Earnings Labs

Iron Mountain Incorporated (IRM)

Q1 2015 Earnings Call· Wed, Apr 29, 2015

$112.47

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Transcript

Operator

Operator

Good morning. My name is Felicia, and I will be your conference operator today. At this time, I would like to welcome everyone to the Iron Mountain Q1 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. Thank you. I will now like to hand the conference over to Melissa Marsden, Senior Vice President, Investor Relations. Please go ahead.

Melissa Marsden - Senior Vice President, Investor Relations

Management

Thank you, Felicia, and welcome, everyone, to our first quarter 2015 earnings conference call. As I'm sure, everyone joining us this morning knows, we also announced an agreement in principle to acquire Recall. This morning, we'll hear from Bill Meaney, our CEO, who will discuss highlights for the quarter, some key points related to the proposed transaction, as well as progress toward our strategic initiatives; followed by Rod Day, our CFO, who will cover financial results. After our prepared remarks, we'll open up the phones for Q&A. As we have done for the last few quarters, we have posted our earnings commentary and supplemental disclosure package on the Investor Relations page of our website at www.ironmountain.com under Investor Relations/Financial Information. We've also posted there a brief presentation related to the proposed Recall transaction at the same location. Referring now to page two of the supplemental, today's earnings call and slide presentation will contain a number of forward-looking statements, most notably, our outlook for 2015 financial performance. All forward-looking statements are subject to risks and uncertainties. Please refer to today's press release, earnings commentary, the Safe Harbor language on this slide and in the Recall presentation and our most recently filed Annual Report on Form 10-K for discussion of the major risk factors that could cause our actual results to differ from those in our forward-looking statements. In addition, we use several non-GAAP measures when presenting our financial results. The reconciliations to these non-GAAP measures as required by Reg G are included in the supplemental reporting package. With that, Bill, would you please begin?

William Leo Meaney - President and Chief Executive Officer

Management

Thank you, Melissa, and good morning, everyone. Let me first extend our apology for such a short notice on the change in timing for the release of first quarter results. But given that it was driven by our agreement in principle to acquire Recall, we felt it was important to combine the news. I would like to start by saying, we are pleased to announce that our results in the first quarter meet or exceed our expectations. We continue to build operational momentum in the business, which is, in turn, driving strong financial results in spite of the significant FX headwinds. However, given the breaking news associated with the agreement in principle to acquire Recall, I'd like to start with the discussion of this agreement. First, I should say, we are very excited about our agreed proposal to acquire Recall. We think this proposed transaction represents an attractive value proposition supported by significant synergies and believe it will be highly accretive. Our revised offer reflects the strengthening of the U.S. dollar and other favorable changes since our last proposal, particularly regarding transaction related tax assumptions. Of course, we have yet to complete due diligence to reach a definitive agreement and the successful completion of the transaction is subject to customary conditions noted in today's press release. We have a few slides related to the proposal, the proposed transaction that we have posted to our Investor Relations website, which I'll touch on briefly. Turning first to slide three, the proposed acquisition is an all stock deal at a fixed exchange rate of 0.1722 of an Iron Mountain share for each Recall share. Additionally, we've made a provision that each Recall shareholder can elect up to a maximum of 5,000 shares to be paid in cash at AUD$8.50 per share subject to…

Operator

Operator

And your first question comes from the line of Kevin McVeigh with Macquarie. Kevin D. McVeigh - Macquarie Capital (USA), Inc.: Hey, congratulations on Recall and actually the results, just a great outcome and obviously with the REIT just very good execution. My question was more along the lines of what does the organic growth look like, the combined entity post the deal? And then just – and I know it's probably little bit ways out but how does that impact kind of the dividend and just leverage ratios on a pro forma basis to the extent you can give us any color?

William Leo Meaney - President and Chief Executive Officer

Management

Hi. Good morning, Kevin. Kevin D. McVeigh - Macquarie Capital (USA), Inc.: Hey, Bill.

