<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended June 30, 2000
[ ] 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 31-1537375
------------------------------------ --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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 [ ]
The number of shares outstanding of each of the registrant's classes of common
stock, as of August 2, 2000 was 2,127,762.
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1
<PAGE> 2
INDEX
IMPERIAL PARKING CORPORATION
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
Item 1. Financial Statements (Unaudited)(1)
Overview of Financial Statements...................................... 3
Consolidated balance sheets
--June 30, 2000 and December 31, 1999................................. 4
Consolidated and pro forma combined statements of operations
-- three and six months ended June 30, 2000 and 1999.................. 5
Consolidated statements of stockholders' equity
--six months ended June 30, 2000...................................... 6
Consolidated statements of cash flows
-- six months ended June 30, 2000 and 1999............................ 7
Notes to consolidated financial statements............................ 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................... 12
Item 3. Quantitative and Qualitative Disclosure about Market Risk............. 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................... 15
Item 4. Submission of Matters to a Vote of Security Holders................... 16
Item 6. Exhibits and Reports on Form 8-K...................................... 16
Signatures........................................................................ 18
</TABLE>
----------------
(1) for an explanation of the basis of presentation in the financial statements
refer to the Notes to the consolidated financial statements.
2
<PAGE> 3
IMPERIAL PARKING CORPORATION
Overview of Financial Statements
Imperial Parking Corporation (Impark) is the corporation which resulted from the
combination 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 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. Since April 1997 subsidiaries of
First Union have 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 Impark. Since April 1997 subsidiaries of FUMI have
carried on these activities. The continuing 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 Impark 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 common stock to the shareholders
of First Union. For further information regarding this detailed plan of
organization and distribution of common stock, of Impark, refer to the
Information Statement on Form 10 dated March 27, 2000.
The unaudited consolidated balance sheet of Impark at June 30, 2000 reflects the
combination of the businesses described above. This business combination has
been accounted for by the purchase method with the FUR Parking Business
identified as the acquirer. The business combination has been recognized with
effect from the close of business on March 31, 2000. Additional information is
provided in note 2 to the unaudited consolidated financial statements.
The unaudited consolidated statements of operations present the results of
operations for the three and six months ended June 30, 2000 and 1999 for Impark,
including in its predecessor form as the FUR Parking Business. The unaudited pro
forma combined statements of operations present the results for Impark combined
with the FUMI parking related business, as further described in note 1(b). The
operations of the acquired business, the FUMI Parking Business, have been
presented separately in the acquisition note, Note 2 to these financial
statements.
3
<PAGE> 4
IMPERIAL PARKING CORPORATION
Consolidated Balance Sheets
Dollar amounts in thousands
<TABLE>
<CAPTION>
DECEMBER 31 JUNE 30
1999 2000
------------ -----------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash $ 1,984 $ 14,039
Accounts receivable 30 3,008
Receivables from related parties 1,717 --
Inventory -- 895
Deposits and prepaid expenses -- 674
Current portion of deferred costs -- 952
-------- --------
Total current assets 3,731 19,568
Deferred costs -- 5,178
Notes receivable from related parties 17,330 --
Fixed assets 8,721 14,443
Management and lease agreements -- 706
Other assets 331 3,396
Goodwill -- 43,270
-------- --------
$ 30,113 $ 86,561
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable and other accrued liabilities $ 254 $ 8,980
Rents payable -- 6,761
Deferred revenue -- 4,159
Payable to First Union Management, Inc. a related party 403 --
-------- --------
Total current liabilities 657 19,900
Note payable to First Union Real Estate Equity and Mortgage
Investments, parent company 28,061 --
Other liabilities 24 1,015
-------- --------
Total liabilities 28,742 20,915
Stockholders' equity:
Common stock, $.01 par value; 10,000,000 shares authorized, -- 21
2,127,762 shares issued and outstanding
Additional paid - in capital 17,017 64,948
Retained earnings (deficit) (14,984) 911
Accumulated other comprehensive income (loss)
Foreign currency translation adjustment (662) (234)
-------- --------
Total stockholders' equity 1,371 65,646
-------- --------
$ 30,113 $ 86,561
======== ========
</TABLE>
4
<PAGE> 5
IMPERIAL PARKING CORPORATION
Consolidated and Pro Forma Combined Statements of Operations
(Unaudited)
Dollar amounts in thousands, except earnings per share
THREE MONTHS ENDED JUNE 30
<TABLE>
<CAPTION>
IMPARK PRO FORMA
------------
(NOTE 1 (b))
------------
1999 2000 1999
-------- -------- ------------
<S> <C> <C> <C>
Revenues $ 144 $ 17,861 $ 15,567
Direct cost -- 13,166 11,423
-------- -------- --------
Gross margin 144 4,695 4,144
Other operating expenses:
General and administrative (1) 2,807 1,251
Depreciation and amortization 10 1,200 1,457
-------- -------- --------
Total other operating expenses 9 4,007 2,708
