UNION PLAZA HOTEL AND CASINO, INC.
1 Main Street
Las Vegas, NV 89101
April 30, 2003
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.
/s/ ALAN J. WOODY
Alan J. Woody, Chief Financial Officer
10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 2003.
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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [ X ]
As of April 25, 2003, 757,419 shares of common stock were outstanding.
Class of common stock par value is $.50
UNION PLAZA HOTEL AND CASINO, INC.
QUARTERLY REPORT ON FORM 10-Q
For The Period Ended March 31, 2003
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets at March 31, 2003 and December 31,2002 . . . 3
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . 5
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . 9
Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . 12
PART II. OTHER INFORMATION
Item 6. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Certifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
UNION PLAZA HOTEL AND CASINO, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
MARCH 31, DECEMBER 31,
2003 2002
Current Assets:
Cash and cash equivalents $ 5,825,000 $ 4,451,000
Accounts receivable 1,035,000 787,000
Inventories of food, beverage
and supplies 459,000 497,000
Prepaid expense 1,037,000 851,000
Total current assets 8,356,000 6,586,000
Property and equipment:
Land 7,012,000 7,012,000
Buildings 48,325,000 48,122,000
Leasehold improvements 3,566,000 3,566,000
Furniture and equipment 27,190,000 27,027,000
Construction in Progress 0 60,000
86,093,000 85,787,000
Less accumulated depreciation
and amortization 54,611,000 53,658,000
Net property and equipment 31,482,000 32,129,000
Other assets 367,000 367,000
$ 40,205,000 $ 39,082,000
The accompanying notes are an integral
part of these financial statements
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
MARCH 31, DECEMBER 31,
2003 2002
Current liabilities:
Accounts payable $ 2,428,000 $ 2,703,000
Accrued liabilities 2,631,000 2,683,000
Short term contracts payable 33,000 111,000
Current portion of obligations under
capital leases 395,000 348,000
Total current liabilities 5,487,000 5,845,000
Long-term debt, less current portion 32,900,000 32,900,000
Obligations under capital leases, less
current portion 1,243,000 1,247,000
39,630,000 39,992,000
Commitments and contingencies
Stockholders' equity: (deficit):
Common stock, $.50 par value; authorized
20,000,000 shares; issued 1,500,000
shares; Outstanding 757,419 shares at
December 31, 2002 and 757,419 shares
at March 31, 2003. 750,000 750,000
Additional paid-in capital 5,462,000 5,462,000
Retained earnings 8,260,000 6,775,000
14,472,000 12,987,000
Less treasury stock, at cost, 742,581
shares at December 31, 2002 and
742,581 shares at March 31, 2003. 13,897,000 13,897,000
Total stockholders' equity (deficit) 575,000 (910,000)
$ 40,205,000 $ 39,082,000
The accompanying notes are an integral
part of these financial statements.
UNION PLAZA HOTEL AND CASINO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(Unaudited)
2003 2002
Revenues:
Casino $ 10,255,000 $ 9,997,000
Food and Beverage 2,595,000 2,681,000
Rooms 3,081,000 3,046,000
Other 490,000 554,000
Gross revenues 16,421,000 16,278,000
Less promotional complimentaries 1,790,000 1,960,000
Net revenues 14,631,000 14,318,000
Operating expenses:
Casino 4,867,000 5,143,000
Food and Beverage 1,982,000 2,060,000
Rooms 1,105,000 912,000
General and administrative 1,740,000 1,753,000
Entertainment 68,000 103,000
Advertising and promotion 348,000 345,000
Utilities and maintenance 1,455,000 1,417,000
Depreciation and amortization 953,000 963,000
Provisions for doubtful account 14,000 5,000
Other costs and expenses 266,000 299,000
Total operating expenses 12,798,000 13,000,000
Operating income 1,833,000 1,318,000
Other income (expense):
Gain on sale of assets 27,000 3,000
Interest income 1,000 9,000
Interest expense (376,000) (407,000)
Total other expense (348,000) (395,000)
Income before income taxes $1,485,000 $923,000
Income Taxes - -
Net Income $1,485,000 $923,000
Earnings per common share $1.96 $1.22
The accompanying notes are an integral
part of these financial statements
UNION PLAZA HOTEL AND CASINO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(Unaudited)
2003 2002
Cash flows from operating activities:
Cash received from customers $ 14,383,000 $ 14,200,000
Cash paid to suppliers and employees (12,439,000) (11,391,000)
