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_SEPTEMBER 30, 1995___________Commission File No. 0-1957 UPTOWNER INNS, INC. Exact name of registrant as specified in its charter West Virginia 55-0457171 State or other jusrisdiction of I.R.S. Employer incorporation or organization Identification Number 1415 4th Avenue, Huntington, West Virginia 25701 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 _SEPTEMBER 30, 1995_________ Common STock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET ASSETS SEPTEMBER 30, JUNE 30 , 1994 1995 1995 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 938,921 $ 292,792 $ 298,380 Investments 579,439 576,470 Accounts & Notes Rec. 48,742 104,157 86,063 Inventories 9,122 11,610 10,703 Prepaid Expenses 18,275 6,073 18,710 TOTAL CURRENT ASSETS 1,015,060 994,071 990,326 PROPERTY, PLANT AND EQUIPMENT Land 808,921 808,921 808,921 Building & Improvement 5,347,481 5,322,204 5,322,204 Furniture & Equipment 1,345,565 1,398,230 1,387,244 TOTAL 7,501,967 7,529,355 7,518,369 Less: Accumulated Depreciation and Amortization 3,275,969 3,452,423 3,393,773 TOTAL PROPERTY, PLANT AND EQUIPMENT 4,225,998 4,076,932 4,124,596 OTHER ASSETS: Deposits and Other 4,831 4,185 4,185 TOTAL OTHER ASSETS 4,831 4,185 4,185 TOTAL ASSETS 5,245,889 5,075,188 5,119,107 -2- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY SEPTEMBER 30, JUNE 30, 1994 1995 1995 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 62,451 $ 20,111 $ 32,592 Accrued Liabilities 233,435 89,759 89,634 Taxes Other Than Federal Income Taxes 42,079 83,239 158,236 Notes Payable Current Portion of Long-Term Debt. 191,800 261,946 261,946 TOTAL CURRENT LIABILITIES 529,765 455,055 542,408 LONG-TERM LIABILITIES Notes & Mortgages Payable 2,774,850 2,470,569 2,527,941 Notes Payable - Stockholders 95,582 -0- - -0- TOTAL LONG-TERM LIABILITIES 2,870,432 2,470,569 2,527,941 TOTAL LIABILITIES 3,400,197 2,925,624 3,070,349 STOCKHOLDER'S EQUITY Common Stock, par value $0.50 per share; authorized - shares; 791,782 791,782 791,782 Additional Paid-In Capital 1,032,290 1,032,290 1,032,290 Retained Earnings 21,620 325,492 224,686 TOTAL STOCKHOLDERS EQUITY 1,845,692 2,149,564 2,048,758 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 5,245,889 5,075,188 5,119,107 -3- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30 3 MONTHS 3 MONTHS 9/30/94 9/30/95 REVENUES: Rooms $ 418,070 $ 402,897 Food & Beverage 89,404 111,515 Telephone 11,036 8,567 Rents 59,241 54,028 Other 12,009 17,644 TOTAL REVENUE 589,760 594,651 COSTS AND EXPENSES: Operating Departments Cost of Sales 56,803 58,539 Salaries & Wages 121,023 114,033 Other 62,976 48,507 General Admin. 43,891 35,276 Advertising 20,060 19,178 Utilites 38,751 35,272 Repair & Maint. 28,383 23,245 Interest 64,477 52,542 Taxes & Licenses 64,533 39,457 Insurance 16,855 13,133 Deprec. & Amort. 62,138 58,650 TOTAL COST AND EXPENSE 579,890 497,832 OPERATING INCOME 9,870 96,819 OTHER INCOME (EXPENSE) Interest Income -0- 8,364 Gain/Loss on Property, Plant, and Equipment 281,664 - -0- NET INCOME (LOSS) BEFORE TAXES 291,534 105,183 FEDERAL INCOME TAXES AND PENALTIES Provision for Taxes on Income -0- 4,377 Deferred Federal Income Taxes -0- - -0- Tax Penalties -0- - -0- TOTAL FEDERAL INCOME TAXES -0- 4,377 TOTAL NET INCOME 291,534 100,806 EARNINGS PER SHARE .18 .06 DIVIDENDS PER SHARE $ -0- $ - -0- -4- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30 1994 1995 Cash Flow From Operating Activities: Net Income (Accrual Basis; from Statement of Income $ 291,534 $ 100,806 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Gain of Sale of Assets (281,664) Accts. Receivables (Increase) Decrease 3,582 (18,094) Inventories (Increase) Decrease 9,484 (907) Prepaid Expenses Decrease (Increase) 2,979 12,637 Accounts Payable (Decrease) Increase 31,143 (12,481) Accrued Liabilities (Decrease) Increase (2,987) 125 Taxes Other Than Federal Income Tax Increase (Decrease) 27,177 (74,997) Deposits, Decrease 8,429 -0- Depreciation and Amortization Expense (Including Franchise) 62,138 58,650 NET CASH OUTFLOW FROM OPERATIONS 151,815 65,739 Cash Flow from Investing Activities: Cash Inflow: From Sale of Operational Assets 747,523 -0- Cash Outflows: Paid for Operational Assets & Other (2,174) (10,986) NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES 745,349 (10,986) Cash Flow from Financing Activities: Cash Outflows: Payment on Notes and Mortgages (77,442) (57,372) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES (77,442) (57,372) Net Increases (Decreases) in Cash Plus Cash Equivalents for the Three Months 819,722 (2,619) Cash Plus Cash Equivalents at July 1 119,199 874,850 Cash Plus Cash Equivalents at September 30 938,921 872,231 Cash Paid for Interest in the Three Month 63,282 51,347 Cash Paid for Income Taxes in The Three Month -0- 4,377 -5- UPTOWNER INNS, INC., AND SUBSIDAIRIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1995 1. The financial statements presented reflect Uptowner Inns, Inc., and its consolidated subsidiaries: 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, 1995. -6- UPTOWNER INNS, INC., AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SEPTEMBER 30, 1995 The significant changes in operating results for the periods compared is the 3.6% decrease in room revenues and a decrease in rents of 8.8%. Food and beverage revenues increased 24.7% and other revenues were higher (46.9%). Total revenues were up less than 1%. Costs and Expenses were down overall by 14.1% due to decreases in all areas of expenses. As a result, operating income was up from $9870 to $96,819 before taxes. The intent of management to maintain revenues while controlling costs has resulted in a much improved operating statement. The liquidity of the company has continued to improve (2.18 this period compared to 1.83 at June 30, 1995). This is due to the improved operating income and will continue for the next quarter. It is anticipated that some of the working capital will be expended to acquire property for a new motel and to renew the Holiday Inn franchise. -7- UPTOWNER INNS, INC., AND SUBSIDIARIES SIGNATURES SEPTEMBER 30, 1995 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: By Violet Midkiff President Date: By James R. Camp Treasurer -8-