XML 47 R22.htm IDEA: XBRL DOCUMENT v3.2.0.727
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2015
Accounting Policies [Abstract]  
Schedule of foreign currency gain/loss
Total (gain) loss on foreign currency transactions for the three and six months ended June 30, 2014 and 2015 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2014
 
2015
 
2014
 
2015
 
Total (gain) loss on foreign currency transactions
$
(4,347
)
 
$
1,656

 
$
2,091

 
$
23,922

 
Schedule of carrying value of goodwill, net for each of the reporting units
The carrying value of goodwill, net for each of our reporting units as of June 30, 2015 is as follows:
 
Carrying Value
as of
June 30, 2015
North American Records and Information Management(1)(2)
$
1,389,683

North American Secure Shredding(1)(2)
40,884

North American Data Management(3)
373,698

Emerging Businesses(4)
3,036

UKI(1)(5)
272,226

Continental Western Europe(1)(5)
75,015

Emerging Markets - Eastern Europe(6)
81,772

Latin America(6)
95,445

Australia and Singapore(6)
52,836

Greater China(6)
3,525

India(6)

Russia, Ukraine and Denmark(6)
577

Total
$
2,388,697

_______________________________________________________________________________
(1)
We will finalize our preliminary estimates of fair value for these new reporting units once we finalize multi-year cash flow forecasts of such reporting units and conclude on the fair value of each new reporting unit based on the combined weighting of both fair value multiples and discounted cash flow techniques. To the extent final fair values of our new reporting units differ from our preliminary estimates, we will reassign goodwill amongst the new reporting units in a future period in which the final information is available to complete the fair values and the corresponding allocation of goodwill amongst the new reporting units.
(2)
This reporting unit is included in the North American Records and Information Management Business segment.
(3)
This reporting unit is included in the North American Data Management Business segment.
(4)
This reporting unit is included in the Corporate and Other Business segment.
(5)
This reporting unit is included in the Western European Business segment.
(6)
This reporting unit is included in the Other International Business segment.
The carrying value of goodwill, net for each of our reporting units as of December 31, 2014 was as follows:
 
Carrying Value
as of
December 31, 2014
North American Records and Information Management(1)
$
1,397,484

Intellectual Property Management(1)
38,491

Fulfillment Services(1)
3,247

North American Data Management(2)
375,957

Emerging Businesses(3)

New Western Europe(4)
354,049

Emerging Markets - Eastern Europe(5)
87,408

Latin America(5)
107,240

Australia and Singapore(5)
55,779

Greater China(5)
3,500

India(5)

Russia, Ukraine and Denmark(5)
628

Total
$
2,423,783

_______________________________________________________________________________
(1)
This reporting unit is included in the North American Records and Information Management Business segment.
(2)
This reporting unit is included in the North American Data Management Business segment.
(3)
This reporting unit is included in the Corporate and Other Business segment.
(4)
This reporting unit is included in the Western European Business segment.
(5)
This reporting unit is included in the Other International Business segment.
Schedule of changes in the carrying value of goodwill attributable to each reportable operating segment
The changes in the carrying value of goodwill attributable to each reportable operating segment for the six months ended June 30, 2015 are as follows:
 
North American
Records and Information
Management
Business
 
North American
Data
Management
Business
 
Western
European Business
 
Other International Business
 
Corporate and Other Business
 
Total
Consolidated
Gross Balance as of December 31, 2014
$
1,645,209

 
$
429,982

 
$
412,322

 
$
254,706

 
$

 
$
2,742,219

Deductible goodwill acquired during the year
1,638

 
409

 

 

 
3,036

 
5,083

Non-deductible goodwill acquired during the year
239

 
24

 
1,241

 
1,764

 

 
3,268

Fair value and other adjustments(1)
99

 
(25
)
 
(365
)
 
(1,111
)
 

 
(1,402
)
Currency effects
(11,163
)
 
(2,800
)
 
(9,155
)
 
(21,062
)
 

 
(44,180
)
Gross Balance as of June 30, 2015
$
1,636,022

 
$
427,590

 
$
404,043

 
$
234,297

 
$
3,036

 
$
2,704,988

Accumulated Amortization Balance as of December 31, 2014
$
205,987

 
$
54,025

 
$
58,273

 
$
151

 
$

 
$
318,436

Currency effects
(532
)
 
(133
)
 
(1,471
)
 
(9
)
 

