(1)Operating lease cost, the majority of which is included in Cost of sales, includes variable lease costs of $42,785 and $120,473 for the three and nine months ended September 30, 2024, respectively, and $34,866 and $100,864 for the three and nine months ended September 30, 2023, respectively.
Other information:Supplemental cash flow information relating to our leases for the nine months ended September 30, 2024 and 2023 is as follows:
NINE MONTHS ENDED SEPTEMBER 30,
CASH PAID FOR AMOUNTS INCLUDED IN MEASUREMENT OF LEASE LIABILITIES:
2024
2023
Operating cash flows used in operating leases
$
355,509
$
334,806
Operating cash flows used in financing leases (interest)
16,031
13,600
Financing cash flows used in financing leases
41,079
35,124
NON-CASH ITEMS:
Operating lease modifications and reassessments
$
9,536
$
65,874
New operating leases (including acquisitions and sale-leaseback transactions)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
D. GOODWILL
Our reporting units as of December 31, 2023 are described in detail in Note 2.l. to Notes to Consolidated Financial Statements included in our Annual Report.
The changes in the carrying value of goodwill attributable to each reportable segment and Corporate and Other (as defined in Note 9) for the nine months ended September 30, 2024 are as follows:
GLOBAL RIM BUSINESS
GLOBAL DATA CENTER BUSINESS
CORPORATE AND OTHER
TOTAL CONSOLIDATED
Goodwill balance, net of accumulated amortization, as of December 31, 2023
$
3,911,945
$
478,930
$
627,037
$
5,017,912
Tax deductible goodwill acquired during the period
—
—
131,790
131,790
Non-tax deductible goodwill acquired during the period
—
—
36,499
36,499
Fair value and other adjustments
984
(186)
(186)
612
Currency effects
9,686
1,062
899
11,647
Goodwill balance, net of accumulated amortization, as of September 30, 2024
$
3,922,615
$
479,806
$
796,039
$
5,198,460
Accumulated goodwill impairment balance as of September 30, 2024
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. FAIR VALUE MEASUREMENTS
The assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2024 and December 31, 2023 are as follows:
FAIR VALUE MEASUREMENTS AT SEPTEMBER 30, 2024 USING
DESCRIPTION
TOTAL CARRYING
VALUE AT
SEPTEMBER 30, 2024
QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)
SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)(2)
Money Market Funds
$
17,581
$
—
$
17,581
$
—
Time Deposits
30,462
—
30,462
—
Trading Securities
8,013
6,283
1,730
—
Derivative Liabilities
29,824
—
29,824
—
Deferred Purchase Obligations(1)
117,050
—
—
117,050
FAIR VALUE MEASUREMENTS AT DECEMBER 31, 2023 USING
DESCRIPTION
TOTAL CARRYING
VALUE AT
DECEMBER 31, 2023
QUOTED PRICES IN ACTIVE MARKETS (LEVEL 1)
SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)
SIGNIFICANT
UNOBSERVABLE
INPUTS (LEVEL 3)(2)
Money Market Funds
$
66,008
$
—
$
66,008
$
—
Time Deposits
15,913
—
15,913
—
Trading Securities
9,952
6,149
3,803
—
Derivative Assets
6,359
—
6,359
—
Derivative Liabilities
5,769
—
5,769
—
Deferred Purchase Obligations(1)
208,265
—
—
208,265
(1)Primarily relates to the fair values of the deferred purchase obligations associated with the ITRenew Transaction (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report) and the Regency Transaction (as defined in Note 3).
(2)The following is a rollforward of the Level 3 liabilities presented above for December 31, 2023 through September 30, 2024:
Balance as of December 31, 2023
$
208,265
Additions
63,700
Payments
(158,677)
Other changes, including accretion
3,762
Balance as of September 30, 2024
$
117,050
The level 3 valuations of the deferred purchase obligations were determined utilizing Monte-Carlo models and take into account our forecasted projections as they relate to the underlying performance of the respective businesses. The Monte-Carlo simulation model applied in assessing the fair value of the deferred purchase obligation associated with the ITRenew Transaction incorporates assumptions as to expected gross profits over the achievement period, including adjustments for the volatility of timing and amount of the associated revenue and costs, as well as discount rates that account for the risk of the arrangement and overall market risks. The Monte-Carlo simulation model applied in assessing the fair value of the deferred purchase obligation associated with the Regency Transaction incorporates assumptions as to expected revenue over the achievement period, including adjustments for volatility and timing, as well as discount rates that account for the risk of the arrangement and overall market risks. Any material change to these assumptions may result in a significantly higher or lower fair value of the related deferred purchase obligation.
There were no material items that were measured at fair value on a non-recurring basis at September 30, 2024 and December 31, 2023 other than (i) those disclosed in Note 2.p. to Notes to Consolidated Financial Statements included in our Annual Report and (ii) assets acquired and liabilities assumed through our acquisitions that occurred during the nine months ended September 30, 2024 (see Note 3), both of which are based on Level 3 inputs.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
F. ACCUMULATED OTHER COMPREHENSIVE ITEMS, NET
The changes in Accumulated other comprehensive items, net for the three and nine months ended September 30, 2024 and 2023 are as follows:
THREE MONTHS ENDED SEPTEMBER 30, 2024
THREE MONTHS ENDED SEPTEMBER 30, 2023
FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS
DERIVATIVE FINANCIAL INSTRUMENTS
TOTAL
FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS
DERIVATIVE FINANCIAL INSTRUMENTS
TOTAL
Beginning of Period
$
(471,935)
$
10,844
$
(461,091)
$
(396,677)
$
14,433
$
(382,244)
Other comprehensive income (loss):
Foreign currency translation and other adjustments
106,861
—
106,861
(79,416)
—
(79,416)
Change in fair value of derivative instruments
—
(34,281)
(34,281)
—
6,184
6,184
Reclassifications from accumulated other comprehensive items, net
—
—
—
—
(2,527)
(2,527)
Total other comprehensive income (loss)
106,861
(34,281)
72,580
(79,416)
3,657
(75,759)
End of Period
$
(365,074)
$
(23,437)
$
(388,511)
$
(476,093)
$
18,090
$
(458,003)
NINE MONTHS ENDED SEPTEMBER 30, 2024
NINE MONTHS ENDED SEPTEMBER 30, 2023
FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS
DERIVATIVE FINANCIAL INSTRUMENTS
TOTAL
FOREIGN CURRENCY TRANSLATION AND OTHER ADJUSTMENTS
DERIVATIVE FINANCIAL INSTRUMENTS
TOTAL
Beginning of Period
$
(373,628)
$
2,472
$
(371,156)
$
(454,509)
$
12,506
$
(442,003)
Other comprehensive income (loss):
Foreign currency translation and other adjustments
8,554
—
8,554
(21,584)
—
(21,584)
Change in fair value of derivative instruments
—
(23,381)
(23,381)
—
10,638
10,638
Reclassifications from accumulated other comprehensive items, net
—
(2,528)
(2,528)
—
(5,054)
(5,054)
Total other comprehensive income (loss)
8,554
(25,909)
(17,355)
(21,584)
5,584
(16,000)
End of Period
$
(365,074)
$
(23,437)
$
(388,511)
$
(476,093)
$
18,090
$
(458,003)
G. REVENUES
The costs associated with the initial movement of customer records into physical storage and certain commissions are considered costs to fulfill or obtain customer contracts (collectively, "Contract Costs").Contract Costs as of September 30, 2024 and December 31, 2023 are as follows:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Deferred revenue liabilities are reflected in our Condensed Consolidated Balance Sheets as follows:
DESCRIPTION
LOCATION IN BALANCE SHEET
SEPTEMBER 30, 2024
DECEMBER 31, 2023
Deferred revenue - Current
Deferred revenue
$
294,545
$
325,665
Deferred revenue - Long-term
Other Long-term Liabilities
85,795
100,770
DATA CENTER LESSOR CONSIDERATIONS
Our Global Data Center Business features storage rental provided to customers at contractually specified rates over a fixed contractual period, which are accounted for in accordance with Accounting Standards Codification 842, Leases.Storage rental revenue associated with our Global Data Center Business for the three and nine months ended September 30, 2024 and 2023 is as follows:
THREE MONTHS ENDED SEPTEMBER 30,
NINE MONTHS ENDED SEPTEMBER 30,
2024
2023
2024
2023
Storage rental revenue
$
150,796
$
123,655
$
438,221
$
342,080
H. STOCK-BASED COMPENSATION
Our stock-based compensation expense includes the cost of stock options, restricted stock units ("RSUs") and performance units ("PUs") (together, the "Employee Stock-Based Awards").
STOCK-BASED COMPENSATION EXPENSE
Stock-based compensation expense for the Employee Stock-Based Awards for the three and nine months ended September 30, 2024 and 2023 is as follows:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
3. ACQUISITIONS
WISETEK
On September 20, 2024, in order to further expand our asset lifecycle management ("ALM") business, we acquired 100% of Wisetek Solutions Limited ("Wisetek"), an information technology ("IT") asset disposition services provider offering services across the globe with operations facilities in the United States, Ireland, the United Kingdom and Thailand, for (i) cash consideration of approximately 46,600 Euros (or approximately $51,900, based upon the exchange rate between the Euro and the United States dollar on the closing date of this acquisition), subject to adjustments, and (ii) up to 4,200 Euros (or approximately $4,700, based upon the exchange rate between the Euro and the United States dollar as of September 30, 2024) of additional consideration, payable based on the achievement of certain gross profit targets through September 2026.
