##### 



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

FORM 10-Q

| |  |                                                                                                                                  
| |  | ---------------------------------------------------------------------------------------------------------------------------------
| |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 2002
|
| |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934                                        
| |  | For The Transition Period From _________ to _________                                                                            

Commission File Number 1-15629

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

| |                                                                |                |                                      | 
| | -------------------------------------------------------------- | -------------- | ------------------------------------ | 
| | Delaware                                                       |                | 91-2161409                           | 
| |                                                                |                |                                      | 
| | (State or other jurisdiction of
incorporation or organization) |                | (I.R.S. Employer
Identification No.) | 
|
| | 601 West Cordova Street, Suite 300
Vancouver, BC Canada        |                | V6B 1G1                              | 
| |                                                                |                |                                      | 
| | (Address of principal executive offices)                       |                | (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 |  |  | No | 

The number of shares outstanding of each of the registrants classes of common
stock, as of May 10, 2002 was 1,819,765.

1



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INDEX
IMPERIAL PARKING CORPORATION

|           |                                                                                       |  |      |    | 
|---------- | ------------------------------------------------------------------------------------- |  | ---- | -- | 
|           |                                                                                       |  | Page
|           |                                                                                       |  |     
|          
|PART I     | FINANCIAL INFORMATION                                                                 |  |      |    | 
|          
|Item 1     | Financial Statements (Unaudited)                                                      |  |      |    | 
|           | Consolidated balance
sheets
-- March 31, 2002 and December 31, 2001                   |  |      | 3  | 
|           | Consolidated statements of
operations
-- three months ended March 31, 2002 and 2001   |  |      | 4  | 
|           | Consolidated statement of
stockholders' equity
-- three months ended March 31, 2002   |  |      | 5  | 
|           | Consolidated statements of
cash flows
-- three months ended March 31, 2002 and 2001   |  |      | 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 | 
|          
|PART II    | OTHER INFORMATION                                                                     |  |      |    | 
|          
|Item 1     | Legal Proceedings                                                                     |  |      | 15 | 
|          
|Item 4     | Submission of Matters to a Vote of Security Holders                                   |  |      | 16 | 
|          
|Item 6     | Exhibits and Reports on Form 8-K                                                      |  |      | 16 | 
|          
|Signatures |                                                                                       |  |      | 18 | 

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
|                                |                                                                                                                       |                                      |        |        |        | 2002        |        | 2001       
|                                |                                                                                                                       |                                      |        |        |        |             |        |            
|                                |                                                                                                                       |                                      |        |        |        | (Unaudited) |        |             |        | 
|                                |                                                                                                                       |                                      | ASSETS |        |        |             |        |             |        |  | 
|Current assets:                 |                                                                                                                       |                                      |        |        |        |             |        |            
|                                | Cash and cash equivalents                                                                                             |                                      | $      | 13,737 |        |             | $      | 10,991      |       
|                                | Accounts receivable                                                                                                   |                                      |        | 5,882  |        |             |        | 6,875       |       
|                                | Current portion of recoverable development costs                                                                      |                                      |        | 776    |        |             |        | 880         |       
|                                | Inventory                                                                                                             |                                      |        | 794    |        |             |        | 781         |       
|                                | Deposits and prepaid expenses                                                                                         |                                      |        | 1,063  |        |             |        | 1,135       |       
|                                | Deferred income taxes                                                                                                 |                                      |        | 2,402  |        |             |        | 2,412       |       
|                                |                                                                                                                       |                                      |        |        |        |             |        |            
|                                |                                                                                                                       | Total current assets                 |        |        | 24,654 |             |        |             | 23,074 | 
|Recoverable development costs   |                                                                                                                       |                                      | 4,375  |        |        |             | 3,940  |            
|Fixed assets                    |                                                                                                                       |                                      | 14,494 |        |        |             | 14,661 |            
|Management and lease agreements |                                                                                                                       |                                      | 1,031  |        |        |             | 336    |            
|Other assets                    |                                                                                                                       |                                      | 3,059  |        |        |             | 2,975  |            
|Goodwill                        |                                                                                                                       |                                      | 44,239 |        |        |             | 44,259 |            
|                                |                                                                                                                       |                                      |        |        |        |             |        |            
|                                |                                                                                                                       | $                                    | 91,852 |        |        | $           | 89,245 |            
|                                |                                                                                                                       |                                      |        |        |        |             |        |            
|                                |                                                                                                                       | LIABILITIES AND STOCKHOLDERS EQUITY |        |        |        |             |        |             |        | 
|Current liabilities:            |                                                                                                                       |                                      |        |        |        |             |        |            
|                                | Rents payable                                                                                                         |                                      | $      | 6,904  |        |             | $      | 7,288       |       
|                                | Trade accounts payable and other accrued liabilities                                                                  |                                      |        | 4,860  |        |             |        | 5,007       |       
|                                | Payable to employees and former employees                                                                             |                                      |        | 2,350  |        |             |        | 1,936       |       
|                                | Sales tax payable                                                                                                     |                                      |        | 1,365  |        |             |        | 1,367       |       
|                                | Bank indebtedness                                                                                                     |                                      |        | 3,802  |        |             |        | 3,900       |       
|                                | Current portion of other long-term liabilities                                                                        |                                      |        | 1,204  |        |             |        | 1,204       |       
|                                | Deferred revenue                                                                                                      |                                      |        | 4,760  |        |             |        | 2,081       |       
|                                |                                                                                                                       |                                      |        |        |        |             |        |            
|                                |                                                                                                                       | Total current liabilities            |        |        | 25,245 |             |        |             | 22,783 | 
|Other long-term liabilities     |                                                                                                                       |                                      | 4,926  |        |        |             | 4,921  |            
|Deferred income taxes           |                                                                                                                       |                                      | 3,435  |        |        |             | 3,280  |            
|                                |                                                                                                                       |                                      |        |        |        |             |        |            
|                                |                                                                                                                       | Total liabilities                    |        |        | 33,606 |             |        |             | 30,984 | 
|Stockholders equity:           |                                                                                                                       |                                      |        |        |        |             |        |            
|                                | Common stock, $.01 par value; 10,000,000 shares authorized
1,819,328 shares issued and outstanding (2001  1,818,017) |                                      |        | 18     |        |             |        | 18          |       
|                                | Additional paid-in capital                                                                                            |                                      |        | 60,830 |        |             |        | 60,718      |       
|                                | Retained earnings                                                                                                     |                                      |        | 2,122  |        |             |        | 2,183       |       
|                                | Accumulated other comprehensive loss
Foreign currency translation adjustment                                          |                                      |        | (4,724 | )      |             |        | (4,658      | )     
|                                |                                                                                                                       |                                      |        |        |        |             |        |            
|                                |                                                                                                                       | Total stockholders equity           |        |        | 58,246 |             |        |             | 58,261 | 
|                                |                                                                                                                       |                                      |        |        |        |             |        |            
|                                |                                                                                                                       | $                                    | 91,852 |        |        | $           | 89,245 |            
|                                |                                                                                                                       |                                      |        |        |        |             |        |            