 
(2,145
)
Accumulated Amortization Balance as of June 30, 2015
$
205,455

 
$
53,892

 
$
56,802

 
$
142

 
$

 
$
316,291

Net Balance as of December 31, 2014
$
1,439,222

 
$
375,957

 
$
354,049

 
$
254,555

 
$

 
$
2,423,783

Net Balance as of June 30, 2015
$
1,430,567

 
$
373,698

 
$
347,241

 
$
234,155

 
$
3,036

 
$
2,388,697

Accumulated Goodwill Impairment Balance as of December 31, 2014
$
85,909

 
$

 
$
46,500

 
$

 
$

 
$
132,409

Accumulated Goodwill Impairment Balance as of June 30, 2015
$
85,909

 
$

 
$
46,500

 
$

 
$

 
$
132,409

_______________________________________________________________________________
(1)
Total fair value and other adjustments primarily include $672 in net adjustments to deferred income taxes and $(5,680) related to customer relationships and acquisition costs and other assumed liabilities, as well as $3,606 of cash paid related to certain 2014 acquisitions.
Components of amortizable intangible assets
The components of our amortizable intangible assets as of December 31, 2014 and June 30, 2015 are as follows:
 
December 31, 2014
 
June 30, 2015
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Customer Relationships and Acquisition Costs
$
904,866

 
$
(297,029
)
 
$
607,837

 
$
913,523

 
$
(318,055
)
 
$
595,468

Core Technology(1)
3,568

 
(3,540
)
 
28

 
3,414

 
(3,414
)
 

Trademarks and Non-Compete Agreements(1)
7,062

 
(5,068
)
 
1,994

 
6,908

 
(5,086
)
 
1,822

Deferred Financing Costs
63,033

 
(15,956
)
 
47,077

 
63,805

 
(19,978
)
 
43,827

Total
$
978,529

 
$
(321,593
)
 
$
656,936

 
$
987,650

 
$
(346,533
)
 
$
641,117

_______________________________________________________________________________
(1)
Included in Other, a component of Other Assets, net in the accompanying Consolidated Balance Sheets.
Schedule of amortization expenses
Amortization expense associated with amortizable intangible assets (including deferred financing costs) for the three and six months ended June 30, 2014 and 2015 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2014
 
2015
 
2014
 
2015
 
Amortization expense associated with amortizable intangible assets (including deferred financing costs)
$
14,332

 
$
13,593

 
$
27,958

 
$
26,845

 
Stock-based compensation expense for Employee Stock-Based Awards related to continuing operations
Stock-based compensation expense for Employee Stock-Based Awards included in the accompanying Consolidated Statements of Operations related to continuing operations is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2015
 
2014
 
2015
Cost of sales (excluding depreciation and amortization)
$
189

 
$
46

 
$
379

 
$
91

Selling, general and administrative expenses
7,128

 
7,875

 
14,079

 
14,686

Total stock-based compensation
$
7,317

 
$
7,921

 
$
14,458

 
$
14,777

Summary of the weighted average assumptions used for stock option grants
The weighted average assumptions used for grants in the respective period are as follows:
 
 
Six Months Ended
June 30,
Weighted Average Assumptions
 
2014
 
2015
Expected volatility
 
33.9
%
 
28.6
%
Risk-free interest rate
 
2.06
%
 
1.70
%
Expected dividend yield
 
4
%
 
5
%
Expected life
 
6.8 years

 
5.5 years

Summary of stock option activity
A summary of option activity for the six months ended June 30, 2015 is as follows:
 
Options
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term (Years)
 
Average
Intrinsic
Value
Outstanding at December 31, 2014
3,678,246

 
$
23.37

 
 
 
 

Granted
696,722

 
43.64

 
 
 
 

Exercised
(350,910
)
 
21.03

 
 
 
 

Forfeited
(20,729
)
 
23.63

 
 
 
 

Expired
(11,045
)
 
22.15

 
 
 
 

Outstanding at June 30, 2015
3,992,284

 
$
27.11

 
5.74
 
$
24,551

Options exercisable at June 30, 2015
2,728,453

 
$
22.67

 
4.30
 
$
22,715

Options expected to vest
1,178,890

 
$
36.57

 
8.85
 
$
1,743

Aggregate intrinsic value of stock options exercised
The aggregate intrinsic value of stock options exercised for the three and six months ended June 30, 2014 and 2015 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2014
 
2015
 
2014
 
2015
 
Aggregate intrinsic value of stock options exercised
$
7,556

 
$
1,716

 
$
8,533

 
$
5,883

 
Summary of restricted stock and RSU activity
A summary of restricted stock and RSU activity for the six months ended June 30, 2015 is as follows:
 
