Acquisitions

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

WEB WERKS

On July 7, 2023, we made our final contractual investment in the Web Werks JV (as defined in Note 4) 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) (the "Web Werks Transaction"). As a result of the Web Werks 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 now 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 the Web Werks 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 Condensed Consolidated Balance Sheet.

CLUTTER

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”). 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 total consideration of $7,500.

PRELIMINARY PURCHASE PRICE ALLOCATION

A summary of the cumulative consideration paid and the preliminary allocation of the purchase price paid for all of our acquisitions closed during the nine months ended September 30, 2023 is as follows:


	NINE MONTHS ENDED SEPTEMBER 30, 2023
Cash Paid (gross of cash acquired)(1)	$	88,518
Deferred Purchase Obligation, Purchase Price Holdbacks and Other	4,790
Fair Value of Previously Held Equity Interest(2)	99,718
Fair Value of Noncontrolling Interest(2)	78,598
Settlement of Pre-Existing Relationships	21,641
Total Consideration	293,265
Fair Value of Identifiable Assets Acquired:
Cash and Cash Equivalents	58,393
Accounts Receivable, Prepaid Expenses and Other Assets	27,561
Property, Plant and Equipment	118,438
Customer and Supplier Relationship Intangible Assets(3)	29,029
Data Center Lease-Based Intangible Assets(4)	18,161
Data Center Tenant Relationships(5)	22,701
Other Intangible Assets	2,180
Operating Lease Right-of-Use Assets	27,272
Fair Value of Identifiable Liabilities Assumed	(86,999)
Goodwill Initially Recorded(6)	$	76,529

(1)Cash paid for acquisitions, net in our Condensed Consolidated Statement of Cash Flows includes (i) cash acquired of $58,393 relating to acquisitions completed during the nine months ended September 30, 2023 and (ii) contingent and other payments of $3,807 for the nine months ended September 30, 2023 relating to acquisitions completed prior to January 1, 2023.

(2)The fair values of the previously held equity interest and the noncontrolling 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)The preliminary weighted average life of the customer and supplier relationship intangible assets acquired is approximately 5 years.

(4)The preliminary weighted average life of the data center lease-based intangible assets is approximately 4 years.

(5)The preliminary weighted average life of the data center tenant relationships is approximately 4 years.

(6)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, 2023 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 nine months ended September 30, 2023. Any adjustments to our estimates of purchase price allocations 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 applicable acquisition date. Adjustments recorded during the nine months ended September 30, 2023 were not material to our results from operations.

ITRENEW PRO FORMA FINANCIAL INFORMATION

On January 25, 2022, in order to expand our asset lifecycle management 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"). 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. 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.


	THREE MONTHS ENDED SEPTEMBER 30, 2022		NINE MONTHS ENDED SEPTEMBER 30, 2022
Total Revenues	$	1,286,945	$	3,842,499
Income from Continuing Operations	$	192,931	$	436,627

In addition to our acquisition of ITRenew, we completed certain other acquisitions in 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.