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
|                                  |                   |                                                                  |        | 2002                        |       | 2001
|                                  |                   |                                                                  |        |                             |       |     
|Revenues                          |                   | $                                                                | 24,809 |                             |       | $    | 18,060 |      
|Direct costs                      |                   |                                                                  | 20,035 |                             |       |      | 14,227 |      
|                                  |                   |                                                                  |        |                             |       |      |        |      
|Gross margin                      |                   |                                                                  | 4,774  |                             |       |      | 3,833  |      
|Other operating expenses:         |                   |                                                                  |        |                             |       |      |        |      
|                                  |                   | General and administrative                                       |        |                             | 3,951 |      |        |       | 3,186 | 
|                                  |                   | Depreciation and amortization of
management and lease agreements |        |                             | 564   |      |        |       | 535   | 
|                                  |                   | Amortization of goodwill                                         |        |                             |      |      |        |       | 559   | 
|                                  |                   | Equity share of limited liability
company losses                 |        |                             | 16    |      |        |       | 50    | 
|                                  |                   |                                                                  |        |                             |       |      |        |      
|Total other operating expenses    |                   |                                                                  | 4,531  |                             |       |      | 4,330  |      
|                                  |                   |                                                                  |        |                             |       |      |        |      
|Operating income (loss)           |                   |                                                                  | 243    |                             |       |      | (497   | )    
|Other income (expenses):          |                   |                                                                  |        |                             |       |      |        |      
|                                  |                   | Interest income                                                  |        |                             | 85    |      |        |       | 146   | 
|                                  |                   | Interest expense                                                 |        |                             | (115  | )    |        |       |      | 
|                                  |                   |                                                                  |        |                             |       |      |        |      
|Other income (expense), net       |                   |                                                                  | (30    | )                           |       |      | 146    |      
|                                  |                   |                                                                  |        |                             |       |      |        |      
|Income (loss) before income taxes |                   |                                                                  | 213    |                             |       |      | (351   | )    
|Income tax expense                |                   |                                                                  |        |                             |       |      |        |      
|                                  |                   | Current                                                          |        |                             | 111   |      |        |       | 25    | 
|                                  |                   | Deferred                                                         |        |                             | 163   |      |        |       |      | 
|                                  |                   |                                                                  |        |                             |       |      |        |      
|                                  |                   |                                                                  | 274    |                             |       |      | 25     |      
|                                  |                   |                                                                  |        |                             |       |      |        |      
|Loss for the period               |                   | $                                                                | (61    | )                           |       | $    | (376   | )    
|                                  |                   |                                                                  |        |                             |       |      |        |      
|Loss per share:                   |                   |                                                                  |        |                             |       |      |        |      
|                                  | Basic and diluted |                                                                  | $      | (0.03                       | )     |      | $      | (0.21 | )    
|                                  |                   |                                                                  |        |                             |       |      |        |      

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 |  | loss         
|                                                 
|Balance, December 31, 2001                        |  |              | 1,818,017 |            |  | $        | 18 |             |  | $          | 60,718 |       |  | $             | 2,183 |   |  | $       | (4,658 | ) |  | $ | 58,261 |   |  |   |     |  
|Loss for the period                               |  |              |          |            |  |          |   |             |  |            |       |       |  |               | (61   | ) |  |         |       |   |  |   | (61    | ) |  |   | (61 | )
|Foreign currency translation adjustment in period |  |              |          |            |  |          |   |             |  |            |       |       |  |               |      |   |  |         | (66    | ) |  |   | (66    | ) |  |   | (66 | )
|Stock based compensation                          |  |              |          |            |  |          |   |             |  |            | 90     |       |  |               |      |   |  |         |       |   |  |   | 90     |   |  |   | 90  |  
|Options exercised                                 |  |              | 1,311     |            |  |          |   |             |  |            | 22     |       |  |               |      |   |  |         |       |   |  |   | 22     |   |  |   |     |  
|                                                 
|Total stockholders equity at March 31, 2002      |  |              | 1,819,328 |            |  | $        | 18 |             |  | $          | 60,830 |       |  | $             | 2,122 |   |  | $       | (4,724 | ) |  | $ | 58,246 |   |  |   |     |  
|                                                 
|Comprehensive loss                                |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |   |  |         |        |   |  |   |        |   |  | $ | (37 | )
|                                                 

