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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, 2004

 

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.: 333-00643

 


 

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)

 

Commission File No.: 333-00643-02

 

Delaware   22-3418939
(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 II, INC.

(Exact Name of Registrant as specified in its charter)

 

Commission File No.: 333-43979-03

 

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)

 

Commission File No.: 333-43975-03

 

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 14, 2004, there were 100 shares of Trump Atlantic City Funding, Inc.’s common stock outstanding.

 

As of May 14, 2004, there were 100 shares of Trump Atlantic City Funding II, Inc.’s common stock outstanding.

 

As of May 14, 2004, 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

 

FORM 10-Q

Table of Contents

 

     Page

PART I—FINANCIAL INFORMATION

    

ITEM 1—Financial Statements

    

Condensed Consolidated Balance Sheets as of December 31, 2003 and March 31, 2004 (unaudited)

   1

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2003 and 2004 (unaudited)

   2

Condensed Consolidated Statement of Capital/(Deficit) for the Three Months Ended March 31, 2004 (unaudited)

   3

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2004 (unaudited)

   4

Notes to Condensed Consolidated Financial Statements (unaudited)

   5

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

   11

ITEM 3—Quantitative and Qualitative Disclosures About Market Risk

   21

ITEM 4—Controls and Procedures

   21

PART II—OTHER INFORMATION

    

ITEM 1—Legal Proceedings

   22

ITEM 2—Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

   22

ITEM 3—Defaults Upon Senior Securities

   22

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

   22

ITEM 5—Other Information

   22

ITEM 6—Exhibits and Reports on Form 8-K

   22

SIGNATURES

   23

EXHIBIT INDEX

   24

 

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Table of Contents

PART I—FINANCIAL INFORMATION

 

ITEM 1—FINANCIAL STATEMENTS

 

TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

    

December 31,

2003


   

March 31,

2004


 
           (unaudited)  
ASSETS                 

CURRENT ASSETS:

                

Cash and cash equivalents

   $ 59,727     $ 91,441  

Receivables, net

     25,200       24,193  

Inventories

     8,427       8,042  

Other current assets

     8,187       7,578  
    


 


Total current assets

     101,541       131,254  

PROPERTY AND EQUIPMENT, NET

     1,247,472       1,249,997  

DEFERRED LOAN COSTS, NET

     6,966       6,103  

OTHER ASSETS

     40,528       41,515  
    


 


Total assets

   $ 1,396,507     $ 1,428,869  
    


 


LIABILITIES AND CAPITAL                 

CURRENT LIABILITIES:

                

Current maturities of long-term debt

   $ 19,127     $ 23,532  

Accounts payable and accrued expenses

     91,279       95,821  

Accrued interest payable

     24,375       60,938  

Due to affiliates, net

     7,799       9,992  
    


 


Total current liabilities

     142,580       190,283  

LONG-TERM DEBT, net of current maturities

     1,317,243       1,324,974  

OTHER LONG-TERM LIABILITIES

     23,078       23,012  
    


 


Total liabilities

     1,482,901       1,538,269  
    


 


CAPITAL/(DEFICIT):

                

Partners’ capital

     220,408       220,306  

Accumulated deficit

     (306,802 )     (329,706 )
    


 


Total capital/(deficit)

     (86,394 )     (109,400 )
    


 


Total liabilities and capital/(deficit)

   $ 1,396,507     $ 1,428,869  
    


 


 

See accompanying notes.

 

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TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2004

(unaudited)

(in thousands)

 

    

Three Months

Ended March 31,


 
     2003

    2004

 

REVENUES:

                

Gaming

   $ 198,663     $ 190,154  

Rooms

     13,073       12,504  

Food and beverage

     21,038       21,023  

Other

     5,579       6,575  
    


 


Gross revenues

     238,353       230,256  

Less-Promotional allowances

     49,852       51,941  
    


 


Net revenues

     188,501       178,315  
    


 


COSTS AND EXPENSES:

                

Gaming

     93,889       89,615  

Rooms

     6,006       5,382  

Food and beverage

     7,215       6,783  

General and administrative

     42,394       41,279  

General and administrative - related party

     307       444  

Depreciation and amortization

     15,447       18,217  
    


 


       165,258       161,720  
    


 


Income from operations

     23,243       16,595  
    


 


NON-OPERATING INCOME AND (EXPENSE):

                

Interest and other non-operating income

     217       120  

Interest expense

     (38,642 )     (38,616 )
    


 


Non-operating expense, net

     (38,425 )     (38,496 )
    


 


Loss before income tax provision

     (15,182 )     (21,901 )

Income tax provision

     (859 )     (1,003 )
    


 


NET LOSS

   $ (16,041 )   $ (22,904 )
    


 


 

See accompanying notes.

 

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TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENT OF CAPITAL/(DEFICIT)

 

FOR THE THREE MONTHS ENDED MARCH 31, 2004

(unaudited)

(in thousands)

 

    

Partners’

Capital


   

Accumulated

Deficit


   

Total

Capital/(Deficit)


 

Balance, December 31, 2003

   $ 220,408     $ (306,802 )   $ (86,394 )

Partnership distribution

     (102 )     —         (102 )

Net loss

     —         (22,904 )     (22,904 )
    


 


 


Balance, March 31, 2004

   $ 220,306     $ (329,706 )   $ (109,400 )
    


 


 


 

See accompanying notes.

 

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TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2004

(unaudited)

(in thousands)

 

    

Three Months Ended

March 31,


 
     2003

    2004

 

CASH FLOWS FROM OPERATING ACTIVITIES:

                

Net loss

   $ (16,041 )   $ (22,904 )

Adjustments to reconcile net loss to net cash flows from operating activities—
Non-cash charges—

                

Depreciation and amortization

     15,447       18,217  

Accretion of discount on indebtedness

     112       100  

Amortization of deferred loan offering costs

     967       863  

Provisions for losses on receivables

     1,468       890  

Valuation allowance - CRDA investments

     1,171       809  

(Increase)/decrease in receivables

     (1,968 )     117  

Decrease in inventories

     413       385  

Decrease in other current assets

     1,270       586  

Decrease/(increase) in other assets

     1,345       (722 )

Increase in amounts due to affiliates

     94       2,193  

Increase in accounts payable, accrued expenses and other liabilities

     36,845       42,509  
    


 


Net cash provided by operating activities

     41,123       43,043  
    


 


CASH FLOWS FROM INVESTING ACTIVITIES:

                

Purchase of property and equipment

     (6,412 )     (4,539 )

Purchases of CRDA investments, net

     (2,491 )     (2,365 )
    


 


Net cash used in investing activities

     (8,903 )     (6,904 )
    


 


CASH FLOWS FROM FINANCING ACTIVITIES:

                

Payments of long-term debt

     (3,506 )     (4,323 )

Distributions to parent company

     (862 )     (102 )
    


 


Net cash used in financing activities

     (4,368 )     (4,425 )
    


 


NET INCREASE IN CASH AND CASH EQUIVALENTS

     27,852       31,714  

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     79,007       59,727  
    


 


CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 106,859     $ 91,441  
    


 


Supplemental Disclosures of Cash Flow Information:

                

•    Cash paid for interest

   $ 1,008     $ 1,092  
    


 


•    Cash paid for income taxes

   $ —       $ 175  
    


 


•    Equipment purchased under capital leases

   $ 1,760     $ 16,359  
    


 


 

See accompanying notes.

