Edgar Filing: TRUMP ENTERTAINMENT RESORTS, INC.

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2006

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

TRUMP ENTERTAINMENT RESORTS, INC.

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

TRUMP ENTERTAINMENT RESORTS FUNDING, INC.

(Exact name of registrant as specified in its charter)


DELAWARE	1-13794	13-3818402
DELAWARE	33-90786	13-3818407
DELAWARE	33-90786-01	13-3818405
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Boardwalk at Virginia Avenue

Atlantic City, New Jersey 08401

(609) 449-6515

(Address, including zip code, and telephone number, including area code, of principal executive offices)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:


Registrant		Title of Each Class
Trump Entertainment Resorts, Inc.		Common Stock, par value $0.001 per share
Trump Entertainment Resorts Holdings, L.P.		None
Trump Entertainment Resorts Funding, Inc.		None

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Trump Entertainment Resorts, Inc.


Large Accelerated Filer ¨		Accelerated Filer x		Non-Accelerated Filer ¨

Trump Entertainment Resorts Holdings, L.P.


Large Accelerated Filer ¨		Accelerated Filer ¨		Non-Accelerated Filer x

Trump Entertainment Resorts Funding, Inc.


Large Accelerated Filer ¨		Accelerated Filer ¨		Non-Accelerated Filer x

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Sections 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 ¨

As of August 7, 2006, there were 30,952,329 shares of common stock and 900 shares of class B common stock (having a voting equivalency of 9,377,484 shares of common stock) of Trump Entertainment Resorts, Inc. outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

TRUMP ENTERTAINMENT RESORTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands except share and per share data)


	Reorganized Company
	June 30, 2006			December 31, 2005
	(unaudited)
Current assets:
Cash and cash equivalents	$	152,850		$	228,554
Restricted cash		46,070			45,005
Accounts receivable, net		34,811			36,024
Accounts receivable, other		10,485			9,716
Inventories		11,541			10,716
Deferred income taxes		2,289			2,289
Prepaid expenses and other current assets		20,152			12,178

Total current assets		278,198			344,482

Net property and equipment		1,485,090			1,463,142

Other assets:
Intangible assets, net		205,448			206,345
Goodwill		230,136			238,045
Deferred financing costs, net		18,637			20,725
Other assets, net		59,806			57,024

Total other assets		514,027			522,139

Total assets	$	2,277,315		$	2,329,763

Current liabilities:
Accounts payable	$	25,497		$	38,739
Accrued payroll and related expenses		29,806			26,553
Income taxes payable		32,596			36,765
Partnership distribution payable		—			3,041
Accrued interest payable		13,154			11,517
Self-insurance reserves		13,539			12,398
Other current liabilities		40,399			43,145
Current maturities of long-term debt		20,321			30,007

Total current liabilities		175,312			202,165

Long-term debt, net of current maturities		1,399,052			1,407,952
Deferred income taxes		144,352			144,352
Other long-term liabilities		17,392			18,428
Minority Interest		126,269			129,708

Stockholders’ equity:
Preferred stock, $1 par value; 1,000,000 shares authorized, -0- shares issued and outstanding		—			—
Common stock, $.001 par value; 75,000,000 shares authorized at June 30, 2006 and December 31, 2005, 30,952,329 issued and outstanding at June 30, 2006, and 27,177,696 issued and outstanding at December 31, 2005		31			27
Class B Common stock, $0.001 par value; 1,000 shares authorized, 900 shares issued and outstanding		—			—
Additional paid-in capital		456,092			453,659
Accumulated deficit		(41,185	)		(26,528	)

Total stockholders’ equity		414,938			427,158

Total liabilities and stockholders’ equity	$	2,277,315		$	2,329,763

See accompanying notes to condensed consolidated financial statements

TRUMP ENTERTAINMENT RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share and per share data)


	Reorganized Company						Predecessor Company
	Three Months Ended June 30, 2006			For the Period From May 20, 2005 Through June 30, 2005			For the Period From April 1, 2005 Through May 19, 2005
	(unaudited)			(unaudited)			(unaudited)
Revenues:
Gaming	$	272,915		$	124,276		$	141,865
Rooms		19,145			8,728			9,908
Food and beverage		30,585			15,240			16,647
Other		10,044			5,068			4,606

		332,689			153,312			173,026
Less promotional allowances		(76,663	)		(37,457	)		(42,824	)

Net revenues		256,026			115,855			130,202

Costs and expenses:
Gaming		122,738			58,876			66,107
Rooms		7,816			3,178			3,722
Food and beverage		11,162			5,203			5,588
General and administrative		71,910			28,888			31,572
General and administrative-related party		658			8,385			235
Depreciation and amortization		17,322			6,015			12,744
Reorganization expense (income) and related costs		—			1,930			(31,637	)

		231,606			112,475			88,331

Income from operations		24,420			3,380			41,871

Non-operating income (expense):
Interest income		2,909			222			392
Interest expense		(32,592	)		(14,622	)		(31,878	)
Other non-operating income, net		—			65			(65	)

		(29,683	)		(14,335	)		(31,551	)

(Loss) income before income taxes, minority interest, discontinued operations and extraordinary item		(5,263	)		(10,955	)		10,320
Provision for income taxes		(1,339	)		(711	)		(711	)
Minority interest		1,668			2,742			—

(Loss) income from continuing operations		(4,934	)		(8,924	)		9,609

Income from discontinued operations:
Trump Indiana		—			2,151			138,047
Provision for income taxes		—			(441	)		(20,811	)
Minority interest		—			(402	)		—

Income from discontinued operations		—			1,308			117,236

(Loss) income before extraordinary item		(4,934	)		(7,616	)		126,845
Extraordinary gain on extinguishment of debt		—			—			196,932

Net (loss) income	$	(4,934	)	$	(7,616	)	$	323,777

Continuing operations	$	(0.16	)	$	(0.29	)	$	0.32
Discontinued operations		—			0.04			3.92
Extraordinary gain on extinguishment of debt		—			—			6.59

Basic net (loss) income per share	$	(0.16	)	$	(0.25	)	$	10.83

Continuing operations	$	(0.16	)	$	(0.29	)	$	0.22
Discontinued operations		—			0.04			2.68
Extraordinary gain on extinguishment of debt		—			—			4.49

Diluted net (loss) income per share	$	(0.16	)	$	(0.25	)	$	7.39

Weighted average shares outstanding:
Basic		30,986,181			30,520,249			29,904,764
Diluted		30,986,181			30,520,249			43,823,487

See accompany notes to condensed consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except share and per share data)


	Reorganized Company						Predecessor Company
	Six Months Ended June 30, 2006			For the Period From May 20, 2005 Through June 30, 2005			For the Period From January 1, 2005 Through May 19, 2005
	(unaudited)			(unaudited)
Revenues:
Gaming	$	520,859		$	124,276		$	398,409
Rooms		36,233			8,728			26,360
Food and beverage		57,191			15,240			44,198
Other		17,797			5,068			12,809

		632,080			153,312			481,776
Less promotional allowances		(138,456	)		(37,457	)		(117,337	)

Net revenues		493,624			115,855			364,439

Costs and expenses:
Gaming		239,197			58,876			186,545
Rooms		15,372			3,178			9,805
Food and beverage		20,332			5,203			13,767
General and administrative		140,739			28,888			92,957
General and administrative-related party		1,320			8,385			775
Depreciation and amortization		33,932			6,015			35,753
Reorganization expense (income) and related costs		—			1,930			(25,967	)

		450,892			112,475			313,635

Income from operations		42,732			3,380			50,804

Non-operating income (expense):
Interest income		5,858			222			836
Interest expense		(65,071	)		(14,622	)		(86,862	)
Other non-operating income, net		—			65			—

		(59,213	)		(14,335	)		(86,026	)

Loss before income taxes, minority interest, discontinued operations and extraordinary item		(16,481	)		(10,955	)		(35,222	)
Provision for income taxes		(2,831	)		(711	)		(2,074	)
Minority interest		4,655			2,742			—

Loss from continuing operations		(14,657	)		(8,924	)		(37,296	)

Income from discontinued operations:
Trump Indiana		—			2,151			142,959
Provision for income taxes		—			(441	)		(24,211	)
Minority interest		—			(402	)		—

Income from discontinued operations		—			1,308			118,748

(Loss) income before extraordinary item		(14,657	)		(7,616	)		81,452
Extraordinary gain on extinguishment of debt		—			—			196,932

Net (loss) income	$	(14,657	)	$	(7,616	)	$	278,384

Continuing operations	$	(0.48	)	$	(0.29	)	$	(1.25	)
Discontinued operations		—			0.04			3.97
Extraordinary gain on extinguishment of debt		—			—			6.59

Basic net (loss) income per share	$	(0.48	)	$	(0.25	)	$	9.31

Continuing operations	$	(0.48	)	$	(0.29	)	$	(1.25	)
Discontinued operations		—			0.04			3.97
Extraordinary gain on extinguishment of debt		—			—			6.59

Diluted net (loss) income per share	$	(0.48	)	$	(0.25	)	$	9.31

Weighted average shares outstanding:
Basic		30,857,259			30,520,249			29,904,764
Diluted		30,857,259			30,520,249			29,904,764

See accompany notes to condensed consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands, except share data)


	Shares		Common Stock		Shares	Class B Common Stock		Additional Paid-in Capital			Accumulated (Deficit)			Total Stockholders’ Equity
Reorganized Company:
Balance, December 31, 2005	27,177,696		$	27	900	$	—	$	453,659		$	(26,528	)	$	427,158
Warrants converted	3,377,553			3	—		—		(3	)		—			—
Restricted stock compensation expense net of minority interest of $706	—			—	—		—		2,296			—			2,296
Issuance of restricted stock, net	433,889			1	—		—		(1	)		—			—
Other	(36,809	)		—	—		—		141			—			141
Net (loss)	—			—	—		—		—			(14,657	)		(14,657	)

Balance, June 30, 2006	30,952,329		$	31	900	$	—	$	456,092		$	(41,185	)	$	414,938

See accompanying notes to condensed consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)


	Reorganized Company						Predecessor Company
	Six Months Ended June 30, 2006			For the Period From May 20, 2005 Through June 30, 2005			For the Period From January 1, 2005 Through May 19, 2005
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(14,657	)	$	(7,616	)	$	278,384
Adjustments to reconcile net (loss) income to net cash flows provided by (used in) operating activities:
Non-cash reorganization (income) expense, net		—			—			(210,117	)
Deferred and non-cash charge in lieu of income taxes		475			—			—
Minority interest in net (loss) income		(4,655	)		(2,340	)		—
Extraordinary gain on extinguishment of debt		—			—			(196,932	)
Depreciation and amortization		33,932			7,443			38,486
Amortization of deferred financing costs		1,311			282			665
Provisions for losses on receivables		2,214			560			1,445
Stock-based compensation expense		3,002			—			—
Compensatory stock warrants		—			8,000			—
Other		1,762			(384	)		2,512
Changes in operating assets and liabilities:
(Increase) decrease receivables		(1,518	)		2,155			546
(Increase) decrease in inventories		(825	)		200			(485	)
Increase in other current assets		(7,974	)		(5,012	)		(2,143	)
Decrease (increase) in other assets		1,558			(2,466	)		(842	)
Decrease in due to affiliates, net		—			(698	)		(538	)
(Decrease) increase in accounts payable, accrued expenses and other current liabilities		(9,148	)		(5,909	)		60,847
Increase (decrease) in accrued interest payable		1,637			(71,830	)		68,866
(Decrease) increase in other long-term liabilities		(1,036	)		(198	)		3,835

