................. $ 2.4 $ 20.6
To conform Pierce Leahy's accounting for customer acquisition
costs to Iron Mountain's accounting .................................... -- 8.1
-------- ---------
$ 2.4 $ 28.7
======== ========
(I) Depreciation and Amortization
Amortization of goodwill created in the merger based on a
30-year life ........................................................... $ 1.2 $ 14.4
To adjust depreciation and amortization for Iron Mountain's
estimation of useful lives of Pierce Leahy's fixed assets and
intangible assets ...................................................... (0.9) (10.7)
------- --------
$ 0.3 $ 4.2
======= ========
(J) Foreign Currency Exchange
To conform Pierce Leahy's classification of foreign currency
exchange gain to Iron Mountain's classification ........................ $(0.1) $ 7.5
======== ========
(K) Merger-related Expenses
To reverse expenses directly attributable to the acquisition and
expensed by Pierce Leahy. These expenses consist of compensation expense
related to the acceleration of certain stock options, financial advisor,
legal, accounting and SEC fees ........................................ $(3.2) $ (1.1)
======== ========
(L) Interest Expense
Reverse amortization of Pierce Leahy's deferred financing costs in
connection with the adjustment to fair value of debt assumed .......... $(0.1) (1.6)
Record the amortization related to fair value adjustment of
debt assumed .......................................................... -- 0.2
Record amortization of deferred financing costs in connection
with the new credit facility .......................................... 0.1 0.4
Record interest on borrowings associated with the transaction
costs of the merger, registration of shares of common stock
and deferred financing costs associated with the credit
agreement amendment ................................................... -- 0.7
Reverse interest on Pierce Leahy's revolving credit facility .......... (1.4) (12.3)
Record interest on Iron Mountain's revolving credit facility
at 6.95% .............................................................. 1.1 10.7
Record interest on additional debt incurred by Pierce Leahy
through February 1, 2000 .............................................. -- 1.1
-------- ---------
$ (0.3) $ (0.8)
======= =========
26
IRON MOUNTAIN INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The impact of a 1/8% change in the interest rate on pro forma borrowings
under Iron Mountain's revolving credit facility for the three months ended March
31, 2000 and the year ended December 31, 1999 are $0.1 million and $0.3 million,
respectively.
THREE MONTHS ENDED YEAR ENDED
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
(M) Other Income, net
To conform Pierce Leahy's classification of foreign
currency exchange gain to Iron Mountain's classification ............... $ (0.1) $ 7.5
========= ======
(N) Provision for Income Taxes
To adjust the provision for income taxes to a 40% rate on pro
forma income before nondeductible goodwill and other
nondeductible expenses.................................................. $ 1.3 $ 1.2
========= ======
(O) To adjust the pro forma weighted average common shares
outstanding as if the merger with Pierce Leahy had occurred on
January 1, 1999, including the effect of the 10% stock
dividend ............................................................... 6,399 18,784
========= ======
PRO FORMA ADJUSTMENTS - 1999 PRO FORMA ACQUISITIONS AND FINANCING TRANSACTIONS
The accompanying Pro Forma Statement of Operations for the year ended
December 31, 1999 has been prepared as if the 1999 Pro Forma Acquisitions,
the 1999 equity offering, and the 1999 debt offering had occurred on
January 1, 1999 and reflect the following pro forma adjustments:
(P) To reverse one-time bonus payments, other non-recurring compensation
expenses and broker's fees directly attributable to the Data Base and FARM
acquisitions.
(Q) To reflect additional depreciation expense based on the fair value of the
assets acquired and the remaining useful lives and the amortization of
goodwill. Property, plant and equipment are depreciated over three to 50
years, goodwill is amortized over 25 to 30 years, software is amortized
over three years and covenants not-to-compete are amortized over two to
five years on a straight-line basis.
27
IRON MOUNTAIN INCORPORATED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(R) Pro forma adjustments to interest expense consist of the following (in
millions):
YEAR ENDED
DECEMBER 31, 1999
------------------
ACQUISITION ADJUSTMENTS:
Reverse interest expense on debt of the acquired companies
retired or not assumed ...................................... $ (0.8)
Record interest expense on the additional debt used to finance
the 1999 acquisitions assumed to be financed under our
revolving credit facility ................................... 2.4
FINANCING ADJUSTMENTS:
Reverse interest expense on our revolving credit facility debt
assumed to be retired with the net proceeds from the 1999
debt offering and a portion of the net proceeds from the
1999 equity offering .............................................. $(4.5)
Record interest expense related to our 1999 debt offering,
including amortization of deferred financing fees ................. 3.8
--------
Total Acquisition and Financing Adjustments ................... $ 0.9
=======
(S) To adjust the provision for income taxes to a 40% rate on domestic pro forma
income before nondeductible goodwill amortization and other nondeductible
expenses, and adjust to foreign statutory rates on foreign pro forma
income before nondeductible goodwill.
(T) To record the 49.9% minority interest in the net income of Memogarde,
Stortext, Sistemas de Archivo Corporativo and Iron Mountain Europe.
(U) To adjust the pro forma weighted average common shares outstanding as if
the 1999 Pro Forma Acquisitions, the 1999 equity offering, and the 1999
debt offering had occurred on January 1, 1999. The number of shares of
common stock issued and repurchased, and the adjustments, are as follows
(in thousands):
Total
Number of
Shares Issued Year Ended
TRANSACTIONS: or Repurchased December 31, 1999
-------------- -----------------
1999 equity offering ........... 5,750 2,063
Data Base ...................... 1,477 393
Repurchase of Data Base shares.. (1,477) (393)
--------- ---------
Net shares issued .......... 5,750 2,063
========= =========
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IRON MOUNTAIN INCORPORATED
(Registrant)
MAY 15, 2000 By: /S/ JEAN A. BUA
(date) ----------------------------------
Jean A. Bua
Vice President and Corporate Controller
(Principal Accounting Officer)
29