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Acquisitions | 9 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | On January 25, 2022, in order to expand our ALM operations, we acquired an approximately 80% interest in Intercept Parent, Inc. ("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"). At closing, we paid $748,846 and acquired $30,720 of cash on hand, for a net purchase price of $718,126 for the ITRenew Transaction. The acquisition agreement provides us the option to purchase, and provides the shareholders of ITRenew the option to sell, the remaining approximately 20% interest in ITRenew as follows: (i) approximately 16% on or after the second anniversary of the ITRenew Transaction and (ii) approximately 4% on or after the third anniversary of the ITRenew Transaction (collectively, the "Remaining Interests"). The total payments for the Remaining Interests, based on the achievement of certain targeted performance metrics, will be no less than $200,000 and no more than $531,000 (the "Deferred Purchase Obligation"). The maximum amount of the Deferred Purchase Obligation would require achievement of the targeted performance metrics at approximately two times the level that is assumed in our fair value estimate of the Deferred Purchase Obligation of $275,100. From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. The Deferred Purchase Obligation is reflected as a long-term liability in our Condensed Consolidated Balance Sheet at September 30, 2022, and, accordingly, we have not reflected any non-controlling interests associated with the ITRenew Transaction as the Remaining Interests have non-substantive equity interest rights. Subsequent increases or decreases in the fair value estimate of the Deferred Purchase Obligation will be included as a component of Other (income) expense, net in our Consolidated Statements of Operations until the Deferred Purchase Obligation is settled or paid. ITRenew is presented in Corporate and Other Business (as disclosed in Note 9) and primarily operates in the United States. PRO FORMA FINANCIAL INFORMATION 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. Through September 30, 2022, we and ITRenew collectively incurred $59,370 of operating expenditures to complete the ITRenew Transaction (including advisory and professional fees required to complete the ITRenew Transaction). 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 SEPTEMBER 30, |  | NINE MONTHS ENDED SEPTEMBER 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Total Revenues | $ | 1,286,945 |  |  | $ | 1,234,386 |  |  | $ | 3,842,499 |  |  | $ | 3,675,396 |
Income from Continuing Operations | $ | 192,931 |  |  | $ | 70,491 |  |  | $ | 436,627 |  |  | $ | 341,096 |
In addition to our acquisition of ITRenew, we completed certain other acquisitions in 2021 and 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. OTHER 2022 ACQUISITIONS In addition to the ITRenew Transaction, during the nine months ended September 30, 2022, in order to enhance our existing operations in Morocco and expand our fine arts operations in China - Hong Kong S.A.R. and North America, we completed the acquisitions of a records management company, a fine arts company and the assets of a second fine arts company, for a total purchase price of approximately $11,000, including deferred purchase obligation, purchase price holdbacks and other deferred payments of approximately $4,600. PRELIMINARY PURCHASE PRICE ALLOCATION A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our 2022 acquisitions through September 30, 2022 is as follows:
| NINE MONTHS ENDED SEPTEMBER 30, 2022
Cash Paid (gross of cash acquired)(1) | $ | 756,003 |
Deferred Purchase Obligation, Purchase Price Holdbacks and Other(2) | 279,734 |
Total Consideration | 1,035,737 |
Fair Value of Identifiable Assets Acquired and Liabilities Assumed: |
Cash | 31,571 |
Accounts Receivable, Prepaid Expenses and Other Assets | 73,351 |
Property, Plant and Equipment | 7,893 |
Customer and Supplier Relationship Intangible Assets(3) | 491,422 |
Other Intangible Assets(3) | 47,300 |
Operating Lease Right-of-Use Assets | 32,680 |
Accounts Payable, Accrued Expenses and Other Liabilities | (60,683) |
Operating Lease Liabilities | (32,680) |
Deferred Income Taxes | (142,019) |
Total Fair Value of Identifiable Net Assets Acquired | 448,835 |
Goodwill Initially Recorded(4) | $ | 586,902 |
(1)Cash paid for acquisitions, net of cash acquired in our Condensed Consolidated Statement of Cash Flows includes contingent and other payments received of $219 for the nine months ended September 30, 2022 related to acquisitions made in the years prior to 2022. (2)Deferred purchase obligation, purchase price holdbacks and other includes $275,100 related to the fair value estimate of the Deferred Purchase Obligation for the Remaining Interests and approximately $4,600 of deferred purchase obligation, purchase price holdbacks and other associated with our other business and asset acquisitions completed in 2022. (3)The preliminary weighted average life of the intangible assets acquired in the ITRenew Transaction is approximately 11 years. Intangible assets are included as a component of Other assets, net in our Condensed Consolidated Balance Sheets. (4)Goodwill is primarily attributable to the assembled workforce, expanded market opportunities and costs and other operating synergies anticipated upon the integration of the operations of us and the acquired businesses. The preliminary purchase price allocations that are not finalized as of September 30, 2022 relate to the final assessment of the fair values of intangible assets (primarily customer and supplier relationship intangible assets) and property, plant and equipment associated with the acquisitions we closed in 2022. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, but no later than the one year measurement period, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition dates. Adjustments recorded during the nine months ended September 30, 2022 were not material to our results from operations.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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