QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 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 Hampshire03801
(Address of Principal Executive Offices, Including Zip Code)
(617) 535-4766
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value
IRM
NYSE
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 26, 2024, the registrant had 293,335,826 outstanding shares of common stock, $.01 par value.
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
JUNE 30, 2024
DECEMBER 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents
$
144,256
$
222,789
Accounts receivable (less allowances of $78,513 and $74,762 as of June 30, 2024 and December 31, 2023, respectively)
1,273,900
1,259,826
Prepaid expenses and other
295,583
252,930
Total Current Assets
1,713,739
1,735,545
Property, Plant and Equipment:
Property, plant and equipment
10,976,919
10,373,989
Less—Accumulated depreciation
(4,183,895)
(4,059,120)
Property, Plant and Equipment, Net
6,793,024
6,314,869
Other Assets, Net:
Goodwill
5,099,772
5,017,912
Customer and supplier relationships and other intangible assets
1,284,339
1,279,800
Operating lease right-of-use assets
2,593,461
2,696,024
Other
482,599
429,652
Total Other Assets, Net
9,460,171
9,423,388
Total Assets
$
17,966,934
$
17,473,802
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt
$
125,409
$
120,670
Accounts payable
527,968
539,594
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities)
1,174,979
1,250,259
Deferred revenue
329,718
325,665
Total Current Liabilities
2,158,074
2,236,188
Long-term Debt, net of current portion
12,814,166
11,812,500
Long-term Operating Lease Liabilities, net of current portion
2,453,935
2,562,394
Other Long-term Liabilities
257,497
237,590
Deferred Income Taxes
231,150
235,410
Commitments and Contingencies
Redeemable Noncontrolling Interests
184,861
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 293,298,465 and 292,142,739 shares as of June 30, 2024 and December 31, 2023, respectively)
2,933
2,921
Additional paid-in capital
4,555,883
4,533,691
(Distributions in excess of earnings) Earnings in excess of distributions
(4,230,599)
(3,953,808)
Accumulated other comprehensive items, net
(461,091)
(371,156)
Total Iron Mountain Incorporated Stockholders' (Deficit) Equity
(132,874)
211,648
Noncontrolling Interests
125
125
Total (Deficit) Equity
(132,749)
211,773
Total Liabilities and (Deficit) Equity
$
17,966,934
$
17,473,802
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation
302,562
254,395
Amortization (includes amortization of deferred financing costs and discounts of $12,243 and $8,095 for the six months ended June 30, 2024 and 2023, respectively)
143,737
131,161
Revenue reduction associated with amortization of customer inducements and above- and below-market leases
2,798
3,491
Stock-based compensation expense
43,928
34,882
(Benefit) provision for deferred income taxes
(442)
2,799
Loss (gain) on disposal/write-down of property, plant and equipment, net
3,179
(14,566)
Loss associated with the Clutter Acquisition
—
38,000
Foreign currency transactions and other, net
12,655
69,183
(Increase) decrease in assets
(86,117)
(31,071)
(Decrease) increase in liabilities
(21,731)
(108,858)
Cash Flows from Operating Activities
512,215
446,094
Cash Flows from Investing Activities:
Capital expenditures
(777,901)
(600,758)
Cash paid for acquisitions, net of cash acquired
(123,323)
(21,465)
Customer inducements
(3,457)
(2,630)
Contract costs
(50,800)
(39,989)
Investments in joint ventures and other investments, net
(10,190)
(15,830)
Proceeds from sales of property and equipment and other, net
5,923
35,390
Cash Flows from Investing Activities
(959,748)
(645,282)
Cash Flows from Financing Activities:
Repayment of revolving credit facility, term loan facilities and other debt
(4,896,450)
(10,087,033)
Proceeds from revolving credit facility, term loan facilities and other debt
5,843,362
9,683,880
Net proceeds from sale of senior note
—
990,000
Debt financing and equity contribution from noncontrolling interests
—
9,900
Equity distribution to noncontrolling interests
(1,209)
(2,032)
Parent cash dividends
(388,709)
(367,060)
Payment of deferred purchase obligation
(158,677)
—
Net (payments) proceeds associated with employee stock-based awards
(22,146)
(15,782)
Other, net
(6,880)
(2,046)
Cash Flows from Financing Activities
369,291
209,827
Effect of Exchange Rates on Cash and Cash Equivalents
(291)
(2,943)
(Decrease) increase in Cash and Cash Equivalents
(78,533)
7,696
Cash and Cash Equivalents, Beginning of Period
222,789
141,797
Cash and Cash Equivalents, End of Period
$
144,256
$
149,493
Supplemental Information:
Cash Paid for Interest
$
382,823
$
270,146
Cash Paid for Income Taxes, Net
$
43,099
$
46,502
Non-Cash Investing and Financing Activities:
Financing Leases and Other
$
67,996
$
61,085
Accrued Capital Expenditures
$
213,636
$
192,197
Deferred Purchase Obligations and Other Deferred Payments
$
133,813
$
9,290
Dividends Payable
$
200,318
$
192,597
The accompanying notes are an integral part of these condensed consolidated financial statements.
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 six months ended June 30, 2024 is as follows:
Balance as of December 31, 2023
$
74,762
Credit memos charged to revenue
44,137
Allowance for bad debts charged to expense
24,233
Deductions and other(1)
(64,619)
Balance as of June 30, 2024
$
78,513
(1)Primarily consists of the issuance of credit memos, the write-off of accounts receivable and the impact associated with currency translation adjustments.
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 June 30, 2024 and December 31, 2023 are as follows:
DESCRIPTION
JUNE 30, 2024
DECEMBER 31, 2023
Assets:
Operating lease right-of-use assets
$
2,593,461
$
2,696,024
Financing lease right-of-use assets, net of accumulated depreciation(1)
340,842
304,600
Liabilities:
Current
Operating lease liabilities
$
302,234
$
291,795
Financing lease liabilities(1)
42,260
39,089
Long-term
Operating lease liabilities
$
2,453,935
$
2,562,394
Financing lease liabilities(1)
336,653
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 six months ended June 30, 2024 and 2023 are as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
DESCRIPTION
2024
2023
2024
2023
Operating lease cost(1)
$
172,735
$
161,241
$
344,481
$
317,114
Financing lease cost:
Depreciation of financing lease right-of-use assets
$
12,078
$
10,202
$
23,022
$
20,210
Interest expense for financing lease liabilities
5,217
4,416
10,438
8,757
(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $39,594 and $77,688 for the three and six months ended June 30, 2024, respectively, and $34,418 and $65,998 for the three and six months ended June 30, 2023, respectively.
