Caesars Entertainment(CZR) - 2024 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Unaudited Financial Statements This section presents the unaudited consolidated condensed financial statements of Caesars Entertainment, Inc. for the periods ended September 30, 2024, and December 31, 2023, including balance sheets, statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, along with detailed notes explaining the company's organization, accounting policies, debt structure, revenue recognition, and segment information Consolidated Condensed Balance Sheets | (In millions) | September 30, 2024 | December 31, 2023 | | :------------ | :----------------- | :---------------- | | ASSETS | | | | Total assets | $32,969 | $33,366 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Total liabilities | 28,585 | 28,646 | | Total stockholders' equity | 4,384 | 4,720 | | Total liabilities and stockholders' equity | $32,969 | $33,366 | - Total assets decreased by $397 million from December 31, 2023, to September 30, 2024, while total liabilities also saw a slight decrease of $61 million. Total stockholders' equity decreased by $336 million[4] Consolidated Condensed Statements of Operations | (In millions, except per share data) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :----------------------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net revenues | $2,874 | $2,994 | $8,446 | $8,703 | | Operating income | 644 | 724 | 1,635 | 1,936 | | Income (loss) before income taxes | 52 | 139 | (167) | (20) | | Net income (loss) | 9 | 92 | (235) | 884 | | Net income (loss) attributable to Caesars | $(9) | $74 | $(289) | $858 | | Basic income (loss) per share | $(0.04) | $0.34 | $(1.34) | $3.99 | - For the three months ended September 30, 2024, net revenues decreased by 4.0% YoY, and net income attributable to Caesars shifted from a profit of $74 million in 2023 to a loss of $9 million in 2024. For the nine months ended September 30, 2024, net revenues decreased by 3.0% YoY, and net income attributable to Caesars significantly declined from a profit of $858 million in 2023 to a loss of $289 million in 2024[6] Consolidated Condensed Statements of Comprehensive Income (Loss) | (In millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :------------ | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net income (loss) | $9 | $92 | $(235) | $884 | | Other comprehensive income (loss), net of tax | 1 | (1) | — | 5 | | Comprehensive income (loss) | 10 | 91 | (235) | 889 | | Comprehensive income (loss) attributable to Caesars | $(8) | $73 | $(289) | $863 | - Comprehensive income attributable to Caesars decreased significantly, from $73 million in Q3 2023 to a loss of $8 million in Q3 2024, and from $863 million in YTD 2023 to a loss of $289 million in YTD 2024[8] Consolidated Condensed Statements of Stockholders' Equity - Caesars Stockholders' Equity decreased from $4,720 million at December 31, 2023, to $4,384 million at September 30, 2024. Key changes include net losses, stock-based compensation, and share repurchases[9] | (In millions) | Balance, December 31, 2023 | Balance, September 30, 2024 | | :------------ | :------------------------- | :-------------------------- | | Paid-in Capital | $7,001 | $6,893 | | Deficit | $(2,523) | $(2,812) | | Accumulated Other Comprehensive Income (Loss) | $97 | $97 | | Noncontrolling Interests | $168 | $206 | | Total Stockholders' Equity | $4,720 | $4,384 | - The company repurchased 3,872,478 shares of common stock for $141 million during the nine months ended September 30, 2024, completing the 2018 Share Repurchase Program[9][102] Consolidated Condensed Statements of Cash Flows | (In millions) | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :------------ | :----------------------------------- | :----------------------------------- | | Net cash provided by operating activities | $766 | $1,301 | | Net cash used in investing activities | $(979) | $(881) | | Net cash used in financing activities | $(4) | $(708) | | Decrease in cash, cash equivalents and restricted cash | $(217) | $(288) | | Cash, cash equivalents and restricted cash, end of period | $926 | $1,015 | - Net cash provided by operating activities decreased by $535 million YoY for the nine months ended September 30, 2024. Net cash used in investing activities increased by $98 million, primarily due to higher property and equipment purchases. Net cash