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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarter ended March 31, 2005 Commission file number 001-13950 CENTRAL PARKING CORPORATION  Tennessee
(State or Other Jurisdiction of Incorporation
or Organization)
    
    62-1052916
(I.R.S. Employer Identification No.)2401 21st Avenue South,
Suite 200, Nashville, Tennessee
(Address of Principal Executive Offices)
    
    37212
(Zip Code)Registrants Telephone Number, Including Area Code:
    
    (615) 297-4255Former name, address and fiscal year, if changed since last report:
    
    Not Applicable
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). YES þ NO o Indicate the number of shares outstanding of each of the registrants classes of common stock as of
the latest practicable date. Class
Common Stock, $0.01 par value
    
    Outstanding at May 5, 2005
36,687,029




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INDEX CENTRAL PARKING CORPORATION AND SUBSIDIARIES PAGEPART I
    
    FINANCIAL INFORMATIONItem 1
    
    Financial Statements (Unaudited)Consolidated Balance Sheets as of March 31, 2005 and September 30, 2004
    
    
    3Consolidated Statements of Income for the three and six months ended March 31, 2005 and 2004
    
    
    4Consolidated Statements of Cash Flows for the six months ended March 31, 2005 and 2004
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3
    
    Quantitative and Qualitative Disclosure about Market Risk
    
    
    19Item 4
    
    Controls and Procedures
    
    
    20PART II
    
    OTHER INFORMATIONItem 1
    
    Legal Proceedings
    
    
    20Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    21Item 6
    
    Exhibits
    
    
    21SIGNATURES
    
    
    24EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO




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##### Table of Contents



Part 1. Financial Information 
  CENTRAL PARKING CORPORATION AND SUBSIDIARIES 
 CONSOLIDATED BALANCE SHEETS
 UNAUDITED
 Amounts in thousands, except share data March 31,
    
    
    September 30,2005
    
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    29,755
    
    
    $
    27,628Management accounts receivable, net of allowance for doubtful accounts of $3,003 and $3,206
at March 31, 2005 and September 30, 2004, respectively
    
    
    55,706
    
    
    
    43,776Accounts receivable  other
    
    
    7,274
    
    
    
    9,334Current portion of notes receivable (including amounts due from related parties of
$1,105 at March 31, 2005 and $1,617 at September 30, 2004)
    
    
    3,962
    
    
    
    6,010Prepaid expenses
    
    
    17,663
    
    
    
    13,045Assets held for sale
    
    
    35,536
    
    
    
    23,724Refundable income taxes
    
    
    31
    
    
    
    1,461Deferred income taxes
    
    
    11,308
    
    
    
    11,177Total current assets
    
    
    161,235
    
    
    
    136,155Notes receivable, less current portion
    
    
    40,331
    
    
    
    41,940Property, equipment, and leasehold improvements, net
    
    
    351,880
    
    
    
    380,256Contracts and lease rights, net
    
    
    85,331
    
    
    
    89,015Goodwill, net
    
    
    232,562
    
    
    
    232,562Investment in and advances to partnerships and joint ventures
    
    
    7,320
    
    
    
    7,824Other assets
    
    
    37,539
    
    
    
    36,616Total assets
    
    $
    916,198
    
    
    $
    924,368LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    43,137
    
    
    $
    46,867Trade accounts payable
    
    
    75,401
    
    
    
    76,964Accrued expenses
    
    
    51,932
    
    
    
    46,807Management accounts payable
    
    
    30,494
    
    
    
    24,640Income taxes payable
    
    
    2,921
    
    
    
    Total current liabilities
    
    
    203,855
    
    
    
    195,278Long-term debt and capital lease obligations, less current portion
    
    
    132,306
    
    
    
    159,188Subordinated convertible debentures
    
    
    78,085
    
    
    
    78,085Deferred rent
    
    
    23,335
    
    
    
    24,450Deferred income taxes
    
    
    13,728
    
    
    
    17,293Other liabilities
    
    
    15,671
    
    
    
    14,977Total liabilities
    
    
    467,010
    
    
    
    489,271Minority interest
    
    
    387
    
    
    
    64Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares authorized, 36,680,694
and 36,582,808 shares issued and outstanding at March 31, 2005 and
September 30, 2004, respectively
    
    
    367
    
    
    
    366Additional paid-in capital
    
    
    250,276
    
    
    
    249,452Accumulated other comprehensive income, net
    
    
    5,178
    
    
    
    879Retained earnings
    
    
    193,685
    
    
    
    185,041Other
    
    
    (705
    )
    
    
    (705
    )Total shareholders equity
    
    
    448,801
    
    
    
    435,033Total liabilities and shareholders equity
    
    $
    916,198
    
    
    $
    924,368
 See accompanying notes to consolidated financial statements. Page 3 of 24




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CENTRAL PARKING CORPORATION AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
 Amounts in thousands, except per share data Three months ended March 31,
    
    
    Six months ended March 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:Parking
    
    $
    136,150
    
    
    $
    143,002
    
    
    $
    277,512
    
    
    $
    291,227Management contracts
    
    
    28,720
    
    
    
    30,306
    
    
    
    59,487
    
    
    
    62,515164,870
    
    
    
    173,308
    
    
    
    336,999
    
    
    
    353,742Reimbursement of management contract expenses
    
    
    127,911
    
    
    
    113,835
    
    
    
    260,422
    
    
    
    226,559Total revenues
    
    
    292,781
    
    
    
    287,143
    
    
    
    597,421
    
    
    
    580,301Costs and expenses:Cost of parking
    
    
    127,495
    
    
    
    131,621
    
    
    
    254,193
    
    
    
    262,471Cost of management contracts
    
    
    15,058
    
    
    
    14,446
    
    
    
    30,291
    
    
    
    28,126General and administrative
    
    
    20,888
    
    
    
    17,680
    
    
    
    39,748
    
    
    
    36,094163,441
    
    
    
    163,747
    
    
    
    324,232
    
    
    
    326,691Reimbursed management contract expenses
    
    
    127,911
    
    
    
    113,835
    
    
    
    260,422
    
    
    
    226,559Total costs and expenses
    
    
    291,352
    
    
    
    277,582
    
    
    
    584,654
    
    
    
    553,250Property-related gains, net
    
    
    14,755
    
    
    
    3,293
    
    
    
    16,635
    
    
    
    4,536Operating earnings
    
    
    16,184
    
    
    
    12,854
    
    
    
    29,402
    
    
    
    31,587Other income (expense):Interest income
    
    
    978
    
    
    
    1,178
    
    
    
    2,184
    
    
    
    2,425Interest expense
    
    
    (4,957
    )
    
    
    (5,103
    )
    
    
    (9,914
    )
    
    
    (10,402
    )Equity in
partnership and joint venture losses
    
    
    (709
    )
    
    
    (2,536
    )
    
    
    (452
    )
    
    
    (1,987
    )Earnings from continuing operations before minority interest and income taxes
    
    
    11,496
    
    
    
    6,393
    
    
    
    21,220
    
    
    
    21,623Minority interest, net of tax
    
    
    (405
    )
    
    
    (787
    )
    
    
    (708
    )
    
    
    (1,762
    )Earnings from continuing operations before income taxes
    
    
    11,091
    
    
    
    5,606
    
    
    
    20,512
    
    
    
    19,861Income tax expense
    
    
    (4,656
    )
    
    
    (2,737
    )
    
    
    (8,299
    )
    
    
    (8,529
    )Earnings from continuing operations
    
    
    6,435
    
    
    
    2,869
    
    
    
    12,213
    
    
    
    11,332Earnings (loss) from discontinued operations, net of tax
    
    
    (171
    )
    
    
    666
    
    
    
    (2,470
    )
    
    
    597Net earnings
    
    $
    6,264
    
    
    $
    3,535
    
    
    $
    9,743
    
    
    $
    11,929Basic (loss) earnings per share:Earnings from continuing operations
    
    $
    0.18
    
    
    $
    0.08
    
    
    $
    0.33
    
    
    $
    0.31Earnings (loss) from discontinued operations, net of tax
    
    
    (0.01
    )
    
    
    0.02
    
    
    
    (0.06
    )
    
    
    0.02Net earnings
    
    $
    0.17
    
    
    $
    0.10
    
    
    $
    0.27
    
    
    $
    0.33Diluted (loss) earnings per share:Earnings from continuing operations
    
    $
    0.18
    
    
    $
    0.08
    
    
    $
    0.33
    
    
    $
    0.31Earnings (loss) from discontinued operations, net of tax
    
    
    (0.01
    )
    
    
    0.02
    
    
    
    (0.06
    )
    
    
    0.02Net earnings
    
    $
    0.17
    
    
    $
    0.10
    
    
    $
    0.27
    
    
    $
    0.33Weighted average shares used for basic per share data
    
    
    36,584
    
    
    
    36,238
    
    
    
    36,574
    
    
    
    36,198Effect of dilutive common stock options
    
    
    112
    
    
    
    285
    
    
    
    99
    
    
    
    166Weighted average shares used for dilutive per share data
    
    
    36,696
    
    
    
    36,523
    
    
    
    36,673
    
    
    
    36,364
 See accompanying notes to consolidated financial statements. Page 4 of 24




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CENTRAL PARKING CORPORATION AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
 Amounts in thousands Six months endedMarch 31,2005
    
    
    2004Cash flows from operating activities:Net earnings
    
    $
    9,743
    
    
    $
    11,929Loss
(earnings) from discontinued operations
    
    
    2,470
    
    
    
    (597
    )Earnings from continuing operations
    
    
    12,213
    
    
    
    11,332Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities:Depreciation and amortization of property
    
    
    14,675
    
    
    
