##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 
   CENTRAL PARKING CORPORATION
  Tennessee
    
    62-1052916(State or Other Jurisdiction of Incorporation
    
    (I.R.S. Employer Identification No.)or Organization)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
 x o
 x o
  Class
    
    Outstanding at August 4, 2005Common Stock, $0.01 par value
    
    36,704,403




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##### Table of Contents



PAGEPART I FINANCIAL INFORMATIONItem 1 Financial Statements (Unaudited)Consolidated Balance Sheets as of June 30, 2005 and September 30, 2004
    
    
    3Consolidated Statements of Income for the three and nine months ended
June 30, 2005 and 2004
    
    
    4Consolidated Statements of Cash Flows for the nine months ended
June 30, 2005 and 2004
    
    
    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
    
    
    19Item 4 Controls and Procedures
    
    
    20PART II OTHER INFORMATIONItem 1 Legal Proceedings
    
    
    20Item 6 Exhibits
    
    
    21SIGNATURES
    
    
    24EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO




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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 UNAUDITED
  June 30,
    
    
    September 30,2005
    
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    27,585
    
    
    $
    27,628Management
accounts receivable, net of allowance for doubtful accounts of $3,281 and $3,206
at June 30, 2005 and September 30, 2004, respectively
    
    
    54,442
    
    
    
    43,776Accounts receivable  other
    
    
    14,877
    
    
    
    14,594Current portion of notes receivable (including amounts due from related parties of
$1,079 at June 30, 2005 and $1,617 at September 30, 2004)
    
    
    3,757
    
    
    
    6,010Prepaid expenses
    
    
    13,131
    
    
    
    13,045Assets held for sale
    
    
    39,306
    
    
    
    23,724Refundable income taxes
    
    
    3,120
    
    
    
    1,461Deferred income taxes
    
    
    11,119
    
    
    
    11,177Total current assets
    
    
    167,337
    
    
    
    141,415Notes receivable, less current portion
    
    
    39,175
    
    
    
    41,940Property, equipment, and leasehold improvements, net
    
    
    345,229
    
    
    
    380,256Contracts and lease rights, net
    
    
    81,992
    
    
    
    89,015Goodwill, net
    
    
    234,329
    
    
    
    232,562Investment in and advances to partnerships and joint ventures
    
    
    6,786
    
    
    
    7,824Other assets
    
    
    37,037
    
    
    
    36,616Total assets
    
    $
    911,885
    
    
    $
    929,628LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt and capital lease obligations
    
    $
    5,562
    
    
    $
    46,867Trade accounts payable
    
    
    76,373
    
    
    
    82,224Accrued expenses
    
    
    52,414
    
    
    
    46,807Management accounts payable
    
    
    27,227
    
    
    
    24,640Total current liabilities
    
    
    161,576
    
    
    
    200,538Long-term debt and capital lease obligations, less current portion
    
    
    161,206
    
    
    
    159,188Subordinated convertible debentures
    
    
    78,085
    
    
    
    78,085Deferred rent
    
    
    22,490
    
    
    
    24,450Deferred income taxes
    
    
    14,168
    
    
    
    17,293Other liabilities
    
    
    21,009
    
    
    
    14,977Total liabilities
    
    
    458,534
    
    
    
    494,531Minority interest
    
    
    537
    
    
    
    64Shareholders equity:Common stock, $0.01 par value; 50,000,000 shares authorized, 36,703,403
and 36,582,808 shares issued and outstanding at June 30, 2005 and
September 30, 2004, respectively
    
    
    367
    
    
    
    366Additional paid-in capital
    
    
    251,184
    
    
    
    249,452Accumulated other comprehensive income, net
    
    
    3,953
    
    
    
    879Retained earnings
    
    
    198,015
    
    
    
    185,041Other
    
    
    (705
    )
    
    
    (705
    )Total shareholders equity
    
    
    452,814
    
    
    
    435,033Total liabilities and shareholders equity
    
    $
    911,885
    
    
    $
    929,628
  Page 3 of 24




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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 UNAUDITED
  Three months ended June 30,
    
    
    Nine months ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:Parking
    
    $
    139,356
    
    
    $
    145,661
    
    
    $
    416,603
    
    
    $
    436,547Management contracts
    
    
    31,933
    
    
    
    31,957
    
    
    
    91,477
    
    
    
    94,612171,289
    
    
    
    177,618
    
    
    
    508,080
    
    
    
