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TRMPQ.PK > SEC Filings for TRMPQ.PK > Form 10-Q on 6-Nov-2009All Recent SEC Filings

Show all filings for TRUMP ENTERTAINMENT RESORTS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for TRUMP ENTERTAINMENT RESORTS, INC.


6-Nov-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 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, the Plan or the AHC Plan. The continuation of the Chapter 11 Case, particularly if the Plan or the AHC Plan is not timely approved or confirmed, could further adversely affect our operations.


The filing of the Chapter 11 Case constituted an event of default and therefore triggered repayment obligations under the $493.3 million senior secured facility entered into by the Company on December 21, 2007 (the "2007 Credit Agreement") and the $1,250.0 million of Senior Secured Notes issued by TER Holdings and its wholly owned finance subsidiary, Trump Entertainment Resorts Funding, Inc. ("TER Funding") on May 20, 2005 (the "Senior Notes"). As a result, all indebtedness outstanding under the Senior Notes and the 2007 Credit Agreement became automatically due and payable. Under the Bankruptcy Code, actions to collect pre-petition indebtedness, as well as most pending litigation, are stayed and other contractual obligations against the Debtors generally may not be enforced. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities are subject to settlement under a plan of reorganization to be approved by the Bankruptcy Court. Consequently, the Company has classified the indebtedness under the Senior Notes and the 2007 Credit Agreement within current liabilities in its Condensed Consolidated Balance Sheets.

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 Agreement. Such use was permitted in exchange for certain protections afforded to the lenders under the 2007 Credit Agreement.

As described in Note 1 to our Condensed Consolidated Financial Statements, on August 3, 2009, the Debtors filed with the Bankruptcy Court a joint chapter 11 plan of reorganization and a Disclosure Statement relating to the Plan. The Disclosure Statement describes the procedures for the solicitation of votes as well as the Plan. That same day, the Ad Hoc Committee filed the AHC Plan and AHC Disclosure Statement. See Note 1 for more information on the Plan and the AHC Plan.

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 $14.3 million during the nine months ended September 30, 2009 compared to $22.1 million during the nine months ended September 30, 2008. The decrease in our cash flow from operations is principally due to the decrease in gaming revenues partially offset by lower cash paid for interest as a result of not making the June 1, 2009 interest payment on the Senior Notes and changes in working capital requirements.

Cash flows used in investing activities were $21.6 million during the nine months ended September 30, 2009 compared to $117.8 million during the nine months ended September 30, 2008. Investing activities during 2009 include capital expenditures of $24.7 million, of which approximately $17.0 million related to the construction of the Chairman Tower, and $8.2 million of proceeds related to certain Casino Reinvestment Development Authority ("CRDA") investments. Restricted cash decreased $2.8 million as cash collateral securing outstanding letters of credit was drawn. Investing activities during the nine months ended September 30, 2008 included capital expenditures of $152.5 million. Capital expenditures during the nine months ended September 30, 2008 included $114.1 million related to the construction of the Chairman Tower. The decrease in restricted cash during the nine months ended September 30, 2008 reflects the use of proceeds from borrowings which were restricted for expenditures associated with the construction of the Chairman Tower. During the nine months ended September 30, 2008, we capitalized $7.2 million of interest expense related to the construction of the Chairman Tower.

Our financing activities during the nine months ended September 30, 2009 include repayments of $3.7 million of our outstanding term loan and $0.3 million of capital lease obligations. During the nine months ended September 30, 2008, our cash flows provided by financing activities of $69.5 million consisted of $75.0 million in borrowings under our 2007 Credit Agreement, repayments of $3.3 million of our outstanding term loan and $1.6 million of our capital lease obligations. We also paid $0.7 million in partnership distributions to Mr. Trump during the nine months ended September 30, 2008.

At September 30, 2009, we had approximately $75.0 million in cash and cash equivalents and $485.1 million was outstanding under our 2007 Credit Agreement. 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 Agreement. As a result, all indebtedness outstanding under the Senior Notes and the 2007 Credit Agreement 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").

