SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 16, 2003
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TRUMP HOTELS & CASINO RESORTS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-13794 13-3818402
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification Number)
1000 Boardwalk
Atlantic City, New Jersey 08401
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 449-6515
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TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
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(Exact Name of Registrant as Specified in Charter)
Delaware 33-90786 13-3818407
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification Number)
1000 Boardwalk
Atlantic City, New Jersey 08401
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 449-6515
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TRUMP HOTELS & CASINO RESORTS FUNDING, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 33-90786-01 13-3818405
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification Number)
1000 Boardwalk
Atlantic City, New Jersey 08401
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 449-6515
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Item 9. Regulation FD Disclosure
Trump Casino Holdings, LLC and Trump Casino Funding, Inc. (the "Issuers"),
recently formed entities that will become subsidiaries of Trump Hotels & Casino
Resorts Holdings, LP ("THCR Holdings"), anticipate offering in the near future
pursuant to one or more private placements to qualified institutional buyers,
two new issues of first and second mortgage notes aggregating approximately $475
million (the "Notes"). It is anticipated that the first mortgage and second
mortgage Notes will be offered in relative amounts to be determined. The
interest rate on the Notes and other terms thereof are also to be determined.
The Issuers intend to use the net proceeds of the offering, if consummated, to
redeem or repay substantially all of the outstanding public indebtedness and
bank debt of Trump's Castle Associates d/b/a Trump Marina, the bank debt of
Trump Indiana, Inc. and the bank debt of THCR Management Services, LLC, which
entities will become subsidiaries of the Issuer holding company and will
guarantee the Notes on a secured basis. The public indebtedness of THCR
Holdings, which will not guarantee the Notes, will also be retired if the
offering is consummated using a portion of the proceeds therefrom. In the course
of offering the Notes to qualified institutional buyers, Trump Hotels & Casino
Resorts, Inc. ("THCR") will furnish the unaudited operating results of Trump
Marina, Trump Indiana, Inc. and THCR Management Services for the quarter and
year ended December 31, 2002, to potential investors. This information follows
below.
For the year ended December 31, 2002, Trump Marina reported net revenues of
$270.2 million and EBITDA (representing income from operations before
depreciation, amortization, non-cash writedowns and charges related to required
regulatory costs, charges pursuant to an executive services agreement and debt
renegotiation costs) of $64.5 million, compared to net revenues of $252.9
million and EBITDA of $52.1 million for the year ended December 31, 2001. Trump
Marina reported net revenues of $61.7 million and an EBITDA of $12.0 million for
the quarter ended December 31, 2002, compared to net revenues of $62.3 million
and EBITDA of $13.3 million for the quarter ended December 31, 2001. For the
year ended December 31, 2002, income from operations was $34.6 million, compared
to $30.6 million for the year ended December 31, 2001. For the quarter ended
December 31, 2002, income from operations was $2.5 million, compared to $7.6
million for the quarter ended December 31, 2001. The attached schedules detail
the components of income from operations and EBITDA.
For the year ended December 31, 2002, Trump Indiana, Inc. reported an
increase in net revenues to $124.0 million and an increase in EBITDA
(representing income from operations before depreciation, amortization, charges
pursuant to the marketing and service agreement from its parent company, charges
related to required regulatory costs and debt renegotiation costs) to $33.1
million, compared to net revenues of $120.9 million and EBITDA of $26.2 million
for the year ended December 31, 2001. Trump Indiana reported net revenues of
$29.7 million and an increase in EBITDA to $8.7 million for the quarter ended
December 31, 2002, compared to net revenues of $29.4 million and EBITDA of $6.4
million for the quarter ended December 31, 2001. For the year ended December 31,
2002, income from operations was $20.4 million, compared to $14.5 million for
the year ended December 31, 2001. For the quarter ended December 31, 2002,
income from operations was $4.3 million, compared to $3.9 million for the
quarter ended December 31, 2001. The attached schedules detail the components of
income from operations and EBITDA.
During the quarter and the year ended December 31, 2002, THCR Management
Services earned $0.9 million and $2.7 million, respectively, in management fees
and incurred $0.2 million and $1.1 million, respectively, in general and
administrative costs. For the year ended December 31, 2002, $0.6 million was
incurred by THCR Management Services in pre-opening costs (included in general
and administrative costs). For the year ended December 31, 2002, income from
operations of THCR Management Services was $1.6 million, with no comparable
amount in the year ended December 31, 2001. For the quarter ended December 31,
2002, income from operations of THCR Management Services was $0.7 million, with
no comparable amount in the quarter ended December 31, 2001. THCR Management
Services manages the Trump 29 Casino.
