================================================================================ 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, 2001 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 (I.R.S. Employer incorporation or organization) Identification Number) Huron Avenue and Brigantine Boulevard Atlantic City, New Jersey 08401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 441-8406 Former name, former address and formal fiscal year, if changed since last report: TRUMP ATLANTIC CITY FUNDING, INC. (Exact Name of Registrant as specified in its charter) Delaware 22-3418939 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Huron Avenue and Brigantine Boulevard Atlantic City, New Jersey 08401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 441-8406 Former name, former address and formal fiscal year, if changed since last report: TRUMP ATLANTIC CITY FUNDING II, INC. (Exact Name of Registrant as specified in its charter) Delaware 22-3550202 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Huron Avenue and Brigantine Boulevard Atlantic City, New Jersey 08401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 441-8406 Former name, former address and formal fiscal year, if changed since last report: TRUMP ATLANTIC CITY FUNDING III, INC. (Exact Name of Registrant as specified in its charter) Delaware 22-3550203 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Huron Avenue and Brigantine Boulevard Atlantic City, New Jersey 08401 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 441-8406 Former name, former address and formal fiscal year, if changed since last report: 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 As of May 15, 2001, there were 100 shares of Trump Atlantic City Funding, Inc.'s Common Stock outstanding. As of May 15, 2001, there were 100 shares of Trump Atlantic City Funding II, Inc.'s Common Stock outstanding. As of May 15, 2001, 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 of Trump Atlantic City Associates and Subsidiaries as of December 31, 2000 and March 31, 2001 (unaudited) ................................. 1 Condensed Consolidated Statements of Operations of Trump Atlantic City Associates and Subsidiaries for the Three Months Ended March 31, 2000 and 2001 (unaudited) ......................... 2 Condensed Consolidated Statement of Capital of Trump Atlantic City Associates and Subsidiaries for the Three Months Ended March 31, 2001 (unaudited) .................................. 3 Condensed Consolidated Statements of Cash Flows of Trump Atlantic City Associates and Subsidiaries for the Three Months Ended March 31, 2000 and 2001 (unaudited) ......................... 4 Notes to Condensed Consolidated Financial Statements of Trump Atlantic City Associates and Subsidiaries (unaudited) ............................................................................ 5-6 ITEM 2 -- Management's Discussion and Analysis of Financial Condition and Results of Operations .......................................................................... 7-9 ITEM 3 -- Quantitative and Qualitative Disclosures About Market Risk .......................................... 9 PART II -- OTHER INFORMATION ITEM 1 -- Legal Proceedings ................................................................................... 10 ITEM 2 -- Changes in Securities and Use of Proceeds ........................................................... 10 ITEM 3 -- Defaults Upon Senior Securities ..................................................................... 10 ITEM 4 -- Submission of Matters to a Vote of Security Holders ................................................. 10 ITEM 5 -- Other Information ................................................................................... 10 ITEM 6 -- Exhibits and Reports on Form 8-K .................................................................... 10 SIGNATURES Signature -- Trump Atlantic City Associates ................................................................... 11 Signature -- Trump Atlantic City Funding, Inc. ................................................................ 12 Signature -- Trump Atlantic City Funding II, Inc. ............................................................. 13 Signature -- Trump Atlantic City Funding III, Inc. ............................................................ 14 i PART I -- FINANCIAL INFORMATION ITEM 1 -- FINANCIAL STATEMENTS TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) ASSETS December 31, March 31, 2000 2001 ------------------ ------------------ (unaudited) CURRENT ASSETS: Cash and cash equivalents .................................................... $ 67,205 $ 104,241 Receivables, net ............................................................. 34,317 37,434 Inventories .................................................................. 8,928 8,650 Due from affiliates, net ..................................................... 80,013 76,754 Other current assets ......................................................... 6,969 5,942 ------------------ ------------------ Total Current Assets ....................................................... 197,432 233,021 PROPERTY AND EQUIPMENT, NET .................................................... 1,290,638 1,280,138 DEFERRED LOAN COSTS, NET ....................................................... 19,509 18,291 OTHER ASSETS (Note 2) .......................................................... 