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

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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 months ended March 31, 2024 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three months ended March 31, 2024, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 22, 2024 (our "Annual Report").

FORWARD-LOOKING STATEMENTS

We have made statements in this Quarterly Report that constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements concern our current expectations regarding our future results from operations, economic performance, financial condition, goals, strategies, investment objectives, plans and achievements. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors, and you should not rely upon them except as statements of our present intentions and of our present expectations, which may or may not occur. When we use words such as "believes", "expects", "anticipates", "estimates", "plans", "intends", "pursue", "will" or similar expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. In addition, important factors that could cause actual results to differ from expectations include, among others:

  • our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, grow our businesses (including through joint ventures or other co-investment vehicles), incorporate alternative technologies (including artificial intelligence) into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand and manage our global operations, complete acquisitions on satisfactory terms, integrate acquired companies efficiently and transition to more sustainable sources of energy;

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

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

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

  • our ability to fund capital expenditures;

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

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

  • changes in the political and economic environments in the countries in which we operate and changes in the global political climate;

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

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

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

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

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

  • failures to implement and manage new IT systems;

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

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

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

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q24

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 months ended March 31, 2024 within each section.

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.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q25

Part I. Financial Information

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 three months ended March 31, 2024 consists of the following:

COST OF SALESSELLING, GENERAL AND ADMINISTRATIVE EXPENSES
piechart_costofsales.jpgpiechart_sgaexpenses.jpg
IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q26

Part I. Financial Information

NON-GAAP MEASURES

ADJUSTED EBITDA

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

EXCLUDED
•Acquisition and Integration Costs (as defined below) •Restructuring and other transformation •Loss (gain) 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.

p27_callout_ProjectedAdjustedEBITDA.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.

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

THREE MONTHS ENDED MARCH 31,
20242023
Net Income (Loss)$77,025$65,535
Add/(Deduct):
Interest expense, net164,519137,169
Provision (benefit) for income taxes16,60916,758
Depreciation and amortization209,555182,094
Acquisition and Integration Costs(1)7,8091,595
Restructuring and other transformation40,76736,913
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)389(13,061)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(13,110)17,491
Stock-based compensation expense14,03912,509
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures1,2533,805
Adjusted EBITDA$518,855$460,808

(1)Represent operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance and system integration costs (collectively, "Acquisition and Integration Costs").

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q27

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 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 (income) expense, net •Stock-based compensation expense •Non-cash amortization related to derivative instruments •Tax impact of reconciling items and discrete tax items

We do not believe these excluded items to be indicative of our ongoing operating results, and they are not considered when we are forecasting our future results. We believe Adjusted EPS is of value to our current and potential investors when comparing our results from past, present and future periods.

RECONCILIATION OF REPORTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED TO ADJUSTED EPS—FULLY DILUTED FROM NET INCOME (LOSS) ATTRIBUTABLE TO IRON MOUNTAIN INCORPORATED:

THREE MONTHS ENDED MARCH 31,
20242023
Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated$0.25$0.22
Add/(Deduct):
Acquisition and Integration Costs0.030.01
Restructuring and other transformation0.140.13
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)—(0.04)
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(0.04)0.06
Stock-based compensation expense0.050.04
Non-cash amortization related to derivative instruments0.010.02
Tax impact of reconciling items and discrete tax items(1)(0.01)(0.02)
Income (Loss) Attributable to Noncontrolling Interests0.01—
Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2)$0.43$0.42

(1)The differences between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three months ended March 31, 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 months ended March 31, 2024 and 2023 was 13.9% and 15.2%, respectively.