REGENCY TECHNOLOGIES
On January 3, 2024, in order to expand our ALM business, we acquired 100% of RSR Partners, LLC (doing business as Regency Technologies), an IT asset disposition services provider with operations throughout the United States, for an initial purchase price of approximately $200,000, subject to certain working capital adjustments at, and subsequent to, the closing, with $125,000 paid at closing, funded by borrowings under the Revolving Credit Facility (as defined in Note 6), and the remaining $75,000 (the “January 2025 Payment”) to be paid in January 2025 (the "Regency Transaction"). The present value of the January 2025 Payment is included as a component of Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024. The agreement for the Regency Transaction also includes a performance-based contingent consideration with a potential earnout range from zero to $200,000 based upon achievement of certain three-year cumulative revenue targets, which would be payable in 2027, if earned (the “Regency Deferred Purchase Obligation”). The preliminary fair value estimate of the Regency Deferred Purchase Obligation as of the acquisition date was approximately $78,400. See Note 2.e. for details on the methodology used to establish the fair value. The fair value of the Regency Deferred Purchase Obligation is included as a component of Other long-term liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024. Subsequent increases or decreases in the fair value estimate of the Regency Deferred Purchase Obligation, as well as the accretion of the discount to present value, is included as a component of Other expense (income), net in our Condensed Consolidated Statements of Operations until the deferred purchase obligation is settled or paid. Subsequent to the acquisition, the results of Regency Technologies are included as a component of Corporate and Other.
PRELIMINARY PURCHASE PRICE ALLOCATION
A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for our acquisitions closed during the nine months ended September 30, 2024 is as follows:
NINE MONTHS ENDED SEPTEMBER 30, 2024
Cash Paid (gross of cash acquired)
$
184,777
Deferred Purchase Obligations, Purchase Price Holdbacks and Other(1)
133,813
Total Consideration
318,590
Fair Value of Identifiable Assets Acquired(2)
212,826
Fair Value of Identifiable Liabilities Acquired
(62,525)
Goodwill Initially Recorded(3)
$
168,289
(1)Consists of the acquisition-date fair values of the Regency Deferred Purchase Obligation and the January 2025 Payment.
(2)Assets acquired include supplier relationship intangible assets, with a total fair value of approximately $131,000 and a weighted average life of approximately 18 years.
(3)Goodwill is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and the acquired businesses.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
3. ACQUISITIONS (CONTINUED)
The preliminary purchase price allocations that are not finalized as of September 30, 2024 relate to the final assessment of the fair values of the assets acquired and the fair value of the deferred purchase obligation, which may differ materially from these preliminary estimates associated with the acquisitions closed during the nine months ended September 30, 2024. Any adjustments to our estimates of purchase price allocations will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Purchase price allocation adjustments recorded during the nine months ended September 30, 2024were not material to our balance sheet or results from operations.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
6. DEBT
Long-term debt is as follows:
SEPTEMBER 30, 2024
DECEMBER 31, 2023
DEBT
(INCLUSIVE OF
DISCOUNT)
UNAMORTIZED
DEFERRED
FINANCING
COSTS
CARRYING
AMOUNT
FAIR
VALUE
DEBT
(INCLUSIVE OF
DISCOUNT)
UNAMORTIZED
DEFERRED
FINANCING
COSTS
CARRYING
AMOUNT
FAIR
VALUE
Revolving Credit Facility(1)
$
1,005,000
$
(3,763)
$
1,001,237
$
1,005,000
$
—
$
(4,621)
$
(4,621)
$
—
Term Loan A(1)
218,750
—
218,750
218,750
228,125
—
228,125
228,125
Term Loan B due 2026(1)
—
—
—
—
659,298
(2,498)
656,800
659,750
Term Loan B due 2031(1)
1,849,096
(15,462)
1,833,634
1,860,045
1,191,000
(13,026)
1,177,974
1,200,000
Virginia 3 Term Loans(2)
246,188
(3,336)
242,852
246,188
101,218
(4,641)
96,577
101,218
Virginia 4/5 Term Loans(2)
70,280
(3,483)
66,797
70,280
16,338
(5,892)
10,446
16,338
Virginia 6 Term Loans(3)
95,062
(5,106)
89,956
95,062
—
—
—
—
Australian Dollar Term Loan(2)
197,427
(336)
197,091
198,501
197,743
(482)
197,261
199,195
UK Bilateral Revolving Credit Facility(2)
187,431
(1,168)
186,263
187,431
178,239
—
178,239
178,239
GBP Notes(2)
535,518
(1,095)
534,423
527,239
509,254
(1,763)
507,491
489,108
47/8% Notes due 2027(2)
1,000,000
(4,266)
995,734
987,500
1,000,000
(5,332)
994,668
967,500
51/4% Notes due 2028(2)
825,000
(4,133)
820,867
818,813
825,000
(5,019)
819,981
800,250
5% Notes due 2028(2)
500,000
(2,773)
497,227
491,250
500,000
(3,316)
496,684
478,750
7% Notes due 2029(2)
1,000,000
(9,218)
990,782
1,037,500
1,000,000
(10,813)
989,187
1,027,500
47/8% Notes due 2029(2)
1,000,000
(7,233)
992,767
975,000
1,000,000
(8,318)
991,682
945,000
51/4% Notes due 2030(2)
1,300,000
(8,775)
1,291,225
1,280,500
1,300,000
(9,903)
1,290,097
1,241,500
41/2% Notes(2)
1,100,000
(7,985)
1,092,015
1,039,500
1,100,000
(8,917)
1,091,083
995,500
5% Notes due 2032(2)
750,000
(10,227)
739,773
721,875
750,000
(11,206)
738,794
684,375
55/8% Notes(2)
600,000
(4,549)
595,451
595,500
600,000
(4,985)
595,015
567,000
Real Estate Mortgages, Financing Lease Liabilities and Other
611,321
(1,922)
609,399
611,321
519,907
(403)
519,504
519,907
Accounts Receivable Securitization Program
386,500
(734)
385,766
386,500
358,500
(317)
358,183
358,183
Total Long-term Debt
13,477,573
(95,564)
13,382,009
12,034,622
(101,452)
11,933,170
Less Current Portion
(136,547)
—
(136,547)
(120,670)
—
(120,670)
Long-term Debt, Net of Current Portion
$
13,341,026
$
(95,564)
$
13,245,462
$
11,913,952
$
(101,452)
$
11,812,500
(1)Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A facility (the “Term Loan A”) and a term loan B facility (the "Term Loan B due 2031"). The Credit Agreement also included a second term loan B facility (the "Term Loan B due 2026") until its extinguishment in August 2024. The remaining amount available for borrowing under the Revolving Credit Facility as of September 30, 2024 was $1,237,020 (which represents the maximum availability as of such date). The weighted average interest rate in effect under the Revolving Credit Facility was 7.0% as of September 30, 2024. Due to the discontinuance of the Canadian Dollar Offered Rate reference rate on June 28, 2024, the Credit Agreement was amended on June 7, 2024 to update the interest rate benchmark available for Canadian currency borrowings under our Revolving Credit Facility to the Canadian Overnight Repo Rate Average, effective July 1, 2024. All other material terms of the Revolving Credit Facility remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
(2)Each as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
(3)The fair value (Level 2 of the fair value hierarchy described at Note 2.e.) of this debt instrument approximates the carrying value as borrowings under this debt instrument are based on a current variable market interest rate.
See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding our long-term debt, including the direct obligors of each of our debt instruments as well as information regarding the fair value of our debt instruments (including the levels of the fair value hierarchy used to determine the fair value of our debt instruments, which are consistent with the levels of the fair value hierarchy used to determine the fair value of our debt as of September 30, 2024).
During the quarter ended September 30, 2024, a put option available to our partner in our Iron Mountain Data Centers Virginia 4/5 JV, LP joint venture expired, triggering a change in the presentation of the related noncontrolling interest. The noncontrolling interest of approximately $53,400 was previously presented as Redeemable noncontrolling interests in our Consolidated Balance Sheets and is now presented as Noncontrolling interests within stockholders’ equity in our Condensed Consolidated Balance Sheet at September 30, 2024.
During the quarter ended September 30, 2024, we entered into an agreement with a partner to form our Iron Mountain Data Centers Virginia 6/7 JV, LLC joint venture, which resulted in Noncontrolling interests of approximately $103,100 in our Condensed Consolidated Balance Sheet at September 30, 2024.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
9. SEGMENT INFORMATION
Our reportable segments as of December 31, 2023 are described in Note 11 to Notes to Consolidated Financial Statements included in our Annual Report and are as follows:
•Global RIM Business
•Global Data Center Business
The remaining activities of our business consist primarily of our Fine Arts and ALM businesses and other corporate items ("Corporate and Other").
The operations associated with acquisitions completed during the first nine months of 2024 have been incorporated into Corporate and Other.
