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, 1999 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 MARCH 31, 1999 Common Stock-$.50 par value 1,583,563 Shares -1- UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET FOR THE NINE MONTHS ENDED MARCH 31, 1999 ASSETS MARCH 31, JUNE 30, 1999 1998 1998 (Unaudited) (Unaudited) CURRENT ASSETS: Cash $ 295,070 $ 105,001 $ 90,015 Accounts & Notes Rec. 84,564 25,656 23,726 Inventories 13,082 8,088 7,362 Prepaid Expenses 28,008 32,029 51,550 TOTAL CURRENT ASSETS 420,724 170,774 172,653 INVESTMENTS & FUNDS Notes Receivable 78,394 -0- -0- TOTAL INVESTMENTS & FUNDS 78,394 -0- -0- PROPERTY, PLANT AND EQUIPMENT Land 1,480,612 1,554,112 1,554,112 Building & Improvement 10,701,839 4,989,345 4,989,345 Construction in Progress -0- 3,778,809 5,580,717 Furniture & Equipment 2,459,536 1,463,768 2,250,473 TOTAL 14,641,987 11,786,034 14,374,647 Less: Accumulated Depreciation and Amortization 3,866,327 3,761,746 3,797,872 TOTAL PROPERTY, PLANT AND EQUIPMENT 10,775,660 8,024,288 10,576,775 OTHER ASSETS: Deposits and Other 133,750 145,106 129,287 TOTAL OTHER ASSETS 133,750 145,106 129,287 TOTAL ASSETS 11,408,528 8,340,168 10,878,715 -2- UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET FOR THE NINE MONTHS ENDED MARCH 31, 1999 LIABILITIES AND STOCKHOLDERS' EQUITY MARCH 31, JUNE 30, 1999 1998 1998 (Unaudited) (Unaudited) CURRENT LIABILITIES: Accounts Payable $ 603,707 $ 637,823 $ 517,587 Accrued Liabilities 102,702 100,872 145,809 Taxes Other Than Federal Income Taxes 207,265 160,855 200,399 Current Portion of Long-Term Debt 1,031,925 286,500 996,925 TOTAL CURRENT LIABILITIES 1,945,599 1,186,050 1,860,720 LONG-TERM LIABILITIES Notes & Mortgages Payable 7,161,606 5,012,529 6,931,165 TOTAL LONG-TERM LIABILITIES 7,161,606 5,012,529 6,931,165 TOTAL LIABILITIES 9,107,205 6,198,579 8,791,885 STOCKHOLDERS' 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 477,251 317,517 262,758 TOTAL STOCKHOLDERS' EQUITY 2,301,323 2,141,589 2,086,830 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 11,408,528 8,340,168 10,878,715 -3- UPTOWNER INNS, INC. AND SUBSIDIARY CONSOLIDATED INCOME STATEMENT (UNAUDITED) FOR THE NINE MONTHS ENDED MARCH 31 THREE MONTHS ENDED NINE MONTHS ENDED 03/31/99 03/31/98 03/31/99 03/31/98 REVENUES: Rooms $ 671,299 $ 179,151 $ 1,845,271 $ 645,493 Food & Beverage 77,287 61,518 256,963 211,288 Telephone 9,257 7,082 28,471 21,685 Other 7,369 6,684 47,836 29,780 Rents 60,654 62,212 178,690 192,611 TOTAL REVENUE 825,866 316,647 2,357,231 1,100,857 COSTS AND EXPENSES: Cost of Sales 49,907 32,278 147,839 108,435 Salaries & Wages 187,925 100,464 615,386 308,492 Other 71,732 8,901 218,701 89,614 General & Administrative 73,368 21,082 143,029 49,174 Advertising 22,951 7,568 42,018 22,177 Utilities 54,277 26,480 138,305 84,968 Repair & Maintenance 21,736 21,180 62,959 51,344 Interest 178,942 52,426 495,223 150,097 Taxes & Licenses 64,082 40,877 177,578 130,967 Insurance 24,560 13,789 74,388 41,046 Deprec. & Amort. 