    531,159Reimbursement of management contract expenses
    
    
    139,163
    
    
    
    113,590
    
    
    
    399,585
    
    
    
    340,149Total revenues
    
    
    310,452
    
    
    
    291,208
    
    
    
    907,665
    
    
    
    871,308Costs and expenses:Cost of parking
    
    
    124,798
    
    
    
    131,655
    
    
    
    378,726
    
    
    
    393,873Cost of management contracts
    
    
    12,524
    
    
    
    13,208
    
    
    
    42,815
    
    
    
    41,334General and administrative
    
    
    20,412
    
    
    
    17,598
    
    
    
    60,160
    
    
    
    53,693157,734
    
    
    
    162,461
    
    
    
    481,701
    
    
    
    488,900Reimbursed management contract expenses
    
    
    139,163
    
    
    
    113,590
    
    
    
    399,585
    
    
    
    340,149Total costs and expenses
    
    
    296,897
    
    
    
    276,051
    
    
    
    881,286
    
    
    
    829,049Property-related (loss) gain, net
    
    
    (1,171
    )
    
    
    1,462
    
    
    
    15,464
    
    
    
    5,997Operating earnings
    
    
    12,384
    
    
    
    16,619
    
    
    
    41,843
    
    
    
    48,256Other income (expense):Interest income
    
    
    1,177
    
    
    
    1,217
    
    
    
    3,361
    
    
    
    3,642Interest expense
    
    
    (4,303
    )
    
    
    (4,834
    )
    
    
    (14,217
    )
    
    
    (15,235
    )Equity in partnership and joint venture losses
    
    
    (93
    )
    
    
    (402
    )
    
    
    (545
    )
    
    
    (2,389
    )Earnings from continuing operations before minority interest and income taxes
    
    
    9,165
    
    
    
    12,600
    
    
    
    30,442
    
    
    
    34,274Minority interest, net of tax
    
    
    (475
    )
    
    
    (833
    )
    
    
    (1,183
    )
    
    
    (2,595
    )Earnings from continuing operations before income taxes
    
    
    8,690
    
    
    
    11,767
    
    
    
    29,259
    
    
    
    31,679Income tax expense
    
    
    (3,411
    )
    
    
    (5,156
    )
    
    
    (11,709
    )
    
    
    (12,877
    )Earnings from continuing operations
    
    
    5,279
    
    
    
    6,611
    
    
    
    17,550
    
    
    
    18,802Loss from discontinued operations, net of tax
    
    
    (399
    )
    
    
    (643
    )
    
    
    (2,925
    )
    
    
    (904
    )Net earnings
    
    $
    4,880
    
    
    $
    5,968
    
    
    $
    14,625
    
    
    $
    17,898Basic (loss) earnings per share:Earnings from continuing operations
    
    $
    0.14
    
    
    $
    0.18
    
    
    $
    0.48
    
    
    $
    0.52Loss from discontinued operations, net of tax
    
    
    (0.01
    )
    
    
    (0.02
    )
    
    
    (0.08
    )
    
    
    (0.03
    )Net earnings
    
    $
    0.13
    
    
    $
    0.16
    
    
    $
    0.40
    
    
    $
    0.49Diluted (loss) earnings per share:Earnings from continuing operations
    
    $
    0.14
    
    
    $
    0.18
    
    
    $
    0.48
    
    
    $
    0.52Loss from discontinued operations, net of tax
    
    
    (0.01
    )
    
    
    (0.02
    )
    
    
    (0.08
    )
    
    
    (0.03
    )Net earnings
    
    $
    0.13
    
    
    $
    0.16
    
    
    $
    0.40
    
    
    $
    0.49Weighted average shares used for basic per share data
    
    
    36,663
    
    
    
    36,435
    
    
    
    36,603
    
    
    
    36,277Effect of dilutive common stock options
    
    
    220
    
    
    
    300
    
    
    
    139
    
    
    
    211Weighted average shares used for dilutive per share data
    
    
    36,883
    
    
    
    36,735
    
    
    
    36,742
    
    
    
    36,488
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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 UNAUDITED
  Nine months endedJune 30,2005
    
    
    2004Cash flows from operating activities:Net earnings
    
    $
    14,625
    
    
    $
    17,898Loss from discontinued operations
    
    
    2,925
    
    
    
    904Earnings from continuing operations
    
    
    17,550
    
    
    