    16,604Equity in partnership and joint venture earnings
    
    
    452
    
    
    
    1,987Distributions from partnerships and joint ventures
    
    
    1,083
    
    
    
    943Property-related gains, net
    
    
    (16,635
    )
    
    
    (4,536
    )Deferred income tax (benefit) expense
    
    
    (4,497
    )
    
    
    701Minority interest, net of tax
    
    
    708
    
    
    
    1,762Changes in operating assets and liabilities:Management accounts receivable
    
    
    (9,030
    )
    
    
    (1,087
    )Accounts receivable  other
    
    
    2,181
    
    
    
    8,399Prepaid expenses
    
    
    (3,878
    )
    
    
    (4,887
    )Other assets
    
    
    (2,394
    )
    
    
    (5,592
    )Trade accounts payable, accrued expenses and other liabilities
    
    
    2,355
    
    
    
    (9,392
    )Management accounts payable
    
    
    5,419
    
    
    
    752Deferred rent
    
    
    (1,115
    )
    
    
    (1,536
    )Refundable income taxes
    
    
    1,432
    
    
    
    1,657Income taxes payable
    
    
    2,917
    
    
    
    Net cash provided by operating activities  continuing operations
    
    
    5,886
    
    
    
    17,107Net cash (used) provided by operating activities  discontinued operations
    
    
    (1,774
    )
    
    
    1,997Net cash provided by operating activities
    
    
    4,112
    
    
    
    19,104Cash flows from investing activities:Proceeds from disposition of property and equipment
    
    
    32,717
    
    
    
    50,916Purchases of property, equipment and leasehold improvements
    
    
    (5,612
    )
    
    
    (5,591
    )Other investing activities
    
    
    2,614
    
    
    
    3,139Net cash provided by investing activities
    
    
    29,719
    
    
    
    48,464Cash flows from financing activities:Dividends paid
    
    
    (1,099
    )
    
    
    (1,090
    )Net borrowings (repayments) under revolving credit agreement
    
    
    51,000
    
    
    
    (49,000
    )Proceeds from issuance of notes payable, net of issuance costs
    
    
    5,748
    
    
    
    1,851Principal repayments on long-term debt and capital lease obligations
    
    
    (88,186
    )
    
    
    (14,732
    )Payment to minority interest partners
    
    
    (247
    )
    
    
    (2,845
    )Proceeds from issuance of common stock and exercise of stock options
    
    
    825
    
    
    
    1,606Net cash used by financing activities
    
    
    (31,959
    )
    
    
    (64,210
    )Foreign currency translation
    
    
    255
    
    
    
    (123
    )Net increase in cash and cash equivalents
    
    
    2,127
    
    
    
    3,235Cash and cash equivalents at beginning of period
    
    
    27,628
    
    
    
    31,572Cash and cash equivalents at end of period
    
    $
    29,755
    
    
    $
    34,807Non-cash transactions:Unrealized gain on fair value of investment securities and derivatives, net of tax
    
    $
    1,193
    
    
    $
    95Issuance of shares related to the deferred stock unit plan
    
    $
    
    
    
    $
    352Cash payments for:Interest
    
    $
    9,129
    
    
    $
    8,377Income taxes
    
    $
    6,256
    
    
    $
    5,034
 See accompanying notes to consolidated financial statements. Page 5 of 24




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CENTRAL PARKING CORPORATION AND SUBSIDIARIES 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
 (1) Basis of Presentation a.The accompanying unaudited consolidated financial statements
of Central Parking Corporation and subsidiaries (Central Parking or the Company) have been
prepared in accordance with U. S. generally accepted accounting principles and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by U. S. generally accepted accounting principles for
complete financial statements. In the opinion of management, the unaudited consolidated financial
statements reflect all adjustments considered necessary for a fair presentation, consisting only of
normal and recurring adjustments. All significant inter-company transactions have been eliminated
in consolidation. Operating results for the three and six months ended March 31, 2005 are not
necessarily indicative of the results that may be expected for the fiscal year ending September 30,
2005. For further information, refer to the consolidated financial statements and footnotes
thereto for the year ended September 30, 2004 (included in the Companys Annual Report on Form
10-K/A). Certain prior period amounts have been reclassified to conform to the current period
presentation. b.The Company applies the intrinsic-value-based method of accounting prescribed by Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees,and related
interpretations including Financial Accounting Standards Board (FASB) Interpretation No. 44,
Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion
No. 25,to account for its fixed-plan stock options. Under this method, compensation expense is
recorded for fixed-plan stock options only if the current market price of the underlying stock
exceeded the exercise price on the date of grant. Statement of Financial Accounting Standards
(SFAS) No. 123 Accounting for Stock Based Compensation, established accounting and disclosure
requirements using a fair-value-based method of accounting for stock-based employee compensation
plans. As allowed by SFAS No. 123 and SFAS No. 148 Accounting for Stock-Based
Compensation-Transition and Disclosure, and amendment of FASB Statement No. 123, the Company has
elected to continue to apply the intrinsic-value-based method of accounting described above, and
has adopted only the disclosure requirements of these statements. In December 2004, the FASB issued
SFAS No. 123R, Share-Based Payment, which will require the Company to compute and recognize
compensation cost of employee services received in exchange for an award of equity investments on
the grant-date at their fair value. The Company will be required to adopt SFAS 123R effective
October 1, 2005. The following table illustrates the effect on net income if the fair-value-based
method had been applied to all outstanding and unvested awards in each period (in thousands). Three Months ended
    
    
    Six Months endedMarch 31,
    
    
    March 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Net earnings, as reported
    
    $
    6,264
    
    
    $
    3,535
    
    
    $
    9,743
    
    
    $
    11,929Add stock-based employee compensation expense
included in reported net income, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deduct total stock-based employee compensation
expense determined under fair-value-based
method for all awards, net of tax
    
    
    (1,036
    )
    
    
    (742
    )
    
    
    (2,198
    )
    
    
    (1,479
    )Pro forma net earnings
    
    $
    5,228
    
    
    $
    2,793
    
    
    $
    7,545
    
    
    $
    10,450Earnings per share:Basic-as reported
    
    $
    0.17
    
    
    $
    0.10
    
    
    $
    0.27
    
    
    $
    0.33Basic-pro forma
    
    $
    0.14
    
    
    $
    0.08
    
    
    $
    0.21
    
    
    $
    0.29Diluted-as reported
    
    $
    0.17
    
    
    $
    0.10
    
    
    $
    0.27
    
    
    $
    0.33Diluted-pro forma
    
    $
    0.14
    
    
    $
    0.08
    
    
    $
    0.21
    
    
    $
    0.29
 Page 6 of 24




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Deductions for stock-based employee compensation expense in the table above were calculated
using the Black-Scholes option pricing model. The Company utilizes both the single option and
multiple option valuation approaches. Allocation of compensation expense were made using
historical option terms for option grants made to the Companys employees and historical Central
Parking Corporation stock price volatility. The Company applies a 40% tax rate to arrive at the
after tax deduction. (2) Earnings Per Share Basic earnings per share excludes dilution and is computed by dividing income available to
common shareholders by the weighted-average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock, or if restricted
shares of common stock were to become fully vested. The subordinated convertible debentures have not been included in the diluted earnings per
share calculation since such securities are anti-dilutive. Such securities were convertible into
1,419,588 shares of common stock on both March 31, 2005 and 2004. For the six months ended March
31, 2005 and 2004, options to purchase 2,762,576 and 3,066,213 shares, respectively are excluded
from the calculation of diluted common shares since they are anti-dilutive. (3) Property-Related Gains, Net The Company routinely disposes of or recognizes impairment related to owned properties,
leasehold improvements, contract rights, lease rights, other intangible assets and other long-term
deferred expenses due to various factors, including economic considerations, unsolicited offers
from third parties, loss of contracts and condemnation proceedings initiated by local government
authorities. Leased and managed properties are also periodically evaluated and determinations may
be made to sell or exit a lease obligation. Gains and losses on the sale or condemnation of
property, equipment, leasehold improvements, contract rights and lease rights are included as a
component of discontinued operations as are gains and losses on the termination, prior to the end
of the contractual term, of lease or management obligations. Impairments associated with parking
facilities that meet the criteria to be classified as assets held-for-sale as defined in SFAS No.
144 are also included as a component of discontinued operations. Impairment charges for property,
equipment, leasehold improvements, contract and lease rights and other intangible assets for
locations that are not being discontinued are included as a component of property-related gains or
losses. A summary of property-related gains and losses for the three and six months ended March
31, 2005 and March 31, 2004 is as follows (in thousands): Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Net gains on partial sale of property held for use
    
    $
    15,548
    
    
    $
    4,243
    
    
    $
    17,490
    
    
    $
    6,260Impairment charges for property, equipment and
leasehold improvements held for use
    
    
    (663
    )
    
    
    (609
    )
    
    
    (724
    )
    
    
    (1,365
    )Impairment charges for contract rights, lease
rights and other intangible assets
    
    
    (130
    )
    
    
    (341
    )
    
    
    (131
    )
    
    
    (359
    )Property-related gains, net
    
    $
    14,755
    
    
    $
    3,293
    
    
    $
    16,635
    
    
    $
    4,536
 (4) Intangible Assets As of March 31, 2005, the Company had the following amortizable intangible assets (in
thousands): GrossCarrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    NetContract and lease rights
    
    $
    145,196
    
    
    $
    59,865
    
    
    $
    85,331Noncompete agreements
    
    
    2,575
    
    
    
    2,384
    
    
    
