Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q1

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)

JUNE 30, 2024DECEMBER 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents$144,256$222,789
Accounts receivable (less allowances of $78,513 and $74,762 as of June 30, 2024 and December 31, 2023, respectively)1,273,9001,259,826
Prepaid expenses and other295,583252,930
Total Current Assets1,713,7391,735,545
Property, Plant and Equipment:
Property, plant and equipment10,976,91910,373,989
Less—Accumulated depreciation(4,183,895)(4,059,120)
Property, Plant and Equipment, Net6,793,0246,314,869
Other Assets, Net:
Goodwill5,099,7725,017,912
Customer and supplier relationships and other intangible assets1,284,3391,279,800
Operating lease right-of-use assets2,593,4612,696,024
Other482,599429,652
Total Other Assets, Net9,460,1719,423,388
Total Assets$17,966,934$17,473,802
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt$125,409$120,670
Accounts payable527,968539,594
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities)1,174,9791,250,259
Deferred revenue329,718325,665
Total Current Liabilities2,158,0742,236,188
Long-term Debt, net of current portion12,814,16611,812,500
Long-term Operating Lease Liabilities, net of current portion2,453,9352,562,394
Other Long-term Liabilities257,497237,590
Deferred Income Taxes231,150235,410
Commitments and Contingencies
Redeemable Noncontrolling Interests184,861177,947
(Deficit) Equity:
Iron Mountain Incorporated Stockholders' (Deficit) Equity:
Preferred stock (par value $0.01; authorized 10,000,000 shares; none issued and outstanding)——
Common stock (par value $0.01; authorized 400,000,000 shares; issued and outstanding 293,298,465 and 292,142,739 shares as of June 30, 2024 and December 31, 2023, respectively)2,9332,921
Additional paid-in capital4,555,8834,533,691
(Distributions in excess of earnings) Earnings in excess of distributions(4,230,599)(3,953,808)
Accumulated other comprehensive items, net(461,091)(371,156)
Total Iron Mountain Incorporated Stockholders' (Deficit) Equity(132,874)211,648
Noncontrolling Interests125125
Total (Deficit) Equity(132,749)211,773
Total Liabilities and (Deficit) Equity$17,966,934$17,473,802

The accompanying notes are an integral part of these condensed consolidated financial statements.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q2

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)

THREE MONTHS ENDED JUNE 30,
20242023
Revenues:
Storage rental$919,746$830,756
Service614,663527,180
Total Revenues1,534,4091,357,936
Operating Expenses:
Cost of sales (excluding depreciation and amortization)675,971592,644
Selling, general and administrative344,838311,805
Depreciation and amortization224,501195,367
Acquisition and Integration Costs9,5021,511
Restructuring and other transformation46,51345,588
Loss (Gain) on disposal/write-down of property, plant and equipment, net2,790(1,505)
Total Operating Expenses1,304,1151,145,410
Operating Income (Loss)230,294212,526
Interest Expense, Net (includes Interest Income of $0 and $2,290 for the three months ended June 30, 2024 and 2023, respectively)176,521144,178
Other Expense (Income), Net5,83362,950
Net Income (Loss) Before Provision (Benefit) for Income Taxes47,9405,398
Provision (Benefit) for Income Taxes13,3194,255
Net Income (Loss)34,6211,143
Less: Net (Loss) Income Attributable to Noncontrolling Interests(1,162)1,029
Net Income (Loss) Attributable to Iron Mountain Incorporated$35,783$114
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:
Basic$0.12$0.00
Diluted$0.12$0.00
Weighted Average Common Shares Outstanding—Basic293,340291,825
Weighted Average Common Shares Outstanding—Diluted295,838293,527

The accompanying notes are an integral part of these condensed consolidated financial statements.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q3

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)

SIX MONTHS ENDED JUNE 30,
20242023
Revenues:
Storage rental$1,804,588$1,640,845
Service1,206,6841,031,440
Total Revenues3,011,2722,672,285
Operating Expenses:
Cost of sales (excluding depreciation and amortization)1,329,2261,164,270
Selling, general and administrative664,303606,325
Depreciation and amortization434,056377,461
Acquisition and Integration Costs17,3113,106
Restructuring and other transformation87,28082,501
Loss (Gain) on disposal/write-down of property, plant and equipment, net3,179(14,566)
Total Operating Expenses2,535,3552,219,097
Operating Income (Loss)475,917453,188
Interest Expense, Net (includes Interest Income of $3,425 and $5,197 for the six months ended June 30, 2024 and 2023, respectively)341,040281,347
Other (Income) Expense, Net(6,697)84,150
Net Income (Loss) Before Provision (Benefit) for Income Taxes141,57487,691
Provision (Benefit) for Income Taxes29,92821,013
Net Income (Loss)111,64666,678
Less: Net Income (Loss) Attributable to Noncontrolling Interests1,8021,969
Net Income (Loss) Attributable to Iron Mountain Incorporated$109,844$64,709
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:
Basic$0.37$0.22
Diluted$0.37$0.22
Weighted Average Common Shares Outstanding—Basic293,043291,633
Weighted Average Common Shares Outstanding—Diluted295,529293,288

The accompanying notes are an integral part of these condensed consolidated financial statements.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q4

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS) (UNAUDITED)

THREE MONTHS ENDED JUNE 30,
20242023
Net Income (Loss)$34,621$1,143
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment(31,579)18,035
Change in Fair Value of Derivative Instruments(488)7,896
Reclassifications from Accumulated Other Comprehensive Items, net—(2,527)
Total Other Comprehensive (Loss) Income:(32,067)23,404
Comprehensive Income (Loss)2,55424,547
Comprehensive (Loss) Income Attributable to Noncontrolling Interests(935)909
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated$3,489$23,638
SIX MONTHS ENDED JUNE 30,
20242023
Net Income (Loss)$111,646$66,678
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustment(98,848)58,261
Change in Fair Value of Derivative Instruments10,9004,454
Reclassifications from Accumulated Other Comprehensive Items, net(2,528)(2,527)
Total Other Comprehensive (Loss) Income:(90,476)60,188
Comprehensive Income (Loss)21,170126,866
Comprehensive Income (Loss) Attributable to Noncontrolling Interests1,2612,398
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated$19,909$124,468

The accompanying notes are an integral part of these condensed consolidated financial statements.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q5

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF (DEFICIT) EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)

