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, 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 jurisdiction 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 SEPTEMBER 30, 1998 Common Stock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET ASSETS SEPTEMBER 30, JUNE 30 , 1998 1997 1998 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 239,066 $ 205,587 $ 90,015 Accounts & Notes Rec. 120,847 28,097 23,726 Inventories 15,236 6,996 7,362 Prepaid Expenses 31,130 41,649 51,550 TOTAL CURRENT ASSETS 406,279 282,329 172,653 INVESTMENTS & FUNDS Notes Receivable 47,416 TOTAL INVESTMENTS & FUNDS 47,416 PROPERTY, PLANT AND EQUIPMENT Land 1,495,612 1,554,112 1,554,112 Building & Improvement 10,610,074 4,989,345 4,989,345 Construction in Progress 0 2,960,575 5,580,717 Furniture & Equipment 2,452,173 1,463,768 2,250,473 TOTAL 14,557,859 10,967,800 14,374,647 Less: Accumulated Depreciation and Amortization 3,750,351 3,677,921 3,797,872 TOTAL PROPERTY, PLANT AND EQUIPMENT 10,807,508 7,289,879 10,576,775 OTHER ASSETS: Deposits and Other 128,745 128,210 129,287 TOTAL OTHER ASSETS 128,745 128,210 129,287 TOTAL ASSETS 11,389,948 7,700,418 10,878,715 -2- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY SEPTEMBER 30, JUNE 30, 1998 1997 1998 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 575,453 $ 642,299 $ 517,587 Accrued Liabilities 208,175 92,058 145,809 Taxes Other Than Federal Inicome Taxes 234,891 112,621 200,399 Notes Payable Current Portion of Long-Term Debt. 1,009,425 271,282 996,925 TOTAL CURRENT LIABILITIES 2,027,944 1,118,260 1,860,720 LONG-TERM LIABILITIES Notes & Mortgages Payable 7,163,701 4,367,113 6,931,165 TOTAL LONG-TERM LIABILITIES 7,163,701 4,367,113 6,931,165 TOTAL LIABILITIES 9,191,645 5,485,373 8,791,885 STOCKHOLDER'S EQUITY Common Stock, par value $0.50 per share; authorized - shares; 791,782 791,782 791,782 Additional Paid-In Capital 1,032,290 1,032,290 1,032,290 Retained Earnings 374,231 390,973 262,758 TOTAL STOCKHOLDERS EQUITY 2,198,303 2,215,045 2,086,830 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 11,389,948 7,700,418 10,878,715 -3- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30 3 MONTHS 3 MONTHS 9/30/98 9/30/97 REVENUES: Rooms $ 391,595 $ 249,312 Food & Beverage 75,370 62,509 Telephone 8,690 7,826 Rents 60,074 64,934 Other 25,756 7,742 TOTAL REVENUE 561,485 392,323 COSTS AND EXPENSES: Operating Departments Cost of Sales 37,749 33,062 Salaries & Wages 188,930 103,009 Other 49,450 28,936 General Admin. 34,760 15,230 Advertising 10,350 9,853 Utilities 39,851 31,646 Repair & Maintenance 20,354 15,846 Interest 113,922 49,604 Taxes & Licenses 50,296 39,607 Insurance 21,645 12,954 Deprec. & Amort. 58,413 51,955 TOTAL COST AND EXPENSE 625,720 391,702 OPERATING INCOME (64,235) 621 OTHER INCOME (EXPENSE) Interest Income 550 -0- Gain on Sale of Assets 175,158 175,708 NET INCOME (LOSS) BEFORE TAXES 111,473 621 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 111,473 621 EARNINGS PER SHARE .07 .00 DIVIDENDS PER SHARE $ -0- $ -0- -4- UPTOWNER INNS, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30 1998 1997 Cash Flow From Operating Activities: Net Income (Accrual Basis; from Statement of Income $ 111,473 $ 621 Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accts. Receivables (Increase) Decrease (97,121) (2,894) Inventories (Increase) Decrease (7,874) (1,000) Prepaid Expenses Decrease (Increase) 20,420 9,790 Accounts Payable (Decrease) Increase 57,866 6,988 Accrued Liabilities (Decrease) Increase 62,366 (11,302) Taxes Other Than Federal Income Tax Increase (Decrease) 34,492 (77,711) Deposits (Decrease) 542 -0- Depreciation and Amortization Expense 58,413 51,955 Gain on Sale of Assets (175,158) -0- NET CASH OUTFLOW FROM OPERATIONS 65,419 (23,553) Cash Flow from Investing Activities: Cash Inflows: Proceeds From Sale of Real Estate 184,523 -0- Collection of Note 2,084 -0- Cash Outflows: Paid for Operational Assets & Other (348,011) (1,262,299) NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (161,404) (1,262,299) Cash Flow from Financing Activities: Cash Outflows: Loan Proceeds 315,245 1,262,299 Payment on Notes and Mortgages (70,209) (16,287) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES 245,036 1,246,012 Net Increases (Decreases) in Cash Plus Cash Equivalents for the Three Months 149,051 (39,840) Cash Plus Cash Equivalents at July 1 90,015 245,427 Cash Plus Cash Equivalents at September 30 239,066 205,587 Cash Pd for Interest in the Three Months 87,581 48,409 Cash Pd for Income Taxes in The Three Months -0- -0- -5- UPTOWNER INNS, INC., AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1998 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, 1998. -6- UPTOWNER INNS, INC., AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SEPTEMBER 30, 1998 The quarter ending September 30, 1998 resulted in earnings per share of $.07 which was an increase over the comparable period in 1997 that resulted in an approximate break-even. Revenues were up 43% due to the opening in last August of the new facility (135 room Holiday Inn Hotel & Suites). The new hotel has a successful operation to the end of the quarter that increased Room Revenues 57%, Food and Beverage 21% and Telephone Income 11%, Other Income was up 233%. Rent Revenues declined 7% due to the sale of real estate in July . This sale created a gain of $175,158 and was the basis for the reported profit. The operating income was a loss of $64,235 compared to $621 profit in the 1997 period. While revenues increased due to the new hotel, expenses increased greatly as well. Total expenses were up 60% over 1997's first quarter. All categories were up and especially Salaries & Wages (up 83%), General & Administrative (up 128%), Interest (up 130%), Insurance (up 67%), and Other Expenses (up 71%). The overhead of the new hotel will be relatively higher, but the revenue potential is higher (approximately $80 per room per day compared to about $50 per room for the older facility). The Statement of Cash Flows reflects an increase in cash due mainly to borrowed funds. The current ratio decreased from .25 to .20 indicating a further deterioration of the liquidity of the company. The near future will not result in any significant improvement due to expected declines in revenues for the season of the year. Continued efforts to restructure debt may yield some benefit, but it would likely take many months before any significant improvements would be expected. -7- UPTOWNER INNS, INC., AND SUBSIDIARIES SIGNATURES SEPTEMBER 30, 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: January 27, 1999 By /s/ Violet Midkiff Violet Midkiff President Date: January 27, 1999 By /s/ James R. Camp James R. Camp Treasurer -8-