Bally’s Corporation (NYSE: BALY) posts Q1 2026 loss amid Intralot integration and heavy interest costs
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Bally’s Corporation reported a sizeable quarterly loss while integrating major acquisitions and financing changes. For the three months ended March 31, 2026, revenue reached $755.7 million, driven mainly by gaming, but high costs and financing items led to a net loss attributable to Bally’s of $161.9 million, or $(2.69) per share.
Operating income was positive at $91.6 million, helped by a $105.8 million gain on a Bally’s Twin River sale-leaseback, but this was more than offset by $109.9 million of net interest expense and $145.8 million of other non-operating expense, including a large negative fair value adjustment on investment assets.
Total assets were $10.9 billion and total liabilities $8.6 billion, including $4.4 billion of long-term debt. Cash and restricted cash fell from $906.7 million to $653.4 million, as operations used $145.0 million of cash and financing activities consumed $242.4 million, partly offset by sale-leaseback proceeds.
The quarter also reflects the first full integration phase of the Queen Casino & Entertainment common-control merger and the Intralot acquisition, which added significant goodwill, intangible assets, and a $1.6 billion purchase price, along with $1.6 billion-plus non-controlling interests. New Bally’s Intralot B2B and B2C segments contributed technology, lottery, and international iGaming revenue, but also introduced further complexity and non-controlling interests to the capital structure.
Positive
- None.
Negative
- None.
Insights
Strong revenue and asset base are offset by heavy leverage and non‑cash hits.
Bally’s generated $755.7 million in quarterly revenue, with Casinos & Resorts and the new Bally’s Intralot segments broadening its footprint. Operating income of $91.6 million shows the core businesses can generate profit, aided by a one-time $105.8 million sale-leaseback gain.
However, significant financing and valuation items weigh on results. Net interest expense of $109.9 million and other non-operating expense of $145.8 million (including a $104.3 million negative fair value adjustment on investment assets) drove a net loss of $160.9 million. Long-term debt of $4.39 billion and total liabilities of $8.59 billion highlight balance sheet risk.
The $1.6 billion acquisition of Intralot adds substantial technology and lottery scale plus $1.74 billion in goodwill and $848.9 million in intangibles, while introducing $1.06 billion of non-controlling interest. Future quarters will show how Intralot’s $95.2 million revenue and current loss of $31.7 million evolve within the consolidated group.
Liquidity remains meaningful, but cash outflows and refinancing actions are notable.
Cash and restricted cash totaled $653.4 million at March 31, 2026, down from $906.7 million. Operations used $145.0 million of cash, while financing activities used $242.4 million, reflecting substantial debt issuance and repayments, deferred payables, and contingent consideration payments.
The quarter included $1.92 billion of new long-term debt issuance and $2.04 billion of repayments, plus a $63.4 million loss on extinguishment of debt. Sale-leaseback proceeds of $685.0 million and a $500.0 million gaming license acquisition reshaped assets and obligations, while lease liabilities rose to over $2.42 billion combined current and long-term.
Interest-rate and cross-currency derivatives with notional amounts around $1.5 billion and significant EUR/GBP/USD swaps hedge rate and currency exposures. Some hedges were de-designated, moving future changes into earnings. Overall leverage and derivative complexity mean future interest expense and fair value movements will be key drivers of reported net income.
Key Figures
Total revenue: $755.7M
Net loss attributable to Bally’s: $161.9M
Diluted EPS: $(2.69)
+5 more
8 metrics
Total revenue
$755.7M
Three months ended March 31, 2026
Net loss attributable to Bally’s
$161.9M
Three months ended March 31, 2026
Diluted EPS
$(2.69)
Three months ended March 31, 2026
Long-term debt
$4.39B
As of March 31, 2026
Cash and restricted cash
$653.4M
As of March 31, 2026
Net cash from operating activities
$(145.0M)
Three months ended March 31, 2026
Sale-leaseback proceeds
$685.0M
Bally’s Twin River transaction in Q1 2026
Intralot purchase price
$1.60B
Preliminary fair value of 57.9% interest as of Oct. 8, 2025
Key Terms
sale-leaseback, non-controlling interest, variable interest entities, push down, +1 more
5 terms
sale-leaseback financial
"Gain on sale-leaseback | ( 105,845 ) | — | —"
A sale-leaseback is a deal where an owner sells an asset—commonly real estate or equipment—to another party and immediately rents it back so they can keep using it. For investors, it matters because the seller converts a fixed asset into cash without disrupting operations, which can boost liquidity or pay down debt but also creates ongoing lease payments and long-term obligations that affect cash flow and the balance sheet.
non-controlling interest financial
"Non-controlling interest | 1,551,245 | 1,550,172"
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 entities financial
"entities the Company identifies as variable interest entities (“VIEs”)"
A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.
push down financial
"The Company has elected to push down its Parent’s basis in its net assets"
cash flow hedges financial
"Interest rate contracts ... were designated as cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
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 | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | ☒ | ||||||||||||
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 30, 2026, the number of shares of the registrant’s $0.01 par value common stock outstanding was 48,948,795 .
For additional information regarding the Company’s shares outstanding, refer to Note 16 “Stockholders’ Equity.”
BALLY’S CORPORATION
TABLE OF CONTENTS
| Page No. | ||||||||
PART I - FINANCIAL INFORMATION | ||||||||
ITEM 1. | Financial Statements | 3 | ||||||
Condensed Consolidated Balance Sheets (unaudited) | 3 | |||||||
Condensed Consolidated Statements of Operations (unaudited) | 4 | |||||||
Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited) | 5 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) | 6 | |||||||
Condensed Consolidated Statements of Cash Flows (unaudited) | 7 | |||||||
Notes to Condensed Consolidated Financial Statements (unaudited) | 9 | |||||||
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 51 | ||||||
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 67 | ||||||
ITEM 4. | Controls and Procedures | 67 | ||||||
PART II - OTHER INFORMATION | ||||||||
ITEM 1. | Legal Proceedings | 69 | ||||||
ITEM 1A. | Risk Factors | 69 | ||||||
ITEM 5. | Other Information | 69 | ||||||
ITEM 6. | Exhibits | 70 | ||||||
Signatures | 71 | |||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
BALLY’S CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands, except share data)
| March 31, 2026 (Successor) | December 31, 2025 (Successor) | ||||||||||
| 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 17) | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock ($ | |||||||||||
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 | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
3
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(In thousands, except per share data)
| Successor | Predecessor | |||||||||||||||||||
| Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | ||||||||||||||||||
| Revenue: | ||||||||||||||||||||
| Gaming | $ | $ | $ | |||||||||||||||||
| Non-gaming | ||||||||||||||||||||
| Total revenue | ||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||
| Gaming | ||||||||||||||||||||
| Non-gaming | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Gain on sale-leaseback | ( | |||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||||||
| Income (loss) from operations | ( | ( | ||||||||||||||||||
| Other expense: | ||||||||||||||||||||
| Interest expense, net | ( | ( | ( | |||||||||||||||||
| Other non-operating expense, net | ( | ( | ( | |||||||||||||||||
| Total other expense, net | ( | ( | ( | |||||||||||||||||
| Loss before income taxes | ( | ( | ( | |||||||||||||||||
| (Benefit) provision for income taxes | ( | ( | ||||||||||||||||||
| Net (loss) income | ( | ( | ||||||||||||||||||
| Less: Net income attributable to non-controlling interest | ||||||||||||||||||||
| Net loss (income) attributable to Bally’s Corporation | $ | ( | $ | $ | ( | |||||||||||||||
| Basic (loss) income per share | $ | ( | $ | $ | ( | |||||||||||||||
| Weighted average common shares outstanding, basic and diluted | ||||||||||||||||||||
| Diluted (loss) income per share | $ | ( | $ | $ | ( | |||||||||||||||
| Weighted average common shares outstanding - diluted | ||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) Income (unaudited)
(In thousands)
| Successor | Predecessor | |||||||||||||||||||
| Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | ||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | |||||||||||||||
Other comprehensive (loss) income: | ||||||||||||||||||||
| Foreign currency translation 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 (loss) income | ( | ( | ||||||||||||||||||
| Total comprehensive (loss) income | ( | ( | ||||||||||||||||||
| Comprehensive income attributable to non-controlling interest | ||||||||||||||||||||
| Comprehensive (loss) income attributable to Bally’s Corporation | $ | ( | $ | $ | ( | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited)
(In thousands, except share data)
| Successor | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income | Non-controlling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares Issued and Outstanding | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 (Successor) | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock and other stock awards | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Purchase of Incremental Intralot Shares | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Bally’s Thunder Plains Park acquisition issuance | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Dividends paid to minority shareholders of Bally’s Intralot | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 (Successor) | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Predecessor | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||||||||||||||||||||
| Shares Issued and Outstanding | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 (Predecessor) | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Share-based compensation - equity awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Release of restricted units | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance as of February 7, 2025 (Predecessor) | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Successor | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Non-controlling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of February 8, 2025 (Successor) | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Release of restricted units | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation - equity awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Bally’s Chicago Issuance | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | ( | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 (Successor) | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | |||||||||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Non-cash amortization of right of use assets | ||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||
| Non-cash amortization of debt discount and debt issuance costs | ||||||||||||||||||||
| Gain on sale-leaseback | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||||||||
| Change in fair value of fair value option assets | ( | |||||||||||||||||||
| (Income) loss from equity method investments | ( | |||||||||||||||||||
| Change in value of performance warrants | ||||||||||||||||||||
| Change in contingent consideration payable | ( | |||||||||||||||||||
| Foreign exchange gain | ( | ( | ( | |||||||||||||||||
| Other operating activities | ( | |||||||||||||||||||
| Changes in 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 | ||||||||||||||||||||
| Proceeds from net investment hedges | ||||||||||||||||||||
| Cash paid for asset acquisitions | ( | |||||||||||||||||||
| Capital expenditures | ( | ( | ( | |||||||||||||||||
| Cash paid for capitalized software | ( | ( | ( | |||||||||||||||||
| 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 | ( | ( | ( | |||||||||||||||||
| Deferred payables, net | ||||||||||||||||||||
| Share repurchases | ( | |||||||||||||||||||
| Payment of financing fees | ( | ( | ||||||||||||||||||
| Payment of contingent consideration | ( | |||||||||||||||||||
| 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 and restricted cash | ( | ( | ||||||||||||||||||
| 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 | $ | $ | $ | |||||||||||||||||
7
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||||||||
| Cash paid for interest, net of amounts capitalized | $ | $ | $ | |||||||||||||||||
| Income taxes paid, net of refunds | ( | |||||||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||||||||
| Unpaid property and equipment | $ | $ | $ | |||||||||||||||||
| Unpaid capitalized software | ||||||||||||||||||||
| Consideration issued for the Company Merger | ||||||||||||||||||||
| Consideration issued for the Queen Merger | ||||||||||||||||||||
| Liability for NY land asset acquisition | ( | |||||||||||||||||||
| GLP Capital, L.P. partnership units received | ||||||||||||||||||||
| NCI issued for asset acquisition | ( | |||||||||||||||||||
| Successor | Predecessor | |||||||||||||||||||
| Reconciliation of cash and cash equivalents and restricted cash: | March 31, 2026 | December 31, 2025 | February 7, 2025 | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Restricted cash | ||||||||||||||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | $ | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
8
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. GENERAL INFORMATION
Description of Business
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. The Company owns and manages the following properties within its Casinos & Resorts reportable segment:
| Casinos & Resorts | Location | Type | Built/Acquired | |||||||||||||||||
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)(2) | 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 | |||||||||||||||||
Bally’s Thunder Plains Park | Hillsdale, Wyoming | Racetrack | 2026 | |||||||||||||||||
__________________________________
(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 the Company’s future permanent casino resort in Chicago (the “Chicago Permanent Facility”) is constructed. The site of the Chicago Permanent Facility is leased from GLPI.
The Company’s Bally’s Intralot B2B reportable segment includes Bally’s Intralot S.A.’s (“Intralot”) 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.
Refer to Note 18 “Segment Reporting” for further information.
9
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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.
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 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.
10
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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. Certain 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 loss.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of the SEC’s Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with GAAP have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.
These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates.
11
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 unaudited condensed 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 unaudited condensed 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 March 31, 2026. A black line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods.
Queen is a regional gaming, hospitality and entertainment company that owns and operates four casinos across three states. The Merger expands the Company’s Casinos & Resorts geographic footprint and enhances the Company’s development pipeline, which aligns with the Company’s broader strategic initiatives.
