##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For Quarterly Period Ended March 31, 2003 |  | 
|- |  | -------------------------------------------------------------------------------------------------------------------------------- |  | 



|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934For The Transition Period From ______ to ______ |  | 
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------- |  | 

Commission File Number 1-15629

IMPERIAL PARKING CORPORATION
(Exact name of registrant as specified in its charter)

|                                                                                                |  |                                                
|----------------------------------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization)                         |  | 91-2161409
(I.R.S. Employer
Identification No.)
|                                                                                                |  |                                                
|601 West Cordova Street, Suite 300Vancouver, BC Canada
(Address of principal executive offices) |  | V6B 1G1
(Zip Code)                             
|                                                                                                |  |                                                
|Registrants telephone number, including area code:                                             |  | (604) 681-7311                                 

____________________________________________________________________________________________________________________________________________

Former name, former address and former fiscal year, if changed since last report.

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 o  No þ

The number of shares outstanding of each of the registrants classes of common
stock, as of May 2, 2003, was 1,822,764.





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INDEX
IMPERIAL PARKING CORPORATION

|               |  |                                  |                                                                                       |      |                                                                                   |    |  |   | 
|-------------- |  | -------------------------------- | ------------------------------------------------------------------------------------- | ---- | --------------------------------------------------------------------------------- | -- |  | - | 
|PART I.        |  | FINANCIAL INFORMATION            |                                                                                       | Page
|               |  |                                  |                                                                                       |     
|Item 1.        |  | Financial Statements (Unaudited) |                                                                                       |      |                                                                                   |   
|               |  |                                  |                                                                                       |      | Consolidated balance sheets                                                       |    |  |   | 
|               |  |                                  |                                                                                       |      | March 31,
2003 and December 31, 2002                                             |    |  | 3 | 
|               |  |                                  |                                                                                       |      | Consolidated
statements of operations
three months ended March 31, 2003 and 2002 |    |  | 4 | 
|               |  |                                  |                                                                                       |      | Consolidated statement of stockholders equity
three months ended March 31, 2003 |    |  | 5 | 
|               |  |                                  |                                                                                       |      | Consolidated
statements of cash flows
three months ended March 31, 2003 and 2002 |    |  | 6 | 
|               |  |                                  |                                                                                       |      | Notes to consolidated financial statements                                        |    |  | 7 | 
|Item 2.        |  |                                  | Managements Discussion and Analysis of Financial Condition and Results of Operations |      |                                                                                   | 10 | 
|Item 3.        |  |                                  | Quantitative and Qualitative Disclosure about Market Risk                             |      |                                                                                   | 13 | 
|Item 4.        |  |                                  | Controls and Procedures                                                               |      |                                                                                   | 14 | 
|PART II.       |  | OTHER INFORMATION                |                                                                                       |      |                                                                                   |   
|Item 1.        |  |                                  | Legal Proceedings                                                                     |      |                                                                                   | 14 | 
|Item 2.        |  |                                  | Changes in Securities                                                                 |      |                                                                                   | 15 | 
|Item 3.        |  |                                  | Defaults upon Senior Securities                                                       |      |                                                                                   | 15 | 
|Item 4.        |  |                                  | Submission of Matters to a Vote of Security Holders                                   |      |                                                                                   | 15 | 
|Item 5.        |  |                                  | Other Information                                                                     |      |                                                                                   | 16 | 
|Item 6.        |  |                                  | Exhibits and Reports on Form 8-K                                                      |      |                                                                                   | 16 | 
|Signatures     |  |                                  |                                                                                       |      | 18                                                                                |   
|Certifications |  |                                  |                                                                                       |      | 19                                                                                |   

2



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IMPERIAL PARKING CORPORATION
Consolidated Balance Sheets
Amounts in thousands of United States dollars, except share amounts

|                                      |                                                                                                                       |                            |        |             |        |                     |        |        |        | 
|------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------ | ----------- | ------ | ------------------- | ------ | ------ | ------ | 
|                                      |                                                                                                                       |                            |        | March 31    |        | December 31        
|                                      |                                                                                                                       |                            |        | 2003        |        | 2002               
|                                      |                                                                                                                       |                            |        |             |        |                    
|                                      |                                                                                                                       |                            |        | (Unaudited) |        | (restated  note 3) |       
|ASSETS                                |                                                                                                                       |                            |        |             |        |                     |        |       
|Current assets:                       |                                                                                                                       |                            |        |             |        |                     |        |       
|                                      | Cash and cash equivalents                                                                                             |                            | $      | 18,708      |        |                     | $      | 15,138 |       
|                                      | Accounts receivable                                                                                                   |                            |        | 5,979       |        |                     |        | 6,408  |       
|                                      | Current portion of recoverable development costs                                                                      |                            |        | 826         |        |                     |        | 781    |       
|                                      | Inventory                                                                                                             |                            |        | 925         |        |                     |        | 960    |       
|                                      | Deposits and prepaid expenses                                                                                         |                            |        | 1,514       |        |                     |        | 1,347  |       
|                                      | Deferred income taxes                                                                                                 |                            |        | 783         |        |                     |        | 1,034  |       
|                                      |                                                                                                                       |                            |        |             |        |                     |        |        |       
|                                      |                                                                                                                       | Total current assets       |        |             | 28,735 |                     |        |        | 25,668 | 
|Recoverable development costs         |                                                                                                                       |                            | 2,242  |             |        |                     | 2,435  |       
|Fixed assets                          |                                                                                                                       |                            | 15,158 |             |        |                     | 14,350 |       
|Management and lease agreements       |                                                                                                                       |                            | 800    |             |        |                     | 867    |       
|Other assets                          |                                                                                                                       |                            | 3,230  |             |        |                     | 3,895  |       
|Goodwill                              |                                                                                                                       |                            | 47,745 |             |        |                     | 45,213 |       
|                                      |                                                                                                                       |                            |        |             |        |                     |        |        |       
|                                      |                                                                                                                       | $                          | 97,910 |             |        | $                   | 92,428 |       
|                                      |                                                                                                                       |                            |        |             |        |                     |        |        |       
|LIABILITIES AND STOCKHOLDERS EQUITY  |                                                                                                                       |                            |        |             |        |                     |        |       
|Current liabilities:                  |                                                                                                                       |                            |        |             |        |                     |        |       
|                                      | Management accounts payable                                                                                           |                            | $      | 6,428       |        |                     | $      | 5,889  |       
|                                      | Trade accounts payable and other accrued liabilities                                                                  |                            |        | 6,671       |        |                     |        | 7,479  |       
|                                      | Payable to employees and former employees                                                                             |                            |        | 2,650       |        |                     |        | 2,302  |       
|                                      | Sales tax payable                                                                                                     |                            |        | 1,564       |        |                     |        | 1,542  |       
|                                      | Bank indebtedness                                                                                                     |                            |        | 3,191       |        |                     |        | 3,349  |       
|                                      | Current portion of other long-term liabilities                                                                        |                            |        | 1,590       |        |                     |        | 1,581  |       
|                                      | Deferred revenue                                                                                                      |                            |        | 5,057       |        |                     |        | 1,985  |       
|                                      |                                                                                                                       |                            |        |             |        |                     |        |        |       
|                                      |                                                                                                                       | Total current liabilities  |        |             | 27,151 |                     |        |        | 24,127 | 
|Other long-term liabilities           |                                                                                                                       |                            | 4,296  |             |        |                     | 4,139  |       
|Deferred income taxes                 |                                                                                                                       |                            | 2,186  |             |        |                     | 2,690  |       
|                                      |                                                                                                                       |                            |        |             |        |                     |        |        |       
|                                      |                                                                                                                       | Total liabilities          |        |             | 33,633 |                     |        |        | 30,956 | 
|Stockholders equity:                 |                                                                                                                       |                            |        |             |        |                     |        |       
|                                      | Common stock, $.01 par value; 10,000,000 shares
authorized 1,822,764 shares issued and outstanding
(2002  1,822,639) |                            |        | 18          |        |                     |        | 18     |       
|                                      | Additional paid  in capital                                                                                          |                            |        | 60,762      |        |                     |        | 60,674 |       
|Retained earnings                     |                                                                                                                       |                            | 3,811  |             |        |                     | 4,560  |       
|Accumulated other comprehensive loss: |                                                                                                                       |                            |        |             |        |                     |        |       
|                                      | Foreign currency translation adjustment                                                                               |                            |        | (314        | )      |                     |        | (3,780 | )     
|                                      |                                                                                                                       |                            |        |             |        |                     |        |        |       
|                                      |                                                                                                                       | Total stockholders equity |        |             | 64,277 |                     |        |        | 61,472 | 
|                                      |                                                                                                                       |                            |        |             |        |                     |        |        |       
|                                      |                                                                                                                       | $                          | 97,910 |             |        | $                   | 92,428 |       
|                                      |                                                                                                                       |                            |        |             |        |                     |        |        |       

