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

FORM 10-K

(Mark one)
		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2001

or

		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)

Securities Registered Pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act:
None

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant on March 8, 2002 (based on the closing price of the Registrant’s Common Stock on the American Stock Exchange on such date) was approximately $19,645,000. Shares of the Registrant’s common stock held by each executive officer and director and by each entity that owns 5% or more of the Registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the Registrant’s Common Stock at March 8, 2002 was 1,819,328.

Portions of the Registrant’s definitive Proxy Statement to be filed for its 2002 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

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TABLE OF CONTENTS
IMPERIAL PARKING CORPORATION

FINANCIAL STATEMENT SCHEDULES

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Important Information Regarding Forward-Looking Statements

     Certain matters discussed under the captions “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Quantitative and Qualitative Disclosures About Market Risk” and elsewhere in this Annual Report on Form 10-K and the information incorporated by reference in this report may constitute forward-looking statements for purposes of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements related to our operating strategy, growth strategy, cost savings initiatives, industry and economic conditions and future financial performance and other matters related to the future, and sometimes are preceded by, followed by or otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates” or similar expressions in these discussions. Our actual future performance, achievements and may differ materially from those expressed or implied by these forward-looking statements as a result of such known and unknown risks, uncertainties, assumptions and other factors. Representative examples of these factors include, without limitation:

-		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 our 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 our 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;
-		our ability to form and maintain our strategic relationships with certain large real estate owners and operators;
-		global and regional economic factors; and
-		compliance with laws and regulations, including, without limitation, environmental, antitrust and consumer protection laws and regulations at the federal, state, provincial, local and international levels.

     Readers are cautioned that the Company’s actual results could differ materially from those set forth in such forward- looking statements.

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PART I

Item 1.     Business

General

     Imperial Parking Corporation (as used in this report, the terms “Impark”, “we”, “us” or “the Company” mean Imperial Parking Corporation, including its consolidated subsidiaries) is a leading provider of parking services in North America. As of December 31, 2001, we managed, leased or owned 1,338 parking lots in Canada and 261 parking lots in the United States, containing more than 300,000 parking spaces in aggregate, making us the leading parking provider in Canada and one of the four largest in North America. We also provide parking lot patrolling, ticketing and collection services for our own lots and for those operated by other parties.

     The Company resulted from the combination on March 27, 2000 of the Canadian parking assets and operations of First Union Real Estate Equity and Mortgage Investments (“First Union”) and the parking related business of First Union Management, Inc. (“FUMI”). The businesses combined into Impark are referred to in this report for periods prior to the combination as follows:

	FUR Parking Business. The FUR Parking Business, constituting the parking assets and operations of First Union, consisted primarily of 15 owned parking properties in Canada. Between April 1997 and March 2000, subsidiaries of First Union operated this business, including leasing the properties to FUMI for operations and management.

FUMI Parking Business. The FUMI Parking Business consisted of the parking services and related ancillary activities that have been continued into the Company. Between April 1997 and March 2000, subsidiaries of FUMI carried on these activities. The operations of FUMI’s indirect subsidiaries, Imperial Parking Limited and Impark Services Ltd., consisted of operating and managing parking facilities in Canada and the United States and carrying on other parking related activities.

     The combination resulting in our formation was completed on March 27, 2000 following a series of transactions pursuant to a detailed plan of organization. The final step of the series of transactions was the distribution by First Union of substantially all of the outstanding shares of our common stock to the shareholders of First Union.

Industry

     The parking industry is highly fragmented and competitive. Industry participants, the vast majority of which are privately held companies, consist of a relatively few national companies and a large number of small regional or local operators, including a substantial number of companies providing parking as an ancillary service in connection with property management or ownership. The parking industry has experienced consolidation as smaller operators have found that they lack the capital, economies of scale and sophisticated management techniques required to compete with larger providers. We expect this trend to continue and to provide significant opportunities for us to acquire smaller existing providers.

     We expect a number of other trends in the commercial property management business to continue to provide opportunities for large, specialized providers of high-quality parking services. We believe that:

•

The trend toward consolidation of property management companies favors larger, nationwide parking providers, as increasingly centralized property management companies and property owners seek to minimize the number of separate parking providers they deal with;

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•

As the property management industry becomes increasingly sophisticated and professional, property management companies and property owners will likely seek to work with specialized, professional parking service providers;

•

Parking is increasingly seen by building owners as a profit center, and owners are seeking parking providers who can help them to maximize profitability, increase efficiency and reduce financial unpredictability; and

•

The owners of premier properties, as they recognize that the parking experience often provides both the first and last impression of their properties to tenants and users, are seeking to offer the highest possible level of quality in their parking services as a means of distinguishing their properties from those of competitors.

     We believe that the industry trends toward outsourcing by private-sector owners and privatization by government entities provide additional growth opportunities for parking facility operators. Private-sector parking owners have begun to move from owner-operator of their parking facilities to outsourcing the management of operations to specialized operators. This allows them to focus on their core competencies while increasing overall returns on parking assets. In addition, governments and government agencies, particularly cities and municipal authorities, sometimes retain private firms to operate facilities and parking-related services in an effort to reduce operating budgets and increase efficiency.

Operating Arrangements

     We operate parking facilities under three general types of arrangements: leases, management contracts, and fee ownership. As of December 31, 2001, we leased 559 parking facilities, operated 1,025 parking facilities through management contracts and owned 15 parking facilities.

     The general terms and benefits of these types of arrangements are described below:

     Leases. Under a lease arrangement, we generally pay either a fixed annual rent, a percentage of gross customer collections, or a combination thereof to the property owner. We collect all revenues and are responsible for most operating expenses, but are typically not responsible for major maintenance. In contrast to management contracts, lease arrangements are typically for terms of three to ten years and often have a renewal term, and provide for a fixed payment to the facility owner regardless of the operating earnings of the parking facility. As a result, leased facilities generally require a longer commitment and a larger capital investment by us than do managed facilities, but generally provide a greater opportunity for long-term revenue growth and profitability.

     Management Contracts. Under a management contract, we generally receive a base monthly fee for managing the facilities and often receive an incentive fee based on the achievement of facility revenues above a base amount. We generally charge fees for various ancillary services such as accounting, equipment leasing and consulting. Responsibilities under a management contract include hiring, training and staffing parking personnel, and providing collections, accounting, record-keeping, insurance and facility marketing services. In general, the facility owner is responsible for operating expenses such as taxes, license and permit fees, insurance premiums, payroll, as well as, non-routine maintenance, repair costs and capital improvements. The typical management contract is for a term of one to three years (often the owner reserves the right to terminate, without cause, on 30 days notice) and may contain a renewal clause.

     Fee ownership. Under fee ownership arrangements, we own the property and fixtures. Ownership of parking facilities typically requires a larger capital investment than managed or leased facilities but provides maximum control over the operation of the parking facility, and all increases in revenue flow directly to us.

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Ownership provides the potential for realizing capital gains from the appreciation in the value of the underlying real estate, but it also subjects us to risks including reduction in value of the property and additional potential liabilities, as well as additional costs such as real estate taxes and structural, mechanical or electrical maintenance or repairs.

Enforcement and Collections

     Approximately 50% of our parking lots are operated with parking meters and without parking lot attendants. We enforce user payment at these lots by having patrollers circulate regularly through lots to identify delinquent parkers and issue violation notices. We use technology which enables our patrollers to monitor and identify first-time and repeat offenders using hand-held computers. The hand-held computers are uploaded daily to mainframe computers that track violation history. This hand-held equipment generates violation notices for offenders. Payments on account of these violation notices are handled by our collections operation and are included in our revenues.

