10-Q 1 tenqsep4.txt FORM 10-Q - SEPTEMBER 2002 UNION PLAZA HOTEL AND CASINO, INC. 1 Main Street Las Vegas, NV 89101 September 30, 2002 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 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 Commission file number 0-8133 UNION PLAZA HOTEL AND CASINO INC. (Exact name of registrant as specified in its charter) Nevada 88-0110085 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) No. 1 Main Street 89125 Las Vegas, Nevada (Zip Code) (Address of principal executive offices) (702) 386-2110 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report: Outstanding at Class of Common Stock September 30, 2002 $.50 par value 757,419 shares 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 which are, in the opinion of Management, necessary to a fair statement of the results for the interim period. /s/ ALAN J. WOODY Alan J. Woody, Chief Financial Officer Las Vegas, Nevada November 13, 2002 PART 1. - Financial Information Item 1. Financial Statements UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) SEPTEMBER 30, 2002 AND DECEMBER 31, 2001 ASSETS SEPTEMBER 30, DECEMBER 31, 2002 2001 Current Assets: Cash and cash equivalents $ 4,278,000 $ 3,552,000 Accounts receivable 748,000 786,000 Inventories of food, beverage and supplies 418,000 423,000 Prepaid expense 1,057,000 793,000 Total current assets 6,501,000 5,554,000 Property and equipment: Land 7,012,000 7,012,000 Buildings 48,123,000 48,040,000 Leasehold improvements 3,565,000 3,564,000 Furniture and equipment 26,497,000 31,659,000 85,197,000 90,275,000 Less accumulated depreciation and amortization 52,692,000 55,903,000 Net property and equipment 32,505,000 34,372,000 Other assets 542,000 587,000 $ 39,548,000 $ 40,513,000

The accompanying notes are an integral part of these financial statements. LIABILITIES AND STOCKHOLDERS' EQUITY SEPTEMBER 30, DECEMBER 31, 2002 2001 Current liabilities: Accounts payable $ 2,072,000 $ 2,441,000 Accrued liabilities 2,216,000 2,353,000 Short term contracts payable 393,000 127,000 Current portion of long-term debt 0 38,000 Current portion of obligations under capital leases 339,000 444,000 Total current liabilities 5,020,000 5,403,000 Long-term debt, less current portion 32,900,000 32,900,000 Obligations under capital leases, less current portion 1,339,000 1,582,000 39,259,000 39,885,000 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, 2001 and 757,419 shares at September 30, 2002. 750,000 750,000 Additional paid-in capital 5,462,000 5,462,000 Retained earnings 7,974,000 8,313,000 14,186,000 14,525,000 Less treasury stock, at cost, 742,581 shares at December 31, 2001 and 742,581 shares at September 30, 2002. 13,897,000 13,897,000 Total stockholders' equity 289,000 628,000 $39,548,000 $40,513,000

The accompanying notes are an integral part of these financial statements. UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 Amounts in thousands except per share data (Unaudited) NINE MONTHS ENDED THREE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2002 2001 2002 2001 Revenues: Casino $ 26,337 $ 28,342 $ 7,779 $ 9,334 Food and Beverage 7,276 7,815 2,250 2,638 Rooms 8,395 8,516 2,635 2,778 Other 1,595 1,709 526 611 Gross revenues 43,603 46,382 13,190 15,361 Less promotional complimentaries 4,944 5,107 1,568 1,898 Net revenues 38,659 41,275 11,622 13,463 Operating expenses: Casino 13,772 16,511 3,756 5,662 Food and Beverage 6,079 6,756 1,978 2,220 Rooms 3,193 3,484 1,254 1,322 General and administrative 4,595 3,603 1,472 1,398 Entertainment 311 456 103 148 Advertising and promotion 1,101 893 412 344 Utilities and maintenance 4,948 5,226 1,902 1,940 Depreciation and amortization 2,886 3,124 965 1,000 Provisions for doubtful account 27 6 11 5 Other costs and expenses 828 933 273 310 Total operating expenses 37,740 40,992 12,126 14,349 Operating income (loss) 919 283 (504) (886) Other income (expense): Gain (loss) on sale of assets (16) 25 (19) (16) Interest income 20 3 5 1 Interest expense (1,262) (1,840) (429) (547) Total other expense (1,258) (1,812) (443) (562) Loss before income taxes (339) (1,529) (947) (1,448) Net Loss (339) (1,529) (947) (1,448) Loss per common share ($0.45) ($2.02) ($1.25) ($1.91)

