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Table of Contents

 

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 March 31, 2003

OR

 

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

 

For the transition period from _____ to ______

Commission File No.: 333-643

 

 

TRUMP ATLANTIC CITY ASSOCIATES

(Exact Name of Registrant as specified in its charter)

 

New Jersey

 

22-3213714

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

1000 Boardwalk at Virginia Avenue

Atlantic City, New Jersey 08401

(609) 449-6515

(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

TRUMP ATLANTIC CITY FUNDING, INC.

(Exact Name of Registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

    

22-3418939

(I.R.S. Employer Identification Number)

 

1000 Boardwalk at Virginia Avenue

Atlantic City, New Jersey08401

(609) 449-6515

(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

TRUMP ATLANTIC CITY FUNDING II, INC.

(Exact Name of Registrant as specified in its charter)

 

Delaware

 

22-3550202

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

1000 Boardwalk at Virginia Avenue

Atlantic City, New Jersey 08401

(609) 449-6515

(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

TRUMP ATLANTIC CITY FUNDING III, INC.

(Exact Name of Registrant as specified in its charter)

 

Delaware

 

22-3550203

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

1000 Boardwalk at Virginia Avenue

Atlantic City, New Jersey 08401

(609) 449-6515

(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

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

 

Indicate by check mark whether any of the Registrants is an accelerated filer (as defined in Exchange Rule 12b-2). Yes ¨  No x

 

As of May 15, 2003, there were 100 shares of Trump Atlantic City Funding, Inc.’s Common Stock outstanding.

 

As of May 15, 2003, there were 100 shares of Trump Atlantic City Funding II, Inc.’s Common Stock outstanding.

 

As of May 15, 2003, there were 100 shares of Trump Atlantic City Funding III, Inc.’s Common Stock outstanding.

 

Each of Trump Atlantic City Associates, Trump Atlantic City Funding, Inc., Trump Atlantic City Funding II, Inc. and Trump Atlantic City Funding III, Inc. meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

 



Table of Contents

TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

INDEX TO FORM 10-Q

 

 

    

Page No.


PART I—FINANCIAL INFORMATION

    

ITEM 1—Financial Statements

    

Condensed Consolidated Balance Sheets as of December 31, 2002 and March 31, 2003 (unaudited)

  

1

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2002 and 2003 (unaudited)

  

2

Condensed Consolidated Statement of Capital/(Deficit) for the Three Months Ended March 31, 2003 (unaudited)

  

3

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2002 and 2003 (unaudited)

  

4

Notes to Condensed Consolidated Financial Statements (unaudited)

  

5-7

ITEM 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

8-16

ITEM 3—Quantitative and Qualitative Disclosures About Market Risk

  

16

ITEM 4—Controls and Procedures

  

16

PART II—OTHER INFORMATION

    

ITEM 1—Legal Proceedings

  

17

ITEM 2—Changes in Securities and Use of Proceeds

  

17

ITEM 3—Defaults Upon Senior Securities

  

17

ITEM 4—Submission of Matters to a Vote of Security Holders

  

17

ITEM 5—Other Information

  

17

ITEM 6—Exhibits and Reports on Form 8-K

  

17

SIGNATURES

    

Signature—Trump Atlantic City Associates

  

18

Signature—Trump Atlantic City Funding, Inc.

  

18

Signature—Trump Atlantic City Funding II, Inc.

  

18

Signature—Trump Atlantic City Funding III, Inc.

  

18

CERTIFICATIONS

  

19-26

EXHIBIT INDEX

  

27

 

i


Table of Contents

PART I—FINANCIAL INFORMATION

 

 

ITEM 1—FINANCIAL STATEMENTS

 

 

TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

ASSETS

             
    

December 31,

2002


    

March 31,

2003


 
           

(unaudited)

 

CURRENT ASSETS:

                 

Cash and cash equivalents

  

$

79,007

 

  

$

106,859

 

Receivables, net

  

 

24,632

 

  

 

25,126

 

Inventories

  

 

8,740

 

  

 

8,327

 

Other current assets

  

 

7,512

 

  

 

6,188

 

    


  


Total current assets

  

 

119,891

 

  

 

146,500

 

PROPERTY AND EQUIPMENT, NET

  

 

1,268,125

 

  

 

1,261,376

 

DEFERRED LOAN COSTS, NET

  

 

10,675

 

  

 

9,708

 

OTHER ASSETS

  

 

39,436

 

  

 

38,975

 

    


  


Total assets

  

$

1,438,127

 

  

$

1,456,559

 

    


  


LIABILITIES AND CAPITAL

                 

CURRENT LIABILITIES:

                 

Current maturities of long-term debt

  

$

12,199

 

  

$

12,118

 

Accounts payable and accrued expenses

  

 

90,401

 

  

 

90,714

 

Accrued interest payable

  

 

24,375

 

  

 

60,938

 

Due to affiliates, net

  

 

9,104

 

  

 

9,198

 

    


  


Total current liabilities

  

 

136,079

 

  

 

172,968

 

LONG-TERM DEBT, net of current maturities

  

 

1,316,284

 

  

 

1,314,730

 

OTHER LONG-TERM LIABILITIES

  

 

13,829

 

  

 

13,829

 

    


  


Total liabilities

  

 

1,466,192

 

  

 

1,501,527

 

    


  


CAPITAL/(DEFICIT):

                 

Partners’ capital

  

 

224,841

 

  

 

223,979

 

Accumulated deficit

  

 

(252,906

)

  

 

(268,947

)

    


  


Total capital/(deficit)

  

 

(28,065

)

  

 

(44,968

)

    


  


Total liabilities and capital/(deficit)

  

$

1,438,127

 

  

$

1,456,559

 

    


  


 

 

See accompanying notes.

 

1


Table of Contents

TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2003

(unaudited)

(in thousands)

 

 

    

Three Months Ended March 31,


 
    

2002


    

2003


 

REVENUES:

                 

Gaming

  

$

211,426

 

  

$

198,663

 

Rooms

  

 

13,715

 

  

 

13,073

 

Food and beverage

  

 

22,412

 

  

 

21,038

 

Other

  

 

6,836

 

  

 

5,579

 

    


  


Gross revenues

  

 

254,389

 

  

 

238,353

 

Less—Promotional allowances

  

 

53,667

 

  

 

49,852

 

    


  


Net revenues

  

 

200,722

 

  

 

188,501

 

    


  


COSTS AND EXPENSES:

                 

Gaming

  

 

96,132

 

  

 

93,889

 

Rooms

  

 

6,181

 

  

 

6,006

 

Food and beverage

  

 

7,482

 

  

 

7,215

 

General and administrative

  

 

40,914

 

  

 

42,701

 

Depreciation and amortization

  

 

13,125

 

  

 

15,447

 

Debt renegotiation costs

  

 

1,570

 

  

 

 

    


  


    

 

165,404

 

  

 

165,258

 

    


  


Income from operations

  

 

35,318

 

  

 

23,243

 

    


  


NON-OPERATING INCOME AND (EXPENSE):

                 

Interest and other non-operating income

  

 

248

 

  

 

217

 

Interest expense

  

 

(38,219

)

  

 

(38,642

)

    


  


Non-operating expense, net

  

 

(37,971

)

  

 

(38,425

)

    


  


Loss before income tax provision

  

 

(2,653

)

  

 

(15,182

)

Income tax provision

  

 

 

  

 

(859

)

    


  


NET LOSS

  

$

(2,653

)

  

$

(16,041

)

    


  


 

 

See accompanying notes.