    191Total
    
    $
    147,771
    
    
    $
    62,249
    
    
    $
    85,522
 Amortization expense related to the intangible assets was $1.8 and $2.1 million for the three
months ended March 31, 2005 and March 31, 2004, and $3.6 and $4.4 million for the six months ended
March 31, 2005 and March 31, 2004. Page 7 of 24




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(5) Long-Term Debt On February 28, 2003, the Company entered into a credit facility (the Credit Facility)
initially providing for an aggregate availability of up to $350 million consisting of a five-year
$175 million revolving loan, including a sub-limit of $90 million for standby letters of credit,
and a $175 million seven-year term loan. The facility is secured by the stock of certain
subsidiaries of the Company, certain real estate assets, and domestic personal property assets of
the Company and certain subsidiaries. On January 25, 2005, the Company completed an amendment to the Credit Facility. The amended
facility reduced the aggregate availability to $300 million consisting of a $225 million revolving
loan and a $75 million term loan. The maturity dates remained the same, February 28, 2008, for the
revolver and March 31, 2010, for the term loan. Additionally, the interest rate margins were
reduced for both the revolver and term loans. The quarterly amortization schedule was also
amended. The new schedule requires the term loan payments in the amount of $187,500 for the
quarters ended March 2005 through March 2008 and $9.1 million for the quarters ended June 2008
through March 2010. The revolving loan is required to be repaid in February 2008. The aggregate
availability under the Credit Facility was $129.0 million at March 31, 2005, which is net of $45.0
million of stand-by letters of credit. The Credit Facility bears interest at LIBOR plus a tier-based margin dependent upon certain
financial ratios. There are separate tiers for the revolving loan and term loan. The weighted
average margin as of March 31, 2005 was 183 basis points. The amount outstanding under the
Companys Credit Facility was $125.8 million consisting of a $74.8 million term loan and a $51.0
million revolving loan, with an overall weighted average interest rate of 4.5% as of March 31,
2005. The amended credit facility continues to contain customary covenants. The Credit Facility
contains covenants including those that require the Company to maintain certain financial ratios,
restrict further indebtedness and certain acquisition activity and limit the amount of dividends
paid. The primary ratios are a leverage ratio, senior leverage ratio and a fixed charge coverage
ratio. Quarterly compliance is calculated using a four quarter rolling methodology and is measured
against specified targets. The Company was in compliance with the covenants at March 31, 2005. (6) Derivative Financial Instruments The Company uses variable rate debt to finance its operations. These debt obligations expose
the Company to variability in interest payments due to changes in interest rates. If interest
rates increase, interest expense increases. Conversely, if interest rates decrease, interest
expense also decreases. Management believes it is prudent to limit the variability of its interest
payments. To meet this objective, the Company periodically enters into various types of derivative
instruments to manage fluctuations in cash flows resulting from interest rate risk. These
instruments include interest rate swaps and caps. Under interest rate swaps, the Company receives
variable interest rate payments and makes fixed interest rate payments, thereby creating fixed-rate
debt. Purchased interest rate cap agreements also protect the Company from increases in interest
rates that would result in increased cash interest payments made under its Credit Facility. Under
interest rate cap agreements, the Company has the right to receive cash if interest rates increase
above a specified level. The Company does not enter into derivative instruments for any purpose other than cash flow
hedging purposes. That is, the Company does not speculate using derivative instruments. The
Company assesses interest rate cash flow risk by continually identifying and monitoring changes in
interest rate exposures that may adversely impact expected future cash flows and by evaluating
hedging opportunities. The Company maintains risk management control systems to monitor interest
rate cash flow risk attributable to both the Companys outstanding or forecasted debt obligations
as well as the Companys offsetting hedge positions. The risk management control systems involve
the use of analytical techniques, including cash flow sensitivity analysis, to estimate the
expected impact of changes in interest rates on the Companys future cash flows. At March 31, 2005, the Companys derivative financial instruments consisted of two interest
rate swaps with a combined notional amount of $87.5 million. These derivative financial
instruments are reported at their fair values and are included as other assets on the consolidated
balance sheets. The following table lists the fair value of the derivative financial instruments
(amounts in thousands): Page 8 of 24




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March 31,
    
    
    September 30,2005
    
    
    2004Derivative instrument assets:Interest rate swaps
    
    $
    3,271
    
    
    $
    1,268
 The underlying terms of the interest rate swaps, including the notional amount, interest rate
index, duration, and reset dates, are identical to those of the associated debt instruments and
therefore the hedging relationship results in no ineffectiveness. Accordingly, such derivative
instruments are classified as cash flow hedges. As such, any changes in the fair market value of
these derivative instruments are included in accumulated other comprehensive income (AOCI) on the
consolidated balance sheets. (7) Discontinued Operations As of March 31, 2005, the Company designated as discontinued operations certain held-for-sale
or disposed locations, with revenues of $4.2 million and pretax loss of $4.0 million for the
six-month period ended March 31, 2005, resulting in a loss from discontinued operations of $2.5
million, net of $4.3 million in property related losses. The facts and circumstances leading to
discontinued operations classification and the expected disposals include expected property sales,
condemnations, or early lease and management agreement terminations. Included in the three and six
months ended March 31, 2005 are the year-to-date results of operations for all locations
discontinued during the respective period as well as the locations designated as held-for-sale
during fiscal year 2004 but not yet sold. The Companys prior period results have been
reclassified to reflect the operations of the locations discontinued in the first half of fiscal
2005 as discontinued operations, net of related income taxes. (8) Recently Issued Accounting Pronouncements In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment.SFAS No. 123R requires
the company to measure the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. SFAS 123R will be effective for the
Company beginning October 1, 2005. The Company is evaluating the effect of adoption on the Company
and has not yet determined the impact of SFAS No. 123R in the Companys financial statements. (9) Commitments and Contingencies In June and July 2003, four stockholders filed separate lawsuits against the Company, its
former CEO, its former CFO and its current CEO in the U. S. District Court for the Middle District
of Tennessee. The plaintiff in each case sought to represent a plaintiff class of purchasers of
Central Parkings Common Stock. The plaintiff in each case claimed that the defendants made
material misrepresentations and/or omissions in connection with the Companys financial statements
for the quarter and fiscal year ended September 30, 2002 and about the Companys internal controls
in violation of the Securities Exchange Act of 1934, which allegedly caused the plaintiffs to buy
Company stock at inflated prices. The cases have been consolidated by the Court. By order dated
December 10, 2003, the Court has consolidated the cases now identified as In re: Central Parking
Corporation Securities Litigation, civil action No. 03-CV-0546, appointed two individuals as
co-lead plaintiffs and approved their selection of counsel. The plaintiffs filed an amended
complaint on February 13, 2004, in which plaintiffs added the Companys Independent Registered
Public Accountant as a defendant and in which the plaintiffs added a number of allegations. The
amended complaint also seeks to extend the putative class period during which investors purchased
the Companys Common Stock by approximately nine months (the new class period is February 5, 2002
to February 13, 2003). On April 23, 2004, the defendants filed motions to dismiss the lawsuit. On
August 11, 2004, the court dismissed all claims against the Companys Independent Registered Public
Accountant, but denied the motion to dismiss with respect to the Company and the individual
defendants. On January 27, 2005, the Company announced that an agreement in principle had been
reached to settle the lawsuit. Under the agreement in principle, the Companys primary liability
insurance carrier would fully fund a $4.9 million payment that would be used to provide all
benefits to shareholder class members and their counsel, and to cover related notice and
administrative costs. The agreement in principle was subject to various conditions, including
documentation of all settlement terms, preliminary approval by the court, notice to shareholders
and final court approval of the agreements fairness and adequacy. On April 8, 2005, the court
entered an order granting preliminary approval of the negotiated settlement. Notice of the
proposed settlement is being mailed to all class members. The deadline for the class members to
object to the settlement or require an exclusion from the class is May 31, 2005. The final hearing
on the proposed settlement is scheduled for June 10, 2005. The settlement remains subject to a
final approval by the court. As a result, there can be no assurance that the matter will be
settled on the terms described above. Page 9 of 24




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The Company arbitrated a rent dispute relating to a five-year real estate lease extension that
began in December 2003. The extension provided for a base rent equal to the greater of $4.75
million annually or fair market value, with an annual rent increase of 1.5%. On December 13, 2004,
the arbitrator ruled that the annual base rent would increase to $7.45 million for the five-year
extension period. Following the issuance of the Arbitrators decision, the Landlord and Company
agreed to terminate the lease, effective January 31, 2005, upon the payment by the Company to the
landlord of $1.9 million, which had been previously accrued by the Company. In addition to the matters described above the Company is subject to various legal proceedings
and claims, which arise in the ordinary course of its business. In the opinion of management, the
ultimate liability with respect to those proceedings and claims will not have a material adverse
effect on the financial position, operations, or liquidity of the Company. The Company maintains
property casualty insurance coverage for individual claims in excess of various dollar amounts,
subject to annual aggregate limits. The primary amount of such coverage is $1 million per
occurrence and $2 million in the aggregate per facility. In addition, the Company purchases
umbrella/excess liability coverage. The Companys various property casualty insurance policies have
deductibles of up to $350,000 that must be met before the insurance companies are required to
reimburse the Company for costs and liabilities relating to covered claims. The Company also
provides health insurance for many of its employees and purchases a stop-loss policy with a
deductible of $150,000 per claim. As a result, the Company is, in effect, self-insured for all of
these types of claims up to the deductible levels. (10) Comprehensive Income Comprehensive income (loss) for the three and six months ended March 31, 2005 and 2004, was as
follows (in thousands): Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,2005
    
    
    2004
    
    
    2005
    
    
    2004Net earnings
    
    $
    6,264
    
    
    $
    3,535
    
    
    $
    9,743
    
    
    $
    11,929Change in fair value of derivatives, net of tax
    
    
    761
    
    
    
