Big 2025 loss and Intralot deal in Bally’s (NYSE: BALY) 10-K/A
Filing Impact
Filing Sentiment
Form Type
10-K/A
Bally’s Corporation filed Amendment No. 1 to its Annual Report to add the auditor’s missing signature; all other disclosures continue to speak as of the original filing date.
For 2025, Bally’s reported total revenue of $2.44 billion for the Successor period from February 8 to December 31 and a net loss attributable to Bally’s of $650.1 million, reflecting heavy interest expense, impairment charges and merger-related costs. Basic and diluted loss per share for that period was $10.73.
The balance sheet expanded significantly after the Queen Merger and the Intralot acquisition, with total assets of $11.23 billion and total liabilities of $8.69 billion at December 31, 2025, including $4.50 billion of long-term and current debt. Non‑controlling interests of $1.55 billion mainly reflect minority ownership in Intralot and Bally’s Chicago.
The independent auditor concluded the financial statements present fairly in conformity with US GAAP but issued an adverse opinion on internal control over financial reporting because of a material weakness. Critical audit matters focused on goodwill impairment for the International Interactive reporting unit and complex purchase accounting for the Queen Merger and the Intralot business combination.
Positive
- None.
Negative
- Adverse internal control opinion: The auditor reported a material weakness in Bally’s internal control over financial reporting as of December 31, 2025, leading to an adverse control opinion even though the financial statements received a clean GAAP opinion.
- Large net loss and leverage: Bally’s recorded a net loss attributable to the company of $650.1 million for the Successor 2025 period and ended the year with $4.50 billion of debt, indicating a highly leveraged, loss‑making capital structure.
- High goodwill and intangibles: Goodwill and identifiable intangible assets totaled over $6.43 billion at December 31, 2025, including $1.5 billion tied to the International Interactive reporting unit, increasing sensitivity to future impairment if forecasts are not met.
Insights
Adverse controls opinion and complex deals add risk despite clean GAAP audit.
The auditor states Bally’s 2025 financial statements are fairly presented, yet it issued an adverse opinion on internal control over financial reporting due to a material weakness. That means the numbers are audited, but the processes that produce them had a significant deficiency requiring remediation.
Results are shaped by two large transactions. The Queen Merger was treated as a common‑control transaction, pushing down Parent’s basis and roughly $555.8M of consideration into equity, which breaks year‑over‑year comparability. Later, Bally’s became the accounting acquirer of Intralot, consolidating its global B2B and B2C lottery and gaming operations.
These deals drove a sharp balance‑sheet expansion to $11.23B of assets and $8.69B of liabilities at December 31, 2025, plus $1.55B of non‑controlling interests. The auditor identified goodwill valuation in the International Interactive reporting unit and fair value allocation for the Queen and Intralot combinations as critical audit matters, highlighting heavy reliance on management forecasts, discount rates and market multiples.
Key Figures
Successor 2025 revenue: $2.44B
Net loss attributable to Bally’s: $650.1M
Loss per share: $10.73 per share
+5 more
8 metrics
Successor 2025 revenue
$2.44B
Total revenue from February 8 to December 31, 2025
Net loss attributable to Bally’s
$650.1M
Successor period February 8 to December 31, 2025
Loss per share
$10.73 per share
Basic and diluted, Successor period 2025
Total assets
$11.23B
Consolidated assets at December 31, 2025
Total debt
$4.50B
Current and long‑term debt at December 31, 2025
International Interactive goodwill
$1.5B
Goodwill in International Interactive reporting unit at December 31, 2025
Intralot purchase accounting consideration
$1.60B
Fair value basis for Intralot business combination
Non‑controlling interest
$1.55B
Equity attributable to minority holders at December 31, 2025
Key Terms
material weakness, critical audit matter, business combination, non-controlling interest, +1 more
5 terms
material weakness financial
"our report dated March 23, 2026, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
critical audit matter financial
"The critical audit matter communicated below are matters arising from the current-period audit of the financial statements"
A critical audit matter is a specific item that an independent auditor highlights in their report because it involved the most difficult, subjective, or risky judgments when checking a company’s financial statements. Think of it like the mechanic’s note on a car inspection that points out the most worrisome issues and how they were examined; for investors, CAMs flag areas where financial numbers rely heavily on estimates or complex accounting and therefore deserve extra attention.
business combination financial
"will be accounted for as a business combination under ASC 805"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
non-controlling interest financial
"The remaining 42.1% of Intralot’s equity interests held by third parties will be reflected as a noncontrolling interest"
Non-controlling interest represents the portion of ownership in a company held by investors who do not have a controlling stake, meaning they do not have enough voting power to make major decisions. It is similar to owning a minority share of a business partner’s company—while they benefit from profits, they cannot control how the company is run. This matters to investors because it shows how much of the company's value is owned by outside shareholders and affects overall financial reporting.
variable interest entity financial
"entities the Company identifies as variable interest entities (“VIEs”), of which the Company is determined to be the primary beneficiary"
A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.
and have integrated these processes into our overall risk management systems and practices. We routinely assess material risks
from cybersecurity threats, including any potential unauthorized attack on, or use of, our information systems that may result in
adverse effects on the confidentiality, integrity, or availability of our information systems or any information stored therein.
Our security incident response framework classifies potential incidents by risk levels, and we prioritize our incident mitigation
and impact evaluation efforts based on those risk classifications or security incident categories, while focusing on maintaining
the resiliency of our systems. The risk assessments support the identification of reasonably foreseeable internal and external
risks, the likelihood of occurrence and any potential damage that could result from such risks, and the sufficiency of existing
policies, procedures, systems, controls, and other safeguards in place to manage such risks.
Following these risk assessments, we design, implement, and maintain reasonable safeguards to minimize the identified risks;
reasonably address any identified gaps in existing safeguards; update existing safeguards as necessary; and monitor the
effectiveness of our controls. Some of the other steps we have taken to detect, identify, assess, classify, and attempt to mitigate
cybersecurity risks include:
•Adopting and periodically reviewing and updating information security and privacy policies;
•Conducting targeted audits and penetration tests throughout the year, using both internal and external resources;
•Complying with the Payment Card Industry Data Security Standard (PCI-DSS);
•Implementing an Information Security Management System (ISMS) that is designed to generally align with the
requirements of the ISO 27001 standard;
•Implementing a Privacy Information Management System (PIMS) that is designed to align with the requirements of
the ISO 27701 standard;
•Engaging an experienced third party to independently evaluate our information security systems on a regular basis;
•Adopting a vendor risk management program, which includes receiving the results of cybersecurity evaluations
conducted on certain vendors engaged in high-risk data processing;
•Providing security and data protection training and awareness to our employees, contractors and key partners with
access to sensitive information and systems; and
•Maintaining cyber liability insurance.
Although certain of our systems are designed to align with requirements of ISO 27701, this does not mean that we will meet
any particular technical standards, specifications, or requirements, but rather we use ISO 27701 and other cybersecurity
standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
At this time, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity
incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business
strategy, results of operations, or financial condition. For additional information regarding risks from cybersecurity threats,
please refer to Item 1A “Risk Factors -Cybersecurity, Data Privacy and Technology Risks.
and have integrated these processes into our overall risk management systems and practices. We routinely assess material risks
from cybersecurity threats, including any potential unauthorized attack on, or use of, our information systems that may result in
adverse effects on the confidentiality, integrity, or availability of our information systems or any information stored therein.
