Ladies and gentlemen, thank you for standing by and welcome to the Caesars Entertainment Inc 2021 First Quarter Earnings Conference Call. At this time all participants’ lines are in the listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the conference over to Brian Agnew, Senior Vice President of Corporate Finance, Treasurer and Investor Relations. Thank you. Please go ahead.

Thank you, Erica, and good afternoon to everyone on the call. Welcome to our conference call to discuss our first quarter 2021 earnings. This afternoon we issued a press release announcing our first quarter financial results for the period ended March 31, 2021. A copy of the press release is available on the Investor Relations section of our website at investor.caesars.com. Joining me on the call today are Tom Reeg, our Chief Executive Officer; Anthony Carano, our President and Chief Operating Officer; and Bret Yunker, our Chief Financial Officer. Before I turn the call over to Anthony, I would like to remind you that during today's conference call, we may make certain forward-looking statements about the Company's performance. Such forward-looking statements are not guarantees of future performance and therefore one should not place undue reliance on them. Forward-looking statements are also subject to the inherent risks and uncertainties that could cause actual results to differ materially from those expressed. For additional information concerning factors that could cause actual results to differ from those discussed in our forward-looking statements, you should refer to the cautionary statements contained in our press release as well as the risk factors contained in the Company's filings with the Securities and Exchange Commission. Caesars Entertainment undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances that occur after today's call. Also, during today's call, the Company may discuss certain non-GAAP financial measures as defined by SEC Regulation G. The GAAP financial measures most directly comparable to each non-GAAP financial measure discussed and the reconciliation of the differences between each non-GAAP financial measure and in the comparable GAAP financial measure can be found on the Company's website at investor.caesars.com by selecting the Press Release regarding the Company's 2021 first quarter financial results. I will now turn the call over to Anthony.

Thank you, Brian, and good afternoon to everyone on the call. We are very pleased with our quarter. 13 of our properties had EBITDA records in Q1, '19 had EBITDA margin records in Q1 and 20 properties had all-time EBITDA records in March, including four of our biggest properties. Turning to Las Vegas, we generated $161 million of adjusted EBITDA in the quarter and $172 million of property level EBITDA, excluding real rent payments. EBITDA improved [Technical Difficulty] on a quarterly sequential basis. March was our strongest month where we generated approximately $90 million of EBITDA ex-real rent payments and an all-time EBITDA – EBITDAR margin records of 43%. Total occupancy for Q1 was 63% with weekend at 85% and mid-week at 52%. March total occupancy was 77% and April was 84%. Weekends in Las Vegas are sold out for the foreseeable future. Finally, casino mix as a percentage of our occupancy was approximately 40% during the quarter. Looking ahead, we remain encouraged by booking trends for the second half of the year. Group and convention room nights on the books for the second half of 2021 versus 2019 are currently pacing up approximately 20% and we're seeing good rate growth as well. 2022 group revenue on the books is pacing up approximately 15%. Caesars Forum for all future periods has booked over 165 events, 1.6 million room nights and $633 million of revenues, 80% of this business is new to Caesars. We're very optimistic regarding the remaining three quarters of the year in Las Vegas and the return of the group and convention business and entertainment offerings that will drive incremental demand to the market. Now turning to our regional markets, operating results improved significantly versus Q4 of 2020 trends. On a year-over-year basis, regional revenues were flat and…

Thanks, Anthony. Also since we last spoke to you, we closed the William Hill transaction. It took a little longer than we had expected in the court hearing, but we got to the outcome that we wanted and now we control our own destiny and what I continue to believe is an extraordinarily exciting opportunity for the company. And as I get into speaking about it, I want to recognize Joe Asher, who built the William Hill business and we got to know each other well in the original partnership, but as most of you know, you know Joe, you know me, I've done quite a few deals in the time we've been a public company and put together that original partnership and never met until the licensing hearing where it was approved. Joe built a phenomenal business from really very little in the U.S. and we're excited to build on the foundation that he and his team have built as we move forward. As you look at what that combined business did in the quarter, we were about $150 million of revenue. We were positive EBITDA that was despite the limitations of the transaction, where with the UK rules we were kind of frozen in place. William Hill had some lame – effectively lame duck brands in a number of markets that it didn't make a lot of sense to invest a lot of money in. William Hill with the UK parent and a UK investor mindset that was more conservative toward leverage was not as aggressive as we expect we will be in this business. And so what we needed to move forward really was to take control of our destiny by buying William Hill and to come up with the capital to invest appropriately in the business.…

