Ladies and gentlemen, thank you for standing by, and welcome to the Twin River Worldwide Holdings, Inc. First Quarter Earnings Call. [Operator Instructions]. I would now like to hand the conference over to your speaker for today, Craig Eaton, Executive Vice President and General Counsel. Please go ahead, Mr. Eaton.

Good morning, everyone, and thank you for joining us on today's call. I hope that each of you, your family, friends and colleagues, are safe and staying healthy. By now, you should have received a copy of our Q1 2020 earnings release issued earlier this morning. If you haven't, the earnings release and presentation that accompanies this call are available in the Investor Relations section of our website at www.twinriverwwholdings.com, under the News and Events and Presentations tabs. With me on today's call are George Papanier, our President and Chief Executive Officer; Steve Capp, our Chief Financial Officer; Marc Crisafulli, our Executive Vice President and President of Twin River Rhode Island; Jay Minas, our VP of Finance; and Joe McGrail, our Chief Accounting Officer. Before we begin, we would like to remind everyone that comments made by management will contain forward-looking statements. These forward-looking statements include plans, expectations, estimates and projections, that involve significant risks and uncertainties. These risks are discussed in the company's earnings release and SEC filings. Actual results may differ materially from the results discussed in these forward-looking statements. During today's call, management will refer to certain non-GAAP financial measures. Reconciliations to the most comparable GAAP financial measures are included in the schedules contained in our earnings release or the presentation that accompanies this call. I will now turn the call over to George.

Thanks, Craig. Good morning, everyone. I hope that everyone is staying safe during these unprecedented times, and appreciate everyone joining us. These trying times remind us how sacred life, family and friendships are, and we would like to thank all of the frontline workers for their hard work and bravery every day in fighting this battle. In response to the COVID-19 outbreak, we announced and have executed on a multifaceted response, which have been outlined over the last several weeks through our press releases, including this morning's earnings release. We will have more on our response in a few minutes, however, this is our first public opportunity to discuss some exciting new developments and our ongoing corporate strategy. So I want to start there. About 2.5 weeks ago, we announced our intention to acquire the Eldorado Shreveport Resort, Louisiana and the Montbleu Resort Casino & Spa in Lake Tahoe, Nevada from Eldorado, as well as an agreement to acquire Bally's Atlantic City from Caesars and VICI Properties. These transactions are expected to be immediately accretive to earnings. We are extremely excited about the prospect for future growth from these 3 properties. These acquisitions represent a unique opportunity to continue executing on our expansion and diversification strategy in attractive markets and even more attractive valuation multiples. As we have stated before, our disciplined approach to M&A, strong balance sheet and low leverage compared to others in the industry as well as our proven track record of successfully integrating new properties and to effectively compete position us well to take advantage of opportunities as they arise, and these acquisitions are a perfect example. Starting with the Eldorado transaction. The company will acquire Shreveport's operations and real estate and MontBleu's operations. $155 million purchase price for these 2 properties includes a $15 million…

Thank you, George. As George mentioned, this past Monday, we closed on our new $275 million term loan B. That financing satisfied the financing contingency under Twin River's previously announced agreement to acquire the Shreveport and MontBleu assets from Eldorado Resorts. As the regulatory approval process for these transactions will take some time, the company did repay all $250 million of revolving credit borrowings under the bank credit facility. However, that revolver will be available for future borrowings in accordance with the credit agreement. Borrowings under the increased term loan facility will bear interest at LIBOR plus 8% per annum through the 2026 maturity date. Let me make a couple of comments about the covenant amendment that we successfully executed very recently. First of all, we were in compliance with our leverage covenant through the March 31, 2020 quarter. Nonetheless, on April 24 and prior to the new financing, we also announced that we had worked with our lenders to amend the financial covenants -- the financial covenant, I should say, and certain other terms of the company's bank credit facility to provide financial covenant relief from the effects of the COVID-19 pandemic. The company need no longer comply with the maximum total net leverage ratio covenant applicable under the bank credit facility, but instead must comply with a minimum liquidity covenant measured at the last day of each month during the relief period. In essence, the company will be required to have unrestricted cash on hand at the end of each month in the following amounts. We need $75 million of liquidity at April 30, which we had; $65 million at the end of June; $55 million at the end of July; and $50 million even at the end of each month thereafter through the covenant relief period, which…

