Caesars Entertainment, Inc. (CZR) Q2 2013 Earnings Report, Transcript and Summary

Good afternoon, and welcome to the Caesars Entertainment Second Quarter 2013 Earnings Conference Call. My name is Candace, and I will be facilitating the audio portion of today's interactive broadcast. [Operator Instructions] I would now like to turn the show over to Mr. Eric Hession.

Thank you, good afternoon, and welcome to the Caesars Entertainment Second Quarter 2013 Results Conference Call. Joining me today are Gary Loveman, our Chief Executive Officer; and Donald Colvin, our Chief Financial Officer. Following our prepared remarks, we will turn the call over for your questions. A copy of our press release, today's prepared remarks and a replay of this conference call will be available in the Investor Relations section of our website at caesars.com. Before I turn over -- turn the call over to Gary, I would like to call your attention to the following information. The Safe Harbor disclaimer in our public documents covers this call and the simultaneous webcast at caesars.com. The forward-looking statements made during this conference call reflect the opinion of management as of the date of this call. There are risks and uncertainties with such statements which are detailed in our filings with the SEC. Please be advised that developments subsequent to this call are likely to cause these statements to become outdated with the passage of time. We do not intend, however, to update the information provided today prior to our next quarterly conference call. Further, today we are reporting on second quarter 2013 results. These results are not necessarily indicative of future results. Also, please note that prior to this call, we furnished a Form 8-K of this afternoon's press release to the SEC. Property EBITDA and adjusted EBITDA are non-GAAP financial measures. Reconciliations of net income and loss to property EBITDA and net income and loss to adjusted EBITDA can be found in the tables in our press release. This call, the webcast and its replay are the property of Caesars. It's not for rebroadcast or use by any other party without the prior written consent of Caesars. If you do not agree with these terms, please disconnect now. And by remaining on the line, you agree to be bound by these terms. I would now like to turn the call over to our CEO, Gary Loveman.