-------- -------- --------
Operating income (loss) 135 688 1,436
Other income (expenses):
Interest income 1,005 317 --
Interest expense (753) -- --
Other -- -- (101)
-------- -------- --------
Other income, net 252 317 (101)
-------- -------- --------
Income before income taxes 387 1,005 1,335
Income tax expense -- 94 22
-------- -------- --------
Net income $ 387 $ 911 $ 1,313
======== ======== ========
Earnings per share:
Basic and diluted $ 0.18 $ 0.43 $ 0.62
======== ======== ========
</TABLE>
5
<PAGE> 6
IMPERIAL PARKING CORPORATION
Consolidated and Pro Forma Combined Statements of Operations
(Unaudited)
Dollar amounts in thousands, except earnings per share
SIX MONTHS ENDED JUNE 30
<TABLE>
<CAPTION>
IMPARK PRO FORMA
(NOTE 1 (b))
-------------------------
1999 2000 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $ 288 $ 17,988 $ 29,400 $ 32,492
Direct cost -- 13,166 22,368 24,036
-------- -------- -------- --------
Gross margin 288 4,822 7,032 8,456
Other operating expenses:
General and administrative (1) 2,897 4,040 5,564
Depreciation and amortization 22 1,210 2,761 2,261
-------- -------- -------- --------
Total other operating expenses 21 4,107 6,801 7,825
-------- -------- -------- --------
Operating income (loss) 267 715 231 631
Other income (expenses):
Interest income 1,966 1,352 -- 317
Interest expense (1,458) (786) -- --
Other -- -- (101) --
-------- -------- -------- --------
Other income (expense), net 508 566 (101) 317
-------- -------- -------- --------
Income before income taxes 775 1,281 130 948
Income tax expense -- 94 118 155
-------- -------- -------- --------
Net income $ 775 $ 1,187 $ 12 $ 793
======== ======== ======== ========
Earnings per share:
Basic and diluted $ 0.36 $ 0.56 $ 0.01 $ 0.37
======== ======== ======== ========
</TABLE>
6
<PAGE> 7
IMPERIAL PARKING CORPORATION
Consolidated Statement of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Foreign
Common stock Additional Retained currency
---------------------- paid-in earnings translation Comprehensive
Dollar amounts in thousands Number Amount capital (deficit) adjustment Total income
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, Impark (as FUR Parking
Business), December 31, 1999 -- $ -- $ 17,017 $ (14,984) $ (662) $ 1,371
Contributions by First Union:
To repay outstanding credit
facility -- -- 26,369 -- -- 26,369
Interest in limited
liability company -- -- 3,413 -- -- 3,413
Cash for working capital and
to fund future costs of
limited liability company -- -- 5,879 -- -- 5,879
In settlement of obligations
to related parties -- -- 8,284 -- -- 8,284
To acquire net assets of
FUMI parking related business -- -- 18,604 -- -- 18,604
Net earnings for the period -- -- -- 1,187 -- 1,187 $ 1,187
Foreign currency translation
adjustment in period -- -- -- -- 428 428 428
Capitalization of Impark, par
value of $0.01 per share 2,121,318 21 (14,708) 14,708 -- 21
Shares issued to directors 6,444 -- 114 -- -- 114
Purchase of fractional shares -- -- (24) -- -- (24)
-----------------------------------------------------------------------------
Total stockholder's equity at
June 30, 2000 2,127,762 $ 21 $ 64,948 $ 911 $ (234) $ 65,646
============================================================================= ---------
Comprehensive income $ 1,615
=========
</TABLE>
7
<PAGE> 8
IMPERIAL PARKING CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Dollar amounts in thousands SIX MONTHS ENDED
JUNE 30
-----------------------
1999 2000
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 775 $ 1,187
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 24 1,210
Amortization of deferred costs -- 291
Interest income capitalized (1,312) (697)
Shares issued for non-cash consideration -- 114
Changes in non-cash working capital items, excluding acquisitions:
Accounts receivable -- (129)
Inventory -- (1)
Deposits and prepaid expenses -- (5)
Trade accounts payable and accrued liabilities -- (1,157)
Rents payable -- (586)
Deferred revenue -- (1,787)
Interest receivable on notes receivable from related parties (327) 8
Rents receivable from related parties (289) (127)
Accrued interest added to note payable to First Union 1,459 786
Income and withholding taxes payable (270) (310)
-------- --------
Net cash provided by (used in) operating activities 60 (1,203)
-------- --------
Cash flows from investing activities:
Purchase of fixed assets -- (393)
Acquisition of minority interests in FUMI parking related business -- (453)
Repayment of outstanding credit facilities -- (26,369)
Cash position of business acquired -- 8,123
Acquisition of parking business -- (1,219)
Change in other assets -- 1,074
-------- --------
Net cash provided by (used in) investing activities -- (19,237)
-------- --------
Cash flows from financing activities:
Cash contributions, including $26,369 to repay assumed outstanding credit facilities -- 32,701
Purchase of fractional shares -- (24)
-------- --------
Net cash provided by (used in) financing activities -- 32,677
-------- --------
Effect of exchange rate changes on cash 46 (182)
-------- --------
Increase in cash 106 12,055
Cash, beginning of period 1,128 1,984
-------- --------
Cash, end of period $ 1,234 $ 14,039
======== ========
Supplementary information:
Interest paid -- --
Income taxes paid $ -- $ 354
Outstanding credit facilities assumed from FUMI parking related business -- 26,369
</TABLE>
8
<PAGE> 9
IMPERIAL PARKING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows:
(a) Organization and Basis of Presentation
Imperial Parking Corporation ("Impark") is the corporation which resulted
from the combination of the Canadian parking facilities of First Union Real
Estate Equity and Mortgage Investments (the "FUR Parking Business") and the
parking related businesses of FUMI (the "FUMI Parking Business"). We have
set out below a brief description of the operations of each business being
combined.
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. Since April 1997 subsidiaries of First Union
have 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
Impark. Since April 1997 subsidiaries of FUMI have carried on these
activities. The continuing 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 accompanying unaudited consolidated financial statements reflect
Impark's acquisition of the FUMI Parking Business which has been accounted
for with effect from the close of business on March 31, 2000.
(b) Pro forma
The pro forma statements of operations have been compiled from financial
information in the:
(a) unaudited combined financial statements of Impark, including its
predecessor the FUR Parking Business, for the six months ended
June 30, 1999 and 2000;
(b) unaudited combined financial statements of the FUMI Parking
Business for the six months ended June 30, 1999 and 2000,
(c) the additional information presented below.
9
<PAGE> 10
The pro forma combined statement of operations reflects the
combination of Impark and the FUMI Parking Business with effect
from January 1, 1999 and the following transactions:
(i) the elimination of inter-entity lease fees and interest
costs;
(ii) the elimination of an asset management fee earned by the
FUMI Parking Business during the period January 1, 1999 to
March 31, 2000 for managing the United States parking
properties of First Union. The fee agreement was cancelled
on the acquisition of the FUMI Parking Business; and
(iii) the elimination of interest expense on long-term debt
repaid and the note payable capitalized on the acquisition
of the FUMI Parking Business.
For purposes of the pro forma combined statements of operations, no
adjustments have been made for interest on additional cash balances.
These pro forma combined statements of operations are not necessarily indicative
of the results of operations that would have been achieved had the transactions
actually taken place at the dates indicated and do not purport to be indicative
of the effects that may be expected to occur in the future.
(c) Unaudited interim financial information:
The accompanying unaudited consolidated financial statements of Impark have
been prepared in accordance with generally accepted accounting principles
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for a complete set of
financial statements. In the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) considered necessary
for a fair presentation have been included. All significant inter-company
transactions and balances have been eliminated in consolidation. Operating
results for the three and six months ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2000.
(d) Revenue recognition:
Parking revenues consist of the parking revenues from owned and leased
locations. Management contract revenues represent revenues (both fixed fees
and additional payment based upon parking revenues) from facilities managed
for other parties. Parking and management contract revenues are recognized
when earned in accordance with the applicable agreement. Deferred revenue
primarily represents revenue received in advance of its due date.
(e) Fixed assets:
Fixed assets are recorded at cost. Depreciation is provided principally on
a declining-balance basis over a period of three to five years for
furniture, fixtures and equipment, and over thirty to forty years for
buildings. Leasehold improvements are amortized over the remaining base
lease term or the estimated useful life of the asset, whichever is shorter.
10
<PAGE> 11
(f) Goodwill:
Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over 20 years.
Impark assesses the recoverability of this intangible asset by determining
whether the amortization of the goodwill balance over its remaining life
can be recovered through undiscounted future operating cash flows of the
acquired operation. The amount of goodwill impairment, if any, is measured
based on projected discounted future operating cash flows using a discount
rate reflecting Impark's average cost of funds. The assessment of the
recoverability of goodwill will be impacted if estimated future operating
cash flows are not achieved.
(g) Income taxes:
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to (i) differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and (ii) operating loss and tax credit carry
forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
(h) Foreign Currency Translation:
The functional currency of Impark's operations in the United States is the
United States dollar. For facilities and operations located in Canada, the
functional currency is the Canadian dollar.
The assets and liabilities of the Canadian operations are translated into
United States dollars at exchange rates in effect at the balance sheet
date. Revenue and expense items are translated at the rates of exchange
prevailing during the period. The gains or losses resulting from these
translations are excluded from the determination of income and included in
the separate foreign currency translation account within stockholders'
equity. Other exchange gains and losses are included in the determination
of income.
