IRON MOUNTAIN INC /DE
8-K, 1999-05-07
PUBLIC WAREHOUSING & STORAGE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): May 7, 1999 (April 29, 1999)

                           IRON MOUNTAIN INCORPORATED
             (Exact name of registrant as specified in its charter)

     Delaware                      0-27584                  04-3107342
 (State or other                 (Commission              (IRS Employer
 jurisdiction of                 File Number)           Identification No.)
  incorporation)


                               745 Atlantic Avenue
                           Boston, Massachusetts 02111
          (Address of principal executive offices, including zip code)




                                 (617) 535-4766
              (Registrant's telephone number, including area code)


<PAGE>

Item 5.  Other Events

     On April 29, 1999,  Iron Mountain  Incorporated  (the  "Company")  reported
higher  revenues and EBITDA for the quarter  ended March 31, 1999  compared with
the same period in 1998. The Company  reported a net loss of $149,000 ($0.01 per
common  share) for the quarter  ended March 31, 1999 compared with a net loss of
$314,000 ($0.01 per common share) for the same period in 1998.

     The  Company's  total  consolidated  revenues for the first quarter of 1999
grew to $120 million, an increase of 21 percent compared with the same period in
1998. The Company's consolidated earnings before interest, taxes,  depreciation,
amortization,  extraordinary  items and other  income  ("EBITDA")  increased  23
percent to $28  million  for the first  quarter of 1999  compared  with the same
period in 1998.

     Revenues  for the  Company's  core  business  of  records  and  information
management  services  grew to $109  million  for the first  quarter of 1999,  an
increase of 23 percent over the same period in 1998.  EBITDA for the records and
information  management  services  business was $27  million,  an increase of 24
percent over the same period in 1998.  The revenue growth is comprised of growth
through acquisitions and internal growth.  Internal revenue growth for the first
quarter of 1999 was 10 percent.

     Storage  revenues  increased  to $68 million for the first  quarter of 1999
from $53 million for the same  period in 1998.  This marks the 41st  consecutive
quarter for which the Company has reported  increased storage revenues.  Storage
revenues,  which are considered a key performance  indicator for the records and
information  management services industry, are largely recurring since customers
typically retain their records for many years.

     The Company's  information  technology  staffing services business reported
total revenues and EBITDA of $11 million and $0.5 million, respectively, for the
first  quarter of 1999 compared with revenues and EBITDA of $10 million and $.07
million, respectively, for the same period in 1998.

     On  January 4, 1999,  the  Company  purchased a  controlling  50.1  percent
interest  in  British  Data  Management  ("BDM"),   the  Company's  first  major
international   acquisition.   For  consolidation   purposes,  the  Company  has
designated October 31 as BDM's fiscal year end. Accordingly, the Company's first
quarter results only include BDM's results from the date of purchase through the
end of BDM's first fiscal quarter ended January 31, 1999. BDM  contributed  $2.9
million in revenues and $0.8 million in EBITDA to the  Company's  first  quarter
consolidated results without reduction for the 49.9 percent minority interest.


(c) Exhibits

Exhibit No.                Item
- -----------                ----
99                    Press Release, dated as of April 29, 1999



                                        2

<PAGE>




                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      IRON MOUNTAIN INCORPORATED
                                      (Registrant)



                                      By:  /s/ Jean A. Bua              
                                      Jean A. Bua
                                      Vice President and Corporate Controller


Date:   May 7, 1999






                                        3


                                                                     EXHIBIT 99
FOR IMMEDIATE RELEASE

Contact:  John F. Kenny, Jr.
          Executive Vice President and
          Chief Financial Officer
          (617) 535-4766


        Iron Mountain Revenues Increase 21 Percent for First Quarter 1999

     EBITDA Increases to $28 Million, up 23 percent from First Quarter 1998



Boston,  MA - April 29, 1999 -- Iron  Mountain  Incorporated  (NYSE:  IRM),  the
world's largest records management company,  reported higher revenues and EBITDA
for the quarter ended March 31, 1999 compared with the same period in 1998.

