##### Table of Contents



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 September 30, 2002
|  |  |                                                                                                                                      
|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
(Exact name of registrant as specified in its charter)

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



---

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


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

|    |  |   |  |    |  |  
|--- |  | - |  | -- |  | -
|Yes |  | x |  | No |  | o

The number of shares outstanding of each of the registrants classes of common
stock, as of November 5, 2002 was 1,821,889.

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TABLE OF CONTENTS



|                                                                           |                                                                                               |  |  |  |  |  |  | 
|-------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Consolidated Balance Sheets                                               
|Consolidated Statements of Operations                                     
|Consolidated Statement of Stockholders Equity                            
|Consolidated Statements of Cash Flows                                     
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                
|                                                                           | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                                           | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                            
|                                                                           | ITEM 4. CONTROLS AND PROCEDURES.                                                             
|                                                                           | PART II  OTHER INFORMATION                                                                  
|                                                                           | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                                                                           | ITEM 2. CHANGES IN SECURITIES                                                                
|                                                                           | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                      
|                                                                           | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS                                  
|                                                                           | ITEM 5. OTHER INFORMATION                                                                    
|                                                                           | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                                                
|CERTIFICATION PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002



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##### Table of Contents



INDEX
IMPERIAL PARKING CORPORATION

|               |                                  |                                                                                       |  |  |    |      |    | 
|-------------- | -------------------------------- | ------------------------------------------------------------------------------------- |  |  | -- | ---- | -- | 
|               |                                  |                                                                                       |  |  |    | Page
|PART I.        | FINANCIAL INFORMATION            |                                                                                       |  |  |   
|Item 1.        | Financial Statements (Unaudited) |                                                                                       |  |  |   
|               |                                  | Consolidated
balance sheets--September 30, 2002 and December 31, 2001                 |  |  | 3  |     
|               |                                  | Consolidated statements of operations                                                 |  |  |    |     
|               |                                  | --three and nine months ended September 30, 2002 and 2001                             |  |  | 4  |     
|               |                                  | Consolidated statement of stockholders' equity                                        |  |  |    |     
|               |                                  | --nine months ended September 30, 2002                                                |  |  | 5  |     
|               |                                  | Consolidated statements of cash flows                                                 |  |  |    |     
|               |                                  | --nine months ended September 30, 2002 and 2001                                       |  |  | 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                                                               |  |  | 17 |     
|PART II.       | OTHER INFORMATION                |                                                                                       |  |  |   
|Item 1.        |                                  | Legal Proceedings                                                                     |  |  | 17 |     
|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                                                      |  |  | 19 |     
|Signatures     |                                  |                                                                                       |  |  |    |      | 21 | 
|Certifications |                                  |                                                                                       |  |  |    |      | 22 | 

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##### Table of Contents






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

|                                      |                                                            |                                                            |                                      |        |        |              |        |             |        |  |  | 
|------------------------------------- | ---------------------------------------------------------- | ---------------------------------------------------------- | ------------------------------------ | ------ | ------ | ------------ | ------ | ----------- | ------ |  |  | 
|                                      |                                                            |                                                            |                                      |        |        | September 30 |        | December 31
|                                      |                                                            |                                                            |                                      |        |        | 2002         |        | 2001       
|                                      |                                                            |                                                            |                                      |        |        |              |        |            
|                                      |                                                            |                                                            |                                      |        |        | (Unaudited)  |        |             |        | 
|                                      |                                                            |                                                            |                                      | ASSETS |        |              |        |             |        |  |  | 
|Current assets:                       |                                                            |                                                            |                                      |        |        |              |        |            
|                                      | Cash and cash equivalents                                  |                                                            | $                                    | 13,303 |        |              | $      | 10,991      |       
|                                      | Accounts receivable                                        |                                                            |                                      | 6,177  |        |              |        | 6,875       |       
|                                      | Current portion of recoverable development costs           |                                                            |                                      | 811    |        |              |        | 880         |       
|                                      | Inventory                                                  |                                                            |                                      | 765    |        |              |        | 781         |       
|                                      | Deposits and prepaid expenses                              |                                                            |                                      | 1,666  |        |              |        | 1,135       |       
|                                      | Deferred income taxes                                      |                                                            |                                      | 1,797  |        |              |        | 2,412       |       
|                                      |                                                            |                                                            |                                      |        |        |              |        |            
|                                      |                                                            | Total current assets                                       |                                      |        | 24,519 |              |        |             | 23,074 | 
|Recoverable development costs         |                                                            |                                                            | 2,585                                |        |        |              | 3,940  |            
|Fixed assets                          |                                                            |                                                            | 14,202                               |        |        |              | 14,661 |            
|Management and lease agreements       |                                                            |                                                            | 891                                  |        |        |              | 336    |            
|Other assets                          |                                                            |                                                            | 4,154                                |        |        |              | 2,975  |            
|Goodwill                              |                                                            |                                                            | 45,009                               |        |        |              | 44,259 |            
|                                      |                                                            |                                                            |                                      |        |        |              |        |            
|                                      |                                                            | $                                                          | 91,360                               |        |        | $            | 89,245 |            
|                                      |                                                            |                                                            |                                      |        |        |              |        |            
|                                      |                                                            |                                                            | LIABILITIES AND STOCKHOLDERS EQUITY |        |        |              |        |             |        |  | 
|Current liabilities:                  |                                                            |                                                            |                                      |        |        |              |        |            
|                                      | Management accounts payable                                |                                                            | $                                    | 7,880  |        |              | $      | 7,288       |       
|                                      | Trade accounts payable and other accrued liabilities       |                                                            |                                      | 3,836  |        |              |        | 5,007       |       
|                                      | Payable to employees and former employees                  |                                                            |                                      | 2,477  |        |              |        | 1,936       |       
|                                      | Sales tax payable                                          |                                                            |                                      | 1,932  |        |              |        | 1,367       |       
|                                      | Bank indebtedness                                          |                                                            |                                      | 3,503  |        |              |        | 3,900       |       
|                                      | Current portion of other long-term liabilities             |                                                            |                                      | 1,204  |        |              |        | 1,204       |       
|                                      | Deferred revenue                                           |                                                            |                                      | 1,843  |        |              |        | 2,081       |       
|                                      |                                                            |                                                            |                                      |        |        |              |        |            
|                                      |                                                            | Total current liabilities                                  |                                      |        | 22,675 |              |        |             | 22,783 | 
|Other long-term liabilities           |                                                            |                                                            | 4,114                                |        |        |              | 4,921  |            
|Deferred income taxes                 |                                                            |                                                            | 3,926                                |        |        |              | 3,280  |            
|                                      |                                                            |                                                            |                                      |        |        |              |        |            
|                                      |                                                            | Total liabilities                                          |                                      |        | 30,715 |              |        |             | 30,984 | 
|Stockholders equity:                 |                                                            |                                                            |                                      |        |        |              |        |            
|                                      | Common stock, $.01 par value; 10,000,000 shares
authorized |                                                            |                                      |        |        |              |        |             |       
|                                      |                                                            | 1,821,889 shares issued and outstanding (2001 
1,818,017) |                                      |        | 18     |              |        |             | 18     | 
|                                      | Additional paid  in capital                               |                                                            |                                      | 60,726 |        |              |        | 60,718      |       
|Retained earnings                     |                                                            |                                                            | 4,007                                |        |        |              | 2,183  |            
|Accumulated other comprehensive loss: |                                                            |                                                            |                                      |        |        |              |        |            
|                                      | Foreign currency translation adjustment                    |                                                            |                                      | (4,106 | )      |              |        | (4,658      | )     
|                                      |                                                            |                                                            |                                      |        |        |              |        |            
|                                      |                                                            | Total stockholders equity                                 |                                      |        | 60,645 |              |        |             | 58,261 | 
|                                      |                                                            |                                                            |                                      |        |        |              |        |            
|                                      |                                                            | $                                                          | 91,360                               |        |        | $            | 89,245 |            
|                                      |                                                            |                                                            |                                      |        |        |              |        |            

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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 |        | Nine months ended
|                            |                                                                  |   |                    |        |                  
|                            |                                                                  |   | September 30       |        | September 30     
|                            |                                                                  |   |                    |        |                  
|                            |                                                                  |   | 2002               |        | 2001              |   | 2002  |        | 2001
|                            |                                                                  |   |                    |        |                   |   |       |        |     
|Revenues                    |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | Parking and management contract                                  |   | $                  | 28,615 |                   |   | $     | 25,211 |      |   | $      | 81,741  |   |   | $      | 65,577 |  
|                            | Reimbursement of management
contract expenses                    |   |                    | 7,528  |                   |   |       | 7,259  |      |   |        | 22,791  |   |   |        | 20,573 |  
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | Total revenues                                                   |   |                    | 36,143 |                   |   |       | 32,470 |      |   |        | 104,532 |   |   |        | 86,150 |  
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|Direct costs                |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | Cost of parking and management
contracts                         |   |                    | 22,583 |                   |   |       | 19,664 |      |   |        | 64,323  |   |   |        | 50,093 |  
|                            | Reimbursed management contract
expenses                          |   |                    | 7,528  |                   |   |       | 7,259  |      |   |        | 22,791  |   |   |        | 20,573 |  
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | Total direct costs                                               |   |                    | 30,111 |                   |   |       | 26,923 |      |   |        | 87,114  |   |   |        | 70,666 |  
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|Gross margin                |                                                                  |   | 6,032              |        |                   |   | 5,547 |        |      |   | 17,418 |         |   |   | 15,484 |       
|Other operating expenses:   |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | General and administrative                                       |   |                    | 3,962  |                   |   |       | 3,839  |      |   |        | 11,833  |   |   |        | 10,510 |  
|                            | Depreciation and amortization of
management and lease agreements |   |                    | 600    |                   |   |       | 624    |      |   |        | 1,733   |   |   |        | 1,742  |  
|                            | Amortization of goodwill                                         |   |                    |       |                   |   |       | 552    |      |   |        |        |   |   |        | 1,665  |  
|                            | Equity share of limited liability
company losses                 |   |                    | 9      |                   |   |       | 37     |      |   |        | 84      |   |   |        | 114    |  
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | Total other operating expenses                                   |   |                    | 4,571  |                   |   |       | 5,052  |      |   |        | 13,650  |   |   |        | 14,031 |  
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|Operating income            |                                                                  |   | 1,461              |        |                   |   | 495   |        |      |   | 3,768  |         |   |   | 1,453  |       
|Other income (expenses)     |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | Interest income                                                  |   |                    | 229    |                   |   |       | 151    |      |   |        | 397     |   |   |        | 455    |  
|                            | Interest expense                                                 |   |                    | (93    | )                 |   |       | (154   | )    |   |        | (323    | ) |   |        | (154   | )
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|Other income (expense), net |                                                                  |   | 136                |        |                   |   | (3    | )      |      |   | 74     |         |   |   | 301    |       
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|Income before income taxes  |                                                                  |   | 1,597              |        |                   |   | 492   |        |      |   | 3,842  |         |   |   | 1,754  |       
|Income tax expense          |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | Current                                                          |   |                    | 76     |                   |   |       | 16     |      |   |        | 308     |   |   |        | 73     |  
|                            | Deferred                                                         |   |                    | 795    |                   |   |       | 184    |      |   |        | 1,710   |   |   |        | 829    |  
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            |                                                                  |   | 871                |        |                   |   | 200   |        |      |   | 2,018  |         |   |   | 902    |       
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|Net income                  |                                                                  | $ | 726                |        |                   | $ | 292   |        |      | $ | 1,824  |         |   | $ | 852    |       
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|Earnings per share:         |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | Basic                                                            |   | $                  | 0.40   |                   |   | $     | 0.16   |      |   | $      | 1.00    |   |   | $      | 0.47   |  
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       
|                            | Diluted                                                          |   | $                  | 0.38   |                   |   | $     | 0.15   |      |   | $      | 0.95    |   |   | $      | 0.46   |  
|                            |                                                                  |   |                    |        |                   |   |       |        |      |   |        |         |   |   |        |       

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##### Table of Contents






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, 2001                        |  |              | 1,818,017 |            |  | $        | 18 |             |  | $          | 60,718 |   |  | $             | 2,183 |  |  | $       | (4,658 | ) |  | $ | 58,261 |   |  |   |       | 
|Net income                                        |  |              |          |            |  |          |   |             |  |            |       |   |  |               | 1,824 |  |  |         |       |   |  |   | 1,824  |   |  |   | 1,824 | 
|Foreign currency translation adjustment in period |  |              |          |            |  |          |   |             |  |            |       |   |  |               |      |  |  |         | 552    |   |  |   | 552    |   |  |   | 552   | 
|Stock based compensation                          |  |              |          |            |  |          |   |             |  |            | (56    | ) |  |               |      |  |  |         |       |   |  |   | (56    | ) |  |   |       | 
|Options exercised                                 |  |              | 3,872     |            |  |          |   |             |  |            | 64     |   |  |               |      |  |  |         |       |   |  |   | 64     |   |  |   |       | 
|                                                  |  |              |           |            |  |          |    |             |  |            |        |   |  |               |       |  |  |         |        |   |  |   |        |   |  |   |       | 
|Total stockholders equity at September 30, 2002  |  |              | 1,821,889 |            |  | $        | 18 |             |  | $          | 60,726 |   |  | $             | 4,007 |  |  | $       | (4,106 | ) |  | $ | 60,645 |   |  |   |       | 
|                                                  |  |              |           |            |  |          |    |             |  |            |        |   |  |               |       |  |  |         |        |   |  |   |        |   |  |   |       | 
|Comprehensive income                              |  |              |           |            |  |          |    |             |  |            |        |   |  |               |       |  |  |         |        |   |  |   |        |   |  | $ | 2,376 | 

