UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 March 31, 1997
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
-------
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3107342
-------- ----------
(State or Other Jurisdiction of (IRS 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 May 6, 1997, there were 9,687,082 shares of the Registrant's Common Stock,
par value $0.01 per share, and 454,590 shares of the Registrant's Nonvoting
Common Stock, par value $0.01 per share, outstanding.
<PAGE>
IRON MOUNTAIN INCORPORATED
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets at December 31, 1996 and
March 31, 1997 (Unaudited) 3
Condensed Consolidated Statements of Operations for the Three Months Ended
March 31, 1996 and 1997 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1996 and 1997 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements (Unaudited) 6 - 8
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of
Operations 9 - 11
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities 12
Item 6 - Exhibits and Reports on Form 8-K 12-13
Signatures 14
</TABLE>
2
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
------------------- -------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 3,453 $ 1,767
Accounts Receivable (less allowances of $1,061
and $1,076, respectively) 24,136 25,789
Inventories 767 923
Deferred Income Taxes 3,378 3,718
Prepaid Expenses and Other Current Assets 3,054 3,969
----------- -----------
Total Current Assets 34,788 36,166
PROPERTY, PLANT AND EQUIPMENT:
Property, Plant and Equipment at Cost 163,495 170,776
Less: Accumulated Depreciation (45,146) (48,939)
----------- -----------
Property, Plant and Equipment, net 118,349 121,837
OTHER ASSETS:
Goodwill, net 109,363 123,378
Customer Acquisition Costs, net 6,334 6,373
Deferred Financing Costs, net 7,358 7,299
Other 5,607 6,744
----------- -----------
Total Other Assets 128,662 143,794
----------- -----------
Total Assets $ 281,799 $ 301,797
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current Portion of Long-term Debt $ 396 $ 373
Accounts Payable 3,750 3,180
Accrued Expenses 17,275 20,443
Deferred Income 4,995 5,303
Other Current Liabilities 414 557
----------- -----------
Total Current Liabilities 26,830 29,856
LONG-TERM DEBT, NET OF CURRENT PORTION 184,337 201,092
DEFERRED RENT 7,651 8,138
DEFERRED INCOME TAXES 4,021 4,209
OTHER LONG-TERM LIABILITIES 6,576 6,568
COMMITMENTS AND CONTINGENCIES (SEE NOTE 5)
STOCKHOLDERS' EQUITY:
Common Stock 96 96
Common Stock - Nonvoting 5 5
Additional Paid-in Capital 62,135 62,201
Accumulated Deficit (9,852) (10,368)
----------- -----------
Total Stockholders' Equity 52,384 51,934
----------- -----------
Total Liabilities and Stockholders' Equity $ 281,799 $ 301,797
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
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 March 31,
----------------------------------------
1996 1997
------------------ ------------------
<S> <C> <C>
REVENUES:
Storage $ 19,154 $ 25,823
Service and Storage Material Sales 11,874 16,331
----------- -----------
Total Revenues 31,028 42,154
OPERATING EXPENSES:
Cost of Sales (Excluding Depreciation) 15,668 21,764
Selling, General and Administrative 7,807 10,207
Depreciation and Amortization 3,608 5,722
----------- -----------
Total Operating Expenses 27,083 37,693
----------- -----------
OPERATING INCOME 3,945 4,461
INTEREST EXPENSE 3,294 5,140
----------- -----------
Income (Loss) Before Provision (Credit) for Income Taxes 651 (679)
PROVISION (CREDIT) FOR INCOME TAXES 365 (163)
----------- -----------
Net Income (Loss) 286 (516)
ACCRETION OF REDEEMABLE PUT WARRANT 280 --
----------- -----------
Net Income (Loss) Applicable to Common Stockholders $ 6 $ (516)
=========== ===========
NET INCOME (LOSS) PER COMMON AND COMMON
EQUIVALENT SHARE $ 0.00 $ (0.05)
=========== ===========
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 9,327 10,137
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------------------
1996 1997
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 286 $ (516)
Adjustments to Reconcile Net Income (Loss) to Cash
Flows Provided by Operations:
Depreciation and Amortization 3,608 5,722
Amortization of Financing Costs 218 223
Changes in Assets and Liabilities (Exclusive of Acquisitions):
Accounts Receivable (1,055) (1,339)
Inventories (124) (89)
Prepaid Expenses and Other Current Assets 339 (900)
Deferred Income Taxes 74 (152)
Other Assets 715 224
Accounts Payable 2,265 (570)
Accrued Expenses (903) 2,767
Deferred Income (276) 34
