Exhibit 99.1
TRUMP ENTERTAINMENT RESORTS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On May 24, 2011, Trump Entertainment Resorts, Inc. (the “Company”) and its subsidiary, Trump Marina Associates, LLC, consummated the previously announced sale of the Trump Marina Hotel and Casino (the "Property") pursuant to the Asset Purchase Agreement dated as of February 11, 2011 (the “Asset Purchase Agreement”) with Golden Nugget Atlantic City, LLC (“Golden Nugget AC”) and its affiliate Landry’s Restaurants, Inc. (“Landry’s”). The cash proceeds of the sale were $37.3 million, after giving effect to certain adjustments as of the closing date as set forth in the Asset Purchase Agreement and before transaction expenses. The proceeds are subject to certain post–closing adjustments, including adjustments based on working capital balances as of the closing of the sale, as set forth in the Asset Purchase Agreement.
The following historical financial information of the Company has been derived from the historical audited and unaudited consolidated financial statements of the Company included in its Annual Report on Form 10–K for the fiscal year ended December 31, 2010 and its Quarterly Report on Form 10–Q for the quarterly period ended March 31, 2011. The unaudited pro forma condensed consolidated balance sheet was prepared as if the disposition of the Property occurred on March 31, 2011. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2011, the period from July 16, 2010 through December 31, 2010, the period from January 1, 2010 through July 15, 2010 and the fiscal years ended December 31, 2009 and 2008 were prepared as if the disposition of the Property occurred at the beginning of each respective period. The unaudited pro forma condensed consolidated financial statements are based upon available information and assumptions that the Company believes are reasonable.
The unaudited pro forma condensed consolidated financial information presented does not purport to represent what the financial position or results of operations of the Company would have been had the transaction occurred on the dates noted above, or to project the results of operations or financial position of the Company for any future periods. In the opinion of management, all necessary adjustments to the unaudited pro forma financial information have been made.
The unaudited pro forma consolidated financial information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and related notes thereto of the Company included in its Annual Report on Form 10–K for the fiscal year ended December 31, 2010 and its Quarterly Report on Form 10–Q for the quarterly period ended March 31, 2011.
TRUMP ENTERTAINMENT RESORTS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (dollars in thousands, except share and per share data) | |
| | |
| | | Reorganized Company | |
| | | Historical March 31, 2011 | | | Pro Forma Adjustments | | | | Pro Forma March 31,2011 | |
| ASSETS | | | | | | | | | | |
| Current assets | | | | | | | | | | |
| Cash and cash equivalents | | $ | 57,489 | | | $ | 6,594 | | (a) | | $ | 64,083 | |
| Accounts receivable, net | | | 21,299 | | | | – | | | | | 21,299 | |
| Prepaid expenses and other current assets | | | 21,733 | | | | – | | | | | 21,733 | |
| Assets held for sale | | | 39,607 | | | | (39,607 | ) | (b) | | | – | |
| Total current assets | | | 140,128 | | | | (33,013 | ) | | | | 107,115 | |
| | | | | | | | | | | | | | |
| Net property and equipment | | | 426,148 | | | | – | | | | | 426,148 | |
| | | | | | | | | | | | | | |
| Other assets | | | | | | | | | | | | | |
| Restricted cash | | | 22,301 | | | | 28,000 | | (c ) | | | 50,301 | |
| Casino Reinvestment Development Authority investments, net | | | 39,651 | | | | – | | | | | 39,651 | |
| Other assets, net | | | 33,453 | | | | (1,105 | ) | (b) | | | 32,348 | |