Growth Strategy

     Our strategy is to strengthen our position as the leading parking provider in Canada while significantly expanding our presence into selected markets in the United States. Key elements of this growth strategy include:

     Increase penetration of existing core markets. We will seek to leverage our long-standing relationships with real estate owners in cities where we currently have significant operations. Our reputation for premium service, our local market knowledge and our management infrastructure, allows us to compete aggressively for new business in these core cities. Because existing parking operations are sufficient to cover the costs of local and regional personnel, we expect that additional parking operations in these markets will provide a greater contribution to our profits than the operations in new markets. As we compete for new business, we will also strive to retain and improve the profitability of existing contracts.

     Pursue aggressive growth in other urban markets. We have targeted major cities in the United States where we currently have little or no presence for aggressive expansion. In the past three years, we have added New York, San Francisco, Chicago, Philadelphia, Cincinnati, Cleveland, Seattle and Atlanta to our U.S. portfolio. We believe that continued expansion in the United States is a key component to enhancing our overall profitability. The United States is the largest parking market in the world, and members of our management have significant experience in the United States. Also, there are greater opportunities to bid for contracts in the United States than in Canada where we are already a leader in our industry. Additionally, parking rates and average profits per facility tend to be higher in the United States than in Canada. Our strategy is to enter a new market only if we believe we can quickly gain a significant position in the markets, with sufficient “critical mass” to compete effectively and realize economies of scale. Certain markets are dominated by national parking companies that have established strong relationships through more advanced parking techniques. However, where a market is fragmented by a number of smaller less sophisticated parking operators we believe there is an opportunity to gain market share by providing superior systems and controls to prospective customers. We expect to pursue opportunities in these markets either through acquisition or by establishing our own operations there. We believe that there are several markets in the United States in which we anticipate gaining market share over the next three to four years.

     Pursue acquisition opportunities. We believe there are opportunities to expand our business through the acquisition of smaller operators, both in existing core markets and in other targeted cities where we believe we can attain market share. The parking industry is highly fragmented and we believe that many of our smaller competitors have limited access to capital or do not have the systems or the scale to compete effectively. We have completed seven acquisitions in the last seven years, adding approximately 375 facilities. Typically, we seek to acquire small to medium-sized local operators with several years of experience in their market. We believe this allows for the immediate understanding of the market and provides a platform for increased penetration in the same city.

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Operating Strategy

     We seek to increase the revenues and profitability of our parking facilities through a variety of operating strategies, including the following:

     Focus on larger urban markets. We intend to focus on larger urban markets. We believe that (i) urban markets are more resistant to economic downturns, (ii) property owners and real estate asset managers in these markets typically have a presence in other cities, which provides opportunities to leverage these relationships to expand to new locations, (iii) the typically higher prices charged in these markets can support our premium service levels, and (iv) our senior management has significant expertise in these markets. Together, Charles Huntzinger and Bryan Wallner have 35 years of parking experience in urban markets including New York, Philadelphia, Baltimore, Washington, Boston, Richmond, Jacksonville, Pittsburgh, Cleveland, Columbus, Cincinnati, Milwaukee, Denver, San Francisco, Los Angeles, Seattle, St. Louis, and Indianapolis, as well as Toronto and Ottawa in Canada.

     Increase proportion of leased facilities. We intend over time to increase the number of facilities we operate under lease relative to the number we operate under management contracts. Historically, our net profits have been higher on leased facilities than on managed facilities. Although our net profits have been higher from leased facilities, typically these profits increase year over year over the term of the leases. Therefore, we experience lower profits and sometimes losses during the first one or two years of a lease term. This is illustrated by the table below which groups our leased locations that were active at December 31, 2001 by the year that we opened the location.

(1)		Includes only those leased locations open as at December 31, 2001 and does not include leased locations operated during the year, but closed by year-end.
(2)		Coverage is calculated by dividing Revenue by the amount that Revenue exceeds Gross margin. Coverage should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. Coverage is not an accepted measure under generally accepted accounting principles and other companies will use different measures or different calculations of profitability.

