Acquisitions

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

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, 2024

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, and the remaining $75,000 (the "January 2025 Payment"), 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 Consolidated Balance Sheet at December 31, 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 preliminary fair value estimate of this deferred purchase obligation as of the acquisition date was approximately $78,400. See Note 2.p. for details on the methodology used to establish the fair value. The fair value of the deferred purchase obligation is included as a component of Other long-term liabilities in our Consolidated Balance Sheet at December 31, 2024. Subsequent increases or decreases in the fair value estimate of the 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 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 (as defined in Note 11).

B. ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 2023

WEB WERKS

On July 7, 2023, we made our final contractual investment in a joint venture with the shareholders of Web Werks India Private Limited (the "Web Werks JV") of approximately 3,750,000 Indian rupees (or approximately $45,300, based upon the exchange rate between the United States dollar and Indian rupee on the closing date of this investment). As a result of this transaction, our interest in the Web Werks JV increased to 63.39%, we assumed control of its board of directors and the financial results of the Web Werks JV are consolidated within our Global Data Center Business segment. We recognized noncontrolling interests of approximately $78,600 based upon the fair value attributable to these interests at the time of this transaction, of which approximately $18,100 of the noncontrolling interests were determined to be a current liability and included as a component of Accrued expenses and other current liabilities on our Consolidated Balance Sheet at December 31, 2023.

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 in two separate transactions. As a result of the agreement, during the third quarter of 2024, we recognized a charge of approximately $29,200, which is included as a component of Other expense (income), net in our Consolidated Statement of Operations for the year ended December 31, 2024. On July 5, 2024, we completed the acquisition of an approximately 8.55% interest in the Web Werks JV ("Tranche I") for approximately 3,000,000 Indian rupees (or approximately $35,000, based upon the exchange rate between the United States dollar and 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 9,600,000 Indian rupees (or approximately $112,200, based upon the exchange rate between the United States dollar and the Indian rupee as of December 31, 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 1,000,000 Indian rupees (or approximately $11,700, based upon the exchange rate between the United States dollar and the Indian rupee as of December 31, 2024) (the "Incremental Payment") if certain infrastructure goals are achieved before December 31, 2024. We are currently assessing the achievement of these goals. 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 Consolidated Balance Sheet at December 31, 2024.

CLUTTER

In February 2022, the joint venture formed by MakeSpace Labs, Inc. and us (the "MakeSpace JV") entered into an agreement with Clutter, Inc. pursuant to which the equityholders of the MakeSpace JV contributed their ownership interests in the MakeSpace JV, and Clutter, Inc.’s shareholders contributed their ownership interests in Clutter, Inc., to create a newly formed venture (the "Clutter JV"). In exchange for our 49.99% interest in the MakeSpace JV, we received an approximately 27% interest in the Clutter JV (the "Clutter Transaction"). As a result of the Clutter Transaction, we recognized a gain related to our contributed interest in the MakeSpace JV of approximately $35,800, which was recorded to Other, net, a component of Other expense (income), net during the year ended December 31, 2022.

On June 29, 2023, in order to further expand our on-demand consumer storage business, we acquired 100% of the outstanding shares of Clutter Intermediate, Inc. and control of all assets of the Clutter JV (collectively, "Clutter") for total consideration of $60,600 (the "Clutter Acquisition"). Our previously held approximately 27% interest in the Clutter JV was remeasured to fair value at the closing date of the Clutter Acquisition. As a result, we recognized a loss of approximately $38,000 to Other, net, a component of Other expense (income), net, during the second quarter of 2023. The financial results of the Clutter JV are now consolidated within our Global RIM Business segment. In October 2023, we sold 15% of the equity interests in Clutter to certain former stakeholders of the Clutter JV for a total consideration of $7,500, which represents the fair value attributable to these interests, which is included as a component of Redeemable Noncontrolling Interests on our Consolidated Balance Sheet at December 31, 2023.