| Total other assets | | | 95,405 | | | | 26,895 | | | | | 122,300 | |
| Total assets | | $ | 661,681 | | | $ | (6,118 | ) | | | $ | 655,563 | |
| | | | | | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | |
| Current liabilities | | | | | | | | | | | | | |
| Current maturities of long–term debt | | $ | 4,157 | | | $ | – | | | | $ | 4,157 | |
| Accounts payable | | | 30,123 | | | | – | | | | | 30,123 | |
| Accrued payroll and related expenses | | | 20,585 | | | | – | | | | | 20,585 | |
| Income taxes payable | | | 8,348 | | | | – | | | | | 8,348 | |
| Accrued interest payable | | | 14,394 | | | | – | | | | | 14,394 | |
| Self–insurance reserves | | | 16,305 | | | | – | | | | | 16,305 | |
| Other current liabilities | | | 24,057 | | | | (487 | ) | (b) | | | 23,570 | |
| Liabilities related to assets held for sale | | | 4,012 | | | | (4,012 | ) | (b) | | | – | |
| Total current liabilities | | | 121,981 | | | | (4,499 | ) | | | | 117,482 | |
| | | | | | | | | | | | | | |
| Long–term debt, net of current maturities | | | 336,320 | | | | – | | | | | 336,320 | |
| Other long–term liabilities | | | 19,713 | | | | – | | | | | 19,713 | |
| | | | | | | | | | | | | | |
| Stockholders' equity | | | | | | | | | | | | | |
| Preferred stock | | | – | | | | – | | | | | – | |
| Common stock | | | 11 | | | | – | | | | | 11 | |
| Additional paid–in capital | | | 225,075 | | | | – | | | | | 225,075 | |
| Accumulated deficit | | | (41,419 | ) | | | (1,619 | ) | (d) | | | (43,038 | ) |
| Total stockholders' equity | | | 183,667 | | | | (1,619 | ) | | | | 182,048 | |
| Total liabilities and stockholders' equity | | $ | 661,681 | | | $ | (6,118 | ) | | | $ | 655,563 | |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
TRUMP ENTERTAINMENT RESORTS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except share and per share data) | |
| | |
| | | Reorganized Company | |
| | | Historical Three Months Ended March 31,2011 | | | Pro Forma Adjustments (a) | | | Pro Forma Three Months Ended March 31,2011 | |
| Revenues: | | | | | | | | | |
| Gaming | | $ | 116,796 | | | $ | – | | | $ | 116,796 | |
| Rooms | | | 15,429 | | | | – | | | | 15,429 | |
| Food and beverage | | | 14,439 | | | | – | | | | 14,439 | |
| Other | | | 6,551 | | | | – | | | | 6,551 | |
| | | | 153,215 | | | | – | | | | 153,215 | |
| Less promotional allowances | | | (39,490 | ) | | | – | | | | (39,490 | ) |
| Net revenues | | | 113,725 | | | | – | | | | 113,725 | |
| | | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | |
| Gaming | | | 55,736 | | | | – | | | | 55,736 | |
| Rooms | | | 3,577 | | | | – | | | | 3,577 | |
| Food and beverage | | | 7,722 | | | | – | | | | 7,722 | |
| General and administrative | | | 41,842 | | | | – | | | | 41,842 | |
| Corporate and other | | | 2,545 | | | | – | | | | 2,545 | |
| Corporate – related party | | | 98 | | | | – | | | | 98 | |
| Depreciation and amortization | | | 8,239 | | | | – | | | | 8,239 | |
| | | | 119,759 | | | | – | | | | 119,759 | |
| Loss from operations | | | (6,034 | ) | | | – | | | | (6,034 | ) |
| | | | | | | | | | | | | |
| Non–operating income (expense): | | | | | | | | | | | | |
| Interest income | | | 471 | | | | – | | | | 471 | |
| Interest expense | | | (11,297 | ) | | | – | | | | (11,297 | ) |
| Income related to deed amendment | | | 5,465 | | | | – | | | | 5,465 | |
| | | | (5,361 | ) | | | – | | | | (5,361 | ) |
| | | | | | | | | | | | | |
| Loss before income taxes | | | (11,395 | ) | | | – | | | | (11,395 | ) |
| Income tax benefit | | | – | | | | – | | | | – | |
| Loss from continuing operations | | $ | (11,395 | ) | | $ | – | | | $ | (11,395 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Loss per share – basic and diluted: | | | | | | | | | | | | |
| Loss from continuing operations | | $ | (1.06 | ) | | $ | – | | | $ | (1.06 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Weighted average shares outstanding - basic and diluted: | | | 10,767,858 | | | | | | | | 10,767,858 | |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
