10-K 1 ter1231201010k.htm FORM 10-K WebFilings | EDGAR view
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2010
or
o 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 1-13794
TRUMP ENTERTAINMENT RESORTS, INC.
(Exact name of Registrant as Specified in Its Charter)
__________________________________________________________________________
 
Delaware
  
  
13-3818402
(State or other jurisdiction of
incorporation or organization)
  
  
(I.R.S. Employer
Identification No.)
 
 
 
 
1000 Boardwalk at Virginia Avenue
Atlantic City, New Jersey
 
 
08401
(Address of Principal Executive Offices)
 
 
(Zip Code)
 
Registrant's telephone number, including area code: (609) 449-5534
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
 
 
Common Stock, par value $0.001 per share
 
__________________________________________________________________________
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o    No  x   
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  o    No  x   
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  o    No  o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x   
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer
o
  
Accelerated filer
o
 
 
 
 
 
Non-Accelerated filer
o
  
Smaller reporting company
x
(Do not check if a smaller reporting company)
 
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  x    No  o
 
The aggregate market value of the registrant's common stock held by non-affiliates as of June 30, 2010, the last business day of the


registrant's most recently completed second fiscal quarter, was approximately $4,519,549. (NOTE: All such outstanding common stock was extinguished on July 16, 2010 pursuant to the Company's Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code. There is currently no established public trading market for the registrant's new common stock issued on July 16, 2010.)
 
As of March 30, 2011, there were 10,714,286 shares of new common stock of Trump Entertainment Resorts, Inc. outstanding.
 
 


TABLE OF CONTENTS
 
 
  
  
Page
PART I
 
 
 
 
Item 1.
  
 
 
 
 
Item 1A.
  
 
 
 
 
Item 1B.
  
 
 
 
 
Item 2.
  
 
 
 
 
Item 3.
  
 
 
 
 
Item 4.
  
 
 
 
 
PART II
 
 
 
 
Item 5.
  
 
 
 
 
Item 6.
  
 
 
 
 
Item 7.
  
 
 
 
 
Item 7A.
  
 
 
 
 
Item 8.
  
 
 
 
 
Item 9.
  
 
 
 
 
Item 9A.
  
 
 
 
 
Item 9B.
  
 
 
 
 
PART III
 
 
 
 
Item 10.
  
 
 
 
 
Item 11.
  
 
 
 
 
Item 12.
  
 
 
 
 
Item 13.
  
 
 
 
 
Item 14.
  
 
 
 
 
PART IV
 
 
 
 
Item 15.
  
 
 

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PART I
 
Item 1.    Business
 
In this Report, “TER” means Trump Entertainment Resorts, Inc., a Delaware corporation originally incorporated in 1995. The words “Company,” “we,” “us,” “our” and similar terms collectively refer to TER and its subsidiaries, including, but not limited to, Trump Entertainment Resorts Holdings, L.P., a Delaware limited partnership of which TER is the sole general partner and an indirect limited partner (“TER Holdings”).
 
On July 16, 2010 (the “Effective Date”), we emerged from reorganization proceedings voluntarily commenced by TER and certain of its subsidiaries (the “Debtors”) on February 19, 2009 under chapter 11 of the United States Bankruptcy Code. On the Effective Date, all material conditions of our plan of reorganization (the “Plan”) were satisfied and we were recapitalized. Our indebtedness and debt service requirements were substantially reduced. For a more comprehensive overview of the Plan, see “Emergence from Bankruptcy” below.
 
The Company
 
General. We own and operate three casino hotel properties in Atlantic City, New Jersey: Trump Taj Mahal Casino Resort (“Trump Taj Mahal”); Trump Plaza Hotel and Casino (“Trump Plaza”); and Trump Marina Hotel Casino (“Trump Marina”).
 
The following is a summary of our casino properties at December 31, 2010:
 
Casino Property
 
2010 Net
Revenues
(000s)
 
Number of
Rooms/
Suites
 
Approximate
Number of
Gaming Tables
 
Approximate
Number of
Slot Machines
Trump Taj Mahal
 
$
397,472
 
 
2010
 
 
199
 
 
2,809
 
Trump Plaza
 
172,969
 
 
906
 
 
70
 
 
1,708
 
Trump Marina
 
140,129
 
 
728
 
 
69
 
 
1,745
 
Total
 
$
710,570
 
 
3,644
 
 
338
 
 
6,262
 
 
Pending Sale of Trump Marina. On February 11, 2011, the Company and its subsidiary, Trump Marina Associates, LLC, entered into an Asset Purchase Agreement dated as of February 11, 2011 (the “Asset Purchase Agreement”) with Landry's A/C Gaming, Inc. (“Landry's A/C”) and its affiliate Landry's Restaurants, Inc. (“Landry's"). Pursuant to the Asset Purchase Agreement, at the closing, Landry's A/C will acquire substantially all of the assets of, and will assume certain liabilities related to the business conducted at Trump Marina. The aggregate purchase price payable for Trump Marina by Landry's A/C is $38 million, subject to a working capital adjustment at closing as provided in the Asset Purchase Agreement. Certain obligations of Landry's A/C are guaranteed by Landry's. The closing of the transaction is subject to the satisfaction of certain conditions, including receipt of approvals from New Jersey regulatory authorities and other customary closing conditions. We currently expect the transaction to be consummated during the second quarter of 2011, but there can be no assurance as to when, or if, the transaction for the sale of Trump Marina will be consummated. In the event the closing does not occur, our recourse may be limited to the $5 million deposit currently held in escrow.
 
Investor Information
 
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, we file periodic reports and other information with the Securities and Exchange Commission (the “SEC”). Such reports and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other issuers that file electronically.
 
Our website address is http://www.trumpcasinos.com. We make available, without charge, through our website, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such reports are filed with or furnished to the SEC. References in this document to our website are not and should not be considered part of this Report, and the information on our website is not incorporated by reference in this Report.
 
Our Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics for Principal Officers and Directors,

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and the charters of our Audit Committee, Compensation Committee and Corporate Governance, Nominating and Regulatory Committee, are available free of charge on our website under the “Corporate Governance” section in the “Investor Relations” section.
 
In addition, we may use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Any such disclosures will be included on our website in the “Investor Relations” sections. Accordingly, investors should monitor such portions of our website, in addition to following our press releases, SEC filings and any public conference calls and webcasts.
 
The certifications of our Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 about the disclosures contained in this Report are attached hereto and are available on our website.
 
Business and Marketing Strategy
 
As discussed below under “Emergence from Bankruptcy,” on July 16, 2010 (the “Consummation Date”) we emerged from bankruptcy and a new Board of Directors of the Company was appointed pursuant to the Plan of Reorganization (defined below), effective as of the Consummation Date. In September 2010, the Board of Directors selected a new chief executive officer, Robert F. Griffin, an experienced gaming executive, who joined us in November 2010. Since September 2010, we have also hired a new chief financial officer and various other members of senior management. We believe that the background and experience of our new management team will provide the foundation for a more focused business strategy, which is presently being developed and refined by the Company.
 
Since 2008, the Atlantic City destination gaming market has been substantially impacted by the national economic downturn and increasing competition in neighboring states. We pursued the following initiatives to cope with this difficult economic period, which has been marked by poor consumer confidence and the extremely competitive environment in which we are operating.
 
•    
Facility innovation: Over the past several years, we completed a re-theming and expansion capital program which involved various improvements at our facilities, including the construction of the 782-room Chairman Tower at Trump Taj Mahal, the renovation of all hotel rooms at each of our three properties and the re-theming of our gaming floors at Trump Taj Mahal and Trump Plaza. We are currently in the process of installing newer and more sophisticated slot product at Trump Taj Mahal and Trump Plaza to maintain the excitement of our casino floors.
 
•    
Revenue and yield management: We continue to emphasize leveraging our hotel facilities and managing the mix of cash and complimentary customers to yield the most profit from our overnight guests.
 
•    
Cost containment: During late 2010, we began to take the necessary actions to reduce our operational expenses including staffing reductions and other cost-cutting measures, in order to realign our operations to appropriately function within current business volumes during the current economic and competitive conditions. These actions have resulted in significant cost savings at both the property and corporate levels.
 
•    
Marketing: The cornerstone of our marketing program is our customer loyalty program, TrumpONE. TrumpONE allows us to unite our properties in an effort to attract and retain customers through increased offerings in our rewards program and available amenities. TrumpONE allows guests to earn Tier Points and Comp Dollars and redeem those credits at each of our properties for complimentary items and other benefits. TrumpONE substantially increases the range of options available to our guests, while also allowing for more effective consumer marketing efforts. Our combined direct marketing, advertising and public relations functions allow us to effectively market our properties as a unified enterprise and target our efforts and marketing expenditures in areas and on customer segments which we believe will help capture our fair share of the market and generate the highest return.
 
•    
Customer service: We believe that providing a memorable, positive experience for our customers is a fundamental necessity of our business. We continuously monitor our customer service and satisfaction levels through various initiatives to ensure that we are providing our customers with a superior hospitality experience.
 
Casino Properties
 
Trump Taj Mahal Casino Resort. Trump Taj Mahal, located on the northern end of Atlantic City’s boardwalk (the “Boardwalk”), is located on 39.4 acres and features the 782-room Chairman Tower which includes 66 suites and 8 penthouse suites and the original 1,228-room hotel tower, which includes 243 suites and 7 penthouse suites. Trump Taj Mahal also

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features 16 dining locations, including Il Mulino New York, 5 cocktail lounges, and approximately 143,000 square feet of ballroom, meeting room and pre-function area space. The property also features approximately 162,000 square feet of gaming space that includes approximately 199 table games (including poker tables), approximately 2,809 slot machines, a high-end gaming salon, an approximately 12,500 square-foot Poker, Keno and Race Simulcasting room and an Asian-themed table game area offering popular Asian table games. Trump Taj Mahal also features the following: an approximately 20,000 square foot multi-purpose entertainment complex known as the “Xanadu Theater,” with seating capacity for up to approximately 1,200 people, which can be used as a theater, concert hall, boxing arena or exhibition hall; the Casbah nightclub; the Mark G. Etess Arena, featuring approximately 63,000 square feet of exhibition and entertainment space which can accommodate over 5,000 people; and a health club, spa and fitness center with an indoor pool. Trump Taj Mahal also has a parking garage for approximately 6,750 cars, a 6 bay bus terminal and a roof-top helipad.
 
Trump Plaza Hotel and Casino. Trump Plaza is located at the center of the Boardwalk at the end of the Atlantic City Expressway (the main highway into the city) covering 10.9 acres with direct access to Boardwalk Hall (an entertainment and sporting venue owned and operated by the New Jersey Sports and Exposition Authority that can accommodate up to approximately 13,000 people). Trump Plaza features approximately 906 hotel rooms, including 140 suites, approximately 87,000 square feet of casino space with approximately 1,708 slot machines and approximately 70 table games. Amenities include approximately 18,000 square feet of conference space, an approximately 750-seat cabaret theater, two cocktail lounges, eleven dining locations, a players’ club, health spa, an indoor pool, a seasonal beach bar and restaurant and retail outlets. Trump Plaza’s parking garage can accommodate 13 buses and approximately 2,700 cars.
 
Trump Marina Hotel Casino. Trump Marina covers approximately 14 acres in Atlantic City’s marina district, overlooks the Senator Frank S. Farley State Marina and features a 27-story hotel with 728 guest rooms, including 157 suites, 97 of which are luxury suites. The casino offers approximately 79,000 square feet of gaming space, approximately 1,745 slot machines, approximately 69 table games and approximately 30,500 square feet of convention, ballroom and meeting space. Trump Marina also features an approximately 500-seat cabaret-style theater, a nightclub, a seasonal deck featuring dining and entertainment, four retail outlets, 8 dining locations, a cocktail lounge, players, club and a recreation deck with a health spa, outdoor pool, tennis courts, basketball courts, jogging track and a pool side snack bar. To facilitate access to the property, Trump Marina has a nine-story parking garage capable of accommodating approximately 3,000 cars. Trump Marina also has an 11 bay bus terminal and a roof-top helipad.
 
As noted above, we have agreed to sell Trump Marina to an affiliate of Landry's, which will acquire substantially all of the assets of, and assume certain liabilities related to, the business conducted at Trump Marina for an aggregate purchase price of $38 million, subject to a working capital adjustment at closing as provided in the Asset Purchase Agreement. The closing of the transaction is subject to the satisfaction of certain conditions, including receipt of approvals from New Jersey regulatory authorities and other customary closing conditions. We currently expect the transaction to be consummated during the second quarter of 2011, but there can be no assurance as to when, or if, the transaction for the sale of Trump Marina will be consummated. In connection with the sale of Trump Marina, we entered into a transitional services agreement pursuant to which we agreed to facilitate Landry's purchase of Trump Marina and to provide certain services relating to information technology for the benefit of Landry's for a period of up to one year following consummation of the sale. We will be reimbursed for our costs of providing such services.
 
Competition
 
Atlantic City Market. The Atlantic City market primarily serves the New York-Philadelphia-Baltimore-Washington, D.C. corridor with nearly 30 million adults living within a three-hour driving radius. The Atlantic City market is the second largest gaming market in the United States, after Las Vegas. In 2010, the casinos in the Atlantic City market generated $3.6 billion in casino revenue. Our three casinos combined represent approximately 20% of the gaming positions and hotel rooms in the Atlantic City market and generate approximately 20% of the market gaming revenue.
 
Competition in Atlantic City is intense and continues to increase. Currently, the 11 casino hotels located in Atlantic City, including our three properties, compete with each other on the basis of customer service, quality and extent of amenities and promotional offers. For this reason, we and our competitors require substantial capital expenditures to compete effectively. Certain of our existing competitors in Atlantic City have recently completed significant room expansion projects and added other new amenities to their facilities. In 2009, we completed the construction of the Chairman Tower, a 782-room hotel tower at the Taj Mahal, to remain competitive with these facilities. In 2010, we announced that the famous White House Sub Shop would open its first store outside of its original location on the Taj Mahal's Spice Road in early 2011.
 
Revel Entertainment Group (“Revel”) recently announced that it had secured the necessary financing to continue development on its casino resort located on a 20-acre, oceanfront site next to the Showboat Casino Hotel. Revel currently

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expects to complete construction and commence operations in the summer of 2012.
 
Assuming we consummate our pending sale of the Trump Marina to Landry's Restaurants, Inc., we will also be in competition with Landry's, the operator of two Golden Nugget Casinos in Nevada. We understand that, following a transition period during which Landry's will continue to operate the property as “Trump Marina,” Landry's intends to rename the property as the “Atlantic City Golden Nugget.”
 
In January 2011, New Jersey Governor Chris Christie signed into law a bill which established alternative methods of casino licensure in Atlantic City. The bill is known as the “boutique” casino bill because it permits the construction of casino hotels smaller than the previously mandated 500-room minimum. Under the bill, the New Jersey Casino Control Commission (the "CCC") could issue two additional casino licenses: a small-scale casino facility license and a staged casino license. The small-scale casino facility must have at least 200 hotel rooms and can have up to 24,000 square feet of gaming space, except that it can have an additional 10,000 square feet of gaming space if it develops 40,000 square feet of special amenities as part of the facility. The staged casino facility must have at least 200 rooms and can have up to 34,000 square feet of gaming space, which can be increased by 10,000 square feet if the facility includes 40,000 square feet of special amenities. Within two years of licensure, the staged casino licensee has to begin expansion to 500 rooms and complete such expansion within five years. In connection with the room expansion, under certain conditions, the staged casino licensee is permitted to increase the gaming space to up to 54,000 square feet.
 
We believe that there are several sites on the Boardwalk, in the marina district and possibly at Bader Field, a former airport located in Atlantic City, if that area is zoned for gaming, where other casino hotels could be built in the future. Additionally, various applications for casino licenses have been filed and announcements with respect thereto have been made from time to time in these areas. Future developments and expansions could have a material adverse effect on our business and operations.
 
We cannot ascertain at this time the effects that any new projects could have on the Atlantic City gaming market. However, the added strength of these competitors and resulting economies-of-scale could diminish our market share in the market in which we compete.
 
Pennsylvania. In July 2004, the Pennsylvania legislature enacted the Race Horse Development and Gaming Act which authorizes the Pennsylvania Gaming Control Board to permit a total of up to 61,000 slot machines in up to fourteen different licensed locations in Pennsylvania, seven at racetracks (each with up to 5,000 slot machines), five at casino facilities (two in Philadelphia, one in Pittsburgh and two elsewhere, each with up to 5,000 slot machines) and two at established resorts (each with up to 500 slot machines). Three of the racetrack sites, Pocono Downs, Parx Casino and Chester Downs and two casinos, one in Philadelphia and one in Bethlehem, are located in our market area. Slot machine operations have been operational since late 2006 at the racetracks and since May 2009 at the facility in Bethlehem. Sugarhouse, one of the Philadelphia locations commenced operations in September 2010. In late 2010, the Pennsylvania Gaming Control Board revoked the license of the other Philadelphia facility due to the incomplete submission of a financing plan and failure to meet certain conditions. That decision is on appeal.
 
In January 2010, table game legislation was signed into Pennsylvania law which allows up to 250 table games at each of the twelve larger authorized casinos and up to 50 table games at each of the remaining two smaller authorized casinos. Pennsylvania table games became operational during July 2010.
 
As of February 2011, the Philadelphia area locations were operating approximately 13,500 slot machines and 500 table games. Competition from the Pennsylvania area casinos that are currently operational has adversely impacted Atlantic City casinos, including our casinos. We believe that the potential opening of additional casinos could further adversely impact Atlantic City casinos, including our casinos.
 
New York. Pursuant to legislation enacted in 2001, the Division of the Lottery of the State of New York is authorized to permit the installation of video lottery terminals (“VLTs”) at various horse racing facilities in New York. As of early 2011, there were eight racetracks operating throughout New York State with a total of approximately 12,500 VLTs. During August 2010, New York Lottery officials announced that they had accepted Genting New York LLC's bid to develop a casino at Aqueduct Racetrack in Queens, New York. Genting New York expects to commence operations in late summer of 2011 with 2,500 VLTs with an increase to 4,525 VLTs by the end of 2011. Additionally, at various times there have been discussions about allowing VLTs at the Belmont racetrack. The Aqueduct and Belmont racetrack locations are less than fifteen miles from Manhattan.
 