2. ACQUISITION
On March 27, 2000 Impark was formed through a series of transactions involving
the combination of the FUR Parking Business and the FUMI Parking Business. For
accounting purposes the FUR Parking Business has been treated as acquiring the
FUMI Parking Business with effect from the close of business on March 31, 2000
and has accounted for the acquisition using the purchase method. The fair value
of the assets acquired and liabilities assumed of the FUMI Parking Business were
as follows:
<TABLE>
<S> <C>
Working capital deficit $(10,281)
Other assets and liabilities, net 6,276
Fixed assets 5,659
Management and lease agreements 763
Goodwill 42,556
--------
44,973
Less indebtedness (26,369)
--------
$ 18,604
========
</TABLE>
Included in the working capital deficit is $8,123 of cash of the FUMI
Parking Business
Impark has consolidated the results of operations of the acquired FUMI Parking
Business from April 1, 2000. However, pro forma results have been disclosed in
the accompanying financial statements for the three months
11
<PAGE> 12
ended June 30, 1999 and the six months ended June 30, 1999 and 2000 as if the
acquisition were effective at the beginning of those periods.
The results of the FUMI Parking Business for the three and six months ended June
30, 1999 and the three months ended March 31, 2000, which have been included in
the pro forma results, are summarized as follows:
<TABLE>
<CAPTION>
JUNE 30, 1999 MARCH 31, 2000
---------------------- --------------
3 MONTHS 6 MONTHS 3 MONTHS(2)
-------- -------- --------------
<S> <C> <C> <C>
Revenue $ 15,837 $ 29,940 $ 14,901
Direct costs 11,567 22,656 10,997
-------- -------- --------
Gross margin 4,270 7,284 3,904
General and administrative expenses 1,252 4,041 2,667
Depreciation 1,447 2,739 1,051
-------- -------- --------
Operating income (loss) 1,571 504 186
Other expense 1,568 3,050 1,507
-------- -------- --------
Income (loss) from continuing operations $ 3 $ (2,546) $ (1,321)
======== ======== ========
</TABLE>
In preparing the pro forma statements of operations the results of the FUR
Parking Business and the FUMI Business were combined and the following
transactions eliminated:
<TABLE>
<CAPTION>
JUNE 30, 1999 MARCH 31, 2000
----------------------- --------------
3 MONTHS 6 MONTHS 3 MONTHS(2)
-------- -------- --------------
<S> <C> <C> <C>
Revenue
Inter-entity lease fees $ 144 $ 288 $ 127
Asset management fee 270 540 270
Direct cost
Inter-entity lease fees 144 288 127
Interest expense (income)
Inter-entity interest income (1,005) (1,966) (1,035)
Inter-entity interest expense 1,005 1,966 1,035
Interest expense on note payable capitalized 753 1,458 786
Interest expense on long-term debt 440 865 411
</TABLE>
----------------
(2) figures are for the period from January 1, 2000 to March 31, 2000. Results
from April 1, 2000 onwards have been consolidated within Impark.
12
<PAGE> 13
3. 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. The weighted average number of shares outstanding gives
retroactive effect to the shares issued on the formation of Impark. Diluted
earnings per share reflects the potential dilution that could 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 the entity.
The following tables set forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30
-------------------------------------------
1999 2000
------- -------
INCOME COMMON INCOME COMMON
AVAILABLE SHARES PER SHARE AVAILABLE SHARES PER SHARE
($000's) (000's) AMOUNT ($000's) (000's) AMOUNT
--------- ------- ---------- --------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per share
Net income $ 387 2,128 $ 0.18 $ 911 2,128 $ 0.43
Effect of dilutive stock and options:
Stock option plan -- -- -- -- 8 --
------ ------ ------ ------ ------ ------
Diluted earnings per share $ 387 2,128 $ 0.18 $ 911 2,136 $ 0.43
------ ------ ------ ------ ------ ------
Basic pro forma earnings per share
Pro forma income from continuing operations $1,313 2,128 $ 0.62 n/a n/a n/a
Effect of dilutive stock and options:
Stock option plan -- -- --
------ ------ ------ ------ ------ ------
Diluted pro forma earnings per share $1,313 2,128 $ 0.62
------ ------ ------ ------ ------ ------
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
-------------------------------------------
1999 2000
------- -------
INCOME COMMON INCOME COMMON
AVAILABLE SHARES PER SHARE AVAILABLE SHARES PER SHARE
($000's) (000's) AMOUNT ($000's) (000's) AMOUNT
--------- ------- ---------- --------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per share
Net income $ 775 2,128 $ 0.36 $1,187 2,128 $ 0.56
Effect of dilutive stock and options:
Stock option plan -- -- -- -- 5 --
------ ------ ------ ------ ------ ------
Diluted earnings per share $ 775 2,128 $ 0.36 $1,187 2,133 $ 0.56
------ ------ ------ ------ ------ ------
Basic pro forma earnings per share
Pro forma income from continuing operations 12 2,128 $ 0.01 $ 793 2,128 $ 0.37
Effect of dilutive stock and options:
Stock option plan -- -- -- -- 5 --
------ ------ ------ ------ ------ ------
Diluted pro forma earnings per share $ 12 2,128 $ 0.01 $ 793 2,133 $ 0.37
------ ------ ------ ------ ------ ------
</TABLE>
13
<PAGE> 14
4. STOCK OPTIONS
In March 2000, the board of directors approved the 2000 Stock Incentive
Plan (the "Plan") prior to filing its Registration Statement on Form 10 to
distribute common stock. A total of 315,000 shares were reserved for issuance
under the Plan.