Included in the 559 locations above were 83 locations which incurred a loss for 2001 totaling $1.1 million. Of these 83 locations incurring a loss, 49 were opened in 2001 and incurred a total loss of $0.7 million.

Our goal is to increase the proportion of leased facilities to managed facilities. We believe a more balanced mix of leased and managed parking facilities will diversify our operations, providing us with a balance of lower risk and lower profit managed operations, and higher risk and higher profit leased and owned operations.

     Provide consistently high level of service. Our goal is to provide a uniformly high level of quality and service across all of the facilities we manage, characterized by clean, well-lit, secure and pleasant surroundings, attractive graphics and signage, and professional, courteous and well dressed staff. We offer a wide range of optional premium services, including valet parking, concierge services, car washing, dry cleaning drop off and pick up and vehicle repair. These premium services are typically offered to owners of first-class properties who seek to

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provide their tenants with the highest possible level of service to help differentiate their property from competing properties.

     Continue to implement standardized systems and controls. As a result of our experience in the parking management business, we have developed sophisticated and comprehensive management systems and controls, which we seek to implement uniformly at the facilities we manage. These systems include accounting and financial management and reporting practices, general operating procedures, training, employment policies, cash controls, marketing procedures and visual image. We believe that our standardized systems and controls enhance our ability to successfully expand our operations into new markets.

     Aggressively implement technology and automation. We believe that automation and technology can enhance customer convenience, lower labor costs, improve cash management and increase our overall profitability. We have been a leader in the field of introducing automation and technology to the parking business and we were among the first to widely adopt innovations such as the use of credit card payment systems, hand held computers to track violators and issue citations, bar-code scanners to ensure monthly parkers are using the correct lot and are up-to-date in payment and entry and exit gates incorporating sensing equipment that can automatically recognize and admit authorized vehicles. We believe that our higher proportion of unmanned facilities gives us a cost advantage as we compete for business. We have also developed a sophisticated management information system that enables us to track revenue and manage cash on a daily basis and generate a wide variety of internal reports, as well as customized reports requested by our clients.

     Implement incentive compensation program. We have adopted a performance-based compensation system for city managers, vice presidents and others based on the profitability of each individual’s area of responsibility. We believe this program will enhance the entrepreneurship of our management employees by tying their compensation directly to improvements in the profitability of the operations they manage and we believe these incentives will encourage them to improve operations and control costs.

     Provide profitable patrol, enforcement and ticketing service. We seek to increase the profitability of our overall operations by providing parking lot patrol, enforcement and ticketing services, both at our own facilities and at facilities operated by others. We believe there are opportunities to market these services to facilities we do not operate, especially those owned by municipalities or by suburban retail centers, who wish to discourage all-day parkers by enforcing parking regulations which favor short-term parkers.

     Maintain strict cash control. Strict cash control is critical to our success and that of our clients. Our cash control procedures are based on an auditing system supervised by professional managers and auditors, and include on-site spot checks, multiple daily cash deposits, reconciliation of tickets and gate counts to cash collected, local audit functions, managerial supervision and review, and internal audit procedures. We believe our cash control procedures are effective in minimizing loss of revenues at parking facilities.

Acquisitions

     Following the strategy of acquiring medium-sized or smaller operators in targeted cities, on July 1, 2001 we acquired all of the issued and outstanding shares of DLC Management Group, Inc. (“DLC”) for approximately $9.0 million. We paid approximately $4.6 million in cash, including expenses, to acquire DLC. In addition, the former shareholders of DLC are entitled to additional cash consideration over a period of five years based on a proportion of the actual operating results of the acquired business, calculated in accordance with generally accepted accounting principles, for the twelve month periods ending June 30, 2002 through 2006. If current operating results of the acquired business were achieved during each of the periods through June 30, 2006, we would be required to make additional payments to the former shareholders of DLC of approximately $1.0 million per annum. The actual amount to be paid for any given year will depend on the actual operating performance of DLC and is not subject to

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any limit. DLC operates 71 locations in and around Philadelphia, Pennsylvania. We have accounted for the acquisition of DLC as a “purchase” under generally accepted accounting principles.