Certain adjustments have been made to Queen’s historical carrying values to conform accounting policies with the Company, with any such adjustments being recorded to equity. The preliminary purchase price of Queen is estimated based on the fair value of all existing and outstanding shares of Queen that were exchanged for shares of Company common stock, with the net effect of the transaction being charged to equity. The preliminary purchase price of Queen and adjustment to equity resulting from the merger consists of the following:
| (in thousands, except share and per share data) | Amount | ||||
| Queen common stock outstanding on February 7, 2025 | |||||
| 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 three months ended March 31, 2026 (Successor) and the period from February 8, 2025 to March 31, 2025 (Successor), revenue for Queen was $68.5 million and $34.7 million, respectively, and net income was $1.6 million and $13.0 million for the same periods, respectively.
Equity Method Investments
The Company holds a 37.7 % equity interest in The Star Entertainment Group Limited (“The Star”), an ASX-listed company, which it accounts for as an equity method investment under 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 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, net of the condensed consolidated statements of operations.
12
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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.
Variable Interest Entities
The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary.
In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors, including, but not limited to which activities most significantly impact the VIE’s economic performance and which party controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions.
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 Condensed 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 March 31, 2026 (Successor), third parties held approximately 40.6 % of the outstanding equity interests in Intralot. Net income attributable to non-controlling interest was $4.0 million for the three months ended March 31, 2026 (Successor).
13
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 March 31, 2026 (Successor), the Company’s non-controlling interest in Bally’s Chicago, Inc. is 10.5 %. Net loss attributable to non-controlling interest was $2.9
Cash and Cash Equivalents and Restricted Cash
Accounts Receivable, Net
Accounts receivable, net consists of the following:
| (in thousands) | March 31, 2026 (Successor) | December 31, 2025 (Successor) | |||||||||
Amounts due from GLPI(1) | $ | $ | |||||||||
Amounts due from Rhode Island and Delaware(2) | |||||||||||
| Gaming receivables | |||||||||||
| Non-gaming receivables | |||||||||||
| Accounts receivable | |||||||||||
| Less: Allowance for credit losses | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
__________________________________
(1) Represents amounts due from GLPI related to the development of the Chicago Permanent Facility. 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.
Deferred Payables
The Company borrowed $86.6 million, $13.9 million and $79.6 million, under these deferred payable arrangements during the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively. Additionally, the Company repaid $46.9 million, $5.0 million and $68.5 million, during the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
14
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The Company incurred $1.4 million, $1.6 million and $0.5 million of interest expense under these arrangements during the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
Gaming Expenses
Gaming expenses include, among other things, payroll costs and expenses associated with the operation of VLTs, slots and table games, including gaming taxes payable to jurisdictions in which the Company operates outside of Rhode Island and Delaware, and certain marketing costs directly associated with the Company’s iGaming products and services. Gaming expenses also include racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses associated with the operation of live racing and simulcasting.
Advertising Expense
Share-Based Compensation
The Company recognized total share-based compensation expense of $2.6 million for the three months ended March 31, 2026 (Successor). For the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), total share-based compensation expense was $2.7 million and $2.0 million, respectively. The total income tax benefit for share-based compensation arrangements was $0.7 million for the three months ended March 31, 2026 (Successor), and $0.7 million and $0.5 million for the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
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 (the “Bally’s Chicago Services Agreements”), 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 $7.8 million of Bally’s Chicago Construction Investments during the three months ended March 31, 2026 (Successor). As of March 31, 2026 (Successor), the Company has received $12.2 million in proceeds under this agreement. 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.
15
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Provision for Income Taxes
During the three months ended March 31, 2026 (Successor) and the period from February 8, 2025 to March 31, 2025 (Successor), the Company recorded a benefit for income tax of $3.2 million and $97.1 million, respectively. For the period from January 1, 2025 to February 7, 2025 (Predecessor), the Company recorded a provision of $0.7 million. The effective tax rate for the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor) was 2.0 %, 155.2 % and (1.3 )%, respectively.
3. RELATED PARTY TRANSACTIONS
Disposition of Carved-Out Business
In 2024, the Company sold 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 €30.0 million seven-year term note, subject to applicable interest.
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 condensed consolidated statements of operations, as development of iGaming capabilities remains a core part of Bally’s strategy.
During the fourth quarter of 2025 (Successor), the Company recorded a provision for credit loss of $17.1 million on the aforementioned term note. The net carrying value of the term note, included in Other assets within the condensed consolidated balance sheets, was $16.7 million and $17.1 million as of March 31, 2026 (Successor) and December 31, 2025 (Successor), respectively.
The Company recorded interest income on the seven-year term note of $0.5 million and $0.3 million included within Interest expense, net in the consolidated statements of operations during the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively, and a de minimis amount during the three months ended March 31, 2026 (Successor). As of March 31, 2026 (Successor), the Company had $0.9 million, included within Accounts payable in the condensed consolidated balance sheets, payable to this equity method investee, and $6.1 million in receivables from this equity method investee included Accounts receivable, net as of December 31, 2025 (Successor).
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 condensed consolidated financial statements.
As of March 31, 2026 (Successor) and December 31, 2025 (Successor), consolidated VIEs had total assets of $59.7 million and $60.8 million respectively, and total liabilities of $22.6 million and $18.6 million, respectively. Consolidated VIEs had total revenues of $2.5 million, $4.9 million and $3.7 million for the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
16
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
4. CONSOLIDATED FINANCIAL INFORMATION
General and Administrative Expense
Amounts included in General and administrative were as follows:
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Advertising, general and administrative | $ | $ | $ | |||||||||||||||||
| Acquisition and integration | ||||||||||||||||||||
| Merger costs | ||||||||||||||||||||
| Total general and administrative | $ | $ | $ | |||||||||||||||||
Other Non-Operating (Expense) Income, Net
Amounts included in Other non-operating expense, net were as follows:
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Change in value of performance warrants | $ | $ | ( | |||||||||||||||||
| Loss on extinguishment of debt | ( | ( | ||||||||||||||||||
| (Loss) gain on fair value of fair value option assets | ( | |||||||||||||||||||
| Net (loss) income from equity method investments | ( | ( | ||||||||||||||||||
| Foreign exchange gain | ||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||
| Total other non-operating expense, net | ( | $ | ( | $ | ( | |||||||||||||||
Interest Expense, Net
Amounts included in Interest expense, net were as follows:
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Interest income | $ | $ | $ | ( | ||||||||||||||||
| Interest expense | ( | ( | ( | |||||||||||||||||
| Total interest expense, net | $ | ( | $ | ( | $ | ( | ||||||||||||||
17
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Standards Implemented
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, and was adopted on a prospective basis. The adoption of this ASU did not have a material impact on the Company’s financial statements and related disclosures.
Standards to Be Implemented
In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 SEC’s 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 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 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.
18
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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, Revenue from Contracts with Customers, 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. 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.
19
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 segments 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 Bally’s Intralot B2C reportable segment act as an agent in providing virtual sports betting services on behalf of the applicable government authority. The Company collects wagers from players, remits net proceeds to the applicable government authority after payment of prizes, and retains a commission. As the Company does not control the underlying wagering activity, revenue is recognized on a net basis in an amount equal to the commission to which the Company is entitled. Revenue is recognized over time as wagering activity occurs and the outcome of the underlying bets is resolved.
Non-gaming Revenue
Performance Obligations
Hotel, food and beverage, licensing, and retail, entertainment and other services have been determined to be separate, stand-alone performance obligations and revenue is recognized as the good or service is transferred at the point in time of the transaction.
Technology services contracts involve the Company using its software to provide services related to customers’ lottery, VLT, and sports betting operations. The Company will also provide related hardware and support services. Technology services contracts can contain multiple performance obligations, including a performance obligation to stand ready to provide access to the software throughout the contract term and distinct performance obligations for sales of related hardware and implementation, customization, maintenance, and technical support services.
Transaction Price
The transaction price for hotel, food and beverage, licensing, and retail, entertainment and other, is the net amount collected from the customer for such goods and services or under the license agreement. The estimated standalone selling price of hotel rooms is determined based on observable prices. The standalone selling price of these goods and services are determined based upon the actual retail prices charged to customers for those items.
The transaction price for technology services contracts is primarily variable and is generally based on either (i) a monthly fee per enrolled machine, (ii) a percentage of gross revenue, or (iii) a percentage of net drop, which represents total amounts wagered less winnings and payouts to players.
20
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 condensed consolidated statements of operations.
21
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The following table provides a disaggregation of total revenue by segment:
| (in thousands) | Casinos & Resorts | Bally’s Intralot B2B | Bally’s Intralot B2C | North America Interactive | Corporate & Other | Total | |||||||||||||||||||||||||||||
| Three Months Ended March 31, 2026 (Successor) | |||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Non-gaming: | |||||||||||||||||||||||||||||||||||
| Hotel | |||||||||||||||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||||||||||||||
| Licensing | |||||||||||||||||||||||||||||||||||
| Technology Services | |||||||||||||||||||||||||||||||||||
| Retail, entertainment and other | |||||||||||||||||||||||||||||||||||
| Non-gaming | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Period from February 8, 2025 to March 31, 2025 (Successor) | |||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Non-gaming: | |||||||||||||||||||||||||||||||||||
| Hotel | |||||||||||||||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||||||||||||||
| Licensing | |||||||||||||||||||||||||||||||||||
| Technology Services | |||||||||||||||||||||||||||||||||||
| Retail, entertainment and other | |||||||||||||||||||||||||||||||||||
| Non-gaming | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Period from January 1, 2025 to February 7, 2025 (Predecessor) | |||||||||||||||||||||||||||||||||||
| Gaming | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Non-gaming: | |||||||||||||||||||||||||||||||||||
| Hotel | |||||||||||||||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||||||||||||||
| Licensing | |||||||||||||||||||||||||||||||||||
| Technology Services | |||||||||||||||||||||||||||||||||||
| Retail, entertainment and other | |||||||||||||||||||||||||||||||||||
| Non-gaming | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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 $52.8 million and $57.5 million as of March 31, 2026 (Successor) and December 31, 2025 (Successor), 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 Note 13 “Accrued and Other Current Liabilities” in the condensed consolidated balance sheet.
22
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 twelve months ; therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next twelve months .
Advance deposits are typically interactive player deposits and customer deposits for future banquet events, hotel room reservations, and gift cards. The Company holds restricted cash for interactive player deposits and records a corresponding withdrawal liability.
Unpaid wagers include the Company’s outstanding chip liability and unpaid slot, pari-mutuel and sports betting tickets.
Liabilities related to contracts with customers were as follows:
| (in thousands) | March 31, 2026 (Successor) | December 31, 2025 (Successor) | |||||||||
| Unpaid wagers | $ | $ | |||||||||
| Advanced deposits from customers | |||||||||||
| Loyalty programs | |||||||||||
| Total | $ | $ | |||||||||
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 Topic 805, Business Combinations (“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 Intralot 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.
23
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The preliminary allocation of the purchase price is as follows:
| As of October 8, 2025 | |||||||||||||||||
| (in thousands) | Preliminary as of October 8, 2025 | Year to Date Adjustments | Preliminary as of March 31, 2026 | ||||||||||||||
| 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 $964.5 million and $780.4 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 GAAP conversion adjustments, with any such adjustments recorded to equity.
The Company recorded intangible assets based on estimates of fair value which consisted of the following (in thousands):
| 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 March 31, 2026 (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.
24
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The Company incurred $6.6 million of transaction-related expenses for the three months ended March 31, 2026 (Successor) in connection with the transaction primarily related to legal and professional fees, which have been included within “General and administrative” in the condensed consolidated statements of operations.
Revenue and net loss of Intralot attributable to Bally’s of $95.2 million and $31.7 million, respectively, have been included within the accompanying condensed consolidated statement of income for the three months ended March 31, 2026 (Successor).
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information is presented to illustrate the estimated effects of the transaction as if the transaction had occurred on January 1, 2024:
| (in thousands) | Three Months Ended March 31, 2025 | ||||
| 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. The Company has elected to push down its Parent’s basis in its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and recognized at their fair values as of the acquisition date and were combined with those of Queen at Queen’s historical carrying amounts and are presented on a combined basis. The following disclosures relate to the Company’s election to apply push down and show the effect of the change in control.
The fair value of the Merger consideration was $955.6 million, which represents 52,364,192 total shares outstanding prior to the Merger multiplied by the Merger value of $18.25 per share. Immediately following the transaction, the Company repurchased 22,804,384 shares at a price of $18.25 for total a total repurchase price of $416.2 million.
