Iron Mountain - 10-Q quarterly report FY2023 Q1

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2023


OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission file number 1-13045

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)


Delaware			23-2588479
(State or other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

85 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire 03801

(Address of Principal Executive Offices, Including Zip Code)

(617) 535-4766

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

IRM

NYSE

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 28, 2023, the registrant had 291,623,270 outstanding shares of common stock, $.01 par value.

Table of Contents

IRON MOUNTAIN INCORPORATED

2023 FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION

	1	ITEM 1.	Unaudited Condensed Consolidated Financial Statements
		2	Condensed Consolidated Balance Sheets at March 31 , 202 3 and December 31, 2022
		3	Condensed Consolidated Statements of Operations for the Three Months Ended March 3 1 , 202 3 and 2022
		4	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2023 and 2022
		5	Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2023 and 2022
		6	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 3 and 2022
		7	Notes to Condensed Consolidated Financial Statements
	25	ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	44	ITEM 4.	Controls and Procedures

PART II—OTHER INFORMATION
	46	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	46	ITEM 6.	Exhibits
	47	Signatures

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


IRON MOUNTAIN MARCH 31, 2023 FORM 10-Q									1

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	MARCH 31, 2023		DECEMBER 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	146,442	$	141,797

Accounts receivable (less allowances of $61,039 and $54,143 as of March 31, 2023 and December 31, 2022, respectively)	1,174,326		1,174,915

Prepaid expenses and other	280,169		230,433

Total Current Assets	1,600,937		1,547,145
Property, Plant and Equipment:
Property, plant and equipment	9,286,873		9,025,765
Less—Accumulated depreciation	(3,944,300)		(3,910,321)
Property, Plant and Equipment, Net	5,342,573		5,115,444
Other Assets, Net:
Goodwill	4,896,761		4,882,734
Customer and supplier relationships and other intangible assets	1,380,316		1,423,145
Operating lease right-of-use assets	2,666,951		2,583,704
Other	578,171		588,342
Total Other Assets, Net	9,522,199		9,477,925
Total Assets	$	16,465,709	$	16,140,514
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	101,608	$	87,546
Accounts payable	512,269		469,198
Accrued expenses and other current liabilities (includes current portion of operating lease liabilities)	1,057,320		1,031,910
Deferred revenue	335,393		328,910
Total Current Liabilities	2,006,590		1,917,564
Long-term Debt, net of current portion	10,862,188		10,481,449
Long-term Operating Lease Liabilities, net of current portion	2,513,817		2,429,167
Other Long-term Liabilities	170,391		317,376
Deferred Income Taxes	271,504		263,005
Commitments and Contingencies
Redeemable Noncontrolling Interests	95,630		95,160
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 291,584,999 and 290,830,296 shares as of March 31, 2023 and December 31, 2022, respectively)	2,916		2,908
Additional paid-in capital	4,459,265		4,468,035
(Distributions in excess of earnings) Earnings in excess of distributions	(3,510,949)		(3,392,272)
Accumulated other comprehensive items, net	(405,768)		(442,003)
Total Iron Mountain Incorporated Stockholders' Equity	545,464		636,668
Noncontrolling Interests	125		125
Total Equity	545,589		636,793
Total Liabilities and Equity	$	16,465,709	$	16,140,514

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


IRON MOUNTAIN MARCH 31, 2023 FORM 10-Q									2

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Revenues:
Storage rental	$	810,089	$	751,070
Service	504,260		496,976

Total Revenues	1,314,349		1,248,046
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	571,626		546,622

Selling, general and administrative	294,520		280,723
Depreciation and amortization	182,094		183,615
Acquisition and Integration Costs	1,595		15,661
Restructuring and other transformation	36,913		—


(Gain) Loss on disposal/write-down of property, plant and equipment, net	(13,061)		(705)
Total Operating Expenses	1,073,687		1,025,916
Operating Income (Loss)	240,662		222,130
Interest Expense, Net (includes Interest Income of $2,907 and $1,648 for the three months ended March 31, 2023 and 2022, respectively)	137,169		114,442
Other Expense (Income), Net	21,200		55,901
Net Income (Loss) Before Provision (Benefit) for Income Taxes	82,293		51,787
Provision (Benefit) for Income Taxes	16,758		10,080


Net Income (Loss)	65,535		41,707
Less: Net Income (Loss) Attributable to Noncontrolling Interests	940		(592)
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	64,595	$	42,299
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:


Basic	$	0.22	$	0.15



Diluted	$	0.22	$	0.14
Weighted Average Common Shares Outstanding—Basic	291,442		290,328
Weighted Average Common Shares Outstanding—Diluted	293,049		291,846

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


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Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS) (UNAUDITED)


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Net Income (Loss)	$	65,535	$	41,707
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustment	40,226		27,453
Change in Fair Value of Derivative Instruments	(3,442)		16,766
Total Other Comprehensive Income (Loss):	36,784		44,219
Comprehensive Income (Loss)	102,319		85,926
Comprehensive Income (Loss) Attributable to Noncontrolling Interests	1,489		(362)
Comprehensive Income (Loss) Attributable to Iron Mountain Incorporated	$	100,830	$	86,288

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


IRON MOUNTAIN MARCH 31, 2023 FORM 10-Q									4

Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)


THREE MONTHS ENDED MARCH 31, 2023
			IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONS		ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET		NONCONTROLLING INTERESTS		REDEEMABLE NONCONTROLLING INTERESTS
	TOTAL		SHARES	AMOUNTS
Balance, December 31, 2022	$	636,793	290,830,296	$	2,908	$	4,468,035	$	(3,392,272)	$	(442,003)	$	125	$	95,160
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation	(8,762)		754,703	8		(8,770)		—		—		—		—

Parent cash dividends declared	(183,272)		—	—		—		(183,272)		—		—		—
Other comprehensive income (loss)	36,235		—	—		—		—		36,235		—		549

Net income (loss)	64,595		—	—		—		64,595		—		—		940


Noncontrolling interests dividends	—		—	—		—		—		—		—		(1,019)


Balance, March 31, 2023	$	545,589	291,584,999	$	2,916	$	4,459,265	$	(3,510,949)	$	(405,768)	$	125	$	95,630

THREE MONTHS ENDED MARCH 31, 2022
			IRON MOUNTAIN INCORPORATED STOCKHOLDERS' EQUITY
			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		(DISTRIBUTIONS IN EXCESS OF EARNINGS) EARNINGS IN EXCESS OF DISTRIBUTIONS		ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET		NONCONTROLLING INTERESTS		REDEEMABLE NONCONTROLLING INTERESTS
	TOTAL		SHARES	AMOUNTS
Balance, December 31, 2021	$	857,068	289,757,061	$	2,898	$	4,412,553	$	(3,221,152)	$	(338,347)	$	1,116	$	72,411
Issuance and net settlement of shares under employee stock purchase plan and option plans and stock-based compensation	(1,502)		793,379	8		(1,510)		—		—		—		—
Changes in equity related to noncontrolling interests	(1,992)		—	—		(1,992)		—		—		—		1,992
Parent cash dividends declared	(181,023)		—	—		—		(181,023)		—		—		—
Other comprehensive income (loss)	43,921		—	—		—		—		43,989		(68)		298

Net income (loss)	42,299		—	—		—		42,299		—		—		(592)


Noncontrolling interests dividends	—		—	—		—		—		—		—		(681)


Balance, March 31, 2022	$	758,771	290,550,440	$	2,906	$	4,409,051	$	(3,359,876)	$	(294,358)	$	1,048	$	73,428

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


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Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS) (UNAUDITED)


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Cash Flows from Operating Activities:
Net income (loss)	$	65,535	$	41,707


Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation	120,066		120,393
Amortization (includes amortization of deferred financing costs and discounts of $4,332 and $4,389 for the three months ended March 31, 2023 and 2022, respectively)	66,360		67,611

Revenue reduction associated with amortization of customer inducements and above- and below-market leases	1,760		1,860
Stock-based compensation expense	12,509		11,341
Provision (benefit) for deferred income taxes	4,183		(10,142)
Loss on early extinguishment of debt	—		671
(Gain) loss on disposal/write-down of property, plant and equipment, net	(13,061)		(705)


Loss (gain) on divestments and deconsolidations	—		105,825

Gain associated with Clutter Transaction	—		(35,821)
Foreign currency transactions and other, net	34,435		(7,219)
(Increase) decrease in assets	(33,530)		(105,321)
(Decrease) increase in liabilities	(129,449)		(135,694)




Cash Flows from Operating Activities	128,808		54,506


Cash Flows from Investing Activities:
Capital expenditures	(265,906)		(161,050)
Cash paid for acquisitions, net of cash acquired	(1,094)		(717,907)


Customer inducements	(1,357)		(1,913)
Contract fulfillment costs	(24,014)		(14,237)

Investments in joint ventures and other investments	(15,830)		—
Proceeds from sales of property and equipment and other, net	35,658		5,353
Cash Flows from Investing Activities	(272,543)		(889,754)


Cash Flows from Financing Activities:
Repayment of revolving credit facility, term loan facilities and other debt	(4,649,926)		(2,278,884)
Proceeds from revolving credit facility, term loan facilities and other debt	5,008,631		3,254,197





Debt repayment and equity distribution to noncontrolling interests	(1,019)		(681)

Parent cash dividends	(186,514)		(184,361)


Net (payments) proceeds associated with employee stock-based awards	(21,271)		(12,843)

Other, net	—		(5,875)
Cash Flows from Financing Activities	149,901		771,553


Effect of Exchange Rates on Cash and Cash Equivalents	(1,521)		3,527
Increase (decrease) in Cash and Cash Equivalents	4,645		(60,168)
Cash and Cash Equivalents, Beginning of Period	141,797		255,828
Cash and Cash Equivalents, End of Period	$	146,442	$	195,660
Supplemental Information:
Cash Paid for Interest	$	204,902	$	179,079
Cash Paid for Income Taxes, Net	$	18,629	$	19,277
Non-Cash Investing and Financing Activities:

Financing Leases	$	20,194	$	5,190
Accrued Capital Expenditures	$	207,425	$	78,466

Deferred Purchase Obligations	$	197,222	$	276,300


Dividends Payable	$	191,030	$	187,220

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


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Table of Contents

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. Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. 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, 2022 included in our Annual Report on Form 10-K filed with the SEC on February 23, 2023 (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 ("REIT") 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 three months ended March 31, 2023 is as follows:



Balance as of December 31, 2022	$	54,143
Credit memos charged to revenue	23,392
Allowance for bad debts charged to expense	10,242
Deductions and other(1)	(26,738)
Balance as of March 31, 2023	$	61,039

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


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Table of Contents

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 March 31, 2023 and December 31, 2022 are as follows:


DESCRIPTION	MARCH 31, 2023		DECEMBER 31, 2022
Assets:
Operating lease right-of-use assets	$	2,666,951	$	2,583,704
Financing lease right-of-use assets, net of accumulated depreciation(1)	250,216		251,690
Liabilities:
Current
Operating lease liabilities	$	293,795	$	288,738
Financing lease liabilities(1)	47,516		43,857
Long-term
Operating lease liabilities	$	2,513,817	$	2,429,167
Financing lease liabilities(1)	294,517		289,048

(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 months ended March 31, 2023 and 2022 are as follows:


	THREE MONTHS ENDED MARCH 31,
DESCRIPTION	2023		2022
Operating lease cost(1)	$	155,873	$	143,530
Financing lease cost:
Depreciation of financing lease right-of-use assets	$	10,008	$	11,454
Interest expense for financing lease liabilities	4,341		4,678

(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $31,580 and $30,508 for the three months ended March 31, 2023 and 2022, respectively.

Other information: Supplemental cash flow information relating to our leases for the three months ended March 31, 2023 and 2022 is as follows:


	THREE MONTHS ENDED MARCH 31,
CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES:	2023		2022
Operating cash flows used in operating leases	$	108,723	$	101,605

Operating cash flows used in financing leases (interest)	4,341		4,678
Financing cash flows used in financing leases	11,714		10,362

NON-CASH ITEMS:
Operating lease modifications and reassessments	$	18,163	$	23,767
New operating leases (including acquisitions and sale-leaseback transactions)	113,853		125,902

In addition to the leases signed but not yet commenced that were disclosed in Note 2.j. to Notes to Consolidated Financial Statements included in our Annual Report, we entered into an operating lease in March 2023 that is expected to commence in July 2024, with an initial lease term of 25 years. The total undiscounted minimum lease payments for this lease are approximately $170,100.


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Table of Contents

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, 2022 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 for the three months ended March 31, 2023 are as follows:


	GLOBAL RIM BUSINESS		GLOBAL DATA CENTER BUSINESS		CORPORATE AND OTHER		TOTAL CONSOLIDATED
Goodwill balance, net of accumulated amortization as of December 31, 2022	$	3,852,946	$	418,502	$	611,286	$	4,882,734




Fair value and other adjustments	71		—		2,333		2,404
Currency effects	9,239		2,064		320		11,623
Goodwill balance, net of accumulated amortization as of March 31, 2023	$	3,862,256	$	420,566	$	613,939	$	4,896,761
Accumulated goodwill impairment balance as of March 31, 2023	$	132,409	$	—	$	26,011	$	158,420


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Table of Contents

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 March 31, 2023 and December 31, 2022 are as follows:


			FAIR VALUE MEASUREMENTS AT MARCH 31, 2023 USING
DESCRIPTION	TOTAL CARRYING VALUE AT MARCH 31, 2023		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Money Market Funds	$	9,786	$	—	$	9,786	$	—
Time Deposits	1,721		—		1,721		—
Trading Securities	9,380		9,347		33		—
Derivative Assets	42,105		—		42,105		—
Derivative Liabilities	3,443		—		3,443		—
Deferred Purchase Obligations(1)	197,222		—		—		197,222


			FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2022 USING
DESCRIPTION	TOTAL CARRYING VALUE AT DECEMBER 31, 2022		QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
Money Market Funds	$	11,311	$	—	$	11,311	$	—
Time Deposits	1,102		—		1,102		—
Trading Securities	9,462		9,426		36		—
Derivative Assets	51,396		—		51,396		—
Derivative Liabilities	489		—		489		—
Deferred Purchase Obligations(1)	193,033		—		—		193,033

(1)Primarily relates to the fair value of the Deferred Purchase Obligation (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report) associated with the ITRenew Transaction (as defined below in Note 3), which was determined utilizing a Monte-Carlo model and takes into account our forecasted projections as it relates to the underlying performance of the business. The Monte-Carlo simulation model incorporates assumptions as to expected gross profits over the applicable 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 underlying arrangement and overall market risks. Any material change to these assumptions may result in a significantly higher or lower fair value of the Deferred Purchase Obligation. The change in value of the Deferred Purchase Obligation during the three months ended March 31, 2023 was driven by the accretion of the obligation to present value.

There were no material items that were measured at fair value on a non-recurring basis at March 31, 2023 and December 31, 2022 other than those disclosed in Note 2.p. to Notes to Consolidated Financial Statements included in our Annual Report.