    (771
    )
    
    
    1,202
    
    
    
    (153
    )Change in fair value of investment securities, net of tax
    
    
    (36
    )
    
    
    (14
    )
    
    
    (10
    )
    
    
    58Foreign currency cumulative translation adjustment
    
    
    (604
    )
    
    
    597
    
    
    
    3,107
    
    
    
    (123
    )Comprehensive income
    
    $
    6,385
    
    
    $
    3,347
    
    
    $
    14,042
    
    
    $
    11,711
 (11) Business Segments The Company is managed based on segments administered by senior vice presidents. These
segments are generally organized geographically, with exceptions depending on the needs of specific
regions. The following are summaries of revenues and operating earnings (loss) of each segment for
the three and six months ended March 31, 2005 and 2004, as well as identifiable assets for each
segment as of March 31, 2005 and September 30, 2004 (in thousands). Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,Revenues:(1)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Segment One
    
    $
    18,500
    
    
    $
    18,418
    
    
    $
    38,630
    
    
    $
    37,972Segment Two
    
    
    68,347
    
    
    
    72,607
    
    
    
    140,590
    
    
    
    148,947Segment Three
    
    
    5,022
    
    
    
    5,048
    
    
    
    9,693
    
    
    
    9,443Segment Four
    
    
    8,262
    
    
    
    8,812
    
    
    
    17,882
    
    
    
    18,884Segment Five
    
    
    2,578
    
    
    
    2,769
    
    
    
    4,923
    
    
    
    5,427Segment Six
    
    
    21,981
    
    
    
    24,032
    
    
    
    44,726
    
    
    
    48,659Segment Seven
    
    
    15,736
    
    
    
    15,043
    
    
    
    31,755
    
    
    
    32,467Segment Eight
    
    
    21,714
    
    
    
    21,982
    
    
    
    43,300
    
    
    
    44,174Other
    
    
    2,730
    
    
    
    4,597
    
    
    
    5,500
    
    
    
    7,769Total revenues
    
    $
    164,870
    
    
    $
    173,308
    
    
    $
    336,999
    
    
    $
    353,742
   (1)
    Revenues exclude reimbursement of management contract expenses. Such amounts were
$127.9 million and $113.8 million for the three months ended March 31, 2005 and 2004,
respectively, and $260.4 million and $226.6 million for the six months ended March 31, 2005
and 2004, respectively. Page 10 of 24




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Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,Operating earnings (loss):
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Segment One
    
    $
    131
    
    
    $
    103
    
    
    $
    952
    
    
    $
    995Segment Two
    
    
    210
    
    
    
    1,109
    
    
    
    6,435
    
    
    
    7,526Segment Three
    
    
    930
    
    
    
    937
    
    
    
    1,743
    
    
    
    1,872Segment Four
    
    
    11
    
    
    
    2,223
    
    
    
    1,242
    
    
    
    4,018Segment Five
    
    
    431
    
    
    
    557
    
    
    
    748
    
    
    
    963Segment Six
    
    
    1,265
    
    
    
    1,592
    
    
    
    2,843
    
    
    
    4,381Segment Seven
    
    
    1
    
    
    
    (1,983
    )
    
    
    130
    
    
    
    (1,306
    )Segment Eight
    
    
    3,247
    
    
    
    2,855
    
    
    
    5,898
    
    
    
    6,581Other
    
    
    9,958
    
    
    
    5,461
    
    
    
    9,411
    
    
    
    6,557Total operating earnings
    
    $
    16,184
    
    
    $
    12,854
    
    
    $
    29,402
    
    
    $
    31,587
 March 31,
    
    
    September 30,Identifiable assets:
    
    2005
    
    
    2004Segment One
    
    $
    10,180
    
    
    $
    11,696Segment Two
    
    
    323,031
    
    
    
    327,438Segment Three
    
    
    15,538
    
    
    
    12,164Segment Four
    
    
    59,509
    
    
    
    47,885Segment Five
    
    
    1,076
    
    
    
    1,423Segment Six
    
    
    21,475
    
    
    
    22,084Segment Seven
    
    
    34,336
    
    
    
    35,441Segment Eight
    
    
    32,098
    
    
    
    32,099Other
    
    
    418,955
    
    
    
    434,138Total assets
    
    $
    916,198
    
    
    $
    924,368
 Segment One encompasses the western region of the United States and Vancouver, BC. Segment Two encompasses the northeastern United States, including New York City, New Jersey, Boston
and Philadelphia. Segment Three encompasses the USA Parking acquisition. Segment Four encompasses Europe, Puerto Rico, Central and South America. Segment Five encompasses Nashville, TN. Segment Six encompasses Nebraska, Oklahoma, Missouri, and the Midwestern region of the United
States. It also includes Canada, excluding Vancouver. Segment Seven encompasses the Mid-Atlantic region of the United States to include Virginia,
Washington DC and Baltimore. It also includes Pennsylvania and western New York. Segment Eight encompasses Florida, Alabama, parts of Tennessee and the southeastern region of the
United States to include the Gulf Coast region and Texas. Other encompasses the home office, eliminations, certain owned real estate, and certain
partnerships. 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements May Prove Inaccurate This report includes various forward-looking statements regarding the Company that are subject
to risks and uncertainties, including, without limitation, the factors set forth below and under
the caption Risk Factors in the Managements Discussion and Analysis of Financial Condition and
Results of Operations section of the Companys annual report on Form 10-K/A for the year ended
September 30, 2004. Forward-looking statements include, but are not limited to, discussions
regarding the Companys operating strategy, growth strategy, acquisition strategy, cost savings
initiatives, industry, economic conditions, financial condition, liquidity and capital resources,
results of operations and impact of new accounting pronouncements. Such statements include, but are
not limited to, statements preceded by, followed by or that otherwise include the words believes,
expects, anticipates, intends, seeks, estimates, projects, objective, strategy,
outlook, assumptions, guidance, forecasts, goal, intends, pursue, will Page 11 of 24




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likely result, will continue or similar expressions. For those statements, the Company
claims the protection of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995. The following important factors, in addition to those discussed elsewhere in this document,
and the Companys 10-K/A, could affect the future financial results of the Company and could cause
actual results to differ materially from those expressed in forward-looking statements contained in
news releases and other public statements by the Company:  -
    the Companys ability to achieve the goals described in this report and other reports
filed with the Securities and Exchange Commission, including but not limited to, the
Companys ability to  -
    increase cash flow by reducing operating costs, accounts receivable and indebtedness;-
    cover the fixed cost of its leased and owned facilities and
maintain adequate liquidity through its cash resources and credit facility;-
    integrate future acquisitions, in light of challenges in
retaining key employees, synchronizing business processes and efficiently
integrating facilities, marketing, and operations;-
    comply with the terms of its credit facility or obtain waivers of noncompliance;-
    reduce operating losses at unprofitable locations;-
    form and maintain strategic relationships with certain large real estate owners and
operators; and-
    renew existing insurance coverage and obtain performance and surety bonds on favorable
terms;  -
    successful implementation of the Companys operating and growth strategy;-
    interest rate fluctuations;-
    the loss, or renewal on less favorable terms, of existing management contracts and
leases and the failure to add new locations on favorable terms;-
    the timing of property-related gains and losses;-
    pre-opening, start-up and break-in costs of parking facilities;-
    player strikes or other events affecting major league sports;-
    changes in economic and business conditions at the local, regional, national or international levels;-
    changes in patterns of air travel or automobile usage, including but not limited to
effects of weather on travel and transportation patterns;-
    the impact of litigation, including but not limited to, the finalization of the
proposed settlement of the securities class action lawsuit pending against the Company;-
    higher premium and claims costs relating to medical, liability, workers compensation
and other insurance programs;-
    compliance with, or changes in, local, state, national and international laws and
regulations, including, without limitation, local regulations, restrictions and taxation on
real property, parking and automobile usage, security measures, environmental, anti-trust
and consumer protection laws;-
    changes in current parking rates and pricing of services to clients;-
    extraordinary events affecting parking facilities that the Company manages, including
labor strikes, emergency safety measures, military or terrorist attacks and natural
disasters;-
    the loss of key employees; and-
    the other factors discussed under the heading Risk Factors included in the
Managements Discussion and Analysis of Financial Condition and Results of Operations
included in the Companys Annual Report on Form 10-K/A for the fiscal year ended September
30, 2004. Page 12 of 24




