Supplemental Consolidating Financial Information
Caesars Resort Collection, LLC
(Unaudited)
Exhibit. Supplemental Consolidating Financial Information
The following tables present the balance sheet as of September 30, 2020 and December 31, 2019, income statement for three and nine months ended September 30, 2020 and September 30, 2019 and cash flows for nine months ended September 30, 2020 and September 30, 2019 of Caesars Resort Collection, LLC (“CRC”), as it consolidates into CEI as a wholly-owned subsidiary. “Other Operations and Eliminations” presents the operations of CEI’s other subsidiaries, including eliminations of intercompany transactions. CEI consolidated balance does not include CRC until the period starting from July 20, 2020.
The consolidating condensed balance sheet as of September 30, 2020 and December 31, 2019 are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
| (In millions) | CRC (1) | | Other Operations,
Eliminations | | CEI Consolidated | | CRC (1) | | Other Operations,
Eliminations | | CEI Consolidated |
| ASSETS | | | | | | | | | | | |
| CURRENT ASSETS: | | | | | | | | | | | |
| Cash and cash equivalents | $ | 485 | | | $ | 552 | | | $ | 1,037 | | | $ | 1,393 | | | $ | (1,187) | | | $ | 206 | |
| Restricted cash and investments | 21 | | | 2,238 | | | 2,259 | | | 17 | | | (13) | | | 4 | |
| Accounts receivable, net | 297 | | | 88 | | | 385 | | | 402 | | | (348) | | | 54 | |
| Due from affiliates | 717 | | | (680) | | | 37 | | | 487 | | | (483) | | | 4 | |
| Inventories | 34 | | | 15 | | | 49 | | | 35 | | | (17) | | | 18 | |
| Prepayments and other current assets | 128 | | | 137 | | | 265 | | | 147 | | | (81) | | | 66 | |
| Assets held for sale | 1,579 | | | 687 | | | 2,266 | | | 50 | | | 203 | | | 253 | |
| Total current assets | 3,261 | | | 3,037 | | | 6,298 | | | 2,531 | | | (1,926) | | | 605 | |
| Investment in and advances to unconsolidated affiliates | — | | | 170 | | | 170 | | | — | | | 136 | | | 136 | |
| Property and equipment, net | 11,971 | | | 2,659 | | | 14,630 | | | 14,294 | | | (11,679) | | | 2,615 | |
| Gaming licenses and other intangibles, net | 3,374 | | | 1,092 | | | 4,466 | | | 2,717 | | | (1,606) | | | 1,111 | |
| Goodwill | 8,563 | | | 887 | | | 9,450 | | | 4,012 | | | (3,102) | | | 910 | |
| Other assets, net | 1,397 | | | (173) | | | 1,224 | | | 750 | | | (486) | | | 264 | |
| Deferred income taxes | — | | | 1 | | | 1 | | | — | | | — | | | — | |
| Total assets | $ | 28,566 | | | $ | 7,673 | | | $ | 36,239 | | | $ | 24,304 | | | $ | (18,663) | | | $ | 5,641 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | |
| CURRENT LIABILITIES: | | | | | | | | | | | |
| Current portion of long-term debt | $ | 67 | | | $ | — | | | $ | 67 | | | $ | 64 | | | $ | 182 | | | $ | 246 | |
| Accounts payable | 113 | | | 161 | | | 274 | | | 271 | | | (209) | | | 62 | |
| Accrued interest | 139 | | | 102 | | | 241 | | | 20 | | | 16 | | | 36 | |
| | | | | | | | | | | |
| Accrued other liabilities | 940 | | | 431 | | | 1,371 | | | 1,335 | | | (1,028) | | | 307 | |
| Due to affiliates | 11 | | | (11) | | | — | | | 4 | | | (4) | | | — | |
| Liabilities related to assets held for sale | 389 | | | 128 | | | 517 | | | 7 | | | 30 | | | 37 | |
| Total current liabilities | 1,659 | | | 811 | | | 2,470 | | | 1,701 | | | (1,013) | | | 688 | |
| Long-term financing obligation | 11,324 | | | 1,223 | | | 12,547 | | | 10,070 | | | (9,099) | | | 971 | |
| Long-term debt, less current portion | 8,281 | | | 6,922 | | | 15,203 | | | 7,420 | | | (5,095) | | | 2,325 | |
| Long-term debt to related party | 15 | | | (15) | | | — | | | 15 | | | (15) | | | — | |
| Deferred income taxes | 1,366 | | | (285) | | | 1,081 | | | 1,044 | | | (847) | | | 197 | |
| Other long-term liabilities | 642 | | | 907 | | | 1,549 | | | 931 | | | (588) | | | 343 | |
| Total liabilities | 23,287 | | | 9,563 | | | 32,850 | | | 21,181 | | | (16,657) | | | 4,524 | |
| STOCKHOLDERS' EQUITY: | | | | |
| | | | | |
|
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Caesars stockholders’ equity | 5,261 | | | (1,906) | | | 3,370 | | | 3,109 | | | (1,992) | | | 1,117 | |
| Noncontrolling interests | 18 | | | 1 | | | 19 | | | 14 | | | (14) | | | — | |
| Total stockholders’ equity | 5,279 | | | (1,890) | | | 3,389 | | | 3,123 | | | (2,006) | | | 1,117 | |
| Total liabilities and stockholders’ equity | $ | 28,566 | | | $ | 7,673 | | | $ | 36,239 | | | $ | 24,304 | | | $ | (18,663) | | | $ | 5,641 | |
____________________ (1)In connection with the Merger, CEOC, LLC has been contributed to CRC and the results for the periods presented have been recast as the contribution was between entities under common control.
