UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-38850
blys_lg_rgb_pos_210420.jpg
BALLY’S CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
20-0904604
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
100 Westminster Street
Providence, RI
02903
(Address of principal executive offices)
(Zip Code)
(401) 475-8474
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value of $0.01 per share
BALY
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐     No ☒ 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐     No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes  ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes  ☒     No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐     No  ☒
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2025 based on the closing price on the New York
Stock Exchange for such date, was approximately $68.9 million.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding as of February 28, 2026
Common stock, $0.01 par value
 
48,535,459
For additional information regarding the Company’s shares outstanding, refer to Note 17 “Stockholders’ Equity.”
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2026 are incorporated by reference into Part III
of this Annual Report on Form 10-K.
2
BALLY’S CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
3
Explanatory Note
Bally’s Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment No. 1”) to its Annual
Report on Form 10-K for fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission
on March 23, 2026 (the “Original Filing”), for the sole purpose of including the auditor’s signature in the auditor’s opinion
letter. The signature had been inadvertently omitted.
Except as expressly set forth in this Amendment No. 1, the Original Filing has not been amended, updated or otherwise
modified. This Amendment No. 1 continues to speak as of the date of the Original Filing, and the Company has not updated the
disclosures contained therein to reflect any events that occurred at a date subsequent to the date of the Original Filing. The
filing of this Amendment No. 1 is not a representation that any statements contained in the Company’s Annual Report on Form
10-K are true and complete as of any date other than the date of the Original Filing. This Amendment No. 1 should be read in
conjunction with the Original Filing.
In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of
the date of this filing in connection with this Amendment No. 1 on Form 10-K/A (Exhibit 31.1, 31.2, 32.1 and 32.2).
4
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements listed below are filed as part of this Annual Report on Form 10-K.
INDEX TO FINANCIAL STATEMENTS
 
Page No.
Financial Statements:
The accompanying audited consolidated financial statements of Bally’s Corporation (and together with its subsidiaries, the
“Company” or “Bally’s”) have been prepared in accordance with the instructions to Form 10-K and Regulation S-X and include
all information and footnote disclosures necessary for complete financial statements in conformity with accounting principles
generally accepted in the US (“US GAAP”). Financial statement schedules have been omitted because they are not applicable,
or the required information is included in the consolidated financial statements or the notes thereto.
5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Bally’s Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Bally's Corporation and subsidiaries (the
“Company”) as of December 31, 2025 (successor) and 2024 (predecessor), the related consolidated statements of
comprehensive loss, stockholders’ equity (deficit), and cash flows for the periods from February 8, 2025 to
December 31, 2025 (successor), from January 1, 2025 to February 7, 2025 (predecessor), and for the year ended
December 31, 2024 (predecessor), and the related notes (collectively referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2025 (successor) and 2024 (predecessor), and the results of its operations and its cash flows for the
periods from February 8, 2025 to December 31, 2025 (successor), from January 1, 2025 to February 7, 2025
(predecessor), and for the year ended December 31, 2024 (predecessor),  in conformity with accounting principles
generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 (successor),
based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated March 23, 2026, expressed an adverse
opinion on the Company's internal control over financial reporting because of a material weakness.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below are matters arising from the current-period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that (1) relates to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,
providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
6
Goodwill – International Interactive Reporting Unit – Refer to Notes 2 and 10 to the financial statements
Critical Audit Matter Description
The Company’s goodwill is tested annually for impairment, or more frequently if indicators of impairment exist, by
comparing the fair value of the respective reporting units to their carrying value. The Company determines the fair
value of its reporting units in consideration of the income-based and market-based approaches. The key inputs in
determining the fair value of the International Interactive reporting unit include expected cash flows and projected
financial results, including forecasted revenues (collectively the “International Interactive forecasts”), the selection
of the discount rate, and market multiples. As of December 31, 2025, the value of the International Interactive
reporting unit goodwill is $1.5 billion.
The Company’s fair value determination of its International Interactive reporting unit required management to make
significant estimates and assumptions of International Interactive forecasts, discount rates, and market multiples.
Therefore, performing audit procedures to evaluate the reasonableness of these estimates and assumptions involved
a high degree of auditor judgment and increased extent of effort, including the need to involve our fair value
specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the International Interactive forecasts, discount rates, and market multiples used by
management to estimate the fair value of the International Interactive reporting unit included the following, among
others:
•We tested the effectiveness of controls over determining the fair value of the Company’s International
Interactive reporting unit, including controls over the International Interactive forecasts and the selection of
discount rates and market multiples.
•We evaluated management’s ability to accurately project the International Interactive forecasts by
performing a retrospective review of actual results to management’s historical forecasts.
•We evaluated the reasonableness of management’s projected International Interactive forecasts by:
◦Comparing the International Interactive forecasts to information included in the Company’s
communications to the Board of Directors, industry reports, and analyst reports for the Company
and certain of its peer companies;
◦Comparing the International Interactive forecasts to historical financial results;
◦Evaluating the impact of changes in the regulatory environment on management’s forecasts;
◦Conducting inquiries with management; and
◦Evaluating whether the International Interactive forecasts were consistent with evidence obtained
in other areas of the audit.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the International
Interactive discount rate and market multiples by:
◦Testing the inputs underlying the determination of the discount rate and testing the mathematical
accuracy of the calculation;
◦Developing a range of independent estimates and comparing those to the discount rate selected by
management;
◦Testing the source information underlying the determination of the market multiples; and
◦Developing a range of independent estimates and comparing those to the market multiples selected
by management.
Business Combination – Merger – Refer to Notes 1, 2, and 7 to the financial statements
Critical Audit Matter Description
On February 7, 2025, the Company completed the Merger with SG Parent LLC, (“Parent”), The Queen Casino &
Entertainment, Inc., (“Queen”), and as a result of the transactions, at closing, Parent and its affiliates beneficially
owned 73.8% of the issued and outstanding Company common stock.
7
The Merger between the Company and Queen was accounted for as a transaction between entities under common
control in accordance with ASC Topic 805, Business Combinations (“ASC 805”), in which the accounting acquirer
(Parent and its affiliates) obtained control of the Company. The Company has elected to push down its Parent’s basis
in its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and
recognized at their fair values as of the acquisition date and were combined with those of Queen at Queen’s
historical carrying amounts and are presented on a combined basis.
The fair value of the Merger consideration was $955.6 million which was allocated to the assets acquired and
liabilities assumed based on their respective fair values, including the fair value of the operating segments and
reporting units, gaming licenses, customer relationships, developed technology, trade names and Intellectual
property license.
The fair value determination of these intangible assets requires management to make significant estimates and
assumptions related to expected cash flows and projected financial results, including forecasted revenues
(collectively the “Merger forecasts”), and the selection of the discount rate. Changes to these assumptions could
result in a significant impact on the recognition of the acquired gaming licenses, customer relationships, developed
technology, trade name and intellectual property license intangible assets, and the determination of goodwill.
Therefore, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree
of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
Business Combination – Intralot S.A. – Refer to Notes 1 and 7 to the financial statements
Critical Audit Matter Description
On October 8, 2025, Intralot S.A. (“Intralot”) completed the acquisition of the Company’s issued and outstanding
capital stock of Bally’s Holdings Limited, (“Bally’s International Interactive”) and combined it with Intralot’s global
lottery and gaming operations (the “Intralot Transaction”).
The Intralot Transaction consideration comprised of €1.530 billion ($1.8 billion) cash paid by Intralot, and 873.7
million newly issued Intralot shares to the Company.  Following the Intralot Transaction, the Company became the
majority shareholder of Intralot with an aggregate 57.9% interest. As the Company obtained a controlling financial
interest in Intralot as a result of the Intralot Transaction, the Company is deemed the accounting acquirer of Intralot
for purposes of financial reporting. Accordingly, the Intralot Transaction will be accounted for as a business
combination under ASC 805.
The consideration for the purchase accounting is approximately $1.60 billion, consisting of (i) the fair value of the
Intralot shares issued to the Company on the closing date, and (ii) the fair value of Bally’s previously held equity
interest in Intralot. The remaining 42.1% of Intralot’s equity interests held by third parties will be reflected as a
noncontrolling interest of the Company in the equity section of its consolidated balance sheet in accordance with
ASC 805. The preliminary fair value of the noncontrolling interest on the closing date was $1.1 billion, based on
Intralot’s share price on the closing date and the control premium.
The fair value of consideration was allocated to the assets acquired and liabilities assumed based on their respective
fair values, including the fair value of the synergies, developed technology, trade names, backlog, and customer
relationship.
The fair value determination of these intangible assets requires management to make significant estimates and
assumptions related to expected cash flows and projected financial results, including forecasted revenues
(collectively the “Intralot forecasts”), and the selection of the discount rate. Changes to these assumptions could
result in a significant impact on the recognition of the acquired developed technology, trade names, backlog and
customer relationship intangible assets and the determination of goodwill. Therefore, performing audit procedures to
evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent
of effort, including the need to involve our fair value specialists.
How the Critical Audit Matters Were Addressed in the Audit
Our audit procedures related to the Merger forecasts and Intralot forecasts (collectively forecasts”) and the selection
of the discount rates used by management to determine the fair value of the acquired intangible assets and the
assigned goodwill included the following, among others:
8
•We tested the effectiveness of controls over the valuation of the operating segments, reporting units, and
intangible assets, including management’s controls over the forecasts and the selection of the discount rate
used.
•We evaluated the assumptions and estimates included in the forecasts by:
◦Comparing the forecasts to information included in the Company’s communications to the Board
of Directors, industry reports, and analyst reports for the Company and certain of its peer
companies;
◦Comparing the forecasts to historical financial results;
◦Conducting inquiries with management; and
◦Evaluating whether the forecasts were consistent with evidence obtained in other areas of the
audit.
•With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:
◦Testing the inputs underlying the determination of the discount rate and testing the mathematical
accuracy of the calculation.
◦Developing a range of independent estimates and comparing those to the discount rate selected by
management.
/s/ Deloitte & Touche LLP
New York, New York
March 23, 2026
We have served as the Company’s auditor since 2015.
9
BALLY’S CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
Successor
Predecessor
 
December 31,
2025
December 31,
2024
Assets
 
 
Cash and cash equivalents
$798,423
$171,233
Restricted cash
108,263
60,021
Accounts receivable, net
193,951
55,486
Inventory
55,842
19,317
Tax receivable
30,706
26,345
Prepaid expenses and other current assets
159,609
115,471
Total current assets
1,346,794
447,873
Property and equipment, net
1,063,739
630,702
Right of use assets, net
1,767,792
1,544,936
Goodwill
3,432,893
1,799,944
Intangible assets, net
3,000,983
1,307,343
Deferred tax asset
12,482
2,309
Other assets
605,693
127,030
Total assets
$11,230,376
$5,860,137
Liabilities and Stockholders’ Equity
Current portion of long-term debt
$37,344
$19,450
Current portion of lease liabilities
104,647
65,827
Accounts payable
196,890
85,771
Accrued income taxes
20,374
25,468
Accrued and other current liabilities
1,327,799
481,292
Total current liabilities
1,687,054
677,808
Long-term debt, net
4,463,313
3,299,323
Long-term portion of lease liabilities
1,829,190
1,554,479
Deferred tax liability
553,513
118,214
Other long-term liabilities
152,476
179,411
Total liabilities
8,685,546
5,829,235
Commitments and contingencies (Note 19)
Stockholders’ equity:
Common stock ($0.01 par value; 200,000,000 shares authorized; 48,524,809 (Successor)
and 40,787,007 (Predecessor) shares issued; 48,524,809 (Successor) and 40,787,007
(Predecessor) shares outstanding)
484
408
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)
—
—
Additional paid-in-capital
1,574,827
1,414,410
Accumulated deficit
(650,074)
(1,123,649)
Accumulated other comprehensive income (loss)
69,421
(260,267)
Total Bally’s Corporation stockholders’ equity
994,658
30,902
Non-controlling interest
1,550,172
—
Total stockholders’ equity
2,544,830
30,902
Total liabilities and stockholders’ equity
$11,230,376
$5,860,137
The accompanying notes are an integral part of these consolidated financial statements.
10
BALLY’S CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Successor
Predecessor
 
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
 
Revenue:
 
 
Gaming
$1,989,454
$185,767
$2,051,668
Non-gaming
446,735
34,731
398,810
Total revenue
2,436,189
220,498
2,450,478
Operating (income) costs and expenses:
Gaming
884,631
87,994
934,063
Non-gaming
210,705
16,526
189,088
General and administrative
1,143,817
114,401
1,043,486
Impairment charges
181,620
—
248,879
Gain on sale-leaseback, net
—
—
(86,254)
Depreciation and amortization
293,118
22,343
379,544
Total operating costs and expenses
2,713,891
241,264
2,708,806
Loss from operations
(277,702)
(20,766)
(258,328)
Other (expense) income:
Interest expense, net
(365,233)
(27,229)
(289,629)
Other non-operating income (expense), net
24,960
(2,365)
(4,545)
Total other expense, net
(340,273)
(29,594)
(294,174)
Loss before income taxes
(617,975)
(50,360)
(552,502)
Provision for income taxes
47,564
664
15,252
Net loss
(665,539)
(51,024)
(567,754)
Less: Net loss attributable to non-controlling interests
(15,465)
—
—
Net loss attributable to Bally’s Corporation
$(650,074)
$(51,024)
$(567,754)
Basic and diluted loss per share
$(10.73)
$(1.05)
$(11.71)
Weighted average common shares outstanding, basic and diluted
60,556,906
48,742,859
48,468,887
The accompanying notes are an integral part of these consolidated financial statements.
11
BALLY’S CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
Net loss
$(665,539)
$(51,024)
$(567,754)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax
127,835
(13,097)
(84,542)
Defined benefit pension plan adjustments, net of tax
18
—
860
Net unrealized derivative gain (loss) on cash flow hedges, net of tax
(16,729)
968
3,057
Net unrealized derivative gain (loss) on net investment hedges, net of
tax
(40,435)
2,686
29,916
Other comprehensive income (loss)
70,689
(9,443)
(50,709)
Total comprehensive loss
(594,850)
(60,467)
(618,463)
Comprehensive loss attributable to non-controlling interest
(1,268)
—
—
Comprehensive loss attributable to Bally’s Corporation
$(593,582)
$(60,467)
$(618,463)
The accompanying notes are an integral part of these consolidated financial statements.
12
BALLY’S CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands, except shares)
Predecessor
 
Common Stock
Additional
Paid-in
Capital
Treasury
Stock
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interest
Total
Stockholders’
Equity
(Deficit)
 
Shares
Outstanding
Amount
Balance as of December 31, 2023
(Predecessor)
39,973,202
400
1,400,479
—
(555,895)
(209,558)
428
635,854
Issuance of restricted stock and other
stock awards
723,990
7
(2,821)
—
—
—
—
(2,814)
Share-based compensation
—
—
14,752
—
—
—
—
14,752
Settlement of consideration
81,190
1
(178)
—
—
—
—
(177)
Acquired non-controlling interest
8,625
—
428
—
—
—
(428)
—
Other
—
—
1,750
—
—
—
—
1,750
Other comprehensive loss
—
—
—
—
—
(50,709)
—
(50,709)
Net loss
—
—
—
—
(567,754)
—
—
(567,754)
Balance as of December 31, 2024
(Predecessor)
40,787,007
408
1,414,410
—
(1,123,649)
(260,267)
—
30,902
Issuance of restricted stock and other
stock awards
19,660
—
(76)
—
—
—
—
(76)
Share-based compensation
—
—
1,954
—
—
—
—
1,954
Other comprehensive loss
—
—
—
—
—
(9,443)
—
(9,443)
Net loss
—
—
—
—
(51,024)
—
—
(51,024)
Balance as of February 7, 2025
(Predecessor)
40,806,667
$408
$1,416,288
$—
$(1,174,673)
$(269,710)
$—
$(27,687)
Successor
Common Stock
Additional
Paid-in
Capital
Treasury
Stock
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
Non-
controlling
Interest
Total
Stockholders’
Equity
(Deficit)
Shares
Outstanding
Amou
nt
Balance as of February 8, 2025
(Successor)
71,258,763
$712
$1,171,824
$—
$—
$—
$—
$1,172,536
Issuance of restricted stock and other
stock awards
70,430
—
(11,887)
—
—
—
—
(11,887)
Share-based compensation - equity
awards
—
—
31,111
—
—
—
—
31,111
Bally's Chicago Issuance
—
—
—
—
—
—
3,639
3,639
Share repurchases
(22,804,384)
(228)
(420,114)
—
—
—
—
(420,342)
Purchase of Bally's Intralot
—
—
1,324,107
—
—
—
1,063,663
2,387,770
Recognition of non-controlling
interest in Bally's International
Interactive
—
—
(534,324)
—
—
—
534,324
—
Purchase of incremental Intralot
shares
—
—
15,424
—
—
—
(37,257)
(21,833)
Other
—
—
(1,314)
—
—
—
—
(1,314)
Other comprehensive income
—
—
—
—
—
69,421
1,268
70,689
Net loss
—
—
—
—
(650,074)
—
(15,465)
(665,539)
Balance as of December 31, 2025
(Successor
48,524,809
$484
$1,574,827
$—
$(650,074)
$69,421
$1,550,172
$2,544,830
The accompanying notes are an integral part of these consolidated financial statements.
13
BALLY’S CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1, 2025
to February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Cash flows from operating activities:
 
