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, 2003


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From ___________ to ___________

Commission File Number 1-15629

IMPERIAL PARKING CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		91-2161409

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


601 West Cordova Street, Suite 300 Vancouver, BC Canada		V6B 1G1

(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:		(604) 681-7311

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

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

The number of shares outstanding of the registrant’s common stock, as of November 7, 2003, was 1,824,639.

INDEX
IMPERIAL PARKING CORPORATION


			Page

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
		Consolidated balance sheets
		—September 30, 2003 and December 31, 2002		3
		Consolidated statements of operations
		—three and nine months ended September 30, 2003 and 2002		4
		Consolidated statement of stockholders’ equity
		—nine months ended September 30, 2003		5
		Consolidated statements of cash flows
		—nine months ended September 30, 2003 and 2002		6
		Notes to consolidated financial statements		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3.		Quantitative and Qualitative Disclosure about Market Risk		16
Item 4.		Controls and Procedures		17
PART II.	OTHER INFORMATION
Item 1.		Legal Proceedings		18
Item 2.		Changes in Securities		19
Item 3.		Defaults upon Senior Securities		19
Item 4.		Submission of Matters to a Vote of Security Holders		19
Item 5.		Other Information		19
Item 6.		Exhibits and Reports on Form 8-K		20
Signatures				22

IMPERIAL PARKING CORPORATION

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


			September 30		December 31
			2003		2002

			(Unaudited)		(restated — note 3)
ASSETS
Current assets:
	Cash and cash equivalents		$	20,677	$	15,138
	Accounts receivable			6,957		6,408
	Current portion of recoverable development costs			878		781
	Inventory			1,124		960
	Deposits and prepaid expenses			2,620		1,347
	Deferred income taxes			—		1,034

		Total current assets		32,256		25,668
Recoverable development costs				1,874		2,435
Fixed assets				16,365		14,350
Management and lease agreements (note 5)				666		867
Other assets				5,537		3,895
Goodwill (note 6)				50,786		45,213

			$	107,484	$	92,428

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Management accounts payable		$	7,816	$	5,889
	Trade accounts payable and other accrued liabilities			9,426		7,479
	Payables to employees and former employees			2,891		2,302
	Sales and other taxes payable			2,603		1,542
	Bank indebtedness			5,869		3,349
	Current portion of other long-term liabilities			1,066		1,581
	Deferred revenue			2,215		1,985

		Total current liabilities		31,886		24,127
Other long-term liabilities				3,556		4,139
Deferred income taxes				2,072		2,690

		Total liabilities		37,514		30,956
Stockholders’ equity:
	Common stock, $.01 par value; 10,000,000 shares authorized 1,823,014 shares issued and outstanding (2002 — 1,822,639)			18		18
	Additional paid-in capital			60,937		60,674
Retained earnings				5,102		4,560
Accumulated other comprehensive income (loss):
	Foreign currency translation adjustment			3,913		(3,780	)

		Total stockholders’ equity		69,970		61,472

			$	107,484	$	92,428

See accompanying notes to interim consolidated financial statements.

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

		2003			2002			2003			2002

					(restated —						(restated —
					note 3)						note 3)
Revenues
	Parking and management contract	$	34,100		$	28,615		$	90,673		$	81,741
	Reimbursement of management contract expenses		8,067			7,528			24,847			22,791

	Total revenues		42,167			36,143			115,520			104,532

Direct costs
	Cost of parking and management contracts		27,924			22,583			73,608			64,323
	Reimbursed management contract expenses		8,067			7,528			24,847			22,791

	Total direct costs		35,991			30,111			98,455			87,114

Gross margin			6,176			6,032			17,065			17,418
Other operating expenses (income):
	General and administrative		4,131			4,128			12,690			12,135
	Depreciation and amortization		683			600			1,872			1,733
	Equity share of limited liability company (income) losses		(138	)		9			(149	)		84

	Total other operating expenses		4,676			4,737			14,413			13,952

Operating income			1,500			1,295			2,652			3,466
Other income (expenses)
	Interest income		80			229			287			397
	Interest expense		(66	)		(93	)		(244	)		(323	)
	Other expense (note 4)		(262	)		—			(977	)		—

Other income (expense), net			(248	)		136			(934	)		74

Earnings before income taxes			1,252			1,431			1,718			3,540
Income tax expense
	Current		571			76			733			308
	Deferred		147			795			443			1,710

			718			871			1,176			2,018

Net earnings		$	534		$	560		$	542		$	1,522

Earnings per share:
	Basic	$	0.29		$	0.31		$	0.30		$	0.84

	Diluted	$	0.29		$	0.29		$	0.29		$	0.79

See accompanying notes to interim consolidated financial statements.

