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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period ended September 30, 2004

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission File No.: 333-104916

 


 

TRUMP CASINO HOLDINGS, L.L.C.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   45-0475879

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

c/o Trump Hotels & Casino Resorts Holdings, L.P.

1000 Boardwalk

Atlantic City, New Jersey 08401

(609) 449-6515

(Address, Including Zip Code and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

 

Commission File No.: 333-104916-07

 


 

TRUMP CASINO FUNDING, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   45-0475877

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

c/o Trump Hotels & Casino Resorts Holdings, L.P.

1000 Boardwalk

Atlantic City, New Jersey 08401

(609) 449-6515

(Address, Including Zip Code and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

 


 

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.    Yes  ¨    No  x.

 

Indicate by check mark whether either one of the Registrants is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x.

 

As of November 15, 2004, there were 100 shares of Trump Casino Funding, Inc.’s common stock, par value $.01 per share, outstanding. Trump Casino 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 CASINO HOLDINGS, L.L.C.

 

INDEX TO FORM 10-Q

 

     Page No.

PART I - FINANCIAL INFORMATION

    

ITEM 1 - Financial Statements

    

Condensed Consolidated Balance Sheets as of December 31, 2003 and September 30, 2004 (unaudited)

   1

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2003 and 2004 (unaudited)

   2

Condensed Consolidated Statement of Capital/(Deficit) for the nine months ended September 30, 2004 (unaudited)

   3

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 and 2004 (unaudited)

   4

Notes to Condensed Consolidated Financial Statements (unaudited)

   5

ITEM 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

   16

ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk

   35

ITEM 4 - Controls and Procedures

   35

PART II - OTHER INFORMATION

    

ITEM 1 - Legal Proceedings

   36

ITEM 2 - Unregistered Sale of Equity Securities and Use of Proceeds

   36

ITEM 3 - Defaults Upon Senior Securities

   36

ITEM 4 - Submission of Matters to a Vote of Security Holders

   36

ITEM 5 - Other Information

   36

ITEM 6 - Exhibits

   37

SIGNATURES

    

Trump Casino Holdings, L.L.C.

   38

Trump Casino Funding, Inc.

   38

EXHIBIT INDEX

   39


Table of Contents

PART I - FINANCIAL INFORMATION

 

ITEM 1 - FINANCIAL STATEMENTS

 

TRUMP CASINO HOLDINGS, L.L.C.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

     December 31,
2003


    September 30,
2004


 
           (unaudited)  
ASSETS                 

CURRENT ASSETS

                

Cash and cash equivalents

   $ 34,817     $ 49,713  

Receivables, net

     12,438       10,838  

Inventories

     3,322       2,885  

Prepaid expenses and other current assets

     3,364       4,093  
    


 


Total current assets

     53,941       67,529  

PROPERTY AND EQUIPMENT, NET

     508,166       498,459  

INVESTMENTS IN BUFFINGTON HARBOR RIVERBOATS, L.L.C.

     29,743       28,384  

DEFERRED BOND AND LOAN ISSUANCE COSTS, NET

     19,531       17,097  

OTHER ASSETS

     21,779       26,529  
    


 


Total assets

   $ 633,160     $ 637,998  
    


 


LIABILITIES AND EQUITY                 

CURRENT LIABILITIES

                

Current maturities of long-term debt

   $ 10,272     $ 8,870  

Accounts payable and accrued expenses

     46,743       42,448  

Accrued income taxes

     1,125       24,254  

Due to affiliates

     7,567       6,256  

Accrued interest payable

     5,665       22,886  
    


 


Total current liabilities

     71,372       104,714  

LONG-TERM DEBT, LESS CURRENT MATURITIES

     464,255       467,110  

LONG-TERM DEBT, RELATED PARTIES

     15,425       15,888  

OTHER LONG-TERM LIABILITIES

     1,803       1,313  
    


 


Total liabilities

     552,855       589,025  
    


 


CAPITAL

                

Contributed capital

     298,922       298,922  

Accumulated deficit

     (218,617 )     (249,949 )
    


 


Total capital

     80,305       48,973  
    


 


Total liabilities and capital

   $ 633,160     $ 637,998  
    


 


 

See accompanying notes.

 

1


Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands)

 

     For the Three Months
Ended September 30,


    For the Nine Months
Ended September 30,


 
     2003

    2004

    2003

    2004

 

REVENUES

                                

Gaming

   $ 103,026     $ 106,414     $ 299,930     $ 307,813  

Rooms

     5,967       6,168       16,394       16,506  

Food and beverage

     10,302       10,654       27,016       27,429  

Management fees

     839       1,672       2,988       6,161  

Other

     4,640       4,353       10,365       10,677  
    


 


 


 


Gross revenues

     124,774       129,261       356,693       368,586  

Less-promotional allowances

     22,553       23,518       64,010       65,510  
    


 


 


 


Net revenues

     102,221       105,743       292,683       303,076  
    


 


 


 


COSTS AND EXPENSES

                                

Gaming

     50,025       50,514       146,121       147,308  

Rooms

     1,639       1,720       4,822       4,865  

Food and beverage

     4,542       4,448       11,453       11,178  

General and administrative

     22,925       22,041       67,146       67,796  

General and administrative - related party

     839       966       4,818       3,250  

Debt renegotiation costs

     —         857       401       857  

Depreciation and amortization

     7,737       7,528       22,086       22,108  
    


 


 


 


       87,707       88,074       256,847       257,362  
    


 


 


 


Income from operations

     14,514       17,669       35,836       45,714  
    


 


 


 


NON-OPERATING INCOME (EXPENSE)

                                

Interest income

     43       93       657       158  

Interest expense

     (16,658 )     (17,926 )     (47,935 )     (52,133 )

Interest expense - related party

     (664 )     (747 )     (7,595 )     (2,177 )

Gain on debt retirement, net

     —         —         7,931       —    

Other non-operating income (expense)

     —         (16 )     (20 )     609  
    


 


 


 


Non-operating expense, net

     (17,279 )     (18,596 )     (46,962 )     (53,543 )
    


 


 


 


Loss before income taxes and equity in loss from Buffington Harbor, LLC

     (2,765 )     (927 )     (11,126 )     (7,829 )

Equity in loss from Buffington Harbor, LLC

     (625 )     (204 )     (1,855 )     (1,430 )

Provision for income taxes

     (388 )     (1,855 )     (988 )     (22,073 )
    


 


 


 


Net loss

   $ (3,778 )   $ (2,986 )   $ (13,969 )   $ (31,332 )
    


 


 


 


 

See accompanying notes.

 

2


Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL/(DEFICIT)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

(unaudited)

(in thousands)

 

     Contributed
Capital


   Accumulated
Deficit


    Total

 

Balance at December 31, 2003

   $ 298,922    $ (218,617 )   $ 80,305  

Net loss

     —        (31,332 )     (31,332 )
    

  


 


Balance at September 30, 2004

   $ 298,922    $ (249,949 )   $ 48,973  
    

  


 


 

See accompanying notes.

 

3


Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

 

     For the Nine Months
Ended September 30,


 
     2003

    2004

 

CASH FLOWS FROM OPERATING ACTIVITIES

                

Net loss

   $ (13,969 )   $ (31,332 )

Adjustments to reconcile net loss to net cash flows provided by operating activities -

                

Depreciation and amortization

     22,086       22,108  

Non cash gain on debt refinancing, net

     (7,931 )     —    

Issuance of PIK debt in satisfaction of accrued interest

     10,478       2,005  

Equity in loss from Buffington Harbor, L.L.C.

     1,855       1,430  

Accretion of bond discount

     2,856       1,683  

Amortization of loan costs

     2,653       2,346  

Provision for losses on receivables

     1,313       1,262  

Valuation allowance - CRDA investments

     1,640       837  

(Increase) decrease in receivables

     (994 )     338  

Decrease in inventories

     112       437  

Decrease (increase) in prepaid expenses and other current assets

     123       (732 )

Increase in other assets

     (2,593 )     (5,029 )

Decrease in due to affiliates

     (1,814 )     (1,311 )

Increase in current liabilities

     689       35,901  

Decrease in other long-term liabilities

     (2,815 )     —    
    


 


Net cash flows provided by operating activities

     13,689       29,943  
    


 


CASH FLOWS FROM INVESTING ACTIVITIES

                

Purchases of property and equipment, net

     (5,776 )     (4,612 )

Other

     318       (71 )

Purchases of CRDA investments, net

     (2,035 )     (2,511 )
    


 


Net cash flows used in investing activities

     (7,493 )     (7,194 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES

                

Distribution to parent company

     (101,931 )     —    

Payment of long-term debt

     (355,765 )     (7,853 )

Proceeds from additional borrowings, net

     468,036       —    

Loan costs on additional borrowings

     (19,725 )     —    
    


 


Net cash flows used in financing activities

     (9,385 )     (7,853 )
    


 


Net increase in cash and cash equivalents

     (3,189 )     14,896  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     33,917       34,817  
    


 


CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 30,728     $ 49,713  
    


 


SUPPLEMENTAL INFORMATION:

                

Cash paid for interest

   $ 43,364     $ 31,054  
    


 


Cash paid for income taxes

   $ —       $ 263  
    


 


Equipment purchased under capital leases

   $ 10,541     $ 6,081  
    


 


 

See accompanying notes.

 

4


Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

(1) Organization and Operations

 

The accompanying condensed consolidated financial statements include those of Trump Casino Holdings, L.L.C., a Delaware single member limited liability company (“TCH” or the “Company”), and its subsidiary, Trump Casino Funding, Inc., a Delaware corporation (“TCF”). TCH’s wholly-owned subsidiaries include: (i) TCF, (ii) Trump Marina Associates, L.P. (“Marina Associates”), (iii) Trump Marina, Inc., (iv) Trump Indiana, Inc. (“Trump Indiana”), (v) Trump Indiana Realty, L.L.C. (“Trump Indiana Realty”) and (vi) THCR Management Holdings, L.L.C. (“THCR Management”) and its subsidiary, THCR Management Services, L.L.C. (“Trump 29 Services”).

 

The sole member of TCH is Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership (“THCR Holdings”). THCR Holdings is owned approximately 63.4% by Trump Hotels & Casino Resorts, Inc., a Delaware corporation (“THCR”), as both a general and limited partner, and approximately 36.6% by Donald J. Trump as a limited partner.

 

On March 25, 2003, TCH was capitalized. Simultaneously, Marina Associates, Trump Marina, Inc., Trump Indiana, Trump Indiana Realty, THCR Management and Trump 29 Services became wholly-owned subsidiaries of TCH. As a result of this reorganization, the accompanying condensed consolidated financial statements present the condensed consolidated financial statements of TCH and its subsidiaries as of December 31, 2003 and September 30, 2004, and for each of the three and nine months in the period ended September 30, 2003 and 2004.

 

Marina Associates owns and operates Trump Marina Hotel Casino (“Trump Marina”), a casino hotel located in the marina district of Atlantic City, New Jersey (the “Marina District”). Trump Indiana owns and operates Trump Casino Hotel, a riverboat gaming facility operating in Buffington Harbor, in Gary, Indiana (the “Trump Indiana Riverboat”). THCR Management is the sole member of Trump 29 Services. Trump 29 Services manages the day-to-day operations of Trump 29 Casino (“Trump 29”) located in Coachella Valley, California (near Palm Springs) pursuant to a five-year management agreement (the “Trump 29 Management Agreement”) commencing on April 16, 2002, between Trump 29 Services and Twenty-Nine Palms Enterprises Corporation, a corporation wholly-owned by the Twenty-Nine Palms Band of Luiseno Mission Indians, a federally recognized Native American Tribe and the owner of Trump 29 Casino (the “Tribe”). Trump Marina, Inc. is the general partner of Marina Associates. Trump Indiana Realty has no material assets or operations. At September 30, 2004, THCR Management has no assets or operations, other than Trump 29 Services.

 

TCH’s primary activity is gaming. The Company views each casino property as an operating segment, and all such operating segments have been aggregated into one reporting segment. Each casino property derives its revenues from casino operations, room rentals, food and beverage sales and entertainment revenues.

 

TCH and TCF have no operations and their ability to service their debt is dependent upon the successful operations of Trump Marina and the Trump Indiana Riverboat, and the management fees generated pursuant to the Trump 29 Management Agreement.

 

The Company has incurred recurring operating losses which totaled $22.1 million, $15.7 million and $27.1 million for the years ended December 31, 2001, 2002 and 2003, respectively, and $31.3 million for the nine months ended September 30, 2004. The Company had a working capital deficit of $37.2 million at September 30, 2004. The recurring operating losses are primarily the result of substantial debt service obligations on outstanding indebtedness. For the year ending December 31, 2004, the Company’s debt service obligation is expected to be approximately $70 million. Additionally, the Company has experienced increased competition and other challenges in its markets. The Company’s liquidity situation continues to be constrained, due to the Company’s diminished cash flows, increased trade payables, limited capacity to raise additional capital and minimal cash reserves beyond those required to fulfill gaming regulatory requirements. Due to these factors, the Company has not been able to expand its operations or reinvest in the maintenance of its owned properties at desired levels. Furthermore, the Company does not currently have any short-term borrowing capacity available. Although the Company anticipates that it will have sufficient funds on hand to provide for the scheduled debt service obligations on its outstanding indebtedness during 2004, there can be no assurances such funds will be available if the Recapitalization Plan (as defined) is not consummated. Additionally, there can be no assurance that THCR will have funds available to provide for scheduled debt service obligations on its consolidated indebtedness and the impact, if any, on the Company if such funds were insufficient.

 

5


Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

To address these factors, management and the board of directors of THCR reviewed various financing and restructuring alternatives, including the previously announced potential recapitalization transaction that contemplated an equity investment in THCR by DLJ Merchant Banking Partners III, L.P. (“DLJMB”) and Mr. Trump and a restructuring of the debt securities of THCR’s subsidiaries (the “DLJMB Transaction”). Although, in connection with the DLJMB Transaction, THCR held discussions with a committee comprised of holders of the Company’s notes, no agreement was then arrived at with such committee. On September 22, 2004, by mutual agreement, THCR and DLJMB announced that they had terminated discussions regarding the DLJMB Transaction. After the termination of this proposal, THCR continued to pursue other potential transactions, including debt restructuring and recapitalization alternatives with certain of its debt holders and/or the sale of certain assets.

