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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission File Number 1-15629

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

____________________________________________________________________________________________________________________________________________

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No o

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

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

INDEX
IMPERIAL PARKING CORPORATION

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

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

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

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IMPERIAL PARKING CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)

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IMPERIAL PARKING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

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

2. LOSS PER SHARE

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

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

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

3. STOCK OPTIONS

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

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

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

4. OTHER EXPENSES

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

5. MANAGEMENT AND LEASE AGREEMENTS

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

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

6. GOODWILL

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7. BUSINESS SEGMENTS

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

8. CONTINGENCIES

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

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

9. SUBSEQUENT EVENT

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

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

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

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

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

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

CRITICAL ACCOUNTING POLICIES

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

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OVERVIEW

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

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

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

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

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

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

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

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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

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

Contractual Obligations and Commercial Commitments

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rates

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

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

Foreign Currency Exposure

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

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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

Internal Controls

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

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

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

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

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

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

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

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ITEM 5. OTHER INFORMATION

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

Index to Exhibits

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

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

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SIGNATURES

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

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

I, Charles Huntzinger, certify that:

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

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

5.

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

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

6.

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

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

I, J. Bruce Newsome, certify that:

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

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

5.

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

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

6.

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

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