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 March 31, 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 x No ¨.
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 May 14, 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.
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 March 31, 2004 (unaudited) |
1 | |
| 2 | ||
| 3 | ||
| 4 | ||
| Notes to Condensed Consolidated Financial Statements (unaudited) |
5 | |
| ITEM 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations |
14 | |
| ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk |
24 | |
| ITEM 4 - Controls and Procedures |
24 | |
| PART II - OTHER INFORMATION |
||
| ITEM 1 - Legal Proceedings |
25 | |
| ITEM 2 - Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
25 | |
| ITEM 3 - Defaults Upon Senior Securities |
25 | |
| ITEM 4 - Submission of Matters to a Vote of Security Holders |
25 | |
| ITEM 5 - Other Information |
25 | |
| ITEM 6 - Exhibits and Reports on Form 8-K |
25 | |
| SIGNATURES |
||
| 27 | ||
| 27 | ||
| EXHIBIT INDEX |
28 | |
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
TRUMP CASINO HOLDINGS, L.L.C.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| December 31, 2003 |
March 31, 2004 |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS |
||||||||
| Cash and cash equivalents |
$ | 34,817 | $ | 32,760 | ||||
| Receivables, net |
12,438 | 12,685 | ||||||
| Inventories |
3,322 | 3,074 | ||||||
| Prepaid expenses and other current assets |
3,364 | 3,013 | ||||||
| Total current assets |
53,941 | 51,532 | ||||||
| PROPERTY AND EQUIPMENT, NET |
508,166 | 507,650 | ||||||
| INVESTMENTS IN BUFFINGTON HARBOR RIVERBOATS, L.L.C. |
29,743 | 29,130 | ||||||
| DEFERRED BOND AND LOAN ISSUANCE COSTS, NET |
19,531 | 18,759 | ||||||
| OTHER ASSETS |
21,779 | 21,639 | ||||||
| Total assets |
$ | 633,160 | $ | 628,710 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES |
||||||||
| Current maturities of long-term debt |
$ | 10,272 | $ | 10,032 | ||||
| Accounts payable and accrued expenses |
46,743 | 45,078 | ||||||
| Accrued income taxes |
1,125 | 21,433 | ||||||
| Due to affiliates |
7,567 | 7,271 | ||||||
| Accrued interest payable |
5,665 | 2,955 | ||||||
| Total current liabilities |
71,372 | 86,769 | ||||||
| LONG-TERM DEBT, LESS CURRENT MATURITIES |
464,255 | 468,397 | ||||||
| LONG-TERM DEBT, RELATED PARTIES |
15,425 | 15,888 | ||||||
| OTHER LONG-TERM LIABILITIES |
1,803 | 1,559 | ||||||
| Total liabilities |
552,855 | 572,613 | ||||||
| CAPITAL |
||||||||
| Contributed capital |
298,922 | 298,922 | ||||||
| Accumulated deficit |
(218,617 | ) | (242,825 | ) | ||||
| Total capital |
80,305 | 56,097 | ||||||
| Total liabilities and capital |
$ | 633,160 | $ | 628,710 | ||||
See accompanying notes.
1
TRUMP CASINO HOLDINGS, L.L.C.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands)
| For the Three Months Ended March 31, |
||||||||
| 2003 |
2004 |
|||||||
| REVENUES |
||||||||
| Gaming |
$ | 95,045 | $ | 100,545 | ||||
| Rooms |
4,842 | 4,773 | ||||||
| Food and beverage |
7,655 | 7,751 | ||||||
| Management fees |
964 | 2,285 | ||||||
| Other |
1,994 | 2,628 | ||||||
| Gross revenues |
110,500 | 117,982 | ||||||
| Less-promotional allowances |
20,227 | 20,092 | ||||||
| Net revenues |
90,273 | 97,890 | ||||||
| COSTS AND EXPENSES |
||||||||
| Gaming |
46,827 | 48,492 | ||||||
| Rooms |
1,430 | 1,482 | ||||||
| Food and beverage |
3,017 | 3,093 | ||||||
| General and administrative |
21,256 | 23,490 | ||||||
| General and administrative—related party |
2,818 | 1,151 | ||||||
| Debt renegotiation costs |
378 | — | ||||||
| Depreciation and amortization |
7,233 | 7,252 | ||||||
| 82,959 | 84,960 | |||||||
| Income from operations |
7,314 | 12,930 | ||||||
| NON-OPERATING INCOME (EXPENSE) |
||||||||
| Interest income |
401 | 3 | ||||||
| Interest expense |
(14,934 | ) | (16,649 | ) | ||||
| Interest expense - related party |
(6,226 | ) | (683 | ) | ||||
| Gain on debt retirement, net |
7,931 | — | ||||||
| Other non-operating income (expense) |
(14 | ) | — | |||||
| Non-operating expense, net |
(12,842 | ) | (17,329 | ) | ||||
| Loss before income taxes and equity in loss from Buffington Harbor, L.L.C. |
(5,528 | ) | (4,399 | ) | ||||
| Equity in loss from Buffington Harbor, L.L.C. |
(615 | ) | (613 | ) | ||||
| Provision for income taxes |
(300 | ) | (19,196 | ) | ||||
| Net loss |
$ | (6,443 | ) | $ | (24,208 | ) | ||
See accompanying notes.