Our security incident response framework classifies potential incidents by risk levels, and we prioritize our incident mitigation
and impact evaluation efforts based on those risk classifications or security incident categories, while focusing on maintaining
the resiliency of our systems. The risk assessments support the identification of reasonably foreseeable internal and external
risks, the likelihood of occurrence and any potential damage that could result from such risks, and the sufficiency of existing
policies, procedures, systems, controls, and other safeguards in place to manage such risks.Directors periodically receives reports from our committees, cybersecurity management, external professional advisors, and
other relevant Company personnel regarding various types of risks faced by the Company and the Company’s risk mitigation
efforts related thereto, including cybersecurity risks and related mitigation efforts.
The Board also receives presentations from management regarding trends in cybersecurity risks and risk mitigation initiatives
and plans, including briefings on recent breaches at other companies and key takeaways and lessons learned that are applicable
to our business. The Board will also periodically review key cybersecurity and data privacy related benchmarks for the
Company.
procedures that address when and how to engage with Company management, our Board of Directors, other stakeholders, and
law enforcement when responding to such issues.
We have a dedicated management team overseeing our cybersecurity initiatives, led by our Chief Information Officer, our Vice
President and Global Data Privacy Officer, and our Vice President of Cybersecurity. Our Chief Information Officer has over 25
years’ experience overseeing and managing information technology teams and complex IT systems, and our Vice President of
Cybersecurity has over 15 years’ experience developing and managing cybersecurity functions and strategies. Our Vice
President of Global Data Privacy is a recognized leader in the industry with over 7 years’ experience in managing global data
privacy programs.
Our cybersecurity management team regularly meets with industry trust groups, senior executives and other team members to
provide oversight with respect to our cybersecurity risk detection, identification, assessment, classification, and mitigation
efforts.
years’ experience overseeing and managing information technology teams and complex IT systems, and our Vice President of
Cybersecurity has over 15 years’ experience developing and managing cybersecurity functions and strategies. Our Vice
President of Global Data Privacy is a recognized leader in the industry with over 7 years’ experience in managing global data
privacy programs.provide oversight with respect to our cybersecurity risk detection, identification, assessment, classification, and mitigation
efforts.
leadership that convene on a regular basis to receive updates from our committees, cybersecurity management, external
professional advisors, and other relevant Company personnel about the Cybersecurity and Privacy programs we have in place;
discuss and assess material risks and planned risk mitigation, incidents and planned remediation efforts, trends observed,
consider cybersecurity-related proposals, and review and adopt changes in cybersecurity policies.
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(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 |
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).
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 | ☐ | ☒ | ||
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 |
For additional information regarding the Company’s shares outstanding, refer to Note 17 “Stockholders’ Equity.”
DOCUMENTS INCORPORATED BY REFERENCE
of this Annual Report on Form 10-K.
2
BALLY’S CORPORATION
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Page No. | ||
Explanatory Note | 3 | |
ITEM 8. | Financial Statements and Supplementary Data | 4 |
ITEM 15. | Exhibits and Financial Statement Schedules | 72 |
SIGNATURES | 77 |
3
Explanatory Note
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: | |
Report of Independent Registered Public Accounting Firm (PCAOB ID | 5 |
Consolidated Balance Sheets at December 31, 2025 (Successor) and 2024 (Predecessor) | 9 |
Consolidated Statements of Operations 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) | 10 |
Consolidated Statements of Comprehensive Loss 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) | 11 |
Consolidated Statements Stockholders’ Equity (Deficit) 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) | 12 |
Consolidated Statements of Cash Flows for the Period from February 8, 2025 to December 31, 2025 (Successor), the Period from January 1, 2025 to February 7, 2025 (Predecessor) and Year ended December 31, 2024 (Predecessor) | 13 |
Notes to Consolidated Financial Statements | 15 |
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/ |
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 | $ | $ | ||
Restricted cash | ||||
Accounts receivable, net | ||||
Inventory | ||||
Tax receivable | ||||
Prepaid expenses and other current assets | ||||
Total current assets | ||||
Property and equipment, net | ||||
Right of use assets, net | ||||
Goodwill | ||||
Intangible assets, net | ||||
Deferred tax asset | ||||
Other assets | ||||
Total assets | $ | $ | ||
Liabilities and Stockholders’ Equity | ||||
Current portion of long-term debt | $ | $ | ||
Current portion of lease liabilities | ||||
Accounts payable | ||||
Accrued income taxes | ||||
Accrued and other current liabilities | ||||
Total current liabilities | ||||
Long-term debt, net | ||||
Long-term portion of lease liabilities | ||||
Deferred tax liability | ||||
Other long-term liabilities | ||||
Total liabilities | ||||
Commitments and contingencies (Note 19) | ||||
Stockholders’ equity: | ||||
Common stock ($ and (Predecessor) shares outstanding) | ||||
Preferred stock ($ | ||||
Additional paid-in-capital | ||||
Accumulated deficit | ( | ( | ||
Accumulated other comprehensive income (loss) | ( | |||
Total Bally’s Corporation stockholders’ equity | ||||
Non-controlling interest | ||||
Total stockholders’ equity | ||||
Total liabilities and stockholders’ equity | $ | $ |
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)
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 | $ | $ | $ | |||
Non-gaming | ||||||
Total revenue | ||||||
Operating (income) costs and expenses: | ||||||
Gaming | ||||||
Non-gaming | ||||||
General and administrative | ||||||
Impairment charges | ||||||
Gain on sale-leaseback, net | ( | |||||
Depreciation and amortization | ||||||
Total operating costs and expenses | ||||||
Loss from operations | ( | ( | ( | |||
Other (expense) income: | ||||||
Interest expense, net | ( | ( | ( | |||
Other non-operating income (expense), net | ( | ( | ||||
Total other expense, net | ( | ( | ( | |||
Loss before income taxes | ( | ( | ( | |||
Provision for income taxes | ||||||
Net loss | ( | ( | ( | |||
Less: Net loss attributable to non-controlling interests | ( | |||||
Net loss attributable to Bally’s Corporation | $( | $( | $( | |||
Basic and diluted loss per share | $( | $( | $( | |||
Weighted average common shares outstanding, basic and diluted | ||||||
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 | $( | $( | $( | |||
Other comprehensive income (loss): | ||||||
Foreign currency translation adjustments, net of tax | ( | ( | ||||
Defined benefit pension plan adjustments, net of tax | ||||||
Net unrealized derivative gain (loss) on cash flow hedges, net of tax | ( | |||||
Net unrealized derivative gain (loss) on net investment hedges, net of tax | ( | |||||
Other comprehensive income (loss) | ( | ( | ||||
Total comprehensive loss | ( | ( | ( | |||
Comprehensive loss attributable to non-controlling interest | ( | |||||
Comprehensive loss attributable to Bally’s Corporation | $( | $( | $( | |||
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) | ( | ( | |||||||||||||
Issuance of restricted stock and other stock awards | ( | — | — | — | — | ( | |||||||||
Share-based compensation | — | — | — | — | — | — | |||||||||
Settlement of consideration | ( | — | — | — | — | ( | |||||||||
Acquired non-controlling interest | — | — | — | — | ( | ||||||||||
Other | — | — | — | — | — | — | |||||||||
