UNION PLAZA HOTEL & CASINO INC
10-Q, 1998-05-15
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 March 31, 1998
           
           
                  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            March 31, 1998
          $.50 par value                758,419 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 entirely of normal
recurring adjustments) which are, in the opinion of Management,
necessary to a fair statement of the results for the interim
period.



/s/ LARRY DOLESH

Larry Dolesh, Vice President of Finance

Las Vegas, Nevada
April 30, 1998

<PAGE>



                 PART 1. - Financial Information

Item 1.    Financial Statements








               UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                                 (UNAUDITED)

                      MARCH 31, 1998 AND DECEMBER 31, 1997










<PAGE>

        











      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEET
[CAPTION]              
               MARCH 31, 1998 AND DECEMBER 31, 1997
           
                            ASSETS
                                     
                                   MARCH 31,    DECEMBER 31,
                                      1998            1997
[S]                             [C]             [C]
Current Assets:
 Cash                           $  2,899,000    $  3,135,000     
 Accounts receivable                 676,000         821,000
 Inventories of food, beverage
   and supplies                      408,000         267,000
 Prepaid expense                     981,000         979,000

Total current assets               4,964,000       5,202,000
           
Property and equipment:
 Land                              7,012,000       7,012,000
 Buildings                        56,798,000      56,794,000
 Leasehold improvements            3,514,000       3,514,000
 Furniture and equipment          34,363,000      34,304,000
                                 101,687,000     101,624,000
                                                   
 Less accumulated depreciation                        
  and amortization                64,028,000      63,069,000

Net property and equipment        37,659,000      38,555,000

 Other assets                      1,282,000       1,435,000

           
           
           
                                $ 43,905,000    $ 45,192,000     
     
           
           
           
              






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

         
                                                   
                                        MARCH 31,    DECEMBER 31,
                                          1998           1997
[S]                                   [C]           [C]
Current liabilites:
  Accounts payable                    $ 1,970,000   $ 2,745,000
  Accrued liabilities                   1,743,000     2,058,000
  Current portion of long-term debt       161,000       161,000 
  Current portion of obligations under
   capital leases                         818,000       818,000
        Total current liabilities       4,692,000     5,782,000

Long-term debt, less current portion   20,819,000    20,359,000
Obligations under capital leases, less
 current portion                        2,513,000     2,707,000
  
Deferred income taxes                   2,726,000     3,013,000

                                       30,750,000    31,861,000

Commitments and contingencies
           
           
Stockholders' equity:
 Common stock, $.50 par value; authorized
   20,000,000 shares; issued 1,500,000
   shares; Outstanding 758,419 shares at
   December 31, 1997 and 758,419 shares
   at March 31, 1998.                     750,000       750,000
Additional paid-in capital              5,462,000     5,462,000
Retained earnings                      20,815,000    20,991,000
                                       20,027,000    27,203,000
Less treasury stock, at cost, 741,581
 shares at December 31, 1997 and 741,581
 shares at March 31, 1998.             13,872,000    13,872,000 

           Total stockholders' equity  13,155,000    13,331,000
                                      $43,905,000   $45,192,000









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



<PAGE>
           
           

      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF INCOME   
[CAPTION]
           THREE MONTHS ENDED MARCH 31, 1998 AND 1997

          
                                      1998                   1997     
[S]                                [C]                    [C]
Revenues:
  Casino                           $  8,981,000           $ 8,874,000 
  Food and Beverage                   2,597,000             2,574,000
  Rooms                               2,852,000             3,010,000
  Other                                 540,000               587,000
           
   Gross revenues                    14,970,000            15,045,000
  Less promotional complimentaries    2,145,000             1,975,000

   Net revenues                      12,825,000            13,070,000

Operating expenses:
 Casino                               3,661,000             3,381,000
 Food and Beverage                    3,693,000             3,869,000
 Rooms                                1,436,000             1,421,000
 General & Administrative             1,058,000             1,164,000
 Entertainment                          121,000               121,000
 Advertising & Promotion                  5,000                18,000
 Utilities & Maintenance              1,254,000             1,292,000
 Depreciation & Amortization            960,000             1,067,000
 Provisions for Doubtful Accts.          10,000                19,000
 Other Costs and Expenses               337,000               320,000

   Total operating expenses          12,535,000            12,672,000

   Operating income/(loss)              290,000               398,000

Other income (expense):
 Interest Income                          1,000                 1,000
 Interest Expense                      (556,000)             (535,000)

   Total other income (expense)        (555,000)             (534,000)

Income before income taxes             (265,000)             (136,000)
Income taxes                            (90,000)              (73,000)

Net income/(loss)                      (175,000)              (63,000)    

Earnings/(loss) per common share   $      (0.23)          $     (0.08)
           
