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, 2004
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
As of May 14, 2004, there were 29,904,764 shares of common stock and1,000 shares of class B common stock (having a voting equivalency of 13,918,723 shares of common stock) of Trump Hotels & Casino Resorts, Inc. outstanding.
TRUMP HOTELS & CASINO RESORTS, INC.
INDEX TO FORM 10-Q
TRUMP HOTELS & CASINO RESORTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
| December 31, 2003 |
March 31, 2004 |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ | 95,672 | $ | 124,319 | ||||
| Receivables, net |
38,042 | 37,282 | ||||||
| Inventories |
11,749 | 11,116 | ||||||
| Prepaid expenses and other current assets |
11,689 | 10,672 | ||||||
| Total Current Assets |
157,152 | 183,389 | ||||||
| INVESTMENT IN BUFFINGTON HARBOR, L.L.C. |
29,743 | 29,130 | ||||||
| PROPERTY AND EQUIPMENT, NET |
1,755,734 | 1,757,765 | ||||||
| DEFERRED BOND AND LOAN ISSUANCE COSTS, NET |
26,497 | 24,862 | ||||||
| OTHER ASSETS |
62,307 | 63,254 | ||||||
| TOTAL ASSETS |
$ | 2,031,433 | $ | 2,058,400 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: |
||||||||
| Current maturities of long-term debt |
$ | 29,399 | $ | 33,564 | ||||
| Accounts payable and accrued expenses |
142,383 | 165,602 | ||||||
| Due to affiliates, net |
2,230 | 4,724 | ||||||
| Accrued interest payable |
30,040 | 63,893 | ||||||
| Total Current Liabilities |
204,052 | 267,783 | ||||||
| NON-CURRENT LIABILITIES: |
||||||||
| Long-term debt, net of current maturities |
1,781,498 | 1,793,371 | ||||||
| Long-term debt, related parties |
15,425 | 15,888 | ||||||
| Other long-term liabilities |
24,881 | 24,571 | ||||||
| TOTAL LIABILITIES |
2,025,856 | 2,101,613 | ||||||
| STOCKHOLDERS’ EQUITY: |
||||||||
| Common Stock, $.01 par value, 75,000,000 shares authorized, 32,101,493 issued; 29,904,764 outstanding |
321 | 321 | ||||||
| Class B Common Stock, $.01 par value, 1,000 shares authorized, issued and outstanding |
— | — | ||||||
| Additional Paid in Capital |
470,566 | 470,566 | ||||||
| Accumulated Deficit |
(445,110 | ) | (493,900 | ) | ||||
| Less treasury stock at cost, 2,196,729 shares |
(20,200 | ) | (20,200 | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY |
5,577 | (43,213 | ) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 2,031,433 | $ | 2,058,400 | ||||
See accompanying notes.
1
TRUMP HOTELS & CASINO RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2004
(unaudited)
(dollars in thousands, except share data)
| Three Months Ended March 31, |
||||||||
| 2003 |
2004 |
|||||||
| REVENUES: |
||||||||
| Gaming |
$ | 293,708 | $ | 290,699 | ||||
| Rooms |
17,915 | 17,277 | ||||||
| Food and beverage |
28,693 | 28,774 | ||||||
| Management fees |
964 | 2,285 | ||||||
| Other |
7,573 | 9,203 | ||||||
| Gross revenues |
348,853 | 348,238 | ||||||
| Less — Promotional allowances |
70,079 | 72,033 | ||||||
| Net Revenues |
278,774 | 276,205 | ||||||
| COSTS AND EXPENSES: |
||||||||
| Gaming |
140,716 | 138,107 | ||||||
| Rooms |
7,436 | 6,864 | ||||||
| Food and beverage |
10,232 | 9,876 | ||||||
| General and administrative |
66,149 | 66,114 | ||||||
| General and administrative-related party |
1,631 | 1,922 | ||||||
| Depreciation and amortization |
22,686 | 25,476 | ||||||
| Debt renegotiation costs |
2,628 | — | ||||||
| 251,478 | 248,359 | |||||||
| Income from operations |
27,296 | 27,846 | ||||||
| NON-OPERATING INCOME AND (EXPENSE): |
||||||||
| Interest income |
633 | 85 | ||||||
| Interest expense |
(57,397 | ) | (55,265 | ) | ||||
| Interest expense—related party |
(656 | ) | (683 | ) | ||||
| Gain on debt refinancing, net |
2,892 | — | ||||||
| Other non-operating income (expense), net |
(20 | ) | 39 | |||||
| (54,548 | ) | (55,824 | ) | |||||
| Loss before equity in loss from Buffington Harbor, L.L.C., provision for income taxes and minority interest |
(27,252 | ) | (27,978 | ) | ||||
| Equity in loss from Buffington Harbor, L.L.C. |
(615 | ) | (613 | ) | ||||
| Loss before income taxes and minority interest |
(27,867 | ) | (28,591 | ) | ||||
| Provision for income taxes |
(1,159 | ) | (20,199 | ) | ||||
| Loss before minority interest |
(29,026 | ) | (48,790 | ) | ||||
| Minority interest |
5,061 | — | ||||||
| NET LOSS |
$ | (23,965 | ) | $ | (48,790 | ) | ||
| Basic and diluted loss per share |
$ | (1.09 | ) | $ | (1.63 | ) | ||
| Weighted average number of shares outstanding : |
||||||||
| Basic and diluted |
22,010,027 | 29,904,764 | ||||||
See accompanying notes.
