UNION PLAZA HOTEL & CASINO INC
10-Q, 1996-11-15
MISCELLANEOUS AMUSEMENT & RECREATION
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                            FORM 10-Q
           
                SECURITIES AND EXCHANGE COMMISSION
           
                     WASHINGTON, D.C. 20549
           
           
           
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
           
        For the quarterly period ended September 30, 1996
           
           
                  Commission file number 0-8133
           
           
                UNION PLAZA HOTEL AND CASINO INC.
     (Exact name of registrant as specified in its charter)
           
           
               Nevada                      88-0110085
  (State or other jurisdiction of      (I.R.S. Employer
   incorporation or organization)       Identification No.)
         No. 1 Main Street                    89125
         Las Vegas, Nevada                 (Zip Code)
       (Address of principal
         executive offices)
           
           
                        (702) 386-2110
      (Registrant's telephone number, including area code)
           
           
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
and (2) has been subject to such filing requirements for the past
90 days.
           
             YES    [ X ]               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:
                           
                                        Outstanding at
       Class of Common Stock            September 30, 1996
          $.50 par value                759,419 shares

<PAGE>

The Securities and Exchange Commission
Washington D.C.


The financial information included herein is unaudited.  In
addition, the financial information does not include all
disclosures required under generally accepted accounting
principles because certain note information included in the
Company's annual report has been omitted; however, such
information reflects all adjustments (consisting soley of normal
recurring adjustments) which are, in the opinion of Management,
necessary to a fair statement of the results for the interim
period.



/s/ JOHN F. GAUGHAN

John F. Gaughan, President

Las Vegas, Nevada
November 13, 1996

<PAGE>



                 PART 1. - Financial Information

Item 1.    Financial Statements

Exhibit EX-27. Financial Data Statement








<PAGE>

        











      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEET
                         (UNAUDITED)     
                     Amounts in Thousands
[CAPTION]              
          SEPTEMBER 30, 1996 and DECEMBER 31, 1995
           
                            ASSETS
                                     
                                  SEPTEMBER 30,    DECEMBER 31,
                                      1996            1995
[S]                               [C]             [C]
Current Assets:
 Cash                             $    2,839      $    2,959     
 Accounts receivable                     589             966
  Inventories of food, beverage
    and supplies                         452             470
  Prepaid expense                      1,161           1,306

           Total current assets        5,041           5,701
           
Property and equipment:
  Land                                 6,912           6,912
  Buildings                           56,749          56,709
  Leasehold improvements               3,483           3,456
  Furniture and equipment             34,256          33,986
                                     101,400         101,063
                                                   
Less accumulated depreciation                        
  and amortization                    58,199          55,928

      Net property and equipment      43,201          45,135

Other assets                           2,406           2,327
 
           
                                  $   50,648      $   53,163     
         





[FN]
            The accompanying notes are an integral
              part of these financial statements.
                               4
<PAGE>           
               LIABILITIES AND STOCKHOLDERS' EQUITY

         
                                                   
                                      SEPTEMBER 30,   DECEMBER 31,
                                          1996           1995
[S]                                      [C]           [C]
Current liabilites:
  Accounts payable                       $  2,153      $  2,736
  Accrued liabilities                       2,071         2,126
  Current portion of long-term debt            39            39 
  Current portion of obligations under
   capital leases                             623           623
        Total current liabilities           4,886         5,524

Long-term debt, less current portion       19,241        21,241
Obligations under capital leases, less
 current portion                            3,780         4,239
  

Deferred income taxes                       4,366         4,365
                                           32,273        35,369
Commitments and contingencies
           
           
Stockholders' equity:
 Common stock, $.50 par value; authorized
   20,000,000 shares; issued 1,500,000
   shares; Outstanding 759,419 shares at
   September 30, 1996 and 761,719 shares
   at December 31, 1995.                      750           750
Additional paid-in capital                  5,462         5,462
Retained earnings                          26,010        25,371
                                           32,222        31583

Less treasury stock, at cost, 740,581
 shares at September 30, 1996 and 738,281 shares
 at December 31, 1995, respectively        13,847        13,789 

           Total stockholders' equity      18,375        17,794
                                           50,648        53,163


[FN]
            The accompanying notes are an integral
              part of these financial statements.
           


