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| TRMPQ.PK > SEC Filings for TRMPQ.PK > Form 10-Q on 8-May-2009 | All Recent SEC Filings |
8-May-2009
Quarterly Report
Forward-Looking Statements
This Report contains statements that we believe are, or may be considered to be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact 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," "foresee," "project," "anticipate," "believe," "plans," "forecasts," "continue" or "could" or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC, or press releases or oral statements made by or with the approval of one of our authorized executive officers. 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 and there can be no assurance that the forward-looking statements contained in this Report, including with respect to the sale of Trump Marina or the ultimate impact of the events occurring during the reorganization process, will be realized. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management's opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. 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 contained in this Report.
For a more complete description of the risks that may affect our business, see our Annual Report on Form 10-K for the year ended December 31, 2008.
Overview
We own and operate the Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino and the Trump Marina Hotel Casino in Atlantic City, New Jersey.
Financial Condition
Liquidity and Capital Resources
Recent Chapter 11 Case. On February 17, 2009, TER and certain of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of New Jersey in Camden, New Jersey (the "Bankruptcy Court") seeking relief under the provisions of chapter 11 of the United States Code (the "Bankruptcy Code"). These chapter 11 cases are being jointly administered under the caption In re: TCI 2 Holdings, LLC, et al Debtors, Chapter 11 Case Nos.: 09-13654 through 09-13656 and 09-13658 through 09-13664 (JHW) (the "Chapter 11 Case").
We intend to maintain business operations through the reorganization process. On February 20, 2009, the Company obtained Bankruptcy Court approval to pay its vendors in the ordinary course of business. Our liquidity and capital resources, however, are significantly affected by the Chapter 11 Case. Our bankruptcy proceedings have resulted in various restrictions on our activities, limitations on financing and a need to obtain Bankruptcy Court approval for various matters. As a result of the filing of the Chapter 11 Case, the Debtors are not permitted to make any payments on pre-petition liabilities without prior Bankruptcy Court approval. However, the Debtors have been granted relief in order to continue wage and salary payments and other benefits to employees as well as other related pre-petition obligations; to continue to honor customer programs as well as certain related pre-petition customer obligations; and to pay certain pre-petition trade claims held by critical vendors. Under the priority schedule established by the Bankruptcy Code, certain post-petition and pre-petition liabilities need to be satisfied before general unsecured creditors and equity holders are entitled to receive any distribution. At this time, it is not possible to predict with certainty the effect of the Chapter 11 Case on our business or various creditors, or when we will emerge from these proceedings. Our future results depend upon our confirming and successfully implementing, on a timely basis, a plan of reorganization. The continuation of the Chapter 11 Case, particularly if a plan of reorganization is not timely approved or confirmed, could further adversely affect our operations.
On February 23, 2009, the Bankruptcy Court entered an order approving on an interim basis the terms pursuant to which the Debtors are permitted to use the cash collateral under the 2007 Credit Facility. Such use was permitted in exchange for certain protections afforded to the lenders under the 2007 Credit Facility.
General. Cash flows from the operating activities of our casino properties constitute our primary source of liquidity. We may need to obtain additional financing to meet all of our liquidity requirements and other obligations. Currently our liquidity and cash flow is affected by a variety of factors, many of which are outside of our control, including the current global economic distress, the tightening of the credit markets, as well as the downturn in the Atlantic City gaming market, regulatory issues, competition, and other general business conditions. We cannot assure you that we will possess sufficient liquidity to fund our operations and capital expenditures. There can be no assurance as to our ability to obtain sufficient financing and meet our obligations. We are currently financing our operations during our reorganization using our cash on hand. The challenges of obtaining financing are exacerbated by adverse conditions in the general economy and the current tightening in the credit market. These conditions and our Chapter 11 Case make it more difficult for us to obtain financing.
We are operating in an extremely challenging business environment. Cash flows provided by operating activities were $2.4 million during the three months ended March 31, 2009 compared to $24.5 million during the three months ended March 31, 2008. The decrease in our cash flow from operations is principally due to decreased gaming revenues and changes in working capital requirements.