The accompanying notes are an integral part of these financial statements. UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) INCREASE IN CASH AND CASH EQUIVALENTS 2002 2001 Cash flows from operating activities: Cash received from customers $ 38,670,000 $ 40,320,000 Cash paid to suppliers and employees (34,835,000) (36,934,000) Interest received 20,000 3,000 Interest paid (1,394,000) (2,091,000) Net cash provided by operating activities 2,461,000 1,298,000 Cash flows from investing activities: Proceeds from sale of property and equipment 21,000 41,000 Purchase of property and equipment (701,000) (914,000) Net cash used in investing activities (680,000) (873,000) Cash flows from financing activities: Proceeds from note payable to Stockholders 0 1,000,000 Principal payments on short term contracts (707,000) (122,000) Principal payments on capital lease (348,000) (827,000) Principal payments on long-term debt 0 (589,000) Net cash used in financing activities (1,055,000) (538,000) Net increase (decrease) in cash and cash equivalents 726,000 (113,000) Cash and cash equivalents at 12/31/01 & 12/31/00 3,552,000 3,335,000 Cash and cash equivalents, at 9/30/02 & 9/30/01 4,278,000 3,222,000 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net loss for period ended 9/30/02 and 9/30/01 $ (339,000) $ (1,529,000) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,886,000 3,124,000 Gain (loss) on sale of assets 16,000 (25,000) Provision for doubtful accounts 27,000 3,000 (Increase) decrease in assets: Accounts receivable 11,000 (118,000) Inventories 5,000 16,000 Prepaid expenses (264,000) (327,000) Other assets 45,000 (50,000) Increase (decrease) in liabilities: Accounts payable 211,000 204,000 Accrued interest (132,000) 0 Accrued expenses (5,000) 0 Total adjustments 2,800,000 2,827,000 Net cash provided by operating activities $ 2,461,000 $ 1,298,000

The accompanying notes are an integral part of these financial statements. UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES 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. 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 accordance with common industry practice, the estimated costs of providing promotional allowances have been included in casino expenses on the statements of income. The Company previously recorded these amounts in food and beverage expense and rooms expense. Amounts in the September 30, 2001 financial statements have also been reclassified to be consistent with the presentation as of September 30, 2002. 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 three months ended September 30, 2002 and September 30, 2001. NOTE 3 - EMPLOYEE BENEFIT PLANS The Company contributes to a discretionary executive bonus plan. During the first nine months of 2002, the Company authorized and distributed $188,000 according to this plan compared to a year ago when $135,000 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 - RELATED PARTIES 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 $1,175,000 and $1,776,000 for the nine months ended September 30, 2002 and 2001, 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, 2002 and December 31, 2001, the outstanding balance was $0. UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (cont.) NOTE 4 - RELATED PARTIES (CONT.) The Company leases equipment under long-term agreements, which are classified as capital leases. The capital lease covering the hotel and bus depot property expired during 2001. The hotel and bus depot property are now leased 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 $938,000 during each of the nine months ended September 30, 2002 and 2001. The company recognized no interest expense this lease during the first nine months of 2002 compared to $24,000 recognized during the same period in 2001. During 2002 and 2001, the Company also financed various equipment purchases through Exber, Inc., which have been classified as capital leases. At September 30, 2002, capital leases include $1,678,000 payable to Exber, Inc. Interest paid to Exber, Inc. on these capital leases was $83,000 for the first nine months of 2002. 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, 2002 2001 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 accrued 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, 2002 is 4.75% $32,900,000 $32,900,000 Contract payable, secured by slot machines and related equipment, payable in monthly installments of 25% of net win with no stated interest for the first twelve months, after which an interest rate of 3% over prime applies to the remaining balance. - 38,000 32,900,000 32,900,000 Less current portion - 38,000 $32,900,000 $32,900,000

UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 - SUPPLEMENTAL CASH FLOWS INFORMATION September 30, September 30, 2002 2001 ~~Supplemental schedule of non-cash investing and financing activities: Equipment acquired by direct financing $ 355,000 $ 675,000~~