Net cash flows provided by (used in) operating activities including discontinued operations		6,078			(77,813	)		44,529

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net		(54,223	)		(17,816	)		(39,033	)
Increase in restricted cash		(1,065	)		—			—
Other		(6,424	)		(1,376	)		(6,115	)

Net cash flows used in investing activities		(61,712	)		(19,192	)		(45,148	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from revolving credit facility, net		—			10,000			—
Borrowings from term loan		—			150,000			—
Repayments of term loan		(750	)		—			—
Borrowings from (repayment of) DIP facility, net		—			(53,958	)		18,172
Repayment of other long-term debt		(17,093	)		(3,196	)		—
Repayment of long-term debt subject to compromise		—			—			(13,439	)
Payment of deferred financing costs		—			(9,929	)		(2,926	)
Contributed capital from reorganization		—			55,000			—
Cash distributions to noteholders and stockholders		—			(41,120	)		—
Partnership distributions		(2,680	)		—			—
Other		453			—			—

Net cash flows (used in) provided by financing activities		(20,070	)		106,797			1,807

Net (decrease) increase in cash and cash equivalents		(75,704	)		9,792			1,188
Cash and cash equivalents at beginning of period		228,554			106,454			105,266

Cash and cash equivalents at end of period	$	152,850		$	116,246		$	106,454

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	62,388		$	86,173		$	16,129
Cash paid for income taxes		525			2,211			6,014
Equipment purchased under capital leases		277			—			122
Debt of Reorganized Company issued in exchange for debt and accrued interest of Predecessor Company		(1,020	)		1,250,000			—
Stock and minority interest of Reorganized Company issued in exchange for debt and accrued interest of Predecessor Company		—			527,300			—

See accompanying notes to condensed consolidated financial statements

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)


	Reorganized Company
	June 30, 2006			December 31, 2005
	(unaudited)
Current assets:
Cash and cash equivalents	$	151,957		$	228,550
Restricted cash		46,070			45,005
Accounts receivable, net		34,811			36,024
Accounts receivable, other		10,485			9,716
Inventories		11,541			10,716
Deferred income taxes		904			904
Prepaid expenses and other current assets		20,152			12,178

Total current assets		275,920			343,093

Net property and equipment		1,485,090			1,463,142

Other assets:
Intangible assets, net		205,448			206,345
Goodwill		131,380			139,289
Deferred financing costs, net		18,637			20,725
Other assets, net		59,806			57,024

Total other assets		415,271			423,383

Total assets	$	2,176,281		$	2,229,618

Current liabilities:
Accounts payable	$	25,497		$	38,739
Accrued payroll and related expenses		29,806			26,553
Income taxes payable		32,596			36,765
Accrued partner distributions		—			3,041
Accrued interest payable		13,154			11,517
Self-insurance reserves		13,539			12,398
Other current liabilities		40,399			43,145
Current maturities of long-term debt		20,321			30,007

Total current liabilities		175,312			202,165

Long-term debt, net of current maturities		1,399,052			1,407,952
Deferred income taxes		39,224			39,224
Other long-term liabilities		17,388			18,424

Partners’ capital
Partners’ capital		592,635			590,012
Accumulated deficit		(47,330	)		(28,159	)

Total partners’ capital		545,305			561,853

Total liabilities and partners’ capital	$	2,176,281		$	2,229,618

See accompanying notes to condensed consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)


	Reorganized Company						Predecessor Company
	Three Months Ended June 30, 2006			For the Period From May 20, 2005 Through June 30, 2005			For the Period From April 1, 2005 Through May 19, 2005
	(unaudited)			(unaudited)			(unaudited)
Revenues:
Gaming	$	272,915		$	124,276		$	141,865
Rooms		19,145			8,728			9,908
Food and beverage		30,585			15,240			16,647
Other		10,044			5,068			4,606

		332,689			153,312			173,026
Less promotional allowances		(76,663	)		(37,457	)		(42,824	)

Net revenues		256,026			115,855			130,202

Costs and expenses:
Gaming		122,738			58,876			66,107
Rooms		7,816			3,178			3,722
Food and beverage		11,162			5,203			5,588
General and administrative		71,910			28,888			31,572
General and administrative-related party		658			8,385			235
Depreciation and amortization		17,322			6,015			12,744
Reorganization expense (income) and related costs		—			1,930			(31,637	)

		231,606			112,475			88,331

Income from operations		24,420			3,380			41,871

Non-operating income (expense):
Interest income		2,901			222			392
Interest expense		(32,592	)		(14,622	)		(31,878	)
Other non-operating income, net		—			65			(65	)

		(29,691	)		(14,335	)		(31,551	)

(Loss) income before income taxes, minority interest, discontinued operations and extraordinary item		(5,271	)		(10,955	)		10,320
Provision for income taxes		(1,339	)		(711	)		(711	)
Minority interest		150			—			—

(Loss) income from continuing operations		(6,460	)		(11,666	)		9,609

Income from discontinued operations:
Trump Indiana		—			2,151			138,047
Provision for income taxes		—			(441	)		(20,811	)

Income from discontinued operations		—			1,710			117,236

(Loss) income before extraordinary item		(6,460	)		(9,956	)		126,845
Extraordinary gain on extinguishment of debt		—			—			196,932

Net (loss) income	$	(6,460	)	$	(9,956	)	$	323,777

See accompany notes to condensed consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands)


	Reorganized Company						Predecessor Company
	Six Months Ended June 30, 2006			For the Period From May 20, 2005 Through June 30, 2005			For the Period From January 1, 2005 Through May 19, 2005
	(unaudited)			(unaudited)
Revenues:
Gaming	$	520,859		$	124,276		$	398,409
Rooms		36,233			8,728			26,360
Food and beverage		57,191			15,240			44,198
Other		17,797			5,068			12,809

		632,080			153,312			481,776
Less promotional allowances		(138,456	)		(37,457	)		(117,337	)

Net revenues		493,624			115,855			364,439

Costs and expenses:
Gaming		239,197			58,876			186,545
Rooms		15,372			3,178			9,805
Food and beverage		20,332			5,203			13,767
General and administrative		140,739			28,888			92,957
General and administrative-related party		1,320			8,385			775
Depreciation and amortization		33,932			6,015			35,753
Reorganization expense (income) and related costs		—			1,930			(25,967	)

		450,892			112,475			313,635

Income from operations		42,732			3,380			50,804

Non-operating income (expense):
Interest income		5,849			222			836
Interest expense		(65,071	)		(14,622	)		(86,862	)
Other non-operating income, net		—			65			—

		(59,222	)		(14,335	)		(86,026	)

Loss before income taxes, minority interest, discontinued operations and extraordinary item		(16,490	)		(10,955	)		(35,222	)
Provision for income taxes		(2,831	)		(711	)		(2,074	)
Minority interest		150			—			—

Loss from continuing operations		(19,171	)		(11,666	)		(37,296	)

Income from discontinued operations:
Trump Indiana		—			2,151			142,959
Provision for income taxes		—			(441	)		(24,211	)

Income from discontinued operations		—			1,710			118,748

(Loss) income before extraordinary item		(19,171	)		(9,956	)		81,452
Extraordinary gain on extinguishment of debt		—			—			196,932

Net (loss) income	$	(19,171	)	$	(9,956	)	$	278,384

See accompany notes to condensed consolidated financial statements.

TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(unaudited, in thousands)


	Partners’ Capital			Accumulated (Deficit)			Total Partners’ Capital
Reorganized Company:
Balance, December 31, 2005	$	590,012		$	(28,159	)	$	561,853
Restricted stock compensation expense		3,002			—			3,002
Partnership distributions		(379	)					(379	)
Net loss		—			(19,171	)		(19,171	)

Balance, June 30, 2006	$	592,635		$	(47,330	)	$	545,305

See accompanying notes to consolidated financial statements.

TRUMP ENTERTAINMENT HOLDINGS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)


	Reorganized Company						Predecessor Company
	Six Months Ended June 30, 2006			For the Period From May 20, 2005 Through June 30, 2005			For the Period From January 1, 2005 Through May 19, 2005
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(19,171	)	$	(9,956	)	$	278,384
Adjustments to reconcile net (loss) income to net cash flows provided by (used in) operating activities:
Non-cash reorganization (income) expense, net		—			—			(210,117	)
Deferred and non-cash charge in lieu of income taxes		475			—			—
Minority interest in net (loss) income		(150	)		—			—
Extraordinary gain on extinguishment of debt		—			—			(196,932	)
Depreciation and amortization		33,932			7,443			38,486
Amortization of deferred financing costs		1,311			282			665
Provisions for losses on receivables		2,214			560			1,445
Stock-based compensation expense		3,002			—			—
Compensatory stock warrants		—			8,000			—
Other		1,763			(384	)		2,512
Changes in operating assets and liabilities:
(Increase) decrease in receivables		(1,518	)		2,155			546
(Increase) decrease in inventories		(825	)		200			(485	)
Increase in other current assets		(7,974	)		(5,012	)		(2,143	)
Decrease (increase) in other assets		1,558			(2,466	)		(842	)
Decrease in due to affiliates, net		—			(698	)		(538	)
(Decrease) increase in accounts payable, accrued expenses and other current liabilities		(9,148	)		(5,905	)		60,847
Increase (decrease) in accrued interest payable		1,637			(71,830	)		68,866
(Decrease) increase in other long-term liabilities		(1,036	)		(202	)		3,835

Net cash flows provided by (used in) operating activities including discontinued operations		6,070			(77,813	)		44,529

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net		(54,223	)		(17,816	)		(39,033	)
Increase in restricted cash		(1,065	)		—			—
Other		(6,424	)		(1,376	)		(6,115	)

Net cash flows used in investing activities		(61,712	)		(19,192	)		(45,148	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from revolving credit facility, net		—			10,000			—
Borrowings from term loan		—			150,000			—
Repayments of term loan		(750	)		—			—
Repayment of (borrowings from) DIP facility, net		—			(53,958	)		18,172
Repayment of other long-term debt		(17,093	)		(3,196	)		—
Repayment of long-term debt subject to compromise		—			—			(13,439	)
Payment of deferred financing costs		—			(9,929	)		(2,926	)
Contributed capital from reorganization		—			55,000			—
Partnership distributions		(3,420	)		—			—
Cash distributions to noteholders and stockholders		—			(41,120	)		—
Other		312			—			—

Net cash flows (used in) provided by financing activities		(20,951	)		106,797			1,807

Net (decrease) increase in cash and cash equivalents		(76,593	)		9,792			1,188
Cash and cash equivalents at beginning of period		228,550			106,450			105,262

Cash and cash equivalents at end of period	$	151,957		$	116,242		$	106,450

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	62,388		$	86,173		$	16,129
Cash paid for income taxes		525			2,211			6,014
Equipment purchased under capital leases		277			—			122
Debt of Reorganized Company issued in exchange for debt and accrued interest of Predecessor Company		(1,020	)		1,250,000			—
Stock and minority interest of Reorganized Company issued in exchange for debt and accrued interest of Predecessor Company		—			527,300			—

See accompanying notes to condensed consolidated financial statements

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, in thousands, except share and per share data)

(1) Organization, Reorganization and Emergence from Chapter 11 and Basis of Presentation

Organization - The accompanying consolidated financial statements include those of Trump Entertainment Resorts, Inc. (formerly known as Trump Hotels & Casino Resorts, Inc.), a Delaware corporation (“TER” or the “Company”) and our subsidiaries. Except where otherwise noted, the words “we,” “us,” “our” and similar terms, as well as “Company,” refer to Trump Entertainment Resorts, Inc. and all of its subsidiaries. Our majority-owned subsidiary, Trump Entertainment Resorts Holdings, L.P. (formerly known as Trump Hotels & Casino Resorts Holdings, L.P.), a Delaware limited partnership and its respective subsidiaries are referred to as “TER Holdings.” Through TER Holdings and its wholly owned subsidiaries we own and operate the Trump Taj Mahal Casino Resort (“Trump Taj Mahal”), Trump Plaza Hotel and Casino (“Trump Plaza”) and Trump Marina Hotel Casino (“Trump Marina”) in Atlantic City, New Jersey. Until December 21, 2005, we also owned and operated a riverboat casino in Gary, Indiana. During September 2005, TER Keystone Development Co., LLC (“TER Keystone”) was formed by TER Holdings to pursue a gaming license in Philadelphia, Pennsylvania.