            The accompanying notes are an integral
              part of these financial statements.
<PAGE>

      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENT OF CASH FLOWS
        FOR THREE MONTHS ENDED MARCH 31, 1998 AND 1997
       
     
INCREASE IN CASH AND CASH EQUIVALENTS
                                                1998         1997 
[S]                                        [C]            [C]
Cash flows from operating activities:
 Cash received from customers              $ 12,959,000   $ 12,947,000
 Cash paid to suppliers and employees       (12,648,000)   (12,514,000)
 Interest received                                1,000          1,000
 Interest paid                                 (556,000)      (535,000)
 Income taxes paid                             (197,000)          0
   Net cash provided by operating activities   (441,000)      (101,000)

Cash flows from investing activities:
 Proceeds from sale of property & equipment       2,000           0
 Proceeds from sale of bonds                       0              0
 Purchase of property and equipment             (63,000)      (203,000)
   Net cash used in investing activities        (61,000)      (203,000)

Cash flows from financing activities:
 Proceeds from note payable to Stockholder      500,000           0
 Principal payments on capital lease           (194,000)      (169,000)
 Principal payments on long-term debt           (40,000)       (90,000)
 Purchase of Treasury Stock                        0            (1,000)
   Net cash used in financing activities        266,000       (260,000)

Net increase (decrease) in cash and
  cash equivalents                             (236,000)      (564,000)
Cash and cash equivalents 
  at 12/31/97 & 12/31/96                      3,135,000      2,982,000

Cash and cash equivalents, 
  at 3/31/98 & 3/31/97                        2,899,000      2,418,000

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES

Net income(loss) for period ended 
  3/31/98 and 3/31/97                      $   (175,000)  $    (63,000)

 Adjustments to reconcile net income to
  Net cash provided by operating activities:      
  Depreciation and amortization                 968,000      1,056,000
  Gain on sale of assets                         (2,000)          0
  Bad debt expense                                 0              0
(Increase) decrease in assets:
   Accounts receivable                          343,000         46,000
   Interest receivable                             0              0
   Inventories                                 (141,000)        75,000
   Prepaid expenses                            (199,000)       (48,000)
   Other assets                                 142,000       (188,000)
Increase (decrease) in liabilities:
   Accounts payable and accrued expenses     (1,090,000)      (906,000)
   Interest payable                                0              0
   Deferred Income Tax                         (287,000)       (73,000) 
     Total adjustments                         (266,000)       (38,000)

Net cash provided (used) by operating
 activities                                $   (441,000)  $   (101,000)


            The accompanying notes are an integral
              part of these financial statements.
            
<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 inter-company
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 March 31, 1998 was 
$386,000 and $386,000 at December 31. 1997. 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.

Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.

<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
           
     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.
           
     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.
                                
<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 Statements of Cash Flows classify 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:
                                         March 31,  December 31,
                                           1998        1997       

               Casino                  $  182,000  $  512,000   
               Hotel                      324,000     277,000 
               Other                      186,000      60,000
                                          692,000     849,000
               Less allowance for
                  doubtful accounts        16,000      28,000
                                       $  676,000  $  821,000
NOTE 3 - OTHER ASSETS

     Other assets consist of the following:
                                         March 31,  December 31,
                                           1998        1997       
 Expansion of gaming rights, less 
   accumulated amortization of
   $678,000 and $668,000               $  132,000  $  142,000
 Net investment in direct financing
   lease, net of current portion (Note 7) 133,000     143,000
 Leasehold costs, less accumulated
   amortization of $393,000 and
   $389,000                                46,000      50,000
 Investment in Fremont Street 
   Experience                             386,000     386,000
 Deposits and other                       585,000     714,000
                                       $1,282,000  $1,435,000
<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:
                                            March 31, December 31,
                                              1998        1997      
       Salaries and Wages                 $  722,000   $1,224,000
       Union back wages                       48,000       48,000
       Taxes, other than tax on income       422,000      396,000
       Other                                 551,000      390,000
                                          $1,743,000   $2,058,000
           
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
March 31, 1998.
           
NOTE 6 - LONG-TERM DEBT

Long-term debt consists of the following:
                                            March 31, December 31,
                                              1998        1997
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).  20,980,000   20,520,000

Less current portion                         161,000      161,000
                                         $20,819,000  $20,359,000
                                                        
    Principal payments on long-term debt during the succeeding   
     five years are as follows:

            1998 (Remaining nine months)      90,000 
            1999                             129,000     
            2000                             140,000      
            2001                             152,000      
            2002                             166,000
            2003                             180,000
            Thereafter                    20,123,000
                                         $20,980,000
              
    Maturities were calculated based upon interest rates in  
       effect at March 31, 1998. 
<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:
                                                        
                                          March 31,    December 31,
                                            1998          1997
    Land and Buildings                  $ 9,242,000    $9,242,000     
    Less accumulated amortization         8,661,000     8,617,000
                                        $   581,000    $  625,000
           
           
     The following is a schedule of future minimum lease payments
as of March 31, 1998.
          