The 2001 legislation also authorized the Governor of New York to negotiate compacts authorizing the operation of up to six Native American casino facilities. Native American casino facilities typically have a significant operating advantage over our casinos due to lower gaming taxes, allowing those facilities to market more aggressively and to expand or update their

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facilities at an accelerated rate. Competing Native American facilities, therefore, could continue to further adversely impact Atlantic City casinos, including our casinos.
 
Meadowlands Racino. In April 2004, the Atlantic City casinos executed an agreement with the New Jersey Sports and Exposition Authority (“NJSEA”) which owns and operates two of the four New Jersey horse race tracks, including the Meadowlands race track. The agreement provided that payments made by the casinos to the NJSEA in each of 2004 through 2008 in order to subsidize horse racing would serve as consideration for a moratorium on the conduct of casino gaming, including VLTs at any New Jersey race track until January 2009.
 
In August 2008, the Atlantic City casinos executed a new agreement with the NJSEA (the “2008 NJSEA Subsidy Agreement”). The 2008 NJSEA Subsidy Agreement provides that substantial annual payments made by the casinos to the NJSEA in 2008 through 2011 in order to subsidize horse racing would establish a moratorium on the conduct of casino gaming, including VLTs at any New Jersey race track until December 31, 2011.
 
Maryland. In November 2008, Maryland voters passed a referendum to allow up to 15,000 slot machines at five locations across that state. In January 2011, it was announced that Maryland was planning to consider a proposal to legalize full table games at the slot machine locations. If approved by lawmakers, the issue would be referred to the ballot in 2012. During 2010, two of the slot facilities became operational and were operating approximately 2,300 slot machines. Customers from the Baltimore-Washington D.C. area are not a significant contributor to our revenues currently; however, we believe additional competition in the Northeastern United States could have an adverse effect on our business.
 
Delaware. We compete with Delaware primarily for gaming customers from the Southern New Jersey, Southern Pennsylvania and Delaware regions. During January 2010, a bill was signed into law that allows table games at each of the three Delaware casinos. Table game operations commenced during June 2010. As of early 2011, approximately 7,600 slot machines and 160 table games were operational at the three Delaware casinos. We believe the introduction of table games in Delaware has had an adverse effect on our business.
 
Native American Tribes. Our properties also face considerable competition from casino facilities operated by federally recognized Native American tribes, such as Foxwoods Resort Casino in Ledyard, Connecticut and Mohegan Sun Casino Resort in Uncasville, Connecticut. Pursuant to the Indian Gaming Regulatory Act (the “IGRA”), which was passed by Congress in 1988, any state that permits casino-style gaming, even if only for limited charity purposes, is required to negotiate gaming compacts with federally recognized Native American tribes. Under the IGRA, Native American tribes enjoy comparative freedom from regulation and taxation of gaming operations, which provides them with an advantage over their competitors, including our properties.
 
In addition, Native American nations have sought or are seeking federal recognition, land and gaming compacts in New York, Pennsylvania, Connecticut and other states near Atlantic City. If successful, additional casinos built in or near this portion of the United States could have a material adverse effect on the business and operations of our properties.
 
There could be further competition in our markets as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes. We expect each market in which we participate, both current and prospective, to be highly competitive.
 
Regulatory and Licensing
 
Gaming Regulation. The gaming industry is highly regulated, and we must maintain our casino licenses and pay gaming taxes to continue our gaming operations. Each of our casinos is subject to extensive regulation under the statutes and regulations of the State of New Jersey. During June 2007, the CCC renewed our licenses to operate Trump Taj Mahal, Trump Plaza and Trump Marina until June 2012. These statutes and regulations generally concern the financial stability of the casino licensee, the good character of the owners, managers and employees and of other persons with financial interests in the gaming operations (including those with certain ownership levels of a casino licensee’s securities) and the procedures and controls which govern those gaming operations. A more detailed description of New Jersey laws and regulations to which we are subject is contained in Exhibit 99.1 to this Report and is incorporated by reference herein. Gaming operations that we may undertake in the future in other jurisdictions will also subject us and such operations to regulations by such other jurisdictions.
 
In February 2011, in an effort to stimulate New Jersey's casino and tourism industries and to revamp the regulatory landscape for gaming in Atlantic City, three new laws were enacted in the State of New Jersey.
•    
Bill S-11. The New Jersey Legislature created the Atlantic City Tourism District (“Tourism District”) to allow the state

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greater authority to promote tourism in Atlantic City. This new district is to be administered and managed by the Casino Reinvestment Development Authority (the “CRDA”), which was granted expanded powers and responsibilities under Bill S-11.
Bill S-11 (i) authorizes the CRDA to promote private investment in the development of the boardwalk area, the Marina District and the development within the Tourism District of non-gaming family-oriented entertainment, (ii) vests the CRDA with the authority to determine, by resolution, the precise boundaries of the Tourism District, (iii) requires the CRDA to enter into a public-private partnership with a nonprofit corporation comprising a majority of the casino licensees whose investors have invested a minimum of $1 billion in Atlantic City, which will undertake a five-year marketing program, (iv) establishes a structure for law enforcement in the Tourism District, and (v) establishes a complicated mechanism for the augmentation of horse-racing purses, to be funded for three years by the reduction in fees paid by the casinos, pursuant to revisions to the law concerning regulation of the casino industry.
•    
Bill S-12. This bill fundamentally redesigns the state's regulatory system over casinos and persons doing business with the gaming industry and substantially amends the state's Casino Control Act. Bill S-12 also significantly alters the authority of the CCC and the Division of Gaming Enforcement.
•    
Bill S-1866. This bill established alternative methods of casino licensure in Atlantic City. This bill is known as the “boutique” casino bill because it permits the construction of casino-hotels smaller than the previous statutorily mandated 500-room minimum.
In addition to this new legislation which has taken effect in 2011, in January 2011, both houses of the New Jersey Legislature passed Bill S-490, which would have permitted New Jersey casino licensees to offer Internet wagering to New Jersey residents. Initially, as passed by the state Senate, the bill provided that New Jersey casino licensees could accept Internet wagers from residents of New Jersey and from patrons outside of the United States. The General Assembly, however, amended this bill to remove the provision allowing wagers from outside the United States, and the Senate concurred with this amendment, thereby limiting the customer pool to New Jersey residents. New Jersey Governor Christopher Christie vetoed this bill on March 3, 2011.
 
Other Regulation. In addition to gaming regulations, our business is subject to various other federal, state and local laws and regulations, including but not limited to, restrictions and conditions concerning taxation, treasury regulations, building code and land use requirements, environmental matters and local licenses and permits.
 
United States Department of Treasury (“DOT”) and Financial Crimes Enforcement Network regulations require casinos to report currency transactions involving more than $10,000 per patron per gaming day. Such regulations further require casinos to report certain gaming patron transactions involving suspicious activity. We have established internal control procedures which we believe comply with these DOT regulations, including: (i) computer exception reporting; (ii) review of currency and suspicious activity transactions and reporting by committees comprised of casino operations, marketing and administration executives; (iii) internal audit testing of DOT regulation compliance; (iv) training employees to comply with DOT regulations; and (v) a disciplinary program for employee violations.
 
Pursuant to the provisions of the New Jersey Casino Control Act, we must either obtain investment tax credits in an amount equivalent to 1.25% of our gross casino revenues, as defined in the New Jersey Casino Control Act, or pay an alternative tax of 2.5% of our gross casino revenues. Investment tax credits may be obtained by making approved qualified investments, or by depositing funds which may be converted to bonds by the CRDA. Certain of our subsidiaries are required to make quarterly deposits with the CRDA to satisfy their investment obligations.
 
We believe that all required licenses, permits and other approvals necessary to conduct our business have been obtained for our operations in the State of New Jersey and elsewhere. Material changes in these laws or regulations or in the interpretation of the same by courts or administrative agencies could adversely affect our company, including its operating results.
 
Smoking Ban. On January 9, 2006, the New Jersey Legislature adopted the New Jersey Smoke-Free Air Act, which was effective on April 15, 2006. The law prohibits the smoking of tobacco in structurally enclosed indoor public places and workplaces in New Jersey, including licensed casino hotels. The law permits smoking within the perimeter of casino and casino simulcasting areas, and permits 20% of hotel guest rooms to be designated as smoking rooms.
 
On April 15, 2007, an ordinance in Atlantic City became effective which extended smoking restrictions under the New Jersey Smoke-Free Air Act. This ordinance mandated that casinos restrict smoking to designated areas of up to 25% of the casino floor. During April 2008, Atlantic City’s City Council unanimously approved an amendment to the ordinance, banning

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smoking entirely on all casino gaming floors and casino simulcasting areas, but allowing smoking in separately exhausted, non-gaming, smoking lounges. The amendment to the ordinance became effective on October 15, 2008, however, on October 27, 2008, Atlantic City’s City Council voted to postpone the full smoking ban for at least one year due to, among other things, the weakened economy and increased competition in adjoining states. The postponement of the full smoking ban became effective on November 16, 2008. In December 2009, Atlantic City’s City Council announced that it would not consider a full smoking ban in casinos until at least the end of 2011.
 
We believe that these bans on smoking within indoor public places and for casino and casino simulcasting areas have adversely affected the Atlantic City casinos, including our casinos.
 
In addition, bills are pending in the New Jersey Senate and Assembly which, if enacted, would repeal the gaming area exemption from the smoking ban provided for in the New Jersey Smoke-Free Air Act. This proposed ban on smoking in the casino and casino simulcasting areas could adversely affect the Atlantic City casinos, including our casinos.
 
CAFRA Agreement. Trump Taj Mahal received a permit under the Coastal Area Facilities Review Act (“CAFRA”) (which is included as a condition of the Trump Taj Mahal’s casino license) that initially required Trump Taj Mahal to begin construction of certain improvements on the Steel Pier by October 1992, which improvements were to be completed within 18 months of the commencement of construction. Trump Taj Mahal initially proposed a concept to improve the Steel Pier, the estimated cost of which was $30 million. Such concept was approved by the New Jersey Department of Environmental Protection, the agency which administers CAFRA. In March 1993, Taj Associates obtained a modification of its CAFRA permit providing for an extension of the required commencement and completion dates of the improvements to the Steel Pier for one year, which has been renewed annually, based upon an interim use of the Steel Pier as an amusement park. The pier sublease, pursuant to which Trump Taj Mahal leases the Steel Pier to an amusement park operator, terminates on December 31, 2016. The conditions of the CAFRA permit renewal thereafter are under discussion with the New Jersey Department of Environmental Protection.
 
Employees and Labor Relations
 
Number of Employees. The table below sets forth the approximate number of our full-time equivalent employees working at our properties as of December 31, 2010:
 
Property
  
Number of Full-Time
Equivalent Employees
Trump Taj Mahal
  
2,400
 
Trump Plaza
  
1,300
 
Trump Marina
  
1,100
 
Total
  
4,800
 
 

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Collective Bargaining Agreements. Certain of our casino hotel employees are subject to collective bargaining agreements, most of which are scheduled to expire during 2011. The following table summarizes the approximate number of our casino hotel employees subject to collective bargaining agreements and the effective dates and expiration dates of such agreements:
 
Union
 
Approximate Number of Employees Covered
 
Effective Date of Collective Bargaining Agreement
 
Expiration Date of Collective Bargaining Agreement
UNITE-HEREIU, Local 54
 
 
 
 
 
 
(Hotel Employees & Restaurant Employees International Union)
 
2,734
 
 
September 15, 2009
 
September 15, 2011
 
 
 
 
 
 
 
International Union of Operating Engineers, Local 68
 
165
 
 
May 1, 2006
 
April 30, 2011
 
 
 
 
 
 
 
United Brotherhood of Carpenters and Joiners of America, Local 623
 
57
 
 
May 1, 2006
 
April 30, 2011
 
 
 
 
 
 
 
International Union of Painters & Allied Trades, District Council 711
 
18
 
 
May 1, 2006
 
April 30, 2011
 
 
 
 
 
 
 
International Alliance of Theatrical Stage Employees, Local 917
 
25
 
 
July 1, 2006
 
June 30, 2011
 
 
 
 
 
 
 
International Brotherhood of Teamsters, Local 331
 
8
 
 
March 1, 2008
 
March 31, 2012
 
A certification election requesting representation by the United Auto Workers for dealers at Trump Plaza occurred on March 31, 2007. The majority of dealers elected to be represented by the United Auto Workers. Objections were filed by the Company contesting the outcome of the election. The objections are currently being considered by the U.S. Court of Appeals for The District of Columbia Circuit and the election results have yet to be certified. A certification election requesting representation by the United Auto Workers for dealers at Trump Marina was held on May 11, 2007. The majority of dealers elected not to be represented by the United Auto Workers. United Auto Workers filed objections to the election. On February 17, 2009, the National Labor Relations Board in Washington, D.C. ruled that another election should be held. On March 6, 2009, the Company filed a petition with the U.S. Court of Appeals for The District of Columbia Circuit for further review of the unfair labor practices. We are currently awaiting a decision from the District of Columbia Circuit Court.
 
We believe that we have established productive and professional relationships with all of our collective bargaining partners as well as our represented and unrepresented employees.
 
Licensing Requirements. Certain of our employees are required to be licensed by, or registered with, the CCC, depending upon the nature of their employment. Casino employees are subject to more stringent licensing requirements than non-casino employees, and are required to meet applicable standards pertaining to such matters as financial responsibility, good character, ability, casino training, experience and in-state residency. These regulations have resulted in significant competition for eligible employees.
 
Seasonality
 
Our cash flows from operating activities are seasonal in nature. Spring and summer are traditionally the peak seasons for our properties, with autumn and winter being non-peak seasons. Consequently, our operating results for the quarters ending in March and December are not historically as profitable as the quarters ending in June and September. Any excess cash flow achieved from operations during peak seasons is used to subsidize non-peak seasons. Performance in non-peak seasons is usually dependent on favorable weather and a long-weekend holiday calendar. In the event that we are unable to generate excess cash flows in one or more peak seasons, we may not be able to subsidize non-peak seasons, if necessary.
 
July 2010 Emergence from Bankruptcy
 
Chapter 11 Proceedings. On February 17, 2009 (the “Petition Date”), 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 title 11 of the United States Code (the “Bankruptcy Code”). These chapter 11 cases were 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”).
 
On August 3, 2009, the Debtors filed their initial joint chapter 11 plan of reorganization with the Bankruptcy Court (as

8


thereafter amended, the “Original Debtors' Plan”) and the Disclosure Statement relating thereto (the “Original Debtors' Disclosure Statement”). Following the termination of the Purchase Agreement, dated August 3, 2009 (as thereafter amended as of October 5, 2009), among TER, TER Holdings, BNAC, Inc. and Donald J. Trump (“Mr. Trump”) by Mr. Trump on November 16, 2009, and subsequent negotiations with their principal creditor constituencies, the Debtors decided to withdraw the Original Debtors' Plan. Further, the Debtors decided to endorse and become co-proponents of the plan of reorganization proposed by the ad hoc committee (the “Ad Hoc Committee”) of the holders of the Debtors' 8.5% Senior Secured Notes due 2015 (the “Senior Notes”) filed on August 11, 2009, and thereafter amended (the “AHC Plan”) and the Disclosure Statement relating thereto (the “AHC Disclosure Statement”) and entered into an Amended and Restated Noteholder Backstop Agreement dated as of December 11, 2009 with the members of the Ad Hoc Committee. On December 24, 2009, the Debtors and the Ad Hoc Committee filed with the Bankruptcy Court a revised AHC Plan and revised AHC Disclosure Statement (as thereafter amended on January 5, 2010, the “AHC/Debtors Plan” and “AHC/Debtors Disclosure Statement”, respectively), reflecting the Debtors' support of and co-proponent role with respect to such plan. A copy of the AHC/Debtors Disclosure Statement, as approved by the Bankruptcy Court, was attached as Exhibit 99.1 to the Company's Current Report on Form 8-K filed on December 28, 2009.
 
On May 7, 2010, the Company obtained Bankruptcy Court approval to enter into a $24 million secured debtor-in-possession facility (the “DIP Note Purchase Agreement”), by and among the Debtors, Wilmington Trust FSB, as administrative agent and collateral agent (the “DIP Agent”), and the note purchasers party to the DIP Note Purchase Agreement. The Company subsequently entered into the DIP Note Purchase Agreement on May 25, 2010, and advances in the amount of $10 million were made by the lenders thereunder on June 10, 2010.
 
The DIP Note Purchase Agreement contained various representations, warranties and covenants by the Debtors, including reporting requirements. The DIP Note Purchase Agreement provided for the payment of interest at a rate per annum equal to 10% payable on the earlier of the maturity date or the date on which an event of default occurred under the DIP Note Purchase Agreement.
 
On May 7, 2010, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Supplemental Modified Sixth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code Proposed by the Debtors and the Ad Hoc Committee of Holders of 8.5% Senior Secured Notes Due 2015, as filed with the Bankruptcy Court, in final form, on May 7, 2010 (the “Plan of Reorganization”). A copy of the Confirmation Order, with a copy of the Plan of Reorganization as confirmed attached thereto, was attached as Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q filed on May 12, 2010.
 
The Plan of Reorganization became effective on the Consummation Date, July 16, 2010, at which time the transactions contemplated by the Plan of Reorganization were consummated.
 
The following is a summary of the transactions that occurred pursuant to the Plan of Reorganization. This summary only highlights certain of the substantive provisions of the Plan of Reorganization and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan of Reorganization. This summary is qualified in its entirety by reference to the full text of the Plan of Reorganization.
 