Thank you, Eric, and welcome, everyone, to today's call. In the 3 months since we spoke last, we have achieved milestones against many of our strategic initiatives. We've made progress on the execution of the Growth Partners transaction, we've executed on our hospitality investments here in Las Vegas, we broke ground and closed the financing on Horseshoe Baltimore, we begun construction on the meetings facility in Atlantic City, and we recently finished up all but the final table, a record-breaking year at the World Series of Poker. These represent a few of our recent achievements as we advance our strategy to reinvigorate and expand our core markets, particularly here in Vegas, with a focus on hospitality, expand our distribution network through our in-place domestic development pipeline and social and mobile games business, and pursue real-money online gaming. These objectives, coupled with our intense focus on improving our capital structure and reducing operating expenses, are central to our goal of enhancing shareholder value and positioning the company for long-term success. While conditions in the gaming industry remain difficult, as you've heard recently during the second quarter with visitation and casino revenues down across much of the network, we're beginning to observe several tangible, positive underlying trends resulting from the enhancements we've made to our footprint, particularly here in Vegas. In the past year, we've opened 9 new dining offerings at Vegas, including the Bacchanal Buffet and Nobu Restaurant here at Caesars. These new choices have begun to drive sustained growth in F&B results, with second quarter F&B revenues in Vegas increasing 8.9% year-on-year. Vegas hotel revenues also demonstrated positive momentum in the second quarter with a 6.3% year-on-year increase. The implementation of resort fees at the beginning of March is having a positive impact on revenues and has had a minimal impact on occupancy levels at our properties. We anticipate these resort fees will provide incremental boost prospectively. We're optimistic that the positive trends related to Vegas F&B and hotel revenue will gain momentum, particularly next year, as business disruption of our -- from our construction projects on the East side of Las Vegas ends and new projects come online and gain traction. We've also seen some encouraging developments in our group business. Based on the forward calendar, we expect group business to strengthen next year, improving from the relatively soft trends we've experienced thus far this year. We anticipate the business will grow by high single-digits year-on-year in 2014. In Atlantic City, we began construction on what will be the largest meeting and conference center in the Northeast. The 250,000 square-foot facility will have a 125,000 square feet to host corporate meetings and will be located on the Southwest corner of the Harrah's Atlantic City property. It will connect seamlessly to our existing meeting space there. We believe our state-of-the-art facility will attract new segments of visitation to the market, particularly mid-week, which of course are badly needed, and absorb excess hotel room and restaurant capacity. We're excited about the opportunity to capture a share of the $16 billion convention and meetings market existing today in the Northeast. We're also encouraged by improving consumer sentiment. According to a recent poll of our customers, optimism about the economy and labor market circumstances has improved since the beginning of the year. Our guests were reporting lower debts and higher savings, and their feedback indicates a rebound in discretionary spending. More broadly, the Thomson Reuters/University of Michigan index of consumer sentiment, that many of us follow, rose in July to the highest level in 6 years. We hope these trends will continue and ultimately translate into increased visitation and spending at our properties. Increases in passenger traffic at McCarran Airport here in Vegas in recent months also bode well. After a slow start in the first quarter of this year, passenger traffic in the second quarter outpaced last year. International passenger traffic is up 5.5% year-on-year. One of our top priorities is to enhance and develop our hospitality offerings. Over the past 5 years, we've invested about $1 billion to reinvigorate and expand our Las Vegas asset offering. To oversee these efforts, we've recently asked Tom Arasi to join us as President of Hospitality. Tom has extensive experience in the hospitality, casino and real estate industries, despite his youth, having run Marina Bay Sands and having a long career at the Intercontinental business, giving him the ideal background to lead these efforts. He's responsible for all initiatives company-wide related to food and beverage, hotels, nightclubs and nightlife, pools and spas. One of his key responsibilities is to develop and execute our hospitality corridor strategy on the East side of the Strip where our construction has been taking place recently. Our hospitality initiatives in Vegas are focused on the Linq and the properties that surround it. This development will bring an unparalleled experience to the center of the Strip and attract many of the 20 million-plus visitors who cross in front of its entrance each year. In addition to the leasing revenue from our tenants and ticket revenue from the High Roller Observation Wheel, we expect to benefit from increased traffic to the joining properties and increased ADRs, food and beverage and gaming revenues. At the Linq site, the Vortex, a visually dynamic architectural element, although a troubling concept to physics perhaps, but nonetheless a visually dynamic architectural element adorned with LED lights, has been erected, and the facade at the front of the site is nearly complete. We plan to open the retail, dining and entertainment offering in phases, beginning at the end of this year. Some tenants, including the Yard House have already taken possession of their space. Our construction teams are progressing well on assembling the rim of the High Roller wheel and assembling the cabins. We plan to open the High Roller in the second quarter of 2014. Our property renovation and room upgrade initiatives in Vegas are moving forward rapidly. At the Gansevoort Las Vegas, formerly Bill's, we've completed most of the internal demolition. We plan to reopen early next year with Drai's night and day club opening in the first half of 2014. At The Quad, we recently reopened about 40% of the casino floor. We expect to reopen the rest of the casino