CZR - NASDAQ

Good day, and thank you for standing by. Welcome to the Caesars Entertainment, Inc. 2025 Second Quarter Earnings Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Brian Agnew, Senior Vice President of Corporate Finance, Treasury and Investor Relations.

Thank you, Kevin, and good afternoon to everyone on the call. Welcome to our conference call to discuss our second quarter 2025 earnings. This afternoon, we issued a press release announcing our financial results for the period ended June 30, 2025. Copy of the press release is available on the Investor Relations section of our website at investor.caesars.com. Joining me on the call today are Tom Reeg, our Chief Executive Officer; Anthony Carano, our President and Chief Operating Officer; Bret Yunker, our Chief Financial Officer; Eric Hession, President of Caesars Sports and Online Gaming; and Charise Crumbley, Investor Relations. Before I turn the call over to Anthony, I would like to remind you that during today's conference call, we may make certain forward- looking statements under safe harbor federal securities laws, and these statements may or may not come true. Also during today's call, the company may discuss certain non-GAAP financial measures as defined by SEC Regulation G. Please visit our press release is located on our Investor Relations website for a reconciliation of the differences between each non- GAAP financial measure and the comparable GAAP financial measure. Also, I just wanted to make mention our Q2 Investor Presentation has been posted to our website. And I did just look in our 10-Q has now been posted as well. I'm going to pass the call over to Anthony.

Thank you, Brian, and good afternoon to everyone on the call. We delivered second quarter consolidated net revenues of $2.9 billion and adjusted EBITDA of $955 million. During the second quarter, our Digital segment delivered its best quarter ever, producing $80 million of adjusted EBITDA, and our digital momentum continues to build towards the financial goals we originally laid out in 2021. Our Las Vegas segment posted solid results in the face of softer market demand in our hospitality vertical, but we remain encouraged by forward group pace in Q4 and the first half of '26. Regional revenues were up year-over-year, driven by the addition of 2 new properties and same-store GGR growth resulting from strategic reinvestment in our Caesars Rewards customer database. Starting in our Las Vegas segment, we reported same-store adjusted EBITDA of $469 million. Results were driven by 97% occupancy versus 99% last year and essentially flat rates. Our gaming vertical faced a difficult comparison to last year, which drove lower year- over-year table games volume in hold. During the quarter, the group room night mix was 15% and the segment is on track to deliver a record EBITDA year in '25 due to our strong Q4 booking pace. Recent CapEx investments at Flamingo in Las Vegas, including a brand-new pool experience, Pinky's by Lisa Vanderpump, Gordon Ramsay Burger and Havana 57 are generating strong returns. During the second quarter and into July, World Series of Poker hosted another very successful event and remains the largest poker tournament in the world with over $500 million in prices. Turning to our regional segment. We reported adjusted EBITDA of $439 million. Tom will add additional insights during his remarks, but our regional segment was negatively impacted by several onetime items during the quarter. Excluding these negative onetime items, Q2 adjusted EBITDA would have been flat year-over-year. During the quarter, Danville and New Orleans generated strong returns, and we have strategically reinvested in our Caesars Rewards database which drove higher gaming revenues during the period. Early results from our strategic customer reinvestments are promising, driven by strong rated play trends in the quarter. We will continue to refine our marketing approach as we remain focused on harvesting strong returns on these investments. In addition to our strategic customer reinvestment, we have made additional investments in new slot capital that is driving higher year-over-year gaming revenues. On July 1, we rebranded Harvey Lake Tahoe to Caesars Republic Lake Tahoe. We received encouraging guest feedback during the opening weekend and during Celebrity Golf regarding the new elevated property amenities. Lake Tahoe experienced significant construction disruption during the second quarter as a result of rooms being offline. We'll start construction of Phase 2 in Tahoe in the fall and complete the project by the summer of 2026. I want to thank all of our team members for their hard work during this first half of 2025. The hard work, resilience and unwavering dedication to exceptional guest service have been the driving force behind our accomplishments this year. With that, I'll now turn the call over to Eric for some insights in Digital.