(2)Columns may not foot due to rounding.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q28

Part I. Financial Information

FFO (NAREIT) AND FFO (NORMALIZED)

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

We modify FFO (Nareit), as is common among REITs seeking to provide financial measures that most meaningfully reflect their particular business ("FFO (Normalized)"). Our definition of FFO (Normalized) excludes certain items included in FFO (Nareit) that we believe are not indicative of our core operating results, specifically:

EXCLUDED
•Acquisition and Integration Costs •Restructuring and other transformation •Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate) •Other (income) expense, net•Stock-based compensation expense •Non-cash amortization related to derivative instruments •Real estate financing lease depreciation •Tax impact of reconciling items and discrete tax items

RECONCILIATION OF NET INCOME (LOSS) TO FFO (NAREIT) AND FFO (NORMALIZED) (IN THOUSANDS):

THREE MONTHS ENDED MARCH 31,
20242023
Net Income (Loss)$77,025$65,535
Add/(Deduct):
Real estate depreciation83,57376,129
(Gain) loss on sale of real estate, net of tax(1,194)(15,746)
Data center lease-based intangible assets amortization5,5766,129
Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures441132
FFO (Nareit)165,421132,179
Add/(Deduct):
Acquisition and Integration Costs7,8091,595
Restructuring and other transformation40,76736,913
Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)1,8184,550
Other (income) expense, net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)(13,110)17,491
Stock-based compensation expense14,03912,509
Non-cash amortization related to derivative instruments4,1765,834
Real estate financing lease depreciation2,9862,988
Tax impact of reconciling items and discrete tax items(2)(4,170)(6,893)
Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures41226
FFO (Normalized)$219,777$207,392

(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 (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 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 provision (benefit) for income taxes of $1.1 million and $(0.4) million for the three months ended March 31, 2024 and 2023, respectively.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q29

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, 2023.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2024 TO THE THREE MONTHS ENDED MARCH 31, 2023 (IN THOUSANDS):

THREE MONTHS ENDED MARCH 31,DOLLAR CHANGEPERCENTAGE CHANGE
20242023
Revenues$1,476,863$1,314,349$162,51412.4%
Operating Expenses1,231,2401,073,687157,55314.7%
Operating Income245,623240,6624,9612.1%
Other Expenses, Net168,598175,127(6,529)(3.7)%
Net Income (Loss)77,02565,53511,49017.5%
Net Income (Loss) Attributable to Noncontrolling Interests2,9649402,024215.3%
Net Income (Loss) Attributable to Iron Mountain Incorporated$74,061$64,595$9,46614.7%
Adjusted EBITDA(1)$518,855$460,808$58,04712.6%
Adjusted EBITDA Margin(1)35.1%35.1%

(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 MARCH 31, 2024 FORM 10-Q30

Part I. Financial Information

REVENUES

Total revenues consist of the following (in thousands):

THREE MONTHS ENDED MARCH 31,PERCENTAGE CHANGE
20242023DOLLAR CHANGEACTUALCONSTANT CURRENCY**(1)**ORGANIC GROWTH**(2)**IMPACT OF ACQUISITIONS
Storage Rental$884,842$810,089$74,7539.2%9.0%7.5%1.5%
Service592,021504,26087,76117.4%17.2%9.6%7.6%
Total Revenues$1,476,863$1,314,349$162,51412.4%12.2%8.3%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 three months ended March 31, 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 three months ended March 31, 2024 compared to the three months ended March 31, 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 $32.7 million due to our recent acquisition of Regency Technologies.
IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q31

Part I. Financial Information

OPERATING EXPENSES

COST OF SALES

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

THREE MONTHS ENDED MARCH 31,PERCENTAGE CHANGE% OF TOTAL REVENUESPERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
20242023DOLLAR CHANGEACTUALCONSTANT CURRENCY20242023
Labor$251,331$219,531$31,80014.5%14.1%17.0%16.7%0.3%
Facilities276,827240,69036,13715.0%14.6%18.7%18.3%0.4%
Transportation45,32039,9755,34513.4%13.7%3.1%3.0%0.1%
Product Cost of Sales and Other79,77771,4308,34711.7%11.7%5.4%5.4%—%
Total Cost of sales$653,255$571,626$81,62914.3%14.0%44.2%43.5%0.7%

Primary factors influencing the change in reported Cost of sales for the three months ended March 31, 2024 compared to the three months ended March 31, 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

