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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 December 31, 2004 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
 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
    
    
    
    Outstanding at February 7, 2005Common Stock, $0.01 par value
    
    
    
    36,602,391




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INDEX CENTRAL PARKING CORPORATION AND SUBSIDIARIES PAGEPART I FINANCIAL INFORMATIONItem 1 Financial Statements (Unaudited)Consolidated Balance Sheets as of December 31, 2004 and September 30, 2004
    
    
    3Consolidated Statements of Income for the three months ended December 31, 2004 and 2003
    
    
    4Consolidated Statements of Cash Flows for the three months ended December 31, 2004 and 2003
    
    

    5Notes to Consolidated Financial Statements
    
    
    6Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3 Quantitative and Qualitative Disclosure about Market Risk
    
    
    18Item 4 Controls and Procedures
    
    
    19PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    19Item 6 Exhibits and Reports on Form 8-K
    
    
    20SIGNATURES
    
    
    22EX-10.1  THIRD AMENDMENT TO THE CREDIT FACILITY DATED 1/25/05EX-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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Part 1. Financial Information 
 Item 1. Financial Statements CENTRAL PARKING CORPORATION AND SUBSIDIARIES 
 CONSOLIDATED BALANCE SHEETS
 UNAUDITED
 Amounts in thousands, except share data December 31,
    
    
    September 30,2004
    
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    31,035
    
    
    $
    27,628Management accounts receivable, net of allowance for doubtful accounts of $3,057 and $3,206
at December 31, 2004 and September 30, 2004, respectively
    
    
    58,799
    
    
    
    43,776Accounts
receivable - other
    
    
    11,894
    
    
    
    9,334Current portion of notes receivable (including amounts due from related parties of
$1,575 at December 31, 2004 and $1,617 at September 30, 2004)
    
    
    7,572
    
    
    
    6,010Prepaid expenses
    
    
    16,612
    
    
    
    13,045Assets held for sale
    
    
    25,517
    
    
    
    23,724Refundable income taxes
    
    
    21
    
    
    
    1,461Deferred income taxes
    
    
    10,930
    
    
    
    11,177Total current assets
    
    
    162,380
    
    
    
    136,155Notes receivable, less current portion
    
    
    40,022
    
    
    
    41,940Property, equipment, and leasehold improvements, net
    
    
    374,769
    
    
    
    380,256Contracts and lease rights, net
    
    
    87,183
    
    
    
    89,015Goodwill, net
    
    
    232,562
    
    
    
    232,562Investment in and advances to partnerships and joint ventures
    
    
    8,786
    
    
    
    7,824Other assets
    
    
    38,330
    
    
    
    36,616Total assets
    
    $
    944,032
    
    
    $
    924,368LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    46,209
    
    
    $
    46,867Trade accounts payable
    
    
    77,167
    
    
    
    76,964Accrued expenses
    
    
    43,958
    
    
    
    46,807Management accounts payable
    
    
    29,922
    
    
    
    24,640Income taxes payable
    
    
    797
    
    
    
    Total current liabilities
    
    
    198,053
    
    
    
    195,278Long-term debt and capital lease obligations, less current portion
    
    
    167,867
    
    
    
    159,188Subordinated convertible debentures
    
    
    78,085
    
    
    
    78,085Deferred rent
    
    
    23,720
    
    
    
    24,450Deferred income taxes
    
    
    17,167
    
    
    
    17,293Other liabilities
    
    
    16,560
    
    
    
    14,977Total liabilities
    
    
    501,452
    
    
    
    489,271Minority interest
    
    
    189
    
    
    
    64Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares authorized, 36,599,641
and 36,582,808 shares issued and outstanding at December 31, 2004 and
September 30, 2004, respectively
    
    
    366
    
    
    
    366Additional paid-in capital
    
    
    249,701
    
    
    
    249,452Accumulated other comprehensive income, net
    
    
    5,057
    
    
    
    879Retained earnings
    
    
    187,972
    
    
    
    185,041Other
    
    
    (705
    )
    
