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>