 

2


Table of Contents

TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CAPITAL/(DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2003

(unaudited)

(in thousands)

 

    

Partners’ Capital


    

Accumulated Deficit


    

Total

Capital/(Deficit)


 

Balance, December 31, 2002

  

$

224,841

 

  

$

(252,906

)

  

$

(28,065

)

Partnership distribution

  

 

(862

)

  

 

 

  

 

(862

)

Net loss

  

 

 

  

 

(16,041

)

  

 

(16,041

)

    


  


  


Balance, March 31, 2003

  

$

223,979

 

  

$

(268,947

)

  

$

(44,968

)

    


  


  


 

 

See accompanying notes.

 

3


Table of Contents

TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2003

(unaudited)

(in thousands)

 

    

Three Months Ended March 31,


 
    

2002


    

2003


 

CASH FLOWS FROM OPERATING ACTIVITIES:

                 

Net loss

  

$

(2,653

)

  

$

(16,041

)

Adjustments to reconcile net loss to net cash flows from operating activities—  

                 

Non-cash charges—

                 

Depreciation and amortization

  

 

13,125

 

  

 

15,447

 

Accretion of discounts on indebtedness

  

 

126

 

  

 

112

 

Provisions for losses on receivables

  

 

1,442

 

  

 

1,468

 

Amortization of deferred loan offering costs

  

 

1,087

 

  

 

967

 

Valuation allowance of CRDA investments

  

 

1,118

 

  

 

1,171

 

Decrease (increase) in receivables

  

 

1,567

 

  

 

(1,968

)

Decrease in inventories

  

 

142

 

  

 

413

 

(Increase) decrease in amounts due from affiliates

  

 

(459

)

  

 

94

 

Decrease in other current assets

  

 

1,028

 

  

 

1,270

 

Decrease in other assets

  

 

1,226

 

  

 

1,345

 

Increase in accounts payable, accrued expenses and other liabilities

  

 

37,940

 

  

 

36,845

 

    


  


Net cash provided by operating activities

  

 

55,689

 

  

 

41,123

 

    


  


CASH FLOWS FROM INVESTING ACTIVITIES:

                 

Purchase of property and equipment

  

 

(3,015

)

  

 

(6,412

)

Purchase of CRDA investments

  

 

(2,534

)

  

 

(2,491

)

    


  


Net cash used in investing activities

  

 

(5,549

)

  

 

(8,903

)

    


  


CASH FLOWS FROM FINANCING ACTIVITIES:

                 

Payments of long-term debt

  

 

(1,957

)

  

 

(3,506

)

Distributions to parent company

  

 

 

  

 

(862

)

    


  


Net cash used in financing activities

  

 

(1,957

)

  

 

(4,368

)

    


  


NET INCREASE IN CASH AND CASH EQUIVALENTS

  

 

48,183

 

  

 

27,852

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

  

 

70,909

 

  

 

79,007

 

    


  


CASH AND CASH EQUIVALENTS AT END OF PERIOD

  

$

119,092

 

  

$

106,859

 

    


  


CASH INTEREST PAID

  

$

483

 

  

$

1,008

 

    


  


Supplemental Disclosure of noncash activities:

                 

Purchase of property and equipment under capitalized lease obligations

  

$

1,455

 

  

$

1,760

 

    


  


 

 

See accompanying notes.

 

4


Table of Contents

TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

 

 

(1)    Organization and Operations

 

The accompanying condensed consolidated financial statements include those of Trump Atlantic City Associates, a New Jersey general partnership (“Trump AC”or the “Company”), and its subsidiaries: (i) Trump Plaza Associates, a New Jersey general partnership (“Plaza Associates”) which owns and operates the Trump Plaza Hotel and Casino located in Atlantic City, New Jersey (“Trump Plaza”), (ii) Trump Taj Mahal Associates, a New Jersey general partnership (“Taj Associates”) which owns and operates the Trump Taj Mahal Casino Resort located in Atlantic City, New Jersey (the “Taj Mahal”), (iii) Trump Atlantic City Funding, Inc. (“Trump AC Funding”), (iv) Trump Atlantic City Funding II, Inc. (“Trump AC Funding II”), (v) Trump Atlantic City Funding III, Inc. (“Trump AC Funding III”), (vi) Trump Atlantic City Corporation (“TACC”), and (vii) Trump Administration, a separate division of Taj Associates (“Trump Administration”). Trump AC’s sole sources of liquidity are distributions in respect of its interests in Plaza Associates and Taj Associates. Trump AC is 100% beneficially owned by Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership (“THCR Holdings”) of which Trump Hotels & Casino Resorts, Inc., a Delaware corporation (“THCR”), is the sole general partner. Trump AC, Trump AC Funding, Trump AC Funding II and Trump AC Funding III have no independent operations and, therefore, their ability to service debt is dependent upon the successful operations of Plaza Associates and Taj Associates. There are no restrictions on the ability of Plaza Associates and Taj Associates, the primary guarantors (the “Subsidiary Guarantors”) of the 11¼% First Mortgage Notes due 2006 issued by (i) Trump AC and Trump AC Funding, (ii) Trump AC and Trump AC Funding II and (iii) Trump AC and Trump AC Funding III (collectively, the “Trump AC Mortgage Notes”) to distribute funds to Trump AC in respect of the guaranteed debt.

 

The separate financial statements of the Subsidiary Guarantors have not been included because (i) the Subsidiary Guarantors constitute all of Trump AC’s direct and indirect subsidiaries; (ii) the Subsidiary Guarantors have fully and unconditionally guaranteed the Trump AC Mortgage Notes on a joint and several basis; (iii) the aggregate assets, liabilities, earnings and equity of the Subsidiary Guarantors are substantially equivalent to the assets, liabilities, earnings and equity of Trump AC on a consolidated basis; and (iv) the separate financial and other disclosures concerning the Subsidiary Guarantors are not deemed by management to be material. The assets and operations of the nonguarantor subsidiaries are not significant.

 

Trump AC has no operations, except for its ownership of Plaza Associates and Taj Associates. A substantial portion of Trump AC’s revenues are derived from its gaming operations. Competition in the Atlantic City casino market is intense and management believes that this competition will continue as more casinos are opened and new entrants into the gaming industry become operational.

 

Repayment of the Trump AC Mortgage Notes is due in 2006. As shown in the accompanying Condensed Consolidated Statements of Cash Flows, the Partnership has consistently generated sufficient cash for debt service and operating requirements. Management believes that, based upon its cash flow projections for 2003, Trump AC will have sufficient cash flows to meet their debt service and operating expense requirements throughout 2003.

 

All significant intercompany balances and transactions have been eliminated in the accompanying condensed consolidated financial statements.

 

The accompanying condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments, consisting of only normal recurring adjustments necessary to present fairly the financial position, the results of operations and cash flows for the periods presented, have been made.

 

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). 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.

 

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2002 filed with the SEC and available on the SEC’s website, www.sec.gov.