3



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##### 



IMPERIAL PARKING CORPORATION
Consolidated Statements of Operations
(Unaudited)
Amounts in thousands of United States dollars, except per share amounts

|                                    |                                                                  |                                |       |                    |        |      |       |                     |        | 
|----------------------------------- | ---------------------------------------------------------------- | ------------------------------ | ----- | ------------------ | ------ | ---- | ----- | ------------------- | ------ | 
|                                    |                                                                  |                                |       | Three months ended
|                                    |                                                                  |                                |       | March 31          
|                                    |                                                                  |                                |       |                   
|                                    |                                                                  |                                |       | 2003               |        | 2002
|                                    |                                                                  |                                |       |                    |        |     
|                                    |                                                                  |                                |       |                    |        |      |       | (restated  note 3)
|Revenues                            |                                                                  |                                |       |                    |        |      |       |                    
|                                    | Parking and management contract                                  |                                | $     | 24,978             |        |      | $     | 24,809              |       
|                                    | Reimbursement of management
contract expenses                    |                                |       | 8,139              |        |      |       | 7,535               |       
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|                                    | Total revenues                                                   |                                |       | 33,117             |        |      |       | 32,344              |       
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|Direct costs                        |                                                                  |                                |       |                    |        |      |       |                    
|                                    | Cost of parking and management
contracts                         |                                |       | 20,496             |        |      |       | 20,035              |       
|                                    | Reimbursed management contract
expenses                          |                                |       | 8,139              |        |      |       | 7,535               |       
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|                                    |                                                                  | Total direct costs             |       |                    | 28,635 |      |       |                     | 27,570 | 
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|Gross margin                        |                                                                  |                                | 4,482 |                    |        |      | 4,774 |                    
|Other operating expenses:           |                                                                  |                                |       |                    |        |      |       |                    
|                                    | General and administrative                                       |                                |       | 4,286              |        |      |       | 3,941               |       
|                                    | Depreciation and amortization of
management and lease agreements |                                |       | 566                |        |      |       | 564                 |       
|                                    | Equity share of limited liability
company losses                 |                                |       | 30                 |        |      |       | 16                  |       
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|                                    |                                                                  | Total other operating expenses |       |                    | 4,882  |      |       |                     | 4,521  | 
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|Operating income (loss)             |                                                                  |                                | (400  | )                  |        |      | 253   |                    
|Other income (expenses)             |                                                                  |                                |       |                    |        |      |       |                    
|                                    | Interest income                                                  |                                |       | 96                 |        |      |       | 85                  |       
|                                    | Interest expense                                                 |                                |       | (92                | )      |      |       | (115                | )     
|                                    | Other expense (note 4)                                           |                                |       | (477               | )      |      |       |                    |       
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|Other income (expense), net         |                                                                  |                                | (473  | )                  |        |      | (30   | )                  
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|Earnings (loss) before income taxes |                                                                  |                                | (873  | )                  |        |      | 223   |                    
|Income tax expense (recovery)       |                                                                  |                                |       |                    |        |      |       |                    
|                                    | Current                                                          |                                |       | 98                 |        |      |       | 111                 |       
|                                    | Deferred                                                         |                                |       | (222               | )      |      |       | 163                 |       
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|                                    |                                                                  |                                | (124  | )                  |        |      | 274   |                    
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|Loss for the period                 |                                                                  | $                              | (749  | )                  |        | $    | (51   | )                  
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       
|Loss per share:                     |                                                                  |                                |       |                    |        |      |       |                    
|                                    | Basic and diluted                                                |                                | $     | (0.41              | )      |      | $     | (0.03               | )     
|                                    |                                                                  |                                |       |                    |        |      |       |                     |       

4



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IMPERIAL PARKING CORPORATION
Consolidated Statement of Stockholders Equity
Amounts in thousands of United States dollars, except number of common shares (Unaudited)

|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |   |  |         |        |   |  |   |        |   |  |   |       |  
|---------------------------------------------------------------- |  | ------------ | --------- | ---------- |  | -------- | -- | ----------- |  | ---------- | ------ | ----- |  | ------------- | ----- | - |  | ------- | ------ | - |  | - | ------ | - |  | - | ----- | -
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |   |  | Foreign |        |   |  |   |        |   |  |  
|                                                                 |  | Common stock |           | Additional |  |          |    |             |  | currency   |        |       |  |               |       |   |  |        
|                                                                 |  |              |           | paid-in    |  | Retained |    | translation |  |            |        |       |  | Comprehensive
|                                                                 |  | Number       |           | Amount     |  | capital  |    | earnings    |  | adjustment |        | Total |  | income       
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |              
|Balance, December 31, 2002, as previously reported               |  |              | 1,822,639 |            |  | $        | 18 |             |  | $          | 60,730 |       |  | $             | 4,504 |   |  | $       | (3,780 | ) |  | $ | 61,472 |   |  |   |       |  
|Retroactive effect of adoption of new accounting
policy (note 3) |  |              |          |            |  |          |   |             |  |            | (56    | )     |  |               | 56    |   |  |         |       |   |  |   |       |   |  |   |       |  
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |   |  |         |        |   |  |   |        |   |  |   |       |  
|Balance, December 31, 2002, as restated                          |  |              | 1,822,639 |            |  |          | 18 |             |  |            | 60,764 |       |  |               | 4,560 |   |  |         | (3,780 | ) |  |   | 61,472 |   |  |   |       |  
|Loss for the period                                              |  |              |          |            |  |          |   |             |  |            |       |       |  |               | (749  | ) |  |         |       |   |  |   | (749   | ) |  |   | (749  | )
|Foreign currency translation adjustment in period                |  |              |          |            |  |          |   |             |  |            |       |       |  |               |      |   |  |         | 3,466  |   |  |   | 3,466  |   |  |   | 3,466 |  
|Stock based compensation                                         |  |              |          |            |  |          |   |             |  |            | 86     |       |  |               |      |   |  |         |       |   |  |   | 86     |   |  |   |       |  
|Options exercised                                                |  |              | 125       |            |  |          |   |             |  |            | 2      |       |  |               |      |   |  |         |       |   |  |   | 2      |   |  |   |       |  
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |   |  |         |        |   |  |   |        |   |  |   |       |  
|Total stockholders equity at March 31, 2003                     |  |              | 1,822,764 |            |  | $        | 18 |             |  | $          | 60,762 |       |  | $             | 3,811 |   |  | $       | (314   | ) |  | $ | 64,277 |   |  |   |       |  
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |   |  |         |        |   |  |   |        |   |  |   |       |  
|Comprehensive income                                             |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |   |  |         |        |   |  |   |        |   |  | $ | 2,717 |  
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |   |  |         |        |   |  |   |        |   |  |   |       |  

