Back to GetFilings.com

Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

     Indicate by check mark whether the Registrants (1) have 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 (or for such shorter period that the Registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

     As of November 14, 2002, there were 100 shares of Trump’s Castle Hotel & Casino, Inc.’s Common Stock, no par value, outstanding.  Trump’s Castle Hotel & Casino, Inc. meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

     As of November 14, 2002, there were 200 shares of Trump’s Castle Funding, Inc.’s Common Stock, par value $.01 per share, outstanding. Trump’s Castle Funding, Inc. meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore  filing this form with the reduced disclosure format.

Table of Contents

TRUMP’S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY

INDEX TO FORM 10-Q

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

TRUMP’S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

Table of Contents

TRUMP’S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2002
(unaudited)
(in thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Table of Contents

TRUMP’S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
(unaudited)
(in thousands)

The accompanying notes are an integral part of this condensed consolidated financial statement.

3

Table of Contents

TRUMP’S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Table of Contents

TRUMP’S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

(1) Organization and Operations

          The accompanying condensed consolidated financial statements include those of Trump’s Castle Associates, L.P., a New Jersey limited partnership (the “Partnership”), and its wholly-owned subsidiary, Trump’s Castle Funding, Inc., a New Jersey corporation (“Funding”).  The Partnership is 99% owned by Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership (“THCR Holdings”), and 1% by Trump’s Castle Hotel & Casino, Inc., a New Jersey corporation (“TCHI”).  TCHI is wholly-owned by THCR Holdings, and THCR Holdings is currently a 63.4% owned subsidiary of Trump Hotels & Casino Resorts, Inc., a Delaware corporation (“THCR”).  THCR and THCR Holdings are reporting companies under the Securities Exchange Act of 1934, as amended.

          All significant intercompany balances and transactions have been eliminated in these condensed consolidated financial statements.

          The Partnership operates the Trump Marina Hotel Casino (“Trump Marina”), a casino hotel located in the marina district of Atlantic City, New Jersey (the “Marina District”).  Trump Marina’s revenues are derived primarily from its gaming operations.

          Since Funding and TCHI have no business operations, their ability to repay the principal and interest on the 11¾% Mortgage Notes due 2003 (the “Mortgage Notes”), the Increasing Rate Subordinated Pay-in-Kind Notes due 2005 (the “PIK Notes”) and the Term Credit Facility, as defined below, is completely dependent upon the operations of the Partnership.

          On June 12, 2002, the Partnership entered into a $70,000,000 term credit facility (the “Term Credit Facility”) which matures on November 1, 2003 and bears interest at a rate based on the Eurodollar rate (LIBOR based) (7.3125% as of September 30, 2002).  The Term Credit Facility is secured by substantially all of the Partnership’s assets on a first priority basis.  On July 12, 2002, the net proceeds from the Term Credit Facility were used to redeem the $62,000,000 principal amount 10¼% Senior Secured Notes due 2003 (the “Senior Notes”) and the $5,000,000 principal amount 10¼% Senior Secured Notes due 2003 (the “Working Capital Loan”).  This refinancing is the first phase of what management anticipates being a refinancing or modification of all of the debt which matures during 2003.  There can be no assurance, however, that management will be able to refinance or modify the debt which matures during 2003 on terms that are acceptable to the Partnership, or at all.  The Partnership has, however, consistently generated sufficient cash for debt service and operating requirements, and  management believes that, based upon its cash flow projections for 2002, the Partnership will have sufficient cash flows to meet its debt service and operating expense requirements throughout 2002.

          The accompanying condensed consolidated financial statements have been prepared by the Partnership without audit.  In the opinion of the Partnership, all adjustments, consisting of only normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented have been made.  Prior period amounts have been reclassified to conform with the current presentation.

          The accompanying condensed consolidated financial statements have been prepared by the Partnership pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  Accordingly, certain information and note disclosures normally included in the financial statements prepared in conformity with generally accepted accounting principles have been omitted.

          These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2001 filed with the SEC.

