UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
For the Quarterly Period Ended September 30, 2024
| 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.) | ||||
85 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 November 1, 2024, the registrant had 293,460,371 outstanding shares of common stock, $.01 par value.
IRON MOUNTAIN INCORPORATED
2024 FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023 | |||||||||||
Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2024 and 2023 | |||||||||||
Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2024 and 2023 | |||||||||||
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2024 and 2023 | |||||||||||
Condensed Consolidated Statements of (Deficit) Equity for the Three and Nine Months Ended September 30, 2024 | |||||||||||
Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2023 | |||||||||||
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 | |||||||||||
| 53 | |||||||||||
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 1 | ||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
| SEPTEMBER 30, 2024 | DECEMBER 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 168,515 | $ | 222,789 | |||||||
Accounts receivable (less allowances of $84,190 and $74,762 as of September 30, 2024 and December 31, 2023, respectively) | 1,243,464 | 1,259,826 | |||||||||
| Prepaid expenses and other | 306,867 | 252,930 | |||||||||
| Total Current Assets | 1,718,846 | 1,735,545 | |||||||||
| Property, Plant and Equipment: | |||||||||||
| Property, plant and equipment | 11,549,081 | 10,373,989 | |||||||||
| Less—Accumulated depreciation | (4,354,477) | (4,059,120) | |||||||||
| Property, Plant and Equipment, Net | 7,194,604 | 6,314,869 | |||||||||
| Other Assets, Net: | |||||||||||
| Goodwill | 5,198,460 | 5,017,912 | |||||||||
| Customer and supplier relationships and other intangible assets | 1,276,963 | 1,279,800 | |||||||||
| Operating lease right-of-use assets | 2,591,238 | 2,696,024 | |||||||||
| Other | 489,518 | 429,652 | |||||||||
| Total Other Assets, Net | 9,556,179 | 9,423,388 | |||||||||
| Total Assets | $ | 18,469,629 | $ | 17,473,802 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Current portion of long-term debt | $ | 136,547 | $ | 120,670 | |||||||
| Accounts payable | 586,793 | 539,594 | |||||||||
| Accrued expenses and other current liabilities (includes current portion of operating lease liabilities) | 1,288,176 | 1,250,259 | |||||||||
| Deferred revenue | 294,545 | 325,665 | |||||||||
| Total Current Liabilities | 2,306,061 | 2,236,188 | |||||||||
| Long-term Debt, net of current portion | 13,245,462 | 11,812,500 | |||||||||
| Long-term Operating Lease Liabilities, net of current portion | 2,438,905 | 2,562,394 | |||||||||
| Other Long-term Liabilities | 277,588 | 237,590 | |||||||||
| Deferred Income Taxes | 233,484 | 235,410 | |||||||||
| Commitments and Contingencies | |||||||||||
| Redeemable Noncontrolling Interests | 70,537 | 177,947 | |||||||||
| (Deficit) Equity: | |||||||||||
| Iron Mountain Incorporated Stockholders' (Deficit) Equity: | |||||||||||
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 293,425,265 and 292,142,739 shares as of September 30, 2024 and December 31, 2023, respectively) | 2,934 | 2,921 | |||||||||
| Additional paid-in capital | 4,602,246 | 4,533,691 | |||||||||
| (Distributions in excess of earnings) Earnings in excess of distributions | (4,475,682) | (3,953,808) | |||||||||
| Accumulated other comprehensive items, net | (388,511) | (371,156) | |||||||||
| Total Iron Mountain Incorporated Stockholders' (Deficit) Equity | (259,013) | 211,648 | |||||||||
| Noncontrolling Interests | 156,605 | 125 | |||||||||
| Total (Deficit) Equity | (102,408) | 211,773 | |||||||||
| Total Liabilities and (Deficit) Equity | $ | 18,469,629 | $ | 17,473,802 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 2 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Revenues: | |||||||||||
| Storage rental | $ | 935,701 | $ | 858,656 | |||||||
| Service | 621,657 | 529,519 | |||||||||
| Total Revenues | 1,557,358 | 1,388,175 | |||||||||
| Operating Expenses: | |||||||||||
| Cost of sales (excluding depreciation and amortization) | 678,390 | 592,201 | |||||||||
| Selling, general and administrative | 341,929 | 315,030 | |||||||||
| Depreciation and amortization | 232,240 | 198,757 | |||||||||
| Acquisition and Integration Costs | 11,262 | 9,909 | |||||||||
| Restructuring and other transformation | 37,282 | 38,861 | |||||||||
Loss (gain) on disposal/write-down of property, plant and equipment, net | 5,091 | (4,416) | |||||||||
| Total Operating Expenses | 1,306,194 | 1,150,342 | |||||||||
| Operating Income (Loss) | 251,164 | 237,833 | |||||||||
Interest Expense, Net (includes Interest Income of $949 and $4,059 for the three months ended September 30, 2024 and 2023, respectively) | 186,067 | 152,801 | |||||||||
| Other Expense (Income), Net | 86,362 | (16,271) | |||||||||
| Net (Loss) Income Before Provision (Benefit) for Income Taxes | (21,265) | 101,303 | |||||||||
| Provision (Benefit) for Income Taxes | 12,400 | 9,912 | |||||||||
| Net (Loss) Income | (33,665) | 91,391 | |||||||||
| Less: Net (Loss) Income Attributable to Noncontrolling Interests | (45) | 348 | |||||||||
| Net (Loss) Income Attributable to Iron Mountain Incorporated | $ | (33,620) | $ | 91,043 | |||||||
| Net (Loss) Income Per Share Attributable to Iron Mountain Incorporated: | |||||||||||
| Basic | $ | (0.11) | $ | 0.31 | |||||||
| Diluted | $ | (0.11) | $ | 0.31 | |||||||
| Weighted Average Common Shares Outstanding—Basic | 293,603 | 292,148 | |||||||||
| Weighted Average Common Shares Outstanding—Diluted | 293,603 | 294,269 | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 3 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Revenues: | |||||||||||
| Storage rental | $ | 2,740,289 | $ | 2,499,501 | |||||||
| Service | 1,828,341 | 1,560,959 | |||||||||
| Total Revenues | 4,568,630 | 4,060,460 | |||||||||
| Operating Expenses: | |||||||||||
| Cost of sales (excluding depreciation and amortization) | 2,007,616 | 1,756,471 | |||||||||
| Selling, general and administrative | 1,006,232 | 921,355 | |||||||||
| Depreciation and amortization | 666,296 | 576,218 | |||||||||
| Acquisition and Integration Costs | 28,573 | 13,015 | |||||||||
| Restructuring and other transformation | 124,562 | 121,362 | |||||||||
Loss (gain) on disposal/write-down of property, plant and equipment, net | 8,270 | (18,982) | |||||||||
| Total Operating Expenses | 3,841,549 | 3,369,439 | |||||||||
| Operating Income (Loss) | 727,081 | 691,021 | |||||||||
Interest Expense, Net (includes Interest Income of $4,374 and $9,256 for the nine months ended September 30, 2024 and 2023, respectively) | 527,107 | 434,148 | |||||||||
| Other Expense (Income), Net | 79,665 | 67,879 | |||||||||
| Net Income (Loss) Before Provision (Benefit) for Income Taxes | 120,309 | 188,994 | |||||||||
| Provision (Benefit) for Income Taxes | 42,328 | 30,925 | |||||||||
| Net Income (Loss) | 77,981 | 158,069 | |||||||||
| Less: Net Income (Loss) Attributable to Noncontrolling Interests | 1,757 | 2,317 | |||||||||
| Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 76,224 | $ | 155,752 | |||||||
| Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated: | |||||||||||
| Basic | $ | 0.26 | $ | 0.53 | |||||||
| Diluted | $ | 0.26 | $ | 0.53 | |||||||
| Weighted Average Common Shares Outstanding—Basic | 293,229 | 291,805 | |||||||||
| Weighted Average Common Shares Outstanding—Diluted | 295,912 | 293,615 | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 4 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net (Loss) Income | $ | (33,665) | $ | 91,391 | |||||||
| Other Comprehensive Income (Loss): | |||||||||||
| Foreign Currency Translation Adjustment | 107,282 | (80,168) | |||||||||
| Change in Fair Value of Derivative Instruments | (34,281) | 6,184 | |||||||||
| Reclassifications from Accumulated Other Comprehensive Items, net | — | (2,527) | |||||||||
| Total Other Comprehensive Income (Loss): | 73,001 | (76,511) | |||||||||
| Comprehensive Income (Loss) | 39,336 | 14,880 | |||||||||
| Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 376 | (404) | |||||||||
| Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 38,960 | $ | 15,284 | |||||||
NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Net Income (Loss) | $ | 77,981 | $ | 158,069 | |||||||
| Other Comprehensive Income (Loss): | |||||||||||
| Foreign Currency Translation Adjustment | 8,434 | (21,907) | |||||||||
| Change in Fair Value of Derivative Instruments | (23,381) | 10,638 | |||||||||
| Reclassifications from Accumulated Other Comprehensive Items, net | (2,528) | (5,054) | |||||||||
| Total Other Comprehensive (Loss) Income: | (17,475) | (16,323) | |||||||||
| Comprehensive Income (Loss) | 60,506 | 141,746 | |||||||||
| Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 1,637 | 1,994 | |||||||||
| Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated | $ | 58,869 | $ | 139,752 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 5 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF (DEFICIT) EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 6 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 7 | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net income (loss) | $ | 77,981 | $ | 158,069 | |||||||
| Adjustments to reconcile net income (loss) to cash flows from operating activities: | |||||||||||
| Depreciation | 466,905 | 387,327 | |||||||||
Amortization (includes amortization of deferred financing costs and discounts of $18,909 and $13,580 for the nine months ended September 30, 2024 and 2023, respectively) | 218,300 | 202,471 | |||||||||
| Revenue reduction associated with amortization of customer inducements and above- and below-market leases | 4,117 | 5,206 | |||||||||
| Stock-based compensation expense | 73,491 | 53,195 | |||||||||
| (Benefit) provision for deferred income taxes | (9,012) | (7,727) | |||||||||
| Loss on early extinguishment of debt | 5,417 | — | |||||||||
| Loss (gain) on disposal/write-down of property, plant and equipment, net | 8,270 | (18,982) | |||||||||
| Loss associated with the Clutter Acquisition | — | 38,000 | |||||||||
| Foreign currency transactions and other, net | 100,436 | 55,768 | |||||||||
| (Increase) decrease in assets | (45,677) | (6,889) | |||||||||
| (Decrease) increase in liabilities | (135,100) | (200,064) | |||||||||
| Cash Flows from Operating Activities | 765,128 | 666,374 | |||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Capital expenditures | (1,173,968) | (962,294) | |||||||||
| Cash paid for acquisitions, net of cash acquired | (174,445) | (33,932) | |||||||||
| Acquisition of customer intangibles | (5,820) | (5,799) | |||||||||
| Contract costs | (84,112) | (61,960) | |||||||||
| Investments in joint ventures and other investments, net | (9,834) | (15,830) | |||||||||
| Proceeds from sales of property and equipment and other, net | 6,350 | 44,732 | |||||||||
| Cash Flows from Investing Activities | (1,441,829) | (1,035,083) | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Repayment of revolving credit facility, term loan facilities and other debt | (8,974,574) | (13,654,869) | |||||||||
| Proceeds from revolving credit facility, term loan facilities and other debt | 10,247,884 | 13,630,522 | |||||||||
| Net proceeds from sale of senior note | — | 990,000 | |||||||||
| Debt financing and equity contribution from noncontrolling interests | 178,616 | 9,900 | |||||||||
| Equity distribution to noncontrolling interests | (1,945) | (2,937) | |||||||||
| Repurchase of noncontrolling interest | (35,203) | — | |||||||||
| Parent cash dividends | (579,494) | (547,667) | |||||||||
| Payment of deferred purchase obligation | (158,677) | — | |||||||||
| Net (payments) proceeds associated with employee stock-based awards | (18,781) | (13,802) | |||||||||
| Other, net | (18,625) | (7,275) | |||||||||
| Cash Flows from Financing Activities | 639,201 | 403,872 | |||||||||
| Effect of Exchange Rates on Cash and Cash Equivalents | (16,774) | (6,458) | |||||||||
| (Decrease) Increase in Cash and Cash Equivalents | (54,274) | 28,705 | |||||||||
| Cash and Cash Equivalents, Beginning of Period | 222,789 | 141,797 | |||||||||
| Cash and Cash Equivalents, End of Period | $ | 168,515 | $ | 170,502 | |||||||
| Supplemental Information: | |||||||||||
| Cash Paid for Interest | $ | 644,301 | $ | 470,273 | |||||||
| Cash Paid for Income Taxes, Net | $ | 68,135 | $ | 74,948 | |||||||
| Non-Cash Investing and Financing Activities: | |||||||||||
| Financing Leases and Other | $ | 129,109 | $ | 104,613 | |||||||
| Accrued Capital Expenditures | $ | 241,240 | $ | 176,596 | |||||||
| Deferred Purchase Obligations and Other Deferred Payments | $ | 260,813 | $ | 4,786 | |||||||
| Dividends Payable | $ | 220,996 | $ | 200,879 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 8 | ||||||||||
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, 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 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. 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, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024 (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 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 nine months ended September 30, 2024 is as follows:
Balance as of December 31, 2023 | $ | 74,762 | ||||||
| Credit memos charged to revenue | 73,762 | |||||||
| Allowance for bad debts charged to expense | 37,668 | |||||||
Deductions and other(1) | (102,002) | |||||||
Balance as of September 30, 2024 | $ | 84,190 | ||||||
(1)Primarily consists of the issuance of credit memos, the write-off of accounts receivable and the impact associated with currency translation adjustments.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 9 | ||||||||||
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. 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 September 30, 2024 and December 31, 2023 are as follows:
| DESCRIPTION | SEPTEMBER 30, 2024 | DECEMBER 31, 2023 | ||||||||||||
| Assets: | ||||||||||||||
| Operating lease right-of-use assets | $ | 2,591,238 | $ | 2,696,024 | ||||||||||
| 367,500 | 304,600 | |||||||||||||
| Liabilities: | ||||||||||||||
| Current | ||||||||||||||
| $ | 315,093 | $ | 291,795 | |||||||||||
| 50,455 | 39,089 | |||||||||||||
| Long-term | ||||||||||||||
| Operating lease liabilities | $ | 2,438,905 | $ | 2,562,394 | ||||||||||
| 363,155 | 310,776 | |||||||||||||
(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 nine months ended September 30, 2024 and 2023 are as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| DESCRIPTION | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
Operating lease cost(1) | $ | 168,308 | $ | 172,040 | $ | 512,789 | $ | 489,153 | ||||||||||||||||||
| Financing lease cost: | ||||||||||||||||||||||||||
| Depreciation of financing lease right-of-use assets | $ | 13,907 | $ | 11,004 | $ | 36,929 | $ | 31,214 | ||||||||||||||||||
| Interest expense for financing lease liabilities | 5,593 | 4,843 | 16,031 | 13,600 | ||||||||||||||||||||||
(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $42,785 and $120,473 for the three and nine months ended September 30, 2024, respectively, and $34,866 and $100,864 for the three and nine months ended September 30, 2023, respectively.