floor in the third quarter and to complete renovations by the end of this year. We're proceeding with room upgrades at the Roman Tower of Caesars Palace and the South Tower of Bally's, which will be rebranded as the Jubilee Tower. Nearly 1/2 of the 756 rooms in the South Tower are out of service and in various phases of demolition and construction. The new room inventory will begin to come online by the end of the summer with a substantial number of renovated rooms available by the end of the third quarter. Consistent with our reinvigoration efforts, we're testing new marketing initiatives to drive visitation and engage our customers. These efforts include a well-received fuel rewards program, which addresses one of our customers' biggest pain points. In digital, we have experienced double-digit growth in bookings from the relaunched Caesars.com and are now accepting new ways of engaging our customers online. During the quarter, we've also seen increased adoption and use of the Total Rewards credit card, which launched earlier in the year. Turning to domestic expansion, our joint venture in Ohio now has 3 properties up and running, with related management fees contributing to our results. Horseshoe Cleveland celebrated its 1-year anniversary in May, Horseshoe Cincinnati completed its first full quarter of operation, and Thistledown casino or Racino, I should say, opened on April 9. It has generated nearly $29 billion of gross gaming revenue in less than 3 months, and early results indicate the property is appealing to a unique customer segment with complimentary product nearby to our Horseshoe Cleveland. We also believe that Thistledown is increasing the overall Cleveland gaming market. These 3 properties have attracted more than 8 million visitors and have generated 825 new -- 825,000 new Total Rewards members. As I mentioned earlier, our consortium in Baltimore recently completed financing and broke ground on the Horseshoe property. It is scheduled to open in the third quarter of 2014. Like our other recent urban developments, Horseshoe Baltimore will have an outward-facing design, 3 premier restaurants, several bars and restaurants and a multi-purpose entertainment space. In the Great Commonwealth of Massachusetts, we're making progress toward establishing our host community agreement with the City of Boston and the City of Revere, both crucial steps in our efforts to win a license to develop a $1 billion resort at Suffolk Downs thoroughbred racetrack in East Boston. We're confident our proposal has the best location, will offer the greatest source of revenue to the city and the state, and will become an integral part of the Boston community attracting guests both locally and from around the world. Moving now to social and mobile games business, which remains a very important part of our efforts to foster brand loyalty and expand our customer base, we are pleased to see that Eilers Research, named us the #1 global publisher in the $1.2 billion social casino-style games market, driven by the strength of our leading slots, casino and bingo franchises on the social games platforms. During the quarter, we further expanded our market leadership adding new games to our platform as Caesars Interactive acquired the popular World Series of Poker social and mobile games from Electronic Arts. The acquisition gives CIE global rights and ownership of the title. The game is available on the Facebook platform, on the Amazon Kindle, Android devices and iOS. The World Series of Poker tournament in Las Vegas logged another successful year with record attendance in the second-largest prize pool in the event's 44-year history. The main event drew more than 6,300 participants, competing for a total prize pool of nearly $60 million. CIE is preparing to launch real-money online poker in Nevada under the World Series of Poker brand, subject to remaining regulatory approvals. In New Jersey, we've submitted our application for an online gaming license and are working closely with state regulators. We hope to launch online gaming in New Jersey by the end of the year, subject to regulatory approvals. I will now try to complete a sentence that does not end, subject to regulatory approvals. On the international front, we were disappointed that the government ministries in South Korea declined our consortium's application for preapproval to develop an integrated resort in Incheon. We have a 90-day period to appeal the decision and are currently evaluating options. Our performance in the second quarter reflects an intensified focus on managing operating expenses in the face of a business environment that surely has not yet recovered. We have sought and found new ways to reduce our operating costs without sacrificing service. Indeed our measured levels of guest service continue to increase. At the same time, we're acting aggressively to improve the company's capital structure. We've made progress on the execution of our transaction to form Caesars Growth Partners. Earlier in July, we filed publicly an S-1 related to this transaction. Nevada gaming regulators have approved the transaction and we're pursuing approval from regulators in other jurisdictions. When complete, the transaction will benefit Caesars in many ways, including the creation of a more flexible vehicle to fund our growth, a cash infusion to Caesars Entertainment and participation in the future upside of assets transferred to Growth Partners and future growth investments through a majority economic stake that Caesars will hold in Growth Partners. The transaction is an important step in our efforts to strengthen our balance sheet and it positions the company to make strategic investments for our growth. In addition to publicly filing the S-1, we opportunistically purchased debt, issued equity and completed the sale of the Conrad Punta Del Este Casino Resort in Uruguay. Caesars' liquidity position of more than $1.9 billion as of June 30, 2013, and our debt maturity profile provide considerable operational flexibility and a runway for the recovery of the core business and for new growth opportunities to generate appealing returns. The milestones I've described are important components of our strategy to enhance value and position our business for growth. I'm pleased with the results we're beginning to see from our recent investments, and I'm optimistic that our in-progress projects will begin positively impacting our results in the coming quarters. With that, I'll turn the call over to Mr. Colvin for additional commentary on our financial performance and our balance sheet.