To date, the board of directors have approved the grant to certain directors,
officers and senior employees of incentive stock options pursuant to the Plan
which, if all exercised, would result in the issuance of 243,902 shares in the
common stock of the Company. The grant of these options is subject to approval
at the Annual General Meeting of stockholders scheduled for Spring 2001 and will
only be recognized as granted for accounting purposes when such approval is
received.
5.. BUSINESS SEGMENTS
Senior management of the Company reviews the revenue and overall
results of operations by geographic regions. The following table summarizes the
pro forma revenue, operating result and assets for these geographic regions.
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30
-------------------------------------------------------------------------------------------
1999 2000(3)
------------------------------------------- -------------------------------------------
CANADA U.S. ASIA TOTAL CANADA U.S. ASIA TOTAL
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $12,797 $ 899 $ 1,081 $15,567 $12,604 $ 5,257 -- $17,861
Depreciation and amortization 1,407 34 16 1,457 1,049 151 -- 1,200
Operating income 1,420 13 3 1,436 440 248 -- 688
Income taxes 19 3 -- 22 88 6 -- 94
Total assets 46,016 -- -- 46,016 70,200 16,361 -- 86,561
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30
--------------------------------------------------------------------------------------------
1999 2000
-------------------------------------------- -------------------------------------------
CANADA U.S. ASIA TOTAL CANADA U.S. ASIA TOTAL
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $24,805 $ 3,298 $ 1,297 $29,400 $24,961 $ 7,531 -- $32,492
Depreciation and amortization 2,674 68 19 2,761 2,081 180 -- 2,261
Operating income (loss) 303 (87) 15 231 477 154 -- 631
Income taxes 105 13 -- 118 140 15 -- 155
Total assets 46,016 -- -- 46,016 70,200 16,361 -- 86,561
</TABLE>
6. Subsequent Event
In June 2000, the Board of Directors approved a voluntary Odd-Lot Tender
program, whereby the Shareholders', on closing June 13, 2000, owning less than
100 shares, could sell their shares of common stock at $16.00 without incurring
brokerage commissions.
The program closed on July 27, 2000 with 795 Shareholders' tendering 38,321
shares at a cost of $613,136.
----------------
(3) operating results for the three months ended June 30, 2000 are actual
results.
14
<PAGE> 15
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. 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, 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 operators;
- global and/or regional economic factors;
- compliance with laws and regulations, including, without limitation,
environmental, antitrust and consumer protection laws and regulations
at the federal, state, local and international levels.
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<PAGE> 16
OVERVIEW
On March 27, 2000 Impark completed a series of transactions which
resulted in the combination of the Canadian parking facilities of First Union
and the parking and ancillary services of the FUMI Parking Business. The
following discussion reviews the operating results of the combined businesses on
a pro forma basis as if the combination had been in place for the entire periods
being compared.
The Company operates parking facilities under three types of
arrangements: leases, fee ownership and management contracts. Revenues consist
of parking revenues from leased and owned facilities, and revenues earned in
accordance with the terms of management contracts. Direct costs relate typically
to leased and owned facilities and include rent, payroll and related benefits,
maintenance, insurance, and general operating expenses. Direct costs also
include expenses associated with management contracts that are not recoverable
from the property owner.
Pro forma revenues from leased facilities amounted to $15.2 million and $13.1
million for the three months ended June 30, 2000 and 1999, respectively, and
$27.4 million and $24.4 million for the six months ended June 30, 2000 and 1999,
respectively. Pro forma revenues from leased facilities as a percentage of total
revenue were 85.4% and 84.5% for the second quarter of fiscal 2000 and 1999,
respectively, and 84.3% and 83.0% for the six months ended June 30, 2000 and
1999, respectively. Leases generally provide for a contractually established
payment to the facility owner, which is a fixed annual amount, a percentage of
gross revenues, or a combination thereof. As a result, Impark's revenues and
profits from its lease arrangements are dependent upon the performance of the
facility. Leased facilities require a longer commitment and a larger capital
investment by Impark than managed facilities but generally provide a more stable
source of revenue and a greater opportunity for long-term revenue growth. Under
its leases, the Company is typically responsible for all facets of the parking
operations, except for structural, mechanical, and electrical maintenance and
repairs, and property taxes. Lease arrangements are typically for terms of three
to ten years, with renewal options.
Pro forma revenues from owned properties amounted to $0.4 million for each of
the three months ended June 30, 2000 and 1999, and $0.8 million for each of the
six months ended June 30, 2000 and 1999. Revenues from owned facilities
accounted for 2.2% and 2.6% of total revenues for the three months ended June
30, 2000 and 1999, respectively, and 2.5% and 2.7% of total revenue for the six
months ended June 30, 2000 and 1999, respectively. Ownership of parking
facilities, either independently or through joint ventures, typically requires a
larger capital investment than managed or leased facilities but provides maximum
control over the operation of the parking facility and the greatest profit
potential of the three types of operating arrangements. As the owner, all
changes in owned facility revenue and expense flow directly to the Company.