          The casino industry in Atlantic City is seasonal in nature with the peak season occurring in the second and third quarters.  Accordingly, the results of operations for the three and nine month periods ending September 30, 2002 are not necessarily indicative of the operating results for a full year.

5

Table of Contents

TRUMP’S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)

(2) Financial Information of Funding

     Financial information relating to Funding is as follows:

6

Table of Contents

TRUMP’S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)

(3) Financial Information of TCHI

     Financial information relating to TCHI is as follows:

(4)  Recent Accounting Pronouncements

          During 2001, the Company adopted the provisions of Emerging Issues Task Force (“EITF”) Issue No. 22, “Accounting for “Points” and Certain Other Time-Based Sales Incentive Offers, and Offers for Free Products or Services to be Delivered in the Future”.  Accordingly, volume-based cash rebates of $8,247,000 and $23,487,000 during the three and nine months ended September 30, 2001 have been reclassified as promotional allowances from gaming expenses.

          During the third quarter of 2002, the Company reclassified certain costs (primarily bus coin) from costs and expenses to promotional allowances to be consistent with prevailing industry practice pursuant to EITF 01-09, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products)” which totaled $590,000 and $606,000 for the three months ended March 31, 2002 and June 30, 2002 and, $886,000, $804,000, and $636,000 for the three months ended March 31, 2001, June 30, 2001, and September 30, 2001, respectively.

(5) Debt Renegotiation Costs

          The Registrants were seeking to refinance or modify the terms of their long term debt.  On April 25, 2002, the Registrants filed a Report on Form 8-K with the SEC therein announcing that Trump Casino Holdings, LLC and Trump Casino Funding, Inc. would offer for private placement to qualified institutional buyers, $470 million aggregate principal amount of a new issue of first mortgage notes due 2010.  On May 17, 2002, the Registrants decided not to pursue these efforts.  Costs related to these efforts have been expensed in the accompanying statement of operations.

7

Table of Contents

TRUMP’S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)

(6)  State of New Jersey Income Taxes

          On July 3, 2002, the State of New Jersey passed the New Jersey Tax Act (the “Act”).  This Act, among other things, requires the suspension of the use of the New Jersey net operating loss carryforward for two years and the introduction of a new Alternative Minimum Assessment amount under the New Jersey corporate business tax based on gross receipts or gross profits, as defined.  The Act is retroactive to January 1, 2002. As a result of the change in the tax law, the Partnership has recorded a charge to provision for income tax expense of $950,000 for the nine months ended September 30, 2002, which represents the cumulative tax due from January 1, 2002 through September 30, 2002.  This charge was recorded beginning in the period in which the tax law was passed (third quarter) pursuant to the accounting literature in Financial Accounting Standards Board Statement Number 109, Accounting for Income taxes.

8

Table of Contents

          This report includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934.  All statements other than statements of historical facts included in this report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements.  In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “plans,” “forecasts,”  “continue” or “could” or the negatives of these terms or variations of them or similar terms. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. Important factors that could cause actual results to differ materially from our expectations include business, competition, regulatory and other uncertainties and contingencies discussed in this report that are difficult or impossible to predict and which are beyond our control.  All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this document.  These forward-looking statements speak only as of the date of this report.  We do not intend to update these statements unless the securities laws require us to do so.

          In this section, the words “Company,” “we,” “our,” “ours,” and “us” refer to Trump’s Castle Associates (the “Partnership”) and its wholly-owned subsidiary, Trump’s Castle Funding, Inc. (“Funding”), unless otherwise noted. The Partnership owns and operates the Trump Marina Hotel Casino (“Trump Marina”).  The term “Registrants” refers to the Partnership, Funding, and Trump’s Castle Hotel & Casino, Inc. (“TCHI”). Terms not defined in this section shall have the meanings ascribed to them elsewhere in this Quarterly Report on Form 10-Q.

          General

          The Registrants’ business is subject to a variety of risks and uncertainties, some of which are discussed below.

          The Registrants Have Substantial Indebtedness Maturing in 2003.   

          The Registrants have substantial indebtedness, all of which mature in 2003.  At September 30, 2002, the Registrants’ debt consists primarily of the (i) Mortgage Notes, (ii) PIK Notes, and (iii) the Term Credit Facility.

