##### Table of Contents



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, 2006
 Commission file number 001-13950
 CENTRAL PARKING CORPORATION
 
  Tennessee
    
    62-1052916(State or Other Jurisdiction of Incorporation
or Organization)
    
    (I.R.S. Employer Identification No.)
 2401 21st Avenue South,
Suite 200, Nashville, Tennessee
    
    37212(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants Telephone Number, Including Area Code:
    
    (615) 297-4255Former name, address and fiscal year, if changed since last report:
    
    Not Applicable
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
 o þ
  Class
    
    Outstanding at May 2, 2006Common Stock, $0.01 par value
    
    32,083,069




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##### 



PAGEPART I FINANCIAL INFORMATIONItem 1 Financial Statements (Unaudited)Consolidated Balance Sheets as of March 31, 2006 and September 30, 2005
    
    
    3Consolidated Statements of Income
for the three and six months ended March 31, 2006 and 2005
    
    
    4Consolidated Statements of Cash Flows
for the six months ended March 31, 2006 and 2005
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    13Item 3 Quantitative and Qualitative Disclosure about Market Risk
    
    
    21Item 4 Controls and Procedures
    
    
    22PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    24Item 4
Submission of Matters to a Vote of Security Holders
    
    
    25Item 6 Exhibits
    
    
    25SIGNATURES
    
    
    27Ex-10.1  Fifth Amendment to Credit AgreementEX-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



CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
UNAUDITED
  March 31,
    
    
    September 30,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    37,051
    
    
    $
    26,055Management accounts receivable, net of allowance for doubtful accounts of $8,532 and $10,268
at March 31, 2006 and September 30, 2005, respectively
    
    
    46,069
    
    
    
    51,931Accounts receivable  other
    
    
    16,272
    
    
    
    15,537Current portion of notes receivable (including amounts due from related parties of
$965 at March 31, 2006 and $937 at September 30, 2005)
    
    
    4,605
    
    
    
    5,818Prepaid expenses
    
    
    18,511
    
    
    
    8,630Assets held for sale
    
    
    36,402
    
    
    
    49,048Available for sale securities
    
    
    4,616
    
    
    
    4,606Deferred income taxes
    
    
    22,267
    
    
    
    19,949Total current assets
    
    
    185,793
    
    
    
    181,574Notes receivable, less current portion
    
    
    11,582
    
    
    
    10,480Property, equipment, and leasehold improvements, net
    
    
    310,565
    
    
    
    327,391Contracts and lease rights, net
    
    
    76,125
    
    
    
    80,064Goodwill, net
    
    
    232,443
    
    
    
    232,443Investment in and advances to partnerships and joint ventures
    
    
    3,800
    
    
    
    4,443Other assets
    
    
    28,054
    
    
    
    31,419Total assets
    
    $
    848,362
    
    
    $
    867,814LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    2,903
    
    
    $
    1,764Trade accounts payable
    
    
    85,920
    
    
    
    83,604Accrued expenses
    
    
    51,597
    
    
    
    52,809Management accounts payable
    
    
    29,261
    
    
    
    25,532Income taxes payable
    
    
    1,421
    
    
    
    12,389Total current liabilities
    
    
    171,102
    
    
    
    176,098Long-term debt and capital lease obligations, less current portion
    
    
    138,776
    
    
    
    98,212Subordinated convertible debentures
    
    
    78,085
    
    
    
    78,085Deferred rent
    
    
    21,430
    
    
    
    22,113Deferred income taxes
    
    
    20,265
    
    
    
    19,565Other liabilities
    
    
    20,975
    
    
    
    21,152Total liabilities
    
    
    450,633
    
    
    
    415,225Minority interest
    
    
    385
    
    
    
    528Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares authorized, 32,081,068
and 36,680,694 shares issued and outstanding at March 31, 2006 and
September 30, 2005, respectively
    
    
    321
    
    
    
    368Additional paid-in capital
    
    
    179,259
    
    
    
    251,784Accumulated other comprehensive income, net
    
    
    2,304
    
    
    
    3,432Retained earnings
    
    
    216,165
    
    
    
    197,182Other
    
    
    (705
    )
    
    
    (705
    )Total shareholders equity
    
    
    397,344
    
    
    
    452,061Total liabilities and shareholders equity
    
    $
    848,362
    
    
    $
    867,814
  Page 3 of 27




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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
  Three months ended March 31,
    
