10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38850

Bally’s Corporation

(Exact name of registrant as specified in its charter)

Delaware			20-0904604
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
100 Westminster Street	Providence,	RI	02903
(Address of principal executive offices)			(Zip Code)

(401) 475-8474

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value	BALY	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒     No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒     No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No  ☒

As of October 31, 2021, the number of shares of the registrant’s $0.01 par value common stock outstanding was 54,363,371.

For additional information regarding the Company’s shares outstanding, refer to Note 15 “Stockholders’ Equity.”

EXPLANATORY NOTE

Bally’s Corporation (“the Company” or “Bally’s”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment” or “Form 10-Q/A”) to amend the following items of its Quarterly Report on Form 10-Q for the third quarter ended September 30, 2021 (the “Form 10-Q” or “Original Filing”):

•Part I, Item 1, “Financial Statements”;

•Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

•Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk”

•Part I, Item 4. “Controls and Procedures”

•Part II, Item 1A, “Risk Factors”; and

•Part II, Item 6, “Exhibits”

The other Items of the Original Filing have not been amended and, accordingly, have not been repeated in this Form 10-Q/A.

The only changes to the Original Filing are those related to the matters described below and only in the items listed above. Except as described above, no changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update any of the other financial information or other information contained in the Original Filing. In addition, in accordance with SEC rules, this Form 10-Q/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2. Otherwise, the information contained in this Form 10-Q/A is as of the date of the Original Filing and does not reflect any information or events occurring after the date of the Original Filing.

Background of Correction

In connection with finalizing closing procedures with respect to the Company’s third quarter ended September 30, 2022, management concluded that the Company’s previously reported unaudited interim condensed consolidated financial statements as of and for the three- and nine-months periods ended September 30, 2021 (the “previously reported financial statements”) contained an error related to the Company’s application of generally accepted accounting principles in the United States of America.

In August 2021, in anticipation of Bally’s acquisition of Gamesys Group plc (“Gamesys”) on October 1, 2021, approximately $1.80 billion US dollars were converted into approximately £1.31 billion GB pound sterling (“GB sterling”) and held as restricted cash for use as part of the cash consideration for the acquisition. As of September 30, 2021, the day before the closing of the Gamesys acquisition, the GB sterling spot rate had declined as compared to the corresponding rate on the date of conversion in August 2021, which resulted in a foreign exchange loss for purposes of Bally’s third quarter 2021 financial statements of approximately $42.9 million as of September 30, 2021. Bally’s recorded this loss as an unrealized loss within other comprehensive income (loss) instead of within non-operating income (expense) within Bally’s consolidated statements of operations. Bally’s did not need to fund additional cash to close the acquisition of Gamesys as the depreciation of the GB sterling to US dollars reduced the effective purchase price of the $2.62 billion acquisition.

Management evaluated the quantitative and qualitative impact of this accounting error on the Company's previously reported financial statements and concluded the error was not material. However, the Company further concluded that the error could not be corrected as an out-of-period adjustment in the Company’s unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2022, because to do so would cause a material misstatement in those financial statements. Accordingly, the Company referred to the guidance prescribed by the SEC’s Staff Accounting Bulletin Nos. 99 and 108, Materiality which specifies that the error must be corrected the next time the previously reported financial statements are filed. Therefore, in conjunction with the Company’s filing of this Form 10-Q/A to amend management's assessment of the Company's internal controls over financial reporting, as further described below, the Company corrected the error in the previously reported financial statements included in this filing as an immaterial revision.

In addition, the Company re-evaluated the effectiveness of the Company’s internal control over financial reporting and identified control deficiencies associated with the accounting error, which the Company has concluded represents material weaknesses in the Company’s internal control over financial reporting as of September 30, 2021. Accordingly, the Company is filing this Form 10-Q/A to amend management’s assessment of the Company’s internal control over financial reporting and its disclosure controls and procedures to indicate that they were not effective as of September 30, 2021.

As a result of the determination to file this Form 10-Q/A, for the reasons outlined in the preceding paragraph, on November 8, 2022, the Audit Committee of the Board of Directors of the Company, after discussion with management of the Company and the Company’s independent registered public accounting firm, Deloitte & Touche LLP, determined that the Company will revise its (i) consolidated financial statements for the fiscal year ended December 31, 2021 and (ii) unaudited interim condensed consolidated financial statements for the fiscal quarters ended September 30, 2021, March 31, 2022 and June 30, 2022 to correct the accounting error for all periods presented and disclose the existence of the related material weaknesses. The correction of this accounting error does not impact the Company’s previously reported revenues, operating income or Adjusted EBITDA during any financial statement period.

For a more detailed description refer to Note 19 “Correction of Unaudited Interim Condensed Consolidated Financial Statements” to the Condensed Consolidated Financial Statements in Part I. Item 1. “Financial Statements.”

BALLY’S CORPORATION

TABLE OF CONTENTS

		Page No.
	PART I
ITEM 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (unaudited)	3
	Condensed Consolidated Statements of Operations (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Loss (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	62
ITEM 4.	Controls and Procedures	62
	PART II
ITEM 1A.	Risk Factors	64
ITEM 6.	Exhibits	65
	Signatures	66

2

PART I.     FINANCIAL INFORMATION

ITEM 1.     Financial Statements

BALLY’S CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands, except share data)

	September 30, 2021		December 31, 2020
Assets
Cash and cash equivalents	$	164,259	$	123,445
Restricted cash	1,844,758		3,110
Accounts receivable, net	39,770		14,798
Inventory	12,048		9,296
Tax receivable	102,388		84,483
Prepaid expenses and other current assets	79,255		53,823
Total current assets	2,242,478		288,955
Property and equipment, net	780,656		749,029
Right of use assets, net	499,133		36,112
Goodwill	444,908		186,979
Intangible assets, net	996,686		663,395
Other assets	5,842		5,385
Total assets	$	4,969,703	$	1,929,855
Liabilities and Stockholders’ Equity
Current portion of long-term debt	$	5,750	$	5,750
Current portion of lease liabilities	20,567		1,520
Accounts payable	36,976		15,869
Accrued liabilities	207,283		120,055
Total current liabilities	270,576		143,194
Long-term debt, net	2,556,421		1,094,105
Long-term portion of lease liabilities	504,885		62,025
Pension benefit obligations	8,147		9,215
Deferred tax liability	63,123		36,983
Naming rights liabilities	190,270		243,965
Contingent consideration payable	43,691		—
Other long-term liabilities	15,139		13,770
Total liabilities	3,652,252		1,603,257
Commitments and contingencies
Stockholders’ equity:
Common stock ($0.01 par value, 200,000,000 shares authorized; 44,581,568 and 30,685,938 shares issued; 44,581,568 and 30,685,938 shares outstanding)	445		307
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)	—		—
Additional paid-in-capital	1,368,908		294,643
Treasury stock, at cost	—		—
Retained (deficit) earnings	(51,226)		34,792
Accumulated other comprehensive loss	(4,436)		(3,144)
Total Bally’s Corporation stockholders’ equity	1,313,691		326,598
Non-controlling interest	3,760		—
Total stockholders’ equity	1,317,451		326,598
Total liabilities and stockholders’ equity	$	4,969,703	$	1,929,855

See accompanying notes to condensed consolidated financial statements.

3

BALLY’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(In thousands, except per share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue:
Gaming	$	227,594	$	96,588	$	585,791	$	196,191
Racing	2,022		1,684		6,593		4,817
Hotel	32,903		6,874		68,277		16,635
Food and beverage	29,504		6,889		68,386		23,875
Other	22,756		4,589		45,731		13,178
Total revenue	314,779		116,624		774,778		254,696
Operating (income) costs and expenses:
Gaming	75,174		25,996		182,059		59,080
Racing	1,996		1,681		5,715		4,877
Hotel	9,413		2,482		22,068		6,926
Food and beverage	21,419		6,016		50,632		21,951
Other	7,624		408		11,442		2,461
Advertising, general and administrative	142,905		43,996		324,615		117,594
Goodwill and asset impairment	—		—		4,675		8,554
Expansion and pre-opening	232		—		1,772		—
Acquisition, integration and restructuring	6,797		2,740		37,457		6,984
Gain from insurance recoveries, net of losses	(7,942)		(10)		(19,197)		(1,036)
Rebranding	427		—		1,722		—
Gain on sale-leaseback	—		—		(53,425)		—
Depreciation and amortization	29,000		9,932		67,503		28,054
Total operating (income) costs and expenses	287,045		93,241		637,038		255,445
Income (loss) from operations	27,734		23,383		137,740		(749)
Other income (expense):
Interest income	547		42		1,601		297
Interest expense, net of amounts capitalized	(31,853)		(16,950)		(74,480)		(43,688)
Change in value of naming rights liabilities	6,965		—		(1,371)		—
Gain (adjustment) on bargain purchases	(1,039)		—		23,075		—
Loss on extinguishment of debt	(19,419)		—		(19,419)		—
Foreign exchange loss, net	(42,896)		—		(43,353)		—
Other, net	(3,084)		—		(6,450)		—
Total other expense, net	(90,779)		(16,908)		(120,397)		(43,391)
(Loss) income before provision for income taxes	(63,045)		6,475		17,343		(44,140)
(Benefit) provision for income taxes	(5,400)		(248)		16,751		(18,430)
Net (loss) income	$	(57,645)	$	6,723	$	592	$	(25,710)
Basic earnings (loss) per share	$	(1.16)	$	0.22	$	0.01	$	(0.83)
Weighted average common shares outstanding - basic	49,506		30,458		45,573		30,825
Diluted earnings (loss) per share	$	(1.16)	$	0.22	$	0.01	$	(0.83)
Weighted average common shares outstanding - diluted	49,506		30,635		45,876		30,825

See accompanying notes to condensed consolidated financial statements.

4

BALLY’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)

(In thousands)

	Three Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2021
Net (loss) income	$	(57,645)	$	592
Other comprehensive income (loss):
Foreign currency translation adjustment	$	(781)	$	(1,414)
Defined benefit pension plan reclassification adjustment(1)	41		122
Other comprehensive loss	(740)		(1,292)
Total comprehensive loss	$	(58,385)	$	(700)

________________________________________________

(1) Tax effect of reclassification adjustment was de minimis.

Note: Net loss income equals comprehensive loss for the three and nine months ended September 30, 2020.

See accompanying notes to condensed consolidated financial statements.

5

BALLY’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

(In thousands, except share data)

	Common Stock			Additional Paid-in Capital		Treasury Stock		Retained (Deficit) Earnings		Accumulated Other Comprehensive Loss		Non-controlling Interest		Total Stockholders’ Equity
	Shares Outstanding	Amount
Balance as of December 31, 2020	30,685,938	$	307	$	294,643	$	—	$	34,792	$	(3,144)	$	—	$	326,598
Release of restricted stock	23,811	—		(990)		—		—		—		—		(990)
Share-based compensation	—	—		4,483		—		—		—		—		4,483
Stock options exercised	30,000	—		129		—		—		—		—		129
Penny warrants exercised	932,949	9		—		(9)		—		—		—		—
Reclassification of Sinclair options	—	—		59,724		—		—		—		—		59,724
Issuance of MKF penny warrants	—	—		64,694		—		—		—		—		64,694
Shares issued for purchase of SportCaller	221,391	2		11,774		—		—		—		—		11,776
Other comprehensive loss	—	—		—		—		—		(1,012)		—		(1,012)
Net loss	—	—		—		—		(10,705)		—		—		(10,705)
Balance as of March 31, 2021	31,894,089	$	318	$	434,457	$	(9)	$	24,087	$	(4,156)	$	—	$	454,697
Release of restricted stock	9,181	—		(205)		(116)		—		—		—		(321)
Share-based compensation	—	—		3,901		—		—		—		—		3,901
Retirement of treasury shares	—	(21)		(28,488)		114,842		(86,333)		—		—		—
Common stock offering	12,650,000	127		667,746		—		—		—		—		667,873
Sinclair shares exchanged for penny warrants	(2,086,908)	—		114,717		(114,717)		—		—		—		—
Sinclair issuance of penny warrants	—	—		50,000		—		—		—		—		50,000
Bally Interactive equity issuance	2,084,765	21		121,479		—		—		—		—		121,500
Stock options exercised	40,000	—		172		—		—		—		—		172
Other comprehensive income	—	—		—		—		—		460		—		460
Net income	—	—		—		—		68,942		—		—		68,942
Balance as of June 30, 2021	44,591,127	$	445	$	1,363,779	$	—	$	6,696	$	(3,696)	$	—	$	1,367,224
Release of restricted stock	483	—		(12)		—		—		—		—		(12)
Share-based compensation	—	—		5,449		—		—		—		—		5,449
Retirement of treasury shares	—	—		(308)		585		(277)		—		—		—
Bally Interactive equity issuance	(10,042)	—		—		(585)		—		—		—		(585)
Acquired non-controlling interest	—	—		—		—		—		—		3,760		3,760
Other comprehensive loss	—	—		—		—		—		(740)		—		(740)
Net loss	—	—		—		—		(57,645)		—		—		(57,645)
Balance as of September 30, 2021	44,581,568	$	445	$	1,368,908	$	—	$	(51,226)	$	(4,436)	$	3,760	$	1,317,451

6

BALLY’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

(In thousands, except share data)

	Common Stock			Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares Outstanding	Amount
Balance as of December 31, 2019	32,113,328	$	412	$	185,544	$	(223,075)	$	250,418	$	(1,888)	$	211,411
Release of restricted stock	131,131	1		(2,484)		—		—		—		(2,483)
Dividends and dividend equivalents - $0.10 per share	—	—		—		—		(3,174)		—		(3,174)
Share-based compensation	—	—		5,542		—		—		—		5,542
Retirement of treasury shares	—	(107)		(48,618)		254,416		(205,691)		—		—
Share repurchases	(1,649,768)	—		—		(31,341)		—		—		(31,341)
Cumulative effect adjustment upon adoption of ASU 2016-13	—	—		—		—		(58)		—		(58)
Net loss	—	—		—		—		(8,878)		—		(8,878)
Balance as of March 31, 2020	30,594,691	$	306	$	139,984	$	—	$	32,617	$	(1,888)	$	171,019
Release of restricted stock	24,427	—		(81)		—		—		—		(81)
Share-based compensation	—	—		2,127		—		—		—		2,127
Retirement of treasury shares	—	(2)		(733)		1,951		(1,216)		—		—
Share repurchases	(162,625)	—		—		(1,951)		—		—		(1,951)
Net loss	—	—		—		—		(23,555)		—		(23,555)
Balance as of June 30, 2020	30,456,493	$	304	$	141,297	$	—	$	7,846	$	(1,888)	$	147,559
Share-based compensation - equity awards	—	—		1,799		—		—		—		1,799
Stock options exercised	19,564	—		84		—		—		—		84
Net income	—	—		—		—		6,723		—		6,723
Balance as of September 30, 2020	30,476,057	$	304	$	143,180	$	—	$	14,569	$	(1,888)	$	156,165

See accompanying notes to condensed consolidated financial statements.

7

BALLY’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Nine Months Ended September 30,
(in thousands)	2021		2020
Cash flows from operating activities:
Net income (loss )	$	592	$	(25,710)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	67,503		28,054
Amortization of operating lease right of use assets	7,497		875
Goodwill and asset impairment	4,675		8,554
Share-based compensation	13,833		9,468
Amortization of debt discount and debt issuance costs	4,890		3,256
Gain from insurance recoveries	(18,660)		—
Gain on sale-leaseback	(53,425)		—
Loss on assets and liabilities measured at fair value	21,280		—
Loss on extinguishment of debt	19,419		—
Deferred income taxes	(1,296)		(6,209)
Change in value of naming rights liabilities	1,371		—
Change in contingent consideration payable	(14,830)		—
Gain on bargain purchases, net of adjustments	(23,075)		—
Foreign exchange loss, net	43,353		—
Other operating activities	4,260		162
Changes in current operating assets and liabilities	(6,544)		(16,739)
Net cash provided by operating activities	70,843		1,711
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	(371,655)		(275,947)
Proceeds from sale-leaseback	144,000		—
Deposit for pending acquisition of Bally’s Quad Cities Casino & Hotel	—		(4,000)
Foreign exchange forward contract premiums	(22,592)		—
Capital expenditures	(67,158)		(8,566)
Insurance proceeds from hurricane damage	18,660		—
Other investing activities	(3,382)		—
Net cash used in investing activities	(302,127)		(288,513)
Cash flows from financing activities:
Issuance of common stock, net	667,872		—
Revolver borrowings	275,000		250,000
Revolver payments	(85,000)		(250,000)
Term loan proceeds, net of fees of $0 and $13,820, respectively	—		261,180
Term loan repayments	(4,313)		(2,938)
Senior note proceeds, net of fees of $12,998	1,487,003		—
Senior note repayments	(210,000)		—
Payment of redemption premium on debt extinguishment	(14,175)		—
Payment of financing fees	(9,968)		(1,117)
Share repurchases	—		(33,292)
Issuance of Sinclair penny warrants	50,000		—
Payment of shareholder dividends	—		(3,199)
Share redemption for tax withholdings - restricted stock	(1,323)		(2,564)
Stock options exercised	301		84
Net cash provided by financing activities	2,155,397		218,154
Effect of foreign currency on cash and cash equivalents	(41,651)		—
Net change in cash and cash equivalents and restricted cash	1,882,462		(68,648)
Cash and cash equivalents and restricted cash, beginning of period	126,555		185,502
Cash and cash equivalents and restricted cash, end of period	$	2,009,017	$	116,854
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	51,396	$	33,627
Cash paid for income taxes, net of refunds	35,736		4,385
Non-cash investing and financing activities:
Unpaid property and equipment	$	2,974	$	388
Stock and equity instruments issued for acquisition of SportCaller and Monkey Knife Fight	197,383		—
Acquisitions in exchange for contingent liability	58,685		—
Deferred purchase price payable	14,071		—
Deposit applied to acquisition purchase price	4,000		—

See accompanying notes to condensed consolidated financial statements.

8

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.    GENERAL INFORMATION

Organization

Bally’s Corporation (the “Company” or “Bally’s”) is a U.S. full-service sports betting/iGaming company with physical casinos and online gaming solutions united under a single, prominent brand. The Company, through its wholly owned subsidiary Twin River Management Group, Inc. (“TRMG”), owns or manages the following properties:

Property by Segment(1)	Location	Type	Built/Acquired
East
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)	Lincoln, Rhode Island	Casino and Resort	2007
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)	Tiverton, Rhode Island	Casino and Hotel	2018
Dover Downs Hotel & Casino (“Dover Downs”)	Dover, Delaware	Casino, Hotel and Raceway	2019
Bally’s Atlantic City	Atlantic City, New Jersey	Casino and Hotel	2020
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)	Evansville, Indiana	Casino and Hotel	2021
West
Hard Rock Hotel & Casino (“Hard Rock Biloxi”)	Biloxi, Mississippi	Casino and Resort	2014
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)	Vicksburg, Mississippi	Casino and Hotel	2020
Bally’s Kansas City Casino (“Bally’s Kansas City”)	Kansas City, Missouri	Casino	2020
Bally’s Black Hawk (2)	Black Hawk, Colorado	Three Casinos	2020
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)	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 Quad Cities Casino & Hotel (“Bally’s Quad Cities”)	Rock Island, Illinois	Casino and Hotel	2021

__________________________________

(1) During the second quarter of 2021, the Company updated its reportable segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. Refer to Note 17 “Segment Reporting” for further information.

(2) Includes the recently rebranded Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino (previously Golden Gulch Casino).

In addition to the properties noted above, the Company also owns the Bally’s Arapahoe Park racetrack and 13 off-track betting licenses (“Bally’s Arapahoe Park”) in Aurora, Colorado.

Under the Bally Interactive division, the Company owns and manages Bally Interactive, formerly Bet.Works, a U.S. based sports betting platform provider, Horses Mouth Limited (“SportCaller”), a leading Business-to-Business (“B2B”) free-to-play game provider for sports betting and media companies across North America, the UK, Europe, Asia, Australia, LATAM and Africa, Monkey Knife Fight (“MKF”), a North American gaming platform and daily fantasy sports operator, the Association of Volleyball Professionals (“AVP”), a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States, and Telescope Inc. (“Telescope”), a leading provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams. On October 1, 2021, the Company completed the acquisition of Gamesys Group, Plc. (“Gamesys”), a leading international online gaming operator that provides entertainment to a global consumer base.

The Company’s common stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “BALY.”

9

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign subsidiary is translated into U.S. dollars using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement translations are reflected as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in net income (loss).

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 accounting principles generally accepted in the United States 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, 2020. There were no material changes in significant accounting policies from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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.

Correction of Cash Flow Classification

Subsequent to the issuance of the Company’s Form 10-Q for the quarterly period ended June 30, 2021, the Company concluded that the $144.0 million in proceeds from the sale-leaseback of the Company’s Dover property were incorrectly classified as cash provided by financing activities rather than cash provided by investing activities within the Company’s unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2021. The accompanying unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2021 correctly reflects such amount as cash provided by investing activities.

The Company will correct the unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2021 when it files its Form 10-Q for the quarterly period ended June 30, 2022 with the SEC. The correction of this error had no effect on the Company’s net cash provided by operating activities or the accompanying unaudited condensed consolidated balance sheet, unaudited condensed consolidated statement of operations, unaudited condensed consolidated statement of comprehensive income, or unaudited condensed consolidated statement of Stockholders’ equity as of and for the three and nine months ended September 30, 2021.

Acquisition of Gamesys Group, Plc.

On October 1, 2021, the Company completed its acquisition of Gamesys for 9,773,537 shares of Bally’s common stock and approximately £1.554 billion in cash (the “Acquisition”).

Based on the October 1, 2021 closing price of $53.08 per share of the Company’s common stock, and a foreign exchange rate of 1.354, the aggregate consideration paid to former Gamesys shareholders in connection with the Acquisition was approximately $2.62 billion. Consideration paid includes $518.8 million in shares and $2.10 billion in cash.

In connection with the Acquisition, the Company refinanced its and Gamesys’ debt with, among other sources, the proceeds of the senior notes offering completed in August 2021, a new bank credit facility entered into on October 1, 2021 and the Company’s common stock offering completed in April 2021. See Note 11 “Long-Term Debt” for further information.

10

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Given the short period of time from the completion of the Acquisition, the date of these condensed consolidated financial statements and the size and complexity of the transaction, the initial accounting for the business combination is incomplete at this time. The Company is not able to provide the valuation of certain components of consideration transferred or provide the allocation of consideration paid to the assets acquired or liabilities assumed. The Company will reflect the preliminary purchase price allocation in its consolidated financial statements for the year ending December 31, 2021.

Gamesys' Chief Executive Officer, Lee Fenton, became Bally’s Chief Executive Officer and joined Bally’s Board of Directors in the class of directors with a term that expires at Bally’s 2023 annual shareholders meeting. George Papanier became President, Retail, the head of Bally’s on-land business, and remains a member of Bally’s Board of Directors.

COVID-19 Pandemic

The COVID-19 pandemic significantly impacted the Company’s business. As of March 16, 2020, all of the Company’s properties at the time were closed as a result of the COVID-19 pandemic. The Company’s properties began to reopen in mid-2020 in some capacity and remained open for the rest of 2020, with the exception of Bally’s Twin River and Bally’s Tiverton, each of which closed again from November 29, 2020 through December 20, 2020. As of September 30, 2021, the Company’s properties have returned to full capacity with minimal restrictions. Although the Company is experiencing positive trends as a result of the reopening of its properties, the COVID-19 pandemic is ongoing and future developments, which are uncertain and cannot be predicted at this time, could have a material negative impact on operations.

2.    SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents and Restricted Cash

The Company considers all cash balances and highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

As of September 30, 2021 and December 31, 2020, restricted cash was $1.84 billion and $3.1 million, respectively. The balance at September 30, 2021 includes $1.49 billion of proceeds from the senior notes offering, explained in Note 11 “Long-Term Debt,” and $667.9 million of cash proceeds from the Company’s April 2021 common stock offering, which were classified as restricted for use in the Acquisition. These amounts were held in escrow in GBP and were translated to USD using the foreign exchange rate as of September 30, 2021, resulting in a foreign exchange loss reflected within the condensed consolidated statements of operations within Foreign exchange loss, net for the three and nine months ended September 30, 2021. In addition, restricted cash was comprised of video lottery terminal (“VLT”) and table games cash payable to the State of Rhode Island and certain cash accounts at other properties, which is unavailable for the Company’s use. The following table reconciles cash and restricted cash in the condensed consolidated balance sheets to the total shown on the condensed consolidated statements of cash flows.

	September 30,		December 31,
(in thousands)	2021		2020
Cash and cash equivalents	$	164,259	$	123,445
Restricted cash	1,844,758		3,110
Total cash and cash equivalents and restricted cash	$	2,009,017	$	126,555

11

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Accounts Receivable, Net

Accounts receivable, net consists of the following:

	September 30,		December 31,
(in thousands)	2021		2020
Amounts due from Rhode Island and Delaware(1)	$	8,674	$	3,880
Gaming receivables	11,195		7,893
Non-gaming receivables	23,483		6,092
Accounts receivable	43,352		17,865
Less: Allowance for doubtful accounts	(3,582)		(3,067)
Accounts receivable, net	$	39,770	$	14,798

__________________________________

(1) 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 from the State of Delaware for Dover Downs.

Property and Equipment

Property and equipment are recorded at cost. Property and equipment obtained in connection with acquisitions is valued at its estimated fair value as of the date of acquisition. Additions subsequent to the acquisition date are recorded at cost.

Property and equipment are depreciated over the estimated useful lives of the assets using the straight-line method. Expenditures for renewals and betterments that extend the life or value of an asset are capitalized and expenditures for repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation applicable to assets sold or disposed are removed from the balance sheet accounts and the resulting gains or losses are reflected in the condensed consolidated statements of operations.

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. During the three and nine months ended September 30, 2021 and 2020, there was no capitalized interest.

As of September 30, 2021 and December 31, 2020, property and equipment was comprised of the following:

(in thousands)	Estimated Useful Life (in years)	September 30, 2021		December 31, 2020
Land		$	75,328	$	78,506
Land improvements	3-20	34,054		29,965
Building and improvements	5-40	633,086		635,145
Equipment	1-10	169,483		125,667
Furniture and fixtures	3-10	41,030		30,277
Construction in process		22,574		8,799
Total property, plant and equipment		975,555		908,359
Less: Accumulated depreciation		(194,899)		(159,330)
Property and equipment, net		$	780,656	$	749,029

12

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Construction in process relates to costs capitalized in conjunction with major improvements that have not yet been placed in service, and accordingly are not currently being depreciated. The construction in process balance at September 30, 2021 includes $10.5 million of costs associated with the various capital projects at Bally’s Atlantic City, Bally Interactive, Bally’s Kansas City, the Rhode Island properties, and Hard Rock Biloxi, as well as $5.3 million of costs associated with software development within our Interactive division. The construction in process balance at December 31, 2021 included costs associated with various capital projects in process, primarily at Hard Rock Biloxi and Dover Downs.

Depreciation expense relating to property and equipment for the three months ended September 30, 2021 and 2020 was $13.5 million and $8.9 million, respectively. Depreciation expense relating to property and equipment for the nine months ended September 30, 2021 and 2020 was $37.4 million and $23.9 million, respectively.

Gain from insurance recoveries, net of losses

Gain from insurance recoveries, net of losses relate to losses incurred resulting from storms impacting the Company’s properties, net of insurance recovery proceeds. During the three and nine months ended September 30, 2021, the Company recorded gain from insurance recoveries, net of losses, of $7.9 million and $19.2 million, respectively, primarily attributable to insurance proceeds received due to the effects of Hurricane Zeta, which made landfall in Louisiana shutting down the Company’s Hard Rock Biloxi property for three days during the fourth quarter of 2020. During the three and nine months ended September 30, 2020, we recorded a gain on insurance recoveries of $10,000 and $1.0 million, respectively, related to proceeds received for a damaged roof at the Bally’s Arapahoe Park racetrack.