 
Net loss
$(665,539)
$(51,024)
$(567,754)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
293,118
22,343
379,544
Non-cash amortization of right of use assets
82,015
7,228
58,727
Share-based compensation
31,111
1,954
14,752
Impairment charges
181,620
—
248,879
Non-cash amortization of debt discounts, debt issuance costs and fair value
adjustments
77,282
1,004
11,707
Loss on extinguishment of debt
93,120
—
—
Gain on sale-leaseback, net
—
—
(86,254)
Loss on disposal of business
—
—
27,796
Deferred income taxes
4,665
(3,010)
23,947
Change in fair value of fair value option assets
(218,950)
—
—
Loss from equity method investments
3,264
594
1,850
Change in value of performance warrants
—
1,180
13,965
Change in contingent consideration payable
63,176
786
1,343
Foreign exchange loss (gain)
34,768
(194)
(10,271)
Other operating activities
35,436
1,545
15,371
Changes in current operating assets and liabilities
(26,100)
(62,592)
(19,603)
Net cash used in (provided by) operating activities
(11,014)
(80,186)
113,999
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired
2,117,529
—
(788)
Proceeds from sale-leaseback transactions
—
—
388,000
Cash paid for shares in Intralot
(13,799)
—
—
Cash paid for The Star Investment
(127,629)
—
—
Capital expenditures
(167,869)
(16,424)
(199,827)
Proceeds from sale of property and equipment to GLPI
68,816
—
—
Cash paid for capitalized software
(35,468)
(2,315)
(44,864)
Cash and cash equivalents transferred in sale of business
—
—
(4,178)
Restricted cash transferred in sale of business
—
—
(37,541)
Acquisition of gaming licenses
(3,002)
—
(2,508)
Other investing activities
3,711
1,042
(459)
Net cash provided by (used in) investing activities
1,842,289
(17,697)
97,835
Cash flows from financing activities:
Issuance of long-term debt
1,330,000
97,000
440,000
Repayments of long-term debt
(1,938,818)
(10,000)
(794,450)
Debt prepayment premium
(37,842)
—
—
Deferred payables, net
(41,437)
11,064
73,709
Payment of financing fees
(21,326)
—
—
Share repurchases
(416,180)
—
—
Purchase of incremental Intralot shares
(21,833)
—
—
Bally’s Chicago Inc. share issuance
18,132
—
—
Other financing activities
(11,887)
(76)
(7,099)
Net cash (used in) provided by financing activities
(1,141,191)
97,988
(287,840)
Effect of foreign currency on cash and cash equivalents
(14,300)
(457)
(8,002)
Net change in cash and cash equivalents and restricted cash
675,784
(352)
(84,008)
Cash and cash equivalents and restricted cash, beginning of period
230,902
231,254
315,262
Cash and cash equivalents and restricted cash, end of period
$906,686
$230,902
$231,254
14
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1, 2025
to February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized
$340,739
$39,069
$314,245
Non-cash investing and financing activities:
Unpaid property and equipment
$23,963
$15,772
$20,256
Unpaid capitalized software
1,904
6,158
5,419
Consideration for purchase of Intralot
1,604,756
—
—
Non-controlling interest acquired
1,063,663
—
(428)
Consideration issued for the Company Merger
955,647
—
—
Consideration issued for the Queen Merger
555,751
—
—
Initial recognition of Bally’s International Interactive non-controlling interest
(534,324)
—
—
Unpaid New York gaming license fee
500,000
—
—
Intralot shares received as settlement of loan receivable
46,905
—
—
Consideration receivable from sale of assets
3,474
—
—
Sale of business in exchange for note receivable
—
—
32,868
Investment in GLP Capital, L.P.
—
—
6,837
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1, 2025
to February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents
$798,423
$173,549
$171,233
Restricted cash
108,263
57,353
60,021
Total cash and cash equivalents and restricted cash
$906,686
$230,902
$231,254
The accompanying notes are an integral part of these consolidated financial statements.
15
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.GENERAL INFORMATION
Bally’s Corporation (the “Company,” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and
resorts and online gaming (“iGaming”) businesses. As of December 31, 2025 (Successor), the Company owns and manages the
following properties within its Casinos & Resorts reportable segment:
Casinos and Resorts
Location
Type
Built/
Acquired
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)
Lincoln, Rhode Island
Casino and Resort
2004
Bally’s Arapahoe Park
Aurora, Colorado
Racetrack/OTB Site
2004
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)(2)
Biloxi, Mississippi
Casino and Resort
2014
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2)
Tiverton, Rhode Island
Casino and Hotel
2018
Bally’s Dover Casino Resort (“Bally’s Dover”)(2)
Dover, Delaware
Casino, Resort and Raceway
2019
Bally’s Black Hawk(1)(2)
Black Hawk, Colorado
Three Casinos
2020
Bally’s Kansas City Casino (“Bally’s Kansas City”)(2)
Kansas City, Missouri
Casino
2020
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)
Vicksburg, Mississippi
Casino and Hotel
2020
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)
Atlantic City, New Jersey
Casino and Resort
2020
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)(2)
Shreveport, Louisiana
Casino and Hotel
2020
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)
Lake Tahoe, Nevada
Casino and Resort
2021
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)(2)
Evansville, Indiana
Casino and Hotel
2021
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)(2)
Rock Island, Illinois
Casino and Hotel
2021
Bally’s Chicago Casino (“Bally’s Chicago”)(3)
Chicago, Illinois
Casino
2023
Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”)
Bronx, New York
Golf Course
2023
The Queen Baton Rouge(2)
Baton Rouge, Louisiana
Casino
2025
Bally’s Baton Rouge Casino and Hotel (“Bally's Baton Rouge”)(2)
Baton Rouge, Louisiana
Casino and Hotel
2025
Casino Queen Marquette(2)
Marquette, Iowa
Casino
2025
DraftKings at Casino Queen(2)
East St. Louis, Illinois
Casino and Hotel
2025
__________________________________
(1)Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.
(2)Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 15 “Leases” for further information.
(3)Temporary casino facility as permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI.
The Company’s Bally's Intralot B2B reportable segment includes Intralot’s global business-to-business (“B2B”) operations and
licensing revenue generating operations. Intralot was acquired by the Company in the fourth quarter of 2025. Refer to
“Acquisition of Intralot” subsection below for further information.
The Company’s Bally's Intralot B2C reportable segment includes the Company’s business-to-consumer (“B2C”) gaming
operations in international jurisdictions and one casino property, Bally's Newcastle, in the UK.
The North America Interactive reportable segment includes a portfolio of sports betting and iGaming offerings in the United
States and Canada.
Agreement and Plan of Merger
On February 7, 2025, the Company completed the previously announced transactions under the Agreement and Plan of Merger
(as amended, the “Merger Agreement”) with SG Parent LLC, a Delaware limited liability company (“Parent”), The Queen
Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (“Queen”), Epsilon Sub I, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Epsilon Sub II, Inc., a Delaware corporation and
wholly owned subsidiary of the Company (“Merger Sub II”, and together with the Company and Merger Sub I, the “Company
Parties”), and, solely for purposes of specified provisions thereof, SG CQ Gaming LLC, a Delaware limited liability company
(“SG Gaming” and together with Parent and Queen, the “Buyer Parties”). On February 7, 2025, as a result of the transactions,
Parent and its affiliates beneficially owned 73.8% of the issued and outstanding Company common stock.
16
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the Merger Agreement, (i) SG Gaming contributed to the Company all shares of common stock of Queen that it
owned (the “Queen Share Contribution”) in exchange for 26,909,895 shares of common stock of the Company (“Company
Common Stock”) based on a 2.4536890595 share exchange ratio, (ii) the Company issued approximately 3,542,201 shares of
Company Common Stock to the other stockholders of Queen, (iii) immediately thereafter, Merger Sub I merged into the
Company (the “Company Merger”), with the Company surviving the Company Merger and (iv) immediately thereafter, Merger
Sub II merged into Queen (the “Queen Merger,” and together with the Company Merger, the “Merger”), with Queen surviving
the Queen Merger as a direct, wholly owned subsidiary of the Company.
At the effective time of the Merger, each share of the Company’s Common Stock issued and outstanding (other than shares of
common stock owned by (i) the Company or any of its wholly owned subsidiaries, (ii) Parent or any of Parent’s affiliates, (iii)
by holders exercising statutory appraisal rights; (iv) by SG Gaming following the Queen Share Contribution; or (v) by holders
who have elected to have such shares remain issued and outstanding following the Company Merger (a “Rolling Share
Election”)) were converted into the right to receive cash consideration equal to $18.25 per share of common stock (the “Per
Share Price”). Each holder of shares of Company Common Stock (other than the Company or its subsidiaries) had the option to
make a Rolling Share Election.
Concurrently with the Merger Agreement, the Company and Parent entered into support agreements with Standard RI Ltd.
(“SRL”) (the “SG Support Agreement”), SBG Gaming, LLC, a designated subsidiary of Sinclair (“SBG”) (the “SBG Support
Agreement”), and Noel Hayden (the “Hayden Support Agreement”), collectively known as the “Support Agreements”. The
Support Agreements obligated the parties to vote their respective shares in favor of the Merger Agreement and related
transactions, and to make a Rolling Share Election for their shares, including those acquired through options or warrants.
Additionally, under the SBG Support Agreement, SBG agreed to waive its right to the options it previously acquired under a
Framework Agreement originally entered into in 2020 (the “Framework Agreement”), upon completion of the Merger, and in
exchange, the Company issued SBG warrants to purchase 384,536 shares of the Company’s common stock under substantially
similar terms to the Penny Warrants issued to SBG under the Framework Agreement. In connection with the Merger, as of
February 7, 2025, all outstanding Performance Warrants became immediately exercisable at a price of $0.01 per share.
Acquisition of Intralot
In 2025, following the Queen Merger, the Company held an investment in Bally’s Intralot S.A. (“Intralot”), which was
accounted for as an equity method investment under the fair value option. The total initial investment represented
approximately 26.86% of Intralot’s outstanding shares. As part of this investment structure, the Company held a €25.0 million
delayed draw term loan receivable from a third‑party investment holding company, the repayment of which was contractually
tied to the delivery of Intralot shares. During the three months ended June 30, 2025 (Successor), the Company settled this
outstanding delayed draw term loan by receiving 34.3 million shares of Intralot in full satisfaction of the loan, consistent with
the fair value model that estimated repayment based on the value of Intralot shares. In addition, on June 30, 2025, the Company
purchased 4.8 million additional Intralot shares for €1.06 per share. These transactions collectively triggered a mandatory tender
offer for the remaining outstanding shares of Intralot. During the three months ended September 30, 2025 (Successor), the
mandatory tender offer was completed, and the Company’s acquired an additional 6.1 million shares of Intralot, increasing its
ownership to 34.35% of Intralot’s outstanding shares prior to the transaction described below.
On October 8, 2025 (the “Intralot Closing Date”), the Company completed the previously announced acquisition under the
transaction agreement (the “Transaction Agreement”) of Intralot, pursuant to which Intralot agreed to acquire Bally’s
International Interactive through a combined cash-and-equity transaction. Pursuant to the Transaction Agreement, (i) Intralot
paid the Company $1.8 billion in cash and issued approximately 873.7 million new shares in exchange for all of the issued and
outstanding capital stock of Bally’s Holdings Limited which held Bally’s International Interactive, (ii) the Company’s
ownership of Intralot increased to a controlling 57.9% interest through the issuance of equity to the Company’s consolidated
subsidiary Premier Entertainment Sub, LLC via PE Sub Holdings LLC, an indirect wholly owned subsidiary of the Company,
making the Company the majority shareholder of Intralot (the “Intralot Transaction”).
As a result of obtaining a controlling financial interest in Intralot, the Company retained control of Bally’s International
Interactive, via Bally’s Holdings Limited, throughout the transaction. On the Intralot Closing Date, legal ownership of Bally’s
Holdings Limited transferred from Premier Entertainment Sub to Intralot; however, Bally’s Corporation simultaneously
obtained control of Intralot. Accordingly, Bally’s maintained control of Bally’s International Interactive, and as a result, the
transfer of Bally’s International Interactive was accounted for as an equity transaction with the initial recognition of a 42.1%
non-controlling interest, and no gain or loss was recognized in earnings.
17
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“US GAAP”) and include the accounts of the Company, its majority-owned
subsidiaries and entities the Company identifies as variable interest entities (“VIEs”), of which the Company is determined to
be the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Any prior year
amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign
subsidiaries are translated into US Dollars (“USD”) using exchange rates in effect at period-end for assets and liabilities and
average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement
translations are reflected as a separate component of accumulated other comprehensive income (loss). Foreign currency
transaction gains and losses are included in net income (loss).
As described in Note 1, “General Information”, the Company completed the Merger with Queen on February 7, 2025 (the
“Closing”), with Queen surviving the Merger as a wholly-owned subsidiary of the Company. The Parent and its affiliates
maintained a controlling financial interest, as defined by ASC 810, Consolidation, in Queen before and after the Merger, and in
the Company upon consummation of the Merger. The Merger with Queen was accounted for as a transaction between entities
under common control because the Parent and its affiliates contributed a wholly owned subsidiary into the Company, which
became a controlled subsidiary of the Parent and its affiliates upon consummation of the merger. The Company has elected to
push down its Parent’s basis in its net assets into its consolidated financial statements, and as a result, unless the context
otherwise requires, the “Company,” for periods prior to the Closing refers to Bally’s (“Predecessor”), and for the periods after
the Closing refers to the combined Company of Bally’s and Queen (“Successor” or the “Company”). As a result of the Merger,
the results of operations, financial position and cash flows of the Predecessor and the Successor are not directly comparable. As
Bally’s was deemed to be the predecessor entity, the historical financial statements of Bally’s became the historical financial
statements of the combined Company, upon the consummation of the Merger. As a result, the financial statements included in
this report reflect (i) the historical operating results of Bally’s prior to the Merger and (ii) the combined results of the Company
following the Closing. The accompanying consolidated financial statements include a Predecessor period, which includes the
period through February 7, 2025 concurrent with the Merger, and a Successor period from February 8, 2025 through
December 31, 2025. A black line between the Successor and Predecessor periods has been placed in the consolidated financial
statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between
these two periods.
Certain adjustments have been made to Queen’s historical carrying values to conform accounting policies with the Company,
with any such adjustments being recorded to equity. The preliminary purchase price of Queen is estimated based on the fair
value of all existing and outstanding shares of Queen that were exchanged for shares of Company common stock, with the net
effect of the transaction being charged to equity.
The preliminary purchase price of Queen and adjustment to equity resulting from the merger consists of the following:
(in thousands, except share and per share data)
Amount
Queen common stock outstanding on February 7, 2025
10,967,117
Per share ratio
2.45
Equivalent Bally’s common stock to be issued
26,909,895
Bally’s common stock issued to settle Queen’s outstanding warrant and restricted stock awards
3,542,201
Total Bally’s shares issued for Queen shares outstanding
30,452,096
Share price per Merger Agreement
$18.25
Total purchase price
$555,751
Less: Queen net assets assumed
217,027
Equity adjustment associated with the Queen merger
$338,724
For the period from February 8, 2025 to December 31, 2025 (Successor), revenue and net income from Queen was $216.0
million and $30.8 million, respectively.
18
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Star Entertainment Group Investment
On April 7, 2025 (Successor), the Company entered into a Binding Term Sheet with The Star Entertainment Group Limited
(“The Star”), an ASX-listed company, to invest up to A$300.0 million in a multi-tranche issuance of convertible notes and
subordinated debt (the “Investment”). On April 8, 2025 (Successor), The Star announced a commitment from its largest
shareholder, Investment Holdings Pty, to subscribe for A$100.0 million of the Investment, reducing the Company’s
commitment to A$200.0 million. On April 9, 2025 (Successor), the Company funded A$66.7 million, consisting of Tranche 1A
convertible notes of A$22.2 million (“the Convertible Notes”) and subordinated debt with a principal amount of A$44.4
million. Additionally, on May 23, 2025 (Successor), the Company and The Star entered into a Subscription Agreement and a
Subordination Deed Poll in favor of certain The Star’s senior lenders.
Following shareholder approval, the Company funded an additional principal amount of A$66.7 million in subordinated debt on
June 27, 2025 (Successor) and the remainder of the Company’s A$66.7 million commitment (the “Forward Obligation”) in
subordinated debt (together with the A$44.4 million and A$66.7 million, the “Subordinated Notes”) on October 9, 2025
(Successor). Both the Convertible Notes and Subordinated Notes matured on July 2, 2029, and bore interest at an annual rate of
9%, paid in-kind and compounded quarterly.
These investments were accounted for as debt securities under ASC 320, Investments - Debt Securities, for which the Company
had elected the fair value option allowed by ASC 825, Financial Instruments. Under the fair value option, the investment is
remeasured at fair value at each reporting period, with changes in fair value included within Other non-operating income
(expense), net. During the period from February 8, 2025 to December 31, 2025 (Successor), the Company recognized $3.9
million of interest income from the Star Investment, which it has elected to present as part of the total change in fair value. The
Company measures fair value using a binomial lattice model as well as a discounted cash flow model, classified within Level 3
of the hierarchy. Inputs to the valuation approach include the stock price and credit rating of The Star, volatility of 45%,
recovery rate of 10%, risk free rate of 3.6%, and the Company’s estimate of the probability of default.
During the fourth quarter of 2025, following all required regulatory approvals and pursuant to the terms of the Subscription
Agreement, The Star issued Tranche 2 convertible notes. Using the principal value of the Subordinated Notes as payment, the
Company effectively swapped the Subordinated Notes for Tranche 2 convertible notes. On November 28, 2025 (Successor), the
Company converted the principal amount of the outstanding convertible notes into 2.5 billion ordinary shares of The Star at a
conversion price of A$0.08 per share, giving the Company a 37.7% equity interest in The Star. The Company accounts for its
equity interest in The Star as an equity method investment under the fair value option.
Equity Method Investments
In 2025, following the Queen Merger, the Company had an investment in Intralot. The total initial investment represented
approximately 26.86% of the outstanding shares of Intralot. During the fourth quarter of 2025, the Company acquired a
controlling financial interest in Intralot as described in Note 1, “General Information” and will account for the Intralot
Transaction as a business combination (refer to Note 7 “Business Combinations” for further information). Prior to the Intralot
Transaction, the Company accounted for its shares as an equity method investment under the fair value option.
The Company also has other investments in unconsolidated subsidiaries, which are accounted for using equity method
accounting. The Company records its share of net income or loss and changes in fair value for equity method investments
accounted for under the fair value option within “Other non-operating income (expense), net” in the consolidated statements of
operations. Refer to Note 4 “Consolidated Financial Information” for further information.
Variable Interest Entities
The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the
primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit
the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the
characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary
beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly
impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could
potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary
beneficiary.
In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors,
including, but not limited to which activities most significantly impact the VIE’s economic performance and which party
controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected
profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values
and performance of assets held by these VIEs and general market conditions.
19
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual
arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a
portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.
Related Parties
The Company evaluates related parties pursuant to ASC 850, Related Party Disclosures (“ASC 850”). Related parties include
VIE entities, shareholders of significant subsidiaries, key management personnel of the Company, and equity method
investments held by the Company. Refer to Note 3 “Related Party Transactions” for further information.
Non-controlling interest
As described in Note 1, “General Information,” on October 8, 2025 the Company acquired a controlling financial interest in
Intralot. In connection with the transaction, Bally’s International Interactive, a wholly owned subsidiary, was contributed to
Intralot. As a result, the Company consolidates Intralot and its subsidiaries, including Bally’s International Interactive, and the
equity interests in Intralot held by third parties are reflected as a noncontrolling interest in the Company’s Consolidated
Statements of Stockholders’ Equity. The non-controlling interest recognized at the Intralot Closing Date represents (i) the fair
value of the equity interests in Intralot held by third parties, which is based on Intralot’s closing share price as of that date and
(ii) the carrying value of the noncontrolling interests attributable to Bally’s International Interactive. As of December 31, 2025
(Successor), third parties held approximately 41.2% of the outstanding equity interests in Intralot. Net loss attributable to non-
controlling interest was $9.2 million for the period from February 8, 2025 to December 31, 2025 (Successor).
During the first quarter of 2025, Bally’s Chicago, Inc., a consolidated subsidiary of the Company, successfully completed a
private placement, whereby shares of Class A-1, A-2, A-3 and A-4 were issued to third parties for total consideration of $12.4
million, net of $0.8 million of issuance costs. Additionally, on August 14, 2025 (Successor), Bally’s Chicago, Inc. completed its
public offering and concurrent private placement, whereby additional shares of Class A-1, A-2, A-3 and A-4 were issued for
total consideration of $5.8 million, net of $0.3 million of issuance costs. As of December 31, 2025 (Successor), the Company’s
non-controlling interest in Bally’s Chicago, Inc. is 10.5%. Net loss attributable to non-controlling interest was $6.3 million for
the period from February 8, 2025 to December 31, 2025 period from February 8, 2025 to December 31, 2025 (Successor).
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with US GAAP requires management to make estimates and judgments
that affect the reported amounts of assets and liabilities and revenues and expenses and related disclosures of contingent assets
and liabilities. On an ongoing basis, the Company evaluates its estimates and judgments including those related to contingent
value rights, the allowance for credit losses, valuation of goodwill and intangible assets, recoverability and useful lives of
tangible and intangible long-lived assets, accruals for potential liabilities related to any lawsuits or claims brought against the
Company, fair value of financial instruments, capitalized software development costs, stock compensation and valuation
allowances for deferred tax assets. The Company bases its estimates and judgments on historical experience and other relevant
factors impacting the carrying value of assets and liabilities. Actual results may differ from these estimates.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or
less. Restricted cash includes player deposits, payment service provider deposits, cash collateral in connection with amounts
previously due to the Chicago Tribune, and VLT and table games related cash payable to certain states where we operate, which
are unavailable for the Company’s use.
Concentrations of Credit Risk
The Company’s financial instruments which potentially expose the Company to concentrations of credit risk consisted of cash
and cash equivalents and trade receivables. The Company maintains cash with financial institutions in excess of federally
insured limits, however, management believes the credit risk is mitigated by the quality of the institutions holding such
deposits.
20
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable, Net
Accounts receivable, net consists of the following:
Successor
Predecessor
(in thousands)
December 31,
2025
December 31,
2024
Amounts due from GLPI(1)
$63,172
$—
Non-gaming receivables
93,698
27,803
Gaming receivables
24,392
20,700
Accounts due from Rhode Island and Delaware(2)
14,101
14,135
Accounts receivable
195,363
62,638
Less: Allowance for credit losses
(1,412)
(7,152)
Accounts receivable, net
$193,951
$55,486
__________________________________
(1)Represents amounts due from GLPI related to the development of the Company’s future permanent casino resort in Chicago. Refer to Note 15 “Leases”
for further information.
(2)Represents the Company’s share of VLT and table games revenue for Bally’s Twin River and Bally’s Tiverton due from the State of Rhode Island and for
Bally’s Dover from the State of Delaware.
An allowance for credit losses is determined to reduce the Company’s receivables for amounts that may not be collected. The
allowance is estimated based on historical collection experience, current economic and business conditions and forecasts that
affect the collectability and review of individual customer accounts and any other known information. Activity for the
allowance for credit losses is as follows (in thousands):
Allowance for credit losses as of December 31, 2023 (Predecessor)
$6,048
Charged to expense
1,990
Deductions
(886)
Allowance for credit losses as of December 31, 2024 (Predecessor)
7,152
Charged to expense
96
Deductions
(129)
Allowance for credit losses as of February 7, 2025 (Predecessor)
$7,119
Allowance for credit losses as of February 8, 2025 (Successor)
$—
Charged to expense
3,655
Deductions
(2,243)
Allowance for credit losses as of December 31, 2025 (Successor)
$1,412
Inventory
Inventory is stated at the lower of cost or net realizable value on either a first-in, first-out or weighted average cost basis and
consists primarily of food, beverage, promotional items, other supplies and technology hardware and terminals used in the
Company’s consumer lottery business.
21
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if applicable. Expenditures
for renewals and betterments that extend the life or value of an asset are capitalized and expenditures for repairs and
maintenance are charged to expense as incurred. The costs and related accumulated depreciation applicable to assets sold or
disposed of are removed from the balance sheet accounts and the resulting gains or losses are reflected in the consolidated
statements of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets or
the related lease term, if any, as follows:
Years
Land improvements
10-20
Building and improvements
2-50
Equipment
2-10
Furniture and fixtures
2-10
Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost
of the project during the periods in which activities necessary to prepare the property for its intended use are in progress.
Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no
debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted average
cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially
complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until
such activities are resumed. The Company recorded capitalized interest of $4.8 million, $0.8 million, and $8.0 million during
the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025
(Predecessor), and the year ended December 31, 2024 (Predecessor), respectively. Refer to Note 15 “Leases” for further
information on capitalized interest in connection with the Company’s Bally’s Chicago permanent casino development.
Leases
The Company determines if a contract is or contains a lease at the contract inception date or the date on which a modification of
an existing contract occurs. A contract is or contains a lease if the contract conveys the right to control the use of an identified
asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (i) the
right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii)
the right to direct the use of the identified asset.
Upon adoption of ASC 842, Leases, (“ASC 842”) the Company elected to account for lease and non-lease components as a
single component for all classes of underlying assets. Additionally, the Company elected to not recognize short-term leases
(defined as leases that are less than 12 months and do not contain purchase options) within the consolidated balance sheets.
The Company recognizes a lease liability for the present value of lease payments at the lease commencement date using its
incremental borrowing rate commensurate with the lease term based on information available at the commencement date unless
the rate implicit in the lease is readily determinable.
Certain of the Company’s leases include renewal options and escalation clauses; renewal options are included in the calculation
of the lease liabilities and right of use assets when the Company determines it is reasonably certain to exercise the options.
Variable expenses generally represent the Company’s share of the landlord’s operating expenses and consumer price index
(“CPI”) increases. Rent expense associated with the Company’s long and short term leases and their associated variable
expenses are reported in total operating costs and expenses within the consolidated statements of operations.
Goodwill
Goodwill consists of the excess of acquisition costs over the fair value of net assets acquired in business combinations.
Goodwill is not amortized, but is reviewed for impairment annually as of October 1st, or when events or changes in the
business environment indicate that the carrying value of the reporting unit may exceed its fair value, by comparing the fair
value of each reporting unit to its carrying value, including goodwill.
When assessing goodwill for impairment, first, qualitative factors are assessed to determine whether it is more likely than not
that the fair value of a reporting unit is less than its carrying value. Items that are considered in the qualitative assessment
include, but are not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial
performance. If the results of the qualitative assessment indicate it is more likely than not that a reporting unit’s carrying value
exceeds its fair value, or if the Company elects to bypass the qualitative assessment, a quantitative goodwill test is performed.
22
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Intangible Assets
The Company’s intangible assets primarily consist of customer relationships, developed technology, internally developed
software, gaming licenses, backlog and trade names.
For its finite-lived intangible assets, the Company establishes a useful life upon initial recognition based on the period over
which the asset is expected to contribute to the future cash flows of the Company and periodically evaluates the remaining
useful lives to determine whether events and circumstances warrant a revision to the remaining amortization period. Finite-lived
intangible assets are amortized over their remaining useful lives in a pattern in which the economic benefits of the intangible
asset are consumed, which is generally on a straight-line basis. The Company reviews the carrying amount of its finite-lived
intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may
not be recoverable. Should events and circumstances indicate finite-lived intangible assets may not be recoverable, the
Company performs a test for recoverability whereby estimated undiscounted cash flows are compared to the carrying values of
the assets. Should the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the
undiscounted cash flows do not exceed the carrying values, an impairment is recorded based on the fair value of the asset.
Customer Relationships - The Company considers customer relationships to be finite-lived intangible assets, which are
amortized over their estimated useful lives, and are recognized as the result of a business combination.
Developed Technology - Developed technology relates to the design and development of sports betting and casino gaming
software and online gaming products acquired through business combinations. Developed technology is considered to be a
finite-lived intangible asset, which are amortized over their estimated useful lives.
Internally Developed Software - Software that is developed for internal use is accounted for pursuant to ASC 350-40,
Intangibles, Goodwill and Other - Internal-Use Software. Qualifying costs incurred to develop internal-use software are
capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the
completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized
costs include compensation for employees who develop internal-use software and external costs related to development of
internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for
its intended purpose. Once placed into service, internally developed software is amortized on a straight-line basis over its
estimated useful life, which is generally five years. All other expenditures, including those incurred in order to maintain an
intangible asset’s current level of performance, are expensed as incurred.
Gaming Licenses - Gaming licenses obtained through business combinations are generally recorded at their fair values through
purchase accounting using the Greenfield Method under the income approach. Gaming licenses accounted for as asset
acquisitions are valued at cost. The Company considers its gaming licenses to be finite lived intangibles assets, amortized over
the individual license’s estimated useful life, which is determined by various factors such as the regulatory life of the license,
costs to renew, and whether the real property assets used to operate the license are subject to a long term lease.
Trade Names - Certain trade names are classified as finite-lived based on expectations of future use and are amortized over their
estimated useful lives. The Company also has certain trade names, which are considered to be indefinite lived based on future
expectations of continuing to brand its corporate name and certain properties and online gaming operations under the Bally’s
trade name indefinitely. Intangible assets not subject to amortization are reviewed for impairment annually as of October 1 and
between annual test dates whenever events or changes in circumstances may indicate that the carrying amount of the related
asset may exceed its fair value.
Backlog - Represents the estimated fair value of contracted customer orders and committed future sales that existed but were
not yet fulfilled as of the acquisition date. The valuation includes only revenues that are contractually agreed to and specifically
identifiable at the acquisition date and excludes assumptions about renewals, future sales beyond the contracted period, or
expected synergies.
Refer to Note 10 “Goodwill and Intangible Assets” for further information.
23
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Long-lived Assets