Other information:Supplemental cash flow information relating to our leases for the six months ended June 30, 2024 and 2023 is as follows:
SIX MONTHS ENDED JUNE 30,
CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES:
2024
2023
Operating cash flows used in operating leases
$
235,030
$
220,764
Operating cash flows used in financing leases (interest)
10,438
8,757
Financing cash flows used in financing leases
21,536
22,010
NON-CASH ITEMS:
Operating lease modifications and reassessments
$
573
$
44,779
New operating leases (including acquisitions and sale-leaseback transactions)
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 six months ended June 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
Fair value and other adjustments
963
(186)
(186)
591
Currency effects
(45,888)
(3,928)
(705)
(50,521)
Goodwill balance, net of accumulated amortization, as of June 30, 2024
$
3,867,020
$
474,816
$
757,936
$
5,099,772
Accumulated goodwill impairment balance as of June 30, 2024
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 June 30, 2024 and December 31, 2023 are as follows:
FAIR VALUE MEASUREMENTS AT JUNE 30, 2024 USING
DESCRIPTION
TOTAL CARRYING
VALUE AT
JUNE 30, 2024
QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)
SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)(2)
Money Market Funds
$
10,218
$
—
$
10,218
$
—
Time Deposits
20,762
—
20,762
—
Trading Securities
8,841
7,166
1,675
—
Derivative Assets
25,607
—
25,607
—
Derivative Liabilities
2,670
—
2,670
—
Deferred Purchase Obligations(1)
114,703
—
—
114,703
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 June 30, 2024:
Balance as of December 31, 2023
$
208,265
Additions
63,700
Payments
(158,677)
Other changes, including accretion
1,415
Balance as of June 30, 2024
$
114,703
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 June 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 six months ended June 30, 2024 (see Note 3), both of which are based on Level 3 inputs.
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 six months ended June 30, 2024 and 2023 are as follows:
THREE MONTHS ENDED JUNE 30, 2024
THREE MONTHS ENDED JUNE 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
$
(440,129)
$
11,332
$
(428,797)
$
(414,832)
$
9,064
$
(405,768)
Other comprehensive (loss) income:
Foreign currency translation and other adjustments
(31,806)
—
(31,806)
18,155
—
18,155
Change in fair value of derivative instruments
—
(488)
(488)
—
7,896
7,896
Reclassifications from accumulated other comprehensive items, net
—
—
—
—
(2,527)
(2,527)
Total other comprehensive (loss) income
(31,806)
(488)
(32,294)
18,155
5,369
23,524
End of Period
$
(471,935)
$
10,844
$
(461,091)
$
(396,677)
$
14,433
$
(382,244)
SIX MONTHS ENDED JUNE 30, 2024
SIX MONTHS ENDED JUNE 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 (loss) income:
Foreign currency translation and other adjustments
(98,307)
—
(98,307)
57,832
—
57,832
Change in fair value of derivative instruments
—
10,900
10,900
—
4,454
4,454
Reclassifications from accumulated other comprehensive items, net
—
(2,528)
(2,528)
—
(2,527)
(2,527)
Total other comprehensive (loss) income
(98,307)
8,372
(89,935)
57,832
1,927
59,759
End of Period
$
(471,935)
$
10,844
$
(461,091)
$
(396,677)
$
14,433
$
(382,244)
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 June 30, 2024 and December 31, 2023 are as follows:
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
JUNE 30, 2024
DECEMBER 31, 2023
Deferred revenue - Current
Deferred revenue
$
329,718
$
325,665
Deferred revenue - Long-term
Other Long-term Liabilities
95,605
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 six months ended June 30, 2024 and 2023 is as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Storage rental revenue
$
147,397
$
110,990
$
287,425
$
218,425
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 six months ended June 30, 2024 and 2023 is as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Stock-based compensation expense
$
29,889
$
22,373
$
43,928
$
34,882
During the six months ended June 30, 2024, we granted approximately 83,100 stock options, 644,200 RSUs and 450,700 PUs under the 2014 Plan (as defined in Note 2.t to Notes to Consolidated Financial Statements included in our Annual Report).
As of June 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 $111,128.
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 six months ended June 30, 2024 and 2023 are as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Acquisition and Integration Costs
$
9,502
$
1,511
$
17,311
$
3,106
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 six months ended June 30, 2024 and 2023 is as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023(1)
Loss (gain) on disposal/write-down of property, plant and equipment, net
$
2,790
$
(1,505)
$
3,179
$
(14,566)
(1) The gains for the six months ended June 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 six months ended June 30, 2024 and 2023 consists of the following:
(1)The losses for the three and six months ended June 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.
(2)Other, net for the six months ended June 30, 2023 consists primarily 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 the Deferred Purchase Obligation (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report).
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 six months ended June 30, 2024 and 2023 are as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024(1)
2023(2)
2024
2023(2)
Effective Tax Rate
27.8
%
78.8
%
21.1
%
24.0
%
(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three months ended June 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.
(2)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended June 30, 2023 were (i) the loss of approximately $38,000 recorded in Other, net a component of Other expense (income), net during the second quarter of 2023 to reflect the remeasurement of our previously held equity interest in the Clutter JV to fair value, for which there was no tax impact, (ii) the benefits derived from the dividends paid deduction and (iii) the differences in the tax rates to which our foreign earnings are subject.