Off Balance Sheet Arrangements

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 of our results of operations should be read in conjunction with and give consideration to the following:

Gross Gaming Revenues. For the three months ended September 30, 2009, gross gaming revenues in the Atlantic City market (as reported to the CCC) decreased 12.1% due to an 11.2% decrease in slot revenues and a 14.1% decrease in table game revenues compared to the three months ended September 30, 2008. For the three months ended September 30, 2009, we experienced a 13.2% decrease in overall gross gaming revenues comprised of a 12.3% decrease in slot revenues and a 15.0% decrease in table game revenues compared to the prior-year period.

For the nine months ended September 30, 2009, gross gaming revenues in the Atlantic City market (as reported to the CCC) decreased 14.2% due to a 14.2% decrease in slot revenues and a 14.1% decrease in table game revenues compared to the nine months ended September 30, 2008. For the nine months ended September 30, 2009, we experienced a 13.7% decrease in overall gross gaming revenues comprised of a 14.0% decrease in slot revenues and a 13.2% decrease in table game revenues compared to the prior-year period.

Impairment Charges. We review our long-lived assets for impairment when events or circumstances indicate that the carrying value of such assets might not be recoverable. Based upon the results of our testing, we recorded impairment charges totaling $536.2 million related to Trump Plaza's and Trump Marina's long-lived assets during the nine months ended September 30, 2009.

We review our indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if events or circumstances indicate that the value of those intangible assets might be impaired. As a result of the negative effects of the aforementioned factors on our operating results, we recognized intangible asset impairment charges related to Trump Taj Mahal and Trump Plaza trademarks totaling $20.5 million during the nine months ended September 30, 2009.

In connection with entering into the Marina Agreement, we recognized goodwill and other intangible asset impairment charges related to Trump Marina during the three months ended June 30, 2008. The intangible asset impairment charges totaled $20.9 million, of which $18.6 million related to Trump Marina trademarks and $2.3 million related to goodwill. In addition, during September 2008, we recognized a $45.0 million estimated loss on disposal to record Trump Marina's assets held for sale at their estimated fair value less costs to sell reflecting the revised purchased price in connection with the Marina Amendment.

During the three months ended September 30, 2008, we determined that goodwill relating to Trump Taj Mahal and TER and trademarks relating to Trump Taj Mahal were impaired. As a result, we recognized goodwill impairment charges totaling $122.3 million, of which $76.2 million related to Trump Taj Mahal and $46.1 million related to TER and other intangible asset impairment charges of $7.5 million related to Trump Taj Mahal trademarks.

Basis of Presentation. The accompanying condensed consolidated financial statements have been prepared in accordance with Topic 852 - "Reorganizations" of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") ("ASC 852") 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 the Plan 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.

The following table includes selected data of our casino properties and should be read with the following discussion of our results of operations.

                                       Three Months Ended           Nine Months Ended
                                          September 30,               September 30,
                                       2009           2008          2009          2008
     Gaming revenues
     Trump Taj Mahal                 $   122.7      $  130.2      $  342.5      $  360.1
     Trump Plaza                          53.4          71.2         155.8         204.2
     Trump Marina                         45.2          52.9         127.1         160.2

     Total                           $   221.3      $  254.3      $  625.4      $  724.5


     Net revenues
     Trump Taj Mahal                 $   126.8      $  125.9      $  338.7      $  352.9
     Trump Plaza                          55.1          72.4         153.7         200.6
     Trump Marina                         46.4          53.8         123.3         157.8

     Total                           $   228.3      $  252.1      $  615.7      $  711.3


     Income (loss) from operations
     Trump Taj Mahal                 $    20.4      $  (61.8 )    $   20.5      $  (35.8 )
     Trump Plaza                           3.3          10.7        (355.0 )        14.8
     Trump Marina                          4.3         (39.0 )      (203.3 )       (56.7 )
     Corporate and other                  (9.0 )       (51.3 )       (36.2 )       (71.5 )

     Total                           $    19.0      $ (141.4 )    $ (574.0 )    $ (149.2 )


