Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors |
Selected Consolidated Financial Statements of Parent, Guarantors, Canada Company and Non-Guarantors The following data summarizes the consolidating results of IMI on the equity method of accounting as of December 31, 2014 and March 31, 2015 and for the three months ended March 31, 2014 and 2015 and are prepared on the same basis as the consolidated financial statements. The Parent Notes, CAD Notes and GBP Notes are guaranteed by the subsidiaries referred to below as the Guarantors. These subsidiaries are 100% owned by IMI. The guarantees are full and unconditional, as well as joint and several. Additionally, IMI and the Guarantors guarantee the CAD Notes, which were issued by Canada Company, and the GBP Notes, which were issued by IME. Canada Company and IME do not guarantee the Parent Notes. The subsidiaries that do not guarantee the Parent Notes, the CAD Notes and the GBP Notes, including IME and the Special Purpose Subsidiaries but excluding Canada Company, are referred to below as the Non-Guarantors. In the normal course of business we periodically change the ownership structure of our subsidiaries to meet the requirements of our business. In the event of such changes, we recast the prior period financial information within this footnote to conform to the current period presentation in the period such changes occur. Generally, these changes do not alter the designation of the underlying subsidiaries as Guarantors or Non-Guarantors. However, they may change whether the underlying subsidiary is owned by the Parent, a Guarantor, Canada Company or a Non-Guarantor. If such a change occurs, the amount of investment in subsidiaries in the below consolidated balance sheets and equity in the earnings (losses) of subsidiaries, net of tax in the below consolidated statements of operations with respect to the relevant Parent, Guarantors, Canada Company, Non-Guarantors and Eliminations columns also would change. In March 2015, we entered into the Accounts Receivable Securitization Program, which is described more fully in Note 4. The Special Purpose Subsidiaries, which were established in conjunction with the Accounts Receivable Securitization Program, are included in the Non-Guarantors column in the below consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flows from that date forward. As a result of the Accounts Receivable Securitization Program, certain of our Guarantors sold substantially all of their United States accounts receivable balances to the Special Purpose Subsidiaries. As of March 31, 2015, this resulted in a decrease in accounts receivable, an increase in intercompany receivable and a decrease in long-term debt related to our Guarantors and a corresponding increase in accounts receivable, an increase in intercompany payable and an increase in long-term debt related to our Non-Guarantors. There was no material impact to the Guarantors and Non-Guarantors columns of the below consolidated statement of operations for the three months ended March 31, 2015. Additionally, the Accounts Receivable Securitization Program resulted in increased financing cash flow activity for our Non-Guarantor subsidiaries for the three months ended March 31, 2015, as the proceeds from borrowings under the Accounts Receivable Securitization Program were used to repay intercompany loans with certain of our Guarantor subsidiaries, which resulted in increased cash flows from investing activities for our Guarantor subsidiaries for the three months ended March 31, 2015.
CONSOLIDATED BALANCE SHEETS | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2014 | | Parent | | Guarantors | | Canada Company | | Non- Guarantors | | Eliminations | | Consolidated | Assets | |
