UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Period ended March 31, 2004
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                           to

Commission file no. 1-14537

Lodgian, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-2093696
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3445 Peachtree Road, N.E., Suite 700, Atlanta, GA	30326
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(404) 364-9400

      (Former name, former address and former fiscal year, if changed since last report): Not applicable

      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 þ          No o

      Indicate by check mark whether the registrant is an accelerated filer as defined by section 12-b-2 of the Act.     Yes o          No þ

      Indicate by check mark whether the registrant has filed all documents and reports required to be filed by sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes þ          No o

      Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Class	Outstanding as of June 25, 2004
Common	24,531,155

EXPLANATORY NOTE

     Lodgian, Inc. is filing this Amendment No. 1 to Form 10-Q to amend its quarterly report on Form 10-Q for the quarter ended March 31, 2004 to revise Part I, Item 1 (Lodgian, Inc. Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements), to correct certain errors created by incorrect formatting in a table in Note 8 to the Condensed Consolidated Financial Statements. This Form 10-Q/A makes no changes, other than as noted above, except to include updated officer certifications as Exhibits 31.1, 31.2 and 32. This Amendment does not modify or update the disclosures contained in the Form 10-Q in any other respect.

LODGIAN, INC. AND SUBSIDIARIES

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003 (unaudited)		2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and March 31, 2003 (unaudited)		3
	Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2004 (unaudited)		4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and March 31, 2003 (unaudited)		5
	Notes to Condensed Consolidated Financial Statements (unaudited)		6
PART II. OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K		19
Signatures			20
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32 SECTION 906 CERTIFICATION OF THE CEO AND CFO

1

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

LODGIAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

			March 31, 2004			December 31, 2003
			(Unaudited in thousands,
			except share data)
ASSETS
Current assets:
	Cash and cash equivalents		$	12,662		$	10,897
	Cash, restricted			7,447			7,084
	Accounts receivable (net of allowances: 2004 — $730; 2003 — $689)			11,483			8,169
	Inventories			5,666			5,609
	Prepaid expenses and other current assets			16,670			17,068
	Assets held for sale			55,788			68,567
		Total current assets		109,716			117,394
Property and equipment, net				561,461			563,818
Deposits for capital expenditures				13,577			15,782
Other assets, net				11,039			12,180
			$	695,793		$	709,174
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	7,456		$	7,131
	Other accrued liabilities			32,401			31,432
	Advance deposits			3,133			1,882
	Current portion of long-term debt			18,971			16,563
	Liabilities related to assets held for sale			47,340			57,948
		Total current liabilities		109,301			114,956
Long-term debt:
	12.25% Cumulative preferred shares subject to mandatory redemption			146,462			142,177
	Long-term obligations			404,044			409,115
		Total long-term debt		550,506			551,292
		Total liabilities		659,807			666,248
Minority interests				2,467			2,320
Commitments and contingencies
Stockholders’ equity:
	Common stock, $.01 par value, 30,000,000 shares authorized; 2,333,832 and 2,333,591 issued and outstanding at March 31, 2004 and December 31, 2003, respectively			23			23
	Additional paid-in capital			89,878			89,874
	Unearned stock compensation			(458	)		(508	)
	Accumulated deficit			(57,193	)		(50,107	)
	Accumulated other comprehensive income			1,269			1,324
		Total stockholders’ equity		33,519			40,606
			$	695,793		$	709,174

See notes to condensed consolidated financial statements.

2

LODGIAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

			Three Months Ended
			March 31, 2004			March 31, 2003
			(Unaudited in thousands, except
			per share data)
Revenues:
	Rooms		$	57,563		$	53,914
	Food and beverage			16,488			16,607
	Other			2,754			2,858
				76,805			73,379
Operating expenses:
	Direct:
		Rooms		16,018			15,363
		Food and beverage		11,534			11,734
		Other		1,972			1,938
				29,524			29,035
				47,281			44,344
Other operating expenses:
	General, administrative and other			34,236			35,106
	Depreciation and amortization			6,805			7,422
		Other operating expenses		41,041			42,528
				6,240			1,816
Other income (expenses):
	Interest income and other			43			83
	Interest expense:
		Preferred stock dividend		(4,285	)		—
		Other interest expense (contractual interest: $8.2 million and $6.8 million for the three months ended March 31, 2004 and 2003, respectively)		(8,159	)		(6,279	)
Loss before income taxes, reorganization items and minority interests				(6,161	)		(4,380	)
Reorganization items				—			(1,237	)
Loss before income taxes and minority interest				(6,161	)		(5,617	)
Minority interests				(147	)		(148	)
Loss before income taxes — continuing operations				(6,308	)		(5,765	)
Provision for income taxes — continuing operations				(76	)		(76	)
Loss — continuing operations				(6,384	)		(5,841	)
Discontinued operations:
	Loss from discontinued operations before income taxes			(702	)		(3,243	)
	Income tax provision			—			—
	Loss from discontinued operations			(702	)		(3,243	)
Net loss				(7,086	)		(9,084	)
Preferred stock dividend				—			(3,776	)
Net loss attributable to common stock			$	(7,086	)	$	(12,860	)
Basic and diluted loss per common share:
	Net loss attributable to common stock		$	(3.04	)	$	(5.51	)

See notes to condensed consolidated financial statements.

3

LODGIAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

														Accumulated
		Common Stock				Additional		Unearned						Other			Total
						Paid-in		Stock			Accumulated			Comprehensive			Stockholders’
		Shares		Amount		Capital		Compensation			Deficit			Loss (Net of Tax)			Equity
		(In thousands, except share data)
Balance December 31, 2003			2,333,591	$	23	$	89,874	$	(508	)	$	(50,107	)	$	1,324		$	40,606
Amortization of unearned stock compensation			—		—		—		50			—			—			50
Exercise of stock options			241		—		4		—			—			—			4
Comprehensive loss:
	Net loss		—		—		—		—			(7,086	)		—			(7,086	)
	Currency translation adjustments (related taxes estimated at nil)		—		—		—		—			—			(55	)		(55	)
Total comprehensive loss					—		—		—			—			—			(7,141	)
Balance March 31, 2004			2,333,832	$	23	$	89,878	$	(458	)	$	(57,193	)	$	1,269		$	33,519

The comprehensive loss for the three months ended March 31, 2003 was $8.7 million.

See notes to condensed consolidated financial statements.

4

LODGIAN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

				Three Months Ended
				March 31,			March 31,
				2004			2003
				(Unaudited in
				thousands)
Operating activities:
	Net loss			$	(7,086	)	$	(9,084	)
	Less: loss from discontinued operations				702			3,243
	Loss — continuing operations				(6,384	)		(5,841	)
	Adjustments to reconcile loss from continuing operations to net cash provided by operating activities:
		Depreciation and amortization			6,805			7,422
		Amortization of unearned stock compensation			50			—
		Preferred stock dividends			4,285			—
		Minority interests			147			148
		Write-off and amortization of deferred financing costs			1,457			594
		Other			209			184
		Changes in operating assets and liabilities:
			Accounts receivable, net of allowances		(3,314	)		(2,275	)
			Inventories		(57	)		20
			Prepaid expenses, other assets and restricted cash		422			10,833
			Accounts payable		594			(55	)
			Other accrued liabilities		2,894			(3,508	)
			Advance deposits		1,251			1,062
Net cash provided by operating activities from continuing operations					8,359			8,584
Net cash used in operating activities from discontinued operations					(2,246	)		(2,269	)
Net cash provided by operating activities					6,113			6,315
Investing activities:
	Capital improvements				(5,001	)		(10,309	)
	Net proceeds from disposition of discontinued operations				13,983			—
	Withdrawals of deposits for capital expenditures				2,205			6,176
	Other				(42	)		(357	)
Net cash provided by (used in) investing activities					11,145			(4,490	)
Financing activities:
	Proceeds from exercise of stock options				4			—
	Principal payments on long-term debt				(14,936	)		(2,396	)
	Payments of deferred financing costs				(561	)		(352	)
Net cash used in financing activities					(15,493	)		(2,748	)
Effect of exchange rate changes on cash					—			—
Net increase in cash and cash equivalents					1,765			(923	)
Cash and cash equivalents at beginning of period					10,897			10,875
				$	12,662		$	9,952
Supplemental cash flow information:
Cash paid during the period for:
	Interest, net of the amounts capitalized shown below			$	7,561		$	6,432
	Interest capitalized				75			216
	Income taxes, net of refunds				234			—
Supplemental disclosure of non-cash investing and financing activities:
	Net non-cash debt increase (decrease)				44			(15,922	)
	Issuance of promissory notes as consideration for taxation liabilities				2,369			—

See notes to consolidated financial statements.

5

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Throughout this Form 10-Q, we will use the terms Lodgian, “we”, “our”, and “us”, to refer to Lodgian, Inc. and unless the context otherwise requires or expressly states, our subsidiaries).

1. Business Summary

      We are one of the largest independent owners and operators of full-service hotels in the United States in terms of our number of guest rooms and gross annual revenues, as reported by Hotel & Motel Management Magazine in September 2003. We are considered an independent owner and operator because we do not operate our hotels under our own name. We operate substantially all of our hotels under nationally recognized brands, such as “Crowne Plaza,” “Holiday Inn” and “Marriott.” As of May 10, 2004, we operated 88 hotels with an aggregate of 16,627 rooms, located in 30 states and Canada. Of the 88 hotels, 78 hotels, with an aggregate of 14,348 rooms, are part of our continuing operations, while 10 hotels, with an aggregate of 2,279 rooms, are held for sale. Our portfolio of 88 hotels consists of:

•  83 hotels that we wholly own and operate through subsidiaries;

•  four hotels that we operate in joint ventures in which we have a 50% or greater voting equity interest and exercise control; and

•  one hotel that we operate in a joint venture in which we have a 30% non-controlling equity interest.

      We consolidate all of these hotels in our financial statements, other than the one hotel in which we hold a non-controlling equity interest and which we account for under the equity method.

      Our hotels are primarily full-service properties that offer food and beverage services, meeting space and banquet facilities and compete in the midscale and upscale market segments of the lodging industry. As of May 10, 2004, we operated all but three of our hotels under franchises obtained from nationally recognized hospitality franchisors. We operated 60 of our hotels under franchises obtained from InterContinental Hotels Group as franchisor of the Crowne Plaza, Holiday Inn, Holiday Inn Select and Holiday Inn Express brands. We operated 15 of our hotels under franchises from Marriott International as franchisor of the Marriott, Courtyard by Marriott, Fairfield Inn by Marriott and Residence Inn by Marriott brands. We operate another 10 hotels under other nationally recognized brands. We believe that these strong national brands afford us many benefits such as guest loyalty and market share premiums.

2. General

      Our condensed consolidated financial statements include the accounts of Lodgian, Inc., its wholly-owned subsidiaries and four joint ventures in which Lodgian, Inc. has a controlling financial interest (owns a 50% or greater voting equity interest and exercises control). We believe we have control of the joint ventures when we manage and have control of the joint ventures’ assets and operations. We report the third party partners’ share of the net income or loss of these joint ventures and their share of the joint ventures’ equity as minority interest. We include in other assets our investment in the hotel in which we hold a minority interest and which we account for under the equity method. We report our share of the income or loss of this minority-owned hotel as part of interest income and other. All significant intercompany accounts and transactions have been eliminated in consolidation.

      The accounting policies which we follow for quarterly financial reporting are the same as those which we disclosed in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2003.

      During 2003, we developed a portfolio improvement strategy which was consistent with our goals of operating a portfolio of profitable, well-maintained and appealing hotels at superior locations in strong markets. In accordance with this strategy and our efforts to reduce debt and interest costs, we identified 19

6

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

hotels, one office building and three land parcels for sale. Between November 1, 2003 and May 10, 2004, we sold the office building and nine of the nineteen hotels. As of May 10, 2004, our portfolio consisted of 88 hotels, 78 of which represent our continuing portfolio (including one hotel in which we have a non-controlling equity interest which we do not consolidate).

      In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting primarily of normal recurring adjustments, necessary to present fairly our financial position as of March 31, 2004, the results of our operations for the three months ended March 31, 2004 and 2003 and our cash flows for the three months ended March 31, 2004 and 2003. Our results for interim periods are not necessarily indicative of our results for the entire year. You should read these financial statements in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2003.

      As we prepare our financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP), we reclassify certain prior period amounts to conform to the current period’s presentation. We also make estimates and assumptions which affect:

•  the reported amounts of assets and liabilities;

•  the reported amounts of revenues and expenses during the reporting period; and

•  the disclosures of contingent assets and liabilities at the date of our financial statements.

      Our actual results could differ from our estimates.

Reverse Stock Split

      On April 27, 2004, our Board of Directors authorized a reverse stock split of our common stock in a ratio of one-for-three (1:3). The reverse split affected all of our issued and outstanding common shares, warrants and stock options. The record date for the reverse split was April 29, 2004 and our new common stock began trading under the split adjustment on April 30, 2004.

      Fractional shares which resulted from the reverse stock split are payable in cash. Each holder of a fractional share of common stock after the effective date of the reverse split has been or will be paid cash equal to the product of (i) the average of the closing prices of the common stock for the last ten trading days prior to April 30, 2004, multiplied by (ii) the fraction of a share of common stock held by such holder.

      All amounts for common stock, warrants, stock options, and all earnings per share computations have been retroactively adjusted to reflect this change in our capital structure.

3. Stock-based Compensation

      As disclosed in Note 2 above, on April 27, 2004, our Board of Directors authorized a reverse stock split of our common stock in a ratio of one-for-three (1:3). All stock option disclosures below have been retroactively adjusted to reflect the reverse stock split.

      As we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2003, on November 25, 2002, we adopted a new stock incentive plan which replaced the Option Plan previously in place. In accordance with the Stock Incentive Plan, we can grant awards to acquire up to 353,333 shares of common stock to our directors, officers, or other key employees or consultants as determined by a committee appointed by our Board of Directors. Awards may consist of stock options, stock appreciation rights, stock awards, performance share awards, section 162(m) awards or other awards determined by the committee. We cannot grant stock options pursuant to the Stock Incentive Plan at an exercise price which is less than 100% of the fair market value per share on the date of the grant. Vesting,

7

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

exercisability, payment and other restrictions pertaining to any awards made pursuant to the Stock Incentive Plan are determined by the Committee. At our 2004 annual meeting, stockholders approved an amendment and restatement of the Stock Incentive Plan to, among other things, increase the number of shares of common stock available for issuance thereunder by 29,667 immediately and, in the event we consummate a firm commitment, underwritten public offering of our common stock, by an additional amount to be determined pursuant to a formula.