Other comprehensive loss | — | — | — | — | — | ( | — | ( | |||||||
Net loss | — | — | — | — | ( | — | — | ( | |||||||
Balance as of December 31, 2024 (Predecessor) | ( | ( | |||||||||||||
Issuance of restricted stock and other stock awards | — | ( | — | — | — | — | ( | ||||||||
Share-based compensation | — | — | — | — | — | — | |||||||||
Other comprehensive loss | — | — | — | — | — | ( | — | ( | |||||||
Net loss | — | — | — | — | ( | — | — | ( | |||||||
Balance as of February 7, 2025 (Predecessor) | $ | $ | $ | $( | $( | $ | $( | ||||||||
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) | $ | $ | $ | $ | $ | $ | $ | ||||||||
Issuance of restricted stock and other stock awards | — | ( | — | — | — | — | ( | ||||||||
Share-based compensation - equity awards | — | — | — | — | — | — | |||||||||
Bally's Chicago Issuance | — | — | — | — | — | — | |||||||||
Share repurchases | ( | ( | ( | — | — | — | — | ( | |||||||
Purchase of Bally's Intralot | — | — | — | — | — | ||||||||||
Recognition of non-controlling interest in Bally's International Interactive | — | — | ( | — | — | — | |||||||||
Purchase of incremental Intralot shares | — | — | — | — | — | ( | ( | ||||||||
Other | — | — | ( | — | — | — | — | ( | |||||||
Other comprehensive income | — | — | — | — | — | ||||||||||
Net loss | — | — | — | — | ( | — | ( | ( | |||||||
Balance as of December 31, 2025 (Successor | $ | $ | $ | $( | $ | $ | $ | ||||||||
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 | $( | $( | $( | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
Depreciation and amortization | ||||||
Non-cash amortization of right of use assets | ||||||
Share-based compensation | ||||||
Impairment charges | ||||||
Non-cash amortization of debt discounts, debt issuance costs and fair value adjustments | ||||||
Loss on extinguishment of debt | ||||||
Gain on sale-leaseback, net | ( | |||||
Loss on disposal of business | ||||||
Deferred income taxes | ( | |||||
Change in fair value of fair value option assets | ( | |||||
Loss from equity method investments | ||||||
Change in value of performance warrants | ||||||
Change in contingent consideration payable | ||||||
Foreign exchange loss (gain) | ( | ( | ||||
Other operating activities | ||||||
Changes in current operating assets and liabilities | ( | ( | ( | |||
Net cash used in (provided by) operating activities | ( | ( | ||||
Cash flows from investing activities: | ||||||
Cash paid for acquisitions, net of cash acquired | ( | |||||
Proceeds from sale-leaseback transactions | ||||||
Cash paid for shares in Intralot | ( | |||||
Cash paid for The Star Investment | ( | |||||
Capital expenditures | ( | ( | ( | |||
Proceeds from sale of property and equipment to GLPI | ||||||
Cash paid for capitalized software | ( | ( | ( | |||
Cash and cash equivalents transferred in sale of business | ( | |||||
Restricted cash transferred in sale of business | ( | |||||
Acquisition of gaming licenses | ( | ( | ||||
Other investing activities | ( | |||||
Net cash provided by (used in) investing activities | ( | |||||
Cash flows from financing activities: | ||||||
Issuance of long-term debt | ||||||
Repayments of long-term debt | ( | ( | ( | |||
Debt prepayment premium | ( | |||||
Deferred payables, net | ( | |||||
Payment of financing fees | ( | |||||
Share repurchases | ( | |||||
Purchase of incremental Intralot shares | ( | |||||
Bally’s Chicago Inc. share issuance | ||||||
Other financing activities | ( | ( | ( | |||
Net cash (used in) provided by financing activities | ( | ( | ||||
Effect of foreign currency on cash and cash equivalents | ( | ( | ( | |||
Net change in cash and cash equivalents and restricted cash | ( | ( | ||||
Cash and cash equivalents and restricted cash, beginning of period | ||||||
Cash and cash equivalents and restricted cash, end of period | $ | $ | $ | |||
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 | $ | $ | $ | |||
Non-cash investing and financing activities: | ||||||
Unpaid property and equipment | $ | $ | $ | |||
Unpaid capitalized software | ||||||
Consideration for purchase of Intralot | ||||||
Non-controlling interest acquired | ( | |||||
Consideration issued for the Company Merger | ||||||
Consideration issued for the Queen Merger | ||||||
Initial recognition of Bally’s International Interactive non-controlling interest | ( | |||||
Unpaid New York gaming license fee | ||||||
Intralot shares received as settlement of loan receivable | ||||||
Consideration receivable from sale of assets | ||||||
Sale of business in exchange for note receivable | ||||||
Investment in GLP Capital, L.P. | ||||||
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 | $ | $ | $ | |||
Restricted cash | ||||||
Total cash and cash equivalents and restricted cash | $ | $ | $ | |||
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
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.
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 | |
Per share ratio | |
Equivalent Bally’s common stock to be issued | |
Bally’s common stock issued to settle Queen’s outstanding warrant and restricted stock awards | |
Total Bally’s shares issued for Queen shares outstanding | |
Share price per Merger Agreement | $ |
Total purchase price | $ |
Less: Queen net assets assumed | |
Equity adjustment associated with the Queen merger | $ |
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
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.
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
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).
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 includes cash balances and highly liquid investments with an original maturity of three months or
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.
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
20
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable, Net
Successor | Predecessor | |||
(in thousands) | December 31, 2025 | December 31, 2024 | ||
Amounts due from GLPI(1) | $ | $ | ||
Non-gaming receivables | ||||
Gaming receivables | ||||
Accounts due from Rhode Island and Delaware(2) | ||||
Accounts receivable | ||||
Less: Allowance for credit losses | ( | ( | ||
Accounts receivable, net | $ | $ |
__________________________________
(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.
allowance is estimated based on historical collection experience, current economic and business conditions and forecasts that
allowance for credit losses is as follows (in thousands):
Allowance for credit losses as of December 31, 2023 (Predecessor) | $ |
Charged to expense | |
Deductions | ( |
Allowance for credit losses as of December 31, 2024 (Predecessor) | |
Charged to expense | |
Deductions | ( |
Allowance for credit losses as of February 7, 2025 (Predecessor) | $ |
Allowance for credit losses as of February 8, 2025 (Successor) | $ |
Charged to expense | |
Deductions | ( |
Allowance for credit losses as of December 31, 2025 (Successor) | $ |
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
21
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 | |
Building and improvements | |
Equipment | |
Furniture and fixtures |
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
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.
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
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
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 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).
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 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 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.
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
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.
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
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.
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,
25
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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.
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
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).
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) 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
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
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.
