<PAGE>
================================================================================
UNITED STATES
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: June 30, 1999
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: 1-9029
------------------------------
TRUMP'S CASTLE HOTEL & CASINO, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 11-2735914
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Huron Avenue and Brigantine Boulevard
Atlantic City, New Jersey 08401
(609) 441-6060
(Address, including Zip Code and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
TRUMP'S CASTLE FUNDING, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 11-2739203
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Huron Avenue and Brigantine Boulevard
Atlantic City, New Jersey 08401
(609) 441-6060
(Address, including Zip Code and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
TRUMP'S CASTLE ASSOCIATES, L.P.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2608426
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Huron Avenue and Brigantine Boulevard
Atlantic City, New Jersey 08401
(609) 441-6060
(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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes X No
___ ___
As of August 13, 1999, there were 100 shares of Trump's Castle Hotel &
Casino, Inc.'s Common Stock, no par value, outstanding. Trump's Castle Hotel &
Casino, 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.
As of August 13, 1999, there were 200 shares of Trump's Castle Funding,
Inc.'s Common Stock, par value $.01 per share, outstanding. Trump's Castle
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.
================================================================================
<PAGE>
TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
Condensed Consolidated Balance Sheets as of December 31, 1998 and June 30, 1999 (unaudited)...................... 1
Condensed Consolidated Statements of Operations for the three and six months ended June 30,
1998 and 1999 (unaudited).................................................................................. 2
Condensed Consolidated Statement of Partners' Capital for the six months ended June 30,
1999 (unaudited)........................................................................................... 3
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1998
and 1999 (unaudited)....................................................................................... 4
Notes to Condensed Consolidated Financial Statements (unaudited) ................................................ 5
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations..................... 8
ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk................................................ 14
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings......................................................................................... 15
ITEM 2 - Changes in Securities and Use of Proceeds................................................................. 16
ITEM 3 - Defaults Upon Senior Securities........................................................................... 16
ITEM 4 - Submission of Matters to a Vote of Security Holders....................................................... 16
ITEM 5 - Other Information......................................................................................... 16
ITEM 6 - Exhibits and Reports on Form 8-K.......................................................................... 16
SIGNATURES
Signature - Trump's Castle Hotel & Casino, Inc................................................................... 17
Signature - Trump's Castle Funding, Inc.......................................................................... 18
Signature - Trump's Castle Associates, L.P....................................................................... 19
</TABLE>
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
------------ -----------
(unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 19,723 $ 17,699
Receivables, net........................................................ 8,401 12,597
Inventories............................................................. 3,020 3,113
Other current assets.................................................... 1,884 2,554
--------- ---------
Total current assets.............................................. 33,028 35,963
PROPERTY AND EQUIPMENT, NET................................................ 488,745 482,527
OTHER ASSETS............................................................... 15,115 15,943
--------- ---------
Total assets...................................................... $ 536,888 $ 534,433
========= =========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Current maturities-long term debt....................................... $ 1,277 $ 547
Accounts payable and accrued expenses................................... 27,048 30,134
Due to affiliates....................................................... 21,602 21,453
Accrued interest payable................................................ 4,777 4,701
--------- ---------
Total current liabilities......................................... 54,704 56,835
LONG TERM DEBT, LESS CURRENT MATURITIES.................................... 368,529 376,860
OTHER LONG TERM LIABILITIES................................................ 3,541 3,544
--------- ---------
Total liabilities................................................. 426,774 437,239
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL.......................................................... 110,114 97,194
--------- ---------
Total liabilities and partners' capital........................... $ 536,888 $ 534,433
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
1
<PAGE>
TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998 AND 1999
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
1998 1999 1998 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Gaming........................................... $ 61,287 $ 69,214 $ 124,020 $ 130,104
Rooms............................................ 3,904 3,933 7,461 7,219
Food and beverage................................ 8,047 8,897 15,541 16,166
Other............................................ 2,713 3,017 4,598 4,620
--------- ---------- --------- ---------
Gross revenues................................ 75,951 85,061 151,620 158,109
Less-promotional allowances......................... 8,986 9,343 17,932 17,905
--------- ---------- --------- ---------
Net revenues.................................. 66,965 75,718 133,688 140,204
--------- ---------- --------- ---------
COSTS AND EXPENSES:
Gaming........................................... 38,851 42,535 78,848 81,317
Rooms............................................ 931 1,155 1,599 1,847
Food and beverage................................ 2,522 2,827 4,354 4,603
General and administrative....................... 13,682 15,788 28,691 30,492
Depreciation and amortization.................... 4,148 4,276 8,198 8,526
--------- ---------- --------- ---------
60,134 66,581 121,690 126,785
--------- ---------- --------- ---------
Income from operations........................ 6,831 9,137 11,998 13,419
INTEREST INCOME..................................... 153 173 381 392
INTEREST EXPENSE.................................... (12,762) (13,293) (25,377) (26,731)
--------- ---------- --------- ---------
Net loss...................................... $ (5,778) $ (3,983) $ (12,998) $ (12,920)
========= ========== ========= =========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
2
<PAGE>
TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Partners' Partners'
Capital Deficit Total
--------- --------- --------
<S> <C> <C> <C>
Balance at December 31, 1998.................................. $175,395 $(65,281) $ 110,114
Net loss...................................................... - (12,920) (12,920)
-------- -------- ---------
Balance at June 30, 1999...................................... $175,395 $(78,201) $ 97,194
======== ======== =========
</TABLE>
The accompanying notes are an integral part of this condensed consolidated
statement.
