UNION PLAZA HOTEL & CASINO INC
10-Q, 1999-05-14
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, 1999
           
           
                  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, 1999
          $.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
April 30, 1999

<PAGE>



                 PART 1. - Financial Information

Item 1.    Financial Statements








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

                      MARCH 31, 1999 AND DECEMBER 31, 1998










<PAGE>

        











      UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEET
[CAPTION]              
               MARCH 31, 1999 AND DECEMBER 31, 1998
           
                            ASSETS
                                     
                                   MARCH 31,    DECEMBER 31,
                                      1999            1998
[S]                             [C]             [C]
Current Assets:
 Cash                           $  2,803,000    $  3,228,000     
 Accounts receivable                 749,000         809,000
 Inventories of food, beverage
   and supplies                      396,000         283,000
 Prepaid expense                   1,064,000         999,000

Total current assets               5,012,000       5,319,000
           
Property and equipment:
 Land                              7,012,000       7,012,000
 Buildings                        58,856,000      56,854,000
 Leasehold improvements            3,514,000       3,514,000
 Furniture and equipment          33,985,000      33,950,000
                                 101,367,000     101,330,000
                                                   
 Less accumulated depreciation                        
  and amortization                66,862,000      66,064,000

Net property and equipment        34,505,000      35,266,000

 Other assets                        787,000         954,000

           
           
           
                                $ 40,304,000    $ 41,539,000     
     
           
           
           
              






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

         
                                                   
                                        MARCH 31,    DECEMBER 31,
                                          1999           1998
[S]                                   [C]           [C]
Current liabilites:
  Accounts payable                    $ 1,807,000   $ 2,472,000
  Accrued liabilities                   1,815,000     2,162,000
  Current portion of long-term debt     7,106,000     7,106,000 
  Current portion of obligations under
   capital leases                         937,000       937,000
        Total current liabilities      11,665,000    12,677,000

Long-term debt, less current portion   18,794,000    18,394,000
Obligations under capital leases, less
 current portion                        1,548,000     1,770,000
  
Deferred income taxes                     394,000       394,000

                                       32,401,000    33,235,000

Commitments and contingencies
           
           
Stockholders' equity:
 Common stock, $.50 par value; authorized
   20,000,000 shares; issued 1,500,000
   shares; Outstanding 757,419 shares at
   December 31, 1998 and 757,419 shares
   at March 31, 1999.                     750,000       750,000
Additional paid-in capital              5,462,000     5,462,000
Retained earnings                      25,588,000    15,989,000
                                       21,800,000    22,201,000
Less treasury stock, at cost, 742,581
 shares at December 31, 1998 and 742,581
 shares at March 31, 1999.             13,897,000    13,897,000 

           Total stockholders' equity   7,903,000     8,304,000
                                      $40,304,000   $41,539,000









            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, 1999 AND 1998

          
                                      1999                   1998     
[S]                                [C]                    [C]
Revenues:
  Casino                           $  8,539,000           $ 8,981,000 
  Food and Beverage                   2,656,000             2,597,000
  Rooms                               3,033,000             2,852,000
  Other                                 627,000               540,000
           
   Gross revenues                    14,855,000            14,970,000
  Less promotional complimentaries    2,138,000             2,145,000

   Net revenues                      12,717,000            12,825,000

Operating expenses:
 Casino                               3,642,000             3,661,000
 Food and Beverage                    3,752,000             3,693,000
 Rooms                                1,421,000             1,436,000
 General & Administrative             1,063,000             1,058,000
 Entertainment                          119,000               121,000
 Advertising & Promotion                 30,000                 5,000
 Utilities & Maintenance              1,344,000             1,254,000
 Depreciation & Amortization            799,000               960,000
 Provisions for Doubtful Accts.          14,000                10,000
 Other Costs and Expenses               352,000               337,000

   Total operating expenses          12,536,000            12,535,000

   Operating income/(loss)              181,000               290,000

Other income (expense):
 Interest Income                          1,000                 1,000
 Interest Expense                      (582,000)             (556,000)

   Total other income (expense)        (581,000)             (555,000)

Income before income taxes             (400,000)             (265,000)
Income taxes                              -0-                 (90,000)

Net income/(loss)                      (400,000)             (175,000)    

