SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: March 31, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-13794
TRUMP HOTELS & CASINO RESORTS, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE |
13-3818402 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 1000 Boardwalk Atlantic City, New Jersey |
08401 | |
| (Address of principal executive offices) |
(Zip Code) |
(609) 449-6515
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of outstanding shares of Common Stock, par value $.01 per share, of Trump Hotels & Casino Resorts, Inc. as of May 15, 2003 was 22,010,027.
The number of outstanding shares of Class B Common Stock, par value $.01 per share, of Trump Hotels & Casino Resorts, Inc. as of May 15, 2003 was 1,000.
TRUMP HOTELS & CASINO RESORTS, INC.,
| PART I — FINANCIAL INFORMATION | ||||||
| ITEM 1 |
— |
Financial Statements |
Page No. | |||
| 1 | ||||||
| 2 | ||||||
| 3 | ||||||
| 4 | ||||||
| 5 | ||||||
| ITEM 2 |
— |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
10 | |||
| ITEM 3 |
— |
19 | ||||
| ITEM 4 |
— |
19 | ||||
| PART II — OTHER INFORMATION | ||||||
| ITEM 1 |
— |
20 | ||||
| ITEM 2 |
— |
20 | ||||
| ITEM 3 |
— |
20 | ||||
| ITEM 4 |
— |
20 | ||||
| ITEM 5 |
— |
20 | ||||
| ITEM 6 |
— |
20 | ||||
| SIGNATURE |
||||||
| Signature — Trump Hotels & Casino Resorts, Inc. |
23 | |||||
| 24 | ||||||
| 26 | ||||||
PART I — FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
TRUMP HOTELS & CASINO RESORTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
| December 31, 2002 |
March 31, 2003 |
|||||||
| (unaudited) |
||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ |
116,072 |
|
$ |
141,692 |
| ||
| Receivables, net |
|
37,795 |
|
|
35,555 |
| ||
| Inventories |
|
11,922 |
|
|
11,379 |
| ||
| Advances to affiliates, net |
|
337 |
|
|
354 |
| ||
| Prepaid expenses and other current assets |
|
11,748 |
|
|
9,354 |
| ||
| Total Current Assets |
|
177,874 |
|
|
198,334 |
| ||
| INVESTMENT IN BUFFINGTON HARBOR, L.L.C. |
|
31,842 |
|
|
30,909 |
| ||
| INVESTMENT IN TRUMP’S CASTLE PIK NOTES |
|
124,053 |
|
|
— |
| ||
| PROPERTY AND EQUIPMENT, NET |
|
1,786,056 |
|
|
1,775,196 |
| ||
| DEFERRED BOND AND LOAN ISSUANCE COSTS, NET |
|
15,105 |
|
|
30,691 |
| ||
| OTHER ASSETS |
|
61,199 |
|
|
61,168 |
| ||
| Total Assets |
$ |
2,196,129 |
|
$ |
2,096,298 |
| ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: |
||||||||
| Current maturities of long-term debt |
$ |
19,911 |
|
$ |
18,559 |
| ||
| Accounts payable and accrued expenses |
|
132,195 |
|
|
141,169 |
| ||
| Accrued interest payable |
|
28,860 |
|
|
62,121 |
| ||
| Total Current Liabilities |
|
180,966 |
|
|
221,849 |
| ||
| LONG-TERM DEBT, net of current maturities |
|
1,913,026 |
|
|
1,789,460 |
| ||
| OTHER LONG-TERM LIABILITIES |
|
19,803 |
|
|
16,086 |
| ||
| Total Liabilities |
|
2,113,795 |
|
|
2,027,395 |
| ||
| MINORITY INTEREST |
|
5,061 |
|
|
— |
| ||
| STOCKHOLDERS’ EQUITY: |
||||||||
| Preferred Stock — Series A, $1.00 par value, 1,500 shares authorized and outstanding, liquidation preference of $15,000 |
|
— |
|
|
15,000 |
| ||
| Common Stock, $.01 par value, 75,000,000 shares authorized, 24,206,756 issued; 22,010,027 outstanding |
|
242 |
|
|
242 |
| ||
| Class B Common Stock, $.01 par value, 1,000 shares authorized, issued and outstanding |
|
— |
|
|
— |
| ||
| Additional Paid in Capital |
|
455,645 |
|
|
455,645 |
| ||
| Accumulated Deficit |
|
(357,819 |
) |
|
(381,784 |
) | ||
| Accumulated Other Comprehensive Loss |
|
(595 |
) |
|
— |
| ||
| Less treasury stock at cost, 2,196,729 shares |
|
(20,200 |
) |
|
(20,200 |
) | ||
| Total Stockholders’ Equity |
|
77,273 |
|
|
68,903 |
| ||
| Total Liabilities and Stockholders’ Equity |
$ |
2,196,129 |
|
$ |
2,096,298 |
| ||
See accompanying notes.