34,847 38,519 ------------------ ------------------ Total Assets ............................................................... $ 1,542,426 $ 1,569,969 ================== ================== LIABILITIES AND CAPITAL CURRENT LIABILITIES: Current maturities of long-term debt ......................................... $ 4,553 $ 4,891 Accounts payable and accrued expenses ........................................ 110,684 116,766 Accrued interest payable ..................................................... 24,375 60,938 ------------------ ------------------ Total Current Liabilities .................................................. 139,612 182,595 LONG-TERM DEBT, net of current maturities ...................................... 1,303,019 1,304,121 OTHER LONG-TERM LIABILITIES .................................................... 5,557 5,557 ------------------ ------------------ Total Liabilities .......................................................... 1,448,188 1,492,273 ------------------ ------------------ CAPITAL: Partners' Capital ............................................................ 329,691 329,691 Accumulated Deficit .......................................................... (235,453) (251,995) ------------------ ------------------ Total Capital .............................................................. 94,238 77,696 ------------------ ------------------ Total Liabilities and Capital .............................................. $ 1,542,426 $ 1,569,969 ================== ================== The accompanying notes are an integral part of these condensed consolidated balance sheets. 1 TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 (unaudited) (in thousands) Three Months Ended March 31, --------------- 2000 2001 ---- ---- REVENUES: Gaming ........................................ $ 202,668 $ 199,780 Rooms ......................................... 13,439 12,997 Food and Beverage ............................. 22,797 23,110 Other ......................................... 6,051 5,606 ------------ ------------ Gross Revenues .............................. 244,955 241,493 Less--Promotional allowances .................. 29,371 28,935 ------------ ------------ Net Revenues ................................ 215,584 212,558 ------------ ------------ COSTS AND EXPENSES: Gaming ........................................ 124,056 124,867 Rooms ......................................... 5,865 6,078 Food and Beverage ............................. 6,819 6,910 General and Administrative .................... 39,024 41,141 Depreciation and Amortization ................. 13,485 12,625 Trump World's Fair Closing (Note 3) ........... 482 -- ------------ ------------ 189,731 191,621 ------------ ------------ Income from operations ...................... 25,853 20,937 ------------ ------------ NON-OPERATING INCOME AND (EXPENSES): Interest income ............................... 822 701 Interest expense .............................. (38,500) (38,180) Non-Operating income .......................... 27 -- ------------ ------------ Non-Operating expense, net .................. (37,651) (37,479) ------------ ------------ NET LOSS ........................................ $ (11,798) $ (16,542) ============ ============ The accompanying notes are an integral part of these condensed consolidated financial statements. 2 TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CAPITAL FOR THE THREE MONTHS ENDED MARCH 31, 2001 (unaudited) (in thousands) Partners' Accumulated Total Capital Deficit Capital ------------- -------------- ------------ Balance, December 31, 2000 ....................................... $ 329,691 $ (235,453) $ 94,238 Net Loss ......................................................... -- (16,542) (16,542) ------------- -------------- ------------ Balance, March 31, 2001 .......................................... $ 329,691 $ (251,995) $ 77,696 ============= ============== ============ The accompanying notes are an integral part of this condensed consolidated financial statement. 3 TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001 (unaudited) (dollars in thousands) Three Months Ended March 31, ------------------------ 2000 2001 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss .................................................................................... $ (11,798) $ (16,542) Adjustments to reconcile net loss to net cash flows from operating activities -- Noncash charges -- Depreciation and amortization ............................................................ 13,485 12,625 Accretion of discounts on indebtedness ................................................... 158 141 Provisions for losses on receivables ..................................................... 1,130 1,548 Amortization of deferred loan offering costs ............................................. 1,368 1,218 Valuation allowance of CRDA investments .................................................. 862 1,238 Gain on disposition of property .......................................................... (27) -- Decrease/(increase) in receivables ........................................................ 1,601 (4,665) Decrease in inventories ................................................................... 372 278 (Increase)/decrease in advances to affiliates ............................................. (815) 3,279 Decrease in other current assets .......................................................... 