Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

99K characters. Original on sec.gov · Markdown

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, 2022 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and six months ended June 30, 2022, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 24, 2022 (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), incorporate alternative technologies into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand internationally and manage our international operations, complete acquisitions on satisfactory terms, integrate acquired companies efficiently and transition to more sustainable sources of energy;

  • changes in customer preferences and demand for our storage and information management services, including as a result of the shift from paper and tape storage to alternative technologies that require less physical space;

  • the impact of our distribution requirements on our ability to execute our business plan;

  • the severity and duration of the COVID-19 pandemic and its effects on the global economy, including its effects on us, the markets we serve and our customers and the third parties with whom we do business within those markets;

  • our ability to fund capital expenditures;

  • our ability to remain qualified for taxation as a real estate investment trust for United States federal income tax purposes ("REIT");

  • the costs of complying with and our ability to comply with laws, regulations and customer requirements, including those relating to data privacy and cybersecurity issues, as well as fire and safety and environmental standards;

  • the impact of attacks on our internal information technology ("IT") systems, including the impact of such incidents on our reputation and ability to compete and any litigation or disputes that may arise in connection with such incidents;

  • changes in the political and economic environments in the countries in which our international subsidiaries operate and changes in the global political climate, particularly as we consolidate operations and move records and data across borders;

  • our ability to raise debt or equity capital and changes in the cost of our debt;

  • our ability to comply with our existing debt obligations and restrictions in our debt instruments;

  • the impact of service interruptions or equipment damage and the cost of power on our data center operations;

  • the cost or potential liabilities associated with real estate necessary for our business;

  • failures to implement and manage new IT systems;

  • unexpected events, including those resulting from climate change or geopolitical events, could disrupt our operations and adversely affect our reputation and results of operations;

  • other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated; and

  • the other risks described in our periodic reports filed with the SEC, including under the caption "Risk Factors" in Part I, Item 1A of our Annual Report.

Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this report.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q32

Part I. Financial Information

OVERVIEW

The following discussions set forth, for the periods indicated, management's discussion and analysis of financial condition and results of operations. Significant trends and changes are discussed for the three and six months ended June 30, 2022 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 SUMMIT

In October 2019, we announced our global program designed to better position us for future growth and achievement of our strategic objectives ("Project Summit") which we completed as of December 31, 2021. Project Summit has improved annual Adjusted EBITDA (as defined below) by approximately $375.0 million exiting 2021, of which approximately $160.0 million and $165.0 million were realized in 2021 and 2020, respectively, with the remainder to come in 2022.

ACQUISITION OF ITRENEW

On January 25, 2022, in order to expand our asset lifecycle management ("ALM") operations, we acquired an approximately 80% interest in Intercept Parent, Inc. ("ITRenew"). From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. ITRenew is presented in Corporate and Other Business and primarily operates in the United States. See Acquisitions within the Liquidity and Capital Resources section below for additional information.

DIVESTMENTS AND DECONSOLIDATIONS

IPM DIVESTMENT

On June 7, 2021, we sold our Intellectual Property Management ("IPM") business, also known as our technology escrow services business, which we predominantly operated in the United States, for total gross consideration of approximately $215.4 million (the "IPM Divestment"). We have concluded that the IPM Divestment does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as our decision to divest this business does not represent a strategic shift that will have a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with this business are presented as a component of operating income (loss) in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and the cash flows associated with this business is presented as a component of cash flows from operations in our Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021. Our IPM business represented approximately $6.0 million and $14.2 million of total revenues and approximately $2.5 million and $6.8 million of total net income for the three and six months ended June 30, 2021, respectively.

DECONSOLIDATIONS

On March 24, 2022, as a result of our loss of control, we deconsolidated the businesses included in the acquisition of OSG Records Management (Europe) Limited, excluding Ukraine. We recognized a loss of approximately $105.8 million associated with the deconsolidation to Other expense (income), net in the first quarter of 2022 representing the difference between the net asset value prior to the deconsolidation and subsequent remeasurement of the retained investment to fair value of zero. We have concluded that the deconsolidation does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as it does not represent a strategic shift that will have a major effect on our operations and financial results. Accordingly, the revenues and expenses associated with these businesses are presented as a component of operating income (loss) in our Condensed Consolidated Statements of Operations through the date of deconsolidation and the cash flows associated with these businesses are presented as a component of cash flows from operations in our Condensed Consolidated Statements of Cash Flows through the date of the deconsolidation. These businesses represented approximately $44.9 million of total revenues and $7.2 million of total net income for the year ended December 31, 2021.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q33

Part I. Financial Information

GENERAL

RESULTS OF OPERATIONS - KEY TRENDS

  • We have experienced steady volume in our Global RIM Business segment, with organic storage rental revenue growth driven primarily by revenue management. We expect organic storage rental revenue growth to benefit from revenue management and volume to be relatively stable in the near term.

  • Our organic service revenue growth is primarily due to increases in our service activity. We expect organic service revenue growth in 2022 to benefit from our new and existing digital offerings, as well as our traditional services.

  • We expect total revenue and Adjusted EBITDA growth to accelerate in 2022 with continued focus on new product and service offerings, innovation, customer solutions and market expansion.

  • We expect the impact of a stronger US dollar to create headwinds on reported total revenue and Adjusted EBITDA growth against prior periods through the remainder of 2022 and into 2023.

Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the six months ended June 30, 2022 consists of the following:

COST OF SALESSELLING, GENERAL AND ADMINISTRATIVE EXPENSES
irm-20220630_g4.jpgirm-20220630_g5.jpg

NON-GAAP MEASURES

ADJUSTED EBITDA

We define Adjusted EBITDA as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:

EXCLUDED
•Acquisition and Integration Costs (as defined below) •Restructuring Charges (as defined below) •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)•Other (income) expense, net •Stock-based compensation expense

Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by total revenues. We also show Adjusted EBITDA and Adjusted EBITDA Margin for each of our reportable segments under "Results of Operations – Segment Analysis" below.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q34

Part I. Financial Information

irm-20220630_g6.jpg

Adjusted EBITDA excludes both interest expense, net and the provision (benefit) for income taxes. These expenses are associated with our capitalization and tax structures, which we do not consider when evaluating the operating profitability of our core operations. Adjusted EBITDA does not include depreciation and amortization expenses, in order to eliminate the impact of capital investments, which we evaluate by comparing capital expenditures to incremental revenue generated and as a percentage of total revenues. Adjusted EBITDA and Adjusted EBITDA Margin should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as operating income, net income (loss) or cash flows from operating activities (as determined in accordance with GAAP).

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (IN THOUSANDS):

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2022202120222021
Net Income (Loss)$201,858$276,522$243,565$323,153
Add/(Deduct):
Interest expense, net115,057105,220229,499209,642
Provision (benefit) for income taxes18,083110,41628,163125,056
Depreciation and amortization178,254166,685361,869332,327
Acquisition and Integration Costs(1)16,8782,27732,5392,277
Restructuring Charges(2)—39,443—79,254
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)(51,249)(128,935)(51,954)(133,386)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(46,103)(189,605)7,412(187,484)
Stock-based compensation expense20,25622,53631,59733,269
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures1,6721,0723,0102,088
Adjusted EBITDA$454,706$405,631$885,700$786,196

(1) Represent operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance, facility upgrade and system integration costs (collectively, "Acquisition and Integration Costs"). Acquisition and Integration Costs do not include costs associated with the formation of joint ventures or costs associated with the acquisition of customer relationships.

(2) Represent operating expenses associated with the implementation of Project Summit that primarily consisted of: (i) employee severance costs; (ii) internal costs associated with the development and implementation of Project Summit initiatives; (iii) professional fees, primarily related to third party consultants who assisted with the design and execution of various initiatives as well as project management activities and (iv) system implementation and data conversion costs.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q35

Part I. Financial Information

ADJUSTED EPS

We define Adjusted EPS as reported earnings per share fully diluted from net income (loss) attributable to Iron Mountain Incorporated (inclusive of our share of adjusted losses (gains) from our unconsolidated joint ventures) and excluding certain items, specifically:

EXCLUDED
•Acquisition and Integration Costs •Restructuring Charges •Amortization related to the write-off of certain customer relationship intangible assets •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)•Other (income) expense, net •Stock-based compensation expense •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,
2022202120222021
Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated$0.68$0.95$0.83$1.11
Add/(Deduct):
Acquisition and Integration Costs0.060.010.110.01
Restructuring Charges—0.14—0.27
Amortization related to the write-off of certain customer relationship intangible assets——0.02—
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)(0.18)(0.44)(0.18)(0.46)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(0.16)(0.65)0.03(0.65)
Stock-based compensation expense0.070.080.110.11
Tax impact of reconciling items and discrete tax items(1)(0.03)0.31(0.07)0.30
Net Income (Loss) Attributable to Noncontrolling Interests0.01——0.01
Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2)$0.46$0.38$0.85$0.70

(1)The difference between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and six months ended June 30, 2022 and 2021 is primarily due to (i) the reconciling items above, which impact our reported net income (loss) before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the three and six months ended June 30, 2022 and 2021 was 16.5% and 16.2%, respectively. The Tax Impact of Reconciling Items and Discrete Tax Items is calculated using the current quarter's estimate of the annual structural tax rate for the full year. This may result in the current period adjustment plus prior period reported quarterly adjustments not summing to the full year adjustment.

(2)Columns may not foot due to rounding.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q36

Part I. Financial Information

FFO (NAREIT) AND FFO (NORMALIZED)

Funds from operations ("FFO") is defined by the National Association of Real Estate Investment Trusts ("Nareit") as net income (loss) excluding depreciation on real estate assets, losses and gains on sale of real estate, net of tax, and amortization of data center leased-based intangibles and adjusting for our share of reconciling items from our unconsolidated joint ventures from FFO ("FFO (Nareit)"). FFO (Nareit) does not give effect to real estate depreciation because these amounts are computed, under GAAP, to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO (Nareit) provides investors with a clearer view of our operating performance. Our most directly comparable GAAP measure to FFO (Nareit) is net income (loss).

Although Nareit has published a definition of FFO, 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 Charges •(Gain) loss on disposal/write-down of property, plant and equipment, net (excluding real estate) •Other (income) expense, net•Stock-based compensation expense •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,
2022202120222021
Net Income (Loss)$201,858$276,522$243,565$323,153
Add/(Deduct):
Real estate depreciation75,00874,784154,341150,831
(Gain) loss on sale of real estate, net of tax(48,978)(102,476)(48,764)(106,781)
Data center lease-based intangible assets amortization4,04010,4828,16320,965
FFO (Nareit)231,928259,312357,305388,168
Add/(Deduct):
Acquisition and Integration Costs16,8782,27732,5392,277
Restructuring Charges—39,443—79,254
(Gain) loss on disposal/write-down of property, plant and equipment, net (excluding real estate)(2,270)(1,076)(3,189)(1,222)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)(46,103)(189,605)7,412(187,484)
Stock-based compensation expense20,25622,53631,59733,269
Real estate financing lease depreciation3,4273,5157,2077,051
Tax impact of reconciling items and discrete tax items(2)(8,250)63,570(20,876)60,494
Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures374(9)354(13)
FFO (Normalized)$216,240$199,963$412,349$381,794

(1)Includes foreign currency transaction (gains) losses, net and other, net. See Note 2.l. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding the components of Other (income) expense, net.

