XML 52 R13.htm IDEA: XBRL DOCUMENT
v3.22.4

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | We account for acquisitions using the acquisition method of accounting, and, accordingly, the assets and liabilities acquired are recorded at their estimated fair values and the results of operations for each acquisition have been included in our consolidated results from their respective acquisition dates. A. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2022 ITRENEW On January 25, 2022, in order to expand our ALM operations, we acquired an approximately 80% interest in ITRenew at an agreed upon purchase price of $725,000, subject to certain working capital adjustments at, and subsequent to, the closing (the "ITRenew Transaction"). 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"). 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 Consolidated Balance Sheet at December 31, 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 are included as a component of Other (income) expense, net in our Consolidated Statements of Operations until the Deferred Purchase Obligation is settled or paid. See Note 2.v. 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 December 31, 2022, we and ITRenew collectively incurred $59,370 of operating expenditures to complete the ITRenew Transaction (including advisory and professional fees). These operating expenditures have been reflected within the results of operations in the Pro Forma Financial Information as if they were incurred on January 1, 2021.
| YEAR ENDED DECEMBER 31,
| 2022 |  | 2021
Total Revenues | $ | 5,121,548 |  |  | $ | 4,939,511 |
Income from Continuing Operations | 571,381 |  |  | 391,625 |
In addition to our acquisition of ITRenew, we completed certain other acquisitions during the years ended December 2022, 2021 and 2020. The Pro Forma Financial Information does not reflect these acquisitions due to the insignificant impact of these acquisitions on our consolidated results of operations. XDATA PROPERTIES On October 5, 2022, in order to further expand our data center operations in Europe, we completed the acquisition of XData Properties S.L.U., a data center colocation space and solutions provider with a data center in Spain, which we accounted for as an asset acquisition, for (i) cash consideration of 78,900 Euros (or approximately $78,200, 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 10,000 Euros (or approximately $9,900, based upon the exchange rate between the Euro and the United States dollar on the closing date of this acquisition) of additional consideration, payable based on the achievement of certain power connection milestones through December 2024. OTHER 2022 ACQUISITIONS In addition to the transactions noted above, during the year ended December 31, 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 acquisition of a records management company, a fine arts company and the assets of a second fine arts company, for a total combined purchase price of approximately $11,600, including deferred purchase obligations, purchase price holdbacks and other deferred payments of approximately $4,600. B. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2021 On September 15, 2021, in order to further expand our records management operations in the Middle East and North Africa, we acquired Information Fort, LLC, a records and information management provider, for approximately $90,300. On September 23, 2021, in order to further enhance our data center operations in Germany, we completed the acquisition of assets of a Frankfurt data center for approximately 77,900 Euros (or approximately $91,300, based upon the exchange rate between the Euro and the United States dollar on the closing date of this acquisition). In addition to the transactions noted above, during the year ended December 31, 2021, in order to enhance our existing operations in the United Kingdom and Indonesia and to expand our operations into Morocco, we completed the acquisition of two records management companies and one art storage company for total cash consideration of approximately $45,100. C. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2020 Prior to January 9, 2020, we owned a 25% equity interest in OSG Records Management (Europe) Limited ("OSG"). On January 9, 2020, we acquired the remaining 75% equity interest in OSG for cash consideration of approximately $95,500 (the "OSG Acquisition"). The OSG Acquisition enabled us to extend our Global RIM Business in Russia, Ukraine, Kazakhstan, Belarus, and Armenia. The results of OSG are fully consolidated within our consolidated financial statements from the closing date of the OSG Acquisition. In connection with the OSG Acquisition, our previously held 25% equity investment in OSG was remeasured to fair value at the closing date of the OSG Acquisition; as a result, we recorded a gain of approximately $10,000 during the first quarter of 2020, which is included as a component of Other (income) expense, net in our Consolidated Statements of Operations. The fair value of the 25% equity investment in OSG was determined based on the purchase price of the OSG Acquisition. On February 17, 2020, in order to enhance our existing operations in the United Arab Emirates, we acquired Glenbeigh Records Management DWC-LLC, a storage and records management company, for total cash consideration of approximately $29,100. D. PURCHASE PRICE ALLOCATION A summary of the cumulative consideration paid and the allocation of the purchase price paid for all of our acquisitions (including asset acquisitions) in each respective year is as follows:
| 2022 |  | 2021 |  | 2020
| ITRENEW |  | OTHER FISCAL YEAR 2022 ACQUISITIONS |  | TOTAL |  | TOTAL |  | TOTAL
Cash Paid (gross of cash acquired)(1) | $ | 749,596 |  |  | $ | 85,170 |  |  | $ | 834,766 |  |  | $ | 224,192 |  |  | $ | 124,614 |
Fair Value of Noncontrolling Interests | — |  |  | — |  |  | — |  |  | 3,878 |  |  | — |
Deferred Purchase Obligation, Purchase Price Holdbacks and Other(2) | 275,100 |  |  | 13,637 |  |  | 288,737 |  |  | 2,534 |  |  | — |
Fair Value of Investments Applied to Acquisitions | — |  |  | — |  |  | — |  |  | — |  |  | 27,276 |
Total Consideration | 1,024,696 |  |  | 98,807 |  |  | 1,123,503 |  |  | 230,604 |  |  | 151,890 |
Fair Value of Identifiable Assets Acquired and Liabilities Assumed: |  |  |  |  |  |  |  |  |
Cash | 30,694 |  |  | 963 |  |  | 31,657 |  |  | 20,194 |  |  | 6,545 |
Accounts Receivable, Prepaid Expenses and Other Assets | 71,612 |  |  | 3,947 |  |  | 75,559 |  |  | 26,911 |  |  | 16,559 |
Property, Plant and Equipment | 7,541 |  |  | 93,722 |  |  | 101,263 |  |  | 150,095 |  |  | 52,021 |
Customer and Supplier Relationship Intangible Assets(3) | 487,600 |  |  | 3,672 |  |  | 491,272 |  |  | 35,181 |  |  | 79,065 |
Data Center Lease-Based Intangible Assets(4) | — |  |  | 1,442 |  |  | 1,442 |  |  | 9,656 |  |  | — |
Other Intangible Assets(5) | 47,300 |  |  | — |  |  | 47,300 |  |  | — |  |  | — |
Operating Lease Right-of-Use Assets | 29,545 |  |  | 3,135 |  |  | 32,680 |  |  | 40,848 |  |  | 100,040 |
Debt Assumed | — |  |  | — |  |  | — |  |  | (9,026) |  |  | (27,363) |
Accounts Payable, Accrued Expenses and Other Liabilities | (60,157) |  |  | (2,069) |  |  | (62,226) |  |  | (22,733) |  |  | (19,564) |
Operating Lease Liabilities | (29,545) |  |  | (3,135) |  |  | (32,680) |  |  | (40,848) |  |  | (100,040) |
Deferred Income Taxes | (100,922) |  |  | (10,143) |  |  | (111,065) |  |  | (7,221) |  |  | (9,631) |
Total Fair Value of Identifiable Net Assets Acquired | 483,668 |  |  | 91,534 |  |  | 575,202 |  |  | 203,057 |  |  | 97,632 |
Goodwill Initially Recorded | $ | 541,028 |  |  | $ | 7,273 |  |  | $ | 548,301 |  |  | $ | 27,547 |  |  | $ | 54,258 |
(1)Cash paid for acquisitions, net of cash acquired in our Consolidated Statement of Cash Flows includes contingent and other payments of $581, $0 and $512 for the years ended December 31, 2022, 2021 and 2020, respectively, related to acquisitions made in the years prior to 2022, 2021 and 2020, respectively. (2)In 2022, Deferred purchase obligation, purchase price holdbacks and other includes $275,100 related to the original fair value estimate of the Deferred Purchase Obligation for the Remaining Interests and approximately $13,600 of deferred purchase obligation, purchase price holdbacks and other associated with our other business and asset acquisitions completed in 2022. (3)The weighted average lives of customer and supplier relationship intangible assets associated with acquisitions in 2022, 2021 and 2020 was 12 years, 11 years and 14 years, respectively. (4)The weighted average lives of data center Iease-based intangible assets associated with acquisitions in 2022 and 2021 was four years and five years, respectively. (5)The weighted average lives of other intangible assets associated with acquisitions in 2022 was five years. Allocations of the purchase price for acquisitions are based on estimates of the fair value of the net assets acquired and are subject to adjustment upon the finalization of the purchase price allocations. The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The estimates and assumptions underlying the initial valuations are subject to the collection of information necessary to complete the valuations within the measurement periods, which are up to one year from the respective acquisition dates. As the valuation of certain assets and liabilities for purposes of purchase price allocations are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances regarding these assets and liabilities that existed at the acquisition date. Any adjustments to our estimates of purchase price allocation 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 fourth quarter of 2022 and year ended December 31, 2022 were not material to our balance sheet or results from operations.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration