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
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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)
<TABLE>
<S> <C> <C> <C>
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
</TABLE>
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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)
<TABLE>
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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
</TABLE>
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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
<TABLE>
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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-
</TABLE>
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<PAGE>
UPTOWNER INNS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31
1999 1998
<TABLE>
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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-
</TABLE>
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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.
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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.
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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
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> MAR-31-1999
<CASH> 295,070
<SECURITIES> 0
<RECEIVABLES> 84,564
<ALLOWANCES> 0
<INVENTORY> 13,082
<CURRENT-ASSETS> 420,724
<PP&E> 14,641,987
<DEPRECIATION> 3,866,327
<TOTAL-ASSETS> 11,408,528
<CURRENT-LIABILITIES> 1,945,599
<BONDS> 0
0
0
<COMMON> 791,782
<OTHER-SE> 1,032,290
<TOTAL-LIABILITY-AND-EQUITY> 11,408,528
<SALES> 77,287
<TOTAL-REVENUES> 825,866
<CGS> 49,907
<TOTAL-COSTS> 846,103
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 178,942
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (20,237)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,493)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