 

As discussed in Note 11, on October 21, 2004, THCR announced that THCR, TCH, Trump Atlantic City Associates (“TAC”, an affiliate of TCH), Mr. Trump and holders of approximately 57% of the Trump Atlantic City Associates’ 11.25% First Priority Mortgage Notes due 2006 (the “Trump AC Mortgage Notes” and, such holders, the “TAC Note Group”) and approximately 68% and 81% of the Company’s 11.625% First Priority Mortgage Notes (the “TCH First Priority Mortgage Notes”) and 17.625% Second Priority Mortgage Notes ( the “TCH Second Priority Mortgage Notes”), respectively, (collectively, the “TCH Notes,” and such holders, the “TCH Note Group”) have entered into a restructuring support agreement (the “Support Agreement”) in connection with the recapitalization of THCR and its subsidiaries pursuant to a negotiated plan of reorganization (the “Plan”). The term sheet appended to the Support Agreement contemplates, among other things, a restructuring of THCR’s approximately $1.8 billion aggregate principal amount of public indebtedness, including a reduction in the principal amount thereof to approximately $1.25 billion, and a reduction of the weighted average rate of interest thereon from approximately 12% per annum to 8.5% per annum, representing an estimated annual interest expense savings of approximately $98 million (excluding any interest related to borrowings on the $500 million Financing). The Plan also permits an exit financing of up to $500 million, secured by a first priority lien on substantially all of THCR’s assets (the “Financing”). This exit facility is expected to allow THCR to refurbish and expand its current properties and permit THCR to enter into new and emerging jurisdictions, among other uses.

 

THCR intends to implement the Plan through a voluntary chapter 11 proceeding. Under the Support Agreement, THCR is required to commence its case no later than November 29, 2004. If the Plan is not consummated, THCR will be required to seek alternative sources of financing to make its debt service, including interest payments on the TCH Notes. 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 or to TCH and its subsidiaries, specifically, will be conducive to refinancing debt on reasonable terms, or at all.

 

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

 

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

 

The accompanying condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments, consisting of only normal recurring adjustments necessary to present fairly the financial position, the results of operations and cash flows for the periods presented, have been made.

 

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, 2003 filed with the SEC and available on the SEC’s website, www.sec.gov, or through the Company’s website at www.trump.com.

 

Our business is seasonal in nature; therefore, results of operations for the three and nine months ended September 30, 2004 are not necessarily indicative of the operating results for a full year.

 

6


Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

Reclassification

 

Certain reclassifications and disclosures have been made to prior year financial statements for them to be in conformity with the current year presentation.

 

(2) TCH Notes Offering

 

On March 25, 2003, TCH and TCF consummated an offering, or the TCH Notes Offering, consisting of: (i) $425.0 million principal amount of TCH First Priority Mortgage Notes due March 15, 2010 bearing interest at a rate of 11.625% per year payable in cash, sold at a price of 94.832% of their face amount for an effective yield of 12.75%, and (ii) $50.0 million principal amount of TCH Second Priority Mortgage Notes due September 15, 2010 bearing interest at a rate of 11.625% per year payable in cash, plus 6.0% through the issuance of payable-in-kind notes.

 

In connection with the TCH Notes Offering, Donald J. Trump, purchased in a concurrent private offering $15.0 million aggregate principal amount of additional TCH Second Priority Mortgage Notes at the same purchase price at which the initial purchasers purchased the TCH Second Priority Mortgage Notes.

 

Included in the $96.9 million principal amount (including call premium) of THCR Holdings’ 15.5% Senior Notes due 2005 (“THCR Holdings Senior Notes”) purchased with the net proceeds of the TCH Notes Offering, $1.7 million principal amount of THCR Holdings Senior Notes were held by Mr. Trump. THCR Holdings also acquired an additional $15.0 million principal amount of THCR Holdings Senior Notes on the closing date of the TCH Notes Offering in a private transaction with Donald J. Trump. The purchase price of the aggregate $16.7 million principal amount of THCR Holdings Senior Notes acquired from Mr. Trump consisted of shares of stock of THCR valued at $15.0 million, plus a cash amount equal to $1.7 million, plus the applicable redemption premium of 2.583% (approximately $430,000) and accrued interest of approximately $0.7 million on the entire $16.7 million principal amount of THCR Holdings Senior Notes being sold by Mr. Trump.

 

Financing costs, including underwriters’ discounts of 2.5% to the purchasers of the TCH First Priority Mortgage Notes and 10% to the purchasers of the TCH Second Priority Mortgage Notes and direct transactional fees (including accounting, legal and printing), have been capitalized as deferred bond and loan issuance costs in the accompanying balance sheet and are being amortized to interest expense over the term of the debt.

 

In connection with the TCH Notes Offering, TCH recorded a net gain of $7,931,000 for the nine months ended September 30, 2003, which consists of a net gain of $10,451,000 on the retirement of the Trump’s Castle Funding’s 11.75% Mortgage Notes due 2003 (the “Castle Mortgage Notes”), and Trump’s Castle Funding’s 13.875% Pay-In-Kind Notes due 2005 (the “Castle PIK Notes”), the settlement of Trump Indiana’s interest swap for $851,000 and the write-off of unamortized loan costs of approximately $1,669,000.

 

Pursuant to the indentures governing the TCH Notes, the interest rate on TCH’s First Priority Mortgage Notes increases by 0.5% per annum if the First Priority Leverage Ratio for any fiscal year, commencing with the year ending December 31, 2003, exceeds 4.8 to 1.0, and by 1.0% per annum if the First Priority Leverage Ratio exceeds 5.3 to 1.0. Similarly, the rate of interest payable in cash on TCH’s Second Priority Mortgage Notes increases by 0.5% per annum or 1.0% per annum if the First Priority Leverage Ratio for any fiscal year, commencing with the year ending December 31, 2003, exceeds 4.8 to 1.0 or 5.3 to 1.0, respectively. For these purposes, the term “First Priority Leverage Ratio” for any year is defined generally as the ratio of (a) the total outstanding principal amount of TCH First Priority Mortgage Notes (plus other indebtedness, if any, ranking pari passu with TCH’s First Priority Mortgage Notes) as of December 31, of such year to (b) the Consolidated EBITDA of TCH without duplication, the sum of consolidated net income, plus consolidated income tax expense, plus consolidated depreciation and amortization expense, plus consolidated fixed charges and non-cash charges related to regulatory write-downs for the year.

 

7


Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

The First Priority Leverage Ratio for the year ended December 31, 2003 resulted in an increase in the interest rates on the TCH Notes of 1.0%. Such increase is effective from and after March 15, 2004 to March 14, 2005, at which point the rates of interest payable on the TCH Notes would be restored to their original levels, unless the First Priority Leverage Ratio computation for fiscal 2004 results in an increase. The estimated impact on our interest expense for the period March 15, 2004 through March 14, 2005 will be approximately $4,900,000.

 

Interest payments on the TCH Notes are payable on a semi-annual basis on March 15 and September 15. Pursuant to the terms of the indentures governing the TCH Notes, TCH has a 30-day grace period to make such payment. On October 14, 2004, TCH made the September interest payment on the TCH Notes within the 30-day grace period.

 

(3) Financial Information of Trump Casino Funding

 

Financial information relating to Trump Casino Funding is as follows:

 

     December 31,
2003


   September 30,
2004


          (unaudited)

Assets:

             

TCH First Priority Mortgage Notes receivable, net of unamortized discount of $20,395,000 at December 31, 2003 and $18,712,000 at September 30, 2004

   $ 404,605,000    $ 406,288,000

TCH Second Priority Mortgage Notes receivable

     66,842,000      68,847,000
    

  

Total Assets

   $ 471,447,000    $ 475,135,000
    

  

Liabilities:

             

TCH First Priority Mortgage Notes payable, net of unamortized discount of $20,395,000 at December 31, 2003 and $18,712,000 at September 30, 2004

   $ 404,605,000    $ 406,288,000

TCH Second Priority Mortgage Notes payable

     66,842,000      68,847,000
    

  

Total Liabilities

   $ 471,447,000    $ 475,135,000
    

  

 

Statements of Operations:

 

     Three Months Ended
September 30,


  

Nine Months Ended

September 30,


     2003

   2004

   2003

   2004

Interest Income

   $ 15,740,000    $ 17,305,000    $ 32,502,000    $ 50,561,000

Interest Expense

     15,740,000      17,305,000      32,502,000      50,561,000
    

  

  

  

Net Income

   $ —      $ —      $ —      $ —  
    

  

  

  

 

(4) Debt Renegotiation Costs

 

Debt renegotiation costs during 2003 represent the costs expensed in connection with debt refinancing efforts no longer pursued and transactional fees earned upon the successful completion of debt refinancing in 2003. Debt renegotiation costs in 2004 represent costs incurred in connection with the since terminated proposed capitalization of the Company by DLJMB. At September 30, 2004, the Company has also incurred approximately $4,880,000 of other costs directly associated with the recapitalization plan discussed in Note 11. Such amount has been classified in other assets on the September 30, 2004 balance sheet and will be recorded as a cost of the recapitalization plan when consummated, or expensed in the statement of operations if the recapitalization plan is abandoned.

 

8


Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

(5) Recent Accounting Pronouncements

 

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an interpretation of ARB 51.” The primary objectives of this interpretation are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (“variable interest entities”) and how to determine when and which business enterprise (the “primary beneficiary”) should consolidate the variable interest entity. This new model for consolidation applies to an entity in which either (i) the equity investors (if any) do not have a controlling financial interest; or (ii) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that the primary beneficiary, as well as all other enterprises with a significant variable interest in a variable interest entity, make additional disclosures. Adoption of this pronouncement had no material impact on the Company’s consolidated financial position, consolidated results of operations, or liquidity.

 

(6) Other Assets

 

As previously disclosed, Trump Indiana was assessed a sales and use tax on the purchase of the Trump Indiana vessel. The Company made the payment on this assessment ($1,822,000) during the first quarter of 2002 in order to avoid incurring interest and penalties while Trump Indiana was appealing the assessment. The payment of $1,822,000 had been capitalized and classified in other assets as management believed the amount to be fully recoverable upon the settlement of the appeal. During the first quarter of 2004, the Indiana Tax Court ruled in favor of Trump Indiana as the Tax Court held that a boat assembled in Florida for use as a casino riverboat is not personal property and therefore not subject to sales and use taxation in Indiana. The Indiana Department of Revenue petitioned the matter for final review by the Indiana Supreme Court. On September 21, 2004, the Indiana Supreme Court overturned the Indiana Tax Court and ruled in favor of the Indiana Department of Revenue. As a result of this ruling, the Company transferred the $1,822,000 from other assets to fixed assets, as the tax was a cost of getting the asset ready for its intended use. Additionally, the Company recorded a charge to depreciation expense for the three months ended September 30, 2004 of approximately $500,000. This charge represents the cumulative depreciation as if the sales and use tax had been capitalized into the cost of the vessel when it was incurred.

 

(7) Trump 29 Services

 

Trump 29 Services operates Trump 29, a casino owned by the Tribe through its sole ownership of the Twenty-Nine Palms Enterprises Corporation, (“Twenty-Nine Palms”), pursuant to the Trump 29 Management Agreement. The term of the Trump 29 Management Agreement is five years and expires during April 2007. Commencing in April 2005, an affiliate of the Tribe has the option of buying-out Trump 29 Services from the Trump 29 Management Agreement for an early termination fee as defined in the Trump 29 Management Agreement. Pursuant to the Trump 29 Management Agreement, in consideration for the management services, Trump 29 Services receives an annual fee based on a percentage of Net Revenues (as defined in the Trump 29 Management Agreement) for each year of the term (the “Management Fee”). Subject to the rights of the Tribe’s lenders and payment of certain priority amounts under the Trump 29 Management Agreement, the Management Fee is payable monthly in amounts equal to the accrued Management Fee for the preceding month plus any accrued, unpaid amounts. Management Fee revenue was $2,988,000 and $6,161,000 for the nine month periods ended September 30, 2003 and 2004, respectively.

 

In the spring of 2004, Trump 29 Services applied to the Gaming Commission of the Tribe (the “Palms Commission”) for the renewal of Trump 29 Services’ gaming license (the “Trump 29 Gaming License”) which is required to be renewed every two years. The Palms Commission has expressed certain concerns regarding the renewal of the Trump 29 Gaming License which THCR believes are unfounded. The Palms Commission has set a mid-November 2004 date to commence the license renewal hearing. There can be no assurances that the Trump 29 Gaming License, which is required under Trump 29 Management Agreement for Trump 29 Services’ management of the day-to-day operations of Trump 29 Casino, will be renewed. In the event the Trump 29 Management Agreement were to be terminated for any reason, including the failure to renew the Trump 29 Gaming License, Trump 29 Services would cease to have the revenues from such agreement, which would adversely affect the liquidity of TCH.

 

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Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

(8) Investment In Buffington Harbor Entities

 

The Company accounts for its investment in the Buffington Harbor Riverboats, L.L.C. (“BHR”) (a 50% joint venture between Trump Indiana and Majestic Star Casino, L.L.C. (“Majestic Star”)) under the equity method of accounting. Trump Indiana and Majestic Star formed BHR and entered into an agreement (the “BHR Agreement”) relating to the joint ownership, development and operation of all common land-based and waterside operations in support of each of Trump Indiana’s and Majestic Star’s separate riverboat casinos at Buffington Harbor. Trump Indiana and Majestic Star are equally responsible for the operating expenses of the common land-based facilities at the site. There can be no assurance that Trump Indiana and/or Majestic Star will be able to fund their respective share of future capital contributions or operating expenses.

 

In accordance with the BHR Agreement, Trump Indiana and Majestic Star pay berthing and other fees in an amount to cover the operating expenses of BHR. Berthing fees and other fees paid are included in general and administrative expenses in the accompanying statements of operations.