Thanks, Steve. So turning your attention back to the quarter. While a mandated closure of our properties was a necessary part of the broader effort to stop the spread of COVID-19, the impact to our company, our team members and our communities have been impactful. Before the pandemic began in March, our company was on track to report strong first quarter results, opening the year with 2 consecutive months of solid year-over-year revenue and adjusted EBITDA growth across all but 1 of our properties, the level of which exceeded our internal expectations. Through February, overall revenues for the company were up $17.1 million or 23%, and adjusted EBITDA was up $2 million or 8% compared to the same period in 2019. This included a strong start to the year at Biloxi, which saw revenue and adjusted EBITDA increases of 13% and 35% in the first 2 months of the year, respectively, as well as Tiverton with increases of 15% and 66% year-over-year, respectively, which continued to ramp and showed market resilience in the face of competition. Finally, Dover contributed $17.3 million of revenue and $3.8 million of adjusted EBITDA in the first 2 months, a continuation of the success story there. We also closed on our acquisition of Mardi Gras, Golden Gate and Golden Gulch Casinos in Black Hawk in late January. These transactions were immediately accretive to generating positive EBITDA in February in line with our expectations. And we integrated those properties in the first month of operations. In addition, our May 1 sports betting, included online and mobile, went live in Colorado. And through our announced partnership with DraftKings and FanDuel, we're excited about the opportunity and look forward to opening our DraftKings' Sportsbook lounge inside the Mardi Gras later this year. The only property that did not…

Thanks, George. I wanted to reiterate that I hope everyone is safe and healthy. As we think about reopening, consumer confidence is going to be the key to economic recovery and thoughtful reopening strategies are going to be crucial to success for us in the short-term and in the long term. We have been laser-focused and hard at work on this. And while it will vary slightly from state to state, let me briefly outline our thinking about the question of how we reopen using Rhode Island as the example. In Rhode Island, Governor Raimondo's stay-at-home order expired this past Friday, and the state has begun the process of reopening its economy in a smart and measured fashion. It has not yet been determined when the state will authorize us to reopen the casinos. However, beginning almost from the moment we closed the properties, we started working on a detailed, comprehensive reopening plan. We have been working very closely with state and local government officials, public health officials and experts in epidemiology and biosafety to develop a phased approach to reopening with a set of protocols that will help deliver a safe environment for everyone. We cannot emphasize enough how focused we are on the safety of our team members and our guests. The plan is likely to include, among other things, screening of team members and guests upon entrance of the properties, potential use of thermal imaging cameras, enforcement of social distancing guidelines, including spacing between VLTs, and limited or no table games to start, frequent cleaning and sanitizing protocols for all areas, mask protection and public awareness signage. Plan is also likely to roll out in several phases with the first phase designed to open with more significant restrictions and limitations, including limited hours, fewer gaming options and…

Well, thank you, Marc. So this concludes the prepared remarks section of the call, and I will now ask the operator to open it up to your questions.

[Operator Instructions] . Our first question today comes from Barry Jonas from SunTrust.

So just to start, we've seen some really encouraging anecdotes from the first few tribal reopenings so far that really point to pent-up demand. Is it too early to think that could be the case at your properties? And with that, how should we think about the potential reduced gaming supplies impact to revenues?

Larry, this is George. So yes, we've been encouraged by the results of the first 6 tribal casinos that have opened. It certainly appears to be some pent-up demand there. Now they've been operating at 50% capacity. Indications that we're getting from our regulators as it relates to Mississippi should be around 50%. And for Rhode Island, although we have 40 -- about 40% of our gaming positions that will be able to be utilized, that effectively equates to about 65% of the positions that are utilized at any peak period of time. So we feel comfortable about that. So we think there's going to be some pent-up demand. We think the openings will be limited from an amenity perspective, so you'll be getting more of a pure gamer that comes to the facility. I've been obviously reading up a lot on everything that's been occurring, and it appears like a gamer is a risk taker. And that bodes well for us and it certainly makes sense. So it's to be seen what happens, but we're prepared for all scenarios. We can certainly go into any level of detail from our phasing perspective as it relates to that. But we're encouraged by the initial results and we feel because we're in a regional market we'll have an upper hand as opposed to being in a resort or an area that requires any airlift transportation.