THREE MONTHS ENDED JUNE 30, 2024
IRON MOUNTAIN INCORPORATED STOCKHOLDERS' (DEFICIT) EQUITY
COMMON STOCKADDITIONAL PAID-IN CAPITAL(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONSACCUMULATED OTHER COMPREHENSIVE ITEMS, NETNONCONTROLLING INTERESTSREDEEMABLE NONCONTROLLING INTERESTS
TOTALSHARESAMOUNTS
Balance, March 31, 2024$18,660293,085,683$2,931$4,518,644$(4,074,243)$(428,797)$125$179,222
Issuance and net settlement of shares under employee stock purchase and option plans and stock-based compensation37,241212,782237,239————
Changes in equity related to redeemable noncontrolling interests———————7,284
Parent cash dividends declared(192,139)———(192,139)———
Other comprehensive (loss) income(32,294)————(32,294)—227
Net income (loss)35,783———35,783——(1,162)
Noncontrolling interests dividends———————(710)
Balance, June 30, 2024$(132,749)293,298,465$2,933$4,555,883$(4,230,599)$(461,091)$125$184,861
SIX MONTHS ENDED JUNE 30, 2024
IRON MOUNTAIN INCORPORATED STOCKHOLDERS' (DEFICIT) EQUITY
COMMON STOCKADDITIONAL PAID-IN CAPITAL(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONSACCUMULATED OTHER COMPREHENSIVE ITEMS, NETNONCONTROLLING INTERESTSREDEEMABLE NONCONTROLLING INTERESTS
TOTALSHARESAMOUNTS
Balance, December 31, 2023$211,773292,142,739$2,921$4,533,691$(3,953,808)$(371,156)$125$177,947
Issuance and net settlement of shares under employee stock purchase and option plans and stock-based compensation21,7821,155,7261221,770————
Changes in equity related to redeemable noncontrolling interests422——422———6,862
Parent cash dividends declared(386,635)———(386,635)———
Other comprehensive (loss) income(89,935)————(89,935)—(541)
Net income (loss)109,844———109,844——1,802
Noncontrolling interests dividends———————(1,209)
Balance, June 30, 2024$(132,749)293,298,465$2,933$4,555,883$(4,230,599)$(461,091)$125$184,861

The accompanying notes are an integral part of these condensed consolidated financial statements.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q6

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)

THREE MONTHS ENDED JUNE 30, 2023
IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
COMMON STOCKADDITIONAL PAID-IN CAPITAL(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONSACCUMULATED OTHER COMPREHENSIVE ITEMS, NETNONCONTROLLING INTERESTSREDEEMABLE NONCONTROLLING INTERESTS
TOTALSHARESAMOUNTS
Balance, March 31, 2023$545,589291,584,999$2,916$4,459,265$(3,510,949)$(405,768)$125$95,630
Issuance and net settlement of shares under employee stock purchase and option plans and stock-based compensation27,862239,959227,860————
Changes in equity related to redeemable noncontrolling interests1,367——1,367———(1,367)
Parent cash dividends declared(182,113)———(182,113)———
Other comprehensive income (loss)23,524————23,524—(120)
Net Income (Loss)114———114——1,029
Noncontrolling interests equity contributions———————9,900
Noncontrolling interests dividends———————(1,013)
Balance, June 30, 2023$416,343291,824,958$2,918$4,488,492$(3,692,948)$(382,244)$125$104,059
SIX MONTHS ENDED JUNE 30, 2023
IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
COMMON STOCKADDITIONAL PAID-IN CAPITAL(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONSACCUMULATED OTHER COMPREHENSIVE ITEMS, NETNONCONTROLLING INTERESTSREDEEMABLE NONCONTROLLING INTERESTS
TOTALSHARESAMOUNTS
Balance, December 31, 2022$636,793290,830,296$2,908$4,468,035$(3,392,272)$(442,003)$125$95,160
Issuance and net settlement of shares under employee stock purchase and option plans and stock-based compensation19,100994,6621019,090————
Changes in equity related to redeemable noncontrolling interests1,367——1,367———(1,367)
Parent cash dividends declared(365,385)———(365,385)———
Other comprehensive income (loss)59,759————59,759—429
Net income (loss)64,709———64,709——1,969
Noncontrolling interests equity contributions———————9,900
Noncontrolling interests dividends———————(2,032)
Balance, June 30, 2023$416,343291,824,958$2,918$4,488,492$(3,692,948)$(382,244)$125$104,059

The accompanying notes are an integral part of these condensed consolidated financial statements.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q7

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS) (UNAUDITED)

SIX MONTHS ENDED JUNE 30,
20242023
Cash Flows from Operating Activities:
Net income (loss)$111,646$66,678
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation302,562254,395
Amortization (includes amortization of deferred financing costs and discounts of $12,243 and $8,095 for the six months ended June 30, 2024 and 2023, respectively)143,737131,161
Revenue reduction associated with amortization of customer inducements and above- and below-market leases2,7983,491
Stock-based compensation expense43,92834,882
(Benefit) provision for deferred income taxes(442)2,799
Loss (gain) on disposal/write-down of property, plant and equipment, net3,179(14,566)
Loss associated with the Clutter Acquisition—38,000
Foreign currency transactions and other, net12,65569,183
(Increase) decrease in assets(86,117)(31,071)
(Decrease) increase in liabilities(21,731)(108,858)
Cash Flows from Operating Activities512,215446,094
Cash Flows from Investing Activities:
Capital expenditures(777,901)(600,758)
Cash paid for acquisitions, net of cash acquired(123,323)(21,465)
Customer inducements(3,457)(2,630)
Contract costs(50,800)(39,989)
Investments in joint ventures and other investments, net(10,190)(15,830)
Proceeds from sales of property and equipment and other, net5,92335,390
Cash Flows from Investing Activities(959,748)(645,282)
Cash Flows from Financing Activities:
Repayment of revolving credit facility, term loan facilities and other debt(4,896,450)(10,087,033)
Proceeds from revolving credit facility, term loan facilities and other debt5,843,3629,683,880
Net proceeds from sale of senior note—990,000
Debt financing and equity contribution from noncontrolling interests—9,900
Equity distribution to noncontrolling interests(1,209)(2,032)
Parent cash dividends(388,709)(367,060)
Payment of deferred purchase obligation(158,677)—
Net (payments) proceeds associated with employee stock-based awards(22,146)(15,782)
Other, net(6,880)(2,046)
Cash Flows from Financing Activities369,291209,827
Effect of Exchange Rates on Cash and Cash Equivalents(291)(2,943)
(Decrease) increase in Cash and Cash Equivalents(78,533)7,696
Cash and Cash Equivalents, Beginning of Period222,789141,797
Cash and Cash Equivalents, End of Period$144,256$149,493
Supplemental Information:
Cash Paid for Interest$382,823$270,146
Cash Paid for Income Taxes, Net$43,099$46,502
Non-Cash Investing and Financing Activities:
Financing Leases and Other$67,996$61,085
Accrued Capital Expenditures$213,636$192,197
Deferred Purchase Obligations and Other Deferred Payments$133,813$9,290
Dividends Payable$200,318$192,597

The accompanying notes are an integral part of these condensed consolidated financial statements.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q8

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data) (Unaudited)

1. GENERAL

The unaudited condensed consolidated financial statements of Iron Mountain Incorporated, a Delaware corporation, and its subsidiaries ("we" or "us"), have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, but we believe that the disclosures included herein are adequate to make the information presented not misleading. The interim condensed consolidated financial statements are presented herein and, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year.