3
<PAGE>
TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1999
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months
Ended June 30,
---------------------
1998 1999
---------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................................... $ (12,998) $ (12,920)
Adjustments to reconcile net loss to net cash flows provided
by operating activities-
Depreciation and amortization....................................... 8,198 8,526
Issuance of PIK Notes in exchange for accrued interest.............. 5,612 6,418
Accretion of bond discount.......................................... 1,804 2,109
Provision for losses on receivables................................. 536 60
Valuation allowance-CRDA investments................................ 528 712
Increase in receivables............................................. (1,212) (4,256)
Decrease (increase) in inventories.................................. 185 (93)
Increase in other current assets.................................... (614) (670)
(Increase) decrease in other assets................................. (888) 99
Increase in current liabilities..................................... 4,153 3,010
Decrease in amounts due to affiliates............................... (321) (242)
(Decrease) increase in other liabilities............................ (1,190) 3
---------- -----------
Net cash flows provided by operating activities................ 3,793 2,756
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net............................ (1,147) (2,215)
Purchase of CRDA investments........................................ (1,539) (1,639)
---------- -----------
Net cash flows used in investing activities.................... (2,686) (3,854)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of other borrowings....................................... (63,431) (926)
Proceeds of other borrowings........................................ 67,000 -
----------- -----------
Net cash flows provided by (used in) financing activities...... 3,569 (926)
----------- -----------
Net increase (decrease) in cash and cash equivalents........... 4,676 (2,024)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.............................. 14,472 19,723
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................................... $ 19,148 $ 17,699
=========== ===========
SUPPLEMENTAL INFORMATION:
Cash paid for interest..................................................... $ 16,874 $ 17,994
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
4
<PAGE>
TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) Organization and Operations
The accompanying condensed consolidated financial statements include
those of Trump's Castle Associates, L.P., a New Jersey limited partnership (the
"Partnership"), and its wholly owned subsidiary, Trump's Castle Funding, Inc., a
New Jersey corporation ("Funding"). The Partnership is 99% owned by Trump Hotels
& Casino Resorts Holdings, L.P., a Delaware limited partnership ("THCR
Holdings"), and 1% owned by Trump's Castle Hotel & Casino, Inc., a New Jersey
corporation ("TCHI"). TCHI is wholly owned by THCR Holdings, and THCR Holdings
is currently a 63.4% owned subsidiary of Trump Hotels & Casino Resorts, Inc., a
Delaware corporation ("THCR").
All significant intercompany balances and transactions have been
eliminated in these condensed consolidated financial statements.
The Partnership operates the Trump Marina Hotel Casino ("Trump
Marina"), a luxury casino hotel located in the Marina District of Atlantic City,
New Jersey. The primary portion of Trump Marina's revenues are derived from its
gaming operations. Competition in the Atlantic City gaming market is intense and
the Partnership believes that the competition will continue to intensify due to
expansion by existing operators and new entrants to the gaming industry becoming
operational.
Since Funding has no business operations, its ability to repay the
principal and interest on the $62,000,000 10 1/4% Senior Secured Notes due 2003
(the "New Senior Notes"), the 11 3/4% Mortgage Notes due 2003 (the "Mortgage
Notes") and its Increasing Rate Subordinated Pay-in-Kind Notes due 2005 (the
"PIK Notes") is completely dependent upon the operations of the Partnership.