    
    Six months ended March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues:Parking
    
    $
    130,528
    
    
    $
    133,265
    
    
    $
    263,907
    
    
    $
    271,888Management contracts
    
    
    29,311
    
    
    
    28,930
    
    
    
    57,596
    
    
    
    59,225159,839
    
    
    
    162,195
    
    
    
    321,503
    
    
    
    331,113Reimbursement of management contract expenses
    
    
    115,249
    
    
    
    107,814
    
    
    
    229,287
    
    
    
    219,381Total revenues
    
    
    275,088
    
    
    
    270,009
    
    
    
    550,790
    
    
    
    550,494Costs and expenses:Cost of parking
    
    
    119,681
    
    
    
    124,900
    
    
    
    241,574
    
    
    
    248,836Cost of management contracts
    
    
    13,206
    
    
    
    15,202
    
    
    
    24,040
    
    
    
    30,436General and administrative
    
    
    21,029
    
    
    
    21,588
    
    
    
    41,814
    
    
    
    40,323153,916
    
    
    
    161,690
    
    
    
    307,428
    
    
    
    319,595Reimbursed management contract expenses
    
    
    115,249
    
    
    
    107,814
    
    
    
    229,287
    
    
    
    219,381Total costs and expenses
    
    
    269,165
    
    
    
    269,504
    
    
    
    536,715
    
    
    
    538,976Property-related gains, net
    
    
    3,559
    
    
    
    14,756
    
    
    
    26,304
    
    
    
    16,637Operating earnings
    
    
    9,482
    
    
    
    15,261
    
    
    
    40,379
    
    
    
    28,155Other income (expense):Interest income
    
    
    285
    
    
    
    978
    
    
    
    587
    
    
    
    2,183Interest expense
    
    
    (4,143
    )
    
    
    (4,957
    )
    
    
    (8,099
    )
    
    
    (9,914
    )(Loss) gain on derivative instruments
    
    
    (28
    )
    
    
    1,090
    
    
    
    (99
    )
    
    
    1,644Equity in partnership and joint venture income (loss)
    
    
    43
    
    
    
    (652
    )
    
    
    463
    
    
    
    (350
    )Earnings from continuing operations before minority interest and income taxes
    
    
    5,639
    
    
    
    11,720
    
    
    
    33,231
    
    
    
    21,718Minority interest, net of tax
    
    
    (195
    )
    
    
    (405
    )
    
    
    (551
    )
    
    
    (708
    )Earnings from continuing operations before income taxes
    
    
    5,444
    
    
    
    11,315
    
    
    
    32,680
    
    
    
    21,010Income tax expense
    
    
    (1,918
    )
    
    
    (3,809
    )
    
    
    (12,574
    )
    
    
    (7,038
    )Earnings from continuing operations
    
    
    3,526
    
    
    
    7,506
    
    
    
    20,106
    
    
    
    13,972Discontinued operations, net of tax
    
    
    (1,539
    )
    
    
    44
    
    
    
    (163
    )
    
    
    (3,551
    )Net earnings
    
    $
    1,987
    
    
    $
    7,550
    
    
    $
    19,943
    
    
    $
    10,421Basic earnings (loss) per share:Earnings from continuing operations
    
    $
    0.11
    
    
    $
    0.21
    
    
    $
    0.62
    
    
    $
    0.39(Loss) earnings from discontinued operations, net of tax
    
    
    (0.05
    )
    
    
    0.00
    
    
    
    (0.01
    )
    
    
    (0.10
    )Net earnings
    
    $
    0.06
    
    
    $
    0.21
    
    
    $
    0.61
    
    
    $
    0.29Diluted earnings (loss) per share:Earnings from continuing operations
    
    $
    0.11
    
    
    $
    0.21
    
    
    $
    0.62
    
    
    $
    0.39(Loss) earnings from discontinued operations, net of tax
    
    
    (0.05
    )
    
    
    0.00
    
    
    
    (0.01
    )
    
    
    (0.10
    )Net earnings
    
    $
    0.06
    
    
    $
    0.21
    
    
    $
    0.61
    
    
    $
    0.29Weighted average shares used for basic per share data
    
    
    31,962
    
    
    
    36,584
    
    
    
    32,435
    
    
    
    36,198Effect of dilutive common stock options
    
    
    318
    
    
    
    112
    
    
    