 

5


Table of Contents

TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

 

The casino industry in Atlantic City is seasonal in nature; therefore, results of operations for the three months ended March 31, 2003 are not necessarily indicative of the operating results for a full year.

 

 

Reclassifications

 

During September 2002, the Company reclassified certain costs (primarily bus coin) from gaming expenses to promotional allowances to be consistent with prevailing industry practice. The amount of $4,795,000 for the three months ended March 31, 2002 has been reclassified to conform to the current year presentation.

 

Certain other reclassifications and disclosures have been made to prior year financial statements for them to be in conformity with the current year presentation.

 

 

(2)    Other Assets

 

Plaza Associates is appealing a real estate tax assessment by the City of Atlantic City. At December 31, 2002 and March 31, 2003 other assets include $8,014,000 which Plaza Associates believes will be recoverable on the settlement of the appeal.

 

 

(3)    Combined Financial Information—Trump AC Funding, Trump AC Funding II and Trump AC Funding III

 

Combined financial information relating to Trump AC Funding, Trump AC Funding II and Trump AC Funding III is as follows:

 

    

December 31,

2002


  

March 31,

2003


         

(unaudited)

Total Assets (including First Mortgage Notes receivable of $1,298,747,000 at December 31, 2002 and $1,298,859,000 at March 31, 2003 and related interest receivable)

  

$

1,323,122,000

  

$

1,359,797,000

    

  

Total Liabilities and Capital (including First Mortgage Notes payable of $1,298,747,000 at December 31, 2002 and $1,298,859,000 at March 31, 2003 and related interest payable)

  

$

1,323,122,000

  

$

1,359,797,000

    

  

           
    

Three Months Ended March 31,

    

2002


  

2003


Interest Income

  

$

36,562,000

  

$

36,562,000

    

  

Interest Expense

  

 

36,562,000

  

 

36,562,000

    

  

Net Income

  

$

  

$

    

  

 

 

(4)    Recent Accounting Pronouncements

 

In July 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” This standard addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard is effective for fiscal years beginning after June 15, 2002. The effect of adoption was not material to the Company’s financial results.

 

6


Table of Contents

TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

 

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34” (“FIN No. 45”). The interpretation requires that upon issuance of a guarantee, the entity must recognize a liability for the fair value of the obligation it assumes under that obligation. This interpretation is intended to improve the comparability of financial reporting by requiring identical accounting for guarantees issued with separately identified consideration and guarantees issued without separately identified consideration. For the company, the initial recognition, measurement provision and disclosure requirements of FIN No. 45 are applicable to guarantees issued or modified after December 31, 2002. The effect of adoption was not material to the Company’s financial results.

 

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN No. 46”). This interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient subordinated financial support from other parties. FIN No. 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. For existing variable interest entities, the consolidated requirement is effective for interim or annual financial statements beginning after June15, 2003. The Company is evaluating whether it has any variable interest entities, which will be subject to consolidation pursuant to FIN No. 46.

 

 

(5)    Debt Renegotiation Costs

 

During 2002, Trump AC was seeking to refinance or modify the terms of the Trump AC Mortgage Notes which were approximately $1,300,000,000 aggregate principal amount as of March 31, 2003. Trump AC incurred approximately $1,570,000 in Debt Renegotiation Costs during the first quarter of 2002 and has since terminated such efforts. Accordingly, the debt renegotiation costs have been expensed in the accompanying statements of operations. Trump AC may renew its efforts to refinance or modify the Trump AC Mortgage Notes at a later date if and when capital market conditions are favorable.

 

 

(6)    Partnership Distribution

 

Pursuant to the indentures governing the Trump AC Mortgage Notes, Trump AC is permitted to reimburse THCR for its operating and interest expenses. These reimbursements are subject to limitations set forth in such indentures, including an annual limitation of $10,000,000 in operating expense reimbursements and a life-time limitation of $50,000,000 in interest expense reimbursements. During the three months ended March 31, 2003, Trump AC declared cash partnership distributions to THCR of $862,000 consisting of operating expense reimbursements.

 

 

(7)    State of New Jersey Income Taxes

 

On July 3, 2002, the State of New Jersey passed the New Jersey Business Tax Reform Act (the “Act”). This Act, among other things, requires the suspension of the use of New Jersey net operating loss carryforwards for two years and imposes a new Alternative Minimum Assessment amount under the New Jersey corporate business tax based on either gross receipts or gross profits, as defined. The Act is retroactive to January 1, 2002. In accordance with the Act, Trump AC has recorded a provision for current income tax expense of $859,000 for the three months ended March 31, 2003. There was no comparable expense in the three months ended March 31, 2002 since this change was recorded beginning in the period in which the tax law was passed (third quarter 2002) pursuant to the accounting literature in Financial Accounting Standards Board Statement Number 109, “Accounting for Income Taxes”.

 

7


Table of Contents

 

Item 2—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This report includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts 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,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. 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. Important factors that could cause actual results to differ materially from our expectations include business, competition, regulatory and other uncertainties and contingencies discussed in this report that are difficult or impossible to predict and which are beyond our control. 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 included in this document. These forward-looking statements speak only as of the date of this report. We do not intend to update these statements unless the securities laws require us to do so.

 

In this section, the words “Company,” “we,” “our,” “ours,” and “us” refer to Trump Atlantic City Associates (“Trump AC”) and its wholly-owned subsidiaries, unless otherwise noted. Through its wholly-owned subsidiaries, Trump AC owns and operates the Trump Plaza Hotel and Casino (“Trump Plaza”) and the Trump Taj Mahal Casino Resort (the “Taj Mahal” and together with Trump Plaza, the “Trump AC Properties”). Terms not defined in this section shall have the meanings ascribed to them elsewhere in this Quarterly Report on Form 10-Q.

 

 

General

 

Our business is subject to a variety of risks and uncertainties, some of which are discussed below.

 

 

The Company Has Substantial Indebtedness.

 

The Company’s indebtedness consists primarily of the Trump AC Mortgage Notes. At March 31, 2003, the outstanding principal balance of the Trump AC Mortgage Notes was approximately $1.3 billion. Interest expense as a percentage of net revenues was 19.0% and 20.5% for the three months ended March 31, 2002 and 2003, respectively.

 

The Company has previously announced that it may seek to refinance or modify the terms of the Trump AC Mortgage Notes. No transaction is imminent and there can be no assurances that a transaction will occur or be proposed in the future. The primary reason to refinance or modify the Trump AC Mortgage Notes would be to extend their May 2006 maturity date and to reduce the high levels of interest expense in order to devote more resources to capital expenditures at the Trump AC Properties. The Atlantic City market is very competitive and is anticipated to become more competitive in the future, especially when the Borgata opens in the summer of 2003 (as discussed below). Capital expenditures, such as room refurbishments, amenity upgrades and new gaming equipment, are necessary from time to time to preserve the competitiveness of the Trump AC Properties. Management believes that the Company must provide for capital expenditures to compete effectively. See “Financial Condition—Liquidity and Capital Resources.”