M. INCOME (LOSS) PER SHARE—BASIC AND DILUTED
The calculations of basic and diluted income (loss) per share for the three and six months ended June 30, 2024 and 2023 are as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Net Income (Loss)
$
34,621
$
1,143
$
111,646
$
66,678
Less: Net (Loss) Income Attributable to Noncontrolling Interests
(1,162)
1,029
1,802
1,969
Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation)
$
35,783
$
114
$
109,844
$
64,709
Weighted-average shares—basic
293,340,000
291,825,000
293,043,000
291,633,000
Effect of dilutive potential stock options
2,068,000
1,322,000
1,977,000
1,269,000
Effect of dilutive potential RSUs and PUs
430,000
380,000
509,000
386,000
Weighted-average shares—diluted
295,838,000
293,527,000
295,529,000
293,288,000
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:
Basic
$
0.12
$
0.00
$
0.37
$
0.22
Diluted
$
0.12
$
0.00
$
0.37
$
0.22
Antidilutive stock options, RSUs and PUs excluded from the calculation
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
3. ACQUISITIONS
REGENCY TECHNOLOGIES
On January 3, 2024, in order to expand our asset lifecycle management ("ALM") business, we acquired 100% of RSR Partners, LLC (doing business as Regency Technologies), an information technology 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 June 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 June 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.
WEB WERKS
On July 1, 2024, we entered into an agreement with the minority shareholders of Web Werks India Private Limited to acquire the remaining interest in the Web Werks JV (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report). Pursuant to the agreement, we will acquire the remaining approximately 36.61% interest in the Web Werks JV in two separate transactions. 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 Indian rupee on the closing date of Tranche I). During the third quarter of 2024, we will recognize a charge of approximately $17,000, which will be recorded to Other expense (income), net, representing the difference between the purchase price of Tranche I and the related liability we have recorded on our Condensed Consolidated Balance Sheet at June 30, 2024. 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 $115,000, based upon the exchange rate between the United States dollar and Indian rupee as of June 30, 2024) (“Tranche II”) to acquire the remaining approximately 28.06% interest in the Web Werks JV. 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 $12,000, based upon the exchange rate between the United States dollar and Indian rupee as of June 30, 2024) if certain infrastructure goals are achieved before December 31, 2024. Any difference between the fair value of the approximately 28.06% interest and the total consideration paid will be recorded to Other expense (income), net.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
3. ACQUISITIONS (CONTINUED)
PRELIMINARY PURCHASE PRICE ALLOCATION
A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for our acquisition closed during the six months ended June 30, 2024 is as follows:
SIX MONTHS ENDED JUNE 30, 2024
Cash Paid (gross of cash acquired)
$
125,844
Deferred Purchase Obligations, Purchase Price Holdbacks and Other(1)
133,813
Total Consideration
259,657
Fair Value of Identifiable Assets Acquired(2)
156,108
Fair Value of Identifiable Liabilities Acquired
(28,241)
Goodwill Initially Recorded(3)
$
131,790
(1)Consists of the acquisition-date fair values of the Regency Deferred Purchase Obligation and the January 2025 Payment.
(2)Assets acquired include a supplier relationship intangible asset, which has a fair value of $107,500 and a weighted average life of approximately 20 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.
The preliminary purchase price allocations that are not finalized as of June 30, 2024 relate to the final assessment of the fair value of the assets acquired and the fair value of the deferred purchase obligation, which may differ materially from these preliminary estimates associated with the acquisition closed during the six months ended June 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 six months ended June 30, 2024were not material to our balance sheet or results from operations.
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 June 30, 2024 and December 31, 2023 is as follows:
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 June 30, 2024 and December 31, 2023, we have approximately $1,251,000 and $520,000, respectively, in notional value outstanding on our interest rate swap agreements, with 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 June 30, 2024 and December 31, 2023, we have approximately $509,200 in notional value outstanding on cross-currency interest rate swaps, with maturity dates ranging from August 2024 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 June 30, 2024 and December 31, 2023, by derivative instrument, are as follows:
JUNE 30, 2024
DECEMBER 31, 2023
DERIVATIVE INSTRUMENTS(1)
Assets
Liabilities
Assets
Liabilities
Cash Flow Hedges(2)
Interest rate swap agreements
$
11,898
$
(2,670)
$
1,601
$
(3,273)
Net Investment Hedges(3)
Cross-currency swap agreements
13,709
—
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 June 30, 2024, $2,074 is included within Prepaid expenses and other, $23,533 is included within Other assets and $2,670 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 June 30, 2024, cumulative net gains recorded within Accumulated other comprehensive items, net associated with our interest rate swap agreements are $10,844.
(3)As of June 30, 2024, cumulative net gains recorded within Accumulated other comprehensive items, net associated with our cross-currency swap agreements are $52,259, which include $38,550 related to the excluded component of our cross-currency swap agreements.