96,623 42,003 247,868 135,780 TOTAL COST & EXPENSES 846,103 367,048 2,363,294 1,172,094 OPERATING INCOME (LOSS) (20,237) (50,401) (6,063) (71,237) OTHER INCOME: Interest Income 1,744 353 3,077 353 Gain on Sale of Assets 6,000 -0- 217,929 -0- TOTAL OTHER INCOME 7,744 353 221,006 353 NET INCOME (LOSS) BEFORE TAXES (12,493) (50,048) 214,943 (70,884) FEDERAL INCOME TAXES 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) (12,493) (50,048) 214,943 (70,884) EARNINGS PER SHARE (.01) (.03) .14 (.04) 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 1999 1998 CASH FLOW FROM OPERATING ACTIVITIES: Net Income (Accrual Basis; from Statement of Income) $ 214,493 $ (70,884) Add (Deduct) to Reconcile Net Income to Net Cash Flow: Accounts Receivable (Increase) Decrease (55,838) (453) Inventories (Increase) Decrease (5,720) (2,092) Prepaid Expenses Decrease (Increase) 23,542 19,410 Accounts Payable (Decrease) Increase 86,120 2,512 Notes Payable (Decrease) Increase (34,000) -0- Accrued Liabilities (Decrease) Increase (43,107) (2,488) Taxes Other Than Federal Income Tax Increase (Decrease) 6,866 (31,428) Increase in Deposits (4,463) -0- Depreciation and Amortization Expense 247,868 135,780 Gain on Sale of Assets (217,929) -0- NET CASH INFLOWS FROM OPERATIONS 217,832 50,357 CASH FLOW FROM INVESTING ACTIVITIES: From Decrease (Increase) of Other Assets -0- (16,896) From Collection on Notes Receivable 6,106 -0- From Purchase of Operational Assets (564,949) (2,080,533) From Sale of Operational Assets 246,625 -0- NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (312,218) (2,097,429) CASH FLOW FROM FINANCING ACTIVITIES: Issuance of Long-Term Debt 476,556 1,972,970 Payment on Notes and Mortgages (177,115) (66,324) NET CASH INFLOW (OUTFLOW) FROM FINANCING ACTIVITIES 299,441 1,906,646 Net Increases (Decreases) in Cash Plus Cash Equivalents for the Nine Months 205,055 (140,426) Cash Plus Cash Equivalents at July 1 90,015 245,427 Cash Plus Cash Equivalents at March 31 295,070 105,001 Cash Paid for Interest in the Nine Months 512,595 146,785 Cash Paid for Income Tax in the Nine Months -0- -0- -5- UPTOWNER INNS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1999 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, 1998. -6- UPTOWNER INNS, INC. AND SUBSIDIARY MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1999 The quarter ending March 31, 1999 shows very significant increases in Rooms revenues (275%) with increases in Food and Beverage revenues (26%) and Telephone (31%) due to the added revenues from the Holiday Inn Hotel & Suites which opened in late August 1998. This operation's strong revenues and above-expectations activity was the primary cause for the increase of 131%. Due to the continued under-utilization of the older facility, the company experienced an operating loss of $20,237 for the quarter. For the nine months ended March 31, 1999 the operating loss is $6,063 and the net income is $214,943. The company has sold some rental properties to use more available revenues on the motel operations and the profit resulting from the sales totals $217,929. The liquidity for March 31, 1999 improved from .14 to .22. At June 30, 1998, it measured .09. As reported in the Statement of Cash Flows, the operating activities provided net cash of $217,832 which was used to improve the liquidity for $205,055. It is due to the success of the new motel operations continuing higher than expected. However, the overall liquidity will not improve greatly in the near future due to the severe decline in revenues from the original property. Management has not made any decisions to change the use of the facility in any way and no plans are pending on any sale of that property. -7- UPTOWNER INNS, INC. AND SUBSIDIARY SIGNATURES MARCH 31, 1999 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 20, 1999 By /s/ Violet Midkiff Violet Midkiff President Date: April 20, 1999 By /s/ James R. Camp James R. Camp Treasurer -8-