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OMB APPROVAL
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OMB NUMBER: 3235-0058
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EXPIRES: JANUARY 31, 2005
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ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE . . . 2.50
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
COMMISSION FILE NO. 0-1957
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: JUNE 30, 2003 [ ] Transition Report on Form 10-K [ ] Transition Report on
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Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]
Transition Report on Form N-SAR For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
UPTOWNER INNS, INC.
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Full Name of Registrant
NOT APPLICABLE
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Former Name if Applicable
1415 4TH AVENUE
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Address of Principal Executive Office (Street and Number)
HUNTINGTON, WEST VIRGINIA
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
THE COMPANY WAS UNABLE TO FORWARD IN A TIMELY FASHION THE FORM 10-K TO THE
FINANCIAL PRINTER FOR EDGARIZING DUE TO THE DISCOVERY AT THE LAST MINUTE OF AN
INACCURACY OF THE STOCKHOLDERS' EQUITY PORTION OF THE BALANCE SHEET WHICH
REQUIRED REVISION OF THE COMPANY'S FINANCIAL STATEMENTS.
IN FISCAL YEAR ENDED JUNE 30, 2003, THE COMPANY RECEIVED 64,719 SHARES OF ITS
OWN STOCK AS A RESULT OF THE LIQUIDATION OF A RELATED PARTNERSHIP IN WHICH IT
OWNED A 24.5% INTEREST IN. THE COMPANY'S BASIS IN THE RELATED PARTNERSHIP WAS
$25,891. AS SUCH, NONMARKETABLE SECURITIES WERE REDUCED AND TREASURY STOCK WAS
INCREASED BY $25,891.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
ELIZABETH LORD (304) 340-1390
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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2003 2002
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Operating Revenues $ 3,148,792 $ 3,311,361
Income From Operations 350,221 (28,760)
Net Income (Loss) 139,937 (465,518)
Net Income (Loss) Per Share .09 (.30)
Weighted Average Number of
Shares
Total Assets 1,529,405 1,580,069
Long-Term Debt 8,835,635 11,129,073
6,453,549 8,542,621
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THE DECREASE IN OPERATING REVENUES IN 2003 IS DUE LARGELY TO THE CLOSING OF THE
UPTOWNER INN FACILITY IN JANUARY 2002. THE INCOME FROM OPERATIONS DECREASED IN
2002 AND INCREASED IN 2003. THE DECREASE IN COSTS AND EXPENSES IN 2002 AND 2003
DID NOT DECREASE IN RELATION TO THE DECREASE IN REVENUES IN 2002, AS NOTED
ABOVE. THE COMPANY CEASED DOING BUSINESS, BUT MANY EXPENSES CONTINUED SEVERAL
MONTHS LATER AS PART OF THE PROCESS OF CLOSING DOWN. THE DECISION WAS MADE TO
CLOSE DOWN THE UPTOWNER INN FACILITY DUE TO THE CASH DRAIN FOR THE LAST SEVERAL
YEARS.
DURING THE FISCAL YEAR ENDED JUNE 30, 2002, THE COMPANY INITIATED A PLAN TO
DISPOSE OF THE UPTOWNER INN HOTEL. THE SALE OF THE HOTEL CLOSED JULY 3, 2002. IN
CONNECTION THEREWITH, THE COMPANY DETERMINED THAT THE CARRYING VALUE OF THE
HOTEL EXCEEDED ITS FAIR VALUE. ACCORDINGLY, AN IMPAIRMENT LOSS OF $336,075 IS
REPORTED IN OTHER EXPENSES, WHICH REPRESENTS THE EXCESS OF THE CARRYING VALUE OF
$2,106,148 OVER THE FAIR VALUE OF $1,770,073 AND HAS BEEN CHARGED TO OPERATIONS
IN THE FOURTH QUARTER OF THE FISCAL YEAR ENDED JUNE 30, 2002. THE FAIR VALUE IS
BASED ON THE ACTUAL SALES PRICE. AN INCOME TAX BENEFIT OF $132,098 WAS
RECOGNIZED IN FISCAL YEAR ENDED JUNE 30, 2002, AS A RESULT OF RECORDING A NET
DEFERRED TAX ASSET. THE INCREASE IN NET INCOME IN 2003 IS DUE TO THE NET EFFECT
OF PROPERTY SALES, THE IMPAIRMENT LOSS ON THE KINETIC PARK PROJECT, AND THE
INCREASED REVENUE GENERATED BY THE HOLIDAY INN HOTEL AND SUITES.
THE DECREASE IN LONG-TERM DEBT IN 2003 IS THE RESULT OF THE SALE OF RENTAL
PROPERTIES AND THE SALE OF THE UPTOWNER INN FACILITY, AND THE RETIREMENT OF THE
RELATED DEBT.
CURRENT ASSETS DECREASED IN 2003 DUE TO LISTING THE UPTOWNER INN HOTEL AS
PROPERTY HELD FOR SALE IN 2002. THE HOTEL SOLD ON JULY 3, 2002, THUS REDUCING
THE CURRENT ASSETS. ALSO, TOTAL ASSETS HAVE DECREASED IN 2003 DUE TO THE SALE OF
RENTAL PROPERTIES AND THE UPTOWNER INN FACILITY. THE DECREASE IN TOTAL
LIABILITIES IN 2003 IS THE RESULT OF THE DEBT RETIREMENT RELATED TO THE SALE OF
RENTAL PROPERTIES AND THE UPTOWNER INNS FACILITY. ALSO, SEE PART III ABOVE.
UPTOWNER INNS, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date SEPTEMBER 30, 2003 By /S/ CARL E. MIDKIFF
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Carl E. Midkiff