CAESARS ENTERTAINMENT, INC. (Exact Name of Registrant As Specified in Its Charter) Delaware 46-3657681 (State Or Other Jurisdiction of (I.R.S
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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. 001-36629 CAESARS ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware 46-3657681 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 West Liberty Street, 12th Floor, Reno, Nevada 89501 (Address and zip code of principal executive offices) (775) 328-0100 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.00001 par value CZR NASDAQ Stock Market Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares of the Registrant’s Common Stock, $0.00001 par value per share, outstanding as of April 30, 2021 was 208,698,623. CAESARS ENTERTAINMENT, INC. TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION 2 Item 1. Unaudited Financial Statements 2 Consolidated Condensed Balance Sheets 2 Consolidated Condensed Statements of Operations 3 Consolidated Condensed Statements of Comprehensive Loss 4 Consolidated Condensed Statements of Stockholders’ Equity 5 Consolidated Condensed Statements of Cash Flows 6 Notes to Consolidated Condensed Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 3. Quantitative and Qualitative Disclosures About Market Risk 50 Item 4. Controls and Procedures 51 PART II. OTHER INFORMATION 52 Item 1. Legal Proceedings 52 Item 1A. Risk Factors 54 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54 Item 3. Defaults Upon Senior Securities 54 Item 4. Mine Safety Disclosures 54 Item 5. Other Information 54 Item 6. Exhibits 55 Signatures 56 PART I - FINANCIAL INFORMATION Item 1. Unaudited Financial Statements CAESARS ENTERTAINMENT, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) March 31, December 31, (In millions) 2021 2020 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,794 $ 1,758 Restricted cash and investments 2,073 2,021 Accounts receivable, net 324 338 Due from affiliates 48 44 Inventories 41 44 Prepayments and other current assets 236 250 Assets held for sale ($0 and $130 attributable to our VIEs) 2,046 2,212 Total current assets 6,562 6,667 Investment in and advances to unconsolidated affiliates 263 173 Property and equipment, net 14,083 14,333 Gaming rights and other intangibles, net 4,235 4,253 Goodwill 9,729 9,723 Other assets, net 1,147 1,236 Total assets $ 36,019 $ 36,385 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 148 $ 165 Accrued interest 238 229 Accrued other liabilities 1,307 1,239 Current portion of long-term debt 67 67 Liabilities related to assets held for sale ($0 and $130 attributable to our VIEs) 744 885 Total current liabilities 2,504 2,585 Long-term financing obligation 12,334 12,295 Long-term debt 14,103 14,073 Deferred income taxes 1,091 1,166 Other long-term liabilities 1,357 1,232 Total liabilities 31,389 31,351 Commitments and contingencies (Note 8) STOCKHOLDERS' EQUITY: Caesars stockholders’ equity 4,613 5,016 Noncontrolling interests 17 18 Total stockholders’ equity 4,630 5,034 Total liabilities and stockholders’ equity $ 36,019 $ 36,385 The accompanying notes are an integral part of these consolidated condensed financial statements. Table of Contents 2 CAESARS ENTERTAINMENT, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended March 31, (In millions, except per share data) 2021 2020 REVENUES: Casino and pari-mutuel commissions $ 1,140 $ 340 Food and beverage 166 56 Hotel 215 48 Other 178 29 Net revenues 1,699 473 EXPENSES: Casino and pari-mutuel commissions 541 179 Food and beverage 106 53 Hotel 81 22 Other 68 9 General and administrative 366 98 Corporate 66 16 Impairment charges — 161 Depreciation and amortization 265 50 Transaction costs and other operating costs 20 8 Total operating expenses 1,513 596 Operating income (loss) 186 (123) OTHER EXPENSE: Interest expense, net (563) (67) Other loss (133) (23) Total other expense (696) (90) Loss from continuing operations before income taxes (510) (213) Benefit for income taxes 79 37 Net loss from continuing operations, net of income taxes (431) (176) Discontinued operations, net of income taxes 7 — Net loss (424) (176) Net loss attributable to noncontrolling interests 1 — Net loss attributable to Caesars $ (423) $ (176) Net loss per share - basic and diluted: Basic loss per share from continuing operations $ (2.06) $ (2.25) Basic income per share from discontinued operations 0.03 — Basic loss per share $ (2.03) $ (2.25) Diluted loss per share from continuing operations $ (2.06) $ (2.25) Diluted income per share from discontinued operations 0.03 — Diluted loss per share $ (2.03) $ (2.25) Weighted average basic shares outstanding 208 78 Weighted average diluted shares outstanding 208 78 The accompanying notes are an integral part of these consolidated condensed financial statements. Table of Contents 3 CAESARS ENTERTAINMENT, INC. CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) Three Months Ended March 31, (In millions) 2021 2020 Net loss $ (424) $ (176) Change in fair market value of interest rate swaps, net of tax 12 — Other (1) — Other comprehensive income, net of tax 11 — Comprehensive loss (413) (176) Comprehensive loss attributable to noncontrolling interests 1 — Comprehensive loss attributable to Caesars $ (412) $ (176) The accompanying notes are an integral part of these consolidated condensed financial statements. Table of Contents 4 CAESARS ENTERTAINMENT, INC. CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) Caesars Stockholders’ Equity Treasury Common Stock Stock Retained Accumulated Earnings Other Non Total Paid-in (Accumulated Comprehensive controlling Stockholders’ (In millions) Shares Amount Capital Deficit) Income Amount Interests Equity Balance, December 31, 2019 78 $ — $ 760 $ 366 $ — $ (9) $ — $ 1,117 Issuance of restricted stock units — — 6 — — — — 6 Net loss — — — (176) — — — (176) Shares withheld related to net share settlement of stock awards — — (7) — — — — (7) Balance, March 31, 2020 78 $ — $ 759 $ 190 $ — $ (9) $ — $ 940 Balance, December 31, 2020 208 $ — $ 6,382 $ (1,391) $ 34 $ (9) $ 18 $ 5,034 Issuance of restricted stock units — — 23 — — — — 23 Net loss — — — (423) — — (1) (424) Other comprehensive income, net of tax — — — — 11 — — 11 Shares withheld related to net share settlement of stock awards — — (14) — — — — (14) Balance, March 31, 2021 208 $ — $ 6,391 $ (1,814) $ 45 $ (9) $ 17 $ 4,630 The accompanying notes are an integral part of these consolidated condensed financial statements. Table of Contents 5 CAESARS ENTERTAINMENT, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended March 31, (In millions) 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 45 $ 30 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment, net (65) (23) Acquisition of gaming rights (2) — Proceeds from sale of businesses, property and equipment, net of cash sold 4 10 Proceeds from the sale of investments 42 — Proceeds from insurance related to property damage 26 — Investments in unconsolidated affiliates (30) — Net cash used in investing activities (25) (13) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt and revolving credit facilities — 465 Repayments of long-term debt and revolving credit facilities (16) (10) Taxes paid related to net share settlement of equity awards (14) (7) Net cash provided by (used in) financing activities (30) 448 CASH FLOWS FROM DISCONTINUED OPERATIONS: