SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended March 31, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to ______
Commission File No.: 333-643
TRUMP ATLANTIC CITY ASSOCIATES
(Exact Name of Registrant as specified in its charter)
| New Jersey |
22-3213714 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1000 Boardwalk at Virginia Avenue
Atlantic City, New Jersey 08401
(609) 449-6515
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
TRUMP ATLANTIC CITY FUNDING, INC.
(Exact Name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
22-3418939 (I.R.S. Employer Identification Number) | |
|
1000 Boardwalk at Virginia Avenue Atlantic City, New Jersey08401 (609) 449-6515 (Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) | ||
TRUMP ATLANTIC CITY FUNDING II, INC.
(Exact Name of Registrant as specified in its charter)
| Delaware |
22-3550202 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1000 Boardwalk at Virginia Avenue
Atlantic City, New Jersey 08401
(609) 449-6515
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
TRUMP ATLANTIC CITY FUNDING III, INC.
(Exact Name of Registrant as specified in its charter)
| Delaware |
22-3550203 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1000 Boardwalk at Virginia Avenue
Atlantic City, New Jersey 08401
(609) 449-6515
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Indicate by check mark whether the Registrants (1) have filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether any of the Registrants is an accelerated filer (as defined in Exchange Rule 12b-2). Yes ¨ No x
As of May 15, 2003, there were 100 shares of Trump Atlantic City Funding, Inc.’s Common Stock outstanding.
As of May 15, 2003, there were 100 shares of Trump Atlantic City Funding II, Inc.’s Common Stock outstanding.
As of May 15, 2003, there were 100 shares of Trump Atlantic City Funding III, Inc.’s Common Stock outstanding.
Each of Trump Atlantic City Associates, Trump Atlantic City Funding, Inc., Trump Atlantic City Funding II, Inc. and Trump Atlantic City Funding III, Inc. meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.
TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES
INDEX TO FORM 10-Q
| Page No. | ||
| PART I—FINANCIAL INFORMATION |
||
| ITEM 1—Financial Statements |
||
| Condensed Consolidated Balance Sheets as of December 31, 2002 and March 31, 2003 (unaudited) |
1 | |
| 2 | ||
| 3 | ||
| 4 | ||
| Notes to Condensed Consolidated Financial Statements (unaudited) |
5-7 | |
| ITEM 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations |
8-16 | |
| ITEM 3—Quantitative and Qualitative Disclosures About Market Risk |
16 | |
| ITEM 4—Controls and Procedures |
16 | |
| PART II—OTHER INFORMATION |
||
| ITEM 1—Legal Proceedings |
17 | |
| ITEM 2—Changes in Securities and Use of Proceeds |
17 | |
| ITEM 3—Defaults Upon Senior Securities |
17 | |
| ITEM 4—Submission of Matters to a Vote of Security Holders |
17 | |
| ITEM 5—Other Information |
17 | |
| ITEM 6—Exhibits and Reports on Form 8-K |
17 | |
| SIGNATURES |
||
| Signature—Trump Atlantic City Associates |
18 | |
| Signature—Trump Atlantic City Funding, Inc. |
18 | |
| Signature—Trump Atlantic City Funding II, Inc. |
18 | |
| Signature—Trump Atlantic City Funding III, Inc. |
18 | |
| 19-26 | ||
| 27 |
i
PART I—FINANCIAL INFORMATION
ITEM 1—FINANCIAL STATEMENTS
TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| ASSETS |
||||||||
| December 31, 2002 |
March 31, 2003 |
|||||||
| (unaudited) |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ |
79,007 |
|
$ |
106,859 |
| ||
| Receivables, net |
|
24,632 |
|
|
25,126 |
| ||
| Inventories |
|
8,740 |
|
|
8,327 |
| ||
| Other current assets |
|
7,512 |
|
|
6,188 |
| ||
| Total current assets |
|
119,891 |
|
|
146,500 |
| ||
| PROPERTY AND EQUIPMENT, NET |
|
1,268,125 |
|
|
1,261,376 |
| ||
| DEFERRED LOAN COSTS, NET |
|
10,675 |
|
|
9,708 |
| ||
| OTHER ASSETS |
|
39,436 |
|
|
38,975 |
| ||
| Total assets |
$ |
1,438,127 |
|
$ |
1,456,559 |
| ||
| LIABILITIES AND CAPITAL |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Current maturities of long-term debt |
$ |
12,199 |
|
$ |
12,118 |
| ||
| Accounts payable and accrued expenses |
|
90,401 |
|
|
90,714 |
| ||
| Accrued interest payable |
|
24,375 |
|
|
60,938 |
| ||
| Due to affiliates, net |
|
9,104 |
|
|
9,198 |
| ||
| Total current liabilities |
|
136,079 |
|
|
172,968 |
| ||
| LONG-TERM DEBT, net of current maturities |
|
1,316,284 |
|
|
1,314,730 |
| ||
| OTHER LONG-TERM LIABILITIES |
|
13,829 |
|
|
13,829 |
| ||
| Total liabilities |
|
1,466,192 |
|
|
1,501,527 |
| ||
| CAPITAL/(DEFICIT): |
||||||||
| Partners’ capital |
|
224,841 |
|
|
223,979 |
| ||
| Accumulated deficit |
|
(252,906 |
) |
|
(268,947 |
) | ||
| Total capital/(deficit) |
|
(28,065 |
) |
|
(44,968 |
) | ||
| Total liabilities and capital/(deficit) |
$ |
1,438,127 |
|
$ |
1,456,559 |
| ||
See accompanying notes.
1
TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2003
(unaudited)
(in thousands)
| Three Months Ended March 31, |
||||||||
| 2002 |
2003 |
|||||||
| REVENUES: |
||||||||
| Gaming |
$ |
211,426 |
|
$ |
198,663 |
| ||
| Rooms |
|
13,715 |
|
|
13,073 |
| ||
| Food and beverage |
|
22,412 |
|
|
21,038 |
| ||
| Other |
|
6,836 |
|
|
5,579 |
| ||
| Gross revenues |
|
254,389 |
|
|
238,353 |
| ||
| Less—Promotional allowances |
|
53,667 |
|
|
49,852 |
| ||
| Net revenues |
|
200,722 |
|
|
188,501 |
| ||
| COSTS AND EXPENSES: |
||||||||
| Gaming |
|
96,132 |
|
|
93,889 |
| ||
| Rooms |
|
6,181 |
|
|
6,006 |
| ||
| Food and beverage |
|
7,482 |
|
|
7,215 |
| ||
| General and administrative |
|
40,914 |
|
|
42,701 |
| ||
| Depreciation and amortization |
|
13,125 |
|
|
15,447 |
| ||
| Debt renegotiation costs |
|
1,570 |
|
|
— |
| ||
|
|
165,404 |
|
|
165,258 |
| |||
| Income from operations |
|
35,318 |
|
|
23,243 |
| ||
| NON-OPERATING INCOME AND (EXPENSE): |
||||||||
| Interest and other non-operating income |
|
248 |
|
|
217 |
| ||
| Interest expense |
|
(38,219 |
) |
|
(38,642 |
) | ||
| Non-operating expense, net |
|
(37,971 |
) |
|
(38,425 |
) | ||
| Loss before income tax provision |
|
(2,653 |
) |
|
(15,182 |
) | ||
| Income tax provision |
|
— |
|
|
(859 |
) | ||
| NET LOSS |
$ |
(2,653 |
) |
$ |
(16,041 |
) | ||
See accompanying notes.
2
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 |
||||||||