| | |
| | |
| | |
| | |
| | |
| Current Assets: | |
| | |
| | |
| | |
| | |
| | |
| Cash and Cash Equivalents | $ | 2,399 |
| | $ | 4,713 |
| | $ | 4,979 |
| | $ | 113,842 |
| | $ | — |
| | $ | 125,933 |
| Restricted Cash | 33,860 |
| | — |
| | — |
| | — |
| | — |
| | 33,860 |
| Accounts Receivable | — |
| | 361,330 |
| | 37,137 |
| | 205,798 |
| | — |
| | 604,265 |
| Intercompany Receivable | — |
| | 586,725 |
| | — |
| | — |
| | (586,725 | ) | | — |
| Other Current Assets | 153 |
| | 88,709 |
| | 2,925 |
| | 61,908 |
| | (34 | ) | | 153,661 |
| Total Current Assets | 36,412 |
| | 1,041,477 |
| | 45,041 |
| | 381,548 |
| | (586,759 | ) | | 917,719 |
| Property, Plant and Equipment, Net | 840 |
| | 1,580,337 |
| | 160,977 |
| | 808,573 |
| | — |
| | 2,550,727 |
| Other Assets, Net: | |
| | |
| | |
| | |
| | |
| | |
| Long-term Notes Receivable from Affiliates and Intercompany Receivable | 2,851,651 |
| | 245 |
| | 2,448 |
| | — |
| | (2,854,344 | ) | | — |
| Investment in Subsidiaries | 917,170 |
| | 656,877 |
| | 30,751 |
| | 93,355 |
| | (1,698,153 | ) | | — |
| Goodwill | — |
| | 1,611,957 |
| | 180,342 |
| | 631,484 |
| | — |
| | 2,423,783 |
| Other | 31,108 |
| | 375,082 |
| | 26,672 |
| | 245,251 |
| | — |
| | 678,113 |
| Total Other Assets, Net | 3,799,929 |
| | 2,644,161 |
| | 240,213 |
| | 970,090 |
| | (4,552,497 | ) | | 3,101,896 |
| Total Assets | $ | 3,837,181 |
| | $ | 5,265,975 |
| | $ | 446,231 |
| | $ | 2,160,211 |
| | $ | (5,139,256 | ) | | $ | 6,570,342 |
| Liabilities and Equity | |
| | |
| | |
| | |
| | |
| | |
| Intercompany Payable | $ | 505,083 |
| | $ | — |
| | $ | 3,564 |
| | $ | 78,078 |
| | $ | (586,725 | ) | | $ | — |
| Current Portion of Long-term Debt | — |
| | 24,955 |
| | — |
| | 27,174 |
| | (34 | ) | | 52,095 |
| Total Other Current Liabilities | 60,097 |
| | 470,122 |
| | 35,142 |
| | 239,280 |
| | — |
| | 804,641 |
| Long-term Debt, Net of Current Portion | 2,414,646 |
| | 908,431 |
| | 245,861 |
| | 1,042,498 |
| | — |
| | 4,611,436 |
| Long-term Notes Payable to Affiliates and Intercompany Payable | 1,000 |
| | 2,851,384 |
| | — |
| | 1,960 |
| | (2,854,344 | ) | | — |
| Other Long-term Liabilities | — |
| | 115,789 |
| | 37,558 |
| | 78,868 |
| | — |
| | 232,215 |
| Commitments and Contingencies (See Note 7) | |
| | |
| | |
| | |
| | |
| | |
| Total Iron Mountain Incorporated Stockholders' Equity | 856,355 |
| | 895,294 |
| | 124,106 |
| | 678,753 |
| | (1,698,153 | ) | | 856,355 |
| Noncontrolling Interests | — |
| | — |
| | — |
| | 13,600 |
| | — |
| | 13,600 |
| Total Equity | 856,355 |
| | 895,294 |
| | 124,106 |
| | 692,353 |
| | (1,698,153 | ) | | 869,955 |
| Total Liabilities and Equity | $ | 3,837,181 |
| | $ | 5,265,975 |
| | $ | 446,231 |
| | $ | 2,160,211 |
| | $ | (5,139,256 | ) | | $ | 6,570,342 |
|
CONSOLIDATED BALANCE SHEETS (Continued) | | | | | | | | | | | | | | | | | | | | | | | | | | March 31, 2015 | | Parent | | Guarantors | | Canada Company | | Non- Guarantors | | Eliminations | | Consolidated | Assets | |
| | |
| | |
| | |
| | |
| | |
| Current Assets: | |
| | |
| | |
| | |
| | |
| | |
| Cash and Cash Equivalents | $ | — |
| | $ | 7,395 |
| | $ | 7,120 |
| | $ | 105,090 |
| | $ | — |
| | $ | 119,605 |
| Restricted Cash | 20,000 |
| | — |
| | — |
| | — |
| | — |
| | 20,000 |
| Accounts Receivable | — |
| | 14,842 |
| | 33,975 |
| | 541,209 |
| | — |
| | 590,026 |
| Intercompany Receivable | — |
| | 857,050 |
| | — |
| | — |
| | (857,050 | ) | | — |
| Other Current Assets | 573 |
| | 93,214 |
| | 3,043 |
| | 61,041 |
| | (29 | ) | | 157,842 |
| Total Current Assets | 20,573 |