5



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##### 



IMPERIAL PARKING CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)

|                                                                        |                                                                    |                                                          |        |      |        |      |        |     |        |  
|----------------------------------------------------------------------- | ------------------------------------------------------------------ | -------------------------------------------------------- | ------ | ---- | ------ | ---- | ------ | --- | ------ | -
|Amounts in thousands of United States dollars                           |                                                                    | Three months ended March 31                             
|                                                                        |                                                                    |                                                         
|                                                                        |                                                                    |                                                          |        | 2003 |        | 2002
|                                                                        |                                                                    |                                                          |        |      |        |     
|Cash flows from operating activities:                                   |                                                                    |                                                          |        |      |        |      |        |    
|Loss for the period                                                     |                                                                    | $                                                        | (749   | )    |        | $    | (51    | )  
|Adjustments to reconcile loss to cash provided by operating activities: |                                                                    |                                                          |        |      |        |      |        |    
|                                                                        | Depreciation and amortization of management and lease agreements   |                                                          |        | 566  |        |      |        | 564 |       
|                                                                        | Recovery of recoverable development costs                          |                                                          |        | 152  |        |      |        | 239 |       
|                                                                        | Equity share of limited liability company losses                   |                                                          |        | 30   |        |      |        | 16  |       
|                                                                        | Stock-based compensation                                           |                                                          |        | 86   |        |      |        | 80  |       
|                                                                        | Non-cash interest expense                                          |                                                          |        | 56   |        |      |        | 77  |       
|                                                                        | Rent expense in excess of lease payments                           |                                                          |        | 86   |        |      |        |    |       
|                                                                        | Deferred income taxes                                              |                                                          |        | (222 | )      |      |        | 163 |       
|                                                                        | Discount on settlement of note receivable                          |                                                          |        | 100  |        |      |        |    |       
|                                                                        | Changes in non-cash working capital items, excluding acquisitions: |                                                          |        |      |        |      |        |     |       
|                                                                        |                                                                    | Accounts receivable                                      |        |      | 257    |      |        |     | 989    |  
|                                                                        |                                                                    | Inventory                                                |        |      | 103    |      |        |     | (13    | )
|                                                                        |                                                                    | Deposits and prepaid expenses                            |        |      | (112   | )    |        |     | 73     |  
|                                                                        |                                                                    | Management accounts payable                              |        |      | 169    |      |        |     | (380   | )
|                                                                        |                                                                    | Trade accounts payable and other accrued liabilities     |        |      | (1,128 | )    |        |     | (635   | )
|                                                                        |                                                                    | Payable to employees and former employees                |        |      | 241    |      |        |     | 414    |  
|                                                                        |                                                                    | Sales tax payable                                        |        |      | (35    | )    |        |     | (2     | )
|                                                                        |                                                                    | Deferred revenue                                         |        |      | 2,990  |      |        |     | 2,679  |  
|                                                                        |                                                                    |                                                          |        |      |        |      |        |    
|                                                                        |                                                                    | Net cash provided by operating activities                |        |      | 2,590  |      |        |     | 4,213  |  
|                                                                        |                                                                    |                                                          |        |      |        |      |        |    
|Cash flows from investing activities                                    |                                                                    |                                                          |        |      |        |      |        |    
|Purchase of fixed assets                                                |                                                                    |                                                          | (454   | )    |        |      | (362   | )  
|Increase in recoverable development costs                               |                                                                    |                                                          |       |      |        |      | (71    | )  
|Change in other assets                                                  |                                                                    |                                                          | 1,096  |      |        |      | (133   | )  
|Acquisition of management and lease agreements                          |                                                                    |                                                          |       |      |        |      | (741   | )  
|                                                                        |                                                                    |                                                          |        |      |        |      |        |    
|                                                                        |                                                                    | Net cash provided by (used in) investing activities      |        |      | 642    |      |        |     | (1,307 | )
|                                                                        |                                                                    |                                                          |        |      |        |      |        |    
|Cash flows from financing activities                                    |                                                                    |                                                          |        |      |        |      |        |    
|Repayment of bank indebtedness                                          |                                                                    |                                                          | (159   | )    |        |      | (98    | )  
|Change in other liabilities                                             |                                                                    |                                                          | (59    | )    |        |      | (76    | )  
|Exercise of stock options                                               |                                                                    |                                                          | 2      |      |        |      | 22     |    
|                                                                        |                                                                    |                                                          |        |      |        |      |        |    
|                                                                        |                                                                    | Net cash used provided by (used in) financing activities |        |      | (216   | )    |        |     | (152   | )
|                                                                        |                                                                    |                                                          |        |      |        |      |        |    
|Effect of exchange rate changes on cash and cash equivalents            |                                                                    |                                                          | 554    |      |        |      | (8     | )  
|                                                                        |                                                                    |                                                          |        |      |        |      |        |    
|Increase in cash and cash equivalents                                   |                                                                    |                                                          | 3,570  |      |        |      | 2,746  |    
|Cash and cash equivalents, beginning of period                          |                                                                    |                                                          | 15,138 |      |        |      | 10,991 |    
|                                                                        |                                                                    |                                                          |        |      |        |      |        |    
|Cash and cash equivalents, end of period                                |                                                                    | $                                                        | 18,708 |      |        | $    | 13,737 |    
|                                                                        |                                                                    |                                                          |        |      |        |      |        |    
|Supplementary information:                                              |                                                                    |                                                          |        |      |        |      |        |    
|                                                                        | Interest paid                                                      |                                                          |        | 26   |        |      |        | 37  |       
|                                                                        | Income taxes paid                                                  |                                                          |        | 230  |        |      |        | 122 |       

6



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##### 



IMPERIAL PARKING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Imperial
Parking Corporation (Impark) do not include all of the information and
footnotes required by generally accepted accounting principles for a complete
set of annual financial statements. In the opinion of management, all
adjustments (consisting solely of normal recurring adjustments) considered
necessary for a fair presentation of the financial position, results from
operations and cash flows as at March 31, 2003, and for all periods presented,
have been included. These financial statements should be read in conjunction
with the financial statements, and notes thereto, included in Imparks annual
report on Form 10-K for the fiscal year ended December 31, 2002. Except as
indicated in note 3, the principles applied in the preparation of these interim
consolidated financial statements are consistent with those applied in the
consolidated financial statements included in the annual report on Form 10-K.
Operating results for the three months ended March 31, 2003 are not necessarily
indicative of the results that may by expected for the fiscal year ending
December 31, 2003.

2. LOSS PER SHARE

Basic loss per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for
the period. Diluted loss per share reflects the potential dilution that would
occur if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock, or if
restricted shares of common stock were to become fully vested, that then shared
in the loss of Impark.