Cash flows used in investing activities were $16.9 million during the three months ended March 31, 2009 compared to $17.7 million during the three months ended March 31, 2008. Investing activities during 2009 include capital expenditures of $14.4 million, of which approximately $11.6 million related to the construction of the Chairman Tower. Investing activities during the three months ended March 31, 2008 included capital expenditures of $51.3 million. Capital expenditures during the three months ended March 31, 2008 included $39.0 million related to the construction of the Chairman Tower, which corresponded to the decrease in cash restricted for use in payment of expenditures associated with construction of the Chairman Tower.
Our financing activities during the three months ended March 31, 2009 include repayments of $1.2 million of our outstanding term loan. During the three months ended March 31, 2008, our cash flows used in financing activities of $2.5 million consisted of repayments of $1.3 million of our capital lease obligations and $1.0 million of our outstanding term loan. We also paid $0.2 million in partnership distributions to Mr. Trump during the three months ended March 31, 2008.
At March 31, 2009, we had approximately $64.6 million in cash and cash equivalents. Our cash and cash equivalents do not include $5.8 million in cash included in Trump Marina's assets held for sale and $2.6 million in restricted cash representing amounts used to secure outstanding letters of credit.
At March 31, 2009, there was a $487.5 million term loan outstanding under our 2007 Credit Facility. We also had $1,249.0 million of Senior Notes outstanding. The filing of the Chapter 11 Case constituted an event of default or otherwise triggered repayment obligations under the Senior Notes and the 2007 Credit Facility. As a result, all indebtedness outstanding under the Senior Notes and the 2007 Credit Facility became automatically due and payable, subject to an automatic stay of any action to collect, assert, or recover a claim against the Debtors and the application of applicable bankruptcy law.
TER has minimal operations, except for its ownership of TER Holdings and its subsidiaries. TER depends on the receipt of sufficient funds from its subsidiaries to meet its financial obligations. The ability of our subsidiaries to make payments to TER Holdings may also be restricted by the New Jersey Casino Control Commission ("CCC").
We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interest, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us.
Analysis of Results of Operations
Our primary business activities are conducted by Trump Taj Mahal, Trump Plaza and Trump Marina. Our 2009 operating results continue to be affected by various factors including the effects of competition in adjoining states and a weakened economy. The following analyses compare our results of operations for the three months ended March 31, 2009 with our results of operations for the three months ended March 31, 2008 and should be read in conjunction with and give consideration to the following:
Gross Gaming Revenues. For the three months ended March 31, 2009, gross gaming revenues in the Atlantic City market (as reported to the CCC) decreased 16.2% due to a 17.0% decrease in slot revenues and a 14.5% decrease in table game revenues compared to the three months ended March 31, 2008. For the three months ended March 31, 2009, we experienced a 12.6% decrease in overall gross gaming revenues comprised of a 15.8% decrease in slot revenues and a 6.2% decrease in table game revenues compared to the prior-year period.
Basis of Presentation. On May 28, 2008, Trump Marina Associates, LLC entered into the Marina Agreement to sell the Trump Marina Hotel Casino to Coastal Marina, LLC, an affiliate of Coastal Development, LLC. On October 28, 2008, the parties entered into an amendment to modify certain terms and conditions of the Marina Agreement. The closing is subject to the satisfaction of certain conditions, including receipt of approvals from New Jersey governmental authorities. There can be no assurance that the transaction for the sale of the Trump Marina will close. In the event the closing does not occur, our recourse may be limited to the $2 million deposit currently held in escrow. Our consolidated financial statements reflect the results of Trump Marina as a discontinued operation. All prior periods presented have been reclassified to conform to the current period classification.