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
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
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
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) | $ | $ | $ | |||
Acquisition and integration | ||||||
Merger costs(2) | ||||||
Provision for credit loss on long-term note receivable(3) | ||||||
Loss on disposal of business(3) | ||||||
Total general and administrative | $ | $ | $ | |||
__________________________________
(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)
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 | $ | $ | $ | |||
Change in value of contingent consideration | ( | ( | ( | |||
Net income (loss) from equity method investments | ( | ( | ( | |||
Change in value of performance warrants | ( | ( | ||||
Foreign exchange (loss) gain | ( | |||||
Loss on extinguishment of debt | ( | |||||
Other, net | ||||||
Total other non-operating income (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 | $ | $( | $ | |||
Interest expense | ( | ( | ( | |||
Total interest expense, net | $( | $( | $( | |||
29
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
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.
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.
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 | $ | $ | $ | $ | $ | $ | |||||
Non-gaming: | |||||||||||
Hotel | |||||||||||
Food and beverage | |||||||||||
Licensing | |||||||||||
Technology Services | |||||||||||
Retail, entertainment and other | |||||||||||
Total non-gaming revenue | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Period from January 1, 2025 to February 7, 2025 (Predecessor) | |||||||||||
Gaming | $ | $ | $ | $ | $ | $ | |||||
Non-gaming: | |||||||||||
Hotel | |||||||||||
Food and beverage | |||||||||||
Licensing | |||||||||||
Retail, entertainment and other | |||||||||||
Total non-gaming revenue | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ | |||||
Year ended December 31, 2024 (Predecessor) | |||||||||||
Gaming | $ | $ | $ | $ | $ | $ | |||||
Non-gaming: | |||||||||||
Hotel | |||||||||||
Food and beverage | |||||||||||
Licensing | |||||||||||
Retail, entertainment and other | |||||||||||
Total non-gaming revenue | |||||||||||
Total revenue | $ | $ | $ | $ | $ | $ |
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.
Successor | Predecessor | |||
December 31, 2025 | December 31, 2024 | |||
Unpaid wagers | $ | $ | ||
Advanced deposits from customers | ||||
Loyalty programs | ||||
Total | $ | $ |
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
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
As of October 8, 2025 | |
(in thousands) | Preliminary as of December 31, 2025 |
Cash and cash equivalents | $ |
Restricted cash | |
Other current assets | |
Property and equipment | |
Right of use assets | |
Intangible assets | |
Other assets | |
Total current liabilities | ( |
Lease liabilities | ( |
Long-term debt | ( |
Other long-term liabilities | ( |
Non-controlling interest | ( |
Goodwill | |
Total fair value of net assets acquired | $ |
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.
Valuation Approach | Estimated Useful Life (in years) | Estimated Fair Value | ||||
Developed technology | Relief from royalty method | $ | ||||
Intralot trade name | Relief from royalty method | |||||
Customer relationships | Multi-period excess earnings method | |||||
Backlog | Multi-period excess earnings method | |||||
Total fair value of intangible assets | $ |
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 transaction had occurred on January 1, 2024:
Year Ended December 31, | |||
(in thousands) | 2025 | 2024 | |
Pro forma revenue | $ | $ | |
Pro forma net loss | $( | $( | |
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
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 | $ | $— | $ | ||
Restricted cash | — | ||||
Other current assets | — | ||||
Property and equipment | ( | ||||
Right of use assets | |||||
Goodwill | |||||
Intangible assets | ( | ||||
Other assets | ( | ||||
Total current liabilities | ( | ( | ( | ||
Lease liabilities | ( | ( | ( | ||
Long-term debt | ( | — | ( | ||
Other long-term liabilities | ( | ( | |||
Net assets acquired | $ | $ | $ | ||
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.
Valuation Approach | Estimated Useful Life (in years) | Estimated Fair Value | ||||
Gaming licenses | Greenfield/Replacement Cost method | $ | ||||
Customer relationships | Multi-Period Excess Earnings/ Replacement Cost method | |||||
Developed technology | Relief from royalty method | |||||
Trade names | Relief from royalty method | |||||
Intellectual property license | Relief from royalty method | |||||
Other amortizing intangibles | Various methods | |||||
Indefinite lived trade name | Relief from royalty method | Indefinite | ||||
Total fair value of intangible assets | $ |
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
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
following:
Successor | Predecessor | |||
(in thousands) | December 31, 2025 | December 31, 2024 | ||
Services and license agreements | $ | $ | ||
Taxes and licenses | ||||
Prepaid marketing | ||||
Prepaid insurance | ||||
Short term derivative assets | ||||
Short term notes receivable | ||||
Other | ||||
Total prepaid expenses and other current assets | $ | $ |
9.PROPERTY AND EQUIPMENT
Successor | Predecessor | |||
(in thousands) | December 31, 2025 | December 31, 2024 | ||
Land and improvements | $ | $ | ||
Building and improvements | ||||
Equipment | ||||
Furniture and fixtures | ||||
Construction in process(1) | ||||
Total property and equipment | ||||
Less: Accumulated depreciation | ( | ( | ||
Property and equipment, net | $ | $ |
__________________________________
(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
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
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
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
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
(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) | $ | $ | $ | $ | $ | $ | |||||
Goodwill from current year business combinations | |||||||||||
Effect of foreign exchange | ( | ( | ( | ( | |||||||
Purchase accounting adjustments on prior year business combinations | ( | ( | |||||||||
Current year divestiture | ( | ( | |||||||||
Reporting unit re-allocation | ( | ||||||||||
Impairment charges | ( | ( | |||||||||
Goodwill as of December 31, 2024 (Predecessor)(1)(2)(4) | |||||||||||
Effect of foreign exchange | ( | ( | ( | ||||||||
Goodwill as of February 7, 2025 (Predecessor)(1)(2)(4) | $ | $ | $ | $ | $ | $ | |||||
Goodwill as of February 8, 2025 (Successor) | |||||||||||
Goodwill from current period business combinations | |||||||||||
Current year measurement period adjustments | ( | ||||||||||
Goodwill measurement period segment re-allocation | ( | ( | |||||||||
Impairment charges | ( | ( | |||||||||
Effect of foreign exchange | |||||||||||
Goodwill as of December 31, 2025 (Successor)(5)(6) | $ | $ | $ | $ | $ | $ |
__________________________________
(1)Amounts are shown net of accumulated goodwill impairment charges of $5.4 140.4
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
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
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) | $ |
Derecognition of Commercial rights - Sinclair | ( |
Effect of foreign exchange | ( |
Impairment charges | ( |
Capitalized software | |
Other intangibles acquired | |
Intangible assets disposed | ( |
Less: Amortization of intangible assets | ( |
Intangible assets, net as of December 31, 2024 (Predecessor) | $ |
Effect of foreign exchange | ( |
Capitalized software | |
Less: Amortization of intangible assets | ( |
Intangible assets, net as of February 7, 2025 (Predecessor) | $ |
Intangible assets, net as of February 8, 2025 (Successor) | $ |
Additions from current year business combinations | |
Measurement period adjustments | ( |
Impairment charges | ( |
Additions in current period(1) | |
Capitalized software | |
Effect of foreign exchange | |
Less: Amortization of intangible assets | ( |
Intangible assets, net as of December 31, 2025 (Successor) | $ |
__________________________________
(1)Amount includes $500.0 million acquisition of New York gaming license. Refer to Note 19 “Commitments and Contingencies” for further information.