    18,802Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities:Depreciation and amortization of property
    
    
    21,506
    
    
    
    24,781Equity in partnership and joint venture earnings
    
    
    545
    
    
    
    2,389Distributions from partnerships and joint ventures
    
    
    1,393
    
    
    
    1,237Property-related gains, net
    
    
    (15,464
    )
    
    
    (5,997
    )Deferred income tax (benefit) expense
    
    
    (3,555
    )
    
    
    4,346Minority interest, net of tax
    
    
    1,183
    
    
    
    2,595Changes in operating assets and liabilities:Management accounts receivable
    
    
    (10,843
    )
    
    
    (7,882
    )Accounts receivable  other
    
    
    (296
    )
    
    
    6,098Prepaid expenses
    
    
    (125
    )
    
    
    (3,981
    )Other assets
    
    
    (5,447
    )
    
    
    (7,478
    )Trade accounts payable, accrued expenses and other liabilities
    
    
    5,493
    
    
    
    (13,319
    )Management accounts payable
    
    
    2,565
    
    
    
    3,443Deferred rent
    
    
    (1,960
    )
    
    
    (2,296
    )Refundable income taxes
    
    
    (1,607
    )
    
    
    4,246Net cash provided by operating activities  continuing operations
    
    
    10,938
    
    
    
    26,984Net cash (used) provided by operating activities  discontinued operations
    
    
    (2,282
    )
    
    
    1,689Net cash provided by operating activities
    
    
    8,656
    
    
    
    28,673Cash flows from investing activities:Proceeds from disposition of property and equipment
    
    
    35,951
    
    
    
    62,026Purchases of property, equipment and leasehold improvements
    
    
    (8,921
    )
    
    
    (12,167
    )Purchase of contract and lease rights
    
    
    
    
    
    
    (4,530
    )Other investing activities
    
    
    3,921
    
    
    
    4,248Net cash provided by investing activities
    
    
    30,951
    
    
    
    49,577Cash flows from financing activities:Dividends paid
    
    
    (1,651
    )
    
    
    (1,647
    )Net borrowings (repayments) under revolving credit agreement
    
    
    71,126
    
    
    
    (59,000
    )Proceeds from issuance of notes payable, net of issuance costs
    
    
    9,728
    
    
    
    1,864Principal repayments on long-term debt and capital lease obligations
    
    
    (120,195
    )
    
    
    (21,382
    )Payment to minority interest partners
    
    
    (392
    )
    
    
    (3,224
    )Proceeds from issuance of common stock and exercise of stock options
    
    
    1,733
    
    
    
    2,904Net cash used by financing activities
    
    
    (39,651
    )
    
    
    (80,485
    )Foreign currency translation
    
    
    1
    
    
    
    651Net decrease in cash and cash equivalents
    
    
    (43
    )
    
    
    (1,584
    )Cash and cash equivalents at beginning of period
    
    
    27,628
    
    
    
    31,572Cash and cash equivalents at end of period
    
    $
    27,585
    
    
    $
    29,988Non-cash transactions:Unrealized gain on fair value of investment securities and derivatives, net of tax
    
    $
    802
    
    
    $
    1,608Issuance of shares related to the deferred stock unit plan
    
    $
    
    
    
    $
    476Cash payments for:Interest
    
    $
    13,286
    
    
    $
    14,341Income taxes
    
    $
    13,417
    
    
    $
    5,888
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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 Share-Based Payment
 Three Months ended
    
    
    Nine Months endedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net earnings, as reported
    
    $
    4,880
    
    
    $
    5,968
    
    
    $
    14,625
    
    
    $
    17,898Add 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
    
    
    (976
    )
    
    
    (834
    )
    
    
    (2,939
    )
    
    
    (2,096
    )Pro forma net earnings
    
    $
    3,904
    
    
    $
    5,134
    
    
    $
    11,686
    
    
    $
    15,802Earnings per share:Basic-as reported
    
    $
    0.13
    
    
    $
    0.16
    
    
    $
    0.40
    
    
    $
    0.49Basic-pro forma
    
    $
    0.11
    
    
    $
    0.14
    
    
    $
    0.32
    
    
    $
    0.44Diluted-as reported
    
    $
    0.13
    
    
    $
    0.16
    
    
    $
    0.40
    
    
    $
    0.49Diluted-pro forma
    
    $
    0.11
    
    
    $
    0.14
    
    
    $
    0.32
    
    
    $
    0.43
  Page 6 of 24




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(2) Earnings Per Share
   (3) Property-Related Gains, Net
  Three months ended
    
