-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pxx0lA5Qepv+yQmaTgXq+yP6DQGl9OHiSfiVvlY8XGZk6FD8ULoeLXjjTOpB0aA2 kdqivUcBXBmo4LufMlIwTg== 0000891092-04-002057.txt : 20040429 0000891092-04-002057.hdr.sgml : 20040429 20040429092940 ACCESSION NUMBER: 0000891092-04-002057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040429 ITEM INFORMATION: FILED AS OF DATE: 20040429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRON MOUNTAIN INC/PA CENTRAL INDEX KEY: 0001020569 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC WAREHOUSING & STORAGE [4220] IRS NUMBER: 232588479 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13045 FILM NUMBER: 04762595 BUSINESS ADDRESS: STREET 1: 745 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6175354766 MAIL ADDRESS: STREET 1: 745 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: PIERCE LEAHY CORP DATE OF NAME CHANGE: 19960807 8-K 1 e17686_8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2004 IRON MOUNTAIN INCORPORATED (Exact name of registrant as specified in its charter) PENNSYLVANIA (State or other jurisdiction of incorporation) 1-13045 23-2588479 (Commission File Number) (IRS Employer Identification No.) 745 Atlantic Avenue Boston, Massachusetts 02111 (Address of principal executive offices, including zip code) (617) 535-4766 (Registrant's telephone number, including area code) Item 12. Results of Operations and Financial Condition. On April 29, 2004, the Company issued a press release setting forth the Company's results of operations and financial condition for its first fiscal quarter ended March 31, 2004. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IRON MOUNTAIN INCORPORATED (Registrant) By: /s/ Jean A. Bua ---------------- Name: Jean A. Bua Title: Vice President and Corporate Controller Date: April 29, 2004 EX-99.1 2 e17686ex99_1.txt PRESS RELEASE Exhibit 99.1 Iron Mountain Incorporated Reports First Quarter 2004 Financial Results -- Total Revenues are $434 Million, Up 23% -- Operating Income is $86 Million, Up 19% -- Net Income is $0.26 per Diluted Share -- Company Wins 2004 IR Magazine Award for Best Disclosure Policy BOSTON, April 29 /PRNewswire-FirstCall/ --Iron Mountain Incorporated (NYSE: IRM), the leader in records and information management services, today announced its financial results for the quarter ended March 31, 2004. Total revenues were $434 million, operating income was $86 million and net income was $23 million, or $0.26 per diluted share for the quarter ended March 31, 2004. The Company also reported operating income before depreciation and amortization ("OIBDA") of $123 million for the first quarter of 2004. Richard Reese, the Company's Chairman and CEO, stated, "The business performed well in the first quarter. Revenue grew 23%, primarily driven by improved internal growth and acquisitions. We continue to gain traction in our digital business as market acceptance begins to translate into revenue. In Europe, we established ourselves as the leader in the important German market with our acquisition of DISOS in March. 2004 is off to a solid start and we are optimistic about achieving our financial objectives for the full year." Iron Mountain's total consolidated revenues for the quarter ended March 31, 2004 grew to $434 million, an increase of 23% compared with the quarter ended March 31, 2003. For the quarter, storage revenues grew 23% and service revenues grew 24% compared to the prior year. Storage revenues, which are considered a key performance indicator for the records and information management services industry, are largely recurring since customers typically retain their records for many years. This marks the 61st consecutive quarter for which the Company has reported increased quarterly storage revenues. For the first quarter of 2004, the storage and service revenue internal growth rates were 8% and 6%, respectively, yielding a total internal revenue growth rate of 8%. The storage internal growth rate of 8% is in line with the quarterly storage growth rates of 2002 and 2003. Core service revenues continued to improve due primarily to increases in the Off-Site Data Protection division and the Secure Shredding product line. Total core revenue growth for the quarter was 9%. Complementary service revenues improved in the first quarter of 2004, due primarily to increased carton sales in the US and a solid quarter in the Company's fulfillment business and were flat compared to the first quarter of 2003 on a same store basis. Operating income for the first quarter of 2004 was $86 million, or 20% of revenues, compared to $72 million, or 21% of revenues, for the same period in 2003. Operating income before depreciation and amortization increased 20% to $123 million, or 28.4% of revenues, for the quarter ended March 31, 2004 from $102 million, or 29.0% of revenues, for the quarter ended March 31, 2003. Included in both operating income and OIBDA is a $2 million net gain on the disposal of fixed assets recorded in the first quarter of 2003 that was not repeated in 2004. The Company uses OIBDA, an integral part of its planning and reporting systems, to evaluate the operating performance of the consolidated business. As such, the Company believes OIBDA provides current and potential investors with relevant and useful information regarding its ability to grow revenues faster than operating expenses. Additionally, the Company uses multiples of current and projected OIBDA in conjunction with its discounted cash flow models to determine its overall enterprise valuation and to evaluate acquisition targets. OIBDA is not a measurement of financial performance under accounting principles generally accepted in the United States, or