 

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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 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”), (ii) 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” and together with the Taj Mahal, the “Trump AC Properties”), (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 Taj Associates and Plaza 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 (collectively the “Issuers”) have no independent operations and, therefore, their ability to service debt is dependent upon the successful operations of Taj Associates and Plaza Associates. There are no restrictions on the ability of Taj Associates and Plaza Associates, the primary guarantors (the “Subsidiary Guarantors”) of the aggregate principal amount of $1.3 billion 11 1/4% First Mortgage Notes due May 1, 2006 of the Issuers (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 the Trump AC Properties through Taj Associates and Plaza Associates. The majority of Trump AC’s revenues are derived from its gaming operations. The Atlantic City market is very competitive, especially since the opening of the Borgata Casino Hotel and Spa by a joint venture of MGM Mirage and Boyd Gaming in Atlantic City’s marina district in July 2003, and is anticipated to become more competitive in the future. The Company views each casino property as an operating segment and all such operating segments have been aggregated into one reporting segment. Each casino property derives its revenues from casino operations, room rental, food and beverage sales and entertainment revenue.

 

THCR and its subsidiaries are very highly leveraged, with extensive secured borrowings by its operating level subsidiaries, including the Trump AC Mortgage Notes. The Company has incurred recurring operating losses, which totaled $14.0 million, $3.4 million, and $53.9 million during the years ended December 31, 2001, 2002, and 2003, respectively and has a working capital deficit of $59.0 million at March 31, 2004. The recurring operating losses are primarily the result of substantial debt service obligations on outstanding indebtedness. In 2004, the Company’s debt service obligation is approximately $155 million. Due to these factors, the Company has not been able to expand its operations or reinvest in the maintenance of the Trump AC Properties at desired levels. Furthermore, the Company does not currently have any short-term borrowing capacity available. Although the Company anticipates that it will have sufficient funds on hand to provide for the scheduled debt service obligations on its outstanding indebtedness during 2004 within applicable grace periods, there can be no assurances such funds will be available.

 

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TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

As a result of these factors, management has reviewed various financing alternatives. As discussed in Note 2 the Company’s parent company, THCR, announced that it has entered into an exclusivity agreement with DLJ Merchant Banking Partners III, L.P. (“DLJMB”) in connection with a proposed $400 million equity investment by DLJMB to sponsor a comprehensive recapitalization of THCR and its subsidiaries. On the same date as the announcement of the Potential Recapitalization, certain credit agencies downgraded certain of THCR’s indebtedness, including the Trump AC Mortgage Notes. The Potential Recapitalization is contingent upon a variety of factors. No assurances can be made that the Potential Recapitalization will occur, or if it does occur, that it will occur on terms acceptable to THCR to allow THCR and its subsidiaries to meet their obligations as they become due. Additionally, management has implemented programs to obtain cash flow savings and will continue to attempt to implement such programs in the upcoming year if the Potential Recapitalization does not occur. These programs include labor savings through increased automation of the Company’s slot machine product on the gaming floor and the further reduction of planned capital expenditures and maintenance programs. However, there can be no assurances that these programs would be successful for any protracted period of time. Accordingly, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty or the comprehensive recapitalization.

 

Subject to the foregoing, 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.

 

As previously announced in their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2003, THCR and the Company anticipate, but cannot ensure, that Trump AC will have sufficient funds from operations on hand to provide for the May 1, 2004 installment of interest then due and payable on the Trump AC Mortgage Notes within the 30-day grace period provided under the indentures governing such indebtedness.

 

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 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, 2003 filed with the SEC and available on the SEC’s website, www.sec.gov.

 

The casino industry in Atlantic City is seasonal in nature with the peak season being the spring and summer months; therefore, results of operations for the three months ended March 31, 2004 are not necessarily indicative of the operating results for a full year.

 

Reclassifications

 

Certain reclassifications and disclosures have been made to prior year financial statements in order to conform to the current year presentation.

 

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TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

(2) Potential Recapitalization

 

On February 12, 2004, THCR announced that it has entered into an exclusivity agreement with DLJMB, an affiliate of Credit Suisse First Boston, in connection with a proposed $400 million equity investment by DLJMB to sponsor a comprehensive recapitalization of THCR and its subsidiaries, including Trump AC and its subsidiaries (the “Potential Recapitalization”). Consummation of such recapitalization is subject to a variety of conditions, as discussed below. DLJMB’s proposed investment is expected to be in the form of THCR’s common stock, and is expected, if consummated, to result in a substantial deleveraging of THCR’s balance sheet. DLJMB would also become the majority shareholder of THCR, with Donald J. Trump continuing as the Chairman of THCR’s Board of Directors and as a significant equity holder.

 

DLJMB’s investment is contingent upon a number of factors, including (i) obtaining approvals from the casino gaming regulatory authorities, (ii) a restructuring of the Trump AC Mortgage Notes ($1.3 billion outstanding at March 31, 2004) and the Trump Casino Holdings, LLC, an affiliate of the Company (“TCH”), 11 5/8% First Priority Mortgage Notes due 2010 (the “TCH First Priority Mortgage Notes”) and TCH’s 17 6/8% Second Priority Mortgage Notes due 2010 (the “TCH Second Priority Mortgage Notes, and together with the TCH First Priority Mortgage Notes, the “TCH Notes”) (approximately $493.8 million outstanding at March 31, 2004) at a discount to the face amount of such notes, and (iii) reaching a definitive agreement with DLJMB and Mr. Trump concerning the specific terms of DLJMB’s investment, including, but not limited to, DLJMB’s purchase price for THCR’s Common Stock, percentage of equity ownership, the Company’s pro forma debt and equity capitalization, and corporate governance terms.

 

Certain holders of the Trump AC Mortgage Notes have formed a committee, (the “TACA Noteholder Committee”), to discuss the Potential Recapitalization with the Company, and the TACA Noteholder Committee has also engaged advisors. Certain holders of the TCH First Priority Mortgage Notes have also formed a committee, (the “TCH Noteholder Committee”), and have also engaged advisors. The Company and DLJMB have proposed certain key terms of the Potential Recapitalization to the Trump AC Noteholder Committee and TCH Noteholder Committee which may be different than the terms of a consummated recapitalization plan, if any.

 

Although THCR has had extensive discussions with DLJMB regarding the Potential Recapitalization, it has not entered into any definitive agreements with DLJMB or any other parties, including note holders, concerning the proposed DLJMB transaction or any other recapitalization (other than the exclusivity agreement with DLJMB and an agreement to pay DLJMB expenses in certain circumstances and a substantial fee if certain transactions occur within specified periods and DLJMB does not participate). There is no assurance that the terms of a definitive agreement concerning DLJMB’s proposed investment in THCR will be reached between THCR and DLJMB, that THCR’s debt will be restructured, or that any transaction will be consummated. Furthermore, the impact of the Potential Recapitalization on existing security holders is uncertain. As noted above, the Potential Recapitalization is conditioned upon the holders of the Trump AC Mortgage Notes and the TCH Notes agreeing to a reduction in the face amount of their notes.

