##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

| |   |                                                                                                                                                      | 
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended June 30, 2003                    
|
| | o | 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

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(Exact name of registrant as specified in its charter)


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



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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. Yesx      No o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yeso      No x

The number of shares outstanding of the registrants common stock, as of August 1, 2003, was 1,824,639.





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##### 



INDEX
IMPERIAL PARKING CORPORATION

|                                                                                              |                                                                                           |  |      |   | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- |  | ---- | - | 
|                                                                                              |                                                                                           |  | Page
|                                                                                              |                                                                                           |  |     
|PART I. FINANCIAL INFORMATION                                                                 |                                                                                           |  |      |  
|Item 1. Financial Statements (Unaudited)                                                      |                                                                                           |  | 3    |  
|                                                                                              | Consolidated balance sheets
 June 30, 2003 and December 31, 2002                         |  |      | 3 | 
|                                                                                              | Consolidated statements of operations
 three and six months ended June 30, 2003 and 2002 |  |      | 4 | 
|                                                                                              | Consolidated statement of stockholders equity
 six months ended June 30, 2003           |  |      | 5 | 
|                                                                                              | Consolidated statements of cash flows
 six months ended June 30, 2003 and 2002           |  |      | 6 | 
|                                                                                              | Notes to consolidated financial statements                                                |  |      | 7 | 
|Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                           |  | 11   |  
|Item 3. Quantitative and Qualitative Disclosure about Market Risk                             |                                                                                           |  | 16   |  
|Item 4. Controls and Procedures                                                               |                                                                                           |  | 16   |  
|                                                                                             
|PART II. OTHER INFORMATION                                                                    |                                                                                           |  |      |  
|Item 1. Legal Proceedings                                                                     |                                                                                           |  | 18   |  
|Item 2. Changes in Securities                                                                 |                                                                                           |  | 19   |  
|Item 3. Defaults upon Senior Securities                                                       |                                                                                           |  | 19   |  
|Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                           |  | 19   |  
|Item 5. Other Information                                                                     |                                                                                           |  | 19   |  
|Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                           |  | 20   |  
|Signatures                                                                                    |                                                                                           |  | 22   |  

2



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##### 



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

|                                               |                                                                                                                       |                            |         |        |        |             |        |                     |        |  |  | 
|---------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------ | ------ | ----------- | ------ | ------------------- | ------ |  |  | 
|                                               |                                                                                                                       |                            |         |        |        | June 30     |        | December 31        
|                                               |                                                                                                                       |                            |         |        |        | 2003        |        | 2002               
|                                               |                                                                                                                       |                            |         |        |        |             |        |                    
|                                               |                                                                                                                       |                            |         |        |        | (Unaudited) |        | (restated  note 3)
|ASSETS                                         |                                                                                                                       |                            |         |        |        |             |        |                    
|Current assets:                                |                                                                                                                       |                            |         |        |        |             |        |                    
|                                               | Cash and cash equivalents                                                                                             |                            | $       | 18,168 |        |             | $      | 15,138              |       
|                                               | Accounts receivable                                                                                                   |                            |         | 7,053  |        |             |        | 6,408               |       
|                                               | Current portion of recoverable development costs                                                                      |                            |         | 852    |        |             |        | 781                 |       
|                                               | Inventory                                                                                                             |                            |         | 1,152  |        |             |        | 960                 |       
|                                               | Deposits and prepaid expenses                                                                                         |                            |         | 2,851  |        |             |        | 1,347               |       
|                                               | Deferred income taxes                                                                                                 |                            |         | 267    |        |             |        | 1,034               |       
|                                               |                                                                                                                       |                            |         |        |        |             |        |                     |       
|                                               |                                                                                                                       | Total current assets       |         |        | 30,343 |             |        |                     | 25,668 | 
|Recoverable development costs                  |                                                                                                                       |                            | 2,061   |        |        |             | 2,435  |                    
|Fixed assets                                   |                                                                                                                       |                            | 16,242  |        |        |             | 14,350 |                    
|Management and lease agreements                |                                                                                                                       |                            | 733     |        |        |             | 867    |                    
|Other assets                                   |                                                                                                                       |                            | 5,140   |        |        |             | 3,895  |                    
|Goodwill                                       |                                                                                                                       |                            | 50,992  |        |        |             | 45,213 |                    
|                                               |                                                                                                                       |                            |         |        |        |             |        |                     |       
|                                               |                                                                                                                       | $                          | 105,511 |        |        | $           | 92,428 |                    
|                                               |                                                                                                                       |                            |         |        |        |             |        |                     |       
|LIABILITIES AND STOCKHOLDERS EQUITY           |                                                                                                                       |                            |         |        |        |             |        |                    
|Current liabilities:                           |                                                                                                                       |                            |         |        |        |             |        |                    
|                                               | Management accounts payable                                                                                           |                            | $       | 6,777  |        |             | $      | 5,889               |       
|                                               | Trade accounts payable and other accrued liabilities                                                                  |                            |         | 7,282  |        |             |        | 7,479               |       
|                                               | Payables to employees and former employees                                                                            |                            |         | 2,412  |        |             |        | 2,302               |       
|                                               | Sales tax payable                                                                                                     |                            |         | 1,906  |        |             |        | 1,542               |       
|                                               | Bank indebtedness                                                                                                     |                            |         | 6,031  |        |             |        | 3,349               |       
|                                               | Current portion of other long-term liabilities                                                                        |                            |         | 1,116  |        |             |        | 1,581               |       
|                                               | Deferred revenue                                                                                                      |                            |         | 3,680  |        |             |        | 1,985               |       
|                                               |                                                                                                                       |                            |         |        |        |             |        |                     |       
|                                               |                                                                                                                       | Total current liabilities  |         |        | 29,204 |             |        |                     | 24,127 | 
|Other long-term liabilities                    |                                                                                                                       |                            | 4,578   |        |        |             | 4,139  |                    
|Deferred income taxes                          |                                                                                                                       |                            | 2,200   |        |        |             | 2,690  |                    
|                                               |                                                                                                                       |                            |         |        |        |             |        |                     |       
|                                               |                                                                                                                       | Total liabilities          |         |        | 35,982 |             |        |                     | 30,956 | 
|Stockholders equity:                          |                                                                                                                       |                            |         |        |        |             |        |                    
|                                               | Common stock, $.01 par value; 10,000,000 shares
authorized 1,823,014 shares issued and outstanding
(2002  1,822,639) |                            |         | 18     |        |             |        | 18                  |       
|                                               | Additional paid  in capital                                                                                          |                            |         | 60,851 |        |             |        | 60,674              |       
|Retained earnings                              |                                                                                                                       |                            | 4,568   |        |        |             | 4,560  |                    
|Accumulated other comprehensive income (loss): |                                                                                                                       |                            |         |        |        |             |        |                    
|                                               | Foreign currency translation adjustment                                                                               |                            |         | 4,092  |        |             |        | (3,780              | )     
|                                               |                                                                                                                       |                            |         |        |        |             |        |                     |       
|                                               |                                                                                                                       | Total stockholders equity |         |        | 69,529 |             |        |                     | 61,472 | 
|                                               |                                                                                                                       |                            |         |        |        |             |        |                     |       
|                                               |                                                                                                                       | $                          | 105,511 |        |        | $           | 92,428 |                    
|                                               |                                                                                                                       |                            |         |        |        |             |        |                     |       