| | 972,501 |
| | 44,138 |
| | 707,340 |
| | (857,079 | ) | | 887,473 |
| Property, Plant and Equipment, Net | 795 |
| | 1,580,203 |
| | 147,886 |
| | 747,918 |
| | — |
| | 2,476,802 |
| Other Assets, Net: | |
| | |
| | |
| | |
| | |
| | |
| Long-term Notes Receivable from Affiliates and Intercompany Receivable | 2,919,207 |
| | 1,000 |
| | 2,234 |
| | — |
| | (2,922,441 | ) | | — |
| Investment in Subsidiaries | 867,150 |
| | 607,661 |
| | 28,066 |
| | 91,633 |
| | (1,594,510 | ) | | — |
| Goodwill | — |
| | 1,612,151 |
| | 165,582 |
| | 580,828 |
| | — |
| | 2,358,561 |
| Other | 30,145 |
| | 375,615 |
| | 24,370 |
| | 218,488 |
| | — |
| | 648,618 |
| Total Other Assets, Net | 3,816,502 |
| | 2,596,427 |
| | 220,252 |
| | 890,949 |
| | (4,516,951 | ) | | 3,007,179 |
| Total Assets | $ | 3,837,870 |
| | $ | 5,149,131 |
| | $ | 412,276 |
| | $ | 2,346,207 |
| | $ | (5,374,030 | ) | | $ | 6,371,454 |
| Liabilities and Equity | |
| | |
| | |
| | |
| | |
| | |
| Intercompany Payable | $ | 658,287 |
| | $ | — |
| | $ | 3,292 |
| | $ | 195,471 |
| | $ | (857,050 | ) | | $ | — |
| Current Portion of Long-term Debt | — |
| | 23,254 |
| | — |
| | 31,258 |
| | (29 | ) | | 54,483 |
| Total Other Current Liabilities | 55,930 |
| | 394,054 |
| | 26,613 |
| | 189,251 |
| | — |
| | 665,848 |
| Long-term Debt, Net of Current Portion | 2,379,798 |
| | 846,299 |
| | 227,442 |
| | 1,213,820 |
| | — |
| | 4,667,359 |
| Long-term Notes Payable to Affiliates and Intercompany Payable | 1,000 |
| | 2,921,441 |
| | — |
| | — |
| | (2,922,441 | ) | | — |
| Other Long-term Liabilities | — |
| | 118,005 |
| | 35,230 |
| | 74,027 |
| | — |
| | 227,262 |
| Commitments and Contingencies (See Note 7) | |
| | |
| | |
| | |
| | |
| | |
| Total Iron Mountain Incorporated Stockholders' Equity | 742,855 |
| | 846,078 |
| | 119,699 |
| | 628,733 |
| | (1,594,510 | ) | | 742,855 |
| Noncontrolling Interests | — |
| | — |
| | — |
| | 13,647 |
| | — |
| | 13,647 |
| Total Equity | 742,855 |
| | 846,078 |
| | 119,699 |
| | 642,380 |
| | (1,594,510 | ) | | 756,502 |
| Total Liabilities and Equity | $ | 3,837,870 |
| | $ | 5,149,131 |
| | $ | 412,276 |
| | $ | 2,346,207 |
| | $ | (5,374,030 | ) | | $ | 6,371,454 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, 2014 | | Parent | | Guarantors | | Canada Company | | Non- Guarantors | | Eliminations | | Consolidated | 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 (Excluding Real Estate), net | — |
| | 929 |
| | 1 |
| | 222 |
| | — |
| | 1,152 |
| Total Operating Expenses | 105 |
| | 403,067 |
| | 30,353 |
| | 221,343 |
| | (17,358 | ) | | 637,510 |
| Operating (Loss) Income | (105 | ) | | 83,692 |
| | 16,208 |
| | 32,821 |
| | — |
| | 132,616 |
| 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 and (Gain) Loss on Sale of Real Estate | (46,990 | ) | | 87,037 |
| | 6,681 |
| | 18,259 |
| | — |
| | 64,987 |
| Provision (Benefit) for Income Taxes | — |
| | 23,803 |
| | 2,538 |
| | 3,393 |
| | — |
| | 29,734 |
| (Gain) Loss on Sale of Real Estate, Net of Tax | — |
| | (197 | ) | | — |
| | (7,271 | ) | | — |
| | (7,468 | ) | Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (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 Interest | — |
| | — |
| | — |
| | 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 Subsidiaries | 1,589 |
| | (71 | ) | | (1,160 | ) | | (2,618 | ) | | 2,260 |
| | — |
| 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 OPERATIONS (Continued) | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, 2015 | | Parent | | Guarantors | | Canada Company | | Non- Guarantors | | Eliminations | | Consolidated | Revenues: | |
| | |
| | |
| | |
| | |
| | |
| Storage Rental | $ | — |