      We present below a summary of our stock option plan and the restricted stock units activity under the plan for the three months ended March 31, 2004:

					Weighted Average
		Options			Exercise Price
Balance, December 31, 2003			157,529		$	13.92
	Exercised		(241	)		15.21
	Forfeited		(3,164	)		15.21
Balance, March 31, 2004			154,124		$	13.91

		Restricted
		Stock Units
Balance, December 31, 2003			66,666
	Issued		—
	Forfeited		—
Balance, March 31, 2004			66,666	(1)

(1)  At March 31, 2004, none of the restricted stock had vested.

      In the following table, we summarize information for options outstanding and exercisable at March 31, 2004:

	Options Outstanding						Options Exercisable
			Weighted Average		Weighted Average				Weighted Average
Range of Prices	Number		Remaining Life (in Years)		Exercise Prices		Number		Exercise Prices
$9.00 to $10.50		33,333		9.3	$	9.00		—	$	9.00
$10.53 to $15.21		113,625		9.4	$	15.21		37,924	$	15.21
$15.24 to $15.66		7,166		9.5	$	15.66		2,389	$	15.66
		154,124		9.4	$	13.89		40,313	$	15.24

      We account for stock option grants in accordance with Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees” and related interpretations. Under APB No. 25, if the exercise price of our employee stock options is equal to the market price of the underlying stock on the date of grant, no compensation expense is recognized. Under Statement of Financial Accounting Standard (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” (as amended by SFAS No. 148) compensation cost is measured at the grant date based on the estimated value of the award and is recognized over the service (or vesting) period. The income tax benefit, if any, associated with the exercise of stock options is credited to additional paid-in capital.

8

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      Had the compensation cost of our Stock Option Plan been recognized under SFAS No. 123, based on the fair market value at the grant dates, our pro forma net loss and net loss per share would have been as follows:

		Three Months Ended
		March 31, 2004			March 31, 2003(1)
Loss — continuing operations
	As reported	$	(6,384	)	$	(5,841	)
	Pro forma		(6,509	)		(5,841	)
Loss from discontinued operations, net of taxes
	As reported		(702	)		(3,243	)
	Pro forma		(702	)		(3,243	)
Net loss:
	As reported		(7,086	)		(9,084	)
	Pro forma		(7,211	)		(9,084	)
Net loss attributable to common stock
	As reported		(7,086	)		(12,860	)
	Pro forma		(7,211	)		(12,860	)
Loss from continuing operations attributable to common stock before discontinued operations
	As reported		(6,384	)		(9,617	)
	Pro forma		(6,509	)		(9,617	)
Basic and diluted loss per common share:
Loss — continuing operations
	As reported	$	(2.74	)	$	(2.50	)
	Pro forma		(2.78	)		(2.50	)
Loss from discontinued operations, net of taxes
	As reported		(0.30	)		(1.39	)
	Pro forma		(0.30	)		(1.39	)
Net loss
	As reported		(3.04	)		(3.89	)
	Pro forma		(3.08	)		(3.89	)
Net loss attributable to common stock
	As reported		(3.04	)		(5.51	)
	Pro forma		(3.08	)		(5.51	)
Loss from continuing operations attributable to common stock before discontinued operations
	As reported		(2.74	)		(4.12	)
	Pro forma		(2.78	)		(4.12	)

(1)  There were no options outstanding between January 1, 2003 and March 31, 2003.

9

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4. Discontinued Operations

      As discussed above, during 2003, we identified 19 hotels, one office building and three land parcels for sale as part of our portfolio improvement strategy, and in our efforts to reduce debt and interest costs. Between November 1, 2003 and May 10, 2004, we sold nine of the nineteen hotels and the office building for an aggregate sales price of $48.3 million. From the sale of these assets, we paid down debt of approximately $35.5 million.

      In accordance with SFAS No. 144, we have included the assets sold during 2003 and 2004 as well as the assets held for sale at March 31, 2004 (including any related impairment charges) in Discontinued Operations in the Consolidated Statements of Operations. The assets held for sale at March 31, 2004 and December 31, 2003 and the liabilities related to these assets are separately disclosed in the Condensed Consolidated Balance Sheets. Where the carrying values of the assets held for sale exceeded the estimated fair values, net of selling costs, we reduced the carrying values and recorded impairment charges. We determine fair values using quoted market prices, when available, or other accepted valuation techniques. During the three months ended March 31, 2004, we recorded impairment charges of $2.2 million on assets held for sale. Where the estimated selling prices, net of selling costs, of assets held for sale exceeded the carrying values, we did not increase the carrying values of the assets. Among other criteria, we classify an asset as held for sale if we expect to dispose of it within one year.

      At March 31, 2004, 13 hotels and three land parcels were held for sale. At December 31, 2003, 18 hotels and three land parcels were held for sale. The following condensed combined table summarizes the assets and liabilities relating to the properties identified as held for sale as of March 31, 2004 and December 31, 2003:

		March 31,		December 31,
		2004		2003
		(Unaudited in thousands)
ASSETS
Accounts receivable, net of allowances		$	1,066	$	1,252
Inventories			1,076		1,377
Prepaid expenses and other current assets			1,733		1,039
Property and equipment, net			49,582		61,624
Other assets			2,331		3,275
		$	55,788	$	68,567
LIABILITIES
Accounts payable		$	1,199	$	1,234
Other accrued liabilities			2,276		3,120
Advance deposits			571		390
Current portion of long-term debt			567		771
Long-term debt			42,727		52,433
	Total liabilities	$	47,340	$	57,948

10

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The condensed combined results of operations of the properties classified as Discontinued Operations as of March 31, 2004 were as follows:

			Three Months Ended
			March 31,			March 31,
			2004			2003
			(Unaudited in
			thousands)
Revenues:
		Rooms	$	7,944		$	9,134
		Food and beverage		2,318			2,359
		Other		478			793
				10,740			12,286
Operating expenses:
	Direct:
		Rooms		2,696			3,196
		Food and beverage		1,834			2,028
		Other		385			598
				4,915			5,822
				5,825			6,464
Other operating expenses:
	General, administrative and other			6,063			7,750
	Depreciation and amortization			133			1,447
	Impairment of long-lived assets			2,153			—
		Other operating expenses		8,349			9,197
				(2,524	)		(2,733	)
Interest expense				(1,185	)		(510	)
Gain on asset dispositions				3,007			—
Loss before income taxes				(702	)		(3,243	)
Provision for income taxes				—			—
Net loss			$	(702	)	$	(3,243	)

5. Cash, Restricted

      Our restricted cash as of March 31, 2004 consists of amounts reserved for letter of credit collateral, a deposit required by our bankers and cash reserved pursuant to certain loan agreements.

11

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

6. Loss Per Share

      The following table sets forth the computation of basic and diluted loss per share:

			Three Months Ended
			March 31,			March 31,
			2004			2003
			(Unaudited in
			thousands, except per
			share data)
Basic and diluted loss per share:
	Numerator:
		Loss — continuing operations	$	(6,384	)	$	(5,841	)
		Loss from discontinued operations, net of taxes		(702	)		(3,243	)
		Net loss		(7,086	)		(9,084	)
		Preferred stock dividend		—			(3,776	)
		Net loss attributable to common stock		(7,086	)		(12,860	)
		Loss — continuing operations		(6,384	)		(5,841	)
		Preferred stock dividend		—			(3,776	)
		Loss from continuing operations attributable to common stock before discontinued operations	$	(6,384	)	$	(9,617	)
	Denominator:
		Denominator for basic and diluted loss per share — weighted-average shares		2,334			2,333
	Basic and diluted loss per common share:
		Loss — continuing operations	$	(2.74	)	$	(2.50	)
		Loss from discontinued operations, net of taxes		(0.30	)		(1.39	)
		Net loss		(3.04	)		(3.89	)
		Net loss attributable to common stock		(3.04	)		(5.51	)
		Loss from continuing operations attributable to common stock before discontinued operations	$	(2.74	)	$	(4.12	)

      We did not include the shares associated with the assumed conversion of the restricted stock units (66,666 shares) or the exercise of stock options (options to acquire 154,124 shares of common stock) and A and B warrants (rights to acquire 503,546 and 343,122 shares of common stock, respectively) in the computation of diluted loss per share for the period ended March 31, 2004 because their inclusion would have been antidilutive. We did not include the shares associated with the exercise of the A and B warrants (rights to acquire 503,546 and 343,122 shares of common stock, respectively) in the computation of diluted loss per share for the period ended March 31, 2003 because their inclusion would have been antidilutive.

12

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Other Accrued Liabilities

      At March 31, 2004 and December 31, 2003, other accrued liabilities consisted of the following:

	March 31, 2004		December 31, 2003
	(Unaudited in thousands)
Salaries and related costs	$	17,760	$	16,211
Property and sales taxes		10,950		9,427
Professional fees		420		570
Provision for state income taxes		320		2,361
Franchise fee accrual		1,667		1,115
Accrued interest		491		526
Accrual for allowed claims		179		186
Other		614		1,036
	$	32,401	$	31,432

8. Debt

      Substantially all of our property and equipment are pledged as collateral for long-term obligations. Certain of our mortgage notes are subject to a prepayment or yield maintenance penalty if we repay them prior to their maturity. Set forth below, by debt pool, is a summary of our debt at March 31, 2004 along with the applicable interest rates and the related carrying values of the property, plant and equipment which collateralize these debts:

				March 31, 2004
		Number		Property, Plant		Debt		Interest
		of Hotels		and Equipment, net		Obligations		Rates
				(1)		(1)
				(Unaudited in thousands)
Exit financing
	Merrill Lynch Mortgage Lending, Inc. — Senior					$	210,160	LIBOR plus 2.36%
	Merrill Lynch Mortgage Lending, Inc. — Mezzanine						81,010	LIBOR plus 8.79%
	Merrill Lynch Mortgage Lending, Inc. — Total		53	$	391,249		291,170
	Computershare Trust Company of Canada		1		13,874		7,391	7.88%
Lehman financing
	Lehman Brothers Holdings, Inc.		15		65,141		71,071	Higher of LIBOR plus 5.25% or 7.25%
Other financing
	Column Financial, Inc.		9		61,505		26,761	10.59%
	Lehman Brothers Holdings, Inc.		5		37,976		23,292	$16,414 at 9.40%; $6,878 at 8.90%
	JP Morgan Chase Bank		2		8,806		10,516	7.25%
	DDL Kinser		1		3,166		2,360	8.25%
	First Union Bank		1		4,353		3,345	9.38%
	Column Financial, Inc.		1		7,762		8,847	9.45%