3



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##### 



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

|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |        | 
|---------------------------------- | --------------------------------------------------------- | ------------------------------ | ----- | -------------------------- | ------ | ------------------------ | ----- | ----------- | ------ | ---- | ------ | ------ | ------ | ----------- | ------ | ------ | ------ | 
|                                   |                                                           |                                |       | Three months ended June 30 |        | Six months ended June 30
|                                   |                                                           |                                |       |                            |        |                         
|                                   |                                                           |                                |       | 2003                       |        | 2002                     |       | 2003        |        | 2002
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |     
|                                   |                                                           |                                |       |                            |        |                          |       | (restated  |        |      |        |        |        | (restated 
|                                   |                                                           |                                |       |                            |        |                          |       | note 3)     |        |      |        |        |        | note 3)    
|Revenues                           |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |       
|                                   | Parking and management contract                           |                                | $     | 31,595                     |        |                          | $     | 28,317      |        |      | $      | 56,573 |        |             | $      | 53,126 |       
|                                   | Reimbursement of management contract
expenses             |                                |       | 8,641                      |        |                          |       | 7,728       |        |      |        | 16,780 |        |             |        | 15,263 |       
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|                                   |                                                           | Total revenues                 |       |                            | 40,236 |                          |       |             | 36,045 |      |        |        | 73,353 |             |        |        | 68,389 | 
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|Direct costs                       |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |       
|                                   | Cost of parking and management contracts                  |                                |       | 25,188                     |        |                          |       | 21,705      |        |      |        | 45,684 |        |             |        | 41,740 |       
|                                   | Reimbursed management contract expenses                   |                                |       | 8,641                      |        |                          |       | 7,728       |        |      |        | 16,780 |        |             |        | 15,263 |       
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|                                   |                                                           | Total direct costs             |       |                            | 33,829 |                          |       |             | 29,433 |      |        |        | 62,464 |             |        |        | 57,003 | 
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|Gross margin                       |                                                           |                                | 6,407 |                            |        |                          | 6,612 |             |        |      | 10,889 |        |        |             | 11,386 |       
|Other operating expenses (income): |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |       
|                                   | General and administrative                                |                                |       | 4,273                      |        |                          |       | 4,065       |        |      |        | 8,559  |        |             |        | 8,006  |       
|                                   | Depreciation and amortization                             |                                |       | 623                        |        |                          |       | 569         |        |      |        | 1,189  |        |             |        | 1,133  |       
|                                   | Equity share of limited liability
company (income) losses |                                |       | (41                        | )      |                          |       | 59          |        |      |        | (11    | )      |             |        | 75     |       
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|                                   |                                                           | Total other operating expenses |       |                            | 4,855  |                          |       |             | 4,693  |      |        |        | 9,737  |             |        |        | 9,214  | 
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|Operating income                   |                                                           |                                | 1,552 |                            |        |                          | 1,919 |             |        |      | 1,152  |        |        |             | 2,172  |       
|Other income (expenses)            |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |       
|                                   | Interest income                                           |                                |       | 111                        |        |                          |       | 83          |        |      |        | 207    |        |             |        | 168    |       
|                                   | Interest expense                                          |                                |       | (86                        | )      |                          |       | (115        | )      |      |        | (178   | )      |             |        | (230   | )     
|                                   | Other expense (note 4)                                    |                                |       | (238                       | )      |                          |       |            |        |      |        | (715   | )      |             |        |       |       
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|Other expense, net                 |                                                           |                                | (213  | )                          |        |                          | (32   | )           |        |      | (686   | )      |        |             | (62    | )     
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|Earnings before income taxes       |                                                           |                                | 1,339 |                            |        |                          | 1,887 |             |        |      | 466    |        |        |             | 2,110  |       
|Income tax expense                 |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |       
|                                   | Current                                                   |                                |       | 64                         |        |                          |       | 121         |        |      |        | 162    |        |             |        | 232    |       
|                                   | Deferred                                                  |                                |       | 518                        |        |                          |       | 753         |        |      |        | 296    |        |             |        | 916    |       
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|                                   |                                                           |                                | 582   |                            |        |                          | 874   |             |        |      | 458    |        |        |             | 1,148  |       
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|Net earnings                       |                                                           | $                              | 757   |                            |        | $                        | 1,013 |             |        | $    | 8      |        |        | $           | 962    |       
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|Earnings per share:                |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |       
|                                   | Basic                                                     |                                | $     | 0.42                       |        |                          | $     | 0.56        |        |      | $      |       |        |             | $      | 0.53   |       
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       
|                                   | Diluted                                                   |                                | $     | 0.41                       |        |                          | $     | 0.53        |        |      | $      |       |        |             | $      | 0.50   |       
|                                   |                                                           |                                |       |                            |        |                          |       |             |        |      |        |        |        |             |        |        |       

4



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

|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |  |  |         |        |   |  |   |        |  |  |   |       | 
|---------------------------------------------------------------- |  | ------------ | --------- | ---------- |  | -------- | -- | ----------- |  | ---------- | ------ | ----- |  | ------------- | ----- |  |  | ------- | ------ | - |  | - | ------ |  |  | - | ----- | 
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |  |  | Foreign |        |   |  |   |        |  |  |  
|                                                                 |  | Common stock |           | Additional |  |          |    |             |  | currency   |        |       |  |               |       |  |  |        
|                                                                 |  |              |           | paid-in    |  | Retained |    | translation |  |            |        |       |  | Comprehensive
|                                                                 |  | Number       |           | Amount     |  | capital  |    | earnings    |  | adjustment |        | Total |  | income       
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |              
|Balance, December 31, 2002, as previously reported               |  |              | 1,822,639 |            |  | $        | 18 |             |  | $          | 60,730 |       |  | $             | 4,504 |  |  | $       | (3,780 | ) |  | $ | 61,472 |  |  |   |       | 
|Retroactive effect of adoption of new accounting
policy (note 3) |  |              |          |            |  |          |   |             |  |            | (56    | )     |  |               | 56    |  |  |         |       |   |  |   |       |  |  |   |       | 
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |  |  |         |        |   |  |   |        |  |  |   |       | 
|Balance, December 31, 2002, as restated                          |  |              | 1,822,639 |            |  |          | 18 |             |  |            | 60,674 |       |  |               | 4,560 |  |  |         | (3,780 | ) |  |   | 61,472 |  |  |   |       | 
|Net earnings                                                     |  |              |          |            |  |          |   |             |  |            |       |       |  |               | 8     |  |  |         |       |   |  |   | 8      |  |  |   | 8     | 
|Foreign currency translation adjustment in period                |  |              |          |            |  |          |   |             |  |            |       |       |  |               |      |  |  |         | 7,872  |   |  |   | 7,872  |  |  |   | 7,872 | 
|Stock based compensation                                         |  |              |          |            |  |          |   |             |  |            | 171    |       |  |               |      |  |  |         |       |   |  |   | 171    |  |  |   |       | 
|Options exercised                                                |  |              | 375       |            |  |          |   |             |  |            | 6      |       |  |               |      |  |  |         |       |   |  |   | 6      |  |  |   |       | 
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |  |  |         |        |   |  |   |        |  |  |   |       | 
|Total stockholders equity at June 30, 2003                      |  |              | 1,823,014 |            |  | $        | 18 |             |  | $          | 60,851 |       |  | $             | 4,568 |  |  | $       | 4,092  |   |  | $ | 69,529 |  |  |   |       | 
|                                                                 |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |  |  |         |        |   |  |   |        |  |  |   |       | 
|Comprehensive income                                             |  |              |           |            |  |          |    |             |  |            |        |       |  |               |       |  |  |         |        |   |  |   |        |  |  | $ | 7,880 | 

5



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##### 



IMPERIAL PARKING CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
Amounts in thousands of United States dollars

