SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1996; COMMISSION FILE NUMBER 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 Offices) (Zip Code)
Registrant's Telephone Number, including area code (304) 525-7741
Securities registered pursuant to Section 12 (g) of the Act:
1,583,563 shares of common stock - $0.50 par value
(Title of Class)
Indicate by check mark whether the 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 requirements for
the past 90 days.
Yes X No
The aggregate market value of the voting stock held by non-
affiliates of the registrant, as of the 30th day of June 1996, was
$612,166.
As of June 30, 1995, the close of the period covered by this
report, the registrant had 1,583,563 shares of its common capital
stock issued and outstanding. The registrant has issued no other
stock.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement to be filed by the registrant,
pursuant to Regulation 14A, is incorporated herein by reference in
Part III, Items 10 and 11.
<PAGE>
PART I
ITEM 1. BUSINESS.
(a) The registrant, Uptowner Inns, Inc., is a corporation that
was incorporated in the State of West Virginia on July 1, 1961. The
registrant owns and operates a motor hotel with a Holiday Inns
Franchise that consists of dining, banquet, and lounge facilities, and
also operates three apartment buildings, rental properties all located
in the City for Huntington, West Virginia.
A wholly owned subsidiary of the registrant, Motel and
Restaurant Supply, which was incorporated in the State of West
Virginia on July 16, 1966, has had no activity since 1981.
Neither the registrant nor any of its subsidiaries has
experienced bankruptcy, receivership or similar proceedings; has been
involved in reclassification, merger or consolidation; has acquired or,
except as hereinafter set forth, disposed of any material amount of
assets otherwise than in the ordinary course of business; or has
undertaken any material change in the mode of conducting its
business.
(b) The registrant is engaged in substantially two line of
businesses: the operation of motor hotels and related facilities;
and the operation of residential/commercial rental properties.
(c) The registrant is engaged in substantially two line of
business, to wit, the operation of motor hotels with dining and
banquet facilities, and residential/commercial rentals. The income of
the registrant from rentals exceeds ten percent of the
consolidated revenue of the registrant and its subsidiaries, which
consolidated revenue did not exceed $50,000,000. during any of the
last three fiscal years.
The hotel industry is highly competitive with the registrant
competing against numerous national hotel franchises in Huntington,
West Virginia. As the Companies' operations are generally one
business segment, its competition locally includes Radisson hotel,
Ramada Inn, Holiday Inn, Comfort Inn, and Red Roof Inn.
Seasonality directly affects this business as a result of
people not traveling or vacationing in large numbers in the late fall
and winter because of poor weather at these geographical locations.
At June 30, 1996, the registrant and its subsidiaries employ
approximately 55 employees.
(d) The registrant has no foreign operation.
<PAGE>
PART II
Item 2. Properties.
(a) The main physical property of the registrant is a 140
unit, four story motor hotel, with swimming pool, dining, banquet, and
lounge facilities, located in downtown Huntington, West Virginia, at
1415 Fourth Avenue. This property is owned in fee by the registrant
and operated with a Holiday Inn Franchise. The motor hotel is
subject to a mortgage in favor of the Twentieth Street Bank,
Huntington, West Virginia, in the original amount of $2,000,000.,
payable in monthly installments of $22,568. per month, including
interest at 10% until February 4, 2004, when the amount due must be
paid in full. The balance at June 30, 1996 is $1,435,579.
(b) The registrant owns in fee two lots, used for the over-
flow parking, across the street from its main motor hotel at 1432-34
Fourth Avenue, in Huntington, West Virginia.
(c) The registrant owns in fee an undeveloped lot acquired
for future development or parking, across an alley from its main
motor hotel at 1400 Fifth Avenue in Huntington, West Virginia.
(d) The registrant owns in fee a lot improved by a three
story brick building used as a fraternity house, across an alley from
its main motor hotel, 1434 Fifth Avenue, in Huntington, West Virginia,
acquired for rental and for future development.
(e) The registrant owns in fee two lots immediately west of
its motor hotel, 1401 Fourth Avenue, in Huntington, West Virginia,
acquired for future development and currently used for parking.
This property is subject to a first mortgage in favor of the
Twentieth Street Bank in the original amount of $2,000,000. as noted
in Item 2 (a).
(f) The registrant owns in fee and operates a 40 unit, two
story apartment building within one city block of the motor hotel, at
1340 Fourth Avenue, in Huntington, West Virginia.
(g) The registrant owns in fee a lot acquired for future
development or parking, across the street from its main motor hotel
at 1420 Fourth Avenue, in Huntington, West Virginia.
(h) The registrant owns in fee an undeveloped lot acquired
for future development or for parking, across an alley from its main
motor hotel at 1438 Fifth Avenue, in Huntington, West Virginia.
(i) The registrant owns in fee a vacant lot within one
city block of the main motor hotel at 1326 Fourth Avenue, in
Huntington, West Virginia.
<PAGE>
PART II
(j) The registrant owns in fee a lot improved by a three story
building originally used as a store and apartment, within one city
block of the main motor hotel at 1416-18 Fourth Avenue, in Huntington,
West Virginia, acquired for rental and for future development,
subject to a mortgage in favor of Betty M. Dove, in the original
amount of $76,000., 10% interest, maturing June 2002, the balance of
which was $40,100. at June 30, 1996.
