UNION PLAZA HOTEL & CASINO INC
10-Q, 1998-11-12
MISCELLANEOUS AMUSEMENT & RECREATION
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               UNION PLAZA HOTEL AND CASINO, INC.
                         1 Main Street
                       Las Vegas, NV 89101

                                                 November 4, 1998

Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

Pursuant to the requirements of the Securities Exchange Act of 1934, we are
transmitting herewith the attached
Form 10-Q.


Sincerely,

UNION PLAZA HOTEL AND CASINO, INC.

Larry Dolesh, Vice President


                           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, 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            September 30, 1998
          $.50 par value                757,419 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
October 31, 1998

<PAGE>



                 PART 1. - Financial Information

Item 1.    Financial Statements








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

                      SEPTEMBER 30, 1998 AND DECEMBER 31, 1997

           
                            ASSETS
                                     
                                SEPTEMBER 30,    DECEMBER 31,
                                      1998           1997
[S]                             [C]             [C]
Current Assets:
 Cash                           $  1,973,000    $  3,135,000     
 Accounts receivable                 457,000         821,000
 Inventories of food, beverage
   and supplies                      402,000         267,000
 Prepaid expense                     915,000         979,000

Total current assets               3,747,000       5,202,000
           
Property and equipment:
 Land                              7,012,000       7,012,000
 Buildings                        56,855,000      56,794,000
 Leasehold improvements            3,514,000       3,514,000
 Furniture and equipment          33,819,000      34,304,000
                                 101,200,000     101,624,000
                                                   
 Less accumulated depreciation                        
  and amortization                65,224,000      63,069,000

Net property and equipment        35,976,000      38,555,000

 Other assets                      1,590,000       1,435,000

           
           
           
                                $ 41,313,000    $ 45,192,000     
     
           
           
           
              






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

         
                                                   
                                       SEPTEMBER 30, DECEMBER 31,
                                          1998           1997
[S]                                   [C]           [C]
Current liabilities:
  Accounts payable                    $ 2,001,000   $ 2,745,000
  Accrued liabilities                   1,721,000     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       4,701,000     5,782,000

Long-term debt, less current portion   22,589,000    20,359,000
Obligations under capital leases, less
 current portion                        2,105,000     2,707,000
  
Deferred income taxes                   2,800,000     3,013,000

                                       32,195,000    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 757,419 shares
   at September 30, 1998.                 750,000       750,000
Additional paid-in capital              5,462,000     5,462,000
Retained earnings                      16,803,000    20,991,000
                                       23,015,000    27,203,000
Less treasury stock, at cost, 741,581
 shares at December 31, 1997 and 742,581
 shares at September 30, 1998.         13,897,000    13,872,000 

           Total stockholders' equity   9,118,000    13,331,000
                                      $41,313,000   $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]
              NINE MONTH AND THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                 Amounts in thousands except per share data

                                     NINE MONTHS ENDED    THREE MONTHS ENDED
                                       SEPTEMBER 30,         SEPTEMBER 30,
                                      1998      1997        1998       1997    

[S]                                [C]        [C]        [C]        [C]
Revenues:
  Casino                           $ 24,220   $24,681    $ 7,520    $ 7,660
  Food and Beverage                   7,258     7,129      2,267      2,239
  Rooms                               8,073     8,527      2,609      2,663
  Other                               1,555     1,752        506        531
           
   Gross revenues                    41,106    42,089     12,902     13,093
  Less promotional complimentaries    6,074     5,621      2,029      1,953

   Net revenues                      35,032    36,468     10,873     11,140

Operating expenses:
 Casino                              10,996    10,492      3,597      3,480
 Food and Beverage                   10,928    10,949      3,595      3,422
 Rooms                                4,299     4,290      1,438      1,449
 General & Administrative             2,760     3,217        833      1,258
 Entertainment                          362       361        115        118
 Advertising & Promotion                211       238        102        116
 Utilities & Maintenance              4,333     4,211      1,673      1,553
 Depreciation & Amortization          2,851     3,071        940        961
 Provisions for Doubtful Accts.          29        34          8         14
 Other Costs and Expenses               980       984        317        369

   Total operating expenses          37,749    37,847     12,618     12,740

   Operating income/(loss)           (2,717)   (1,379)    (1,745)    (1,600)

Other income (expense):
 Interest Income                          5        10          1          5
 Interest Expense                    (1,688)   (1,634)      (576)      (550)

   Total other income (expense)      (1,683)   (1,624)      (575)      (545)