Additionally, the Company has the potential to realize benefits of appreciation
in the value of the underlying real estate if the property is sold. Impark
assumes complete responsibility for all aspects of the property, including all
structural, mechanical, and electrical maintenance and repairs and property
taxes.
Pro forma management contract revenues amounted to $2.2 million and $2.0 million
for the three months ended June 30, 2000 and 1999, respectively and $4.3 million
and $4.2 million for the six months ended June 30, 2000 and 1999, respectively.
Revenues from managed facilities accounted for 12.4% and 12.9% of total revenue
for the three months ended June 30, 2000 and 1999, respectively and 13.2% and
14.3% for the six months ended June 30, 2000 and 1999, respectively. Management
contract revenues consist of management fees (both fixed and percentage of
revenues). The Company's responsibilities under a management contract can
include hiring, training, and staffing parking personnel, and providing
collections, accounting, record keeping, insurance, and facility marketing
services. Generally, Impark is not responsible under its management contracts
for structural, mechanical, and electrical maintenance and repairs, or for
providing security or guard services or for paying property taxes. The typical
management contract is for a term of one to three years and generally is
renewable for successive one-year terms, but is cancelable by the property owner
on short notice.
As of June 30, 2000, Impark leased 503 parking facilities, owned 15 parking
facilities and operated 903 parking facilities through management contracts.
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<PAGE> 17
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Revenues from leased and owned facilities for the second quarter of fiscal 2000
increased to $15.6 million from $13.5 million in the second quarter of fiscal
1999, an increase of $2.3 million, or 17.0%. The increase is primarily a result
of starting full operations in San Francisco in April 2000, including parking
around the Pacific Bell baseball stadium, which contributed $2.4 million of
lease revenues for the second quarter of 2000. The Company also converted a
significant parkade in the urban mid-west U.S. in December 1999 from a
management contract to a lease which generated $0.4 million of lease revenue. In
April 2000 ten lease facilities were acquired as part of the acquisition of the
business of E-Z Park Company, Ltd., LLC ("E-Z Park"), a private operator in
Cincinnati, Ohio, which contributed $0.3 million for the three months ended June
30, 2000. Offsetting these increases were the sale in 1999 of the Robbins
Parking and Asian divisions which contributed $1.1 million of lease revenues and
$0.3 million charged against revenue to increase an amount previously accrued in
anticipation of the settlement of Impark's dispute over taxes on parking
violation revenue. The remaining $0.6 million of the increase was attributed to
parking rate increases and organic growth.
Management contract revenues for the second quarter of fiscal 2000 increased to
$2.2 million from $2.0 million in the same period of fiscal 1999, an increase of
$0.2 million or 10.0%. The increase is attributed to increased management fees
on existing locations of $0.3 million offset by the sale in 1999 of the Robbins
Parking and Asian operations which generated $0.1 million of management contract
revenue in the second quarter of fiscal 1999.
Pro forma direct costs in the second quarter of 2000 increased to $13.2 million
from $11.4 million in the second quarter of 2000, an increase of $1.8 million or
15.8%. This increase was attributable to the increase in rent expense associated
with the start of parking operations at Pacific Bell Stadium, the acquisition of
E-Z Park and the conversion to a lease of the urban mid-west U.S. parkade. Rent
expense increased $1.7 million or 23.3% from $7.3 million for the second quarter
of 1999 to $9.0 million for the second quarter of 2000. Rent as a percentage of
revenues, excluding revenue from Robbins and Asia, decreased from 52.9% for the
second quarter of 1999 to 50.7% for the second quarter of 2000. Offsetting this
increase in direct costs was the sale in 1999 of the Robbins and Asian divisions
which incurred $1.1 million of direct costs in the second quarter of 1999. An
increase of $1.5 million in other operating expenses associated with the
increase in lease revenue accounted for the remaining change in direct costs for
the second quarter. Direct costs as a percentage of revenues increased to 73.7%
in the second quarter of fiscal 2000 from 73.4% in the second quarter of fiscal
1999.
Pro forma general and administrative expenses increased from $1.3 million for
the second quarter of fiscal 1999 to $2.8 million for the second quarter of
fiscal 2000. The increase was due to an employee severance provision accrued in
1998, but which was determined to be over-accrued by $1.8 million and reversed
in the second quarter of 1999. General and administrative expenses, excluding
severance related expenses, as a percentage of pro forma total revenues
decreased to 15.7% for the second fiscal quarter 2000 compared to 19.6% for
the second quarter of fiscal 1999. This decrease is due to management efforts to
reduce general and administrative expenses and the effect of spreading general
and administrative expenses over a greater revenue base.