Thank you, Gary. While our second quarter results were impacted by industry conditions similar to the first quarter, we benefited from several positive factors. We are seeing returns on our significant investments in Las Vegas and are benefiting from our decision to implement resort fees. As Gary mentioned, F&B revenues and cash ADRs in Vegas both grew in the first half of the year, up approximately 9% and 4%, respectively, year-over-year. Also, we took additional steps during the quarter to improve our long-term liquidity and balance sheet profile. We repurchased CMBS debt, issued equity through our at-the-market equity offering program and bought back CEOC debt. In addition, we remained focused on optimizing our cost structure to help mitigate the impact of lower gaming volumes across our network and are enforcing stricter cost controls. Company-wide, direct operating expenses were down approximately 7% and corporate expense was down approximately 17% in the first half of 2013 compared to the prior year. Additionally, our salary and wage expense in our domestically-owned properties was down 3%, and our full-time employees were down 6% year-over-year in the second quarter. Despite these efforts, we are investing heavily in the business and earn extraordinarily high service scores from our guests. We reported second quarter net revenue of $2.2 billion, which was relatively flat year-over-year, as the decline in casino revenue was largely offset by increases in F&B, rooms and managed revenue, as well as lower promotional allowances. Our top line decline is largely driven by a combination of macroeconomic conditions, competition and a shift in marketing strategy to be more targeted with our promotions, particularly in the regional markets. Income from operations totaled $125.3 million, down $63.8 million compared to the prior year. The 33.7% decline was primarily driven by higher noncash asset impairment charges. Adjusted EBITDA declined 8.2% to $470.5 million and property EBITDA declined 4.9% to $492.8 million compared with the year-earlier period. The primary driver of the decline was lower gaming revenue, partially offset by lower operating expense, driven in part by our cost reduction efforts and lower variable marketing spend. The year-ago quarter also benefited from $24 million of adjusted EBITDA and property EBITDA, primarily attributable to Harrah's St. Louis, which we sold in the fourth quarter of 2012. Our cost saving programs produced approximately $67 million in incremental cost savings during the quarter. System-wide hotel revenue increased 2.5%, driven by an 8.2% increase in cash ADR due to resort fees. Revenue gains were partially offset by lower hotel occupancy, which declined by 1.7 percent points to 91%. The Las Vegas occupancy also declined 1.3 percentage points to 94.6%. You will note that we have included some color on the impact of hold at the regional level, as it was a meaningful driver in Las Vegas, Atlantic City and other regional markets. Taking a look at our performance in Vegas, second quarter net revenue decreased 4.5% year-over-year to $745.9 million, due to lower casino revenue and disruptions related to the development and construction activities, partially offset by an increase in hotel and F&B revenue. Casino revenue in Vegas declined approximately 15.5% year-over-year, primarily due to unfavorable hold and weaker gaming volumes. As Gary discussed, we are very pleased with the momentum of our F&B revenue performance, which was up approximately 9% year-over-year, as our new restaurant offerings in the market are beginning to gain traction. Our 3 Gordon Ramsay restaurants, in particular, are doing significantly better than the investment model estimates. Hotel revenue was up approximately 6%, driven by a 10% increase in cash ADR due to resort fees, partially offset by the decrease in occupancy resulting from the impact of renovation and construction activities. We estimate that revenue was reduced by approximately $6 million to $9 million due to the impact of Linq-related construction activities compared to $10 million to $15 million a year ago. Property EBITDA in Vegas declined 1.8% to $210.6 million, primarily due to the income impact of lower revenue, including the effect of unfavorable hold, partially offset by lower operating expense, which included the reversal of approximately $14 million of sales tax reserve related to the Nevada complimentary meals sales tax matter, which was settled during the quarter, and cost decreases attributable to our cost saving initiatives. The impact of Linq-related construction activities reduced property EBITDA by an estimated $4 million to $7 million during the quarter, compared to $5 million to $10 million a year ago. Looking forward, our Las Vegas results will benefit from the full impact of resort fees, as well as improved fundamentals, demonstrated in the quarter by improved ADRs and F&B revenues. Now turning to the Atlantic City region. Net revenue declined by 8.3% year-over-year to $400.1 million, as gaming revenue was down due to lower visitation, driven primarily by competitive dynamics in the region, partially offset by favorable hold. Atlantic City's property EBITDA during the quarter was down 5.9% year-over-year to $61.3 million. The decrease was driven by the impact of the revenue decline, partially offset by lower operating expense and more efficient marketing spend. Overall, market volume declines in Atlantic City remain steep, but are returning to pre-Sandy levels. That said, our share has declined slightly there. We are driving marketing efficiencies and focusing on EBITDA, as we align our cost structure with the current, lower visitation levels. Also, note that the anniversary of Hurricane Sandy is in the fourth quarter of this year. Looking at the other regional markets, which include domestically wholly-owned properties outside of Las Vegas and Atlantic City, revenue declined 1.1% year-over-year to $748.1 million. Despite favorable hold, casino revenue was lower across our regional network, driven by lower visitation. We faced increased competition in certain areas of our regional footprint, with a notable impact on operations in our Louisiana/Mississippi region, particularly in Tunica. We also implemented a more targeted marketing strategy, focused on eliminating unprofitable marketing activities. Property EBITDA rose 2.6% to $182.3 million due to a decline in property operating expense, which benefited from our cost control initiatives and favorable taxes in the Illinois/Indiana and Iowa/Missouri regions, which more than offset lower revenue. Looking ahead, the factors that drove first half results will likely continue to impact our regional performance. Turning to our managed, international and other businesses, net revenue increased 39% to $264.1 million compared to the prior year period, driven by higher reimbursable revenue from Horseshoe Cleveland, Horseshoe Cincinnati, Thistledown Racino and Caesars Windsor, increased management fees from our Ohio properties and an increase in revenue at CIE. Now let's take a look at our balance sheet and liquidity. We are making progress on the Growth Partners transaction with the recent public filing of the S-1. We are focused on further improvements to our balance sheet that will provide the company the flexibility to capitalize on growth opportunities. As I mentioned, we raised additional capital during the quarter through our at-the-market equity offering program and used it to buyback CEOC debt. The implied equity value at the selling price is appealing when the discount on the repurchased debt is taken into consideration. Since inception, we have issued approximately 915,000 new shares, nearly all in the second quarter. Also during the quarter, we repurchased $225 million face value of CMBS mezzanine debt and $51 million face value of total CEOC debt. We also completed the sale of 45% of the Conrad Punta Del Este Resort and Casino in Uruguay to Enjoy S.A. for approximately $115 million and a 4.5% equity stake in Enjoy, for a total consideration of $139.5 million. With the completion of the transaction, Enjoy has assumed management control of the property. We plan to use the cash received for general corporate purposes. Total face value of debt was $23.7 million at quarter end. Debt, net of $1.8 billion of cash, was $21.9 billion, not including restricted cash. CEOC and CMBS cash balances were $1.4 billion and $172 million, respectively, at June 30, 2013. Restricted cash was $334 million and includes project funds that have been raised but not spent, the Linq and Gansevoort, as well as reserve funds for the CMBS properties and Planet Hollywood. The intercompany loan from CEC to CEOC was $285.4 million compared to $485.4 million at the end of March. Total debt repurchased during the quarter was around $275 million. Caesars had $1.9 billion in liquidity at quarter end, which included $1.8 billion of cash, $215 million of revolver capacity, less $120 million of the revolver capacity committed to letters of credit. Included in our cash balance is $80 million received so far of the $115 million of cash proceeds from the sale of the Conrad Punta Del Este. Included in the revolver capacity is the $75 million of extended revolver as part of the February amendment to our senior secured credit facility, which closed in April. Capital expenditures during the second quarter were over $150 million. We spent approximately $140 million in CEOC, primarily on the Linq, Baltimore and Gansevoort, and approximately $10 million in CMBS, primarily on Linq-related upgrades at the Flamingo. Our expectations for planned capital expenditures for the full year of 2013 are $1 billion to $1.1 billion. To help you better understand how we are allocating our capital expenditures, we wanted to provide our 2013 spend expectations broken out in a number of ways. Approximately $300 million is to be financed and approximately $750 million to be spent directly from the balance sheet. Approximately $500 million to be allocated to project-related capital expenditures and approximately $550 million to maintenance capital expenditure. Included in the $500 million of project-related capital expenditure is approximately $300 million of project financing associated with the Linq, Gansevoort, Baltimore and other development projects that we have previously financed, plus approximately $200 million of our equity. Included in the $550 million of maintenance CapEx is spending on room upgrades and facilities, especially in Vegas. We plan to spend approximately $945 million in CEOC and approximately $85 million in CMBS, with the remainder to be spent primarily in CEC due to the Atlantic City meeting facility. Going forward, we remain focused on driving efficiencies, decreasing costs and further improving our balance sheet with the successful execution of the Growth Partners transaction being our first priority. With that, I will hand it back to Gary for his final remarks.