Income before income taxes           (4,400)   (3,003)    (2,320)    (2,145)
Income taxes                           (213)   (1,127)         0       (722)

Net income/(loss)                    (4,187)   (1,876)    (2,320)    (1,423)

Earnings/(loss) per common share     ($5.52)   ($2.47)    ($2.23)    ($1.87)
           
            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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
       
     
INCREASE IN CASH AND CASH EQUIVALENTS
                                                1998         1997 
[S]                                        [C]            [C]
Cash flows from operating activities:
 Cash received from customers              $ 35,526,000   $ 36,909,000
 Cash paid to suppliers and employees       (36,326,000)   (35,755,000)
 Interest received                                5,000         30,000
 Interest paid                               (1,688,000)    (1,634,000)
   Net cash provided by operating activities (2,483,000)      (450,000)

Cash flows from investing activities:
 Proceeds from sale of property & equipment       2,000           0
 Purchase of property and equipment            (284,000)      (344,000)
   Net cash used in investing activities       (282,000)      (344,000)

Cash flows from financing activities:
 Proceeds from note payable to Stockholder    2,274,000        741,000
 Principal payments on capital lease           (602,000)      (526,000)
 Principal payments on long-term debt           (44,000)      (250,000)
 Purchase of Treasury Stock                     (25,000)        (1,000)
   Net cash used in financing activities      1,603,000        (36,000)

Net increase (decrease) in cash and
  cash equivalents                           (1,162,000)      (830,000)
Cash and cash equivalents 
  at 12/31/97 & 12/31/96                      3,135,000      2,982,000

Cash and cash equivalents, 
  at 09/30/98 & 09/30/97                      1,973,000      2,152,000

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES

Net income(loss) for period ended 
  09/30/98 and 09/30/97                    $ (4,187,000)  $ (1,876,000)

 Adjustments to reconcile net income to
  Net cash provided by operating activities:      
  Depreciation and amortization               2,891,000      3,102,000
  Bad debt expense                               (4,000)       (11,000)
(Increase) decrease in assets:
   Accounts receivable                          566,000        529,000
   Interest receivable                                0         20,000
   Inventories                                 (135,000)        82,000
   Prepaid expenses                            (133,000)       (82,000)
   Other assets                                (186,000)       (65,000)
Increase (decrease) in liabilities:
   Accounts payable and accrued expenses     (1,082,000)    (1,022,000)
   Deferred Income Tax                         (213,000)    (1,127,000) 
     Total adjustments                        1,704,000      1,426,000

Net cash provided (used) by operating
 activities                                $ (2,483,000)  $   (450,000)

            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 September 30, 1998 was 
$746,000 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 uncollectible
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, 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
un-amortized 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.  Carry forwards of this credit, as well as the tax
effect of net operating loss carry forwards, 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 Statement 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:
                                      September 30,  December 31,
                                           1998        1997       

               Casino                   $ 233,000  $  512,000   
               Hotel                       38,000     277,000 
               Other                      209,000      60,000
                                          480,000     849,000
               Less allowance for
                  doubtful accounts        23,000      28,000
                                        $ 457,000  $  821,000

NOTE 3 - OTHER ASSETS

     Other assets consist of the following:

                                      September 30,  December 31,
                                           1998        1997       
 Expansion of gaming rights, less 
   accumulated amortization of
   $699,000 and $668,000               $  111,000  $  142,000
 Net investment in direct financing
   lease, net of current portion (Note 7) 111,000     143,000
 Leasehold costs, less accumulated
   amortization of $400,000 and
   $389,000                                39,000      50,000
 Investment in Fremont Street 
   Experience                             746,000     386,000
 Deposits and other                       583,000     714,000
                                       $1,590,000  $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:
                                        September 30, December 31,
                                              1998        1997      
       Salaries and Wages                  $ 766,000   $1,224,000
       Union back wages                       40,000       48,000
       Taxes, other than tax on income       307,000      396,000
       Other                                 608,000      390,000
                                          $1,721,000   $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
September 30, 1998.
           
NOTE 6 - LONG-TERM DEBT

Long-term debt consists of the following:
                                        September 30, 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).  22,750,000   20,520,000

Less current portion                         161,000      161,000
                                         $22,589,000  $20,359,000
                                                        
    Principal payments on long-term debt during the succeeding   
     five years are as follows:

            1998 (Remaining three months)     14,500 
            1999                             129,000     
            2000                             140,000      
            2001                             152,000      
            2002                             166,000
            2003                             180,000
            Thereafter                    21,968,500
                                         $22,750,000
              
    Maturities were calculated based upon interest rates in  
     effect at September 30, 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:
                                                        
                                       September 30,  December 31,
                                            1998          1997
    Land and Buildings                  $ 9,242,000    $9,242,000     
    Less accumulated amortization         8,749,000     8,617,000
                                        $   493,000    $  625,000
           
           
     The following is a schedule of future minimum lease payments
as of September 30, 1998.
          
