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 SEPTEMBER 30, 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 October 31, 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 September 30, 2003
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets at September 30, 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 3. Quantitative and Qualitative Disclosures about Market Risk . . . . 12
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
SEPTEMBER 30, DECEMBER 31,
2003 2002
Current Assets:
Cash and cash equivalents $ 7,244,000 $ 4,451,000
Accounts receivable, net 782,000 787,000
Inventories of food, beverage
and supplies 509,000 497,000
Prepaid expenses 1,109,000 851,000
Total current assets 9,644,000 6,586,000
Property and equipment:
Land 7,012,000 7,012,000
Buildings 48,467,000 48,122,000
Leasehold improvements 3,578,000 3,566,000
Furniture and equipment 28,929,000 27,027,000
Construction in Progress - 60,000
87,986,000 85,787,000
Less accumulated depreciation
and amortization 56,551,000 53,658,000
Net property and equipment 31,435,000 32,129,000
Other assets 368,000 367,000
$ 41,447,000 $ 39,082,000
The accompanying notes are an integral
part of these financial statements
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
SEPTEMBER 30, DECEMBER 31,
2003 2002
Current liabilities:
Accounts payable $ 2,215,000 $ 2,703,000
Accrued liabilities 2,456,000 2,683,000
Short term contracts payable 29,000 111,000
Current portion of obligations under
capital leases 804,000 348,000
Total current liabilities 5,504,000 5,845,000
Long-term debt, less current portion 32,900,000 32,900,000
Obligations under capital leases, less
current portion 2,086,000 1,247,000
40,490,000 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 September 30, 2003. 750,000 750,000
Additional paid-in capital 5,462,000 5,462,000
Retained earnings 8,642,000 6,775,000
14,854,000 12,987,000
Less treasury stock, at cost, 742,581
shares at December 31, 2002 and
742,581 shares at September 30, 2003. 13,897,000 13,897,000
Total stockholders' equity (deficit) 957,000 (910,000)
$41,447,000 $39,082,000
The accompanying notes are an integral
part of these financial statements
UNION PLAZA HOTEL AND CASINO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
Amounts in thousands except per share data
(Unaudited)
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002 2003 2002
Revenues:
Casino $ 29,238 $ 27,173 $ 9,437 $ 8,615
Food and Beverage 7,409 7,276 2,439 2,250
Rooms 8,756 8,395 2,857 2,635
Other 1,550 1,595 535 526
Gross revenues 46,953 44,439 15,268 14,026
Less promotional 4,996 4,944 1,730 1,568
allowances
Net revenues 41,957 39,495 13,538 12,458
Operating expenses:
Casino 14,883 14,608 5,076 4,591
Food and Beverage 5,994 6,079 1,998 1,978
Rooms 3,472 3,193 1,183 1,254
General and administrative 4,745 4,595 1,521 1,472
Entertainment 206 311 71 103
Advertising and promotion 1,034 1,101 344 412
Utilities and maintenance 5,043 4,948 1,967 1,903
Depreciation and amortization 2,893 2,886 989 965
Provisions for doubtful account 18 27 (15) 11
Other costs and expenses 770 828 246 273
Total operating expenses 39,058 38,576 13,380 12,962
Operating income (loss) 2,899 919 158 (504)
Other income (expense):
Gain on sale of assets 95 (16) 18 (19)
Interest income 10 20 5 5
Interest expense (1,137) (1,262) (380) (429)
Total other income (expense) (1,032) (1,258) (357) (443)
Income before income taxes $1,867 $(339) $(199) $(947)
Income taxes - - - -
Net Income (loss) $1,867 $(339) $(199) $(947)
Earnings (loss) per common share $ 2.46 $(0.45) $(0.26) $(1.25)
The accompanying notes are an integral
part of these financial statements
UNION PLAZA HOTEL AND CASINO, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(Unaudited)
2003 2002
Cash flows from operating activities:
Cash received from customers $ 41,944,000 $ 38,670,000
Cash paid to suppliers and employees (37,137,000) (34,835,000)
Interest received 10,000 20,000
Interest paid (1,029,000) (1,394,000)
Net cash provided by operating activities 3,788,000 2,461,000
Cash flows from investing activities:
Proceeds from sale of property and equipment 95,000 21,000
Purchase of property and equipment (591,000) (701,000)
Net cash used in investing activities (496,000) (680,000)
Cash flows from financing activities:
Principal payments on short term contracts (121,000) (707,000)
Principal payments on capital lease (378,000) (348,000)
Net cash used in financing activities (499,000) (1,055,000)
Net increase in cash and
cash equivalents 2,793,000 726,000
Cash and cash equivalents,
at 12/31/02 & 12/31/01 4,451,000 3,552,000
Cash and cash equivalents,
at 09/30/03 & 09/30/02 $ 7,244,000 $ 4,278,000
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES
Net profit for period ended
09/30/03 and 09/30/02 $ 1,867,000 $ (339,000)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,893,000 2,886,000
Gain Loss on sale of assets (95,000) 16,000
Provision for doubtful accounts 18,000 27,000
(Increase) decrease in assets:
Accounts receivable (13,000) 11,000
Inventories (12,000) 5,000
Prepaid expenses (258,000) (264,000)
Other assets (1,000) 45,000
Increase (decrease) in liabilities:
Accounts payable (384,000) 211,000
Accrued expenses (335,000) (132,000)
Accrued Interest 108,000 (5,000)
Total adjustments 1,921,000 2,800,000
Net cash provided by operating
activities $ 3,788,000 $ 2,461,000
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 nine-month periods ended
September 30, 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
nine-month periods ended September 30, 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 number of shares outstanding was
757,419 during the nine months ended September 30, 2003 and
September 30, 2002.
