Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors

12 Months Ended

Dec. 31, 2010

Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors

Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors

5. 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, 2009 and 2010 and for the years ended December 31, 2008, 2009 and 2010.

The Parent Notes and the Subsidiary Notes are guaranteed by the subsidiaries referred to below as the “Guarantors.” These subsidiaries are 100% owned by the Parent. The guarantees are full and unconditional, as well as joint and several.

Additionally, IMI guarantees the 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 Subsidiary Notes are referred to below as the “Non-Guarantors.”

	December 31, 2009
					Canada		Non-
	Parent		Guarantors		Company		Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	—	$	382,588	$	3,906	$	60,162	$	—		$	446,656
Accounts Receivable	—		343,486		36,776		160,002		—			540,264
Intercompany Receivable	1,047,805		—		8,886		—		(1,056,691		)	—
Assets of Discontinued Operations (See Note 14)	—		51,654		—		2,062		—			53,716
Other Current Assets	4,216		111,310		10,367		44,896		—			170,789
Total Current Assets	1,052,021		889,038		59,935		267,122		(1,056,691		)	1,211,425
Property, Plant and Equipment, Net	—		1,568,017		197,272		752,745		—			2,518,034
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	2,192,476		1,000		—		—		(2,193,476		)	—
Investment in Subsidiaries	1,797,439		1,534,577		—		—		(3,332,016		)	—
Goodwill	—		1,609,719		191,856		574,320		—			2,375,895
Other	32,837		251,455		12,210		181,710		(457		)	477,755
Assets of Discontinued Operations (See Note 14)	—		247,785		—		15,940		—			263,725
Total Other Assets, Net	4,022,752		3,644,536		204,066		771,970		(5,525,949		)	3,117,375
Total Assets	$	5,074,773	$	6,101,591	$	461,273	$	1,791,837	$	(6,582,640	)	$	6,846,834
Liabilities and Equity
Intercompany Payable	$	—	$	999,182	$	—	$	57,509	$	(1,056,691	)	$	—
Current Portion of Long-term Debt	4,639		25,024		2,170		7,647		—			39,480
Total Other Current Liabilities	62,987		427,427		31,664		197,894		—			719,972
Liabilities of Discontinued Operations (See Note 14)	—		53,130		—		2,132		—			55,262
Long-term Debt, Net of Current Portion	2,848,927		76,728		181,318		104,250		—			3,211,223
Long-term Notes Payable to Affiliates and Intercompany Payable	1,000		2,192,476		—		—		(2,193,476		)	—
Other Long-term Liabilities	3,853		531,684		24,025		90,045		(457		)	649,150
Liabilities of Discontinued Operations (See Note 14)	—		12,549		—		1,727		—			14,276
Commitments and Contingencies (See Note 10)
Total Iron Mountain Incorporated Stockholders’ Equity	2,153,367		1,783,391		222,096		1,326,529		(3,332,016		)	2,153,367
Noncontrolling Interests	—		—		—		4,104		—			4,104
Total Equity	2,153,367		1,783,391		222,096		1,330,633		(3,332,016		)	2,157,471
Total Liabilities and Equity	$	5,074,773	$	6,101,591	$	461,273	$	1,791,837	$	(6,582,640	)	$	6,846,834