The following tables set forth the computation of basic and diluted loss per
share:

|                       |                                  |   |                             |      |               |  |           |       |                  |   |               |       |           |   |     |     |   |  |       |       |  |   |       |       |  
|---------------------- | -------------------------------- | - | --------------------------- | ---- | ------------- |  | --------- | ----- | ---------------- | - | ------------- | ----- | --------- | - | --- | --- | - |  | ----- | ----- |  | - | ----- | ----- | -
|                       |                                  |   | Three Months Ended March 31
|                       |                                  |   |                            
|                       |                                  |   | 2003                        |      | 2002         
|                       |                                  |   |                             |      |              
|                       |                                  |   | Income available            |      | Common shares |  | Per share |       | Income available |   | Common shares |       | Per share
|                       |                                  |   | ($000's)                    |      | ($000's)      |  | amount    |       | ($000's)         |   | ($000's)      |       | amount   
|                       |                                  |   |                             |      |               |  |           |       |                  |   |               |       |          
|Basic loss per share   |                                  |   |                             |      |               |  |           |       |                  |   |               |       |           |   |     |     |   |  |       |       |  |   |       |      
|                       | Loss for the period              |   | $                           | (749 | )             |  |           | 1,823 |                  |   | $             | (0.41 | )         |   | $   | (51 | ) |  |       | 1,819 |  |   | $     | (0.03 | )
|                       | Effect of dilutive stock options |   |                             |     |               |  |           |      |                  |   |               |      |           |   |     |    |   |  |       |      |  |   |       |      |  
|                       |                                  |   |                             |      |               |  |           |       |                  |   |               |       |           |   |     |     |   |  |       |       |  |   |       |       |  
|Diluted loss per share |                                  | $ | (749                        | )    |               |  | 1,823     |       |                  | $ | (0.41         | )     |           | $ | (51 | )   |   |  | 1,819 |       |  | $ | (0.03 | )    
|                       |                                  |   |                             |      |               |  |           |       |                  |   |               |       |           |   |     |     |   |  |       |       |  |   |       |       |  

The dilutive effect of stock options has not been calculated as it would be
anti-dilutive for the three months ended March 31, 2002 and 2003.

3. STOCK OPTIONS

As at March 31, 2003, the Company has a stock incentive plan allowing the
Company to grant stock options to executives and management. Prior to 2003,
the Company accounted for those plans under the recognition and measurement
provisions of APB 25, Accounting for Stock Issued to Employees, and related
interpretations. Stock-based compensation for fixed stock option plans was
recorded at the grant date only if the current market price of the underlying
stock exceeded the exercise price. Compensation for variable stock option
plans was recorded on an ongoing basis based on the change in intrinsic value
of the options.

Effective January 1, 2003, the Company adopted the fair value recognition
provisions of Statement of Financial Accounting No. 123 (SFAS 123),
Accounting for Stock-Based Compensation, for stock-based employee compensation.
In accordance with Statement of Financial Accounting No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure, the Company has elected to
adopt the recognition and measurement provisions of SFAS 123 retroactively and
all prior periods presented have been restated to reflect the compensation
costs that would have been recognized had the recognition provisions of SFAS
123 been applied to all awards granted to employees after December 15, 1994.

7



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Adoption of the recognition and measurement provisions of SFAS 123 resulted in
a decrease of $454,000 in additional paid in capital as at January 1, 2002, an
increase of $454,000 in opening retained earnings as at January 1, 2002 and a
decrease of $10,000 in stock based compensation expense recognized for the
three months ended March 31, 2002 from the amounts previously reported. For
the year ended December 31, 2002, adoption of the recognition provisions of
SFAS 123 resulted in an increase in stock based compensation expense of
$398,000, a decrease in additional paid in capital of $56,000 as at December
31, 2002 and an increase of $56,000 in retained earnings as at December 31,
2002.

4. OTHER EXPENSES

In January 2003, a Special Committee of the Companys Board of Directors was
formed for the purpose of exploring strategic alternatives available to the
Company in the context of the decision by Gotham Partners to sell its ownership
interest in the Company. The Special Committee has engaged professional
advisors to assist it in this review. The Company incurred $477,000 in
professional fees payable to the advisors during the three months ended March
31, 2003 (2002  nil).

5. MANAGEMENT AND LEASE AGREEMENTS

Management and lease arrangements are recorded at cost and represent the
Companys investment in parking lot agreements. Cost is based upon the
estimated fair value of the agreements at the time of acquisition determined
using the discounted estimated future cash flow from these agreements.
Amortization is provided over the lives of the related agreements in amounts
equal to the discounted future cash flows used to measure their original cost.

SFAS 142 requires that a recognized intangible asset, such as these management
and lease agreements, be amortized over its useful life to an enterprise,
unless the life is determined to be indefinite. As the agreements have limited
terms, the carrying value of the agreements are being amortized over the period
of the related agreement.

|                         |  |                |        |                   |  |   |        |  
|------------------------ |  | -------------- | ------ | ----------------- |  | - | ------ | -
|                         |  | March 31, 2003 |        | December 31, 2002
|                         |  |                |        |                  
|Cost                     |  | $              | 2,018  |                   |  | $ | 1,982  |  
|Accumulated amortization |  |                | (1,219 | )                 |  |   | (1,115 | )
|                         |  |                |        |                   |  |   |        |  
|                         |  | $              | 800    |                   |  | $ | 867    |  
|                         |  |                |        |                   |  |   |        |  

6. GOODWILL

|                                    |  |                |        | 
|----------------------------------- |  | -------------- | ------ | 
|                                    |  | March 31, 2003
|                                    |  |               
|Carrying value, beginning of period |  | $              | 45,213 | 
|Effect of exchange rates            |  |                | 2,532  | 
|                                    |  |                |        | 
|Carrying value, end of period       |  | $              | 47,745 | 
|                                    |  |                |        | 

8



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7. BUSINESS SEGMENTS

Senior management of the Company reviews the revenue and overall results of
operations by geographic regions. The following table summarizes the revenue
(before reimbursement of management contract expenses), operating result and
assets for these geographic regions.

|                                        |  |                             |        |      |  |       |        |        |  |      |        |       |  |   |        |  |  |   |        |   |  |   |        | 
|--------------------------------------- |  | --------------------------- | ------ | ---- |  | ----- | ------ | ------ |  | ---- | ------ | ----- |  | - | ------ |  |  | - | ------ | - |  | - | ------ | 
|                                        |  | Three Months Ended March 31
|                                        |  |                            
|                                        |  | 2003                        |        | 2002
|                                        |  |                             |        |     
|                                        |  | Canada                      |        | U.S. |  | Total |        | Canada |  | U.S. |        | Total
|                                        |  |                             |        |      |  |       |        |        |  |      |        |      
|Parking and management
contract revenue |  | $                           | 13,565 |      |  | $     | 11,413 |        |  | $    | 24,978 |       |  | $ | 12,603 |  |  | $ | 12,206 |   |  | $ | 24,809 | 
|Total revenue                           |  |                             | 19,106 |      |  |       | 14,011 |        |  |      | 33,117 |       |  |   | 17,964 |  |  |   | 14,380 |   |  |   | 32,344 | 
|Depreciation and
amortization           |  |                             | 285    |      |  |       | 281    |        |  |      | 566    |       |  |   | 297    |  |  |   | 267    |   |  |   | 564    | 
|Operating income (loss)                 |  |                             | 1,028  |      |  |       | (1,428 | )      |  |      | (400   | )     |  |   | 1,413  |  |  |   | (1,160 | ) |  |   | 253    | 
|Income tax expense
(recovery)           |  |                             | (178   | )    |  |       | 54     |        |  |      | (124   | )     |  |   | 518    |  |  |   | (244   | ) |  |   | 274    | 
|Goodwill                                |  |                             | 38,445 |      |  |       | 9,300  |        |  |      | 47,745 |       |  |   | 35,561 |  |  |   | 8,678  |   |  |   | 44,239 | 
|Long-lived assets                       |  |                             | 14,889 |      |  |       | 4,299  |        |  |      | 19,188 |       |  |   | 14,175 |  |  |   | 4,409  |   |  |   | 18,584 | 
|Total assets                            |  |                             | 68,680 |      |  |       | 29,230 |        |  |      | 97,910 |       |  |   | 61,980 |  |  |   | 29,872 |   |  |   | 91,852 | 

8. CONTINGENCIES

The Company is the defendant in a lawsuit filed by Sterling Parking Ltd.
(Sterling) in April 2001. Sterling is claiming damages of $7.9 million
(Canadian $11.6 million) as a result of a failed agreement to manage certain of
Sterlings locations by Impark. The Company believes that the claim is largely
without merit and, regardless, the amount claimed is excessive. The Company
will defend itself against the claim. The Company has accrued at March 31, 2003
its best estimate of the costs related to this action, but in the event the
Company is unsuccessful, any damages awarded to Sterling in excess of this
amount could have a material effect on our financial position or results of
operations.