     Depreciation and amortization
     Trump Taj Mahal                 $    10.2      $    9.2      $   30.8      $   26.6
     Trump Plaza                           1.0           4.7           8.6          14.5
     Trump Marina                          0.6            -            1.0           6.4
     Corporate and other                    -            0.2           0.1           0.5

     Total                           $    11.8      $   14.1      $   40.5      $   48.0


     Reorganization expense
     Trump Taj Mahal                 $      -       $     -       $    4.6      $     -
     Trump Plaza                            -             -            2.3            -
     Corporate and other                   4.6            -           21.3            -

     Total                           $     4.6      $     -       $   28.2      $     -

Comparison of Three-Month Periods Ended September 30, 2009 and 2008.

Trump Taj Mahal - Net revenues increased $0.9 million principally due to a $2.7 million increase in cash rooms revenue due to the opening of the Chairman Tower, a $1.1 million increase in entertainment revenue and a $0.9 million increase in cash food and beverage revenue. These increases were partially offset by a $4.5 million decrease in net gaming revenues. The decrease in net gaming revenues was primarily due to a $2.1 million decrease in slot revenue, net of promotional coin offers and a $2.4 million decrease in table games and other revenue. Table games revenue decreased principally due to a 12% decrease in table game play.

Before consideration of $83.7 million of goodwill and other intangible asset impairment charges during 2008, income from operations decreased $1.5 million due to a $2.4 million increase in operating costs and expenses partially offset by the increase in net revenues. Total operating costs and expenses increased principally due to: a $2.2 million increase in property taxes, resulting from the assessment of the Chairman Tower and the effect of the 2008 real estate revaluation completed by the City of Atlantic City during 2008; a $1.4 million increase in payroll and related costs; a $1.1 million increase in regulatory fees; a $1.0 million increase in depreciation expense, principally due to depreciation expense associated with the Chairman Tower; a $1.0 million increase in entertainment expenses and a $1.0 million


increase in general and administrative expenses. These increases were partially offset by: a $1.9 million decrease in electricity and thermal energy costs; a $1.7 million decrease in advertising costs; a $1.5 million decrease in gaming taxes; and a $1.0 million decrease in promotional expenses.

Trump Plaza - Net revenues decreased $17.3 million due to a $17.8 million decrease in gaming revenues and a $0.7 million decrease in cash rooms, food and beverage revenue partially offset by a $1.3 million decrease in gaming promotional offers. Gaming revenues decreased due to a $9.0 million decrease in table games revenue and an $8.8 million decrease in slot revenue. The decrease in table games revenue was due to a significant decrease in table hold percentage and 19% decrease in table game play. Slot revenue decreased principally due to a 19% decrease in slot handle.

Income from operations decreased $7.4 million as the $17.3 million decrease in net revenues was partially offset by a $9.9 million decrease in operating expenses. The decline in operating expenses was primarily attributable to: a $3.7 million decrease in depreciation and amortization expense, principally due to the long-lived asset impairment charges recorded during the second quarter of 2009; a $2.0 million decrease in gaming taxes, due to lower gaming revenues; a $1.9 million decrease in payroll and related costs; a $1.3 million decrease in general and administrative expenses; a $1.2 million decrease in marketing and entertainment expenses; a $1.1 million decrease in promotional expenses; and a $1.0 million decrease in utility costs. These decreases were partially offset by a $1.3 million increase in property taxes due to the 2008 real estate revaluation completed by the City of Atlantic City during 2008 and an increase in provisions related to our CRDA investments, principally due to proceeds received during 2008 which were funded from certain of our CRDA investments.

Trump Marina - Net revenues decreased $7.4 million due to a $7.7 million decrease in gaming revenues and a $1.1 million decrease in cash food and beverage and other revenues partially offset by a $1.4 million decrease in gaming promotional offers. Gaming revenues decreased due to a $6.8 million decrease in slot revenue and a $0.9 million decrease in table games revenue. The decrease in slot revenue was principally due to an 18% decrease in slot handle.

