SEC Comment Letter for IRON MOUNTAIN INC (IRM) (CIK 0001020569) (IRM) — Mar 27, 2007
IRON MOUNTAIN INC (IRM) (CIK 0001020569)
Date: March 27, 2007 · CIK: 0001020569 · Accession: 0000000000-07-015284
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-13045
Letter
March 27, 2007 Via U.S. Mail Mr. C. Richard Reese Chief Executive Officer Iron Mountain Incorporated 745 Atlantic Avenue Boston, Massachusetts 02111
RE: Iron Mountain Incorporated Form 10-K for the year ended December 31, 2006 Filed March 1, 2007 File No. 001-13045
Dear Mr. Reese:
We have reviewed your filings, solely for the issues identified below, and have the following comments. Unless otherwise indi cated, we think you should revise your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our co mments are inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate, advise the staff of your reason. Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond within ten (10) business days.
Mr. C. Richard Reese Iron Mountain Incorporated March 27, 2007 Page 2 Annual Report on Form 10-K for the year ended December 31, 2006
Consolidated Balance Sheets, page 55
1. We note that Accounts Receivable is appr oximately 9% of total assets in 2006 and 8% of total assets in 2005. In future filings, please add a note to the financial statements discussing your accounting po licies and methodology used to estimate the allowance for doubtful accounts. Such a description should identify the factors that influenced management’s j udgment (e.g. historical losses and existing economic conditions) and may also include di scussion of risk elements relevant to particular categories of financial instruments. Also, please disclose your policy for charging off uncollectible loans a nd trade receivables and your policy for determining past due or de linquency status. See paragraphs 13a-c of SOP 01-06.
Notes to Consolidated Financial Statements, page 59
2. In future filings, please revise to include the reconciliation of earnings per share as required by paragraph 40 of SFAS 128.
Note 2. Summary of Significan t Accounting Policies, page 59 g. Goodwill and Other Intangible Assets, page 63
3. Please provide us with a detailed analysis of the various “fai r value adjustments” to goodwill that were recognized in year 2006. Furthermore, please revise future filings to explain the nature and amounts of the various adjustments included in the rollforward of goodwill disclosed in Note 2.
Valuation and Qualifying Accounts
4. Schedule II financial information not di rectly presented in the notes to the consolidated financial statem ents (e.g. valuation allowance for deferred tax assets, etc.) should be furnished in Schedul e II in accordance with Rule 5-04 of Regulation S-X. Pleas e revise accordingly.
* * * *
Mr. C. Richard Reese Iron Mountain Incorporated March 27, 2007 Page 3 As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Pleas e furnish a cover letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filings to be certain that the fili ngs include all information required under the Securities Exchange Act of 1934 and they have provided all informa tion investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filings;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Heather Clar k at (202) 551-3624 or Joe Fo ti (202) 551-3816 if you have questions.
Sincerely,
Linda Cvrkel
Branch Chief
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Mail Stop 3561 March 27, 2007 Via U.S. Mail Mr. C. Richard Reese Chief Executive Officer Iron Mountain Incorporated 745 Atlantic Avenue Boston, Massachusetts 02111 RE: Iron Mountain Incorporated Form 10-K for the year ended December 31, 2006 Filed March 1, 2007 File No. 001-13045 Dear Mr. Reese: We have reviewed your filings, solely for the issues identified below, and have the following comments. Unless otherwise indi cated, we think you should revise your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our co mments are inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate, advise the staff of your reason. Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond within ten (10) business days. Mr. C. Richard Reese Iron Mountain Incorporated March 27, 2007 Page 2 Annual Report on Form 10-K for the year ended December 31, 2006 Consolidated Balance Sheets, page 55 1. We note that Accounts Receivable is appr oximately 9% of total assets in 2006 and 8% of total assets in 2005. In future filings, please add a note to the financial statements discussing your accounting po licies and methodology used to estimate the allowance for doubtful accounts. Such a description should identify the factors that influenced management’s j udgment (e.g. historical losses and existing economic conditions) and may also include di scussion of risk elements relevant to particular categories of financial instruments. Also, please disclose your policy for charging off uncollectible loans a nd trade receivables and your policy for determining past due or de linquency status. See paragraphs 13a-c of SOP 01-06. Notes to Consolidated Financial Statements, page 59 2. In future filings, please revise to include the reconciliation of earnings per share as required by paragraph 40 of SFAS 128. Note 2. Summary of Significan t Accounting Policies, page 59 g. Goodwill and Other Intangible Assets, page 63 3. Please provide us with a detailed analysis of the various “fai r value adjustments” to goodwill that were recognized in year 2006. Furthermore, please revise future filings to explain the nature and amounts of the various adjustments included in the rollforward of goodwill disclosed in Note 2. Valuation and Qualifying Accounts 4. Schedule II financial information not di rectly presented in the notes to the consolidated financial statem ents (e.g. valuation allowance for deferred tax assets, etc.) should be furnished in Schedul e II in accordance with Rule 5-04 of Regulation S-X. Pleas e revise accordingly. * * * * Mr. C. Richard Reese Iron Mountain Incorporated March 27, 2007 Page 3 As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Pleas e furnish a cover letter that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filings to be certain that the fili ngs include all information required under the Securities Exchange Act of 1934 and they have provided all informa tion investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comment s, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Heather Clar k at (202) 551-3624 or Joe Fo ti (202) 551-3816 if you have questions. Sincerely, Linda Cvrkel Branch Chief