1
TRUMP HOTELS & CASINO RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2003
(unaudited)
(dollars in thousands, except share data)
| Three Months Ended March 31, |
||||||||
| 2002 |
2003 |
|||||||
| REVENUES: |
||||||||
| Gaming |
$ |
311,438 |
|
$ |
293,708 |
| ||
| Rooms |
|
18,835 |
|
|
17,915 |
| ||
| Food and Beverage |
|
30,334 |
|
|
28,693 |
| ||
| Other |
|
8,716 |
|
|
8,537 |
| ||
| Gross Revenues |
|
369,323 |
|
|
348,853 |
| ||
| Less — Promotional allowances |
|
73,533 |
|
|
70,079 |
| ||
| Net Revenues |
|
295,790 |
|
|
278,774 |
| ||
| COSTS AND EXPENSES: |
||||||||
| Gaming |
|
143,163 |
|
|
140,716 |
| ||
| Rooms |
|
7,662 |
|
|
7,436 |
| ||
| Food and Beverage |
|
10,640 |
|
|
10,232 |
| ||
| General and Administrative |
|
64,594 |
|
|
67,780 |
| ||
| Depreciation and Amortization |
|
19,418 |
|
|
22,686 |
| ||
| Debt Renegotiation Costs |
|
2,115 |
|
|
2,628 |
| ||
|
|
247,592 |
|
|
251,478 |
| |||
| Income from operations |
|
48,198 |
|
|
27,296 |
| ||
| NON-OPERATING INCOME AND (EXPENSE): |
||||||||
| Interest income |
|
482 |
|
|
633 |
| ||
| Interest expense |
|
(55,215 |
) |
|
(58,053 |
) | ||
| Gain on debt refinancing, net |
|
— |
|
|
2,892 |
| ||
| Other non-operating income (expense), net |
|
(93 |
) |
|
(20 |
) | ||
|
|
(54,826 |
) |
|
(54,548 |
) | |||
| Loss before equity in loss from Buffington Harbor, L.L.C., provision for income taxes and minority interest |
|
(6,628 |
) |
|
(27,252 |
) | ||
| Equity in loss from Buffington Harbor, L.L.C. |
|
(602 |
) |
|
(615 |
) | ||
| Loss before income taxes and minority interest |
|
(7,230 |
) |
|
(27,867 |
) | ||
| Provision for income taxes |
|
— |
|
|
(1,159 |
) | ||
| Loss before minority interest |
|
(7,230 |
) |
|
(29,026 |
) | ||
| Minority Interest |
|
2,644 |
|
|
5,061 |
| ||
| NET LOSS |
$ |
(4,586 |
) |
$ |
(23,965 |
) | ||
| Basic and diluted loss per share |
$ |
(0.21 |
) |
$ |
(1.09 |
) | ||
| Weighted average number of shares outstanding — basic and diluted |
|
22,010,027 |
|
|
22,010,027 |
| ||
See accompanying notes.
2