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 additional comment in your letter dated April 28th.

   To facilitate your review, we have provided supplemental information in our response to your comment.  For convenience, we have reprinted the Staff’s comment below in bold, with the corresponding response set forth immediately below the applicable comment.

 

SEC comment

 

Principles of Consolidation, page 46

 

1.                                      Refer to prior comment 5. Your response is too general to support that the 5 single purpose entities subject to consolidation under FIN 46(R).  Please provide in more detail your evaluation of the 5 single purpose entities as potential variable entities under FIN 46(R).  In your response, please address the scope exceptions under paragraph 4(h) of FIN 46(R).

 

 

Company response

 

The entities are joint ventures formed by the Company and an unrelated party to provide parking management and related services to various enterprises such as property owners and/or government organizations.  The entities have no assets or liabilities.  The entities provide services to specific properties on a contractual basis.  The services will typically include revenue collection and controls and payment of expenses on behalf of the property owners and/government organizations.

 

 


 

The entities will distribute any excess funds remaining to the property owner on a monthly basis.  In addition, the entities provide financial statements for the property owners and/or governmental organizations. The entities receive a fee from the property owners or governmental organizations for providing parking and parking related management services as described.

 

 

These 5 entities are not consolidated into the Company’s financial statements because the Company is not the primary beneficiary.  In addition, the Company is not the reporting enterprise as defined in FIN 46(R).

 

The evaluation of each entity addressing the scope exceptions under paragraph 4(h) of FIN 46(R) is as follows:

 

(1)                                  The property owners or governmental organizations did not participate in the design of the entities.

(2)                                  The entities only provide parking related services for the property owners or governmental organizations.

(3)                                  The property owners or governmental organizations provide no equity, debt or financial support to the entities.

(4)                                  The activities of the entities are not related to any securitizations or asset-backed financing of the property owners or governmental organizations.

 

Accordingly, none of the conditions included in Paragraph 4(h) are considered applicable.

 

Entity #1

Commencement of Operations

Nature of Activities

% Ownership

Location

A-M Frontier Field

June 1996

Management of Parking Lot

50.0%

Rochester NY

 

The property is owned by “The Greater Rochester Outdoor Sports Facility Corporation”, a party not related to the entity or the Company

 

Entity #2

Commencement of Operations

Nature of Activities

% Ownership

Location

Orlando International Airport Shuttle

October 1992

Management of Shuttle Operations

38.25%

Orlando FL.

 

The property is owned by “The Greater Orlando Aviation Authority, a public and governmental body, a party not related to the entity or the Company

 

Entity #3

Commencement of Operations

Nature of Activities

% Ownership

Location

French Market Lot

May 2003

Management of Parking Lot

50.0%

New Orleans LA.

 

 

 


 

The property is owned by “The French Market Corporation”, a party not related to the entity or the Company.

 

Entity #4

Commencement of Operations

Nature of Activities

% Ownership

Location

City of New Orleans Parking Meters

April 2004

Management  of Parking Meters

50.0%

New Orleans LA.

 

The parking meters are owned by “The City of New Orleans”, a governmental body and a party not related to the entity or the Company.

 

 

Entity #5

Commencement of Operations

Nature of Activities

% Ownership

Location

A-M Rochester Airport

January 1992

Management  of Parking Lot

50.0%

Rochester N.Y..

 

The parking lots are owned by “Monroe County Airport Authority” on behalf of The Greater Rochester International Airport, a governmental organization and a party not related to the entity or the Company.

 

We will expand our disclosure in future filings to include the fact that we are not the primary beneficiary for these entities.

 

 

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: May 12, 2005

 

By:

/s/ G. MARC BAUMANN

 

 

 

Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)

 


 

 

 

 

 

Dated: May 12, 2005

 

By:

/s/ DANIEL R MEYER

 

 

 

 

 

 

 

Senior Vice President, Corporate Controller and

 

 

 

Asst. Treasurer (Principal Accounting Officer)