 

If the Potential Recapitalization or other recapitalization plan is not consummated, THCR will continue to consider alternatives to optimize stakeholder return, reduce its consolidated indebtedness and improve its capital structure, including the alternatives described above and others. There is no assurance that any such alternatives will be achieved.

 

(3) Other Assets

 

Plaza Associates is appealing a real estate tax assessment by the City of Atlantic City. At December 31, 2003 and March 31, 2004, other assets include $8,014,000 which Plaza Associates believes will be recoverable on the settlement of the appeal.

 

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TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

(4) 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,
2003


  

March 31,

2004


          (unaudited)

Total Assets (including First Mortgage Notes receivable of $1,299,175,000 at December 31, 2003 and $1,299,274,000 at March 31, 2004 and related interest receivable)

   $ 1,323,550,000    $ 1,360,212,000
    

  

Total Liabilities and Capital (including First Mortgage Notes payable of $1,299,175,000 at December 31, 2003 and $1,299,274,000 at March 31, 2004 and related interest payable)

   $ 1,323,550,000    $ 1,360,212,000
    

  

     Three Months Ended March 31,

     2003

   2004

Interest Income

   $ 36,562,000    $ 36,562,000
    

  

Interest Expense

     36,562,000      36,562,000
    

  

Net Income

   $ —      $ —  
    

  

 

(5) Recent Accounting Pronouncements

 

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an interpretation of ARB 51.” The primary objectives of this interpretation are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (“variable interest entities”) and how to determine when and which business enterprise (the “primary beneficiary”) should consolidate the variable interest entity. This new model for consolidation applies to an entity in which either (i) the equity investors (if any) do not have a controlling financial interest; or (ii) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that the primary beneficiary, as well as all other enterprises with a significant variable interest in a variable interest entity, make additional disclosures. Certain disclosure requirements of FIN 46 were effective for financial statements issued after January 31, 2003. In December 2003, the FASB issued FIN 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46-R”) to address certain FIN 46 implementation issues. The effective dates and impact of FIN 46 and FIN 46-R are as follows: (i) Special-purpose entities (“SPEs”) created prior to February 1, 2003- the company must apply either the provisions of FIN 46 or early adopt the provisions of FIN 46-R at the end of the first interim or annual reporting period ending after December 15, 2003; (ii) Non-SPEs created prior to February 1, 2003- the company is required to adopt FIN 46-R at the end of the first interim or annual reporting period ending after March 15, 2004; and (iii) All entities, regardless of whether an SPE, that were created subsequent to January 31, 2003- the provisions of FIN 46 were applicable for variable interests in entities obtained after January 31, 2003. The adoption of the provisions applicable to SPEs and all other variable interests obtained after January 31, 2003 did not have a material impact on the Company’s consolidated financial position, consolidated results of operations, or liquidity. Adoption of this pronouncement had no material impact on the Company’s consolidated financial position, consolidated results of operations, or liquidity.

 

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TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

(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 and 2004, Trump AC declared cash partnership distributions to THCR of $862,000 and $102,000, respectively consisting of operating expense reimbursements.

 

(7) Subsequent Events

 

Trump AC Mortgage Notes; May 2004 Interest Payment. The Company anticipates making the May 1, 2004 installment of interest on the Trump AC Mortgage Notes within the 30-day grace period provided under the indentures governing such indebtedness. The Company anticipates, but cannot ensure, that it will have sufficient funds from operations on hand to provide for such interest within the grace period.

 

NJSEA Subsidy Agreement. On April 12, 2004, the twelve Atlantic City casino properties, including the Trump AC properties, executed an agreement with the New Jersey Sports & Exposition Authority (“NJSEA”) and the Casino Reinvestment Development Authority (“CRDA”) to, among other things, enhance purses, fund breeder’s awards and establish account wagering at New Jersey horse racing tracks (“NJSEA Subsidy Agreement”).

 

The NJSEA Subsidy Agreement provides that the casinos, pro rata according to their gross revenue, shall: (a) provide $34 million to NJSEA in cash, over a four year period, and donate $52 million to NJSEA from the regular payment of their CRDA obligations to, in the aggregate, be used by NJSEA through 2008 to enhance such purses, fund such breeder’s awards and establish such account wagering; and (b) donate $10 million from the regular payment of their CRDA obligations to be used by CRDA as grants to such other North Jersey projects as it shall determine. Trump AC has estimated its portion of the industry obligation at approximately 17.0%.

 

The NJSEA Subsidy Agreement further provides, with respect to the obligations of NJSEA and CRDA, for: (a) legislation by December 2004 which establishes and funds a $62 million Casino Expansion Fund to be administered by CRDA and made available pro rata to each casino for use in expanding its casino hotel facility in the amounts of and at the times at which it makes its donation payments to CRDA (“Casino Expansion Fund Act”); (b) a moratorium until January 2009, which casinos may enforce by court injunction, on the conduct of “casino gaming” at any New Jersey racetrack, unless casinos controlling a majority of the hotel rooms controlled by the casinos in Atlantic City otherwise agree; (c) a moratorium until January 2006 on the authorization of “casino gaming” at any New Jersey racetrack, the violation of which shall terminate the Agreement and all further payments to NJSEA and require that NJSEA return all undistributed cash and that CRDA return all undistributed donated CRDA obligations to the casinos; and (d) a license through August 2008, at no cost to the casino industry, for the display of messages promoting Atlantic City generally in prominent locations at the Meadowlands and Monmouth racetracks.

 

The NJSEA Subsidy Agreement finally provides that, if the Casino Expansion Fund Act is not enacted by the New Jersey Legislature by December 2004: (a) the casinos shall provide $7 million in cash to NJSEA by December 10, 2004 and donate $13 million from the regular payment of their CRDA obligations to NJSEA to, in the aggregate, be used by NJSEA to enhance such purses, fund such breeder’s awards and establish such account wagering; (b) the moratorium on the conduct of “casino gaming” at New Jersey racetracks shall expire as of January 2006; and (c) the NJSEA Subsidy Agreement shall otherwise terminate.

 

In addition to the NJSEA Subsidy Agreement, prominent leaders of the New Jersey Legislature have publicly stated their intent that the Legislature, by December 2004, enact the Casino Expansion Fund Act; repeal in increments over a three year period, the 4.25% tax on complementaries it imposed as of July 2003; and, for four years, refrain from imposing any new or increased casino industry specific taxes.

 

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TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Trump Plaza Warehouse. On February 17, 2003, Plaza Associates’ off-site warehouse collapsed due to an unusual amount of snowfall. As a result, it was demolished, and Trump Plaza is currently leasing another warehouse. During the second quarter of 2004, Plaza Associates settled a claim with the insurance carrier and will be recording a gain of approximately $1.5 million in the second quarter.