    
    Nine months endedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net gains on partial sale of property held for use
    
    $
    2,112
    
    
    $
    6,053
    
    
    $
    19,601
    
    
    $
    12,308Impairment charges for property, equipment and
leasehold improvements held for use
    
    
    (351
    )
    
    
    
    
    
    
    (1,075
    )
    
    
    (1,359
    )Impairment charges for contract rights, lease
rights and other intangible assets
    
    
    (2,932
    )
    
    
    (4,591
    )
    
    
    (3,062
    )
    
    
    (4,952
    )Property-related (losses) gains, net
    
    $
    (1,171
    )
    
    $
    1,462
    
    
    $
    15,464
    
    
    $
    5,997
 (4) Intangible Assets
  GrossCarrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    NetContract and lease rights
    
    $
    143,481
    
    
    $
    61,489
    
    
    $
    81,992Noncompete agreements
    
    
    2,575
    
    
    
    2,385
    
    
    
    190Total
    
    $
    146,056
    
    
    $
    63,874
    
    
    $
    82,182
  (5) Long-Term Debt
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(6) Derivative Financial Instruments
     June 30,
    
    
    September 30,2005
    
    
    2004Derivative instrument assets:Interest rate swaps
    
    $
    2,498
    
    
    $
    1,268
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(7) Discontinued Operations
  (8) Recently Issued Accounting Pronouncements
 Share-Based Payment.
 (9) Commitments and Contingencies
 In re: Central Parking
Corporation Securities Litigation
 Page 9 of 24




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(10) Comprehensive Income
  Three months ended
    
    
    Nine months endedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net earnings
    
    $
    4,880
    
    
    $
    5,968
    
    
    $
    14,625
    
    
    $
    17,898Change in fair value of derivatives, net of tax
    
    
    (463
    )
    
    
    1,838
    
    
    
    739
    
    
    
    1,686Change in fair value of investment securities, net of tax
    
    
    73
    
    
    
    (136
    )
    
    
    64
    
    
    
    (78
    )Foreign currency cumulative translation adjustment
    
    
    (835
    )
    
    
    774
    
    
    
    2,272
    
    
    
    650Comprehensive income
    
    $
    3,655
    
    
    $
    8,444
    
    
    $
    17,700
    
    
    $
    20,156
 (11) Business Segments
  Three months ended
    
    
    Nine months endedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenues:(1)Segment One
    
    $
    18,896
    
    
    $
    18,047
    
    
    $
    57,526
    
    
    $
    56,019Segment Two
    
    
    72,853
    
    
    
    76,738
    
    
    
    213,444
    
    
    
    225,685Segment Three
    
    
    4,884
    
    
    
    4,534
    
    
    
    14,577
    
    
    
    13,977Segment Four
    
    
    7,630
    
    
    
    8,933
    
    
    
    25,609
    
    
    
    27,955Segment Five
    
    
    2,582
    
    
    
    2,456
    
    
    
    7,201
    
    
    
    7,542Segment Six
    
    
    22,609
    
    
    
    23,860
    
    
    
    67,336
    
    
    
    72,519Segment Seven
    
    
    16,548
    
    
    
    17,643
    
    
    
    48,303
    
    
    
    50,109Segment Eight
    
    
    22,195
    
    
    
    22,366
    
    
    
    65,495
    
    
    
    66,540Other
    
    
    3,092
    
    
    
    3,041
    
    
    
    8,589
    
    
    
    10,813Total revenues
    
    $
    171,289
    
    
    $
    177,618
    
    
    $
    508,080
    
    
    $
    531,159
 (1)
    
    Revenues exclude reimbursement of management contract expenses. Such amounts were
$139.2 million and $113.6 million for the three months ended June 30, 2005 and 2004,
respectively, and $399.6 million and $340.1 million for the nine months ended June 30, 2005
and 2004, respectively.
 Page 10 of 24




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Three months ended
    
    
    Nine months endedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Operating earnings (loss):Segment One
    
    $
    (1,275
    )
    
    $
    (73
    )
    
    $
    (324
    )
    
    $
    922Segment Two
    
    
    6,179
    
    
    
    1,835
    
    
    
    12,615
    
    
    
    9,361Segment Three
    
    
    1,485
    
    
    
    937
    
    
    
    3,228
    
    
    