 

The ability of Trump AC and its subsidiaries to pay interest on the Trump AC Mortgage Notes depends primarily on the ability of Trump Plaza and the Taj Mahal to generate sufficient amounts of cash from operations. Management believes that, based upon its current cash flow forecasts for 2003, Trump AC will have sufficient cash flows to meet its debt service and operating expense requirements throughout 2003. The future operating performance of Trump Plaza and the Taj Mahal is subject to general economic conditions, industry conditions, including competition and regulatory matters, and numerous other factors, many of which are unforeseeable or are beyond the control of management. There can be no assurance that the future operating performance of Trump Plaza and the Taj Mahal will be sufficient to generate the cash flows required to meet the debt service obligations of Trump Plaza, Taj Mahal or Trump AC. Also, the ability of the Company to pay the principal amount of the Trump AC Mortgage Notes at maturity (whether scheduled or by acceleration thereof) is primarily dependent upon its ability to obtain refinancing. There is also no assurance that the general state of the economy, the status of the capital markets generally, or the receptiveness of the capital markets to the gaming industry in general or to the Company in particular will be conducive to refinancing debt at any given time or on more favorable terms.

 

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Table of Contents

 

We Do Not Know How the Borgata, When Opened, Will Affect Us.

 

In September 2000, Boyd Gaming and MGM Mirage commenced their joint development of a 25-acre site located in the marina district of Atlantic City for the construction of the “Borgata,” a casino expected to feature a 40-story tower with 2,010 rooms and suites, as well as a 135,000 square-foot casino, restaurants, retail shops, a spa and pool, and entertainment venues. Construction of the Borgata is scheduled to be completed in the summer of 2003. While we believe that the opening of the Borgata will attract additional visitors to Atlantic City, it is also possible that the Borgata could have an adverse effect on the business and operations of the Trump AC Properties. This potential adverse effect could include a reduction in net revenues caused by a loss of gaming patrons. See “Financial Condition—Liquidity and Capital Resources.”

 

A downturn in the regional economy and high energy and gasoline prices and adverse weather conditions could negatively impact our financial performance.

 

Moderate or severe economic downturns or adverse conditions in the Atlantic City and regional markets and surrounding areas may negatively affect our operations. During periods of economic contraction, our revenues may decrease while some of our costs remain fixed, resulting in decreased earnings. This is because gaming and other leisure activities we offer are discretionary expenditures and participation in such activities may decline during economic downturns because consumers have less disposable income. Even an uncertain economic outlook may adversely affect consumer spending in our gaming operations and related facilities, as consumers spend less in anticipation of a potential economic downturn.

 

We use significant amounts of electricity, natural gas and other forms of energy. While no shortages of energy have been experienced, any substantial increases in the cost of electricity and natural gas in the United States may negatively impact our operating results. The extent of impact is subject to the magnitude and duration of the energy price increases and could be material.

 

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Table of Contents

 

Moreover, a majority of our patrons drive to our properties. High gasoline prices could reduce automobile travel and decrease the number of patrons to our properties. In addition, adverse weather conditions reduce automobile travel. As a result, our business, assets, financial condition and results of operations could be adversely affected by a weakening of regional economic conditions, high gasoline prices and/or adverse weather conditions.

 

 

We may incur losses that would not be covered by insurance and the cost of insurance is expected to continue to increase.

 

Although we maintain insurance which is customary and, we believe, appropriate for our business, we cannot assure you that insurance will be available or adequate to cover all losses and damage to which our business or our assets might be subjected. In connection with insurance renewals subsequent to September 11, 2001, the availability of insurance coverage for certain types of damages or occurrences has been diminished substantially and the cost of insurance has increased significantly. Consequently, we are self-insured for certain risks and levels of risk. The lack of insurance for certain types or levels of risk could expose us to significant losses in the event that an uninsured catastrophe occurred. Any uncovered losses may decrease our future operating income, require us to find replacements or repairs and reduce funds otherwise available to upgrade our property.

 

 

Taxation of the gaming industry, already significant, may increase in the future which would reduce our profitability.

 

The casino industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. We, as well as other gaming companies, are currently subject to significant state and local taxes and fees in addition to normal federal and state corporate income taxes. New Jersey taxes annual gaming revenues at the rate of 8.0% and levies an annual investment alternative tax of 2.5% on annual gaming revenue. This 2.5% obligation, however, can be satisfied by purchasing certain bonds or making certain investments in the amount of 1.25% of annual gaming revenues. In July 2002, the State of New Jersey passed the New Jersey Business Tax Reform Act, which, among other things, requires the suspension of the use of net operating loss carry forwards for two years and imposes a new Alternative Minimum Assessment amount under the New Jersey corporate business tax based on either gross receipts or gross profits, as defined.

 

In February 2003, in response to state budgetary concerns, the Governor of New Jersey proposed increasing New Jersey’s casino gross revenue tax from 8.0% to 10.0%, to tax complimentaries and to impose a 7.0% occupancy tax on hotel rooms. The outcome of this tax proposal is uncertain at this time. Any tax increase imposed on the Trump AC Properties would reduce our profitability.

 

 

Our Business is Subject to a Variety of Other Risks and Uncertainties

 

Our financial condition and results of operations could be affected by other events and uncertainties that are beyond our control, such as (i) capital market conditions which could affect our ability to raise capital for refinancing debt or pursuing other alternatives, (ii) future acts of terrorism and their impact on capital markets, the economy, consumer behavior and operating expenses, including insurance premiums, (iii) competition from existing and potential new competitors in Atlantic City and other markets, which is likely to increase over the next five years, (iv) regulatory changes, and (v) adverse or unfavorable weather conditions.

 

 

Critical Accounting Policies

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management periodically evaluates the Company’s policies and the estimates and assumptions related to such policies. Trump Taj Mahal and Trump Plaza operate in a highly regulated industry and are subject to regulations that describe and regulate operating and internal control procedures. The Company believes its most critical accounting policies and significant estimates are described below.

 

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Table of Contents

 

 

Revenue Recognition and Allowance for Doubtful Accounts

 

The majority of the Company’s revenue is from gaming activities, and the majority of such revenue is derived from cash, which by nature does not involve estimations. The Company does extend credit to certain qualified patrons on a discretionary basis. Credit play as a percentage of total dollars wagered on table games has historically been approximately 20%. Trump Taj Mahal and Trump Plaza establishes credit limits based upon the particular patron’s creditworthiness, as determined by an examination of various factors including a credit check of the patron, a verification of the patron’s personal checking account balance, and a verification of the patron’s credit limits and indebtedness at other casinos in the United States, as well as many island casinos. The Company provides an allowance for doubtful accounts for a portion of those customers whose checks have been unable to be deposited due to non-sufficient funds. This allowance is based on a specific review of customer accounts as well as a review of the history of write-offs of returned markers. Management believes that the reserve recorded is reasonable; however, these estimates could change in the near term based on the actual collection experience with each returned marker.

 

 

Long-lived Assets

 

Management has determined that the Company’s policy associated with its long-lived assets and the related estimates is critical to the preparation of the consolidated financial statements. The Company has a significant investment in long-lived property and equipment. Management estimates that the undiscounted future cash flows expected to result from the use of these assets exceed the current carrying value of these assets. Any adverse change to the estimate of these undiscounted cash flows could necessitate an impairment charge that would adversely affect operating results. Management estimates the useful lives for the Company’s assets based on historical experience and the estimates of assets’ commercial lives. Should the actual useful life of a class of assets differ from the estimated useful life, an impairment charge would be recorded. Management reviews useful lives and obsolescence and assesses commercial viability of the Company’s assets periodically.