The final allocation of the purchase price is as follows:
| (in thousands) | As of February 7, 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 | $ | ||||
25
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The purchase consideration has been allocated to the tangible and identifiable intangible assets and liabilities based upon their estimated fair values as of the acquisition date, with the excess of the purchase consideration over the aggregate net fair values recorded as goodwill, which is not deductible for tax purposes. Accounts receivable, other assets, current liabilities and inventories were stated at their historical carrying value, which approximates fair value given the short-term nature of these assets and liabilities. The estimate of fair value for property and equipment and owned real property was based on an assessment of the assets’ condition as well as an evaluation of the current market value of such assets. The fair value of leasehold interests were estimated based on evaluating contractual rent payments relative to market rent giving consideration to the Company’s capitalization rates and rent coverage ratios, under the income method or by estimating the fee simple value and estimated rate of return, depending on the nature of the underlying leasehold interest. In connection with remeasuring the Company’s lease liabilities, unfavorable off-market components of $130.8 million were recognized as a decrease to the Company’s right of use assets, and will be amortized as a reduction of lease expense on a straight line basis over the remaining lease term.
The Company recorded intangible assets based on estimates of fair value which consisted of the following:
| Valuation Approach | Estimated Useful Life (in years) | Estimated Fair Value | ||||||||||||||||||
| Gaming licenses | Greenfield/Replacement Cost method | $ | ||||||||||||||||||
| 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 11 % and 15 %, operating cash flows, estimated construction costs, and pre-opening expenses, among others. The projected future cash flows are discounted to present value using an appropriate discount rate. As of December 31, 2025 (Successor), the Company has finalized its valuation of tangible and intangible assets and the allocation of the purchase price to the assets acquired and liabilities assumed.
The Company incurred $2.1 million, $15.9 million and $11.2 million of transaction related expenses for the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (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 in General and administrative in the condensed consolidated statements of operations.
26
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
8. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets was comprised of the following:
| (in thousands) | March 31, 2026 (Successor) | December 31, 2025 (Successor) | |||||||||
| Sales tax | $ | $ | |||||||||
| Services and license agreements | |||||||||||
| Prepaid marketing | |||||||||||
| Loan receivable | |||||||||||
| Prepaid insurance | |||||||||||
| Short term derivative assets | |||||||||||
| Short term notes receivable | |||||||||||
| Other | |||||||||||
| Total prepaid expenses and other current assets | $ | $ | |||||||||
9. PROPERTY AND EQUIPMENT
Property and equipment was comprised of the following:
| (in thousands) | March 31, 2026 (Successor) | December 31, 2025 (Successor) | |||||||||
Land and improvements(1)(2) | $ | $ | |||||||||
Building and improvements(2) | |||||||||||
| Equipment | |||||||||||
| Furniture and fixtures | |||||||||||
| Construction in process | |||||||||||
| Total property, plant and equipment | |||||||||||
Less: Accumulated depreciation(2) | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
__________________________________
(1) Includes $191.9 million as of March 31, 2026 (Successor) related to the City of New York conveyance arrangement.
Depreciation expense relating to property and equipment was $28.7 million, $14.5 million and $7.6 million for the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor), and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
The Company recorded capitalized interest of $1.7 million and $0.8 million during the period from February 8, 2025 to March 31, 2025 (Successor), and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively. There was no recorded capitalized interest during the three months ended March 31, 2026 (Successor).
Bally’s New York
In November 2025, the Company entered into a conveyance arrangement with the City of New York, under which it obtained specific land and associated property interests for its New York development initiative when the transaction closed on February 12, 2026. The transaction was accounted for as an asset acquisition.
27
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Upon closing, the Company recognized a $190.1 million land asset and a corresponding liability of $183.6 million for its obligation to fund specified capital improvements and related infrastructure associated with the conveyance arrangement. The liability was initially measured at fair value based on the present value of estimated future cash expenditures. The fair value was determined using level 3 inputs, including a discount rate of 6.6 % and the Company’s estimates of cost to complete the committed capital spend. Accretion of the liability over the construction period is capitalized to the related land asset, and the liability is reduced as capital expenditures are incurred. Refer to Note 17 “Commitments and Contingencies” for additional information regarding the conveyance arrangement and related commitments.
10. GOODWILL AND INTANGIBLE ASSETS
The change in carrying value of goodwill by reportable segment is as follows:
| (In thousands) | Casinos & Resorts | Bally’s Intralot B2B | Bally’s Intralot B2C | North America Interactive | Corporate & Other | Total | |||||||||||||||||||||||||||||
Goodwill as of December 31, 2025 (Successor)(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Current year measurement period adjustments | ( | ( | |||||||||||||||||||||||||||||||||
| Goodwill measurement period segment re-allocation | ( | ||||||||||||||||||||||||||||||||||
| Effect of foreign exchange | ( | ( | ( | ||||||||||||||||||||||||||||||||
Goodwill as of March 31, 2026 (Successor)(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) Amounts are shown net of accumulated goodwill impairment charges of $73.3 million for Bally’s Intralot B2B.
The change in intangible assets, net is as follows (in thousands):
| Intangible assets as of December 31, 2025 (Successor) | $ | ||||
| Measurement period adjustments | |||||
| Effect of foreign exchange | ( | ||||
| Software development costs | |||||
| Amortization expense | ( | ||||
| Intangible assets, net as of March 31, 2026 (Successor) | $ | ||||
28
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The Company’s identifiable intangible assets consist of the following:
| March 31, 2026 (Successor) | |||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||
| Amortizable intangible assets: | |||||||||||||||||
| Trade names | $ | $ | ( | $ | |||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Developed technology | ( | ||||||||||||||||
| Internally developed software | ( | ||||||||||||||||
| Gaming licenses | ( | ||||||||||||||||
| Licensing asset | ( | ||||||||||||||||
| Backlog | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Total amortizable intangible assets | ( | ||||||||||||||||
| Intangible assets not subject to amortization: | |||||||||||||||||
| Trade names | — | ||||||||||||||||
| Total unamortizable intangible assets | — | ||||||||||||||||
| Total intangible assets, net | $ | $ | ( | $ | |||||||||||||
| December 31, 2025 (Successor) | |||||||||||||||||
| (in thousands) | 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 | — | ||||||||||||||||
| Total unamortizable intangible assets | — | ||||||||||||||||
| Total intangible assets, net | $ | $ | ( | $ | |||||||||||||
Amortization of intangible assets was approximately $68.8 million, $32.9 million and $14.8 million for the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor), and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
29
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of March 31, 2026 (Successor):
| (in thousands) | |||||
Remaining 2026 | $ | ||||
2027 | |||||
2028 | |||||
2029 | |||||
2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
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.
During the year ended December 31, 2023, the Company entered into a series of interest rate contracts and cross currency swap derivative transactions with multiple bank counterparties in order to synthetically convert a notional aggregate amount of $500.0 million of the Company’s USD denominated variable rate Term Loan Facility, as disclosed in Note 14 “Long-Term Debt,” into fixed rate debt over five years and $200.0 million of the Term Loan Facility, to an equivalent GBP denominated floating rate instrument over three years . These contracts mature in October, 2028 and 2026, respectively.
Additionally, during the year ended December 31, 2024 the Company 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.
Cross Currency Swaps
Economic Hedges - During the fourth quarter of 2024 (Predecessor), 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.
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 condensed consolidated statements of operations. Refer to Note 1 “General Information” and Note 7 “Business Combinations” for further information.
The following table summarize the Company’s cross currency swap arrangements as of March 31, 2026 (Successor) and December 31, 2025 (Successor).
| (in thousands) | Hedge Designation | Notional Sold | Notional Purchased | ||||||||||||||
| Cross currency swaps | Economic Hedge | € | £ | ||||||||||||||
| Cross currency swaps | Economic Hedge | £ | $ | ||||||||||||||
30
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 were designated as cash flow hedges under ASC 815.
Economic Hedges - During the three months ended March 31, 2026 (Successor), as a result of the paydown of the Term Loan Facility and issuance of the 2026 Term Loan Credit Facility, the Company de-designated its Interest Rate Contracts as cash flow hedges and began recording changes in fair value of the derivative and the accrual of interest rate movements through earnings reported in Other non-operating income (expense), net in the condensed consolidated statements of operations. At the time of de-designation, amounts in Accumulated other comprehensive income (loss) were frozen and will be amortized through Interest expense, net through the maturity date of the Interest Rate Contracts. In addition, as a result of the lower principal of the 2026 Term Loan Credit Facility compared to the notional amounts of the Interest Rate Contracts, a pro-rata amount of accumulated other comprehensive loss of was recorded in Other non-operating expense, net in the condensed consolidated statements of operations.
As of March 31, 2026 (Successor) and December 31, 2025 (Successor), the notional value of the Company’s interest rate contracts was $1.5
12. FAIR VALUE MEASUREMENTS
The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
| March 31, 2026 (Successor) | |||||||||||||||||||||||
| (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 The Star | Other assets | ||||||||||||||||||||||
| 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 | ||||||||||||||||||||||
| Total derivative assets at fair value | |||||||||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||||||||
| 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 | ||||||||||||||||||||||
| Interest rate contracts | Accrued and other current liabilities | ||||||||||||||||||||||
| Interest rate contracts | Other long-term liabilities | ||||||||||||||||||||||
| Total derivative liabilities at fair value | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | ||||||||||||||||||||
31
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| December 31, 2025 (Successor) | |||||||||||||||||||||||
| (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 derivatives at fair value | |||||||||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Contingent consideration | Accrued and other current liabilities | $ | $ | $ | |||||||||||||||||||
| Contingent consideration | Other long-term liabilities | ||||||||||||||||||||||
| Derivatives 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 | $ | $ | $ | ||||||||||||||||||||
The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:
| Contingent Consideration Liability | |||||
| (in thousands) | |||||
Beginning as of December 31, 2025 (Successor) | $ | ||||
| Payments in period | ( | ||||
| Ending as of March 31, 2026 (Successor) | $ | ||||
| (in thousands) | Sinclair Performance Warrant Liability | Contingent Consideration Liability | |||||||||
Beginning as of December 31, 2024 (Predecessor) | $ | $ | |||||||||
| Change in fair value | |||||||||||
Ending as of February 7, 2025 (Predecessor) | $ | $ | |||||||||
Beginning as of February 8, 2025 (Successor) | $ | $ | |||||||||
| Change in fair value | |||||||||||
Ending as of March 31, 2025 (Successor) | $ | $ | |||||||||
32
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The fair value gains (losses) recognized in the condensed consolidated statements of operations for derivative instruments were as follows:
| Condensed Consolidated Statements of Operations Location | Successor | Predecessor | |||||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | ||||||||||||||||||||
| Derivatives not designated as hedging instruments | |||||||||||||||||||||||
| Sinclair Performance Warrants | Other non-operating expense, net | $ | $ | $ | ( | ||||||||||||||||||
| Cross Currency Swaps | Other non-operating expense, net | ||||||||||||||||||||||
| Interest rate contracts | Other non-operating expense, net | ||||||||||||||||||||||
| Derivatives designated as hedging instruments | |||||||||||||||||||||||
| Interest rate contracts | Interest expense, net | $ | $ | $ | ( | ||||||||||||||||||
| Cross currency swaps | Interest expense, net | ||||||||||||||||||||||
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 condensed consolidated statements of operations.
Sinclair Performance Warrants
Sinclair Performance Warrants were accounted for as a derivative instrument classified as a liability within Level 3 of the hierarchy through February 7, 2025 (Predecessor) as the warrants are not traded in active markets and are subject to certain assumptions and estimates made by management related to the probability of meeting performance milestones. These assumptions and the probability of meeting performance targets may have a significant impact on the value of the warrant. The Performance Warrants were valued using an option pricing model, considering the Company’s estimated probabilities of achieving the performance milestones for each tranche. Inputs to this valuation approach include volatility between 40 % and 67 %, risk free rates between 3.84 % and 4.79 %, the Company’s common stock price for each period and expected terms between 1.5 and 6.3 years. In connection with the Queen Merger, as of February 7, 2025, all outstanding Performance Warrants became immediately exercisable at a price of $0.01 per share and were reclassified out of liabilities and into equity and are no longer measured at fair value.
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 condensed consolidated statements of operations. The contingent consideration was valued at $8.9 million and $123.9 million as of March 31, 2026 (Successor) and December 31, 2025 (Successor), respectively. 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 %. During the three months ended March 31, 2026 (Successor), the contingency related to $115 million of the $125 million total payments was resolved and paid.