IRON MOUNTAIN MARCH 31, 2023 FORM 10-Q									10

Table of Contents

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 months ended March 31, 2023 and 2022 are as follows:


	THREE MONTHS ENDED MARCH 31, 2023						THREE MONTHS ENDED MARCH 31, 2022
	FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS		CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS		TOTAL		FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS		CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS		TOTAL
Beginning of Period	$	(454,509)	$	12,506	$	(442,003)	$	(341,024)	$	2,677	$	(338,347)
Other comprehensive income (loss):
Foreign currency translation and other adjustments	39,677		—		39,677		27,223		—		27,223
Change in fair value of derivative instruments	—		(3,442)		(3,442)		—		16,766		16,766
Total other comprehensive income (loss)	39,677		(3,442)		36,235		27,223		16,766		43,989
End of Period	$	(414,832)	$	9,064	$	(405,768)	$	(313,801)	$	19,443	$	(294,358)

G. REVENUES

The costs associated with the initial movement of customer records into physical storage and certain commissions are considered costs to obtain or fulfill customer contracts (collectively, "Contract Fulfillment Costs"). Contract Fulfillment Costs as of March 31, 2023 and December 31, 2022 are as follows:


	MARCH 31, 2023						DECEMBER 31, 2022
	GROSS CARRYING AMOUNT		ACCUMULATED AMORTIZATION		NET CARRYING AMOUNT		GROSS CARRYING AMOUNT		ACCUMULATED AMORTIZATION		NET CARRYING AMOUNT
Intake Costs asset	$	71,426	$	(45,700)	$	25,726	$	68,345	$	(42,132)	$	26,213
Commissions asset	142,763		(63,244)		79,519		133,145		(58,949)		74,196

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


DESCRIPTION	LOCATION IN BALANCE SHEET	MARCH 31, 2023		DECEMBER 31, 2022
Deferred revenue - Current	Deferred revenue	$	335,393	$	328,910
Deferred revenue - Long-term	Other Long-term Liabilities	29,482		32,960

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 ("ASC") No. 842 ("ASC 842"), Leases, as amended. Storage rental revenue, including revenue associated with power and connectivity, associated with our Global Data Center Business for the three months ended March 31, 2023 and 2022 is as follows:


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Storage rental revenue(1)	$	107,435	$	87,451

(1)Revenue associated with power and connectivity included within storage rental revenue was $40,672 and $28,318 for the three months ended March 31, 2023 and 2022, respectively.


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Table of Contents

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)

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 months ended March 31, 2023 and 2022 is as follows:


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Stock-based compensation expense	$	12,509	$	11,341

As of March 31, 2023, unrecognized compensation cost related to the unvested portion of our Employee Stock-Based Awards is $115,329.

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"). Total Acquisition and Integration Costs were $1,595 and $15,661 for the three months ended March 31, 2023 and 2022, respectively.

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

(Gain) loss on disposal/write-down of property, plant and equipment, net for the three months ended March 31, 2023 and 2022 is as follows:


	THREE MONTHS ENDED MARCH 31,
	2023(1)		2022
(Gain) Loss on disposal/write-down of property, plant and equipment, net	$	(13,061)	$	(705)

(1) The gains for the three months ended March 31, 2023 primarily consist of a gain of approximately $18,500 associated with a sale-leaseback transaction of a facility in Singapore, as part of our program to monetize a small portion of our industrial assets through sale and sale-leaseback transactions. The terms for this lease 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.


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Table of Contents

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)

K. OTHER EXPENSE (INCOME), NET

Other expense (income), net for the three months ended March 31, 2023 and 2022 consists of the following:


	THREE MONTHS ENDED MARCH 31,
DESCRIPTION	2023		2022
Foreign currency transaction losses (gains), net	$	14,424	$	(13,201)
Debt extinguishment expense	—		671
Other, net(1)	6,776		68,431
Other Expense (Income), Net	$	21,200	$	55,901

(1)Other, net for the three months ended March 31, 2022 consists primarily of (i) a loss of approximately $105,800 associated with the OSG Deconsolidation (as defined in Note 4 to Notes to Consolidated Financial Statements included in our Annual Report), partially offset by (ii) a gain of approximately $35,800 associated with the Clutter Transaction (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report).

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 months ended March 31, 2023 and 2022 are as follows:


	THREE MONTHS ENDED MARCH 31,
	2023(1)		2022(2)
Effective Tax Rate	20.4	%	19.5	%

(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 March 31, 2023 were 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 months ended March 31, 2022 were the benefits derived from the dividends paid deduction, the differences in the tax rates to which our foreign earnings are subject, and a release of valuation allowances on deferred tax assets of our U.S. taxable REIT subsidiaries of approximately $9,900 as a result of our acquisition of Intercept Parent, Inc. ("ITRenew").

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

The calculation of basic and diluted income (loss) per share for the three months ended March 31, 2023 and 2022 are as follows:


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Net Income (Loss)	$	65,535	$	41,707
Less: Net Income (Loss) Attributable to Noncontrolling Interests	940		(592)
Net Income (Loss) Attributable to Iron Mountain Incorporated (utilized in numerator of Earnings Per Share calculation)	$	64,595	$	42,299
Weighted-average shares—basic	291,442,000		290,328,000
Effect of dilutive potential stock options	1,216,000		995,625
Effect of dilutive potential RSUs and PUs	391,000		521,977
Weighted-average shares—diluted	293,049,000		291,845,602
Net Income (Loss) Per Share Attributable to Iron Mountain Incorporated:
Basic	$	0.22	$	0.15
Diluted	$	0.22	$	0.14
Antidilutive stock options, RSUs and PUs, excluded from the calculation	145,730		755,580


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Table of Contents

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)

N. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2021, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers, and for the related revenue contracts in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as if it had originated the contracts. We adopted ASU 2021-08 on January 1, 2023 on a prospective basis, and there was no material impact on our condensed consolidated financial statements.


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Table of Contents

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

ITRENEW PRO FORMA FINANCIAL INFORMATION

On January 25, 2022, in order to expand our asset lifecycle management operations, we acquired an approximately 80% interest in ITRenew at an agreed upon purchase price of $725,000, subject to certain working capital adjustments at, and subsequent to, the closing (the "ITRenew Transaction"). The unaudited consolidated pro forma financial information (the "Pro Forma Financial Information") below summarizes the combined results of Iron Mountain and ITRenew on a pro forma basis as if the ITRenew Transaction had occurred on January 1, 2021. The Pro Forma Financial Information is presented for informational purposes and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021. The Pro Forma Financial Information, for the periods presented, includes purchase accounting adjustments (including amortization of acquired customer and supplier intangible assets and depreciation of acquired property, plant and equipment) and related tax effects. We and ITRenew collectively incurred $59,370 of operating expenditures to complete the ITRenew Transaction (including advisory and professional fees). These operating expenditures have been reflected within the results of operations in the Pro Forma Financial Information as if they were incurred on January 1, 2021.


	THREE MONTHS ENDED MARCH 31, 2022
Total Revenues	$	1,266,020
Income from Continuing Operations	$	41,838

In addition to our acquisition of ITRenew, we completed certain other acquisitions in 2022. The Pro Forma Financial Information does not reflect these acquisitions due to the insignificant impact of these acquisitions on our consolidated results of operations.

4. INVESTMENTS

In April 2021, we closed on an agreement to form a joint venture (the "Web Werks JV") with the shareholders of Web Werks India Private Limited ("Web Werks"), a colocation data center provider in India. Through December 31, 2022, we made two investments totaling approximately 7,500,000 Indian rupees (or approximately $96,200, based upon the exchange rates between the United States dollar and Indian rupee on the closing date of each investment) in exchange for a noncontrolling interest in the form of convertible preference shares in the Web Werks JV. Under the terms of the original Web Werks JV shareholder agreement, we were required to make an additional investment of 3,750,000 Indian rupees by May 2023. In April 2023, the original Web Werks JV shareholder agreement was amended to extend the period by which the investment is required to be made to May 2024.