    190
    
    
    
    166Weighted average shares used for dilutive per share data
    
    
    32,280
    
    
    
    36,696
    
    
    
    32,625
    
    
    
    36,364
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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
  Six months ended March 31,2005(Revised See2006
    
    

Note 2)Cash flows from operating activities:Net earnings
    
    $
    19,943
    
    
    $
    10,421Loss from discontinued operations
    
    
    163
    
    
    
    3,551Earnings from continuing operations
    
    
    20,106
    
    
    
    13,972Adjustments
to reconcile earnings from continuing operations to net cash (used)
provided by operating activities:Depreciation and amortization
    
    
    15,618
    
    
    
    14,673Equity in
partnership and joint venture (earnings) losses
    
    
    (463
    )
    
    
    350Distributions from partnerships and joint ventures
    
    
    1,346
    
    
    
    1,083Property-related gains, net
    
    
    (26,304
    )
    
    
    (16,637
    )Loss (gain) on derivative instruments
    
    
    99
    
    
    
    (1,644
    )Stock-based compensation
    
    
    209
    
    
    
    Deferred income tax expense
    
    
    (1,635
    )
    
    
    (4,497
    )Minority interest, net of tax
    
    
    551
    
    
    
    708Changes in operating assets and liabilities:Management accounts receivable
    
    
    5,630
    
    
    
    (10,031
    )Accounts receivable  other
    
    
    (782
    )
    
    
    (614
    )Prepaid expenses
    
    
    (9,961
    )
    
    
    (2,156
    )Other assets
    
    
    (764
    )
    
    
    (1,735
    )Trade accounts payable, accrued expenses and other liabilities
    
    
    990
    
    
    
    3,411Management accounts payable
    
    
    3,824
    
    
    
    8,006Deferred rent
    
    
    (683
    )
    
    
    (1,115
    )Refundable income taxes
    
    
    
    
    
    
    1,432Income taxes payable
    
    
    (10,989
    )
    
    
    1,588Net cash (used) provided by operating activities  continuing operations
    
    
    (3,208
    )
    
    
    6,794Net cash used by operating activities  discontinued operations
    
    
    (1,310
    )
    
    
    (2,357
    )Net cash (used) provided by operating activities
    
    
    (4,518
    )
    
    
    4,437Cash flows from investing activities:Proceeds from disposition of property and equipment
    
    
    51,422
    
    
    
    31,975Purchases of property, equipment and leasehold improvements
    
    
    (8,102
    )
    
    
    (5,612
    )Other investing activities
    
    
    (119
    )
    
    
    2,614Net cash provided by investing activities  continuing operations
    
    
    43,201
    
    
    
    28,977Net cash provided by investing activities  discontinued operations
    
    
    4,551
    
    
    
    742Net cash provided by investing activities
    
    
    47,752
    
    
    
    29,719Cash flows from financing activities:Dividends paid
    
    
    (960
    )
    
    
    (1,099
    )Net borrowings under revolving credit agreement
    
    
    42,938
    
    
    
    51,000Proceeds from issuance of notes payable, net of issuance costs
    
    
    70
    
    
    
    5,748Principal repayments on long-term debt and capital lease obligations
    
    
    (1,009
    )
    
    
    (88,186
    )Payment to minority interest partners
    
    
    (352
    )
    
    
    (247
    )Repurchase of common stock
    
    
    (75,325
    )
    
    
    Tax benefit
on stock options
    
    
    138
    
    
    
    Proceeds from issuance of common stock and exercise of stock options
    
    
    2,406
    
    
    
    825Net cash used by financing activities  continuing operations
    
    
    (32,094
    )
    
    
    (31,959
    )Net cash used by financing activities  discontinued operations
    
    
    
    
    
    
    Net cash used by financing activities
    
    
    (32,094
    )
    
    
    (31,959
    )Foreign currency translation
    
    
    (144
    )
    
    
    257Net increase in cash and cash equivalents
    
    
    10,996
    
    
    
    2,454Cash and cash equivalents at beginning of period
    
    
    26,055
    
    
    
    27,628Cash and cash equivalents at end of period
    
    $
    37,051
    
    
    $
    30,082Non-cash transactions:Unrealized gain on fair value of investment securities, net of tax
    