TER currently beneficially owns an approximately 76.5% profits interest in TER Holdings, as both a general and limited partner, and Donald J. Trump (“Mr. Trump”) owns directly and indirectly an approximately 23.5% profits interest in TER Holdings, as a limited partner. Mr. Trump’s limited partnership interests are exchangeable at Mr. Trump’s option into 9,377,484 shares of TER’s Common Stock, par value $0.001 per share (the “TER Common Stock”) (subject to certain adjustments), which, if exchanged, would give Mr. Trump ownership of an aggregate of approximately 26.3% of the TER Common Stock (including shares currently held directly by Mr. Trump) or approximately 28.8% assuming currently exercisable warrants held by Mr. Trump were exercised. Mr. Trump also holds 900 shares of TER’s Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”). The Class B Common Stock has the voting equivalency of the 9,377,484 shares of TER Common Stock for which his limited partnership interests in TER Holdings may be exchanged, and generally votes on all matters with the TER Common Stock as a single class. The Class B Common Stock is redeemable at par to the extent that Mr. Trump exchanges his limited partnership interests in TER Holdings for TER Common Stock and is not entitled to receive any dividends.

Reorganization and Emergence from Chapter 11 - On November 21, 2004, our predecessor, Trump Hotels & Casino Resorts, Inc. and its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”), as part of a prearranged plan of reorganization. While in bankruptcy, the Debtors continued to manage their properties and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court.

On April 5, 2005, the Bankruptcy Court entered an order confirming the Second Amended and Restated Joint Plan of Reorganization, dated as of March 30, 2005, of the Debtors, as amended (the “Plan”). The Plan became effective on May 20, 2005 (the “Effective Date”), at which time all material conditions to the Plan were satisfied and the Debtors emerged from Chapter 11. Our Annual Report on Form 10-K for the year ended December 31, 2005 as filed with the Securities and Exchange Commission (the “SEC”) contains disclosures regarding the reorganization, including fresh-start accounting, reorganization expense (income) and related costs, $8.0 million in 10 year warrants issued to Mr. Trump and the extraordinary gain on extinguishment of debt recorded by our Predecessor Company.

Basis of Presentation - The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC and in accordance with accounting principles generally accepted in the United States of America for interim financial reporting. Accordingly, certain information and note disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States have been condensed or omitted. The accompanying condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented, have been made. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended

December 31, 2005 as filed with the SEC and all of our other filings, including Current Reports on Form 8-K, filed with the SEC after such date and through the date of this report, available on the SEC’s website at www.sec.gov or our website at www.trumpcasinos.com.

The condensed consolidated financial statements include our accounts and those of our controlled subsidiaries and partnerships. We have eliminated all significant intercompany transactions. We view each casino property as an operating segment and all such operating segments have been aggregated into one reporting segment.

Our discontinued operations include the results of Trump Indiana, which was sold on December 21, 2005. Net revenues for Trump Indiana were $19,216, $15,612 and $52,160 for the period from April 1, 2005 through May 19, 2005, the period from May 20, 2005 through June 30, 2005 and the period from January 1, 2005 through May 19, 2005, respectively. Included in income from discontinued operations is an allocation of interest expense based on Trump Indiana’s nonrelated party debt assumed by the purchaser of Trump Indiana of $14, $23 and $17 for the period from April 1, 2005 through May 19, 2005, the period from May 20, 2005 through June 30, 2005 and the period from January 1, 2005 through May 19, 2005, respectively. Included in income from discontinued operations for the period from January 1, 2005 to May 19, 2005 is $134,750 of net reorganization gain.

From the filing of the Chapter 11 petition to the Effective Date, our Predecessor Company operated as debtors-in-possession under the jurisdiction of the Bankruptcy Court. Accordingly, the consolidated financial statements for periods from the filing of the Chapter 11 petition through the emergence from Chapter 11, were prepared in accordance with the American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (“SOP 90-7”). SOP 90-7 required the reporting of pre-petition liabilities subject to compromise separately on the balance sheet at an estimate of the amount ultimately allowable by the Bankruptcy Court. SOP 90-7 also required separate reporting of certain expenses relating to the Debtors’ Chapter 11 filings as reorganization items.

Upon emergence from Chapter 11, we adopted fresh-start reporting in accordance with SOP 90-7. Under fresh-start reporting, a new entity was deemed to have been created for financial reporting purposes and the recorded amounts of assets and liabilities were adjusted to reflect their estimated fair values. The term “Predecessor Company” refers to the Company and its subsidiaries for periods prior to and including May 19, 2005, and the term “Reorganized Company” refers to the Company and its subsidiaries for periods on and subsequent to May 20, 2005.

As a result of the adoption of fresh-start reporting, the Reorganized Company’s post-emergence financial statements are generally not comparable with the financial statements of the Predecessor Company prior to its emergence from bankruptcy, including the historical financial statements included in this report. Due to the adoption of fresh-start reporting, the Predecessor Company and Reorganized Company financial statements are prepared on different bases.

Under the terms of the Predecessor Company’s Reorganization Plan (the “Plan”), any of the Reorganized Company’s Senior Secured Notes, cash, common stock or Class A Warrants issued to the Plan’s disbursing agent and not distributed as of May 20, 2006, revert to the Reorganized Company. As of May 20, 2006, undistributed amounts included $1,020 in Senior Secured Notes, $414 in cash and 36,809 shares of TER Common Stock. Goodwill has been reduced by $1,434 and our Senior Secured Notes have been reduced by $1,020 reflecting this provision.

(2) Long-Term Debt

Long-term debt consists of the following:


	Reorganized Company
	June 30, 2006		December 31, 2005
Long-term debt:
Senior Secured Credit Facility:
Senior Secured Line of Credit, expires May 20, 2010 interest payable at least quarterly at either LIBOR or prime plus a margin	$	—	$	—
Term Loan, matures May 20, 2012, interest and principal payments due quarterly at either LIBOR and/or prime plus a margin (8.03% at June 30, 2006)		148,500		149,250

		148,500		149,250
Senior Secured Notes, due June 1, 2015, interest payable semi-annually at 8.5%, first interest payment due December 1, 2005		1,248,980		1,250,000
Other:
Capitalized lease obligations, payments due at various dates from 2006 through 2009, secured by slot and other equipment, interest at 4.3% to 20.0%		21,893		38,709

Total long-term debt		1,419,373		1,437,959
Less: current maturities		20,321		30,007

Long-term debt, less current maturities	$	1,399,052	$	1,407,952

Senior Secured Credit Facility - On May 20, 2005, we and TER Holdings entered into an agreement for a $500,000 senior secured credit facility (the “Credit Facility”) with a group of lenders. Pursuant to the Credit Facility, as amended, the lenders have agreed to provide TER Holdings (i) a revolving credit facility in the amount of $200,000, (ii) a single-draw term loan facility in the amount of $150,000, which was drawn on the Effective Date, and (iii) a delayed draw term loan facility in the amount of $150,000, which may be drawn in multiple borrowings through November 20, 2006. The Credit Facility also includes a sub-facility for letters of credit in an amount of up to $70,000. At June 30, 2006, we have outstanding letters of credit of $40,000 under the Credit Facility.

Proceeds from the term loans may be utilized to (i) pay off amounts outstanding under the debtor-in-possession financing, which occurred on the Effective Date, (ii) fund the construction of a new tower at the Trump Taj Mahal, (iii) pay fees and expenses in connection with our restructuring, and (iv) provide for ongoing working capital and general corporate needs; provided that $150,000 of the term loan is restricted to fund construction of a new tower at the Trump Taj Mahal. The Credit Facility may be used to fund ongoing working capital requirements of TER Holdings and its subsidiaries and other general corporate purposes. The revolving credit facility matures on May 20, 2010. The term loan matures on May 20, 2012, and must be repaid during the final year of such loans in equal quarterly amounts, subject to amortization of approximately 1.0% per year prior to the final year.

Borrowings under the Credit Facility are secured by a first priority security interest on substantially all the assets of TER Holdings and its subsidiaries. TER Holdings’ obligations under the Credit Facility are guaranteed by us and each of our direct and indirect subsidiaries except TER Keystone. We and our subsidiaries are subject to a number of affirmative and negative covenants and must comply with certain financial covenants. Such financial covenants include maintenance of a leverage ratio of 8.75 to 1, a lien coverage ratio of 2.25 to 1 and an interest coverage ratio of 1.35 to 1. We were in compliance with such covenants as of June 30, 2006.

Senior Secured Notes - On the Effective Date, TER Holdings and its wholly owned finance subsidiary, Trump Entertainment Resorts Funding, Inc. (“TER Funding”) issued $1,250,000 of Senior Secured Notes (“Senior Notes”). These Senior Notes were used to pay distributions under the Plan. The Senior Notes due June 1, 2015, bear interest at 8.5% per annum. $1,020 of the Senior Secured Notes were returned to us under the terms of the Predecessor Company’s Bankruptcy Plan and retired on May 20, 2006.

$730,000 of the aggregate principal amount of the Senior Notes is nonrecourse to the issuers and to the partners of TER Holdings (the “Qualified Portion”). $520,000 of the aggregate principal amount of the Senior Notes is recourse to the issuers and to TER, in its capacity as general partner of TER Holdings (the “Non-Qualified Portion”).

The Non-Qualified Portion and Qualified Portion are recalculated on a periodic basis no less frequently than annually based on certain tax considerations, provided that in no event will the Qualified Portion exceed $730,000 in aggregate principal amount of Senior Notes.

TER Holdings and TER Funding are co-issuers of the Senior Notes. All other subsidiaries of TER Holdings, except TER Keystone, are guarantors (the “Guarantors”) of the Senior Notes on a joint and several basis.

The Senior Notes are senior obligations of the issuers and are guaranteed on a senior basis by the Guarantors and rank senior in right of payment to the issuers’ and Guarantors’ future subordinated indebtedness. Notwithstanding the foregoing, because amounts borrowed under the Credit Facility are secured by substantially all the assets of the issuers and the Guarantors on a priority basis, the Senior Notes and the guarantees thereof are effectively subordinated to amounts borrowed under the Credit Facility.

The Senior Notes are secured by substantially all of our real property and incidental personal property, subject to liens securing amounts borrowed under the Credit Facility and certain permitted prior liens. The issuers and Guarantors of the Senior Notes are subject to certain covenants under the indenture governing the Senior Notes. Under these covenants, TER Holdings and the Guarantors are subject to limitations on the incurrence of additional indebtedness and payment of dividends.