    
    (705
    )Total shareholders equity
    
    
    442,391
    
    
    
    435,033Total liabilities and shareholders equity
    
    $
    944,032
    
    
    $
    924,368
 See accompanying notes to consolidated financial statements. Page 3 of 22




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CENTRAL PARKING CORPORATION AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF INCOME
 UNAUDITED
 Amounts in thousands, except per share data Three months ended December 31,2004
    
    
    2003Revenues:Parking
    
    $
    141,362
    
    
    $
    148,225Management contracts
    
    
    30,767
    
    
    
    32,209172,129
    
    
    
    180,434Reimbursement of management contract expenses
    
    
    132,511
    
    
    
    112,723Total revenues
    
    
    304,640
    
    
    
    293,157Costs and expenses:Cost of parking
    
    
    126,703
    
    
    
    130,856Cost of management contracts
    
    
    15,233
    
    
    
    13,680General and administrative
    
    
    18,860
    
    
    
    18,414160,796
    
    
    
    162,950Reimbursed management contract expenses
    
    
    132,511
    
    
    
    112,723Total costs and expenses
    
    
    293,307
    
    
    
    275,673Property-related gains, net
    
    
    1,881
    
    
    
    1,242Operating earnings
    
    
    13,214
    
    
    
    18,726Other income (expense):Interest income
    
    
    1,206
    
    
    
    1,248Interest expense
    
    
    (4,958
    )
    
    
    (5,299
    )Equity in partnership and joint venture earnings
    
    
    257
    
    
    
    548Earnings from continuing operations before minority interest and income taxes
    
    
    9,719
    
    
    
    15,223Minority interest, net of tax
    
    
    (303
    )
    
    
    (976
    )Earnings from continuing operations before income taxes
    
    
    9,416
    
    
    
    14,247Income tax expense
    
    
    (3,643
    )
    
    
    (5,285
    )Earnings from continuing operations
    
    
    5,773
    
    
    
    8,962Loss from discontinued operations, net of tax
    
    
    (2,293
    )
    
    
    (567
    )Net earnings
    
    $
    3,480
    
    
    $
    8,395Basic (loss) earnings per share:Earnings from continuing operations
    
    $
    0.16
    
    
    $
    0.25Loss from discontinued operations, net of tax
    
    
    (0.06
    )
    
    
    (0.02
    )Net earnings
    
    $
    0.10
    
    
    $
    0.23Diluted (loss) earnings per share:Earnings from continuing operations
    
    $
    0.16
    
    
    $
    0.25Loss from discontinued operations, net of tax
    
    
    (0.06
    )
    
    
    (0.02
    )Net earnings
    
    $
    0.10
    
    
    $
    0.23Weighted average shares used for basic per share data
    
    
    36,564
    
    
    
    36,159Effect of dilutive common stock options
    
    
    85
    
    
    
    46Weighted average shares used for dilutive per share data
    
    
    36,649
    
    
    
    36,205
 See accompanying notes to consolidated financial statements. Page 4 of 22




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CENTRAL PARKING CORPORATION AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 UNAUDITED
 Amounts in thousands Three months endedDecember 31,2004
    
    
    2003Cash flows from operating activities:Net earnings
    
    $
    3,480
    
    
    $
    8,395Loss from discontinued operations
    
    
    2,293
    
    
    
    567Earnings from continuing operations
    
    
    5,773
    
    
    
    8,962Adjustments to reconcile earnings from continuing operations to net cash (used) provided by operating activities:Depreciation and amortization of property
    
    
    7,285
    
    
    
    8,841Equity in partnership and joint venture earnings
    
    
    (257
    )
    
    
    (548
    )Distributions from partnerships and joint ventures
    
    
    827
    
    
    
    338Property-related gains, net
    
    
    (1,881
    )
    
    
    (1,242
    )Deferred income tax (benefit) expense
    
    
    (130
    )
    
    
    9Minority interest, net of tax
    
    
    303
    
    
    
    976Changes in operating assets and liabilities:Management accounts receivable
    
    
    (14,159
    )
    