(k) The registrant owns in fee two parcels within one city
block of the main motor hotel at 1436-38 Fourth Avenue and 1440-42
Fourth Avenue, in Huntington, West Virginia acquired for future
development.
(l) The registrant owns in fee a parcel of real estate on the
west side of Huntington approximately 3 miles from the main motor
hotel and at an exit for Interstate 64. This purchase was finalized
in October 1988 from an option entered into in 1983. The property is
to be operated as a rental property until it is deemed beneficial to
build and operate a decent motel in that location.
(m) The registrant purchased a parcel of real estate with a
residential building in January 1990. This property is across an
alley from the main motor hotel and was acquired for future
development and parking.
(n) The registrant purchased a parcel of real estate with a
building housing residential and commercial tenants in July 1991.
This property is across the street from its main motor hotel and
adjacent to other rental properties and parking facilities. The
property has been renovated and is now fully utilized as rental
property. The property is subject to a mortgage in favor of West
Virginia Housing Development Fund in the original amount of $500,000.,
5.5% rate of interest, maturing November 2018, the balance of which
is $474,122.
(o) On November 21, 1995, Uptowner Inns, Inc. entered into
a contract with the Huntington Urban Renewal Authority, for the
purchase of land in Huntington, West Virginia, approximately one
mile from the main motor hotel in the amount of $588,060. A good
faith deposit of $250,000. was made on the above date. The sale is
expected to be closed by October 1996. Uptowner Inns, Inc. is
committed to make agreed upon improvements to this land.
ITEM 3. LEGAL PROCEEDINGS:
A suit in which the Uptowner Inns, Inc. is a defendant has
been filed by an individual who was severely injured in an auto
accident by a patron of the lounge. Legal counsel believes that good
defenses exist in this action, and that the case will ultimately be
resolved in Uptowner Inns, Inc.'s favor. The insurance company has
denied liability in this case and legal counsel believes the risk of
loss will fall to Uptowner Inns, Inc.
There are other suits pending at June 30, 1996 in which
the Corporation is a defendant. In the opinion of management and
legal counsel, the Corporation's potential liability arising from
such cases is not reasonably determinable at this time.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS.
(a) The common stock of the registrant is traded in the over-
the-counter market. During the past two years, there has been
limited activity of common stock. These shares were traded at $.65 a
share.
(b) As of the 20th day of September 1996, the approximate
number of record holders of common stock securities of the
registrant was 1,461.
(c) The registrant has paid no dividends with respect to its
common stock during the past two years.
ITEM 6. SELECTED FINANCIAL DATA.
The following financial information of Uptowner Inns, Inc. and
Subsidiaries is for the years ended June 30, 1996, June 30, 1995,
June 30, 1994, June 30, 1993 and June 30, 1992 on a scope similar to
that set forth in the report included elsewhere in this report.
These Summaries should be read in conjunction with the financial
statements and related notes included elsewhere in this report.
<PAGE>
<TABLE>
UPTOWNER INNS, INC.
SELECTED FINANCIAL DATA
<CAPTION>
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Operating
Revenues 2,098,085 2,317,690 2,114,079 2,152,955 2,114,112
Income (Loss) from
Operations 93,835 187,670 (81,046) (67,587) (58,767)
Net Income
(Loss) 89,458 494,600 (81,046) (65,637) (59,848)
Net Income (Loss)
per share .06 .31 ( .05) ( .04) ( .04)
Weighted Average Number
of Shares 1,583,563 1,583,563 1,583,563 1,583,563 1,583,563
Cash Dividends
Per Share - - - - -
Total
Assets 5,011,385 5,119,107 4,976,461 4,732,530 4,538,590
Long-Term
Debt 2,322,279 2,527,941 2,924,973 2,376,002 2,032,224
</TABLE>
<PAGE>
<TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
<CAPTION>
REVENUES
1996 1995 1994
<S> <C> <C> <C>
Total Revenues $2,098,085. $ 2,317,690. $ 2,114,079.
Percentage Increase
(Decrease) (9.5)% 9.6% ( 1.8)%
Motor Inn Revenues 1,322,668. 1,528,981. 1,418,332.
Percentage Increase
(Decrease) (13.5)% 7.8% ( 2.3)%
Percentage of Total Revenues 63.0% 66.0% 67.1%
Food and Beverage 435,756 463,231. 449,818.
Percentage Increase
(Decrease) (5.9)% 3.0% ( 3.3)%
Rents 233,853. 226,197. 175,289.
Percentage Increase
(Decrease) 3.4% 29.0% 35.7%
</TABLE>
Motor Inn revenues decreased due to local economic conditions and
competion from other facilities. The food and beverage decrease is due
to the decreased number of guests and local competition in the food
industry. Rents increased due to a change in the personnel managing the
rental units, and improved occupancy.
<PAGE>
<TABLE>
<CAPTION>
OPERATING COST AND EXPENSES
1996 1995 1994 1993
<S> <C> <C> <C> <C>
Cost of Sales $ 362,029. $ 397,215. $ 457,974. $ 471,601.
Percentage increase
(decrease) (8.9)% (13.3)% ( 2.9)% 2.3%
Salaries 475,637. 489,763. 403,436. 440,389.