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


										Foreign
	Common stock				Additional					currency
					paid-in			Retained		translation					Comprehensive
	Number		Amount		capital			earnings		adjustment			Total		income

Balance, December 31, 2002, as previously reported		1,822,639	$	18	$	60,730		$	4,504	$	(3,780	)	$	61,472
Retroactive effect of adoption of new accounting policy (note 3)		—		—		(56	)		56		—			—

Balance, December 31, 2002, as restated		1,822,639		18		60,674			4,560		(3,780	)		61,472
Net earnings		—		—		—			542		—			542		542
Foreign currency translation adjustment in period		—		—		—			—		7,693			7,693		7,693
Stock based compensation		—		—		257			—		—			257
Options exercised		375		—		6			—		—			6

Total stockholders’ equity at September 30, 2003		1,823,014	$	18	$	60,937		$	5,102	$	3,913		$	69,970

Comprehensive income															$	8,235

See accompanying notes to interim consolidated financial statements.

IMPERIAL PARKING CORPORATION

Consolidated Statements of Cash Flows
(Unaudited)

Amounts in thousands of United States dollars


			Nine months ended September 30

			2003			2002

						(restated —
						note 3)
Cash flows from operating activities:
Net earnings			$	542		$	1,522
Adjustments to reconcile net earnings to cash provided by operating activities:
	Depreciation and amortization			1,872			1,733
	Recovery of recoverable development costs			468			461
	Equity share of limited liability company (income) losses			(149	)		84
	Stock-based compensation			257			246
	Non-cash interest expense			162			91
	Rent expense in excess of lease payments			357			257
	Deferred income taxes			443			1,710
	Discount on settlement of note receivable			100			—
	Changes in non-cash working capital items, excluding acquisitions:
		Accounts receivable		497			1,061
		Inventory		(12	)		18
		Deposits and prepaid expenses		(779	)		(540	)
		Management accounts payable		1,082			572
		Trade accounts payable and other accrued liabilities		963			(136	)
		Payables to employees and former employees		350			533
		Sales and other taxes payable		921			559
		Deferred revenue		43			(241	)

		Net cash provided by operating activities		7,117			7,930

Cash flows from investing activities
Purchase of fixed assets				(1,774	)		(1,015	)
Change in other assets				(2,864	)		(63	)
Settlement of note receivable				1,036			—
Increase in recoverable development costs				—			(1,491	)
Acquisition of management and lease agreements				—			(766	)
Additional consideration on acquisition of parking business				(1,108	)		(1,836	)

		Net cash used in investing activities		(4,710	)		(5,171	)

Cash flows from financing activities
Proceeds from bank indebtedness				3,000			—
Repayment of bank indebtedness				(482	)		(397	)
Change in other long-term liabilities				(542	)		(94	)
Exercise of stock options				6			64

		Net cash provided by (used in) financing activities		1,982			(427	)

Effect of exchange rate changes on cash and cash equivalents				1,150			(20	)

Increase in cash and cash equivalents				5,539			2,312
Cash and cash equivalents, beginning of period				15,138			10,991

Cash and cash equivalents, end of period			$	20,677		$	13,303

Supplementary information:
	Interest paid			70			99
	Income taxes paid			479			335

See accompanying notes to interim consolidated financial statements.

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, 2003, and for all periods presented, have been included. These financial statements should be read in conjunction with the financial statements, and notes thereto, included in Impark’s annual report on Form 10-K for the fiscal year ended December 31, 2002. Except as indicated in note 3, the principles applied in the preparation of these interim consolidated financial statements are consistent with those applied in the consolidated financial statements included in the annual report on Form 10-K. Operating results for the three and nine months ended September 30, 2003 are not necessarily indicative of the results that may by expected for the fiscal year ending December 31, 2003.

2. EARNINGS PER SHARE

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

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


		Three Months Ended September 30

		2003						2002

		Income		Common				Income		Common
		available		shares		Per share		available		shares		Per share
		($000's)		(000's)		amount		($000's)		(000's)		amount

Basic earnings per share
	Net earnings	$	534		1,823	$	0.29	$	560		1,820	$	0.31
	Effect of dilutive stock options		—		50		—		—		80		(0.02	)

Diluted earnings per share		$	534		1,873	$	0.29	$	560		1,900	$	0.29


		Nine months Ended September 30

		2003							2002

		Income		Common					Income		Common
		available		shares		Per share			available		shares		Per share
		($000's)		(000's)		amount			($000's)		(000's)		amount

Basic earnings per share
	Net earnings	$	542		1,823	$	0.30		$	1,522		1,822	$	0.84
	Effect of dilutive stock options		—		50		(0.01	)		—		95		(0.05	)

Diluted earnings per share		$	542		1,873	$	0.29		$	1,522		1,917	$	0.79

3. STOCK OPTIONS

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

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

Adoption of the recognition and measurement provisions of SFAS 123 resulted in a decrease of $454,000 in additional paid in capital as at January 1, 2002, an increase of $454,000 in opening retained earnings as at January 1, 2002 and an increase in stock based compensation expense recognized of $166,000 for the three months ended September 30, 2002, and an increase of $302,000 for the nine months ended September 30, 2002, from the amounts previously reported. For the year ended December 31, 2002, adoption of the recognition provisions of SFAS 123 resulted in an increase in stock based compensation expense of $398,000, a decrease in additional paid in capital of $56,000 as at December 31, 2002 and an increase of $56,000 in retained earnings as at December 31, 2002.