    
    (1,634
    )Accounts receivable  other
    
    
    (2,424
    )
    
    
    4,779Prepaid expenses
    
    
    (2,752
    )
    
    
    (6,100
    )Other assets
    
    
    (2,248
    )
    
    
    (5,877
    )Trade accounts payable, accrued expenses and other liabilities
    
    
    (3,543
    )
    
    
    (4,569
    )Management accounts payable
    
    
    7,793
    
    
    
    (1,300
    )Deferred rent
    
    
    (730
    )
    
    
    (747
    )Refundable income taxes
    
    
    1,442
    
    
    
    3,787Income taxes payable
    
    
    674
    
    
    
    Net cash (used) provided by operating activities  continuing operations
    
    
    (4,027
    )
    
    
    5,765Net cash
(used) provided by operating activities  discontinued
operations, including $3,679 of lease buyouts in 2004
    
    
    (2,583
    )
    
    
    899Net cash (used) provided by operating activities
    
    
    (6,610
    )
    
    
    6,574Cash flows from investing activities:Proceeds from disposition of property and equipment
    
    
    6,177
    
    
    
    43,695Purchases of property, equipment and leasehold improvements
    
    
    (2,186
    )
    
    
    (4,334
    )Other investing activities
    
    
    (1,098
    )
    
    
    2,926Net cash (used) provided by investing activities
    
    
    2,893
    
    
    
    42,287Cash flows from financing activities:Dividends paid
    
    
    (549
    )
    
    
    (543
    )Net (repayments) borrowings under revolving credit agreement
    
    
    2,500
    
    
    
    (28,563
    )Proceeds from issuance of notes payable, net of issuance costs
    
    
    5,481
    
    
    
    2,025Principal repayments on long-term debt and capital lease obligations
    
    
    (438
    )
    
    
    (12,039
    )Payment to minority interest partners
    
    
    
    
    
    
    (2,842
    )Proceeds from issuance of common stock and exercise of stock options
    
    
    250
    
    
    
    420Net cash provided (used) by financing activities
    
    
    7,244
    
    
    
    (41,542
    )Foreign currency translation
    
    
    (120
    )
    
    
    (720
    )Net increase in cash and cash equivalents
    
    
    3,407
    
    
    
    6,599Cash and cash equivalents at beginning of period
    
    
    27,628
    
    
    
    31,572Cash and cash equivalents at end of period
    
    $
    31,035
    
    
    $
    38,171Non-cash transactions:Unrealized gain on fair value of investment securities and derivatives, net of tax
    
    $
    467
    
    
    $
    690Cash payments for:Interest
    
    $
    3,661
    
    
    $
    5,291Income taxes
    
    $
    757
    
    
    $
    1,046
 See accompanying notes to consolidated financial statements. Page 5 of 22




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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 (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 months ended December 31, 2004 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. 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. Three Months endedDecember 31,2004
    
    
    2003Net earnings, as reported
    
    $
    3,480
    
    
    $
    8,395Add 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
    
    
    (1,173
    )
    
    
    (933
    )Pro forma net earnings
    
    $
    2,307
    
    
    $
    7,462Earnings per share:Basic-as reported
    
    $
    0.10
    
    
    $
    0.23Basic-pro forma
    
    $
    0.06
    
    
    $
    0.21Diluted-as reported
    
    $
    0.10
    
    
    $
    0.23Diluted-pro forma
    
    $
    0.06
    
    
    $
    0.21
 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. Page 6 of 22




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(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 December 31, 2004 and 2003. For the three months ended
December 31, 2004 and 2003, options to purchase 2,800,567 and 3,755,143 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 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. The Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of
Long Lived Assets, effective October 1, 2002. In accordance with SFAS No. 144, 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 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
months ended December 31, 2004 and December 31, 2003 is as follows (in thousands): Three months endedDecember 31,2004
    
    
    2003Net gains on partial sale of property held for use
    
    $
    1,943
    
    
    $
    2,018Impairment charges for property, equipment and
leasehold improvements held for use
    
    
    (61
    )
    