Thank you, Donald, and my apologies to all of you for now having to listen to a much less melodic voice. We remain committed to investing in our core markets, our brands and capabilities, expanding the reach of our network domestically and through the social and mobile games business and finally, pursuing real-money online gaming. We're encouraged by many of the underlying trends that have been seen in our core business here in Las Vegas, including growth in F&B and lodging revenues and the prospect of improvement in the groups business. We believe these gains -- these trends will gain momentum, particularly next year. With housing values rebounding, a relatively strong stock market and a modestly improving labor market, we hope to benefit from improving macro trends and consumer sentiment. We believe sustained improvement in the economy, of course, has the potential to translate into higher guest spending at our properties. While the current environment presents some near-term challenges, we're excited about our prospects next year and beyond, particularly in light of the improving economic conditions, favorable underlying business trends and the fact that several of our important projects come online in the coming months and coming year. We also have the prospective important changes in our capital structure as we've discussed. We're now happy to take your questions.

[Operator Instructions] And our first question comes from Carlo Santarelli with Deutsche Bank.

I was hoping if you could possibly comment a little bit on the magnitude of the resort fees, just to get a better sense of what true RevPAR was in the quarter, x the resort fees, and maybe if you can comment just a little bit, provide a little bit of color on how we should be thinking about that going forward, and maybe a little bit on group mix for next year as well?

I think I'll give you a rough range for the quarter. We are in the process of ramping up resort fees and you've got to look at the gross and the net and all the rest. But we benefited from something like $10 million to $15 million positive in the second quarter on the top line. And we expect that the trends will continue a bit stronger going into the third quarter as we roll that out to more and more of our properties. I think on the group business, Gary mentioned in his remarks, that we see the strengthening of the group business, particularly in the first half of this year after a relatively week period recently in the Vegas market.

Great. And then just as a percentage of your total room nights, just in terms of your nights allocated to group and convention this year and kind of how you see that changing next year?

I think that's still going into the details, but we expect to see mid single-digits or high mid single-digit growth in group business in the first half of next year. So I think that should certainly take off by a few percentage points the share of the total rooms occupied by groups.

This is Gary. Let me just add that our group business occupies in the neighborhood of 15% to 20% of our room nights here in Las Vegas. Obviously, much less if you include the entirety of our hotel rooms around the country. And as Donald said, we expect that to rise meaningfully next year.

Great. If I could just ask one quick follow-up. The reference to casino revenues on the Strip in the quarter being down $63 million, is that a gross or a net number?

Our casino revenues in Vegas were weaker in the second quarter. A primary reason was we had bad hold relating to essentially our Asian-facing business. So that was a major delta we had in our Vegas casino revenues in the second quarter.

I think the reported number is gross but I'm not sure what you have in mind in your calculation between gross and net, other than discount.

No, that was what I was asking, just if that down $63.1 million was just a gross casino number, or if that was already kind of taking into consideration some discounting or anything else?

No, that was gross.

Your next question comes from Susan Berliner with JPMorgan. Susan Berliner - JP Morgan Chase & Co, Research Division: I just want to start -- you guys are obviously pretty active on the balance sheet, and I guess I was just looking for commentary on the repurchases. I guess, specifically on the OpCo bonds, should we just assume those are outstanding at the HBC holdco level?

Yes, that's correct, Sue. We purchased 2 series of debt, the 13s and then the second lien, we repurchased a combination of those 2. Susan Berliner - JP Morgan Chase & Co, Research Division: Okay, great. And then I guess just with regards -- I'm not trying to be too specific on CGP, how will the valuation change with those additional bonds? Will those be sent over? And also, if you can talk about -- I know there's an equity contribution for Baltimore, how does that fit in with the proceeds at CGP?

So I'll take the first path and then Gary or Donald can jump in. The bond that we repurchased this quarter will not be included in the CGP transaction. They'll be, as I mentioned, held at HBC, and not sent over as part of the calculation. And then in terms of the valuation of the Baltimore project, one of the underlying assumptions was that the equity would be contributed before the closure of the project. And that is the case -- sorry, the closure of the CGP transaction -- so that is the case. We've put in the equity at this point. So it should be reflected in the original valuation.

Yes, Sue, this is Gary, when our independent evaluation committee of our Board of Directors solicited professional guidance on the valuation of the assets, we had to have a snapshot of those assets at that time. You shouldn't expect the Constitution of that asset group to change. Whatever Eric and Donald do on the balance sheet shouldn't have any effect on that until CGP is closed. Susan Berliner - JP Morgan Chase & Co, Research Division: Then can you guys give, I guess, any update, there's been some talk with regards to Ohio and some being more promotional, less promotional? I guess, how has Ohio been for you so far, and as you bid on other licenses around the U.S, is there anything that is going on in Ohio that makes you more bullish or less bullish on the regional markets?