|                                                                                |                                                                    |                                                      |        |                          |        |      |        |             |        |  
|------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ---------------------------------------------------- | ------ | ------------------------ | ------ | ---- | ------ | ----------- | ------ | -
|                                                                                |                                                                    |                                                      |        | Six months ended June 30
|                                                                                |                                                                    |                                                      |        |                         
|                                                                                |                                                                    |                                                      |        | 2003                     |        | 2002
|                                                                                |                                                                    |                                                      |        |                          |        |     
|                                                                                |                                                                    |                                                      |        |                          |        |      |        | (restated 
|                                                                                |                                                                    |                                                      |        |                          |        |      |        | note 3)    
|Cash flows from operating activities:                                           |                                                                    |                                                      |        |                          |        |      |        |            
|Net earnings                                                                    |                                                                    | $                                                    | 8      |                          |        | $    | 962    |            
|Adjustments to reconcile net earnings to cash provided by operating activities: |                                                                    |                                                      |        |                          |        |      |        |            
|                                                                                | Depreciation and amortization                                      |                                                      |        | 1,189                    |        |      |        | 1,133       |       
|                                                                                | Recovery of recoverable development costs                          |                                                      |        | 307                      |        |      |        | 488         |       
|                                                                                | Equity share of limited liability company (income) losses          |                                                      |        | (11                      | )      |      |        | 75          |       
|                                                                                | Stock-based compensation                                           |                                                      |        | 171                      |        |      |        | 160         |       
|                                                                                | Non-cash interest expense                                          |                                                      |        | 117                      |        |      |        | 154         |       
|                                                                                | Rent expense in excess of lease payments                           |                                                      |        | 204                      |        |      |        | 100         |       
|                                                                                | Deferred income taxes                                              |                                                      |        | 296                      |        |      |        | 916         |       
|                                                                                | Discount on settlement of note receivable                          |                                                      |        | 100                      |        |      |        |            |       
|                                                                                | Changes in non-cash working capital items, excluding acquisitions: |                                                      |        |                          |        |      |        |             |       
|                                                                                |                                                                    | Accounts receivable                                  |        |                          | 319    |      |        |             | 1,334  |  
|                                                                                |                                                                    | Inventory                                            |        |                          | (36    | )    |        |             | (50    | )
|                                                                                |                                                                    | Deposits and prepaid expenses                        |        |                          | (1,054 | )    |        |             | (914   | )
|                                                                                |                                                                    | Management accounts payable                          |        |                          | 56     |      |        |             | (839   | )
|                                                                                |                                                                    | Trade accounts payable and other accrued liabilities |        |                          | (839   | )    |        |             | 124    |  
|                                                                                |                                                                    | Payables to employees and former employees           |        |                          | (131   | )    |        |             | 89     |  
|                                                                                |                                                                    | Sales tax payable                                    |        |                          | 232    |      |        |             | 545    |  
|                                                                                |                                                                    | Deferred revenue                                     |        |                          | 1,515  |      |        |             | 877    |  
|                                                                                |                                                                    |                                                      |        |                          |        |      |        |            
|                                                                                |                                                                    | Net cash provided by operating activities            |        |                          | 2,443  |      |        |             | 5,154  |  
|                                                                                |                                                                    |                                                      |        |                          |        |      |        |            
|Cash flows from investing activities                                            |                                                                    |                                                      |        |                          |        |      |        |            
|Purchase of fixed assets                                                        |                                                                    |                                                      | (1,008 | )                        |        |      | (658   | )          
|Change in other assets                                                          |                                                                    |                                                      | (2,851 | )                        |        |      | (233   | )          
|Settlement of note receivable                                                   |                                                                    |                                                      | 1,036  |                          |        |      |       |            
|Increase in recoverable development costs                                       |                                                                    |                                                      |       |                          |        |      | (1,478 | )          
|Acquisition of management and lease agreements                                  |                                                                    |                                                      |       |                          |        |      | (766   | )          
|Additional consideration on acquisition of parking business                     |                                                                    |                                                      |       |                          |        |      | (212   | )          
|                                                                                |                                                                    |                                                      |        |                          |        |      |        |            
|                                                                                |                                                                    | Net cash used in investing activities                |        |                          | (2,823 | )    |        |             | (3,347 | )
|                                                                                |                                                                    |                                                      |        |                          |        |      |        |            
|Cash flows from financing activities                                            |                                                                    |                                                      |        |                          |        |      |        |            
|Proceeds from bank indebtedness                                                 |                                                                    |                                                      | 3,000  |                          |        |      |       |            
|Repayment of bank indebtedness                                                  |                                                                    |                                                      | (321   | )                        |        |      | (233   | )          
|Change in other long-term liabilities                                           |                                                                    |                                                      | (484   | )                        |        |      | (89    | )          
|Exercise of stock options                                                       |                                                                    |                                                      | 6      |                          |        |      | 61     |            
|                                                                                |                                                                    |                                                      |        |                          |        |      |        |            
|                                                                                |                                                                    | Net cash provided by (used in) financing activities  |        |                          | 2,201  |      |        |             | (261   | )
|                                                                                |                                                                    |                                                      |        |                          |        |      |        |            
|Effect of exchange rate changes on cash and cash equivalents                    |                                                                    |                                                      | 1,209  |                          |        |      | 189    |            
|                                                                                |                                                                    |                                                      |        |                          |        |      |        |            
|Increase in cash and cash equivalents                                           |                                                                    |                                                      | 3,030  |                          |        |      | 1,735  |            
|Cash and cash equivalents, beginning of period                                  |                                                                    |                                                      | 15,138 |                          |        |      | 10,991 |            
|                                                                                |                                                                    |                                                      |        |                          |        |      |        |            
|Cash and cash equivalents, end of period                                        |                                                                    | $                                                    | 18,168 |                          |        | $    | 12,726 |            
|                                                                                |                                                                    |                                                      |        |                          |        |      |        |            
|Supplementary information:                                                      |                                                                    |                                                      |        |                          |        |      |        |            
|                                                                                | Interest paid                                                      |                                                      |        | 49                       |        |      |        | 67          |       
|                                                                                | Income taxes paid                                                  |                                                      |        | 376                      |        |      |        | 244         |       

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 June 30, 2003, and for all periods presented,
have been included. These financial statements should be read in conjunction
with the financial statements, and notes thereto, included in Imparks annual
report on Form 10-K for the fiscal year ended December 31, 2002. Except as
indicated in note 3, the principles applied in the preparation of these interim
consolidated financial statements are consistent with those applied in the

consolidated financial statements included in the annual report on Form 10-K.
Operating results for the three and six months ended June 30, 2003 are not
necessarily indicative of the results that may by expected for the fiscal year
ending December 31, 2003.

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 June 30
|                           |                                  |   |                           
|                           |                                  |   | 2003                       |     | 2002   
|                           |                                  |   |                            |     |        
|                           |                                  |   | Income                     |     | Common  |  |           |       |           |   | Income  |       | Common    |   |       |       | 
|                           |                                  |   | available                  |     | shares  |  | Per share |       | available |   | shares  |       | Per share
|                           |                                  |   | ($000's)                   |     | (000's) |  | amount    |       | ($000's)  |   | (000's) |       | amount   
|                           |                                  |   |                            |     |         |  |           |       |           |   |         |       |          
|Basic earnings per share   |                                  |   |                            |     |         |  |           |       |           |   |         |       |           |   |       |       |  |  |       |       |  |   |      |      
|                           | Net earnings                     |   | $                          | 757 |         |  |           | 1,823 |           |   | $       | 0.42  |           |   | $     | 1,013 |  |  |       | 1,820 |  |   | $    | 0.56  |  
|                           | Effect of dilutive stock options |   |                            |    |         |  |           | 36    |           |   |         | (0.01 | )         |   |       |      |  |  |       | 96    |  |   |      | (0.03 | )
|                           |                                  |   |                            |     |         |  |           |       |           |   |         |       |           |   |       |       |  |  |       |       |  |   |      |       |  
|Diluted earnings per share |                                  | $ | 757                        |     |         |  | 1,859     |       |           | $ | 0.41    |       |           | $ | 1,013 |       |  |  | 1,916 |       |  | $ | 0.53 |      
|                           |                                  |   |                            |     |         |  |           |       |           |   |         |       |           |   |       |       |  |  |       |       |  |   |      |       |  

|                           |                                  |   |                          |   |         |  |           |       |           |   |         |   |           |   |     |     |  |  |       |       |  |   |      |       |  
|-------------------------- | -------------------------------- | - | ------------------------ | - | ------- |  | --------- | ----- | --------- | - | ------- | - | --------- | - | --- | --- |  |  | ----- | ----- |  | - | ---- | ----- | -
|                           |                                  |   | Six Months Ended June 30
|                           |                                  |   |                         
|                           |                                  |   | 2003                     |   | 2002   
|                           |                                  |   |                          |   |        
|                           |                                  |   | Income                   |   | Common  |  |           |       |           |   | Income  |   | Common    |   |     |     | 
|                           |                                  |   | available                |   | shares  |  | Per share |       | available |   | shares  |   | Per share
|                           |                                  |   | ($000's)                 |   | (000's) |  | amount    |       | ($000's)  |   | (000's) |   | amount   
|                           |                                  |   |                          |   |         |  |           |       |           |   |         |   |          
|Basic earnings per share   |                                  |   |                          |   |         |  |           |       |           |   |         |   |           |   |     |     |  |  |       |       |  |   |      |      
|                           | Net earnings                     |   | $                        | 8 |         |  |           | 1,823 |           |   | $       |  |           |   | $   | 962 |  |  |       | 1,820 |  |   | $    | 0.53  |  
|                           | Effect of dilutive stock options |   |                          |  |         |  |           | 36    |           |   |         |  |           |   |     |    |  |  |       | 117   |  |   |      | (0.03 | )
|                           |                                  |   |                          |   |         |  |           |       |           |   |         |   |           |   |     |     |  |  |       |       |  |   |      |       |  
|Diluted earnings per share |                                  | $ | 8                        |   |         |  | 1,859     |       |           | $ |        |   |           | $ | 962 |     |  |  | 1,937 |       |  | $ | 0.50 |      
|                           |                                  |   |                          |   |         |  |           |       |           |   |         |   |           |   |     |     |  |  |       |       |  |   |      |       |  

7



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##### 



3. STOCK OPTIONS

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

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

Adoption of the recognition and measurement provisions of SFAS 123 resulted in
a decrease of $454,000 in additional paid in capital as at January 1, 2002, an
increase of $454,000 in opening retained earnings as at January 1, 2002 and an
increase in stock based compensation expense recognized of $146,000 for the
three months ended June 30, 2002, and an increase of $136,000 for the six
months ended June 30, 2002, from the amounts previously reported. For the year
ended December 31, 2002, adoption of the recognition provisions of SFAS 123
resulted in an increase in stock based compensation expense of $398,000, a
decrease in additional paid in capital of $56,000 as at December 31, 2002 and
an increase of $56,000 in retained earnings as at December 31, 2002.