Other Current Liabilities (138) 143
Deferred Rent (22) 487
Other Long-term Liabilities 1 (623)
----------- ------------
Cash Flows Provided by Operations 4,988 5,411
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Paid for Acquisitions (13,168) (18,016)
Capital Expenditures (5,694) (5,426)
Additions to Customer Acquisition Costs (142) (214)
Other (19) --
----------- ------------
Cash Flows Used in Investing Activities (19,023) (23,656)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Debt (28,392) (742)
Proceeds from Borrowings 15,000 17,400
Financing Costs (24) (165)
Proceeds from Exercise of Stock Options -- 66
Proceeds from Initial Public Offering, Net of Costs and Expenses 33,344 --
Retirement of Put Warrant (6,612) --
----------- -----------
Cash Flows Provided by Financing Activities 13,316 16,559
----------- -----------
DECREASE IN CASH AND CASH EQUIVALENTS (719) (1,686)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,585 3,453
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 866 $ 1,767
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<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 consolidated balance sheet presented as of December 31, 1996, 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 financial statements and notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.
(2) ACQUISITIONS
During the three months ended March 31, 1997, the Company purchased
substantially all of the assets, and assumed certain liabilities, of four
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
1997 acquisitions exceeded the underlying fair value of the net assets acquired
by $15,428, 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 revolving credit facility. A
summary of the cash consideration and allocation of the purchase price as of the
acquisition dates are as follows:
1997
------------
Fair Value of Assets Acquired in 1997 $ 19,380
Liabilities Assumed (1,364)
------------
Cash Paid $ 18,016
============
The following unaudited pro forma combined information shows the results of the
Company's operations for the year ended December 31, 1996 and the three months
ended March 31, 1997, as though each of the completed acquisitions had occurred
as of the beginning of the respective year.
6
<PAGE>
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands except Per Share Data)
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
Year Ended Three Months Ended
December 31, 1996 March 31, 1997
---------------------- ----------------------
<S> <C> <C>
Revenues $ 160,966 $ 42,708
Net Loss (4,127) (601)
Accretion of Redeemable Put Warrant 280 --
--------------- ---------------
Net Loss Applicable to Stockholders $ (4,407) $ (601)
============== ===============
Net Loss per Share $ (0.43) $ (0.06)
============== ===============
</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 the beginning of each year 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. Certain acquisitions were not
included in the pro forma results as their effect was immaterial.
In addition to the acquisitions described above, in February 1997, the Company
announced that it had reached a definitive agreement to merge (the "Merger")
with Safesite Records Management Corporation ("Safesite"), a privately held
company based in the Boston, Massachusetts area. Safesite stockholders and
holders of exercisable options will receive Iron Mountain common stock valued at
approximately $50 million, plus approximately $12 million in cash. The number of
shares of Iron Mountain common stock will be determined based on its market
price, using a "collar" with a floor of $26.00 and a ceiling of $31.00. The
Merger is subject to the approval of Safesite's stockholders and is expected to
be completed in June of 1997.
(4) LONG-TERM DEBT
Long-term debt as of December 31, 1996 and March 31, 1997, is as follows:
<TABLE>
<CAPTION>
1996 1997
---------------------------------
<S> <C> <C>
10-1/8% Senior Subordinated Notes $ 165,000 $ 165,000
$150,000 Revolving Credit Facility 9,000 25,800
Real Estate Mortgages 10,733 10,591
Other -- 74
-------------- --------------
Total Long-term Debt 184,733 201,465
Less--Current Portion (396) (373)
-------------- --------------
Long-term Debt, Net of Current Portion $ 184,337 $ 201,092
============== ==============
</TABLE>
7
<PAGE>
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands except Per Share Data)
(Unaudited)
(Continued)
(5) COMMITMENTS AND CONTINGENCIES
Litigation
Iron Mountain is presently involved as a defendant in certain 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.
