UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| | | | | |
| (Mark One) |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2022March 31, 2023
| | | | | |
| OR |
| |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the Transition Period from to |
Commission file number 1-13045
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| | | | | |
| Delaware | 23-2588479 |
| (State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
One Federal Street, Boston, Massachusetts 0211085 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire 03801
(Address of Principal Executive Offices, Including Zip Code)
(617) 535-4766
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.01 par value | | IRM | | NYSE |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | | | | | |
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 29, 2022,April 28, 2023, the registrant had 290,684,926291,623,270 outstanding shares of common stock, $.01 par value.
IRON MOUNTAIN INCORPORATED
20222023 FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 1 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
| | | | JUNE 30, 2022 | | DECEMBER 31, 2021 | | MARCH 31, 2023 | | DECEMBER 31, 2022 |
| ASSETS | ASSETS | | | ASSETS | | |
| Current Assets: | Current Assets: | | | Current Assets: | | |
| Cash and cash equivalents | Cash and cash equivalents | $ | 144,746 | | | $ | 255,828 | | Cash and cash equivalents | $ | 146,442 | | | $ | 141,797 | |
| | Accounts receivable (less allowances of $55,715 and $62,009 as of June 30, 2022 and December 31, 2021, respectively) | 1,116,329 | | | 961,419 | | |
| Accounts receivable (less allowances of $61,039 and $54,143 as of March 31, 2023 and December 31, 2022, respectively) | | Accounts receivable (less allowances of $61,039 and $54,143 as of March 31, 2023 and December 31, 2022, respectively) | 1,174,326 | | | 1,174,915 | |
| | Prepaid expenses and other | Prepaid expenses and other | 280,944 | | | 224,020 | | Prepaid expenses and other | 280,169 | | | 230,433 | |
| | Total Current Assets | Total Current Assets | 1,542,019 | | | 1,441,267 | | Total Current Assets | 1,600,937 | | | 1,547,145 | |
| Property, Plant and Equipment: | Property, Plant and Equipment: | | | Property, Plant and Equipment: | | |
| Property, plant and equipment | Property, plant and equipment | 8,690,956 | | | 8,647,303 | | Property, plant and equipment | 9,286,873 | | | 9,025,765 | |
| Less—Accumulated depreciation | Less—Accumulated depreciation | (4,072,787) | | | (3,979,159) | | Less—Accumulated depreciation | (3,944,300) | | | (3,910,321) | |
| Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | 4,618,169 | | | 4,668,144 | | Property, Plant and Equipment, Net | 5,342,573 | | | 5,115,444 | |
| Other Assets, Net: | Other Assets, Net: | | | Other Assets, Net: | | |
| Goodwill | Goodwill | 4,923,691 | | | 4,463,531 | | Goodwill | 4,896,761 | | | 4,882,734 | |
| Customer and supplier relationships and other intangible assets | Customer and supplier relationships and other intangible assets | 1,508,526 | | | 1,181,043 | | Customer and supplier relationships and other intangible assets | 1,380,316 | | | 1,423,145 | |
| Operating lease right-of-use assets | Operating lease right-of-use assets | 2,512,377 | | | 2,314,422 | | Operating lease right-of-use assets | 2,666,951 | | | 2,583,704 | |
| Other | Other | 517,537 | | | 381,624 | | Other | 578,171 | | | 588,342 | |
| Total Other Assets, Net | Total Other Assets, Net | 9,462,131 | | | 8,340,620 | | Total Other Assets, Net | 9,522,199 | | | 9,477,925 | |
| Total Assets | Total Assets | $ | 15,622,319 | | | $ | 14,450,031 | | Total Assets | $ | 16,465,709 | | | $ | 16,140,514 | |
| LIABILITIES AND EQUITY | LIABILITIES AND EQUITY | | | LIABILITIES AND EQUITY | | |
| Current Liabilities: | Current Liabilities: | | | Current Liabilities: | | |
| Current portion of long-term debt | Current portion of long-term debt | $ | 86,790 | | | $ | 309,428 | | Current portion of long-term debt | $ | 101,608 | | | $ | 87,546 | |
| Accounts payable | Accounts payable | 435,475 | | | 369,145 | | Accounts payable | 512,269 | | | 469,198 | |
| Accrued expenses and other current liabilities (includes current portion of operating lease liabilities) | Accrued expenses and other current liabilities (includes current portion of operating lease liabilities) | 957,507 | | | 1,032,537 | | Accrued expenses and other current liabilities (includes current portion of operating lease liabilities) | 1,057,320 | | | 1,031,910 | |
| Deferred revenue | Deferred revenue | 302,494 | | | 307,470 | | Deferred revenue | 335,393 | | | 328,910 | |
| | Total Current Liabilities | Total Current Liabilities | 1,782,266 | | | 2,018,580 | | Total Current Liabilities | 2,006,590 | | | 1,917,564 | |
| Long-term Debt, net of current portion | Long-term Debt, net of current portion | 9,993,126 | | | 8,962,513 | | Long-term Debt, net of current portion | 10,862,188 | | | 10,481,449 | |
| Long-term Operating Lease Liabilities, net of current portion | Long-term Operating Lease Liabilities, net of current portion | 2,371,270 | | | 2,171,472 | | Long-term Operating Lease Liabilities, net of current portion | 2,513,817 | | | 2,429,167 | |
| Other Long-term Liabilities | Other Long-term Liabilities | 404,703 | | | 144,053 | | Other Long-term Liabilities | 170,391 | | | 317,376 | |
| Deferred Income Taxes | Deferred Income Taxes | 325,222 | | | 223,934 | | Deferred Income Taxes | 271,504 | | | 263,005 | |
| Commitments and Contingencies | Commitments and Contingencies | 0 | | 0 | Commitments and Contingencies | |
| Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests | 93,957 | | | 72,411 | | Redeemable Noncontrolling Interests | 95,630 | | | 95,160 | |
| Equity: | Equity: | | | | Equity: | | | |
| | Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding) | Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding) | — | | | — | | Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding) | — | | | — | |
| Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 290,679,958 and 289,757,061 shares as of June 30, 2022 and December 31, 2021, respectively) | 2,907 | | | 2,898 | | |
| Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 291,584,999 and 290,830,296 shares as of March 31, 2023 and December 31, 2022, respectively) | | Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 291,584,999 and 290,830,296 shares as of March 31, 2023 and December 31, 2022, respectively) | 2,916 | | | 2,908 | |
| Additional paid-in capital | Additional paid-in capital | 4,432,009 | | | 4,412,553 | | Additional paid-in capital | 4,459,265 | | | 4,468,035 | |
| (Distributions in excess of earnings) Earnings in excess of distributions | (Distributions in excess of earnings) Earnings in excess of distributions | (3,340,992) | | | (3,221,152) | | (Distributions in excess of earnings) Earnings in excess of distributions | (3,510,949) | | | (3,392,272) | |
| Accumulated other comprehensive items, net | Accumulated other comprehensive items, net | (446,975) | | | (338,347) | | Accumulated other comprehensive items, net | (405,768) | | | (442,003) | |
| Total Iron Mountain Incorporated Stockholders' Equity | Total Iron Mountain Incorporated Stockholders' Equity | 646,949 | | | 855,952 | | Total Iron Mountain Incorporated Stockholders' Equity | 545,464 | | | 636,668 | |
| Noncontrolling Interests | Noncontrolling Interests | 4,826 | | | 1,116 | | Noncontrolling Interests | 125 | | | 125 | |
| Total Equity | Total Equity | 651,775 | | | 857,068 | | Total Equity | 545,589 | | | 636,793 | |
| Total Liabilities and Equity | Total Liabilities and Equity | $ | 15,622,319 | | | $ | 14,450,031 | | Total Liabilities and Equity | $ | 16,465,709 | | | $ | 16,140,514 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 2 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
| | | | THREE MONTHS ENDED JUNE 30, | | THREE MONTHS ENDED MARCH 31, |
| | | 2022 | | 2021 | | 2023 | | 2022 |
| Revenues: | Revenues: | | | | Revenues: | | | |
| Storage rental | Storage rental | $ | 753,126 | | | $ | 718,272 | | Storage rental | $ | 810,089 | | | $ | 751,070 | |
| Service | Service | 536,408 | | | 401,484 | | Service | 504,260 | | | 496,976 | |
| | Total Revenues | Total Revenues | 1,289,534 | | | 1,119,756 | | Total Revenues | 1,314,349 | | | 1,248,046 | |
| Operating Expenses: | Operating Expenses: | | Operating Expenses: | |
| Cost of sales (excluding depreciation and amortization) | Cost of sales (excluding depreciation and amortization) | 556,476 | | | 474,579 | | Cost of sales (excluding depreciation and amortization) | 571,626 | | | 546,622 | |
| | Selling, general and administrative | Selling, general and administrative | 295,394 | | | 259,779 | | Selling, general and administrative | 294,520 | | | 280,723 | |
| Depreciation and amortization | Depreciation and amortization | 178,254 | | | 166,685 | | Depreciation and amortization | 182,094 | | | 183,615 | |
| Acquisition and Integration Costs | Acquisition and Integration Costs | 16,878 | | | 2,277 | | Acquisition and Integration Costs | 1,595 | | | 15,661 | |
| Restructuring Charges | — | | | 39,443 | | |
| Restructuring and other transformation | | Restructuring and other transformation | 36,913 | | | — | |
| | (Gain) Loss on disposal/write-down of property, plant and equipment, net | (Gain) Loss on disposal/write-down of property, plant and equipment, net | (51,249) | | | (128,935) | | (Gain) Loss on disposal/write-down of property, plant and equipment, net | (13,061) | | | (705) | |
| Total Operating Expenses | Total Operating Expenses | 995,753 | | | 813,828 | | Total Operating Expenses | 1,073,687 | | | 1,025,916 | |
| Operating Income (Loss) | Operating Income (Loss) | 293,781 | | | 305,928 | | Operating Income (Loss) | 240,662 | | | 222,130 | |
Interest Expense, Net (includes Interest Income of $2,171 and $1,127 for the three months ended June 30, 2022 and 2021, respectively) | 115,057 | | | 105,220 | | |
| Other (Income) Expense, Net | (41,217) | | | (186,230) | | |
Interest Expense, Net (includes Interest Income of $2,907 and $1,648 for the three months ended March 31, 2023 and 2022, respectively) | | Interest Expense, Net (includes Interest Income of $2,907 and $1,648 for the three months ended March 31, 2023 and 2022, respectively) | 137,169 | | | 114,442 | |
| Other Expense (Income), Net | | Other Expense (Income), Net | 21,200 | | | 55,901 | |
| Net Income (Loss) Before Provision (Benefit) for Income Taxes | Net Income (Loss) Before Provision (Benefit) for Income Taxes | 219,941 | | | 386,938 | | Net Income (Loss) Before Provision (Benefit) for Income Taxes | 82,293 | | | 51,787 | |
| Provision (Benefit) for Income Taxes | Provision (Benefit) for Income Taxes | 18,083 | | | 110,416 | | Provision (Benefit) for Income Taxes | 16,758 | | | 10,080 | |
| | Net Income (Loss) | Net Income (Loss) | 201,858 | | | 276,522 | | Net Income (Loss) | 65,535 | | | 41,707 | |
| Less: Net Income (Loss) Attributable to Noncontrolling Interests | Less: Net Income (Loss) Attributable to Noncontrolling Interests | 1,777 | | | 1,237 | | Less: Net Income (Loss) Attributable to Noncontrolling Interests | 940 | | | (592) | |
| Net Income (Loss) Attributable to Iron Mountain Incorporated | Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 200,081 | | | $ | 275,285 | | Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 64,595 | | | $ | 42,299 | |
| Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated: | Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated: | | | | Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated: | | | |
| | Basic | Basic | $ | 0.69 | | | $ | 0.95 | | Basic | $ | 0.22 | | | $ | 0.15 | |
| | Diluted | Diluted | $ | 0.68 | | | $ | 0.95 | | Diluted | $ | 0.22 | | | $ | 0.14 | |
| Weighted Average Common Shares Outstanding—Basic | Weighted Average Common Shares Outstanding—Basic | 290,756 | | | 289,247 | | Weighted Average Common Shares Outstanding—Basic | 291,442 | | | 290,328 | |
| Weighted Average Common Shares Outstanding—Diluted | Weighted Average Common Shares Outstanding—Diluted | 292,487 | | | 291,079 | | Weighted Average Common Shares Outstanding—Diluted | 293,049 | | | 291,846 | |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
| | | | | | | | | | | |
| | | |
| | SIX MONTHS ENDED JUNE 30, |
| | 2022 | | 2021 |
| Revenues: | | | |
| Storage rental | $ | 1,504,196 | | | $ | 1,426,328 | |
| Service | 1,033,384 | | | 775,468 | |
| | | |
| Total Revenues | 2,537,580 | | | 2,201,796 | |
| Operating Expenses: | | | |
| Cost of sales (excluding depreciation and amortization) | 1,103,098 | | | 926,488 | |
| | | |
| Selling, general and administrative | 576,117 | | | 518,502 | |
| Depreciation and amortization | 361,869 | | | 332,327 | |
| Acquisition and Integration Costs | 32,539 | | | 2,277 | |
| Restructuring Charges | — | | | 79,254 | |
| | | |
| | | |
| (Gain) Loss on disposal/write-down of property, plant and equipment, net | (51,954) | | | (133,386) | |
| Total Operating Expenses | 2,021,669 | | | 1,725,462 | |
| Operating Income (Loss) | 515,911 | | | 476,334 | |
Interest Expense, Net (includes Interest Income of $3,819 and $3,698 for the six months ended June 30, 2022 and 2021, respectively) | 229,499 | | | 209,642 | |
| Other Expense (Income), Net | 14,684 | | | (181,517) | |
| Net Income (Loss) Before Provision (Benefit) for Income Taxes | 271,728 | | | 448,209 | |
| Provision (Benefit) for Income Taxes | 28,163 | | | 125,056 | |
| | | |
| | | |
| Net Income (Loss) | 243,565 | | | 323,153 | |
| Less: Net Income (Loss) Attributable to Noncontrolling Interests | 1,185 | | | 2,265 | |
| Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 242,380 | | | $ | 320,888 | |
| Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated: | | | |
| | | |
| | | |
| Basic | $ | 0.83 | | | $ | 1.11 | |
| Diluted | $ | 0.83 | | | $ | 1.11 | |
| Weighted Average Common Shares Outstanding—Basic | 290,542 | | | 289,001 | |
| Weighted Average Common Shares Outstanding—Diluted | 292,166 | | | 290,303 | |
| | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 4 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS) (UNAUDITED)
| | | | THREE MONTHS ENDED JUNE 30, | | THREE MONTHS ENDED MARCH 31, |
| | | 2022 | | 2021 | | 2023 | | 2022 |
| Net Income (Loss) | Net Income (Loss) | $ | 201,858 | | | $ | 276,522 | | Net Income (Loss) | $ | 65,535 | | | $ | 41,707 | |
| Other Comprehensive (Loss) Income: | | | | |
| Other Comprehensive Income (Loss): | | Other Comprehensive Income (Loss): | | | |
| Foreign Currency Translation Adjustment | Foreign Currency Translation Adjustment | (187,786) | | | 42,543 | | Foreign Currency Translation Adjustment | 40,226 | | | 27,453 | |
| Change in Fair Value of Derivative Instruments | Change in Fair Value of Derivative Instruments | 34,211 | | | 5,634 | | Change in Fair Value of Derivative Instruments | (3,442) | | | 16,766 | |
| Total Other Comprehensive (Loss) Income: | (153,575) | | | 48,177 | | |
| Total Other Comprehensive Income (Loss): | | Total Other Comprehensive Income (Loss): | 36,784 | | | 44,219 | |
| Comprehensive Income (Loss) | Comprehensive Income (Loss) | 48,283 | | | 324,699 | | Comprehensive Income (Loss) | 102,319 | | | 85,926 | |
| Comprehensive Income (Loss) Attributable to Noncontrolling Interests | Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 819 | | | 1,156 | | Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 1,489 | | | (362) | |
| Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 47,464 | | | $ | 323,543 | | Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 100,830 | | | $ | 86,288 | |
| | | | | | | | | | | |
| | SIX MONTHS ENDED JUNE 30, |
| | 2022 | | 2021 |
| Net Income (Loss) | $ | 243,565 | | | $ | 323,153 | |
| Other Comprehensive (Loss) Income: | | | |
| Foreign Currency Translation Adjustment | (160,333) | | | (23,812) | |
| Change in Fair Value of Derivative Instruments | 50,977 | | | 20,840 | |
| Total Other Comprehensive (Loss) Income | (109,356) | | | (2,972) | |
| Comprehensive Income (Loss) | 134,209 | | | 320,181 | |
| Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 457 | | | 2,053 | |
| Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 133,752 | | | $ | 318,128 | |
The accompanying notes are an integral part of these condensed consolidated financial statements
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 54 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
| | THREE MONTHS ENDED JUNE 30, 2022 | |
| THREE MONTHS ENDED MARCH 31, 2023 | | THREE MONTHS ENDED MARCH 31, 2023 |
| | | | IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY | | | | IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY | |
| | | | COMMON STOCK | | ADDITIONAL
PAID-IN
CAPITAL | | (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS | | ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET | | NONCONTROLLING INTERESTS | | REDEEMABLE
NONCONTROLLING
INTERESTS | | | COMMON STOCK | | ADDITIONAL
PAID-IN
CAPITAL | | (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS | | ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET | | NONCONTROLLING INTERESTS | | REDEEMABLE
NONCONTROLLING
INTERESTS |
| | | TOTAL | | SHARES | | AMOUNTS | | | TOTAL | | SHARES | | AMOUNTS | |
| Balance, March 31, 2022 | $ | 758,771 | | | 290,550,440 | | | $ | 2,906 | | | $ | 4,409,051 | | | $ | (3,359,876) | | | $ | (294,358) | | | $ | 1,048 | | | | $ | 73,428 | | |
| Balance, December 31, 2022 | | Balance, December 31, 2022 | $ | 636,793 | | | 290,830,296 | | | $ | 2,908 | | | $ | 4,468,035 | | | $ | (3,392,272) | | | $ | (442,003) | | | $ | 125 | | | | $ | 95,160 | |
| Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation | Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation | 24,462 | | | 129,518 | | | 1 | | | 24,461 | | | — | | | — | | | — | | | | — | | Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation | (8,762) | | | 754,703 | | | 8 | | | (8,770) | | | — | | | — | | | — | | | | — | |
| Changes in equity related to noncontrolling interests | 4,618 | | | — | | | — | | | 983 | | | — | | | — | | | 3,635 | | | | (983) | | |
| | Parent cash dividends declared | Parent cash dividends declared | (181,197) | | | — | | | — | | | — | | | (181,197) | | | — | | | — | | | | — | | Parent cash dividends declared | (183,272) | | | — | | | — | | | — | | | (183,272) | | | — | | | — | | | | — | |
| Foreign currency translation adjustment | (186,919) | | | — | | | — | | | — | | | — | | | (186,828) | | | (91) | | | | (867) | | |
| Change in fair value of derivative instruments | 34,211 | | | — | | | — | | | — | | | — | | | 34,211 | | | — | | | | — | | |
| Other comprehensive income (loss) | | Other comprehensive income (loss) | 36,235 | | | — | | | — | | | — | | | — | | | 36,235 | | | — | | | | 549 | |
| | Net income (loss) | Net income (loss) | 200,315 | | | — | | | — | | | — | | | 200,081 | | | — | | | 234 | | | | 1,543 | | Net income (loss) | 64,595 | | | — | | | — | | | — | | | 64,595 | | | — | | | — | | | | 940 | |
| | Noncontrolling interests equity contributions and related costs | (2,486) | | | — | | | — | | | (2,486) | | | — | | | — | | | — | | | | 21,547 | | |
| | Noncontrolling interests dividends | Noncontrolling interests dividends | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | (711) | | Noncontrolling interests dividends | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | (1,019) | |
| | Balance, June 30, 2022 | $ | 651,775 | | | 290,679,958 | | | $ | 2,907 | | | $ | 4,432,009 | | | $ | (3,340,992) | | | $ | (446,975) | | | $ | 4,826 | | | | $ | 93,957 | | |
| Balance, March 31, 2023 | | Balance, March 31, 2023 | $ | 545,589 | | | 291,584,999 | | | $ | 2,916 | | | $ | 4,459,265 | | | $ | (3,510,949) | | | $ | (405,768) | | | $ | 125 | | | | $ | 95,630 | |
| | SIX MONTHS ENDED JUNE 30, 2022 | |
| THREE MONTHS ENDED MARCH 31, 2022 | | THREE MONTHS ENDED MARCH 31, 2022 |
| | | | IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY | | | | IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY | |
| | | | COMMON STOCK | | ADDITIONAL
PAID-IN
CAPITAL | | (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS | | ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET | | NONCONTROLLING
INTERESTS | | REDEEMABLE
NONCONTROLLING
INTERESTS | | | COMMON STOCK | | ADDITIONAL
PAID-IN
CAPITAL | | (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS | | ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET | | NONCONTROLLING
INTERESTS | | REDEEMABLE
NONCONTROLLING
INTERESTS |
| | | TOTAL | | SHARES | | AMOUNTS | | | TOTAL | | SHARES | | AMOUNTS | |
| Balance, December 31, 2021 | Balance, December 31, 2021 | $ | 857,068 | | | 289,757,061 | | | $ | 2,898 | | | $ | 4,412,553 | | | $ | (3,221,152) | | | $ | (338,347) | | | $ | 1,116 | | | | $ | 72,411 | | Balance, December 31, 2021 | $ | 857,068 | | | 289,757,061 | | | $ | 2,898 | | | $ | 4,412,553 | | | $ | (3,221,152) | | | $ | (338,347) | | | $ | 1,116 | | | | $ | 72,411 | |
| Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation | Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation | 22,960 | | | 922,897 | | | 9 | | | 22,951 | | | — | | | — | | | — | | | | — | | Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation | (1,502) | | | 793,379 | | | 8 | | | (1,510) | | | — | | | — | | | — | | | | — | |
| Changes in equity related to noncontrolling interests | Changes in equity related to noncontrolling interests | 2,626 | | | — | | | — | | | (1,009) | | | — | | | — | | | 3,635 | | | | 1,009 | | Changes in equity related to noncontrolling interests | (1,992) | | | — | | | — | | | (1,992) | | | — | | | — | | | — | | | | 1,992 | |
| Parent cash dividends declared | Parent cash dividends declared | (362,220) | | | — | | | — | | | — | | | (362,220) | | | — | | | — | | | | — | | Parent cash dividends declared | (181,023) | | | — | | | — | | | — | | | (181,023) | | | — | | | — | | | | — | |
| Foreign currency translation adjustment | (159,764) | | | — | | | — | | | — | | | — | | | (159,605) | | | (159) | | | | (569) | | |
| Change in fair value of derivative instruments | 50,977 | | | — | | | — | | | — | | | — | | | 50,977 | | | — | | | | — | | |
| Other comprehensive income (loss) | | Other comprehensive income (loss) | 43,921 | | | — | | | — | | | — | | | — | | | 43,989 | | | (68) | | | | 298 | |
| | Net income (loss) | Net income (loss) | 242,614 | | | — | | | — | | | — | | | 242,380 | | | — | | | 234 | | | | 951 | | Net income (loss) | 42,299 | | | — | | | — | | | — | | | 42,299 | | | — | | | — | | | | (592) | |
| | Noncontrolling interests equity contributions and related costs | (2,486) | | | — | | | — | | | (2,486) | | | — | | | — | | | — | | | | 21,547 | | |
| | Noncontrolling interests dividends | Noncontrolling interests dividends | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | (1,392) | | Noncontrolling interests dividends | — | | | — | | | — | | | — | | | — | | | — | | | — | | | | (681) | |
| | Balance, June 30, 2022 | $ | 651,775 | | | 290,679,958 | | | $ | 2,907 | | | $ | 4,432,009 | | | $ | (3,340,992) | | | $ | (446,975) | | | $ | 4,826 | | | | $ | 93,957 | | |
| Balance, March 31, 2022 | | Balance, March 31, 2022 | $ | 758,771 | | | 290,550,440 | | | $ | 2,906 | | | $ | 4,409,051 | | | $ | (3,359,876) | | | $ | (294,358) | | | $ | 1,048 | | | | $ | 73,428 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 6 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, 2021 |
| | | | IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY | | | | |
| | | | COMMON STOCK | | ADDITIONAL
PAID-IN
CAPITAL | | (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS | | ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET | | | | REDEEMABLE
NONCONTROLLING
INTERESTS |
| | TOTAL | | SHARES | | AMOUNTS | | | | | |
| Balance, March 31, 2021 | $ | 959,707 | | | 288,727,747 | | | $ | 2,888 | | | $ | 4,347,151 | | | $ | (3,083,421) | | | $ | (306,911) | | | | | $ | 61,601 | |
| Issuance of shares under employee stock purchase plan and option plans and stock-based compensation | 45,252 | | | 731,021 | | | 7 | | | 45,245 | | | — | | | — | | | | | — | |
| | | | | | | | | | | | | | | |
| Parent cash dividends declared | (180,760) | | | — | | | — | | | — | | | (180,760) | | | — | | | | | — | |
| Foreign currency translation adjustment | 42,624 | | | — | | | — | | | — | | | — | | | 42,624 | | | | | (81) | |
| Change in fair value of derivative instruments | 5,634 | | | — | | | — | | | — | | | — | | | 5,634 | | | | | — | |
| Net income (loss) | 275,285 | | | — | | | — | | | — | | | 275,285 | | | — | | | | | 1,237 | |
| Noncontrolling interests dividends | — | | | — | | | — | | | — | | | — | | | — | | | | | (664) | |
| Purchase of noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | | | 2,567 | |
| Balance, June 30, 2021 | $ | 1,147,742 | | | 289,458,768 | | | $ | 2,895 | | | $ | 4,392,396 | | | $ | (2,988,896) | | | $ | (258,653) | | | | | $ | 64,660 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| SIX MONTHS ENDED JUNE 30, 2021 |
| | | | IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY | | | | |
| | | | COMMON STOCK | | ADDITIONAL
PAID-IN
CAPITAL | | (DISTRIBUTIONS
IN EXCESS OF
EARNINGS) EARNINGS IN
EXCESS OF
DISTRIBUTIONS | | ACCUMULATED
OTHER
COMPREHENSIVE
ITEMS, NET | | | | REDEEMABLE
NONCONTROLLING
INTERESTS |
| | TOTAL | | SHARES | | AMOUNTS | | | | | |
| Balance, December 31, 2020 | $ | 1,136,729 | | | 288,273,049 | | | $ | 2,883 | | | $ | 4,340,078 | | | $ | (2,950,339) | | | $ | (255,893) | | | | | $ | 59,805 | |
| Issuance of shares under employee stock purchase plan and option plans and stock-based compensation | 51,650 | | | 1,185,719 | | | 12 | | | 51,638 | | | — | | | — | | | | | — | |
| Change in equity related to redeemable noncontrolling interests | 680 | | | — | | | — | | | 680 | | | — | | | — | | | | | (680) | |
| Parent cash dividends declared | (359,445) | | | — | | | — | | | — | | | (359,445) | | | — | | | | | — | |