Long-lived Assets

The Company reviews its long-lived assets, other than goodwill and intangible assets not subject to amortization, for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is still under development, the analysis includes the remaining construction costs. Cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of an asset may not be recoverable, the potential impairment is measured based on a fair value discounted cash flow model. In connection with its rebranding initiatives, as decisions are made, it is possible that the Company could be required to record impairment charges which could be material. During the second quarter of 2021, the Company recorded an impairment charge on certain of its intangible assets as a result of the Company’s rebranding. Refer to Note 6 “Goodwill and Intangible Assets” for further information.

Strategic Partnership - Sinclair Broadcast Group

On November 18, 2020, the Company and Sinclair Broadcast Group, Inc. (“Sinclair”) entered into a Framework Agreement (the “Sinclair Agreement”), which provides for a long-term strategic relationship between the Company and Sinclair combining Bally’s integrated, proprietary sports betting technology with Sinclair’s portfolio of local broadcast stations and live regional sports networks and its Tennis Channel, Stadium sports network and STIRR streaming service, whereby the Company will receive naming rights to the regional sports networks and certain integrations to network programming in exchange for annual fees paid in cash, the issuance of warrants and options, and an agreement to share in certain tax benefits resulting from the Transaction with Sinclair (the “TRA”). The initial term of the agreement is ten years from the commencement date of the re-branded Sinclair regional sports networks and can be renewed for one additional 5-year term unless either the Company or Sinclair elect not to renew.

13

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Naming Rights Intangible Asset - Under the terms of the Sinclair Agreement, the Company is required to pay annual naming rights fees to Sinclair for naming rights of the regional sports networks which escalate annually and total $88.0 million over the 10-year term of the agreement beginning April 1, 2021. The Company accounted for this transaction as an asset acquisition in accordance with the “Acquisition of Assets Rather Than a Business” subsections of Accounting Standards Codification (“ASC”) 805-50 using a cost accumulation model. The naming rights intangible asset represents the consideration transferred on the acquisition date comprised of the present value of annual naming rights fees, the fair value of the warrants and options and an estimate of the Tax Receivable Agreement payments, each explained below. The naming rights intangible asset was $323.7 million and $338.2 million as of September 30, 2021 and December 31, 2020, respectively. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks, and was $8.6 million and $17.2 million for the three and nine months ended September 30, 2021, respectively. Refer to Note 6 “Goodwill and Intangible Assets” for further information.

Naming Rights Fees - The present value of the annual naming rights fees was recorded as part of the cost of the naming rights intangible asset with a corresponding liability which will be accreted through interest expense over the life of the agreement. The total value of the liability as of September 30, 2021 and December 31, 2020 was $58.3 million and $56.6 million, respectively. The short-term portion of the liability, which was $2.0 million as of September 30, 2021 and December 31, 2020, is recorded within “Accrued liabilities” and the long-term portion of the liability, which was $56.3 million and $54.6 million as of September 30, 2021 and December 31 2020, respectively, is recorded within “Naming rights liabilities” in the condensed consolidated balance sheets. Accretion expense for the three and nine months ended September 30, 2021 was $1.1 million and $3.2 million respectively, and was reported in “Interest expense, net of amounts capitalized” in the condensed consolidated statements of operations.

Warrants and Options - The Company issued to Sinclair (i) an immediately exercisable warrant to purchase up to 4,915,726 shares of the Company at an exercise price of $0.01 per share (“the Penny Warrants”), (ii) a warrant to purchase up to a maximum of 3,279,337 additional shares of the Company at a price of $0.01 per share subject to the achievement of various performance metrics (the “Performance Warrants”), and (iii) an option to purchase up to 1,639,669 additional shares in four tranches with purchase prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing (the “Options”). The exercise and purchase prices and the number of shares issuable upon exercise of the warrants and options are subject to customary anti-dilution adjustments. The issuance pursuant to the warrants and options of shares in excess of 19.9% of the Company’s currently outstanding shares was subject to the approval of the Company’s stockholders in accordance with the rules of the New York Stock Exchange (“NYSE”), which was obtained on January 27, 2021.

Penny Warrants. The Penny Warrants were determined to be an equity classified instrument because they are indexed to the Company’s own stock and met the conditions to be classified as equity under ASC 815, Derivatives and Hedging, including sufficient available shares for the Company to settle the exercise of the warrants in shares. The fair value of the Penny Warrants approximates the fair value of the underlying shares and was $150.4 million on November 18, 2020 at issuance, and was recorded to “Additional paid-in-capital” in the condensed consolidated balance sheets, with an offset to the naming rights intangible asset.

Performance Warrants. The Performance Warrants are accounted for as a derivative liability because the underlying performance metrics represent an adjustment to the settlement amount that is not indexed to the Company’s own stock and thus equity classification is precluded under ASC 815. The fair value as of September 30, 2021 and December 31, 2020 was $88.0 million and $88.1 million, respectively, and is recorded within “Naming Rights liabilities” of the condensed consolidated balance sheets. Refer to Note 7 “Derivative Instruments” for further information.

Options. As of December 31, 2020, the Options were accounted for as a derivative liability because the Options could have been required to be settled in cash, outside the Company’s control, prior to formal stockholder approval. The fair value of the Options as of December 31, 2020 was $58.2 million. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity, at which point, the Options were adjusted to fair value and $59.7 million was reclassified from “Naming rights liabilities” to “Additional paid-in-capital” in the condensed consolidated balance sheet. The increase in fair value of the Options from December 31, 2020 through January 27, 2021 was $1.5 million and resulted in a mark to market loss in the first quarter of 2021, reported in “Change in value of naming rights liabilities” in the condensed consolidated statements of operations. Refer to Note 7 “Derivative Instruments” for further information

14

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Tax Receivable Agreement - The Company is required to share 60% of the tax benefit the Company receives from the Penny Warrants, Options, Performance Warrants and payments under the TRA with Sinclair over the term of the agreement as tax benefit amounts are determined through the filing of the Company’s annual tax returns. Changes in estimate of the tax benefit to be realized and tax rates in effect at the time, among other changes, are treated as an adjustment to the naming rights intangible asset. As of September 30, 2021, the estimate of the TRA liability was $45.7 million, reflecting an increase of $2.7 million from the December 31, 2020 value of $43.0 million, and is included in “Naming rights liabilities” in the condensed consolidated balance sheets. The change in value of the TRA liability is included in “Change in value of naming rights liabilities” in the condensed consolidated statements of operations.

3.    RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

Standards implemented

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)–Simplifying the Accounting for Income Taxes. This amendment serves to simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendment also improves the consistent application of ASC Topic 740 by clarifying and amending existing guidance. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted. The Company’s adoption of this ASU in the first quarter of 2021, did not have a material impact to its condensed consolidated financial statements.

4.    REVENUE RECOGNITION

The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers. The Company generates revenue from five principal sources: gaming services, hotel, racing, food and beverage and other.

Gaming revenue includes the share of VLT revenue for Bally’s Twin River and Bally’s Tiverton, in each case, as determined by each property’s respective master VLT contracts with the State of Rhode Island. Bally’s Twin River is entitled to a 28.85% share of VLT revenue on the initial 3,002 units and a 26.00% share of VLT revenue generated from units in excess of 3,002 units. Beginning July 1, 2021, Bally’s Twin River is entitled to an additional 7.00% share of revenue on VLTs owned by the Company. Bally’s Tiverton is entitled to receive a percentage of VLT revenue that is equivalent to the percentage received by Bally’s Twin River. Gaming revenue also includes Bally’s Twin River’s and Bally’s Tiverton’s share of table games revenue. Bally’s Twin River and Bally’s Tiverton each were entitled to an 83.5% share of table games revenue generated as of September 30, 2021 and 2020. Revenue is recognized when the wager is complete, 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 records revenue from its Rhode Island operations on a net basis which is the percentage share of VLT and table games revenue received as the Company acts as an agent in operating the gaming services on behalf of the State of Rhode Island.

Gaming revenue also includes Dover Downs’ share of revenue as determined under the Delaware State Lottery Code from the date of its acquisition. Dover Downs is authorized to conduct video lottery, sports wagering, table game and internet gaming operations as one of three “Licensed Agents” under the Delaware State Lottery Code. Licensing, administration and control of gaming operations in Delaware is under the Delaware State Lottery Office and Delaware’s Department of Safety and Homeland Security, Division of Gaming Enforcement. As of September 30, 2021 and 2020, Dover Downs was entitled to an approximately 42% share of VLT revenue and an 80% share of table games revenue. Revenue is recognized when the wager is complete, 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 records revenue from its Delaware operations on a net basis, which is the percentage share of VLT and table games revenue received, as the Company acts as an agent in operating the gaming services on behalf of the State of Delaware.

15

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Gaming revenue also includes the casino revenue of Hard Rock Biloxi, Bally’s Black Hawk, beginning January 23, 2020, Bally’s Kansas City and Bally’s Vicksburg, beginning July 1, 2020, Bally’s Atlantic City, beginning November 18, 2020, Bally’s Shreveport, beginning December 23, 2020, Bally’s Lake Tahoe, beginning April 6, 2021, Bally’s Evansville, beginning June 3, 2021, and Bally’s Quad Cities, beginning June 14, 2021, which is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for chips outstanding and “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of credits played, are charged to revenue as the amount of the progressive jackpots increase.

Gaming services contracts have two performance obligations for those customers earning incentives under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the consolidated financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. 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 for a hotel room stay, food and beverage or other amenity. The estimated standalone selling price of hotel rooms is determined based on observable prices. The standalone selling price of food and beverage, and other miscellaneous goods and services is determined based upon the actual retail prices charged to customers for those items. The performance obligations for the incentives earned under the loyalty programs are deferred and recognized as revenue when the customer redeems the incentive. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately.

The estimated retail value related to goods and services provided to guests without charge or upon redemption under the Company’s player loyalty programs included in departmental revenues, and therefore reducing gaming revenues, are as follows for the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Hotel	$	18,410	$	3,962	$	37,813	$	9,710
Food and beverage	18,505		4,082		44,334		12,989
Other	2,513		464		4,923		2,270
	$	39,428	$	8,508	$	87,070	$	24,969

During 2020, the Company entered into several multi-year agreements with third-party operators for online sports betting and iGaming market access in the states of Colorado and New Jersey from which the Company has received or expects to receive one-time, up front market access fees in cash or equity securities (specific to one operator agreement) and certain other fees in cash generally based on a percentage of the gross gaming revenue generated by the operator, with certain annual minimum guarantees due to the Company. The one-time market access fees received have been recorded as deferred revenue and will be recognized as gaming revenue ratably over the respective contract terms, beginning with the commencement of operations of each respective agreement. The Company recognized commissions in certain states from online sports betting and iGaming which are included in gaming revenue for the nine months ended September 30, 2021. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $8.7 million as of September 30, 2021 and is included in “Accrued liabilities” and “Other long-term liabilities” in the condensed consolidated balance sheets.

Racing revenue includes Bally’s Twin River’s, Bally’s Tiverton’s, Bally’s Arapahoe Park’s and Dover Downs’ share of wagering from live racing and the import of simulcast signals. Racing revenue is recognized when the wager is complete based on an established take-out percentage. The Company functions as an agent to the pari-mutuel pool. Therefore, fees and obligations related to the Company’s share of purse funding, simulcasting fees, tote fees, pari-mutuel taxes, and other fees directly related to the Company’s racing operations are reported on a net basis and included as a deduction to racing revenue.

Hotel revenue is recognized at the time of occupancy, which is when the customer obtains control through occupancy of the room. Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met.

Food and beverage revenue are recognized at the time the goods are sold from Company-operated outlets.

16

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

All other revenues, including market access, daily fantasy sports and B2B service revenue generated by the Bally Interactive operating segment, are recognized at the time the goods are sold or the service is provided.

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.

In the second quarter of 2021, the Company changed its reportable segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. Refer to Note 17 “Segment Reporting” for further information. The following tables provide a disaggregation of revenue by segment:

(in thousands)	East		West		Other		Total
Three Months Ended September 30, 2021
Gaming	$	131,338	$	95,674	$	582	$	227,594
Racing	306		—		1,716		2,022
Hotel	17,883		15,020		—		32,903
Food and beverage	18,324		11,166		14		29,504
Other	9,124		2,743		10,889		22,756
Total revenue	$	176,975	$	124,603	$	13,201	$	314,779
Three Months Ended September 30, 2020
Gaming	$	50,250	$	46,338	$	—	$	96,588
Racing	68		—		1,616		1,684
Hotel	2,398		4,476		—		6,874
Food and beverage	3,230		3,659		—		6,889
Other	3,119		1,427		43		4,589
Total revenue	$	59,065	$	55,900	$	1,659	$	116,624
Nine Months Ended September 30, 2021
Gaming	$	308,490	$	275,928	$	1,373	$	585,791
Racing	1,696		—		4,897		6,593
Hotel	35,813		32,464		—		68,277
Food and beverage	41,394		26,952		40		68,386
Other	21,065		7,846		16,820		45,731
Total revenue	$	408,458	$	343,190	$	23,130	$	774,778
Nine Months Ended September 30, 2020
Gaming	$	114,779	$	81,412	$	—	$	196,191
Racing	1,115		—		3,702		4,817
Hotel	6,462		10,173		—		16,635
Food and beverage	14,525		9,350		—		23,875
Other	9,967		3,104		107		13,178
Total revenue	$	146,848	$	104,039	$	3,809	$	254,696

Revenue included in operations from SportCaller from the date of its acquisition, February 5, 2021, MKF from the date of its acquisition, March 23, 2021, Bally Interactive from the date of its acquisition, May 28, 2021, AVP from the date of its acquisition, July 12, 2021, and Telescope from the date of its acquisition, August 12, 2021, each through September 30, 2021 are reported in “Other.” Revenue included in operations from Bally’s Lake Tahoe from the date of acquisition, April 6, 2021, and Bally’s Quad Cities from the date of its acquisition, June 14, 2021, through September 30, 2021, are reported in “West.” Revenue included in operations from Bally’s Evansville from the date of its acquisition, June 3, 2021, through September 30, 2021, is reported in “East.” Refer to Note 5. “Acquisitions” for further information.

17

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company’s receivables related to contracts with customers are primarily comprised of marker balances and other amounts due from gaming activities, amounts due for hotel stays, and amounts due from tracks and off track betting (“OTB”) locations. The Company’s receivables related to contracts with customers were $27.0 million and $12.0 million as of September 30, 2021 and December 31, 2020, respectively.

Contract and Contract Related Liabilities

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. Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next 12 months. While properties were operating at limited capacity, many extended the expiration dates for tiered status programs or temporarily suspended periodic purges of unused loyalty points. As properties have resumed operations at full capacity, many have reinstated their pre-COVID-19 practices or put new loyalty programs into place.

The Company’s contract liabilities related to loyalty programs were $17.7 million and $15.5 million as of September 30, 2021 and December 31, 2020, respectively, and are included as “Accrued liabilities” in the condensed consolidated balance sheets. The Company recognized $5.8 million and $1.4 million of revenue related to loyalty program redemptions for the three months ended September 30, 2021 and 2020, respectively, and $18.0 million and $3.7 million for the nine months ended September 30, 2021 and 2020.

Advance deposits are typically for future banquet events, hotel room reservations and interactive player deposits. The banquet and hotel reservation deposits are usually received weeks or months in advance of the event or hotel stay. The Company holds restricted cash for interactive player deposits, and records a corresponding withdrawal liability. The Company’s contract liabilities related to advance deposits from customers were $3.9 million and $1.0 million as of September 30, 2021 and December 31, 2020, respectively, and are included as “Accrued liabilities” in the condensed consolidated balance sheets.

Unpaid wagers include unpaid pari-mutuel tickets and unpaid sports bet tickets. Unpaid pari-mutuel tickets not claimed within 12 months by the customer who earned them are escheated to the state. The Company’s contract liabilities related to unpaid wagers were $1.9 million and $0.9 million as of September 30, 2021 and December 31, 2020, respectively, and are included as “Accrued liabilities” in the condensed consolidated balance sheets.

5.    ACQUISITIONS

Recent Acquisitions

The Company accounted for all of the following recent acquisitions as business combinations using the acquisition method with Bally’s as the accounting acquirer in accordance with ASC 805. Under this method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed of the acquiree based upon their estimated fair values at the acquisition date. The fair value of the identifiable intangible assets acquired are determined by using an income approach. Significant assumptions utilized in the income approach are based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The purchase price allocation for the acquisitions of Bally’s Atlantic City, Bally’s Shreveport, Bally’s Lake Tahoe, Bally’s Evansville, Bally’s Quad Cities, SportCaller, Monkey Knife Fight, Bally Interactive, AVP and Telescope, are preliminary and will be finalized when valuations are complete and final assessments of the fair value of other acquired assets and assumed liabilities are completed. There can be no assurance that such finalizations will not result in material changes from the preliminary purchase price allocations. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible assets acquired and liabilities assumed.

18

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company recorded transaction costs related to its recent and pending acquisitions of $6.8 million and $37.5 million during the three and nine months ended September 30, 2021, respectively, and $2.7 million and $7.0 million during the three and nine months ended September 30, 2020, respectively. These costs are included in “Acquisition, integration and restructuring” in the condensed consolidated statements of operations. Refer to Note 10 “Acquisition, Integration and Restructuring” for further information.

Bally’s Kansas City and Bally’s Vicksburg

On July 1, 2020, the Company completed its acquisition of the operations and real estate of Bally’s Kansas City and Bally’s Vicksburg from affiliates of Caesars Entertainment, Inc. (“Caesars”). The total consideration paid by the Company in connection with the acquisition was approximately $229.9 million, or $225.5 million net of cash acquired, excluding transaction costs.

The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed as of July 1, 2020 in connection with the acquisitions:

	As of July 1, 2020
(in thousands)	Preliminary as of December 31, 2020		Year to Date Adjustments		Final as of September 30, 2021
Cash and cash equivalents	$	4,362	$	—	$	4,362
Accounts receivable, net	582		—		582
Inventory	164		—		164
Prepaid expenses and other current assets	686		(256)		430
Property and equipment, net	60,865		—		60,865
Right of use asset	10,315		—		10,315
Intangible assets, net	138,160		—		138,160
Other assets	117		—		117
Goodwill	53,896		380		54,276
Accounts payable	(614)		—		(614)
Accrued liabilities	(3,912)		(236)		(4,148)
Lease liability	(34,452)		—		(34,452)
Other long-term liabilities	(306)		112		(194)
Total purchase price	$	229,863	$	—	$	229,863

Revenue included in operations from Bally’s Kansas City and Bally’s Vicksburg for the three and nine months ended September 30, 2021 was $30.9 million and $91.4 million, respectively. Net income included in operations from Bally’s Kansas City and Bally’s Vicksburg for the three and nine months ended September 30, 2021 was $4.3 million and $16.9 million, respectively.

19

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Bally’s Atlantic City

On November 18, 2020, the Company completed its acquisition of Bally’s Atlantic City from Caesars and paid cash of approximately $24.7 million at closing, or $16.1 million net of cash acquired, excluding transaction costs. The Company recorded a liability of $2.0 million related to a net working capital adjustment which was reflected in “Accrued liabilities” in the condensed consolidated balance sheets as of December 31, 2020. The amount was paid in full during the first quarter of 2021.

In connection with the approval of the Company’s interim gaming license in the state of New Jersey, the Company committed to the New Jersey Casino Control Commission to spend $90.0 million, increased to $100.0 million in the second quarter of 2021, in capital expenditures over a span of five years to refurbish and upgrade the property’s facilities and expand its amenities. In connection with this commitment, the Company reached an agreement with Caesars, whereby Caesars would reimburse the Company for $30.0 million of the capital expenditure commitment by December 31, 2021. This commitment was accounted for as a contingent consideration asset under ASC 805 and was recognized at its present value as of the acquisition date, which was determined to be $27.7 million, as it represents consideration due back from the seller in connection with a business combination, and is included in “Prepaid expenses and other assets” in the condensed consolidated balance sheets. This contingent consideration asset resulted in an adjusted purchase price of $(0.9) million.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Atlantic City on November 18, 2020. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2021.

(in thousands)	Preliminary as of September 30, 2021
Cash and cash equivalents	$	8,651
Accounts receivable, net	1,122
Inventory	721
Prepaid expenses and other current assets	1,402
Property and equipment, net	40,898
Intangible assets, net	1,120
Accounts payable	(3,131)
Accrued liabilities	(7,983)
Deferred income tax liabilities	(11,132)
Net assets acquired	31,668
Bargain purchase gain	(32,595)
Total purchase price	$	(927)

The identifiable intangible assets recorded in connection with the closing of the Bally’s Atlantic City acquisition based on preliminary valuations include rated player relationships of $0.9 million and hotel and conference pre-bookings of $0.2 million, which are being amortized on a straight-line basis over estimated useful lives of approximately eight years and three years, respectively. The Company determined that the value of the intangible asset related to gaming licenses was de minimis, primarily due to the previously mentioned capital expenditure commitment required to obtain the licenses. The preliminary fair value of the identifiable intangible assets acquired was determined by using a cost approach and an income approach for the rated player relationships and pre-bookings, respectively.

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $32.6 million was recorded during the fourth quarter ended December 31, 2020. The Company believes that it was able to acquire the net assets of Bally’s Atlantic City for less than fair value as a result of a capital expenditure requirement imposed on the Company by the New Jersey Casino Control Commission, which would have been imposed on the seller had they not divested the property.

Revenue included in operations from Bally’s Atlantic City for the three and nine months ended September 30, 2021 was $46.8 million and $108.4 million, respectively.

20

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Bally’s Shreveport Casino & Hotel

On December 23, 2020, the Company completed its acquisition of Bally’s Shreveport for a total purchase price of approximately $137.2 million. Cash paid by the Company at closing, net of $5.0 million of cash acquired and offset by a receivable of $0.8 million resulting from a net working capital adjustment, was $133.1 million, excluding transaction costs.

The identifiable intangible assets recorded in connection with the closing of the Bally’s Shreveport acquisition based on preliminary valuations include gaming licenses of $57.7 million with an indefinite life and rated player relationships of $0.4 million, which are being amortized on a straight-line basis over estimated useful lives of approximately eight years. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Shreveport on December 23, 2020. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2021.

(in thousands)	Preliminary as of September 30, 2021
Cash and cash equivalents	$	4,980
Accounts receivable, net	1,936
Inventory	495
Prepaid expenses and other current assets	245
Property and equipment, net	125,822
Right of use assets	9,260
Intangible assets, net	58,140
Other assets	403
Accounts payable and Accrued liabilities	(6,138)
Lease liability	(14,540)
Deferred tax liability	(11,457)
Other long-term liabilities	(680)
Net assets acquired	168,466
Bargain purchase gain	(31,276)
Total purchase price	$	137,190

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $31.3 million was recorded during the fourth quarter of 2020. The Company believes that it was able to acquire the net assets of Bally’s Shreveport for less than fair value as a result of a distressed sale whereby Eldorado was required by the Federal Trade Commission to divest the Bally’s Shreveport property prior to its merger with Caesars coupled with the timing of the agreement to purchase which was in the middle of COVID-19 related shutdowns of casinos in the United States.

Revenue included in operations from Bally’s Shreveport for the three and nine months ended September 30, 2021 was $28.7 million and $90.6 million, respectively. Net income included in operations from Bally’s Shreveport for the three and nine months ended September 30, 2021 was $4.0 million and $16.5 million, respectively.

Bally’s Lake Tahoe Casino Resort

On April 6, 2021, the Company acquired Bally’s Lake Tahoe, formerly MontBleu Resort Casino & Spa, in Lake Tahoe, Nevada from Eldorado and certain of its affiliates for $14.2 million, payable one year from the closing date and subject to customary post-closing adjustments. The deferred purchase price is included within “Accrued liabilities” of the condensed consolidated balance sheet.

21

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The identifiable intangible assets recorded in connection with the closing of the Bally’s Lake Tahoe acquisition based on preliminary valuations include gaming licenses of $5.2 million with an indefinite life and a tradename of $0.2 million, which is being amortized on a straight-line basis over its estimated useful life of approximately six months. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Lake Tahoe on April 6, 2021:

	As of April 6, 2021
(in thousands)	Preliminary as of June 30, 2021		Year to Date Adjustments		Preliminary as of September 30, 2021
Total current assets	$	5,089	$	—	$	5,089
Property and equipment, net	6,361		—		6,361
Right of use assets, net	57,017		—		57,017
Intangible assets, net	5,430		—		5,430
Accounts payable and Accrued liabilities	(3,095)		(307)		(3,402)
Lease liability	(52,927)		—		(52,927)
Other long-term liabilities	(1,127)		—		(1,127)
Net assets acquired	16,748		(307)		16,441
Bargain purchase gain	(2,576)		307		(2,269)
Total purchase price	$	14,172	$	—	$	14,172

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $2.6 million was recorded during the second quarter ended June 30, 2021. An adjustment of $0.3 million, reducing the bargain purchase gain to $2.3 million, was recorded in the third quarter ended September 30, 2021. The original agreement to acquire Bally’s Lake Tahoe from Eldorado was made concurrently with the agreement of Bally’s Shreveport and the Company believes that it was able to acquire Bally’s Lake Tahoe for less than fair value as a result of a distressed sale prior to Eldorado’s merger by Caesars, as noted above.

Revenue included in operations from Bally’s Lake Tahoe for the three and nine months ended September 30, 2021 was $11.3 million and $21.0 million, respectively. Net income included in operations from Bally’s Lake Tahoe for the three and nine months ended September 30, 2021 was $0.5 million and $1.0 million, respectively.

Bally’s Evansville

On June 3, 2021, the Company completed the acquisition of the Bally’s Evansville casino operations from Caesars. The total purchase price was $139.7 million, subject to customary adjustments. Cash paid by the Company at closing, net of $9.4 million cash acquired and offset by a payable of $1.7 million resulting from a net working capital adjustment, was $128.1 million, excluding transaction costs.

In connection with the acquisition of the Bally’s Evansville casino operations, the Company entered into a sale-leaseback arrangement with an affiliate of Gaming & Leisure Properties, Inc. (“GLPI”) for the Dover Downs property. Refer to Note 12 “Leases” for further information.

The identifiable intangible assets recorded in connection with the closing of the Bally’s Evansville acquisition based on preliminary valuations include gaming licenses of $153.6 million with an indefinite life and rated player relationships of $0.6 million which are being amortized on a straight-line basis over an estimated useful life of approximately eight years. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

22

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Evansville on June 3, 2021:

	As of June 3, 2021
(in thousands)	Preliminary as of June 30, 2021		Year to Date Adjustments		Preliminary as of September 30, 2021
Cash and cash equivalents	$	9,355	$	—	$	9,355
Accounts receivable, net	1,492		(18)		1,474
Inventory and Prepaid expenses and other current assets	1,212		(10)		1,202
Property and equipment, net	12,325		—		12,325
Right of use assets, net	285,772		—		285,772
Intangible assets, net	154,210		—		154,210
Other assets	468		—		468
Accounts payable and Accrued liabilities	(10,568)		(70)		(10,638)
Lease liability	(285,772)		—		(285,772)
Deferred tax liability	(7,469)		—		(7,469)
Other long-term liabilities	(310)		—		(310)
Net assets acquired	160,715		(98)		160,617
Bargain purchase gain	(21,537)		628		(20,909)
Total purchase price	$	139,178	$	530	$	139,708

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $21.5 million was recorded during the second quarter ended June 30, 2021. An adjustment of $0.6 million, reducing the bargain purchase gain to $20.9 million, was recorded in the third quarter ended September 30, 2021. The Company believes it was able to acquire Bally’s Evansville for less than fair value as a result of a distressed sale prior to Eldorado’s merger with Caesars, as noted above.

Revenue included in operations from Bally’s Evansville for the three and nine months ended September 30, 2021 was $40.1 million and $51.8 million, respectively. Net income included in operations from Bally’s Evansville for the three and nine months ended September 30, 2021 was $4.3 million and $5.1 million, respectively.

Bally’s Quad Cities Casino & Hotel

On June 14, 2021, the Company completed its acquisition of Bally’s Quad Cities in Rock Island, Illinois. Pursuant to the terms of the Equity Purchase Agreement, the Company has acquired all of the outstanding equity securities of The Rock Island Boatworks, Inc., for a purchase price of $118.9 million in cash, subject to customary post-closing adjustments. Cash paid by the Company at closing, net of $3.2 million cash acquired, the $4.0 million deposit paid in the third quarter of 2020 and offset by a receivable of $0.3 million resulting from a networking capital adjustment, was $112.3 million, excluding transaction costs.

The identifiable intangible assets recorded in connection with the closing of the Bally’s Quad Cities acquisition based on preliminary valuations include gaming licenses of $30.3 million with an indefinite life, as well as, rated player relationships and a tradename of $0.7 million and $0.2 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years and 4 months, respectively. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

23

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Bally’s Quad Cities acquisition on June 14, 2021:

	As of June 14, 2021
(in thousands)	Preliminary as of June 30, 2021		Year to Date Adjustments		Preliminary as of September 30, 2021
Cash and cash equivalents	$	3,241	$	(308)	$	2,933
Accounts receivable, net	2,855		131		2,986
Inventory and Prepaid expenses and other current assets	844		(46)		798
Property and equipment, net	73,135		—		73,135
Intangible assets, net	31,180		—		31,180
Goodwill	14,191		402		14,593
Total current liabilities	(6,244)		(453)		(6,697)
Total purchase price	$	119,202	$	(274)	$	118,928

Revenue included in operations from Bally’s Quad Cities for the three and nine months ended September 30, 2021 was $12.3 million and $14.6 million, respectively.

Interactive Acquisitions

SportCaller - On February 5, 2021, the Company acquired SportCaller for total consideration of $42.6 million including $24.0 million in cash, and 221,391 of the Company’s common shares at closing, pending adjustment, and up to $12.0 million in value of additional shares if SportCaller meets certain post-closing performance targets (calculated based on a USD to Euro exchange ratio of 0.8334).

Monkey Knife Fight - On March 23, 2021, the Company acquired Fantasy Sports Shark, LLC d/b/a/ Monkey Knife Fight for total consideration of $118.6 million including (1) immediately exercisable penny warrants to purchase up to 984,446 of the Company’s common shares (subject to adjustment) at closing and (2) contingent penny warrants to purchase up to 787,557 additional Company common shares, half of which are issuable on each of the first and second anniversary of closing. The contingency relates to MKF’s continued operations in jurisdictions in which it operates at closing at future dates.

The Company paid cash of $22.8 million, net of cash acquired, for SportCaller and MKF. Total non-cash consideration transferred for SportCaller and MKF was $135.3 million, which included $58.7 million of the fair value of contingent consideration as of the SportCaller and MKF acquisition dates. Refer to Note 8 “Fair Value Measurements” for further information.

Bally Interactive - On May 28, 2021, the Company acquired Bally Interactive, formerly Bet.Works Corp., for approximately $71.6 million in cash and 2,084,765 of the Company’s common shares, subject in each case to customary adjustments. The shareholders of Bally Interactive will not transfer any shares of Company common stock received prior to June 1, 2022 and, for the following 12 months, may transfer only up to 1% of the Company’s common stock per every 90 days.

AVP - On July 12, 2021, the Company acquired AVP, a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States, for $10.0 million in cash, subject to customary post-closing adjustments.

Telescope - On August 12, 2021, the Company acquired an 84.16% controlling interest in Telescope, a leading provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams, for $27.7 million, subject to customary post-closing adjustments. The remaining 15.84% of Telescope is owned by certain selling shareholders and is reported as a non-controlling interest. The non-controlling interest is convertible into shares of Bally’s common stock based on a fixed exchange ratio share-settlement feature, valued using the Company’s common stock price, and is classified as permanent equity. Earnings attributable to the non-controlling interest are not material for the quarter ended September 30, 2021.

24

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The identifiable intangible assets recorded in connection with the closing of SportCaller, MKF, Bally Interactive, AVP, and Telescope (collectively the “Bally Interactive Acquisitions”) are based on preliminary valuations and include customer relationships of $41.5 million, which are being amortized over estimated useful lives between three and ten years, developed software of $122.4 million, which is being amortized over its estimated useful lives between three and ten years, and tradenames of $3.1 million, which are being amortized over their estimated useful lives between ten and 15 years. Total goodwill recorded in connection with the Bally Interactive Acquisitions was $243.1 million.

These Bally Interactive transactions have been accounted for as business combinations using the acquisition method with Bally’s as the accounting acquirer in accordance with ASC 805.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Bally Interactive Acquisitions:

(in thousands)	Preliminary as of September 30, 2021
Cash and cash equivalents	$	7,435
Accounts receivable, net	4,061
Prepaid expenses and other current assets	2,143
Property and equipment, net	518
Intangible assets, net	167,075
Goodwill	243,138
Total current liabilities	(13,770)
Deferred tax liability	(15,805)
Acquired non-controlling interest	(3,760)
Net investment in the Bally Interactive Acquisitions	$	391,035

During the nine months ended September 30, 2021, the Company recorded purchase accounting adjustments for MKF, SportCaller and Bally Interactive, increasing intangible assets by $0.5 million and reducing goodwill and current liabilities by $0.5 million and $1.1 million, respectively.

Revenue included in operations from the Bally Interactive Acquisitions from their respective dates of acquisition, each noted above, for the three and nine months ended September 30, 2021 was $11.4 million and $18.0 million, respectively.

Supplemental Pro Forma Consolidated Information

The following table represents unaudited supplemental pro forma consolidated revenue and net (loss) income based on Bally’s Lake Tahoe and Bally’s Evansville’s historical reporting periods as if the acquisitions had occurred as of January 1, 2020. The revenue, earnings and proforma effects of other acquisitions completed during the nine months ended September 30, 2021, which include Bally’s Quad Cities and the Bally Interactive Acquisitions, are not material to results of operations, individually or in the aggregate:

	Three Months Ended		Nine Months Ended
(in thousands, except per share data)	September 30, 2020		September 30, 2021		September 30, 2020
Revenue	$	159,708	$	844,356	$	349,100
Net income (loss)	$	11,111	$	(3,145)	$	(46,140)
Net income (loss) per share, basic	$	0.36	$	(0.07)	$	(1.50)
Net income (loss) per share, diluted	$	0.36	$	(0.07)	$	(1.50)

25

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Pending Acquisitions

Tropicana Las Vegas

On April 13, 2021, the Company agreed to purchase the Tropicana Las Vegas Hotel and Casino in Las Vegas, Nevada (“Tropicana Las Vegas”) from GLPI valued at approximately $300 million. The purchase price for the Tropicana property’s non-land assets is $150.0 million. In addition, the Company agreed to lease the land underlying the Tropicana property from GLPI for an initial term of 50 years at an annual rent of $10.5 million, subject to increases over time. The Company and GLPI will also enter into a sale-and-leaseback transaction relating to the Company’s Black Hawk Casinos properties and the Bally’s Quad Cities property for a cash purchase price of $150.0 million payable by GLPI. The lease will have initial annual fixed rent of $12.0 million, subject to increase over time.

6.    GOODWILL AND INTANGIBLE ASSETS

The change in carrying value of goodwill by reportable segment for the nine months ended September 30, 2021 and 2020 is as follows (in thousands):

	East		West		Other		Total
Goodwill as of December 31, 2020	$	84,148	$	102,831	$	—	$	186,979
Goodwill from current year business acquisitions	—		14,593		243,138		257,731
Effect of foreign exchange	—		—		(182)		(182)
Purchase accounting adjustments on prior year business acquisitions	—		380		—		380
Goodwill as of September 30, 2021	$	84,148	$	117,804	$	242,956	$	444,908

	East		West		Total
Goodwill as of December 31, 2019	$	84,148	$	48,934	$	133,082
Goodwill from current year business acquisitions	—		58,743		58,743
Impairment charges	—		(5,254)		(5,254)
Goodwill as of September 30, 2020	$	84,148	$	102,423	$	186,571

The change in intangible assets, net for the nine months ended September 30, 2021 is as follows (in thousands):

Intangible assets, net as of December 31, 2020	$	663,395
Intangible assets from current year business combinations	357,895
Change in TRA	2,689
Effect of foreign exchange	(1,172)
Impairment charges	(4,675)
Other	8,677
Less: Accumulated amortization	(30,123)
Intangible assets, net as of September 30, 2021	$	996,686

26

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company’s identifiable intangible assets consist of the following:

	Weighted average remaining life (in years)	September 30, 2021
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(1)	9.5	$	340,930	$	(17,202)	$	323,728
Trade names	28.0	20,439		(16,787)		3,652
Hard Rock license	25.8	8,000		(1,758)		6,242
Customer relationships	6.1	54,909		(9,876)		45,033
Developed technology	8.7	121,697		(6,273)		115,424
Other	3.4	7,522		(1,318)		6,204
Total amortizable intangible assets		553,497		(53,214)		500,283
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	476,209		—		476,209
Bally’s trade name	Indefinite	18,981		—		18,981
Novelty game licenses	Indefinite	1,213		—		1,213
Total unamortizable intangible assets		496,403		—		496,403
Total intangible assets, net		$	1,049,900	$	(53,214)	$	996,686

(1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 2 “Significant Accounting Policies” for further information. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks. There was no amortization expense for the year ended December 31, 2020.

	Weighted average remaining life (in years)	December 31, 2020
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(2)	10.0	$	338,241	$	—	$	338,241
Trade names	8.6	21,600		(16,475)		5,125
Hard Rock license	26.5	8,000		(1,576)		6,424
Player relationships	5.8	10,515		(5,483)		5,032
Other	3.7	1,950		(750)		1,200
Total amortizable intangible assets		380,306		(24,284)		356,022
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	287,108		—		287,108
Bally’s trade name	Indefinite	19,052		—		19,052
Novelty game licenses	Indefinite	1,213		—		1,213
Total unamortizable intangible assets		307,373		—		307,373
Total intangible assets, net		$	687,679	$	(24,284)	$	663,395

(2) See note (1) above.

27

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2021 Tradename Impairment

During the second quarter of 2021, the Company committed to rebrand a majority of its casino portfolio with the Bally’s tradename. In connection with this rebranding initiative, the Company determined it should complete an interim quantitative impairment test of its tradenames at Dover Downs and Bally’s Black Hawk, formerly the Black Hawk Casinos. As a result of the analysis, the Company recorded an impairment charge of $4.7 million during the second quarter ended June 30, 2021 which is recorded within “Goodwill and asset impairment” of the condensed consolidated statement of operations. Dover Downs and Bally’s Black Hawk are reported within the East and West reportable segments, respectively.

2020 Black Hawk Casinos Impairment

Late in the first quarter of 2020, as a result of the economic and market conditions surrounding the COVID-19 pandemic and the decline in stock price and market capitalization the Company experienced at the time, the Company determined that it was more likely than not that the carrying value of all of its reporting units exceeded these units’ respective fair values and performed an interim quantitative impairment test of goodwill. Based on this analysis, the Company determined that only the carrying value of its Black Hawk Casinos reporting unit exceeded its fair value by an amount that exceeded the assigned goodwill and indefinite lived intangibles as of the acquisition date. As a result, the Company recorded a total impairment charge of $8.6 million for the nine months ended September 30, 2020, which is included in the “West” reportable segment, and was allocated between goodwill and intangible assets with charges of $5.3 million and $3.3 million, respectively. Refer to Note 5 “Acquisitions” for further information about the preliminary purchase price allocation and goodwill and intangible balance estimated as of the acquisition date.

7.    DERIVATIVE INSTRUMENTS

Foreign Exchange Forward Contracts

On April 16, 2021, a subsidiary of the Company entered into a foreign exchange forward contract to hedge the risk of appreciation of the GBP-denominated purchase price related to the Gamesys acquisition pursuant to which the subsidiary can purchase approximately £900 million at a contracted exchange rate.

On April 16, 2021, a subsidiary of the Company entered into two foreign exchange forward contracts to hedge the risk of appreciation of both the GBP-denominated and Euro-denominated debt held by Gamesys which would be paid off at closing of the Gamesys acquisition pursuant to which the subsidiary can purchase £200 million and €336 million, at contracted exchange rates, respectively.

To enter into these foreign exchange forward contracts, the Company paid total premiums to the contract counterparties of $22.6 million.

On August 20, 2021, two of the above mentioned foreign exchange forward contracts were modified, decreasing the notional amount of the GBP-denominated forward purchase commitments by £746 million to £354 million, collectively. The Company received $1.7 million upon settlement of the modification, which decreased the remaining fair value of the contracts.

The Company’s foreign exchange forward contracts are not designated as hedging instruments under ASC 815. These derivative instruments are reported at fair value as an asset or liability in the condensed consolidated balance sheet. Gains (losses) recognized in earnings resulting from the change in fair value are reported within “Other, net” on the condensed consolidated statements of operations.

Sinclair Agreement

As noted in Note 2 “Significant Accounting Policies,” on November 18, 2020, Bally’s entered into a long-term strategic relationship with Sinclair. The Sinclair Agreement provides for Performance Warrants and Options, the accounting for which is explained below.

28

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Performance Warrants - The Performance Warrants are accounted for as a derivative liability because the underlying performance metrics represent an adjustment to the settlement amount that is not indexed to the Company’s own stock and thus equity classification is precluded under ASC 815. The Performance Warrants are expected to continue to be classified as liability awards with changes in fair value reported within “Change in value of naming rights liabilities” in the condensed consolidated statements of operations.

Options - As of December 31, 2020, the Options were accounted for as a derivative liability because the Options could have been required to be settled in cash, outside the Company’s control, prior to formal stockholder approval. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity, at which point, the Options were adjusted to fair value of $59.7 million and were reclassified from “Naming rights liabilities” to “Additional paid-in-capital” in the condensed consolidated balance sheet. The increase in fair value of the Options from $58.2 million as of December 31, 2020, through January 27, 2021 was $1.5 million and resulted in a mark to market loss in the first quarter of 2021, reported within “Change in value of naming rights liabilities” in the condensed consolidated statements of operations.

The fair values of derivative assets and liabilities not designated as hedging instruments as of September 30, 2021 and December 31, 2020 are as follows:

(in thousands)	Balance Sheet Location	September 30, 2021		December 31, 2020
Assets:
Foreign exchange forward contracts	Prepaid expenses and other current assets	$	106	$	—
Total Assets		$	106	$	—
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	87,964	$	88,119
Sinclair Options	Naming rights liabilities	—		58,198
Total Liabilities		$	87,964	$	146,317

The gains (losses) recognized in the condensed consolidated statement of operations for derivatives not designated as hedging instruments during the three and nine months ended September 30, 2021 are as follows:

	Condensed Consolidated Statements of Operations Location	September 30, 2021
(in thousands)		Three months ended		Nine months ended
Foreign exchange forward contracts	Other, net	$	(6,003)	$	(20,776)
Sinclair Performance Warrants	Change in value of naming rights liabilities	6,965		155
Sinclair Options	Change in value of naming rights liabilities	—		(1,526)

There was no gain (loss) recognized in the condensed consolidated statement of operations for the three and nine months ended September 30, 2020.

8.    FAIR VALUE MEASUREMENTS

The Company categorizes financial assets and liabilities based on the following fair value hierarchy:

Level 1: Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly;

Level 3: Unobservable inputs in which little or no market data exists requiring an entity to develop its own assumptions.

29

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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:

	September 30, 2021
(in thousands)	Level 1		Level 2		Level 3
Assets:
Foreign exchange forward contracts	$	—	$	106	$	—
Other current assets	336		—		—
Total	$	336	$	106	$	—
Liabilities:
Sinclair Performance Warrants	$	—	$	—	$	87,964
Contingent consideration	—		—		43,691
Total	$	—	$	—	$	131,655

	December 31, 2020
(in thousands)		Level 1		Level 2		Level 3
Liabilities:
Sinclair Performance Warrants		$	—	$	—	$	88,119
Sinclair Options		—		58,198		—
Total		$	—	$	58,198	$	88,119

The Performance Warrants and acquisition related contingent consideration payable are Level 3 liabilities. A summary of the Level 3 activity is as follows:

( in thousands)	Performance Warrants		Contingent Consideration		Total
Beginning as of December 31, 2020	$	88,119	$	—	$	88,119
Additions in the period (acquisition fair value)	—		58,623		58,623
Change in fair value	(155)		(14,932)		(15,087)
Ending as of September 30, 2021	$	87,964	$	43,691	$	131,655

Foreign exchange forward contracts

The fair values of foreign exchange forward contract assets and liabilities are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates.

Sinclair Performance Warrants

Sinclair Performance Warrants are accounted for as a derivative instrument classified as a liability within Level 3 of the hierarchy 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 are 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 of the Company’s common stock trading price, risk free interest rates, the Company’s common stock price as of the valuation date, and expected terms.

30

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Contingent Consideration

Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. In connection with the acquisitions of SportCaller and MKF on February 5, 2021 and March 23, 2021, respectively, the Company recorded contingent consideration at fair value of $58.6 million as of the acquisition dates. After the acquisition dates and until the contingencies are resolved, the fair value of contingent consideration payable is adjusted each reporting period based primarily on the expected probability of achievement of the contingency targets which are subject to management’s estimate and the Company’s stock price. These changes in fair value are recognized within “Other, net” of the condensed consolidated statements of operations. Refer to Note 5 “Acquisitions” for further information.

Sinclair Options

As noted in Note 7 “Derivative Instruments,” as of December 31, 2020, the Sinclair Options were accounted for as a derivative liability. The fair value was based on a Black-Scholes model using Level 2 inputs, including volatility rates, risk free rates, the Company’s common stock price and expected term. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity.

Other current assets

The Company has agreements with certain third-party sports betting operators for online sports betting and related iGaming market access. Pursuant to one of these agreements, the Company has a present right to payment for a fixed number of equity securities in exchange for market access. The Company recorded these securities as a stock receivable at their fair value based on quoted prices in active markets and classified within Level 1 of the hierarchy with changes to fair value included within “Other, net” of the condensed consolidated statements of operations.

9.    ACCRUED LIABILITIES

As of September 30, 2021 and December 31, 2020, accrued liabilities consisted of the following:

(in thousands)	September 30, 2021		December 31, 2020
Gaming liabilities	$	41,506	$	33,795
Compensation	31,673		21,708
Acquisition related liabilities and transaction services(1)	18,459		7,174
Property taxes	11,335		3,486
Bally’s trade name accrual, current portion	9,943		9,475
Insurance reserves	10,171		7,188
Purses due to horsemen	9,803		5,726
Legal	4,745		1,761
Interest payable	17,112		3,076
Other	52,536		26,666
Total accrued liabilities	$	207,283	$	120,055

__________________________________

(1) Includes the deferred purchase price payable for Bally’s Lake Tahoe of $14.2 million and net working capital accruals for certain recent acquisitions. Refer to Note 5 “Acquisitions” for further information.

31

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

10.    ACQUISITION, INTEGRATION AND RESTRUCTURING

The following table reflects acquisition, integration and restructuring expenses the Company recorded during the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Acquisition and integration costs:
Gamesys	$	3,749	$	—	$	17,320	$	—
Bally’s Evansville	329		—		6,421		—
Bally Interactive acquisitions(1)	842		—		4,833		—
Bally’s Quad Cities	162		658		1,790		658
Richmond, Virginia(2)	13		—		1,890		—
Bally’s Atlantic City	2		683		1,144		2,203
Bally’s Shreveport	37		727		964		1,758
Bally’s Lake Tahoe	82		—		947		—
Bally’s Kansas City and Bally’s Vicksburg	—		497		107		1,359
Other(3)	1,581		175		2,041		986
Total	6,797		2,740		37,457		6,964
Restructuring expense	—		—		—		20
Total acquisition, integration and restructuring	$	6,797	$	2,740	$	37,457	$	6,984

(1) Costs associated with the acquisition of SportCaller, MKF, AVP and Telescope, which are included within the Bally Interactive division.

(2) Costs associated with a proposal to develop a casino in the City of Richmond, Virginia, which the Company is no longer pursuing.

(3) Includes costs in connection with the development of a casino in Centre County, Pennsylvania in addition to the acquisitions of Tropicana Las Vegas, Bally’s Black Hawk, Dover Downs and other pending and closed acquisitions.

11.    LONG-TERM DEBT

As of September 30, 2021 and December 31, 2020, long-term debt consisted of the following:

(in thousands)	September 30, 2021		December 31, 2020
Term Loan principal	$	564,813	$	569,125
Revolving Credit Facility	225,000		35,000
6.75% Senior Notes due 2027	315,000		525,000
5.625% Senior notes due 2029	750,000		—
5.875% Senior notes due 2031	750,000		—
Less: Unamortized original issue discount	(22,467)		(11,771)
Less: Unamortized deferred financing fees	(20,175)		(17,499)
Long-term debt, including current maturities	2,562,171		1,099,855
Less: Current portion of Term Loan and Revolving Credit Facility	(5,750)		(5,750)
Long-term debt, net	$	2,556,421	$	1,094,105

32

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

May 2019 Senior Secured Credit Facility

On May 10, 2019, the Company entered into a credit agreement (the “Credit Agreement”) with Citizens Bank, N.A., as administrative agent, and the lenders party thereto, consisting of a $300 million Term Loan B facility (the “Term Loan Facility”) and a $250 million revolving credit facility (the “Revolving Credit Facility”). On May 11, 2020, the Company amended the Credit Agreement to increase the Term Loan Facility by $275 million to $525 million. On March 9, 2021, the Company amended the Credit Agreement to increase the borrowing limit under the Revolving Credit Facility to $325 million.

As of September 30, 2021, there were $225.0 million of outstanding borrowings under the Revolving Credit Facility at a weighted average interest rate of 4.73%. As of September 30, 2021, the interest rate for the increased portion of the Term Loan Facility was 10.25%.

The Company’s obligations under the Revolving Credit Facility and the Term Loan Facility were terminated and amounts outstanding were repaid in connection with the Company’s entry into the New Credit Facility on October 1, 2021 as described below under “Subsequent Events.”

6.75% Senior Notes due 2027

On May 10, 2019, the Company issued $400 million aggregate principal amount of 6.75% unsecured senior notes due June 1, 2027, and, on October 9, 2020, the Company issued an additional $125 million aggregate principal amount of 6.75% unsecured senior notes due June 1, 2027 (together, the “Senior Notes”).

On September 7, 2021, the Company redeemed $210 million aggregate principal amount of the Senior Notes at a redemption price of 106.750% of the principal amount using a portion of the proceeds of the Company’s April 2021 public offering of common stock. Accordingly, as of September 30, 2021, $315 million aggregate principal amount of the Senor Notes remained outstanding. On October 5, 2021, the Company redeemed the remaining $315 million aggregate principal amount of the Senior Notes at a redemption price of 109.074% of the principal amount using a portion of the proceeds of its New Term Loan Facility described below under “Subsequent Events.” As of October 5, 2021, no amounts pertaining to these Senior Notes remained outstanding.

In connection with the redemption of $210 million aggregate principal amount of Senior Notes on September 7, 2021, as noted above, the Company recorded a loss on extinguishment of debt of $19.4 million during the three months ended September 30, 2021.

The Company was in compliance with all debt covenants as of September 30, 2021.

New Senior Notes

On August 20, 2021, two unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 (the “2029 Notes”) and $750.0 million aggregate principal amount of 5.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and U.S. Bank National Association, as trustee. Certain of the net proceeds from the New Senior Notes offering were placed in escrow accounts for use in connection with the Gamesys Acquisition.

There are no operations at Bally’s Corporation. Cash held was de minimis at September 30, 2021 and December 31, 2020.

Subsequent Events

Company Assumption of New Senior Notes Issuer Obligation

On October 1, 2021, upon the closing of the Gamesys Acquisition, the Company assumed the issuer obligation under the New Senior Notes.

The New Senior Notes are guaranteed, jointly and severally, by each of the Company’s restricted subsidiaries that guarantees the Company’s obligations under its New Credit Facility.

33

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The 2029 Notes mature on September 1, 2029 and the 2031 Notes mature on September 1, 2031. Interest is payable on the New 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 New Senior Notes at any time prior to September 1, 2024, in the case of the 2029 Notes, and September 1, 2026, in the case of the 2031 Notes, at prices equal to 100% of the principal amount of the New Senior Notes to be redeemed plus certain “make-whole” premiums, plus accrued and unpaid interest. In addition, prior to September 1, 2024, the Company may redeem up to 40% of the original principal amount of each series of the New Senior Notes with proceeds of certain equity offerings at a redemption price equal to 105.625% of the principal amount, in the case of the 2029 Notes, and 105.875%, in the case of the 2031 Notes, plus accrued and unpaid interest. The Company may redeem some or all of the New Senior Notes at any time on or after September 1, 2024, in the case of the 2029 Notes, and September 1, 2026, in the case of the 2031 Notes, at certain redemption prices set forth in the indenture plus accrued and unpaid interest.

The indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1) incur additional indebtedness, (2) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, (3) enter into certain transactions with affiliates, (4) sell or otherwise dispose of assets, (5) create or incur liens and (6) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are subject to exceptions and qualifications set forth in the indenture.

New Credit Facility

On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “New 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 “New Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “New Revolving Credit Facility”), which will mature in 2026. The New Revolving Credit Facility was undrawn at closing.

The credit facilities allow the Company to increase the size of the New Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the New Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $650 million and 100% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the New Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio as set out in the New 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.

Borrowings under the credit facilities bear interest at a rate equal to, at the Company’s option, either (1) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing, 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 LIBOR 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 New Revolving Credit Facility a 0.50% or 0.375% commitment fee in respect of commitments under the New 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 New Credit Agreement. The New Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when borrowings under the New Revolving Credit Facility exceed 30% of the total revolving commitment.

34

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

12.    LEASES

GLPI Master Lease

In connection with the acquisition of Bally’s Evansville, an affiliate of GLPI has agreed to acquire the real estate associated with the Evansville Casino from the Seller for $340.0 million and lease it to the Company under a master lease agreement (the “Master Lease”). GLPI has also agreed to acquire the real estate associated with Dover Downs for $144.0 million and lease it back to the Company under the Master Lease. The Master Lease with GLPI has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $40.0 million, subject to escalation. The acquisition of Evansville and commencement of the Master Lease was June 4, 2021.

During the second quarter of 2021, the Company sold the real estate associated with Dover Downs to GLPI and recorded a gain of $53.4 million representing the difference in the transaction price and the derecognition of assets. This gain is reflected as “Gain on sale-leaseback” in the condensed consolidated statements of operations.

During the second quarter of 2021, the company recognized a lease liability and corresponding right of use asset of $117.3 million and $276.9 million related to Dover Downs and Bally’s Evansville, respectively. These leases are accounted for as operating leases within the provisions of ASC 842 over the lease term or until a re-assessment event occurs.

Operating Leases

In addition to the operating lease components under the GLPI Master Lease, the Company is committed under various long-term operating lease agreements primarily related to submerged tidelands, property and equipment at Hard Rock Biloxi, Bally’s Kansas City, Bally’s Shreveport, and Bally’s Lake Tahoe. These 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 a credit-adjusted secured borrowing rate commensurate with the term of the lease.

In the second quarter of 2021, in connection with the acquisition of Bally’s Lake Tahoe, the Company assumed a lease for the real estate and land underlying the operations of the Bally’s Lake Tahoe facility. The original term of the lease expires on December 31, 2035, at which point the Company will have five options to renew the lease for additional periods of five years each. The renewal options have not been included in the calculation of the lease liability or right of use asset as the Company is not reasonably certain to exercise the options. The fixed rent due under the lease can escalate each year based on changes in CPI. Additionally, the Company is obligated to pay an annual percentage rent based on property net revenues.