1,339 1,316 Decrease/(increase) in other assets ....................................................... 488 (152) Increase in accounts payable and accrued expenses ......................................... 1,215 5,759 Increase in accrued interest payable ...................................................... 36,562 36,562 --------- --------- Net cash provided by operating activities ................................................ 45,940 42,605 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ........................................................ (4,295) (1,965) Purchase of CRDA investments .............................................................. (2,470) (2,411) Proceeds from disposition of property ..................................................... 27 -- --------- --------- Net cash used in investing activities .................................................... (6,738) (4,376) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments and current maturities of long-term debt ......................................... (1,620) (1,193) --------- --------- Net cash used in financing activities .................................................... (1,620) (1,193) --------- --------- NET INCREASE IN CASH & CASH EQUIVALENTS ....................................................... 37,582 37,036 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .............................................. 75,061 67,205 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD .................................................... $ 112,643 $ 104,241 ========= ========= CASH INTEREST PAID ............................................................................ $ 441 $ 1,078 ========= ========= Supplemental Disclosure of noncash activities: Purchase of property and equipment under capitalized lease obligations ........................ $ 800 $ 2,491 ========= ========= The accompanying notes are an integral part of these condensed consolidated financial statements. 4 TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (1) Organization and Operations The accompanying condensed consolidated financial statements include those of Trump Atlantic City Associates ("Trump AC"), a New Jersey general partnership and its subsidiaries, 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"), 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"), Trump Atlantic City Funding, Inc., a Delaware corporation ("Trump AC Funding"), Trump Atlantic City Funding II, Inc., a Delaware corporation ("Trump AC Funding II"), Trump Atlantic City Funding III, Inc., a Delaware corporation ("Trump AC Funding III"), Trump Atlantic City Corporation, a Delaware corporation ("TACC"), and Trump Casino Services, L.L.C., a New Jersey limited liability company ("TCS"). Effective December 31, 2000, TCS was merged into Taj Associates, and the obligations and administrative duties and responsibilities of TCS were assumed by Trump Administration, a separate division of Taj Associates ("Trump Administration"). Trump AC's sole sources of liquidity are distributions in respect of its interests in Plaza Associates and Taj Associates. Trump AC is 100% beneficially owned by Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership ("THCR Holdings"), of which Trump Hotels & Casino Resorts, Inc., a Delaware corporation ("THCR"), is the sole general partner. Trump AC, Trump AC Funding, Trump AC Funding II and Trump AC Funding III have no independent operations and, therefore, their ability to service debt is dependent upon the successful operations of Plaza Associates and Taj Associates. There are no restrictions on the ability of the guarantors (the "Subsidiary Guarantors") of the 11 1/4% First Mortgage Notes due 2006 of Trump AC and Trump AC Funding, of Trump AC and Trump AC Funding II and of Trump AC and Trump AC Funding III (the "Trump AC Mortgage Notes") to distribute funds to Trump AC. 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 material to investors. The assets and operations of the nonguarantor subsidiaries are not significant. All significant intercompany balances and transactions have been eliminated in the accompanying condensed consolidated financial statements. The accompanying condensed consolidated financial statements have been prepared without audit. In the opinion of management, all adjustments, consisting of only normal recurring adjustments necessary to present fairly the financial position, the results of operations and cash flows for the periods presented, have been made. The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, certain information and note disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles 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 annual report on Form 10-K for the year ended December 31, 2000 filed with the SEC. The casino industry in Atlantic City is seasonal in nature; therefore, results of operations for the three months ended March 31, 2001 are not necessarily indicative of the operating results for a full year. Reclassifications Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. 