Thanks, Tom. Given everything that Tom and Anthony just took you through, it should come as no surprise that we will begin to aggressively pay down debt. Over the next 12 months we intend to repay at least $2 billion debt, and that will accelerate as we move into 2020 and look to divest to strip asset. This initial $2 billion of debt repayment assumes a conservative sale price for William Hill's non-U.S. assets with the transaction closing within 12 months. Importantly, this will in no way hamper our ability to continue investing in our brick and mortar portfolio and our sports and online business. With William Hill U.S. now officially folded in, our 2021 calendar year CapEx moves to $400 million to $450 million, excluding spend in Atlantic City and Lake Charles, which are covered by escrow and insurance proceeds. With that I'll turn it back to Tom.

Thanks, Bret. And not a guidance guy, but here's a few things I expect will happen as we move forward. Absent a change in the public health situation I would expect us to print a quarter of at least $1 billion of EBITDA in 2021. I'd expect us in 2022 to be at worst below 5 times gross lease adjusted leverage with the reasonable possibility of being below 4 times. On the sports side, I'm not going to make any bold predictions about where we're headed. We're going to put our heads down and do the work right now in front of us. It's all about operating acumen and I'll put our ability to operate against anybody in this business. We feel very, very good about where we're headed. And with that, I'll turn it back to the operator for questions.

[Operator Instructions] Your first question is from Carlo Santarelli with Deutsche Bank.

Hey, guys. Thanks, everybody for the comments. Tom, just kind of picking up on some of the commentary you made there toward the end. As you think about the demand that you're seeing obviously right now in Las Vegas and in your regional assets and acknowledging the view that you believe, there's still more to come with some of the older demographic coming back and even if some of that younger demographic were to go away, that that gets offset. And you look at kind of the $1 billion a quarter this year that you do expect to print; I'm assuming that's a consolidated after a corporate number, if you want to clarify that. Is there any reason why the organization can't be beyond kind of – or give away a $4 billion number as soon as 2022?

So yes, that's a consolidated EBITDA number after corporate, and I would be disappointed if 2022 was less than $4 billion of EBITDA.

Okay, great. And then just as a follow-up right, you talked a little bit about that the contemplation of the $2 billion of debt pay down and the expectation that I think you'd classify as a conservative multiple, but assuming that the transaction does get done. As you think about that the timeline to get that sold and how long it will take to close and stuff. When do you think you realistically have to have a deal in place to kind of get William Hill international buttoned up within the next 12 months?

Yes. We expect to launch the sale process by the end of this quarter. Announced a buyer in late Q3 or early Q4, and have that closed within 12 months of today.

Great. Thanks guys.

Your next question is from Joe Greff with JPMorgan.

Hey guys. Tom, you sort of talked about this in general tone. But when you were thinking about the U.S. sports betting market; how specifically do you plan on it on attacking? And when you think about your competition and maybe the guys down the street from you MGM is sort of more likely like you in sports betting or the sports betting opportunity, they are not like you. I mean, are you looking at sort of a similar type of shared objectives as they've talked about, or how do you see this play out for you? I know it's you sort of had been previously constricted in terms of talking with specificity with the integrating William Hill? Thank you.

Yes. Joe, I liked the hand that guys like us and MGM have to play. We've got – we have the largest loyalty database in the business by now. We've got a fully immersive experience you've got. In our case a fully vertically integrated tech stack, so, we should be effectively the low cost producer. We should be able to acquire certainly a competitive cost, if not one of the lowest in the business. And we are throwing-off over $100 million a month of free cash flow to invest in this business as aggressively as we need to going forward. So you shouldn't expect us to be just throwing money away to buy market share. You should expect us to build this thoughtfully, but you shouldn't expect to see a significant increase in investment in this side now that we've got all our ducks in a row.