Interest received 1,000 9,000
Interest paid (257,000) (407,000)
Net cash provided by operating activities 1,688,000 2,411,000
Cash flows from investing activities:
Proceeds from sale of property and equipment 27,000 3,000
Purchase of property and equipment (175,000) (211,000)
Net cash used in investing activities (148,000) (208,000)
Cash flows from financing activities:
Principal payments on short term contracts (78,000) (82,000)
Principal payments on capital lease (88,000) (120,000)
Net cash used in financing activities (166,000) (202,000)
Net increase in cash and
cash equivalents 1,374,000 2,001,000
Cash and cash equivalents,
at 12/31/02 and 12/31/01 4,451,000 3,552,000
Cash and cash equivalents,
at 03/31/03 and 03/31/02 5,825,000 5,553,000
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES
Net profit for period ended
03/31/03 and 03/31/02 $ 1,485,000 $ 923,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 953,000 963,000
Gain (loss) on sale of assets (27,000) (3,000)
Provision for doubtful accounts 14,000 5,000
(Increase) decrease in assets:
Accounts receivable (262,000) (123,000)
Inventories 38,000 44,000
Prepaid expenses (186,000) 3,000
Other assets 0 4,000
Increase in liabilities:
Accounts payable (275,000) 514,000
Accrued expenses (52,000) 81,000
Total adjustments 203,000 1,488,000
Net cash provided by operating
activities $ 1,688,000 $ 2,411,000
The accompanying notes are an integral
part of these financial statements
UNION PLAZA HOTEL AND CASINO, INC.
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. - 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.
In our opinion, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the results
of our operations and cash flows for the three month periods ended
March 31, 2003 and 2002. We suggest reading this report in
conjunction with our audited consolidated financial statements
included in the Annual Report on Form 10-K for the year ended
December 31, 2002. The operating results and cash flows for the
three month periods ended March 31, 2003 and 2002 are not necessarily
indicative of the results that will be achieved for the full year
or future periods.
Note 2. - 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. The weighted average number of shares outstanding
was 757,419 during the three months ended March 31, 2003 and March 31,
2002.
Note 3. - Employee Benefit Plans
The Company contributes to a discretionary executive bonus
plan. During the first three months of 2003, the Company authorized
and distributed $262,000 according to this plan compared to a year
ago when $172,000 was authorized. 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.
There have been no profit sharing plan contributions since 1996 it
is anticipated that there will be none in the foreseeable future.
NOTE 4. - Selected Related Party Transactions
The related party note payable of $32,900,000, as more
fully described in Note 6, is payable to Exber, Inc., a 51.03%
stockholder of the Company. Interest expense on this note was
$345,000 and $392,000 for the three months ended March 31,
2003 and 2002, respectively. In addition, the Company has a
line of credit for $1,000,000 with Exber, Inc. to be used for
normal operating requirements as needed. As of March 31,
2003 and December 31, 2002, the outstanding balance was $0.
The Company leases hotel and bus depot property
from Exber, Inc. on a month-to-month basis under an
operating lease that commenced on July 1, 2001, with monthly
payments of $104,000. The Company paid a total of $313,000
during each of the three months ended March 31, 2003 and 2002.
During 2003 and 2002, the Company also financed various
equipment purchases through Exber, Inc. that have been
classified as capital leases. At March 31, 2003, capital
leases included $1,638,000, not including interest, payable to Exber,
Inc. Interest paid to Exber, Inc. on these capital leases during
each of the three months ended March 31, 2003 and 2002 was $31,000
and $12,000 respectively.
UNION PLAZA HOTEL AND CASINO, INC.
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.)
Note 5. - 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.
Note 6. - Long-Term Debt
Long-term debt consists of the following:
March 31, December 31,
2003 2002
Related party note, as amended, payable
in monthly payments of interest only at
prime not to exceed 12%, until January
1, 2005, at which time the entire
balance plus interest is due.