4. OTHER EXPENSES

In January 2003, a Special Committee of the Companys Board of Directors was
formed for the purpose of exploring strategic alternatives available to the
Company in the context of the decision by Gotham Partners to sell its ownership
interest in the Company. The Special Committee has engaged professional
advisors to assist it in this review. The Company incurred $238,000 in
professional fees payable to the advisors during the three months ended June
30, 2003 (2002  nil), and $715,000 for the six months ended June 30, 2003
(2002  nil), which expenses have been expensed as incurred.

5. MANAGEMENT AND LEASE AGREEMENTS

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

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

|                         |  |               |        |                   |  |   |        |  
|------------------------ |  | ------------- | ------ | ----------------- |  | - | ------ | -
|                         |  | June 30, 2003 |        | December 31, 2002
|                         |  |               |        |                  
|Cost                     |  | $             | 2,044  |                   |  | $ | 1,982  |  
|Accumulated amortization |  |               | (1,311 | )                 |  |   | (1,115 | )
|                         |  |               |        |                   |  |   |        |  
|                         |  | $             | 733    |                   |  | $ | 867    |  
|                         |  |               |        |                   |  |   |        |  

8



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##### 



6. GOODWILL

|                                    |  |               |        | 
|----------------------------------- |  | ------------- | ------ | 
|                                    |  | June 30, 2003
|                                    |  |              
|Carrying value, beginning of period |  | $             | 45,213 | 
|Effect of exchange rates            |  |               | 5,779  | 
|                                    |  |               |        | 
|Carrying value, end of period       |  | $             | 50,992 | 
|                                    |  |               |        | 

7. BUSINESS SEGMENTS

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

|                                        |  |                            |        |      |  |       |        |        |  |      |         |       |  |   |        |  |  |   |        |  |  |   |        | 
|--------------------------------------- |  | -------------------------- | ------ | ---- |  | ----- | ------ | ------ |  | ---- | ------- | ----- |  | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|                                        |  | Three Months Ended June 30
|                                        |  |                           
|                                        |  | 2003                       |        | 2002
|                                        |  |                            |        |     
|                                        |  | Canada                     |        | U.S. |  | Total |        | Canada |  | U.S. |         | Total
|                                        |  |                            |        |      |  |       |        |        |  |      |         |      
|Parking and management
contract revenue |  | $                          | 15,219 |      |  | $     | 16,376 |        |  | $    | 31,595  |       |  | $ | 13,449 |  |  | $ | 14,868 |  |  | $ | 28,317 | 
|Total revenue                           |  |                            | 21,343 |      |  |       | 18,893 |        |  |      | 40,236  |       |  |   | 18,794 |  |  |   | 17,251 |  |  |   | 36,045 | 
|Depreciation and
amortization           |  |                            | 324    |      |  |       | 299    |        |  |      | 623     |       |  |   | 292    |  |  |   | 277    |  |  |   | 569    | 
|Operating income (loss)                 |  |                            | 1,794  |      |  |       | (242   | )      |  |      | 1,552   |       |  |   | 1,899  |  |  |   | 20     |  |  |   | 1,919  | 
|Income tax expense                      |  |                            | 577    |      |  |       | 5      |        |  |      | 582     |       |  |   | 627    |  |  |   | 247    |  |  |   | 874    | 
|Goodwill                                |  |                            | 41,692 |      |  |       | 9,300  |        |  |      | 50,992  |       |  |   | 37,284 |  |  |   | 9,155  |  |  |   | 46,439 | 
|Long-lived assets                       |  |                            | 15,273 |      |  |       | 6,842  |        |  |      | 22,115  |       |  |   | 14,644 |  |  |   | 4,480  |  |  |   | 19,124 | 
|Total assets                            |  |                            | 75,534 |      |  |       | 29,977 |        |  |      | 105,511 |       |  |   | 61,901 |  |  |   | 32,799 |  |  |   | 94,700 | 

|                                        |  |                          |        |      |  |       |        |        |  |      |         |       |  |   |        |  |  |   |        |   |  |   |        | 
|--------------------------------------- |  | ------------------------ | ------ | ---- |  | ----- | ------ | ------ |  | ---- | ------- | ----- |  | - | ------ |  |  | - | ------ | - |  | - | ------ | 
|                                        |  | Six Months Ended June 30
|                                        |  |                         
|                                        |  | 2003                     |        | 2002
|                                        |  |                          |        |     
|                                        |  | Canada                   |        | U.S. |  | Total |        | Canada |  | U.S. |         | Total
|                                        |  |                          |        |      |  |       |        |        |  |      |         |      
|Parking and management
contract revenue |  | $                        | 28,784 |      |  | $     | 27,789 |        |  | $    | 56,573  |       |  | $ | 26,052 |  |  | $ | 27,074 |   |  | $ | 53,126 | 
|Total revenue                           |  |                          | 40,449 |      |  |       | 32,904 |        |  |      | 73,353  |       |  |   | 36,758 |  |  |   | 31,631 |   |  |   | 68,389 | 
|Depreciation and
amortization           |  |                          | 609    |      |  |       | 580    |        |  |      | 1,189   |       |  |   | 589    |  |  |   | 544    |   |  |   | 1,133  | 
|Operating income (loss)                 |  |                          | 2,822  |      |  |       | (1,670 | )      |  |      | 1,152   |       |  |   | 3,312  |  |  |   | (1,140 | ) |  |   | 2,172  | 
|Income tax expense                      |  |                          | 901    |      |  |       | (443   | )      |  |      | 458     |       |  |   | 1,144  |  |  |   | 4      |   |  |   | 1,148  | 
|Goodwill                                |  |                          | 41,692 |      |  |       | 9,300  |        |  |      | 50,992  |       |  |   | 37,284 |  |  |   | 9,155  |   |  |   | 46,439 | 
|Long-lived assets                       |  |                          | 15,273 |      |  |       | 6,842  |        |  |      | 22,115  |       |  |   | 14,644 |  |  |   | 4,480  |   |  |   | 19,124 | 
|Total assets                            |  |                          | 75,534 |      |  |       | 29,977 |        |  |      | 105,511 |       |  |   | 61,901 |  |  |   | 32,799 |   |  |   | 94,700 | 

8. CONTINGENCIES

The Company is the defendant in a lawsuit filed by Sterling Parking Ltd.
(Sterling) in April 2001. Sterling is claiming damages of $7.9 million
(Canadian $11.6 million) as a result of a failed agreement to manage certain of
Sterlings locations by Impark. The Company believes that the claim is largely
without merit and, regardless, the amount claimed is excessive. The Company
will defend itself against the claim. The Company has accrued at June 30, 2003
its best estimate of the costs related to this action, but in the event the
Company is unsuccessful, any damages awarded to Sterling in excess of this
amount could have a material effect on our financial position or results of
operations.