| | $ | 304,592 |
| | $ | 30,868 |
| | $ | 123,412 |
| | $ | — |
| | $ | 458,872 |
| Service | — |
| | 180,865 |
| | 16,557 |
| | 92,992 |
| | — |
| | 290,414 |
| Intercompany Service | — |
| | 352 |
| | — |
| | 16,419 |
| | (16,771 | ) | | — |
| Total Revenues | — |
| | 485,809 |
| | 47,425 |
| | 232,823 |
| | (16,771 | ) | | 749,286 |
| Operating Expenses: | |
| | |
| | |
| | |
| | |
| | |
| Cost of Sales (Excluding Depreciation and Amortization) | — |
| | 196,661 |
| | 7,165 |
| | 117,828 |
| | — |
| | 321,654 |
| Intercompany Service Cost of Sales | — |
| | — |
| | 16,419 |
| | 352 |
| | (16,771 | ) | | — |
| Selling, General and Administrative | 73 |
| | 132,192 |
| | 4,167 |
| | 59,982 |
| | — |
| | 196,414 |
| Depreciation and Amortization | 46 |
| | 55,403 |
| | 3,052 |
| | 27,450 |
| | — |
| | 85,951 |
| Loss (Gain) on Disposal/Write-down of Property, Plant and Equipment (Excluding Real Estate), net | — |
| | 322 |
| | — |
| | 11 |
| | — |
| | 333 |
| Total Operating Expenses | 119 |
| | 384,578 |
| | 30,803 |
| | 205,623 |
| | (16,771 | ) | | 604,352 |
| Operating (Loss) Income | (119 | ) | | 101,231 |
| | 16,622 |
| | 27,200 |
| | — |
| | 144,934 |
| Interest Expense (Income), Net | 39,170 |
| | (6,677 | ) | | 8,203 |
| | 24,202 |
| | — |
| | 64,898 |
| Other (Income) Expense, Net | (2,038 | ) | | 1,383 |
| | (127 | ) | | 23,131 |
| | — |
| | 22,349 |
| (Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes and (Gain) Loss on Sale of Real Estate | (37,251 | ) |
| 106,525 |
|
| 8,546 |
|
| (20,133 | ) |
| — |
|
| 57,687 |
| Provision (Benefit) for Income Taxes | — |
| | 9,702 |
| | 3,063 |
| | 3,183 |
| | — |
| | 15,948 |
| Equity in the (Earnings) Losses of Subsidiaries, Net of Tax | (78,347 | ) | | 18,740 |
| | (1,059 | ) | | (5,483 | ) | | 66,149 |
| | — |
| Net Income (Loss) | 41,096 |
| | 78,083 |
| | 6,542 |
| | (17,833 | ) | | (66,149 | ) | | 41,739 |
| Less: Net Income (Loss) Attributable to Noncontrolling Interests | — |
| | — |
| | — |
| | 643 |
| | — |
| | 643 |
| Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 41,096 |
| | $ | 78,083 |
| | $ | 6,542 |
| | $ | (18,476 | ) | | $ | (66,149 | ) | | $ | 41,096 |
| Net Income (Loss) | $ | 41,096 |
| | $ | 78,083 |
| | $ | 6,542 |
| | $ | (17,833 | ) | | $ | (66,149 | ) | | $ | 41,739 |
| Other Comprehensive Income (Loss): | |
| | |
| | |
| | |
| | |
| | |
| Foreign Currency Translation Adjustments | 4,930 |
| | — |
| | (7,940 | ) | | (53,165 | ) | | — |
| | (56,175 | ) | Market Value Adjustments for Securities | — |
| | 23 |
| | — |
| | — |
| | — |
| | 23 |
| Equity in Other Comprehensive (Loss) Income of Subsidiaries | (60,981 | ) | | (60,896 | ) | | (3,007 | ) | | (7,940 | ) | | 132,824 |
| | — |
| Total Other Comprehensive (Loss) Income | (56,051 | ) | | (60,873 | ) | | (10,947 | ) | | (61,105 | ) | | 132,824 |
| | (56,152 | ) | Comprehensive (Loss) Income | (14,955 | ) | | 17,210 |
| | (4,405 | ) | | (78,938 | ) | | 66,675 |
| | (14,413 | ) | Comprehensive Income (Loss) Attributable to Noncontrolling Interests | — |
| | — |
| | — |
| | 542 |
| | — |
| | 542 |
| Comprehensive (Loss) Income Attributable to Iron Mountain Incorporated | $ | (14,955 | ) | | $ | 17,210 |
| | $ | (4,405 | ) | | $ | (79,480 | ) | | $ | 66,675 |
| | $ | (14,955 | ) |
CONSOLIDATED STATEMENTS OF CASH FLOWS | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, 2014 | | Parent | | Guarantors | | Canada Company | | Non- Guarantors | | Eliminations | | Consolidated | 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 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 (including real estate) | — |
