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

3 Months Ended

Mar. 31, 2011

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

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

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

The following data summarizes the consolidating results of IMI on the equity method of accounting as of December 31, 2010 and March 31, 2011 and for the three months ended March 31, 2010 and 2011.

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, 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 10)	—		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 10)	—		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 8)
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

	March 31, 2011
					Canada		Non-
	Parent		Guarantors		Company		Guarantors		Eliminations			Consolidated
Assets
Current Assets:
Cash and Cash Equivalents	$	1,098	$	54,380	$	38,734	$	95,605	$	—		$	189,817
Restricted Cash	35,107		—		—		—		—			35,107
Accounts Receivable	—		343,121		44,264		176,122		—			563,507
Intercompany Receivable	1,344,782		—		11,589		—		(1,356,371		)	—
Assets of Discontinued Operations (see Note 10)	—		183,021		—		17,206		—			200,227
Other Current Assets	101		130,503		6,857		36,833		—			174,294
Total Current Assets	1,381,088		711,025		101,444		325,766		(1,356,371		)	1,162,952
Property, Plant and Equipment, Net	—		1,501,581		212,324		769,943		—			2,483,848
Other Assets, Net:
Long-term Notes Receivable from Affiliates and Intercompany Receivable	1,968,538		601,007		—		—		(2,569,545		)	—
Investment in Subsidiaries	1,324,084		1,057,816		—		—		(2,381,900		)	—
Goodwill	—		1,527,769		209,208		600,460		—			2,337,437
Other	24,683		236,625		13,619		221,894		(114		)	496,707
Total Other Assets, Net	3,317,305		3,423,217		222,827		822,354		(4,951,559		)	2,834,144
Total Assets	$	4,698,393	$	5,635,823	$	536,595	$	1,918,063	$	(6,307,930	)	$	6,480,944
Liabilities and Equity
Intercompany Payable	$	—	$	1,300,139	$	—	$	56,232	$	(1,356,371	)	$	—
Current Portion of Long-term Debt	4,724		21,624		2,713		15,311		—			44,372
Total Other Current Liabilities	82,008		381,926		33,656		214,007		—			711,597
Liabilities of Discontinued Operations (see Note 10)	—		51,692		—		3,484		—			55,176
Long-term Debt, Net of Current Portion	2,587,318		69,086		196,371		108,105		—			2,960,880
Long-term Notes Payable to Affiliates and Intercompany Payable	1,007		1,968,538		—		600,000		(2,569,545		)	—
Other Long-term Liabilities	3,853		536,188		33,529		107,477		(114		)	680,933
Commitments and Contingencies (See Note 8)
Total Iron Mountain Incorporated Stockholders’ Equity	2,019,483		1,306,630		270,326		804,944		(2,381,900		)	2,019,483
Noncontrolling Interests	—		—		—		8,503		—			8,503
Total Equity	2,019,483		1,306,630		270,326		813,447		(2,381,900		)	2,027,986
Total Liabilities and Equity	$	4,698,393	$	5,635,823	$	536,595	$	1,918,063	$	(6,307,930	)	$	6,480,944

	Three Months Ended March 31, 2010
							Canada			Non-
	Parent			Guarantors			Company			Guarantors			Eliminations			Consolidated
Revenues:
Storage	$	—		$	277,977		$	26,901		$	93,369		$	—		$	398,247
Service	—			210,028			28,219			89,086			—			327,333
Total Revenues	—			488,005			55,120			182,455			—			725,580
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)	—			196,712			21,792			92,585			—			311,089
Selling, General and Administrative	27			137,630			8,793			53,335			—			199,785
Depreciation and Amortization	56			49,757			4,595			21,206			—			75,614
Loss (Gain) on Disposal/Writedown of Property, Plant and Equipment, Net	—			(1,085		)	(26		)	94			—			(1,017		)
Total Operating Expenses	83			383,014			35,154			167,220			—			585,471
Operating (Loss) Income	(83		)	104,991			19,966			15,235			—			140,109
Interest Expense (Income), Net	49,990			(11,626		)	11,075			3,477			—			52,916
Other Expense (Income), Net	(32,682		)	(14		)	2			41,454			—			8,760
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(17,391		)	116,631			8,889			(29,696		)	—			78,433
Provision (Benefit) for Income Taxes	—			40,985			2,984			1,239			—			45,208
Equity in the Losses (Earnings) of Subsidiaries, Net of Tax	(42,957		)	26,597			—			—			16,360			—
Income (Loss) from Continuing Operations	25,566			49,049			5,905			(30,935		)	(16,360		)	33,225
Income (Loss) from Discontinued Operations (see Note 10)	—			(6,952		)	—			(434		)	—			(7,386		)
Net (Loss) Income	25,566			42,097			5,905			(31,369		)	(16,360		)	25,839
Less: Net Income (Loss) Attributable to Noncontrolling Interests	—			—			—			273			—			273
Net (Loss) Income Attributable to Iron Mountain Incorporated	$	25,566		$	42,097		$	5,905		$	(31,642	)	$	(16,360	)	$	25,566

	Three Months Ended March 31, 2011
							Canada			Non-
	Parent			Guarantors			Company			Guarantors			Eliminations			Consolidated
Revenues:
Storage	$	—		$	282,713		$	30,115		$	104,255		$	—		$	417,083
Service	—			208,912			28,934			95,363			—			333,209
Total Revenues	—			491,625			59,049			199,618			—			750,292
Operating Expenses:
Cost of Sales (Excluding Depreciation and Amortization)	—			198,125			23,732			97,626			—			319,483
Selling, General and Administrative	134			142,556			10,161			62,276			—			215,127
Depreciation and Amortization	40			49,151			5,105			26,783			—			81,079
Loss (Gain) on Disposal/Writedown of Property, Plant and Equipment, Net	—			(461		)	(10		)	1,194			—			723
Total Operating Expenses	174			389,371			38,988			187,879			—			616,412
Operating (Loss) Income	(174		)	102,254			20,061			11,739			—			133,880
Interest Expense (Income), Net	43,186			(20,095		)	10,167			15,729			—			48,987
Other Expense (Income), Net	30,828			(643		)	(47		)	(39,091		)	—			(8,953		)
(Loss) Income from Continuing Operations Before Provision (Benefit) for Income Taxes	(74,188		)	122,992			9,941			35,101			—			93,846
Provision (Benefit) for Income Taxes	—			6,911			7,572			2,202			—			16,685
Equity in the Losses (Earnings) of Subsidiaries, Net of Tax	(147,648		)	17,231			—			—			130,417			—
Income (Loss) from Continuing Operations	73,460			98,850			2,369			32,899			(130,417		)	77,161
Income (Loss) from Discontinued Operations (see Note 10)	—			(2,470		)	—			(72		)	—			(2,542		)
Net (Loss) Income	73,460			96,380			2,369			32,827			(130,417		)	74,619
Less: Net Income (Loss) Attributable to Noncontrolling Interests	—			—			—			1,159			—			1,159
Net (Loss) Income Attributable to Iron Mountain Incorporated	$	73,460		$	96,380		$	2,369		$	31,668		$	(130,417	)	$	73,460

	Three Months Ended March 31, 2010
							Canada			Non-
	Parent			Guarantors			Company			Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(52,995	)	$	136,069		$	9,008		$	34,325		$	—		$	126,407
Cash Flows from Operating Activities-Discontinued Operations	—			3,953			—			807			—			4,760
Cash Flows from Operating Activities	(52,995		)	140,022			9,008			35,132			—			131,167
Cash Flows from Investing Activities:
Capital expenditures	—			(40,170		)	(3,564		)	(34,697		)	—			(78,431		)
Cash paid for acquisitions, net of cash acquired	—			(1,970		)	—			(5,112		)	—			(7,082		)
Intercompany loans to subsidiaries	103,144			(3,308		)	—			—			(99,836		)	—
Investment in subsidiaries	(6,773		)	(6,773		)	—			—			13,546			—
Investment in restricted cash	(35,102		)	—			—			—			—			(35,102		)
Additions to customer relationship and acquisition costs	—			(1,329		)	(213		)	(880		)	—			(2,422		)
Proceeds from sales of property and equipment and other, net	—			4,306			5			(79		)	—			4,232
Cash Flows from Investing Activities-Continuing Operations	61,269			(49,244		)	(3,772		)	(40,768		)	(86,290		)	(118,805		)
Cash Flows from Investing Activities-Discontinued Operations	—			(114,746		)	—			7			—			(114,739		)
Cash Flows from Investing Activities	61,269			(163,990		)	(3,772		)	(40,761		)	(86,290		)	(233,544		)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt	(1,025		)	(8,571		)	(618		)	(8,707		)	—			(18,921		)
Proceeds from revolving credit and term loan facilities and other debt	42			(42		)	—			6,850			—			6,850
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	—			—			—			(96		)	—			(96		)
Intercompany loans from parent	—			(102,362		)	3,165			(639		)	99,836			—
Equity contribution from parent	—			6,773			—			6,773			(13,546		)	—
Stock repurchases	(9,636		)	—			—			—			—			(9,636		)
Proceeds from exercise of stock options and employee stock purchase plan	3,850			—			—			—			—			3,850
Excess tax benefits from stock-based compensation	613			—			—			—			—			613
Payment of debt financing costs	—			—			—			(3		)	—			(3		)
Cash Flows from Financing Activities-Continuing Operations	(6,156		)	(104,202		)	2,547			4,178			86,290			(17,343		)
Cash Flows from Financing Activities-Discontinued Operations	—			—			—			188			—			188
Cash Flows from Financing Activities	(6,156		)	(104,202		)	2,547			4,366			86,290			(17,155		)
Effect of exchange rates on cash and cash equivalents	—			—			303			(2,005		)	—			(1,702		)
Increase (Decrease) in cash and cash equivalents	2,118			(128,170		)	8,086			(3,268		)	—			(121,234		)
Cash and cash equivalents, beginning of period	—			382,588			3,906			60,162			—			446,656
Cash and cash equivalents, end of period	$	2,118		$	254,418		$	11,992		$	56,894		$	—		$	325,422