9



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##### 



In February 2002, the City of Calgary (the City) passed a 2002 Business Tax
Bylaw, which approximately tripled the business tax for the Companys
operations in Calgary for the 2002 calendar year to approximately $1.0 million
(Canadian $1.4 million). In February 2003, the City passed a 2003 Business Tax
Bylaw, which imposed the same rate and assessment method of business tax for
the Companys operations for 2003 as was used in 2002, at an amount of
approximately $0.9 million (C$1.3 million). The Company is appealing the
assessments through the assessment review process and also applying for a court
ruling that the bylaws are void or invalid. In July 2003, the Alberta Municipal
Government Board (MGB) determined that the assessment method used by the City
in 2002 was not assessed fairly in that year. If the City does not appeal this
decision of the MGB, the Company will be entitled to a refund of a substantial
portion of the assessed taxes for 2002. With respect to the 2002 business tax
assessment, if the City appeals the July 2003 decision of the MGB and the
Company is unsuccessful in defending the appeal, and if the Company is
unsuccessful in its lawsuit against the City, it will be required to pay the
full amount of the 2002 assessment, currently $1.0 million. With respect to the
2003 business tax assessment, if the Company is unsuccessful in appealing the
assessment and if it is unsuccessful in its lawsuit against the City, it will
be required to pay the full amount of the 2003 assessment, currently $0.9
million. At June 30, 2003, the Company has accrued the full assessment for 2002
and the proportionate amount for the year of the 2003 assessment, and has paid
approximately 60% of the amounts accrued.

9. SUBSEQUENT EVENT

In July 2003, the Company settled a lawsuit involving the landlord under its
lease of the parking facilities at Eau Claire Market in Calgary, Alberta. No
amounts are payable to the landlord as a result of this settlement. The Company
also negotiated a ten year extension to the lease agreement with the landlord
effective January 1, 2004. To obtain this extension, the Company is required to
pre-pay rent of $0.4 million (C$0.6 million) on July 1, 2003. This amount will
be included in other assets and amortized over a ten year period commencing
January 1, 2004.

10



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##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

This report includes various forward-looking statements regarding the Company
that are subject to risks and uncertainties, including, without limitation, the
factors set forth below and under the caption Certain Factors Affecting Future
Operating Results in the Managements Discussion and Analysis of Financial
Condition and Results of Operations section in the Companys Annual Report on
Form 10-K for the year ended December 31, 2002. Forward-looking statements
include, but are not limited to, discussions regarding the Companys operating
strategy, growth strategy, acquisition strategy, cost savings initiatives,
industry, economic conditions, financial condition, liquidity and capital
resources and results of operations. Such statements include, but are not
limited to, statements preceded by, followed by or that otherwise include the
words believes, expects, anticipates, intends, estimates or similar
expressions. For those statements, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.

The following important factors, in addition to those discussed elsewhere in
this report, the Companys Annual Report on Form 10-K for the year ended
December 31, 2002 and the documents which are incorporated herein by reference,
could affect the future financial results of the Company and could cause actual
results to differ materially from those expressed in forward-looking statements
contained or incorporated by reference in this document:



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

CRITICAL ACCOUNTING POLICIES

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

11



---



##### 



OVERVIEW

We operate parking facilities under three types of arrangements: leases,
management contracts and fee ownership. 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 three and six months ended
June 30, 2003 and 2002, and the number of facilities operated as at June 30,
2003 and 2002, are as follows:

|                                              |         |  |                           |       |                            |  |                          |       |      |   |                                      |        |      |   |        |        |  |   |        |        |  |   |        |        | 
|--------------------------------------------- | ------- |  | ------------------------- | ----- | -------------------------- |  | ------------------------ | ----- | ---- | - | ------------------------------------ | ------ | ---- | - | ------ | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                              |         |  |                           |       |                            |  |                          |       |      |   | Revenue                             
|                                              |         |  |                           |       |                            |  |                          |       |      |   |                                     
|                                              |         |  | # of locations at June 30 |       | Three months ended June 30 |  | Six months ended June 30
|                                              |         |  |                           |       |                            |  |                         
|                                              |         |  | 2003                      |       | 2002                       |  | 2003                     |       | 2002 |   | 2003                                 |        | 2002
|                                              |         |  |                           |       |                            |  |                          |       |      |   |                                      |        |     
|                                              |         |  |                           |       |                            |  |                          |       |      |   | (thousands of United States dollars)
|Parking and management
contract revenue       |         |  |                           |       |                            |  |                          |       |      |   |                                      |        |      |   |        |        |  |   |        |        |  |   |        |       
|                                              | Leased  |  |                           | 588   |                            |  |                          | 572   |      |   | $                                    | 25,590 |      |   | $      | 22,797 |  |   | $      | 44,919 |  |   | $      | 41,996 | 
|                                              | Managed |  |                           | 1,068 |                            |  |                          | 1,031 |      |   |                                      | 5,489  |      |   |        | 5,079  |  |   |        | 10,709 |  |   |        | 10,276 | 
|                                              | Owned   |  |                           | 15    |                            |  |                          | 15    |      |   |                                      | 516    |      |   |        | 441    |  |   |        | 945    |  |   |        | 854    | 
|                                              |         |  |                           |       |                            |  |                          |       |      |   |                                      |        |      |   |        |        |  |   |        |        |  |   |        |        | 
|                                              |         |  | 1,671                     |       |                            |  | 1,618                    |       |      |   | 31,595                               |        |      |   | 28,317 |        |  |   | 56,573 |        |  |   | 53,126 |       
|                                              |         |  |                           |       |                            |  |                          |       |      |   |                                      |        |      |   |        |        |  |   |        |        |  |   |        |       
|Reimbursement of
management contract
expenses |         |  |                           |       |                            |  |                          |       |      |   | 8,641                                |        |      |   | 7,728  |        |  |   | 16,780 |        |  |   | 15,263 |       
|                                              |         |  |                           |       |                            |  |                          |       |      |   |                                      |        |      |   |        |        |  |   |        |        |  |   |        |       
|Total revenues                                |         |  |                           |       |                            |  |                          |       |      | $ | 40,236                               |        |      | $ | 36,045 |        |  | $ | 73,353 |        |  | $ | 68,389 |       
|                                              |         |  |                           |       |                            |  |                          |       |      |   |                                      |        |      |   |        |        |  |   |        |        |  |   |        |       

THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002

Total revenues for the second quarter of fiscal 2003 increased $4.2 million, or
11.6%, to $40.2 million from $36.0 million for the second quarter of fiscal
2002. Excluding an increase of $0.9 million in the reimbursement of management
contract expenses, which are directly offset by an equivalent increase in
reimbursed management contract expenses within direct costs, there was an
increase of $3.3 million in revenues. This increase was generally as a result
of continuing to open new facilities and from a stronger Canadian dollar.

Revenues from leased facilities for the second quarter of fiscal 2003 increased
to $25.6 million from $22.8 million in the second quarter of fiscal 2002, an
increase of $2.8 million, or 12.3%. There was an increase of $1.7 million in
the United States largely as a result of opening new locations, notably in
Milwaukee, with Miller Park  the baseball stadium for the Milwaukee Brewers,
and in Miami, which increased its number of leased facilities from two at June
30, 2002 to seven at June 30, 2003. This increase in revenue in the U.S. is
net of a decrease of $1.3 million in Chicago and Minneapolis. The decrease in
these cities was largely the result of the sale, by a landlord, of a
significant leased facility in Chicago and the subsequent renewal of the
agreement by the new landlord as a management contract effective January 2003,
and our decision not to renew an unprofitable lease in Minneapolis in the
fourth quarter of 2002. These two facilities contributed approximately $1.7
million of leased revenue in the second quarter of fiscal 2002. In Canada,
there was a $1.1 million increase in leased revenue, which was largely due to a
stronger Canadian dollar. The average exchange rate for the second quarter of
2003 was C$1.00 = US$0.72, compared to US$0.64 for the second quarter of 2002.
In local currency terms however, leased revenue in Canada decreased C$0.1
million for the second quarter of 2003, compared to the same period in 2002. An
increase of C$0.5 million in Toronto, largely from adding five new lease
locations from June 30, 2002 to June 30, 2003, was offset by a decrease of
C$0.6 million in other Canadian cities as a result of a decline in hotel,
tourism and other traffic.

Management contract revenues for the second quarter of fiscal 2003 increased by
$0.4 million, or 8.1%, to $5.5 million from $5.1 million for the second quarter
of fiscal 2002. Of this increase, approximately $0.2 million is due to the
stronger Canadian dollar and $0.2 million to new contracts.