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 six months ended June 30, 2024 and 2023, by derivative instrument, are as follows:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
6. DEBT
Long-term debt is as follows:
JUNE 30, 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)
$
745,000
$
(4,065)
$
740,935
$
745,000
$
—
$
(4,621)
$
(4,621)
$
—
Term Loan A(1)
221,875
—
221,875
221,875
228,125
—
228,125
228,125
Term Loan B due 2026(1)
655,911
(1,874)
654,037
656,250
659,298
(2,498)
656,800
659,750
Term Loan B due 2031(1)
1,185,635
(12,369)
1,173,266
1,194,000
1,191,000
(13,026)
1,177,974
1,200,000
Virginia 3 Term Loans(2)
221,615
(3,771)
217,844
221,615
101,218
(4,641)
96,577
101,218
Virginia 4/5 Term Loans(2)
61,513
(4,286)
57,227
61,513
16,338
(5,892)
10,446
16,338
Virginia 6 Term Loans(3)
53,825
(5,585)
48,240
53,825
—
—
—
—
Australian Dollar Term Loan(2)
191,334
(365)
190,969
192,498
197,743
(482)
197,261
199,195
UK Bilateral Revolving Credit Facility(2)
177,043
—
177,043
177,043
178,239
—
178,239
178,239
GBP Notes(2)
505,836
(1,274)
504,562
492,780
509,254
(1,763)
507,491
489,108
47/8% Notes due 2027(2)
1,000,000
(4,621)
995,379
962,500
1,000,000
(5,332)
994,668
967,500
51/4% Notes due 2028(2
825,000
(4,428)
820,572
796,125
825,000
(5,019)
819,981
800,250
5% Notes due 2028(2)
500,000
(2,954)
497,046
477,500
500,000
(3,316)
496,684
478,750
7% Notes due 2029(2)
1,000,000
(9,750)
990,250
1,012,500
1,000,000
(10,813)
989,187
1,027,500
47/8% Notes due 2029(2)
1,000,000
(7,595)
992,405
937,500
1,000,000
(8,318)
991,682
945,000
51/4% Notes due 2030(2)
1,300,000
(9,151)
1,290,849
1,228,500
1,300,000
(9,903)
1,290,097
1,241,500
41/2% Notes(2)
1,100,000
(8,296)
1,091,704
990,000
1,100,000
(8,917)
1,091,083
995,500
5% Notes due 2032(2)
750,000
(10,553)
739,447
682,500
750,000
(11,206)
738,794
684,375
55/8% Notes(2)
600,000
(4,695)
595,305
565,500
600,000
(4,985)
595,015
567,000
Real Estate Mortgages, Financing Lease Liabilities and Other
568,267
(638)
567,629
568,267
519,907
(403)
519,504
519,907
Accounts Receivable Securitization Program(3)
373,800
(809)
372,991
373,800
358,500
(317)
358,183
358,183
Total Long-term Debt
13,036,654
(97,079)
12,939,575
12,034,622
(101,452)
11,933,170
Less Current Portion
(125,409)
—
(125,409)
(120,670)
—
(120,670)
Long-term Debt, Net of Current Portion
$
12,911,245
$
(97,079)
$
12,814,166
$
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 two term loan B facilities (the "Term Loan B due 2026" and the "Term Loan B due 2031"). The remaining amount available for borrowing under the Revolving Credit Facility as of June 30, 2024 was $1,496,102 (which represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 7.2% as of June 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 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 June 30, 2024).
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 $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. Quarterly principal payments of approximately $4,500 on the Term Loan B due 2031 will commence 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 quarter ended June 30, 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 JUNE 30, 2024
DIRECT OBLIGOR
CONTRACTUAL INTEREST RATE
UNUSED COMMITMENT FEE
MATURITY DATE(1)
Virginia 6 Term Loans(2)
$
210,000
$
53,825
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 twoone-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 June 30, 2024, the interest rate in effect under the Virginia 6 Credit Agreement was 5.3%.
(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.
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
$373,800
INTEREST RATE
6.4%
As of June 30, 2024
LETTERS OF CREDIT
As of June 30, 2024, we had outstanding letters of credit totaling $58,880, of which $8,898 reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between July 2024 and May 2027.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
6. DEBT (CONTINUED)
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 June 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 $15,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangement.
8. STOCKHOLDERS' EQUITY MATTERS
In fiscal year 2023 and the six months ended June 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
On August 1, 2024, we declared a dividend to our stockholders of record as of September 16, 2024 of $0.715 per share, payable on October 3, 2024.
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 six months of 2024 have been incorporated into our existing reportable segments.
An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024 and 2023 is as follows:
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
Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.
A reconciliation of Net Income (Loss) to Adjusted EBITDA on a consolidated basis for the three and six months ended June 30, 2024 and 2023 is as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Net Income (Loss)
$
34,621
$
1,143
$
111,646
$
66,678
Add/(Deduct):
Interest expense, net
176,521
144,178
341,040
281,347
Provision (benefit) for income taxes
13,319
4,255
29,928
21,013
Depreciation and amortization
224,501
195,367
434,056
377,461
Acquisition and Integration Costs
9,502
1,511
17,311
3,106
Restructuring and other transformation
46,513
45,588
87,280
82,501
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
2,790
(1,505)
3,179
(14,566)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures
4,532
58,694
(8,578)
76,185
Stock-based compensation expense
29,889
22,373
43,928
34,882
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
9. SEGMENT INFORMATION (CONTINUED)
Information as to our revenues by product and service lines by segment for the three and six months ended June 30, 2024 and 2023 is as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Global RIM Business
Records Management(1)
$
974,480
$
898,634
$
1,911,132
$
1,766,622
Data Management(1)
131,073
130,251
263,123
259,845
Information Destruction(1)(2)
145,024
130,982
286,479
259,926
Data Center(1)
—
—
—
—
Global Data Center Business
Records Management(1)
$
—
$
—
$
—
$
—
Data Management(1)
—
—
—
—
Information Destruction(1)
—
—
—
—
Data Center(1)
152,702
118,033
296,639
230,338
Corporate and Other
Records Management(1)
$
40,996
$
37,409
$
80,068
$
71,757
Data Management(1)
—
—
—
—
Information Destruction(1)(3)
90,134
42,627
173,831
83,797
Data Center(1)
—
—
—
—
Total Consolidated
Records Management(1)
$
1,015,476
$
936,043
$
1,991,200
$
1,838,379
Data Management(1)
131,073
130,251
263,123
259,845
Information Destruction(1)(2)(3)
235,158
173,609
460,310
343,723
Data Center(1)
152,702
118,033
296,639
230,338
(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.
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 six months ended June 30, 2024 and 2023 is as follows (approximately):
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Frankfurt JV Agreements(1)
$
2,100
$
800
$
2,500
$
1,700
Clutter Agreement(2)
—
7,000
—
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 six months ended June 30, 2024 and 2023, and from the inception of Project Matterhorn through June 30, 2024, is as follows:
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 six months ended June 30, 2024 and 2023, and from the inception of Project Matterhorn through June 30, 2024, is as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
FROM THE INCEPTION
OF PROJECT
MATTERHORN THROUGH
JUNE 30, 2024
2024
2023
2024
2023
Global RIM Business
$
12,643
$
15,000
$
22,784
$
24,525
$
82,589
Global Data Center Business
2,572
—
2,576
78
3,096
Corporate and Other
1,121
1,127
1,702
3,481
11,988
Total restructuring costs
$
16,336
$
16,127
$
27,062
$
28,084
$
97,673
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 six months ended June 30, 2024 and 2023, and from the inception of Project Matterhorn through June 30, 2024, is as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
FROM THE INCEPTION
OF PROJECT
MATTERHORN THROUGH
JUNE 30, 2024
2024
2023
2024
2023
Global RIM Business
$
10,374
$
4,958
$
19,344
$
8,443
$
51,614
Global Data Center Business
1,272
498
2,663
1,368
7,685
Corporate and Other
18,531
24,005
38,211
44,606
147,456
Total other transformation costs
$
30,177
$
29,461
$
60,218
$
54,417
$
206,755
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 June 30, 2024, is as follows:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 2024 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and six months ended June 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.