(2)Represents the tax impact of (i) the reconciling items above, which impact our reported net income (loss) before provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of $(0.2) million and $(10.2) million for the three and six months ended June 30, 2022, respectively, and $13.3 million and $14.4 million for the three and six months ended June 30, 2021, respectively.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q37

Part I. Financial Information

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates include the following, which are listed in no particular order:

  • Revenue Recognition

  • Accounting for Acquisitions

  • Impairment of Tangible and Intangible Assets

  • Income Taxes

Further detail regarding our critical accounting estimates can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, and the Consolidated Financial Statements and the Notes included therein. We have determined that no material changes concerning our critical accounting estimates have occurred since December 31, 2021. See Note 2.e. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information regarding the reassessment of the composition of our reporting units as a result of the realignment of our global managerial structure during the second quarter of 2022.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 (IN THOUSANDS):

THREE MONTHS ENDED JUNE 30,DOLLAR CHANGEPERCENTAGE CHANGE
20222021
Revenues$1,289,534$1,119,756$169,77815.2%
Operating Expenses995,753813,828181,92522.4%
Operating Income293,781305,928(12,147)(4.0)%
Other Expenses, Net91,92329,40662,517212.6%
Net Income (Loss)201,858276,522(74,664)(27.0)%
Net Income (Loss) Attributable to Noncontrolling Interests1,7771,23754043.7%
Net Income (Loss) Attributable to Iron Mountain Incorporated$200,081$275,285$(75,204)(27.3)%
Adjusted EBITDA(1)$454,706$405,631$49,07512.1%
Adjusted EBITDA Margin(1)35.3%36.2%
SIX MONTHS ENDED JUNE 30,DOLLAR CHANGEPERCENTAGE CHANGE
20222021
Revenues$2,537,580$2,201,796$335,78415.3%
Operating Expenses2,021,6691,725,462296,20717.2%
Operating Income515,911476,33439,5778.3%
Other Expenses, Net272,346153,181119,16577.8%
Net Income (Loss)243,565323,153(79,588)(24.6)%
Net Income (Loss) Attributable to Noncontrolling Interests1,1852,265(1,080)(47.7)%
Net Income (Loss) Attributable to Iron Mountain Incorporated$242,380$320,888$(78,508)(24.5)%
Adjusted EBITDA(1)$885,700$786,196$99,50412.7%
Adjusted EBITDA Margin(1)34.9%35.7%

(1)See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, reconciliation of Net Income (Loss) to Adjusted EBITDA and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q38

Part I. Financial Information

REVENUES

Consolidated revenues consist of the following (in thousands):

THREE MONTHS ENDED JUNE 30,PERCENTAGE CHANGE
20222021DOLLAR CHANGEACTUALCONSTANT CURRENCY**(1)**ORGANIC GROWTH**(2)**IMPACT OF ACQUISITIONS
Storage Rental$753,126$718,272$34,8544.9%7.8%8.2%(0.4)%
Service536,408401,484134,92433.6%37.6%21.1%16.5%
Total Revenues$1,289,534$1,119,756$169,77815.2%18.5%12.8%5.7%
SIX MONTHS ENDED JUNE 30,PERCENTAGE CHANGE
20222021DOLLAR CHANGEACTUALCONSTANT CURRENCY**(1)**ORGANIC GROWTH**(2)**IMPACT OF ACQUISITIONS
Storage Rental$1,504,196$1,426,328$77,8685.5%7.8%8.0%(0.2)%
Service1,033,384775,468257,91633.3%36.5%19.2%17.3%
Total Revenues$2,537,580$2,201,796$335,78415.3%17.9%12.0%5.9%

(1)Constant currency growth rates, which are a non-GAAP measure, are calculated by translating the 2021 results at the 2022 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, 2022, the increase in reported consolidated revenue was primarily driven by organic storage rental revenue growth and organic service revenue growth and the impact of acquisitions, primarily ITRenew. Foreign currency exchange rate fluctuations decreased our reported consolidated revenue growth rate for the six months ended June 30, 2022 by 2.6% compared to the prior year period.

STORAGE RENTAL REVENUES AND SERVICE REVENUES

Primary factors influencing the change in reported consolidated storage rental revenue and reported service revenues for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 include the following:

STORAGE RENTAL REVENUES•organic storage rental revenue growth driven by increased volume in faster growing markets and our Global Data Center Business segment and revenue management; •a 2.0% increase in total global volume excluding deconsolidations (also excluding acquisitions, total global volume increased 0.5%); and •a decrease of $31.4 million due to foreign currency exchange rate fluctuations.
SERVICE REVENUES•organic service revenue growth reflecting increased service activity levels; •an increase of $124.4 million due to our recent acquisition of ITRenew; and •a decrease of $18.6 million due to foreign currency exchange rate fluctuations.
IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q39

Part I. Financial Information

OPERATING EXPENSES

COST OF SALES

Consolidated Cost of sales (excluding depreciation and amortization) consists of the following expenses (in thousands):

