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, 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 jurisdiction 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, 1997_________ Common Stock-$.50 par value 1,583,563 Shares -1- <P> UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET ASSETS SEPTEMBER 30, JUNE 30 , 1997 1996 1997 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 205,587 $ 294,187 $ 245,427 Accounts & Notes Rec. 28,097 41,591 25,203 Inventories 6,996 10,863 5,996 Prepaid Expenses 41,649 17,877 51,439 TOTAL CURRENT ASSETS 282,329 364,518 328,065 PROPERTY, PLANT AND EQUIPMENT Land 1,554,112 1,381,323 1,554,112 Building & Improvement 4,989,345 5,322,204 4,989,345 Construction in Progress 2,960,575 199,311 1,698,276 Furniture & Equipment 1,463,768 1,449,174 1,463,768 TOTAL 10,967,800 8,352,012 9,705,501 Less: Accumulated Dep. and Amortization 3,677,921 3,662,479 3,625,966 TOTAL PROPERTY, PLANT AND EQUIPMENT 7,289,879 4,689,533 6,079,535 OTHER ASSETS: Deposits and Other 128,210 69,460 128,210 TOTAL OTHER ASSETS 128,210 69,460 128,210 TOTAL ASSETS 7,700,418 5,123,511 6,535,810 -2- <P> UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY SEPTEMBER 30, JUNE 30, 1997 1996 1997 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 642,299 $ 155,291 $ 635,311 Accrued Liabilities 92,058 77,864 103,360 Taxes Other Than Federal Income Taxes 112,621 130,603 190,332 Notes Payable Current Portion of Long-Term Debt 271,282 277,925 272,482 TOTAL CURRENT LIABILITIES 1,118,260 641,683 1,201,485 LONG-TERM LIABILITIES Notes & Mortgages Payable 4,367,113 2,269,588 3,119,901 TOTAL LONG-TERM LIABILITIES 4,367,113 2,269,588 3,119,901 TOTAL LIABILITIES 5,485,373 2,911,271 4,321,386 STOCKHOLDER'S EQUITY Common Stock, par value $0.50 per share; authorized 5,000,000 shares; 791,782 791,782 791,782 Additional Paid-In Capital 1,032,290 1,032,290 1,032,290 Retained Earnings 390,973 388,168 390,352 TOTAL STOCKHOLDER'S EQUITY 2,215,045 2,212,240 2,214,424 TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 7,700,418 5,123,511 6,535,810 -3- <P> UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30 3 MONTHS 3 MONTHS 9/30/97 9/30/96 REVENUES: Rooms $ 249,312 $ 395,568 Food & Beverage 62,509 86,378 Telephone 7,826 8,008 Rents 64,934 57,026 Other 7,742 10,937 TOTAL REVENUE 392,323 557,917 COSTS AND EXPENSES: Operating Departments Cost of Sales 33,062 48,790 Salaries & Wages 103,009 117,814 Other 28,936 62,373 General Admin. 15,230 27,064 Advertising 9,853 16,856 Utilities 31,646 33,246 Repairs & Maintenance 15,846 23,503 Interest 49,604 48,222 Taxes & Licenses 39,607 40,640 Insurance 12,954 13,612 Deprec. & Amort. 51,955 51,773 TOTAL COST AND EXPENSE 391,702 483,893 OPERATING INCOME 621 74,024 OTHER INCOME (EXPENSE) Interest Income -0- -0- NET INCOME (LOSS) BEFORE TAXES 621 74,024 FEDERAL INCOME TAXES AND PENALTIES Provision for Taxes on Income -0- -0- Deferred Federal Income Taxes -0- -0- Tax Penalties -0- -0- TOTAL FEDERAL INCOME TAXES -0- -0- TOTAL NET INCOME 621 74,024 EARNINGS PER SHARE .00 .05 DIVIDENDS PER SHARE $ -0- $ -0- -4- <P> UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30 1997 1996 Cash Flow From Operating Activities: Net Income (Accrual Basis; from Statement of Income $ 621 $ 74,024 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accts. Receivables (Increase) Decrease (2,894) 13,065 Inventories (Increase) Decrease (1,000) (1,637) Prepaid Expenses Decrease (Increase) 9,790 10,521 Accounts Payable (Decrease) Increase 6,988 84,109 Accrued Liabilities (Decrease) Increase (11,302) (16,177) Taxes Other Than Federal Income Tax Increase (Decrease) (77,711) 22,861 Deposits (Decrease) -0- 344 Depreciation and Amortization Expense 51,955 51,773 NET CASH OUTFLOW FROM OPERATIONS (23,553) 238,883 Cash Flow from Investing Activities: Cash Outflows: Paid for Operational Assets & Other (1,262,299) (356,003) NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (1,262,299) (356,003) Cash Flow from Financing Activities: Cash Outflows: Loan Proceeds 1,262,299 Payment on Notes and Mortgages (16,287) (52,691) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES 1,246,012 (52,691) Net Increases (Decreases) in Cash Plus Cash Equivalents for the Three Months (39,840) (169,811) Cash Plus Cash Equivalents at July 1 245,427 463,998 Cash Plus Cash Equivalents at September 30 205,587 294,187 Cash Pd for Interest in the Three Months 48,409 47,027 Cash Pd for Income Taxes in The Three Months -0- -0- -5- <P> UPTOWNER INNS, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 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, 1997. -6- <P> UPTOWNER INNS, INC., AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SEPTEMBER 30, 1997 The quarter ending September 30, 1997 reflects an overall decline in revenues of 30% compared to September 30, 1996 resulting from the loss of the Holiday Inn franchise and the public comments that the current operation would cease to operate as a motel and restaurant when the new project is completed. Room revenues decreased 37% compared to the same quarter in the previous year and food and beverage was down 28%. The loss of the franchise did result in a decrease in Costs--Other due to the franchise fees required in the previous year and advertising paid to the franchisor was also eliminated. The company has reduced the repairs and maintenance to the necessary items to contain costs and to eliminate some repairs that may be unnecessary if the present facility is converted to another use. With the decline in revenues, costs have been reduced as much as possible to better cope with the current cash flow problems. The Statement of Cash Flows indicates the operations generated a negative cash flow of $23,553 and the debt reduction of $16,287 further reduced available funds. The company has no significant change in liquidity since June 30, 1997, but the current ratio of .25 to 1 is a serious problem that is being addressed by management. It is not anticipated that it will improve substantially in the near term, but efforts are being made to renegotiate long-term debt to maintain liquidity or slightly improve it. -7- <P> UPTOWNER INNS, INC., AND SUBSIDIARIES SIGNATURES SEPTEMBER 30, 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: October 31, 1997 By Violet Midkiff Violet Midkiff President Date: October 31, 1997 By James R. Camp James R. Camp Treasurer -8- <P>