Loss from operations before non-cash impairment charges recorded during the three months ended September 30, 2008, decreased $1.7 million due to the decrease in net revenues partially offset by a $5.7 million decrease in operating expenses. The decrease in operating expenses was principally due to: a $1.6 million decrease in promotional expenses; a $1.2 million decrease in marketing and entertainment costs; a $1.1 million decrease in payroll and related costs; a $1.0 million decrease in gaming taxes; and a $1.0 million decrease in utility costs. These decreases were partially offset by a $0.6 million increase in depreciation expense.

Corporate and Other - Corporate and other expenses excluding reorganization expenses in 2009 and transaction costs and intangible asset impairment charges associated with the Marina Agreement in 2008, decreased $0.4 million principally due to decreases in stock-based compensation expense, payroll and related costs and general and administrative expenses were partially offset by higher property taxes and insurance costs.

Interest Income - Interest income was $0.3 million during the three months ended September 30, 2009 compared to $0.8 million during the three months ended September 30, 2008 due to lower average invested cash and cash equivalents and interest rates.

Interest Expense - Interest expense increased $7.2 million to $39.0 million during the three months ended September 30, 2009 compared to the three months ended September 30, 2008. Interest expense increased due to (i) higher average borrowings outstanding under the 2007 Credit Agreement, (ii) a $1.6 million decrease in capitalized interest as a result of the completion of the Chairman Tower and (iii) the accrual of default interest related to the past due December 1, 2008 and June 1, 2009 interest payments on the Senior Notes.

Provision for Income Taxes - There was no provision for income taxes related to our continuing operations for the three months ended September 30, 2009. The provision for income taxes related to our continuing operations for the three months ended September 30, 2008 includes a deferred tax benefit of $2.3 million reflecting the impact of a reduction in our net deferred tax liabilities as a result of intangible asset impairment charges.


Comparison of Nine-Month Periods Ended September 30, 2009 and 2008.

Trump Taj Mahal - Net revenues decreased $14.2 million principally due to a $17.6 million decrease in gaming revenues and a $2.4 million increase in gaming promotional offers partially offset by a $4.1 million increase in cash rooms, food and beverage and entertainment revenue and a $1.5 million decrease in other promotional offers. The decrease in gaming revenues was due to a $15.2 million decrease in slot revenue and a $2.4 million decrease in table games and other gaming revenue. The decrease in slot revenue resulted from an 8.1% decrease in slot handle. Table games revenue decreased principally due to a decrease in table game play.

Before consideration of $4.6 million of non-cash reorganization expense during 2009 and goodwill and other intangible asset impairment charges during 2009 and 2008, income from operations decreased $19.2 million due to the decrease in net revenues and a $5.0 million increase in operating costs and expenses. Total operating costs and expenses increased principally due to: a $5.0 million increase in provisions for doubtful accounts; a $4.2 million increase in depreciation expense, principally due to depreciation expense associated with the Chairman Tower; a $3.9 million increase in property taxes, resulting from the assessment of the Chairman Tower and the effect of the 2008 real estate revaluation completed by the City of Atlantic City during 2008; a $2.6 million increase in payroll and related costs; a $1.9 million increase in insurance costs; and a $1.6 million increase in regulatory fees. These increases were partially offset by: a $4.2 million decrease in electricity and thermal energy costs; a $2.9 million decrease in gaming taxes; a $2.7 million decrease in advertising costs; a $2.4 million decrease in marketing and entertainment costs; and a $1.8 million decrease in provisions related to our CRDA investments, principally due to the receipt of proceeds which were funded from certain of our CRDA investments.

Trump Plaza - Net revenues decreased $46.9 million principally due to a $48.4 million decrease in gaming revenues and a $3.5 million decrease in cash rooms, food and beverage and other revenue partially offset by a $5.0 million decrease in gaming promotional offers. The decrease in gaming revenues was due to a $28.3 million decrease in slot revenue and a $20.1 million decrease in table game revenue. The decrease in slot revenue was principally due to a 21% decrease in slot handle. Table game revenue decreased due to a significant decrease in hold percentage and a 17% decrease in table game play.

Before consideration of non-cash impairment charges and $2.3 million of non-cash reorganization expense, income from operations decreased $19.7 million as the . . .

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