	December 31, 2010
					Canada		Non-
	Parent		Guarantors		Company		Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	13,909	$	121,584	$	37,652	$	85,548	$	—		$	258,693
Restricted Cash	35,105		—		—		—		—			35,105
Accounts Receivable	—		327,842		41,562		163,666		—			533,070
Intercompany Receivable	1,344,802		—		9,281		—		(1,354,083		)	—
Assets of Discontinued Operations (See Note 14)	—		184,790		—		17,936		—			202,726
Other Current Assets	2,601		121,681		10,878		41,048		—			176,208
Total Current Assets	1,396,417		755,897		99,373		308,198		(1,354,083		)	1,205,802
Property, Plant and Equipment, Net	—		1,522,073		208,020		745,734		—			2,475,827
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	1,381,546		1,000		—		—		(1,382,546		)	—
Investment in Subsidiaries	1,863,957		1,599,133		—		—		(3,463,090		)	—
Goodwill	—		1,525,960		203,345		552,832		—			2,282,137
Other	27,304		236,497		13,601		168,679		(114		)	445,967
Total Other Assets, Net	3,272,807		3,362,590		216,946		721,511		(4,845,750		)	2,728,104
Total Assets	$	4,669,224	$	5,640,560	$	524,339	$	1,775,443	$	(6,199,833	)	$	6,409,733
Liabilities and Equity
Intercompany Payable	$	—	$	1,325,593	$	—	$	28,490	$	(1,354,083	)	$	—
Current Portion of Long-term Debt	56,407		24,393		2,606		13,197		—			96,603
Total Other Current Liabilities	92,339		388,242		42,614		180,626		—			703,821
Liabilities of Discontinued Operations (See Note 14)	—		53,374		—		3,848		—			57,222
Long-term Debt, Net of Current Portion	2,559,780		67,504		191,010		94,171		—			2,912,465
Long-term Notes Payable to Affiliates and Intercompany Payable	1,000		1,381,546		—		—		(1,382,546		)	—
Other Long-term Liabilities	3,853		551,961		27,585		93,075		(114		)	676,360
Commitments and Contingencies (See Note 10)
Total Iron Mountain Incorporated Stockholders’ Equity	1,955,845		1,847,947		260,524		1,354,619		(3,463,090		)	1,955,845
Noncontrolling Interests	—		—		—		7,417		—			7,417
Total Equity	1,955,845		1,847,947		260,524		1,362,036		(3,463,090		)	1,963,262
Total Liabilities and Equity	$	4,669,224	$	5,640,560	$	524,339	$	1,775,443	$	(6,199,833	)	$	6,409,733

	Year Ended December 31, 2008
							Canada			Non-
	Parent			Guarantors			Company			Guarantors			Eliminations			Consolidated
Revenues:
Storage	$	—		$	1,030,998		$	92,532		$	380,969		$	—		$	1,504,499
Service	—			854,012			98,355			393,690			—			1,346,057
Total Revenues	—			1,885,010			190,887			774,659			—			2,850,556
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)	—			832,879			84,216			408,446			—			1,325,541
Selling, General and Administrative	109			512,965			33,175			219,929			—			766,178
Depreciation and Amortization	182			164,539			13,755			78,779			—			257,255
Loss (Gain) on Disposal/Writedown of Property, Plant and Equipment, Net	—			7,568			21			(67		)	—			7,522
Total Operating Expenses	291			1,517,951			131,167			707,087			—			2,356,496
Operating (Loss) Income	(291		)	367,059			59,720			67,572			—			494,060
Interest Expense (Income), Net	209,712			(42,925		)	46,849			8,812			—			222,448
Other (Income) Expense, Net	(125,361		)	(1,771		)	(351		)	158,988			—			31,505
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(84,642		)	411,755			13,222			(100,228		)	—			240,107
Provision (Benefit) for Income Taxes	—			142,756			(3,682		)	8,152			—			147,226
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(166,679		)	95,532			—			—			71,147			—
Income (Loss) from Continuing Operations	82,037			173,467			16,904			(108,380		)	(71,147		)	92,881
(Loss) Income from Discontinued Operations (see Note 14)	—			(10,130		)	—			(808		)	—			(10,938		)
Net Income (Loss)	82,037			163,337			16,904			(109,188		)	(71,147		)	81,943
Less: Net (Loss) Income Attributable to Noncontrolling Interests	—			—			—			(94		)	—			(94		)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	82,037		$	163,337		$	16,904		$	(109,094	)	$	(71,147	)	$	82,037

