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, 1998 ________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, 1998_______ Common Stock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET MARCH 31, 1998 AND 1997 ASSETS MARCH 31, JUNE 30, 1998 1997 1997 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 105,001 $ 96,878 $ 245,427 Accounts & Notes Rec. 25,656 60,988 25,203 Inventories 8,088 10,216 5,996 Prepaid Expenses 32,029 22,550 51,439 TOTAL CURRENT ASSETS 170,774 190,632 328,065 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 3,778,809 904,916 1,698,276 Furniture & Equipment 1,463,768 1,451,631 1,463,768 TOTAL 11,786,034 9,065,528 9,705,501 Less: Accumulated Depreciation and Amortization 3,761,746 3,766,923 3,625,966 TOTAL PROPERTY, PLANT AND EQUIPMENT 8,024,288 5,298,605 6,079,535 OTHER ASSETS: Deposits and Other 145,106 70,149 128,210 TOTAL OTHER ASSETS 145,106 70,149 128,210 TOTAL ASSETS 8,340,168 5,559,386 6,535,810 -2- UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET MARCH 31, 1998 AND 1997 LIABILITIES AND STOCKHOLDERS' EQUITY MARCH 31, JUNE 30, 1998 1997 1997 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 637,823 $ 115,645 $ 635,311 Accrued Liabilities 100,872 103,834 103,360 Taxes Other Than Federal Income Taxes 160,855 165,191 192,283 Current Portion of Long-Term Debt. 286,500 286,925 272,482 TOTAL CURRENT LIABILITIES 1,186,050 671,595 1,203,436 LONG-TERM LIABILITIES Notes & Mortgages Payable 5,012,529 2,678,145 3,119,901 TOTAL LONG-TERM LIABILITIES 5,012,529 2,678,145 3,119,901 TOTAL LIABILITIES 6,198,579 3,349,740 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 317,517 385,574 388,401 TOTAL STOCKHOLDER'S EQUITY 2,141,589 2,209,646 2,212,473 TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 8,340,168 5,559,386 6,535,810 -3- UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE NINE MONTHS ENDED MARCH 31 THREE MONTHS ENDED NINE MONTHS ENDED 03/31/98 03/31/97 03/31/98 03/31/97 REVENUES: Rooms $ 179,151 $ 244,302 $ 645,493 $ 954,164 Food & Beverage 61,518 68,807 211,288 249,535 Telephone 7,082 10,469 21,685 27,132 Rents 6,684 (353) 29,780 36,002 Other 62,212 60,038 192,611 176,085 TOTAL REVENUE 316,647 383,263 1,100,857 1,442,918 COSTS AND EXPENSES: Operating Departments Cost of Sales 32,278 40,472 108,435 139,842 Salaries & Wages 100,464 91,214 308,492 339,984 Other 8,901 53,108 89,614 176,384 General & Admin. 21,082 17,908 49,174 77,209 Advertising 7,568 15,762 22,177 35,502 Utilities 26,480 24,860 84,968 81,505 Repair & Maint. 21,180 5,065 51,344 58,176 Interest 52,426 46,466 150,097 141,959 Taxes & Licenses 40,877 47,402 130,967 131,668 Insurance 13,789 12,743 41,046 40,038 Deprec. & Amort. 42,003 51,955 135,780 156,217 TOTAL COST & EXPENSE 367,048 406,955 1,172,094 1,378,484 OPERATING INCOME (LOSS) (50,401) (23,692) (71,237) 64,434 OTHER INCOME (EXPENSE) Interest Income 353 6,996 353 6,996 NET INCOME (LOSS) BEFORE TAXES (50,048) (16,696) (70,884) 71,430 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) (50,048) (16,696) (70,884) 71,430 EARNINGS PER SHARE (.03) .01 (.04) .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, 1998 1998 1997 CASH FLOW FROM OPERATING ACTIVITIES: Net Income (Accrual Basis; from Statement of Income $ (70,884) $ 71,430 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accts. Receivables (Increase) Decrease (453) (6,332) Inventories (Increase) Decrease (2,092) (990) Prepaid Expenses Decrease (Increase) 19,410 5,848 Accounts Payable (Decrease) Increase 2,512 44,463 Accrued Liabilities (Decrease) Increase (2,488) 9,793 Taxes Other Than Federal Income Tax Increase (Decrease) (31,428) 57,449 Depreciation Expense 135,780 156,217 NET CASH INFLOWS FROM OPERATIONS 50,357 337,878 CASH FLOW FROM INVESTING ACTIVITIES: From Decrease (Inc.) of Other Assets (16,896) (345) From Purchase of Operational Assets (2,080,533) (1,069,519) NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (2,097,429) (1,069,864) CASH FLOW FROM FINANCING ACTIVITIES: Proceeds from Notes 1,972,970 554,279 Payment on Notes and Mortgages (66,324) (189,413) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES 1,906,646 364,866 Net Increases (Decreases) in Cash Plus Cash Equivalents for the Nine Months (140,426) (367,120) Cash Plus Cash Equivalents at July 1 245,427 463,998 Cash Plus Cash Equivalents at March 31 105,001 96,878 Cash Paid for Interest in the Nine Months 146,785 138,377 Cash Paid for Income Taxes in The Nine Months -0- -0- -5- UPTOWNER INNS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1998 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 SUBSIDIARY MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1998 Total revenues are 24% lower in the nine months ended March 31, 1998 compared to nine months ended March 31, 1997. The decrease is a result of decreased room revenues (32%) caused by increased competition and the loss of the Holiday Inn franchise. The decreased room revenues are the primary cause of declined food and beverage (15%), telephone (20%), and other (17%). Rents increaed 9% due to rate increases and increased occupancy of rental properties. Decreased business and management efforts to control expenses have caused the 15% decrease in costs and expenses. Directly affected by decreased revenues, the cost of sales decreased (22%), salaries and wages (9%), other (49%), general and administative (36%), advertising (38%), repairs and maintenance (12%). The increases in interest (6%) is a result of debt increase. Due to the delay in completion of the new Holiday Inn Hotel & Suites (moved from February '98 to late June '98), there have been no plans finalized on the utilization of the current hotel structure, and management continues to operate a full service motel and restaurant for the immediate future. When the new hotel facility is operational, decisions will be made to continue the current facility as presently operated or modify the structure and change the operation to a different type of residence facility (some portion as a monthly rental). Liquidity is a critical problem that has worsened from March '97 and June '97 to a level of .14 to 1. The continued costs of the new facility and the decline of revenues in the current facility have, as projected in previous reports, resulted in the decrease of the funds available on a current basis. Some debt restructuring has been done, but insufficient time has passed to make any impact on the problem. Continued efforts to dispose of some real estate holdings have not been successful, but these efforts will be pursued further. It is hoped that the next two quarters will have improved revenues as the travel season arrives and that the new facility will be operational and profitable after the next quarter. -7- UPTOWNER INNS, INC. AND SUBSIDIARY SIGNATURES MARCH 31, 1998 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 30, 1998 By Violet Midkiff Violet Midkiff President Date: April 30, 1998 By James R. Camp James R. Camp Treasurer -8-