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
|                                                                                       |                                                                    |                             |                                                      |      |     
|                                                                                       |                                                                    |                             |                                                      |      | 2002 |        | 2001  
|                                                                                       |                                                                    |                             |                                                      |      |      |        |       
|Cash flows from operating activities:                                                  |                                                                    |                             |                                                      |      |      |        |        |     
|Loss for the period                                                                    |                                                                    |                             | (61                                                  | )    |      |        | (376   | )   
|Adjustments to reconcile loss for the period to cash provided by operating activities: |                                                                    |                             |                                                      |      |      |        |        |     
|                                                                                       | Depreciation and amortization of management and lease agreements   |                             |                                                      | 564  |      |        |        | 535  |  
|                                                                                       | Amortization of goodwill                                           |                             |                                                      |     |      |        |        | 559  |  
|                                                                                       | Recovery of recoverable development costs                          |                             |                                                      | 239  |      |        |        | 269  |  
|                                                                                       | Equity share of limited liability company losses                   |                             |                                                      | 16   |      |        |        | 50   |  
|                                                                                       | Stock-based compensation                                           |                             |                                                      | 90   |      |        |        | 171  |  
|                                                                                       | Non-cash interest expense                                          |                             |                                                      | 77   |      |        |        |     |  
|                                                                                       | Deferred income taxes                                              |                             |                                                      | 163  |      |        |        |     |  
|                                                                                       | Changes in non-cash working capital items, excluding acquisitions: |                             |                                                      |      |      |        |        |      |  
|                                                                                       |                                                                    |                             | Restricted cash                                      |      |      |       |        |      |   | 88    |  
|                                                                                       |                                                                    |                             | Accounts receivable                                  |      |      | 989    |        |      |   | 21    |  
|                                                                                       |                                                                    |                             | Inventory                                            |      |      | (13    | )      |      |   | (48   | )
|                                                                                       |                                                                    |                             | Deposits and prepaid expenses                        |      |      | 73     |        |      |   | 134   |  
|                                                                                       |                                                                    |                             | Rents payable                                        |      |      | (380   | )      |      |   | 1,533 |  
|                                                                                       |                                                                    |                             | Trade accounts payable and other accrued liabilities |      |      | (635   | )      |      |   | (122  | )
|                                                                                       |                                                                    |                             | Payable to employees and former employees            |      |      | 414    |        |      |   | 3     |  
|                                                                                       |                                                                    |                             | Sales tax payable                                    |      |      | (2     | )      |      |   | 109   |  
|                                                                                       |                                                                    |                             | Deferred revenue                                     |      |      | 2,679  |        |      |   | 3,579 |  
|                                                                                       |                                                                    |                             |                                                      |      |      |        |        |     
|                                                                                       |                                                                    |                             | Net cash provided by operating activities            |      |      | 4,213  |        |      |   | 6,505 |  
|                                                                                       |                                                                    |                             |                                                      |      |      |        |        |     
|Cash flows from investing activities:                                                  |                                                                    |                             |                                                      |      |      |        |        |     
|                                                                                       | Purchase of fixed assets                                           |                             |                                                      | (362 | )    |        |        | (483 | )
|                                                                                       | Increase in recoverable development costs                          |                             |                                                      | (71  | )    |        |        | (79  | )
|                                                                                       | Increase in other assets                                           |                             |                                                      | (133 | )    |        |        | (107 | )
|                                                                                       | Acquisition of management and lease agreements                     |                             |                                                      | (741 | )    |        |        |     |  
|                                                                                       |                                                                    |                             |                                                      |      |      |        |        |     
|                                                                                       |                                                                    |                             | Net cash used in investing activities                |      |      | (1,307 | )      |      |   | (669  | )
|                                                                                       |                                                                    |                             |                                                      |      |      |        |        |     
|Cash flows from financing activities:                                                  |                                                                    |                             |                                                      |      |      |        |        |     
|                                                                                       | Purchase of common shares                                          |                             |                                                      |     |      |        |        | (543 | )
|                                                                                       | Exercise of stock options                                          |                             |                                                      | 22   |      |        |        |     |  
|                                                                                       | Change in other liabilities                                        |                             |                                                      | (76  | )    |        |        | (19  | )
|                                                                                       | Repayment of bank indebtedness                                     |                             |                                                      | (98  | )    |        |        |     |  
|                                                                                       |                                                                    |                             |                                                      |      |      |        |        |     
|                                                                                       |                                                                    |                             | Net cash used in financing activities                |      |      | (152   | )      |      |   | (562  | )
|                                                                                       |                                                                    |                             |                                                      |      |      |        |        |     
|Effect of exchange rate changes on cash and cash equivalents                           |                                                                    |                             | (8                                                   | )    |      |        | (410   | )   
|                                                                                       |                                                                    |                             |                                                      |      |      |        |        |     
|Increase in cash and cash equivalents                                                  |                                                                    |                             | 2,746                                                |      |      |        | 4,864  |     
|Cash and cash equivalents, beginning of period                                         |                                                                    |                             | 10,991                                               |      |      |        | 5,615  |     
|                                                                                       |                                                                    |                             |                                                      |      |      |        |        |     
|Cash and cash equivalents, end of period                                               |                                                                    | $                           | 13,737                                               |      |      | $      | 10,479 |     
|                                                                                       |                                                                    |                             |                                                      |      |      |        |        |     
|Supplementary information:                                                             |                                                                    |                             |                                                      |      |      |        |        |     
|                                                                                       | Interest paid                                                      |                             | $                                                    | 37   |      |        |        |     |  
|                                                                                       | Income taxes paid                                                  |                             | $                                                    | 122  |      |        | $      | 25   |  