In February 2002, the City of Calgary passed a 2002 Business Tax Bylaw, which
approximately tripled the business tax for the Companys operations in Calgary
for the 2002 calendar year to approximately $1.0 million (Canadian $1.4
million). In February 2003, the City of Calgary passed a 2003 Business Tax
Bylaw, which imposed the same rate and assessment method of business tax for
the Companys operations for 2003 as was used in 2002, at an amount of
approximately $0.9 million (C$1.3 million). The Company is appealing the
assessments through the assessment review process and also applying for a court
ruling that the bylaws are void or invalid. If the Company is unsuccessful in
appealing the tax assessments, and if it is unsuccessful in the lawsuit against
the City of Calgary, the Company would be required to pay the full amount of
the 2002 and 2003 assessments. At March 31, 2003, the Company has accrued the
full assessment for 2002 and the proportionate amount for the year of the 2003
assessment, and has paid approximately 60% of the amounts accrued.

9. SUBSEQUENT EVENT

In April 2003, the Board of Directors authorized $2,000,000 for the repurchase
of the Companys outstanding common stock. To date, the Company has not
repurchased any shares under this buy-back authorization.

9



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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 Certain Factors Affecting Future
Operating Results in the Managements Discussion and Analysis of Financial
Condition and Results of Operations section in the Companys Annual Report on
Form 10-K for the year ended December 31, 2002. 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 and results of operations. Such statements include, but are not
limited to, statements preceded by, followed by or that otherwise include the
words believes, expects, anticipates, intends, estimates 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 report, the Companys Annual Report on Form 10-K for the year ended
December 31, 2002 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 or incorporated by reference in this document:



| |  | successfully integrating past and future acquisitions in light of
challenges in retaining key employees, synchronizing business processes
and efficiently integrating facilities, marketing, and operations;                                                                                                                                                                          
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | successful implementation of the Companys operating and growth strategy,
including possible strategic acquisitions;                                                                                                                                                                                                                                                                  
| 
| |  | fluctuations in quarterly operating results caused by a variety of
factors including the timing of gains on sales of owned facilities,
pre-opening costs, changes in the Companys cost of borrowing, effect
of weather on travel and transportation patterns, player strikes or
other events affecting major league sports and local, national and
international economic conditions;
| 
| |  | the ability of the Company to form and maintain its strategic
relationships with certain large real estate owners and property
managers;                                                                                                                                                                                                                                              
| 
| |  | global and/or regional economic factors; and                                                                                                                                                                                                                                                                                                                                          
| 
| |  | compliance with laws and regulations, including, without limitation,
environmental, antitrust and consumer protection laws and regulations
at the federal, state, local and international levels.                                                                                                                                                                                     

CRITICAL ACCOUNTING POLICIES

The Company makes certain estimates and assumptions that affect the reported
amounts of assets and liabilities and the reported amounts of revenues and
expenses. The critical accounting policies and estimates used to prepare the
unaudited consolidated financial statements included in this report are, except
as described in note 3 of these interim consolidated financial statements,
consistent with those used to prepare the audited consolidated financial
statements included in the Companys Annual Report on Form 10-K. The accounting
policies described in the notes to our audited consolidated financial
statements, included as part of our Form 10-K, are those that the Company
considers critical in preparing its consolidated financial statements. These
policies include significant estimates made by management using information
available at the time the estimates are made, including estimates relating to
deferred income tax assets, obligations to the former shareholders of DLC
Management Group, Inc. (DLC), and valuation of goodwill. However, these
estimates could change materially if different information or assumptions were
used. The Company encourages you to review these notes in connection with the
financial statements included in this report.

10



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OVERVIEW

We operate parking facilities under three types of arrangements: leases, fee
ownership and management contracts. Revenues consist of parking revenues from
leased and owned facilities, and revenues earned in accordance with the terms
of management contracts. Direct costs relate typically to leased and owned
facilities and include rent, payroll and related benefits, maintenance,
insurance, and general operating expenses. Direct costs also include expenses
associated with management contracts that are not recoverable from the property
owner.

Revenue earned from each type of arrangement for the quarter and the number of
facilities operated as at the end of each quarter, are as follows:

|                                              |         |  |                |       |          |  |       |       |      |   |                    |        |  |   |        |        | 
|--------------------------------------------- | ------- |  | -------------- | ----- | -------- |  | ----- | ----- | ---- | - | ------------------ | ------ |  | - | ------ | ------ | 
|                                              |         |  | # of locations |       | Revenue 
|                                              |         |  |                |       |         
|                                              |         |  |                |       |          |  |       |       |      |   | Three months ended
|                                              |         |  | as at March 31 |       | March 31
|                                              |         |  |                |       |         
|                                              |         |  | 2003           |       | 2002     |  | 2003  |       | 2002
|                                              |         |  |                |       |          |  |       |       |     
|Parking and management contract revenue       |         |  |                |       |          |  |       |       |      |   |                    |        |  |   |        |       
|                                              | Leased  |  |                | 573   |          |  |       | 558   |      |   | $                  | 19,329 |  |   | $      | 19,199 | 
|                                              | Managed |  |                | 1,064 |          |  |       | 1,040 |      |   |                    | 5,220  |  |   |        | 5,197  | 
|                                              | Owned   |  |                | 15    |          |  |       | 15    |      |   |                    | 429    |  |   |        | 413    | 
|                                              |         |  |                |       |          |  |       |       |      |   |                    |        |  |   |        |        | 
|                                              |         |  | 1,652          |       |          |  | 1,613 |       |      |   | 24,978             |        |  |   | 24,809 |       
|                                              |         |  |                |       |          |  |       |      
|Reimbursement of management contract expenses |         |  |                |       |          |  |       |       |      |   | 8,139              |        |  |   | 7,535  |       
|                                              |         |  |                |       |          |  |       |       |      |   |                    |        |  |   |        |        | 
|Total revenues                                |         |  |                |       |          |  |       |       |      | $ | 33,117             |        |  | $ | 32,344 |       
|                                              |         |  |                |       |          |  |       |       |      |   |                    |        |  |   |        |        | 

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

Total revenues for the first quarter of fiscal 2003 increased $0.8 million, or
2.4%, to $33.1 million from $32.3 million for the first quarter of fiscal 2002.
Excluding an increase of $0.6 million in the reimbursement of management
contract expenses, which are directly offset by an equivalent increase in
reimbursed management contract expenses within direct costs, there was an
increase of $0.2 million in revenues. Although we were able to increase the
number of facilities we operate to 1,652 at March 31, 2003 from 1,613 at March
31, 2002, harsher winter weather in 2003 and continued economic weakness in the
U.S. offset any increase in revenue from new facilities.