used in financing activities significantly decreased by $704 million, mainly due to changes in debt proceeds and repayments[11] Notes to Consolidated Condensed Financial Statements Note 1. Organization and Description of Business Caesars Entertainment, Inc. is a diversified gaming and hospitality company operating 53 domestic properties across 18 states, with primary revenue from gaming, retail and online sports betting, and online gaming. The Caesars Digital segment encompasses retail and online sports wagering in 32 North American jurisdictions and iGaming in five, with plans for further expansion - The Company operates 53 domestic properties in 18 states, with approximately 50,900 slot machines, 2,700 table games, and 44,900 hotel rooms as of September 30, 2024[18] - Caesars Digital segment operates retail and online sports wagering in 32 North American jurisdictions (26 online) and iGaming in five jurisdictions, with new apps like Horseshoe Online Casino launching in October 2024[19] Note 2. Basis of Presentation and Significant Accounting Policies The financial statements are prepared in accordance with GAAP for interim reporting, with management's opinion that all necessary adjustments are included. The divestiture of Rio All-Suite Hotel & Casino in Q3 2023 impacts comparability. The company consolidates subsidiaries and VIEs where it has controlling financial interest or is the primary beneficiary. Fair value measurements are categorized into Level 1, 2, and 3 inputs. The company also disclosed the sale of World Series of Poker (WSOP) assets for $500 million, which closed in October 2024, and advertising expenses - The presentation of financial information after the divestiture of Rio All-Suite Hotel & Casino at the end of Q3 2023 is not fully comparable to prior periods[21] - On August 1, 2024, the Company agreed to sell World Series of Poker (WSOP) assets to NSUS Group Inc for $500 million ($250 million cash, $250 million term loan), which closed on October 29, 2024. Trademarks totaling $180 million were classified as assets held for sale[31] Advertising Costs | Period | 2024 (millions) | 2023 (millions) | | :----- | :-------------- | :-------------- | | Three Months Ended September 30 | $52 | $65 | | Nine Months Ended September 30 | $164 | $185 | Note 3. Property and Equipment The company's net property and equipment increased to $14,895 million as of September 30, 2024, from $14,756 million at December 31, 2023, primarily due to ongoing construction in progress. Depreciation expense also saw a slight increase year-over-year | (In millions) | September 30, 2024 | December 31, 2023 | | :------------ | :----------------- | :---------------- | | Total property and equipment, net | $14,895 | $14,756 | Depreciation Expense | (In millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :------------ | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Depreciation expense | $293 | $284 | $877 | $835 | Note 4. Goodwill and Intangible Assets, net The company recognized $118 million in impairment charges during the nine months ended September 30, 2024, within its Regional segment, primarily due to decreased projected future cash flows at certain properties from localized competition. This included impairments to trademarks, gaming rights, and goodwill - During the nine months ended September 30, 2024, the Company recognized impairment charges totaling $118 million in its Regional segment, related to trademarks, gaming rights, and goodwill[42] - The impairments were triggered by negative performance indicators and a decrease in projected future cash flows at certain regional properties, mainly due to localized competition[41] Goodwill and Other Intangible Assets | (In millions) | September 30, 2024 | December 31, 2023 | | :------------ | :----------------- | :---------------- | | Goodwill | $10,949 | $10,990 | | Intangible assets other than goodwill | $4,211 | $4,523 | Note 5. Litigation, Commitments and Contingencies The company is involved in various legal proceedings, with estimated losses accrued when probable and estimable, though current liabilities are not material. Caesars has discontinued pursuing COVID-19 business interruption claims. Contractual commitments include a $325 million capital investment for Caesars New Orleans, expected to be completed in Q4 2024, and $455 million in sports sponsorship/partnership obligations extending