13

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

					March 31, 2004
		Number			Property, Plant			Debt			Interest
		of Hotels			and Equipment, net			Obligations			Rates
					(1)			(1)
					(Unaudited in thousands)
	Column Financial, Inc.		1			6,082			3,173		10.74%
	Robb Evans, Trustee		1			6,661			6,958		Prime plus 4.00%
	Total — other financing		21			136,311			85,252
			90			606,575			454,884		6.4%(2)
Long-term debt — other
	Deferred interest — long-term		—			—			4,288
	Deferred rent on a long-term ground lease		—			—			2,549
	Tax notes issued pursuant to our Joint Plan of Reorganization		—			—			4,014
	Other		—			—			574
			—			—			11,425
Property, plant and equipment — other			—			4,468			—
			90			611,043			466,309
Held for sale			(13	)		(49,582	)		(43,294	)
Total March 31, 2004			77		$	561,461		$	423,015

(1)	Debt obligations and property, plant and equipment of one hotel in which we have a non-controlling equity interest that we do not consolidate are excluded from the table above.
(2)	The 6.4% in the table above represents our annual weighted average cost of debt at March 31, 2004.

Exit Financing

      The Merrill Lynch Mortgage senior and mezzanine debt agreements provide that when either (i) the debt yield for the trailing 12-month period is below 13.25% during year ending November 2004 (and if the loan is extended, 13.50%, 13.75% and 14.00% during each of the next three years of the loan, respectively) or (ii) the debt service coverage ratio is below 1.20x, excess cash flows produced by the mortgaged hotels (after payment of operating expenses, management fees, required reserves, loan service fees, principal and interest) must be deposited in a restricted cash account. These funds can be used for the prepayment of aggregate outstanding borrowings, capital expenditures reasonably approved by the lender, and up to an aggregate of $3.0 million of scheduled principal and interest payments due under these agreements. Funds would no longer be deposited into the restricted cash account if the debt yield and the debt service coverage ratio are sustained above the minimum requirements for three consecutive months. On March 31, 2003, the debt yield for the hotels securing the debt fell below the then applicable 12.75% minimum threshold and, therefore, the excess cash flow produced by the hotels securing the debt was retained in the restricted cash account starting on May 1, 2003. Between the inception date of the loan and May 10, 2004, $9.1 million was released from the restricted cash account for capital expenditures and scheduled interest and principal payments. As of May 10, 2004, $3.4 million was being retained in the restricted cash account. At March 31, 2004, the debt yield and debt service coverage ratios remained below the minimum requirements. Further, the mezzanine debt agreement with Merrill Lynch Mortgage requires that we maintain a minimum net worth of at least $10.0 million which we currently meet.

14

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Financings

      On September 30, 2003, first mortgage debt of approximately $7.0 million of MHA became due. We own 60% of MHA, and MHA’s sole asset is the Crowne Plaza Hotel in Macon, Georgia. The lender initially agreed to extend the term of the debt to December 31, 2003, and then to June 30, 2004, while we explore alternative financing opportunities. We have escrowed foreclosure documents that will allow the lender to foreclose on the property on June 30, 2004 if we have not repaid the mortgage debt by that date. There can be no assurance that we will complete a refinancing on or before the due date or that the lender will grant further extensions. If we are not able to refinance the debt and the lender does not grant further extensions, the property would be subject to foreclosure. A foreclosure on the property would constitute a default of the franchise agreement; therefore, we may be liable for $0.9 million in liquidated damages under the franchise agreement. Total revenues for this hotel were $1.4 million for the three months ended March 31, 2004 and also for the three months ended March 31, 2003. The debt of approximately $7.0 million is included in the current portion of long-term debt in our consolidated balance sheet as of March 31, 2004.

9. Commitments and Contingencies

Franchise Agreement and Capital Expenditures

      We benefit from the superior brand qualities of the Crowne Plaza, Holiday Inn, Marriott, Hilton and other brands, including the reputation of these brands, reservation bookings through their central reservation systems, global distribution systems, guest loyalty program and brand Internet booking sites. Reservations made by means of these franchisor facilities generally account for approximately 30% of our total reservations.

      To obtain these franchise affiliations, we enter into franchise agreements with hotel franchisors that generally have terms of between 10 and 20 years. The franchise agreements typically authorize us to operate the hotel under the franchise name, at a specific location or within a specified area, and require that we operate a hotel in accordance with the standards specified by the franchisor. As part of our franchise agreements, we are generally required to pay a royalty fee, an advertising/marketing fee, a fee for the use of the franchisor’s nationwide reservation system and certain ancillary charges. Royalty fees generally range from 3.0% to 6.0% of gross room revenues, advertising/marketing fees generally range from 1.0% to 4.0% of gross room revenues and reservation system fees generally range from 1.0% to 2.0% of gross room revenues. In the aggregate, royalty fees, advertising/marketing fees and reservation fees for the various brands under which we operate our hotels range from 5.0% to 12.0% of gross room revenues.

