UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
- - --------------------------------------------------------------------------------
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended June 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period from __________ to __________
Commission file number 0-27584
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IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3107342
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
745 Atlantic Avenue, Boston, MA 02111
-------------------------------------
(Address of Principal Executive Offices, Including Zip Code)
(617) 357-4455
--------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
As of August 9, 1996, there were 9,627,141 shares of the Registrant's Common
Stock, par value $0.01 per share, and 500,000 shares of the Registrant's
Non-voting Common Stock, par value $0.01 per share outstanding.
<PAGE>
IRON MOUNTAIN INCORPORATED
INDEX
<TABLE>
<CAPTION>
Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
<S> <C>
Condensed Consolidated Balance Sheets at December 31, 1995 and
June 30, 1996 (Unaudited) 3
Condensed Consolidated Statements of Operations for the Three Months Ended
June 30, 1995 and 1996 (Unaudited) 4
Condensed Consolidated Statements of Operations for the Six Months Ended
June 30, 1995 and 1996 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 1995 and 1996 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements (Unaudited) 7-9
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of
Operations 10-13
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 14
Item 4 - Submission of Matters to a Vote of Security-Holders 14
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 16
</TABLE>
2
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
December 31, June 30,
1995 1996
--------------- ----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 1,585 $ 2,232
Accounts Receivable (Less allowance for doubtful accounts
of $651 and of $790, respectively) 16,936 19,756
Inventories 682 523
Deferred Income Taxes 1,943 2,036
Prepaid Expenses and Other Current Assets 1,862 1,318
--------- ---------
Total Current Assets 23,008 25,865
PROPERTY, PLANT AND EQUIPMENT:
Property, Plant and Equipment at Cost 125,240 141,601
Less: Accumulated Depreciation (32,564) (38,597)
--------- ---------
Property, Plant and Equipment, Net 92,676 103,004
OTHER ASSETS:
Goodwill 59,253 72,213
Customer Acquisition Costs 5,210 5,671
Deferred Financing Costs 2,638 2,268
Other 4,096 3,609
--------- ---------
Total Other Assets 71,197 83,761
--------- ---------
Total Assets $ 186,881 $ 212,630
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current Portion of Long-term Debt $ 2,578 $ 3,194
Accounts Payable 4,797 6,342
Accrued Expenses 10,917 10,638
Deferred Income 3,108 2,454
Other Current Liabilities 469 501
--------- ---------
Total Current Liabilities 21,869 23,129
LONG-TERM DEBT, NET OF CURRENT PORTION 119,296 115,700
DEFERRED RENT 7,983 7,897
DEFERRED INCOME TAXES 3,621 4,406
OTHER LONG-TERM LIABILITIES 6,769 6,769
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PUT WARRANT 6,332 --
STOCKHOLDERS' EQUITY:
Preferred Stock 5 --
Common Stock - Voting 0 96
Common Stock - Non-voting -- 5
Additional Paid-In Capital 28,809 62,014
Accumulated Deficit (7,803) (7,386)
--------- ---------
Total Stockholders' Equity 21,011 54,729
--------- ---------
Total Liabilities and Stockholders' Equity $ 186,881 $ 212,630
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------------
1995 1996
--------------- --------------
<S> <C> <C>
REVENUES:
Storage $ 15,866 $ 20,209
Service and Storage Material Sales 10,020 12,713
--------- ---------
Total Revenues 25,886 32,922
OPERATING EXPENSES:
Cost of Sales (Excluding Depreciation) 12,888 16,715
Selling, General and Administrative 6,848 8,260
Depreciation and Amortization 2,676 3,922
--------- ---------
Total Operating Expenses 22,412 28,897
--------- ---------
OPERATING INCOME 3,474 4,025
INTEREST EXPENSE 2,868 3,091
--------- ---------
Income Before Provision for Income Taxes 606 934
PROVISION FOR INCOME TAXES 364 523
--------- ---------
Net Income 242 411
ACCRETION OF REDEEMABLE PUT WARRANT 501 --
--------- ---------
Net Income (Loss) Applicable to Common Stockholders $ (259) $ 411
========= =========
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE $ (0.03) $ 0.04
========= =========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES
OUTSTANDING 7,779 10,336
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------------
1995 1996
--------------- --------------
<S> <C> <C>
REVENUES:
Storage $ 30,748 $ 39,363
Service and Storage Material Sales 19,476 24,587
--------- ---------
Total Revenues 50,224 63,950
OPERATING EXPENSES:
Cost of Sales (Excluding Depreciation) 25,112 32,383
Selling, General and Administrative 12,697 16,067
Depreciation and Amortization 5,428 7,530
--------- ---------
Total Operating Expenses 43,237 55,980
--------- ---------
OPERATING INCOME 6,987 7,970
INTEREST EXPENSE 5,936 6,385
--------- ---------
Income Before Provision for Income Taxes 1,051 1,585
PROVISION FOR INCOME TAXES 631 888
--------- ---------
Net Income 420 697
ACCRETION OF REDEEMABLE PUT WARRANT 953 280
--------- ---------
Net Income (Loss) Applicable to Common Stockholders $ (533) $ 417
========= =========
NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE $ (0.07) $ 0.04
========= =========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES
OUTSTANDING 7,790 9,899
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------------
1995 1996
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 420 $ 697
Adjustments to Reconcile Net Income to Net Cash
Provided by Operations:
Depreciation and Amortization 5,428 7,530
Amortization of Financing Costs 756 429
Provision for Deferred Income Taxes 540 492
Changes in Assets and Liabilities (Exclusive of Acquisitions):
Accounts Receivable (910) (2,194)
Inventories (29) 174
Prepaid Expenses and Other Current Assets (195) 444
Other Assets 180 674
Accounts Payable 645 1,545
Accrued Expenses 1,324 (279)
Deferred Income 127 (865)
Other Current Liabilities (27) (474)
Deferred Rent (86) (86)
Other Long-term Liabilities 1 --
--------- ---------
Cash Flows Provided by Operations 8,174 8,087
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures (7,322) (11,162)
Additions to Customer Acquisition Costs (418) (717)
Cash Paid for Acquisitions (15,484) (19,187)
Other -- (25)
--------- ---------
Cash Flows Used in Investing Activities (23,224) (31,091)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Repayment of Debt (8,369) (29,515)
Net Proceeds from Borrowings 25,186 26,500
Financing Costs (1,402) (24)
Proceeds from Exercise of Stock Options 200 --
Repurchase of Stock (199) --
Proceeds from Initial Public Offering, Net of Costs and
Expenses -- 33,302
Retirement of Put Warrant -- (6,612)
--------- ---------
Cash Flows Provided by Financing Activities 15,416 23,651
--------- ---------
INCREASE IN CASH AND CASH EQUIVALENTS 366 647
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,303 1,585
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,669 $ 2,232
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE>
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands except Per Share Data)
(Unaudited)
(1) GENERAL
The interim condensed consolidated financial statements presented herein
have been prepared by Iron Mountain Incorporated ("Iron Mountain" or the
"Company") without audit and, in the opinion of management, reflect all
adjustments of a normal recurring nature necessary for a fair
presentation. Interim results are not necessarily indicative of results
for a full year.
The condensed consolidated balance sheet presented as of December 31,
1995, has been derived from the consolidated financial statements that
have been audited by the Company's independent public accountants. The
unaudited condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in the annual financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to those rules
and regulations, but the Company believes that the disclosures are
adequate to make the information presented not misleading. The condensed
consolidated financial statements and notes included herein should be read
in conjunction with the consolidated financial statements and notes
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(2) INITIAL PUBLIC OFFERING OF COMMON STOCK
On February 6, 1996, the Company completed the sale of 2,350 shares of its
common stock in an initial public offering at a price of $16.00 per share.
The proceeds from the public offering were $34,968 after underwriting
discounts and commissions, and $33,302 after other expenses of the
offering totaling $1,666. Such net proceeds were used to retire the
redeemable put warrant for $6,612, to fund acquisitions, to repay debt
that had been incurred to make acquisitions and for working capital.