Other information: Supplemental cash flow information relating to our leases for the nine months ended September 30, 2024 and 2023 is as follows:
| NINE MONTHS ENDED SEPTEMBER 30, | ||||||||||||||
| CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES: | 2024 | 2023 | ||||||||||||
| Operating cash flows used in operating leases | $ | 355,509 | $ | 334,806 | ||||||||||
| Operating cash flows used in financing leases (interest) | 16,031 | 13,600 | ||||||||||||
| Financing cash flows used in financing leases | 41,079 | 35,124 | ||||||||||||
| NON-CASH ITEMS: | ||||||||||||||
| Operating lease modifications and reassessments | $ | 9,536 | $ | 65,874 | ||||||||||
| New operating leases (including acquisitions and sale-leaseback transactions) | 97,708 | 234,194 | ||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 10 | ||||||||||
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)
D. GOODWILL
Our reporting units as of December 31, 2023 are described in detail in Note 2.l. to Notes to Consolidated Financial Statements included in our Annual Report.
The changes in the carrying value of goodwill attributable to each reportable segment and Corporate and Other (as defined in Note 9) for the nine months ended September 30, 2024 are as follows:
| GLOBAL RIM BUSINESS | GLOBAL DATA CENTER BUSINESS | CORPORATE AND OTHER | TOTAL CONSOLIDATED | ||||||||||||||||||||
Goodwill balance, net of accumulated amortization, as of December 31, 2023 | $ | 3,911,945 | $ | 478,930 | $ | 627,037 | $ | 5,017,912 | |||||||||||||||
| Tax deductible goodwill acquired during the period | — | — | 131,790 | 131,790 | |||||||||||||||||||
| Non-tax deductible goodwill acquired during the period | — | — | 36,499 | 36,499 | |||||||||||||||||||
| Fair value and other adjustments | 984 | (186) | (186) | 612 | |||||||||||||||||||
| Currency effects | 9,686 | 1,062 | 899 | 11,647 | |||||||||||||||||||
Goodwill balance, net of accumulated amortization, as of September 30, 2024 | $ | 3,922,615 | $ | 479,806 | $ | 796,039 | $ | 5,198,460 | |||||||||||||||
Accumulated goodwill impairment balance as of September 30, 2024 | $ | 132,409 | $ | — | $ | 26,011 | $ | 158,420 | |||||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 11 | ||||||||||
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. FAIR VALUE MEASUREMENTS
The assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2024 and December 31, 2023 are as follows:
FAIR VALUE MEASUREMENTS AT SEPTEMBER 30, 2024 USING | ||||||||||||||||||||||||||
| DESCRIPTION | TOTAL CARRYING VALUE AT SEPTEMBER 30, 2024 | QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1) | SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2) | SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)(2) | ||||||||||||||||||||||
| Money Market Funds | $ | 17,581 | $ | — | $ | 17,581 | $ | — | ||||||||||||||||||
| Time Deposits | 30,462 | — | 30,462 | — | ||||||||||||||||||||||
| Trading Securities | 8,013 | 6,283 | 1,730 | — | ||||||||||||||||||||||
| Derivative Liabilities | 29,824 | — | 29,824 | — | ||||||||||||||||||||||
Deferred Purchase Obligations(1) | 117,050 | — | — | 117,050 | ||||||||||||||||||||||
| FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2023 USING | ||||||||||||||||||||||||||
| DESCRIPTION | TOTAL CARRYING VALUE AT DECEMBER 31, 2023 | QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1) | SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2) | SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)(2) | ||||||||||||||||||||||
| Money Market Funds | $ | 66,008 | $ | — | $ | 66,008 | $ | — | ||||||||||||||||||
| Time Deposits | 15,913 | — | 15,913 | — | ||||||||||||||||||||||
| Trading Securities | 9,952 | 6,149 | 3,803 | — | ||||||||||||||||||||||
| Derivative Assets | 6,359 | — | 6,359 | — | ||||||||||||||||||||||
| Derivative Liabilities | 5,769 | — | 5,769 | — | ||||||||||||||||||||||
Deferred Purchase Obligations(1) | 208,265 | — | — | 208,265 | ||||||||||||||||||||||
(1)Primarily relates to the fair values of the deferred purchase obligations associated with the ITRenew Transaction (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report) and the Regency Transaction (as defined in Note 3).
(2)The following is a rollforward of the Level 3 liabilities presented above for December 31, 2023 through September 30, 2024:
Balance as of December 31, 2023 | $ | 208,265 | ||||||
| Additions | 63,700 | |||||||
| Payments | (158,677) | |||||||
| Other changes, including accretion | 3,762 | |||||||
Balance as of September 30, 2024 | $ | 117,050 | ||||||
The level 3 valuations of the deferred purchase obligations were determined utilizing Monte-Carlo models and take into account our forecasted projections as they relate to the underlying performance of the respective businesses. The Monte-Carlo simulation model applied in assessing the fair value of the deferred purchase obligation associated with the ITRenew Transaction incorporates assumptions as to expected gross profits over the achievement period, including adjustments for the volatility of timing and amount of the associated revenue and costs, as well as discount rates that account for the risk of the arrangement and overall market risks. The Monte-Carlo simulation model applied in assessing the fair value of the deferred purchase obligation associated with the Regency Transaction incorporates assumptions as to expected revenue over the achievement period, including adjustments for volatility and timing, as well as discount rates that account for the risk of the arrangement and overall market risks. Any material change to these assumptions may result in a significantly higher or lower fair value of the related deferred purchase obligation.
There were no material items that were measured at fair value on a non-recurring basis at September 30, 2024 and December 31, 2023 other than (i) those disclosed in Note 2.p. to Notes to Consolidated Financial Statements included in our Annual Report and (ii) assets acquired and liabilities assumed through our acquisitions that occurred during the nine months ended September 30, 2024 (see Note 3), both of which are based on Level 3 inputs.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 12 | ||||||||||
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. ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET
The changes in Accumulated other comprehensive items, net for the three and nine months ended September 30, 2024 and 2023 are as follows:
| THREE MONTHS ENDED SEPTEMBER 30, 2024 | THREE MONTHS ENDED SEPTEMBER 30, 2023 | ||||||||||||||||||||||||||||||||||
| FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS | DERIVATIVE FINANCIAL INSTRUMENTS | TOTAL | FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS | DERIVATIVE FINANCIAL INSTRUMENTS | TOTAL | ||||||||||||||||||||||||||||||
| Beginning of Period | $ | (471,935) | $ | 10,844 | $ | (461,091) | $ | (396,677) | $ | 14,433 | $ | (382,244) | |||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
| Foreign currency translation and other adjustments | 106,861 | — | 106,861 | (79,416) | — | (79,416) | |||||||||||||||||||||||||||||
| Change in fair value of derivative instruments | — | (34,281) | (34,281) | — | 6,184 | 6,184 | |||||||||||||||||||||||||||||
| Reclassifications from accumulated other comprehensive items, net | — | — | — | — | (2,527) | (2,527) | |||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | 106,861 | (34,281) | 72,580 | (79,416) | 3,657 | (75,759) | |||||||||||||||||||||||||||||
| End of Period | $ | (365,074) | $ | (23,437) | $ | (388,511) | $ | (476,093) | $ | 18,090 | $ | (458,003) | |||||||||||||||||||||||
NINE MONTHS ENDED SEPTEMBER 30, 2024 | NINE MONTHS ENDED SEPTEMBER 30, 2023 | ||||||||||||||||||||||||||||||||||
| FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS | DERIVATIVE FINANCIAL INSTRUMENTS | TOTAL | FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS | DERIVATIVE FINANCIAL INSTRUMENTS | TOTAL | ||||||||||||||||||||||||||||||
| Beginning of Period | $ | (373,628) | $ | 2,472 | $ | (371,156) | $ | (454,509) | $ | 12,506 | $ | (442,003) | |||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||
| Foreign currency translation and other adjustments | 8,554 | — | 8,554 | (21,584) | — | (21,584) | |||||||||||||||||||||||||||||
| Change in fair value of derivative instruments | — | (23,381) | (23,381) | — | 10,638 | 10,638 | |||||||||||||||||||||||||||||
| Reclassifications from accumulated other comprehensive items, net | — | (2,528) | (2,528) | — | (5,054) | (5,054) | |||||||||||||||||||||||||||||
| Total other comprehensive income (loss) | 8,554 | (25,909) | (17,355) | (21,584) | 5,584 | (16,000) | |||||||||||||||||||||||||||||
| End of Period | $ | (365,074) | $ | (23,437) | $ | (388,511) | $ | (476,093) | $ | 18,090 | $ | (458,003) | |||||||||||||||||||||||
G. REVENUES
The costs associated with the initial movement of customer records into physical storage and certain commissions are considered costs to fulfill or obtain customer contracts (collectively, "Contract Costs"). Contract Costs as of September 30, 2024 and December 31, 2023 are as follows:
| SEPTEMBER 30, 2024 | DECEMBER 31, 2023 | |||||||||||||||||||||||||||||||||||||
| GROSS CARRYING AMOUNT | ACCUMULATED AMORTIZATION | NET CARRYING AMOUNT | GROSS CARRYING AMOUNT | ACCUMULATED AMORTIZATION | NET CARRYING AMOUNT | |||||||||||||||||||||||||||||||||
| Intake Costs asset | $ | 84,021 | $ | (40,865) | $ | 43,156 | $ | 76,150 | $ | (39,617) | $ | 36,533 | ||||||||||||||||||||||||||
| Commissions asset | 190,432 | (72,480) | 117,952 | 156,639 | (64,279) | 92,360 | ||||||||||||||||||||||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 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)
Deferred revenue liabilities are reflected in our Condensed Consolidated Balance Sheets as follows:
| DESCRIPTION | LOCATION IN BALANCE SHEET | SEPTEMBER 30, 2024 | DECEMBER 31, 2023 | |||||||||||||||||
| Deferred revenue - Current | Deferred revenue | $ | 294,545 | $ | 325,665 | |||||||||||||||
| Deferred revenue - Long-term | Other Long-term Liabilities | 85,795 | 100,770 | |||||||||||||||||
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 842, Leases. Storage rental revenue associated with our Global Data Center Business for the three and nine months ended September 30, 2024 and 2023 is as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Storage rental revenue | $ | 150,796 | $ | 123,655 | $ | 438,221 | $ | 342,080 | ||||||||||||||||||
H. STOCK-BASED COMPENSATION
Our stock-based compensation expense includes the cost of stock options, restricted stock units ("RSUs") and performance units ("PUs") (together, the "Employee Stock-Based Awards").
STOCK-BASED COMPENSATION EXPENSE
Stock-based compensation expense for the Employee Stock-Based Awards for the three and nine months ended September 30, 2024 and 2023 is as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Stock-based compensation expense | $ | 29,563 | $ | 18,313 | $ | 73,491 | $ | 53,195 | ||||||||||||||||||
During the nine months ended September 30, 2024, we granted approximately 83,100 stock options, 670,900 RSUs and 453,000 PUs under the 2014 Plan (as defined in Note 2.t to Notes to Consolidated Financial Statements included in our Annual Report).
As of September 30, 2024, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards, inclusive of our estimated achievement of the performance metrics, is $78,844.
IRON MOUNTAIN SEPTEMBER 30, 2024 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)
I. 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 and system integration costs (collectively, "Acquisition and Integration Costs").
Acquisition and Integration Costs for the three and nine months ended September 30, 2024 and 2023 are as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Acquisition and Integration Costs | $ | 11,262 | $ | 9,909 | $ | 28,573 | $ | 13,015 | ||||||||||||||||||
J. LOSS (GAIN) ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET
Loss (gain) on disposal/write-down of property, plant and equipment, net for the three and nine months ended September 30, 2024 and 2023 is as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023(1) | |||||||||||||||||||||||
Loss (gain) on disposal/write-down of property, plant and equipment, net | $ | 5,091 | $ | (4,416) | $ | 8,270 | $ | (18,982) | ||||||||||||||||||
(1) The gains for the nine months ended September 30, 2023 primarily consist of a gain of approximately $18,500 associated with a sale-leaseback transaction of a facility in Singapore during the first quarter 2023. The gains recognized during 2023 are the result of our program to monetize a small portion of our industrial assets through sale and sale-leaseback transactions. The terms for these leases are consistent with the terms of our lease portfolio, which are disclosed in detail in Note 2.j. to Notes to Consolidated Financial Statements included in our Annual Report.