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 | $ | $( | $ | ||||
Customer relationships | ( | ||||||
Developed technology | ( | ||||||
Backlog | ( | ||||||
Trade names | ( | ||||||
Licensing asset | ( | ||||||
Internally developed software | ( | ||||||
Other | ( | ||||||
Total amortizable intangible assets | ( | ||||||
Intangible assets not subject to amortization: | |||||||
Trade names | Indefinite | — | |||||
Total unamortizable intangible assets | — | ||||||
Total intangible assets, net | $ | $( | $ | ||||
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 | $ | $( | $ | ||||
Developed technology | ( | ||||||
Internally developed software | ( | ||||||
Gaming licenses | ( | ||||||
Trade names | ( | ||||||
Hard Rock license | ( | ||||||
Other | ( | ||||||
Total amortizable intangible assets | ( | ||||||
Intangible assets not subject to amortization: | |||||||
Gaming licenses | Indefinite | — | |||||
Trade Names | Indefinite | — | |||||
Other | Indefinite | — | |||||
Total unamortizable intangible assets | — | ||||||
Total intangible assets, net | $ | $( | $ | ||||
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.
2025 (Successor):
(in thousands) | |
2026 | $ |
2027 | |
2028 | |
2029 | |
2030 | |
Thereafter | |
$ |
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
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.
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 | € | £ | Economic Hedge | € | £ | ||||||
Cross currency swaps | Economic Hedge | £ | $ | Net Investment Hedge | £ | $ | ||||||
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
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 | $ | $ | $ | |||
Restricted cash | Restricted cash | ||||||
Investment in GLPI partnership | Other assets | ||||||
Investment in The Star | Other assets | ||||||
Derivative assets not designated as hedging instruments: | |||||||
Cross currency swaps | Prepaid expenses and other current assets | ||||||
Cross currency swaps | Other assets | ||||||
Total derivative assets at fair value | |||||||
Total assets | $ | $ | $ | ||||
Liabilities: | |||||||
Contingent consideration | Accrued and other current liabilities | $ | $ | $ | |||
Contingent consideration | Other long-term liabilities | ||||||
Derivative liabilities not designated as hedging instruments: | |||||||
Cross currency swaps | Accrued and other current liabilities | ||||||
Cross currency swaps | Other long-term liabilities | ||||||
Derivative liabilities designated as hedging instruments: | |||||||
Interest rate contracts | Accrued and other current liabilities | ||||||
Interest rate contracts | Other long-term liabilities | ||||||
Total derivative liabilities at fair value | |||||||
Total liabilities | $ | $ | $ | ||||
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 | $ | $ | $ | |||
Restricted cash | Restricted cash | ||||||
Investment in GLPI partnership | Other assets | ||||||
Derivative assets not designated as hedging instruments | |||||||
Cross currency swaps | Prepaid expenses and other current assets | ||||||
Cross currency swaps | Other assets | ||||||
Derivative assets designated as hedging instruments: | |||||||
Interest rate contracts | Prepaid expenses and other current assets | ||||||
Interest rate contracts | Other assets | ||||||
Cross currency swaps | Prepaid expenses and other current assets | ||||||
Cross currency swaps | Other assets | ||||||
Total derivative assets at fair value | |||||||
Total assets | $ | $ | $ | ||||
Liabilities: | |||||||
Contingent consideration | Other long-term liabilities | $ | $ | $ | |||
Derivatives not designated as hedging instruments: | |||||||
Sinclair Performance Warrants | Other long-term liabilities | ||||||
Cross currency swaps | Other long-term liabilities | ||||||
Derivative liabilities designated as hedging instruments: | |||||||
Interest rate contracts | Accrued and other current liabilities | ||||||
Interest rate contracts | Other long-term liabilities | ||||||
Cross currency swaps | Accrued and other current liabilities | ||||||
Cross currency swaps | Other long-term liabilities | ||||||
Total derivative liabilities at fair value | |||||||
Total liabilities | $ | $ | $ | ||||
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
(in thousands) | Sinclair Performance Warrant Liability | Contingent Consideration Liability | |
Balance as of December 31, 2023 (Predecessor) | $ | $ | |
Change in fair value | |||
Balance as of December 31, 2024 (Predecessor) | |||
Change in fair value | |||
Balance as of February 7, 2025 (Predecessor) | $ | $ | |
Balance as of February 8, 2025 (Successor) | $ | $ | |
Change in fair value | |||
Balance as of December 31, 2025 (Successor) | $ | $ |
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 | $( | $ | $ | ||||
Sinclair Performance Warrants | Other non-operating income (expense), net | ( | ( | |||||
Cross currency swaps(1) | Other non-operating income (expense), net | ( | ||||||
Derivatives designated as hedging instruments | ||||||||
Interest rate contracts | Interest expense, net | $ | $( | $( | ||||
Cross currency swaps | Interest expense, net | ( | ||||||
__________________________________
(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
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 | $ | $ | $ | $ | ||||
Intralot British Term Loan | ||||||||
Intralot Greek Term Loan | ||||||||
Intralot | ||||||||
Intralot | ||||||||
Intralot Supplemental Indenture | ||||||||
Intralot Floating Rate Senior Notes due 2031 | ||||||||
13.ACCRUED AND OTHER CURRENT LIABILITIES
Successor | Predecessor | |||
(in thousands) | December 31, 2025 | December 31, 2024 | ||
New York gaming license fee | $ | $ | ||
Gaming liabilities | ||||
Contingent consideration | ||||
Compensation | ||||
Interest payable | ||||
Insurance reserve | ||||
Other | ||||
Total accrued and other current liabilities | $ | $ |
49
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14.LONG-TERM DEBT
Successor | Predecessor | |||
(in thousands) | December 31, 2025 | December 31, 2024 | ||
Term Loan Facility(1) | $ | $ | ||
Intralot British Term Loan | ||||
Intralot Greek Term Loan | ||||
Revolving Credit Facility | ||||
Intralot | ||||
Fixed Rate Senior Notes: | ||||
Intralot | ||||
Intralot Floating Rate Senior Notes due 2031(2) | ||||
Intralot Supplemental Indenture | ||||
Less: Unamortized original issue discount | ( | |||
Less: Unamortized deferred financing fees | ( | |||
Less: Unamortized fair value adjustment(3) | ( | |||
Long-term debt, including current portion | ||||
Less: Current portion of Term Loan, Intralot Greek Term Loan and Revolving Credit Facility | ( | ( | ||
Long-term debt, net of discount and deferred financing fees; excluding current portion | $ | $ |
__________________________________
(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
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
Credit Facility, are as follows:
(in thousands) | |
2026 | $ |
2027 | |
2028 | |
2029 | |
2030 | |
Thereafter | |
$ |
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 four five-year 1
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.