          The ability of the Registrants to pay interest on their debt depends primarily on the ability of the Partnership to generate cash from operations sufficient for such purposes.  The ability of the Registrants to pay the principal amount of  their debt at maturity is primarily dependent upon their ability to obtain refinancing.  There can be no assurance that the general state of the economy, the status of the capital markets generally, or the receptiveness of the capital markets to the gaming industry in general, or to the Registrants in particular, will be conducive to refinancing the Registrants’ debt in 2003 or at any other time.  If the Registrants were unable to refinance their debt for any reason, it would likely have a material adverse effect on their financial condition. 

          The future operating performance of the Partnership is subject to general economic conditions, industry conditions, including competition and regulatory matters, and numerous other factors, many of which are unforeseeable or are beyond the control of management.  Management believes, however, that based upon the Partnership’s current cash flow forecasts for 2002, the Registrants will have sufficient cash flows to meet their respective debt service and operating expense requirements throughout 2002.  There can be no assurance, however, that the future operating performance of the Partnership will be sufficient to generate the cash flows required to meet the debt service obligations of the Registrants.

          Neither THCR, THCR Holdings nor any of their subsidiaries (other than the Partnership and its direct subsidiaries) are guarantors of, or are otherwise obligated for, the indebtedness of the Registrants.

9

Table of Contents

          We Do Not Know How the Borgata, When Opened, Will Affect Us.

          In September 2000, Boyd Gaming and MGM Mirage commenced their joint development of a 25-acre site located in the Marina District of Atlantic City for the construction of the “Borgata,” a casino expected to feature a 40-story tower with 2,010 rooms and suites, as well as a 135,000 square-foot casino, restaurants, retail shops, a spa and pool, and entertainment venues.  Construction of the Borgata is scheduled to be completed in the third or fourth quarter of 2003.  While we believe the opening of the Borgata will attract additional visitors to Atlantic City, especially to the Marina District which could benefit Trump Marina, it is also possible that the Borgata could have an adverse effect on the business and operations of Trump Marina.  This potential adverse effect could include a reduction in net revenues caused by a loss of gaming patrons.  Also, substantial new expansion and development activity has recently been completed, is under construction, or has been announced in Atlantic City, which further intensifies competitive pressure in the Atlantic City market and which could also have an adverse effect on our patronage and revenues.

          New York Has Enacted Gaming Legislation Which May Harm Trump Marina and Other States May Do So In The Future.

          In October 2001, the New York State legislature passed extensive legislation that could adversely affect the Company.  The legislation permits three new casinos in western New York; one in Niagara Falls, one in Buffalo and one on land owned by the Seneca Indian Nation, all of which would be owned by the Seneca Indian Nation.  The legislation also permits up to three casinos in the Catskills in Ulster and Sullivan counties, also to be owned by Native Americans, which could open as early as mid-2005.  In addition, slot machines would be allowed to be placed in Indian-owned casinos. Video lottery terminals would be installed in five horse racing tracks across the state of New York and, if local governments approve, at certain other tracks.  Finally, the law provides for New York joining the Powerball lottery that operates in 26 states with large jackpots. The net effect of these facilities and other items, when operational, on Atlantic City cannot be predicted.  The Company believes, however, that a substantial amount of existing and potential new gaming customers could patronize such facilities instead of Atlantic City, at least occasionally.  On January 29, 2002, a lawsuit was commenced contesting the above legislation package on the grounds that certain of its provisions were adopted in violation of the State’s constitution.  The likely outcome of this lawsuit cannot be ascertained at this time.

          We also believe that Maryland and Virginia are among the other states currently contemplating some form of gaming legislation. In addition, several legislative proposals have been introduced in Pennsylvania that would potentially allow for a wide range of gaming activities, including riverboat gaming, slots at racetracks, video lottery terminals at liquor stores and the formation of a gaming commission.  The results of the recent gubernatorial elections in Pennsylvania and Maryland may also increase the likelihood of gaming legislation in such states.  Since our market is primarily a drive-to market, legalized gambling in one or more states neighboring or within close proximity to New Jersey could have an adverse effect on the Atlantic City gaming industry overall, including Trump Marina.