Since TCHI has no business operations, its ability to repay the
principal and interest on the $5,000,000 10 1/4% Senior Secured Notes due 2003
(the "Working Capital Loan") is completely dependent upon the operations of the
Partnership.
The accompanying condensed consolidated financial statements have been
prepared by the Partnership without audit. In the opinion of the Partnership,
all adjustments, consisting of only normal recurring adjustments necessary to
present fairly the financial position, results of operations and cash flows for
the periods presented have been made.
The accompanying condensed consolidated financial statements have been
prepared by the Partnership pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC"). Accordingly, certain information
and note disclosures normally included in the financial statements prepared in
conformity with generally accepted accounting principles have been omitted.
These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the annual report on Form 10-K for the year ended December 31, 1998
filed with the SEC by the Partnership, Funding and TCHI.
Certain reclassifications have been made to conform prior year
financial information to the current year presentation.
The casino industry in Atlantic City is seasonal in nature;
accordingly, the results of operations for the three and six month periods
ending June 30, 1999 are not necessarily indicative of the operating results for
a full year.
5
<PAGE>
TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
(2) Financial Information of Funding
Financial information relating to Funding is as follows (in thousands):
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
----------- ---------
<S> <C> <C>
Total Assets (including Mortgage Notes Receivable of $242,141, net of
unamortized discount of $26,807 at December 31, 1998 and $24,929 at June
30, 1999, PIK Notes Receivable of $92,510, net of unamortized discount of
$6,806 at December 31, 1998 and $98,928, net of unamortized discount of
$6,575 at June 30, 1999, New Senior Notes Receivable of $62,000 at
December 31, 1998 and June 30, 1999).......................................... $ 363,038 $ 371,565
========= =========
Total Liabilities and Capital (including Mortgage Notes Payable of
$242,141, net of unamortized discount of $26,807 at December 31, 1998 and
$24,929 at June 30, 1999, PIK Notes Payable of $92,510, net of unamortized
discount of $6,806 at December 31, 1998 and $98,928, net of unamortized
discount of $6,575 at June 30, 1999, New Senior Notes Payable of $62,000
at December 31, 1998 and June 30, 1999)....................................... $ 363,038 $ 371,565
========= =========
</TABLE>
<TABLE>
<CAPTION>
Six Months
Ended June 30,
------------------
1998 1999
--------- --------
<S> <C> <C>
Interest Income..................................................................... $ 23,917 $ 26,094
Interest Expense.................................................................... 23,917 26,094
--------- --------
Net Income.......................................................................... $ - $ -
========= ========
</TABLE>
6
<PAGE>
TRUMP'S CASTLE ASSOCIATES, L.P. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(unaudited)
(3) Financial Information of TCHI
Financial information relating to TCHI is as follows (in thousands):
<TABLE>
<CAPTION>
December 31, June 30,
1998 1999
----------- ----------
<S> <C> <C>
Total Assets (including Working Capital Loan Receivable of
$5,000 at December 31, 1998 and June 30, 1999).......................... $ 5,000 $ 5,000
======== ========
Total Liabilities and Capital (including Working Capital Loan
Payable of $5,000 at December 31, 1998 and June 30, 1999)............... $ 5,000 $ 5,000
======== ========
</TABLE>
<TABLE>
<CAPTION>
Six Months
Ended June 30,
--------------
1998 1999
------ -------
<S> <C> <C>
Interest Income............................................................... $ 105 $ 256
Interest Expense.............................................................. 105 256
------- -------
Net Income.................................................................... $ - $ -
======= =======
</TABLE>
7
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Capital Resources and Liquidity
Cash flows from operating activities are the Partnership's principal
source of liquidity. The Partnership expects to have sufficient liquidity to
meet its obligations and intends to reduce debt by buying back bonds in the open
market, when permissable. Cash flow is managed based upon the seasonality of the
operations. Any excess cash flow achieved from operations during peak periods is
utilized to subsidize non-peak periods where necessary.
In addition to funding operations, the Partnership's principal uses
of cash are capital expenditures and debt service.
Capital expenditures for 1999 are anticipated to be approximately
$9,000,000 and principally consist of a casino floor and slot machine renovation
project, hotel room renovations, as well as ongoing property enhancements.
The Partnership's debt consists primarily of (i) the Mortgage Notes,
(ii) the PIK Notes, (iii) the New Senior Notes, and (iv) the Working Capital
Loan.