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, 2002, 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, 2001. Except as
indicated below, 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, 2002 are not necessarily
indicative of the results that may by expected for the fiscal year ending
December 31, 2002.

Effective January 1, 2002, the Company adopted the recommendations of the
Financial Accounting Statement No.142, Goodwill and Other Intangible Assets
(notes 3 and 4).



|2. |  | EARNINGS PER SHARE
|-- |  | ------------------

Basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for
the period. Diluted earnings per share reflects the potential dilution that
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 earnings of Impark.

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

|                       |                                  |   |                             |     |         |  |           |       |           |   |          |       |           |   |      |      |      |  |       |       |  |   |       |       |  
|---------------------- | -------------------------------- | - | --------------------------- | --- | ------- |  | --------- | ----- | --------- | - | -------- | ----- | --------- | - | ---- | ---- | ---- |  | ----- | ----- |  | - | ----- | ----- | -
|                       |                                  |   | Three Months Ended March 31
|                       |                                  |   |                            
|                       |                                  |   |                             |     |         |  | 2002      |       |           |   |          |       |           |   |      |      | 2001 |  |       |       | 
|                       |                                  |   |                             |     |        
|                       |                                  |   | Income                      |     | Common  |  | Per Share |       | Income    |   | Common   |       | Per Share
|                       |                                  |   | available                   |     | shares  |  | amount    |       | available |   | shares   |       | amount   
|                       |                                  |   | ($000's)                    |     | (000's) |  |           |       |           |   | ($000's) |       | (000's)   |   |      |      |     
|                      
|Basic loss per share   |                                  |   |                             |     |         |  |           |       |           |   |          |       |           |   |      |      |      |  |       |       |  |   |       |      
|                       | Loss for the period              |   | $                           | (61 | )       |  |           | 1,819 |           |   | $        | (0.03 | )         |   | $    | (376 | )    |  |       | 1,822 |  |   | $     | (0.21 | )
|                       | Effect of dilutive stock options |   |                             |    |         |  |           |      |           |   |          |      |           |   |      |     |      |  |       |      |  |   |       |      |  
|                      
|Diluted loss per share |                                  | $ | (61                         | )   |         |  | 1,819     |       |           | $ | (0.03    | )     |           | $ | (376 | )    |      |  | 1,822 |       |  | $ | (0.21 | )    
|                      

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



|3. |  | GOODWILL
|-- |  | --------

In June 2001, the FASB issued SFAS No.141, Business Combinations, and SFAS
No.142 , Goodwill and Other Intangible Assets. SFAS No.141 specifies criteria
that intangible assets acquired in a business combination must meet to be
recognized and reported separately from goodwill. SFAS No.142 requires, in
part, that recorded goodwill be tested at least annually for impairment rather
than being amortized over the estimated useful life of the underlying business.
The Company adopted the provisions of SFAS No.141 as of July 1, 2001, and SFAS
No.142 is effective January 1, 2002. Goodwill acquired in a purchase business
combination completed after June 30, 2001, but before SFAS No.142 was adopted
in full, was not amortized. Goodwill acquired in business combinations
completed before July 1, 2001 continued

7



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##### 



to be amortized and tested for impairment prior to the full adoption of SFAS
No.142. Accordingly, amortization of goodwill ceased as of January 1, 2002.
Upon adoption of SFAS No.142, the Company evaluated its existing intangible
assets and goodwill that were acquired in purchase business combinations, and
considered whether any necessary reclassifications were required in order to
conform with the new classification criteria in SFAS No.141 for recognition
separate from goodwill. No such reclassifications were required.

In connection with the transitional goodwill impairment evaluation, SFAS No.142
requires the Company to perform an assessment of whether there is an indication
that goodwill is impaired as of the date of adoption. To accomplish this the
Company must identify its reporting units and determine the carrying value of
each reporting unit by assigning the assets and liabilities, including the
existing goodwill and intangible assets, to those reporting units as of the
date of adoption. As a result of this process, the Company has identified
reporting units by geographical operations for Canada and the United States.
Within the United States, separate reporting units have been identified based
on operational characteristics and, as they are one level below an operating
segment, discrete financial information exists and segment management directly
reviews these units. The Company is currently determining the fair value of its
reporting units. The Company has up to six months from the date of adoption to
determine the fair value of each reporting unit and compare it to the reporting
units carrying amount. To the extent a reporting units carrying amount
exceeds its fair value, an indication exists that the reporting units goodwill
may be impaired and the Company must perform the second step of the
transitional impairment test. In the second step, the Company must compare the
implied fair value of the reporting units goodwill, determined by allocating
the reporting units fair value to all of its assets (recognized and
unrecognized) and liabilities in a manner similar to a purchase price
allocation in accordance with SFAS No.141, to its carrying amount, both of
which would be measured as of the date of adoption. This second step is
required to be completed as soon as possible, but no later than the end of the
year of adoption. Any transitional impairment loss will be recognized as a
cumulative effect of a change in accounting principle in the Companys
statement of earnings.