through 2040. The company is self-insured for various risks, with a total estimated liability of $208 million as of September 30, 2024 - The Company has discontinued pursuing COVID-19 business interruption claims, as potential recoveries are not expected to be material[47] - The Company has met the $325 million capital investment requirements for Caesars New Orleans, with the project expected to be completed in Q4 2024[49] Contractual Commitments and Self-Insurance Liability | (In millions) | September 30, 2024 | December 31, 2023 | | :------------ | :----------------- | :---------------- | | Sports Sponsorship/Partnership Obligations | $455 | $605 | | Total estimated self-insurance liability | $208 | $200 | Note 6. Long-Term Debt The company's total debt increased to $12,549 million (book value) as of September 30, 2024, from $12,305 million at December 31, 2023. Key debt activities include the incurrence of a new $2.9 billion CEI Term Loan B-1 and $1.5 billion CEI Senior Secured Notes due 2032, used to refinance existing debt, resulting in a $48 million loss on extinguishment. Post-period, an additional $1.1 billion CEI Senior Notes due 2032 were issued to repay CEI Senior Notes due 2027, incurring an estimated $31 million loss. The company remains in compliance with all debt covenants Total Debt (Book Value) | (In millions) | September 30, 2024 | December 31, 2023 | | :------------ | :----------------- | :---------------- | | Total debt | $12,549 | $12,305 | - Incurred a new $2.9 billion CEI Term Loan B-1 (maturing Feb 2031) and issued $1.5 billion CEI Senior Secured Notes due 2032 (maturing Feb 2032) to tender, redeem, and satisfy existing 5.75% and 6.25% Senior Secured Notes due 2025, resulting in a $48 million loss on extinguishment of debt[61][62][63][67][68][69] - Subsequent to September 30, 2024, the Company issued $1.1 billion CEI Senior Notes due 2032 to repay approximately $1.1 billion of CEI Senior Notes due 2027, estimating a $31 million loss on extinguishment in Q4 2024[72] - As of September 30, 2024, the Company was in compliance with all applicable financial covenants, including a maximum net total leverage ratio of 7.25:1 and a minimum fixed charge coverage ratio of 1.75:1[74][75] Note 7. Revenue Recognition Net revenues for Q3 2024 were $2,874 million, down from $2,994 million in Q3 2023, with Casino, Hotel, and Other revenues declining across Las Vegas and Regional segments, partially offset by significant growth in Caesars Digital. Contract liabilities, including outstanding chip liability, Caesars Rewards obligations, and customer deposits, decreased in 2024, primarily due to a reduction in advanced ticket sales and gaming deposits Net Revenues by Segment (Three Months Ended September 30) | (In millions) | 2024 | 2023 | | :------------ | :---- | :---- | | Las Vegas | $1,062 | $1,120 | | Regional | $1,446 | $1,565 | | Caesars Digital | $303 | $215 | | Managed and Branded | $68 | $98 | | Corporate and Other | $(5) | $(4) | | Total Net Revenues | $2,874 | $2,994 | Net Revenues by Segment (Nine Months Ended September 30) | (In millions) | 2024 | 2023 | | :------------ | :---- | :---- | | Las Vegas | $3,191 | $3,379 | | Regional | $4,196 | $4,415 | | Caesars Digital | $861 | $669 | | Managed and Branded | $206 | $239 | | Corporate and Other | $(8) | $1 | | Total Net Revenues | $8,446 | $8,703 | Contract and Contract-Related Liabilities (In millions) | Liability Type | Balance at January 1, 2024 | Balance at September 30, 2024 | Increase / (decrease) | | :------------- | :------------------------- | :---------------------------- | :-------------------- | | Outstanding Chip Liability | $42 | $35 | $(7) | | Caesars Rewards | $86 | $85 | $(1) | | Customer Deposits and Other Deferred Revenue | $693 | $573 | $(120) | Note 8. Earnings per Share For the three months ended September 30, 2024, basic and diluted loss per share was $(0.04), a decrease from $0.34 income per share in the prior year. For the nine months ended September 30, 2024, basic and diluted loss per share was $(1.34), down from $3.99 income per share in the prior year. Weighted average shares outstanding remained relatively stable Net Income (Loss) Per Share Attributable to Caesars | (In millions, except per share data) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :----------------------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net income (loss) attributable to Caesars | $(9) | $74 | $(289) | $858 | | Basic income (loss) per share | $(0.04) | $0.34 | $(1.34) | $3.99 | - Weighted average basic shares outstanding were 215 million for Q3 2024 and 216 million for YTD 2024, consistent with prior periods[90] - 4 million anti-dilutive shares from stock-based compensation awards were excluded from EPS calculation for both the three and nine months ended September 30, 2024[91] Note 9. Stock-Based Compensation and Stockholders' Equity Total stock-based compensation expense was $24 million for Q3 2024 and $73 million for YTD 2024, a slight decrease from prior year periods. The company granted 2.0 million RSUs, 160 thousand PSUs, and 430 thousand MSUs during the nine months ended September 30, 2024. The 2018 Share Repurchase Program was completed in September 2024 with $141 million in repurchases, and a new $500 million 2024 Share Repurchase Program was authorized in September 2024 Stock-Based Compensation Expense | (In millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :------------ | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Total stock-based compensation expense | $24 | $26 | $73 | $82 | - During the nine months ended September 30, 2024, the Company granted 2.0 million RSUs ($87 million fair value), 160 thousand PSUs ($7 million aggregate value), and 430 thousand MSUs ($25 million aggregate value)[95][96] - The $150 million 2018 Share Repurchase Program was completed in September 2024, with $141 million in repurchases during the nine months ended September 30, 2024. A new $500 million 2024 Share Repurchase Program was authorized in September 2024[102][103] Note 10. Income Taxes The company uses a discrete effective tax rate method for interim reporting. The effective tax rate for Q3 2024 was 82.7% (provision of $43 million on $52 million income), significantly higher than 33.8% in Q3 2023, primarily due to an increase in federal and state valuation allowances against deferred tax assets for excess business interest expense. For YTD 2024, the effective tax rate was (40.7)% (provision of $68 million on $(167) million loss), compared to a benefit of $904 million in YTD 2023 due to a partial release of valuation allowances Income Tax Allocation | (In millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :------------ | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Income (loss) before income taxes | $52 | $139 | $(167) | $(20) | | Benefit (provision) for income taxes | $(43) | $(47) | $(68) | $904 | | Effective tax rate | 82.7% | 33.8% | (40.7)% | Not meaningful | - The income tax provision for Q3 and YTD 2024 was primarily impacted by an increase in federal and state valuation allowances against deferred tax assets for excess business interest expense[109] - The income tax benefit for YTD 2023 was primarily due to the partial release of federal and state valuation allowances, which occurred in Q2 2023[108][110] Note 11. Related Party and Affiliate Transactions The company has a lease agreement with C. S. & Y. Associates (CSY) for a portion of Eldorado Resort Casino Reno, with annual rent of $0.6 million. Caesars is the primary beneficiary of the CVA Holdco, LLC joint venture with the Eastern Band of Cherokee Indians, consolidating its operations and distributing $16 million to partners in YTD 2024. The Pompano Joint Venture, accounted for using the equity method, generated $11 million in income for the company in Q3 2024 from a land parcel sale, with the investment valued at $119 million as of September 30, 2024 - The Company leases approximately 30,000 square feet of land for Eldorado Resort Casino Reno from C. S. & Y. Associates (CSY) with annual rent of $0.6 million, expiring June 30, 2057[112] - Caesars is the primary beneficiary of the CVA Holdco, LLC joint venture (Caesars Virginia), consolidating its operations and distributing $16 million to partners during the nine months ended September 30, 2024[113] - The Pompano Joint Venture, accounted for using the equity method, generated $11 million in income for the Company in Q3 2024 from a land parcel sale. The Company's investment in the joint venture was $119 million as of September 30, 2024[115] Note 12. Segment Information The company operates in four reportable segments: Las Vegas, Regional, Caesars Digital, and Managed and Branded, plus Corporate and Other. Las Vegas and Regional segments saw declines in