    
    (756
    )Impairment charges for contract rights, lease
rights and other intangible assets
    
    
    (1
    )
    
    
    (20
    )Property-related gains, net
    
    $
    1,881
    
    
    $
    1,242
 (4) Goodwill and Intangible Assets As of December 31, 2004, the Company had the following amortizable intangible assets (in
thousands): GrossCarrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    NetContract and lease rights
    
    $
    144,797
    
    
    $
    57,614
    
    
    $
    87,183Noncompete agreements
    
    
    3,868
    
    
    
    2,383
    
    
    
    1,485Total
    
    $
    148,665
    
    
    $
    59,997
    
    
    $
    88,668
 Amortization
expense related to the intangible assets was $1.8 million for the three
months ended December 31, 2004, and $2.4 million for the three months ended December 31, 2003. (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 Page 7 of 22




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by the stock of certain subsidiaries of the Company, certain real estate assets, and domestic
personal property assets of the Company and certain subsidiaries. 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 December 31, 2004 was 248 basis points. The amount outstanding under the
Companys Credit Facility was $159.7 million consisting of a $157.2 million term loan and a $2.5
million revolving loan, with an overall weighted average interest rate of 5.02% as of December 31,
2004. The term loan is required to be repaid in quarterly payments of $437,500 through March 2008
and quarterly payments of $20.8 million from June 2008 through March 2010. The revolving loan is
required to be repaid February 2008. The aggregate availability under the Credit Facility was
$113.1 million at December 31, 2004, which is net of $48.5 million of stand-by letters of credit. 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. As of the closing date,
the revolver margin was reduced by 1.00% and the
term loan margin was reduced by 0.50%. The quarterly amortization schedule was also amended. The
new schedule requires the term loan to be repaid 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 amended credit facility
continues to contain customary covenants. The covenants requiring the
Company to maintain financial ratios did not change. Certain negative
covenant limitations including those related to acquisitions, share
repurchase, dividend grants, and other indebtedness were relaxed. The
loan continues to be secured by stock of certain subsidiaries and
certain real estate and personal property. 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 December 31, 2004. (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 December 31, 2004, the Companys derivative financial instruments consisted of three
interest rate swaps with a combined notional amount of $100.2 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): December 31,
    
    
    September 30,2004
    
    
    2004Derivative instrument assets:Interest rate swaps
    
    $
    2,003
    
    
    $
    1,268
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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 For the three months ended December 31, 2004, the Company designated as discontinued
operations certain held-for-sale or disposed locations, with revenues of $3.2 million and pretax
loss of $3.8 million, resulting in a loss from discontinued operations of $2.3 million, net of $3.3
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 months ended December 31, 2004
is the year-to-date results of operations for all locations discontinued during the first quarter
as well as the locations designated as held-for-sale during fiscal year 2004 but not yet sold. The
Companys prior period results were reclassified to reflect the operations of the locations
discontinued in the first quarter of fiscal 2005 and the locations discontinued during the period
from January 1, 2004 through September 30, 2004 as discontinued operations, net of related income
taxes. (8) Variable Interest Entities Effective October 1, 2003, the Company adopted FIN 46R. Under FIN 46R, the Company has 18
variable interest entities with which it holds a variable interest, but is not the primary
beneficiary as summarized below: Commencement of
    
    
    
    
    
    
    
    Number of ParkingEntity
    
    Operations
    
    Nature of Activities
    
    % Ownership
    
    Location
    
    SpacesCentral Parking
    
    Aug-94
    
    Leases and manages
    
    50.0%
    
    Mexico
    
    68,827System of Mexico,
    
    
    
    parking lotsSA De CVOther investments
    
    Oct 80-July 99
    
    Ownership,
    
    3.3%-50.0%
    
    Germany and Various
    
    11,608in 17 VIEs
    
    
    
    management, and
    
    
    
    statesleases parking lots
 The existing VIEs in which the Company it has variable interests are not consolidated into
the Companys financial statements, because the Company is not the primary beneficiary. (9) 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 July 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. (10) 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 Page 9 of 22