 

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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 Taj Mahal Casino Resort (the “Taj Mahal”) and Trump Plaza Hotel and Casino (“Trump Plaza” and together with the Taj Mahal, the “Trump AC Properties”) in Atlantic City, New Jersey. Terms not defined in this section shall have the meanings ascribed to them elsewhere in this Quarterly Report on Form10-Q.

 

Overview

 

THCR and its subsidiaries are very highly leveraged, with extensive secured borrowings by its operating level subsidiaries, including the Trump AC Mortgage Notes. The Company has incurred recurring operating losses, which totaled $14.0 million, $3.4 million, and $53.9 million during the years ended December 31, 2001, 2002, and 2003, respectively, and has a working capital deficit of $59.0 million at March 31, 2004. The recurring operating losses are primarily the result of substantial debt service obligations on the Trump AC Mortgage Notes. In 2004, the Company’s debt service obligation is approximately $155 million. Due to these factors, the Company has not been able to reinvest in the maintenance of its owned properties at desired levels or expand its operations. Furthermore, the Company does not currently have any short-term borrowing capacity available.

 

Potential Recapitalization

 

As a result of competitive pressures discussed above, management has reviewed various financing alternatives. Although management anticipates that, based upon its cash flow forecast for 2004, Trump AC and its subsidiaries will have sufficient cash flows to meet their respective debt service requirements on the Trump AC Mortgage Notes within applicable grace periods and operating expense requirements throughout 2004, there can be no assurances in this regard, including with respect to the interest payment which was due on May 1, 2004. On February 12, 2004, the Company’s parent company, THCR, announced that it has entered into an exclusivity agreement with DLJMB in connection with a proposed $400 million equity investment by DLJMB to sponsor a comprehensive recapitalization of THCR and its subsidiaries, including Trump AC and its subsidiaries (the “Potential Recapitalization”). On the same date as the announcement of the Potential Recapitalization, certain credit agencies downgraded certain of THCR’s indebtedness, including the Trump AC Mortgage Notes. The consummation of the Potential Recapitalization is contingent upon a variety of factors. No assurances can be made that the Potential Recapitalization will occur, or if it does occur, that it will occur on terms acceptable to the Company to allow the Company to meet its obligations as they become due. Additionally, management has implemented programs to obtain cash flow savings and will continue to attempt to implement such programs in the upcoming year if the Potential Recapitalization does not occur. These programs include labor savings through increased automation of the Company’s slot machines and the further reduction of planned capital expenditures and maintenance programs. However, there can be no assurances that these programs will be successful for any protracted period of time. Accordingly, the financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty or the comprehensive recapitalization.

 

Factors That May Affect Our Future Results

 

Some of the factors that may affect our future results are discussed below. For a discussion of other factors that may affect our future results, please see our Annual Report on Form 10-K for the year ended December 31, 2003, previously filed with the SEC and available for inspection on our website at www.trump.com.

 

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We have substantial indebtedness and interest expense which limit our capital expenditures.

 

Our company has substantial indebtedness and associated interest expense. At March 31, 2004, our consolidated long-term debt was approximately $1.3 billion. The Trump AC Mortgage Notes are guaranteed by Taj Associates and by Plaza Associates, and are secured by substantially all of the fixed and other assets of such entities on a priority basis. Management believes that this indebtedness and associated interest expense hinders the Company’s ability to reinvest in the maintenance of its properties at desired levels.

 

We cannot ensure that we will have sufficient funds on hand to make the May 1, 2004 interest payment on the Trump AC Mortgage Notes within the 30-day grace period.

 

Interest on the Trump AC Mortgage Notes (approximately $73.1 million, semi-annually) is payable on May 1 and November 1 of each year. THCR anticipates, but cannot ensure, that Trump AC will have sufficient funds on hand from operations to provide for the May 1, 2004 installment of interest then due and payable on the Trump AC Mortgage Notes within the 30-day grace period provided for under the indentures governing the Trump AC Mortgage Notes.

 

It is an Event of Default under the indentures pursuant to which the Trump AC Mortgage Notes were issued if the interest thereon is not paid within 30 days of the due date. Upon the occurrence of an Event of Default, the Trustee may, and upon the request of the holders of 25% of the outstanding Trump AC Mortgage Notes, is required to, declare the entire unpaid amount of the Trump AC Mortgage Notes to be immediately due and payable. If such an Event of Default were to occur and the Trump AC Mortgage Notes were to be accelerated, Trump AC would not be able to pay such indebtedness. In such event, Trump AC would likely seek to restructure the Trump AC Mortgage Notes.

 

The Trump AC Mortgage Notes are not guaranteed by THCR or by TCH, and the assets of TCH do not secure the Trump AC Mortgage Notes. An Event of Default under the Trump AC Mortgage Notes is not an Event of Default under the indentures pursuant to which the TCH Notes were issued. The ability of Trump AC and its subsidiaries to pay interest on the Trump AC Mortgage Notes depends primarily on the ability of its subsidiaries to generate cash flows sufficient for such purposes. There can be no assurances that the future operating performance of the Trump AC Properties will be sufficient to generate the cash flows required to meet the debt service obligations on any indebtedness. The ability of Trump AC to borrow funds for such purpose is also restricted.

 

THCR is pursuing the Potential Recapitalization which is intended to reduce debt and provide capital, the completion of which cannot be assured.

 

Recently, THCR announced the Potential Recapitalization to attempt to reduce the high levels of indebtedness of its subsidiaries, including Trump AC, and related interest expense and infuse equity capital into THCR and its subsidiaries.

 

The Potential Recapitalization depends upon the occurrence of several events, including:

 

    a restructuring of the Trump AC Mortgage Notes and the TCH Notes that would reduce their face value, either through in or out-of-court proceedings;

 

    reaching definitive agreement with THCR and Mr. Trump concerning the specific terms of DLJMB’s investment, including: (i) whether its investment is made directly in THCR or in a subsidiary of THCR; (ii) the price (which may be, or be the equivalent of, or more or less than, the market prices for THCR common stock now or at the date of the definitive agreement); (iii) the amount and percentage ownership to be acquired by DLJMB (although its investment would represent more than a majority in all scenarios discussed to date); (iv) the terms of corporate governance post-investment; (v) the potential resale of its investment; and (vi) the terms of THCR’s continued use of the “Trump” name and marks, and of Mr. Trump’s continued service as Chairman (in exchange for which Mr. Trump is expected to receive additional equity and/or other consideration); and

 

    receiving appropriate gaming approvals.

 

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Whether or not the Potential Recapitalization will progress will depend on whether the Special Committee, DLJMB, key holders of the Trump AC Mortgage Notes and the TCH Notes and Mr. Trump are able to agree on the definitive terms of the recapitalization that, once agreed to, would then be proposed for regulatory and other required consents and approvals. There is no assurance any such agreement will be reached, or that if it is reached, that all necessary consents and approvals will be obtained.

 

The Company and DLJMB have proposed certain key terms of the Potential Recapitalization to the TACA Noteholder Committee and the TCH Noteholder Committee which may be different than the terms of a consummated recapitalization plan, if any.