Great. And you touched on this a little bit about asset divestitures and the one non-U.S. asset. Can you update us on your thinking in terms of divesting a strip asset relative to previous commentary given that you're right in that market?

We remain convinced that it does not make sense for us to market an asset until we can market it off the cash flow that we're doing with it, not a bridge to what we think we can do with it. So that suggests it's a 2022 event from a marketing and sale exercise that closes after licensing post. And I should say I've read a number of more rumors, different flavor this quarter. There are no active discussions on any Las Vegas asset as I sit here today.

So when you were doing $1 billion of consolidated quarterly EBITDA at some point in 2021, is that – is that sort of the timing of when you would commence?

Yes. I'd look at it, Joe, like Vegas is even in these numbers. That – what we've seen is the pandemic ended. Well didn't it, we reopened, right? The risk takers showed up everywhere, people they were willing to get out of their house, go in social lines very quickly. That was kind of the 2020 story for the pandemic. In 2021, what we've seen as vaccines have rolled out and numbers have come down, is we've seen a surge in business in the – I can drive to the casino in my neighborhood. Our revenue and EBITDA numbers in regional are off the charts. We're looking at – if you look at legacy Eldorado idle assets doing 10%, 15%, 20% more in revenue and 50%, 60% or double in EBITDA versus 2019. What we haven't seen yet, if that wave of demand really reach, if that's coming, and when that comes, that's when we're going to be optimizing what we can print from here. And that's when we'll be thinking about initiating sales process. So what quarter is that? I would say you're probably looking at something that's encapsulated within calendar 2022.

Thank you very much guys.

Your next question is from Shaun Kelley with Bank of America.

Hi, good afternoon everybody. Sorry, can you hear me okay?

Yes.

Good afternoon, everybody. Tom or Bret, just – I just wanted to kind of ask about the – some of the sequential flow through that we saw in this quarter. If we're kind of looking at our model correctly, it does look like in both Vegas and in regional's your operating expenses were down. Your revenues are up. I mean, it's pretty potent reaction that you get, and I appreciate you've already sort of given us the answer. So maybe the piece of the test don't matter so much, but just curious, like – are you just seeing sequential opportunities, is this as contracts roll-off and you saw things that you could do that you couldn't execute last year. Want maybe driving some of that, that just absolute level of efficiency that you saw and see to improve on quarter-on-quarter?

So, Shaun, I would say, I know that we were the most optimistic people in the universe on what we could do once we closed Caesars. What we have found since we've gotten in is beyond our wildest expectations. And part of that is undeniably pandemic related things that where you could not have possibly moved as quickly as the virus forced you to move, accelerated a lot of savings that we would have eventually captured. We have had tremendous buy-in from the existing Caesar's management team that was here when we took over. The way that we're executing now and the people that we've needed to step up in virtually every function have done it seamlessly. This has been without – there's nothing close, this has been the best transaction that we ever put together.

Great. Maybe just switch gears if you could. Maybe just give us a little bit of sense. You talked about investing in customer acquisition, looking forward and certainly leaning in on the digital opportunity. Tom, you're as aware as anybody is on some of the investments that kind of rack up into the triple figures that some people have made to target market share here. Do you think you can do that in a different way or what sort of the right guideposts to think about within that areas of business?

I would say that the former William Hill particularly in the last football season, which is really when the spotlight shown for the first time on this space was fighting with an arm behind their back because of the limbo between signing and closing the transaction. You have enough history with us to know that we are disciplined in our deployment of capital, but we are also sober enough to realize we have to invest considerably more than has been invested historically here. We think we can do it in an efficient manner because of all of the advantages that we bring to the table. But like I said, we're going to put our heads down and do it. I'm not going to put a stake in the ground and say, we're going to have this much defensible market share by this date. We are very, very early in this process. We've got a great hand to play, and I have tremendous confidence in our ability to operate and be a leader here and that's what we're setting out to do.

Thank you very much.