    $
    10
    
    
    $
    (10
    )Cash payments for:Interest
    
    $
    6,426
    
    
    $
    9,129Income taxes
    
    $
    25,424
    
    
    $
    6,256
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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
 (1) Basis of Presentation
 a.
 b. Accounting for Stock Issued to
Employees, Accounting for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25, Accounting for Stock Based Compensation Accounting
for Stock-Based Compensation-Transition and Disclosure, and amendment of FASB Statement No. 123
 Three Months
    
    
    Six Monthsended March
    
    
    ended March31,
    
    
    31,2005
    
    
    2005Net earnings, as reported
    
    $
    7,550
    
    
    $
    10,421Add 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
    )
    
    
    (2,198
    )Pro forma net earnings
    
    $
    6,514
    
    
    $
    8,223Earnings per share:Basic-as reported
    
    $
    0.21
    
    
    $
    0.29Basic-pro forma
    
    $
    0.18
    
    
    $
    0.23Diluted-as reported
    
    $
    0.21
    
    
    $
    0.29Diluted-pro forma
    
    $
    0.18
    
    
    $
    0.23
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Stock Plans
     AggregateWeighted Average


    IntrinsicNumber
    
    
    Weighted Average
    


    Remaining Contractual


    Value as ofof Shares
    
    
    Exercise Price
    



Term

3/31/06Outstanding at September 30, 2005
    
    
    4,153,206
    (a)
    
    $
    17.98Granted
    
    
    
    
    
    
    n/aExercised
    
    
    (40,675
    )
    
    $
    11.56Forfeited
    
    
    (3,000
    )
    
    $
    12.73Canceled
    
    
    (36,926
    )
    
    $
    16.30Outstanding at December 31, 2005
    
    
    4,072,605
    
    
    $
    18.06Granted
    
    
    
    
    
    
    n/aExercised
    
    
    (124,919
    )
    
    $
    13.23Forfeited
    
    
    (3,000
    )
    
    $
    12.73Canceled
    
    
    (22,500
    )
    
    $
    16.34Outstanding at March 31, 2006
    
    
    3,922,186
    
    
    $
    18.22
    


5.89


$
3,801,224Vested and
expected to vest at March 31, 2006
    
    
    3,903,346
    
    
    $
    18.25
    


0.06


$
3,739,785Exercisable at March 31, 2006
    
    
    3,667,686
    
    
    $
    18.61
    


5.78


$
2,971,759
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##### Table of Contents



Restricted Stock
     Weighted AverageNumber
    
    
    Grant Dateof Shares
    
    

Fair
ValueOutstanding at September 30, 2005
    
    
    28,660
    
    
    $
    16.76Granted
    
    
    
    
    
    
    n/aVested
    
    
    
    
    
    
    n/aForfeited
    
    
    
    
    
    
    n/aOutstanding at December 31, 2005
    
    
    28,660
    
    
    $
    16.76Granted
    
    
    14,000
    
    
    $
    15.56Vested
    
    
    (14,001
    )
    
    $
    17.24Forfeited
    
    
    
    
    
    
    n/aOutstanding at March 31, 2006
    
    
    28,659
    
    
    $
    15.94
 (2) Cash Flow Statement Revisions
   2005
    
    
    2004
    
    
    2003Net cash provided by operating activities-continuing operations
    
    $
    18,935
    
    
    $
    38,368
    
    
    $
    19,018Net cash (used) provided by operating activities-discontinued
operations
    
    
    (15,701
    )
    
    
    3,271
    
    
    
    1,495Net cash provided by operating activities
    
    
    3,234
    
    
    
    41,639
    
    
    
    20,513Net cash provided (used) by investing activities-continuing operations
    
    $
    101,073
    
    
    $
    45,338
    
    
    $
    (46,804
    )Net cash provided by investing activities-discontinued
operations
    
    
    673
    
    
    
    7,018
    
    
    
    15,667Net cash provided (used) by investing activities
    
    
    101,746
    
    
    
    52,356
    
    
    
    (31,137
    )Net cash (used) provided by financing activities-continuing operations
    
    $
    (106,620
    )
    
    $
    (97,663
    )
    
    $
    8,069Net cash provided (used) by financing activities-discontinued
operations
    
    
    
    
    
    
    
    
    
    
    Net cash (used) provided by financing activities
    
    
    (106,620
    )
    
    
    (97,663
    )
    
    
    8,069Foreign currency translation
    
    $
    67
    
    
    $
    (276
    )
    