 

Certain possible consequences of the Potential Recapitalization

 

If the parties can agree on the terms of a Potential Recapitalization, they will likely seek to implement it through a series of steps, any one of which may not be successful, including the restructuring of the Trump AC Mortgage Notes and the TCH Notes which, given the number of holders of such notes, may be effected through a court approved plan of reorganization. In any such proceeding, THCR anticipates that its trade creditors would be paid in full. There is no assurance that any such plan would be approved by the requisite vote of stakeholders. It is also possible that, if a THCR sponsored plan is not agreed upon, noteholders may propose any number of alternative plans, some of which may involve noteholders seeking to foreclose on their collateral. Pursuant to any plan, noteholders may receive new notes, cash, other property, equity securities, or a combination of any of these. Any such new notes may be secured or unsecured, senior or subordinated, and have payment and other terms substantially different from the Trump AC Mortgage Notes or the TCH Notes.

 

If the Potential Recapitalization is approved and implemented, it could result in a substantial deleveraging of THCR and its subsidiaries and reduction in its debt service. If the plan is approved and implemented, the holders of common stock of THCR prior to the transaction, including Mr. Trump (on account of his existing shares) are likely to have their existing interests substantially diluted and the value of that interest may be less than now. Further, DLJMB will own a majority equity interest in THCR and will be in a position to control THCR, subject to agreed upon contractual limitations on its rights, if any.

 

Even if the plan is approved and implemented, and facilitates the desired expansion and development of THCR’s properties, the change may not lead to the hoped for increase in the volume and profitability of THCR’s business.

 

Alternatives to the Potential Recapitalization

 

If the Potential Recapitalization or other recapitalization plan is not consummated, THCR will continue to consider alternatives to optimize stakeholder return, reduce its consolidated indebtedness and improve its capital structure, including the alternatives described above and others. There is no assurance that any such alternatives will be achieved.

 

Our ability to raise capital through refinancing is subject to a variety of risks and uncertainties.

 

If the Potential Recapitalization is not consummated, the ability of Trump AC 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 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 Trump AC and its subsidiaries will be conducive to refinancing debt at any given time or on favorable terms. On February 12, 2004, the date of announcement of the Potential Recapitalization, Moody’s downgraded the debt ratings of the Trump AC Mortgage Notes and Standard & Poor’s placed the Trump AC Mortgage Notes on credit watch. These rating downgrades and any future rating downgrades could impair the Company’s ability to raise debt financing for any purpose if it determined to do so.

 

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Restrictions contained in the indentures governing the Trump AC Mortgage Notes may impose limits on our ability to pursue certain business strategies.

 

The indentures governing the Trump AC Mortgage Notes contain operating and financial restrictions that limit our discretion on various business matters. These restrictions include covenants limiting our ability to:

 

    incur additional debt (with certain limited exceptions) without satisfying certain financial ratios that Trump AC cannot currently meet;

 

    grant liens;

 

    make capital expenditures;

 

    make investments without satisfying certain financial ratios that Trump AC cannot currently meet;

 

    sell assets without making an offer to purchase Trump AC Mortgage Notes;

 

    merge or consolidate with another company;

 

    pay dividends and other distributions;

 

    issue stock of subsidiaries; and

 

    enter into transactions with affiliates.

 

These restrictions may severely restrict flexibility in planning for, or reacting to, changes in our business and the gaming industry. This reduced flexibility could hurt our results of operations and our ability to meet our debt service obligations with respect to our indebtedness.

 

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

 

NJSEA Subsidy Agreement. On April 12, 2004, the twelve Atlantic City casino properties, including the Trump AC Properties, executed an agreement with the New Jersey Sports & Exposition Authority (“NJSEA”) and the Casino Reinvestment Development Authority (“CRDA”) to, among other things, enhance purses, fund breeder’s awards and establish account wagering at New Jersey horse racing tracks (“NJSEA Subsidy Agreement”).

 

The NJSEA Subsidy Agreement provides that the casinos, pro rata according to their gross revenue, shall: (a) provide $34 million to NJSEA in cash, over a four year period, and donate $52 million to NJSEA from the regular payment of their CRDA obligations to, in the aggregate, be used by NJSEA through 2008 to enhance such purses, fund such breeder’s awards and establish such account wagering; and (b) donate $10 million from the regular payment of their CRDA obligations to be used by CRDA as grants to such other North Jersey projects as it shall determine. Trump AC has estimated its portion of the industry obligation at approximately 17.0%.

 

The NJSEA Subsidy Agreement further provides, with respect to the obligations of NJSEA and CRDA, for: (a) legislation by December 2004 which establishes and funds a $62 million Casino Expansion Fund to be administered by CRDA and made available pro rata to each casino for use in expanding its casino hotel facility in the amounts of and at the times at which it makes its donation payments to CRDA (“Casino Expansion Fund Act”); (b) a moratorium until January 2009, which casinos may enforce by court injunction, on the conduct of “casino gaming” at any New Jersey racetrack, unless casinos controlling a majority of the hotel rooms controlled by the casinos in Atlantic City otherwise agree; (c) a moratorium until January 2006 on the authorization of “casino gaming” at any New Jersey racetrack, the violation of which shall terminate the Agreement and all further payments to NJSEA and require that NJSEA return all undistributed cash and that CRDA return all undistributed donated CRDA obligations to the casinos; and (d) a license through August 2008, at no cost to the casino industry, for the display of messages promoting Atlantic City generally in prominent locations at the Meadowlands and Monmouth racetracks.

 

The NJSEA Subsidy Agreement finally provides that, if the Casino Expansion Fund Act is not enacted by the New Jersey Legislature by December 2004: (a) the casinos shall provide $7 million in cash to NJSEA by December 10, 2004 and donate $13 million from the regular payment of their CRDA obligations to NJSEA to, in the aggregate, be used by NJSEA to enhance such purses, fund such breeder’s awards and establish such account wagering; (b) the moratorium on the conduct of “casino gaming” at New Jersey racetracks shall expire as of January 2006; and (c) the NJSEA Subsidy Agreement shall otherwise terminate.

 

In addition to the NJSEA Subsidy Agreement, prominent leaders of the New Jersey Legislature have publicly stated their intent that the Legislature, by December 2004, enact the Casino Expansion Fund Act; repeal in increments over a three year period, the 4.25% tax on complementaries it imposed as of July 2003; and, for four years, refrain from imposing any new or increased casino industry specific taxes.

 

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Future changes in state taxation of casino gaming companies cannot be predicted, and any such changes could adversely affect our profitability.

 

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.