The following joint ventures are accounted for as equity method investments and are presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying values and equity interests in our joint ventures at March 31, 2023 and December 31, 2022 are as follows:


	MARCH 31, 2023				DECEMBER 31, 2022
	CARRYING VALUE		EQUITY INTEREST		CARRYING VALUE		EQUITY INTEREST
Web Werks JV	$	98,637	53.58	%	$	98,278	53.58	%
Joint venture with AGC Equity Partners (the "Frankfurt JV")	36,579		20.00	%	37,194		20.00	%
Joint venture with Clutter, Inc. (the "Clutter JV")	50,712		26.73	%	54,172		26.73	%

Additionally, we have a loan receivable with the Frankfurt JV of approximately $22,800, which is included as a component of Other within Other assets, net within our Condensed Consolidated Balance Sheet at March 31, 2023.


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Table of Contents

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

In November 2022, we entered into a forward-starting interest rate swap agreement to limit our exposure to changes in interest rates on future borrowings under our Virginia Credit Agreement (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report). The forward-starting interest rate swap agreement commences in July 2023 and expires in October 2025. As of both March 31, 2023 and December 31, 2022, we have $4,800 in notional value outstanding on this forward-starting interest rate swap agreement.

In July 2019, we entered into forward-starting interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. These forward-starting interest rate swap agreements commenced in March 2022. As of both March 31, 2023 and December 31, 2022, we have $350,000 in notional value outstanding on these interest rate swap agreements, which expire in March 2024.

We have designated each of the interest rate swap agreements described above as cash flow hedges. These 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.

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

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, 2023 and December 31, 2022, we have approximately $469,200 in notional value outstanding on cross-currency interest rate swaps with maturity dates ranging from August 2023 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 value of derivative instruments recognized in our Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 2022, by derivative instrument, are as follows:


	MARCH 31, 2023				DECEMBER 31, 2022
DERIVATIVE INSTRUMENTS(1)	Assets		Liabilities		Assets		Liabilities
Cash Flow Hedges(2)
Interest rate swap agreements	$	10,215	$	1,151	$	12,995	$	489
Net Investment Hedges(3)
Cross-currency swap agreements	31,890		2,292		38,401		—

(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 March 31, 2023, $11,538 is included within Prepaid expenses and other, $30,567 is included within Other assets, $2,292 is included within Accrued expense and other current liabilities and $1,151 is included within Other long-term liabilities. As of December 31, 2022, $2,606 is included within Prepaid expenses and other, $48,790 is included within Other assets, and $489 is included within Other long-term liabilities.

(2)As of March 31, 2023, cumulative net gains of $9,064 are recorded within Accumulated other comprehensive items, net associated with these interest rate swap agreements.

(3)As of March 31, 2023, cumulative net gains of $29,598 are recorded within Accumulated other comprehensive items, net associated with these cross-currency swap agreements. These cumulative net gains are offset by $14,934 related to the excluded component of our cross-currency swap agreements.


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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 income during the three months ended March 31, 2023 and 2022, by derivative instrument, are as follows:


	THREE MONTHS ENDED MARCH 31,
DERIVATIVE INSTRUMENTS	2023		2022
Cash Flow Hedges
Interest rate swap agreements	$	(3,442)	$	11,470
Net Investment Hedges
Cross-currency swap agreements	(8,803)		5,296
Cross-currency swap agreements (excluded component)	5,834		—

(Losses) gains recognized in Net income during the three months ended March 31, 2023 and 2022, by derivative instrument, are as follows:


		THREE MONTHS ENDED MARCH 31,
DERIVATIVE INSTRUMENTS	Location of (loss) gain	2023		2022
Net Investment Hedges
Cross-currency swap agreements (excluded component)	Interest expense	$	(5,834)	$	—


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Table of Contents

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:


	MARCH 31, 2023								DECEMBER 31, 2022
	DEBT (INCLUSIVE OF DISCOUNT)		UNAMORTIZED DEFERRED FINANCING COSTS		CARRYING AMOUNT		FAIR VALUE		DEBT (INCLUSIVE OF DISCOUNT)		UNAMORTIZED DEFERRED FINANCING COSTS		CARRYING AMOUNT		FAIR VALUE
Revolving Credit Facility(1)	$	1,439,000	$	(5,687)	$	1,433,313	$	1,439,000	$	1,072,200	$	(6,790)	$	1,065,410	$	1,072,200
Term Loan A(1)	237,500		—		237,500		237,500		240,625		—		240,625		240,625
Term Loan B(1)	664,379		(3,434)		660,945		665,000		666,073		(3,747)		662,326		666,750
Australian Dollar Term Loan	197,929		(585)		197,344		199,746		202,641		(633)		202,008		204,623
UK Bilateral Revolving Credit Facility	173,153		—		173,153		173,153		169,361		—		169,361		169,361
37/8% GBP Senior Notes due 2025 (the "GBP Notes")	494,722		(2,413)		492,309		467,572		483,888		(2,589)		481,299		445,206
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(2)	1,000,000		(6,399)		993,601		942,500		1,000,000		(6,754)		993,246		917,500
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(2)	825,000		(5,904)		819,096		781,688		825,000		(6,200)		818,800		754,875
5% Senior Notes due 2028 (the "5% Notes due 2028")(2)	500,000		(3,859)		496,141		461,250		500,000		(4,039)		495,961		450,000
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(2)	1,000,000		(9,403)		990,597		897,500		1,000,000		(9,764)		990,236		865,000
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(2)	1,300,000		(11,031)		1,288,969		1,170,000		1,300,000		(11,407)		1,288,593		1,111,500
41/2% Senior Notes due 2031 (the "41/2% Notes")(2)	1,100,000		(9,850)		1,090,150		937,750		1,100,000		(10,161)		1,089,839		891,000
5% Senior Notes due 2032 (the "5% Notes due 2032")	750,000		(12,185)		737,815		643,125		750,000		(12,511)		737,489		622,500
55/8% Senior Notes due 2032 (the "55/8% Notes")(2)	600,000		(5,421)		594,579		538,500		600,000		(5,566)		594,434		520,500
Real Estate Mortgages, Financing Lease Liabilities and Other	434,283		(522)		433,761		434,283		425,777		(578)		425,199		425,777
Accounts Receivable Securitization Program	325,000		(477)		324,523		325,000		314,700		(531)		314,169		314,700
Total Long-term Debt	11,040,966		(77,170)		10,963,796				10,650,265		(81,270)		10,568,995
Less Current Portion	(101,608)		—		(101,608)				(87,546)		—		(87,546)
Long-term Debt, Net of Current Portion	$	10,939,358	$	(77,170)	$	10,862,188			$	10,562,719	$	(81,270)	$	10,481,449

(1)Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A (the “Term Loan A”) and a term loan B (the "Term Loan B"). The Revolving Credit Facility and the Term Loan A are scheduled to mature on March 18, 2027. The Term Loan B is scheduled to mature on January 2, 2026. The remaining amount available for borrowing under the Revolving Credit Facility as of March 31, 2023 was $807,146 (which amount represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 6.6% and 6.2% as of March 31, 2023 and December 31, 2022, respectively.

(2)Collectively, the "Parent Notes".

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). The levels of the fair value hierarchy used to determine the fair value of our debt as of March 31, 2023 are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of December 31, 2022 (which are disclosed in our Annual Report).


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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)

LETTERS OF CREDIT

As of March 31, 2023, we had outstanding letters of credit totaling $39,825, of which $3,854 reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between June 2023 and July 2025.

DEBT COVENANTS

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

The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR") based calculations and the bond indentures use earnings before interest, taxes, depreciation and amortization ("EBITDA") based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of March 31, 2023. 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 $20,500 over the next several years, of which certain amounts would be covered by insurance or indemnity arrangement.


