SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED DECEMBER 31, 2000, COMMISSION FILE NUMBER 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 Offices)	 (Zip Code) Registrant's Telephone Number, including area code (304) 525-8162 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 _______ ______ 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 September 30, 2000 ______ _______________________________ Common Stock - $.50 par value 1,583,563 shares - 1 - PART I: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 and JUNE 30, 2000 ASSETS December 31, June 30, 2000 2000 (Unaudited) (a) Current Assets: Cash $ 271,037 $ 348,064 Accounts and notes receivable 109,443 107,870 Inventories 3,246 11,966 Prepaid expenses 55,873 65,093 Total current assets 439,599 532,993 Property, Plant and Equipment: Land 1,480,612 1,480,612 Building and improvements 10,575,642 10,554,474 Furniture and equipment 2,784,013 2,729,398 Less accumulated depreciation and amortization 4,617,549 4,407,744 Property, plant and equipment - net 10,222,718 10,356,740 Other Assets: Deposits and other 162,174 169,407 Total Assets $ 10,824,491 $ 11,059,140 - 2 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2000 and JUNE 30, 2000 LIABILITIES AND STOCKHOLDERS' EQUITY December 31, June 30, 2000 2000 (Unaudited) (a) Current Liabilities: Accounts payable $ 366,645 $ 358,242 Accrued liabilities 184,317 175,045 Taxes other than Federal income taxes 304,397 437,520 Current portion of long-term debt 1,109,220 1,109,220 Total current liabilities 1,964,579 2,080,027 Long-Term Liabilities: Notes and mortgages payable 6,702,142 6,876,470 Total liabilities 8,666,721 8,956,497 Stockholders' Equity: Common stock - par value $.50 per share; authorized 5,000,000 shares; issued 1,583,563 shares 791,782 791,782 Additional paid-in capital 1,032,290 1,032,290 Retained earnings 333,698 278,571 Total stockholders' equity 2,157,770 2,102,643 Total Liabilities and Stockholders' Equity $10,824,491 $11,059,140 (a) Financial information as of June 30, 2000 has been derived from the audited, consolidated financial statements of the registrant. The accompanying notes to the consolidated financial statements are an integral part of these statements. - 3 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED INCOME STATEMENT (UNAUDITED) For the periods of three and six months ended December 31, 2000 and 1999 Three Months Ended Six Months Ended 12/31/00 12/31/99 12/31/00 12/31/99 Revenues: Rooms $ 849,760 $ 815,837 $ 1,852,713 $ 1,730,997 Food and beverage 37,962 93,487 107,618 176,626 Telephone 12,385 11,630 27,869 24,731 Rents 50,509 45,958 104,912 104,517 Other 6,256 9,830 11,635 30,830 Total revenues 956,872 976,742 2,104,747 2,067,701 Costs and Expenses: Operating Departments: Cost of sales 44,151 57,970 105,109 104,279 Salaries and wages 232,129 288,934 490,542 513,137 Other 73,638 103,288 134,984 200,787 General and Administrative 94,978 101,522 180,007 168,845 Advertising 76,603 23,711 145,336 51,562 Utilities 54,910 48,670 122,274 108,313 Repairs and Maintenance 24,274 45,370 54,339 92,142 Interest 196,651 181,071 382,665 363,874 Taxes and licenses 93,018 90,034 197,882 174,173 Insurance 10,718 28,202 26,795 53,172 Depreciation and Amortization 104,903 106,320 209,806 214,099 Total costs and expenses 1,005,973 1,075,092 2,049,739 2,044,383 Operating income (loss) (49,101) (98,350) 55,008 23,318 Other Income: Interest income 60 1,712 119 3,433 Total other income 60 1,712 119 3,433 Net Income (Loss) before Income Taxes (49,041) (96,638) 55,127 26,751 Income Taxes 0 0 0 0 Net Income (Loss) $ (49,041) $ (96,638) $ 55,127 $ 26,751 Earnings (Loss) per Share $ (0.03) $ (.06) $ .03 $ .02 The accompanying notes to the consolidated financial statements are an integral part of these statements. - 4 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) For the six months ended December 31, 2000 and 1999 2000 1999 <s> <c> <c> Cash Flows From Operating Activities: Net income $ 55,127 $ 26,751 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 209,805 214,099 (Increase) decrease in deposits 7,233 0 (Increase) decrease in current assets: Accounts receivable (1,573) 6,510 Inventories 8,720 (170) Prepaid expenses 9,220 9,378 Increase (decrease) in current liabilities: Accounts payable 8,403 68,144 Accrued liabilities 9,272 (3,177) Taxes other than Federal income tax (133,123) (5,069) Total adjustments 117,957 289,715 Net Cash Provided By Operating Activities $ 173,084 $ 316,466 - 5 - UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) For the six months ended December 31, 2000 and 1999 2000 1999 <s> <c> <c> Cash Flows From Investing Activities: Capital Expenditures $ (75,783) $ (159,147) Net cash used in investing activities (75,783) (159,147) Cash Flows From Financing Activities: Loan proceeds 0 116,400 Payment on notes and mortgages (174,328) (170,449) Net cash used in financing activities (174,328) (54,049) Net Increase (Decrease) in Cash and Cash Equivalents (77,027) 103,270 Cash and Cash Equivalents at Beginning of Year 348,064 322,663 Cash and Cash Equivalents at End of Period $ 271,037 $ 425,933 Supplemental Disclosures of Cash Flow Information: Cash Paid During The Period For: Interest $ 380,274 $ 361,484 The accompanying notes to the consolidated financial statements are an integral part of these statements. - 6 - UPTOWNER INNS, AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2000 1. BASIS OF PRESENTATION The financial statements presented reflect Uptowner Inns, Inc. and its consolidated subsidiary, Motel and Restaurant Supply. 