The note is secured by a First Deed of
Trust on land and buildings. The
effective rate of interest at
March 31, 2003 is 4.25%. $32,900,000 $32,900,000
$32,900,000 $32,900,000
Note 7. - Supplemental Cash Flows Information
March 31, March 31,
2003 2002
Supplemental schedule of non cash
investing and financing activities:
Equipment acquired by direct financing $ 131,000 $ 67,000
Item 2. - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
Net revenues at the Company's hotel and casino increased
$313,000 or 2.2% during the first quarter of 2003 compared to
the same period a year ago. Revenues from gaming operations
increased 2.6% or $258,000 reflecting improved slot machine win
and increased win from the sports book. Room revenues increased 1.1%
or $35,000 for the first quarter as the result of a slight
improvement in room occupancy levels combined with a slightly
higher average daily room rate. Food and beverage sales declined
3.2% or $86,000 which is attributed to 38,000 fewer covers in the
Company's restaurants combined with $27,000 fewer complimentary
drinks served from the bars. Promotional complimentaries were
$1,790,000 during the first three months of 2003 compared to
$1,960,000 in the first quarter of 2002. Management continues to
focus on using the computerized player management system to
properly evaluate customers and to ensure that those customers
deserving complimentary rooms, meals and beverages receive those
benefits for their patronage. The system allows Management to
tier offers to meet a wide range of customers with fewer costs.
Operating expenses declined $202,000 or 1.6% in the first
quarter as the result of many cost-cutting efforts implemented by
management, and still in place, since the tourism slowdown that
followed September 11, 2001 and the nation's war with Iraq. Management
has been very diligent to ensure payroll reductions and other
savings that were gained immediately following the terrorist attacks
remain constant. During the past two years, Management has utilized
industry ratios and other benchmarks as targets for improvements in
personnel costs.
For the first three months of 2003, personnel costs
were down $324,000 from the same period in 2002 and lower by
$655,000 compared to 2001. Another key area of improvement is the
reduction of food and beverage product costs. Management has
focused on the reduction of inventories in the food and beverage
department that has helped reduce waste costs and has provided for
tighter control on that inventory. Food and beverage cost-of-sales
as a percentage of sales has improved significantly over the past two
years as a result of the inventory improvements combined with
centralized purchasing of product. New point-of-sale terminals
linked to a modernized liquor dispensing system are being
installed at the Company's bars and they are expected to have a
significant impact on beverage pour costs. Casino related costs
decreased 5.4% or $276,000 reflecting payroll related savings
in most gaming areas. Room related costs rose 21.2% or $193,000
during the quarter due partially to the increase in union health
and pension benefits incurred in June of last year. The hotel also
paid slightly more this year for laundry outsourcing compared to
in-house linen service a year ago and spent more on uniform
replacements for the period.
Overall, the Company reported net operating income of
$1,833,000 for the first quarter compared to an operating
income of $1,318,000 in last year's quarter. Total other expense
declined by $47,000 or 11.9% reflecting a lower effective rate of
interest on the Company's first mortgage debt. As a result of these
factors the Company's net income in the first quarter of 2003 was
$1,485,000 compared to net income of $923,000 in the comparable
quarter one year ago. On a per share basis, net income was $1.96
per share versus $1.22 a year ago.
Liquidity and Capital Resources
At March 31, 2003, the Company's primary source of liquidity
was $5,825,000 in cash and cash equivalents and a $1,000,000 letter of
credit secured by the Company's majority shareholder. Cash accounted
for 14.5% of total assets at March 31, 2003 compared to 11.4% or
$4,451,000 at December 31, 2002. The ratio of current assets to current
liabilities was 1.5 to 1 at March 31, 2003 compared to 1.1 to 1 at
December 31, 2002. Accounts receivable increased 31.5% or $248,000
in the first three months reflecting a rise in room bookings from the
Company's traditional travel suppliers along with bookings from
internet room booking services.
Item 2. - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Liquidity and Capital Resources (continued)
Casino related receivables declined by $44,000 or 17.4% since
December 2002 due primarily to the usually high number of credit
extensions associated with New Year's weekend. Prepaid expenses were
$1,037,000 at March 31, 2003, up from $851,000 at December 31, 2002.
Prepaid gaming tax and licenses increased nearly $140,000 in the first
quarter and prepaid property taxes were up $94,000 reflecting timing
differences of the payments made.