The Company reviews its long-lived assets, other than goodwill and intangible assets not subject to amortization, for indicators
of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may
not be recoverable. If an asset is still under development, the analysis includes the remaining construction costs. If the carrying
value of the asset exceeds the expected undiscounted future cash flows generated by the asset, the asset is written down to its
estimated fair value and an impairment loss is recognized.
Interest Expense, Net
Interest expense, net is comprised of interest costs for the Company’s debt, amortization of debt issuance costs, debt discounts
and fair value adjustments, interest costs associated with the Company’s deferred payable arrangements, net of interest income
earned on the note receivable (refer to Note 3 “Related Party Transactions”), amounts capitalized for construction projects,
realized changes in fair value relating to interest rate derivative contracts designated as cash flow hedges, and lease payments
associated with the Company’s financing obligation during the year ended December 31, 2023 (Predecessor).
Deferred Payables
In order to execute its strategy of improving working capital efficiency, the Company will, from time to time, participate in
trade finance or deferred payable initiatives, including programs that may extend trade terms with certain suppliers or vendors.
In certain cases, where the Company is not able to extend payment terms directly with suppliers or vendors, the Company will
consider deferred payable solutions that simulate such trade term extensions. These solutions generally involve entering into
exchange agreements with intermediary institutions who will make payment to the supplier or vendor within the original terms
on behalf of the Company, in exchange for a new bill with terms that conforms to the Company’s payment policy of net 90
days. The Company will then pay the new bill to the intermediary institutions, inclusive of any embedded premium, which the
Company records as “Interest expense, net,” within three months or less.
During the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7,
2025 (Predecessor) and the year ended 2024 (Predecessor), the Company borrowed $272.1 million, $79.6 million and $239.1
million, respectively, under these deferred payable arrangements and repaid $313.6 million, $68.5 million and $165.4 million,
respectively. For the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to
February 7, 2025 (Predecessor) and the years ended 2024 (Predecessor), the Company incurred $8.7 million, 0.5 million, and
$6.4 million of interest expense, respectively, under these arrangements. Amounts outstanding under these deferred payable
arrangements were $47.0 million and 72.8 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor),
respectively, and are included in “Accrued and other current liabilities” on the consolidated balance sheets. All outstanding
deferred payable arrangements as of December 31, 2025 (Successor) were held by Bally’s International Interactive.
Debt Issuance Costs, Debt Discounts and Fair Value Adjustments
Debt issuance costs and debt discounts incurred by the Company in connection with obtaining and amending financing, and fair
value adjustments in connection with business combinations have been included as a component of the carrying amount of debt
in the consolidated balance sheets. Debt issuance costs and debt discounts are amortized over the contractual term of the debt to
interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt
issuance costs, debt discounts and fair value adjustments are amortized using the effective interest method. Amortization of debt
issuance costs, debt discounts and fair value adjustments included in “Interest expense” in the consolidated statements of
operations was $77.3 million, $1.0 million, and $11.7 million for the period from February 8, 2025 to December 31, 2025
(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended December 31, 2024
(Predecessor), respectively.
Self-Insurance Reserves
The Company is self-insured for employee medical insurance coverage, general liability and workers’ compensation up to
certain stop-loss amounts. Self-insurance liabilities are estimated based on the Company’s claims experience using actuarial
methods to estimate the future cost of claims and related expenses that have been reported but not settled and that have been
incurred but not yet reported. The self-insurance liabilities are included in “Accrued and other current liabilities” in the
consolidated balance sheets and were $32.8 million and $23.9 million as of December 31, 2025 (Successor) and 2024
(Predecessor), respectively.
24
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Defined Contribution Plans
The Company operates defined contribution plans covering its non-union employees and certain union employees. The plans
allow for employee salary deferrals, which are matched at the Company’s discretion. Total employer contribution expense
attributable to defined contribution plans was $5.1 million, $1.0 million, and $10.3 million for the period from February 8, 2025
to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended
December 31, 2024 (Predecessor), respectively.
Share-Based Compensation
The Company accounts for its share-based compensation in accordance with ASC 718, Compensation - Stock Compensation
(“ASC 718”). The Company has one share-based employee compensation plan, which is described more fully in Note 16
“Equity Plans.” Share-based compensation consists of stock options, time-based restricted stock units (“RSUs”), restricted
stock awards (“RSAs”) and performance-based restricted stock units (“PSUs”). The grant date closing price per share of the
Company’s stock is used to estimate the fair value of RSUs and RSAs. Stock options are granted at exercise prices equal to the
fair market value of the Company’s stock at the dates of grant. The Company recognizes share-based compensation expense on
a straight-line basis over the requisite service period of the individual grants. PSUs vest, when and if earned, in accordance with
the terms of the related PSU award agreements. The Company recognizes share-based compensation expense based on the
target number of shares of common stock that may be earned pursuant to the award and the Company’s stock price on the date
of grant and subsequently adjusts expense based on actual and forecasted performance compared to planned targets. Forfeitures
are recognized as reductions to share-based compensation when they occur. 
Strategic Partnership - Sinclair Broadcast Group
In 2020, the Company and Sinclair Broadcast Group, Inc. (“Sinclair”) entered into the Framework Agreement, providing for a
long-term strategic relationship between Sinclair and the Company. Under the Framework Agreement, the Company issued to
Sinclair warrants to purchase up to 4,915,726 shares of the Company at an exercise price of $0.01 per share (“the Penny
Warrants”), a warrant to purchase up to 3,279,337 shares of the Company at an exercise price of $0.01 per share, subject to the
achievement of various performance metrics (the “Performance Warrants”), and an option to purchase up to 1,639,669
additional shares, in four tranches with purchase prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year
period beginning in November 2024 (the “Options”). Additionally, the Company is required to share 60% of the tax benefits it
realizes from the Penny Warrants, Options, Performance Warrants and other related payments. Changes in the estimate of the
tax benefit to be realized and tax rates in effect at the time, among other changes, were treated as an adjustment to the intangible
asset.
In connection with the Queen merger, as of February 7, 2025, all outstanding Performance Warrants became immediately
exercisable at a price of $0.01 per share and the Options were returned to the Company in exchange for 384,536 penny
warrants. The Performance Warrants were reclassified from liability to equity as of February 7, 2025. Refer to Note 12 “Fair
Value Measurements” for more information.
Bally’s Chicago Service Agreements
The Company is party to various agreements relating to the operations of certain services at the Company’s Bally’s Chicago
Casino facilities, including a long-term management agreement with a provider to operate and manage certain hospitality
services at its permanent casino and resort upon opening. The Company expects to receive $50.0 million towards the
construction and build out of certain casino facilities related to such services, payable in installments over 2 years, subject to
certain conditions precedent (the “Bally’s Chicago Construction Investments”). Under the aforementioned hospitality services
agreement, the Company received $4.4 million of Bally’s Chicago Construction Investments in the third quarter of 2025. The
Bally’s Chicago Construction Investments are recorded in “Other long-term liabilities” and will be amortized as a reduction of
Non-gaming operating costs and expenses over the contract term upon commencement of operations at the permanent casino
and resort. Upon commencement of the management services, the Company will pay a management fee and a share of net
receipts to the providers, as applicable, which will be recognized as Non-gaming operating costs and expenses as incurred.
Revenue
The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with
Customers (“ASC 606”). The Company generates revenue from six principal sources: gaming (which includes retail gaming,
online gaming, consumer lottery, sports betting and racing), hotel, food and beverage, licensing, technology services and retail,
entertainment and other. Refer to Note 6 “Revenue Recognition” for further information.
25
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Gaming Expenses
Gaming expenses include, among other things, payroll costs and expenses associated with the operation of VLTs, slots and
table games, including gaming taxes payable to jurisdictions in which the Company operates outside of Rhode Island and
Delaware, and certain marketing costs directly associated with the Company’s iGaming products and services. Gaming
expenses also include racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses
associated with the operation of live racing and simulcasting.
Advertising Expenses
The Company expenses advertising costs as incurred. Advertising expenses, including production and agency fees of
campaigns, for the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to
February 7, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor), was $12.9 million, $0.9 million, and
$12.2 million, respectively. The above advertising expenses are included in “General and administrative” on the consolidated
statements of operations. Additionally, the Company incurred certain advertising and marketing costs directly associated with
the Company’s iGaming products and services of $121.1 million, $12.6 million, and $170.1 million during the period from
February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the
year ended December 31, 2024 (Predecessor), respectively. These costs are included within Gaming expenses in the
consolidated statements of operations.
Income Taxes
The Company prepares its income tax provision in accordance with ASC 740, Income Taxes. Under the asset and liability
method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the period that the rate change is enacted. A valuation
allowance is required when it is “more likely than not” that all or a portion of the deferred taxes will not be realized. The
consolidated financial statements reflect expected future tax consequences of uncertain tax positions presuming the taxing
authorities’ full knowledge of the position and all relevant facts.
Loss Per Share
Basic loss per common share is calculated in accordance with ASC 260, Earnings Per Share, which requires entities that have
issued securities other than common stock that participate in dividends with common stock (“participating securities”) to apply
the two-class method to compute basic loss per common share. The two-class method is an earnings allocation method under
which basic loss per common share is calculated for each class of common stock and participating security as if all such
earnings had been distributed during the period. To calculate basic loss per share, the earnings allocated to common shares is
divided by the weighted average number of common shares outstanding, contingently issuable warrants and RSUs, RSAs and
PSUs for which no future service is required as a condition to the delivery of the underlying common stock (collectively, basic
shares).
Foreign Currency
The Company’s functional currency is the US Dollar (“USD”). Foreign subsidiaries with a functional currency other than USD
translate assets and liabilities at current exchange rates at the end of the reporting periods, while income and expense accounts
are translated at average exchange rates for the respective periods. Translation adjustments resulting from this process are
recorded to other comprehensive income (loss). Gains or losses from foreign currency remeasurements that arise from exchange
rate fluctuations on transactions denominated in a currency other than the functional currency are included in “Other non-
operating income (expense), net” on the consolidated statements of operations.
Comprehensive Income (Loss)
Comprehensive income (loss) includes changes in equity that result from transactions and economic events from non-owner
sources. Comprehensive income (loss) consists of net income (loss), changes in defined benefit pension plan, net of tax, foreign
currency translation adjustments, net of tax and unrealized gains (losses) relating to cash flow and net investment hedges, net of
tax.
26
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Treasury Stock
The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These
shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and
issued shares but excluded from outstanding shares.
Business Combinations
The Company accounts for its acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”). The Company
initially allocates the purchase price of an acquisition to the assets acquired and liabilities assumed based on their estimated fair
values, with any excess of consideration transferred recorded as goodwill. If the estimated fair value of net assets acquired and
liabilities assumed exceeds the purchase price, the Company records a gain on bargain purchase in earnings in the period of
acquisition. The results of operations of acquisitions are included in the consolidated financial statements from their respective
dates of acquisition. Costs incurred to complete the business combination such as investment banking, legal and other
professional fees are not considered part of consideration and are charged to general and administrative expense as they are
incurred.
Segments
Operating segments are identified as components of an enterprise that engage in business activities from which it recognizes
revenues and expenses, and for which discrete financial information is available and regularly reviewed by the chief operating
decision-maker in making decisions regarding resource allocation and assessing performance.
Fair Value Measurements
Fair value is determined using the principles of ASC 820, Fair Value Measurement. Fair value is described as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows:
•Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable
market data.
•Level 3: Unobservable inputs.
The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The
fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is
significant to the measurement.
Derivative Instruments Designated as Hedging Instruments
Cross Currency Swaps - The Company uses fixed-to-fixed cross-currency swap agreements to hedge its exposure to adverse
foreign currency exchange rate movements for its foreign operations. The Company has elected the spot method for designating
these contracts as net investment hedges. These derivative arrangements qualified as net investment hedges under ASC 815
through the date of the Intralot transaction, with the gain or loss resulting from changes in the spot value of the derivative
reported in other comprehensive income (loss) with amounts reclassified out of other comprehensive income (loss) into
earnings when the hedged net investment is either sold or substantially liquidated. Refer to Note 11 “Derivative Instruments”
for further information.
Interest Rate Contracts - The Company uses interest rate derivatives to hedge its exposure to variability in cash flows on its
floating-rate debt to add stability to interest expense and manage its exposure to interest rate movements. The Company’s
interest rate swaps and collars are designated as cash flow hedges under ASC 815, with changes in the fair value reported in
other comprehensive income (loss) and reclassified into “Interest expense, net” in the consolidated statements of operations in
the same period in which the hedged interest payments associated with the Company’s borrowings are recorded. Refer to Note
11 “Derivative Instruments” for further information.
27
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3.RELATED PARTY TRANSACTIONS
Disposition of Carved-Out Business
In the fourth quarter of 2024, the Company completed the sale of portions of its international interactive business in Asia and
certain other international markets in its Bally's Intralot B2C reportable segment (the “Carved-Out Business”) to a company
(the “Buyer”) formed by members of management of the Carved-Out Business for total consideration of $32.9 million, which
consisted of a €30 million seven-year term note, subject to applicable interest. The disposition includes the Company’s interest
in various contracts with Breckenridge Curacao B.V. (“Breckenridge”), which was previously determined to be a VIE and was
consolidated by the Company. The Company disposed of net assets of approximately $56.2 million, which include the
previously consolidated net assets of Breckenridge, and released foreign currency translation adjustments of $4.7 million.
Additionally, the Company held a net investment hedge on the net investment in the foreign operations sold and thus released
$9.1 million of accumulated other comprehensive income as a result of de-designating the hedge as of the disposal date. The
Company recorded a pre-tax loss of approximately $27.8 million upon the sale, which is included in “General and
administrative” in the consolidated statements of operations for the year ended December 31, 2024 (Predecessor). The net assets
disposed of consisted primarily of goodwill of $20.7 million, and working capital including cash and cash equivalents of $4.2
million and restricted cash of $37.5 million, which consists of player related funds and funds held with payment service
providers, net of liabilities.
Additionally in connection with the disposition, the Company acquired penny warrants that represent a 19.99% fully diluted
equity interest in the Carved-Out Business, for approximately $1.9 million, which as a result is an unconsolidated entity
accounted for under the equity method and is considered to be a related party under ASC 850.
Ownership of certain intellectual property previously owned by Bally’s and used by the Carved-Out Business has been
transferred into an independent trust (“the Trust”). The Trust licenses the use of such intellectual property to the Carved-Out
Business under a commercial license arrangement, with licensing fees paid to the Trust by the Buyer for a term of five years
(subject to annual automatic extension) based on net gaming revenues of the Carved-Out Business. Any proceeds generated
from the Trust property are distributed to the Company by the Trust and are recognized as licensing revenue and included in
“Non-gaming revenue” in the consolidated statements of operations, as development of iGaming capabilities remains a core
part of Bally’s strategy.
Licensing revenue recognized by the Company was $19.3 million, $3.7 million, and $6.9 million during the period from
February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and
the year ended December 31, 2024 (Predecessor), respectively.
During the period from February 8, 2025 to December 31, 2025, the Company recorded a provision for credit loss of $17.1
million, reducing the net carrying value of the seven-year term note to $17.1 million, included in Other assets within the
consolidated balance sheets, as of December 31, 2025 (Successor). The carrying value of the loan receivable was $31.2 million
as of December 31, 2024 (Predecessor) recorded in Other Assets.
The Company recorded interest income on the seven-year term note of $2.7 million, $0.3 million and $0.5 million included
within Interest expense, net in the consolidated statements of operations during the period from February 8, 2025 to December
31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31,
2024 (Predecessor), respectively. Receivables from this equity method investee are included in Accounts receivable, net and
were $6.1 million and $1.1 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively.
Variable Interest Entities
Management has concluded that the Trust established in connection with the aforementioned disposal of the Carved-Out
Business, is a VIE that will be consolidated based on the applicable criterion. Additionally, in connection with the acquisition of
a controlling interest in Intralot during the fourth quarter of 2025, the Company evaluated the variable interests held by Intralot
and concluded that DC09 LLC and Royal Highgate Ltd. are VIEs for which the Company is the primary beneficiary. As a
result, these entities are consolidated in the Company’s consolidated financial statements.
As of December 31, 2025 (Successor) and 2024 (Predecessor), consolidated VIEs had total assets of $60.8 million and
$263.9 million, respectively, and total liabilities of $18.6 million and $27.9 million, respectively. Consolidated VIEs had total
revenues of $19.3 million, $3.7 million and $169.8 million for the period from February 8, 2025 to December 31, 2025
(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024
(Predecessor), respectively.
28
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4.CONSOLIDATED FINANCIAL INFORMATION
General and Administrative Expense
Amounts included in General and administrative were as follows:
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Advertising, general and administrative(1)
$994,557
$100,969
$976,153
Acquisition and integration
109,509
2,199
24,729
Merger costs(2)
22,677
11,233
14,808
Provision for credit loss on long-term note receivable(3)
17,074
—
—
Loss on disposal of business(3)
—
—
27,796
Total general and administrative
$1,143,817
$114,401
$1,043,486
__________________________________
(1)For the year ended December 31, 2024 (Predecessor), includes $20.0 million of employee-related severance costs within the Company’s Casinos &
Resorts reportable segment related to the closure of its Tropicana Las Vegas casino on April 4, 2024. There was no restructuring liability as of
December 31, 2025 (Successor) and December 31, 2024 (Predecessor) on the consolidated balance sheets.
(2)Refer to Note 1 “General Information” for further information.
(3)Refer to Note 3 “Related Party Transactions” for further information.
Other Non-Operating Income (Expense)
Amounts included in Other non-operating income (expense), net were as follows:
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Gain on fair value of fair value option assets
$218,950
$—
$—
Change in value of contingent consideration
(63,176)
(786)
(1,343)
Net income (loss) from equity method investments
(3,264)
(594)
(1,850)
Change in value of performance warrants
—
(1,180)
(13,965)
Foreign exchange (loss) gain
(34,768)
194
10,271
Loss on extinguishment of debt
(93,120)
—
—
Other, net
338
1
2,342
Total other non-operating income (expense), net
$24,960
$(2,365)
$(4,545)
Interest Expense, Net
Amounts included in Interest expense, net were as follows:
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Interest income
$8,340
$(1)
$20,718
Interest expense
(373,573)
(27,228)
(310,347)
Total interest expense, net
$(365,233)
$(27,229)
$(289,629)
29
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Standards Implemented
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The
amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This update will be
effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU
2023-09 prospectively as of December 31, 2025. Refer to Note 18 “Income Taxes” for further information.
Standards to Be Implemented
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the
SEC’s Disclosure Update and Simplification Initiative. The amendments in this update align the requirements in the ASC to the
Securities and Exchange Commission’s (“SEC”) regulations. The effective date for each amended topic in the ASC is the date
on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective.
If by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from
the Codification and not become effective. Early adoption is prohibited. The Company is currently in the process of evaluating
the impact of this amendment on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update
require disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. This
update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods in fiscal years
beginning after December 15, 2027, with early adoption permitted. The disclosures required under the guidance can be applied
either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all
periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its
financial statement disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining
the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in this update revise the requirements
for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal
acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that
are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The amendments
in this update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those
annual reporting periods. The Company is currently evaluating the impact that this guidance will have on its financial
statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). The amendments clarify
guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for
under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current
conditions as of the balance sheet do not change for the remaining life of the asset. The amendments are effective for annual
reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with
early adoption permitted. The Company is evaluating the impact of the adoption of Update 2025-05 to the consolidated
financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic
350-40). The amendments in this update are intended to simplify the capitalization guidance by removing all references to
software development project stages so that the guidance is neutral to different software development methods. The
amendments in this update are effective for annual reporting periods after December 15, 2027. The Company is currently
evaluating the impact that this guidance will have on its financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Improvements to Hedge Accounting.
The amendments in this update address stakeholder concerns and intend to more closely align hedge accounting with the
economics of an entity’s risk management activities. The amendments are effective for fiscal years beginning after December
15, 2026, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its
financial statements and related disclosures.
30
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The
amendments in this update are intended to improve the clarity and navigability of interim reporting guidance and specify when
it applies. The ASU addresses the form and content of interim financial statements, adds a consolidated list of required interim
disclosures from other Codification topics, and establishes a principle requiring disclosure of events occurring after the end of
the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting
periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is
currently evaluating the impact that this guidance will have on its financial statements and related disclosures.
6. REVENUE RECOGNITION
The Company recognizes revenue in accordance with ASC 606, which requires the revenue to be recognized when a
performance obligation is satisfied by transferring the control of promised goods or services and is measured at the transaction
price or the amount of consideration that the Company expects to receive through satisfaction of the identified performance
obligations.
The Company generates revenue from six principal sources: (1) gaming (which includes retail gaming, online gaming,
consumer lottery, sports betting and racing), (2) hotel, (3) food and beverage, (4) licensing, (5) technology services and (6)
retail, entertainment and other.
Sales tax and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in
revenue or operating expenses.
Gaming Revenue
Performance Obligations
Retail gaming service contracts involving our land-based casinos, each have an obligation to honor the outcome of a wager and
to pay out an amount equal to the stated odds, including the return of the initial wager, if the customer receives a winning hand.
These elements of honoring the outcome of the hand of play and generating a payout are considered one performance
obligation, with an additional performance obligation for those customers earning incentives under the Company’s player
loyalty program.
Online gaming and sports betting represent a single performance obligation for the Company to operate contests or games and
award prizes or payouts to users based on results of the arrangement. For certain state-authorized sports betting contracts, the
Company operates and manages wagering services as an agent of the applicable government authority. Additionally, the use of
incentives across the online gaming products create future customer rights and are a separate performance obligation.
Racing revenue is earned through advance deposit wagering, which consists of patrons wagering through an advance deposit
account. Each wagering contract contains a single performance obligation.
Consumer lottery revenue is earned from jurisdictions where the Company has a license from the applicable government
authority to operate games to provide game management services. Each consumer lottery contract contains a single
performance obligation to stand ready to operate games and lotteries in the specific jurisdiction.
Transaction Price
The Company applies a practical expedient to account for its gaming contracts on a portfolio basis as such wagers have similar
characteristics and the Company reasonably expects the impact on the consolidated financial statements of applying the revenue
recognition guidance to the portfolio would not differ materially from the application of an individual wagering contract. The
transaction price for a retail gaming, online gaming or sports betting wagering contract is the difference between wins and
losses, not the total amount wagered. In addition, in the event of a multi-stage contest, the Company will allocate transaction
price ratably from contest start to the contest’s final stage.
The transaction price for racing operations, inclusive of live racing events conducted at the Company’s racing facilities, is the
commission received from the pari-mutuel pool less contractual fees and obligations, primarily consisting of purse funding
requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to the racing operations.
31
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the
obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program
contract liability based on the stand-alone selling price of the incentive earned. The performance obligation related to loyalty
program incentives are deferred and recognized as revenue upon redemption by the customer.
For certain consumer lottery contracts, payments to the applicable government authority for the license to operate are not
considered consideration payable to a customer under ASC 606. Accordingly, such payments are recognized as operating
expenses and are not presented as a reduction of revenue.
Revenue Recognition
The allocated revenue for retail gaming wagers is recognized when the wagering occurs as all such wagers settle immediately.
Online gaming revenue is recognized at the point in time when the player completes a gaming session and payout occurs.
Sports betting involves a player wagering money on an outcome or series of outcomes. If a player wins the wager, the Company
pays the player a pre-determined amount known as fixed odds, and its revenue is recognized as total wagers net of payouts
made and incentives awarded to players. Racing revenue includes several of our casinos and resorts’ share of wagering from
live racing and the import of simulcast signals, and is recognized upon completion of the wager based upon an established take-
out percentage. Consumer lottery revenue is recognized as tickets are sold and the variability is resolved.
Certain operations within the Company’s Casinos & Resorts and North America Interactive reportable segment act as an agent
in operating gaming services on behalf of the state in which they are licensed. At these respective casino properties, gaming
revenue is recognized when the wager is settled, which is when the customer has received the benefits of the Company’s
gaming services and the Company has a present right to payment. The Company recorded revenue from its operations in these
states on a net basis, which represents the percentage share entitled to the Company. Additionally, certain operations within the
Company’s B2C reportable segment act as an agent in providing virtual sports betting services on behalf of the applicable
government authority. The Company collects wagers from players, remits net proceeds to the applicable government authority
after payment of prizes, and retains a commission. As the Company does not control the underlying wagering activity, revenue
is recognized on a net basis in an amount equal to the commission to which the Company is entitled. Revenue is recognized
over time as wagering activity occurs and the outcome of the underlying bets is resolved.
Non-gaming Revenue
Performance Obligations
Hotel, food and beverage, licensing, and retail, entertainment and other services have been determined to be separate, stand-
alone performance obligations and revenue is recognized as the good or service is transferred at the point in time of the
transaction.
Technology services contracts involve the Company using its software to provide services related to customers’ lottery, VLT,
and sports betting operations. The Company will also provide related hardware and support services. Technology services
contracts can contain multiple performance obligations, including a performance obligation to stand ready to provide access to
the software throughout the contract term and distinct performance obligations for sales of related hardware and
implementation, customization, maintenance, and technical support services.
Transaction Price
The transaction price for hotel, food and beverage, licensing, and retail, entertainment and other, is the net amount collected
from the customer for such goods and services or under the license agreement. The estimated standalone selling price of hotel
rooms is determined based on observable prices. The standalone selling price of these goods and services are determined based
upon the actual retail prices charged to customers for those items.
The transaction price for technology services contracts is primarily variable and is generally based on either (i) a monthly fee
per enrolled machine, (ii) a percentage of gross revenue, or (iii) a percentage of net drop, which represents total amounts
wagered less winnings and payouts to players.
32
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition
Hotel revenue is recognized when the customer obtains control through occupancy of the room over their stay at the hotel.
Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met. Food, beverage and retail
revenues are recognized at the time the goods are sold from Company-operated outlets. Licensing revenue is recognized under
the sales-and usage-based royalty exception available in ASC 606 for licenses of intellectual property whereby revenue is
recognized in the period that the underlying sale or usage occurs as the fees due to the Company are contingent and based on
the customer’s usage of the intellectual property. Technology services revenues from the use of the Company’s software to
provide services to customers are recognized over time as the variability is resolved. Other revenue includes cancellation fees
for hotel and meeting space services, which are recognized upon cancellation by the customer, and golf revenues from the
Company’s operations of Bally’s Golf Links, which are recognized at the time of sale. Additionally, other revenue includes
market access and business-to-business service revenue generated by the Bally's Intralot B2B and North America Interactive
reportable segments, which is recognized at the time the goods are sold or the service is provided, and are included in Non-
gaming revenue within our consolidated statements of operations.
The following table provides a disaggregation of total revenue by segment (in thousands):
Casinos &
Resorts
Bally's
Intralot B2B
Bally's
Intralot B2C
North
America
Interactive
Corporate
& Other
Total
Period from February 8, 2025 to
December 31, 2025 (Successor)
 