| | 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 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 (repayment to) financing 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 (deficiency) benefits from stock-based compensation | (185 | ) | | — |
| | — |
| | — |
| | — |
| | (185 | ) | Payment of debt financing costs and stock issuance costs | — |
| | — |
| | (12 | ) | | (410 | ) | | — |
| | (422 | ) | Cash Flows from Financing Activities—Continuing Operations | (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 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, 2015 | | Parent | | Guarantors | | Canada Company | | Non- Guarantors | | Eliminations | | Consolidated | Cash Flows from Operating Activities: | |
| | |
| | |
| | |
| | |
| | |
| Cash Flows from Operating Activities—Continuing Operations | $ | (45,978 | ) | | $ | 44,864 |
| | $ | 3,636 |
| | $ | 2,990 |
| | $ | — |
| | $ | 5,512 |
| Cash Flows from Investing Activities: | |
| | |
| | |
| | |
| | |
| | |
| Capital expenditures | — |
| | (46,452 | ) | | (3,774 | ) | | (24,550 | ) | | — |
| | (74,776 | ) | Cash paid for acquisitions, net of cash acquired | — |
| | (684 | ) | | 106 |
| | (5,853 | ) | | — |
| | (6,431 | ) | Intercompany loans to subsidiaries | 132,692 |
| | 79,946 |
| | — |
| | — |
| | (212,638 | ) | | — |
| Investment in subsidiaries | (5,000 | ) | | (5,000 | ) | | — |
| | — |
| | 10,000 |
| | — |
| Increase in restricted cash | 13,860 |
| | — |
| | — |
| | — |
| | — |
| | 13,860 |
| Additions to customer relationship and acquisition costs | — |
| | (7,990 | ) | | (668 | ) | | (585 | ) | | — |
| | (9,243 | ) | Proceeds from sales of property and equipment and other, net (including real estate) | — |
| | 160 |
| | 6 |
| | 244 |
| | — |
| | 410 |
| Cash Flows from Investing Activities—Continuing Operations | 141,552 |
| | 19,980 |
| | (4,330 | ) | | (30,744 | ) | | (202,638 | ) | | (76,180 | ) | Cash Flows from Financing Activities: | |
| | |
| | |
| | |
| | |
| | |
| Repayment of revolving credit and term loan facilities and other debt | — |
| | (1,894,836 | ) | | (159,145 | ) | | (228,280 | ) | | — |
| | (2,282,261 | ) | Proceeds from revolving credit and term loan facilities and other debt | — |
| | 1,823,900 |
| | 161,962 |
| | 464,541 |
| | — |
| | 2,450,403 |
| Debt (repayment to) financing and equity (distribution to) contribution from noncontrolling interests, net | — |
| | — |
| | — |
| | (388 | ) | | — |
| | (388 | ) | Intercompany loans from parent | — |
| | 4,638 |
| | 79 |
| | (217,355 | ) | | 212,638 |
| | — |
| Equity contribution from parent | — |
| | 5,000 |
| | — |
| | 5,000 |
| | (10,000 | ) | | — |
| Parent cash dividends | (102,539 | ) | | — |
| | — |
| | — |
| | — |
| | (102,539 | ) | Proceeds from exercise of stock options and employee stock purchase plan | 4,364 |
| | — |
| | — |
| | — |
| | — |
| | 4,364 |
| Excess tax benefits (deficiency) from stock-based compensation | 231 |
| | — |
| | — |
| | — |
| | — |
| | 231 |
| Payment of debt financing costs and stock issuance costs | (29 | ) | | (864 | ) | | — |
| | (54 | ) | | — |
| | (947 | ) | Cash Flows from Financing Activities—Continuing Operations | (97,973 | ) | | (62,162 | ) | | 2,896 |
| | 23,464 |
| | 202,638 |
| | 68,863 |
| Effect of exchange rates on cash and cash equivalents | — |
| | — |
| | (61 | ) | | (4,462 | ) | | — |
| | (4,523 | ) | (Decrease) Increase in cash and cash equivalents | (2,399 | ) | | 2,682 |
| | 2,141 |
| | (8,752 | ) | | — |
| | (6,328 | ) | Cash and cash equivalents, beginning of period | 2,399 |
| | 4,713 |
| | 4,979 |
| | 113,842 |
| | — |
| | 125,933 |
| Cash and cash equivalents, end of period | $ | — |
| | $ | 7,395 |
| | $ | 7,120 |
| | $ | 105,090 |
| | $ | — |
| | $ | 119,605 |
|
|