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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. The Company recently announced that an
agreement in principle has 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 is 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. As a result, there
can be no assurance that the matter will be settled on the terms described above. 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 Tenant
agreed to terminate the lease, effective January 31, 2005, upon the payment by the tenant to the
landlord of $1.9 million. 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. (11) Comprehensive Income Comprehensive income (loss) for the three months ended December 31, 2004 and 2003, was as
follows (in thousands): Three months endedDecember 31,2004
    
    
    2003Net earnings
    
    $
    3,480
    
    
    $
    8,395Change in fair value of derivatives, net of tax
    
    
    441
    
    
    
    618Change in fair value of investment securities, net of tax
    
    
    26
    
    
    
    72Foreign currency cumulative translation adjustment
    
    
    3,711
    
    
    
    (720
    )Comprehensive income
    
    $
    7,658
    
    
    $
    8,365
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(12) 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 months ended December 31, 2004 and 2003, as well as identifiable assets for each segment
as of December 31, 2004 and 2003. Three months endedDecember 31,2004
    
    
    2003Revenues:(1)Segment One
    
    $
    20,125
    
    
    $
    19,721Segment Two
    
    
    72,243
    
    
    
    76,340Segment Three
    
    
    4,671
    
    
    
    4,394Segment Four
    
    
    9,620
    
    
    
    10,071Segment Five
    
    
    2,346
    
    
    
    2,658Segment Six
    
    
    22,745
    
    
    
    24,626Segment Seven
    
    
    16,019
    
    
    
    17,424Segment Eight
    
    
    21,586
    
    
    
    22,192Other
    
    
    2,774
    
    
    
    3,008Total revenues
    
    $
    172,129
    
    
    $
    180,434
 (1) Revenues exclude reimbursement of management contract expenses. Such amounts were $132.5
million and $112.7 million for the three months ended December 31, 2004 and 2003, respectively. Operating earnings (loss):Segment One
    
    $
    769
    
    
    $
    918Segment Two
    
    
    6,225
    
    
    
    6,417Segment Three
    
    
    813
    
    
    
    935Segment Four
    
    
    1,231
    
    
    
    1,795Segment Five
    
    
    317
    
    
    
    406Segment Six
    
    
    1,578
    
    
    
    2,789Segment Seven
    
    
    129
    
    
    
    677Segment Eight
    
    
    2,652
    
    
    
    3,726Other
    
    
    (500
    )
    
    
    1,063Total operating earnings
    
    $
    13,214
    
    
    $
    18,726
 December 31,
    
    
    September 30,2004
    
    
    2004Identifiable assets:Segment One
    
    $
    11,469
    
    
    $
    11,696Segment Two
    
    
    327,110
    
    
    
    327,438Segment Three
    
    
    15,320
    
    
    
    12,164Segment Four
    
    
    59,721
    
    
    
    47,885Segment Five
    
    
    1,172
    
    
    
    1,423Segment Six
    
    
    22,231
    
    
    
    22,084Segment Seven
    
    
    34,534
    
    
    
    35,441Segment Eight
    
    
    31,686
    
    
    
    32,099Other
    
    
    440,789
    
    
    
    434,138Total assets
    
    $
    944,032
    
    
    $
    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. Page 11 of 22




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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 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 documents which are incorporated herein by reference, 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 release and other public
statements by the Company and incorporated by reference in this document:  -
    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; Page 12 of 22




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-
    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. 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 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 December 31, 2004, Central Parking operated 1,659 parking facilities
through management contracts, leased 1,630 parking facilities, and owned 190 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 Page 13 of 22




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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 December 31, 2004, the Companys long-lived assets were comprised primarily of $374.8
million of property, equipment and leasehold improvements, $87.2 million of contract and lease
rights, $232.6 million of goodwill and $14.0 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 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 $2.4 million ($0.1 million in continuing operations and $2.3 million in
discontinued operations) during the three months ended December 31, 2004 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 December 31, 2004, the Company had $87.2 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 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 December 31, 2004, the Company had $73.8 million of gross trade receivables, including
management accounts receivable and accounts receivable  other. Additionally, the Company had a
recorded allowance for doubtful accounts of $3.1 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 Page 14 of 22