	Year Ended December 31, 2009
							Canada			Non-
	Parent			Guarantors			Company			Guarantors			Eliminations			Consolidated
Revenues:
Storage	$	—		$	1,096,548		$	93,244		$	352,544		$	—		$	1,542,336
Service	—			825,393			96,764			340,172			—			1,262,329
Total Revenues	—			1,921,941			190,008			692,716			—			2,804,665
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)	—			778,296			80,205			356,288			—			1,214,789
Selling, General and Administrative	92			523,698			32,127			201,589			—			757,506
Depreciation and Amortization	231			189,990			15,717			74,867			—			280,805
Loss (Gain) on Disposal/Writedown of Property, Plant and Equipment, Net	—			1,205			123			(1,160		)	—			168
Total Operating Expenses	323			1,493,189			128,172			631,584			—			2,253,268
Operating (Loss) Income	(323		)	428,752			61,836			61,132			—			551,397
Interest Expense (Income), Net	202,947			(41,320		)	42,066			10,947			—			214,640
Other Expense (Income), Net	44,642			(5,131		)	(2		)	(51,995		)	—			(12,486		)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(247,912		)	475,203			19,772			102,180			—			349,243
Provision (Benefit) for Income Taxes	—			102,295			3,624			9,399			—			115,318
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(468,789		)	(102,601		)	—			—			571,390			—
Income (Loss) from Continuing Operations	220,877			475,509			16,148			92,781			(571,390		)	233,925
(Loss) Income from Discontinued Operations (see Note 14)	—			(10,168		)	—			(1,451		)	—			(11,619		)
Net Income (Loss)	220,877			465,341			16,148			91,330			(571,390		)	222,306
Less: Net Income (Loss) Attributable to Noncontrolling Interests	—			—			—			1,429			—			1,429
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	220,877		$	465,341		$	16,148		$	89,901		$	(571,390	)	$	220,877

	Year Ended December 31, 2010
							Canada		Non-
	Parent			Guarantors			Company		Guarantors			Eliminations			Consolidated
Revenues:
Storage	$	—		$	1,116,629		$	110,768	$	380,404		$	—		$	1,607,801
Service	—			839,511			113,498		355,846			—			1,308,855
Total Revenues	—			1,956,140			224,266		736,250			—			2,916,656
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)	—			746,479			86,352		371,623			—			1,204,454
Selling, General and Administrative	68			516,664			36,587		224,561			—			777,880
Depreciation and Amortization	223			201,534			18,818		86,798			—			307,373
Goodwill Impairment	—			84,611			—		1,298			—			85,909
(Gain) Loss on Disposal/Writedown of Property, Plant and Equipment, Net	—			(1,039		)	196		(10,151		)	—			(10,994		)
Total Operating Expenses	291			1,548,249			141,953		674,129			—			2,364,622
Operating (Loss) Income	(291		)	407,891			82,313		62,121			—			552,034
Interest Expense (Income), Net	194,689			(41,770		)	44,898		8,693			—			206,510
Other (Income) Expense, Net	(22,662		)	(1,882		)	18		33,561			—			9,035
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(172,318		)	451,543			37,397		19,867			—			336,489
Provision (Benefit) for Income Taxes	—			153,666			11,142		4,661			—			169,469
Equity in the (Earnings) Losses of Subsidiaries, Net of Tax	(118,418		)	(34,014		)	—		—			152,432			—
(Loss) Income from Continuing Operations	(53,900		)	331,891			26,255		15,206			(152,432		)	167,020
(Loss) Income from Discontinued Operations (see Note 14)	—			(215,479		)	—		(533		)	—			(216,012		)
Net (Loss) Income	(53,900		)	116,412			26,255		14,673			(152,432		)	(48,992		)
Less: Net Income (Loss) Attributable to Noncontrolling Interests	—			—			—		4,908			—			4,908
Net (Loss) Income Attributable to Iron Mountain Incorporated	$	(53,900	)	$	116,412		$	26,255	$	9,765		$	(152,432	)	$	(53,900	)