THCR Holdings, through its wholly-owned subsidiaries, owns and operates
Trump Plaza Hotel and Casino, Trump Taj Mahal Casino Resort and Trump Marina
Hotel Casino in Atlantic City, New Jersey, as well as Trump Indiana, a hotel and
riverboat casino at Buffington Harbor, Indiana on Lake Michigan. Also, THCR
Holdings, through a wholly-owned subsidiary, manages the Trump 29 Casino located
in the Palm Springs, California area, that is owned by the Twenty-Nine Palms
Band of Luiseno Mission Indians of California. THCR Holdings (and its
subsidiaries) is the exclusive vehicle through which Donald J. Trump engages in
gaming activities.
THCR Holdings is a subsidiary of Trump Hotels & Casino Resorts, Inc., a
public company which is approximately 46.6% beneficially owned by Donald J.
Trump.
PSLRA Safe Harbor for Forward-Looking Statements and Additional
Available Information
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in such statements.
All statements, trend analysis and other information contained in this
release relative to THCR's or its subsidiaries' performance, trends in THCR's or
its subsidiaries' operations or financial results, plans, expectations,
estimates and beliefs, as well as other statements including words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "could"
and other similar expressions, constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. In connection with certain
forward-looking statements contained in this release and those that may be made
in the future by or on behalf of THCR, THCR notes that there are various factors
that could cause actual results to differ materially from those set forth in any
such forward-looking statements. The forward-looking statements contained in
this release were prepared by management and are qualified by, and subject to,
significant business, economic, competitive, regulatory and other uncertainties
and contingencies, all of which are difficult or impossible to predict and many
of which are beyond the control of THCR. Accordingly, there can be no assurance
that the forward-looking statements contained in this release will be realized
or that actual results will not be significantly higher or lower. The
forward-looking statements in this release reflect the opinion of the Company's
management as
of the date of this release. Readers are hereby advised that developments
subsequent to this release are likely to cause these statements to become
outdated with the passage of time or other factors beyond the control of the
Company. This Company does not intend, however, to update the guidance provided
herein prior to its next release or unless otherwise required to do so. Readers
of this release should consider these facts in evaluating the information
contained herein. In addition, the business and operations of THCR are subject
to substantial risks, which increase the uncertainty inherent in the
forward-looking statements contained in this release. The inclusion of the
forward-looking statements contained in this release should not be regarded as a
representation by THCR or any other person that the forward-looking statements
contained in the release will be achieved. In light of the foregoing, readers of
this release are cautioned not to place undue reliance on the forward-looking
statements contained herein.
Additional information concerning the potential risk factors that could
affect the Company's future performance are described from time to time in the
Company's periodical reports filed with the Securities and Exchange Commission
(the "Commission"), including, but not limited to, the Company's Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q. These reports may be viewed
free of charge on the Commission's website, www.sec.gov, or on the Company's
website, www.trump.com.
# # #
TRUMP'S CASTLE ASSOCIATES
d/b/a TRUMP MARINA
Condensed Statements of Operations
(Unaudited)
(In thousands, except statistical information)
3 MONTHS 12 MONTHS
31-Dec-02 31-Dec-01 31-Dec-02 31-Dec-01
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REVENUES
CASINO $64,652 $65,093 $281,898 $266,493
# of Slots 2,528 2,528 2,527 2,526
Win per Slot/Day $214 $213 $235 $220
Slot Win $49,725 $49,639 $216,937 $202,426
# of Tables 79 79 79 78
Win per Table/Day $2,032 $2,108 $2,225 $2,224
Table Win $14,766 $15,323 $64,155 $63,322
Table Drop $90,346 $86,878 $377,576 $384,712
Hold % 16.3% 17.6% 17.0% 16.5%
Poker, Keno, Race Win $161 $131 $806 $745
ROOMS $4,481 $4,523 $18,504 $18,280
# of Rooms Sold 57,974 54,960 238,962 226,403
Avg Room Rates $77.29 $82.30 $77.43 $80.74
Occupancy % 86.6% 82.1% 89.9% 85.2%
FOOD & BEVERAGE $7,429 $7,335 $32,710 $31,700
OTHER 2,342 2,258 10,425 10,419
PROMOTIONAL ALLOWANCES (a) (17,215) (16,947) (73,288) (73,973)
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NET REVENUES $61,689 $62,262 $270,249 $252,919
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COSTS & EXPENSES
GAMING (a) $30,561 $30,381 $127,417 $124,322
ROOMS 1,196 1,083 4,541 3,572
FOOD & BEVERAGE 2,342 2,318 10,435 10,154
GENERAL & ADMIN 15,613 15,146 63,313 62,806
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TOTAL EXPENSES $49,712 $48,928 $205,706 $200,854
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EBITDA (b) $11,977 $13,334 $64,543 $52,065
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A reconciliation of EBITDA to income from operations for each of the periods is
as follows:
EBITDA $11,977 $13,334 $64,543 $52,065
Depreciation and amortization (5,716) (4,776) (21,356) (17,831)
Non-cash write-downs and charges related to
required regulatory obligations (2,906) (275) (3,762) (1,432)
Debt renegotiation costs (212) 0 (1,345) 0
Executive Services agreement (622) (657) (3,454) (2,207)
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Income from operations $2,521 $7,626 $34,626 $30,595
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Note: Certain prior year reclassifications have been made to conform to current
year presentation.