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

|                                                                              |                                                                    |                                                          |        |                   |        |      |        |       |        |  
|----------------------------------------------------------------------------- | ------------------------------------------------------------------ | -------------------------------------------------------- | ------ | ----------------- | ------ | ---- | ------ | ----- | ------ | -
|                                                                              |                                                                    |                                                          |        | Nine months Ended
|                                                                              |                                                                    |                                                          |        | September 30     
|                                                                              |                                                                    |                                                          |        |                  
|                                                                              |                                                                    |                                                          |        | 2002              |        | 2001
|                                                                              |                                                                    |                                                          |        |                   |        |     
|Cash
flows from operating activities:                                         |                                                                    |                                                          |        |                   |        |      |        |      
|Net income                                                                    |                                                                    |                                                          | 1,824  |                   |        |      | 852    |      
|Adjustments to reconcile net income to cash provided by operating activities: |                                                                    |                                                          |        |                   |        |      |        |      
|                                                                              | Depreciation and amortization of management and lease agreements   |                                                          |        | 1,733             |        |      |        | 1,742 |       
|                                                                              | Amortization of goodwill                                           |                                                          |        |                  |        |      |        | 1,665 |       
|                                                                              | Recovery of recoverable development costs                          |                                                          |        | 461               |        |      |        | 806   |       
|                                                                              | Equity share of limited liability company losses                   |                                                          |        | 84                |        |      |        | 114   |       
|                                                                              | Stock-based compensation                                           |                                                          |        | (56               | )      |      |        | 516   |       
|                                                                              | Non-cash interest expense                                          |                                                          |        | 91                |        |      |        | 77    |       
|                                                                              | Deferred income taxes                                              |                                                          |        | 1,710             |        |      |        | 829   |       
|                                                                              | Changes in non-cash working capital items, excluding acquisitions: |                                                          |        |                   |        |      |        |       |       
|                                                                              |                                                                    | Restricted cash                                          |        |                   |       |      |        |       | 2,688  |  
|                                                                              |                                                                    | Accounts receivable                                      |        |                   | 1,061  |      |        |       | (164   | )
|                                                                              |                                                                    | Inventory                                                |        |                   | 18     |      |        |       | (19    | )
|                                                                              |                                                                    | Deposits and prepaid expenses                            |        |                   | (540   | )    |        |       | (325   | )
|                                                                              |                                                                    | Management accounts payable                              |        |                   | 572    |      |        |       | 1,311  |  
|                                                                              |                                                                    | Trade accounts payable and other accrued liabilities     |        |                   | (136   | )    |        |       | (312   | )
|                                                                              |                                                                    | Payable to employees and former employees                |        |                   | 533    |      |        |       | (429   | )
|                                                                              |                                                                    | Sales tax payable                                        |        |                   | 559    |      |        |       | 193    |  
|                                                                              |                                                                    | Deferred revenue                                         |        |                   | (241   | )    |        |       | 195    |  
|                                                                              |                                                                    |                                                          |        |                   |        |      |        |      
|                                                                              |                                                                    | Net cash provided by operating activities                |        |                   | 7,673  |      |        |       | 9,739  |  
|                                                                              |                                                                    |                                                          |        |                   |        |      |        |      
|Cash
flows from investing activities                                          |                                                                    |                                                          |        |                   |        |      |        |      
|Purchase of fixed assets                                                      |                                                                    |                                                          | (1,015 | )                 |        |      | (1,794 | )    
|Increase in recoverable development costs                                     |                                                                    |                                                          | (1,491 | )                 |        |      | (185   | )    
|Change in other assets                                                        |                                                                    |                                                          | (63    | )                 |        |      | (502   | )    
|Acquisition of management and lease agreements                                |                                                                    |                                                          | (766   | )                 |        |      |       |      
|Consideration on acquisition of parking business (note 7)                     |                                                                    |                                                          | (1,836 | )                 |        |      | (4,564 | )    
|                                                                              |                                                                    |                                                          |        |                   |        |      |        |      
|                                                                              |                                                                    | Net cash used in investing activities                    |        |                   | (5,171 | )    |        |       | (7,045 | )
|                                                                              |                                                                    |                                                          |        |                   |        |      |        |      
|Cash
flows from financing activities                                          |                                                                    |                                                          |        |                   |        |      |        |      
|Purchase of common shares                                                     |                                                                    |                                                          |       |                   |        |      | (543   | )    
|Exercise of stock options                                                     |                                                                    |                                                          | 64     |                   |        |      | 61     |      
|Change in other liabilities                                                   |                                                                    |                                                          | 163    |                   |        |      | (53    | )    
|Change in bank indebtedness                                                   |                                                                    |                                                          | (397   | )                 |        |      | 3,900  |      
|                                                                              |                                                                    |                                                          |        |                   |        |      |        |      
|                                                                              |                                                                    | Net cash used provided by (used in) financing activities |        |                   | (170   | )    |        |       | 3,365  |  
|                                                                              |                                                                    |                                                          |        |                   |        |      |        |      
|Effect of exchange rate changes on cash and cash equivalents                  |                                                                    |                                                          | (20    | )                 |        |      | (438   | )    
|                                                                              |                                                                    |                                                          |        |                   |        |      |        |      
|Increase in cash and cash equivalents                                         |                                                                    |                                                          | 2,312  |                   |        |      | 5,621  |      
|Cash and cash equivalents, beginning of period                                |                                                                    |                                                          | 10,991 |                   |        |      | 5,615  |      
|                                                                              |                                                                    |                                                          |        |                   |        |      |        |      
|Cash and cash equivalents, end of period                                      |                                                                    | $                                                        | 13,303 |                   |        | $    | 11,236 |      
|                                                                              |                                                                    |                                                          |        |                   |        |      |        |      
|Supplementary information:                                                    |                                                                    |                                                          |        |                   |        |      |        |      
|                                                                              | Interest paid                                                      |                                                          |        | 99                |        |      |        |      |       
|                                                                              | Income taxes paid                                                  |                                                          |        | 335               |        |      |        | 172   |       

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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 September 30, 2002, and for all periods
presented, have been included. These financial statements should be read in
conjunction with the financial statements, and notes thereto, included in
Imparks annual report on Form 10-K for the fiscal year ended December 31,
2001. Except as indicated below, the principles applied in the preparation of
these interim consolidated financial statements are consistent with those
applied in the consolidated financial statements included in the annual report
on Form 10-K. Operating results for the three and nine months ended September
30, 2002 are not necessarily indicative of the results that may by expected for
the fiscal year ending December 31, 2002.

Effective January 1, 2002, the Company adopted the recommendations of the
Financial Accounting Statement No. 142, Goodwill and Other Intangible Assets
(notes 4 and 5).

Effective January 1, 2002, the Company has also adopted the guidelines of the
Financial Accounting Standards Board (FASB) staff announcement in November
2001 regarding reimbursements received for out-of-pocket expenses (subsequently
certified as EITF 01-14). Comparative financial statements for prior periods
have been reclassified to comply with these guidelines (note 3).



|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 September 30
|                           |                                  |   |                                
|                           |                                  |   | 2002                            |     | 2001    
|                           |                                  |   |                                 |     |         
|                           |                                  |   | 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 income                       |   | $                               | 726 |          |  |           | 1,820 |           |   | $        | 0.40  |           |   | $   | 292 |  |  |       | 1,812 |  |   | $    | 0.16  |  
|                           | Effect of dilutive
stock options |   |                                 |    |          |  |           | 80    |           |   |          | (0.02 | )         |   |     |    |  |  |       | 99    |  |   |      | (0.01 | )
|                           |                                  |   |                                 |     |          |  |           |       |           |   |          |       |           |   |     |     |  |  |       |       |  |   |      |      
|Diluted earnings per share |                                  | $ | 726                             |     |          |  | 1,900     |       |           | $ | 0.38     |       |           | $ | 292 |     |  |  | 1,911 |       |  | $ | 0.15 |      
|                           |                                  |   |                                 |     |          |  |           |       |           |   |          |       |           |   |     |     |  |  |       |       |  |   |      |      

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|                           |                                  |   |                                |       |          |  |           |       |           |   |          |       |           |   |     |     |  |  |       |       |  |   |      |       |  
|-------------------------- | -------------------------------- | - | ------------------------------ | ----- | -------- |  | --------- | ----- | --------- | - | -------- | ----- | --------- | - | --- | --- |  |  | ----- | ----- |  | - | ---- | ----- | -
|                           |                                  |   | Nine Months Ended September 30
|                           |                                  |   |                               
|                           |                                  |   | 2002                           |       | 2001    
|                           |                                  |   |                                |       |         
|                           |                                  |   | 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 income                       |   | $                              | 1,824 |          |  |           | 1,822 |           |   | $        | 1.00  |           |   | $   | 852 |  |  |       | 1,816 |  |   | $    | 0.47  |  
|                           | Effect of dilutive
stock options |   |                                |      |          |  |           | 95    |           |   |          | (0.05 | )         |   |     |    |  |  |       | 36    |  |   |      | (0.01 | )
|                           |                                  |   |                                |       |          |  |           |       |           |   |          |       |           |   |     |     |  |  |       |       |  |   |      |      
|Diluted earnings per share |                                  | $ | 1,824                          |       |          |  | 1,917     |       |           | $ | 0.95     |       |           | $ | 852 |     |  |  | 1,852 |       |  | $ | 0.46 |      
|                           |                                  |   |                                |       |          |  |           |       |           |   |          |       |           |   |     |     |  |  |       |       |  |   |      |      



|3. |  | REVENUE
|-- |  | -------

In response to a FASB staff announcement in November 2001, the Company has
recorded the reimbursement of costs incurred on behalf of managed parking
facilities as revenue from reimbursement of management contract expenses, and
the costs incurred on behalf of the owners of managed parking facilities as
reimbursed management contract expenses. These costs relate primarily to
payroll and other operating costs of managed parking facilities where the
Company is the manager of the facility. Comparative financial statements for
prior periods have been reclassified to conform with the presentation in the
2002 financial statements.



|4. |  | GOODWILL
|-- |  | --------

In June 2001, the FASB issued SFAS No.141, Business Combinations, and SFAS
No.142, Goodwill and Other Intangible Assets. SFAS No.141 specifies criteria
that intangible assets acquired in a business combination must meet to be
recognized and reported separately from goodwill. SFAS No.142 requires, in
part, that recorded goodwill be tested at least annually for impairment rather
than being amortized over the estimated useful life of the underlying business.
The Company adopted the provisions of SFAS No.141 as of July 1, 2001, and SFAS
No.142 effective January 1, 2002. Goodwill acquired in a purchase business
combination completed after June 30, 2001, but before SFAS No.142 was adopted
in full, was not amortized. Goodwill acquired in business combinations
completed before July 1, 2001 continued to be amortized and tested for
impairment prior to the full adoption of SFAS No.142. Accordingly, amortization
of all goodwill ceased as of January 1, 2002. Upon adoption of SFAS No.142, the
Company evaluated its existing intangible assets and goodwill that were
acquired in purchase business combinations, and considered whether any
necessary reclassifications were required in order to conform with the new
classification criteria in SFAS No.141 for recognition separate from goodwill.
No such reclassifications were required.