The Condensed Consolidated Financial Statements and Notes thereto, which are included herein, should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 22, 2024 (our "Annual Report").

In September 2022, we announced a global program designed to accelerate the growth of our business ("Project Matterhorn"). See Note 11.

We have been organized and have operated as a real estate investment trust for United States federal income tax purposes beginning with our taxable year ended December 31, 2014.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and cash invested in highly liquid short-term securities, which have remaining maturities at the date of purchase of less than 90 days. Cash and cash equivalents are carried at cost, which approximates fair value.

B. ACCOUNTS RECEIVABLE

We maintain an allowance for doubtful accounts and a credit memo reserve for estimated losses resulting from the potential inability of our customers to make required payments and potential disputes regarding billing and service issues. The rollforward of the allowance for doubtful accounts and credit memo reserves for the six months ended June 30, 2024 is as follows:

Balance as of December 31, 2023$74,762
Credit memos charged to revenue44,137
Allowance for bad debts charged to expense24,233
Deductions and other(1)(64,619)
Balance as of June 30, 2024$78,513

(1)Primarily consists of the issuance of credit memos, the write-off of accounts receivable and the impact associated with currency translation adjustments.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q9

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

C. LEASES

We lease facilities for certain warehouses, data centers and office space. We also have land leases, including those on which certain facilities are located.

Operating and financing lease right-of-use assets and lease liabilities as of June 30, 2024 and December 31, 2023 are as follows:

DESCRIPTIONJUNE 30, 2024DECEMBER 31, 2023
Assets:
Operating lease right-of-use assets$2,593,461$2,696,024
Financing lease right-of-use assets, net of accumulated depreciation(1)340,842304,600
Liabilities:
Current
Operating lease liabilities$302,234$291,795
Financing lease liabilities(1)42,26039,089
Long-term
Operating lease liabilities$2,453,935$2,562,394
Financing lease liabilities(1)336,653310,776

(1)Financing lease right-of-use assets, current financing lease liabilities and long-term financing lease liabilities are included within Property, plant and equipment, net, Current portion of long-term debt and Long-term debt, net of current portion, respectively, within our Condensed Consolidated Balance Sheets.

The components of the lease expense for the three and six months ended June 30, 2024 and 2023 are as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
DESCRIPTION2024202320242023
Operating lease cost(1)$172,735$161,241$344,481$317,114
Financing lease cost:
Depreciation of financing lease right-of-use assets$12,078$10,202$23,022$20,210
Interest expense for financing lease liabilities5,2174,41610,4388,757

(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $39,594 and $77,688 for the three and six months ended June 30, 2024, respectively, and $34,418 and $65,998 for the three and six months ended June 30, 2023, respectively.

Other information: Supplemental cash flow information relating to our leases for the six months ended June 30, 2024 and 2023 is as follows:

SIX MONTHS ENDED JUNE 30,
CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES:20242023
Operating cash flows used in operating leases$235,030$220,764
Operating cash flows used in financing leases (interest)10,4388,757
Financing cash flows used in financing leases21,53622,010
NON-CASH ITEMS:
Operating lease modifications and reassessments$573$44,779
New operating leases (including acquisitions and sale-leaseback transactions)80,474163,326
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q10

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D. GOODWILL

Our reporting units as of December 31, 2023 are described in detail in Note 2.l. to Notes to Consolidated Financial Statements included in our Annual Report.

The changes in the carrying value of goodwill attributable to each reportable segment and Corporate and Other (as defined in Note 9) for the six months ended June 30, 2024 are as follows:

GLOBAL RIM BUSINESSGLOBAL DATA CENTER BUSINESSCORPORATE AND OTHERTOTAL CONSOLIDATED
Goodwill balance, net of accumulated amortization, as of December 31, 2023$3,911,945$478,930$627,037$5,017,912
Tax deductible goodwill acquired during the period——131,790131,790
Fair value and other adjustments963(186)(186)591
Currency effects(45,888)(3,928)(705)(50,521)
Goodwill balance, net of accumulated amortization, as of June 30, 2024$3,867,020$474,816$757,936$5,099,772
Accumulated goodwill impairment balance as of June 30, 2024$132,409$—$26,011$158,420
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q11

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

E. FAIR VALUE MEASUREMENTS

The assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2024 and December 31, 2023 are as follows:

FAIR VALUE MEASUREMENTS AT JUNE 30, 2024 USING
DESCRIPTIONTOTAL CARRYING VALUE AT JUNE 30, 2024QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)****(2)
Money Market Funds$10,218$—$10,218$—
Time Deposits20,762—20,762—
Trading Securities8,8417,1661,675—
Derivative Assets25,607—25,607—
Derivative Liabilities2,670—2,670—
Deferred Purchase Obligations(1)114,703——114,703
FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2023 USING
DESCRIPTIONTOTAL CARRYING VALUE AT DECEMBER 31, 2023QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)****(2)
Money Market Funds$66,008$—$66,008$—
Time Deposits15,913—15,913—
Trading Securities9,9526,1493,803—
Derivative Assets6,359—6,359—
Derivative Liabilities5,769—5,769—
Deferred Purchase Obligations(1)208,265——208,265

(1)Primarily relates to the fair values of the deferred purchase obligations associated with the ITRenew Transaction (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report) and the Regency Transaction (as defined in Note 3).

(2)The following is a rollforward of the Level 3 liabilities presented above for December 31, 2023 through June 30, 2024:

Balance as of December 31, 2023$208,265
Additions63,700
Payments(158,677)
Other changes, including accretion1,415
Balance as of June 30, 2024$114,703

The level 3 valuations of the deferred purchase obligations were determined utilizing Monte-Carlo models and take into account our forecasted projections as they relate to the underlying performance of the respective businesses. The Monte-Carlo simulation model applied in assessing the fair value of the deferred purchase obligation associated with the ITRenew Transaction incorporates assumptions as to expected gross profits over the achievement period, including adjustments for the volatility of timing and amount of the associated revenue and costs, as well as discount rates that account for the risk of the arrangement and overall market risks. The Monte-Carlo simulation model applied in assessing the fair value of the deferred purchase obligation associated with the Regency Transaction incorporates assumptions as to expected revenue over the achievement period, including adjustments for volatility and timing, as well as discount rates that account for the risk of the arrangement and overall market risks. Any material change to these assumptions may result in a significantly higher or lower fair value of the related deferred purchase obligation.