The direct costs incurred in providing services under parking and management
contracts in the second quarter of 2003 increased to $25.2 million from $21.7
million in the second quarter of 2002, an increase of $3.5 million, or 16.0 %.
Rent

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expense increased by $2.1 million, or 15.0%, to $16.2 million the second
quarter of 2003 from $14.1 million for the second quarter of 2002. Rent as a
percentage of leased revenues, increased to 63.4% in the second quarter of 2003
from 61.8% in the same quarter of 2002. The increase is due to an increase in
Canada in rent as a percentage of leased revenues. We opened several new lease
locations in Toronto, and as with any new lease we expect that rent as a
percentage of leased revenues will be higher at the start of the lease term.
Furthermore, in Western Canada leased revenue declined 7.8% in local currency
terms for the second quarter of 2003 compared to 2002, producing an increase in
rent as a percentage of revenue because of the usually fixed nature of rent
expense for leases. The increase in other direct costs of $1.4 million, or
17.9%, from $7.6 million to $9.0 million, includes $0.4 million of costs
associated with operating the new contracts at the Mirabel and Dorval airports
in Montreal, Quebec, and Miller Park in Milwaukee; $0.2 million for the effect
of the stronger Canadian dollar on other direct costs; and $0.1 million of
increased business taxes in Calgary. Although the business tax assessment for
our lots in Calgary for 2003 is approximately the same as 2002, we were in the
initial stages of appealing it in the second quarter of 2002 and had not fully
accrued at the time for the increase over the prior year. The cost of parking
and management contracts as a percentage of revenue from parking and management
contracts increased to 79.7% in the second quarter of fiscal 2003 from 76.7% in
the second quarter of fiscal 2002.

We are appealing our 2002 and 2003 business tax assessments for our operations
in Calgary, Alberta. We have also applied for a court ruling that the
applicable business tax bylaws are void or invalid. The assessment for 2002 of
approximately $0.9 million is three times the amount of our assessment for 2001
of approximately $0.3 million. The assessment for 2003 is approximately
equivalent to the assessment for 2002. In July 2003, the Alberta Municipal
Government Board (MGB) determined that the assessment method used by the City
of Calgary in 2002 was not assessed fairly in that year. If the City does not
appeal this decision of the MGB, we will be entitled to a refund of a
substantial portion of the assessed taxes for 2002. We are still determining
the impact, if any, of this decision upon amounts paid to the City in 2001 and
2003 as well. We have accrued at June 30, 2003 the proportionate amount for the
year of the 2003 assessment and the full assessment for 2002. We have paid
approximately 60% of the amounts accrued. We have provided further details of
this issue in this quarterly report in Part II, Item 1  Legal Proceedings.

General and administrative expenses increased $0.2 million, or 5.1%, from $4.1
million for the second quarter of fiscal 2002 to $4.3 million for the second
quarter of fiscal 2003. $0.1 million of the increase resulted from the stronger
Canadian dollar. The remainder of the increase largely occurred in our U.S.
expansion cities of Chicago, and Miami, and from relocating our U.S. head
office to Philadelphia. General and administrative expenses, as a percentage
of total revenues, decreased to 10.6% for the second quarter of fiscal 2003
compared to 11.3% for the second quarter of fiscal 2002.

Prior to 2003, we accounted for stock options issued to employees using the
intrinsic value method in accordance with the provisions of APB 25, Accounting
for Stock Issued to Employees, and related interpretations, and recognized
compensation expense to the extent the current market price of the underlying
stock exceeded the exercise price. Effective January 1, 2003, we adopted the
fair value recognition provisions of Statement of Financial Accounting No. 123
(SFAS 123), Accounting for Stock-Based Compensation, for stock-based employee
compensation. All prior periods presented have been restated to reflect the
compensation costs that would have been recognized had the recognition
provisions of SFAS 123 been applied to all awards granted to employees after
December 15, 1994. The effect of restating the results for the second quarter
of fiscal 2002 is that stock-based compensation expense for the quarter, which
is included in general and administrative expenses, increased by $146,000 from
a recovery of $66,000, as previously reported, to an expense of $80,000.

Other non-operating expenses in the second quarter of fiscal 2003 include $0.2
million of professional fees, which we incurred in exploring the alternatives
available to the Company in the context of the decision by Gotham Partners
(Gotham), our principal shareholder, to sell its ownership interest. We
expect that we will continue to incur professional advisor fees until the
Gotham matter has been resolved.

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

Earnings for the second quarter of 2003 were $0.8 million  a decrease of $0.2
million from second quarter earnings in 2002 of $1.0 million. This decrease is
primarily due to lower gross margin of $0.2 million; higher general and
administrative expenses of $0.2 million; $0.2 million of Special Committee
expenses; offset by an improvement in our share of Limited Liability company
results of $0.1 million; and lower income tax expense of $0.3 million.

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SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SIX MONTHS ENDED JUNE 30, 2002

Total revenues for the first six months of fiscal 2003 increased $5.0 million,
or 7.3%, to $73.4 million from $68.4 million for the first six months of fiscal
2002. Excluding an increase of $1.5 million in the reimbursement of management
contract expenses, which are directly offset by an equivalent increase in
reimbursed management contract expenses within direct costs, there was an
increase of $3.5 million in revenues. This was generally as a result of
continuing to open new facilities and from a stronger Canadian dollar.

Revenues from leased facilities for the first six months of fiscal 2003
increased to $44.9 million from $42.0 million in the first six months of fiscal
2002, an increase of $2.9 million, or 7.0 %. There was an increase of $1.3
million in the United States largely as a result of opening new locations,
notably in Milwaukee, with Miller Park  the baseball stadium for the
Milwaukee Brewers, and in Miami, which increased its number of leased
facilities from two at June 30, 2002 to seven at June 30, 2003. This increase
in revenue in the U.S. is net of a decrease of $2.9 million in Chicago and
Minneapolis. The decrease in these cities was the result of the sale, by a
landlord, of a significant leased facility in Chicago and the subsequent
renewal of the agreement by the new landlord as a management contract effective
January 2003, and our decision not to renew an unprofitable lease in
Minneapolis in the fourth quarter of 2002. These two facilities contributed
approximately $3.2 million of leased revenue in the first six months of fiscal
2002. In Canada, there was a $1.6 million increase in leased revenue, which was
largely due to a stronger Canadian dollar. The average exchange rate for the
first six months of 2003 was C$1.00 = US$0.69, compared to US$0.64 for the
first six months of 2002. In local currency terms however, leased revenue in
Canada decreased C$0.4 million for the first six months of 2003, compared to
the same period in 2002. An increase of C$1.0 million in Toronto, largely from
adding five new lease locations from June 30, 2002 to June 30, 2003, was offset
by a decrease of C$1.4 million in other Canadian cities as a result of severe
winter weather in 2003 and a decline in hotel, tourism and other traffic.

Management contract revenues for the first six months of fiscal 2003 increased
by $0.4 million, or 4.2%, to $10.7 million from $10.3 million for the first six
months of fiscal 2002. Of this increase, approximately $0.3 million is due to
the stronger Canadian dollar and $0.1 million to new contracts.

The direct costs incurred in providing services under parking and management
contracts in the first six months of 2003 increased to $45.7 million from $41.7
million in the first six months of 2002, an increase of $4.0 million, or 9.4 %.
Rent expense increased by $2.1 million, or 8.1%, to $28.9 million for the
first six months of 2003 from $26.8 million for the first six months of 2002.
Rent as a percentage of leased revenues, increased to 64.4% in the first six
months of 2003 from 63.9% in the same period of 2002. The increase is due to
an increase in Canada in rent as a percentage of leased revenues. We opened
several new lease locations in Toronto, and as with any new lease we expect
that rent as a percentage of leased revenues will be higher at the start of the
lease term. Furthermore, in Western Canada leased revenue declined 7.3% in
local currency terms for the first six months of 2003 compared to 2002,
producing an increase in rent as a percentage of revenue because of the usually
fixed nature of rent expense for leases. The increase in other direct costs of
$1.9 million, or 12.4%, from $14.9 million to $16.8 million, includes an
increase in snow clearing and removal costs of $0.2 million from the harsher
winter in 2003; $0.6 million of costs associated with operating the new
contracts at the Mirabel and Dorval airports in Montreal, Quebec and Miller
Park in Milwaukee; $0.4 million for the effect of the stronger Canadian dollar
on other direct costs; a discount of $0.1 million granted on the early
settlement of the outstanding balance due from the San Francisco Giants for
their share of development costs; and $0.3 million of increased business taxes
in Calgary. Although the business tax assessment for our lots in Calgary for
2003 is approximately the same as 2002, we were in the initial stages of
appealing it in the first six months of 2002 and had not fully accrued at the
time for the increase over the prior year. The increases in other direct costs
for the first six months of fiscal 2003 were offset by a recovery of $0.3
million for an amount previously accrued in 2002 for a property tax assessment,
which we successfully appealed in 2003. The cost of parking and management
contracts as a percentage of revenue from parking and management contracts
increased to 80.8% in the first six months of fiscal 2003 from 78.6% in the
first six months of fiscal 2002.