Iron Mountain's total  consolidated  revenues for the first quarter of 1999 grew
to $120  million,  an  increase of 21 percent  compared  with the same period in
1998.   Iron  Mountain's   consolidated   earnings   before   interest,   taxes,
depreciation,  amortization,  extraordinary  items and other  income  ("EBITDA")
increased 23 percent to $28 million for the first  quarter of 1999 compared with
the same period in 1998.

Revenues for the Company's core business of records and  information  management
services  grew to $109 million for the first  quarter of 1999, an increase of 23
percent  over the same period in 1998.  EBITDA for the  records and  information
management services business was $27 million, an increase of 24 percent over the
same  period  in 1998.  The  revenue  growth  is  comprised  of  growth  through
acquisitions and internal growth.  Internal revenue growth for the first quarter
of 1999 was 10 percent.

Storage revenues increased to $68 million for the first quarter of 1999 from $53
million for the same period in 1998. This marks the 41st consecutive quarter for
which Iron Mountain has reported  increased storage revenues.  Storage revenues,
which are considered a key performance indicator for the records and information
management  services industry,  are largely recurring since customers  typically
retain their records for many years.

The Company's  information  technology staffing services business reported total
revenues and EBITDA of $11 million and $0.5 million, respectively, for the first
quarter  of 1999  compared  with  revenues  and EBITDA of $10  million  and $0.7
million, respectively, for the same period in 1998.

                                   -- more --


<PAGE>



Iron Mountain Revenues Increase for First Quarter / Page 2

On January 4, 1999, Iron Mountain  purchased a controlling 50.1 percent interest
in British Data  Management  ("BDM"),  the Company's  first major  international
acquisition.  For consolidation  purposes, the Company has designated October 31
as BDM's fiscal year end. Accordingly,  the Company's first quarter results only
include BDM's  results from the date of purchase  through the end of BDM's first
fiscal quarter ended January 31, 1999. BDM contributed  $2.9 million in revenues
and $0.8 million in EBITDA to the Company's first quarter  consolidated  results
without reduction for the 49.9 percent minority interest.

As part of its growth  strategy,  Iron Mountain has  completed six  acquisitions
since the end of 1998 for total  consideration of approximately $215 million. In
January  1999,  the Company  purchased a  controlling  50.1 percent  interest in
British Data Management  (U.K.).  In February 1999, the Company  acquired Secure
Accessible  Files  Environment,  Inc. (CT). In March 1999, the Company  acquired
Confidential  Records Center,  Inc. (ME) and Information Storage Service Center,
Inc.  (NM).  In  April  1999,  the  Company   acquired  First  American  Records
Management,  Inc. (CA, CO, OR, WA) and Data Base,  Inc. (IL, MD, NC, OH, PA, TX,
VA, WA, WI).

Iron Mountain currently operates 299 records and information management services
centers in 66 markets in the United States and four in the United  Kingdom.  The
Company serves more than 70,000 customer  accounts,  including more than half of
the Fortune 500  Companies.  Iron Mountain  provides a full array of records and
information management services including: (i) off-site storage,  management and
related  consulting  services for business,  healthcare and vital records;  (ii)
data security  services  including  off-site  storage and rotation of electronic
records;  (iii)  information  technology  staffing  services;  and (iv) sales of
related products.

This  press  release  contains  certain  forward-looking  statements  within the
meaning of the Private Securities  Litigation Reform Act of 1995, and is subject
to the  safe-harbor  created by such Act.  These  statements  involve  known and
unknown risks, uncertainties and other factors that may cause the actual results
to be  materially  different  from  those  contemplated  in the  forward-looking
statements.  Iron Mountain  undertakes  no  obligation  to release  publicly the
result of any revision to these  forward-looking  statements that may be made to
reflect  events  or  circumstances  after  the date  hereof  or to  reflect  the
occurrence of unanticipated events.














NOTE:    Condensed   Consolidated   Statements  of   Operations   and  Condensed
         Consolidated Balance Sheets follow.