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

THREE MONTHS ENDED MARCH 31,PERCENTAGE CHANGE% OF TOTAL REVENUESPERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
20242023DOLLAR CHANGEACTUALCONSTANT CURRENCY20242023
General, Administrative and Other$235,042$207,023$28,01913.5%13.5%15.9%15.8%0.1%
Sales, Marketing and Account Management84,42387,497(3,074)(3.5)%(3.9)%5.7%6.7%(1.0)%
Total Selling, general and administrative expenses$319,465$294,520$24,9458.5%8.3%21.6%22.4%(0.8)%

Primary factors influencing the change in reported Selling, general and administrative expenses for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 include the following:

  • an increase in general, administrative and other expenses, primarily driven by recent acquisitions, professional fees, IT costs and higher bonus compensation accruals; 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 $23.6 million, or 19.6%, for the three months ended March 31, 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 $3.9 million, or 6.3%, for the three months ended March 31, 2024 compared to the prior year period.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q32

Part I. Financial Information

ACQUISITION AND INTEGRATION COSTS

Acquisition and Integration Costs for the three months ended March 31, 2024 and 2023 were approximately $7.8 million and $1.6 million, respectively.

RESTRUCTURING AND OTHER TRANSFORMATION

Restructuring and other transformation costs for the three months ended March 31, 2024 and 2023 were $40.8 million and $36.9 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 three months ended March 31, 2024 and 2023 was approximately $0.4 million and $(13.1) million, respectively.

OTHER EXPENSES, NET

INTEREST EXPENSE, NET

Interest expense, net increased by $27.4 million to $164.5 million in the three months ended March 31, 2024 from $137.2 million in the prior year period. The increase is primarily due to higher average debt outstanding during the three months ended March 31, 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 5.3% at March 31, 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 (INCOME) EXPENSE, NET

Other (income) expense, net for the three months ended March 31, 2024 and 2023 consists of the following (in thousands):

THREE MONTHS ENDED MARCH 31,DOLLAR CHANGE
DESCRIPTION20242023
Foreign currency transaction (gains) losses, net$(16,379)$14,424$(30,803)
Other, net3,8496,776(2,927)
Other (Income) Expense, Net$(12,530)$21,200$(33,730)

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 months ended March 31, 2024 and 2023 are as follows:

THREE MONTHS ENDED MARCH 31,
20242023
Effective Tax Rate17.7%20.4%

The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three months ended March 31, 2024 were the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q33

Part I. Financial Information

NET INCOME (LOSS) AND ADJUSTED EBITDA

The following table reflects the effect of the foregoing factors on our net income (loss) and Adjusted EBITDA (in thousands):

THREE MONTHS ENDED MARCH 31,DOLLAR CHANGEPERCENTAGE CHANGE
20242023
Net Income (Loss)$77,025$65,535$11,49017.5%
Net Income (Loss) as a percentage of Revenue5.2%5.0%
Adjusted EBITDA$518,855$460,808$58,04712.6%
Adjusted EBITDA Margin35.1%35.1%
Adjusted EBITDA Margin for the three months ended March 31, 2024 was consistent with the same prior year period driven by favorable overhead management, offset by a decline in gross profit margin due to revenue mix.↑ INCREASED BY $58.0 MILLION OR 12.6% Adjusted EBITDA
IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q34

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.

GLOBAL RIM BUSINESS (IN THOUSANDS)

THREE MONTHS ENDED MARCH 31,PERCENTAGE CHANGE
DOLLAR CHANGEACTUALCONSTANT CURRENCYORGANIC GROWTHIMPACT OF ACQUISITIONS
20242023
Storage Rental$728,984$687,669$41,3156.0%5.9%5.1%0.8%
Service481,173438,85742,3169.6%9.6%8.9%0.7%
Segment Revenue$1,210,157$1,126,526$83,6317.4%7.3%6.6%0.7%
Segment Adjusted EBITDA$526,268$477,784$48,484
Segment Adjusted EBITDA Margin43.5%42.4%