                               5
<PAGE>

      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF INCOME
                          (UNAUDITED)   
[CAPTION]
          Amounts in thousands, except per share data
  NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995          
                       
                           NINE MONTHS       THREE MONTHS
                        ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
                          1996     1995      1996     1995
[S]                      [C]      [C]        [C]      [C]
REVENUES:
  Casino                 $ 28,470 $ 27,448   $ 8,824  $ 8,819
  Food and Beverage         7,360    6,659     2,371    2,219
  Rooms                     9,098    8,747     2,981    2,808
  Other                     1,768    1,659       583      573
           
   GROSS REVENUES          46,696   44,513    14,759   14,419
  Less promotional          5,746    5,879     1,946    1,959

   NET REVENUES            40,950   38,634    12,813   12,460    

OPERATING EXPENSES:
 Casino                    11,040   10,964     3,503    3,709
 Food and Beverage         10,659    9,258     3,716    3,305
 Rooms                      4,274    3,786     1,486    1,350
 General & Administrative   2,953    3,034       832      832
 Entertainment                369      345       122      115
 Advertising & Promotion      296      245       123      139
 Utilities & Maintenance    4,431    4,351     1,642    1,699
 Deprec. & Amortization     3,303    3,206     1,109    1,081
 Prov. for Doubtful Acct.      48        2        22       14 
 Other Costs and Expenses   1,058    1,062       335      368

  TOTAL OPERATING EXPENSES 38,431   36,253    12,890   12,612 

   OPERATING INCOME         2,519    2,381       (77)    (152) 

OTHER INCOME (EXPENSE):
 Interest Income               25       27         8        9
 Interest Expense          (1,729)  (2,002)     (557)    (648) 

 TOTAL OTHER INC/(EXP)     (1,704)  (1,975)     (549)    (639)

INCOME BEFORE INCOME TAXES    815      406      (626)    (791)
INCOME TAXES                  177      138      (289)    (269)

NET INCOME                    638      268      (337)    (522) 

EARNINGS PER COMMON SHARE   $0.84    $0.35    ($0.44)   ($0.69)
 [FN]           
            The accompanying notes are an integral
              part of these financial statements.
                              6
<PAGE>

      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF CASH FLOWS
                         (UNAUDITED)
      FOR NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
       
         Amounts in thousands, except per share data
     
INCREASE IN CASH AND CASH EQUIVALENTS
                                                1996      1995 
[S]                                        [C]         [C]
Cash flows from operating activities:
 Cash received from customers              $  41,431   $  38,622
 Cash paid to suppliers and employees        (36,379)    (33,653)
 Interest received                                32          38
 Interest paid                                (1,729)     (2,002)
 Income taxes paid                                 0           0
   Net cash provided by operating activities   3,355       3,005

Cash flows from investing activities:
 Proceeds from sale of property & equipment        0           0
 Proceeds from sale of bonds                       0           0
 Purchase of property and equipment             (958)     (1,990)
   Net cash used in investing activities        (958)     (1,990)

Cash flows from financing activities:
 Proceeds from note payable to Stockholder         0           0
 Principal payments on capital lease            (459)       (400)
 Principal payments on long-term debt         (2,000)     (1,220)
 Purchase of Treasury Stock                      (58)        (50)
   Net cash used in financing activities      (2,517)     (1,670)

Net increase (decrease) in cash &
  cash equivalents                              (120)       (655)
Cash and cash equivalents 
  at 12/31/95 and 12/31/94                     2,959       2,744

Cash and cash equivalents, 
  at 09/30/96 and 09/30/95                     2,839       2,089

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES

Net income for period ended 
   09/30/96 and 09/30/95                    $    638    $    268

 Adjustments to reconcile net income to
 Net cash provided by operating activities:      
 Depreciation and amortization                 2,951       3,206
 Gain on sale of assets                            0           0
 Bad debt expense                                  0           2
(Increase) decrease in assets:
   Accounts receivable                           370          47
   Interest receivable                             7          11
   Inventories                                    18           6
   Prepaid expenses                               43        (130)
   Other assets                                 (137)         23
Increase (decrease) in liabilities:
   Accounts payable and accrued expenses        (712)       (482)
   Interest payable                                0           0
   Income Tax Payable                            177          54 
     Total adjustments                         2,717       2,737 

Net cash provided by operating activities      3,355       3,005

[FN]
            The accompanying notes are an integral
              part of these financial statements.
                              7               
<PAGE>
           
       UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
       UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
           
Principles of Consolidation
           
     The accompanying consolidated financial statements include
the accounts of Union Plaza Hotel and Casino, Inc. (the Company)
and its wholly-owned subsidiaries.  All material intercompany
balances and transactions have been eliminated in consolidation.  
           
Nature of the Operations and Basis of Accounting 
           
     The Company's wholly-owned subsidiary, Union Plaza Operating
Company, operates hotel and gaming operations in downtown Las
Vegas, Nevada.  A substantial portion of the operating revenues
of the Company's subsidiary is derived from gaming operations
which are subject to extensive regulations in the State of Nevada
by the Gaming Commission, the Gaming Control Board and local
regulatory agencies.  The Company does not anticipate any material 
changes in which the financial results are reported due to the
adoption of new or proposed accounting pronouncements.
           
     In 1994, the Company organized Union Plaza Experience, Inc. as 
a wholly owned subsidiary to participate with other downtown Las
Vegas casino enterprises and the City of Las Vegas Redevelopment
Agency, in a redevelopment project known as the Fremont Street
Experience.  Investment at September 30, 1996 was $1,288,000 and
$1,135,000 at December 31, 1995.  The Company's investment had
been accounted for by the equity method.  The Company has no other
materially important subsidiaries or operations.

     Management believes that the Company's procedures for
supervising casino operations, recording casino and other
revenues and for granting credit comply in all material respects
with applicable regulations.
           
Casino Receivables and Revenue
           
     Credit is extended to certain casino customers and the
Company records all unpaid advances as casino receivables on the
date credit was granted.  Allowances for estimated uncollectable
casino receivables are provided to reduce the receivables to
amounts anticipated to be collected.  The Company recognizes as
casino revenue the net win (which is the difference between
amounts wagered and amounts paid to winning patrons) from gaming
activities.
           
Promotional Allowances
           
     Gross revenues include the retail value of complimentary
food and beverage and hotel services furnished to customers.  The
retail value of these promotional allowances is deducted to
arrive at net revenues.
           
Property and Equipment
           
     Property and equipment are stated at cost.  Expenditures for
additions, renewals and betterments are capitalized; expenditures
for maintenance and repairs are charged to expenses as incurred. 
Upon retirement or disposal of assets, the cost and accumulated
depreciation are eliminated from the accounts and the resulting
gain or loss is included in income.  Depreciation, including
amortization of a capitalized lease, is computed using the
straight-line method.  Leasehold improvements (distinguished from
unamortized leasehold costs) are amortized over the lives of the
leases.
                                8                                
<PAGE>           
           
       UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
       UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS       
                         (CONTINUED)
           
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
           
Property and Equipment (Continued)
           
    Property and equipment, including capitalized leases, are
depreciated over their estimated useful lives of 3 to 20 years
for land improvements, 20 to 40 years for buildings, 5 to 30
years for leasehold improvements and 3 to 10 years for furniture
and equipment.
           
Other Assets
           
     Leasehold costs are being amortized on a straight-line basis
over the initial 30-year term of the lease.  Expansion of gaming
rights is being amortized on a straight line basis over 20 years. 
Subordination of security interest in lease is being amortized on
a straight-line basis over 15 years.
           
Progressive Slot Liability
           
     The Company has installed a number of progressive slot
machines.  As coins are played the amount available to win
increases and will be paid out when the appropriate jackpot is
hit.  In accordance with common industry practice, the Company
has recorded the liability and has charged this amount against
casino revenue.
           
Earnings Per Common Share
           
     Earnings per common share was computed by dividing net
income by the weighted average number of shares of common stock
outstanding during each period.
           
Inventories
           
     Inventories are valued at the lower of cost, (first-in,
first-out) or market.  Maintenance and other operating supplies
are stated at estimated amounts considered by management to be
necessary to conduct full operations.  Subsequent replacements
are charged to expense.
           