5 (2) Other Assets Plaza Associates is appealing a real estate tax assessment by the City of Atlantic City. Included in other assets at March 31, 2001 and 2000 is $8,014,000 which Plaza Associates believes will be recoverable on settlement of the appeal. (3) Trump World's Fair Closing On October 4, 1999, Trump AC closed Trump World's Fair. In addition to closing costs recorded at December 31, 1999, additional costs of $482,000 were recorded during the three months ended March 31, 2000. (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, March 31, 2000 2001 ------------------ ------------------- (unaudited) Total Assets (including notes receivable of $1,297,726,000 at December 31, 2000 and $1,297,897,000 at March 31, 2001 and related interest receivable) .................................. $ 1,322,101,000 $ 1,358,805,000 ================== =================== Total Liabilities and Capital (including notes payable of $1,297,726,000 at December 31, 2000 and $1,297,897,000 at March 31, 2001 and related interest payable) .................. $ 1,322,101,000 $ 1,358,805,000 ================== =================== Three Months Ended March 31, 2000 2001 ------------------ ------------------- Interest Income ................................................. $ 36,562,000 $ 36,562,000 ================== =================== Interest Expense ................................................ $ 36,562,000 $ 36,562,000 ================== =================== Net Income ...................................................... $ -- $ -- ================== =================== (5) Recent Accounting Pronoucement In January 2001, the Emerging Issues Task Force ("EITF") reached a concensus on certain issues within Issue No. 00-22, "Accounting for `Points' and Certain Other Time-Based or Volume-Based Sales Incentive Offers, and Offers for Free Products or Services to Be Delivered in the Future," ("EITF 00-22"). Application of EITF 00-22 is required for interim and annual periods ending after February 15, 2001. EITF 00-22 requires volume-based cash rebates to be classified as a reduction of revenue. Accordingly, such rebates have been classified as promotional allowances. Trump AC previously classified these expenditures as a gaming expense. Prior period amounts have been reclassified to conform with the current presentation. 6 Item 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capital Resources and Liquidity Cash flows from operating activities are Trump AC's principal source of liquidity. Trump AC expects to have sufficient liquidity to meet its obligations during 2001. Cash flow is managed based upon the seasonality of the operations. Any excess cash flow achieved from operations during peak periods is utilized to subsidize non-peak periods when necessary. The indentures under which the notes of Trump AC were issued restrict the ability of Trump AC and its subsidiaries to make distributions or pay dividends, as the case may be, unless certain financial ratios are achieved. In addition, the ability of Plaza Associates and Taj Associates to make payments of dividends or distributions (except for payment of interest) through Trump AC to THCR Holdings may be restricted by the New Jersey Casino Control Commission. Capital expenditures for Trump AC were $4,295,000 and $1,965,000 for the three months ended March 31, 2000 and 2001, respectively. Capital expenditures for Trump Plaza were $1,199,000 and $260,000 and for the Taj Mahal were $2,662,000 and $1,654,000 for the three months ended March 31, 2000 and 2001, respectively. The ability of the Registrants to repay their indebtedness when due will depend on the ability of Trump AC to either generate cash from operations sufficient for such purposes or to refinance such indebtedness on or before the date on which it becomes due. Cash flow from operations may not be sufficient to repay a substantial portion of the principal amount of the debt at maturity. The future operating performance of Trump AC and its ability to refinance its debt will be subject to the then prevailing economic conditions, industry conditions and numerous other financial, business and other factors, many of which are beyond the control of Trump AC. There can be no assurance that the future operating performance of Trump AC will be sufficient to meet these repayment obligations or that the general state of the economy, the status of the capital markets or the receptiveness of the capital markets to the gaming industry will be conducive to refinancing this debt or other attempts to raise capital. Results of Operations: Operating Revenues and Expenses The financial information presented below reflects the results of operations of Plaza Associates and Taj Associates. Because Trump AC has no business operations other than its interests in Plaza Associates and Taj Associates, its results of operations are not discussed below. Comparison of Three-Month Periods Ended March 31, 2000 and 2001. The following tables include selected data of Plaza Associates and Taj Associates for the three months ended March 31, 2000 and 2001 (Trump AC also includes TCS and Trump Administration; which are not separately disclosed). 7 Three Months Ended March 31, ---------------------------------------------------------------------------------- 2000 2001 2000 2001 2000 2001 Plaza Plaza Taj Taj Total Total Associates Associates Associates Associates Trump AC Trump AC ---------------------------------------------------------------------------------- (in thousands) Revenues: Gaming ........................ $ 77,603 $ 80,345 $ 125,065 $ 119,435 $ 202,668 $ 199,780 Other ......................... 17,754 17,454 24,533 24,259 42,287 41,713 -------------- ---------- ------------ ------------ ----------- ----------- Gross Revenues ................ 