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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 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 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 July 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 December 31, 2004 Compared to Three Months Ended December 31, 2003 Parking revenues in the first quarter of fiscal year 2005 decreased to $141.4 million from
$148.2 million in the first quarter of fiscal year 2004, a decrease of $6.8 million, or 4.6%. The
decrease of $6.8 million is due to a decrease of $5.4 million related to contracts converted from
leased to managed and a decrease of $8.1 million due to closed locations, offset by an increase in
same store sales of $2.3 and an increase in new locations of $4.4 million Management contract revenues for the first quarter of fiscal 2005 decreased to $30.8 million
from $32.2 million in the first quarter of fiscal year 2004, a decline of $1.4 million or 4.3%.
The decrease was related to fewer special events at stadium locations in New York and changes in
contract terms for a location in New York and London. Cost of parking in the first quarter of 2005 decreased to $126.7 million from $130.9 million
in the first quarter of 2004, a decrease of $4.2 million or 3.2%. During the first quarter of
fiscal 2005, the Company had a $2.6 million decline in rent expense due to fewer operating
locations and renegotiated lease agreements, a $1.4 million decrease in payroll due in large part
to reduced overtime and a $0.8 decrease in property taxes. Items offsetting these expense
reductions in cost of parking were higher insurance costs due to actuarial adjustments in accruals
due to higher than estimated claims costs in liability and group
insurance. Rent expense as a percentage of parking revenues increased to
51.1% during the quarter ended December 31, 2004, from 50.5% in the quarter ended December 31,
2003. The rent expense percent of revenue was higher, as a significant portion of the companys
rent agreements have fixed rates and are dependent on revenues. Payroll and benefit expenses were
18.2% of parking revenues during the first quarter of fiscal 2005 as compared to Page 15 of 22




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18.3% in the comparable prior year period. Cost of parking as a percentage of parking
revenues increased to 89.6% in the first quarter of fiscal 2005 from 88.3% in the first quarter of
fiscal 2004. Cost of management contracts in the first quarter of fiscal 2005 increased to $15.2 million
from $13.7 million in the comparable period in 2004, a increase of $1.5 million or 10.9%. The
increase was primarily caused by an increase of $1.0 million in group insurance claims expense and
an additional $0.7 in other insurance related costs partially offset by a decease of $0.2 in bad
debt expense. Cost of management contracts as a percentage of management contract revenue
increased to 49.5% for the first fiscal quarter of 2005 from 42.5% for the same period in 2004. General and administrative expenses increased to $18.9 million for the first quarter of fiscal
2005 from $18.4 million in the first quarter of fiscal 2004, an increase of $0.5 million or 2.7%.
This increase is due to an increase in professional expenses of $0.6 million related to
Sarbanes-Oxley compliance efforts and an increase of $0.5 million in payroll offset by a $0.3
million decrease of rent expense and $0.3 million of miscellaneous other expenses for the first
quarter of fiscal 2005. General and administrative expenses as a percentage of total revenues
(excluding reimbursement of management contract expenses) increased to 11.0% for the first quarter
of fiscal 2005 compared to 10.2% for the first quarter of fiscal 2004. Net property-related gains for the three months ended December 31, 2004 was $1.9 million. The
$1.9 million gain was comprised of a gain on sale of property of $2.0 million partially offset by
$0.1 million of impairments of leasehold improvements related to locations which management plans
to continue to operate. 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 gain of $2.0 million was due to a gain on a sale in
Denver partially offset by a loss on a sale of a property in New York. The Companys
property-related gains for the three months ended December 31, 2003 of $1.2 million, were comprised
primarily of the gain on the sale of a property in New York offset by an impairment of contract
rights and leasehold improvements related to one location in New York City due to additional
contractually obligated capital improvements and changes in traffic flow patterns resulting in a
reduction of revenues at that site. For the three months ended December 31, 2004, the Company either disposed of or designated as
held-for-sale or disposal certain locations, resulting in a loss from discontinued operations of
$2.3 million, net of tax. The Companys prior period results were reclassified to reflect the
operations of the locations discontinued in the first quarter of fiscal 2005 and the locations
discontinued during the period from January 1, 2004 through September 30, 2004, as discontinued
operations, net of related income taxes. Interest expense decreased to $5.0 million for the first quarter of fiscal 2005 from $5.3
million in the first quarter of fiscal 2004, an decrease of $0.3 million or 5.7%. 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 $293.4 million during the quarter ended December 31, 2004, at a weighted
average interest rate of 6.7% compared to a weighted average balance outstanding of $346.4 million
at a weighted average rate of 5.5% during the quarter ended December 31, 2003. 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 $3.6
million for the first quarter of fiscal 2005 as compared to income tax expense of $5.3 million in
the first quarter of fiscal 2004, a change of $2.7 million. The effective tax rate on earnings from
continuing operations before income taxes for the first quarter of fiscal 2005 was 38.7% compared
to 37.1% for the first quarter of fiscal 2004. The increase in the effective tax rate is due to
the mixture of domestic and foreign earnings. Liquidity and Capital Resources Net
cash used by operating activities for the three months ended
December 31, 2004 was $6.6
million, a decrease of $13.2 million from net cash provided by operating activities of $6.6 million
for the three months ended December 31, 2003. 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 Page 16 of 22