          Our Business is Subject to a Variety of Other Risks and Uncertainties.

          Our financial condition and results of operations could be affected by many events that are beyond our control, such as (i) capital market conditions which could affect our ability to raise capital for refinancing debt or pursuing other alternatives, (ii) future acts of terrorism and their impact on capital markets, consumer behavior and operating expenses, including insurance premiums, (iii) war, including the possible invasion of Iraq, (iv) competition from existing and potential new competitors in Atlantic City and other markets, which is likely to increase over the next five years, (v) regulatory changes, (vi) state tax law changes that increase the tax liability of the Company, (vii) possible increases in gasoline prices which could discourage auto travel to Atlantic City, and (viii) adverse or unfavorable weather conditions.  Good weather is particularly important to the performance of Trump Marina in the winter months, and our improved performance in the first quarter of 2002 is partially  attributable  to mild weather conditions in the Northeast during such period.  There can be no assurance that winter weather conditions will be as benign in a given winter.

10

Table of Contents

          In connection with insurance renewals subsequent to September 11, 2001, the availability of insurance coverage for certain types of damages or occurrences has been adversely affected.  Consequently, the Company is self-insured for certain risks.  The lack of insurance for certain types or levels of risk could expose us to significant losses in the event that an uninsured catastrophe occurred.

Critical Accounting Policies

          The preparation of our financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.

          Certain of our accounting policies require higher degrees of judgment than others in their application.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2001 filed with the SEC.

Financial Condition -

          Capital Resources and Liquidity

          Cash flows from operating activities of  Trump Marina are the Partnership’s primary source of liquidity. To a lesser extent, the Partnership has relied on borrowings or capital lease financings for its liquidity and capital resource needs.  The Partnership’s ability to borrow funds for its liquidity and capital resource needs is severely restricted by covenants in the various indentures and agreements governing its debt issues, and by its high level of indebtedness.  Gaming revenues are the primary source of the Partnership’s revenues and consist primarily of slot machine and table game win.  Although we expect the Partnership to have sufficient liquidity from the operating activities of Trump Marina to meet its short-term obligations, there can be no assurances in this regard.  A variety of factors, including a decrease or change in the demand for the Partnership’s services, could have an adverse effect on the Partnership’s liquidity.

          Trump Marina competes with other Atlantic City casino/hotels based on  the quality of customer service, the array of games offered, the attractiveness of a casino/hotel and the extent and quality of the facilities and amenities.  The Atlantic City market, and the Marina District in particular, is anticipated to become even more competitive when the Borgata opens in 2003.  Because the Partnership has substantial indebtedness and related interest expense, its capital expenditures have been limited in recent years.   Consequently, the Partnership intends to seek a refinancing of its public debt on more favorable terms, if and when market conditions are conducive to such refinancing, which may permit it to devote more funds to capital expenditures.  If the Registrants were unable to refinance their debt for any reason, it would likely have a material adverse effect on their financial condition. 

          Capital expenditures for the nine months ended September 30, 2001 and 2002 were $8,620,000 and $6,924,000, respectively.  Approximately $5,200,000 and $3,011,000 of the Partnership’s capital expenditures for the nine months ended September 30, 2001 and 2002, respectively, were through capitalized lease financing.

          Summary of the Company’s Indebtedness

          At September 30, 2002, the Partnership’s debt consists primarily of (i) the Mortgage Notes,  (ii) the PIK Notes and (iii) the Term Credit Facility.  In addition, the Company has entered into various capitalized lease agreements.  As of September 30, 2002, the Registrants’ liability under such capitalized lease agreements was $7,033,000.

          The indentures and loan agreements that govern such indebtedness include restrictive covenants that limit the Registrants’ ability to incur additional debt, among other things.

11

Table of Contents

          The Mortgage Notes have an outstanding principal amount of approximately $242,141,000, bear interest at the rate of 11¾% per annum, payable semiannually on May 15^th and November 15^th of each year, and mature on November 15, 2003.