Accounts payable declined 10.2% or $275,000 during March of 2003
due primarily to the timing of the monthly Culinary Union insurance
payment. Long-term debt, short-term contracts payable and obligations
under capital leases(including current term portions) were
$34,571,000 at March 31, 2003 compared to $34,606,000 at December 31,
2002. The moderate change in debt obligations reflects additional
short-term slot contracts entered into, offset by monthly installments
applied towards those purchases.
As a result of the factors mentioned above, first quarter 2003
operating cash flow was $1,688,000 compared to $2,411,000 reported a
year ago. Management expects the cash generated by operations, along
with financing provided by Exber, Inc., will provide the adequate
liquidity to meet the future needs of the business. The Company
considers the financial stability of its majority shareholder to be
a source of capital for future investment in equipment and funding for
operations when needed. These factors considered, management believes
that its capital resources and those available to it should be adequate
to meet its anticipated requirements.
Contractual Obligations
Payments Due By Period
Less Than 1 More Than 5
Total Year 1-3 Years 3-5 Years Years
Long-Term $32,900,000 $ - $ - $32,900,000 $ -
Debt
Capital
Lease
Obligations 1,903,000 513,000 1,021,000 369,000 -
Operating - - - - -
Leases
Purchase
Obligations - - - - -
Other Long-Term
Liabilities - - - - -
Total $34,803,000 $513,000 $1,021,000 $33,269,000 $ -
Recent Developments
On December 6, 2002, the Company; the Plaza Subsidiary; Exber,
Inc., a Nevada corporation ("Exber"); Gaughan South Corp., a Nevada
corporation ("Gaughan South"); and Barrick Corporation, a Nevada
corporation ("Barrick") entered into an Agreement of Purchase and Sale
(the "Purchase Agreement"). The Purchase Agreement contemplates that
the Company, the Plaza Subsidiary, Exber and Gaughan South will sell
to Barrick the assets, with certain exceptions, associated with the
Las Vegas Club Hotel and Casino, Plaza Hotel and Casino, Gold Spike
Hotel and Casino, and Western Hotel and Casino, including the
Ambassador Hotel. The aggregate cash purchase price to be paid by
Barrick is $82 million, of which $55.5 million is allocated under the
Purchase Agreement to the Plaza Hotel and Casino and the associated
personal property.
Item 2. - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Recent Developments (continued)
Amounts paid to the Company in respect of the Purchase Agreement are
subject to the existing obligations of the Company not assumed by
Barrick (totaling approximately $45,000,000 at April 30, 2003). Such
obligations must be paid out of the proceeds from the sale before
any funds will be available to the stockholders in any liquidation
event. As the primary lender to the Company, Exber will be
paid a substantial amount of the funds paid in repayment of the
Company's indebtedness. The Purchase Agreement provides that, with
certain exceptions, Barrick will hire the employees of the sellers on
terms and conditions comparable to those of the respective sellers as
of December 6, 2002, or on the terms and conditions of applicable
collective bargaining agreements.
Exber operates the Western Hotel and Casino, Ambassador Hotel,
and Las Vegas Club Hotel & Casino and is the owner of record of
approximately 51.0% of the Company's outstanding capital stock.
Gaughan South operates the Gold Spike Hotel & Casino. Mr. John D.
Gaughan is a director, Chairman of the Board, Chief Executive and
Operating Officer, President, and the beneficial owner (as the trustee
and sole beneficiary of the Gaughan 1993 Marital Trust and controlling
stockholder of Exber) of approximately 65.1% of the Company's outstanding
capital stock. Mr. Gaughan is a director, President and beneficial
owner (as the trustee and sole beneficiary of the Gaughan 1993 Survivors
Trust and the Gaughan 1993 Marital Trust) of approximately 71.6% of the
outstanding capital stock of Exber. Mr. Gaughan is a director,
President and record owner of 100% of the outstanding capital stock
of Gaughan South.
Consummation of the sale is subject to a number of significant
conditions, including without limitation:
Receipt of the approval by the Company's stockholders of the sale of
substantially all of the property and assets of the Plaza Subsidiary
pursuant to the Purchase Agreement;
Receipt of all necessary approvals by the Nevada gaming authorities,
gaming licenses and liquor licenses, and
The expiration or termination of any applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
There can be no assurance that the conditions to the sale will be
satisfied or that the sale will be consummated. However, Exber and the
Gaughan 1993 Marital Trust have entered into an agreement pursuant to
which each has agreed to vote for the approval of the sale of assets
pursuant to the Purchase Agreement. The Company currently intends to
consider the adoption of a plan of liquidation to follow the closing of
the sale of assets pursuant to the Purchase Agreement.