4. OTHER EXPENSES

In January 2003, a Special Committee of the Company’s Board of Directors was formed for the purpose of exploring strategic alternatives available to the Company in the context of the decision by Gotham Partners to sell its ownership interest in the Company. The Special Committee has engaged professional advisors to assist it in this review. The Company incurred $262,000 in professional fees payable to the advisors during the three months ended September 30, 2003 (2002 — nil), and $977,000 for the nine months ended September 30, 2003 (2002 — nil), which expenses have been expensed as incurred.

5. MANAGEMENT AND LEASE AGREEMENTS

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

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


	September 30, 2003			December 31, 2002

Cost	$	2,101		$	1,982
Accumulated amortization		(1,435	)		(1,115	)

	$	666		$	867

6. GOODWILL


	September 30, 2003

Carrying value, beginning of period	$	45,213
Effect of exchange rates		5,708
Adjustment to prior year acquisitions on payment of contingent consideration		(135	)

Carrying value, end of period	$	50,786

7. BUSINESS SEGMENTS

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


	Three Months Ended September 30

	2003							2002

	Canada		U.S.			Total		Canada		U.S.			Total

Parking and management contract revenue	$	15,414	$	18,686		$	34,100	$	13,264	$	15,351		$	28,615
Total revenue		21,377		20,790			42,167		18,634		17,509			36,143
Depreciation and amortization		343		340			683		317		283			600
Operating income (loss)		1,512		(12	)		1,500		1,659		(364	)		1,295
Income tax expense		648		70			718		645		226			871
Goodwill		41,621		9,165			50,786		35,709		9,300			45,009
Long-lived assets		15,440		7,128			22,568		13,749		5,498			19,247
Total assets		72,808		34,676			107,484		59,985		31,375			91,360


	Nine months Ended September 30

	2003							2002

	Canada		U.S.			Total		Canada		U.S.			Total

Parking and management contract revenue	$	44,197	$	46,476		$	90,673	$	39,316	$	42,425		$	81,741
Total revenue		61,825		53,695			115,520		55,392		49,140			104,532
Depreciation and amortization		952		920			1,872		906		827			1,733
Operating income (loss)		4,333		(1,681	)		2,652		4,972		(1,506	)		3,466
Income tax expense		1,549		(373	)		1,176		1,789		229			2,018
Goodwill		41,621		9,165			50,786		35,709		9,300			45,009
Long-lived assets		15,440		7,128			22,568		13,749		5,498			19,247
Total assets		72,808		34,676			107,484		59,985		31,375			91,360

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 continue to defend itself against the claim. The Company has accrued at September 30, 2003 its best estimate of the costs related to this action, but in the event the Company is unsuccessful, any damages awarded to Sterling in excess of this amount could have a material effect on our financial position or results of operations.

In February 2002, the City of Calgary (“the City”) passed a 2002 Business Tax Bylaw, which approximately tripled the business tax for the Company’s operations in Calgary for the 2002 calendar year to approximately $1.0 million (Canadian $1.4 million). In February 2003, the City passed a 2003 Business Tax Bylaw, which imposed the same rate and assessment method of business tax for the Company’s operations for 2003 as was used in 2002, at an amount of approximately $0.9 million (C$1.3 million). The Company is appealing the assessments through the assessment review process and also applying for a court ruling that the bylaws are void or invalid. In July 2003, the Alberta Municipal Government Board (“MGB”) determined that the assessment method used by the City in 2002 was not assessed fairly in that year. If the City does not appeal this decision of the MGB by December 31, 2003, the Company will be entitled to a refund of a substantial portion of the assessed taxes for 2002. With respect to the 2002 business tax assessment, if the City appeals the July 2003 decision of the MGB and the Company is unsuccessful in defending the appeal, and if the Company is unsuccessful in its lawsuit against the City, it will be required to pay the full amount of the 2002 assessment, currently $1.0 million. With respect to the 2003 business tax assessment, if the Company is unsuccessful in appealing the assessment and if it is unsuccessful in its lawsuit against the City, it will be required to pay the full amount of the 2003 assessment, currently $0.9 million. At September 30, 2003, the Company has accrued the full assessment for 2002 and the proportionate amount for the year of the 2003 assessment, and has paid approximately 60% of the amounts accrued.