 

Selected financial information of BHR as of December 31, 2003 and September 30, 2004 and for the nine months ended September 30, 2003 and 2004 is as follows:

 

     December 31,
2003


   September 30,
2004


Balance Sheet Information

             

Cash

   $ 82,639    $ 343,343

Total current assets

   $ 5,095,856    $ 2,500,605

Property, plant, and equipment, net

   $ 61,881,975    $ 58,374,722

Total assets

   $ 67,079,079    $ 60,973,394

Total current liabilities

   $ 7,223,402    $ 4,720,595

Total liabilities

   $ 7,611,893    $ 5,071,809

Total members’ equity

   $ 59,467,186    $ 55,901,585

 

    

Nine Months Ended

September 30,


 
     2003

    2004

 

Statements of Operations Information

                

Gross revenues

   $ 10,276,367     $ 8,536,109  

Net loss

   $ (3,589,216 )   $ (3,708,813 )

 

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TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

In September 2000, Buffington Harbor Parking Associates (“BHPA”) was formed as a joint venture between Trump Indiana and an affiliate of Majestic Star for the purpose of constructing and operating a parking garage. The estimated cost of the parking garage, including the land, was approximately $25,000,000. BHPA separately leases the parking garage to each of (i) Trump Indiana pursuant to a parking lease, dated June 19, 2001 (the “Trump Indiana Garage Lease”), and (ii) Majestic Star under a substantially identical lease agreement. The term of the Trump Indiana Garage Lease is until December 31, 2018. The initial rent installment, paid by Trump Indiana for the Trump Indiana Garage Lease, was approximately $8,800,000, which is being amortized on a straight-line basis over the term of the lease. In addition, Trump Indiana is obligated to pay BHPA a monthly rent equal to (i) 50% of BHPA’s debt service on the $17,100,000 financing (the “BHPA Financing”) to build the parking garage and (ii) 50% of any construction costs incurred by BHPA in excess of the net proceeds of the BHPA Financing. In the event either lessee defaults on its rental obligation under its garage lease with BHPA, the other party will be obligated to pay rent in an amount sufficient to satisfy 100% of BHPA’s debt service obligations on the BHPA Financing .

 

Selected financial information of BHPA as of December 31, 2003 and September 30, 2004 and for the nine months ended September 30, 2003 and 2004 are as follows:

 

     December 31,
2003


    September 30,
2004


 

Balance Sheet Information

                

Assets

                

Current assets

   $ 2,263,000     $ 1,791,000  

Property and equipment

   $ 34,889,000     $ 34,473,000  

Other assets

   $ 959,000     $ 862,000  

Total assets

   $ 38,111,000     $ 37,126,000  

Liabilities and Equity

                

Current portion of long-term debt

   $ 1,258,000     $ 1,258,000  

Other current liabilities

   $ 4,277,000     $ 3,011,000  

Total current liabilities

   $ 5,535,000     $ 4,269,000  

Long-term debt

   $ 17,310,000     $ 17,439,000  

Deferred revenue - long-term

   $ 16,349,000     $ 15,639,000  

Members’ capital

   $ (1,083,000 )   $ (221,000 )

Total liabilities and equity

   $ 38,111,000     $ 37,126,000  

 

     Nine Months Ended
September 30,


     2003

   2004

Statements of Operations Information

             

Revenues

   $ 2,923,000    $ 3,582,000

Net income

   $ 463,000    $ 369,000

 

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Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

(9) Income Taxes

 

Income tax expense for the three and nine months ended September 30, 2003 and 2004 is comprised of the following:

 

     Three Months Ended
September 30,


   Nine Months Ended
September 30,


     2003

   2004

   2003

   2004

Indiana state income taxes

   $ —      $ 915,000    $ —      $ 20,958,000

New Jersey state income taxes

     388,000      940,000      988,000      1,115,000
    

  

  

  

     $ 388,000    $ 1,855,000    $ 988,000    $ 22,073,000
    

  

  

  

 

Indiana Wagering Tax Add-Back

 

As previously disclosed, in 1999, the Indiana Department of Revenue (the “Department”) issued a Letter of Findings to an unaffiliated Indiana gaming company, which affects Indiana riverboat gaming companies, including Trump Indiana, to the effect that the Riverboat Wagering Tax (the “Tax”), a tax deducted in computing income subject to federal tax, is not deductible when computing Indiana adjusted gross income. The unaffiliated entity that received the Letter of Findings, with the assistance of the Indiana Casino Association, of which Trump Indiana is a member, contested the findings in the Indiana Tax Court on the basis that the Tax is an excise tax and, as such, should be excluded from Indiana’s add-back requirements (that is, it should be deducted in computing gross income for Indiana income tax purposes). In April 2004, the Indiana Tax Court found in favor of the Department. As a result of this ruling, the Company recorded an income tax provision of approximately $19,108,000 during the first quarter of 2004 for the cumulative amount of taxes due since inception at Trump Indiana as if state income taxes were computed by not deducting the Tax in calculating Indiana adjusted gross income. The members of the Indiana Gaming Association subsequently appealed the Indiana Tax Court’s decision to the Indiana Supreme Court. The Indiana Supreme Court refused, however, to grant review of the Indiana Tax Court’s decision. In October 2004, Trump Indiana received a notification from the Department assessing approximately $17 million through 2002 in respect of this tax (the “Tax Assessment”). The total amount of the estimated tax due and accrued on the balance sheet at September 30, 2004 is approximately $20,958,000.

 

Although the Company accrued the liability associated with the Tax, it does not have the cash on hand to provide for the payment in full of the Tax Assessment and any associated interest and penalties. Trump Indiana has met with representatives of the Department regarding a payment schedule for the Tax Assessment. If the Company is unable to arrive at a satisfactory payment schedule with the Department for the Tax Assessment, the Company will consider other alternatives to address this problem.

 

New Jersey State Income Taxes

 

New Jersey state income taxes represent taxes as computed under the alternative minimum method in calculating state income taxes and the New Jersey Profits Tax in the amount of $852,000 and $263,000 for the nine months ended September 30, 2004 and $900,000 and $88,000 for the nine months ended September 30, 2003, respectively.

 

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TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(10) N.J.S.E.A. Subsidy Agreement

 

On April 12, 2004, the twelve Atlantic City casino properties, including Trump Marina, executed an agreement with the New Jersey Sports & Exposition Authority (“NJSEA”) and the New Jersey Casino Reinvestment Development Authority (“CRDA”) to, among other things, enhance purses, fund breeders’ awards, and establish account wagering at New Jersey horse racing tracks (“NJSEA Subsidy Agreement” or “Agreement”).

 

The Agreement provides that the casinos, pro rata according to their gross revenues, shall: (a) pay $34 million to the NJSEA in cash, in four yearly payments through October 15, 2007 and donate $52 million to the NJSEA from the regular payment of their CRDA obligations for use by the NJSEA through 2008 to enhance such purses, fund such breeders’ awards, and establish such account wagering; and (b) donate $10 million from the regular payment of their CRDA obligations for use by the CRDA as grants to such other North Jersey projects as the CRDA shall determine. The $62 million donation of CRDA obligations is conditioned upon the timely enactment and funding of the Casino Expansion Fund Act. Marina Associates has estimated its portion of the industry obligation at approximately 5.0%.

 

The Agreement also anticipated that legislation to establish and fund a $62 million Casino Expansion Fund would be effective by December 1, 2004 and that the fund will be administered by the CRDA and made available pro rata to each casino for the use in expanding its casino hotel facility in the amounts and at the times it makes its donation payments to the CRDA (“Casino Expansion Fund Act”). The Agreement further provides for a moratorium until January 2009, which casinos may enforce by court injunction, on the conduct of “casino gaming” at any New Jersey racetrack (unless casinos controlling a majority of the hotel rooms controlled by the casinos in Atlantic City otherwise agree) and a moratorium until January 2006 on the authorization of “casino gaming” at any New Jersey racetrack, the violation of which would terminate the Agreement and all further payments to the NJSEA and require the NJSEA to return all undistributed cash and the CRDA to return all undistributed donated CRDA obligations to the casinos. The Agreement also grants a license through August 2008 for the display, at no cost to the casino industry, of messages promoting Atlantic City in prominent locations at NJSEA’s Meadowlands and Monmouth racetracks.

 

The Agreement finally provides that, if the Casino Expansion Fund is not established and funded by the New Jersey Legislature by December 1, 2004: (a) the casinos shall provide $7 million in cash to the NJSEA by December 10, 2004 and donate $13 million from the regular payment of their CRDA obligations to the NJSEA for use by the NJSEA to enhance such purses, fund such breeders’ awards and establish such account wagering; (b) the moratorium on the conduct of “casino gaming” at New Jersey racetracks shall expire as of January 2006; and (c) the Agreement shall otherwise terminate.

 

The New Jersey Legislature enacted a law effective June 30, 2004 which: (a) establishes the Atlantic City Expansion Fund, identifies the Casino Hotel Room Occupancy Fee as its funding source, and directs the CRDA to provide the Atlantic City Expansion Fund with $62 million and to make same available to each casino licensee for investment in an eligible project which increases the number of hotel rooms in its casino hotel facility; and (b) fully phases out the 4.25% tax on casino complimentaries as of July 1, 2009.

 

(11) Subsequent Events

 

Recapitalization Plan. As previously disclosed, in the first quarter of 2004, THCR and certain of its subsidiaries entered into various agreements with DLJMB in connection with a proposed recapitalization of THCR. Although, in connection with the DLJMB Transaction, THCR held discussions with a committee comprised of holders of the TCH Notes, no agreement was then arrived at with such committee. On September 22, 2004, by mutual agreement, THCR and DLJMB announced that they had terminated discussions regarding the DLJMB Transaction. After the termination of this proposal, THCR continued to pursue other potential transactions, including debt restructuring and recapitalization alternatives with certain of its debt holders and/or the sale of certain assets.

 

13


Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

On October 21, 2004, THCR issued a press release and filed a Current Report on Form 8-K with the SEC announcing that THCR, TAC, the Company, Mr. Trump, the TAC Note Group and the TCH Note Group have entered into the Support Agreement in connection with the Plan. The Support Agreement provides for, among other things, a restructuring of THCR’s approximately $1.8 billion aggregate principal amount of public indebtedness, including a reduction in the principal amount thereof to approximately $1.25 billion, and a reduction of the weighted average rate of interest thereon from approximately 12% per annum to 8.5% per annum, representing an estimated annual interest expense savings of approximately $98 million (excluding any interest related to borrowings on the $500 million Financing). The Support Agreement and attached term sheet, which include certain terms of the Plan, was filed as an exhibit to the Company’s Form 8-K.

 

As part of the Plan, Mr. Trump would invest approximately $71.4 million in the recapitalized company, $55 million of which would be in the form of cash and the remainder of which would be in the form of a contribution of approximately $16.4 million principal amount of TCH Second Priority Mortgage Notes owned by him (at 90% of the face amount thereof). Upon the consummation of the Plan, Mr. Trump will beneficially own 26.2% of THCR’s common stock (and/or common stock equivalents) on a fully-diluted basis, consisting of (i) 9.12% in return for Mr. Trump’s $55.0 million cash investment; (ii) 2.44% in return for Mr. Trump’s contribution of approximately $16.4 million principal amount of TCH Second Priority Mortgage Notes; (iii) 0.08% in return for all accrued interest on Mr. Trump’s TCH Second Priority Mortgage Notes; (iv) 11.02% in return for Mr. Trump granting a perpetual, royalty-free trademark license to THCR and for terminating his current trademark license agreement and executive services agreement with THCR; (v) 0.06% representing his existing equity interests after dilution upon the issuance of THCR’s new common stock; and (vi) 3.5% issuable upon the exercise of warrants to be issued to Mr. Trump upon the consummation of the Plan, having an exercise price equal to 1.5 times the investment price and a ten-year term. Mr. Trump would also receive a parcel of land owned by THCR in Atlantic City, New Jersey constituting the former World’s Fair site, which may be developed for non-gaming related use, and THCR’s 25% interest in the Miss Universe pageant. In addition, THCR would enter into a renewable three-year development agreement with Mr. Trump pursuant to which The Trump Organization would have the right of first offer to serve as THCR’s general contractor, on commercially reasonable arm’s length terms, with respect to construction and development projects for casinos and casino hotels and related lodging at THCR’s existing and future properties. Mr. Trump will enter into a new services agreement (the “Services Agreement”) having a three-year rolling term and pursuant to which Mr. Trump will be paid $2.0 million per year, plus a discretionary annual bonus and reasonable and accountable expenses incurred in connection with the Services Agreement.

 

Under the Plan, the holders of the Trump AC Mortgage Notes and the unaffiliated holders of the TCH Notes would exchange their notes (approximately $1.8 billion aggregate principal amount) for an aggregate of approximately $24 million in cash, an aggregate of $1.25 billion principal amount of a new series of 8.5% senior second priority mortgage notes with a ten-year maturity, secured by a lien on substantially all of THCR’s assets (the “New Notes”) and approximately $395 million of common stock of THCR valued at the same per share purchase price as Mr. Trump’s investment (assuming the unaffiliated stockholders of THCR fully exercise the stockholder warrants discussed below). In addition, THCR’s unaffiliated common stockholders would receive one year warrants to purchase up to 8.33% of the fully-diluted common stock of the recapitaized company at a per share purchase price based on an assumed pro forma total equity value of the recapitalized company of approximately $582.3 million. The proceeds of such warrant exercise, and any shares reserved for issuance of such warrants that have not been exercised, would be distributed to holders of Trump AC Mortgage Notes after the expiration of the exercise period for such warrants. The Plan also permits up to $100 million of interim financing during the pendency of the chapter 11 proceedings, secured by a first priority lien on substantially all THCR’s assets, which would rank senior in right of payment to the liens securing the Trump AC Mortgage Notes and the TCH Notes. In addition, the Plan permits exit financing up to $500 million, secured by a first priority lien on substantially all of THCR’s assets, which is expected to allow THCR to refurbish and expand its current properties and permit THCR to enter into new and emerging jurisdictions, among other uses.