(3) ACQUISITIONS AND DISPOSITIONS
During 1995, the Company purchased four records management businesses.
During the six months ended June 30, 1996, the Company purchased six
additional records management businesses. Each of these acquisitions was
accounted for using the purchase method of accounting, and accordingly,
the results of operations for each acquisition have been included in the
consolidated results of the Company from the respective acquisition dates.
The purchase price for the 1996 acquisitions exceeded the underlying fair
value of the net assets acquired by $14,554, which has been assigned to
goodwill and is being amortized over the estimated benefit period of 25
years. Funds used to make the various acquisitions were provided through
the Company's acquisition credit facility and, indirectly, a portion of
the net proceeds of the Company's initial public offering. A summary of
the cash consideration and allocation of the purchase price as of the
acquisition dates are as follows:
1996
----------
Fair Value of Assets Acquired in 1996 $ 20,104
Liabilities Assumed (917)
------------
Cash Paid $ 19,187
===========
7
<PAGE>
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands except Per Share Data)
(Unaudited)
(Continued)
The following unaudited pro forma information shows the results of the
Company's operations for the year ended December 31, 1995 and the six
months ended June 30, 1996, as though each of the completed acquisitions
had occurred as of January 1, 1995.
<TABLE>
<CAPTION>
1995 1996
--------------- -------------
<S> <C> <C>
Revenues $ 123,438 $ 65,678
Net Income (Loss) (348) 728
Accretion of Redeemable Put Warrant 2,107 280
---------- -----------
Net Income (Loss) Applicable to Stockholders $ (2,455) $ 448
========== ===========
Net Income (Loss) Per Share $ (0.32) $ 0.05
========== ===========
</TABLE>
The pro forma results have been prepared for comparative purposes only and
are not necessarily indicative of the actual results of operations had the
acquisitions taken place as of January 1, 1995 or the results that may
occur in the future. Furthermore, the pro forma results do not give effect
to all cost savings or incremental costs which may occur as a result of
the integration and consolidation of the companies.
(4) LONG-TERM DEBT
Long-term debt as of December 31, 1995 and June 30, 1996, is as follows:
<TABLE>
<CAPTION>
1995 1996
------------- -------------
<S> <C> <C>
Term Loans A and B $ 59,625 $ 58,750
$50,000 Acquisition Credit Facility 34,400 25,300
$15,000 Working Capital Facility 1,700 8,800
Chrysler Notes 14,772 14,807
Real Estate Mortgages 10,797 10,761
Other 580 476
------------ ----------
Total Long-term Debt 121,874 118,894
Less: Current Portion (2,578) (3,194)
----------- ----------
Long-term Debt, Net of Current Portion $ 119,296 $ 115,700
=========== =========
</TABLE>
(5) COMMITMENTS AND CONTINGENCIES
Litigation
During the second quarter of 1996, the Company paid $600 to cover the
uninsured portion of a judgment previously entered by the California
Workers Compensation Board against the Company relating to injuries
sustained by a driver employed by a courier company used at the time by
the Company. This amount had been fully reserved in the second quarter of
1995 and therefore had no impact on the results of operations for the
three and six month periods ended June 30, 1996.
8
<PAGE>
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands except Per Share Data)
(Unaudited)
(Continued)
Iron Mountain is presently involved as a defendant in various litigation
which has occurred in the normal course of business. Management believes
it has meritorious defenses in all such actions, and in any event, the
amount of damages, if such matters were decided adversely, would not have
a material adverse effect on Iron Mountain's financial condition or
results of operations.
(6) SUBSEQUENT EVENTS
Subsequent to June 30, 1996, the Company acquired three records management
businesses for $20,887 in transactions that were accounted for as
purchases.
9
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company's financial condition and
results of operations for the three and six month periods ended June 30, 1995
and 1996 should be read in conjunction with the condensed consolidated financial
statements and footnotes for the three and six month periods ended June 30,
1996, included herein, and the consolidated financial statements and footnotes
for the year ended December 31, 1995, included in the Company's Annual Report
filed on Form 10-K.
Results of Operations
Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995
Storage revenues increased from $15.9 million for the second quarter of 1995 to
$20.2 million for the second quarter of 1996, an increase of $4.3 million, or
27.4%. Ten acquisitions completed by the Company in 1995 and the first six
months of 1996 accounted for $2.8 million, or 63.6%, of such increase. The
balance of the storage revenues growth resulted primarily from net increases in
Cartons stored by existing customers and from sales to new customers. The term
"Carton" is defined as a measurement of volume equal to a single standard
storage carton, approximately 1.2 cubic feet.
Service and storage material sales revenues increased from $10.0 million for the
second quarter of 1995 to $12.7 million for the second quarter of 1996, an
increase of $2.7 million, or 26.9%. Acquisitions accounted for $1.6 million, or
60.9%, of such increase. The balance of such increase resulted from increases in
service and storage material sales to existing customers and the addition of new
customer accounts.
For the reasons discussed above, total revenues increased from $25.9 million for
the second quarter of 1995 to $32.9 million for the second quarter of 1996, an
increase of $7.0 million, or 27.2%. Of such increase, $4.4 million, or 62.5%,
was attributable to acquisitions completed by the Company in 1995 and the first
six months of 1996.
Cost of sales (excluding depreciation) increased from $12.9 million for the
second quarter of 1995 to $16.7 million for the second quarter of 1996, an
increase of $3.8 million, or 29.7%, and increased as a percentage of revenues
from 49.8% for the second quarter of 1995 to 50.8% for the second quarter of
1996. The $3.8 million increase was primarily attributable to the increase in
Cartons stored and additional rent and moving expenses associated with certain
facility relocations.
Selling, general and administrative expenses increased from $6.9 million for the
second quarter of 1995 to $8.3 million for the second quarter of 1996, an
increase of $1.4 million, or 20.6%, and decreased as a percentage of revenues
from 26.5% for the second quarter of 1995 to 25.1% for the second quarter of
1996. The dollar increase was primarily attributable to costs associated with
the Company's accelerated acquisition activity, including certain transitional
redundant expenses as new acquisitions were integrated into the Company and the
addition of personnel needed to support the Company's growth. Non-recurring
charges of $0.6 million to reserve for certain litigation and $0.3 million
related to moving the corporate accounting function from Los Angeles to Boston
taken during the second quarter of 1995 and 1996, respectively, are included in
the totals.
Depreciation and amortization expense increased from $2.7 million for the second
quarter of 1995 to $3.9 million for the second quarter of 1996, an increase of
$1.2 million, or 46.6%, and increased as a percentage of revenues from 10.3% for
the second quarter of 1995 to 11.9% for the second quarter of 1996. The increase
was primarily attributable to the additional depreciation and amortization
expense related to the aforementioned acquisitions, capital expenditures and
additions to customer acquisition costs.
10
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
As a result of the foregoing factors, operating income increased from $3.5
million for second quarter of 1995 to $4.0 million for the second quarter of
1996, an increase of $0.5 million, or 15.9%. As a percentage of revenues,
operating income decreased from 13.4% of revenues for the second quarter of 1995
to 12.2% of revenues for the second quarter of 1996.
Interest expense increased from $2.9 million for the second quarter of 1995 to
$3.1 million for the second quarter of 1996, an increase of $0.2 million, or
7.8%. The increase was primarily attributable to increased indebtedness related
to financing acquisitions and capital expenditures, which was partially offset
by reduced interest rates.
As a result of the foregoing factors, income before provision for income taxes
increased from $0.6 million (2.3% of revenues) for the second quarter of 1995 to
$0.9 million (2.8% of revenues) for the second quarter of 1996, an increase of
$0.3 million, or 54.1%. Provision for income taxes increased from $0.4 million
(1.4% of revenues) for the second quarter of 1995 to $0.5 million (1.6% of
revenues) for the second quarter of 1996. The Company's effective tax rate is
higher than statutory rates primarily due to the amortization of the
non-deductible portion of goodwill associated with acquisitions made prior to
the change in tax laws which now generally permit deduction of such expenses.