Earnings/(loss) per common share   $      (0.53)          $     (0.23)
           
            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, 1999 AND 1998
       
     
INCREASE IN CASH AND CASH EQUIVALENTS
                                                1999         1998 
[S]                                        [C]            [C]
Cash flows from operating activities:
 Cash received from customers              $ 12,696,000   $ 12,959,000
 Cash paid to suppliers and employees       (12,680,000)   (12,648,000)
 Interest received                                1,000          1,000
 Interest paid                                 (582,000)      (556,000)
 Income taxes paid                                 0          (197,000)
   Net cash provided by operating activities   (565,000)      (441,000)

Cash flows from investing activities:
 Proceeds from sale of property & equipment        0             2,000
 Purchase of property and equipment             (38,000)       (63,000)
   Net cash used in investing activities        (38,000)       (61,000)

Cash flows from financing activities:
 Proceeds from note payable to Stockholder      425,000        500,000
 Principal payments on capital lease           (222,000)      (194,000)
 Principal payments on long-term debt           (25,000)       (40,000)
   Net cash used in financing activities        178,000        266,000

Net increase (decrease) in cash and
  cash equivalents                             (425,000)      (236,000)
Cash and cash equivalents 
  at 12/31/98 & 12/31/97                      3,228,000      3,135,000

Cash and cash equivalents, 
  at 3/31/99 & 3/31/98                        2,803,000      2,899,000

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES

Net income(loss) for period ended 
  3/31/99 and 3/31/98                      $   (400,000)  $   (175,000)

 Adjustments to reconcile net income to
  Net cash provided by operating activities:      
  Depreciation and amortization                 807,000        968,000
  Gain on sale of assets                         10,000         (2,000)
(Increase) decrease in assets:
   Accounts receivable                           50,000        343,000
   Inventories                                 (113,000)      (141,000)
   Prepaid expenses                             (65,000)      (199,000)
   Other assets                                 159,000        142,000
Increase (decrease) in liabilities:
   Accounts payable and accrued expenses     (1,013,000)    (1,090,000)
   Deferred Income Tax                             0          (287,000) 
     Total adjustments                         (165,000)      (266,000)

Net cash provided (used) by operating
 activities                                $   (565,000)  $   (441,000)


            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 December 31, 1998 was 
zero as the Company withdrew from the Fremont Street Experience
and has been released of all liability.  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,
                                           1999        1998       

               Casino                  $  239,000  $  516,000   
               Hotel                      280,000     225,000 
               Other                      255,000      83,000
                                          774,000     824,000
               Less allowance for
                  doubtful accounts        25,000      15,000
                                       $  749,000  $  809,000
NOTE 3 - OTHER ASSETS

     Other assets consist of the following:
                                         March 31,  December 31,
                                           1999        1998       
 Expansion of gaming rights, less 
   accumulated amortization of
   $719,000 and $709,000               $   91,000  $  101,000
 Net investment in direct financing
   lease, net of current portion (Note 7)  82,000      94,000
 Leasehold costs, less accumulated
   amortization of $408,000 and
   $404,000                                31,000      35,000
 Deposits and other                       583,000     724,000
                                       $  787,000  $  954,000
<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,
                                              1999        1998      
       Salaries and Wages                 $  756,000   $1,267,000
       Union back wages                       40,000       40,000
       Taxes, other than tax on income       356,000      343,000
       Other                                 663,000      512,000
                                          $1,815,000   $2,162,000
           
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, 1999.
           
NOTE 6 - LONG-TERM DEBT

Long-term debt consists of the following:
                                            March 31, December 31,
                                              1999        1998
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).  25,900,000   25,500,000

Less current portion                       7,106,000    7,106,000
                                         $18,794,000  $18,394,000
                                                        
    Principal payments on long-term debt during the succeeding   
     five years are as follows:

            1999 (Remaining nine months)   7,106,000     
            2000                             491,000      
            2001                             530,000      
            2002                             573,000
            2003                             619,000
            Thereafter                    16,581,000
                                         $25,900,000
              
    Maturities were calculated based upon interest rates in  
effect at March 31, 1999. 
<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,
                                            1999          1998
    Land and Buildings                  $ 9,242,000    $9,242,000     
    Less accumulated amortization         8,837,000     8,793,000
                                        $   405,000    $  449,000
           
           
     The following is a schedule of future minimum lease payments
as of March 31, 1999.
          