Additionally, certain of the Company’s subsidiaries lease office space, parking space, memorabilia and equipment under agreements classified as operating leases that expire on various dates through 2027. Variable expenses generally represent the Company’s share of the landlord’s operating expenses, percentage rent and CPI increases. The Company does not have any leases classified as financing leases.

The Company had operating lease liabilities of approximately $525.5 million and $63.5 million as of September 30, 2021 and December 31, 2020, respectively, and right of use assets of approximately $499.1 million and $36.1 million as of September 30, 2021 and December 31, 2020, respectively, which were included in the condensed consolidated balance sheets.

35

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following summarizes quantitative information about the Company’s operating leases:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Operating leases:
Operating lease costs	$	13,214	$	1,083	$	20,909	$	2,183
Variable lease costs	706		13		1,624		37
Operating lease expense	13,920		1,096		22,533		2,220
Short-term lease expense	5,084		526		7,907		1,381
Total lease expense	$	19,004	$	1,622	$	30,440	$	3,601

Supplemental cash flow and other information for the three and nine months ended September 30, 2021 and 2020, related to operating leases was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	$	12,249	$	543	$	18,386	$	1,642
Right of use assets obtained in exchange for operating lease liabilities	$	1,106	$	—	$	127,729	$	116

	September 30, 2021		December 31, 2020
Weighted average remaining lease term	15.9 years		24.3 years
Weighted average discount rate	6.2	%	7.3	%

As of September 30, 2021, future minimum rental commitments under noncancelable operating leases are as follows:

(in thousands)	September 30, 2021
Remaining 2021	$	14,934
2022	52,256
2023	52,292
2024	52,304
2025	52,092
Thereafter	611,680
Total	835,558
Less: present value discount	(310,106)
Operating lease liabilities	$	525,452

Future operating lease payments as shown above include $108.1 million related to extension options that are reasonably certain of being exercised.

The Company also has leasing arrangements with third-party lessees at its properties. Leasing arrangements for which the Company acts as a lessor are not deemed material as of September 30, 2021 and December 31, 2020.

36

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

13.    EQUITY PLANS

Equity Incentive Plans

The Company has three equity incentive plans: the 2010 BLB Worldwide Holdings, Inc. Stock Option Plan (the “2010 Option Plan”), the 2015 Stock Incentive Plan (“2015 Incentive Plan”) and the Bally’s Corporation 2021 Equity Incentive Plan (“2021 Incentive Plan”), collectively (the “Equity Incentive Plans”).

The 2010 Option Plan provided for options to acquire 2,455,368 shares of the Company’s common stock. Options granted to employees, officers and directors of the Company under the 2010 Option Plan vested on various schedules by individual as defined in the individual participants’ option agreements. Vested options can generally be exercised all or in part at any time until the tenth anniversary of the date of grant. Effective December 9, 2015, it was determined that no new awards would be granted under the 2010 Option Plan. During the nine months ended September 30, 2021, there were 70,000 options exercised at a weighted average exercise price of $4.31 per share and an aggregate intrinsic value of $0.3 million. As of September 30, 2021, there were 20,000 unexercised options outstanding.

The 2015 Incentive Plan provided for the grant of stock options, restricted stock award (“RSAs”), restricted share units (“RSUs”), performance share units (“PSUs”) and other stock-based awards (collectively, “restricted awards”) (including those with performance-based vesting criteria) to employees, directors or consultants of the Company. The 2015 Incentive Plan authorized for the issuance of up to 1,700,000 shares of the Company’s common stock pursuant to grants of awards made under the plan. Effective May 18, 2021, no new awards will be granted under the 2015 Incentive Plan as a result of the new 2021 Incentive Plan being approved at the Company’s 2021 Annual Shareholder Meeting. The 2021 Incentive Plan provides for the grant of stock options, RSAs, RSUs, PSUs and other awards (including those with performance-based vesting criteria) to employees, directors or consultants of the Company. The 4,250,000 shares of the Company’s common stock, decreased by the number of shares subject to awards granted under the 2015 Incentive Plan between December 31, 2020 and May 18, 2021, or 221,464 shares, plus any shares subject to awards granted under the 2021 Incentive Plan or the 2015 Incentive Plan that are added back to the share pool under the 2021 Incentive Plan pursuant to the plan’s share counting rules, are authorized for issuance under the 2021 Incentive Plan. During the nine months ended September 30, 2021, the Company granted 488,009 restricted awards with an aggregate intrinsic value of $27.5 million of which 221,667 were granted under the 2015 Incentive Plan and 266,342 were granted under the 2021 Incentive Plan. As of September 30, 2021, 3,707,178 shares remain available for grant under the 2021 Incentive Plan, which includes shares added back to the share pool based on share counting rules. There were 875,988 restricted awards outstanding as of September 30, 2021.

Share-Based Compensation

The Company recognized total share-based compensation expense of $5.4 million and $13.8 million for the three and nine months ended September 30, 2021, respectively, and $1.8 million and $9.5 million for the three and nine months ended September 30, 2020, respectively. The total income tax benefit for share-based compensation arrangements was $1.5 million and $0.7 million for the three months ended September 30, 2021 and 2020, respectively, and $4.0 million and $3.6 million for the nine months ended September 30, 2021 and 2020, respectively.

14.    BENEFIT PLANS

The Company participates in and contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain of its union-represented employees. The Company acquired a defined benefit pension plan with the acquisition of Dover Downs on March 28, 2019 (“Dover Downs Pension Plan”) which is a non-contributory, tax qualified defined benefit pension plan that has been frozen since July 2011. 

37

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Dover Downs Defined Benefit Pension Plan

The net periodic benefit (income) cost and other changes in plan assets and benefit obligations, excluding service cost, is set forth in the table below for the three and nine months ended September 30, 2021 and 2020.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Service cost	$	—	$	—	$	—	$	—
Interest cost	224		223		672		669
Expected return on plan assets	(357)		(357)		(1,071)		(1,071)
Net periodic benefit income	$	(133)	$	(134)	$	(399)	$	(402)

Contributions

Minimum pension contributions of $0.5 million are required to be made to the Dover Downs Pension Plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in 2021. The Company expects to contribute approximately $0.7 million in 2021. The Company contributed $0.2 million and $0.4 million to the Dover Downs Pension Plan during the three and nine months ended September 30, 2021, respectively. In 2020, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), minimum required contributions for single-employer pension plans, including quarterly contributions, that were otherwise due during calendar year 2020 were instead due January 1, 2021. During the three and nine months ended September 30, 2020, the Company contributed $0.5 million to the Dover Downs Pension Plan which included the minimum required contributions for first and second quarters of 2020, including all applicable interest after having elected not to make a contribution to the Dover Downs Pension Plan for the first quarter of 2020, as well as the final payment for the 2019 plan year.

401(k) Plan

The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code covering non-union employees and certain union employees that reside in the United States. The plan allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plan. Total employer contribution expense was $0.9 million and $0.1 million for the three months ended September 30, 2021 and 2020, respectively, and $2.2 million and $0.6 million for the nine months ended September 30, 2021 and 2020, respectively.

15.    STOCKHOLDERS’ EQUITY

Capital Return Program and Quarterly Cash Dividend

On June 14, 2019, the Company announced that its Board of Directors approved a capital return program under which the Company could expend a total of up to $250 million for a share repurchase program and payment of dividends. 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. The Company expects to fund any share repurchases and dividends from existing capital resources. There is no fixed time period to complete share repurchases.

On July 26, 2019, the Company completed a modified Dutch auction tender offer (“Offer”), purchasing 2,504,971 common shares at an aggregate purchase price of $73.9 million. The Offer was funded with cash on hand.

On February 10, 2020 and October 4, 2021, the Board of Directors approved increases in the capital return program of $100 million and $350 million, respectively.

38

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Total share repurchase activity, including a private repurchase transaction, during the nine months ended September 30, 2020 was as follows:

(in thousands, except share data)	Nine Months Ended September 30, 2020
Number of common shares repurchased	1,812,393
Total cost	$	33,292
Average cost per share, including commissions	$	18.37

__________________________________

There was no share repurchase activity during the nine months ended September 30, 2021.

Common Stock Offering

On April 20, 2021, the Company completed an underwritten public offering of common stock at a price to the public of $55.00 per share. The Company issued a total of 12,650,000 shares of Bally’s common stock in the offering, which included 1,650,000 shares issued pursuant to the full exercise of the underwriters' over-allotment option.

The net proceeds from the offering were approximately $671.4 million, after deducting underwriting discounts, but before expenses.

On April 20, 2021, the Company issued to affiliates of Sinclair a warrant to purchase 909,090 common shares for an aggregate purchase price of $50.0 million, the same price per share as the public offering price in Bally’s common stock public offering ($55.00 per share). The net proceeds were used to finance a portion of the purchase price of the Gamesys acquisition.

The exercise price of the warrant is nominal, and its exercise is subject to, among other conditions, requisite gaming authority approvals. Sinclair agreed not to acquire more than 4.9% of Bally’s outstanding common shares without such approvals. In addition, in accordance with the agreements that Bally’s and Sinclair entered into in November 2020, Sinclair exchanged 2,086,908 common shares for substantially identical warrants.

Treasury Stock

The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. Upon settlement, these shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. There was no share repurchase activity during the three and nine months ended September 30, 2021. As mentioned above, Sinclair exchanged 2,086,908 common shares for substantially identical warrants. The common stock received by the Company was recorded as treasury stock and subsequently retired during the second quarter of 2021. The Company retired 10,042 and 2,099,268 shares of its common stock held in treasury during the three and nine months ended September 30, 2021, respectively. The Company retired 10,892,083 shares of its common stock held in treasury during the nine months ended September 30, 2020. There were no shares retired during the three months ended September 30, 2020. The shares were returned to the status of authorized but unissued shares. As of September 30, 2021, there were no shares remaining in treasury.

During the nine months ended September 30, 2020, the Company paid cash dividends of $0.10 per common share, for a total cost of approximately $3.2 million. There were no cash dividends paid during the nine months ended September 30, 2021. As of September 30, 2021 and December 31, 2020, $84.9 million remained available for use under the above-mentioned capital return program.

39

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Shares Outstanding

As of September 30, 2021, the Company had 44,581,568 common shares issued and outstanding. The Company issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of certain performance targets. These incremental shares and the shares issued by the consummation of the Gamesys acquisition on October 1, 2021 are summarized below:

Sinclair Penny Warrants (Note 2)	7,911,724
Sinclair Performance Warrants (Note 2)	3,279,337
Sinclair Options(1) (Note 2)	1,639,669
Monkey Knife Fight penny warrants (Note 5)	24,611
Monkey Knife Fight contingent shares (Note 5)	787,557
Telescope contingent shares (Note 5)	75,678
SportCaller contingent shares(2) (Note 5)	230,830
Gamesys acquisition (Note 1)	9,773,537
Outstanding awards under Equity Incentive Plans (Note 13)	895,988
	24,618,931

__________________________________

(1) Consists of four equal tranches to purchase shares with exercise prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing of the Sinclair Agreement.

(2) The contingent consideration related to the SportCaller acquisition is 10M EUR, payable in shares subject to certain post-acquisition earnout targets and based on share price at time of payment. For purposes of this estimate, the Company used the EUR>USD conversion rate of 1.1574 as of September 30, 2021 and the closing share price of Company common shares of $50.14 per share to calculate the shares expected to be issued if all earn-out targets are met.

NOTE 16.    ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table reflects the changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2021. There was no change in accumulated other comprehensive loss for the nine months ended September 30, 2020.

(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2020	$	—	$	(3,144)	$	(3,144)
Current period other comprehensive loss	(1,414)		—		(1,414)
Reclassification adjustment to net earnings(1)	—		122		122
Accumulated other comprehensive loss at September 30, 2021	$	(1,414)	$	(3,022)	$	(4,436)

__________________________________

(1) Approximately $40 thousand for each quarter ended March 31, June 30, and September 30, 2021.

40

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

17.    SEGMENT REPORTING

During the second quarter of 2021, the Company updated its reporting segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. The growth and diversification achieved through the Company’s recent and pending acquisitions has resulted in a change in the way the Company’s chief operating decision maker makes operating decisions, assesses the performance of the business and allocates resources. As a result of this realignment, the Company determined it had four operating segments: East, West, Bally Interactive and Bally’s Arapahoe Park. Bally Interactive and Bally’s Arapahoe Park were determined to be immaterial operating segments and are therefore, included in the “Other” category along with interest expense and certain corporate operating expenses that are not allocated to the other segments, including, among other expenses, share-based compensation, merger and acquisition costs and certain non-recurring charges. The properties included within the East and West reportable segments, along with the components of the Other category, are as follows:

East	West	Other
Bally’s Twin River Lincoln Casino Resort (1)	Hard Rock Biloxi (3)	Bally Interactive(5)
Bally’s Tiverton Casino & Hotel (1)	Bally’s Vicksburg (3)	Bally’s Arapahoe Park
Dover Downs (2)	Bally’s Kansas City Casino (4)	Twin River Management Group (6)
Bally’s Atlantic City (2)	Bally’s Black Hawk (4)
Bally’s Evansville	Bally’s Shreveport Casino & Hotel(3)
	Bally’s Lake Tahoe Casino Resort
	Bally’s Quad Cities Casino Hotel

___________________________________________

(1) Previously reported within the “Rhode Island” segment.

(2) Previously reported within the “Mid-Atlantic” segment.

(3) Previously reported within the “Southeast” segment.

(4) Previously reported within the “West” segment.

(5) Immaterial operating segment which includes SportCaller, MKF and Bally Interactive (formerly Bet.Works) as well as online and mobile sports betting operations.

(6) Immaterial operating segment that includes interest expense and certain operating expenses that are not allocated to the other segments, which include, among other expenses, share-based compensation, merger and acquisition costs and certain non-recurring charges.

The Company is currently evaluating the acquisition of Gamesys for segment reporting purposes, but it is expected that it will be reported as International Interactive and the Company’s existing operating segment Bally Interactive, will be reported as North America Interactive. It is expected that the pending acquisition of Tropicana Las Vegas will be reported in the West and the Pennsylvania development project will be included in the East.

As of September 30, 2021, the Company’s operations are predominately within the United States and has immaterial operations in other jurisdictions. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

41

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table shows revenues, income (loss), and identifiable assets for each of the Company’s reportable segments. The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements. The prior year results presented below were reclassified to conform to the new segment presentation.

(in thousands)	East		West		Other		Total
Three Months Ended September 30, 2021
Total revenue	$	176,975	$	124,603	$	13,201	$	314,779
Income (loss) from operations	34,469		31,217		(37,952)		27,734
Net income (loss)	25,386		24,001		(107,032)		(57,645)
Depreciation and amortization	5,763		8,279		14,958		29,000
Interest expense, net of amounts capitalized	15		—		31,838		31,853
Change in value of naming rights liabilities	—		—		6,965		6,965
Gain (adjustment) on bargain purchases	—		—		(1,039)		(1,039)
Capital expenditures	13,630		11,050		6,693		31,373
Goodwill	84,148		117,804		242,956		444,908
Total assets	1,282,971		1,090,759		2,595,973		4,969,703
Three Months Ended September 30, 2020
Total revenue	$	59,065	$	55,900	$	1,659	$	116,624
Income (loss) from operations	14,578		14,524		(5,719)		23,383
Net income (loss)	10,702		11,381		(15,360)		6,723
Depreciation and amortization	5,571		4,279		82		9,932
Interest expense, net of amounts capitalized	30		—		16,920		16,950
Capital expenditures	914		2,104		100		3,118
Goodwill	84,148		102,423		—		186,571
Total assets	627,654		593,038		36,189		1,256,881
Nine Months Ended September 30, 2021
Total revenue	$	408,458	$	343,190	$	23,130	$	774,778
Income (loss) from operations	124,825		100,693		(87,778)		137,740
Net income (loss)	90,353		77,397		(167,158)		592
Depreciation and amortization	17,275		21,695		28,533		67,503
Interest expense, net of amounts capitalized	49		—		74,431		74,480
Gain on sale-leaseback	(53,425)		—		—		(53,425)
Change in value of naming rights liabilities	—		—		(1,371)		(1,371)
Gain on bargain purchases	—		—		23,075		23,075
Capital expenditures	25,436		33,773		7,949		67,158
Goodwill	84,148		117,804		242,956		444,908
Total assets	1,282,971		1,090,759		2,595,973		4,969,703
Nine Months Ended September 30, 2020
Total revenue	$	146,848	$	104,039	$	3,809	$	254,696
Income (loss) from operations	9,096		8,295		(18,140)		(749)
Net income (loss)	6,602		7,710		(40,022)		(25,710)
Depreciation and amortization	18,022		9,804		228		28,054
Interest expense, net of amounts capitalized	107		—		43,581		43,688
Capital expenditures	4,299		3,524		743		8,566
Goodwill	84,148		102,423		—		186,571
Total assets	627,654		593,038		36,189		1,256,881

42

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

18.    EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per common share is calculated in accordance with ASC 260, Earnings Per Share, which requires entities that have issued securities other than common stock that participate in dividends with common stock (“participating securities”) to apply the two-class method to compute basic earnings (loss) per common share. The two-class method is an earnings allocation method under which basic earnings (loss) per common share is calculated for each class of common stock and participating security as if all such earnings had been distributed during the period. To calculate basic earnings (loss) per share, the earnings allocated to common shares is divided by the weighted average number of common shares outstanding, contingently issuable warrants, and RSUs, RSAs, and PSUs for which no future service is required as a condition to the delivery of the underlying common stock (collectively, basic shares).

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.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2021		2020		2021		2020
Net (loss) income	$	(57,645)	$	6,723	$	592	$	(25,710)
Weighted average common shares outstanding - basic	49,506		30,458		45,573		30,825
Weighted average effect of dilutive securities	—		177		303		—
Weighted average common shares outstanding - diluted	49,506		30,635		45,876		30,825
Basic earnings (loss) per share	$	(1.16)	$	0.22	$	0.01	$	(0.83)
Diluted earnings (loss) per share	$	(1.16)	$	0.22	$	0.01	$	(0.83)

There were 4,953,791 and 4,922,577 share-based awards that were considered anti-dilutive for the three and nine months ended September 30, 2021, respectively. There were 88,244 share-based awards that were considered anti-dilutive for the nine months ended September 30, 2020. There were no share-based awards that were considered anti-dilutive for the three months ended September 30, 2020.

On November 18, 2020, the Company issued penny warrants, performance-based warrants, and options 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 warrants and options do not participate in net losses. The penny warrants were considered exercisable for little to no consideration and are therefore, included in basic shares outstanding at their issuance date. For the three and nine months ended September 30, 2021, the shares underlying the performance warrants were anti-dilutive as certain contingencies were not met. Refer to Note 2 “Significant Accounting Policies” for further information regarding the Sinclair Transaction.

43

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

19.    CORRECTION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In connection with finalizing the third quarter 2022 financial reporting process, a prior period accounting error was identified in the Company’s previously reported unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2021 (the “previously reported financial statements”). Based on management’s evaluation of the error in consideration of the SEC Staff’s Accounting Bulletins Nos. 99 (“SAB 99”) and 108 (“SAB 108”) and interpretations therewith, the Company concluded the error is not material to the Company’s previously reported financial statements. However, the Company further concluded that the error could not be corrected as an out-of-period adjustment in the Company’s current period unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2022, because to do so would cause a material misstatement in those financial statements. Accordingly, the Company referred to the guidance prescribed by SAB 108 which specifies that the error must be corrected the next time the previously reported financial statements are filed. Therefore, in conjunction with the Company’s filing of this Form 10-Q/A to amend management’s assessment of the Company’s internal controls over financial reporting and disclosure controls and procedures, the Company corrected the error in the accompanying unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2021 as an immaterial revision of the previously reported financial statements and related notes thereto.

The following is a description of the accounting error and its impact on the Company’s previously reported financial statements:

In anticipation of the Company’s planned acquisition of Gamesys and to comply with the “certain funds” requirements under UK law, approximately $1.80 billion US dollars were converted into approximately £1.31 billion GB pound sterling (“GB sterling”) in August 2021 and held as restricted cash for use in the acquisition. The GB sterling spot rate declined as compared to the corresponding rate on the date of conversion, which resulted in a foreign exchange loss of approximately $42.9 million as of September 30, 2021. The Company recognized the loss as an unrealized loss – foreign currency translation adjustment – in the Company’s previously reported unaudited interim condensed consolidated statement of comprehensive income (loss) for the three- and nine-month periods ended September 30, 2021. However, as prescribed by ASC 830, Foreign Currency Matters, (“ASC 830”), since the Company’s functional currency is the US dollar, the $42.9 million should have been recognized as a loss on foreign currency translation in the Company’s previously reported unaudited interim condensed consolidated statement of operations for the three- and nine-month periods ended September 30, 2021. As a result, other expenses and net (loss) for the three month period ended September 30, 2021 were understated by $42.9 million and other expenses and net income for the nine month period ended September 30, 2021 was understated and overstated by $42.9 million in the Company’s previously reported unaudited interim condensed consolidated statement of operations. Similarly, foreign currency translation adjustment and total other comprehensive loss were overstated by $42.9 million, respectively, in the Company’s previously reported unaudited interim condensed consolidated statement of comprehensive loss for the three and nine month periods ended September 30, 2021 and accumulated other comprehensive loss and retained deficit were overstated and understated, respectively, by $42.9 million in the Company’s previously reported unaudited interim condensed consolidated statement of stockholders’ equity for the three- and nine-month periods ended September 30, 2021. Given the non-deductible nature of foreign currency translation gains and losses, the error had no impact on the Company’s previously reported income tax account balances.

The following tables present the impact of correcting the error on the Company’s previously reported unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2021 (in thousands):

Consolidated Balance Sheet as of September 30, 2021	As Previously Issued		Adjustment		As Revised
Retained deficit	$	(8,328)	$	(42,898)	$	(51,226)
Accumulated other comprehensive (loss) income	(47,334)		42,898		(4,436)

44

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Consolidated Statement of Operations for the Three Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Foreign exchange loss, net(1)	$	2	$	(42,898)	$	(42,896)
Other, net(1)	(3,084)		—		(3,084)
Total other expense, net	(47,881)		(42,898)		(90,779)
Loss before provision for income taxes	$	(20,147)	$	(42,898)	$	(63,045)
Net loss	(14,747)		(42,898)		(57,645)
Basic loss per share	(0.30)		(0.86)		(1.16)
Diluted loss per share	(0.30)		(0.86)		(1.16)

__________________________________

(1)    Foreign exchange loss, net was included in Other, net in the previously issued Form 10-Q for the period ended September 30, 2021.

Consolidated Statement of Operations for the Nine Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Foreign exchange loss, net(1)	$	(455)	$	(42,898)	$	(43,353)
Other, net(1)	(6,450)		—		(6,450)
Total other expense, net	(77,499)		(42,898)		(120,397)
Income (loss) before provision for income taxes	$	60,241	$	(42,898)	$	17,343
Net income (loss)	43,490		(42,898)		592
Basic income (loss) per share	0.95		(0.94)		0.01
Diluted income (loss) per share	0.95		(0.94)		0.01

__________________________________

(1)    Foreign exchange loss, net was included in Other, net in the previously issued Form 10-Q for the period ended September 30, 2021.

Consolidated Statement of Comprehensive (Loss) Income for the Three Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Net loss	$	(14,747)	$	(42,898)	$	(57,645)
Foreign currency translation adjustment	(43,679)		42,898		(781)
Other comprehensive (loss) income	(43,638)		42,898		(740)

Consolidated Statement of Comprehensive (Loss) Income for the Nine Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Net income (loss)	$	43,490	$	(42,898)	$	592
Foreign currency translation adjustment	(44,312)		42,898		(1,414)
Other comprehensive (loss) income	(44,190)		42,898		(1,292)

Consolidated Statement of Stockholders' Equity for the Three Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Retained deficit	$	(8,328)	$	(42,898)	$	(51,226)
Net loss	(14,747)		(42,898)		(57,645)
Accumulated other comprehensive (loss) income	(47,334)		42,898		(4,436)
Other comprehensive (loss) income	(43,638)		42,898		(740)

45

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Net income (loss)	$	43,490	$	(42,898)	$	592
Foreign exchange loss, net(1)	455		42,898		43,353
Other operating activities(1)	4,260		—		4,260

__________________________________

(1)    Foreign exchange loss, net was included in Other operating activities in the previously issued Form 10-Q for the period ended September 30, 2021

46

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

20.    SUBSEQUENT EVENTS

Acquisitions

On October 1, 2021, the Company completed its acquisition of Gamesys for approximately £1.554 billion in cash and 9,773,537 of the Company’s common shares, subject in each case to customary adjustments. The Company financed the Acquisition and refinanced its and Gamesys’ debt, utilizing, among other sources, the net proceeds from Bally’s April 2021 common stock offering, the proceeds of borrowings under new bank credit facilities, as well as the issuance of new bonds. Refer to Note 1 “General Information” for further information.

On October 25, 2021, the Company acquired Degree 53 Limited (“Degree 53”), a UK-based creative agency that specializes in multi-channel website and personalized mobile app and software development for the online gambling and sports industries.

Senior Notes

On October 1, 2021, Bally’s assumed the issuer obligation under two series of notes issued into escrow on August 20, 2021: $750 million aggregate principal amount of 5.625% senior notes due 2029 and $750 million aggregate principal amount of 5.875% Senior Notes due 2031. Refer to Note 11 “Long-Term Debt” for further information.

Credit Facility

On October 1, 2021, Bally’s entered into a credit agreement providing for senior secured credit facilities consisting of a $1.945 billion senior secured first lien term loan facility and an undrawn $620 million senior secured first lien revolving credit facility. Refer to Note 11 “Long-Term Debt” for further information.

Capital Return Program

On October 4, 2021, the Board of Directors approved an increase in the capital return program of $350 million. Refer to Note 15 “Stockholders’ Equity” for further information.

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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, without limitation:

•uncertainties surrounding the COVID-19 pandemic, including limitations on our operations, increased costs, changes in customer behaviors, impact on our employees and the ongoing impact of COVID-19 on general economic conditions;

•unexpected costs, difficulties integrating and other events impacting our recently completed and proposed 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 iGaming and sports betting and the highly competitive and rapidly changing aspects of our businesses generally;

•the very substantial regulatory restrictions applicable to us, including costs of compliance;

•restrictions and limitations in agreements to which we are subject, including our debt; 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, 2020 as filed with the SEC on March 10, 2021 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 to place undue reliance on our forward-looking statements.

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Introduction

As disclosed in Note 19 of the condensed consolidated financial statements, the Company’s condensed consolidated financial statements as of September 30, 2021 have been revised to give effect to the correction of an error related to the conversion of cash held in foreign currency to USD which was recorded as an unrealized loss within comprehensive income (loss) instead of within non-operating income (expense) within its consolidated statements of operations in accordance with ASC 830, Foreign Currency Matters, (“ASC 830”). As a result, the Management’s Discussion and Analysis of the Company’s Financial Condition and Results of Operation set forth below has been revised to give effect to the correction of the accounting error, which was not material to any period presented. In addition, the presentation of Adjusted EBITDA was updated to reflect the Company’s current presentation which was revised subsequent to the Original Filing. Otherwise, the information contained in this MD&A is as of the date of the Original Filing and does not reflect any information or events occurring after the date of the Original Filing.