| Foreign currency translation adjustment | (23,600) | | | — | | | — | | | — | | | — | | | (23,600) | | | | | (212) | |
| Change in fair value of derivative instruments | 20,840 | | | — | | | — | | | — | | | — | | | 20,840 | | | | | — | |
| Net income (loss) | 320,888 | | | — | | | — | | | — | | | 320,888 | | | — | | | | | 2,265 | |
| Noncontrolling interests equity contributions | — | | | — | | | — | | | — | | | — | | | — | | | | | 2,200 | |
| Noncontrolling interests dividends | — | | | — | | | — | | | — | | | — | | | — | | | | | (1,285) | |
| Purchase of noncontrolling interests | — | | | — | | | — | | | — | | | — | | | — | | | | | 2,567 | |
| Balance, June 30, 2021 | $ | 1,147,742 | | | 289,458,768 | | | $ | 2,895 | | | $ | 4,392,396 | | | $ | (2,988,896) | | | $ | (258,653) | | | | | $ | 64,660 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 75 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) (UNAUDITED) | | | | SIX MONTHS ENDED JUNE 30, | | THREE MONTHS ENDED MARCH 31, |
| | | 2022 | | 2021 | | 2023 | | 2022 |
| Cash Flows from Operating Activities: | Cash Flows from Operating Activities: | | | Cash Flows from Operating Activities: | | |
| Net income (loss) | Net income (loss) | $ | 243,565 | | | $ | 323,153 | | Net income (loss) | $ | 65,535 | | | $ | 41,707 | |
| | Adjustments to reconcile net income (loss) to cash flows from operating activities: | Adjustments to reconcile net income (loss) to cash flows from operating activities: | | | | Adjustments to reconcile net income (loss) to cash flows from operating activities: | | | |
| Depreciation | Depreciation | 236,496 | | | 226,939 | | Depreciation | 120,066 | | | 120,393 | |
| Amortization (includes amortization of deferred financing costs and discounts of $9,064 and $8,443 for the six months ended June 30, 2022 and 2021, respectively) | 134,437 | | | 113,831 | | |
| Amortization (includes amortization of deferred financing costs and discounts of $4,332 and $4,389 for the three months ended March 31, 2023 and 2022, respectively) | | Amortization (includes amortization of deferred financing costs and discounts of $4,332 and $4,389 for the three months ended March 31, 2023 and 2022, respectively) | 66,360 | | | 67,611 | |
| | Revenue reduction associated with amortization of customer inducements and above- and below-market leases | Revenue reduction associated with amortization of customer inducements and above- and below-market leases | 3,681 | | | 4,327 | | Revenue reduction associated with amortization of customer inducements and above- and below-market leases | 1,760 | | | 1,860 | |
| Stock-based compensation expense | Stock-based compensation expense | 31,597 | | | 33,652 | | Stock-based compensation expense | 12,509 | | | 11,341 | |
| (Benefit) provision for deferred income taxes | (18,491) | | | 30,899 | | |
| Provision (benefit) for deferred income taxes | | Provision (benefit) for deferred income taxes | 4,183 | | | (10,142) | |
| Loss on early extinguishment of debt | Loss on early extinguishment of debt | 671 | | | — | | Loss on early extinguishment of debt | — | | | 671 | |
| Gain on IPM divestment | — | | | (181,196) | | |
| (Gain) loss on disposal/write-down of property, plant and equipment, net | (Gain) loss on disposal/write-down of property, plant and equipment, net | (51,954) | | | (133,386) | | (Gain) loss on disposal/write-down of property, plant and equipment, net | (13,061) | | | (705) | |
| | Loss associated with OSG deconsolidation | 105,825 | | | — | | |
| Loss (gain) on divestments and deconsolidations | | Loss (gain) on divestments and deconsolidations | — | | | 105,825 | |
| | Gain associated with Clutter Transaction | Gain associated with Clutter Transaction | (35,821) | | | — | | Gain associated with Clutter Transaction | — | | | (35,821) | |
| Foreign currency transactions and other, net | Foreign currency transactions and other, net | (58,821) | | | 2,727 | | Foreign currency transactions and other, net | 34,435 | | | (7,219) | |
| (Increase) decrease in assets | (Increase) decrease in assets | (194,756) | | | (83,975) | | (Increase) decrease in assets | (33,530) | | | (105,321) | |
| (Decrease) increase in liabilities | (Decrease) increase in liabilities | (50,505) | | | 52,231 | | (Decrease) increase in liabilities | (129,449) | | | (135,694) | |
| | Cash Flows from Operating Activities | Cash Flows from Operating Activities | 345,924 | | | 389,202 | | Cash Flows from Operating Activities | 128,808 | | | 54,506 | |
| | Cash Flows from Investing Activities: | Cash Flows from Investing Activities: | | | | Cash Flows from Investing Activities: | | | |
| Capital expenditures | Capital expenditures | (330,220) | | | (295,586) | | Capital expenditures | (265,906) | | | (161,050) | |
| Cash paid for acquisitions, net of cash acquired | Cash paid for acquisitions, net of cash acquired | (718,657) | | | (35,723) | | Cash paid for acquisitions, net of cash acquired | (1,094) | | | (717,907) | |
| | Acquisition of customer relationships | (148) | | | (3,641) | | |
| | Customer inducements | Customer inducements | (4,624) | | | (3,818) | | Customer inducements | (1,357) | | | (1,913) | |
| Contract fulfillment costs | Contract fulfillment costs | (33,951) | | | (29,023) | | Contract fulfillment costs | (24,014) | | | (14,237) | |
| | Investments in joint ventures and other investments | Investments in joint ventures and other investments | — | | | (63,135) | | Investments in joint ventures and other investments | (15,830) | | | — | |
| Net proceeds from IPM Divestment | — | | | 213,878 | | |
| Proceeds from sales of property and equipment and other, net | Proceeds from sales of property and equipment and other, net | 96,497 | | | 209,697 | | Proceeds from sales of property and equipment and other, net | 35,658 | | | 5,353 | |
| Cash Flows from Investing Activities | Cash Flows from Investing Activities | (991,103) | | | (7,351) | | Cash Flows from Investing Activities | (272,543) | | | (889,754) | |
| | Cash Flows from Financing Activities: | Cash Flows from Financing Activities: | | | | Cash Flows from Financing Activities: | | | |
| Repayment of revolving credit facility, term loan facilities and other debt | Repayment of revolving credit facility, term loan facilities and other debt | (5,351,720) | | | (1,620,167) | | Repayment of revolving credit facility, term loan facilities and other debt | (4,649,926) | | | (2,278,884) | |
| Proceeds from revolving credit facility, term loan facilities and other debt | Proceeds from revolving credit facility, term loan facilities and other debt | 6,255,829 | | | 1,763,597 | | Proceeds from revolving credit facility, term loan facilities and other debt | 5,008,631 | | | 3,254,197 | |
| | Debt financing and equity contribution from noncontrolling interests | 21,547 | | | — | | |
| | | Debt repayment and equity distribution to noncontrolling interests | Debt repayment and equity distribution to noncontrolling interests | (1,392) | | | (1,285) | | Debt repayment and equity distribution to noncontrolling interests | (1,019) | | | (681) | |
| Repurchase of noncontrolling interest | — | | | (75,000) | | |
| | Parent cash dividends | Parent cash dividends | (364,223) | | | (359,824) | | Parent cash dividends | (186,514) | | | (184,361) | |
| | Net (payments) proceeds associated with employee stock-based awards | Net (payments) proceeds associated with employee stock-based awards | (8,636) | | | 17,998 | | Net (payments) proceeds associated with employee stock-based awards | (21,271) | | | (12,843) | |
| | Other, net | Other, net | (9,405) | | | 3,742 | | Other, net | — | | | (5,875) | |
| Cash Flows from Financing Activities | Cash Flows from Financing Activities | 542,000 | | | (270,939) | | Cash Flows from Financing Activities | 149,901 | | | 771,553 | |
| | Effect of Exchange Rates on Cash and Cash Equivalents | Effect of Exchange Rates on Cash and Cash Equivalents | (7,903) | | | (47) | | Effect of Exchange Rates on Cash and Cash Equivalents | (1,521) | | | 3,527 | |
| (Decrease) increase in Cash and Cash Equivalents | (111,082) | | | 110,865 | | |
| Increase (decrease) in Cash and Cash Equivalents | | Increase (decrease) in Cash and Cash Equivalents | 4,645 | | | (60,168) | |
| Cash and Cash Equivalents, Beginning of Period | Cash and Cash Equivalents, Beginning of Period | 255,828 | | | 205,063 | | Cash and Cash Equivalents, Beginning of Period | 141,797 | | | 255,828 | |
| Cash and Cash Equivalents, End of Period | Cash and Cash Equivalents, End of Period | $ | 144,746 | | | $ | 315,928 | | Cash and Cash Equivalents, End of Period | $ | 146,442 | | | $ | 195,660 | |
| Supplemental Information: | Supplemental Information: | | | Supplemental Information: | | |
| Cash Paid for Interest | Cash Paid for Interest | $ | 227,633 | | | $ | 217,687 | | Cash Paid for Interest | $ | 204,902 | | | $ | 179,079 | |
| Cash Paid for Income Taxes, Net | Cash Paid for Income Taxes, Net | $ | 57,135 | | | $ | 45,246 | | Cash Paid for Income Taxes, Net | $ | 18,629 | | | $ | 19,277 | |
| Non-Cash Investing and Financing Activities: | Non-Cash Investing and Financing Activities: | | | | Non-Cash Investing and Financing Activities: | | | |
| | Financing Leases | Financing Leases | $ | 12,878 | | | $ | 13,775 | | Financing Leases | $ | 20,194 | | | $ | 5,190 | |
| Accrued Capital Expenditures | Accrued Capital Expenditures | $ | 98,210 | | | $ | 45,665 | | Accrued Capital Expenditures | $ | 207,425 | | | $ | 78,466 | |
| | Deferred Purchase Obligation and Other | $ | 276,017 | | | $ | — | | |
| Deferred Purchase Obligations | | Deferred Purchase Obligations | $ | 197,222 | | | $ | 276,300 | |
| | Dividends Payable | Dividends Payable | $ | 188,556 | | | $ | 187,488 | | Dividends Payable | $ | 191,030 | | | $ | 187,220 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 86 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data) (Unaudited)
1. GENERAL
The unaudited condensed consolidated financial statements of Iron Mountain Incorporated, a Delaware corporation, ("IMI"), and its subsidiaries ("we" or "us"), have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted pursuant to those rules and regulations, but we believe that the disclosures included herein are adequate to make the information presented not misleading. Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. The interim condensed consolidated financial statements are presented herein and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year.
The Condensed Consolidated Financial Statements and Notes thereto, which are included herein, should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 20212022 included in our Annual Report on Form 10-K filed with the SEC on February 24, 202223, 2023 (our "Annual Report").
In September 2022, we announced a global program designed to accelerate the growth of our business ("Project Matterhorn"). See Note 11.
We have been organized and have operated as a real estate investment trust for United States federal income tax purposes ("REIT") beginning with our taxable year ended December 31, 2014.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and cash invested in highly liquid short-term securities, which have remaining maturities at the date of purchase of less than 90 days. Cash and cash equivalents are carried at cost, which approximates fair value.
B. ACCOUNTS RECEIVABLE
We maintain an allowance for doubtful accounts and a credit memo reserve for estimated losses resulting from the potential inability of our customers to make required payments and potential disputes regarding billing and service issues. The rollforward of the allowance for doubtful accounts and credit memo reserves for the sixthree months ended June 30, 2022March 31, 2023 is as follows:
| | | | | | | | | | | | | | | |
| | | | | | | | | |
| | Balance as of December 31, 20212022 | | $ | 62,00954,143 | | | | | | |
| | Credit memos charged to revenue | | 26,09123,392 | | | | | | |
| | Allowance for bad debts charged to expense | | 9,01010,242 | | | | | | |
| | Deductions and other(1) | | (41,395)(26,738) | | | | | |
| | Balance as of June 30, 2022March 31, 2023 | | $ | 55,71561,039 | | | | | | |
| | | | | | | | | |
(1)Primarily consists of the issuance of credit memos, the write-off of accounts receivable allowances associated with businesses acquired and the impact associated with currency translation adjustments.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 97 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
C. INVENTORY
Inventories are stated at the lower of cost or net realizable value, based on a first-in, first-out methodology. Our inventory primarily consists of information technology-related assets including memory, central processing units, hard drives, adaptors and networking. All of our inventory is considered finished goods. Inventory is included as a component of Prepaid expenses and other in our Condensed Consolidated Balance Sheets. At June 30, 2022, we have inventory of approximately $22,400, net of related reserves for obsolete, excess and slow-moving inventory, which was acquired as part of the ITRenew Transaction (as defined in Note 3). We had no inventory as of December 31, 2021.
D. LEASES
We lease facilities for certain warehouses, data centers and office space. We also have land leases, including those on which certain facilities are located.
Operating and financing lease right-of-use assets and lease liabilities as of June 30, 2022March 31, 2023 and December 31, 20212022 are as follows:
| | DESCRIPTION | DESCRIPTION | | JUNE 30, 2022 | | DECEMBER 31, 2021 | DESCRIPTION | | MARCH 31, 2023 | | DECEMBER 31, 2022 |
| Assets: | Assets: | | Assets: | |
| Operating lease right-of-use assets | Operating lease right-of-use assets | | $ | 2,512,377 | | | $ | 2,314,422 | | Operating lease right-of-use assets | | $ | 2,666,951 | | | $ | 2,583,704 | |
Financing lease right-of-use assets, net of accumulated depreciation(1) | Financing lease right-of-use assets, net of accumulated depreciation(1) | | 261,762 | | | 298,049 | | Financing lease right-of-use assets, net of accumulated depreciation(1) | | 250,216 | | | 251,690 | |
| Liabilities: | Liabilities: | | Liabilities: | |
| Current | Current | | Current | |
| Operating lease liabilities | Operating lease liabilities | | $ | 262,044 | | | $ | 259,597 | | Operating lease liabilities | | $ | 293,795 | | | $ | 288,738 | |
Financing lease liabilities(1) | Financing lease liabilities(1) | | 36,377 | | | 41,168 | | Financing lease liabilities(1) | | 47,516 | | | 43,857 | |
| Long-term | Long-term | | Long-term | |
| Operating lease liabilities | Operating lease liabilities | | $ | 2,371,270 | | | $ | 2,171,472 | | Operating lease liabilities | | $ | 2,513,817 | | | $ | 2,429,167 | |
Financing lease liabilities(1) | Financing lease liabilities(1) | | 286,548 | | | 315,561 | | Financing lease liabilities(1) | | 294,517 | | | 289,048 | |
(1)Financing lease right-of-use assets, current financing lease liabilities and long-term financing lease liabilities are included within Property, Plant and Equipment, Net, Current portion of long-term debt and Long-term Debt, net of current portion, respectively, within our Condensed Consolidated Balance Sheets.
The components of the lease expense for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 are as follows:
| | | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, | | THREE MONTHS ENDED MARCH 31, |
| DESCRIPTION | DESCRIPTION | | 2022 | | 2021 | | 2022 | | 2021 | DESCRIPTION | | 2023 | | 2022 |
Operating lease cost(1) | Operating lease cost(1) | | $ | 139,863 | | | $ | 135,086 | | | $ | 283,393 | | | $ | 267,761 | | Operating lease cost(1) | | $ | 155,873 | | | $ | 143,530 | |
| Financing lease cost: | Financing lease cost: | | Financing lease cost: | |
| Depreciation of financing lease right-of-use assets | Depreciation of financing lease right-of-use assets | | $ | 10,578 | | | $ | 12,408 | | | $ | 22,032 | | | $ | 25,056 | | Depreciation of financing lease right-of-use assets | | $ | 10,008 | | | $ | 11,454 | |
| Interest expense for financing lease liabilities | Interest expense for financing lease liabilities | | 4,359 | | | 4,910 | | | 9,037 | | | 9,885 | | Interest expense for financing lease liabilities | | 4,341 | | | 4,678 | |
(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $28,788$31,580 and $59,296$30,508 for the three and six months ended June 30,March 31, 2023 and 2022, respectively, and $29,219 and $57,587respectively.
Other information: Supplemental cash flow information relating to our leases for the three and six months ended June 30, 2021, respectively.March 31, 2023 and 2022 is as follows:
| | | | | | | | | | | | | | |
| | THREE MONTHS ENDED MARCH 31, |
| CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES: | | 2023 | | 2022 |
| Operating cash flows used in operating leases | | $ | 108,723 | | | $ | 101,605 | |
| | | | |
| Operating cash flows used in financing leases (interest) | | 4,341 | | | 4,678 | |
| Financing cash flows used in financing leases | | 11,714 | | | 10,362 | |
| | | | |
| NON-CASH ITEMS: | | | | |
| Operating lease modifications and reassessments | | $ | 18,163 | | | $ | 23,767 | |
| New operating leases (including acquisitions and sale-leaseback transactions) | | 113,853 | | | 125,902 | |
In addition to the leases signed but not yet commenced that were disclosed in Note 2.j. to Notes to Consolidated Financial Statements included in our Annual Report, we entered into an operating lease in March 2023 that is expected to commence in July 2024, with an initial lease term of 25 years. The total undiscounted minimum lease payments for this lease are approximately $170,100.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 108 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Other information: Supplemental cash flow information relatingD. GOODWILL
Our reporting units as of December 31, 2022 are described in detail in Note 2.l. to Notes to Consolidated Financial Statements included in our leasesAnnual Report.
The changes in the carrying value of goodwill attributable to each reportable segment for the sixthree months ended June 30, 2022 and 2021 isMarch 31, 2023 are as follows:
| | | | | | | | | | | | | | |
| | SIX MONTHS ENDED JUNE 30, |
| CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES: | | 2022 | | 2021 |
| Operating cash flows used in operating leases | | $ | 200,958 | | | $ | 192,039 | |
| | | | |
| Operating cash flows used in financing leases (interest) | | 9,037 | | | 9,885 | |
| Financing cash flows used in financing leases | | 20,084 | | | 23,656 | |
| | | | |
| NON-CASH ITEMS: | | | | |
| Operating lease modifications and reassessments | | $ | 67,699 | | | $ | 63,047 | |
| New operating leases (including acquisitions and sale-leaseback transactions) | | 382,890 | | | 210,881 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| GLOBAL RIM BUSINESS | | GLOBAL DATA CENTER BUSINESS | | | | CORPORATE AND OTHER | | TOTAL CONSOLIDATED |
| Goodwill balance, net of accumulated amortization as of December 31, 2022 | $ | 3,852,946 | | | $ | 418,502 | | | | | $ | 611,286 | | | $ | 4,882,734 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Fair value and other adjustments | 71 | | | — | | | | | 2,333 | | | 2,404 | |
| Currency effects | 9,239 | | | 2,064 | | | | | 320 | | | 11,623 | |
| Goodwill balance, net of accumulated amortization as of March 31, 2023 | $ | 3,862,256 | | | $ | 420,566 | | | | | $ | 613,939 | | | $ | 4,896,761 | |
| Accumulated goodwill impairment balance as of March 31, 2023 | $ | 132,409 | | | $ | — | | | | | $ | 26,011 | | | $ | 158,420 | |
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 119 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. GOODWILLFAIR VALUE MEASUREMENTS
Our reporting unitsThe assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2023 and December 31, 20212022 are described in detailas follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | FAIR VALUE MEASUREMENTS AT MARCH 31, 2023 USING |
| DESCRIPTION | | TOTAL CARRYING
VALUE AT
MARCH 31, 2023 | | QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1) | | SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2) | | SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3) |
| Money Market Funds | | $ | 9,786 | | | $ | — | | | $ | 9,786 | | | $ | — | |
| Time Deposits | | 1,721 | | | — | | | 1,721 | | | — | |
| Trading Securities | | 9,380 | | | 9,347 | | | 33 | | | — | |
| Derivative Assets | | 42,105 | | | — | | | 42,105 | | | — | |
| Derivative Liabilities | | 3,443 | | | — | | | 3,443 | | | — | |
Deferred Purchase Obligations(1) | | 197,222 | | | — | | | — | | | 197,222 | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2022 USING |
| DESCRIPTION | | TOTAL CARRYING
VALUE AT
DECEMBER 31, 2022 | | QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1) | | SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2) | | SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3) |
| Money Market Funds | | $ | 11,311 | | | $ | — | | | $ | 11,311 | | | $ | — | |
| Time Deposits | | 1,102 | | | — | | | 1,102 | | | — | |
| Trading Securities | | 9,462 | | | 9,426 | | | 36 | | | — | |
| Derivative Assets | | 51,396 | | | — | | | 51,396 | | | — | |
| Derivative Liabilities | | 489 | | | — | | | 489 | | | — | |
Deferred Purchase Obligations(1) | | 193,033 | | | — | | | — | | | 193,033 | |
(1)Primarily relates to the fair value of the Deferred Purchase Obligation (as defined in Note 2.k.3 to Notes to Consolidated Financial Statements included in our Annual Report. DuringReport) associated with the second quarter of 2022,ITRenew Transaction (as defined below in Note 3), which was determined utilizing a Monte-Carlo model and takes into account our forecasted projections as a resultit relates to the underlying performance of the realignmentbusiness. The Monte-Carlo simulation model incorporates assumptions as to expected gross profits over the applicable achievement period, including adjustments for the volatility of our global managerial structure, we reassessedtiming and amount of the composition of our reportable segments (see Note 9 for a descriptionassociated revenue and definition of our reportable segments)costs, as well as our reporting units.
| | |
We note the following changes to our reporting units as a result of the reassessment described above: |
•discount rates that account for the risk of the underlying arrangement and overall market risks. Any material change to these assumptions may result in a significantly higher or lower fair value of the Deferred Purchase Obligation. The change in value of the Deferred Purchase Obligation during the three months ended March 31, 2023 was driven by the accretion of the obligation to present value.our former Europe RIM reporting unit is now managed as 2 separate reporting units: (1) our Middle East, North Africa and Turkey ("MENAT") businesses will comprise our "MENAT RIM" reporting unit and (2) our other businesses in Europe and South Africa ("ESA") will comprise our “ESA RIM” reporting unit;
•our former ANZ RIM and Asia RIM reporting units are now managed as 1 "APAC RIM" reporting unit; and
•our asset lifecycle management ("ALM") business, which includes our legacy secure IT asset disposition business (which was primarily previously included in our North America RIM reporting unit) and the business acquired through our acquisition of Intercept Parent, Inc. ("ITRenew"), will comprise our newly formed "ALM" reporting unit.
|
There were no changes to our Latin America RIM, Global Data Center and Fine Arts reporting units. We have reassigned goodwill associated with the reporting units impacted by the reorganizationmaterial items that were measured at fair value on a relative fair valuenon-recurring basis where appropriate. The fair value of each of our new reporting units was determined based on the application of a combined weighted average approach of preliminary fair value multiples of revenueat March 31, 2023 and earnings and discounted cash flow techniques. These fair values represent our best estimate and preliminary assessment of goodwill allocations to each of the new reporting units on a relative fair value basis. We have completed an interim goodwill impairment analysis before and after the reporting unit changes, and we have concluded that the goodwill associated with each of our reporting units was not impaired.
The goodwill associated with acquisitions completed during the six months ofDecember 31, 2022 (as describedother than those disclosed in Note 3) has been incorporated into2.p. to Notes to Consolidated Financial Statements included in our current reporting units.
The changes in the carrying value of goodwill attributable to each reportable segment for the six months ended June 30, 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| GLOBAL RIM BUSINESS | | GLOBAL DATA CENTER BUSINESS | | | | CORPORATE AND OTHER BUSINESS | | TOTAL CONSOLIDATED |
| Goodwill balance, net of accumulated amortization as of December 31, 2021 | $ | 3,976,261 | | | $ | 426,074 | | | | | $ | 61,196 | | | $ | 4,463,531 | |
| | | | | | | | | |
| Non-tax deductible goodwill acquired during the period | 696 | | | — | | | | | 581,195 | | | 581,891 | |
| | | | | | | | | |
Goodwill reallocation due to the change in reportable segments(1) | (3,409) | | | — | | | | | 3,409 | | | — | |
Fair value and other adjustments(2) | (12,247) | | | — | | | | | 384 | | | (11,863) | |
| Currency effects | (97,746) | | | (10,569) | | | | | (1,553) | | | (109,868) | |
| Goodwill balance, net of accumulated amortization as of June 30, 2022 | $ | 3,863,555 | | | $ | 415,505 | | | | | $ | 644,631 | | | $ | 4,923,691 | |
| | | | | | | | | |
| Accumulated goodwill impairment balance as of June 30, 2022 | $ | 132,409 | | | $ | — | | | | | $ | 26,011 | | | $ | 158,420 | |
(1)For additional information regarding the changes that were made to our reportable segments in the second quarter of 2022, see Note 9.