An analysis of our business segment information and reconciliation to the accompanying Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2024 and 2023 is as follows:
In October 2020, in connection with the formation of the Frankfurt JV, we entered into agreements whereby we earn various fees, including (i) special project revenue and (ii) property management and construction and development fees for services we are providing to the Frankfurt JV (the "Frankfurt JV Agreements").
In February 2022, we entered into a storage and service agreement with the joint venture formed by Clutter, Inc. and us (the "Clutter JV") to provide certain storage and related services to the Clutter JV (the "Clutter Agreement"). On June 29, 2023, we completed the Clutter Acquisition (as defined in Note 3 to Notes to Consolidated Financial Statements included in our Annual Report) and terminated the Clutter Agreement.
Revenue recognized in the accompanying Condensed Consolidated Statements of Operations under these agreements for the three and nine months ended September 30, 2024 and 2023 is as follows (approximately):
THREE MONTHS ENDED SEPTEMBER 30,
NINE MONTHS ENDED SEPTEMBER 30,
2024
2023
2024
2023
Frankfurt JV Agreements(1)
$
200
$
—
$
2,700
$
1,700
Clutter Agreement(2)
—
—
—
13,000
(1)Revenue associated with the Frankfurt JV Agreements is presented as a component of our Global Data Center Business segment.
(2)Revenue associated with the Clutter Agreement is presented as a component of our Global RIM Business segment.
11. RESTRUCTURING AND OTHER TRANSFORMATION
PROJECT MATTERHORN
In September 2022, we announced Project Matterhorn. Project Matterhorn investments focus on transforming our operating model to a global operating model. Project Matterhorn focuses on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better serve our customers' needs. We are investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate. We expect to incur approximately $150,000 in costs annually related to Project Matterhorn from 2023 through 2025. Costs are comprised of (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which include professional fees such as project management costs and costs for third party consultants who are assisting in the enablement of our growth initiatives.
Restructuring and other transformation related to Project Matterhorn included in the accompanying Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2024 and 2023, and from the inception of Project Matterhorn through September 30, 2024, is as follows:
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share data) (Unaudited)
11. RESTRUCTURING AND OTHER TRANSFORMATION (CONTINUED)
Restructuring costs for Project Matterhorn, included as a component of Restructuring and other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment, for the three and nine months ended September 30, 2024 and 2023, and from the inception of Project Matterhorn through September 30, 2024, is as follows:
THREE MONTHS ENDED SEPTEMBER 30,
NINE MONTHS ENDED SEPTEMBER 30,
FROM THE INCEPTION
OF PROJECT
MATTERHORN THROUGH
SEPTEMBER 30, 2024
2024
2023
2024
2023
Global RIM Business
$
10,731
$
9,787
$
33,515
$
34,312
$
93,320
Global Data Center Business
—
4
2,576
82
3,096
Corporate and Other
825
1,953
2,527
5,434
12,813
Total restructuring costs
$
11,556
$
11,744
$
38,618
$
39,828
$
109,229
Other transformation costs for Project Matterhorn, included as a component of Restructuring and other transformation in the accompanying Condensed Consolidated Statement of Operations, by segment, for the three and nine months ended September 30, 2024 and 2023, and from the inception of Project Matterhorn through September 30, 2024, is as follows:
THREE MONTHS ENDED SEPTEMBER 30,
NINE MONTHS ENDED SEPTEMBER 30,
FROM THE INCEPTION
OF PROJECT
MATTERHORN THROUGH
SEPTEMBER 30, 2024
2024
2023
2024
2023
Global RIM Business
$
10,799
$
10,572
$
30,143
$
19,015
$
62,413
Global Data Center Business
1,292
580
3,955
1,948
8,977
Corporate and Other
13,635
15,965
51,846
60,571
161,091
Total other transformation costs
$
25,726
$
27,117
$
85,944
$
81,534
$
232,481
The rollforward of the accrued restructuring costs and accrued other transformation costs, which are included as components of Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheets, for December 31, 2023 through September 30, 2024, is as follows:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2024 should be read in conjunction with our Condensed Consolidated Financial Statements and Notes thereto for the three and nine months ended September 30, 2024, included herein, and our Consolidated Financial Statements and Notes thereto for the year ended December 31, 2023, included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on February 22, 2024 (our "Annual Report").
FORWARD-LOOKING STATEMENTS
We have made statements in this Quarterly Report that constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements concern our current expectations regarding our future results from operations, economic performance, financial condition, goals, strategies, investment objectives, plans and achievements. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors, and you should not rely upon them except as statements of our present intentions and of our present expectations, which may or may not occur. When we use words such as "believes", "expects", "anticipates", "estimates", "plans", "intends", "pursue", "will" or similar expressions, we are making forward-looking statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not be achieved, and actual results may differ materially from our expectations. In addition, important factors that could cause actual results to differ from expectations include, among others:
•our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, grow our businesses (including through joint ventures or other co-investment vehicles), incorporate alternative technologies (including artificial intelligence) into our offerings, achieve satisfactory returns on new product offerings, continue our revenue management, expand and manage our global operations, complete acquisitions on satisfactory terms, integrate acquired companies efficiently and transition to more sustainable sources of energy;
•changes in customer preferences and demand for our storage and information management services, including as a result of the shift from paper and tape storage to alternative technologies that require less physical space;
•the costs of complying with and our ability to comply with laws, regulations and customer requirements, including those relating to data privacy and cybersecurity issues, as well as fire and safety and environmental standards;
•the impact of attacks on our internal information technology ("IT") systems, including the impact of such incidents on our reputation and ability to compete and any litigation or disputes that may arise in connection with such incidents;
•our ability to fund capital expenditures;
•the impact of our distribution requirements on our ability to execute our business plan;
•our ability to remain qualified for taxation as a real estate investment trust for United States federal income tax purposes ("REIT");
•changes in the political and economic environments in the countries in which we operate and changes in the global political climate;
•our ability to raise debt or equity capital and changes in the cost of our debt;
•our ability to comply with our existing debt obligations and restrictions in our debt instruments;
•the impact of service interruptions or equipment damage and the cost of power on our data center operations;
•the cost or potential liabilities associated with real estate necessary for our business;
•unexpected events, including those resulting from climate change or geopolitical events, could disrupt our operations and adversely affect our reputation and results of operations;
•failures to implement and manage new IT systems;
•other trends in competitive or economic conditions affecting our financial condition or results of operations not presently contemplated; and
•the other risks described in our periodic reports filed with the SEC, including under the caption "Risk Factors" in Part I, Item 1A of our Annual Report.
Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this report.
The following discussions set forth, for the periods indicated, management's discussion and analysis of financial condition and results of operations. Significant trends and changes are discussed for the three and nine months ended September 30, 2024 within each section. Trends and changes that are consistent for both the three and nine month periods are not repeated and are discussed on a year to date basis only.
PROJECT MATTERHORN
In September 2022, we announced a global program designed to accelerate the growth of our business ("Project Matterhorn"). Project Matterhorn investments focus on transforming our operating model to a global operating model. Project Matterhorn focuses on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better serve our customers' needs. We are investing to accelerate growth and to capture a greater share of the large, global addressable markets in which we operate. We expect to incur approximately $150.0 million in costs annually related to Project Matterhorn from 2023 through 2025. Costs are comprised of (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities, and (2) other transformation costs, which include professional fees such as project management costs and costs for third party consultants who are assisting in the enablement of our growth initiatives.
See Note 11 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for more information on Restructuring and other transformation costs.
GENERAL
RESULTS OF OPERATIONS - KEY TRENDS
•Our organic storage rental revenue growth is primarily driven by revenue management in our Global RIM Business segment, where we expect volume to be relatively stable in the near term, as well as by growth in our Global Data Center Business segment, primarily driven by lease commencements.
•Our organic service revenue growth is primarily due to increases in our service activity. We expect organic service revenue growth for the remainder of 2024 and into 2025 to benefit from our new and existing digital offerings and asset lifecycle management ("ALM") business, as well as our traditional services.
•We expect continued total revenue and Adjusted EBITDA growth for the remainder of 2024 and into 2025 as a result of our focus on new product and service offerings, innovation, customer solutions and market expansion in line with our Project Matterhorn objectives.
Cost of sales (excluding depreciation and amortization) and Selling, general and administrative expenses for the nine months ended September 30, 2024 consists of the following:
We define Adjusted EBITDA as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically:
EXCLUDED
•Acquisition and Integration Costs (as defined below)
•Restructuring and other transformation
•Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
•Other expense (income), net
•Stock-based compensation expense
•Intangible impairments
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 SEPTEMBER 30,
NINE MONTHS ENDED SEPTEMBER 30,
2024
2023
2024
2023
Net (Loss) Income
$
(33,665)
$
91,391
$
77,981
$
158,069
Add/(Deduct):
Interest expense, net
186,067
152,801
527,107
434,148
Provision (benefit) for income taxes
12,400
9,912
42,328
30,925
Depreciation and amortization
232,240
198,757
666,296
576,218
Acquisition and Integration Costs(1)
11,262
9,909
28,573
13,015
Restructuring and other transformation
37,282
38,861
124,562
121,362
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
5,091
(4,416)
8,270
(18,982)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures
85,532
(17,626)
76,954
58,559
Stock-based compensation expense
29,563
18,313
73,491
53,195
Our share of Adjusted EBITDA reconciling items from our unconsolidated joint ventures
2,341
2,060
5,767
9,919
Adjusted EBITDA
$
568,113
$
499,962
$
1,631,329
$
1,436,428
(1)Represent operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or are highly probable of closing, and include (i) advisory, legal and professional fees to complete business acquisitions and (ii) costs to integrate acquired businesses into our existing operations, including move, severance and system integration costs (collectively, "Acquisition and Integration Costs").