Overview

We are a global casino-entertainment company with a growing omni-channel presence of Online Sports Betting and iGaming offerings. We own and manage 14 land-based casinos in ten states in the United States. In 2020, we acquired the rights to the name “Bally’s” as part of our strategy to become the leading U.S. full-service sports betting/iGaming company with physical casinos and online gaming solutions united under a single, prominent brand. We took other key steps to build our iGaming and sports betting business in the past year, including entering into a strategic partnership with Sinclair Broadcast Group, Inc. (“Sinclair”) to leverage the Bally’s brand and combine our sports betting technology with Sinclair’s expansive national footprint, which includes 188 local TV stations, 21 regional sports networks (of which 19 have been rebranded Bally’s Sports), the STIRR streaming service, the Tennis Channel and five stadium digital TV and internet sports networks. On October 1, 2021, we acquired Gamesys Group, Plc. (“Gamesys”), a leading international online gaming operator that provides entertainment to a global consumer base. Also in 2021, we have acquired Bally Interactive, formerly Bet.Works, a sports betting platform provider, SportsCaller, a leading B2B free-to-play (“FTP”) game provider, Monkey Knife Fight, the third-largest fantasy sports platform in North America, the Association of Volleyball Professionals (“AVP”), a premier professional beach volleyball organization, and Telescope Inc. (“Telescope”), the leading provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams.

Our casino properties on a combined basis have 706,426 square feet of gaming space, approximately 15,028 slot machines or VLTs, 501 gaming tables, 72 stadium gaming positions, 71 dining establishments, 37 bars, 3,885 hotel rooms and seven entertainment venues.

2021 Acquisition Update

We seek to continue to grow our business by actively pursuing the acquisition and development of new gaming opportunities and reinvesting in our existing operations. We believe that interactive gaming, including mobile sports betting and iGaming, represent a significant strategic opportunity for our future growth. In addition, we seek to increase revenues at our brick and mortar casinos 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 and pending acquisitions have expanded and will, in the case of the pending acquisitions, further expand both our operating and digital/interactive footprints, provide us access to the potentially lucrative interactive mobile sports betting and iGaming markets, and diversify us from a financial standpoint, while continuing to mitigate our susceptibility to regional economic downturns, idiosyncratic regulatory changes and increases in regional competition.

Gamesys Acquisition

On October 1, 2021, we acquired Gamesys, a leading UK-based global online gaming operator. In connection with the acquisition, Gamesys shareholders received, in the aggregate, 9,773,537 shares of our common stock and approximately £1.544 billion in cash. Based on the October 1, 2021 closing price of $53.08 per share of the Company’s common stock, and a foreign exchange rate of 1.354, the aggregate consideration paid to former Gamesys shareholders was approximately $2.62 billion, or $518.8 million of the Company’s common stock and $2.10 billion in cash.

We believe that Gamesys’ proven technology platform will foster our continued buildout of our interactive offerings in North America, including real-money gaming options in online sports betting and iGaming. Additionally, unifying Bally’s and Gamesys’ player databases and technologies provides us with one of the largest portfolios of omni-channel cross-selling opportunities, consisting of land-based gaming, online sports betting, iCasino, poker, bingo, daily fantasy sports and free-to-

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play games. We believe that these offerings, coupled with our media partnership with Sinclair Broadcast Group, position the Company to capitalize on significant growth opportunities in the rapidly expanding U.S. online entertainment and sports betting markets.

Other 2021 Acquisitions

In addition to the Gamesys acquisition, we completed or signed definitive agreements for the following transactions in 2021:

•SportCaller - On February 5, 2021, we acquired SportCaller, one of the leading B2B FTP game providers for sports betting and media companies across North America, the UK, Europe, Asia, Australia, LATAM and Africa, for $24.0 million in cash and 221,391 shares of our common stock (valued at approximately $12.0 million), subject to adjustment, and up to $12.0 million in value of additional shares if SportCaller meets certain post-closing performance targets (calculated based on a $USD to Euro exchange ratio of 0.8334).

•Monkey Knife Fight - On March 23, 2021, we acquired MKF for immediately exercisable penny warrants to purchase up to 984,446 of our common shares (subject to adjustment) at closing and contingent penny warrants to purchase up to 787,557 additional of our common shares half of which are issuable on each of the first and second anniversary of closing. The total value of the warrants at signing was $90.0 million.

•Bally’s Lake Tahoe - On April 6, 2021, we acquired Bally’s Lake Tahoe Casino Resort, formally MontBleu Resort Casino & Spa, in Lake Tahoe, Nevada for $14.2 million, payable one year from the closing date, subject to customary post-closing adjustments.

•Tropicana Las Vegas - On April 13, 2021, we agreed to purchase the Tropicana Las Vegas Hotel and Casino in Las Vegas, Nevada from GLPI. The purchase price for the Tropicana property’s non-land assets is $150 million. In addition, we agreed to lease the land underlying the Tropicana property from GLPI for an initial term of 50 years at annual rent of $10.5 million, subject to increase over time. We also will enter into a sale-and-leaseback with GLPI relating to our Bally’s Black Hawk, formerly Black Hawk Casinos, properties and the Bally’s Quad Cities property for $150 million. The lease will have initial annual fixed rent of $12.0 million, subject to increase over time.

•Bally Interactive - On May 28, 2021, we acquired Bally Interactive, formally Bet.Works Corp., for approximately $71.6 million in cash and 2,084,765 of our common shares, subject in each case to customary post-closing adjustments.

•Bally’s Evansville - On June 3, 2021, we acquired the Bally’s Evansville casino from Caesars Entertainment, Inc. The total purchase price was $139.7 million, subject to customary post-closing adjustments.

•Bally’s Quad Cities - On June 14, 2021, we acquired Bally’s Quad Cities Casino & Hotel in Rock Island, Illinois for $118.9 million in cash, subject to customary post-closing adjustments.

•Association of Volleyball Professionals (“AVP”) - On July 12, 2021, we acquired AVP, a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States.

•Telescope Inc. (“Telescope”) - On August 12, 2021 we acquired Telescope, the leading provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams.

•Degree 53 Limited (“Degree 53”) - On October 25, 2021 we acquired Degree 53, a UK-based creative agency that specializes in multi-channel website and personalized mobile app and software development for the online gambling and sports industries.

Operating Structure

As of September 30, 2021, the Company had four operating segments; East, West, Bally Interactive and Bally’s Arapahoe Park. In the second quarter of 2021, we changed our management structure to better align with our strategic growth initiatives in light of recent and pending acquisitions, which resulted in the re-alignment of our operating and reportable segments. The properties included within the East and West reportable segments, are as follows:

•East - includes Bally’s Twin River, Bally’s Tiverton, Dover Downs, Bally’s Atlantic City, and Bally’s Evansville

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•West - includes Hard Rock Biloxi, Bally’s Vicksburg, Bally’s Kansas City, Bally’s Shreveport, Bally’s Black Hawk, Bally’s Lake Tahoe, and Bally’s Quad Cities

Bally Interactive, which includes SportCaller, MKF, Bally Interactive, AVP, Telescope, our online and mobile sports betting operations, and Bally’s Arapahoe Park, were determined to be immaterial operating segments and are therefore, included in the “Other” category along with shared services provided by Twin River Management Group (our management subsidiary).

We are currently evaluating the acquisition of Gamesys for segment reporting purposes, but it is expected that it will be reported as International Interactive and our existing operating segment Bally Interactive, will be reported as North America Interactive. It is expected that the pending acquisition of Tropicana Las Vegas will be reported in the West and the Pennsylvania development project will be included in the East (explained below).

Strategic Partnership - Sinclair Broadcast Group

Our agreements with Sinclair provide for a long-term strategic partnership that combines our vertically integrated, proprietary sports betting technology and expansive market access footprint with Sinclair’s premier portfolio of local broadcast stations and live regional sports networks (“RSNs”), STIRR streaming service, its popular Tennis Channel, and digital and over-the-air television network, Stadium. Bally’s and Sinclair will partner to create unrivaled sports gamification content on a national scale, positioning Bally’s as a leading omni-channel gaming company with physical casinos and online sports betting and iGaming solutions united under a single brand.

Commencing April 1, 2021, Sinclair rebranded its 19 former Fox Sports RSNs to Bally Sports.

On April 12, 2021, we announced that we had entered into a memorandum of understanding with Sinclair to work collectively to facilitate the production and broadcast of Bally’s produced content during non-game windows. Together, we will also explore opportunities to include Bally’s programming in Sinclair-owned media platforms and affiliates other than the Bally Sports RSNs, which may include Sinclair's Tennis Channel and Stadium network assets.

Enabling Legislation and proposed Joint Venture with IGT in Rhode Island

On June 11, 2021, the Governor of Rhode Island signed into law the Marc A. Crisafulli Economic Development Act, which among other things, authorizes and directs the state to enter into and amend contracts with the Company and results in changes to our Regulatory Agreement in Rhode Island, including an increase in the ratios applicable to us and greater flexibility to complete sale-leaseback transactions. In addition, our master contract with Rhode Island will be extended on existing terms until June 30, 2043, and we have committed to investing $100 million in Rhode Island over this extended term, including an expansion and the addition of new amenities at Bally’s Twin River. This legislation authorizes a joint venture with International Gaming Technology PLC (“IGT”) to become a licensed technology provider and supply the State of Rhode Island with all VLTs at both Bally’s Twin River and Bally’s Tiverton for a 20-year period starting July 1, 2023. IGT would own 60% of the joint venture. As of July 1, 2021, until the joint venture is operating, we will supply 23% of all VLTs in return for 7% net terminal income from the machines.

COVID-19 Pandemic

The COVID-19 pandemic has significantly impacted, and is likely to continue to impact, our business in a material manner. As of March 16, 2020, all of our properties at the time were temporarily closed as a result of the COVID-19 pandemic. Our properties began to reopen in mid-2020 in some capacity and remained open for the rest of 2020, with the exception of Bally’s Twin River and Bally’s Tiverton which closed again from November 29, 2020 through December 20, 2020. All of our properties have reopened with minimal restrictions. Our revenues have begun to recover due to the recent increase in consumer confidence, reduction in travel restrictions, and faster than anticipated vaccine roll-out, and our operations are increasingly operating with less and less restrictions.

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While we are working closely with government officials on operational aspects of our re-opened properties and our desire to get additional amenities online, we cannot predict the duration of any limitations the government or we may impose on our operations. Continuing restrictions on our operations, the economic uncertainty that COVID-19 continues to cause and the personal risk tolerances of our customers have caused, and may continue to cause, our business to be negatively impacted. In light of the foregoing, we are unable to determine when, or if, all our properties will return to pre-pandemic demand.

Key Performance Indicator

The main key performance indicator used in managing our business is adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), a non-GAAP measure. Adjusted EBITDA is defined as earnings for the Company, or where noted our reporting segments, before, in each case, interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating income, 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.

We use Adjusted EBITDA to analyze the performance of our business and it is used as a determining factor for performance based compensation for members of our management team. We have historically used Adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period performance. Also, we present Adjusted EBITDA because it is used by some investors and creditors as an indicator 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. Adjusted EBITDA information is presented because management believes that it is a commonly used measure of performance in the gaming industry and that it is considered by many to be a key indicator of our operating results. Management believes that while certain items excluded from Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluating our earnings performance, it is useful to exclude such items when comparing current performance to prior periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods presented or they may not relate specifically to current operating trends or be indicative of future results. Adjusted EBITDA should not be construed as an alternative to GAAP net income, its most directly comparable GAAP measure, as an indicator of our performance. In addition, Adjusted EBITDA 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.

Third Quarter and First Nine Months 2021 Results

We reported revenue and income from operations of $314.8 million and $27.7 million, respectively, for the three months ended September 30, 2021, compared to revenue and loss from operations of $116.6 million and $23.4 million, respectively, for the same period last year. We reported revenue and income from operations of $774.8 million and $137.7 million, respectively, for the nine months ended September 30, 2021, compared to revenue and loss from operations of $254.7 million and $0.7 million, respectively for the same period last year. As of the third quarter of 2021, our properties have returned to full capacity and are operating under minimal restrictions. In the prior year, our properties were closed from mid-March into June 2020.

Other notable factors affecting our results for the three and nine months ended September 30, 2021 compared to the prior year comparable periods are as follows:

•$150.6 million of aggregate revenue from acquisitions in the fourth quarter of 2020, including Bally’s Atlantic City ($46.8 million) and Bally’s Shreveport ($28.7 million), and acquisitions in the first nine months of 2021, including Bally’s Evansville ($40.1 million), Bally’s Quad Cities ($12.3 million), Bally’s Lake Tahoe ($11.3 million), and those in the Bally Interactive operating segment ($11.4 million);

•$304.4 million of aggregate revenue from acquisitions completed in the fourth quarter of 2020, including Bally’s Atlantic City ($108.4 million) and Bally’s Shreveport ($90.6 million), and acquisitions in the first nine months of 2021, including Bally’s Evansville ($51.8 million), Bally’s Lake Tahoe ($21.0 million) and Bally’s Quad Cities ($14.6 million), and those in the Bally Interactive operating segment ($18.0 million).

•$53.4 million gain on sale-leaseback in connection with our sale of the Dover Downs property to GLPI during the second quarter of 2021;

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•$23.1 million gain on bargain purchases during the nine months ended September 30, 2021 related to the acquisitions of Bally’s Evansville and Bally’s Lake Tahoe;

Results of Operations

The following table presents, for the periods indicated, certain revenue and income items:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2021		2020		2021		2020
Total revenue	$	314.8	$	116.6	$	774.8	$	254.7
Income (loss) from operations	27.7		23.4		137.7		(0.7)
Net (loss) income	(57.6)		6.7		0.6		(25.7)

The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Total revenue	100.0	%	100.0	%	100.0	%	100.0	%
Gaming, racing, hotel, food and beverage, and other expenses	36.7	%	31.4	%	35.1	%	37.4	%
Advertising, general and administrative	45.4	%	37.7	%	41.9	%	46.2	%
Goodwill and asset impairment	—	%	—	%	0.6	%	3.4	%
Gain on sale-leaseback	—	%	—	%	(6.9)	%	—	%
Other operating costs and expenses	(0.2)	%	2.3	%	2.8	%	2.3	%
Depreciation and amortization	9.2	%	8.5	%	8.7	%	11.0	%
Total operating costs and expenses	91.2	%	80.0	%	82.2	%	100.3	%
Income (loss) from operations	8.8	%	20.0	%	17.8	%	(0.3)	%
Other income (expense)
Interest income	0.2	%	—	%	0.2	%	0.1	%
Interest expense	(10.1)	%	(14.5)	%	(9.6)	%	(17.2)	%
Change in value of naming rights liabilities	2.2	%	—	%	(0.2)	%	—	%
Gain (adjustment) on bargain purchases	(0.3)	%	—	%	3.0	%	—	%
Loss on extinguishment of debt	(6.2)	%	—	%	(2.5)	%	—	%
Foreign exchange loss, net	(13.6)	%	—	%	(5.6)	%	—	%
Other, net	(1.0)	%	—	%	(0.8)	%	—	%
Total other expense, net	(28.8)	%	(14.5)	%	(15.5)	%	(17.0)	%
(Loss) income before provision for income taxes	(20.0)	%	5.6	%	2.2	%	(17.3)	%
(Benefit) provision for income taxes	(1.7)	%	(0.2)	%	2.2	%	(7.2)	%
Net (loss) income	(18.3)	%	5.8	%	0.1	%	(10.1)	%

____________________________________________________________________________

Note: Amounts in table may not subtotal due to rounding.

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Segment Performance

The following table sets forth certain financial information associated with results of operations for the three and nine months ended September 30, 2021 and 2020. Non-gaming revenue includes hotel, food and beverage and other revenue. Non-gaming expenses include hotel, food and beverage and other expenses. All amounts are before any allocation of corporate costs.

(In thousands, except percentages)	Three Months Ended September 30,										Nine Months Ended September 30,
	2021			2020			$ Change		% Change		2021			2020			$ Change		% Change
Revenue:
Gaming and Racing revenue
East	$	131,644		$	50,318		$	81,326	161.6	%	$	310,186		$	115,894		$	194,292	167.6	%
West	95,674			46,338			49,336		106.5	%	275,928			81,412			194,516		238.9	%
Other	2,298			1,616			682		42.2	%	6,270			3,702			2,568		69.4	%
Total Gaming and Racing revenue	229,616			98,272			131,344		133.7	%	592,384			201,008			391,376		194.7	%
Non-gaming revenue
East	45,331			8,747			36,584		418.2	%	98,272			30,954			67,318		217.5	%
West	28,929			9,562			19,367		202.5	%	67,262			22,627			44,635		197.3	%
Other	10,903			43			10,860		25,255.8	%	16,860			107			16,753		15,657.0	%
Total Non-gaming revenue	85,163			18,352			66,811		364.1	%	182,394			53,688			128,706		239.7	%
Total revenue	314,779			116,624			198,155		169.9	%	774,778			254,696			520,082		204.2	%
Operating costs and expenses:
Gaming and Racing expenses
East	$	37,686		$	11,233		$	26,453	235.5	%	$	83,460		$	32,835		$	50,625	154.2	%
West	37,780			15,010			22,770		151.7	%	100,356			27,817			72,539		260.8	%
Other	1,704			1,434			270		18.8	%	3,958			3,305			653		19.8	%
Total Gaming and Racing expenses	77,170			27,677			49,493		178.8	%	187,774			63,957			123,817		193.6	%
Non-gaming expenses
East	21,485			4,616			16,869		365.4	%	50,273			20,195			30,078		148.9	%
West	12,065			4,290			7,775		181.2	%	28,069			11,140			16,929		152.0	%
Other	4,906			—			4,906		—	%	5,800			3			5,797		193,233.3	%
Total Non-gaming expenses	38,456			8,906			29,550		331.8	%	84,142			31,338			52,804		168.5	%
Advertising, general and administrative
East	65,654			20,476			45,178		220.6	%	154,809			57,999			96,810		166.9	%
West	35,039			15,344			19,695		128.4	%	87,459			32,633			54,826		168.0	%
Other	42,212			8,176			34,036		416.3	%	82,347			26,962			55,385		205.4	%
Total Advertising, general and administrative	142,905			43,996			98,909		224.8	%	324,615			117,594			207,021		176.0	%
Margins:
Gaming and Racing expenses as a percentage of Gaming and Racing revenue	34		%	28		%			6	%	32		%	32		%			—	%
Non-gaming expenses as a percentage of Non-gaming revenue	45		%	49		%			(4)	%	46		%	58		%			(12)	%
Advertising, general and administrative as a percentage of Total revenue	45		%	38		%			7	%	42		%	46		%			(4)	%

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Three and Nine Months Ended September 30, 2021 Compared to Three and Nine Months Ended September 30, 2020

Revenue

As noted above, revenue for the three months ended September 30, 2021 increased 169.9%, or $198.2 million, to $314.8 million, from $116.6 million in the same period last year. Revenue for the nine months ended September 30, 2021 increased 204.2%, or $520.1 million, to $774.8 million, from $254.7 million in the same period last year. Gaming and racing revenue for the three months ended September 30, 2021 increased 133.7%, or $131.3 million, to $229.6 million from $98.3 million in the same period last year. Gaming and racing revenue for the nine months ended September 30, 2021 increased 194.7%, or $391.4 million, from $201.0 million in the same period last year. With less operating restrictions across our properties resulting from developments in the COVID-19 pandemic and an increase in consumer confidence and visitation, we saw gaming revenue grow, and exceed in some cases, pre-pandemic levels.

Incremental revenues from our recent acquisitions also contributed to the increase in revenue for the three and nine months ended September 30, 2021. Revenue from acquisitions which closed in the fourth quarter of 2020, including Bally’s Atlantic City and Bally’s Shreveport, coupled with those that closed in the first nine months of 2021, including SportCaller, MKF, Bally Interactive, Bally’s Lake Tahoe, Bally’s Evansville, Bally’s Quad Cities, AVP and Telescope, contributed, in the aggregate, $150.6 million and $304.4 million to total revenue in the three and nine months ended September 30, 2021, respectively. Refer to Note 5 “Acquisitions” for further information on our recent acquisitions.

Operating costs and expenses

Gaming and racing expenses for the three months ended September 30, 2021 increased $49.5 million, or 178.8%, to $77.2 million from $27.7 million in the prior year comparable period and increased $123.8 million, or 193.6%, to $187.8 million for the nine months ended September 30, 2021 from $64.0 million in the prior year comparable period. This increase was primarily attributable to the inclusion of Bally’s Atlantic City and Bally’s Shreveport, acquired in the fourth quarter of 2020, and Bally’s Quad Cities, Bally’s Evansville and Bally’s Lake Tahoe, acquired during the second quarter of 2021, which in the aggregate contributed incremental gaming expenses of $38.4 million and $81.5 million for the third quarter and first nine months of 2021.

Non-gaming expenses for the three months ended September 30, 2021 increased $29.6 million, or 331.8%, to $38.5 million from $8.9 million in the same period last year. Non-gaming expenses for the nine months ended September 30, 2021 increased $52.8 million, or 168.5%, to $84.1 million from $31.3 million in the same period last year. This increase was primarily attributable to the inclusion of Bally’s Atlantic City and Bally’s Shreveport, acquired in the fourth quarter of 2020, and acquisitions of Bally’s Quad Cities, Bally’s Evansville and Bally’s Lake Tahoe, acquired during the second quarter of 2021, which in the aggregate contributed incremental non-gaming expenses of $21.2 million and $44.0 million for the third quarter and first nine months of 2021.

Advertising, general and administrative

Advertising, general and administrative expenses for the three months ended September 30, 2021 increased $98.9 million, or 224.8%, to $142.9 million from $44.0 million in the same period last year. Advertising, general and administrative expenses for the nine months ended September 30, 2021 increased $207.0 million, or 176.0%, to $324.6 million from $117.6 million in the same period last year. This increase year-over-year is primarily due to the additions of Bally’s Atlantic City and Bally’s Shreveport, acquired in the fourth quarter of 2020, and year-to-date 2021 acquisitions of Bally’s Quad Cities, Bally’s Evansville, Bally’s Lake Tahoe, Bally Interactive, MKF, Telescope, AVP and SportCaller which in the aggregate contributed $77.5 million and $143.8 million to advertising, general and administrative expenses for the third quarter and first nine months of 2021.

Acquisition, integration and restructuring expense

We incurred $6.8 million and $37.5 million of acquisition, integration and restructuring expenses during the three and nine months ended September 30, 2021, respectively, compared to $2.7 million and $7.0 million in the prior year three and nine month periods, respectively. This increase was driven by costs incurred in connection with our acquisition of Gamesys, $3.7 million and $17.3 million for the three and nine months ended September 30, 2021, respectively, and acquisitions completed in 2021 which amounted to $1.4 million and $14.0 million for the three and nine months ended September 30, 2021, respectively. Refer to Note 10 “Acquisition, Integration and Restructuring” for further information.

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Other operating (income), costs and expenses

During the third quarter and first nine months of 2021, we recorded gains of $7.9 million, and $19.2 million, respectively, primarily attributable to insurance proceeds received due to the effects of Hurricane Zeta which made landfall in Louisiana shutting down our Hard Rock Biloxi property for three days during the fourth quarter of 2020. We also recorded rebranding expense of $0.4 million and $1.7 million during the third quarter and first nine months of 2021, respectively, in connection with our corporate name change to Bally’s Corporation in November 2020. During the second quarter of 2021, we sold our Dover Downs property to GLPI and recorded a gain on sale-leaseback of $53.4 million and recorded asset impairment charges of $4.7 million related to the Dover Downs and Bally’s Black Hawk tradenames in connection with our rebranding.

Depreciation and amortization

Depreciation and amortization for the three months ended September 30, 2021 was $29.0 million, an increase of $19.1 million, and $67.5 million for the nine months ended September 30, 2021, an increase of $39.4 million, each compared to the same period last year. The increase in depreciation and amortization is attributable to the additional properties acquired in 2020 and 2021, including fixed asset additions attributable to our Bally Interactive operating segment.

Income (loss) from operations

Income from operations was $27.7 million for the three months ended September 30, 2021 compared to $23.4 million in the comparable period in 2020. Income from operations was $137.7 million for the nine months ended September 30, 2021 compared to a loss from operations of $0.7 million in 2020.

The three and nine month comparable periods in 2020 were both impacted negatively by the COVID-19 pandemic with the shut-down of our properties from mid-March into June. As noted above, during the three and nine months ended September 30, 2021, we experienced strong revenue growth and a return in visitation to our properties as restrictions were lifted.

Total other income (expense), net

Total other expense, net for the three months ended September 30, 2021 increased $73.9 million to $90.8 million from $16.9 million the same period last year. This change was driven mainly by an increase in foreign currency losses of $42.9 million and a loss on extinguishment of debt of $19.4 million in connection with the redemption of $210 million of the 6.75% senior notes due 2027, coupled with a $14.9 million increase in interest expense. Refer to Note 11 “Long-Term Debt” for further information. Offsetting these increases was $7.0 million of income recorded to adjust the naming rights liability associated with our contracts with Sinclair Broadcast group to fair value as of September 30, 2021.

Total other expense, net for the nine months ended September 30, 2021 increased $77.0 million to $120.4 million compared to $43.4 million in the same period last year. This was due to an increase in interest expense of $30.8 million year-over-year due to the timing of borrowings and the increase in foreign currency losses of $43.4 million and loss on extinguishment of debt of $19.4 million, noted above, partially offset by a gain on bargain purchases of $23.1 million in connection with the acquisitions of Tropicana Evansville and Bally’s Lake Tahoe.

Provision (benefit) for income taxes

Benefit for income taxes for the three months ended September 30, 2021 was $5.4 million compared to $0.2 million for the three months ended September 30, 2020. The effective tax rate for the quarter was 8.6% compared to 3.8% for the three months ended September 30, 2020. Provision for income taxes for the nine months ended September 30, 2021 was $16.8 million compared to a benefit from income taxes of $18.4 million for the nine months ended September 30, 2020. The effective tax rate for the nine months ended September 30, 2021 was 96.6% compared to 41.8% for the nine months ended September 30, 2020. The increase in the year to date provision for income taxes in 2021 is mostly attributable to the increase in net income in the current year and the removal of the favorable carryback rate available during 2020 as a result of the CARES Act and 2021 discrete items related to the gain on sale leaseback in Delaware and foreign currency translation.

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Net income (loss) and earnings (loss) per share

Net loss for the three months ended September 30, 2021 was $57.6 million, or ($1.16) per diluted share, a decrease of $64.4 million, or 957.4%, from net income of $6.7 million, or $0.22 per diluted share, in the same period last year. As a percentage of revenue, net income decreased from 5.8% for the three months ended September 30, 2020 to net loss of 18.3% for the three months ended September 30, 2021.

Net income for the nine months ended September 30, 2021 was $0.6 million, an increase of $26.3 million, or 102.3%, from a net loss of $25.7 million, or ($0.83) per diluted share, in the same period last year. As a percentage of revenue, net income increased to 0.1% for the nine months ended September 30, 2021 from a net loss of 10.1% for the nine months ended September 30, 2020.

These changes were impacted by the factors noted above.

Adjusted EBITDA by Segment

Consolidated Adjusted EBITDA was $77.8 million for the three months ended September 30, 2021, up $40.4 million, or 108.0%, from $37.4 million in the same period last year. Consolidated Adjusted EBITDA was $211.2 million for the nine months ended September 30, 2021, up $162.4 million, or 333.1%, from $48.8 million in the same period last year.

Adjusted EBITDA for the East segment for the third quarter of 2021 increased $31.3 million, or 143.2%, to $53.1 million and increased $86.4 million, or 262.8%, to $119.2 million for the nine months ended September 30, 2021, each compared to the same prior year periods. The third quarter and year to date increases year over year were driven by the inclusion of Bally’s Evansville, which was acquired in the second quarter of 2021, coupled with strong results at our Rhode Island and Dover Downs properties.