 
 
 
Gaming
$1,072,888
$—
$749,651
$166,915
$—
$1,989,454
Non-gaming:
Hotel
119,409
—
—
—
—
119,409
Food and beverage
125,877
—
—
—
—
125,877
Licensing
—
20,880
—
—
—
20,880
Technology Services
—
64,369
—
—
—
64,369
Retail, entertainment and other
64,264
12,105
3,345
29,395
7,091
116,200
Total non-gaming revenue
309,550
97,354
3,345
29,395
7,091
446,735
Total revenue
$1,382,438
$97,354
$752,996
$196,310
$7,091
$2,436,189
Period from January 1, 2025 to
February 7, 2025 (Predecessor)
Gaming
$95,984
$—
$74,849
$14,934
$—
$185,767
Non-gaming:
Hotel
11,006
—
—
—
—
11,006
Food and beverage
11,304
—
—
—
—
11,304
Licensing
—
3,720
—
—
—
3,720
Retail, entertainment and other
6,005
—
416
2,007
273
8,701
Total non-gaming revenue
28,315
3,720
416
2,007
273
34,731
Total revenue
$124,299
$3,720
$75,265
$16,941
$273
$220,498
Year ended December 31, 2024
(Predecessor)
Gaming
$1,008,361
$—
$893,756
$149,551
$—
$2,051,668
Non-gaming:
Hotel
148,693
—
—
—
—
148,693
Food and beverage
134,853
—
360
—
—
135,213
Licensing
—
6,861
—
—
6,861
Retail, entertainment and other
71,206
—
8,516
20,766
7,555
108,043
Total non-gaming revenue
354,752
6,861
8,876
20,766
7,555
398,810
Total revenue
$1,363,113
$6,861
$902,632
$170,317
$7,555
$2,450,478
33
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Contract Assets and Contract Related Liabilities
The Company’s receivables related to contracts with customers are primarily comprised of marker balances, interactive
platform business-to-business service receivables, other amounts due from gaming activities, amounts due for hotel stays and
amounts due from tracks and OTB locations. The Company’s receivables related to contracts with customers were $57.5
million and $41.3 million as of December 31, 2025 (Successor) and 2024 (Predecessor), respectively.
The Company has the following liabilities related to contracts with customers: liabilities for loyalty programs, advance deposits
made for goods and services yet to be provided and unpaid wagers. All of the contract liabilities are short-term in nature and are
included in “Accrued and other current liabilities” in the consolidated balance sheet.
Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire
if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of
a period will either be redeemed or expire within the next 12 months.
Advance deposits are typically interactive player deposits and customer deposits for future banquet events, hotel room
reservations, and gift cards. The Company holds restricted cash for interactive player deposits and records a corresponding
withdrawal liability.
Unpaid wagers include the Company’s outstanding chip liability and unpaid slot, pari-mutuel and sports betting tickets.
Liabilities related to contracts with customers as of December 31, 2025 (Successor) and 2024 (Predecessor) were as follows:
Successor
Predecessor
December 31,
2025
December 31,
2024
Unpaid wagers
$60,238
$32,992
Advanced deposits from customers
27,512
26,141
Loyalty programs
10,519
12,167
Total
$98,269
$71,300
The Company recognized $21.0 million, $2.2 million, and $30.5 million of revenue related to loyalty program redemptions for
the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025
(Predecessor) and the year ended December 31, 2024 (Predecessor), respectively.
7.BUSINESS COMBINATIONS
Intralot Transaction
As described in Note 1 “General Information”, the Company completed the Intralot Transaction on October 8, 2025, with the
Company obtaining a controlling financial interest in Intralot and retaining control of Bally’s International Interactive. The
transaction with Intralot was accounted for as a business combination in accordance with ASC 805, with the Company as the
accounting acquirer.
Intralot is a global gaming technology and services company that provides integrated lottery systems, sports betting solutions
and interactive gaming platforms to state-licensed gaming operators worldwide. The Intralot Transaction expands the
Company’s international gaming and technology footprint, enhances its digital and sports betting capabilities, and strengthens
its position as a vertically integrated gaming and entertainment operator, which aligns with the Company’s broader strategic
initiatives.
The preliminary fair value of the transaction consideration for the Company’s 57.9% interest in Intralot as of the Closing Date
was approximately $1.6 billion, which represents the fair value of Intralot shares issued to the Company plus the Company’s
pre-existing investment in Intralot of approximately $280.6 million as of the Intralot Closing Date. As disclosed in Note 2,
“Summary of Significant Accounting Policies,” the Company’s previous investment in Intralot was accounted for as an equity
method investment under the fair value option and was adjusted to fair value immediately prior to closing of the transaction. 
34
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The preliminary allocation of the purchase price is as follows:
As of October 8, 2025
(in thousands)
Preliminary as of
December 31, 2025
Cash and cash equivalents
$2,054,955
Restricted cash
41,341
Other current assets
143,403
Property and equipment
87,769
Right of use assets
20,486
Intangible assets
828,235
Other assets
39,349
Total current liabilities
(150,097)
Lease liabilities
(18,211)
Long-term debt
(1,982,214)
Other long-term liabilities
(159,822)
Non-controlling interest
(1,063,664)
Goodwill
1,763,226
Total fair value of net assets acquired
$1,604,756
The purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed
based upon their preliminary estimated fair values as of the acquisition date, with the excess of the purchase consideration over
the aggregate net fair values recorded as goodwill, which is not deductible for tax purposes. Qualitative factors that contribute
to the recognition of goodwill include an organized workforce and expected synergies from future cost savings and revenue
driven by the integration of Bally’s intellectual property into Intralot’s product offerings as well as cross selling product
offerings of Intralot and Bally’s International Interactive into existing and new markets. Goodwill has been assigned to the
segments expected to benefit from the transaction on a relative fair value basis, which includes $977.3 million and $785.9
million to the Bally's Intralot B2B and Bally's Intralot B2C segments, respectively. The Non-controlling interest was initially
measured at its fair value based on the trading price of Intralot stock on the date of closing. Certain adjustments have been made
to Intralot’s historical carrying values to conform accounting policies with the Company, including IFRS to US GAAP
conversion adjustments, with any such adjustments recorded to equity.
The Company recorded intangible assets based on estimates of fair value which consisted of the following:
Valuation Approach
Estimated Useful
Life (in years)
Estimated Fair
Value
Developed technology
Relief from royalty method
13
$258,568
Intralot trade name
Relief from royalty method
13
61,390
Customer relationships
Multi-period excess earnings method
22
213,220
Backlog
Multi-period excess earnings method
8
295,057
Total fair value of intangible assets
$828,235
The valuation of intangible assets was determined using an income approach methodology including the multi-period excess
earnings method and the relief from royalty method. Level 3 inputs used in estimating future cash flows included terminal
growth rates of 3%, a royalty rate of 1.5% for the Intralot trade name and 15.0% for other acquired intangibles, discount rates
between 7.5% and 8.5%, and operating cash flows. The projected future cash flows are discounted to present value using an
appropriate discount rate. As of December 31, 2025 (Successor), the Company is in the process of completing its valuation of
tangible and intangible assets and the allocation of the purchase price to net assets, including the allocation of goodwill to
reporting units, which will be completed once the valuation process has been finalized.
The Company incurred $40.5 million of transaction-related expenses for the period from February 8, 2025 to December 31,
2025 (Successor) in connection with the transaction primarily related to legal and professional fees, which have been included
within “General and administrative” in the consolidated statements of operations.
35
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Since the Acquisition Date, revenue and net loss of Intralot attributable to Bally’s of $98.2 million and $37.5 million,
respectively, have been included within the accompanying consolidated statement of income for the period from February 8,
2025 to December 31, 2025 (Successor).
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information is presented to illustrate the estimated effects of the transaction as if
the transaction had occurred on January 1, 2024:
Year Ended December 31,
(in thousands)
2025
2024
Pro forma revenue
$2,958,027
$2,867,048
Pro forma net loss
$(720,051)
$(587,595)
The pro forma amounts include the historical operating results of the Company and Intralot prior to the acquisition, with
adjustments directly attributable to the transaction including amortization expense of intangible assets, debt amortization
expense and interest expenses. The unaudited pro forma financial information is not necessarily indicative of the results of
operations that actually would have been achieved had the transaction been consummated as of the dates indicated, nor is it
indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected
realization of any synergies or cost savings associated with the transaction.
Merger with Queen Casino & Entertainment, Inc.
The Merger between the Company and Queen was accounted for as a transaction between entities under common control in
accordance with ASC 805, in which the accounting acquirer (Parent and its affiliates) obtained control of the Company. As
described in Note 2, “Summary of Significant Accounting Policies”, the Company has elected to push down its Parent’s basis in
its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and recognized at
their fair values as of the acquisition date and were combined with those of Queen at Queen’s historical carrying amounts and
are presented on a combined basis. The following disclosures relate to the Company’s election to apply push down and show
the effect of the change in control.
The fair value of the Merger consideration was $955.6 million, which represents 52,364,192 total shares outstanding prior to the
Merger multiplied by the Merger value of $18.25 per share. Immediately following the transaction, the Company repurchased
22,804,384 shares at a price of 18.25 for a total repurchase price of $416.2 million.
The preliminary and final allocation of the purchase price is as follows:
As of February 7, 2025
(in thousands)
Preliminary as of
February 7, 2025
Year to Date
Adjustments
Final as of
December 31, 2025
Cash and cash equivalents
$173,550
$—
$173,550
Restricted cash
57,352
—
57,352
Other current assets
210,447
—
210,447
Property and equipment
1,065,486
(4,745)
1,060,741
Right of use assets
1,692,346
17,215
1,709,561
Goodwill
1,555,354
55,838
1,611,192
Intangible assets
1,866,963
(47,542)
1,819,421
Other assets
131,457
(10,570)
120,887
Total current liabilities
(548,702)
(19,200)
(567,902)
Lease liabilities
(1,823,153)
(17,215)
(1,840,368)
Long-term debt
(2,914,688)
—
(2,914,688)
Other long-term liabilities
(510,765)
26,219
(484,546)
Net assets acquired
$955,647
$—
$955,647
36
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The purchase consideration has been allocated to the tangible and identifiable intangible assets and liabilities based upon their
estimated fair values as of the acquisition date, with the excess of the purchase consideration over the aggregate net fair values
recorded as goodwill, which is not deductible for tax purposes. Accounts receivable, other assets, current liabilities and
inventories were stated at their historical carrying value, which approximates fair value given the short-term nature of these
assets and liabilities. The estimate of fair value for property and equipment and owned real property was based on an
assessment of the assets' condition as well as an evaluation of the current market value of such assets. The fair value of
leasehold interests were estimated based on evaluating contractual rent payments relative to market rent giving consideration to
the Company’s capitalization rates and rent coverage ratios, under the income method or by estimating the fee simple value and
estimated rate of return, depending on the nature of the underlying leasehold interest. In connection with remeasuring the
Company’s lease liabilities, unfavorable off-market components of $130.8 million were recognized as a decrease to the
Company’s right of use assets, and will be amortized as a reduction of lease expense on a straight line basis over the remaining
lease term.
The Company recorded intangible assets based on estimates of fair value which consisted of the following:
Valuation Approach
Estimated
Useful Life
(in years)
Estimated
Fair Value
Gaming licenses
Greenfield/Replacement Cost method
2-18
$716,998
Customer relationships
Multi-Period Excess Earnings/
Replacement Cost method
1-7
348,034
Developed technology
Relief from royalty method
5
252,700
Trade names
Relief from royalty method
12
74,600
Intellectual property license
Relief from royalty method
7
141,000
Other amortizing intangibles
Various methods
1-22
8,089
Indefinite lived trade name
Relief from royalty method
Indefinite
278,000
Total fair value of intangible assets
$1,819,421
The valuation of intangible assets was determined using income approach methodologies including the Greenfield method,
multi-period excess earnings method, relief from royalty method, and the replacement cost method. Level 3 inputs used in
estimating future cash flows included terminal growth rates of 3%, royalty rates between 2% and 19%, discount rates between
11% and 15%, operating cash flows, estimated construction costs, and pre-opening expenses, among others. The projected
future cash flows are discounted to present value using an appropriate discount rate. As of December 31, 2025 (Successor), the
Company has finalized its valuation of tangible and intangible assets and the allocation of the purchase price to the assets
acquired and liabilities assumed.
The Company incurred $22.7 million, $11.2 million and $14.8 million of transaction-related expenses for the period from
February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and
the year ended December 31, 2024 (Predecessor), respectively. Transaction-related expenses were incurred in connection with
the Merger and are primarily related to legal and professional fees, which have been included within “General and
administrative” in the consolidated statements of operations.
37
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8.PREPAID EXPENSES AND OTHER CURRENT ASSETS
As of December 31, 2025 (Successor) and 2024 (Predecessor), prepaid expenses and other assets was comprised of the
following:
Successor
Predecessor
(in thousands)
December 31,
2025
December 31,
2024
Services and license agreements
$26,732
$43,141
Taxes and licenses
44,161
18,988
Prepaid marketing
13,516
11,952
Prepaid insurance
14,866
3,341
Short term derivative assets
3,975
5,359
Short term notes receivable
14,730
17,342
Other
41,629
15,348
  Total prepaid expenses and other current assets
$159,609
$115,471
9.PROPERTY AND EQUIPMENT
As of December 31, 2025 (Successor) and 2024 (Predecessor), property and equipment, net was comprised of the following:
Successor
Predecessor
(in thousands)
December 31,
2025
December 31,
2024
Land and improvements
$98,527
$49,553
Building and improvements
712,236
370,086
Equipment
265,357
280,946
Furniture and fixtures
54,146
64,109
Construction in process(1)
27,621
149,906
Total property and equipment
1,157,887
914,600
Less: Accumulated depreciation
(94,148)
(283,898)
Property and equipment, net
$1,063,739
$630,702
__________________________________
(1)Refer to Note 15 “Leases” for further information on the Company’s reclassification of its construction in process related to the construction of its
permanent casino resort in Chicago in connection with the signing of the Chicago MLA.
Depreciation expense relating to property and equipment for the period from February 8, 2025 to December 31, 2025
(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended 2024 (Predecessor) was
$73.6 million, $7.6 million, and $158.0 million, respectively.
10.GOODWILL AND INTANGIBLE ASSETS
2025 Annual Impairment Assessment
As of October 1, 2025 (Successor), the Company performed its annual impairment assessment of goodwill and long lived assets
for all reporting units and asset groups. Each individual property within the Casinos & Resorts operating segment is determined
to be its own reporting unit and asset group. The reporting unit for the North America Interactive operating segment is the
operating segment. The reporting units for the Bally's Intralot B2C and Bally's Intralot B2B operating segments are grouped at
the geographical level.
38
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company performed a quantitative test of a reporting unit and a long lived asset group within its Bally's Intralot B2B
operating segment due to declining projected cash flows in its licensing business. The carrying value of the reporting unit and
asset group exceeded their respective fair values, resulting in an impairment charge of $181.6 million. The goodwill within the
reporting unit was impaired by $72.5 million, and the fair value was determined through a discounted cash flow approach.  The
valuation utilized level 3 inputs including projected cash flows, a market-based weighted average cost of capital (“WACC”) of
25% and a long term growth rate of 2%. The long lived assets within the group consisted of a licensing asset, which was
impaired by $109.1 million. The fair value of the asset group was determined using a relief from royalty method, which is a
discounted cash flow approach and utilized level three inputs including projected cash flows, a royalty rate of 19%, a WACC of
23%, and the Company’s estimates for probability of continuing use of the licensing asset. 
For four indefinite lived gaming licenses in the Casinos & Resorts segment, the Company determined the useful life was no
longer indefinite, and the useful life was updated to be finite lived.  In accordance with ASC 350, upon re-assessing the assets
as finite lived, an impairment test was performed. The Company valued the gaming licenses using the Greenfield Method under
the income approach which estimates the fair value of the gaming license using a discounted cash flow model assuming the
Company built a new casino with similar utility to that of the existing casino. Level 3 inputs to the valuation include estimating
projected revenues and operating cash flows, including terminal growth rates of 2%, estimated construction costs, and pre-
opening expenses and are discounted at a WACC of 10% for four licenses. The fair values of the four gaming licenses exceeded
their respective carrying values and no impairment was recorded.
For all other reporting units, indefinite lived intangible assets and long lived asset groups, the Company performed a qualitative
analysis for the annual assessment of goodwill (commonly referred to as “Step Zero”). From a qualitative perspective, in
evaluating whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, relevant events
and circumstances are taken into account, with greater weight assigned to events and circumstances that most affect the fair
value or the carrying amounts of its assets. Items that were considered included, but were not limited to, the following:
macroeconomic conditions, industry and market conditions and overall financial performance, and the most recent quantitative
assessment performed for the reporting unit. After assessing these and other factors, the Company determined that it was more
likely than not that the fair value of the reporting units subject to the qualitative assessment exceeded their carrying amounts as
of October 1, 2025 (Successor). If future results vary significantly from current estimates and related projections, the Company
may be required to record impairment charges.
2025 Interim Impairment
During the fourth quarter of 2025, the UK announced an increase of the remote gaming duty tax from 21% to 40%, effective in
April 2026. As a result of this announcement, the Company identified a triggering event to assess impairment at a reporting unit
within its Bally's Intralot B2C operating segment and performed a quantitative test for impairment. The estimated fair value of
the reporting unit was determined through a combination of a discounted cash flow model and market-based approach, which
utilized inputs including future cash flow projections for the reporting units, terminal growth rates of 3%, and discount rates of
12.0%. The result of this assessment did not result in any impairment as fair value exceeded carrying value. If future results
significantly vary from current estimates and related projections, the Company may be required to record impairment.
2024 Annual Impairment Assessment
As of October 1, 2024 (Predecessor), the Company performed its annual impairment assessment of goodwill and long lived
assets for all reporting units and asset groups. Each individual property within the Casinos & Resorts operating segment is
determined to be its own reporting unit and asset group. The reporting units for the North America Interactive and Bally's
Intralot B2C operating segments are the operating segments.
The Company performed a quantitative test of goodwill for its Bally's Intralot B2C reporting unit and one reporting unit within
the Casinos & Resorts operating segment and determined that the fair value of the reporting units exceeded their respective
carrying amounts and thus, there was no impairment. The estimated fair value of the reporting units were determined through a
combination of a discounted cash flow model and market-based approach, which utilized Level 3 inputs including future cash
flow projections for the reporting units, terminal growth rates of 3% and discount rates of 15% and 11%. If future results
significantly vary from current estimates and related projections, the Company may be required to record impairment charges.
39
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the North America Interactive reporting unit and all other reporting units within the Casinos & Resorts segment with
goodwill, the Company performed a qualitative analysis for the annual assessment of goodwill (commonly referred to as “Step
Zero”). From a qualitative perspective, in evaluating whether it is more likely than not that the fair value of a reporting unit
exceeds its carrying amount, relevant events and circumstances are taken into account, with greater weight assigned to events
and circumstances that most affect the fair value or the carrying amounts of its assets. Items that were considered included, but
were not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial
performance, and the most recent quantitative assessment performed for the reporting unit. After assessing these and other
factors, the Company determined that it was more likely than not that the fair value of the reporting units subject to the
qualitative assessment exceeded their carrying amounts as of October 1, 2024 (Predecessor). If future results vary significantly
from current estimates and related projections, the Company may be required to record impairment charges.
For four indefinite lived gaming licenses in the Casinos & Resorts segment, the Company determined it had an indicator of
impairment based on declines in actual or projected results compared to those projected when the gaming licenses were
originally valued at acquisition. The Company valued the gaming licenses using the Greenfield Method under the income
approach which estimates the fair value of the gaming license using a discounted cash flow model assuming the Company built
a new casino with similar utility to that of the existing casino. Level 3 inputs to the valuation include estimating projected
revenues and operating cash flows, including terminal growth rates between 2% and 3%, estimated construction costs, and pre-
opening expenses and is discounted at a market-based WACC, which was between 10% and 11% for three licenses. The fair
values of three of the four gaming licenses were below their respective carrying values and the Company recorded a combined
impairment loss of $38.6 million. The fair value of the fourth gaming license exceeded its carrying value.
For all other indefinite lived intangible assets, the Company performed a qualitative assessment of impairment and determined
that it was more likely than not that the fair values of all assets exceed their carrying values as of October 1, 2024 (Predecessor).
If future results vary significantly from current estimates and related projections, the Company may be required to record
impairment charges.
2024 Interim Impairment
During the fourth quarter of 2024 (Predecessor), the Company divested a component within the Bally's Intralot B2B operating
segment (refer to Note 3 “Related Party Transactions” for further information). As a result of this divestiture, the Company
allocated goodwill on a relative fair value basis to the divested component which also triggered the need for an interim
impairment assessment. The Company estimated the fair value of the reporting units using both income and market-based
approaches. Specifically, the Company applied the discounted cash flow (“DCF”) method under the income approach. The
Company relied on the present value of expected future cash flows, including terminal value, utilizing a market-based WACC
determined separately for the reporting unit as of the valuation date. The determination of fair value under the DCF method
involved the use of significant Level 3 inputs and assumptions, including revenue growth rates driven by expected future
activity, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates of 3%, and a
discount rate of 16%. The fair value of the reporting unit exceeded its carrying value and thus no impairment was recorded. The
Company allocated $20.7 million to the component that was divested, which was subsequently de-recognized.
As a result of this divestiture, the Company identified a triggering event related to a long lived asset group within its Bally's
Intralot B2B operating segment. The triggering event was the result of the expected future cash flows of the asset group being
below the carrying value of the long lived assets and therefore, a quantitative impairment analysis was performed. The fair
value of the intangible assets were determined using a relief from royalty method, which utilized Level 3 inputs and was
exceeded by the carrying value, indicating an impairment. Inputs to the valuation included revenue projections derived from the
intangible assets, a discount rate of 16% and royalty rates between 3% and 12%. As a result of the analysis, the Company
recorded an aggregate $197.5 million impairment charge in its Bally's Intralot B2B operating segment. The Company allocated
the loss first to intangible assets, in the amount of $125.9 million, and then the residual of $71.6 million to goodwill. These
charges are recorded within “Impairment charges” in the consolidated statements of operations.
40
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The change in carrying value of goodwill by reportable segment for the period from February 8, 2025 to December 31, 2025
(Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024
(Predecessor) is as follows:
(in thousands)
Casinos &
Resorts(3)(4)
Bally's
Intralot B2B
Bally's
Intralot B2C
North
America
Interactive
Corporate
& Other
Total
Goodwill as of December 31,
2023 (Predecessor)(1)(3)
$313,493
$—
$1,586,590
$35,720
$—
$1,935,803
Goodwill from current year
business combinations
—
—
1,176
—
—
1,176
Effect of foreign exchange
—
(3,390)
(40,810)
(334)
—
(44,534)
Purchase accounting
adjustments on prior year
business combinations
(208)
—
—
—
—
(208)
Current year divestiture
—
—
(20,657)
—
—
(20,657)
Reporting unit re-allocation
—
158,733
(158,733)
—
—
—
Impairment charges
—
(71,636)
—
—
—
(71,636)
Goodwill as of December 31,
2024 (Predecessor)(1)(2)(4)
313,285
83,707
1,367,566
35,386
—
1,799,944
Effect of foreign exchange
—
(97)
(11,171)
—
—
(11,268)
Goodwill as of February 7, 2025
(Predecessor)(1)(2)(4)
$313,285
$83,610
$1,356,395
$35,386
$—
$1,788,676
Goodwill as of February 8, 2025
(Successor)
612,191
86,008
630,252
56,845
205,352
1,590,648
Goodwill from current period
business combinations
—
977,338
785,888
—
—
1,763,226
Current year measurement
period adjustments
7,922
(21,219)
20,875
324
47,936
55,838
Goodwill measurement
period segment re-allocation
21,942
11,416
235,834
(57,169)
(212,023)
—
Impairment charges
—
(72,497)
—
—
—
(72,497)
Effect of foreign exchange
—
13,133
82,545
—
—
95,678
Goodwill as of December 31,
2025 (Successor)(5)(6)
$642,055
$994,179
$1,755,394
$—
$41,265
$3,432,893
__________________________________
(1)Amounts are shown net of accumulated goodwill impairment charges of $5.4 million and $140.4 million for Casinos & Resorts and North America
Interactive, respectively.
(2)Amounts are shown net of accumulated goodwill impairment charges of $71.6 million for Bally's Intralot B2B.
(3)As of December 31, 2023 (Predecessor), amounts shown include $50.4 million of goodwill associated with reporting units with negative carrying value.
(4)As of February 7, 2025 (Predecessor) and December 31, 2024 (Predecessor), amounts shown include $59.2 million of goodwill associated with reporting
units with negative carrying value.
(5)As of December 31, 2025 (Successor), amounts shown include $115.8 million of goodwill associated with reporting units with negative carrying value.
(6)Amounts are shown net of accumulated goodwill impairment charges of $73.3 million for Bally's Intralot B2B.
41
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The change in intangible assets, net for the period from February 8, 2025 to December 31, 2025 (Successor), the period from
January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor) is as follows (in
thousands):
Intangible assets, net as of December 31, 2023 (Predecessor)
$1,871,428
Derecognition of Commercial rights - Sinclair
(202,572)
Effect of foreign exchange
(24,871)
Impairment charges
(164,486)
Capitalized software
48,392
Other intangibles acquired
3,059
Intangible assets disposed
(2,074)
Less: Amortization of intangible assets
(221,533)
Intangible assets, net as of December 31, 2024 (Predecessor)
$1,307,343
Effect of foreign exchange
(3,662)
Capitalized software
3,054
Less: Amortization of intangible assets
(14,765)
Intangible assets, net as of February 7, 2025 (Predecessor)
$1,291,970
Intangible assets, net as of February 8, 2025 (Successor)
$1,941,245
Additions from current year business combinations
828,235
Measurement period adjustments
(47,542)
Impairment charges
(109,123)
Additions in current period(1)
503,813
Capitalized software
31,214
Effect of foreign exchange
72,664
Less: Amortization of intangible assets
(219,523)
Intangible assets, net as of December 31, 2025 (Successor)
$3,000,983
__________________________________
(1)Amount includes $500.0 million acquisition of New York gaming license. Refer to Note 19 “Commitments and Contingencies” for further information.
The Company’s identifiable intangible assets consist of the following:
Weighted
average
remaining life
(in years)
December 31, 2025 (Successor)
(in thousands, except years)
Gross Carrying
Amount
Accumulated
Amortization
Net
Amortizable intangible assets:
 