      These costs vary with revenues and are not fixed commitments. Franchise fees incurred for the three months ended March 31, 2004 and 2003 were as follows:

	Three Months Ended
	March 31, 2004		March 31, 2003
	(Unaudited in thousands)
Continuing operations	$	5,250	$	4,780
Discontinued operations		588		725
	$	5,838	$	5,505

      During the term of the franchise agreements, the franchisors may require us to upgrade facilities to comply with their current standards. Our current franchise agreements terminate at various times and have differing remaining terms, for example, the terms of 5, 13 and 9 of our franchise agreements are scheduled to expire in 2004, 2005, and 2006, respectively. As franchise agreements expire, we may apply for a franchise renewal. In connection with renewals, the franchisor may require payment of a renewal fee,

15

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

increased royalty and other recurring fees and substantial renovation of the facilities, or the franchisor may elect not to renew the franchise. The costs incurred in connection with these agreements are primarily monthly payments due to the franchisors based on a percentage of room revenues.

      If we do not comply with the terms of a franchise agreement, following notice and an opportunity to cure, the franchisor has the right to terminate the agreement, which could lead to a default under one or more of our loan agreements which could materially and adversely affect us. Prior to terminating a franchise agreement, franchisors are required to notify us of the areas of non-compliance and give us the opportunity to cure the non-compliance. In the past, we have been able to cure most cases of non-compliance and most defaults within the cure periods, and those events of non-compliance and defaults did not cause termination of our franchises or defaults on our loan agreements. If we perform an economic analysis of the hotel and determine that it is not economically feasible to comply with a franchisor’s requirements, we will either select an alternative franchisor or operate the hotel without a franchise affiliation.

      As of May 10, 2004, we have been notified that we were not in compliance with some of the terms of eight of our franchise agreements and have received default and termination notices from franchisors with respect to an additional three hotels. We cannot assure you that we will be able to complete our action plans (which we estimate will cost approximately $3.8 million) to cure the alleged defaults prior to the specified termination dates or be granted additional time in which to cure any defaults. We are not aware of any other instances of non-compliance with our franchise agreements.

      In addition, as part of our bankruptcy reorganization proceedings, we entered into stipulations with each of our major franchisors setting forth a timeline for completion of capital expenditures for some of our hotels. However, as of May 10, 2004, we have not completed the required capital expenditures for 32 hotels in accordance with the stipulations and estimate that completing those improvements will cost $24.6 million. Under the stipulations, the applicable franchisors could therefore seek to declare certain franchise agreements in default and, in certain circumstances, seek to terminate the franchise agreement.

      We believe that we will cure the non-compliance and defaults on these hotels before the applicable termination dates, but we cannot provide assurance that we will be able to do so or that we will be able to obtain additional time in which to do so. If a franchise agreement is terminated, we will either select an alternative franchisor or operate the hotel independently of any franchisor. However, terminating or changing the franchise affiliation of a hotel could require us to incur significant expenses, including liquidated damages, and capital expenditures.

      To comply with the requirements of our franchisors and to improve our competitive position in the individual markets, we plan to enhance our capital improvement program in 2004.

Letters of Credit

      As of March 31, 2004, we had issued two irrevocable letters of credit totaling $3.6 million as guarantees to Zurich American Insurance Company and Donlen Fleet Management Services. These letters of credit will expire in November 2004 but may require renewal beyond that date. All letters of credit are fully collateralized by our cash (classified as restricted cash in the accompanying Condensed Consolidated Balance Sheets).

Self-insurance

      We are self-insured up to certain limits with respect to employee medical, employee dental, property insurance, general liability insurance, personal injury claims, workers’ compensation and auto liability. We establish liabilities for these self-insured obligations annually, based on actuarial valuations and our history of claims. Should unanticipated events cause these claims to escalate beyond normal expectations, our

16

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

financial condition and results of operations would be negatively impacted. As of March 31, 2004, and December 31, 2003, we had approximately $10.3 million and $10.0 million accrued for these liabilities, respectively.

      There are other types of losses for which we cannot obtain insurance at all or at a reasonable cost, including losses caused by acts of war. If an uninsured loss or a loss that exceeds our insurance limits were to occur, we could lose both the revenues generated from the affected hotel and the capital that we have invested. We also could be liable for any outstanding mortgage indebtedness or other obligations related to the hotel. Any such loss could materially and adversely affect our financial condition and results of operations.

      We believe that we maintain sufficient insurance coverage for the operation of our business.

Litigation

      From time to time, as we conduct our business, legal actions and claims are brought against us. The outcome of these matters is uncertain. However, we believe that all currently pending matters will be resolved without a material adverse effect on our results of operations or financial condition. Claims relating to the period before we filed for Chapter 11 protection are limited to the amounts approved by the Bankruptcy Court for settlement of such claims and are payable out of the disputed claims reserves provided for in our plans of reorganization, which in the case of the Joint Plan of Reorganization, consists of our securities, and in the case of the Impac Plan of Reorganization, consists of $0.1 million of cash as of March 31, 2004. We have reserved for all claims approved by the Bankruptcy Court which have not yet been paid.