Facility Fire
In March 1997, Iron Mountain experienced three fires that resulted in extensive
damage to two of its records management facilities in South Brunswick, New
Jersey. The affected facilities represented less than three percent of revenues
and less than two percent of EBITDA for 1996. Management believes that insurance
will cover substantially all of Iron Mountain's property and business
interruption losses relating to the fires. However, Iron Mountain may incur
costs as a result of the fires which will not be covered by insurance.
Management is unable to estimate at this time the amount of such costs. The
claims process is lengthy and its outcome cannot be predicted with certainty.
Based on its present assessment of the situation, management does not believe
that the fires will have a material adverse effect on Iron Mountain's financial
condition or results of operations, although there can be no assurance in this
regard.
(6) EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share". The
Company is required to adopt the new standard in its 1997 year end financial
statements. Pursuant to the requirements of SFAS No. 128, all prior period
Earnings Per Share ("EPS"), information will be restated at that time. The new
statement cannot be adopted early. Had the Company calculated EPS as prescribed
by SFAS No. 128, there would have been no change in the reported EPS amounts for
any of the periods shown.
(7) SUBSEQUENT EVENTS
During the period from April 1, 1997 through May 7, 1997, the Company acquired
three records management businesses for approximately $17,300 in transactions
that were accounted for as purchases.
8
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations for the three
months ended March 31, 1996 and 1997 should be read in conjunction with the
consolidated financial statements and footnotes for the three months ended March
31, 1997, included herein, and the year ended December 31, 1996, included in the
Company's Annual Report filed on Form 10-K.
Results of Operations
Storage revenues increased $6.7 million, or 34.8%, to $25.8 million for the
first quarter of 1997 from $19.1 million for the first quarter of 1996. Twenty
acquisitions completed by the Company in 1996 and the first quarter of 1997
accounted for $4.9 million, or 74.1%, of such increase. The balance of the
storage revenue 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 $4.5 million, or 37.5%, to
$16.4 million for the first quarter of 1997 from $11.9 million for the first
quarter of 1996. Acquisitions accounted for $3.6 million, or 80.5%, 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 $11.2 million, or
35.9%, to $42.2 million for the first quarter of 1997 from $31.0 million for the
first quarter of 1996. Of such increase, $8.5 million, or 76.7%, was
attributable to acquisitions completed by the Company in 1996 and the first
quarter of 1997.
Cost of sales (excluding depreciation) increased $6.1 million, or 38.9%, to
$21.8 million (51.6% of revenues) for the first quarter of 1997 from $15.7
million (50.5% of revenues) for the first quarter of 1996. The increase was
primarily attributable to the increase in Cartons stored and expenses related to
certain facility relocations. The increase as a percentage of revenues was
primarily attributable to recent acquisitions, which initially have lower gross
margins than the rest of the Company.
Selling, general and administrative expenses increased $2.4 million, or 30.7%,
to $10.2 million (24.2% of revenues) for the first quarter of 1997 from $7.8
million (25.2% of revenues) for the first quarter of 1996. The increase was
primarily attributable to increased personnel, office and overhead costs needed
to support the Company's growth. Also, selling, general and administrative
expenses of acquired companies tend to be higher than Iron Mountain's, and
anticipated cost reductions and other synergies are not realized immediately.
Depreciation and amortization increased $2.1 million, or 58.6%, to $5.7 million
(13.6% of revenues) for the first quarter of 1997 from $3.6 million (11.6% of
revenues) for the first quarter of 1996. The increase was primarily attributable
to the additional depreciation and amortization related to the aforementioned
acquisitions and capital expenditures.
As a result of the foregoing factors, operating income increased $0.5 million,
or 13.1%, to $4.5 million (10.6% of revenues) for the first quarter of 1997 from
$3.9 million (12.7% of revenues) for first quarter of 1996.