The Mortgage Notes have an outstanding principal amount of
approximately $242,141,000, bear interest at the rate of 11 3/4% per annum and
mature on November 15, 2003.
The PIK Notes have an outstanding principal amount of approximately
$98,928,000 and mature on November 15, 2005. Interest is currently payable semi-
annually at the rate of 13 7/8%. On or prior to November 15, 2003, interest
on the PIK Notes may be paid in cash or through the issuance of additional PIK
Notes. During the second quarter of 1999, interest in the amount of
approximately $6,418,000 was satisfied through the issuance of additional PIK
Notes. The Partnership anticipates that additional interest due during the
fourth quarter of 1999 in the amount of approximately $6,863,000 will also be
satisfied through the issuance of additional PIK Notes.
On April 17, 1998, Funding refinanced its 11 1/2% Senior Secured Notes
due 2000 (the "Old Senior Notes") and its term loan with a bank (the "Term
Loan") by issuing the New Senior Notes. The proceeds from the issuance of the
New Senior Notes were used to redeem all of the issued and outstanding Old
Senior Notes at 100% of their principal amount and to repay the Term Loan in
full. In conjunction with this refinancing, TCHI obtained the Working Capital
Loan and loaned the proceeds to the Partnership.
The New Senior Notes have an outstanding principal amount of
$62,000,000 and bear interest at the rate of 10 1/4% per annum, payable semi-
annually each April and October. The entire principal balance of the New Senior
Notes matures on April 30, 2003.
The Working Capital Loan has an outstanding principal amount of
$5,000,000 and bears interest at the rate of 10 1/4% per annum, payable semi-
annually each April and October. The entire principal balance of the Working
Capital Loan matures on April 30, 2003. The Partnership has the authority to
obtain a working capital facility of up to $10,000,000 (of which approximately
$5,449,000 is outstanding), although there can be no assurance that such
financing will be available, or on terms acceptable to the Partnership.
The ability of Funding, TCHI and the Partnership to pay their
indebtedness when due will depend on the ability of the Partnership to either
generate cash from operations sufficient for such purposes or to refinance such
indebtedness on or before the date on which it becomes due. Cash flow from
operations may not be sufficient to repay a substantial portion of the principal
amount of the debt at maturity. The future operating performance of the
8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)
Partnership and the ability to refinance this debt will be subject to the then
prevailing economic conditions, industry conditions and numerous other
financial, business and other factors, many of which are beyond the control of
Funding, TCHI or the Partnership. There can be no assurance that the future
operating performance of the Partnership will be sufficient to meet these
repayment obligations or that the general state of the economy, the status of
the capital markets or the receptiveness of the capital markets to the gaming
industry will be conducive to refinancing this debt or other attempts to raise
capital.
Year 2000
The Partnership has assessed the Year 2000 issue and has begun
implementing a plan to ensure that its systems are Year 2000 compliant. Analysis
has been made of the Partnership's various customer support and internal
administration systems with appropriate modifications having been made or
underway. Testing of the modifications is expected to be completed during 1999.
The Partnership is approximately 95% complete in its modifications.
The Partnership believes that the issues of concern are predominantly
software related as opposed to hardware related. Further, the Partnership relies
upon third party suppliers for support of their individual systems provided to
the Partnership. These systems primarily support property, plant and equipment,
such as telephones, elevators and fire safety systems. Contact has been made
with all significant system suppliers and the Partnership is at various stages
of assessment, negotiation and implementation. When necessary, contracts have
been issued to update these systems so as to ensure Year 2000 compliance. The
cost of addressing the Year 2000 issue is not expected to be material and will
be funded out of operations.
If the Partnership did not assess the Year 2000 issue and provide for
its compliance, it would be forced to convert to manual systems to carry on its
business. Since the Partnership expects to be fully Year 2000 compliant, it does
not feel that a contingency plan is necessary at this time. However, the
Partnership will continually assess the situation and evaluate whether a
contingency plan is necessary as the millennium approaches.
This Year 2000 disclosure constitutes Year 2000 readiness disclosure
within the meaning of the Year 2000 Information and Readiness Disclosure Act.
9
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)
Results of Operations: Operating Revenues and Expenses
The financial information presented below reflects the financial
condition and results of operations of the Partnership. Funding is a wholly
owned subsidiary of the Partnership and conducts no business other than
collecting amounts due under certain intercompany notes from the Partnership for
the purpose of paying principal of, premium, if any, and interest on its
indebtedness, which Funding issued as a nominee for the Partnership.