Our various debt agreements restrict the ability of TER and its subsidiaries to make distributions or pay dividends unless certain financial ratios are achieved and to make distributions from TER Holdings to TER.

(3) Earnings Per Share

The computation of basic and diluted (loss) earnings per share is as follows:


	Reorganized Company						Predecessor Company
(in thousands, except share and per share data)	Three Months Ended June 30, 2006			For the Period From May 20, 2005 Through June 30, 2005			For the Period From April 1, 2005 Through May 19, 2005
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations	$	(4,934	)	$	(8,924	)	$	9,609
Income from discontinued operations		—			1,308			117,236
Extraordinary gain on extinguishment of debt		—			—			196,932

Net (loss) income	$	(4,934	)	$	(7,616	)	$	323,777

Denominator:
Denominator for basic earnings per share -
Weighted average shares outstanding including Class A Warrants		30,986,181			30,520,249			29,904,764
Effect of dilutive securities (computed using the treasury stock method):
Redeemable partnership interest in TER Holdings and Class B Common stock		—			—			13,918,723

Denominator for diluted earnings per share - adjusted weighted-average shares		30,986,181			30,520,249			43,823,487

Basic net (loss) income per share:
Continuing operations	$	(0.16	)	$	(0.29	)	$	0.32
Discontinued operations		—			0.04			3.92
Extraordinary gain on extinguishment of debt		—			—			6.59

Net (loss) income	$	(0.16	)	$	(0.25	)	$	10.83

Diluted (loss) income per share:
Continuing operations	$	(0.16	)	$	(0.29	)	$	0.22
Discontinued operations		—			0.04			2.68
Extraordinary gain on extinguishment of debt		—			—			4.49

Net (loss) income	$	(0.16	)	$	(0.25	)	$	7.39


	Reorganized Company						Predecessor Company
(in thousands, except share and per share data)	Six Months Ended June 30, 2006			For the Period From May 20, 2005 Through June 30, 2005			For the Period From January 1, 2005 Through May 19, 2005
Numerator for basic and diluted earnings per share:
(Loss) income from continuing operations	$	(14,657	)	$	(8,924	)	$	(37,296	)
Income from discontinued operations		—			1,308			118,748
Extraordinary gain on extinguishment of debt		—			—			196,932

Net (loss) income	$	(14,657	)	$	(7,616	)	$	278,384

Denominator:
Denominator for basic earnings per share -
Weighted average shares outstanding including Class A Warrants		30,857,259			30,520,249			29,904,764
Effect of dilutive securities (computed using the treasury stock method):
Redeemable partnership interest in TER Holdings and Class B Common stock		—			—			—

Denominator for diluted earnings per share - adjusted weighted-average shares		30,857,259			30,520,249			29,904,764

Basic net (loss) income per share:
Continuing operations	$	(0.48	)	$	(0.29	)	$	(1.25	)
Discontinued operations		—			0.04			3.97
Extraordinary gain on extinguishment of debt		—			—			6.59

Net (loss) income	$	(0.48	)	$	(0.25	)	$	9.31

Diluted (loss) income per share:
Continuing operations	$	(0.48	)	$	(0.29	)	$	(1.25	)
Discontinued operations		—			0.04			3.97
Extraordinary gain on extinguishment of debt		—			—			6.59

Net (loss) income	$	(0.48	)	$	(0.25	)	$	9.31

Potentially dilutive common shares excluded from the computation of diluted (loss) earnings per share due to anti-dilution are as follows:


	Reorganized Company		Predecessor Company
(in thousands, except share and per share data)	Three Months Ended June 30, 2006	For the Period From May 20, 2005 Through June 30, 2005	For the Period From April 1, 2005 Through May 19, 2005
Potentially dilutive common shares:
Class B Common stock	9,377,484	9,377,484	—
Ten year warrants	1,446,706	1,446,706	—
Employee stock options	300,000	—	2,474,500

Total	11,124,190	10,824,190	2,474,500


	Reorganized Company		Predecessor Company
(in thousands, except share and per share data)	Six Months Ended June 30, 2006	For the Period From May 20, 2005 Through June 30, 2005	For the Period From January 1, 2005 Through May 19, 2005
Potentially dilutive common shares:
Class B Common stock	9,377,484	9,377,484	13,918,723
Ten year warrants	1,446,706	1,446,706	—
Employee stock options	300,000	—	2,474,500

Total	11,124,190	10,824,190	16,393,223

The minority interest recorded in our statement of operations would be added to our net income to calculate diluted earnings per share should the Class B Common Stock become dilutive.

The shares attributable to our Class A Warrants are considered outstanding for both basic and diluted earnings per share, for all periods from May 20, 2005 through May 20, 2006 (date shares were issued) as there were no events precluding their eventual issuance.

(4) Stock-based Compensation Plans

Reorganized Company -

Our shareholders approved the 2005 Incentive Award Plan (the “2005 Stock Plan”) allowing for incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights, performance shares and other stock-based awards to our officers, employees, consultants and independent directors. A total of 4,000,000 shares of Common Stock has been reserved for the issuance of awards available for grant under the 2005 Stock Plan.

In accordance with the provisions of FAS 123R, which we adopted on May 20, 2005, we recorded compensation expense for our stock option and restricted stock awards of $3,002 for the period from January 1, 2006 to June 30, 2006. Such expense is included in general and administrative expenses.

Restricted Stock - At June 30, 2006, we have 375,127 shares of restricted stock issued and outstanding. The remaining unrecognized compensation expense for nonvested restricted stock to be recognized over the remaining contractual life was $4,004. The weighted-average remaining contractual life of outstanding restricted stock grants at June 30, 2006, was 1.3 years.

Stock Options - At June 30, 2006 we have issued 300,000 stock options which vest in 100,000 share increments on July 1, 2008, 2009 and 2010. At June 30, 2006, the remaining unrecognized compensation expense for nonvested stock options to be recognized over the remaining contractual life was $1,968.

(5) Income Taxes

Our income tax provision (benefit) attributable to continuing operations and discontinued operations is as follows:


	Reorganized Company				Predecessor Company
	Three Months Ended June 30, 2006		For the Period From May 20, 2005 Through June 30, 2005		For the Period From April 1, 2005 Through May 19, 2005
Continuing operations	$	1,339	$	711	$	711
Discontinued operations		—		441		20,811

	$	1,339	$	1,152	$	21,522


	Reorganized Company				Predecessor Company
	Six Months Ended June 30, 2006		For the Period From May 20, 2005 Through June 30, 2005		For the Period From January 1, 2005 Through May 19, 2005
Continuing operations	$	2,831	$	711	$	2,074
Discontinued operations		—		441		24,211

	$	2,831	$	1,152	$	26,285

The income tax provision attributable to income (loss) from continuing operations before income taxes is as follows:


	Reorganized Company				Predecessor Company
	Three Months Ended June 30, 2006		For the Period From May 20, 2005 Through June 30, 2005		For the Period From April 1, 2005 Through May 19, 2005
Current - federal	$	—	$	—	$	—
Deferred - federal		—		—		—

Provision for federal income taxes		—		—		—

Current - state		1,289		711		711
Deferred - state		—		—		—

Provision for state income taxes		1,289		711		711

Non-cash charge in lieu of taxes		50		—		—

	$	1,339	$	711	$	711


	Reorganized Company				Predecessor Company
	Six Months Ended June 30, 2006		For the Period From May 20, 2005 Through June 30, 2005		For the Period From January 1, 2005 Through May 19, 2005
Current - federal	$	—	$	—	$	—
Deferred - federal		—		—		—

Provision for federal income taxes		—		—		—

Current - state		2,356		711		2,074
Deferred - state		—		—		—

Provision for state income taxes		2,356		711		2,074

Non-cash charge in lieu of taxes		475		—		—

	$	2,831	$	711	$	2,074

Our current federal income tax provision reflects the utilization of net operating loss carryforwards and our deferred income tax provision reflects the impact of changes to valuation allowances. Predecessor Company net operating losses utilized to offset taxable income of the Reorganized Company are recorded in our provision for income taxes as a non-cash charge in lieu of taxes and as a reduction to goodwill, if available, and then to other intangible assets and additional paid-in-capital to the extent goodwill would be reduced to zero. For the six months ended June 30, 2006, our goodwill has been reduced by $475 for our non-cash charge in lieu of taxes.

Federal and State Income Tax Audits -

Certain of our subsidiaries are currently involved in examinations with the IRS concerning their federal partnership income tax returns for the tax years 2002 through 2004. While any adjustments resulting from this examination could affect their specific state income tax returns, we do not believe that adjustments, if any, will have a material adverse effect on their financial condition or results of operations.

At June 30, 2006, we have accrued $15,900 to reflect Trump Indiana’s expected federal and state income amounts due (including interest) related to Trump Indiana’s IRS audit for the years 1995 through 1997 and the impact on all subsequent years through December 21, 2005, the date of the sale of Trump Indiana to Majestic Star Casino, LLC (“Majestic Star”). In accordance with the terms of our Stock Purchase Agreement with Majestic Star, TER Holdings has assumed the liability for expected federal and state income taxes (including interest) related to Trump Indiana for the tax years 1995 through December 21, 2005. During the quarter ended June 30, 2006 we reached a settlement with the IRS for the years 1995 through 1997. Based upon this settlement, management reduced the estimated accrual by $6,000 for the years 1995 through 1997 and all subsequent years through December 21, 2005 and have reduced goodwill accordingly.

State income taxes for our New Jersey operations are 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 June 30, 2006, we have accrued $20,700 for taxes and interest relating to this alternative minimum tax assessment for 2002 and 2003, as well as the open years 2004 through June 30, 2006. We are currently in discussions with the New Jersey Division of Taxation regarding settlement of these assessments.

Tax Distributions -

TER Holdings’ partnership agreement requires distributions to its partners, TER and Mr. Trump, sufficient in amount to cover all federal, state and local income taxes incident to their ownership of TER Holdings, including special allocations of income, gains, losses, deductions and credits. TER Holdings made distributions of $3,420 during the six months ended June 30, 2006. In addition, the partnership agreement contains an indemnification clause which may result in additional payments to Mr. Trump upon the disposition of any of our existing casino properties. The amount of these indemnification payments would be sufficient in amount to cover the impact of the disposition on Mr. Trump’s federal, state and local income tax positions up to $100,000 and would only be due if Mr. Trump would not consent to the transaction.

(6) Subsidiary Guarantors

As described in Note 2 above, TER Holdings and its wholly-owned finance subsidiary, TER Funding, are co-issuers of our Senior Notes and the Guarantors are guarantors of the Senior Notes on a joint and several basis. TER Funding has no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of our Senior Notes. As the assets, interest expense and cash flows relating to our Senior Notes are included in captioned “TER Holdings” columns in the following condensed consolidating financial statements, we have not shown TER Funding as a separate column in our subsidiary guarantor consolidating financial statements contained in this footnote.