Interest expense increased $1.8 million, or 56.0%, to $5.1 million for the first
quarter of 1997 from $3.3 million for the first quarter of 1996. The increase
was primarily attributable to higher effective interest rates
9
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
as a result of the sale of the 10-1/8% Senior Subordinated Notes (the "Notes"),
and increased indebtedness to finance acquisitions.
As a result of the foregoing factors, income (loss) before provision (credit)
for income taxes decreased $1.3 million to a loss of $0.7 million (1.6% of
revenues) in the first quarter of 1997 from income of $0.7 million (2.1% of
revenues) for the first quarter of 1996. Provision (credit) for income taxes was
a credit of $0.2 million for the first quarter of 1997 compared with a provision
of $0.4 million for the first quarter of 1996. The Company's effective tax rate
is less favorable 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 expense for
asset purchases. Since the Company will acquire all of the outstanding capital
stock of Safesite in the Merger, goodwill associated with the acquisition will
be non-deductible.
Net income (loss) decreased $0.8 million to a net loss of $0.5 million (1.2% of
revenues) for the first quarter of 1997 from net income of $0.3 million (0.9% of
revenues) for the first quarter of 1996. Net income (loss) applicable to common
stockholders was a net loss of $0.5 million (1.2% of revenues) for the first
quarter of 1997 compared to net income of $0.0 million (0.0% of revenues) for
the first quarter of 1996, which included a $0.3 million charge for the
accretion of 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 accretion.
As a result of the foregoing factors, earnings before interest, taxes,
depreciation, amortization and extraordinary charges ("EBITDA") increased $2.6
million, or 34.8%, to $10.2 million (24.2% of revenues) for the first quarter of
1997 from $7.6 million (24.3% of revenues) for the first quarter of 1996.
In March 1997, Iron Mountain experienced three fires that resulted in extensive
damage to two of its records management facilities in South Brunswick, New
Jersey. Approximately 1.0 million of the 1.2 million Cartons stored at these
facilities were destroyed. The fires are believed to have been caused by arson
and are under investigation by local, state and federal authorities. The
affected facilities account for only two of the Company's 117 facilities
nationwide (as of March 17, 1997), and represented less than three percent of
revenues and less than two percent of EBITDA for 1996. Management believes that
insurance will cover substantially all of the Company's property and business
interruption losses relating to the fires. However, the Company may incur costs
as a result of the fires which will not be covered by insurance. Management is
unable to estimate at this time the amount of such costs. The claims process is
lengthy and its outcome cannot be predicted with certainty. Based on its present
assessment of the situation, management does not believe that the fires will
have a material adverse effect on the Company's financial condition or results
of operations, although there can be no assurance in this regard.
Financial Condition and Liquidity
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 quarter of 1997 amounted to $18.0 million, $5.4
million and $0.2 million, respectively. These investments have been funded
through cash flows from operations and borrowings under the Company's revolving
credit facility.
Net cash provided by operations was $5.4 million for the first quarter of 1997
compared to $5.0 million for the same period in 1996. The increase resulted from
increases in EBITDA and accrued expenses, primarily
10
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
interest payable, which were partially offset by increased accounts receivable
related to increased revenues. Net cash provided by financing activities was
$16.6 million for the first quarter of 1997, consisting primarily of increased
indebtedness of $17.4 million offset by the repayment of certain indebtedness of
$0.7 million. As of March 31, 1997, the Company had $124.2 million available
under its $150.0 million revolving credit facility. Subsequent to March 31,
1997, the Company had net borrowings of approximately $25.6 million under the
revolving credit facility to fund the purchase price of three records management
businesses and the first semi-annual interest payment on the Notes.
The Company has historically financed its acquisitions with borrowings under its
credit agreements in conjunction with cash flows provided by operations and,
more recently, with a portion of the proceeds from the Company's initial public
offering and the sale of the Notes. However, for the Safesite acquisition, which
is expected to close in June of 1997, approximately $50 million of the $62
million purchase price will be in the form of the Company's common stock or
immediately exercisable options to acquire the Company's common stock. The
balance of the purchase price will be paid in cash.