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.

OVERVIEW

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

Revenue earned from each type of arrangement for the three and nine months ended September 30, 2003 and 2002, and the number of facilities operated as at September 30, 2003 and 2002, are as follows:


						Revenue

		# of locations at				Three months ended				Nine months ended
		September 30				September 30				September 30

		2003		2002		2003		2002		2003		2002

						(thousands of United States dollars)
Parking and management contract revenue
	Leased		598		569	$	27,909	$	23,221	$	72,828	$	65,217
	Managed		1,087		1,047		5,705		4,990		16,414		15,266
	Owned		15		15		486		404		1,431		1,258

			1,700		1,631		34,100		28,615		90,673		81,741

Reimbursement of management contract expenses							8,067		7,528		24,847		22,791

Total revenues						$	42,167	$	36,143	$	115,520	$	104,532

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

Total revenues for the third quarter of fiscal 2003 increased $6.0 million, or 16.7%, to $42.1 million from $36.1 million for the third quarter of fiscal 2002. Excluding an increase of $0.5 million in the reimbursement of management contract expenses, which are directly offset by an equivalent increase in reimbursed management contract expenses within direct costs, there was an increase of $5.5 million in revenues. This increase was generally as a result of continuing to open new facilities and from a stronger Canadian dollar. If the Canadian dollar exchange rate in 2003 had remained the same as it was in 2002, total revenues for the third quarter of fiscal 2003 would have increased by only $3.6 million, or 10.0%.

Revenues from leased facilities for the third quarter of fiscal 2003 increased to $27.9 million from $23.2 million in the third quarter of fiscal 2002, an increase of $4.7 million, or 20.2%. There was an increase of $3.2 million in the United States largely as a result of opening new locations, notably in Milwaukee, with Miller Park — the baseball stadium for the Milwaukee Brewers, and in Miami, which increased its number of leased facilities from five at September 30, 2002 to thirteen at September 30, 2003. This increase in revenue in the U.S. is net of a decrease of $1.0 million in Chicago and Minneapolis. The decrease in these cities was largely the result of the sale, by a landlord, of a significant leased facility in Chicago and the subsequent renewal of the agreement by the new landlord as a management contract effective January 2003, and our decision not to renew an unprofitable lease in Minneapolis in the fourth quarter of 2002. These two facilities contributed approximately $1.6 million of leased revenue in the third quarter of fiscal 2002. In Canada, there was a $1.5 million increase in leased revenue, which was largely due to a stronger Canadian dollar. The average exchange rate for the third quarter of 2003 was C$1.00 = US$0.72, compared to US$0.64 for the third quarter of 2002. In local currency terms, leased revenue in Canada increased C$0.1 million for the third quarter of 2003, compared to the same period in 2002, largely as a result of adding new locations.

Management contract revenues for the third quarter of fiscal 2003 increased by $0.7 million, or 14.3%, to $5.7 million from $5.0 million for the third quarter of fiscal 2002. Of this increase, approximately $0.3 million is due to the stronger Canadian dollar and $0.4 million to new contracts.

The direct costs incurred in providing services under parking and management contracts in the third quarter of 2003 increased to $27.9 million from $22.6 million in the third quarter of 2002, an increase of $5.3 million, or 23.7%. Rent expense increased by $3.7 million, or 25.2%, to $18.6 million the third quarter of 2003 from $14.9 million for the third quarter of 2002. Rent as a percentage of leased revenues, increased to 66.7% in the third quarter of 2003 from 64.0% in the same quarter of 2002. The increase is due to an increase in Canada in rent as a percentage of leased revenues. We opened several new lease locations in Toronto, and as with any new lease we expect that rent as a percentage of leased revenues will be higher at the start of the lease term. Furthermore, in Calgary an increase in office vacancy rates in certain areas of downtown combined with lease renewals at higher rent produced an increase in rent as a percentage of leased revenue. The increase in other direct costs of $1.6 million, or 20.6%, from $7.7 million to $9.3 million, includes $0.4 million of costs associated with operating the new contracts at the Mirabel and Dorval airports in Montreal, Quebec, and Miller Park in Milwaukee; and $0.4 million for the effect of the stronger Canadian dollar on other direct costs. The cost of parking and management contracts as a percentage of revenue from parking and management contracts increased to 81.9% in the third quarter of fiscal 2003 from 78.9% in the third quarter of fiscal 2002.

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

General and administrative expenses remained unchanged at $4.1 million for both the third quarter of fiscal 2003 and 2002. A realized foreign exchange gain of $0.1 million in the third quarter of fiscal 2003 was offset by a $0.1 million increase in Canadian general and administrative expenses resulting from the stronger Canadian dollar. General and administrative expenses, as a percentage of total revenues, decreased to 9.8% for the third quarter of fiscal 2003 compared to 11.4% for the third 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 third quarter of fiscal 2002 is that stock-based compensation expense for the quarter, which is included in general and administrative expenses, increased by $166,000 from a recovery of $80,000, as previously reported, to an expense of $86,000.