K. OTHER EXPENSE (INCOME), NET
Other expense (income), net for the three and nine months ended September 30, 2024 and 2023 consists of the following:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| DESCRIPTION | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
Foreign currency transaction losses (gains), net(1)(2) | $ | 46,657 | $ | (29,310) | $ | 31,291 | $ | 177 | ||||||||||||||||||
| Debt extinguishment expense | 5,417 | — | 5,417 | — | ||||||||||||||||||||||
Other, net(3)(4) | 34,288 | 13,039 | 42,957 | 67,702 | ||||||||||||||||||||||
Other Expense (Income), Net | $ | 86,362 | $ | (16,271) | $ | 79,665 | $ | 67,879 | ||||||||||||||||||
(1)The losses for the three and nine months ended September 30, 2024 primarily consist of the impact of changes in the exchange rate of the British pound sterling and the Euro against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(2)The gains for the three months ended September 30, 2023 primarily consist of the impact of changes in the exchange rate of the British pound sterling against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(3)Other, net for the three and nine months ended September 30, 2024 primarily consists of approximately $29,200 in charges associated with the agreement to purchase the remaining interest in the Web Werks JV (as defined and discussed in Note 3) as well as losses on our equity method investments and the change in value of our deferred purchase obligations.
(4)Other, net for the nine months ended September 30, 2023 primarily consists of a loss of approximately $38,000 associated with the remeasurement to fair value of our previously held equity interest in the Clutter JV (as defined and discussed in Note 10) as well as losses on our equity method investments and the change in value of our deferred purchase obligations.
IRON MOUNTAIN SEPTEMBER 30, 2024 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)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 nine months ended September 30, 2024 and 2023 are as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
2024(1) | 2023(2) | 2024(1) | 2023(2) | |||||||||||||||||||||||
| Effective Tax Rate | 58.3 | % | 9.8 | % | 35.2 | % | 16.4 | % | ||||||||||||||||||
(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and nine months ended September 30, 2024 were the lack of tax benefits recognized for the year to date ordinary losses of certain entities, the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, we recorded gains and losses in Other expense (income), net during the period, for which there was no tax impact.
(2)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and nine months ended September 30, 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, we recorded gains and losses in Other expense (income), net during the period, for which there was no tax impact.
M. INCOME (LOSS) PER SHARE—BASIC AND DILUTED
The calculations of basic and diluted income (loss) per share for the three and nine months ended September 30, 2024 and 2023 are as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net (Loss) Income | $ | (33,665) | $ | 91,391 | $ | 77,981 | $ | 158,069 | |||||||||||||||
| Less: Net (Loss) Income Attributable to Noncontrolling Interests | (45) | 348 | 1,757 | 2,317 | |||||||||||||||||||
| Net (Loss) Income Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation) | $ | (33,620) | $ | 91,043 | $ | 76,224 | $ | 155,752 | |||||||||||||||
| Weighted-average shares—basic | 293,603,000 | 292,148,000 | 293,229,000 | 291,805,000 | |||||||||||||||||||
| Effect of dilutive potential stock options | — | 1,592,000 | 2,143,000 | 1,376,000 | |||||||||||||||||||
| Effect of dilutive potential RSUs and PUs | — | 529,000 | 540,000 | 434,000 | |||||||||||||||||||
| Weighted-average shares—diluted | 293,603,000 | 294,269,000 | 295,912,000 | 293,615,000 | |||||||||||||||||||
| Net (Loss) Income Per Share Attributable to Iron Mountain Incorporated: | |||||||||||||||||||||||
| Basic | $ | (0.11) | $ | 0.31 | $ | 0.26 | $ | 0.53 | |||||||||||||||
| Diluted | $ | (0.11) | $ | 0.31 | $ | 0.26 | $ | 0.53 | |||||||||||||||
| Antidilutive stock options, RSUs and PUs excluded from the calculation | 3,083,222 | 16,820 | 293,457 | 106,561 | |||||||||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 16 | ||||||||||
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
WISETEK
On September 20, 2024, in order to further expand our asset lifecycle management ("ALM") business, we acquired 100% of Wisetek Solutions Limited ("Wisetek"), an information technology ("IT") asset disposition services provider offering services across the globe with operations facilities in the United States, Ireland, the United Kingdom and Thailand, for (i) cash consideration of approximately 46,600 Euros (or approximately $51,900, based upon the exchange rate between the Euro and the United States dollar on the closing date of this acquisition), subject to adjustments, and (ii) up to 4,200 Euros (or approximately $4,700, based upon the exchange rate between the Euro and the United States dollar as of September 30, 2024) of additional consideration, payable based on the achievement of certain gross profit targets through September 2026.
REGENCY TECHNOLOGIES
On January 3, 2024, in order to expand our ALM business, we acquired 100% of RSR Partners, LLC (doing business as Regency Technologies), an IT asset disposition services provider with operations throughout the United States, for an initial purchase price of approximately $200,000, subject to certain working capital adjustments at, and subsequent to, the closing, with $125,000 paid at closing, funded by borrowings under the Revolving Credit Facility (as defined in Note 6), and the remaining $75,000 (the “January 2025 Payment”) to be paid in January 2025 (the "Regency Transaction"). The present value of the January 2025 Payment is included as a component of Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024. The agreement for the Regency Transaction also includes a performance-based contingent consideration with a potential earnout range from zero to $200,000 based upon achievement of certain three-year cumulative revenue targets, which would be payable in 2027, if earned (the “Regency Deferred Purchase Obligation”). The preliminary fair value estimate of the Regency Deferred Purchase Obligation as of the acquisition date was approximately $78,400. See Note 2.e. for details on the methodology used to establish the fair value. The fair value of the Regency Deferred Purchase Obligation is included as a component of Other long-term liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024. Subsequent increases or decreases in the fair value estimate of the Regency Deferred Purchase Obligation, as well as the accretion of the discount to present value, is included as a component of Other expense (income), net in our Condensed Consolidated Statements of Operations until the deferred purchase obligation is settled or paid. Subsequent to the acquisition, the results of Regency Technologies are included as a component of Corporate and Other.
PRELIMINARY PURCHASE PRICE ALLOCATION
A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for our acquisitions closed during the nine months ended September 30, 2024 is as follows:
| NINE MONTHS ENDED SEPTEMBER 30, 2024 | |||||
| Cash Paid (gross of cash acquired) | $ | 184,777 | |||
Deferred Purchase Obligations, Purchase Price Holdbacks and Other(1) | 133,813 | ||||
| Total Consideration | 318,590 | ||||
Fair Value of Identifiable Assets Acquired(2) | 212,826 | ||||
| Fair Value of Identifiable Liabilities Acquired | (62,525) | ||||
Goodwill Initially Recorded(3) | $ | 168,289 | |||
(1)Consists of the acquisition-date fair values of the Regency Deferred Purchase Obligation and the January 2025 Payment.
(2)Assets acquired include supplier relationship intangible assets, with a total fair value of approximately $131,000 and a weighted average life of approximately 18 years.
(3)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.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 17 | ||||||||||
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)
The preliminary purchase price allocations that are not finalized as of September 30, 2024 relate to the final assessment of the fair values of the assets acquired and the fair value of the deferred purchase obligation, which may differ materially from these preliminary estimates associated with the acquisitions closed during the nine months ended September 30, 2024. Any adjustments to our estimates of purchase price allocations will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Purchase price allocation adjustments recorded during the nine months ended September 30, 2024 were not material to our balance sheet or results from operations.
PRIOR YEAR ACQUISITION UPDATE
On July 1, 2024, we entered into an agreement with the minority shareholders of Web Werks India Private Limited to acquire the remaining approximately 36.61% interest in the Web Werks JV (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report) in two separate transactions. As a result of the agreement, during the three months ended September 30, 2024, we recognized a charge of approximately $29,200, which is included as a component of Other expense (income), net in our Condensed Consolidated Statements of Operations. On July 5, 2024, we completed the acquisition of an approximately 8.55% interest in the Web Werks JV (“Tranche I”) for approximately 3,000,000 Indian rupees (or approximately $35,000, based upon the exchange rate between the United States dollar and the Indian rupee on the closing date of Tranche I). Subsequent to the Tranche I payment, our ownership interest in the Web Werks JV is approximately 71.94%. In March 2025, we will be required to make an additional payment of approximately 9,600,000 Indian rupees (or approximately $114,600, based upon the exchange rate between the United States dollar and the Indian rupee as of September 30, 2024) to acquire the remaining approximately 28.06% interest in the Web Werks JV ("Tranche II"). As part of the Tranche II payment in March 2025, we may also make an incremental payment of approximately 1,000,000 Indian rupees (or approximately $11,900, based upon the exchange rate between the United States dollar and the Indian rupee as of September 30, 2024) (the "Incremental Payment") if certain infrastructure goals are achieved before December 31, 2024. The liability associated with Tranche II and our current estimate of the Incremental Payment is included within Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024.
4. INVESTMENTS
JOINT VENTURE SUMMARY
Our joint venture with AGC Equity Partners (the "Frankfurt JV") is accounted for as an equity method investment and is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying value and equity interest in the Frankfurt JV at September 30, 2024 and December 31, 2023 is as follows:
SEPTEMBER 30, 2024 | DECEMBER 31, 2023 | |||||||||||||||||||||||||
| CARRYING VALUE | EQUITY INTEREST | CARRYING VALUE | EQUITY INTEREST | |||||||||||||||||||||||
Frankfurt JV | $ | 65,219 | 20 | % | $ | 57,874 | 20 | % | ||||||||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 18 | ||||||||||
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
We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon the one-month Secured Overnight Financing Rate ("SOFR"), in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate 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.
As of September 30, 2024 and December 31, 2023, we have approximately $1,354,000 and $520,000, respectively, in notional value outstanding on our interest rate swap agreements. As of September 30, 2024, our interest rate swap agreements have maturity dates ranging from October 2025 through May 2027.
CROSS-CURRENCY SWAP AGREEMENTS DESIGNATED AS A HEDGE OF NET INVESTMENT
We utilize cross-currency swaps to hedge the variability of exchange rate impacts between the United States dollar and the Euro. As of both September 30, 2024 and December 31, 2023, we have approximately $509,200 in notional value outstanding on cross-currency interest rate swaps. As of September 30, 2024, our cross-currency interest rate swaps have maturity dates ranging from August 2025 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 values of derivative instruments recognized in our Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023, by derivative instrument, are as follows:
| SEPTEMBER 30, 2024 | DECEMBER 31, 2023 | |||||||||||||||||||||||||
DERIVATIVE INSTRUMENTS(1) | Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||||
| Interest rate swap agreements | $ | — | $ | (25,053) | $ | 1,601 | $ | (3,273) | ||||||||||||||||||
Net Investment Hedges(3) | ||||||||||||||||||||||||||
| Cross-currency swap agreements | — | (4,771) | 4,758 | (2,496) | ||||||||||||||||||||||
(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 September 30, 2024, $1,848 is included within Accrued expenses and other current liabilities and $27,976 is included within Other long-term liabilities. As of December 31, 2023, $6,359 is included within Other assets, $2,496 is included within Accrued expenses and other current liabilities and $3,273 is included within Other long-term liabilities.
(2)As of September 30, 2024, cumulative net losses recorded within Accumulated other comprehensive items, net associated with our interest rate swap agreements are $23,437.
(3)As of September 30, 2024, cumulative net gains recorded within Accumulated other comprehensive items, net associated with our cross-currency swap agreements are $37,955, which include $42,726 related to the excluded component of our cross-currency swap agreements.