 

 

Self-Insurance Reserves

 

Self-insurance reserves represent the estimated amounts of uninsured claims related to employee health medical costs, workman’s compensation, and personal injury claims that have occurred in the normal course of business. These reserves are established by management based upon specific review of open claims, with consideration of incurred but not reported claims as of the balance sheet date. The costs of the ultimate disposition of these claims may differ from these reserve estimates.

 

 

Recent Accounting Pronouncements

 

In July 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations.” This standard addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard is effective for fiscal years beginning after June 15, 2002. The effect of adoption was not material to the Company’s financial results.

 

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34” (“FIN No. 45”). The interpretation requires that upon issuance of a guarantee, the entity must recognize a liability for the fair value of the obligation it assumes under that obligation. This interpretation is intended to improve the comparability of financial reporting by requiring identical accounting for guarantees issued with separately identified consideration and guarantees issued without separately identified consideration. For the company, the initial recognition, measurement provision and disclosure requirements of FIN No. 45 are applicable to guarantees issued or modified after December 31, 2002. The effect of adoption was not material to the Company’s financial results.

 

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN No. 46”). This interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient subordinated financial support from other parties. FIN No. 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. For existing variable interest entities, the consolidated requirement is effective for interim or annual financial statements beginning after June 15, 2003. The Company is evaluating whether it has any variable interest entities, which will be subject to consolidation pursuant to FIN No. 46.

 

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Table of Contents

 

 

Financial Condition—

 

 

Liquidity and Capital Resources

 

Cash flows from operating activities of Trump Plaza and the Taj Mahal are the Company’s primary source of liquidity. To a lesser extent, the Company has relied on capital lease financing for its capital resource needs. The Company’s ability to borrow funds for its liquidity needs is severely restricted by covenants in the indentures governing the Trump AC Mortgage Notes and by its already high levels of indebtedness. Sources of the Company’s short-term and long-term liquidity include casino gaming revenues and room, food and beverage sales. Although we expect the Company to have sufficient liquidity from the operating activities of Trump Plaza and the Taj Mahal to meet its short-term obligations, there can be no assurances in this regard. A variety of factors, including a decrease or change in the demand for our services, could have a material adverse effect on our liquidity and our ability to service our debt obligations including the Trump AC Mortgage Notes.

 

Trump Plaza and the Taj Mahal also compete with other Atlantic City casino/hotels based on the quality of customer service, the array of games offered, the attractiveness of a casino/hotel and the extent and quality of the facilities and amenities. Because of the high levels of interest expense related to the Trump AC Mortgage Notes, the Company’s capital expenditures in recent years at Trump Plaza and the Taj Mahal have been limited and have prevented the Company from pursuing various capital expansion plans, such as the addition of more hotel rooms.

 

Capital expenditures at the Trump AC Properties for the three months ended March 31, 2002 and 2003 are as follows:

 

 

TRUMP ATLANTIC CITY ASSOCIATES

CONSOLIDATING CAPITAL EXPENDITURES

(IN THOUSANDS)

 

 

      

TAJ

ASSOCIATES


    

PLAZA

ASSOCIATES


  

TOTAL

TRUMP AC


FOR THE THREE MONTHS ENDED MARCH 31, 2002

                        

Purchase of Property & Equipment

    

$

2,153

    

$

862

  

$

3,015

Capital Lease Additions (a)

    

 

1,455

    

 

  

 

1,455

      

    

  

Total Capital Expenditures

    

$

3,608

    

$

862

  

$

4,470

      

    

  

FOR THE THREE MONTHS ENDED MARCH 31, 2003

                        

Purchase of Property & Equipment

    

$

5,525

    

$

887

  

$

6,412

Capital Lease Additions (a)

    

 

    

 

1,760

  

 

1,760

      

    

  

Total Capital Expenditures

    

$

5,525

    

$

2,647

  

$

8,172

      

    

  

 

  (a)   Capital lease additions were principally slot machines and telephone system.

 

Pursuant to the indentures governing the Trump AC Mortgage Notes, Trump AC is permitted to reimburse THCR for its operating and interest expenses. These reimbursements are subject to limitations set forth in such indentures, including an annual limitation of $10,000,000 in operating expense reimbursements and a life-time limitation of $50,000,000 in interest expense reimbursements. During the three months ended March 31, 2003, Trump AC declared cash partnership distributions to THCR of $862,000 consisting of operating expense reimbursements.

 

On July 3, 2002, the State of New Jersey passed the New Jersey Business Tax Reform Act (the “Act”). This Act, among other things, requires the suspension of the use of the New Jersey net operating loss carryforwards for two years and imposes a new Alternative Minimum Assessment amount under the New Jersey corporate business tax based on either gross receipts or gross profits, as defined. The Act is retroactive to January 1, 2002. In accordance with the Act, Trump AC has recorded a provision for current income tax expense of $859,000 for the three months ended March 31, 2003. There was no comparable expense in the three months ended March 31, 2002 since this change was recorded beginning in the period in which the tax law was passed (third quarter 2002) pursuant to the accounting literature in Financial Accounting Standards Board Statement Number 109, “Accounting for Income Taxes”.

 

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Table of Contents

 

Summary of the Company’s Public Indebtedness

 

Trump AC Mortgage Notes. Trump AC’s debt consists primarily of the TAC I Notes, TAC II Notes and TAC III Notes (collectively, the “TAC Notes”).

 

The TAC Notes bear interest at the rate of 11-1/4% per annum, payable on May 1st and November 1st of each year, and mature on May 1, 2006. The TAC Notes are redeemable in whole or in part, at any time upon not less than 30 but not more than 60 days notice. If redeemed at any time during the twelve-month period prior to May 1, 2003, the redemption price is 103.75% of the outstanding principal amount, plus accrued interest. For the twelve-month period commencing on May 1, 2003, the redemption price decreases to 101.875% of the outstanding principal amount, plus accrued interest. If any of the TAC Notes are redeemed on or after May 1, 2004, the redemption price is 100.0% of the outstanding principal amount of the TAC Notes redeemed, plus accrued interest.

 

As of March 31, 2003, principal amounts of approximately $1.2 billion, $75.0 million and $25.0 million of the TAC I Notes, TAC II Notes and TAC III Notes, respectively, were outstanding.

 

The TAC Notes are secured on a senior basis by substantially all of the real and personal property owned or leased by Plaza Associates and Taj Associates. The liens securing the TAC Notes are subordinate to liens securing approximately $1.2 million of senior indebtedness. The obligations evidenced by the TAC Notes are jointly and severally guaranteed by Taj Associates, Plaza Associates and Trump AC and all future subsidiaries of Trump AC (other than Trump AC Funding).