William Leo Meaney - President and Chief Executive Officer

Management

I think you're going to appreciate that we haven't done our due diligence to this point, so to give us – to give you specific guidance, we're just not in a position to do that. I think that – I think you can probably get a sense of it in terms of we – we're looking at something that synergizes in the 7.5 times to 8 times range based on the $125 million to $140 million worth of synergies we've guided. So it is clearly very accretive on EPS, FFO and AFFO, which obliviously drives to deleveraging and dividend growth. But at this point, we haven't done the due diligence on the company so we're not in a position to guide for that. Kevin D. McVeigh - Macquarie Capital (USA), Inc.: Okay. And then just those synergies, Bill, they assume any potential divestitures you might have to do to the extent there is any trust concern?

William Leo Meaney - President and Chief Executive Officer

Management

You can probably appreciate that we have taken counsel on the anti-trust side and we feel that there is a very good – a very good beneficial path through any of the hurdles that we may meet in terms of regulatory. Kevin D. McVeigh - Macquarie Capital (USA), Inc.: Super. Thanks.

Operator

Operator

Your next question comes from the line of George Tong with Piper Jaffray. George K. F. Tong - Piper Jaffray & Co (Broker): Hi, thanks. Good morning. And I'll also extend my congratulations on your agreement to acquire Recall. You've outlined cost synergies between $125 million and $140 million. Can you discuss your confidence around achieving these synergies and provide some thoughts on how much tax synergies you might achieve from the transaction?

William Leo Meaney - President and Chief Executive Officer

Management

Thanks, George. I think, first of all the synergies include both tax and operational benefits. I mean it's probably fair to say we've been a little bit conservative because we've just been relying on really public information and we haven't been able to do due diligence. So we feel very confident that we can deliver those numbers but you'll notice we're probably less bullish than some of the analysts' reports that have been written previously on. So we are pretty comfortable and that is – that's including all the regulatory aspects, tax aspects and operational aspects built into that number, the puts and takes associated with that. Roderick Day - Chief Financial Officer & Executive Vice President: Yes, maybe just to build on that, Bill and George, as you know we've done hundreds of acquisitions over the year, obviously not on this (33:55) scale. But we try to use that experience when – to come to bear in sort of calculating what we think is a sensible range for synergies (34:05). George K. F. Tong - Piper Jaffray & Co (Broker): That's helpful. And can you walk through your expectations for the regulatory approval process, including timing and your expectations around market share discussions?

William Leo Meaney - President and Chief Executive Officer

Management

Again, we've taken a counsel on that. In other words, we've been in consultation for a period of time now with external counsel that specializes in that area, and we think we can achieve a satisfactory outcome. But we haven't finalized the proposal, we haven't done any fillings. So at this point to speculate on that I think it would be pure speculation. But we do feel that based on the studies that we've done so far with external counsel that we'll achieve a satisfactory outcome. George K. F. Tong - Piper Jaffray & Co (Broker): Great. And then last question, can you talk about how this transaction impacts your ability to continue to operate as a REIT?

William Leo Meaney - President and Chief Executive Officer

Management

This – our – again that was one of our key pieces of analysis that we did when we looked at the acquisition is to determine our level of confidence that we could both acquire it and absorb it into our REIT structure, in other words, convert the Recall assets into a REIT. And again, we will confirm that through the due diligence process, but we are highly confident that we can do that. So we wouldn't do it otherwise unless we could convert the Recall assets into the REIT. George K. F. Tong - Piper Jaffray & Co (Broker): Great. Thank you.

Operator

Operator

Your next question comes from the line of Andrew Steinerman with JPMorgan.

Andrew Charles Steinerman - JPMorgan Securities LLC

Analyst · JPMorgan.

Hi, it's Andrew. Just tell me if I missed this, again I would like to know the question asked before out of the $125 million to $140 million, how much are the potential tax savings from REIT conversion? Roderick Day - Chief Financial Officer & Executive Vice President: I can give you a sort of approximate number, Andrew, based on our analysis so far. We think it's around $10 million, could be slightly more. But clearly that's one of the elements that we'd hope to get a better handle on through due diligence.