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Table of Contents

Part I. Financial Information

IRON MOUNTAIN INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

8. STOCKHOLDERS' EQUITY MATTERS

In fiscal year 2022 and the three months ended March 31, 2023, our board of directors declared the following dividends:

DECLARATION DATE

DIVIDEND
PER SHARE

RECORD DATE

TOTAL
AMOUNT

PAYMENT DATE

February 24, 2022

0.6185

March 15, 2022

179,661

April 6, 2022

April 28, 2022

0.6185

June 15, 2022

179,781

July 6, 2022

August 4, 2022

0.6185

September 15, 2022

179,790

October 4, 2022

November 3, 2022

0.6185

December 15, 2022

179,866

January 5, 2023

February 23, 2023

0.6185

March 15, 2023

180,339

April 5, 2023

On May 4, 2023, we declared a dividend to our stockholders of record as of June 15, 2023 of $0.6185 per share, payable on July 6, 2023.

9. SEGMENT INFORMATION

Our reportable segments as of December 31, 2022 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

•Corporate and Other

An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three months ended March 31, 2023 and 2022 is as follows:


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Global RIM Business
Total Revenues	$	1,126,526	$	1,048,891
Adjusted EBITDA	477,784		448,795
Global Data Center Business
Total Revenues	$	112,305	$	96,987
Adjusted EBITDA	50,635		41,977
Corporate and Other
Total Revenues	$	75,518	$	102,168
Adjusted EBITDA	(67,611)		(59,778)
Total Consolidated
Total Revenues	$	1,314,349	$	1,248,046
Adjusted EBITDA	460,808		430,994


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Table of Contents

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 •(Gain) loss 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 months ended March 31, 2023 and 2022 is as follows:


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Net Income (Loss)	$	65,535	$	41,707
Add/(Deduct):
Interest expense, net	137,169		114,442
Provision (benefit) for income taxes	16,758		10,080
Depreciation and amortization	182,094		183,615
Acquisition and Integration Costs	1,595		15,661
Restructuring and other transformation	36,913		—
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)	(13,061)		(705)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures	17,491		53,515
Stock-based compensation expense	12,509		11,341
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures	3,805		1,338
Adjusted EBITDA	$	460,808	$	430,994


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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 months ended March 31, 2023 and 2022 is as follows:


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Global RIM Business
Records Management(1)	$	867,988	$	802,553
Data Management(1)	129,594		133,656
Information Destruction(1)(2)	128,944		112,682
Data Center(1)	—		—


Global Data Center Business
Records Management(1)	$	—	$	—
Data Management(1)	—		—
Information Destruction(1)	—		—
Data Center(1)	112,305		96,987


Corporate and Other
Records Management(1)	$	34,348	$	31,898
Data Management(1)	—		—
Information Destruction(1)(3)	41,170		70,270
Data Center(1)	—		—








Total Consolidated
Records Management(1)	$	902,336	$	834,451
Data Management(1)	129,594		133,656
Information Destruction(1)(2)(3)	170,114		182,952
Data Center(1)	112,305		96,987

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

(2)Includes secure shredding services.

(3)Includes product revenue from ITRenew.


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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 March 2019, in connection with the formation of the MakeSpace JV (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report), we entered into a storage and service agreement with the MakeSpace JV to provide certain storage and related services to the MakeSpace JV (the "MakeSpace Agreement"). In February 2022, in connection with the formation of the Clutter JV, we terminated the MakeSpace Agreement and entered into a storage and service agreement with the Clutter JV to provide certain storage and related services to the Clutter JV (the "Clutter Agreement").

Revenue recognized in the accompanying Condensed Consolidated Statements of Operations under these agreements for the three months ended March 31, 2023 and 2022 is as follows (approximately):


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Frankfurt JV Agreements(1)	$	900	$	7,100
MakeSpace Agreement and Clutter Agreement(2)	6,000		7,000

(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 MakeSpace Agreement and 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, a global program designed to accelerate the growth of our business. Project Matterhorn investments will focus on transforming our operating model to a global operating model. Project Matterhorn will focus 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 will be 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. Total costs related to Project Matterhorn during the three months ended March 31, 2023 were approximately $36,913 and are included in Restructuring and other transformation in our Condensed Consolidated Statement of Operations. There were no Restructuring and other transformation costs related to Project Matterhorn for the three months ended March 31, 2022.

Restructuring and other transformation related to Project Matterhorn included in the accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2023, and from the inception of Project Matterhorn through March 31, 2023, is as follows:


	THREE MONTHS ENDED MARCH 31, 2023		FROM INCEPTION OF PROJECT MATTERHORN THROUGH MARCH 31, 2023
Restructuring	$	11,957	$	25,249
Other transformation	24,956		53,597
Restructuring and other transformation	$	36,913	$	78,846


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Table of Contents

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 months ended March 31, 2023, and from the inception of Project Matterhorn through March 31, 2023, is as follows:


	THREE MONTHS ENDED MARCH 31, 2023		FROM INCEPTION OF PROJECT MATTERHORN THROUGH MARCH 31, 2023
Global RIM Business	$	9,525	$	22,608
Global Data Center Business	78		78
Corporate and Other	2,354		2,563
Total restructuring costs	$	11,957	$	25,249

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 months ended March 31, 2023, and from the inception of Project Matterhorn through March 31, 2023, is as follows:


	THREE MONTHS ENDED MARCH 31, 2023		FROM INCEPTION OF PROJECT MATTERHORN THROUGH MARCH 31, 2023
Global RIM Business	$	3,485	$	7,386
Global Data Center Business	870		928
Corporate and Other	20,601		45,283
Total other transformation costs	$	24,956	$	53,597

Accrued restructuring costs and accrued other transformation costs included in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2023 were approximately $4,600 and $12,000, respectively.


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Table of Contents

Part I. Financial Information

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, 2023 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three months ended March 31, 2023, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2022, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 23, 2023 (our "Annual Report").

FORWARD-LOOKING STATEMENTS

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

•our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, grow our businesses (including through joint ventures), incorporate alternative technologies into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand 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 impact of our distribution requirements on our ability to execute our business plan;

•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;

•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 on Form 10-K filed with the SEC on February 23, 2023.

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


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Table of Contents

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, 2023 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 will focus on transforming our operating model to a global operating model. Project Matterhorn will focus 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 will be 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. There were no Restructuring and other transformation costs related to Project Matterhorn for the three months ended March 31, 2022. The following chart presents (in thousands) total Restructuring and other transformation costs related to Project Matterhorn from the inception of Project Matterhorn through March 31, 2023 and for the three months ended March 31, 2023:


From the Inception of Project Matterhorn through March 31, 2023

For the Three Months Ended March 31, 2023

See Note 11 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for more information on Restructuring and other transformation costs.


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Table of Contents

Part I. Financial Information

GENERAL

RESULTS OF OPERATIONS - KEY TRENDS

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

•Our organic service revenue growth is primarily due to increases in our service activity. We expect organic service revenue growth in 2023 to benefit from our new and existing digital offerings, as well as our traditional services.

•We expect continued total revenue and Adjusted EBITDA growth in 2023 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.

•In the near-term, we expect the impact of a stronger US dollar to create headwinds on reported total revenue and Adjusted EBITDA growth in 2023 against prior periods.

Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the three months ended March 31, 2023 consists of the following:


COST OF SALES						SELLING, GENERAL AND ADMINISTRATIVE EXPENSES


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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 •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)						•Other expense (income), net •Stock-based compensation expense

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

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

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


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Net Income (Loss)	$	65,535	$	41,707
Add/(Deduct):
Interest expense, net	137,169		114,442
Provision (benefit) for income taxes	16,758		10,080
Depreciation and amortization	182,094		183,615
Acquisition and Integration Costs(1)	1,595		15,661
Restructuring and other transformation	36,913		—
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)	(13,061)		(705)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures	17,491		53,515
Stock-based compensation expense	12,509		11,341
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures	3,805		1,338
Adjusted EBITDA	$	460,808	$	430,994

(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").