95,357 97,799 149,598 143,694 244,955 241,493 Less: Promotional Allowances .. 12,532 13,091 16,839 15,844 29,371 28,935 -------------- ---------- ------------ ------------ ----------- ----------- Net Revenues .................. 82,825 84,708 132,759 127,850 215,584 212,558 -------------- ---------- ------------ ------------ ----------- ----------- Costs & Expenses: Gaming ........................ 50,422 52,164 73,634 72,703 124,056 124,867 General & Administrative ...... 16,034 16,618 22,965 24,507 39,024 41,141 Depreciation & Amortization ... 4,449 4,100 9,036 8,525 13,485 12,625 Trump World's Fair closing .... 482 -- -- -- 482 -- Other ......................... 4,687 4,524 7,997 8,464 12,684 12,988 -------------- ---------- ------------ ------------ ----------- ----------- Total Costs and Expenses ...... 76,074 77,406 113,632 114,199 189,731 191,621 -------------- ---------- ------------ ------------ ----------- ----------- Income from Operations ............ 6,751 7,302 19,127 13,651 25,853 20,937 -------------- ---------- ------------ ------------ ----------- ----------- Non-Operating Income ............ 115 125 224 242 849 701 Interest Expense ................ (11,904) (11,815) (23,457) (23,262) (38,500) (38,180) -------------- ---------- ------------ ------------ ----------- ----------- Total Non-Operating Expense ..... (11,789) (11,690) (23,233) (23,020) (37,651) (37,479) -------------- ---------- ------------ ------------ ----------- ----------- Net Loss .......................... $ (5,038) $ (4,388) $ (4,106) $ (9,369) $ (11,798) $ (16,542) ============== ========== ============ ============ =========== =========== Three Months Ended March 31, ---------------------------------------------------------------------------------- 2000 2001 2000 2001 2000 2001 Plaza Plaza Taj Taj Total Total Associates Associates Associates Associates Trump AC Trump AC ---------------------------------------------------------------------------------- (dollars in thousands) Table Game Revenues .............. $ 23,321 $ 26,195 $ 42,087 $ 34,850 $ 65,408 $ 61,045 Incr (Decr) over Prior Period .... $ 2,874 $ (7,237) $ (4,363) Table Game Drop .................. $ 152,246 $ 140,884 $ 252,161 $ 239,831 $ 404,407 $ 380,715 Incr (Decr) over Prior Period .... $ (11,362) $ (12,330) $ (23,692) Table Win Percentage ............. 15.3% 18.6% 16.7% 14.5% 16.2% 16.0% Incr (Decr) over Prior Period .... 3.3 pts (2.2) pts (0.2) pts Number of Table Games ............ 95 98 143 143 238 241 Incr (Decr) over Prior Period .... 3 -- 3 Slot Revenues .................... $ 54,282 $ 54,150 $ 77,762 $ 79,093 $ 132,044 $ 133,243 Incr (Decr) over Prior Period .... $ (132) $ 1,331 $ 1,199 Slot Handle ...................... $ 695,282 $ 707,030 $ 1,009,122 $ 1,037,128 $ 1,704,404 $ 1,744,158 Incr (Decr) over Prior Period .... $ 11,748 $ 28,006 $ 39,754 Slot Win Percentage .............. 7.8% 7.7% 7.7% 7.6% 7.7% 7.6% Incr (Decr) over Prior Period .... (0.1) pts (0.1) pts (0.1) pts Number of Slot Machines .......... 2,774 2,844 4,521 4,664 7,295 7,508 Incr (Decr) over Prior Period .... 70 143 213 Poker Revenues ................... -- -- $ 4,645 $ 4,938 $ 4,645 $ 4,938 Incr (Decr) over Prior Period .... -- $ 293 $ 293 Number of Poker Tables ........... -- -- 65 67 65 67 Incr (Decr) over Prior Period .... -- 2 2 Other Gaming Revenues ............ -- -- $ 571 $ 554 $ 571 $ 554 Incr (Decr) over Prior Period .... -- $ (17) $ (17) Total Gaming Revenues ............ $ 77,603 $ 80,345 $ 125,065 $ 119,435 $ 202,668 $ 199,780 Incr (Decr) over Prior Period .... $ 2,742 $ (5,630) $ (2,888) Number of Guest Rooms ............ 904 904 1,250 1,250 2,154 2,154 Occupancy Rate ................... 86.6% 87.9% 90.0% 92.3% 88.6% 90.4% Average Daily Rate (Room Revenue) $ 77.19 $ 75.67 $ 77.55 $ 72.48 $ 77.40 $ 73.78 8 Gaming revenues are the primary source of Trump AC's revenues. The year over year decrease in gaming revenues was primarily the result of table games activity. Table game revenues decreased approximately $4,363,000 or 6.7% from the comparable period in 2000 primarily due to a decrease in hold percentage (from 16.7% to 14.5%) at the Taj Mahal as well as a decrease in table drop at both the Taj Mahal and Trump Plaza resulting from more severe winter weather in 2001. An increase in the table games hold percentage at the Trump Plaza (from 15.3% to 18.6%) partially offset the decreased hold percentage experienced at the Taj Mahal. Over all, Trump AC's table win percentage decreased to 16.0% from 16.2% in the comparable period in 2000. 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 15.4% and 15.2% for the quarters ended March 31, 2000 and 2001, respectively. Slot revenues increased approximately $1,199,000 or 0.9% from the comparable period in 2000. Slot revenues at the Taj Mahal increased approximately $1,331,000 or 1.7% from the comparable period in 2000 while slot revenues at the Trump Plaza were generally flat over the comparable period despite the negative weather impacts experienced in the first quarter of 2001. Gaming Expenses increased approximately $811,000 or 0.7% from the comparable period in 2000. Expense increases were primarily due to increased marketing and promotional expenses associated with gaming revenues at the Trump Plaza. General and Administrative expenses increased approximately $2,l17,000 or 5.4% from the comparable period in 2000. Expense increases were primarily due to increases in utility and