 

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 extends 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% at both the Taj Mahal and the Trump Plaza. 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 current 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 January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities, an interpretation of ARB 51.” The primary objectives of this interpretation are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (“variable interest entities”) and how to determine when and which business enterprise (the “primary beneficiary”) should consolidate the variable interest entity. This new model for consolidation applies to an entity in which either (i) the equity investors (if any) do not have a controlling financial interest; or (ii) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that the primary beneficiary, as well as all other enterprises with a significant variable interest in a variable interest entity, make additional disclosures. Certain disclosure requirements of FIN 46 were effective for financial statements issued after January 31, 2003. In December 2003, the FASB issued FIN 46

 

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(revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46-R”) to address certain FIN 46 implementation issues. The effective dates and impact of FIN 46 and FIN 46-R are as follows: (i) Special-purpose entities (“SPEs”) created prior to February 1, 2003- the company must apply either the provisions of FIN 46 or early adopt the provisions of FIN 46-R at the end of the first interim or annual reporting period ending after December 15, 2003; (ii) Non-SPEs created prior to February 1, 2003- the company is required to adopt FIN 46-R at the end of the first interim or annual reporting period ending after March 15, 2004; and (iii) All entities, regardless of whether an SPE, that were created subsequent to January 31, 2003- the provisions of FIN 46 were applicable for variable interests in entities obtained after January 31, 2003. The adoption of the provisions applicable to SPEs and all other variable interests obtained after January 31, 2003 did not have a material impact on the Company’s consolidated financial position, consolidated results of operations, or liquidity. Adoption of this pronouncement had no material impact on the Company’s consolidated financial position, consolidated results of operations, or liquidity.

 

Financial Condition -

 

Liquidity and Capital Resources

 

Cash flows from operating activities of the Taj Mahal and Trump Plaza are the Company’s primary source of liquidity. The Company also relies on capital lease financing to satisfy a portion of 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 and related interest expense. Sources of the Company’s short-term and long-term liquidity include casino gaming revenues and room, food and beverage sales. Our cash flows from operating activities declined from $58.9 million in 2002 to $31.1 million in 2003, and our working capital deficit as of March 31, 2004 was $59.0 million. 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.

 

As previously announced in their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2003, THCR and the Company anticipate, but cannot ensure, that Trump AC will have sufficient funds from operations on hand to provide for the May 1, 2004 installment of interest then due and payable on the Trump AC Mortgage Notes within the 30-day grace period provided under the indentures governing such indebtedness. In addition, even if Trump AC were to make the interest payment on the Trump AC Mortgage Notes that was due on May 1, 2004 within the applicable 30-day grace period, Trump AC would still have to manage its payables for the remainder of 2004, and would have only five months before having to make the next interest payment due on November 1, 2004 (as opposed to the six months between interest payments that Trump AC would have had if it had made such interest payment by May 1, 2004 without utilizing the applicable grace period).

 

The Taj Mahal and Trump Plaza 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. In July 2003, the Borgata, a casino hotel built through a joint venture of Boyd Gaming Corporation and MGM Mirage, opened in Atlantic City’s marina district. Since its opening, the Borgata has adversely affected the revenues of the Trump AC Properties. In addition, some of our Atlantic City competitors have recently completed substantial renovations designed to improve their competitive position. Furthermore, alternatives to casino style gambling, such as VLTs, are increasing in the northeast region of the country from which we attract most of our customers.

 

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Capital expenditures at the Trump AC Properties for the three months ended March 31, 2003 and 2004 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, 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
    

  

  

FOR THE THREE MONTHS ENDED MARCH 31, 2004

                    

Purchase of Property & Equipment

   $ 2,981    $ 1,558    $ 4,539

Capital Lease Additions (a)

     11,786      4,573      16,359
    

  

  

Total Capital Expenditures

   $ 14,767    $ 6,131    $ 20,898
    

  

  

 

(a) Capital lease additions were principally slot machines.

 

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 and 2004, Trump AC declared cash partnership distributions to THCR of $862,000 and $102,000, respectively consisting of operating expense reimbursements.

 

We are continuously exploring ways to improve our capital structure and enhance our properties and their operating efficiencies. Some potential efforts contemplated include: (i) recapitalizing our company, (ii) further reducing our overhead costs and interest expenses in order to pursue capital expansion plans, such as the addition of hotel rooms, (iii) selling one or more of our assets, (iv) optimizing our labor resources and (v) utilizing the latest technology with proven economies of scale (e.g., coinless slot machines). There can be no assurances, however, that we will be successful in effecting any such efforts or doing so in a timely manner, or, if effected, in realizing significant costs savings in order to maintain or enhance our competitiveness.

 

On July 1, 2003, the New Jersey legislature passed a law that increases the taxation of New Jersey casinos. The new law imposes, among other taxes, a 4.25% tax on complimentaries (i.e., free rooms, food, beverages and entertainment given to patrons), an increase in the hotel tax of $3.00 per day on each occupied room, and increases the parking fee tax from $1.50 to $3.00 per car per day. In addition, each casino is charged a profits tax based on 7.5% of each casino’s 2002 adjusted net income (defined as net income plus management fees) subject to a minimum annual tax of $350,000. The tax is assessed during the period from July 1 to June 30 consistent with the fiscal year of the State of New Jersey. For the three months ended March 31, 2004 Trump AC has recorded a charge to income tax expense on the statement of operations for $175,000 related to the profits tax.

 

On April 12, 2004, the twelve Atlantic City casino properties, including the Trump AC properties, executed the NJSEA Subsidy Agreement with the NJSEA and the CRDA to, among other things, enhance purses, fund breeder’s awards and establish account wagering at New Jersey horse racing tracks. The NJSEA Subsidy Agreement provides that the casinos, pro rata according to their gross revenue, shall: (a) provide $34 million to NJSEA in cash, over a four year period, and donate $52 million to NJSEA from the regular payment of their CRDA obligations to, in the aggregate, be used by NJSEA through 2008 to enhance such purses, fund such breeder’s awards and establish such account wagering; and (b) donate $10 million from the regular payment of their CRDA obligations to be used by CRDA as grants to such other North Jersey projects as it shall determine. Trump AC has estimated its portion of the industry obligation at approximately 17.0%.

 

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Summary of the Company’s Public Indebtedness

 

Trump AC Mortgage Notes. Trump AC’s debt primarily consists of an aggregate $1.3 billion principal amount of the Trump AC Mortgage Notes described below.

 

TAC I Notes. In connection with THCR’s acquisition of the Taj Mahal in April 1996 (the Taj Acquisition), Trump AC and Trump AC Funding issued, in an underwritten public offering, mortgage notes in the principal amount of $1.2 billion, bearing interest at the rate of 11 1/4% per annum, payable in cash semiannually in arrears on May 1st and November 1st of each year, and maturing on May 1, 2006 (the “TAC I Notes”). The obligations evidenced by the TAC I 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 TAC I Notes were issued pursuant to an indenture agreement, dated as of April 17, 1996 (the “TAC I Note Indenture”), by and among Trump AC and Trump AC Funding, as issuers, Plaza Associates, Taj Associates and The Trump Taj Mahal Corporation, as guarantors, and the Trustee.

 

TAC II Notes. In December 1997, Trump AC and Trump AC Funding II issued, in an underwritten public offering, mortgage notes in an aggregate principal amount of $75.0 million, bearing interest at the rate of 11 1/4% per annum, payable in cash semiannually in arrears on May 1st and November 1st of each year, and maturing on May 1, 2006 (the “TAC II Notes”). The TAC II Notes were issued pursuant to an indenture agreement, dated as of December 10, 1997 (the “TAC II Note Indenture”), by and among Trump AC and Trump AC Funding II, as issuers, TACC, Plaza Associates and Taj Associates, as guarantors, and the Trustee.