Great. That's really helpful. And then, look, the Northeast saw somewhat aggressive promotional environment before coronavirus started. How do you think the environment will be upon reopening in the Northeast and I guess, across all your properties from a promotional perspective?

So listen, we instituted a communication plan immediately after closing that focused on all our customers with special attention to our top 20%. Effectively, they're responsible for about 80% of our business depending on the property. So we've been continuing to communicate via e-mail. We've placed updates on our websites regularly. Player Development has been very active in contacting this 20% group for the most part and using all normal methods like by phone, e-mail, for example, certainly, through tech. So we feel encouraged that they've been very responsive to our outreach communication, and we feel that they're going to be kind of excited about returning, and we've provided all levels of scenarios we're communicating, either traditionally or electronically. So we're going to be opening in phases in Rhode Island, Delaware initially. I talked about that on the last question. So we're cautious about the levels of staffing initially, and we're going to be scheduling staffing the volumes as we experience whatever the reactions from the customers are going to be.

Sorry. Just -- I guess what I'm getting at is do you think we could somewhat see more aggressive promotional environment out of the gate here that could see an impact to margins? Or is everybody just going to be hyper-focused on costs and try to avoid that?

So it's going to be a little bit of a wait and see. I don't think anybody is going to come out of the gate aggressively. As it relates to the regulatory bodies, they seem to be very cautious about going aggressively after high promotional activity. They're concerned about getting too much of a response, where you're interrupting any of the physical distancing requirements that they have. So we're going to open a little bit more cautious, which is in line with the fact that they're only allowing us to open at a percentage of capacity. And in some cases, not even with restaurants, depending on the jurisdiction. So we're not going to be aggressive. We're certainly ready. We have all types of programs that are shelved and ready to go. So we have a variety of approaches, and we're going to react based on the initial responses. So it's a little bit more of a wait and see initially, not to put any additional burden or concern on the Departments of Health in each of the markets.

Got it. And then last one for me. How are you thinking about capital allocation once the credit release period ends? Specifically, should we expect the dividend to recommence? Or is maybe the focus potentially more higher ROI, M&A? Just any color there would be helpful.

Steve, why don't you take that?

Yes, sure. Barry, thanks for the questions this morning. Yes. Listen, we have endeavored to exercise a balanced approach to capital allocation from day 1 particularly as a public company from last year. We'll continue that going forward. So the split between CapEx and capital return, i.e., buybacks or dividends and M&A cash for that, is all a balancing act. But the unilateral singular concept that we look to move forward is accretive investment. And so if the stock price is X, then the M&A opportunity is Y, the CapEx is a Z return. We look at X, Y and Z, and make decisions according to accretive opportunity and strategic initiatives. So not a question that I don't think we can answer specifically today other than we'll be guided by that kind of analytical exercise for sure.

Our next question comes from Brad Boyer from Stifel.

First question, it's just around the Bally's acquisition. I know it's a small number on face, but I know it's a market where a lot of folks on this call spent a lot of time over the year. So George, if you could just help provide some additional color around how you're thinking about that deal, not only in the near term, but sort of the longer-term as to what that could become for you guys, that would be helpful.

Sure, Brad, how are you doing? So listen, as far as the rationale, the pre COVID-19, the market was a stabilized $3 billion market, including iGaming. And this acquisition, which we're excited about, certainly allowed us to entry into what I consider to be a profitable New Jersey iGaming market as well as providing sportsbook licenses. So the location Center of the Boardwalk sees very heavy summer traffic. It's been well maintained. There's really no deferred CapEx. However, as we stated earlier, we'll be implementing a rooms refurbishment program to address some data rooms over the next several years. But another point about this agreement is -- about this agreement was that we were able to negotiate with Caesars that they would retain the unfunded liability under the existing multi-employer pension plan with the unions there. Local 54 has allowed us to enter into a new adjusted pension plan. There's a couple of other facilities in the market that also are under this new adjusted pension plan. But that effectively has no historical unfunded balance. So that was a nice concession, and that was a direct benefit to us. So we feel, aside from recapturing lost market share, which was really -- it was orchestrated over the last few years by Caesars, really purely to benefit its sister properties. So we feel we could capitalize to recapture that based on the way that we aggressively market and we're not afraid to compete. Also, there's 80,000 square feet of convention and meeting space in that facility, and that's effectively one of the largest in AC. So that allows us some future opportunity to get some good traffic into the facility. So it's historically -- it's LTM is somewhere in the $12 million EBITDA rate. We think that there's an opportunity to probably move that almost up to 100% gain over the next 3 years.