(2)This amount represents an adjustment to goodwill as a result of the deconsolidation of certain businesses, as described in Note 2.l.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 1210 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
F. FAIR VALUE MEASUREMENTS
The assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2022 and December 31, 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | FAIR VALUE MEASUREMENTS AT JUNE 30, 2022 USING |
| DESCRIPTION | | TOTAL CARRYING
VALUE AT
JUNE 30, 2022 | | QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1) | | SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2) | | SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3) |
| Money Market Funds | | $ | 7,164 | | | $ | — | | | $ | 7,164 | | | $ | — | |
| Time Deposits | | 1,397 | | | — | | | 1,397 | | | — | |
| Trading Securities | | 10,597 | | | 10,531 | | | 66 | | | — | |
| Derivative Assets | | 53,654 | | | — | | | 53,654 | | | — | |
| Deferred Purchase Obligation (as defined in Note 3) | | 275,100 | | | — | | | — | | | 275,100 | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2021 USING |
| DESCRIPTION | | TOTAL CARRYING
VALUE AT
DECEMBER 31, 2021 | | QUOTED PRICES IN
ACTIVE MARKETS
(LEVEL 1) | | SIGNIFICANT OTHER
OBSERVABLE INPUTS
(LEVEL 2) | | SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3) |
| Money Market Funds | | $ | 101,022 | | | $ | — | | | $ | 101,022 | | | $ | — | |
| Time Deposits | | 2,238 | | | — | | | 2,238 | | | — | |
| Trading Securities | | 11,147 | | | 11,062 | | | 85 | | | — | |
| Derivative Assets | | 11,021 | | | — | | | 11,021 | | | — | |
| Derivative Liabilities | | 8,344 | | | — | | | 8,344 | | | — | |
There were no material items that are measured at fair value on a non-recurring basis at June 30, 2022 and December 31, 2021, other than (i) those disclosed in Note 2.o. to Notes to Consolidated Financial Statements included in our Annual Report, (ii) assets acquired and liabilities assumed through the ITRenew Transaction (as defined and described in Note 3), (iii) our investment in the Clutter JV (as defined in Note 4), and (iv) the fair value of our retained investment of our deconsolidated businesses (as described in Note 2.l.), all of which are based on Level 3 inputs. The fair value of the Deferred Purchase Obligation associated with the ITRenew Transaction was determined utilizing a Monte-Carlo model and takes into account our forecasted projections as it relates to the underlying performance of the business. There were no significant changes to the inputs to the model as of June 30, 2022.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 13 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
G. ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET
The changes in accumulatedAccumulated other comprehensive items, net for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, 2022 | | THREE MONTHS ENDED JUNE 30, 2021 | |
| | FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS | | CHANGE IN FAIR VALUE OF
DERIVATIVE
INSTRUMENTS | | TOTAL | | FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS | | CHANGE IN FAIR VALUE OF
DERIVATIVE
INSTRUMENTS | | TOTAL | | | | | |
| Beginning of Period | $ | (313,801) | | | $ | 19,443 | | | $ | (294,358) | | | $ | (272,414) | | | $ | (34,497) | | | $ | (306,911) | | | | | | |
| Other comprehensive (loss) income: | | | | | | | | | | | | | | | | |
| Foreign currency translation and other adjustments | (186,828) | | | — | | | (186,828) | | | 42,624 | | | — | | | 42,624 | | | | | | |
| Change in fair value of derivative instruments | — | | | 34,211 | | | 34,211 | | | — | | | 5,634 | | | 5,634 | | | | | | |
| Total other comprehensive (loss) income | (186,828) | | | 34,211 | | | (152,617) | | | 42,624 | | | 5,634 | | | 48,258 | | | | | | |
| End of Period | $ | (500,629) | | | $ | 53,654 | | | $ | (446,975) | | | $ | (229,790) | | | $ | (28,863) | | | $ | (258,653) | | | | | | |
| | | SIX MONTHS ENDED JUNE 30, 2022 | | SIX MONTHS ENDED JUNE 30, 2021 | | THREE MONTHS ENDED MARCH 31, 2023 | | THREE MONTHS ENDED MARCH 31, 2022 | |
| | | FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS | | CHANGE IN FAIR VALUE OF
DERIVATIVE
INSTRUMENTS | | TOTAL | | FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS | | CHANGE IN FAIR VALUE OF
DERIVATIVE
INSTRUMENTS | | TOTAL | | FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS | | CHANGE IN FAIR VALUE OF
DERIVATIVE
INSTRUMENTS | | TOTAL | | FOREIGN
CURRENCY
TRANSLATION AND OTHER
ADJUSTMENTS | | CHANGE IN FAIR VALUE OF
DERIVATIVE
INSTRUMENTS | | TOTAL | |
| Beginning of Period | Beginning of Period | $ | (341,024) | | | $ | 2,677 | | | $ | (338,347) | | | $ | (206,190) | | | $ | (49,703) | | | $ | (255,893) | | Beginning of Period | $ | (454,509) | | | $ | 12,506 | | | $ | (442,003) | | | $ | (341,024) | | | $ | 2,677 | | | $ | (338,347) | | |
| Other comprehensive (loss) income: | | |
| Other comprehensive income (loss): | | Other comprehensive income (loss): | | |
| Foreign currency translation and other adjustments | Foreign currency translation and other adjustments | (159,605) | | | — | | | (159,605) | | | (23,600) | | | — | | | (23,600) | | Foreign currency translation and other adjustments | 39,677 | | | — | | | 39,677 | | | 27,223 | | | — | | | 27,223 | | |
| Change in fair value of derivative instruments | Change in fair value of derivative instruments | — | | | 50,977 | | | 50,977 | | | — | | | 20,840 | | | 20,840 | | Change in fair value of derivative instruments | — | | | (3,442) | | | (3,442) | | | — | | | 16,766 | | | 16,766 | | |
| Total other comprehensive (loss) income | (159,605) | | | 50,977 | | | (108,628) | | | (23,600) | | | 20,840 | | | (2,760) | | |
| Total other comprehensive income (loss) | | Total other comprehensive income (loss) | 39,677 | | | (3,442) | | | 36,235 | | | 27,223 | | | 16,766 | | | 43,989 | | |
| End of Period | End of Period | $ | (500,629) | | | $ | 53,654 | | | $ | (446,975) | | | $ | (229,790) | | | $ | (28,863) | | | $ | (258,653) | | End of Period | $ | (414,832) | | | $ | 9,064 | | | $ | (405,768) | | | $ | (313,801) | | | $ | 19,443 | | | $ | (294,358) | | |
H.G. REVENUES
The costs associated with the initial movement of customer records into physical storage and certain commissions are considered costs to obtain or fulfill customer contracts (collectively, "Contract Fulfillment Costs"). Contract Fulfillment Costs as of June 30, 2022March 31, 2023 and December 31, 20212022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | JUNE 30, 2022 | | DECEMBER 31, 2021 |
| | GROSS
CARRYING
AMOUNT | | ACCUMULATED
AMORTIZATION | | NET
CARRYING
AMOUNT | | GROSS
CARRYING
AMOUNT | | ACCUMULATED
AMORTIZATION | | NET
CARRYING
AMOUNT |
| Intake Costs asset | | $ | 67,334 | | | $ | (44,086) | | | $ | 23,248 | | | $ | 71,336 | | | $ | (42,678) | | | $ | 28,658 | |
| Commissions asset | | 130,277 | | | (55,952) | | | 74,325 | | | 114,791 | | | (50,553) | | | 64,238 | |
| | | | | | | | | | | | |
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 14 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | MARCH 31, 2023 | | DECEMBER 31, 2022 |
| | GROSS
CARRYING
AMOUNT | | ACCUMULATED
AMORTIZATION | | NET
CARRYING
AMOUNT | | GROSS
CARRYING
AMOUNT | | ACCUMULATED
AMORTIZATION | | NET
CARRYING
AMOUNT |
| Intake Costs asset | | $ | 71,426 | | | $ | (45,700) | | | $ | 25,726 | | | $ | 68,345 | | | $ | (42,132) | | | $ | 26,213 | |
| Commissions asset | | 142,763 | | | (63,244) | | | 79,519 | | | 133,145 | | | (58,949) | | | 74,196 | |
| | | | | | | | | | | | |
Deferred revenue liabilities are reflected in our Condensed Consolidated Balance Sheets as follows:
| | DESCRIPTION | DESCRIPTION | | LOCATION IN BALANCE SHEET | | JUNE 30, 2022 | | DECEMBER 31, 2021 | DESCRIPTION | | LOCATION IN BALANCE SHEET | | MARCH 31, 2023 | | DECEMBER 31, 2022 |
| Deferred revenue - Current | Deferred revenue - Current | | Deferred revenue | | $ | 302,494 | | | $ | 307,470 | | Deferred revenue - Current | | Deferred revenue | | $ | 335,393 | | | $ | 328,910 | |
| Deferred revenue - Long-term | Deferred revenue - Long-term | | Other Long-term Liabilities | | 33,308 | | | 33,691 | | Deferred revenue - Long-term | | Other Long-term Liabilities | | 29,482 | | | 32,960 | |
DATA CENTER LESSOR CONSIDERATIONS
Our Global Data Center Business features storage rental provided to customers at contractually specified rates over a fixed contractual period, which are accounted for in accordance with Accounting Standards Codification ("ASC") No. 842 ("ASC 842"), Leases, as amended. Storage rental revenue, including revenue associated with power and connectivity, associated with our Global Data Center Business for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 areis as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, | | | | | | | |
| 2022 | | 2021 | | 2022 | | 2021 | | | | | | | | | |
Storage rental revenue(1) | $ | 89,768 | | | $ | 71,237 | | | $ | 177,219 | | | $ | 138,394 | | | | | | | | | | |
| | | | | | | | | | | |
| THREE MONTHS ENDED MARCH 31, |
| 2023 | | 2022 |
Storage rental revenue(1) | $ | 107,435 | | | $ | 87,451 | |
(1)Revenue associated with power and connectivity included within storage rental revenue was $30,713$40,672 and $59,031$28,318 for the three and six months ended June 30,March 31, 2023 and 2022, respectively, and $14,561 and $27,694 for the three and six months ended June 30, 2021, respectively.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 1511 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
I.H. STOCK-BASED COMPENSATION
Our stock-based compensation expense includes the cost of stock options, restricted stock units ("RSUs"), and performance units ("PUs") and shares of stock issued under our employee stock purchase plan ("ESPP") (together, the "Employee Stock-Based Awards").
2022 RETIREMENT ELIGIBLE CRITERIA
For our Employee Stock-Based Awards made on or after March 1, 2022, we have included the following retirement provision:
•Upon an award recipient's retirement on or after attaining age 55 with at least five years of service, if the sum of (i) the award recipient’s age at retirement and (ii) the award recipient’s years of service with us totals at least 65, the award recipient is entitled to continued vesting of any outstanding Employee Stock-Based Awards, provided that their retirement occurs on or after a minimum of six months from the grant date (the "Retirement Criteria").
•Accordingly, (i) grants of Employee Stock-Based Awards to an employee who has met the Retirement Criteria on or before the date of grant, or will meet the Retirement Criteria before the six month anniversary in the year of the grant, will be expensed over six months from the date of grant and (ii) grants of Employee Stock-Based Awards to employees who will meet the Retirement Criteria during the award’s normal vesting period will be expensed between the date of grant and the date upon which the award recipient meets the Retirement Criteria.
•Stock options and RSUs granted to award recipients who meet the Retirement Criteria will be delivered to the award recipient based upon the original vesting schedule. If an award recipient retires and has met the Retirement Criteria, stock options will remain exercisable until the original expiration date of the stock options. PUs granted to award recipients who meet the Retirement Criteria will be delivered in accordance with the original vesting schedule of the applicable PU award and remain subject to the same performance conditions.
STOCK-BASED COMPENSATION EXPENSE
Stock-based compensation expense for the Employee Stock-Based Awards for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, | | |
| 2022 | | 2021 | | 2022 | | 2021 | | | | |
| Stock-based compensation expense | $ | 20,256 | | | $ | 22,699 | | | $ | 31,597 | | | $ | 33,652 | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| THREE MONTHS ENDED MARCH 31, | | |
| 2023 | | 2022 | | | | |
| Stock-based compensation expense | $ | 12,509 | | | $ | 11,341 | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
As of June 30, 2022,March 31, 2023, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards is $69,595.
RESTRICTED STOCK UNITS AND PERFORMANCE UNITS
The fair value of RSUs and earned PUs that vested during the three and six months ended June 30, 2022 and 2021 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, | | |
| | 2022 | | 2021 | | 2022 | | 2021 | | | | |
| Fair value of RSUs vested | $ | 3,144 | | | $ | 3,118 | | | $ | 21,559 | | | $ | 22,979 | | | | | |
| Fair value of earned PUs that vested | — | | | 235 | | | 4,346 | | | 5,826 | | | | | |
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 16 |
$115,329.
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
J. ACQUISITION AND INTEGRATION COSTS
Acquisition and integration costs represent operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance facility upgrade and system integration costs (collectively, "Acquisition and Integration Costs"). Acquisition and Integration Costs do not include costs associated with the formation of joint ventures or costs associated with the acquisition of customer relationships. Total Acquisition and Integration Costs is $16,878were $1,595 and $32,539$15,661 for the three and six months ended June 30,March 31, 2023 and 2022, respectively, and $2,277 for both the three and six months ended June 30, 2021.respectively.
K.J. (GAIN) LOSS ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET
Consolidated (gain)(Gain) loss on disposal/write-down of property, plant and equipment, net for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, | |
| 2022(1) | | 2021(2) | | 2022(1) | | 2021(2) | | | |
| (Gain) Loss on disposal/write-down of property, plant and equipment, net | $ | (51,249) | | | $ | (128,935) | | | $ | (51,954) | | | $ | (133,386) | | | | |
| | | | | | | | | | | |
| THREE MONTHS ENDED MARCH 31, |
| 2023(1) | | 2022 |
| (Gain) Loss on disposal/write-down of property, plant and equipment, net | $ | (13,061) | | | $ | (705) | |
(1) The gains for the three and six months ended June 30, 2022March 31, 2023 primarily consistedconsist of gainsa gain of approximately $49,000$18,500 associated with the sale anda sale-leaseback transactionstransaction of 11 facilities and parcels of landa facility in the United States,Singapore, as part of our program to monetize a small portion of our industrial assets.assets through sale and sale-leaseback transactions. The terms for these leasesthis lease are consistent with the terms of our lease portfolio, which are disclosed in detail in Note 2.i.2.j. to Notes to Consolidated Financial Statements included in our Annual Report.
(2) The gains for the three and six months ended June 30, 2021 primarily consisted of gains of approximately $127,400 associated with the sale-leaseback transactions of 5 facilities in the United Kingdom, as part of our program to monetize a small portion of our industrial assets. The terms for these leases are consistent with the terms of our lease portfolio, which are disclosed in detail in Note 2.i. to Notes to Consolidated Financial Statements included in our Annual Report.
L. OTHER (INCOME) EXPENSE, NET
Consolidated other (income) expense, net for the three and six months ended June 30, 2022 and 2021 consists of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, |
| DESCRIPTION | | 2022 | | 2021 | | 2022 | | 2021 |
Foreign currency transaction (gains) losses, net(1) | | $ | (55,039) | | | $ | 4,729 | | | $ | (68,240) | | | $ | 7,043 | |
| Debt extinguishment expense | | — | | | — | | | 671 | | | — | |
Other, net(2)(3) | | 13,822 | | | (190,959) | | | 82,253 | | | (188,560) | |
| Other (Income) Expense, Net | | $ | (41,217) | | | $ | (186,230) | | | $ | 14,684 | | | $ | (181,517) | |
(1)We recognized net foreign currency transaction gains of $55,039 and $68,240 for the three and six months ended June 30, 2022, respectively. These gains primarily consist of the impact of changes in the exchange rate of the Euro and the British pound sterling against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(2)On March 24, 2022, as a result of our loss of control, we deconsolidated the businesses included in the acquisition of OSG Records Management (Europe) Limited, excluding Ukraine. We recognized a loss of approximately $105,800 associated with the deconsolidation to Other expense (income), net in the first quarter of 2022 representing the difference between the net asset value prior to the deconsolidation and subsequent remeasurement of the retained investment to fair value of zero. We have concluded that the deconsolidation does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as it does not represent a strategic shift that will have a major effect on our operations and financial results. The loss was partially offset by a gain recorded in the first quarter of 2022 of approximately $35,800 associated with the Clutter Transaction (as defined in Note 4).
(3)Other, net for the three and six months ended June 30, 2021 is primarily comprised of (a) a gain of approximately $181,200 associated with our IPM Divestment (as defined and discussed in Note 4 to Notes to Consolidated Financial Statements included in our Annual Report) and (b) a gain of approximately $20,300 associated with the loss of control and related deconsolidation, as of May 18, 2021 of one of our wholly owned Netherlands subsidiaries, for which we had value-added tax liability exposure that was recorded in 2019.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 1712 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
M.K. OTHER EXPENSE (INCOME), NET
Other expense (income), net for the three months ended March 31, 2023 and 2022 consists of the following:
| | | | | | | | | | | | | | |
| | | THREE MONTHS ENDED MARCH 31, |
| DESCRIPTION | | 2023 | | 2022 |
| Foreign currency transaction losses (gains), net | | $ | 14,424 | | | $ | (13,201) | |
| Debt extinguishment expense | | — | | | 671 | |
Other, net(1) | | 6,776 | | | 68,431 | |
| Other Expense (Income), Net | | $ | 21,200 | | | $ | 55,901 | |
(1)Other, net for the three months ended March 31, 2022 consists primarily of (i) a loss of approximately $105,800 associated with the OSG Deconsolidation (as defined in Note 4 to Notes to Consolidated Financial Statements included in our Annual Report), partially offset by (ii) a gain of approximately $35,800 associated with the Clutter Transaction (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report).
L. INCOME TAXES
We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year.
Our effective tax rates for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, |
| 2022(1) | | 2021(2) | | 2022(1) | | 2021(2) |
| Effective Tax Rate | 8.2 | % | | 28.5 | % | | 10.4 | % | | 27.9 | % |
| | | | | | | | | | | |
| | THREE MONTHS ENDED MARCH 31, |
| 2023(1) | | 2022(2) |
| Effective Tax Rate | 20.4 | % | | 19.5 | % |
(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended June 30, 2022March 31, 2023 were the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, there were gains and losses recorded in Other expense (income), net and Gain (loss) on disposal/write-down of property, plant and equipment net, during the period for which there was an insignificant tax impact. During the first quarter of 2022, there was also a release of valuation allowances on deferred tax assets of our U.S. taxable REIT subsidiaries ("TRS") of approximately $9,900 as a result of the ITRenew Transaction.
(2)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended June 30, 2021March 31, 2022 were the impacts ofbenefits derived from the dividends paid deduction, the differences in the tax rates atto which our foreign earnings are subject, and a discreterelease of valuation allowances on deferred tax expenseassets of our U.S. taxable REIT subsidiaries of approximately $12,000 primarily resulting from$9,900 as a tax law change in the United Kingdom, partially offset by the benefits derived from the dividends paid deduction.result of our acquisition of Intercept Parent, Inc. ("ITRenew").
N.M. INCOME (LOSS) PER SHARE—BASIC AND DILUTED
The calculation of basic and diluted income (loss) per share for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 are as follows:
| | | | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, | | THREE MONTHS ENDED MARCH 31, |
| | | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 |
| Net Income (Loss) | Net Income (Loss) | $ | 201,858 | | | $ | 276,522 | | | $ | 243,565 | | | $ | 323,153 | | Net Income (Loss) | $ | 65,535 | | | $ | 41,707 | |
| Less: Net Income (Loss) Attributable to Noncontrolling Interests | Less: Net Income (Loss) Attributable to Noncontrolling Interests | 1,777 | | | 1,237 | | | 1,185 | | | 2,265 | | Less: Net Income (Loss) Attributable to Noncontrolling Interests | 940 | | | (592) | |
| Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation) | Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation) | $ | 200,081 | | | $ | 275,285 | | | $ | 242,380 | | | $ | 320,888 | | Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation) | $ | 64,595 | | | $ | 42,299 | |
| Weighted-average shares—basic | Weighted-average shares—basic | 290,756,000 | | | 289,247,000 | | | 290,542,000 | | | 289,001,000 | | Weighted-average shares—basic | 291,442,000 | | | 290,328,000 | |
| Effect of dilutive potential stock options | Effect of dilutive potential stock options | 1,249,262 | | | 641,888 | | | 1,122,444 | | | 349,163 | | Effect of dilutive potential stock options | 1,216,000 | | | 995,625 | |
| Effect of dilutive potential RSUs and PUs | Effect of dilutive potential RSUs and PUs | 481,972 | | | 1,190,357 | | | 501,975 | | | 953,104 | | Effect of dilutive potential RSUs and PUs | 391,000 | | | 521,977 | |
| Weighted-average shares—diluted | Weighted-average shares—diluted | 292,487,234 | | | 291,079,245 | | | 292,166,419 | | | 290,303,267 | | Weighted-average shares—diluted | 293,049,000 | | | 291,845,602 | |
| Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated: | Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated: | | | | | | | | Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated: | | | |
| Basic | Basic | $ | 0.69 | | | $ | 0.95 | | | $ | 0.83 | | | $ | 1.11 | | Basic | $ | 0.22 | | | $ | 0.15 | |
| Diluted | Diluted | $ | 0.68 | | | $ | 0.95 | | | $ | 0.83 | | | $ | 1.11 | | Diluted | $ | 0.22 | | | $ | 0.14 | |
| Antidilutive stock options, RSUs and PUs, excluded from the calculation | Antidilutive stock options, RSUs and PUs, excluded from the calculation | 234,085 | | | 381,900 | | | 494,833 | | | 2,544,984 | | Antidilutive stock options, RSUs and PUs, excluded from the calculation | 145,730 | | | 755,580 | |
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 1813 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
N. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, and for the related revenue contracts in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as if it had originated the contracts. We adopted ASU 2021-08 on January 1, 2023 on a prospective basis, and there was no material impact on our condensed consolidated financial statements.
| | | | | | | | | | | |
| IRON MOUNTAIN MARCH 31, 2023 FORM 10-Q | | | 14 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
3. ACQUISITIONS
ITRENEW PRO FORMA FINANCIAL INFORMATION
On January 25, 2022, in order to expand our ALMasset lifecycle management operations, we acquired an approximately 80% interest in ITRenew at an agreed upon purchase price of $725,000, subject to certain working capital adjustments at, and subsequent to, the closing (the "ITRenew Transaction"). At closing, we paid $748,846 and acquired $30,720 of cash on hand, for a net purchase price of $718,126 for the ITRenew Transaction. The acquisition agreement provides us the option to purchase, and provides the shareholders of ITRenew the option to sell, the remaining approximately 20% interest in ITRenew as follows: (i) approximately 16% on or after the second anniversary of the ITRenew Transaction and (ii) approximately 4% on or after the third anniversary of the ITRenew Transaction (collectively, the "Remaining Interests"). The total payments for the Remaining Interests, based on the achievement of certain targeted performance metrics, will be no less than $200,000 and no more than $531,000 (the "Deferred Purchase Obligation"). The maximum amount of the Deferred Purchase Obligation would require achievement of the targeted performance metrics at approximately two times the level that is assumed in our current fair value estimate of the Deferred Purchase Obligation of $275,100. From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. The Deferred Purchase Obligation is reflected as a long-term liability in our Condensed Consolidated Balance Sheet at June 30, 2022, and, accordingly, we have not reflected any non-controlling interests associated with the ITRenew Transaction as the Remaining Interests have non-substantive equity interest rights. Subsequent increases or decreases in the fair value estimate of the Deferred Purchase Obligation will be included as a component of Other expense (income), net in our Consolidated Statements of Operations until the Deferred Purchase Obligation is settled or paid. ITRenew is presented in Corporate and Other Business (as disclosed in Note 9) and primarily operates in the United States.
PRO FORMA FINANCIAL INFORMATION
The unaudited consolidated pro forma financial information (the "Pro Forma Financial Information") below summarizes the combined results of Iron Mountain and ITRenew on a pro forma basis as if the ITRenew Transaction had occurred on January 1, 2021. The Pro Forma Financial Information is presented for informational purposes and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021. The Pro Forma Financial Information, for the periods presented, includes purchase accounting adjustments (including amortization of acquired customer and supplier intangible assets and depreciation of acquired property, plant and equipment) and related tax effects. Through June 30, 2022, weWe and ITRenew collectively incurred $59,370 of operating expenditures to complete the ITRenew Transaction (including advisory and professional fees required to complete the ITRenew Transaction)fees). These operating expenditures have been reflected within the results of operations in the Pro Forma Financial Information as if they were incurred on January 1, 2021.
| | | | | | | | | | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| Total Revenues | $ | 1,289,534 | | | $ | 1,239,034 | | | $ | 2,555,554 | | | $ | 2,441,010 | |
| Income from Continuing Operations | $ | 201,858 | | | $ | 275,988 | | | $ | 243,696 | | | $ | 270,605 | |
In addition to our acquisition of ITRenew, we completed 1 additional acquisition during the first six months of 2022. The Pro Forma Financial Information does not reflect this acquisition due to the insignificant impact of the acquisition on our consolidated results of operations.
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IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 19 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
3. ACQUISITIONS (CONTINUED)
PRELIMINARY PURCHASE PRICE ALLOCATION
A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2022 acquisitions through June 30, 2022 is as follows:
| | | | | |
| SIX MONTHS ENDED
JUNE 30, 2022
|
Cash Paid (gross of cash acquired)(1)
| $ | 749,596 THREE MONTHS ENDED MARCH 31, 2022 | |
| |
Deferred Purchase Obligation and Other(2)
| 276,017 | |
Total Consideration | 1,025,613 | |
Fair Value of Identifiable Assets Acquired and Liabilities Assumed: | |
Cash | 30,720 | |
Accounts Receivable, Prepaid Expenses and Other Assets | 71,838 | |
Property, Plant and Equipment | 7,600 | |
Customer and Supplier Relationship Intangible Assets(3)
| 488,080 | |
Other Intangible Assets(3)
| 47,300 | |
Operating Lease Right-of-Use Assets | 30,395 | |
| |
| |
| |
| |
Accounts Payable, Accrued Expenses and Other Liabilities | (60,256) | |
Operating Lease Liabilities | (30,395) | |
Deferred Income Taxes | (141,560) | |
| |
Total Fair Value of Identifiable Net Assets AcquiredRevenues | 443,722 | |
Goodwill Initially Recorded(4)
| $ | 581,8911,266,020 | |
(1)Cash paid for acquisitions, net of cash acquired in our Condensed Consolidated Statement of Cash Flows includes contingent and other payments received of $219 for the six months ended June 30, 2022 related to acquisitions made in the years prior to 2022.
(2)At June 30, 2022, we included approximately $275,100 in Other long-term liabilities related to the fair value estimate of the Deferred Purchase Obligation for the Remaining Interests. Deferred Purchase Obligation and Other also includes $917 of purchase price associated with the acquisition of a records and information management business completed in 2022.
(3)The preliminary weighted average life of the intangible assets acquired in the ITRenew Transaction is approximately 11 years. Intangible assets are included as a component of Other assets, net in our Condensed Consolidated Balance Sheets.
(4)Goodwill is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and the acquired businesses.