Net income increased from $0.2 million (or 0.9% of revenues) for the second
quarter of 1995 to $0.4 million (1.2% of revenues) for the second quarter of
1996, an increase of $0.2 million, or 69.8%. Net income (loss) applicable to
common stockholders was a $0.3 million loss (1.0% of revenues) for the second
quarter of 1995 compared to income of $0.4 million (1.2% of revenues) for the
second quarter of 1996. The loss for the second quarter of 1995 included a
non-cash charge of $0.5 million for accretion related to a redeemable put
warrant. The put warrant was redeemed in full in February 1996, with a portion
of the proceeds from the Company's initial public offering of common stock. As a
result of such redemption, there will be no future charges for such accretion.
As a result of the foregoing factors, earnings before interest, taxes,
depreciation and amortization ("EBITDA") increased from $6.1 million for the
second quarter of 1995 to $7.9 million for the second quarter of 1996, an
increase of $1.8 million, or 29.2%. As a percentage of revenues, EBITDA
increased from 23.8% for the second quarter of 1995 to 24.1% for the second
quarter of 1996.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1995
Storage revenues increased from $30.7 million for the first six months of 1995
to $39.4 million for the first six months of 1996, an increase of $8.7 million,
or 28.0%. Ten acquisitions completed by the Company in 1995 and the first six
months of 1996 accounted for $5.5 million, or 63.7%, of such increase. The
balance of the storage revenues growth resulted primarily from net increases in
Cartons stored by existing customers and from sales to new customers.
Service and storage material sales revenues increased from $19.5 million for the
first six months of 1995 to $24.6 million for the first six months of 1996, an
increase of $5.1 million, or 26.2%. Acquisitions accounted for $3.4 million, or
66.2%, of such increase. The balance of such increase resulted from increases in
service and storage material sales to existing customers and the addition of new
customer accounts.
11
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
For the reasons discussed above, total revenues increased from $50.2 million for
the first six months of 1995 to $64.0 million for the first six months of 1996,
an increase of $13.8 million, or 27.3%. Of such increase, $8.9 million, or
64.6%, was attributable to acquisitions completed by the Company in 1995 and the
first six months of 1996.
Cost of sales (excluding depreciation) increased from $25.1 million for the
first six months of 1995 to $32.4 million for the first six months of 1996, an
increase of $7.3 million, or 29.0%, and increased as a percentage of revenues
from 50.0% for the first six months of 1995 to 50.6% for the first six months of
1996. The increase was primarily attributable to the increase in Cartons stored,
increased expenses related to the severe winter weather on the Atlantic coast
during the first quarter of 1996 and expenses related to certain facility
relocations.
Selling, general and administrative expenses increased from $12.7 million for
the first six months of 1995 to $16.1 million for the first six months of 1996,
an increase of $3.4 million, or 26.5%, and decreased as a percentage of revenues
from 25.3% for the first six months of 1995 to 25.1% for the first six months of
1996. The $3.4 million increase was primarily attributable to the costs
associated with becoming a public company, with accelerated acquisition
activity, including certain redundant transitional expenses as new acquisitions
were integrated into the Company, and the addition of personnel needed to
support the Company's growth. Additionally, the selling, general and
administrative expenses of acquired companies tend to be higher than Iron
Mountain's, and cost reductions and other possible synergies are not realized
immediately.
Depreciation and amortization expense increased from $5.4 million for the first
six months of 1995 to $7.5 million for the first six months of 1996, an increase
of $2.1 million, or 38.7%, and increased as a percentage of revenues from 10.8%
for the first six months of 1995 to 11.8% for the first six months of 1996. The
increase was primarily attributable to the additional depreciation and
amortization expense related to the aforementioned acquisitions, capital
expenditures, including racking systems, information systems and improvements to
existing facilities, and additions to customer acquisition costs.
As a result of the foregoing factors, operating income increased from $7.0
million for the first six months of 1995 to $8.0 million for the first six
months of 1996, an increase of $1.0 million, or 14.1%. As a percentage of
revenues, operating income decreased from 13.9% for the first six months of 1995
to 12.5% for the first six months of 1996.
Interest expense increased from $5.9 million for the first six months of 1995 to
$6.4 million for the first six months of 1996, an increase of $0.5 million, or
7.6%. The increase was primarily attributable to increased indebtedness to
finance acquisitions and capital expenditures. The decrease in interest expense
as a percentage of revenues was primarily attributable to a net decrease in
interest rates.
As a result of the foregoing factors, income before provision for income taxes
increased from $1.1 million (2.1% of revenues) for the first six months of 1995
to $1.6 million (2.5% of revenues) in the first six months of 1996, an increase
of $0.5 million, or 50.8%. Provision for income taxes increased from $0.6
million (1.3% of revenues) for the first six months of 1995 to $0.9 million
(1.4% of revenues) for the first six months of 1996. The Company's effective tax
rate is higher than statutory rates primarily due to the amortization of the
non-deductible portion of goodwill associated with acquisitions made prior to
the change in tax laws which now generally permit deduction of such expenses.
12
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Net income increased from $0.4 million (0.8% of revenues) for the first six
months of 1995 to $0.7 million (1.1% of revenues) for the first six months of
1996, an increase of $0.3 million, or 66.0%. Net income (loss) applicable to
common stockholders was a $0.5 million loss (1.1% of revenues), after accretion
of $0.9 million related to a redeemable put warrant, for the first six months of
1995 compared to income of $0.4 million (0.7% of revenues), after accretion of
$0.3 million related to a redeemable put warrant, for the first six months of
1996. The put warrant was redeemed in full in February 1996, with a portion of
the proceeds from the Company's initial public offering of common stock. As a
result of such redemption, there will be no future charges for such accretion.
As a result of the foregoing factors, EBITDA increased from $12.4 million for
the first six months of 1995 to $15.5 million for the first six months of 1996,
an increase of $3.1 million, or 24.8%. As a percentage of revenues, EBITDA
decreased from 24.7% for the first six months of 1995 to 24.2% for the first six
months of 1996.
Liquidity and Capital Resources
In February 1996, the Company raised $33.3 million, net of underwriters'
discounts and commissions and associated costs, in an initial public offering of
the Company's common stock (the "Offering"). The net proceeds from the Offering
were used to retire a redeemable put warrant, to fund acquisitions, to repay
debt that had been incurred to make acquisitions and for working capital.
As the Company has sought to increase its EBITDA, it has made significant
capital investments, consisting primarily of acquisitions; growth-related
capital expenditures, including racking systems, information systems and
improvements to existing facilities; and customer acquisition costs. Cash paid
for these investments during the first six months of 1996 amounted to $19.2
million, $11.2 million and $0.7 million, respectively. These investments have
been primarily funded through a portion of the net proceeds of the Offering,
cash flows from operations and borrowings under its principal credit agreement.
During the six months ended June 30, 1996, the Company generated $8.1 million in
net cash from operations as compared to $8.2 million for the same period of the
prior year. The slight decrease in net cash provided by operations resulted from
an increase in accounts receivable and other changes in working capital
accounts, which were partially offset by a $3.1 million increase in EBITDA and
an increase in accounts payable.
Net cash provided by financing activities was $23.7 million for the six months
ended June 30, 1996, consisting primarily of the net proceeds from the Offering
of $33.3 million and increased indebtedness of $26.5 million offset by the
repayment of certain indebtedness of $29.5 million and the retirement of the put
warrant for $6.6 million. As of June 30, 1996, the Company had available under
its principal credit agreement $6.2 million under a working capital facility and
$24.7 million under an acquisition credit facility. Subsequent to June 30, 1996,
the Company borrowed $21.9 million under the acquisition credit facility to
finance acquisitions.
In July 1996, the Company announced that it planned to undertake an offering of
senior subordinated notes, the proceeds of which would be used to retire
existing acquisition and other indebtedness, to fund the purchase price of
possible future acquisitions and for general corporate purposes. If such
offering is consummated, the Company will record an extraordinary loss related
to the prepayment of indebtedness, in the quarter in which it is consummated, of
approximately $2 million, net of related tax benefit. This charge, when
recorded, will not impact the Company's EBITDA. The offering, if commenced, will
only be made by means of a prospectus. This announcement of a proposed offering
does not constitute an offer to sell or a solicitation of an offer to buy any
security. In addition, the Company expects to seek a new bank credit facility to
fund expansion.