	Year Ended December 31, 2008
							Canada			Non-
	Parent			Guarantors			Company			Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(175,781	)	$	545,445		$	14,041		$	129,228		$	—		$	512,933
Cash Flows from Operating Activities-Discontinued Operations	—			24,982			—			(886		)	—			24,096
Cash Flows from Operating Activities	(175,781		)	570,427			14,041			128,342			—			537,029
Cash Flows from Investing Activities:
Capital expenditures	—			(190,716		)	(12,493		)	(150,613		)	—			(353,822		)
Cash paid for acquisitions, net of cash acquired	—			(35,424		)	—			(21,208		)	—			(56,632		)
Intercompany loans to subsidiaries	50,007			(57,558		)	—			—			7,551			—
Investment in subsidiaries	(12,970		)	(12,970		)	—			—			25,940			—
Additions to customer relationship and acquisition costs	—			(8,795		)	(416		)	(4,930		)	—			(14,141		)
Investments in joint ventures	—			—			—			(1,709		)	—			(1,709		)
Proceeds from sales of property and equipment and other, net	—			927			33			(1,310		)	—			(350		)
Cash Flows from Investing Activities-Continuing Operations	37,037			(304,536		)	(12,876		)	(179,770		)	33,491			(426,654		)
Cash Flows from Investing Activities-Discontinued Operations	(1,374		)	(32,819		)	—			(1,495		)	2,748			(32,940		)
Cash Flows from Investing Activities	35,663			(337,355		)	(12,876		)	(181,265		)	36,239			(459,594		)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt	(880,451		)	(14,993		)	(44,729		)	(17,158		)	—			(957,331		)
Proceeds from revolving credit and term loan facilities and other debt	776,650			114			11,212			10,313			—			798,289
Early retirement of senior subordinated notes	(71,881		)	—			—			—			—			(71,881		)
Net proceeds from sale of senior subordinated notes	295,500			—			—			—			—			295,500
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	—			—			—			960			—			960
Intercompany loans from parent	—			(49,856		)	35,856			21,551			(7,551		)	—
Equity contribution from parent	—			12,970			—			12,970			(25,940		)	—
Proceeds from exercise of stock options and employee stock purchase plan	16,145			—			—			—			—			16,145
Excess tax benefits from stock-based compensation	5,112			—			—			—			—			5,112
Payment of debt financing costs	(957		)	—			(28		)	—			—			(985		)
Cash Flows from Financing Activities-Continuing Operations	140,118			(51,765		)	2,311			28,636			(33,491		)	85,809
Cash Flows from Financing Activities-Discontinued Operations	—			1,374			—			2,933			(2,748		)	1,559
Cash Flows from Financing Activities	140,118			(50,391		)	2,311			31,569			(36,239		)	87,368
Effect of exchange rates on cash and cash equivalents	—			—			(1,936		)	(10,104		)	—			(12,040		)
Increase (Decrease) in cash and cash equivalents	—			182,681			1,540			(31,458		)	—			152,763
Cash and cash equivalents, beginning of period	—			27,955			15,529			82,123			—			125,607
Cash and cash equivalents, end of period	$	—		$	210,636		$	17,069		$	50,665		$	—		$	278,370

	Year Ended December 31, 2009
							Canada			Non-
	Parent			Guarantors			Company			Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(186,314	)	$	602,593		$	38,154		$	131,330		$	—		$	585,763
Cash Flows from Operating Activities-Discontinued Operations	—			31,470			—			(322		)	—			31,148
Cash Flows from Operating Activities	(186,314		)	634,063			38,154			131,008			—			616,911
Cash Flows from Investing Activities:
Capital expenditures	—			(153,995		)	(22,042		)	(114,912		)	—			(290,949		)
Cash paid for acquisitions, net of cash acquired	—			(256		)	—			(1,777		)	—			(2,033		)
Intercompany loans to subsidiaries	284,604			17,807			—			—			(302,411		)	—
Investment in subsidiaries	(164,256		)	(164,256		)	—			—			328,512			—
Additions to customer relationship and acquisition costs	—			(6,711		)	(520		)	(3,510		)	—			(10,741		)
Investments in joint ventures	—			—			—			(3,114		)	—			(3,114		)
Proceeds from sales of property and equipment and other, net	—			3,717			45			829			—			4,591
Cash Flows from Investing Activities-Continuing Operations	120,348			(303,694		)	(22,517		)	(122,484		)	26,101			(302,246		)
Cash Flows from Investing Activities-Discontinued Operations	—			(20,261		)	—			(1,559		)	—			(21,820		)
Cash Flows from Investing Activities	120,348			(323,955		)	(22,517		)	(124,043		)	26,101			(324,066		)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt	(54,150		)	(18,438		)	(192,097		)	(19,701		)	—			(284,386		)
Proceeds from revolving credit and term loan facilities and other debt	—			—			—			33,944			—			33,944
Early retirement of senior subordinated notes	(447,874		)	—			—			—			—			(447,874		)
Net proceeds from sale of senior subordinated notes	539,688			—			—			—			—			539,688
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	—			—			—			1,064			—			1,064
Intercompany loans from parent	—			(283,974		)	5,751			(24,188		)	302,411			—
Equity contribution from parent	—			164,256			156,655			7,601			(328,512		)	—
Proceeds from exercise of stock options and employee stock purchase plan	24,233			—			—			—			—			24,233
Excess tax benefits from stock-based compensation	5,532			—			—			—			—			5,532
Payment of debt financing costs	(1,463		)	—			(37		)	(55		)	—			(1,555		)
Cash Flows from Financing Activities-Continuing Operations	65,966			(138,156		)	(29,728		)	(1,335		)	(26,101		)	(129,354		)
Cash Flows from Financing Activities-Discontinued Operations	—			—			—			(338		)	—			(338		)
Cash Flows from Financing Activities	65,966			(138,156		)	(29,728		)	(1,673		)	(26,101		)	(129,692		)
Effect of exchange rates on cash and cash equivalents	—			—			928			4,205			—			5,133
Increase (Decrease) in cash and cash equivalents	—			171,952			(13,163		)	9,497			—			168,286
Cash and cash equivalents, beginning of period	—			210,636			17,069			50,665			—			278,370
Cash and cash equivalents, end of period	$	—		$	382,588		$	3,906		$	60,162		$	—		$	446,656