Pursuant to the Plan of Reorganization, on the Consummation Date, the following occurred:
 
•    
TER Holdings, TER and certain subsidiaries of TER (the “Subsidiary Guarantors”), each as reorganized pursuant to the Plan of Reorganization, entered into an Amended and Restated Credit Agreement (as amended, the “Amended and Restated Credit Agreement”) with Beal Bank, SSB, as collateral agent and administrative agent, and Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund III LP (collectively, “Icahn Partners”), as initial lenders. The indebtedness under the Amended and Restated Credit Agreement represented term loans (collectively, the “Term Loans”), in the total principal amount, as of the Consummation Date, of approximately $356,375, of which, as of the Consummation Date, $334,000 comprised the Interest Bearing Component (as defined in the Amended and Restated Credit Agreement) and approximately $22,375 comprised the Non-Interest Component (as defined in the Amended and Restated Credit Agreement). A copy of the Amended and Restated Credit Agreement was attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 20, 2010;
 
•    
the Company entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) no later than 30 days after the Consummation Date, and to use its commercially reasonable efforts to cause to be declared effective by 60 days after the Consummation Date, a registration statement to register for resale the new common stock of the Company

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issued pursuant to the Plan of Reorganization and held by the Backstop Parties (as defined below) and other eligible holders of new common stock who elect to become parties thereto. In addition, pursuant to the Registration Rights Agreement, the Backstop Parties have piggyback registration rights and have agreed to certain limitations on their registration rights, including cutbacks and a holder standstill period. A copy of the Registration Rights Agreement was attached as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 20, 2010;
 
•    
the Company and TER Holdings entered into an amended and restated services agreement (the “Services Agreement”) with Mr. Trump and Ivanka Trump (“Ms. Trump” and, together with Mr. Trump, the “Trump Parties”), which amends, restates and supersedes the previous services agreement entered into among the Company, TER Holdings and Mr. Trump in 2005. A copy of the Services Agreement was attached as Exhibit 10.3 to the Company's Current Report on Form 8-K filed on July 20, 2010;
 
•    
TER Holdings, the Company, and certain of its subsidiaries (collectively, the “Licensee Entities”) entered into a Second Amended and Restated Trademark License Agreement with the Trump Parties (the “Trademark License Agreement”), which amends, restates and supersedes the previous trademark license agreement among the Company, TER Holdings and Mr. Trump and provides that the Trump Parties grant the Licensee Entities a royalty-free license to use certain trademarks, service marks, names, domain names and related intellectual property associated with the name “Trump” and the Trump Parties (the “Trump Parties Intellectual Property”) in connection with TER Holdings' casino and gaming activities relating to the Company's three existing casino properties in Atlantic City, New Jersey (Trump Taj Mahal, Trump Plaza and Trump Marina), subject to certain terms and conditions. The Trademark License Agreement shall be in effect from the Consummation Date until terminated pursuant to the terms of the Trademark License Agreement, including upon 30 days notice by TER Holdings, failure to use the Licensed Marks (as defined in the Trademark License Agreement) for 90 days, a sale of all of the casino properties, the use by the Licensee Entities of any of the Trump Parties Intellectual Property in a manner inconsistent with the Trademark License Agreement or certain other defaults by the Licensee Entities of the terms and provisions therein. A copy of the Trademark License Agreement was attached as Exhibit 10.4 to the Company's Current Report on Form 8-K filed on July 20, 2010;
 
•    
aggregate capital contributions of $225 million in new equity (in exchange for 7,500,000 shares of the Company's new common stock, or 70% of the Company's new common stock) were made pursuant to a rights offering to eligible holders of the Senior Notes and general unsecured claims (the “Rights Offering”), which was backstopped by members of the Ad Hoc Committee and/or their affiliates (the “Backstop Parties”) (who received 2,142,857 shares of the Company's new common stock, or 20% of the Company's new common stock, as a backstop fee in consideration for their agreement to provide such backstop commitment);
 
•    
the holders of claims under the $493.3 million pre-petition first lien credit facility (as amended, the "2007 Credit Agreement") entered into by the Company on December 21, 2007, received, in full and final satisfaction of their claims, (i) $125 million in cash from the proceeds of the Rights Offering and (ii) the new Term Loans in the total principal amount of approximately $356.4 million on terms approved by the Bankruptcy Court as set forth in the Amended and Restated Credit Agreement;
 
•    
the DIP Note Purchase Agreement was canceled. All outstanding obligations under the DIP Note Purchase Agreement, consisting of $10 million of principal and $0.1 million of accrued interest, together with fees and expenses, were repaid with proceeds from the Rights Offering;
 
•    
pursuant to the terms of a plan support agreement (the “DJT Settlement Agreement”) dated as of November 16, 2009, entered into among the Trump Parties, The Trump Organization, ACE Entertainment Holdings, Inc. and each of their respective affiliates or entities under the control, directly or indirectly, of the Trump Parties (collectively, the “DJT Parties”), and certain holders of Senior Notes, and in exchange for the waiver of certain claims held by the Trump Parties against the Debtors, and in consideration of the Trump Parties entering into the Trademark License Agreement and the Services Agreement with certain of the Debtors, the Company issued to Mr. Trump (i) 535,714 shares of the Company's new common stock (representing 5% of the Company's new common stock), along with warrants (the “DJT Warrants”) to purchase up to an additional 535,714 shares of the Company's new common stock (representing 5% of the Company's new common stock), at an exercise price of $123.74 per share, subject to certain anti-dilution provisions. The DJT Warrants expire five years from the Consummation Date. A copy of the DJT Warrants was attached as Exhibit 10.5 to the Company's Current Report on Form 8-K filed on July 20, 2010;
 
•    
the indebtedness evidenced by the Senior Notes and the indenture pursuant to which the Senior Notes were issued were canceled and a pro rata distribution of 535,714 shares of the Company's new common stock (representing 5%

10


of the Company's new common stock) was made to holders of Senior Notes;
 
•    
general unsecured creditors were to receive the lesser of (a) $0.0078 per dollar of the principal or face amount of allowed general unsecured claims or (b) such holder's pro rata share of $1.2 million;
 
•    
a cash distribution was made in an amount of $0.0012 per dollar of the principal or face amount of Senior Note claims or allowed general unsecured claims to those holders of Senior Notes (other than the Backstop Parties) and general unsecured creditors who were not eligible to participate in the Rights Offering or did not elect to subscribe for new common stock of the Company in the Rights Offering;
 
•    
there was no recovery for stockholders or any other holder of equity interests held prior to the Consummation Date, and all equity interests in the Company and all limited partnership interests in TER Holdings were canceled on the Consummation Date; and
 
•    
a new board of directors of the Company was appointed, effective as of the Consummation Date.
 
Prior to the Consummation Date, the holders of claims under the 2007 Credit Agreement and the agent under the 2007 Credit Agreement had appealed the Confirmation Order and commenced other legal proceedings against the Company and certain other parties. These proceedings remained pending on the Consummation Date.
 
On September 21, 2010, TER and certain of its subsidiaries (as reorganized, the “Reorganized Debtors”) entered into a Global Settlement Agreement (the “Settlement Agreement”), dated as of September 21, 2010, with Beal Bank, SSB (“Beal Bank”), in its capacity as administrative agent and collateral agent under the 2007 Credit Agreement and under the Amended and Restated Credit Agreement and as a prior lender under the 2007 Credit Agreement, and Icahn Partners, pursuant to which the parties agreed to end all outstanding disputes and litigation between them relating to the Reorganized Debtors, the Debtors' Chapter 11 Case, and/or the Plan of Reorganization. A copy of the Settlement Agreement was attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 24, 2010. The description of the Settlement Agreement set forth below is not complete and is qualified in its entirety by the full text of such agreement.
 
On October 5, 2010, the Bankruptcy Court approved the Settlement Agreement (the "Bankruptcy Court Approval Order"). The settlement terms set forth in the Settlement Agreement became effective on October 6, 2010. Pursuant to the Settlement Agreement, (i) all then pending proceedings involving the parties arising from, relating to, or in any way connected with certain matters that were in litigation relating to the Plan of Reorganization (the “Litigation Matters”) were dismissed and/or withdrawn by the parties with prejudice and (ii) the Amended and Restated Credit Agreement was amended in the manner described below.
 
The following is a brief description of the Litigation Matters that were dismissed or withdrawn pursuant to the Settlement Agreement and the Bankruptcy Court Approval Order:
    
•    
Confirmation Appeal - Beal Bank and Icahn Partners (collectively, the “First Lien Lenders”) appealed the Confirmation Order, which was entered after a nine-day confirmation trial held during the first quarter of 2010. In connection with the Confirmation Appeal, the First Lien Lenders raised numerous issues involving, among others, feasibility, cramdown, market rate of interest, the application of section 1111(b) of the Bankruptcy Code, and the reasonableness of the settlement agreement with Mr. Trump. The Reorganized Debtors moved to have the Confirmation Appeal dismissed on various grounds, including equitable mootness.
 
•    
Recharacterization Motion - Prior to confirmation of the Plan of Reorganization, the Debtors filed a motion and certain other related pleadings in the Bankruptcy Court seeking, among other things, to recharacterize a portion of the cash payments paid to the First Lien Lenders during the pendency of the bankruptcy case pursuant to the Final Cash Collateral Order (as defined in the Settlement Agreement) as a repayment of principal of their prepetition loans. Whether recharacterization was appropriate and, if so, the amount to be recharacterized, were to have been the subject of proceedings before the Bankruptcy Court.
 
•    
CRDA Lawsuit - On May 28, 2010, prior to the Consummation Date, the First Lien Lenders commenced an adversary proceeding in the Bankruptcy Court asserting that certain of the Debtors' proposed transactions with the CRDA violated the 2007 Credit Agreement and the Final Cash Collateral Order (the “CRDA Lawsuit”). Pursuant to these proposed transactions, as part of the CRDA's credit donation program, the Debtors were to receive a cash payment of approximately $9.6 million from the CRDA in exchange for a donation of approximately $28.4 million in previous deposits made by the Debtors to the CRDA (the “CRDA Transaction”). Following commencement of

11


this proceeding by the First Lien Lenders, the Debtors agreed not to take any further steps to consummate such transactions until after the Consummation Date, and filed a counterclaim seeking a declaratory judgment that the CRDA Transaction was permitted under the terms of the Amended and Restated Credit Agreement. These issues were to have been determined by the Bankruptcy Court.
 
•    
Fee Objections - The Debtors filed a number of objections to certain demands made by the First Lien Lenders for reimbursement of professional fees incurred in connection with the Chapter 11 Case.
 
•    
Prepayment Disallowance Motion - Prior to the Consummation Date, the First Lien Lenders asserted that the $125 million cash payment to be received by them on the Consummation Date in accordance with the terms of the Plan of Reorganization would trigger an obligation of the Debtors or Reorganized Debtors to pay a $4.2 million prepayment premium under the 2007 Credit Agreement and the Final Cash Collateral Order. In response, the Reorganized Debtors filed a motion in the Bankruptcy Court seeking the disallowance of any prepayment premium asserted.
 
•    
Administrative Expense Claims - The First Lien Lenders submitted a formal request to the Reorganized Debtors for payment of administrative expense claims on account of certain purported adequate protection claims they have asserted for diminution in the value in their prepetition collateral. The Reorganized Debtors disputed these amounts.
 
•    
Intercreditor Lawsuit - Prior to the confirmation hearing, Beal Bank filed a lawsuit (the “Intercreditor Lawsuit”) in New York state court against the members of the Ad Hoc Committee, asserting breaches of the Intercreditor Agreement, dated December 21, 2007, between Beal Bank and U.S. Bank National Association, as indenture trustee for the Senior Notes (the “Intercreditor Agreement”). Among other things, Beal Bank sought a declaratory judgment that the members of the Ad Hoc Committee violated the Intercreditor Agreement by (1) objecting to a competing plan of reorganization filed by Beal Bank and Icahn Partners and prosecuting their own plan of reorganization, and (2) seeking recharacterization of payments made to the First Lien Lenders during the Debtors' chapter 11 cases. In addition, the Intercreditor Lawsuit requested an award of money damages for such alleged violations of the Intercreditor Agreement.
 
Pursuant to the Settlement Agreement, on October 6, 2010, as noted above, the settlement terms set forth in the Settlement Agreement became effective in accordance with its terms, and the following occurred:
 
•    
the Amended and Restated Credit Agreement was deemed to be amended pursuant to a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”), as described below, the executed Third Amendment was released from escrow, and new promissory notes, giving effect to the Third Amendment, were issued under the Amended and Restated Credit Agreement, in substitution for the promissory notes originally issued on the Consummation Date;
 
•    
Beal Bank and the Icahn Parties executed and filed Stipulations of Dismissal with respect to the Litigation Matters relating to the Plan of Reorganization described above. Upon the filing of such Stipulations of Dismissal, the First Lien Lenders do not have any right or ability to pursue such litigation and the claims asserted therein were dismissed with prejudice. In return, the Reorganized Debtors do not have any right, ability or claim to recharacterize or impair any amounts paid or payable to the First Lien Lenders with respect to any amounts paid or payable on or prior to the Consummation Date pursuant to the Final Cash Collateral Order, the Plan of Reorganization, or the 2007 Credit Agreement;
 
•    
the First Lien Lenders agreed not to seek any prepayment premiums, penalties, or fees from the Debtors or the Reorganized Debtors arising under or resulting from the Plan of Reorganization or the transactions consummated pursuant to the Plan of Reorganization;
 
•    
the First Lien Lenders agreed to support the payment of all the Debtors' professional fees and expenses relating to the Chapter 11 Case, and the payment of any and all fees, costs and expenses, asserted in the fee application filed by the Ad Hoc Committee;
 
•    
the First Lien Lenders consented to the CRDA Transaction and agreed that all cash received by the Reorganized Debtors in connection with the CRDA Transaction would be retained by the Reorganized Debtors and would not be included in the calculation of available cash flow or net cash proceeds for purposes of the Amended and Restated Credit Agreement or be required to be used to prepay the loans under the Amended and Restated Credit Agreement;
 
•    
the Reorganized Debtors paid $15 million to Icahn Partners, which satisfied any and all obligations of the

12


Reorganized Debtors under the 2007 Credit Agreement to reimburse, advance or indemnify costs, fees, and expenses (including professional fees) incurred by the First Lien Lenders. Upon such payment, the First Lien Lenders released and discharged the Debtors and the Reorganized Debtors from and against any and all liabilities or obligations incurred by such parties; and
 
•    
each party mutually waived, released and discharged, each other party (among others) from all claims and proceedings arising from, related to, or in any way connected with the matters which were in litigation relating to the Plan of Reorganization and the Chapter 11 Case.
 
As stated above, pursuant to the Settlement Agreement, the parties agreed to amend the Amended and Restated Credit Agreement pursuant to the Third Amendment, which became effective (and was released from escrow) on October 6, 2010, the effective date of the Settlement Agreement. Under the Third Amendment, which by its terms was retroactive to July 16, 2010, the initial principal amount of the interest-bearing portion of the term loans under the Amended and Restated Credit Agreement as of the Consummation Date was increased from $334 million to $346.5 million, and the approximately $22.4 million non-interest portion of the initial principal amount of the term loans under the Amended and Restated Credit Agreement was eliminated in its entirety (and references to the non-interest portion of the term loans in the Amended and Restated Credit Agreement were deleted). As a result, the total principal amount outstanding under the Amended and Restated Credit Agreement decreased from $356.4 million to $346.5 million. The entire principal amount of the term loans under the Amended and Restated Credit Agreement bears interest at the fixed annual rate of 12%. The remaining terms of the Amended and Restated Credit Agreement remained unaltered except as otherwise required to implement the Settlement Agreement. The Third Amendment was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 13, 2010.
 
Pursuant to the Registration Rights Agreement, on August 16, 2010, we filed a registration statement on Form S-1 with the SEC to cover the resale of the shares of common stock held by the Backstop Parties and certain other holders of common stock. This registration statement has not yet become effective. On March 30, 2011, the Registration Rights Agreement was amended to defer our obligation to register the shares of common stock held by the Backstop Parties and such other holders until April 15, 2012, subject to an earlier request from the Backstop Parties holding a majority of the common stock held by the Backstop Parties. In light of this amendment, we intend to withdraw the registration statement on Form S-1 that we filed on August 16, 2010 and we will defer submitting any application to have our common stock traded on a national securities exchange.
 
Item 1A.    Risk Factors
 
Our business is subject to a number of risks. You should carefully consider the following risk factors, together with all of the other information included or incorporated by reference in this annual report. The risks set out below are not the only risks we face. If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected.
 
Current conditions in the global markets and general economic pressures may adversely affect consumer spending and our business and results of operations.
 
Our performance depends on the impact of economic conditions on levels of consumer spending. As a result of the present weak economic conditions in the United States, Europe and much of the rest of the world, the uncertainty over the duration of such weakness and the prospects for recovery, consumers are continuing to curb discretionary spending, which is having an effect on our business. An extended duration or deterioration in current economic conditions could have a further material adverse impact on our financial condition and results of operations.
 
To operate our business, we will require a significant amount of cash.
 
Our ability to satisfy our obligations and fund capital expenditures will depend on our ability to generate cash in the future, which is, in part, subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control. The risk is heightened by the fact that our current operations are in a single market. While additional cash for operations and capital expenditures were provided under the Plan of Reorganization, we cannot assure you that our business will generate sufficient cash flow from operations or that future financing will be available to us in an amount sufficient to enable us to operate our business. These challenges are exacerbated by adverse conditions in the general economy and the tightened credit market.
 
Our actual financial results may vary significantly from the projections filed with the Bankruptcy Court.
 
In connection with the Plan of Reorganization, we were required to prepare and file with the Bankruptcy Court projected

13


financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan of Reorganization and our ability to continue operations upon emergence from bankruptcy. The projections reflected numerous assumptions concerning anticipated future performance and prevailing and anticipated market and economic conditions that were and continue to be beyond our control and that may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Our actual results may vary from those contemplated by the projections and the variation may be material. Accordingly, such projections should not be relied upon.
 
Our industry is intensely competitive.
 
The gaming industry is highly competitive and is expected to become more competitive in the future. New entrants to the Atlantic City market have announced plans to develop casinos in the future. We also face competition from other forms of legalized gaming, such as state sponsored lotteries, racetracks, off-track wagering and video lottery and video poker terminals. In addition, online gaming, despite its illegality in the United States, is a growing sector in the gaming industry, and various proposals have been made to authorize online gaming in the United States. We are unable to assess the impact that online gaming will have on our operations in the future and there is no assurance that the impact will not be materially adverse.
 