 

TAC III Notes. In December 1997, Trump AC and Trump AC Funding III issued, in an underwritten public offering, mortgage notes in an aggregate principal amount of $25.0 million, bearing interest at the rate of 11 1/4% per annum, payable in cash semiannually in arrears on May 1st and November 1st of each year, and maturing on May 1, 2006 (the “TAC III Notes”, and together with the TAC I Notes and TAC II Notes, the “Trump AC Mortgage Notes”). The TAC III Notes were issued pursuant to an indenture agreement, dated as of December 10, 1997 (the TAC III Note Indenture), by and among Trump AC and Trump AC Funding III, as issuers, TACC, Plaza Associates and Taj Associates, as guarantors, and the Trustee.

 

The Trump AC Mortgage Notes include restrictive covenants prohibiting or limiting, among other things, the sale of assets, the making of acquisitions and other investments, certain capital expenditures, the incurrence of additional debt and liens and the payment of dividends and distributions. Non-compliance could result in the acceleration of such indebtedness. As previously disclosed by THCR and Trump AC, Trump AC anticipates, but cannot ensure, making the May 1, 2004 interest payment on the Trump AC Mortgage Notes within the 30-day grace period under the indentures governing the Trump AC Mortgage Notes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations; Factors That May Affect Our Results.”

 

Interest on the Trump AC Mortgage Notes is payable on May 1st and November 1st of each year. The Trump AC Mortgage Notes are redeemable in whole or in part, at any time upon not less than 30 but not more than 60 days notice. If any of the Trump AC Mortgage Notes are redeemed on or after May 1, 2004, the redemption price is 100.0% of the outstanding principal amount of the Trump AC Mortgage Notes redeemed, plus accrued interest.

 

The Trump AC Mortgage Notes are secured on a senior basis by substantially all of the real and personal property owned or leased by Taj Associates and Plaza Associates. The liens securing the Trump AC Mortgage Notes are subordinate to liens securing approximately $1.2 million of senior indebtedness. The obligations evidenced by the Trump AC Mortgage 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, Trump AC Funding II and Trump AC Funding III).

 

The ability of Trump AC and its subsidiaries to pay interest on the Trump AC Mortgage Notes depends primarily on the ability of Taj Mahal and Trump Plaza 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 the Taj Mahal and Trump Plaza 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 the Taj Mahal and Trump Plaza. There can be no assurance that the future operating performance of the Taj Mahal and Trump Plaza will be sufficient to generate the cash flows required to meet the debt service obligations of the Taj Mahal, Trump Plaza or Trump AC. The ability of the Taj Mahal, Trump Plaza 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.

 

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The indentures governing the public indebtedness of Trump AC restrict such entity’s ability to make distributions to THCR Holdings. In addition, the ability of Taj Associates and Plaza Associates (through Trump AC) to make payments, dividends or distributions to THCR Holdings may be restricted by the CCC.

 

“Events of Default.” Pursuant to each of the indentures governing the Trump AC Mortgage Notes (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, 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 following tables include selected data of Taj Associates and Plaza Associates for the three months ended March 31, 2003 and 2004.

 

     Three Months Ended March 31,

 
    

2003

Taj

Associates


   

2004

Taj

Associates


   

2003

Plaza

Associates


   

2004

Plaza

Associates


   

2003

Total

Trump AC *


   

2004

Total

Trump AC *


 
     (in thousands)  

Revenues:

                                                

Gaming

   $ 123,232     $ 117,723     $ 75,431     $ 72,431     $ 198,663     $ 190,154  

Other

     24,077       24,458       15,613       15,644       39,690       40,102  
    


 


 


 


 


 


Gross revenues

     147,309       142,181       91,044       88,075       238,353       230,256  

Less: promotional allowances

     28,774       29,454       21,078       22,487       49,852       51,941  
    


 


 


 


 


 


Net revenues

     118,535       112,727       69,966       65,588       188,501       178,315  
    


 


 


 


 


 


Costs and expenses:

                                                

Gaming

     57,158       54,665       36,731       34,950       93,889       89,615  

Other

     8,427       7,439       4,794       4,726       13,221       12,165  

General and administrative

     26,613       26,031       16,067       15,659       42,701       41,723  

Depreciation and amortization

     10,359       12,490       5,088       5,727       15,447       18,217  
    


 


 


 


 


 


Total costs and expenses

     102,557       100,625       62,680       61,062       165,258       161,720  
    


 


 


 


 


 


Income from operations

     15,978       12,102       7,286       4,526       23,243       16,595  
    


 


 


 


 


 


Interest and other non-operating income (expense)

     53       (6 )     79       87       217       120  

Interest expense

     (24,553 )     (24,603 )     (14,089 )     (14,013 )     (38,642 )     (38,616 )
    


 


 


 


 


 


Total non-operating expense, net

     (24,500 )     (24,609 )     (14,010 )     (13,926 )     (38,425 )     (38,496 )
    


 


 


 


 


 


Loss before income tax provision

     (8,522 )     (12,507 )     (6,724 )     (9,400 )     (15,182 )     (21,901 )

Income tax provision

     (534 )     (599 )     (325 )     (404 )     (859 )     (1,003 )
    


 


 


 


 


 


Net loss

   $ (9,056 )   $ (13,106 )   $ (7,049 )   $ (9,804 )   $ (16,041 )   $ (22,904 )
    


 


 


 


 


 



*   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.

 

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Table of Contents
     Three Months Ended March 31,

 
    

2003

Taj

Associates


   

2004

Taj

Associates


   

2003

Plaza

Associates


   

2004

Plaza

Associates


   

2003

Total

Trump AC


   

2004

Total

Trump AC


 
     (dollars in thousands)  

Table Game Revenues (1)

   $ 39,887     $ 35,272     $ 22,612     $ 20,352     $ 62,499     $ 55,624  

Incr (Decr) over Prior Period

           $ (4,615 )           $ (2,260 )           $ (6,875 )

Table Game Drop (2)

   $ 223,710     $ 206,029     $ 143,924     $ 135,918     $ 367,634     $ 341,947  

Incr (Decr) over Prior Period

           $ (17,681 )           $ (8,006 )           $ (25,687 )

Table Win Percentage (3)

     17.8 %     17.1 %     15.7 %     15.0 %     17.0 %     16.3 %

Incr (Decr) over Prior Period

             (0.7 ) pts             (0.7 ) pts             (0.7 ) pts

Number of Table Games

     126       127       90       91       216       218  

Incr (Decr) over Prior Period

             1               1               2  

Slot Revenues (4)

   $ 78,226     $ 76,785     $ 52,819     $ 52,079     $ 131,045     $ 128,864  

Incr (Decr) over Prior Period

           $ (1,441 )           $ (740 )           $ (2,181 )

Slot Handle (5)

   $ 976,008     $ 995,308     $ 675,989     $ 643,052     $ 1,651,997     $ 1,638,360  

Incr (Decr) over Prior Period

           $ 19,300             $ (32,937 )           $ (13,637 )

Slot Win Percentage (6)