The preliminary purchase price allocations that are not finalized as of June 30, 2022 relate to the final assessment of the fair values of intangible assets (primarily customer and supplier relationship intangible assets) and property, plant and equipment associated with the acquisitions we closed in 2022. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, but no later than the one year measurement period, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Adjustments recorded during the six months ended June 30, 2022 were not material to our results from operations.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022 FORM 10-QIncome from Continuing Operations | $ | 41,838 | | | 20 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATEDIn addition to our acquisition of ITRenew, we completed certain other acquisitions in 2022. The Pro Forma Financial Information does not reflect these acquisitions due to the insignificant impact of these acquisitions on our consolidated results of operations.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
4. INVESTMENTS
In February 2022, theApril 2021, we closed on an agreement to form a joint venture formed by MakeSpace Labs, Inc.(the "Web Werks JV") with the shareholders of Web Werks India Private Limited ("Web Werks"), a colocation data center provider in India. Through December 31, 2022, we made two investments totaling approximately 7,500,000 Indian rupees (or approximately $96,200, based upon the exchange rates between the United States dollar and us (the "MakeSpace JV") entered into an agreement with Clutter, Inc. ("Clutter") pursuant to whichIndian rupee on the equityholdersclosing date of the MakeSpace JV contributed their ownership interestseach investment) in the MakeSpace JV and Clutter’s shareholders contributed their ownership interests in Clutter to create a newly formed venture (the "Clutter JV"). In exchange for our 49.99%a noncontrolling interest in the MakeSpace JV, we received an approximate 27% interestform of convertible preference shares in the Clutter JV (the "Clutter Transaction"). As a resultWeb Werks JV. Under the terms of the Clutter Transaction,original Web Werks JV shareholder agreement, we recognized a gain relatedwere required to our contributed interest inmake an additional investment of 3,750,000 Indian rupees by May 2023. In April 2023, the MakeSpaceoriginal Web Werks JV of approximately $35,800,shareholder agreement was amended to extend the period by which was recordedthe investment is required to Other, net, a component of Other expense (income), net during the first quarter of 2022.be made to May 2024.
The following joint ventures are accounted for as equity method investments and are presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying values and equity interests in our joint ventures at June 30, 2022March 31, 2023 and December 31, 20212022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | JUNE 30, 2022 | | DECEMBER 31, 2021 |
| | CARRYING VALUE | | EQUITY INTEREST | | CARRYING VALUE | | EQUITY INTEREST |
| Joint venture with Web Werks India Private Limited | | $ | 51,427 | | | 38.50 | % | | $ | 51,140 | | | 38.50 | % |
| Joint venture with AGC Equity Partners (the "Frankfurt JV") | | 26,798 | | | 20.00 | % | | 26,167 | | | 20.00 | % |
| MakeSpace JV | | — | | | — | % | | 30,154 | | | 49.99 | % |
| Clutter JV | | 60,984 | | | 26.73 | % | | — | | | — | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | MARCH 31, 2023 | | DECEMBER 31, 2022 |
| | CARRYING VALUE | | EQUITY INTEREST | | CARRYING VALUE | | EQUITY INTEREST |
| Web Werks JV | | $ | 98,637 | | | 53.58 | % | | $ | 98,278 | | | 53.58 | % |
| Joint venture with AGC Equity Partners (the "Frankfurt JV") | | 36,579 | | | 20.00 | % | | 37,194 | | | 20.00 | % |
| Joint venture with Clutter, Inc. (the "Clutter JV") | | 50,712 | | | 26.73 | % | | 54,172 | | | 26.73 | % |
Additionally, we have a loan receivable with the Frankfurt JV of approximately $22,800, which is included as a component of Other within Other assets, net within our Condensed Consolidated Balance Sheet at March 31, 2023.
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| IRON MOUNTAIN MARCH 31, 2023 FORM 10-Q | | | 15 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Derivative instruments we are party to include: (i) interest rate swap agreements (which are designated as cash flow hedges) and (ii) cross-currency swap agreements (which are designated as net investment hedges).
INTEREST RATE SWAP AGREEMENTS DESIGNATED AS CASH FLOW HEDGES
In March 2018,November 2022, we entered into a forward-starting interest rate swap agreementsagreement to limit our exposure to changes in interest rates on a portionfuture borrowings under our Virginia Credit Agreement (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report). The forward-starting interest rate swap agreement commences in July 2023 and expires in October 2025. As of our floatingboth March 31, 2023 and December 31, 2022, we have $4,800 in notional value outstanding on this forward-starting interest rate indebtedness. These swap agreements expired in March 2022. agreement.
In July 2019, we entered into forward-starting interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. These forward-starting interest rate swap agreements commenced in March 2022. As of June 30,both March 31, 2023 and December 31, 2022, we hadhave $350,000 in notional value ofoutstanding on these interest rate swap agreements, outstanding, which expire in March 2024. Under
We have designated each of the interest rate swap agreements we receive variable rate interest payments associated with the notional amount of eachdescribed above as cash flow hedges. These interest rate swap based upon one-month LIBOR, in exchange foragreements are marked to market at the paymentend of fixed interest rates as specified ineach reporting period, representing the fair values of the interest rate swap agreements.
We have designated these interest rate swap agreements, and any changes in fair value are recognized as cash flow hedges.a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities.
CROSS-CURRENCY SWAP AGREEMENTS DESIGNATED AS A HEDGE OF NET INVESTMENT
We utilize cross-currency interest rate swaps to hedge the variability of exchange rate impacts between the United States dollar and the Euro. As of both March 31, 2023 and December 31, 2022, we have approximately $469,200 in notional value outstanding on cross-currency interest rate swaps with maturity dates ranging from August 2023 through February 2026.
We have designated these cross-currency swap agreements as hedges of net investments in certain of our Euro denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at the end of each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The excluded component of our cross-currency swap agreements is recorded in Accumulated other comprehensive items, net and amortized to interest expense on a straight-line basis.
The fair value of derivative instruments recognized in our Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 2022, by derivative instrument, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | MARCH 31, 2023 | | DECEMBER 31, 2022 |
DERIVATIVE INSTRUMENTS(1) | | Assets | | Liabilities | | Assets | | Liabilities |
Cash Flow Hedges(2) | | | | | | | | |
| Interest rate swap agreements | | $ | 10,215 | | | $ | 1,151 | | | $ | 12,995 | | | $ | 489 | |
Net Investment Hedges(3) | | | | | | | | |
| Cross-currency swap agreements | | 31,890 | | | 2,292 | | | 38,401 | | | — | |
(1)Our derivative assets are included as a component of (i) Prepaid expenses and other or (ii) Other within Other assets, net and our derivative liabilities are included as a component of (i) Accrued expenses and other current liabilities or (ii) Other long-term liabilities in our Condensed Consolidated Balance Sheets. As of March 31, 2023, $11,538 is included within Prepaid expenses and other, $30,567 is included within Other assets, $2,292 is included within Accrued expense and other current liabilities and $1,151 is included within Other long-term liabilities. As of December 31, 2022, $2,606 is included within Prepaid expenses and other, $48,790 is included within Other assets, and $489 is included within Other long-term liabilities.
(2)As of March 31, 2023, cumulative net gains of $9,064 are recorded within Accumulated other comprehensive items, net associated with these interest rate swap agreements.
(3)As of March 31, 2023, cumulative net gains of $29,598 are recorded within Accumulated other comprehensive items, net associated with these cross-currency swap agreements. These cumulative net gains are offset by $14,934 related to the excluded component of our cross-currency swap agreements.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 2116 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
CROSS-CURRENCY SWAP AGREEMENTS DESIGNATED AS A HEDGE OF NET INVESTMENT
In August 2019, we entered into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. Under the terms of the cross-currency swap agreements, we notionally exchanged approximately $110,000 at an interest rate of 6.0% for approximately 99,055 Euros at a weighted average interest rate of approximately 3.65%. These cross-currency swap agreements expireUnrealized (losses) gains recognized in August 2023 ("August 2023 Cross-Currency Swap Agreements").
In September 2020, we entered into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. Under the terms of the cross-currency swap agreements, we notionally exchanged approximately $359,200 at an interest rate of 4.5% for 300,000 Euros at a weighted average interest rate of approximately 3.4%. These cross-currency swap agreements were set to expire in February 2026. In May 2022, these cross-currency swaps were amended ("February 2026 Cross-Currency Swap Agreements"). Under the terms of the February 2026 Cross-Currency Swap Agreements, we notionally exchanged approximately $359,200 at an interest rate of 4.5% for approximately 340,500 Euros at a weighted average interest rate of approximately 1.2%. These February 2026 Cross-Currency Swap Agreements are set to expire in February 2026.
We have designated these cross-currency swap agreements as a hedge of net investment against certain of our Euro denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities.
Assets (liabilities) recognized in our Condensed Consolidated Balance Sheets at June 30,income during the three months ended March 31, 2023 and 2022, and December 31, 2021, by derivative instrument, are as follows:
| | | | | | | | | | | | | | |
DERIVATIVE INSTRUMENTS(1) | | JUNE 30, 2022 | | DECEMBER 31, 2021 |
Cash Flow Hedges(2) | | | | |
| Interest Rate Swap Agreements | | $ | 7,722 | | | $ | (7,680) | |
Net Investment Hedges(3) | | | | |
| August 2023 Cross-Currency Swap Agreements | | 6,167 | | | (664) | |
| February 2026 Cross-Currency Swap Agreements | | 39,765 | | | 11,021 | |
| | | | | | | | | | | | | | |
| | THREE MONTHS ENDED MARCH 31, |
| DERIVATIVE INSTRUMENTS | | 2023 | | 2022 |
| Cash Flow Hedges | | | | |
| Interest rate swap agreements | | $ | (3,442) | | | $ | 11,470 | |
| Net Investment Hedges | | | | |
| Cross-currency swap agreements | | (8,803) | | | 5,296 | |
| Cross-currency swap agreements (excluded component) | | 5,834 | | | — | |
(1)Our derivative assets are included as a component of Other within Other assets, net(Losses) gains recognized in our Condensed Consolidated Balance Sheets and our derivative liabilities are included as a component of (i) Accrued expenses and other current liabilities or (ii) Other long-term liabilities in our Condensed Consolidated Balance Sheets. As of June 30, 2022, $53,654 is included within Other assets. As of December 31, 2021, $11,021 is included within Other assets, $2,082 is included within Accrued expense and other current liabilities and $6,262 is included within Other long-term liabilities.
(2)As of June 30, 2022, cumulative net gains of $7,722 are recorded within Accumulated other comprehensive items, net associated with these interest rate swap agreements.
(3)As of June 30, 2022, cumulative net gains of $45,932 are recorded within Accumulated other comprehensive items, net associated with these cross-currency swap agreements.
Unrealized gains (losses) recognizedNet income during the three and six months ended June 30,March 31, 2023 and 2022, and 2021, by derivative instrument, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, |
DERIVATIVE INSTRUMENTS(1) | | 2022 | | 2021 | | 2022 | | 2021 |
| Cash Flow Hedges | | | | | | | | |
| Interest Rate Swap Agreements | | $ | 3,932 | | | $ | 1,795 | | | $ | 15,402 | | | $ | 5,996 | |
| Net Investment Hedges | | | | | | | | |
| August 2023 Cross-Currency Swap Agreements | | 5,948 | | | (1,473) | | | 6,831 | | | 3,278 | |
| February 2026 Cross-Currency Swap Agreements | | 24,331 | | | 5,312 | | | 28,744 | | | 11,566 | |
(1)These amounts are recognized as unrealized gains (losses), a component of Accumulated other comprehensive items, net. | | | | | | | | | | | | | | | | | |
| | | THREE MONTHS ENDED MARCH 31, |
| DERIVATIVE INSTRUMENTS | Location of (loss) gain | | 2023 | | 2022 |
| Net Investment Hedges | | | | | |
| Cross-currency swap agreements (excluded component) | Interest expense | | $ | (5,834) | | | $ | — | |
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 2217 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
6. DEBT
Long-term debt is as follows:
| | | | | JUNE 30, 2022 | | DECEMBER 31, 2021 | | | MARCH 31, 2023 | | DECEMBER 31, 2022 |
| | | | DEBT (INCLUSIVE OF DISCOUNT) | | UNAMORTIZED DEFERRED FINANCING COSTS | | CARRYING AMOUNT | | FAIR VALUE | | DEBT (INCLUSIVE OF DISCOUNT) | | UNAMORTIZED DEFERRED FINANCING COSTS | | CARRYING AMOUNT | | FAIR VALUE | | | DEBT (INCLUSIVE OF DISCOUNT) | | UNAMORTIZED DEFERRED FINANCING COSTS | | CARRYING AMOUNT | | FAIR VALUE | | DEBT (INCLUSIVE OF DISCOUNT) | | UNAMORTIZED DEFERRED FINANCING COSTS | | CARRYING AMOUNT | | FAIR VALUE |
Revolving Credit Facility | Revolving Credit Facility | | $ | 578,000 | | | $ | (9,006) | | | $ | 568,994 | | | $ | 578,000 | | | | $ | — | | | $ | (5,174) | | | $ | (5,174) | | | $ | — | | Revolving Credit Facility | | $ | 1,439,000 | | | $ | (5,687) | | | $ | 1,433,313 | | | $ | 1,439,000 | | | | $ | 1,072,200 | | | $ | (6,790) | | | $ | 1,065,410 | | | $ | 1,072,200 | |
Term Loan A | Term Loan A | | 246,875 | | | — | | | 246,875 | | | 246,875 | | | | 203,125 | | | — | | | 203,125 | | | 203,125 | | Term Loan A | | 237,500 | | | — | | | 237,500 | | | 237,500 | | | | 240,625 | | | — | | | 240,625 | | | 240,625 | |
Term Loan B | Term Loan B | | 669,460 | | | (4,371) | | | 665,089 | | | 670,250 | | | | 672,847 | | | (4,995) | | | 667,852 | | | 675,500 | | Term Loan B | | 664,379 | | | (3,434) | | | 660,945 | | | 665,000 | | | | 666,073 | | | (3,747) | | | 662,326 | | | 666,750 | |
| Australian Dollar Term Loan (the "AUD Term Loan") | | 207,221 | | | (519) | | | 206,702 | | | 207,221 | | | | 223,182 | | | (656) | | | 222,526 | | | 223,530 | | |
| UK Bilateral Revolving Credit Facility (the "UK Bilateral Facility") | | 170,057 | | | (334) | | | 169,723 | | | 170,057 | | | | 189,168 | | | (709) | | | 188,459 | | | 189,168 | | |
| Australian Dollar Term Loan | | Australian Dollar Term Loan | | 197,929 | | | (585) | | | 197,344 | | | 199,746 | | | | 202,641 | | | (633) | | | 202,008 | | | 204,623 | |
| UK Bilateral Revolving Credit Facility | | UK Bilateral Revolving Credit Facility | | 173,153 | | | — | | | 173,153 | | | 173,153 | | | | 169,361 | | | — | | | 169,361 | | | 169,361 | |
37/8% GBP Senior Notes due 2025 (the "GBP Notes") | 37/8% GBP Senior Notes due 2025 (the "GBP Notes") | | 485,875 | | | (3,058) | | | 482,817 | | | 436,996 | | | | 540,481 | | | (3,912) | | | 536,569 | | | 542,508 | | 37/8% GBP Senior Notes due 2025 (the "GBP Notes") | | 494,722 | | | (2,413) | | | 492,309 | | | 467,572 | | | | 483,888 | | | (2,589) | | | 481,299 | | | 445,206 | |
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(1)(2) | 47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(1)(2) | | 1,000,000 | | | (7,465) | | | 992,535 | | | 895,000 | | | | 1,000,000 | | | (8,176) | | | 991,824 | | | 1,030,000 | | 47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(1)(2) | | 1,000,000 | | | (6,399) | | | 993,601 | | | 942,500 | | | | 1,000,000 | | | (6,754) | | | 993,246 | | | 917,500 | |
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(1)(2) | 51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(1)(2) | | 825,000 | | | (6,790) | | | 818,210 | | | 738,375 | | | | 825,000 | | | (7,380) | | | 817,620 | | | 862,125 | | 51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(1)(2) | | 825,000 | | | (5,904) | | | 819,096 | | | 781,688 | | | | 825,000 | | | (6,200) | | | 818,800 | | | 754,875 | |
5% Senior Notes due 2028 (the "5% Notes due 2028")(1)(2) | 5% Senior Notes due 2028 (the "5% Notes due 2028")(1)(2) | | 500,000 | | | (4,401) | | | 495,599 | | | 442,500 | | | | 500,000 | | | (4,763) | | | 495,237 | | | 513,750 | | 5% Senior Notes due 2028 (the "5% Notes due 2028")(1)(2) | | 500,000 | | | (3,859) | | | 496,141 | | | 461,250 | | | | 500,000 | | | (4,039) | | | 495,961 | | | 450,000 | |
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(1)(2) | 47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(1)(2) | | 1,000,000 | | | (10,488) | | | 989,512 | | | 850,000 | | | | 1,000,000 | | | (11,211) | | | 988,789 | | | 1,022,500 | | 47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(1)(2) | | 1,000,000 | | | (9,403) | | | 990,597 | | | 897,500 | | | | 1,000,000 | | | (9,764) | | | 990,236 | | | 865,000 | |
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(1)(2) | 51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(1)(2) | | 1,300,000 | | | (12,159) | | | 1,287,841 | | | 1,118,000 | | | | 1,300,000 | | | (12,911) | | | 1,287,089 | | | 1,355,250 | | 51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(1)(2) | | 1,300,000 | | | (11,031) | | | 1,288,969 | | | 1,170,000 | | | | 1,300,000 | | | (11,407) | | | 1,288,593 | | | 1,111,500 | |
41/2% Senior Notes due 2031 (the "41/2% Notes")(1)(2) | 41/2% Senior Notes due 2031 (the "41/2% Notes")(1)(2) | | 1,100,000 | | | (10,782) | | | 1,089,218 | | | 888,250 | | | | 1,100,000 | | | (11,404) | | | 1,088,596 | | | 1,094,500 | | 41/2% Senior Notes due 2031 (the "41/2% Notes")(1)(2) | | 1,100,000 | | | (9,850) | | | 1,090,150 | | | 937,750 | | | | 1,100,000 | | | (10,161) | | | 1,089,839 | | | 891,000 | |
| 5% Senior Notes due 2032 (the "5% Notes due 2032") | 5% Senior Notes due 2032 (the "5% Notes due 2032") | | 750,000 | | | (13,164) | | | 736,836 | | | 607,500 | | | | 750,000 | | | (13,782) | | | 736,218 | | | 767,813 | | 5% Senior Notes due 2032 (the "5% Notes due 2032") | | 750,000 | | | (12,185) | | | 737,815 | | | 643,125 | | | | 750,000 | | | (12,511) | | | 737,489 | | | 622,500 | |
55/8% Senior Notes due 2032 (the "55/8% Notes")(1)(2) | 55/8% Senior Notes due 2032 (the "55/8% Notes")(1)(2) | | 600,000 | | | (5,856) | | | 594,144 | | | 507,000 | | | | 600,000 | | | (6,147) | | | 593,853 | | | 637,500 | | 55/8% Senior Notes due 2032 (the "55/8% Notes")(1)(2) | | 600,000 | | | (5,421) | | | 594,579 | | | 538,500 | | | | 600,000 | | | (5,566) | | | 594,434 | | | 520,500 | |
| Real Estate Mortgages, Financing Lease Liabilities and Other | Real Estate Mortgages, Financing Lease Liabilities and Other | | 423,934 | | | (706) | | | 423,228 | | | 423,934 | | | | 460,648 | | | (840) | | | 459,808 | | | 460,648 | | Real Estate Mortgages, Financing Lease Liabilities and Other | | 434,283 | | | (522) | | | 433,761 | | | 434,283 | | | | 425,777 | | | (578) | | | 425,199 | | | 425,777 | |
| Accounts Receivable Securitization Program | Accounts Receivable Securitization Program | | 313,200 | | | (607) | | | 312,593 | | | 313,200 | | | | — | | | (450) | | | (450) | | | — | | Accounts Receivable Securitization Program | | 325,000 | | | (477) | | | 324,523 | | | 325,000 | | | | 314,700 | | | (531) | | | 314,169 | | | 314,700 | |
| Total Long-term Debt | Total Long-term Debt | | 10,169,622 | | | (89,706) | | | 10,079,916 | | | | | | 9,364,451 | | | (92,510) | | | 9,271,941 | | | Total Long-term Debt | | 11,040,966 | | | (77,170) | | | 10,963,796 | | | | | | 10,650,265 | | | (81,270) | | | 10,568,995 | | |
| Less Current Portion | Less Current Portion | | (86,790) | | | — | | | (86,790) | | | | | | (310,084) | | | 656 | | | (309,428) | | | | Less Current Portion | | (101,608) | | | — | | | (101,608) | | | | | | (87,546) | | | — | | | (87,546) | | | |
| Long-term Debt, Net of Current Portion | Long-term Debt, Net of Current Portion | | $ | 10,082,832 | | | $ | (89,706) | | | $ | 9,993,126 | | | | | | $ | 9,054,367 | | | $ | (91,854) | | | $ | 8,962,513 | | | | Long-term Debt, Net of Current Portion | | $ | 10,939,358 | | | $ | (77,170) | | | $ | 10,862,188 | | | | | | $ | 10,562,719 | | | $ | (81,270) | | | $ | 10,481,449 | | | |
(1)Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A (the “Term Loan A”) and a term loan B (the "Term Loan B"). The Revolving Credit Facility and the Term Loan A are scheduled to mature on March 18, 2027. The Term Loan B is scheduled to mature on January 2, 2026. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2023 was $807,146 (which amount represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 6.6% and 6.2% as of March 31, 2023 and December 31, 2022, respectively.
(2)Collectively, the "Parent Notes".
See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments). The levels of the fair value hierarchy used to determine the fair value of our debt as of June 30, 2022March 31, 2023 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 20212022 (which are disclosed in our Annual Report).
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 2318 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
6. DEBT (CONTINUED)
CREDIT AGREEMENT
Our credit agreement (the "Credit Agreement") consists of a revolving credit facility (the "Revolving Credit Facility"), a term loan A (the "Term Loan A") and a term loan B (the "Term Loan B"). On March 18, 2022, we entered into an amendment to the Credit Agreement, which included the following changes:
(i) extended the maturity date of the Revolving Credit Facility and Term Loan A from June 3, 2023 to March 18, 2027;
(ii) refinanced and increased the borrowing capacity that IMI and certain of its United States and foreign subsidiaries are able to borrow under the Revolving Credit Facility from $1,750,000 to $2,250,000;
(iii) refinanced the existing Term Loan A with a new $250,000 Term Loan A; and
(iv) increased the net total lease adjusted leverage ratio maximum allowable from 6.5x to 7.0x and removed the net secured lease adjusted leverage ratio requirement.
On March 18, 2022, we borrowed the full amount of the Term Loan A. As of June 30, 2022, we had $578,000, $246,875 and $670,250 of outstanding borrowings under the Revolving Credit Facility, Term Loan A and Term Loan B, respectively. In addition, we also had various outstanding letters of credit totaling $3,831. The remaining amount available for borrowing under the Revolving Credit Facility as of June 30, 2022 was $1,668,169 (which represents the maximum availability as of such date). Additionally, the Credit Agreement permits us to incur incremental indebtedness thereunder by adding new term loans or revolving loans or by increasing the principal amount of any existing loans thereunder, subject to a cap contained therein.
The average interest rate in effect under the Credit Agreement was 3.4% and 1.9% as of June 30, 2022 and December 31, 2021, respectively.
| | | | | | | | | | | | | | | | | | | | |
REVOLVING CREDIT FACILITY
$2,250,000
| | | TERM LOAN A
$250,000
| | | TERM LOAN B
$700,000
|
Outstanding borrowings
$578,000
| | | Aggregate outstanding principal amount
$246,875
| | | Aggregate outstanding principal amount
$670,250
|
| | | | | | |
3.4%
Interest rate
| | | 3.4%
Interest rate
| | | 3.5%
Interest rate
|
As of June 30, 2022 | | | As of June 30, 2022 | | | As of June 30, 2022 |
| | | | | | | | | | | | | | |
AUSTRALIAN DOLLAR TERM LOAN | | | | |
On March 18, 2022, Iron Mountain Australia Group Pty, Ltd. ("IM Australia"), a wholly owned
subsidiary of IMI, amended its AUD Term Loan to (i) extend the maturity date from September 22,
2022 to September 30, 2026 and (ii) decrease the interest rate from BBSY (an Australian
benchmark variable interest rate) plus 3.875% to BBSY plus 3.625%. All other terms of the AUD
Term Loan remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial
Statements included in our Annual Report.
The interest rate in effect under the AUD Term Loan was 5.5% and 4.0% as of June 30, 2022 and
December 31, 2021, respectively.
| | | OUTSTANDING BORROWINGS
AU$303,965
INTEREST RATE
5.5%
As of June 30, 2022
|
| | | |
| | | | |
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IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 24 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
6. DEBT (CONTINUED)
| | | | | | | | | | | | | | |
ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM
On June 29, 2022, we amended the Accounts Receivable Securitization Program to (i) increase the maximum borrowing capacity from $300,000 to $325,000, with an option to increase the borrowing capacity to $400,000, (ii) change the interest rate under Accounts Receivable Securitization Program from LIBOR plus 1.0% to SOFR plus 0.95%, with a credit spread adjustment of 0.10% and (iii) extend the maturity date from July 1, 2023 to July 1, 2025, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
| | | MAXIMUM AMOUNT
$325,000
OUTSTANDING BORROWING
$313,200
INTEREST RATE
2.6%
As of June 30, 2022
|
| |
| |
CASH POOLINGWe currently utilize 4 separate cash pooling arrangements. We utilize 2 separate cash pooling arrangements with Bank Mendes Gans ("BMG"), 1 of which we utilize to manage global liquidity requirements for our qualified REIT subsidiaries ("QRS") (the "BMG QRS Cash Pool") and the other for our TRSs (the "BMG TRS Cash Pool"). We utilize 2 separate cash pooling arrangements with JP Morgan Chase Bank, N.A. ("JPM"), 1 of which we utilize to manage global liquidity requirements for our QRSs in the Asia Pacific region (the "JPM QRS Cash Pool") and the other for our TRSs in the Asia Pacific region (the "JPM TRS Cash Pool") (collectively, the "JPM Cash Pools").
The approximate amount of the net cash position for our cash pools and the approximate amount of the gross position and outstanding debit balances for each of these pools as of June 30, 2022 and December 31, 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| JUNE 30, 2022 | | DECEMBER 31, 2021 |
| | GROSS CASH POSITION | | OUTSTANDING DEBIT BALANCES | | NET CASH POSITION | | GROSS CASH POSITION | | OUTSTANDING DEBIT BALANCES | | NET CASH POSITION |
| BMG QRS Cash Pool | $ | 586,400 | | | $ | (583,200) | | | $ | 3,200 | | | $ | 552,900 | | | $ | (552,100) | | | $ | 800 | |
| BMG TRS Cash Pool | 542,700 | | | (541,300) | | | 1,400 | | | 606,000 | | | (603,900) | | | 2,100 | |
| JPM QRS Cash Pool | 17,100 | | | (16,900) | | | 200 | | | 9,400 | | | (9,200) | | | 200 | |
| JPM TRS Cash Pool | 20,800 | | | (20,000) | | | 800 | | | 12,000 | | | (9,900) | | | 2,100 | |
The net cash position balances as of June 30, 2022 and December 31, 2021 are reflected as cash and cash equivalents in our Condensed Consolidated Balance Sheets.