 
 
Gaming licenses
14.4
$1,279,780
$(43,882)
$1,235,898
Customer relationships
11.0
588,320
(91,471)
496,849
Developed technology
8.7
535,530
(53,724)
481,806
Backlog
7.8
297,551
(8,554)
288,997
Trade names
11.8
144,801
(8,628)
136,173
Licensing asset
6.1
34,902
(1,384)
33,518
Internally developed software
4.1
31,214
(1,351)
29,863
Other
9.6
25,412
(5,533)
19,879
Total amortizable intangible assets
2,937,510
(214,527)
2,722,983
Intangible assets not subject to amortization:
Trade names
Indefinite
278,000
—
278,000
Total unamortizable intangible assets
278,000
—
278,000
Total intangible assets, net
$3,215,510
$(214,527)
$3,000,983
42
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Weighted
average
remaining life
(in years)
December 31, 2024 (Predecessor)
(in thousands, except years)
Gross Carrying
Amount
Accumulated
Amortization
Net
Amortizable intangible assets:
 
 
 
 
Customer relationships
4.1
$660,005
$(272,333)
$387,672
Developed technology
5.1
210,712
(70,073)
140,639
Internally developed software
3.7
105,284
(26,791)
78,493
Gaming licenses
5.6
47,797
(19,864)
27,933
Trade names
7.0
31,723
(18,032)
13,691
Hard Rock license
22.5
8,000
(2,545)
5,455
Other
9.6
11,473
(4,918)
6,555
Total amortizable intangible assets
 
1,074,994
(414,556)
660,438
Intangible assets not subject to amortization:
 
Gaming licenses
Indefinite
546,908
—
546,908
Trade Names
Indefinite
98,784
—
98,784
Other
Indefinite
1,213
—
1,213
Total unamortizable intangible assets
 
646,905
—
646,905
Total intangible assets, net
 
$1,721,899
$(414,556)
$1,307,343
Amortization of intangible assets was approximately $219.5 million, $14.8 million, and $221.5 million for the period from
February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the
year ended December 31, 2024 (Predecessor), respectively.
Refer to Note 7 “Business Combinations” for further information about the goodwill and intangible balances added from
business combinations. Refer to Note 2 “Summary of Significant Accounting Policies” for intangible assets added through the
Framework Agreement.
The following table shows the remaining amortization expense associated with finite lived intangible assets as of December 31,
2025 (Successor):
(in thousands)
2026
$329,948
2027
328,863
2028
308,473
2029
237,569
2030
178,430
Thereafter
1,339,700
 
$2,722,983
11.DERIVATIVE INSTRUMENTS
The Company utilizes derivative instruments in order to mitigate interest rate and currency exchange rate risk in accordance
with its financial risk and liability management policy.
43
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2024 (Predecessor), the Company settled $500.0 million of notional interest rate collars
and received $3.9 million in termination payments, reflecting the fair value on the settlement date. The fair value on the
settlement date is recorded as a component of accumulated other comprehensive income (loss), which will be reclassified into
“Interest expense, net” in the consolidated statements of operations in the same period in which the hedged interest payments
associated with the Company’s borrowings are recorded. Additionally, the Company simultaneously entered into a series of
interest rate contracts in a notional aggregate amount of $1.00 billion, to further manage the Company’s exposure to interest
rate movements associated with the Company’s variable rate Term Loan Facility through its synthetic conversion to fixed rate
debt. The tenor of these contracts were matched with the maturity of the Term Loan Facility tranche maturing on October 1,
2028.
Additionally, the Company is a party to a series of interest rate contracts and cross currency swap derivative transactions with
multiple bank counterparties in order to synthetically convert a notional aggregate amount of $500.0 million of the Company’s
USD denominated variable rate Term Loan Facility, as disclosed in Note 14 “Long-Term Debt,” into fixed rate debt over five
years and $200 million of the Term Loan Facility, to an equivalent GBP denominated floating rate instrument over three years.
These contracts mature in October 2028 and 2026, respectively.
Cross Currency Swaps
Net Investment Hedges - The Company is exposed to fluctuations in foreign exchange rates on investments it holds in its
European foreign entities. The Company uses fixed and fixed-cross-currency swaps to hedge its exposure to changes in the
foreign exchange rate on its foreign investment in Europe and their exposure to changes in the EUR-GBP exchange rate.
Currency forward agreements involve fixing the USD-EUR exchange rate for delivery of a specified amount of foreign
currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close
to their settlement date. Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a
counterparty in exchange for the Company making foreign-currency-fixed-rate payments over the life of the agreement. These
derivative arrangements qualified as net investment hedges under ASC 815, with the gain or loss resulting from changes in the
spot value of the derivative reported in other comprehensive income (loss). Amounts are reclassified out of other
comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated.
Additionally, the accrual of foreign currency and USD denominated coupons are recognized in “Interest expense, net” in the
consolidated statements of operations.
Economic Hedges - During the fourth quarter of 2024 (Predecessor), as a result of the sale of the Carved-Out Business, the
Company de-designated its EUR-GBP cross currency swaps as net investment hedges and began recording changes in fair
value of the derivative and the accrual of foreign currency and USD denominated coupons through earnings reported in Other
non-operating income (expense), net in the consolidated statements of operations. At the time of de-designation, the total
amount of accumulated other comprehensive loss was $9.1 million and was recorded as part of Loss on disposal of business in
General and administrative expenses in the consolidated statements of operations. Refer to Note 3 “Related Party Transactions,”
Note 12 “Fair Value Measurements” and Note 17 “Stockholders’ Equity” for further information.
During the fourth quarter of 2025 (Successor), concurrent with the Intralot Transaction, the Company de-designated its USD-
GBP cross currency swaps as net investment hedges and began recording changes in fair value of the derivative and the accrual
of foreign currency and USD denominated coupons through earnings reported in Other non-operating income (expense), net in
the consolidated statements of operations. Refer to Note 1 “General Information” and Note 7 “Business Combinations” for
further information.
The following tables summarize the Company’s cross currency swap arrangements as of December 31, 2024 (Predecessor). The
Company did not have any cross currency swap arrangements designated as hedging instruments as of December 31, 2025
(Successor).
December 31, 2025 (Successor)
December 31, 2024 (Predecessor)
(in thousands)
Hedge Designation
Notional
Sold
Notional
Purchased
Hedge Designation
Notional
Sold
Notional
Purchased
Cross currency swaps
Economic Hedge
€461,595
£387,531
Economic Hedge
€461,595
£387,531
Cross currency swaps
Economic Hedge
£546,759
$700,000
Net Investment Hedge
£546,759
$700,000
44
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Flow Hedges
Interest Rate Contracts - The Company’s objectives in using interest rate derivatives are to hedge its exposure to variability in
cash flows on a portion of its floating-rate debt, to add stability to interest expense and to manage its exposure to interest rate
movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its financial
risk and liability management policy. The Company’s interest rate swaps and collars are designated as cash flow hedges under
ASC 815. The changes in the fair value of these instruments are recorded as a component of accumulated other comprehensive
income (loss) and reclassified into “Interest expense, net” in the consolidated statements of operations in the same period in
which the hedged interest payments associated with the Company’s borrowings are recorded. Refer to Note 12 “Fair Value
Measurements” and Note 17 “Stockholders’ Equity” for further information.
As of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), the Company’s cash flow hedges included interest
rate swaps of $1.5 billion, respectively. Refer to Note 12 “Fair Value Measurements” for further information.
Foreign Exchange Forward Contracts
During the third quarter of 2025, the Company entered into a series of foreign exchange forward contracts (the “Deal
Contingent FX Forwards”) to hedge the EUR cash proceeds to be received in connection with the sale of its international
interactive business to Intralot. The Company agreed to sell total notional amounts of €1.00 billion and buy USD at fixed
exchange rates between 1.16489 and 1.18390. The Deal Contingent FX Forwards do not qualify for hedge accounting treatment
and are therefore carried at fair value with gains or losses recorded to Other non-operating income (expense), net. Refer to Note
12 “Fair Value Measurements” for further information. The Deal Contingent FX Forwards settled upon completion of the deal
with Intralot in October 2025.
12.FAIR VALUE MEASUREMENTS
The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial
assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value
measurement. There were no assets and liabilities measured at fair value on a nonrecurring basis.
Successor
December 31, 2025
(in thousands)
Balance Sheet Location
Level 1
Level 2
Level 3
Assets:
Cash and cash equivalents
Cash and cash equivalents
$798,423
$—
$—
Restricted cash
Restricted cash
108,263
—
—
Investment in GLPI partnership
Other assets
—
18,946
—
Investment in The Star
Other assets
301,285
—
—
Derivative assets not designated as hedging instruments:
Cross currency swaps
Prepaid expenses and other current assets
—
3,975
—
Cross currency swaps
Other assets
—
1,111
—
Total derivative assets at fair value
—
5,086
—
Total assets
$1,207,971
$24,032
$—
Liabilities:
Contingent consideration
Accrued and other current liabilities
$—
$—
$115,000
Contingent consideration
Other long-term liabilities
—
—
8,885
Derivative liabilities not designated as hedging instruments:
Cross currency swaps
Accrued and other current liabilities
—
17,643
—
Cross currency swaps
Other long-term liabilities
—
51,716
—
Derivative liabilities designated as hedging instruments:
Interest rate contracts
Accrued and other current liabilities
—
9,166
—
Interest rate contracts
Other long-term liabilities
—
29,854
—
Total derivative liabilities at fair value
—
108,379
—
Total liabilities
$—
$108,379
$123,885
45
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Predecessor
December 31, 2024
(in thousands)
Balance Sheet Location
Level 1
Level 2
Level 3
Assets:
Cash and cash equivalents
Cash and cash equivalents
$171,233
$—
$—
Restricted cash
Restricted cash
60,021
—
—
Investment in GLPI partnership
Other assets
—
20,418
—
Derivative assets not designated as hedging instruments
Cross currency swaps
Prepaid expenses and other current assets
—
4,871
—
Cross currency swaps
Other assets
—
615
—
Derivative assets designated as hedging instruments:
Interest rate contracts
Prepaid expenses and other current assets
—
340
—
Interest rate contracts
Other assets
—
336
—
Cross currency swaps
Prepaid expenses and other current assets
—
148
—
Cross currency swaps
Other assets
—
13,181
—
Total derivative assets at fair value
—
19,491
—
Total assets
$231,254
$39,909
$—
Liabilities:
Contingent consideration
Other long-term liabilities
$—
$—
$59,923
Derivatives not designated as hedging instruments:
Sinclair Performance Warrants
Other long-term liabilities
—
—
58,668
Cross currency swaps
Other long-term liabilities
—
11,174
—
Derivative liabilities designated as hedging instruments:
Interest rate contracts
Accrued and other current liabilities
—
1,855
—
Interest rate contracts
Other long-term liabilities
—
13,372
—
Cross currency swaps
Accrued and other current liabilities
—
1,189
—
Cross currency swaps
Other long-term liabilities
—
1,624
—
Total derivative liabilities at fair value
—
29,214
58,668
Total liabilities
$—
$29,214
$118,591
There were no transfers made among the three levels in the fair value hierarchy for the period from February 8, 2025 to
December 31, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor) and year ended December 31,
2024 (Predecessor).
46
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities:
(in thousands)
Sinclair
Performance
Warrant
Liability
Contingent
Consideration
Liability
Balance as of December 31, 2023 (Predecessor)
$44,703
$58,580
Change in fair value
13,965
1,343
Balance as of December 31, 2024 (Predecessor)
58,668
59,923
Change in fair value
1,180
786
Balance as of February 7, 2025 (Predecessor)
$59,848
$60,709
Balance as of February 8, 2025 (Successor)
$—
$60,709
Change in fair value
—
63,176
Balance as of December 31, 2025 (Successor)
$—
$123,885
The gains (losses) recognized in the consolidated statements of operations for derivative instruments are as follows:
Successor
Predecessor
Consolidated Statements of
Operations Location
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Derivatives not designated as hedging instruments
Deal Contingent FX Forwards
Other non-operating income
(expense), net
$(774)
$—
$—
Sinclair Performance Warrants
Other non-operating income
(expense), net
—
(1,180)
(13,965)
Cross currency swaps(1)
Other non-operating income
(expense), net
11,696
50
(9,078)
Derivatives designated as hedging instruments
Interest rate contracts
Interest expense, net
$4,422
$(105)
$(11,031)
Cross currency swaps
Interest expense, net
2,063
7
(3,658)
__________________________________
(1)Amounts during the year ended December 31, 2024 (Predecessor), as a result of the Company’s de-designation of its EUR-GBP cross currency swaps as
net investment hedges, are included in General and administrative.
Derivative Instruments
The fair values of interest rate contracts and cross currency swap assets and liabilities are classified within Level 2 of the fair
value hierarchy as the valuation inputs are based on estimates using currency spot and forward rates and standard pricing
models that consider the value of future cash flows as of the balance sheet date, discounted to a present value using discount
factors that match both the time to maturity and currency of the underlying instruments. These standard pricing models utilize
inputs that are derived from or corroborated by observable market data such as interest rate yield curves as well as currency spot
and forward rates. When designated as hedging instruments, changes in the fair value of these contracts are reported as a
component of other comprehensive income (loss).  When not designated as hedging instruments, changes in fair value of these
contracts are reported within Other non-operating income (expense), net in the consolidated statements of operations.
47
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Sinclair Performance Warrants
Sinclair Performance Warrants were accounted for as a derivative instrument classified as a liability within Level 3 of the
hierarchy through February 7, 2025 (Predecessor) as the warrants are not traded in active markets and are subject to certain
assumptions and estimates made by management related to the probability of meeting performance milestones. These
assumptions and the probability of meeting performance targets may have a significant impact on the value of the warrant. The
Performance Warrants were valued using an option pricing model, considering the Company’s estimated probabilities of
achieving the performance milestones for each tranche. Inputs to this valuation approach include volatility between 40% and
67%, risk free rates between 3.84% and 4.79%, the Company’s common stock price for each period and expected terms
between 1.5 and 6.3 years. In connection with the Queen Merger, as of February 7, 2025, all outstanding Performance Warrants
became immediately exercisable at a price of $0.01 per share and were reclassified out of liabilities and into equity and are no
longer measured at fair value. The fair value is recorded within “Other long-term liabilities” of the consolidated balance sheets
as of December 31, 2024 (Predecessor).
Contingent consideration
In connection with the acquisition of Bally’s Golf Links on September 12, 2023 (Predecessor), the purchase price included
future cash payments totaling up to $125 million to the seller, based upon future events, which were uncertain at the time of
acquisition. The Company recorded contingent consideration at fair value as a liability on the acquisition date, which was
subsequently remeasured at each reporting date within “Other, non-operating expenses, net” in the consolidated statements of
operations. The contingent consideration was valued at $59.9 million as of December 31, 2024 (Predecessor) and $123.9
million as of December 31, 2025 (Successor). As of December 31, 2024 (Predecessor), Level 3 inputs to this valuation
approach included the Company’s estimated probabilities of achieving the conditions for payment, expected terms between 1.5
and 3 years, and discount rates between 7.2% and 7.8%. As of December 31, 2025 (Successor), the contingency related to
$115 million of the $125 million total payments was resolved and is payable in 2026.  As such, that contingency was marked to
its fair value of $115 million and is classified as a current liability. 
Fair Value Option Equity Method Investments
The Company has long-term investments in unconsolidated entities which it accounts for under the equity method of
accounting. The Company has elected the fair value option allowed by ASC 825, with respect to these investments. Under the
fair value option, the investments are remeasured at fair value at each reporting period through earnings. The Company
measures fair value using quoted prices in active markets that are classified within Level 1 of the hierarchy, with changes to fair
value included within Other non-operating (expense) income, net of the consolidated statements of operations.
Investment in GLPI Partnership
The Company holds a limited partnership interest in GLP Capital, L.P. (“GLP”), the operating partnership of GLPI. The
investment is reported at fair value based on Level 2 inputs, with changes to fair value included within “Other non-operating
income (expense), net” in the consolidated statements of operations.
Long-term debt
The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets
and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as
it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of
the Company’s long-term debt is net of debt issuance costs, debt discounts and fair value adjustments. Refer to Note 14 “Long-
Term Debt” for further information.
48
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Successor
Predecessor
 