We are appealing our 2002 and 2003 business tax assessments for our operations
in Calgary, Alberta. We have also applied for a court ruling that the
applicable business tax bylaws are void or invalid. The assessment for 2002 of
approximately $0.9 million is three times the amount of our assessment for 2001
of approximately $0.3 million. The assessment for 2003 is approximately
equivalent to the assessment for 2002. In July 2003, the MGB determined that
the assessment method used by the City of Calgary in 2002 was not assessed
fairly in that year. If the City does not appeal this decision of the MGB, we
will be entitled to a refund of a substantial portion of the assessed taxes for
2002. We are still determining the impact, if any, of this decision upon
amounts paid to the City in 2001 and 2003 as well. We have accrued at June 30,
2003 the proportionate amount for the year of the 2003 assessment and the full
assessment for 2002. We have paid approximately 60% of the amounts accrued. We
have provided further details of this issue in this quarterly report in Part
II, Item 1  Legal Proceedings.

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General and administrative expenses increased $0.6 million, or 6.9%, from $8.0
million for the first six months of fiscal 2002 to $8.6 million for the first
six months of fiscal 2003. $0.3 million of the increase resulted from the
stronger Canadian dollar. The remainder of the increase largely occurred in our
U.S. expansion cities of Chicago, Miami and San Francisco, and from relocating
our U.S. head office to Philadelphia. General and administrative expenses, as
a percentage of total revenues, remained unchanged at 11.7% for the first six
months of both fiscal 2003 and 2002.

Prior to 2003, we accounted for stock options issued to employees using the
intrinsic value method in accordance with the provisions of APB 25, Accounting
for Stock Issued to Employees, and related interpretations, and recognized
compensation expense to the extent the current market price of the underlying
stock exceeded the exercise price. Effective January 1, 2003, we adopted the
fair value recognition provisions of Statement of Financial Accounting No. 123
(SFAS 123), Accounting for Stock-Based Compensation, for stock-based employee
compensation. All prior periods presented have been restated to reflect the
compensation costs that would have been recognized had the recognition
provisions of SFAS 123 been applied to all awards granted to employees after
December 15, 1994. The effect of restating the results for the first six
months of fiscal 2002 is that stock-based compensation expense for the period,
which is included in general and administrative expenses, increased by $136,000
from $24,000, as previously reported, to $160,000.

Other non-operating expenses in the first six months of fiscal 2003 include
$0.7 million of professional fees, which we incurred in exploring the
alternatives available to the Company in the context of the decision by Gotham
Partners (Gotham), our principal shareholder, to sell its ownership
interest. We expect that we will continue to incur professional advisor fees
until the Gotham matter has been resolved.

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

Earnings for the first six months of 2003 were $8,000  a decrease of $1.0
million from earnings for the first six months of 2002 of $1.0 million. This
decrease is primarily due to lower gross margin of $0.5 million; higher general
and administrative expenses of $0.6 million; higher depreciation and
amortization of $0.1 million; $0.7 million of Special Committee expenses;
offset by an improvement in our share of Limited Liability company results of
$0.1 million; an increase of $0.1 million in net interest income; and lower
income tax expense of $0.7 million.

LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2003, we had cash and cash equivalents of $18.2 million. This
represents an increase of $3.0 million for the first six months of fiscal 2003
from the balance at December 31, 2002. The increase resulted from $2.4 million
of cash generated from operations, $2.2 million provided by financing
activities and $1.2 million for the effect of exchange rate changes on cash;
offset by $2.8 million used in investing activities.

The cash generated from operations in the first six months of 2003 included
$3.2 million of parking revenue from San Francisco Giants season ticket
holders, which is consistent with prior years. This is recognized as revenue
during the baseball season in the second and third quarters of each year.
Therefore, approximately $1.6 million has been recognized in the first six
months of 2003 and the balance has been included in deferred revenue on our
balance sheet at June 30, 2003.

The cash used in investing activities during the first six months of
fiscal 2003 included $3.0 million in respect of an advance license fee under a
ten year license agreement to manage the parking operations at Miller Park in
Milwaukee, Wisconsin. This prepayment is included in other assets and is being
amortized on a straight-line basis over the term of the agreement. We also
received $1.0 million from the San Francisco Giants in early settlement of the
outstanding balance due from them of $1.1 million for their share of the
parking facility development costs. The discount of $0.1 million was expensed
in the first six months of fiscal 2003. The balance was originally to be
recovered from any future participation rent payable to the Giants.

At June 30, 2003, we had $6.0 million of bank debt outstanding. We borrowed
$3.0 million under our credit facility during the first six months of 2003 to
fund the advance license fee for Miller Park. After originally drawing down
$6.9 million on the non-revolving loan facility and using $1.9 million for
outstanding letters of credit, we have $11.2 million remaining of a $20.0
million credit facility with HSBC Canada to fund working capital requirements,
acquisitions and other capital investment opportunities.

In April 2003, under the terms of the acquisition agreement for the purchase of
E-Z Park Company Ltd., LLC in April 2000, we repaid the note payable of $0.5
million, including accrued interest, due to the vendor as deferred
consideration.

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

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

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

Contractual Obligations and Commercial Commitments

With the exception of the $3.0 million of additional bank indebtedness, which
is included in current liabilities, there have been no material changes in our
contractual obligations and commercial commitments as at June 30, 2003 from
those at December 31, 2002, which were disclosed in our Annual Report on Form
10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rates

The Companys primary exposure to market risk consists of changes in interest
rates on cash invested in short-term deposits. Although, as of June 30, 2003,
we did not have any cash invested in short-term deposits, we may take the
opportunity in the future to invest in short-term deposits if interest rates
increase from present levels. Changes in interest rates could impact the
Companys anticipated interest income.

Our bank indebtedness of $6.0 million at June 30, 2003 bears interest at rates
that vary with changes in the London Interbank Offered Rate (LIBOR). Based
on our current borrowing level, a 1% change in LIBOR would impact net earnings
by less than $0.1 million annually.

Foreign Currency Exposure

We operate wholly owned subsidiaries in Canada. Total revenues from Canadian
operations amounted to $21.3 million and $18.8 million for the three months
ended June 30, 2003 and 2002, respectively, and $40.4 million and $36.8 million
for the six months ended June 30, 2003 and 2002, respectively. We intend to
continue to invest in Canadian facilities, and may identify expansion
opportunities in other foreign countries. Our exposure to foreign currency
fluctuations is mitigated as the Canadian dollar revenues are offset by
Canadian dollar operating costs. In limited circumstances we have denominated
Canadian contracts in U.S. dollars to limit currency exposure. Our net
earnings in Canada for the six months ended June 30, 2003 were approximately
$1.0 million, or C$1.5 million translated at the average exchange rate for the
period of C$1.00 = US$0.69. If the exchange rate used for the six months ended
June 30, 2003 had been US$0.66 instead of US$0.69, the effect would be to
decrease our net earnings by less than $0.1 million. Presently, we have no
formal hedging programs and have no outstanding derivative contracts. We would
consider implementing a hedging program if such risk materially increases.

ITEM 4. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as
amended (the Exchange Act), the Companys management conducted an evaluation
with the participation of the Companys Chief Executive Officer and Chief
Financial Officer, regarding the effectiveness of the Companys disclosure
controls and procedures, as of the end of the last fiscal quarter. In
designing and evaluating the Companys disclosure controls and procedures, the
Company and its management recognize that any controls and procedures, no
matter how well designed and operated, can provide only a reasonable assurance
of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating and implementing possible controls
and procedures. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that they believe the Companys disclosure
controls and procedures are reasonably effective to ensure that information
required to be disclosed by the Company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods

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specified in the Securities and Exchange Commissions rules and forms. We
intend to continue to review and document our disclosure controls and
procedures, including our internal controls and procedures for financial
reporting, and we may from time to time make changes to the disclosure controls
and procedures to enhance their effectiveness and to ensure that our systems
evolve with our business.