LETTERS OF CREDIT
As of June 30, 2022,March 31, 2023, we had outstanding letters of credit totaling $37,272,$39,825, of which $3,831$3,854 reduce our borrowing capacity under the Revolving Credit Facility (as described above).Facility. The letters of credit expire at various dates between September 2022June 2023 and January 2033.July 2025.
DEBT COVENANTS
The Credit Agreement, our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take other specified corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a fixed charge coverage ratio and a net total lease adjusted leverage ratio and a fixed charge coverage ratio on a quarterly basis and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted), as a condition to taking actions such as paying dividends and incurring indebtedness.
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IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 25 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
6. DEBT (CONTINUED)
The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR") based calculations and the bond indentures use earnings before interest, taxes, depreciation and amortization ("EBITDA") based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of June 30, 2022 and DecemberMarch 31, 2021.2023. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition.condition and liquidity.
7. COMMITMENTCOMMITMENTS AND CONTINGENCIES
We are involved in litigation from time to time in the ordinary course of business, including litigation arising from damage to customer assets in our facilities caused by fires and other natural disasters. While the outcome of such litigation is inherently uncertain, we do not believe any current litigation will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
We have estimated a reasonably possible range for all loss contingencies and believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional $23,000$20,500 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangement.
8. STOCKHOLDERS' EQUITY MATTERS
In fiscal year 2021 and the six months ended June 30, 2022, our board of directors declared the following dividends:
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| DECLARATION DATE | | DIVIDEND
PER SHARE | | RECORD DATE | | TOTAL
AMOUNT | | PAYMENT DATE |
| February 24, 2021 | | $ | 0.6185 | | | March 15, 2021 | | $ | 178,569 | | | April 6, 2021 |
| May 6, 2021 | | 0.6185 | | | June 15, 2021 | | 179,026 | | | July 6, 2021 |
| August 5, 2021 | | 0.6185 | | | September 15, 2021 | | 179,080 | | | October 6, 2021 |
| November 4, 2021 | | 0.6185 | | | December 15, 2021 | | 179,132 | | | January 6, 2022 |
| February 24, 2022 | | 0.6185 | | | March 15, 2022 | | 179,661 | | | April 6, 2022 |
| April 28, 2022 | | 0.6185 | | | June 15, 2022 | | 179,781 | | | July 6, 2022 |
On August 4, 2022, we declared a dividend to our stockholders of record as of September 15, 2022 of $0.6185 per share, payable on October 4, 2022.
9. SEGMENT INFORMATION
In the second quarter of 2022, as a result of the realignment of our global managerial structure, we reassessed the composition of our reportable segments and note that (i) our Entertainment Services offerings are now managed as part of our Global Records and Information Management ("Global RIM") Business segment; (ii) certain commercial costs that were previously managed as part of Corporate and Other Business are now managed as part of our Global RIM Business segment; and (iii) our ALM services, which includes our legacy secure IT disposition business and our business acquired from ITRenew, are now managed as a separate operating segment that is included in Corporate and Other Business. Our reportable segments are described in more detail below, and previously reported segment information has been restated to reflect the changes described above.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 2619 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
8. STOCKHOLDERS' EQUITY MATTERS
In fiscal year 2022 and the three months ended March 31, 2023, our board of directors declared the following dividends:
| | | | | | | | | | | | | | | | | | | | | | | |
| DECLARATION DATE | DIVIDEND
PER SHARE | | RECORD DATE | | TOTAL
AMOUNT | | PAYMENT DATE |
| February 24, 2022 | $ | 0.6185 | | | March 15, 2022 | | $ | 179,661 | | | April 6, 2022 |
| April 28, 2022 | 0.6185 | | | June 15, 2022 | | 179,781 | | | July 6, 2022 |
| August 4, 2022 | 0.6185 | | | September 15, 2022 | | 179,790 | | | October 4, 2022 |
| November 3, 2022 | 0.6185 | | | December 15, 2022 | | 179,866 | | | January 5, 2023 |
| February 23, 2023 | 0.6185 | | | March 15, 2023 | | 180,339 | | | April 5, 2023 |
| | | | | | | |
On May 4, 2023, we declared a dividend to our stockholders of record as of June 15, 2023 of $0.6185 per share, payable on July 6, 2023.
9. SEGMENT INFORMATION (CONTINUED)
Our reportable segments as of December 31, 2022 are described in Note 11 to Notes to Consolidated Financial Statements included in our Annual Report and are as follows:
(1)•Global RIM Business includes several distinct offerings:
(i)Records Management, which stores physical records and provides healthcare information services, vital records services, courier operations, and the collection, handling and disposal of sensitive documents (collectively, "Records Management") for customers in 59 countries around the globe.
(ii)Data Management, which provides storage and rotation of backup computer media as part of corporate disaster recovery plans, including service and courier operations ("Data Protection & Recovery"); server and computer backup services; and related services offerings, (collectively, "Data Management").
(iii)Global Digital Solutions, which develops, implements and supports comprehensive storage and information management solutions for the complete lifecycle of our customers’ information, including the management of physical records, conversion of documents to digital formats and digital storage of information.
(iv)Secure Shredding, which includes the scheduled pick-up of office records that customers accumulate in specially designed secure containers we provide and is a natural extension of our hardcopy records management operations, completing the lifecycle of a record. Through a combination of shredding facilities and mobile shredding units consisting of custom built trucks, we are able to offer secure shredding services to our customers.
(v)Entertainment Services, which includes entertainment and media services which help industry clients store, safeguard and deliver physical media of all types, and provides digital content repository systems that house, distribute, and archive key media assets.
(vi)Consumer Storage, which provides on-demand, valet storage for consumers ("Consumer Storage") in markets across North America through a strategic partnership that utilizes data analytics and machine learning to provide effective customer acquisition and a convenient and seamless consumer storage experience.
(2)•Global Data Center Business which provides enterprise-class data center facilities
•Corporate and hyperscale-ready capacity to protect mission-critical assets and ensure the continued operationOther
An analysis of our customers’ IT infrastructure, with secure, reliablebusiness segment information and flexible data center options.reconciliation to the accompanying Condensed Consolidated Financial Statements for the three months ended March 31, 2023 and 2022 is as follows:
(3) Corporate and Other Business consists primarily of our Fine Arts and ALM businesses and other corporate items.
(i) Fine Arts provides technical expertise in the handling, installation and storing of art.
(ii) ALM provides hyperscale and corporate IT infrastructure managers with services and solutions that enable the decommissioning and disposition or sale of IT hardware and component assets. ALM services are enabled by: secure logistics and chain of custody practices, environmentally-responsible asset processing and recycling, and data sanitization and asset refurbishment services that enable value recovery through asset remarketing. Our ALM services focus on protecting and eradicating customer data while maintaining strong, auditable and transparent chain of custody practices.
Corporate and Other Business also includes costs related to executive and staff functions, including finance, human resources and IT, which benefit the enterprise as a whole.
The operations associated with acquisitions completed during the first six months of 2022 have been incorporated as detailed above. | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED MARCH 31, | | |
| 2023 | | 2022 | | | | |
| Global RIM Business | | | | | | | |
| Total Revenues | $ | 1,126,526 | | | $ | 1,048,891 | | | | | |
| Adjusted EBITDA | 477,784 | | | 448,795 | | | | | |
| Global Data Center Business | | | | | | | |
| Total Revenues | $ | 112,305 | | | $ | 96,987 | | | | | |
| Adjusted EBITDA | 50,635 | | | 41,977 | | | | | |
| Corporate and Other | | | | | | | |
| Total Revenues | $ | 75,518 | | | $ | 102,168 | | | | | |
| Adjusted EBITDA | (67,611) | | | (59,778) | | | | | |
| Total Consolidated | | | | | | | |
| Total Revenues | $ | 1,314,349 | | | $ | 1,248,046 | | | | | |
| Adjusted EBITDA | 460,808 | | | 430,994 | | | | | |
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 27 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
9. SEGMENT INFORMATION (CONTINUED)
An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three and six months ended June 30, 2022 and 2021 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| GLOBAL RIM BUSINESS | | GLOBAL
DATA CENTER BUSINESS | | | | CORPORATE
AND OTHER
BUSINESS | | TOTAL
CONSOLIDATED |
| As of and for the Three Months Ended June 30, 2022 | | | | | | | | | |
| Total Revenues | $ | 1,070,476 | | | $ | 100,088 | | | | | $ | 118,970 | | | $ | 1,289,534 | |
| Adjusted EBITDA | 469,368 | | | 42,307 | | | | | (56,969) | | | 454,706 | |
| As of and for the Three Months Ended June 30, 2021 | | | | | | | | | |
| Total Revenues | $ | 996,324 | | | $ | 76,977 | | | | | $ | 46,455 | | | $ | 1,119,756 | |
| Adjusted EBITDA | 423,940 | | | 33,432 | | | | | (51,741) | | | 405,631 | |
| As of and for the Six Months Ended June 30, 2022 | | | | | | | | | |
| Total Revenues | $ | 2,119,367 | | | $ | 197,075 | | | | | $ | 221,138 | | | $ | 2,537,580 | |
| Adjusted EBITDA | 918,163 | | | 84,284 | | | | | (116,747) | | | 885,700 | |
| As of and for the Six Months Ended June 30, 2021 | | | | | | | | | |
| Total Revenues | $ | 1,973,242 | | | $ | 148,085 | | | | | $ | 80,469 | | | $ | 2,201,796 | |
| Adjusted EBITDA | 827,373 | | | 63,864 | | | | | (105,041) | | | 786,196 | |
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 2820 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
9. SEGMENT INFORMATION (CONTINUED)
Adjusted EBITDA for each segment is defined as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:
| | | | | |
| |
| EXCLUDED | |
•Acquisition and Integration Costs •Restructuring Chargesand other transformation •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | •Other expense (income) expense,, net •Stock-based compensation expense
|
| |
Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.
A reconciliation of Net Income (Loss) to Adjusted EBITDA on a consolidated basis for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Net Income (Loss) | $ | 201,858 | | | $ | 276,522 | | | $ | 243,565 | | | $ | 323,153 | |
| Add/(Deduct): | | | | | | | |
| Interest expense, net | 115,057 | | | 105,220 | | | 229,499 | | | 209,642 | |
| Provision (benefit) for income taxes | 18,083 | | | 110,416 | | | 28,163 | | | 125,056 | |
| Depreciation and amortization | 178,254 | | | 166,685 | | | 361,869 | | | 332,327 | |
| Acquisition and Integration Costs | 16,878 | | | 2,277 | | | 32,539 | | | 2,277 | |
| Restructuring Charges | — | | | 39,443 | | | — | | | 79,254 | |
| | | | | | | |
| (Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | (51,249) | | | (128,935) | | | (51,954) | | | (133,386) | |
| Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures | (46,103) | | | (189,605) | | | 7,412 | | | (187,484) | |
| Stock-based compensation expense | 20,256 | | | 22,536 | | | 31,597 | | | 33,269 | |
| Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures | 1,672 | | | 1,072 | | | 3,010 | | | 2,088 | |
| Adjusted EBITDA | $ | 454,706 | | | $ | 405,631 | | | $ | 885,700 | | | $ | 786,196 | |
| | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED MARCH 31, | | |
| 2023 | | 2022 | | | | |
| Net Income (Loss) | $ | 65,535 | | | $ | 41,707 | | | | | |
| Add/(Deduct): | | | | | | | |
| Interest expense, net | 137,169 | | | 114,442 | | | | | |
| Provision (benefit) for income taxes | 16,758 | | | 10,080 | | | | | |
| Depreciation and amortization | 182,094 | | | 183,615 | | | | | |
| Acquisition and Integration Costs | 1,595 | | | 15,661 | | | | | |
| Restructuring and other transformation | 36,913 | | | — | | | | | |
| (Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | (13,061) | | | (705) | | | | | |
| Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures | 17,491 | | | 53,515 | | | | | |
| Stock-based compensation expense | 12,509 | | | 11,341 | | | | | |
| Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures | 3,805 | | | 1,338 | | | | | |
| Adjusted EBITDA | $ | 460,808 | | | $ | 430,994 | | | | | |
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 2921 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
9. SEGMENT INFORMATION (CONTINUED)
Information as to our revenues by product and service lines by segment for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 areis as follows:
| | | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, | | THREE MONTHS ENDED MARCH 31, | |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | |
| Global RIM Business | Global RIM Business | | Global RIM Business | | |
Records Management(1) | Records Management(1) | | $ | 818,993 | | | $ | 765,818 | | | $ | 1,621,546 | | | $ | 1,517,941 | | Records Management(1) | | $ | 867,988 | | | $ | 802,553 | | |
Data Management(1) | Data Management(1) | | 124,394 | | | 133,876 | | | 258,050 | | | 268,741 | | Data Management(1) | | 129,594 | | | 133,656 | | |
Information Destruction(1)(2) | Information Destruction(1)(2) | | 127,089 | | | 96,630 | | | 239,771 | | | 186,560 | | Information Destruction(1)(2) | | 128,944 | | | 112,682 | | |
Data Center(1) | Data Center(1) | | — | | | — | | | — | | | — | | Data Center(1) | | — | | | — | | |
| | Global Data Center Business | Global Data Center Business | | Global Data Center Business | | |
Records Management(1) | Records Management(1) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | Records Management(1) | | $ | — | | | $ | — | | |
Data Management(1) | Data Management(1) | | — | | | — | | | — | | | — | | Data Management(1) | | — | | | — | | |
Information Destruction(1) | Information Destruction(1) | | — | | | — | | | — | | | — | | Information Destruction(1) | | — | | | — | | |
Data Center(1) | Data Center(1) | | 100,088 | | | 76,977 | | | 197,075 | | | 148,085 | | Data Center(1) | | 112,305 | | | 96,987 | | |
| | Corporate and Other Business | | |
| Corporate and Other | | Corporate and Other | | |
Records Management(1) | Records Management(1) | | $ | 36,141 | | | $ | 34,210 | | | $ | 68,039 | | | $ | 61,397 | | Records Management(1) | | $ | 34,348 | | | $ | 31,898 | | |
Data Management(1) | Data Management(1) | | — | | | — | | | — | | | — | | Data Management(1) | | — | | | — | | |
Information Destruction(1)(3) | Information Destruction(1)(3) | | 82,829 | | | 12,245 | | | 153,099 | | | 19,072 | | Information Destruction(1)(3) | | 41,170 | | | 70,270 | | |
Data Center(1) | Data Center(1) | | — | | | — | | | — | | | — | | Data Center(1) | | — | | | — | | |
| | Total Consolidated | Total Consolidated | | Total Consolidated | | |
Records Management(1) | Records Management(1) | | $ | 855,134 | | | $ | 800,028 | | | $ | 1,689,585 | | | $ | 1,579,338 | | Records Management(1) | | $ | 902,336 | | | $ | 834,451 | | |
Data Management(1) | Data Management(1) | | 124,394 | | | 133,876 | | | 258,050 | | | 268,741 | | Data Management(1) | | 129,594 | | | 133,656 | | |
Information Destruction(1)(2)(3) | Information Destruction(1)(2)(3) | | 209,918 | | | 108,875 | | | 392,870 | | | 205,632 | | Information Destruction(1)(2)(3) | | 170,114 | | | 182,952 | | |
Data Center(1) | Data Center(1) | | 100,088 | | | 76,977 | | | 197,075 | | | 148,085 | | Data Center(1) | | 112,305 | | | 96,987 | | |
|
(1)Each of these offerings has a component of revenue that is storage rental related and a component that is service revenues,revenue, except for information destruction, which does not have a storage rental component.
(2)Includes secure shredding services.
(3)Includes product revenue from ITRenew.
10. RELATED PARTIES
In October 2020, in connection with the formation of the Frankfurt JV, we entered into agreements whereby we will earn various fees, including (i) special project revenue and (ii) property management and construction and development fees for services we are providing to the Frankfurt JV (the "Frankfurt JV Agreements"). Revenues and expenses associated with the Frankfurt JV Agreements are presented as a component of our Global Data Center Business segment. During the three and six months ended June 30, 2022, we recognized revenue of approximately $5,700 and $12,800, respectively, and during the three and six months ended June 30, 2021, we recognized revenue of approximately $800 and $1,900, respectively, associated with the Frankfurt JV Agreements.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3022 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
10. RELATED PARTIES (CONTINUED)
In October 2020, in connection with the formation of the Frankfurt JV, we entered into agreements whereby we earn various fees, including (i) special project revenue and (ii) property management and construction and development fees for services we are providing to the Frankfurt JV (the "Frankfurt JV Agreements").
In March 2019, in connection with the formation of the MakeSpace JV (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report), we entered into a storage and service agreement with the MakeSpace JV to provide certain storage and related services to the MakeSpace JV (the "MakeSpace Agreement"). In February 2022, in connection with the formation of the Clutter JV, we terminated the MakeSpace Agreement and entered into a storage and service agreement with the Clutter JV to provide certain storage and related services to the Clutter JV (the "Clutter Agreement"). Revenues
Revenue recognized in the accompanying Condensed Consolidated Statements of Operations under these agreements for the three months ended March 31, 2023 and expenses2022 is as follows (approximately):
| | | | | | | | | | | |
| | THREE MONTHS ENDED MARCH 31, |
| 2023 | | 2022 |
Frankfurt JV Agreements(1) | $ | 900 | | | $ | 7,100 | |
MakeSpace Agreement and Clutter Agreement(2) | 6,000 | | 7,000 | |
(1)Revenue associated with the Frankfurt JV Agreements is presented as a component of our Global Data Center Business segment.
(2)Revenue associated with the MakeSpace Agreement and Clutter Agreement areis presented as a component of our Global RIM Business segment. During the three and six months ended June 30, 2022, we recognized revenue of approximately $7,400 and $14,400, respectively, and during the three and six months ended June 30, 2021, we recognized revenue of approximately $8,100 and $15,600, respectively, associated with the MakeSpace Agreement and Clutter Agreement.
11. RESTRUCTURING AND OTHER TRANSFORMATION
PROJECT SUMMITMATTERHORN
In October 2019,September 2022, we announced ourProject Matterhorn, a global program designed to accelerate the growth of our business. Project Matterhorn investments will focus on transforming our operating model to a global operating model. Project Matterhorn will focus on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better position us for futureserve our customers' needs. We will be investing to accelerate growth and achievementto capture a greater share of our strategic objectives (“Project Summit”)the large, global addressable markets in which we completed asoperate. We expect to incur approximately $150,000 in costs annually related to Project Matterhorn from 2023 through 2025. Costs are comprised of December 31, 2021.
The implementation of Project Summit resulted in total operating expenditures (“Restructuring Charges”) of approximately $450,000 that primarily consisted of: (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs; (2) internal costs and (iii) certain professional fees associated with the developmentthese activities, and implementation of Project Summit initiatives; (3)(2) other transformation costs, which include professional fees primarily related tosuch as project management costs and costs for third party consultants who assisted withare assisting in the designenablement of our growth initiatives. Total costs related to Project Matterhorn during the three months ended March 31, 2023 were approximately $36,913 and executionare included in Restructuring and other transformation in our Condensed Consolidated Statement of various initiatives as well as project management activities and (4) system implementation and data conversion costs. As Project Summit was completed as of December 31, 2021, thereOperations. There were no Restructuring Chargesand other transformation costs related to Project Matterhorn for the three and six months ended June 30,March 31, 2022. Total
Restructuring Chargesand other transformation related to Project Matterhorn included in the accompanying Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2021 was $39,443March 31, 2023, and $79,254, respectively,from the inception of Project Matterhorn through March 31, 2023, is as follows:
| | | | | | | | | | | |
| THREE MONTHS ENDED MARCH 31, 2023 | | FROM INCEPTION OF PROJECT MATTERHORN THROUGH MARCH 31, 2023 |
| Restructuring | $ | 11,957 | | | $ | 25,249 | |
| Other transformation | 24,956 | | | 53,597 | |
| Restructuring and other transformation | $ | 36,913 | | | $ | 78,846 | |
| | | | | | | | | | | |
| IRON MOUNTAIN MARCH 31, 2023 FORM 10-Q | | | 23 |
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and consistedper share data) (Unaudited)
11. RESTRUCTURING AND OTHER TRANSFORMATION (CONTINUED)
Restructuring costs for Project Matterhorn, included as a component of (i) employee severance costs of $3,921 and $7,729, respectively, and (ii) professional feesRestructuring and other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment for the three months ended March 31, 2023, and from the inception of Project Matterhorn through March 31, 2023, is as follows:
| | | | | | | | | | | |
| THREE MONTHS ENDED MARCH 31, 2023 | | FROM INCEPTION OF PROJECT MATTERHORN THROUGH MARCH 31, 2023 |
| Global RIM Business | $ | 9,525 | | | $ | 22,608 | |
| Global Data Center Business | 78 | | | 78 | |
| Corporate and Other | 2,354 | | | 2,563 | |
| Total restructuring costs | $ | 11,957 | | | $ | 25,249 | |
Other transformation costs for Project Matterhorn, included as a component of $35,522Restructuring and $71,525,other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment for the three months ended March 31, 2023, and from the inception of Project Matterhorn through March 31, 2023, is as follows:
| | | | | | | | | | | |
| THREE MONTHS ENDED MARCH 31, 2023 | | FROM INCEPTION OF PROJECT MATTERHORN THROUGH MARCH 31, 2023 |
| Global RIM Business | $ | 3,485 | | | $ | 7,386 | |
| Global Data Center Business | 870 | | | 928 | |
| Corporate and Other | 20,601 | | | 45,283 | |
| Total other transformation costs | $ | 24,956 | | | $ | 53,597 | |
Accrued restructuring costs and accrued other transformation costs included in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2023 were approximately $4,600 and $12,000, respectively.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3124 |
Part I. Financial Information
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 2022March 31, 2023 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and six months ended June 30, 2022,March 31, 2023, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2021,2022, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 24, 202223, 2023 (our "Annual Report").
FORWARD-LOOKING STATEMENTS
We have made statements in this Quarterly Report that constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements concern our current expectations regarding our future results from operations, economic performance, financial condition, goals, strategies, investment objectives, plans and achievements. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors, and you should not rely upon them except as statements of our present intentions and of our present expectations, which may or may not occur. When we use words such as "believes," "expects," "anticipates,""believes", "expects", "anticipates", "estimates", "plans", "intends", "pursue", "will" or similar expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. In addition, important factors that could cause actual results to differ from expectations include, among others:
•our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, grow our businesses (including through joint ventures), incorporate alternative technologies into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand internationally and manage our internationalglobal operations, complete acquisitions on satisfactory terms, integrate acquired companies efficiently and transition to more sustainable sources of energy;
•changes in customer preferences and demand for our storage and information management services, including as a result of the shift from paper and tape storage to alternative technologies that require less physical space;
•the impact of our distribution requirements on our ability to execute our business plan;
•the severity and duration of the COVID-19 pandemic and its effects on the global economy, including its effects on us, the markets we serve and our customers and the third parties with whom we do business within those markets;
•our ability to fund capital expenditures;
•our ability to remain qualified for taxation as a real estate investment trust for United States federal income tax purposes ("REIT");
•the costs of complying with and our ability to comply with laws, regulations and customer requirements, including those relating to data privacy and cybersecurity issues, as well as fire and safety and environmental standards;
•the impact of attacks on our internal information technology ("IT") systems, including the impact of such incidents on our reputation and ability to compete and any litigation or disputes that may arise in connection with such incidents;
•our ability to fund capital expenditures;
•our ability to remain qualified for taxation as a real estate investment trust for United States federal income tax purposes ("REIT");
•changes in the political and economic environments in the countries in which our international subsidiarieswe operate and changes in the global political climate, particularly as we consolidate operations and move records and data across borders;climate;
•our ability to raise debt or equity capital and changes in the cost of our debt;
•our ability to comply with our existing debt obligations and restrictions in our debt instruments;
•the impact of service interruptions or equipment damage and the cost of power on our data center operations;
•the cost or potential liabilities associated with real estate necessary for our business;
•failures to implement and manage new IT systems;
•unexpected events, including those resulting from climate change or geopolitical events, could disrupt our operations and adversely affect our reputation and results of operations;
•failures to implement and manage new IT systems;
•other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated; and
•the other risks described in our periodic reports filed with the SEC, including under the caption "Risk Factors" in Part I, Item 1A of our Annual Report.Report on Form 10-K filed with the SEC on February 23, 2023.
Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this report.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3225 |
Part I. Financial Information
OVERVIEW
The following discussions set forth, for the periods indicated, management's discussion and analysis of financial condition and results of operations. Significant trends and changes are discussed for the three and six months ended June 30, 2022March 31, 2023 within each section. Trends and changes that are consistent for both the three and six month periods are not repeated and are discussed on a year to date basis only.
PROJECT SUMMITMATTERHORN
In October 2019,September 2022, we announced oura global program designed to accelerate the growth of our business ("Project Matterhorn"). Project Matterhorn investments will focus on transforming our operating model to a global operating model. Project Matterhorn will focus on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better position us for futureserve our customers' needs. We will be investing to accelerate growth and achievementto capture a greater share of the large, global addressable markets in which we operate. We expect to incur approximately $150.0 million in costs annually related to Project Matterhorn from 2023 through 2025. Costs are comprised of (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which include professional fees such as project management costs and costs for third party consultants who are assisting in the enablement of our strategic objectives ("growth initiatives. There were no Restructuring and other transformation costs related to Project Summit") which we completed as of December 31, 2021. Project Summit has improved annual Adjusted EBITDA (as defined below) by approximately $375.0 million exiting 2021, of which approximately $160.0 million and $165.0 million were realized in 2021 and 2020, respectively, with the remainder to come in 2022.
ACQUISITION OF ITRENEW
On January 25, 2022, in order to expand our asset lifecycle management ("ALM") operations, we acquired an approximately 80% interest in Intercept Parent, Inc. ("ITRenew"). From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. ITRenew is presented in Corporate and Other Business and primarily operates in the United States. See Acquisitions within the Liquidity and Capital Resources section below for additional information.