TRUMP ENTERTAINMENT RESORTS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (dollars in thousands, except share and per share data) | |
| | |
| | | Reorganized Company | |
| | | Historical July 16, 2010 Through December 31,2010 | | | Pro Forma Adjustments (a) | | | Pro Forma July 16, 2010 Through December 31, 2010 | |
| Revenues: | | | | | | | | | |
| Gaming | | $ | 324,772 | | | $ | (66,496 | ) | | $ | 258,276 | |
| Rooms | | | 45,378 | | | | (7,527 | ) | | | 37,851 | |
| Food and beverage | | | 46,775 | | | | (9,294 | ) | | | 37,481 | |
| Other | | | 21,401 | | | | (4,379 | ) | | | 17,022 | |
| | | | 438,326 | | | | (87,696 | ) | | | 350,630 | |
| Less promotional allowances | | | (118,123 | ) | | | 23,864 | | | | (94,259 | ) |
| Net revenues | | | 320,203 | | | | (63,832 | ) | | | 256,371 | |
| | | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | |
| Gaming | | | 172,758 | | | | (38,883 | ) | | | 133,875 | |
| Rooms | | | 10,535 | | | | (2,012 | ) | | | 8,523 | |
| Food and beverage | | | 24,057 | | | | (4,874 | ) | | | 19,183 | |
| General and administrative | | | 117,955 | | | | (26,044 | ) | | | 91,911 | |
| Corporate and development | | | 10,888 | | | | – | | | | 10,888 | |
| Corporate – related party | | | 37 | | | | – | | | | 37 | |
| Depreciation and amortization | | | 16,954 | | | | (2,287 | ) | | | 14,667 | |
| | | | 353,184 | | | | (74,100 | ) | | | 279,084 | |
| Loss from operations | | | (32,981 | ) | | | 10,268 | | | | (22,713 | ) |
| | | | | | | | | | | | | |
| Non–operating income (expense): | | | | | | | | | | | | |
| Interest income | | | 791 | | | | (74 | ) | | | 717 | |
| Interest expense | | | (21,078 | ) | | | – | | | | (21,078 | ) |
| Income related to termination of Original Marina Agreement | | | 2,020 | | | | – | | | | 2,020 | |
| Income related to non–competition agreement | | | 25,000 | | | | – | | | | 25,000 | |
| | | | 6,733 | | | | (74 | ) | | | 6,659 | |
| Loss before income taxes | | | (26,248 | ) | | | 10,194 | | | | (16,054 | ) |
| Income tax provision | | | – | | | | – | | | | – | |
| Loss from continuing operations | | $ | (26,248 | ) | | $ | 10,194 | | | $ | (16,054 | ) |
| | | | | | | | | | | | | |
| Loss per share – basic and diluted: | | | | | | | | | | | | |
| Loss from continuing operations | | $ | (2.45 | ) | | $ | 0.95 | | | $ | (1.50 | ) |
| | | | | | | | | | | | | |
| Weighted average shares outstanding – basic and diluted: | | | 10,728,636 | | | | 10,728,636 | | | | 10,728,636 | |
| | | | | | | | | | | | | |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
TRUMP ENTERTAINMENT RESORTS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (dollars in thousands, except share and per share data) | |
| | |
| | | | |
| | | Historical January 1, 2010 Through July 15, 2010 | | | Pro Forma Adjustments (a) | | | Pro Forma January 1, 2010 Through July 15, 2010 | |
| Revenues: | | | | | | | | | |
| Gaming | | $ | 393,206 | | | $ | (79,480 | ) | | $ | 313,726 | |
| Rooms | | | 49,382 | | | | (8,115 | ) | | | 41,267 | |
| Food and beverage | | | 50,583 | | | | (9,791 | ) | | | 40,792 | |
| Other | | | 20,520 | | | | (4,127 | ) | | | 16,393 | |
| | | | 513,691 | | | | (101,513 | ) | | | 412,178 | |
| Less promotional allowances | | | (123,324 | ) | | | 25,216 | | | | (98,108 | ) |
| Net revenues | | | 390,367 | | | | (76,297 | ) | | | 314,070 | |
| | | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | |
| Gaming | | | 203,450 | | | | (45,790 | ) | | | 157,660 | |
| Rooms | | | 11,243 | | | | (2,248 | ) | | | 8,995 | |
| Food and beverage | | | 27,117 | | | | (5,117 | ) | | | 22,000 | |
| General and administrative | | | 142,398 | | | | (31,465 | ) | | | 110,933 | |
| Corporate and development | | | 8,291 | | | | – | | | | 8,291 | |