2
TRUMP HOTELS & CASINO RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(unaudited)
(dollars in thousands)
| Common Stock Amount |
Add’l Paid In |
Accum Deficit |
Treasury Stock |
Total Stockholders’ Equity |
||||||||||||||
| Balance, December 31, 2003 |
$ | 321 | $ | 470,566 | $ | (445,110 | ) | $ | (20,200 | ) | $ | 5,577 | ||||||
| Net Loss |
(48,790 | ) | (48,790 | ) | ||||||||||||||
| Balance, March 31,2004 |
$ | 321 | $ | 470,566 | $ | (493,900 | ) | $ | (20,200 | ) | $ | (43,213 | ) | |||||
At March 31, 2004, there were 29,904,764 shares of Common Stock outstanding and 1,000 shares of Class B Common Stock outstanding.
See accompanying notes.
3
TRUMP HOTELS & CASINO RESORTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2004
(unaudited)
(dollars in thousands)
| 2003 |
2004 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net Loss |
$ | (23,965 | ) | $ | (48,790 | ) | ||
| Adjustments to reconcile net loss to net cash flows provided by operating activities: |
||||||||
| Gain on debt refinancing, net |
(2,892 | ) | — | |||||
| Issuance of debt in satisfaction of accrued interest |
8,636 | 2,005 | ||||||
| Non-cash increase in Trump’s Castle PIK Notes |
(6,177 | ) | — | |||||
| Equity in loss of Buffington Harbor, L.L.C. |
615 | 613 | ||||||
| Depreciation and amortization |
22,686 | 25,476 | ||||||
| Minority interest in net loss |
(5,061 | ) | — | |||||
| Accretion of discounts on mortgage notes |
1,964 | 643 | ||||||
| Amortization of deferred loan costs |
1,749 | 1,644 | ||||||
| Provision for losses on receivables |
1,911 | 1,484 | ||||||
| Valuation allowance-CRDA investments |
1,429 | 1,070 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Decrease(increase) in receivables |
323 | (724 | ) | |||||
| Decrease in inventories |
543 | 633 | ||||||
| Decrease in other current assets |
2,340 | 995 | ||||||
| (Decrease)increase in due to affiliates, net |
(17 | ) | 2,494 | |||||
| Increase in other assets |
(863 | ) | (269 | ) | ||||
| Increase in accounts payable, accrued expenses and other current liabilities |
6,595 | 24,542 | ||||||
| Increase in accrued interest payable |
33,261 | 33,853 | ||||||
| Decrease in other long-term liabilities |
(2,814 | ) | (66 | ) | ||||
| Net cash flows provided by operating activities |
40,263 | 45,603 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Purchase of property and equipment, net |
(9,278 | ) | (6,551 | ) | ||||
| Purchase of CRDA investments, net |
(3,268 | ) | (3,147 | ) | ||||
| Other. |
318 | — | ||||||
| Net cash flows used in investing activities |
(12,228 | ) | (9,698 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Proceeds from additional borrowings, net of discount |
& | |||||||