IRON MOUNTAIN SEPTEMBER 30, 2024 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)
5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)
Unrealized (losses) gains recognized in Accumulated other comprehensive items, net during the three and nine months ended September 30, 2024 and 2023, by derivative instrument, are as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| DERIVATIVE INSTRUMENTS | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||
| Cash Flow Hedges | ||||||||||||||||||||||||||
| Interest rate swap agreements | $ | (34,281) | $ | 6,184 | $ | (23,381) | $ | 10,638 | ||||||||||||||||||
| Net Investment Hedges | ||||||||||||||||||||||||||
| Cross-currency swap agreements | (18,480) | 5,822 | (7,033) | (15,685) | ||||||||||||||||||||||
| Cross-currency swap agreements (excluded component) | 4,176 | 5,270 | 12,529 | 16,921 | ||||||||||||||||||||||
(Losses) gains recognized in Net income (loss) during the three and nine months ended September 30, 2024 and 2023, by derivative instrument, are as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | ||||||||||||||||||||||||||||
| DERIVATIVE INSTRUMENTS | Location of (loss) gain | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||
| Cash Flow Hedges | |||||||||||||||||||||||||||||
| Interest rate swap agreements | Interest expense | $ | — | $ | 2,527 | $ | 2,528 | $ | 5,054 | ||||||||||||||||||||
| Net Investment Hedges | |||||||||||||||||||||||||||||
| Cross-currency swap agreements (excluded component) | Interest expense | (4,176) | (5,270) | (12,529) | (16,921) | ||||||||||||||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 20 | ||||||||||
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:
| SEPTEMBER 30, 2024 | DECEMBER 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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(1) | $ | 1,005,000 | $ | (3,763) | $ | 1,001,237 | $ | 1,005,000 | $ | — | $ | (4,621) | $ | (4,621) | $ | — | |||||||||||||||||||||||||||||||||||||
Term Loan A(1) | 218,750 | — | 218,750 | 218,750 | 228,125 | — | 228,125 | 228,125 | |||||||||||||||||||||||||||||||||||||||||||||
Term Loan B due 2026(1) | — | — | — | — | 659,298 | (2,498) | 656,800 | 659,750 | |||||||||||||||||||||||||||||||||||||||||||||
Term Loan B due 2031(1) | 1,849,096 | (15,462) | 1,833,634 | 1,860,045 | 1,191,000 | (13,026) | 1,177,974 | 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||
Virginia 3 Term Loans(2) | 246,188 | (3,336) | 242,852 | 246,188 | 101,218 | (4,641) | 96,577 | 101,218 | |||||||||||||||||||||||||||||||||||||||||||||
Virginia 4/5 Term Loans(2) | 70,280 | (3,483) | 66,797 | 70,280 | 16,338 | (5,892) | 10,446 | 16,338 | |||||||||||||||||||||||||||||||||||||||||||||
Virginia 6 Term Loans(3) | 95,062 | (5,106) | 89,956 | 95,062 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Australian Dollar Term Loan(2) | 197,427 | (336) | 197,091 | 198,501 | 197,743 | (482) | 197,261 | 199,195 | |||||||||||||||||||||||||||||||||||||||||||||
UK Bilateral Revolving Credit Facility(2) | 187,431 | (1,168) | 186,263 | 187,431 | 178,239 | — | 178,239 | 178,239 | |||||||||||||||||||||||||||||||||||||||||||||
GBP Notes(2) | 535,518 | (1,095) | 534,423 | 527,239 | 509,254 | (1,763) | 507,491 | 489,108 | |||||||||||||||||||||||||||||||||||||||||||||
47/8% Notes due 2027(2) | 1,000,000 | (4,266) | 995,734 | 987,500 | 1,000,000 | (5,332) | 994,668 | 967,500 | |||||||||||||||||||||||||||||||||||||||||||||
51/4% Notes due 2028(2) | 825,000 | (4,133) | 820,867 | 818,813 | 825,000 | (5,019) | 819,981 | 800,250 | |||||||||||||||||||||||||||||||||||||||||||||
5% Notes due 2028(2) | 500,000 | (2,773) | 497,227 | 491,250 | 500,000 | (3,316) | 496,684 | 478,750 | |||||||||||||||||||||||||||||||||||||||||||||
7% Notes due 2029(2) | 1,000,000 | (9,218) | 990,782 | 1,037,500 | 1,000,000 | (10,813) | 989,187 | 1,027,500 | |||||||||||||||||||||||||||||||||||||||||||||
47/8% Notes due 2029(2) | 1,000,000 | (7,233) | 992,767 | 975,000 | 1,000,000 | (8,318) | 991,682 | 945,000 | |||||||||||||||||||||||||||||||||||||||||||||
51/4% Notes due 2030(2) | 1,300,000 | (8,775) | 1,291,225 | 1,280,500 | 1,300,000 | (9,903) | 1,290,097 | 1,241,500 | |||||||||||||||||||||||||||||||||||||||||||||
41/2% Notes(2) | 1,100,000 | (7,985) | 1,092,015 | 1,039,500 | 1,100,000 | (8,917) | 1,091,083 | 995,500 | |||||||||||||||||||||||||||||||||||||||||||||
5% Notes due 2032(2) | 750,000 | (10,227) | 739,773 | 721,875 | 750,000 | (11,206) | 738,794 | 684,375 | |||||||||||||||||||||||||||||||||||||||||||||
55/8% Notes(2) | 600,000 | (4,549) | 595,451 | 595,500 | 600,000 | (4,985) | 595,015 | 567,000 | |||||||||||||||||||||||||||||||||||||||||||||
| Real Estate Mortgages, Financing Lease Liabilities and Other | 611,321 | (1,922) | 609,399 | 611,321 | 519,907 | (403) | 519,504 | 519,907 | |||||||||||||||||||||||||||||||||||||||||||||
| Accounts Receivable Securitization Program | 386,500 | (734) | 385,766 | 386,500 | 358,500 | (317) | 358,183 | 358,183 | |||||||||||||||||||||||||||||||||||||||||||||
| Total Long-term Debt | 13,477,573 | (95,564) | 13,382,009 | 12,034,622 | (101,452) | 11,933,170 | |||||||||||||||||||||||||||||||||||||||||||||||
| Less Current Portion | (136,547) | — | (136,547) | (120,670) | — | (120,670) | |||||||||||||||||||||||||||||||||||||||||||||||
| Long-term Debt, Net of Current Portion | $ | 13,341,026 | $ | (95,564) | $ | 13,245,462 | $ | 11,913,952 | $ | (101,452) | $ | 11,812,500 | |||||||||||||||||||||||||||||||||||||||||
(1)Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A facility (the “Term Loan A”) and a term loan B facility (the "Term Loan B due 2031"). The Credit Agreement also included a second term loan B facility (the "Term Loan B due 2026") until its extinguishment in August 2024. The remaining amount available for borrowing under the Revolving Credit Facility as of September 30, 2024 was $1,237,020 (which represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 7.0% as of September 30, 2024. Due to the discontinuance of the Canadian Dollar Offered Rate reference rate on June 28, 2024, the Credit Agreement was amended on June 7, 2024 to update the interest rate benchmark available for Canadian currency borrowings under our Revolving Credit Facility to the Canadian Overnight Repo Rate Average, effective July 1, 2024. All other material terms of the Revolving Credit Facility remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
(2)Each as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
(3)The fair value (Level 2 of the fair value hierarchy described at Note 2.e.) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate.
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, which are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of September 30, 2024).
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 21 | ||||||||||
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
On July 2, 2024, we amended the Credit Agreement, which resulted in (i) an increase in the principal amount of the Term Loan B due 2031 from approximately $1,194,000 to approximately $1,806,700, (ii) a decrease in the interest rate of the Term Loan B due 2031 from SOFR plus 2.25% to SOFR plus 2.00% and (iii) a decrease in the principal amount of our Term Loan B due 2026 from approximately $656,300 to approximately $53,400. We paid original issue discount fees of approximately $4,300 in connection with this amendment. On August 19, 2024, we repaid the remaining approximately $53,400 principal balance of the Term Loan B due 2026 and amended the Credit Agreement to increase the principal amount of the Term Loan B due 2031 from approximately $1,806,700 to approximately $1,860,000. As a result of these amendments, we recorded a charge to Other expense (income), net related to the extinguishment of debt.
Quarterly principal payments of approximately $4,700 on the Term Loan B due 2031 commenced in September 2024. All other material terms remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
VIRGINIA CREDIT AGREEMENTS
As our Global Data Center business continues to expand, we have entered into credit agreements in order to partially finance the construction of various data centers. During the second quarter of 2024, we entered into two new agreements. These agreements primarily consist of the following term loan facilities:
| AGREEMENT | MAXIMUM BORROWING AMOUNT | OUTSTANDING BORROWINGS AS OF SEPTEMBER 30, 2024 | DIRECT OBLIGOR | CONTRACTUAL INTEREST RATE | UNUSED COMMITMENT FEE | MATURITY DATE(1) | ||||||||||||||||||||||||||||||||
Virginia 6 Term Loans(2) | $ | 210,000 | $ | 95,062 | Iron Mountain Data Centers Virginia 6, LLC | SOFR plus 2.75% | 0.75% | May 3, 2027 | ||||||||||||||||||||||||||||||
Virginia 7 Term Loans(3) | 300,000 | — | Iron Mountain Data Centers Virginia 7, LLC | SOFR plus 2.50% | 0.75% | April 12, 2027 | ||||||||||||||||||||||||||||||||
(1)All obligations will become due on the specified maturity dates. Each agreement includes two one-year options that allow us to extend the initial maturity date, subject to the conditions specified in the agreements.
(2)On May 3, 2024, Iron Mountain Data Centers Virginia 6, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 6 Credit Agreement"). The Virginia 6 Credit Agreement consists of a term loan facility (the "Virginia 6 Term Loans") and a letter of credit facility. The Virginia 6 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 6, LLC. As of September 30, 2024, the interest rate in effect under the Virginia 6 Credit Agreement was 4.9%.
(3)On April 12, 2024, Iron Mountain Data Centers Virginia 7, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 7 Credit Agreement"). The Virginia 7 Credit Agreement consists of a term loan facility and a letter of credit facility. The Virginia 7 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 7, LLC.
UK BILATERAL REVOLVING CREDIT FACILITY | MAXIMUM AMOUNT £140,000 OPTIONAL ADDITIONAL COMMITMENTS £125,000 INTEREST RATE 7.0% As of September 30, 2024 | |||||||||||||
Iron Mountain (UK) PLC and Iron Mountain (UK) Data Centre Limited (collectively, the "UK Borrowers") have a British pounds sterling Revolving Credit Facility (the "UK Bilateral Revolving Credit Facility") with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Revolving Credit Facility is 140,000 British pounds sterling, which was fully drawn as of September 30, 2024. We have the option to request additional commitments of up to 125,000 British pounds sterling, subject to conditions specified in the UK Bilateral Revolving Credit Facility. On September 10, 2024, the UK Borrowers amended the UK Bilateral Revolving Credit Facility to extend the maturity date from September 24, 2025 to September 24, 2026. All other material terms of the UK Bilateral Revolving Credit Facility remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report. | ||||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 22 | ||||||||||
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 14, 2024, we amended the Accounts Receivable Securitization Program (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report) to (i) increase the maximum borrowing capacity from $360,000 to $400,000, with an option to increase the borrowing capacity to $450,000, and (ii) extend the maturity date from July 1, 2025 to July 1, 2027, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report. | MAXIMUM AMOUNT $400,000 OUTSTANDING BORROWING $386,500 INTEREST RATE 5.9% As of September 30, 2024 | |||||||||||||
As of September 30, 2024, we have outstanding letters of credit totaling $79,530, of which $7,980 reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between October 2024 and 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 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. 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 September 30, 2024. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.
7. COMMITMENTS 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 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 $14,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangement.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 23 | ||||||||||
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
DIVIDENDS
In fiscal year 2023 and the nine months ended September 30, 2024, our board of directors declared the following dividends:
| DECLARATION DATE | DIVIDEND PER SHARE | RECORD DATE | TOTAL AMOUNT | PAYMENT DATE | |||||||||||||||||||
| February 23, 2023 | $ | 0.6185 | March 15, 2023 | $ | 180,339 | April 5, 2023 | |||||||||||||||||
| May 4, 2023 | 0.6185 | June 15, 2023 | 180,493 | July 6, 2023 | |||||||||||||||||||
| August 3, 2023 | 0.6500 | September 15, 2023 | 189,730 | October 5, 2023 | |||||||||||||||||||
| November 2, 2023 | 0.6500 | December 15, 2023 | 189,886 | January 4, 2024 | |||||||||||||||||||
| February 22, 2024 | 0.6500 | March 15, 2024 | 190,506 | April 4, 2024 | |||||||||||||||||||
| May 2, 2024 | 0.6500 | June 17, 2024 | 190,643 | July 5, 2024 | |||||||||||||||||||
| August 1, 2024 | 0.7150 | September 16, 2024 | 209,776 | October 3, 2024 | |||||||||||||||||||
On November 6, 2024, we declared a dividend to our stockholders of record as of December 16, 2024 of $0.715 per share, payable on January 7, 2025.
NONCONTROLLING INTERESTS
Our data center operations include two joint ventures which are consolidated within our Global Data Center Business segment as we have concluded we have control over the joint ventures.
During the quarter ended September 30, 2024, a put option available to our partner in our Iron Mountain Data Centers Virginia 4/5 JV, LP joint venture expired, triggering a change in the presentation of the related noncontrolling interest. The noncontrolling interest of approximately $53,400 was previously presented as Redeemable noncontrolling interests in our Consolidated Balance Sheets and is now presented as Noncontrolling interests within stockholders’ equity in our Condensed Consolidated Balance Sheet at September 30, 2024.
During the quarter ended September 30, 2024, we entered into an agreement with a partner to form our Iron Mountain Data Centers Virginia 6/7 JV, LLC joint venture, which resulted in Noncontrolling interests of approximately $103,100 in our Condensed Consolidated Balance Sheet at September 30, 2024.
IRON MOUNTAIN SEPTEMBER 30, 2024 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)
9. SEGMENT INFORMATION
Our reportable segments as of December 31, 2023 are described in Note 11 to Notes to Consolidated Financial Statements included in our Annual Report and are as follows:
•Global RIM Business
•Global Data Center Business
The remaining activities of our business consist primarily of our Fine Arts and ALM businesses and other corporate items ("Corporate and Other").
The operations associated with acquisitions completed during the first nine months of 2024 have been incorporated into Corporate and Other.
An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2024 and 2023 is as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Global RIM Business | ||||||||||||||||||||||||||
| Total Revenues | $ | 1,260,358 | $ | 1,182,652 | $ | 3,721,092 | $ | 3,469,045 | ||||||||||||||||||
| Adjusted EBITDA | 568,994 | 516,548 | 1,644,004 | 1,493,394 | ||||||||||||||||||||||
| Global Data Center Business | ||||||||||||||||||||||||||
| Total Revenues | $ | 153,206 | $ | 127,535 | $ | 449,845 | $ | 357,873 | ||||||||||||||||||
| Adjusted EBITDA | 66,796 | 53,216 | 194,381 | 157,660 | ||||||||||||||||||||||
| Corporate and Other | ||||||||||||||||||||||||||
| Total Revenues | $ | 143,794 | $ | 77,988 | $ | 397,693 | $ | 233,542 | ||||||||||||||||||
| Adjusted EBITDA | (67,677) | (69,802) | (207,056) | (214,626) | ||||||||||||||||||||||
| Total Consolidated | ||||||||||||||||||||||||||
| Total Revenues | $ | 1,557,358 | $ | 1,388,175 | $ | 4,568,630 | $ | 4,060,460 | ||||||||||||||||||
| Adjusted EBITDA | 568,113 | 499,962 | 1,631,329 | 1,436,428 | ||||||||||||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 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)
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 and other transformation •Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate) | •Other expense (income), net •Stock-based compensation expense •Intangible impairments | ||||
Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.