Your next question is from Steve Wieczynski with Stifel.

Hi. Good afternoon, guys. Tom, you gave us a ton of numbers, you gave us a ton of data to digest, but I want to clarify a couple of things. So you've always talked about getting to a 40-ish kind of margin over time. And I guess the question is, does that target now seem somewhat conservative. And then that $100 million a month in free cash flow, just trying to understand where you think that could eventually get to? And I guess my question is really just trying to reconcile getting to your original magical $10 a share in free cash flow? And then finally, there was a leveraged targets that you talked about, those are not dependent at all on asset sales. Correct?

Assets that's not dependent on anything that has not been announced in terms of assets sales.

Plus William Hill.

Plus William Hill on U.S. So it's not dependent on a strip asset sale or any other brick and mortar asset sale. So, your question on margins since we're already bumping up against 40 without group business, back in Vegas or without full hotels yet midweek, 84% is great, but this is a company that ran what 97%, 98% in a pre-pandemic world. We expect that to come back, that's tremendously high flow through business. So yes; yes, I would say on a consolidated basis, you should at the very least expect that each of Vegas, regional and consolidated ends up in excess of 40%. And that's kind of a function of we came in seeing that business could be done differently here in terms of what you've seen before. And margins could be higher than you've historically seen in this market. And the confluence of factors that we've seen since we got here in particular, the way the team has come together and embraced what we've brought and really built upon it. The expectations for margin are above what we were anticipating when we got here.

[indiscernible]

Yes. I mean – so $10 a share of free cash flow with no debt pay down suggests we need to do, what, four two of EBITDA, I would say, we should be able to do considerably more than that.

That's perfect. Thank you for all the color. Appreciate it.

Your next question is from Thomas Allen with Morgan Stanley.

So, thank you. Respect in your earlier comment that you don't want to set a market share target on sports betting or online gambling. Can you help us think about like the time it'll take to build that business? What your expectations are, and like when we should start judging you? Thank you.

I would expect we will have a competitive business and brand by this coming football season. And we'll be build – single wallet likely is in the fall, not in time for football season. So there are things that we will add to it that go forward, but we expect to be a player this fall.

Helpful. And then it's encouraging to hear how you're taking rate in Vegas on weekend. Can you just talk a little bit around the full biggest business including weekdays, like where room rates are trending and how you see the potential pricing power? Thank you.

Yes. So room rates are still below 2019, both weekday and weekend. And if we recovered just that by just room revenue from an occupancy and rate standpoint in April, it's over $20 million of EBITDA. We're running right now midweek in the 80s. I want to say yesterday would have – I haven't seen yesterday's numbers, but I suspect they're around 80, and then they climb through the week. And the weekends are full as far as the eye can see, and we're yielding, but we're still on a typical weekend about $20 below on ADR. And that's where the return of group business can really help us in terms of compression because it will both fill in that mid week gap. And those group customers that extend their trip on either end help us yield on weekends as well.

Helpful. Thank you.

Your next question is from John DeCree with Union Gaming.

Hi, everyone. Thank you for taking my questions. Tom, I wanted to talk a little bit about the group business in April. I think we've kind of spoken around this point, but wanted to attack it head on. So in April, I think, you mentioned the whole adjusted margins for Vegas would have been high 40s. I think it was 47% or so. Is it fair to assume that there was very little or no group business in April and that's typically a pretty high margin business?

Yes. As far as I'm aware, there was one small group during the quarter.

And…

And you would have that room – obviously room business and you'd have the banquet business that's high margin as well. And then whatever they do outside of their conference in terms of gaming and F&B.

Got it, okay. And historically, how big is international for your Las Vegas business? So, obviously, that's going to take a little longer to recover. We haven't talked about it that much, but when we think about your run rates coming out of April, we've got group business hopefully picking up in the back half. But was there a big piece of international business in Las Vegas for you on a relative basis? And would that be additional opportunity whenever that might come back?

Relative to our peers, we have far less exposure to that piece of the business, but it would move the needle a little bit when it comes back.

Got it. Thanks for all the color. I'll hop back in the queue.