33
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Investment in GLPI Partnership
The Company holds a limited partnership interest in GLP Capital, L.P., 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 expense, net of the condensed 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 are net of debt issuance costs, debt discounts and fair value adjustments. Refer to Note 14 “Long-Term Debt” for further information.
| March 31, 2026 (Successor) | December 31, 2025 (Successor) | ||||||||||||||||||||||
| (in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||
2026 Term Loans | $ | $ | $ | $ | |||||||||||||||||||
| 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
Accrued and other current liabilities consist of the following:
| (in thousands) | March 31, 2026 (Successor) | December 31, 2025 (Successor) | |||||||||
| Gaming liabilities | $ | $ | |||||||||
| Compensation | |||||||||||
| Interest payable | |||||||||||
| Construction | |||||||||||
| Professional services | |||||||||||
| Insurance reserve | |||||||||||
| Contingent consideration payable | |||||||||||
| New York gaming license fee | |||||||||||
| Other | |||||||||||
| Total accrued and other current liabilities | $ | $ | |||||||||
34
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
14. LONG-TERM DEBT
As of March 31, 2026 (Successor) and December 31, 2025 (Successor), long-term debt consisted of the following:
| (in thousands) | March 31, 2026 (Successor) | December 31, 2025 (Successor) | |||||||||
2026 Term Loans | $ | $ | |||||||||
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 fair value adjustment(3) | ( | ( | |||||||||
| Long-term debt, including current portion | |||||||||||
Less: Current portion of Term Loan, and Intralot Greek Term Loan | ( | ( | |||||||||
| Long-term debt, net of discount and deferred financing fees; excluding current portion | $ | $ | |||||||||
__________________________________
(1) The Company had 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 $200.0 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 March 31, 2026 the interest rate of the Floating Rate Senior Notes was 6.579 %.
(3) Represents the adjustment to recognize the Company’s existing debt at fair value in the Merger, as well as the fair value adjustment to the Company’s assumed Intralot debt in connection with the Intralot Transaction. These adjustments are amortized through Interest expense, net using the effective interest method.
Unsecured Notes
In August 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. The Senior Notes are guaranteed, jointly and severally, by certain 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.
35
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 was to mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”). In February 2026, total commitments under the Revolving Credit Facility had been reduced to approximately $519.3 million following certain commitment reductions, including reductions in connection with the Bally’s Twin River sale-leaseback transaction, which were partially offset by incremental commitments. As of March 31, 2026 (Successor), there was $183.6 million available under the Company’s Revolving Credit Facility.
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 in January 2026, a portion of the revolving credit facility will mature in 2028, while the remaining portion will mature in 2026. In February 2026, the Company also executed a Fourth Amendment to the Credit Agreement (“Amendment No. 4”), which increased the interest rate margins applicable to revolving loans and swingline loans.
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 $325.0 million and 50 % 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.
The Company’s 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, following the effectiveness of Amendment No. 3, applies when utilization under the Revolving Credit Facility exceeds 25 % of the total revolving commitment.
36
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
In May 2026, the Required Revolving Lenders and Administrative Agent under the Company’s Revolving Credit Facility conditionally waived compliance with the consolidated net leverage ratio covenant for each fiscal quarter ending during the period commencing March 31, 2026 through the earlier of (i) the Company’s election to terminate the waiver upon certifying compliance with the covenant as of the most recently ended fiscal quarter, or (ii) the date immediately preceding the delivery of the compliance certificate for the quarter ending March 31, 2027 (the “Covenant Waiver Period”). The waiver remains subject to the Company’s ongoing satisfaction of certain liquidity maintenance requirements, restrictions on additional secured indebtedness, compliance with the covenants under the Company’s term loan credit agreement and agreement to enter into an amendment to the revolving credit facility within a specified period in order to incorporate certain covenants from the Company’s term loan credit agreement. Failure to satisfy any such condition will result in automatic termination of the waiver and reinstatement of the covenant in full force and effect. As of the date of this filing, the Company was in compliance with all applicable terms of the waiver. The Company expects to remain in compliance through the Covenant Waiver Period and, for applicable covenants, through the next twelve months.
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.
In connection with the issuance of the 2026 Term Loan Credit Facility described below, the Company repaid in full the outstanding balance under its Term Loan Facility, paying $1.48 billion in cash for a $1.47 billion reduction in principal and $5.9 million settlement of accrued interest, and recognized a $63.4 million loss on extinguishment of debt which represents the unamortized fair value adjustment as of the repayment date.
2026 Term Loans
On February 11, 2026, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into a new term loan credit facility (the “2026 Term Loan Credit Facility”). The 2026 Term Loan Credit Facility provides for $1.1 billion of senior secured term loans (the “2026 Term Loans”) maturing on February 11, 2031, however, if the Company’s 2029 Notes remain outstanding as of March 1, 2029, the maturity date of the Term Loans will be March 1, 2029.
Borrowings under the 2026 Term Loan Credit Facility bear interest, at the Company’s option, at either (i) an alternate base rate, subject to a 3.0 % floor, plus a margin of 6.5 % per annum, or (ii) Term SOFR, subject to a 3.0 % floor, plus a margin of 7.5 % per annum. The Company may elect to pay a portion of the accrued interest on the 2026 Term Loans in kind, up to 3.5 % per annum.
The 2026 Term Loans are guaranteed by certain of the Company’s restricted subsidiaries and are secured by substantially all assets of the Company and the guarantors, subject to certain exceptions. The 2026 Term Loans are secured on a pari passu basis with the obligations under the Company’s Revolving Credit Facility. The 2026 Term Loan credit facility 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.
Intralot Greek Retail Bond
In February 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 March 31, 2026 (Successor) and December 31, 2025 (Successor), there was €130.0
The bonds bear interest at a fixed rate of 6.00 % per annum, payable semi-annually, which will remain fixed throughout the duration of the bonds. Upon its maturity on February 27, 2029, Intralot will be required to repay the principal in full, together with outstanding accrued interest and any other amounts payable. 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.
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.
37
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 €200.0 million. As of March 31, 2026 (Successor) and December 31, 2025 (Successor), Intralot had €200.0
The Intralot Greek Term Loan bears interest at a fixed 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. The Intralot Greek Term Loan is secured by substantially all assets of Intralot Capital and the guarantors party thereto, subject to certain exceptions. Subject to an intercreditor agreement, Intralot Greek Term Loan caries the same security priority as other senior secured obligations of Intralot Capital.
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 sterling-denominated term loan facility in an aggregate principal amount of £400.0 million, maturing on October 8, 2031. 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. As of March 31, 2026 (Successor) and December 31, 2025 (Successor), £400.0
The Intralot British Term Loan bears interest at a rate equal to SONIA (Sterling Overnight Index Average) plus a margin of 5.5 %. Interest periods may be one, three, or six months, or such other periods as agreed among the parties. The Borrower pays accrued interest on the last day of each interest period.
Intralot Fixed and Floating Interest Rate Bonds
Intralot Capital has issued €600 million aggregate principal amount of 6.75 % Senior Secured Fixed Rate Notes due 2031 (the “Intralot Fixed Rate Notes”) and €300 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 March 31, 2026 (Successor) and December 31, 2025 (Successor), the full €900
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.
38
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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. 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 total permitted revolving credit commitments in an aggregate principal amount equal to the greater of €190.0 million and 40 % of Intralot’s four-quarter consolidated EBITDA. Current commitments total €160.0 million. 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. As of March 31, 2026 (Successor) and December 31, 2025 (Successor), the Company had no
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.
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 Intralot RCF Agreement 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 March 31, 2026 (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. Except as noted above with respect to the waiver of the consolidated first lien net leverage ratio covenant under the Company’s Revolving Credit Facility, no waivers of acceleration or covenant violations were in effect as of March 31, 2026 (Successor). The Company expects to be in compliance with all applicable covenants for the next twelve months.
39
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Debt Maturities
As of March 31, 2026 (Successor), the contractual annual principal maturities of long-term debt, including the Revolving Credit Facility, are as follows:
| (in thousands) | |||||
| Remaining 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| $ | |||||
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 consumer price index (“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 $2.42 billion and $1.93 billion as of March 31, 2026 (Successor) and December 31, 2025 (Successor), respectively, and right of use assets of $2.25 billion and $1.77 billion as of March 31, 2026 (Successor) and December 31, 2025 (Successor), respectively, which were included in the condensed consolidated balance sheets.
GLPI Master Leases
As of March 31, 2026 (Successor), the Company leases certain properties from GLPI under three separate master lease agreements, the “Master Lease,” the “Master Lease No. 2,” and the “Queen Master Lease.” 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, Bally’s Shreveport, DraftKings at Casino Queen, The Queen Baton Rouge and Bally’s Twin River properties are leased under the terms of the Master Lease No. 2 which requires combined initial minimum annual payments of $118.3 million. The Company’s Bally’s Baton Rouge and Casino Queen Marquette properties are leased under the terms of the Queen Master Lease, which requires initial combined minimum annual payments of $3.0 million, plus annual development rent of $11.3 million. All components of the Master Lease, Master Lease No. 2 and the Queen Master Lease are accounted for as operating leases within the provisions of ASC 842, Leases (“ASC 842”), over the lease term or until a re-assessment event occurs. All three leases have an initial term of 15 four five-year 1
On February 11, 2026, the Company completed the sale-leaseback of the land and real estate assets of Bally’s Twin River to GLPI for total consideration of $700.0 million. The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds was used to reduce the Company’s debt. In connection with this transaction, the Bally’s Twin River property was added to Master Lease No. 2, increasing minimum annual payments by $56.0 million, and with annual escalations and extension options disclosed above. During the three months ended March 31, 2026 (Successor), the Company recorded a gain of $105.8 million, within Gain on sale-leaseback in the condensed consolidated statements of operations, representing the difference in the transaction price and the derecognition of assets.
40
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 and modified in 2024. 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 $14.6 million, subject to minimum 1 % annual increase or greater based on CPI. As of March 31, 2026 (Successor), the renewal options are not considered reasonably certain to be exercised.
Chicago MLA
On July 17, 2025, the Company entered into a new master lease agreement with GLPI (the “Chicago MLA”), that amended the existing ground lease for the property on which the Company plans to develop its Chicago Permanent Facility and a development agreement with GLPI (the “Chicago Development Agreement”) pursuant to which GLPI has committed to advance up to $940.0 million (the “GLPI Development Advances”) for the payment of hard costs used to construct the Chicago Permanent Facility in exchange for increasing the amount of rent payable to GLPI under the Chicago MLA.
The Chicago MLA has an initial term of 15 years and includes four , five-year options to renew and is subject to annual escalation. Initial annual rent under the Chicago MLA was $20.0 million, with additional rent equal to 8.5 % of the GLPI Development Advances that are granted to the Company. Under the Chicago Development Agreement, as construction occurs, the Company will recognize a construction receivable on the condensed consolidated balance sheets due from GLPI. To the extent costs exceed the amount to be reimbursed by GLPI, 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 March 31, 2026 (Successor) and December 31, 2025 (Successor), the prepaid rent balance, classified within Other assets, was $193.2 million and $175.8 million, respectively.
Components of lease expense, included within General and administrative in the condensed consolidated statements of operations, for operating leases were as follows:
| (in thousands) | Three Months Ended March 31, 2026 (Successor) | Period from February 8, 2025 to March 31, 2025 (Successor) | Period from January 1, 2025 to February 7, 2025 (Predecessor) | |||||||||||||||||
| Operating leases: | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | |||||||||||||||||
| Variable lease cost | ||||||||||||||||||||
| Operating lease expense | ||||||||||||||||||||
| Short-term lease expense | ||||||||||||||||||||
| Total lease expense | $ | $ | $ | |||||||||||||||||
Supplemental cash flow and other information related to operating leases are as follows:
| (in thousands) | Three Months Ended March 31, 2026 (Successor) | Period from February 8, 2025 to March 31, 2025 (Successor) | Period from January 1, 2025 to February 7, 2025 (Predecessor) | |||||||||||||||||
| 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 | ||||||||||||||||||||
GLPI Development Advances received | ||||||||||||||||||||
| March 31, 2026 (Successor) | December 31, 2025 (Successor) | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | % | |||||||||
41
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of March 31, 2026 (Successor), future minimum lease payments under noncancellable operating leases are as follows:
| (in thousands) | March 31, 2026 (Successor) | ||||
| Remaining 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 March 31, 2026 (Successor).