That's helpful. And then with respect to MontBleu, it's obviously a smaller asset. I think there's some chatter in the market that there's potential expansion opportunities around that asset. I guess, can you provide us some additional color around your rationale to acquire that asset, given its size and sort of how it fits into the portfolio? And any thoughts around, again, sort of long-term opportunities there?

Sure, Brad. So this is a beautiful property. It recently went through a $25 million renovation. We feel we can establish the property, which would be beneficial to us as a destination property for a customer base, who we can cross-market to. And this provides considerable incentive for what we consider to be our most loyal customers. And other than Biloxi, we really didn't have an opportunity to do that. So we think that will be a direct benefit to our database. So we see opportunity in, again, and capture not only lost market share, but local market share. Recently, there was an announcement of 1 of the 5 facilities that's in Tahoe that closed, and it effectively serviced the local market. We -- I think we were the second marketer to local market behind this facility. So again, there's some potential upside there. That's not going to be opened post COVID-19. And we also feel we're a direct beneficiary of the recent city-approved convention center. That is literally built on the perimeter of our site. So we're going to see if that comes to fruition. If it does, we think that there's some opportunities to do some project CapEx that will be complementary to that.

Okay. And then lastly, just kind of a bigger picture question around sort of some of the fallout from COVID. Yourselves and others have talked about how the shutdown has allowed you to really hone in on the operation and find some inefficiencies within the business, potentially offset any incremental costs related directly to enhanced sanitation, what have you. Can you provide us any additional color or granularity around any of these efficiencies that you've uncovered thus far? I think that would be helpful.

Yes. So any time you have something like this that you take -- and time on your hands effectively from an operational perspective, you got an opportunity to kind of go back and look at how you ran things versus how you would have to run things in a crisis. So there's really -- there's still going to be some initial costs, certainly more initial costs associated with sanitizing throughout the facility as well as other product that's going to be required, like, for example, face masks and defensive gloves. There's some other physical barriers that need to be constructed. So you put that -- you put those costs aside subsequent to the COVID-19 crisis once they find whether it's a therapeutic or a vaccine, then you get into the kind of how you see you ran your operation. And a lot of that does evolve around levels of staffing that you're providing based on the volume. So there's certainly some opportunities there as you find out you can run a little bit more efficiently. I think in our case, though, we've always run a very efficient operation. So from a variable perspective, there will be some. I don't know if we could overstate the amount of that. We'll certainly learn more as we go through the phasing process. But we do find, from a fixed perspective, there is opportunity as well. So we think, overall, there's going to be a benefit to margins as a result of this unfortunate exercise.

Our next question comes from John DeCree from Union Gaming.

Two for me, one on the acquisitions and then one housekeeping item for Steve on the liquidity. I guess, first, as it relates to Shreveport and MontBleu, obviously, the valuation you guys had was quite attractive given the environment, but I think these assets were for sale a couple of months ago. Curious if you had a look at demand and then kind of what other than the kind of valuation, what different lens did you kind of see these buildings this time around relative to last time, if you did take a look last time?

Yes. So we did take a look. Aside from the fact that the properties, in our opinion, each brought something unique to our portfolio, these were opportunities that were presented to us at different times in 2019. So we were familiar with them. We had an opportunity to do a fair amount of due diligence at the time. We did pass on them due to price at the time, more specifically Eldorado, Shreveport. So they were already on our radar. When the opportunity rose again, we negotiated a good price and we felt comfortable with the opportunity.

