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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, 2004Common
    
    24,544,462




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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).




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LODGIAN, INC. AND SUBSIDIARIES

INDEX

PART
I.  FINANCIAL INFORMATION

PageItem 4.
    
    Controls and Procedures
    
    
    2PART II. OTHER INFORMATIONItem 6.
    
    Exhibits
    
    
    2Signatures
    
    
    
    
    3EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-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. 2




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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 PhilpExecutive Vice President andChief Financial Officer
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INDEX TO EXHIBITS ExhibitNo.
    
    
    
    Description31.1
    
    -
    
    Sarbanes  Oxley Section 302 certification by the CEO31.2
    
    -
    
    Sarbanes  Oxley Section 302 certification by the CFO32
    
    -
    
    Sarbanes  Oxley Section 906 certification by the CEO and
CFO
 4