Blog: CAESARS ENTERTAINMENT, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

Proposed Offering of Senior Secured Notes

On January 23, 2023, Caesars Entertainment, Inc. (the “Company,” “Caesars,”
“we,” “us,” “our” or similar terms) announced the offering of $1.25 billion
aggregate principal amount of senior secured notes due 2030. A copy of the press
release making this announcement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.


This Current Report on Form 8-K (this "Report") does not constitute an offer to
sell or the solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale of any security in any jurisdiction in
which such offering, solicitation or sale would be unlawful. The Notes being
offered in the offering will not be and have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act.

Certain Financial Information

Preliminary Operating Results for the Three Months Ended December 31, 2022


Although the results of operations for the Company for the three months ended
December 31, 2022 are not yet available, the following reflects our current
expectations regarding the range of net revenues, net income (loss) and adjusted
EBITDA for the three months ended December 31, 2022 as compared to the same
period ended December 31, 2021. The estimates set forth below are based solely
on currently available information. Due to the close proximity to the end of the
current reporting period, Caesars has not finalized its financial statement
closing process for the three months ended December 31, 2022. During this
process, Caesars may identify items that would require it to make adjustments to
the expected preliminary operating results described below. In addition to its
routine closing procedures, Caesars has not completed its annual tax provision
or reached its final conclusions related to the assumptions used in determining
the estimated fair value of its indefinite lived intangible assets and reporting
units with associated goodwill. The significance of potential adjustments to
this preliminary financial information could result in actual net income (loss)
to be outside of the ranges provided for the three months ended December 31,
2022. As a result, the discussion below constitutes forward-looking statements
and, therefore, we caution you that these statements are subject to risks and
uncertainties, including possible adjustments and the risk factors highlighted
in the Company's other public filings and the more detailed information included
or referred to under the heading "Forward-Looking Statements" in this Report and
the other information included in the documents incorporated or deemed
incorporated by reference herein and therein.

                                                              Three Months Ended December 31,
                                              2022 Estimate         2021         2021 Adj. (a)        Adj. 2021
(In millions)                                Low        High       Actual           Actual             Actual
Net Revenues:
Las Vegas                                  $ 1,151     $ 1,157     $ 1,040      $            -       $     1,040
Regional                                     1,352       1,360       1,364                   (4 )          1,360
Managed and Branded                             71          73          72                   -                72
Corporate                                        1           3          (1 )                 -                (1 )

Total Excl. Caesars Digital                $ 2,575     $ 2,593     $ 2,475      $            (4 )    $     2,471

Caesars Digital                                236         238         116                   -               116

Total Net Revenues                         $ 2,811     $ 2,831     $ 2,591      $            (4 )    $     2,587


--------------------------------------------------------------------------------
                                                                Three Months Ended December 31,
                                             2022 Estimate (b)          2021         2021 Adj. (a)        Adj. 2021
(In millions)                                 Low           High       Actual           Actual             Actual
Net Income (Loss):
Las Vegas                                  $     291       $  299      $   252      $            -       $       252
Regional                                         (78 )        (16 )         82                    1               83
Managed and Branded                               19           21           28                  (10 )             18
Corporate                                       (453 )       (399 )       (436 )                 -              (436 )

Total Excl. Caesars Digital                $    (221 )     $  (95 )    $   (74 )    $            (9 )    $       (83 )

Caesars Digital                                  (36 )        (34 )       (360 )                 -              (360 )

Total Net Income (Loss)                    $    (257 )     $ (129 )    $  (434 )    $            (9 )    $      (443 )




                                   Three Months Ended December 31,
                                    2022 Estimate                2021
(In millions)                   Low              High           Actual
Adjusted EBITDA:
Las Vegas                     $    534         $    540         $   483
Regional                           440              446             430
Managed and Branded                 19               21              18
Corporate                          (40 )            (36 )           (45 )

Total Excl. Caesars Digital   $    953         $    971         $   886

Caesars Digital                     (6 )             (4 )          (305 )

Total Adjusted EBITDA         $    947         $    967         $   581




(a) Adjustment for pre-disposition results of operations reflecting the

subtraction of the results of operations for Belle of Baton Rouge and

discontinued operations of William Hill International prior to divestiture on

May 5, 2022 and July 1, 2022, respectively. Such figures are based on

unaudited internal financial statements and have not been reviewed by the

Company’s auditors for the period presented. The additional financial

information is included to enable the comparison of current results with

results of prior periods.

(b) As described above, the Company has not completed its financial statement

closing process, annual tax provision, or its evaluation of indefinite lived

intangible assets or goodwill. The significance of potential adjustments to

this preliminary financial information could cause actual net income (loss)

to be outside of the expected ranges set forth above, particularly within the

Corporate segment.