| Corporate – related party | | | 1,128 | | | | – | | | | 1,128 | |
| Depreciation and amortization | | | 24,563 | | | | (1,449 | ) | | | 23,114 | |
| | | | 418,190 | | | | (86,069 | ) | | | 332,121 | |
| Loss from operations | | | (27,823 | ) | | | 9,772 | | | | (18,051 | ) |
| | | | | | | | | | | | | |
| Net gain on reorganization related items and fresh start adjustments | | | 741,552 | | | | (1,411 | ) | | | 740,141 | |
| | | | | | | | | | | | | |
| Non–operating income (expense): | | | | | | | | | | | | |
| Interest income | | | 594 | | | | (82 | ) | | | 512 | |
| Interest expense | | | (23,784 | ) | | | – | | | | (23,784 | ) |
| | | | (23,190 | ) | | | (82 | ) | | | (23,272 | ) |
| Income before income taxes | | | 690,539 | | | | 8,279 | | | | 698,818 | |
| Income tax provision | | | – | | | | – | | | | – | |
| Income from continuing operations | | | 690,539 | | | | 8,279 | | | | 698,818 | |
| Less: Loss from continuing operations attributable to the noncontrolling interest | | | (23,489 | ) | | | 332 | | | | (23,157 | ) |
| Income from continuing operations attributable to Trump Entertainment Resorts, Inc. | | $ | 714,028 | | | $ | 7,947 | | | $ | 721,975 | |
| common shareholders | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Earnings per share: | | | | | | | | | | | | |
| Income from continuing operations – basic | | $ | 22.83 | | | $ | 0.25 | | | $ | 23.09 | |
| Income from continuing operations – diluted | | $ | 16.99 | | | $ | 0.20 | | | $ | 17.19 | |
| | | | | | | | | | | | | |
| Weighted average shares outstanding – basic: | | | 31,270,345 | | | | 31,270,345 | | | | 31,270,345 | |
| Weighted average shares outstanding – diluted: | | | 40,647,829 | | | | 40,647,829 | | | | 40,647,829 | |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
TRUMP ENTERTAINMENT RESORTS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (dollars in thousands, except share and per share data) | |
| | |
| | | Predecessor Company | |
| | | Historical Year Ended December 31, 2009 | | | Pro Forma Adjustments (a) | | | Pro Forma Year Ended December 31, 2009 | |
| Revenues: | | | | | | | | | |
| Gaming | | $ | 801,397 | | | $ | (160,535 | ) | | $ | 640,862 | |
| Rooms | | | 93,299 | | | | (16,699 | ) | | | 76,600 | |
| Food and beverage | | | 99,364 | | | | (19,336 | ) | | | 80,028 | |
| Other | | | 42,893 | | | | (8,786 | ) | | | 34,107 | |
| | | | 1,036,953 | | | | (205,356 | ) | | | 831,597 | |
| Less promotional allowances | | | (244,804 | ) | | | 49,569 | | | | (195,235 | ) |
| Net revenues | | | 792,149 | | | | (155,787 | ) | | | 636,362 | |
| | | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | |
| Gaming | | | 406,179 | | | | (87,579 | ) | | | 318,600 | |
| Rooms | | | 20,287 | | | | (4,090 | ) | | | 16,197 | |
| Food and beverage | | | 51,650 | | | | (10,755 | ) | | | 40,895 | |
| General and administrative | | | 241,957 | | | | (54,641 | ) | | | 187,316 | |
| Corporate and development | | | 16,488 | | | | – | | | | 16,488 | |
| Corporate – related party | | | 2,206 | | | | – | | | | 2,206 | |
| Depreciation and amortization | | | 52,137 | | | | (1,674 | ) | | | 50,463 | |
| Intangible and other asset impairment charges | | | 556,733 | | | | (205,174 | ) | | | 351,559 | |
| | | | 1,347,637 | | | | (363,913 | ) | | | 983,724 | |
| Loss from operations | | | (555,488 | ) | | | 208,126 | | | | (347,362 | ) |
| | | | | | | | | | | | | |
| Net loss on reorganization related items | | | (37,518 | ) | | | – | | | | (37,518 | ) |
| | | | | | | | | | | | | |
| Non–operating income (expense): | | | | | | | | | | | | |
| Interest income | | | 1,558 | | | | (232 | ) | | | 1,326 | |
| Interest expense | | | (131,900 | ) | | | – | | | | (131,900 | ) |
| Income related to termination of Original Marina Agreement | | | 15,196 | | | | (15,196 | ) | | | – | |
| | | | (115,146 | ) | | | (15,428 | ) | | | (130,574 | ) |
| Loss before income taxes | | | (708,152 | ) | | | 192,698 | | | | (515,454 | ) |
| Income tax provision | | | 8,324 | | | | – | | | | 8,324 | |
| Loss from continuing operations | | | (699,828 | ) | | | 192,698 | | | | (507,130 | ) |
| Less: Loss from continuing operations attributable to the noncontrolling interest | | | (165,890 | ) | | | 45,284 | | | | (120,606 | ) |
| Loss from continuing operations attributable to Trump Entertainment Resorts, Inc. common shareholders | | $ | (533,938 | ) | | $ | 147,414 | | | $ | (386,524 | ) |
| | | | | | | | | | | | | |
| Loss per share – basic and diluted: | | | | | | | | | | | | |
| Loss from continuing operations | | $ | (16.85 | ) | | $ | 4.65 | | | $ | (12.20 | ) |
| | | | | | | | | | | | | |
| Weighted average shares outstanding – basic and diluted: | | | 31,691,463 | | | | 31,691,463 | | | | 31,691,463 | |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
TRUMP ENTERTAINMENT RESORTS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (dollars in thousands, except share and per share data) | |
| | |
| | | Predecessor Company | |
| | | Historical Year Ended December 31, 2008 | | | Pro Forma Adjustments (a) | | | Pro Forma Year Ended December 31, 2008 | |
| Revenues: | | | | | | | | | |
| Gaming | | $ | 936,761 | | | $ | (201,292 | ) | | $ | 735,469 | |
| Rooms | | | 87,336 | | | | (19,203 | ) | | | 68,133 | |
| Food and beverage | | | 111,857 | | | | (24,643 | ) | | | 87,214 | |
| Other | | | 44,251 | | | | (12,292 | ) | | | 31,959 | |
| | | | 1,180,205 | | | | (257,430 | ) | | | 922,775 | |
| Less promotional allowances | | | (272,197 | ) | | | 62,875 | | | | (209,322 | ) |
| Net revenues | | | 908,008 | | | | (194,555 | ) | | | 713,453 | |
| | | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | |
| Gaming | | | 454,027 | | | | (107,428 | ) | | | 346,599 | |
| Rooms | | | 18,789 | | | | (4,253 | ) | | | 14,536 | |
| Food and beverage | | | 53,851 | | | | (12,269 | ) | | | 41,582 | |
| General and administrative | | | 260,021 | | | | (62,231 | ) | | | 197,790 | |
| Corporate and development | | | 24,358 | | | | (5,276 | ) | | | 19,082 | |
| Corporate – related party | | | 2,618 | | | | – | | | | 2,618 | |
| Depreciation and amortization | | | 63,024 | | | | (6,734 | ) | | | 56,290 | |
| Intangible and other asset impairment charges | | | 207,687 | | | | (65,943 | ) | | | 141,744 | |
| | | | 1,084,375 | | | | (264,134 | ) | | | 820,241 | |
| Loss from operations | | | (176,367 | ) | | | 69,579 | | | | (106,788 | ) |
| | | | | | | | | | | | | |
| Net loss on reorganization related items | | | (1,443 | ) | | | – | | | | (1,443 | ) |
| | | | | | | | | | | | | |
| Non–operating income (expense): | | | | | | | | | | | | |
| Interest income | | | 4,565 | | | | (543 | ) | | | 4,022 | |
| Interest expense | | | (132,516 | ) | | | – | | | | (132,516 | ) |
| | | | (127,951 | ) | | | (543 | ) | | | (128,494 | ) |
| Loss before income taxes | | | (305,761 | ) | | | 69,036 | | | | (236,725 | ) |
| Income tax provision | | | 12,510 | | | | (6,221 | ) | | | 6,289 | |
| Loss from continuing operations | | | (293,251 | ) | | | 62,815 | | | | (230,436 | ) |
| Less: Loss from continuing operations attributable to the noncontrolling interest | | | (59,732 | ) | | | 15,290 | | | | (44,442 | ) |
| Loss from continuing operations attributable to Trump Entertainment Resorts, Inc. common shareholders | | $ | (233,519 | ) | | $ | 47,525 | | | $ | (185,994 | ) |
| | | | | | | | | | | | | |
| Loss per share – basic and diluted: | | $ | (7.37 | ) | | $ | 1.50 | | | $ | (5.87 | ) |
| Loss from continuing operations | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Weighted average shares outstanding – basic and diluted: | | | 31,674,980 | | | | 31,674,980 | | | | 31,674,980 | |
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
TRUMP ENTERTAINMENT RESORTS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