Adjusted EBITDA for the West segment for the third quarter of 2021 increased $20.7 million to $41.8 million and increased $97.9 million, or 310.8%, to $129.4 million for the nine months ended September 30, 2021, each compared to the same prior year periods. The third quarter increase year over year was driven by the acquisition of Bally’s Shreveport, which was acquired in the fourth quarter of 2020, and Bally’s Quad Cities and Bally’s Lake Tahoe which were acquired in the second quarter of 2021. The year to date increase year over year was driven by Shreveport, which was acquired in the fourth quarter of 2020, and strong results at our Hard Rock Biloxi and Bally’s Kansas City properties.

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The following tables reconcile Adjusted EBITDA, a non-GAAP measure, to net income (loss), as derived from our financial statements (in thousands):

	Three Months Ended September 30, 2021
	East		West		Other		Total
Revenue	$	176,975	$	124,603	$	13,201	$	314,779
Net income (loss)	$	25,386	$	24,001	$	(107,032)	$	(57,645)
Interest expense, net of interest income	6		(1)		31,301		31,306
Provision (benefit) for income taxes	9,077		7,217		(21,694)		(5,400)
Depreciation and amortization	5,763		8,279		14,958		29,000
Non-operating (income) expense (1)	—		—		16,577		16,577
Foreign exchange loss, net	—		—		42,896		42,896
Acquisition, integration and restructuring	—		—		6,797		6,797
Strategic initiatives (2)	—		—		12,471		12,471
Share-based compensation	—		—		5,449		5,449
Other (3)	1,165		(5,853)		1,086		(3,602)
Allocation of corporate costs	11,686		8,165		(19,851)		—
Adjusted EBITDA	$	53,083	$	41,808	$	(17,042)	$	77,849

__________________________________

(1)    Non-operating (income) expense for the applicable periods include: (i) change in value of naming rights liabilities, (ii) gain (adjustment) on bargain purchases, (iii) loss on extinguishment of debt and (iv) other (income) expense, net.

(2)    Includes costs incurred related to the amended credit agreement and a lump sum one-time contribution of $12.5 million to support a referendum campaign to legalize sports betting in the State of California.

(3)    Other includes the following items: (i) professional fees and other costs incurred to establish the partnership with Sinclair and acquire Bally Interactive, (ii) storm related gains related to insurance recoveries received due to the effects of Hurricane Zeta on the Company’s Hard Rock Biloxi property, (iii) rebranding expenses in connection with Bally’s corporate name change, (iv) business interruption related recoveries, and (v) other individually de minimis expenses.

	Three Months Ended September 30, 2020
	East		West		Other		Total
Revenue	$	59,065	$	55,900	$	1,659	$	116,624
Net income (loss)	$	10,702	$	11,381	$	(15,360)	$	6,723
Interest expense, net of interest income	30		(12)		16,890		16,908
Provision (benefit) for income taxes	3,846		3,155		(7,249)		(248)
Depreciation and amortization	5,571		4,279		82		9,932
Acquisition, integration and restructuring	—		—		2,740		2,740
Strategic initiatives(1)	—		—		332		332
Share-based compensation	—		—		1,799		1,799
Other (2)	(909)		(154)		303		(760)
Allocation of corporate costs	2,591		2,453		(5,044)		—
Adjusted EBITDA	$	21,831	$	21,102	$	(5,507)	$	37,426

__________________________________

(1)    Strategic initiatives include costs incurred related to the amended credit agreement.

(2)    Other includes the following non-recurring items: (i) Employee Retention Credits related to COVID-19, (ii) non-routine legal expenses, (iii) storm related losses and (iv) other individually de minimis expenses.

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	Nine Months Ended September 30, 2021
	East		West		Other		Total
Revenue	$	408,458	$	343,190	$	23,130	$	774,778
Net income (loss)	$	90,353	$	77,397	$	(167,158)	$	592
Interest expense, net of interest income	38		(14)		72,855		72,879
Provision (benefit) for income taxes	34,434		23,310		(40,993)		16,751
Depreciation and amortization	17,275		21,695		28,533		67,503
Non-operating (income) expense(1)	—		—		4,165		4,165
Foreign exchange loss, net	—		—		43,353		43,353
Acquisition, integration and restructuring	—		—		37,457		37,457
Strategic initiatives(2)	—		—		13,241		13,241
Share-based compensation	—		—		13,833		13,833
Gain on sale-leaseback	(53,425)		—		—		(53,425)
Other(3)	4,012		(15,329)		6,174		(5,143)
Allocated corporate costs	26,544		22,365		(48,909)		—
Adjusted EBITDA	$	119,231	$	129,424	$	(37,449)	$	211,206

__________________________________

(1)    Non-operating (income) expense for the applicable periods include: (i) change in value of naming rights liabilities, (ii) gain (adjustment) on bargain purchases, (iii) loss on extinguishment of debt and (iv) other (income) expense, net.

(2)    Includes costs incurred related to the amended credit agreement and a lump sum one-time contribution of $12.5 million to support a referendum campaign to legalize sports betting in the State of California.

(3)    Other includes the following items: (i) asset impairment charges related to the Dover Downs and Bally’s Black Hawk trade names in connection with Bally's rebranding, (ii) professional fees and other costs incurred to establish the partnership with Sinclair and acquire Bally Interactive, (iii) storm related gains related to insurance recoveries received due to the effects of Hurricane Zeta on the Company’s Hard Rock Biloxi property, (iv) rebranding expenses in connection with Bally’s corporate name change, (v) business interruption related recoveries, and (vi) other individually de minimis expenses.

	Nine Months Ended September 30, 2020
	East		West		Other		Total
Revenue	$	146,848	$	104,039	$	3,809	$	254,696
Net income (loss)	$	6,602	$	7,710	$	(40,022)	$	(25,710)
Interest expense, net of interest income	51		(25)		43,365		43,391
Provision (benefit) for income taxes	2,443		610		(21,483)		(18,430)
Depreciation and amortization	18,022		9,805		227		28,054
Acquisition, integration and restructuring	20		—		6,964		6,984
Strategic initiatives(1)	—		—		706		706
Share-based compensation	—		—		9,468		9,468
Other(2)	(2,958)		7,614		(355)		4,301
Allocated corporate costs	8,683		5,794		(14,477)		—
Adjusted EBITDA	$	32,863	$	31,508	$	(15,607)	$	48,764

__________________________________

(1)    Strategic initiatives include costs incurred related to the amended credit agreement.

(2)    Other includes the following non-recurring items: (i) Goodwill and asset impairments, (ii) Employee Retention Credits related to COVID-19, (iii) non-routine legal expenses, (iv) storm related losses and (v) other individually de minimis expenses.

Critical Accounting Policies and Estimates

There were no material changes in critical accounting policies and 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, 2020 for a complete list of our Critical Accounting Policies and Estimates.

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Recent Accounting Pronouncements

Refer to Note 3. “Recently Adopted and 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

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 and proceeds from the issuance of debt and equity securities.

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 continued to invest in our land-based casino business and began to build on our interactive/iGaming gaming business despite the COVID-19 pandemic.

On April 20, 2021, we completed a public offering of 12,650,000 common shares at a price to the public of $55.00 per share and the sale of warrants to purchase 909,090 shares to affiliates of Sinclair Broadcast Group, Inc. at the same offering price. The net proceeds from the offering and the warrant sale, after deducting underwriting discounts and estimated expenses, of £485 million or $671 million were placed in escrow and were included in restricted cash as of September 30, 2021.

On August 20, 2021, we issued $750.0 million aggregate principal amount of senior notes due 2029 and $750.0 million aggregate principal amount of Senior Notes due 2031 (together, the “New Senior Notes”). Certain of the net proceeds from the New Senior Notes offering are included within restricted cash as of September 30, 2021. On October 1, 2021, upon the closing of the Gamesys Acquisition, the Company assumed the issuer obligation under the New Senior Notes.

On October 1, 2021, we entered into a credit agreement (the “New Credit Agreement”) providing for a senior secured term loan facility in an aggregate principal amount of $1.945 billion (the “New Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “New Revolving Credit Facility”), which will mature in 2026. The New Revolving Credit Facility was undrawn at closing.

The credit facilities allow the Company to increase the size of the New Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the New Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $650 million and 100% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the New Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio.

On October 1, 2021, we acquired Gamesys for 9,773,537 shares of Bally’s common stock and approximately £1.544 billion in cash. The acquisition and refinancing of our and Gamesys’ debt was funded with, among other sources, the proceeds of the public offering of common shares, the warrant sale, the New Senior Notes and the New Term Loan Facility.

We expect that our primary capital requirements going forward will relate to the operation, maintenance and improvement of our properties we acquired along with debt service, rent and acquisitions. Our capital expenditure requirements are expected to moderately increase as a result of the properties acquired in the last 18 months. We have a $40 million planned redevelopment project for the Bally’s Kansas City property that we acquired in 2020 and we plan to invest $100 million in our Atlantic City property over five-years. In addition, we signed an agreement to jointly design and build a new casino in Centre County, Pennsylvania, in which we are a 51% owner. We estimate the total cost of the project, including construction, licensing and sports betting/iGaming operations, at $120 million. During the third quarter of 2021, we commenced the expansion and other capital improvements at our Bally’s Twin River location related to our partnership with IGT. We expect to use cash on hand and cash generated from operations to meet such obligations. Finally, we agreed to acquire the Tropicana Las Vegas for $150 million, which we expect to finance through sale-leaseback transactions with GLPI. For the nine months ended September 30, 2021, capital expenditures were $67.2 million, compared to $8.6 million in the same period last year.

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We expect that our current liquidity, cash flows from operations and borrowings under our credit facility will be sufficient to fund our operations, capital requirements and service our outstanding indebtedness for the next 12 months, including giving effect to our pending acquisitions.

Cash Flows Summary

	Nine Months Ended September 30,
(In thousands)	2021		2020
Net cash provided by operating activities	$	70,843	$	1,711
Net cash used in investing activities	(302,127)		(288,513)
Net cash provided by financing activities	2,155,397		218,154
Net change in cash and cash equivalents and restricted cash	1,924,113		(68,648)
Effect of foreign currency on cash and cash equivalents	(41,651)		—
Cash and cash equivalents and restricted cash, beginning of period	126,555		185,502
Cash and cash equivalents and restricted cash, end of period	$	2,009,017	$	116,854

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2021 was $70.8 million, compared to net cash provided by operating activities of $1.7 million for the nine months ended September 30, 2020. This increase was primarily attributable to increased net income across our properties, including the additional properties acquired in the 2020 and 2021.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2021 was $302.1 million, an increase of $13.6 million compared to the nine months ended September 30, 2020. The increase was primarily driven by cash paid for acquisitions year-over-year coupled with a $58.6 million increase in expenditures, driven mostly by the expansion and renovation projects at our Bally’s Atlantic City, Bally’s Kansas City, Hard Rock Biloxi and Rhode Island properties, offset by $144.0 million of proceeds related to the sale-leaseback transaction for our Dover Downs property to GLPI in the second quarter. In the first nine months of 2021, we paid an aggregate $371.7 million for MKF, SportCaller, Bally Interactive, Bally’s Lake Tahoe, Bally’s Evansville, Bally’s Quad Cities, AVP and Telescope compared to $275.9 million for Bally’s Black Hawk and Bally’s Kansas City and Bally’s Vicksburg in the same period last year.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2021 was $2.16 billion compared to $218.2 million for the nine months ended September 30, 2020. Drivers of cash provided by financing activities for the first nine months of 2021 included $1.49 billion of cash proceeds from our senior notes offering and cash proceeds from equity issuances of $667.9 million in connection with the acquisition of Gamesys, revolver borrowings of $275.0 million and $50.0 million in connection with the issuance of Sinclair penny warrants, offset in part by payments on our revolver and senior notes. Cash provided by financing activities in the first half of 2020 was driven by $261.2 million of borrowings, net of fees, on our additional term loan offset by $33.3 million spent on share repurchases and cash dividends paid of $3.2 million under our capital return program.

Working Capital

At September 30, 2021, our net working capital was $1.97 billion compared to $145.8 million at December 31, 2020. The increase in net working capital of $1.83 billion was primarily attributable to $1.49 billion of cash proceeds from our senior notes offering and $667.9 million of cash proceeds received from our equity issuance, both of which were classified as restricted for use in our acquisition of Gamesys, as explained in Note 1 “General Information,” coupled with the timing of transactions in each respective period, as noted above.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We are exposed to changes in interest rates primarily from long-term variable-rate debt arrangements.

Foreign Currency Risk

We are exposed to fluctuations in currency exchange rates as a result of our net investments in countries other than the US. Foreign currency transaction losses for the three and nine months ended September 30, 2021 were $42.9 million and $43.4 million, respectively. Movements in currency exchange rates could impact the translation of assets and liabilities of these foreign operations which are translated at the exchange rate in effect on the balance sheet date. We have not historically used operational hedges or forward currency exchange rate contracts to manage the impact of currency exchange rate fluctuations on earnings and cash flows.

On April 16, 2021, a subsidiary of the Company entered into a foreign exchange contract to hedge the risk of appreciation of the GBP-denominated purchase price related to Gamesys pursuant to which such subsidiary can purchase approximately £900 million at a contracted exchange rate.

On April 16, 2021, a subsidiary of the Company entered into two foreign exchange contracts to hedge the risk of appreciation of both the GBP-denominated and Euro-denominated debt held by Gamesys which would be paid off at closing of the Gamesys acquisition pursuant to which such subsidiary can purchase £200 million and €336 million, at a contracted exchange rate, respectively.

The total premium paid by the subsidiary of the Company on these contracts was $22.6 million.

On August 20, 2021, a subsidiary of the Company modified the above mentioned foreign exchange forward contracts, decreasing the notional amount of the GBP-denominated forward purchase commitments by £746 million to £354 million, collectively. The Company received $1.7 million upon settlement of the modification, which decreased the remaining fair value of the contracts.

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 September 30, 2021 as such terms is defined in Rule 13a-15(f) under the Exchange Act. Our chief executive officer and chief financial officer previously evaluated and concluded that our disclosure controls and procedures were effective as of September 30, 2021. As a result of the material weaknesses in our internal control over financial reporting, as explained below, our chief executive officer and chief financial officer, have updated their evaluation and now conclude the Company’s disclosure controls and procedures were not effective as of September 30, 2021 due to material weaknesses in the Company’s internal control over financial reporting described below.

The Company did not appropriately design a control to monitor the functional currency assessment of its subsidiaries in accordance with ASC Topic 830, Foreign Currency Matters, specifically with regard to foreign currency held by a newly formed subsidiary to effectuate a large international acquisition. The Company did not record the foreign currency transaction loss through earnings as required by ASC Topic 830 and did not reassess this conclusion upon review of the accumulated other comprehensive loss account each subsequent period. This design deficiency contributed to the potential for there to have been material errors in the Company’s financial statements and therefore resulted in the following material weaknesses:

•Risk Assessment— control deficiencies constituting a material weakness, either individually or in the aggregate, relating to identifying and assessing changes in the business that could impact the system of internal controls; and

•Control Activities— control deficiencies constituting a material weakness, either individually or in the aggregate, relating to: (i) designing controls that would address relevant risks identified through the assessment of changes in the business and (ii) operation at a level of precision to identify all potentially material errors.

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A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If we are unable to satisfactorily address the deficiencies underlying this material weaknesses in a timely fashion, or if additional material weaknesses in our internal control over financial reporting are discovered or occur in the future, then our consolidated financial statements may contain material misstatements and we could be required to restate future financial results and the price of our common stock could be adversely impacted.

As of September 30, 2021 the material weaknesses described above have not yet been remediated.

Management is in the process of developing a remediation plan. The material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. The Company will monitor the effectiveness of its remediation plan and will make changes management determines to be appropriate.

In response to the material weaknesses in the Company’s internal control over financial reporting, management is enhancing its risk assessment to identify changes in our business that could impact the system of internal controls and are in the process of designing control activities related to the monitoring of foreign currency and the application of ASC 830. The Company will continue to work towards full remediation of the material weaknesses to improve its internal control over financial reporting.

Changes in Internal Control over Financial Reporting

The Company completed its acquisitions of SportCaller on February 5, 2021, Monkey Knife Fight on March 23, 2021, Bally Interactive, formerly Bet.Works, on March 23, 2021, Bally’s Lake Tahoe on April 6, 2021, Bally’s Evansville on June 3, 2021, Bally’s Quad Cities on June 14, 2021, AVP on July 12, 2021, and Telescope on August 12, 2021. See Note 5 “Acquisitions” included in Part I. Item 1 of this Quarterly Report on Form 10-Q for a discussion of the acquisitions and related financial data. The Company is currently in the process of integrating the acquired companies’ internal controls over financial reporting. Except for the inclusion of the acquired companies, and the material weaknesses described above, there has been no change in our internal control over financial reporting that occurred during the third quarter of 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1A.    RISK FACTORS

Our management identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements.

Our management is responsible for establishing and maintaining adequate internal controls over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. As disclosed in this report, the Company did not appropriately design a control to monitor the functional currency assessment of its subsidiaries in accordance with ASC Topic 830, Foreign Currency Matters, specifically with regard to foreign currency held by a newly formed subsidiary to effectuate a large international acquisition. This error related to the current financial reporting period and indicated that certain deficiencies existed in our internal control over financial reporting. As a result of the accounting error, the Company has re-evaluated the effectiveness of the Company’s internal control over financial reporting and identified material weaknesses in the Company’s internal control over financial reporting as of September 30, 2021. The material weaknesses are: (1) risk assessment –control deficiencies constituting a material weakness, either individually or in the aggregate, relating to identifying and assessing changes in the business that could impact the system of internal controls and (2) control activities – control deficiencies constituting a material weakness, either individually or in the aggregate, relating to: (i) designing controls that would address relevant risks identified through the assessment of changes in the business and (ii) operation at a level of precision to identify all potentially material errors. For further discussion regarding the accounting error and the correction of such error in the Company’s condensed consolidated financial statements, see Note 19 “Correction of Unaudited Interim Condensed Consolidated Financial Statements” included in Part I Item 1 of this Form 10Q/A.

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. If not remediated, the material weaknesses identified above could result in material misstatements in our consolidated financial statements.

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ITEM 6.    EXHIBITS

EXHIBIT INDEX

Exhibit No.	Description
3.1	Fifth amended and restated certificate of incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38850) filed on November 9, 2021)
4.1	Indenture, dated August 20, 2021, among Premier Entertainment Sub, LLC, Premier Entertainment Finance Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38850) filed August 20, 2021)
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 September 30, 2021, formatted in inline XBRL contained in Exhibit 101

______________________________________________

*    Filed herewith.

65

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 November 9, 2022.

                          

BALLY’S CORPORATION
By:	/s/ ROBERT M. LAVAN
	Robert M. Lavan
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
	/s/ LEE D. FENTON
	Lee D. Fenton
	Chief Executive Officer
	(Principal Executive Officer)

66

EX-31.1

Exhibit 31.1

BALLY'S CORPORATION

CERTIFICATION

I, Lee D. Fenton, certify that:

1.    I have reviewed this quarterly report on Form 10-Q/A (Amendment No. 1) of Bally's Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 9, 2022	By:	/s/ LEE D. FENTON
			Lee D. Fenton
			Chief Executive Officer
			(Principal Executive Officer)

EX-31.2

Exhibit 31.2

BALLY'S CORPORATION

CERTIFICATION

I, Robert M. Lavan, certify that:

1.    I have reviewed this quarterly report on Form 10-Q/A (Amendment No. 1) of Bally's Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 9, 2022	By:	/s/ ROBERT M. LAVAN
			Robert M. Lavan
			Chief Financial Officer
			(Principal Financial Officer)

EX-32.1

Exhibit 32.1

BALLY'S CORPORATION

CERTIFICATION

In connection with the Quarterly Report of Bally's Corporation (the "Company") on Form 10-Q/A (Amendment No. 1) for the quarterly period ended September 30, 2021 as filed with the Securities and Exchange Commission (the "Report"), I, Lee D. Fenton, Chief Executive Officer of the Company, hereby certify as of the date hereof, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)    the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date:	November 9, 2022	By:	/s/ LEE D. FENTON
			Lee D. Fenton
			Chief Executive Officer
			(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

BALLY'S CORPORATION

CERTIFICATION

In connection with the Quarterly Report of Bally's Corporation (the "Company") on Form 10-Q/A (Amendment No. 1) for the quarterly period ended September 30, 2021 as filed with the Securities and Exchange Commission (the "Report"), I, Robert M. Lavan, Chief Financial Officer of the Company, hereby certify as of the date hereof, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)    the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date:	November 9, 2022	By:	/s/ ROBERT M. LAVAN
			Robert M. Lavan
			Chief Financial Officer
			(Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2021	Oct. 31, 2021
Cover [Abstract]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-38850
Entity Registrant Name	Bally’s Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-0904604
Entity Address, Address Line One	100 Westminster Street
Entity Address, City or Town	Providence,
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	401
Local Phone Number	475-8474
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	BALY
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		54,363,371
Amendment Flag	true
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001747079
Current Fiscal Year End Date	--12-31
Amendment Description	The Company is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment” or “Form 10-Q/A”) to amend the following items of its Quarterly Report on Form 10-Q for the third quarter ended September 30, 2021 (the “Form 10-Q” or “Original Filing”):•Part I, Item 1, “Financial Statements”;•Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;•Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk”•Part I, Item 4. “Controls and Procedures”•Part II, Item 1A, “Risk Factors”; and•Part II, Item 6, “Exhibits” The other Items of the Original Filing have not been amended and, accordingly, have not been repeated in this Form 10-Q/A.The only changes to the Original Filing are those related to the matters described below and only in the items listed above. Except as described above, no changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update any of the other financial information or other information contained in the Original Filing. In addition, in accordance with SEC rules, this Form 10-Q/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2. Otherwise, the information contained in this Form 10-Q/A is as of the date of the Original Filing and does not reflect any information or events occurring after the date of the Original Filing.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 164,259	$ 123,445
Restricted cash	1,844,758	3,110
Accounts receivable, net	39,770	14,798
Inventory	12,048	9,296
Income Taxes Receivable	102,388	84,483
Prepaid expenses and other current assets	79,255	53,823
Total current assets	2,242,478	288,955
Property and equipment, net	780,656	749,029
Right of use assets, net	499,133	36,112
Goodwill	444,908	186,979
Intangible assets, net	996,686	663,395
Other assets	5,842	5,385
Total assets	4,969,703	1,929,855
Liabilities and Stockholders’ Equity
Current portion of long-term debt	5,750	5,750
Current portion of lease liabilities	20,567	1,520
Accounts payable	36,976	15,869
Accrued liabilities	207,283	120,055
Total current liabilities	270,576	143,194
Long-term debt, net	2,556,421	1,094,105
Long-term portion of lease liabilities	504,885	62,025
Pension benefit obligations	8,147	9,215
Deferred tax liability	63,123	36,983
Naming rights liability	190,270	243,965
Contingent consideration payable	43,691	0
Other long-term liabilities	15,139	13,770
Total liabilities	3,652,252	1,603,257
Commitments and contingencies
Stockholders’ equity:
Common stock	445	307
Preferred Stock, Value, Issued	0	0
Additional paid-in-capital	1,368,908	294,643
Treasury stock, at cost	0	0
Retained (deficit) earnings	(51,226)	34,792
Accumulated other comprehensive loss	(4,436)	(3,144)
Total stockholders’ equity	1,313,691	326,598
Stockholders' Equity Attributable to Noncontrolling Interest	3,760	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,317,451	326,598
Total liabilities and stockholders’ equity	$ 4,969,703	$ 1,929,855

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock authorized (in shares)	200,000,000	200,000,000
Common stock issued (in shares)	44,581,568	30,685,938
Common stock outstanding (in shares)	44,581,568	30,685,938
Preferred stock par value (in dollars per share)	$ 0.01
Preferred stock authorized (in shares)	10,000,000
Treasury stock (in shares)	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited) - USD ($) shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue:
Total revenue	$ 314,779,000	$ 116,624,000	$ 774,778,000	$ 254,696,000
Operating (income) costs and expenses:
Advertising, general and administrative	142,905,000	43,996,000	324,615,000	117,594,000
Goodwill and asset impairment	0	0	4,675,000	8,554,000
Pre-Opening Costs	232,000	0	1,772,000	0
Acquisition, integration and restructuring	6,797,000	2,740,000	37,457,000	6,984,000
Gain from insurance recoveries, net of losses	(7,942,000)	(10,000)	(19,197,000)	(1,036,000)
Rebranding	427,000	0	1,722,000	0
Gain on sale-leaseback	0	0	(53,425,000)	0
Depreciation and amortization	29,000,000	9,932,000	67,503,000	28,054,000
Total operating (income) costs and expenses	287,045,000	93,241,000	637,038,000	255,445,000
Income (loss) from operations	27,734,000	23,383,000	137,740,000	(749,000)
Other income (expense):
Interest income	547,000	42,000	1,601,000	297,000
Interest expense, net of amounts capitalized	(31,853,000)	(16,950,000)	(74,480,000)	(43,688,000)
Change in value of naming rights liabilities	6,965,000	0	(1,371,000)	0
Bargain purchase gain	(1,039,000)	0	23,075,000	0
Loss on extinguishment of debt	(19,419,000)	0	(19,419,000)	0
Foreign exchange loss, net	(42,896,000)	0	(43,353,000)	0
Other, net	(3,084,000)	0	(6,450,000)	0
Total other expense, net	(90,779,000)	(16,908,000)	(120,397,000)	(43,391,000)
(Loss) income before provision for income taxes	(63,045,000)	6,475,000	17,343,000	(44,140,000)
(Benefit) provision for income taxes	(5,400,000)	(248,000)	16,751,000	(18,430,000)
Net (loss) income	(57,645,000)	6,723,000	592,000	(25,710,000)
Net Income (Loss) Available to Common Stockholders, Basic, Total	$ (57,645,000)	$ 6,723,000	$ 592,000	$ (25,710,000)
Net income per share, basic (in dollars per share)	$ (1.16)	$ 0.22	$ 0.01	$ (0.83)
Weighted average common shares outstanding, basic (in shares)	49,506	30,458	45,573	30,825
Net income per share, diluted (in dollars per share)	$ (1.16)	$ 0.22	$ 0.01	$ (0.83)
Weighted average common shares outstanding, diluted (in shares)	49,506	30,635	45,876	30,825
Gaming
Revenue:
Total revenue	$ 227,594,000	$ 96,588,000	$ 585,791,000	$ 196,191,000
Operating (income) costs and expenses:
Cost of net revenue	75,174,000	25,996,000	182,059,000	59,080,000
Racing
Revenue:
Total revenue	2,022,000	1,684,000	6,593,000	4,817,000
Operating (income) costs and expenses:
Cost of net revenue	1,996,000	1,681,000	5,715,000	4,877,000
Hotel
Revenue:
Total revenue	32,903,000	6,874,000	68,277,000	16,635,000
Operating (income) costs and expenses:
Cost of net revenue	9,413,000	2,482,000	22,068,000	6,926,000
Food and beverage
Revenue:
Total revenue	29,504,000	6,889,000	68,386,000	23,875,000
Operating (income) costs and expenses:
Cost of net revenue	21,419,000	6,016,000	50,632,000	21,951,000
Other
Revenue:
Total revenue	22,756,000	4,589,000	45,731,000	13,178,000
Other
Operating (income) costs and expenses:
Cost of net revenue	$ 7,624,000	$ 408,000	$ 11,442,000	$ 2,461,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (57,645,000)	$ 592,000
Foreign currency translation adjustment	(781,000)	(1,414,000)
Defined benefit pension plan reclassification adjustment	41,000	122,000
Other comprehensive loss	(740,000)	(1,292,000)
Net (loss) income	$ (58,385,000)	$ (700,000)