In connection with the transitional goodwill impairment evaluation, SFAS No.142
requires the Company to perform an assessment of whether there is an indication
that goodwill is impaired as of the date of adoption. To accomplish this the
Company must identify its reporting units and determine the carrying value of
each reporting unit by assigning the assets and liabilities, including the
existing goodwill and intangible assets, to those reporting units as of the
date of adoption. As a result of this process, the Company has identified
reporting units by geographical operations for Canada and the United States.
Within the United States, separate reporting units have been identified based
on operational characteristics and, as they are one level below an operating
segment, discrete financial information exists and segment management directly
reviews these units. The Company has determined the fair value of its reporting
units and compared them to each reporting units carrying amount. As the fair
value of each of the companys reporting units exceeded their carrying value,
there was no indication that any reporting units goodwill was impaired.
Therefore the Company was not required to perform the second step of the
transitional impairment test. The Company will complete an annual test of
impairment in the book value of goodwill on November 30 of each fiscal year,
commencing in 2002.

As of September 30, 2002, the Companys unamortized goodwill amounted to $45.0
million. The effects of adoption of SFAS No.142 on results of operations for
the three and nine months ended September 30, 2002 and 2001 are as follows (in
thousands, except per share data):

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|                                |                               |   |                                 |      |                                |   |      |      |      |   |       |      |  |   |       |      | 
|------------------------------- | ----------------------------- | - | ------------------------------- | ---- | ------------------------------ | - | ---- | ---- | ---- | - | ----- | ---- |  | - | ----- | ---- | 
|                                |                               |   | Three Months Ended September 30 |      | Nine months Ended September 30
|                                |                               |   |                                 |      |                               
|                                |                               |   | 2002                            |      | 2001                           |   | 2002 |      | 2001
|                                |                               |   |                                 |      |                                |   |      |      |     
|Reported net income             |                               | $ | 726                             |      |                                | $ | 292  |      |      | $ | 1,824 |      |  | $ | 852   |     
|Add back: Goodwill amortization |                               |   |                                |      |                                |   | 552  |      |      |   |      |      |  |   | 1,665 |     
|                                |                               |   |                                 |      |                                |   |      |      |      |   |       |      |  |   |       |     
|Adjusted net income             |                               | $ | 726                             |      |                                | $ | 844  |      |      | $ | 1,824 |      |  | $ | 2,517 |     
|                                |                               |   |                                 |      |                                |   |      |      |      |   |       |      |  |   |       |     
|Basic earnings per share:       |                               |   |                                 |      |                                |   |      |      |      |   |       |      |  |   |       |     
|                                | Reported net income           |   | $                               | 0.40 |                                |   | $    | 0.16 |      |   | $     | 1.00 |  |   | $     | 0.47 | 
|                                | Goodwill amortization         |   |                                 |     |                                |   |      | 0.31 |      |   |       |     |  |   |       | 0.92 | 
|                                |                               |   |                                 |      |                                |   |      |      |      |   |       |      |  |   |       |     
|                                | Adjusted net income per share |   | $                               | 0.40 |                                |   | $    | 0.47 |      |   | $     | 1.00 |  |   | $     | 1.39 | 
|                                |                               |   |                                 |      |                                |   |      |      |      |   |       |      |  |   |       |     
|Diluted earnings per share:     |                               |   |                                 |      |                                |   |      |      |      |   |       |      |  |   |       |     
|                                | Reported net income           |   | $                               | 0.38 |                                |   | $    | 0.15 |      |   | $     | 0.95 |  |   | $     | 0.46 | 
|                                | Goodwill amortization         |   |                                 |     |                                |   |      | 0.29 |      |   |       |     |  |   |       | 0.90 | 
|                                |                               |   |                                 |      |                                |   |      |      |      |   |       |      |  |   |       |     
|Adjusted net income per share   |                               | $ | 0.38                            |      |                                | $ | 0.44 |      |      | $ | 0.95  |      |  | $ | 1.36  |     
|                                |                               |   |                                 |      |                                |   |      |      |      |   |       |      |  |   |       |     

The changes in the carrying amount of goodwill for the nine months ended
September 30, 2002 is as follows:

|                                                                     |  |        |        |      |  |       |       |  |  |   |        | 
|-------------------------------------------------------------------- |  | ------ | ------ | ---- |  | ----- | ----- |  |  | - | ------ | 
|                                                                     |  | Canada |        | U.S. |  | Total
|                                                                     |  |        |        |      |  |      
|Balances as at December 31, 2001                                     |  | $      | 35,591 |      |  | $     | 8,668 |  |  | $ | 44,259 | 
|Additional consideration on
acquisition of parking business
(note 7) |  |        |       |      |  |       | 632   |  |  |   | 632    | 
|Effect of foreign currency                                           |  |        | 118    |      |  |       |      |  |  |   | 118    | 
|                                                                     |  |        |        |      |  |       |       |  |  |   |        | 
|Goodwill as at September 30, 2002                                    |  | $      | 35,709 |      |  | $     | 9,300 |  |  | $ | 45,009 | 
|                                                                     |  |        |        |      |  |       |       |  |  |   |        | 



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

|                         |  |                    |        |                   |  |   |       |  
|------------------------ |  | ------------------ | ------ | ----------------- |  | - | ----- | -
|                         |  | September 30, 2002 |        | December 31, 2001
|                         |  |                    |        |                  
|Cost                     |  | $                  | 1,916  |                   |  | $ | 1,140 |  
|Accumulated amortization |  |                    | (1,025 | )                 |  |   | (804  | )
|                         |  |                    |        |                   |  |   |       |  
|                         |  | $                  | 891    |                   |  | $ | 336   |  
|                         |  |                    |        |                   |  |   |       |  

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|6. |  | BUSINESS SEGMENTS
|-- |  | -----------------

