Caesars Entertainment, Inc. 10-Q

ITEM 1. LEGAL PROCEEDINGS We are a party to various lawsuits, which have arisen in the normal course of our business. Estimated losses are accrued for these lawsuits and claims when the loss is probable and can be estimated. The current liability for the estimated losses associated with those lawsuits is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations. Legal matters are discussed in greater detail in “Part I, Item 3. Legal Proceedings” and Note 17 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. Cautionary Statement Regarding Forward-Looking Information This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. When used in this report, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward-looking statements. Specifically, forward-looking statements may include, among others, statements concerning: • the impact of COVID-19 on our business and financial condition; • projections of future results of operations or financial condition; • our ability to consummate the disposition of MontBleu, Eldorado Shreveport and certain of our other properties, including required divestitures of certain properties located in Indiana; • expectations regarding our business and results of operations of our existing casino properties and prospects for future development; • expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations; • our ability to comply with the covenants in the agreements governing our outstanding indebtedness and leases; • our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures; • expectations regarding availability of capital resources; • our intention to pursue development opportunities, including the development of a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the Pompano casino and racetrack, and additional acquisitions and divestitures; • our ability to realize the anticipated benefits of the acquisition of Caesars and future development and acquisition opportunities; and • the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects and operation of online sportsbook, poker and gaming Any forward-looking statements are based upon underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made. Such assumptions are in turn based upon internal estimates and analyses of market conditions and trends, management plans and strategies, economic conditions and other factors. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, and are subject to change. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend upon future circumstances that may not occur. Actual results may differ materially from any future results, performance or achievements expressed or implied by such statements. Forward-looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be 54 achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein are subject include, but are not limited to, the following: • the extent and duration of the impact of the global COVID-19 public health emergency on the Company’s business, financial results and liquidity; • the duration of closure of our properties, which we cannot predict at this time; • the impact and cost of new operating procedures expected to be implemented upon re-opening of the Company’s casinos; • the impact of actions we have undertaken to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 public health emergency, which could negatively impact guest loyalty and our ability to attract and retain our employees; • the impact of the COVID-19 public health emergency and resulting unemployment and changes in general economic conditions on discretionary consumer spending and customer demand; • our substantial indebtedness and significant financial commitments, including our obligations under our lease arrangements, could adversely affect our results of operations and our ability to service such obligations, react to changes in our markets and pursue development and acquisition opportunities; • restrictions and limitations in agreements governing our debt and leased properties could significantly affect our ability to operate our business and our liquidity; • risks relating to payment of a significant portion of our cash flow as debt service and rent under the GLPI Master Lease; • financial, operational, regulatory or other potential challenges that may arise as a result of leasing of a number of our properties; • our facilities operate in very competitive environments and we face increasing competition including through legalization of online betting and gaming; • uncertainty regarding legalization of betting and online gaming in the jurisdictions in which we operate and conditions applicable to obtaining the licenses required to enable our betting and online gaming partners to conduct betting and gaming activities; • the ability to identify suitable acquisition opportunities and realize growth and cost synergies from any future acquisitions; • future maintenance, development or expansion projects will be subject to significant development and construction risks; • our gaming operations are highly regulated by governmental authorities and the cost of complying or the impact of failing to comply with such regulations; • changes in gaming taxes and fees in jurisdictions in which we operate; • risks relating to pending claims or future claims that may be brought against us; • changes in interest rates and capital and credit markets; • our ability to comply with certain covenants in our debt documents and lease arrangements; • the effect of disruptions to our information technology and other systems and infrastructure; • our ability to attract and retain customers; • weather or road conditions limiting access to our properties; • the effect of war, terrorist activity, acts of violence, natural disasters, public health emergencies and other catastrophic events; 55 • the intense competition to attract and retain management and key employees in the gaming industry; and • other factors described in Part II, Item 1A. “Risk Factors” contained herein and our reports on Form 10-K, Form 10-Q and Form 8-K filed with the Securities and Exchange Commission. In light of these and other risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur. These forward-looking statements speak only as of the date on which this statement is made, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law. You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.