There were no material items that were measured at fair value on a non-recurring basis at June 30, 2024 and December 31, 2023 other than (i) those disclosed in Note 2.p. to Notes to Consolidated Financial Statements included in our Annual Report and (ii) assets acquired and liabilities assumed through our acquisitions that occurred during the six months ended June 30, 2024 (see Note 3), both of which are based on Level 3 inputs.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q12

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

F. ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET

The changes in Accumulated other comprehensive items, net for the three and six months ended June 30, 2024 and 2023 are as follows:

THREE MONTHS ENDED JUNE 30, 2024THREE MONTHS ENDED JUNE 30, 2023
FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTSDERIVATIVE FINANCIAL INSTRUMENTSTOTALFOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTSDERIVATIVE FINANCIAL INSTRUMENTSTOTAL
Beginning of Period$(440,129)$11,332$(428,797)$(414,832)$9,064$(405,768)
Other comprehensive (loss) income:
Foreign currency translation and other adjustments(31,806)—(31,806)18,155—18,155
Change in fair value of derivative instruments—(488)(488)—7,8967,896
Reclassifications from accumulated other comprehensive items, net————(2,527)(2,527)
Total other comprehensive (loss) income(31,806)(488)(32,294)18,1555,36923,524
End of Period$(471,935)$10,844$(461,091)$(396,677)$14,433$(382,244)
SIX MONTHS ENDED JUNE 30, 2024SIX MONTHS ENDED JUNE 30, 2023
FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTSDERIVATIVE FINANCIAL INSTRUMENTSTOTALFOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTSDERIVATIVE FINANCIAL INSTRUMENTSTOTAL
Beginning of Period$(373,628)$2,472$(371,156)$(454,509)$12,506$(442,003)
Other comprehensive (loss) income:
Foreign currency translation and other adjustments(98,307)—(98,307)57,832—57,832
Change in fair value of derivative instruments—10,90010,900—4,4544,454
Reclassifications from accumulated other comprehensive items, net—(2,528)(2,528)—(2,527)(2,527)
Total other comprehensive (loss) income(98,307)8,372(89,935)57,8321,92759,759
End of Period$(471,935)$10,844$(461,091)$(396,677)$14,433$(382,244)

G. REVENUES

The costs associated with the initial movement of customer records into physical storage and certain commissions are considered costs to fulfill or obtain customer contracts (collectively, "Contract Costs"). Contract Costs as of June 30, 2024 and December 31, 2023 are as follows:

JUNE 30, 2024DECEMBER 31, 2023
GROSS CARRYING AMOUNTACCUMULATED AMORTIZATIONNET CARRYING AMOUNTGROSS CARRYING AMOUNTACCUMULATED AMORTIZATIONNET CARRYING AMOUNT
Intake Costs asset$77,922$(38,683)$39,239$76,150$(39,617)$36,533
Commissions asset178,289(67,801)110,488156,639(64,279)92,360
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q13

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred revenue liabilities are reflected in our Condensed Consolidated Balance Sheets as follows:

DESCRIPTIONLOCATION IN BALANCE SHEETJUNE 30, 2024DECEMBER 31, 2023
Deferred revenue - CurrentDeferred revenue$329,718$325,665
Deferred revenue - Long-termOther Long-term Liabilities95,605100,770

DATA CENTER LESSOR CONSIDERATIONS

Our Global Data Center Business features storage rental provided to customers at contractually specified rates over a fixed contractual period, which are accounted for in accordance with Accounting Standards Codification 842, Leases. Storage rental revenue associated with our Global Data Center Business for the three and six months ended June 30, 2024 and 2023 is as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024202320242023
Storage rental revenue$147,397$110,990$287,425$218,425

H. STOCK-BASED COMPENSATION

Our stock-based compensation expense includes the cost of stock options, restricted stock units ("RSUs") and performance units ("PUs") (together, the "Employee Stock-Based Awards").

STOCK-BASED COMPENSATION EXPENSE

Stock-based compensation expense for the Employee Stock-Based Awards for the three and six months ended June 30, 2024 and 2023 is as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024202320242023
Stock-based compensation expense$29,889$22,373$43,928$34,882

During the six months ended June 30, 2024, we granted approximately 83,100 stock options, 644,200 RSUs and 450,700 PUs under the 2014 Plan (as defined in Note 2.t to Notes to Consolidated Financial Statements included in our Annual Report).

As of June 30, 2024, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards, inclusive of our estimated achievement of the performance metrics, is $111,128.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q14

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

I. ACQUISITION AND INTEGRATION COSTS

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

Acquisition and Integration Costs for the three and six months ended June 30, 2024 and 2023 are as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024202320242023
Acquisition and Integration Costs$9,502$1,511$17,311$3,106

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

Loss (gain) on disposal/write-down of property, plant and equipment, net for the three and six months ended June 30, 2024 and 2023 is as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024202320242023**(1)**
Loss (gain) on disposal/write-down of property, plant and equipment, net$2,790$(1,505)$3,179$(14,566)

(1) The gains for the six months ended June 30, 2023 primarily consist of a gain of approximately $18,500 associated with a sale-leaseback transaction of a facility in Singapore during the first quarter 2023. The gains recognized during 2023 are the result of our program to monetize a small portion of our industrial assets through sale and sale-leaseback transactions. The terms for these leases are consistent with the terms of our lease portfolio, which are disclosed in detail in Note 2.j. to Notes to Consolidated Financial Statements included in our Annual Report.

K. OTHER EXPENSE (INCOME), NET

Other expense (income), net for the three and six months ended June 30, 2024 and 2023 consists of the following:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
DESCRIPTION2024202320242023
Foreign currency transaction losses (gains), net(1)$1,013$15,063$(15,366)$29,487
Other, net(2)4,82047,8878,66954,663
Other Expense (Income), Net$5,833$62,950$(6,697)$84,150

(1)The losses for the three and six months ended June 30, 2023 primarily consist of the impact of changes in the exchange rate of the British pound sterling against the United States dollar on our intercompany balances with and between certain of our subsidiaries.