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 recorded lessor revenues in “Non-gaming revenue” of $41.7 million, $18.7 million and $11.0 million for the three months ended March 31, 2026 (Successor), period from February 8, 2025 to March 31, 2025 (Successor), and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
16. 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 March 31, 2026 (Successor) and December 31, 2025 (Successor), $95.5 no
Preferred Stock
The Company has authorized the issuance of up to 10 million shares of $0.01 par value preferred stock. As of March 31, 2026 (Successor) and December 31, 2025 (Successor), no
Shares Outstanding
As of March 31, 2026 (Successor), the Company had 48,947,327 The Company has issued warrants 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 or the achievement of certain performance targets. These incremental shares are summarized below:
Penny Warrants (Note 2) | |||||
| Outstanding awards under Equity Incentive Plans | |||||
42
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Accumulated Other Comprehensive Income (Loss)
The following tables reflect the changes in Accumulated other comprehensive income (loss) by component:
| Successor | |||||||||||||||||||||||||||||
| (in thousands) | Foreign Currency Translation Adjustment | Benefit Plans | Cash Flow Hedges(1) | Net Investment Hedges | Total | ||||||||||||||||||||||||
Accumulated other comprehensive income (loss) at December 31, 2025 (Successor) | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Other comprehensive loss before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||
Reclassifications from accumulated other comprehensive income (loss) to earnings(2) | |||||||||||||||||||||||||||||
| Tax effect | ( | ||||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||
| Amount attributable to non-controlling interest | |||||||||||||||||||||||||||||
Accumulated other comprehensive income (loss) at March 31, 2026 (Successor) | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
__________________________________
(1) As of March 31, 2026 (Successor), approximately $7.7 million of existing gains and losses are estimated to be reclassified into earnings within the next 12 months.
(2) Includes $8.0 million reclassification due to de-designation of its interest rate contracts as cash flow hedges. Refer to Note 11 “Derivative Instruments” for further information.
| Predecessor | |||||||||||||||||||||||||||||
| (in thousands) | Foreign Currency Translation Adjustment | Benefit Plans | Cash Flow Hedges | Net Investment Hedges | Total | ||||||||||||||||||||||||
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 07, 2025 (Predecessor) | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||
43
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| Successor | |||||||||||||||||||||||||||||
| (in thousands) | Foreign Currency Translation Adjustment | Benefit Plans | Cash Flow Hedges | Net Investment Hedges | Total | ||||||||||||||||||||||||
Accumulated other comprehensive (loss) income at February 8, 2025 (Successor) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||||||||
| Reclassifications from accumulated other comprehensive income (loss) to earnings | |||||||||||||||||||||||||||||
| Tax effect | ( | ( | |||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||
Accumulated other comprehensive income (loss) at March 31, 2025 (Successor) | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
17. 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 condensed 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.
44
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 $161.0 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 $1.0 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. Additionally, as part of the conditions for closing of the Conveyance Agreement, Bally’s New York amended its License Agreement and Licensor Consent with the City, which includes an obligation for Bally’s New York to design and construct a new permanent clubhouse on the licensed property.
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 $500.0 million license fee, which was paid in the three months ended March 31, 2026 (Successor), 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 $100.0 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 March 31, 2026 (Successor), approximately $40.0 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 March 31, 2026 (Successor), approximately $600.0 million of this commitment remains.
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.
45
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 March 31, 2026 (Successor) and December 31, 2025 (Successor) related to these bonds.
Sponsorship Commitments
As of March 31, 2026 (Successor), the Company has entered into multiple sponsorship agreements with various professional sports leagues and teams. These agreements commit a total of $105.4 million through 2036 and grant the Company rights to use official league marks for branding and promotions, among other benefits.
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 March 31, 2026 (Successor), the cumulative minimum obligation committed in these agreements is approximately $25.3 million through 2029.
18. SEGMENT REPORTING
In the fourth quarter of 2025, the Company updated its operating and reportable segments in connection with the Intralot Transaction 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, two horse racetracks 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.
46
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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.
As of March 31, 2026 (Successor), the Company’s operations were substantially in the US and UK with a less substantive footprint in other countries world-wide. Revenue generated from the UK represented approximately 27 %, 27 % and 32 % of total revenue for the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.
The following table sets forth revenue and Adjusted EBITDAR for the Company’s four
47
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| 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 | ( | ( | ( | |||||||||||||||||
| Tropicana Las Vegas demolition and closure costs | ( | ( | ( | |||||||||||||||||
| Share-based compensation | ( | ( | ( | |||||||||||||||||
| (Loss) gain on sale-leaseback, net | ||||||||||||||||||||
Merger Agreement and Intralot Transaction costs(3) | ( | ( | ( | |||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||
| Income (loss) from operations | ( | ( | ||||||||||||||||||
| Other (expense) income | ||||||||||||||||||||
| Interest expense, net of interest income | ( | ( | ( | |||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||
| Total other expense, net | ( | ( | ( | |||||||||||||||||
| Loss before income taxes | ( | ( | ( | |||||||||||||||||
| Benefit (provision) for income taxes | ( | |||||||||||||||||||
| Net (loss) income | $ | ( | $ | $ | ( | |||||||||||||||
__________________________________
(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. Adjusted EBITDAR should not be construed as an alternative to GAAP net income, its most directly comparable GAAP measure, nor is it directly comparable to similarly titled measures presented by other companies.
(2) Consists primarily of the operating lease components contained within certain triple net leases for the real estate assets used in the operations of casino properties. Refer to Note 15 “Leases” for further information.
(3) Costs incurred in connection with the Merger Agreement and the Intralot transaction discussed in Note 1 “General Information”.
48
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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 | ||||||||||||||||||||
| Three Months Ended March 31, 2026 (Successor) | |||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: segment expenses | |||||||||||||||||||||||
| Marketing costs | |||||||||||||||||||||||
| Gaming tax | |||||||||||||||||||||||
| Compensation | |||||||||||||||||||||||
| Other direct costs | |||||||||||||||||||||||
| Casino property costs | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Segment expense allocations | ( | ||||||||||||||||||||||
Other segment items(1) | |||||||||||||||||||||||
| Segment EBITDAR | $ | $ | $ | $ | ( | ||||||||||||||||||
| Period from February 8, 2025 to March 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 | $ | $ | $ | $ | ( | ||||||||||||||||||
__________________________________
(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.
49
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Capital Expenditures | ||||||||||||||||||||
| Casinos & Resorts | $ | $ | $ | |||||||||||||||||
| Bally’s Intralot B2B | ||||||||||||||||||||
| Bally’s Intralot B2C | ||||||||||||||||||||
| North America Interactive | ||||||||||||||||||||
Corporate & Other(1) | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
__________________________________
(1) Includes $26.3 million and $11.0 million related to the Chicago Permanent Facility during the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
19. EARNINGS (LOSS) PER SHARE
Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which future service is required as a condition to the delivery of the underlying common stock.
| Successor | Predecessor | |||||||||||||||||||
| (in thousands, except per share data) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Net loss (income) 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) income per share | $ | ( | $ | $ | ( | |||||||||||||||
| Diluted (loss) income per share | $ | ( | $ | $ | ( | |||||||||||||||
There were 25,058 , 19,943 and 5,056,640 share-based awards that were considered anti-dilutive for the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
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.
50
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the securities laws. Forward-looking statements are statements as to matters that are not historical facts, and include statements about our plans, objectives, expectations and intentions.
Forward-looking statements are not guarantees and are subject to risks and uncertainties. Forward-looking statements are based on our current expectations and assumptions. Although we believe that our expectations and assumptions are reasonable at this time, they should not be regarded as representations that our expectations will be achieved. Actual results may vary materially. Forward-looking statements speak only as of the time of this report and we do not undertake to update or revise them as more information becomes available, except as required by law.
Important factors beyond those that apply to most businesses, some of which are beyond our control, that could cause actual results to differ materially from our expectations and assumptions include:
•unexpected costs and other events impacting our planned construction projects, including Bally’s Chicago;
•unexpected costs, difficulties integrating and other events impacting our completed acquisitions and our ability to realize anticipated benefits;
•risks associated with our rapid growth, including those affecting customer and employee retention, integration and controls;
•risks associated with the impact of the digitalization of gaming on our casino operations, our expansion into online gaming (“iGaming”) and sports betting and the highly competitive and rapidly changing aspects of our interactive businesses generally;
•the very substantial regulatory restrictions applicable to us, including costs of compliance;
•global economic challenges, including the impact of public health crises, global and regional conflicts, rising inflation, rising interest rates and supply-chain disruptions, could cause economic uncertainty and volatility and impact discretionary consumer spending;
•restrictions and limitations in agreements to which we are subject, including our debt, could significantly affect our ability to operate our business and our liquidity; and
•other risks identified in Part I. Item 1A. “Risk Factors” of Bally’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on March 23, 2026 and other filings with the SEC.
The foregoing list of important factors is not exclusive and does not include matters like changes in general economic conditions that affect substantially all gaming businesses.
You should not place undue reliance on our forward-looking statements.
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Overview
We are a global gaming, hospitality, entertainment and technology company with an expanding international footprint across casino, interactive and lottery markets. We provide our customers and partners with physical and interactive entertainment and gaming experiences worldwide. Our offerings include traditional casino gaming, iGaming, online bingo, sportsbook, free-to-play games and technology driven lottery and gaming solutions.
As of March 31, 2026, we own and operate 20 casinos globally, including in the United Kingdom (“UK”) and in 11 states across the United States (“US”), along with a golf course in New York and horse racetracks in Colorado and Wyoming. We also own Bally Bet Sportsbook & Casino, a premier sports betting and iCasino platform licensed in 14 jurisdictions in North America, and a majority equity interest in Bally’s Intralot S.A. (“Intralot”) which is active in 39 jurisdictions worldwide and is comprised of a global lottery, technology, management and services business and also the Bally’s Interactive International division, a leading global interactive gaming operator. We also have rights to developable land in Las Vegas at the site of the former Tropicana Las Vegas, have been awarded a license to build a full-scale casino and resort in The Bronx, New York (“Bally’s New York”), and are developing an integrated destination resort in Chicago, Illinois.
Our Strategy and Business Developments
We seek to continue to grow our business by focusing on expanding our integrated casino and interactive gaming platform, optimizing our capital structure, and employing disciplined growth initiatives. We believe that interactive gaming represents a significant strategic opportunity for the future growth of Bally’s and we will continue to proactively allocate resources in regions where we anticipate iGaming regulation, in addition to those markets where iGaming is already well-established. Across the globe, we engage in multiple state and private bidding processes, seeking to obtain new lottery agreements through our innovative technology and solutions. We seek to increase revenues at our casinos and resorts through enhancing the guest experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive surroundings with high-quality guest service. We believe that our recent acquisitions have expanded and diversified us from financial and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns, idiosyncratic regulatory changes and increases in regional competition.
We continue to make progress on the integration of our acquired assets and deploying capital on our strategic growth projects. These steps have advanced our transformation into a globally diversified gaming and technology operator with a strengthened portfolio, expanded global footprint and enhanced platforms across both digital and land-based channels.
2025 Transactions
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 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 €1.5 billion ($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.
52
For further information on our recent acquisitions, refer to Notes 1 “General Information” and 7 “Business Combinations” to our condensed consolidated financial statements presented in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Operating Structure
Our business is organized into four reportable segments: (i) Casinos & Resorts, (ii) Bally’s Intralot B2B, (iii) Bally’s Intralot B2C, and (iv) North America Interactive.
Casinos & Resorts - includes 19 land-based casino properties, two horse racetracks and one golf course in the US:
| Property Name | Location | |||||||
| Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”) | Atlantic City, New Jersey | |||||||
Bally’s Black Hawk(1)(2) | Black Hawk, Colorado | |||||||
Bally’s Chicago Casino (“Bally’s Chicago”)(3) | Chicago, Illinois | |||||||
Bally’s Dover Casino Resort (“Bally’s Dover”)(2) | Dover, Delaware | |||||||
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)(2) | Evansville, Indiana | |||||||
Bally’s Kansas City Casino (“Bally’s Kansas City”)(2) | Kansas City, Missouri | |||||||
| Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”) | Lake Tahoe, Nevada | |||||||
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)(2) | Rock Island, Illinois | |||||||
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)(2) | Shreveport, Louisiana | |||||||
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2) | Tiverton, Rhode Island | |||||||
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)(2) | Lincoln, Rhode Island | |||||||
| Bally’s Vicksburg Casino (“Bally’s Vicksburg”) | Vicksburg, Mississippi | |||||||
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)(2) | Biloxi, Mississippi | |||||||
| Bally’s Arapahoe Park | Aurora, Colorado | |||||||
| Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”) | Bronx, New York | |||||||
The Queen Baton Rouge(2) | Baton Rouge, Louisiana | |||||||
Bally’s Baton Rouge Casino and Hotel (“Bally’s Baton Rouge”)(2) | Baton Rouge, Louisiana | |||||||
Casino Queen Marquette(2) | Marquette, Iowa | |||||||
DraftKings at Casino Queen(2) | East St. Louis, Illinois | |||||||
Bally’s Thunder Plains Park | Hillsdale, Wyoming | |||||||
__________________________________
(1) Consists of three casino properties: 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 the Company’s future permanent casino resort in Chicago (the “Chicago Permanent Facility”) is constructed. The site of the Chicago Permanent Facility is leased from GLPI.