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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 •(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)						•Other expense (income), net •Stock-based compensation expense •Non-cash amortization related to derivative instruments •Tax impact of reconciling items and discrete tax items

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

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


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Reported EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated	$	0.22	$	0.14
Add/(Deduct):
Acquisition and Integration Costs	0.01		0.05
Restructuring and other transformation	0.13		—
Amortization related to the write-off of certain customer relationship intangible assets	—		0.02
(Gain) loss on disposal/write-down of property, plant and equipment, net (including real estate)	(0.04)		—
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures	0.06		0.18
Stock-based compensation expense	0.04		0.04
Non-cash amortization related to derivative instruments	0.02		—
Tax impact of reconciling items and discrete tax items(1)	(0.02)		(0.05)

Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2)	$	0.42	$	0.38

(1)The difference between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three months ended March 31, 2023 and 2022 is primarily due to (i) the reconciling items above, which impact our reported net income (loss) before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the three months ended March 31, 2023 and 2022 was 15.2% and 18.6%, respectively.

(2)Columns may not foot due to rounding.


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

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


	THREE MONTHS ENDED MARCH 31,
	2023		2022
Net Income (Loss)	$	65,535	$	41,707
Add/(Deduct):
Real estate depreciation	76,129		79,333
(Gain) loss on sale of real estate, net of tax	(15,746)		214
Data center lease-based intangible assets amortization	6,129		4,123
Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures	132		—

FFO (Nareit)	132,179		125,377
Add/(Deduct):
Acquisition and Integration Costs	1,595		15,661
Restructuring and other transformation	36,913		—
Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)	4,550		(919)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)	17,491		53,515
Stock-based compensation expense	12,509		11,341
Non-cash amortization related to derivative instruments	5,834		—
Real estate financing lease depreciation	2,988		3,780
Tax impact of reconciling items and discrete tax items(2)	(6,893)		(15,632)

Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures	226		(20)
FFO (Normalized)	$	207,392	$	193,103

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

(2)Represents the tax impact of (i) the reconciling items above, which impact our reported net income (loss) before provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of $(0.4) million and $(10.0) million for the three months ended March 31, 2023 and 2022, respectively.


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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, 2022.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2023 TO THE THREE MONTHS ENDED MARCH 31, 2022 (IN THOUSANDS):


	THREE MONTHS ENDED MARCH 31,						DOLLAR CHANGE		PERCENTAGE CHANGE
	2023			2022
Revenues	$	1,314,349		$	1,248,046		$	66,303	5.3	%
Operating Expenses	1,073,687			1,025,916			47,771		4.7	%
Operating Income	240,662			222,130			18,532		8.3	%
Other Expenses, Net	175,127			180,423			(5,296)		(2.9)	%


Net Income (Loss)	65,535			41,707			23,828		57.1	%
Net Income (Loss) Attributable to Noncontrolling Interests	940			(592)			1,532		258.8	%
Net Income (Loss) Attributable to Iron Mountain Incorporated	$	64,595		$	42,299		$	22,296	52.7	%
Adjusted EBITDA(1)	$	460,808		$	430,994		$	29,814	6.9	%
Adjusted EBITDA Margin(1)	35.1		%	34.5		%

(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.


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Part I. Financial Information

REVENUES

Total revenues consist of the following (in thousands):


	THREE MONTHS ENDED MARCH 31,						PERCENTAGE CHANGE
	2023		2022		DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY(1)		ORGANIC GROWTH(2)		IMPACT OF ACQUISITIONS
Storage Rental	$	810,089	$	751,070	$	59,019	7.9	%	10.2	%	11.1	%	(0.9)	%
Service	504,260		496,976		7,284		1.5	%	3.5	%	2.0	%	1.5	%
Total Revenues	$	1,314,349	$	1,248,046	$	66,303	5.3	%	7.5	%	7.5	%	—	%

(1)Constant currency growth rates, which are a non-GAAP measure, are calculated by translating the 2022 results at the 2023 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, 2023, the increase in reported revenue was primarily driven by organic storage rental revenue growth and organic service revenue growth. Foreign currency exchange rate fluctuations decreased our reported revenue growth rate for the three months ended March 31, 2023 by 2.2% compared to the prior year period.

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, 2023 compared to the three months ended March 31, 2022 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; •a 0.3% increase in total global volume excluding deconsolidations (also excluding acquisitions, total global volume increased 0.3%); and •a decrease of $15.7 million due to foreign currency exchange rate fluctuations.


SERVICE REVENUE						•organic service revenue growth driven by increased service activity levels in our Global RIM business, partially offset by service revenue declines in our asset lifecycle management business as a result of component price declines, partially offset by increased volume; and •a decrease of $9.9 million due to foreign currency exchange rate fluctuations.


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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 REVENUES				PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
	2023		2022		DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		2023		2022
Labor	$	219,531	$	201,501	$	18,030	8.9	%	11.5	%	16.7	%	16.1	%	0.6	%
Facilities	240,690		218,319		22,371		10.2	%	13.0	%	18.3	%	17.5	%	0.8	%
Transportation	39,975		35,268		4,707		13.3	%	16.3	%	3.0	%	2.8	%	0.2	%
Product Cost of Sales and Others	71,430		91,534		(20,104)		(22.0)	%	(20.8)	%	5.4	%	7.3	%	(1.9)	%
Total Cost of sales	$	571,626	$	546,622	$	25,004	4.6	%	7.0	%	43.5	%	43.8	%	(0.3)	%

Primary factors influencing the change in reported Cost of sales for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 include the following:

•an increase in labor costs driven by an increase in service activity, primarily within our Global RIM business;

•an increase in facilities expenses driven by increases in rent expense, reflecting the impact of our sale-leaseback activity during 2022 and the first three months of 2023, as well as increases in utilities costs;

•a decrease in product cost of sales in our asset lifecycle management business as a result of component price declines, partially offset by increased volume; and

•a decrease of $12.1 million due to foreign currency exchange rate fluctuations.

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 REVENUES				PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
	2023		2022		DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		2023		2022
General, Administrative and Other	$	207,023	$	206,316	$	707	0.3	%	2.9	%	15.8	%	16.5	%	(0.7)	%
Sales, Marketing and Account Management	87,497		74,407		13,090		17.6	%	20.0	%	6.7	%	6.0	%	0.7	%
Total Selling, general and administrative expenses	$	294,520	$	280,723	$	13,797	4.9	%	7.5	%	22.4	%	22.5	%	(0.1)	%

Primary factors influencing the change in reported Selling, general and administrative expenses for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 include the following:

•an increase in general, administrative and other expenses, driven higher wages and benefits, employee-related costs and information technology costs, partially offset by lower professional fees;

•an increase in sales, marketing and account management expenses, driven by higher compensation expense, primarily reflecting increased headcount; and

•a decrease of $6.7 million due to foreign currency exchange rate fluctuations.

DEPRECIATION AND AMORTIZATION

Depreciation expense decreased by $0.3 million, or 0.3%, for the three months ended March 31, 2023 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 decreased by $1.2 million, or 1.9%, for the three months ended March 31, 2023 compared to the prior year period.


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Part I. Financial Information

ACQUISITION AND INTEGRATION COSTS

Acquisition and Integration Costs for the three months ended March 31, 2023 and 2022 were approximately $1.6 million and $15.7 million, respectively.

RESTRUCTURING AND OTHER TRANSFORMATION

Restructuring and other transformation costs for the three months ended March 31, 2023 were $36.9 million and related to operating expenses associated with the implementation of Project Matterhorn. There were no Restructuring and other transformation costs related to Project Matterhorn for the three months ended March 31, 2022.