Comparison of Results of Operations for the Three Month Periods Ended June 30,
1998 and 1999.
Gaming revenues are the primary source of the Partnership's revenues
and primarily consist of table game and slot machine win. The following chart
details activity for the major components of gaming revenues:
<TABLE>
<CAPTION>
Three Months Ended
------------------
June 30,
--------
1998 1999
---- ----
(dollars in thousands)
<S> <C> <C>
Table Game Revenue...................................................... $ 15,131 $ 19,552
Increase from Prior Period.............................................. $ 4,421
Table Game Drop......................................................... $100,776 $ 126,040
Increase from Prior Period.............................................. $ 25,264
Table Game Win Percentage............................................... 15.0% 15.5%
Increase from Prior Period.............................................. 0.5 pts.
Number of Table Games................................................... 91 85
Decrease from Prior Period.............................................. (6)
Slot Revenue............................................................ $ 45,627 $ 48,821
Increase from Prior Period.............................................. $ 3,194
Slot Handle............................................................. $561,710 $ 626,032
Increase from Prior Period.............................................. $ 64,322
Slot Win Percentage..................................................... 8.1% 7.8%
Decrease from Prior Period.............................................. (0.3) pts.
Number of Slot Machines................................................. 2,163 2,133
Decrease from Prior Period.............................................. (30)
Other Gaming Revenue.................................................... $ 529 $ 841
Increase from Prior Period.............................................. $ 312
Total Gaming Revenues................................................... $ 61,287 $ 69,214
Increase from Prior Period.............................................. $ 7,927
</TABLE>
10
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)
Table game revenues increased by approximately $4,421,000 or 29.2% to
$19,552,000 for the three months ended June 30, 1999 from $15,131,000 for the
three months ended June 30, 1998. This increase is the result of higher table
game volume than the previous year, coupled with a higher table game win
percentage. Table game revenues represent the amount retained by the Partnership
from amounts wagered at table games. The table game win percentage tends to be
fairly constant over the long term, but may vary significantly in the short
term, due to large wagers by "high rollers." The Atlantic City industry table
game win percentages were 15.4% and 14.9% for the three months ended June 30,
1999 and 1998, respectively.
Slot revenues increased by approximately $3,194,000 or 7.0% to
$48,821,000 for the three months ended June 30, 1999 from $45,627,000 for the
three months ended June 30, 1998, due to an increased slot handle. The increased
slot handle is due primarily to sustained marketing programs and events designed
specifically for the slot customer.
Nongaming revenues, in the aggregate, increased by approximately
$1,183,000 or 8.1% to $15,847,000 for the three months ended June 30, 1999 from
$14,664,000 for the three months ended June 30, 1998, primarily as a result of
an increase in food and beverage revenue activity resulting from the increased
table game and slot revenues discussed previously. This also resulted in a
corresponding increase in promotional allowances of $357,000 or 4.0% to
$9,343,000 for the three months ended June 30, 1999 from $8,986,000 for the
three months ended June 30, 1998.
Gaming costs increased approximately $3,684,000 or 9.5% to $42,535,000
for the three months ended June 30, 1999 from $38,851,000 for the three months
ended June 30, 1998. This variance is primarily the result of an increase in
regulatory taxes resulting from higher gaming revenues recorded in 1999 as well
as increased promotional expenses which were incurred to stimulate gaming
revenues.
Food and beverage costs increased approximately $305,000 or 12.1% to
$2,827,000 for the three months ended June 30, 1999 from $2,522,000 for the
three months ended June 30, 1998. This increase is primarily due to higher
compensation costs as well as increased cost of goods sold, both of which are
related to the increased food and beverage revenue activity in 1999.
General and administrative expenses increased approximately $2,106,000
or 15.4% to $15,788,000 for the three months ended June 30, 1999 from
$13,682,000 for the three months ended June 30, 1998. This increase is primarily
the result of increased compensation and insurance costs.
Interest expense increased approximately $531,000 or 4.2% to
$13,293,000 for the three months ended June 30, 1999 from $12,762,000 for the
three months ended June 30, 1998, primarily due to an increase in the
outstanding principal of the PIK Notes.
11
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)
Comparison of Results of Operations for the Six Month Periods Ended June 30,
1998 and 1999.