The foregoing description of the Purchase Agreement is qualified in
its entirety by reference to the Purchase Agreement, a copy of which is
filed as Exhibit 2.1 to the Company's Current Report of Form 8-K dated
December 12, 2002 (the "Form 8-K") and incorporated herein in its entirety
by reference, and the press release dated December 9, 2002 issued by the
Company, a copy of which is attached as Exhibit 99.1 to the Form 8-K and
incorporated herein in its entirety by reference.
Since the announcement of the Purchase Agreement, the following
developments have occurred:
Item 2. - Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Recent Developments (continued)
1. Barrick has advised the Company that Barrick has filed applications
with the Nevada Gaming Authorities and Licensing "Nevada" for the necessary
approvals to the Purchase Agreement and the transactions intended thereunder.
The Company cannot give any assurances when the investigation will be completed
or whether, if complete, Barrick will receive the necessary approvals
required under the Purchase Agreement.
2. The Company and Barrick are in the process of filing the appropriate
documents required under the Hart-Scott-Rodino Antitrust Improvements
Act and expect to have those documents filed during the second calendar
quarter of 2003.
The Company has not yet scheduled a meeting of stockholders to
request approval of the stockholders for the Purchase Agreement. The
Company intends to schedule the meeting of stockholders once it receives
an indication that the Nevada Gaming Authorities are nearing completion
of the required investigations of Barrick and the transaction.
ITEM 4. - CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are
designed to ensure that the information required to be disclosed in
our Exchange Act reports is recorded, processed, summarized, reviewed,
and reported within the time periods specified in the SEC's rules and
forms. Disclosures of such information is communicated to management
of the Company, including the chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. As a result,
management was required to apply its judgment in evaluating the cost-
benefit relationship of possible controls and procedures.
Within 90 days prior to the date of this report, we carried out
an evaluation, under the supervision and with the participation of our
management, including our chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our chief
executive officer and chief financial officer concluded that the
Company's disclosure controls and procedures were effective.
Since the last report filed on behalf of the Company, there have
not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to
the date of the evaluation described above. Members of management
determined that there were no significant deficiencies or material
weaknesses, and therefore no corrective actions were taken.
PART II. - OTHER INFORMATION
Item 6. - Exhibits
(a) Exhibits
10.04 NEC Telephone System Lease
10.05 Perconta Slot Redemption Equipment Lease
99.01 Certifications Pursuant to 18 U.S.C Section 1350
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: April 30, 2003 /S/ JOHN D. GAUGHAN
JOHN D. GAUGHAN, Chief
Executive Officer
Date: April 30, 2003 /S/ ALAN J. WOODY
ALAN J. WOODY, Chief
Financial Officer
CERTIFICATION
I, John D. Gaughan, certify that:
1. I have reviewed this quarterly report on Form 10-Q
of Union Plaza Hotel and Casino, Inc.;
2. Based on my knowledge, this quarterly report does
not contain any untrue statement of a material
fact or omit to state a material fact necessary
to make the statements made, in light of the
circumstances under which such statements were
made, not misleading with respect to the period
covered by this quarter report;
3. Based on my knowledge, the financial statements,
and other financial information included in this
quarterly report, fairly present in all material
respects the financial condition, results of
operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I
are responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchanges Act Rules 13a-14 and 15d-14) for the
registrant and we have:
a. designed such disclosure controls and procedures
to ensure that material information relating
to the registrant, including its consolidated
subsidiaries, is made known to us by others
within those entities, particularly during
the period in which this quarterly report is
being prepared.
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a
date within 90 days prior to the filing date
of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing
the equivalent function):
a. All significant deficiencies in the design or operation
of internal controls which could adversely affect
the registrant's ability to record, process, summarize
and report financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ JOHN D. GAUGHAN
JOHN D. GAUGHAN
Chairman of the Board and
Chief Executive Officer
April 30, 2003
CERTIFICATION
I, Joe Woody, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
Union Plaza Hotel and Casino, Inc.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:
a. designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared.
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a. All significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
/s/ ALAN J. WOODY
Alan J. Woody
Vice President and
Chief Financial Officer
April 30, 2003