A reconciliation of Net (Loss) Income to Adjusted EBITDA on a consolidated basis for the three and nine months ended September 30, 2024 and 2023 is as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Net (Loss) Income | $ | (33,665) | $ | 91,391 | $ | 77,981 | $ | 158,069 | ||||||||||||||||||
| Add/(Deduct): | ||||||||||||||||||||||||||
| Interest expense, net | 186,067 | 152,801 | 527,107 | 434,148 | ||||||||||||||||||||||
| Provision (benefit) for income taxes | 12,400 | 9,912 | 42,328 | 30,925 | ||||||||||||||||||||||
| Depreciation and amortization | 232,240 | 198,757 | 666,296 | 576,218 | ||||||||||||||||||||||
| Acquisition and Integration Costs | 11,262 | 9,909 | 28,573 | 13,015 | ||||||||||||||||||||||
| Restructuring and other transformation | 37,282 | 38,861 | 124,562 | 121,362 | ||||||||||||||||||||||
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate) | 5,091 | (4,416) | 8,270 | (18,982) | ||||||||||||||||||||||
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures | 85,532 | (17,626) | 76,954 | 58,559 | ||||||||||||||||||||||
| Stock-based compensation expense | 29,563 | 18,313 | 73,491 | 53,195 | ||||||||||||||||||||||
| Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures | 2,341 | 2,060 | 5,767 | 9,919 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 568,113 | $ | 499,962 | $ | 1,631,329 | $ | 1,436,428 | ||||||||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 26 | ||||||||||
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)
Segment revenue by product and service lines for the three and nine months ended September 30, 2024 and 2023 is as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Global RIM Business | ||||||||||||||||||||||||||
Records Management(1) | $ | 990,333 | $ | 926,424 | $ | 2,901,465 | $ | 2,693,046 | ||||||||||||||||||
Data Management(1) | 127,583 | 128,191 | 390,706 | 388,036 | ||||||||||||||||||||||
Information Destruction(1)(2) | 142,442 | 128,037 | 428,921 | 387,963 | ||||||||||||||||||||||
Data Center(1) | — | — | — | — | ||||||||||||||||||||||
| Global Data Center Business | ||||||||||||||||||||||||||
Records Management(1) | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
Data Management(1) | — | — | — | — | ||||||||||||||||||||||
Information Destruction(1) | — | — | — | — | ||||||||||||||||||||||
Data Center(1) | 153,206 | 127,535 | 449,845 | 357,873 | ||||||||||||||||||||||
| Corporate and Other | ||||||||||||||||||||||||||
Records Management(1) | $ | 41,460 | $ | 36,092 | $ | 121,528 | $ | 107,849 | ||||||||||||||||||
Data Management(1) | — | — | — | — | ||||||||||||||||||||||
Information Destruction(1)(3) | 102,334 | 41,896 | 276,165 | 125,693 | ||||||||||||||||||||||
Data Center(1) | — | — | — | — | ||||||||||||||||||||||
| Total Consolidated | ||||||||||||||||||||||||||
Records Management(1) | $ | 1,031,793 | $ | 962,516 | $ | 3,022,993 | $ | 2,800,895 | ||||||||||||||||||
Data Management(1) | 127,583 | 128,191 | 390,706 | 388,036 | ||||||||||||||||||||||
Information Destruction(1)(2)(3) | 244,776 | 169,933 | 705,086 | 513,656 | ||||||||||||||||||||||
Data Center(1) | 153,206 | 127,535 | 449,845 | 357,873 | ||||||||||||||||||||||
(1)Each of these offerings has a component of revenue that is storage rental related and a component that is service related, except for information destruction, which does not have a storage rental component.
(2)Information destruction revenue for our Global RIM Business includes secure shredding services.
(3)Information destruction revenue for Corporate and Other includes product revenue from our ALM business.
IRON MOUNTAIN SEPTEMBER 30, 2024 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)
10. RELATED PARTIES
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 February 2022, we entered into a storage and service agreement with the joint venture formed by Clutter, Inc. and us (the "Clutter JV") to provide certain storage and related services to the Clutter JV (the "Clutter Agreement"). On June 29, 2023, we completed the Clutter Acquisition (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report) and terminated the Clutter Agreement.
Revenue recognized in the accompanying Condensed Consolidated Statements of Operations under these agreements for the three and nine months ended September 30, 2024 and 2023 is as follows (approximately):
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
Frankfurt JV Agreements(1) | $ | 200 | $ | — | $ | 2,700 | $ | 1,700 | ||||||||||||||||||
Clutter Agreement(2) | — | — | — | 13,000 | ||||||||||||||||||||||
(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 Clutter Agreement is presented as a component of our Global RIM Business segment.
11. RESTRUCTURING AND OTHER TRANSFORMATION
PROJECT MATTERHORN
In September 2022, we announced Project Matterhorn. Project Matterhorn investments focus on transforming our operating model to a global operating model. Project Matterhorn focuses 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 serve our customers' needs. We are investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate. We expect to incur approximately $150,000 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 growth initiatives.
Restructuring and other transformation related to Project Matterhorn included in the accompanying Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2024 and 2023, and from the inception of Project Matterhorn through September 30, 2024, is as follows:
THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | FROM THE INCEPTION OF PROJECT MATTERHORN THROUGH SEPTEMBER 30, 2024 | |||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Restructuring | $ | 11,556 | $ | 11,744 | $ | 38,618 | $ | 39,828 | $ | 109,229 | |||||||||||||||||||
| Other transformation | 25,726 | 27,117 | 85,944 | 81,534 | 232,481 | ||||||||||||||||||||||||
Restructuring and other transformation | $ | 37,282 | $ | 38,861 | $ | 124,562 | $ | 121,362 | $ | 341,710 | |||||||||||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 28 | ||||||||||
Part I. Financial Information
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
11. RESTRUCTURING AND OTHER TRANSFORMATION (CONTINUED)
Restructuring costs for Project Matterhorn, included as a component of Restructuring and other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment, for the three and nine months ended September 30, 2024 and 2023, and from the inception of Project Matterhorn through September 30, 2024, is as follows:
THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | FROM THE INCEPTION OF PROJECT MATTERHORN THROUGH SEPTEMBER 30, 2024 | |||||||||||||||||||||||||||
2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Global RIM Business | $ | 10,731 | $ | 9,787 | $ | 33,515 | $ | 34,312 | $ | 93,320 | |||||||||||||||||||
| Global Data Center Business | — | 4 | 2,576 | 82 | 3,096 | ||||||||||||||||||||||||
| Corporate and Other | 825 | 1,953 | 2,527 | 5,434 | 12,813 | ||||||||||||||||||||||||
Total restructuring costs | $ | 11,556 | $ | 11,744 | $ | 38,618 | $ | 39,828 | $ | 109,229 | |||||||||||||||||||
Other transformation costs for Project Matterhorn, included as a component of Restructuring and other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment, for the three and nine months ended September 30, 2024 and 2023, and from the inception of Project Matterhorn through September 30, 2024, is as follows:
THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | FROM THE INCEPTION OF PROJECT MATTERHORN THROUGH SEPTEMBER 30, 2024 | |||||||||||||||||||||||||||
2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Global RIM Business | $ | 10,799 | $ | 10,572 | $ | 30,143 | $ | 19,015 | $ | 62,413 | |||||||||||||||||||
| Global Data Center Business | 1,292 | 580 | 3,955 | 1,948 | 8,977 | ||||||||||||||||||||||||
| Corporate and Other | 13,635 | 15,965 | 51,846 | 60,571 | 161,091 | ||||||||||||||||||||||||
Total other transformation costs | $ | 25,726 | $ | 27,117 | $ | 85,944 | $ | 81,534 | $ | 232,481 | |||||||||||||||||||
The rollforward of the accrued restructuring costs and accrued other transformation costs, which are included as components of Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheets, for December 31, 2023 through September 30, 2024, is as follows:
| RESTRUCTURING | OTHER TRANSFORMATION | TOTAL RESTRUCTURING AND OTHER TRANSFORMATION | |||||||||||||||
Balance as of December 31, 2023 | $ | 10,731 | $ | 24,854 | $ | 35,585 | |||||||||||
| Amount accrued | 38,618 | 85,944 | 124,562 | ||||||||||||||
| Payments | (41,991) | (96,464) | (138,455) | ||||||||||||||
Balance as of September 30, 2024 | $ | 7,358 | $ | 14,334 | $ | 21,692 | |||||||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 29 | ||||||||||
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 nine months ended September 30, 2024 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and nine months ended September 30, 2024, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 22, 2024 (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", "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 or other co-investment vehicles), incorporate alternative technologies (including artificial intelligence) into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand and manage our global 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 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;
•the impact of our distribution requirements on our ability to execute our business plan;
•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 we operate and changes in the global political 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;
•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.
Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this report.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 30 | ||||||||||
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 nine months ended September 30, 2024 within each section. Trends and changes that are consistent for both the three and nine month periods are not repeated and are discussed on a year to date basis only.
PROJECT MATTERHORN
In September 2022, we announced a global program designed to accelerate the growth of our business ("Project Matterhorn"). Project Matterhorn investments focus on transforming our operating model to a global operating model. Project Matterhorn focuses 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 serve our customers' needs. We are investing to accelerate growth and to 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 growth initiatives.
See Note 11 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for more information on Restructuring and other transformation costs.
GENERAL
RESULTS OF OPERATIONS - KEY TRENDS
•Our organic storage rental revenue growth is primarily driven by revenue management in our Global RIM Business segment, where we expect volume to be relatively stable in the near term, as well as by growth in our Global Data Center Business segment, primarily driven by lease commencements.
•Our organic service revenue growth is primarily due to increases in our service activity. We expect organic service revenue growth for the remainder of 2024 and into 2025 to benefit from our new and existing digital offerings and asset lifecycle management ("ALM") business, as well as our traditional services.
•We expect continued total revenue and Adjusted EBITDA growth for the remainder of 2024 and into 2025 as a result of our focus on new product and service offerings, innovation, customer solutions and market expansion in line with our Project Matterhorn objectives.
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the nine months ended September 30, 2024 consists of the following:
| COST OF SALES | SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | |||||||
 |  | |||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 31 | ||||||||||
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 and other transformation •Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate) | •Other expense (income), net •Stock-based compensation expense •Intangible impairments | |||||||
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.
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.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (IN THOUSANDS):
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Net (Loss) Income | $ | (33,665) | $ | 91,391 | $ | 77,981 | $ | 158,069 | ||||||||||||||||||
| Add/(Deduct): | ||||||||||||||||||||||||||
| Interest expense, net | 186,067 | 152,801 | 527,107 | 434,148 | ||||||||||||||||||||||
| Provision (benefit) for income taxes | 12,400 | 9,912 | 42,328 | 30,925 | ||||||||||||||||||||||
| Depreciation and amortization | 232,240 | 198,757 | 666,296 | 576,218 | ||||||||||||||||||||||
Acquisition and Integration Costs(1) | 11,262 | 9,909 | 28,573 | 13,015 | ||||||||||||||||||||||
| Restructuring and other transformation | 37,282 | 38,861 | 124,562 | 121,362 | ||||||||||||||||||||||
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate) | 5,091 | (4,416) | 8,270 | (18,982) | ||||||||||||||||||||||
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures | 85,532 | (17,626) | 76,954 | 58,559 | ||||||||||||||||||||||
| Stock-based compensation expense | 29,563 | 18,313 | 73,491 | 53,195 | ||||||||||||||||||||||
| Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures | 2,341 | 2,060 | 5,767 | 9,919 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 568,113 | $ | 499,962 | $ | 1,631,329 | $ | 1,436,428 | ||||||||||||||||||
(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 and system integration costs (collectively, "Acquisition and Integration Costs").
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 32 | ||||||||||
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 and other transformation •Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate) •Other expense (income), net | •Stock-based compensation expense •Non-cash amortization related to derivative instruments •Tax impact of reconciling items and discrete tax items •Amortization related to the write-off of certain customer relationship intangible assets | |||||||
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 SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
Reported EPS—Fully Diluted from Net (Loss) Income Attributable to Iron Mountain Incorporated | $ | (0.11) | $ | 0.31 | $ | 0.26 | $ | 0.53 | ||||||||||||||||||
| Add/(Deduct): | ||||||||||||||||||||||||||
| Acquisition and Integration Costs | 0.04 | 0.03 | 0.10 | 0.04 | ||||||||||||||||||||||
| Restructuring and other transformation | 0.13 | 0.13 | 0.42 | 0.41 | ||||||||||||||||||||||
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate) | 0.02 | (0.02) | 0.03 | (0.06) | ||||||||||||||||||||||
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures | 0.29 | (0.06) | 0.26 | 0.20 | ||||||||||||||||||||||
| Stock-based compensation expense | 0.10 | 0.06 | 0.25 | 0.18 | ||||||||||||||||||||||
| Non-cash amortization related to derivative instruments | 0.01 | 0.02 | 0.04 | 0.06 | ||||||||||||||||||||||
Tax impact of reconciling items and discrete tax items(1) | (0.04) | (0.03) | (0.08) | (0.09) | ||||||||||||||||||||||
| Income (Loss) Attributable to Noncontrolling Interests | — | — | 0.01 | 0.01 | ||||||||||||||||||||||
Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2) | $ | 0.44 | $ | 0.45 | $ | 1.28 | $ | 1.28 | ||||||||||||||||||
(1)The differences between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and nine months ended September 30, 2024 and 2023 are 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 nine months ended September 30, 2024 and 2023 was 15.1% and 13.3%, 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. 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.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 33 | ||||||||||
FFO (NAREIT) AND FFO (NORMALIZED)
Funds from operations ("FFO") is defined by the National Association of Real Estate Investment Trusts 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 ("FFO (Nareit)"). We calculate our FFO measures, including FFO (Nareit), adjusting for our share of reconciling items from our unconsolidated joint 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).
