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_____MAR 31, 1996________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 _MARCH 31, 1996_________ Common STock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET MARCH 31, 1996 AND 1995 ASSETS MARCH 31, JUNE 30 , 1996 1995 1995 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 137,702 $ 339,993 $ 298,380 Temporary Investments 396,791 576,065 576,470 Accounts & Notes Rec. 75,400 60,631 86,063 Accts. Rec.--Shareholder -0- 2,318 -0- Inventories 10,254 9,592 10,703 Prepaid Expenses 12,136 22,217 18,710 TOTAL CURRENT ASSETS 632,283 1,010,816 990,326 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 1,439,532 1,317,267 1,387,244 Construction in Progress 57,371 -0- -0- TOTAL 7,878,028 7,508,163 7,518,369 Less: Acc. Dep. and Amortization 3,555,968 3,400,245 3,393,773 TOTAL PROPERTY, PLANT AND EQUIPMENT 4,322,060 4,107,918 4,124,596 OTHER ASSETS: Loan Costs & Franchise Fee 65,000 -0- -0- Deposits and Other 4,768 4,685 4,185 TOTAL OTHER ASSETS 69,768 4,685 4,185 TOTAL ASSETS 5,024,111 5,123,419 5,119,107 -2- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY MARCH 31, JUNE 30, 1996 1995 1995 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 42,073 $ 6,094 $ 32,592 Accrued Liabilities 96,457 212,660 89,634 Taxes Other Than Federal Income Taxes 78,680 16,864 158,236 Current Portion of Long-Term Debt. 206,000 204,000 261,946 TOTAL CURRENT LIABILITIES 423,210 439,618 542,408 LONG-TERM LIABILITIES Notes & Mortgages Payable 2,424,991 2,666,889 2,527,941 Notes Payable - Stockholders -0- 89,602 -0- TOTAL LONG-TERM LIABILITIES 2,424,991 2,756,491 2,527,941 TOTAL LIABILITIES 2,848,201 3,196,109 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 351,838 103,238 224,686 TOTAL STOCKHOLDERS EQUITY 2,175,910 1,927,310 2,048,758 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 5,024,111 5,123,419 5,119,107 -3- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE PERIODS ENDED MARCH 31, 1996 AND 1995 THREE MONTHS ENDED NINE MONTHS ENDED 3/31/96 3/31/95 3/31/96 3/31/95 REVENUES: Rooms $ 262,003 $ 342,545 $ 976,367 $ 1,143,349 Food & Beverage 85,387 97,278 328,193 324,588 Telephone 542 8,438 20,620 33,246 Other 12,376 12,484 58,511 32,538 Rents 55,812 60,793 170,825 70,809 TOTAL REVENUE 416,120 521,538 1,554,516 1,704,530 COSTS AND EXPENSES: Operating Departments Cost of Sales 69,329 49,310 198,394 176,422 Salaries & Wages 97,356 104,137 328,513 346,067 Other 45,063 68,019 146,017 180,561 General & Admin. 21,582 32,367 82,816 112,508 Advertising 15,301 23,692 49,672 61,153 Utilites 34,399 31,294 99,656 98,698 Repair & Maint. 18,747 5,194 67,063 76,715 Interest 50,070 56,654 153,486 179,210 Taxes & Licenses 37,330 40,383 128,307 149,040 Insurance 20,508 21,080 37,666 46,254 Deprec. & Amort. 51,773 62,138 162,196 186,414 TOTAL COST AND EXPENSE 461,458 494,268 1,453,786 1,613,042 OPERATING INCOME (LOSS) (45,338) 27,270 100,730 91,488 OTHER INCOME (EXPENSE) Interest Income 30,799 -0- 30,799 -0- Gain/Loss on Property, Plant, and Equipment -0- -0- -0- 281,664 NET INCOME (LOSS) BEFORE TAXES (14,539) 27,270 131,529 373,152 FEDERAL INCOME TAXES AND PENALTIES 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) (14,539) 27,270 127,152 373,152 EARNINGS PER SHARE (.01) .02 .08 .24 DIVIDENDS PER SHARE -0- -0- -0- -0- -4- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED MARCH 31, 1996 1995 CASH FLOW FROM OPERATING ACTIVITIES: Net Income (Accrual Basis; from Statement of Income $ 127,152 $ 91,488 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accts. Receivables (Increase) Decrease 10,663 (10,625) Inventories (Increase) Decrease 449 9,014 Prepaid Expenses Decrease (Increase) 6,574 ( 963) Accounts Payable (Decrease) Increase 9,481 (25,214) Accrued Liabilities (Decrease) Increase 6,822 (23,762) Taxes Other Than Federal Income Tax Increase (Decrease) (79,556) 1,962 Depreciation and Amortization Expense (Including Franchise) 162,196 186,414 NET CASH OUTFLOW FROM OPERATIONS 243,781 228,314 CASH FLOW FROM INVESTING ACTIVITIES: Cash Inflow: From Sale of Investments 179,679 -0- From Sale of Operational Assets -0- 750,000 From Decrease (Inc.) of Other Assets (65,583) 7,275 From Purchase of Operational Assets (359,659) (9,547) NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (245,563) 747,728 CASH FLOW FROM FINANCING ACTIVITIES: Payment on Notes and Mortgages (158,896) (179,183) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES (158,896) (179,183) Net Increases (Decreases) in Cash Plus Cash Equivalents for the Nine Months (160,678) 796,859 Cash Plus Cash Equivalents at July 1 298,380 119,199 Cash Plus Cash Equivalents at March 31 137,702 916,058 Cash Paid for Interest in Nine Months 149,900 175,624 Cash Paid for Income Tax in Nine Months 4,377 -0- -5- UPTOWNER INNS, INC., AND SUBSIDAIRIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1996 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 MARCH 31, 1996 	Revenues in the current nine month period decreased 8.8% due to a general decline in demand for rooms (down 14.6%). Management has continued a close monitoring of costs and reduced the total costs by 9.9%, resulting in an increase in operating income of $9,242 (up 10.1%) from the nine months ended in the previous year. Salaries and wages decreased 5%, other costs and expenses declined 19.1%, General and Administrative reduced 26.4%, Advertising was 18.8% lower, interest decreased 14.4%, taxes and licenses dropped 13.9%, Insurance was 18.6% less and depreciation was down 13% These decreases were offset by the higher costs of sales (up 12.5%). Management constantly monitors costs to maintain more efficiency in costs, and the interest rate decline from the previous year has resulted (with less debt) in lower interest. The liquidity has reduced from 2.3 at 3/31/95 to 1.83 at 6/30/95 to 1.49 at 3/31/96. The major reason for the reduction was over $372,000 in payment for a franchise renewal ($65,000), down payment on real estate to build a hotel ($250,000), and some initial costs to move the project further. -7- UPTOWNER INNS, INC., AND SUBSIDIARIES SIGNATURES MARCH 31, 1996 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: April 17, 1996 By: Violet Midkiff President Date: April 17, 1996 By: James C. Camp Treasurer -8-