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 Registrants 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 Registrants 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 Registrants 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 Registrants 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.
TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES
INDEX TO FORM 10-Q
Page No. | ||
PART IFINANCIAL INFORMATION |
||
ITEM 1Financial Statements |
||
Condensed Consolidated Balance Sheets as of December 31, 2002 and March 31, 2003 (unaudited) |
1 | |
2 | ||
3 | ||
4 | ||
Notes to Condensed Consolidated Financial Statements (unaudited) |
5-7 | |
ITEM 2Managements Discussion and Analysis of Financial Condition and Results of Operations |
8-16 | |
ITEM 3Quantitative and Qualitative Disclosures About Market Risk |
16 | |
ITEM 4Controls and Procedures |
16 | |
PART IIOTHER INFORMATION |
||
ITEM 1Legal Proceedings |
17 | |
ITEM 2Changes in Securities and Use of Proceeds |
17 | |
ITEM 3Defaults Upon Senior Securities |
17 | |
ITEM 4Submission of Matters to a Vote of Security Holders |
17 | |
ITEM 5Other Information |
17 | |
ITEM 6Exhibits and Reports on Form 8-K |
17 | |
SIGNATURES |
||
SignatureTrump Atlantic City Associates |
18 | |
SignatureTrump Atlantic City Funding, Inc. |
18 | |
SignatureTrump Atlantic City Funding II, Inc. |
18 | |
SignatureTrump Atlantic City Funding III, Inc. |
18 | |
19-26 | ||
27 |
i
PART IFINANCIAL INFORMATION
ITEM 1FINANCIAL 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
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 |
| ||
LessPromotional 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
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
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
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 ACor 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 ACs 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 ACs 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 ACs 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 SECs website, www.sec.gov.
5
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 InformationTrump 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 Companys financial results.
6
TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In November 2002, the FASB issued Interpretation No. 45, Guarantors 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 Companys 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
Item 2MANAGEMENTS 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 Companys 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 ConditionLiquidity 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.
8
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 ConditionLiquidity 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.
9
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 Jerseys 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 Companys 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.
10
Revenue Recognition and Allowance for Doubtful Accounts
The majority of the Companys 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 patrons creditworthiness, as determined by an examination of various factors including a credit check of the patron, a verification of the patrons personal checking account balance, and a verification of the patrons 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 Companys 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 Companys 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 Companys assets periodically.
Self-Insurance Reserves
Self-insurance reserves represent the estimated amounts of uninsured claims related to employee health medical costs, workmans 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 Companys financial results.
In November 2002, the FASB issued Interpretation No. 45, Guarantors 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 Companys 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.
11
Financial Condition
Liquidity and Capital Resources
Cash flows from operating activities of Trump Plaza and the Taj Mahal are the Companys primary source of liquidity. To a lesser extent, the Company has relied on capital lease financing for its capital resource needs. The Companys 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 Companys 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 Companys 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.
12
Summary of the Companys Public Indebtedness
Trump AC Mortgage Notes. Trump ACs 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,
13
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 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
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 ACs 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 ACs 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
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 Companys 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 3QUANTITATIVE 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 4CONTROLS 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
PART IIOTHER INFORMATION
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 2CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable.
ITEM 3DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
None
ITEM 6EXHIBITS 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
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.
(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) | ||||
(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) | ||||
(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) | ||||
(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
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 registrants 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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 registrants 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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 registrants 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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 registrants 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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 registrants 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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 registrants 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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 registrants 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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 registrants 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 registrants 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 registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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. |