As of March 31, 2002, the Companys unamortized goodwill amounted to $44.2
million, which was subject to the transition provisions of SFAS No.142. While
the Company has not determined whether or not there is a transitional
impairment loss, the effects of adoption of SFAS No.142 from the cessation of
goodwill amortization on results of operations for the three months ended March
31, 2002 and 2001 are as follows (in thousands, except per share data):

|                                      |                                      |   |                             |       |      |   |      |       |  
|------------------------------------- | ------------------------------------ | - | --------------------------- | ----- | ---- | - | ---- | ----- | -
|                                      |                                      |   | Three Months Ended March 31
|                                      |                                      |   |                            
|                                      |                                      |   | 2002                        |       | 2001
|                                      |                                      |   |                            
|Reported loss for the period          |                                      | $ | (61                         | )     |      | $ | (376 | )    
|Add back: Goodwill amortization       |                                      |   |                            |       |      |   | 559  |      
|                                      |                                      |   |                            
|Adjusted net income (loss)            |                                      | $ | (61                         | )     |      | $ | 183  |      
|                                      |                                      |   |                            
|Basic and diluted earnings per share: |                                      |   |                             |       |      |   |      |      
|                                      | Reported loss for the period         |   | $                           | (0.03 | )    |   | $    | (0.21 | )
|                                      | Goodwill amortization                |   |                             |      |      |   |      | 0.31  |  
|                                      |                                      |   |                            
|                                      | Adjusted net income (loss) per share |   | $                           | (0.03 | )    |   | $    | 0.10  |  
|                                      |                                      |   |                            

8



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The changes in the carrying amount of goodwill for the three months ended March
31, 2002 is as follows:

|                                 |  |        |        |      |  |       |       |  |  |   |        |  
|-------------------------------- |  | ------ | ------ | ---- |  | ----- | ----- |  |  | - | ------ | -
|                                 |  | Canada |        | U.S. |  | Total
|                                 |  |        |        |      |  |      
|Balances as at December 31, 2001 |  | $      | 35,591 |      |  | $     | 8,668 |  |  | $ | 44,259 |  
|Effect of foreign currency       |  |        | (20    | )    |  |       |      |  |  |   | (20    | )
|                                 |  |        |        |      |  |       |       |  |  |   |        |  
|Goodwill as at March 31, 2002    |  | $      | 35,571 |      |  | $     | 8,668 |  |  | $ | 44,239 |  
|                                 |  |        |        |      |  |       |       |  |  |   |        |  



|4. |  | 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. When an intangible asset is
determined to have an indefinite useful life, it should not be amortized until
its life is determined to be no longer indefinite. As the agreements have
limited terms and the Company has no indefinite intangible assets, the adoption
of SFAS 142 had no impact on the accounting for management and lease
agreements.

|                         |  |                |       |                   |  |   |       |  
|------------------------ |  | -------------- | ----- | ----------------- |  | - | ----- | -
|                         |  | March 31, 2002 |       | December 31, 2001
|                         |  |                |       |                  
|Cost                     |  | $              | 1,881 |                   |  | $ | 1,140 |  
|Accumulated amortization |  |                | (850  | )                 |  |   | (804  | )
|                         |  |                |       |                   |  |   |       |  
|                         |  | $              | 1,031 |                   |  | $ | 336   |  
|                         |  |                |       |                   |  |   |       |  



|5. |  | BUSINESS SEGMENTS
|-- |  | -----------------

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

|                              |  |                             |        |      |  |       |        |        |  |      |        |       |  |   |        |  |  |   |        |   |  |   |        |  
|----------------------------- |  | --------------------------- | ------ | ---- |  | ----- | ------ | ------ |  | ---- | ------ | ----- |  | - | ------ |  |  | - | ------ | - |  | - | ------ | -
|                              |  | Three Months Ended March 31
|                              |  |                            
|                              |  | 2002                        |        | 2001
|                              |  |                             |        |     
|                              |  | Canada                      |        | U.S. |  | Total |        | Canada |  | U.S. |        | Total
|                              |  |                             |        |      |  |       |        |        |  |      |        |      
|Revenue                       |  | $                           | 12,603 |      |  | $     | 12,206 |        |  | $    | 24,809 |       |  | $ | 13,179 |  |  | $ | 4,881  |   |  | $ | 18,060 |  
|Depreciation and amortization |  |                             | 297    |      |  |       | 267    |        |  |      | 564    |       |  |   | 919    |  |  |   | 175    |   |  |   | 1,094  |  
|Operating income (loss)       |  |                             | 1,403  |      |  |       | (1,160 | )      |  |      | 243    |       |  |   | 834    |  |  |   | (1,331 | ) |  |   | (497   | )
|Income tax expense (recovery) |  |                             | 518    |      |  |       | (244   | )      |  |      | 274    |       |  |   | 21     |  |  |   | 4      |   |  |   | 25     |  
|Long-lived assets             |  |                             | 49,597 |      |  |       | 13,226 |        |  |      | 62,823 |       |  |   | 49,764 |  |  |   | 5,784  |   |  |   | 55,548 |  
|Total assets                  |  |                             | 61,980 |      |  |       | 29,872 |        |  |      | 91,852 |       |  |   | 62,057 |  |  |   | 18,556 |   |  |   | 80,613 |  