Bally’s Intralot B2B - includes Intralot’s global lottery 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 - includes the North American operations of Bally’s Interactive, primarily a B2C online iGaming and online sportsbook operator; and consumer facing service and marketing engines.
Refer to Note 18 “Segment Reporting” to our condensed consolidated financial statements for additional information on our segment reporting structure.
53
Macroeconomic and Other Factors
Our business is subject to risks caused by global economic challenges, including those caused by public health crises such as the COVID-19 pandemic, the impact of global and regional conflicts, rising inflation, rising interest rates and supply-chain disruptions, that can cause economic uncertainty and volatility. These challenges can negatively impact discretionary consumer spending and could result in a reduction in visitors to our properties, including those that stay in our hotels, or discretionary spending by our customers on entertainment and leisure activities. In addition, inflation generally affects our business by increasing our cost of labor. In periods of sustained inflation, it may be difficult to effectively control such increases to our costs and retain key personnel.
Key Performance Indicators
The key performance indicator used in managing our business is consolidated Adjusted EBITDA and segment Adjusted EBITDAR which are non-GAAP measures. Adjusted EBITDA is defined as earnings, or loss, for the Company, or where noted its reporting segments, before, in each case, interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition and other transaction related costs, 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. Segment Adjusted EBITDAR is Adjusted EBITDA (as defined above) for the Company’s reportable segments, plus rent expense associated with triple net operating leases for the real estate assets used in the operations of the Bally’s casinos.
We use consolidated Adjusted EBITDA and segment Adjusted EBITDAR to analyze the performance of our business and they are used as determining factors for performance-based compensation for members of our management team. We use consolidated Adjusted EBITDA and segment Adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a more fulsome understanding of our core operating results and as a means to evaluate period-to-period performance. Also, we present consolidated Adjusted EBITDA and segment Adjusted EBITDAR because they are used by some investors and creditors as indicators of the strength and performance of ongoing business operations, including our ability to service debt, and to fund capital expenditures, acquisitions and operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value companies within our industry. Consolidated Adjusted EBITDA and segment Adjusted EBITDAR information is presented because management believes that they are commonly used measures of performance in the gaming industry and that they are considered by many to be key indicators of our operating results.
Consolidated Adjusted EBITDAR is used outside of our financial statements solely as a valuation metric. Consolidated Adjusted EBITDAR is defined as consolidated Adjusted EBITDA plus rent expense associated with triple net operating leases. Consolidated Adjusted EBITDAR is an additional metric used by analysts in valuing gaming companies subject to triple net leases since it eliminates the effects of variability in leasing methods and capital structures. This metric is included as supplemental disclosure because (i) we believe Consolidated Adjusted EBITDAR is used by gaming operator analysts and investors to determine the equity value of gaming operators and (ii) financial analysts refer to Consolidated Adjusted EBITDAR when valuing our business. We believe Consolidated Adjusted EBITDAR is useful for equity valuation purposes because (i) its calculation isolates the effects of financing real estate, and (ii) using a multiple of Consolidated Adjusted EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising from operating leases related to real estate.
Consolidated Adjusted EBITDA and segment Adjusted EBITDAR should not be construed as alternatives to net income, the most directly comparable GAAP measure, as indicators of our performance. In addition, consolidated Adjusted EBITDA and segment Adjusted EBITDAR as used by us may not be defined in the same manner as other companies in our industry, and, as a result, may not be comparable to similarly titled non-GAAP financial measures of other companies. Consolidated Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income, because it excludes the rent expense associated with our triple net operating leases for real estate assets used in the operations of our casino properties.
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First Quarter 2026 Results
The following table presents, for the periods indicated, certain revenue and income items:
| Successor | Predecessor | |||||||||||||||||||
| (in millions) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Total revenue | $ | 755.7 | $ | 368.7 | $ | 220.5 | ||||||||||||||
| Income (loss) from operations | 91.6 | (1.8) | (20.8) | |||||||||||||||||
| Net (loss) income | (160.9) | 34.5 | (51.0) | |||||||||||||||||
The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue:
| Successor | Predecessor | |||||||||||||||||||
| Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | ||||||||||||||||||
| Total revenue | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||
| Gaming and non-gaming expenses | 47.2 | % | 44.1 | % | 47.4 | % | ||||||||||||||
| General and administrative | 41.8 | % | 43.5 | % | 51.9 | % | ||||||||||||||
| Gain on sale-leaseback | (14.0) | % | — | % | — | % | ||||||||||||||
| Depreciation and amortization | 12.9 | % | 12.9 | % | 10.1 | % | ||||||||||||||
| Total operating costs and expenses | 87.9 | % | 100.5 | % | 109.4 | % | ||||||||||||||
| Income (loss) from operations | 12.1 | % | (0.5) | % | (9.4) | % | ||||||||||||||
| Other (expense) income: | ||||||||||||||||||||
| Interest expense, net | (14.5) | % | (14.0) | % | (12.3) | % | ||||||||||||||
| Other non-operating expense, net | (19.3) | % | (2.4) | % | (1.1) | % | ||||||||||||||
| Total other expense, net | (33.8) | % | (16.5) | % | (13.4) | % | ||||||||||||||
| Loss before income taxes | (21.7) | % | (17.0) | % | (22.8) | % | ||||||||||||||
| (Benefit) provision for income taxes | (0.4) | % | (26.3) | % | 0.3 | % | ||||||||||||||
| Net (loss) income | (21.3) | % | 9.4 | % | (23.1) | % | ||||||||||||||
__________________________________
Note: Amounts in table may not subtotal due to rounding.
Segment Performance
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. Prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments.
55
The following table sets forth certain financial information associated with results of operations:
| Successor | Predecessor | |||||||||||||||||||
| (in thousands, except percentages) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Revenue: | ||||||||||||||||||||
| Gaming | ||||||||||||||||||||
| Casinos & Resorts | $ | 300,698 | $ | 178,534 | $ | 95,984 | ||||||||||||||
| Bally’s Intralot B2C | 239,132 | 107,736 | 74,849 | |||||||||||||||||
| North America Interactive | 51,025 | 27,509 | 14,934 | |||||||||||||||||
| Total Gaming revenue | 590,855 | 313,779 | 185,767 | |||||||||||||||||
| Non-gaming | ||||||||||||||||||||
| Casinos & Resorts | 79,030 | 48,317 | 28,315 | |||||||||||||||||
| Bally’s Intralot B2B | 73,956 | 4,883 | 3,720 | |||||||||||||||||
| Bally’s Intralot B2C | 806 | 131 | 416 | |||||||||||||||||
| North America Interactive | 9,431 | 48 | 2,007 | |||||||||||||||||
| Corporate & Other | 1,644 | 1,536 | 273 | |||||||||||||||||
| Total Non-gaming revenue | 164,867 | 54,915 | 34,731 | |||||||||||||||||
| Total revenue | $ | 755,722 | $ | 368,694 | $ | 220,498 | ||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||
| Gaming | ||||||||||||||||||||
| Casinos & Resorts | $ | 116,555 | $ | 64,515 | $ | 37,637 | ||||||||||||||
| Bally’s Intralot B2C | 108,051 | 44,437 | 33,335 | |||||||||||||||||
| North America Interactive | 50,256 | 24,571 | 17,022 | |||||||||||||||||
| Total Gaming expenses | $ | 274,862 | $ | 133,523 | $ | 87,994 | ||||||||||||||
| Non-gaming | ||||||||||||||||||||
| Casinos & Resorts | $ | 43,735 | $ | 24,840 | $ | 16,240 | ||||||||||||||
| Bally’s Intralot B2B | 33,178 | — | — | |||||||||||||||||
| Bally’s Intralot B2C | 161 | 1,140 | 16 | |||||||||||||||||
| North America Interactive | 4,531 | 2,565 | 68 | |||||||||||||||||
| Corporate & Other | — | 564 | 202 | |||||||||||||||||
| Total Non-gaming expenses | $ | 81,605 | $ | 29,109 | $ | 16,526 | ||||||||||||||
| General and administrative | ||||||||||||||||||||
| Casinos & Resorts | $ | 181,550 | $ | 92,005 | $ | 63,503 | ||||||||||||||
| Bally’s Intralot B2B | 26,974 | — | — | |||||||||||||||||
| Bally’s Intralot B2C | 47,354 | 20,123 | 16,818 | |||||||||||||||||
| North America Interactive | 12,909 | 3,029 | 5,512 | |||||||||||||||||
| Corporate & Other | 47,259 | 45,234 | 28,568 | |||||||||||||||||
| Total General and administrative | $ | 316,046 | $ | 160,391 | $ | 114,401 | ||||||||||||||
| Margins: | ||||||||||||||||||||
| Gaming expenses as a percentage of Gaming revenue | 47 | % | 43 | % | 47 | % | ||||||||||||||
| Non-gaming expenses as a percentage of Non-gaming revenue | 49 | % | 53 | % | 48 | % | ||||||||||||||
| General and administrative as a percentage of Total revenue | 42 | % | 44 | % | 52 | % | ||||||||||||||
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The three months ended March 31, 2026 (successor) compared to the successor period from February 8, 2025 to March 31, 2025 and the predecessor period from January 1, 2025 to February 7, 2025.
Total Revenue
The following table sets forth certain financial information associated with revenue:
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Gaming | $ | 590,855 | $ | 313,779 | $ | 185,767 | ||||||||||||||
| Hotel | 29,654 | 18,713 | 11,006 | |||||||||||||||||
| Food and beverage | 33,633 | 20,254 | 11,304 | |||||||||||||||||
| Technology Services | 58,905 | — | — | |||||||||||||||||
| Licensing | 3,011 | 4,883 | 3,720 | |||||||||||||||||
| Retail, entertainment and other | 39,664 | 11,065 | 8,701 | |||||||||||||||||
| Total revenue | $ | 755,722 | $ | 368,694 | $ | 220,498 | ||||||||||||||
Total revenue for the Successor three months ended March 31, 2026 increased 28%, from $589.2 million for the Predecessor period from January 1, 2025 to February 7, 2025 and successor period from February 8, 2025 to March 31, 2025. Increases in total revenue from the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025 are primarily driven by the revenue additions from Queen, beginning on February 8, 2025, and the Intralot entities, beginning October 8, 2025, contributing $68.5 million and $95.2 million, respectively, to the Successor three months ended March 31, 2026.
Gaming and Non-gaming Expenses
During the Successor three months ended March 31, 2026, gaming and non-gaming expenses grew proportionally relative to total revenue. The expenses for the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025 amounted to $267.2 million. This growth in expenses compared to the prior year is primarily due to the changes in revenue year over year.
General and Administrative
General and administrative expense for the Successor three months ended March 31, 2026 compared to the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025, increased 15% or $41.3 million, from $274.8 million. These increases were mainly attributable to additional costs for the Queen properties and Intralot entities of $26.6 million and $34.3 million, respectively, offset by a $25.0 million decrease in costs associated with the Merger compared to the prior year.
Depreciation and Amortization
Depreciation and amortization expense for the Successor three months ended March 31, 2026 increased $27.6 million from $69.8 million compared to the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025. Changes year over year are primarily due to a $28.1 million increase in expense attributable to our Intralot business, partially offset a decrease in depreciation expense related to the assets sold as part of the Bally’s Twin River sale-leaseback with GLPI in the first quarter of 2026.
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Income (Loss) From Operations
Income from operations was $91.6 million for the Successor three months ended March 31, 2026, compared to Loss from operations of $22.6 million for the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025. Changes year over year are primarily due to a $105.8 million Gain on sale-leaseback in the Successor three months ended March 31, 2026.
Other Income (Expense)
Other Expense was $255.7 million for the Successor three months ended March 31, 2026, compared to $90.4 million for the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025. The increase of $165.4 million year over year is primarily due to a $63.4 million Loss on Extinguishment of Debt and $104.3 million Loss on fair value of fair value option assets in the Successor three months ended March 31, 2026, compared to $17.4 million Loss on Extinguishment of Debt and $5.5 million gain on fair value of fair value option assets in the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025.
Provision (Benefit) for Income Taxes
During the three months ended March 31, 2026 (Successor) and the period from February 8, 2025 to March 31, 2025 (Successor), the Company recorded a benefit for income tax of $3.2 million and $97.1 million, respectively. For the period from January 1, 2025 to February 7, 2025 (Predecessor), the Company recorded a provision of $0.7 million. The effective tax rate for the three months ended March 31, 2026 (Successor), the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor) was 2.0%, 155.2% and (1.3)%, respectively.