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 | $ | $ | $ | |||
Variable lease cost | ||||||
Operating lease expense | ||||||
Short-term lease expense | ||||||
Total operating lease expense | $ | $ | $ | |||
Gain on sale lease-back, net(2)(3) | $ | $ | $ | |||
__________________________________
(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 $26.4 209.8 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 | $ | $ | $ | |||
Right of use assets obtained in exchange for operating lease liabilities | $ | $ | $ | |||
Derecognition of operating leases | $( | $ | $ | |||
Derecognition of financing obligation | $ | $ | $( | |||
Successor | Predecessor | |||
December 31, 2025 | December 31, 2024 | |||
Weighted average remaining lease term | ||||
Weighted average discount rate |
56
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands) | |
2026 | $ |
2027 | |
2028 | |
2029 | |
2030 | |
Thereafter | |
Total lease payments | |
Less: present value discount | ( |
Lease obligations(1) | $ |
__________________________________
(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.
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) | $ | ||||
Granted | |||||
Vested | ( | ||||
Forfeited | ( | ||||
Outstanding at February 7, 2025 (Predecessor) | $ | ||||
Outstanding at February 8, 2025 (Successor) | $ | ||||
Granted | |||||
Vested | ( | ( | |||
Forfeited | ( | ( | |||
Outstanding at December 31, 2025 (Successor) | $ |
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 | |||
Outstanding at December 31, 2025 (Successor) | $ |
Options Outstanding | ||||||
Exercise Price | Number Outstanding | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||
$ | $ | |||||
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).
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 0.01
2025 (Successor) and 2024 (Predecessor), no
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) | |
Outstanding awards under Equity Incentive Plans (Note 16) | |
59
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accumulated Other Comprehensive Loss
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) | $( | $ | $( | $( | $( | ||||
Other comprehensive (loss) income before reclassifications | ( | ( | |||||||
Reclassifications from accumulated other comprehensive (loss) income to earnings | ( | ( | ( | ||||||
Tax effect | ( | ( | ( | ( | |||||
Net current period other comprehensive (loss) income | ( | ( | |||||||
Accumulated other comprehensive (loss) income at December 31, 2024 (Predecessor) | ( | ( | ( | ||||||
Other comprehensive (loss) income before reclassifications | ( | ( | |||||||
Reclassifications from accumulated other comprehensive (loss) income to earnings | ( | ( | |||||||
Tax effect | ( | ( | ( | ||||||
Net current period other comprehensive (loss) income | ( | ( | |||||||
Accumulated other comprehensive (loss) income at February 7, 2025 (Predecessor) | $( | $ | $( | $ | $( | ||||
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 | ( | ( | |||||||
Reclassification from accumulated other comprehensive income (loss) to earnings | |||||||||
Tax effect | ( | ( | |||||||
Net current period other comprehensive income (loss) | ( | ( | |||||||
Amount attributable to non-controlling interest | ( | ( | |||||||
Accumulated other comprehensive income (loss) at December 31, 2025 (Successor) | $ | $ | $( | $( | $ | ||||
__________________________________
(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
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 | $( | $( | $( | |||
Foreign | ( | ( | ||||
Total | $( | $( | $( | |||
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 | $( | $ | $( | |||
State | ( | |||||
Foreign | ( | |||||
( | ||||||
Deferred taxes | ||||||
Federal | ( | ( | ||||
State | ( | ( | ||||
Foreign | ( | |||||
( | ||||||
Provision for income taxes | $ | $ | $ | |||
61
BALLY’S CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 | $( | $( | ||||||
State and local income taxes, net of federal effect(1)(2) | ( | ( | ||||||
Foreign tax effects: | ||||||||
Gibraltar | ||||||||
Statutory tax rate difference between Gibraltar and United States | ( | ( | ||||||
Nondeductible expenses and nontaxable income | ( | ( | ||||||
Other | ( | ( | ||||||
United Kingdom | ||||||||
Statutory tax rate difference between the United Kingdom and United States | ( | ( | ||||||
Changes in valuation allowance | ( | ( | ||||||
Nondeductible expenses and nontaxable income | ( | ( | ||||||
Other | ( | ( | —% | |||||
Jersey | ||||||||
Statutory tax rate difference between Jersey and United States | ( | ( | ||||||
Other | ( | ( | ||||||
Isle of Man | ||||||||
Statutory tax rate difference between the Isle of Man and United States | ( | ( | ||||||
Spain | ||||||||
Provincial tax rate difference between Ceuta and United States | ( | ( | ||||||
Greece | ||||||||
Changes in valuation allowance | ( | |||||||
Other | ( | —% | —% | |||||
Other foreign jurisdictions | ( | ( | ||||||
Effect of cross-border tax laws | ||||||||
Global intangible low-taxed income | ( | ( | ||||||
Subpart F income | ( | ( | ||||||
Other | ||||||||
Changes in valuation allowances | ( | ( | ||||||
Nontaxable or nondeductible items | ||||||||
Nondeductible transaction costs | ( | ( | ||||||
Other | ( | ( | ||||||
Changes in unrecognized tax benefits | ( | |||||||
Other adjustments | ||||||||
Current period adjustment to deferred tax liability | ( | |||||||
Other | ( | |||||||
Effective Tax Rate | $ | ( | $ | ( | ||||
__________________________________
(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
Predecessor | |
(in thousands) | Year Ended December 31, 2024 |
Income tax benefit at statutory federal rate | $( |
State income taxes, net of federal effect | ( |
Foreign tax rate adjustment | |
Nondeductible professional fees | |
Other permanent differences including lobbying expense | ( |
Share-based compensation | |
CARES Act | ( |
Return to provision adjustments | |
Global intangible low-tax income | |
Change in uncertain tax positions | |
Change in valuation allowance | |
Total provision (benefit) for income taxes | $ |
Effective income tax rate on continuing operations | ( |
Successor | Predecessor | |||
(in thousands) | December 31, 2025 | December 31, 2024 | ||
Deferred tax assets: | ||||
Interest | $ | $ | ||
Net operating loss carryforwards | ||||
Property and equipment | ||||
Accrued and other current liabilities | ||||
Framework Agreement liabilities | ||||
Share-based compensation | ||||
Goodwill | ||||
Leases | ||||
Valuation allowance | ( | ( | ||
Total deferred tax assets, net | ||||
Deferred tax liabilities: | ||||
Land | ( | ( | ||
Property and equipment | ( | |||
Change in accounting method | ( | |||
Cumulative translation adjustment | ( | |||
RI Joint Venture and GLPI Partnership | ( | ( | ||
Revaluation of instruments | ( | |||
Amortizable assets | ( | ( | ||
Total deferred tax liabilities | ( | ( | ||
Net deferred tax liabilities | $( | $( |
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) | $ |
Increases related to tax positions taken during the period | ( |
Uncertain tax position liability at December 31, 2024 (Predecessor) | |
Decreases related to tax positions taken during the period | ( |
Uncertain tax position liability at February 7, 2025 (Predecessor) | |
Uncertain tax position liability at February 8, 2025 (Successor) | $ |
Decreases related to tax positions taken during prior periods | ( |
Decreases related to settlements with taxing authorities | ( |
Uncertain tax position liability at December 31, 2025 (Successor) | $ |
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
Successor | |
(in thousands) | Period from February 8, 2025 to December 31, 2025 |
US Federal | $ |
US state and local | |
New Jersey | ( |
Other states | |
Total | ( |
Foreign: | |
Gibraltar | |
United Kingdom | |
Spain | |
Other foreign jurisdictions | |
Total | |
Total income taxes paid, net of refunds | $ |
__________________________________
During the period from January 1, 2025 to February 7, 2025 (Predecessor), cash received from income tax refunds was $0.1 million in the
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
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.