9



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|6. |  | SUBSEQUENT EVENT
|-- |  | ----------------

In April 2002, the Company reached a settlement with the contractor regarding
the final development costs for the parking facilities operated by the Company
around the San Francisco Giants baseball stadium. Under the agreement the
Company has paid the contractor $1.4 million and a further amount, not to
exceed $150,000, is payable once claims are settled with a sub-contractor. The
settlement was fully provided for in the March 31, 2002 consolidated financial
statements. The settlement has also resulted in the cancellation of a letter of
credit for $2.3 million issued by the Company. The Company is entitled to
recover a portion of the final development costs from the San Francisco Giants.



|7. |  | CONTINGENCIES
|-- |  | -------------

The Company is the defendant in a lawsuit filed by Sterling Parking Ltd.
(Sterling) in April 2001. Sterling is claiming damages of $7.3 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, and does not expect the outcome of the
lawsuit to have a material impact on its 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 $0.9 million (Canadian $1.5
million). The Company is appealing the assessment through the assessment review
process and also applying for a court ruling that the bylaw is 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 assessment. The Company has
recorded in these financial statements its best estimate of the amount
eventually payable. Payment of the full amount would have a material impact on
the Companys results of operations.



|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, 2001. 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, 2001 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;                                                                                        

10



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##### 





| |  | 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 operators;                                                                                                                                                                                                                                                      
| 
| |  | global and/or regional economic factors;                                                                                                                                                                                                                                                                                                                                              
| 
| |  | 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
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, and
recoverable development costs. 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.

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:

|        |  |                             |        |              |  |         |       |              |  |   |        |  |  |  |       | 
|------- |  | --------------------------- | ------ | ------------ |  | ------- | ----- | ------------ |  | - | ------ |  |  |  | ----- | 
|        |  | Three Months Ended March 31
|        |  |                            
|        |  | 2002                        |        | 2001        
|        |  |                             |        |             
|        |  | Revenue                     |        | # locations1 |  | Revenue |       | # locations1
|        |  |                             |        |              |  |         |       |             
|Leased  |  | $                           | 19,199 |              |  |         | 558   |              |  | $ | 15,498 |  |  |  | 517   | 
|Managed |  |                             | 5,197  |              |  |         | 1,040 |              |  |   | 2,137  |  |  |  | 953   | 
|Owned   |  |                             | 413    |              |  |         | 15    |              |  |   | 425    |  |  |  | 15    | 
|        |  |                             |        |              |  |         |       |              |  |   |        |  |  |  |       | 
|        |  | $                           | 24,809 |              |  |         | 1,613 |              |  | $ | 18,060 |  |  |  | 1,485 | 
|        |  |                             |        |              |  |         |       |              |  |   |        |  |  |  |       | 

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

Total revenues for the first quarter of fiscal 2002 increased $6.7 million, or
37.4%, to $24.8 million from $18.1 million for the first quarter of fiscal
2001. The increase was due largely to an increase in revenue on leased
facilities in the U.S., and includes the results for DLC Management Group,
Inc. (DLC), which was acquired effective July 1, 2001.

Revenues from leased facilities for the first quarter of fiscal 2002 increased
to $19.2 million from $15.5 million in the first quarter of fiscal 2001, an
increase of $3.7 million or 23.9%. There was an increase of $4.1 million in
the United States as



---

|1 |  | as at March 31
|- |  | --------------

11



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##### 



a result of starting operations in Atlanta (August 2001) and Chicago (November
2001) and the acquisition of DLC in Philadelphia (July 2001). This was offset
by a $0.4 million decrease in leased revenue in Canada substantially due to a
decline in the value of the Canadian dollar from an average rate for the first
quarter of fiscal 2001 of C$1.53 (= US$1.00) to C$1.59 for the first quarter of
2002 on consistent Canadian dollar revenues.

Management contract revenues for the first quarter of fiscal 2002 increased by
$3.1 million, or 143.2%, to $5.2 million from $2.1 million for the first
quarter of fiscal 2001. This was principally due to the acquisition of DLC in
July 2001.

Direct costs in the first quarter of 2002 increased to $20.0 million from $14.2
million in the first quarter of 2001, an increase of $5.8 million, or 40.8%.
Of this increase, $2.5 million was attributable to higher rent expense and $3.3
million to other directs costs. Rent expense increased $2.5 million, or 25.5%,
from $10.2 million for the first quarter of 2001 to $12.7 million for the first
quarter of 2002. Rent as a percentage of leased revenues, increased to 66.1%
in the first quarter of 2002 from 65.8% in the same quarter of 2001. The
increase is due to many of the leases in the U.S. being in the first or second
year of their terms. As we continue to operate these leased facilities, we
would expect growth in revenue to exceed any growth in rent and, therefore,
rent as a percentage of revenues would decline. The increase in other direct
costs of $3.3 million, or 82.5%, from $4.0 million to $7.3 million, is due to
the acquisition of DLC and the increase in revenues. Direct costs as a
percentage of revenues increased to 80.8% in the first quarter of fiscal 2002
from 78.8% in the first quarter of fiscal 2001.