Percentage increase
(decrease) (2.9)% (21.4)% (8.4)% 4.5%
Advertising 117,833. 136,137. 139,974. 70,197.
Percentage increase
(decrease) (13.4)% (2.7)% 99.4% (89.6)%
Utilities 150,454. 142,520. 152,825. 135,385.
Percentage increase
(decrease) 5.6% (6.7)% 12.9% 3.2%
Repairs and Maint. 66,769. 95,049. 156,963. 117,398.
Percentage increase
(decrease) (29.8)% (39.4)% 33.7% 24.0%
Interest 222,742. 236,900. 202,215. 241,060.
Percentage increase
(decrease) (6.0)% 17.2% (16.1)% 7.2%
Taxes and License 197,093. 208,048. 123,811. 126,150.
Percentage increase
(decrease) (5.3)% 68.0% (1.9)% 14.5%
Insurance and Other 34,912. 45,027. 46,573. 59,514.
Percentage increase
(decrease) (22.5)% (3.3)% (21.7)% 33.6%
Total Cost
and Expenses 2,004,250. 2,130,020. 2,195,125. 2,220,542.
Percentage increase
(decrease) (5.9)% (3.0)% (1.1)% 2.1%
Costs and expenses are slightly less overall due to the
decreased revenues. However, major decreases in repairs and maintenance
and due to plans to close the motel property on completion of a new motel
which is projected to be 15 to 18 months from the balance sheet date.
Insurance has decreased due to more favorable premiums in the current year.
</TABLE>
<PAGE>
[CAPTION]
OTHER INCOME (EXPENSE)
1996 1995 1994
Gain (Loss) on sales of property,
plant and equipment $ - $ - $ -
Gain (Loss) on disposal of
subsidiary $ - 306,930. -
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE FEDERAL INCOME TAXES
1996 1995 1994
$ 93,835. $ 494,600. $( 81,046.)
INCOME TAXES
1996 1995 1994
Income taxes (benefit) $ 4,377. $ - $ -
Effective tax rate 4.7% - -
There is no tax benefit for the fiscal years 1994 and 1993 due to
the loss and the lack of any taxable income to apply this against. For
the year ended June 30, 1996, the Company utilized operating loss
carryforwards in the amount of $38,160. to offset taxable income and
incurred $4,377. in alternative minimum tax. The Company has a
carryforward loss for taxable income until the year 2008.
INCOME (LOSS)
1996 1995 1994
$ 89,458. $ 494,600. $( 81,046.)
The sale of the Parkersburg property in August 1994, with the gain
of $306,930., had an obvious impact on income, but the increase in
revenues of $203,611. and the decrease of expenses of $65,105. resulted
in a significant change in Income From Operations; however, decreased
revenues of $219,605. in 1996 and decreased costs and expenses of
$125,770. resulted in a decrease in Income From Operations of $93,835.
in 1996.
<PAGE>
[CAPTION]
LIQUIDITY AND CAPITAL RESOURCES
1996 1995
Resources available at
June 30, 1996 and 1995
Cash $ 463,998. $ 298,380.
Investments - 576,470.
The liquidity of the Company decreased in 1996 due to the
contract with Huntinton Urban Renewal authority to purchase land and
construct a new motel. Almost $500,000. has been invested as of June
30, 1996 from current cash fund.
The future liquidity will be affected by the Company's operations
and will not improve significantly under current economic conditions. It
is possible further decline will occur due to the restructuring of the
current property on completion of the new hotel, now projected for late 1997.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARIES
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by Item 10, Part III, will be set forth
in the definitive proxy statement to be filed by the registrant,
pursuant to Regulation 14A, under the captions "Election of Directors"
and "Executive Officers of the Company" and is incorporated herein
by reference.
Item 11. Executive Compensation
The information required by Item 11, Part III, will be set forth
in the definitive proxy statement to be filed by the registrant,
pursuant to Regulation 14A, under the caption "Remuneration of
Directors and Executive Officers", and is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
(a) The registrant has issued only one type of security,
namely, common capital stock. The following table sets forth certain
information as to the persons and groups who are known to the
registrant to be the beneficial owners of more than five percent of
its voting securities.
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class
Common Violet Midkiff 694,686 Direct and 43.9
922 Eleventh Street Indirect
Huntington, West Virginia
(b) The following table sets forth certain information as
to each class of equity securities of the registrant beneficially
owned by all directors and officers of the registrant as a group.