The following discussions set forth, for the periods indicated, management's discussion and analysis of financial condition and results of operations. Significant trends and changes are discussed for the three and six months ended June 30, 2024 within each section. Trends and changes that are consistent for both the three and six month periods are not repeated and are discussed on a year to date basis only.
PROJECT 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 in 2024 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 in 2024 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 six months ended June 30, 2024 consists of the following:
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
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 JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Net Income (Loss)
$
34,621
$
1,143
$
111,646
$
66,678
Add/(Deduct):
Interest expense, net
176,521
144,178
341,040
281,347
Provision (benefit) for income taxes
13,319
4,255
29,928
21,013
Depreciation and amortization
224,501
195,367
434,056
377,461
Acquisition and Integration Costs(1)
9,502
1,511
17,311
3,106
Restructuring and other transformation
46,513
45,588
87,280
82,501
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
2,790
(1,505)
3,179
(14,566)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures
4,532
58,694
(8,578)
76,185
Stock-based compensation expense
29,889
22,373
43,928
34,882
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures
2,173
4,054
3,426
7,859
Adjusted EBITDA
$
544,361
$
475,658
$
1,063,216
$
936,466
(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").
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
•Amortization related to the write-off of certain customer relationship intangible assets
•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
We do not believe these excluded items to be indicative of our ongoing operating results, and they are not considered when we are forecasting our future results. We believe Adjusted EPS is of value to our current and potential investors when comparing our results from past, present and future periods.
RECONCILIATION OF REPORTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED TO ADJUSTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated
$
0.12
$
0.00
$
0.37
$
0.22
Add/(Deduct):
Acquisition and Integration Costs
0.03
0.01
0.06
0.01
Restructuring and other transformation
0.16
0.16
0.30
0.28
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
0.01
(0.01)
0.01
(0.05)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures
0.02
0.20
(0.03)
0.26
Stock-based compensation expense
0.10
0.08
0.15
0.12
Non-cash amortization related to derivative instruments
0.01
0.02
0.03
0.04
Tax impact of reconciling items and discrete tax items(1)
(0.03)
(0.05)
(0.04)
(0.06)
Income (Loss) Attributable to Noncontrolling Interests
—
—
0.01
0.01
Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2)
$
0.42
$
0.40
$
0.85
$
0.83
(1)The differences between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and six months ended June 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 six months ended June 30, 2024 and 2023 was 14.5% and 14.0%, 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.
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
RECONCILIATION OF NET INCOME (LOSS) TO FFO (NAREIT) AND FFO (NORMALIZED) (IN THOUSANDS):
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Net Income (Loss)
$
34,621
$
1,143
$
111,646
$
66,678
Add/(Deduct):
Real estate depreciation
97,771
81,558
181,344
157,687
Loss (gain) on sale of real estate, net of tax
579
(1,853)
(615)
(17,599)
Data center lease-based intangible assets amortization
5,571
4,907
11,147
11,036
Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures
1,112
562
1,553
694
FFO (Nareit)
139,654
86,317
305,075
218,496
Add/(Deduct):
Acquisition and Integration Costs
9,502
1,511
17,311
3,106
Restructuring and other transformation
46,513
45,588
87,280
82,501
Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)
2,211
(1,417)
4,029
3,133
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)
4,532
58,694
(8,578)
76,185
Stock-based compensation expense
29,889
22,373
43,928
34,882
Non-cash amortization related to derivative instruments
4,177
5,817
8,353
11,651
Real estate financing lease depreciation
3,236
3,008
6,222
5,996
Tax impact of reconciling items and discrete tax items(2)
(8,643)
(13,278)
(12,813)
(18,491)
Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures
(50)
(500)
(9)
(274)
FFO (Normalized)
$
231,021
$
208,113
$
450,798
$
417,185
(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 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. Discrete tax items resulted in a (benefit) provision for income taxes of ($1.6 million) and ($0.5 million) for the three and six months ended June 30, 2024, respectively, and $(5.0) million and $(5.5) million for the three and six months ended June 30, 2023, respectively.
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 SIX MONTHS ENDED JUNE 30, 2024 TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 (IN THOUSANDS):
THREE MONTHS ENDED JUNE 30,
DOLLAR CHANGE
PERCENTAGE CHANGE
2024
2023
Revenues
$
1,534,409
$
1,357,936
$
176,473
13.0
%
Operating Expenses
1,304,115
1,145,410
158,705
13.9
%
Operating Income
230,294
212,526
17,768
8.4
%
Other Expenses, Net
195,673
211,383
(15,710)
(7.4)
%
Net Income (Loss)
34,621
1,143
33,478
2,929.0
%
Net (Loss) Income Attributable to Noncontrolling Interests
(1,162)
1,029
(2,191)
(212.9)
%
Net Income (Loss) Attributable to Iron Mountain Incorporated
$
35,783
$
114
$
35,669
31,288.6
%
Adjusted EBITDA(1)
$
544,361
$
475,658
$
68,703
14.4
%
Adjusted EBITDA Margin(1)
35.5
%
35.0
%
SIX MONTHS ENDED JUNE 30,
DOLLAR CHANGE
PERCENTAGE CHANGE
2024
2023
Revenues
$
3,011,272
$
2,672,285
$
338,987
12.7
%
Operating Expenses
2,535,355
2,219,097
316,258
14.3
%
Operating Income
475,917
453,188
22,729
5.0
%
Other Expenses, Net
364,271
386,510
(22,239)
(5.8)
%
Net Income (Loss)
111,646
66,678
44,968
67.4
%
Net Income (Loss) Attributable to Noncontrolling Interests
1,802
1,969
(167)
(8.5)
%
Net Income (Loss) Attributable to Iron Mountain Incorporated
$
109,844
$
64,709
$
45,135
69.8
%
Adjusted EBITDA(1)
$
1,063,216
$
936,466
$
126,750
13.5
%
Adjusted EBITDA Margin(1)
35.3
%
35.0
%
(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.