Our success could depend upon the success of our strategic plan and marketing initiatives.
 
Many of our existing competitors in Atlantic City have recently completed significant development projects. We have completed a strategic capital expenditure plan at each of our properties, which included the construction of the Chairman Tower at Trump Taj Mahal. From time to time, capital expenditures, such as room refurbishments, amenity upgrades and new gaming equipment, are necessary to maintain or enhance the competitiveness of our properties. Our ability to successfully compete will also be dependent upon our ability to develop and implement effective marketing campaigns. To the extent we are unable to successfully develop and implement these types of marketing initiatives, we may not be successful in competing in our markets.
 
Gaming is a regulated industry and changes in the law could have a material adverse effect on our operations. See “Business—Regulatory and Licensing.”
 
Gaming in New Jersey is regulated extensively by federal and state regulatory bodies, including the CCC and state and federal taxing, law enforcement and liquor control agencies. We and several of our officers and other qualifiers have received the licenses, permits and authorizations required to operate our properties. In June 2007, the CCC renewed our licenses to operate Trump Taj Mahal, Trump Plaza and Trump Marina until June 2012. Failure to maintain or obtain the requisite casino licenses would have a material adverse effect on our business.
 
If new gaming regulations are adopted in New Jersey, such regulations could impose restrictions or costs that could have a significant adverse effect on us. From time to time, various proposals have been introduced by the legislature of New Jersey that, if enacted, could adversely affect the tax, regulatory, operations or other aspects of the gaming industry and our financial performance. Legislation of this type has been enacted in the past and may be enacted in the future. For example, in January 2011, legislation took effect under which the CRDA, a state-appointed authority, is to take charge of Atlantic City's casino and entertainment district. The impact of this plan on us is not yet clear.
 
Pennsylvania, New York and other nearby states have enacted gaming legislation that may harm us, and other states may do so in the future.
 
In July 2004, the Pennsylvania legislature enacted the Race Horse Development and Gaming Act which authorizes the Pennsylvania Gaming Control Board to permit a total of up to 61,000 slot machines in up to fourteen different licensed locations in Pennsylvania, seven at racetracks (each with up to 5,000 slot machines), five at casino facilities (two in Philadelphia, one in Pittsburgh and two elsewhere, each with up to 5,000 slot machines) and two at established resorts (each with up to 500 slot machines). Three of the racetrack sites, Pocono Downs, Parx Casino and Chester Downs and two casinos, one in Philadelphia and one in Bethlehem, are located in our market area. Slot machine operations have been operational since late 2006 at the racetracks and since May 2009 at the facility in Bethlehem. Sugarhouse, one of the Philadelphia locations commenced operations in September 2010. In late 2010, the Pennsylvania Gaming Control Board revoked the license of the other Philadelphia facility due to the incomplete submission of a financing plan and failure to meet certain conditions. That decision is on appeal.
 
In January 2010, table game legislation was signed into Pennsylvania law which allows up to 250 table games at each of the twelve larger authorized casinos and up to 50 table games at each of the remaining two smaller authorized casinos. Pennsylvania table games became operational during July 2010.

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As of February 2011, the Philadelphia area locations were operating approximately 13,500 slot machines and 500 table games. Competition from the Pennsylvania area casinos that are currently operational has adversely impacted Atlantic City casinos, including our casinos. We believe that the potential opening of additional casinos could further adversely impact Atlantic City casinos, including our casinos.
 
Pursuant to legislation enacted in 2001, the Division of the Lottery of the State of New York is authorized to permit the installation of VLTs at various horse racing facilities in New York. As of early 2011, there were eight racetracks operating throughout New York State with a total of approximately 12,500 VLTs. During August 2010, New York Lottery officials announced that they had accepted Genting New York LLC's bid to develop a casino at Aqueduct Racetrack in Queens, New York. Genting New York expects to commence operations in late summer of 2011 with 2,500 VLTs, with an increase to 4,525 VLTs by the end of 2011. Additionally, at various times there have been discussions about allowing VLTs at the Belmont racetrack. The Aqueduct and Belmont racetrack locations are less than fifteen miles from Manhattan.
 
The 2001 legislation also authorized the Governor of New York to negotiate compacts authorizing the operation of up to six Native American casino facilities. Native American casino facilities typically have a significant operating advantage over our casinos due to lower gaming taxes, allowing those facilities to market more aggressively and to expand or update their facilities at an accelerated rate. These competing Native American facilities could continue to further adversely impact Atlantic City casinos, including our casinos.
 
In addition, other states near New Jersey, including Maryland, either have or are currently contemplating gaming legislation. The net effect of gaming facilities in such other states, when operational, on the Atlantic City gaming market, including our properties, cannot be predicted. Since our market is primarily a drive-in market, legalized gaming in one or more states neighboring or within close proximity to New Jersey could have a material adverse effect on the Atlantic City gaming market overall, including our properties.
 
Other enacted legislation, including local anti-smoking regulations, may have an adverse impact on our operations.
 
In 2006, the New Jersey Legislature adopted the New Jersey Smoke-Free Air Act. The law prohibits the smoking of tobacco in structurally enclosed indoor public places and workplaces in New Jersey, including licensed casino hotels. The law permits smoking within the perimeter of casino and casino simulcasting areas, and permits 20% of hotel guest rooms to be designated as smoking rooms.
 
In 2007, an ordinance in Atlantic City became effective which extended smoking restrictions under the New Jersey Smoke-Free Air Act. This ordinance mandated that casinos restrict smoking to designated areas of up to 25% of the casino floor. In 2008, Atlantic City’s City Council unanimously approved an amendment to the ordinance, banning smoking entirely on all casino gaming floors and casino simulcasting areas, but allowing smoking in separately exhausted, non-gaming, smoking lounges. However, Atlantic City’s City Council subsequently announced that it would not consider a full smoking ban in casinos until at least the end of 2011, due to, among other things, the weakened economy and increased competition in adjoining states.
 
Bills are pending in the New Jersey Senate and Assembly which, if enacted, would repeal the gaming area exemption from the smoking ban provided for in the New Jersey Smoke-Free Air Act. This proposed ban on smoking in the casino and casino simulcasting areas could adversely affect the Atlantic City casinos, including our casinos.
 
We might not be successful in pursuing additional gaming ventures in existing or emerging gaming markets. We would not have the right to use the "Trump" brand in connection with any such additional gaming ventures.
 
We are continuously looking to grow our business and diversify our cash flow by actively pursuing opportunities to capitalize on the Trump brand in connection with our existing properties in Atlantic City, New Jersey. In addition, we expect to explore opportunities to expand our activities and asset base in additional gaming markets. Under the terms of our Trademark License Agreement with the Trump Parties, our right to use the “Trump” brand and related intellectual property is limited to our three existing properties, and accordingly the “Trump” brand and related intellectual property would not be available for our use in connection with any other activities we may undertake in the future.
Competition for gaming opportunities that are or are expected to become available in additional jurisdictions is expected to be intense, and many of our known or anticipated competitors for available gaming licenses have greater resources and economies of scale than we do. We cannot assure you that we will be successful in pursuing additional gaming ventures or developing additional gaming facilities.

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The pending sale of the Trump Marina to Landry's A/C may not be consummated, and consummating the sale of the Trump Marina could have potential risks to the Company.
On February 11, 2011, the Company and its subsidiary, Trump Marina Associates, LLC, entered into an Asset Purchase Agreement with Landry's A/C and Landry's. Pursuant to the Asset Purchase Agreement, at the closing, Landry's A/C will acquire substantially all of the assets of, and will assume certain liabilities related to, the business conducted at Trump Marina. The aggregate purchase price payable for Trump Marina by Landry's A/C is $38 million, subject to a working capital adjustment at closing as provided in the Asset Purchase Agreement. The closing of the transaction is subject to the satisfaction of certain conditions, including receipt of approvals from New Jersey regulatory authorities and other customary closing conditions. There can be no assurance that the transaction for the sale of Trump Marina will close. In the event the closing does not occur, our recourse against Landry's A/C may be limited to the $5 million deposit currently held in escrow. Furthermore, our cash flow, operating results and financial condition could be adversely affected if the closing does not occur. In addition, completing the transaction may involve a number of risks, including the diversion of our management's attention from our existing business. If we consummate the pending sale of Trump Marina to Landry's A/C, we will also be in competition with Landry's.
 
Our business is subject to a variety of other risks and uncertainties.
 
In addition to the risk factors described above, our financial condition and results of operations could be affected by many events that are beyond our control, such as:
 
•    
capital market conditions that could (i) affect our ability to raise capital and access capital markets and (ii) raise our financing costs in connection with refinancing debt or pursuing other financing alternatives;
•    
war, future acts of terrorism and their impact on capital markets, the economy, consumer behavior and operating expenses;
•    
competition from existing and potential new competitors in Atlantic City and other markets (including online gaming), which is likely to increase over the next several years;
•    
regulatory changes;
•    
state tax law changes that increase our tax liability; and
•    
other risks described from time to time in periodic reports filed by us with the SEC.
 
Occurrence of any of these risks could materially adversely affect our operations and financial condition.
 
Furthermore, our parent company, 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 TER's subsidiaries to make payments to TER may also be restricted by the CCC.
Changes in the cost of electricity and other energy could affect our business.
 
We are a large consumer of electricity and other energy. Accordingly, increases in energy costs, may have a negative impact on our operating results. Additionally, higher energy and gasoline prices which affect our customers may result in reduced visitation to our resorts and may have an adverse effect on our business because we are primarily a drive-in market.
 
Our cash flows from operating activities are seasonal in nature.
 
Spring and summer are traditionally the peak seasons for our properties, while autumn and winter are non-peak seasons. Consequently, in the past, our operating results for the quarters ending in March and December have not been as strong as for the quarters ending in June and September. Excess cash from operations during peak seasons is used, in part, to subsidize operations during non-peak seasons. Performance in non-peak seasons is usually dependent on favorable weather and the long-weekend holiday calendar. In the event that we are unable to generate excess cash in one or more peak seasons, we may not be able to subsidize operations during non-peak seasons, if necessary, which would have an adverse effect on our business.
 
Our principal stockholders have substantial control over us.
 
Our principal stockholders, directors and executive officers, and entities affiliated with them, own approximately 49.7% of the outstanding shares of our common stock. As a result, these stockholders, if acting together, would be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other extraordinary transactions. They may also have interests that differ materially from other stockholders and may vote in a way with which other stockholders disagree and which may be adverse to the interests of other stockholders. In addition, we have

16


elected to opt out of Section 203 of the Delaware General Corporation Law, which prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder,” and we will be able to enter into such transactions with our principal stockholders. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.
 
The loss of the services of key members of our management team could have a material adverse effect on our business.
 
The leadership of the key members of our management team is a critical element to our future success. Our executive officers have substantial experience and expertise in our business and any unexpected loss of services of one or more of these individuals could adversely affect us. We have entered into employment agreements with our chief executive officer and our chief financial officer, but we are not protected by key man or similar life insurance covering any of our senior management.
 
If we are unable to attract, retain and motivate employees, we may not be able to compete effectively and will not be able to expand our business.
 
Our future success will depend, in part, on our ability to hire, retain and motivate a sufficient number of talented employees. Competition for such qualified employees can be intense, and recruiting, training, retention and benefit costs place significant demands on our resources. Additionally, the recent downturn in the gaming, travel and leisure sectors has made recruiting executives to the gaming business more difficult. Our inability to attract qualified employees or the loss of a significant number of our employees could have an adverse effect on our business.
 
We are a participant in a multiemployer pension plan that has been certified in critical status by the fund's actuary.
 
In connection with our collective bargaining agreement with the culinary and hotel workers union, Local 54/UNITE HERE, we participate in the UNITE HERE National Retirement Fund pension plan (the “Fund”). On March 31, 2010, as a result of the extraordinary decline in the financial markets and downturn in the economy, the Fund was certified in critical status by the Fund's actuary under the federal multiemployer plan funding laws pursuant to the Pension Protection Act of 2006 (the “PPA”). In connection with the certification, the Fund's board of trustees adopted a rehabilitation plan effective on April 1, 2010 (the “Rehabilitation Plan”) with the goal of enabling the Fund to emerge from critical status by January 1, 2023. The Rehabilitation Plan provides for certain increases in employer contributions and, in some cases, a reduction in participant benefits. We were required to agree with Local 54/UNITE HERE on the adoption of one of three schedules of future accrual and contribution rates proposed under the Rehabilitation Plan, all of which provided for increased monthly contributions. On May 27, 2010, we agreed upon a schedule with Local 54/UNITE HERE pursuant to which we will begin making increased monthly contributions to the Fund on January 1, 2012.
 
Under applicable federal law, any employer contributing to a multiemployer pension plan that completely ceases participating in the plan while it is underfunded is subject to payment of such employer's assessed share of the aggregate unfunded vested benefits of the plan. In certain circumstances, an employer can also be assessed withdrawal liability for a partial withdrawal from a multiemployer pension plan. The amount of our potential exposure with respect to the Fund depends on, among other things, the nature and timing of any triggering events and the funded status of the Fund at that time. If, in the future, we elect to withdraw from the Fund, additional liabilities would need to be recorded. While it is possible that this would occur in the future, we have not made any decision to incur a partial or complete withdrawal from the Fund. If any of these adverse events were to occur in the future, it could result in a substantial withdrawal liability assessment that could have a material adverse effect on our business, financial condition, results of operations or cash flows.
 
Our current monthly pension contributions to the Fund are approximately $0.5 million. We also contribute to other multiemployer pension plans. A renewed economic decline could have a significant adverse effect on the financial condition of the Fund, or other funds in which we participate, which may require us to make contributions in addition to those already contemplated. Any such increases in our required contributions could adversely affect our results of operations.
 

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We expect that our stock price will fluctuate significantly, which could cause the value of an investment in our common stock to decline, and stockholders may not be able to resell their shares at or above the price at which they acquired or acquire such shares.
 
Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common stock regardless of our operating performance. If a trading market for our common stock were to arise, the trading price of our common stock is likely to be volatile and subject to wide price fluctuations in response to various factors, including:
 
market conditions in the broader stock market;
actual or anticipated fluctuations in our quarterly financial and operating results;
introduction of new products or services by us or our competitors;
issuance of new or changed securities analysts' reports or recommendations;
investor perceptions of us and the gaming industry;
sales, or anticipated sales, of large blocks of our stock;
additions or departures of key personnel;
regulatory or political developments;
litigation and governmental investigations; and
changing economic conditions.
 
These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.
 
If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.
 
If a trading market for our common stock were to arise, such trading market will be influenced by the research and reports that industry or securities analysts publish about us and/or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.
 
There is no existing market for our common stock and we do not know if one will develop, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
 
There is no public market for our common stock issued pursuant to the Plan of Reorganization. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market or how liquid that market might become. If an active trading market does not develop, our stockholders may have difficulty selling any shares of our common stock that they own. This may also make it more difficult for us to raise additional capital.
 
On March 30, 2011, the Registration Rights Agreement originally entered into on July 16, 2010 was amended to defer our obligation to register the shares of common stock held by the Backstop Parties and certain other holders until April 15, 2012, subject to an earlier request from Backstop Parties holding a majority of the common stock held by the Backstop Parties. In light of this amendment, we intend to withdraw the registration statement on Form S-1 that we filed on August 16, 2010 and we will defer any application to have our common stock traded on a national securities exchange. This will make it less likely that a public market for our common stock will develop in the near future.

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Some provisions of Delaware law, our amended and restated certificate of incorporation (“Certificate of Incorporation”) and our amended and restated bylaws (“Bylaws”) may deter third parties from acquiring us and diminish the value of our common stock.
 
Our Certificate of Incorporation and Bylaws provide for, among other things:
 
•    
restrictions on the ability of our stockholders to call a special meeting;
•    
restrictions on the ability of our stockholders to remove a director or fill a vacancy on the board of directors;
•    
our ability to issue preferred stock with terms that the board of directors may determine, without stockholder approval;
•    
the absence of cumulative voting in the election of directors; and
•    
advance notice requirements for stockholder proposals and nominations.
 
These provisions in our Certificate of Incorporation and Bylaws may discourage, delay or prevent a transaction involving a change of control of our company that is in the best interest of our minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts.
 
We do not anticipate paying any cash dividends for the foreseeable future.
 
We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to fund the development and growth of our business. We do not intend to pay any dividends to holders of our common stock and the agreements governing our credit facilities prohibit our payment of dividends. As a result, capital appreciation in the price of our common stock, if any, will be the only source of gain on an investment in our common stock.
 
 
Item 1B.    Unresolved Staff Comments
 
Not applicable.
 
Item 2.    Properties
 
See “Item 1. Business—Casino Properties” for a brief description of the location and general character of each of our properties.
 
General. Substantially all of the real and personal property (other than cash) of each of our properties, including their respective hotel and casino facilities and the parcels of land on which they are situated, secure our indebtedness under the Amended and Restated Credit Agreement. Each of our properties has financed or leased and, from time to time, may finance or lease its acquisition of furniture, fixtures and equipment, including slot machines. The lien in favor of any such lender or lessor may be superior to the liens securing the indebtedness under the Amended and Restated Credit Agreement.
 
Each of our properties leases space to various retailers and food and beverage outlets in their respective facilities.
 
The following table lists our significant land holdings:
 
Property
Total Approximate Acreage
Owned
 
Leased
 
Utilized
 
Available for
Development
Trump Taj Mahal (including Steel Pier)
39.4
 
 
 
 
28.0
 
 
11.4
 
Trump Plaza
9.4
 
 
1.5
 
 
7.4
 
 
3.5
 
Trump Marina
14.0
 
 
 
 
12.0
 
 
2.0
 
 
Trump Taj Mahal. We currently own approximately 39.4 acres of land that comprise the Trump Taj Mahal site, including the 24.5 acres on which the facility is situated and 11.4 acres of land suitable for development. The Trump Taj Mahal site includes the Steel Pier comprised of approximately 3.5 acres and related property located on the opposite side of the Boardwalk from Trump Taj Mahal. We currently lease the Steel Pier to an amusement park operator pursuant to a lease agreement which we and the operator have mutually agreed to extend until December 2016. Excluded from the table is an off-site warehouse location located on 18.0 acres.