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class
Common Arthur J. Huber 30,049 Indirect 1.9
Common James R. Camp 8,371 Direct .5
Common Violet Midkiff 694,686 Direct and 43.9
Indirect
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management (Cont'd)
Title of Name and Address Amount and Nature of Percent
Class of Beneficial Owner Beneficial Ownership of Class
Common Louis Abraham 3,346 Direct .2
Common Carl Midkiff 9,020 Direct and .6
Indirect
Common Olive Hager 21,870 Direct 1.4
Common Six Officers and 767,342 Direct and 48.5
Directors as a Indirect
Group
(c) There is no arrangement, known to the registrant, the
operation of which may at a subsequent date result in a change in
control of the registrant.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARIES
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(A)(1) Financial Statements:
Uptowner Inns, Inc. and Subsidiaries
Opinion of Independent Certified Public Accountant
Consolidated Balance Sheets as of
June 30, 1996 and 1995
Consolidated Statement of Income for the
Year Ended June 30, 1996 and 1995
Consolidated Statement of Stockholders' Equity
for the Year Ended June 30, 1996 and 1995
Consolidated Statement of Cash Flows for the
Year Ended June 30, 1996 and 1995
Notes to Consolidated Financial Statements
Uptowner Inns, Inc. and Subsidiaries
Opinion of Independent Certified Public Accountant
Consolidated Balance Sheets as of June 30, 1994 and 1993
Consolidated Statement of Income for the
Years Ended June 30, 1994, 1993 and 1992
Consolidated Statement of Stockholders' Equity
for the Years Ended June 30, 1994, 1993 and 1992
Consolidated Statement of Cash Flows for the
Years Ended June 30, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
(A)(2) Schedules:
Schedule II -- Accounts Receivable from
Related Parties and Underwriters
Schedule V -- Property, Plant and Equipment
Schedule VI -- Accumulated Depreciation of
Property, Plant and Equipment
Schedule VIII -- Valuation of Qualifying Accounts
Schedule XII -- Mortgage Loans on Real Estate
All other schedules are omitted since required information
is either not applicable, not deemed material or is shown in the
respective financial statements or in the notes thereto.
(A)(3) Exhibits:
(22) Subsidiaries of Uptowner Inns, Inc.:
All other required exhibits are incorporated in the
Registration Statement Number 2-90194 of Uptowner Inns, Inc.
No reports on Form 8-K have been filed during the period
covered by this report.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARIES
ACCOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS
Schedule II
Column A Column B Column C Column D Column E Column F
Other
Balance at Changes Balance at
Beginning Increase End of
Description Period Additions Retirements (Decrease) Period
As to Uptowner Inns,
Inc. and Subsidiaries:
Year ended June 30, 1996
Receivable $ 5,931. $ - $ 5,931. $ - $ -
Year ended June 30, 1995
Receivable $ 1,382. $ 5,931. $ 1,382. $ - $ 5,931.
Year ended June 30, 1994
Receivable $ - $ 1,382. $ - $ - $ 1,382.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
Schedule V
Column A Column B Column C Column D Column E Column F
Other
Balance at Changes Balance at
Beginning Increase End of
Description Period Additions Retirements (Decrease) Period
Year Ended June 30, 1996:
Land $ 808,921. $ 279,000. $ - $ - $1,087,921.
Building and
improvements 5,322,204. - - - 5,322,204.
Furniture and
equipment 1,349,786. 55,250. - - 1,405,036.
China, glassware
and linen 37,458. - - - 37,458.
Construction in
Progress - 143,390. - - 143,390.
Totals $7,518,369. $ 477,640. $ - $ - $7,996,009.
Year Ended June 30, 1995:
Land $ 985,437. $ - $ 176,516. $ - $ 808,921.
Building and
improvements 6,462,612. - 1,092,949. (47,459.) 5,322,204.
Furniture and
equipment 1,398,888. 43,852. 140,413. 47,459. 1,349,786.
China, glassware
and linen 37,458. - - - 37,458.
Totals $8,884,395. $ 43,852. $ - $1,409,878. $7,518,369.
Year Ended June 30, 1994:
Land $ 985,437. $ - $ - $ - $ 985,437.
Building and
improvements 5,630,773. 831,839. - - 6,462,612.
Furniture and
equipment 1,379,614. 19,274. - - 1,398,888.
China, glassware
and linen 37,458. - - - 37,458.
Construction in
progress 394,483. - - (394,483) -
Totals $8,427,765. $ 851,113. $ - $ (394,483) $8,884,395.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARIES
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
Schedule VI
Column A Column B Column C Column D Column E Column F
Other
Balance at Changes Balance at
Beginning Additions Retirements Increase End of
Description Period At Cost or Sales (Decrease) Period
Year Ended June 30, 1996:
Building and
improvements $2,205,539. $ 174,740. $ - $ - $2,380,279.
Furniture and
equipment 1,165,388. 42,193. - - 1,207,581.
China, glassware
and linen 22,846. - - - 22,846.
Totals $3,393,773. $ 216,933. $ - $ - $3,610,706.
Year Ended June 30, 1995:
Building and
improvements $2,978,072. $ 31,062. $ 803,595. $ - $2,205,539.
Furniture and
equipment 1,159,656. 146,145. 140,413. - 1,165,388.
China, glassware
and linen 22,846. - - - 22,846.
Totals $4,160,574. $ 177,207. $ 944,008. $ - $3,393,773.
Year Ended June 30, 1994:
Building and
improvements $2,640,418. $ 337,654. $ - $ - $2,978,072.
Furniture and
equipment 1,229,365. - 69,709. - 1,159,656.
China, glassware
and linen 22,846. - - - 22,846.
Totals $3,892,629. $ 337,654. $ 69,709. $ - $4,160,574.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Schedule VIII
Column A Column B Column C Column D Column E Column F
(1) Additions (2)
Balance at Charged to Charged to Deductions Balance at
Beginning Profit and Other From End of
Description Period Loss Accounts Reserves Period
As to Uptowner Inns, Inc.:
Year ended June 30, 1996:
Reserve for doubtful
accounts $ 3,000. $ - $ - $ - $ 3,000.