    2,809Segment Four
    
    
    630
    
    
    
    1,074
    
    
    
    1,969
    
    
    
    5,232Segment Five
    
    
    613
    
    
    
    537
    
    
    
    1,320
    
    
    
    1,413Segment Six
    
    
    1,234
    
    
    
    1,565
    
    
    
    4,077
    
    
    
    5,946Segment Seven
    
    
    760
    
    
    
    1,144
    
    
    
    891
    
    
    
    (162
    )Segment Eight
    
    
    4,349
    
    
    
    2,895
    
    
    
    10,248
    
    
    
    9,476Other
    
    
    (1,591
    )
    
    
    6,705
    
    
    
    7,819
    
    
    
    13,259Total operating earnings
    
    $
    12,384
    
    
    $
    16,619
    
    
    $
    41,843
    
    
    $
    48,256
 June 30,
    
    
    September 30,2005
    
    
    2004Identifiable assets:Segment One
    
    $
    11,144
    
    
    $
    11,449Segment Two
    
    
    323,087
    
    
    
    328,565Segment Three
    
    
    14,505
    
    
    
    12,257Segment Four
    
    
    55,154
    
    
    
    47,927Segment Five
    
    
    1,149
    
    
    
    1,423Segment Six
    
    
    22,811
    
    
    
    22,542Segment Seven
    
    
    35,482
    
    
    
    35,468Segment Eight
    
    
    32,774
    
    
    
    32,306Other
    
    
    415,779
    
    
    
    437,691Total assets
    
    $
    911,885
    
    
    $
    929,628
          (12) Subsequent Events
 th
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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;
    
    comply with the terms of its credit facility or obtain waivers of noncompliance;
    
    reduce operating losses at unprofitable locations;
    
    form and maintain strategic relationships with certain large real estate owners and
operators; and
    
    renew existing insurance coverage and obtain performance and surety bonds on favorable
terms;
 
    
    successful implementation of the Companys operating and growth strategy;
    
    interest rate fluctuations;
    
    the loss, or renewal on less favorable terms, of existing management contracts and
leases and the failure to add new locations on favorable terms;
    
    the timing of property-related gains and losses;
    
    pre-opening, start-up and break-in costs of parking facilities;
    
    player strikes or other events affecting major league sports;
    
    changes in economic and business conditions at the local, regional, national or international levels;
    
    changes in patterns of air travel or automobile usage, including but not limited to
effects of weather on travel and transportation patterns;
    
    the impact of litigation and claims;
    
    higher premium and claims costs relating to medical, liability, workers compensation
and other insurance programs;
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
    
    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
      Critical Accounting Policies
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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
  Allowance for Doubtful Accounts
  Insurance
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Accounting for Contingencies
 Income Taxes
 Accounting for Income Taxes
 Recent Accounting Pronouncements
 Share-Based Payment.
 Results of Operations
 Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004
     Page 15 of 24




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Nine Months Ended June 30, 2005 Compared to Nine Months Ended June 30, 2004
    Page 16 of 24




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Liquidity and Capital Resources
  Page 17 of 24




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Future Cash Commitments
   Page 18 of 24




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Payments due by periodLess than
    
    
    1-3
    
    
    3-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsLong-term debt and capital
Lease obligations
    
    $
    166,768
    
    
    $
    5,562
    
    
    $
    96,841
    
    
    $
    64,121
    
    
    $
    244Subordinated convertible debentures
    
    
    78,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,085Operating leases
    
    
    1,112,344
    
    
    
    200,308
    
    
    
    290,263
    
    
    
    175,435
    
    
    
    446,338Total contractual cash obligations
    
    $
    1,357,197
    
    
    $
    205,870
    
    
    $
    387,104
    
    
    $
    239,556
    
    
    $
    524,667
 Amount of commitment expiration per periodLess than
    
    
    1-3
    
    
    3-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsUnused lines of credit
    
    $
    108,725
    
    
    $
    
    
    
    $
    81,070
    
    
    $
    27,655
    
    
    $
    
  Subsequent Event
 th
        
 Item 3. Quantitative and Qualitative Disclosure about Market Risk
 Interest Rates
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Foreign Currency Risk
  
 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 June 30, 2005 are effective in timely alerting them to material
information required to be included in the Companys periodic reports and that such
information is (i) accumulated and communicated to the Companys management in a timely
manner, and (ii) recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms.
 (b)
    
    Changes in internal control over financial reporting: There has been no change (including
corrective actions with regard to significant deficiencies) in the Companys internal control
over financial reporting that has occurred during the Companys fiscal quarter ended June
30,2005 that has materially affected, or is reasonably likely to materially affect the
Companys internal control over financial reporting.
 