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Trump Plaza. We own and lease approximately 10.9 acres of land, including several parcels of land in and around Atlantic City. We lease one of four parcels of land on which Trump Plaza is situated from Plaza Hotel Management Company (“PHMC”) pursuant to a non-renewable ground lease expiring in December 2078 (the “PHMC Lease”). We are responsible for the payment of fixed rent, as well as all other costs and expenses with respect to the use, operation and ownership of the leased tract and the improvements thereon, or which may in the future be located thereon, including, but not limited to, all maintenance and repair costs, insurance premiums, real estate taxes, assessments and utility charges. The improvements located on the leased tract are owned by us through the duration of the term of the PHMC Lease, and upon the expiration of the term of the PHMC Lease (for any reason), ownership of such improvements will then shift to PHMC. We have the option to purchase the leased parcel at certain times during the term of such PHMC Lease under certain circumstances.
 
We also lease, pursuant to the PHMC Lease, an approximately 11,800 square foot parcel of land located near the intersection of Mississippi and Pacific Avenues and own a 5,750 square foot parcel of land adjacent to it.
 
We also own five parcels of land, aggregating approximately 43,300 square feet, and lease one parcel consisting of approximately 3,125 square feet. All of such parcels are contiguous and are located along Atlantic Avenue, on the same block as Trump Plaza’s garage. These parcels of land are used for signage and surface parking.
 
Trump Marina. We own Trump Marina’s hotel and casino facility and the approximate 14.0-acre, triangular-shaped parcel of land on which it is situated, including 2.0 acres suitable for development. We also own an employee parking lot located on Route 30, approximately two miles from Trump Marina, which can accommodate approximately 1,000 cars. In addition, pursuant to a long-term lease between Trump Marina and the State of New Jersey, Trump Marina leases the Senator Frank S. Farley State Marina. The marina features approximately 640 boat slips. As discussed above, we have entered into an agreement to sell Trump Marina.
 
Item 3.    Legal Proceedings
 
As discussed in Item 1 above, on February 17, 2009, the Debtors filed voluntary petitions seeking relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The cases were jointly administered under the caption In re: TCI 2 Holdings, LLC, et al Debtors, Chapter 11 Case Nos.: 09-13654 through 09-12656 and 09-13658 through 09-13664 (JWH) (the “Chapter 11 Case”).
 
On May 7, 2010, the Bankruptcy Court entered the Confirmation Order confirming the Plan of Reorganization proposed by the Debtors and the Ad Hoc Committee. On the Consummation Date, the Plan of Reorganization became effective and the transactions contemplated thereby were consummated.
 
Until the Consummation Date, the Debtors continued to operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. As debtors-in-possession, the Debtors were authorized to continue to operate as ongoing businesses, and to pay all debts and honor all obligations arising in the ordinary course of their businesses after the Petition Date. However, the Debtors could not pay creditors on account of obligations arising before the Petition Date or engage in transactions outside the ordinary course of business without approval of the Bankruptcy Court, after notice and an opportunity for a hearing.
 
Under the Bankruptcy Code, actions to collect pre-petition indebtedness, as well as most litigation pending against the Debtors, were stayed. Other pre-petition contractual obligations against the Debtors generally were not permitted to be enforced.
 
The Reorganized Debtors are currently in the process of reviewing over one thousand claims which were filed in the Chapter 11 Case. The United States Bankruptcy Court, by court order, has extended the Reorganized Debtors deadline to file objections to claims through May 12, 2011. (the “Claims Objection Deadline”) A wide variety of claims, which include, but are not limited to claims asserted by personal injury claimants, vendors, state and local taxing authorities, and former employees have been filed in the Chapter 11 case. To date the Reorganized Debtors have filed several motions and have obtained several court orders which have expunged certain claims, and have resolved certain claims through negotiation and settlement. It is the intention of the Reorganized Debtors to file additional objections to asserted claims prior to the Claims Objection Deadline.
 
Power Plant Litigation - On December 30, 2004, TER Development Company, LLC (“TER Development”) filed a complaint (the “Power Plant Litigation”) against Richard T. Fields, Coastal, Power Plant Entertainment, LLC, Native American Development, LLC, Joseph S. Weinberg and The Cordish Company (collectively, the “Power Plant Group”) in the Circuit

20


Court of the 17th Judicial District for Broward County, Florida, in which TER Development alleged that Power Plant Entertainment, LLC improperly obtained certain agreements with the Seminole Tribe of Florida for the development of gaming facilities in Hollywood and Tampa, Florida. TER Development asserted claims for fraud, breach of fiduciary duty, conspiracy, violation of the Florida Deceptive and Unfair Trade Practices Act and interference with prospective business relationship. As described below, the Power Plant Litigation was settled on October 28, 2010.
 
Trump Marina - As described in Note 8 to our consolidated financial statements, on May 28, 2008, Trump Marina Associates, LLC ("Trump Marina Associates") entered into an Asset Purchase Agreement (the “Original Marina Agreement”) to sell Trump Marina to Coastal Marina, LLC (“Coastal Marina Buyer”), an affiliate of Coastal Development, LLC (“Coastal”). Upon entering into the Original Marina Agreement, Coastal Marina Buyer placed into escrow a $15 million deposit toward the purchase price (the “Original Marina Deposit”). On October 28, 2008, the parties entered into an amendment to the Original Marina Agreement (the “Marina Amendment”) to modify certain terms and conditions of the Original Marina Agreement, including, but not limited to providing that Trump Marina Associates could terminate the Original Marina Agreement if the transaction did not close by May 28, 2009 and that the Original Marina Deposit held in escrow, together with any interest earned thereon, was released to Trump Marina Associates immediately and an additional $2 million deposit (the "Additional Marina Deposit") was placed in escrow for a total deposit towards the purchase price of $17 million. Coastal failed to consummate the transaction within the time provided under the Marina Amendment. On June 1, 2009, Trump Marina Associates delivered notice to Coastal that the Original Marina Agreement, as amended by the Marina Amendment, was terminated. Trump Marina Associates also delivered notice to the escrow agent requesting release of the Additional Marina Deposit to Trump Marina Associates. On July 28, 2009, Coastal Marina Buyer and Coastal filed an Adversary Complaint with the Bankruptcy Court, claiming they were fraudulently induced to enter the Original Marina Agreement, that the agreement was breached, and that these and other related claims gave rise to a right to the return of the Initial Marina Deposit, the Additional Marina Deposit, damages and other relief. On October 21, 2009, Marina Buyer and Coastal filed an Amended Complaint adding Mr. Trump and other parties as defendants, and adding additional allegations to the existing claims.
 
On October 28, 2010, the Company and its subsidiary TER Development (collectively, the “TER Parties”) reached an agreement with Coastal and certain related persons and entities, Power Plant Entertainment, LLC and the other members of the Power Plant Group to settle the Power Plant Litigation and certain other disputed matters. Pursuant to the settlement, among other things, (a) the TER Parties agreed to withdraw, with prejudice, the action pending in the Power Plant Litigation against the Power Plant Group, and (b) Coastal agreed to (i) withdraw all actions and claims filed on their behalf before the Bankruptcy Court (the “Bankruptcy Matters”), and (ii) relinquish any claim that they had to any amounts previously deposited in escrow in connection with the proposed purchase of the Trump Marina by Coastal, including the Additional Marina Deposit, together with any interest earned thereon, then held in escrow. In addition, the TER Parties and the Power Plant Group agreed to mutually waive, release and discharge each other from all claims and proceedings arising from and related to the Power Plant Litigation and the Bankruptcy Matters.
 
2005 Chapter 11 Cases—We previously emerged from reorganization proceedings under the Bankruptcy Code (the “2005 Chapter 11 Case”) on May 20, 2005 (the “2005 Effective Date”). The 2005 Chapter 11 Case was voluntarily commenced by our predecessor company, Trump Hotels & Casino Resorts, Inc. (“THCR”). Effective as of March 17, 2009, the Bankruptcy Court ordered that all of the remaining open cases pertaining to the 2005 Chapter 11 Case be closed.
 
On July 18, 2005, the Bankruptcy Court considered a motion brought by a certain group of persons alleging that they had held shares of common stock of THCR on the record date for distributions under the Plan of Reorganization related to the 2005 Chapter 11 Case (the “2005 Plan”) (and who subsequently sold their shares prior to the distribution date) but did not receive any distributions under the 2005 Plan (the “Movants”), which they believe were wrongly made to the beneficial holders of our stock on the distribution date. The Movants had sought an order compelling us to make distributions to them under the 2005 Plan. After additional briefing and a court hearing with respect to the issue on October 8, 2005, the Bankruptcy Court denied the Movants’ motion on February 17, 2006. The Movants filed an appeal from the judgment entered in the Bankruptcy Court in favor of THCR. The Movants appealed this motion to the United States District Court for the district of New Jersey. During April 2007, the United States District Court reversed the Bankruptcy Court's denial and remanded the case back to the Bankruptcy Court for further consideration. In May 2007, we filed a notice of appeal to the United States Court of Appeals for the Third Circuit. By order dated November 5, 2008, the Court of Appeals affirmed the District Court's order. While on remand in the Bankruptcy Court for further consideration in light of the District Court's order, we filed a voluntary petition in the Bankruptcy Court on February 17, 2009, seeking relief under the provisions of chapter 11 of the Bankruptcy Code. The Bankruptcy Court ordered the Movants to act in accordance with the Chapter 11 Case with regard to their alleged claims. We have resolved the matter with the Movants, seven of which will each receive one (1) Convenience Class claim and eleven of which will be treated as general unsecured Class 5 creditors.
 
New Jersey State Income Taxes—From 2002 through 2006, state income taxes for our New Jersey operations were

21


computed under the alternative minimum assessment method. We believe our New Jersey partnerships are exempt from these taxes and, as such, have not remitted payments of the amounts provided. The New Jersey Division of Taxation has issued an assessment to collect the unpaid taxes for the tax years 2002 and 2003. At December 31, 2010, we have accrued $33.1 million for taxes and interest relating to this alternative minimum tax assessment for 2002 and 2003, as well as the open years 2004 through 2006. We have had discussions with the New Jersey Division of Taxation regarding settlement of these assessments.
 
Other Litigation—In addition to the foregoing, we and certain of our employees are involved from time to time in other legal proceedings arising in the ordinary course of our business. While any proceeding or litigation contains an element of uncertainty, we believe that the final outcomes of these other matters are not likely to have a material adverse effect on our results of operations or financial condition. In general, we have agreed to indemnify certain of our key executives and directors 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 any legal proceedings absent a showing of such persons’ gross negligence or malfeasance.
 
Item 4.    Removed and Reserved
 

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PART II
 
Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Old Common Stock. From September 20, 2005 to February 26, 2009, our then-outstanding common stock (the "Old Common Stock") traded on the Nasdaq Global Market (formerly, the Nasdaq National Market System) under the ticker symbol “TRMP.” On February 26, 2009, the Old Common Stock was delisted from the Nasdaq Stock Market in light of, among other things, the filing of the Chapter 11 Case. From February 27, 2009 to the Consummation Date, the Old Common Stock was traded on the OTC Bulletin Board under the symbol “TRMPQ.” On the Consummation Date and in connection with the Plan of Reorganization described elsewhere in this Report, all shares of our Old Common Stock were canceled and new common stock of TER ("New Common Stock") was issued. There is currently no established public trading market for TER's New Common Stock
 
The following table reflects the high and low sales prices, rounded to the nearest penny, of the Old Common Stock as reported by the Nasdaq Global Market and the OTC Bulletin Board, as applicable, for each quarterly period in 2009 and 2010 (through July 15, 2010).
 
 
High
 
Low
2009:
 
 
 
First Quarter
$
0.57
 
 
$
0.02
 
Second Quarter
$
0.28
 
 
$
0.07
 
Third Quarter
$
0.28
 
 
$
0.10
 
Fourth Quarter
$
0.18
 
 
$
0.07
 
2010:
 
 
 
First Quarter
$
0.20
 
 
$
0.05
 
Second Quarter
$
0.44
 
 
$
0.11
 
Third Quarter (through July 15, 2010)
$
0.15
 
 
$
0.01
 
 
Holders. As of March 30, 2011, there were approximately 92 holders of record of TER's New Common Stock.
 
Dividends. We have never paid a dividend on the Old Common Stock or the New Common Stock and do not anticipate paying dividends on the New Common Stock in the foreseeable future.
 
Equity Compensation Plan Information
 
The following table summarizes certain information regarding our equity compensation plans as of December 31, 2010. All outstanding awards relate to TER's New Common Stock.
 
Plan Category
 
Equity Compensation Plan Information
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
 
Weighted-average
exercise price of
outstanding options,
warrants and rights
 
Number of
securities remaining
available for future
issuance under equity
compensation plans
Equity compensation plans approved by security holders
 
N/A
 
 
N/A
 
N/A
 
Equity compensation plans not approved by security holders
 
321,432
 
 
N/A
 
321,432
 
Total
 
321,432
 
 
N/A
 
321,432
 
____________________________________________
 
The equity compensation plans described above relate to grants of restricted stock and restricted stock units awarded to two executive officers (our new chief executive officer and our new chief financial officer) pursuant to the terms of awards approved by our Compensation Committee. The agreements provide that the restricted stock awarded will vest in four equal increments on March 15, 2012, 2013, 2014 and 2015. Fifty percent of the restricted stock units vested immediately on November 16, 2010 and the remaining fifty percent will vest on November 16, 2011. Such restrictions will expire immediately upon a change of control of the Company.

23


 
 
Item 6.    Selected Financial Data
 
The following table sets forth certain of our historical financial information as of December 31, 2010 (Reorganized Company) and as of December 31, 2009, 2008, 2007 and 2006 (Predecessor Company) and for the period from July 16, 2010 through December 31, 2010 (Reorganized Company), the period from January 1, 2010 through July 15, 2010 (Predecessor Company) and for the years ended December 31, 2009, 2008, 2007 and 2006 (Predecessor Company). All financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto referenced elsewhere in this Form 10-K.
 
 
TER
 
 
 
Predecessor Company
 
July 16,
 
 
 
January 1,
 
 
 
 
 
 
 
 
 
2010
 
 
 
2010
 
 
 
 
 
 
 
 
 
through
 
 
 
through
 
 
 
 
 
 
 
 
 
December 31,
 
 
 
July 15,
 
Year Ended December 31,
(In thousands, except share and per share data)
2010
 
 
 
2010
 
2009
 
2008
 
2007
 
2006
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Gaming
$
324,772
 
 
 
 
$
393,206
 
 
$
801,397
 
 
$
936,761
 
 
$
1,021,625
 
 
$
1,079,245
 
  Rooms
45,378
 
 
 
 
49,382
 
 
93,299
 
 
87,336
 
 
83,733
 
 
77,836
 
  Food and beverage
46,775
 
 
 
 
50,583
 
 
99,364
 
 
111,857
 
 
118,959
 
 
122,611
 
  Other
21,401
 
 
 
 
20,520
 
 
42,893
 
 
44,251
 
 
46,019
 
 
43,370
 
 
438,326
 
 
 
 
513,691
 
 
1,036,953
 
 
1,180,205
 
 
1,270,336
 
 
1,323,062
 
  Less promotional allowances
(118,123
)
 
 
 
(123,324
)
 
(244,804
)
 
(272,197
)
 
(282,101
)
 
(296,783
)
    Net revenues
320,203
 
 
 
 
390,367
 
 
792,149
 
 
908,008
 
 
988,235
 
 
1,026,279
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Operating costs, excluding items detailed below
336,230
 
 
 
 
393,627
 
 
738,767
 
 
813,664
 
 
845,727
 
 
856,578
 
  Depreciation and amortization
16,954
 
 
 
 
24,563
 
 
52,137
 
 
63,024
 
 
65,632
 
 
68,091
 
  Goodwill and other asset impairment charges
 
 
 
 
 
 
556,733
 
 
207,687
 
 
277,880
 
 
 
  Income from settlement of property tax appeals
 
 
 
 
 
 
 
 
 
 
(30,705
)
 
 
 
353,184
 
 
 
 
418,190
 
 
1,347,637
 
 
1,084,375
 
 
1,158,534
 
 
924,669
 
(Loss) income from operations
(32,981
)
 
 
 
(27,823
)
 
(555,488
)
 
(176,367
)
 
(170,299
)
 
101,610
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net gain (loss) on reorganization related items and fresh start adjustments
 
 
 
 
741,552
 
 
(37,518
)
 
(1,443
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-operating income (expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
791
 
 
 
 
594
 
 
1,558
 
 
4,565
 
 
7,553
 
 
10,299
 
Interest expense
(21,078
)
 
 
 
(23,784
)
 
(131,900
)
 
(132,516
)
 
(131,034
)
 
(130,144
)
Income related to termination of Original Marina Agreement
2,020
 
 
 
 
 
 
15,196
 
 
 
 
 
 
 
Income related to non-competition agreement
25,000
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss on early extinguishment of debt
 
 
 
 
 
 
 
 
 
 
(4,127
)
 
 
 
6,733
 
 
 
 
(23,190
)
 
(115,146
)
 
(127,951
)
 
(127,608
)
 
(119,845
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) income before income taxes and discontinued operations
(26,248
)
 
 
 
690,539
 
 
(708,152
)
 
(305,761
)
 
(297,907
)
 
(18,235
)
Income tax benefit (provision)
 
 
 
 
 
 
8,324
 
 
12,510
 
 
48,975
 
 
(6,451
)
Loss from continuing operations
(26,248
)
 
 
 
690,539
 
 
(699,828
)
 
(293,251
)
 
(248,932
)
 
(24,686
)
Income from discontinued operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
   Trump Indiana, net of income taxes
 
 
 
 
 
 
 
 
2,070
 
 
 
 
734
 
Income from discontinued operations
 
 
 
 
 
 
 
 
2,070
 
 
 
 
734
 
Net (loss) income
$
(26,248
)
 
 
 
690,539
 
 
(699,828
)
 
(291,181
)
 
(248,932
)
 
(23,952
)
   Less: Net loss attributable to the noncontrolling interest
 
 
 
 
23,489
 
 
165,890
 
 
58,978
 
 
60,251
 
 
5,445
 
Net income (loss) attributable to Trump Entertainment Resorts, Inc.
 