December 31, 2025
December 31, 2024
(in thousands)
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Term Loan Facility
$1,408,953
$1,458,438
$1,858,800
$1,792,804
Intralot British Term Loan
537,234
519,315
—
—
Intralot Greek Term Loan
234,962
230,370
—
—
Intralot 6.00% Retail Bond due 2029
157,214
155,022
—
—
5.625% Senior Notes due 2029
580,494
562,500
738,517
587,813
5.875% Senior Notes due 2031
517,458
484,181
721,456
535,631
Intralot 6.75% Senior Secured Notes due 2031
708,787
699,706
—
—
Intralot Supplemental Indenture
2,436
2,436
—
—
Intralot Floating Rate Senior Notes due 2031
353,119
347,858
—
—
13.ACCRUED AND OTHER CURRENT LIABILITIES
As of December 31, 2025 (Successor) and 2024 (Predecessor), accrued and other current liabilities consisted of the following:
Successor
Predecessor
(in thousands)
December 31,
2025
December 31,
2024
New York gaming license fee
$500,000
$—
Gaming liabilities
232,804
187,233
Contingent consideration
115,000
—
Compensation
82,352
66,356
Interest payable
87,081
60,792
Insurance reserve
32,829
23,898
Other
277,733
143,013
Total accrued and other current liabilities
$1,327,799
$481,292
49
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14.LONG-TERM DEBT
As of December 31, 2025 (Successor) and 2024 (Predecessor), long-term debt consisted of the following:
Successor
Predecessor
(in thousands)
December 31,
2025
December 31,
2024
Term Loan Facility(1)
$1,472,594
$1,886,650
Intralot British Term Loan
538,720
—
Intralot Greek Term Loan
234,962
—
Revolving Credit Facility
—
—
Intralot 6.00% Greek Retail Bond due 2029
152,726
—
Fixed Rate Senior Notes:
5.625% Senior Notes due 2029
750,000
750,000
5.875% Senior Notes due 2031
735,000
735,000
Intralot 6.75% Senior Secured Notes due 2031
704,886
—
Intralot Floating Rate Senior Notes due 2031(2)
352,443
—
Intralot Supplemental Indenture
2,436
—
Less: Unamortized original issue discount
—
(19,760)
Less: Unamortized deferred financing fees
—
(33,117)
Less: Unamortized fair value adjustment(3)
(443,110)
—
Long-term debt, including current portion
4,500,657
3,318,773
Less: Current portion of Term Loan, Intralot Greek Term Loan and Revolving Credit Facility
(37,344)
(19,450)
Long-term debt, net of discount and deferred financing fees; excluding current portion
$4,463,313
$3,299,323
__________________________________
(1)The Company has a series of interest rate derivatives to synthetically convert $1.0 billion notional of the Company’s variable rate Term Loan Facility into
fixed rate debt, and a series of cross currency swap derivatives to synthetically convert $500.0 million and $200 million notional of the Company’s USD
denominated Term Loan Facility into fixed rate EUR and GBP denominated debt, respectively, through its maturity in 2028. Refer to Note 11 “Derivative
Instruments” for further information.
(2)At December 31, 2025 the interest rate of the Floating Rate Senior Notes was 6.526%.
(3)Represents adjustment to recognize the Company’s existing debt at fair value in the Company Merger, calculated as the difference between the fair value
of the Company’s term loan facility and unsecured notes, estimated based on quoted prices in active markets as of the Closing Date, and the respective
ending principal balances as of February 7, 2025. The adjustment is amortized through Interest expense, net using the effective interest method.
2028 Notes
In connection with the closing of the Merger on February 7, 2025, the Company entered into a note purchase agreement and
issued $500.0 million in aggregate principal amount of first lien senior secured notes due 2028 (the “2028 Notes”) at an annual
interest rate of 11%, payable in cash quarterly in arrears, beginning on April 1, 2025.
On October 8, 2025, the Company paid in full the entire $500.0 million principal balance of its 2028 Notes through a
mandatory redemption of $105.4 million and an optional redemption of $394.6 million plus a make-whole payment pursuant to
the note agreement. In connection with the repayment, the Company paid a total of $540.4 million, including accrued interest.
The Company recorded a loss on debt extinguishment of $57.4 million during the fourth quarter of 2025, which was comprised
of the make whole payment and the acceleration of unamortized debt issuance costs and debt discount, within Other non-
operating income (expense), net in the consolidated statements of operations for the period from February 8, 2025 to December
31, 2025 (Successor).
In connection with the Merger, the Company settled the pre-existing debt of Queen and recorded a loss on extinguishment of
debt of $17.4 million, recorded within “Other non-operating income (expense), net” in the consolidated statements of
operations for the period from February 8, 2025 to December 31, 2025 (Successor).
50
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unsecured Notes
On August 20, 2021, two unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued $750.0 million
aggregate principal amount of 5.625% senior notes due 2029 (the “2029 Notes”) and $750.0 million aggregate principal amount
of 5.875% senior notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Senior Notes”). The Senior Notes
were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and U.S. Bank National
Association, as trustee. Certain of the net proceeds from the Senior Notes offering were placed in escrow accounts for use in
connection with the Gamesys acquisition. On October 1, 2021, upon the closing of the Gamesys acquisition, the Company
assumed the issuer obligation under the Senior Notes. The Senior Notes are guaranteed, jointly and severally, by each of the
Company’s restricted subsidiaries that guarantees the Company’s obligations under its Credit Agreement (as defined below).
The 2029 Notes mature on September 1, 2029 and the 2031 Notes mature on September 1, 2031. Interest is payable on the
Senior Notes in cash semi-annually on March 1 and September 1 of each year, beginning on March 1, 2022.
The Company may redeem some or all of the 2031 Notes at any time prior to September 1, 2026, at prices equal to 100% of the
principal amount of the 2031 Notes to be redeemed plus certain “make-whole” premiums, plus accrued and unpaid interest. The
Company may redeem some or all of the Senior Notes at any time on or after September 1, 2024, in the case of the 2029 Notes,
and September 1, 2026, in the case of the 2031 Notes, at certain redemption prices set forth in the indenture plus accrued and
unpaid interest.
The indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1)
incur additional indebtedness, (2) pay dividends on or make distributions in respect of capital stock or make certain other
restricted payments or investments, (3) enter into certain transactions with affiliates, (4) sell or otherwise dispose of assets, (5)
create or incur liens and (6) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are
subject to exceptions and qualifications set forth in the indenture.
Credit Facility
On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with
Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto,
providing for senior secured financing of up to $2.565 billion, consisting of a senior secured term loan facility in an aggregate
principal amount of $1.945 billion (the “Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit
facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which will mature in 2026.
The credit facilities allow the Company to increase the size of the Term Loan Facility or request one or more incremental term
loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities
in an aggregate amount not to exceed the greater of $650.0 million and 100% of the Company’s consolidated EBITDA for the
most recent four-quarter period plus or minus certain amounts as specified in the Credit Agreement, including an unlimited
amount subject to compliance with a consolidated total secured net leverage ratio as set out in the Credit Agreement.
The credit facilities are guaranteed by the Company’s restricted subsidiaries, subject to certain exceptions, and secured by a
first-priority lien on substantially all of the Company’s and each of the guarantors’ assets, subject to certain exceptions.
As of June 30, 2023, with the discontinuation of the LIBOR reference rate, borrowings under the credit facilities bear interest at
a rate equal to, at the Company’s option, either (1) the term Secured Overnight Financing Rate (“SOFR”), adjusted for certain
additional costs and subject to a floor of 0.50% in the case of term loans and 0.00% in the case of revolving loans or (2) a base
rate determined by reference to the greatest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the one-month SOFR
rate plus 1.00%, (d) solely in the case of term loans, 1.50% and (e) solely in the case of revolving loans, 1.00%, in each case of
clauses (1) and (2), plus an applicable margin. In addition, on a quarterly basis, the Company is required to pay each lender
under the Revolving Credit Facility a 0.50% or 0.375% commitment fee in respect of commitments under the Revolving Credit
Facility, with the applicable commitment fee determined based on the Company’s total net leverage ratio.
The credit facilities contain covenants that limit the ability of the Company and its restricted subsidiaries to, among other
things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain
investments and grant liens. These covenants are subject to exceptions and qualifications set forth in the Credit Agreement. The
Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when
borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment. As of December 31, 2025
(Successor), the Company was in compliance with its covenants under the Credit Agreement.
51
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In September 2025, the Company executed a Third Amendment to the Credit Agreement (“Amendment No. 3”) and an
Incremental Joinder Agreement that collectively extended and increased the revolving credit facility and updated certain
covenants and pricing provisions. Following the effectiveness of these amendments, which was subject to regulatory approvals
and obtained in January 2026, a portion of the revolving credit facility will mature in 2028, while the remaining portion will
mature in 2026. The amendments also provide for reductions in revolving commitments and related prepayments if specified
transactions are completed. The revolving credit facility will continue to bear interest, at the Company’s option, at a SOFR-
based or base-rate benchmark plus an applicable margin determined by the Company’s consolidated total-leverage ratio. The
Credit Facilities continue to be guaranteed by the Company’s restricted subsidiaries (subject to customary exceptions) and
secured by a first-priority lien on substantially all of the assets of the Company and such guarantors. Amendment No. 3 also
refined the financial maintenance covenant applicable to the revolving lenders and reduced the utilization threshold at which the
covenant becomes effective to 25%.
On October 10, 2025, the Company partially repaid a portion of the Term Loan Facility, paying $401.5 million in cash for a
$394.6 million reduction in principal and $6.9 million settlement of accrued interest, and recognized a $18.3 million loss on
extinguishment of debt.
In an effort to mitigate the interest rate risk associated with the Company’s variable rate credit facilities, the Company utilizes
interest rate and cross currency swap derivative instruments. Refer to Note 11 “Derivative Instruments” for further information.
Intralot Debt Assumed at Fair Value
In connection with the Intralot Transaction, the Company assumed Intralot’s debt in an aggregate principal amount of
$1.97 billion, which was recorded at fair value of $1.98 billion. The fair value adjustment of $7.8 million, representing the
difference between the aggregate principal amount and the acquisition-date fair value, is being amortized in interest expense
over the weight-average remaining life of the assumed debt using the effective interest method. For the period from February 8,
2025 to December 31, 2025, (Successor), amortization of the fair value adjustment recognized in interest expense was
$0.4 million. Refer to Note 7 “Business Combinations” for further information.
Intralot Greek Retail Bond
On February 27, 2024, Intralot established a common bond loan program (the “Intralot Greek Retail Bond”) for the issuance of
up to €130.0 million aggregate principal amount of bonds, with a minimum issuance of €120.0 million The bonds admitted to
trading on the Fixed Income Securities category of the Regulated Market of the Athens Stock Exchange. As of December 31,
2025 (Successor), €130.0 million aggregate principal amount ($152.7 million) was outstanding under the Intralot Greek Retail
Bond.
The bonds bear interest at a fixed annual percentage of 6.00% per annum, which will remain fixed throughout the duration of
the bond loan. The interest is payable semi-annually. The Intralot Greek Retail Bond matures February 27, 2029, at which time
the Intralot is obliged to repay the principal in full, together with outstanding accrued interest and any other amounts payable.
The Intralot Greek Retail Bond is an unsecured obligation of Intralot, with the benefit of a first-priority pledge over a
designated bond loan collateral account. The bonds rank pari passu with the claims of all other unsecured creditors of Intralot,
with the exception of claims that have a statutory privilege. The Intralot Greek Retail Bond is not guaranteed by any of
Intralot’s subsidiaries.
Intralot may not redeem the bonds prior to the expiration of the second interest period following the issue date. Thereafter,
Intralot may redeem all or a portion of the bonds, subject to a minimum redemption amount of €15.0 million and a requirement
that at least €50.0 million in aggregate principal amount remain outstanding after any partial redemption. Early redemption is
subject to the payment of applicable premiums.
In the event of a change of control each bondholder has the right to require Intralot to repurchase of part or all of such
bondholder’s bonds at a price equal to 101% of the nominal value, plus accrued and unpaid interest and any additional amounts.
Intralot Greek Senior Facilities Agreement
On October 3, 2025, Intralot Capital Luxembourg S.A. (“Intralot Capital”), a wholly owned indirect subsidiary of the
Company, entered into a Senior Facilities Agreement (the “Intralot Greek Term Loan”) with Alpha Bank S.A., Optima Bank
S.A., Piraeus Bank S.A., CrediaBank S.A. and other parties, providing for an amortizing euro-denominated term loan facility in
an aggregate amount up to €270.0 million of which Intralot has drawn €200.0 million as of December 31, 2025 (Successor).
52
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Intralot Greek Term Loan bears interest at a rate equal to 7.0% per annum. Interest periods may be selected in accordance
with the agreement terms. The Intralot Greek Term Loan requires semi-annual principal repayments plus accrued interest
through the maturity date of October 8, 2029. Subject to an intercreditor agreement, Intralot Greek Term Loan caries the same
security priority as other senior secured obligations.
Intralot British Pound Term Loan
Intralot Capital is a party to a Senior Facilities Agreement (the “Intralot British Term Loan”) with various lenders and agents,
providing for a settling-denominated term loan facility in an aggregate principal amount of £400.0 million. As of December 31,
2025 (Successor), £400.0 million ($538.7 million) was outstanding under the Intralot British Term Loan.
The Intralot British Term Loan bears interest at a rate equal to SONIA (Sterling Overnight Index Average) plus a margin of
5.5%. Interest periods may be one, three, or six months, or such other periods as agreed among the parties. The Borrower pays
accrued interest on the last day of each interest period.
The Intralot British Term Loan is secured by first-ranking security interests, including pledges of shares in Intralot Capital and
material subsidiaries of Intralot and, in certain jurisdictions, security over substantially all assets of the obligors. The Intralot
British Term Loan matures on October 8, 2031.
Intralot Fixed and Floating Interest Rate Bonds
Intralot Capital has issued €600.0 million aggregate principal amount of 6.750% Senior Secured Fixed Rate Notes due 2031
(the “Intralot Fixed Rate Notes”) and €300.0 million aggregate principal amount of Senior Secured Floating Rate Notes due
2031 (the “Intralot Floating Rate Notes” and, together with the Intralot Fixed Rate Notes, the “Intralot Notes”), pursuant to an
indenture dated September 30, 2025 (the “Intralot Indenture”) among Intralot Capital, Intralot, and its subsidiaries, as guarantor,
and The Law Debenture Trust Corporation p.l.c., as trustee. As of December 31, 2025 (Successor), the full €900.0 million
aggregate principal amount ($1.1 billion) of the Intralot Notes was outstanding.
The Intralot Fixed Rate Notes bear interest at a fixed rate of 6.750% per annum, payable semi-annually, commencing on April
15, 2026. The Intralot Floating Rate Notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR
(subject to a 0% floor) plus 4.500%, payable quarterly, commencing on February 28, 2026. The Intralot Notes mature on
October 15, 2031.
The Intralot Notes are senior secured obligations of Intralot Capital, secured by first-ranking security interests (to the extent
legally possible) over the share of obligors and material subsidiaries, structural intercompany receivables, and to the extent
customary in the applicable jurisdiction, substantially all assets of the obligors. Enforcement of security is subject to an
intercreditor agreement, and the Intralot Notes may share collateral on an equal ranking or junior basis with other permitted
indebtedness as described in the Intralot Indenture.
The Intralot Notes are unconditionally guaranteed, jointly and severally, by Intralot and future guarantors that is required to
become a guarantor under the Intralot Indenture. The guarantees are subject to customary limitations under applicable law.
The Intralot Fixed Rate Notes may be redeemed at the option of Intralot Capital, in whole or in part, at any time on or after
October 15, 2027, at determined redemption prices over time, plus accrued and unpaid interest. Prior to October 15, 2027,
Intralot Capital may redeem the Intralot Fixed Rate Notes at a premium, which is the greater of (a) 1% of the outstanding
principal amount and (b) the present value of the redemption price at October 15, 2027 plus all required interest payments
through that date, computed using a discount rate equal to the Bund Rate plus 50 basis points, over the outstanding principal
amount.
The Intralot Floating Rate Notes may be redeemed at the option of Intralot Capital at any time on or after October 15, 2026, at a
redemption price equal to 100.0% of the principal amount redeemed plus accrued and unpaid interest.
In addition, prior to October 15, 2027 (in the case of Intralot Fixed Rate Notes) or October 15, 2026 (in the case of Intralot
Floating Rate Notes), Intralot Capital may redeem up to 40% of the aggregate principal amount of the Intralot Notes with the
net cash proceeds of certain equity offerings at a redemption price equal to 106.750% (in the case of Intralot Fixed Rate Notes)
of the principal amount plus accrued and unpaid interest, subject to certain conditions, including that at least 50% of the original
aggregate principal amount of the Intralot Notes must remain outstanding immediately after each such redemption.
53
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Intralot Notes are not convertible into equity securities of Intralot Capital or any other entity.
Intralot Super Senior Revolving Credit Facility
Intralot Capital is a party to a Super Senior Revolving Credit Facility Agreement (the “Intralot RCF Agreement”) with various
lenders and agents, providing for revolving credit commitments in an aggregate principal amount equal to the greater of
€190.0 million and 40.0% of Intralot’s four-quarter consolidated EBITDA. The facility may be utilized by way of revolving
loans, letters of credit, or ancillary facilities. The minimum utilization amount is €0.5 million for euro-denominated borrowings.
The Intralot RCF Agreement initially bears interest at the applicable reference rate plus a margin of 4.50% per annum, subject
to future leverage-based adjustments ranging from 4.75% to 3.75% based on Intralot’s senior secured net leverage ratio.
Intralot Capital pays a commitment fee equal to 30% of the applicable margin on unused commitments, payable quarterly in
arrears. Letter of credit fees are equal to the applicable margin for revolving loans, plus a fronting fee of 0.125% per annum.
The facility matures on July 1, 2030.
As of December 31, 2025 (Successor), the Company had no borrowing outstanding under the Intralot RCF Agreement, no
letters of credit outstanding, and €190.0 million of unused commitments available.
The Intralot RCF Agreement is subject to mandatory prepayment upon a change of control and customer conditions precedent
to borrowing. The Intralot RCF Agreement contains customary covenants, including limitations on incurring additional
indebtedness and issuance of disqualified stock and preferred stock; restricted payments; liens; asset sales; transactions with
affiliates; and reporting requirements. The financial covenants include the maintenance of a senior secured net leverage ratio,
tested quarterly, as well as a total net leverage ratio not exceeding 4.75:1.00.
The Intralot Indenture and the Company's credit agreements contain customary restrictive covenants, including limitations on
incurring additional indebtedness and the issuance of disqualified stock and preferred stock, restricted payments, liens, asset
sales, and transactions with affiliates; and reporting requirements.
If the Intralot Notes or facilities obtain investment grade ratings from two rating agencies and no default has occurred and is
continuing, certain of these covenants will be suspended. Upon a reversion date (when the instruments no longer maintain
investment grade ratings from two rating agencies), the suspended covenants will be reinstated with respect to future events.
The Company's debt agreements contain customary cross-default and cross-acceleration provisions.
As of December 31, 2025 (Successor), the Company was in compliance with all covenants under its debt agreements and there
were no defaults in principal, interest, sinking fund, or redemption provisions with respect to any of its outstanding
indebtedness. No waivers of acceleration or covenant violations were in effect as of December 31, 2025 (Successor).
Debt Maturities
As of December 31, 2025 (Successor), the contractual annual principal maturities of long-term debt, including the Revolving
Credit Facility, are as follows:
(in thousands)
2026
$37,344
2027
66,442
2028
1,492,434
2029
1,014,333
2030
—
Thereafter
2,333,214
 