    $
    629Cash and cash equivalents-beginning of the year
    
    $
    27,628
    
    
    $
    31,572
    
    
    $
    33,498Cash and cash equivalents-end of the year
    
    $
    26,055
    
    
    $
    27,628
    
    
    $
    31,572
 (3) Earnings Per Share
  Page 8 of 27




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##### Table of Contents



(4) Property-Related Gains, Net
  Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net gains on sales of property held for use
    
    $
    3,655
    
    
    $
    15,547
    
    
    $
    27,195
    
    
    $
    17,490Impairment charges for property, equipment and
leasehold improvements held for use
    
    
    (96
    )
    
    
    (663
    )
    
    
    (883
    )
    
    
    (724
    )Impairment charges for contract rights, lease
rights and
other intangible assets
    
    
    
    
    
    
    (128
    )
    
    
    (8
    )
    
    
    (129
    )Property-related gains, net
    
    $
    3,559
    
    
    $
    14,756
    
    
    $
    26,304
    
    
    $
    16,637
  Accounting for the Impairment or Disposal of Long-Lived
Assets
 (5) Intangible Assets
  GrossCarrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    NetContract and lease rights
    
    $
    130,143
    
    
    $
    54,018
    
    
    $
    76,125
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##### Table of Contents



(6) Long-Term Debt
     (7) Derivative Financial Instruments
   March 31,
    
    
    September 30,2006
    
    
    2005Derivative instrument assets:Interest rate swaps
    
    $
    2,944
    
    
    $
    3,006
   (8) Stock Repurchase
   Page 10 of 27




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##### Table of Contents



(9) Comprehensive Income
  Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,2006
    
    
    2005
    
    
    2006
    
    
    2005Net earnings
    
    $
    1,987
    
    
    $
    7,550
    
    
    $
    19,943
    
    
    $
    10,421Change in fair value of investment securities, net of tax
    
    
    (1
    )
    
    
    (36
    )
    
    
    10
    
    
    
    (10
    )Foreign currency cumulative translation adjustment
    
    
    (270
    )
    
    
    (604
    )
    
    
    (1,138
    )
    
    
    3,107Comprehensive income
    
    $
    1,716
    
    
    $
    6,910
    
    
    $
    18,815
    
    
    $
    13,518
 (10) Discontinued Operations
  (11) Business Segments
  Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,Revenues:(1)
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Segment One
    
    $
    25,138
    
    
    $
    25,632
    
    
    $
    49,685
    
    
    $
    52,141Segment Two
    
    
    13,509
    
    
    
    14,951
    
    
    
    27,878
    
    
    
    30,056Segment Three
    
    
    6,159
    
    
    
    6,847
    
    
    
    12,292
    
    
    
    14,531Segment Four
    
    
    17,347
    
    
    
    16,751
    
    
    
    34,293
    
    
    
    34,734Segment Five
    
    
    67,279
    
    
    
    67,531
    
    
    
    139,079
    
    
    
    139,161Segment Six
    
    
    18,057
    
    
    
    18,584
    
    
    
    34,601
    
    
    
    37,201Segment Seven
    
    
    5,188
    
    
    
    4,993
    
    
    
    9,339
    
    
    
    9,639Segment Eight
    
    
    4,516
    
    
    
    4,392
    
    
    
    9,275
    
    
    
    8,516Other
    
    
    2,646
    
    
    
    2,514
    
    
    
    5,061
    
    
    
    5,134Total revenues
    
    $
    159,839
    
    
    $
    162,195
    
    
    $
    321,503
    
    
    $
    331,113
 
 (1)
    
    Revenues exclude reimbursement of management contract expenses. Such amounts were
$115.2 million and $107.8 million for the three months ended March 31, 2006 and 2005,
respectively, and $229.3 million and $219.4 million for the six months ended March 31, 2006
and 2005, respectively. Page 11 of 27




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Three months ended
    
    
    Six months endedMarch 31,
    
    
    March 31,Operating earnings (loss):
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Segment One
    
    $
    2,037
    
    
    $
    1,620
    
    
    $
    4,479
    
    
    $
    3,536Segment Two
    
    
    (550
    )
    
    
    64
    
    
    
    1,019
    
    
    
    170Segment Three
    
    
    771
    
    
    
    212
    
    
    
    (1,897
    )
    
    
    1,763Segment Four
    
    
    1,796
    
    
    