          The PIK Notes have an outstanding principal amount of approximately $146,951,000 and mature on November 15, 2005.  Interest is currently payable semiannually at the rate of 13⁷/₈%.  On or prior to November 15, 2003, interest on the PIK Notes may be paid in cash or through the issuance of additional PIK Notes.  Approximately 90% of the PIK Notes are currently owned by THCR Holdings.

          On June 12, 2002, the Partnership entered into the Term Credit Facility, which matures on November 1, 2003 and bears interest at a rate based on the Eurodollar rate (LIBOR based) (7.3125% as of September 30, 2002).  The net proceeds from the Term Credit Facility were used to redeem the Senior Notes and the  Working Capital Loan on July 12, 2002.  The Term Credit Facility is secured by substantially all of the assets of the Partnership on a first priority basis.  The outstanding principal on the Term Credit Facility was $70,000,000 at September 30, 2002.

12

Table of Contents

Results of Operations: Operating Revenues and Expenses

          The financial information presented below reflects the financial condition and results of operations of the Partnership.  Funding is a wholly-owned subsidiary of the Partnership and conducts no business other than collecting amounts due under certain intercompany notes from the Partnership for the purpose of paying principal of, premium, if any, and interest on its indebtedness, which Funding issued as a nominee for the Partnership.

Comparison of Results of Operations for the Three Month Periods Ended September 30, 2001 and 2002.

          Gaming revenues are the primary source of the Partnership’s revenues and primarily consist of table game and slot machine win.  The following chart details activity for the major components of gaming revenue:

13

Table of Contents

          Table game revenues decreased by approximately $2,648,000, or 14.0%, to $16,249,000 for the three months ended September 30, 2002 from $18,897,000 for the three months ended September 30, 2001.  This decrease is the result of a reduced table game win percentage of 14.9% for the three months ended September 30, 2002, as compared to 16.7% for the three months ended September 30, 2001.  Table game revenues represent the amount retained by the Partnership from amounts wagered at table games.  The table game win percentage tends to be fairly constant over the long term, but may vary significantly in the short term, due to large wagers by “high rollers”.  The Atlantic City industry table game win percentages were 15.5% and 16.1% for the three months ended September 30, 2002 and 2001, respectively.

          Slot revenues increased $7,462,000, or 13.4%, to $63,139,000 for the three months ended September 30, 2002 from $55,677,000 for the three months ended September 30, 2001.  This increase is due to an 8.8% increase in slot handle as compared to the previous year.  The increased handle is due primarily to sustained marketing programs and events designed specifically for the slot customer.

          Gross revenues include the retail value of the complimentary food, beverage and hotel services provided to patrons.  The retail value of these promotional allowances is deducted from gross revenues to arrive at net revenues.  The costs of providing such complimentaries have been classified as gaming costs and expenses through interdepartmental allocations in the accompanying consolidated statements of operations.  The costs associated with providing cash nongaming services are classified in food, beverage and room costs and expenses in the accompanying consolidated statements of operations.

          Nongaming revenues, in the aggregate, increased by approximately $571,000, or 3.1%, to $19,079,000 for the three months ended September 30, 2002 from $18,508,000 for the three months ended September 30, 2001.  Cash sales from nongaming operations increased by approximately $471,000, or 5.7%, to $8,694,000 for the three months ended September 30, 2002 from $8,223,000 for the three months ended September 30, 2001. Also, promotional allowances increased approximately $745,000, or 3.5%, to $21,915,000 for the three months ended September 30, 2002 from $21,170,000 for the three months ended September 30, 2001.  These results reflect the continued operating strategy designed to efficiently utilize marketing costs and to increase cash sales from nongaming operations.

          Gaming costs and expenses increased approximately $1,601,000, or 4.9%, to $34,548,000 for the three months ended September 30, 2002 from $32,947,000 for the three months ended September 30, 2001.  This was due primarily to the increased spending on marketing programs, which was incurred to stimulate gaming revenues.

          Room costs increased by approximately $209,000, or 23.6%, to $1,095,000 for the three months ended September 30, 2002 from $886,000 for three months ended September 30, 2001.  This increase is due primarily to associated costs incurred related to a 26.4% increase in the number of cash rooms sold for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001.