 

THCR intends to commence its case by November 29, 2004 and expects, but cannot ensure that, the definitive plan contemplated by the Plan will be consummated in the second quarter of 2005. THCR intends to maintain its current level of operations during the proceedings, expects that its patrons and vendors would experience no change in the way THCR does business with them, and anticipates that the proposed plan of reorganization would not impair critical trade creditor claims.

 

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Table of Contents

TRUMP CASINO HOLDINGS, L.L.C.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

Although the TAC Note Group and the TCH Note Group have agreed in principle to support the Plan, such support does not constitute their official approval of a definitive plan of reorganization that is anticipated to be proposed by THCR. Such approval can be obtained only after a court approved plan disclosure document is distributed to persons entitled to vote on the Plan.

 

The consummation of the Plan is subject to a number of conditions that are discussed below in Item 2, the satisfaction of which cannot be assured. There can be no assurances that the Plan will be officially proposed as described herein or approved or consummated.

 

Management Changes. THCR issued a press release on October 28, 2004, and filed a Form 8-K with the SEC on November 1, 2004, announcing, among other things, that Scott C. Butera was appointed as THCR’s President and Chief Operating Officer, which appointment will be effective upon receiving the required regulatory approval.

 

Morgan Stanley. On October 26, 2004, THCR announced that it has retained Morgan Stanley & Co. Incorporated as the joint book-runner and co-lead manager of a proposed $500 million financing that is expected to be consummated as part of the Plan (the “Financing”). Proceeds from the Financing, which will be secured on a first priority lien on substantially all of THCR’s assets, including TCH, are expected to fund immediate capital improvements, as well as certain expansion projects, at THCR’s current properties, including the TCH properties. The Financing would also provide financial resources for THCR to potentially invest in additional jurisdictions. UBS Investment Bank, THCR’s exclusive financial advisor in connection with the Plan, is expected to joint lead the Financing.

 

Beal Bank. THCR issued a press release on November 1, 2004, and filed a Form 8-K on November 4, 2004, announcing that it has selected Beal Bank as the sole lead arranger of the $100 million interim financing (“Interim Financing”) which is expected to be funded as part of the Plan. Proceeds from the Interim Financing, which will be secured by a lien on substantially all of THCR’s assets, are expected to be used to fund certain business costs, including capital expenditures, wages, trade and vendor contracts, and leases.

 

Labor Negotiations. On November 9, 2004, United Here H.E.R.E. Local 54, AFL-CIO (“Local 54,” formerly the Hotel Employees & Restaurant Employees International Union) voted to approve a new five-year collective bargaining agreement with each of THCR’s Atlantic City properties, including Trump Marina. The prior collective bargaining agreement had expired on September 14, 2004. The new collective bargaining agreement will expire on September 14, 2009.

 

15


Table of Contents

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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.

 

The consummation of the Plan is subject to a number of conditions, the satisfaction of which cannot be assured, including, among other things, the negotiation of the investment agreement and other documentation relating to THCR’s arrangements with Donald J. Trump; THCR’s ability to obtain the required consent of noteholders and other constituencies; substantial deterioration of the Company’s and THCR’s base business and cash flows; court approval of the petitioner’s first day papers and other motions presented by it from time to time; the ability of the petitioners to develop, prosecute, confirm and consummate one or more plans of reorganization (or any significant delay with respect thereto); the risk that certain parties may challenge the enforceability of the Support Agreement in connection with the chapter 11 proceedings; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the petitioners to propose and confirm one or more plans of reorganization, or for the appointment of a trustee or to convert the case to a chapter 7 case; the ability of the Company and THCR to continue as a going concern; the ability of the Company and THCR to obtain trade credit, and shipments and terms with vendors and service providers for current orders; the Company’s and THCR’s ability to maintain contracts that are critical to its operations; the ability to fund and execute its business plan; the ability to attract, retain and compensate key executives and associates; and the ability of the Company and THCR to attract and retain customers; licenses and approvals under applicable laws and regulations, including gaming laws and regulations; adverse outcomes of pending litigation or the possibility of new litigation; changes in the competitive climate in which the Company and THCR operate; or a broad downturn in the economy as a whole. Accordingly, there can be no assurance that the Plan will be consummated on the terms as proposed, or at all.

 

These and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Company’s assets, liabilities, common stock and debt securities. No assurances can be given as to what values, if any, might be ascribed to such assets or liabilities or recovered by debt or equity holders in a chapter 11 case. A plan of reorganization could result in holders of THCR’s common stock receiving no value for their interests or more value than that proposed. Because of such possibilities, the value of THCR’s common stock is highly speculative. We urge that appropriate caution be exercised in making investment decisions regarding the Company’s securities.

 

In this section, the words “Company,” “we,” “our,” “ours,” and “us” refer to Trump Casino Holdings, L.L.C. (“TCH”) and its wholly-owned subsidiaries, unless otherwise noted. Through its wholly-owned subsidiaries, TCH owns and operates the Trump Marina Hotel Casino in Atlantic City, New Jersey (“Trump Marina”) and the Trump Casino Hotel, a riverboat gaming facility operating in Buffington Harbor, in Gary, Indiana (the “Trump Indiana Riverboat”). Through another subsidiary, TCH also manages the Trump 29 Casino located in Coachella Valley, California, near Palm Springs (“Trump 29”). Terms not defined in this section shall have the meanings ascribed to them elsewhere in this Quarterly Report on Form10-Q.

 

Overview

 

The Company has incurred recurring operating losses, which totaled $15.7 million and $27.1 million for the years ended December 31, 2002 and 2003, respectively, and $31.3 million for the nine months ended September 30, 2004. The Company had a working capital deficit of $37.2 million at September 30, 2004. The recurring operating losses are primarily the result of substantial debt service obligations on outstanding indebtedness. The Company’s aggregate debt service obligation is expected to be approximately $70 million in 2004.

 

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)

 

Additionally, the Company has experienced increased competition and other challenges in its markets. The Company’s liquidity situation continues to be constrained, due to the Company’s diminished cash flows, increased trade payables, limited capacity to raise additional capital and minimal cash reserves beyond those required to fulfill gaming regulatory requirements. Due to these factors, the Company has not been able to reinvest in the maintenance of its owned properties at desired levels or expand its operations. Furthermore, the Company does not currently have any short-term borrowing capacity available. Although the Company anticipates that it will have sufficient funds on hand to provide for the scheduled debt service obligations on its outstanding indebtedness during 2004, there can be no assurances such funds will be available if it does not undertake reorganization proceedings.

 

Recapitalization Plan

 

On September 22, 2004, by mutual agreement, THCR and DLJMB announced that they had terminated discussions regarding the DLJMB Transaction. After the termination of the DLJMB Transaction, THCR continued to pursue other potential transactions, including debt restructuring and recapitalization alternatives with certain of its debt holders and/or the sale of certain assets.

 

On October 21, 2004, THCR issued a press release and filed a Current Report on Form 8-K with the SEC announcing that THCR, TAC, the Company, Mr. Trump, the TAC Note Group and the TCH Note Group have entered into the Support Agreement. The Support Agreement is an agreement in principle to support the Plan described below in a pre-negotiated chapter 11 proceeding that, if consummated, would result in the Trump AC Mortgage Notes and TCH Notes being exchanged for an aggregate of $1.25 billion principal amount of New Notes, and cash and common stock of the recapitalized company as described below. The New Notes would bear interest at the rate of 8.5% per annum, have a ten-year maturity and would be senior obligations of the issuer, guaranteed by substantially all of THCR’s operating subsidiaries and secured by a lien on substantially all of such operating subsidiaries’ assets, subject to a first priority lien securing the $500 million Financing.

 

If the Plan is successfully completed, THCR expects to achieve:

 

  a reduction of total publicly-traded indebtedness from approximately $1.8 billion to approximately $1.25 billion;

 

  a reduction in average interest rates on THCR’s publicly-traded indebtedness from a weighted average rate of approximately 12% to 8.5% per annum;

 

  a reduction in annual cash interest expense of approximately $98 million (excluding any interest related to borrowings on the $500 million Financing);

 

  an extension of the maturity of THCR’s publicly-traded indebtedness to ten years;

 

  the ability to utilize the $500 million Financing for deferred capital expenditures and future expansions at THCR’s properties;

 

  significant liquidity to support growth in additional gaming jurisdictions and the ability to expand THCR’s brand on a global basis; and

 

  streamlining the public indebtedness of THCR’s subsidiaries into a consolidated single issuer of publicly-traded debt.

 

Under the terms of the Plan contemplated by the Support Agreement, holders of the Trump AC Mortgage Notes would exchange their notes, now approximately $1.3 billion aggregate principal amount, for approximately $777.3 million aggregate principal amount of the New Notes, approximately $50 million in cash, and (assuming that the unaffiliated stockholders of the recapitalized company exercise the warrants discussed below in full) approximately

 

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$384.3 million of common stock of the recapitalized company (approximately 64% of the common shares of the recapitalized company, on a fully-diluted basis (excluding shares to be reserved for management incentive plans and certain warrants)). The value for the common stock of the recapitalized company is based on an assumed pro forma total equity value of the recapitalized company of approximately $582.3 million. This assumed pro forma equity value is not determined in accordance with generally accepted accounting principles and is not a guarantee or forecast of predicted value of the recapitalized company.

 

The holders of the TCH First Priority Mortgage Notes, approximately $425.0 million accreted aggregate principal amount at September 30, 2004, would exchange their TCH First Priority Mortgage Notes for approximately $425.0 million aggregate principal amount of the New Notes, $21.5 million in cash and $8.5 million (based on the assumed pro forma value discussed above) of common stock of the recapitalized company (approximately 1.41% of the common shares of the recapitalized company, on a fully-diluted basis (excluding shares to be reserved for management incentive plans and certain warrants)).

 

The unaffiliated holders of the TCH Second Priority Mortgage Notes, approximately $53.0 million accreted aggregate principal amount at September 30, 2004, would exchange their notes for approximately $47.7 million aggregate principal amount of New Notes, $2.3 million in cash and approximately $2.1 million of common stock (based on an assumed pro forma value of the recapitalized company described above) of the recapitalized company (approximately 0.36% of the primary common shares of the recapitalized company (excluding shares to be reserved for management incentive plans and certain warrants)).

 

In addition, the unaffiliated holders of the Trump AC Mortgage Notes and the TCH Notes would receive certain accrued interest as set forth on the term sheet attached to the Support Agreement.

 

THCR’s existing common stockholders (excluding Mr. Trump) will receive nominal amounts of common stock in the recapitalized company (approximately 0.05% of the amount originally outstanding). In addition, all existing options and warrants to acquire common stock of THCR or in its affiliates will be cancelled. THCR’s unaffiliated common stockholders would also receive one year warrants to purchase shares of common stock of the recapitalized company (up to 8.33%), on a fully-diluted basis at a per share purchase price based upon the pro forma value discussed above.

 

Assuming complete exercise of such warrants, existing unaffiliated common stockholders would pay $50.0 million for approximately 8.33% of the fully-diluted common stock of the recapitalized company. Proceeds from the exercise of the warrants, and any shares reserved for issuance of such warrants that have not been exercised, will be distributed to the holders of the Trump AC Mortgage Notes, as described above. The rights to purchase new shares of common stock in the recapitalized company will be implemented through the issuance of warrants on the date that the Plan of reorganization is consummated.

 

As part of the Plan, Mr. Trump would:

 

  invest up to $71.4 million in the equity of the recapitalized company and/or its holding subsidiary, $55 million in cash and the balance through the contribution of conversion of approximately $16.4 million aggregate principal amount of the TCH Second Priority Mortgage Notes owned by him;

 

  enter into a services agreement and terminate his existing executive agreement; and

 

  grant to the recapitalized company a perpetual and exclusive worldwide trademark license to use his name and likeness and all related marks and intellectual property rights currently licensed to THCR in connection with any casino and gaming activities, subject to customary terms and conditions, and terminate his existing trademark license agreement with THCR.

 

Upon the consummation of the Plan, Mr. Trump will beneficially own 26.2% of THCR’s common stock (and/or common stock equivalents) on a fully-diluted basis, consisting of (i) 9.12% in return for Mr. Trump’s $55.0 million cash investment; (ii) 2.44% in return for Mr. Trump’s contribution of approximately $16.4 million principal amount of TCH

 

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Second Priority Mortgage Notes; (iii) 0.08% in return for all accrued interest on Mr. Trump’s TCH Second Priority Mortgage Notes; (iv) 11.02% in return for Mr. Trump granting a perpetual, royalty-free trademark license to THCR and for terminating his current trademark license agreement and executive services agreement with THCR; (v) 0.06% representing his existing equity interests after dilution upon the issuance of THCR’s new common stock; and (vi) 3.5% issuable upon the exercise of warrants to be issued to Mr. Trump upon the consummation of the Plan, having an exercise price equal to 1.5 times the investment price and a ten-year term. Mr. Trump would also receive a parcel of land owned by THCR in Atlantic City, New Jersey constituting the former World’s Fair site, which may be developed for non-gaming related use, and THCR’s 25% interest in the Miss Universe pageant. In addition, the recapitalized company would enter into a renewable three-year development agreement with Mr. Trump pursuant to which The Trump Organization would have the right of first offer to serve as THCR’s general contractor, on commercially reasonable arm’s length terms, with respect to construction and development projects for casinos and casino hotels and related lodging at THCR’s existing and future properties. Mr. Trump will enter into a new services agreement having a three-year rolling term and pursuant to which Mr. Trump will be paid $2.0 million per year, plus a discretionary annual bonus and reasonable and accountable expenses incurred in connection with the Services Agreement.