Supplemental Consolidating Financial Information
Caesars Resort Collection, LLC
(Unaudited)
The consolidating condensed income statement for three and nine months ended September 30, 2020 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended September 30, 2020 | | Nine Months Ended September 30, 2020 | |
| (In millions) | | | | CRC (1) | | Other Operations,
Eliminations | | CEI Consolidated | | CRC (1) | | Other Operations,
Eliminations | | CEI Consolidated | |
| REVENUES: | | | | | | | | | | | | | | | |
| Casino and pari-mutuel commissions | | | | $ | 766 | | | $ | 153 | | | $ | 919 | | | $ | 1,916 | | | $ | (556) | | | $ | 1,360 | | |
| Food and beverage | | | | 115 | | | 10 | | | 125 | | | 468 | | | (280) | | | 188 | | |
| Hotel | | | | 179 | | | 21 | | | 200 | | | 527 | | | (270) | | | 257 | | |
| Other | | | | 147 | | | (14) | | | 133 | | | 458 | | | (286) | | | 172 | | |
| Net revenues | | | | 1,207 | | | 170 | | | 1,377 | | | 3,369 | | | (1,392) | | | 1,977 | | |
| EXPENSES: | | | | | | | | | | | | | | | |
| Casino and pari-mutuel commissions | | | | 400 | | | 61 | | | 461 | | | 1,174 | | | (489) | | | 685 | | |
| Food and beverage | | | | 85 | | | 6 | | | 91 | | | 386 | | | (233) | | | 153 | | |
| Hotel | | | | 60 | | | 3 | | | 63 | | | 199 | | | (108) | | | 91 | | |
| Other | | | | 70 | | | (18) | | | 52 | | | 242 | | | (180) | | | 62 | | |
| General and administrative | | | | 300 | | | 30 | | | 330 | | | 859 | | | (364) | | | 495 | | |
| Corporate | | | | 69 | | | 21 | | | 90 | | | 167 | | | (47) | | | 120 | | |
| Impairment charges | | | | — | | | — | | | — | | | 65 | | | 96 | | | 161 | | |
| Depreciation and amortization | | | | 223 | | | — | | | 223 | | | 722 | | | (400) | | | 322 | | |
| Transaction costs and other operating costs | | | | 117 | | | 102 | | | 219 | | | 154 | | | 88 | | | 242 | | |
| Total operating expenses | | | | 1,324 | | | 205 | | | 1,529 | | | 3,968 | | | (1,637) | | | 2,331 | | |
| Operating loss | | | | (117) | | | (35) | | | (152) | | | (599) | | | 245 | | | (354) | | |
| OTHER EXPENSE: | | | | | | | | | | | | | | | |
| Interest expense, net | | | | (410) | | | (63) | | | (473) | | | (1,046) | | | 438 | | | (608) | | |
| Loss on extinguishment of debt | | | | — | | | (173) | | | (173) | | | — | | | (173) | | | (173) | | |
| Other loss | | | | (8) | | | 17 | | | 9 | | | (14) | | | 13 | | | (1) | | |
| Total other expense | | | | (418) | | | (219) | | | (637) | | | (1,060) | | | 278 | | | (782) | | |
| Loss from continuing operations before income taxes | | | | (535) | | | (254) | | | (789) | | | (1,659) | | | 523 | | | (1,136) | | |
| Provision for income taxes | | | | (48) | | | (87) | | | (135) | | | (139) | | | 75 | | | (64) | | |
| Net loss from continuing operations, net of income taxes | | | | (583) | | | (341) | | | (924) | | | (1,798) | | | 598 | | | (1,200) | | |
| Discontinued operations, net of income taxes | | | | (1) | | | — | | | (1) | | | (1) | | | — | | | (1) | | |
| Net loss | | | | (584) | | | (341) | | | (925) | | | (1,799) | | | 598 | | | (1,201) | | |
| Net income attributable to noncontrolling interests | | | | (1) | | | — | | | (1) | | | 3 | | | (4) | | | (1) | | |
| Net loss attributable to Caesars | | | | $ | (585) | | | $ | (341) | | | $ | (926) | | | $ | (1,796) | | | $ | 594 | | | $ | (1,202) | | |
____________________
(1)In connection with the Merger, CEOC, LLC has been contributed to CRC and the results for the periods presented have been recast as the contribution was between entities under common control.