net revenues and Adjusted EBITDA for both Q3 and YTD 2024 compared to 2023. Caesars Digital, however, showed significant growth in net revenues and Adjusted EBITDA, driven by iGaming and sports betting. Managed and Branded segment also experienced a decrease in net revenues and Adjusted EBITDA - The Company's principal operating activities are categorized into four reportable segments: Las Vegas, Regional, Caesars Digital, and Managed and Branded, in addition to Corporate and Other[116] Segment Net Revenues and Adjusted EBITDA (Three Months Ended September 30) | (In millions) | Net Revenues 2024 | Net Revenues 2023 | Adjusted EBITDA 2024 | Adjusted EBITDA 2023 | | :------------ | :---------------- | :---------------- | :------------------- | :------------------- | | Las Vegas | $1,062 | $1,120 | $472 | $482 | | Regional | $1,446 | $1,565 | $498 | $575 | | Caesars Digital | $303 | $215 | $52 | $2 | | Managed and Branded | $68 | $98 | $19 | $20 | | Corporate and Other | $(5) | $(4) | $(40) | $(36) | Segment Net Revenues and Adjusted EBITDA (Nine Months Ended September 30) | (In millions) | Net Revenues 2024 | Net Revenues 2023 | Adjusted EBITDA 2024 | Adjusted EBITDA 2023 | | :------------ | :---------------- | :---------------- | :------------------- | :------------------- | | Las Vegas | $3,191 | $3,379 | $1,426 | $1,527 | | Regional | $4,196 | $4,415 | $1,400 | $1,531 | | Caesars Digital | $861 | $669 | $97 | $9 | | Managed and Branded | $206 | $239 | $54 | $58 | | Corporate and Other | $(8) | $1 | $(123) | $(117) | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and operating results for the three and nine months ended September 30, 2024, compared to 2023. It details the impact of new developments, Caesars Digital expansion, debt transactions, economic factors, and impairment charges on segment performance. The discussion highlights a consolidated net revenue decrease, primarily in Las Vegas and Regional segments, offset by strong growth in Caesars Digital, and outlines the company's liquidity and capital resources, including debt management and share repurchase programs Objective - The MD&A aims to provide a narrative explanation of financial statements, enhance overall financial disclosure, and offer context for analyzing financial condition and results of operations[131] Overview - Caesars Entertainment, Inc. is a geographically diversified gaming and hospitality company with 53 domestic properties in 18 states, generating revenue primarily from gaming, retail and online sports betting, and online gaming[132] - As of September 30, 2024, the company owned 22 and leased 24 casinos in the U.S., including properties leased from VICI Properties L.P. and GLP Capital, L.P[133] - Caesars Digital operates retail and online sports wagering in 32 North American jurisdictions (26 online) and iGaming in five jurisdictions, with ongoing expansion plans[135][136] Investments and Partnerships - The Pompano Joint Venture, a 50% variable interest with Cordish Companies, is developing a mixed-use entertainment and hospitality destination. The company recorded $11 million in income from this investment in Q3 2024 due to a land parcel sale[137][139] - As of September 30, 2024, the company's investment in the Pompano Joint Venture was $119 million[139] Reportable Segments - The company's principal operating activities are categorized into four reportable segments: Las Vegas, Regional, Caesars Digital, and Managed and Branded, plus Corporate and Other[140] Presentation of Financial Information - Financial information for periods after the divestiture of Rio All-Suite Hotel & Casino at the end of Q3 2023 is not fully comparable to prior periods[141] Key Performance Metrics - Key performance metrics include gaming volume indicators (drop/handle), win/hold percentages (slot win 9-11%, table games hold 16-23%, sports betting hold 7-11%, iGaming hold 3-5%), hotel occupancy, and Adjusted EBITDA[144] Significant Factors Impacting Financial Results - New developments include temporary gaming facilities for Caesars Virginia (permanent facility opening Dec 2024) and Harrah's Columbus Nebraska (permanent facility opened May 2024)[146] - Caesars Digital continues to expand with new app launches (e.g., Horseshoe Online Casino in Michigan) and strategic marketing investments in new jurisdictions[147] - Debt transactions in YTD 2024 included refinancing $4.4 billion of