(2)Other, net for the six months ended June 30, 2023 consists primarily of a loss of approximately $38,000 associated with the remeasurement to fair value of our previously held equity interest in the Clutter JV (as defined and discussed in Note 10) as well as losses on our equity method investments and the change in value of the Deferred Purchase Obligation (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report).

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q15

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

L. INCOME TAXES

We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our effective tax rates for the three and six months ended June 30, 2024 and 2023 are as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024**(1)**2023**(2)**20242023**(2)**
Effective Tax Rate27.8%78.8%21.1%24.0%

(1)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three months ended June 30, 2024 were the lack of tax benefits recognized for the year to date ordinary losses of certain entities, the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject.

(2)The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and six months ended June 30, 2023 were (i) the loss of approximately $38,000 recorded in Other, net a component of Other expense (income), net during the second quarter of 2023 to reflect the remeasurement of our previously held equity interest in the Clutter JV to fair value, for which there was no tax impact, (ii) the benefits derived from the dividends paid deduction and (iii) the differences in the tax rates to which our foreign earnings are subject.

M. INCOME (LOSS) PER SHARE—BASIC AND DILUTED

The calculations of basic and diluted income (loss) per share for the three and six months ended June 30, 2024 and 2023 are as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024202320242023
Net Income (Loss)$34,621$1,143$111,646$66,678
Less: Net (Loss) Income Attributable to Noncontrolling Interests(1,162)1,0291,8021,969
Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation)$35,783$114$109,844$64,709
Weighted-average shares—basic293,340,000291,825,000293,043,000291,633,000
Effect of dilutive potential stock options2,068,0001,322,0001,977,0001,269,000
Effect of dilutive potential RSUs and PUs430,000380,000509,000386,000
Weighted-average shares—diluted295,838,000293,527,000295,529,000293,288,000
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:
Basic$0.12$0.00$0.37$0.22
Diluted$0.12$0.00$0.37$0.22
Antidilutive stock options, RSUs and PUs excluded from the calculation506,149157,132435,957151,431
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q16

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

3. ACQUISITIONS

REGENCY TECHNOLOGIES

On January 3, 2024, in order to expand our asset lifecycle management ("ALM") business, we acquired 100% of RSR Partners, LLC (doing business as Regency Technologies), an information technology asset disposition services provider with operations throughout the United States, for an initial purchase price of approximately $200,000, subject to certain working capital adjustments at, and subsequent to, the closing, with $125,000 paid at closing, funded by borrowings under the Revolving Credit Facility (as defined in Note 6), and the remaining $75,000 (the “January 2025 Payment”) to be paid in January 2025 (the "Regency Transaction"). The present value of the January 2025 Payment is included as a component of Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet at June 30, 2024. The agreement for the Regency Transaction also includes a performance-based contingent consideration with a potential earnout range from zero to $200,000 based upon achievement of certain three-year cumulative revenue targets, which would be payable in 2027, if earned (the “Regency Deferred Purchase Obligation”). The preliminary fair value estimate of the Regency Deferred Purchase Obligation as of the acquisition date was approximately $78,400. See Note 2.e. for details on the methodology used to establish the fair value. The fair value of the Regency Deferred Purchase Obligation is included as a component of Other long-term liabilities in our Condensed Consolidated Balance Sheet at June 30, 2024. Subsequent increases or decreases in the fair value estimate of the Regency Deferred Purchase Obligation, as well as the accretion of the discount to present value, is included as a component of Other expense (income), net in our Condensed Consolidated Statements of Operations until the deferred purchase obligation is settled or paid. Subsequent to the acquisition, the results of Regency Technologies are included as a component of Corporate and Other.

WEB WERKS

On July 1, 2024, we entered into an agreement with the minority shareholders of Web Werks India Private Limited to acquire the remaining interest in the Web Werks JV (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report). Pursuant to the agreement, we will acquire the remaining approximately 36.61% interest in the Web Werks JV in two separate transactions. On July 5, 2024, we completed the acquisition of an approximately 8.55% interest in the Web Werks JV (“Tranche I”) for approximately 3,000,000 Indian rupees (or approximately $35,000, based upon the exchange rate between the United States dollar and Indian rupee on the closing date of Tranche I). During the third quarter of 2024, we will recognize a charge of approximately $17,000, which will be recorded to Other expense (income), net, representing the difference between the purchase price of Tranche I and the related liability we have recorded on our Condensed Consolidated Balance Sheet at June 30, 2024. Subsequent to the Tranche I payment, our ownership interest in the Web Werks JV is approximately 71.94%. In March 2025, we will be required to make an additional payment of approximately 9,600,000 Indian rupees (or approximately $115,000, based upon the exchange rate between the United States dollar and Indian rupee as of June 30, 2024) (“Tranche II”) to acquire the remaining approximately 28.06% interest in the Web Werks JV. As part of the Tranche II payment in March 2025, we may also make an incremental payment of approximately 1,000,000 Indian rupees (or approximately $12,000, based upon the exchange rate between the United States dollar and Indian rupee as of June 30, 2024) if certain infrastructure goals are achieved before December 31, 2024. Any difference between the fair value of the approximately 28.06% interest and the total consideration paid will be recorded to Other expense (income), net.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q17

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

3. ACQUISITIONS (CONTINUED)

PRELIMINARY PURCHASE PRICE ALLOCATION

A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for our acquisition closed during the six months ended June 30, 2024 is as follows:

SIX MONTHS ENDED JUNE 30, 2024
Cash Paid (gross of cash acquired)$125,844
Deferred Purchase Obligations, Purchase Price Holdbacks and Other(1)133,813
Total Consideration259,657
Fair Value of Identifiable Assets Acquired(2)156,108
Fair Value of Identifiable Liabilities Acquired(28,241)
Goodwill Initially Recorded(3)$131,790

(1)Consists of the acquisition-date fair values of the Regency Deferred Purchase Obligation and the January 2025 Payment.

(2)Assets acquired include a supplier relationship intangible asset, which has a fair value of $107,500 and a weighted average life of approximately 20 years.

(3)Goodwill is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and the acquired businesses.

The preliminary purchase price allocations that are not finalized as of June 30, 2024 relate to the final assessment of the fair value of the assets acquired and the fair value of the deferred purchase obligation, which may differ materially from these preliminary estimates associated with the acquisition closed during the six months ended June 30, 2024. Any adjustments to our estimates of purchase price allocations will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Purchase price allocation adjustments recorded during the six months ended June 30, 2024 were not material to our balance sheet or results from operations.