As of March 31, 2026 (Successor), the Company projects an annual tax benefit relative to its pre-tax loss offset in part by the valuation allowance on interest and a $13.3 million discrete provision on the benefit of the Bally’s Twin River sale-leaseback during the three months ended March 31, 2026 (Successor).
Net Loss
Net loss attributable to Bally’s Corporation for the three months ended March 31, 2026 (Successor) was $161.9 million compared to a combined net loss of $16.5 million for the Predecessor period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to March 31, 2025. This fluctuation from the prior year was attributable to the factors noted above.
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Adjusted EBITDA and Adjusted EBITDAR by Segment
The following table presents segment Adjusted EBITDAR, which is our reportable segment GAAP measure and our primary measure for profit or loss for our reportable segments, and consolidated Adjusted EBITDA. The following table reconciles consolidated Adjusted EBITDA, which is a non-GAAP measure, to net income (loss), as derived from our financial statements:
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Adjusted EBITDAR | ||||||||||||||||||||
| Casinos & Resorts | $ | 96,196 | $ | 71,540 | $ | 23,554 | ||||||||||||||
| Bally’s Intralot B2B | 15,116 | 4,883 | 3,720 | |||||||||||||||||
| Bally’s Intralot B2C | 87,092 | 43,312 | 25,220 | |||||||||||||||||
| North America Interactive | (7,137) | (2,345) | (5,661) | |||||||||||||||||
| Corporate & Other | (12,336) | (9,703) | (6,774) | |||||||||||||||||
| Total | 178,931 | 107,687 | 40,059 | |||||||||||||||||
Rent expense associated with triple net operating leases(1) | (55,647) | (24,416) | (15,669) | |||||||||||||||||
| Adjusted EBITDA | 123,284 | 83,271 | 24,390 | |||||||||||||||||
| Interest expense, net of interest income | (109,905) | (51,737) | (27,229) | |||||||||||||||||
| Benefit (provision) for income taxes | 3,249 | 97,093 | (664) | |||||||||||||||||
| Depreciation and amortization | (97,443) | (47,481) | (22,343) | |||||||||||||||||
Non-operating (income) expense(2) | (169,303) | (12,254) | (3,525) | |||||||||||||||||
| Foreign exchange (loss) gain | 21,088 | 1,591 | 194 | |||||||||||||||||
Transaction costs(3) | (13,989) | (7,738) | (5,106) | |||||||||||||||||
Tropicana Las Vegas demolition and closure costs(4) | (6,194) | (5,931) | (2,605) | |||||||||||||||||
| Share-based compensation | (2,551) | (2,740) | (1,954) | |||||||||||||||||
Gain on sale-leaseback, net(5) | 105,845 | — | — | |||||||||||||||||
Merger Agreement and Intralot Transaction costs(6) | (8,758) | (15,875) | (11,233) | |||||||||||||||||
Other(7) | (6,180) | (3,683) | (949) | |||||||||||||||||
| Net (loss) income | $ | (160,857) | $ | 34,516 | $ | (51,024) | ||||||||||||||
(1) Consists of the operating lease components contained within our triple net leases for the real estate assets used in the operations of certain Casinos & Resorts properties.
(2) Non-operating expense, net includes: (i) change in value of performance warrants, (ii) gain (loss) on extinguishment of debt, (iii) non-operating items of equity method investments and fair value option assets, and (iv) other (income) expense, net.
(3) Includes acquisition, integration and other transaction related costs, and financing costs incurred in connection with the Company’s sale lease-back transactions.
(4) Demolition and closure costs associated with the Tropicana Las Vegas property which is part of the plan to redevelop the site with a state-of-the-art integrated resort and ballpark. As part of the binding term sheet, GLPI has reimbursed the Company for its demolition expenses and had increased rent to reflect the additional funding.
(5) Gain on sale-leaseback, net is related to the transaction for Bally’s Twin River which occurred during the three months ended March 31, 2026.
(6) Costs incurred in connection with the Company’s merger with Standard General and the Intralot Transaction.
(7) Other includes the following items: (i) restructuring initiatives in connection with the Intralot transaction, (ii) Oracle ERP non-capitalizable implementation costs, (iii) non-routine legal expenses, contract termination charges, and settlement costs for matters outside the normal course of business, (iv) storm related insurance and business interruption recoveries, and (v) other individually de minimis expenses.
Critical Accounting Estimates
There were no material changes to other critical accounting estimates during the period covered by this Quarterly Report on Form 10-Q. Refer to Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a complete list of our Critical Accounting Estimates.
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Recent Accounting Pronouncements
Refer to Note 5 “Recently Issued Accounting Pronouncements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements that affect us.
Liquidity and Capital Resources
Overview
We are a holding company. Our ability to fund our obligations depends on existing cash on hand, cash flow from our subsidiaries and our ability to raise capital. Our primary sources of liquidity and capital resources have been cash on hand, cash flow from operations, borrowings under our Revolving Credit Facility (as defined herein) and proceeds from the issuance of debt and equity securities. We assess liquidity in terms of the ability to generate cash or obtain financing in order to fund operating, investing and debt service requirements. Our primary ongoing cash requirements include the funding of operations, capital expenditures, acquisitions and other investments in line with our business strategy and debt repayment obligations and interest payments. Our strategy has been to maintain moderate leverage and substantial capital resources in order to take advantage of opportunities, to invest in our businesses and acquire properties at what we believe to be attractive valuations. As such, we have continued to invest in our land-based casino business and build on our interactive/iGaming business. We believe that existing cash balances, operating cash flows and availability under our Revolving Credit Facility, as explained below, will be sufficient to meet funding needs for operating, capital expenditure and debt service purposes.
Cash Flows Summary
| Successor | Predecessor | |||||||||||||||||||
| (in thousands) | Three Months Ended March 31, 2026 | Period from February 8, 2025 to March 31, 2025 | Period from January 1, 2025 to February 7, 2025 | |||||||||||||||||
| Net cash (used in) provided by operating activities | $ | (145,021) | $ | 42,001 | $ | (80,186) | ||||||||||||||
| Net cash provided by (used in) investing activities | 120,187 | (20,797) | (17,697) | |||||||||||||||||
| Net cash (used in) provided by financing activities | (242,446) | 14,073 | 97,988 | |||||||||||||||||
| Effect of foreign currency on cash and cash equivalents and restricted cash | 13,981 | (1,497) | (457) | |||||||||||||||||
| Net change in cash and cash equivalents and restricted cash | (253,299) | 33,780 | (352) | |||||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | 906,686 | 230,902 | 231,254 | |||||||||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 653,387 | $ | 264,682 | $ | 230,902 | ||||||||||||||
Operating Activities
Net cash used in operating activities for the three months ended March 31, 2026 (Successor) was $145.0 million compared to $38.2 million for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to March 31, 2025. The increase in cash used was primarily driven by increased net losses during the three months ended March 31, 2026 (Successor) of $144.3 million, coupled with the changes in working capital, offset by the $97.9 million received from GLPI in the current period for capital expenditures related to the construction of the Company’s permanent casino in Chicago.
Investing Activities
Net cash provided by investing activities for the three months ended March 31, 2026 (Successor) was $120.2 million compared to net cash used in investing activities of $38.5 million for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to March 31, 2025. This increase was driven primarily by the $685.0 million of proceeds received from the Bally’s Twin River sale-leaseback, offset by the $500.0 million paid in the first quarter of 2026 for the New York gaming license fee.
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Financing Activities
Net cash used in financing activities for the three months ended March 31, 2026 (Successor) was $242.4 million compared to net cash provided by financing activities of $112.1 million for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to March 31, 2025. The fluctuation from the 2025 periods is primarily due to $123.8 million of net debt repayments during the three months ended March 31, 2026 (Successor), compared to net debt issuances of $435.4 million during the 2025 periods, coupled with the $416.2 million of share repurchases during the Successor period from February 8, 2025 to March 31, 2025.
Capital Return Program
As of March 31, 2026, there was $95.5 million available for use under the capital return program, subject to limitations in our regulatory and debt agreements. 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.
We did not pay cash dividends during the Successor three months ended March 31, 2026, the Successor period from February 8, 2025 to March 31, 2025, nor the Predecessor period from January 1, 2025 to February 7, 2025, nor do we currently intend to pay any dividends on our common stock in the foreseeable future. Any future determinations relating to our dividend policies will be made at the discretion of our Board and will depend on conditions then existing, including our financial condition, results of operations, contractual restrictions, capital and regulatory requirements and other factors our Board may deem relevant.
Debt and Lease Obligations
Unsecured Notes
On August 20, 2021, we issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 and $750.0 million aggregate principal amount of 5.875% senior notes due 2031. On October 1, 2021, upon the closing of the Gamesys acquisition, we assumed the issuer obligation under the unsecured notes.
The indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (i) incur additional indebtedness, (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, (iii) enter into certain transactions with affiliates, (iv) sell or otherwise dispose of assets, (v) create or incur liens and (vi) 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.
2028 Notes
In connection with the closing of the Merger on February 7, 2025, we entered into a note purchase agreement and issued $500.0 million in aggregate principal amount of first lien senior secured notes due October 2, 2028, at an annual interest rate of 11%, payable quarterly (the “2028 Notes”). These notes were guaranteed by the same restricted subsidiaries that guarantee the credit facilities under the Credit Agreement (as defined below) and secured by the same collateral securing the credit facilities under the Credit Agreement. The note purchase agreement mandated redemption offers in certain situations, such as asset sales and unpermitted debt issuances, with specific redemption premiums applicable within the first two years. After two years, notes can be redeemed at par. The note purchase agreement also included covenants limiting, among other things additional indebtedness, dividend payments, asset sales, investments, and liens, subject to certain exceptions and qualifications. In October 2025, the Company paid down the entire $500.0 million outstanding on its 2028 Notes as further described below.
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 (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), and the other lenders party thereto, providing for a senior secured term loan facility in an initial aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which was scheduled to mature in 2028, and a senior secured revolving credit facility in an initial aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which had an initial maturity date in 2026.
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In September 2025, the Company executed a Third Amendment to the Credit Agreement (“Amendment No. 3” and the Credit Agreement, as so amended, the “Amended Credit Agreement”), by and among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, the Administrative Agent and the Collateral agent, and an Incremental Joinder Agreement (the “Incremental Joinder Agreement”) with Jefferies Finance LLC and the Administrative Agent. The Incremental Joinder Agreement increased the available commitments under the Revolving Credit Facility by $50.0 million to $670.0 million. Amendment No. 3 and the Incremental Joinder Agreement collectively extended the maturity date of a portion of the Revolving Credit Facility and updated certain covenants and pricing provisions for the Revolving Credit Facility.
Following the effectiveness of Amendment No. 3 and the Incremental Joinder Agreement which occurred on January 6, 2026, a portion of the Revolving Credit Facility will mature in 2028, while the remaining portion will continue to mature on its originally scheduled maturity date in 2026. Amendment No. 3 and the Amended Credit Agreement 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 under the Amended Credit Agreement 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%.
The Amended Credit Agreement allows 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 $325.0 million and 50% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Amended Credit Agreement, including an unlimited amount subject to compliance with specified financial ratios. The Amended Credit Agreement contains 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 Amended Credit Agreement. The Revolving Credit Facility also includes certain financial covenants the Company is required to maintain throughout the term of the Revolving Credit Facility. These financial covenants include a provision whereby, in the event utilization under the Revolving Credit Facility exceeds 25% of the total revolving commitment, the Company is required to maintain a first lien secured net indebtedness to Adjusted EBITDA ratio of 4.00 to 1.00.
In May 2026, the Required Revolving Lenders and Administrative Agent under the Company’s Revolving Credit Facility conditionally waived compliance with the consolidated net leverage ratio covenant for each fiscal quarter ending during the period commencing March 31, 2026 through the earlier of (i) the Company’s election to terminate the waiver upon certifying compliance with the covenant as of the most recently ended fiscal quarter, or (ii) the date immediately preceding the delivery of the compliance certificate for the quarter ending March 31, 2027 (the “Covenant Waiver Period”). The waiver remains subject to the Company’s ongoing satisfaction of certain liquidity maintenance requirements, restrictions on additional secured indebtedness, compliance with the covenants under the Company’s term loan credit agreement and agreement to enter into an amendment to the revolving credit facility within a specified period in order to incorporate certain covenants from the Company’s term loan credit agreement. Failure to satisfy any such condition will result in automatic termination of the waiver and reinstatement of the covenant in full force and effect. As of the date of this filing, the Company was in compliance with all applicable terms of the waiver. The Company expects to remain in compliance through the Covenant Waiver Period and, for applicable covenants, through the next twelve months.