 

The recapitalized company’s Board of Directors will consist of nine members. Initially, the TAC Note Group will designate five directors (the “Class A Directors”), and Mr. Trump will designate three. The TAC Note Group and Mr. Trump will jointly select one independent director (as defined by the New York Stock Exchange and Securities and Exchange Commission). It is anticipated that each of the Class A Directors will also be independent. However, subject to regulatory approval, one or more of the holders of the TAC Notes may decide to serve as a Class A Director. The Plan contemplates that Mr. Trump will enter into a voting agreement which will provide for the continued election of the initial Class A Directors (and any person selected to fill a vacancy) for a mutually agreeable period. Vacancies among the Class A Directors will be filled by the remaining Class A Directors or by a mechanism approved by the gaming regulators. The Class A Directors will make up a majority of each committee of the recapitalized company’s Board of Directors, and Mr. Trump may be a member of each of the committees, excluding the compensation committee and audit committee which must be comprised solely of independent directors under the New York Stock Exchange’s governance requirements. Mr. Trump may serve as a member of the Board of Directors as long as he continues to be engaged by THCR pursuant to his new Services Agreement. The number of directors that Mr. Trump will be able to nominate to the Board will be subject to adjustment based on his respective ownership of the recapitalized company’s common stock at any given time. Senior management of the recapitalized company will be selected by the Board of Directors by a simple majority vote at which a quorum is present. Any decision by the recapitalized company’s Board of Directors to sell one or more of THCR’s current properties will require the approval of a majority of directors, including the affirmative vote of Mr. Trump, if he is a director at the time, and at least one of his board designees. Mr. Trump’s written approval will be required in the event Mr. Trump is not a director at the time such decision is made as long as he beneficially owns not less than a certain agreed upon percentage of common stock or common stock equivalents; provided, however, that the recapitalized company may, in its sole discretion, indemnify Mr. Trump for adverse tax consequences to him as a result of such a sale.

 

Under the Support Agreement, THCR is required to commence its case by November 29, 2004. THCR anticipates, but cannot ensure, that the definitive plan of reorganization contemplated by the proposed recapitalization plan will be consummated in the second quarter of 2005.

 

The consummation of the Plan is subject to a variety of conditions discussed below. The Company intends to maintain its current level of operations during the pendency of the proceedings, expects that its patrons and vendors would experience no change in the way the Company does business with them, and anticipates that the proposed plan of reorganization would not impair critical trade creditor claims. On November 1, 2004, THCR issued a press release announcing that it has selected Beal Bank as the sole lead arranger of the $100 million interim financing (“Interim Financing”) which is expected to be funded as part of the Plan. Proceeds from the Interim Financing, which will be secured by a lien on substantially all of the assets of THCR’s operating subsidiaries, are expected to be used to fund certain business costs, including capital expenditures, wages, trade and vendor contracts and leases.

 

Although the TAC Note Group and the TCH Note Group have agreed in principle to support the Plan, such support does not constitute their official approval of the definitive plan of reorganization that is anticipated to be proposed by THCR after a chapter 11 proceeding is commenced. Such approval can be obtained only after a court approved plan disclosure document is distributed to persons entitled to vote on the definitive plan.

 

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As discussed above, the consummation of the Plan is subject to a number of conditions, the satisfaction of which cannot be assured, including, among other things, the negotiation of an indenture governing the New Notes, the documentation relating to THCR’s proposed arrangements with Mr. Trump and a definitive plan of reorganization. The definitive plan of reorganization would also be subject to obtaining applicable governmental approvals, including court confirmation of the plan of reorganization and approval of the related solicitation materials and gaming regulatory authority approvals. The definitive terms and conditions of the plan of reorganization would be outlined in a disclosure statement that would be sent to security holders and creditors entitled to vote on the definitive plan of reorganization. There can be no assurances that the Plan will be officially proposed as described herein, approved or consummated.

 

None of the securities proposed to be issued in connection with the Plan (including the New Notes and shares referenced herein) have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. None of the Support Agreement, the term sheet attached thereto or press release issued by THCR constitutes an offer to sell or the solicitation of offers to buy any security or constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

On October 21, 2004, the Company filed a Current Report on Form 8-K with the SEC and furnished as exhibits to the report the Support Agreement (including the term sheet provided to certain noteholders, and Mr. Trump).

 

Factors That May Affect Our Future Results

 

Some of the factors that may affect our future results are discussed below. For a discussion of other factors that may affect our future results, please see our Annual Report on Form 10-K for the year ended December 31, 2003, previously filed with the SEC and available for inspection on our website at www.trump.com.

 

We have substantial indebtedness and interest expense which limit our capital expenditures.

 

TCH has substantial indebtedness and associated interest expense. At September 30, 2004, our consolidated long-term debt was approximately $510.6 million. The TCH Notes are guaranteed by Marina Associates, Trump Indiana and Trump 29 Services and are secured by substantially all of the fixed and other assets of such entities on a first priority basis. Management believes that this indebtedness and associated interest expense hinders the Company’s ability to reinvest in the maintenance of its owned properties at desired levels.

 

THCR is pursuing the Plan which is intended to reduce debt and provide capital, the completion of which cannot be assured.

 

The consummation of the Plan is subject to a number of conditions, the satisfaction of which cannot be assured, including, among other things, the negotiation and performance of definitive transaction documents in connection with the proposed restructuring, including documents pertaining to the Interim Financing and Financing; THCR’s ability to obtain the required consents of noteholders and other constituencies to carry out the proposed Plan; substantial deterioration of the Company’s and THCR’s base business and cash flows; the negotiation of the potential arrangements with Donald J. Trump in connection with the proposed restructuring; court approval of the petitioner’s first day papers and other motions presented by it from time to time; the ability of the Company and THCR to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the chapter 11 case (or any significant delay with respect thereto); the risk that certain parties may challenge the enforceability of the Support Agreement in connection with the proceedings; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for THCR to propose and confirm one or more plans of reorganization, or for the appointment of a trustee or to convert the case to a chapter 7 case; the ability of the Company and THCR to continue as a going concern; the ability of the Company and THCR to obtain trade credit, and shipments and terms with vendors

 

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and service providers for current orders; the Company’s and THCR’s ability to maintain contracts that are critical to its operations; the ability to fund and execute its business plan; the ability to attract, retain and compensate key executives and associates; and the ability of the Company and THCR to attract and retain customers; licenses and approvals under applicable laws and regulations, including gaming laws and regulations; adverse outcomes of pending litigation or the possibility of new litigation; changes in the competitive climate in which the Company and THCR operate; or a broad downturn in the economy as a whole. Accordingly, there can be no assurance that the Plan will be consummated on the terms as proposed, or at all, or that actual results will not differ significantly from the terms expressed in this report. Even if the definitive plan is approved and implemented, and facilitates the desired expansion and development of THCR’s properties, the change may not lead to the hoped for increase in the volume and profitability of THCR’s business.

 

Alternatives to the Plan

 

If the Plan is not consummated, THCR will continue to consider alternatives to optimize stakeholder return, reduce its consolidated indebtedness and improve its capital structure. There is no assurance that any such alternatives will be concluded or that stockholder return would be optimized.

 

The loss of Trump 29 Services’ Gaming License and Management Agreement would adversely affect the liquidity of TCH.

 

Trump 29 Services operates Trump 29, a casino owned by the Tribe through its sole ownership of the Twenty-Nine Palms Enterprises Corporation, (“Twenty-Nine Palms”), pursuant to the Trump 29 Management Agreement. The term of the Trump 29 Management Agreement is five years and expires during April 2007. Commencing in April 2005, an affiliate of the Tribe has the option of buying-out Trump 29 Services from the Trump 29 Management Agreement for an early termination fee as defined in the Trump 29 Management Agreement. Pursuant to the Trump 29 Management Agreement, in consideration for the management services, Trump 29 Services receives an annual fee based on a percentage of Net Revenues (as defined in the Trump 29 Management Agreement) for each year of the term (the “Management Fee”). Subject to the rights of the Tribe’s lenders and payment of certain priority amounts under the Trump 29 Management Agreement, the Management Fee is payable monthly in amounts equal to the accrued Management Fee for the preceding month plus any accrued, unpaid amounts. Management Fee revenue was $2,988,000 and $6,161,000 for the nine month periods ended September 30, 2003 and 2004, respectively.

 

In the spring of 2004, Trump 29 Services applied to the Gaming Commission of the Tribe (the “Palms Commission”) for the renewal of Trump 29 Services’ gaming license (the “Trump 29 Gaming License”) which is required to be renewed every two years. The Palms Commission has expressed certain concerns regarding the renewal of the Trump 29 Gaming License which THCR believes are unfounded. The Palms Commission has set a mid-November 2004 date to commence the license renewal hearing. There can be no assurances that the Trump 29 Gaming License, which is required under Trump 29 Management Agreement for Trump 29 Services’ management of the day-to-day operations of Trump 29 Casino, will be renewed. In the event the Trump 29 Management Agreement were to be terminated for any reason, including the failure to renew the Trump 29 Gaming License, Trump 29 Services would cease to have the revenues from such agreement, which would adversely affect the liquidity of TCH.

 

The rate of interest payable on the TCH Notes increased on March 15, 2004, thereby increasing TCH’s interest expense.

 

The interest rate on the TCH Notes increases by 0.5% per annum if TCH’s First Priority Leverage Ratio for any fiscal year, commencing with the year ended December 31, 2003, exceeds 4.8 to 1.0, and by 1.0% per annum if the First Priority Leverage Ratio exceeds 5.3 to 1.0. The First Priority Leverage Ratio test for the year ended December 31, 2003 resulted in an increase in the interest rates on the TCH Notes of 1.0%. Such increase is effective from and after March 15, 2004 to March 14, 2005, at which point the rates of interest payable on the TCH Notes would be restored to their original levels, unless the First Priority Leverage Ratio computation for fiscal 2004 results in an increase. The estimated impact on interest expense for such period will be approximately $4,900,000. This will further constrain the ability of TCH to improve its properties, particularly Trump Marina in the intensely competitive Marina District of Atlantic City.

 

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Restrictions contained in the indentures governing our current public indebtedness impose limits on our ability to pursue certain business strategies.

 

The indentures governing the TCH Notes contain operating and financial restrictions that limit our discretion on various business matters. These restrictions include covenants limiting our ability to:

 

incur additional debt (with certain limited exceptions) without satisfying certain financial ratios that TCH cannot currently meet;

 

grant liens;

 

make capital expenditures;

 

make investments without satisfying certain financial ratios that TCH cannot currently meet;

 

sell assets without making an offer to purchase TCH Notes;

 

merge or consolidate with another company;

 

pay dividends and other distributions;

 

issue stock of subsidiaries; and

 

enter into transactions with affiliates.

 

These restrictions may severely restrict our flexibility in planning for, or reacting to, changes in our business and the gaming industry. This reduced flexibility could hurt our results of operations and our ability to meet our debt service obligations with respect to our indebtedness.

 

Pennsylvania and New York have enacted gaming legislation which may harm us, and other states may do so in the future.

 

In July 2004, the Pennsylvania state legislature passed extensive legislation that could adversely affect us. The legislation permits up to 61,000 slot machines statewide at up to 14 different locations, seven or eight of which would be at racetracks, plus four or five slot parlors and two small resorts. Three of the racetracks, Pocono Downs, Philadelphia Park and Chester Downs, as well as two slot parlors located within the city limits of Philadelphia, are in Atlantic City’s customer markets. It is anticipated that up to 15,000 slot machines could be in place by 2006.

 

Also in July 2004, the Appellate Division of the Supreme Court of New York unanimously ruled that Indian-owned casinos could legally be operated in New York under the New York state law passed in October 2001. The law 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 American tribes. In addition, the legislation allows slot machines to be placed in Indian-owned casinos. The court also ruled that New York State could participate in the multi-state Mega-Millions lottery game. New Jersey currently participates in the Mega-Millions lottery game as well.

 

The New York law had also permitted the installation of video lottery terminals, or VLTs, at five horse racing tracks situated across the state of New York. In its July 2004 ruling, however, the Appellate Division of the Supreme Court of New York ruled that the law was unconstitutional because it required that a portion of VLT revenues go to horse racing breeding funds and track purses. New York’s constitution stipulates that all net proceeds from lottery games go to aid education in New York State. It is anticipated that the ruling will be appealed.

 

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In addition, other states neighboring New Jersey, including Maryland, are currently contemplating gaming legislation. The net effect of these facilities and other items, when operational, on Atlantic City, including Trump Marina, cannot be predicted. Since our market is primarily a drive-to market, legalized gaming in one or more states neighboring or within close proximity to New Jersey could have a material adverse effect on the Atlantic City gaming market overall, including Trump Marina.

 

We do not know how the recently announced gaming company mergers will, upon consummation, affect us.

 

In June 2004, MGM Mirage and Mandalay Resort Group announced that they have entered into a definitive merger agreement under which MGM Mirage will purchase Mandalay. If consummated, the MGM Mirage would own and operate up to 28 properties across the country. Also, in July 2004, Harrah’s Entertainment, Inc. announced its intention of buying Caesars Entertainment, Inc., which would, if consummated, create the world’s largest gaming company with as many as 54 casinos across the country. The Harrah’s-Caesars company would hold a large percentage of properties in jurisdictions in which we currently compete. The final terms of either of these mergers, including whether or not any of the companies will have to divest of any of their properties under the federal anti-trust laws or under the rules and regulations promulgated by the various gaming regulatory agencies, are unknown at this time. The effects of either of these mergers on the gaming market, in general, or on any jurisdiction in which we currently have properties, in particular, cannot be ascertained at this time.

 

Taxation of the gaming industry, already significant, may increase in the future which would reduce our profitability.

 

Indiana Wagering Tax Add-Back

 

As previously disclosed, in 1999, the Indiana Department of Revenue (the “Department”) issued a Letter of Findings to an unaffiliated Indiana gaming company, which affects Indiana riverboat gaming companies, including Trump Indiana, to the effect that the Riverboat Wagering Tax (the “Tax”), a tax deducted in computing income subject to federal tax, is not deductible when computing Indiana adjusted gross income. The unaffiliated entity that received the Letter of Findings, with the assistance of the Indiana Casino Association, of which Trump Indiana is a member, contested the findings in the Indiana Tax Court on the basis that the Tax is an excise tax and, as such, should be excluded from Indiana’s add-back requirements (that is, it should be deducted in computing gross income for Indiana income tax purposes). In April 2004, the Indiana Tax Court found in favor of the Department. As a result of this ruling, the Company recorded an income tax provision of approximately $19,108,000 during the first quarter of 2004 for the cumulative amount of taxes due since inception at Trump Indiana as if state income taxes were computed by not deducting the Tax in calculating Indiana adjusted gross income. The members of the Indiana Gaming Association subsequently appealed the Indiana Tax Court’s decision to the Indiana Supreme Court. The Indiana Supreme Court refused, however, to grant review of the Indiana Tax Court’s decision. In October 2004, Trump Indiana received a notification from the Department assessing approximately $17 million through 2002 in respect of this tax (the “Tax Assessment”). The total amount of the estimated tax due and accrued on the balance sheet at September 30, 2004 is approximately $20,958,000.