     8.0 %     7.7 %     7.8 %     8.1 %     7.9 %     7.9 %

Incr (Decr) over Prior Period

             (0.3 ) pts             0.3  pts             —    pts

Number of Slot Machines

     4,842       4,368       2,962       2,837       7,804       7,205  

Incr (Decr) over Prior Period

             (474 )             (125 )             (599 )

Poker Revenues

   $ 4,654     $ 5,241     $ —       $ —       $ 4,654     $ 5,241  

Incr (Decr) over Prior Period

           $ 587             $ —               $ 587  

Number of Poker Tables

     66       66       —         —         66       66  

Incr (Decr) over Prior Period

             —                 —                 —    

Other Gaming Revenues

   $ 465     $ 425     $ —       $ —       $ 465     $ 425  

Incr (Decr) over Prior Period

           $ (40 )           $ —               $ (40 )

Total Gaming Revenues

   $ 123,232     $ 117,723     $ 75,431     $ 72,431     $ 198,663     $ 190,154  

Incr (Decr) over Prior Period

           $ (5,509 )           $ (3,000 )           $ (8,509 )

Number of Guest Rooms

     1,250       1,250       904       904       2,154       2,154  

Occupancy Rate

     92.3 %     89.8 %     87.9 %     85.4 %     90.5 %     88.0 %

Average Daily Rate (Room Revenue)

   $ 73.70     $ 70.65     $ 75.95     $ 75.31     $ 74.54     $ 72.55  

(1)   “Table Game Revenues” is defined as the total amount wagered by table game patrons (the “Table Game Drop”), less the amounts paid back to such patrons by the casino for winning wagers.
(2)   “Table Game Drop” is defined as the total amount wagered by table game patrons.
(3)   “Table Win Percentage” is defined as the ratio, expressed as a percentage, of Table Games Revenues to Table Game Drop.
(4)   “Slot Revenues” is defined as the total amount wagered by slot patrons (the “Slot Handle”), less the amount paid back to slot patrons by the casino for winning pulls.
(5)   “Slot Handle” is defined as the total amount wagered by slot patrons.
(6)   “Slot Win Percentage” is defined as the ratio, expressed as a percentage, of Slot Revenues to Slot Handle.

 

Gaming revenues are the primary source of Trump AC’s revenues. The year-over-year decrease in gaming revenues was due to decreased table game and slot revenues at both the Taj Mahal and Trump Plaza. The decrease in total gaming revenue was principally caused by the lack of overall market growth to accommodate the Borgata opening.

 

Table game revenues decreased by approximately $6,875,000, or 11.0%, from the comparable period in 2003 due to decreases in the table game drop and the table win percentage at both the Taj Mahal and Trump Plaza. Overall Trump AC’s table win percentage decreased to 16.3%, from 17.0% in the comparable period in 2003. 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 16.6% and 16.3% for the three months ended March 31, 2003 and 2004, respectively.

 

Slot revenues decreased by approximately $2,181,000, or 1.7%, from the comparable period in 2003 primarily as a result of the decreased slot win percentage at the Taj Mahal and decreased slot handle at the Trump Plaza.

 

Promotional Allowances increased by approximately $2,089,000, or 4.2%, from the comparable period in 2003 primarily as a result of increases in coin expense and complimentary hotel services.

 

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Table of Contents

Gaming costs and expenses decreased by approximately $4,274,000, or 4.6%, from the comparable period in 2003 primarily due to decreases in payroll expenses at both the Taj Mahal and the Trump Plaza.

 

General and Administrative costs and expenses decreased by approximately $978,000, or 2.3%, from the comparable period in 2003. Expense decreases at both the Taj Mahal and Trump Plaza were primarily related to decreased payroll expenses.

 

Depreciation and amortization costs and expenses increased by $2,770,000, or 17.9%, from the comparable period in 2003. Expense increases at both the Taj Mahal and Trump Plaza were primarily related to slot machine purchases.

 

Seasonality

 

Our cash flows from 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 Taj Mahal and the Trump Plaza 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

 

Market risk is the risk of loss arising from adverse changes in market rates and prices, including interest rates, foreign currency exchange rates and commodity rates. We have limited exposure to market risk due to the fact that the interest rates on our long term debt are fixed and we do not utilize these financial instruments for trading purposes.

 

The carrying amount of the following financial instruments approximates fair value as follows: (a) cash and cash equivalents, receivables and payables are based on the short-term nature of these financial instruments and (b) CRDA bonds and deposits are based on the allowances to give effect to the below market interest rates.

 

The carrying amount and fair value of our fixed rate indebtedness is as set forth below:

 

     March 31, 2004

     Carrying Amount

   Fair Value

     (in thousands)

TAC I Notes

   $ 1,200,000    $ 996,000

TAC II Notes

   $ 74,513    $ 62,250

TAC III Notes

   $ 24,761    $ 20,750

 

ITEM 4—CONTROLS AND PROCEDURES

 

(a)   Evaluation of Disclosure Controls and Procedures. Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the principal executive officer and principal financial officer of each of the Registrants have concluded that their disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) 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 over financial reporting during the fiscal quarter covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Registrants’ internal control over financial reporting.

 

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Table of Contents

PART II—OTHER INFORMATION

 

ITEM 1—LEGAL PROCEEDINGS

 

General. Currently and from time to time, Trump AC, its partners, certain members of its former executive committee, executive officers and certain of its employees are involved in various legal proceedings incidental to Trump AC’s business. While any proceeding or litigation has an element of uncertainty, management believes that the final outcomes of these matters are not likely to have a material adverse effect upon the Registrants’ results of operations or financial position. In general, Trump AC has agreed to indemnify its partners, executive officers and directors against any and all losses, claims, damages, expenses (including reasonable costs, disbursements and counsel fees) and liabilities (including amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties) incurred by them in said legal proceedings absent a showing of such persons’ gross negligence or malfeasance.

 

ITEM 2—CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

None.

 

ITEM 3—DEFAULTS UPON SENIOR SECURITIES

 

None.

 

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

 

None.

 

ITEM 5—OTHER INFORMATION

 

None.

 

ITEM 6—EXHIBITS AND REPORTS ON FORM 8-K

 

  a.   Exhibits:

 

31.1

  Certification of the Chief Executive Officer of the Registrants Pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as Amended.

31.2

  Certification of the Chief Financial Officer of the Registrants Pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as Amended.

32.1

  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.

32.2

  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:

 

Trump AC filed a Current Report on Form 8-K with the SEC on May 3, 2004 regarding THCR’s earnings press release, including the results of Trump AC, for the first quarter March 31, 2004.

 

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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 14, 2004

     

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 14, 2004

     

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 14, 2004

     

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 14, 2004

     

By:

 

/s/ FRANCIS X. MCCARTHY, JR.


               

Francis X. McCarthy, Jr.

Chief Financial Officer

(Duly Authorized Officer and Principal Financial and Accounting Officer)

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description


31.1   Certification of the Chief Executive Officer of the Registrants Pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as Amended.
31.2   Certification of the Chief Financial Officer of the Registrants Pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as Amended.
32.1   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.
32.2   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.

 

24