2
TRUMP CASINO HOLDINGS, L.L.C.
CONDENSED CONSOLIDATED STATEMENTS OF CAPITAL/(DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2004
(unaudited)
(in thousands)
| Contributed Capital |
Accumulated Deficit |
Total |
|||||||||
| Balance at December 31, 2003 |
$ | 298,922 | $ | (218,617 | ) | $ | 80,305 | ||||
| Net loss |
— | (24,208 | ) | (24,208 | ) | ||||||
| Balance at March 31, 2004 |
$ | 298,922 | $ | (242,825 | ) | $ | 56,097 | ||||
See accompanying notes.
3
TRUMP CASINO HOLDINGS, L.L.C.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| For the Three Months Ended March 31, |
||||||||
| 2003 |
2004 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
| Net loss |
$ | (6,443 | ) | $ | (24,208 | ) | ||
| Adjustments to reconcile net loss to net cash flows provided by operating activities - |
||||||||
| Depreciation and amortization |
7,233 | 7,252 | ||||||
| Non cash gain on debt refinancing, net |
(7,931 | ) | — | |||||
| Issuance of PIK debt in satisfaction of accrued interest |
8,636 | 2,005 | ||||||
| Equity in loss from Buffington Harbor, L.L.C. |
615 | 613 | ||||||
| Accretion of bond discount |
1,852 | 543 | ||||||
| Amortization of loan costs |
590 | 781 | ||||||
| Provision for losses on receivables |
443 | 594 | ||||||
| Valuation allowance - CRDA investments |
258 | 261 | ||||||
| Decrease (increase) in receivables |
2,288 | (841 | ) | |||||
| Decrease in inventories |
130 | 248 | ||||||
| Decrease in prepaid expenses and other current assets |
958 | 352 | ||||||
| (Increase) decrease in other assets |
(2,161 | ) | 553 | |||||
| Increase (decrease) in due to affiliates |
164 | (296 | ) | |||||
| Increase in current liabilities |
1,370 | 15,786 | ||||||
| Decrease in other long-term liabilities |
(2,814 | ) | — | |||||
| Net cash flows provided by operating activities |
5,188 | 3,643 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Purchases of property and equipment, net |
(2,861 | ) | (1,983 | ) | ||||
| Other |
318 | — | ||||||
| Purchases of CRDA investments, net |
(777 | ) | (782 | ) | ||||
| Net cash flows used in investing activities |
(3,320 | ) | (2,765 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
| Distribution to parent company |
(102,154 | ) | — | |||||
| Payment of long-term debt |
(351,090 | ) | (2,935 | ) | ||||
| Proceeds from additional borrowings, net |
468,036 | — | ||||||
| Loan costs on additional borrowings |
(18,527 | ) | — | |||||
| Net cash flows used in financing activities |
(3,735 | ) | (2,935 | ) | ||||
| Net decrease in cash and cash equivalents |
(1,867 | ) | (2,057 | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
33,917 | 34,817 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 32,050 | $ | 32,760 | ||||
| SUPPLEMENTAL INFORMATION: |
||||||||
| Cash paid for interest |
$ | 15,419 | $ | 16,712 | ||||
| Cash paid for income taxes |
$ | — | $ | 88 | ||||
| Equipment purchased under capital leases |
$ | — | $ | 4,752 | ||||
See accompanying notes.
4
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”), 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, Inc.”), (v) Trump Indiana Realty, L.L.C. (“Trump Indiana Realty”) and (vi) THCR Management Holdings, L.L.C. (“THCR