debt, incurring $51 million in loss on early extinguishment, and a voluntary $100 million repayment on CEI Term Loan B[148] - Economic factors like higher inflation, interest rates, and global hostilities are monitored for their impact on discretionary spending and operations[149] - Impairment charges of $118 million were recognized in the Regional segment during Q2 2024 due to localized competition and decreased projected future cash flows[150] Results of Operations Consolidated comparison of the three and nine months ended September 30, 2024 and 2023 Consolidated Net Revenues and Net Income (Loss) | (Dollars in millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :-------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net revenues | $2,874 | $2,994 | $8,446 | $8,703 | | Net income (loss) | $9 | $92 | $(235) | $884 | | Net income (loss) margin | 0.3% | 3.1% | (2.8)% | 10.2% | - Consolidated net revenues decreased by 4.0% for Q3 2024 and 3.0% for YTD 2024, primarily due to declines in the Las Vegas (Rio divestiture, lower table games hold) and Regional segments (competition, construction disruption, weather), partially offset by growth in Caesars Digital[153][155] Consolidated Operating Expenses | (Dollars in millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :-------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Total operating expenses | $2,230 | $2,270 | $6,811 | $6,767 | | Impairment charges | — | — | $118 | — | - Operating expenses decreased by 1.8% for Q3 2024, mainly due to lower general advertising and reduced rent expense from the Rio divestiture. For YTD 2024, operating expenses increased by 0.7%, including $118 million in impairment charges[156][159][160] Other Income (Expenses) | (Dollars in millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :-------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Interest expense, net | $(596) | $(581) | $(1,780) | $(1,761) | | Loss on extinguishment of debt | — | $(3) | $(51) | $(200) | | Other income (loss) | $4 | $(1) | $29 | $5 | | Benefit (provision) for income taxes | $(43) | $(47) | $(68) | $904 | - Interest expense, net, increased due to annual rent escalators on VICI Leases and debt mix, partially offset by capitalized interest. Loss on extinguishment of debt for YTD 2024 was $51 million, primarily from prepayments of CEI Senior Secured Notes and CEI Term Loan B[162][163] Las Vegas Segment Las Vegas Segment Performance | (Dollars in millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :-------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net revenues | $1,062 | $1,120 | $3,191 | $3,379 | | Adjusted EBITDA | $472 | $482 | $1,426 | $1,527 | | Hotel occupancy | 97.1% | 96.6% | 97.8% | 96.5% | - Las Vegas segment net revenues decreased by 5.2% for Q3 2024 and 5.6% for YTD 2024, primarily due to the Rio divestiture and lower table games hold. Adjusted EBITDA also decreased, but Adjusted EBITDA margin improved due to lower rent expense and operating efficiencies[169] - Hotel occupancy improved to 97.1% in Q3 2024 and 97.8% in YTD 2024, contributing to higher hotel and food and beverage revenues[168][169] Regional Segment Regional Segment Performance | (Dollars in millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :-------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net revenues | $1,446 | $1,565 | $4,196 | $4,415 | | Adjusted EBITDA | $498 | $575 | $1,400 | $1,531 | | Adjusted EBITDA margin | 34.4% | 36.7% | 33.4% | 34.7% | - Regional segment net revenues decreased by 7.6% for Q3 2024 and 5.0% for YTD 2024, and Adjusted EBITDA decreased by 13.4% and 8.6% respectively, primarily due to increased competition from new casino resorts, ongoing construction disruption, and inclement weather[171] - Impairment charges totaling $118 million were recorded in Q2 2024 for certain regional properties due to these factors[172] Caesars Digital Segment Caesars Digital Segment Performance | (Dollars in millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :-------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net revenues | $303 | $215 | $861 | $669 | | Adjusted EBITDA | $52 | $2 | $97 | $9 | | iGaming handle | $3,826 | $2,472 | $10,861 | $7,542 | | iGaming hold % | 3.5% | 3.1% | 3.4% | 3.0% | | Sports betting hold % | 8.6% | 6.5% | 7.4% | 6.3% | - Caesars Digital's net revenues increased by 40.9% for Q3 2024 and 28.7% for YTD 2024. Adjusted