Your next question is from Stephen Grambling from Goldman Sachs.

Thanks. Two follow-ups on the digital side. First, you mentioned, I think, in your prepared remarks, investing in tech. So where do you see the biggest holes in the tech stack now? And how do you foresee building or buying this?

The techs that we feel very good about where the tech stack is the big piece for us there is rolling out Liberty and they've got a mix of Liberty and CBS platforms. In the various states, we want to be Liberty throughout that's the competitive technology, but – on the tech side, you're constantly going to be adding to it, you're going to be enhancing particularly the experience. So you should expect that that investment pipeline into tech is long tail.

And then I guess the other follow up on sports betting, you mentioned being thoughtful about marketing and customer acquisition. Where does content and/or additional media partnerships fit into your strategy? And how you're trying to position Caesars in that kind of convergence of media and betting?

Yes, I saw that we expanded our partnership with the NFL extended and expanded. That's an important partner for us. Football is clearly the big kahuna in this space and the NFL is where you want to be. The draft comes to Vegas. Next year we'll have a lot of it at Caesars, which will be fun. We were very early telling people. We expect to see continued convergence on media side. We're really the only significant player at this point now that we've bought William Hill that controls everything. We're a one-stop shop. If you're looking to get into this business, we're certainly a logical call and you should expect we will continue to have those discussions. And if there is something that creates more value for us down that road, you should expect us to have there.

Fair enough. Thanks so much.

Your next question is from Chad Beynon with Macquarie.

Good afternoon. Thanks for taking my question. Firstly, I just wanted to start with the regional markets, your comments around March and April trends were certainly very positive on the revenue side. But just wanted to ask about how you're thinking about the outlook over the next six months as more entertainment options will be open to your customers, but that could be largely offset by a big portion of your customer base that currently isn't coming to the property. So just kind of wondering how you're thinking about this calculus at this point.

I think that similar to my remarks the last couple of quarters, if you're thinking this is a short-term situation, I think you're wrong. I think that this is – if you think about investment history, you really have to go back to kind of wartime tariffs where the country mobilized for – in the case of World War I and World War II to win wars. So, they pointed all of the economic capacity – where the bulk of the economic capacity of the country had military outcomes. In this case, we've spent the last year pointing this at this virus and have made progress on the vaccine front that I never would have imagined was possible. And then we pointed a firehose of money that consumers. So these consumers were at home largely for better – the better part of a year, not commuting, not spending all the money that you spend going to and from work, eating at work, going out, the savings rate is astronomical relative to historic norms. As the world reopens, already see this capital being unlocked and coming into our doors. We're still early there. So I just don't expect this to change quickly. So I don't spend a lot of time worrying that what happens when you can go to a movie theater or get on a cruise ship. I think the demand for entertainment and just fun after the last 12 to 14 months is going to be like nothing any of us have seen in our lifetime.

Thanks, Tom. I agree. And then separately just wanted to ask about the William Hill non-U.S. digital business given how strong your core free cash flow was and kind of your path to de-leveraging on the local business. And given that non-U.S. digital business is humming along not at the same growth rate as the U.S., but the UK, Spain, Italy, et cetera, are performing pretty well. Did you consider hanging on to this? And I'm sure you're going to be disciplined around pricing, but we're just getting some questions that maybe the value of this is actually worth more than what you originally thought. So how are you thinking about? Bret, I believe you said the goal is to sell it in the next 12 months, but did you consider hanging on to this just given how everything else has been going? Thank you.

One of my pet peeves was – when I was an investor is companies that didn't know what they were good at. And I can't tell you we're good at running a non-U.S. digital business. I can tell you that there are almost certainly people out there that will do it better than us and see opportunity there. And I can deploy that capital into businesses that I know will drive better returns to shareholders. So, no, we've not had a moment's pause in terms of selling the non-U.S. business.

Thanks, Tom. Appreciate it.

Your next question is from Daniel Adam with Loop Capital Markets.

Hi, guys. Thanks for taking the question. Tom, I think, you mentioned lease adjusted leverage with a four handle in 2022 and recognizing that it's not on the near-term radar. But at what point do you start thinking about or maybe even just thinking about, thinking about potentially allocating capital to buybacks or dividend?