Seasonality

     We may experience fluctuations in our income from quarter to quarter caused by fluctuations in revenues and related expenses due to the impact of weather and calendar related events on travel and transportation patterns. Additionally, we manage the parking for a number of sports stadiums and arenas and our income from such facilities can be affected by the seasonality of revenue and by the relative degree of success of various sports teams. Historically, our results have been strongest during the quarters that end on June 30 and September 30.

Competition

     The parking industry is fragmented and highly competitive, with relatively few barriers to entry. We compete regularly with a wide variety of parking services providers to retain our existing operations and to expand our operations in existing and new markets. We compete for clients based on the pricing of our services and our ability to increase revenues and control expenses for each of our client’s parking facilities.

     Our largest competitors in North America are Central Parking Corporation, APCOA/Standard Parking, Inc. and Ampco System Parking. We are substantially smaller in number of locations and revenue than Central Parking, but we have approximately the same number of locations as APCOA/Standard and Ampco System. We have lower revenues than APCOA/Standard because APCOA/Standard are principally located in the United States where gross revenues generated from a location are typically higher than in Canada. However, being principally in Canada gives us a solid Canadian base as Canadian corporations typically prefer to do business with an established Canadian parking company. Additionally, since profit per location is generally lower in Canada, most U.S. competitors have historically focused their efforts in the U.S. marketplace where there is higher potential profit.

     We also compete with many regional or local parking service providers, as well as municipalities and other governmental entities, property owners and others.

Regulation

     Our business is not substantially affected by direct governmental regulation, however, a number of state, provincial and local laws have been passed in recent years that encourage car pooling and the use of mass transit, including, for example, laws prohibiting employers from reimbursing employees parking expenses. Laws and regulations that reduce the number of cars and vehicles could negatively affect our business. We are also affected by laws and regulations (such as zoning ordinances and business taxes) that are common to any business that owns or leases real estate and by regulations (such as labor and tax laws) that affect companies with a large number of employees.

     Under various federal, state, provincial and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws typically impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In connection with ownership or operation of parking facilities, we may be potentially liable for such costs. Although we are not currently aware of any material environmental claims pending or threatened against us or any of our owned or operated parking facilities, there can be no assurance that a material environmental claim will not be asserted against us or against any of our owned or operated parking facilities. The cost of defending against claims of liability, or of remediating a contaminated property, could have a material adverse effect on our financial condition or results of operations.

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     Various other governmental regulations affect our operations of parking facilities, both directly and indirectly. In the United States, these include the Americans with Disabilities Act, or the ADA. Under the ADA, all public accommodations in the United States, including parking facilities, are required to meet certain federal requirements related to access and use by disabled persons. For example, the ADA requires parking facilities to include handicapped spaces, headroom for wheelchair vans, attendants’ booths that accommodate wheelchairs, and elevators that are operable by disabled persons. We believe that the parking facilities we own and operate are in substantial compliance with these requirements.

Employees

     As of December 31, 2001, we employed approximately 3,300 individuals. We believe that our employee relations are good. Approximately 33% of our employees (some 1,074 employees) are represented by unions, including the Construction and Specialized Workers’ Union Local 1611 (British Columbia), Christian Labour Association of Canada Local 501 (British Columbia), Service Employees International Union (Regina), Saskatchewan Joint Board, Retail, Wholesale & Department Store Union Local 558 (Saskatoon), Canada Labour Congress (Winnipeg), Teamsters (Ottawa, San Francisco, New York City and Chicago), SEIU, UFCW (Toronto), SEIU (London), Le Syndicat des employés and Union des employés de service (Montréal) and Garage Employees (New York).