THREE MONTHS ENDED JUNE 30,PERCENTAGE CHANGE% OF CONSOLIDATED REVENUESPERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
20222021DOLLAR CHANGEACTUALCONSTANT CURRENCY20222021
Labor$203,459$199,084$4,3752.2%5.4%15.8%17.8%(2.0)%
Facilities213,795196,09817,6979.0%12.2%16.6%17.5%(0.9)%
Transportation42,39137,0845,30714.3%17.4%3.3%3.3%—%
Product Cost of Sales and Others96,83142,31354,518128.8%136.1%7.5%3.8%3.7%
Total Cost of sales$556,476$474,579$81,89717.3%20.8%43.2%42.4%0.8%
SIX MONTHS ENDED JUNE 30,PERCENTAGE CHANGE% OF CONSOLIDATED REVENUESPERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
20222021DOLLAR CHANGEACTUALCONSTANT CURRENCY20222021
Labor$404,960$388,480$16,4804.2%6.9%16.0%17.6%(1.6)%
Facilities432,114391,06141,05310.5%13.1%17.0%17.8%(0.8)%
Transportation77,65967,9279,73214.3%17.0%3.1%3.1%—%
Product Cost of Sales and Other188,36579,020109,345138.4%144.8%7.4%3.6%3.8%
Total Cost of sales$1,103,098$926,488$176,61019.1%22.0%43.5%42.1%1.4%

Primary factors influencing the change in reported consolidated Cost of sales for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 include the following:

*•*an increase in labor costs driven by an increase in service activity and the impact of recent acquisitions, partially offset by benefits from Project Summit;

*•*an increase in facilities expenses driven by increases in rent expense, reflecting the impact from our sale-leaseback activity during 2021 and the first half of 2022 (which we expect to continue for the remainder of 2022 as we continue to look for future opportunities to monetize a small portion of our owned industrial real estate assets as part of our ongoing capital recycling program), as well as increases in utilities and building maintenance costs;

  • an increase in product cost of sales and other driven by the acquisition of ITRenew; and

*•*a decrease of $22.2 million due to foreign currency exchange rate fluctuations.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q40

Part I. Financial Information

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Consolidated Selling, general and administrative expenses consists of the following expenses (in thousands):

THREE MONTHS ENDED JUNE 30,PERCENTAGE CHANGE% OF CONSOLIDATED REVENUESPERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
20222021DOLLAR CHANGEACTUALCONSTANT CURRENCY20222021
General, Administrative and Other$220,891$189,217$31,67416.7%19.2%17.1%16.9%0.2%
Sales, Marketing and Account Management74,50370,5623,9415.6%8.6%5.8%6.3%(0.5)%
Total Selling, general and administrative expenses$295,394$259,779$35,61513.7%16.3%22.9%23.2%(0.3)%
SIX MONTHS ENDED JUNE 30,PERCENTAGE CHANGE% OF CONSOLIDATED REVENUESPERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
20222021DOLLAR CHANGEACTUALCONSTANT CURRENCY20222021
General, Administrative and Other$427,207$378,210$48,99713.0%14.9%16.8%17.2%(0.4)%
Sales, Marketing and Account Management148,910140,2928,6186.1%8.4%5.9%6.4%(0.5)%
Total Selling, general and administrative expenses$576,117$518,502$57,61511.1%13.1%22.7%23.5%(0.8)%

Primary factors influencing the change in reported consolidated Selling, general and administrative expenses for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 include the following:

  • an increase in general, administrative and other expenses, driven by recent acquisitions, higher wages and benefits, employee related costs and professional fees, partially offset by benefits from Project Summit;

  • an increase in sales, marketing and account management expenses, driven by recent acquisitions, higher compensation expense, primarily reflecting increased wages and benefits, partially offset by lower professional fees; and

  • a decrease of $9.2 million due to foreign currency exchange rate fluctuations.

DEPRECIATION AND AMORTIZATION

Depreciation expense increased by $9.6 million, or 4.2%, for the six months ended June 30, 2022 compared to the prior year period. See Note 2.h. 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 $20.0 million, or 19.0%, for the six months ended June 30, 2022 compared to the prior year period.

ACQUISITION AND INTEGRATION COSTS

Acquisition and Integration Costs for the six months ended June 30, 2022 were approximately $32.5 million and primarily consist of legal and professional fees.

(GAIN) LOSS ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET

Consolidated gain on disposal/write-down of property, plant and equipment, net for the three and six months ended June 30, 2022 was approximately $51.2 million and $52.0 million, respectively. The gains for the three and six months ended June 30, 2022 primarily consisted of gains of approximately $49.0 million associated with the sale and sale-leaseback transactions of 11 facilities and parcels of land in the United States, as part of our program to monetize a portion of our industrial assets.

Consolidated gain on disposal/write-down of property, plant and equipment, net for the three and six months ended June 30, 2021 was approximately $128.9 million and $133.4 million, respectively.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q41

Part I. Financial Information

OTHER EXPENSES, NET

INTEREST EXPENSE, NET

Consolidated interest expense, net increased by $19.9 million to $229.5 million in the six months ended June 30, 2022 from $209.6 million in the prior year period, primarily driven by an increase in average debt balances at June 30, 2022. See Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our indebtedness.

OTHER (INCOME) EXPENSE, NET

Consolidated other (income) expense, net consists of the following (in thousands):

THREE MONTHS ENDED JUNE 30,DOLLAR CHANGESIX MONTHS ENDED JUNE 30,DOLLAR CHANGE
DESCRIPTION2022202120222021
Foreign currency transaction (gains) losses, net(1)$(55,039)$4,729$(59,768)$(68,240)$7,043$(75,283)
Debt extinguishment expense———671—671
Other, net(2)13,822(190,959)204,78182,253(188,560)270,813
Other (Income) Expense, Net$(41,217)$(186,230)$145,013$14,684$(181,517)$196,201

(1)We recognized net foreign currency transaction gains of $55.0 million and $68.2 million for the three and six months ended June 30, 2022, respectively. These gains primarily consist of the impact of changes in the exchange rate of the Euro and the British pound sterling against the United States dollar on our intercompany balances with and between certain of our subsidiaries.