 

The ability of Trump AC and its subsidiaries to pay interest on and principal of approximately $1.3 billion on the TAC Notes depends primarily on the ability of Trump Plaza and the Taj Mahal to generate cash from operations sufficient for such purposes. In the case of principal payments at maturity, the ability to refinance such indebtedness is also important. The future operating performance of Trump Plaza and the Taj Mahal is subject to general economic conditions, industry conditions, including competition and regulatory matters, and numerous other factors, many of which are unforeseeable or are beyond the control of Trump Plaza and the Taj Mahal. There can be no assurance that the future operating performance of Trump Plaza and the Taj Mahal will be sufficient to generate the cash flows required to meet the debt service obligations of Trump Plaza, the Taj Mahal or Trump AC. The ability of Trump Plaza, the Taj Mahal and Trump AC to pay the principal amount of their public debt at maturity (whether scheduled or by acceleration thereof) is primarily dependent upon their ability to obtain refinancing. There is also no assurance that the general state of the economy, the status of the capital markets generally, or the receptiveness of the capital markets to the gaming industry or to the Company will be conducive to refinancing debt at any given time.

 

The indentures governing the public indebtedness of Trump AC restrict such entities’ ability to make distributions to THCR Holdings.

 

In addition, the ability of Plaza Associates and Taj Associates (through Trump AC) to make payments, dividends or distributions to THCR Holdings may be restricted by the New Jersey Casino Control Commission (“CCC”).

 

“Events of Default.” Pursuant to each of the indentures governing the public indebtedness of the Company (collectively, the “Indentures”), if an “Event of Default” occurs and is continuing, the trustee or the holders of 25.0% of the aggregate principal amount of the respective debt issue then outstanding, by notice in writing to the respective issuer or issuers, may, and the trustee at the request of such holders shall, declare all principal and accrued interest of such debt issue to be immediately due and payable. An “Event of Default” under each of the Indentures includes, but is not limited to, the occurrence of one or more of the following events: (i) a default in an installment payment of any interest (including any defaulted interest) on a respective debt issue when due and payable and which continues for 30 days; (ii) any Indebtedness (as defined) of the respective issuers or any of their Subsidiaries (as defined) for borrowed money having an outstanding principal amount of $20.0 million in the aggregate becoming by declaration or otherwise, due and payable prior to its stated maturity; (iii) one or more judgments, orders or decrees for the payment of money in excess of $10.0 million, either individually or in the aggregate, being rendered against the respective issuers or any of their Subsidiaries (as defined) or any of their respective properties and not discharged, and either an enforcement proceeding shall have been consummated by any creditor upon such judgment, order or decree or there shall be a period of 60 days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (iv) an entry by a court having competent jurisdiction in the premises of a decree or order for relief in an involuntary case or proceeding under any applicable bankruptcy law or a decree or order adjudging the respective issuers or any of their Significant Subsidiaries (as defined) bankrupt or insolvent or seeking reorganization, arrangement,

 

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Table of Contents

 

adjustment or composition of or in respect of the issuers or any of their Significant Subsidiaries (as defined) under any applicable federal or state law; and (v) the issuers or any of their Significant Subsidiaries (as defined) commencing a voluntary case or proceeding under any applicable bankruptcy law or any other case or proceeding to be adjudicated bankrupt or insolvent or the issuers or any of their Significant Subsidiaries (as defined) filing a petition, answer or consent seeking reorganization or relief under any applicable federal or state law.

 

 

Results of Operations: Operating Revenues and Expenses

 

The financial information presented below reflects the results of operations of Plaza Associates and Taj Associates. Because Trump AC has no business operations other than its interests in Plaza Associates and Taj Associates, its results of operations are not discussed below.

 

Comparison of Three-Month Periods Ended March 31, 2002 and 2003. The following tables include selected data of Plaza Associates and Taj Associates for the three months ended March 31, 2002 and 2003.

 

 

    

Three Months Ended March 31,


 
    

2002

Plaza

Associates


    

2003
Plaza

Associates


    

2002

Taj

Associates


    

2003

Taj

Associates


    

2002

Total

Trump AC *


    

2003

Total

Trump AC *


 
    

(in thousands)

 

Revenues:

                                                     

Gaming

  

$

81,501

 

  

$

75,431

 

  

$

129,925

 

  

$

123,232

 

  

$

211,426

 

  

$

198,663

 

Other

  

 

16,622

 

  

 

15,613

 

  

 

26,341

 

  

 

24,077

 

  

 

42,963

 

  

 

39,690

 

    


  


  


  


  


  


Gross revenues

  

 

98,123

 

  

 

91,044

 

  

 

156,266

 

  

 

147,309

 

  

 

254,389

 

  

 

238,353

 

Less: promotional allowances

  

 

22,259

 

  

 

21,078

 

  

 

31,408

 

  

 

28,774

 

  

 

53,667

 

  

 

49,852

 

    


  


  


  


  


  


Net revenues

  

 

75,864

 

  

 

69,966

 

  

 

124,858

 

  

 

118,535

 

  

 

200,722

 

  

 

188,501

 

    


  


  


  


  


  


Costs and expenses:

                                                     

Gaming

  

 

38,019

 

  

 

36,731

 

  

 

58,113

 

  

 

57,158

 

  

 

96,132

 

  

 

93,889

 

Other

  

 

5,198

 

  

 

4,794

 

  

 

8,465

 

  

 

8,427

 

  

 

13,663

 

  

 

13,221

 

General and administrative

  

 

15,689

 

  

 

16,067

 

  

 

25,211

 

  

 

26,613

 

  

 

40,914

 

  

 

42,701

 

Depreciation and amortization

  

 

4,319

 

  

 

5,088

 

  

 

8,806

 

  

 

10,359

 

  

 

13,125

 

  

 

15,447

 

Debt renegotiation costs

  

 

 

  

 

 

  

 

 

  

 

 

  

 

1,570

 

  

 

 

    


  


  


  


  


  


Total costs and expenses

  

 

63,225

 

  

 

62,680

 

  

 

100,595

 

  

 

102,557

 

  

 

165,404

 

  

 

165,258

 

    


  


  


  


  


  


Income from operations

  

 

12,639

 

  

 

7,286

 

  

 

24,263

 

  

 

15,978

 

  

 

35,318

 

  

 

23,243

 

    


  


  


  


  


  


Interest and other non-operating income

  

 

71

 

  

 

79

 

  

 

79

 

  

 

53

 

  

 

248

 

  

 

217

 

Interest expense

  

 

(11,831

)

  

 

(14,089

)

  

 

(23,317

)

  

 

(24,553

)

  

 

(38,219

)

  

 

(38,642

)

    


  


  


  


  


  


Total non-operating expense, net

  

 

(11,760

)

  

 

(14,010

)

  

 

(23,238

)

  

 

(24,500

)

  

 

(37,971

)

  

 

(38,425

)

    


  


  


  


  


  


Income (loss) before income tax provision

  

 

879

 

  

 

(6,724

)

  

 

1,025

 

  

 

(8,522

)

  

 

(2,653

)

  

 

(15,182

)

Income tax provision

  

 

 

  

 

(325

)

  

 

 

  

 

(534

)

  

 

 

  

 

(859

)

    


  


  


  


  


  


Net income (loss)

  

$

879

 

  

$

(7,049

)

  

$

1,025

 

  

$

(9,056

)

  

$

(2,653

)

  

$

(16,041

)

    


  


  


  


  


  


 

*   Intercompany eliminations and expenses of Trump Administration, Trump AC, Trump AC Funding, Trump AC Funding II and Trump AC Funding III are not separately shown.