Thanks, Anthony. During the second quarter, Caesars Digital delivered net revenues of $343 million, up 24% versus the prior year and set an all-time quarterly adjusted EBITDA record of $80 million, up 100% to last year. On an LTM basis, Caesars Digital has delivered approximately $200 million of adjusted EBITDA. Our results in the quarter keep us firmly on track to achieve the financial targets we laid out in 2021. Q2 results were driven by growth in sports and casino with net revenues increasing 28% and 51% year- over-year, respectively. Adjusted EBITDA margins grew by 880 basis points to 23.3%. In our sports book, we continue to achieve strong year-over-year performance. Hold increased 170 basis points to a record 8.9%, and Handle was roughly flat versus the prior year period. Total parlay mix improved by approximately 280 basis points year-over-year, and we saw growth in average life per parlay and a higher cash out mix versus the prior year as well. From a tech perspective, we announced the launch of our universal digital wallet and proprietary player account management system in Nevada earlier this month. That enhancement gives our customers a significant upgrade to their wagering experience within the state and now across 19 jurisdictions. We expect to complete the rollout across all of our jurisdictions by early 2026. In iCasino, we saw continued strength again in volume, hold and average MAUs, which combined to grow net revenues an impressive 51%. We continue to elevate our product offering during the quarter to include new bonus capabilities, the launch of a Caesars branded lives gaming studio in Michigan and the introduction of our remote real live slot studio on the property floor of Tropicana Atlantic City. Our in-house development studio continues to make progress with 2 proprietary games now in market, a third planned for launch in early August, and our first slot game on target for the middle of September. The games have all been well received by our customers. As we head into the back half of 2025, I'm becoming more and more optimistic as I see how customers are reacting to the improvements we have made in our application. The continuous progress made in all areas is showing up in our top line results and our focus on spending efficiency is driving solid flow-through to EBITDA. I will now pass the call over to Bret for some comments on the balance sheet.

Thanks, Eric. Q3 is off to a great start on the balance sheet front, as we fully redeemed our most expensive debt earlier this month using a mix of asset sale proceeds and our revolver. Annual free cash flow savings from the redemption will exceed $40 million, and we continue to be optimistic about further interest expense reductions through rate decreases and/or debt reduction. Our relationship bank facility is our next maturity in 2028, and our nearest capital markets maturity is in 2029. On the tax side, the BBB brought us good news in the form of increased interest and depreciation expense deductions that move our pro forma estimate for cash taxes as a percentage of EBITDAR, down from 5% to 3% to 4%, which you'll see reflected in our investor presentation. I'll turn it over to Tom.