Year ended June 30, 1995:
Reserve for doubtful
accounts $ 3,000. $ - $ - $ - $ 3,000.
Year ended June 30, 1994:
Reserve for doubtful
accounts $ 3,000. $ - $ - $ - $ 3,000.
As to Uptowner Inns, Inc.
and Subsidiaries:
Year ended June 30, 1996:
Reserve for doubtful
accounts $ 3,000. $ - $ - $ - $ 3,000.
Year ended June 30, 1995:
Reserve for doubtful
accounts $ 3,000. $ - $ - $ - $ 3,000.
Year ended June 30, 1994:
Reserve for doubtful
accounts $ 3,000. $ - $ - $ - $ 3,000.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARIES
NOTES PAYABLE
Schedule XII
<PAGE>
1996 1995
10% mortgage note due a financial
institution, secured by a deed of
trust, payable at $733. per month,
including interest, until June 2002 $40,100. $44,546.
2% note due City of Huntington,
secured by a second deed of trust,
payable at $2,024. per month,
including interest, until January 2008 250,881. 269,939.
10% note due a financial
institution, secured by a
deed of trust, payable at
$22,568. per month including
interest, until February
2004 1,435,579. 1,554,279.
Deferred payment note due the
City of Huntington, secured by
a deed of trust on rental property,
payable in full during first five
years if property is sold,
20% forgiveness per year
in sixth through tenth
years, dated September 1989 36,000. 45,000.
7.5% mortgage note,
unsecured, payable at $218.
per month, including
interest, until January 1995 22,182. 23,260.
Prime plus 1% installment
note due a financial
institution, secured by
second deed of trust, payable
at $1,213. per month, including
interest, until September
2002 70,278. 78,195.
Prime plus 2% installment
note due a financial
institution, secured by
equipment, payable at $586.
per month, including interest,
until February 1997 5,106. 11,224.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARIES
NOTES PAYABLE
Schedule XII
1996 1995
5.5% mortgage note due to
the West Virginia Housing
Development Fund, secured
by a deed of trust, payable
at $3,070. per month,
including interest, until
November 2018 474,122. 484,577.
Prime plus 1% installment
note due a financial
institution, secured by a
deed of trust, payable at
$2,902. per month, including
interest, until February
1999 218,147. 231,057.
10% note due an individual,
interest payable annually,
due December 1993 8,000. 8,000.
10% note due an individual
interest payable annually,
due December 1993 39,810. 39,810.
2,600,204. 2,789,887.
Less current portion 277,925. 261,946.
$ 2,322,279. $ 2,527,941.<PAGE>
<PAGE>
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARIES
Exhibit 22 - Subsidiaries of Uptowner Inns, Inc.
* Motel & Restaurant Supply
100% Owned Subsidiary
Incorporated in the State of West Virginia
* Represents a Corporation which had
no activity during
fiscal year June 30, 1996 or 1995
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant) UPTOWNER INNS, INC.
By: Violet Midkiff
Violet Midkiff, President
November 1996
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated.
By: Arthur Huber
Arthur Huber, Vice President
November 1996
By: James R. Camp
James R. Camp, Treasurer and Director
November 1996
By: Olive Hager
Olive Hager, Secretary and Director
November 1996
By: Carl E. Midkiff
Carl E. Midkiff, Director
November 1996
By: Louis Abraham
Louis Abraham, Director
November 1996
<PAGE>
AUDIT REPORT
OF
UPTOWNER INNS, INC. AND SUBSIDIARIES
FOR THE YEAR ENDED JUNE 30, 1996 AND 1995
SEPTEMBER 05, 1996
<PAGE>
SOMERVILLE & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
Board of Directors
Uptowner Inns, Inc. and Subsidiary
Huntington, West Virginia
We have audited the accompanying consolidated balance sheet of
Uptowner Inns, Inc. and Subsidiary as of June 30, 1996 and June 30, 1995,
and the related consolidated statements of income, stockholders' equity
and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also included
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Uptowner Inns, Inc. and Subsidiary as of June
30, 1996 and June 30, 1995, and the consolidated results of its
operations and cash flows for the year then ended in conformity
with generally accepted accounting principles.
SOMERVILLE & COMPANY
September 5, 1996
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
June 30, 1996 and 1995
<TABLE>
<CAPTION>
ASSETS
1996 1995
Current Assets:
<S> <C> <C>
Cash $ 463,998. $ 298,380.
Investments - 576,470.
Accounts receivable (less
allowance for doubtful
accounts of $3,000.
in 1996 and 1995) 54,656. 79,702.
Receivable - stockholders - 5,931.
Receivable - other - 430.
Inventories 9,226. 10,703.
Prepaid expenses 28,398. 18,710.
Total current assets $ 556,278. 990,326.
Property, Plant and Equipment:
Land 1,087,921. 808,921.
Buildings and improvements 5,322,204. 5,322,204.
Furniture and equipment 1,442,494. 1,387,244.
Construction in Progress 143,390. -
7,996,009. 7,518,369.
Less accumulated depreciation
and amortization 3,610,706. 3,393,773.