Got it. Okay. And then maybe for Steve. Just wanted to clarify your comments about liquidity and cash need from your prepared remarks. I think I heard the cash need would be about $3 million a month. And I think that was if you had to take additional mitigation measures, so clarify that. And then if so, what's -- if you could give us some color as to what the kind of cash need is before you take any additional mitigation measures?

Yes, John. So harkening back to the original press release we made about liquidity in light of the COVID-mandated shutdown of all of our properties, we had mentioned we intended to adopt kind of a Phase I/Phase II approach. And Phase I, which frankly, where we're still in today, kind of a modified version of that, was focused on 2 things: maintaining a posture for reopening quickly and efficiently in the event that, that would happen in the near term. And that's -- as Marc commented, that certainly seems to be the case. But if that were not to be the case, then Phase II, we would flip to, which was a -- essentially kind of call it, lockdown or mothball type of mode where we would eliminate, I should say, furlough, any and all employees not otherwise necessary to maintain the properties or maintain our corporate footprint and presence. And so that would be a very kind of draconian scenario. We have maybe a handful of employees per property, including just a couple of salaried staff and facilities, security surveillance, just bare minimums per property. And at corporate, we've cut way, way back and would maintain our reporting requirements and overall kind of strategic initiative, staff and the like, but it'd be a bare minimum strategy. And that's the basis, that second phase, the Phase II is a basis on which we could pair our OpEx back to $3 million. Bear in mind, John, that's OpEx. So that's property and corporate on a monthly basis. But debt service cost and some of the lumpy stuff is in addition to that. So property tax payments and then insurance payments are kind of lumpy and separate from that. So there are 2 buckets of costs, and the $3 million is the monthly OpEx. But to your question, so we're running at circa $7 million, $8 million today on that OpEx number, and we could take that down by more than half to $3 million if we needed to. And that was the basis for my comments. When you take that number and if you were to average out the other lumpy cost debt service and then the others I mentioned, that we have, even in the context of funding for cash, all of all 5 acquisitions over the next 6 to 9 months, that we'd have in excess of 18 months of liquidity in this environment in a Phase II lockdown type of mode.

That answers my question, Steve. Thanks for the additional clarity. And good luck on quick and safe reopening of the properties.

Thank you, John.

Thank you very much.

Our next question comes from Lance Vitanza from Cowen.

Congratulations on all of the announced M&A. I actually -- I guess I wanted to sort of ask 2 questions. The first is with respect to profitability levels and margins and so forth as the casinos begin to reopen? And then I had another question about the Bally's acquisition in particular. But with respect to the first question, at 50% capacity, let's just say, can you turn an operating profit? Can you service your debt? Is there a sort of a breakeven percentage that you need to kind of have going through the casinos to either achieve operating profit or to be free cash flow positive? And just how more generally, how do you see this recovery playing out versus what you saw coming out of the Great Recession? I mean, I gather it's going to be different. But in what ways do you think it will be better or worse for operators like Twin River?

So I'll take a piece of this. Steve, if you want to add on to the first part of the question, and then we could get into the second part of the question. But in the first part of the question, we think somewhere in the 55% to 60% of historical revenues gets us to breakeven with all debt service included. This is a pre pro forma of the new assets, but based on our existing operations and existing levels of debt. And to give you an example of you asked a question about profitability, if we use Twin River, for example, if we get to 50% of historical revenues, we'll be doing a close to $3 million in EBITDA as a result of that. And then your second question was?

Super helpful. Well, do you see any major differences in terms of how this recovery plays out? And as gamblers return to the casinos, does this -- I mean, is there any kind of thought as to who would come back first? And what sort of impact that may have on your ability to get back to profitability?