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for the three months ended December 31, 2004. Net
cash used by investing activities was $2.9 million for the three months ended December 31,
2004 compared to $42.3 million of net cash provided in investing activities for the three months
ended December 31, 2003. This change was primarily due to an increase in purchases of equipment,
leasehold improvements, contract rights and lease rights and a decrease in proceeds from the
disposition of property and equipment. The proceeds for the three months ended December 31, 2004,
related primarily to a property sale in Denver. The $43.7 million proceeds for the three months
ended December 31, 2003 consists primarily of $24.5 million received from the sale of three
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. Net cash provided by financing activities for the three months ended December 31, 2004 was
$7.2 million compared to cash used of $41.5 million in the three months ended December 31, 2003.
This change was primarily due to a decrease in net cash provided by
operating activities due to a decrease in net earnings and an
increase in operating assets and a decrease in net cash provided by
investing activities due to an increase in purchases and a decrease
in proceeds from the disposition of properties, during the three
months ended December 31, 2004 as compared to repayments on the Credit Facility during the three
months ended December 31, 2003. 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. 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 December 31, 2004 was 248 basis points. The amount outstanding under the
Companys Credit Facility was $159.7 million consisting of a $157.2 million term loan and a $2.5
million revolving loan, with an overall weighted average interest rate of 5.02% as of December 31,
2004. The term loan is required to be repaid in quarterly payments of $437,500 through March 2008
and quarterly payments of $20.8 million from June 2008 through March 2010. The revolving loan is
required to be repaid February 2008. The aggregate availability under the Credit Facility was
$113.1 million at December 31, 2004, which is net of $48.5 million of stand-by letters of credit. 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. As of the closing date,
the revolver margin was reduced by 1.00% and the
term loan margin was reduced by 0.50%. The quarterly amortization schedule was also amended. The
new schedule requires the term loan to be repaid 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 amended credit facility
continues to contain customary covenants. The covenants requiring the
Company to maintain financial ratios did not change. Certain negative
covenant limitations including those related to acquisitions, share
repurchase, dividend grants, and other indebtedness were relaxed. The
loan continues to be secured by stock of certain subsidiaries and
certain real estate and personal property. 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 December 31, 2004. 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 $2.2 million during the first three months of
fiscal 2005. The following tables summarize the Companys total contracted obligations and commercial
commitments as of December 31, 2004 (amounts in thousands): Page 17 of 22




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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
    
    $
    214,076
    
    
    $
    46,209
    
    
    $
    9,335
    
    
    $
    148,988
    
    
    $
    9,544Subordinated convertible debentures
    
    
    78,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,085Operating leases
    
    
    1,249,088
    
    
    