Property, plant and
equipment - net 4,385,303. 4,124,596.
Other Assets:
Deposits and other 69,804. 4,185.
Total Other Assets: 69,804. 4,185.
$ 5,011,385. $ 5,119,107.
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
June 30, 1996 and 1995
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
1996 1995
Current Liabilities:
<S> <C> <C>
Accounts payable $ 71,182. $ 32,592.
Accrued liabilities 94,041. 89,634.
Taxes other than
Federal income tax 107,742. 158,236.
Current portion of long-term debt 277,925. 261,946.
Total current liabilities $ 550,890. $ 542,408.
Long-Term Debt:
Notes payable 2,322,279. 2,527,941.
Total liabilities 2,873,169. 3,070,349.
Stockholders' Equity:
Common stock - $.50 par value;
authorized - 5,000,000 shares
issued - 1,583,563 shares 791,782. 791,782.
Additional paid - in capital 1,032,290. 1,032,290.
Retained earnings 314,144. 224,686.
Total stockholders' equity 2,138,216. 2,048,758.
Total Liabilities and Equity: $ 5,011,385. $ 5,119,107.
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
For the years ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Revenues:
Rooms $ 1,322,668. $ 1,528,981.
Food and beverage 435,756. 463,231.
Telephone 31,676. 47,118.
Rent 233,853. 226,197.
Other 74,132. 52,163.
Total operating revenues $ 2,098,085. $ 2,317,690.
Costs and Expenses:
Operating departments:
Cost of sales 241,148. 236,210.
Salaries 475,637. 489,763.
Other 120,881. 161,005.
General and administrative 159,848. 202,154.
Advertising 117,833. 136,137.
Utilities 150,454. 142,520.
Repairs and maintenance 66,769. 95,049.
Interest 222,742. 236,900.
Taxes and licenses 197,093. 208,048.
Insurance and other 34,912. 45,027.
Depreciation and amortization 216,933. 177,207.
Total costs and expenses 2,004,250. 2,130,020.
Operating income (loss) 93,835. 187,670.
Other Income (Expense):
Gain on disposal of subsidiary - 306,930.
Income before Federal
Income Taxes 93,835. 494,600.
Federal Income Taxes:
Current 4,377. -
Deferred - -
Net Income (Loss) $ 89,458. $ 494,600.
Net Income per Share $ .06 $ .31
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the years ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
Additional Retained
Common Paid-In Earnings
Stock Capital (Deficit) Total
<S> <C> <C> <C> <C>
Balance -
June 30, 1994 $ 791,782. $ 1,032,290. $( 269,914.) $ 1,554,158.
Net Income - - 494,600. 494,600.
Balance -
June 30, 1995 $ 791,782. $ 1,032,290. $ 224,686. $ 2,048,758.
Net Income - - 89,458. 89,458.
Balance -
June 30, 1996 $ 791,782. $ 1,032,290. $ 314,144. $ 2,138,216.
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1996 1995
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 89,458. $ 494,600.
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization $ 216,933. $ 177,207.
Debt forgiveness ( 9,000.) -
(Gain) loss on disposal of subsidiary - ( 306,930.)
(Increase) decrease in other assets ( 65,619.) 37,072..
(Increase) decrease in current assets:
Accounts receivable 25,046. ( 28,910.)
Receivable - stockholders 5,931. ( 4,549.)
Receivable - other 430. ( 280.)
Inventories 1,477. 7,903.
Prepaid expenses ( 9,688.) 2,544.
Increase (decrease) in current liabilities:
Accounts payable 38,590. 20,105.
Accrued liabilities 4,407. ( 55.)
Taxes other than Federal
income taxes ( 50,494.) ( 22,217.)
Total adjustments 158,013. ( 118,110.)
Net Cash Provided By
Operating Activities 247,471. 376,490.
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
1996 1995
<S> <C> <C>
Cash Flows From Investing Activities:
Purchase of investments $ - $( 576,470.)
Proceeds from sale of investments 576,470. -
Proceeds from sale of fixed assets - 750,000.
Capital expenditures ( 477,641.) ( 21,053.)
Net cash provided
by investing activities $ 98,829. $ 152,477.
Cash Flows From Financing Activities:
Principal payments of long-term debt ( 180,682.) ( 349,786.)
Net Increase
in Cash and Cash Equivalents 165,618. 179,181.
Cash and Cash Equivalents
at Beginning of Year 298,380. 119,199.
Cash and Cash Equivalents
at End of Year $ 463,998. $ 298,380.
</TABLE>
Supplemental Disclosure of Cash Flow Information:
<TABLE>
<CAPTION>
Cash Paid During the Year for:
<S> <C> <C>
Interest $ 218,827. $ 232,323.
Income taxes 4,377. -
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of significant accounting policies:
A. Principles of consolidation:
The consolidated financial statements include the
accounts of Uptowner Inns, Inc. and its Subsidiary after
elimination of all material intercompany balances and
transactions.
B. Dominant Industry:
The Company and its Subsidiary operate a motor inn in
West Virginia which constitute the majority of operations of
the Company. Information about revenues, profitability, and
identifiable assets of these domestic operations is presented
in the basic financial statements.