     1999 (Remaining nine months)       $   938,000
     2000                                 1,250,000
     2001                                   729,000     
     Total minimum lease payments         2,917,000     
     Less amount representing interest      432,000  
     Present value of net minimum
       lease pmts under capital leases    2,485,000 
     Less current portion                   937,000  
     Long-term obligations under 
     capital leases                     $ 1,548,000

           
SUBLEASES
           
   The bus depot property under a capital lease is sublet as      
     follows:
        
                                                
                                          March 31,    December 31,
                                            1999           1998
     Minimum future rents receivable    $   154,000      $ 170,000 
     Less amount representing interest       23,000         27,000 
     Minimum future rents receivable        131,000        143,000 
     Less current portion (included in
        accounts receivable)                 49,000         49,000 
          Net investment in direct
            financing lease (See Note 3)$    82,000      $  94,000
 
<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 three months of 1999, there were no
bonus contributions as compared to the same period last year
when $32,000 was contributed.
           
     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 1999 there have
been no there have been no profit sharing plan contributions and
it is anticipated that there will be none.  Last year, there was
$25,000 which was accrued in the first three months but was never
contributed.
           
NOTE 9 - RELATED PARTIES
           
     On December 18, 1991, Exber, Inc., a 46.08% stockholder as
of March 31, 1999, 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 and during 1998 did the same, 
increasing the note to $25,500,000.  During the first quarter 
of 1999, the Company borrowed an additional $400,000 from Exber, 
Inc. to supplement its cash flows. The outstanding balance of
the note at March 31, 1999 was $25,900,000.

     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 $2,803,000
(7.0% of total assets) at March 31, 1999 and $3,228,000
(7.8% of total assets) at December 31, 1998. The ratio of current
assets to current liabilities was .4 to 1 at March 31, 1999
and .4 to 1 at December 31, 1998.

     Long-term debt obligations, including current maturities were
$25,900,000 at March 31, 1999 and $25,500,000 at December 31, 1998.
The Company borrowed an additional $400,000 during the first
quarter in order to meet normal operating demands. The funds
were borrowed from Exber, Inc., the Company's majority shareholder.
Exber, Inc. continues to provide the Company with operating cash as
needed to meet normal obligations.  Due to the additional borrowing
over the past several years it is apparent that the Company will
not be able to meet its current obligations to Exber, Inc. this year.
Therefore, the Company plans to renegotiate the terms of the note
before the end of 1999.  Due to the relationship the Company has
with Exber, Inc. it does not expect to have any difficulties in
negotiating new terms to the loan agreement with them.

     As of March 31, 1999, outstanding receivables were $749,000
compared to $809,000 at December 31, 1998. 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 of food,
beverage and shop items rose $113,000 from $283,000 to $396,000
which compares to inventories on hand during the same period last
year.  Accounts payable declined by $665,000 during the quarter 
from $2,472,000 to $1,807,000.  The decline in payables is 
attributed to timing differences in billing cycles and reporting
periods.  Compared to the first quarter of 1998, accounts payable
liabilities were down $200,000 as trade payables decreased $350,000
and other accounts payable increased $150,000.  Total accrued 
liabilities and accrued expenses increased $100,000 as the Company
is anticipating higher group insurance claims over the next 
couple of months. 

RESULTS OF OPERATIONS

The first quarter of 1999 proved to be another difficult period for 
the Company as net revenues declined 2.6% or $347,000 compared to the
same period one year ago.  The first quarter decline is attributed
to a $442,000 decline in gaming revenues.  Table game win fell 
$294,000 despite an increase of $1.0 million in table drop as the win
percentage fell three percent from 15.1% a year ago to 12.1% in the
most recent quarter.  More significantly, slot machine handle fell $3.8 
million or 9.0% in the quarter and the win to handle percentage fell
 .2% from 4.9% to 4.7%. 