4. INVESTMENTS

JOINT VENTURE SUMMARY

Our joint venture with AGC Equity Partners (the "Frankfurt JV") is accounted for as an equity method investment and is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying value and equity interest in the Frankfurt JV at June 30, 2024 and December 31, 2023 is as follows:

JUNE 30, 2024DECEMBER 31, 2023
CARRYING VALUEEQUITY INTERESTCARRYING VALUEEQUITY INTEREST
Frankfurt JV$64,56120%$57,87420%
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q18

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative instruments we are party to include: (i) interest rate swap agreements (which are designated as cash flow hedges) and (ii) cross-currency swap agreements (which are designated as net investment hedges).

INTEREST RATE SWAP AGREEMENTS DESIGNATED AS CASH FLOW HEDGES

We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon the one-month Secured Overnight Financing Rate ("SOFR"), in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities.

As of June 30, 2024 and December 31, 2023, we have approximately $1,251,000 and $520,000, respectively, in notional value outstanding on our interest rate swap agreements, with maturity dates ranging from October 2025 through May 2027.

CROSS-CURRENCY SWAP AGREEMENTS DESIGNATED AS A HEDGE OF NET INVESTMENT

We utilize cross-currency swaps to hedge the variability of exchange rate impacts between the United States dollar and the Euro. As of both June 30, 2024 and December 31, 2023, we have approximately $509,200 in notional value outstanding on cross-currency interest rate swaps, with maturity dates ranging from August 2024 through February 2026.

We have designated these cross-currency swap agreements as hedges of net investments in certain of our Euro denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at the end of each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The excluded component of our cross-currency swap agreements is recorded in Accumulated other comprehensive items, net and amortized to interest expense on a straight-line basis.

The fair values of derivative instruments recognized in our Condensed Consolidated Balance Sheets at June 30, 2024 and December 31, 2023, by derivative instrument, are as follows:

JUNE 30, 2024DECEMBER 31, 2023
DERIVATIVE INSTRUMENTS**(1)**AssetsLiabilitiesAssetsLiabilities
Cash Flow Hedges*(2)*
Interest rate swap agreements$11,898$(2,670)$1,601$(3,273)
Net Investment Hedges*(3)*
Cross-currency swap agreements13,709—4,758(2,496)

(1)Our derivative assets are included as a component of (i) Prepaid expenses and other or (ii) Other within Other assets, net and our derivative liabilities are included as a component of (i) Accrued expenses and other current liabilities or (ii) Other long-term liabilities in our Condensed Consolidated Balance Sheets. As of June 30, 2024, $2,074 is included within Prepaid expenses and other, $23,533 is included within Other assets and $2,670 is included within Other long-term liabilities. As of December 31, 2023, $6,359 is included within Other assets, $2,496 is included within Accrued expenses and other current liabilities and $3,273 is included within Other long-term liabilities.

(2)As of June 30, 2024, cumulative net gains recorded within Accumulated other comprehensive items, net associated with our interest rate swap agreements are $10,844.

(3)As of June 30, 2024, cumulative net gains recorded within Accumulated other comprehensive items, net associated with our cross-currency swap agreements are $52,259, which include $38,550 related to the excluded component of our cross-currency swap agreements.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q19

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

5. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (CONTINUED)

Unrealized (losses) gains recognized in Accumulated other comprehensive items, net during the three and six months ended June 30, 2024 and 2023, by derivative instrument, are as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
DERIVATIVE INSTRUMENTS2024202320242023
Cash Flow Hedges
Interest rate swap agreements$(488)$7,896$10,900$4,454
Net Investment Hedges
Cross-currency swap agreements3,135(12,704)11,447(21,507)
Cross-currency swap agreements (excluded component)4,1775,8178,35311,651

(Losses) gains recognized in Net income (loss) during the three and six months ended June 30, 2024 and 2023, by derivative instrument, are as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
DERIVATIVE INSTRUMENTSLocation of gain (loss)2024202320242023
Cash Flow Hedges
Interest rate swap agreementsInterest expense$—$2,527$2,528$2,527
Net Investment Hedges
Cross-currency swap agreements (excluded component)Interest expense(4,177)(5,817)(8,353)(11,651)
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q20

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

6. DEBT

Long-term debt is as follows:

JUNE 30, 2024DECEMBER 31, 2023
DEBT (INCLUSIVE OF DISCOUNT)UNAMORTIZED DEFERRED FINANCING COSTSCARRYING AMOUNTFAIR VALUEDEBT (INCLUSIVE OF DISCOUNT)UNAMORTIZED DEFERRED FINANCING COSTSCARRYING AMOUNTFAIR VALUE
Revolving Credit Facility(1)$745,000$(4,065)$740,935$745,000$—$(4,621)$(4,621)$—
Term Loan A(1)221,875—221,875221,875228,125—228,125228,125
Term Loan B due 2026(1)655,911(1,874)654,037656,250659,298(2,498)656,800659,750
Term Loan B due 2031(1)1,185,635(12,369)1,173,2661,194,0001,191,000(13,026)1,177,9741,200,000
Virginia 3 Term Loans(2)221,615(3,771)217,844221,615101,218(4,641)96,577101,218
Virginia 4/5 Term Loans(2)61,513(4,286)57,22761,51316,338(5,892)10,44616,338
Virginia 6 Term Loans(3)53,825(5,585)48,24053,825————
Australian Dollar Term Loan(2)191,334(365)190,969192,498197,743(482)197,261199,195
UK Bilateral Revolving Credit Facility(2)177,043—177,043177,043178,239—178,239178,239
GBP Notes(2)505,836(1,274)504,562492,780509,254(1,763)507,491489,108
47/8% Notes due 2027(2)1,000,000(4,621)995,379962,5001,000,000(5,332)994,668967,500
51/4% Notes due 2028(2825,000(4,428)820,572796,125825,000(5,019)819,981800,250
5% Notes due 2028(2)500,000(2,954)497,046477,500500,000(3,316)496,684478,750
7% Notes due 2029(2)1,000,000(9,750)990,2501,012,5001,000,000(10,813)989,1871,027,500
47/8% Notes due 2029(2)1,000,000(7,595)992,405937,5001,000,000(8,318)991,682945,000
51/4% Notes due 2030(2)1,300,000(9,151)1,290,8491,228,5001,300,000(9,903)1,290,0971,241,500
41/2% Notes(2)1,100,000(8,296)1,091,704990,0001,100,000(8,917)1,091,083995,500
5% Notes due 2032(2)750,000(10,553)739,447682,500750,000(11,206)738,794684,375
55/8% Notes(2)600,000(4,695)595,305565,500600,000(4,985)595,015567,000
Real Estate Mortgages, Financing Lease Liabilities and Other568,267(638)567,629568,267519,907(403)519,504519,907
Accounts Receivable Securitization Program(3)373,800(809)372,991373,800358,500(317)358,183358,183
Total Long-term Debt13,036,654(97,079)12,939,57512,034,622(101,452)11,933,170
Less Current Portion(125,409)—(125,409)(120,670)—(120,670)
Long-term Debt, Net of Current Portion$12,911,245$(97,079)$12,814,166$11,913,952$(101,452)$11,812,500

(1)Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A facility (the “Term Loan A”) and two term loan B facilities (the "Term Loan B due 2026" and the "Term Loan B due 2031"). The remaining amount available for borrowing under the Revolving Credit Facility as of June 30, 2024 was $1,496,102 (which represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 7.2% as of June 30, 2024. Due to the discontinuance of the Canadian Dollar Offered Rate reference rate on June 28, 2024, the Credit Agreement was amended on June 7, 2024 to update the interest rate benchmark available for Canadian currency borrowings under our Revolving Credit Facility to the Canadian Overnight Repo Rate Average, effective July 1, 2024. All other material terms of the Revolving Credit Facility remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.