We define Adjusted EPS as reported earnings per share fully diluted from net income (loss) attributable to Iron Mountain Incorporated (inclusive of our share of adjusted losses (gains) from our unconsolidated joint ventures) and excluding certain items, specifically:
EXCLUDED
•Acquisition and Integration Costs
•Restructuring and other transformation
•Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
•Other expense (income), net
•Stock-based compensation expense
•Non-cash amortization related to derivative instruments
•Tax impact of reconciling items and discrete tax items
•Amortization related to the write-off of certain customer relationship intangible assets
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 SEPTEMBER 30,
NINE MONTHS ENDED SEPTEMBER 30,
2024
2023
2024
2023
Reported EPS—Fully Diluted from Net (Loss) Income Attributable to Iron Mountain Incorporated
$
(0.11)
$
0.31
$
0.26
$
0.53
Add/(Deduct):
Acquisition and Integration Costs
0.04
0.03
0.10
0.04
Restructuring and other transformation
0.13
0.13
0.42
0.41
Loss (gain) on disposal/write-down of property, plant and equipment, net (including real estate)
0.02
(0.02)
0.03
(0.06)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures
0.29
(0.06)
0.26
0.20
Stock-based compensation expense
0.10
0.06
0.25
0.18
Non-cash amortization related to derivative instruments
0.01
0.02
0.04
0.06
Tax impact of reconciling items and discrete tax items(1)
(0.04)
(0.03)
(0.08)
(0.09)
Income (Loss) Attributable to Noncontrolling Interests
—
—
0.01
0.01
Adjusted EPS—Fully Diluted from Net Income (Loss) Attributable to Iron Mountain Incorporated(2)
$
0.44
$
0.45
$
1.28
$
1.28
(1)The differences between our effective tax rates and our structural tax rate (or adjusted effective tax rates) for the three and nine months ended September 30, 2024 and 2023 are primarily due to (i) the reconciling items above, which impact our reported net income (loss) before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Our structural tax rate for purposes of the calculation of Adjusted EPS for the three and nine months ended September 30, 2024 and 2023 was 15.1% and 13.3%, respectively. The Tax impact of reconciling items and discrete tax items is calculated using the current quarter's estimate of the annual structural tax rate. This may result in the current period adjustment plus prior period reported quarterly adjustments not summing to the full year adjustment.
Funds from operations ("FFO") is defined by the National Association of Real Estate Investment Trusts as net income (loss) excluding depreciation on real estate assets, losses and gains on sale of real estate, net of tax, and amortization of data center leased-based intangibles ("FFO (Nareit)"). We calculate our FFO measures, including FFO (Nareit), adjusting for our share of reconciling items from our unconsolidated joint ventures. FFO (Nareit) does not give effect to real estate depreciation because these amounts are computed, under GAAP, to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO (Nareit) provides investors with a clearer view of our operating performance. Our most directly comparable GAAP measure to FFO (Nareit) is net income (loss).
We modify FFO (Nareit), as is common among REITs seeking to provide financial measures that most meaningfully reflect their particular business ("FFO (Normalized)"). Our definition of FFO (Normalized) excludes certain items included in FFO (Nareit) that we believe are not indicative of our core operating results, specifically:
EXCLUDED
•Acquisition and Integration Costs
•Restructuring and other transformation
•Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)
•Other expense (income), net
•Stock-based compensation expense
•Non-cash amortization related to derivative instruments
•Real estate financing lease depreciation
•Tax impact of reconciling items and discrete tax items
•Intangible impairments
•(Income) loss from discontinued operations, net of tax
RECONCILIATION OF NET INCOME (LOSS) TO FFO (NAREIT) AND FFO (NORMALIZED) (IN THOUSANDS):
THREE MONTHS ENDED SEPTEMBER 30,
NINE MONTHS ENDED SEPTEMBER 30,
2024
2023
2024
2023
Net (Loss) Income
$
(33,665)
$
91,391
$
77,981
$
158,069
Add/(Deduct):
Real estate depreciation
93,864
80,430
275,208
238,117
Loss (gain) on sale of real estate, net of tax
531
750
(84)
(16,849)
Data center lease-based intangible assets amortization
5,604
7,482
16,751
18,518
Our share of FFO (Nareit) reconciling items from our unconsolidated joint ventures
1,422
679
2,975
1,373
FFO (Nareit)
67,756
180,732
372,831
399,228
Add/(Deduct):
Acquisition and Integration Costs
11,262
9,909
28,573
13,015
Restructuring and other transformation
37,282
38,861
124,562
121,362
Loss (gain) on disposal/write-down of property, plant and equipment, net (excluding real estate)
4,554
(5,116)
8,583
(1,983)
Other expense (income), net, excluding our share of losses (gains) from our unconsolidated joint ventures(1)
85,532
(17,626)
76,954
58,559
Stock-based compensation expense
29,563
18,313
73,491
53,195
Non-cash amortization related to derivative instruments
4,176
5,270
12,529
16,921
Real estate financing lease depreciation
3,692
3,001
9,914
8,997
Tax impact of reconciling items and discrete tax items(2)
(10,465)
(10,220)
(24,992)
(26,825)
Our share of FFO (Normalized) reconciling items from our unconsolidated joint ventures
(83)
(44)
(92)
(319)
FFO (Normalized)
$
233,269
$
223,080
$
682,353
$
642,150
(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 (loss) income before provision (benefit) for income taxes but have an insignificant impact on our reported provision (benefit) for income taxes and (ii) other discrete tax items. Discrete tax items resulted in a (benefit) provision for income taxes of $0.4 million and ($0.1 million) for the three and nine months ended September 30, 2024, respectively, and $(7.2) million and $(12.7) million for the three and nine months ended September 30, 2023, respectively.
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, actuarial estimates, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities and are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates include the following, which are listed in no particular order:
•Revenue Recognition
•Accounting for Acquisitions
•Impairment of Tangible and Intangible Assets
•Income Taxes
Further detail regarding our critical accounting estimates can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report, and the Consolidated Financial Statements and the Notes included therein. We have determined that no material changes concerning our critical accounting estimates have occurred since December 31, 2023.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 (IN THOUSANDS):
THREE MONTHS ENDED SEPTEMBER 30,
DOLLAR CHANGE
PERCENTAGE CHANGE
2024
2023
Revenues
$
1,557,358
$
1,388,175
$
169,183
12.2
%
Operating Expenses
1,306,194
1,150,342
155,852
13.5
%
Operating Income
251,164
237,833
13,331
5.6
%
Other Expenses, Net
284,829
146,442
138,387
94.5
%
Net (Loss) Income
(33,665)
91,391
(125,056)
(136.8)
%
Net (Loss) Income Attributable to Noncontrolling Interests
(45)
348
(393)
(112.9)
%
Net (Loss) Income Attributable to Iron Mountain Incorporated
$
(33,620)
$
91,043
$
(124,663)
(136.9)
%
Adjusted EBITDA(1)
$
568,113
$
499,962
$
68,151
13.6
%
Adjusted EBITDA Margin(1)
36.5
%
36.0
%
NINE MONTHS ENDED SEPTEMBER 30,
DOLLAR CHANGE
PERCENTAGE CHANGE
2024
2023
Revenues
$
4,568,630
$
4,060,460
$
508,170
12.5
%
Operating Expenses
3,841,549
3,369,439
472,110
14.0
%
Operating Income
727,081
691,021
36,060
5.2
%
Other Expenses, Net
649,100
532,952
116,148
21.8
%
Net Income (Loss)
77,981
158,069
(80,088)
(50.7)
%
Net Income (Loss) Attributable to Noncontrolling Interests
1,757
2,317
(560)
(24.2)
%
Net Income (Loss) Attributable to Iron Mountain Incorporated
$
76,224
$
155,752
$
(79,528)
(51.1)
%
Adjusted EBITDA(1)
$
1,631,329
$
1,436,428
$
194,901
13.6
%
Adjusted EBITDA Margin(1)
35.7
%
35.4
%
(1)See "Non-GAAP Measures—Adjusted EBITDA" in this Quarterly Report for the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, reconciliation of Net Income (Loss) to Adjusted EBITDA and a discussion of why we believe these non-GAAP measures provide relevant and useful information to our current and potential investors.