Restricted
Stock and RSUs
 
Weighted-
Average
Grant-Date
Fair Value
Non-vested at December 31, 2014
1,405,569

 
$
28.78

Granted
524,896

 
38.59

Vested
(536,988
)
 
30.94

Forfeited
(50,678
)
 
32.14

Non-vested at June 30, 2015
1,342,799

 
$
33.68

Cash dividends accrued and paid on RSUs for the three and six months ended June 30, 2014 and 2015 are as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2015
 
2014
 
2015
Cash dividends on RSUs accrued
$
416

 
$
631

 
$
850

 
$
1,301

Cash dividends on RSUs paid
223

 
571

 
1,054

 
2,300

The fair value of restricted stock and RSUs vested during the three and six months ended June 30, 2014 and 2015 are as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2015
 
2014
 
2015
Fair value of restricted stock vested
$
1

 
$

 
$
1

 
$

Fair value of RSUs vested
3,704

 
3,600

 
17,548

 
19,184

Schedule of performance units
Cash dividends accrued and paid on PUs for the three and six months ended June 30, 2014 and 2015 are as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2015
 
2014
 
2015
Cash dividends on PUs accrued
$
142

 
$
214

 
$
292

 
$
425

Cash dividends on PUs paid
91

 

 
312

 
1,015


The fair value of earned PUs that vested during the three and six months ended June 30, 2014 and 2015 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2015
 
2014
 
2015
Fair value of earned PUs that vested
$
2,266

 
$
44

 
$
6,296

 
$
2,107

Summary of Performance Unit (PU) activity
A summary of PU activity for the six months ended June 30, 2015 is as follows:
 
Original
PU Awards
 
PU Adjustment(1)
 
Total
PU Awards
 
Weighted-
Average
Grant-Date
Fair Value
Non-vested at December 31, 2014
461,666

 
(82,609
)
 
379,057

 
$
30.80

Granted
139,446

 

 
139,446

 
40.38

Vested
(80,035
)
 
(4,350
)
 
(84,385
)
 
29.62

Forfeited
(19,038
)
 

 
(19,038
)
 
30.96

Non-vested at June 30, 2015
502,039

 
(86,959
)
 
415,080

 
$
34.25

_______________________________________________________________________________

(1)
Represents an increase or decrease in the number of original PUs awarded based on either (a) the final performance criteria achievement at the end of the defined performance period of such PUs or (b) a change in estimated awards based on the forecasted performance against the predefined targets.
Calculation of basic and diluted net income (loss) per share attributable to the entity
The calculation of basic and diluted income (loss) per share for the three and six months ended June 30, 2014 and 2015 is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2015
 
2014
 
2015
Income (loss) from continuing operations
$
272,702

 
$
54,007

 
$
315,423

 
$
95,746

Total (loss) income from discontinued operations
$
(326
)
 
$

 
$
(938
)
 
$

Net income (loss) attributable to Iron Mountain Incorporated
$
271,637

 
$
53,330

 
$
313,304

 
$
94,426

 
 
 
 
 
 
 
 
Weighted-average shares—basic
192,381,000

 
210,699,000

 
192,130,000

 
210,468,000

Effect of dilutive potential stock options
762,416

 
958,714

 
722,609

 
1,091,022

Effect of dilutive potential restricted stock, RSUs and PUs
382,317

 
419,002

 
444,968

 
603,880

Weighted-average shares—diluted
193,525,733

 
212,076,716

 
193,297,577

 
212,162,902

 
 
 
 
 
 
 
 
Earnings (losses) per share—basic:
 

 
 

 
 

 
 

Income (loss) from continuing operations
$
1.42

 
$
0.26

 
$
1.64

 
$
0.45

Total (loss) income from discontinued operations
$

 
$

 
$

 
$

Net income (loss) attributable to Iron Mountain Incorporated—basic
$
1.41

 
$
0.25

 
$
1.63

 
$
0.45

 
 
 
 
 
 
 
 
Earnings (losses) per share—diluted:
 

 
 

 
 

 
 

Income (loss) from continuing operations
$
1.41

 
$
0.25

 
$
1.63

 
$
0.45

Total (loss) income from discontinued operations
$

 
$

 
$

 
$

Net income (loss) attributable to Iron Mountain Incorporated—diluted
$
1.40

 
$
0.25

 
$
1.62

 
$
0.45

 
 
 
 
 
 
 
 
Antidilutive stock options, RSUs and PUs, excluded from the calculation
1,457,975