          General and administrative costs and expenses increased approximately $1,497,000, or 8.6%, to $18,830,000 for the three months ended September 30, 2002 from $17,333,000 for the three months ended September 30, 2001.  This increase is due primarily to incremental costs incurred relating to that certain services agreement, dated December 28, 1993 (the “Services Agreement”), between the Partnership and Trump Casinos II, Inc., an affiliate of Trump, employee benefits, insurance costs and real estate taxes.

          Interest expense increased approximately $977,000, or 6.5%, to $16,094,000 for the three months ended September 30, 2002 from $15,117,000 for the three months ended September 30, 2001, primarily due to an increase in the outstanding principal of the PIK Notes.

          On July 3, 2002, the State of New Jersey passed the New Jersey Tax Act (the “Act”).  This Act, among other things, requires the suspension of the use of the New Jersey net operating loss carryforward for two years and the introduction of a new Alternative Minimum Assessment amount under the New Jersey corporate business tax based on gross receipts or gross profits, as defined.  The Act is retroactive to January 1, 2002. As a result of the change in the tax law, the Partnership has recorded a charge to provision for income tax expense of $950,000 for the three months ended September 30, 2002, which represents the cumulative tax due from January 1, 2002 through September 30, 2002.  This

14

Table of Contents

charge was recorded beginning in the period in which the tax law was passed (third quarter) pursuant to the accounting literature in Financial Accounting Standards Board Statement Number 109, Accounting for Income taxes.

Comparison of Results of Operations for the Nine Month Periods Ended September 30, 2001 and 2002.

          Gaming revenues are the primary source of the Partnership’s revenues and primarily consist of table game and slot machine win.  The following chart details activity for the major components of gaming revenue:

15

Table of Contents

          Table game revenues increased by approximately $1,390,000, or 2.9%, to $49,389,000 for the nine months ended September 30, 2002 from $47,999,000 for the nine months ended September 30, 2001.  This result reflects an increased table game win percentage offset slightly by a decreased table drop.  Table game revenues represent the amount retained by the Partnership from amounts wagered at table games.  The table game win percentage tends to be fairly constant over the long term, but may vary significantly in the short term, due to large wagers by “high rollers”.  The Atlantic City industry table game win percentages were 15.8% and 15.6% for the nine months ended September 30, 2002 and  2001, respectively.

          Slot revenues increased $14,425,000, or 9.4%, to $167,212,000 for the nine months ended September 30, 2002 from $152,787,000 for the nine months ended September 30, 2001.  This increase is due to an increased slot handle as well as a slightly higher win percentage as compared to the previous year.  The increased handle is due primarily to sustained marketing programs and events designed specifically for the slot customer.

          Gross revenues include the retail value of the complimentary food, beverage and hotel services provided to patrons.  The retail value of these promotional allowances is deducted from gross revenues to arrive at net revenues.  The costs of providing such complimentaries have been classified as gaming costs and expenses through interdepartmental allocations in the accompanying consolidated statements of operations.  The costs associated with providing cash nongaming services are classified in food, beverage and room costs and expenses in the accompanying consolidated statements of operations.

          Nongaming revenues, in the aggregate, increased by approximately $1,104,000, or 2.4%, to $47,387,000 for the nine months ended September 30, 2002 from $46,283,000 for the nine months ended September 30, 2001.  Cash sales from nongaming operations increased by approximately $1,830,000, or 9.9%, to $20,332,000 for the nine months ended September 30, 2002 from $18,502,000 for the nine months ended September 30, 2001.  Also, promotional allowances decreased approximately $953,000, or 1.7%, to $56,073,000 for the nine months ended September 30, 2002 from $57,026,000 for the nine months ended September 30, 2001.  These results reflect the continued operating strategy designed to efficiently utilize marketing costs and to increase cash sales from nongaming operations.

          Gaming costs and expenses increased approximately $2,915,000, or 3.1%, to $96,856,000 for the nine months ended September 30, 2002 from $93,941,000 for the nine months ended September 30, 2001.  This was due primarily to the increased spending on marketing programs, which was incurred to stimulate gaming revenues.