(2)On March 24, 2022, as a result of our loss of control, we deconsolidated the businesses included in the acquisition of OSG Records Management (Europe) Limited, excluding Ukraine. We recognized a loss of approximately $105.8 million associated with the deconsolidation to Other expense (income), net in the first quarter of 2022 representing the difference between the net asset value prior to the deconsolidation and subsequent remeasurement of the retained investment to fair value of zero. We have concluded that the deconsolidation does not meet the criteria to be reported as discontinued operations in our consolidated financial statements, as it does not represent a strategic shift that will have a major effect on our operations and financial results. The loss was partially offset by a gain recorded in the first quarter of 2022 of approximately $35.8 million associated with the Clutter Transaction (as defined below).

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, 2022 and 2021 are as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2022**(1)**20212022**(1)**2021
Effective Tax Rate8.2%28.5%10.4%27.9%

(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended June 30, 2022 were the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, there were gains and losses recorded in Other expense (income), net and Gain (loss) on disposal/write-down of property, plant and equipment net, during the period for which there was an insignificant tax impact. During the first quarter of 2022, there was also a release of valuation allowances on deferred tax assets of our U.S. taxable REIT subsidiaries ("TRS") of approximately $9.9 million as a result of the ITRenew Transaction.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q42

Part I. Financial Information

NET INCOME (LOSS) AND ADJUSTED EBITDA

The following table reflects the effect of the foregoing factors on our consolidated Net Income (Loss) and Adjusted EBITDA (in thousands):

THREE MONTHS ENDED JUNE 30,DOLLAR CHANGEPERCENTAGE CHANGE
20222021
Net Income (Loss)$201,858$276,522$(74,664)(27.0)%
Net Income (Loss) as a percentage of Consolidated Revenue15.7%24.7%
Adjusted EBITDA$454,706$405,631$49,07512.1%
Adjusted EBITDA Margin35.3%36.2%
SIX MONTHS ENDED JUNE 30,DOLLAR CHANGEPERCENTAGE CHANGE
20222021
Net Income (Loss)$243,565$323,153$(79,588)(24.6)%
Net Income (Loss) as a percentage of Consolidated Revenue9.6%14.7%
Adjusted EBITDA$885,700$786,196$99,50412.7%
Adjusted EBITDA Margin34.9%35.7%
Adjusted EBITDA Margin for the six months ended June 30, 2022 decreased by 80 basis points compared to the same prior year period, primarily reflecting a 130 basis point decrease from the acquisition of ITRenew, partially offset by improved service revenue trends, benefits from Project Summit, revenue management and ongoing cost containment measures.↑ INCREASED BY $99.5 MILLION OR 12.7% Adjusted EBITDA
IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q43

Part I. Financial Information

SEGMENT ANALYSIS

See Note 9 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report, for a description of our reportable segments. Previously reported segment information has been restated to conform to the current presentation.

GLOBAL RIM BUSINESS (IN THOUSANDS)

THREE MONTHS ENDED JUNE 30,PERCENTAGE CHANGE
DOLLAR CHANGEACTUALCONSTANT CURRENCYORGANIC GROWTHIMPACT OF ACQUISITIONS
20222021
Storage Rental$649,771$628,678$21,0933.4%6.4%6.3%0.1%
Service420,705367,64653,05914.4%17.8%17.7%0.1%
Segment Revenue$1,070,476$996,324$74,1527.4%10.6%10.5%0.1%
Segment Adjusted EBITDA$469,368$423,940$45,428
Segment Adjusted EBITDA Margin43.8%42.6%
SIX MONTHS ENDED JUNE 30,PERCENTAGE CHANGE
DOLLAR CHANGEACTUALCONSTANT CURRENCYORGANIC GROWTHIMPACT OF ACQUISITIONS
20222021
Storage Rental$1,299,858$1,250,564$49,2943.9%6.4%6.1%0.3%
Service819,509722,67896,83113.4%16.1%15.8%0.3%
Segment Revenue$2,119,367$1,973,242$146,1257.4%10.0%9.7%0.3%
Segment Adjusted EBITDA$918,163$827,373$90,790
Segment Adjusted EBITDA Margin43.3%41.9%

SIX MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL RIM BUSINESS (IN MILLIONS)

Storage Rental RevenueService RevenueSegment RevenueSegment Adjusted EBITDA

irm-20220630_g7.jpgirm-20220630_g8.jpg

Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the six months ended June 30, 2022 compared to the prior year period include the following:

  • organic storage rental revenue growth driven by revenue management and volume;

*•*a 2.0% increase in Global RIM volume excluding deconsolidations (also excluding acquisitions, Global RIM volume increased 0.5%);

  • organic service revenue growth mainly driven by increases in our traditional service activity levels and growth in our Global Digital Solutions business;

*•*a decrease in revenue of $45.7 million due to foreign currency exchange rate fluctuations; and

*•*a 140 basis point increase in Adjusted EBITDA Margin primarily driven by revenue management, benefits from Project Summit and ongoing cost containment measures.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q44

Part I. Financial Information

GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)

THREE MONTHS ENDED JUNE 30,PERCENTAGE CHANGE
DOLLAR CHANGEACTUALCONSTANT CURRENCYORGANIC GROWTHIMPACT OF ACQUISITIONS
20222021
Storage Rental$89,768$71,237$18,53126.0%28.9%23.8%5.1%
Service10,3205,7404,58079.8%91.4%95.5%(4.1)%
Segment Revenue$100,088$76,977$23,11130.0%33.4%29.0%4.4%
Segment Adjusted EBITDA$42,307$33,432$8,875
Segment Adjusted EBITDA Margin42.3%43.4%
SIX MONTHS ENDED JUNE 30,PERCENTAGE CHANGE
DOLLAR CHANGEACTUALCONSTANT CURRENCYORGANIC GROWTHIMPACT OF ACQUISITIONS
20222021
Storage Rental$177,219$138,394$38,82528.1%30.3%25.0%5.3%
Service19,8569,69110,165104.9%114.8%115.5%(0.7)%
Segment Revenue$197,075$148,085$48,99033.1%35.7%30.9%4.8%
Segment Adjusted EBITDA$84,284$63,864$20,420
Segment Adjusted EBITDA Margin42.8%43.1%