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 | $ | $ | $ | |||
Bally's Intralot B2B | ||||||
Bally's Intralot B2C | ||||||
North America Interactive | ||||||
Corporate & Other | ||||||
Total | $ | $ | $ | |||
Adjusted EBITDAR(1) | ||||||
Casinos & Resorts | $ | $ | $ | |||
Bally's Intralot B2B | ||||||
Bally's Intralot B2C | ||||||
North America Interactive | ( | ( | ( | |||
Corporate & Other | ( | ( | ( | |||
Total | ||||||
Operating (expense) income: | ||||||
Rent expense associated with triple net operating leases(2) | ( | ( | ( | |||
Depreciation and amortization | ( | ( | ( | |||
Transaction costs | ( | ( | ( | |||
Restructuring | ( | |||||
Tropicana Las Vegas demolition and closure costs | ( | ( | ( | |||
Share-based compensation | ( | ( | ( | |||
Gain on sale-leaseback, net | ||||||
Impairment charges | ( | ( | ||||
Loss on disposal of business | ( | |||||
Merger Agreement and Intralot Transaction costs(3) | ( | ( | ( | |||
Payment service provider write-off (4) | ( | |||||
Other | ( | ( | ( | |||
Loss from operations | ( | ( | ( | |||
Other income (expense) | ||||||
Interest expense, net | ( | ( | ( | |||
Other | ( | ( | ||||
Total other expense, net | ( | ( | ( | |||
Loss before income taxes | ( | ( | ( | |||
Provision for income taxes | ( | ( | ( | |||
Net loss | $( | $( | $( | |||
__________________________________
(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 | $ | $ | $ | $ | |||
Less: segment expenses | |||||||
Marketing costs | |||||||
Gaming tax | |||||||
Compensation | |||||||
Other direct costs | |||||||
Casino property costs | |||||||
General and administrative | |||||||
Other segment items(1) | |||||||
Segment EBITDAR | $ | $ | $ | $( | |||
Period from January 1, 2025 to February 7, 2025 (Predecessor) | |||||||
Revenue | $ | $ | $ | $ | |||
Less: segment expenses | |||||||
Marketing costs | |||||||
Gaming tax | |||||||
Compensation | |||||||
Other direct costs | |||||||
Casino property costs | |||||||
General and administrative | |||||||
Other Segment Items(1) | ( | ( | |||||
Segment EBITDAR | $ | $ | $ | $( | |||
Year Ended December 31, 2024 (Predecessor) | |||||||
Revenue | $ | $ | $ | $ | |||
Less: segment expenses | |||||||
Marketing costs | |||||||
Gaming tax | |||||||
Compensation | |||||||
Other direct costs | |||||||
Casino property costs | |||||||
General and administrative | |||||||
Other segment items(1) | ( | ( | |||||
Segment EBITDAR | $ | $ | $ | $( |
__________________________________
(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 | $ | $ | $ | |||
Bally's Intralot B2B | ||||||
Bally's Intralot B2C | ||||||
North America Interactive | ||||||
Corporate & Other(1) | ||||||
Total | $ | $ | $ | |||
__________________________________
(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
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 | $( | $( | $( | |||
Weighted average common shares outstanding, basic | ||||||
Weighted average effect of dilutive securities | ||||||
Weighted average common shares outstanding, diluted | ||||||
Basic loss per share | $( | $( | $( | |||
Diluted loss per share | $( | $( | $( | |||
Anti-dilutive shares excluded from the calculation of diluted earnings per share | ||||||
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# | Agreement and Plan of Merger, dated as of July 25, 2024, by and among Parent, Queen, Merger Sub I, Merger Sub II, the Company and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed July 25, 2024) | |
2.2# | Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 27, 2024, by and among the Company, Parent, Queen, Merger Sub I, Merger Sub II, and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed August 28, 2024) | |
2.3# | Amendment No. 2 to the Agreement and Plan of Merger, dated as of September 30, 2024, by and among Parent, Queen, Merger Sub I, Merger Sub II, the Company and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed October 1, 2024)) | |
2.4 | Transaction Agreement, dated as of July 18, 2025, by and among Bally’s Corporation and Intralot S.A. – Integrated Lottery Systems and Services (incorporated by reference to the Company’s Form 10-Q (File No. 001-38850) filed on November 12, 2025) | |
3.1 | Sixth Amended and Restated Certificate of Incorporation of Bally’s Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on February 13, 2025) | |
3.2 | Second Amended and Restated Bylaws of Bally’s Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed February 13, 2025) | |
4.1 | Form of Certificate of Common Stock of Twin River Worldwide Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019) | |
4.2 | Indenture, dated as of August 20, 2021, among Premier Entertainment Sub, LLC, Premier Entertainment Finance Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on August 20, 2021) | |
4.3 | First Supplemental Indenture, dated as of October 1, 2021, among Premier Entertainment Sub, LLC, Premier Entertainment Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on October 7, 2021) | |
4.4 | Second Supplemental Indenture, dated as of April 13, 2022, among the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023) | |
4.5 | Third Supplemental Indenture, dated as of December 30, 2022, among the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023) | |
4.6 | Description of Registrant’s Securities (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026) | |
73
Exhibit Number | Description of Exhibit | |
4.7 | Form of Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 10, 2021) | |
4.8 | Form of Option Agreement (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 10, 2021) | |
10.1 | License Agreement, dated May 15, 2003, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019) | |
10.2 | First Letter Agreement, dated April 4, 2006, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019) | |
10.3 | First Amendment to Hard Rock License Agreement, dated May 10, 2007, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment Biloxi LLC (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019) | |
10.4 | Second Amendment to Hard Rock License Agreement, dated July 10, 2014, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment Biloxi LLC, and Twin River Management Group, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019) | |
10.5** | Bally’s Corporation 2021 Equity Incentive Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-38850) filed April 8, 2021) | |
10.6** | Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019) | |
10.7** | Form of Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019) | |
10.8** | Form Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850) filed on March 13, 2020) | |
10.9** | Form Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850) filed on March 13, 2020) | |
10.10** | Employment Agreement, effective as of March 29, 2016, by and between Twin River Management Group, Inc. and George Papanier (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form S-4/A (File No. 333-228973) filed on January 25, 2019) | |
10.11** | Amendment No 1. to Employment Agreement, dated as of January 13, 2020, by and among Twin River Worldwide Holdings, Inc. and George Papanier (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-38850) filed on January 16, 2020) | |
10.12** | Amendment No. 2 Employment Agreement, January 20, 2021, by and between Bally’s Corporation and George Papanier (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-38850) filed on March 10, 2021) | |
10.13** | Amendment No. 3 to Employment Agreement, dated February 13, 2023, by and between Bally’s Corporation and George Papanier (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 001-38850) filed on February 13, 2023) | |
10.14** | Employment Agreement, effective July 10, 2013, by and between Twin River Management Group, Inc. and Craig L. Eaton (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38850) filed on March 13, 2020) | |
74
Exhibit Number | Description of Exhibit | |
10.15** | Employment Agreement, dated May 8, 2023, by and between Bally’s Corporation and Marcus Glover (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-38850) filed May 9, 2023) | |
10.16** | Form of Robeson Reeves Service Agreement, effective October 1, 2021 (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2022) | |
10.17** | Amendment No. 1 to Service Agreement, dated June 1, 2022, by and between Bally’s Corporation and Robeson Reeves (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023) | |