Total revenues consist of the following (in thousands):
THREE MONTHS ENDED SEPTEMBER 30,
PERCENTAGE CHANGE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT
CURRENCY(1)
ORGANIC
GROWTH(2)
IMPACT OF ACQUISITIONS
Storage Rental
$
935,701
$
858,656
$
77,045
9.0
%
9.3
%
9.3
%
—
%
Service
621,657
529,519
92,138
17.4
%
17.6
%
10.0
%
7.6
%
Total Revenues
$
1,557,358
$
1,388,175
$
169,183
12.2
%
12.5
%
9.5
%
3.0
%
NINE MONTHS ENDED SEPTEMBER 30,
PERCENTAGE CHANGE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT
CURRENCY(1)
ORGANIC
GROWTH(2)
IMPACT OF ACQUISITIONS
Storage Rental
$
2,740,289
$
2,499,501
$
240,788
9.6
%
9.9
%
9.0
%
0.9
%
Service
1,828,341
1,560,959
267,382
17.1
%
17.4
%
9.7
%
7.7
%
Total Revenues
$
4,568,630
$
4,060,460
$
508,170
12.5
%
12.8
%
9.2
%
3.6
%
(1)Constant currency growth rate, which is a non-GAAP measure, is calculated by translating the 2023 results at the 2024 average exchange rates.
(2)Our organic revenue growth rate, which is a non-GAAP measure, represents the year-over-year growth rate of our revenues excluding the impact of business acquisitions, divestitures and foreign currency exchange rate fluctuations. Our organic revenue growth rate includes the impact of acquisitions of customer relationships.
TOTAL REVENUES
For the nine months ended September 30, 2024, the increase in reported revenue was driven by reported storage rental revenue growth and reported service revenue growth.
STORAGE RENTAL REVENUE AND SERVICE REVENUE
Primary factors influencing the change in reported storage rental revenue and reported service revenue for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 include the following:
STORAGE RENTAL REVENUE
•organic storage rental revenue growth driven by increased volume in faster growing markets and our Global Data Center Business segment and revenue management.
SERVICE REVENUE
•organic service revenue growth driven by increased service activity levels in our Global RIM Business and organic service revenue growth in our ALM business as a result of increased volume and improved component pricing; and
•an increase of $103.0 million due to our recent acquisition of Regency Technologies.
Cost of sales (excluding depreciation and amortization) consists of the following expenses (in thousands):
THREE MONTHS ENDED SEPTEMBER 30,
PERCENTAGE CHANGE
% OF TOTAL REVENUES
PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
2024
2023
Labor
$
264,499
$
224,623
$
39,876
17.8
%
18.3
%
17.0
%
16.2
%
0.8
%
Facilities
279,043
259,633
19,410
7.5
%
7.5
%
17.9
%
18.7
%
(0.8)
%
Transportation
44,236
39,146
5,090
13.0
%
12.8
%
2.8
%
2.8
%
—
%
Product Cost of Sales and Other
90,612
68,799
21,813
31.7
%
32.1
%
5.8
%
5.0
%
0.8
%
Total Cost of sales
$
678,390
$
592,201
$
86,189
14.6
%
14.8
%
43.6
%
42.7
%
0.9
%
NINE MONTHS ENDED SEPTEMBER 30,
PERCENTAGE CHANGE
% OF TOTAL REVENUES
PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
2024
2023
Labor
$
779,998
$
668,552
$
111,446
16.7
%
17.0
%
17.1
%
16.5
%
0.6
%
Facilities
832,187
755,858
76,329
10.1
%
10.2
%
18.2
%
18.6
%
(0.4)
%
Transportation
134,539
120,268
14,271
11.9
%
12.2
%
2.9
%
3.0
%
(0.1)
%
Product Cost of Sales and Other
260,892
211,793
49,099
23.2
%
23.6
%
5.7
%
5.2
%
0.5
%
Total Cost of sales
$
2,007,616
$
1,756,471
$
251,145
14.3
%
14.5
%
43.9
%
43.3
%
0.6
%
Primary factors influencing the change in reported Cost of sales for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 include the following:
•an increase in labor costs driven by an increase in service activity, primarily within our Global RIM Business, and the impact of recent acquisitions;
•an increase in facilities expenses driven by increases in rent expense, utilities, real estate taxes and building maintenance costs;
•an increase in transportation expenses in our ALM business primarily driven by our recent acquisition of Regency Technologies; and
•an increase in product cost of sales in our ALM business as a result of higher product volumes and our recent acquisition of Regency Technologies.
Selling, general and administrative expenses consists of the following expenses (in thousands):
THREE MONTHS ENDED SEPTEMBER 30,
PERCENTAGE CHANGE
% OF TOTAL REVENUES
PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
2024
2023
General, Administrative and Other
$
252,463
$
225,058
$
27,405
12.2
%
12.7
%
16.2
%
16.2
%
—
%
Sales, Marketing and Account Management
89,466
89,972
(506)
(0.6)
%
(0.4)
%
5.7
%
6.5
%
(0.8)
%
Total Selling, general and administrative expenses
$
341,929
$
315,030
$
26,899
8.5
%
8.9
%
22.0
%
22.7
%
(0.7)
%
NINE MONTHS ENDED SEPTEMBER 30,
PERCENTAGE CHANGE
% OF TOTAL REVENUES
PERCENTAGE CHANGE (FAVORABLE)/ UNFAVORABLE
2024
2023
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
2024
2023
General, Administrative and Other
$
738,075
$
650,046
$
88,029
13.5
%
14.0
%
16.2
%
16.0
%
0.2
%
Sales, Marketing and Account Management
268,157
271,309
(3,152)
(1.2)
%
(1.0)
%
5.9
%
6.7
%
(0.8)
%
Total Selling, general and administrative expenses
$
1,006,232
$
921,355
$
84,877
9.2
%
9.6
%
22.0
%
22.7
%
(0.7)
%
Primary factors influencing the change in reported Selling, general and administrative expenses for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 include the following:
•an increase in general, administrative and other expenses, primarily driven by higher bonus compensation accruals, recent acquisitions, professional fees and IT costs; and
•a decrease in sales, marketing and account management expenses, driven by lower compensation expense, primarily related to a reduction in headcount.
DEPRECIATION AND AMORTIZATION
Depreciation expense increased by $79.6 million, or 20.5%, for the nine months ended September 30, 2024 compared to the prior year period. See Note 2.i. to Notes to Consolidated Financial Statements included in our Annual Report for additional information regarding the useful lives over which our property, plant and equipment is depreciated.
Amortization expense increased by $10.5 million, or 5.6%, for the nine months ended September 30, 2024 compared to the prior year period.
ACQUISITION AND INTEGRATION COSTS
Acquisition and Integration Costs for the nine months ended September 30, 2024 and 2023 were approximately $28.6 million and $13.0 million, respectively.
RESTRUCTURING AND OTHER TRANSFORMATION
Restructuring and other transformation costs for the nine months ended September 30, 2024 and 2023 were $124.6 million and $121.4 million, respectively, and related to operating expenses associated with the implementation of Project Matterhorn.
LOSS (GAIN) ON DISPOSAL/WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT, NET
Loss (gain) on disposal/write-down of property, plant and equipment, net for the nine months ended September 30, 2024 and 2023 was approximately $8.3 million and $(19.0) million, respectively.
Interest expense, net increased by $93.0 million to $527.1 million in the nine months ended September 30, 2024 from $434.1 million in the prior year period. The increase is primarily due to higher average debt outstanding during the nine months ended September 30, 2024 compared to the prior year period as well as an increase in our weighted average interest rate. Our weighted average interest rate, inclusive of the fees associated with our outstanding letters of credit, was 5.7% and 5.5% at September 30, 2024 and 2023, respectively. See Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our indebtedness.
OTHER EXPENSE (INCOME), NET
Other expense (income), net for the three and nine months ended September 30, 2024 and 2023 consists of the following (in thousands):
(1)The losses for the three and nine months ended September 30, 2024 primarily consist of the impact of changes in the exchange rate of the British pound sterling and the Euro against the United States dollar on our intercompany balances with and between certain of our subsidiaries.
(2)Other, net for the three and nine months ended September 30, 2024 primarily consists of approximately $29.2 million in charges associated with the agreement to purchase the remaining interest in the Web Werks JV (as defined and discussed below) as well as losses on our equity method investments and the change in value of our deferred purchase obligations.
PROVISION FOR INCOME TAXES
We provide for income taxes during interim periods based on our estimate of the effective tax rate for the year. Our effective tax rates for the three and nine months ended September 30, 2024 and 2023 are as follows:
THREE MONTHS ENDED SEPTEMBER 30,
NINE MONTHS ENDED SEPTEMBER 30,
2024
2023
2024
2023
Effective Tax Rate
58.3
%
9.8
%
35.2
%
16.4
%
The primary reconciling items between the federal statutory tax rate of 21.0% and our overall effective tax rate for the three and nine months ended September 30, 2024 were the lack of tax benefits recognized for the year to date ordinary losses of certain entities, the benefits derived from the dividends paid deduction and the differences in the tax rates to which our foreign earnings are subject. In addition, we recorded gains and losses in Other expense (income), net during the period, for which there was no tax impact.