C. Inventories:
Inventories are stated at the lower of cost or market on
the first-in, first-out method.
D. Property, plant and equipment:
Property, plant and equipment are stated at cost with
depreciation being provided on the straight-line method over
the estimated useful lives of the assets as follows:
Buildings and improvements 10 - 40 years
Furniture and equipment 2 - 10 years
Repairs, maintenance and renewals are charged to
operations as incurred, and expenditures for significant
betterments and renewals are capitalized.
The cost of fixed assets retired or sold, together with
the related accumulated depreciation, are removed from the
accounts and the resulting gain or loss is included in net
earnings.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of significant accounting policies (Cont'd):
E. Investments:
The Company's investments in debt securities, which
typically mature in one year or less, are held to maturity and
valued at amortized cost, which approximates fair value.
F. Income taxes:
The income taxes are provided for the tax effects of the
transactions reported in the financial statements and consist
of taxes currently due plus deferred taxes related primarily
to different methods of depreciation for book and tax
purposes and net operating loss carryovers. The deferred tax
assets and liabilities represent the future tax return
consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are
recovered or settled.
G. Per share computations:
Income per share computations are based on the weighted
average number of common shares outstanding during the year.
The average number of shares outstanding was 1,583,563 for
1996, 1995 and 1994.
H. Cash and cash equivalents:
For purposes of the statement of cash flows, cash
equivalents include time deposits, certificates of deposit, and
all highly liquid debt instruments with original maturities of
three months or less, of which the Company had none.
I. Use of estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Disposal of subsidiary:
On August 31, 1994, the Company sold all the assets of
Uptowner Inns of Parkersburg, its wholly owned subsidiary for
cash of $750,000. The transaction resulted in a gain of
$306,930., which has been included in operations in the
year ended June 30, 1995.
Following is a summary of net assets and results of
operations of Uptowner Inns of Parkersburg as of June 30, 1995
and for the year then ended.
<TABLE>
<S> <C>
Cash $ -
Prepaid expenses -
Property, plant and equipment -
Other assets -
Total assets -
Accounts payable -
Due parent company -
Other current liabilities -
Total liabilities -
Net assets (liabilities) $ -
For the Year
Ended
June 30, 1995
Operating revenues $ -
Costs and expenses 35,527.
Net Income from operations ( 35,527.)
Other income 572,710.
Gain on disposal 306,930.
Net Income (Loss) $ 844,113.
</TABLE>
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Investments:
A summary of investment securities classified as held to
maturity as of June 30, 1995 is as follows:
1996 1995
Fair Amortized Fair Amortized
Value Cost Value Cost
U.S. Treasury Bills
(maturing within
one year) $ - $ - $ 576,470. $ 576,470.
4. Long-term debt:
The long-term indebtedness of the Company at June 30,
1996 and 1995, were as follows:
1996 1995
10% mortgage note due a
financial institution,
secured by a deed of trust,
payable at $733. per month,
including interest, until
June 2002<PAGE>
$ 40,100. $ 44,546.
2% note due City of
Huntington, secured by a
second deed of trust,
payable at $2,024. per
month, including interest,
until January 2008<PAGE>
250,881. 269,939.
10% note due a financial institution,
secured by a deed of trust, payable at
$22,568. per month including interest,
until February 2004<PAGE>
1,435,579. 1,554,279.
Deferred payment note due
the City of Huntington,
secured by a deed of trust
on rental property, payable
in full during first five
years if property is sold,
20% forgiveness per year
in sixth through tenth
years, dated September 1989<PAGE>
36,000. 45,000.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Long-term debt (Cont'd):
1996 1995
7.5% mortgage note, unsecured,
payable at $218. per
month, including interest,
until January 1995<PAGE>
$ 22,182. $ 23,260.
Prime plus 1% installment note due a
financial institution, secured by
second deed of trust, payable
at $1,213. per month, including
interest, until September 2002<PAGE>
70,278. 78,195.
Prime plus 2% installment note
due a financial institution, secured
by equipment, payable at $586.
per month, including
interest, until February
1997<PAGE>
5,106. 11,224.
5.5% mortgage note due to
the West Virginia Housing
Development Fund, secured
by a deed of trust, payable
at $3,070. per month,
including interest, until
November 2018<PAGE>
474,122. 484,577.
Prime plus 1% installment note
due a financial institution,
secured by a deed of trust,
payable at $2,902. per month,
including interest, until
February 1999<PAGE>
218,146. 231,057.
2,552,394. 2,742,077.
Less current portion 230,115. 214,136.
$2,322,279. $2,527,941.
Maturities of long-term debt, including debt to stockholders, range
from 1996 to 2008 and principal payment requirements during the
next five years ending June 30, are as follows:
<TABLE>
<S> <C> <C>
1997 $ 277,925.
1998 220,531.
1999 407,710.
2000 241,233.
2001 262,999.
Thereafter 1,189,807.
$ 2,600,205.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Related party transactions:
During October 1988, the Company purchased property from a
related entity for the sum of $528,659. Two notes existing at the
time of purchase are being paid by the Company. One loan was
refinanced to a nonstockholder in 1989. In addition, notes were
executed for the balance of the purchase price. These loans at
June 30, 1996 and 1995 were:
1996 1995
10% note due an individual,
interest payable annually,
due December 1993 $ 8,000. $ 8,000.