EBITDA significantly improved from $2 million to $52 million in Q3 2024 and from $9 million to $97 million in YTD 2024[173][174] - Growth was primarily driven by higher iGaming handle (up 54.8% in Q3 2024) and iGaming hold, coupled with improved sports betting hold, following the launch of Caesars Palace Online Casino in August 2023[174] Managed and Branded Segment Managed and Branded Segment Performance | (Dollars in millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :-------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net revenues | $68 | $98 | $206 | $239 | | Adjusted EBITDA | $19 | $20 | $54 | $58 | | Adjusted EBITDA margin | 27.9% | 20.4% | 26.2% | 24.3% | - Net revenues for the Managed and Branded segment decreased by 30.6% for Q3 2024 and 13.8% for YTD 2024. Adjusted EBITDA also saw a slight decrease, but Adjusted EBITDA margin improved by 7.5 percentage points in Q3 2024[177] - The prior year's Q3 2023 revenue included $25 million from the termination of the Caesars Dubai management agreement, which was excluded from Adjusted EBITDA[177] Corporate & Other Corporate & Other Performance | (Dollars in millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :-------------------- | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net revenues | $(5) | $(4) | $(8) | $1 | | Adjusted EBITDA | $(40) | $(36) | $(123) | $(117) | - Corporate and Other net revenues and Adjusted EBITDA remained negative, reflecting unallocated corporate overhead costs and inter-segment eliminations[119][120] Supplemental Unaudited Presentation of Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") for the Three and Nine Months Ended September 30, 2024 and 2023 - Adjusted EBITDA is a non-GAAP financial measure used by management to evaluate operating performance, defined as net income (loss) before interest, taxes, depreciation, amortization, stock-based compensation, debt extinguishment, impairment, other income/loss, noncontrolling interests, and transaction costs[179] Consolidated Adjusted EBITDA Reconciliation | (In millions) | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | :------------ | :------------------------------------ | :------------------------------------ | :----------------------------------- | :----------------------------------- | | Net income (loss) attributable to Caesars | $(9) | $74 | $(289) | $858 | | Adjusted EBITDA | $1,001 | $1,043 | $2,854 | $3,008 | - Consolidated Adjusted EBITDA decreased by 4.0% for Q3 2024 and 5.1% for YTD 2024, reflecting overall operational performance[181] Liquidity and Capital Resources - As of September 30, 2024, the company had $802 million in cash and cash equivalents and $2,035 million in revolver capacity, totaling $2,707 million in available liquidity[184] - Operating activities generated $766 million in cash inflows for YTD 2024, down from $1.3 billion in YTD 2023, primarily due to changes in working capital and operating results[184] - Key capital requirements include expansion and maintenance of properties, taxes, debt service, and rent payments. Estimated capital expenditures for the remainder of 2024 are $200-$330 million, with debt service at $175 million and lease payments at $331 million[189][195][196] - The sale of World Series of Poker (WSOP) assets to NSUS Group Inc for $500 million closed on October 29, 2024, providing $250 million in cash at closing[198] Debt and Master Lease Covenant Compliance - The company was in compliance with all applicable financial covenants as of September 30, 2024, including the CEI Revolving Credit Facility and CEI Term Loan A's maximum net total leverage ratio of 7.25:1 and minimum fixed charge coverage ratio of 1.75:1[202][203] - The GLPI Leases and VICI Leases require minimum capital expenditures based on net revenues and maintenance of certain financial ratios[203] Share Repurchase Program - The $150 million 2018 Share Repurchase Program was completed in September 2024, with $141 million in repurchases during YTD 2024[188][205] - A new $500 million 2024 Share Repurchase Program was authorized in September 2024, with no time limit or minimum repurchase requirement[103][205] Contractual Obligations - No material changes to contractual obligations during the nine months ended September 30, 2024, as disclosed in the 2023 Annual Report and Note 5[206] Other Liquidity Matters - The company faces contingencies related to litigation, claims, assessments, and