     1998 (Remaining nine months)       $   938,000
     1999                                 1,250,000
     2000                                 1,250,000
     2001                                   729,000     
     Total minimum lease payments         4,167,000     
     Less amount representing interest      836,000  
     Present value of net minimum
       lease pmts under capital leases    3,331,000 
     Less current portion                   818,000  
     Long-term obligations under 
     capital leases                     $ 2,513,000

           
SUBLEASES
           
   The bus depot property under a capital lease is sublet as      
     follows:
        
                                                
                                          March 31,    December 31,
                                            1998           1997
     Minimum future rents receivable    $   220,000      $ 236,000 
     Less amount representing interest       44,000         50,000 
     Minimum future rents receivable        176,000        186,000 
     Less current portion (included in
        accounts receivable)                 43,000         43,000 
          Net investment in direct
            financing lease (See Note 3)$   133,000      $ 143,000 
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
        UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS      
                          (CONTINUED)
           
NOTE 8 - EMPLOYEE BENEFIT PLANS
           
     The Company contributes to a discretionary executive bonus
plan. During the first quarter of 1998, the Company contibuted
$32,000 to this plan compared to a year ago when there were no
bonus contibutions.
           
     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.  In the first quarter of
1998, $25,000 was accrued for the profit sharing plan compared to
$75,000 accrued in the year ago period. While these accruals are
based upon the the history of past contributions, the Board of 
Directors may or may not authorize such contributions based on 
the Company's financial results.
           
NOTE 9 - RELATED PARTIES
           
     On December 18, 1991, Exber, Inc., a 45.21% stockholder as
of March 31, 1998, 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. At varying intervals during 1997, the Company borrowed  
an additional $1,483,000 from Exber, Inc. to supplement cash flows
to meet normal operating requirements. During the first quarter 
of 1998, the Company borrowed an additional $500,000 from Exber, 
Inc. following the typically weak month of December. The outstanding
balance of the note at March 31, 1998 was $20,980,000.

     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.
           
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.
<PAGE>           

PART 1. - FINANCIAL INFORMATION
           
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS
           
ANALYSIS OF FINANCIAL CONDITION

     The Company had total cash assets of $2,899,000
(6.6% of total assets) at March 31, 1998 and $3,135,000
(6.9% of total assets) at December 31, 1997. The ratio of current
assets to current liabilities was 1.1 to 1 at March 31, 1998
and .9 to 1 at December 31, 1997.

     Long-term debt obligations, including current maturities were
$20,980,000 at March 31, 1998 and $20,520,000 at December 31, 1997.
Long-term debt obligations increased by $460,000 during the
quarter as the Company increased long-term debt by $500,000.
The proceeds of the additional borrowing was used to meet normal 
operating requirements and was provided by Exber, Inc., the 
Company's majority shareholder. Exber, Inc. continues to provide
the financial stability for the Company by supplying capital
for operations and needed improvements during slow operational
periods. Management is confident that as long as Exber, Inc.
maintains its majority position in the Company, financing options
will remain available as needed. Management has not, and does
not deem necessary at this time, the need to seek alternative
forms of financing. Based on current operating results and recent
principal payments, it is not likely that the Company will be
able to pay off the existing debt before the note matures in 
the year 2006. However, Management does feel that Exber, Inc.
is negotiable with the note and would agree to a revised 
payment structure if and when it becomes necessary.

     As if March 31, 1998, outstanding receivables were $676,000
compared to $821,000 at December 31, 1997. The decline in
receivables is attributed to lower casino receivables at the
end of the first quarter compared to traditionally high credit
levels associated with the year-end holiday. Inventories rose
$141,000 from $267,000 to $408,000 which compares to inventories
of food and beverage items on hand during the same period last
year. Accounts payable declined in the first quarter from
$2,745,000 to $1,970,000 reflective of timing differences in the
reporting periods. Compared to the first quarter of 1997,
accounts payable liabilities remained basically unchanged in the
current quarter. Accrued liabilities and expenses are also lower
compared to those reported at year end and also in the year ago
period. The reduction in liabilities is related to lower
operational obligations including race and sports book future
wagers and unpaid winning tickets.  