10% note due an individual,
interest payable annually,
due December 1993 39,810. 39,810.
47,810. 47,810.
Less current portion 47,810. 47,810.
$ - $ -
The Company and its subsidiary have entered into transactions
with various entities controlled and related to one of the Company's
shareholders. Following is a summary of transactions with these
entities as of and for the year ended June 30, 1996:
Purchases from related companies $ 39,018.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Federal income taxes:
A reconciliation of income tax at the statutory rates to the
Company's effective rate for the years ended June 30, 1996 and
1995 is as follows:
</TABLE>
<TABLE>
<CAPTION>
1996 1995
% of % of
Pre- Pre-
Tax Tax
Amount Income Amount Income
<S> <C> <C> <C> <C>
Income tax provision
at statutory rate $ 31,904. 34.0 $ 168,164. 34.0
Increases (reductions):
Gain on disposal - - 20,228. 4.1
Depreciation difference ( 19,449.) (20.7) ( 26,738.) ( 5.4)
Other 519. .5 3,477. .7
Alternative minimum tax ( 12,974.) (13.8) - -
Utilization of operating
loss carryforward ( 12,974.) (13.8) ( 165,131.) (33.4)
Actual provision
and effective rate $ 4,377. 4.7% $ - -
</TABLE>
The Company has available at June 30, 1996, unused operating
loss carryforwards that may be applied against future taxable
income and that expire as follows:
<TABLE>
<CAPTION>
Unused
Operating
Loss
Expiration Date Carryforwards
<S> <C>
June 30, 2001 $ 32,487.
June 30, 2002 433,830.
June 30, 2003 245,295.
June 30, 2004 128,142.
June 30, 2005 147,900.
June 30, 2006 78,505.
June 30, 2007 18,147.
June 30, 2008 70,932.
$ 1,155,238.
</TABLE>
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Federal Income taxes (Cont'd):
Amounts for deferred tax assets are as follows:
Deferred tax assets as of June 30, 1996 and 1995 are as follows:
<TABLE>
1996 1995
<S> <C> <C>
Deferred tax asset $ 83,885. $ 117,746.
Valuation allowance 83,885. 117,746.
$ - $ -
</TABLE>
7. Parent Company information:
Following is the selected information for Uptowner Inns, Inc.,
Parent Company only, as of June 30, 1996 and 1995 and the
year then ended:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Operating revenues $ 2,094,543. $ 2,317,690.
Income from operations 93,835. 158,487.
Net income (loss) 89,458. ( 349,513.)
Current assets 621,852. 990,326.
Total assets 5,019,959. 5,127,107.
Current liabilities 550,890. 542,408.
Total liabilities 2,873,169. 3,070,349.
</TABLE>
8. Contingencies:
A suit in which the Uptowner Inns, Inc. is a defendant has
been filed by an individual who was severely injured in an auto
accident by a patron of the lounge. Legal counsel believes that
good defenses exist in this action, and that the case will
ultimately be resolved in Uptowner Inns, Inc.'s favor. The
insurance company has denied liability in this case and legal
counsel believes the risk of loss will fall to Uptowner Inns, Inc.
There are other suits pending at June 30, 1996 in which the
Corporation is a defendant. In the opinion of management and legal
counsel, the Corporation's potential liability arising from such
cases is not reasonably determinable at this time.
<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. Commitments:
The Company has entered into a maintenance agreement
expiring in May 1999.
Minimum future payments under the non-cancelable agreement
for each of the next five years and in the aggregate are:
<TABLE>
<CAPTION>
Year Ended Amount
<S> <C>
1997 $ 1,653.
1998 1,653.
1999 1,515.
2000 -
2001 -
Total minimum future payments $ 4,821.
</TABLE>
On November 21, 1995, Uptowner Inns, Inc. entered into a
contract with the Huntington Urban Renewal Authority, Huntington,
West Virginia, for the purchase of land in the amount of $588,060.
A good faith deposit of $250,000. was made on the above date. The
sale is expected to be closed by October 1996. Uptowner Inns, Inc.
is committed to make agreed upon improvements to this land.
10. Credit risk:
The Company maintains cash balances at several banks.
Accounts at the institution are insured by the Federal Deposit
Insurance Corporation up to $100,000.
11. Reclassification:
Certain reclassifications have been made to prior year
financial statements to present them in conformity with the
current year.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 463,998
<SECURITIES> 0
<RECEIVABLES> 56,656
<ALLOWANCES> 0
<INVENTORY> 9,226
<CURRENT-ASSETS> 556,278
<PP&E> 7,996,009
<DEPRECIATION> 3,610,706
<TOTAL-ASSETS> 5,011,385
<CURRENT-LIABILITIES> 550,890
<BONDS> 0
0
0
<COMMON> 791,782
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,011,385
<SALES> 435,756
<TOTAL-REVENUES> 2,098,085
<CGS> 241,148
<TOTAL-COSTS> 2,004,250
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 222,742
<INCOME-PRETAX> 93,835
<INCOME-TAX> 4,377
<INCOME-CONTINUING> 93,835
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 93,835
<EPS-PRIMARY> .06
<EPS-DILUTED> 0
</TABLE>