Depreciation and amortization for the second quarter of fiscal 2000 decreased to
$1.2 million from $1.5 million in fiscal second quarter 1999, a decrease of $0.3
million or 20.0%, as a result of the full amortization of certain management and
lease agreements which are amortized over the term of the agreements.
Interest income of $0.3 million was earned on cash balances and other
investments during the first six months of fiscal 2000. No such income was
reflected in the pro forma results for 1999 (see note 1(b) to the financial
statements).
Income tax expense includes provision only for large corporations capital tax in
Canada. Provision has not been made for income taxes on operating profits due to
the availability of tax losses from prior years.
Pro forma net earnings from continuing operations for the second quarter of 2000
was $0.9 million - a decrease of $0.4 million from second quarter earnings in
1999 of $1.3 million. This decrease is primarily due to the reversal of
over-accrued severance of $1.8 million offset by increased gross margin of $0.5
million, lower other operating expenses of $0.5 million and increased other
income of $0.4 million.
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<PAGE> 18
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Pro forma revenues from leased and owned facilities for the first six months of
fiscal 2000 increased to $28.2 million from $25.2 million in the first six
months of fiscal 1999, an increase of $3.0 million, or 11.9%. The increase is
primarily a result of commencing operations in San Francisco in February 2000,
and specifically the opening of the Pacific Bell baseball stadium in April 2000,
which contributed $2.5 million in lease revenue. The acquisition in April 2000
of ten leased facilities on the purchase of E-Z Park, also generated $0.3
million of additional lease revenue in the first six months of 2000. A further
$0.8 million of additional lease revenue was generated in the first six months
of 2000 from converting a significant urban mid-west U.S. parkade in December
1999 from a management contract to a lease. These increases were offset by the
sale in 1999 of the Robbins Parking and Asian divisions which contributed $1.6
million of lease revenue in the first six months of 1999 and $0.3 million
charged against revenue to increase an amount previously accrued in anticipation
of settling Impark's dispute over taxes on parking violation revenue.
Management contract revenues for the first six months of fiscal 2000 increased
to $4.3 million from $4.2 million in the same period of fiscal 1999, an increase
of $0.1 million or 2.4%. The increase is attributed to increased management fees
on existing locations of $0.4 million offset by the sale in 1999 of the Robbins
Parking and Asian operations which generated $0.3 million of management contract
revenue in the first six months of 1999.
Pro forma direct costs in the first six months of 2000 increased to $24.0
million from $22.4 million in the first six months of 2000, an increase of $1.6
million or 7.1%. This increase was attributable to higher rent expense from the
start of operations in San Francisco, the acquisition of E-Z Park and the
conversion of the urban mid-west U.S. parkade to a lease arrangement. Rent
expense increased from $14.3 million for the six months ended June 30, 1999 to
$16.6 million for the six months ended June 30, 2000, an increase of $2.3
million or 16.1%. Rent as a percentage of revenues, excluding Robbins and Asia,
decreased from 52.6% to 51.2% for the six months ended June 30, 1999 and 2000,
respectively. Offsetting this increase in direct costs was the effect of the
sale in 1999 of the Robbins and Asian operations which incurred $1.7 million of
direct costs in the six months ended June 30, 1999. An increase of $1.3 million
in other operating expenses related to the increase in lease revenue accounted
for the remaining change in direct costs for the first six months of 2000 over
the same period in 1999. Direct costs as a percentage of revenues decreased to
74.0% in the first six months of fiscal 2000 from 76.1% in the first six months
of fiscal 1999. This decrease is due to the milder winter weather in early 2000
compared to 1999. Adverse weather has the effect of reducing parking revenues
and increasing direct costs through higher maintenance expenses.
Pro forma general and administrative expenses increased $1.6 million to $5.6
million for the first six months of fiscal 2000 from $4.0 million for fiscal
first six months 1999. The increase was due to an employee severance provision
accrued in 1998, but which was determined to be over-accrued by $1.8 million and
reversed in the first six months of 1999. General and administrative expenses,
excluding severance, as a percentage of pro forma total revenues decreased to
17.1% for the first fiscal six months 2000 compared to 19.7% for the first six
months of fiscal 1999.
Depreciation and amortization for the first six months of fiscal 2000 decreased
to $2.3 million from $2.8 million in fiscal first six months 1999, a decrease of
$0.5 million or 17.4%, as a result of the full amortization of certain
management and lease agreements which are amortized over the term of the
agreements.
Interest income of $0.3 million was earned on cash balances and other
investments during the first six months of fiscal 2000. No such income was
reflected in the pro forma results for 1999 (see note 1(b) to the financial
statements).
Income tax expense includes provision only for large corporations capital tax in
Canada. Provision has not been made for income taxes on operating profits due to
the availability of tax losses from prior years.
Pro forma net earnings from continuing operations for the first six months of
2000 was $0.8 million - an increase of $0.8 million from the breakeven result
for the first six months of 1999. This increase is primarily due to increased
gross margin of $1.4 million, lower other operating expenses of $0.8 million,
and higher other income of $0.4 million offset by the reversal in 1999 of
over-accrued severance of $1.8 million.