Andrew Charles Steinerman - JPMorgan Securities LLC

Analyst · JPMorgan.

Okay. So you are only assuming $10 million, so that could be a conservative estimate.

William Leo Meaney - President and Chief Executive Officer

Management

Well, you have to look at the size of Recall's business in North America that is storage related, so don't forget their business is not that large in North America, it's a global business, but it's in North America where you have the tax benefits. So their tax liability in North America is not as big as you may think. Roderick Day - Chief Financial Officer & Executive Vice President: Yeah. So we don't get – there wouldn't be savings on the shredding business as an example.

Andrew Charles Steinerman - JPMorgan Securities LLC

Analyst · JPMorgan.

Well said. So if I can get one more question. Okay. So let's assume low tax benefits, be conservative there, you're talking about still four times turn pre to post synergies. If you look at Iron Mountain's history, it's really kind of been two times to four times, so this would be towards the high end of the synergies. And when I look at Recall's racking utilization of about 90%, that's really close to Iron Mountain's racking utilization. What other things do you know again from the public that makes you feel like you can get towards the high end of pre to post synergies, synergization multiples.

William Leo Meaney - President and Chief Executive Officer

Management

Andrew, if you – the thing that's a little bit unique about Recall, it is at the higher end, but we have achieved that before as you pointed out. And the reason why we feel that it's at the higher end and maybe it exceeds some of our best integrations is that Recall is one of the few out there that runs an international platform. So they have a lot – if you look at their SG&A, it's very different than the SG&A of a small regional player. Because they are actually built – they are running a global company with all the costs that are associated with that, albeit they are doing at a scale that's one forth our size. So if you look at their SG&A, I think you can get a handle on why we feel that the $125 million to $140 million is actually a conservative or – we feel very confident around that number.

Andrew Charles Steinerman - JPMorgan Securities LLC

Analyst · JPMorgan.

Okay. That was a good reminder. Thank you.

Operator

Operator

And your next question comes from the line of Shlomo Rosenbaum with Stifel. Shlomo H. Rosenbaum - Stifel, Nicolaus & Co., Inc.: Hey, guys thank you for taking my questions. Bill, could you talk a little bit about the realistic timeframe – in the first year you talked about – you mentioned maybe half the synergies. What's the realistic timeframe to kind of get the balance of the synergies? Is this something that facility consolidation really takes kind of two years to five years or how should we think of that in terms of conceptually and potentially modeling it?

William Leo Meaney - President and Chief Executive Officer

Management

Shlomo, you've been around a long time, so you answer the question for me. But no, I think, it's a good question. So just to clarify, in year two there we think we'll be half way through the synergies. So the first year, I mean, first year we're assuming is 2016 just for people to be level set. So, year two would be 2017. So we think 2016 is a lot of the heavy lifting in terms of the restructuring, then in 2017 is when you start – that that cost starts falling away and you start seeing the benefits split bleed through. So 2002 – I think at – year two 2017 we see about half the benefits coming through. And exactly as you say, we'll get a better handle on it through due diligence but the rest of it comes through – a lot of it is driven by the real estate consolidation and that generally takes the timeframe you're talking about two years to five years. It depends on the nature of their leases and our leases in the areas that we're overlapping. Shlomo H. Rosenbaum - Stifel, Nicolaus & Co., Inc.: Okay. And then just from a fundamental perspective, how is the volume growth in North American Records Management this quarter over the second half of last year, you guys generated positive growth, can you kind of talk about will the trend continue, was it up, down, the same?

