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_____MARCH 31, 1997___________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, 1997_________ Common Stock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC., AND SUBSIDIARY CONSOLIDATED BALANCE SHEET MARCH 31, 1997 AND 1996 ASSETS MARCH 31, JUNE 30 , 1997 1996 1996 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 96,878 $ 137,702 $ 463,998 Temporary Investments -0- 396,791 -0- Accounts & Notes Rec. 60,988 75,400 54,656 Inventories 10,216 10,254 9,226 Prepaid Expenses 22,550 12,136 28,398 TOTAL CURRENT ASSETS 190,632 632,283 556,278 PROPERTY, PLANT AND 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 904,916 57,731 143,390 Furniture & Equipment 1,451,631 1,439,532 1,442,494 TOTAL 9,065,528 7,878,028 7,996,009 Less: Acc. Dep. and Amortization 3,766,923 3,555,968 3,610,706 TOTAL PROPERTY, PLANT AND EQUIPMENT 5,298,605 4,322,060 4,385,303 OTHER ASSETS: Deposits and Other 70,149 69,768 69,804 TOTAL OTHER ASSETS 70,149 69,768 69,804 TOTAL ASSETS 5,559,386 5,024,111 5,011,385 -2- UPTOWNER INNS, INC., AND SUBSIDIARY CONSOLIDATED BALANCE SHEET MARCH 31, 1997 AND 1996 LIABILITIES AND STOCKHOLDERS' EQUITY MARCH 31, JUNE 30, 1997 1996 1996 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 115,645 $ 42,073 $ 71,182 Accrued Liabilities 103,834 96,457 94,041 Taxes Other Than Federal Income Taxes 165,191 7,868 107,742 Current Portion of Long-Term Debt. 286,925 206,000 277,925 TOTAL CURRENT LIABILITIES 671,595 423,210 550,890 LONG-TERM LIABILITIES Notes & Mortgages Payable 2,678,145 2,424,991 2,322,279 TOTAL LONG-TERM LIABILITIES 2,678,145 2,424,991 2,322,279 TOTAL LIABILITIES 3,349,740 2,848,201 2,873,169 STOCKHOLDER'S 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 385,574 351,838 314,144 TOTAL STOCKHOLDERS' EQUITY 2,209,646 2,175,910 2,138,216 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 5,559,386 5,024,111 5,011,385 -3- UPTOWNER INNS, INC., AND SUBSIDIARY CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE PERIODS ENDED MARCH 31, 1997 AND 1996 THREE MONTHS ENDED NINE MONTHS ENDED 3/31/96 3/31/97 3/31/96 3/31/97 REVENUES: Rooms $ 262,003 $ 244,302 $ 976,367 $ 954,164 Food & Beverage 85,387 68,807 328,193 249,535 Telephone 542 10,469 20,620 27,132 Other 12,376 (353) 58,511 36,002 Rents 55,812 60,038 170,825 176,085 TOTAL REVENUE 416,120 383,263 1,554,516 1,442,918 COSTS AND EXPENSES: Operating Departments Cost of Sales 69,329 40,472 198,394 139,842 Salaries & Wages 97,356 91,214 328,513 339,984 Other 45,063 53,108 146,017 176,384 General & Admin. 21,582 17,908 82,816 77,209 Advertising 15,301 15,762 49,672 35,502 Utilites 34,399 24,860 99,656 81,505 Repair & Maint. 18,747 5,065 67,063 58,176 Interest 50,070 46,466 153,486 141,959 Taxes & Licenses 37,330 47,402 128,307 131,668 Insurance 20,508 12,743 37,666 40,038 Deprec. & Amort. 51,773 51,955 162,196 156,217 TOTAL COST AND EXPENSES 461,458 406,955 1,453,786 1,378,484 OPERATING INCOME (LOSS) (45,338) (23,692) 100,730 64,434 OTHER INCOME (EXPENSE) Interest Income 30,799 6,996 30,799 6,996 NET INCOME (LOSS) BEFORE TAXES (14,539) 6,996 131,529 71,430 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) (16,696) 127,152 71,430 EARNINGS PER SHARE (.01) (.01) .08 .05 DIVIDENDS PER SHARE -0- -0- -0- -0- -4- UPTOWNER INNS, INC., AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED MARCH 31, 1996 1997 CASH FLOW FROM OPERATING ACTIVITIES: Net Income (Accrual Basis; from Statement of Income $ 127,152 $ 71,430 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accts. Receivables (Increase) Decrease 10,663 (6,332) Inventories (Increase) Decrease 449 (990) Prepaid Expenses Decrease (Increase) 6,574 5,848 Accounts Payable (Decrease) Increase 9,481 44,463 Accrued Liabilities (Decrease) Increase 6,822 9,793 Taxes Other Than Federal Income Tax Increase (Decrease) (79,556) 57,449 Depreciation and Amortization Expense (Including Franchise) 162,196 156,217 NET CASH OUTFLOW FROM OPERATIONS 243,781 337,878 CASH FLOW FROM INVESTING ACTIVITIES: Cash Inflow: From Sale of Investments 179,679 -0- From Decrease (Inc.) of Other Assets (65,583) (345) From Purchase of Operational Assets (359,659) 1,069,864 NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (245,563) 1,069,864 CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Notes -0- 554,279 Payment on Notes and Mortgages (158,896) (189,413) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES (158,896) 364,866 Net Increases (Decreases) in Cash Plus Cash Equivalents for the Nine Months (160,678) (367,120) Cash Plus Cash Equivalents at July 1 298,380 463,998 Cash Plus Cash Equivalents at March 31 137,702 96,878 Cash Paid for Interest in Nine Months 149,900 138,377 Cash Paid for Income Tax in Nine Months 4,377 -0- -5- UPTOWNER INNS, INC., AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 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 SUBSIDIARY MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1997 Total revenues decreased 7.2% for the nine-month period of 1997 compared to nine months ended March 31, 1996. The decrease in Room Revenue of 2.3%, and Other Revenues of 38.5% were partially offset by the 31.5% increase in Telephone Revenues and 3.1% increase in Rent Revenues. Room Revenues have been declining for several quarters due to competition. Food and Beverage has declined for the same reason. Costs and Expenses were reduced 5.1% due to reduced Cost of Sales (30%), Advertising (28.5%), Utilities (18.2%), Repairs and Maintenance (13.3%), Depreciation (3.7%), and Interest (7.5%). Increases in Salaries and Wages (3.5%), Other (21%), Taxes and Licenses (2.6%), and Insurance (6.3%) offset the reductions. Management has attempted to reduce operating costs due to the declining revenues and the temporary status of the current motel operations pending the completion and opening of a new operation approximately seven blocks from the present location. Additionally, the loss of the Holiday Inn franchise in January, 1997, has caused some revenue decrease, but this has been overcome greatly by the costs eliminated for franchise fees, institutional advertising, and other franchise requirements. The registrant's liquidity has eroded further as evidenced by the current ratio of 1.5 at March 31, 1996, compared to 1.01 at June 30, 1996, and .28 to 1 at March 31, 1997. Temporary investments obtained from proceeds on the sale of real estate in Parkersburg, West Virginia, in 1995 were used to acquire land and commence construction on the new facility to be opened in late February 1998. The liquidity is also negatively affected by the seasonal downtown business experienced in the previous four months. It is anticipated that any improvement will be only slight and that the next year to twenty-four months will not show significant improvement, if any. -7- UPTOWNER INNS, INC., AND SUBSIDIARY SIGNATURES MARCH 31, 1997 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 28, 1997 By Violet Midkiff Violet Midkiff President Date: April 28, 1997 By James R. Camp James R. Camp Treasurer -8-