The following table reflects the effect of the foregoing factors on our net income (loss) and Adjusted EBITDA (in thousands):
THREE MONTHS ENDED SEPTEMBER 30,
DOLLAR CHANGE
PERCENTAGE CHANGE
2024
2023
Net (Loss) Income
$
(33,665)
$
91,391
$
(125,056)
(136.8)
%
Net (Loss) Income as a percentage of Revenue
(2.2)
%
6.6
%
Adjusted EBITDA
$
568,113
$
499,962
$
68,151
13.6
%
Adjusted EBITDA Margin
36.5
%
36.0
%
NINE MONTHS ENDED SEPTEMBER 30,
DOLLAR CHANGE
PERCENTAGE CHANGE
2024
2023
Net Income (Loss)
$
77,981
$
158,069
$
(80,088)
(50.7)
%
Net Income (Loss) as a percentage of Revenue
1.7
%
3.9
%
Adjusted EBITDA
$
1,631,329
$
1,436,428
$
194,901
13.6
%
Adjusted EBITDA Margin
35.7
%
35.4
%
Adjusted EBITDA Margin for the nine months ended September 30, 2024 increased 30 basis points from the same prior year period driven by favorable overhead management, offset by a decline in gross profit margin due to revenue mix.
See Note 9 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a description of our reportable segments.
GLOBAL RIM BUSINESS (IN THOUSANDS)
THREE MONTHS ENDED SEPTEMBER 30,
PERCENTAGE CHANGE
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
ORGANIC GROWTH
IMPACT OF ACQUISITIONS
2024
2023
Storage Rental
$
767,780
$
719,560
$
48,220
6.7
%
7.2
%
7.2
%
—
%
Service
492,578
463,092
29,486
6.4
%
6.6
%
6.6
%
—
%
Segment Revenue
$
1,260,358
$
1,182,652
$
77,706
6.6
%
7.0
%
7.0
%
—
%
Segment Adjusted EBITDA
$
568,994
$
516,548
$
52,446
Segment Adjusted EBITDA Margin
45.1
%
43.7
%
NINE MONTHS ENDED SEPTEMBER 30,
PERCENTAGE CHANGE
DOLLAR CHANGE
ACTUAL
CONSTANT CURRENCY
ORGANIC GROWTH
IMPACT OF ACQUISITIONS
2024
2023
Storage Rental
$
2,253,122
$
2,111,240
$
141,882
6.7
%
7.1
%
6.6
%
0.5
%
Service
1,467,970
1,357,805
110,165
8.1
%
8.4
%
7.9
%
0.5
%
Segment Revenue
$
3,721,092
$
3,469,045
$
252,047
7.3
%
7.6
%
7.2
%
0.4
%
Segment Adjusted EBITDA
$
1,644,004
$
1,493,394
$
150,610
Segment Adjusted EBITDA Margin
44.2
%
43.0
%
NINE 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 nine months ended September 30, 2024 compared to the prior year period include the following:
•organic storage rental revenue growth driven by revenue management;
•organic service revenue growth primarily driven by increases in our traditional service activity levels and growth in our Global Digital Solutions business; and
•a 120 basis point increase in Adjusted EBITDA Margin primarily driven by ongoing cost containment measures and revenue management.
NINE MONTHS ENDED YEAR OVER YEAR SEGMENT ANALYSIS: GLOBAL DATA CENTER BUSINESS (IN MILLIONS)
Storage Rental Revenue
Service Revenue
Segment Revenue
Segment Adjusted EBITDA
Primary factors influencing the change in revenue and Adjusted EBITDA Margin in our Global Data Center Business segment for the nine months ended September 30, 2024 compared to the prior year period include the following:
•organic storage rental revenue growth from leases that commenced during the first nine months of 2024 and in prior periods, improved pricing and increased usage of pass-through power, partially offset by churn of approximately 260 basis points;
•an increase in Adjusted EBITDA primarily driven by organic storage rental revenue growth; and
•a 90 basis point decrease in Adjusted EBITDA Margin reflecting increased usage of pass-through power and higher overhead costs.
Primary factors influencing the change in revenue and Adjusted EBITDA in Corporate and Other (as defined in Note 9 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report) for the nine months ended September 30, 2024 compared to the prior year period include the following:
•an increase in service revenue of $103.0 million due to our recent acquisition of Regency Technologies;
•organic service revenue growth in our ALM business reflecting increased volume and improved component pricing; and
•Adjusted EBITDA is relatively consistent with the prior year period driven by service revenue improvement in our ALM business, including the Regency Technologies acquisition, offset by higher compensation expense, professional fees and IT costs.
We expect to meet our short-term and long-term cash flow requirements through cash generated from operations, cash on hand, borrowings under the Credit Agreement (as defined below), as well as other potential financings (such as the issuance of debt). Our cash flow requirements, both in the near and long term, include, but are not limited to, capital expenditures, the repayment of outstanding debt, shareholder dividends, potential business acquisitions and normal business operation needs.
PROJECT MATTERHORN
As disclosed above, in September 2022, we announced Project Matterhorn. We estimate that the implementation of Project Matterhorn will result in costs of approximately $150.0 million per year from 2023 through 2025. Total costs related to Project Matterhorn for the nine months ended September 30, 2024 and from the inception of Project Matterhorn through September 30, 2024, were approximately $124.6 million and $341.7 million, respectively, which are comprised of (1) restructuring costs, which include (i) site consolidation and other related exit costs, (ii) employee severance costs and (iii) certain professional fees associated with these activities and (2) other transformation costs, which include professional fees such as project management costs and costs for third party consultants who are assisting in the enablement of our growth initiatives.
CASH FLOWS
The following is a summary of our cash balances and cash flows (in thousands) as of and for the nine months ended September 30,
2024
2023
Cash Flows from Operating Activities
$
765,128
$
666,374
Cash Flows from Investing Activities
(1,441,829)
(1,035,083)
Cash Flows from Financing Activities
639,201
403,872
Cash and Cash Equivalents, End of Period
168,515
170,502
A. CASH FLOWS FROM OPERATING ACTIVITIES
For the nine months ended September 30, 2024, net cash flows provided by operating activities increased by $98.8 million compared to the prior year period, primarily due to an increase in net income (excluding non-cash charges) of $72.6 million and an increase in cash from working capital of $26.2 million, primarily driven by the timing of accounts payable.
B. CASH FLOWS FROM INVESTING ACTIVITIES
Our significant investing activity during the nine months ended September 30, 2024 included:
•Cash paid for capital expenditures of $1,174.0 million. Additional details of our capital spending are included in the "Capital Expenditures" section below.
•Cash paid for acquisitions, net of cash acquired, of $174.4 million, primarily funded by borrowings under the Revolving Credit Facility (as defined below).
C. CASH FLOWS FROM FINANCING ACTIVITIES
Our significant financing activities during the nine months ended September 30, 2024 included:
•Net proceeds of approximately $1,273.3 million primarily associated with borrowings under the Revolving Credit Facility.
•Payment of dividends in the amount of $579.5 million on our common stock.
•Equity contributions from noncontrolling interests of $178.6 million.
•Payment of deferred purchase obligation of $158.7 million.
The following table presents our capital spend for the nine months ended September 30, 2024 and 2023, organized by the type of the spending as described in our Annual Report (in thousands):
NINE MONTHS ENDED SEPTEMBER 30,
NATURE OF CAPITAL SPEND
2024
2023
Growth Investment Capital Expenditures:
Data Center
$
880,239
$
653,968
Real Estate
130,829
136,174
Innovation and Other
61,352
57,332
Total Growth Investment Capital Expenditures
1,072,420
847,474
Recurring Capital Expenditures:
Data Center
$
13,242
$
11,949
Real Estate
39,750
34,579
Non-Real Estate
54,058
48,962
Total Recurring Capital Expenditures
107,050
95,490
Total Capital Spend (on accrual basis)
$
1,179,470
$
942,964
Net (decrease) increase in prepaid capital expenditures
1,423
23,337
Net decrease (increase) in accrued capital expenditures
(6,925)
(4,007)
Total Capital Spend (on cash basis)
$
1,173,968
$
962,294
Excluding capital expenditures associated with potential future acquisitions, we expect total capital expenditures of approximately $1,750.0 million for the year ending December 31, 2024. Of this, we expect capital expenditures for growth investment of approximately $1,600.0 million and recurring capital expenditures of approximately $150.0 million.
DIVIDENDS
See Note 8 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for a listing of dividends that we declared during the first nine months of 2024 and fiscal year 2023.
On November 6, 2024, we declared a dividend to our stockholders of record as of December 16, 2024 of $0.715 per share, payable on January 7, 2025.
NONCONTROLLING INTERESTS
Our data center operations include two joint ventures which are consolidated within our Global Data Center Business segment as we have concluded we have control over the joint ventures.
During the quarter ended September 30, 2024, a put option available to our partner in our Iron Mountain Data Centers Virginia 4/5 JV, LP joint venture expired, triggering a change in the presentation of the related noncontrolling interest. The noncontrolling interest of approximately $53.4 million was previously presented as Redeemable noncontrolling interests in our Consolidated Balance Sheets and is now presented as Noncontrolling interests within stockholders’ equity in our Condensed Consolidated Balance Sheet at September 30, 2024.
During the quarter ended September 30, 2024, we entered into an agreement with a partner to form our Iron Mountain Data Centers Virginia 6/7 JV, LLC joint venture, which resulted in Noncontrolling interests of approximately $103.1 million in our Condensed Consolidated Balance Sheet at September 30, 2024.