Despite the overall decline in gaming revenues there were some positive
results reported in the quarter.  Room revenues rose $181,000 or 6.4%
on higher room occupancy levels and a higher average room rate and the
race and sports book reported a $70,000 increase in revenue despite a
6.7% decline in handle.  Food and beverage revenues rose $59,000
while serving the same number of guests in the quarter reflecting
higher menu prices in the Company's Diner restaurant.  

Total operating expenses remained unchanged from a year ago despite 
a $90,000 increase in maintenance expense for property wide 
refurbishments.  Food and beverage expenses rose $59,000 due to
higher cost of sales expense in each area.  The higher food and 
beverage costs are the result of the aggressive pricing strategy the
Company used for promotional offerings.  These higher expenses were
offset by lower depreciation and amortization expense of $161,000.

Looking forward, the Company is more optimistic about the prospects of
its gaming business.  The Company has recently embarked on an 
aggressive strategy to modernize the gaming equipment on the property
and to revitalize the casino area.  The Company is working on several
projects that are aimed at increasing efficiencies and improving 
service in the casino.  Many of the improvements are scheduled to be
completed in the next two quarters and the results of the campaign
should be reflected in the results reported throughout the remainder
of the year.

<PAGE>

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

 

     Overall, the Company reported operating income of $181,000 in 
quarter versus $290,000 reported in the first quarter of 1998.  
Interest expense rose $26,000 to $582,000 compared to last year 
causing the Company's net loss to expand to $400,000 compared to
$175,000 reported a year ago.  On a per share basis, the loss was
$.53 in 1999 versus a loss of $.23 in 1998.


PRIVATE SECURITIES LITIGATION REFORM ACT

The Pricate Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking statements.  Certain information
included in this 10-Q and other materials filed by the Company
with the Securities and Exchange Commission contains statements
that are forward-looking, such as statements relating to plans
for capital spending, financing sources, and effects of 
regulation and competition.  Such forward-looking statements
involve important risks and uncertainties that could 
significantly affect anticipated results in the future, and 
accordingly, actual results may differ materially from those
expressed in any forward-looking statements made by or on behalf
of the Company.

YEAR 2000 ISSUES

The Company is currently in the testing phase of its computer
systems to be certain that these systems will be functional
at the turn of the century.  Additionally, the Company is
preparing to draft letters to the key vendors to gain 
assurances that their systems will function properly and not 
cause any disruptions in its operations.  The Company is 
confident that its primary computer system will not be affected
by the year 2000 date issue.

<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 13, 1999                   /S/ JOHN D. GAUGHAN
                                 JOHN D. GAUGHAN, President
           
           
           
           
Date: May 13, 1999                   /S/ LARRY DOLESH
                                 LARRY DOLESH,  Vice President 
                                    of Finance
           
           


Date: May 13, 1999                   /S/ JOHN P. JONES
                                 JOHN P. JONES,  Vice President &
                                    Treasurer           



16

[ARTICLE]     5
<TABLE>
<S>                         <C> 
[PERIOD-TYPE]                  3-MOS
[FISCAL-YEAR-END]              DEC-31-1999
[PERIOD-END]                   MAR-31-1999
[CASH]                         2803000                        
[SECURITIES]                         0
[RECEIVABLES]                   749000
[ALLOWANCES]                         0
[INVENTORY]                     396000
[CURRENT-ASSETS]               5012000  
[PP&E]                       101367000
[DEPRECIATION]                66862000
[TOTAL-ASSETS]                40304000
[CURRENT-LIABILITIES]         11665000
[BONDS]                       18794000
[PREFERRED-MANDATORY]                0 
[PREFERRED]                          0
[COMMON]                        750000
[OTHER-SE]                     7153000
[TOTAL-LIABILITY-AND-EQUITY]  40304000
[SALES]                        2656000
[TOTAL-REVENUES]              14855000
[CGS]                          3752000
[TOTAL-COSTS]                  7350000
[OTHER-EXPENSES]               2495000
[LOSS-PROVISION]                 14000
[INTEREST-EXPENSE]              582000
[INCOME-PRETAX]                (400000) 
[INCOME-TAX]                         0
[INCOME-CONTINUING]            (400000)
[DISCONTINUED]                       0
[EXTRAORDINARY]                      0
[CHANGES]
[NET-INCOME]
[EPS-PRIMARY]
[EPS-DILUTED]
</TABLE>


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