Mail Stop 03-05
April 11, 2005
Mr. G. Marc Baumann
Chief Financial Officer
Standard Parking Corporation
900 N. Michigan Avenue
Chicago, IL 60611
Re: Standard Parking Corporation
File No. 000-50796
Form 10-K for the year ended December 31, 2004
Dear Mr. Baumann:
We have reviewed the above referenced filing and have the
following comments. We have limited our review to the financial
statements and related disclosures included within this document.
Understand that the purpose of our review process is to assist you
in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filings.
Where expanded or revised disclosure is requested, you may
comply with these comments in future filings. If you disagree, we
will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary. In some of our
comments, we may ask you to provide us with supplemental information
so we may better understand your disclosure. Please be as detailed as
necessary in your explanation. We look forward to working with you
in these respects and welcome any questions you may have about any
aspects of our review.
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.
Management`s Discussion and Analysis, page 16
Fiscal 2004 vs. Fiscal 2003, page 18
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.)
Liquidity and Capital Resources, page 22
Guarantor Payments, page 24
3. Please provide all of the disclosures required by paragraph 13
of FIN 45.
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.)
Consolidated Financial Statements, page 40
Note A: Significant Accounting Policies, page 46
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).
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.)
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.
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.
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 and accuracy 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.
In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
* * * * *
Please file your response to our comments via EDGAR within ten
business days from the date of this letter. Please understand that
we may have additional comments after reviewing your response. You
may contact Patrick Kuhn at 202-824-5330 with any questions. You may
also contact Joe Foti at 202-942-1952 or the undersigned at 202-942-
1907 with any concerns as we supervised the review of your filing.
Sincerely,
Michael Fay
Branch Chief
Standard Parking Corporation
April 11, 2005
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