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. The results of operations for interim periods are not necessarily indicative of the results that may be expected for a full year or any other interim period. 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, 2000. - 7 - UPTOWNER INNS, AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000 2. CONTINGENCY A $10,000,000. suit in which the Uptowner Inns, Inc. was a defendant was previously filed by an individual who was severely injured in an auto accident by a patron of the lounge. The court has issued a summary judgment in this suit and accordingly this suit has been dismissed. - 8 - UPTOWNER INNS, INC. AND SUBSIDIARY ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS 	Certain matters disclosed herein may be deemed to be forward-looking statements that involve risks and uncertainties, including the facilities utilization, costs associated with maintaining the operations, liquidity issues, and other risks. Actual strategies and results in future time periods may differ materially from those currently expected. Such forward-looking statements represent management's judgment as of the current date. The Company disclaims, however, any intent of obligation to update such forward-looking statements. RESULTS OF OPERATION THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 Due to the Holiday Inn Motel and Suites becoming an established property within the Huntington market, the room revenues increased 4.2% in the three months ended December 31, 2000 relative to the comparable period in 1999. The 59.4% decrease in food and beverage revenues in the quarter ended December 31, 2000 relative to the comparable period in 1999, is attributed to the elimination of the Uptowner Inn restaurant facility in late August of 2000. Costs and expenses decreased 6.4% from 1999. Salaries decreased 19.7% due to the down-sizing of the Rooms and Housekeeping departments and also due to the closing of the Uptowner restaurant in late August of 2000. Advertising has increased 223.1% due to increased marketing efforts associated with the Holiday Inn Hotel and Suites. Although cost of sales have decreased 24% from 1999, as a percentage of sales, cost of sales have increased nearly 30% in the three months ended December 31, 2000 relative to the comparable period in 1999. This increase in percentage as compared to sales is due to the write off of food items during the closing of the Uptowner restaurant facility. In addition this increase is attributed to the Travelodge property and the Holiday Inn property providing a complimentary continental breakfast to all their guests. SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999 Room Revenues have increased by 7.03% in the six months ended December 31, 2000 relative to the comparable period in 1999. Food and Beverage revenues have decreased by 39.1% in the six months ended December 31, 2000 relative to the comparable period in 1999. These differences, as well as the variances in expenses, are due to the explanations above for the three month period ending December 31, 2000. - 9 - LIQUIDITY The liquidity, as measured by current assets divided by current liabilities, has slightly decreased from .256 at June 30, 2000 to .224 at December 31, 2000. This decline is a result of continued under- utilization of the Uptowner Inn facility coupled with the costs necessary to maintain the operation. Management is currently evaluating alternatives for the Uptowner Inn facility, and expects to have a plan in place by the first quarter of the fiscal year beginning in 2001. CAPITAL RESOURCES The registrant has no plans at this time for any material commitments for capital expenditures. - 10 - UPTOWNER INNS, INC. AND SUBSIDIARY PART II: OTHER INFORMATION Item 1. Legal Proceedings - Not Applicable Item 2. Changes in Securities and Use of Proceeds - Not Applicable Item 3. Defaults by the Company on its Senior Securities - Not Applicable Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable Item 5. Other Information - Not Applicable Item 6. Exhibits and Reports on Form 8-K a. Exhibits None b. The Company was not required to file Form 8-K for the quarter ended December 31, 2000. - 11 - 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. (Registrant) UPTOWNER INNS, INC. By /s/ Carl Midkiff, CEO and Secretary 		 October 2, 2001 		By /s/ David Robinson, Treasurer 		 October 2, 2001 - 12 -