Income Taxes
           
     The Company and its subsidiaries file a consolidated Federal
Income Tax return.  Deferred income taxes are provided to reflect
the tax effect of timing differences between financial and tax
reporting, principally related to depreciation, slot machine
revenue, interest costs, accrued expenses, capitalization of
leases, capitalization of property costs and write-down of
facilities and other investments to estimated recoverable value. 
The Company accounts for the investment tax credit as a
reduction of income tax expense in the year in which such credits
are utilized.  Carryforwards of this credit, as well as the tax
effect of net operating loss carryforwards, are shown as a
reduction to deferred income taxes.
                               9                                  
<PAGE>

       UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
       UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS       
                           (CONTINUED)
           
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
           
Statement of Cash Flows
           
     The Statement of Cash Flows classifies changes in cash and
cash equivalents according to operating, investing and financing
activities.  For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
           
NOTE 2 - ACCOUNTS RECEIVABLE
           
     Accounts receivable consists of the following:
                                      September 30, December 31,
                                           1996        1995       

               Casino                   $254,000    $408,000   
               Hotel                     180,000     336,000 
               Other                     189,000     236,000
                                         623,000     980,000
               Less allowance for
                  doubtful accounts       34,000      14,000
                                        $589,000    $966,000
NOTE 3 - OTHER ASSETS

     Other assets consist of the following:
                                      September 30, December 31,
                                           1996        1995       
 Expansion of gaming rights, less 
   accumulated amortization of       $    192,000 $    223,000
   $618,000 and $587,000
 Nevada Pari-Mutuel Association            10,000            0
 Subordination of security interest
   in lease, less accumulated 
   amortization of $810,000 and
   $783,000                                     0       27,000
 Net investment in direct financing
   lease, net of current portion (Note 7) 167,000      224,000
 Leasehold costs, less accumulated
   amortization of $370,000 and
   $359,000                                69,000       80,000
 Investment in Fremont Street 
   Experience (Note 11)                 1,288,000    1,135,000
 Deposits and other                       680,000      638,000
                                        2,406,000    2,327,000
                                10
<PAGE>
        UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
        UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (CONTINUED)

NOTE 4 - ACCRUED LIABILITIES

     Accrued liabilities consist of the following:
                                       September 30, December 31,
                                            1996        1995      
       Salaries and Wages              $  588,000  $  848,000
       Union back wages                    82,000     148,000
       Taxes, other than tax on income    317,000     425,000
       Other                            1,084,000     705,000
                                       $2,071,000  $2,126,000
          
NOTE 5 - INCOME TAXES
           
     The Internal Revenue Service has examined the Company's
Federal income tax returns through 1991.  Management is of the
opinion that all taxes have been paid or provided for through
September 30, 1996.
           
NOTE 6 - LONG-TERM DEBT
                                        September 30, December 31,
Long-term debt consists of the following:    1996       1995
           
Note Payable to Exber, Inc. at the Prime
Interest Rate payable in monthly 
installments of $158,265 including 
principal and interest, until July 6, 
2004 at which time the balance is due.  
The note is secured by a first deed of 
trust in land and building (See Note 9).  19,280,000   21,280,000

Less current portion                          39,000       39,000
                                         $19,241,000  $21,241,000
                                                        
    Principal payments on long-term debt during the succeeding   
     five years are as follows:

            1996 (Remaining three months)    10,000
            1997                             42,000     
            1998                             46,000      
            1999                             50,000      
            2000                             55,000
            Thereafter                   19,077,000  
                                       $ 19,280,000
             
     The maturities were calculated based upon interest rates in  
       effect at September 30, 1996. 
                                 11
<PAGE>
          UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
          UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (CONTINUED)
           
NOTE 7 - LEASES
           
     The Company leases equipment and hotel and bus depot
property under long-term lease agreements which are classified as
capital leases.  The lease with Exber, Inc. (See Note 9) covering
the hotel and bus depot property expires in 2001 with renewals. 
The hotel and bus depot property lease contains one renewal
option of twenty-five years and four renewal options of ten
years.  The bus depot property is sublet to Greyhound Lines Inc.
under a lease expiring in 2001, with two ten-year renewal
options available.  The value of the lease with Exber, Inc. is as
follows:
                                                        
                                  September 30, December 31,
                                      1996         1995
    Land and Buildings             $9,242,000   $9,242,000     
    Less accumulated amortization   8,369,000    8,265,000
                                      873,000      977,000

           
     The following is a schedule of future minimum lease payments
as of September 30, 1996.
          