	Year Ended December 31, 2010
							Canada			Non-
	Parent			Guarantors			Company			Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(180,588	)	$	578,159		$	56,113		$	149,631		$	—		$	603,315
Cash Flows from Operating Activities-Discontinued Operations	—			19,347			—			2,478			—			21,825
Cash Flows from Operating Activities	(180,588		)	597,506			56,113			152,109			—			625,140
Cash Flows from Investing Activities:
Capital expenditures	—			(137,937		)	(16,593		)	(105,007		)	—			(259,537		)
Cash paid for acquisitions, net of cash acquired	—			(1,970		)	(3,705		)	(13,348		)	—			(19,023		)
Intercompany loans to subsidiaries	577,316			34,465			—			—			(611,781		)	—
Investment in subsidiaries	(10,258		)	(35,124		)	—			—			45,382			—
Investment in restricted cash	(35,102		)	—			—			—			—			(35,102		)
Additions to customer relationship and acquisition costs	—			(9,332		)	(594		)	(3,276		)	—			(13,202		)
Proceeds from sales of property and equipment and other, net	—			5,867			93			16,677			—			22,637
Cash Flows from Investing Activities-Continuing Operations	531,956			(144,031		)	(20,799		)	(104,954		)	(566,399		)	(304,227		)
Cash Flows from Investing Activities-Discontinued Operations	(1,796		)	(129,972		)	—			(267		)	3,592			(128,443		)
Cash Flows from Investing Activities	530,160			(274,003		)	(20,799		)	(105,221		)	(562,807		)	(432,670		)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt	(4,100		)	(24,226		)	(2,504		)	(71,832		)	—			(102,662		)
Proceeds from revolving credit and term loan facilities and other debt	—			—			—			53,567			—			53,567
Early retirement of senior subordinated notes	(202,584		)	—			—			—			—			(202,584		)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	—			—			—			169			—			169
Intercompany loans from parent	—			(572,335		)	122			(39,568		)	611,781			—
Equity contribution from parent	—			10,258			—			35,124			(45,382		)	—
Stock repurchases	(111,563		)	—			—			—			—			(111,563		)
Parent cash dividends	(37,893		)	—			—			—			—			(37,893		)
Proceeds from exercise of stock options and employee stock purchase plan	18,225			—			—			—			—			18,225
Excess tax benefits from stock-based compensation	2,252			—			—			—			—			2,252
Cash Flows from Financing Activities-Continuing Operations	(335,663		)	(586,303		)	(2,382		)	(22,540		)	566,399			(380,489		)
Cash Flows from Financing Activities-Discontinued Operations	—			1,796			—			1,051			(3,592		)	(745		)
Cash Flows from Financing Activities	(335,663		)	(584,507		)	(2,382		)	(21,489		)	562,807			(381,234		)
Effect of exchange rates on cash and cash equivalents	—			—			814			(13		)	—			801
Increase (Decrease) in cash and cash equivalents	13,909			(261,004		)	33,746			25,386			—			(187,963		)
Cash and cash equivalents, beginning of period	—			382,588			3,906			60,162			—			446,656
Cash and cash equivalents, end of period	$	13,909		$	121,584		$	37,652		$	85,548		$	—		$	258,693