    33
    
    
    
    4,354
    
    
    
    862Segment Five
    
    
    2,783
    
    
    
    (176
    )
    
    
    7,315
    
    
    
    5,859Segment Six
    
    
    3,013
    
    
    
    2,791
    
    
    
    4,844
    
    
    
    5,169Segment Seven
    
    
    1,300
    
    
    
    914
    
    
    
    2,155
    
    
    
    1,715Segment Eight
    
    
    199
    
    
    
    65
    
    
    
    59
    
    
    
    120Other (including property
related
gains, net)
    
    
    (1,867
    )
    
    
    9,738
    
    
    
    18,051
    
    
    
    8,961Total operating earnings
    
    $
    9,482
    
    
    $
    15,261
    
    
    $
    40,379
    
    
    $
    28,155
 March 31,
    
    
    September 30,Identifiable assets:
    
    2006
    
    
    2005Segment One
    
    $
    23,626
    
    
    $
    24,484Segment Two
    
    
    35,685
    
    
    
    36,571Segment Three
    
    
    32,191
    
    
    
    32,423Segment Four
    
    
    10,515
    
    
    
    10,630Segment Five
    
    
    319,914
    
    
    
    321,384Segment Six
    
    
    29,156
    
    
    
    35,822Segment Seven
    
    
    13,665
    
    
    
    11,457Segment Eight
    
    
    14,468
    
    
    
    10,984Other
    
    
    369,142
    
    
    
    384,059Total assets
    
    $
    848,362
    
    
    $
    867,814
          (12) Commitments and Contingencies
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Accounting for Costs Associated with Exit or
Disposal Activities
  (13) Subsequent Events
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements May Prove Inaccurate
   -
    
    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;
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-
    
    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 strategic plan;-
    
    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 and claims;-
    
    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 Item 1A  Risk Factors and in Item 7 -
Managements Discussion and Analysis of Financial Condition and Results of Operations
included in the Companys Annual Report on Form 10-K for the fiscal year ended September
30, 2005.
 Overview
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Critical Accounting Policies
   Impairment of Long-Lived Assets and Goodwill
 Accounting for the Impairment or Disposal of Long-Lived Assets Goodwill and Other Intangible Assets
  Contract and Lease Rights
  Page 15 of 27




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Allowance for Doubtful Accounts
  Insurance
  Income Taxes
  Recent Accounting Pronouncements
 Share-Based Payment.
 Accounting for Conditional Asset
Retirement Obligations, an interpretation of FASB Statement No. 143 Accounting for Asset Retirement Obligations
 Page 16 of 27




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Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or
Acquired in a Business Combination
 Determining Whether a General Partner, or
the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited
Partners Have Certain Rights
 Results of Operations
 Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005
     Page 17 of 27




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Six Months Ended March 31, 2006 Compared to Six Months Ended March 31, 2005
    Page 18 of 27




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Liquidity and Capital Resources
   Page 19 of 27




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Future Cash Commitments
   Payments due by periodLess than
    
    
    1-3
    
    
    3-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsLong-term debt and capital lease
obligations
    
    $
    141,679
    
    
    $
    2,903
    
    
    $
    92,803
    
    
    $
    45,730
    
    
    $
    243Subordinated convertible debentures
    
    
    78,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,085Operating leases
    
    
    951,615
    
    
    
    193,291
    
    
    
    267,612
    
    
    
    163,026
    
    
    
    327,686Total contractual cash obligations
    
    $
    1,171,379
    
    
    $
    196,194
    
    
    $
    360,415
    
    
    $
    208,756
    
    
    $
    406,014
 Amount of commitment expiration per periodLess than
    
    1-3
    
    3-5
    
    After 5Total
    
    1 Year
    
    Years
    
    Years
    
    YearsUnused lines of credit
    
    $
    127,576
    
    
    $
    
    
    
    $
    127,576
    
    
    $
    
    
    
    $
    
   Page 20 of 27




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Stock Repurchase
   
 Item 3. Quantitative and Qualitative Disclosure about Market Risk
 Interest Rates
     Foreign Currency Risk
  Page 21 of 27




---



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ITEM 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
    (b) Managements Report on Internal Control Over Financial Reporting
 Internal ControlIntegrated Framework
  Inadequate company-level controls. Internal ControlIntegrated Framework
 