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
 In re: Central Parking
Corporation Securities Litigation
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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).
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3.1
    
    (a)
    
    Amended and Restated Charter of the Registrant (Incorporated by reference to
Exhibit 4.1 to the Companys Registration Statement No. 333-23869 on Form S-3).(b)
    
    Articles of Amendment to the Charter of Central Parking
Corporation increasing the authorized number of shares of common stock,
par value $0.01 per share, to one hundred million (Incorporated by
reference to Exhibit 2 to the Companys 10-Q for the quarter ended
March 31, 1999).3.2
    
    
    
    Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit
4.1 to the Companys Registration Statement No. 333-23869 on Form S-3).4.1
    
    
    
    Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the
Companys Registration Statement No. 33-95640 on Form S-1).4.2
    
    (a)
    
    Registration Rights Agreement (the Allright Registration Rights Agreement) dated as of September 21, 1998 by and
between the Registrant, Apollo Real Estate Investment Fund II, L.P., AEW Partners, L.P. and Monroe J. Carell, Jr.,
The Monroe Carell Jr. Foundation, Monroe Carell Jr. 1995 Grantor Retained Annuity Trust, Monroe Carell Jr. 1994
Grantor Retained Annuity Trust, The Carell Childrens Trust, The 1996 Carell Grandchildrens Trust, The Carell
Family Grandchildren 1990 Trust, The Kathryn Carell Brown Foundation, The Edith Carell Johnson Foundation, The
Julie Carell Stadler Foundation, 1997 Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson Trust, 1997 Julia
Claire Stadler Trust, 1997 William Carell Johnson Trust, 1997 David Nicholas Brown Trust and 1997 George Monroe
Stadler Trust (Incorporated by reference to Exhibit 4.4 to the Companys Registration Statement No. 333-66081
filed on October 21, 1998).4.2
    
    (b)
    
    Amendment dated January 5, 1999 to the Allright Registration Rights Agreement (Incorporated by reference to
Exhibit 4.4.1 to the Companys Registration Statement No. 333-66081 filed on October 21, 1998, as amended).4.2
    
    (c)
    
    Second Amendment dated February 1, 2001 to the Allright Registration Rights Agreement. (Incorporated by reference
to Exhibit 4.6 to the Companys Registration Statement No. 333-54914 on Form S-3 filed on February 2, 2001)4.3
    
    
    
    Indenture dated March 18, 1998 between the registrant and Chase Bank of Texas, National Association, as
Trustee regarding up to $113,402,050 of 5-1/4 % Convertible
Subordinated Debentures due 2028. (Incorporated by reference to
Exhibit 4.5 to the Registrants Registration Statement No. 333-52497 on Form S-3).4.4
    
    
    
    Amended and Restated Declaration of Trust of Central Parking Finance Trust dated as
of March 18, 1998. (Incorporated by reference to Exhibit 4.5 to the Registrants
Registration Statement No. 333-52497 on Form S-3).4.5
    
    
    
    Preferred Securities Guarantee Agreement dated as of March 18, 1998 by and between
the Registrant and Chase Bank of Texas, national Association as Trustee (Incorporated
by reference to Exhibit 4.7 to the Registrants Registration Statement No. 333-52497
on Form S-3).4.6
    
    
    
    Common Securities Guarantee Agreement dated March 18, 1998 by the Registrant.
(Incorporated by reference to Exhibit 4.9 to 333-52497 on Form S-3).10.1
    
    
    
    Third Amendment to the Credit Facility dated January 25, 2005 by Bank of America,
N.A. and Central Parking Corporation (Incorporated by reference to Exhibit 10.1on Form
10-Q filed on February 9, 2005 ).
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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 135032.2
    
    
    
    Certification of Jeff Heavrin pursuant to Section 1350
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CENTRAL PARKING CORPORATIONDate: August 9, 2005
    By:

/s/
EMANUEL EADSEmanuel EadsChief Executive Officer CENTRAL PARKING CORPORATIONDate: August 9, 2005
    By:
    /s/  JEFF HEAVRINJeff HeavrinSenior Vice President and Chief Financial Officer Page 24 of 24