The unaudited pro forma condensed consolidated financial statements of the Company include adjustments to the Company’s historical financial statements to reflect the consummation of the previously announced sale of the Trump Marina Hotel and Casino (the "Property") pursuant to the Asset Purchase Agreement dated as of February 11, 2011 (the “Asset Purchase Agreement”) with Golden Nugget Atlantic City, LLC (“Golden Nugget AC”) and its affiliate Landry’s Restaurants, Inc. (“Landry’s”).
The historical financial information of the Company has been derived from the historical audited and unaudited consolidated financial statements of the Company included in its Annual Report on Form10–K for the fiscal year ended December 31, 2010 and its Quarterly Report on Form10–Q for the quarterly period ended March 31, 2011. The unaudited pro forma condensed consolidated balance sheet was prepared as if the disposition of the Property occurred on March 31, 2011. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2011, the period from July 16, 2010 through December 31, 2010, the period from January 1, 2010 through July 15, 2010 and the fiscal years ended December 31, 2009 and 2008 were prepared as if the disposition of the Property occurred at the beginning of each respective period. The unaudited pro forma condensed consolidated financial statements are based upon available information and assumptions that the Company believes are reasonable.
The unaudited pro forma condensed consolidated financial information presented does not purport to represent what the financial position or results of operations of the Company would have been had the transaction occurred on the dates noted above, or to project the results of operations or financial position of the Company for any future periods. In the opinion of management, all necessary adjustments to the unaudited pro forma financial information have been made.
The unaudited pro forma consolidated financial information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements and related notes thereto of the Company included in its Annual Report on Form10–K for the fiscal year ended December 31, 2010 and its Quarterly Report on Form10–Q for the quarterly period ended March 31, 2011.
| 2. | Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet |
| (a) | Represents the estimated cash proceeds from the transaction less amounts required to be used to repay indebtedness under the Company’s Amended and Restated Credit Agreement, as if the transaction had occurred on March 31, 2011. |
| (b) | Represents the assets acquired and liabilities assumed under the terms of the Asset Purchase Agreement, as if the transaction had occurred on March 31, 2011. |
| (c) | The addition to restricted cash represents the portion of the estimated cash proceeds required to be used to pay down indebtedness under the Amended and Restated Credit Agreement, as if the transaction had occurred on March 31, 2011. |
| (d) | This amount represents the estimated loss on the sale of the Property under the Asset Purchase Agreement had the transaction occurred on March 31, 2011. |
| 3. | Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Operations |
| (a) | As a result of the execution of the Asset Purchase Agreement on February 11, 2011, the operations of Trump Marina were presented as a discontinued operation in the Company’s historical statement of operations for the three months ended March 31, 2011. Therefore, no pro forma adjustments for that period have been presented. Pro forma adjustments to the condensed consolidated statements of operations for the period from July 16, 2010 through December 31, 2010, the period from January 1, 2010 through July 15, 2010 and the years ended December 31, 2009 and 2008 represent the results of operations of Trump Marina for the periods presented. |
