SecProbe.io

CORRESP
1
filename1.htm

Michael Fay

Patrick Kuhn

Joe Foti

Division of Corporate Finance

Securities and Exchange
Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

  Re:

  Standard Parking Corporation

  File No. 000-50796

  Form 10-K for the year ended December 31, 2004

Dear
Mr. Fay:

On behalf of Standard
Parking Corporation, a Delaware corporation (the “Company”), and in connection
with your review of the above referenced filing, we are writing in response to
the Staff’s comments on our Form 10-K for the year ended December 31, 2004.

You have requested that we
comply with your comments regarding any expanded or revised disclosure in
future filings.  To facilitate your review, in certain instances we have
presented our proposed expanded or revised disclosure, where applicable, in
our response to your comments.  For
convenience, we have reprinted the Staff’s comments below in bold, with the
corresponding response set forth immediately below the applicable comment.

SEC
comment #1 –Selected Financial Data, page 15

1.                                       We note that you present gross
customer collections in your table of selected financial data. This disclosure
represents a non-GAAP financial measure and, in light of the issuance of FR-65,
it appears that your presentation of gross customer collections is not appropriate.  In this regard, we believe this non-GAAP
financial measure cannot be reconciled, as required by FR-65, because the daily
cash collections under management contracts are not reflected in your financial
statements.  Generally, non-GAAP
financial measures exclude one or more “non-recurring” items or can be
calculated using elements derived from financial presentations.  Please revise future filings to remove the
non-GAAP gross customer collections from the table of selected financial data.
We would not, however, object to a discussion of these collections in a
footnote to the table or in MD&A provided the discussion is made in context
of explaining how your liquidity is affected from the gross amount of customer
collections.

The
Company will revise future filings to remove the non-GAAP gross customer
collections from the table of selected financial data.  We may include a discussion of these
collections in a footnote to the table in future filings.

SEC
comment #2—Management’s Discussion and Analysis, page 16

2.                                       Please expand to discuss the
factors contributing to changes in your revenues and expenses.  Specifically, provide a detail analysis of
the factors that contributed to the increase in same location revenue, and the
factors contributing the changes in each of your expense categories. Refer to
the guidance in Item 303 of Regulation S-K and the MD&A Interpretive
Releases (Section 501 of the Financial Reporting Codification.)

We
will expand our discussion in future filings to specifically discuss the
factors contributing to changes in our revenues and expenses and will provide a
detail analysis of the factors that contributed to the increase in same
location revenue, and the factors contributing to the changes in each of our
expense categories.

SEC comment #3—Guarantor Payments, page 24

3.             Please
provide all the disclosures required by paragraph 13 of FIN 45.

We
believe these payments are not a required disclosure under FIN 45.  The payments represent contingent interest
bearing advances to the trustee to cover operating cash flow requirements. The
payments, if any, are recorded as a receivable by the company for which we are
reimbursed from time to time as provided in the trust agreement. As of December
31, 2004 we have advanced to the trustee $6.5 million, net of reimbursements. We
believe these advances to be fully recoverable under the terms of the
agreement, and therefore have not recorded a valuation allowance for them. The
company does not guarantee the payment of any principal or interest on any debt
obligations of the State of Connecticut, or the trustee.

We
will include this disclosure in Management’s Discussion and Analysis in our
future filings.

SEC comment # 4 —Summary Disclosures about
Contractual Obligations and Commercial Commitments, page 25.

4.                                       We note your table presenting
your contractual obligations. Because the purpose of the table is to clearly
show your future cash requirements, we believe that you should include
scheduled interest payments in the table given the materiality of your
interest. If certain interest rates are unknown,

management may use its judgment in determining an appropriate
methodology to estimate the interest payments, e.g., apply the currently
applicable interest rate to calculate the value of future payments (and
disclose the methodology utilized.)

Scheduled interest payments are included in
the contractual obligation on our fixed rate debt as indicated in footnote (4) to
the aforementioned table.

“(4)         Represents deferred compensation,
customer deposits, insurance claims and deferred interest on the term loan,
interest on fixed rate debt and future rent obligations for an abandoned
location.”

 What was not included however, is the
estimated variable interest on our senior credit facility. Assuming the current
average rate of interest and the same level of availability, usage and unused
portions, the current LIBOR rate and outstanding letters of credit, the Total
for Other long-term liabilities would increase by $9,237 to $46,355.  Payments due by period for less than 1 year
would increase by $3,881 to $13,239 and 1-3 years would increase by $5,356 to
$25,014 respectively.

The
following table and notes have been updated to reflect the estimated additional
variable interest payments on our senior credit facility.

  Payments due by period

  ($ in thousands)

  Total

  Less than 1 year

  1-3 years

  4-5 years

  After 5 years

  Long-term debt(1)

  $

  102,251

  $

  747

  $

  100,037

  $

  236

  $

  1,231

  Operating leases(2)

  108,592

  22,408

  49,666

  17,921

  18,597

  Capital leases(3)

  6,859

  2,739

  3,897

  223

  —

  Other long-term liabilities(4)

  46,355

  13,239

  25,014

  2,933

  5,169

  Letters of credit (5)

  23,541

  23,541

  —

  —

  —

  Total

  $

  278,361

  $

  58,793

  $

  173,258

  $

  21,313

  $

  24,997

(1)                                  Represents principal amounts, but not
interest. Interest on our debt obligations is included in Other long-term
liabilities (4) See Note F to our consolidated financial statements.