<PAGE>

Iron Mountain Revenues Increase for First Quarter / Page 3

<TABLE>
<CAPTION>
                                     IRON MOUNTAIN INCORPORATED
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Amounts in Thousands except Per Share Data)
                                            (Unaudited)

                                                                        Three Months Ended
                                                                            March 31,
                                                                 ------------------------------
                                                                      1999             1998
                                                                 ------------------------------
<S>                                                              <C>                <C>
REVENUES:
   Storage                                                        $  67,722          $  52,948  
   Service and Storage Material Sales                                52,381             46,536
                                                                  ---------          ---------
                                                                                    
      Total Revenues                                                120,103             99,484
                                                                                    
OPERATING EXPENSES:                                                                 
   Cost of Sales (Excluding Depreciation)                            62,246             52,610
   Selling, General and Administrative                               30,308             24,418
   Depreciation and Amortization                                     13,823             11,264
                                                                  ---------          ---------
                                                                                    
      Total Operating Expenses                                      106,377             88,292
                                                                  ---------          ---------
                                                                                    
OPERATING INCOME                                                     13,726             11,192
                                                                                    
INTEREST EXPENSE                                                     11,966             12,332
                                                                  ---------          ---------
                                                                                    
      Income (Loss) Before Provision (Benefit) for Income Taxes       1,760             (1,140)
                                                                                    
PROVISION (BENEFIT) FOR INCOME TAXES                                  1,762               (826)
MINORITY INTEREST                                                       147                 --
                                                                  ---------          ---------
                                                                                    
      Net Loss                                                    $    (149)         $    (314)
                                                                  =========          =========
                                                                                    
NET LOSS PER COMMON  SHARE - BASIC AND DILUTED                    $   (0.01)         $   (0.01)
                                                                  =========          =========
                                                                                    
                                                                                    
WEIGHTED AVERAGE COMMON  SHARES OUTSTANDING                          29,500             22,269
                                                                  =========          =========
                                                                                    
EBITDA                                                            $  27,549          $  22,456
                                                                  =========          =========
     
</TABLE>
                                                                         



                                                     -- more --


<PAGE>

Iron Mountain Revenues Increase for First Quarter / Page 4


<TABLE>
<CAPTION>
                                IRON MOUNTAIN INCORPORATED
                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Amounts in Thousands)
                                        (Unaudited)



                                                       March 31,             December 31,
                                                         1999                    1998
                                                     ------------           -------------
<S>                                                  <C>                   <C>
ASSETS

CURRENT ASSETS:
   Cash and Cash Equivalents                          $     4,899           $     1,715   
   Accounts Receivable (less allowances of $3,759                         
       and $3,316, respectively)                           84,378                75,565
   Other Current Assets                                    20,777                66,657
                                                      -----------           -----------
         Total Current Assets                             110,054               143,937
                                                      -----------           -----------
                                                                          
PROPERTY, PLANT AND EQUIPMENT:                                            
   Property, Plant and Equipment at Cost                  421,594               354,101
   Less: Accumulated Depreciation                        (109,773)              (87,358)
                                                      -----------           -----------
         Property, Plant and Equipment, net               311,821               266,743
                                                      -----------           -----------
                                                                          
OTHER ASSETS:                                                             
   Goodwill, net                                          600,715               527,235
   Other Non-current Assets, net                           30,154                29,470
                                                      -----------           -----------
         Total Other Assets                               630,869               556,705
                                                      -----------           -----------
                                                                          
         Total Assets                                 $ 1,052,744           $   967,385
                                                      ===========           ===========
                                                                          
LIABILITIES AND STOCKHOLDERS' EQUITY                                      
                                                                          
CURRENT LIABILITIES:                                                      
   Current Portion of Long-term Debt                  $     4,219           $     1,731          
   Other Current Liabilities                               99,749               141,741
                                                      -----------           -----------
         Total Current Liabilities                        103,968               143,472
                                                                          
LONG-TERM DEBT, NET OF CURRENT PORTION                    537,096               454,447
OTHER LONG-TERM LIABILITIES                                33,353                30,584
                                                                          
MINORITY INTEREST                                          39,470                  --
                                                                          
STOCKHOLDERS' EQUITY                                      338,857               338,882
                                                      -----------           -----------
                                                                          
         Total Liabilities and Stockholders' Equity   $ 1,052,744           $   967,385
                                                      ===========           ===========
</TABLE>
                                                                  



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