    220,264
    
    
    
    333,309
    
    
    
    201,153
    
    
    
    494,362Total contractual cash obligations
    
    $
    1,541,249
    
    
    $
    266,473
    
    
    $
    342,644
    
    
    $
    350,141
    
    
    $
    581,991
 Amount of commitment expiration per periodLess than
    
    
    1-3
    
    
    3-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsUnused lines of credit
    
    $
    113,078
    
    
    $
    
    
    
    $
    
    
    
    $
    113,078
    
    
    $
    Other commercial commitments
    
    
    2,640
    
    
    
    2,640
    
    
    
    
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    115,718
    
    
    $
    2,640
    
    
    $
    
    
    
    $
    113,078
    
    
    $
    
 Other commercial commitments consist of interest expense to be paid to the owner of Edison. Unused lines of credit as of December 31, 2004 are reduced by $48.5 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 December 31, 2004, the Company had $159.7 million of variable rate
debt outstanding under the Credit Facility priced at LIBOR plus a weighted average margin of 248
basis points. Of this amount, $157.2 million of the Credit Facility is payable in quarterly
installments of $437,500 through March 2008 and quarterly payments of $20.8 million from June 2008
through March 2010 and $2.5 million in revolving credit loans 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 2.45% 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 December 31, 2004 was
4.82%, 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 $0.7 million based on the
Companys un-hedged outstanding Credit Facility balance of $72.2 million at December 31, 2004. 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. The
Company entered into a five-year LIBOR swap for this interest rate, yielding an effective interest
cost of 8.91% for the five-year period. The notional amount of the swap is reduced in conjunction
with the principal payments on the related variable rate debt. The terms of this derivative
instrument are consistent with the terms of the note and this derivative instrument qualifies as a
cash flow hedge. Foreign Currency Risk The Companys exposure to foreign exchange risk is minimal. As of December 31, 2004, the
Company has approximately GBP 0.3 million (USD $0.6 million) of cash and cash equivalents
denominated in British pounds, EUR 2.5 million (USD $3.4 million) denominated in euros, CAD 2.9
million (USD $2.4 million) denominated in Canadian dollars, and USD $1.4 million denominated in
various other foreign currencies. The Company also has EUR 0.8 million (USD $1.1 million) of notes
payable denominated in euros at December 31, 2004. These notes bear interest at a floating rate of
4.13% as of December 31, 2004, 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 enter into certain hedging instruments in the
future should it Page 18 of 22




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determine that exposure to foreign exchange risk has increased. Based on the Companys
overall currency rate exposure as of December 31, 2004, 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 December 31, 2004 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 December
31, 2004 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 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. The Company recently announced that an agreement in principle has 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 is 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, and 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 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 Page 19 of 22




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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 Tenant
agreed to terminate the lease, effective January 31, 2005, upon the payment by the tenant to the
landlord of $1.9 million. 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 6. Exhibits and Reports on Form 8-K (a) 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 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).
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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 (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 (filed herewith).31.1
    
    
    
    Certification of Monroe J. Carell, Jr. pursuant to Rule 13a-14(a)31.2
    
    
    
    Certification of Mark Shapiro pursuant to Rule 13a-14(a)32.1
    
    
    
    Certification of Monroe J. Carell, Jr. pursuant to Section 135032.2
    
    
    
    Certification of Mark Shapiro pursuant to Section 1350
 (b) Reports on Form 8-K On November 5, 2004 the Company filed a current report on Form 8-K announcing the Companys
fourth quarter and fiscal year 2004 results. Page 21 of 22




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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: February 9, 2005
    
    
    
    By: /s/ MONROE J. CARELL, JR.Monroe J. Carell, Jr.
       Chairman and Chief Executive OfficerCENTRAL PARKING CORPORATIONDate: February 9, 2005
    
    
    
    By: /s/ MARK SHAPIROMark ShapiroSenior Vice President andChief Financial Officer
 Page 22 of 22