Thanks, Bret. Thanks, everybody, for joining. To unpack the quarter by segment. Vegas for us was, as Anthony talked about, softer than last year. We started with a strong April, May and June, started to decline booking window, contracted booking window in Vegas is about as short as I've seen it at this point. And we had in our own portfolio, Anthony talked about, high end that we are missing in gaming. Recall, we had both Adele and Garth Brooks in last year's second quarter, didn't have them this year, missed out on some high-end trips that tend to resurface at other points during the year. But Vegas started leaking as a market kind of end of May that leak accelerated into June. I'd expect third quarter to be soft, but in the last 3 weeks or so as we monitor forward bookings, bookings have stabilized. And as we look to fourth quarter, first quarter and second quarter -- fourth quarter of this year, first and second quarter of '26, very strong group calendar for us. So we think this is a temporary phenomenon in Vegas. But make no mistake, the summer is soft in Vegas. I would expect something in the third quarter that looks like the second quarter on a comparative basis. Regionals. We talk about onetime impacts. We had about $30 million worth, the biggest of which was construction at Lake Tahoe, Caesars Republic, the former, Harvey's, we lost between that and Bowling in Reno, we lost almost 50,000 room nights versus last year. We reopened the first phase of Caesars Republic before July 1, and it has performed -- we've been very pleased with the performance, the strength in that performance. There's a second phase that happens this off-season that will not be nearly as disruptive as the first phase, was that -- that casino was effectively closed for the second quarter. We also lost a couple of weeks in metropolis due to flooding and had some -- a significant lawsuit settlement in Baltimore, almost $2 million. Those were the chief culprits that were in the $30 million of onetime events. As we look at it -- as it was happening, we looked at these as onetime events. As we get into third quarter in July, we can see that without those occurring in July, Regional, both revenue and EBITDA are up for July. So even inclusive of what happened in the second quarter with the onetime items. We remain comfortable that Regional for the full year will be flat to up in EBITDA. I've had a number of conversations with many of you during the quarter about revenues. We've told you in the past that GGR monthly performance is not necessarily indicative of what's happening under the hood. If you'll recall, we talked on prior calls about how in competitive markets, in particular, as we way back into new battlegrounds with new competitors, we market into those areas, increase the marketing, and you saw some of that flow through -- flow to GGR, some of you thought that was a harbinger of significant strength in Regional. It's really reflecting what we're doing from a promotional standpoint. Those promotions, you roll them out, you decide which ones are working, which ones aren't, and you pull back the ones that aren't working, that doesn't always neatly fit in the 90-day quarters that we're reporting. So if you look at Regional on a full year basis, you should assume that we were investing in the second quarter. We're bearing the fruits of that as we get into third quarter, which is why EBITDA is increasing, but we are pruning programs that were designed to generate volume but may have done so unprofitably. Our rated gaming trends -- our rated gaming [Fios] is up 8.5% and in the quarter, which is the best performance we've had in 3 years. But I would tell you, part of that is artificial based on what we were doing, marketing to customers, but it is considerably stronger than it's been in the last couple of years, which bodes well for particularly the Regional space over the next year or 2. Digital had a fantastic quarter. As you know, we laid out financial milestones in this quarter of 2021, right, before we launched Caesars Sports, we remain on track to deliver $0.5 billion plus of EBITDA in '26. The momentum in Digital is extraordinary, both from a volume and an EBITDA perspective. We're now increasing handle year-over-year, Eric talked about how -- what you saw over the last 4 quarters was our ability to refine our marketing targeted to customers that led to a reduction in Handle. We've now -- we anniversaried that during the quarter, Handle grew, Handle growing in July on the sports side, mid-single digits. The casino, we continue to grow in iCasino about 2x the rate of our peers, extraordinarily pleased with the way that is coming together. If you look at versus the prior year quarter, the $40 million we did in the prior year had about $8 million worth of World Series of Poker EBITDA that we sold. So the true comp is versus $32 million of EBITDA last year, we did $80 million. There's another $8 million of that World Series headwind in the third quarter EBITDA number, but we would expect to top the fully loaded number by a significant amount. If you look at -- we've talked about partnership expenses rolling off. If you look at now through the end of '27, we've got north of $70 million worth of partnership expenses that we are dragging in our business right now that will roll off by the end of '27 and more than half of those will be gone in the first 4 months of '26. And all of that flows straight to EBITDA. So that business is ramping quickly toward that $500 million number. We certainly expect that, that's not an end game for us that we're going to continue growing well past that as we move forward. Bret touched on the tax bills impacts on us. If you think about that in a dollar amount, the reduction in cash taxes this year should offset the EBITDA shortfall in Vegas for second and third quarter so that free cash flow is not materially impacted in '25. And '26 and '27, you should be thinking of something like $80 million to $100 million less in cash taxes than what we were anticipating before the bill was passed. So in short, we are -- we've battened down the hatches in Vegas for a soft summer. We see a strong fourth quarter -- first quarter and second quarter. On the other side of that, as we look at the group calendar that's coming into town, Regional remains on track for flat to a little bit of growth this year and growth in '26 and Digital continues its strong growth and momentum. And with that, I'll open it up to questions.

[Operator Instructions] Our first question comes from Dan Politzer with JPMorgan.

First 1 on Las Vegas. Tom, you mentioned you've seen a little bit of stabilization in the past few weeks. Can you maybe kind of unpack that? And as you think about that path to growth in the fourth quarter and first quarter and the first half of next year, is there something tangible that we can lock on to just given that group calendar? Or are there any kind of specifics you could put around that?

Yes. So what we see pretty clearly, the next 90 days forecasted cash occupancy. We were down 27,000 room nights in the second quarter. And what we saw was every week as those forecasts came out, each of the next 3 months would show a decline week-over- week in forecasted cash revenue. That kind of started middle of May, accelerated into middle of June. And kind of in July, what we're seeing is that those 90-day numbers next 3 months are stable. You're basically looking at the same forecast. You were looking at a week ago. So I'm not suggesting that this is some huge bullish turn. It was a -- it was as if your tire had a leak and you've patched it at this point. And if you look into fourth quarter, first quarter, second quarter, we project a record group year in Vegas in 2025 for us. At the end of third quarter, on a year-over-year basis, our group business will be down year-over-year, we knew that was going to be the case. But we have an extremely robust fourth quarter group calendar. First quarter, you add ConAg to the Citywide convention calendar. We have another robust group. And then in the early second quarter, we get State Farm, which is a substantial conference that is Caesars specific and recurs once every three years. That's in the '26 number. And so if you think about, as you're in the summer, you're leisure dominated. So leisure is softer -- has been softer. When you get that strong group calendar, that allows you -- that gives you leverage in rate, and that’'s you've seen that for quite some time historically, it's really get out of the group light third quarter and into the group heavier fourth quarter, first quarter, second quarter when we have significant business booked. So -- but '25 should be a group room night record for us and '26 should be another one.

Got it. And just to clarify, your comment on third quarter Las Vegas being a comparative basis versus the second quarter. Should we interpret that as third quarter EBITDAR down high singles or somewhere in that range?

Yes.

Our next question comes from Brandt Montour with Barclays.

So curious, Tom, on the promotional stuff that you guys talked about. When you think about that effort, maybe talk about what you -- I mean, you can only give me so much, but what you're doing differently now versus prior promotional campaigns or efforts that you've done, if there's any sort of omnichannel bent to it as well as sort of the hub-and-spoke model that we know you well for historically, is that something that -- it's sort of coincided with the Las Vegas slowdown? I'm just wondering if there's sort of like a system-wide effort that you can -- that you're tying that into sort of help everything.

Yes. So we're working with our marketing and our analytics team to really dive into our database, which is our engine of growth. And we're looking for targeted opportunities to drive profitable revenues and with 52 properties around the country, we can really test and learn and take the ones that are working in some parts of the country and take those throughout the entire country and then continue to get more efficient as we continue down this road. In addition, we're really leaning on our database to fill rooms in Las Vegas. We're opening up more of the segments and working with our host across the country to drive people here to Las Vegas.

Yes. So Brandt, what you're seeing is in -- this started as a response to the competitive openings in regional that impacted us last year going back into drawing your new battle ground markets and marketing to those customers, and it's really just how rich is the offer that you're giving them? And what's the response to that? And does it flow profitably at the same time with what's going on in leisure demand in Vegas as Anthony says, you're opening your casino database to lower segments of customers, to fill your room. So they're getting a better offer. And then at the same time, we're wrapping digital and brick-and-mortar in more -- every quarter. And it's the combination of that, and that provides a lot of data for us, but it's not immediate, right? So you're making marketing decisions, you're sending those out there, those go out through mail and e-mail, and then you're going to see what the response is. And there's some that flow well across the enterprise. There's some that work in certain markets. There are some that don't work across the enterprise, and there's some that don't work in certain markets, and that's the tweaking that we started doing kind of late in second quarter and into July that we're bearing the fruits of. But like I said, this doesn't necessarily fit into the distinct quarter that we report. You've got a little bit of kind of roll out in second quarter and very little of the paring back and now you've got July, you're driving back to what's profitable. At the same time, we increased our slot spend in '25 in the CapEx numbers that we've provided for you, and we've deployed those machines in a lot of markets. We're seeing returns from those as well. We're always tweaking leased units and how much they're driving. And I would say, generally speaking, leased units have been climbing a bit portfolio-wide. So all of that's going on at once, and your analytics group is measuring what's working, what's not working, and that's kind of what we've done as we've -- typically, as we bought companies as you pull back what's not working and you lean into what is. So it is a lot of test and control.

Okay. That's really helpful. And then another one. Tom, if you could just give us some thoughts on what you think is going on in Vegas right now with the summer leisure demand? How much of -- I mean we all know it's a seasonally slow period. How much of it's weather? How much of it is a hangover from tariffs? Is there anything structural, whereby Las Vegas has been flying high and perhaps there's some fatigue on pricing and maybe the value proposition isn't quite as good as it was in the past. What do you think?

