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, 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 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, 1995_________ Common Stock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1995 AND 1994 ASSETS DECEMBER 31, JUNE 30 , 1995 1994 1995 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 220,014 $ 284,226 $ 298,380 Investments 392,997 583,597 576,470 Accounts & Notes Rec. 76,464 53,451 80,132 Acct. Rec.--Shareholder 451 96 5,931 Inventories 11,377 9,182 10,703 Prepaid Expenses 12,783 15,382 18,710 TOTAL CURRENT ASSETS 714,086 945,934 990,326 PROPERTY, PLANT AND EQUIPMENT Land 1,058,921 808,921 808,921 Building & Improvement 5,322,204 5,381,975 5,322,204 Furniture & Equipment 1,412,285 1,313,745 1,387,244 Construction in Progress 10,000 -0- -0- TOTAL 7,803,410 7,504,641 7,518,369 Less: Accumulated Depreciation and Amortization 3,504,196 3,338,107 3,393,773 TOTAL PROPERTY, PLANT AND EQUIPMENT 4,299,214 4,166,534 4,124,596 OTHER ASSETS: Franchise Fee 65,000 -0- -0- Deposits and Other 4,185 11,960 4,185 TOTAL OTHER ASSETS 69,185 11,960 4,185 TOTAL ASSETS 5,082,485 5,124,428 5,119,107 -2- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY DECEMBER 31, JUNE 30, 1995 1994 1995 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 26,536 $ 24,961 $ 32,592 Accrued Liabilities 88,547 176,511 89,634 Taxes Other Than Federal Income Taxes 94,038 15,275 158,236 Current Portion of Long-Term Debt. 261,946 250,000 261,946 TOTAL CURRENT LIABILITIES 471,067 466,747 542,408 LONG-TERM LIABILITIES Notes & Mortgages Payable 2,420,969 2,667,459 2,527,941 Notes Payable - Stockholders -0- 90,182 -0- TOTAL LONG-TERM LIABILITIES 2,420,969 2,757,641 2,527,941 TOTAL LIABILITIES 2,892,036 3,224,388 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 366,377 75,968 224,686 TOTAL STOCKHOLDERS EQUITY 2,190,449 1,900,040 2,048,758 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 5,082,485 5,124,428 5,119,107 -3- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED 12/31/95 12/31/94 12/31/95 12/31/94 REVENUES: Rooms $ 311,467 $ 382,734 $ 714,364 $ 800,804 Food & Beverage 131,291 137,906 242,806 227,310 Telephone 11,511 13,772 20,078 24,808 Rents 60,985 50,775 115,013 110,016 Other 28,491 8,045 46,135 20,054 TOTAL REVENUE: 543,745 593,232 1,138,396 1,182,992 COSTS AND EXPENSES: Operating Departments Cost of Sales 70,526 70,309 129,065 127,112 Salaries & Wages 117,124 120,907 231,157 241,930 Other 52,447 49,566 100,954 112,542 General & Admin. 25,958 36,250 61,234 80,141 Advertising 15,193 17,401 34,371 37,461 Utilites 29,985 28,653 65,257 67,404 Repair & Maint. 25,071 43,138 48,316 71,521 Interest 50,874 58,079 103,416 122,556 Taxes & Licenses 51,520 44,124 90,977 108,657 Insurance 4,025 8,319 17,158 25,174 Depreciation 51,773 62,138 110,423 124,276 TOTAL COST AND EXPENSE 494,496 538,884 992,328 1,118,774 OPERATING INCOME (LOSS) 49,249 54,348 146,068 64,218 OTHER INCOME Gain on sale of Property -0- -0- -0- 281,664 NET INCOME BEFORE TAXES 49,249 54,348 146,068 345,882 FEDERAL INCOME TAXES Provision for taxes on Income -0- -0- 4,377 -0- Deferred Federal Income Taxes -0- -0- -0- -0- TOTAL FEDERAL INCOME TAXES -0- -0- 4,377 -0- TOTAL NET INCOME(LOSS) 49,249 54,348 141,691 345,882 EARNINGS PER SHARE .03 .03 .09 .22 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, 1995 1994 CASH FLOW FROM OPERATING ACTIVITIES: Net Income (Accrual Basis) from Statement of Income $ 141,691 $ 64,218 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accts. Receivables (Increase) Decrease 9,148 (1,223) Inventories (Increase) Decrease (674) 9,424 Prepaid Expenses Decrease (Increase) 5,927 5,872 Accounts Payable (Decrease) Increase (6,056) (6,347) Accrued Liabilities (Decrease) Increase (1,087) (59,911) Taxes Other Than Federal Income Tax Increase (Decrease) (64,198) 373 Depreciation Expense 110,423 124,276 NET CASH INFLOWS FROM OPERATIONS 195,174 136,682 CASH FLOW FROM INVESTING ACTIVITIES: From Sale of Investments 183,473 -0- From Sale of Operational Assets -0- 750,000 From Purchase of Operational Assets (350,041) (6,025) From Purchase of Investments -0- (576,470) NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (166,568) 167,505 CASH FLOW FROM FINANCING ACTIVITIES: Payment on Notes and Mortgages (106,972) (132,033) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES (106,972) (132,033) Net Increases (Decreases) in Cash Plus Cash Equivalents for the Six Months (78,366) 172,154 Cash Plus Cash Equivalents at July 1 298,380 119,199 Cash Plus Cash Equivalents--Dec. 31 220,014 291,353 Cash Paid for Interest in the Six Months 101,026 121,362 Cash Paid for Income Taxes in Six Months 4,377 -0- -5- UPTOWNER INNS, INC., AND SUBSIDAIRIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1993 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, 1995. -6- UPTOWNER INNS, INC., AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 31, 1995 	Revenues in the current six month period decreased 3.8% due to a general decline in demand for rooms (down 10.8%), offset by an increase in Food & Beverage (6.8%), Rents (4.5%), and Other (130%). Management has continued a close monitoring of costs and reduced the total costs by 11.3%, resulting in an increase in operating income of $81,850 (up 127%) from the six months ended in the previous year. Major decreases occurred in Other (10.3%), General & Administrative (23.6%), Repairs and Maintenance (32.4%), Interest Expense (15.6%), Taxes and Licenses (16.3%), Insurance (31.8%), and Depreciation (11.1%). Interest rate declines by lenders accounted for most of the decline in interest expense and the efforts of management to contain costs was the major cause of the other decreases. The company liquidity declined from 1.83 current ratio at June 30, 1995, to 1.52 at December 31, 1995, due to the down payment on property to be used to build a motel in the next several months. An additional decline resulted from paying $65,000 to renew the Holiday Inn franchise. -7- UPTOWNER INNS, INC., AND SUBSIDIARIES SIGNATURES DECEMBER 31, 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-