 

 

14


Table of Contents

 

 

 

    

Three Months Ended March 31,


 
    

2002

Plaza

Associates


    

2003

Plaza

Associates


    

2002

Taj

Associates


    

2003

Taj

Associates


    

2002

Total

Trump AC


    

2003

Total

Trump AC


 
    

(dollars in thousands)

 

Table Game Revenues

  

$

25,661

 

  

$

22,612

 

  

$

39,356

 

  

$

39,887

 

  

$

65,017

 

  

$

62,499

 

Incr (Decr) over Prior Period

           

$

(3,049

)

           

$

531

 

           

$

(2,518

)

Table Game Drop

  

$

143,066

 

  

$

143,924

 

  

$

225,712

 

  

$

223,710

 

  

$

368,778

 

  

$

367,634

 

Incr (Decr) over Prior Period

           

$

858

 

           

$

(2,002

)

           

$

(1,144

)

Table Win Percentage

  

 

17.9

%

  

 

15.7

%

  

 

17.4

%

  

 

17.8

%

  

 

17.6

%

  

 

17.0

%

Incr (Decr) over Prior Period

           

 

(2.2

)pts

           

 

0.4

pts

           

 

(0.6

)pts

Number of Table Games

  

 

88

 

  

 

90

 

  

 

139

 

  

 

126

 

  

 

227

 

  

 

216

 

Incr (Decr) over Prior Period

           

 

2

 

           

 

(13

)

           

 

(11

)

Slot Revenues

  

$

55,840

 

  

$

52,819

 

  

$

85,046

 

  

$

78,226

 

  

$

140,886

 

  

$

131,045

 

Incr (Decr) over Prior Period

           

$

(3,021

)

           

$

(6,820

)

           

$

(9,841

)

Slot Handle

  

$

702,943

 

  

$

675,989

 

  

$

1,100,722

 

  

$

976,008

 

  

$

1,803,665

 

  

$

1,651,997

 

Incr (Decr) over Prior Period

           

$

(26,954

)

           

$

(124,714

)

           

$

(151,668

)

Slot Win Percentage

  

 

7.9

%

  

 

7.8

%

  

 

7.7

%

  

 

8.0

%

  

 

7.8

%

  

 

7.9

%

Incr (Decr) over Prior Period

           

 

(0.1

)pts

           

 

0.3

pts

           

 

0.1

pts

Number of Slot Machines

  

 

2,844

 

  

 

2,962

 

  

 

4,857

 

  

 

4,842

 

  

 

7,701

 

  

 

7,804

 

Incr (Decr) over Prior Period

           

 

118

 

           

 

(15

)

           

 

103

 

Poker Revenues

  

 

 

  

 

 

  

$

4,991

 

  

$

4,654

 

  

$

4,991

 

  

$

4,654

 

Incr (Decr) over Prior Period

           

 

 

           

$

(337

)

           

$

(337

)

Number of Poker Tables

  

 

 

  

 

 

  

 

67

 

  

 

66

 

  

 

67

 

  

 

66

 

Incr (Decr) over Prior Period

           

 

 

           

 

(1

)

           

 

(1

)

Other Gaming Revenues

  

 

 

  

 

 

  

$

532

 

  

$

465

 

  

$

532

 

  

$

465

 

Incr (Decr) over Prior Period

           

 

 

           

$

(67

)

           

$

(67

)

Total Gaming Revenues

  

$

81,501

 

  

$

75,431

 

  

$

129,925

 

  

$

123,232

 

  

$

211,426

 

  

$

198,663

 

Incr (Decr) over Prior Period

           

$

(6,070

)

           

$

(6,693

)

           

$

(12,763

)

Number of Guest Rooms

  

 

904

 

  

 

904

 

  

 

1,250

 

  

 

1,250

 

  

 

2,154

 

  

 

2,154

 

Occupancy Rate

  

 

91.6

%

  

 

87.9

%

  

 

94.4

%

  

 

92.3

%

  

 

93.2

%

  

 

90.5

%

Average Daily Rate (Room Revenue)

  

$

77.82

 

  

$

75.95

 

  

$

74.58

 

  

$

73.70

 

  

$

75.89

 

  

$

74.54

 

 

 

Gaming revenues are the primary source of Trump AC’s revenues. The year over year decrease in gaming revenues was primarily due to decreased slot revenues at the Taj Mahal and Trump Plaza attributable to severe winter weather in the Atlantic City market as well as adverse economic conditions and the war in Iraq.

 

Table game revenues decreased by approximately $2,518,000, or 3.9%, from the comparable period in 2002 due primarily to a decrease in the table game win percentage at the Trump Plaza. Overall Trump AC’s table win percentage decreased to 17.0% from 17.6% in the comparable period in 2002. Table game revenues represent the amount retained by Trump AC from amounts wagered at table games. The table win percentage tends to be fairly constant over the long term, but may vary significantly in the short term, due to large wagers by “high rollers”. The Atlantic City industry table win percentages were 16.2% and 16.6% for the quarters ended March 31, 2002 and 2003, respectively.

 

Slot revenues decreased by approximately $9,841,000, or 7.0%, from the comparable period in 2002 primarily as a result of decreased slot revenues at the Taj Mahal and Trump Plaza attributable to severe winter weather in the Atlantic City market as well as adverse economic conditions and the war in Iraq.

 

Promotional Allowances decreased by approximately $3,815,000, or 7.1%, from the comparable period in 2002 primarily as a result of decreases in coin and complimentary hotel services associated with decreased gaming revenues.

 

Gaming costs and expenses decreased by approximately $2,243,000, or 2.3%, from the comparable period in 2002 primarily as a result of reduced costs associated with decreased gaming revenues.

 

        General and Administrative costs and expenses increased by approximately $1,787,000, or 4.4%, from the comparable period in 2002. Expense increases at both the Taj Mahal and Trump Plaza were primarily related to increased real estate taxes, insurance and utility expenses.

 

 

15


Table of Contents

 

During 2002, Trump AC was seeking to refinance or modify the terms of the Trump AC Mortgage Notes which were approximately $1,300,000,000 aggregate principal amount as of March 31, 2003. Trump AC incurred approximately $1,570,000 in Debt Renegotiation Costs during the first quarter of 2002 and has since terminated such efforts. Accordingly, the debt renegotiation costs have been expensed in the accompanying statements of operations. Trump AC may renew its efforts to refinance or modify the Trump AC Mortgage Notes at a later date if and when capital market conditions are favorable.

 

In accordance with the New Jersey Business Tax Reform Act, Trump AC has recorded a provision for current income tax expense of $859,000 for the three months ended March 31, 2003. There was no comparable expense in the three months ended March 31, 2002 since this change was recorded beginning in the period in which the tax law was passed (third quarter 2002) pursuant to the accounting literature in Financial Accounting Standards Board Statement Number 109, “Accounting for Income Taxes.”

 

 

Seasonality

 

Cash flows from the Trump Plaza and the Taj Mahal operating activities are seasonal in nature, with spring and summer traditionally being peak seasons and autumn and winter being non-peak seasons. Consequently, the Company’s operating results during the two quarters ending in March and December are not historically as profitable as the two quarters ending in June and September. Any excess cash flow achieved from operations during peak seasons is used to subsidize non-peak seasons. Performance in non-peak seasons is usually dependent on favorable weather and a long-weekend holiday calendar. In the event that the Trump Plaza and the Taj Mahal are unable to generate excess cash flows in one or more peak seasons, they may not be able to subsidize non-peak seasons, if necessary.