The accompanying condensed consolidated financial statements have been prepared
in accordance with AICPA Statement of Position ("SOP") No. 90-7, "Financial
Reporting by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7")
and on a going concern basis, which contemplates continuity of operations,
realization of assets and liquidation of liabilities in the ordinary course of
business. The ability of the Company, both during and after the Chapter 11 Case,
to continue as a going concern is contingent upon, among other things; (i) the
ability of the Company to generate cash from operations and to maintain adequate
cash on hand; (ii) the resolution of the uncertainty as to the amount of claims
that will be allowed; (iii) the ability of the Company to confirm a plan of
reorganization under the Bankruptcy Code and obtain any debt and equity
financing which may be required to emerge from bankruptcy protection; and
(iv) the Company's ability to achieve profitability. There can be no assurance
that the Company will be able to successfully achieve these objectives in order
to continue as a going concern. The accompanying consolidated financial
statements do not include any adjustments that might result should the Company
be unable to continue as a going concern.
Three Months Ended
March 31,
2009 2008
Gaming revenues
Trump Taj Mahal $ 117.2 $ 117.9
Trump Plaza 49.2 66.7
Total $ 166.4 $ 184.6
Net revenues
Trump Taj Mahal $ 108.3 $ 114.0
Trump Plaza 46.6 63.3
Total $ 154.9 $ 177.3
Income (loss) from operations
Trump Taj Mahal $ 1.7 $ 12.4
Trump Plaza (8.7 ) 2.3
Corporate and other (17.0 ) (6.4 )
Total $ (24.0 ) $ 8.3
Depreciation and amortization
Trump Taj Mahal $ 10.4 $ 8.6
Trump Plaza 3.8 4.8
Corporate and other 0.1 0.2
Total $ 14.3 $ 13.6
Reorganization expense
Trump Taj Mahal $ 4.6 $ -
Trump Plaza 2.3 -
Corporate and other 11.9 -
Total $ 18.8 $ -
Discontinued operations - Trump Marina
Gaming revenues $ 41.3 $ 53.5
Net revenues 37.4 50.3
Depreciation and amortization 0.2 3.5
Loss from discontinued operations (2.7 ) (0.6 )
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Comparison of Three-Month Periods Ended March 31, 2009 and 2008.
Each of our properties' operating results were as follows:
Trump Taj Mahal - Gaming revenues decreased $0.7 million due to a $6.1 million decrease in slot revenue partially offset by a $5.4 million increase in table games and other gaming revenue. The decrease in slot revenue resulted from a nearly 10% decrease in slot handle. Table games revenue increased principally due to a 13% increase in table game play. Net revenues decreased $5.7 million principally due to the decrease in gaming revenues, a $4.1 million increase in gaming promotional offers and a $0.6 million decrease in cash rooms, food and beverage revenue.
Before consideration of $4.6 million of non-cash reorganization expense, income from operations decreased $6.1 million due to the decrease in net revenues and a $0.4 million increase in operating costs and expenses. Total operating costs and expenses increased principally due to: a $1.8 million increase in depreciation expense, principally due to depreciation expense associated with the Chairman Tower; a $1.2 million increase in property taxes and insurance costs; and a $0.9 million increase in provisions for doubtful accounts. These increases were nearly offset by: a $1.2 million decrease in marketing and entertainment costs; a $0.8 million decrease in general and administrative expenses; a $0.7 million decrease in the cost of food and beverage sales; and a $0.5 million decrease in payroll and related costs due to the implementation of various cost savings initiatives.
Before consideration of $2.3 million of non-cash reorganization expense, income from operations decreased $8.7 million as the $16.7 million decrease in net revenues was partially offset by an $8.0 million decrease in operating expenses. The decline in operating expenses was primarily attributable to: a $2.3 million decrease in payroll and related costs, due to the implementation of various cost savings initiatives; a $1.4 million decrease in gaming taxes, due to lower gaming revenues; a $1.1 million decrease in marketing and entertainment expenses; a $1.0 million decrease in depreciation expense; a $0.7 million decrease in utility costs; and a $1.5 million net decrease in other costs and expenses, principally general and administrative expenses and the cost of food and beverage sales.
Corporate and Other - Corporate and other expenses before reorganization expenses of $11.9 million, decreased $1.3 million principally due to decreases in legal fees, payroll and related costs and stock-based compensation expense.