I would say that's down the list for us. We've got – we have told you, we want to drive this company to an investment grade balance sheet. We want to continue to invest in our properties and we want to make sure we invest adequate capital into sports and online. So that we can build a leadership stake and we think all of that are better uses for our capital than either a share buyback or a dividend for the foreseeable future.

Okay. Got it. And then is there any way you can maybe quantify how much you think you need to invest in online gaming to get it to where you'd like that business to be over the next say one to two years? And then I guess, related to that, how can you know how much to invest in the business without having a market share target in mind? Thanks.

Yes. Well, because I don't share it with this group doesn't mean I don't have a market share target.

That's fair enough.

And we will – we closed the deal 10 days ago. So we're – I wish I thought we would have had a full month's worth under our belt. I'll be able to better answer the question of what I think is the appropriate investment level on our next call as we head into football season.

Okay, great. Look forward to it. Thanks, Tom. Thanks guys.

Thanks Dan.

Your next question is from David Katz with Jefferies.

Hi, afternoon everyone. Thanks for taking my question. You've covered a lot with respect to digital gaming, brands, customers, and I think there was some questioning around technology also on the subject of content, right, and that is breadth of wagers that is casino games on the iGaming side. How are you approaching sort of building that out and in particular on the sports betting side with respect to in-game wagering? What's your view on that as an opportunity within sports betting?

I would tell you we're debating content as we speak, how deep do you need to be in that area? How much do you invest? How would you invest that money? I'd say the jury is out. I see others are moving as we speak. We're evaluating what we do on the content side. What Penn did today in terms or announced today anyway in terms of the ability to develop your own games on the casino side, we think is a smart move and Jay is a brilliant operator, so we would expect nothing less, but you should expect us to be looking to build our own capabilities in terms of building games on the casino side.

And do you feel as though sports betting wise, wagering offerings, et cetera, you have what you need? Or is that still under evaluation also?

That will continue to expand and our tech stack is a big piece of that. The ability to build upon the tech platform is really one of the key differences between Liberty and the legacy CBS system that William Hill used. So you should expect that that will be an ongoing living process as we move forward.

Got it. One last detail if I may. The leverage targets that you discussed in the comments include some proceeds from the non-U.S. William Hill entities, correct?

Correct.

Thank you very much.

Thanks David.

Your next question is from Barry Jonas with Truist Securities.

Hi, Tom. It's actually Matt Chole filling in for Barry Jonas. I just had two quick questions. Can you think of – I guess a thing that's come up in recent earnings calls across the broader consumer discretionary space has been hiring issues and wage inflation. And how are you guys thinking about this moving forward? What can you do to fix this? And how should we think about that from a modeling perspective?

Hiring employees is certainly a challenge across the enterprise. As we sit here today, you know, yes, the supplemental unemployment benefit rolls off. I can't remember when was that? Is that the fall?

Yeah.

I think that will be helpful to us. I think you should expect that our labor costs will increase some to make sure that we have adequate staff to meet demand, but that increase will be swamped by the demand that we're seeing.

Got it. And then just for my follow-up question, if you think about – I am curious to get your thoughts on how the conversation with some of the larger groups has changed through the COVID process as we think about the recovery in Vegas on the group side, how are you thinking about – I know the timeline to booking window and whatnot they've changed, but how are you guys thinking about it internally?

Well, we're really thinking about what's the attrition rate going to be for these groups on the books. We think we've modeled that conservatively and early evidence suggests that we were conservative, which suggests groups are eager to return in ways that we were more conservative in terms of modeling three, six months. We feel good about what's coming. You've got Vegas second half of the year is jammed. If you look at forward dates in the market, there is extremely robust demand because you basically set out a year and a half by the time – the business gets here. So we think that group story is going to be a very good story when the doors open, starting in June.

Awesome. Thank you very much. I appreciate it.

And there are no further questions in queue at this time.

All right. Thanks everybody. We'll talk to you in 90 days.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.