Gaming revenues are the primary source of the Partnership's revenues
and primarily consist of table game and slot machine win. The following chart
details activity for the major components of gaming revenues:
<TABLE>
<CAPTION>
Six Months Ended
----------------
June 30,
--------
1998 1999
---- ----
(dollars in thousands)
<S> <C> <C>
Table Game Revenue...................................................... $ 32,809 $ 34,999
Increase from Prior Period.............................................. $ 2,190
Table Game Drop......................................................... $ 212,620 $ 227,336
Increase from Prior Period.............................................. $ 14,716
Table Game Win Percentage............................................... 15.4% 15.4%
Number of Table Games................................................... 93 88
Decrease from Prior Period.............................................. (5)
Slot Revenue............................................................ $ 90,399 $ 94,091
Increase from Prior Period.............................................. $ 3,692
Slot Handle............................................................. $1,113,553 $1,178,614
Increase from Prior Period.............................................. $ 65,061
Slot Win Percentage..................................................... 8.1% 8.0%
Decrease from Prior Period.............................................. (0.1) pts.
Number of Slot Machines................................................. 2,159 2,155
Decrease from Prior Period.............................................. (4)
Other Gaming Revenue.................................................... $ 812 $ 1,014
Increase from Prior Period.............................................. $ 202
Total Gaming Revenues................................................... $ 124,020 $ 130,104
Increase from Prior Period.............................................. $ 6,084
</TABLE>
12
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (Continued)
Table game revenues increased by approximately $2,190,000 or 6.7% to
$34,999,000 for the six months ended June 30, 1999 from $32,809,000 for the six
months ended June 30, 1998. This increase is the result of higher table game
volume than the previous year. Table game revenues represent the amount retained
by the Partnership from amounts wagered at table games. The table game win
percentage tends to be fairly constant over the long term, but may vary
significantly in the short term, due to large wagers by "high rollers." The
Atlantic City industry table game win percentages were 15.7% and 15.2% for the
six months ended June 30, 1999 and 1998, respectively.
Slot revenues increased by approximately $3,692,000 or 4.1% to
$94,091,000 for the six months ended June 30, 1999 from $90,399,000 for the six
months ended June 30, 1998, due to an increased slot handle. The increased slot
handle is due primarily to sustained marketing programs and events designed
specifically for the slot customer.
Gaming costs increased approximately $2,469,000 or 3.1% to $81,317,000
for the six months ended June 30, 1999 from $78,848,000 for the six months ended
June 30, 1998. This variance is primarily the result of an increase in
regulatory taxes resulting from higher gaming revenues recorded in 1999 as well
as increased promotional expenses which were incurred to stimulate gaming
revenues.
General and administrative costs increased by $1,801,000 or 6.3% to
$30,492,000 for the six months ended June 30, 1999 from $28,691,000 for the six
months ended June 30, 1998, primarily as a result of increased advertising,
compensation and insurance costs.
Interest expense increased approximately $1,354,000 or 5.3% to
$26,731,000 for the six months ended June 30, 1999 from $25,377,000 for the six
months ended June 30, 1998, primarily due to an increase in the outstanding
principal of the PIK Notes.
Seasonality
The casino industry in Atlantic City is seasonal in nature;
accordingly, the results of operations for the three and six month periods
ending June 30, 1999 are not necessarily indicative of the operating results for
a full year.
Important Factors Relating to Forward Looking Statements
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. In connection with
certain forward-looking statements contained in this Quarterly Report on Form
10-Q and those that may be made in the future by or on behalf of the
Registrants, the Registrants note 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 the
Quarterly Report 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 the Registrants.
Accordingly, there can be no assurance that the forward-looking statements
contained in this Quarterly Report will be realized or that actual results will
not be significantly higher or lower. The statements have not been audited by,
examined by, compiled by or subjected to agreed-upon procedures by independent
accountants, and no third-party has independently verified or reviewed such
statements. Readers of this Quarterly Report should consider these facts in
evaluating the information contained herein. In addition, the business and
operations of the Registrants are subject to substantial risks which increase
the uncertainty inherent in the forward-looking statements contained in this
Quarterly Report. The inclusion of the forward-looking statements contained in
this Quarterly Report should not be regarded as a representation by the
Registrants or any other person that the forward-looking statements contained in
this Quarterly Report will be achieved. In light of the foregoing, readers of
this Quarterly Report are cautioned not to place undue reliance on the forward-
looking statements contained herein.