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

Gain on disposal/write-down of property, plant and equipment, net for the three months ended March 31, 2023 was approximately $13.1 million. The gains primarily consist of a gain of approximately $18.5 million associated with a sale-leaseback transaction of a facility in Singapore.

OTHER EXPENSES, NET

INTEREST EXPENSE, NET

Interest expense, net increased by $22.8 million to $137.2 million in the three months ended March 31, 2023 from $114.4 million in the prior year period. The increase is primarily due to higher average debt outstanding during the three months ended March 31, 2023 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 5.3% and 4.4% at March 31, 2023 and 2022, respectively. See Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our indebtedness.

OTHER EXPENSE (INCOME), NET

Other expense (income), net for the three months ended March 31, 2023 and 2022 consists of the following (in thousands):


	THREE MONTHS ENDED MARCH 31,				DOLLAR CHANGE
DESCRIPTION	2023		2022
Foreign currency transaction losses (gains), net	$	14,424	$	(13,201)	$	27,625
Debt extinguishment expense	—		671		(671)
Other, net	6,776		68,431		(61,655)
Other Expense (Income), Net	$	21,200	$	55,901	$	(34,701)

PROVISION FOR INCOME TAXES


	THREE MONTHS ENDED MARCH 31,
	2023(1)		2022
Effective Tax Rate	20.4	%	19.5	%


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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 CHANGE		PERCENTAGE CHANGE
	2023			2022
Net Income (Loss)	$	65,535		$	41,707		$	23,828	57.1	%
Net Income (Loss) as a percentage of Revenue	5.0		%	3.3		%
Adjusted EBITDA	$	460,808		$	430,994		$	29,814	6.9	%
Adjusted EBITDA Margin	35.1		%	34.5		%



Adjusted EBITDA Margin for the three months ended March 31, 2023 increased by 60 basis points compared to the same prior year period driven by improved service revenue trends, revenue management and ongoing cost containment measures, partially offset by lower Adjusted EBITDA Margin in our asset lifecycle management business.			↑ INCREASED BY $29.8 MILLION OR 6.9% Adjusted EBITDA


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Part I. Financial Information

SEGMENT ANALYSIS

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

GLOBAL RIM BUSINESS (IN THOUSANDS)


	THREE MONTHS ENDED MARCH 31,								PERCENTAGE CHANGE
							DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		ORGANIC GROWTH		IMPACT OF ACQUISITIONS
	2023			2022
Storage Rental	$	687,669		$	650,087		$	37,582	5.8	%	8.2	%	9.4	%	(1.2)	%
Service	438,857			398,804			40,053		10.0	%	12.5	%	13.6	%	(1.1)	%
Segment Revenue	$	1,126,526		$	1,048,891		$	77,635	7.4	%	9.8	%	11.0	%	(1.2)	%
Segment Adjusted EBITDA	$	477,784		$	448,795		$	28,989
Segment Adjusted EBITDA Margin	42.4		%	42.8		%

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

Storage Rental
Revenue

Service
Revenue

Segment
Revenue

Segment Adjusted
EBITDA

Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global RIM Business segment for the three months ended March 31, 2023 compared to the prior year period include the following:

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

•a 0.2% increase in Global RIM volume excluding deconsolidations (also excluding acquisitions, Global RIM volume increased 0.2%);

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

•a decrease in revenue of $23.2 million due to foreign currency exchange rate fluctuations; and

•a 40 basis point decrease in Adjusted EBITDA Margin primarily driven by an increase in compensation and other employee-related costs, partially offset by revenue management.


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Part I. Financial Information

GLOBAL DATA CENTER BUSINESS (IN THOUSANDS)


	THREE MONTHS ENDED MARCH 31,								PERCENTAGE CHANGE
							DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		ORGANIC GROWTH		IMPACT OF ACQUISITIONS
	2023			2022
Storage Rental	$	107,435		$	87,451		$	19,984	22.9	%	24.3	%	23.6	%	0.7	%
Service	4,870			9,536			(4,666)		(48.9)	%	(47.9)	%	(47.9)	%	—	%
Segment Revenue	$	112,305		$	96,987		$	15,318	15.8	%	17.3	%	16.6	%	0.7	%
Segment Adjusted EBITDA	$	50,635		$	41,977		$	8,658
Segment Adjusted EBITDA Margin	45.1		%	43.3		%

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

Storage Rental
Revenue

Service
Revenue

Segment
Revenue

Segment Adjusted
EBITDA

Primary factors influencing the change in revenue, Adjusted EBITDA and Adjusted EBITDA Margin in our Global Data Center Business segment for the three months ended March 31, 2023 compared to the prior year period include the following:

•organic storage rental revenue growth from leases that commenced during the first three months of 2023 and in prior periods and higher pass-through power costs, partially offset by churn of 150 basis points;

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

•a 180 basis point increase in Adjusted EBITDA Margin reflecting ongoing cost management and a decline in lower margin project revenue, partially offset by higher pass-through power costs.


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Part I. Financial Information

CORPORATE AND OTHER (IN THOUSANDS)


	THREE MONTHS ENDED MARCH 31,						PERCENTAGE CHANGE
					DOLLAR CHANGE		ACTUAL		CONSTANT CURRENCY		ORGANIC GROWTH		IMPACT OF ACQUISITIONS
	2023		2022
Storage Rental	$	14,985	$	13,532	$	1,453	10.7	%	12.4	%	8.4	%	4.0	%
Service	60,533		88,636		(28,103)		(31.7)	%	(30.9)	%	(44.0)	%	13.1	%
Revenue	$	75,518	$	102,168	$	(26,650)	(26.1)	%	(25.2)	%	(37.1)	%	11.9	%
Adjusted EBITDA	$	(67,611)	$	(59,778)	$	(7,833)

Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other for the three months ended March 31, 2023 compared to the prior year period include the following:

•a decrease in service revenue in our asset lifecycle management business as a result of component price declines, partially offset by increased volume; and

•a decrease in Adjusted EBITDA driven by the flow through of service revenue declines in our asset lifecycle management business, partially offset by lower professional fees.


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Part I. Financial Information

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

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

PROJECT MATTERHORN

As disclosed above, in September 2022, we announced Project Matterhorn. We estimate that the implementation of Project Matterhorn will result in costs of approximately $150.0 million per year from 2023 through 2025. Total costs related to Project Matterhorn during the three months ended March 31, 2023 were approximately $36.9 million and are included in Restructuring and other transformation in our Condensed Consolidated Statement of Operations. Total costs from inception of the program to March 31, 2023 were approximately $78.8 million. There were no Restructuring and other transformation costs related to Project Matterhorn for the three months ended March 31, 2022.

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,


	2023		2022
Cash Flows from Operating Activities	$	128,808	$	54,506
Cash Flows from Investing Activities	(272,543)		(889,754)
Cash Flows from Financing Activities	149,901		771,553
Cash and Cash Equivalents, End of Period	146,442		195,660

A. CASH FLOWS FROM OPERATING ACTIVITIES

For the three months ended March 31, 2023, net cash flows provided by operating activities increased by $74.3 million compared to the prior year period, primarily due to an increase in cash from working capital of $78.0 million, primarily related to the timing of accrued expenses and collections of accounts receivable, partially offset by a decrease in net income (excluding non-cash charges) of $3.7 million.

B. CASH FLOWS FROM INVESTING ACTIVITIES

Our significant investing activity during the three months ended March 31, 2023 included cash paid for capital expenditures of $265.9 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.

C. CASH FLOWS FROM FINANCING ACTIVITIES

Our significant financing activities during the three months ended March 31, 2023 included:

•Net proceeds of $358.7 million primarily associated with borrowings under the Revolving Credit Facility.

•Payment of dividends in the amount of $186.5 million on our common stock.