SIX MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL DATA CENTER BUSINESS (IN MILLIONS)

Storage Rental RevenueService RevenueSegment RevenueSegment Adjusted EBITDA

irm-20220630_g9.jpgirm-20220630_g10.jpg

Primary factors influencing the change in revenue, Adjusted EBITDA and Adjusted EBITDA Margin in our Global Data Center Business segment for the six months ended June 30, 2022 compared to the prior year period include the following:

  • organic storage rental revenue growth from leases that commenced during the first six months of 2022 and in prior periods, and service revenue growth from project revenue, partially offset by churn of 260 basis points;

*•*an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and

*•*a 30 basis point decrease in Adjusted EBITDA Margin reflecting higher pass-through power costs, and a change in revenue mix due to lower margin project revenue during the period, which is expected to have a temporary impact on segment margins, partially offset by ongoing overhead cost management.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q45

Part I. Financial Information

CORPORATE AND OTHER BUSINESS (IN THOUSANDS)

THREE MONTHS ENDED JUNE 30,PERCENTAGE CHANGE
DOLLAR CHANGEACTUALCONSTANT CURRENCYORGANIC GROWTHIMPACT OF ACQUISITIONS
20222021
Storage Rental$13,587$18,357$(4,770)(26.0)%(25.2)%9.4%(34.6)%
Service105,38328,09877,285275.1%288.7%49.5%239.2%
Revenue$118,970$46,455$72,515156.1%162.8%37.0%125.8%
Adjusted EBITDA$(56,969)$(51,741)$(5,228)
Adjusted EBITDA as a percentage of Consolidated Revenue(4.4)%(4.6)%
SIX MONTHS ENDED JUNE 30,PERCENTAGE CHANGE
DOLLAR CHANGEACTUALCONSTANT CURRENCYORGANIC GROWTHIMPACT OF ACQUISITIONS
20222021
Storage Rental$27,119$37,370$(10,251)(27.4)%(27.0)%8.4%(35.4)%
Service194,01943,099150,920350.2%363.2%53.6%309.6%
Revenue$221,138$80,469$140,669174.8%179.8%37.5%142.3%
Adjusted EBITDA$(116,747)$(105,041)$(11,706)
Adjusted EBITDA as a percentage of Consolidated Revenue(4.6)%(4.8)%

Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other Business for the six months ended June 30, 2022 compared to the prior year period include the following:

  • a decrease in reported storage revenue reflecting the IPM Divestment in the second quarter of 2021;

  • reported service revenue for the six months ended June 30, 2022 includes $124.4 million from the acquisition of ITRenew;

  • organic service revenue growth mainly driven by increased service activity levels in our Fine Arts and ALM businesses; and

*•*a decrease in Adjusted EBITDA driven by higher compensation expense and employee related costs, professional fees and the impact of the IPM Divestment in the second quarter of 2021, partially offset by benefits from Project Summit, improved service revenue trends and the impact of the acquisition of ITRenew.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q46

Part I. Financial Information

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

We expect to meet our short-term and long-term cash flow requirements through cash generated from operations, cash on hand, borrowings under our Credit Agreement (as defined below) and proceeds from monetizing a small portion of our total industrial real estate assets in the future, as well as other potential financings (such as the issuance of debt or equity). Our cash flow requirements, both in the near and long term, include, but are not limited to, capital expenditures, the repayment of outstanding debt, shareholder dividends, potential and pending business acquisitions and investments and normal business operation needs.

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,

20222021
Cash Flows from Operating Activities$345,924$389,202
Cash Flows from Investing Activities(991,103)(7,351)
Cash Flows from Financing Activities542,000(270,939)
Cash and Cash Equivalents, including Restricted Cash, End of Period144,746315,928

A. CASH FLOWS FROM OPERATING ACTIVITIES

For the six months ended June 30, 2022, net cash flows provided by operating activities decreased by $43.3 million compared to the prior year period, primarily due to a decrease in cash from working capital of $213.5 million, primarily related to the timing of accounts payable and accrued expenses and collections of accounts receivable, partially offset by an increase in net income (including non-cash charges) of $170.2 million.

B. CASH FLOWS FROM INVESTING ACTIVITIES

Our significant investing activity during the six months ended June 30, 2022 included:

  • We paid cash for capital expenditures of $330.2 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.

  • We paid cash for acquisitions (net of cash acquired) of $718.7 million, primarily funded by cash on hand and borrowings under our Revolving Credit Facility (as defined in Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report).

C. CASH FLOWS FROM FINANCING ACTIVITIES

Our significant financing activities during the six months ended June 30, 2022 included:

  • Net proceeds of $904.1 million primarily associated with borrowings under the Revolving Credit Facility, Term Loan A and the Accounts Receivable Securitization Program.