13
<PAGE>
IRON MOUNTAIN INCORPORATED
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Company has previously disclosed that the California Workers Compensation
Board had entered an order against the Company relating to injuries sustained by
a driver employed by a courier company used at the time by the Company, that
such order had been appealed by the Company and that the Company had lost its
appeal. During the second quarter of 1996, the Company paid $0.6 million to
cover the uninsured portion of the judgment. This amount had been fully reserved
in the second quarter of 1995 and therefore had no impact on the results of
operations for the three and six month periods ended June 30, 1996.
The Company is presently involved as a defendant in various litigation which has
occurred in the normal course of business. Management believes that it has
meritorious defenses in all such actions, and in any event, the amount of
damages, if such matters were decided adversely, would not have a material
adverse effect on the Company's financial condition or results of operations.
Item 4 - Submission of Matters to a Vote of Security-Holders
Following are the results of all matters submitted to a vote of security-holders
during the second quarter ended June 30, 1996. These matters were voted on at
the 1996 Annual Meeting of Stockholders held on June 14, 1996:
Item 1:Election of Class A Directors - Vote to elect two (2) Class A directors
to serve until the Company's 1999 Annual Meeting of Stockholders, or until their
successors are elected and qualified.
Total Vote For Total Vote Withheld
Each Director From Each Director
David S. Wendell 6,626,987 15,790
Vincent J. Ryan 6,626,987 15,790
The following directors' terms continued after the 1996 Annual Meeting:
C. Richard Reese, Eugene B. Doggett, Constantin R. Boden and Arthur D. Little.
Item 2: Ratification of Selection of Independent Auditors - Ratification of the
selection by the Board of Directors of the firm of Arthur Andersen LLP as the
Company's independent auditors for the current year.
For Against Abstain No Vote
Arthur Andersen LLP 6,629,782 8,640 4,355 --
14
<PAGE>
IRON MOUNTAIN INCORPORATED
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit Description
------- -------------------------------------------------
3 By-laws of Iron Mountain Incorporated, as amended
11 Statement re: computation of earnings per share
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
15
<PAGE>
IRON MOUNTAIN INCORPORATED
SIGNATURE
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
August 14, 1996 By: /s/ Jean A. Bua
--------------- --------------------------
(date) Jean A. Bua
Vice President and
Corporate Controller
(Principal Accounting Officer)
16
================================================================================
BY - LAWS
of
Iron Mountain Incorporated
(a Delaware corporation)
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I OFFICES..........................................................1
SECTION 1. Registered Office. ...............................1
SECTION 2. Other Offices. ...................................1
ARTICLE II MEETING OF STOCKHOLDERS..........................................1
SECTION 1. Place of Meeting...................................1
SECTION 2. Annual Meetings. .................................1
SECTION 3. Special Meetings...................................1
SECTION 4. Introduction of Business At a Meeting of
Stockholders......................................1
SECTION 5. Notice.............................................2
SECTION 6. Quorum and Adjournments............................3
SECTION 7. Votes; Proxies. ..................................3
SECTION 8. Organization. ....................................4
ARTICLE III DIRECTORS........................................................4
SECTION 1. Number.............................................4
SECTION 2. Nomination of Directors............................5
SECTION 3. Removal............................................6
SECTION 4. Vacancies..........................................6
SECTION 5. Meetings...........................................6
SECTION 6. Votes..............................................7
SECTION 7. Quorum and Adjournment.............................7
SECTION 8. Compensation.......................................7
SECTION 9. Action By Consent of Directors.....................7
ARTICLE IV COMMITTEES OF DIRECTORS..........................................7
SECTION 1. Executive Committee................................7
SECTION 2. Audit Committee....................................8
SECTION 3. Other Committees...................................9
SECTION 4. Term of Office.....................................9
ARTICLE V OFFICERS.........................................................10
SECTION 1. Officers..........................................10
SECTION 2. Vacancies.........................................10
SECTION 3. Chairman of the Board.............................10
SECTION 4. President.........................................10
SECTION 5. Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents...................10
SECTION 6. Secretary.........................................10
SECTION 7. Assistant Secretaries.............................11
SECTION 8. Treasurer.........................................11
SECTION 9. Assistant Treasurers..............................11
SECTION 10. Controller........................................11
SECTION 11. Assistant Controllers.............................11
SECTION 12. Subordinate Officers..............................11
SECTION 13. Compensation......................................12
<PAGE>
SECTION 14. Removal...........................................12
SECTION 15. Bonds.............................................12
ARTICLE VI CERTIFICATES OF STOCK...........................................12
SECTION 1. Form and Execution of Certificates................12
SECTION 2. Transfer of Shares................................13
SECTION 3. Closing of Transfer Books.........................13
SECTION 4. Fixing Date for Determination of Stockholders
of Record........................................13
SECTION 5. Lost or Destroyed Certificates....................14
SECTION 6. Uncertificated Shares.............................15
SECTION 7. Transfer Agents and Registrars; Further
Regulations......................................15
ARTICLE VII EXECUTION OF DOCUMENTS..........................................15
SECTION 1. Execution of Checks, Notes, etc...................15
SECTION 2. Execution of Contracts, Assignments, etc..........15
SECTION 3. Execution of Proxies..............................15
ARTICLE VIII INSPECTION OF BOOKS..........................................15
ARTICLE IX FISCAL YEAR..................................................16
ARTICLE X SEAL.........................................................16
ARTICLE XI AMENDMENTS...................................................16
<PAGE>
Iron Mountain Incorporated
(a Delaware corporation)
-------------------
BY-LAWS
-------------------
ARTICLE I OFFICES
---------------
SECTION 1. Registered Office. The registered office of the Corporation
shall be located in Dover, County of Kent, State of Delaware, and the name of
the resident agent in charge thereof shall be The Prentice-Hall Corporation
System, Inc.
SECTION 2. Other Offices. The Corporation may also have offices at such
other places, within or without the State of Delaware, as the Board of Directors
may from time to time appoint or the business of the Corporation may require.
ARTICLE II MEETING OF STOCKHOLDERS
-------------------------------------
SECTION 1. Place of Meeting. Meetings of the stockholders shall be held
either within or without the State of Delaware at such place as the Board of
Directors may fix from time to time.
SECTION 2. Annual Meetings. The annual meeting of stockholders shall be
held for the election of directors on such date and at such time as the Board of
Directors may fix from time to time. Any other proper business may be transacted
at the annual meeting.
SECTION 3. Special Meetings. Special meetings of the stockholders for any
purpose or purposes may be called only by the Chairman of the Board, if any, or
the Board of Directors pursuant to a resolution adopted by a majority vote of
the Board of Directors.
SECTION 4. Introduction of Business At a Meeting of Stockholders. At an
annual or special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before such annual or special meeting of stockholders. To be
properly brought before an annual or special meeting of stockholders, business
must be (i) in the case of a special meeting, specified in the notice of the
special meeting (or any supplement thereto) given by or at the direction of the
Board of Directors or otherwise properly brought before the meeting by the Board
of Directors, or (ii) in the case of an annual meeting, properly brought before
the meeting by or at the direction of the Board of Directors, or otherwise
properly brought before the annual meeting by a stockholder. For
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 2
business to be properly brought before an annual meeting of stockholders by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 45 days(1) prior to the date of the annual meeting;
provided, however, that if less than 55 days' written notice or prior public
disclosure of the date of the annual meeting is given or made to stockholders or
to the stockholder proposing a matter, notice by the stockholder to be timely
must be so delivered or received not later than the close of business on the
10th day following the earlier of (i) the day on which such notice of the date
of the meeting was mailed to such stockholder or the stockholders generally or
(ii) the day on which such public disclosure was made.