Total revenues consist of the following (in thousands):
THREE MONTHS ENDED JUNE 30,
PERCENTAGE CHANGE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT
CURRENCY(1)
ORGANIC
GROWTH(2)
IMPACT OF ACQUISITIONS
Storage Rental
$
919,746
$
830,756
$
88,990
10.7
%
11.5
%
10.1
%
1.4
%
Service
614,663
527,180
87,483
16.6
%
17.3
%
9.4
%
7.9
%
Total Revenues
$
1,534,409
$
1,357,936
$
176,473
13.0
%
13.8
%
9.8
%
4.0
%
SIX MONTHS ENDED JUNE 30,
PERCENTAGE CHANGE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT
CURRENCY(1)
ORGANIC
GROWTH(2)
IMPACT OF ACQUISITIONS
Storage Rental
$
1,804,588
$
1,640,845
$
163,743
10.0
%
10.3
%
8.8
%
1.5
%
Service
1,206,684
1,031,440
175,244
17.0
%
17.3
%
9.5
%
7.8
%
Total Revenues
$
3,011,272
$
2,672,285
$
338,987
12.7
%
13.0
%
9.1
%
3.9
%
(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 six months ended June 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 six months ended June 30, 2024 compared to the six months ended June 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 $67.4 million due to our recent acquisition of Regency Technologies.
Cost of sales (excluding depreciation and amortization) consists of the following expenses (in thousands):
THREE MONTHS ENDED JUNE 30,
PERCENTAGE CHANGE
% OF TOTAL REVENUES
PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
2024
2023
Labor
$
264,168
$
224,398
$
39,770
17.7
%
18.7
%
17.2
%
16.5
%
0.7
%
Facilities
276,317
255,535
20,782
8.1
%
8.8
%
18.0
%
18.8
%
(0.8)
%
Transportation
44,983
41,147
3,836
9.3
%
10.2
%
2.9
%
3.0
%
(0.1)
%
Product Cost of Sales and Other
90,503
71,564
18,939
26.5
%
27.2
%
5.9
%
5.3
%
0.6
%
Total Cost of sales
$
675,971
$
592,644
$
83,327
14.1
%
14.9
%
44.1
%
43.6
%
0.5
%
SIX MONTHS ENDED JUNE 30,
PERCENTAGE CHANGE
% OF TOTAL REVENUES
PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
2024
2023
Labor
$
515,499
$
443,929
$
71,570
16.1
%
16.4
%
17.1
%
16.6
%
0.5
%
Facilities
553,144
496,225
56,919
11.5
%
11.6
%
18.4
%
18.6
%
(0.2)
%
Transportation
90,303
81,122
9,181
11.3
%
11.9
%
3.0
%
3.0
%
—
%
Product Cost of Sales and Other
170,280
142,994
27,286
19.1
%
19.4
%
5.7
%
5.4
%
0.3
%
Total Cost of sales
$
1,329,226
$
1,164,270
$
164,956
14.2
%
14.4
%
44.1
%
43.6
%
0.5
%
Primary factors influencing the change in reported Cost of sales for the six months ended June 30, 2024 compared to the six months ended June 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 and building maintenance costs; and
•an increase in product cost of sales in our ALM business as a result of component price increases and our recent acquisition of Regency Technologies.
Selling, general and administrative expenses consists of the following expenses (in thousands):
THREE MONTHS ENDED JUNE 30,
PERCENTAGE CHANGE
% OF TOTAL REVENUES
PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
2024
2023
General, Administrative and Other
$
250,570
$
217,965
$
32,605
15.0
%
15.9
%
16.3
%
16.1
%
0.2
%
Sales, Marketing and Account Management
94,268
93,840
428
0.5
%
1.1
%
6.1
%
6.9
%
(0.8)
%
Total Selling, general and administrative expenses
$
344,838
$
311,805
$
33,033
10.6
%
11.4
%
22.5
%
23.0
%
(0.5)
%
SIX MONTHS ENDED JUNE 30,
PERCENTAGE CHANGE
% OF TOTAL REVENUES
PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
2024
2023
General, Administrative and Other
$
485,612
$
424,988
$
60,624
14.3
%
14.7
%
16.1
%
15.9
%
0.2
%
Sales, Marketing and Account Management
178,691
181,337
(2,646)
(1.5)
%
(1.3)
%
5.9
%
6.8
%
(0.9)
%
Total Selling, general and administrative expenses
$
664,303
$
606,325
$
57,978
9.6
%
9.9
%
22.1
%
22.7
%
(0.6)
%
Primary factors influencing the change in reported Selling, general and administrative expenses for the six months ended June 30, 2024 compared to the six months ended June 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 $48.2 million, or 18.9%, for the six months ended June 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 $8.4 million, or 6.8%, for the six months ended June 30, 2024 compared to the prior year period.
ACQUISITION AND INTEGRATION COSTS
Acquisition and Integration Costs for the six months ended June 30, 2024 and 2023 were approximately $17.3 million and $3.1 million, respectively.
RESTRUCTURING AND OTHER TRANSFORMATION
Restructuring and other transformation costs for the six months ended June 30, 2024 and 2023 were $87.3 million and $82.5 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 six months ended June 30, 2024 and 2023 was approximately $3.2 million and $(14.6) million, respectively.