Revenues from leased facilities for the first quarter of fiscal 2003 increased
to $19.3 million from $19.2 million in the first quarter of fiscal 2002, an
increase of $0.1 million, or 0.7%. There was a decrease of $0.4 million in the
United States largely as a result of the sale of a significant leased facility
in Chicago and the renewal of the agreement by the new landlord as a management
contract effective January 2003, and our decision not to renew an unprofitable
lease in Minneapolis in the fourth quarter of 2002. These two facilities
contributed approximately $1.5 million of leased revenue in the first quarter
of fiscal 2002. Decreases in these two cities were partially offset by an
increase of $1.1 million in other cities largely from new locations, notably in
Miami and Philadelphia. In contrast, there was a $0.5 million increase in
leased revenue in Canada, which was largely due to a stronger Canadian dollar.
The average exchange rate for the first quarter of 2003 was C$1.00 = US$0.67,
compared to US$0.63 for the first quarter of 2002.

Management contract revenues for the first quarter of fiscal 2003 remained
consistent with 2002 at $5.2 million

The direct cost incurred in providing services under parking and management
contracts in the first quarter of 2003 increased to $20.5 million from $20.0
million in the first quarter of 2002, an increase of $0.5 million, or 2.3%.
The increase in direct costs was attributable to costs other than rent. Rent
expense remained unchanged at $12.7 million for both the first quarter of 2002
and 2003. Rent as a percentage of leased revenues, decreased to 65.8% in the
first quarter of 2003 from 66.4% in the same quarter of 2002. The decrease is
due to a higher proportion of leased revenue in the first quarter of 2003,
compared to 2002, being generated in Canada, where, for the average of our
facilities, rent as a percentage of leased revenue is lower than in the U.S. We
are in the start-up phase in many U.S. cities and in the early part of many
lease terms. We expect that rent as a percentage of leased revenue in the U.S.
will decrease as our U.S. operations mature. The increase in other direct costs
of $0.5 million, or 6.7%, from $7.3 million to $7.8 million, includes an
increase in snow clearing and removal costs of $0.2 million from the harsher
winter in 2003; $0.2 million of costs

11



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associated with operating the new contracts at the Mirabel and Dorval airports
in Montreal, Quebec; $0.2 million for the effect of the stronger Canadian
dollar on other direct costs; a $0.1 million discount granted on the early
settlement of the outstanding balance due from the San Francisco Giants for
their share of development costs; and $0.1 million of increased business taxes
in Calgary. Although the business tax assessment for our lots in Calgary for
2003 is approximately the same as 2002, we were in the initial stages of
appealing it in the first quarter of 2002 and had not accrued at the time for
the increase over the prior year. The increases in other direct costs for the
first quarter of fiscal 2003 were offset by a recovery of $0.3 million for an
amount previously accrued in 2002 for a property tax assessment, which we
successfully appealed in 2003. The cost of parking and management contracts
as a percentage of revenue from parking and management contracts increased to
82.1% in the first quarter of fiscal 2003 from 80.8% in the first quarter of
fiscal 2002.

We are appealing our 2002 and 2003 business tax assessments for our operations
in Calgary, Alberta. We have also applied for a court ruling that the
applicable business tax bylaws are void or invalid. The assessment for 2002 of
approximately $0.9 million is three times the amount of our assessment for 2001
of approximately $0.3 million. The assessment for 2003 is approximately
equivalent to the assessment for 2002. We have accrued at March 31, 2003 the
proportionate amount for the year of the 2003 assessment and the full
assessment for 2002. We have paid approximately 60% of the amounts accrued. We
have provided further details of this issue in this quarterly report in Part
II, Item 1  Legal Proceedings.

General and administrative expenses increased $0.3 million, or 8.8%, from $4.0
million for the first quarter of fiscal 2002 to $4.3 million for the first
quarter of fiscal 2003. The increase of $0.3 million largely occurred in our
U.S. expansion cities of Chicago, Miami and Atlanta, and from expanding our
relocated U.S. head office in Philadelphia. General and administrative
expenses, as a percentage of total revenues, increased to 12.9% for the first
quarter of fiscal 2003 compared to 12.2% for the first quarter of fiscal 2002.

Prior to 2003, we accounted for stock options issued to employees using the
intrinsic value method in accordance with the provisions of APB 25, Accounting
for Stock Issued to Employees, and related interpretations, and recognized
compensation expense to the extent the current market price of the underlying
stock exceeded the exercise price. Effective January 1, 2003, we adopted the
fair value recognition provisions of Statement of Financial Accounting No. 123
(SFAS 123), Accounting for Stock-Based Compensation, for stock-based employee
compensation. All prior periods presented have been restated to reflect the
compensation costs that would have been recognized had the recognition
provisions of SFAS 123 been applied to all awards granted to employees after
December 15, 1994. The effect of restating the results for the first quarter
of fiscal 2002 is that stock-based compensation expense for the quarter, which
is included in general and administrative expenses, decreased from $90,000, as
previously reported, to $80,000.

Other non-operating expenses in the first quarter of fiscal 2003 include $0.5
million of professional fees, which we incurred in exploring the alternatives
available to the Company in the context of the decision by Gotham Partners
(Gotham), our principal shareholder, to sell its ownership interest. We are
further committed to additional future payments of at least $0.1 million in
fees.

Income tax expense for fiscal 2003 includes our current tax liability for
capital and state taxes, and a deferred tax expense as we utilize our
previously recognized benefits of net operating losses for tax purposes in
Canada. The deferred tax expense has been reduced by a deferred tax recovery
for operating losses in the U.S. for fiscal 2003. We expect that we will have
utilized all of our net operating losses in Canada during the third quarter of
2003, at which time we will begin to incur a current, rather than a deferred,
tax liability for any operating profits in Canada.

The loss for the first quarter of 2003
was $0.7 million  an increase of $0.7
million from the first quarter loss in 2002 of $51,000. This increased loss is
primarily due to lower gross margin of $0.3 million; higher general and
administrative expenses of $0.3 million; $0.5 million of Special Committee
expenses; offset by lower income tax expense of $0.4 million.

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2003, we had cash and cash equivalents of $18.7 million. This
represents an increase of $3.6 million for the first three months of fiscal
2003 from the balance at December 31, 2002. The increase resulted from $2.6
million of cash generated from operations, $0.6 million generated by investing
activities and $0.6 million for the effect of exchange rate changes on cash;
offset by $0.2 million used in financing activities.

The cash generated from operations in the first quarter of 2003 included $3.2
million of parking revenue from San Francisco Giants season ticket holders,
which is consistent with prior years. This has been included in deferred
revenue on our balance sheet at March 31, 2003 and will be recognized as
revenue during the baseball season in the second and third quarters of 2003.

12



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The cash generated by investing activities during the first three months of
fiscal 2003 included $1.0 million received from the San Francisco Giants in
early settlement of the outstanding balance due from them of $1.1 million for
their share of the parking facility development costs. The discount of $0.1
million was expensed in the first quarter of fiscal 2003. The balance was
originally to be recovered from any future participation rent payable to the
Giants.

At March 31, 2003, we had $3.2 million of bank debt outstanding. After
originally drawing down $3.9 million on the non-revolving loan facility and
using $1.5 million for outstanding letters of credit, we have $14.6 million
remaining of a $20.0 million credit facility with HSBC Canada to fund working
capital requirements, acquisitions and other capital investment opportunities.