A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before an annual meeting of stockholders (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business and any other stockholders known by such
stockholder to be supporting such proposal, (iii) the class and number of shares
of the Corporation which are beneficially owned by such stockholder on the date
of such stockholder's notice and by any other stockholders known by such
stockholder to be supporting such proposal on the date of such stockholder's
notice, and (iv) any material interest of the stockholder in such proposal.
Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at a meeting of stockholders except in accordance with the
procedures set forth in this Section 4. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that the business was
not properly brought before the meeting in accordance with the procedures
prescribed by these By-Laws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted.
The foregoing requirements shall be in addition to any other requirements
imposed by applicable law or regulation.
SECTION 5. Notice. Written or printed notice of every meeting of
stockholders, annual or special, stating the hour, date and place thereof, and
the purpose or purposes in general terms for which the meeting is called shall,
not less than ten (10) days, or such longer period as shall be provided by law,
the Certificate of Incorporation, these By-Laws, or otherwise, and not more than
sixty (60) days before such meeting, be served upon or mailed to each
stockholder entitled to vote thereat, at the address of such stockholder as it
appears upon the stock records of the Corporation or, if such stockholder shall
have filed with the Secretary of the Corporation a written request that notices
be mailed to some other address, then to the address designated in such request.
- - ------------------------
1 Amended May 1, 1996.
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 3
Notice of the hour, date, place and purpose of any meeting of stockholders
may be dispensed with if every stockholder entitled to vote thereat shall attend
either in person or by proxy and shall not, at the beginning of the meeting,
object to the holding of such meeting because the meeting has not been lawfully
called or convened, or if every absent stockholder entitled to such notice shall
in writing, filed with the records of the meeting, either before or after the
holding thereof, waive such notice.
SECTION 6. Quorum and Adjournments. Except as otherwise provided by law or
by the Certificate of Incorporation, the presence in person or by proxy at any
meeting of stockholders of the holders of a majority of the voting power of the
shares of the capital stock of the Corporation issued, outstanding and entitled
to vote thereat, shall be requisite and shall constitute a quorum. If two or
more classes of stock are entitled to vote as separate classes upon any
question, then, in the case of each such class, a quorum for the consideration
of such question shall, except as otherwise provided by law or by the
Certificate of Incorporation, consist of a majority of the voting power of all
stock of that class issued, outstanding and entitled to vote. If a majority of
the voting power of shares of capital stock of the Corporation issued and
outstanding and entitled to vote thereat or, where a larger quorum is required,
such quorum, shall not be represented at any meeting of the stockholders
regularly called, the holders of a majority of the voting power of the shares
present or represented by proxy and entitled to vote thereat shall have power to
adjourn the meeting to another time, or to another time and place, without
notice other than announcement of adjournment at the meeting, and there may be
successive adjournments for like cause and in like manner until the requisite
amount of shares entitled to vote at such meeting shall be represented;
provided, however, that if the adjournment is for more than thirty (30) days,
notice of the hour, date and place of the adjourned meeting shall be given to
each stockholder entitled to vote thereat. Subject to the requirements of law
and the Certificate of Incorporation, on any issue on which two or more classes
of stock are entitled to vote separately, no adjournment shall be taken with
respect to any class for which a quorum is present unless the Chairman of the
meeting otherwise directs. At any meeting held to consider matters which were
subject to adjournment for want of a quorum at which the requisite amount of
shares entitled to vote thereat shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
SECTION 7. Votes; Proxies. Except as otherwise provided in the Certificate
of Incorporation, at each meeting of stockholders, every stockholder of record
at the closing of the transfer books, if closed, or on the date set by the Board
of Directors for the determination of stockholders entitled to vote at such
meeting, shall have one vote for each share of stock entitled to vote which is
registered in such stockholder's name on the books of the Corporation.
At each such meeting every stockholder entitled to vote shall be entitled
to do so in person, or by proxy appointed by an instrument in writing or as
otherwise permitted by law subscribed by such stockholder and bearing a date not
more than three (3) years prior to the meeting in question, unless said
instrument provides for a longer period during which it is to remain in force. A
duly executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 4
coupled is an interest in the stock itself or any interest in the Corporation
generally. A stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing with the Secretary of
the Corporation an instrument in writing or as otherwise permitted by law
revoking the proxy or another duly executed proxy bearing a later date.
Voting at meetings of stockholders need not be by written ballot and,
except as otherwise provided by law, need not be conducted by inspectors of
election unless so determined by the Chairman of the meeting or by the holders
of shares of stock having a majority of the votes which could be cast by the
holders of all outstanding shares of stock entitled to vote thereon which are
present in person or represented by proxy at such meeting. If it is required or
determined that inspectors of election be appointed, the Chairman shall appoint
two or more inspectors of election, who shall first take and subscribe an oath
or affirmation faithfully to execute the duties of inspectors at such meeting
with strict impartiality and according to the best of their ability. The
inspectors so appointed shall take charge of the polls and, after the balloting,
shall make a certificate of the result of the vote taken. No director or
candidate for the office of director shall be appointed as such inspector.
At any meeting at which a quorum is present, a plurality of the votes
properly cast for election to fill any vacancy on the Board of Directors shall
be sufficient to elect a candidate to fill such vacancy, and a majority of the
votes properly cast upon any other question shall decide the question, except in
any case where a larger vote is required by law, the Certificate of
Incorporation, these By-Laws, or otherwise.
SECTION 8. Organization. The Chairman of the Board, if there be one, or in
his or her absence the Vice Chairman, or in the absence of a Vice Chairman, the
President, or in the absence of the President, a Vice President, shall call
meetings of the stockholders to order and shall act as chairman thereof. The
Secretary of the Corporation, if present, shall act as secretary of all meetings
of stockholders, and, in his or her absence, the presiding officer may appoint a
secretary.
ARTICLE III DIRECTORS
---------------------
SECTION 1. Number. The business and affairs of the Corporation shall be
conducted and managed by a Board of Directors, none of whom needs to be a
stockholder. The number of directors for each year shall be fixed by the Board
of Directors (and not by the stockholders) from time to time, but shall not be
less than three nor more than fifteen persons. If the number is not so fixed,
the number shall remain as it stood immediately prior to such meeting.
The directors, other than those who may be elected by the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, shall be divided, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, as determined by the Board of Directors. One class shall hold
office initially for a term expiring at the annual meeting of stockholders to be
held in 1996,
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 5
another class to hold office initially for a term expiring at the annual meeting
of stockholders in 1997, and another class to hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1998, with each
member of each class to hold office until his or her successor is elected and
qualified, or until his or her earlier death, resignation or removal. At each
succeeding annual meeting of the stockholders of the Corporation, the successors
of the class of directors whose term expires at that meeting shall be elected by
plurality vote to hold office for a term expiring at the annual meeting for
stockholders held in the third year following the year of their election.
At any time during any year, except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, the number of directors may be
increased or reduced, in each case by vote of a majority of the directors in
office at the time of such increase or decrease, regardless of whether such
majority constitutes a quorum, provided that no such decrease shall affect the
term of any director then in office.
SECTION 2. Nomination of Directors. Only persons nominated in accordance
with the procedures set forth in this Section 2 shall be eligible for election
as directors. Nominations of persons for election to the Board of Directors may
be made at a meeting of stockholders (i) by or at the direction of the Board of
Directors, or (ii) by any stockholder of the Corporation entitled to vote for
the election of directors at such meeting who complies with the notice
procedures set forth in this Section 2. Such nominations, other than those made
by or at the direction of the Board, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 45 days(2) prior to the date of a
meeting; provided, however, that if fewer than 55 days' written notice or prior
public disclosure of the date of the meeting is given or made to stockholders or
to the stockholder proposing a director or directors for election, notice by the
stockholder to be timely must be so delivered or received not later than the
close of business on the 10th day following the earlier of (i) the day on which
such notice of the date of such meeting was mailed to such stockholder or
stockholders generally or (ii) the day on which such public disclosure was made.