RESULTS OF OPERATIONS

     While Las Vegas continues to see an expansion in the number
of rooms in the valley, the growth in tourism has slowed recently
and appears to be trending downward. The compound effect of this
economic inversion resulted in 3,500 fewer guests and lower hotel
revenues at the Company's hotel operation during the first quarter
of 1998. While maintaining maximum occupancy is a key to
maintaining profitability in the downtown market, the Company
continues to witness mid size strip properties marketing to its
hotel guest. The end result is intense pricing competition with
travel agents and group sales vendors that has eroded hotel 
operating margins.
<PAGE>

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

     Despite the weak hotel results, casino revenues managed to 
rise $107,000 in the period. Casino results benefited from higher
win percentages in the table games area, increased keno win and
greater race and sports book handle and win. Improvements in the
live table gaming sectors were offset by a sharp decline in slot
machine play and slightly lower card room revenues.

     Food and beverage results were slightly higher in the first 
quarter despite serving 40,000 fewer food customers in the quarter.
Management made the decision to raise food prices in the middle
of last year following several years of no changes and also closed
its mid scale Backstage restaurant at the end of the second quarter.
Both factors have affected overall restaurant traffic while
revenues increased due to the pricing increase. Beverage pricing
still remains among the lowest in the city which appeals to the
Company's value-oriented customer. Management continues to believe
that offering the customer good service along with reasonable
prices is a necessity in improving customer traffic and gaming
revenues.

     The Company's promotional expense rose $170,000 which is
partially attibuted to the increase in retail food prices used
in valuing the complimentaries provided for guests. Showroom and
package program complimentaries are also higher for the period 
due to varying promotional programs offered to guests on a 
seasonal basis. Management continues to look at new and profitable
marketing and promotional ideas that are intended to increase foot
traffic at the property. Most of the past and current promotional
offerings are provided for existing customer and known players
which the Company feels are most important to its operation.

     The Company's gross revenues declined by $75,000 (0.5%)
during the first three months of 1998 compared to the same period
in 1997. Total operating expenses rose $33,000 (0.2%). Operating
expense increased for both the casino and hotel operations while
food and beverage expense declined in the period. The Company was
able to reduce general and administrative costs by concentrating
on cost management of workmen's compensation claims, lower group
insurance claims, and the decision to forego accruals for the 
employee profit sharing plan. For the quarter ended March 31, 1998,
the Company reported operating income of $290,000 compared to 
$398,000 reported for the same period in 1997.

     Overall, the Company reported a net loss for the first quarter
of $175,000 or $0.23 a share versus a net loss $63,000 or $0.08 
in the year ago period.


<PAGE>
          
         
           
           
                           SIGNATURES
           
Pursuant to the requirements of the Securities Exchange Act of
1934 the registrant had duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
           
           
           
           
                         UNION PLAZA HOTEL AND CASINO, INC.
                                   (REGISTRANT)
           
           
           
Date: May 11, 1998                   /S/ JOHN D. GAUGHAN
                                 JOHN D. GAUGHAN, President
           
           
           
           
Date: May 11, 1998                   /S/ LARRY DOLESH
                                 LARRY DOLESH,  Vice President 
                                    of Finance
           
           


Date: May 11, 1998                   /S/ JOHN P. JONES
                                 JOHN P. JONES,  Vice President &
                                    Treasurer           



Date: May 11, 1998                   /S/ ALAN J. WOODY
                                  ALAN J. WOODY, Controller                    
   














16

[ARTICLE]     5
<TABLE>
<S>                         <C> 
[PERIOD-TYPE]                  3-MOS
[FISCAL-YEAR-END]              DEC-31-1998
[PERIOD-END]                   MAR-31-1998
[CASH]                         2899000                        
[SECURITIES]                         0
[RECEIVABLES]                   676000
[ALLOWANCES]                         0
[INVENTORY]                     408000
[CURRENT-ASSETS]               4964000  
[PP&E]                       101687000
[DEPRECIATION]                64028000
[TOTAL-ASSETS]                43905000
[CURRENT-LIABILITIES]          4692000
[BONDS]                       20819000
[PREFERRED-MANDATORY]                0 
[PREFERRED]                          0
[COMMON]                        750000
[OTHER-SE]                    12405000
[TOTAL-LIABILITY-AND-EQUITY]  43905000
[SALES]                        2597000
[TOTAL-REVENUES]              14970000
[CGS]                          3693000
[TOTAL-COSTS]                  7368000
[OTHER-EXPENSES]               2551000
[LOSS-PROVISION]                 10000
[INTEREST-EXPENSE]              556000
[INCOME-PRETAX]                (265000) 
[INCOME-TAX]                    (90000)
[INCOME-CONTINUING]            (175000)
[DISCONTINUED]                       0
[EXTRAORDINARY]                      0
[CHANGES]
[NET-INCOME]
[EPS-PRIMARY]
[EPS-DILUTED]
</TABLE>


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