$4,943,767
54
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15.LEASES
Operating Leases
The Company is committed under various operating lease agreements for real estate and property used in operations. Certain
leases include various renewal options which are included in the lease term when the Company has determined it is reasonably
certain of exercising the options. Certain of these leases include percentage rent payments based on property revenues and/or
rent escalation provisions determined by increases in the CPI. These percentage rent and escalation provisions are treated as
variable lease payments and recognized as lease expense in the period in which the obligation for those payments are incurred.
Discount rates used to determine the present value of the lease payments are based on the Company’s incremental borrowing
rate commensurate with the term of the lease.
The Company had total operating lease liabilities of $1.93 billion and $1.62 billion as of December 31, 2025 (Successor) and
2024 (Predecessor), respectively, and right of use assets of $1.77 billion and $1.54 billion as of December 31, 2025 (Successor)
and 2024 (Predecessor), respectively, which were included in the consolidated balance sheets.
GLPI Leases
As of December 31, 2025 (Successor), the Company leases certain properties from GLPI under two separate master lease
agreements, the “Master Lease,” and the “Master Lease No. 2.” The Company’s Bally’s Evansville, Bally’s Dover, Bally’s
Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties are leased under the terms of the “Master
Lease” which requires combined initial minimum annual payments of $101.5 million. The Company’s Bally’s Kansas City and
Bally’s Shreveport properties are leased under the terms of the “Master Lease No. 2” which requires combined initial minimum
annual payments of $32.2 million. All components of the Master Lease and Master Lease No. 2 are accounted for as operating
leases within the provisions of ASC 842, over the lease term or until a re-assessment event occurs. Both leases have an initial
term of 15 years and include four, five-year options to renew and are subject to a minimum 1% annual escalation or greater
escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of December 31, 2025 (Successor).
Following the Merger, as of June 20, 2025 (Successor), the Company also has a master lease agreement through Queen with
GLPI, the “Queen Master Lease”, with The Queen Baton Rouge, Bally's Baton Rouge Casino and Hotel, Casino Queen
Marquette and DraftKings at Casino Queen properties originally being leased under the terms of the Queen Master Lease,
which required initial combined minimum annual payments of $31.7 million. All components of the Queen Master Lease are
accounted for as operating leases within the provisions of ASC 842, over the lease term or until a re-assessment event occurs.
The Queen Master Lease has an initial term of 15 years and includes four, five-year options to renew and is subject to annual
escalation. The renewal options are not reasonably certain of exercise as of December 31, 2025 (Successor). 
Effective July 1, 2025 (Successor), the DraftKings at Casino Queen and The Queen Baton Rouge properties were transferred to
Master Lease No. 2 and the associated annual payments of $28.9 million were reallocated from the Casino Queen Master Lease
to Master Lease No. 2. This was treated as a lease modification event where lease payments were reallocated across
components of the Master Lease No. 2 on a relative fair value basis and the right of use assets and lease liabilities were
remeasured.
In addition to the properties under the master leases explained above, the Company leases land associated with Tropicana Las
Vegas under a ground lease established with GLPI in 2022. This lease has an initial term of 50 years, with the possibility of
extending up to 99 years through renewal options, and requires initial minimum annual payments of $10.5 million, subject to
minimum 1% annual escalation or greater escalation dependent on CPI. In 2024, the Company modified the lease and GLPI
paid $48.6 million to the Company to fund the demolition of the building at the Tropicana Las Vegas site in exchange for
increasing initial annual payments by $4.1 million, subject to a minimum 1% annual increase or greater based on CPI, for a
total modified initial minimum annual payment of $14.6 million. The lease modification did not change the lease classification.
As of December 31, 2025 (Successor), the renewal options are not considered reasonably certain to be exercised.
On July 17, 2025, the Company entered into a new master lease agreement with GLP (the “Chicago MLA”), that amended the
existing ground lease for the property on which the Company plans to develop its Permanent Facility and a development
agreement with GLP (the “Chicago Development Agreement”) pursuant to which GLP has committed to advance up to $940
million (the “GLP Development Advances”) for the payment of hard costs used to construct the Permanent Facility in exchange
for increasing the amount of rent payable to GLP under the Chicago MLA.
55
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Chicago MLA has an initial term of 15 years and includes four, five-year options to renew and is subject to annual
escalation. Annual rent under the Chicago MLA is $20 million, with additional rent equal to 8.5% of the GLP Development
Advances that are granted to the Company. The amended and restated ground lease was considered a lease termination in the
third quarter due to the Company ceasing to control the use of the land effective upon signing of the Chicago MLA. As a result
of the termination, the right of use asset and lease liability were derecognized, and a $0.5 million gain on lease termination was
recorded. Under the Development Agreement, as construction occurs, the Company will recognize a construction receivable on
the consolidated balance sheets due from the GLP. To the extent costs exceed the amount to be reimbursed by GLP, such costs
are considered prepaid rent, which will be added to the associated operating lease right of use asset once the lease commences.
As of December 31, 2025 (Successor), the construction receivable balance was $63.2 million, classified within Accounts
receivable, net, and the prepaid rent balance was $175.8 million, classified within Other assets. In addition, the Company
incurred a loss on sale of assets to GLP of $8.7 million during the third quarter of 2025 related to construction costs previously
capitalized that were determined not to represent prepaid rent, including capitalized interest of $4.8 million. This loss is
classified within General and administrative on the Consolidated Statement of Operations. During the fourth quarter of 2025,
the Company received reimbursements from GLP of $201.6 million.
Components of the Company’s lease costs were as follows:
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Operating lease expense(1)
Operating lease cost
$208,377
$21,714
$157,829
Variable lease cost
8,873
1,238
12,121
Operating lease expense
217,250
22,952
169,950
Short-term lease expense
21,925
2,393
22,871
Total operating lease expense
$239,175
$25,345
$192,821
Gain on sale lease-back, net(2)(3)
$—
$—
$86,254
__________________________________
(1)Included within “General and administrative” in the Consolidated Statements of Operations
(2)Included within “Gain on sale-leaseback, net” in the Consolidated Statements of Operations.
(3)Gain on sale-leaseback, net includes a gain of $26.4 million and $209.8 million from the termination of the previous right of use assets and lease liabilities
and difference in the transaction price and the derecognition of assets, respectively, related to Bally’s Kansas City and Bally’s Shreveport, as well as a loss
of $150.0 million as a result of the lease modification of the land underlying the Company’s Bally’s Chicago project during the year ended December 31,
2024 (Predecessor).
Supplemental cash flow and other information related to operating leases are as follows:
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Cash paid for amounts included in the lease liability - operating cash flows
from operating leases
$195,915
$30,843
$145,891
Right of use assets obtained in exchange for operating lease liabilities
$129,273
$—
$495,747
Derecognition of operating leases
$(259,607)
$—
$—
Derecognition of financing obligation
$—
$—
$(200,000)
Successor
Predecessor
December 31, 2025
December 31, 2024
Weighted average remaining lease term
15.6 years
26.2 years
Weighted average discount rate
7.3%
8.5%
56
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025 (Successor), future minimum lease payments under noncancelable operating leases are as follows:
(in thousands)
2026
$236,872
2027
230,118
2028
229,308
2029
229,933
2030
231,032
Thereafter
2,255,078
Total lease payments
3,412,341
Less: present value discount
(1,478,504)
Lease obligations(1)
$1,933,837
__________________________________
(1)Total lease obligations exclude future minimum lease payments under the Chicago MLA, which has not yet commenced as of December 31, 2025
(Successor).
Lease Transactions
On February 11, 2026, the Company completed the previously announced sale-leaseback of its Bally’s Twin River property to
GLP for total consideration of $700 million, with initial annual rent of $56 million. Following the sale-leaseback, Bally's Twin
River is leased under the terms of Master Lease No. 2.
Lessor
The Company leases its hotel rooms to patrons. Hotel leasing arrangements vary in duration, but are short-term in nature.
Additionally, the Company leases lottery equipment to government lottery commissions in conjunction with providing related
operations, maintenance, and support services. These arrangements are priced either as (i) a fixed fee per machine per period or
(ii) a variable fee based on a percentage of the lottery organization’s gross ticket sales.
The Company records lessor revenue in “Non-gaming revenue” within the consolidated statements of operations. For the period
from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor)
and the year ended December 31, 2024 (Predecessor), the Company recognized $119.4 million, $11.0 million and
$148.7 million of lessor revenues.
16.EQUITY PLANS
Equity Incentive Plans
As of December 31, 2025 (Successor), the Company has one equity incentive plan: the Bally’s Corporation 2021 Equity
Incentive Plan (“2021 Incentive Plan”). The 2021 Incentive Plan was approved by shareholders at its 2021 Annual Meeting of
Shareholders effective May 18, 2021. The 2021 Incentive Plan provides for the grant of stock options, RSAs, RSUs, PSUs and
other awards (including those with performance-based vesting criteria) (collectively, “restricted awards” to employees, directors
or consultants of the Company. As of December 31, 2025 (Successor), 1.0 million shares were available for grant under the
2021 Incentive Plan.
As a result of the Merger described in Note 1, “General Information”, all outstanding restricted stock awards granted under the
Queen Casino’s Amended and Restated 2023 Equity Incentive Plan were cancelled and converted into restricted stock awards
under the Company’s 2021 Incentive Plan. The conversion was based on an exchange ratio set forth in the Merger Agreement
and resulted in the issuance of 1,754,410 restricted awards.
Share-Based Compensation
The Company recognized total share-based compensation expense of $31.1 million, $2.0 million and $14.8 million for the
period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025
(Predecessor) and the year ended December 31, 2024 (Predecessor), respectively. The total income tax benefit for share-based
compensation arrangements was $8.1 million, $0.5 million and $3.9 million, for the period from February 8, 2025 to December
31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31,
2024 (Predecessor), respectively.
57
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025 (Successor), there was $4.8 million of unrecognized compensation cost related to outstanding share-
based compensation arrangements (including RSA, RSU and PSU arrangements and stock options) which is expected to be
recognized over a weighted average period of 1.2 years.
Restricted Stock Units and Performance-Based Restricted Stock Units
Under the 2021 Incentive Plan, RSUs and PSUs have been awarded to eligible employees, members of the Company’s senior
management and certain members of its Board of Directors. Each RSU and PSU represents the right to receive one share of the
Company’s common stock. RSUs generally vest in one-third increments over a three year period and compensation cost is
recognized over the respective service periods based on the grant date fair value. PSUs generally vest over a three year period
depending on the individual award agreement and become eligible for vesting upon attainment of performance objectives for
the performance period. The number of PSUs that may become eligible for vesting varies and is dependent upon whether the
performance targets are met, partially met or exceeded each year. The fair value of RSUs and PSUs is based on the Company’s
common stock price as of the grant date.
The following summary presents information of equity-classified RSU and PSU activity for the period from February 8, 2025
to December 31, 2025 (Successor) and period from January 1, 2025 to February 7, 2025 (Predecessor):
 
Restricted
Stock
Units
Performance
Stock Units
Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2024 (Predecessor)
981,340
326,155
$15.85
Granted
—
—
—
Vested
(11,148)
—
22.10
Forfeited
(7,811)
—
14.45
Outstanding at February 7, 2025 (Predecessor)
962,381
326,155
$15.80
Outstanding at February 8, 2025 (Successor)
962,381
326,155
$15.80
Granted
1,407,245
443,383
14.66
Vested
(1,555,300)
(363,960)
16.54
Forfeited
(90,309)
(100,054)
15.24
Outstanding at December 31, 2025 (Successor)
724,017
305,524
$12.49
The total intrinsic value of RSUs vested was $27.1 million, $0.2 million, and $6.9 million, for the period from February 8, 2025
to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended
December 31, 2024 (Predecessor), respectively.
For PSU awards, performance objectives for each year are established no later than 90 days following the start of the year. As
the performance targets have not yet been established for the PSUs that are eligible to be earned in 2026 or later, a grant date
has not yet been established for those awards in accordance with ASC 718. The grant date for the 2025 (Successor) and 2024
(Predecessor) performance periods have been established and based upon achievement of the performance criteria for the
calendar years ended December 31, 2025 (Successor) and 2024 (Predecessor), 305,524 and 326,155 PSUs, respectively,
became eligible for vesting.
Stock Options
During the fourth quarter of 2025 (Successor), the Company granted equity-classified stock options under the 2021 Incentive
Plan. The stock options vest in three equal annual installments, half of which are based on continuous service with the
Company and half of which are based on the achievement of applicable performance criteria for each of the years ended
December 31, 2026, 2027 and 2028.
58
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
There were no stock options outstanding for the period ending February 7, 2025 (Predecessor). The following summary
presents information of stock options activity for the period from February 8, 2025 to December 31, 2025 (Successor):
Stock
Options
Weighted
Average
Grant Date
Fair Value
Outstanding at February 8, 2025 (Successor)
—
$—
Granted
1,567,500
5.32
Outstanding at December 31, 2025 (Successor)
1,567,500
$5.32
The following table summarizes the Company’s stock options outstanding as of December 31, 2025 (Successor):
Options Outstanding
Exercise Price
Number Outstanding
Weighted Average
Remaining Contractual
Life
Weighted Average Exercise
Price
$18.25
1,567,500
2.0 years
$18.25
As of December 31, 2025 (Successor), no options were exercisable and the options outstanding had no intrinsic value.
17.STOCKHOLDERS’ EQUITY
Capital Return Program
The Company has a Board of Directors approved capital return program under which the Company may expend a total of up to
$700 million for share repurchases and payment of dividends. Future share repurchases may be effected in various ways, which
could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other
transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market
conditions and other factors. There is no fixed time period to complete share repurchases. As of December 31, 2025
(Successor), $95.5 million was available for use under the capital return program.
There was no repurchase activity during the period from February 8, 2025 to December 31, 2025 (Successor), period from
January 1, 2025 to February 7, 2025 (Predecessor) or year ended December 31, 2024 (Predecessor).
No cash dividends were paid during the period from February 8, 2025 to December 31, 2025 (Successor), period from January
1, 2025 to February 7, 2025 (Predecessor) or year ended December 31, 2024 (Predecessor). As of December 31, 2025
(Successor), the Company does not intend to pay dividends on its common stock for the foreseeable future. Any future
determinations regarding the Company’s dividend policies will be at the discretion of the Board and will depend on then-
current conditions, including the Company’s financial condition, results of operations, contractual restrictions, capital and
regulatory requirements and other factors the Board deems relevant.
Preferred Stock
The Company has authorized the issuance of up to 10 million shares of $0.01 par value preferred stock. As of December 31,
2025 (Successor) and 2024 (Predecessor), no shares of preferred stock have been issued.
Shares Outstanding
As of December 31, 2025 (Successor), the Company had 48,524,809 common shares issued and outstanding. The Company
issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result
in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of
certain performance targets. These incremental shares are summarized below:
Penny Warrants (Note 2)
11,619,725
Outstanding awards under Equity Incentive Plans (Note 16)
2,597,041
14,216,766
59
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accumulated Other Comprehensive Loss
The following table reflects the change in accumulated other comprehensive loss by component:
Predecessor
(in thousands)
Foreign
Currency
Translation
Adjustment(1)
Benefit
Plans
Cash Flow
Hedges
Net
Investment
Hedges(2)
Total
Accumulated other comprehensive (loss)
income at December 31, 2023 (Predecessor)
$(177,203)
$886
$(11,246)
$(21,995)
$(209,558)
Other comprehensive (loss) income before
reclassifications
(79,853)
1,172
16,003
24,843
(37,835)
Reclassifications from accumulated other
comprehensive (loss) income to earnings
(4,689)
—
(11,031)
5,420
(10,300)
Tax effect
—
(312)
(1,915)
(347)
(2,574)
Net current period other comprehensive (loss)
income
(84,542)
860
3,057
29,916
(50,709)
Accumulated other comprehensive (loss)
income at December 31, 2024 (Predecessor)
(261,745)
1,746
(8,189)
7,921
(260,267)
Other comprehensive (loss) income before
reclassifications
(13,097)
—
1,425
3,655
(8,017)
Reclassifications from accumulated other
comprehensive (loss) income to earnings
—
—
(105)
7
(98)
Tax effect
—
—
(352)
(976)
(1,328)
Net current period other comprehensive (loss)
income
(13,097)
—
968
2,686
(9,443)
Accumulated other comprehensive (loss)
income at February 7, 2025 (Predecessor)
$(274,842)
$1,746
$(7,221)
$10,607
$(269,710)
Successor
(in thousands)
Foreign
Currency
Translation
Adjustment
Benefit
Plans
Cash Flow
Hedges(3)
Net
Investment
Hedges
Total
Accumulated other comprehensive income
(loss) at February 8, 2025 (Successor)
$—
$—
$—
$—
$—
Other comprehensive income (loss) before
reclassifications
172,110
18
(27,057)
(56,773)
88,298
Reclassification from accumulated other
comprehensive income (loss) to earnings
—
—
4,422
2,063
6,485
Tax effect
(44,275)
—
5,906
14,275
(24,094)
Net current period other comprehensive
income (loss)
127,835
18
(16,729)
(40,435)
70,689
Amount attributable to non-controlling
interest
(1,268)
—
—
—
(1,268)
Accumulated other comprehensive income
(loss) at December 31, 2025 (Successor)
$126,567
$18
$(16,729)
$(40,435)
$69,421
__________________________________
(1)Reclassifications from accumulated other comprehensive (loss) income during the year ended December 31, 2024 (Predecessor) to earnings includes the
foreign currency translation adjustment of $(4.7) million released related to the Company’s sale of the Carved-Out Business (refer to Note 3 “Related
Party Transactions” for further information).
(2)Reclassifications from accumulated other comprehensive (loss) income during the year ended December 31, 2024 (Predecessor) to earnings includes
$9.1 million released as a result of de-designating a EUR-GBP cross currency swap related to the Company’s sale of the Carved-Out Business (refer to
Note 3 “Related Party Transactions” for further information).
(3)As of December 31, 2025 (Successor), approximately $16.9 million of existing gains and losses are estimated to be reclassified into earnings within the
next 12 months.
60
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18.INCOME TAXES
The components of income (loss) before taxes are as follows:
Successor
Predecessor
(in thousands)
Period from
February 8, 2025 to
December 31, 2025
Period from January
1, 2025 to February 7,
2025
Year Ended
December 31, 2024
Domestic
$(432,530)
$(60,066)
$(456,728)
Foreign
(185,445)
9,706
(95,774)
Total
$(617,975)
$(50,360)
$(552,502)
The components of the provision (benefit) for income taxes are as follows:
Successor
Predecessor
(in thousands)
Period from
February 8, 2025 to
December 31, 2025
Period from January
1, 2025 to February
7, 2025
Year Ended
December 31, 2024
Current taxes
 
Federal
$(488)
$—
$(3,219)
State
(175)
3
1,390
Foreign
41,959
1,762
(6,866)
41,296
1,765
(8,695)
Deferred taxes
Federal
19,928
(367)
(18,326)
State
2,744
(734)
(10,789)
Foreign
(16,404)
—
53,062
6,268
(1,101)
23,947
Provision for income taxes
$47,564
$664
$15,252
61
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the provision for income taxes to the amount computed by applying the 21% US federal income tax rate to
income (loss) before income taxes after the adoption of ASU 2023-09 is as follows:
Successor
Predecessor
Period from February 8, 2025
to December 31, 2025
Period from January 1, 2025 to
February 7, 2025
(in thousands, except percentages)
Amount
Percentage
Amount
Percentage
Income tax expense at US Federal Statutory Tax Rate
$(129,774)
21.0%
$(10,576)
21.0%
State and local income taxes, net of federal effect(1)(2)
2,539
(0.4)%
(577)
1.2%
Foreign tax effects:
Gibraltar
Statutory tax rate difference between Gibraltar
and United States
25,700
(4.2)%
(39)
0.1%
Nondeductible expenses and nontaxable income
(1,944)
0.3%
1,481
(2.9)%
Other
563
(0.1)%
(95)
0.2%
United Kingdom
Statutory tax rate difference between the United
Kingdom and United States
686
(0.1)%
41
(0.1)%
Changes in valuation allowance
10,357
(1.7)%
134
(0.3)%
Nondeductible expenses and nontaxable income
(20,325)
3.3%
(520)
1.0%
Other
4,999
(0.8)%
(1)
—%
Jersey
Statutory tax rate difference between Jersey and
United States
25,329
(4.1)%
(901)
1.8%
Other
4,709
(0.8)%
(56)
0.1%
Isle of Man
Statutory tax rate difference between the Isle of
Man and United States
7,702
(1.2)%
(301)
0.6%
Spain
Provincial tax rate difference between Ceuta and
United States
(7,920)
1.3%
67
(0.2)%
Greece
Changes in valuation allowance
8,978
(1.5)%
—
—%
Other
(147)
—%
—
—%
Other foreign jurisdictions
5,813
(0.9)%
(86)
0.2%
Effect of cross-border tax laws
Global intangible low-taxed income
(6,742)
1.1%
2,302
(4.6)%
Subpart F income
3,518
(0.6)%
789
(1.6)%
Other
69
—%
—
—%
Changes in valuation allowances
88,531
(14.3)%
6,392
(12.7)%
Nontaxable or nondeductible items
Nondeductible transaction costs
11,241
(1.8)%
2,235
(4.4)%
Other
4,416
(0.7)%
356
(0.7)%
Changes in unrecognized tax benefits
(514)
0.1%
19
—%
Other adjustments
Current period adjustment to deferred tax liability
8,653
(1.4)%
—
—%
Other
1,127
(0.2)%
—
—%
Effective Tax Rate
$47,564
(7.7)%
$664
(1.3)%
__________________________________
(1)The state and local jurisdictions that contribute to the majority of the tax effect in this category for the period from February 8, 2025 to December 31,
2025 (Successor) include Delaware, Illinois, Louisiana, Mississippi, Missouri, Kansas City (Missouri), and Pennsylvania.
(2)The state and local jurisdictions that contribute to the majority of the tax effect in this category for the period from January 1, 2025 to February 7, 2025
(Predecessor) include Rhode Island, Illinois and Indiana.
62
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the effective rate to the statutory US federal tax rate before the adoption of ASU 2023-09 is as follows:
Predecessor
(in thousands)
Year Ended
December 31, 2024
Income tax benefit at statutory federal rate
$(116,025)
State income taxes, net of federal effect
(30,390)
Foreign tax rate adjustment
64,884
Nondeductible professional fees
3,117
Other permanent differences including lobbying expense
(8,906)
Share-based compensation
992
CARES Act
(3,153)
Return to provision adjustments
6,455
Global intangible low-tax income
17,941
Change in uncertain tax positions
681
Change in valuation allowance
79,656
Total provision (benefit) for income taxes
$15,252
Effective income tax rate on continuing operations
(2.8)%
Significant components of the Company’s deferred income taxes are as follows:
 
Successor
Predecessor
(in thousands)
December 31, 2025
December 31, 2024
Deferred tax assets:
 