PART 1. - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES At September 30, 2002, the Company's primary sources of liquidity was $4,278,000 in cash and cash equivalents and a $1,000,000 letter of credit secured by the Company's majority shareholder. Cash accounted for 10.8% of total assets at September 30, 2002 compared to 8.8% or $3,552,000 at December 31, 2001. The ratio of current assets to current liabilities was 1.3 to 1 at September 30, 2002 compared to 1 to 1 at December 31, 2001. The improvement in the current ratio is attributed to the improved cash position of the Company. Account receivables declined 4.8% or $38,000 in the first nine months due primarily to a steady decline in group-travel business since September 11, 2001. As a result of the loss of group-travel business the outstanding balances due to the hotel have declined considerably. Prepaid expenses increased $264,000 or 33.3% reflecting a significant portion of annual insurance premiums paid in advance compared to monthly installments on the entire insurance package last year. The Company disposed furniture and equipment of $6,134.000, less $6,097,000 in accumulated depreciation, during the third quarter for items no longer owned or in service. Long-term debt, short-term contracts payable and obligations under capital leases (including current term portions) were $34,971,000 at September 30, 2002 compared to $35,091,000 at December 31, 2001. The moderate change in debt obligation reflects additional short-term slot contracts entered into, offset by monthly installments applied towards those purchases. Operating cash flow was $2,461,000 for the nine months ending September 30, 2002 compared to $1,298,000 a year ago. The improvement in operating cash flow is due to a reduction of more than $3,000,000 in operating expenses combined with interest savings of $578,000. Management expects the cash generated by operations, along with financing provided by Exber, Inc., will provide 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. RESULTS OF OPERATIONS Net revenues at the Company's hotel and casino declined $1,841,000 or 13.7% during the third quarter compared to the same period a year ago. Revenues were down in each segment of the Company's operation as hotel occupancy rates remained well below last year's average. Hotel bookings were down 7.1% resulting in a decline of $143,000 or 5.2% in revenues. The decline in room bookings directly affected the gaming segment of the Company's operation as approximately 70% of the gaming play is attributed to out-of-state visitors. During the quarter, gaming win declined $1,555,000 or 16.7% as casino play was down in virtually all gaming areas. The reduction in room bookings also had a negative effect on food and beverage sales. Combined restaurant and bar sales fell $388,000 during the quarter as total food covers declined by 24.9%. The decline in revenue was at least partially offset by a $330,000 reduction in promotional complimentaries extended to the Company's guests. PART 1. - FINANCIAL INFORMATION ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS RESULTS OF OPERATION (cont.) Operating expenses declined $2,223,000 or 15.5% in the third quarter as the result of many cost-cutting efforts implemented by management since September 11, 2001. Management was very proactive in the months that followed September 11th by reducing payroll, inventories, and revamping the Company's group health plan. Payroll savings during the third quarter were $1,003,000 or 13.7% with approximately 160 fewer employees working each day compared to a year ago. Food and beverage product costs declined $366,000 reflecting lower sales and tighter inventory controls implemented at the end of 2001. Group health benefits for non-union employees were down nearly 29% compared to last year as the result of improved medical coverage contracts negotiated for the Company. License and tax expense and utility cost were each lower in the third quarter as well. Overall, the Company reported a net operating loss of $504,000 for the third quarter compared to an operating loss of $886,000 last year. Total other expense, including interest expense, declined by $119,000 or 21.2% reflecting a lower effective rate of interest on the Company's first mortgage debt. As a result of these factors the Company's net loss in the third quarter was $947,000 compared to a loss of $1,448,000 last year. On a per share basis, the net loss was $1.25 per share versus $1.91 a year ago. On a year-to-date basis, combined revenues were down $2,616,000 or 6.3%. Revenues in all segments of the Company's operations declined as the result of fewer visitor counts throughout the year. Gaming results were the most disappointing as casino handle declined in all areas causing the win to fall $2,006,000 for the year. Management's immediate response to the anticipated decline in tourism following September 11,2001 was essential in reducing the operating costs at the Company's hotel and casino. Expense savings were $3,252,000 or 7.9% for the first nine months of 2002 at a time when overall business was declining. Casino operating expenses declined $2,739,000 or 16.6% due to aggressive cost cutting efforts and improved efficiencies in the slot and table games areas. Much of the savings were directly the result of reductions in staffing levels in both the slot and table games areas. Slot payrolls declined sharply with the addition of ticketing systems and other automated equipment on the slot floor while modifications to the casino pit schedules helped to reduce staffing levels there as well. The result of the cost savings was an improvement in operating income to $919,000 from $283,000 a year ago. Interest expense for the first nine months was $1,262,000 compared to $1,840,000 as the effective rate of interest on long-term debt remained near 5% throughout the year. The Company's year-to-date net loss was $339,000 at September 2002 compared to a loss of $1,529,000 for the same period a year ago. On a per share basis, the year-to-date loss per common share was $0.45 versus $2.02 a share last year. ITEM 4.- CONTROLS AND PROCEDURES Union Plaza Hotel and Casino, Inc. management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure control and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation. 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 13, 2002 /S/ JOHN D. GAUGHAN JOHN D. GAUGHAN, Chief Executive Officer Date: November 13, 2002 /S/ ALAN J. WOODY ALAN J. WOODY, Chief Financial Officer UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 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 13, 2002 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/ JOE WOODY Joe Woody Vice President and Chief Financial Officer November 13, 2002 UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES Exhibit 1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Union Plaza Hotel and Casino, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2002 as filed herein to the Securities and Exchange Commission on the date hereof (the "Report"), I John D. Gaughan, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ JOHN D. GAUGHAN John D. Gaughan Chairman of the Board and Chief Executive Officer November 13, 2002 In connection with the Quarterly Report of Union Plaza and Casino, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2002 as filed herein to the Securities and Exchange Commission on the date hereof (the "Report"), I Joe Woody, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ JOE WOODY Joe Woody Vice President and Chief Financial Officer November 13, 2002

UNION PLAZA HOTEL & CASINO INC 10-Q