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

Storage Rental RevenueService RevenueSegment RevenueSegment Adjusted EBITDA

310311

Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the three months ended March 31, 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 110 basis point increase in Adjusted EBITDA Margin primarily driven by ongoing cost containment measures and revenue management.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q35

Part I. Financial Information

GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)

THREE MONTHS ENDED MARCH 31,PERCENTAGE CHANGE
DOLLAR CHANGEACTUALCONSTANT CURRENCYORGANIC GROWTHIMPACT OF ACQUISITIONS
20242023
Storage Rental$140,028$107,435$32,59330.3%29.7%23.5%6.2%
Service3,9094,870(961)(19.7)%(20.5)%(20.5)%—%
Segment Revenue$143,937$112,305$31,63228.2%27.5%21.6%5.9%
Segment Adjusted EBITDA$61,568$50,635$10,933
Segment Adjusted EBITDA Margin42.8%45.1%

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

Storage Rental RevenueService RevenueSegment RevenueSegment Adjusted EBITDA

164165

Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global Data Center Business segment for the three months ended March 31, 2024 compared to the prior year period include the following:

  • organic storage rental revenue growth from leases that commenced during the first three months of 2024 and in prior periods, improved pricing and higher pass-through power costs, partially offset by churn of approximately 90 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.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q36

Part I. Financial Information

CORPORATE AND OTHER (IN THOUSANDS)

THREE MONTHS ENDED MARCH 31,PERCENTAGE CHANGE
DOLLAR CHANGEACTUALCONSTANT CURRENCYORGANIC GROWTHIMPACT OF ACQUISITIONS
20242023
Storage Rental$15,830$14,985$8455.6%4.8%2.4%2.4%
Service106,93960,53346,40676.7%75.7%17.3%58.4%
Revenue$122,769$75,518$47,25162.6%61.6%14.3%47.3%
Adjusted EBITDA$(68,981)$(67,611)$(1,370)

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 three months ended March 31, 2024 compared to the prior year period include the following:

  • an increase in service revenue of $32.7 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.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q37

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 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. During the three months ended March 31, 2024 and 2023, and from the inception of Project Matterhorn through March 31, 2024, we incurred approximately $40.8 million, $36.9 million, and $257.9 million, respectively, of Restructuring and other transformation costs related to Project Matterhorn, 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 three months ended March 31,

20242023
Cash Flows from Operating Activities$130,038$128,808
Cash Flows from Investing Activities(525,609)(272,543)
Cash Flows from Financing Activities362,099149,901
Cash and Cash Equivalents, End of Period191,655146,442

A. CASH FLOWS FROM OPERATING ACTIVITIES

For the three months ended March 31, 2024, net cash flows provided by operating activities increased by $1.2 million compared to the prior year period, primarily due to an increase in net income (excluding non-cash charges) of $12.7 million, partially offset by a decrease in cash from working capital of $11.5 million, driven by the timing of accrued expenses.

B. CASH FLOWS FROM INVESTING ACTIVITIES

Our significant investing activity during the three months ended March 31, 2024 included:

  • Cash paid for capital expenditures of $381.1 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.

  • Cash paid for acquisitions, net of cash acquired, of $122.5 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 three months ended March 31, 2024 included:

  • Net proceeds of approximately $749.1 million primarily associated with borrowings under the Revolving Credit Facility.

  • Payment of dividends in the amount of $198.0 million on our common stock.

  • Payment on deferred purchase obligations of $158.7 million.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q38

Part I. Financial Information

CAPITAL EXPENDITURES

The following table presents our capital spend for the three months ended March 31, 2024 and 2023, organized by the type of the spending as described in our Annual Report (in thousands):

THREE MONTHS ENDED MARCH 31,
NATURE OF CAPITAL SPEND20242023
Growth Investment Capital Expenditures:
Data Center$276,631$202,406
Real Estate46,75555,903
Innovation and Other13,73015,536
Total Growth Investment Capital Expenditures337,116273,845
Recurring Capital Expenditures:
Data Center$1,768$2,493
Real Estate9,3615,369
Non-Real Estate17,60819,801
Total Recurring Capital Expenditures28,73727,663
Total Capital Spend (on accrual basis)$365,853$301,508
Net (decrease) increase in prepaid capital expenditures(8,768)(766)
Net decrease (increase) in accrued capital expenditures24,060(34,836)
Total Capital Spend (on cash basis)$381,145$265,906

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 three months of 2024 and fiscal year 2023.