Other non-operating expenses in the third quarter of fiscal 2003 include $0.3 million of professional fees, which we incurred in exploring the alternatives available to the Company in the context of the decision by Gotham Partners’ (“Gotham”), our principal shareholder, to sell its ownership interest. We expect that we will continue to incur professional advisor fees until the Gotham matter has been resolved.

Income tax expense for fiscal 2003 includes our current tax liability for Canadian operating profits, and capital and state taxes, and a deferred tax expense as we utilized the balance of 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. During the third quarter of 2003, we utilized all of our net operating losses in Canada, and have now started to incur a current, rather than a deferred, tax liability for any operating profits in Canada.

Earnings for the third quarter of 2003 were $0.5 million — unchanged from third quarter earnings in 2002 of $0.5 million. A higher gross margin of $0.1 million; an improvement in our share of Limited Liability company results of $0.1 million; and lower income tax expense of $0.2 million; was offset by lower net interest income of $0.1 million; and $0.3 million of Special Committee expenses.

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2002

Total revenues for the first nine months of fiscal 2003 increased $11.0 million, or 10.5%, to $115.5 million from $104.5 million for the first nine months of fiscal 2002. Excluding an increase of $2.1 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 $8.9 million in revenues. This was generally as a result of continuing to open new facilities and from a stronger Canadian dollar. If the Canadian dollar exchange rate in 2003 had remained the same as it was in 2002, total revenues for the third quarter of fiscal 2003 would have increased by only $5.4 million, or 5.2%.

Revenues from leased facilities for the first nine months of fiscal 2003 increased to $72.8 million from $65.2 million in the first nine months of fiscal 2002, an increase of $7.6 million, or 11.7 %. There was an increase of $4.5 million in the United States largely as a result of opening new locations, notably in Milwaukee, with Miller Park — the baseball stadium for the Milwaukee Brewers, and in Miami, which increased its number of leased facilities from five at September 30, 2002 to thirteen at September 30, 2003. This increase in revenue in the U.S. is net of a decrease of $3.7 million in Chicago and Minneapolis. The decrease in these cities was the result of the sale, by a landlord, of a significant leased facility in Chicago and the subsequent renewal of the agreement by the new landlord as a management contract effective January 2003, and our decision not to renew an unprofitable lease in Minneapolis in the fourth quarter of 2002. These two facilities contributed approximately $4.8 million of leased revenue in the first nine months of fiscal 2002. In Canada, there was a $3.1 million increase in leased revenue, which was largely due to a stronger Canadian dollar. The average exchange rate for the first nine months of 2003 was C$1.00 = US$0.70, compared to US$0.64 for the first nine months of 2002. In local currency terms however, leased revenue in Canada decreased C$0.3 million for the first nine months of 2003, compared to the same period in 2002. An increase of C$1.6 million in Toronto, largely from adding four new lease locations from September 30, 2002 to September 30, 2003, was offset by a decrease of C$1.9 million in other Canadian cities as a result of severe winter weather in 2003 and a decline in hotel, tourism and other traffic.

Management contract revenues for the first nine months of fiscal 2003 increased by $1.1 million, or 7.5%, to $16.4 million from $15.3 million for the first nine months of fiscal 2002. Of this increase, approximately $0.6 million is due to the stronger Canadian dollar and $0.5 million to new contracts.

The direct costs incurred in providing services under parking and management contracts in the first nine months of 2003 increased to $73.6 million from $64.3 million in the first nine months of 2002, an increase of $9.3 million, or 14.4 %. Rent expense increased by $5.8 million, or 14.0%, to $47.5 million for the first nine months of 2003 from $41.7 million for the first nine months of 2002. Rent as a percentage of leased revenues, increased to 65.3% in the first nine months of 2003 from 64.0% in the same period of 2002. The increase is due to an increase in Canada in rent as a percentage of leased revenues. We opened several new lease locations in Toronto, and as with any new lease we expect that rent as a percentage of leased revenues will be higher at the start of the lease term. Furthermore, in Western Canada leased revenue declined 6.8% in local currency terms for the first nine months of 2003 compared to 2002, producing an increase in rent as a percentage of revenue because of the usually fixed nature of rent expense for leases. The increase in other direct costs of $3.4 million, or 15.2%, from $22.6 million to $26.0 million, includes an increase in snow clearing and removal costs of $0.2 million from the harsher winter in 2003; $1.0 million of costs associated with operating the new contracts at the Mirabel and Dorval airports in Montreal, Quebec and Miller Park in Milwaukee; $0.8 million for the effect of the stronger Canadian dollar on other direct costs; a discount of $0.1 million granted on the early settlement of the outstanding balance due from the San Francisco Giants for their share of development costs; and $0.3 million of increased business taxes in Calgary. Although the business tax assessment for our lots in Calgary for 2003 is approximately the same as 2002, we were in the initial stages of appealing it in the first nine months of 2002 and had not fully accrued at the time for the increase over the prior year. The increases in other direct costs for the first nine months of fiscal 2003 were offset by a recovery of $0.3 million for an amount previously accrued in 2002 for a property tax assessment, which we successfully appealed in 2003. The cost of parking and management contracts as a percentage of revenue from parking and management contracts increased to 81.2% in the first nine months of fiscal 2003 from 78.7% in the first nine months of fiscal 2002.