Financial instruments that potentially subject us to credit risk consist principally of cash and cash equivalents (including money market funds and time deposits) and accounts receivable. The only significant concentrations of liquid investments as of September 30, 2024 are related to cash and cash equivalents held in money market funds. See Note 2.e. to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for information on our money market funds.
Long-term debt as of September 30, 2024 is as follows (in thousands):
SEPTEMBER 30, 2024
DEBT (INCLUSIVE OF DISCOUNT)
UNAMORTIZED DEFERRED FINANCING COSTS
CARRYING AMOUNT
Revolving Credit Facility(1)
$
1,005,000
$
(3,763)
$
1,001,237
Term Loan A(1)
218,750
—
218,750
Term Loan B due 2031(1)
1,849,096
(15,462)
1,833,634
Virginia 3 Term Loans(2)
246,188
(3,336)
242,852
Virginia 4/5 Term Loans(2)
70,280
(3,483)
66,797
Virginia 6 Term Loans
95,062
(5,106)
89,956
Australian Dollar Term Loan(2)
197,427
(336)
197,091
UK Bilateral Revolving Credit Facility(2)
187,431
(1,168)
186,263
GBP Notes(2)
535,518
(1,095)
534,423
47/8% Notes due 2027(2)
1,000,000
(4,266)
995,734
51/4% Notes due 2028(2)
825,000
(4,133)
820,867
5% Notes due 2028(2)
500,000
(2,773)
497,227
7% Notes due 2029(2)
1,000,000
(9,218)
990,782
47/8% Notes due 2029(2)
1,000,000
(7,233)
992,767
51/4% Notes due 2030(2)
1,300,000
(8,775)
1,291,225
41/2% Notes(2)
1,100,000
(7,985)
1,092,015
5% Notes due 2032(2)
750,000
(10,227)
739,773
55/8% Notes(2)
600,000
(4,549)
595,451
Real Estate Mortgages, Financing Lease Liabilities and Other
611,321
(1,922)
609,399
Accounts Receivable Securitization Program
386,500
(734)
385,766
Total Long-term Debt
13,477,573
(95,564)
13,382,009
Less Current Portion
(136,547)
—
(136,547)
Long-term Debt, Net of Current Portion
$
13,341,026
$
(95,564)
$
13,245,462
(1)Collectively, the “Credit Agreement”. Collectively, the “Credit Agreement”. The Credit Agreement consists of a revolving credit facility (the “Revolving Credit Facility”), a term loan A facility (the “Term Loan A”) and a term loan B facility (the "Term Loan B due 2031"). The Credit Agreement also included a second term loan B facility (the "Term Loan B due 2026") until its extinguishment in August 2024. Due to the discontinuance of the Canadian Dollar Offered Rate reference rate on June 28, 2024, the Credit Agreement was amended on June 7, 2024 to update the interest rate benchmark available for Canadian currency borrowings under our Revolving Credit Facility to the Canadian Overnight Repo Rate Average, effective July 1, 2024. Other than the amendments discussed below, all other material terms of the Revolving Credit Facility remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
(2)Each as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
See Note 7 to Notes to Consolidated Financial Statements included in our Annual Report and Note 6 to Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information regarding our long-term debt.
On July 2, 2024, we amended the Credit Agreement, which resulted in (i) an increase in the principal amount of the Term Loan B due 2031 from approximately $1,194.0 million to approximately $1,806.7 million, (ii) a decrease in the interest rate of the Term Loan B due 2031 from the one-month Secured Overnight Financing Rate ("SOFR") plus 2.25% to SOFR plus 2.00% and (iii) a decrease in the principal amount of our Term Loan B due 2026 from approximately $656.3 million to approximately $53.4 million. We paid original issue discount fees of approximately $4.3 million in connection with this amendment. On August 19, 2024, we repaid the remaining approximately $53.4 million principal balance of the Term Loan B due 2026 and amended the Credit Agreement to increase the principal amount of the Term Loan B due 2031 from approximately $1,806.7 million to approximately $1,860.0 million.
As a result of these amendments, we recorded a charge to Other expense (income), net related to the extinguishment of this debt.
Quarterly principal payments of approximately $4.7 million on the Term Loan B due 2031 commenced in September 2024. All other material terms remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
VIRGINIA CREDIT AGREEMENTS
As our Global Data Center business continues to expand, we have entered into credit agreements in order to partially finance the construction of various data centers. During the second quarter of 2024, we entered into two new agreements. These agreements primarily consist of the following term loan facilities (in thousands):
AGREEMENT
MAXIMUM BORROWING AMOUNT
OUTSTANDING BORROWINGS AS OF SEPTEMBER 30, 2024
DIRECT OBLIGOR
CONTRACTUAL INTEREST RATE
UNUSED COMMITMENT FEE
MATURITY DATE(1)
Virginia 6 Term Loans(2)
$
210,000
$
95,062
Iron Mountain Data Centers Virginia 6, LLC
SOFR plus 2.75%
0.75%
May 3, 2027
Virginia 7 Term Loans(3)
300,000
—
Iron Mountain Data Centers Virginia 7, LLC
SOFR plus 2.50%
0.75%
April 12, 2027
(1)All obligations will become due on the specified maturity dates. Each agreement includes two one-year options that allow us to extend the initial maturity date, subject to the conditions specified in the agreements.
(2)On May 3, 2024, Iron Mountain Data Centers Virginia 6, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 6 Credit Agreement"). The Virginia 6 Credit Agreement consists of a term loan facility (the "Virginia 6 Term Loans") and a letter of credit facility. The Virginia 6 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 6, LLC. As of September 30, 2024, the interest rate in effect under the Virginia 6 Credit Agreement was 4.9%.
(3)On April 12, 2024, Iron Mountain Data Centers Virginia 7, LLC, a wholly-owned subsidiary of Iron Mountain Data Centers Virginia 6/7 JV, LLC, entered into a credit agreement (the "Virginia 7 Credit Agreement"). The Virginia 7 Credit Agreement consists of a term loan facility and a letter of credit facility. The Virginia 7 Credit Agreement is secured by the equity interests and assets of Iron Mountain Data Centers Virginia 7, LLC.
UK BILATERAL REVOLVING CREDIT FACILITY
Iron Mountain (UK) PLC and Iron Mountain (UK) Data Centre Limited (collectively, the "UK Borrowers") have a British pounds sterling Revolving Credit Facility (the "UK Bilateral Revolving Credit Facility") with Barclays Bank PLC. The maximum amount permitted to be borrowed under the UK Bilateral Revolving Credit Facility is 140,000 British pounds sterling, which was fully drawn as of September 30, 2024. We have the option to request additional commitments of up to 125,000 British pounds sterling, subject to conditions specified in the UK Bilateral Revolving Credit Facility.
On September 10, 2024, the UK Borrowers amended the UK Bilateral Revolving Credit Facility to extend the maturity date from September 24, 2025 to September 24, 2026. All other material terms of the UK Bilateral Revolving Credit Facility remain consistent with what was disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM
On June 14, 2024, we amended the Accounts Receivable Securitization Program (as defined in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report) to (i) increase the maximum borrowing capacity from $360.0 million to $400.0 million, with an option to increase the borrowing capacity to $450.0 million, and (ii) extend the maturity date from July 1, 2025 to July 1, 2027, at which point all obligations become due. All other material terms of the Accounts Receivable Securitization Program remain the same as disclosed in Note 7 to Notes to Consolidated Financial Statements included in our Annual Report.
LETTERS OF CREDIT
As of September 30, 2024, we have outstanding letters of credit totaling $79.5 million, of which $8.0 million reduce our borrowing capacity under the Revolving Credit Facility. The letters of credit expire at various dates between October 2024 and July 2025.
The Credit Agreement, our bond indentures and other agreements governing our indebtedness contain certain restrictive financial and operating covenants, including covenants that restrict our ability to complete acquisitions, pay cash dividends, incur indebtedness, make investments, sell assets and take other specified corporate actions. The covenants do not contain a rating trigger. Therefore, a change in our debt rating would not trigger a default under the Credit Agreement, our bond indentures or other agreements governing our indebtedness. The Credit Agreement requires that we satisfy a net total lease adjusted leverage ratio and a fixed charge coverage ratio on a quarterly basis, and our bond indentures require that, among other things, we satisfy a leverage ratio (not lease adjusted) or a fixed charge coverage ratio (not lease adjusted) as a condition to taking actions such as paying dividends and incurring indebtedness.
The Credit Agreement uses earnings before interest, taxes, depreciation and amortization and rent expense ("EBITDAR") based calculations and the bond indentures use earnings before interest, taxes, depreciation and amortization ("EBITDA") based calculations as the primary measures of financial performance for purposes of calculating leverage and fixed charge coverage ratios. The EBITDAR- and EBITDA-based leverage calculations include our consolidated subsidiaries, other than those we have designated as "Unrestricted Subsidiaries" as defined in the Credit Agreement and bond indentures. Generally, the Credit Agreement and the bond indentures use a trailing four fiscal quarter basis for purposes of the relevant calculations and require certain adjustments and exclusions for purposes of those calculations, which make the calculation of financial performance for purposes of those calculations under the Credit Agreement and bond indentures not directly comparable to Adjusted EBITDA as presented herein. These adjustments can be significant. For example, the calculation of financial performance under the Credit Agreement and certain of our bond indentures includes (subject to specified exceptions and caps) adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions, (ii) certain executed lease agreements associated with our data center business that have yet to commence, and (iii) restructuring and other strategic initiatives. The calculation of financial performance under our other bond indentures includes, for example, adjustments for non-cash charges and for expected benefits associated with (i) completed acquisitions and (ii) events that are extraordinary, unusual or non-recurring.
