SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 10-Q Quarterly Report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For Quarter Ended DECEMBER 31, 1999 Commission File No. 0-1957 UPTOWNER INNS, INC. Exact name of registrant as specified in its charter West Virginia 55-0457171 State or other jurisdiction of I.R.S. Employer incorporation or organization Identification Number 1415 4th Avenue, Huntington, West Virginia 25701 Address of principal executive office Zip Code Registrants telephone number, including area code (304) 525-7741 Indicate by check mark whether 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 requirement for the past 90 days. X Yes No Indicate the number of Shares outstanding of each of the Issuer's classes of Common Stock, as of the close of the period covered by this report. Class Outstanding at DECEMBER 31, 1999 Common Stock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1999 AND 1998 ASSETS DECEMBER 31, JUNE 30, 1999 1998 1999 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 425,933 $ 271,028 $ 322,663 Accounts & Notes Rec. 163,408 159,614 169,918 Inventories 11,367 15,936 11,197 Prepaid Expenses 55,931 32,604 65,309 TOTAL CURRENT ASSETS 656,639 479,182 569,087 INVESTMENTS & FUNDS Notes Receivable -0- 79,832 -0- TOTAL INVESTMENTS & FUNDS -0- 79,832 -0- PROPERTY, PLANT AND EQUIPMENT Land 1,480,612 1,480,612 1,480,612 Building & Improvement 10,896,375 10,637,720 10,768,710 Furniture & Equipment 2,544,437 2,452,081 2,512,955 TOTAL 14,921,424 14,570,413 14,762,277 Less: Accumulated Depreciation and Amortization 4,201,064 3,773,495 3,986,965 TOTAL PROPERTY, PLANT AND EQUIPMENT 10,720,360 10,796,918 10,775,312 OTHER ASSETS: Deposits and Other 119,952 130,074 117,896 TOTAL OTHER ASSETS 119,952 130,074 117,896 TOTAL ASSETS 11,496,951 11,486,006 11,462,295 -2- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1999 AND 1998 LIABILITIES AND STOCKHOLDERS' EQUITY DECEMBER 31, JUNE 30, 1999 1998 1999 (Unaudited) (Unaudited) RENT LIABILITIES: Accounts Payable $ 659,984 $ 551,231 $ 591,840 Accrued Liabilities 176,428 114,757 179,605 Taxes Other Than Federal Income Taxes 307,444 202,682 312,513 Notes Payable -0- 34,000 -0- Current Portion Long-Term Debt 1,275,500 1,021,925 1,265,006 TOTAL CURRENT LIABILITIES 2,419,356 1,924,595 2,348,964 LONG-TERM LIABILITIES Notes & Mortgages Payable 6,850,985 7,247,145 6,913,472 TOTAL LONG-TERM LIABILITIES 6,850,985 7,247,145 6,913,472 TOTAL LIABILITIES 9,270,341 9,171,740 9,262,436 STOCKHOLDER'S EQUITY Common Stock, par value $0.50 per share; authorized - 5,000,000 shares; issued 1,583,563 791,782 791,782 791,782 Additional Paid-In Capital 1,032,290 1,032,290 1,032,290 Retained Earnings 402,538 490,194 375,787 TOTAL STOCKHOLDER'S EQUITY 2,226,610 2,314,266 2,199,859 TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 11,496,951 11,486,006 11,462,295 -3- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE PERIODS ENDED DECEMBER 31, 1999 AND 1998 THREE MONTHS ENDED SIX MONTHS ENDED 12/31/99 12/31/98 12/31/99 12/31/98 REVENUES: Rooms 815,837 782,377 1,730,997 1,173,972 Food & Beverage 93,487 104,306 176,626 179,676 Telephone 11,630 10,524 24,731 19,214 Rents 45,958 57,962 104,517 118,036 Other 9,830 14,711 30,830 40,467 TOTAL REVENUE 976,742 969,880 2,067,701 1,531,365 COSTS AND EXPENSES: Cost of Sales 57,970 60,183 104,279 97,932 Salaries & Wages 288,934 238,531 513,137 427,461 Other 103,288 97,519 200,787 146,969 General & Administrative 101,522 34,901 168,845 69,661 Advertising 23,711 8,717 51,562 19,067 Utilities 48,670 44,177 108,313 84,028 Repair & Maintenance 45,370 20,869 92,142 41,223 Interest 181,071 202,359 363,874 316,281 Taxes & Licenses 90,034 63,200 174,173 113,496 Insurance 28,202 28,183 53,172 49,828 Deprec. & Amort. 