     1998 (Remaining three months)      $   313,000
     1999                                 1,250,000
     2000                                 1,250,000
     2001                                   729,000     
     Total minimum lease payments         3,542,000     
     Less amount representing interest      619,000  
     Present value of net minimum
       lease pmts under capital leases    2,923,000 
     Less current portion                   818,000  
     Long-term obligations under 
     capital leases                     $ 2,105,000

           
SUBLEASES
           
   The bus depot property under a capital lease is sublet as      
     follows:
        
                                                
                                        September 30,  December 31,
                                            1998          1997
     Minimum future rents receivable    $   203,000    $  236,000 
     Less amount representing interest       33,000        50,000 
     Minimum future rents receivable        170,000       186,000 
     Less current portion (included in
        accounts receivable)                 43,000        43,000 
          Net investment in direct
            financing lease (See Note 3)$   127,000     $ 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 nine months of 1998, the Company contributed
$32,000 to this plan compared to a year ago when there were no
bonus contributions.
           
     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.  During 1998 there have
been no profit sharing plan contributions and it is anticipated
that there will be none.  Last year, there was $225,000 which was
accrued in the first nine months.
           
NOTE 9 - RELATED PARTIES
           
     On December 18, 1991, Exber, Inc., a 46.08% stockholder as
of September 30, 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 increased 
its loan from Exber, Inc. by a total of $1,483,000.The proceeds of
this borrowing were used to meet operational obligations and for
needed capital improvements.  During the first nine months of 1998,
the Company has borrowed an additional $2,000,000 from Exber, Inc.
to supplement its cash flows.  The outstanding balance of the note
at September 30, 1998 was $22,750,000.

     Exber, Inc. also leases 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 $1,973,000(4.8% of total
assets) at September 30, 1998 and $3,135,000 (6.9% of total assets)
at December 31, 1997. The ratio of current assets to current
liabilities was .8 to 1 at September 30, 1998 and .9 to 1 at
December 31, 1997.

     Long-term debt obligations, including current maturities were
$22,750,000 at September 30, 1998 and $20,520,000 at December 31,
1997.  Long-term debt obligations increased by $2,230,000 during
the nine months as the Company was forced to borrow funds from Exber,
Inc. the Company's majority shareholder, to meet normal operating
demands. 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. Based on this relationship with Exber, Inc., Management
has not, and does not deem necessary at this time, the need to seek
alternative forms of financing. Due to the structure of the Exber,
Inc. note and the existing principal balance, it is probable that
the Company will be required to re-negotiate the terms of the
agreement and extend the maturity date beyond the year 2006.

     As of September 30, 1998, outstanding receivables were $457,000
compared to $821,000 at December 31, 1997. The decline in
receivables is attributed to sharply lower hotel receivables at the
end of the period along with other recurring receivable fluctuations
caused by timing differences in reporting periods. Inventories of
food, beverage and shop items rose $135,000 from $267,000 to
$402,000 during the past nine months due to seasonal demands of the
operation.  Compared to the same period last year, inventories are
down $44,000 due to weaker business demands and the timing effect on
purchases.  Other assets increased by $155,000 in the past nine
months which is directly related to the investment in the Plaza
Experience, Inc. a partner in the Freemont Street Experience
partnership.  Accounts payable declined by $744,000 during the first
nine months of the year $2,745,000 to $2,001,000.The decline in
payables is attributed to timing differences in billing cycles and
reporting periods. Compared to the third quarter of 1997, accounts
payable liabilities are up $111,000 or 6% which is related to higher
trade payables at the end of the quarter.  Total accrued liabilities
and accrued expenses also declined compared to those reported in the
year ago period.  The primary cause for this discrepancy is due to
the profit sharing plan accrual in 1997 compared to this year when
no such accrual has been recorded.  Total stockholder equity declined
$4,213,000 during the first nine months of 1998.

RESULTS OF OPERATIONS

     The third quarter has been another difficult period for the
casino as net revenues declined $267,000 or 2.4% compared to the same
period in 1997. Gaming and hotel revenues continue to be negatively
impacted by the intense competition in the Las Vegas market for both
room and casino guests. Downtown casinos have been particularly
vulnerable to the increased competition in the Las Vegas Valley.