In the next 12 months, we anticipate the working capital necessary to satisfy
current obligations will be generated from operations, available cash, and our
bank facility.

Depending on the timing and magnitude of future investment opportunities, which
could be in the form of leased or purchased properties, joint ventures or
acquisitions, we anticipate the cash required to come from operations, the bank
credit facility, or an equity offering.

In the future, if we identify investment opportunities requiring cash in excess
of operating cash flows and credit facilities, we may seek additional sources
of capital, including the sale or issuance of our common stock or a rights
offering, or amending our credit facility to obtain additional indebtedness.
No assurances can be given that such increases would be available at the time
needed to complete any such acquisition.

Contractual Obligations and Commercial Commitments

There have been no material changes in our contractual obligations and
commercial commitments as at March 31, 2003 from those at December 31, 2002,
which were disclosed in our Annual Report on Form 10-K.

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 cash invested in short-term deposits. Although, as of March 31, 2003,
we did not have any cash invested in short-term deposits, we may take the
opportunity in the future to invest in short-term deposits if interest rates
increase from present levels. Changes in interest rates could impact the
Companys anticipated interest income.

Our bank indebtedness of $3.2 million at March 31, 2003 bears interest at rates
that vary with changes in the London Interbank Offered Rate (LIBOR). Based
on our current borrowing level, a 1% change in LIBOR would impact net income by
less than $0.1 million annually.

Foreign Currency Exposure

We operate wholly owned subsidiaries in Canada. Total revenues from Canadian
operations amounted to $19.1 million and $18.0 million for the three months
ended March 31, 2003 and 2002, respectively. We intend to continue to invest
in Canadian facilities, and may identify expansion opportunities in other
foreign countries. Our exposure to foreign currency fluctuations is mitigated
as the Canadian dollar revenues are offset by Canadian dollar operating costs.
In limited circumstances we have denominated Canadian contracts in U.S. dollars
to limit currency exposure. Our net earnings in Canada for the three months
ended March 31, 2003 were approximately $0.4 million, or C$0.6 million
translated at the average exchange rate for the period of C$1.00 = US$0.67. If
the exchange rate used for the three months ended March 31, 2003 had been
US$0.64 instead of US$0.67, the effect would be to increase our net loss by
less than $0.1 million. Presently, we have no formal hedging programs and have
no outstanding derivative contracts. We would consider implementing a hedging
program if such risk materially increases.

13



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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934) under the supervision of
our chief executive officer and chief financial officer within 90 days of the
filing date of this Quarterly Report on Form 10-Q. Based on that evaluation,
the chief executive officer and chief financial officer have concluded that our
disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms and are operating in an
effective manner.

Internal Controls

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The provision of services to the public entails an inherent risk of liability.
We are engaged from time to time in routine litigation incidental to our
business. Other than cases involving Eau Claire Market, Sterling Parking Ltd.,
and the City of Calgary in Calgary, Alberta, described below, there is no legal
proceeding to which we are a party which, if decided adversely we anticipate
could have a material adverse effect on our results of operation or financial
condition. We attempt to disclaim liability for personal injury in facilities
we operate. We also carry liability insurance that we believe meets or exceeds
industry standards as determined by our landlords. We can provide no
assurances, however, that any future legal proceedings (including any related
judgments, settlements or costs) will not have a material adverse effect on our
financial condition, liquidity or results of operations. There has been no
material change in the status of the litigation described below since our
annual report on Form 10-K for the year ended December 31, 2002.

The Eau Claire Market litigation was filed in the Queens Bench of Alberta on
August 20, 1998. It involves a claim against a property in which Imperial
Parking Canada Corporation (Impark Canada), a subsidiary of the Company and
successor to Imperial Parking Limited by amalgamation, is the lessee. The
plaintiff MP Acquisitions Ltd. purchased the property and asserts that it did
not receive full disclosure of the terms of the Impark Canada lease. The
plaintiff claims that, as a result, it is entitled to priority over Impark
Canadas lease and to possession of the property. We believe that this claim is
without merit. If, however, we do not prevail in the litigation, we may be
forced to renegotiate the lease with the landlord, in which case the rent could
be substantially increased, and any such increase could materially impact our
results. The parties are currently in pre-trial proceedings. A trial has been
scheduled to begin on June 16, 2003. We also made an application to the court
to have the lawsuit summarily dismissed on April 4, 2003 and a decision has not
been given yet by the court for that application.

Impark Canada is a defendant in a lawsuit brought by Newcourt Financial Ltd.
(Newcourt) as the assignee of Oracle Corporation Canada Inc. (Oracle). The
suit was filed in Ontario Superior Court on September 11, 1999. The
co-defendant is First Union Management, Inc. (FUMI). At the time of the
material events alleged in the lawsuit, FUMI was an affiliate of Impark Canada.
The lawsuit alleges that Impark Canada and FUMI owe approximately $825,000
under a software licence and services agreement, plus interest and legal costs.
We believe the claim is largely without merit. In response to the claim, Impark
Canada and FUMI have commenced their own action in British Columbia, seeking a
declaration that no amounts are owing to either Newcourt or Oracle under the
license and services agreement. The Ontario lawsuit has been stayed pending the
resolution of the B.C. action. The B.C. action is in pre-trial proceedings. No
trial date has been scheduled. First Union Real Estate Equity and Mortgage
Investments (FUR) has agreed in writing to indemnify Impark Canada with
respect to all liabilities and damages that may be incurred by Impark with
respect to this claim. FUR is an affiliate of FUMI and is publicly listed on
the New York Stock Exchange.

Impark Canada is a defendant in a lawsuit brought by Sterling Parking Ltd.,
which was filed April 3, 2001 in the Queens Bench of Alberta. The suit
involves an alleged breach by Impark Canada of a confidentiality agreement
entered into with

14



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##### 



Sterling in October 2000 relating to the potential management by Impark Canada
of certain Sterling lots in Calgary. The agreement prohibited Impark Canada
from bidding on any Sterling lots while negotiations of such transaction were
underway. During negotiations, Impark Canada successfully bid on two Sterling
lots. The proposed transaction with Sterling was not completed. Sterling claims
in the lawsuit that Impark Canada wrongfully bid on the two lots and an
additional three lots, as well as improperly used Sterling confidential
information, all in breach of the confidentiality agreement. The total damages
claimed by Sterling are approximately $7.9 million (C$11.6 million). The
lawsuit is in pre-trial proceedings. No trial date has been set. We believe
that Sterlings allegations are largely without merit and that the amount of
damages claimed is far in excess of the actual damages suffered by Sterling, if
any. We have accrued at March 31, 2003 our best estimate of costs related to
this action; however; any damages awarded against Impark Canada in excess of
this amount could have a material effect on our financial position and results
of operation.

Impark Canada commenced a lawsuit against the City of Calgary in Alberta,
Canada in the Queens Bench of Alberta on April 12, 2001. The City of Calgary
had earlier passed a business tax bylaw in 2001 imposing a revised method for
calculating the business tax payable by commercial parking lot operators in
that city. The new bylaw imposes a business tax on the basis of the square
footage of the premises leased or operated, as opposed to the historical method
of assessing business taxes on the basis of rent paid by the lessee. Impark
Canada is applying for a court ruling that the 2001 bylaw is void for vagueness
or that it is invalid because of its discriminatory effect. Impark Canada is
also appealing the increased business taxes through the government assessment
review process. We were unsuccessful in our first stage of appeal of the 2001
business taxes at the Calgary City Assessment Review Board (ARB) and again at
our second stage of appeal at the Alberta Municipal Government Board (MGB).
In February 2002, the City of Calgary passed a 2002 Business Tax Bylaw, which
approximately tripled the business tax for Impark operations in Calgary for the
2002 calendar year to approximately $1.0 million (C$1.4 million). We were
unsuccessful in our first stage of appeal of the 2002 business taxes at the
ARB, and appealed this decision to the MGB in November 2002. We are awaiting
the decision of the MGB. We have also amended our lawsuit against the City of
Calgary to include the 2002 assessment. The lawsuit is currently in pre-trial
proceedings and no trial date has been set. In February 2003, the City of
Calgary passed a 2003 Business Tax Bylaw, which imposed the same rate and
assessment method of business tax for Impark operations in Calgary for the 2003
calendar year as was used in 2002, at an amount of approximately $0.9 million
(C$1.3 million). We have filed an appeal of the 2003 business taxes with the
ARB, and intend to amend our lawsuit against the City of Calgary to include the
2003 assessment. We believe that the Citys 2001, 2002 and 2003 business tax
bylaws are void and invalid. If we are unsuccessful in appealing the tax
assessments, and if we are unsuccessful in our lawsuit against the City of
Calgary, then (a) we will not be entitled to the return of any portion of the
2001 business tax assessment, which we have already paid in 2001, (b) we will
be required to pay the full amount of the 2002 business tax assessment,
currently $1.0 million, for which we have fully accrued such amount at March
31, 2003; and (c) we will be required to pay the full amount of the 2003
business tax assessment, currently $0.9 million, for which we have accrued the
proportionate amount for the year at March 31, 2003.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

There were no matters submitted to a vote of security holders during the
quarter.

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ITEM 5. OTHER INFORMATION

The Annual Meeting of shareholders previously scheduled for Friday, May 16,
2003 will be postponed until June or the early summer of this year. A further
announcement will be made once a new date has been set.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



|(a) |  | List of Exhibits                                                                                                                                                                                                                                                                       
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Each exhibit listed below in the Index to Exhibits is filed as a part of this
report. Exhibits not incorporated by reference to a prior filing are
designated by an asterisk (*); all exhibits not so designated are
incorporated herein by reference to a prior filing as indicated.
|   

Index to Exhibits

|            |  |                                                                                                                                                                                                                                                                                                                                        
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                            
|            |  |                                                                                                                                                                                                                                                                                                                                        
|2.1         |  | Memorandum of Understanding regarding the Distribution between
First Union Real Estate Equity and Mortgage Investments (First
Union) and the Registrant (Incorporated by reference to Exhibit 2.1
to the Companys Registration Statement No. 001-15629 on Form 10/A as
filed on March 2, 2000).                                     
|            |  |                                                                                                                                                                                                                                                                                                                                        
|3.1         |  | Amended and Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.1 to the Companys
Registration Statement No. 001-15629 on Form 10/A as filed on March
2, 2000).                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                                                                        
|3.2         |  | Amended and Restated By-Laws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Companys Registration Statement No.
001-15629 on Form 10/A as filed on March 2, 2000).                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                                                        
|4.1         |  | Specimen certificate for shares of common stock of the
Registrant (Incorporated by reference to Exhibit 4.1 to the Companys
Registration Statement No. 001-15629 on Form 10/A as filed on March
2, 2000).                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                        
|10.1        |  | 2000 Stock Incentive Plan of the Registrant (Incorporated by
reference to Exhibit 10.1 to the Companys Registration Statement No.
001-15629 on Form 10/A as filed on March 2, 2000).                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                        
|10.2        |  | Indemnification Agreement (Incorporated by reference to Exhibit
10.4 to the Companys Registration Statement No. 001-15629 on Form
10/A as filed on March 2, 2000) and First Amendment to
Indemnification Agreement (Incorporated by reference to Exhibit 10.2
to the Companys Annual Report on Form 10-K as filed on March 26,
2002).
|            |  |                                                                                                                                                                                                                                                                                                                                        
|10.3        |  | Huntzinger Employment Agreement (Incorporated by reference to
Exhibit 10.6 to the Companys Registration Statement No. 001-15629 on
Form 10/A as filed on March 21, 2000).                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                        
|10.4        |  | Wallner Employment Agreement (Incorporated by reference to
Exhibit 10.7 to the Companys Registration Statement No. 001-15629 on
Form 10/A as filed on March 21, 2000).                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                                                        
|10.5        |  | Newsome Employment Agreement (Incorporated by reference to
Exhibit 10.5 to the Companys Annual Report on Form 10-K as filed on
March 27, 2003).                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                        
|10.6        |  | $20.0 million Credit Facility (Incorporated by reference to
Exhibit 10.10 to the Companys Annual Report on Form 10-K as filed on
March 28, 2001).                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                        
|10.7        |  | Restricted Stock Agreement for Annual Stock Grant to Directors
(Incorporated by reference to Exhibit 10.11 on the Companys
Quarterly Report on Form 10-Q as filed on November 13, 2001).                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                        
|10.8        |  | Amended and Restated Share Purchase Agreement between Imperial
Parking (U.S.), Inc. and the shareholders of DLC (Incorporated by
reference to Exhibit 2.1 to the Companys Current Report on Form 8-K
as filed on July 12, 2001).                                                                                                      
|            |  |                                                                                                                                                                                                                                                                                                                                        
|10.9        |  | Standstill Agreement between Gotham Partners and the Registrant
(incorporated by reference to Exhibit 99.2 to the Companys Current
Report on Form 8-K as filed on January 23, 2003).                                                                                                                                                  

16



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##### 



|            |  |                                                                                                                                                         
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                             
|            |  |                                                                                                                                                         
|10.10*      |  | Gottlin Employment Agreement (Attached herewith).                                                                                                       
|            |  |                                                                                                                                                         
|21.1        |  | Subsidiaries of the Registrant (Incorporated by reference to
Exhibit 21.1 to the Companys Quarterly Report on Form 10-Q as filed
on November 13, 2001).



|(b) |  | Reports on Form 8-K                                                                  
|--- |  | -------------------------------------------------------------------------------------
|   
|    |  | The following reports were filed on Form 8-K during the quarter ended
March 31, 2003.



| |  |  | January 24, 2003  Item 5. Other Events  Appointment of Special
Committee
| |  |  | --------------------------------------------------------------------------
|
| |  |  | February 3, 2003  Item 5. Other Events  Engagement of financial
advisor 

17



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##### 



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                  |  |                                                              
|----------------- |  | -------------------------------------------------------------
|                  |  | IMPERIAL PARKING CORPORATION                                 
|                  |  |                                                              
|Date: May 9, 2003 |  | /s/ J. Bruce Newsome                                         
|                  |  |                                                              
|                  |  | J. Bruce Newsome
Chief Financial Officer
(Authorized officer)

18



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##### 



CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, Charles Huntzinger, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Imperial Parking
Corporation;                                                                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                  |  |                                           
|----------------- |  | ------------------------------------------
|Date: May 9, 2003 |  | /s/ Charles Huntzinger                    
|                  |  |                                           
|                  |  | Charles Huntzinger
Chief Executive Officer

19



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##### 



CERTIFICATION PURSUANT TO SECTION 302(a)
OF THE SARBANES-OXLEY ACT OF 2002

I, J. Bruce Newsome, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Imperial Parking
Corporation;                                                                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                  |  |                                         
|----------------- |  | ----------------------------------------
|Date: May 9, 2003 |  | /s/ J. Bruce Newsome                    
|                  |  |                                         
|                  |  | J. Bruce Newsome
Chief Financial Officer

20