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

|                                              |  |                                 |        |      |  |       |        |        |  |      |        |       |  |   |        |  |  |   |        |   |  |   |        | 
|--------------------------------------------- |  | ------------------------------- | ------ | ---- |  | ----- | ------ | ------ |  | ---- | ------ | ----- |  | - | ------ |  |  | - | ------ | - |  | - | ------ | 
|                                              |  | Three Months Ended September 30
|                                              |  |                                
|                                              |  | 2002                            |        | 2001
|                                              |  |                                 |        |     
|                                              |  | Canada                          |        | U.S. |  | Total |        | Canada |  | U.S. |        | Total
|                                              |  |                                 |        |      |  |       |        |        |  |      |        |      
|Revenue (excluding
reimbursement of
expenses) |  | $                               | 13,264 |      |  | $     | 15,351 |        |  | $    | 28,615 |       |  | $ | 13,163 |  |  | $ | 12,048 |   |  | $ | 25,211 | 
|Total revenue                                 |  |                                 | 18,634 |      |  |       | 17,509 |        |  |      | 36,143 |       |  |   | 18,427 |  |  |   | 14,043 |   |  |   | 32,470 | 
|Depreciation and
amortization                 |  |                                 | 317    |      |  |       | 283    |        |  |      | 600    |       |  |   | 936    |  |  |   | 240    |   |  |   | 1,176  | 
|Operating income (loss)                       |  |                                 | 1,706  |      |  |       | (245   | )      |  |      | 1,461  |       |  |   | 644    |  |  |   | (149   | ) |  |   | 495    | 
|Income tax expense                            |  |                                 | 645    |      |  |       | 226    |        |  |      | 871    |       |  |   | 94     |  |  |   | 106    |   |  |   | 200    | 
|Goodwill                                      |  |                                 | 35,709 |      |  |       | 9,300  |        |  |      | 45,009 |       |  |   | 36,360 |  |  |   | 8,698  |   |  |   | 45,058 | 
|Long-lived assets                             |  |                                 | 13,749 |      |  |       | 5,498  |        |  |      | 19,247 |       |  |   | 14,801 |  |  |   | 3,108  |   |  |   | 17,909 | 
|Total assets                                  |  |                                 | 59,985 |      |  |       | 31,375 |        |  |      | 91,360 |       |  |   | 62,730 |  |  |   | 27,057 |   |  |   | 89,787 | 

|                                              |  |                                |        |      |  |       |        |        |  |      |         |       |  |   |        |  |  |   |        |   |  |   |        | 
|--------------------------------------------- |  | ------------------------------ | ------ | ---- |  | ----- | ------ | ------ |  | ---- | ------- | ----- |  | - | ------ |  |  | - | ------ | - |  | - | ------ | 
|                                              |  | Nine Months Ended September 30
|                                              |  |                               
|                                              |  | 2002                           |        | 2001
|                                              |  |                                |        |     
|                                              |  | Canada                         |        | U.S. |  | Total |        | Canada |  | U.S. |         | Total
|                                              |  |                                |        |      |  |       |        |        |  |      |         |      
|Revenue (excluding reimbursement of
expenses) |  | $                              | 39,316 |      |  | $     | 42,425 |        |  | $    | 81,741  |       |  | $ | 40,322 |  |  | $ | 25,255 |   |  | $ | 65,577 | 
|Total revenue                                 |  |                                | 55,392 |      |  |       | 49,140 |        |  |      | 104,532 |       |  |   | 56,667 |  |  |   | 29,483 |   |  |   | 86,150 | 
|Depreciation and amortization                 |  |                                | 906    |      |  |       | 827    |        |  |      | 1,733   |       |  |   | 2,789  |  |  |   | 618    |   |  |   | 3,407  | 
|Operating income (loss)                       |  |                                | 5,160  |      |  |       | (1,392 | )      |  |      | 3,768   |       |  |   | 2,793  |  |  |   | (1,340 | ) |  |   | 1,453  | 
|Income tax expense (recovery)                 |  |                                | 1,789  |      |  |       | 229    |        |  |      | 2,018   |       |  |   | 1,222  |  |  |   | (320   | ) |  |   | 902    | 
|Goodwill                                      |  |                                | 35,709 |      |  |       | 9,300  |        |  |      | 45,009  |       |  |   | 36,360 |  |  |   | 8,698  |   |  |   | 45,058 | 
|Long-lived assets                             |  |                                | 13,749 |      |  |       | 5,498  |        |  |      | 19,247  |       |  |   | 14,801 |  |  |   | 3,108  |   |  |   | 17,909 | 
|Total assets                                  |  |                                | 59,985 |      |  |       | 31,375 |        |  |      | 91,360  |       |  |   | 62,730 |  |  |   | 27,057 |   |  |   | 89,787 | 



|7. |  | ACQUISITION OF PARKING BUSINESS
|-- |  | -------------------------------

During the nine months ended September 30, 2002, the Company paid additional
consideration of $1.8 million, including expenses, related to the acquisition
of DLC Management Group, Inc. in 2001. $1.2 million of this amount was accrued
in other long-term liabilities at the time of acquisition with the remainder of
$0.6 million of the contingent payment recorded during the nine months ended
September 30, 2002.



|8. |  | CONTINGENCIES
|-- |  | -------------

The Company is the defendant in a lawsuit filed by Sterling Parking Ltd.
(Sterling) in April 2001. Sterling is claiming damages of $7.3 million
(Canadian $11.6 million) as a result of a failed agreement to manage certain of
Sterlings locations by Impark. The Company believes that the claim is largely
without merit and, regardless, the amount claimed is excessive. The Company
will defend itself against the claim. The Company has accrued at September 30,
2002 its best

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estimate of the costs related to this action, but in the event the Company is
unsuccessful, any damages awarded to Sterling in excess of this amount could
have a material effect on our financial position or results of operations.

In February 2002, the City of Calgary passed a 2002 Business Tax Bylaw, which
approximately tripled the business tax for the Companys operations in Calgary
for the 2002 calendar year to approximately $0.9 million (Canadian $1.5
million). The Company is appealing the assessment through the assessment review
process and also applying for a court ruling that the bylaw is void or invalid.
If the Company is unsuccessful in appealing the tax assessments, and if it is
unsuccessful in the lawsuit against the City of Calgary, the Company would be
required to pay the full amount of the 2002 assessment. The Company has
recorded in these financial statements its best estimate of the amount
eventually payable. Payment of the full amount would have a material impact on
the Companys results of operations.




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

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

This report includes various forward-looking statements regarding the Company
that are subject to risks and uncertainties, including, without limitation, the
factors set forth below and under the caption Certain Factors Affecting Future
Operating Results in the Managements Discussion and Analysis of Financial
Condition and Results of Operations section in the Companys Annual Report on
Form 10-K for the year ended December 31, 2001. Forward-looking statements
include, but are not limited to, discussions regarding the Companys operating
strategy, growth strategy, acquisition strategy, cost savings initiatives,
industry, economic conditions, financial condition, liquidity and capital
resources and results of operations. Such statements include, but are not
limited to, statements preceded by, followed by or that otherwise include the
words believes, expects, anticipates, intends, estimates or similar
expressions. For those statements, the Company claims the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.

The following important factors, in addition to those discussed elsewhere in
this report, the Companys Annual Report on Form 10-K for the year ended
December 31, 2001 and the documents which are incorporated herein by reference,
could affect the future financial results of the Company and could cause actual
results to differ materially from those expressed in forward-looking statements
contained or incorporated by reference in this document:



| |  | successfully integrating past and future acquisitions in light of
challenges in retaining key employees, synchronizing business processes
and efficiently integrating facilities, marketing, and operations;                                                                                                                                                                          
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | successful implementation of the Companys operating and growth strategy,
including possible strategic acquisitions;                                                                                                                                                                                                                                                                  
| 
| |  | 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.                                                                                                                                                                                     



As we noted in our Form 10-K for the year ended December 31, 2001, changes in
personal privacy or freedom of information legislation at the federal, state or
provincial level could harm our business by making collections more difficult
or costly. In Alberta, Canada parking companies currently have access to motor
vehicle records to determine the registered owners of vehicles with outstanding unpaid violations. We use such
information to assist in collecting unpaid


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parking violations. During the third quarter of 2002, a committee of the provincial government of Alberta
considered a recommendation to amend existing legislation that would deny
parking companies access to such information. If the committee makes such
recommendation and the Alberta legislature accepts such recommendation, it
could adversely impact our collection efforts and reduce the revenue we earn
from parking violations in Alberta, Canada.

Further potential changes in government legislation that could have an adverse
effect on our business include the current desire of the federal government of
Canada to ratify the Kyoto Protocol. The Kyoto Protocols aim is to reduce
greenhouse gases, and vehicle emissions are a contributing cause of these
gases. Ratification may lead to new laws and regulations that increase
vehicle-related taxes or fees, thereby reducing the volume or frequency of cars
and vehicles being driven which would hurt our business.

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 notes 3 and 4 of the 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), recoverable development costs, 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.