     1996 (Remaining three months)       $  313,000
     1997                                 1,250,000
     1998                                 1,250,000
     1999                                 1,250,000
     2000                                 1,250,000
     Thereafter                             729,000     
     Total minimum lease payments         6,042,000     
     Less amount representing interest    1,639,000  
     Present value of net minimum
       lease pmts under capital leases    4,403,000 
     Less current portion                   623,000  
     Long-term obligations under 
     capital leases                       3,780,000
                                 12
<PAGE>
         UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
         UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (CONTINUED)

SUBLEASES
           
   The bus depot property under a capital lease is sublet as      
     follows:
            
                                       September 30,  December 31,
                                            1996         1995
     Minimum future rents receivable      $265,000       $369,000 
     Less amount representing interest      87,000        112,000 
     Minimum lease payments receivable     178,000        257,000 
     Less current portion (included in
        accounts receivable)                33,000         33,000 
          Net investment in direct
            financing lease (See Note 3)   145,000        224,000 
           
   Other sublet rental property:
     The Company rents building space to several retail stores 
     under various short-term leases.  Income from these          
     subleases, included in other income, was $154,000 and 
     $188,000 at September 30, 1996 and December 31, 1995,
     respectively.
           
NOTE 8 - EMPLOYEE BENEFIT PLANS
           
     The Company contributes to a discretionary executive bonus
plan.  Contributions for the first nine months of 1996 and 1995
were $314,000 and $211,000 respectively.
           
     The Company also has a qualified profit sharing plan for
eligible employees.  Contributions to this plan are made at the
discretion of the Board of Directors and benefits are limited to
the allocated interests in fund assets.  Contributions for the
first nine months of 1996 and 1995 were $225,000 for each period.
    
NOTE 9 - RELATED PARTIES
           
     On December 18, 1991, Exber, Inc., a 45.15% stockholder as
of September 30, 1996, loaned the Company $1,800,000, payable
interest only in monthly installments at 10% per annum, with
principal due in full December 19, 1996.  During February 1992
this loan was increased to $3,000,000 subject to the same terms
and maturity date of the original borrowing.  During February
1993 this loan was refinanced to $18,000,000, interest only
at the prime rate published in the Wall Street Journal until
February 14, 1999.  On February 14, 1994 an additional $1,500,000
was added to this loan bringing the loan balance to $19,500,000
with the same terms and maturity date.  On June 3, 1994 an
additional $3,700,000 was borrowed and the balance refinanced
payable in monthly installments of $158,265 including principal
and interest, until July 6, 2004.  The majority of the proceeds
of the note were used to retire the outstanding debt to Bank of
America.  The outstanding balance of the note at September 30, was
$19,280,000.
 
                              13
<PAGE>

        UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
        UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (CONTINUED)      

NOTE 9 - RELATED PARTIES (CONTINUED)
     
     Exber, Inc. also leased to the Company land and buildings in
Las Vegas, Nevada.  Annual payments by the Company and its
subsidiaries are approximately $1,250,000.  The leases extend
through 2001 with renewal options.  The property under lease was
purchased by Exber, Inc. in June of 1991 from Upland Industries. 
The lease terms were renegotiated effective July 1, 1991
resulting in a reduction of monthly payments of $32,000.  The
resulting reduction in the present value of future minimum lease
payments amounting to $2,100,000 reduced the carrying value of
the asset and the obligation under capital lease.
           
NOTE 10 - CONTINGENCIES
           
     The Company has contingent liabilities with respect to
lawsuits and other matters arising in the ordinary course of
business.  In the opinion of management, no material liability
exists with respect to these contingencies.