Yes, so, you must have heard a rant by my friend Tim Wilmott [ph] who was frustrated with what he thought was very high levels of marketing spend in markets where he and I compete. In my case, on behalf of the Rock partnership. So I think the puzzle in Ohio, Sue, has been, that we have not seen the type of response from certain categories of gaming customers, particularly slot players that we anticipated based on the history of regional markets in places like Detroit, which is a provocative comparison market for places like Cleveland. What we're doing there and what we've seen there is not indicative of our approach to -- or our understanding of the trends in other regional markets, it's very specific to Ohio. You've seen Tim report that their casinos in Ohio have not met the plan that they had in mind at the time. They developed Toledo and Columbus, and we would say the same thing about Cleveland and Cincinnati. Both markets have been a little softer, almost entirely on the slot side of the mix. And we've been working on measures to build the database and get more people to come and experience the quality of the properties. Susan Berliner - JP Morgan Chase & Co, Research Division: Great, and just a couple of other small questions. The $14 million credit, was that included in OpCo EBITDA?

It would have been a mix between the Nevada properties. So it would be reflected some in CMBS and some in OpCo. Susan Berliner - JP Morgan Chase & Co, Research Division: Great, and just the remaining Uruguay cash proceeds, will that come in 3Q?

Sorry, come in what? Susan Berliner - JP Morgan Chase & Co, Research Division: In this quarter, third quarter?

Oh, it will be before the end of the year. There are various options that they have as to when they're going to pay it. But we anticipate it by the end of the year, it may not be the third quarter.

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

So my first question is on CGP, and I know there's only so much you can discuss right now. But the main question I'm probably getting from investors at this moment after the filing of the S-1 is just kind of what's the, kind of, what's the timeline from here? Is there anything you could elaborate on that in terms of receipt of comments from the SEC launch of deal and kind of timing for how long an exchange like this might take?

Well, I'm going to take a run at answering this, and if my Corporate Secretary uses his tazer, you'll know what happened to me. So my understanding of the process is that we have comments from the SEC, we'll respond to those, they may take another swing at a second round of comments. Once those are received, we'll have a very modest little roadshow to discuss this investment with those who have an interest in it. And I would guess we will have it closed in a period of several weeks.

I think, just with that, subject to holiday constraint and replies from the agencies.

Now that's a holiday caveat from a Scott. We will not be operating under Scottish holiday parameters. We do want to get it closed fairly quickly.

So, sorry Gary, just to be clear and this is very helpful. Several weeks from today, or several weeks from, I guess, the final comments from the SEC?

I guess several weeks from the final comments of the SEC, since we can't estimate how long their process will take. Once they are satisfied with the transaction as we we've described it, then the rest of it, you know fairly well, the roadshow will ensue, there'll be a pricing and indication of interest in the closing and that process will take a few weeks time.

Very helpful, and then just one more on this, but similar question I get a lot is, I think there is some discussion as to the wording on the intention to actually lift. I guess it would be CAC in a tradable form. Any color you could provide on whether or not this stock is actually going to trade, I guess post the subscription rights offer?

CAC is the listed entity, and it will trade.

Subject to various NASDAQ requirements and [indiscernible].

Okay, great. And then just one or two on the operations. I think you guys, you just mentioned the credit in Vegas, but I think you also discussed or mentioned something in the prepared remarks regarding the regions and some favorable tax benefits. Is that something out of the ordinary? Or is that just the ability to offset, I guess, the flow-through due to the variability of gaming tax?

Well, these are a little out of the ordinary, these are not typical movements of net positions as a result of revenue changes. These are adjustments to tax parameters.

Is there like a cumulative kind of directional total you could provide to us?

I think we spelled-out something like a $14 million impact on the quarter, and specifically, related to a favorable outcome in Nevada. So as I think that's basically all of the detail I can indicate to you. And as Gary said, this is more of a one-off, not anything related to gaming.

Okay. That's helpful. And then, I guess my last question just is, like in looking at the, the kind of the overall liquidity numbers you guys gave. When I went back and looked through my notes from last quarter, I had that number at closer to $2.2 billion. In this quarter, it's down to $1.9 billion. Yes, I guess I'm just kind of curious as I look through the puts and takes, and it's hard to kind to get all this. But is there something that's, I guess on the cash side that's dragging that number down today, or is this basically just the ramp up in CapEx that we're seeing, kind of pulling down the total burn? The burn -- the cash burn looks fairly high, Q-on-Q if I think about it in that term, but I'm not sure if there's something else in liquidity that I'm missing?

Shaun, this is Eric. So there are a number of different factors, one of course that you referred to was the incremental spend from a capital standpoint. We are meeting the points where we have considerable spend on a monthly basis from the LINQ project, as well as starting to get into the Bill's spend since that's a relatively short-term project, so the cash deployment's relatively high on those 2 projects. And then I don't know if you included in your calculation, but we bought back the $275 million worth of debt during the quarter, and obviously that impacted the cash balance as well.

Okay, it's probably the repurchases.

Your next question comes from Kevin Coyne with Goldman Sachs.

Just a question on OpCo's last couple of quarters. Top line hasn't been bad with low single-digit declines, but mid-teens declines in EBITDA. And as I look back at the historical data, it seems like you're seeing much more operating leverage in the business now, such as if we look at 2012, 1% top line only equated to 2% EBITDA decline. So with your comments about, let's say, regional trends to continue, if we're thinking low-single digit gaming growth and top line in the back half of the year, are you saying we should be thinking mid-teens EBITDA declines, the rest of the year?

I think. . .

Go ahead, Donald.