OVERVIEW

We operate parking facilities under three types of arrangements: leases, fee
ownership and management contracts. Revenues (excluding reimbursement of
expenses) consist of parking revenues from leased and owned facilities, and
revenues earned in accordance with the terms of management contracts. Direct
costs (excluding reimbursed expenses) 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 (excluding reimbursement of expenses) earned from each type of
arrangement for the quarter and the number of facilities operated as at the end
of each quarter, are as follows:

|        |  |                      |       |                    |  |                    |       |      |  |         |        |      |  |   |        |  |  |   |        |  |  |   |        | 
|------- |  | -------------------- | ----- | ------------------ |  | ------------------ | ----- | ---- |  | ------- | ------ | ---- |  | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|        |  |                      |       |                    |  |                    |       |      |  | Revenue
|        |  |                      |       |                    |  |                    |       |      |  |        
|        |  | # of locations as at |       | Three months       |  | Nine months       
|        |  | September 30         |       | ended September 30 |  | ended September 30
|        |  |                      |       |                    |  |                   
|        |  | 2002                 |       | 2001               |  | 2002               |       | 2001 |  | 2002    |        | 2001
|        |  |                      |       |                    |  |                    |       |      |  |         |        |     
|Leased  |  |                      | 569   |                    |  |                    | 553   |      |  | $       | 23,221 |      |  | $ | 19,756 |  |  | $ | 65,217 |  |  | $ | 55,033 | 
|Managed |  |                      | 1,047 |                    |  |                    | 1,013 |      |  |         | 4,990  |      |  |   | 5,023  |  |  |   | 15,266 |  |  |   | 9,299  | 
|Owned   |  |                      | 15    |                    |  |                    | 15    |      |  |         | 404    |      |  |   | 432    |  |  |   | 1,258  |  |  |   | 1,245  | 
|        |  |                      |       |                    |  |                    |       |      |  |         |        |      |  |   |        |  |  |   |        |  |  |   |        | 
|        |  |                      | 1,631 |                    |  |                    | 1,581 |      |  | $       | 28,615 |      |  | $ | 25,211 |  |  | $ | 81,741 |  |  | $ | 65,577 | 
|        |  |                      |       |                    |  |                    |       |      |  |         |        |      |  |   |        |  |  |   |        |  |  |   |        | 

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THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2001

Total revenues (excluding reimbursement of expenses) for the third quarter of
fiscal 2002 increased $3.4 million, or 13.5%, to $28.6 million from $25.2
million for the third quarter of fiscal 2001. The increase was due largely to
adding new leased facilities in new cities in the U.S.

Revenues from leased facilities for the third quarter of fiscal 2002 increased
to $23.2 million from $19.8 million in the third quarter of fiscal 2001, an
increase of $3.4 million, or 17.4%. There was an increase of $3.3 million in
the United States as a result of starting operations in Atlanta (August 2001)
and Chicago (November 2001) and seven more baseball games in San Francisco in
the third quarter of 2002 compared to the same period in 2001. In addition,
there was a $0.1 million increase in leased revenue in Canada.

The potential disruption to scheduled baseball games from a players strike in
the third quarter of fiscal 2002 was avoided with a four year collective
bargaining agreement reached during the quarter between baseball team owners
and players.

Management contract revenues for the third quarter of fiscal 2002 remained
consistent with 2001 at $5.0 million

Direct costs (excluding reimbursed expenses) in the third quarter of 2002
increased to $22.6 million from $19.7 million in the third quarter of 2001, an
increase of $2.9 million, or 14.8%. Of the increase in direct costs, $2.4
million was attributable to higher rent expense and $0.5 million to other
directs costs. Rent expense increased $2.4 million, or 19.4%, from $12.5
million for the third quarter of 2001 to $14.9 million for the third quarter of
2002. Rent as a percentage of leased revenues, increased to 64.0% in the third
quarter of 2002 from 63.0% in the same quarter of 2001. The increase is due to
many of the leases in the U.S. being in the first or second year of their
terms. As we continue to operate these leased facilities, we would expect
growth in revenue to exceed any growth in rent and, therefore, rent as a
percentage of revenues would decline. The increase in other direct costs of
$0.5 million, or 7.0%, from $7.2 million to $7.7 million, is due to the
increase in leased revenues, and includes the effect of reduced amortization of
development costs of $0.2 million as a result of recovering a portion of these
costs from the San Francisco Giants baseball team (the Giants). During the
third quarter of fiscal 2002, we signed a letter of understanding with the
Giants regarding their share of total development costs for the parking
facilities surrounding the Giants baseball stadium. This recovery reduces our
recorded development costs, which are being amortized over the terms of the
corresponding parking lot lease agreements. We applied the recovery
retroactively to the start of the agreements in 2000, which resulted in a
reduction of $0.2 million in amortization expense, included in direct costs,
for the third quarter of fiscal 2002. We believe that the impact of this
settlement on the results of future periods will not be significant. Direct
costs as a percentage of revenues (excluding reimbursement of expenses)
increased to 78.9% in the third quarter of fiscal 2002 from 78.0% in the third
quarter of fiscal 2001.

We are appealing our 2002 business tax assessment for our operations in
Calgary, Alberta. We have also applied for a court ruling that the applicable
business tax bylaw is 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. We have accrued at September 30, 2002 the
proportionate amount for the year of our estimate of the amount we consider to
be eventually payable for 2002. Payment of the full amount assessed would have
a materially adverse impact on our results of operations and cash flows through
increased direct costs. We have provided further details of this issue in this
quarterly report in Part II, Item 1  Legal Proceedings.

General and administrative expenses increased $0.1 million, or 3.3%, from $3.8
million for the third quarter of fiscal 2001 to $3.9 million for the third
quarter of fiscal 2002. General and administrative expenses, as a percentage
of total revenues (excluding reimbursement of expenses), decreased to 13.9% for
the third quarter of fiscal 2002 compared to 15.2 % for the third quarter of
fiscal 2001.

There was no amortization of goodwill in the third quarter of fiscal 2002,
compared to $0.6 million for the third quarter of fiscal 2001. This is a
result of adopting Financial Accounting Statement No. 142, which does not
permit amortization of goodwill, but requires goodwill to be reviewed annually
for any impairment in value. On adopting SFAS No. 142, an initial test for
impairment in the book value of goodwill is required as at the date of
adoption, January 1, 2002. During the third quarter of 2002, we completed the
process of determining the fair value of each of our reporting units and
comparing that to their carrying values. We concluded from this initial test
that the fair market value of each of our units exceeded their carrying values,
and no further work was required to test for impairment in the book value of
goodwill at January 1, 2002. We will complete an annual test for impairment in
the book value of goodwill as of November 30 of each fiscal year, commencing
with fiscal 2002.

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Interest income increased $0.1 million from $0.1 million for the third quarter
of fiscal 2001 to $0.2 million for the third quarter of fiscal 2002 due to $0.1
million of interest income earned by us in funding the portion of the
development costs of the parking at the Giants baseball stadium that is
recoverable from the Giants. We are entitled to recover interest on any unpaid
balance. The estimated non-current balance due from the Giants is included in
other assets, and the current portion in accounts receivable, and will be
repaid by applying any participation rent due to the Giants under the related
parking lot leases with a lump sum payment at the end of the lease term for any
amounts not paid. The interest income from the Giants that we recorded in the
third quarter of fiscal 2002 covered the period for the two years ended
September 30, 2002. We had not previously accrued any interest income due to
the uncertainty of the final amount of the development costs and the Giants
share thereof. Interest expense of $0.1 million was incurred in the third
quarter of both fiscal 2001 and 2002 on the bank and other indebtedness to
finance the DLC acquisition.

Income tax expense for fiscal 2002 includes our current tax liability for
capital and state taxes, and a deferred tax expense as we utilize our
previously recognized benefits of net operating losses for tax purposes in
Canada. The deferred tax expense has been reduced by a deferred tax recovery
for operating losses in the U.S. for fiscal 2002. The effect of offsetting
losses in the U.S. at lower tax rates against profits in Canada at higher tax
rates is to increase the effective tax rate for accounting purposes to 56% on a
consolidated basis for the third quarter of fiscal 2002. 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. Accordingly, the
tax benefit of the Canadian losses we expect to realize in the next twelve
months, which is disclosed as a current asset on our balance sheet at September
30, 2002, has decreased from the balance at December 31, 2001.