10. New Accounting Pronouncements

      On July 1, 2003, in accordance with SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, we reclassified the Preferred Stock to the liability section of the consolidated balance sheet and began presenting the related dividends in interest expense. Prior to the adoption of SFAS No. 150, we presented the Preferred Stock between liabilities and equity in our consolidated balance sheet (called the “mezzanine” section) and reported the Preferred Stock dividend as a deduction from retained earnings with no effect on our results of operations. In accordance with SFAS No. 150, the Preferred Stock and the dividends for the period prior to July 1, 2003, have not been reclassified. Thus the Preferred Stock dividend for the three months ended March 31, 2004 of $4.3 million is presented as part of interest expense while the Preferred Stock dividend for the three months ended March 31, 2003 of $3.8 million is presented as a deduction from retained earnings.

      In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”), to address perceived weaknesses in accounting for entities commonly known as special-purpose or off-balance-sheet. In addition to numerous FASB Staff Positions written to clarify and improve the application of FIN 46, the FASB recently announced a deferral for certain entities, and an amendment to FIN 46 entitled FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (“FIN 46R”). FIN 46 establishes consolidation criteria for entities for which “control” is not easily discernible under Accounting Research Bulletin 51, Consolidated Financial Statements, which is based on the premise that holders of the equity of an entity, control the entity by virtue of voting rights. FIN 46 provides guidance for identifying the party with a controlling financial interest resulting from arrangements or financial interests rather than from voting interests. FIN 46 defines the term “variable interest entity” (“VIE”) and is based on the premise that if a business enterprise absorbs a majority of the VIE’s expected losses and/or receives a majority of its expected residual returns (measure of risk and reward), that enterprise (the primary beneficiary) has a controlling financial interest in the VIE. The assets, liabilities, and results of the activities of the VIE should be included in the

17

LODGIAN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

consolidated financial statements of the primary beneficiary. We were required to adopt the provisions of FIN 46R relating to any interests in special-purpose entities (SPEs) as of December 31, 2003. In addition, during the first quarter of 2004, we were required to apply the provisions of FIN 46R to any other entities falling within its scope. The adoption of FIN 46 and the counterpart revision (FIN 46R) has not had and is not expected to have a material impact on our financial position and results of operations.

11. Related Party Transactions

      Richard Cartoon, our Executive Vice President and Chief Financial Officer between October 4, 2001 and October 13, 2003, is a principal in a business which we retained in October 2001 to provide Richard Cartoon’s services as Chief Financial Officer and other restructuring support and services. In addition to amounts paid for Richard Cartoon’s services as Chief Financial Officer, we were billed $28,000 and $52,000, including expenses, for other support and services provided by associates of Richard Cartoon, LLC for the three months ended March 31, 2004 and 2003, respectively. Richard Cartoon, LLC may continue to provide restructuring support and services in the short-term.

12. Subsequent Events

      As previously discussed, between November 1, 2003 and May 10, 2004, we sold an office building and nine of the hotels identified for sale. One of these hotels was sold in 2003, five were sold in the first quarter of 2004 and three were sold subsequent to the first quarter 2004. Summarized below is certain financial data relating to the three hotels sold between April 1, 2004 and May 10, 2004:

	(Unaudited in thousands)
Aggregate sales price	$	20,678
Carrying value of property, plant and equipment at March 31, 2004		14,553
Debt paid down from sales proceeds		18,141
Total revenues for the three months ended March 31, 2004 ($2.6 million for the three months ended March 31, 2003)		2,793
Direct operating expenses for the three months ended March 31, 2004 ($1.2 million for the three months ended March 31, 2003)		1,153

18

PART II — OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

      (a) A list of the exhibits required to be filed as part of this Report on Form 10-Q/A, is set forth in the “Exhibit Index” which immediately precedes such exhibits, and is incorporated herein by reference.

      (b) Reports on Form 8-K

      A Form 8-K was filed on March 11, 2004 announcing the filing of a Registration Statement with the Securities and Exchange Commission regarding a public offering of $175 million of common stock.

      A Form 8-K was filed on February 12, 2004 announcing our annual meeting which was held on April 8, 2004.

19

SIGNATURES

      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.

	LODGIAN, INC.
	By: /s/ W. THOMAS PARRINGTON
Date: June 30, 2004	W. Thomas Parrington President and Chief Executive Officer
	By: /s/ MANUEL ARTIME
Date: June 30, 2004	Manuel Artime Executive Vice President and Chief Financial Officer

20

INDEX TO EXHIBITS

Exhibit
No.			Description
	31.1	—	Sarbanes — Oxley Section 302 certification by the CEO
	31.2	—	Sarbanes — Oxley Section 302 certification by the CFO
	32	—	Sarbanes — Oxley Section 906 certification by the CEO and CFO

21