A stockholder's notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director (a) the name, age, business address and residence address of such
person, (b) the principal occupation or employment of such person, (c) the class
and number of shares of the Corporation which are beneficially owned by such
person on the date of such stockholder's notice and (d) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including without limitation such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected), and
(ii) as to the stockholder giving the notice, (a) the name and address, as they
appear on the Corporation's books, of such stockholder and any other
stockholders known by
- - -----------------------
2 Amended May 1, 1996.
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 6
such stockholder to be supporting such nominees and (b) the class and number of
shares of the Corporation which are beneficially owned by such stockholder on
the date of such stockholder's notice and by any other stockholders known by
such stockholder to be supporting such nominees on the date of such
stockholder's notice.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 2.
The Chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the procedures
prescribed by the By-Laws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.
The foregoing requirements shall be in addition to any other requirements
imposed by applicable law or regulation.
SECTION 3. Removal. Subject to the rights of the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under specified circumstances,
any director may be removed from office by the stockholders in the manner
provided in this Section 3 of Article III. At any annual meeting of the
stockholders of the Corporation or at any special meeting of the stockholders of
the Corporation, the notice of which shall state that the removal of a director
or directors is among the purposes of the meeting, the affirmative vote of the
holders of at least 80 percent of the combined voting power of the outstanding
shares of capital stock of the Corporation entitled to vote in the election of
directors generally, voting together as a single class, may remove such director
or directors only for cause.
SECTION 4. Vacancies. If any vacancy shall occur among the directors, or
if the number of directors shall at any time be increased, such vacancy shall be
filled only by the directors then in office, although less than a quorum, by a
majority vote of the directors then in office or by the sole remaining director,
or, if no directors then remain, by the stockholders of the Corporation.
SECTION 5. Meetings. Meetings of the Board of Directors shall be held at
such place, within or without the State of Delaware, as may from time to time be
fixed by resolution of the Board of Directors or by the Chairman of the Board,
if there be one, or by the President, and as may be specified in the notice or
waiver of notice of any meeting. Meetings may be held at any time upon the call
of the Chairman of the Board, if there be one, or the President or any two (2)
of the directors in office by oral, telegraphic, telex, telecopy or other form
of electronic transmission, or written notice, duly served or sent or mailed to
each director not less than twenty-four (24) hours before such meeting, except
that, if mailed, not less than seventy-two (72) hours before such meeting.
Meetings may be held at any time and place without notice if all the
directors are present and do not object to the holding of such meeting for lack
of proper notice or if those not present shall, in writing or by telegram,
telex, telecopy or other form of electronic transmission, waive notice thereof
before or after the meeting. A regular meeting of the Board may be held without
notice immediately following the annual meeting of stockholders at the place
where such meeting is held. Regular meetings of the Board may also be held
without notice at such time and
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 7
place as shall from time to time be determined by resolution of the Board.
Except as otherwise provided by law, the Certificate of Incorporation or
otherwise, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors or any committee thereof
need be specified in any written waiver of notice.
Members of the Board of Directors or any committee thereof may participate
in a meeting of such Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other and participation in a meeting pursuant to the
foregoing provisions shall constitute presence in person at the meeting.
SECTION 6. Votes. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the vote of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 7. Quorum and Adjournment. Except as otherwise provided by law,
the Certificate of Incorporation or these By-Laws, a majority of the directors
shall constitute a quorum for the transaction of business. If at any meeting of
the Board there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time without notice other than announcement
of the adjournment at the meeting, and at such adjourned meeting at which a
quorum is present any business may be transacted which might have been
transacted at the meeting as originally noticed.
SECTION 8. Compensation. Directors may receive compensation for their
services, as such, and for service on any committee of the Board of Directors,
as fixed by resolution of the Board of Directors and for expenses of attendance
at each regular or special meeting of the Board or any Committee thereof.
Nothing in this Section shall be construed to preclude a director from serving
the Corporation in any other capacity and receiving compensation therefor.
SECTION 9. Action By Consent of Directors. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
Such consent shall be treated as a vote adopted at a meeting for all purposes.
Such consents may be executed in one or more counterparts and not every Director
or committee member need sign the same counterpart.
ARTICLE IV COMMITTEES OF DIRECTORS
-----------------------------------
SECTION 1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Executive Committee of two
(2) or more members, to serve during the pleasure of the Board, to consist of
such directors as the Board may from time to time designate. The Board of
Directors shall designate the Chairman of the Executive Committee.
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 8
a. Procedure. The Executive Committee shall, by a vote of a majority of
its members, fix its own times and places of meeting, determine the
number of its members constituting a quorum for the transaction of
business, and prescribe its own rules of procedure, no change in
which shall be made save by a majority vote of its members.
b. Responsibilities. During the intervals between the meetings of
the Board of Directors, except as otherwise provided by the Board of
Directors in establishing such Committee or otherwise, the Executive
Committee shall possess and may exercise all the powers of the Board
in the management and direction of the business and affairs of the
Corporation; provided, however, that the Executive Committee shall
not, except to the extent otherwise provided in the Certificate of
Incorporation or a resolution providing for the issuance of shares
of stock adopted by the Board of Directors as provided in Section
151(a) of the Delaware General Business Corporation Law, have the
power:
(1) to amend or authorize the amendment of the Certificate of
Incorporation or these By-Laws;
(2) to authorize the issuance of stock;
(3) to authorize the payment of any dividend;
(4) to adopt an agreement of merger or consolidation of the
Corporation or to recommend to the stockholders the sale,
lease or exchange of all or substantially all the property and
business of the Corporation;
(5) to recommend to the stockholders a dissolution, or a
revocation of a dissolution, of the Corporation ; or
(6) to adopt a certificate of ownership and merger pursuant to
Section 253 of the Delaware Business Corporation Law.
c. Reports. The Executive Committee shall keep regular minutes of its
proceedings, and all action by the Executive Committee shall be
reported promptly to the Board of Directors. Such action shall be
subject to review, amendment and repeal by the Board, provided that
no rights of third parties shall be adversely affected by such
review, amendment or repeal.
SECTION 2. Audit Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Audit Committee of two (2)
or more members who shall not be officers (the Chairman of the Board and the
Vice Chairman of the Board, if any, not being deemed officers for this purpose)
or employees of the Corporation to serve during the
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 9
pleasure of the Board. The Board of Directors shall designate the Chairman of
the Audit Committee.
a. Procedure. The Audit Committee, by a vote of a majority of its
members, shall fix its own times and places of meeting, shall
determine the number of its members constituting a quorum for the
transaction of business, and shall prescribe its own rules of
procedure, no change in which shall be made save by a majority vote
of its members.
b. Responsibilities. The Audit Committee shall review the annual
financial statements of the Corporation prior to their submission to
the Board of Directors, shall consult with the Corporation's
independent auditors, and may examine and consider such other
matters in relation to the internal and external audit of the
Corporation's accounts and in relation to the financial affairs of
the Corporation and its accounts, including the selection and
retention of independent auditors, as the Audit Committee may, in
its discretion, determine to be desirable.
c. Reports. The Audit Committee shall keep regular minutes of its
proceedings, and all action by the Audit Committee shall, from time
to time, be reported to the Board of Directors as it shall direct.
Such action shall be subject to review, amendment and repeal by the
Board, provided that no rights of third parties shall be adversely
affected by such review, amendment or repeal.
SECTION 3. Other Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, at any time appoint one or more other
committees from its own number. Every such committee must include at least one
member of the Board of Directors. The Board may from time to time designate or
alter, within the limits permitted by law, the Certificate of Incorporation and
this Article, if applicable, the duties, powers and number of members of such
other committees or change their membership, and may at any time abolish such
other committees or any of them.
a. Procedure. Each committee appointed pursuant to this Section shall,
by a vote of a majority of its members, fix its own times and places
of meeting, determine the number of its members constituting a
quorum for the transaction of business, and prescribe its own rules
of procedure, no change in which shall be made save by a majority
vote of its members.
b. Responsibilities. Each committee appointed pursuant to this Section
shall exercise the powers assigned to it by the Board of Directors
in its discretion.
c. Reports. Each committee appointed pursuant to this Section shall
keep regular minutes of proceedings, and all action by each such
committee shall, from time to time, be reported to the Board of
Directors as it shall direct. Such action shall be subject to
review, amendment and repeal by the Board, provided that no rights
of third parties shall be adversely affected by such review,
amendment or repeal.