  • Payment of dividends in the amount of $364.2 million on our common stock.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q47

Part I. Financial Information

CAPITAL EXPENDITURES

The following table presents our capital spend for the six months ended June 30, 2022 and 2021, organized by the type of the spending as described in our Annual Report (in thousands):

SIX MONTHS ENDED JUNE 30,
NATURE OF CAPITAL SPEND20222021
Growth Investment Capital Expenditures:
Data Center$183,815$136,446
Real Estate66,85539,525
Innovation and Other20,9589,144
Total Growth Investment Capital Expenditures271,628185,115
Recurring Capital Expenditures:
Real Estate$23,672$29,813
Non-Real Estate37,83431,656
Data Center5,6783,023
Total Recurring Capital Expenditures67,18464,492
Total Capital Spend (on accrual basis)$338,812$249,607
Net increase (decrease) in prepaid capital expenditures1,407116
Net (increase) decrease in accrued capital expenditures(9,999)45,863
Total Capital Spend (on cash basis)$330,220$295,586

Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $950.0 million for the year ending December 31, 2022. Of this, we expect our capital expenditures for growth investment to be approximately $800.0 million, and our recurring capital expenditures to approach $155.0 million. Approximately $625.0 million of our expected capital expenditures relates to Global Data Center Business development spend.

DIVIDENDS

See Note 8 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a listing of dividends that we declared during the first six months of 2022 and fiscal year 2021.

On August 4, 2022, we declared a dividend to our stockholders of record as of September 15, 2022 of $0.6185 per share, payable on October 4, 2022.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q48

Part I. Financial Information

FINANCIAL INSTRUMENTS AND DEBT

Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentration of liquid investments as of June 30, 2022 is related to cash and cash equivalents. See Note 2.f. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds and time deposits.

Long-term debt as of June 30, 2022 is as follows (in thousands):

JUNE 30, 2022
DEBT (INCLUSIVE OF DISCOUNT)UNAMORTIZED DEFERRED FINANCING COSTSCARRYING AMOUNT
Revolving Credit Facility$578,000$(9,006)$568,994
Term Loan A246,875—246,875
Term Loan B669,460(4,371)665,089
Australian Dollar Term Loan (the "AUD Term Loan")207,221(519)206,702
UK Bilateral Revolving Credit Facility (the "UK Bilateral Facility")170,057(334)169,723
37/8% GBP Senior Notes due 2025 (the "GBP Notes")485,875(3,058)482,817
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(1)1,000,000(7,465)992,535
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(1)825,000(6,790)818,210
5% Senior Notes due 2028 (the "5% Notes due 2028")(1)500,000(4,401)495,599
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(1)1,000,000(10,488)989,512
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(1)1,300,000(12,159)1,287,841
41/2% Senior Notes due 2031 (the "41/2% Notes")(1)1,100,000(10,782)1,089,218
5% Senior Notes due 2032 (the "5% Notes due 2032")750,000(13,164)736,836
55/8% Senior Notes due 2032 (the "55/8% Notes")(1)600,000(5,856)594,144
Real Estate Mortgages, Financing Lease Liabilities and Other423,934(706)423,228
Accounts Receivable Securitization Program313,200(607)312,593
Total Long-term Debt10,169,622(89,706)10,079,916
Less Current Portion(86,790)—(86,790)
Long-term Debt, Net of Current Portion$10,082,832$(89,706)$9,993,126

(1)Collectively, the "Parent Notes".

See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report and Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our long-term debt.

CREDIT AGREEMENT

Our credit agreement (the "Credit Agreement") consists of a revolving credit facility (the "Revolving Credit Facility"), a term loan A (the "Term Loan A") and a term loan B (the "Term Loan B"). On March 18, 2022, we entered into an amendment to the Credit Agreement which included the following changes:

(i) extended the maturity date of the Revolving Credit Facility and Term Loan A from June 3, 2023 to March 18, 2027;

(ii) refinanced and increased the borrowing capacity that IMI and certain of its United States and foreign subsidiaries are able to borrow under the Revolving Credit Facility from $1,750.0 million to $2,250.0 million;

(iii) refinanced the existing Term Loan A with a new $250.0 million Term Loan A; and

(iv) increased the net total lease adjusted leverage ratio maximum allowable from 6.5x to 7.0x and removed the net secured lease adjusted leverage ratio requirement.

On March 18, 2022, we borrowed the full amount of the Term Loan A. As of June 30, 2022, we had $578.0 million, $246.9 million and $670.3 million of outstanding borrowings under the Revolving Credit Facility, Term Loan A and Term Loan B, respectively. In addition, we also had various outstanding letters of credit totaling $3.8 million. The remaining amount available for borrowing under the Revolving Credit Facility as of June 30, 2022 was $1,668.2 million (which represents the maximum availability as of such date). Additionally, the Credit Agreement permits us to incur incremental indebtedness thereunder by adding new term loans or revolving loans or by increasing the principal amount of any existing loans thereunder, subject to a cap contained therein.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q49

Part I. Financial Information

AUSTRALIAN DOLLAR TERM LOAN

On March 18, 2022, Iron Mountain Australia Group Pty, Ltd. ("IM Australia"), a wholly owned subsidiary of IMI, amended its AUD Term Loan to (i) extend the maturity date from September 22, 2022 to September 30, 2026 and (ii) decrease the interest rate from BBSY (an Australian benchmark variable interest rate) plus 3.875% to BBSY plus 3.625%. All other terms of the AUD Term Loan remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.

ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

On June 29, 2022, we amended the Accounts Receivable Securitization Program to (i) increase the maximum borrowing capacity from $300.0 million to $325.0 million, with an option to increase the borrowing capacity to $400.0 million, (ii) change the interest rate under Accounts Receivable Securitization Program from LIBOR plus 1.0% to SOFR plus 0.95%, with a credit spread adjustment of 0.10% and (iii) extend the maturity date from July 1, 2023 to July 1, 2025, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.

LETTERS OF CREDIT

As of June 30, 2022, we had outstanding letters of credit totaling $37.3 million, of which $3.8 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between September 2022 and January 2033.

DEBT COVENANTS

The Credit Agreement, our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take other specified corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a fixed charge coverage ratio and a net total lease adjusted leverage ratio on a quarterly basis and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted), as a condition to taking actions such as paying dividends and incurring indebtedness.