still determining the impact, if any, of this decision upon amounts paid to the City in 2001 and 2003 as well. We have accrued at September 30, 2003 the proportionate amount for the year of the 2003 assessment and the full assessment for 2002. We have paid approximately 60% of the amounts accrued. We have provided further details of this issue in this quarterly report in Part II, Item 1 — Legal Proceedings.

General and administrative expenses increased $0.6 million, or 4.6%, from $12.1 million for the first nine months of fiscal 2002 to $12.7 million for the first nine months of fiscal 2003. $0.4 million of the increase resulted from the stronger Canadian dollar. The remainder of the increase largely occurred in our U.S. expansion cities of Chicago, Miami and San Francisco, and from relocating our U.S. head office to Philadelphia, offset by a realized foreign exchange gain of $0.1 million. General and administrative expenses, as a percentage of total revenues, decreased to 11.0% for first nine months of fiscal 2003 from 11.6% for the first nine months 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 nine months of fiscal 2002 is that stock-based compensation expense for the period, which is included in general and administrative expenses, increased by $302,000 from a recovery of $56,000, as previously reported, to an expense of $246,000.

Other non-operating expenses in the first nine months of fiscal 2003 include $1.0 million of professional fees, which we incurred in exploring the alternatives available to the Company in the context of the decision by Gotham Partners’ (“Gotham”), our principal shareholder, to sell its ownership interest. We expect that we will continue to incur professional advisor fees until the Gotham matter has been resolved.

Earnings for the first nine months of 2003 were $0.5 million — a decrease of $1.0 million from earnings for the first nine months of 2002 of $1.5 million. This decrease is primarily due to lower gross margin of $0.3 million; higher general and administrative expenses of $0.6 million; higher depreciation and amortization of $0.1 million; $1.0 million of Special Committee expenses; offset by an improvement in our share of Limited Liability company results of $0.2 million; and lower income tax expense of $0.8 million.

LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2003, we had cash and cash equivalents of $20.7 million. This represents an increase of $5.5 million for the first nine months of fiscal 2003 from the balance at December 31, 2002. The increase resulted from $7.1 million of cash generated from operations, $2.0 million provided by financing activities and $1.1 million for the effect of exchange rate changes on cash; offset by $4.7 million used in investing activities.

The cash generated from operations for the first nine months of fiscal 2003 includes the majority of the annual revenue we expect to generate from the parking facilities at the PacBell and Miller Park baseball stadiums, as the regular baseball season ends at the end of September. However, some of the rent payable under the lease agreements for these facilities is not due until the fourth quarter of 2003 or the first quarter of 2004. At September 30, 2003, approximately $2.0 million was payable in respect of these agreements, and is included in accrued liabilities on our Balance Sheet.

September was also a strong month for collecting revenue on our management accounts. The end of the summer vacation period for many employees increased traffic in many downtown cores and students return to colleges and universities where we manage the parking. The net revenue collected on management accounts is typically remitted to our landlords the following month, so September’s net revenue will typically be paid in October and is included in management accounts payable on our Balance Sheet.

In the third quarter of fiscal 2003 we utilized the remaining net operating losses that we had in Canada to offset taxable income. Accordingly, we started to accrue for income taxes payable in Canada during the third quarter and had accrued $0.3 million at September 30, 2003 in respect of the portion of third quarter profits in Canada that were taxable. We

expect to start paying tax instalments in Canada in the fourth quarter of fiscal 2003 on account of income taxes payable for fiscal 2003.

The cash used in investing activities during the first nine months of fiscal 2003 included $3.0 million in respect of an advance license fee under a ten year license agreement to manage the parking operations at Miller Park in Milwaukee, Wisconsin. This prepayment is included in other assets and is being amortized on a straight-line basis over the term of the agreement. We also paid $1.1 million to the former shareholders of DLC during the first nine months of fiscal 2003. This was the second of five annual deferred payments and 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, 2003. We had previously accrued this payment as part of our acquisition. The difference of $135,000 from the amount previously accrued has been allocated to goodwill. We also received during the first nine months of fiscal 2003, $1.0 million from the San Francisco Giants in early settlement of the outstanding balance due from them of $1.1 million for their share of the parking facility development costs. The discount of $0.1 million was expensed in the first nine months of fiscal 2003. The balance was originally to be recovered from any future participation rent payable to the Giants.