 
 
 
$
714,028
 
 
$
(533,938
)
 
$
(232,203
)
 
$
(188,681
)
 
$
(18,507
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 

24


Earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income per share attributable to Trump Entertainment Resorts, Inc. common shareholders - basic:
 
 
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
$
(2.45
)
 
 
 
$
22.83
 
 
$
(16.85
)
 
$
(7.37
)
 
$
(6.07
)
 
$
(0.62
)
Discontinued operations
 
 
 
 
 
 
 
 
0.04
 
 
 
 
0.02
 
Basic net (loss) income per share
$
(2.45
)
 
 
 
$
22.83
 
 
$
(16.85
)
 
$
(7.33
)
 
$
(6.07
)
 
$
(0.60
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income per share attributable to Trump Entertainment Resorts, Inc. common shareholders - diluted:
 
 
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
$
(2.45
)
 
 
 
$
16.99
 
 
$
(16.85
)
 
$
(7.37
)
 
$
(6.07
)
 
$
(0.62
)
Discontinued operations
 
 
 
 
 
 
 
 
0.04
 
 
 
 
0.02
 
Diluted net (loss) income per share
$
(2.45
)
 
 
 
$
16.99
 
 
$
(16.85
)
 
$
(7.33
)
 
$
(6.07
)
 
$
(0.60
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Shares Outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic
10,728,636
 
 
 
 
31,270,345
 
 
31,691,463
 
 
31,674,980
 
 
31,086,918
 
 
30,920,616
 
  Diluted
10,728,636
 
 
 
 
40,647,829
 
 
31,691,463
 
 
31,674,980
 
 
31,086,918
 
 
30,920,616
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data (at end of period):
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
85,585
 
 
 
 
 
 
$
66,084
 
 
$
86,183
 
 
$
121,309
 
 
$
100,007
 
Property and equipment
463,988
 
 
 
 
 
 
1,134,027
 
 
1,707,403
 
 
1,630,453
 
 
1,535,057
 
Total assets
705,010
 
 
 
 
 
 
1,396,769
 
 
2,047,379
 
 
2,228,880
 
 
2,260,496
 
Total debt, including current maturities
351,487
 
 
 
 
 
 
1,740,033
 
 
1,743,850
 
 
1,643,774
 
 
1,407,433
 
Noncontrolling interests
 
 
 
 
 
 
(159,639
)
 
6,925
 
 
64,892
 
 
125,395
 
Total equity (deficit)
198,810
 
 
 
 
 
 
(691,678
)
 
7,704
 
 
291,260
 
 
538,163
 
 
 
Item 7.    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 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. Factors that might cause actual results to differ include, but are not limited to, those discussed in the section entitled “Risk Factors” of this Report. 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.
 
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.
 
As noted above, we have agreed to sell Trump Marina to an affiliate of Landry's, which will acquire substantially all of the assets of, and assume certain liabilities related to, the business conducted at Trump Marina for an aggregate purchase price of $38 million, subject to a working capital adjustment at closing as provided in the Asset Purchase Agreement. The closing of the transaction is subject to the satisfaction of certain conditions, including receipt of approvals from New Jersey regulatory

25


authorities and other customary closing conditions. We currently expect the transaction to be consummated during the second quarter of 2011, but there can be no assurance as to when, or if, the transaction for the sale of Trump Marina will be consummated.
Basis of Presentation
For the purposes of management's discussion and analysis of financial condition and results of operations, we have combined the period from January 1, 2010 through July 15, 2010 (Predecessor Company) and the period from July 16, 2010 through December 31, 2010 (Reorganized Company) into the year ended December 31, 2010. This combination was performed as we believe it provides for the best comparison of our operating performance for the respective periods. Differences occurring in the periods which were caused by the financial statements being prepared on different bases of accounting are indicated in the following discussion of our financial condition and results of operations.
 
Financial Condition
 
Liquidity and Capital Resources
 
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 were 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”).
 
The Company continued 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, were significantly affected by the Chapter 11 Case. Our bankruptcy proceedings resulted in various restrictions on our activities, limitations on financing and a need to obtain Bankruptcy Court approval for various matters. Subsequent to the filing of the Chapter 11 Case, the Debtors were not permitted to make any payments on pre-petition liabilities without prior Bankruptcy Court approval. However, the Debtors were 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.
 
The filing of the Chapter 11 Case constituted an event of default and therefore triggered repayment obligations under the $493.3 million pre-petition first lien credit facility (as amended, the "2007 Credit Agreement") entered into by the Company on December 21, 2007 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.
 
On February 23, 2009, the Bankruptcy Court entered an order approving on an interim basis the terms pursuant to which the Debtors were 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 Consolidated Financial Statements, on December 24, 2009, as amended on January 5, 2010, the Debtors and the Ad Hoc Committee filed with the Bankruptcy Court a joint plan of reorganization under chapter 11 with respect to the Debtors and a disclosure statement relating thereto.
 
On May 7, 2010, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Supplemental Modified Sixth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code Proposed by the Debtors and the Ad Hoc Committee of Holders of 8.5% Senior Secured Notes Due 2015, as filed with the Bankruptcy Court, in final form, on May 7, 2010 (the “Plan of Reorganization”). The holders of claims under the 2007 Credit Agreement and the agent under the 2007 Credit Agreement appealed the Confirmation Order. That appeal was filed on May 17, 2010. The Company filed a motion to dismiss the appeal in the District Court on the grounds of equitable mootness as a result of the Plan of Reorganization becoming effective. The appeal was subsequently withdrawn pursuant to the Settlement Agreement described below.
 
Also on May 7, 2010, the Bankruptcy Court approved $45.0 million in debtor-in-possession financing for the Debtors (the “DIP Facilities”) in accordance with the terms and conditions of the $24.0 million Secured Debtor-In-Possession Facility (the “DIP Note Purchase Agreement”) and the $21.0 million Secured Supplemental Debtor-In-Possession Facility (the “Supplemental DIP Note Purchase Agreement”), by and among the Debtors, Wilmington Trust FSB, as administrative agent

26


under each of the DIP Note Purchase Agreement and the Supplemental DIP Note Purchase Agreement, and the respective lenders party to each of the DIP Note Purchase Agreement and the Supplemental DIP Note Purchase Agreement. The Company subsequently entered into the DIP Note Purchase Agreement on May 25, 2010, and advances in the amount of $10.0 million were made by the lenders thereunder on June 10, 2010.
 
On July 16, 2010 (the “Consummation Date”), the Plan of Reorganization became effective and the transactions contemplated by the Plan of Reorganization were consummated.
 
Pursuant to the Plan of Reorganization, on the Consummation Date, the following occurred:
 
•    
TER Holdings, TER and certain subsidiaries of TER (the “Subsidiary Guarantors”), each as reorganized pursuant to the Plan of Reorganization, entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) with Beal Bank, SSB, as collateral agent and administrative agent, and Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP and Icahn Partners Master Fund III LP (collectively, “Icahn Partners”), as initial lenders. The indebtedness under the Amended and Restated Credit Agreement represented term loans in the total principal amount, as of the Consummation Date, of approximately $356.4 million, of which, as of the Consummation Date, $334.0 million comprised the “Interest Bearing Component” and approximately $22.4 million comprised the “Non-Interest Component”;
 
•    
the Company entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) no later than 30 days after the Consummation Date, and to use its commercially reasonable efforts to cause to be declared effective by 60 days after the Consummation Date, a registration statement to register for resale the new common stock of the Company issued pursuant to the Plan of Reorganization and held by the Backstop Parties (as defined below) and other eligible holders of new common stock who elect to become parties thereto. In addition, pursuant to the Registration Rights Agreement, the Backstop Parties have piggyback registration rights and have agreed to certain limitations on their registration rights, including cutbacks and a holder standstill period;
 
•    
the Company and TER Holdings entered into an amended and restated services agreement (the “Services Agreement”) with Donald Trump (“Mr. Trump”) and Ivanka Trump (“Ms. Trump” and, together with Mr. Trump, the “Trump Parties”), which amends, restates and supersedes the previous services agreement entered into among the Company, TER Holdings and Mr. Trump in 2005;
 
•    
TER Holdings, the Company, and certain of its subsidiaries (collectively, the “Licensee Entities”) entered into a Second Amended and Restated Trademark License Agreement with the Trump Parties (the “Trademark License Agreement”), which amends, restates and supersedes the previous trademark license agreement among the Company, TER Holdings and Mr. Trump and provides that the Trump Parties grant the Licensee Entities a royalty-free license to use certain trademarks, service marks, names, domain names and related intellectual property associated with the name “Trump” and the Trump Parties (the “Trump Parties Intellectual Property”) in connection with TER Holdings' casino and gaming activities relating to the Company's three existing casino properties in Atlantic City, New Jersey (Trump Taj Mahal Casino Resort, Trump Plaza Hotel & Casino and Trump Marina Hotel & Casino), subject to certain terms and conditions. The Trademark License Agreement shall be in effect from the Consummation Date until terminated pursuant to the terms of the Trademark License Agreement, including upon 30 days notice by TER Holdings, failure to use the Licensed Marks (as defined in the Trademark License Agreement) for 90 days, a sale of all of the casino properties, the use by the Licensee Entities of any of the Trump Parties Intellectual Property in a manner inconsistent with the Trademark License Agreement or certain other defaults by the Licensee Entities of the terms and provisions therein;
 
•    
aggregate capital contributions of $225.0 million in new equity (in exchange for 7,500,000 shares of the Company's new common stock, or 70% of the Company's new common stock) were made pursuant to a rights offering to eligible holders of the Senior Notes and general unsecured claims (the “Rights Offering”), which was backstopped by members of the Ad Hoc Committee and/or their affiliates (the “Backstop Parties”) (who received 2,142,857 shares of the Company's new common stock, or 20% of the Company's new common stock, as a backstop fee in consideration for their agreement to provide such backstop commitment);
 
•    
the holders of claims under the 2007 Credit Agreement received, in full and final satisfaction of their claims, (i) $125.0 million in cash from the proceeds of the Rights Offering and (ii) the new Term Loans in the total principal amount of approximately $356.4 million on terms approved by the Bankruptcy Court as set forth in the Amended and Restated Credit Agreement;

27


 
•    
the DIP Note Purchase Agreement was canceled. All outstanding obligations under the DIP Note Purchase Agreement, consisting of $10.0 million of principal and $0.1 million of accrued interest, together with fees and expenses, were repaid with proceeds from the Rights Offering;
 
•    
pursuant to the terms of a plan support agreement (the “DJT Settlement Agreement”) dated as of November 16, 2009, entered into among the Trump Parties, The Trump Organization, ACE Entertainment Holdings, Inc. and each of their respective affiliates or entities under the control, directly or indirectly, of the Trump Parties (collectively, the “DJT Parties”), and certain holders of Senior Notes, and in exchange for the waiver of certain claims held by the Trump Parties against the Debtors, and in consideration of the Trump Parties entering into the Trademark License Agreement and the Services Agreement with certain of the Debtors, the Company issued to Mr. Trump (i) 535,714 shares of the Company's new common stock (representing 5% of the Company's new common stock), along with warrants (the “DJT Warrants”) to purchase up to an additional 535,714 shares of the Company's new common stock (representing 5% of the Company's new common stock), at an exercise price of $123.74 per share, subject to certain anti-dilution provisions. The DJT Warrants expire five years from the Consummation Date;
 
•    
the indebtedness evidenced by the Senior Notes and the indenture pursuant to which the Senior Notes were issued were canceled and a pro rata distribution of 535,714 shares of the Company's new common stock (representing 5% of the Company's new common stock) was made to holders of Senior Notes;
 
•    
general unsecured creditors will receive the lesser of (a) $0.0078 per dollar of the principal or face amount of allowed general unsecured claims or (b) such holder's pro rata share of $1.2 million;
 
•    
a cash distribution was made in an amount of $0.0012 per dollar of the principal or face amount of Senior Note claims or allowed general unsecured claims to those holders of Senior Notes (other than the Backstop Parties) and general unsecured creditors who were not eligible to participate in the Rights Offering or did not elect to subscribe for new common stock of the Company in the Rights Offering;
 
•    
there was no recovery for stockholders or any other holder of equity interests held prior to the Consummation Date, and all equity interests in the Company and all limited partnership interests in TER Holdings were canceled on the Consummation Date; and
 
•    
a new board of directors of the Company was appointed effective as of the Consummation Date.
 
On September 21, 2010, TER and certain of its subsidiaries (as reorganized, the “Reorganized Debtors”) entered into a Global Settlement Agreement (the “Settlement Agreement”), dated as of September 21, 2010, with Beal Bank, SSB (“Beal Bank”), in its capacity as administrative agent and collateral agent under the 2007 Credit Agreement and under the Amended and Restated Credit Agreement (as defined in the Settlement Agreement) and as a prior lender under the 2007 Credit Agreement, and Icahn Partners, pursuant to which the parties agreed to end all outstanding disputes and litigation between them relating to the Reorganized Debtors, the Debtors' Chapter 11 Case, and/or the Plan of Reorganization. A copy of the Settlement Agreement was attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 24, 2010. The description of the Settlement Agreement set forth below is not complete and is qualified in its entirety by the full text of such agreement.
 
On October 5, 2010, the Bankruptcy Court approved the Settlement Agreement. The settlement terms set forth in the Settlement Agreement became effective on October 6, 2010. Pursuant to the Settlement Agreement, all then-pending proceedings involving the parties arising from, relating to, or in any way connected with certain matters that were currently in litigation relating to the Plan of Reorganization (the “Litigation Matters”) were dismissed and/or withdrawn by the parties with prejudice.
 
Pursuant to the Settlement Agreement, as noted above, on October 6, 2010, the settlement terms set forth in the Settlement Agreement became effective in accordance with its terms, and the following occurred:
 
•    
the Amended and Restated Credit Agreement was deemed to be amended pursuant to a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”), as described below, the executed Third Amendment was released from escrow, and new promissory notes, giving effect to the Third Amendment, were issued under the Amended and Restated Credit Agreement, in substitution for the promissory notes originally issued on the Consummation Date;
 

28


•    
Beal Bank and the Icahn Parties executed and filed Stipulations of Dismissal with respect to the Litigation Matters relating to the Plan of Reorganization described above. Upon the filing of such Stipulations of Dismissal, the First Lien Lenders do not have any right or ability to pursue such litigation and the claims asserted therein were dismissed with prejudice. In return, the Reorganized Debtors do not have any right, ability or claim to recharacterize or impair any amounts paid or payable to the First Lien Lenders with respect to any amounts paid or payable on or prior to the Consummation Date pursuant to the Final Cash Collateral Order, the Plan of Reorganization, or the 2007 Credit Agreement;
 
•    
the First Lien Lenders agreed not to seek any prepayment premiums, penalties, or fees from the Debtors or the Reorganized Debtors arising under or resulting from the Plan of Reorganization or the transactions consummated pursuant to the Plan of Reorganization;
 
•    
the First Lien Lenders agreed to support the payment of all the Debtors' professional fees and expenses relating to the Chapter 11 Case, and the payment of any and all fees, costs and expenses, asserted in the fee application filed by the Ad Hoc Committee;
 
•    
the Reorganized Debtors paid $15.0 million to Icahn Partners, which satisfied any and all obligations of the Reorganized Debtors under the 2007 Credit Agreement to reimburse, advance or indemnify costs, fees, and expenses (including professional fees) incurred by the First Lien Lenders. Upon such payment, the First Lien Lenders released and discharged the Debtors and the Reorganized Debtors from and against any and all liabilities or obligations incurred by such parties; and
 
•    
each party mutually waived, released and discharged, each other party (among others) from all claims and proceedings arising from, related to, or in any way connected with the matters which were in litigation relating to the Plan of Reorganization and the Chapter 11 Case.
 
As stated above, pursuant to the Settlement Agreement, the parties agreed to amend the Amended and Restated Credit Agreement pursuant to the Third Amendment, which became effective (and was released from escrow) on October 6, 2010, the effective date of the Settlement Agreement. Under the Third Amendment, which by its terms was retroactive to July 16, 2010, the initial principal amount of the interest-bearing portion of the term loans under the Amended and Restated Credit Agreement as of the Consummation Date was increased from $334.0 million to $346.5 million, and the approximately $22.4 million non-interest portion of the initial principal amount of the term loans under the Amended and Restated Credit Agreement was eliminated in its entirety (and references to the non-interest portion of the term loans in the Amended and Restated Credit Agreement were deleted). As a result, the total principal amount outstanding under the Amended and Restated Credit Agreement decreased from $356.4 million to $346.5 million. The entire principal amount of the term loans under the Amended and Restated Credit Agreement bears interest at the fixed annual rate of 12%. The remaining terms of the Amended and Restated Credit Agreement remained unaltered except as otherwise required to implement the Settlement Agreement. The Third Amendment was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 13, 2010.
 
See Note 1 to our condensed consolidated financial statements for additional information regarding the transactions that occurred pursuant to the Plan of Reorganization.
 
Pursuant to the Registration Rights Agreement, on August 16, 2010, we filed a registration statement on Form S-1 with the SEC to cover the resale of the shares of common stock held by the Backstop Parties and certain other holders of common stock. This registration statement has not yet become effective. On March 30, 2011, the Registration Rights Agreement was amended to defer our obligation to register the shares of common stock held by the Backstop Parties and such other holders until April 15, 2012, subject to an earlier request from the Backstop Parties holding a majority of the common stock held by the Backstop Parties. In light of this amendment, we intend to withdraw the registration statement on Form S-1 that we filed on August 16, 2010 and we will defer submitting any application to have our common stock traded on a national securities exchange.
 
General. Cash flows from the operating activities of our casino properties constitute our primary source of liquidity. Currently, our liquidity and cash flow is affected by a variety of factors, many of which are outside of our control, including the current economic conditions, the tightened 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 income and 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 using our cash on hand.
 