 

 

ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Management has reviewed the disclosure requirements for Item 3 and, based upon the Registrants’ current capital structure, scope of operations and financial statement structure, management believes that such disclosure is not warranted at this time. Since conditions may change, the Registrants’ will periodically review its compliance with this disclosure requirement to the extent applicable.

 

 

ITEM 4—CONTROLS AND PROCEDURES

 

  (a)   Evaluation of Disclosure Controls and Procedures. Based on their evaluation as of a date within 90 days of the filing date of this Quarterly Report on Form 10-Q, the principal executive officer and principal financial officer of each of the Registrants have concluded that its disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Registrants in reports that they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

  (b)   Changes in Internal Controls. There were no specific changes in the Registrants’ internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

 

16


Table of Contents

 

 

 

PART II—OTHER INFORMATION

 

 

ITEM 1—LEGAL PROCEEDINGS

 

General. Trump AC, its partners, certain members of its former executive committee, and certain of its employees, have, from time to time, been involved in various legal proceedings. In general, Trump AC has agreed to indemnify such persons against any and all losses, claims, damages, expenses (including reasonable costs, disbursements and counsel fees) and liabilities (including amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties) incurred by them in said legal proceedings.

 

Various legal proceedings are now pending against Trump AC. Trump AC considers all such proceedings to be ordinary litigation incident to the character of its business. Trump AC believes that the resolution of these claims, to the extent not covered by insurance, will not, individually or in the aggregate, have a material adverse effect on the financial condition or results of operations of Trump AC.

 

 

ITEM 2—CHANGES IN SECURITIES AND USE OF PROCEEDS

 

Not Applicable.

 

 

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

 

Not Applicable.

 

 

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

 

Not Applicable.

 

 

ITEM 5—OTHER INFORMATION

 

None

 

 

ITEM 6—EXHIBITS AND REPORTS ON FORM 8-K

 

  a.   Exhibits:

 

99.1

 

Certification of the Chief Executive Officer of the Registrants Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2

 

Certification of the Chief Financial Officer of the Registrants Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  b.   Current Reports on Form 8-K:

 

The Registrants filed a Current Report on Form 8-K with the SEC on January 30, 2003 regarding its earnings press release for the year and fourth quarter ended December 31, 2002 issued on January 30, 2003.

 

17


Table of Contents

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

   

TRUMP ATLANTIC CITY ASSOCIATES

       

            (Registrant)

   

By:

 

TRUMP ATLANTIC CITY HOLDING, INC.,

       

        its Managing General Partner

Date:  May 15, 2003

 

By:

 

/S/    FRANCIS X. MCCARTHY, JR.


       

Francis X. McCarthy, Jr.

       

Chief Financial Officer

       

(Duly Authorized Officer and Principal Financial and

Accounting Officer)

   

TRUMP ATLANTIC CITY FUNDING, INC.

       

            (Registrant)

Date:  May 15, 2003

 

By:

 

/S/    FRANCIS X. MCCARTHY, JR.


       

Francis X. McCarthy, Jr.

       

Chief Financial Officer

       

(Duly Authorized Officer and Principal Financial and

Accounting Officer)

   

TRUMP ATLANTIC CITY FUNDING II, INC.

       

            (Registrant)

Date:  May 15, 2003

 

By:

 

/S/    FRANCIS X. MCCARTHY, JR.


       

Francis X. McCarthy, Jr.

       

Chief Financial Officer

       

(Duly Authorized Officer and Principal Financial and

Accounting Officer)

   

TRUMP ATLANTIC CITY FUNDING III, INC.

       

            (Registrant)

Date:  May 15, 2003

 

By:

 

/S/    FRANCIS X. MCCARTHY, JR.


       

Francis X. McCarthy, Jr.

       

Chief Financial Officer

       

(Duly Authorized Officer and Principal Financial and

Accounting Officer)

 

 

 

18


Table of Contents

 

CERTIFICATION

 

 

I, DONALD J. TRUMP, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Trump Atlantic City Associates;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  May 15, 2003

 

/S/  DONALD J. TRUMP


Donald J. Trump

Chief Executive Officer and President

of Trump Atlantic City Holding, Inc.,

the managing general partner of

Trump Atlantic City Associates

 

 

19


Table of Contents

 

CERTIFICATION

 

I, FRANCIS X. MCCARTHY, JR., certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Trump Atlantic City Associates;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  May 15, 2003

 

/S/  FRANCIS X. MCCARTHY, JR.


Francis X. McCarthy, Jr.

Executive Vice President of Finance and

Chief Financial Officer of

Trump Atlantic City Holding, Inc.,

the managing general partner of

Trump Atlantic City Associates

 

 

 

20


Table of Contents

 

CERTIFICATION

 

 

I, DONALD J. TRUMP, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Trump Atlantic City Funding, Inc.;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  May 15, 2003

 

/S/  DONALD J. TRUMP


Donald J. Trump

Chief Executive Officer and President

of Trump Atlantic City Funding, Inc.

 

 

21


Table of Contents

 

CERTIFICATION

 

 

I, FRANCIS X. MCCARTHY, JR., certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Trump Atlantic City Funding, Inc.;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  May 15, 2003

 

/S/  FRANCIS X. MCCARTHY, JR.


Francis X. McCarthy, Jr.

Executive Vice President of Finance and

Chief Financial Officer of

Trump Atlantic City Funding, Inc.

 

 

 

22


Table of Contents

 

CERTIFICATION

 

 

I, DONALD J. TRUMP, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Trump Atlantic City Funding II, Inc.;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  May 15, 2003

 

/S/  DONALD J. TRUMP


Donald J. Trump

Chief Executive Officer and President

of Trump Atlantic City Funding II, Inc.

 

 

23


Table of Contents

 

CERTIFICATION

 

 

I, FRANCIS X. MCCARTHY, JR., certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Trump Atlantic City Funding II, Inc.;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  May 15, 2003

 

/S/  FRANCIS X. MCCARTHY, JR.


Francis X. McCarthy, Jr.

Executive Vice President of Finance and

Chief Financial Officer of Trump Atlantic City Funding II, Inc.

 

 

 

24


Table of Contents

 

CERTIFICATION

 

 

I, DONALD J. TRUMP, certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Trump Atlantic City Funding III, Inc.;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  May 15, 2003

 

/S/  DONALD J. TRUMP


Donald J. Trump

Chief Executive Officer and President

of Trump Atlantic City Funding III, Inc.

 

 

25


Table of Contents

 

CERTIFICATION

 

 

I, FRANCIS X. MCCARTHY, JR., certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Trump Atlantic City Funding III, Inc.;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:  May 15, 2003

 

/S/  FRANCIS X. MCCARTHY, JR.


Francis X. McCarthy, Jr.

Executive Vice President of Finance and

Chief Financial Officer of

Trump Atlantic City Funding III, Inc.

 

 

 

26


Table of Contents

 

EXHIBIT INDEX

 

 

Exhibit No.

  

Description

99.1

  

Certification of the Chief Executive Officer of the Registrants Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2

  

Certification of the Chief Financial Officer of the Registrants Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.