Interest
$415,119
$283,757
Net operating loss carryforwards
112,748
44,510
Property and equipment
—
26,911
Accrued and other current liabilities
31,693
5,498
Framework Agreement liabilities
6,324
20,344
Share-based compensation
10,529
5,876
Goodwill
12,426
—
Leases
51,153
16,183
Valuation allowance
(275,077)
(234,599)
Total deferred tax assets, net
364,915
168,480
Deferred tax liabilities:
Land
(13,530)
(4,167)
Property and equipment
(91,875)
—
Change in accounting method
—
(281)
Cumulative translation adjustment
(44,275)
—
RI Joint Venture and GLPI Partnership
(174,647)
(175,614)
Revaluation of instruments
(193,254)
—
Amortizable assets
(388,365)
(104,323)
Total deferred tax liabilities
(905,946)
(284,385)
Net deferred tax liabilities
$(541,031)
$(115,905)
The Company does not reinvest undistributed earnings, and accordingly, the Company has determined that no deferred tax
liability is required for undistributed foreign earnings as of December 31, 2025 (Successor) and 2024 (Predecessor). In addition,
the Company has recorded a deferred tax liability to other comprehensive income related to the translation of the financial
statements of foreign subsidiaries as of December 31, 2025 (Successor) and will continue to monitor for future changes.
63
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets
and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company will only recognize
a deferred tax asset when, based on available evidence, realization is more likely than not. The Company has assessed its
deferred tax liabilities arising from taxable temporary differences and has concluded such liabilities are not a sufficient source
of income for the realization of deferred tax assets, including indefinite life taxable temporary differences which offset, subject
to limitation, deferred tax assets with unlimited carry overs, such as the Section 163(j) interest limitation. Accordingly, a $275.1
million and $234.6 million valuation allowance has been established as of December 31, 2025 (Successor) and 2024
(Predecessor), respectively.
As of December 31, 2025 (Successor) there was $217.3 million of federal net operating carryforwards subject to a section 382
limitation with an unlimited carryforward period, and $590.1 million of state net operating loss carryforwards, which expire at
various dates through 2045.
The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit
carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to
utilize these carryforwards prior to expiration. Section 382 can also apply when we acquire subsidiaries with net operating loss
carryforwards, as there may be limitations on the use of acquired net operating losses against our taxable income.
From time to time, the Company may be subject to audits covering a variety of tax matters by taxing authorities in any taxing
jurisdiction where the Company conducts business. While the Company believes that the tax returns filed and tax positions
taken are supportable and accurate, some tax authorities may not agree with the positions taken. As of December 31, 2025
(Successor), there was $20.6 million tax contingency accruals and deferred tax asset reductions for uncertain tax positions, of
which $18.1 million would impact the effective tax rate, if recognized. This can give rise to tax uncertainties which, upon audit,
may not be resolved in the Company’s favor. A reconciliation of the beginning and ending balances of the gross liability for
uncertain tax positions is as follows (in thousands):
Uncertain tax position liability at December 31, 2023 (Predecessor)
$29,286
Increases related to tax positions taken during the period
(4,462)
Uncertain tax position liability at December 31, 2024 (Predecessor)
24,824
Decreases related to tax positions taken during the period
(19)
Uncertain tax position liability at February 7, 2025 (Predecessor)
24,805
Uncertain tax position liability at February 8, 2025 (Successor)
$26,747
Decreases related to tax positions taken during prior periods
(586)
Decreases related to settlements with taxing authorities
(5,539)
Uncertain tax position liability at December 31, 2025 (Successor)
$20,622
The Company records interest and penalties related to uncertain tax positions as a component of the income tax provision
(benefit). The Company has reserved interest and penalties on uncertain tax positions of $0.8 million as of December 31, 2025
(Successor). The Company has reserved interest and penalties on uncertain tax positions of $1.0 million as of December 31,
2024 (Predecessor). The Company has recorded a $0.2 million benefit for interest on uncertain tax positions on the consolidated
statements of operations for the period from February 8, 2025 to December 31, 2025 (Successor). The Company has recorded a
$0.3 million provision for interest on uncertain tax positions on the consolidated statements of operations for the year ended
December 31, 2024 (Predecessor).
The Company and its subsidiaries file tax returns in several jurisdictions including the US and various US state and foreign
jurisdictions. The Company remains subject to examination for US federal income tax purposes for the years ended December
31, 2015 through 2025 (Successor), as a result of a 2020 net operating loss carryback claim. The Company remains subject to
examination for state and foreign income tax purposes for the years ended December 31, 2014 through 2025. The Company
settled the appeal of its audit by the State of Colorado during the period from February 8, 2025 to December 31, 2025
(Successor). In addition, the disallowance of a loss carryforward generated in a period outside of the normal statute of
limitations is generally open until the statute of limitations expires in the year of the utilization of the loss.
64
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income taxes paid, net of refunds received were as follows:
Successor
(in thousands)
Period from February 8,
2025 to December 31, 2025
US Federal
$5,226
US state and local
New Jersey
(2,742)
Other states
31
Total
(2,711)
Foreign:
Gibraltar
38,788
United Kingdom
3,548
Spain
2,662
Other foreign jurisdictions
2,601
Total
47,599
Total income taxes paid, net of refunds
$50,114
__________________________________
During the period from January 1, 2025 to February 7, 2025 (Predecessor), cash received from income tax refunds was $0.1 million in the
State of Delaware.
Cash received from income tax refunds, net of cash paid was $2.2 million during the year ended December 31, 2024
(Predecessor).
19.COMMITMENTS AND CONTINGENCIES
Litigation
The Company is a party to other various legal and administrative proceedings which have arisen in the ordinary course of its
business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current
liability for the estimated losses associated with these proceedings is not material to the Company’s consolidated financial
condition and those estimated losses are not expected to have a material impact on results of operations. Although the Company
maintains what it believes is adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and
administrative proceedings can be costly, time-consuming and unpredictable.
Although no assurance can be given, the Company does not believe that the final outcome of these matters, including costs to
defend itself in such matters, will have a material adverse effect on the company’s consolidated financial statements. Further, no
assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from
such matters.
New York Conveyance Agreement
On November 17, 2025, the Company entered into a Conveyance Agreement (the “Conveyance Agreement”) with the City of
New York (the “City”) and Bally’s New York Operating Company, LLC, a Delaware limited liability company and a
subsidiary of the Company (“Bally’s New York”).  Pursuant to the Conveyance Agreement, the City agreed to (i) dispose of
certain parkland property interests to Bally’s New York (the “Development Parcel”), (ii) alienate certain parkland in order to
grant Bally’s New York a non-exclusive easement over such lands for purposes of accessing the Development Parcel and (iii)
discontinue certain lands as parkland and alienate and transfer jurisdiction of such lands to the City’s Department of
Transportation for use as public roadways (the “Ring Road Parcel”) to facilitate access to the Development Parcel and so the
Development Parcel may be used by the Company for a gaming facility.
The closing of the transactions contemplated by the Conveyance Agreement occurred in February 2026 and was contingent
upon, among other things, (i) Bally’s New York’s agreement to (a) make certain capital improvements to Ferry Point Park in
the Bronx, NY with a fair market value of approximately $161 million and (b) to deliver security instruments to the City to
secure the performance and completion of such capital improvements, (ii) the Company being awarded a downstate gaming
facility license from the New York State Gaming Commission, (iii) payment by Bally’s New York to the City’s Department of
Parks & Recreation of an administrative fee in the amount of $1 million, (iv) Bally’s New York’s agreement to pay for all costs
and expenses for the development and mapping of the Ring Road Parcel and (v) Bally’s New York’s payment of real property
transfer taxes with respect to the transactions contemplated by the Conveyance Agreement.
65
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
New York Gaming License Commitments
In December 2025, the Company was awarded one of New York State’s three downstate commercial casino licenses for its
planned Bally’s Bronx project, requiring the Company to pay a $500 million license fee, which was paid in the first quarter of
2026, as well as post a bond or cash deposit equal to 5% of the total project investment. The Company must also implement its
community benefit commitments, including periodic public reporting, and engage an independent Compliance Monitoring
Team approved by the New York State Gaming Commission to oversee regulatory, anti‑money‑laundering, and
community‑benefit compliance.
Capital Expenditure Commitments
Bally’s Twin River - Pursuant to the terms of the Regulatory Agreement in Rhode Island, the Company is committed to invest
$100 million in its Rhode Island properties over the term of the master contract through June 30, 2043, including an expansion
and the addition of new amenities at Bally’s Twin River. As of December 31, 2025 (Successor), approximately $40.5 million of
the commitment remains.
Bally’s Chicago - Pursuant to the Host Community Agreement with the City of Chicago, the Company’s indirect subsidiary is
required to spend at least $1.34 billion on the design, construction and outfitting of the temporary casino and the permanent
resort and casino. The actual cost of the development may exceed this minimum capital investment requirement. In addition,
land acquisition costs and financing costs, among other types of costs, are not counted toward meeting this requirement. As of
December 31, 2025 (Successor), approximately $800.0 million of this commitment remains.
Bally’s New York - As noted above pursuant to the Conveyance Agreement, Bally’s New York must spend $161 million in
capital improvements to Ferry Point Park to be completed within 7 years after closing.
City of Chicago Guaranty
In connection with the Host Community Agreement, entered into by Bally’s Chicago Operating Company, LLC (the
“Developer”), a wholly-owned indirect subsidiary of the Company, the Company provided the City of Chicago with a
performance guaranty whereby the Company agreed to have and maintain available financial resources in an amount reasonably
sufficient to allow the Developer to complete its obligations under the Host Community Agreement. In addition, upon notice
from the City of Chicago that the Developer has failed to perform various obligations under the Host Community Agreement,
the Company has agreed to indemnify the City of Chicago against any and all liability, claim or reasonable and documented
expense the City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations.
Bally’s Chicago Casino Fees
Under the Illinois Gambling Act, the Company will be responsible to pay the Illinois Gaming Board a reconciliation fee
payment three years after the date operations commenced (in a temporary or permanent facility) in an amount equal to 75% of
the adjusted gross receipt (“AGR”) for the most lucrative 12-month period of operations, minus the amount equal to the initial
payment per gaming position paid.
Performance and other bonds
Certain contracts require the Company to provide a surety bond as a guarantee of performance for the benefit of customers.
These bonds give beneficiaries the right to obtain payment and/or performance from the issuer of the bond if certain specified
events occur. In the case of performance bonds, such events include the Company’s failure to perform its required obligations
under the applicable contracts. In general, the Company would only be liable for these guarantees in the event of breach of its
obligations and failure to perform under each applicable contract, which the Company determined is not probable. Accordingly,
no liability has been recorded as of December 31, 2025 (Successor) and 2024 (Predecessor) related to these bonds.
Sponsorship Commitments
As of December 31, 2025 (Successor), the Company has entered into multiple sponsorship agreements with various
professional sports leagues and teams. These agreements commit a total of $114.9 million through 2036 and grant the Company
rights to use official league marks for branding and promotions, among other benefits.
66
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Interactive Technology Commitments
The Company has certain multi-year agreements with its various market access and content providers, as well as its online
sports betting platform partners, that require the Company to pay variable fees based on revenue, with minimum annual
guarantees. As of December 31, 2025 (Successor), the cumulative minimum obligation committed in these agreements is $32.1
million through 2029.
Collective Bargaining Agreements
As of December 31, 2025 (Successor), the Company had approximately 11,700 employees. A large number of our employees at
our Casinos & Resorts properties within several US states are represented by a labor union and are subject to collective
bargaining agreements with us. As of December 31, 2025 (Successor), the Company had 36 collective bargaining agreements
covering approximately 3,679 employees. All collective bargaining agreements are in good standing and most have been
renegotiated with terms between three and five years. There can be no assurance that we will be able to extend or enter into
replacement agreements. If the Company is able to extend or enter into replacement agreements, there can be no assurance as to
whether the terms will be on comparable terms to the existing agreements.
20.SEGMENT REPORTING
During the first quarter of 2025, the Company moved a component of the North America Interactive operating segment into a
separate operating segment, which is reported in the Corporate & Other category. In the fourth quarter of 2025, the Company
further updated its operating and reportable segments in connection with the Intralot Transaction. These changes were made to
better align with the Company’s strategic growth initiatives and how its chief operating decision maker evaluates performance
and allocates resources. As a result, the Company determined it had four operating and reportable segments: Casinos & Resorts,
Bally's Intralot B2B, Bally's Intralot B2C, and North America Interactive. Prior period reportable segment results and related
disclosures have been conformed to reflect the Company’s current reportable segments.
The Company’s four reportable segments as of December 31, 2025 (Successor) include:
Casinos & Resorts - Includes 19 casino and resort properties, one horse racetrack and one golf course.
Bally's Intralot B2B - Includes Intralot’s B2B global lottery and technology services operations and the Company’s licensing
business.
Bally's Intralot B2C - Includes the Company’s interactive European gaming operations, Intralot’s B2C lottery operations, as
well as one casino property, Bally's Newcastle, in the UK.
North America Interactive - A portfolio of sports betting and iGaming offerings in the United States and Canada.
The “Corporate & Other” category includes interest expense, select immaterial operating segments, unallocated corporate
operating expenses, and other adjustments, such as the elimination of inter-segment transactions, to reconcile with the
Company's consolidated results. This category further accounts for other expenses such as share-based compensation,
acquisition and transaction costs, and other non-recurring charges.
The Company’s chief operating decision maker is its Executive Committee, consisting of the Chief Executive Officer,
President, and Chief Financial Officer. The Company uses consolidated Adjusted EBITDA and segment Adjusted EBITDAR to
analyze the performance of its business and they are used as determining factors for performance-based compensation for
members of the Company’s management team. The Company uses consolidated Adjusted EBITDA and segment Adjusted
EBITDAR when evaluating the operating performance of the business because management believes that the inclusion or
exclusion of certain recurring and non-recurring items is necessary to provide a more fulsome understanding of the core
operating results and as a means to evaluate period-to-period performance.
Management believes segment Adjusted EBITDAR is representative of its ongoing business operations including its ability to
service debt and to fund capital expenditures, acquisitions and operations, in addition to it being a commonly used measure of
performance in the gaming industry and used by industry analysts to evaluate operations and operating performance.
67
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025 (Successor), the Company’s operations were predominately in the US and Europe with a less
substantive footprint in other countries world-wide. For geographical reporting purposes, revenue generated outside of the US
consists primarily of revenue from the UK. Revenue generated from the UK represented approximately 28% and 32% of total
revenue, respectively, during the period from February 8, 2025 to December 31, 2025 (Successor) and the period from January
1, 2025 to February 7, 2025 (Predecessor). During the year ended December 31, 2024 (Predecessor), revenue generated outside
of the US consisted primarily of revenue from the UK and Japan of approximately 28% and 6% of total revenue, respectively.
The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.
The following table sets forth revenue and Adjusted EBITDAR for the Company’s four reportable segments and reconciles
Adjusted EBITDAR on a consolidated basis to net loss. The Other category is included in the following tables in order to
reconcile the segment information to the Company’s consolidated financial statements.
68
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Revenue
Casinos & Resorts
$1,382,438
$124,299
$1,363,113
Bally's Intralot B2B
97,354
3,720
6,861
Bally's Intralot B2C
752,996
75,265
902,632
North America Interactive
196,310
16,941
170,317
Corporate & Other
7,091
273
7,555
Total
$2,436,189
$220,498
$2,450,478
Adjusted EBITDAR(1)
Casinos & Resorts
$370,774
$23,554
$370,518
Bally's Intralot B2B
34,769
3,720
6,861
Bally's Intralot B2C
297,788
25,220
329,599
North America Interactive
(5,007)
(5,661)
(27,498)
Corporate & Other
(61,087)
(6,774)
(64,950)
Total
637,237
40,059
614,530
Operating (expense) income:
Rent expense associated with triple net operating leases(2)
(159,228)
(15,669)
(118,919)
Depreciation and amortization
(293,118)
(22,343)
(379,544)
Transaction costs
(100,488)
(5,106)
(41,060)
Restructuring
—
—
(17,921)
Tropicana Las Vegas demolition and closure costs
(28,332)
(2,605)
(59,838)
Share-based compensation
(31,111)
(1,954)
(14,752)
Gain on sale-leaseback, net
—
—
86,254
Impairment charges
(181,620)
—
(248,879)
Loss on disposal of business
—
—
(27,796)
Merger Agreement and Intralot Transaction costs(3)
(63,161)
(11,233)
(14,808)
Payment service provider write-off (4)
—
—
(6,333)
Other
(57,881)
(1,915)
(29,262)
Loss from operations
(277,702)
(20,766)
(258,328)
Other income (expense)
Interest expense, net
(365,233)
(27,229)
(289,629)
Other
24,960
(2,365)
(4,545)
Total other expense, net
(340,273)
(29,594)
(294,174)
Loss before income taxes
(617,975)
(50,360)
(552,502)
Provision for income taxes
(47,564)
(664)
(15,252)
Net loss
$(665,539)
$(51,024)
$(567,754)
__________________________________
(1)Adjusted EBITDAR is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes,
depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain
other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments, plus
rent expense associated with triple net operating leases.
(2)Consists primarily of the operating lease components contained within certain triple net leases with GLPI. Refer to Note 15 “Leases” for further
information.
(3)Costs incurred in connection with the Merger Agreement and Intralot Transaction discussed in Note 1 “General Information.”
69
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(4)The Company recorded a $6.3 million charge to reduce amounts due from payment service providers (“PSP”) due to a circumstance whereby the payment
processer for certain online sports wagering deposits failed to capture and settle funds with patrons of the Company. The Company was not able to
recover the full amount due from the payment service provider, resulting in a write down to the recoverable amount. In addition to amounts recovered, the
Company received $5.1 million from the PSP as a signing bonus for entering into an extension agreement.
The following table sets forth significant segment expenses and other segment items by reportable segment:
(in thousands)
Casinos &
Resorts
Bally's
Intralot B2B
Bally's
Intralot B2C
North
America
Interactive
Period from February 8, 2025 to December 31,
2025 (Successor)
Revenue
$1,382,438
$97,354
$752,996
$196,310
Less: segment expenses
Marketing costs
60,679
1,353
81,914
47,513
Gaming tax
187,963
249
148,120
38,307
Compensation
388,994
25,986
78,014
26,633
Other direct costs
—
5,943
74,549
47,420
Casino property costs
153,110
—
—
—
General and administrative
70,073
16,108
40,415
27,729
Other segment items(1)
150,845
12,946
32,196
13,715
Segment EBITDAR
$370,774
$34,769
$297,788
$(5,007)
Period from January 1, 2025 to February 7, 2025
(Predecessor)
Revenue
$124,299
$3,720
$75,265
$16,941
Less: segment expenses
Marketing costs
8,814
—
8,362
5,055
Gaming tax
20,917
—
16,535
6,461
Compensation
41,381
—
8,492
3,213
Other direct costs
—
—
8,183
8,355
Casino property costs
26,653
—
—
—
General and administrative
10,712
—
6,261
2,220
Other Segment Items(1)
(7,732)
—
2,212
(2,702)
Segment EBITDAR
$23,554
$3,720
$25,220
$(5,661)
Year Ended December 31, 2024 (Predecessor)
Revenue
$1,363,113
$6,861
$902,632
$170,317
Less: segment expenses
Marketing costs
89,245
—
118,449
51,927
Gaming tax
190,505
—
158,691
48,015
Compensation
393,160
—
97,431
38,057
Other direct costs
—
—
134,192
57,065
Casino property costs
141,218
—
—
—
General and administrative
73,143
—
64,359
22,863
Other segment items(1)
105,324
—
(89)
(20,112)
Segment EBITDAR
$370,518
$6,861
$329,599
$(27,498)
__________________________________
(1)Other Segment Items primarily includes Gaming and non-gaming expenses within our Casinos & Resorts reportable segment, and certain other
immaterial costs and allocations within each of the Company’s reportable segments.
70
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Successor
Predecessor
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
(in thousands)
Capital Expenditures
Casinos & Resorts
$60,783
$5,306
$60,373
Bally's Intralot B2B
5,360
—
—
Bally's Intralot B2C
5,017
148
706
North America Interactive
818
—
2,147
Corporate & Other(1)
95,891
10,970
136,601
Total
$167,869
$16,424
$199,827
__________________________________
(1)Includes $95.3 million, $11.0 million, and $133.6 million related to our future Bally’s Chicago project during the period from February 8, 2025 to
December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor),
respectively.
Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources
and accordingly, are not presented.
21.LOSS PER SHARE
Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of
the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which
future service is required as a condition to the delivery of the underlying common stock.
Successor
Predecessor
 
Period from
February 8,
2025 to
December 31,
2025
Period from
January 1,
2025 to
February 7,
2025
Year Ended
December 31,
2024
(in thousands, except per share data)
Net loss attributable to Bally’s Corporation
$(650,074)
$(51,024)
$(567,754)
Weighted average common shares outstanding, basic
60,556,906
48,742,859
48,468,887
Weighted average effect of dilutive securities
—
—
—
Weighted average common shares outstanding, diluted
60,556,906
48,742,859
48,468,887
Basic loss per share
$(10.73)
$(1.05)
$(11.71)
Diluted loss per share
$(10.73)
$(1.05)
$(11.71)
Anti-dilutive shares excluded from the calculation of diluted earnings per
share
464,405
5,056,640
5,377,457
The Company has Penny Warrants which participate in dividends with the Company’s common stock subject to certain
contingencies. In the period in which the contingencies are met, those instruments are participating securities to which income
will be allocated using the two-class method. The Penny Warrants were considered exercisable for little to no consideration and
are therefore included in basic shares outstanding at their issuance date. Refer to Note 2 “Summary of Significant Accounting
Policies” for further information regarding the Framework Agreement.
71
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22.SUBSEQUENT EVENTS
New Term Loan Facility
On February 11, 2026, the Company entered into a new $1.1 billion term loan credit facility due 2031 (the “Term Loans”). The
Term Loans were provided by funds managed by Ares Management Credit, King Street Capital Management, and TPG Credit.
The Term Loans are secured by substantially all material assets of the Company and its wholly owned subsidiaries, subject to
customary exceptions and exclusions.
Term Loan Facility and Revolving Credit Facility Repayments
On February 11, 2026, the Company repaid in full the outstanding balance under its Term Loan Facility, resulting in cash
payments of $1.48 billion. Additionally, in February 2026, the Company paid down $448.0 million of amounts outstanding
under its Revolving Credit Facility, which had been drawn in January 2026 to fund the New York gaming license fee.
72
ITEM 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
a.Documents filed as a part of this Annual Report on Form 10-K.
1.Financial Statements. The Financial Statements filed as part of this Annual Report on Form 10-K are listed in the
Index to Financial Statements in “Item 8. Financial Statements and Supplementary Data.”
2.Financial Statement Schedules. All schedules have been omitted because they are either not required or the
information required is included in our consolidated financial statements or the notes thereto included in Item 8
hereof.
3.Exhibits.
Exhibit
Number
Description of Exhibit
2.1#
2.2#
2.3#
2.4
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
73
Exhibit
Number
Description of Exhibit
4.7
4.8
10.1
10.2
10.3
10.4
10.5**
10.6**
10.7**
10.8**
10.9**
10.10**
10.11**
10.12**
10.13**
10.14**
74
Exhibit
Number
Description of Exhibit
10.15**
10.16**
10.17**
10.18**
10.19**
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27**
10.28**
10.29
75
Exhibit
Number
Description of Exhibit
10.30
10.31
10.32**
10.33
10.34
10.35
10.36
10.37
10.38**
10.39**
10.40**
10.41**
10.42**
10.43**
76
Exhibit
Number
Description of Exhibit
10.44
19.1
21.1
23.1*
31.1*
31.2*
32.1*
32.2*
97.1
99.1
101.INS
Inline XBRL Instance Document - the instance document does not appear in the interactive data file because
XBRL tags are embedded within the inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page from Bally’s Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025,
formatted in inline XBRL contained in Exhibit 101
#
As permitted under Item 601(a)(5) of Regulation S-K, the exhibits and schedules to this exhibit are omitted from this filing.
The Company agrees to furnish a supplemental copy of any omitted exhibit or schedule to the SEC upon its request.
*
Filed herewith.
**
Management contracts or compensatory plans or arrangements.
77
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 20, 2026.
BALLY’S CORPORATION
By: 
/s/ VLADIMIRA MIRCHEVA
Vladimira Mircheva
Chief Financial Officer
(Principal Financial and Accounting Officer)
By:
/s/ ROBESON M. REEVES
Robeson M. Reeves
Chief Executive Officer
(Principal Executive Officer)
(Principal Executive Officer)