 

Although the Company accrued the liability associated with the Tax, it does not have the cash on hand to provide for the payment in full of the Tax Assessment and any associated interest and penalties. Trump Indiana has met with representatives of the Department regarding a payment schedule for the Tax Assessment. If the Company is unable to arrive at a satisfactory payment schedule with the Department for the Tax Assessment, the Company will consider other alternatives to address this problem.

 

NJSEA Subsidy Agreement

 

On April 12, 2004, the twelve Atlantic City casino properties, including Trump Marina, executed an agreement with the New Jersey Sports & Exposition Authority (“NJSEA”) and the New Jersey Casino Reinvestment Development Authority (“CRDA”) to, among other things, enhance purses, fund breeder’s awards and establish account wagering at New Jersey horse racing tracks (“NJSEA Subsidy Agreement” or “Agreement”).

 

The Agreement provides that the casinos, pro rata according to their gross revenues, shall: (a) pay $34 million to the NJSEA in cash, in four yearly payments through October 15, 2007 and donate $52 million to the NJSEA from the regular payment of their CRDA obligations for use by the NJSEA through 2008 to enhance such purses, fund such

 

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breeders’ awards and establish such account wagering; and (b) donate $10 million from the regular payment of their CRDA obligations for use by the CRDA as grants to such other North Jersey projects as the CRDA shall determine. The $62 million donation of CRDA obligations is conditioned upon the timely enactment and funding of the Casino Expansion Fund Act. Marina Associates has estimated its portion of the industry obligation at approximately 5.0%.

 

The Agreement also anticipated that legislation to establish and fund a $62 million Casino Expansion Fund would be effective by December 1, 2004 and that the fund will be administered by the CRDA and made available pro rata to each casino for the use in expanding its casino hotel facility in the amounts and at the times it makes its donation payments to the CRDA (“Casino Expansion Fund Act”). The Agreement further provides for a moratorium until January 2009, which casinos may enforce by court injunction, on the conduct of “casino gaming” at any New Jersey racetrack (unless casinos controlling a majority of the hotel rooms controlled by the casinos in Atlantic City otherwise agree) and a moratorium until January 2006 on the authorization of “casino gaming” at any New Jersey racetrack, the violation of which would terminate the Agreement and all further payments to the NJSEA and require the NJSEA to return all undistributed cash and the CRDA to return all undistributed donated CRDA obligations to the casinos. The Agreement also grants a license through August 2008 for the display, at no cost to the casino industry, of messages promoting Atlantic City in prominent locations at NJSEA’s Meadowlands and Monmouth racetracks.

 

The Agreement finally provides that, if the Casino Expansion Fund is not established and funded by the New Jersey Legislature by December 1, 2004: (a) the casinos shall provide $7 million in cash to the NJSEA by December 10, 2004 and donate $13 million from the regular payment of their CRDA obligations to the NJSEA for use by the NJSEA to enhance such purses, fund such breeders’ awards and establish such account wagering; (b) the moratorium on the conduct of “casino gaming” at New Jersey racetracks shall expire as of January 2006; and (c) the Agreement shall otherwise terminate.

 

The New Jersey Legislature enacted a law effective June 30, 2004 which: (a) establishes the Atlantic City Expansion Fund, identifies the Casino Hotel Room Occupancy Fee as its funding source and directs the CRDA to provide the Atlantic City Expansion Fund with $62 million and to make same available to each casino licensee for investment in an eligible project which increases the number of hotel rooms in its casino hotel facility; and (b) fully phases out the 4.25% tax on casino complimentaries as of July 1, 2009.

 

Future changes in state taxation of casino gaming companies in jurisdictions in which we operate cannot be predicted, and any such changes could adversely affect our profitability.

 

Critical Accounting Policies

 

The preparation of our financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management periodically evaluates its policies and the estimates and assumptions related to such policies. The TCH Properties operate in highly regulated industries and are subject to regulations that describe and regulate operating and internal control procedures. TCH believes its most critical accounting policies and significant estimates are described below.

 

Revenue Recognition and Allowance for Doubtful Accounts

 

The majority of our revenue is from gaming activities, and the majority of such revenue is derived from cash, which by nature does not involve estimations. The Company extends credit on a discretionary basis to select qualified patrons. Credit play as a percentage of total dollars wagered has been historically approximately 20%. We establish credit limits based upon the particular patron’s creditworthiness, as determined by an examination of various factors including a credit check of the patron, a verification of the patron’s personal checking account balance, and checking the patron’s credit limits and indebtedness at other casinos. We maintain an allowance for doubtful accounts for those customers whose checks have been unable to be deposited due to non-sufficient funds. This allowance is based on a specific review of customer accounts as well as a review of the history of write-offs of returned markers. Management believes that the reserve recorded is reasonable; however, these estimates could change in the near term based on actual collection experience with each returned marker.

 

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Long-lived Assets

 

Management has determined that its policy associated with TCH’s long-lived assets and the related estimates is critical to the preparation of the consolidated financial statements. TCH has a significant investment in long-lived property and equipment. Management estimates that the undiscounted future cash flows expected to result from the use of these assets exceed the current carrying value of these assets. Any adverse change to the estimate of these undiscounted cash flows could necessitate an impairment charge that would adversely affect operating results. Management estimates the useful lives for TCH’s assets based on historical experience and the estimates of assets’ commercial lives. Should the actual life of a class of assets differ from the estimated useful life, an impairment charge would be recorded. Management reviews useful lives and obsolescence and assesses commercial viability of TCH’s assets periodically.

 

Self-Insurance Reserves

 

Self-insurance reserves represent the estimated amounts of uninsured claims related to employee health medical costs, workers’ compensation, and personal injury claims that have occurred in the normal course of business. These reserves are established by management based upon specific review of open claims, with consideration of incurred but not reported claims as of the balance sheet date. The costs of the ultimate disposition of these claims may differ from these reserve estimates.

 

Recent Accounting Pronouncements

 

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an interpretation of ARB 51”. The primary objectives of this interpretation are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (“variable interest entities”) and how to determine when and which business enterprise (the “primary beneficiary”) should consolidate the variable interest entity. This new model for consolidation applies to an entity in which either (i) the equity investors (if any) do not have a controlling financial interest; or (ii) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that the primary beneficiary, as well as all other enterprises with a significant variable interest in a variable interest entity, make additional disclosures. Adoption of this pronouncement had no material impact on the Company’s consolidated financial position, consolidated results of operations, or liquidity.

 

Financial Condition - Liquidity and Capital Resources

 

The Company had a working capital deficit of $37.2 million at September 30, 2004 and has experienced recurring operating losses. The recurring operating losses are primarily the result of substantial debt service obligations on outstanding indebtedness. The Company’s aggregate debt service obligation on the TCH Notes is expected to be approximately $70 million in 2004. Additionally, the Company has experienced increased competition and other challenges in its markets. The Company’s liquidity situation continues to be constrained, due to the Company’s diminished cash flows, increased trade payables, limited capacity to raise additional capital and minimal cash reserves beyond those required to fulfill gaming regulatory requirements. To address these factors, THCR has pursued various recapitalization and debt restructuring transactions and recently announced the Plan.

 

Cash flows from operating activities of the TCH Properties and the management fees generated pursuant to the Trump 29 Management Agreement are TCH’s primary source of liquidity. To a lesser extent, TCH has relied on capital lease financing for its capital resource needs. TCH’s ability to borrow funds for its liquidity needs is severely restricted by covenants in the indentures governing the TCH Notes and by its already high levels of indebtedness and related interest expense. Sources of TCH’s short-term and long-term liquidity include primarily: (i) table win, (ii) slot win, (iii) room revenues, (iv) food and beverage sales and (v) miscellaneous items, less promotional expenses.

 

If the Plan is not successfully consummated, there can be no assurances that TCH will be able to make its debt service obligations on the TCH Notes, and will seek alternative sources of financing. 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

 

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to the gaming industry or to TCH and its subsidiaries, specifically, will be conducive to refinancing debt on reasonable terms, or at all. Also, in connection with their audit of the Company’s financial statements for the year ended December 31, 2003, the Company’s independent auditors expressed substantial doubt about the Company’s ability to continue as a going concern, absent the successful completion of a restructuring or alternative transaction. The Company’s financial condition would also make it difficult for the Company to obtain alternative financing in the event the Plan is not consummated.

 

The TCH Properties also compete with other casino/hotels and riverboats 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. In July 2003, the Borgata opened in Atlantic City’s marina district. Since its opening, the Borgata has adversely affected the revenues of Trump Marina, and has also announced its intentions to expand. In addition, some of our Atlantic City competitors have recently completed substantial renovations designed to improve their competitive position. Furthermore, alternatives to casino style gambling, such as VLTs, are increasing in the northeast region of the country from which we attract most of our customers.

 

In July 2004, the Pennsylvania state legislature passed extensive legislation permitting up to 61,000 slot machines statewide at up to 14 different locations, seven or eight of which would be at racetracks, plus four or five slot parlors and two small resorts. Three of the racetracks, Pocono Downs, Philadelphia Park and Chester Downs, as well as two slot parlors located within the city limits of Philadelphia, are in Atlantic City’s customer markets. It is anticipated that up to 15,000 slot machines would be in place by 2006. Also in July 2004, the Appellate Division of the Supreme Court of New York unanimously ruled that Indian-owned casinos could legally be operated in New York under the New York state law passed in October 2001. Legalized gaming in one or more states neighboring, or within close proximity to, Atlantic City, New Jersey could have a material adverse effect on the Atlantic City gaming market, overall, including Trump Marina. See “Factors That May Affect Our Future Results – Pennsylvania and New York have enacted gaming legislation which may harm us, and other states may do so in the future.”

 

In October 2004, Trump Indiana received a notification from the Indiana Department of Revenue assessing Trump Indiana approximately $17 million through 2002 for its share of an industry-wide tax assessment affecting Indiana riverboat gaming companies. Trump Indiana has met with representatives of the Department regarding a payment schedule for the tax assessment. If the Company is unable to arrive at a satisfactory schedule with the Department for the Tax Assessment, the Company will consider other alternatives to address this problem. The total amount of the estimated tax due and accrued on the balance sheet at September 30, 2004 is approximately $21.0 million. See “Factors That May Affect Our Future Results – Taxation of the gaming industry. Indiana Wagering Tax Add-back.”

 

The Tribe’s Palms Commission has set a mid-November 2004 date to commence Trump 29 Services’ license renewal hearing. There can be no assurances that the Trump 29 Gaming License, which is required under the Trump 29 Management Agreement, will be renewed. The loss of the Trump 29 Management Agreement would adversely impact the liquidity of TCH. See “Factors That May Affect Our Future Results – The loss of Trump 29 Services’ Gaming License and Management Agreement would adversely affect the liquidity of TCH.”

 

Due to the Company’s constrained liquidity position, resulting in part from substantial indebtedness and related interest expense, we have not been able to refurbish our properties to desired levels or to pursue various capital expansion plans, such as the addition of more hotel rooms, or undertake significant new business initiatives. In the recent past, we have experienced increased competition and other challenges in our markets, including increased capital spending by our competitors and increased taxes, which have contributed to our reduced operating results. For these reasons, we have explored various strategies to favorably resolve this situation for all of our constituencies, including the possible sale of some or all of our assets, a restructuring of our indebtedness through out-of-court or in-court proceedings, refinancing of indebtedness, attracting substantial new equity investment and analyzing various other restructuring and reinvestment scenarios. Recently, we announced our plans to pursue a comprehensive recapitalization plan that, if consummated, is intended to decrease our interest expense and improve our liquidity and capital resources. There can be no assurances that the Plan will be consummated, or if consummated, that it will have the intended results.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)

 

TRUMP CASINO HOLDINGS, L.L.C.

CONSOLIDATING CAPITAL EXPENDITURES

(in thousands)

 

     Trump
Marina


   Trump
Indiana


   Total
TCH


FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

                    

Purchase of Property & Equipment

   $ 3,968    $ 1,808    $ 5,776

Capital Lease Additions

     5,831      4,710      10,541
    

  

  

Total Capital Expenditures

   $ 9,799    $ 6,518    $ 16,317
    

  

  

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

                    

Purchase of Property & Equipment

   $ 2,661    $ 1,951    $ 4,612

Capital Lease Additions (a)

     5,992      89      6,081
    

  

  

Total Capital Expenditures

   $ 8,653    $ 2,040    $ 10,693
    

  

  


(a) Capital lease additions were principally slot machines.

 

Comparison of Results of Operations for the Three Month Periods Ended September 30, 2003 and 2004

 

Overview

 

We own and operate two casino gaming facilities, Trump Marina and the Trump Indiana Riverboat, and manage a third casino gaming facility, Trump 29. These businesses derive substantial benefit from the “Trump” name and its association with quality amenities and first class service. A number of other factors, including proven executive and property level management, combined with our focus on slot revenue, well-targeted marketing programs, stringent cost controls, strong customer service and improved customer access to our owned properties have positioned each property to capitalize on its strong competitive position. We believe that our business strategy discussed above at each property should enable us to capitalize on certain near-term growth opportunities.