We are operating in an extremely challenging business environment. Cash flows used in operating activities were $69.8

29


million during 2010 compared to cash flows provided by operations of $11.7 million during 2009. The decrease in our cash flow from operations was principally due to a decrease in gaming revenues and an increase in cash expenditures related to professional fees and expenses associated with our reorganization, partially offset by the receipt of $25.0 million in connection with a non-competition agreement, as described in Note 19 to our consolidated financial statements, and the receipt of $2.0 million upon release to us of the Additional Marina Deposit that was placed in escrow in connection with the Original Marina Agreement entered into with Coastal.
 
Cash flows used in investing activities were $5.5 million during 2010 compared to $26.4 million during 2009. Investing activities during 2010 include $14.3 million of proceeds related to certain CRDA investments, $9.3 million related to the purchase of CRDA investment obligations and capital expenditures of $5.7 million. Restricted cash increased $4.8 million in connection with the receipt of proceeds from the CRDA. Investing activities during 2009 included capital expenditures of $26.8 million, of which approximately $17.5 million related to the construction of the Chairman Tower, $10.6 million related to CRDA investment obligations and $8.2 million of proceeds related to certain CRDA investments. Restricted cash decreased $2.8 million during 2009 as cash collateral securing outstanding letters of credit was drawn.
 
Our financing activities during 2010 include (i) a $225.0 million capital contribution in connection with the Rights Offering, (ii) the repayment of $129.2 million of outstanding borrowings under our term loans, which included $127.5 million under the 2007 Credit Agreement, (iii) the repayment of $10.0 million of borrowings under the Initial DIP Note Purchase Agreement, which was drawn during June 2010 and used to fund operations through the Consummation Date, (iv) a $0.6 million cash distribution to holders of our Senior Notes pursuant to the Plan of Reorganization and (v) the repayment of $0.5 million of capital lease obligations. During 2009, our cash flows used in financing activities included repayments of $4.9 million of our outstanding term loan and $0.4 million of our capital lease obligations.
At December 31, 2010, we had $85.6 million in cash and cash equivalents and $29.4 million of cash which is restricted in use under the terms of the Amended and Restated Credit Agreement. Subsequent to December 31, 2010, we received $5.5 million in connection with a deed modification, as described in Note 20 to our consolidated financial statements. There was $344.8 million of borrowings outstanding under the Amended and Restated Credit Agreement as of December 31, 2010. On March 31, 2011, we repaid $10.9 million of borrowings under the Amended and Restated Credit Agreement.
 
Our ability to meet our operating and debt service obligations depends on a number of factors, including our existing cash on hand and cash flows generated by our operating subsidiaries. There can be no assurance that other sources of funds will be available to us, or if available, at terms favorable to us.
 
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.
 
Contractual obligations, as of December 31, 2010, mature as follows (in millions):
 
 
 
One year
and less
 
2-3
years
 
3-5
years
 
After 5
years
 
Total
Long-term debt
 
$
3.5
 
 
$
6.9
 
 
$
334.4
 
 
$
 
 
$
344.8
 
Interest on long-term debt
 
41.2
 
 
81.3
 
 
79.5
 
 
 
 
202.0
 
Capital leases
 
1.4
 
 
2.0
 
 
1.6
 
 
9.6
 
 
14.6
 
Operating leases
 
11.0
 
 
10.4
 
 
9.3
 
 
84.5
 
 
115.2
 
2008 NJSEA Subsidy Agreement (1)
 
1.5
 
 
 
 
 
 
 
 
1.5
 
Total
 
$
58.6
 
 
$
100.6
 
 
$
424.8
 
 
$
94.1
 
 
$
678.1
 
________________________________________
In addition to the contractual obligations disclosed in this table, we have unrecognized tax benefits that, based on uncertainties associated with the items, we are unable to make reasonably reliable estimates of the period of potential cash settlements, if any, with taxing authorities. See Note 6 to our Consolidated Financial Statements.
 
(1)    
Represents estimated amounts due under the 2008 NJSEA Subsidy Agreement as discussed in Note 17 to our Consolidated Financial Statements.
 
 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.

30


 

31


Results of Operations
 
The following analyses compare our results of operations for: (1) the year ended December 31, 2010 with our results of operations for the year ended December 31, 2009 and (2) the year ended December 31, 2009 with our results of operations for the year ended December 31, 2008. Our primary business activities are conducted by Trump Taj Mahal, Trump Plaza and Trump Marina.
 
Results of Operations for the Years Ended December 31, 2010 and 2009
 
The following table includes selected data of our casino properties and should be read with the following discussion of our results of operations.
 
 
 
Year Ended December 31,
2010
 
2009
(in millions)
Gaming revenues
 
 
 
 
Trump Taj Mahal
 
$
398.8
 
 
$
441.1
 
Trump Plaza
 
173.2
 
 
199.8
 
Trump Marina
 
146.0
 
 
160.5
 
Total
 
$
718.0
 
 
$
801.4
 
Net revenues
 
 
 
 
Trump Taj Mahal
 
$
397.5
 
 
$
439.6
 
Trump Plaza
 
173.0
 
 
196.7
 
Trump Marina
 
140.1
 
 
155.8
 
Total
 
$
710.6
 
 
$
792.1
 
Income (loss) from operations
 
 
 
 
Trump Taj Mahal
 
$
(1.4
)
 
$
26.8
 
Trump Plaza
 
(18.8
)
 
(355.3
)
Trump Marina
 
(20.1
)
 
(208.1
)
Corporate and other
 
(20.5
)
 
(18.9
)
Total
 
$
(60.8
)
 
$
(555.5
)
Depreciation and amortization
 
 
 
 
Trump Taj Mahal
 
$
30.8
 
 
$
40.7
 
Trump Plaza
 
6.8
 
 
9.6
 
Trump Marina
 
3.7
 
 
1.7
 
Corporate and other
 
0.2
 
 
0.1
 
Total
 
$
41.5
 
 
$
52.1
 
Net (gain) loss on reorganization related items and fresh start adjustments
 
 
 
 
Trump Taj Mahal
 
$
701.7
 
 
$
4.6
 
Trump Plaza
 
(38.9
)
 
2.3
 
Trump Marina
 
(12.5
)
 
 
Corporate and other
 
(1,391.9
)
 
30.6
 
Total
 
$
(741.6
)
 
$
37.5
 
Intangible and other asset impairment charges
 
 
 
 
Trump Taj Mahal
 
$
 
 
$
3.7
 
Trump Plaza
 
 
 
347.8
 
Trump Marina
 
 
 
205.2
 
Corporate and other
 
 
 
 
Total
 
$
 
 
$
556.7
 
 
Our 2010 operating results were negatively affected by various factors including the continuing effects of competition in adjoining states and a weakened economy.

32


 
In January 2010, table game legislation was signed into Pennsylvania law which allows for the installation of table games at Pennsylvania's authorized casinos. Pennsylvania table games became operational during July 2010. In addition, the first of two authorized Philadelphia casinos opened with 1,600 slot machines and 40 table games during late September 2010. Competition from the Pennsylvania casinos that are currently operational has adversely impacted Atlantic City casinos, including our casinos.
 
Gross Gaming Revenues—For the year ended December 31, 2010, gross gaming revenues in the Atlantic City market (as reported to the CCC) decreased 9.6% due to a 9.0% decrease in slot revenues and a 10.9% decrease in table game revenues compared to the year ended December 31, 2009. For the year ended December 31, 2010, we experienced a 10.6% decrease in overall gross gaming revenues comprised of an 8.4% decrease in slot revenues and a 15.0% decrease in table game revenues compared to the prior year.
 
CRDA Transactions. During 2010, we recognized $9.3 million of non-cash expense to record the investments donated pursuant to the CRDA Transactions at their net realizable value of $9.6 million. Of the $9.3 million of expense recognized, $4.8 million related to Trump Taj Mahal, $2.6 million related to Trump Plaza and $1.9 million related to Trump Marina.
 
Severance Costs. During September 2010, we announced that the employment agreement with Mark Juliano, our former Chief Executive Officer would be terminated in accordance with, and to the extent provided by, its terms. Mr. Juliano was entitled to severance pursuant to the terms of his employment agreement in accordance with provisions thereof that applied following a "change of control" of the Company. In addition, due to the continuation of declining gaming revenues and an increasingly competitive market, we significantly reduced our workforce as part of a cost containment strategy during the fourth quarter of 2010. In connection with the termination of Mr. Juliano and the reduction in workforce, we incurred approximately $7.6 million in severance costs during the period from July 16, 2010 through December 31, 2010. Such amount is included in general and administrative expenses during 2010.
 
Net (Gain) Loss on Reorganization Related Items and Fresh Start Adjustments. On July 16, 2010, the Plan of Reorganization became effective. Reorganization (income) expense during 2010 included (i) cancellation of indebtedness income related to the cancellation of the Senior Notes and accrued interest thereon, (ii) a reduction in the principal balance outstanding under the 2007 Credit Agreement, (iii) fresh start reporting adjustments to record our assets and liabilities at their estimated fair values and (iv) professional fees and other expenses associated with the reorganization.
 
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. During 2009, 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.
 
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. We recognized intangible asset impairment charges related to Trump Taj Mahal and Trump Plaza trademarks totaling $20.5 million during 2009.
 
A discussion of each of our properties’ operating results for the year ended December 31, 2010 compared to December 31, 2009 follows:
 
Trump Taj Mahal—Gaming revenues decreased $42.3 million (9.6%) due to a $25.3 million decrease in table games revenue, a $14.2 million decrease in slot revenue and a $2.8 million decrease in poker revenue. The decrease in table games revenue was due to a 13% decrease in amounts wagered and a decrease in table hold percentage. Slot revenue decreased principally due to a 4% decrease in slot handle. Net revenues decreased $42.1 million due to the decrease in gaming revenues and a $1.5 million increase in promotional allowances partially offset by a $2.6 million increase in cash rooms, food and beverage and other revenue.
 
Loss from operations was $1.4 million during 2010 compared to income from operations of $30.5 million before a non-cash asset impairment charge during 2009. The decrease in income from operations was due to the decrease in net revenues partially offset by a $10.2 million decrease in operating expenses. Total operating expenses decreased principally due to: a $9.9 million decrease in depreciation expense due to the write-down of property and equipment in connection with fresh start reporting; a $5.5 million decrease in provisions for doubtful accounts; a $4.2 million decrease in gaming taxes and regulatory fees, principally due to the lower gaming revenues; a $4.0 million decrease in payroll and related costs and a $1.9 million decrease in insurance costs. These decreases were partially offset by: a $6.3 million increase in expense related to CRDA investments, principally due to the CRDA Transaction and the receipt of CRDA investment proceeds during 2009, which

33


resulted in a $1.7 million reduction in expense during 2009; a $2.5 million increase in utility costs; a $2.0 million increase in promotional expenses; a $1.6 million increase in property taxes; a $1.4 million increase in severance costs and a $1.0 million increase in general and administrative costs.
 
Trump Plaza—Net revenues decreased $23.7 million (12.0%) principally due to a $26.6 million decrease in gaming revenues partially offset by a $4.4 million decrease in promotional allowances. Gaming revenues decreased due to a $17.5 million decrease in slot revenue and a $9.1 million decrease in table games revenue. Slot revenue decreased principally due to an 11% decrease in slot handle. The decrease in table games revenue was due to a 24% decrease in table game play partially offset by an increase in table hold percentage.
 
Loss from operations was $18.8 million during 2010 compared to a loss from operations of $7.5 million before non-cash asset impairment charges during 2009. The decrease in net revenues was partially offset by a $12.4 million decrease in operating expenses. The decrease in operating expenses was primarily attributable to: a $5.5 million decrease in payroll and related costs; a $4.7 million decrease in promotional expenses; a $2.8 million decrease in depreciation expense, principally due to a reduction in the depreciable basis of long-lived assets as a result of impairment charges recorded during the second quarter of 2009 partially offset by an increase in property and equipment in connection with fresh start reporting; a $2.5 million decrease in gaming taxes and regulatory fees, principally due to the lower gaming revenues and a $0.8 million decrease in general and administrative expenses. These decreases were offset by a $2.9 million increase in expense related to CRDA investments principally due to the CRDA Transaction and a $0.5 million increase in severance costs.
 
Trump Marina—Net revenues decreased $15.7 million (10.1%) principally due to a $14.5 million decrease in gaming revenues and a $0.9 million decrease in cash rooms and food and beverage revenue. Gaming revenues decreased due to a $11.3 million decrease in slot revenue and a $3.2 million decrease in table games revenue. The decrease in slot revenue was principally due to an 11% decrease in slot handle. Table games revenue decreased due to a decrease in table hold percentage and a 3% decrease in amounts wagered.
 
Loss from operations was $20.1 million during 2010 compared to loss from operations of $2.9 million before non-cash asset impairment charges during 2009. The increase in loss from operations was due to the decrease in net revenues and a $1.5 million increase in operating expenses. The increase in operating expenses was principally due to: a $2.2 million increase in expense related to CRDA investments, principally due to the CRDA Transaction; a $2.1 million increase in depreciation expense, primarily due to the classification of Trump Marina's property and equipment as held for sale during a portion of 2009; a $1.1 million increase in utility costs and a $0.5 million increase in severance costs. These increases were partially offset by a $2.6 million decrease in payroll and related costs, a $1.4 million decrease in gaming taxes due to the lower gaming revenues and a $0.8 million decrease in promotional expenses.
Corporate and Other—Corporate and other expenses excluding reorganization expenses increased $1.6 million principally due to a $3.0 million increase in severance costs and a $1.6 million increase in legal fees partially offset by a $1.1 million decrease in stock-based compensation expense, a $0.9 million decrease in amounts accrued under the previous services agreement with Mr. Trump and a $0.8 million decrease in insurance costs.
 
Interest Income—Interest income was $1.4 million during 2010 compared to $1.6 million during 2009 due to lower average invested cash and cash equivalents and interest rates.
 
Interest Expense—Interest expense was $44.9 million during 2010 compared to $131.9 million during 2009. The lower interest expense during 2010 reflects the substantial reduction of indebtedness pursuant to the Plan of Reorganization. In addition, we ceased recording contractual interest expense on the Senior Notes on October 7, 2009.
 
Provision for Income Taxes - There was no provision for income taxes during 2010. Pursuant to the Plan of Reorganization, on the Consummation Date, the Company realized cancellation of indebtedness income, and as a result, is required to reduce certain tax attributes such as NOLs and the tax basis of its assets. The Company anticipates a full reduction of its federal NOL carryforwards as a result of the realized cancellation of indebtedness income effective January 1, 2011 pursuant to the applicable provisions of the Internal Revenue Code. The reduction of tax attributes and the application of Section 382 of the Internal Revenue Code, as a result of the ownership change occurring on the Consummation Date, will limit future tax attributes and could result in increased future tax liabilities for the Company.
 

34


Results of Operations for the Years Ended December 31, 2009 and 2008
 
The following table includes selected data of our casino properties and should be read with the following discussion of our results of operations.
 
 
Year Ended December 31,
2009
 
2008
(in millions)
Gaming revenues
 
 
 
Trump Taj Mahal
$
441.1
 
 
$
476.7
 
Trump Plaza
199.8
 
 
258.8
 
Trump Marina
160.5
 
 
201.3
 
Total
$
801.4
 
 
$
936.8
 
Net revenues
 
 
 
Trump Taj Mahal
$
439.6
 
 
$
460.7
 
Trump Plaza
196.7
 
 
252.8
 
Trump Marina
155.8
 
 
194.5
 
Total
$
792.1
 
 
$
908.0
 
Income (loss) from operations
 
 
 
Trump Taj Mahal
$
26.8
 
 
$
(42.7
)
Trump Plaza
(355.3
)
 
4.4
 
Trump Marina
(208.1
)
 
(62.0
)
Corporate and other
(18.9
)
 
(76.1
)
Total
$
(555.5
)
 
$
(176.4
)
Depreciation and amortization
 
 
 
Trump Taj Mahal
$
40.7
 
 
$
36.7
 
Trump Plaza
9.6
 
 
18.9
 
Trump Marina
1.7
 
 
6.8
 
Corporate and other
0.1
 
 
0.7
 
Total
$
52.1
 
 
$
63.1
 
Net loss on reorganization related items
 
 
 
Trump Taj Mahal
$
4.6
 
 
$
 
Trump Plaza
2.3
 
 
 
Corporate and other
30.6
 
 
1.4
 
Total
$
37.5
 
 
$
1.4
 
Intangible and other asset impairment charges
 
 
 
Trump Taj Mahal
$
3.7
 
 
$
90.3
 
Trump Plaza
347.8
 
 
5.4
 
Trump Marina
205.2
 
 
63.6
 
Corporate and other
 
 
48.4
 
Total
$
556.7
 
 
$
207.7
 
 
Our operating results during 2009 were affected by various factors including the effects of gaming competition in Pennsylvania and New York and continued weakness in the economy.
 
Gross Gaming Revenues - During 2009, the Atlantic City market experienced a decrease in gross gaming revenues for the third consecutive year. For the year ended December 31, 2009, gross gaming revenues in the Atlantic City market (as reported to the CCC) decreased 13.2% due to a 13.1% decrease in slot revenues and a 13.5% decrease in table game revenues compared to the year ended December 31, 2008. For the year ended December 31, 2009, we experienced a 14.5% decrease in overall gross gaming revenues comprised of a 14.0% decrease in slot revenues and a 15.5% decrease in table game revenues compared to the prior year.
 

35


Impairment Charges - As a result of the negative effects of the aforementioned factors on our operating results, we recognized intangible asset impairment charges totaling $20.5 million and $162.7 million during the years ended December 31, 2009 and 2008, respectively.
 
Based upon the results of our long-lived asset impairment testing, we recorded impairment charges totaling $536.2 million related to Trump Plaza's and Trump Marina's long-lived assets during the year ended December 31, 2009. During the year ended December 31, 2008, we recognized a $45.0 million estimated loss on disposal to record Trump Marina's long-lived assets at their estimated fair value less costs to sell in connection with entering into the Marina Amendment.
 