real estate tax expenses. Seasonality The casino industry in Atlantic City is seasonal in nature. Accordingly, the results of operations for the period ended March 31, 2001 are not necessarily indicative of the operating results for a full year. Important Factors Relating to Forward Looking Statements The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in such statements. All statements, trend analysis and other information contained in this Quarterly Report on Form 10-Q relative to Trump AC's performance, trends in Trump AC's operations or financial results, plans, expectations, estimates and beliefs, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and other similar expressions, constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. In connection with certain forward-looking statements contained in this Quarterly Report on Form 10-Q and those that may be made in the future by or on behalf of the Registrants, the Registrants note that there are various factors that could cause actual results to differ materially from those set forth in any such forward-looking statements. The forward-looking statements contained in this Quarterly Report were prepared by management and are qualified by, and subject to, significant business, economic, competitive, regulatory and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of the Registrants. Accordingly, there can be no assurance that the forward-looking statements contained in this Quarterly Report will be realized or that actual results will not be significantly higher or lower. Readers of this Quarterly Report should consider these facts in evaluating the information contained herein. In addition, the business and operations of the Registrants are subject to substantial risks which increase the uncertainty inherent in the forward-looking statements contained in this Quarterly Report. The inclusion of the forward-looking statements contained in this Quarterly Report should not be regarded as a representation by the Registrants or any other person that the forward-looking statements contained in this Quarterly Report will be achieved. In light of the foregoing, readers of this Quarterly Report are cautioned not to place undue reliance on the forward-looking statements contained herein. ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not Applicable. 9 PART II -- OTHER INFORMATION ITEM 1 -- LEGAL PROCEEDINGS General. Trump AC, its partners, certain members of its former executive committee, and certain of its employees, have been involved in various legal proceedings. Such persons and entities are vigorously defending the allegations against them and intend to contest vigorously any future proceedings. In general, Trump AC has agreed to indemnify such persons against any and all losses, claims, damages, expenses (including reasonable costs, disbursements and counsel fees) and liabilities (including amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties) incurred by them in said legal proceedings. Various legal proceedings are now pending against Trump AC. Trump AC considers all such proceedings to be ordinary litigation incident to the character of its business. Trump AC believes that the resolution of these claims, to the extent not covered by insurance, will not, individually or in the aggregate, have a material adverse effect on the financial condition or results of operations of Trump AC. From time to time, Plaza Associates and Taj Associates may be involved in routine administrative proceedings involving alleged violations of certain provisions of the New Jersey Casino Control Act. However, management believes that the final outcome of these proceedings will not, either individually or in the aggregate, have a material adverse effect on Plaza Associates or Taj Associates or on the ability of Plaza Associates or Taj Associates to otherwise retain or renew any casino or other licenses required under the New Jersey Casino Control Act for the operation of Trump Plaza and the Taj Mahal. ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS Not Applicable. ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES Not Applicable. ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable. ITEM 5 -- OTHER INFORMATION None. ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits: None. b. Current Reports on Form 8-K: The Registrants did not file any Current Reports on Form 8-K during the period beginning January 1, 2001 and ending March 31, 2001. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRUMP ATLANTIC CITY ASSOCIATES (Registrant) By: TRUMP ATLANTIC CITY HOLDING, INC., its Managing General Partner Date: May 15, 2001 By: /S/FRANCIS X. MCCARTHY, JR. ------------------------------------ Francis X. McCarthy, Jr. Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRUMP ATLANTIC CITY FUNDING, INC. (Registrant) Date: May 15, 2001 By: /S/FRANCIS X. MCCARTHY, JR. ------------------------------------ Francis X. McCarthy, Jr. Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRUMP ATLANTIC CITY FUNDING II, INC. (Registrant) Date: May 15, 2001 By: /S/FRANCIS X. MCCARTHY, JR. ------------------------------------ Francis X. McCarthy, Jr. Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRUMP ATLANTIC CITY FUNDING III, INC. (Registrant) Date: May 15, 2001 By: /S/FRANCIS X. MCCARTHY, JR. ------------------------------------ Francis X. McCarthy, Jr. Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) 14