The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR") based calculations and the bond indentures use earnings before interest, taxes, depreciation and amortization ("EBITDA") based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. These adjustments can be significant. For example, the calculation of financial performance under the Credit Agreement and certain of our bond indentures includes (subject to specified exceptions and caps) adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions, (ii) certain executed lease agreements associated with our data center business that have yet to commence, and (iii) restructuring and other strategic initiatives, such as Project Summit. 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, 2022 are as follows:

JUNE 30, 2022MAXIMUM/MINIMUM ALLOWABLE
Net total lease adjusted leverage ratio5.3Maximum allowable of 7.0
Fixed charge coverage ratio2.5Minimum 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, 2022. 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.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q50

Part I. Financial Information

DERIVATIVE INSTRUMENTS

INTEREST RATE SWAP AGREEMENTS

In March 2018, we entered into interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. These swap agreements expired in March 2022. In July 2019, we entered into forward-starting interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. As of June 30, 2022, we had $350.0 million in notional value of interest rate swap agreements outstanding, which expire in March 2024. Under the interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon one-month LIBOR, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements.

We have designated these interest rate swap agreements as cash flow hedges.

CROSS-CURRENCY SWAP AGREEMENTS

We enter into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. The cross-currency swap agreements are designated as a hedge of net investment against certain of our Euro denominated subsidiaries and require an exchange of the notional amounts at maturity.

In August 2019, we entered into cross-currency swap agreements whereby we notionally exchanged approximately $110.0 million at an interest rate of 6.0% for approximately 99.1 million Euros at a weighted average interest rate of approximately 3.65%. These cross-currency swap agreements expire in August 2023.

In September 2020, we entered into cross-currency swap agreements to hedge the variability of exchange rate impacts between the United States dollar and the Euro. Under the terms of the cross-currency swap agreements, we notionally exchanged approximately $359.2 million at an interest rate of 4.5% for 300.0 million Euros at a weighted average interest rate of approximately 3.4%. These cross-currency swap agreements were set to expire in February 2026. In May 2022, these cross-currency swaps were amended ("February 2026 Cross-Currency Swap Agreements"). Under the terms of the February 2026 Cross-Currency Swap Agreements we notionally exchanged approximately $359.2 million at an interest rate of 4.5% for approximately 340.5 million Euros at a weighted average interest rate of approximately 1.2%. These February 2026 Cross-Currency Swap Agreements are set to expire in February 2026.

See Note 5 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information on our derivative instruments.

ACQUISITIONS

On January 25, 2022, we acquired an approximately 80% interest in ITRenew, at an agreed upon purchase price of $725.0 million, subject to certain working capital adjustments at, and subsequent to, the closing (the "ITRenew Transaction"). At closing, we paid approximately $748.8 million and acquired approximately $30.7 million of cash on hand, for a net purchase price of approximately $718.1 million for the ITRenew Transaction. The acquisition agreement provides us the option to purchase, and provides the shareholders of ITRenew the option to sell, the remaining approximately 20% interest in ITRenew as follows: (i) approximately 16% on or after the second anniversary of the ITRenew Transaction and (ii) approximately 4% on or after the third anniversary of the ITRenew Transaction (collectively, the "Remaining Interests"). The total payments for the Remaining Interests, based on the achievement of certain targeted performance metrics, will be no less than $200.0 million and no more than $531.0 million (the "Deferred Purchase Obligation"). The maximum amount of the Deferred Purchase Obligation would require achievement of the targeted performance metrics at approximately two times the level that is assumed in our current fair value estimate of the Deferred Purchase Obligation of $275.1 million. From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. The Deferred Purchase Obligation is reflected as a long-term liability in our Condensed Consolidated Balance Sheet at June 30, 2022, and, accordingly, we have not reflected any non-controlling interests associated with the ITRenew Transaction as the Remaining Interests have non-substantive equity interest rights. Subsequent increases or decreases in the fair value estimate of the Deferred Purchase Obligation will be included as a component of Other expense (income), net in our Consolidated Statements of Operations until the Deferred Purchase Obligation is settled or paid.

INVESTMENTS

In February 2022, the joint venture formed by MakeSpace Labs, Inc. and us (the "MakeSpace JV") entered into an agreement with Clutter, Inc. ("Clutter") pursuant to which the equityholders of the MakeSpace JV contributed their ownership interests in the MakeSpace JV and Clutter’s shareholders contributed their ownership interests in Clutter to create a newly formed venture (the "Clutter JV"). In exchange for our 49.99% interest in the MakeSpace JV, we received an approximate 27% interest in the Clutter JV (the "Clutter Transaction"). As a result of the Clutter Transaction, we recognized a gain related to our contributed interest in the MakeSpace JV of approximately $35.8 million, which was recorded to Other, net, a component of Other expense (income), net during the first quarter of 2022.

IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q51

Part I. Financial Information

JOINT VENTURE SUMMARY

The following joint ventures are accounted for as equity method investments and are presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying values and equity interests in our joint ventures at June 30, 2022 and December 31, 2021 are as follows (in thousands):

JUNE 30, 2022DECEMBER 31, 2021
CARRYING VALUEEQUITY INTERESTCARRYING VALUEEQUITY INTEREST
Joint venture with Web Werks India Private Limited$51,42738.50%$51,14038.50%
Joint venture with AGC Equity Partners26,79820.00%26,16720.00%
MakeSpace JV——%30,15449.99%
Clutter JV60,98426.73%——%
IRON MOUNTAIN JUNE 30, 2022 FORM 10-Q52

Part I. Financial Information

Previous: Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS · Next: Item 4. CONTROLS AND PROCEDURES