11
<PAGE>
IRON MOUNTAIN INCORPORATED
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
The Company is presently involved as a defendant in certain 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.
Item 2 - Changes in Securities
During the quarter ended March 31, 1997, the Company issued the following shares
of Common Stock pursuant to option exercises by employees in reliance on Rule
701 promulgated under the Securities Act of 1933, as amended:
<TABLE>
<CAPTION>
Number of Shares Aggregate
Date of Sale Issued Price Paid
------------------------ ------------------------- -------------------------
<S> <C> <C>
January 30, 1997 2,313 $ 14,997
February 6, 1997 2,313 $ 14,997
March 13, 1997 1,000 $ 6,484
</TABLE>
Item 6 - Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
(a) Exhibits Description Page
-------- ----------- ----
<S> <C> <C>
2 Agreement and Plan of Merger, dated as of February 19, 1997 by and among
Iron Mountain, IM-1 Acquisition Corp., and Safesite Records Management
Corporation (1)
2A Amendment No. 1 to Agreement and Plan of Merger, dated as of April 1, 1997
by and among Iron Mountain, IM-1 Acquisition Corp., and Safesite Records
Management Corporation (2)
2B Amendment No. 2 to Agreement and Plan of Merger, dated as of May 7, 1997,
by and among Iron Mountain, IM-1 Acquisition Corp., and Safesite Records
Management Corporation (2)
10.2A Amendment No. 1 to the Credit Agreement , dated as of January 15, 1997,
among Iron Mountain, the lenders party there to and The Chase Manhattan
Bank, as Administrative Agent (1)
10.2B Amendment and Restatement to Credit Agreement , dated as of
March 3, 1997, among Iron Mountain, the lenders party there
to and The Chase Manhattan Bank, as Administrative Agent (1)
12
<PAGE>
IRON MOUNTAIN INCORPORATED
<S> <C> <C>
10.20 Stockholders' Agreement, dated as of February 19, 1997 by and among Iron
Mountain and certain stockholders of Safesite Records Management
Corporation (1)
10.22 Asset Purchase and Sale Agreement, dated March 12, 1997, by and among
IMRM, Chicago Data Destruction Corporation, and John Mengel and
John S. Mengel (2)
11 Statement re: Computation of Per Share Earnings
27 Financial Data Schedule
- -----------------
</TABLE>
(1) Filed as an exhibit to Iron Mountain's Annual Report on Form 10-K for the
year ended December 31, 1996, filed with the Securities and Exchange
Commission on March 28, 1997, File No. 0-27584.
(2) Filed as an exhibit to Iron Mountain's Registration Statement on Form S-4,
as amended, No. 333-24635 filed with the Securities and Exchange Commission
on April 4, 1997.
(b) Reports on Form 8-K
None
13
<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
May 14, 1997 By: /s/ Jean A. Bua
- ------------ ---------------------------------------
(date) Jean A. Bua
Vice President and Corporate Controller
(Principal Accounting Officer)
14
EXHIBIT 11
IRON MOUNTAIN INCORPORATED
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(Amounts in Thousands except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------------
1996 1997
------------------ ------------------
<S> <C> <C>
Net income (loss) applicable to common stockholders $ 6 $ (516)
============ =============
Weighted average shares:
Common Stock 6,348 9,665
Common Stock - Nonvoting 330 472
Class A Common Stock 15 --
Series A1 Preferred Stock 44 --
Series A2 Preferred Stock 659 --
Series A3 Preferred Stock 293 --
Series C Preferred Stock 1,638 --
------------ ------------
Weighted average shares outstanding 9,327 10,137
Dilutive effect of stock options considered common stock
equivalents computed under the treasury stock method using
the average price -- --
------------ -------------
Weighted average common and common equivalent shares outstanding 9,327 10,137
============ =============
Net income (loss) per common and common equivalent share $ 0.00 $ (0.05)
============ =============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AT MARCH 31, 1997 AND THE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE 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> 3-MOS
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