Condensed balance sheets as of June 30, 2006 and December 31, 2005 are as follows:


June 30, 2006 (Reorganized Company)
	TER Holdings			Guarantors		Non- Guarantors			Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	77,773		$	74,165	$	19		$	—		$	151,957
Restricted cash		46,070			—		—			—			46,070
Other current assets		21,593			72,535		319			(16,554	)		77,893

Total current assets		145,436			146,700		338			(16,554	)		275,920

Property and equipment, net		2,305			1,482,785		—						1,485,090

Other assets:
Investment in subsidiaries		752,569			—		—			(752,569	)		—
Other, net		1,077,614			437,637		—			(1,099,980	)		415,271

Total other assets		1,830,183			437,637		—			(1,852,549	)		415,271

Total assets	$	1,977,924		$	2,067,122	$	338		$	(1,869,103	)	$	2,176,281

Current liabilities:
Accounts payable	$	3,828		$	21,193	$	476		$	—		$	25,497
Other current liabilities		31,086			114,962		—			(16,554	)		129,494
Current maturities of long-term debt		1,500			18,821		—			—			20,321

Total current liabilities		36,414			154,976		476			(16,554	)		175,312

Long-term debt net of current maturities		1,395,980			1,103,052		—			(1,099,980	)		1,399,052
Deferred income taxes		—			39,224		—			—			39,224
Other long-term liabilities		225			17,163		—			—			17,388
Partners’ capital (deficit)
Partners’ capital		592,635			728,703		6,617			(735,320	)		592,635
Accumulated deficit		(47,330	)		24,004		(6,755	)		(17,249	)		(47,330	)

Total partners’capital (deficit)		545,305			752,707		(138	)		(752,569	)		545,305

Total partners’ capital (deficit) and liabilities	$	1,977,924		$	2,067,122	$	338		$	(1,869,103	)	$	2,176,281


December 31, 2005 (Reorganized Company)
	TER Holdings			Guarantors		Non- Guarantors			Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	131,228		$	97,322	$	—		$	—		$	228,550
Restricted cash		45,005			—		—			—			45,005
Other current assets		9,172			66,597		488			(6,719	)		69,538

Total current assets		185,405			163,919		488			(6,719	)		343,093

Property and equipment, net		666			1,462,476		—						1,463,142

Other assets:
Investment in subsidiaries		742,001			—		—			(742,001	)		—
Other, net		1,085,814			437,569		—			(1,100,000	)		423,383

Total other assets		1,827,815			437,569		—			(1,842,001	)		423,383

Total assets	$	2,013,886		$	2,063,964	$	488		$	(1,848,720	)	$	2,229,618

Current liabilities:
Accounts payable	$	10,882		$	27,341	$	516		$	—		$	38,739
Other current liabilities		41,676			98,462		—			(6,719	)		133,419
Current maturities of long-term debt		1,500			28,507		—			—			30,007

Total current liabilities		54,058			154,310		516			(6,719	)		202,165

Long-term debt net of current maturities		1,397,750			1,110,202		—			(1,100,000	)		1,407,952
Deferred income taxes		—			39,224		—			—			39,224
Other long-term liabilities		225			18,199		—			—			18,424

Partners’ capital (deficit)
Partners’ capital		590,012			726,632		3,814			(730,446	)		590,012
Accumulated deficit		(28,159	)		15,397		(3,842	)		(11,555	)		(28,159	)

Total partners’capital (deficit)		561,853			742,029		(28	)		(742,001	)		561,853

Total partners’ capital (deficit) and liabilities	$	2,013,886		$	2,063,964	$	488		$	(1,848,720	)	$	2,229,618

Condensed statements of operations for the three months ended June 30, 2006, for the six months ended June 30, 2006, for the period from May 20, 2005 to June 30, 2005, for the period from April 1, 2005 to May 19, 2005 and for the period from January 1, 2005 to May 19, 2005 are as follows:


	Three Months Ended June 30, 2006 (Reorganized Company)
	TER Holdings			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Gaming	$	—		$	272,915		$	—		$	—		$	272,915
Rooms, food, beverage and other		—			59,774			—			—			59,774

		—			332,689			—			—			332,689
Less promotional allowances		—			(76,663	)		—			—			(76,663	)

Net revenues		—			256,026			—			—			256,026

Costs and expenses:
Gaming		—			122,738			—			—			122,738
Rooms, food, beverage and other		—			18,978			—			—			18,978
General and administrative		7,616			63,825			1,127			—			72,568
Depreciation and amortization		52			17,270			—			—			17,322

		7,668			222,811			1,127			—			231,606

Income (loss) from operations		(7,668	)		33,215			(1,127	)		—			24,420

Other income (expense):
Interest income		25,217			952			6			(23,274	)		2,901
Interest expense		(30,962	)		(24,805	)		(99	)		23,274			(32,592	)

		(5,745	)		(23,853	)		(93	)		—			(29,691	)

(Loss) income before equity in net income (loss) of consolidated subsidiaries, income taxes, minority interest and discontinued operations		(13,413	)		9,362			(1,220	)		—			(5,271	)
Equity in net income (loss) of consolidated subsidiaries		6,953			—			—			(6,953	)		—
Provision for income taxes		—			(1,339	)		—			—			(1,339	)
Minority Interest		—			—			150			—			150

(Loss) income from continuing operations		(6,460	)		8,023			(1,070	)		(6,953	)		(6,460	)
Income from discontinued operations:														—
Trump Indiana		—			—			—			—			—
Provision for income taxes		—			—			—			—			—

Trump Indiana, net of income taxes		—			—			—			—			—
Equity in net income of discontinued operations		—			—			—			—			—

Income from discontinued operations		—			—			—			—			—

Net (loss) income	$	(6,460	)	$	8,023		$	(1,070	)	$	(6,953	)	$	(6,460	)


	Six Months Ended June 30, 2006 (Reorganized Company)
	TER Holdings			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Gaming	$	—		$	520,859		$	—		$	—		$	520,859
Rooms, food, beverage and other		—			111,221			—			—			111,221

		—			632,080			—			—			632,080
Less promotional allowances		—			(138,456	)		—			—			(138,456	)

Net revenues		—			493,624			—			—			493,624

Costs and expenses:
Gaming		—			239,197			—			—			239,197
Rooms, food, beverage and other		—			35,704			—			—			35,704
General and administrative		14,926			125,334			1,799			—			142,059
Depreciation and amortization		97			33,835			—			—			33,932

		15,023			434,070			1,799			—			450,892

Income (loss) from operations		(15,023	)		59,554			(1,799	)		—			42,732

Other income (expense):
Interest income		50,500			1,987			11			(46,649	)		5,849
Interest expense		(61,437	)		(50,103	)		(180	)		46,649			(65,071	)

		(10,937	)		(48,116	)		(169	)		—			(59,222	)

(Loss) income before equity in net income (loss) of consolidated subsidiaries, income taxes, minority interest and discontinued operations		(25,960	)		11,438			(1,968	)		—			(16,490	)
Equity in net income (loss) of consolidated subsidiaries		6,789			—			—			(6,789	)		—
Provision for income taxes		—			(2,831	)		—			—			(2,831	)
Minority Interest		—			—			150			—			150

(Loss) income from continuing operations		(19,171	)		8,607			(1,818	)		(6,789	)		(19,171	)
Income from discontinued operations:														—
Trump Indiana		—			—			—			—			—
Provision for income taxes		—			—			—			—			—

Trump Indiana, net of income taxes		—			—			—			—			—
Equity in net income of discontinued operations		—			—			—			—			—

Income from discontinued operations		—			—			—			—			—

Net (loss) income	$	(19,171	)	$	8,607		$	(1,818	)	$	(6,789	)	$	(19,171	)


	For the Period from May 20, 2005 to June 30, 2005 (Reorganized Company)
	TER Holdings			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Gaming	$	—		$	124,276		$	—		$	—		$	124,276
Rooms, food, beverage and other		—			29,036			—			—			29,036

		—			153,312			—			—			153,312
Less promotional allowances		—			(37,457	)		—			—			(37,457	)

Net revenues		—			115,855			—			—			115,855

Costs and expenses:
Gaming		—			58,876			—			—			58,876
Rooms, food, beverage and other		—			8,381			—			—			8,381
General and administrative		10,205			27,068			—			—			37,273
Depreciation and amortization		21			5,994			—			—			6,015
Reorganization expense (income) and related costs		1,930			—			—			—			1,930

		12,156			100,319			—			—			112,475

Income (loss) from operations		(12,156	)		15,536			—			—			3,380

Other income (expense):
Interest income		13,736			186			—			(13,700	)		222
Interest expense		(14,245	)		(12,589	)		(1,488	)		13,700			(14,622	)
Other non-operating income (expense)		—			65			—			—			65

		(509	)		(12,338	)		(1,488	)		—			(14,335	)

(Loss) income before equity in net income (loss) of consolidated subsidiaries, income taxes and discontinued operations		(12,665	)		3,198			(1,488	)		—			(10,955	)
Equity in net income (loss) of consolidated subsidiaries		999			—			—			(999	)		—
Provision for income taxes		—			(711	)		—			—			(711	)

(Loss) income from continuing operations		(11,666	)		2,487			(1,488	)		(999	)		(11,666	)

Income from discontinued operations:														—
Trump Indiana		—			—			2,151			—			2,151
Provision for income taxes		—			—			(441	)		—			(441	)

Trump Indiana, net of income taxes		—			—			1,710			—			1,710
Equity in net income of discontinued operations		1,710			—			—			(1,710	)		—

Income from discontinued operations		1,710			—			1,710			(1,710	)		1,710

Net (loss) income	$	(9,956	)	$	2,487		$	222		$	(2,709	)	$	(9,956	)


	For the Period from April 1, 2005 through May 19, 2005 (Predecessor Company)
	TER Holdings			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Gaming	$	—		$	141,865		$	—		$	—		$	141,865
Rooms, food, beverage and other		—			31,161			—			—			31,161

		—			173,026			—			—			173,026
Less promotional allowances		—			(42,824	)		—			—			(42,824	)

Net revenues		—			130,202			—			—			130,202

Costs and expenses:
Gaming		—			66,107			—			—			66,107
Rooms, food, beverage and other		—			9,310			—			—			9,310
General and administrative		2,225			29,461			121			—			31,807
Depreciation and amortization		23			12,721			—			—			12,744
Reorganization expense (income) and related costs		49,319			(80,216	)		(740	)		—			(31,637	)

		51,567			37,383			(619	)		—			88,331

Income (loss) from operations		(51,567	)		92,819			619			—			41,871

Other income (expense):
Interest income		5			386			19,907			(19,906	)		392
Interest expense		(836	)		(26,877	)		(24,071	)		19,906			(31,878	)
Other non-operating income (expense)		—			(65	)		—			—			(65	)

		(831	)		(26,556	)		(4,164	)		—			(31,551	)

(Loss) income before equity in net income (loss) of consolidated subsidiaries, income taxes, discontinued operations and extraordinary item		(52,398	)		66,263			(3,545	)		—			10,320
Equity in net income (loss) of consolidated subsidiaries		258,939			—			—			(258,939	)		—
Provision for income taxes		—			(711	)		—			—			(711	)

Income (loss) from continuing operations		206,541			65,552			(3,545	)		(258,939	)		9,609
Income from discontinued operations:														—
Trump Indiana		—			—			138,047			—			138,047
Provision for income taxes		—			—			(20,811	)		—			(20,811	)

Trump Indiana, net of income taxes		—			—			117,236			—			117,236
Equity in net income of discontinued operations		117,236			—			—			(117,236	)		—

Income from discontinued operations		117,236			—			117,236			(117,236	)		117,236

Income (loss) before extraordinary item		323,777			65,552			113,691			(376,175	)		126,845
Extraordinary gain on extinguishment of debt		—			198,884			(1,952	)					196,932