General and administrative expenses increased $0.8 million or 24.0% from $3.2
million for the first quarter of fiscal 2001 to $4.0 million for the first
quarter of fiscal 2002. The increase in general and administrative expenses is
due, in large part, to the acquisition of DLC, which added $0.7 million of
general and administrative expenses, and due to continued expansion in the
United States. General and administrative expenses, as a percentage of total
revenues decreased to 15.9% for the first quarter of fiscal 2002 compared to
17.6% for the first quarter of fiscal 2001.

There was no amortization of goodwill in the first quarter of fiscal 2002,
compared to $0.6 million for the first quarter of fiscal 2001. This is a
result of adopting Financial Accounting Statement No. 142, which does not
permit amortization of goodwill, but requires goodwill to be reviewed annually
for any impairment in value. On adopting SFAS No. 142, an initial test for
impairment in the book value of goodwill is required as at the date of
adoption, January 1, 2002. We are in the process of determining the fair value
of each of our reporting units and comparing that to their carrying values. We
will have completed this step by June 30, 2002. To the extent that a reporting
units carrying amount exceeds its fair value, an indication exists that the
reporting units goodwill may be impaired and we must perform the second step
of the transitional impairment test. In the second step, we must compare the
implied fair value of the reporting units goodwill, determined by allocating
the reporting units fair value to all of its assets (recognized and
unrecognized) and liabilities in a manner similar to a purchase price
allocation in accordance with SFAS No. 141, to its carrying amount, both of
which would be measured as of January 1, 2002. This second step is required to
be completed as soon as possible, but no later than December 31, 2002. Any
transitional impairment loss will be recognized as a cumulative effect of a
change in accounting principle in the Companys statement of earnings.

Interest income decreased $0.1 million from $0.2 million for the first quarter
of fiscal 2001 to $0.1 million for the first quarter of fiscal 2002 due to
lower prevailing interest rates. Interest expense of $0.1 million was incurred
in the first quarter of fiscal 2002 on the bank and other indebtedness to
finance the DLC acquisition.

Income tax expense for fiscal 2002 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 2002. The effect of offsetting
losses in the U.S. at lower tax rates against profits in Canada at higher tax
rates is to increase the effective tax rate for accounting purposes to 77% for
deferred taxes on a consolidated basis for the first three months of fiscal
2002. There was no corresponding deferred tax expense in fiscal 2001, as we
had not then recognized the Canadian tax losses for accounting purposes.

The loss for the first quarter of 2002 was $0.1 million  a decrease of $0.3
million from the first quarter loss in 2001 of $0.4 million. This decrease is
primarily due to higher gross margin of $0.9 million and elimination of
goodwill amortization of $0.6 million; offset by higher general and
administrative expenses of $0.8 million; an increase in net interest expense of
$0.2 million and higher income tax expense of $0.2 million.

12



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##### 



LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2002, we had cash and cash equivalents of $13.7 million. This
represents an increase of $2.7 million for the first quarter of fiscal 2002
from the balance at December 31, 2001. The increase resulted from $4.2 million
of cash generated from operations, offset by $1.3 million used in investing
activities and $0.2 million used in financing activities.

The cash generated from operations for the first quarter of fiscal 2002 was
$4.2 million compared to $6.5 million for the first quarter of fiscal 2001. The
decrease of $2.3 million was largely due to changes in working capital items.
Deferred revenue, which comprises parking revenue of season ticket holders
received from the Giants and prepayment of monthly parking for April, was lower
at March 31, 2002 than in 2001 due to receipts for season tickets sales being
$0.3 million lower and due to fewer business days in March to pursue monthly
parking payments as the Easter holiday weekend fell on the month-end. We
expect that cash from these sources will be realized in April bringing
year-to-date levels of cash from deferred revenue consistent with 2001.
Another impact on working capital was related to the cash we collect and hold
on management contracts. We typically remit this to landlords in the month
following that in which we receive it. March 2001 was a particularly strong
revenue month for management accounts with special events in Vancouver, BC and
a transit strike in Calgary, Alberta. We also lost management contracts in
Toronto, Ontario and Calgary, Alberta during the first quarter of 2002, which,
although they had a minimal impact on earnings, resulted in one-time cash
outflows of $0.3 million from remitting the receipts from the final month of
operation to the landlords.

The cash used in investing activities during the first quarter of fiscal 2002
included $0.7 million used to acquire the rights to a parking lot lease and two
management agreements in New York City, NY.

In April 2002, we reached a settlement with the contractor of the San Francisco
Giants development regarding final costs. Under the settlement we are required
to pay the contractor $1.4 million and, based on settling claims with a
sub-contractor, a further amount of up to, but not exceeding, $150,000. We
paid the settlement on May 1, 2002 from cash balances on hand. The settlement
also provides for the cancellation of a $2.3 million letter of credit
outstanding at March 31, 2002. This settlement was fully provided for in the
March 31, 2002 consolidated financial statements.