DIVESTMENTS AND DECONSOLIDATIONS
IPM DIVESTMENT
On June 7, 2021, we sold our Intellectual Property Management ("IPM") business, also known as our technology escrow services business, which we predominantly operated in the United States, for total gross consideration of approximately $215.4 million (the "IPM Divestment"). We have concluded that the IPM Divestment does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as our decision to divest this business does not represent a strategic shift that will have a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with this business are presented as a component of operating income (loss) in our Condensed Consolidated Statements of OperationsMatterhorn for the three and six months ended June 30, 2021March 31, 2022. The following chart presents (in thousands) total Restructuring and other transformation costs related to Project Matterhorn from the cash flows associated with this business is presented as a componentinception of cash flows from operations in our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021. Our IPM business represented approximately $6.0 millionProject Matterhorn through March 31, 2023 and $14.2 million of total revenues and approximately $2.5 million and $6.8 million of total net income for the three and six months ended June 30, 2021, respectively.March 31, 2023:
DECONSOLIDATIONS | | | | | | | | |
| From the Inception of Project Matterhorn through March 31, 2023 | |
|
| | |
| For the Three Months Ended March 31, 2023 | |
|
On March 24, 2022, as a result of our loss of control, we deconsolidated the businessesSee Note 11 to Notes to Condensed Consolidated Financial Statements included in the acquisition of OSG Records Management (Europe) Limited, excluding Ukraine. We recognized a loss of approximately $105.8 million associated with the deconsolidation to Other expense (income), net in the first quarter of 2022 representing the difference between the net asset value prior to the deconsolidationthis Quarterly Report for more information on Restructuring and subsequent remeasurement of the retained investment to fair value of zero. We have concluded that the deconsolidation does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as it does not represent a strategic shift that will have a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with these businesses are presented as a component of operating income (loss) in our Condensed Consolidated Statements of Operations through the date of deconsolidation and the cash flows associated with these businesses are presented as a component of cash flows from operations in our Condensed Consolidated Statements of Cash Flows through the date of the deconsolidation. These businesses represented approximately $44.9 million of total revenues and $7.2 million of total net income for the year ended December 31, 2021.other transformation costs.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3326 |
Part I. Financial Information
GENERAL
RESULTS OF OPERATIONS - KEY TRENDS
•We have experienced steady volume in our Global RIM Business segment, with organic storage rental revenue growth driven primarily by revenue management. We expect organic storage rental revenue growth to benefit from revenue management and volume to be relatively stable in the near term.
•Our organic service revenue growth is primarily due to increases in our service activity. We expect organic service revenue growth in 20222023 to benefit from our new and existing digital offerings, as well as our traditional services.
•Weexpect continued total revenue and Adjusted EBITDA growth to accelerate in 2022 with continued2023 as a result of our focus on new product and service offerings, innovation, customer solutions and market expansion.expansion in line with our Project Matterhorn objectives.
•WeIn the near-term, we expect the impact of a stronger US dollar to create headwinds on reported total revenue and Adjusted EBITDA growth in 2023 against prior periods through the remainder of 2022 and into 2023.periods.
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the sixthree months ended June 30, 2022March 31, 2023 consists of the following:
| | | | | | | | |
| COST OF SALES | | SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
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| IRON MOUNTAIN MARCH 31, 2023 FORM 10-Q | | | 27 |
Part I. Financial Information
NON-GAAP MEASURES
ADJUSTED EBITDA
We define Adjusted EBITDA as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:
| | | | | | | | |
| | |
| EXCLUDED | | |
•Acquisition and Integration Costs (as defined below) •Restructuring Charges (as defined below)and other transformation •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | | •Other expense (income) expense,, net •Stock-based compensation expense |
| | |
Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenues. We also show Adjusted EBITDA and Adjusted EBITDA Margin for each of our reportable segments under "Results of Operations – Segment Analysis" below.
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IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 34 |
Part I. Financial Information
Adjusted EBITDA excludes both interest expense, net and the provision (benefit) for income taxes. These expenses are associated with our capitalization and tax structures, which we do not consider when evaluating the operating profitability of our core operations. Adjusted EBITDA does not include depreciation and amortization expenses, in order to eliminate the impact of capital investments, which we evaluate by comparing capital expenditures to incremental revenue generated and as a percentage of total revenues. Adjusted EBITDA and Adjusted EBITDA Margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as operating income, net income (loss) or cash flows from operating activities (as determined in accordance with GAAP).activities.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (IN THOUSANDS):
| | | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, | | THREE MONTHS ENDED MARCH 31, | |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | |
| Net Income (Loss) | Net Income (Loss) | $ | 201,858 | | | $ | 276,522 | | | $ | 243,565 | | | $ | 323,153 | | Net Income (Loss) | $ | 65,535 | | | $ | 41,707 | | |
| Add/(Deduct): | Add/(Deduct): | | Add/(Deduct): | | |
| Interest expense, net | Interest expense, net | 115,057 | | | 105,220 | | | 229,499 | | | 209,642 | | Interest expense, net | 137,169 | | | 114,442 | | |
| Provision (benefit) for income taxes | Provision (benefit) for income taxes | 18,083 | | | 110,416 | | | 28,163 | | | 125,056 | | Provision (benefit) for income taxes | 16,758 | | | 10,080 | | |
| Depreciation and amortization | Depreciation and amortization | 178,254 | | | 166,685 | | | 361,869 | | | 332,327 | | Depreciation and amortization | 182,094 | | | 183,615 | | |
Acquisition and Integration Costs(1) | Acquisition and Integration Costs(1) | 16,878 | | | 2,277 | | | 32,539 | | | 2,277 | | Acquisition and Integration Costs(1) | 1,595 | | | 15,661 | | |
Restructuring Charges(2) | — | | | 39,443 | | | — | | | 79,254 | | |
| Restructuring and other transformation | | Restructuring and other transformation | 36,913 | | | — | | |
| (Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | (Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | (51,249) | | | (128,935) | | | (51,954) | | | (133,386) | | (Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | (13,061) | | | (705) | | |
| Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures | (46,103) | | | (189,605) | | | 7,412 | | | (187,484) | | |
| Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures | | Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures | 17,491 | | | 53,515 | | |
| Stock-based compensation expense | Stock-based compensation expense | 20,256 | | | 22,536 | | | 31,597 | | | 33,269 | | Stock-based compensation expense | 12,509 | | | 11,341 | | |
| Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures | Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures | 1,672 | | | 1,072 | | | 3,010 | | | 2,088 | | Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures | 3,805 | | | 1,338 | | |
| Adjusted EBITDA | Adjusted EBITDA | $ | 454,706 | | | $ | 405,631 | | | $ | 885,700 | | | $ | 786,196 | | Adjusted EBITDA | $ | 460,808 | | | $ | 430,994 | | |
(1)Represent operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance facility upgrade and system integration costs (collectively, "Acquisition and Integration Costs"). Acquisition and Integration Costs do not include costs associated with the formation of joint ventures or costs associated with the acquisition of customer relationships.
(2) Represent operating expenses associated with the implementation of Project Summit that primarily consisted of: (i) employee severance costs; (ii) internal costs associated with the development and implementation of Project Summit initiatives; (iii) professional fees, primarily related to third party consultants who assisted with the design and execution of various initiatives as well as project management activities and (iv) system implementation and data conversion costs.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3528 |
Part I. Financial Information
ADJUSTED EPS
We define Adjusted EPS as reported earnings per share fully diluted from net income (loss) attributable to Iron Mountain Incorporated (inclusive of our share of adjusted losses (gains) from our unconsolidated joint ventures) and excluding certain items, specifically:
| | | | | | | | |
| | |
| EXCLUDED | | |
•Acquisition and Integration Costs •Restructuring Chargesand other transformation •Amortization related to the write-off of certain customer relationship intangible assets •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | | •Other expense (income) expense,, net •Stock-based compensation expense •Non-cash amortization related to derivative instruments •Tax impact of reconciling items and discrete tax items |
| | |
We do not believe these excluded items to be indicative of our ongoing operating results, and they are not considered when we are forecasting our future results. We believe Adjusted EPS is of value to our current and potential investors when comparing our results from past, present and future periods.
RECONCILIATION OF REPORTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED TO ADJUSTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED:
| | | THREE MONTHS ENDED
JUNE 30, | | SIX MONTHS ENDED
JUNE 30, | | THREE MONTHS ENDED MARCH 31, | |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | |
| Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated | Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 0.68 | | | $ | 0.95 | | | $ | 0.83 | | | $ | 1.11 | | Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 0.22 | | | $ | 0.14 | | |
| Add/(Deduct): | Add/(Deduct): | | Add/(Deduct): | | |
| Acquisition and Integration Costs | Acquisition and Integration Costs | 0.06 | | | 0.01 | | | 0.11 | | | 0.01 | | Acquisition and Integration Costs | 0.01 | | | 0.05 | | |
| Restructuring Charges | — | | | 0.14 | | | — | | | 0.27 | | |
| Restructuring and other transformation | | Restructuring and other transformation | 0.13 | | | — | | |
| Amortization related to the write-off of certain customer relationship intangible assets | Amortization related to the write-off of certain customer relationship intangible assets | — | | | — | | | 0.02 | | | — | | Amortization related to the write-off of certain customer relationship intangible assets | — | | | 0.02 | | |
| (Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | (Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | (0.18) | | | (0.44) | | | (0.18) | | | (0.46) | | (Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate) | (0.04) | | | — | | |
| Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures | (0.16) | | | (0.65) | | | 0.03 | | | (0.65) | | |
| Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures | | Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures | 0.06 | | | 0.18 | | |
| Stock-based compensation expense | Stock-based compensation expense | 0.07 | | | 0.08 | | | 0.11 | | | 0.11 | | Stock-based compensation expense | 0.04 | | | 0.04 | | |
| Non-cash amortization related to derivative instruments | | Non-cash amortization related to derivative instruments | 0.02 | | | — | | |
Tax impact of reconciling items and discrete tax items(1) | Tax impact of reconciling items and discrete tax items(1) | (0.03) | | | 0.31 | | | (0.07) | | | 0.30 | | Tax impact of reconciling items and discrete tax items(1) | (0.02) | | | (0.05) | | |
| Net Income (Loss) Attributable to Noncontrolling Interests | 0.01 | | | — | | | — | | | 0.01 | | |
| Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2) | Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2) | $ | 0.46 | | | $ | 0.38 | | | $ | 0.85 | | | $ | 0.70 | | Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2) | $ | 0.42 | | | $ | 0.38 | | |
(1)The difference between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 is primarily due to (i) the reconciling items above, which impact our reported net income (loss) before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the three and six months ended June 30,March 31, 2023 and 2022 was 15.2% and 2021 was 16.5% and 16.2%18.6%, respectively. The Tax Impact of Reconciling Items and Discrete Tax Items is calculated using the current quarter's estimate of the annual structural tax rate for the full year. This may result in the current period adjustment plus prior period reported quarterly adjustments not summing to the full year adjustment.
(2)Columns may not foot due to rounding.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3629 |
Part I. Financial Information
FFO (NAREIT) AND FFO (NORMALIZED)
Funds from operations ("FFO") is defined by the National Association of Real Estate Investment Trusts ("Nareit") as net income (loss) excluding depreciation on real estate assets, losses and gains on sale of real estate, net of tax, and amortization of data center leased-based intangibles and("FFO (Nareit)"). We calculate our FFO measures, including FFO (Nareit), adjusting for our share of reconciling items from our unconsolidated joint ventures from FFO ("FFO (Nareit)").ventures. FFO (Nareit) does not give effect to real estate depreciation because these amounts are computed, under GAAP, to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO (Nareit) provides investors with a clearer view of our operating performance. Our most directly comparable GAAP measure to FFO (Nareit) is net income (loss).
Although Nareit has published a definition of FFO, weWe modify FFO (Nareit), as is common among REITs seeking to provide financial measures that most meaningfully reflect their particular business ("FFO (Normalized)"). Our definition of FFO (Normalized) excludes certain items included in FFO (Nareit) that we believe are not indicative of our core operating results, specifically:
| | | | | | | | |
| | |
| EXCLUDED | | |
•Acquisition and Integration Costs •Restructuring Chargesand other transformation •(Gain) lossLoss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate) •Other expense (income) expense,, net | | •Stock-based compensation expense •Non-cash amortization related to derivative instruments •Real estate financing lease depreciation •Tax impact of reconciling items and discrete tax items
|
| | |
RECONCILIATION OF NET INCOME (LOSS) TO FFO (NAREIT) AND FFO (NORMALIZED) (IN THOUSANDS):
| | | THREE MONTHS ENDED
JUNE 30, | | SIX MONTHS ENDED
JUNE 30, | | THREE MONTHS ENDED MARCH 31, | |
| | 2022 | | 2021 | | 2022 | | 2021 | | 2023 | | 2022 | |
| Net Income (Loss) | Net Income (Loss) | $ | 201,858 | | | $ | 276,522 | | | $ | 243,565 | | | $ | 323,153 | | Net Income (Loss) | $ | 65,535 | | | $ | 41,707 | | |
| Add/(Deduct): | Add/(Deduct): | | Add/(Deduct): | | |
| Real estate depreciation | Real estate depreciation | 75,008 | | | 74,784 | | | 154,341 | | | 150,831 | | Real estate depreciation | 76,129 | | | 79,333 | | |
| (Gain) loss on sale of real estate, net of tax | (Gain) loss on sale of real estate, net of tax | (48,978) | | | (102,476) | | | (48,764) | | | (106,781) | | (Gain) loss on sale of real estate, net of tax | (15,746) | | | 214 | | |
| Data center lease-based intangible assets amortization | Data center lease-based intangible assets amortization | 4,040 | | | 10,482 | | | 8,163 | | | 20,965 | | Data center lease-based intangible assets amortization | 6,129 | | | 4,123 | | |
| Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures | | Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures | 132 | | | — | | |
| | FFO (Nareit) | FFO (Nareit) | 231,928 | | | 259,312 | | | 357,305 | | | 388,168 | | FFO (Nareit) | 132,179 | | | 125,377 | | |
| Add/(Deduct): | Add/(Deduct): | | Add/(Deduct): | | |
| Acquisition and Integration Costs | Acquisition and Integration Costs | 16,878 | | | 2,277 | | | 32,539 | | | 2,277 | | Acquisition and Integration Costs | 1,595 | | | 15,661 | | |
| Restructuring Charges | — | | | 39,443 | | | — | | | 79,254 | | |
| (Gain) loss on disposal/write-down of property, plant and equipment, net (excluding real estate) | (2,270) | | | (1,076) | | | (3,189) | | | (1,222) | | |
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(1) | (46,103) | | | (189,605) | | | 7,412 | | | (187,484) | | |
| Restructuring and other transformation | | Restructuring and other transformation | 36,913 | | | — | | |
| Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate) | | Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate) | 4,550 | | | (919) | | |
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures(1) | | Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures(1) | 17,491 | | | 53,515 | | |
| Stock-based compensation expense | Stock-based compensation expense | 20,256 | | | 22,536 | | | 31,597 | | | 33,269 | | Stock-based compensation expense | 12,509 | | | 11,341 | | |
| Non-cash amortization related to derivative instruments | | Non-cash amortization related to derivative instruments | 5,834 | | | — | | |
| Real estate financing lease depreciation | Real estate financing lease depreciation | 3,427 | | | 3,515 | | | 7,207 | | | 7,051 | | Real estate financing lease depreciation | 2,988 | | | 3,780 | | |
Tax impact of reconciling items and discrete tax items(2) | Tax impact of reconciling items and discrete tax items(2) | (8,250) | | | 63,570 | | | (20,876) | | | 60,494 | | Tax impact of reconciling items and discrete tax items(2) | (6,893) | | | (15,632) | | |
| | Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures | Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures | 374 | | | (9) | | | 354 | | | (13) | | Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures | 226 | | | (20) | | |
| FFO (Normalized) | FFO (Normalized) | $ | 216,240 | | | $ | 199,963 | | | $ | 412,349 | | | $ | 381,794 | | FFO (Normalized) | $ | 207,392 | | | $ | 193,103 | | |
(1)Includes foreign currency transaction (gains) losses, net and other, net. See Note 2.l.2.k. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other expense (income) expense,, net.
(2)Represents the tax impact of (i) the reconciling items above, which impact our reported net income (loss) before provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of $(0.2)$(0.4) million and $(10.2)$(10.0) million for the three and six months ended June 30,March 31, 2023 and 2022, respectively, and $13.3 million and $14.4 million for the three and six months ended June 30, 2021, respectively.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3730 |
Part I. Financial Information
CRITICAL ACCOUNTING ESTIMATES
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates include the following, which are listed in no particular order:
•Revenue Recognition
•Accounting for Acquisitions
•Impairment of Tangible and Intangible Assets
•Income Taxes
Further detail regarding our critical accounting estimates can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, and the Consolidated Financial Statements and the Notes included therein. We have determined that no material changes concerning our critical accounting estimates have occurred since December 31, 2021. See Note 2.e. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information regarding the reassessment of the composition of our reporting units as a result of the realignment of our global managerial structure during the second quarter of 2022.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE AND SIX MONTHS ENDED JUNE 30, 2022MARCH 31, 2023 TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2021MARCH 31, 2022 (IN THOUSANDS):
| | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, | | DOLLAR
CHANGE | | PERCENTAGE
CHANGE |
| 2022 | | 2021 | | |
| Revenues | $ | 1,289,534 | | $ | 1,119,756 | | $ | 169,778 | | | 15.2 | % |
| Operating Expenses | 995,753 | | 813,828 | | 181,925 | | | 22.4 | % |
| Operating Income | 293,781 | | 305,928 | | (12,147) | | | (4.0) | % |
| Other Expenses, Net | 91,923 | | 29,406 | | 62,517 | | | 212.6 | % |
| | | | | | | |
| | | | | | | |
| Net Income (Loss) | 201,858 | | 276,522 | | (74,664) | | | (27.0) | % |
| Net Income (Loss) Attributable to Noncontrolling Interests | 1,777 | | 1,237 | | 540 | | | 43.7 | % |
| Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 200,081 | | $ | 275,285 | | $ | (75,204) | | | (27.3) | % |
Adjusted EBITDA(1) | $ | 454,706 | | $ | 405,631 | | $ | 49,075 | | | 12.1 | % |
Adjusted EBITDA Margin(1) | 35.3 | % | | 36.2 | % | | | | |
| | | SIX MONTHS ENDED JUNE 30, | | DOLLAR
CHANGE | | PERCENTAGE
CHANGE | | THREE MONTHS ENDED MARCH 31, | | DOLLAR
CHANGE | | PERCENTAGE
CHANGE |
| | 2022 | | 2021 | | | 2023 | | 2022 | |
| Revenues | Revenues | $ | 2,537,580 | | $ | 2,201,796 | | $ | 335,784 | | | 15.3 | % | Revenues | $ | 1,314,349 | | $ | 1,248,046 | | $ | 66,303 | | | 5.3 | % |
| Operating Expenses | Operating Expenses | 2,021,669 | | 1,725,462 | | 296,207 | | | 17.2 | % | Operating Expenses | 1,073,687 | | 1,025,916 | | 47,771 | | | 4.7 | % |
| Operating Income | Operating Income | 515,911 | | 476,334 | | 39,577 | | | 8.3 | % | Operating Income | 240,662 | | 222,130 | | 18,532 | | | 8.3 | % |
| Other Expenses, Net | Other Expenses, Net | 272,346 | | 153,181 | | 119,165 | | | 77.8 | % | Other Expenses, Net | 175,127 | | 180,423 | | (5,296) | | | (2.9) | % |
| | Net Income (Loss) | Net Income (Loss) | 243,565 | | 323,153 | | (79,588) | | | (24.6) | % | Net Income (Loss) | 65,535 | | 41,707 | | 23,828 | | | 57.1 | % |
| Net Income (Loss) Attributable to Noncontrolling Interests | Net Income (Loss) Attributable to Noncontrolling Interests | 1,185 | | 2,265 | | (1,080) | | | (47.7) | % | Net Income (Loss) Attributable to Noncontrolling Interests | 940 | | (592) | | 1,532 | | | 258.8 | % |
| Net Income (Loss) Attributable to Iron Mountain Incorporated | Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 242,380 | | $ | 320,888 | | $ | (78,508) | | | (24.5) | % | Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 64,595 | | $ | 42,299 | | $ | 22,296 | | | 52.7 | % |
Adjusted EBITDA(1) | Adjusted EBITDA(1) | $ | 885,700 | | $ | 786,196 | | $ | 99,504 | | | 12.7 | % | Adjusted EBITDA(1) | $ | 460,808 | | $ | 430,994 | | $ | 29,814 | | | 6.9 | % |
Adjusted EBITDA Margin(1) | Adjusted EBITDA Margin(1) | 34.9 | % | | 35.7 | % | | Adjusted EBITDA Margin(1) | 35.1 | % | | 34.5 | % | |
(1)See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, reconciliation of Net Income (Loss) to Adjusted EBITDA and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3831 |
Part I. Financial Information
REVENUES
ConsolidatedTotal revenues consist of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, | | | | PERCENTAGE CHANGE | | | | |
| 2022 | | 2021 | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT CURRENCY(1) | | ORGANIC GROWTH(2) | | IMPACT OF
ACQUISITIONS |
| Storage Rental | $ | 753,126 | | | $ | 718,272 | | | $ | 34,854 | | | 4.9 | % | | 7.8 | % | | 8.2 | % | | (0.4) | % |
| Service | 536,408 | | | 401,484 | | | 134,924 | | | 33.6 | % | | 37.6 | % | | 21.1 | % | | 16.5 | % |
| Total Revenues | $ | 1,289,534 | | | $ | 1,119,756 | | | $ | 169,778 | | | 15.2 | % | | 18.5 | % | | 12.8 | % | | 5.7 | % |
| | | SIX MONTHS ENDED
JUNE 30, | | PERCENTAGE CHANGE | | | THREE MONTHS ENDED MARCH 31, | | PERCENTAGE CHANGE | |
| | 2022 | | 2021 | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT CURRENCY(1) | | ORGANIC GROWTH(2) | | IMPACT OF
ACQUISITIONS | | 2023 | | 2022 | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT CURRENCY(1) | | ORGANIC GROWTH(2) | | IMPACT OF
ACQUISITIONS |
| Storage Rental | Storage Rental | $ | 1,504,196 | | | $ | 1,426,328 | | | $ | 77,868 | | | 5.5 | % | | 7.8 | % | | 8.0 | % | | (0.2) | % | Storage Rental | $ | 810,089 | | | $ | 751,070 | | | $ | 59,019 | | | 7.9 | % | | 10.2 | % | | 11.1 | % | | (0.9) | % |
| Service | Service | 1,033,384 | | | 775,468 | | | 257,916 | | | 33.3 | % | | 36.5 | % | | 19.2 | % | | 17.3 | % | Service | 504,260 | | | 496,976 | | | 7,284 | | | 1.5 | % | | 3.5 | % | | 2.0 | % | | 1.5 | % |
| Total Revenues | Total Revenues | $ | 2,537,580 | | | $ | 2,201,796 | | | $ | 335,784 | | | 15.3 | % | | 17.9 | % | | 12.0 | % | | 5.9 | % | Total Revenues | $ | 1,314,349 | | | $ | 1,248,046 | | | $ | 66,303 | | | 5.3 | % | | 7.5 | % | | 7.5 | % | | — | % |
(1)Constant currency growth rates, which are a non-GAAP measure, are calculated by translating the 20212022 results at the 20222023 average exchange rates.
(2)Our organic revenue growth rate, which is a non-GAAP measure, represents the year-over-year growth rate of our revenues excluding the impact of business acquisitions, divestitures and foreign currency exchange rate fluctuations. Our organic revenue growth rate includes the impact of acquisitions of customer relationships.
TOTAL REVENUES
For the sixthree months ended June 30, 2022,March 31, 2023, the increase in reported consolidated revenue was primarily driven by organic storage rental revenue growth and organic service revenue growth and the impact of acquisitions, primarily ITRenew.growth. Foreign currency exchange rate fluctuations decreased our reported consolidated revenue growth rate for the sixthree months ended June 30, 2022March 31, 2023 by 2.6%2.2% compared to the prior year period.