Net income (loss)	$	323,777		$	264,436		$	111,739		$	(376,175	)	$	323,777


	For the Period from January 1, 2005 to May 19, 2005 (Predecessor Company)
	TER Holdings			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Gaming	$	—		$	398,409		$	—		$	—		$	398,409
Rooms, food, beverage and other		—			83,367			—			—			83,367

		—			481,776			—			—			481,776
Less promotional allowances		—			(117,337	)		—			—			(117,337	)

Net revenues		—			364,439			—			—			364,439

Costs and expenses:
Gaming		—			186,545			—			—			186,545
Rooms, food, beverage and other		—			23,572			—			—			23,572
General and administrative		5,929			87,373			430			—			93,732
Depreciation and amortization		64			35,689			—			—			35,753
Reorganization expense (income) and related costs		49,319			(80,186	)		4,900			—			(25,967	)

		55,312			252,993			5,330			—			313,635

Income (loss) from operations		(55,312	)		111,446			(5,330	)		—			50,804

Other income (expense):
Interest income		11			791			56,502			(56,468	)		836
Interest expense		(1,841	)		(75,767	)		(65,722	)		56,468			(86,862	)
Other non-operating income (expense)		—			—			—			—			—

		(1,830	)		(74,976	)		(9,220	)		—			(86,026	)

(Loss) income before equity in net income (loss) of consolidated subsidiaries, income taxes, discontinued operations and extraordinary item		(57,142	)		36,470			(14,550	)		—			(35,222	)
Equity in net income (loss) of consolidated subsidiaries		216,778			—			—			(216,778	)		—
Provision for income taxes		—			(2,074	)		—			—			(2,074	)

Income (loss) from continuing operations		159,636			34,396			(14,550	)		(216,778	)		(37,296	)
Income from discontinued operations:														—
Trump Indiana		—			—			142,959			—			142,959
Provision for income taxes		—			—			(24,211	)		—			(24,211	)

Trump Indiana, net of income taxes		—			—			118,748			—			118,748
Equity in net income of discontinued operations		118,748			—			—			(118,748	)		—

Income from discontinued operations		118,748			—			118,748			(118,748	)		118,748

Income (loss) before extraordinary item		278,384			34,396			104,198			(335,526	)		81,452
Extraordinary gain on extinguishment of debt		—			198,884			(1,952	)		—			196,932

Net income (loss)	$	278,384		$	233,280		$	102,246		$	(335,526	)	$	278,384

Condensed statements of cash flows for the six months ended June 30, 2006, for the period from May 20, 2005 to June 30, 2005 and for the period from January 1, 2005 to May 19, 2005 are as follows:


	Six Months Ended June 30, 2006 (Reorganized Company)
	TER Holdings			Guarantors			Non- Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES:	$	(42,203	)	$	50,113		$	(1,840	)	$	—		$	6,070

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(1,550	)		(52,673	)		—			—			(54,223	)
Increase in restricted cash		(1,065	)		—			—			—			(1,065	)
Investments in and advances from (to) subsidiaries		(4,629	)		—			—			4,629			—
Other		—			(6,424	)		—			—			(6,424	)

Net cash (used in) provided by investing activities		(7,244	)		(59,097	)		—			4,629			(61,712	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of term loan		(750	)		—			—			—			(750	)
Repayment of other long-term debt		—			(17,093	)		—			—			(17,093	)
Advances of intercompany debt, net		—			1,000			—			(1,000	)		—
Contributed capital		—			4,000			1,709			(5,709	)		—
Distributions by subsidiaries		—			(2,080	)					2,080			—
Partnership distributions		(3,420	)		—			—			—			(3,420	)
Other		162			—			150			—			312

Net cash (used in) provided by financing activities		(4,008	)		(14,173	)		1,859			(4,629	)		(20,951	)

Net (decrease) increase in cash and cash equivalents		(53,455	)		(23,157	)		19			—			(76,593	)
Cash and cash equivalents, beginning of period		131,228			97,322			—			—			228,550

Cash and cash equivalents, end of period	$	77,773		$	74,165		$	19		$	—		$	151,957


	For the Period from May 20, 2005 through June 30, 2005 (Reorganized Company)
	TER Holdings			Guarantors			Non- Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES:	$	(105,359	)	$	27,409		$	137		$	—		$	(77,813	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(22	)		(16,749	)		(1,045	)		—			(17,816	)
Investments in and advances from (to) subsidiaries		(12,909	)		—			—			12,909			—
Other		—			(1,376	)		—			—			(1,376	)

Net cash (used in) provided by investing activities		(12,931	)		(18,125	)		(1,045	)		12,909			(19,192	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from revolving credit facility		10,000												10,000
Borrowings from term loan		150,000												150,000
Repayment of DIP facility, net		(53,958	)											(53,958	)
Repayment of long-term debt		—			(3,179	)		(17	)		—			(3,196	)
Payment of deferred financing costs		(9,929	)		—			—			—			(9,929	)
Contributed capital		55,000			9,121			4,599			(13,720	)		55,000
Distributions by subsidiaries					(811	)					811			—
Cash distributions to noteholders and stockholders		(41,120	)		—			—			—			(41,120	)

Net cash provided by (used in) financing activities		109,993			5,131			4,582			(12,909	)		106,797

Net (decrease) increase in cash and cash equivalents		(8,297	)		14,415			3,674			—			9,792
Cash and cash equivalents, beginning of period		13,086			84,147			9,217			—			106,450

Cash and cash equivalents, end of period	$	4,789		$	98,562		$	12,891		$	—		$	116,242


	For the Period from January 1, 2005 to May 19, 2005 (Predecessor Company)
	TER Holdings			Guarantors			Non- Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES:	$	(692	)	$	42,806		$	2,415		$	—		$	44,529

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(17	)		(36,128	)		(2,888	)		—			(39,033	)
Investments in and advances from (to) subsidiaries		(4,989	)		—			—			4,989			—
Other		—			(6,115	)		—			—			(6,115	)

Net cash (used in) provided by investing activities		(5,006	)		(42,243	)		(2,888	)		4,989			(45,148	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from DIP facility, net		18,172			—			—			—			18,172
Repayment of long-term debt subject to compromise		—			(12,525	)		(914	)		—			(13,439	)
Contributed capital		7,682			5,939			11,891			(25,512	)		—
Distributions by subsidiaries		(10,256	)		(2,939	)		(7,328	)		20,523			—
Other		1,650			—			(4,576	)		—			(2,926	)

Net cash provided by (used in) financing activities		17,248			(9,525	)		(927	)		(4,989	)		1,807

Net increase (decrease) in cash and cash equivalents		11,550			(8,962	)		(1,400	)		—			1,188
Cash and cash equivalents, beginning of period		1,536			93,110			10,616			—			105,262

Cash and cash equivalents, end of period	$	13,086		$	84,148		$	9,216		$	—		$	106,450

(7) Commitments and Contingencies

TER Keystone – Keystone Redevelopment Partners, of which TER Keystone is the majority partner, has obtained a letter of credit for $10,000 in connection with the application for a Pennsylvania gaming license. The Keystone Redevelopment partnership has pledged its lease option under its Option Agreement with Hunting Fox Associates I, L.P. as security for this letter of credit. In addition, we have pledged our interest in TER Keystone as additional collateral.

Casino Reinvestment Development Authority Obligations - Pursuant to the provisions of the Casino Control Act, we must either obtain investment tax credits, as defined in the Casino Control Act, in an amount equivalent to 1.25% of our gross casino revenues, as defined in the Casino Control Act, or pay an alternative tax of 2.5% of our gross casino revenues. Investment tax credits may be obtained by making qualified investments, as defined, or by depositing funds which may be converted to bonds by the Casino Reinvestment Development Authority (“CRDA”), both of which bear interest at two-thirds of market rates resulting in a fair value lower than cost. Certain of our subsidiaries are required to make quarterly deposits with the CRDA to satisfy their investment obligations.

NJSEA Subsidy Agreement - On April 12, 2004, the 12 Atlantic City casinos (the “Casinos”), including our Atlantic City properties, executed an agreement (the “NJSEA Subsidy Agreement”) with the New Jersey Sports & Exposition Authority (“NJSEA”) and the CRDA. The NJSEA Subsidy Agreement provides that the Casinos, on a pro rata basis according to their gross revenues, shall: (i) pay $34,000 to the NJSEA in cash in four yearly payments through October 15, 2007, and donate $52,000 to the NJSEA from the regular payment of their CRDA obligations for use by the NJSEA through 2008 to enhance purses, fund breeders awards and establish account wagering at New Jersey horse racing tracks; and (ii) donate $10,000 from the regular payment of their CRDA obligations for use by the CRDA as grants to such other North Jersey projects as the CRDA shall determine. The donation of $62,000 of CRDA obligations is conditioned upon the timely enactment and funding of the Casino Expansion Fund Act, which was enacted effective August 25, 2004, and established the Atlantic City Expansion Fund. The Casino Expansion Fund Act further identifies the casino hotel room occupancy fee as its funding source and directs the CRDA to provide the fund with $62,000 and make that amount available, on a pro rata basis, to each casino licensee for investment. By statute, as amended, as of January 26, 2005, such funds shall be invested in eligible projects in Atlantic City that, if approved by the CRDA by August 25, 2006, would add hotel rooms, retail, dining or non-gaming entertainment venues or other non-gaming amenities including, in certain circumstances, parking spaces or, if approved thereafter, additional hotel rooms. Our Atlantic City properties have estimated their portion of the industry obligation at approximately 23%.

The NJSEA Subsidy Agreement further provides for a moratorium until January 2009 on the conduct of casino gaming at any New Jersey racetrack (unless casinos controlling a majority of the hotel rooms operated by the casinos in Atlantic City otherwise agree), and a moratorium until January 2006 on the introduction of casino gaming at any New Jersey racetrack. Violation of the moratorium terminates the NJSEA Subsidy Agreement and all further payment obligations to the NJSEA and requires the NJSEA to return all undistributed cash to the casinos and the CRDA to return all undistributed donated investment alternative tax obligation payments to the casinos.

CAFRA Agreement – Trump Taj Mahal received a permit under the Coastal Area Facilities Review Act (“CAFRA”) (which is included as a condition of Trump Taj Mahal 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 $30,000. 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, 2006.

(8) Legal Proceedings

Chapter 11 Cases - Although we have emerged from bankruptcy, we still are in the process of resolving various claims and other litigation in connection with the Plan, which may continue for the foreseeable future.

On July 18, 2005, the Bankruptcy Court considered a motion brought by a certain group of persons alleging that they had held shares of our Predecessor Company’s Common Stock on the record date for distributions under the Plan (and who subsequently sold their shares prior to the distribution date) but did not receive any distributions under the Plan, 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 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 the Predecessor Company. The appeal is pending in the United States District Court for the district of New Jersey.

401(k) Plan Participant Litigation - On February 8, 2005, certain individuals filed a complaint in the United States District Court for the District of New Jersey, Camden Division, against certain persons and organizations that included members of the Trump Capital Accumulation Plan Administrative Committee. In their complaint, the plaintiffs alleged, among other things, that such persons and organizations, who were responsible for managing the Trump Capital Accumulation Plan, breached their fiduciary duties owed to the plan participants when THCR Common Stock held in employee accounts was allegedly sold without participant authorization if the participant did not willingly sell such shares by a specified date in accordance with the Plan. The plaintiffs brought this suit under the Employee Retirement Income Security Act of 1974 on behalf of themselves and certain other plan participants and beneficiaries and sought to have the court certify their claims as a class action. In their complaint, the plaintiffs also sought, among other things, damages for losses suffered by certain accounts of affected plan participants as a result of such allegedly improper sale of our Predecessor Company’s Common Stock and reasonable costs and attorneys’ fees. The parties have commenced discovery, which is ongoing in this matter. At this time, we cannot predict the outcome of such litigation or its effect on our business.