That's a tough one -- it's tough to put your finger on that. We had seen -- we talked with our peers, had seen anecdotally that the ends of the strip, call it the north and south end of the strip started to weaken maybe March and April, and we really hadn't seen anything. And you're looking at -- again, for us, you're looking at a quarter where you're 99% occupied, 27,000 room nights for us is going to flow through non-gaming for us, the gaming piece of where we were light versus last year was all high end at Caesars Palace. So gaming has held in our portfolio center strip non highest end very well and that high end, as I said, is really a timing issue based on when our entertainment acts were here. But losing 27,000 room nights, you're losing that cash room revenue, you're losing some F&B revenue. Our team did a great job of keeping operating expenses in check, keeping our margins in check, but that the period of softness when we are leisure-dominated has extended into this quarter. And I look at this as -- I've been around Vegas a very long time as a lot of you have been, this is kind of normal seasonality that we haven't seen in a while here. It's nothing that leaves me concerned about the customers. But the only thing I could point to that is, back to your comments, is the international business, particularly Canadian is softer. So if you look at our missing room nights this year, Canadians are a significant piece of that, even though there are only 3% of the total -- 3% or 4% of the total pie for us. But I don't really see anything particularly when we look at the business as a whole, Vegas, Regional and Digital that suggests there's anything particularly concerning about the consumer. And as I said, we'd expect as groups fill in here, this looks very different end of the year and into early next.

Our next question comes from David Katz with Jefferies.

Afternoon, everyone. I just wanted to go back to Digital, which seems to have -- has really accelerated. And I think what we've talked about in the past is getting to a run rate of $500 million by the fourth quarter. If you could help us just unpack that a little bit more and point to some of the key drivers for that. Can we -- what does a 2026 look like? Or are there new aspirational targets we can think about maybe discussing even in general terms?

So I'd say, David, as you get into football season, obviously, volatility of sports outcomes becomes paramount. But if you look at a typical second quarter versus fourth quarter, something like fourth quarter being 2x second quarter is a reasonable expectation, which should obviously put us well above the run rate that you're talking about. We've had a strong July post a strong second quarter. So the momentum is continuing. I've talked about the partnership expenses that roll off. So for us, the much debated $500 million target looks like it's going to arrive right on the schedule that we put out there 4 years ago. And as you look forward and think about into '26, '27, '28, where you may have new iGaming jurisdictions, where I would expect our share of a new jurisdiction given our product and the momentum in that business would probably be something like 2x what our share is in the legacy markets. You can start to talk yourself into some pretty bullish outcomes in Digital, and we see no indication that anything slowing down. For us, the rollout of single wallet in Nevada, is a wonderful customer acquisition tool. If you recall before that, all the customers that would come to our properties in Nevada and open a Caesars Sports account, so they could bet while they were in Vegas would go home and have to open a separate account, which is obviously less than ideal. So we think from a customer acquisition standpoint outside of Nevada, that's going to be a powerful tool and add to the momentum that we've got going in this space. So I don't want to -- I've taken so much grief over the $500 million target that we're right on the precipice of, I'm hesitant to immediately put another target out there. But I'd say we're going to generate substantially more than $500 million of EBITDA from Digital, if you're looking out a few years here.

Our next question comes from Lizzie Dove with Goldman Sachs.

Going back to Vegas, you mentioned some of the investments that have been making great returns at Flamingo. I'm curious beyond what you've already kind of talked about if you think there's opportunity or need for any further incremental investment in other biggest properties?

Yes, we've got just our room remodels that we have coming up. We've got a tower at Caesars Palace. We've got partnership with Tahoe on a day club, where they're contributing the capital for an amazing day club out front of Caesars Palace. We've got some more room remodels throughout the city, and then Vanderpump Hotel at Cromwell kicks off design as we speak toward a model room there the other day, and it is definitely amazing. It will be a wonderful new hotel in a great location. Beyond that, the rest of our properties are in pretty in good shape right now, and we'll continue to keep them in good shape.