	Three Months Ended March 31, 2011
							Canada			Non-
	Parent			Guarantors			Company			Guarantors			Eliminations			Consolidated
Cash Flows from Operating Activities:
Cash Flows from Operating Activities-Continuing Operations	$	(53,891	)	$	142,876		$	5,183		$	16,907		$	—		$	111,075
Cash Flows from Operating Activities-Discontinued Operations	—			8,146			—			116			—			8,262
Cash Flows from Operating Activities	(53,891		)	151,022			5,183			17,023			—			119,337
Cash Flows from Investing Activities:
Capital expenditures	—			(32,028		)	(2,262		)	(18,067		)	—			(52,357		)
Cash paid for acquisitions, net of cash acquired	—			(4,971		)	(58		)	(29,676		)	—			(34,705		)
Intercompany loans to subsidiaries	132,655			(24,524		)	—			—			(108,131		)	—
Investment in subsidiaries	(1,000		)	(1,000		)	—			—			2,000			—
Investment in restricted cash	(2		)	—			—			—			—			(2		)
Additions to customer relationship and acquisition costs	—			(2,095		)	(121		)	(677		)	—			(2,893		)
Proceeds from sales of property and equipment and other, net	—			119			10			(13		)	—			116
Cash Flows from Investing Activities-Continuing Operations	131,653			(64,499		)	(2,431		)	(48,433		)	(106,131		)	(89,841		)
Cash Flows from Investing Activities-Discontinued Operations	—			(9,115		)	—			(35		)	—			(9,150		)
Cash Flows from Investing Activities	131,653			(73,614		)	(2,431		)	(48,468		)	(106,131		)	(98,991		)
Cash Flows from Financing Activities:
Repayment of revolving credit and term loan facilities and other debt	(361,015		)	(10,435		)	(735		)	(56,363		)	—			(428,548		)
Proceeds from revolving credit and term loan facilities and other debt	540,000			—			—			67,418			—			607,418
Early retirement of senior subordinated notes	(231,255		)	—			—			—			—			(231,255		)
Debt financing (repayment to) and equity contribution from (distribution to) noncontrolling interests, net	—			—			—			131			—			131
Intercompany loans from parent	—			(135,177		)	(2,067		)	29,113			108,131			—
Equity contribution from parent	—			1,000			—			1,000			(2,000		)	—
Stock repurchases	(10,970		)	—			—			—			—			(10,970		)
Parent cash dividends	(37,514		)	—			—			—			—			(37,514		)
Proceeds from exercise of stock options and employee stock purchase plan	9,164			—			—			—			—			9,164
Excess tax benefits from stock-based compensation	1,017			—			—			—			—			1,017
Cash Flows from Financing Activities-Continuing Operations	(90,573		)	(144,612		)	(2,802		)	41,299			106,131			(90,557		)
Cash Flows from Financing Activities-Discontinued Operations	—			—			—			46			—			46
Cash Flows from Financing Activities	(90,573		)	(144,612		)	(2,802		)	41,345			106,131			(90,511		)
Effect of exchange rates on cash and cash equivalents	—			—			1,132			157			—			1,289
Increase (Decrease) in cash and cash equivalents	(12,811		)	(67,204		)	1,082			10,057			—			(68,876		)
Cash and cash equivalents, beginning of period	13,909			121,584			37,652			85,548			—			258,693
Cash and cash equivalents, end of period	$	1,098		$	54,380		$	38,734		$	95,605		$	—		$	189,817