We 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 and other transformation •Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate) •Other expense (income), 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 •Intangible impairments •(Income) loss from discontinued operations, net of tax | |||||||
RECONCILIATION OF NET INCOME (LOSS) TO FFO (NAREIT) AND FFO (NORMALIZED) (IN THOUSANDS):
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Net (Loss) Income | $ | (33,665) | $ | 91,391 | $ | 77,981 | $ | 158,069 | ||||||||||||||||||
| Add/(Deduct): | ||||||||||||||||||||||||||
| Real estate depreciation | 93,864 | 80,430 | 275,208 | 238,117 | ||||||||||||||||||||||
| Loss (gain) on sale of real estate, net of tax | 531 | 750 | (84) | (16,849) | ||||||||||||||||||||||
| Data center lease-based intangible assets amortization | 5,604 | 7,482 | 16,751 | 18,518 | ||||||||||||||||||||||
| Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures | 1,422 | 679 | 2,975 | 1,373 | ||||||||||||||||||||||
| FFO (Nareit) | 67,756 | 180,732 | 372,831 | 399,228 | ||||||||||||||||||||||
| Add/(Deduct): | ||||||||||||||||||||||||||
| Acquisition and Integration Costs | 11,262 | 9,909 | 28,573 | 13,015 | ||||||||||||||||||||||
| Restructuring and other transformation | 37,282 | 38,861 | 124,562 | 121,362 | ||||||||||||||||||||||
Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate) | 4,554 | (5,116) | 8,583 | (1,983) | ||||||||||||||||||||||
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures(1) | 85,532 | (17,626) | 76,954 | 58,559 | ||||||||||||||||||||||
| Stock-based compensation expense | 29,563 | 18,313 | 73,491 | 53,195 | ||||||||||||||||||||||
| Non-cash amortization related to derivative instruments | 4,176 | 5,270 | 12,529 | 16,921 | ||||||||||||||||||||||
| Real estate financing lease depreciation | 3,692 | 3,001 | 9,914 | 8,997 | ||||||||||||||||||||||
Tax impact of reconciling items and discrete tax items(2) | (10,465) | (10,220) | (24,992) | (26,825) | ||||||||||||||||||||||
| Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures | (83) | (44) | (92) | (319) | ||||||||||||||||||||||
| FFO (Normalized) | $ | 233,269 | $ | 223,080 | $ | 682,353 | $ | 642,150 | ||||||||||||||||||
(1)Includes foreign currency transaction (gains) losses, net and other, net. See Note 2.k. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other expense (income), net.
(2)Represents the tax impact of (i) the reconciling items above, which impact our reported net (loss) income 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. Discrete tax items resulted in a (benefit) provision for income taxes of $0.4 million and ($0.1 million) for the three and nine months ended September 30, 2024, respectively, and $(7.2) million and $(12.7) million for the three and nine months ended September 30, 2023, respectively.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 34 | ||||||||||
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, 2023.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 (IN THOUSANDS):
NINE MONTHS ENDED SEPTEMBER 30, | DOLLAR CHANGE | PERCENTAGE CHANGE | |||||||||||||||||||||
2024 | 2023 | ||||||||||||||||||||||
| Revenues | $ | 4,568,630 | $ | 4,060,460 | $ | 508,170 | 12.5 | % | |||||||||||||||
| Operating Expenses | 3,841,549 | 3,369,439 | 472,110 | 14.0 | % | ||||||||||||||||||
| Operating Income | 727,081 | 691,021 | 36,060 | 5.2 | % | ||||||||||||||||||
| Other Expenses, Net | 649,100 | 532,952 | 116,148 | 21.8 | % | ||||||||||||||||||
| Net Income (Loss) | 77,981 | 158,069 | (80,088) | (50.7) | % | ||||||||||||||||||
| Net Income (Loss) Attributable to Noncontrolling Interests | 1,757 | 2,317 | (560) | (24.2) | % | ||||||||||||||||||
| Net Income (Loss) Attributable to Iron Mountain Incorporated | $ | 76,224 | $ | 155,752 | $ | (79,528) | (51.1) | % | |||||||||||||||
Adjusted EBITDA(1) | $ | 1,631,329 | $ | 1,436,428 | $ | 194,901 | 13.6 | % | |||||||||||||||
Adjusted EBITDA Margin(1) | 35.7 | % | 35.4 | % | |||||||||||||||||||
(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 SEPTEMBER 30, 2024 FORM 10-Q | 35 | ||||||||||
REVENUES
Total revenues consist of the following (in thousands):
| THREE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | ||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY(1) | ORGANIC GROWTH(2) | IMPACT OF ACQUISITIONS | |||||||||||||||||||||||||||||||||||
| Storage Rental | $ | 935,701 | $ | 858,656 | $ | 77,045 | 9.0 | % | 9.3 | % | 9.3 | % | — | % | |||||||||||||||||||||||||||
| Service | 621,657 | 529,519 | 92,138 | 17.4 | % | 17.6 | % | 10.0 | % | 7.6 | % | ||||||||||||||||||||||||||||||
| Total Revenues | $ | 1,557,358 | $ | 1,388,175 | $ | 169,183 | 12.2 | % | 12.5 | % | 9.5 | % | 3.0 | % | |||||||||||||||||||||||||||
NINE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | ||||||||||||||||||||||||||||||||||||||||
2024 | 2023 | DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY(1) | ORGANIC GROWTH(2) | IMPACT OF ACQUISITIONS | |||||||||||||||||||||||||||||||||||
| Storage Rental | $ | 2,740,289 | $ | 2,499,501 | $ | 240,788 | 9.6 | % | 9.9 | % | 9.0 | % | 0.9 | % | |||||||||||||||||||||||||||
| Service | 1,828,341 | 1,560,959 | 267,382 | 17.1 | % | 17.4 | % | 9.7 | % | 7.7 | % | ||||||||||||||||||||||||||||||
| Total Revenues | $ | 4,568,630 | $ | 4,060,460 | $ | 508,170 | 12.5 | % | 12.8 | % | 9.2 | % | 3.6 | % | |||||||||||||||||||||||||||
(1)Constant currency growth rate, which is a non-GAAP measure, is calculated by translating the 2023 results at the 2024 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 nine months ended September 30, 2024, the increase in reported revenue was driven by reported storage rental revenue growth and reported service revenue growth.
STORAGE RENTAL REVENUE AND SERVICE REVENUE
Primary factors influencing the change in reported storage rental revenue and reported service revenue for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 include the following:
| STORAGE RENTAL REVENUE | •organic storage rental revenue growth driven by increased volume in faster growing markets and our Global Data Center Business segment and revenue management. | |||||||
| SERVICE REVENUE | •organic service revenue growth driven by increased service activity levels in our Global RIM Business and organic service revenue growth in our ALM business as a result of increased volume and improved component pricing; and •an increase of $103.0 million due to our recent acquisition of Regency Technologies. | |||||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 36 | ||||||||||
OPERATING EXPENSES
COST OF SALES
Cost of sales (excluding depreciation and amortization) consists of the following expenses (in thousands):
| THREE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | % OF TOTAL REVENUES | PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE | ||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||
| Labor | $ | 264,499 | $ | 224,623 | $ | 39,876 | 17.8 | % | 18.3 | % | 17.0 | % | 16.2 | % | 0.8 | % | |||||||||||||||||||||||||||||||
| Facilities | 279,043 | 259,633 | 19,410 | 7.5 | % | 7.5 | % | 17.9 | % | 18.7 | % | (0.8) | % | ||||||||||||||||||||||||||||||||||
| Transportation | 44,236 | 39,146 | 5,090 | 13.0 | % | 12.8 | % | 2.8 | % | 2.8 | % | — | % | ||||||||||||||||||||||||||||||||||
| Product Cost of Sales and Other | 90,612 | 68,799 | 21,813 | 31.7 | % | 32.1 | % | 5.8 | % | 5.0 | % | 0.8 | % | ||||||||||||||||||||||||||||||||||
| Total Cost of sales | $ | 678,390 | $ | 592,201 | $ | 86,189 | 14.6 | % | 14.8 | % | 43.6 | % | 42.7 | % | 0.9 | % | |||||||||||||||||||||||||||||||
| NINE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | % OF TOTAL REVENUES | PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE | ||||||||||||||||||||||||||||||||||||||||||||
2024 | 2023 | DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||
| Labor | $ | 779,998 | $ | 668,552 | $ | 111,446 | 16.7 | % | 17.0 | % | 17.1 | % | 16.5 | % | 0.6 | % | |||||||||||||||||||||||||||||||
| Facilities | 832,187 | 755,858 | 76,329 | 10.1 | % | 10.2 | % | 18.2 | % | 18.6 | % | (0.4) | % | ||||||||||||||||||||||||||||||||||
| Transportation | 134,539 | 120,268 | 14,271 | 11.9 | % | 12.2 | % | 2.9 | % | 3.0 | % | (0.1) | % | ||||||||||||||||||||||||||||||||||
| Product Cost of Sales and Other | 260,892 | 211,793 | 49,099 | 23.2 | % | 23.6 | % | 5.7 | % | 5.2 | % | 0.5 | % | ||||||||||||||||||||||||||||||||||
| Total Cost of sales | $ | 2,007,616 | $ | 1,756,471 | $ | 251,145 | 14.3 | % | 14.5 | % | 43.9 | % | 43.3 | % | 0.6 | % | |||||||||||||||||||||||||||||||
Primary factors influencing the change in reported Cost of sales for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 include the following:
•an increase in labor costs driven by an increase in service activity, primarily within our Global RIM Business, and the impact of recent acquisitions;
•an increase in facilities expenses driven by increases in rent expense, utilities, real estate taxes and building maintenance costs;
•an increase in transportation expenses in our ALM business primarily driven by our recent acquisition of Regency Technologies; and
•an increase in product cost of sales in our ALM business as a result of higher product volumes and our recent acquisition of Regency Technologies.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 37 | ||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses consists of the following expenses (in thousands):
| THREE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | % OF TOTAL REVENUES | PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE | ||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||
| General, Administrative and Other | $ | 252,463 | $ | 225,058 | $ | 27,405 | 12.2 | % | 12.7 | % | 16.2 | % | 16.2 | % | — | % | |||||||||||||||||||||||||||||||
| Sales, Marketing and Account Management | 89,466 | 89,972 | (506) | (0.6) | % | (0.4) | % | 5.7 | % | 6.5 | % | (0.8) | % | ||||||||||||||||||||||||||||||||||
| Total Selling, general and administrative expenses | $ | 341,929 | $ | 315,030 | $ | 26,899 | 8.5 | % | 8.9 | % | 22.0 | % | 22.7 | % | (0.7) | % | |||||||||||||||||||||||||||||||
| NINE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | % OF TOTAL REVENUES | PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE | ||||||||||||||||||||||||||||||||||||||||||||
2024 | 2023 | DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||
| General, Administrative and Other | $ | 738,075 | $ | 650,046 | $ | 88,029 | 13.5 | % | 14.0 | % | 16.2 | % | 16.0 | % | 0.2 | % | |||||||||||||||||||||||||||||||
| Sales, Marketing and Account Management | 268,157 | 271,309 | (3,152) | (1.2) | % | (1.0) | % | 5.9 | % | 6.7 | % | (0.8) | % | ||||||||||||||||||||||||||||||||||
| Total Selling, general and administrative expenses | $ | 1,006,232 | $ | 921,355 | $ | 84,877 | 9.2 | % | 9.6 | % | 22.0 | % | 22.7 | % | (0.7) | % | |||||||||||||||||||||||||||||||
Primary factors influencing the change in reported Selling, general and administrative expenses for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 include the following:
•an increase in general, administrative and other expenses, primarily driven by higher bonus compensation accruals, recent acquisitions, professional fees and IT costs; and
•a decrease in sales, marketing and account management expenses, driven by lower compensation expense, primarily related to a reduction in headcount.
DEPRECIATION AND AMORTIZATION
Depreciation expense increased by $79.6 million, or 20.5%, for the nine months ended September 30, 2024 compared to the prior year period. See Note 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 increased by $10.5 million, or 5.6%, for the nine months ended September 30, 2024 compared to the prior year period.
ACQUISITION AND INTEGRATION COSTS
Acquisition and Integration Costs for the nine months ended September 30, 2024 and 2023 were approximately $28.6 million and $13.0 million, respectively.
RESTRUCTURING AND OTHER TRANSFORMATION
Restructuring and other transformation costs for the nine months ended September 30, 2024 and 2023 were $124.6 million and $121.4 million, respectively, and related to operating expenses associated with the implementation of Project Matterhorn.
LOSS (GAIN) ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET
Loss (gain) on disposal/write-down of property, plant and equipment, net for the nine months ended September 30, 2024 and 2023 was approximately $8.3 million and $(19.0) million, respectively.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 38 | ||||||||||
OTHER EXPENSES, NET
INTEREST EXPENSE, NET
Interest expense, net increased by $93.0 million to $527.1 million in the nine months ended September 30, 2024 from $434.1 million in the prior year period. The increase is primarily due to higher average debt outstanding during the nine months ended September 30, 2024 compared to the prior year period as well as an increase in our weighted average interest rate. Our weighted average interest rate, inclusive of the fees associated with our outstanding letters of credit, was 5.7% and 5.5% at September 30, 2024 and 2023, 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), NET
Other expense (income), net for the three and nine months ended September 30, 2024 and 2023 consists of the following (in thousands):
| THREE MONTHS ENDED SEPTEMBER 30, | DOLLAR CHANGE | NINE MONTHS ENDED SEPTEMBER 30, | DOLLAR CHANGE | |||||||||||||||||||||||||||||||||||
| DESCRIPTION | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
Foreign currency transaction losses (gains), net(1) | $ | 46,657 | $ | (29,310) | $ | 75,967 | $ | 31,291 | $ | 177 | $ | 31,114 | ||||||||||||||||||||||||||
| Debt extinguishment expense | 5,417 | — | 5,417 | 5,417 | — | 5,417 | ||||||||||||||||||||||||||||||||
Other, net(2) | 34,288 | 13,039 | 21,249 | 42,957 | 67,702 | (24,745) | ||||||||||||||||||||||||||||||||
| Other Expense (Income), Net | $ | 86,362 | $ | (16,271) | $ | 102,633 | $ | 79,665 | $ | 67,879 | $ | 11,786 | ||||||||||||||||||||||||||
(1)The losses for the three and nine months ended September 30, 2024 primarily consist of the impact of changes in the exchange rate of the British pound sterling and the Euro against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(2)Other, net for the three and nine months ended September 30, 2024 primarily consists of approximately $29.2 million in charges associated with the agreement to purchase the remaining interest in the Web Werks JV (as defined and discussed below) as well as losses on our equity method investments and the change in value of our deferred purchase obligations.