 

In connection with the TCH Notes Offering, Marina Associates, Trump Indiana, THCR Management and Trump 29 Services became wholly-owned subsidiaries of TCH. There was no other entity, which had significant assets or operations, which became a wholly-owned subsidiary of TCH. Prior to the date of consummation of the TCH Notes Offering, TCH had no significant assets or operations. Accordingly, we have included a discussion and analysis of the financial condition and results of operations of each of Marina Associates, Trump Indiana, and THCR Management. Management’s Discussion and Analysis of Financial Condition and Results of Operations of each of these entities should be read in connection with the respective financial statements and notes thereto included elsewhere in this Form 10-Q. See Note (1) to the “Notes to Condensed Consolidated Financial Statements (unaudited).”

 

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)

 

The financial information presented below reflects the financial condition and results of operations of Trump Marina and Trump Indiana. TCF is a wholly-owned subsidiary of TCH and has no business operations.

     Three Months Ended September 30,

 
    

2003

Trump

Marina


   

2004

Trump

Marina


   

2003

Trump

Indiana


   

2004

Trump

Indiana


   

2003

Total

TCH*


   

2004

Total

TCH*


 
     (in thousands)  

Revenues:

                                                

Gaming

   $ 68,395     $ 71,761     $ 34,631     $ 34,653     $ 103,026     $ 106,414  

Other

     18,642       19,009       2,267       2,166       21,748       22,847  
    


 


 


 


 


 


Gross revenues

     87,037       90,770       36,898       36,819       124,774       129,261  

Less: promotional allowances

     18,711       20,734       3,842       2,784       22,553       23,518  
    


 


 


 


 


 


Net revenues

     68,326       70,036       33,056       34,035       102,221       105,743  
    


 


 


 


 


 


Costs and expenses:

                                                

Gaming

     32,953       32,356       17,072       18,158       50,025       50,514  

Other

     4,439       4,491       1,742       1,677       6,181       6,168  

General and administrative

     16,005       15,982       6,496       5,661       22,925       22,041  

General and administrative - related party

     832       947       1,454       1,573       839       966  

Debt renegotiation costs

     —         —         —         —         —         857  

Depreciation and amortization

     6,017       5,265       1,720       2,263       7,737       7,528  
    


 


 


 


 


 


Total costs and expenses

     60,246       59,041       28,484       29,332       87,707       88,074  
    


 


 


 


 


 


Income from operations

     8,080       10,995       4,572       4,703       14,514       17,669  
    


 


 


 


 


 


Interest income

     8       48       21       13       43       93  

Interest expense

     (11,078 )     (11,811 )     (2,181 )     (2,207 )     (16,658 )     (17,926 )

Interest expense - related party

     —         —         —         —         (664 )     (747 )

Gain (loss) on debt retirement, net

     —         —         —         —         —         —    

Other non-operating income (expense)

     —         —         —         (16 )     —         (16 )
    


 


 


 


 


 


Total non-operating expense, net

     (11,070 )     (11,763 )     (2,160 )     (2,210 )     (17,279 )     (18,596 )
    


 


 


 


 


 


Income (loss) before equity in loss from joint venture and income taxes

     (2,990 )     (768 )     2,412       2,493       (2,765 )     (927 )

Equity in loss from Buffington Harbor

     —         —         (625 )     (204 )     (625 )     (204 )

Provision for income taxes

     (388 )     (940 )     —         (915 )     (388 )     (1,855 )
    


 


 


 


 


 


Net income (loss)

   $ (3,378 )   $ (1,708 )   $ 1,787     $ 1,374     $ (3,778 )   $ (2,986 )
    


 


 


 


 


 



* Income and expenses of TCH and THCR Management are not separately shown.

 

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Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)

 

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

     Three Months Ended September 30,

 
     2003
Trump
Marina


    2004
Trump
Marina


    2003
Trump
Indiana


    2004
Trump
Indiana


   

2003

Total

TCH*


   

2004

Total

TCH*


 
     (in thousands)  

Table Game Revenues (1)

   $ 15,176     $ 15,467     $ 4,531     $ 4,428     $ 19,707     $ 19,895  

Increase (decrease) from Prior Period

           $ 291             $ (103 )           $ 188  

Table Game Drop (2)

   $ 95,470     $ 97,799     $ 29,683     $ 28,047     $ 125,153     $ 125,846  

Increase (decrease) from Prior Period

           $ 2,329             $ (1,636 )           $ 693  

Table Game Win Percentage (3)

     15.9 %     15.8 %     15.3 %     15.8 %     15.7 %     15.8 %

Increase (decrease) from Prior Period

             (0.1 )pts.             0.5 pts.               0.1 pts.  

Number of Table Games

     81       76       45       39       126       115  

Increase (decrease) from Prior Period

             (5 )             (6 )             (11 )

Slot Revenues (4)

   $ 53,076     $ 56,137     $ 30,100     $ 28,622     $ 83,176     $ 84,759  

Increase (decrease) from Prior Period

           $ 3,061             $ (1,478 )           $ 1,583  

Slot Handle (5)

   $ 671,398     $ 706,660     $ 402,842     $ 366,467     $ 1,074,240     $ 1,073,127  

Increase (decrease) from Prior Period

           $ 35,262             $ (36,375 )           $ (1,113 )

Slot Win Percentage (6)

     7.9 %     7.9 %     7.5 %     7.8 %     7.7 %     7.9 %

Increase (decrease) from Prior Period

             —  pts.               0.3 pts.               0.2 pts.  

Number of Slot Machines

     2,495       2,538       1,732       1,714       4,227       4,252  

Increase (decrease) from Prior Period

             43               (18 )             25  

Other Gaming Revenues

   $ 143     $ 157     $ —       $ 1,603     $ 143     $ 1,760  

Increase (decrease) from Prior Period

           $ 14             $ 1,603             $ 1,617  

Total Gaming Revenues

   $ 68,395     $ 71,761     $ 34,631     $ 34,653     $ 103,026     $ 106,414  

Increase (decrease) from Prior Period

           $ 3,366             $ 22             $ 3,388  

Number of Guest Rooms

     728       728       300       300       1,028       1,028  

Occupancy Rate

     94.1 %     95.7 %     60.1 %     56.6 %     84.2 %     84.3 %

Average Daily Rate (Room Revenue)

   $ 80.01     $ 82.49     $ 55.81     $ 56.42     $ 74.97     $ 77.38  

* Income and expenses of TCH and THCR Management are not separately shown.
(1) “Table Game Revenues” is defined as the total amount wagered by table game patrons (the “Table Game Drop”), less the amounts paid back to such patrons by the casino for winning wagers.
(2) “Table Game Drop” is defined as the total amount wagered by table game patrons.
(3) “Table Win Percentage” is defined as the ratio, expressed as a percentage, of Table Games Revenues to Table Game Drop.
(4) “Slot Revenues” is defined as the total amount wagered by slot patrons (the “Slot Handle”), less the amount paid back to slot patrons by the casino for winning pulls.
(5) “Slot Handle” is defined as the total amount wagered by slot patrons.
(6) “Slot Win Percentage” is defined as the ratio, expressed as a percentage, of Slot Revenues to Slot Handle.

 

29


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)

 

Table games revenues increased approximately $188,000, or 1.0%, to $19,895,000 for the three months ended September 30, 2004 from $19,707,000 for the three months ended September 30, 2003. This increase was due primarily to two reasons: (i) an increased table game win percentage from 15.7% for the three months ended September 30, 2003 to 15.8% for the three months ended September 30, 2004 and (ii) an increase in table drop of $693,000, or 0.6%, to $125,846,000 for the three months ended September 30, 2004 from $125,153,000 for the three months ended September 30, 2003.

 

Slot revenues increased approximately $1,583,000, or 1.9%, to $84,759,000 for the three months ended September 30, 2004 from $83,176,000 for the three months ended September 30, 2003. This increase was due primarily to an increased slot win percentage from 7.7% for the three months ended September 30, 2003 to 7.9% for the three months ended September 30, 2004.

 

Other gaming revenues increased approximately $1,617,000 to $1,760,000 for the three months ended September 30, 2004 from $143,000 for the three months ended September 30, 2003 due primarily to the introduction of poker at Trump Indiana in December 2003.

 

Non-gaming revenues increased approximately $1,099,000, or 5.1%, to $22,847,000 for the three months ended September 30, 2004 from $21,748,000 for the three months ended September 30, 2003. This increase was due primarily to an increase in management fees earned by THCR Management of approximately $833,000, or 99.3%, to $1,672,000 for the three months ended September 30, 2004 from $839,000 for the three months ended September 30, 2003. Pursuant to the management agreement approved by the National Indian Gaming Commission (“NIGC”) on April 15, 2002, THCR Management commenced operations of Trump 29. The term of the management agreement is for five years. In consideration for its management services, THCR Management receives an annual fee equal to 30% of the Net Revenues (as defined in the management agreement) of Trump 29.

 

Promotional allowances increased approximately $965,000, or 4.3%, to $23,518,000 for the three months ended September 30, 2004 from $22,553,000 for the three months ended September 30, 2003 due primarily to additional promotional spending at Trump Marina associated with the increased slot revenues.

 

Gaming costs and expenses increased approximately $489,000, or 1.0%, to $50,514,000 for the three months ended September 30, 2004 from $50,025,000 for the three months ended September 30, 2003. This increase was due to a $1,086,000, or 6.4%, increase in expenses at Trump Indiana which is primarily attributed to increased payroll and related costs due to the addition of poker. This increase was partially offset by a reduction in payroll and related costs ($668,000) at Trump Marina.

 

General and administrative costs and expenses decreased approximately $884,000, or 3.9%, to $22,041,000 for the three months ended September 30, 2004 from $22,925,000 for the three months ended September 30, 2003. This decrease was due primarily to reductions in payroll and related costs ($189,000), real estate taxes ($398,000) and insurance costs ($244,000) at Trump Indiana.

 

Debt renegotiation costs of approximately $857,000 were incurred for the three months ended September 30, 2004 in connection with the proposed recapitalization of THCR by the DLJ Merchant Banking Partners III’s proposed investment which was terminated on September 22, 2004.

 

Interest expense increased approximately $1,268,000, or 7.6%, to $17,926,000 for the three months ended September 30, 2004 from $16,658,000 for the three months ended September 30, 2003 The increase is principally attributed to an interest rate increase of 1.0% on the TCH Notes which resulted from the First Priority Leverage Ratio test for the year ended December 31, 2003, which is effective from March 15, 2004 though March 14, 2005.

 

Provision for income taxes increased $1,467,000 to $1,855,000 for the three months ended September 30, 2004 from $388,000 for the three months ended September 30, 2003 primarily due to a $915,000 expense recorded by Trump Indiana in the third quarter of 2004 as a result of a ruling by the Indiana Tax Court regarding the nondeductibility of the Riverboat Wagering Tax when computing Indiana adjusted gross income.

 

30


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)

 

The financial information presented below reflects the financial condition and results of operations of Trump Marina and Trump Indiana. TCF is a wholly owned subsidiary of TCH and has no business operations.

 

     Nine Months Ended September 30,

 
    

2003

Trump

Marina


   

2004

Trump

Marina


   

2003

Trump

Indiana


   

2004

Trump

Indiana


   

2003

Total

TCH*


   

2004

Total

TCH*


 
     (in thousands)  

Revenues:

                                                

Gaming

   $ 200,571     $ 198,990     $ 99,359     $ 108,823     $ 299,930     $ 307,813  

Other

     47,225       48,214       6,550       6,398       56,763       60,773  
    


 


 


 


 


 


Gross revenues

     247,796       247,204       105,909       115,221       356,693       368,586  

Less: promotional allowances

     52,737       56,667       11,273       8,843       64,010       65,510  
    


 


 


 


 


 


Net revenues

     195,059       190,537       94,636       106,378       292,683       303,076  
    


 


 


 


 


 


Costs and expenses:

                                                

Gaming

     95,077       92,061       51,044       55,247       146,121       147,308  

Other

     11,350       10,937       4,925       5,106       16,275       16,043  

General and administrative

     48,430       46,013       17,650       20,559       67,146       67,796  

General and administrative - related party

     3,298       3,196       4,640       4,776       4,818       3,250  

Debt renegotiation costs

     (47 )     —         —         —         401       857  

Depreciation and amortization

     16,660       16,306       5,426       5,802       22,086       22,108  
    


 


 


 


 


 


Total costs and expenses

     174,768       168,513       83,685       91,490       256,847       257,362  
    


 


 


 


 


 


Income from operations

     20,291       22,024       10,951       14,888       35,836       45,714  
    


 


 


 


 


 


Interest income

     65       118       406       (30 )     657       158  

Interest expense

     (35,847 )     (34,329 )     (4,876 )     (6,563 )     (47,935 )     (52,133 )

Interest expense - related party

     (6,177 )     —         (49 )     —         (7,595 )     (2,177 )

Gain (loss) on debt retirement, net

     9,751       —         (1,820 )     —         7,931       —    

Other non-operating income (expense)

     —         —         (20 )     609       (20 )     609  
    


 


 


 


 


 


Total non-operating expense, net

     (32,208 )     (34,211 )     (6,359 )     (5,984 )     (46,962 )     (53,543 )
    


 


 


 


 


 


Income (loss) before joint venture and income taxes

     (11,917 )     (12,187 )     4,592       8,904       (11,126 )     (7,829 )

Equity in loss from Buffington Harbor

     —         —         (1,855 )     (1,430 )     (1,855 )     (1,430 )

Provision for income taxes

     (988 )     (1,115 )     —         (20,958 )     (988 )     (22,073 )
    


 


 


 


 


 


Net income (loss)

   $ (12,905 )   $ (13,302 )   $ 2,737     $ (13,484 )   $ (13,969 )   $ (31,332 )
    


 


 


 


 


 



* Income and expenses of TCH and THCR Management are not separately shown.

 

31


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)

 

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

 

     Nine Months Ended September 30,

 
    

2003

Trump
Marina


   

2004

Trump
Marina


   

2003

Trump
Indiana


   

2004

Trump
Indiana


   

2003

Total

TCH*


   

2004

Total

TCH*


 
     (in thousands)  

Table Game Revenue (1)

   $ 47,041     $ 42,093     $ 13,675     $ 14,027     $ 60,716     $ 56,120  

Increase (decrease) from Prior Period

           $ (4,948 )           $ 352             $ (4,596 )

Table Game Drop (2)

   $ 278,556     $ 266,625     $ 85,437     $ 92,865     $ 363,993     $ 359,490  

Increase (decrease) from Prior Period

           $ (11,931 )           $ 7,428             $ (4,503 )

Table Game Win Percentage (3)

     16.9 %     15.8 %     16.0 %     15.1 %     16.7 %     15.6 %

Increase (decrease) from Prior Period

             (1.1 ) pts.             (0.9 ) pts.             (1.1 ) pts.