 
1,335,373

 
1,419,469

 
846,803

Assets and liabilities carried at fair value measured on a recurring basis
The assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2014 and June 30, 2015, respectively, are as follows:
 
 
 
 
Fair Value Measurements at
December 31, 2014 Using
Description
 
Total Carrying
Value at
December 31,
2014
 
Quoted prices
in active
markets
(Level 1)
 
 
 
Significant other
observable
inputs
(Level 2)
 
 
 
Significant
unobservable
inputs
(Level 3)
Money Market Funds(1)
 
$
36,828

 
$

 
 
 
$
36,828

 
 
 
$

Time Deposits(1)
 
16,204

 

 
 
 
16,204

 
 
 

Trading Securities
 
13,172

 
12,428

 
(2)
 
744

 
(1)
 

Derivative Liabilities(3)
 
2,411

 

 
 
 
2,411

 
 
 

 
 
 
 
Fair Value Measurements at
June 30, 2015 Using
Description
 
Total Carrying
Value at
June 30,
2015
 
Quoted prices
in active
markets
(Level 1)
 
 
 
Significant other
observable
inputs
(Level 2)
 
 
 
Significant
unobservable
inputs
(Level 3)
Time Deposits(1)
 
$
20,802

 
$

 
 
 
$
20,802

 
 
 
$

Trading Securities
 
10,960

 
10,086

 
(2)
 
874

 
(1)
 

Derivative Assets(3)
 
6,362

 

 
 
 
6,362

 
 
 

_______________________________________________________________________________

(1)
Money market funds and time deposits (including certain trading securities) are measured based on quoted prices for similar assets and/or subsequent transactions.

(2)
Securities are measured at fair value using quoted market prices.

(3)
Our derivative assets and liabilities relate to short-term (six months or less) foreign currency contracts that we have entered into to hedge certain of our intercompany exposures, as more fully disclosed at Note 3. We calculate the value of such forward contracts by adjusting the spot rate utilized at the balance sheet date for translation purposes by an estimate of the forward points observed in active markets.
Schedule of changes in accumulated other comprehensive items, net

The changes in accumulated other comprehensive items, net for the six months ended June 30, 2014 and 2015, respectively, are as follows:
 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of December 31, 2013
$
(9,586
)
 
$
926

 
$
(8,660
)
Other comprehensive income (loss):
 
 
 
 


Foreign currency translation adjustments
5,777

 

 
5,777

Market value adjustment for securities

 
548

 
548

Total other comprehensive income (loss)
5,777

 
548

 
6,325

Balance as of June 30, 2014
$
(3,809
)
 
$
1,474

 
$
(2,335
)
 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of December 31, 2014
$
(76,010
)
 
$
979

 
$
(75,031
)
Other comprehensive (loss) income:


 


 


Foreign currency translation adjustments
(54,742
)
 

 
(54,742
)
Market value adjustments for securities

 
23

 
23

Total other comprehensive (loss) income
(54,742
)
 
23

 
(54,719
)
Balance as of June 30, 2015
$
(130,752
)
 
$
1,002

 
$
(129,750
)
The changes in accumulated other comprehensive items, net for the three months ended June 30, 2014 and 2015, respectively, are as follows:
 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of March 31, 2014
$
(7,909
)
 
$
926

 
$
(6,983
)
Other comprehensive income (loss):
 

 
 

 


Foreign currency translation adjustments
4,100

 

 
4,100

Market value adjustments for securities

 
548

 
548

Total other comprehensive income (loss)
4,100

 
548

 
4,648

Balance as of June 30, 2014
$
(3,809
)
 
$
1,474

 
$
(2,335
)

 
Foreign
Currency
Translation
Adjustments
 
Market Value
Adjustments for
Securities
 
Total
Balance as of March 31, 2015
$
(132,084
)
 
$
1,002

 
$
(131,082
)
Other comprehensive income (loss):


 


 


Foreign currency translation adjustments
1,332

 

 
1,332

Total other comprehensive income (loss)
1,332

 

 
1,332

Balance as of June 30, 2015
$
(130,752
)
 
$
1,002

 
$
(129,750
)
Other expense (income), net
Other (income) expense, net is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2014
 
2015
 
2014
2015
Foreign currency transaction (gains) losses, net
$
(4,347
)
 
$
1,656

 
$
2,091

$
23,922

Other, net
(491
)
 
348

 
(1,612
)
431

 
$
(4,838
)
 
$
2,004

 
$
479

$
24,353