Supplemental Consolidating Financial Information
Caesars Resort Collection, LLC
(Unaudited)
The consolidating condensed income statement for three and nine months ended September 30, 2019 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Three Months Ended September 30, 2019 | | Nine Months Ended September 30, 2019 | |
| (In millions) | | | | CRC (1) | | Other Operations,
Eliminations | | CEI Consolidated | | CRC (1) | | Other Operations,
Eliminations | | CEI Consolidated | |
| REVENUES: | | | | | | | | | | | | | | | |
| Casino and pari-mutuel commissions | | | | $ | 1,118 | | | $ | (660) | | | $ | 458 | | | $ | 3,301 | | | $ | (1,915) | | | $ | 1,386 | | |
| Food and beverage | | | | 411 | | | (333) | | | 78 | | | 1,212 | | | (983) | | | 229 | | |
| Hotel | | | | 409 | | | (315) | | | 94 | | | 1,202 | | | (965) | | | 237 | | |
| Other | | | | 301 | | | (268) | | | 33 | | | 856 | | | (772) | | | 84 | | |
| Net revenues | | | | 2,239 | | | (1,576) | | | 663 | | | 6,571 | | | (4,635) | | | 1,936 | | |
| EXPENSES: | | | | | | | | | | | | | | | |
| Casino and pari-mutuel commissions | | | | 628 | | | (399) | | | 229 | | | 1,868 | | | (1,175) | | | 693 | | |
| Food and beverage | | | | 287 | | | (227) | | | 60 | | | 846 | | | (666) | | | 180 | | |
| Hotel | | | | 125 | | | (98) | | | 27 | | | 364 | | | (288) | | | 76 | | |
| Other | | | | 153 | | | (141) | | | 12 | | | 445 | | | (411) | | | 34 | | |
| General and administrative | | | | 386 | | | (256) | | | 130 | | | 1,138 | | | (757) | | | 381 | | |
| Corporate | | | | 56 | | | (43) | | | 13 | | | 200 | | | (149) | | | 51 | | |
| Impairment charges | | | | 380 | | | (380) | | | — | | | 430 | | | (429) | | | 1 | | |
| Depreciation and amortization | | | | 255 | | | (202) | | | 53 | | | 742 | | | (575) | | | 167 | | |
| Transaction costs and other operating costs | | | | 20 | | | (6) | | | 14 | | | 52 | | | (50) | | | 2 | | |
| Total operating expenses | | | | 2,290 | | | (1,752) | | | 538 | | | 6,085 | | | (4,500) | | | 1,585 | | |
| Operating (loss) income | | | | (51) | | | 176 | | | 125 | | | 486 | | | (135) | | | 351 | | |
| OTHER EXPENSE: | | | | | | | | | | | | | | | |
| Interest expense, net | | | | (325) | | | 253 | | | (72) | | | (980) | | | 763 | | | (217) | | |
| Loss on extinguishment of debt | | | | — | | | (1) | | | (1) | | | — | | | (1) | | | (1) | | |
| Other (loss) income | | | | — | | | 3 | | | 3 | | | (10) | | | 10 | | | — | | |
| Total other expense | | | | (325) | | | 255 | | | (70) | | | (990) | | | 772 | | | (218) | | |
| (Loss) income from continuing operations before income taxes | | | | (376) | | | 431 | | | 55 | | | (504) | | | 637 | | | 133 | | |
| Benefit (provision) for income taxes | | | | 27 | | | (45) | | | (18) | | | 9 | | | (48) | | | (39) | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Net (loss) income | | | | (349) | | | 386 | | | 37 | | | (495) | | | 589 | | | 94 | | |
| Net income attributable to noncontrolling interests | | | | (1) | | | 1 | | | — | | | — | | | — | | | — | | |
| Net (loss) income attributable to Caesars | | | | $ | (350) | | | $ | 387 | | | $ | 37 | | | (495) | | | $ | 589 | | | $ | 94 | | |
____________________
(1)In connection with the Merger, CEOC, LLC has been contributed to CRC and the results for the periods presented have been recast as the contribution was between entities under common control.