13
<PAGE>
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Management has reviewed the disclosure requirements for Item 3 and,
based upon the Partnership, Funding and TCHI's current capital structure, scope
of operations and financial statement structure, management believes that such
disclosure is not warranted at this time. Since conditions may change, each of
the Partnership, Funding and TCHI will periodically review its own compliance
with this disclosure requirement to the extent applicable.
14
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
General. The Partnership, its partners, certain members of the former
Executive Committee of the Partnership, Funding, TCHI and certain of their
employees are involved in various legal proceedings. Such persons and entities
are vigorously defending the allegations against them and intend to contest
vigorously any future proceedings. The Partnership, Funding and TCHI have agreed
to indemnify such persons against any and all losses, claims, damages, expenses
(including reasonable costs, disbursements and counsel fees) and liabilities
(including amounts paid or incurred in satisfaction of settlements, judgments,
fines and penalties) incurred by them in said legal proceedings.
Other Litigation. On March 13, 1997, THCR filed a lawsuit in the
United States District Court, District of New Jersey, against Mirage, the State
of New Jersey ("State"), the New Jersey Department of Transportation ("NJDOT"),
the South Jersey Transportation Authority ("SJTA"), the Casino Reinvestment
Development Authority (the "CRDA"), the New Jersey Transportation Trust Fund
Authority and others. THCR was seeking declaratory and injunctive relief to
recognize and prevent violations by the defendants of the casino clause of the
laws relating to proposed infrastructure improvements in the Atlantic City
marine area. While this action was pending, defendants State and CRDA then filed
an action in the New Jersey State Court seeking a declaratory judgment as to the
claim relating to the casino clause of the New Jersey State Constitution. On May
1, 1997, the United States District Court dismissed the federal claims and ruled
that the State constitutional claims should be pursued in State Court. On April
2, 1998, the United States Court of Appeals for the Third Circuit affirmed the
dismissal and THCR's petition to the Third Circuit for a rehearing was denied.
On May 14, 1997 the State Court granted judgment in favor of the State and the
CRDA. On March 20, 1998, the Appellate Division affirmed. The State Supreme
Court affirmed on August 22, 1999, with two justices dissenting.
On June 26, 1997, THCR filed an action against NJDOT, SJTA, Mirage and
others, in the Superior Court of New Jersey, Chancery Division, Atlantic County
(the"Chancery Division Action"). THCR is seeking to declare unlawful and enjoin
certain actions and omissions of the defendants arising out of and relating to a
certain Road Development Agreement dated as of January 10, 1997, by and among
NJDOT, SJTA and Mirage (the "Road Development Agreement") and the public funding
of a certain road and tunnel project to be constructed in Atlantic City, as
further described in the Road Development Agreement. THCR moved to consolidate
this action with other previously filed related actions. Defendants opposed
THCR's motion to consolidate the Chancery Division Action, initially moved to
dismiss this action on procedural grounds and subsequently moved to dismiss this
action on substantive grounds. On October 20, 1997, the Chancery Court denied
the defendants' motion to dismiss this action on procedural grounds, but entered
summary judgment dismissing this action on substantive grounds. This decision
has been appealed. On June 26, 1997, THCR also filed an action in lieu of
prerogative writs against the CRDA in the Superior Court of New Jersey, Law
Division, Atlantic County, seeking review of the CRDA's April 15, 1997 approval
of funding ($120 million principal amount plus interest) for the road and tunnel
project discussed above, a declaratory judgment that the said project is not
eligible for such CRDA funding, and an injunction prohibiting the CRDA from
contributing such funding to that said project. Defendants moved to dismiss this
action on procedural grounds and also sought to transfer this action to New
Jersey's Appellate Division. On October 3, 1997, this action was so transferred.
On June 9, 1999, the Appellate Division issued an opinion affirming the trial
court's ruling in the Chancery Division Action and ruling in favor of the CRDA
in the Law Division Action. On July 14, 1999, THCR filed a Petition for
Certification in the New Jersey Supreme Court seeking review of the Appellate
Division's decision as to both actions, where it is currently pending.
Steiner Action. On or about July 30, 1999, William K. Steiner, a
stockholder of THCR, filed a derivative action in the Court of Chancery in
Delaware (Civil Action No. 17336NC) against each member of the Board of
Directors of THCR. The plaintiff claims that the directors of THCR breached
their fiduciary duties by approving certain loans from THCR to Trump. The
complaint seeks to rescind the loans, and also seeks an order requiring the
defendants to account to THCR for losses and damages allegedly resulting from
the loans. The defendants have not yet responded to the complaint, but intend to
defend vigorously the allegations against them.