George, I'll take a swipe and then you can add in as well. Lance, I think the fundamental difference is -- maybe, I don't want to say this with too much -- pretend like there's too much definition to this. But the state of the consumer is probably the biggest difference that I think we see from the '08 financial crisis to today. But what I mean is back then in the '08, '09 context, the consumer was really beat up. Unemployment was very high. Discretionary income was the reciprocal of that, obviously. And we've come off a strong bull market, and we were in a serious trough that we all kind of could look around and knew was going to take -- is going to take years to dig out of. This one we think could be very different from that. Not in the sense that we're just kind of gallantly declaring a V-shaped recovery, I think it's going to be great. But rather that with the governmental support of small businesses and furloughed or unemployed workers, there's been a tremendous amount of liquidity provided to the system. And we're still in the context of a pre-COVID bull market that was ranging pretty well at that time. So we think a combination of the potential for kind of a U-shaped recovery, the overall American spirit to kind of break out of our shelter-in-place shackles, if you will, and beginning to get out and rebuild, together with the massive amount of liquidity provided by the various federal agencies, we think this could be different. And some of the initial results that George touched on earlier about casino reopenings, we think, are perhaps evidence that, that may be the case for us.

So just I could add one more point to that. It kind of echos what Steve is saying, if you recall, the regional markets after the recession, they bounced back pretty quickly. Obviously, there were declines in 2008, 2009, but by 2010, they were at prerecession levels and grew from there. We also -- we think that's an encouraging point to us, which I think I mentioned earlier is that our properties are in markets where the customer is at local market. So we're really a regional operator at this point. So a customer comes within 20 to 30 minutes distance from a drive-time perspective. Certainly, no airlift required to get to our properties, and we don't rely on convention and meeting business as well. So we have an opportunity to really to attract the -- more of the pure gamer.

And then just lastly for me just on the Bally's acquisition, and I appreciate the comment about none of these acquisitions having deferred CapEx needs. But I would think that Caesars never put a lot of money, or at least recently, hasn't put much money in that property. I would think it would be an opportunity, should you want to avail yourself of it, to put some money into that property, whether it's upgrading or updating rather or what have you. Do you -- but it doesn't sound like that's sort of on the agenda, at least in the near term. Am I getting that right? I'm just wondering. And then more broadly, what are you seeing here that Caesars Eldorado didn't see? What makes you think you can run the property more effectively? Or was this just simply an opportunistic situation where those guys had to sell the property to get their deal closed?

So I made the point that we have a lot of Atlantic City market gaming experience within the ranks of our company. I certainly was there. I ran resorts even though -- I'm dating myself in the early 2000s. So there certainly is potential there. The location was very appealing to us. We're excited about that. But we also took into consideration the fact that we had a sportsbook license and we also have an opportunity to get into iGaming. It will be the first market our company is involved in outside of Delaware, and Delaware is really not set up appropriately. So Atlantic City is a much better model for iGaming. So we're excited about that. I had mentioned that we would be putting money into refurbishment of 700 rooms. There's 1,200 -- there's a little over 1,200 rooms there, 700 of them are a little dated. So we'll go back and do a refurbishment on that over the next few years. We will absolutely be looking to introduce brands to that market. We've done that quite successfully in Hard Rock. We're on our way to doing it in Delaware. So we've done that in other markets, and we see opportunity and potential there. They have a great location in front of Bally's, which is a summer bar -- beach bar area. I think it's most profitable in Atlantic City. We have an opportunity to capitalize on that. One of the biggest areas is in the convention business, where they have 80,000 square feet. It's one of the largest in Atlantic City. And also, it's actually larger than Caesars and what they've been doing over the last several years is moving a lot of the business to the sister properties, which are primarily Caesars and Harrah's. So they lost some market share that we feel we have the ability to recapture. So there could be some CapEx going into the convention side of the business, but we'll need more time to evaluate that. The other thing that's interesting is they -- Eldorado is a -- they're not secretive about it. They are an operation that goes in and looks for efficiencies to do that quite well. But what they do is they do sacrifice market share as a result of that. So we're not afraid to compete in competitive markets. We think that we're more aggressive in a more profitable way. We target a profitable way than other operators. So we think that's an opportunity that market share has been taken away because we do acquire this asset with the existing database. So that's very helpful that we'll be able to market to. So we'll be looking to introduce brands, which we think could be accretive to the property. And also, we'll be looking to reintroduce customers that haven't been there.

This concludes the Q&A portion of our call. And I would like to turn it back to George Papanier for final comments.

Well, I want to thank you, operator, and I want to thank you all for joining our call today. Thank you.

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