Got it. And then going back to Digital for a second. So there's a really nice uptick on the OSB hold this quarter, tracking pretty close to 9% at this point. Curious how you think about sustainability of this uptick? I know you mentioned sports variability of outcomes, but just in light of the long-term target that you have out there and whether there was any kind of onetime factors in this quarter?

Yes, sure. So we definitely had favorable sporting outcomes this quarter. I would say that the actual hold surpassed our theoretical hole from sportsbook perspective. That said, I wouldn't change our target, long-term target of getting to 10% hold at this point. We are really optimistic. I mentioned how our parlay percentage continues to rise. Our same game parlay percentage is rising and our cash out percentage is rising. All 3 of those contribute significantly towards increased hold. So there is very much an upward trend in our structural hold. But that said, achieving the almost 9% hold, this quarter was inflated by good sports outcomes. Now I would say though, as we head into football, football tends to have a higher parlay mix just in general. And so we do anticipate surpassing that 9% later in the year. But I think there's some natural effects just associated with the sporting outcome that's going to drive that as well.

Our next question comes from Steve Pizzella with Deutsche Bank.

Can you just talk about what you are seeing from an OpEx and labor standpoint in Las Vegas and Regionals and how we should think about that moving forward?

Yes. So we've got union contract increases in Vegas that you've seen us lean into expenses so that our expenses were flat even though we have increased labor -- increased union rates. Nothing to speak of in Digital that's -- I'm sorry, in Regional that's worth mentioning. We're kind of inflation type increases across the board, not nearly as impactful as the last couple of years on the whole.

Okay. Great. And then -- just wanted to follow up on what you were seeing in New Orleans. I believe you noted a $60 million EBITDAR run rate per month coming out of the 1Q. Is that still the case?

New Orleans had another very strong quarter and has picked up the pace in July. Danville continues to perform extraordinarily well also. So the additions to the portfolio are driving very strong results in Regional.

Our next question comes from Steven Wieczynski with Stifel.

So Tom, I'm wondering if we can start with the Regionals. I'm trying to square this up a little bit. So stick with me here a sec. So there were $30 million of headwinds. If we go back, we add those in, the flow-through still would have been a little bit lower year-over- year. Then there's this uptick in spending across the database, which seems like that was kind of heavily weighted towards the second quarter. So I guess what I'm trying to figure out is what those regional margins would have looked like on a -- more on a like-for-like basis, meaning up down, flattish. And I'm guessing moving forward, those margins should now accelerate a little bit more given the bulk of that heavy spending across the database is essentially finished.

Yes. I'd say, obviously, if you were not doing the marketing that we were doing, margins would have been higher than they were. And as we pull back on the unprofitable marketing that -- as we call profitable from unprofitable, those margins should improve from here. So that's accurate.

Okay. Got you. Second question, Tom, going to Vegas. As you think about that FIT cohort, it sounds like you think that customer base has stabilized, yet it's still early on and fully understanding that booking window is compressed. But I guess my question is, did you guys essentially do anything to stabilize that customer, meaning did you get more aggressive on whether it's promotions or room discounting or anything like that? Just trying to understand that a little bit more.

No. What I'm describing is a cash room revenue number. Most of our rooms in Vegas are cash. And so what stabilized was forward cash room expectations, which had been leaking for a better part of 1.5 months that stabilized beginning of July for us.

Okay. Perfect.

Our next question comes from Barry Jonas with Truist.

You're coming off your initial meeting in New York City with the CAC. How do you feel your chances are in that race?

Yes. We're proud of the submission that we have put forward. We've got a strong partnership with a lot of local support. We are mindful that Manhattan may be an underdog for a license. If there is a casino awarded in Manhattan, we are confident we would be the one.

Got it. And then just as a follow-up, a lot of good color on Digital and outlook there. I'm just curious if any updated thoughts on the Spin, maybe timing or puts and takes from your perspective?

Yes. We have talked about job one is to deliver on the numbers that we've laid out. We've -- we're well on our way to that. There is internal plumbing that needs to happen to be in position to separate that foot well with kind of when we hit our numbers for our initial targets, and we'll take a look at what we think of value at that point, whether it's -- we're getting it reflected, but we would absolutely pursue a separation if we believe that it would drive significant value to our shareholders, and we think we'll be in position where we're at our targets at some point in the first half of '26. So that's what you should be thinking about in terms of time frame?