With proceeds from the Transaction Agreement, the Company paid down $500.0 million of its secured indebtedness, applied pro rata across its 2028 Notes and Term Loan Facility. Subsequently, the Company satisfied the remaining principal balance of its 2028 Notes with an additional payment of $395.0 million, and incurred and paid a make-whole payment pursuant to the note purchase agreement.
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The Company is a party to certain currency swaps which synthetically convert $500.0 million of its Term Loan Facility to an equivalent fixed-rate Euro-denominated instrument, due October 2028, with a weighted average fixed interest rate of approximately 6.69% per annum. The Company is also a party to additional currency swaps to synthetically convert $200.0 million, notional, of its floating rate Term Loan Facility, to an equivalent GBP-denominated floating rate instrument, due October 2026. Additionally, as part of the Company’s risk management program to manage its overall interest rate exposure, the Company has 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.
Refer to Note 11 “Derivative Instruments” and Note 14 “Long-Term Debt” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.
Intralot Greek Retail Bond
In February 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 were admitted to trading on the Fixed Income Securities category of the Regulated Market of the Athens Stock Exchange. As of March 31, 2026 (Successor) and December 31, 2025 (Successor), there was €130.0 million and €130.0 million aggregate principal amount outstanding under the Intralot Greek Retail Bond, respectively.
The bonds bear interest at a fixed rate of 6.00% per annum, payable semi-annually, which will remain fixed throughout the duration of the bonds. Upon its maturity on February 27, 2029, Intralot will be required to repay the principal in full, together with outstanding accrued interest and any other amounts payable. 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.
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.
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 €200.0 million. As of March 31, 2026 (Successor) and December 31, 2025 (Successor), Intralot had €200.0 million and €200.0 million outstanding under the Intralot Greek Term Loan, respectively.
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
On September 18, 2025, Intralot Capital entered into a Senior Facilities Agreement (the “Intralot British Term Loan”) with various lenders and agents, providing for a sterling-denominated term loan facility in an aggregate principal amount of £400.0 million. As of March 31, 2026 (Successor) and December 31, 2025 (Successor), £400.0 million and £400.0 million was outstanding under the Intralot British Term Loan, respectively.
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The Intralot British Term Loan bears interest at a rate equal to SONIA (Sterling Overnight Index Average) plus a margin of 5.5%. Interest periods may be one, three, or six months, or such other periods as agreed among the parties. The Borrower pays accrued interest on the last day of each interest period.
The Intralot British Term Loan is secured by first-ranking security interests, including pledges over shares in the obligors and material subsidiaries 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 million aggregate principal amount of 6.75% Senior Secured Fixed Rate Notes due 2031 (the “Intralot Fixed Rate Notes”) and €300 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 March 31, 2026 (Successor) and December 31, 2025 (Successor), the full €900 million aggregate principal amount 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. 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.
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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 March 31, 2026 (Successor) and December 31, 2025 (Successor), the Company had no borrowing outstanding under the Intralot RCF Agreement, no letters of credit outstanding, and €160.0 million of unused commitments available.
As of March 31, 2026 (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. Except as noted above with respect to the waiver of the consolidated first lien net leverage ratio covenant under the Company’s Revolving Credit Facility, no waivers of acceleration or covenant violations were in effect as of March 31, 2026 (Successor). The Company expects to be in compliance with all applicable covenants for the next twelve months.
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 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. In accordance with Amendment No. 3, following the closing of the Bally’s Twin River sale-leaseback, the Company’s commitments under its Revolving Credit Facility were reduced by 22.5%.
Operating Leases
The Company is committed under various operating lease agreements for real estate and property used in operations. Minimum rent payable under operating leases was $4.20 billion as of March 31, 2026, of which $223.1 million is due within the current year. Refer to Note 15 “Leases” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.
GLPI Leases
As of March 31, 2026 (Successor), the Company leases certain properties from GLPI under three separate master lease agreements, the “Master Lease,” the “Master Lease No. 2,” and the “Queen Master Lease.” 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, Bally’s Shreveport, DraftKings at Casino Queen, The Queen Baton Rouge and Bally’s Twin River properties are leased under the terms of the Master Lease No. 2 which requires combined initial minimum annual payments of $118.3 million. The Company’s Bally’s Baton Rouge and Casino Queen Marquette properties are leased under the terms of the Queen Master Lease, which requires initial combined minimum annual payments of $3.0 million, plus annual development rent of $11.3 million. All three leases have an initial term of 15 years and include four, five-year options to renew and are subject to a minimum 1% annual escalation or greater escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of March 31, 2026 (Successor).
On February 11, 2026, the Company completed the sale-leaseback of the land and real estate assets of Bally’s Twin River Lincoln Casino Resort to GLPI for total consideration of $700 million. The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds was used to reduce the Company’s debt. In connection with this transaction, the Bally’s Twin River property was added to Master Lease No. 2, increasing minimum annual payments by $56.0 million, and with annual escalations and extension options disclosed above. During the three months ended March 31, 2026 (Successor), the Company recorded a gain of $105.8 million, within Gain on sale-leaseback in the condensed consolidated statements of operations, representing the difference in the transaction price and the derecognition of assets.
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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 and modified in 2024. 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 $14.6 million, subject to minimum 1% annual increase or greater based on CPI. As of March 31, 2026 (Successor), the renewal options are not considered reasonably certain to be exercised.
In 2025, the Company entered into a master lease agreement with GLPI (the “Chicago MLA”), for the property on which the Company plans to develop its Chicago Permanent Facility and a development agreement with GLPI (the “Chicago Development Agreement”) pursuant to which GLPI has committed to advance up to $940.0 million (the “GLPI Development Advances”) for the payment of hard costs used to construct the Chicago Permanent Facility in exchange for increasing the amount of rent payable to GLPI under the Chicago MLA.
The Chicago MLA has an initial term of 15 years and includes four, five-year options to renew and is subject to annual escalation. Initial annual rent under the Chicago MLA was $20.0 million, with additional rent equal to 8.5% of the GLPI Development Advances that are granted to the Company. Under the Chicago Development Agreement, as construction occurs, the Company will recognize a construction receivable on the condensed consolidated balance sheets due from the GLPI. To the extent costs exceed the amount to be reimbursed by GLPI, 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 March 31, 2026 (Successor), the Company’s construction receivable balance, classified within Accounts receivable, net was $81.6 million, and its prepaid rent balance was $193.2 million.
Capital Expenditures
Capital expenditures are accounted for as either project, maintenance or capitalized software expenditures. Project capital expenditures are for fixed asset additions that expand an existing facility or create a new facility. Maintenance capital expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair, along with spending on other small projects that do not fit into the project category. Capitalized software expenditures relate to the creation, production and preparation of software for use in our online gaming operations.
Capital expenditures for the Successor three months ended March 31, 2026 were $38.9 million compared to $30.5 million and $16.4 million for the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025, respectively. For the Successor three months ended March 31, 2026, we continued our spending on our planned projects and maintenance at our casino properties. Through the Chicago MLA, the Company has received reimbursement for capital expenditures during the three months ended March 31, 2026 (Successor), the Company received reimbursement of $97.9 million for capital expenditures related to the construction of the Chicago Permanent Facility.
Bally’s Twin River - In connection with our partnership with IGT, we have committed to invest $100 million in Bally’s Twin River over the term of our master contract, ending in 2043, with Rhode Island to expand the property and add additional amenities along with other capital improvements. Approximately $40.0 million of the committed investment remains as of March 31, 2026.
Bally’s Chicago - Pursuant to the Host Community Agreement with the City of Chicago, Bally’s Chicago Operating Company, LLC, a majority owned subsidiary of the Company, is required to spend at least $1.34 billion on the design, construction and outfitting of its 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 March 31, 2026 (Successor), approximately $600.0 million of this commitment remains. We expect future funding of the permanent casino construction to be financed through the Chicago MLA agreement noted above and the Company’s capital resources.
Bally’s New York - In November 2025, we entered into a conveyance agreement (the “Conveyance Agreement”) with the City of New York (the “City”) where 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.
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The closing of the transactions contemplated by the Conveyance Agreement was contingent upon, among other things, (i) Bally’s New York’s agreement to make certain capital improvements to Bally’s Golf Links 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. Additionally, as part of the conditions for closing of the Conveyance Agreement, Bally’s New York amended its License Agreement and Licensor Consent with the City, which includes an obligation for Bally’s New York to design and construct a new permanent clubhouse on the licensed property.
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 three months ended March 31, 2026 (Successor), 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. Additionally, in February 2026, the Company paid $115 million of the $125 million in total contingent consideration due to the seller of Bally’s Golf Links.
Other Contractual Obligations
Sponsorship Commitments - The Company has entered into several sponsorship agreements with various professional sports leagues and teams, allowing the Company use of official league marks for branding and promotions, among other rights. As of March 31, 2026, obligations related to these agreements were $105.4 million, with contracts extending through 2036.
Interactive Technology Partnerships - 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 March 31, 2026, the cumulative minimum obligation committed in these agreements is approximately $25.3 million, extending through 2029.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”) and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Management’s Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer (principal executive officer) and chief financial officer (principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures for the reporting period ended March 31, 2026 as such terms is defined in Rule 13a-15(f) under the Exchange Act. Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective due to a material weakness in the Company’s internal control over financial reporting as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Ongoing Remediation of Previously Identified Material Weakness
Management has identified a material weakness, in the aggregate, related to the ineffective operation of management review controls over accounting for income taxes and related disclosures. Management has developed a remediation plan that includes reinforcing procedures for the timely preparation and review of tax provisions and evaluating the structure of its tax department to enable more timely preparation of the tax provision and provide adequate time to review the tax accounts and related disclosures.
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Changes in Internal Control over Financial Reporting
There have been no other changes in our internal control over financial reporting that occurred during the first quarter of 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are party to various legal proceedings that have arisen in the normal course of our business. Such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations. While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. 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 our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations.
ITEM 1A. RISK FACTORS
There have been no material changes to our risk factors contained in Part I. Item IA. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2026, none of our officers or directors adopted terminated
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ITEM 6. EXHIBITS
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 10.1** | 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) | |||||||
| 10.2 | 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) | |||||||
| 10.3* | Conditional Waiver to Credit Agreement, dated as of May 14, 2026, by and among Bally’s Corporation, the guarantors party thereto, the lenders party thereto constituting the Required Revolving Lenders, and Deutsche Bank AG New York Branch, as administrative agent | |||||||
| 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 | |||||||
| 101.INS | 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 Quarterly report on Form 10-Q for the quarter ended March 31, 2026, formatted in inline XBRL contained in Exhibit 101 | |||||||
______________________________________________
* Filed herewith.
** Management contracts or compensatory plans or arrangements.
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SIGNATURES
Pursuant to the requirements 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 May 18, 2026.
| BALLY’S CORPORATION | |||||
| By: | /s/ VLADIMIRA MIRCHEVA | ||||
| Vladimira Mircheva | |||||
| Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
| /s/ ROBESON M. REEVES | |||||
| Robeson M. Reeves | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
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FAQ
How much revenue did Bally’s Corporation (BALY) generate in the quarter?
Bally’s Corporation generated $755.7 million in total revenue for the three months ended March 31, 2026. Gaming contributed $590.9 million, while non-gaming sources such as hotels, food and beverage, licensing, technology services, and other activities added $164.9 million.
Was Bally’s Corporation (BALY) profitable in this reporting period?
No. Bally’s reported a net loss attributable to the company of $161.9 million for the quarter, equivalent to $(2.69) per basic and diluted share. Positive operating income was more than offset by interest expense and other non-operating losses.
What is Bally’s Corporation’s (BALY) current debt and liability position?
As of March 31, 2026, Bally’s reported $4.39 billion in long-term debt and $17.2 million of current debt. Total liabilities were $8.59 billion, including significant lease liabilities of about $2.42 billion across current and long-term portions.
How did Bally’s Corporation’s (BALY) cash position change during the quarter?
Total cash and restricted cash decreased from $906.7 million to $653.4 million. Operating activities used $145.0 million of cash, investing activities provided $120.2 million mainly from a sale-leaseback, and financing activities used $242.4 million due to debt and other payments.
What impact did the Intralot acquisition have on Bally’s Corporation (BALY)?
The Intralot transaction added a controlling 57.9% interest, with a preliminary fair value of $1.6 billion. It introduced $1.74 billion of goodwill, $848.9 million of intangible assets, and $1.06 billion of non-controlling interest, along with additional revenue and net loss contributions.
How significant is non-controlling interest in Bally’s Corporation (BALY) after recent deals?
Non-controlling interest totaled $1.55 billion at March 31, 2026, primarily from minority holdings in Intralot and Bally’s Chicago. Net income attributable to non-controlling interest was $4.0 million for Intralot and a $2.9 million loss for Bally’s Chicago during the quarter.