<PAGE>

PART 1. - FINANCIAL INFORMATION
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
 
     While downtown redevelopment efforts by the City of Las Vegas
have been unsuccessful to date, there is a high level of interest
by planners and City officials to revive the downtown corridor.
Current plans consist of a shopping area located downtown named
"Neonopolis" and at least two new government buildings are planned for
construction in the next couple of years.  While these plans may help,
it is management's opinion that the future of the Company's business
and that of downtown is dependent upon the development of the area 
west of downtown on Grand Central Parkway. Should the development of 
that area occur and be successful, the Company's hotel and casino is 
in the best location downtown to be the gateway to Fremont Street.

     For the quarter ended September 30, 1998, gaming revenues
declined $140,000 or 1.8%, and room revenues declined $54,000 or
2.0%.  Despite fewer hotel and casino guests, food and beverage 
operations managed to show a 1.3% gain in sales during the 
period.  These gains however are attributed to higher complimentary
sales occurring in the reporting period.  Food complimentary sales 
are up 14.0% for the year compared to cash sales which are up only 2.4%.
The Company's total promotional complimentary expense rose $76,000 in 
the quarter and are up $453,000 for the first nine months of the year.

     The Company's total operating expense fell $122,000 or 1.0% 
during the third quarter and are down $98,000 or 0.3% for the year.
Declines in general and administrative expenses represented
significantly all of the cost reduction as insurance, legal and
accounting costs were all below the amounts reported in 1997.  
Casino related expenses rose the most by climbing 4.8% or 
$504,000 when compared to the same period a year ago.  Higher casino 
payroll costs and increased departmental expenses reflect attempts 
to improve service in these departments and provide additional 
gaming options for our customers.  Essentially all other segments of 
our operation held costs in line with inflation or made improvements 
where possible.

     Despite the reduction in expenses during the quarter, the
Company reported a net operating loss of $1,745,000 compared to a
loss of $1,600,000 in the year ago period.  For the first nine months
of 1998, the Company had a net operating loss of $2,717,000 compared
to a loss of $1,379,000 last year.

     Overall, the Company reported a net loss for the third quarter
of $2,320,000 or $2.23 a share versus a net loss of $1,423,000 or
$1.87 a share in the year ago period. For the first nine months of 
1998, the Company had a net loss of $4,187,000 or $5.52 a share
compared to a net loss of $1,876,000 or $2.46 a share a year ago.


<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: October 31, 1998                /SS/ JOHN D. GAUGHAN
                                 JOHN D. GAUGHAN, President
           
           
           
           
Date: October 31, 1998                /SS/ LARRY DOLESH
                                 LARRY DOLESH,  Vice President 
                                    of Finance
           
           


Date: October 31, 1998                /SS/ JOHN P. JONES
                                 JOHN P. JONES,  Vice President &
                                    Treasurer           



Date: October 31, 1998                /SS/ ALAN J. WOODY
                                  ALAN J. WOODY, Controller                    
   






16


[ARTICLE]       5
<TABLE>
<S>                              <C>
[PERIOD-TYPE]                    9-MOS
[FISCAL-YEAR-END]                DEC-31-1998
[PERIOD-END]                     SEP-30-1998
[CASH]                               1973000
[SECURITIES]                               0
[RECEIVABLES]                         457000
[ALLOWANCES]                               0
[INVENTORY]                           402000
[CURRENT-ASSETS]                     3747000
[PP&E]                             101200000
[DEPRECIATION]                      65224000
[TOTAL-ASSETS]                      41313000
[CURRENT-LIABILITIES]                4701000
[BONDS]                             22589000
[PREFERRED-MANDATORY]                      0
[PREFERRED]                                0
[COMMON]                              750000
[OTHER-SE]                           9118000
[TOTAL-LIABILITY-AND-EQUITY]        41313000
[SALES]                              7258000
[TOTAL-REVENUES]                    41106000
[CGS]                               10928000
[TOTAL-COSTS]                       21942000
[OTHER-EXPENSES]                     8164000
[LOSS-PROVISION]                       29000
[INTEREST-EXPENSE]                   1688000
[INCOME-PRETAX]                     (4400000)
[INCOME-TAX]                         (213000) 
[INCOME-CONTINUING]                 (4187000)
[DISCONTINUED]                             0
[EXTRAORDINARY]                            0
[CHANGES]                                  0
[NET-INCOME]                        (4187000)
[EPS-PRIMARY]                       (   5.52)
[EPS-DILUTED]                       (   5.52)
</TABLE>



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