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, 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 ___DECEMBER 31, 1997_______ Common Stock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1997 AND 1996 ASSETS DECEMBER 31, JUNE 30, 1997 1996 1997 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 105,938 $ 241,411 $ 245,427 Accounts & Notes Rec. 26,537 21,208 25,203 Inventories 8,195 10,101 5,996 Prepaid Expenses 32,706 16,432 51,439 TOTAL CURRENT ASSETS 173,376 289,152 328,065 PROPERTY, PLANT AND EQUIPMENT Land 1,554,112 1,386,777 1,554,112 Building & Improvement 4,989,345 5,322,204 4,989,345 Construction in Progress 3,145,929 234,636 1,698,276 Furniture & Equipment 1,463,768 1,447,447 1,463,768 TOTAL 11,153,154 8,391,064 9,705,501 Less: Accumulated Depreciation and Amortization 3,719,834 3,714,968 3,625,966 TOTAL PROPERTY, PLANT AND EQUIPMENT 7,433,320 4,676,096 6,079,535 OTHER ASSETS: Deposits and Other 127,921 69,353 128,210 TOTAL OTHER ASSETS 127,921 69,353 128,210 TOTAL ASSETS 7,734,617 5,034,601 6,535,810 -2- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1997 AND 1996 LIABILITIES AND STOCKHOLDERS' EQUITY DECEMBER 31, JUNE 30, 1997 1996 1997 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 610,609 $ 84,961 $ 635,311 Accrued Liabilities 107,052 92,594 103,360 Taxes Other Than Federal Income Taxes 137,076 146,457 192,283 Current Portion of Long-Term Debt. 272,482 281,925 272,482 TOTAL CURRENT LIABILITIES 1,127,219 605,937 1,203,436 LONG-TERM LIABILITIES Notes & Mortgages Payable 4,415,761 2,202,322 3,119,901 TOTAL LONG-TERM LIABILITIES 4,415,761 2,202,322 3,119,901 TOTAL LIABILITIES 5,542,980 2,808,259 4,323,337 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 367,565 402,270 388,401 TOTAL STOCKHOLDERS' EQUITY 2,191,637 2,226,342 2,212,473 TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 7,734,617 5,034,601 6,535,810 -3- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE PERIODS ENDED DECEMBER 31, 1997 AND 1996 THREE MONTHS ENDED SIX MONTHS ENDED 12/31/97 12/31/96 12/31/97 12/31/96 REVENUES: Rooms $ 217,030 $ 314,294 $ 466,342 $ 709,862 Food & Beverage 87,261 94,350 149,770 180,728 Telephone 6,777 8,655 14,603 16,663 Rents 65,465 59,021 130,399 116,047 Other 15,354 25,418 23,096 36,355 TOTAL REVENUE 391,887 501,738 784,210 1,059,655 COSTS AND EXPENSES: Operating Departments Cost of Sales 43,095 50,580 76,157 99,370 Salaries & Wages 105,019 130,956 208,028 248,770 Other 51,777 60,903 80,713 123,276 General & Admin. 12,862 32,237 28,092 59,301 Advertising 4,756 2,884 14,609 19,740 Utilities 26,842 23,399 58,488 56,645 Repair & Maint. 14,318 29,608 30,164 53,111 Interest 48,067 47,271 97,671 95,493 Taxes & Licenses 50,483 43,626 90,090 84,266 Insurance 14,303 13,683 27,257 27,295 Deprec. & Amort. 41,822 52,489 93,777 104,262 TOTAL COST & EXPENSES 413,344 487,636 805,046 971,529 NET OPERATING INCOME (LOSS) BEFORE TAXES (21,457) 14,102 (20,836) 88,126 FEDERAL INCOME TAXES AND PENALTIES Provision for Taxes on Income -0- -0- -0- -0- Deferred Federal Income Taxes -0- -0- -0- -0- TOTAL FEDERAL INCOME TAXES -0- -0- -0- -0- TOTAL NET INCOME(LOSS) (21,457) 14,102 (20,836) 88,126 EARNINGS PER SHARE (.01) .01 (.01) .06 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, 1997 1997 1996 CASH FLOW FROM OPERATING ACTIVITIES: Net Income (Accrual Basis; from Statement of Income $ (20,836) $ 88,126 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accts. Receivables (Increase) Decrease (1,334) 33,448 Inventories (Increase) Decrease (2,199) (875) Prepaid Expenses Decrease (Increase) 18,733 11,966 Accounts Payable (Decrease) Increase (24,702) 13,779 Accrued Liabilities (Decrease) Increase 3,981 (1,447) Taxes Other Than Federal Income Tax Increase (Decrease) (55,207) 38,715 Depreciation Expense 93,868 104,262 NET CASH INFLOWS FROM OPERATIONS 12,304 287,974 CASH FLOW FROM INVESTING ACTIVITIES: From Sale of Investments -0- -0- From Purchase of Operational Assets (1,447,653) (394,604) NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (1,447,653) (394,604) CASH FLOW FROM FINANCING ACTIVITIES: Issuance of Long-Term Debt 1,346,308 Payment on Notes and Mortgages (50,448) (115,957) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES 1,295,860 (115,957) Net Increases (Decreases) in Cash Plus Cash Equivalents for the Six Months (139,489) (222,587) Cash Plus Cash Equivalents at July 1 245,427 463,998 Cash Plus Cash Equivalents at December 31 105,938 241,411 Cash Paid for Interest in the Six Months 97,671 93,103 Cash Paid for Income Taxes in The Six Months -0- -0- -5- UPTOWNER INNS, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 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, 1997. -6- UPTOWNER INNS, INC., AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DECEMBER 31, 1997 Revenues for the six months ended December 31, 1997 are 26% lower than the comparable period in 1996 due to a decline in room revenues (34%), food and beverage revenues (17.1%) , and telephone revenues (12.4%). The company has had rent increases of 12.4% reflecting the continued demand for rental housing in the community. The decline in revenues for the quarter ended December 31, 1997 compared to the same quarter in 1996 is 22%. These decreases are the result of the loss in January 1997 of the Holiday Inn franchise and the public comments concerning the future use of the current facility when the Holiday Inn Hotel & Suites is completed in early 1998. management anticipates the revenue declines will level off and the company can make better use of the current motel operation in the future or use the facility in a different way to maintain revenues. Expenses and costs have declined in concert with the decline of revenues, but at a lower rate. management has endeavored to reduce costs in every possible area, but the costs of operations in some aspects cannot be reduced. Minimal staffing, utilities, insurance, interest, etc., will cause the costs and expenses to reach a point where further reductions will be difficult or impossible to effect. The Statement of Cash Flows reflects the small amount of cash provided from operating activities and the use of cash to develop the new facility resulting in a significant decrease in cash of $139,489. This further affects the liquidity of the company in a negative way. The current ratio was .48 to 1 at December 31, 1996 and had declined to .27 to 1 at June 30, 1997, with a further decline to .15 to 1 at December 31, 1997. Renegotiation of debt and the possible sale of some real estate holdings are being pursued to alleviate the problem. These property sales would not adversely affect the motel operations and would have minimal affect on gross rent revenues. The cash flow problems and the operating losses will not improve in the next quarter as the winter months are not the busy time. It is unlikely the liquidity will improve even with the sale of the property, but the debt restructuring will be of some limited benefit over the next several months. -7- UPTOWNER INNS, INC., AND SUBSIDIARIES SIGNATURES DECEMBER 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: January 30, 1998 By Violet Midkiff Violet Midkiff President Date: January 30, 1998 By James R. Camp James R. Camp Treasurer -8-