Interest expense, net increased by $59.7 million to $341.0 million in the six months ended June 30, 2024 from $281.3 million in the prior year period. The increase is primarily due to higher average debt outstanding during the six months ended June 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 5.4% at June 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 six months ended June 30, 2024 and 2023 consists of the following (in thousands):
THREE MONTHS ENDED JUNE 30,
DOLLAR CHANGE
SIX MONTHS ENDED JUNE 30,
DOLLAR CHANGE
DESCRIPTION
2024
2023
2024
2023
Foreign currency transaction losses (gains), net
$
1,013
$
15,063
$
(14,050)
$
(15,366)
$
29,487
$
(44,853)
Other, net
4,820
47,887
(43,067)
8,669
54,663
(45,994)
Other Expense (Income), Net
$
5,833
$
62,950
$
(57,117)
$
(6,697)
$
84,150
$
(90,847)
PROVISION FOR INCOME TAXES
We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our effective tax rates for the three and six months ended June 30, 2024 and 2023 are as follows:
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
2024
2023
2024
2023
Effective Tax Rate
27.8
%
78.8
%
21.1
%
24.0
%
The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three months ended June 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.
The following table reflects the effect of the foregoing factors on our net income (loss) and Adjusted EBITDA (in thousands):
THREE MONTHS ENDED JUNE 30,
DOLLAR CHANGE
PERCENTAGE CHANGE
2024
2023
Net Income (Loss)
$
34,621
$
1,143
$
33,478
2,929.0
%
Net Income (Loss) as a percentage of Revenue
2.3
%
0.1
%
Adjusted EBITDA
$
544,361
$
475,658
$
68,703
14.4
%
Adjusted EBITDA Margin
35.5
%
35.0
%
SIX MONTHS ENDED JUNE 30,
DOLLAR CHANGE
PERCENTAGE CHANGE
2024
2023
Net Income (Loss)
$
111,646
$
66,678
$
44,968
67.4
%
Net Income (Loss) as a percentage of Revenue
3.7
%
2.5
%
Adjusted EBITDA
$
1,063,216
$
936,466
$
126,750
13.5
%
Adjusted EBITDA Margin
35.3
%
35.0
%
Adjusted EBITDA Margin for the six months ended June 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.
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 JUNE 30,
PERCENTAGE CHANGE
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
ORGANIC GROWTH
IMPACT OF ACQUISITIONS
2024
2023
Storage Rental
$
756,358
$
704,011
$
52,347
7.4
%
8.3
%
7.7
%
0.6
%
Service
494,219
455,856
38,363
8.4
%
9.2
%
8.3
%
0.9
%
Segment Revenue
$
1,250,577
$
1,159,867
$
90,710
7.8
%
8.7
%
7.9
%
0.8
%
Segment Adjusted EBITDA
$
548,742
$
499,062
$
49,680
Segment Adjusted EBITDA Margin
43.9
%
43.0
%
SIX MONTHS ENDED JUNE 30,
PERCENTAGE CHANGE
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
ORGANIC GROWTH
IMPACT OF ACQUISITIONS
2024
2023
Storage Rental
$
1,485,342
$
1,391,680
$
93,662
6.7
%
7.1
%
6.4
%
0.7
%
Service
975,392
894,713
80,679
9.0
%
9.4
%
8.6
%
0.8
%
Segment Revenue
$
2,460,734
$
2,286,393
$
174,341
7.6
%
8.0
%
7.3
%
0.7
%
Segment Adjusted EBITDA
$
1,075,010
$
976,846
$
98,164
Segment Adjusted EBITDA Margin
43.7
%
42.7
%
SIX 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 six months ended June 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 100 basis point increase in Adjusted EBITDA Margin primarily driven by ongoing cost containment measures and revenue management.
SIX 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 six months ended June 30, 2024 compared to the prior year period include the following:
•organic storage rental revenue growth from leases that commenced during the first six months of 2024 and in prior periods, improved pricing and higher pass-through power costs, partially offset by churn of approximately 210 basis points;
•an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and
•a 230 basis point decrease in Adjusted EBITDA Margin reflecting higher pass-through power costs and higher overhead costs.
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 six months ended June 30, 2024 compared to the prior year period include the following:
•an increase in service revenue of $67.4 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.
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 six months ended June 30, 2024 and from the inception of Project Matterhorn through June 30, 2024, were approximately $87.3 million and $304.4 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 six months ended June 30,
2024
2023
Cash Flows from Operating Activities
$
512,215
$
446,094
Cash Flows from Investing Activities
(959,748)
(645,282)
Cash Flows from Financing Activities
369,291
209,827
Cash and Cash Equivalents, End of Period
144,256
149,493
A. CASH FLOWS FROM OPERATING ACTIVITIES
For the six months ended June 30, 2024, net cash flows provided by operating activities increased by $66.1 million compared to the prior year period, primarily due to an increase in net income (excluding non-cash charges) of $34.0 million and an increase in cash from working capital of $32.1 million, driven by the timing of accrued expenses.
B. CASH FLOWS FROM INVESTING ACTIVITIES
Our significant investing activity during the six months ended June 30, 2024 included:
•Cash paid for capital expenditures of $777.9 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.
•Cash paid for acquisitions, net of cash acquired, of $123.3 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 six months ended June 30, 2024 included:
•Net proceeds of approximately $946.9 million primarily associated with borrowings under the Revolving Credit Facility.
•Payment of dividends in the amount of $388.7 million on our common stock.
•Payment on deferred purchase obligations of $158.7 million.
The following table presents our capital spend for the six months ended June 30, 2024 and 2023, organized by the type of the spending as described in our Annual Report (in thousands):
SIX MONTHS ENDED JUNE 30,
NATURE OF CAPITAL SPEND
2024
2023
Growth Investment Capital Expenditures:
Data Center
$
571,388
$
417,861
Real Estate
92,957
104,862
Innovation and Other
34,701
37,644
Total Growth Investment Capital Expenditures
699,046
560,367
Recurring Capital Expenditures:
Data Center
$
5,366
$
6,415
Real Estate
23,908
19,552
Non-Real Estate
36,439
34,662
Total Recurring Capital Expenditures
65,713
60,629
Total Capital Spend (on accrual basis)
$
764,759
$
620,996
Net (decrease) increase in prepaid capital expenditures
(7,537)
(630)
Net decrease (increase) in accrued capital expenditures
20,679
(19,608)
Total Capital Spend (on cash basis)
$
777,901
$
600,758
Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $1,500.0 million for the year ending December 31, 2024. Of this, we expect capital expenditures for growth investment of approximately $1,350.0 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 six months of 2024 and fiscal year 2023.