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Overview The Company is a leading provider of parking and related services. Central Parking operates
parking facilities in 37 states, the District of Columbia, Canada, Puerto Rico, Mexico, Chile,
Columbia, Peru, Venezuela, the United Kingdom, the Republic of Ireland, Spain, Germany, Poland,
Greece, Italy and Switzerland. The Company also provides ancillary products and services,
including parking consulting, shuttle, valet, on-street and parking meter enforcement, and billing
and collection services. As of March 31, 2005, Central Parking operated 1,675 parking facilities
through management contracts, leased 1,624 parking facilities, and owned 188 parking facilities,
either independently or in joint ventures with third parties. Central Parking operates parking facilities under three general types of arrangements:
management contracts, leases and fee ownership. Parking revenues consist of revenues from leased
and owned facilities. Cost of parking relates to both leased and owned facilities and includes
rent, payroll and related benefits, depreciation (if applicable), maintenance, insurance, and
general operating expenses. Management contract revenues consist of management fees (both fixed
and performance based) and fees for ancillary services such as insurance, accounting, equipment
leasing, and consulting. The cost of management contracts includes insurance premiums, claims and
other direct overhead. The Company believes that most commercial real estate developers and property owners view
services such as parking as potential profit centers rather than cost centers. Many of these
parties outsource parking operations to parking management companies in an effort to maximize
profits or leverage the original rental value to a third-party lender. Parking management
companies can increase profits by using managerial skills and experience, operating systems, and
operating controls unique to the parking industry. The Companys strategy is to increase the number of profitable parking facilities it operates
by focusing its marketing efforts on adding facilities at the local level, targeting real estate
managers and developers with a national presence, pursuing strategic acquisitions of other parking
service operators on a selective basis, and expanding its international operations. The Company continues to view privatization of certain governmental operations and facilities
as an opportunity for the parking industry. For example, privatization of on-street parking fee
collection and enforcement in the United Kingdom has provided significant opportunities for private
parking companies. In the United States, several cities have awarded on-street parking fee
collection and enforcement and parking meter service contracts to for-profit parking companies such
as Central Parking. Critical Accounting Policies Managements Discussion and Analysis of Financial Condition and Results of Operations
discusses the Companys consolidated financial statements, which have been prepared in accordance
with U.S. generally accepted accounting principles. Accounting estimates are an integral part of
the preparation of the financial statements and the financial reporting process and are based upon
current judgments. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during
the reported period. Certain accounting estimates are particularly sensitive because of their
complexity and the possibility that future events affecting them may differ materially from the
Companys current judgments and estimates. This listing of critical accounting policies is not intended to be a comprehensive list of all
of the Companys accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by U.S. generally accepted accounting principles, with no need
for managements judgment regarding accounting policy. The Company believes that of its significant
accounting policies, as discussed in Note 1 to the consolidated financial statements included in
the Companys Annual Report on Form 10-K/A for the year ended September 30, 2004, the following
involve a higher degree of judgment and complexity: Impairment of Long-Lived Assets and Goodwill As of March 31, 2005, the Companys long-lived assets were comprised primarily of $351.9
million of property, equipment and leasehold improvements, $85.3 million of contract and lease
rights, $232.6 million of goodwill and $11.7 million of deferred expenses. In accounting for the
Companys long-lived assets, other than goodwill and other intangible assets, the Company applies
the provisions of Statement of Financial Accounting Page 13 of 24




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Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
The Company accounts for goodwill and other intangible assets under the provisions of SFAS No. 142,
Goodwill and Other Intangible Assets. The determination and measurement of an impairment loss under these accounting standards
require the continuous use of significant judgment and estimates. The determination of fair value
of these assets includes cash flow projections that assume certain future revenue and cost levels,
assumed discount rates based upon current market conditions and other valuation factors, all of
which involve the use of significant judgment and estimation. The Company recorded impairment
losses of approximately $1.8 million ($0.8 million in continuing operations and $1.0 million in
discontinued operations) during the three months ended March 31, 2005 as a result of
underperforming locations, upon termination or disposal and premature closures and $4.2 million
($0.9 in continuing operations and $3.3 million in discontinued operations) during the six months
ended March 31, 2005 as a result of underperforming locations, upon termination or disposal and
premature closures. Future events may indicate differences from managements judgments and
estimates, which could, in turn, result in increased impairment charges in the future. Future
events that may result in increased impairment charges include increases in interest rates, which
would impact discount rates, unfavorable economic conditions or other factors, which could decrease
revenues and profitability of existing locations, and changes in the cost structure of existing
facilities. Contract and Lease Rights As of March 31, 2005, the Company had $85.3 million of contract and lease rights. The Company
capitalizes payments made to third parties, which provide the Company the right to manage or lease
facilities. Lease rights and management contract rights, which are purchased individually, are
amortized on a straight-line basis over the original terms of the related agreements, which range
from 5 to 30 years. Management contract rights acquired through acquisition of an entity are
amortized as a group over the estimated term of the contracts, including anticipated renewals and
terminations based on the Companys historical experience (typically 15 years). If the renewal rate
of contracts within an acquired group is less than initially estimated, accelerated amortization or
impairment may be necessary. Allowance for Doubtful Accounts As of March 31, 2005, the Company had $66.0 million of gross trade receivables, including
management accounts receivable and accounts receivable  other. Additionally, the Company had a
recorded allowance for doubtful accounts of $3.0 million. The Company reports management accounts
receivable, net of an allowance for doubtful accounts, to represent its estimate of the amount that
ultimately will be realized in cash. The Company reviews the adequacy of its allowance for
doubtful accounts on an ongoing basis, using historical collection trends, analyses of receivable
portfolios by region and by source, aging of receivables, as well as review of specific accounts,
and makes adjustments in the allowance as necessary. Changes in economic conditions, specifically
in the Northeast United States, could have an impact on the collection of existing receivable
balances or future allowance considerations. Insurance The Company purchases comprehensive liability insurance covering certain claims that occur at
parking facilities it owns, leases or manages. The primary amount of such coverage is $1 million
per occurrence and $2 million in the aggregate per facility. In addition, the Company purchases
umbrella/excess liability coverage. The Companys various liability insurance policies have
deductibles of up to $350,000 that must be met before the insurance companies are required to
reimburse the Company for costs incurred relating to covered claims. In addition, the Companys
workers compensation program has a deductible of $250,000. The Company also provides health
insurance for many of its employees and purchases a stop-loss policy with a deductible of $150,000
per claim. As a result, the Company is, in effect, self-insured for all claims up to the
deductible levels. The Company applies the provisions of SFAS No. 5, Accounting for Contingencies,
in determining the timing and amount of expense recognition associated with claims against the
Company. The expense recognition is based upon managements determination of an unfavorable
outcome of a claim being deemed as probable and reasonably estimated, as defined in SFAS No. 5.
This determination requires the use of judgment in both the estimation of probability and the
amount to be recognized as an expense. Management utilizes historical experience with similar
claims along with input from legal counsel and third party administrators in determining the
likelihood and extent of an unfavorable outcome for certain general litigation. Future events may
indicate differences from these judgments and estimates and result in increased expense recognition
in the future. Income Taxes The Company uses the asset and liability method of SFAS No. 109, Accounting for Income Taxes,
to Page 14 of 24




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account for income taxes. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to be recovered or
settled. The Company has certain net operating loss carry forwards, which expire between 2005 and
2018. The ability of the Company to fully utilize these net operating losses to offset taxable
income is limited due to changes in ownership of the companies, which generated these losses. These
limitations have been considered in the determination of the Companys deferred tax asset valuation
allowance. The valuation allowance provides for net operating loss carry forwards for which
recoverability is deemed to be uncertain. The carrying value of the Companys net deferred tax
assets assumes that the Company will be able to generate sufficient future taxable income in
certain tax jurisdictions, based on estimates and assumptions. If these estimates and related
assumptions change in the future, the Company will be required to adjust its deferred tax valuation
allowances. Recent Accounting Pronouncements In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R,
Share-Based Payment.SFAS No. 123R requires the company to measure the cost of employee services
received in exchange for an award of equity instruments based on the grant-date fair value of the
award. SFAS 123R will be effective for the company beginning October 1, 2005. The Company is
evaluating the effect of adoption on the Company and has not yet determined the impact of SFAS No.
123R on the Companys financial statements. Results of Operations Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004 Parking revenues in the second quarter of fiscal year 2005 decreased to $136.2 million from
$143.0 million in the second quarter of fiscal year 2004, a decrease of $6.8 million, or 4.8%. The
decrease of $6.8 million is due to a decrease of $7.1 million related to closed locations and a
decrease of $3.9 million related to contracts converted from lease to management deals, offset by
an increase of $3.8 million in new locations, and an increase in same store sales of $0.4 million. Management contract revenues for the second quarter of fiscal 2005 decreased to $28.7 million
from $30.3 million in the second quarter of fiscal year 2004, a decline of $1.6 million or 5.2%.
The decrease was related to contract term changes. Cost of parking in the second quarter of 2005 decreased to $127.5 million from $131.6 million
in the second quarter of 2004, a decrease of $4.1 million or 3.1%. During the second quarter of
fiscal 2005, the Company had a $3.8 million decline in rent expense due to fewer operating
locations and renegotiated lease agreements, a $1.2 million decrease in payroll due in large part
to reduced overtime, and a $0.5 million decrease in property taxes. Items offsetting these expense
reductions in cost of parking were higher insurance costs due to actuarial adjustments in accruals
related to higher than estimated claims costs in liability. Rent expense as a percentage of
parking revenues decreased to 51.6% during the quarter ended March 31, 2005, from 51.8% in the
quarter ended March 31, 2004. The rent expense percent of revenue was lower, as a significant
portion of the companys rent agreements have percentage rent clauses and are dependent on
revenues. Payroll and benefit expenses were 18.7% of parking revenues during the second quarter of
fiscal 2005 as compared to 18.6% in the comparable prior year period. Cost of parking as a
percentage of parking revenues increased to 93.6% in the second quarter of fiscal 2005 from 92.0%
in the second quarter of fiscal 2004. Cost of management contracts in the second quarter of fiscal 2005 increased to $15.1 million
from $14.4 million in the comparable period in 2004, an increase of $0.6 million or 4.2%. The
increase was primarily caused by additional insurance related costs; offset by a decrease in other
expenses. Cost of management contracts as a percentage of management contract revenue increased to
52.4% for the second fiscal quarter of 2005 from 47.7% for the same period in 2004. General and administrative expenses increased to $20.9 million for the second quarter of
fiscal 2005 from $17.7 million in the second quarter of fiscal 2004, an increase of $3.2 million or
18.1%. This increase is due to an increase in professional expenses
of $0.9 million related to
Sarbanes-Oxley compliance efforts, an increase of $1.9 million in payroll and severance costs and
$0.4 million in other expenses. General and administrative expenses as a percentage of total
revenues (excluding reimbursement of management contract expenses) increased to 12.7% for the
second Page 15 of 24