Our leverage and fixed charge coverage ratios under the Credit Agreement as of September 30, 2024 are as follows:
SEPTEMBER 30, 2024
MAXIMUM/MINIMUM ALLOWABLE
Net total lease adjusted leverage ratio
5.0
Maximum allowable of 7.0
Fixed charge coverage ratio
2.4
Minimum allowable of 1.5
We are in compliance with our leverage and fixed charge coverage ratios under the Credit Agreement, our bond indentures and other agreements governing our indebtedness as of September 30, 2024. Noncompliance with these leverage and fixed charge coverage ratios would have a material adverse effect on our financial condition and liquidity.
Our ability to pay interest on or to refinance our indebtedness depends on our future performance, working capital levels and capital structure, which are subject to general economic, financial, competitive, legislative, regulatory and other factors which may be beyond our control. There can be no assurance that we will generate sufficient cash flow from our operations or that future financings will be available on acceptable terms or in amounts sufficient to enable us to service or refinance our indebtedness or to make necessary capital expenditures.
DERIVATIVE INSTRUMENTS
INTEREST RATE SWAP AGREEMENTS
We utilize interest rate swap agreements designated as cash flow hedges to limit our exposure to changes in interest rates on a portion of our floating rate indebtedness. Certain of our interest rate swap agreements have notional amounts that will increase with the underlying hedged transaction. Under our interest rate swap agreements, we receive variable rate interest payments associated with the notional amount of each interest rate swap, based upon SOFR, in exchange for the payment of fixed interest rates as specified in the interest rate swap agreements. Our interest rate swap agreements are marked to market at the end of each reporting period, representing the fair values of the interest rate swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets, while unrealized losses are recognized as liabilities.
As of September 30, 2024 and December 31, 2023, we have approximately $1,354.0 million and $520.0 million, respectively, in notional value outstanding on our interest rate swap agreements. As of September 30, 2024, our interest rate swap agreements have maturity dates ranging from October 2025 through May 2027.
We utilize cross-currency swaps to hedge the variability of exchange rate impacts between the United States dollar and the Euro. As of both September 30, 2024 and December 31, 2023, we have approximately $509.2 million in notional value outstanding on cross-currency interest rate swaps. As of September 30, 2024, our cross-currency interest rate swaps have maturity dates ranging from August 2025 through February 2026.
We have designated these cross-currency swap agreements as hedges of net investments in certain of our Euro denominated subsidiaries and they require an exchange of the notional amounts at maturity. These cross-currency swap agreements are marked to market at the end of each reporting period, representing the fair values of the cross-currency swap agreements, and any changes in fair value are recognized as a component of Accumulated other comprehensive items, net. Unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The excluded component of our cross-currency swap agreements is recorded in Accumulated other comprehensive items, net and amortized to interest expense on a straight-line basis.
ACQUISITIONS
WISETEK
On September 20, 2024, in order to further expand our ALM business, we acquired 100% of Wisetek Solutions Limited ("Wisetek"), an IT asset disposition services provider offering services across the globe with operations facilities in the United States, Ireland, the United Kingdom and Thailand, for (i) cash consideration of approximately 46.6 million Euros (or approximately $51.9 million, based upon the exchange rate between the Euro and the United States dollar on the closing date of this acquisition), subject to adjustments, and (ii) up to 4.2 million Euros (or approximately $4.7 million, based upon the exchange rate between the Euro and the United States dollar as of September 30, 2024) of additional consideration, payable based on the achievement of certain gross profit targets through September 2026.
REGENCY TECHNOLOGIES
On January 3, 2024, in order to expand our ALM business, we acquired 100% of RSR Partners, LLC (doing business as Regency Technologies), an IT asset disposition services provider with operations throughout the United States, for an initial purchase price of approximately $200.0 million, subject to certain working capital adjustments at, and subsequent to, the closing, with $125.0 million paid at closing, funded by borrowings under the Revolving Credit Facility, and the remaining $75.0 million (the “January 2025 Payment”) to be paid in January 2025 (the "Regency Transaction"). The present value of the January 2025 Payment is included as a component of Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024. The agreement for the Regency Transaction also includes a performance-based contingent consideration with a potential earnout range from zero to $200.0 million based upon achievement of certain three-year cumulative revenue targets, which would be payable in 2027, if earned (the “Regency Deferred Purchase Obligation”). The preliminary fair value estimate of the Regency Deferred Purchase Obligation as of the acquisition date was approximately $78.4 million. The fair value of the Regency Deferred Purchase Obligation is included as a component of Other long-term liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024. Subsequent increases or decreases in the fair value estimate of the Regency Deferred Purchase Obligation, as well as the accretion of the discount to present value, is included as a component of Other expense (income), net in our Condensed Consolidated Statements of Operations until the deferred purchase obligation is settled or paid. Subsequent to the acquisition, the results of Regency Technologies are included as a component of Corporate and Other.
PRIOR YEAR ACQUISITION UPDATE
On July 1, 2024, we entered into an agreement with the minority shareholders of Web Werks India Private Limited to acquire the remaining approximately 36.61% interest in the Web Werks JV (as defined in Note 5 to Notes to Consolidated Financial Statements included in our Annual Report) in two separate transactions. As a result of the agreement, during the three months ended September 30, 2024, we recognized a charge of approximately $29.2 million, which is included as a component of Other expense (income), net in our Condensed Consolidated Statements of Operations. On July 5, 2024, we completed the acquisition of an approximately 8.55% interest in the Web Werks JV (“Tranche I”) for approximately 3,000.0 million Indian rupees (or approximately $35.0 million based upon the exchange rate between the United States dollar and the Indian rupee on the closing date of Tranche I). Subsequent to the Tranche I payment, our ownership interest in the Web Werks JV is approximately 71.94%. In March 2025, we will be required to make an additional payment of approximately 9,600.0 million Indian rupees (or approximately $114.6 million, based upon the exchange rate between the United States dollar and the Indian rupee as of September 30, 2024) to acquire the remaining approximately 28.06% interest in the Web Werks JV ("Tranche II"). As part of the Tranche II payment in March 2025, we may also make an incremental payment of approximately 1,000.0 million Indian rupees (or approximately $11.9 million, based upon the exchange rate between the United States dollar and the Indian rupee as of September 30, 2024) (the "Incremental Payment") if certain infrastructure goals are achieved before December 31, 2024. The liability associated with Tranche II and our current estimate of the Incremental Payment is included within Accrued expenses and other current liabilities in our Condensed Consolidated Balance Sheet at September 30, 2024.
Our joint venture with AGC Equity Partners (the "Frankfurt JV") is accounted for as an equity method investment and is presented as a component of Other within Other assets, net in our Condensed Consolidated Balance Sheets. The carrying value and equity interest in the Frankfurt JV at September 30, 2024 and December 31, 2023 is as follows (in thousands):
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act.
As of September 30, 2024 (the "Evaluation Date"), we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not sell any unregistered equity securities during the three months ended September 30, 2024, nor did we repurchase any shares of our common stock during the three months ended September 30, 2024.
ITEM 5. OTHER INFORMATION
On August 22, 2024, Mr. Edward Greene, our Executive Vice President and Chief Human Resources Officer, adopted a 10b5-1 trading plan to sell shares between March 3, 2025 and August 29, 2025, including the sale of (i) 100% of the net shares to be acquired upon vesting of 3,915 gross restricted stock units and (ii) 100% of the net shares to be acquired upon vesting of 18,119 gross performance units (“PUs”), as adjusted based on actual results (collectively, the “August Trading Plan”). On September 20, 2024, Mr. Greene terminated the August Trading Plan and adopted a new 10b5-1 trading plan, mirroring the transactions outlined in the August Trading Plan and including a stock gifting transaction. Net shares are net of tax withholding. Mr. Greene’s plan will terminate on the earlier of (i) August 29, 2025 and (ii) the date that all trades under the plan are completed.
On September 18, 2024, Mr. Barry Hytinen, our Executive Vice President and Chief Financial Officer, adopted a 10b5-1 trading plan to sell up to 16% of the net shares to be acquired upon vesting of 45,298 gross PUs, adjusted based on actual results. The transactions are scheduled to occur between March 3, 2025 and June 18, 2025. Net shares are net of tax withholding. Mr. Hytinen’s plan will terminate on the earlier of (i) June 18, 2025 and (ii) the date that all trades under the plan are completed.
Each of these arrangements was entered into during an open trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934.
Certain exhibits indicated below are incorporated by reference to documents we have filed with the SEC. Each exhibit marked by a pound sign (#) is a management contract or compensatory plan.
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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.