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 nine months ended September 30, 2024 and 2023 are as follows:
| THREE MONTHS ENDED SEPTEMBER 30, | NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||||||
| Effective Tax Rate | 58.3 | % | 9.8 | % | 35.2 | % | 16.4 | % | ||||||||||||||||||
The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and nine months ended September 30, 2024 were the lack of tax benefits recognized for the year to date ordinary losses of certain entities, the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, we recorded gains and losses in Other expense (income), net during the period, for which there was no tax impact.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 39 | ||||||||||
NET INCOME (LOSS) AND ADJUSTED EBITDA
The following table reflects the effect of the foregoing factors on our net income (loss) and Adjusted EBITDA (in thousands):
| THREE MONTHS ENDED SEPTEMBER 30, | DOLLAR CHANGE | PERCENTAGE CHANGE | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net (Loss) Income | $ | (33,665) | $ | 91,391 | $ | (125,056) | (136.8) | % | |||||||||||||||
| Net (Loss) Income as a percentage of Revenue | (2.2) | % | 6.6 | % | |||||||||||||||||||
| Adjusted EBITDA | $ | 568,113 | $ | 499,962 | $ | 68,151 | 13.6 | % | |||||||||||||||
| Adjusted EBITDA Margin | 36.5 | % | 36.0 | % | |||||||||||||||||||
| NINE MONTHS ENDED SEPTEMBER 30, | DOLLAR CHANGE | PERCENTAGE CHANGE | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net Income (Loss) | $ | 77,981 | $ | 158,069 | $ | (80,088) | (50.7) | % | |||||||||||||||
| Net Income (Loss) as a percentage of Revenue | 1.7 | % | 3.9 | % | |||||||||||||||||||
| Adjusted EBITDA | $ | 1,631,329 | $ | 1,436,428 | $ | 194,901 | 13.6 | % | |||||||||||||||
| Adjusted EBITDA Margin | 35.7 | % | 35.4 | % | |||||||||||||||||||
Adjusted EBITDA Margin for the nine months ended September 30, 2024 increased 30 basis points from the same prior year period driven by favorable overhead management, offset by a decline in gross profit margin due to revenue mix. | ↑ INCREASED BY $194.9 MILLION OR 13.6% Adjusted EBITDA | ||||
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 40 | ||||||||||
SEGMENT ANALYSIS
See Note 9 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a description of our reportable segments.
GLOBAL RIM BUSINESS (IN THOUSANDS)
| THREE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | ||||||||||||||||||||||||||||||||||||||||
| DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | ORGANIC GROWTH | IMPACT OF ACQUISITIONS | |||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| Storage Rental | $ | 767,780 | $ | 719,560 | $ | 48,220 | 6.7 | % | 7.2 | % | 7.2 | % | — | % | |||||||||||||||||||||||||||
| Service | 492,578 | 463,092 | 29,486 | 6.4 | % | 6.6 | % | 6.6 | % | — | % | ||||||||||||||||||||||||||||||
| Segment Revenue | $ | 1,260,358 | $ | 1,182,652 | $ | 77,706 | 6.6 | % | 7.0 | % | 7.0 | % | — | % | |||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 568,994 | $ | 516,548 | $ | 52,446 | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA Margin | 45.1 | % | 43.7 | % | |||||||||||||||||||||||||||||||||||||
| NINE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | ||||||||||||||||||||||||||||||||||||||||
| DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | ORGANIC GROWTH | IMPACT OF ACQUISITIONS | |||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| Storage Rental | $ | 2,253,122 | $ | 2,111,240 | $ | 141,882 | 6.7 | % | 7.1 | % | 6.6 | % | 0.5 | % | |||||||||||||||||||||||||||
| Service | 1,467,970 | 1,357,805 | 110,165 | 8.1 | % | 8.4 | % | 7.9 | % | 0.5 | % | ||||||||||||||||||||||||||||||
| Segment Revenue | $ | 3,721,092 | $ | 3,469,045 | $ | 252,047 | 7.3 | % | 7.6 | % | 7.2 | % | 0.4 | % | |||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 1,644,004 | $ | 1,493,394 | $ | 150,610 | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA Margin | 44.2 | % | 43.0 | % | |||||||||||||||||||||||||||||||||||||
NINE 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 nine months ended September 30, 2024 compared to the prior year period include the following:
•organic storage rental revenue growth driven by revenue management;
•organic service revenue growth primarily driven by increases in our traditional service activity levels and growth in our Global Digital Solutions business; and
•a 120 basis point increase in Adjusted EBITDA Margin primarily driven by ongoing cost containment measures and revenue management.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 41 | ||||||||||
GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)
| THREE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | ||||||||||||||||||||||||||||||||||||||||
| DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | ORGANIC GROWTH | IMPACT OF ACQUISITIONS | |||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| Storage Rental | $ | 150,796 | $ | 123,655 | $ | 27,141 | 21.9 | % | 21.4 | % | 21.4 | % | — | % | |||||||||||||||||||||||||||
| Service | 2,410 | 3,880 | (1,470) | (37.9) | % | (37.6) | % | (37.6) | % | — | % | ||||||||||||||||||||||||||||||
| Segment Revenue | $ | 153,206 | $ | 127,535 | $ | 25,671 | 20.1 | % | 19.6 | % | 19.6 | % | — | % | |||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 66,796 | $ | 53,216 | $ | 13,580 | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA Margin | 43.6 | % | 41.7 | % | |||||||||||||||||||||||||||||||||||||
| NINE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | ||||||||||||||||||||||||||||||||||||||||
| DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | ORGANIC GROWTH | IMPACT OF ACQUISITIONS | |||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| Storage Rental | $ | 438,221 | $ | 342,080 | $ | 96,141 | 28.1 | % | 27.7 | % | 23.8 | % | 3.9 | % | |||||||||||||||||||||||||||
| Service | 11,624 | 15,793 | (4,169) | (26.4) | % | (26.5) | % | (26.5) | % | — | % | ||||||||||||||||||||||||||||||
| Segment Revenue | $ | 449,845 | $ | 357,873 | $ | 91,972 | 25.7 | % | 25.4 | % | 21.6 | % | 3.8 | % | |||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 194,381 | $ | 157,660 | $ | 36,721 | |||||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA Margin | 43.2 | % | 44.1 | % | |||||||||||||||||||||||||||||||||||||
NINE 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 and Adjusted EBITDA Margin in our Global Data Center Business segment for the nine months ended September 30, 2024 compared to the prior year period include the following:
•organic storage rental revenue growth from leases that commenced during the first nine months of 2024 and in prior periods, improved pricing and increased usage of pass-through power, partially offset by churn of approximately 260 basis points;
•an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and
•a 90 basis point decrease in Adjusted EBITDA Margin reflecting increased usage of pass-through power and higher overhead costs.
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CORPORATE AND OTHER (IN THOUSANDS)
| THREE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | ||||||||||||||||||||||||||||||||||||||||
| DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | ORGANIC GROWTH | IMPACT OF ACQUISITIONS | |||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| Storage Rental | $ | 17,125 | $ | 15,441 | $ | 1,684 | 10.9 | % | 10.5 | % | 8.8 | % | 1.7 | % | |||||||||||||||||||||||||||
| Service | 126,669 | 62,547 | 64,122 | 102.5 | % | 102.0 | % | 37.9 | % | 64.1 | % | ||||||||||||||||||||||||||||||
| Revenue | $ | 143,794 | $ | 77,988 | $ | 65,806 | 84.4 | % | 83.9 | % | 32.1 | % | 51.8 | % | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | (67,677) | $ | (69,802) | $ | 2,125 | |||||||||||||||||||||||||||||||||||
NINE MONTHS ENDED SEPTEMBER 30, | PERCENTAGE CHANGE | ||||||||||||||||||||||||||||||||||||||||
| DOLLAR CHANGE | ACTUAL | CONSTANT CURRENCY | ORGANIC GROWTH | IMPACT OF ACQUISITIONS | |||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| Storage Rental | $ | 48,946 | $ | 46,181 | $ | 2,765 | 6.0 | % | 5.5 | % | 3.3 | % | 2.2 | % | |||||||||||||||||||||||||||
| Service | 348,747 | 187,361 | 161,386 | 86.1 | % | 85.7 | % | 25.3 | % | 60.4 | % | ||||||||||||||||||||||||||||||
| Revenue | $ | 397,693 | $ | 233,542 | $ | 164,151 | 70.3 | % | 69.8 | % | 20.9 | % | 48.9 | % | |||||||||||||||||||||||||||
| Adjusted EBITDA | $ | (207,056) | $ | (214,626) | $ | 7,570 | |||||||||||||||||||||||||||||||||||
Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other (as defined in Note 9 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report) for the nine months ended September 30, 2024 compared to the prior year period include the following:
•an increase in service revenue of $103.0 million due to our recent acquisition of Regency Technologies;
•organic service revenue growth in our ALM business reflecting increased volume and improved component pricing; and
•Adjusted EBITDA is relatively consistent with the prior year period driven by service revenue improvement in our ALM business, including the Regency Technologies acquisition, offset by higher compensation expense, professional fees and IT costs.
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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 the Credit Agreement (as defined below), as well as other potential financings (such as the issuance of 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 business acquisitions 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 for the nine months ended September 30, 2024 and from the inception of Project Matterhorn through September 30, 2024, were approximately $124.6 million and $341.7 million, respectively, which 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 growth initiatives.
CASH FLOWS
The following is a summary of our cash balances and cash flows (in thousands) as of and for the nine months ended September 30,
| 2024 | 2023 | ||||||||||
| Cash Flows from Operating Activities | $ | 765,128 | $ | 666,374 | |||||||
| Cash Flows from Investing Activities | (1,441,829) | (1,035,083) | |||||||||
| Cash Flows from Financing Activities | 639,201 | 403,872 | |||||||||
| Cash and Cash Equivalents, End of Period | 168,515 | 170,502 | |||||||||
A. CASH FLOWS FROM OPERATING ACTIVITIES
For the nine months ended September 30, 2024, net cash flows provided by operating activities increased by $98.8 million compared to the prior year period, primarily due to an increase in net income (excluding non-cash charges) of $72.6 million and an increase in cash from working capital of $26.2 million, primarily driven by the timing of accounts payable.
B. CASH FLOWS FROM INVESTING ACTIVITIES
Our significant investing activity during the nine months ended September 30, 2024 included:
•Cash paid for capital expenditures of $1,174.0 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.
•Cash paid for acquisitions, net of cash acquired, of $174.4 million, primarily funded by borrowings under the Revolving Credit Facility (as defined below).
C. CASH FLOWS FROM FINANCING ACTIVITIES
Our significant financing activities during the nine months ended September 30, 2024 included:
•Net proceeds of approximately $1,273.3 million primarily associated with borrowings under the Revolving Credit Facility.
•Payment of dividends in the amount of $579.5 million on our common stock.
•Equity contributions from noncontrolling interests of $178.6 million.
•Payment of deferred purchase obligation of $158.7 million.
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CAPITAL EXPENDITURES
The following table presents our capital spend for the nine months ended September 30, 2024 and 2023, organized by the type of the spending as described in our Annual Report (in thousands):
| NINE MONTHS ENDED SEPTEMBER 30, | |||||||||||
| NATURE OF CAPITAL SPEND | 2024 | 2023 | |||||||||
| Growth Investment Capital Expenditures: | |||||||||||
| Data Center | $ | 880,239 | $ | 653,968 | |||||||
| Real Estate | 130,829 | 136,174 | |||||||||
| Innovation and Other | 61,352 | 57,332 | |||||||||
| Total Growth Investment Capital Expenditures | 1,072,420 | 847,474 | |||||||||
| Recurring Capital Expenditures: | |||||||||||
| Data Center | $ | 13,242 | $ | 11,949 | |||||||
| Real Estate | 39,750 | 34,579 | |||||||||
| Non-Real Estate | 54,058 | 48,962 | |||||||||
| Total Recurring Capital Expenditures | 107,050 | 95,490 | |||||||||
| Total Capital Spend (on accrual basis) | $ | 1,179,470 | $ | 942,964 | |||||||
| Net (decrease) increase in prepaid capital expenditures | 1,423 | 23,337 | |||||||||
| Net decrease (increase) in accrued capital expenditures | (6,925) | (4,007) | |||||||||
| Total Capital Spend (on cash basis) | $ | 1,173,968 | $ | 962,294 | |||||||
Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $1,750.0 million for the year ending December 31, 2024. Of this, we expect capital expenditures for growth investment of approximately $1,600.0 million and recurring capital expenditures of approximately $150.0 million.
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 nine months of 2024 and fiscal year 2023.
On November 6, 2024, we declared a dividend to our stockholders of record as of December 16, 2024 of $0.715 per share, payable on January 7, 2025.