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Part I. Financial Information

CAPITAL EXPENDITURES

The following table presents our capital spend for the three months ended March 31, 2023 and 2022, organized by the type of the spending as described in our Annual Report (in thousands):


	THREE MONTHS ENDED MARCH 31,
NATURE OF CAPITAL SPEND	2023		2022
Growth Investment Capital Expenditures:
Data Center	$	202,406	$	82,159
Real Estate	55,903		27,290
Innovation and Other	15,536		6,020
Total Growth Investment Capital Expenditures	273,845		115,469
Recurring Capital Expenditures:
Real Estate	5,369		7,541
Non-Real Estate	19,801		24,776
Data Center	2,493		2,468
Total Recurring Capital Expenditures	27,663		34,785
Total Capital Spend (on accrual basis)	301,508		150,254
Net (decrease) increase in prepaid capital expenditures	(766)		1,051
Net (increase) decrease in accrued capital expenditures	(34,836)		9,745
Total Capital Spend (on cash basis)	$	265,906	$	161,050

Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $1,000.0 million for the year ending December 31, 2023. Of this, we expect our capital expenditures for growth investment to be approximately $855.0 million, and our recurring capital expenditures to approach $145.0 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 2023 and fiscal year 2022.

On May 4, 2023, we declared a dividend to our stockholders of record as of June 15, 2023 of $0.6185 per share, payable on July 6, 2023.


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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 accounts receivable. The only significant concentration of liquid investments as of March 31, 2023 is related to cash and cash equivalents held in money mark 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, 2023 is as follows (in thousands):


	MARCH 31, 2023
	DEBT (INCLUSIVE OF DISCOUNT)		UNAMORTIZED DEFERRED FINANCING COSTS		CARRYING AMOUNT
Revolving Credit Facility(1)	$	1,439,000	$	(5,687)	$	1,433,313
Term Loan A(1)	237,500		—		237,500
Term Loan B(1)	664,379		(3,434)		660,945
Australian Dollar Term Loan	197,929		(585)		197,344
UK Bilateral Revolving Credit Facility	173,153		—		173,153

37/8% GBP Senior Notes due 2025 (the "GBP Notes")	494,722		(2,413)		492,309
47/8% Senior Notes due 2027 (the "47/8% Notes due 2027")(2)	1,000,000		(6,399)		993,601
51/4% Senior Notes due 2028 (the "51/4% Notes due 2028")(2)	825,000		(5,904)		819,096
5% Senior Notes due 2028 (the "5% Notes due 2028")(2)	500,000		(3,859)		496,141
47/8% Senior Notes due 2029 (the "47/8% Notes due 2029")(2)	1,000,000		(9,403)		990,597
51/4% Senior Notes due 2030 (the "51/4% Notes due 2030")(2)	1,300,000		(11,031)		1,288,969
41/2% Senior Notes due 2031 (the "41/2% Notes")(2)	1,100,000		(9,850)		1,090,150
5% Senior Notes due 2032 (the "5% Notes due 2032")	750,000		(12,185)		737,815
55/8% Senior Notes due 2032 (the "55/8% Notes")(2)	600,000		(5,421)		594,579
Real Estate Mortgages, Financing Lease Liabilities and Other	434,283		(522)		433,761
Accounts Receivable Securitization Program	325,000		(477)		324,523
Total Long-term Debt	11,040,966		(77,170)		10,963,796
Less Current Portion	(101,608)		—		(101,608)
Long-term Debt, Net of Current Portion	$	10,939,358	$	(77,170)	$	10,862,188

(1)Collectively, the “Credit Agreement”.

(2)Collectively, the "Parent Notes".

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

LETTERS OF CREDIT

As of March 31, 2023, we had outstanding letters of credit totaling $39.8 million, of which $3.9 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between June 2023 and July 2025.


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Part I. Financial Information

DEBT COVENANTS

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, 2023 are as follows:

MARCH 31, 2023

MAXIMUM/MINIMUM ALLOWABLE

Net total lease adjusted leverage ratio

5.1

Maximum allowable of 7.0

Fixed charge coverage ratio

2.4

Minimum allowable of 1.5

We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of March 31, 2023. 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

In November 2022, we entered into a forward-starting interest rate swap agreement to limit our exposure to changes in interest rates on future borrowings under our Virginia Credit Agreement (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report). The forward-starting interest rate swap agreement commences in July 2023 and expires in October 2025. As of both March 31, 2023 and December 31, 2022, we have $4.8 million in notional value outstanding on this forward-starting interest rate swap agreement.

In July 2019, we entered into forward-starting interest rate swap agreements to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. These forward-starting interest rate swap agreements commenced in March 2022. As of both March 31, 2023 and December 31, 2022, we have $350.0 million in notional value outstanding on these interest rate swap agreements, which expire in March 2024.


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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, 2023 and December 31, 2022, we have approximately $469.2 million in notional value outstanding on cross-currency interest rate swaps with maturity dates ranging from August 2023 through February 2026.

INVESTMENTS

In April 2021, we closed on an agreement to form a joint venture (the "Web Werks JV") with the shareholders of Web Werks India Private Limited ("Web Werks"), a colocation data center provider in India. Through December 31, 2022, we made two investments totaling approximately 7,500.0 million Indian rupees (or approximately $96.2 million, based upon the exchange rates between the United States dollar and Indian rupee on the closing date of each investment) in exchange for a noncontrolling interest in the form of convertible preference shares in the Web Werks JV. Under the terms of the original Web Werks JV shareholder agreement, we were required to make an additional investment of 3,750.0 million Indian rupees by May 2023. In April 2023, the original Web Werks JV shareholder agreement was amended to extend the period by which the investment is required to be made to May 2024.

JOINT VENTURE SUMMARY


	March 31, 2023				DECEMBER 31, 2022
	CARRYING VALUE		EQUITY INTEREST		CARRYING VALUE		EQUITY INTEREST
Web Werks JV	$	98,637	53.58	%	$	98,278	53.58	%
Joint venture with AGC Equity Partners	36,579		20.00	%	37,194		20.00	%
Joint venture with Clutter, Inc.	50,712		26.73	%	54,172		26.73	%

Additionally, we have a loan receivable with the Frankfurt JV of approximately $22.8 million, which is included as a component of Other within Other assets, net within our Condensed Consolidated Balance Sheet at March 31, 2023.


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Part I. Financial Information

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act. As of March 31, 2023 (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.

During the three months ended March 31, 2023, we implemented a new version of our Enterprise Resource Planning system in certain markets as a part of an ongoing system upgrade. We took the necessary steps to monitor and maintain appropriate internal control over financial reporting during this upgrade. We also conducted evaluations prior to and after the implementation of the new system, and confirmed that our internal control over financial reporting remains effective.

Except as described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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Part II. Other Information

PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We did not sell any unregistered equity securities during the three months ended March 31, 2023, nor did we repurchase any shares of our common stock during the three months ended March 31, 2023.

ITEM 6. EXHIBITS

(A) EXHIBITS

Certain exhibits indicated below are incorporated by reference to documents we have filed with the SEC.


EXHIBIT NO.						DESCRIPTION

31.1						Rule 13a-14(a) Certification of Chief Executive Officer. (Filed herewith.)

31.2						Rule 13a-14(a) Certification of Chief Financial Officer. (Filed herewith.)
32.1						Section 1350 Certification of Chief Executive Officer. (Furnished herewith.)
32.2						Section 1350 Certification of Chief Financial Officer. (Furnished herewith.)
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.


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Part II. Other Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			IRON MOUNTAIN INCORPORATED
			By:			/s/ DANIEL BORGES


						Daniel Borges Senior Vice President, Chief Accounting Officer

Dated: May 4, 2023


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Iron Mountain - 10-Q quarterly report FY2023 Q1

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