Adjusted EBITDA (defined herein), a non-GAAP financial measure, has been
presented as a supplemental disclosure because it is a widely used measure of
performance and basis for valuation of companies in our industry and we believe
that this non-GAAP supplemental information will be helpful in understanding our
ongoing operating results. Management has historically used Adjusted EBITDA when
evaluating operating performance because we believe that the inclusion or
exclusion of certain recurring and non-recurring items that are not necessary to
operate our business is necessary to provide a full understanding of our core
operating results and as a means to evaluate period-to-period results. Adjusted
EBITDA represents net income (loss) before interest income or interest expense,
net of interest capitalized, (benefit) provision for income taxes, (gain) loss
on investments and marketable securities, depreciation and amortization,
stock-based compensation, impairment charges, equity in income (loss) of
unconsolidated affiliates, (gain) loss on the sale or disposal of property and
equipment, changes in the fair value of certain derivatives, and transaction
costs associated with our acquisitions and divestitures such as (gain) loss on
sale, sign-on and retention bonuses, severance expense, business integration and
optimization costs, contract exit or termination costs, and certain litigation
awards or regulatory settlements. Adjusted EBITDA also excludes the expense
associated with certain of our leases as these transactions were accounted for
as financing obligations and the associated expense is included in interest
expense. Adjusted EBITDA is not a measure of performance or liquidity calculated
in accordance with accounting principles generally accepted in the United States
("GAAP"). It is

--------------------------------------------------------------------------------
unaudited and should not be considered an alternative to, or more meaningful
than, net income (loss) as an indicator of our operating performance. Uses of
cash flows that are not reflected in Adjusted EBITDA include capital
expenditures, interest payments, income taxes, debt principal repayments,
payments under our leases with affiliates of GLPI and VICI Properties, Inc. and
certain regulatory gaming assessments, which can be significant. As a result,
Adjusted EBITDA should not be considered as a measure of our liquidity. Other
companies that provide EBITDA information may calculate Adjusted EBITDA
differently than we do. The definition of Adjusted EBITDA may not be the same as
the definitions used in any of our debt agreements. Below is a reconciliation of
Adjusted EBITDA to net income (loss), which the Company believes is the most
comparable financial measure calculated in accordance with GAAP.

                                                           Three Months Ended December 31,
                                                            2022 Estimate                2021
(In millions)                                            Low             High           Actual
Net loss attributable to Caesars (a)                  $    (257 )      $    (129 )      $  (434 )
Net income (loss) attributable to noncontrolling
interests                                                    (8 )            (10 )            1
Discontinued operations, net of income taxes                 -                -              (8 )
(Benefit) provision for income taxes                         41                1           (116 )
Other loss (b)                                                8                6             22
Loss on extinguishment of debt                               53               51             96
Interest expense, net                                       588              582            561
Impairment charges                                          158              108            102
Depreciation and amortization                               296              294            284
Transaction costs and other (c)                              43               41             55
Stock-based compensation expense                             25               23             18

Adjusted EBITDA                                       $     947        $     967        $   581




(a) As described above, the Company has not completed its financial statement

closing process, annual tax provision, or its evaluation of indefinite lived

intangible assets or goodwill. The significance of potential adjustments to

this preliminary financial information could cause actual net income (loss)

to be outside of the expected ranges set forth above.

(b) Other loss primarily represents the non-cash change in fair value of

investments held by the Company.

(c) Transaction costs and other primarily represents costs related to the William

Hill Acquisition and various contract or license termination exit costs,

    professional services for integration activities and non-cash changes in
    equity method investments.

Other Operating Results and Anticipated Capital Plan

     •    Occupancy rates in the Las Vegas segment for the three months ended
          December 31, 2022 increased to 95.5% as compared to 95.1% for the same
          three months ended December 31, 2019.


• We anticipate cash spend for capital expenditures of approximately

$875 million in 2023, of which we estimate approximately $75 million to

          be funded from restricted cash.


• In December 2022, the Company utilized $212 million from free cash flows

          generated during the three months ended December 31, 2022 to make a
          partial repayment of the "Term B Loans" under and as defined in that
          certain Credit Agreement, dated as of December 22, 2017, among Caesars
          Resort Collection, LLC ("CRC"), the other borrowers party thereto from
          time to time, the lenders party thereto from time to time, Credit Suisse
          AG, Cayman Islands Branch, as administrative agent, and U.S. Bank

National Association, as collateral agent (as amended, supplemented or

otherwise modified from time to time, the “CRC Credit Agreement”).

Following the partial repayment and the previously disclosed repayment

          utilizing the proceeds of a new $750 million CEI Term Loan A, the
          outstanding balance of the CRC Term Loan was $3,415 million.


• The following table reflects preliminary results of the Caesars Digital

segment for the year ended December 31, 2022:

——————————————————————————–

                                  Year Ended
                              December 31, 2022
(Dollars in millions)         Low           High
Revenues:
Casino (a)                  $    461      $    463
Other                             86            86

Net revenues                $    547      $    549

Sports betting handle (b)   $ 12,750      $ 12,850
Sports betting hold %            5.3 %         5.5 %

iGaming handle              $  8,000      $  8,100
iGaming hold %                   3.1 %         3.3 %



(a) Includes total promotional and complimentary incentives related to sports

betting, iGaming, and poker of approximately $556 million. Promotional and

complimentary incentives for poker were approximately $21 million for the

year ended December 31, 2022.

(b) Caesars Digital estimates an additional $1,223 million, which is not included

in this table, for select wholly-owned and third-party operations for which
. . .

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit
  No.       Description

99.1          Press Release dated January 23, 2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

——————————————————————————–

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s