                             14
<PAGE>
           
PART 1. - FINANCIAL INFORMATION
           
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS
           
LIQUIDITY AND CAPITAL RESOURCES

  The Company had total cash assets amounting to $2,839,000
(5.6% of total assets) at September 30, 1996 and $2,959,000
(5.6% of total assets) at December 31, 1995.  The ratio of
current assets to current liabilities was 1.0 to 1 at September
30, 1996 and 1.0 to 1 at December 31, 1995.  Long-term debt and
obligations under capital leases, including current maturities
was $19,280,000 at September 30, 1996 and $22,750,000 at 
December 31, 1995.  The ratio of long-term debt to equity was
1.0 to 1 at September 30, 1996 and 1.3 to 1 at December 31, 1995.

  Capital expenditures during the first nine months of 1996 were
$958,000, consisting of new room air conditioners and other 
general property improvements.  The 1996 expenditures represent
a 52% decline in capital spending compared to last year when
the Company expended $1,990,000.  The 1995 improvements included
the renovation of the Center Stage Restaurant and various 
upgrades to the casino gaming area.  Capital expenditures for the
remainder of 1996 and beyond are expected to be in line with
the current trend with no major renovations or outlays of cash
anticipated.           
      
  Gaming activities at the Company's casino continue to provide
steady cash flows despite decling earnings over the past several
years.  Due to the liquidity provided by by the gaming activities
in the Company's casino, management believes that its working
capital ratio is sufficient to meet normal operating requirements
and to service the existing debt at current levels.  The Company
continues to focus on an agressive debt repayment plan which
effectively reduces the interest expense for future periods.
During the first nine months of 1996, the Company has made
principal payments on long-term debt of $2,000,000 compared to 
$1,220,000 in the same period last year.  With the majority of
planned capital improvements completed, management believes that
future cash flows will provide enough cash to pay off the long
term debt obligations prior to the July 6, 2004, due date.

  Investing activities in the past two years have been limited to 
share repurchases from existing stockholders and investment in 
the Fremont Street Experience through its wholly owned subsidiary,
Union Plaza Experience, Inc.  The Company disbursed $565,000 to 
purchase 28,262 treasury shares during 1995.  During the first
nine months of 1996, the Company disbursed $58,000 to repurchase
2,300 shares.  All purchases of treasury stock were funded by 
internally generated cash flow.  The Company does not anticipate
the purchase of any material number of shares of its stock or
to perform any material investing activities over the next twelve
months.  At this time, the Company's stock remains unlisted on any
exchange and there is no active market for the shares, therefore,
the performance graph has been omitted from this filing.

  The three year decline in net income for the Company appears to 
have stabilized with the completion of the Fremont Street Experience
redevelopment project at the end of 1995.  While the Fremont Street
Experience has not impacted earnings to the degree the Company had
anticipated, the improved room occupancy levels and higher gaming
revenues signify a reversal in the downward trend established in 
the previous three years.  The Company cannot be certain that 
earnings will continue to improve, or that the Fremont Street
Experience will continue to bring additional traffic to the downtown
area.  The Company is also exposed to other factors that may have
an adverse impact on earnings including increasing competition in
the Las Vegas valley along with the possibility of a nationwide
recession.  As a result of these factors, Management is unable to
accurately predict future profitability at the Company's hotel and
casino.
                                15
<PAGE>

ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
           
LIQUIDITY AND CAPITAL RESOURCES (Cont.)

  As of September 30, 1996, the Company had receivables of $589,000
compared to $966,000 at December 31, 1995.  The decline in receivables
is due to timing differences in business, mainly as a result of 
customer credit outstanding and other hotel related factors.  Compared
to the same period in 1995, receivables remain basically unchanged.
Prepaid expenses declined by $145,000 at the end of the third quarter
when compared to December 31, 1995 due to timing differences in prepaid
gaming taxes and licenses.  Other Assets increased by $79,000 in the 
period reflecting investments in the Union Plaza Experience, Inc.  
Accounts Payables and Accrued Liabilities declined significantly when
compared to December 31, 1995.  The 1995 figures include certain
payables connected to the renovation of the Center Stage Restaurant
which was completed in December.  Compared to the first nine months of
1995, payables have not increased significantly.


RESULTS OF OPERATIONS

  The Company's gross revenues increased by $2,183,000 (4.9%) in the
first nine months compared to the same period in 1995.  Improved
patron traffic and increased hotel occupancy resulted in higher casino
revenues at the Company's gaming facility.  Gross profits were
positively impacted by gaming revenues which showed improvement over
1995.  The slot department was the biggest beneficiary of the 
increased floor traffic as slot machine revenue climbed by nearly 
$1,000,000 in the period, reflecting an increase of 5.4%  Poker and
Pan revenue also rose by $150,000 (17%) as the result of more tournaments
and the implementation of self-funded jackpots.  Race and sports
operations, as well as keno, showed slight improvement over last year
by rising $46,000.  Casino table game revenue was negatively impacted
by a few known gamblers who won significantly in the quarter.  Table
game revenue fell by $160,000 (2.5%) when compared to the same period
in 1995.

  Gross food and beverage revenues rose $311,000 for the first nine 
months of 1996.  Revenue gains were the result of increased patron
traffic and higher hotel occupancy rates.  For the first nine months
of 1996, the hotel occupancy rate averaged 97.1% versus 91.5% in 1995.
Room revenues rose by $352,000 (4.0%) compared to 1995 when the downtown
area was affected by the city street redevelopment construction.  
Occupancy levels were also positively impacted by aggressive pricing
strategies utilized by the Company.  In the first nine months of 1996,
the Company's average rate per room has declined to $33 from $35.

  For the nine months ended September 30, 1996, total operating expenses
increased by $2.2 million or 6%.  Food and beverage operating costs
increased by $1.4 million primarily as the result of higher payroll 
costs.  1996 results reflect the reopening of the Center Stage Restaurant
in December 1995 and higher wages levels as outlined by the Company's 
labor contract.  Additional factors contributing to the increase in 
food and beverage costs include glassware, uniforms, menus and cleaning
supplies.  Other material cost increases were attributed to the hotel
where payroll costs rose $400,000 and other room related expenses rose
by $90,000.  The rise in hotel payroll and expenses were due to 
additional personnel and supplies needed to maintain rooms at higher
occupancy levels.  Utility and maintenance costs rose slightly due
to higher payroll costs for the casino porters staffed to keep the 
premises clean. 

                                 16
<PAGE>

ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Cont.)

Entertainment and advertising costs rose a combined $75,000 due to 
higher lounge contract fees and overall higher costs associated with
the normal advertising and promotion campaign.  General and 
Administrative costs declined by $81,000 due to fewer workers 
compensation claims and a decrease of $45,000 in legal fees resulting
from fewer legal issues and the prior settlement of labor contracts.



































                                  17
<PAGE>
                       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.



                         UNION PLAZA HOTEL AND CASINO, INC.
                                   (REGISTRANT)
           
           
           
Date: November 13, 1996            /SS/ JOHN F. GAUGHAN
                                 JOHN F. GAUGHAN, President &     
                                     Chief Operating Officer
              
           
           
           
Date: November 13, 1996            /SS/ JOHN P. JONES
                                 JOHN P. JONES,  Vice President &
                                    Treasurer           
           
           
           
           
           
Date: November 13, 1996            /SS/ LARRY DOLESH
                                 LARRY DOLESH, Vice President &
                                     Chief Financial Officer






Date: November 13, 1996            /SS/ ALAN J. WOODY
                                 ALAN J. WOODY, Controller
           
           
           
           
           
           
           
           
           
           
     
                                  18
           
<PAGE>          

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<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         2839000
<SECURITIES>                                         0
<RECEIVABLES>                                   589000
<ALLOWANCES>                                         0
<INVENTORY>                                     452000
<CURRENT-ASSETS>                               5041000
<PP&E>                                       101400000
<DEPRECIATION>                                58199000
<TOTAL-ASSETS>                                50648000
<CURRENT-LIABILITIES>                          4886000
<BONDS>                                       19241000
<COMMON>                                        750000
                                0
                                          0
<OTHER-SE>                                    17652000
<TOTAL-LIABILITY-AND-EQUITY>                  50648000
<SALES>                                        7360000
<TOTAL-REVENUES>                              46696000
<CGS>                                         10659000
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<OTHER-EXPENSES>                               8792000
<LOSS-PROVISION>                                 48000
<INTEREST-EXPENSE>                             1729000
<INCOME-PRETAX>                                 815000
<INCOME-TAX>                                    177000
<INCOME-CONTINUING>                             638000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    638000
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