On May 2, 2024, we declared a dividend to our stockholders of record as of June 17, 2024 of $0.65 per share, payable on July 5, 2024.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q39

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 concentrations of liquid investments as of March 31, 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 March 31, 2024 is as follows (in thousands):

MARCH 31, 2024
DEBT (INCLUSIVE OF DISCOUNT)UNAMORTIZED DEFERRED FINANCING COSTSCARRYING AMOUNT
Revolving Credit Facility(1)$660,000$(4,265)$655,735
Term Loan A(1)225,000—225,000
Term Loan B due 2026(1)657,605(2,186)655,419
Term Loan B due 2031(1)1,188,318(12,610)1,175,708
Virginia 3 Term Loans(2)165,555(4,206)161,349
Virginia 4/5 Term Loans(2)49,994(5,089)44,905
Australian Dollar Term Loan(2)188,064(426)187,638
UK Bilateral Revolving Credit Facility(2)176,737—176,737
GBP Notes(2)504,963(1,510)503,453
47/8% Notes due 2027(2)1,000,000(4,976)995,024
51/4% Notes due 2028(2)825,000(4,724)820,276
5% Notes due 2028(2)500,000(3,135)496,865
7% Notes due 2029(2)1,000,000(10,281)989,719
47/8% Notes due 2029(2)1,000,000(7,956)992,044
51/4% Notes due 2030(2)1,300,000(9,527)1,290,473
41/2% Notes(2)1,100,000(8,607)1,091,393
5% Notes due 2032(2)750,000(10,880)739,120
55/8% Notes(2)600,000(4,840)595,160
Real Estate Mortgages, Financing Lease Liabilities and Other552,265(678)551,587
Accounts Receivable Securitization Program360,000(265)359,735
Total Long-term Debt12,803,501(96,161)12,707,340
Less Current Portion(118,771)—(118,771)
Long-term Debt, Net of Current Portion$12,684,730$(96,161)$12,588,569

(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").

(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.

LETTERS OF CREDIT

As of March 31, 2024, we had outstanding letters of credit totaling $38.8 million, of which $4.8 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between May 2024 and April 2025.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q40

Part I. Financial Information

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 March 31, 2024 are as follows:

MARCH 31, 2024MAXIMUM/MINIMUM ALLOWABLE
Net total lease adjusted leverage ratio5.1Maximum allowable of 7.0
Fixed charge coverage ratio2.4Minimum 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 March 31, 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 Secured Overnight Financing Rate, 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 March 31, 2024 and December 31, 2023, we have approximately $1,104.0 million and $520.0 million, respectively, in notional value outstanding on our interest rate swap agreements, with maturity dates ranging from October 2025 through February 2027.

IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q41

Part I. Financial Information

CROSS-CURRENCY SWAP AGREEMENTS

We utilize cross-currency interest rate swaps to hedge the variability of exchange rate impacts between the United States dollar and the Euro. As of both March 31, 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.

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 IT asset disposition services provider with operations throughout the United States, for an initial purchase price of approximately $200.0 million, 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 March 31, 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 date of the acquisition is approximately $78.4 million. The present value of the Regency Deferred Purchase Obligation is included as a component of Other Long-term Liabilities in our Condensed Consolidated Balance Sheet at March 31, 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, will be included as a component of Other (income) expense, 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.

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 March 31, 2024 and December 31, 2023 is as follows (in thousands):

MARCH 31, 2024DECEMBER 31, 2023
CARRYING VALUEEQUITY INTERESTCARRYING VALUEEQUITY INTEREST
Frankfurt JV$55,75720%$57,87420%
IRON MOUNTAIN MARCH 31, 2024 FORM 10-Q42

Part I. Financial Information

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