William Leo Meaney - President and Chief Executive Officer

Management

I'm sorry, I didn't get the question. I heard the beginning of it you were referring back to the continued growth, the internal volume growth in North America but what was – what did you say at the end? Shlomo H. Rosenbaum - Stifel, Nicolaus & Co., Inc.: Yeah. I just – did the trend – we had for years seen volumes be down, but kind of revenue be flat to up a little bit because of pricing. The second half of last year, we saw North American volumes get to be positive, do we – in this first quarter what was the trend in North American volumes? Roderick Day - Chief Financial Officer & Executive Vice President: Actually in the supplemental on page 10, we've broken this all the key numbers out in more detail than we've done historically. And what you can see, if you were to strip out business acquisitions to just sort of look underlying, there was a 0.5% growth year-on-year in Q1 2015, which actually compares quite consistently with the previous three quarters. And then if you go back further in time looking at this chart, at the beginning of 2013, you can see that to your point was when we were at zero or negative growth.

William Leo Meaney - President and Chief Executive Officer

Management

One thing I want – and this was feedback that we received from a number of analysts and investors. So hopefully if you look in the supplemental on pages 10 and 11, I'd direct you to those, in part of the organizational shift and putting all of the developed markets under a single leader, is we've been – we've broken out and built a lot more transparency in terms of how our volume works. And then – so hopefully you'll start seeing, you can see how that trend has been building as you say, as Rod pointed out, Q1, we maintained the same 0.5% positive volume growth as we did in Q4, just in the North American business. And you have to remember you can say those are small percentages but it's off a very big base. So North America alone we have over 370 million cubic feet. So it's significant. Shlomo H. Rosenbaum - Stifel, Nicolaus & Co., Inc.: Okay. And if I just want to look ahead a little bit into the future, in terms of the REIT structure, what happens if paper pricing kind of bounces back to what it was like three years, three and half years ago, do you have enough kind of room in the REIT structure that you're not worried about coming close to any of the – kind of the restrictions that are over there in terms of assets and income?

William Leo Meaney - President and Chief Executive Officer

Management

I'll let Rod kind of answer it in detail, but the one thing, I think we covered this on previous calls, you need to keep in mind is that there is, at some point, actually increasing profitability on our shred helps us the way the test works because there is a back and forth. In other words, we have to get shred to a certain level of profitability. So, having higher prices – having higher profitability in shred doesn't necessarily lead to the result that you think it does. So that's kind of at a very high level way of saying we have plenty of headroom, but, Rod, you may want to be a bit more specific. Roderick Day - Chief Financial Officer & Executive Vice President: Yes, there's actually a specific on shred, as Bill says around sort of cross subsidization between the QRS and the TRS, so that if we increase the profitability of shred, it would actually work to the advantage of some of our REIT tests. But I think the broader point and – that you make, Shlomo, is that around just sensitivity to issues within the business and do we have enough cushion within our REITs and against the REIT test to be able to handle that. We think we do. It's something that we're very conscious of and we analyze lots of different scenarios and sensitivities to try and ensure that that is the case.

William Leo Meaney - President and Chief Executive Officer

Management

And very specifically which is probably what's behind your question is if we look at the acquisition of Recall, we don't envision a problem of combining. Recall's business is quite a bit smaller, their strip quite a bit smaller than ours in North America. And we don't see a problem in terms of combining those two businesses. Shlomo H. Rosenbaum - Stifel, Nicolaus & Co., Inc.: Okay, very good. Thank you.

Operator

Operator

And your next question comes from the line of Sachin Shah with Albert Fried. Sachin Shah - Albert Fried & Co. LLC: Hi, good morning. Congratulations on the Recall possible offer. I just wanted to just make sure as far as risk to transaction. I know you're conducting due diligence, but is there anything that you expect that you may uncover or something that may not cause this deal to move forward after you completed due diligence?

William Leo Meaney - President and Chief Executive Officer

Management

We wouldn't be making a public announcement about the deal if we thought there was a high risk item that would crater the deal. I mean clearly we have to do the due diligence. So, we haven't made a binding agreement, but we have an agreed proposal with Recall and we wouldn't do that if we expected to have a major hiccup in the process. So, we don't see anything. Sachin Shah - Albert Fried & Co. LLC: Okay. And in the presentation, you mentioned the ratio is fixed and so in the due diligence process is there a subject for another revision or the due diligence is just confirmation of what's the fixed exchange ratio of 0.1722?