environmental remediation, as detailed in Legal Proceedings and Note 5[207] Critical Accounting Policies - No material changes to critical accounting policies, assumptions, or estimation techniques since December 31, 2023[208] Off-Balance Sheet Arrangements - The company does not currently have any off-balance sheet arrangements[209] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company is primarily exposed to market risk from changes in interest rates due to its significant variable-rate long-term debt, which totaled $6.3 billion (approximately 50% of consolidated long-term debt) as of September 30, 2024. The weighted average interest rates on variable and fixed rate debt were 7.87% and 6.70%, respectively. The company manages this risk by monitoring rates and may use derivative financial instruments, but not for trading purposes - As of September 30, 2024, long-term variable-rate borrowings totaled $6.3 billion, representing approximately 50% of consolidated long-term debt[211] - The weighted average interest rates on variable and fixed rate debt were 7.87% and 6.70%, respectively, as of September 30, 2024[211] - The company manages interest rate risk by monitoring rates and may use derivative financial instruments, but not for trading purposes[210][213] Item 4. Controls and Procedures The company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of September 30, 2024. There were no significant changes in internal control over financial reporting during the period that materially affected, or are reasonably likely to materially affect, internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2024[215] - No significant changes in internal control over financial reporting occurred during the period covered by this report[216] PART II. OTHER INFORMATION Item 1. Legal Proceedings Information regarding the company's legal proceedings is referenced in Note 5 of the Consolidated Condensed Financial Statements and Note 11 of the 2023 Annual Report - Legal proceedings are discussed in Note 5 of the Consolidated Condensed Financial Statements and Note 11 of the 2023 Annual Report[217] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the 2023 Annual Report during the nine months ended September 30, 2024 - No material changes to risk factors were identified during the nine months ended September 30, 2024, as compared to the 2023 Annual Report[224] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company completed its $150 million 2018 Share Repurchase Program in September 2024, repurchasing 3,872,478 shares for $141 million during the three and nine months ended September 30, 2024. A new $500 million 2024 Share Repurchase Program was authorized in September 2024, with no repurchases made under it as of September 30, 2024 Issuer Purchases of Equity Securities (Three Months Ended September 30, 2024) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :----- | :------------------------------- | :--------------------------- | | August 1, 2024 to August 31, 2024 | 2,658,146 | $36.18 | | September 1, 2024 to September 30, 2024 | 1,214,332 | $36.80 | | Total | 3,872,478 | $36.38 | - The $150 million 2018 Share Repurchase Program was completed in September 2024, with $141 million in repurchases during the three and nine months ended September 30, 2024[225] - A new $500 million 2024 Share Repurchase Program was authorized in September 2024, with no shares repurchased under it as of September 30, 2024[226] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during the period - No defaults upon senior securities were reported[227] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable[227] Item 5. Other Information No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2024 - No directors or officers adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2024[227] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including the Amended and Restated Certificate of Incorporation, Bylaws, Indenture for 6.00% CEI Senior Notes due 2032, certifications from the CEO and CFO, and Inline XBRL documents - Exhibits include the Amended and Restated Certificate of Incorporation, Bylaws, Indenture for 6.00% CEI Senior Notes due 2032, CEO and CFO certifications, and Inline XBRL documents[228] Signatures - The report was signed on October 29, 2024, by Thomas R. Reeg, Chief Executive Officer, and Bret Yunker, Chief Financial Officer[230][231]