STORAGE RENTAL REVENUESREVENUE AND SERVICE REVENUESREVENUE
Primary factors influencing the change in reported consolidated storage rental revenue and reported service revenuesrevenue for the sixthree months ended June 30, 2022March 31, 2023 compared to the sixthree months ended June 30, 2021March 31, 2022 include the following:
| | | | | | | | |
| | |
STORAGE RENTAL REVENUESREVENUE | | •organic storage rental revenue growth driven by increased volume in faster growing markets and our Global Data Center Business segment and revenue management; •a 2.0%0.3% increase in total global volume excluding deconsolidations (also excluding acquisitions, total global volume increased 0.5%0.3%); and •a decrease of $31.4$15.7 million due to foreign currency exchange rate fluctuations. |
| | |
| | |
SERVICE REVENUESREVENUE | | •organic service revenue growth reflectingdriven by increased service activity levels; •an increaselevels in our Global RIM business, partially offset by service revenue declines in our asset lifecycle management business as a result of $124.4 million due to our recent acquisition of ITRenew;component price declines, partially offset by increased volume; and
•a decrease of $18.6$9.9 million due to foreign currency exchange rate fluctuations. |
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 3932 |
Part I. Financial Information
OPERATING EXPENSES
COST OF SALES
Consolidated Cost of sales (excluding depreciation and amortization) consists of the following expenses (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED
JUNE 30, | | | | PERCENTAGE
CHANGE | | % OF
CONSOLIDATED
REVENUES | | PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE |
| 2022 | | 2021 | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | 2022 | | 2021 | |
| Labor | $ | 203,459 | | | $ | 199,084 | | | $ | 4,375 | | | 2.2 | % | | 5.4 | % | | 15.8 | % | | 17.8 | % | | (2.0) | % |
| Facilities | 213,795 | | | 196,098 | | | 17,697 | | | 9.0 | % | | 12.2 | % | | 16.6 | % | | 17.5 | % | | (0.9) | % |
| Transportation | 42,391 | | | 37,084 | | | 5,307 | | | 14.3 | % | | 17.4 | % | | 3.3 | % | | 3.3 | % | | — | % |
| Product Cost of Sales and Others | 96,831 | | | 42,313 | | | 54,518 | | | 128.8 | % | | 136.1 | % | | 7.5 | % | | 3.8 | % | | 3.7 | % |
| | | | | | | | | | | | | | | |
| Total Cost of sales | $ | 556,476 | | | $ | 474,579 | | | $ | 81,897 | | | 17.3 | % | | 20.8 | % | | 43.2 | % | | 42.4 | % | | 0.8 | % |
| | | SIX MONTHS ENDED
JUNE 30, | | PERCENTAGE
CHANGE | | % OF
CONSOLIDATED
REVENUES | | PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE | | THREE MONTHS ENDED
MARCH 31, | | PERCENTAGE
CHANGE | | % OF TOTAL REVENUES | | PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE |
| | 2022 | | 2021 | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | 2022 | | 2021 | | | 2023 | | 2022 | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | 2023 | | 2022 | |
| Labor | Labor | $ | 404,960 | | | $ | 388,480 | | | $ | 16,480 | | | 4.2 | % | | 6.9 | % | | 16.0 | % | | 17.6 | % | | (1.6) | % | Labor | $ | 219,531 | | | $ | 201,501 | | | $ | 18,030 | | | 8.9 | % | | 11.5 | % | | 16.7 | % | | 16.1 | % | | 0.6 | % |
| Facilities | Facilities | 432,114 | | | 391,061 | | | 41,053 | | | 10.5 | % | | 13.1 | % | | 17.0 | % | | 17.8 | % | | (0.8) | % | Facilities | 240,690 | | | 218,319 | | | 22,371 | | | 10.2 | % | | 13.0 | % | | 18.3 | % | | 17.5 | % | | 0.8 | % |
| Transportation | Transportation | 77,659 | | | 67,927 | | | 9,732 | | | 14.3 | % | | 17.0 | % | | 3.1 | % | | 3.1 | % | | — | % | Transportation | 39,975 | | | 35,268 | | | 4,707 | | | 13.3 | % | | 16.3 | % | | 3.0 | % | | 2.8 | % | | 0.2 | % |
| Product Cost of Sales and Other | 188,365 | | | 79,020 | | | 109,345 | | | 138.4 | % | | 144.8 | % | | 7.4 | % | | 3.6 | % | | 3.8 | % | |
| | Product Cost of Sales and Others | | Product Cost of Sales and Others | 71,430 | | | 91,534 | | | (20,104) | | | (22.0) | % | | (20.8) | % | | 5.4 | % | | 7.3 | % | | (1.9) | % |
| Total Cost of sales | Total Cost of sales | $ | 1,103,098 | | | $ | 926,488 | | | $ | 176,610 | | | 19.1 | % | | 22.0 | % | | 43.5 | % | | 42.1 | % | | 1.4 | % | Total Cost of sales | $ | 571,626 | | | $ | 546,622 | | | $ | 25,004 | | | 4.6 | % | | 7.0 | % | | 43.5 | % | | 43.8 | % | | (0.3) | % |
Primary factors influencing the change in reported consolidated Cost of sales for the sixthree months ended June 30, 2022March 31, 2023 compared to the sixthree months ended June 30, 2021March 31, 2022 include the following:
•an increase in labor costs driven by an increase in service activity, and the impact of recent acquisitions, partially offset by benefits from Project Summit;primarily within our Global RIM business;
•an increase in facilities expenses driven by increases in rent expense, reflecting the impact fromof our sale-leaseback activity during 20212022 and the first halfthree months of 2022 (which we expect to continue for the remainder of 2022 as we continue to look for future opportunities to monetize a small portion of our owned industrial real estate assets as part of our ongoing capital recycling program),2023, as well as increases in utilities and building maintenance costs;
•an increasea decrease in product cost of sales and other drivenin our asset lifecycle management business as a result of component price declines, partially offset by the acquisition of ITRenew;increased volume; and
•a decrease of $22.2$12.1 million due to foreign currency exchange rate fluctuations.
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IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 40 |
Part I. Financial Information
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Consolidated Selling, general and administrative expenses consists of the following expenses (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED
JUNE 30, | | | | PERCENTAGE CHANGE | | % OF
CONSOLIDATED
REVENUES | | PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE |
| 2022 | | 2021 | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | 2022 | | 2021 | |
| General, Administrative and Other | $ | 220,891 | | | $ | 189,217 | | | $ | 31,674 | | | 16.7 | % | | 19.2 | % | | 17.1 | % | | 16.9 | % | | 0.2 | % |
| Sales, Marketing and Account Management | 74,503 | | | 70,562 | | | 3,941 | | | 5.6 | % | | 8.6 | % | | 5.8 | % | | 6.3 | % | | (0.5) | % |
| Total Selling, general and administrative expenses | $ | 295,394 | | | $ | 259,779 | | | $ | 35,615 | | | 13.7 | % | | 16.3 | % | | 22.9 | % | | 23.2 | % | | (0.3) | % |
| | | SIX MONTHS ENDED
JUNE 30, | | PERCENTAGE CHANGE | | % OF
CONSOLIDATED
REVENUES | | PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE | | THREE MONTHS ENDED
MARCH 31, | | PERCENTAGE CHANGE | | % OF TOTAL REVENUES | | PERCENTAGE
CHANGE
(FAVORABLE)/
UNFAVORABLE |
| | 2022 | | 2021 | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | 2022 | | 2021 | | | 2023 | | 2022 | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | 2023 | | 2022 | |
| General, Administrative and Other | General, Administrative and Other | $ | 427,207 | | | $ | 378,210 | | | $ | 48,997 | | | 13.0 | % | | 14.9 | % | | 16.8 | % | | 17.2 | % | | (0.4) | % | General, Administrative and Other | $ | 207,023 | | | $ | 206,316 | | | $ | 707 | | | 0.3 | % | | 2.9 | % | | 15.8 | % | | 16.5 | % | | (0.7) | % |
| Sales, Marketing and Account Management | Sales, Marketing and Account Management | 148,910 | | | 140,292 | | | 8,618 | | | 6.1 | % | | 8.4 | % | | 5.9 | % | | 6.4 | % | | (0.5) | % | Sales, Marketing and Account Management | 87,497 | | | 74,407 | | | 13,090 | | | 17.6 | % | | 20.0 | % | | 6.7 | % | | 6.0 | % | | 0.7 | % |
| Total Selling, general and administrative expenses | Total Selling, general and administrative expenses | $ | 576,117 | | | $ | 518,502 | | | $ | 57,615 | | | 11.1 | % | | 13.1 | % | | 22.7 | % | | 23.5 | % | | (0.8) | % | Total Selling, general and administrative expenses | $ | 294,520 | | | $ | 280,723 | | | $ | 13,797 | | | 4.9 | % | | 7.5 | % | | 22.4 | % | | 22.5 | % | | (0.1) | % |
Primary factors influencing the change in reported consolidated Selling, general and administrative expenses for the sixthree months ended June 30, 2022March 31, 2023 compared to the sixthree months ended June 30, 2021March 31, 2022 include the following:
•an increase in general, administrative and other expenses, driven by recent acquisitions, higher wages and benefits, employee relatedemployee-related costs and professional fees,information technology costs, partially offset by benefits from Project Summit;lower professional fees;
•an increase in sales, marketing and account management expenses, driven by recent acquisitions, higher compensation expense, primarily reflecting increased wages and benefits, partially offset by lower professional fees;headcount; and
•a decrease of $9.2$6.7 million due to foreign currency exchange rate fluctuations.
DEPRECIATION AND AMORTIZATION
Depreciation expense increaseddecreased by $9.6$0.3 million, or 4.2%0.3%, for the sixthree months ended June 30, 2022March 31, 2023 compared to the prior year period. See Note 2.h.2.i. to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the useful lives over which our property, plant and equipment is depreciated.
Amortization expense increaseddecreased by $20.0$1.2 million, or 19.0%1.9%, for the sixthree months ended June 30, 2022March 31, 2023 compared to the prior year period.
ACQUISITION AND INTEGRATION COSTS
Acquisition and Integration Costs for the six months ended June 30, 2022 were approximately $32.5 million and primarily consist of legal and professional fees.
(GAIN) LOSS ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET
Consolidated gain on disposal/write-down of property, plant and equipment, net for the three and six months ended June 30, 2022 was approximately $51.2 million and $52.0 million, respectively. The gains for the three and six months ended June 30, 2022 primarily consisted of gains of approximately $49.0 million associated with the sale and sale-leaseback transactions of 11 facilities and parcels of land in the United States, as part of our program to monetize a portion of our industrial assets.
Consolidated gain on disposal/write-down of property, plant and equipment, net for the three and six months ended June 30, 2021 was approximately $128.9 million and $133.4 million, respectively.
| | | | | | | | | | | |
IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 4133 |
Part I. Financial Information
ACQUISITION AND INTEGRATION COSTS
Acquisition and Integration Costs for the three months ended March 31, 2023 and 2022 were approximately $1.6 million and $15.7 million, respectively.
RESTRUCTURING AND OTHER TRANSFORMATION
Restructuring and other transformation costs for the three months ended March 31, 2023 were $36.9 million and related to operating expenses associated with the implementation of Project Matterhorn. There were no Restructuring and other transformation costs related to Project Matterhorn for the three months ended March 31, 2022.
(GAIN) LOSS ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET
Gain on disposal/write-down of property, plant and equipment, net for the three months ended March 31, 2023 was approximately $13.1 million. The gains primarily consist of a gain of approximately $18.5 million associated with a sale-leaseback transaction of a facility in Singapore.
OTHER EXPENSES, NET
INTEREST EXPENSE, NET
Consolidated interestInterest expense, net increased by $19.9$22.8 million to $229.5$137.2 million in the sixthree months ended June 30, 2022March 31, 2023 from $209.6$114.4 million in the prior year period. The increase is primarily due to higher average debt outstanding during the three months ended March 31, 2023 compared to the prior year period primarily driven byas well as an increase in our weighted average debt balancesinterest rate. Our weighted average interest rate, inclusive of the fees associated with our outstanding letters of credit, was 5.3% and 4.4% at June 30, 2022.March 31, 2023 and 2022, respectively. See Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our indebtedness.
OTHER EXPENSE (INCOME) EXPENSE,, NET
Consolidated otherOther expense (income) expense,, net for the three months ended March 31, 2023 and 2022 consists of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED
JUNE 30, | | DOLLAR
CHANGE | | SIX MONTHS ENDED
JUNE 30, | | DOLLAR CHANGE |
| DESCRIPTION | | 2022 | | 2021 | | | 2022 | | 2021 | |
Foreign currency transaction (gains) losses, net(1) | | $ | (55,039) | | | $ | 4,729 | | | $ | (59,768) | | | $ | (68,240) | | | $ | 7,043 | | | $ | (75,283) | |
| Debt extinguishment expense | | — | | | — | | | — | | | 671 | | | — | | | 671 | |
Other, net(2) | | 13,822 | | | (190,959) | | | 204,781 | | | 82,253 | | | (188,560) | | | 270,813 | |
| Other (Income) Expense, Net | | $ | (41,217) | | | $ | (186,230) | | | $ | 145,013 | | | $ | 14,684 | | | $ | (181,517) | | | $ | 196,201 | |
(1)We recognized net foreign currency transaction gains of $55.0 million and $68.2 million for the three and six months ended June 30, 2022, respectively. These gains primarily consist of the impact of changes in the exchange rate of the Euro and the British pound sterling against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(2)On March 24, 2022, as a result of our loss of control, we deconsolidated the businesses included in the acquisition of OSG Records Management (Europe) Limited, excluding Ukraine. We recognized a loss of approximately $105.8 million associated with the deconsolidation to Other expense (income), net in the first quarter of 2022 representing the difference between the net asset value prior to the deconsolidation and subsequent remeasurement of the retained investment to fair value of zero. We have concluded that the deconsolidation does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as it does not represent a strategic shift that will have a major effect on our operations and financial results. The loss was partially offset by a gain recorded in the first quarter of 2022 of approximately $35.8 million associated with the Clutter Transaction (as defined below). | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED
MARCH 31, | | DOLLAR
CHANGE | | | | |
| DESCRIPTION | | 2023 | | 2022 | | | | | | |
| Foreign currency transaction losses (gains), net | | $ | 14,424 | | | $ | (13,201) | | | $ | 27,625 | | | | | | | |
| Debt extinguishment expense | | — | | | 671 | | | (671) | | | | | | | |
| Other, net | | 6,776 | | | 68,431 | | | (61,655) | | | | | | | |
| Other Expense (Income), Net | | $ | 21,200 | | | $ | 55,901 | | | $ | (34,701) | | | | | | | |
PROVISION FOR INCOME TAXES
We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our effective tax rates for the three and six months ended June 30,March 31, 2023 and 2022 and 2021 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED JUNE 30, | | SIX MONTHS ENDED JUNE 30, |
| 2022(1) | | 2021 | | 2022(1) | | 2021 |
| Effective Tax Rate | 8.2 | % | | 28.5 | % | | 10.4 | % | | 27.9 | % |
| | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED MARCH 31, | | |
| 2023(1) | | 2022 | | | | |
| Effective Tax Rate | 20.4 | % | | 19.5 | % | | | | |
(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended June 30, 2022March 31, 2023 were the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, there were gains and losses recorded in Other expense (income), net and Gain (loss) on disposal/write-down of property, plant and equipment net, during the period for which there was an insignificant tax impact. During the first quarter of 2022, there was also a release of valuation allowances on deferred tax assets of our U.S. taxable REIT subsidiaries ("TRS") of approximately $9.9 million as a result of the ITRenew Transaction.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 4234 |
Part I. Financial Information
NET INCOME (LOSS) AND ADJUSTED EBITDA
The following table reflects the effect of the foregoing factors on our consolidated Net Income (Loss)net income (loss) and Adjusted EBITDA (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, | | DOLLAR
CHANGE | | PERCENTAGE CHANGE |
| 2022 | | 2021 | |
| Net Income (Loss) | $ | 201,858 | | | $ | 276,522 | | | $ | (74,664) | | | (27.0) | % |
| Net Income (Loss) as a percentage of Consolidated Revenue | 15.7 | % | | 24.7 | % | | | | |
| Adjusted EBITDA | $ | 454,706 | | | $ | 405,631 | | | $ | 49,075 | | | 12.1 | % |
| Adjusted EBITDA Margin | 35.3 | % | | 36.2 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| SIX MONTHS ENDED JUNE 30, | | DOLLAR
CHANGE | | PERCENTAGE CHANGE |
| 2022 | | 2021 | |
| Net Income (Loss) | $ | 243,565 | | | $ | 323,153 | | | $ | (79,588) | | | (24.6) | % |
| Net Income (Loss) as a percentage of Consolidated Revenue | 9.6 | % | | 14.7 | % | | | | |
| Adjusted EBITDA | $ | 885,700 | | | $ | 786,196 | | | $ | 99,504 | | | 12.7 | % |
| Adjusted EBITDA Margin | 34.9 | % | | 35.7 | % | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED MARCH 31, | | DOLLAR
CHANGE | | PERCENTAGE CHANGE |
| 2023 | | 2022 | |
| Net Income (Loss) | $ | 65,535 | | | $ | 41,707 | | | $ | 23,828 | | | 57.1 | % |
| Net Income (Loss) as a percentage of Revenue | 5.0 | % | | 3.3 | % | | | | |
| Adjusted EBITDA | $ | 460,808 | | | $ | 430,994 | | | $ | 29,814 | | | 6.9 | % |
| Adjusted EBITDA Margin | 35.1 | % | | 34.5 | % | | | | |
| | | | | |
| |
Adjusted EBITDA Margin for the sixthree months ended June 30, 2022 decreasedMarch 31, 2023 increased by 8060 basis points compared to the same prior year period primarily reflecting a 130 basis point decrease from the acquisition of ITRenew, partially offsetdriven by improved service revenue trends, benefits from Project Summit, revenue management and ongoing cost containment measures.measures, partially offset by lower Adjusted EBITDA Margin in our asset lifecycle management business. | ↑ INCREASED BY $99.5$29.8 MILLION OR 12.7%6.9% Adjusted EBITDA |
| |
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 4335 |
Part I. Financial Information
SEGMENT ANALYSIS
See Note 9 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report, for a description of our reportable segments. Previously reported segment information has been restated to conform to the current presentation.
GLOBAL RIM BUSINESS (IN THOUSANDS)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED
JUNE 30, | | | | PERCENTAGE CHANGE | | | | |
| | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | ORGANIC
GROWTH | | IMPACT OF ACQUISITIONS |
| 2022 | | 2021 | | | | | |
| Storage Rental | $ | 649,771 | | $ | 628,678 | | $ | 21,093 | | | 3.4 | % | | 6.4 | % | | 6.3 | % | | 0.1 | % |
| Service | 420,705 | | 367,646 | | 53,059 | | | 14.4 | % | | 17.8 | % | | 17.7 | % | | 0.1 | % |
| Segment Revenue | $ | 1,070,476 | | $ | 996,324 | | $ | 74,152 | | | 7.4 | % | | 10.6 | % | | 10.5 | % | | 0.1 | % |
| Segment Adjusted EBITDA | $ | 469,368 | | $ | 423,940 | | $ | 45,428 | | | | | | | | | |
| Segment Adjusted EBITDA Margin | 43.8 | % | | 42.6 | % | | | | | | | | | | |
| | | SIX MONTHS ENDED
JUNE 30, | | PERCENTAGE CHANGE | | | THREE MONTHS ENDED
MARCH 31, | | PERCENTAGE CHANGE | |
| | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | ORGANIC
GROWTH | | IMPACT OF ACQUISITIONS | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | ORGANIC
GROWTH | | IMPACT OF ACQUISITIONS |
| | 2022 | | 2021 | | | 2023 | | 2022 | |
| Storage Rental | Storage Rental | $ | 1,299,858 | | $ | 1,250,564 | | $ | 49,294 | | | 3.9 | % | | 6.4 | % | | 6.1 | % | | 0.3 | % | Storage Rental | $ | 687,669 | | $ | 650,087 | | $ | 37,582 | | | 5.8 | % | | 8.2 | % | | 9.4 | % | | (1.2) | % |
| Service | Service | 819,509 | | 722,678 | | 96,831 | | | 13.4 | % | | 16.1 | % | | 15.8 | % | | 0.3 | % | Service | 438,857 | | 398,804 | | 40,053 | | | 10.0 | % | | 12.5 | % | | 13.6 | % | | (1.1) | % |
| Segment Revenue | Segment Revenue | $ | 2,119,367 | | $ | 1,973,242 | | $ | 146,125 | | | 7.4 | % | | 10.0 | % | | 9.7 | % | | 0.3 | % | Segment Revenue | $ | 1,126,526 | | $ | 1,048,891 | | $ | 77,635 | | | 7.4 | % | | 9.8 | % | | 11.0 | % | | (1.2) | % |
| Segment Adjusted EBITDA | Segment Adjusted EBITDA | $ | 918,163 | | $ | 827,373 | | $ | 90,790 | | | Segment Adjusted EBITDA | $ | 477,784 | | $ | 448,795 | | $ | 28,989 | | |
| Segment Adjusted EBITDA Margin | Segment Adjusted EBITDA Margin | 43.3 | % | | 41.9 | % | | Segment Adjusted EBITDA Margin | 42.4 | % | | 42.8 | % | |
SIXTHREE MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL RIM BUSINESS (IN MILLIONS)
| | | | | | | | | | | | | | | | | | | | |
Storage Rental
Revenue | | Service
Revenue | | Segment
Revenue | | Segment Adjusted
EBITDA |
Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the sixthree months ended June 30, 2022March 31, 2023 compared to the prior year period include the following:
•organic storage rental revenue growth driven by revenue management and volume;
•a 2.0%0.2% increase in Global RIM volume excluding deconsolidations (also excluding acquisitions, Global RIM volume increased 0.5%0.2%);
•organic service revenue growth mainlyprimarily driven by increases in our traditional service activity levels and growth in our Global Digital Solutions business;
•a decrease in revenue of $45.7$23.2 million due to foreign currency exchange rate fluctuations; and
•a 14040 basis point increasedecrease in Adjusted EBITDA Margin primarily driven by an increase in compensation and other employee-related costs, partially offset by revenue management, benefits from Project Summit and ongoing cost containment measures.management.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 4436 |
Part I. Financial Information
GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED
JUNE 30, | | | | PERCENTAGE CHANGE | | | | |
| | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | ORGANIC
GROWTH | | IMPACT OF ACQUISITIONS |
| 2022 | | 2021 | | | | | |
| Storage Rental | $ | 89,768 | | $ | 71,237 | | $ | 18,531 | | | 26.0 | % | | 28.9 | % | | 23.8 | % | | 5.1 | % |
| Service | 10,320 | | 5,740 | | 4,580 | | | 79.8 | % | | 91.4 | % | | 95.5 | % | | (4.1) | % |
| Segment Revenue | $ | 100,088 | | $ | 76,977 | | $ | 23,111 | | | 30.0 | % | | 33.4 | % | | 29.0 | % | | 4.4 | % |
| Segment Adjusted EBITDA | $ | 42,307 | | $ | 33,432 | | $ | 8,875 | | | | | | | | | |
| Segment Adjusted EBITDA Margin | 42.3 | % | | 43.4 | % | | | | | | | | | | |
| | | SIX MONTHS ENDED
JUNE 30, | | PERCENTAGE CHANGE | | | THREE MONTHS ENDED
MARCH 31, | | PERCENTAGE CHANGE | |
| | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | ORGANIC
GROWTH | | IMPACT OF ACQUISITIONS | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | ORGANIC
GROWTH | | IMPACT OF ACQUISITIONS |
| | 2022 | | 2021 | | | 2023 | | 2022 | |
| Storage Rental | Storage Rental | $ | 177,219 | | $ | 138,394 | | $ | 38,825 | | | 28.1 | % | | 30.3 | % | | 25.0 | % | | 5.3 | % | Storage Rental | $ | 107,435 | | $ | 87,451 | | $ | 19,984 | | | 22.9 | % | | 24.3 | % | | 23.6 | % | | 0.7 | % |
| Service | Service | 19,856 | | 9,691 | | 10,165 | | | 104.9 | % | | 114.8 | % | | 115.5 | % | | (0.7) | % | Service | 4,870 | | 9,536 | | (4,666) | | | (48.9) | % | | (47.9) | % | | (47.9) | % | | — | % |
| Segment Revenue | Segment Revenue | $ | 197,075 | | $ | 148,085 | | $ | 48,990 | | | 33.1 | % | | 35.7 | % | | 30.9 | % | | 4.8 | % | Segment Revenue | $ | 112,305 | | $ | 96,987 | | $ | 15,318 | | | 15.8 | % | | 17.3 | % | | 16.6 | % | | 0.7 | % |
| Segment Adjusted EBITDA | Segment Adjusted EBITDA | $ | 84,284 | | $ | 63,864 | | $ | 20,420 | | | Segment Adjusted EBITDA | $ | 50,635 | | $ | 41,977 | | $ | 8,658 | | |
| Segment Adjusted EBITDA Margin | Segment Adjusted EBITDA Margin | 42.8 | % | | 43.1 | % | | Segment Adjusted EBITDA Margin | 45.1 | % | | 43.3 | % | |
SIXTHREE MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL DATA CENTER BUSINESS (IN MILLIONS)
| | | | | | | | | | | | | | | | | | | | |
Storage Rental
Revenue | | Service
Revenue | | Segment
Revenue | | Segment Adjusted
EBITDA |
Primary factors influencing the change in revenue, Adjusted EBITDA and Adjusted EBITDA Margin in our Global Data Center Business segment for the sixthree months ended June 30, 2022March 31, 2023 compared to the prior year period include the following:
•organic storage rental revenue growth from leases that commenced during the first sixthree months of 20222023 and in prior periods and service revenue growth from project revenue,higher pass-through power costs, partially offset by churn of 260150 basis points;
•an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and
•a 30180 basis point decreaseincrease in Adjusted EBITDA Margin reflecting higher pass-through power costs,ongoing cost management and a changedecline in revenue mix due to lower margin project revenue, during the period, which is expected to have a temporary impact on segment margins, partially offset by ongoing overhead cost management.higher pass-through power costs.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 4537 |
Part I. Financial Information
CORPORATE AND OTHER BUSINESS (IN THOUSANDS)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| THREE MONTHS ENDED
JUNE 30, | | | | PERCENTAGE CHANGE | | | | |
| | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | ORGANIC
GROWTH | | IMPACT OF ACQUISITIONS |
| 2022 | | 2021 | | | | | |
| Storage Rental | $ | 13,587 | | $ | 18,357 | | $ | (4,770) | | | (26.0) | % | | (25.2) | % | | 9.4 | % | | (34.6) | % |
| Service | 105,383 | | 28,098 | | 77,285 | | | 275.1 | % | | 288.7 | % | | 49.5 | % | | 239.2 | % |
| Revenue | $ | 118,970 | | $ | 46,455 | | $ | 72,515 | | | 156.1 | % | | 162.8 | % | | 37.0 | % | | 125.8 | % |
| Adjusted EBITDA | $ | (56,969) | | $ | (51,741) | | $ | (5,228) | | | | | | | | | |
| Adjusted EBITDA as a percentage of Consolidated Revenue | (4.4) | % | | (4.6) | % | | | | | | | | | | |
| | | SIX MONTHS ENDED
JUNE 30, | | PERCENTAGE CHANGE | | | THREE MONTHS ENDED
MARCH 31, | | PERCENTAGE CHANGE | |
| | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | ORGANIC
GROWTH | | IMPACT OF ACQUISITIONS | | DOLLAR
CHANGE | | ACTUAL | | CONSTANT
CURRENCY | | ORGANIC
GROWTH | | IMPACT OF ACQUISITIONS |
| | 2022 | | 2021 | | | 2023 | | 2022 | |
| Storage Rental | Storage Rental | $ | 27,119 | | $ | 37,370 | | $ | (10,251) | | | (27.4) | % | | (27.0) | % | | 8.4 | % | | (35.4) | % | Storage Rental | $ | 14,985 | | $ | 13,532 | | $ | 1,453 | | | 10.7 | % | | 12.4 | % | | 8.4 | % | | 4.0 | % |
| Service | Service | 194,019 | | 43,099 | | 150,920 | | | 350.2 | % | | 363.2 | % | | 53.6 | % | | 309.6 | % | Service | 60,533 | | 88,636 | | (28,103) | | | (31.7) | % | | (30.9) | % | | (44.0) | % | | 13.1 | % |
| Revenue | Revenue | $ | 221,138 | | $ | 80,469 | | $ | 140,669 | | | 174.8 | % | | 179.8 | % | | 37.5 | % | | 142.3 | % | Revenue | $ | 75,518 | | $ | 102,168 | | $ | (26,650) | | | (26.1) | % | | (25.2) | % | | (37.1) | % | | 11.9 | % |
| Adjusted EBITDA | Adjusted EBITDA | $ | (116,747) | | $ | (105,041) | | $ | (11,706) | | | | | Adjusted EBITDA | $ | (67,611) | | $ | (59,778) | | $ | (7,833) | | | | |
| Adjusted EBITDA as a percentage of Consolidated Revenue | (4.6) | % | | (4.8) | % | | |
Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other Business for the sixthree months ended June 30, 2022March 31, 2023 compared to the prior year period include the following:
•a decrease in reported storage revenue reflecting the IPM Divestment in the second quarter of 2021;
•reported service revenue for the six months ended June 30, 2022 includes $124.4 million from the acquisitionin our asset lifecycle management business as a result of ITRenew;
•organic service revenue growth mainly drivencomponent price declines, partially offset by increased service activity levels in our Fine Arts and ALM businesses;volume; and
•a decrease in Adjusted EBITDA driven by higher compensation expense and employee related costs, professional fees and the impactflow through of the IPM Divestmentservice revenue declines in the second quarter of 2021,our asset lifecycle management business, partially offset by benefits from Project Summit, improved service revenue trends and the impact of the acquisition of ITRenew.lower professional fees.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 4638 |
Part I. Financial Information
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
We expect to meet our short-term and long-term cash flow requirements through cash generated from operations, cash on hand, borrowings under our Credit Agreement (as defined below) and proceeds from monetizing a small portion of our total industrial real estate assets, in the future, as well as other potential financings (such as the issuance of debt or equity)debt). Our cash flow requirements, both in the near and long term, include, but are not limited to, capital expenditures, the repayment of outstanding debt, shareholder dividends, potential and pending business acquisitions and investments and normal business operation needs.
PROJECT MATTERHORN
As disclosed above, in September 2022, we announced Project Matterhorn. We estimate that the implementation of Project Matterhorn will result in costs of approximately $150.0 million per year from 2023 through 2025. Total costs related to Project Matterhorn during the three months ended March 31, 2023 were approximately $36.9 million and are included in Restructuring and other transformation in our Condensed Consolidated Statement of Operations. Total costs from inception of the program to March 31, 2023 were approximately $78.8 million. There were no Restructuring and other transformation costs related to Project Matterhorn for the three months ended March 31, 2022.
CASH FLOWS
The following is a summary of our cash balances and cash flows (in thousands) as of and for the sixthree months ended June 30,March 31,
| | | 2022 | | 2021 | | 2023 | | 2022 |
| Cash Flows from Operating Activities | Cash Flows from Operating Activities | $ | 345,924 | | | $ | 389,202 | | Cash Flows from Operating Activities | $ | 128,808 | | | $ | 54,506 | |
| Cash Flows from Investing Activities | Cash Flows from Investing Activities | (991,103) | | | (7,351) | | Cash Flows from Investing Activities | (272,543) | | | (889,754) | |
| Cash Flows from Financing Activities | Cash Flows from Financing Activities | 542,000 | | | (270,939) | | Cash Flows from Financing Activities | 149,901 | | | 771,553 | |
| Cash and Cash Equivalents, including Restricted Cash, End of Period | 144,746 | | | 315,928 | | |
| Cash and Cash Equivalents, End of Period | | Cash and Cash Equivalents, End of Period | 146,442 | | | 195,660 | |
A. CASH FLOWS FROM OPERATING ACTIVITIES
For the sixthree months ended June 30, 2022,March 31, 2023, net cash flows provided by operating activities decreasedincreased by $43.3$74.3 million compared to the prior year period, primarily due to a decreasean increase in cash from working capital of $213.5$78.0 million, primarily related to the timing of accounts payable and accrued expenses and collections of accounts receivable, partially offset by an increasea decrease in net income (including(excluding non-cash charges) of $170.2$3.7 million.
B. CASH FLOWS FROM INVESTING ACTIVITIES
Our significant investing activity during the sixthree months ended June 30, 2022 included:
•WeMarch 31, 2023 included cash paid cash for capital expenditures of $330.2$265.9 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.
•We paid cash for acquisitions (net of cash acquired) of $718.7 million, primarily funded by cash on hand and borrowings under our Revolving Credit Facility (as defined in Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report).
C. CASH FLOWS FROM FINANCING ACTIVITIES
Our significant financing activities during the sixthree months ended June 30, 2022March 31, 2023 included:
•Net proceeds of $904.1$358.7 million primarily associated with borrowings under the Revolving Credit Facility, Term Loan A and the Accounts Receivable Securitization Program.Facility.
•Payment of dividends in the amount of $364.2$186.5 million on our common stock.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 4739 |
Part I. Financial Information
CAPITAL EXPENDITURES
The following table presents our capital spend for the sixthree months ended June 30,March 31, 2023 and 2022, and 2021, organized by the type of the spending as described in our Annual Report (in thousands):
| | | | | SIX MONTHS ENDED JUNE 30, | | THREE MONTHS ENDED MARCH 31, |
| NATURE OF CAPITAL SPEND | NATURE OF CAPITAL SPEND | | 2022 | | 2021 | NATURE OF CAPITAL SPEND | 2023 | | 2022 |
| Growth Investment Capital Expenditures: | Growth Investment Capital Expenditures: | | Growth Investment Capital Expenditures: | |
| Data Center | Data Center | | $ | 183,815 | | | $ | 136,446 | | Data Center | $ | 202,406 | | | $ | 82,159 | |
| Real Estate | Real Estate | | 66,855 | | | 39,525 | | Real Estate | 55,903 | | | 27,290 | |
| Innovation and Other | Innovation and Other | | 20,958 | | | 9,144 | | Innovation and Other | 15,536 | | | 6,020 | |
| Total Growth Investment Capital Expenditures | Total Growth Investment Capital Expenditures | | 271,628 | | | 185,115 | | Total Growth Investment Capital Expenditures | 273,845 | | | 115,469 | |
| Recurring Capital Expenditures: | Recurring Capital Expenditures: | | Recurring Capital Expenditures: | |
| Real Estate | Real Estate | | $ | 23,672 | | | $ | 29,813 | | Real Estate | 5,369 | | | 7,541 | |
| Non-Real Estate | Non-Real Estate | | 37,834 | | | 31,656 | | Non-Real Estate | 19,801 | | | 24,776 | |
| Data Center | Data Center | | 5,678 | | | 3,023 | | Data Center | 2,493 | | | 2,468 | |
| Total Recurring Capital Expenditures | Total Recurring Capital Expenditures | | 67,184 | | | 64,492 | | Total Recurring Capital Expenditures | 27,663 | | | 34,785 | |
| Total Capital Spend (on accrual basis) | Total Capital Spend (on accrual basis) | | $ | 338,812 | | | $ | 249,607 | | Total Capital Spend (on accrual basis) | 301,508 | | | 150,254 | |
| Net increase (decrease) in prepaid capital expenditures | | 1,407 | | | 116 | | |
| Net (decrease) increase in prepaid capital expenditures | | Net (decrease) increase in prepaid capital expenditures | (766) | | | 1,051 | |
| Net (increase) decrease in accrued capital expenditures | Net (increase) decrease in accrued capital expenditures | | (9,999) | | | 45,863 | | Net (increase) decrease in accrued capital expenditures | (34,836) | | | 9,745 | |
| Total Capital Spend (on cash basis) | Total Capital Spend (on cash basis) | | $ | 330,220 | | | $ | 295,586 | | Total Capital Spend (on cash basis) | $ | 265,906 | | | $ | 161,050 | |
Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $950.0$1,000.0 million for the year ending December 31, 2022.2023. Of this, we expect our capital expenditures for growth investment to be approximately $800.0$855.0 million, and our recurring capital expenditures to approach $155.0$145.0 million. Approximately $625.0 million of our expected capital expenditures relates to Global Data Center Business development spend.
DIVIDENDS
See Note 8 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a listing of dividends that we declared during the first sixthree months of 20222023 and fiscal year 2021.2022.
On AugustMay 4, 2022,2023, we declared a dividend to our stockholders of record as of SeptemberJune 15, 20222023 of $0.6185 per share, payable on October 4, 2022.July 6, 2023.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 4840 |
Part I. Financial Information
FINANCIAL INSTRUMENTS AND DEBT
Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits)funds) and accounts receivable. The only significant concentration of liquid investments as of June 30, 2022March 31, 2023 is related to cash and cash equivalents.equivalents held in money mark funds. See Note 2.f.2.e. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds and time deposits.funds.
Long-term debt as of June 30, 2022March 31, 2023 is as follows (in thousands):
| | | | JUNE 30, 2022 | | MARCH 31, 2023 |
| | | DEBT (INCLUSIVE OF DISCOUNT) | | UNAMORTIZED DEFERRED FINANCING COSTS | | CARRYING AMOUNT | | | DEBT (INCLUSIVE OF DISCOUNT) | | UNAMORTIZED DEFERRED FINANCING COSTS | | CARRYING AMOUNT |
Revolving Credit Facility | Revolving Credit Facility | $ | 578,000 | | | $ | (9,006) | | | $ | 568,994 | | | Revolving Credit Facility | $ | 1,439,000 | | | $ | (5,687) | | | $ | 1,433,313 | |
Term Loan A | Term Loan A | 246,875 | | | — | | | 246,875 | | | Term Loan A | 237,500 | | | — | | | 237,500 | |
Term Loan B | Term Loan B | 669,460 | | | (4,371) | | | 665,089 | | | Term Loan B | 664,379 | | | (3,434) | | | 660,945 | |
| Australian Dollar Term Loan (the "AUD Term Loan") | 207,221 | | | (519) | | | 206,702 | | | |
| UK Bilateral Revolving Credit Facility (the "UK Bilateral Facility") | 170,057 | | | (334) | | | 169,723 | | | |
| Australian Dollar Term Loan | | Australian Dollar Term Loan | 197,929 | | | (585) | | | 197,344 | |
| UK Bilateral Revolving Credit Facility | | UK Bilateral Revolving Credit Facility | 173,153 | | | — | | | 173,153 | |
| 37/8% GBP Senior Notes due 2025 (the "GBP Notes") | 37/8% GBP Senior Notes due 2025 (the "GBP Notes") | 485,875 | | | (3,058) | | | 482,817 | | | 37/8% GBP Senior Notes due 2025 (the "GBP Notes") | 494,722 | | | (2,413) | | | 492,309 | |
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(1)(2) | 47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(1)(2) | 1,000,000 | | | (7,465) | | | 992,535 | | | 47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(1)(2) | 1,000,000 | | | (6,399) | | | 993,601 | |
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(1)(2) | 51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(1)(2) | 825,000 | | | (6,790) | | | 818,210 | | | 51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(1)(2) | 825,000 | | | (5,904) | | | 819,096 | |
5% Senior Notes due 2028 (the "5% Notes due 2028")(1)(2) | 5% Senior Notes due 2028 (the "5% Notes due 2028")(1)(2) | 500,000 | | | (4,401) | | | 495,599 | | | 5% Senior Notes due 2028 (the "5% Notes due 2028")(1)(2) | 500,000 | | | (3,859) | | | 496,141 | |
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(1)(2) | 47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(1)(2) | 1,000,000 | | | (10,488) | | | 989,512 | | | 47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(1)(2) | 1,000,000 | | | (9,403) | | | 990,597 | |
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(1)(2) | 51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(1)(2) | 1,300,000 | | | (12,159) | | | 1,287,841 | | | 51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(1)(2) | 1,300,000 | | | (11,031) | | | 1,288,969 | |
41/2% Senior Notes due 2031 (the "41/2% Notes")(1)(2) | 41/2% Senior Notes due 2031 (the "41/2% Notes")(1)(2) | 1,100,000 | | | (10,782) | | | 1,089,218 | | | 41/2% Senior Notes due 2031 (the "41/2% Notes")(1)(2) | 1,100,000 | | | (9,850) | | | 1,090,150 | |
| 5% Senior Notes due 2032 (the "5% Notes due 2032") | 5% Senior Notes due 2032 (the "5% Notes due 2032") | 750,000 | | | (13,164) | | | 736,836 | | | 5% Senior Notes due 2032 (the "5% Notes due 2032") | 750,000 | | | (12,185) | | | 737,815 | |
55/8% Senior Notes due 2032 (the "55/8% Notes")(1)(2) | 55/8% Senior Notes due 2032 (the "55/8% Notes")(1)(2) | 600,000 | | | (5,856) | | | 594,144 | | | 55/8% Senior Notes due 2032 (the "55/8% Notes")(1)(2) | 600,000 | | | (5,421) | | | 594,579 | |
| Real Estate Mortgages, Financing Lease Liabilities and Other | Real Estate Mortgages, Financing Lease Liabilities and Other | 423,934 | | | (706) | | | 423,228 | | | Real Estate Mortgages, Financing Lease Liabilities and Other | 434,283 | | | (522) | | | 433,761 | |
| Accounts Receivable Securitization Program | Accounts Receivable Securitization Program | 313,200 | | | (607) | | | 312,593 | | | Accounts Receivable Securitization Program | 325,000 | | | (477) | | | 324,523 | |
| Total Long-term Debt | Total Long-term Debt | 10,169,622 | | | (89,706) | | | 10,079,916 | | | Total Long-term Debt | 11,040,966 | | | (77,170) | | | 10,963,796 | |
| Less Current Portion | Less Current Portion | (86,790) | | | — | | | (86,790) | | | Less Current Portion | (101,608) | | | — | | | (101,608) | |
| Long-term Debt, Net of Current Portion | Long-term Debt, Net of Current Portion | $ | 10,082,832 | | | $ | (89,706) | | | $ | 9,993,126 | | | Long-term Debt, Net of Current Portion | $ | 10,939,358 | | | $ | (77,170) | | | $ | 10,862,188 | |
(1)Collectively, the “Credit Agreement”.
(2)Collectively, the "Parent Notes".
See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report and Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our long-term debt.
LETTERS OF CREDIT AGREEMENT
Our credit agreement (the "Credit Agreement") consists of a revolving credit facility (the "Revolving Credit Facility"), a term loan A (the "Term Loan A") and a term loan B (the "Term Loan B"). On March 18, 2022, we entered into an amendment to the Credit Agreement which included the following changes:
(i) extended the maturity date of the Revolving Credit Facility and Term Loan A from June 3, 2023 to March 18, 2027;
(ii) refinanced and increased the borrowing capacity that IMI and certain of its United States and foreign subsidiaries are able to borrow under the Revolving Credit Facility from $1,750.0 million to $2,250.0 million;
(iii) refinanced the existing Term Loan A with a new $250.0 million Term Loan A; and
(iv) increased the net total lease adjusted leverage ratio maximum allowable from 6.5x to 7.0x and removed the net secured lease adjusted leverage ratio requirement.
On March 18, 2022, we borrowed the full amount of the Term Loan A. As of June 30, 2022,March 31, 2023, we had $578.0 million, $246.9 million and $670.3 million of outstanding borrowings under the Revolving Credit Facility, Term Loan A and Term Loan B, respectively. In addition, we also had various outstanding letters of credit totaling $3.8 million. The remaining amount available for$39.8 million, of which $3.9 million reduce our borrowing capacity under the Revolving Credit Facility asFacility. The letters of credit expire at various dates between June 30, 2022 was $1,668.2 million (which represents the maximum availability as of such date). Additionally, the Credit Agreement permits us to incur incremental indebtedness thereunder by adding new term loans or revolving loans or by increasing the principal amount of any existing loans thereunder, subject to a cap contained therein.2023 and July 2025.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 4941 |
Part I. Financial Information
AUSTRALIAN DOLLAR TERM LOAN
On March 18, 2022, Iron Mountain Australia Group Pty, Ltd. ("IM Australia"), a wholly owned subsidiary of IMI, amended its AUD Term Loan to (i) extend the maturity date from September 22, 2022 to September 30, 2026 and (ii) decrease the interest rate from BBSY (an Australian benchmark variable interest rate) plus 3.875% to BBSY plus 3.625%. All other terms of the AUD Term Loan remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM
On June 29, 2022, we amended the Accounts Receivable Securitization Program to (i) increase the maximum borrowing capacity from $300.0 million to $325.0 million, with an option to increase the borrowing capacity to $400.0 million, (ii) change the interest rate under Accounts Receivable Securitization Program from LIBOR plus 1.0% to SOFR plus 0.95%, with a credit spread adjustment of 0.10% and (iii) extend the maturity date from July 1, 2023 to July 1, 2025, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
LETTERS OF CREDIT
As of June 30, 2022, we had outstanding letters of credit totaling $37.3 million, of which $3.8 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between September 2022 and January 2033.
DEBT COVENANTS
The Credit Agreement, our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take other specified corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a fixed charge coverage ratio and a net total lease adjusted leverage ratio and a fixed charge coverage ratio on a quarterly basis and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted), as a condition to taking actions such as paying dividends and incurring indebtedness.
The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR") based calculations and the bond indentures use earnings before interest, taxes, depreciation and amortization ("EBITDA") based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. These adjustments can be significant. For example, the calculation of financial performance under the Credit Agreement and certain of our bond indentures includes (subject to specified exceptions and caps) adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions, (ii) certain executed lease agreements associated with our data center business that have yet to commence, and (iii) restructuring and other strategic initiatives, such as Project Summit.initiatives. The calculation of financial performance under our other bond indentures includes, for example, adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions and (ii) events that are extraordinary, unusual or non-recurring.
Our leverage and fixed charge coverage ratios under the Credit Agreement as of June 30, 2022March 31, 2023 are as follows:
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| | JUNE 30, 2022MARCH 31, 2023 | | | | MAXIMUM/MINIMUM ALLOWABLE |
| Net total lease adjusted leverage ratio | 5.35.1 | | | | | Maximum allowable of 7.0 |
| Fixed charge coverage ratio | 2.52.4 | | | | | Minimum allowable of 1.5 |
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| | | | | |
We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of June 30, 2022.March 31, 2023. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.
Our ability to pay interest on or to refinance our indebtedness depends on our future performance, working capital levels and capital structure, which are subject to general economic, financial, competitive, legislative, regulatory and other factors which may be beyond our control. There can be no assurance that we will generate sufficient cash flow from our operations or that future financings will be available on acceptable terms or in amounts sufficient to enable us to service or refinance our indebtedness or to make necessary capital expenditures.
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IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q | | | 50 |
Part I. Financial Information
DERIVATIVE INSTRUMENTS
INTEREST RATE SWAP AGREEMENTS
In March 2018,November 2022, we entered into a forward-starting interest rate swap agreementsagreement to limit our exposure to changes in interest rates on a portionfuture borrowings under our Virginia Credit Agreement (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report). The forward-starting interest rate swap agreement commences in July 2023 and expires in October 2025. As of our floatingboth March 31, 2023 and December 31, 2022, we have $4.8 million in notional value outstanding on this forward-starting interest rate indebtedness. These swap agreements expired in March 2022. agreement.
In July 2019, we entered into forward-starting interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. These forward-starting interest rate swap agreements commenced in March 2022. As of June 30,both March 31, 2023 and December 31, 2022, we hadhave $350.0 million in notional value ofoutstanding on these interest rate swap agreements, outstanding, which expire in March 2024. Under
We have designated each of the interest rate swap agreements we receive variable rate interest payments associated with the notional amount of eachdescribed above as cash flow hedges. These interest rate swap based upon one-month LIBOR, in exchange foragreements are marked to market at the paymentend of fixed interest rates as specified ineach reporting period, representing the fair values of the interest rate swap agreements.
We have designated these interest rate swap agreements, as cash flow hedges.
CROSS-CURRENCY SWAP AGREEMENTS
We enter into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. The cross-currency swap agreements are designated as a hedge of net investment against certain of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.
In August 2019, we entered into cross-currency swap agreements whereby we notionally exchanged approximately $110.0 million at an interest rate of 6.0% for approximately 99.1 million Euros at a weighted average interest rate of approximately 3.65%. These cross-currency swap agreements expireany changes in August 2023.
In September 2020, we entered into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. Under the terms of the cross-currency swap agreements, we notionally exchanged approximately $359.2 million at an interest rate of 4.5% for 300.0 million Euros at a weighted average interest rate of approximately 3.4%. These cross-currency swap agreements were set to expire in February 2026. In May 2022, these cross-currency swaps were amended ("February 2026 Cross-Currency Swap Agreements"). Under the terms of the February 2026 Cross-Currency Swap Agreements we notionally exchanged approximately $359.2 million at an interest rate of 4.5% for approximately 340.5 million Euros at a weighted average interest rate of approximately 1.2%. These February 2026 Cross-Currency Swap Agreements are set to expire in February 2026.
See Note 5 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information on our derivative instruments.
ACQUISITIONS
On January 25, 2022, we acquired an approximately 80% interest in ITRenew, at an agreed upon purchase price of $725.0 million, subject to certain working capital adjustments at, and subsequent to, the closing (the "ITRenew Transaction"). At closing, we paid approximately $748.8 million and acquired approximately $30.7 million of cash on hand, for a net purchase price of approximately $718.1 million for the ITRenew Transaction. The acquisition agreement provides us the option to purchase, and provides the shareholders of ITRenew the option to sell, the remaining approximately 20% interest in ITRenew as follows: (i) approximately 16% on or after the second anniversary of the ITRenew Transaction and (ii) approximately 4% on or after the third anniversary of the ITRenew Transaction (collectively, the "Remaining Interests"). The total payments for the Remaining Interests, based on the achievement of certain targeted performance metrics, will be no less than $200.0 million and no more than $531.0 million (the "Deferred Purchase Obligation"). The maximum amount of the Deferred Purchase Obligation would require achievement of the targeted performance metrics at approximately two times the level that is assumed in our current fair value estimate of the Deferred Purchase Obligation of $275.1 million. From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. The Deferred Purchase Obligation is reflected as a long-term liability in our Condensed Consolidated Balance Sheet at June 30, 2022, and, accordingly, we have not reflected any non-controlling interests associated with the ITRenew Transaction as the Remaining Interests have non-substantive equity interest rights. Subsequent increases or decreases in the fair value estimate of the Deferred Purchase Obligation will be includedare recognized as a component of Other expense (income), net in our Consolidated Statements of Operations until the Deferred Purchase Obligation is settled or paid.
INVESTMENTS
In February 2022, the joint venture formed by MakeSpace Labs, Inc. and us (the "MakeSpace JV") entered into an agreement with Clutter, Inc. ("Clutter") pursuant to which the equityholders of the MakeSpace JV contributed their ownership interests in the MakeSpace JV and Clutter’s shareholders contributed their ownership interests in Clutter to create a newly formed venture (the "Clutter JV"). In exchange for our 49.99% interest in the MakeSpace JV, we received an approximate 27% interest in the Clutter JV (the "Clutter Transaction"). As a result of the Clutter Transaction, weAccumulated other comprehensive items, net. Unrealized gains are recognized a gain related to our contributed interest in the MakeSpace JV of approximately $35.8 million, which was recorded to Other, net, a component of Other expense (income), net during the first quarter of 2022.as assets, while unrealized losses are recognized as liabilities.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 5142 |
Part I. Financial Information
CROSS-CURRENCY SWAP AGREEMENTS
We utilize cross-currency interest rate swaps to hedge the variability of exchange rate impacts between the United States dollar and the Euro. As of both March 31, 2023 and December 31, 2022, we have approximately $469.2 million in notional value outstanding on cross-currency interest rate swaps with maturity dates ranging from August 2023 through February 2026.
We have designated these cross-currency swap agreements as hedges of net investments in certain of our Euro denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at the end of each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The excluded component of our cross-currency swap agreements is recorded in Accumulated other comprehensive items, net and amortized to interest expense on a straight-line basis.
INVESTMENTS
In April 2021, we closed on an agreement to form a joint venture (the "Web Werks JV") with the shareholders of Web Werks India Private Limited ("Web Werks"), a colocation data center provider in India. Through December 31, 2022, we made two investments totaling approximately 7,500.0 million Indian rupees (or approximately $96.2 million, based upon the exchange rates between the United States dollar and Indian rupee on the closing date of each investment) in exchange for a noncontrolling interest in the form of convertible preference shares in the Web Werks JV. Under the terms of the original Web Werks JV shareholder agreement, we were required to make an additional investment of 3,750.0 million Indian rupees by May 2023. In April 2023, the original Web Werks JV shareholder agreement was amended to extend the period by which the investment is required to be made to May 2024.
JOINT VENTURE SUMMARY
The following joint ventures are accounted for as equity method investments and are presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying values and equity interests in our joint ventures at June 30, 2022March 31, 2023 and December 31, 20212022 are as follows (in thousands):
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| | JUNE 30, 2022 | | DECEMBER 31, 2021 |
| | CARRYING VALUE | | EQUITY INTEREST | | CARRYING VALUE | | EQUITY INTEREST |
| Joint venture with Web Werks India Private Limited | | $ | 51,427 | | | 38.50 | % | | $ | 51,140 | | | 38.50 | % |
| Joint venture with AGC Equity Partners | | 26,798 | | | 20.00 | % | | 26,167 | | | 20.00 | % |
| MakeSpace JV | | — | | | — | % | | 30,154 | | | 49.99 | % |
| Clutter JV | | 60,984 | | | 26.73 | % | | — | | | — | % |
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| March 31, 2023 | | DECEMBER 31, 2022 |
| CARRYING VALUE | | EQUITY INTEREST | | CARRYING VALUE | | EQUITY INTEREST |
| Web Werks JV | $ | 98,637 | | | 53.58 | % | | $ | 98,278 | | | 53.58 | % |
| Joint venture with AGC Equity Partners | 36,579 | | | 20.00 | % | | 37,194 | | | 20.00 | % |
| Joint venture with Clutter, Inc. | 50,712 | | | 26.73 | % | | 54,172 | | | 26.73 | % |
Additionally, we have a loan receivable with the Frankfurt JV of approximately $22.8 million, which is included as a component of Other within Other assets, net within our Condensed Consolidated Balance Sheet at March 31, 2023.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 5243 |
Part I. Financial Information
ITEM 4. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act. As of June 30, 2022March 31, 2023 (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.
ThereDuring the three months ended March 31, 2023, we implemented a new version of our Enterprise Resource Planning system in certain markets as a part of an ongoing system upgrade. We took the necessary steps to monitor and maintain appropriate internal control over financial reporting during this upgrade. We also conducted evaluations prior to and after the implementation of the new system, and confirmed that our internal control over financial reporting remains effective.
Except as described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2022,March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 5344 |
Part II. Other Information
PART II. OTHER INFORMATION
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not sell any unregistered equity securities during the three months ended June 30, 2022,March 31, 2023, nor did we repurchase any shares of our common stock during the three months ended June 30, 2022.March 31, 2023.
ITEM 6. EXHIBITS
(A) EXHIBITS
Certain exhibits indicated below are incorporated by reference to documents we have filed with the SEC.
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| EXHIBIT NO. | | DESCRIPTION |
| | |
| 31.1 | | |
| | |
| 31.2 | | |
| 32.1 | | |
| 32.2 | | |
| 101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | | Inline XBRL Taxonomy Label Linkbase Document. |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 5546 |
Part II. Other Information
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.
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| IRON MOUNTAIN INCORPORATED |
| By: | /s/ DANIEL BORGES |
| | |
| | |
| | Daniel Borges Senior Vice President, Chief Accounting Officer |
Dated: AugustMay 4, 20222023
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IRON MOUNTAIN JUNE 30, 2022MARCH 31, 2023 FORM 10-Q | | | 5647 |