The net income for the third quarter of 2002 was $0.7 million  an increase of
$0.4 million from the third quarter earnings in 2001 of $0.3 million. This
increase is primarily due to higher gross margin of $0.5 million;
discontinuation of goodwill amortization of $0.6 million; and an increase in
net interest income of $0.1 million; offset by higher general and
administrative expenses of $0.1 million; and higher income tax expense of $0.7
million.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2001

Total revenues (excluding reimbursement of expenses) for the first nine months
of fiscal 2002 increased $16.2 million, or 24.6%, to $81.7 million from $65.5
million for the first nine months of fiscal 2001. The increase was due largely
to an increase in revenue on leased facilities in the U.S., and includes the
results for DLC, which was acquired effective July 1, 2001.

Revenues from leased facilities for the first nine months of fiscal 2002
increased to $65.2 million from $55.0 million in the first nine months of
fiscal 2001, an increase of $10.2 million, or 18.5%. There was an increase of
$10.8 million in the United States as a result of starting operations in
Atlanta (August 2001) and Chicago (November 2001) and the acquisition of DLC in
Philadelphia (July 2001). This was offset by a $0.6 million decrease in leased
revenue in Canada substantially due to a decline in the value of the Canadian
dollar from an average rate for the first nine months of fiscal 2001 of C$1.54
(= US$1.00) to C$1.57 for the first nine months of 2002, and to higher traffic
volumes in the first nine months of fiscal 2001 as a result of public transit
strikes in Calgary, Alberta and Vancouver, B.C. Leased revenue in Canada for
the first nine months of fiscal 2001 also included the recovery of $0.2 million
for taxes previously provided on parking violation revenue.

Management contract revenues for the first nine months of fiscal 2002 increased
by $6.0 million, or 64.2%, to $15.3 million from $9.3 million for the first
nine months of fiscal 2001. $5.9 million of the increase was due to the
acquisition of DLC in July 2001.

Direct costs (excluding reimbursed expenses) in the first nine months of 2002
increased to $64.3 million from $50.1 million in the first nine months of 2001,
an increase of $14.2 million, or 28.4%. Of this increase, $7.0 million was
attributable to higher rent expense and $7.2 million to other directs costs.
Rent expense increased $7.0 million, or 20.4%, from $34.7 million for the first
nine months of 2001 to $41.7 million for the first nine months of 2002. Rent
as a percentage of leased revenues, increased to 64.0% in the first nine months
of 2002 from 63.0% for the first nine months of 2001. The increase is due to
many of the leases in the U.S. being in the first or second year of their
terms. As we continue to operate these leased facilities, we would expect
growth in revenue to exceed any growth in rent and, therefore, rent as a
percentage of revenues would decline. The increase in other direct costs of
$7.2 million, or 46.4%, from $15.4 million to $22.6 million, is due to the
acquisition of DLC and the increase in leased revenues. Direct costs as a
percentage of revenues (excluding reimbursement of expenses) increased to 78.7%
in the first nine months of fiscal 2002 from 76.4% in the first nine months of
fiscal 2001. The increase is due to a higher proportion of our business in
2002, compared to

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2001, being generated in the U.S. where we are in a start-up phase in many
cities. We expect only to be in a break-even position, or marginally
profitable, in these new cities during their first one or two years of
operation. The current weak U.S. economy may prolong this period, during which
we may generate lower than average returns in these new cities.

We are appealing our 2002 business tax assessment for our operations in
Calgary, Alberta. We have also applied for a court ruling that the applicable
business tax bylaw is 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. We have accrued at September 30, 2002 our estimate
of the amount we consider to be eventually payable. Payment of the full amount
would have a materially adverse impact on our results of operations and cash
flows through increased direct costs. We have provided further details of this
issue in this quarterly report in Part II, Item 1  Legal Proceedings.

General and administrative expenses increased $1.3 million, or 12.6%, from
$10.5 million for the first nine months of fiscal 2001 to $11.8 million for the
first nine months of fiscal 2002. The increase in general and administrative
expenses is due, in large part, to the acquisition of DLC, which added $2.0
million of general and administrative expenses. This was offset by a decrease
in stock compensation expense of $0.6 million from $0.5 million for the first
nine months of fiscal 2001 to a recovery of $56,000 for the first nine months
of fiscal 2002, as the result of a decline in our stock price. General and
administrative expenses, as a percentage of total revenues (excluding
reimbursement of expenses), decreased to 14.5% for the first nine months of
fiscal 2002 compared to 16.0 % for the first nine months of fiscal 2001.

There was no amortization of goodwill in the first nine months of fiscal 2002,
compared to $1.1 million for the first nine months of fiscal 2001. This is a
result of adopting Financial Accounting Statement No. 142, which does not
permit amortization of goodwill, but requires goodwill to be reviewed annually
for any impairment in value. On adopting SFAS No. 142, an initial test for
impairment in the book value of goodwill is required as at the date of
adoption, January 1, 2002. During the first nine months of 2002, we completed
the process of determining the fair value of each of our reporting units and
comparing that to their carrying values. We concluded from this initial test
that the fair market value of each of our units exceeded their carrying values,
and no further work was required to test for impairment in the book value of
goodwill at January 1, 2002. We will complete an annual test for impairment in
the book value of goodwill as of November 30 of each fiscal year, commencing
with fiscal 2002.

Interest income decreased $0.1 million from $0.5 million for the first nine
months of fiscal 2001 to $0.4 million for the first nine months of fiscal 2002
principally due to lower prevailing interest rates. Interest expense of $0.3
million was incurred in the first nine months of fiscal 2002 on the bank and
other indebtedness to finance the DLC acquisition.

Income tax expense for fiscal 2002 includes our current tax liability for
capital and state taxes, and a deferred tax expense as we utilize our
previously recognized benefits of net operating losses for tax purposes in
Canada. The deferred tax expense has been reduced by a deferred tax recovery
for operating losses in the U.S. for fiscal 2002. The effect of offsetting
losses in the U.S. at lower tax rates against profits in Canada at higher tax
rates is to increase the effective tax rate for accounting purposes to 53% on a
consolidated basis for the first nine months of fiscal 2002. 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. Accordingly, the
tax benefit of the Canadian losses we expect to realize in the next twelve
months, which is disclosed as a current asset on our balance sheet at September
30, 2002, has decreased from the balance at December 31, 2001.

The net income for the first nine months of 2002 was $1.8 million  an increase
of $0.9 million from the net income for the first nine months in 2001 of $0.9
million. This increase is primarily due to higher gross margin of $1.9 million
and discontinuation of goodwill amortization of $1.7 million; offset by higher
general and administrative expenses of $1.3 million; a decrease in net interest
income of $0.2 million and higher income tax expense of $1.1 million.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2002, we had cash and cash equivalents of $13.3 million.
This represents an increase of $2.3 million for the first nine months of fiscal
2002 from the balance at December 31, 2001. The increase resulted from $7.7
million of cash generated from operations, offset by $5.2 million used in
investing activities and $0.2 million used in financing activities.

The cash used in investing activities during the first nine months of fiscal
2002 included $0.7 million used to acquire the rights to a parking lot lease
and two management agreements in New York City, NY. We also paid $1.8 million,
including expenses, to the former shareholders of DLC during the first nine
months of fiscal 2002. Of this, $0.2 million

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was for an adjustment to the amount owed for the acquired working capital, and
$1.6 million, including expenses, was the first of five annual deferred
payments. The latter amount was calculated pursuant to the Amended and Restated
Share Purchase Agreement (Exhibit 10.8) and was based on the earnings of the
acquired operations for the year ended June 30, 2002. We had previously
accrued $1.2 million of this payment as part of our acquisition. The
difference of $0.6 million has been allocated to goodwill.