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quarter of fiscal 2005 compared to 10.2% for the second quarter of fiscal 2004. Net property-related gains for the three months ended March 31, 2005 were $14.8 million. The
$14.8 million gain was comprised of a gain on sale of property of $15.6 million comprised primarily
of a gain of $9.7 million on a property in New York and a gain of $5.5 million on a property in
Denver. The Company incurred $0.8 million of impairments of leasehold improvements, contract
rights and other intangible assets primarily related to three locations in segment two, one
location in segment six and one location in segment eight. Based on current operating results, the
Companys recent forecast for the next fiscal year, required capital improvements, and certain
lease term uncertainties, management determined that the projected cash flows for these locations
would not be enough to recover the remaining value of the assets. The Companys property-related
gains for the three months ended March 31, 2004 of $3.3 million were comprised primarily of a gain
on sale of property of $4.2 million partially offset by $0.9 million of impairments of contract
rights, leasehold improvements and deferred expenses primarily related to one location in New York
and one location in Atlanta. For the three months ended March 31, 2005, the Company either disposed of or designated as
held-for-sale certain locations, resulting in loss from discontinued operations of $0.2 million,
net of tax. The Companys prior period results were reclassified to reflect the operations of the
locations discontinued in the first and second quarter of fiscal 2005 as discontinued operations,
net of related income taxes. Interest expense decreased to $5.0 million for the first quarter of fiscal 2005 from $5.1
million in the first quarter of fiscal 2004, a decrease of $0.1 million or 2.0%. The decrease was
attributed to a decrease in the weighted average debt outstanding under the Credit Facility. The weighted average balance outstanding for the Companys debt obligations and subordinated
convertible debentures was $291.4 million during the quarter ended March 31, 2005, at a weighted
average interest rate of 6.2% compared to a weighted average balance outstanding of $311.5 million
at a weighted average rate of 6.1% during the quarter ended March 31, 2004. Amortization of
deferred finance costs was included in the calculation of the weighted average interest rate. The Company recorded an income tax expense on earnings from continuing operations of $4.7
million for the second quarter of fiscal 2005 as compared to income tax expense of $2.7 million in
the second quarter of fiscal 2004, a change of $2.0 million. The effective tax rate on earnings
from continuing operations before income taxes for the second quarter of fiscal 2005 was 42.0%
compared to 48.8% for the first quarter of fiscal 2004. The decrease in the effective tax rate is
due to the mixture of domestic and foreign earnings. Six Months Ended March 31, 2005 Compared to Six Months Ended March 31, 2004 Parking revenues in the first half of fiscal year 2005 decreased to $277.5 million from $291.2
million in the first half of fiscal year 2004, a decrease of $13.7 million, or 4.7%. The decrease
of $13.7 million is due to a decrease of $15.3 million for closed locations and a decrease of
$8.2 million related to contracts converted from lease to management deals, offset by an increase
in same store sales of $2.6 million and an increase from new locations of $7.2 million. Management contract revenues for the first half of fiscal 2005 decreased to $59.5 million from
$62.5 million in the first half of fiscal year 2004, a decline of $3.0 million or 4.8%. The
decrease was related to fewer special events at stadium locations in New York and changes in
contract terms. Cost of parking in the first half of 2005 decreased to $254.2 million from $262.5 million in
first half of 2004, a decrease of $8.3 million or 3.2%. During the first half of fiscal 2005, the
Company had a $6.4 million decline in rent expense due to fewer operating locations and
renegotiated lease agreements, a $2.7 million decrease in payroll due in large part to reduced
overtime and a $1.2 decrease in property taxes. Items offsetting these expense reductions in cost
of parking were higher insurance costs due to actuarial adjustments in accruals related to higher
than estimated claims costs in liability. Rent expense as a percentage of parking revenues
increased to 51.4% during the six months ended March 31, 2005, from 51.1% in the six months ended
March 31, 2004. The rent expense as a percent of revenue was higher, because a significant portion
of the Companys rent agreements have fixed rates and are dependent on revenues. As such, as
revenues decrease, there is not a proportionate decrease in rent expense. Payroll and benefit
expenses were 18.4% of parking revenues during the first half of fiscal 2005 as compared to 18.5%
in the comparable prior year period. Cost of parking as a percentage of parking revenues increased
to 91.6% in the first half of fiscal Page 16 of 24




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2005 from 90.1% in the first half of fiscal 2004. Cost of management contracts in the first half of fiscal 2005 increased to $30.3 million from
$28.1 million in the comparable period in 2004, an increase of $2.2 million or 7.8%. The increase
was primarily caused by an increase of $1.0 million in group insurance claims expense and an
additional $1.7 in other insurance related costs, offset by $0.5 million decrease in other
expenses. Cost of management contracts as a percentage of management contract revenue increased to
50.9% for the first half of 2005 from 45.0% for the same period in 2004. General and administrative expenses increased to $39.7 million for the first half of fiscal
2005 from $36.1 million in the first half of fiscal 2004, an
increase of $3.6 million or 10.1%.
This increase is due to an increase in professional expenses of $1.5 million related to
Sarbanes-Oxley compliance efforts and an increase of $2.5 million in payroll and severance costs
for the first half of fiscal 2005. General and administrative expenses as a percentage of total
revenues (excluding reimbursement of management contract expenses) increased to 11.8% for the first
half of fiscal 2005 compared to 10.2% for the first half of fiscal 2004. Net property-related gains for the six months ended March 31, 2005 was $16.6 million. The
$16.6 million gain was comprised of a gain on sale of property of $17.5 million comprised primarily
of a gain of $9.7 million on a property in New York and $5.5 million on a property in Denver. The
Company incurred $0.9 million of impairments of leasehold improvements, contract rights and other
intangible assets primarily related to three locations in segment two, one location in segment
seven and one location in segment nine. Based on current operating results, the Companys recent
forecast for the next fiscal year, required capital improvements, and certain lease term
uncertainties, management determined that the projected cash flows for these locations would not be
enough to recover the remaining value of the assets. Net property-related gains for the six months
ended March 31, 2004 was $4.5 million. The $4.5 million gain was comprised of a gain on sale of
property of $6.3 million partially offset by $1.8 million of impairments of contract rights,
leasehold improvements and deferred expenses related to locations which management plans to
continue to operate. For the six months ended March 31, 2005, the Company either disposed of or designated as
held-for-sale or disposal certain locations, resulting in a loss from discontinued operations of
$2.5 million, net of tax. The Companys prior period results were reclassified to reflect the
operations of the locations discontinued in the first and second quarter of fiscal 2005 as
discontinued operations, net of related income taxes. Interest expense decreased to $9.9 million for the first half of fiscal 2005 from $10.4
million in the first half of fiscal 2004, a decrease of
$0.5 million or 4.7%. The decrease was
attributed to a decrease in the weighted average debt outstanding under the Credit Facility. The weighted average balance outstanding for the Companys debt obligations and subordinated
convertible debentures was $292.4 million during the six months ended March 31, 2005, at a weighted
average interest rate of 6.1% compared to a weighted average balance outstanding of $329.1 million
at a weighted average rate of 5.8% during the six months ended March 31, 2004. Amortization of
deferred finance costs was included in the calculation of the weighted average interest rate. The Company recorded an income tax expense on earnings from continuing operations of $8.3
million for the first half of fiscal 2005 as compared to income tax expense of $8.5 million in the
first half of fiscal 2004, a change of $0.2 million. The effective tax rate on earnings from
continuing operations before income taxes for the first half of fiscal 2005 was 40.5% compared to
42.9% for the first half of fiscal 2004. The decrease in the effective tax rate is due to the
mixture of domestic and foreign earnings. Liquidity and Capital Resources Net cash provided by operating activities for the six months ended March 31, 2005 was $4.1
million, a decrease of $15.0 million from net cash provided by operating activities of $19.1
million for the six months ended March 31, 2004. The primary factors, which contributed to this
change, were a decrease in net earnings and an increase in operating assets primarily related to
accounts receivable increases in the United Kingdom as a result of new contracts for the six months
ended March 31, 2005. Net cash provided by investing activities was $29.7 million for the six months ended March 31,
2005 compared to $48.5 million for the same period in the prior year. This change was primarily due
to a decrease in proceeds from Page 17 of 24