William Leo Meaney - President and Chief Executive Officer

Management

It's fixed and it's subject to confirmatory due diligence. So, there's no – I mean there's no expectation or you'd have to renegotiate the whole term. So, it really is that we've done enough work on it that we're very comfortable that that is the right valuation. And Recall's board also feels that it's the right valuation for their shareholders. And now the next three weeks to four weeks that we highlighted in the press release is about confirmatory due diligence. Sachin Shah - Albert Fried & Co. LLC: Okay. Just one last question, if you don't mind. On the regulatory approvals, you mentioned that you are not expecting any kind of essentially hiccups, any idea what they may be? Is it just to U.S., Australia, or is there any other jurisdictions that may be needed – major jurisdictions?

William Leo Meaney - President and Chief Executive Officer

Management

I think you can understand at this point we're not going to comment on what the regulatory authorities in different jurisdictions may think or not think of it. The only thing I would just repeat is that we have taken extensive counsel from external advisors or lawyers on this point and we believe that we will achieve a satisfactory outcome in those jurisdictions. Sachin Shah - Albert Fried & Co. LLC: Okay. So, that's not part of the due diligence, that's already done. The due diligence is more operational.

William Leo Meaney - President and Chief Executive Officer

Management

We will also learn more about the regulatory aspects during the due diligence. Due diligence is primarily operational, but we will learn a number of things during that period which will be helpful. Sachin Shah - Albert Fried & Co. LLC: Excellent. Thank you very much. Have a great day.

William Leo Meaney - President and Chief Executive Officer

Management

Thank you.

Operator

Operator

And your next question comes from the line of Han Zhang with Churchill Capital.

Han Zhang - Churchill Capital

Analyst · Churchill Capital.

Hi. Good morning, guys. Thanks for taking my question. My question is, you said you won't comment on what are the regulatory approvals you're seeking, but could you just tell me more about in which jurisdictions you are seeking those approvals, I mean U.S., Australia, but for example, is China involved?

William Leo Meaney - President and Chief Executive Officer

Management

At this point, we don't expect an issue in China. Both of our businesses are very small in China. I mean, the Chinese government will take their own view, I'm sure. But it's – both of us have – I mean, it improves both of our position, but neither one of us are very large in the China context.

Han Zhang - Churchill Capital

Analyst · Churchill Capital.

Okay. And could you tell me how many dividends would you expect to pay before the close of the deal?

William Leo Meaney - President and Chief Executive Officer

Management

Well, it depends on the closing of the deal. We pay quarterly. So, you can see that we expect this deal to close within 12 months. So that would be the maximum you would expect. But I mean, we've – we can't guide on how long it's going to take us to go through the various regulatory authorities to consummate the merger. But we pay quarterly generally, right?

Han Zhang - Churchill Capital

Analyst · Churchill Capital.

Hi. This is Ramesh, Zhang's colleague. Have you had any informal discussions with any regulators at this point in time?

William Leo Meaney - President and Chief Executive Officer

Management

No. We haven't.

Han Zhang - Churchill Capital

Analyst · Churchill Capital.

Thank you.

William Leo Meaney - President and Chief Executive Officer

Management

Thank you.

Operator

Operator

William Leo Meaney - President and Chief Executive Officer

Management

Well, looks like we are through the Q&A, operator. I just want to thank you for your flexibility, and again apologies for the short notice, but I think you can imagine that given the timing of achieving a positive result on the acquisition of Recall, we felt it was important to combine that with our earnings call which was originally scheduled for Thursday. So, again, thank you very much for your flexibility, and just to reiterate that we're very pleased in terms of our results in the first quarter, continue to show real momentum in the operating performance and improvement in the business. And of course, we're very excited to finally end the speculation around Recall and to have agreed a proposal to acquire the company. So thank you very much and have a good day.

Operator

Operator

Thank you. And this concludes today's conference call. You may now disconnect.