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, 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 ___DECEMBER 31, 1996_______ Common Stock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1996 AND 1995 ASSETS DECEMBER 31, JUNE 30, 1996 1995 1996 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 241,411 $ 220,014 $ 463,998 Investments - 0 - 392,997 - 0 - Accounts & Notes Rec. 21,208 76,464 54,656 Accts. Rec.--Shareholder - 0 - 451 - 0 - Inventories 10,101 11,377 9,226 Prepaid Expenses 16,432 12,783 28,398 TOTAL CURRENT ASSETS 289,152 714,086 556,278 PROPERTY, PLANT & EQUIPMENT Land 1,386,777 1,058,921 1,087,921 Building & Improvement 5,322,204 5,322,204 5,322,204 Construction in Progress 234,636 10,000 143,390 Furniture & Equipment 1,447,447 1,412,285 1,442,494 TOTAL 8,391,064 7,803,410 7,996,009 Less: Accumulated Depreciation and Amortization 3,714,968 3,504,196 3,610,706 TOTAL PROPERTY, PLANT AND EQUIPMENT 4,676,096 4,299,214 4,385,303 OTHER ASSETS: Deposits and Other 69,353 69,185 69,804 TOTAL OTHER ASSETS 69,353 69,185 69,804 TOTAL ASSETS 5,034,601 5,082,485 5,011,385 -2- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1996 AND 1995 LIABILITIES AND STOCKHOLDERS' EQUITY DECEMBER 31, JUNE 30, 1996 1995 1996 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 84,961 $ 26,536 $ 71,182 Accrued Liabilities 92,594 88,547 94,041 Taxes Other Than Federal Income Taxes 146,457 94,038 107,742 Current Portion of Long-Term Debt. 281,925 261,946 277,925 TOTAL CURRENT LIABILITIES 605,937 471,067 550,890 LONG-TERM LIABILITIES Notes & Mortgages Payable 2,202,322 2,420,969 2,322,279 TOTAL LONG-TERM LIABILITIES 2,202,322 2,420,969 2,322,279 TOTAL LIABILITIES 2,808,259 2,892,036 2,873,169 STOCKHOLDERS' 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 402,270 366,377 314,144 TOTAL STOCKHOLDERS' EQUITY 2,226,342 2,190,449 2,138,216 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 5,034,601 5,082,485 5,011,385 -3- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE PERIODS ENDED DECEMBER 31, 1996 AND 1995 THREE MONTHS ENDED SIX MONTHS ENDED 12/31/96 12/31/95 12/31/96 12/31/95 REVENUES: Rooms $ 314,294 $ 311,467 $ 709,862 $ 714,364 Food & Beverage 94,350 131,291 180,728 242,806 Telephone 8,655 11,511 16,663 20,078 Rents 59,021 60,985 116,047 115,013 Other 25,418 28,491 36,355 46,135 TOTAL REVENUE 501,738 543,745 1,059,655 1,138,396 COSTS AND EXPENSES: Operating Departments Cost of Sales 50,580 70,526 99,370 129,065 Salaries & Wages 130,956 117,124 248,770 231,157 Other 60,903 52,447 123,276 100,954 General & Admin. 32,237 25,958 59,301 61,234 Advertising 2,884 15,193 19,740 34,371 Utilites 23,399 29,985 56,645 65,257 Repair & Maint. 29,608 25,071 53,111 48,316 Interest 47,271 50,874 95,493 103,416 Taxes & Licenses 43,626 51,520 84,266 90,977 Insurance 13,683 4,025 27,295 17,158 Deprec. & Amort. 52,489 51,773 104,262 110,423 TOTAL COST & EXPENSES 487,636 494,496 971,529 992,328 NET OPERATING INCOME (LOSS) BEFORE TAXES 14,102 49,249 88,126 146,068 FEDERAL INCOME TAXES AND PENALTIES Provision for Taxes on Income -0- -0- -0- 4,377 Deferred Federal Income Taxes -0- -0- -0- -0- TOTAL FEDERAL INCOME TAXES -0- -0- -0- 4,377 TOTAL NET INCOME (LOSS) 14,102 49,249 88,126 141,691 EARNINGS PER SHARE .01 .03 .06 .09 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, 1996 1996 1995 CASH FLOW FROM OPERATING ACTIVITIES: Net Income (Accrual Basis; from Statement of Income $ 88,126 $ 141,691 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accts. Receivables (Increase) Decrease 33,448 9,148 Inventories (Increase) Decrease (875) (674) Prepaid Expenses Decrease (Increase) 11,966 5,927 Accounts Payable (Decrease) Increase 13,779 (6,056) Accrued Liabilities (Decrease) Increase (1,447) (1,087) Taxes Other Than Federal Income Tax Increase (Decrease) 38,715 (64,198) Depreciation Expense 104,262 110,423 NET CASH INFLOWS FROM OPERATIONS 287,974 195,174 CASH FLOW FROM INVESTING ACTIVITIES: From Sale of Investments -0- 183,473 From Purchase of Operational Assets (394,604) (350,041) NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (394,604) (166,568) CASH FLOW FROM FINANCING ACTIVITIES: Payment on Notes and Mortgages (115,957) (106,972) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES (115,957) (106,972) Net Increases (Decreases) in Cash Plus Cash Equivalents for the Six Months (222,587) (78,366) Cash Plus Cash Equivalents at July 1 463,998 298,380 Cash Plus Cash Equivalents at December 31 241,411 220,014 Cash Paid for Interest in the Six Months 93,103 101,026 Cash Paid for Income Taxes in The Six Months -0- 4,377 -5- UPTOWNER INNS, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 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, 1996. -6- UPTOWNER INNS, INC., AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 31, 1996 Revenues in the current period decreased 6.9%. The major portion is caused by the 25% decline in Food & Beverage sales, but significant percentage declines occurred in Telephone Revenues (down 17%) and Other Revenues (down 21%). Costs were decreased 2% due mainly to the decreasing Cost of Sales (down 23%), Utilities (down 13%), and Advertising (down 43%). Salaries and Wages increased 7.6%, Other Expenses increased 22%, Repairs and Maintenance increased 9.9%, Insurance increased 59%. Cost increases were due to the current economic conditions and to the need to incur costs to maintain or improve the operations of the company. Decreases were due to decreased activities (Cost of Sales) coupled with management's efforts to reduce food costs; decreased activity and weather conditions reduced utility consumption; and other costs decreased marginally. The liquidity has declined from 1.52 at December 31, 1995, to a current level of .48. This is caused by the property acquisition and costs to begin construction of a new hotel. Construction contracts are awarded, financing has been obtained, and the project is scheduled for completion in February, 1998. Liquidity will continue to be a problem for the company for some time. -7- UPTOWNER INNS, INC., AND SUBSIDIARIES SIGNATURES DECEMBER 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: January 30, 1997 By Violet Midkiff Violet Midkiff President Date: January 30, 1997 By James R. Camp James R. Camp Treasurer -8-