GAAP, and should not be considered as a substitute for operating or net income or cash flows from operating activities (as determined in accordance with GAAP). In accordance with Securities and Exchange Commission Regulation G, a reconciliation of OIBDA to Operating Income to Net Income appears later in this press release. Net income for the quarter was $23 million, or $0.26 per diluted share, compared to $21 million, or $0.25 per diluted share, for 2003. Included in net income for the first quarter of 2004 is $2 million, or $0.02 per diluted share, of other expense, net comprised almost entirely of charges for the early extinguishment of debt related to the Company's 2004 refinancing activities. Included in net income for the first quarter of 2003 is $3 million, or $0.02 per diluted share, of other income, net comprised primarily of a $5 million foreign currency gain, which was offset by $2 million of charges for the early extinguishment of debt related to the Company's 2003 first quarter refinancing activities. The Company expects to record a modest charge of less than $1 million related to the refinancing of its senior credit facility in the second quarter of 2004. Following is a reconciliation of OIBDA to operating income to net income (in millions): Quarter ended March 31, 2003 2004 OIBDA (Operating Income Before Depreciation and Amortization) (1) $102 $123 Less: Depreciation and Amortization 30 37 Operating Income (1) $72 $86 Less: Interest Expense, net 36 43 Other (Income) Expense, net (3) 2 Provision for Income Taxes 17 17 Minority Interest 1 1 Net Income (1) $21 $23 Major Components of Other (Income) Expense, net: Foreign Exchange Effects $(5) $-- Debt Extinguishment Charges $2 $2 (1) Includes a $2 million Gain on Disposal/Write-down of Property, Plant and Equipment, net for the first quarter of 2003. As previously reported, Iron Mountain acquired the remaining 49.9% equity interest in Iron Mountain Europe Limited ("IME") from Mentmore plc, for total consideration of approximately $154 million in cash, including the repayment of all trade and working capital funding owed to Mentmore by IME. This transaction gives Iron Mountain 100% ownership of IME, affording it full access to all future cash flows and greater strategic and financial flexibility. Other acquisitions completed in 2004, include 3 records management businesses in Europe, 1 in Chile, 2 secure shredding businesses, a film and sound business and an intellectual property protection business specializing in domain name management. The Company was active in both the high-yield debt market and the senior credit market here in the US as well as in Europe during the first quarter of 2004. The Company successfully completed its first sterling denominated high- yield offering raising GBP 150 million ($274 million) at an interest rate of 7.25%. Proceeds from this transaction were used primarily to fund the acquisition of Mentmore's 49.9% equity interest in IME. In addition, the Company called the remaining $20 million of Iron Mountain Canada Corporation's 8.125% Senior Notes due 2008. In March 2004, IME and certain of its subsidiaries closed a GBP 200 million senior credit facility comprised of a GBP 100 million revolving credit facility and a GBP 100 million term loan. The initial draw under this facility was used primarily to repay GBP 135 million of the bridge financing provided by Iron Mountain Incorporated to IME in connection with the Hays acquisition in July 2003. The Company used these funds primarily to repay certain real estate term loans, cross currency swaps and outstanding borrowings under its revolving credit facility. In April 2004, the Company refinanced its own senior credit facility, which was scheduled to mature in January 2005, with a $550 million senior credit facility comprised of a $350 million revolving credit facility and a $200 million term loan. As of March 31, the Company's weighted average interest rate was 7.8% with a weighted average maturity of approximately 9 years. The Company remains more than 85% fixed with respect to interest rates. Iron Mountain Wins Best Disclosure Policy at IR Magazine Award Ceremony in NYC In March 2004, the Company was presented with the award for the Best Disclosure Policy for a small to mid-cap company at the IR Magazine US Awards 2004 held in New York City. This prestigious honor is determined by in-depth independent research conducted amongst 2,000 portfolio managers and analysts covering the US market. "This award is a recognition of our corporate philosophy to conduct candid and compliant discussions with our investors and the financial community at large regarding our business," stated John Kenny, the Company's CFO. "We would like to take this opportunity to thank everyone who participated in the research leading to this award and for the vote of confidence this represents." Financial Performance Outlook The following statements are based on current expectations and do not include the potential impact of any future acquisitions. These statements are forward-looking, and actual results may differ materially. Please refer to the cautionary language included in this press release when considering this information. The Company undertakes no obligation to update this information (dollars in millions): Full Year Ending Three Months Ending December 31, 2004 June 30, 2004 Low High Low High Revenues $1,750 $1,785 $435 $448 Operating Income 333 352 82 87 Depreciation & Amortization 162 158 ~40 Capital Expenditures 210 240 Iron Mountain's conference call to discuss the first quarter 2004 financial results will be held today at 11:00 a.m. eastern time. In order to further enhance the overall quality of its investor communications, the Company will simulcast the conference call on its website at www.ironmountain.com. A slide presentation providing summary financial and statistical information that will be discussed on the conference call will also be posted to the website and available for real-time viewing. The slide presentation and replays of the conference call will be available on the website for future reference. About Iron Mountain Iron Mountain Incorporated is the world's trusted partner for outsourced records and information management services. Founded in 1951, the Company has grown to service more than 200,000 customer accounts throughout the United States, Canada, Europe and Latin America. Iron Mountain offers records management services for both physical and digital media, disaster recovery support services, and consulting - services that help businesses save money and manage risks associated with legal and regulatory compliance, protection of vital information, and business continuity challenges. For more information, visit www.ironmountain.com. Certain Important Factors This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbor created by such Act. Forward-looking statements include our second quarter and full year 2004 financial performance outlook and statements regarding our goals, beliefs, strategies, objectives, plans or current expectations. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those contemplated in the forward-looking statements. Such factors include, but are not limited to: (i) changes in customer preferences and demand for the Company's services; (ii) changes in the price for the Company's services relative to the cost of providing such services; (iii) the cost and availability of financing for contemplated growth; (iv) the Company's ability or inability to complete acquisitions on satisfactory terms and to integrate acquired companies efficiently; (v) in the various digital businesses in which the Company is engaged, capital and technical requirements will be beyond the Company's means, markets for the Company's services will be less robust than anticipated, or competition will be more intense than anticipated; (vi) changes in the political and economic environments in the countries in which the Company's international subsidiaries operate; (vii) the possibility that business partners upon whom the Company depends for technical assistance or management and acquisition expertise outside the United States will not perform as anticipated; and (viii) other trends in competitive or economic conditions affecting Iron Mountain's financial condition or results of operations not presently contemplated. Iron Mountain undertakes no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contact: Stephen P. Golden Director of Investor Relations (617) 535-4799 NOTE: Condensed Consolidated Financial Statements of Iron Mountain Incorporated follow. Iron Mountain Incorporated Condensed Consolidated Statements of Operations (Amounts in Thousands except Per Share Data) (Unaudited) Three Months Ended March 31, 2003 2004 Revenues: Storage $202,831 $248,595 Service and Storage Material Sales 148,980 185,327 Total Revenues 351,811 433,922 Operating Expenses: Cost of Sales (Excluding Depreciation) 160,151 198,310 Selling, General and Administrative 91,156 112,460 Depreciation and Amortization 29,949 37,280 (Gain) Loss on Disposal / Writedown of Property, Plant and Equipment, Net (1,672) 120 Total Operating Expenses 279,584 348,170 Operating Income 72,227 85,752 Interest Expense, Net 35,565 43,459 Other (income) Expense, Net (3,260) 2,270 Income Before Provision for Income Taxes and Minority Interest 39,922 40,023 Provision for Income Taxes 17,338 16,550 Minority Interest in Earnings of Subsidiaries, Net 1,300 476 Net Income $21,284 $22,997 Net Income Per Share - Basic $0.25 $0.27 Net Income Per Share - Diluted $0.25 $0.26 Weighted Average Common Shares Outstanding - Basic 85,097 85,705 Weighted Average Common Shares Outstanding - Diluted 86,551 87,178 Operating Income before Depreciation and Amortization $102,176 $123,032 Iron Mountain Incorporated Condensed Consolidated Balance Sheets (Amounts in Thousands) (Unaudited) December 31, March 31, 2003 2004 ASSETS Current Assets: Cash and Cash Equivalents $74,683 $30,978 Accounts Receivable (less allowances of $20,922 and $17,810, respectively) 279,800 305,001 Other Current Assets 117,100 93,733 Total Current Assets 471,583 429,712 Property, Plant and Equipment: Property, Plant and Equipment at Cost 1,950,893 2,019,642 Less: Accumulated Depreciation (458,626) (494,812) Property, Plant and Equipment, net 1,492,267 1,524,830 Other Assets: Goodwill, net 1,776,279 1,830,367 Other Non-current Assets, net 151,970 223,980 Total Other Assets 1,928,249 2,054,347 Total Assets $3,892,099 $4,008,889 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current Portion of Long-term Debt $115,781 $34,351 Other Current Liabilities 468,964 401,197 Total Current Liabilities 584,745 435,548 Long-term Debt, Net of Current Portion 1,974,147 2,262,768 Other Long-term Liabilities 191,308 198,537 Minority Interests 75,785 11,493 Shareholders' Equity 1,066,114 1,100,543 Total Liabilities and Shareholders' Equity $3,892,099 $4,008,889 SOURCE Iron Mountain Incorporated -0- 04/29/2004 /CONTACT: Stephen P. Golden, Director of Investor Relations of Iron Mountain Incorporated, +1-617-535-4799/ /Photo: http://www.newscom.com/cgi-bin/prnh/20030505/IRMLOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, 888-776-6555 or 212-782-2840/ /Web site: http://www.ironmountain.com/ (IRM) CO: Iron Mountain Incorporated ST: Massachusetts IN: CPR SU: ERN CCA MAV -----END PRIVACY-ENHANCED MESSAGE-----