    
    Our control environment did not sufficiently promote
integrity and ethical values over financial reporting
throughout our management structure, and this material
weakness was a contributing factor in the development of
other material weaknesses described below;
    
    We had inadequate monitoring controls, including inadequate staffing
and procedures to ensure periodic evaluations of internal controls to
ensure that appropriate personnel regularly obtain evidence that
controls are functioning effectively and that identified control
deficiencies are remediated timely; and
    
    There was inadequate communication from management to employees
regarding the importance of controls and employees duties and control
responsibilities.
  Inadequate Expertise in U.S. Generally Accepted Accounting Principles.
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Inadequate segregation of duties.
 Inadequate financial statement preparation and review procedures.
 Inadequate reviews of account reconciliations, analyses and journal entries.
 Inadequate controls over authorization of purchase and disbursement transactions.
 
    
    Inadequate and ineffective policies over the authorization of purchases;
    
    Ineffective invoice approval policies;
    
    Ineffective supervisory oversight and/or review of the addition or removal of management contracts; and
    
    Inadequate period-end cut-off procedures in the procurement cycle.
  Inadequate controls over revenue recognition.
  (c) Changes in Internal Control Over Financial Reporting
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
    
    Hired senior management including financial reporting personnel.
    
    Changed the lines of reporting so that the accounting, internal audit, information
technology and human resources functions in the United Kingdom subsidiary report directly
to the corresponding department heads in the United States.
    
    Established new approval authorization control limits.
    
    Established new reconciliation procedures.
    
    Replaced accounting software used in the United Kingdom subsidiary with programs used in
the United States and U.S. management employees have direct access to this system.
  
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
   Page 24 of 27




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Item 4. Submission of Matters to a Vote of Security Holders
   BrokerVotes
    
    Votes
    
    
    
    
    
    Non-Votes For
    
    Against
    
    Withheld
    
    Abstentions
    
    VotersMonroe J. Carell, Jr.
    
    
    30,320,170
    
    
    
    
    
    
    
    137,694
    
    
    
    
    
    
    
    N/ARaymond T. Baker
    
    
    30,384,109
    
    
    
    
    
    
    
    73,755
    
    
    
    
    
    
    
    N/AClaude Blankenship
    
    
    30,383,799
    
    
    
    
    
    
    
    74,065
    
    
    
    
    
    
    
    N/AKathryn Carell Brown
    
    
    30,318,600
    
    
    
    
    
    
    
    139,264
    
    
    
    
    
    
    
    N/AEmanuel Eads
    
    
    30,369,235
    
    
    
    
    
    
    
    88,629
    
    
    
    
    
    
    
    N/ALewis Katz
    
    
    28,660,274
    
    
    
    
    
    
    
    1,797,590
    
    
    
    
    
    
    
    N/AEdward G. Nelson
    
    
    28,705,711
    
    
    
    
    
    
    
    1,752,153
    
    
    
    
    
    
    
    N/AOwen G. Shell Jr.
    
    
    30,383,439
    
    
    
    
    
    
    
    74,425
    
    
    
    
    
    
    
    N/AWilliam B. Smith
    
    
    30,369,945
    
    
    
    
    
    
    
    87,919
    
    
    
    
    
    
    
    N/AOther Matters:Approve 2006 Long-Term
Incentive Plan
    
    
    29,720,261
    
    
    
    663,942
    
    
    
    73,661
    
    
    
    
    
    
    
    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).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 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).
 Page 25 of 27




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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 (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
    
    
    
    Fifth Amendment to Credit Agreement dated April 7, 2006 by and among Central Parking
Corporation et al and Bank of America, N. A. et al (filed herewith).31.1
    
    
    
    Certification of Emanuel Eads pursuant to Rule 13a-14(a).31.2
    
    
    
    Certification of Jeff Heavrin pursuant to Rule 13a-14(a).32.1
    
    
    
    Certification of Emanuel Eads pursuant to Section 1350.32.2
    
    
    
    Certification of Jeff Heavrin pursuant to Section 1350
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CENTRAL PARKING CORPORATIONDate: May 10, 2006
    
    
    
    By:
    
    /s/ EMANUEL EADSEmanuel EadsChief Executive OfficerCENTRAL PARKING CORPORATIONDate: May 10, 2006
    
    
    
    By:
    
    /s/ JEFF HEAVRINJeff HeavrinSenior Vice President and Chief
Financial Officer
 Page 27 of 27