(2)                                  As described in Note I to our
consolidated financial statements.

(3)                                  Represents minimum future payments. See
Note L to our consolidated financial statements.

(4)                                  Represents deferred compensation, customer
deposits, insurance claims and deferred interest on the term loan, interest on
fixed rate debt, interest on our variable rate debt assuming the current
average rate of interest and the same level

of availability, usage and
unused portions, the current LIBOR rate and outstanding letters of credit,  and future rent obligations for an abandoned
location.

(5)                                  Represents amount of currently issued letters
of credit at their maturities.

We will include the
estimated interest payments related to our variable rate debt in our future
filings.

SEC comment #5—Principles of Consolidation page 46

5.                                        Refer to page 12, parking
facilities. Please provide your evaluation of the joint ventures as potential
variable interest entities under FIN 46(R).
Specifically, address whether you believe these entities qualify for scope
exceptions under paragraph 4(h) of FIN 46(R).

We
have interests in 13 joint ventures, each of which operates between one and
three parking facilities.  Of the 13
joint ventures, 8 are majority owned by us and are consolidated into our
financial statements, 5 are single purpose entities where we have a 50%
interest or a minority interest, that were formed to provide management
services to operate a parking structure under a management agreement. These
single purpose entities do not have assets, liabilities or an equity position
in the asset under contract. These single purpose entities manage the facility,
collect revenue, pay expenses and distribute any net amounts to the owners on a
regular basis. Our interest in these 5 single purpose entities are accounted
for on the equity method.

We
will provide this additional disclosure in future filings.

SEC comment #6—Parking Revenue page 46

6.                                       We note gains on sales of parking
contracts and development fees are included in parking revenues.  Although the parking contracts and
development fees are revenue-producing, the resulting gains (losses) on sale of
these assets should not be classified as revenues, but reported as “other
general expenses” or as a separate component within operating income on the
consolidated statements of operations pursuant to Item 5-03 (b)(6) of
Regulation S-X. Refer to the guidance in footnote 68 in Staff Accounting
Bulletin No. 104 (Topic 13.)

We believe these types of gains
and development fees should be included in revenue.  Development fees are revenue received from a
customer for which we have provided certain consulting services as part of our
offerings of ancillary management services. The gains from sales of contracts
are for those contracts for which we have no asset basis or ownership interest
and would be received as part of a formula buy-out in

the contract in order for the owner to
terminate the contract prior to its expiration.
For the periods ended December 31, the amount of development fees and
gains from sales of contracts, in thousands, were $25 in 2004, $17 in 2003 and
$10 in 2002.

We will revise our
disclosure in future filings to include the additional descriptive information
regarding these types of revenue.

SEC comment #7—Note B: Net Income per Common Share, page 49

7.                                       In accordance with paragraph
40(c) of SFAS 128, please disclose the amount of any securities that could
potentially dilute basic EPS in the future that were not included in the
computation of diluted EPS, as it is antidilutive to the period(s) presented.

                There are no additional
securities that could dilute basic EPS in the future that were not included in
the computation of diluted EPS.  We will
include this disclosure in future filings.

SEC comment #8—Note C: Special charges, page 49

8.                                      Your disclosure is unclear why some of the
costs are classified as special charges. For example, the charges related to
terminations of key management personnel and regional administrative personnel
appear to be costs incurred in the normal course of business.  In future filings, please clarify your
disclosure or revise as appropriate. Refer to SAB 100 for further guidance.

We included certain costs for the years ended
December 31, 2003, and December 31, 2002, in special charges, as a separate component
within operating income. There were no special charges recorded in the year
ended December 31, 2004.  Such costs were
related to debt restructurings, administrative and headquarter reorganizations
and costs of evaluating refinancing alternatives.

 We will revise our future filings to include
this component within general and administrative expenses.

SEC comment #9—Other

9.             We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filings
reviewed by the staff to be certain that they have provided all information
investors require.  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 comments, please provide in writing, a
statement from the company acknowledging that:

•                  the company is responsible for
the adequacy of the disclosure in the filings;

•                  staff comments or changes to
disclosure in response to staff comments in the filings reviewed by the staff
do not foreclose the Commission from taking any action with respect to the
filing; and

•                  the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

The Company hereby
acknowledges that:

(i)            we are responsible for the adequacy and accuracy of the
disclosure in our filings;

(ii)           staff comments or changes to disclosure in response to
staff comments in our filing reviewed by the staff do not foreclose the
Commission from taking any action with respect to our filing; and

(iii)          we may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

  STANDARD
  PARKING CORPORTION

  Dated:
  April 22, 2005

  By:

  /s/
  G. MARC BAUMANN

  Executive
  Vice President, Chief Financial Officer,

  and Treasurer (Principal Financial Officer)

  Dated:
  April 22, 2005

  By:

  /s/
  DANIEL R MEYER

  Senior
  Vice President, Corporate Controller and

  Asst.
  Treasurer (Principal Accounting Officer)