Segmented Information

     Information about our foreign and domestic operations appears in Note 13 to our 2001 Consolidated Financial Statements that are included in response to Item 8 and are listed in Item 14 to this Annual Report on Form 10-K.

Item 2.     Properties

     The following table summarizes certain information regarding our parking facilities and surface lots as of December 31, 2001. We believe that our owned facilities generally are in good condition and adequate for our present needs.

     The cities included in the regions listed above are as follows:

		•	Western Canada — Vancouver, Kamloops, Kelowna, Edmonton, Calgary and Banff
		•	Prairies (Canada) — Regina, Saskatoon and Winnipeg
		•	Eastern Canada — Toronto, Hamilton, London, Ottawa, Windsor, Montreal, Halifax and St.John’s

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		•	Western USA — Seattle and San Francisco
		•	Mid-western USA — Minneapolis, Milwaukee, Chicago, Cleveland and Cincinnati

•

Eastern USA — New York City, Buffalo, Philadelphia, Atlanta, Washington DC, Wilmington and Atlantic City

Item 3.     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, and The Weitz Company and Weitz Golf Construction, Inc. in San Francisco, California described below, there is no legal proceeding to which we are a party which, if decided adversely could materially harm our financial condition. We attempt to disclaim liability for personal injury in facilities we operate. We also carry liability insurance that we believe meets or exceeds industry standards as determined by our landlords. We can provide no assurances, however, that any future legal proceedings (including any related judgements, settlements or costs) will not have a material adverse effect on our financial condition, liquidity or results of operations.

     The Eau Claire Market litigation was filed in the Queen’s Bench of Alberta on August 20, 1998. It involves a claim against a property in which Imperial Parking Canada Corporation (“Impark Canada”), a subsidiary of the Company and successor to Imperial Parking Limited by amalgamation, is the lessee. The plaintiff MP Acquisitions Ltd. purchased the property and asserts that it did not receive full disclosure of the terms of the Impark Canada lease. The plaintiff claims that, as a result, it is entitled to priority over Impark Canada’s lease and to possession of the property. We believe that this claim is without merit. If, however, we do not prevail in the litigation, we may be forced to renegotiate the lease with the landlord, in which case the rent could be substantially increased and may materially impact our results.

     Impark Canada is a defendant in a lawsuit brought by Newcourt Financial Ltd. (“Newcourt”) as the assignee of Oracle Corporation Canada Inc. (“Oracle”). The suit was filed in Ontario Superior Court on June 11, 1999. It alleges that Impark Canada and FUMI owe approximately $825,000 under a software licence and services agreement, plus interest and legal costs. We believe the claim is largely without merit. In response to the claim, Impark Canada and FUMI have commenced their own action in British Columbia, seeking a declaration that no amounts are owing to either Newcourt or Oracle under the license and services agreement. The Ontario lawsuit has been stayed pending the resolution of the B.C. action. First Union has agreed in writing to indemnify Impark Canada with respect to all liabilities and damages that may be incurred by Impark with respect to this claim.

     Impark Canada is a defendant in a lawsuit brought by Sterling Parking Ltd., which was filed April 3, 2001 in the Queen’s Bench of Alberta. The suit involves an alleged breach by Impark Canada of a confidentiality agreement entered into with Sterling in October 2000 relating to the potential management by Impark Canada of certain Sterling lots in Calgary. The agreement prohibited Impark Canada from bidding on any Sterling lots while negotiations of such transaction were underway. During negotiations, Impark Canada successfully bid on two Sterling lots. The proposed transaction with Sterling was not completed. Sterling claims in the lawsuit that Impark Canada wrongfully bid on the two lots and an additional three lots, as well as improperly used Sterling confidential information, all in breach of the confidentiality agreement. The total damages claimed by Sterling are approximately $7.3 million (C$11.6 million). We believe that Sterling’s allegations are largely without merit and that the amount of damages claimed is far in excess of the actual damages suffered by Sterling, if any. We have accrued at December 31, 2001 our best estimate of costs related to this action and believe that any damages awarded against Impark Canada will not have a material effect on our results.