Note 3. - EMPLOYEE BENEFIT PLANS
The Company contributes to a discretionary executive bonus
plan. During the first nine months of 2003, the Company authorized
and distributed $417,000 according to this plan compared to a year
ago when $188,000 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.
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
$1,025,000 and $1,175,000 for the nine months ended September 30,
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 September 30,
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 commencing on
July 1, 2001, with monthly payments of $104,000. The Company
paid a total of $937,000 during each of the nine months ended
September 30, 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 September 30, 2003, capital
leases included $2,890,000, not including interest, payable to
Exber, Inc. Interest paid to Exber, Inc. on these capital
leases during each of the nine months ended September 30, 2003
and 2002 was $112,000 and $83,000 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:
September 30, 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
September 30, 2003 is 4.00%. $32,900,000 $32,900,000
$32,900,000 $32,900,000
NOTE 7 - SUPPLEMENTAL CASH FLOWS INFORMATION
September 30, September 30,
2003 2002
Supplemental schedule of non-cash
investing and financing activities:
Equipment acquired by direct financing $1,712,000 $355,000
Note 8 - Reclassification of Items
Items in the 2002 financial statements have been reclassified to be
consistent with the 2003 financial statement presentation. The
reclassifications have no impact on net income for the nine months
or three months ended September 30, 2003.
Item 2. - Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
Gross revenues at the Company's hotel and casino were $15.3 million for
the three months ended September 30, 2003, an increase of 8.9% from the
$14.0 million net revenue reported in the same period a year ago. The
current year improvements are attributed to solid gaming results,
improvements in hotel occupancy, and increased food and beverage sales.
Year-to-date revenue growth is 5.7% or $2.5 million over the results
of a year ago primarily the results of a year ago primarily the result
of a 7.6% improvement in gaming win.
Casino revenues increased by 9.5% in the 2003 third quarter, to $9,437,000
from $8,615,000 in 2002. Win from slot machines accounted for most of the
improvement. Slot play continues to improve despite fewer slot machines
on the gaming floor as slot customers continue to gravitate to ticket-in-
ticket-out machines that generate more play compared to traditional coin
dispensing games. Slot machines were also the beneficiary of steadily
improving room occupancy rates during the quarter. Win from sports book
operations improved by 37.8% as total activity in the casino continues to
grow. Table game drop improved by nearly 10% although total win declined
by 2.1% Last year's table game hold percentage was nearly two percentage
points higher than this year's quarter when the hold percentage was closer
to the year-to-date and historical hold percentage.
Room revenues were $2,857,000 in the third quarter of 2003 compared to
$2,635,000 in the third quarter of 2002 representing an increase of 8.4%.
Hotel occupancy averaged 87.1% during the third quarter of 2003, up ten
percent over the third quarter of 2002. The company continues to
aggressively market and price its rooms to maintain maximum occupancy
especially during traditionally weak occupancy periods. While this
aggressive marketing caused average daily room rates to decrease, the new
lower average daily room rate has been offset by the increase in gaming win.
Management plans to continue its efforts to market the rooms aggressively
through advertising and direct mail programs and to also maintain and
strengthen its average daily room rate by improving the hotel rooms
and adjusting room rates on demand.
Food and beverage revenues improved to $2,439,000 in the 2003 third
quarter, up from $2,135,000 in last year's quarter for a gain of 8.3%.
Total food sales increased approximately 11.5% while beverage sales were up
less than 2%. The number of guests served in the Company's restaurant
increased by 3.3% during quarter combined with an approximate 10%
increased in pricing.