At March 31, 2002 we had $3.8 million of bank debt outstanding. After
borrowing these funds and using $3.2 million for outstanding letters of credit,
we have $13.0 million remaining of a $20.0 million credit facility with HSBC
Canada to fund working capital requirements, acquisitions and other capital
investment opportunities. The cancellation of the letter of credit on
settlement with the contractor mentioned above, will increase the amount
available under the credit facility by $2.3 million.

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.



|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. Changes in interest rates could
impact the Companys anticipated interest income.

13



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##### 



Foreign Currency Exposure

We operate wholly owned subsidiaries in Canada. Total revenues from Canadian
operations amounted to $12.6 million and $13.2 million for the three months
ended March 31, 2002 and 2001, 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 limited as
the Canadian dollar revenues have to date been significantly offset by Canadian
dollar operating costs. In limited circumstances we have denominated Canadian
contracts in U.S. dollars to limit currency exposure. 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.

14



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PART II  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

LITIGATION

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, and The Weitz Company and Weitz
Golf Construction, Inc. in San Francisco, California described below, there is
no legal proceeding to which we are a party which, if decided adversely could
materially harm our 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 judgements, settlements or costs) will not
have a material adverse effect on our financial condition, liquidity or results
of operations. With the exception of the settlement of the lawsuit regarding
the development of the Pacific Bell Park parking lots, there has been no
material change in the status of the litigation described below since our
annual report on Form 10-K.

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 may materially impact our results.

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 June 11, 1999. It 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. First Union 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.

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 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 $7.3 million (C$11.6
million). 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, 2002 our best
estimate of costs related to this action and believe that any damages awarded
against Impark Canada will not have a material effect on our results.

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 at the
Calgary City Assessment Review Board, and are presently appealing this decision
at the Alberta Municipal Government Board. In February 2002, the City of
Calgary passed a 2002 Business Tax Bylaw, which approximately

15



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tripled the business tax for Impark operations in Calgary for the 2002 calendar
year to approximately $0.9 million (C$1.5 million). We intend to appeal the
2002 assessment through the assessment review process, and also to amend our
lawsuit against the City of Calgary to include the 2002 assessment. We believe
that both the Citys 2001 and 2002 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 we will not be
entitled to the return of any portion of the 2001 business tax assessment,
which we have already paid in 2001, and we will be required to pay the full
amount of the 2002 business tax assessment, currently $0.9 million, for which
we have partially accrued such amount at March 31, 2002 but the entire payment
of which would materially impact our results.

On September 26, 2000, a lawsuit was filed by Ghilotti Brothers Construction
Inc. (Ghilotti) in the Superior Court of California against Imperial Parking
(U.S.), Inc. (a subsidiary of the Company and herein Impark U.S.), Weitz Golf
Construction Inc. and the surety (the Ghilotti Lawsuit). The lawsuit alleges
that Ghilotti incurred cost overruns of approximately $610,000 relating to the
construction of the Pacific Bell Park parking lots in San Francisco in the
winter and spring of 2000. On August 2, 2001, a separate and related lawsuit
was filed in the Superior Court of California by Weitz Golf Construction, Inc.
and The Weitz Company (collectively Weitz) against Impark U.S. and the surety
(the Weitz Lawsuit). Weitz and Impark U.S. had entered into contracts in
November 1998 relating to the demolition and construction of the Pacific Bell
Park parking lots. Weitz was the general contractor and Ghilotti was a
subcontractor. Weitz alleges that it incurred cost overruns related to both the
demolition and construction, and that it also suffered damages from the release
of certain mechanics liens that it had filed against the parking lots. Weitz
claims damages in the aggregate of $3.2 million, which amount includes the
amounts claimed by Ghilotti against Weitz and Impark U.S. in the Ghilotti
Lawsuit. Both the Weitz Lawsuit and the Ghilotti Lawsuit have been stayed,
pending final and binding arbitration involving all parties. On April 17, 2002,
Impark U.S. entered into an agreement with Weitz to settle the Weitz Lawsuit.
The material terms of the settlement agreement are that: (a) Impark U.S. has
paid $1.4 million to Weitz on May 1, 2002, (b) Weitz will be solely responsible
for resolving the Ghilotti Lawsuit, and Impark U.S. will reimburse Weitz up to
$150,000 of the amounts paid by Weitz in connection with the final settlement
or resolution of such lawsuit, based on a specified formula; (c) Weitz has
discontinued the Weitz Lawsuit. Further, we sublease the parking lots from
the China Basin Ballpark Company LLC (CBBC), pursuant to which CBBC is
required to share in any cost overruns. We anticipate that a substantial amount
of the amounts paid by Impark U.S. to Weitz in connection with the settlement
agreement will be reimbursed to Impark U.S. by CBBC.



|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 ended March 31, 2002.



|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               |  | Form of 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).

16



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##### 





|    | 3.1                                                                                       |  | Form of 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                                                                                       |  | Form of 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                                                                                      |  | Form of 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                                                                                      |  | Form of 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                                                                                      |  | Form of 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                                                                                      |  | Form of 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 10.8 to the Companys Registration Statement No. 001-15629 on
Form 10/A as filed on March 2, 2000).                                                                                                                                                                         
|   
|    | 10.6                                                                                      |  | Form of $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).                                                                                                              
|   
|    | 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 Company did not file any reports on Form 8-K during the quarter ended
March 31, 2002.

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 10, 2002 |  | By: /s/ J. Bruce Newsome

J. Bruce Newsome
Chief Financial Officer

18