          Room costs increased by approximately $856,000, or 34.4%, to $3,345,000 for the nine months ended September 30, 2002 from $2,489,000 for the nine months ended September 30, 2001.  This increase is due primarily to associated costs incurred related to a 34.3% increase in the number of cash rooms sold for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001.

          Food and beverage costs increased approximately $257,000, or 3.3%, to $8,093,000 for the nine months ended September 30, 2002 from $7,836,000 for the nine months ended September 30, 2001.  This increase is due primarily to costs incurred related to an 8.0% increase in food and beverage cash revenues generated in 2002 as compared to 2001.

          General and administrative costs and expenses increased approximately $1,022,000 or 2.0%, to $51,388,000 for the nine months ended September 30, 2002 from $50,366,000 for the nine months ended September 30, 2001.  This increase is due primarily to incremental costs incurred related to the Services Agreement.

          Debt renegotiation costs of $1,133,000 for the nine months ended September 30, 2002 were expenses related to abandoned efforts to refinance the existing long term debt of the Registrants (See Note 5).

          Interest expense increased approximately $2,963,000, or 6.6%, to $47,543,000 for the nine months ended September 30, 2002 from $44,580,000 for the nine months ended September 30, 2001, primarily due to an increase in the outstanding principal of the PIK Notes.

16

Table of Contents

          On July 3, 2002, the State of New Jersey passed the New Jersey Tax Act (the “Act”).  This Act, among other things, requires the suspension of the use of the New Jersey net operating loss carryforward for two years and the introduction of a new Alternative Minimum Assessment amount under the New Jersey corporate business tax based on gross receipts or gross profits, as defined.  The Act is retroactive to January 1, 2002. As a result of the change in the tax law, the Partnership has recorded a charge to provision for income tax expense of $950,000 for the nine months ended September 30, 2002, which represents the cumulative tax due from January 1, 2002 through September 30, 2002.  This charge was recorded beginning in the period in which the tax law was passed (third quarter) pursuant to the accounting literature in Financial Accounting Standards Board Statement Number 109, Accounting for Income taxes.

          Seasonality

          The casino industry in Atlantic City is seasonal in nature with the peak season occurring in the second and third quarters.  Accordingly, the results of operations for the three and nine months ending September 30, 2002 are not necessarily indicative of the operating results for a full year.

17

Table of Contents

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS 

          General.  The Partnership, its partners, certain members of the former Executive Committee of the Partnership, Funding, TCHI and certain of their employees are involved in various legal proceedings.  Such persons and entities are vigorously defending the allegations against them.  The Partnership, Funding and TCHI have agreed to indemnify such persons against any and all losses, claims, damages, expenses (including reasonable costs, disbursements and counsel fees) and liabilities (including amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties) incurred by them in said legal proceedings.

          Various other legal proceedings are now pending against the Partnership.  The Partnership considers all such proceedings to be ordinary litigation incident to the character of its business.  Management believes that the resolution of these claims will not, individually or in the aggregate, have a material adverse effect on the financial condition or results of operations of the Partnership.

ITEM 2 – CHANGES IN SECURITIES AND USE OF PROCEEDS
          Not applicable.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES
          Not applicable.

ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          Not applicable.

ITEM 5 – OTHER INFORMATION

          On October 9, 2002, Paul R. Ryan replaced Lawrence J. Mullin as the Chief Operating Officer of the Partnership.  Mr. Ryan served as the Partnership’s Vice President of Hotel Operations from March 1997 to January 2000.  From January 2000 to October 2002, Mr. Ryan served in various capacities with Trump Taj Mahal Associates, a New Jersey general partnership and an affiliate of the Partnership, including as the Senior Vice President of Hotel Operations from January 2000 to July 2000 and Executive Vice President of Hotel/Food & Beverage Operations from July 2000 to October 2002.

18

Table of Contents

SIGNATURES

19

Table of Contents

CERTIFICATION

20

Table of Contents

CERTIFICATION

21

Table of Contents

CERTIFICATION

22

Table of Contents

CERTIFICATION