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, management believes 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 our employees and our 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 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Report contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions, that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.

For a more complete description of the risks that may affect our business, see our Annual Report on Form 10-K for the year ended December 31, 2005.

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.

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, 2005 to May 19, 2005 (Predecessor Company) and the period from May 20, 2005 to June 30, 2005 (Reorganized Company) into the six months ended June 30, 2005 and we combined the period from April 1, 2005 to May 19, 2005 (Predecessor Company) and the period from May 20, 2005 to June 30, 2005 (Reorganized Company) into the three months ended June 30, 2005. We believe this combination 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

General. Cash flows from the operating activities of our casino properties along with borrowings under our revolving credit facility generally constitute our primary source of liquidity. Our cash flows have generally been sufficient to fund operations and make interest payments when due. Nonetheless, prior to our reorganization, our core businesses historically did not generate cash flows sufficient to reinvest in the maintenance or expansion of our casino properties at levels consistent with those of our competitors. Due to this constrained liquidity position, we were unable to refurbish our properties to desired levels or to pursue various capital expenditures, such as the addition of more hotel rooms, or undertake significant new business initiatives.

We achieved a significant increase in financial flexibility and a meaningful reduction in interest expense as a result of our May 20, 2005, debt restructuring and emergence from bankruptcy. Our management has also implemented programs to improve cash flow and will continue to attempt to implement such programs in the upcoming years. These programs include, among others, labor savings through a more efficient management structure and employee scheduling, changes to our marketing programs and better management of our hotel room blocks. Based upon our current implementation of programs to achieve operational improvements in cash flows along with our current and planned capital expenditures, we expect improvement in our cash flows from operations over time resulting in positive cash flows from operations. However, we cannot assure you that these programs will be successful or sustainable.

During the six months ended June 30, 2006 we generated $6.1 million in cash flows from operating activities. For the six months ended June 30, 2005 the Reorganized Company and Predecessor Company used $33.3 million for operating activities including discontinued operations. Due to our reorganization, cash flows from operations between periods are not comparable due to a reduction in interest expense of $36.1 million resulting from our reorganization refinancing. Also effecting comparability is our payment of accounts payable and accrued interest on a current basis following our emergence from Chapter 11.

Cash used for our investing activities, primarily for capital expenditures, during the six months ended June 30, 2006 was $61.7 million compared to $64.3 million used by the Reorganized Company and Predecessor Company during the six months ended June 30, 2005.

During the six months ended June 30, 2006, we used $20.1 million for financing activities primarily to repay $17.1 million of our capital lease obligations and pay $2.7 million in partnership distributions to Mr. Trump. For the six months ended June 30, 2005 the Reorganized Company and Predecessor Company provided $108.6 million from financing activities as a result of our refinancing and emergence from Chapter 11. Due to our reorganization, during 2005, cash flows from financing activities are not comparable between periods.

At June 30, 2006, we had approximately $152.9 million in cash and cash equivalents. Our cash and cash equivalents do not include the $46.1 million in restricted cash and interest from the sale of Trump Indiana.

At June 30, 2006, we had no outstanding borrowings under our Senior Secured Line of Credit and a $148.5 million outstanding term loan under our Credit Facility. We also had outstanding $1,249.0 million of Senior Notes. At June 30, 2006, we had outstanding letters of credit of $50.0 million. As of August 2, 2006, subject to the limitations imposed by our debt to EBITDA ratio, availability under the Credit Facility was approximately $160.0 million. Under the terms of our Credit Facility, we have a $150.0 million term loan facility which will expire if not drawn upon by November 20, 2006. We plan to draw upon this term loan prior to its expiration to fund our hotel construction at the Taj Mahal.

In order to increase the competitiveness of our casino properties, we have made significant capital expenditures to renovate, re-theme and expand our casinos and plan to make additional expenditures in the future. For example, we have commenced a $110 million capital improvement program to re-theme and update our three casino properties. In addition, we began construction on an approximately $250 million new 800-room hotel tower and connecting structure to expand our existing facility at the Trump Taj Mahal. Completion of this new hotel tower is expected to take approximately two years. Additionally, we have embarked on a recurring maintenance capital program. Capital expenditures toward these projects in 2006 for the remaining six months of 2006 are expected to be as follows:


Re-theming and renovation capital		$75 to $80 million
New Taj Mahal tower		$25 to $30 million
Maintenance capital		$45 to $50 million

2006 estimated range		$145 to $160 million

In addition, we seek investment opportunities from time to time to expand our business beyond our existing properties. For instance, in December 2005, we, together with a joint venture partner, applied for a casino slot license at a site in Philadelphia, Pennsylvania. Should we be successful, our current plans are to build a permanent casino project at a cost of approximately $350 million.

We believe that cash on hand, available borrowing capacity and cash flows from operations will be sufficient to fund our operating, capital expenditure and debt service obligations. While we believe that our sources of liquidity are sufficient to meet our cash obligations during the next 12 months, our ability to meet our operating and debt service obligations depends on a number of factors, including our existing cash on hand, cash flows generated by our operating subsidiaries and compliance with our debt covenants. In addition, if we decide to pursue additional capital projects or if we are successful in obtaining a gaming license in Philadelphia, we will need to obtain additional financing in the future.

Failure to achieve profitability or maintain or achieve various other financial performance levels could diminish our ability to sustain operations, meet financial covenants, obtain additional funds or make required payments on our indebtedness. In addition, given the restrictions on incurring additional indebtedness imposed under the Credit Facility and the indenture governing the Senior Notes, we cannot assure you 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. In addition, the terms of TER’s subsidiaries’ indebtedness limit the payment of dividends and other distributions to TER under many circumstances. The ability of our subsidiaries to make payments to TER Holdings may also be restricted by the New Jersey Casino Control Commission.

Under the terms of the Credit Facility, we are subject to certain affirmative and negative covenants, including limitations on liens, incurrence of indebtedness, mergers, sales of assets, investments, restricted payments, capital expenditures, agreements with affiliates, our activities and amendment of the indenture governing the Senior Notes, among other limitations. In addition, we must comply with certain financial covenants, including the ratio of consolidated indebtedness to EBITDA, consolidated first lien debt to EBITDA and EBITDA to cash interest expense. We were in compliance with such covenants as of June 30, 2006.

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.

Results of Operations: Operating Revenues and Expenses

Our primary business activities are conducted by Trump Taj Mahal, Trump Plaza and Trump Marina.

The following tables include selected data of our casino properties (in millions).


	Three Months Ended						Six Months Ended
	June 30, 2006			June 30, 2005			June 30, 2006			June 30, 2005
Gaming revenues
Trump Taj Mahal	$	132.1		$	123.7		$	253.1		$	246.4
Trump Plaza		76.9			77.0			144.3			147.9
Trump Marina		64.0			65.4			123.5			128.4

Total	$	273.0		$	266.1		$	520.9		$	522.7

Net revenues
Trump Taj Mahal	$	125.3		$	114.5		$	242.6		$	227.1
Trump Plaza		70.0			70.0			133.4			133.9
Trump Marina		60.7			61.6			117.6			119.3

Total	$	256.0		$	246.1		$	493.6		$	480.3

Income (loss) from operations
Trump Taj Mahal	$	19.8		$	118.9		$	36.5		$	129.8
Trump Plaza		4.7			23.4			7.7			26.0
Trump Marina		8.7			(33.9	)		15.3			(28.8	)
Corporate and other		(8.8	)		(63.1	)		(16.8	)		(72.8	)

Total	$	24.4		$	45.3		$	42.7		$	54.2

Depreciation and amortization (1)
Trump Taj Mahal	$	8.5		$	10.0		$	16.9		$	22.3
Trump Plaza		5.2			4.5			9.8			9.8
Trump Marina		3.6			4.2			7.1			9.6
Corporate and other		—			0.1			0.1			0.1

Total	$	17.3		$	18.8		$	33.9		$	41.8

Reorganization expense (income) and other related expenses
Trump Taj Mahal	$	—		$	(104.8	)	$	—		$	(104.8	)
Trump Plaza		—			(17.4	)		—			(17.4	)
Trump Marina		—			42.0			—			42.0
Corporate and other		—			50.5			—			56.2

	$	—		$	(29.7	)	$	—		$	(24.0	)

(1)	Depreciation and amortization for periods after May 19, 2005 reflect an overall reduction due to the write-down of property and equipment to its appraised value in conjunction with our fresh-start accounting on May 20, 2005.

Comparison of Three-Month Periods Ended June 30, 2006 and 2005.

Each of our properties’ operating results were as follows:

Trump Taj Mahal – Net revenues increased by $10.8 million or 9.5%, to $125.3 million primarily as a result of increased gaming revenues of $8.4 million and decreases in promotional allowances of $0.5 million. Our revenues reflect year over year improvement in all areas of operations. Before consideration of reorganization income of $104.8 million recorded in 2005, our operating expenses increased by $5.1 million, comprised of increases in general and administrative expenses of $4.4 million and increases in all other expenses of $2.2 million, offset by a $1.5 million decrease in depreciation primarily due to the write-down of net fixed assets by $49.4 million during 2005 to reflect fresh-start accounting. Significant components of our increase in general and administrative costs included increases in insurance of $1.2 million, entertainment of $0.9 million, incentive compensation of $0.7 million and advertising of $0.4 million. The increase in our other expenses of $2.1 million primarily relates to increases in our rooms and food and beverage costs relating to our overall increase in the related revenues.

Trump Plaza- Overall gaming revenues remained stable at $76.9 million vs. $77.0 million while total revenues declined by $1.9 million. The decrease in total revenues was primarily a result of a $0.9 million decrease in food and beverage revenues due to the closure of our main twenty-four hour restaurant for remodeling and $0.5 million as a result of reduced entertainment and other revenues. This restaurant reopened during the second quarter. While total revenues decreased by $1.9 million, our net revenues remained stable at $70.0 million due to a decrease in our promotional allowances of $1.9 million resulting from reductions in our slot coin marketing offers and reductions in complimentary rooms and food and beverages provided to our customers. Before consideration of reorganization income of $17.4 million recorded in 2005, our costs and expenses increased by $1.2 million due to increased advertising by $0.4 million, severance cost of $0.5 million and $0.3 million in other expenses.

Trump Marina – A decrease in gaming revenues of $1.4 million, or 2.3%, and a decrease in food and beverage revenues of $0.8 million were partially offset by a decrease in promotional allowances of $1.2 million resulting in a reduction in net revenues of $0.9 million, or 1.4%, to $60.7 million. The decrease in gaming revenues is due primarily to a decrease in slot revenues of $2.2 million as a result of the impact of planned reductions in slot coin marketing offers offset by an increase in table games revenues of $0.8 million. The decrease in our promotional allowances was a result of a $0.5 million reduction in our slot coin marketing offers and a $0.7 million decrease in promotional food and beverage coupons. Before consideration of reorganization expenses of $42.0 million recorded in 2005, our costs and expenses decreased by $1.5 million due to reductions in payroll expenses of $0.5 million, decreases in depreciation expense of $0.6 million and net reductions in other costs.