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) - USD ($)	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Treasury Stock	Retained (Deficit) Earnings	Retained (Deficit) Earnings Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss	Noncontrolling Interest	AOCI Attributable to Parent	AOCI Including Portion Attributable to Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2019			32,113,328
Beginning balance at Dec. 31, 2019	$ 211,411,000		$ 412,000	$ 185,544,000	$ (223,075,000)	$ 250,418,000	$ (58,000)	$ (1,888,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of restricted stock (in shares)			131,131
Release of restricted stock	(2,483,000)		$ 1,000	(2,484,000)
Dividends	(3,174,000)					(3,174,000)
Share-based compensation	5,542,000			5,542,000
Retirement of treasury shares	0		$ 107,000	48,618,000	254,416,000	205,691,000
Share repurchases (in shares)			(1,649,768)
Share repurchases	(31,341,000)				(31,341,000)
Net loss	(8,878,000)					(8,878,000)
Ending balance (in shares) at Mar. 31, 2020			30,594,691
Ending balance at Mar. 31, 2020	171,019,000	$ (58,000)	$ 306,000	139,984,000	0	32,617,000		(1,888,000)
Beginning balance (in shares) at Dec. 31, 2019			32,113,328
Beginning balance at Dec. 31, 2019	$ 211,411,000		$ 412,000	185,544,000	(223,075,000)	250,418,000	$ (58,000)	(1,888,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share repurchases (in shares)	(1,812,393)
Share repurchases	$ (33,292,000)
Net loss	(25,710,000)
Ending balance (in shares) at Sep. 30, 2020			30,476,057
Ending balance at Sep. 30, 2020	156,165,000		$ 304,000	143,180,000	0	14,569,000		(1,888,000)
Beginning balance (in shares) at Mar. 31, 2020			30,594,691
Beginning balance at Mar. 31, 2020	171,019,000	$ (58,000)	$ 306,000	139,984,000	0	32,617,000		(1,888,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of restricted stock (in shares)			24,427
Release of restricted stock	(81,000)		$ 0	(81,000)
Share-based compensation	2,127,000			2,127,000
Retirement of treasury shares	0		$ 2,000	733,000	1,951,000	1,216,000
Share repurchases (in shares)			(162,625)
Share repurchases	(1,951,000)				(1,951,000)
Net loss	(23,555,000)					(23,555,000)
Ending balance (in shares) at Jun. 30, 2020			30,456,493
Ending balance at Jun. 30, 2020	147,559,000		$ 304,000	141,297,000	0	7,846,000		(1,888,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	1,799,000			1,799,000
Stock options exercised (in shares)			19,564
Stock options exercised	84,000			84,000
Net loss	6,723,000					6,723,000
Ending balance (in shares) at Sep. 30, 2020			30,476,057
Ending balance at Sep. 30, 2020	156,165,000		$ 304,000	143,180,000	0	14,569,000		(1,888,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	326,598,000
Beginning balance (in shares) at Dec. 31, 2020			30,685,938
Beginning balance at Dec. 31, 2020	326,598,000		$ 307,000	294,643,000	0	34,792,000				$ (3,144,000)	$ (3,144,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of restricted stock (in shares)			23,811
Release of restricted stock	(990,000)		$ 0	(990,000)
Share-based compensation	4,483,000			4,483,000
Stock options exercised (in shares)			30,000
Stock options exercised	129,000			129,000
Penny warrants exercised (in shares)			932,949
Penny warrants exercised			$ (9,000)		(9,000)
Reclassification of Sinclair options	59,724,000			59,724,000
Issuance of MKF penny warrants	64,694,000			64,694,000
Stock issued for equity purchase (in shares)			221,391
Stock issued for equity purchase	11,776,000		$ 2,000	11,774,000
Other comprehensive income (loss)	(1,012,000)										(1,012,000)
Net loss	(10,705,000)					(10,705,000)
Ending balance (in shares) at Mar. 31, 2021			31,894,089
Ending balance at Mar. 31, 2021	454,697,000		$ 318,000	434,457,000	(9,000)	24,087,000					(4,156,000)
Beginning balance (in shares) at Dec. 31, 2020			30,685,938
Beginning balance at Dec. 31, 2020	326,598,000		$ 307,000	294,643,000	0	34,792,000				(3,144,000)	(3,144,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Noncontrolling Interest, Increase from Business Combination	$ 3,760,000
Stock options exercised (in shares)	70,000
Other comprehensive income (loss)	$ (1,292,000)
Net loss	592,000
Ending balance (in shares) at Sep. 30, 2021			44,581,568
Ending balance at Sep. 30, 2021	1,313,691,000		$ 445,000	1,368,908,000	0	(51,226,000)		(4,436,000)		(4,436,000)	(4,436,000)
Beginning balance (in shares) at Mar. 31, 2021			31,894,089
Beginning balance at Mar. 31, 2021	454,697,000		$ 318,000	434,457,000	(9,000)	24,087,000					(4,156,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of restricted stock (in shares)			9,181
Release of restricted stock	(321,000)			(205,000)	(116,000)
Share-based compensation	3,901,000			3,901,000
Stock options exercised (in shares)			40,000
Stock options exercised	172,000			172,000
Retirement of treasury shares	0		$ 21,000	28,488,000	114,842,000	86,333,000
Common stock offering (in shares)			12,650,000
Common stock offering	667,873,000		$ 127,000	667,746,000
Sinclair shares exchanged for penny warrants (in shares)			(2,086,908)
Sinclair shares exchanged for penny warrants	0			(114,717,000)	(114,717,000)
Sinclair issuance of penny warrants	50,000,000			50,000,000
Stock issued for equity purchase (in shares)			2,084,765
Stock issued for equity purchase	121,500,000		$ 21,000	121,479,000
Other comprehensive income (loss)	460,000										460,000
Net loss	68,942,000					68,942,000
Ending balance (in shares) at Jun. 30, 2021			44,591,127
Ending balance at Jun. 30, 2021	1,367,224,000		$ 445,000	1,363,779,000	0	6,696,000					(3,696,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of restricted stock (in shares)			483
Release of restricted stock	(12,000)		$ 0	(12,000)
Share-based compensation	5,449,000			5,449,000
Noncontrolling Interest, Increase from Business Combination	3,760,000								$ 3,760,000
Retirement of treasury shares	$ 0			308,000	585,000	277,000
Share repurchases (in shares)	0
Stock issued for equity purchase (in shares)			(10,042)
Stock issued for equity purchase				(585,000)
Other comprehensive income (loss)	$ (740,000)										(740,000)
Net loss	(57,645,000)					(57,645,000)
Ending balance (in shares) at Sep. 30, 2021			44,581,568
Ending balance at Sep. 30, 2021	1,313,691,000		$ 445,000	$ 1,368,908,000	$ 0	$ (51,226,000)		$ (4,436,000)		$ (4,436,000)	$ (4,436,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 1,317,451,000								$ 3,760,000

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2020 $ / shares
Statement of Stockholders' Equity [Abstract]
Common stock cash dividend declared (in dollars per share)	$ 0.10

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net income (loss )	$ 592,000	$ (25,710,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	67,503,000	28,054,000
Amortization of operating lease right of use assets	7,497,000	875,000
Share-based compensation	13,833,000	9,468,000
Amortization of debt discount and debt issuance costs	4,890,000	3,256,000
Gain from insurance recoveries, net of losses	(18,660,000)	0
Gain on sale-leaseback	(53,425,000)	0
Loss on assets and liabilities measured at fair value	21,280,000	0
Gain (Loss) on Extinguishment of Debt	19,419,000	0
Deferred income taxes	(1,296,000)	(6,209,000)
Goodwill and asset impairment	4,675,000	8,554,000
Change in value of naming rights liabilities	1,371,000	0
Change in contingent consideration payable	(14,830,000)	0
Bargain purchase gain	(23,075,000)	0
Other operating activities	4,260,000	162,000
Foreign exchange loss, net	43,353,000	0
Changes in current operating assets and liabilities	(6,544,000)	(16,739,000)
Net cash provided by operating activities	70,843,000	1,711,000
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	(371,655,000)	(275,947,000)
Proceeds from sale-leaseback	144,000,000	0
Foreign exchange forward contract premiums	(22,592,000)	0
Capital expenditures	(67,158,000)	(8,566,000)
Insurance proceeds from hurricane damage	18,660,000	0
Other investing activities	(3,382,000)	0
Net cash used in investing activities	(302,127,000)	(288,513,000)
Revolver payments	(85,000,000)	(250,000,000)
Term loan proceeds, net of fees of $0 and $13,820, respectively	0	261,180,000
Cash flows from financing activities:
Issuance of common stock, net	667,872,000	0
Revolver borrowings	275,000,000	250,000,000
Term loan repayments	(4,313,000)	(2,938,000)
Senior note proceeds, net of fees	1,487,003,000	0
Repayments of Senior Debt	210,000,000	0
Payment for Debt Extinguishment or Debt Prepayment Cost	14,175,000	0
Payment of financing fees	(9,968,000)	(1,117,000)
Share repurchases	0	(33,292,000)
Issuance of Sinclair penny warrants	50,000,000	0
Payment of shareholder dividends	0	(3,199,000)
Share redemption for tax withholdings - restricted stock	1,323,000	2,564,000
Stock options exercised	301,000	84,000
Net cash provided by financing activities	2,155,397,000	218,154,000
Effect of foreign currency on cash and cash equivalents	(41,651,000)	0
Net change in cash and cash equivalents and restricted cash	1,882,462,000	(68,648,000)
Cash and cash equivalents and restricted cash, beginning of period	126,555,000	185,502,000
Cash and cash equivalents and restricted cash, end of period	2,009,017,000	116,854,000
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	51,396,000	33,627,000
Income Taxes Paid, Net	35,736,000	4,385,000
Non-cash investing and financing activities:
Unpaid property and equipment	2,974,000	388,000
Stock and equity instruments issued for acquisition of SportCaller and Monkey Knife Fight	197,383,000	0
Acquisitions in exchange for contingent liability	58,685,000	0
Deferred purchase price payable	14,071,000	0
Deposit applied to fixed asset purchases	$ 4,000,000	$ 0

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GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

GENERAL INFORMATION

Organization

Bally’s Corporation (the “Company” or “Bally’s”) is a U.S. full-service sports betting/iGaming company with physical casinos and online gaming solutions united under a single, prominent brand. The Company, through its wholly owned subsidiary Twin River Management Group, Inc. (“TRMG”), owns or manages the following properties:

Property by Segment(1)	Location	Type	Built/Acquired
East
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)	Lincoln, Rhode Island	Casino and Resort	2007
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)	Tiverton, Rhode Island	Casino and Hotel	2018
Dover Downs Hotel & Casino (“Dover Downs”)	Dover, Delaware	Casino, Hotel and Raceway	2019
Bally’s Atlantic City	Atlantic City, New Jersey	Casino and Hotel	2020
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)	Evansville, Indiana	Casino and Hotel	2021
West
Hard Rock Hotel & Casino (“Hard Rock Biloxi”)	Biloxi, Mississippi	Casino and Resort	2014
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)	Vicksburg, Mississippi	Casino and Hotel	2020
Bally’s Kansas City Casino (“Bally’s Kansas City”)	Kansas City, Missouri	Casino	2020
Bally’s Black Hawk (2)	Black Hawk, Colorado	Three Casinos	2020
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)	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 Quad Cities Casino & Hotel (“Bally’s Quad Cities”)	Rock Island, Illinois	Casino and Hotel	2021

__________________________________

(1) During the second quarter of 2021, the Company updated its reportable segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. Refer to Note 17 “Segment Reporting” for further information.

(2) Includes the recently rebranded Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino (previously Golden Gulch Casino).

In addition to the properties noted above, the Company also owns the Bally’s Arapahoe Park racetrack and 13 off-track betting licenses (“Bally’s Arapahoe Park”) in Aurora, Colorado.

Under the Bally Interactive division, the Company owns and manages Bally Interactive, formerly Bet.Works, a U.S. based sports betting platform provider, Horses Mouth Limited (“SportCaller”), a leading Business-to-Business (“B2B”) free-to-play game provider for sports betting and media companies across North America, the UK, Europe, Asia, Australia, LATAM and Africa, Monkey Knife Fight (“MKF”), a North American gaming platform and daily fantasy sports operator, the Association of Volleyball Professionals (“AVP”), a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States, and Telescope Inc. (“Telescope”), a leading provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams. On October 1, 2021, the Company completed the acquisition of Gamesys Group, Plc. (“Gamesys”), a leading international online gaming operator that provides entertainment to a global consumer base.

The Company’s common stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “BALY.”

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign subsidiary is translated into U.S. dollars using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement translations are reflected as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in net income (loss).

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 accounting principles generally accepted in the United States 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, 2020. There were no material changes in significant accounting policies from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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.

Correction of Cash Flow Classification

Subsequent to the issuance of the Company’s Form 10-Q for the quarterly period ended June 30, 2021, the Company concluded that the $144.0 million in proceeds from the sale-leaseback of the Company’s Dover property were incorrectly classified as cash provided by financing activities rather than cash provided by investing activities within the Company’s unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2021. The accompanying unaudited condensed consolidated statement of cash flows for the nine months ended September 30, 2021 correctly reflects such amount as cash provided by investing activities.

The Company will correct the unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2021 when it files its Form 10-Q for the quarterly period ended June 30, 2022 with the SEC. The correction of this error had no effect on the Company’s net cash provided by operating activities or the accompanying unaudited condensed consolidated balance sheet, unaudited condensed consolidated statement of operations, unaudited condensed consolidated statement of comprehensive income, or unaudited condensed consolidated statement of Stockholders’ equity as of and for the three and nine months ended September 30, 2021.

Acquisition of Gamesys Group, Plc.

On October 1, 2021, the Company completed its acquisition of Gamesys for 9,773,537 shares of Bally’s common stock and approximately £1.554 billion in cash (the “Acquisition”).

Based on the October 1, 2021 closing price of $53.08 per share of the Company’s common stock, and a foreign exchange rate of 1.354, the aggregate consideration paid to former Gamesys shareholders in connection with the Acquisition was approximately $2.62 billion. Consideration paid includes $518.8 million in shares and $2.10 billion in cash.

In connection with the Acquisition, the Company refinanced its and Gamesys’ debt with, among other sources, the proceeds of the senior notes offering completed in August 2021, a new bank credit facility entered into on October 1, 2021 and the Company’s common stock offering completed in April 2021. See Note 11 “Long-Term Debt” for further information.

Given the short period of time from the completion of the Acquisition, the date of these condensed consolidated financial statements and the size and complexity of the transaction, the initial accounting for the business combination is incomplete at this time. The Company is not able to provide the valuation of certain components of consideration transferred or provide the allocation of consideration paid to the assets acquired or liabilities assumed. The Company will reflect the preliminary purchase price allocation in its consolidated financial statements for the year ending December 31, 2021.

Gamesys' Chief Executive Officer, Lee Fenton, became Bally’s Chief Executive Officer and joined Bally’s Board of Directors in the class of directors with a term that expires at Bally’s 2023 annual shareholders meeting. George Papanier became President, Retail, the head of Bally’s on-land business, and remains a member of Bally’s Board of Directors.

COVID-19 Pandemic

The COVID-19 pandemic significantly impacted the Company’s business. As of March 16, 2020, all of the Company’s properties at the time were closed as a result of the COVID-19 pandemic. The Company’s properties began to reopen in mid-2020 in some capacity and remained open for the rest of 2020, with the exception of Bally’s Twin River and Bally’s Tiverton, each of which closed again from November 29, 2020 through December 20, 2020. As of September 30, 2021, the Company’s properties have returned to full capacity with minimal restrictions. Although the Company is experiencing positive trends as a result of the reopening of its properties, the COVID-19 pandemic is ongoing and future developments, which are uncertain and cannot be predicted at this time, could have a material negative impact on operations.

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Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents and Restricted Cash

The Company considers all cash balances and highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

As of September 30, 2021 and December 31, 2020, restricted cash was $1.84 billion and $3.1 million, respectively. The balance at September 30, 2021 includes $1.49 billion of proceeds from the senior notes offering, explained in Note 11 “Long-Term Debt,” and $667.9 million of cash proceeds from the Company’s April 2021 common stock offering, which were classified as restricted for use in the Acquisition. These amounts were held in escrow in GBP and were translated to USD using the foreign exchange rate as of September 30, 2021, resulting in a foreign exchange loss reflected within the condensed consolidated statements of operations within Foreign exchange loss, net for the three and nine months ended September 30, 2021. In addition, restricted cash was comprised of video lottery terminal (“VLT”) and table games cash payable to the State of Rhode Island and certain cash accounts at other properties, which is unavailable for the Company’s use. The following table reconciles cash and restricted cash in the condensed consolidated balance sheets to the total shown on the condensed consolidated statements of cash flows.

	September 30,		December 31,
(in thousands)	2021		2020
Cash and cash equivalents	$	164,259	$	123,445
Restricted cash	1,844,758		3,110
Total cash and cash equivalents and restricted cash	$	2,009,017	$	126,555

Accounts Receivable, Net

Accounts receivable, net consists of the following:

	September 30,		December 31,
(in thousands)	2021		2020
Amounts due from Rhode Island and Delaware(1)	$	8,674	$	3,880
Gaming receivables	11,195		7,893
Non-gaming receivables	23,483		6,092
Accounts receivable	43,352		17,865
Less: Allowance for doubtful accounts	(3,582)		(3,067)
Accounts receivable, net	$	39,770	$	14,798

__________________________________

(1) 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 from the State of Delaware for Dover Downs.

Property and Equipment

Property and equipment are recorded at cost. Property and equipment obtained in connection with acquisitions is valued at its estimated fair value as of the date of acquisition. Additions subsequent to the acquisition date are recorded at cost.

Property and equipment are depreciated over the estimated useful lives of the assets using the straight-line method. Expenditures for renewals and betterments that extend the life or value of an asset are capitalized and expenditures for repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation applicable to assets sold or disposed are removed from the balance sheet accounts and the resulting gains or losses are reflected in the condensed consolidated statements of operations.

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. During the three and nine months ended September 30, 2021 and 2020, there was no capitalized interest.

As of September 30, 2021 and December 31, 2020, property and equipment was comprised of the following:

(in thousands)	Estimated Useful Life (in years)	September 30, 2021		December 31, 2020
Land		$	75,328	$	78,506
Land improvements	3-20	34,054		29,965
Building and improvements	5-40	633,086		635,145
Equipment	1-10	169,483		125,667
Furniture and fixtures	3-10	41,030		30,277
Construction in process		22,574		8,799
Total property, plant and equipment		975,555		908,359
Less: Accumulated depreciation		(194,899)		(159,330)
Property and equipment, net		$	780,656	$	749,029

Construction in process relates to costs capitalized in conjunction with major improvements that have not yet been placed in service, and accordingly are not currently being depreciated. The construction in process balance at September 30, 2021 includes $10.5 million of costs associated with the various capital projects at Bally’s Atlantic City, Bally Interactive, Bally’s Kansas City, the Rhode Island properties, and Hard Rock Biloxi, as well as $5.3 million of costs associated with software development within our Interactive division. The construction in process balance at December 31, 2021 included costs associated with various capital projects in process, primarily at Hard Rock Biloxi and Dover Downs.

Depreciation expense relating to property and equipment for the three months ended September 30, 2021 and 2020 was $13.5 million and $8.9 million, respectively. Depreciation expense relating to property and equipment for the nine months ended September 30, 2021 and 2020 was $37.4 million and $23.9 million, respectively.

Gain from insurance recoveries, net of losses

Gain from insurance recoveries, net of losses relate to losses incurred resulting from storms impacting the Company’s properties, net of insurance recovery proceeds. During the three and nine months ended September 30, 2021, the Company recorded gain from insurance recoveries, net of losses, of $7.9 million and $19.2 million, respectively, primarily attributable to insurance proceeds received due to the effects of Hurricane Zeta, which made landfall in Louisiana shutting down the Company’s Hard Rock Biloxi property for three days during the fourth quarter of 2020. During the three and nine months ended September 30, 2020, we recorded a gain on insurance recoveries of $10,000 and $1.0 million, respectively, related to proceeds received for a damaged roof at the Bally’s Arapahoe Park racetrack.

Long-lived Assets

The Company reviews its long-lived assets, other than goodwill and intangible assets not subject to amortization, for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is still under development, the analysis includes the remaining construction costs. Cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of an asset may not be recoverable, the potential impairment is measured based on a fair value discounted cash flow model. In connection with its rebranding initiatives, as decisions are made, it is possible that the Company could be required to record impairment charges which could be material. During the second quarter of 2021, the Company recorded an impairment charge on certain of its intangible assets as a result of the Company’s rebranding. Refer to Note 6 “Goodwill and Intangible Assets” for further information.

Strategic Partnership - Sinclair Broadcast Group

On November 18, 2020, the Company and Sinclair Broadcast Group, Inc. (“Sinclair”) entered into a Framework Agreement (the “Sinclair Agreement”), which provides for a long-term strategic relationship between the Company and Sinclair combining Bally’s integrated, proprietary sports betting technology with Sinclair’s portfolio of local broadcast stations and live regional sports networks and its Tennis Channel, Stadium sports network and STIRR streaming service, whereby the Company will receive naming rights to the regional sports networks and certain integrations to network programming in exchange for annual fees paid in cash, the issuance of warrants and options, and an agreement to share in certain tax benefits resulting from the Transaction with Sinclair (the “TRA”). The initial term of the agreement is ten years from the commencement date of the re-branded Sinclair regional sports networks and can be renewed for one additional 5-year term unless either the Company or Sinclair elect not to renew.

Naming Rights Intangible Asset - Under the terms of the Sinclair Agreement, the Company is required to pay annual naming rights fees to Sinclair for naming rights of the regional sports networks which escalate annually and total $88.0 million over the 10-year term of the agreement beginning April 1, 2021. The Company accounted for this transaction as an asset acquisition in accordance with the “Acquisition of Assets Rather Than a Business” subsections of Accounting Standards Codification (“ASC”) 805-50 using a cost accumulation model. The naming rights intangible asset represents the consideration transferred on the acquisition date comprised of the present value of annual naming rights fees, the fair value of the warrants and options and an estimate of the Tax Receivable Agreement payments, each explained below. The naming rights intangible asset was $323.7 million and $338.2 million as of September 30, 2021 and December 31, 2020, respectively. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks, and was $8.6 million and $17.2 million for the three and nine months ended September 30, 2021, respectively. Refer to Note 6 “Goodwill and Intangible Assets” for further information.

Naming Rights Fees - The present value of the annual naming rights fees was recorded as part of the cost of the naming rights intangible asset with a corresponding liability which will be accreted through interest expense over the life of the agreement. The total value of the liability as of September 30, 2021 and December 31, 2020 was $58.3 million and $56.6 million, respectively. The short-term portion of the liability, which was $2.0 million as of September 30, 2021 and December 31, 2020, is recorded within “Accrued liabilities” and the long-term portion of the liability, which was $56.3 million and $54.6 million as of September 30, 2021 and December 31 2020, respectively, is recorded within “Naming rights liabilities” in the condensed consolidated balance sheets. Accretion expense for the three and nine months ended September 30, 2021 was $1.1 million and $3.2 million respectively, and was reported in “Interest expense, net of amounts capitalized” in the condensed consolidated statements of operations.

Warrants and Options - The Company issued to Sinclair (i) an immediately exercisable warrant to purchase up to 4,915,726 shares of the Company at an exercise price of $0.01 per share (“the Penny Warrants”), (ii) a warrant to purchase up to a maximum of 3,279,337 additional shares of the Company at a price of $0.01 per share subject to the achievement of various performance metrics (the “Performance Warrants”), and (iii) an option to purchase up to 1,639,669 additional shares in four tranches with purchase prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing (the “Options”). The exercise and purchase prices and the number of shares issuable upon exercise of the warrants and options are subject to customary anti-dilution adjustments. The issuance pursuant to the warrants and options of shares in excess of 19.9% of the Company’s currently outstanding shares was subject to the approval of the Company’s stockholders in accordance with the rules of the New York Stock Exchange (“NYSE”), which was obtained on January 27, 2021.

Penny Warrants. The Penny Warrants were determined to be an equity classified instrument because they are indexed to the Company’s own stock and met the conditions to be classified as equity under ASC 815, Derivatives and Hedging, including sufficient available shares for the Company to settle the exercise of the warrants in shares. The fair value of the Penny Warrants approximates the fair value of the underlying shares and was $150.4 million on November 18, 2020 at issuance, and was recorded to “Additional paid-in-capital” in the condensed consolidated balance sheets, with an offset to the naming rights intangible asset.

Performance Warrants. The Performance Warrants are accounted for as a derivative liability because the underlying performance metrics represent an adjustment to the settlement amount that is not indexed to the Company’s own stock and thus equity classification is precluded under ASC 815. The fair value as of September 30, 2021 and December 31, 2020 was $88.0 million and $88.1 million, respectively, and is recorded within “Naming Rights liabilities” of the condensed consolidated balance sheets. Refer to Note 7 “Derivative Instruments” for further information.

Options. As of December 31, 2020, the Options were accounted for as a derivative liability because the Options could have been required to be settled in cash, outside the Company’s control, prior to formal stockholder approval. The fair value of the Options as of December 31, 2020 was $58.2 million. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity, at which point, the Options were adjusted to fair value and $59.7 million was reclassified from “Naming rights liabilities” to “Additional paid-in-capital” in the condensed consolidated balance sheet. The increase in fair value of the Options from December 31, 2020 through January 27, 2021 was $1.5 million and resulted in a mark to market loss in the first quarter of 2021, reported in “Change in value of naming rights liabilities” in the condensed consolidated statements of operations. Refer to Note 7 “Derivative Instruments” for further information

Tax Receivable Agreement - The Company is required to share 60% of the tax benefit the Company receives from the Penny Warrants, Options, Performance Warrants and payments under the TRA with Sinclair over the term of the agreement as tax benefit amounts are determined through the filing of the Company’s annual tax returns. Changes in estimate of the tax benefit to be realized and tax rates in effect at the time, among other changes, are treated as an adjustment to the naming rights intangible asset. As of September 30, 2021, the estimate of the TRA liability was $45.7 million, reflecting an increase of $2.7 million from the December 31, 2020 value of $43.0 million, and is included in “Naming rights liabilities” in the condensed consolidated balance sheets. The change in value of the TRA liability is included in “Change in value of naming rights liabilities” in the condensed consolidated statements of operations.

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RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements

Standards implemented

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)–Simplifying the Accounting for Income Taxes. This amendment serves to simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendment also improves the consistent application of ASC Topic 740 by clarifying and amending existing guidance. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted. The Company’s adoption of this ASU in the first quarter of 2021, did not have a material impact to its condensed consolidated financial statements.

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REVENUE RECOGNITION

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

REVENUE RECOGNITION

The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers. The Company generates revenue from five principal sources: gaming services, hotel, racing, food and beverage and other.

Gaming revenue includes the share of VLT revenue for Bally’s Twin River and Bally’s Tiverton, in each case, as determined by each property’s respective master VLT contracts with the State of Rhode Island. Bally’s Twin River is entitled to a 28.85% share of VLT revenue on the initial 3,002 units and a 26.00% share of VLT revenue generated from units in excess of 3,002 units. Beginning July 1, 2021, Bally’s Twin River is entitled to an additional 7.00% share of revenue on VLTs owned by the Company. Bally’s Tiverton is entitled to receive a percentage of VLT revenue that is equivalent to the percentage received by Bally’s Twin River. Gaming revenue also includes Bally’s Twin River’s and Bally’s Tiverton’s share of table games revenue. Bally’s Twin River and Bally’s Tiverton each were entitled to an 83.5% share of table games revenue generated as of September 30, 2021 and 2020. Revenue is recognized when the wager is complete, 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 records revenue from its Rhode Island operations on a net basis which is the percentage share of VLT and table games revenue received as the Company acts as an agent in operating the gaming services on behalf of the State of Rhode Island.