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<PAGE> 19
LIQUIDITY AND CAPITAL RESOURCES
As at June 30, 2000 Impark had cash of $14.0 million. Of this amount
$2.2 million is attributed to deferred revenues for season pass parking at the
San Francisco Giants baseball stadium (Pacific Bell Park). A further $1.0
million will be used to complete funding of the development costs of the stadium
parking based on a total estimated cost of $7.8 million. Also included in the
cash balance at June 30, 2000 is $2.0 million to fund the liability from a legal
dispute over the taxable nature of parking violation notice revenue in Canada.
This dispute was unsuccessfully appealed in June 2000 and the Company expects to
settle its liability by the end of fiscal 2000. The full remaining amount owing
on settlement is included in accrued liabilities as June 30, 2000.
At June 30, 2000 Impark had no long-term bank debt outstanding. Impark
has an $8.0 million line of credit with First Union to fund working capital
requirements, acquisitions and other capital investment opportunities. This
credit facility is due September 30, 2000, with two options to extend for three
additional months each. The line of credit bears interest at a floating annual
rate equal to the London Interbank Offer Rate plus 4.5% per annum.
We intend to obtain a new facility with a commercial bank as soon as
practicable. This facility is intended to replace the First Union credit
facility and will be used to support working capital, establish letters of
credit and fund capital investment opportunities. Impark may need letters of
credit for bids on larger lease or management contracts.
In the next 12 months, we anticipate the working capital necessary to
satisfy current obligations will be generated from operations, available cash,
the First Union credit facility and Impark's new 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 and acquisitions, we anticipate the cash required to come from
operations, the First Union credit facility (or its commercial bank
replacement), a rights offering 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 Impark common stock or a
rights offering, or amending our credit facility to obtain additional
indebtedness. No assurances can be given that such increases would be available
at the time needed to complete any such acquisition.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest Rates
The Company's primary exposure to market risk consists of changes in
interest rates on cash invested in short-term deposits. Changes in interest
rates could impact the Company's anticipated interest income.
Foreign Currency Exposure
Impark operates wholly-owned subsidiaries in Canada. Total pro forma
revenues from Canadian operations amounted to $12.6 million and $12.8 million
for the three months ended June 30, 2000 and 1999, respectively and $25.0
million and $24.8 million for the six months ended June 30, 2000 and 1999,
respectively. Impark intends to continue to invest in Canadian leased or owned
facilities, and may identify expansion opportunities in other foreign countries.
Our exposure to foreign currency fluctuations is limited as the Canadian dollar
revenues have to date been significantly offset by Canadian dollar operating
costs. In limited circumstances we have denominated Canadian contracts in U.S.
dollars to limit currency exposure. Presently, Impark has no formal hedging
programs. We anticipate implementing a hedging program if such risk materially
increases.
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<PAGE> 20
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
LITIGATION
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 a case involving Eau Claire Market in Calgary, Alberta
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 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 we
are the lessee. The plaintiff asserts that it is entitled to priority over our
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.
Imperial Parking Canada Corporation, a subsidiary of Impark, is a
defendant in a lawsuit brought by Newcourt Financial Ltd. as the assignee of
Oracle Corporation Canada Inc. The suit was filed in Ontario Superior Court on
June 11, 1999. It alleges that Imperial Parking Canada Corporation and FUMI owe
approximately $825,000 under a software licence and services agreement. We
believe that these claims are without merit, however the legal action is in its
earliest stages. First Union has indemnified Imperial Parking Canada Corporation
with respect to this claim.
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
ended June 30, 2000.
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<PAGE> 21
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
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Form of 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 Form of 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 Form of 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 Form of 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 Form of Credit Agreement (Incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement
No. 001-15629 on Form 10/A as filed on March 2, 2000).
10.3 Form of Guarantee (Incorporated by reference to Exhibit
10.3 to the Company's Registration Statement No.
001-15629 on Form 10/A as filed on March 2, 2000).
10.4 Form of 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).
10.6 Form of 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).
10.7 Form of 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).
10.8 Newsome Employment Agreement (Incorporated by reference
to Exhibit 10.8 to the Company's Registration Statement
No. 001-15629 on Form 10/A as filed on March 2, 2000).
10.9 Form of Debenture (Incorporated by reference to Exhibit
10.9 to the Company's Registration Statement No.
001-15629 on Form 10/A as filed on March 2, 2000).
21.1 Subsidiaries of the Registrant (Incorporated by
reference to Exhibit 21.1 to the Company's Registration
Statement No. 001-15629 on Form 10/A as filed on March
2, 2000).
27 Financial Data Schedule (EDGAR Filing Only)
</TABLE>
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
quarter ended June 30, 2000.
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<PAGE> 22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
IMPERIAL PARKING CORPORATION
Date: August 10, 2000 By: /s/ J. Bruce Newsome
--------------- --------------------------------
J. Bruce Newsome
Chief Financial Officer
23