     Impark Canada commenced a lawsuit against the City of Calgary in Alberta, Canada in the Queen’s Bench of Alberta on April 12, 2001. The City of Calgary had earlier passed a business tax bylaw in 2001 imposing a

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revised method for calculating the business tax payable by commercial parking lot operators in that city. The new bylaw imposes a business tax on the basis of the square footage of the premises leased or operated, as opposed to the historical method of assessing business taxes on the basis of rent paid by the lessee. Impark Canada is applying for a court ruling that the 2001 bylaw is void for vagueness or that it is invalid because of its discriminatory effect. Impark Canada is also appealing the increased business taxes through the government assessment review process. We were unsuccessful in our first stage of appeal at the Calgary City Assessment Review Board, and are presently appealing this decision at the Alberta Municipal Government Board. In February 2002, the City of Calgary passed a 2002 Business Tax Bylaw, which approximately tripled the business tax for Impark operations in Calgary for the 2002 calendar year to approximately $0.9 million (C$1.5 million). We intend to appeal the 2002 assessment through the assessment review process, and also to amend our lawsuit against the City of Calgary to include the 2002 assessment. We believe that both the City’s 2001 and 2002 business tax bylaws are void and invalid. If we are unsuccessful in appealing the tax assessments, and if we are unsuccessful in our lawsuit against the City of Calgary, we will be required to pay the full amount of the 2001 business tax assessment for which we have accrued such amount at December 31, 2001, and also the full amount of the 2002 business tax assessment which payment 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. We are negotiating a settlement with all parties and believe that our potential liability is significantly less than alleged by Weitz or Ghilotti. 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 any actual cost overruns for which we are liable will be reimbursed to Impark U.S. by CBBC.

Item 4.     Submission of Matters To a Vote of Security Holders.

     No matter was submitted to a vote of the Company’s stockholders during the fourth quarter of fiscal 2001.

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PART II.

Item 5.     Market for Registrant’s Common Equity and Related Stockholder Matters

     The Company’s common stock is listed on the American Stock Exchange (“AMEX”). The following table sets forth for the periods indicated the high and low sales prices for our common stock as reported by AMEX.

The number of holders of record of our common stock as of March 8, 2002, was approximately 1,274.

No dividends have been declared on our common stock since their distribution in March 2000. Our policy is to reinvest earnings to fund future growth. Accordingly, we do not anticipate declaring dividends on our common stock in the foreseeable future.

Item 6.     Selected Financial Data

     The selected financial data presented below as at and for periods commencing prior to January 1, 2000 has been calculated by combining information in the combined financial statements of the FUR Parking Business and the FUMI Parking Business and from the consolidated financial statements of Impark Holdings Inc. The selected financial data for these periods has been extracted from audited financial statements. For further information on these financial statements, refer to our Information Statement on Form 10 dated March 27, 2000 that was filed with the Securities and Exchange Commission.

     The selected financial data presented below for the year ended December 31, 2000 has been calculated by combining information in our audited consolidated financial statements for fiscal 2000 with the unaudited combined financial statements of the FUMI Parking Business for the three months ended March 31, 2000. The selected balance sheet data as at December 31, 2000 has been extracted from our audited consolidated financial statements at that date.

     The selected financial data for all periods prior to 2001 is presented on a pro forma basis after giving effect to the following pro forma transactions:

(i)

the elimination of inter-entity lease fees and interest costs;

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	(ii)		the elimination of the asset management fee earned during the period January 1, 1999 to March 27, 2000 for managing the United States parking properties of First Union. The fee agreement was cancelled on March 27, 2000; and
	(iii)		the elimination of interest expense on long-term debt repaid and the note payable capitalized on the combination on March 27, 2000.

     For purposes of presenting selected financial data, an adjustment has not been made for interest income on additional cash balances contributed on the combination on March 27, 2000.

     This financial data should be read in conjunction with the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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