10.18** | Amendment No. 2 to Service Agreement, dated February 13, 2023, by and between Bally’s Corporation and Robeson Reeves (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K (File No. 001-38850) filed on February 13, 2023) | |
10.19** | Form of Kim Barker Lee Employment Agreement, effective December 7, 2022 (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2023) | |
10.20 | Credit Agreement, dated October 1, 2021, among Bally’s Corporation, the subsidiary guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on October 7, 2021) | |
10.21 | Amended and Restated Ground Lease, dated July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025) | |
10.22 | First Amendment to Credit Agreement, dated June 23, 2023, among Bally’s Corporation, the subsidiary guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File 001-38850) filed on November 3, 2023) | |
10.23 | Development Agreement, date July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025) | |
10.24 | Amendment to Credit Agreement, dated as of September 11, 2025, by and among the Company, the subsidiaries of the Company party thereto as guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on September 12, 2025) | |
10.25 | Incremental Joinder Agreement, dated as of September 29, 2025, by and among Jefferies Finance LLC, Bally’s Corporation, and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on September 30, 2025) | |
10.26 | Amended and Restated Regulatory Agreement, dated March 1, 2024, by and among the Rhode Island Department of Business Regulation, the State Lottery Division of the Rhode Island Department of Revenue, Bally’s Corporation, Bally’s Management Group, LLC, UTGR, LLC, Twin River-Tiverton, LLC, and Bally’s RI iCasino, LLC (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 15, 2024) | |
10.27** | Bally’s Corporation 2021 Equity Incentive Plan - Performance Unit Award Agreement (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2022) | |
10.28** | Bally’s Corporation 2021 Equity Incentive Plan - Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 1, 2022) | |
10.29 | Bally’s Corporation Amended and Restated 2021 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-38850) filed on April 4, 2025. |
75
Exhibit Number | Description of Exhibit | |
10.30 | Note Purchase Agreement, dated February 7, 2025, by and among the Company, the subsidiaries of the Company party thereto as guarantors, Alter Domus (US) LLC as note agent and collateral agent, and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8- K (File No. 001-38850) filed on February 13, 2025) | |
10.31 | Binding Term Sheet, dated as of July 11, 2024, by and among Bally’s Corporation and Gaming and Leisure Properties, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on July 12, 2024) | |
10.32** | Employment Agreement, dated March 10, 2025, by and between Bally's Corporation and Mira Mircheva (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on March 11, 2025) | |
10.33 | Subscription Agreement, dated as of Mary 23, 2025, by and among Bally’s Corporation and The Star Entertainment Group Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38850) filed on August 11, 2025) | |
10.34 | Subordination Deed Poll, dated as of May 23, 2025, by and among Bally’s Corporation and The Star Entertainment Group Limited (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38850) filed on August 11, 2025) | |
10.35 | Binding Term Sheet, dated as of April 7, 2025, by and among Bally’s Corporation and The Star Entertainment Group Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on April 11, 2025 | |
10.36 | Amended and Restated Ground Lease, dated July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025) | |
10.37 | Development Agreement, date July 17, 2025, by and between Bally’s Chicago Operating Company, LLC and GLP Capital, L.P. (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 filed by Bally’s Chicago, Inc. (File No. 333-283772) on August 5, 2025) | |
10.38** | Bally's Corporation 2021 Equity Incentive Plan - Option Right Award Agreement, dated October 7, 2025, by and between Bally's Corporation and Robeson Reeves (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026) | |
10.39** | Bally's Corporation 2021 Equity Incentive Plan - Incentive Stock Option Award Agreement, dated October 7, 2025, by and between Bally's Corporation and George Papanier (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026) | |
10.40** | Amendment No. 5 to Employment Agreement, dated October 7, 2025, by and between Bally’s Corporation and George Papanier (incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026) | |
10.41** | Separation Agreement and General Release, dated October 15, 2025, by and between Bally's Corporation and Marcus Glover (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026) | |
10.42** | Third Amendment to Service Agreement, dated November 1, 2025, by and between Gamesys Group Limited and Robeson Reeves (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026) | |
10.43** | Employment Agreement, dated January 27, 2026, by and between Bally’s Management Group, LLC, and Soohyung Kim (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on January 27, 2026) | |
76
Exhibit Number | Description of Exhibit | |
10.44 | Term Loan Credit Agreement, dated February 11, 2026, by and between Bally’s Corporation and Ares Agent Services, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed on February 17, 2026) | |
19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10- K (File No. 001-38850) filed on March 17, 2025) | |
21.1 | Schedule of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026) | |
23.1* | Consent of Independent Public Accounting Firm | |
31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
97.1 | Bally’s Corporation Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 15, 2024) | |
99.1 | Description of Government Regulations (incorporated by reference to Exhibit 99.1 to the Company’s Annual Report on Form 10-K (File No. 001-38850) filed on March 23, 2026) | |
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) | ||
FAQ
What is the purpose of Bally’s (BALY) 2025 Form 10-K/A Amendment No. 1?
The amendment serves one narrow purpose: to include the auditor’s signature that was inadvertently omitted from the original 2025 Annual Report. All other disclosures remain unchanged and continue to speak as of the original filing date, including financial statements and risk-related information.
How did Bally’s Corporation (BALY) perform financially in 2025?
For the Successor period from February 8 to December 31, 2025, Bally’s generated $2.44 billion in revenue but reported a net loss attributable to Bally’s of $650.1 million. The loss reflected high interest expense, impairment charges, and significant merger and acquisition-related costs.
What did the auditor say about Bally’s (BALY) 2025 financial statements and controls?
The independent auditor concluded Bally’s 2025 financial statements present fairly in all material respects under US GAAP. However, it issued an adverse opinion on internal control over financial reporting as of December 31, 2025 because of a material weakness identified in those controls.
How did the Queen Merger affect Bally’s (BALY) financial statements?
Completed on February 7, 2025, the Queen Merger was treated as a common‑control transaction. Parent and affiliates ended with 73.8% of Bally’s common stock, and Queen’s net assets were pushed down into Bally’s books, reducing comparability between Predecessor and Successor periods.
What are the key details of Bally’s (BALY) acquisition of Intralot S.A.?
On October 8, 2025, Bally’s became the accounting acquirer of Intralot. Consideration for purchase accounting is about $1.60 billion, and remaining third-party shareholders hold a 42.1% non‑controlling interest initially valued at $1.1 billion. Bally’s now consolidates Intralot’s global operations.
How leveraged is Bally’s Corporation (BALY) after its 2025 transactions?
At December 31, 2025, Bally’s reported $4.50 billion of combined current and long‑term debt against total assets of $11.23 billion. This reflects substantial leverage following the Queen Merger and Intralot business combination, alongside significant goodwill and intangible asset balances.