A discussion of each of our properties' operating results for the year ended December 31, 2009 compared to December 31, 2008 follows:
Trump Taj Mahal - Net revenues decreased $21.1 million principally due to a $35.6 million decrease in gaming revenues partially offset by a $5.5 million decrease in gaming promotional offers and a $9.0 million increase in cash rooms, food and beverage and other revenue. The decrease in gaming revenues was due to a $21.3 million decrease in slot revenue and a $14.3 million decrease in table games and other gaming revenue. The decrease in slot revenue resulted from an 8.6% decrease in slot handle. Table games revenue decreased due to both a decrease in table game play and hold percentage.
 
Before consideration of intangible asset impairment charges during 2009 and 2008, income from operations decreased $17.1 million due to the decrease in net revenues partially offset by a $4.0 million decrease in operating costs and expenses. Total operating costs and expenses decreased principally due to: a $5.5 million decrease in electricity and thermal energy costs; a $4.7 million decrease in gaming taxes; a $3.5 million decrease in promotional expenses; a $3.5 million decrease in advertising costs; and a $2.4 million decrease in marketing and entertainment costs. These decreases were partially offset by: a $4.9 million increase in property taxes, resulting from the assessment of the Chairman Tower; a $4.0 million increase in depreciation expense, principally due to depreciation expense associated with the Chairman Tower; a $2.7 million increase in expense recognized in association with the New Jersey Sports and Exposition Authority subsidy agreement; a $2.1 million increase in benefit costs and a $1.5 million increase in insurance costs.
 
Trump Plaza - Net revenues decreased $56.1 million principally due to a $59.0 million decrease in gaming revenues and a $3.9 million decrease in cash rooms, food and beverage and other revenue partially offset by a $6.8 million decrease in gaming promotional offers. The decrease in gaming revenues was due to a $35.0 million decrease in slot revenue and a $24.0 million decrease in table games revenue. The decrease in slot revenue was principally due to a 20.4% decrease in slot handle. Table games revenue decreased due to a 20.0% decrease in table game play and a significant decrease in hold percentage.
Before consideration of non-cash impairment charges, income from operations decreased $17.3 million as the $56.1 million decrease in net revenues was partially offset by a $38.8 million decrease in operating costs and expenses. The decline in operating expenses was primarily attributable to: a $9.3 million decrease in depreciation expense due to the long-lived asset impairment charges recorded during the second quarter of 2009; an $8.1 million decrease in payroll and related costs; a $5.8 million decrease in gaming taxes due to lower gaming revenues; a $4.8 million decrease in marketing and entertainment expenses; a $4.0 million decrease in general and administrative expenses; a $3.4 million decrease in utility costs; and a $2.9 million decrease in costs of food, beverage and other sales.
Trump Marina - Net revenues decreased $38.7 million principally due to a $40.8 million decrease in gaming revenues and a $4.4 million decrease in cash rooms, food and beverage and other revenue partially offset by a $6.5 million decrease in gaming promotional offers. Gaming revenues decreased due to a $29.4 million decrease in slot revenue and an $11.4 million decrease in table games revenue. The decrease in slot revenue was principally due to a 20.7% decrease in slot handle. Table games revenue decreased due to a 26.5% decrease in table game play partially offset by an increase in hold percentage.
Before consideration of non-cash impairment charges, income from operations decreased $4.5 million due to the decrease in net revenues partially offset by a $34.2 million decrease in operating costs and expenses. The decrease in operating expenses was principally due to: a $7.3 million decrease in promotional expenses; a $6.9 million decrease in payroll and related costs; a $5.1 million decrease in depreciation expense principally due to the long-lived asset impairment charges recorded during the second quarter of 2009; a $4.0 million decrease in gaming taxes; a $3.4 million decrease in marketing and entertainment costs; a $3.1 million decrease in utility costs; a $2.9 million decrease in cost of goods sold; and a $1.8 million decrease in general and administrative expenses.
Corporate and Other - Corporate and other expenses excluding transaction costs and intangible asset impairment charges associated with the Original Marina Agreement in 2008, decreased $3.5 million principally due to decreases in legal fees, stock-based compensation expense and payroll and related costs partially offset by an increase in insurance costs.

36


Interest Income - Interest income was $1.6 million during 2009 compared to $4.6 million during 2008 due to lower average invested cash and cash equivalents and interest rates.
Interest Expense - Interest expense was $131.9 million during 2009 compared to $132.5 million during 2008. Given the unlikelihood of any recovery of interest expense related to the Senior Notes in connection with our reorganization, we ceased recording contractual interest expense on the Senior Notes on October 7, 2009, the date on which the Bankruptcy Court approved both the Original Debtors' Disclosure Statement and the AHC Disclosure Statement. The lower interest expense recognized on the outstanding principal amount of Senior Notes of approximately $24.8 million was partially offset by (i) higher average borrowings outstanding under the 2007 Credit Agreement, (ii) a 2% increase in the interest rate on amounts outstanding under the 2007 Credit Agreement due to the event of default, (iii) an $8.5 million decrease in capitalized interest as a result of the completion of the Chairman Tower and (iv) the accrual of default interest related to the past due interest payments on the Senior Notes through October 7, 2009.
Provision for Income Taxes - We recorded an income tax benefit related to our continuing operations of $8.3 million and $12.5 million during 2009 and 2008, respectively, reflecting the impact of a reduction in our net deferred tax liabilities as a result of intangible asset impairment charges and the portion of the long-lived asset impairment charges relating to land.
 
Critical Accounting Estimates
 
General—Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require our management to make estimates and assumptions about the effects of matters that are inherently uncertain. Of our accounting estimates, we believe the following may involve a higher degree of judgment and complexity.
 
Property and Equipment—Our operations are capital intensive and we make capital investments at each of our properties in the form of maintenance capital and, from time to time, expansion and product enhancement capital. At December 31, 2010, we had approximately $464.0 million of net property and equipment recorded on our balance sheet. We depreciate our assets on a straight-line basis over their estimated useful lives. The estimates of the useful lives are based on the nature of the assets as well as our current operating strategy. Future events such as property expansions, new competition and new regulations, could result in a change in the manner in which we use certain assets requiring a change in the estimated useful lives of such assets. In assessing the recoverability of the carrying value of property and equipment, we must make assumptions regarding estimated future cash flows and other factors. If these estimates or the related assumptions change in the future, we may be required to record additional impairment charges for these assets.
 
Intangible Assets—We have approximately $8.7 million of intangible assets recorded on our balance sheet at December 31, 2010. We regularly evaluate our businesses for potential impairment indicators. Additionally, we perform impairment testing at least annually or more frequently if indicators of impairment exist. Our judgments regarding the existence of impairment indicators are based on, among other things, pending sales of assets, the regulatory and competitive status, operational performance of each of our businesses and financial market valuations of conditions surrounding our business entities and the gaming industry. Future events, such as the failure to meet or exceed our operating plans, increased competition, the enactment of increased gaming or tax rates or changes in market valuations could significantly impact our judgments and any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.
 
Trump ONE Liability—Our unified player’s program, Trump ONE, allows customers to accumulate certain point-based rewards based on the volume of their gaming activity. Trump ONE customers may earn “comp dollars” redeemable for complimentary food, beverage and retail items and “cash-back points” which are redeemable in cash. Comp dollars and cash-back points accumulate over time and may be redeemed at the customer’s discretion under the terms of the program. Comp dollars and cash-back points are forfeited if a customer does not redeem earned rewards over a specified period of time. As a result of the ability of the customer to accumulate comp dollars and cash-back points, we accrue the associated expense, after giving effect to estimated forfeitures, as they are earned. At December 31, 2010, $3.5 million was accrued related to comp dollars and $0.9 million was accrued related to cash-back points earned under this program. Our accruals could be significantly affected if estimated forfeitures vary from historical levels or changes occur in the cost of providing complimentary food, beverage and retail items under the Trump ONE program. Management reviews our accruals for adequacy at the end of each reporting period.
 
Insurance Accruals—Our insurance policies for employee health, workers’ compensation and general patron liabilities have significant deductible levels on an individual claim basis. We accrue a liability for known workers’ compensation and general patron liabilities based upon a review of individual claims. Additionally, we accrue an amount for incurred but not

37


reported claims based on our historical experience and other factors. Our employee health insurance benefit accrual is based on our historical claims experience rate including an estimated lag factor. These accruals involve complex estimates and could be significantly affected should current claims vary from historical levels. Management reviews our insurance accruals for adequacy at the end of each reporting period.
 
Income Taxes—We are subject to income taxes in the United States and in several states. We account for income taxes, including our current and deferred tax provisions in accordance with ASC 740—“Income Taxes.” The calculation of our income tax provision is complex and requires the use of estimates. Management reviews our provision for income taxes at the end of each reporting period. Additionally, our income tax returns are subject to examination by various taxing authorities. We regularly assess the potential outcomes of these examinations in determining the adequacy of our provision for income taxes and our income tax liabilities. Inherent in our determination of any necessary reserves are assumptions based on past experiences and judgments about potential actions by taxing authorities. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We believe we have adequately provided for any reasonable and foreseeable outcome related to uncertain tax matters. When actual results of tax examinations differ from our estimates, we adjust the income tax provision in the period in which the examination issues are settled.
 
Inflation
 
There was no significant impact on operations as a result of inflation during 2010, 2009 or 2008.
 
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
 
Market risk is the risk of loss arising from adverse changes in market rates and prices, including interest rates, foreign currency exchange rates and commodity rates.
 
The following table provides information about our debt obligations existing as of December 31, 2010. The following table presents principal cash flows and interest rates by expected maturity date of our debt obligations, except capitalized lease obligations.
 
(Dollars in millions)
 
2011
 
2012
 
2013
 
2014
 
2015
 
Thereafter
 
Total
Fixed rate debt maturities
 
$
3.5
 
 
$
3.5
 
 
$
3.5
 
 
$
3.5
 
 
$
330.8
 
 
$
 
 
$
344.8
 
Average interest rate
 
12.0
%
 
12.0
%
 
12.0
%
 
12.0
%
 
12.0
%
 
 
 
 
 
The interest rate on our outstanding long-term debt is fixed at 12% per annum; therefore our risk related to fluctuations in interest rates is limited.

38


Item 8. Financial Statements and Supplementary Data
 
The following consolidated financial statements are included in this Report:
 
Report of Independent Registered Public Accounting Firm
 
Consolidated Balance Sheets of Trump Entertainment Resorts, Inc. as of December 31, 2010 (Reorganized Company) and December 31, 2009 (Predecessor Company)
 
Consolidated Statements of Operations of Trump Entertainment Resorts, Inc. for the period from July 16, 2010 through December 31, 2010 (Reorganized Company), the period from January 1, 2010 through July 15, 2010 and the years ended December 31, 2009 and 2008 (Predecessor Company)
 
Consolidated Statements of Equity (Deficit) of Trump Entertainment Resorts, Inc. for the period from July 16, 2010 through December 31, 2010 (Reorganized Company), the period from January 1, 2010 through July 15, 2010 and the years ended December 31, 2009 and 2008 (Predecessor Company)
 
Consolidated Statements of Cash Flows of Trump Entertainment Resorts, Inc. for the period from July 16, 2010 through December 31, 2010 (Reorganized Company), the period from January 1, 2010 through July 15, 2010 and the years ended December 31, 2009 and 2008 (Predecessor Company)
 
Notes to Consolidated Financial Statements
 
Financial Statement Schedules
 
Schedule II—Trump Entertainment Resorts, Inc. Valuation and Qualifying Accounts for the period from July 16, 2010 through December 31, 2010 (Reorganized Company), the period from January 1, 2010 through July 15, 2010 and the years ended December 31, 2009 and 2008 (Predecessor Company)
 
 

39


Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Shareholders of
Trump Entertainment Resorts, Inc.
We have audited the accompanying consolidated balance sheets of Trump Entertainment Resorts, Inc. as of December 31, 2010 (Reorganized Company) and 2009 (Predecessor Company) and the related consolidated statements of operations, equity (deficit) and cash flows for the periods from July 16, 2010 through December 31, 2010 (Reorganized Company), January 1, 2010 through July 15, 2010 (Predecessor Company) and for the years ended December 31, 2009 and 2008 (Predecessor Company). Our audits also included the financial statement schedule listed in the index at Item 15.  These financial statements and schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Trump Entertainment Resorts, Inc. as of December 31, 2010 (Reorganized Company) and 2009 (Predecessor Company), and the consolidated results of its operations and its cash flows for the periods from July 16, 2010 through December 31, 2010 (Reorganized Company) and January 1, 2010 through July 15, 2010 (Predecessor Company), and for the years ended December 31, 2009 and 2008 (Predecessor Company), in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, on May 7, 2010, the Bankruptcy Court entered an order confirming the plan of reorganization, which became effective on July 16, 2010. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with Accounting Standards Codification 852-10, Reorganizations, for the Reorganized Company as a new entity with assets, liabilities and a capital structure having carrying amounts not comparable with prior periods as described in Note 1. 
/s/ Ernst & Young LLP
 
Philadelphia, Pennsylvania
March 31, 2011
 
 

40


TRUMP ENTERTAINMENT RESORTS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 
 
Reorganized Company
 
 
 
Predecessor Company
 
 
December 31,
 
 
 
December 31,
 
 
2010
 
 
 
2009
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
85,585
 
 
 
 
$
66,084
 
Accounts receivable, net of allowance for doubtful accounts of $6,481 and $39,791, respectively
 
22,203
 
 
 
 
31,890
 
Accounts receivable, other
 
3,891
 
 
 
 
5,136
 
Property taxes receivable
 
3,983
 
 
 
 
3,981
 
Inventories
 
3,672
 
 
 
 
5,033
 
Deferred income taxes
 
556
 
 
 
 
2,293
 
Prepaid expenses and other current assets
 
13,621
 
 
 
 
17,431
 
Total current assets
 
133,511
 
 
 
 
131,848
 
 
 
 
 
 
 
 
Net property and equipment
 
463,988
 
 
 
 
1,134,027
 
 
 
 
 
 
 
 
Other assets:
 
 
 
 
 
 
Restricted cash
 
29,375
 
 
 
 
 
Intangible assets, net of accumulated amortization of $5,116 in 2009
 
8,700
 
 
 
 
35,113
 
Property taxes receivable
 
9,244
 
 
 
 
12,585
 
CRDA investments, net of reserve of $1,154 and $33,092, respectively
 
38,647
 
 
 
 
57,783
 
Other assets
 
21,545
 
 
 
 
25,413
 
Total other assets
 
107,511
 
 
 
 
130,894
 
Total assets
 
$
705,010
 
 
 
 
$
1,396,769
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Current maturities of long-term debt
 
$
4,119
 
 
 
 
$
661
 
Accounts payable
 
40,862
 
 
 
 
28,887
 
Accrued payroll and related expenses
 
24,338
 
 
 
 
22,358
 
Income taxes payable
 
8,348
 
 
 
 
8,348
 
Accrued interest payable
 
13,690
 
 
 
 
11,310
 
Self-insurance reserves
 
16,369
 
 
 
 
17,290
 
Other current liabilities
 
31,166
 
 
 
 
30,903
 
Total current liabilities
 
138,892
 
 
 
 
119,757
 
 
 
 
 
 
 
 
Liabilities subject to compromise
 
 
 
 
 
1,890,608
 
 
 
 
 
 
 
 
Long-term debt, net of current maturities
 
347,368
 
 
 
 
6,570
 
Deferred income taxes
 
556
 
 
 
 
47,523
 
Other long-term liabilities
 
19,384
 
 
 
 
23,989
 
 
 
 
 
 
 
 
Equity (deficit):
 
 
 
 
 
 
Preferred stock:
 
 
 
 
 
 
$.001 par value; 2,000,000 shares authorized, no shares issued and outstanding
 
 
 
 
 
 
$1 par value; 1,000,000 shares authorized, no shares issued and outstanding
 
 
 
 
 
 
Common stock:
 
 
 
 
 
 
$.001 par value; 20,000,000 shares authorized, 10,714,286 shares issued and outstanding
 
11
 
 
 
 
 
$.001 par value; 75,000,000 shares authorized, 31,270,345 shares issued and outstanding
 
 
 
 
 
31
 
Class B Common stock (Predecessor Company), $0.001 par value; 1,000 shares
 
 
 
 
 
 
authorized, 900 shares issued and outstanding
 
 
 
 
 
 
Additional paid-in capital
 
225,047
 
 
 
 
467,787
 
Accumulated deficit
 
(26,248
)
 
 
 
(999,857
)
Noncontrolling interest in subsidiaries
 
 
 
 
 
(159,639
)
Total equity (deficit)
 
198,810
 
 
 
 
(691,678
)
Total liabilities and equity (deficit)
 
$
705,010
 
 
 
 
$
1,396,769
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.

41


TRUMP ENTERTAINMENT RESORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
 
Reorganized Company
 
 
 
Predecessor Company
 
Period From
 
 
 
Period From
 
 
 
 
 
July 16, 2010
 
 
 
January 1,
 
 
 
 
 
Through
 
 
 
2010 Through
 
 
 
 
 
December 31,
 
 
 
July 15,
 
Year Ended December 31,
 
2010
 
 
 
2010
 
2009
 
2008
Revenues:
 
 
 
 
 
 
 
 
 
Gaming
$
324,772
 
 
 
 
$
393,206
 
 
$
801,397
 
 
$
936,761
 
Rooms
45,378
 
 
 
 
49,382
 
 
93,299
 
 
87,336
 
Food and beverage
46,775
 
 
 
 
50,583
 
 
99,364
 
 
111,857
 
Other
21,401
 
 
 
 
20,520
 
 
42,893
 
 
44,251
 
 
438,326
 
 
 
 
513,691
 
 
1,036,953
 
 
1,180,205
 
Less promotional allowances
(118,123
)
 
 
 
(123,324
)
 
(244,804
)
 
(272,197
)
Net revenues
320,203
 
 
 
 
390,367
 
 
792,149
 
 
908,008
 
Costs and expenses:
 
 
 
 
 
 
 
 
 
Gaming
172,758
 
 
 
 
203,450
 
 
406,179