Number of Table Games

     81       75       45       40       126       115  

Increase (decrease) from Prior Period

             (6 )             (5 )             (11 )

Slot Revenue (4)

   $ 153,063     $ 156,488     $ 85,684     $ 90,776     $ 238,747     $ 247,264  

Increase (decrease) from Prior Period

           $ 3,425             $ 5,092             $ 8.517  

Slot Handle (5)

   $ 1,907,885     $ 1,986,266     $ 1,107,372     $ 1,175,940     $ 3,015,257     $ 3,162,206  

Increase (decrease) from Prior Period

           $ 78,381             $ 68,568             $ 146,949  

Slot Win Percentage (6)

     8.0 %     7.9 %     7.7 %     7.7 %     7.9 %     7.8 %

Increase (decrease) from Prior Period

             (0.1 ) pts.             —  pts.               (0.1 ) pts.

Number of Slot Machines

     2,507       2,516       1,726       1,700       4,233       4,216  

Increase (decrease) from Prior Period

             9               (26 )             (17 )

Other Gaming Revenue

   $ 467     $ 409     $ —       $ 4,020     $ 467     $ 4,429  

Increase (decrease) from Prior Period

           $ (58 )           $ 4,020             $ 3,962  

Total Gaming Revenues

   $ 200,571     $ 198,990     $ 99,359     $ 108,823     $ 299,930     $ 307,813  

Increase (decrease) from Prior Period

           $ (1,581 )           $ 9,464             $ 7,883  

Number of Guest Rooms

     728       728       300       300       1,028       1,028  

Occupancy Rate

     90.1 %     87.2 %     54.6 %     52.6 %     79.7 %     77.1 %

Average Daily Rate (Room Revenue)

   $ 77.66     $ 80.82     $ 55.62     $ 56.73     $ 73.26     $ 76.03  

* Income and expenses of TCH and THCR Management are not separately shown.
(1) “Table Game Revenues” is defined as the total amount wagered by table game patrons (the “Table Game Drop”), less the amounts paid back to such patrons by the casino for winning wagers.
(2) “Table Game Drop” is defined as the total amount wagered by table game patrons.
(3) “Table Win Percentage” is defined as the ratio, expressed as a percentage, of Table Games Revenues to Table Game Drop.
(4) “Slot Revenues” is defined as the total amount wagered by slot patrons (the “Slot Handle”), less the amount paid back to slot patrons by the casino for winning pulls.
(5) “Slot Handle” is defined as the total amount wagered by slot patrons.
(6) “Slot Win Percentage” is defined as the ratio, expressed as a percentage, of Slot Revenues to Slot Handle.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)

 

Table games revenues decreased approximately $4,596,000, or 7.6%, to $56,120,000 for the nine months ended September 30, 2004 from $60,716,000 for the nine months ended September 30, 2003. This decrease was due primarily to two reasons: (i) a reduced table game win percentage from 16.7% for the nine months ended September 30, 2003 to 15.6% for the nine months ended September 30, 2004 and (ii) a decrease in table drop of $4,503,000, or 1.2%, to $359,490,000 for the nine months ended September 30, 2004 from $363,993,000 for the nine months ended September 30, 2003. The table drop decrease was primarily due to the opening of the Borgata in July 2003 and the negative effect on Trump Marina.

 

Slot revenues increased approximately $8,517,000, or 3.6% to $247,264,000 for the nine months ended September 30, 2004 from $238,747,000 for the nine months ended September 30, 2003. This increase was due primarily to a $146,949,000, or 4.9%, increase in slot handle which was the result of sustained marketing programs and events designed specifically for the slot customer.

 

Other gaming revenues increased approximately $3,962,000 to $4,429,000 for the nine months ended September 30, 2004 from $467,000 for the nine months ended September 30, 2003 due primarily to the introduction of poker at Trump Indiana in December 2003.

 

Non-gaming revenues increased approximately $4,010,000, or 7.1%, to $60,773,000 for the nine months ended September 30, 2004 from $56,763,000 for the nine months ended September 30, 2003. This increase was due primarily to an increase in management fees earned by THCR Management of approximately $3,173,000 to $6,161,000 for the nine months ended September 30, 2004 from $2,988,000 for the nine months ended September 30, 2003. Pursuant to the management agreement approved by NIGC on April 15, 2002, THCR Management commenced operations of Trump 29. The term of the management agreement is for five years. In consideration for its management services, THCR Management receives an annual fee equal to 30% of the Net Revenues (as defined in the management agreement) of Trump 29.

 

General and administrative costs and expenses increased approximately $650,000, or 1.0%, to $67,796,000 for the nine months ended September 30, 2004 from $67,146,000 for the nine months ended September 30, 2003. This increase was due to an increase of $1,483,000 for real estate taxes as a result of a property tax reassessment which was completed during the fourth quarter of 2003 on the Indiana facility. Additionally, insurance costs increased by $1,211,000 at Trump Indiana. These increases were partially offset by reductions in payroll and related costs ($1,014,000) and CRDA expense ($803,000) at Trump Marina. During the nine months ended September 30, 2003, there were additional write-offs of CRDA deposits, as a result of donations Marina Associates committed to.

 

General and administrative - related party costs and expenses decreased approximately $1,568,000, or 32.5%, to $3,250,000 for the nine months ended September 30, 2004 from $4,818,000 for the nine months ended September 30, 2003. This decrease was due primarily to the assignment of Trump Indiana’s management services agreement from THCR Holdings to TCH in connection with the TCH debt refinancing on March 25, 2003.

 

During the nine months ended September 30, 2003, TCH incurred debt renegotiation costs of approximately $401,000 due to transactional fees earned upon consummation of the TCH Notes Offering on March 25, 2003. During the nine months ended September 30, 2004 TCH incurred debt renegotiation costs of approximately $857,000 due to restructuring efforts in 2004 which were no longer pursued.

 

Interest expense increased approximately $4,198,000, or 8.8%, to $52,133,000 for the nine months ended September 30, 2004 from $47,935,000 for the nine months ended September 30, 2003 primarily due to two reasons: (i) additional interest due to an interest rate increase of 1.0% on the TCH Notes which resulted from the First Priority Leverage Ratio test for the year ended December 31, 2003, which is effective from March 15, 2004 through March 14, 2005 and (ii) additional interest expense related to the TCH Second Priority Mortgage Notes payable through the issuance of payable-in-kind notes.

 

Interest expense - related party costs decreased approximately $5,418,000, or 71.3%, to $2,177,000 for the nine months ended September 30, 2004 from $7,595,000 for the nine months ended September 30, 2003 primarily due to the redemption of the Castle PIK Notes on March 25, 2003.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)

 

Non-operating income increased approximately $629,000 to $609,000 for the nine months ended September 30, 2004. This increase is due to gains recognized in association with slot machine disposals by Trump Indiana.

 

In connection with the TCH Notes Offering on March 31, 2003, TCH recorded a net gain of $7,931,000 for the nine months ended September 30, 2003, which consists of a net gain of $10,451,000 on the retirement of Castle Funding’s 11.75% Mortgage Notes due 2003 and the Castle PIK Notes, the settlement of Trump Indiana’s interest rate swap for $851,000 and the write-off of unamortized loan costs of approximately $1,669,000.

 

Provision for income taxes increased approximately $21,085,000 to $22,073,000 for the nine months ended September 30, 2004 from $988,000 for the nine months ended September 30, 2003, due primarily to a $20,958,000 expense recorded by Trump Indiana in the first nine months of 2004 as a result of a ruling by the Indiana Tax Court regarding the nondeductibility of the Riverboat Wagering Tax when computing Indiana adjusted gross income. This charge covers the period from commencement of operations in June 1996 through September 30, 2004.

 

Seasonality

 

Our cash flows from operating activities are seasonal in nature. Spring and summer are traditionally the peak seasons for Trump Marina, with autumn and winter being non-peak seasons. Trump 29’s peak seasons are late winter and spring. Trump Indiana is not seasonal. Since Trump Marina accounts for the majority of our business, our operating results for the two quarters ending in March and December are not historically as profitable as the two quarters ending in June and September. Any excess cash flow achieved from operations during peak seasons is used to subsidize non-peak seasons. Performance in non-peak seasons is usually dependent on favorable weather and a long-weekend holiday calendar. In the event that we are unable to generate excess cash flows in one or more peak seasons, we may not be able to subsidize non-peak seasons, if necessary.

 

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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, including interest rates, foreign currency exchange rates and commodity rates. We have limited exposure to market risk due to the fact that the interest rates on our long-term debt are fixed and we do not utilize these financial instruments for trading purposes.

 

The carrying amount of the following financial instruments approximates fair value as follows: (a) cash and cash equivalents, receivables and payables are based on the short-term nature of these financial instruments and (b) the CRDA bonds and deposits are based on the allowances to give effect to the below market interest rates.

 

The carrying amount and fair value of our indebtedness is as set forth below:

 

     September 30, 2004

     Carrying
Amount


  

Fair

Value


TCH First Priority Mortgage Notes (1)

   $ 406,288,000    $ 439,875,000

TCH Second Priority Mortgage Notes

   $ 68,847,000    $ 68,847,000

(1) Carrying amount represents principal in the amount of $425,000,000, net of unamortized discount of $18,712,000 at September 30, 2004.

 

ITEM 4 - CONTROLS AND PROCEDURES

 

  (a) Evaluation of Disclosure Controls and Procedures. Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the principal executive officer and principal financial officer of each of the Registrants have concluded that their disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Registrants in reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

 

  (b) Changes in Internal Controls. There were no specific changes in the Registrants’ internal controls over financial reporting during the fiscal quarter covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal controls over financial reporting.

 

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PART II - OTHER INFORMATION

 

ITEM 1 - LEGAL PROCEEDINGS

 

Currently and from time to time, TCH, members of its former executive committee, and certain of its employees are involved in various legal proceedings. While any proceeding or litigation has an element of uncertainty, management believes that final outcomes of these matters are not likely to have a material adverse effect on TCH’s results of operations or financial condition. In general, TCH has 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, absent a showing of such persons’ gross negligence or malfeasance.

 

ITEM 2 - UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

ITEM 5 - OTHER INFORMATION

 

Management Changes. THCR issued a press release on October 28, 2004, and filed a Form 8-K with the SEC on November 1, 2004, announcing, among other things, that Scott C. Butera was appointed as THCR’s President and Chief Operating Officer, which appointment will be effective upon receiving the required regulatory approval.

 

Morgan Stanley. On October 26, 2004, THCR announced that it has retained Morgan Stanley & Co. Incorporated as the joint book-runner and co-lead manager of a proposed $500 million financing that is expected to be consummated as part of the Plan (the “Financing”). Proceeds from the Financing, which will be secured on a first priority lien on substantially all of THCR’s assets, including TCH, are expected to fund immediate capital improvements, as well as certain expansion projects, at THCR’s current properties, including the TCH properties. The Financing would also provide financial resources for THCR to potentially invest in additional jurisdictions. UBS Investment Bank, THCR’s exclusive financial advisor in connection with the Plan, is expected to joint lead the Financing.

 

Beal Bank. THCR issued a press release on November 1, 2004, and filed a Form 8-K on November 4, 2004, announcing that it has selected Beal Bank as the sole lead arranger of the $100 million interim financing (“Interim Financing”) which is expected to be funded as part of the Plan. Proceeds from the Interim Financing, which will be secured by a lien on substantially all of THCR’s assets, are expected to be used to fund certain business costs, including capital expenditures, wages, trade and vendor contracts, and leases.

 

Labor Negotiations. On November 9, 2004, United Here H.E.R.E. Local 54, AFL-CIO (“Local 54,” formerly the Hotel Employees & Restaurant Employees International Union) voted to approve a new five-year collective bargaining agreement with each of THCR’s Atlantic City properties, including Trump Marina. The prior collective bargaining agreement had expired on September 14, 2004. The new collective bargaining agreement will expire on September 14, 2009.

 

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PART II - OTHER INFORMATION- (Continued)

 

ITEM 6 - EXHIBITS

 

10.1 *   Restructuring Support Agreement, dated October 20, 2004
10.2 **   Commitment Letter and Term Sheet, dated November 1, 2004, between Trump Hotels & Casino Resorts, Inc. and Beal Bank, SSB
31.1     Certification of the Chief Executive Officer of the Registrants Pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as Amended.
31.2     Certification of the Principal Financial and Accounting Officer of the Registrants Pursuant to Rule 13a - 14(a) /15(d)-14(a) of the Securities Exchange Act of 1934, as Amended.
32.1     Certification of the Chief Executive Officer of the Registrants Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2     Certification of the Principal Financial and Accounting Officer of the Registrants Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed as an exhibit to Current Report on Form 8-K filed by the Company on October 21, 2004 and incorporated by reference herein.
** Filed as an exhibit to Current Report on Form 8-K filed by the Company with the SEC on November 4, 2004 and incorporated by reference herein.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    TRUMP CASINO HOLDINGS, L.L.C.

Date: November 15, 2004

  By:  

/S/ John P. Burke


        John P. Burke
       

Executive Vice President

       

(Duly Authorized Officer and Principal Financial and

Accounting Officer)

    TRUMP CASINO FUNDING, INC.

Date: November 15, 2004

  By:  

/S/ John p. burke


        John P. Burke
       

Executive Vice President

       

(Duly Authorized Officer and Principal Financial and

Accounting Officer)

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description


31.1   Certification by the Chief Executive Officer of the Registrants Pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as Amended.
31.2   Certification by the Principal Financial and Accounting Officer of the Registrants Pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as Amended.
32.1   Certification of the Chief Executive Officer of the Registrants Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2   Certification of the Principal Financial and Accounting Officer of the Registrants Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

39