The consolidating condensed statement of cash flows for nine months ended September 30, 2020 and September 30, 2019 are as follows:
Supplemental Consolidating Financial Information
Caesars Resort Collection, LLC
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Nine Months Ended September 30, 2020 | | Nine Months Ended September 30, 2019 | |
| (In millions) | | | | CRC (1) | | Other Operations,
Eliminations | | CEI consolidated | | CRC (1) | | Other Operations,
Eliminations | | CEI consolidated | |
| Net cash (used in) provided by operating activities | | | | $ | (745) | | | $ | 525 | | | $ | (220) | | | $ | 676 | | | $ | (417) | | | $ | 259 | | |
| | | | | | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | |
| Purchase of property and equipment, net | | | | (245) | | | 151 | | | (94) | | | (420) | | | 285 | | | (135) | | |
| Former Caesars acquisition, net of cash acquired | | | | — | | | (6,374) | | | (6,374) | | | — | | | — | | | — | | |
| Acquisition of gaming rights | | | | (65) | | | 45 | | | (20) | | | — | | | — | | | — | | |
| Sale of restricted investments | | | | — | | | — | | | — | | | — | | | 5 | | | 5 | | |
| Proceeds from sale of businesses, property and equipment, net of cash sold | | | | 9 | | | 222 | | | 231 | | | 5 | | | 164 | | | 169 | | |
| Investment in unconsolidated affiliates | | | | — | | | (1) | | | (1) | | | — | | | (1) | | | (1) | | |
| Other | | | | — | | | — | | | — | | | 10 | | | (10) | | | — | | |
| Net cash (used in) provided by investing activities | | | | (301) | | | (5,957) | | | (6,258) | | | (405) | | | 443 | | | 38 | | |
| | | | | | | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | |
| Proceeds from long-term debt and revolving credit facilities | | | | 3,938 | | | 5,827 | | | 9,765 | | | — | | | — | | | — | | |
| Repayments of long-term debt and revolving credit facilities | | | | (2,396) | | | (430) | | | (2,826) | | | (398) | | | 83 | | | (315) | | |
| | | | | | | | | | | | | | | |
| Proceeds from sale-leaseback financing arrangement | | | | 3,219 | | | — | | | 3,219 | | | — | | | — | | | — | | |
| Financing obligation payments | | | | (58) | | | 9 | | | (49) | | | (12) | | | 12 | | | — | | |
| Transactions with parent | | | | (4,384) | | | 4,384 | | | — | | | 228 | | | (228) | | | — | | |
| Debt issuance and extinguishment costs | | | | (121) | | | (235) | | | (356) | | | — | | | (1) | | | (1) | | |
| Proceeds from issuance of common stock | | | | — | | | 772 | | | 772 | | | — | | | — | | | — | | |
| Cash paid to settle convertible notes | | | | — | | | (574) | | | (574) | | | — | | | — | | | — | | |
| Taxes paid related to net share settlement of equity awards | | | | — | | | (8) | | | (8) | | | — | | | (7) | | | (7) | | |
| Distributions to noncontrolling interests | | | | — | | | — | | | — | | | (1) | | | 1 | | | — | | |
| Net cash (used in) provided by financing activities | | | | 198 | | | 9,745 | | | 9,943 | | | (183) | | | (140) | | | (323) | | |
| CASH FLOWS FROM DISCONTINUED OPERATIONS: | | | | | | | | | | | | | | | |
| Cash flows from operating activities | | | | 22 | | | 1 | | | 23 | | | — | | | — | | | — | | |
| Cash flows from investing activities | | | | (4) | | | — | | | (4) | | | — | | | — | | | — | | |
| Net cash from discontinued operations | | | | 18 | | | 1 | | | 19 | | | — | | | — | | | — | | |
| Change in cash classified as assets held for sale | | | | (77) | | | 77 | | | — | | | — | | | — | | | — | | |
| Increase (decrease) in cash, cash equivalents and restricted cash | | | | (907) | | | 4,314 | | | 3,484 | | | 88 | | | (114) | | | (26) | | |
| Cash, cash equivalents and restricted cash, beginning of period | | | | 1,422 | | | (1,205) | | | 217 | | | 904 | | | (657) | | | 247 | | |
| Cash, cash equivalents and restricted cash, end of period | | | | $ | 515 | | | $ | 3,109 | | | $ | 3,701 | | | $ | 992 | | | $ | (771) | | | $ | 221 | | |
Supplemental Consolidating Financial Information
Caesars Resort Collection, LLC
(Unaudited)
____________________
(1)In connection with the Merger, CEOC, LLC has been contributed to CRC and the results for the periods presented have been recast as the contribution was between entities under common control.