I think we called out various things in the release. So we do believe that we were hit by some nasty hold issues overall, in a corporate level, in the mid-teens. And so that's something that we hope not to repeat in the second half. What I've been looking at, in the short time I've been here, is trying to build up a sequential improvement in our EBITDA. And we got a very, very modest of $1 million or so improvement, Q2 over Q1. But what I can tell you is, for all the projects we're working on, we're planning to continue to improve our EBITDA Q3 over Q2. And this is not counting on any return in gaming trend. And so what's going to drive that? Hopefully, we won't have that negative hold in the third quarter. We will have the benefit of a full quarter of resort fees, as I've mentioned, and plus, we've also taken some cost initiatives that will give the full yield in the third quarter, too. So we are looking at generating a reasonable, sequential growth in the third quarter over the second quarter in our core EBITDA contributions.

[indiscernible] interesting pieces of this, but they're important. We had adverse hold, as Donald has mentioned, we had property taxes escalate in Atlantic City, which is a stunningly ill-advised fact, but true, which we had to account for in the second quarter, and we are accounting in our income statement for revenues through these joint ventures in a way that caused our measured margins to deteriorate just on an inter-temporal comparison basis. And we are looking into whether we might strike the way in which these things are structured slightly, so that we're reporting to you our management fees like we do in our Native American deals, rather than in this grossed up fashion that we are pulling out of Ohio. But as Ohio is a big business now, you're seeing the dilution of margin as a result of a lot of revenue being added in, and the fees being measured against that revenue.

That's a very, very helpful, I appreciate that. Just going back to -- as a follow up on the hold, is it possible to quantify, I know you said mid-teens for the quarter. But can you quantify that on a dollar basis?

That was millions of dollars.

That's dollars.

Mid-teens, millions of dollars.

Okay, and then just. . .

And it's difficult to get a real hard -- because everything's calculated a bit differently. But after we looked at it, that's where we got comfortable. And there was a much bigger negative impact in Vegas market, particularly from the Asian play, and that was offset by favorable impacts in the rest of Nevada and some of the regional markets.

Great, just one more, can you just explain the Macau land sell process of -- I know you mentioned it in the commentary, but how long do you think that would take, and is it like a broad auction? Or do you think it's something that can be finalized relatively soon?

It's not an auction. We've been engaged local real estate brokerage services in Macau. We have interested parties in negotiations with our team, and it's really hard to predict when those conclusions -- when those negotiations will conclude, but it's not an auction, there's no specified date or tender.

Next question is from David Farber with Credit Suisse.

A couple of questions. First just to clarify. On the OpCo side, obviously, been active on both PropCo and OpCo on the debt repurchases. Just curious, and maybe Eric you can help, on the second liens, are you guys been addressing the 15s or the 18s? If you could just clarify that, that'd be helpful, and that I have a couple of follow-ups.

Yes, sorry David, that's a good, clarifying question but it's the 18s.

And then, just a housekeeping item to sort of follow-up on another question, I just want make sure I understand. On OpCo side, you discussed EBITDA of $329 million. Two questions, one is, does that $329 million include this $14 million reversal and should that be lowered by the $14 million to sort to get an apples-to-apples? And then secondly, does the year-over-year comparison you provided include St. Louis and Enjoy or does it not? I'm just a little bit unclear, given --

All right, let me take the first one, and try to get this one behind us. The Nevada government has agreed to a settlement of this comp [ph] tax issue, and each property had a balance that was due back to it. So our brilliant accounting team has allocated it property by property. Those that were in the CEOC entity enjoyed their benefits and those that are CMBS properties like Harrah's Las Vegas enjoy their benefit. So that is allocated pro rata effectively across all the property groups. And then, on the second question, gentlemen?

Could you repeat what your second question was again, so we...

Yes, I just trying understand, in the release, you talked about the year-over-year being $384 million, and I'm just trying to understand if that includes St. Louis and Enjoy, or does not?

I think when we looked, the official numbers we reported last year, if you tie back into our official reporting numbers do include Enjoy and St. Louis. But we do give the information in the reconciliation of what these numbers are, and if you look at the, for instance, at Page 13 on the earnings release, you can see the EBITDA attributable to discontinued operations, we pull out $24 million for last year, and that would be associated with, mainly with the East St. Louis and the Punta.

I think the comparison are x, yes? In this, in the script, the comparisons are same-store.

Maybe I'll follow up offline, not a problem. And then, just finally to the extent that you can talk about this. What is the availability at this point under the intercompany loan? And then, could you theoretically use that, alongside of Caesars' growth venture partners as currently contemplated in the structure by the spin-off, or not?

Yes. The current -- so the current balance under the intercompany loan is approximately $285 million. We had, as you can see, we paid back $200 million of it this quarter. We used those proceeds to do a number of things, including buyback the CMBS debt. So it is an option of ours to use the cash balances that we have at CEOC to repay that loan.

But there's no connectivity between the intercompany loan facility and CGP.

That's right.

There's -- no activity can occur between those entities.

Okay, and then, what is the total size, is it still $1 billion of maximum size?

Yes, we haven't changed that, David.

And your next question comes from Rich Hightower with ISI Group.

I appreciate that color earlier on the hold impact in Las Vegas. But I don't think we actually got the specifics in terms of, let's say, basis points of hold versus percentage declines in volume. Can you break that out for us, as to what happened in the quarter?