Our next question comes from John DeCree with CBRE.

I wanted to ask a question about some of the asset-light opportunities that have come up, I think OLG and Windsor and then some extension of the Caesars Republic brand. And when we think about Regionals kind of flat to up, it seems like some of these things might move the needle a little bit. So how much more opportunity is there for you to kind of continue to utilize the brand in that way?

Yes. So John, we've got a couple of Indian management contracts that have raised their financing, 1 in Oklahoma, 1 in Sonoma County, California, that we would expect when they're up and operating, should be something on the order of $20 million of annual management fees between the 2 of them to Caesars. As you've noted, we bring in Windsor in the end of first quarter of '26. So that will remove EBITDA from the managed line, but it's replaced by Regional EBITDA that is well in excess of what it was bringing in managed. So we have between all 3 of those, you're almost $50 million of incremental EBITDA that's flowing through asset-light deals for us, and we continue to pursue more both in the U.S. and in some of the larger international markets as well. That's a bit of elephant hunting, where maybe something comes together more likely it doesn't, but we're active out there with our brand and our management expertise.

And Tom, just to clarify that incremental EBITDA kind of an asset-light capacity, it's high free cash flow conversion, right? There wouldn't be any expected kind.

That's right. That's straight free cash flow.

Got it. If I could ask 1 about group room mix, big picture as we kind of look at the stability that 4Q, 1Q and 2Q present. And all stating as either specific event, what's the right group room mix? It's probably something you and Anthony team calibrate all the time, but is there an opportunity where you actively looking to kind of hunt for similar of those large events that can kind of really provide meaningful growth. I think all states is once every 3 years. So I was kind of wondering if there's a focus on getting more of those or if the group room mix is kind of where it needs to be.

We love to increase our group room mix. We have increased it since the merger, we should be well into the high teens this year and next, but we are constantly looking for groups like State Farm that we can bring to Las Vegas and our group sales team led by Michael Massari, who does a fantastic job, has done a fantastic job and continues in terms of building that business, but we're not stopping in the high teens. We'd like to take that to 20% and beyond.

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

Tom or whoever is the right person, just one in Las Vegas and then one sort of big picture strategy question. But to start with Las Vegas, if we just kind of do the balance, it seems like there are a lot of shifts that are also impacting Q4 group, you've got the sort of the timing of the Jewish holidays, which I think has an impact here as well. Kind of when you line up all the pieces and you think about your own company level comps, can Q4 be up year-over-year? And is that sort of the baseline expectation that we should have?

Q4 can be up year-over-year for Caesars.

Perfect. And then big picture, just zooming out, the OpEx investment or sort of what you're doing on the promotional side is interesting. Kind of the test and learn piece. What we see across the industry is a lot more on the capital front, a lot of land-based conversions, some capital renovations, that sort of thing. So kind of as you start to turn the page and think about 2026 and beyond, are there things in the portfolio you start to look at from the capital side and say, hey, maybe we ramp a little bit here, we look at these given some of the ROIs that have been delivered out there. Kind of how do you think about that maybe with some of the cash freed up by the Big Beautiful Bill?

Yes, Shaun, if you think about our Regional portfolio and the large drivers of EBITDA in there, the bulk of them have seen significant capital in the last -- certainly since the merger, if you think about Atlantic City and New Orleans and Danville, Virginia, Lake Charles, Indianapolis, now Tahoe, Reno, those are our biggest cash flow producers in Regional. All of those that I've named have had 9-figure investments in them in the last 3-plus years. So there's not around the corner, another big capital cycle for Caesars. It's really harvesting what we've invested since the merger. There are pieces that we will add. You should expect that we will add hotel product to assets that don't have hotels that could be our money, but more likely, it's a partnership with a third-party developer. We've got -- we have a small amount of potential boat to land- based conversions available to us that are high return investments, but you're not talking about a burst of capital activity around the corner.

Our next question comes from Chad Beynon with Macquarie.