On August 1, 2024, we declared a dividend to our stockholders of record as of September 16, 2024 of $0.715 per share, payable on October 3, 2024.
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 June 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 June 30, 2024 is as follows (in thousands):
JUNE 30, 2024
DEBT (INCLUSIVE OF DISCOUNT)
UNAMORTIZED DEFERRED FINANCING COSTS
CARRYING AMOUNT
Revolving Credit Facility(1)
$
745,000
$
(4,065)
$
740,935
Term Loan A(1)
221,875
—
221,875
Term Loan B due 2026(1)
655,911
(1,874)
654,037
Term Loan B due 2031(1)
1,185,635
(12,369)
1,173,266
Virginia 3 Term Loans(2)
221,615
(3,771)
217,844
Virginia 4/5 Term Loans(2)
61,513
(4,286)
57,227
Virginia 6 Term Loans
53,825
(5,585)
48,240
Australian Dollar Term Loan(2)
191,334
(365)
190,969
UK Bilateral Revolving Credit Facility(2)
177,043
—
177,043
GBP Notes(2)
505,836
(1,274)
504,562
47/8% Notes due 2027(2)
1,000,000
(4,621)
995,379
51/4% Notes due 2028(2)
825,000
(4,428)
820,572
5% Notes due 2028(2)
500,000
(2,954)
497,046
7% Notes due 2029(2)
1,000,000
(9,750)
990,250
47/8% Notes due 2029(2)
1,000,000
(7,595)
992,405
51/4% Notes due 2030(2)
1,300,000
(9,151)
1,290,849
41/2% Notes(2)
1,100,000
(8,296)
1,091,704
5% Notes due 2032(2)
750,000
(10,553)
739,447
55/8% Notes(2)
600,000
(4,695)
595,305
Real Estate Mortgages, Financing Lease Liabilities and Other
568,267
(638)
567,629
Accounts Receivable Securitization Program
373,800
(809)
372,991
Total Long-term Debt
13,036,654
(97,079)
12,939,575
Less Current Portion
(125,409)
—
(125,409)
Long-term Debt, Net of Current Portion
$
12,911,245
$
(97,079)
$
12,814,166
(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 two term loan B facilities (the "Term Loan B due 2026" and the "Term Loan B due 2031"). 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.
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.
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 $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 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. Quarterly principal payments of approximately $4.5 million on the Term Loan B due 2031 will commence 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 quarter ended June 30, 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 JUNE 30, 2024
DIRECT OBLIGOR
CONTRACTUAL INTEREST RATE
UNUSED COMMITMENT FEE
MATURITY DATE(1)
Virginia 6 Term Loans(2)
$
210,000
$
53,825
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 June 30, 2024, the interest rate in effect under the Virginia 6 Credit Agreement was 5.3%.
(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.
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 June 30, 2024, we had outstanding letters of credit totaling $58.9 million, of which $8.9 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between July 2024 and May 2027.
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 June 30, 2024 are as follows:
JUNE 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 June 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 the one-month 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 June 30, 2024 and December 31, 2023, we have approximately $1,251.0 million and $520.0 million, respectively, in notional value outstanding on our interest rate swap agreements, with maturity dates ranging from October 2025 through May 2027.
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 June 30, 2024 and December 31, 2023, we have approximately $509.2 million in notional value outstanding on cross-currency interest rate swaps, with maturity dates ranging from August 2024 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.
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 June 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 June 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.
WEB WERKS
On July 1, 2024, we entered into an agreement with the minority shareholders of Web Werks India Private Limited to acquire the remaining interest in the Web Werks JV (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report). Pursuant to the agreement, we will acquire the remaining approximately 36.61% interest in the Web Werks JV in two separate transactions. 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 Indian rupee on the closing date of Tranche I). During the third quarter of 2024, we will recognize a charge of approximately $17.0 million, which will be recorded to Other expense (income), net, representing the difference between the purchase price of Tranche I and the related liability we have recorded on our Condensed Consolidated Balance Sheet at June 30, 2024. 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 $115.0 million, based upon the exchange rate between the United States dollar and Indian rupee as of June 30, 2024) (“Tranche II”) to acquire the remaining approximately 28.06% interest in the Web Werks JV. 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 $12.0 million, based upon the exchange rate between the United States dollar and Indian rupee as of June 30, 2024) if certain infrastructure goals are achieved before December 31, 2024. Any difference between the fair value of the approximately 28.06% interest and the total consideration paid will be recorded to Other expense (income), net.
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 June 30, 2024 and December 31, 2023 is as follows (in thousands):
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act.
As of June 30, 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 June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not sell any unregistered equity securities during the three months ended June 30, 2024, nor did we repurchase any shares of our common stock during the three months ended June 30, 2024.
ITEM 5. OTHER INFORMATION
On May 3, 2024, Ms. Deborah Marson, our Executive Vice President, General Counsel and Secretary, adopted a 10b5-1 trading plan to exercise options to purchase up to 4,636 shares of our common stock and sell up to 29,836 shares of our common stock between August 9, 2024 and March 31, 2025. Ms. Marson’s plan will terminate on the earlier of (i) March 31, 2025 and (ii) the date that all trades under the plan are completed.
On June 12, 2024, Mr. Walter Rakowich, a member of our board of directors, adopted a 10b5-1 trading plan to sell up to 40% of the gross shares to be acquired upon vesting of his 2025 and 2026 annual equity awards between May 28, 2025 and June 30, 2026. Mr. Rakowich’s plan will terminate on the earlier of (i) June 30, 2026 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.
ITEM 6. EXHIBITS
(A) EXHIBITS
Certain exhibits indicated below are incorporated by reference to documents we have filed with the SEC.
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.
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.