(2)Each as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.

(3)The fair value (Level 2 of fair value hierarchy described at Note 2.e.) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate.

See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments, which are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of June 30, 2024).

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q21

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

6. DEBT (CONTINUED)

CREDIT AGREEMENT

On July 2, 2024, we amended the Credit Agreement, which resulted in (i) an increase in the principal amount of the Term Loan B due 2031 from $1,194,000 to approximately $1,806,700, (ii) a decrease in the interest rate of the Term Loan B due 2031 from SOFR plus 2.25% to SOFR plus 2.00% and (iii) a decrease in the principal amount of our Term Loan B due 2026 from approximately $656,300 to approximately $53,400. We paid original issue discount fees of approximately $4,300 in connection with this amendment. Quarterly principal payments of approximately $4,500 on the Term Loan B due 2031 will commence in September 2024. All other material terms remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.

VIRGINIA CREDIT AGREEMENTS

As our Global Data Center business continues to expand, we have entered into credit agreements in order to partially finance the construction of various data centers. During the quarter ended June 30, 2024, we entered into two new agreements. These agreements primarily consist of the following term loan facilities:

AGREEMENTMAXIMUM BORROWING AMOUNTOUTSTANDING BORROWINGS AS OF JUNE 30, 2024DIRECT OBLIGORCONTRACTUAL INTEREST RATEUNUSED COMMITMENT FEEMATURITY DATE**(1)**
Virginia 6 Term Loans(2)$210,000$53,825Iron Mountain Data Centers Virginia 6, LLCSOFR plus 2.75%0.75%May 3, 2027
Virginia 7 Term Loans(3)300,000—Iron Mountain Data Centers Virginia 7, LLCSOFR plus 2.50%0.75%April 12, 2027

(1)All obligations will become due on the specified maturity dates. Each agreement includes two one-year options that allow us to extend the initial maturity date, subject to the conditions specified in the agreements.

(2)On May 3, 2024, Iron Mountain Data Centers Virginia 6, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 6 Credit Agreement"). The Virginia 6 Credit Agreement consists of a term loan facility (the "Virginia 6 Term Loans") and a letter of credit facility. The Virginia 6 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 6, LLC. As of June 30, 2024, the interest rate in effect under the Virginia 6 Credit Agreement was 5.3%.

(3)On April 12, 2024, Iron Mountain Data Centers Virginia 7, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 7 Credit Agreement"). The Virginia 7 Credit Agreement consists of a term loan facility and a letter of credit facility. The Virginia 7 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 7, LLC.

ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM On June 14, 2024, we amended the Accounts Receivable Securitization Program (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report) to (i) increase the maximum borrowing capacity from $360,000 to $400,000, with an option to increase the borrowing capacity to $450,000, and (ii) extend the maturity date from July 1, 2025 to July 1, 2027, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.MAXIMUM AMOUNT $400,000 OUTSTANDING BORROWING $373,800 INTEREST RATE 6.4% As of June 30, 2024

LETTERS OF CREDIT

As of June 30, 2024, we had outstanding letters of credit totaling $58,880, of which $8,898 reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between July 2024 and May 2027.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q22

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

6. DEBT (CONTINUED)

DEBT COVENANTS

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

The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR") based calculations and the bond indentures use earnings before interest, taxes, depreciation and amortization ("EBITDA") based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of June 30, 2024. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.

7. COMMITMENTS AND CONTINGENCIES

We are involved in litigation from time to time in the ordinary course of business, including litigation arising from damage to customer assets in our facilities caused by fires and other natural disasters. While the outcome of litigation is inherently uncertain, we do not believe any current litigation will have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

We have estimated a reasonably possible range for all loss contingencies and believe it is reasonably possible that we could incur aggregate losses in addition to amounts currently accrued for all matters up to an additional $15,000 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangement.

8. STOCKHOLDERS' EQUITY MATTERS

In fiscal year 2023 and the six months ended June 30, 2024, our board of directors declared the following dividends:

DECLARATION DATEDIVIDEND PER SHARERECORD DATETOTAL AMOUNTPAYMENT DATE
February 23, 2023$0.6185March 15, 2023$180,339April 5, 2023
May 4, 20230.6185June 15, 2023180,493July 6, 2023
August 3, 20230.6500September 15, 2023189,730October 5, 2023
November 2, 20230.6500December 15, 2023189,886January 4, 2024
February 22, 20240.6500March 15, 2024190,506April 4, 2024
May 2, 20240.6500June 17, 2024190,643July 5, 2024

On August 1, 2024, we declared a dividend to our stockholders of record as of September 16, 2024 of $0.715 per share, payable on October 3, 2024.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q23

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

9. SEGMENT INFORMATION

Our reportable segments as of December 31, 2023 are described in Note 11 to Notes to Consolidated Financial Statements included in our Annual Report and are as follows:

  • Global RIM Business

  • Global Data Center Business

The remaining activities of our business consist primarily of our Fine Arts and ALM businesses and other corporate items ("Corporate and Other").

The operations associated with acquisitions completed during the first six months of 2024 have been incorporated into our existing reportable segments.

An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024 and 2023 is as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024202320242023
Global RIM Business
Total Revenues$1,250,577$1,159,867$2,460,734$2,286,393
Adjusted EBITDA548,742499,0621,075,010976,846
Global Data Center Business
Total Revenues$152,702$118,033$296,639$230,338
Adjusted EBITDA66,01753,809127,585104,444
Corporate and Other
Total Revenues$131,130$80,036$253,899$155,554
Adjusted EBITDA(70,398)(77,213)(139,379)(144,824)
Total Consolidated
Total Revenues$1,534,409$1,357,936$3,011,272$2,672,285
Adjusted EBITDA544,361475,6581,063,216936,466
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q24

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

9. SEGMENT INFORMATION (CONTINUED)

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

EXCLUDED
•Acquisition and Integration Costs •Restructuring and other transformation •Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)•Other expense (income), net •Stock-based compensation expense

Internally, we use Adjusted EBITDA as the basis for evaluating the performance of, and allocating resources to, our operating segments.