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the disposition of property and equipment. The $32.7 million proceeds for the six months
ended March 31, 2005, related primarily to a property sale in Denver and New York. The $50.9
million of proceeds from disposition consists primarily of $31.7 million received from the sale of
six properties and $19.2 million received from Connex as part of the conversion of the United
Kingdom rail contract from a leased arrangement to a management agreement for the six months ended
March 31, 2004. Net cash used by financing activities for the six months ended March 31, 2005 was $32.0
million compared to cash used of $64.2 million in the six months ended March 31, 2004. This change
was primarily due to lower credit facility repayments during the six months ended March
31, 2005 as compared to repayments on the Credit Facility during the six months ended March 31,
2004. On February 28, 2003, the Company entered into a credit facility (the Credit Facility)
initially providing for an aggregate availability of up to $350 million consisting of a five-year
$175 million revolving loan, including a sub-limit of $90 million for standby letters of credit,
and a $175 million seven-year term loan. The facility is secured by the stock of certain
subsidiaries of the Company, certain real estate assets, and domestic personal property assets of
the Company and certain subsidiaries. On January 25, 2005, the Company completed an amendment to the Credit Facility. The amended
facility reduced the aggregate availability to $300 million consisting of a $225 million revolving
loan and a $75 million term loan. The maturity dates remained the same, February 28, 2008, for the
revolver and March 31, 2010, for the term loan. Additionally, the interest rate margins were
reduced for both the revolver and term loans. The quarterly amortization schedule was also
amended. The new schedule requires the term loan payments in the amount of $187,500 for the
quarters ended March 2005 through March 2008 and $9.1 million for the quarters ended June 2008
through March 2010. The revolving loan is required to be repaid in February 2008. The aggregate
availability under the Credit Facility was $129.0 million at
March 31, 2005, which is a net of $45.0 million of
stand-by letters of credit. The Credit Facility bears interest at LIBOR plus a tier-based margin dependent upon certain
financial ratios. There are separate tiers for the revolving loan and term loan. The weighted
average margin as of March 31, 2005 was 183 basis points. The amount outstanding under the
Companys Credit Facility was $125.8 million consisting of a $74.8 million term loan and a $51.0
million revolving loan, with an overall weighted average interest rate of 4.5% as of March 31,
2005. The amended credit facility continues to contain customary covenants. The Credit Facility
contains covenants including those that require the Company to maintain certain financial ratios,
restrict further indebtedness and certain acquisition activity and limit the amount of dividends
paid. The primary ratios are a leverage ratio, senior leverage ratio and a fixed charge coverage
ratio. Quarterly compliance is calculated using a four quarter rolling methodology and is measured
against specified targets. The Company was in compliance with the covenants at March 31, 2005. Central Parking believes its cash flows and the Credit Facility are sufficient for its cash
needs over the next twelve months; however if Central Parking identifies investment opportunities
requiring cash in excess of Central Parkings cash flows and the Credit Facility, Central Parking
may seek additional sources of capital, including seeking to further amend the Credit Facility to
obtain additional indebtedness. Future Cash Commitments The Company routinely makes capital expenditures to maintain or enhance parking facilities
under its control. The Company expects capital expenditures for fiscal 2005 to be approximately
$17 to $19 million, of which the Company has spent $5.6 million during the first six months of
fiscal 2005. The following tables summarize the Companys total contracted obligations and commercial
commitments as of March 31, 2005 (amounts in thousands): Page 18 of 24




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Payments due by periodLess than
    
    
    1-3
    
    
    3-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsLong-term debt and capital
Lease obligations
    
    $
    175,443
    
    
    $
    43,137
    
    
    $
    5,148
    
    
    $
    126,567
    
    
    $
    591Subordinated convertible debentures
    
    
    78,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,085Operating leases
    
    
    1,195,887
    
    
    
    213,428
    
    
    
    313,603
    
    
    
    186,429
    
    
    
    482,427Total contractual cash obligations
    
    $
    1,449,415
    
    
    $
    256,565
    
    
    $
    318,751
    
    
    $
    312,996
    
    
    $
    561,103
 Amount of commitment expiration per periodLess than
    
    
    1-3
    
    
    3-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsUnused lines of credit
    
    $
    128,973
    
    
    $
    
    
    
    $
    
    
    
    $
    128,973
    
    
    $
    Other commercial commitments
    
    
    1,453
    
    
    
    1,453
    
    
    
    
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    130,426
    
    
    $
    1,453
    
    
    $
    
    
    
    $
    128,973
    
    
    $
    
 Other commercial commitments consist of interest expense to be paid to the owner of Edison. Unused lines of credit as of March 31, 2005 are reduced by $45.0 million of standby letters of
credit. 
 Item 3. Quantitative and Qualitative Disclosure about Market Risk Interest Rates The Companys primary exposure to market risk consists of changes in interest rates on
variable rate borrowings. As of March 31, 2005, the Company had $125.8 million of variable rate
debt outstanding under the Credit Facility priced at LIBOR plus a weighted average margin of 183
basis points. Of this amount, $74.8 million of the Credit Facility is payable in quarterly
installments of $187,500 through March 2008 and quarterly payments of $9.1 million from June 2008
through March 2010 and $51.0 million in revolving credit loans, which are due in February 2008.
The Company anticipates paying the scheduled quarterly payments from operating cash flows. The Company is required under the Credit Facility to enter into and maintain interest rate
protection agreements designed to limit the Companys exposure to increases in interest rates. On
May 30, 2003, the Company entered into two interest rate swap transactions for a total of $87.5
million. Both transactions swapped the Companys floating LIBOR interest rates for fixed interest
rate of 2.5% until June 30, 2007. Both of these derivative instruments have terms consistent with
the terms of the Credit Facility and qualify as cash flow hedges. The weighted average interest rate on the Companys Credit Facility at March 31, 2005 was
4.5%, including the effect of the related interest rate swaps. An increase (decrease) in LIBOR of
1% would result in an increase (decrease) of annual interest
expense of $0.8 million based on the
Companys un-hedged outstanding Credit Facility balance of $83.3 million at March 31, 2005. In March 2000, a limited liability company, of which the Company is the sole shareholder,
purchased a parking structure for $19.6 million and financed $13.3 million of the purchase price
with a five-year note bearing interest at one-month floating LIBOR plus 162.5 basis points. In
April 2005, the limited liability company amended the note. The amendment extended the term to a
maturity date of February 28, 2008. The amended $12.7 million loan will continue to bear interest
as a floating basis based on LIBOR plus 162.5 basis points. The Company intends to swap the
floating LIBOR rate to a fixed rate with the terms of the derivative instrument being consistent
with the amended loan. Foreign Currency Risk The Companys exposure to foreign exchange risk is minimal. As of March 31, 2005, the Company
has approximately GBP 0.6 million (USD $1.2 million) of cash and cash equivalents denominated in
British pounds, EUR 2.7 million (USD $3.5 million) denominated in euros, CAD 1.5 million (USD $1.3
million) denominated in Canadian dollars, and USD $1.2 million denominated in various other foreign
currencies. The Company also has GBP 2.4 million (USD $4.5 million) of notes payable and EUR 0.7
million (USD $1.0 million) of notes payable denominated in euros at March 31, 2005. These notes
bear interest at a floating rate of 4.1% as of March 31, 2005, and require monthly principal and
interest payments through 2012. The Company does not hold any hedging instruments related to
foreign currency transactions. The Company monitors foreign currency positions and may Page 19 of 24




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enter into certain hedging instruments in the future should it determine that exposure to
foreign exchange risk has increased. Based on the Companys overall currency rate exposure as of
March 31, 2005, management does not believe a near-term change in currency rates, based on
historical currency movements, would materially affect the Companys financial statements. 
 ITEM 4. Controls and Procedures  (a)
    Evaluation of disclosure controls and procedures: Under the supervision and with
participation of the Companys management, including the Companys Chief Executive Officer
and Chief Financial Officer, the Company conducted an evaluation of its disclosure controls
and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under
the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls
and procedures as of March 31, 2005 are effective in timely alerting them to material
information required to be included in the Companys periodic reports and that such
information is (i) accumulated and communicated to the Companys management in a timely
manner, and (ii) recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms.(b)
    Changes in internal control over financial reporting: There has been no change (including
corrective actions with regard to significant deficiencies) in the Companys internal control
over financial reporting that has occurred during the Companys fiscal quarter ended March 31,
2005 that has materially affected, or is reasonably likely to materially affect the Companys
internal control over financial reporting. 
 PART II. OTHER INFORMATION 
 Item 1. Legal Proceedings In June and July 2003, four stockholders filed separate lawsuits against the Company, its
former CEO, its former CFO and its current CEO in the U. S. District Court for the Middle District
of Tennessee. The plaintiff in each case sought to represent a plaintiff class of purchasers of
Central Parkings Common Stock. The plaintiff in each case claimed that the defendants made
material misrepresentations and/or omissions in connection with the Companys financial statements
for the quarter and fiscal year ended September 30, 2002 and about the Companys internal controls
in violation of the Securities Exchange Act of 1934, which allegedly caused the plaintiffs to buy
Company stock at inflated prices. The cases have been consolidated by the Court. By order dated
December 10, 2003, the Court has consolidated the cases now identified as In re: Central Parking
Corporation Securities Litigation, civil action No. 03-CV-0546, appointed two individuals as
co-lead plaintiffs and approved their selection of counsel. The plaintiffs filed an amended
complaint on February 13, 2004, in which plaintiffs added the Companys Independent Registered
Public Accountant as a defendant and in which the plaintiffs added a number of allegations. The
amended complaint also sought to extend the putative class period during which investors purchased
the Companys Common Stock by approximately nine months (the new class period is February 5, 2002
to February 13, 2003). On April 23, 2004, the defendants filed motions to dismiss the lawsuit. On
August 11, 2004, the court dismissed all claims against the Companys Independent Registered Public
Accountant, but denied the motion to dismiss with respect to the Company and the individual
defendants. On January 27, 2005, the Company announced that an agreement in principle had been
reached to settle the lawsuit. Under the agreement in principle, the Companys primary liability
insurance carrier would fully fund a $4.85 million payment that would be used to provide all
benefits to shareholder class members and their counsel, and to cover related notice and
administrative costs. The agreement in principle was subject to various conditions, including
documentation of all settlement terms, preliminary approval by the court, notice to shareholders
and final court approval of the agreements fairness and adequacy. On April 8, 2005, the court
entered an order granting preliminary approval of the negotiated settlement. Notice of the
proposed settlement is being mailed to all class members. The deadline for the class members to
object to the settlement or require an exclusion from the class is May 31, 2005. The final hearing
on the proposed settlement is scheduled for June 10, 2005. The settlement remains subject to a
final approval by the court. As a result, there can be no assurance that the matter will be
settled on the terms described above. In October 2004, two shareholders filed separate derivative complaints asserting breach of
fiduciary duty by certain present and former officers and directors of the Company. The Company
was named as a nominal defendant in these cases. No demand to initiate either action was made
prior to the filing of these lawsuits. The complaints allege that the defendants breached their
fiduciary duty by failing to insure that the Company maintained adequate internal controls over its
financial reporting regarding accounts payable and receivables. These cases have been consolidated
under the Page 20 of 24




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name Earl Porter, Derivatively on Behalf of Nominal Defendant, Central Parking Corporation v.
James H. Bond, Monroe J. Carell, Jr., Cecil Conlee, Hiram A. Cox, Lewis Katz, Edward G. Nelson,
William C. ONeil, Jr., Julia Carell Stadler, Richard H. Sinkfield, and William J. Vareschi, Jr.
Docket No. 04-2857-I, Chancery Court for the State of Tennessee, Davidson County. In November
2004, the defendants filed a motion for summary judgement or, in the alternative, to dismiss the
case. On January 25, 2005, the court entered an agreed order granting the defendants motion for
summary judgment, and the case has been dismissed. The Company arbitrated a rent dispute relating to a five-year real estate lease extension that
began in December 2003. The extension provided for a base rent equal to the greater of $4.75
million annually or fair market value, with an annual rent increase of 1.5%. On December 13, 2004,
the arbitrator ruled that the annual base rent would increase to $7.45 million for the five-year
extension period. Following the issuance of the Arbitrators decision, the Landlord and Company
agreed to terminate the lease, effective January 31, 2005, upon the payment by the Company to the
landlord of $1.9 million, which had been previously accrued by the Company. In addition to the matters described above the Company is subject to various legal proceedings
and claims, which arise in the ordinary course of its business. In the opinion of management, the
ultimate liability with respect to those proceedings and claims will not have a material adverse
effect on the financial position, operations, or liquidity of the Company. The Company maintains
property casualty insurance coverage for individual claims in excess of various dollar amounts,
subject to annual aggregate limits. The primary amount of such coverage is $1 million per
occurrence and $2 million in the aggregate per facility. In addition, the Company purchases
umbrella/excess liability coverage. The Companys various property casualty insurance policies have
deductibles of up to $350,000 that must be met before the insurance companies are required to
reimburse the Company for costs and liabilities relating to covered claims. The Company also
provides health insurance for many of its employees and purchases a stop-loss policy with a
deductible of $150,000 per claim. As a result, the Company is, in effect, self-insured for all of
these types of claims up to the deductible levels. 
 Item 4. Submission of Matters to a Vote of Security Holders An annual meeting of shareholders was held on February 17, 2005. At the meeting, the
Companys shareholders were asked to elect eight directors to the Companys board of directors.
Each of the nominated directors was elected. No other matters were voted upon at the annual
meeting. The following table sets forth the voting tabulations for each of the directors nominated to serve
on the Companys board of directors: BrokerVotes
    
    
    Votes
    
    
    
    
    
    
    Non-Votes For
    
    
    Against
    
    
    Withheld
    
    
    Abstentions
    
    
    VotersMonroe J. Carell, Jr.
    
    
    26,826,744
    
    
    
    
    
    
    
    86,381
    
    
    
    
    
    
    
    N/ARaymond T. Baker
    
    
    26,836,604
    
    
    
    
    
    
    
    76,521
    
    
    
    
    
    
    
    N/AKathryn Carell Brown
    
    
    26,828,894
    
    
    
    
    
    
    
    84,231
    
    
    
    
    
    
    
    N/ACecil Conlee
    
    
    26,836,601
    
    
    
    
    
    
    
    76,524
    
    
    
    
    
    
    
    N/ALewis Katz
    
    
    25,321,737
    
    
    
    
    
    
    
    1,591,388
    
    
    
    
    
    
    
    N/AEdward G. Nelson
    
    
    25,352,036
    
    
    
    
    
    
    
    1,561,089
    
    
    
    
    
    
    
    N/AOwen G. Shell Jr.
    
    
    26,834,777
    
    
    
    
    
    
    
    78,348
    
    
    
    
    
    
    
    N/AWilliam B. Smith
    
    
    26,836,529
    
    
    
    
    
    
    
    76,596
    
    
    
    
    
    
    
    N/A
 
 Item 6. Exhibits 2.1
    
    Plan of Recapitalization, effective October 9, 1997 (Incorporated by reference to
Exhibit 2 to the Companys Registration Statement No. 33-95640 on Form S-1).2.2
    
    Agreement and Plan of Merger dated September 21, 1998, by and among the Registrant,
Central Merger Sub, Inc., Allright Holdings, Inc., Apollo Real Estate Investment Fund
II, L.P. and AEW Partners, L.P. (Incorporated by reference to Exhibit 2.1 to the
Companys Registration Statement No. 333-66081 on Form S-4 filed on October 21, 1998).
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2.3
    
    Amendment dated as of January 5, 1999, to the Agreement and Plan of Merger dated
September 21, 1998 by and among the Registrant, Central Merger Sub, Inc., Allright
Holdings, Inc., Apollo Real Estate Investment Fund II, L.P. and AEW Partners, L.P.
(Incorporated by reference to Exhibit 2.1 to the Companys Registration Statement No.
333-66081 on Form S-4 filed on October 21, 1998, as amended).2.4
    
    Acquisition Agreement and Plan of Merger dated as of November 7, 1997, by and between
the Registrant and Kinney System Holding Corp and a subsidiary of the Registrant
(Incorporated by reference to the Companys Current Report on Form 8-K filed on
February 17, 1998).
 3.1
    
    (a)
    
    Amended and Restated Charter of the Registrant (Incorporated by reference to
Exhibit 4.1 to the Companys Registration Statement No. 333-23869 on Form S-3).(b)
    
    Articles of Amendment to the Charter of Central Parking
Corporation increasing the authorized number of shares of common stock,
par value $0.01 per share, to one hundred million (Incorporated by
reference to Exhibit 2 to the Companys 10-Q for the quarter ended
March 31, 1999).
 3.2
    
    Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit
4.1 to the Companys Registration Statement No. 333-23869 on Form S-3).4.1
    
    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the
Companys Registration Statement No. 33-95640 on Form S-1).
 4.2
    
    (a)
    
    Registration Rights Agreement (the Allright Registration Rights Agreement) dated as of September 21, 1998 by and
between the Registrant, Apollo Real Estate Investment Fund II, L.P., AEW Partners, L.P. and Monroe J. Carell, Jr.,
The Monroe Carell Jr. Foundation, Monroe Carell Jr. 1995 Grantor Retained Annuity Trust, Monroe Carell Jr. 1994
Grantor Retained Annuity Trust, The Carell Childrens Trust, The 1996 Carell Grandchildrens Trust, The Carell
Family Grandchildren 1990 Trust, The Kathryn Carell Brown Foundation, The Edith Carell Johnson Foundation, The
Julie Carell Stadler Foundation, 1997 Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson Trust, 1997 Julia
Claire Stadler Trust, 1997 William Carell Johnson Trust, 1997 David Nicholas Brown Trust and 1997 George Monroe
Stadler Trust (Incorporated by reference to Exhibit 4.4 to the Companys Registration Statement No. 333-66081
filed on October 21, 1998).4.2
    
    (b)
    
    Amendment dated January 5, 1999 to the Allright Registration Rights Agreement (Incorporated by reference to
Exhibit 4.4.1 to the Companys Registration Statement No. 333-66081 filed on October 21, 1998, as amended).4.2
    
    (c)
    
    Second Amendment dated February 1, 2001 to the Allright Registration Rights Agreement. (Incorporated by reference
to Exhibit 4.6 to the Companys Registration Statement No. 333-54914 on Form S-3 filed on February 2, 2001)4.3
    
    
    
    Indenture dated March 18, 1998 between the registrant and Chase Bank of Texas, National Association, as
Trustee regarding up to $113,402,050 of 5-1/4 % Convertible
Subordinated Debentures due 2028. (Incorporated by reference to
Exhibit 4.5 to the Registrants Registration Statement No.
333-52497 on Form S-3).
 4.4
    
    Amended and Restated Declaration of Trust of Central Parking Finance Trust dated as
of March 18, 1998. (Incorporated by reference to Exhibit 4.5 to the Registrants
Registration Statement No. 333-52497 on Form S-3).4.5
    
    Preferred Securities Guarantee Agreement dated as of March 18, 1998 by and between
the Registrant and Chase Bank of Texas, national Association as Trustee
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(Incorporated by reference to Exhibit 4.7 to the Registrants
Registration Statement No. 333-52497 on Form S-3).4.6
    
    Common Securities Guarantee Agreement dated March 18, 1998 by the Registrant.
(Incorporated by reference to Exhibit 4.9 to 333-52497 on Form S-3).10.1
    
    Third Amendment to the Credit Facility dated January 25, 2005 by Bank of America,
N.A. and Central Parking Corporation (Incorporated by reference to Exhibit 10.1on Form
10-Q filed on February 9, 2005 ).31.1
    
    Certification of Monroe J. Carell, Jr. pursuant to Rule 13a-14(a)31.2
    
    Certification of Jeff Heavrin pursuant to Rule 13a-14(a)32.1
    
    Certification of Monroe J. Carell, Jr. pursuant to Section 135032.2
    
    Certification of Jeff Heavrin pursuant to Section 1350
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SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned party duly authorized. CENTRAL PARKING CORPORATIONDate: May 9, 2005
    
    By:
    
    /s/ MONROE J. CARELL, JR.Monroe J. Carell, Jr.Chairman and Chief Executive Officer
 CENTRAL PARKING CORPORATIONDate: May 9, 2005
    
    By:
    
    /s/ JEFF HEAVRINJeff HeavrinVice President and Chief FinancialOfficer
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