Tom and Brett, you guys spent about $100 million of share repurchases in April, and you mentioned that you'll continue to be opportunistic here. Can you just talk about why you decided to not spend any more in the quarter? Was that just the trends that you were seeing in the business and you wanted to make sure you had a handle on it. And then going forward, given that you spent $100 million in 1 month, if the stock remains depressed and now that you're past some of these CapEx needs, is that a potential number that you could hit again in certain months? Or is there a bogey that we should think about from a quarterly basis?

Yes. I'd say this quarter, the focus was taking out the [8%] our highest coupon debt. That's why you didn't see share repurchase during the quarter. I would tell you, you should expect a balance of share repurchase and debt repayment. But given what we see happening in Digital in terms of scaling and momentum and where the shares are trading and the fact that we're likely to generate something on the order of 50% of our market cap and free cash flow over the next 2.5 years, I think our stock is looking particularly attractive. And I'd like to own more of it ahead of Digital being -- Digital value being recognized, whether that's within Caesars current equity or it's part of the separation transaction. So we like our stock, you should expect us to be a buyer.

Eric, on the prediction markets, we've seen some digital companies at least speak about dipping their toe into that. Obviously, a lot of questions in terms of how the CFTC will categorize this, but any updated views on your end, how you see that?

Yes. I would say at this point, no updated views. We're actively watching the situation. And we'll make sure that we're not caught flat-footed on that. But yes, I think from the change from the last quarter, there really hasn't been anything material a lot more people objecting to it, but really nothing has really moved through the court system at this point.

Our next question comes from Jordan Bender with Citizens.

Tom, you spoke to the earnings power and scale of the online business in out years. Curious if your eventual size and scale opens up any ambitions of expanding your footprint into international markets outside of North America?

We're always open to what will drive shareholder value. If we're looking at where do we spend our time and effort, there is not an international market that is anywhere close to the opportunity that's what is here domestically. So while I wouldn't shut the door, it would surprise me if we saw something internationally that looked anywhere close to the opportunity that we're prosecuting here.

Yes. If I'd just add, when you look through the list of projects that we have, and we're planning -- we're starting to plan midpoint next year, the road map is really robust and all of the projects that we have are great. The risk is relatively low in terms of the execution. And so we think that the risk/reward basis for where we put our resources is really high on the domestic side still. And you could see it this quarter when we grew 29% revenues, that's a great business and I just don't see it at this point looking internationally because of the full road map and just the opportunities we see in front of us for the existing business.

Understood. And I want to follow up in New Orleans. I believe the first $75 million of gaming revenue or so wasn't subject to any incremental tax. So how much of that upside might be left? And how does that tie into EBITDAR flat to up in totality for the whole year?

There is still opportunity there. And obviously, the EBITDA growth in New Orleans is a piece of the entire Regional puzzle and will help drive us to growth this year and next. New Orleans for us is -- we're tied to City of New Orleans. So group business, group recovery in the city is extremely important to our property there and momentum has been built into the Super Bowl continues to build. So we like the picture we see going forward in New Orleans.

Our next question comes from Daniel Guglielmo with Capital One Securities.

Just 1 for me. Tom, last call, you had said that you're feeling better about the business this year versus any point last year. Do you still feel that way today? And is there something about the business this year that you don't think folks fully appreciate?

I'd tell you, this is the -- the reason we put the company together is the diversification of the business and the way that, that business could complements -- each segment complements the other. And right now, I'd tell you, as I've said, we expect a soft summer in Vegas. So I felt better about Vegas last year, but I feel great about Vegas after the third quarter, given what's going on in the group calendar. I feel the same confidence in Regional that we've been talking about, for both this year and next. And my confidence in Digital, every 90 days, I talk on one of these calls, I'm more confident than I was 90 days ago. The momentum that we've got there is tremendous. And I think that's the piece that's underappreciated in terms of the momentum there. The fact how it's scaling and where it's headed. And I don't think we're going to have to wait much longer to be at the numbers that we laid out 4 years ago.

And I'm not showing any further questions at this time. I'd like to turn the call back over to Tom Reeg for any closing remarks.

Thanks, everybody. We will see you next time.