106,320 92,832 214,099 151,245 TOTAL COST & EXPENSES 1,075,092 891,471 2,044,383 1,517,191 OPERATING INCOME (LOSS) (98,350) 78,409 23,318 14,174 OTHER INCOME: Interest Income 1,712 783 3,433 1,333 Gain on Sale of Assets -0- 36,771 -0- 211,929 TOTAL OTHER INCOME 1,712 37,554 3,433 213,262 NET INCOME (LOSS) BEFORE TAXES (96,638) 115,963 26,751 227,436 FEDERAL INCOME TAXES Provision for Taxes on Income -0- -0- -0- -0- Deferred Federal Income Taxes -0- -0- -0- -0- TOTAL FEDERAL INCOME TAXES -0- -0- -0- -0- TOTAL NET INCOME (LOSS) (96,938) 115,963 26,751 227,436 EARNINGS PER SHARE (0.06) 0.07 0.02 0.14 DIVIDENDS PER SHARE -0- -0- -0- -0- -4- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED DECEMBER 31, 1999 1999 1998 CASH FLOW FROM OPERATING ACTIVITIES: Net Income (Accrual Basis; from Statement of Income) $ 26,751 $ 227,436 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accounts Receivable (Increase) Decrease 6,510 (135,888) Inventories (Increase) Decrease (170) (8,574) Prepaid Expenses Decrease (Increase) 9,378 18,946 Accounts Payable (Decrease) Increase 68,144 33,644 Notes Payable (Decrease) Increase -0- 34,000 Accrued Liabilities (Decrease) Increase (3,177) (31,052) Taxes Other Than Federal Income Tax Increase (Decrease) (5,069) 2,283 Increase in Deposits -0- (787) Depreciation Expense 214,099 151,245 Gain on Sale of Assets -0- (211,929) NET CASH INFLOWS FROM OPERATIONS 316,466 79,324 CASH FLOW FROM INVESTING ACTIVITIES: From Collection on Notes Receivable -0- 4,668 From Sale of Assets -0- 240,625 From Purchase of Operational Assets (159,147) (484,584) NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (159,147) (239,291) CASH FLOW FROM FINANCING ACTIVITIES: Issuance of Long-Term Debt 116,400 476,556 Payment on Notes and Mortgages (170,449) (135,576) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES 54,049 340,980 Net Increases (Decreases) in Cash Plus Cash Equivalents for the Six Months 103,270 181,013 Cash Plus Cash Equivalents at July 1 322,663 90,015 Cash Plus Cash Equivalents at December 31 425,933 271,028 Cash Paid for Interest in the Six Months 361,484 334,848 Cash Paid for Income Taxes in The Six Months -0- -0- -5- UPTOWNER INNS, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 1. The financial statements presented reflect UpTowner Inns, Inc., and its consolidated subsidiary: Motel and Restaurant Supply. 2. The foregoing statements are unaudited; however, in the opinion of Management, all adjustments (comprising only normal recurring accruals) necessary for a fair presentation of the financial statements have been included. A summary of the Corporation's significant accounting policies is set forth in Note 1 to the Consolidated Financial Statements in the Corporation's Annual Report to shareholders and Form 10-K for June 30, 1999. -6- UPTOWNER INNS, INC., AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 31, 1999 Due to the Holiday Inn Hotel and Suites operating for all of the current six months and only for slightly over four months in 1998, the room revenues continue to show a significant increase (47%). Telephone revenues are up 29% due to the full operation for 1999. The slight decrease in food and beverage is caused by declining revenues in the UpTowner Inn facility. Rents decreased due to the disposal of some rental properties. Expenses are up 35% overall due to the full operation of the new facility. Some changes in personnel have increased the payroll costs and the beginning of efforts to improve the older facility have caused increases in repairs and maintenance. The general and administrative increase of 142% is primarily the result of Holiday Inn fees for a full period and on higher revenues. The liquidity has slightly improved from .24 at June 30, 1999 to .27 at December 31, 1999. At December 31, 1998 liquidity measured .25. Liquidity has been a major issue for several years and will likely continue as a problem area due to the under-utilization of the UpTowner facility and the costs needed to maintain that operation. Debt restructure has been completed and no significant improvement to liquidity has resulted. The additional cash received will be used to make improvements to UpTowner Inns to meet Travelodge requirements. -7- UPTOWNER INNS, INC., AND SUBSIDIARIES SIGNATURES DECEMBER 31, 1999 Pursuant to the requirements 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. UPTOWNER INNS, INC. (Registrant) Date: February 22, 2000 By /s/ Violet Midkiff Violet Midkiff President Date: February 22, 2000 By /s/ James R. Camp James R. Camp Treasurer -8-