NONCONTROLLING INTERESTS
Our data center operations include two joint ventures which are consolidated within our Global Data Center Business segment as we have concluded we have control over the joint ventures.
During the quarter ended September 30, 2024, a put option available to our partner in our Iron Mountain Data Centers Virginia 4/5 JV, LP joint venture expired, triggering a change in the presentation of the related noncontrolling interest. The noncontrolling interest of approximately $53.4 million was previously presented as Redeemable noncontrolling interests in our Consolidated Balance Sheets and is now presented as Noncontrolling interests within stockholders’ equity in our Condensed Consolidated Balance Sheet at September 30, 2024.
During the quarter ended September 30, 2024, we entered into an agreement with a partner to form our Iron Mountain Data Centers Virginia 6/7 JV, LLC joint venture, which resulted in Noncontrolling interests of approximately $103.1 million in our Condensed Consolidated Balance Sheet at September 30, 2024.
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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) and accounts receivable. The only significant concentrations of liquid investments as of September 30, 2024 are related to cash and cash equivalents held in money market funds. See Note 2.e. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds.
Long-term debt as of September 30, 2024 is as follows (in thousands):
(1)Collectively, the “Credit Agreement”. Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A facility (the “Term Loan A”) and a term loan B facility (the "Term Loan B due 2031"). The Credit Agreement also included a second term loan B facility (the "Term Loan B due 2026") until its extinguishment in August 2024. Due to the discontinuance of the Canadian Dollar Offered Rate reference rate on June 28, 2024, the Credit Agreement was amended on June 7, 2024 to update the interest rate benchmark available for Canadian currency borrowings under our Revolving Credit Facility to the Canadian Overnight Repo Rate Average, effective July 1, 2024. Other than the amendments discussed below, all other material terms of the Revolving Credit Facility remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
(2)Each as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
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.
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CREDIT AGREEMENT
On July 2, 2024, we amended the Credit Agreement, which resulted in (i) an increase in the principal amount of the Term Loan B due 2031 from approximately $1,194.0 million to approximately $1,806.7 million, (ii) a decrease in the interest rate of the Term Loan B due 2031 from the one-month Secured Overnight Financing Rate ("SOFR") plus 2.25% to SOFR plus 2.00% and (iii) a decrease in the principal amount of our Term Loan B due 2026 from approximately $656.3 million to approximately $53.4 million. We paid original issue discount fees of approximately $4.3 million in connection with this amendment. On August 19, 2024, we repaid the remaining approximately $53.4 million principal balance of the Term Loan B due 2026 and amended the Credit Agreement to increase the principal amount of the Term Loan B due 2031 from approximately $1,806.7 million to approximately $1,860.0 million.
As a result of these amendments, we recorded a charge to Other expense (income), net related to the extinguishment of this debt.
Quarterly principal payments of approximately $4.7 million on the Term Loan B due 2031 commenced in September 2024. All other material terms remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
VIRGINIA CREDIT AGREEMENTS
As our Global Data Center business continues to expand, we have entered into credit agreements in order to partially finance the construction of various data centers. During the second quarter of 2024, we entered into two new agreements. These agreements primarily consist of the following term loan facilities (in thousands):
| AGREEMENT | MAXIMUM BORROWING AMOUNT | OUTSTANDING BORROWINGS AS OF SEPTEMBER 30, 2024 | DIRECT OBLIGOR | CONTRACTUAL INTEREST RATE | UNUSED COMMITMENT FEE | MATURITY DATE(1) | ||||||||||||||||||||||||||||||||
Virginia 6 Term Loans(2) | $ | 210,000 | $ | 95,062 | Iron Mountain Data Centers Virginia 6, LLC | SOFR plus 2.75% | 0.75% | May 3, 2027 | ||||||||||||||||||||||||||||||
Virginia 7 Term Loans(3) | 300,000 | — | Iron Mountain Data Centers Virginia 7, LLC | SOFR plus 2.50% | 0.75% | April 12, 2027 | ||||||||||||||||||||||||||||||||
(1)All obligations will become due on the specified maturity dates. Each agreement includes two one-year options that allow us to extend the initial maturity date, subject to the conditions specified in the agreements.
(2)On May 3, 2024, Iron Mountain Data Centers Virginia 6, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 6 Credit Agreement"). The Virginia 6 Credit Agreement consists of a term loan facility (the "Virginia 6 Term Loans") and a letter of credit facility. The Virginia 6 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 6, LLC. As of September 30, 2024, the interest rate in effect under the Virginia 6 Credit Agreement was 4.9%.
(3)On April 12, 2024, Iron Mountain Data Centers Virginia 7, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 7 Credit Agreement"). The Virginia 7 Credit Agreement consists of a term loan facility and a letter of credit facility. The Virginia 7 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 7, LLC.
UK BILATERAL REVOLVING CREDIT FACILITY
Iron Mountain (UK) PLC and Iron Mountain (UK) Data Centre Limited (collectively, the "UK Borrowers") have a British pounds sterling Revolving Credit Facility (the "UK Bilateral Revolving Credit Facility") with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Revolving Credit Facility is 140,000 British pounds sterling, which was fully drawn as of September 30, 2024. We have the option to request additional commitments of up to 125,000 British pounds sterling, subject to conditions specified in the UK Bilateral Revolving Credit Facility.
On September 10, 2024, the UK Borrowers amended the UK Bilateral Revolving Credit Facility to extend the maturity date from September 24, 2025 to September 24, 2026. All other material terms of the UK Bilateral Revolving Credit Facility 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 14, 2024, we amended the Accounts Receivable Securitization Program (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report) to (i) increase the maximum borrowing capacity from $360.0 million to $400.0 million, with an option to increase the borrowing capacity to $450.0 million, and (ii) extend the maturity date from July 1, 2025 to July 1, 2027, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
LETTERS OF CREDIT
As of September 30, 2024, we have outstanding letters of credit totaling $79.5 million, of which $8.0 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between October 2024 and July 2025.
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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 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. 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 September 30, 2024 are as follows:
| SEPTEMBER 30, 2024 | MAXIMUM/MINIMUM ALLOWABLE | ||||||||||
| Net total lease adjusted leverage ratio | 5.0 | Maximum allowable of 7.0 | |||||||||
| Fixed charge coverage ratio | 2.4 | Minimum allowable of 1.5 | |||||||||
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 September 30, 2024. 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.
DERIVATIVE INSTRUMENTS
INTEREST RATE SWAP AGREEMENTS
We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon SOFR, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate 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.
As of September 30, 2024 and December 31, 2023, we have approximately $1,354.0 million and $520.0 million, respectively, in notional value outstanding on our interest rate swap agreements. As of September 30, 2024, our interest rate swap agreements have maturity dates ranging from October 2025 through May 2027.
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CROSS-CURRENCY SWAP AGREEMENTS
We utilize cross-currency swaps to hedge the variability of exchange rate impacts between the United States dollar and the Euro. As of both September 30, 2024 and December 31, 2023, we have approximately $509.2 million in notional value outstanding on cross-currency interest rate swaps. As of September 30, 2024, our cross-currency interest rate swaps have maturity dates ranging from August 2025 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.
ACQUISITIONS
WISETEK
On September 20, 2024, in order to further expand our ALM business, we acquired 100% of Wisetek Solutions Limited ("Wisetek"), an IT asset disposition services provider offering services across the globe with operations facilities in the United States, Ireland, the United Kingdom and Thailand, for (i) cash consideration of approximately 46.6 million Euros (or approximately $51.9 million, based upon the exchange rate between the Euro and the United States dollar on the closing date of this acquisition), subject to adjustments, and (ii) up to 4.2 million Euros (or approximately $4.7 million, based upon the exchange rate between the Euro and the United States dollar as of September 30, 2024) of additional consideration, payable based on the achievement of certain gross profit targets through September 2026.
REGENCY TECHNOLOGIES
On January 3, 2024, in order to expand our ALM business, we acquired 100% of RSR Partners, LLC (doing business as Regency Technologies), an IT asset disposition services provider with operations throughout the United States, for an initial purchase price of approximately $200.0 million, subject to certain working capital adjustments at, and subsequent to, the closing, with $125.0 million paid at closing, funded by borrowings under the Revolving Credit Facility, and the remaining $75.0 million (the “January 2025 Payment”) to be paid in January 2025 (the "Regency Transaction"). The present value of the January 2025 Payment is included as a component of Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024. The agreement for the Regency Transaction also includes a performance-based contingent consideration with a potential earnout range from zero to $200.0 million based upon achievement of certain three-year cumulative revenue targets, which would be payable in 2027, if earned (the “Regency Deferred Purchase Obligation”). The preliminary fair value estimate of the Regency Deferred Purchase Obligation as of the acquisition date was approximately $78.4 million. The fair value of the Regency Deferred Purchase Obligation is included as a component of Other long-term liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024. Subsequent increases or decreases in the fair value estimate of the Regency Deferred Purchase Obligation, as well as the accretion of the discount to present value, is included as a component of Other expense (income), net in our Condensed Consolidated Statements of Operations until the deferred purchase obligation is settled or paid. Subsequent to the acquisition, the results of Regency Technologies are included as a component of Corporate and Other.
PRIOR YEAR ACQUISITION UPDATE
On July 1, 2024, we entered into an agreement with the minority shareholders of Web Werks India Private Limited to acquire the remaining approximately 36.61% interest in the Web Werks JV (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report) in two separate transactions. As a result of the agreement, during the three months ended September 30, 2024, we recognized a charge of approximately $29.2 million, which is included as a component of Other expense (income), net in our Condensed Consolidated Statements of Operations. On July 5, 2024, we completed the acquisition of an approximately 8.55% interest in the Web Werks JV (“Tranche I”) for approximately 3,000.0 million Indian rupees (or approximately $35.0 million based upon the exchange rate between the United States dollar and the Indian rupee on the closing date of Tranche I). Subsequent to the Tranche I payment, our ownership interest in the Web Werks JV is approximately 71.94%. In March 2025, we will be required to make an additional payment of approximately 9,600.0 million Indian rupees (or approximately $114.6 million, based upon the exchange rate between the United States dollar and the Indian rupee as of September 30, 2024) to acquire the remaining approximately 28.06% interest in the Web Werks JV ("Tranche II"). As part of the Tranche II payment in March 2025, we may also make an incremental payment of approximately 1,000.0 million Indian rupees (or approximately $11.9 million, based upon the exchange rate between the United States dollar and the Indian rupee as of September 30, 2024) (the "Incremental Payment") if certain infrastructure goals are achieved before December 31, 2024. The liability associated with Tranche II and our current estimate of the Incremental Payment is included within Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024.
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INVESTMENTS
JOINT VENTURE SUMMARY
Our joint venture with AGC Equity Partners (the "Frankfurt JV") is accounted for as an equity method investment and is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying value and equity interest in the Frankfurt JV at September 30, 2024 and December 31, 2023 is as follows (in thousands):
| SEPTEMBER 30, 2024 | DECEMBER 31, 2023 | ||||||||||||||||||||||
| CARRYING VALUE | EQUITY INTEREST | CARRYING VALUE | EQUITY INTEREST | ||||||||||||||||||||
Frankfurt JV | $ | 65,219 | 20 | % | $ | 57,874 | 20 | % | |||||||||||||||
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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 September 30, 2024 (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.
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 September 30, 2024, nor did we repurchase any shares of our common stock during the three months ended September 30, 2024.
ITEM 5. OTHER INFORMATION
On August 22, 2024, Mr. Edward Greene, our Executive Vice President and Chief Human Resources Officer, adopted a 10b5-1 trading plan to sell shares between March 3, 2025 and August 29, 2025, including the sale of (i) 100% of the net shares to be acquired upon vesting of 3,915 gross restricted stock units and (ii) 100% of the net shares to be acquired upon vesting of 18,119 gross performance units (“PUs”), as adjusted based on actual results (collectively, the “August Trading Plan”). On September 20, 2024, Mr. Greene terminated the August Trading Plan and adopted a new 10b5-1 trading plan, mirroring the transactions outlined in the August Trading Plan and including a stock gifting transaction. Net shares are net of tax withholding. Mr. Greene’s plan will terminate on the earlier of (i) August 29, 2025 and (ii) the date that all trades under the plan are completed.
On September 18, 2024, Mr. Barry Hytinen, our Executive Vice President and Chief Financial Officer, adopted a 10b5-1 trading plan to sell up to 16% of the net shares to be acquired upon vesting of 45,298 gross PUs, adjusted based on actual results. The transactions are scheduled to occur between March 3, 2025 and June 18, 2025. Net shares are net of tax withholding. Mr. Hytinen’s plan will terminate on the earlier of (i) June 18, 2025 and (ii) the date that all trades under the plan are completed.
Each of these arrangements was entered into during an open trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934.
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 53 | ||||||||||
ITEM 6. EXHIBITS
(A) EXHIBITS
Certain exhibits indicated below are incorporated by reference to documents we have filed with the SEC. Each exhibit marked by a pound sign (#) is a management contract or compensatory plan.
| EXHIBIT NO. | DESCRIPTION | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | First Amendment to Iron Mountain Incorporated Director Deferred Compensation Plan. (#) (Filed herewith.) | |||||||
| 10.5 | Second Amendment to Iron Mountain Incorporated Director Deferred Compensation Plan. (#) (Filed herewith.) | |||||||
| 10.6 | Third Amendment to Iron Mountain Incorporated Director Deferred Compensation Plan. (#) (Filed herewith.) | |||||||
| 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. | |||||||
| IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q | 54 | ||||||||||
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.
| IRON MOUNTAIN INCORPORATED | ||||||||
| By: | /s/ DANIEL BORGES | |||||||
Daniel Borges Senior Vice President, Chief Accounting Officer | ||||||||
Dated: November 6, 2024
IRON MOUNTAIN SEPTEMBER 30, 2024 FORM 10-Q | 55 | ||||||||||