(a) Prior period amounts have been reclassed from gaming expense to promotional
allowances, in accordance with EITF 00-22 "Accounting for 'Points' and Certain
Other Time-Based or Sales Incentive Offers, and Offers for Free Products or
Services to Be Delivered in the Future" and EITF 01-09 "Accounting for
Consideration given by a Vendor to a Customer (Including a Reseller of the
Vendor's Products)". In addition, during the quarter ended September 30, 2002,
the Company reclassified certain additional bus coin expenses to be consistent
with prevailing industry presentation. Such amounts were $.5 million and $2.8
million for the quarter and year ended December 31, 2001.
(b) EBITDA amounts are not meant as a substitute for GAAP, but are solely for
informational purposes. EBITDA is used in the casino hotel industry as a measure
of cash flow.
TRUMP INDIANA, INC.
Condensed Statements of Operations
(Unaudited)
(In thousands, except statistical information)
3 MONTHS 12 MONTHS
31-Dec-02 31-Dec-01 31-Dec-02 31-Dec-01
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REVENUES
CASINO $30,504 $29,922 $128,747 $123,611
# of Slots 1,787 1,411 1,635 1,334
Win per Slot/Day $162 $185 $180 $203
Slot Win $26,573 $23,966 $107,509 $98,865
# of Tables 44 52 46 52
Win per Table/Day $971 $1,246 $1,265 $1,303
Table Win $3,931 $5,957 $21,238 $24,746
Table Drop $27,946 $34,316 $128,232 $143,868
Hold % 14.1% 17.4% 16.6% 17.2%
ROOMS $694 $881 $3,331 $4,190
# of Rooms Sold 11,180 15,341 54,034 68,764
Avg Room Rates $62 $57 $62 $61
Occupancy % 40.5% 55.6% 49.3% 62.8%
FOOD & BEVERAGE $573 $834 $2,891 $3,369
OTHER 629 455 1,910 1,623
PROMOTIONAL ALLOWANCES (2,728) (2,738) (12,877) (11,890)
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NET REVENUES $29,672 $29,354 $124,002 $120,903
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COSTS & EXPENSES
GAMING $13,747 $16,036 $63,038 $65,390
ROOMS 472 509 1,705 2,173
FOOD & BEVERAGE 1,079 1,068 4,421 4,417
GENERAL & ADMIN 5,645 5,391 21,786 22,738
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TOTAL EXPENSES $20,943 $23,004 $90,950 $94,718
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EBITDA (a) $8,729 $6,350 $33,052 $26,185
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A reconciliation of EBITDA to income from operations for each of the periods is
as follows:
EBITDA $8,729 $6,350 $33,052 $26,185
Depreciation and amortization (1,857) (1,299) (6,250) (6,306)
Non-cash write-downs and charges related to
required regulatory obligations 0 0 0 (668)
Debt renegotiation costs 0 0 (284) 0
Management and services agreement (2,589) (1,175) (6,114) (4,700)
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Income from operations $4,283 $3,876 $20,404 $14,511
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Note: Certain prior year reclassifications have been made to conform to current
year presentation.
(a) EBITDA amounts are not meant as a substitute for GAAP, but are solely for
informational purposes. EBITDA is used in the casino hotel industry as a measure
of cash flow.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRUMP HOTELS & CASINO RESORTS, INC.
Date: January 16, 2003 By: /s/ JOHN P. BURKE
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Name: John P. Burke
Title: Executive Vice President and
Corporate Treasurer
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
By: Trump Hotels & Casino Resorts,
Inc., its general partner
Date: January 16, 2003 By: /s/ JOHN P. BURKE
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Name: John P. Burke
Title: Executive Vice President and
Corporate Treasurer
TRUMP HOTELS & CASINO RESORTS FUNDING, INC.
Date: January 16, 2003 By: /s/ JOHN P. BURKE
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Name: John P. Burke
Title: Executive Vice President and
Corporate Treasurer