In April 2002, we reached a settlement with the contractor of the San Francisco
Giants development regarding final costs. Under the settlement we paid the
contractor $1.4 million and, based on claims now settled with a sub-contractor,
we are required to pay a further amount of less than $0.1 million. The
settlement also resulted in the cancellation of a previously outstanding letter
of credit for $2.3 million. Following the settlement with the contractor, we
were able to estimate the Giants share of the final development costs. We
have a letter of understanding with the Giants regarding the principles of the
final cost allocation. The Giants estimated share is $1.8 million of which we
are able to recover $0.3 million at September 30, 2002 from participation rent
owing to the Giants. The balance of $1.5 million at September 30, 2002 is now
included on our Balance Sheet in other assets, and the current portion in
accounts receivable, with a corresponding reduction in recoverable developments
costs. We expect to recover the remaining $1.5 million from any future
participation rent payable to the Giants.

At September 30, 2002, we had $3.5 million of bank debt outstanding. After
borrowing these funds and using $1.2 million for outstanding letters of credit,
we have $15.3 million remaining of a $20.0 million credit facility with HSBC
Canada to fund working capital requirements, acquisitions and other capital
investment opportunities.

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

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

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




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. As of September 30, 2002, we
had approximately $2.4 million invested in short-term deposits, earning
approximately 1.6% in interest. Changes in interest rates could impact the
Companys anticipated interest income.

Our bank indebtedness of $3.5 million at September 30, 2002 bears interest at
rates that vary with changes in the London Interbank Offered Rate (LIBOR).
Based on our current borrowing level, a 1% change in LIBOR would impact net
income by less than $0.1 million annually.

Foreign Currency Exposure

We operate wholly owned subsidiaries in Canada. Total revenues (excluding
reimbursement of expenses) from Canadian operations amounted to $13.3 million
and $13.2 million for the three months ended September 30, 2002 and 2001,
respectively, and $39.3 million and $40.3 million for the nine months ended
September 30, 2002 and 2001, respectively. We intend to continue to invest in
Canadian facilities, and may identify expansion opportunities in other foreign
countries. Our exposure to foreign currency fluctuations is 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. 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.

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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

Internal Controls

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




PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

The provision of services to the public entails an inherent risk of liability.
We are engaged from time to time in routine litigation incidental to our
business. Other than cases involving Eau Claire Market, Sterling Parking Ltd.,
the City of Calgary in Calgary, Alberta, and The Weitz Company and Weitz Golf
Construction, Inc. described below, there is no legal proceeding to which we
are a party which, if decided adversely we anticipate could have a material
adverse effect on our results of operation or financial condition. We attempt
to disclaim liability for personal injury in facilities we operate. We also
carry liability insurance that we believe meets or exceeds industry standards
as determined by our landlords. We can provide no assurances, however, that any
future legal proceedings (including any related judgments, settlements or
costs) will not have a material adverse effect on our financial condition,
liquidity or results of operations. There has been no material change in the
status of the litigation described below since our quarterly report on Form
10-Q for the quarter ended June 30, 2002.

The Eau Claire Market litigation was filed in the Queens Bench of Alberta on
August 20, 1998. It involves a claim against a property in which Imperial
Parking Canada Corporation (Impark Canada), a subsidiary of the Company and
successor to Imperial Parking Limited by amalgamation, is the lessee. The
plaintiff MP Acquisitions Ltd. purchased the property and asserts that it did
not receive full disclosure of the terms of the Impark Canada lease. The
plaintiff claims that, as a result, it is entitled to priority over Impark
Canadas lease and to possession of the property. We believe that this claim is
without merit. If, however, we do not prevail in the litigation, we may be
forced to renegotiate the lease with the landlord, in which case the rent could
be substantially increased, and any such increase could materially impact our
results. The parties are currently in pre-trial proceedings. A trial has been
scheduled to begin on February 28, 2003.

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

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Impark Canada is a defendant in a lawsuit brought by Sterling Parking Ltd.,
which was filed April 3, 2001 in the Queens Bench of Alberta. The suit
involves an alleged breach by Impark Canada of a confidentiality agreement
entered into with Sterling in October 2000 relating to the potential management
by Impark Canada of certain Sterling lots in Calgary. The agreement prohibited
Impark Canada from bidding on any Sterling lots while negotiations of such
transaction were underway. During negotiations, Impark Canada successfully bid
on two Sterling lots. The proposed transaction with Sterling was not completed.
Sterling claims in the lawsuit that Impark Canada wrongfully bid on the two
lots and an additional three lots, as well as improperly used Sterling
confidential information, all in breach of the confidentiality agreement. The
total damages claimed by Sterling are approximately $7.3 million (C$11.6
million). 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 September 30, 2002 our best estimate of
costs related to this action; however; any damages awarded against Impark
Canada in excess of this amount could have a material effect on our financial
position and results of operation.

Impark Canada commenced a lawsuit against the City of Calgary in Alberta,
Canada in the Queens Bench of Alberta on April 12, 2001. The City of Calgary
had earlier passed a business tax bylaw in 2001 imposing a revised method for
calculating the business tax payable by commercial parking lot operators in
that city. The new bylaw imposes a business tax on the basis of the square
footage of the premises leased or operated, as opposed to the historical method
of assessing business taxes on the basis of rent paid by the lessee. Impark
Canada is applying for a court ruling that the 2001 bylaw is void for vagueness
or that it is invalid because of its discriminatory effect. Impark Canada is
also appealing the increased business taxes through the government assessment
review process. We were unsuccessful in our first stage of appeal of the 2001
business taxes at the Calgary City Assessment Review Board (ARB) and again at
our second stage of appeal at the Alberta Municipal Government Board (MGB).
We are considering appealing the decision of the MGB to the Court of Queens
Bench. 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 $0.9 million (C$1.5 million). We
were unsuccessful in our first stage of appeal of the 2002 business taxes at
the ARB, and intend to appeal this decision at the MGB. We have also amended
our lawsuit against the City of Calgary to include the 2002 assessment. The
lawsuit is currently in pre-trial proceedings and no trial date has been set.
We believe that both the Citys 2001 and 2002 business tax bylaws are void and
invalid. If we are unsuccessful in appealing the tax assessments, and if we
are unsuccessful in our lawsuit against the City of Calgary, then we will not
be entitled to the return of any portion of the 2001 business tax assessment,
which we have already paid in 2001, and we will be required to pay the full
amount of the 2002 business tax assessment, currently $0.9 million, for which
we have partially accrued such amount at September 30, 2002 but the entire
payment of which would materially impact our results.

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

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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.




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).

19



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|     |  |                                                                                                                                                                                                                                  
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 10.8 to the Companys Registration Statement No. 001-15629 on
Form 10/A as filed on March 2, 2000).                                                           
|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).
|21.1 |  | Subsidiaries of the Registrant (Incorporated by reference to
Exhibit 21.1 to the Companys Quarterly Report on Form 10-Q as filed
on November 13, 2001).                                                                         

(b)  Reports on Form 8-K

There were no reports filed on Form 8-K during the quarter ended September
30, 2002.

20



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##### Table of Contents






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: November 12, 2002 |  | /s/ J. Bruce Newsome                    
|                        |  |                                         
|                        |  | J. Bruce Newsome
Chief Financial Officer

21



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##### Table of Contents






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

I, Charles Huntzinger, certify that:



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



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



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



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



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

|                        |  |                                           
|----------------------- |  | ------------------------------------------
|Date: November 12, 2002 |  | /s/ Charles Huntzinger                    
|                        |  |                                           
|                        |  | Charles Huntzinger
Chief Executive Officer

22



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##### Table of Contents



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

I, J. Bruce Newsome, certify that:



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



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



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



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



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

|                        |  |                                         
|----------------------- |  | ----------------------------------------
|Date: November 12, 2002 |  | /s/ J. Bruce Newsome                    
|                        |  |                                         
|                        |  | J. Bruce Newsome
Chief Financial Officer

23