Corporate and Other – Before consideration of fresh-start accounting expenses of $50.5 million and a charge of $8.0 million related to 10 year warrants issued to Mr. Trump in connection with a services agreement during the three months ended June 30, 2005, corporate and other expenses increased by approximately $4.2 million. This increase is due primarily to $1.4 million for stock based compensation expense under FAS 123R, $1.9 million for legal and development costs and $0.9 million for other corporate expenses.

Our other overall costs were as follows:

Interest Income – Interest income increased by approximately $2.3 million from the comparable period in 2005. This increase reflects income from our invested cash and cash equivalents which have increased following our sale of Trump Indiana in December 2005.

Interest Expense – Interest expense decreased by approximately $13.9 million, or 29.9%, from the comparable period in 2005. The decrease in interest expense was due to the reorganization of our long-term debt which resulted in lower principal amounts due and significantly reduced interest rates.

Minority Interest – Following reorganization, minority interest for the reorganized company represents the 23.5% limited partnership interest in TER Holdings owned directly and indirectly by Mr. Trump. Our minority interest expense from continuing operations reflects the benefit of $1.5 million for the proportionate share of loss attributable to Mr. Trump’s interest in TER Holdings and $0.2 million for other minority interests in TER Holdings subsidiaries.

Provision for Income Taxes – Our provision for income taxes on continuing operations reflects an expense for state income taxes of $1.3 million in 2006 compared to $1.4 million in 2005. These provisions are primarily for state income taxes with 2006 including a non-cash charge in lieu of taxes of $0.1 million.

Discontinued Operations – Income from discontinued operations for the three months ended June 30, 2005, includes income from our Trump Indiana riverboat casino sold in December 2005. The income from Trump Indiana for the three months ended June 30, 2005, includes $134.8 million in reorganization income and related costs. The tax provision for discontinued operations for the three months ended June 30, 2005, includes a $20.0 million provision for state and federal taxes relating to audits of our income tax returns.

Comparison of Six-Month Periods Ended June 30, 2006 and 2005.

Each of our properties’ operating results were as follows:

Trump Taj Mahal – Net revenues increased by $15.5 million or 6.9%, to $242.6 million as a result of increases in our total revenues of $10.0 million and decreases in promotional allowances of $5.5 million due to changes in our marketing programs. Our revenues reflect year over year improvement in all areas of operations including increases in gaming revenues of $6.7 million, rooms revenues of $1.4 million, food and beverage revenues of $1.1 million and other revenues of $0.8 million. Before consideration of reorganization income of $104.8 million recorded in

2005, our operating expenses increased by $4.1 million, comprised of increases in general and administrative expenses of $6.9 million and increases in all other expenses of $2.5 million, offset by a $5.3 million decrease in depreciation due to the write-down of net fixed assets by $49.4 million during 2005 to reflect fresh-start accounting. Significant components of our increase in general and administrative costs included increases in insurance of $1.4 million, utilities of $1.1 million, entertainment of $0.9 million, incentive compensation of $0.7 million and advertising of $0.5 million. The increase in our other expenses of $2.5 million primarily relate to increases in our rooms and food and beverage costs relating to our increase in the related revenues.

Trump Plaza- A decrease in gaming revenues of $3.6 million, or 2.4%, resulted in a decrease in net revenues of $0.5 million to $133.4 million. This decrease in casino revenues is due primarily to a decrease in slot revenues of $4.4 million, offset by an increase in table revenues of $0.8 million as a result of anticipated disruptions from renovations to the casino and the impact of planned reductions in slot coin marketing offers. Promotional allowances decreased by $6.5 million to $42.0 million including a decrease in slot coin marketing offers of $2.6 million and a reduction in complimentary rooms of $1.5 million. The remaining decrease in promotional allowances reflects reductions in food and beverage revenues and other revenues provided to customers on a complimentary basis. Before consideration of reorganization income of $17.4 million recorded in 2005, our costs and expenses increased by $0.3 million. While we have increased our advertising by $0.3 million and have incurred severance charges of $0.5 million, changes in the management of our operations, including reductions in expenses corresponding to reductions in complimentary rooms and food and beverages, along with reductions in the number of employees, have contributed to expense reductions resulting in a $0.3 million net increase in our operating expenses.

Trump Marina – A decrease in gaming revenues of $4.9 million, or 3.9%, and a decrease in food and beverage revenues of $1.4 million were partially offset by a decrease in promotional allowances of $4.3 million resulting in a reduction in net revenues of $1.7 million, or 1.4%, to $117.6 million. The decrease in gaming revenues is due primarily to a decrease in slot revenues of $6.2 million as a result of the impact of planned reductions in slot coin marketing offers offset by an increase in table games revenues of $1.3 million. The decrease in our promotional allowances was primarily a result of a $2.5 million reduction in our slot coin marketing offers and a $1.3 million decrease in promotional food and beverage coupons. Before consideration of reorganization expenses of $42.0 million recorded in 2005, our costs and expenses decreased by $3.9 million due to reductions in payroll expenses of $0.8 million, decreases in depreciation expense of $2.5 million and net reductions in other costs.

Corporate and Other – Before consideration of fresh-start accounting expenses of $56.2 million and a charge of $8.0 million relating to 10 year warrants issued to Mr. Trump in connection with a services agreement during the six months ended June 30, 2005, corporate and other expenses increased by approximately $8.2 million. This increase is due primarily to $1.1 million in increased payroll costs, $2.8 million for stock based compensation expense under FAS 123R, $3.1 million for legal and development costs and $1.2 million for other corporate expenses.

Our other overall costs were as follows:

Interest Income - Interest income increased by approximately $4.8 million from the comparable period in 2005. This increase reflects income from our invested cash and cash equivalents which have increased following our sale of Trump Indiana in December 2005.

Interest Expense - Interest expense decreased by approximately $36.4 million, or 35.9%, from the comparable period in 2005. The decrease in interest expense was due to our reorganization of our long-term debt which resulted in lower principal amounts due and the associated significantly reduced interest rates.

Minority Interest – Following reorganization, minority interest for the reorganized company represents the 23.5% limited partnership interest in TER Holdings owned directly and indirectly by Mr. Trump. Our minority interest expense from continuing operations reflects the benefit of $4.5 million for the proportionate share of loss attributable to Mr. Trump’s interest in TER Holdings and $0.2 million for other minority interests in TER Holdings subsidiaries.

Provision for Income Taxes – Our provision for income taxes on continuing operations reflects an expense for income taxes of $2.8 million for both six month periods. These provisions are primarily for state income taxes with 2006 including a non-cash charge in lieu of taxes of $0.5 million.

Discontinued Operations – Income from discontinued operations for the six months ended June 30, 2005, includes income from our Trump Indiana riverboat casino sold in December 2005. The income from Trump Indiana for the six months ended June 30, 2005 includes $134.8 million in reorganization income and related costs. The tax provision for discontinued operations for the six months ended June 30, 2005, includes a $20.0 million provision for state and federal taxes relating to audits of our income tax returns.

Critical Accounting Estimates

General - Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which requires 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.

Goodwill - We have approximately $230.1 million of goodwill recorded on our balance sheet at June 30, 2006. We regularly evaluate our businesses for potential impairment indicators. Additionally, we perform impairment testing at least annually. Our judgments regarding the existence of impairment indicators are based on, among other things, the regulatory and competitive status and operational performance of each of our businesses. Future events, such as the failure to meet or exceed our operating plans, increased competition or the enactment of increased gaming or tax rates, could significantly impact our judgments and any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

Property and Equipment - Our operations are capital intensive and we make capital investments at each of our properties in the form of maintenance capital and, from time to time, expansion and product enhancement capital. At June 30, 2006, we have approximately $1,485.1 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 impairment charges for these assets.

Insurance Accruals - Our insurance policies for employee health, workers’ compensation and general patron liabilities have significant deductible levels on an individual claim basis. We accrue a liability for known workers’ compensation and general patron liabilities based upon a review of individual claims. Additionally, we accrue an amount for incurred but not reported claims based on our historical experience and other factors. Our employee health insurance benefit accrual is based on our historical claims experience rate including an estimated lag factor. These accruals involve complex estimates and could be significantly affected should current claims vary from historical levels. Management reviews our insurance accruals for adequacy at the end of each reporting period.

Income Taxes - We are subject to income taxes in the United States and in several states. We account for income taxes, including our current, deferred and non-cash charge in lieu of tax provision in accordance with SFAS Statement 109, “Accounting for Income Taxes.” The calculation of our income tax provision following our reorganization 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 on 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.

ITEM 3. 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. Our primary exposure to market risk is interest rate risk associated with our long-term debt. We attempt to manage our interest rate risk by managing the mix of our long-term fixed rate and variable rate borrowings.

At June 30, 2006, long-term fixed rate borrowings represented approximately 89% of our total borrowings.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

(b) Changes in Internal Controls Over Financial Reporting. There were no changes in our internal controls over financial reporting during the fiscal quarter covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A reference is made to the information contained in Note 8 of our unaudited condensed consolidated financial statements included herein, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

None.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our annual meeting of stockholders was held on April 27, 2006. At the meeting, the stockholders voted on matters as follows:

Election of Class II Board of Directors –


	Votes For	Votes Withheld
Cezar M. Froelich	30,428,568	161,270
Michael A. Kramer	28,435,709	2,155,129
Don M. Thomas	30,411,519	178,319

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


10.1		Option Agreement dated as of July 7, 2006, by and between Keystone Redevelopment Partners, LLC and Tasty Baking Company

31.1		Certification by the Chief Executive Officer of Trump Entertainment Resorts, Inc., Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment Resorts Funding, Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2		Certification by the Chief Financial Officer of Trump Entertainment Resorts, Inc., Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment Resorts Funding, Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1		Certification of the Chief Executive Officer of Trump Entertainment Resorts, Inc., Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment Resorts Funding, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer of Trump Entertainment Resorts, Inc., Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment Resorts Funding, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	TRUMP ENTERTAINMENT RESORTS, INC. (Registrant)

Date: August 9, 2006	By:	/s/ DALE R. BLACK
		Dale R. Black Executive Vice President and Chief Financial Officer of Trump Entertainment Resorts, Inc.

	TRUMP ENTERTAINMENT RESORTS HOLDINGS, L.P. (Registrant)

	By:	TRUMP ENTERTAINMENT RESORTS, INC.,
		its general partner

Date: August 9, 2006	By:	/s/ DALE R. BLACK
		Dale R. Black Executive Vice President and Chief Financial Officer of Trump Entertainment Resorts, Inc.

	TRUMP ENTERTAINMENT RESORTS FUNDING, INC. (Registrant)

Date: August 9, 2006	By:	/s/ DALE R. BLACK
		Dale R. Black Executive Vice President and Chief Financial Officer of Trump Entertainment Resorts, Inc.

EXHIBIT INDEX


Exhibit No.		Exhibits
10.1		Option Agreement dated as of July 7, 2006, by and between Keystone Redevelopment Partners, LLC and Tasty Baking Company

31.1		Certification by the Chief Executive Officer of Trump Entertainment Resorts, Inc., Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment Resorts Funding, Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2		Certification by the Chief Financial Officer of Trump Entertainment Resorts, Inc., Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment Resorts Funding, Inc. pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1		Certification of the Chief Executive Officer of Trump Entertainment Resorts, Inc., Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment Resorts Funding, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of the Chief Financial Officer of Trump Entertainment Resorts, Inc., Trump Entertainment Resorts Holdings, L.P. and Trump Entertainment Resorts Funding, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002