For the quarter, operating income of $158,000 was up from an operating
loss of $504,000 in the same period one year ago. The increase in operating
income is primarily attributed to the improvement in gaming win mentioned
above although that increase was partially offset by a 3.3% increase in
operating costs. The increase in operating expenses was primarily the
result of the increase in casino business during the quarter that affects
gaming taxes, supplies, labor and other operational expenses. Casino
operating costs were $5,076,000 in the third quarter of 2003, up from
$4,591,000 in the 2002 quarter. The third quarter rise in operating costs
compares to the year-to-date increase of 1.2%.
Despite the improvements in the reported operating income in the 2003 third
quarter, the Company still generated a net loss of $199,000. The third
quarter loss in the current year however, was an improvement of $748,000
over the loss reported a year ago. Interest expense in the third quarter
declined to $380,000 from $429,000 last year reflecting a lower rate of
interest on the Company's first mortgage debt. On a per share basis, the
net loss was $0.26 a share versus $1.25 for the 2003 and 2002 third quarter
respectively. Year-to-date net income for the Company at the end of the
third quarters was $1,867,000 compared to a net loss of $339,000 for the
first nine months of 2002. Per share, 2003 year-to-date net income is $2.46
compared to a net loss of $.45 for the same period in 2002.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2003, the Company's primary source of liquidity
was $7,244,000 in cash and cash equivalents and a $1,000,000 letter of
credit secured by the Company's majority shareholder. Cash accounted
for 17.5% of total assets at the end of the 2003 third quarter compared
to 11.4% or $4,451,000 at December 31, 2002. The ratio of current assets
to current liabilities was 1.8 to 1 at September 30, 2003 compared to
1.1 to 1 at December 31, 2002. Cash provided by operating activities
was $3,788,000 for the first nine months of 2003, compared to $2,461,000
generated in the 2002 period. The increase in operating cash flows was
the result of the sharp improvement operating income combined with a
decline in interest paid during the first nine months of the year. Cash
used in investing activities, primarily for the purchase of property
and equipment was $496,000, net of gains on asset sales, versus $680,000
last year. Cash used in financing activities was $499,000 in 2003
compared to $1,055,000 in 2002. During the second half of 2002, the
Company paid off a number of short-term slot purchase contracts thereby
lowering the dollar amount of payments in 2003. During 2003 however, the
Company has entered into a number of capital leases for slot machines
and slot related equipment that will have an impact of financing payments
in future periods. Total obligations under capital leases expanded to
$2,890,000 from $1,595,000 at December 31, 2002.
Prepaid expenses increased to $1,109,000 from $851,000 at year-end but were
up just $52,000 compared to September of 2002. The increase in prepaid
expense compared to last year's period is due to timing issues and
increased gaming taxes and general insurance. Inventories and accounts
receivable assets have mostly remained unchanged since December 31, 2002.
Combined accounts payable and accrued liabilities declined by $715,000
or 13.3% since December 31, 2002 but have actually increased by $383,000
or 8.9% compared to the same period a year ago. The change in accounts
payable and accrued liabilities is attributed to timing differences of
bills received and paid.
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 2,890,000 804,000 1,679,000 407,000 -
Obligations
Operating - - - - -
Leases
Purchase
Obligations - - - - -
Other Long-Term
Liabilities - - - - -
Total $35,790,000 $804,000 $1,679,000 $33,307,000 $ -
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. 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 $41,000,000 at October 31, 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, which early
termination was granted on May 19, 2003.
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:
1. Barrick has advised the Company that Barrick has filed applications with
the Nevada Gaming Authorities (as defined below-see "Regulation 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. Early termination under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976,was granted on May 19, 2003.
The Company has not yet scheduled a meeting of stockholders to request
approval of the stockholders for the Purchase Agreement. The Company
has submitted a draft Proxy Statement to the Security and Exchange
Commission for their review. Once the review process is completed the
Company will schedule the meeting of stockholders to vote on the
transaction.
ITEM 3. - Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss arising from adverse changes in market
rates and prices, such as interest rates, foreign currency exchange rates
and commodity prices. Our primary exposure to market risk is interest
rate risk associated with our long-term debt. The interest rate on
our long-term debt is at prime, not to exceed 12%. Assuming that the
amount of our variable rate debt remained constant at $32.9 million
during the next twelve months, an increase of 1% in the prime rate would
increase our annual interest expense by $329,000.
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 with 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
10.08 28 IGT EZ Pay Parts - Equipment Lease
10.09 65 IGT Game - 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: November 10, 2003 /S/ JOHN D. GAUGHAN
JOHN D. GAUGHAN, Chief
Executive Officer
Date: November 10, 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
November 10, 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
November 10, 2003