A reconciliation of Net Income (Loss) to Adjusted EBITDA on a consolidated basis for the three and six months ended June 30, 2024 and 2023 is as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024202320242023
Net Income (Loss)$34,621$1,143$111,646$66,678
Add/(Deduct):
Interest expense, net176,521144,178341,040281,347
Provision (benefit) for income taxes13,3194,25529,92821,013
Depreciation and amortization224,501195,367434,056377,461
Acquisition and Integration Costs9,5021,51117,3113,106
Restructuring and other transformation46,51345,58887,28082,501
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)2,790(1,505)3,179(14,566)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures4,53258,694(8,578)76,185
Stock-based compensation expense29,88922,37343,92834,882
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures2,1734,0543,4267,859
Adjusted EBITDA$544,361$475,658$1,063,216$936,466
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q25

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

9. SEGMENT INFORMATION (CONTINUED)

Information as to our revenues by product and service lines by segment for the three and six months ended June 30, 2024 and 2023 is as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024202320242023
Global RIM Business
Records Management(1)$974,480$898,634$1,911,132$1,766,622
Data Management(1)131,073130,251263,123259,845
Information Destruction(1)(2)145,024130,982286,479259,926
Data Center(1)————
Global Data Center Business
Records Management(1)$—$—$—$—
Data Management(1)————
Information Destruction(1)————
Data Center(1)152,702118,033296,639230,338
Corporate and Other
Records Management(1)$40,996$37,409$80,068$71,757
Data Management(1)————
Information Destruction(1)(3)90,13442,627173,83183,797
Data Center(1)————
Total Consolidated
Records Management(1)$1,015,476$936,043$1,991,200$1,838,379
Data Management(1)131,073130,251263,123259,845
Information Destruction(1)(2)(3)235,158173,609460,310343,723
Data Center(1)152,702118,033296,639230,338

(1)Each of these offerings has a component of revenue that is storage rental related and a component that is service related, except for information destruction, which does not have a storage rental component.

(2)Information destruction revenue for our Global RIM Business includes secure shredding services.

(3)Information destruction revenue for Corporate and Other includes product revenue from our ALM business.

IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q26

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

10. RELATED PARTIES

In October 2020, in connection with the formation of the Frankfurt JV, we entered into agreements whereby we earn various fees, including (i) special project revenue and (ii) property management and construction and development fees for services we are providing to the Frankfurt JV (the "Frankfurt JV Agreements").

In February 2022, we entered into a storage and service agreement with the joint venture formed by Clutter, Inc. and us (the "Clutter JV") to provide certain storage and related services to the Clutter JV (the "Clutter Agreement"). On June 29, 2023, we completed the Clutter Acquisition (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report) and terminated the Clutter Agreement.

Revenue recognized in the accompanying Condensed Consolidated Statements of Operations under these agreements for the three and six months ended June 30, 2024 and 2023 is as follows (approximately):

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,
2024202320242023
Frankfurt JV Agreements(1)$2,100$800$2,500$1,700
Clutter Agreement(2)—7,000—13,000

(1)Revenue associated with the Frankfurt JV Agreements is presented as a component of our Global Data Center Business segment.

(2)Revenue associated with the Clutter Agreement is presented as a component of our Global RIM Business segment.

11. RESTRUCTURING AND OTHER TRANSFORMATION

PROJECT MATTERHORN

In September 2022, we announced Project Matterhorn. Project Matterhorn investments focus on transforming our operating model to a global operating model. Project Matterhorn focuses on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better serve our customers' needs. We are investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate. We expect to incur approximately $150,000 in costs annually related to Project Matterhorn from 2023 through 2025. Costs are comprised of (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which include professional fees such as project management costs and costs for third party consultants who are assisting in the enablement of our growth initiatives.

Restructuring and other transformation related to Project Matterhorn included in the accompanying Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2024 and 2023, and from the inception of Project Matterhorn through June 30, 2024, is as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,FROM THE INCEPTION OF PROJECT MATTERHORN THROUGH JUNE 30, 2024
2024202320242023
Restructuring$16,336$16,127$27,062$28,084$97,673
Other transformation30,17729,46160,21854,417206,755
Restructuring and other transformation$46,513$45,588$87,280$82,501$304,428
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q27

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(In thousands, except share and per share data) (Unaudited)

11. RESTRUCTURING AND OTHER TRANSFORMATION (CONTINUED)

Restructuring costs for Project Matterhorn, included as a component of Restructuring and other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment for the three and six months ended June 30, 2024 and 2023, and from the inception of Project Matterhorn through June 30, 2024, is as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,FROM THE INCEPTION OF PROJECT MATTERHORN THROUGH JUNE 30, 2024
2024202320242023
Global RIM Business$12,643$15,000$22,784$24,525$82,589
Global Data Center Business2,572—2,576783,096
Corporate and Other1,1211,1271,7023,48111,988
Total restructuring costs$16,336$16,127$27,062$28,084$97,673

Other transformation costs for Project Matterhorn, included as a component of Restructuring and other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment, for the three and six months ended June 30, 2024 and 2023, and from the inception of Project Matterhorn through June 30, 2024, is as follows:

THREE MONTHS ENDED JUNE 30,SIX MONTHS ENDED JUNE 30,FROM THE INCEPTION OF PROJECT MATTERHORN THROUGH JUNE 30, 2024
2024202320242023
Global RIM Business$10,374$4,958$19,344$8,443$51,614
Global Data Center Business1,2724982,6631,3687,685
Corporate and Other18,53124,00538,21144,606147,456
Total other transformation costs$30,177$29,461$60,218$54,417$206,755

The rollforward of the accrued restructuring costs and accrued other transformation costs, which are included as components of Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheets, for December 31, 2023 through June 30, 2024, is as follows:

RESTRUCTURINGOTHER TRANSFORMATIONTOTAL RESTRUCTURING AND OTHER TRANSFORMATION
Balance as of December 31, 2023$10,731$24,854$35,585
Amount accrued27,06260,21887,280
Payments(30,867)(71,734)(102,601)
Balance as of June 30, 2024$6,926$13,338$20,264
IRON MOUNTAIN JUNE 30, 2024 FORM 10-Q28

Part I. Financial Information

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