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PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The provision of services to the public entails an inherent risk of liability.
We are engaged from time to time in routine litigation incidental to our
business. Other than cases involving Sterling Parking Ltd. and the City of
Calgary in Calgary, Alberta, described below, there is no legal proceeding to
which we are a party which, if decided adversely we anticipate could have a
material adverse effect on our results of operation or financial condition. We
attempt to disclaim liability for personal injury in facilities we operate. We
also carry liability insurance that we believe meets or exceeds industry
standards as determined by our landlords. We can provide no assurances,
however, that any future legal proceedings (including any related judgments,
settlements or costs) will not have a material adverse effect on our financial
condition, liquidity or results of operations. Apart from developments in the
Eau Claire Market lawsuit and in the City of Calgary business tax matter, which
are discussed below, there has been no material change in the status of the
litigation described below since our quarterly report on Form 10-Q for the
quarter ended March 31, 2003.

A lawsuit involving the Eau Claire Market in Calgary, Alberta was filed in the
Queens Bench of Alberta on August 20, 1998. It involved 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 asserted that it did not receive full disclosure of the terms of
the Impark Canada lease. The plaintiff claimed that, as a result, it was
entitled to priority over Impark Canadas lease and to possession of the
property. A trial had been scheduled to begin on June 16, 2003. However, the
lawsuit was settled by the parties prior to that date. The specific terms of
the settlement are confidential, but no amounts are payable to the landlord as
a result of this settlement. We also negotiated a ten year extension to our
lease agreement with the landlord, effective January 1, 2004. To obtain this
extension, we were required to make a one-time advance rent payment of $0.4
million (C$0.6 million) on July 1, 2003. The settlement does not include an
admission of liability by any party to the lawsuit. Because it is now settled,
this litigation will no longer be discussed in future public disclosure by the
Company.

Impark Canada is a defendant in a lawsuit brought by Newcourt Financial Ltd.
(Newcourt) as the assignee of Oracle Corporation Canada Inc. (Oracle). The
suit was filed in Ontario Superior Court on September 11, 1999. The
co-defendant is First Union Management, Inc. (FUMI). At the time of the
material events alleged in the lawsuit, FUMI was an affiliate of Impark Canada.
The lawsuit alleges that Impark Canada and FUMI owe approximately $825,000
under a software licence and services agreement, plus interest and legal costs.
We believe the claim is largely without merit. In response to the claim, Impark
Canada and FUMI commenced their own action in British Columbia on November 12,
1999, seeking a declaration that no amounts are owing to either Newcourt or
Oracle under the license and services agreement. The Ontario lawsuit has been
stayed pending the resolution of the B.C. action. The B.C. action is in
pre-trial proceedings. No trial date has been scheduled. First Union Real
Estate Equity and Mortgage Investments (FUR) has agreed in writing to
indemnify Impark Canada with respect to all liabilities and damages that may be
incurred by Impark with respect to this claim. FUR is an affiliate of FUMI and
is publicly listed on the New York Stock Exchange.

Impark Canada is a defendant in a lawsuit brought by Sterling Parking Ltd.,
which was filed April 3, 2001 in the Queens Bench of Alberta. The suit
involves an alleged breach by Impark Canada of a confidentiality agreement
entered into with Sterling in October 2000 relating to the potential management
by Impark Canada of certain Sterling lots in Calgary. The agreement prohibited
Impark Canada from bidding on any Sterling lots while negotiations of such
transaction were underway. During negotiations, Impark Canada successfully bid
on two Sterling lots. The proposed transaction with Sterling was not completed.
Sterling claims in the lawsuit that Impark Canada wrongfully bid on the two
lots and an additional three lots, as well as improperly used Sterling
confidential information, all in breach of the confidentiality agreement. The
total damages claimed by Sterling are approximately $7.9 million (C$11.6
million). The lawsuit is in pre-trial proceedings. No trial date has been set.
We believe that Sterlings allegations are largely without merit and that the
amount of damages claimed is far in excess of the actual damages suffered by
Sterling, if any. We have accrued at June 30, 2003 our best estimate of costs
related to this action; however; any damages awarded against Impark Canada in
excess of this amount could have a material effect on our financial position
and results of operation.

Impark Canada commenced a lawsuit against the City of Calgary in Alberta,
Canada in the Queens Bench of Alberta on April 12, 2001. The City of Calgary
had earlier passed a business tax bylaw in 2001 imposing a revised method for
calculating the business tax payable by commercial parking lot operators in
that city. The new bylaw imposes a business tax on the basis of the square
footage of the premises leased or operated, as opposed to the historical method
of assessing business taxes on the basis of rent paid by the lessee. Impark
Canada is applying for a court ruling that the 2001 bylaw is

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void for vagueness or that it is invalid because of its discriminatory effect.
Impark Canada is also appealing the increased business taxes through the
government assessment review process. We were unsuccessful in our first stage
of appeal of the 2001 business taxes at the Calgary City Assessment Review
Board (ARB) and again at our second stage of appeal at the Alberta Municipal
Government Board (MGB). In February 2002, the City of Calgary passed a 2002
Business Tax Bylaw, which approximately tripled the business tax for Impark
operations in Calgary for the 2002 calendar year to approximately $1.0 million
(C$1.4 million). We were unsuccessful in our first stage of appeal of the 2002
business taxes at the ARB and appealed this decision to the MGB in November
2002. The MGB released its decision in July 2003 and determined that the
assessment method used by the City in 2002 was not assessed fairly in that
year. If the City does not appeal this decision of the MGB, Impark Canada will
be entitled to a refund of a substantial portion of the assessed taxes for
2002. We are still determining the impact, if any, of this decision upon
amounts paid to the City in 2001 and 2003 as well. In February 2003, the City
of Calgary passed a 2003 Business Tax Bylaw, which imposed the same rate and
assessment method of business tax for Impark operations in Calgary for the 2003
calendar year as was used in 2002, at an amount of approximately $0.9 million
(C$1.3 million). We have filed an appeal of the 2003 business taxes with the
ARB. We have amended our lawsuit against the City of Calgary to include the
2002 and 2003 assessments. The lawsuit is currently in pre-trial proceedings
and no trial date has been set. We believe that the Citys 2001, 2002 and 2003
business tax bylaws are void and invalid. With respect to the 2001 business
tax assessment, 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. With respect to
the 2002 business tax assessment, if the City appeals the July 2003 decision of
the MGB and we are unsuccessful in defending the appeal, and if we are
unsuccessful in our lawsuit against the City of Calgary, we will be required to
pay the full amount of the 2002 assessment, currently $1.0 million, for which
we have fully accrued such amount at June 30, 2003. With respect to the 2003
business tax assessment, if we are unsuccessful in appealing the assessment and
if we are unsuccessful in our lawsuit against the City of Calgary, we will be
required to pay the full amount of the 2003 assessment, currently $0.9 million,
for which we have accrued the proportionate amount for the year at June 30,
2003.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

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

ITEM 5. OTHER INFORMATION

None.

19



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##### 



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  List of Exhibits



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

Index to Exhibits

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

20



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##### 



|            |  |                                                                                                                                                                      
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                          
|            |  |                                                                                                                                                                      
|31.1*       |  | Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934 (Attached herewith)                                       
|31.2*       |  | Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934 (Attached herewith)                                       
|32.1*       |  | Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Attached herewith)
|32.2*       |  | Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (Attached herewith)

(b)  Reports on Form 8-K



| |                                                                                     
| | ------------------------------------------------------------------------------------
| | The following reports were filed on Form 8-K during the quarter ended June
30, 2003.



| |                                                                                
| | -------------------------------------------------------------------------------
| | April 3, 2003  Item 5. Other Events  Announcement of stock repurchase program
| | May 13, 2003  Item 5. Other Events  Announcement of first quarter earnings   
| | May 15, 2003  Item 5. Other Events  Adoption of shareholder rights plan      
| | May 27, 2003  Item 5. Other Events  Expiration of standstill agreement       

21



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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: August 12, 2003 |  | /s/ J. Bruce NewsomeJ. Bruce Newsome
Chief Financial Officer
(Authorized officer)

22