Our other overall costs were as follows:
Interest Income - Interest income was $0.5 million during the quarter ended March 31, 2009 compared to $1.8 million during the quarter ended March 31, 2008 due to lower average invested cash and cash equivalents.
Interest Expense - Interest expense increased $5.4 million to $39.3 million during the quarter ended March 31, 2009 compared to the quarter ended March 31, 2008. Interest expense increased due to (i) higher average borrowings outstanding under the 2007 Credit Facility, (ii) a $2.4 million decrease in capitalized interest as a result of the substantial completion of the Chairman Tower and (iii) the accrual of default interest related to the past due interest payment on the Senior Notes.
Trump Marina Discontinued Operations - Net revenues during the three months ended March 31, 2009 decreased $12.9 million, principally due to a $12.2 million decline in gaming revenues. The lower net revenues were offset by an $11.0 million decrease in operating expenses including (i) a $3.3 million reduction in depreciation and amortization expense as Trump Marina's assets are no longer depreciated in accordance with SFAS 144 and (ii) reductions in other operating costs and expenses including payroll and related costs, promotional expenses and gaming taxes.
Critical Accounting Estimates
General - Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require our management to make estimates and assumptions about the effects of matters that are inherently uncertain. Of our accounting estimates, we believe the following may involve a higher degree of judgment and complexity.
Intangible Assets - We had approximately $56.4 million of intangible assets recorded on our balance sheet at March 31, 2009. We regularly evaluate our businesses for potential impairment indicators. Additionally, we perform impairment testing at least annually. Our judgments regarding the existence of impairment indicators are based on, among other things, pending sales of assets, the regulatory and competitive status, operational performance of each of our businesses, and financial market valuations of conditions surrounding our business entities and the gaming industry. Future events, such as the failure to meet or exceed our operating plans, increased competition, the enactment of increased gaming or tax rates, or changes in market valuations could significantly impact our judgments and any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.
Property and Equipment - Our operations are capital intensive and we make capital investments at each of our properties in the form of maintenance capital and, from time to time, expansion and product enhancement capital. At March 31, 2009, we had approximately $1,470.7 million of net property and equipment recorded on our balance sheet, excluding net property and equipment held for sale. We depreciate our assets on a straight-line basis over their estimated useful lives. The estimates of the useful lives are based on the nature of the assets as well as our current operating strategy. Future events, such as property expansions, new competition and new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets. In assessing the recoverability of the carrying value of property and equipment, we must make assumptions regarding estimated future cash flows and other factors. If these estimates or the related assumptions change in the future, we may be required to record impairment charges for these assets.
Insurance Accruals - Our insurance policies for employee health, workers' compensation and general patron liabilities have significant deductible levels on an individual claim basis. We accrue a liability for known workers' compensation and general patron liabilities based upon a review of individual claims. Additionally, we accrue an amount for incurred but not reported claims based on our historical experience and other factors. Our employee health insurance benefit accrual is based on our historical claims experience rate including an estimated lag factor. These accruals involve complex estimates and could be significantly affected should current claims vary from historical levels. Management reviews our insurance accruals for adequacy at the end of each reporting period.
Income Taxes - We are subject to income taxes in the United States and in several states. We account for income taxes, including our current, deferred and non-cash charge in lieu of tax provisions in accordance with SFAS Statement 109, "Accounting for Income Taxes" and Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes". The calculation of our income tax provision is complex and requires the use of estimates. Management reviews our provision for income taxes at the end of each reporting period. Additionally, our income tax returns are subject to examination by various taxing authorities. We regularly assess the potential outcomes of these examinations in determining the adequacy of our provision for income taxes and our income tax liabilities. Inherent in our determination of any necessary reserves are assumptions based on past experiences and judgments about potential actions by taxing authorities. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We believe we have adequately provided for any reasonable and foreseeable outcome related to uncertain tax matters. When actual results of tax examinations differ from our estimates, we adjust the income tax provision in the period in which the examination issues are settled.
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