At September 30, 2003, we had $5.9 million of bank debt outstanding. We borrowed $3.0 million under our credit facility during the first nine months of 2003 to fund the advance license fee for Miller Park. After originally drawing down $6.9 million on the non-revolving loan facility and using $2.2 million for outstanding letters of credit, we have $10.9 million remaining of a $20.0 million credit facility with HSBC Canada to fund working capital requirements, acquisitions and other capital investment opportunities.

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

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

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

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

Contractual Obligations and Commercial Commitments

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rates

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

Our bank indebtedness of $5.9 million at September 30, 2003 bears interest at rates that vary with changes in the London Interbank Offered Rate (“LIBOR”). Based on our current borrowing level, a 1% change in LIBOR would impact net earnings by less than $0.1 million annually.

Foreign Currency Exposure

We operate wholly owned subsidiaries in Canada. Total revenues from Canadian operations amounted to $21.4 million and $18.6 million for the three months ended September 30, 2003 and 2002, respectively, and $61.8 million and $55.4 million for the nine months ended September 30, 2003 and 2002, respectively. We intend to continue to invest in Canadian facilities, and may identify expansion opportunities in other foreign countries. Our exposure to foreign currency

fluctuations is mitigated as the Canadian dollar revenues are offset by Canadian dollar operating costs. In limited circumstances we have denominated Canadian contracts in U.S. dollars to limit currency exposure. Our net earnings in Canada for the nine months ended September 30, 2003 were approximately $2.1 million, or C$3.0 million translated at the average exchange rate for the period of C$1.00 = US$0.70. If the exchange rate used for the nine months ended September 30, 2003 had been US$0.66 instead of US$0.70, the effect would be to decrease our net earnings by less than $0.1 million. Presently, we have no formal hedging programs and have no outstanding derivative contracts. We would consider implementing a hedging program if such risk materially increases.

ITEM 4. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management conducted an evaluation with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of the Company’s disclosure controls and procedures, as of the end of the last fiscal quarter. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that they believe the Company’s disclosure controls and procedures are reasonably effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. We intend to continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and we may from time to time make changes to the disclosure controls and procedures to enhance their effectiveness and to ensure that our systems evolve with our business.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The provision of services to the public entails an inherent risk of liability. We are engaged from time to time in routine litigation incidental to our business. Other than cases involving Sterling Parking Ltd. and the City of Calgary in Calgary, Alberta and certain employees in Seattle, Washington, described below, there is no legal proceeding to which we are a party which, if decided adversely we anticipate could have a material adverse effect on our results of operation or financial condition. We attempt to disclaim liability for personal injury in facilities we operate. We also carry liability insurance that we believe meets or exceeds industry standards as determined by our landlords. We can provide no assurances, however, that any future legal proceedings (including any related judgments, settlements or costs) will not have a material adverse effect on our financial condition, liquidity or results of operations. Apart from developments in the City of Calgary business tax matter and the addition of the Seattle matter, which are discussed below, there has been no material change in the status of the litigation described below since our quarterly report on Form 10-Q for the quarter ended June 30, 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 commenced their own action in British Columbia on November 12, 1999, seeking a declaration that no amounts are owing to either Newcourt or Oracle under the license and services agreement. The Ontario lawsuit has been stayed pending the resolution of the B.C. action. The B.C. action is in pre-trial proceedings. No trial date has been scheduled. First Union Real Estate Equity and Mortgage Investments (“FUR”) has agreed in writing to indemnify Impark Canada with respect to all liabilities and damages that may be incurred by Impark with respect to this claim. FUR is an affiliate of FUMI and is publicly listed on the New York Stock Exchange.

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

Impark Canada commenced a lawsuit against the City of Calgary in Alberta, Canada in the Queen’s Bench of Alberta on April 12, 2001. The City of Calgary had earlier passed a business tax bylaw in 2001 imposing a revised method for calculating the business tax payable by commercial parking lot operators in that city. The new bylaw imposes a business tax on the basis of the square footage of the premises leased or operated, as opposed to the historical method of assessing business taxes on the basis of rent paid by the lessee. Impark Canada is applying for a court ruling that the 2001 bylaw is void for vagueness or that it is invalid because of its discriminatory effect. Impark Canada is also appealing the increased business taxes through the government assessment review process. We were unsuccessful in our first stage of appeal of the 2001 business taxes at the Calgary City Assessment Review Board (“ARB”) and again at our second stage of appeal at the Alberta Municipal Government Board (“MGB”). In February 2002, the City of Calgary passed a 2002 Business Tax Bylaw, which approximately tripled the business tax for Impark operations in Calgary for the 2002 calendar year to approximately $1.0 million (C$1.4 million). We were unsuccessful in our first stage of appeal of the 2002 business taxes at the ARB and appealed this decision to the MGB in November 2002. The MGB released its decision in July 2003 and determined that the assessment method used by the City in 2002 was not assessed fairly in that year. If the City does not appeal this decision of the MGB, Impark Canada will be entitled to a refund of a substantial portion of the assessed taxes for 2002. We are still determining the impact, if any, of this decision upon amounts paid to the City in 2001 and 2003 as

