10-Q/A

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 September 30, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o For the transition period from            to

Commission file no. 1-14537

Lodgian, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	52-2093696 (I.R.S. Employer Identification No.)
3445 Peachtree Road, N.E., Suite 700, Atlanta, GA (Address of principal executive offices)	30326 (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.     Yesþ     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 November 8, 2004
Common	24,544,462

EXPLANATORY NOTE

     Lodgian, Inc. is filing this Amendment No. 1 on Form 10-Q/A to amend its quarterly report on Form 10-Q for the quarter ended September 30, 2004 to revise Part I, Item 4 to provide additional information regarding deficiencies in the Company’s internal controls over financial reporting, in response to certain comments received from the staff of the Securities and Exchange Commission in connection with its review of the Company’s registration statement on Form S-3 filed April 2, 2003 and amendments thereto.

     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. This Amendment continues to speak as of the date of the original Form 10-Q, and has not been updated to reflect any events that occurred at a date subsequent to the filing of the original Form 10-Q (including disclosures relating to risks, uncertainties and other factors that may affect future performance).

LODGIAN, INC. AND SUBSIDIARIES

INDEX

PART I.  FINANCIAL INFORMATION

		Page
Item 4.	Controls and Procedures		2
	PART II. OTHER INFORMATION
Item 6.	Exhibits		2
Signatures			3
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 & CFO

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PART I — FINANCIAL INFORMATION

Item 4. Controls and Procedures

     a) Based on an evaluation of our disclosure controls and procedures carried out as of September 30, 2004, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective since they would cause material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 to be recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

     b) During the quarter ended September 30, 2004, there were no changes in our internal control over financial reporting which materially affected, or are likely to materially affect, our internal control over financial reporting. After the end of that quarter, we determined we had a significant deficiency in our disclosure controls over contracts. As a result, we revised our internal control over financial reporting to assure that the accounting for significant or unusual agreements is reviewed and approved, prior to the posting of any general ledger entries, by one of the following finance employees: our Director of Financial Reporting, our Chief Accounting Officer or our Chief Financial Officer. (See further discussion of the Company’s efforts surrounding compliance with Sarbanes-Oxley at “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Implementation of Section 404 of the Sarbanes-Oxley Act of 2002”.)

     In the course of its process of reviewing and documenting its internal control over financial reporting as part of its Sarbanes-Oxley Section 404 compliance, the Company identified deficiencies in (1) its payroll process; (2) its fixed asset procedures; and (3) its accounting review of certain contracts, as discussed above.

     With respect to payroll, there were numerous deficiencies that, when aggregated together, constituted a significant deficiency as defined by PCAOB Auditing Standard No. 2 As a result of management’s testing of its controls, the Company identified controls which, while satisfactory, were not in all instances being consistently adhered to at all properties based on the Company’s established procedures. Payroll process deficiencies included the approval of new hire forms, documented review of payroll registers, and the timely removal of employees from the payroll system. Management reinforced these controls with additional training and focus during the third and fourth quarters of 2004.

     With regard to fixed asset procedures, management had not been reviewing asset additions and deletions on a monthly basis, and the fixed asset registers had not been validated with a physical inventory since fresh start accounting was applied, both of which were deficiencies as defined by PCAOB Auditing Standard No. 2. In October 2004, management developed a monthly report of all asset additions and dispositions, which is approved each month, and will begin the process of performing physical inventories of all property, plant and equipment assets at the hotels in 2005.

PART II — OTHER INFORMATION

Item 6. Exhibits

     (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.

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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.
Date: April 21, 2005	By:  /s/  Linda Borchert Philp Linda Borchert Philp Executive Vice President and Chief Financial Officer

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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

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EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF THE CEO

Certification of Principal Executive Officer
Pursuant to Rule 13A-14(a) /15D-14(a), As Adopted Pursuant To
Section 302 of the Sarbanes-Oxley Act of 2002

     I, W. Thomas Parrington, Chief Executive Officer of Lodgian, Inc. (the “Registrant”), certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of the Registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the Registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

     Dated this 21st day of April, 2005.

/s/ W. Thomas Parrington
W. Thomas Parrington, Chief Executive Officer

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF THE CFO

Certification of Principal Financial Officer
Pursuant to Rule 13A-14(a) /15D-14(d), As Adopted Pursuant To
Section 302 of the Sarbanes-Oxley Act of 2002

     I, Linda Borchert Philp, Chief Financial Officer of Lodgian, Inc. (the “Registrant”), certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of the Registrant;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the Registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

     Dated this 21st day of April, 2005.

/s/ Linda Borchert Philp Linda Borchert Philp, Chief Financial Officer

EX-32

EXHIBIT 32

SECTION 906 CERTIFICATION OF THE CEO AND CFO

Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002

     This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code and shall not be relied on by any person for any other purpose.

     The undersigned, who are the Chief Executive Officer an Chief Financial Officer, respectively, of Lodgian, Inc. (the “Company”), hereby each certify that, to the undersigned’s knowledge:

     The Quarterly Report on Form 10-Q/A of the Company for the quarterly period ended September 30, 2004 (the “Report”), which accompanies this Certification, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

     Dated this 21st day of April, 2005.

/s/ W. Thomas Parrington

W. Thomas Parrington, Chief Executive Officer

/s/ Linda Borchert Philp Linda Borchert Philp, Chief Financial Officer