No. We don't give that detail. Typically, hold, is the -- if you recall the history of our earnings releases, we don't talk an awful lot about hold, we're clearly a little less vulnerable to that than a couple of our competitors. So we've given you an aggregate, or I should say a net economic effect in Las Vegas, measured in dollars. That's really as far as we'll go with that.

Okay, but is it safe to say that, and I think you mentioned it earlier, that both hold and volumes played a role in the decline this quarter. Can you confirm that?

Yes, yes.

Okay, great. And then second question is bigger picture. Just given that your spending, for instance, $0.5 billion on the Linq, which is, in my opinion, a purposeful attempt to pull people out of the casino for other purposes, can you talk about maybe the broader shift in Las Vegas towards non-gaming? And especially perhaps at the mid-and lower tiers, which seem to have rebounded less strongly on the gaming side?

Yes, I'll take that in 2 parts, first I'm trying to pull them out of my competitors' casinos. I'm trying to create a destination in the middle of the Strip that's accessible both geographically and from a price point perspective. We're not asking people to visit another Dior or another Louis Vuitton, we're asking them to come to places to shop and party and dance and eat that are accessible to them in places that exist only in this location in Las Vegas. But it is reflective of 2 things: The first is, that there is plenty of capacity for rooms and casino space in Las Vegas today and for the foreseeable future. I don't think anyone can mount an argument that the city is suffering from an absence of supply in those 2 categories; second, you've heard in our announcement that our food and beverage revenues were up very meaningfully here when gaming revenues were weak, and we do think that trend is with us for a long time to come. We have visitors that are coming to Vegas principally for non-gaming activities, although they may gamble some while they're here, and we have customers substituting a little bit out of their gaming budgets and into these non-gaming activities. So for all those reasons, we think this investment is a sound one in a very favorable location with a unique offering.

Okay, that's helpful. What do you think is driving that change in preference, from gaming towards non-gaming that maybe didn't exist a few years ago, anything specific there?

Well, I think it's a combination of several things. First in Vegas, since the crisis, we've seen a substitution of Southern Californians for people arriving by airplane, and lot of the Southern California traffic is younger folks who are coming here for the weekends, driven in part by relatively low hotel room pricing and who enjoy the kind of leisure offerings that the city uniquely provides, and of course, that's all great. Whereas, on a relative basis, you see gaming revenues stagnate over the last several quarters, or even in the last several years. I do think we're beginning to see stronger trends among VIP players, both domestically and internationally. I think as the economy improves, that will continue. And then perhaps, we'll see gaming revenues begin to grow a little bit more briskly alongside what were seeing in hospitality. We, of course, we'd like to see them both be healthy.

And your last question comes from James Taylor with Bank of America Merrill Lynch.

I got 2 housekeeping questions, then 1 bigger picture. Just by my rough math, you raised about $12 million to $14 million through the ATM, is that kind of a good assumption?

Yes, that's roughly accurate based on the 900,000 or so shares in the average selling price.

Okay. And then the second housekeeping was just on the CapEx side. So I think, based on my notes, you've spent about $300 million year-to-date. But for the full year, obviously, the budget is significantly higher. Is that just because of how the spend on these projects is rolling out? I mean are there specific -- I guess what are the specific components that make the CapEx ramp up so much in the back half?

I think it's some. We have a tight process for committing the capital expenditures, as you would imagine. And so it's just the way the projects come in, and we try to phase the spend as close as possible to the generation of cash flows. So we don't want to be spending well ahead of it. And so that's just the way the phasing goes.

I would -- yes, Hession and I were just scrawling little notes to one another here as Donald's speaking. We have 4 projects that are ramping up, as we move into the latter half of the year. The Gansevoort renovation, which has been in a demolition, relatively inexpensive phase of its activity is going to move back into construction and the outfitting of the hotel. The Baltimore project will be quite active in the latter part of the year with the Linq, of course, and the wheel. And then the completion of the renovation the South Tower at Valley, is 760-ish rooms, so you see that as the result of the work that these projects are taking on.

Very good. And I guess the last piece is just, on the cost side, you guys continue to take a lot of cost out of the business in a tough top line environment. I guess, a, what are the specific areas where you're still finding cost to take out? Is it labor, or is it marketing? And how much more -- how many more stones are there to turn over and find cost to take out of the business?

Well, it's a good question. We are taking a little bit of labor out largely by becoming much more sophisticated in our scheduling, so that we match movements and demand from our guests with what we can do to serve them, and getting that right for service purposes is obviously very important. But a big chunk of it has to come out of marketing, and I would urge you not to think of it in terms of turning over stones, but rather trying to enhance the production function. This is really about the productivity of marketing. So if we can learn enough to not offer things that fail to result in a change in the guest behavior, but nonetheless, degrade our margins, and instead, put our marketing spend against things that have induced visits or extends visits then we can do a great deal better. The company spends an awful lot of money in marketing, as do all casino companies. And to the degree we continue to find savings, a lot of its going to have to come through that channel.

I think, just to add some additional color, we are seeing additional savings on things like professional services, which we've outsourced, some of which we can do more effectively, cost-effectively inside. We're seeing savings in procurement, we're seeing savings in insurance. So there are still areas that we can meaningfully take some cost out and improve the bottom line.

All right now, operator, that concludes our call. Thanks, everyone, for joining us this afternoon.

And thank you, ladies and gentlemen. This concludes today's conference call. You may now disconnect.