well. In February 2003, the City of Calgary passed a 2003 Business Tax Bylaw, which imposed the same rate and assessment method of business tax for Impark operations in Calgary for the 2003 calendar year as was used in 2002, at an amount of approximately $0.9 million (C$1.3 million). We were unsuccessful in our first stage of appeal of the 2003 business taxes at the ARB in April 2003 and have appealed this decision to the MGB, which we expect will hear the appeal in November 2003. We have amended our lawsuit against the City of Calgary to include the 2002 and 2003 assessments. The lawsuit is currently in pre-trial proceedings and no trial date has been set. We believe that the City’s 2001, 2002 and 2003 business tax bylaws are void and invalid. With respect to the 2001 business tax assessment, if we are unsuccessful in our lawsuit against the City of Calgary, then we will not be entitled to the return of any portion of the 2001 business tax assessment, which we have already paid in 2001. With respect to the 2002 business tax assessment, if the City appeals the July 2003 decision of the MGB and we are unsuccessful in defending the appeal, and if we are unsuccessful in our lawsuit against the City of Calgary, we will be required to pay the full amount of the 2002 assessment, currently $1.0 million, for which we have fully accrued such amount at September 30, 2003. With respect to the 2003 business tax assessment, if we are unsuccessful in appealing the assessment and if we are unsuccessful in our lawsuit against the City of Calgary, we will be required to pay the full amount of the 2003 assessment, currently $0.9 million, for which we have accrued the proportionate amount for the year at September 30, 2003.

On February 13, 2003, three former employees of Imperial Parking (U.S.), Inc. (“Impark US”) in Seattle, Washington started a lawsuit against Impark US in respect of alleged violations of the Washington Industrial Welfare Act. The plaintiffs are seeking to have the lawsuit certified as a class action on behalf of all current and former parking attendants of Impark US in Seattle. The plaintiffs allege that Impark US, during the three year period prior to the lawsuit and continuing to date: (a) failed to provide attendants with one ten-minute paid rest break for each four hours of work, and (b) failed to pay overtime pay to attendants. The plaintiffs seek monetary damages, statutory penalties and injunctive relief on behalf of the class. The total damages claimed by the plaintiffs are unspecified at this time and are stated to be proven at trial. The lawsuit is in pre-trial proceedings. No trial date has been set. We believe that the plaintiffs’ allegations are without merit, the lawsuit should not be certified as a class action, and that the actual damages suffered by the plaintiffs, if any, are minimal. We have accrued at September 30, 2003 our best estimate of costs related to this action; however; any damages awarded against Impark US in excess of this amount could have a material effect on our financial position and results of operation.

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).

	10.3	Huntzinger Employment Agreement (Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement No. 001-15629 on Form 10/A as filed on March 21, 2000).

	10.4	Wallner Employment Agreement (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement No. 001-15629 on Form 10/A as filed on March 21, 2000).

	10.5	Newsome Employment Agreement (Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K as filed on March 27, 2003).

	10.6	$20.0 million Credit Facility (Incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K as filed on March 28, 2001).

	10.7	Restricted Stock Agreement for Annual Stock Grant to Directors (Incorporated by reference to Exhibit 10.11 on the Company’s Quarterly Report on Form 10-Q as filed on November 13, 2001).

	10.8	Amended and Restated Share Purchase Agreement between Imperial Parking (U.S.), Inc. and the shareholders of DLC (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K as filed on July 12, 2001).

	10.9	Standstill Agreement between Gotham Partners and the Registrant (Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K as filed on January 23, 2003).

	10.10	Gottlin Employment Agreement (Incorporated by reference to Exhibit 10.10 on the Company’s Quarterly Report on Form 10-Q as filed on May 12, 2003).

	21.1*	Subsidiaries of the Registrant (Attached herewith).

	31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (Attached herewith)


Exhibit No.		Description

	31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (Attached herewith)

	32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Attached herewith)

	32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Attached herewith)

(b)

Reports on Form 8-K

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

August 15, 2003 — Item 12. Results of Operations and Financial Condition — Announcement of second quarter earnings

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, 2003		/s/ J. Bruce Newsome J. Bruce Newsome Chief Financial Officer (Authorized officer)

IMPERIAL PARKING CORP 10-Q