C. 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 includes a deferred purchase obligation that 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. From January 25, 2022, we consolidate 100% of the revenues and expenses associated with this business. The current and long-term portions of the deferred purchase obligation are reflected as components of Accrued expenses and other current liabilities and Other long-term liabilities, respectively, in our Consolidated Balance Sheet at December 31, 2023. The deferred purchase obligation is reflected as a component of Accrued expenses and other current liabilities in our Consolidated Balance Sheet at December 31, 2024. 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 expense (income), net in our Consolidated Statements of Operations until the deferred purchase obligation is settled or paid. See Note 2.v.

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
Total Revenues	$	5,121,548
Income from Continuing Operations	571,381

In addition to our acquisition of ITRenew, we completed certain other acquisitions during the years ended December 31, 2024, 2023 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.

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. In January 2025, a payment was made for the milestones that were achieved.

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:


	2024		2023		2022
	TOTAL		TOTAL		ITRENEW		OTHER FISCAL YEAR 2022 ACQUISITIONS		TOTAL
Cash Paid (gross of cash acquired)(1)	$	185,882	$	88,635	$	749,596	$	85,170	$	834,766
Fair Value of Noncontrolling Interests(2)	—		78,598		—		—		—
Fair Value of Previously Held Equity Interest(2)	—		99,718		—		—		—
Deferred Purchase Obligations, Purchase Price Holdbacks and Other(3)	134,638		4,790		275,100		13,637		288,737
Settlement of Pre-Existing Relationships	—		21,641		—		—		—
Total Consideration	320,520		293,382		1,024,696		98,807		1,123,503
Fair Value of Identifiable Assets Acquired and Liabilities Assumed:
Cash and Cash Equivalents	9,843		49,716		30,694		963		31,657
Accounts Receivable, Prepaid Expenses and Other Assets	24,872		36,274		71,612		3,947		75,559
Property, Plant and Equipment	12,320		140,668		7,541		93,722		101,263
Customer and Supplier Relationship Intangible Assets(4)	131,463		14,330		487,600		3,672		491,272
Other Intangible Assets	140		8,046		47,300		1,442		48,742
Operating Lease Right-of-Use Assets	38,037		29,046		29,545		3,135		32,680
Debt Assumed	—		(22,413)		—		—		—
Accounts Payable, Accrued Expenses and Other Liabilities	(36,786)		(19,323)		(60,157)		(2,069)		(62,226)
Operating Lease Liabilities	(26,925)		(29,046)		(29,545)		(3,135)		(32,680)
Deferred Income Taxes	(4,981)		(4,495)		(100,922)		(10,143)		(111,065)

Total Fair Value of Identifiable Net Assets Acquired	147,983		202,803		483,668		91,534		575,202
Goodwill Initially Recorded	$	172,537	$	90,579	$	541,028	$	7,273	$	548,301

(1)Cash paid for acquisitions, net of cash acquired in our Consolidated Statements of Cash Flows includes contingent and other payments of $2,375, $2,930 and $581 for the years ended December 31, 2024, 2023 and 2022, respectively, related to acquisitions made in the years prior to 2024, 2023 and 2022, respectively.

(2)The fair values of the noncontrolling interests and the previously held equity interest were determined to be the respective interest’s proportionate share of the fair value of net assets acquired as of the acquisition date.

(3)In 2024, Deferred purchase obligations, purchase price holdbacks and other consists of the acquisition-date fair values of the deferred purchase obligation associated with the Regency Transaction and the January 2025 Payment. In 2022, Deferred purchase obligations, purchase price holdbacks and other includes $275,100 related to the original fair value estimate of the deferred purchase obligation for the Remaining Interests.

(4)The weighted average lives of customer and supplier relationship intangible assets associated with acquisitions in 2024, 2023 and 2022 were 20 years, four years and 12 years, respectively.

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. The preliminary purchase price allocations that are not finalized as of December 31, 2024 relate to the final assessment of the fair values of property, plant and equipment and intangible assets associated with the acquisitions we closed during the year ended December 31, 2024. 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 2024 and year ended December 31, 2024 were not material to our balance sheet or results from operations.