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 10
SECTION 4. Term of Office. Each member of a committee shall hold office
until the first meeting of the Board of Directors following the annual meeting
of stockholders (or until such other time as the Board of Directors may
determine, either in the vote establishing the committee or at the election of
such member or otherwise) and until his or her successor is elected and
qualified, or until he or she sooner dies, resigns, is removed, is replaced by
change of membership or becomes disqualified by ceasing to be a director (where
membership on the Board is required), or until the committee is sooner abolished
by the Board of Directors.
ARTICLE V OFFICERS
---------------------
SECTION 1. Officers. The Board of Directors shall elect a President, a
Secretary and a Treasurer, and, in their discretion, may elect a Chairman of the
Board, a Vice Chairman of the Board, a Controller, and one or more Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Assistant Controllers and such other officers as deemed
necessary or appropriate. Such officers shall be elected annually by the Board
of Directors at its first meeting following the annual meeting of stockholders
(or at such other meeting as the Board of Directors determines), and each shall
hold office for the term provided by the vote of the Board, except that each
will be subject to removal from office in the discretion of the Board as
provided herein. The powers and duties of more than one office may be exercised
and performed by the same person.
SECTION 2. Vacancies. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.
SECTION 3. Chairman of the Board. The Chairman of the Board of Directors,
if any, shall be the chief executive officer of the Corporation, and, subject to
the direction of the Board of Directors, shall have general charge of the
management and direction of the business, affairs and property of the
Corporation, and general supervision over its other officers and agents, and,
when present, shall preside at all meetings of the stockholders and the Board of
Directors. The Chairman of the Board of Directors shall perform such other
duties and have such other powers as the Board of Directors shall designate from
time to time.
SECTION 4. President. The President shall be the chief operating officer
of the Corporation. In general, he shall perform all duties incident to the
office of President and chief operating officer and shall see that all orders
and resolutions of the Board of Directors are carried into effect and shall
perform such other executive, supervisory and management functions and duties as
may be assigned to him from time to time by the Board of Directors or the
Chairman of the Board.
SECTION 5. Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents. Each Executive Vice President, Senior Vice President and Vice
President shall have and exercise such powers and shall perform such duties as
from time to time may be assigned to him or to her by the Board of Directors or
the President.
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 11
SECTION 6. Secretary. The Secretary shall keep the minutes of all meetings
of the stockholders and of the Board of Directors in books provided for the
purpose; shall see that all notices are duly given in accordance with the
provisions of law and these By-Laws; the Secretary shall be custodian of the
records and of the corporate seal or seals of the Corporation; shall see that
the corporate seal is affixed to all documents the execution of which, on behalf
of the Corporation under its seal, is duly authorized, and, when the seal is so
affixed, he or she may attest the same; and, in general, the Secretary shall
perform all duties incident to the office of secretary of a corporation, and
such other duties as from time to time may be assigned to him or her by the
Board of Directors.
SECTION 7. Assistant Secretaries. The Assistant Secretaries in order of
their seniority shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Secretary.
SECTION 8. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust companies
or other depositaries as shall, from time to time, be selected by the Board of
Directors; may endorse for collection on behalf of the Corporation checks, notes
and other obligations; may sign receipts and vouchers for payments made to the
Corporation; may sign checks of the Corporation, singly or jointly with another
person as the Board of Directors may authorize, and pay out and dispose of the
proceeds under the direction of the Board; the Treasurer shall render to the
President and to the Board of Directors, whenever requested, an account of the
financial condition of the Corporation; and in general, shall perform all the
duties incident to the office of treasurer of a corporation, and such other
duties as from time to time may be assigned by the Board of Directors.
SECTION 9. Assistant Treasurers. The Assistant Treasurers in order of
their seniority shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Treasurer.
SECTION 10. Controller. The Controller, if elected, shall be the chief
accounting officer of the Corporation and shall perform all duties incident to
the office of a controller of a corporation, and, in the absence of or
disability of the Treasurer or any Assistant Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties as the
Board of Directors shall prescribe or as from time to time may be assigned by
the Chairman of the Board, if any, the President or the Treasurer.
SECTION 11. Assistant Controllers. The Assistant Controllers in order of
their seniority shall, in the absence or disability of the Controller, perform
the duties and exercise the powers of the Controller and shall perform such
other duties as the Board of Directors shall prescribe or as from time to time
may be assigned by the Controller.
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 12
SECTION 12. Subordinate Officers. The Board of Directors may appoint such
subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.
SECTION 13. Compensation. The Board of Directors shall fix the
compensation of all officers of the Corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers.
SECTION 14. Removal. Any officer of the Corporation may be removed,
with or without cause, by action of the Board of Directors.
SECTION 15. Bonds. The Board of Directors may require any officer of the
Corporation to give a bond to the Corporation, conditional upon the faithful
performance of his or her duties, with one or more sureties and in such amount
as may be satisfactory to the Board of Directors.
ARTICLE VI CERTIFICATES OF STOCK
-----------------------------------
SECTION 1. Form and Execution of Certificates. The interest of each
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board of Directors may from
time to time prescribe. The certificates of stock of each class shall be
consecutively numbered and signed by the Chairman or Vice Chairman of the Board,
if any, the President, an Executive Vice President, Senior Vice President or a
Vice President and by the Secretary, an Assistant Secretary, the Treasurer or an
Assistant Treasurer of the Corporation, and may be countersigned and registered
in such manner as the Board of Directors may by resolution prescribe, and shall
bear the corporate seal or a printed or engraved facsimile thereof. Where any
such certificate is signed by a transfer agent or transfer clerk acting on
behalf of the Corporation, the signatures of any such Chairman, Vice Chairman,
President, Executive Vice President, Senior Vice President, Vice President,
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be
facsimiles, engraved or printed. In case any officer or officers, who shall have
signed, or whose facsimile signature or signatures shall have been used on, any
such certificate or certificates, shall cease to be such officer or officers,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered by the Corporation as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures shall have been used thereon had not
ceased to be such officer or officers.
In case the corporate seal which has been affixed to, impressed on, or
reproduced in any such certificate or certificates shall cease to be the seal of
the Corporation before such certificate
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 13
or certificates have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered by the Corporation as
though the seal affixed thereto, impressed thereon or reproduced therein had not
ceased to be the seal of the Corporation.
Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to law, the Certificate of Incorporation, these By-Laws, or
any agreement to which the Corporation is a party, shall have the restriction
noted conspicuously on the certificate, and shall also set forth, on the face or
back, either the full text of the restriction or a statement of the existence of
such restriction and (except if such restriction is imposed by law) a statement
that the Corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.
Every certificate issued when the Corporation is authorized to issue more
than one class or series of stock shall set forth on its face or back either the
full text of the preferences, voting powers, qualifications, and special and
relative rights of the shares of each class and series authorized to be issued,
or a statement of the existence of such preferences, powers, qualifications and
rights, and a statement that the Corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.
SECTION 2. Transfer of Shares. The shares of the stock of the Corporation
shall be transferred on the books of the Corporation by the holder thereof in
person or by his or her attorney lawfully constituted, upon surrender for
cancellation of certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, with
such proof or guaranty of the authenticity of the signature as the Corporation
or its agents may reasonably require. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person
whether or not it shall have express or other notice thereof, save as expressly
provided by law, by the Certificate of Incorporation or these By-Laws. It shall
be the duty of each stockholder to notify the Corporation of his or her post
office address.
SECTION 3. Closing of Transfer Books. The stock transfer books of the
Corporation may, if deemed appropriate by the Board of Directors, be closed for
such length of time not exceeding fifty (50) days as the Board of Directors (but
not the stockholders) may determine, preceding the date of any meeting of
stockholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any issuance, change, conversion or
exchange of capital stock shall go into effect, during which time no transfer of
stock on the books of the Corporation may be made.
SECTION 4. Fixing Date for Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors (but not the stockholders) may fix a record date, which
record date shall not precede
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 14
the date upon which the resolution fixing the record date is adopted by the
Board of Directors and which record date: (a) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, the Certificate of
Incorporation or these By-Laws, not be more than sixty (60) nor less than ten
(10) days before the date of such meeting; and (b) in the case of any other
action, shall not be more than sixty (60) days prior to such other action. If no
record date is fixed: (a) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; and (b) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors (but not the stockholders) may fix a new record date
for the adjourned meeting.
SECTION 5. Lost or Destroyed Certificates. In case of the loss or
destruction of any certificate of stock, a new certificate may be issued under
the following conditions:
a. The owner of said certificate shall file with the Secretary or
any Assistant Secretary of the Corporation an affidavit giving the
facts in relation to the ownership, and in relation to the loss or
destruction of said certificate, stating its number and the number
of shares represented thereby; such affidavit shall be in such form
and contain such statements as shall satisfy the Chairman or Vice
Chairman of the Board, if any, the President, any Executive Vice
President, any Senior Vice President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant
Treasurer, that said certificate has been accidentally destroyed or
lost, and that a new certificate ought to be issued in lieu thereof.
Upon being so satisfied, any such officer may require such owner to
furnish the Corporation a bond in such sum and in such form as he or
she may deem advisable, and with a surety or sureties approved by
him or her, to indemnify and save harmless the Corporation from any
claim, loss, damage or liability which may be occasioned by the
issuance of a new certificate in lieu thereof. Upon such bond being
so filed, if so required, a new certificate for the same number of
shares shall be issued to the owner of the certificate so lost or
destroyed; and the transfer agent and registrar, if any, of stock
shall countersign and register such new certificate upon receipt of
a written order signed by any such officer, and thereupon the
Corporation may save harmless said transfer agent and registrar in
the premises. In case of the surrender of the original certificate,
in lieu of which a new certificate has been issued, or the surrender
of such new certificate, for cancellation, the bond of indemnity
given as a condition of the issue of such new certificate may be
surrendered; or
b. The Board of Directors of the Corporation may by resolution
authorize and direct any transfer agent or registrar of stock of the
Corporation to issue and register respectively from time to time
without further action or approval by or on behalf
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 15
of the Corporation new certificates of stock to replace certificates
reported lost, stolen or destroyed upon receipt of an affidavit of
loss and bond of indemnity in form and amount and with surety
satisfactory to such transfer agent or registrar in each instance or
upon such terms and conditions as the Board of Directors may
determine.
SECTION 6. Uncertificated Shares. The Board of Directors of the
Corporation may by resolution provide that one or more of any or all classes or
series of the stock of the Corporation shall be uncertificated shares, subject
to the provisions of Section 158 of the Delaware General Corporation Law.
SECTION 7. Transfer Agents and Registrars; Further Regulations. The Board
of Directors may appoint one or more banks, trust companies or corporations
doing a corporate trust business, in good standing under the laws of the United
States or any state therein, to act as the Corporation's transfer agent and/or
registrar for shares of one or more classes or series of its stock, and the
Board may make such other and further regulations, not inconsistent with
applicable law, as it may deem expedient concerning the issue, transfer and
registration of the Corporation's stock and stock certificates.
ARTICLE VII EXECUTION OF DOCUMENTS
-------------------------------------
SECTION 1. Execution of Checks, Notes, etc. All checks and drafts on the
Corporation's bank accounts and all bills of exchange and promissory notes, and
all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or officers, or agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors, which may in
its discretion authorize any such signatures to be facsimile.
SECTION 2. Execution of Contracts, Assignments, etc. Unless the Board of
Directors shall have otherwise provided generally or in a specific instance, all
contracts, agreements, endorsements, assignments, transfers, stock powers, or
other instruments shall be signed by the Chairman or Vice Chairman of the Board,
if any, the President, any Executive Vice President, any Senior Vice President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer or any
Assistant Treasurer. The Board of Directors may, however, in its discretion,
require any or all such instruments to be signed by any two or more of such
officers, or may permit any or all of such instruments to be signed by such
other officer or officers, agent or agents, as it shall thereunto authorize from
time to time.
SECTION 3. Execution of Proxies. The Chairman or Vice Chairman of the
Board, if any, the President, any Executive Vice President, any Senior Vice
President or any Vice President, and the Secretary, the Treasurer, any Assistant
Secretary or any Assistant Treasurer, or any other officer designated by the
Board of Directors, may sign on behalf of the Corporation proxies to vote upon
shares of stock of other companies standing in the name of the Corporation.
<PAGE>
By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 16
ARTICLE VIII INSPECTION OF BOOKS
--------------------------------
The Board of Directors shall determine from time to time whether, and if
allowed, to what extent and at what time and places and under what conditions
and regulations, the accounts and books of the Corporation (except such as may
by law be specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as conferred
by the laws of the State of Delaware, unless and until authorized so to do by
resolution of the Board of Directors or of the stockholders of the Corporation.
ARTICLE IX FISCAL YEAR
-----------------------
The fiscal year of the Corporation shall be determined from time to time
by vote of the Board of Directors.
ARTICLE X SEAL
-----------------
The seal of the Corporation shall, subject to alteration by the Board of
Directors, consist of a flat-faced circular die with the word "Delaware",
together with the name of the Corporation and the year of incorporation, cut or
engraved thereon.
ARTICLE XI AMENDMENTS
-----------------------
These By-Laws may be altered, amended, changed or repealed and new By-Laws
adopted by the stockholders or by the Board of Directors in accordance with the
provisions set forth in the Certificate of Incorporation, in either case at any
meeting called for that purpose at which a quorum shall be present. Any By-Law,
whether made, altered, amended, changed or repealed by the stockholders or the
Board of Directors may be repealed, amended, changed, further amended, changed,
repealed or reinstated, as the case may be, either by the stockholders or by the
Board of Directors as above provided.
Exhibit 11
IRON MOUNTAIN INCORPORATED
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(Amounts in Thousands except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ---------------------------
1995 1996 1995 1996
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income (loss) applicable to common
stockholders $ (259) $ 411 $ (533) $ 417
========= ======== ========= ========
Weighted Average Shares:
Common Stock - Voting -- 9,627 -- 7,987
Common Stock - Non-voting -- 500 -- 415
Class A Common Stock 34 -- 31 8
Series A1 Preferred Stock 988 -- 988 22
Series A2 Preferred Stock 1,947 -- 1,961 330
Series A3 Preferred Stock -- -- -- 146
Series C Preferred Stock 4,810 -- 4,810 819
--------- -------- --------- --------
Weighted average shares outstanding 7,779 10,127 7,790 9,727
Dilutive effect of stock options
considered common stock equivalents
computed under the treasury stock
method using the average price -- 209 -- 172
--------- -------- --------- --------
Weighted average common and common
equivalent shares outstanding 7,779 10,336 7,790 9,899
========= ======== ========= ========
Net income (loss) per common and common
equivalent share $ (0.03) 0.04 (0.07) 0.04
========= ======== ========= ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996 AND THE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0001004317
<NAME> IRON MOUNTAIN INCORPORATED
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1.000
<CASH> 2,232
<SECURITIES> 0
<RECEIVABLES> 20,546
<ALLOWANCES> (790)
<INVENTORY> 523
<CURRENT-ASSETS> 25,865
<PP&E> 141,601
<DEPRECIATION> (38,597)
<TOTAL-ASSETS> 212,630
<CURRENT-LIABILITIES> 23,129
<BONDS> 118,894
0
0
<COMMON> 101
<OTHER-SE> 54,628
<TOTAL-LIABILITY-AND-EQUITY> 212,630
<SALES> 63,950
<TOTAL-REVENUES> 63,950
<CGS> 32,383
<TOTAL-COSTS> 55,980
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,385
<INCOME-PRETAX> 1,585
<INCOME-TAX> 888
<INCOME-CONTINUING> 697
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 697
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