15
<PAGE>
PART II - OTHER INFORMATION - (Continued)
Various other legal proceedings are now pending against the
Partnership. The Partnership considers all such proceedings to be ordinary
litigation incident to the character of its business. Management believes that
the resolution of these claims will not, individually or in the aggregate, have
a material adverse effect on the financial condition or results of operations of
the Partnership.
From time to time, the Partnership may be involved in routine
administrative proceedings involving alleged violations of certain provisions of
the New Jersey Casino Control Act. However, the Partnership believes that the
final outcome of these proceedings will not, either individually or in the
aggregate, have a material adverse effect on the Partnership or on its ability
to otherwise retain or renew any casino or other licenses required under the New
Jersey Casino Control Act for the operation of Trump Marina.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
Exhibit No. Description of Exhibit
----------- ----------------------
27.1 Financial Data Schedule of Trump's Castle Hotel & Casino, Inc.
27.2 Financial Data Schedule of Trump's Castle Funding, Inc.
27.3 Financial Data Schedule of Trump's Castle Associates, L.P.
b. Current Reports on Form 8-K:
None.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRUMP'S CASTLE HOTEL & CASINO, INC.
(Registrant)
Date: August 13, 1999
By: /s/ Nicholas L. Ribis
----------------------------------
Nicholas L. Ribis
President and Chief Executive Officer
(Duly Authorized Officer and
Principal Financial Officer)
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRUMP'S CASTLE FUNDING, INC.
(Registrant)
Date: August 13, 1999
By: /s/ Nicholas L. Ribis
----------------------------------
Nicholas L. Ribis
President and Chief Executive Officer
(Duly Authorized Officer and
Principal Financial Officer)
18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRUMP'S CASTLE ASSOCIATES, L.P.
(Registrant)
By: Trump's Castle Hotel & Casino, Inc.
its general partner
Date: August 13, 1999
By: /s/ Nicholas L. Ribis
--------------------------------
Nicholas L. Ribis
President and Chief Executive Officer
(Duly Authorized Officer and
Principal Financial Officer)
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM TRUMP'S CASTLE HOTEL &
CASINO, INC. THIS DATA HAS BEEN EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS
AND CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS
ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001063882
<NAME> TRUMP'S CASTLE HOTEL & CASINO, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> APR-01-1999 JAN-01-1999
<PERIOD-END> JUN-30-1999 JUN-30-1999
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 5,000 5,000
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 5,000 5,000
<SALES> 0 0
<TOTAL-REVENUES> 128 256
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 128 256
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 0 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM TRUMP'S CASTLE
FUNDING, INC. THIS DATA HAS BEEN EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS
AND CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS
ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000770618
<NAME> TRUMP'S CASTLE FUNDING, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> APR-01-1999 JAN-01-1999
<PERIOD-END> JUN-30-1999 JUN-30-1999
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 371,565 371,565
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 371,565 371,565
<SALES> 0 0
<TOTAL-REVENUES> 13,118 26,094
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 13,118 26,094
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 0 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM TRUMP'S CASTLE
ASSOCIATES, L.P. THIS DATA HAS BEEN EXTRACTED FROM THE CONSOLIDATED BALANCE
SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTH
PERIODS ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000911534
<NAME> TRUMP'S CASTLE ASSOCIATES, L.P.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> APR-01-1999 JAN-01-1999
<PERIOD-END> JUN-30-1999 JUN-30-1999
<CASH> 17,699 17,699
<SECURITIES> 0 0
<RECEIVABLES> 12,597<F1> 12,597<F1>
<ALLOWANCES> 0 0
<INVENTORY> 3,113 3,113
<CURRENT-ASSETS> 35,963 35,963
<PP&E> 528,379 528,379
<DEPRECIATION> 45,852 45,852
<TOTAL-ASSETS> 534,433 534,433
<CURRENT-LIABILITIES> 56,835 56,835
<BONDS> 376,860 376,860
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 534,433 534,433
<SALES> 0 0
<TOTAL-REVENUES> 75,718 140,204
<CGS> 0 0
<TOTAL-COSTS> 62,305 118,259
<OTHER-EXPENSES> 4,276<F2> 8,526<F2>
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 13,293 26,731
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,983) (12,920)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
<FN>
<F1>ASSET VALUES REPRESENT NET AMOUNTS.
<F2>REPRESENTS DEPRECIATION AND AMORTIZATION EXPENSES.
</FN>
</TABLE>