Gaming revenue also includes Dover Downs’ share of revenue as determined under the Delaware State Lottery Code from the date of its acquisition. Dover Downs is authorized to conduct video lottery, sports wagering, table game and internet gaming operations as one of three “Licensed Agents” under the Delaware State Lottery Code. Licensing, administration and control of gaming operations in Delaware is under the Delaware State Lottery Office and Delaware’s Department of Safety and Homeland Security, Division of Gaming Enforcement. As of September 30, 2021 and 2020, Dover Downs was entitled to an approximately 42% share of VLT revenue and an 80% share of table games revenue. Revenue is recognized when the wager is complete, 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 records revenue from its Delaware operations on a net basis, which is the percentage share of VLT and table games revenue received, as the Company acts as an agent in operating the gaming services on behalf of the State of Delaware.

Gaming revenue also includes the casino revenue of Hard Rock Biloxi, Bally’s Black Hawk, beginning January 23, 2020, Bally’s Kansas City and Bally’s Vicksburg, beginning July 1, 2020, Bally’s Atlantic City, beginning November 18, 2020, Bally’s Shreveport, beginning December 23, 2020, Bally’s Lake Tahoe, beginning April 6, 2021, Bally’s Evansville, beginning June 3, 2021, and Bally’s Quad Cities, beginning June 14, 2021, which is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for chips outstanding and “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of credits played, are charged to revenue as the amount of the progressive jackpots increase.

Gaming services contracts have two performance obligations for those customers earning incentives under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the consolidated financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. 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 for a hotel room stay, food and beverage or other amenity. The estimated standalone selling price of hotel rooms is determined based on observable prices. The standalone selling price of food and beverage, and other miscellaneous goods and services is determined based upon the actual retail prices charged to customers for those items. The performance obligations for the incentives earned under the loyalty programs are deferred and recognized as revenue when the customer redeems the incentive. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately.

The estimated retail value related to goods and services provided to guests without charge or upon redemption under the Company’s player loyalty programs included in departmental revenues, and therefore reducing gaming revenues, are as follows for the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Hotel	$	18,410	$	3,962	$	37,813	$	9,710
Food and beverage	18,505		4,082		44,334		12,989
Other	2,513		464		4,923		2,270
	$	39,428	$	8,508	$	87,070	$	24,969

During 2020, the Company entered into several multi-year agreements with third-party operators for online sports betting and iGaming market access in the states of Colorado and New Jersey from which the Company has received or expects to receive one-time, up front market access fees in cash or equity securities (specific to one operator agreement) and certain other fees in cash generally based on a percentage of the gross gaming revenue generated by the operator, with certain annual minimum guarantees due to the Company. The one-time market access fees received have been recorded as deferred revenue and will be recognized as gaming revenue ratably over the respective contract terms, beginning with the commencement of operations of each respective agreement. The Company recognized commissions in certain states from online sports betting and iGaming which are included in gaming revenue for the nine months ended September 30, 2021. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $8.7 million as of September 30, 2021 and is included in “Accrued liabilities” and “Other long-term liabilities” in the condensed consolidated balance sheets.

Racing revenue includes Bally’s Twin River’s, Bally’s Tiverton’s, Bally’s Arapahoe Park’s and Dover Downs’ share of wagering from live racing and the import of simulcast signals. Racing revenue is recognized when the wager is complete based on an established take-out percentage. The Company functions as an agent to the pari-mutuel pool. Therefore, fees and obligations related to the Company’s share of purse funding, simulcasting fees, tote fees, pari-mutuel taxes, and other fees directly related to the Company’s racing operations are reported on a net basis and included as a deduction to racing revenue.

Hotel revenue is recognized at the time of occupancy, which is when the customer obtains control through occupancy of the room. Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met.

Food and beverage revenue are recognized at the time the goods are sold from Company-operated outlets.

All other revenues, including market access, daily fantasy sports and B2B service revenue generated by the Bally Interactive operating segment, are recognized at the time the goods are sold or the service is provided.

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.

In the second quarter of 2021, the Company changed its reportable segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. Refer to Note 17 “Segment Reporting” for further information. The following tables provide a disaggregation of revenue by segment:

(in thousands)	East		West		Other		Total
Three Months Ended September 30, 2021
Gaming	$	131,338	$	95,674	$	582	$	227,594
Racing	306		—		1,716		2,022
Hotel	17,883		15,020		—		32,903
Food and beverage	18,324		11,166		14		29,504
Other	9,124		2,743		10,889		22,756
Total revenue	$	176,975	$	124,603	$	13,201	$	314,779
Three Months Ended September 30, 2020
Gaming	$	50,250	$	46,338	$	—	$	96,588
Racing	68		—		1,616		1,684
Hotel	2,398		4,476		—		6,874
Food and beverage	3,230		3,659		—		6,889
Other	3,119		1,427		43		4,589
Total revenue	$	59,065	$	55,900	$	1,659	$	116,624
Nine Months Ended September 30, 2021
Gaming	$	308,490	$	275,928	$	1,373	$	585,791
Racing	1,696		—		4,897		6,593
Hotel	35,813		32,464		—		68,277
Food and beverage	41,394		26,952		40		68,386
Other	21,065		7,846		16,820		45,731
Total revenue	$	408,458	$	343,190	$	23,130	$	774,778
Nine Months Ended September 30, 2020
Gaming	$	114,779	$	81,412	$	—	$	196,191
Racing	1,115		—		3,702		4,817
Hotel	6,462		10,173		—		16,635
Food and beverage	14,525		9,350		—		23,875
Other	9,967		3,104		107		13,178
Total revenue	$	146,848	$	104,039	$	3,809	$	254,696

Revenue included in operations from SportCaller from the date of its acquisition, February 5, 2021, MKF from the date of its acquisition, March 23, 2021, Bally Interactive from the date of its acquisition, May 28, 2021, AVP from the date of its acquisition, July 12, 2021, and Telescope from the date of its acquisition, August 12, 2021, each through September 30, 2021 are reported in “Other.” Revenue included in operations from Bally’s Lake Tahoe from the date of acquisition, April 6, 2021, and Bally’s Quad Cities from the date of its acquisition, June 14, 2021, through September 30, 2021, are reported in “West.” Revenue included in operations from Bally’s Evansville from the date of its acquisition, June 3, 2021, through September 30, 2021, is reported in “East.” Refer to Note 5. “Acquisitions” for further information.

The Company’s receivables related to contracts with customers are primarily comprised of marker balances and other amounts due from gaming activities, amounts due for hotel stays, and amounts due from tracks and off track betting (“OTB”) locations. The Company’s receivables related to contracts with customers were $27.0 million and $12.0 million as of September 30, 2021 and December 31, 2020, respectively.

Contract and Contract Related Liabilities

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. Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next 12 months. While properties were operating at limited capacity, many extended the expiration dates for tiered status programs or temporarily suspended periodic purges of unused loyalty points. As properties have resumed operations at full capacity, many have reinstated their pre-COVID-19 practices or put new loyalty programs into place.

The Company’s contract liabilities related to loyalty programs were $17.7 million and $15.5 million as of September 30, 2021 and December 31, 2020, respectively, and are included as “Accrued liabilities” in the condensed consolidated balance sheets. The Company recognized $5.8 million and $1.4 million of revenue related to loyalty program redemptions for the three months ended September 30, 2021 and 2020, respectively, and $18.0 million and $3.7 million for the nine months ended September 30, 2021 and 2020.

Advance deposits are typically for future banquet events, hotel room reservations and interactive player deposits. The banquet and hotel reservation deposits are usually received weeks or months in advance of the event or hotel stay. The Company holds restricted cash for interactive player deposits, and records a corresponding withdrawal liability. The Company’s contract liabilities related to advance deposits from customers were $3.9 million and $1.0 million as of September 30, 2021 and December 31, 2020, respectively, and are included as “Accrued liabilities” in the condensed consolidated balance sheets.

Unpaid wagers include unpaid pari-mutuel tickets and unpaid sports bet tickets. Unpaid pari-mutuel tickets not claimed within 12 months by the customer who earned them are escheated to the state. The Company’s contract liabilities related to unpaid wagers were $1.9 million and $0.9 million as of September 30, 2021 and December 31, 2020, respectively, and are included as “Accrued liabilities” in the condensed consolidated balance sheets.

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ACQUISITIONS

3 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

Recent Acquisitions

The Company accounted for all of the following recent acquisitions as business combinations using the acquisition method with Bally’s as the accounting acquirer in accordance with ASC 805. Under this method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed of the acquiree based upon their estimated fair values at the acquisition date. The fair value of the identifiable intangible assets acquired are determined by using an income approach. Significant assumptions utilized in the income approach are based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The purchase price allocation for the acquisitions of Bally’s Atlantic City, Bally’s Shreveport, Bally’s Lake Tahoe, Bally’s Evansville, Bally’s Quad Cities, SportCaller, Monkey Knife Fight, Bally Interactive, AVP and Telescope, are preliminary and will be finalized when valuations are complete and final assessments of the fair value of other acquired assets and assumed liabilities are completed. There can be no assurance that such finalizations will not result in material changes from the preliminary purchase price allocations. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible assets acquired and liabilities assumed.

The Company recorded transaction costs related to its recent and pending acquisitions of $6.8 million and $37.5 million during the three and nine months ended September 30, 2021, respectively, and $2.7 million and $7.0 million during the three and nine months ended September 30, 2020, respectively. These costs are included in “Acquisition, integration and restructuring” in the condensed consolidated statements of operations. Refer to Note 10 “Acquisition, Integration and Restructuring” for further information.

Bally’s Kansas City and Bally’s Vicksburg

On July 1, 2020, the Company completed its acquisition of the operations and real estate of Bally’s Kansas City and Bally’s Vicksburg from affiliates of Caesars Entertainment, Inc. (“Caesars”). The total consideration paid by the Company in connection with the acquisition was approximately $229.9 million, or $225.5 million net of cash acquired, excluding transaction costs.

The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed as of July 1, 2020 in connection with the acquisitions:

	As of July 1, 2020
(in thousands)	Preliminary as of December 31, 2020		Year to Date Adjustments		Final as of September 30, 2021
Cash and cash equivalents	$	4,362	$	—	$	4,362
Accounts receivable, net	582		—		582
Inventory	164		—		164
Prepaid expenses and other current assets	686		(256)		430
Property and equipment, net	60,865		—		60,865
Right of use asset	10,315		—		10,315
Intangible assets, net	138,160		—		138,160
Other assets	117		—		117
Goodwill	53,896		380		54,276
Accounts payable	(614)		—		(614)
Accrued liabilities	(3,912)		(236)		(4,148)
Lease liability	(34,452)		—		(34,452)
Other long-term liabilities	(306)		112		(194)
Total purchase price	$	229,863	$	—	$	229,863

Revenue included in operations from Bally’s Kansas City and Bally’s Vicksburg for the three and nine months ended September 30, 2021 was $30.9 million and $91.4 million, respectively. Net income included in operations from Bally’s Kansas City and Bally’s Vicksburg for the three and nine months ended September 30, 2021 was $4.3 million and $16.9 million, respectively.

Bally’s Atlantic City

On November 18, 2020, the Company completed its acquisition of Bally’s Atlantic City from Caesars and paid cash of approximately $24.7 million at closing, or $16.1 million net of cash acquired, excluding transaction costs. The Company recorded a liability of $2.0 million related to a net working capital adjustment which was reflected in “Accrued liabilities” in the condensed consolidated balance sheets as of December 31, 2020. The amount was paid in full during the first quarter of 2021.

In connection with the approval of the Company’s interim gaming license in the state of New Jersey, the Company committed to the New Jersey Casino Control Commission to spend $90.0 million, increased to $100.0 million in the second quarter of 2021, in capital expenditures over a span of five years to refurbish and upgrade the property’s facilities and expand its amenities. In connection with this commitment, the Company reached an agreement with Caesars, whereby Caesars would reimburse the Company for $30.0 million of the capital expenditure commitment by December 31, 2021. This commitment was accounted for as a contingent consideration asset under ASC 805 and was recognized at its present value as of the acquisition date, which was determined to be $27.7 million, as it represents consideration due back from the seller in connection with a business combination, and is included in “Prepaid expenses and other assets” in the condensed consolidated balance sheets. This contingent consideration asset resulted in an adjusted purchase price of $(0.9) million.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Atlantic City on November 18, 2020. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2021.

(in thousands)	Preliminary as of September 30, 2021
Cash and cash equivalents	$	8,651
Accounts receivable, net	1,122
Inventory	721
Prepaid expenses and other current assets	1,402
Property and equipment, net	40,898
Intangible assets, net	1,120
Accounts payable	(3,131)
Accrued liabilities	(7,983)
Deferred income tax liabilities	(11,132)
Net assets acquired	31,668
Bargain purchase gain	(32,595)
Total purchase price	$	(927)

The identifiable intangible assets recorded in connection with the closing of the Bally’s Atlantic City acquisition based on preliminary valuations include rated player relationships of $0.9 million and hotel and conference pre-bookings of $0.2 million, which are being amortized on a straight-line basis over estimated useful lives of approximately eight years and three years, respectively. The Company determined that the value of the intangible asset related to gaming licenses was de minimis, primarily due to the previously mentioned capital expenditure commitment required to obtain the licenses. The preliminary fair value of the identifiable intangible assets acquired was determined by using a cost approach and an income approach for the rated player relationships and pre-bookings, respectively.

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $32.6 million was recorded during the fourth quarter ended December 31, 2020. The Company believes that it was able to acquire the net assets of Bally’s Atlantic City for less than fair value as a result of a capital expenditure requirement imposed on the Company by the New Jersey Casino Control Commission, which would have been imposed on the seller had they not divested the property.

Revenue included in operations from Bally’s Atlantic City for the three and nine months ended September 30, 2021 was $46.8 million and $108.4 million, respectively.

Bally’s Shreveport Casino & Hotel

On December 23, 2020, the Company completed its acquisition of Bally’s Shreveport for a total purchase price of approximately $137.2 million. Cash paid by the Company at closing, net of $5.0 million of cash acquired and offset by a receivable of $0.8 million resulting from a net working capital adjustment, was $133.1 million, excluding transaction costs.

The identifiable intangible assets recorded in connection with the closing of the Bally’s Shreveport acquisition based on preliminary valuations include gaming licenses of $57.7 million with an indefinite life and rated player relationships of $0.4 million, which are being amortized on a straight-line basis over estimated useful lives of approximately eight years. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Shreveport on December 23, 2020. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2021.

(in thousands)	Preliminary as of September 30, 2021
Cash and cash equivalents	$	4,980
Accounts receivable, net	1,936
Inventory	495
Prepaid expenses and other current assets	245
Property and equipment, net	125,822
Right of use assets	9,260
Intangible assets, net	58,140
Other assets	403
Accounts payable and Accrued liabilities	(6,138)
Lease liability	(14,540)
Deferred tax liability	(11,457)
Other long-term liabilities	(680)
Net assets acquired	168,466
Bargain purchase gain	(31,276)
Total purchase price	$	137,190

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $31.3 million was recorded during the fourth quarter of 2020. The Company believes that it was able to acquire the net assets of Bally’s Shreveport for less than fair value as a result of a distressed sale whereby Eldorado was required by the Federal Trade Commission to divest the Bally’s Shreveport property prior to its merger with Caesars coupled with the timing of the agreement to purchase which was in the middle of COVID-19 related shutdowns of casinos in the United States.

Revenue included in operations from Bally’s Shreveport for the three and nine months ended September 30, 2021 was $28.7 million and $90.6 million, respectively. Net income included in operations from Bally’s Shreveport for the three and nine months ended September 30, 2021 was $4.0 million and $16.5 million, respectively.

Bally’s Lake Tahoe Casino Resort

On April 6, 2021, the Company acquired Bally’s Lake Tahoe, formerly MontBleu Resort Casino & Spa, in Lake Tahoe, Nevada from Eldorado and certain of its affiliates for $14.2 million, payable one year from the closing date and subject to customary post-closing adjustments. The deferred purchase price is included within “Accrued liabilities” of the condensed consolidated balance sheet.

The identifiable intangible assets recorded in connection with the closing of the Bally’s Lake Tahoe acquisition based on preliminary valuations include gaming licenses of $5.2 million with an indefinite life and a tradename of $0.2 million, which is being amortized on a straight-line basis over its estimated useful life of approximately six months. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Lake Tahoe on April 6, 2021:

	As of April 6, 2021
(in thousands)	Preliminary as of June 30, 2021		Year to Date Adjustments		Preliminary as of September 30, 2021
Total current assets	$	5,089	$	—	$	5,089
Property and equipment, net	6,361		—		6,361
Right of use assets, net	57,017		—		57,017
Intangible assets, net	5,430		—		5,430
Accounts payable and Accrued liabilities	(3,095)		(307)		(3,402)
Lease liability	(52,927)		—		(52,927)
Other long-term liabilities	(1,127)		—		(1,127)
Net assets acquired	16,748		(307)		16,441
Bargain purchase gain	(2,576)		307		(2,269)
Total purchase price	$	14,172	$	—	$	14,172

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $2.6 million was recorded during the second quarter ended June 30, 2021. An adjustment of $0.3 million, reducing the bargain purchase gain to $2.3 million, was recorded in the third quarter ended September 30, 2021. The original agreement to acquire Bally’s Lake Tahoe from Eldorado was made concurrently with the agreement of Bally’s Shreveport and the Company believes that it was able to acquire Bally’s Lake Tahoe for less than fair value as a result of a distressed sale prior to Eldorado’s merger by Caesars, as noted above.

Revenue included in operations from Bally’s Lake Tahoe for the three and nine months ended September 30, 2021 was $11.3 million and $21.0 million, respectively. Net income included in operations from Bally’s Lake Tahoe for the three and nine months ended September 30, 2021 was $0.5 million and $1.0 million, respectively.

Bally’s Evansville

On June 3, 2021, the Company completed the acquisition of the Bally’s Evansville casino operations from Caesars. The total purchase price was $139.7 million, subject to customary adjustments. Cash paid by the Company at closing, net of $9.4 million cash acquired and offset by a payable of $1.7 million resulting from a net working capital adjustment, was $128.1 million, excluding transaction costs.

In connection with the acquisition of the Bally’s Evansville casino operations, the Company entered into a sale-leaseback arrangement with an affiliate of Gaming & Leisure Properties, Inc. (“GLPI”) for the Dover Downs property. Refer to Note 12 “Leases” for further information.

The identifiable intangible assets recorded in connection with the closing of the Bally’s Evansville acquisition based on preliminary valuations include gaming licenses of $153.6 million with an indefinite life and rated player relationships of $0.6 million which are being amortized on a straight-line basis over an estimated useful life of approximately eight years. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Evansville on June 3, 2021:

	As of June 3, 2021
(in thousands)	Preliminary as of June 30, 2021		Year to Date Adjustments		Preliminary as of September 30, 2021
Cash and cash equivalents	$	9,355	$	—	$	9,355
Accounts receivable, net	1,492		(18)		1,474
Inventory and Prepaid expenses and other current assets	1,212		(10)		1,202
Property and equipment, net	12,325		—		12,325
Right of use assets, net	285,772		—		285,772
Intangible assets, net	154,210		—		154,210
Other assets	468		—		468
Accounts payable and Accrued liabilities	(10,568)		(70)		(10,638)
Lease liability	(285,772)		—		(285,772)
Deferred tax liability	(7,469)		—		(7,469)
Other long-term liabilities	(310)		—		(310)
Net assets acquired	160,715		(98)		160,617
Bargain purchase gain	(21,537)		628		(20,909)
Total purchase price	$	139,178	$	530	$	139,708

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $21.5 million was recorded during the second quarter ended June 30, 2021. An adjustment of $0.6 million, reducing the bargain purchase gain to $20.9 million, was recorded in the third quarter ended September 30, 2021. The Company believes it was able to acquire Bally’s Evansville for less than fair value as a result of a distressed sale prior to Eldorado’s merger with Caesars, as noted above.

Revenue included in operations from Bally’s Evansville for the three and nine months ended September 30, 2021 was $40.1 million and $51.8 million, respectively. Net income included in operations from Bally’s Evansville for the three and nine months ended September 30, 2021 was $4.3 million and $5.1 million, respectively.

Bally’s Quad Cities Casino & Hotel

On June 14, 2021, the Company completed its acquisition of Bally’s Quad Cities in Rock Island, Illinois. Pursuant to the terms of the Equity Purchase Agreement, the Company has acquired all of the outstanding equity securities of The Rock Island Boatworks, Inc., for a purchase price of $118.9 million in cash, subject to customary post-closing adjustments. Cash paid by the Company at closing, net of $3.2 million cash acquired, the $4.0 million deposit paid in the third quarter of 2020 and offset by a receivable of $0.3 million resulting from a networking capital adjustment, was $112.3 million, excluding transaction costs.

The identifiable intangible assets recorded in connection with the closing of the Bally’s Quad Cities acquisition based on preliminary valuations include gaming licenses of $30.3 million with an indefinite life, as well as, rated player relationships and a tradename of $0.7 million and $0.2 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years and 4 months, respectively. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Bally’s Quad Cities acquisition on June 14, 2021:

	As of June 14, 2021
(in thousands)	Preliminary as of June 30, 2021		Year to Date Adjustments		Preliminary as of September 30, 2021
Cash and cash equivalents	$	3,241	$	(308)	$	2,933
Accounts receivable, net	2,855		131		2,986
Inventory and Prepaid expenses and other current assets	844		(46)		798
Property and equipment, net	73,135		—		73,135
Intangible assets, net	31,180		—		31,180
Goodwill	14,191		402		14,593
Total current liabilities	(6,244)		(453)		(6,697)
Total purchase price	$	119,202	$	(274)	$	118,928

Revenue included in operations from Bally’s Quad Cities for the three and nine months ended September 30, 2021 was $12.3 million and $14.6 million, respectively.

Interactive Acquisitions

SportCaller - On February 5, 2021, the Company acquired SportCaller for total consideration of $42.6 million including $24.0 million in cash, and 221,391 of the Company’s common shares at closing, pending adjustment, and up to $12.0 million in value of additional shares if SportCaller meets certain post-closing performance targets (calculated based on a USD to Euro exchange ratio of 0.8334).

Monkey Knife Fight - On March 23, 2021, the Company acquired Fantasy Sports Shark, LLC d/b/a/ Monkey Knife Fight for total consideration of $118.6 million including (1) immediately exercisable penny warrants to purchase up to 984,446 of the Company’s common shares (subject to adjustment) at closing and (2) contingent penny warrants to purchase up to 787,557 additional Company common shares, half of which are issuable on each of the first and second anniversary of closing. The contingency relates to MKF’s continued operations in jurisdictions in which it operates at closing at future dates.

The Company paid cash of $22.8 million, net of cash acquired, for SportCaller and MKF. Total non-cash consideration transferred for SportCaller and MKF was $135.3 million, which included $58.7 million of the fair value of contingent consideration as of the SportCaller and MKF acquisition dates. Refer to Note 8 “Fair Value Measurements” for further information.

Bally Interactive - On May 28, 2021, the Company acquired Bally Interactive, formerly Bet.Works Corp., for approximately $71.6 million in cash and 2,084,765 of the Company’s common shares, subject in each case to customary adjustments. The shareholders of Bally Interactive will not transfer any shares of Company common stock received prior to June 1, 2022 and, for the following 12 months, may transfer only up to 1% of the Company’s common stock per every 90 days.

AVP - On July 12, 2021, the Company acquired AVP, a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States, for $10.0 million in cash, subject to customary post-closing adjustments.

Telescope - On August 12, 2021, the Company acquired an 84.16% controlling interest in Telescope, a leading provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams, for $27.7 million, subject to customary post-closing adjustments. The remaining 15.84% of Telescope is owned by certain selling shareholders and is reported as a non-controlling interest. The non-controlling interest is convertible into shares of Bally’s common stock based on a fixed exchange ratio share-settlement feature, valued using the Company’s common stock price, and is classified as permanent equity. Earnings attributable to the non-controlling interest are not material for the quarter ended September 30, 2021.

The identifiable intangible assets recorded in connection with the closing of SportCaller, MKF, Bally Interactive, AVP, and Telescope (collectively the “Bally Interactive Acquisitions”) are based on preliminary valuations and include customer relationships of $41.5 million, which are being amortized over estimated useful lives between three and ten years, developed software of $122.4 million, which is being amortized over its estimated useful lives between three and ten years, and tradenames of $3.1 million, which are being amortized over their estimated useful lives between ten and 15 years. Total goodwill recorded in connection with the Bally Interactive Acquisitions was $243.1 million.

These Bally Interactive transactions have been accounted for as business combinations using the acquisition method with Bally’s as the accounting acquirer in accordance with ASC 805.

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Bally Interactive Acquisitions:

(in thousands)	Preliminary as of September 30, 2021
Cash and cash equivalents	$	7,435
Accounts receivable, net	4,061
Prepaid expenses and other current assets	2,143
Property and equipment, net	518
Intangible assets, net	167,075
Goodwill	243,138
Total current liabilities	(13,770)
Deferred tax liability	(15,805)
Acquired non-controlling interest	(3,760)
Net investment in the Bally Interactive Acquisitions	$	391,035

During the nine months ended September 30, 2021, the Company recorded purchase accounting adjustments for MKF, SportCaller and Bally Interactive, increasing intangible assets by $0.5 million and reducing goodwill and current liabilities by $0.5 million and $1.1 million, respectively.

Revenue included in operations from the Bally Interactive Acquisitions from their respective dates of acquisition, each noted above, for the three and nine months ended September 30, 2021 was $11.4 million and $18.0 million, respectively.

Supplemental Pro Forma Consolidated Information

The following table represents unaudited supplemental pro forma consolidated revenue and net (loss) income based on Bally’s Lake Tahoe and Bally’s Evansville’s historical reporting periods as if the acquisitions had occurred as of January 1, 2020. The revenue, earnings and proforma effects of other acquisitions completed during the nine months ended September 30, 2021, which include Bally’s Quad Cities and the Bally Interactive Acquisitions, are not material to results of operations, individually or in the aggregate:

	Three Months Ended		Nine Months Ended
(in thousands, except per share data)	September 30, 2020		September 30, 2021		September 30, 2020
Revenue	$	159,708	$	844,356	$	349,100
Net income (loss)	$	11,111	$	(3,145)	$	(46,140)
Net income (loss) per share, basic	$	0.36	$	(0.07)	$	(1.50)
Net income (loss) per share, diluted	$	0.36	$	(0.07)	$	(1.50)

Pending Acquisitions

Tropicana Las Vegas

On April 13, 2021, the Company agreed to purchase the Tropicana Las Vegas Hotel and Casino in Las Vegas, Nevada (“Tropicana Las Vegas”) from GLPI valued at approximately $300 million. The purchase price for the Tropicana property’s non-land assets is $150.0 million. In addition, the Company agreed to lease the land underlying the Tropicana property from GLPI for an initial term of 50 years at an annual rent of $10.5 million, subject to increases over time. The Company and GLPI will also enter into a sale-and-leaseback transaction relating to the Company’s Black Hawk Casinos properties and the Bally’s Quad Cities property for a cash purchase price of $150.0 million payable by GLPI. The lease will have initial annual fixed rent of $12.0 million, subject to increase over time.

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GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

The change in carrying value of goodwill by reportable segment for the nine months ended September 30, 2021 and 2020 is as follows (in thousands):

	East		West		Other		Total
Goodwill as of December 31, 2020	$	84,148	$	102,831	$	—	$	186,979
Goodwill from current year business acquisitions	—		14,593		243,138		257,731
Effect of foreign exchange	—		—		(182)		(182)
Purchase accounting adjustments on prior year business acquisitions	—		380		—		380
Goodwill as of September 30, 2021	$	84,148	$	117,804	$	242,956	$	444,908

	East		West		Total
Goodwill as of December 31, 2019	$	84,148	$	48,934	$	133,082
Goodwill from current year business acquisitions	—		58,743		58,743
Impairment charges	—		(5,254)		(5,254)
Goodwill as of September 30, 2020	$	84,148	$	102,423	$	186,571

The change in intangible assets, net for the nine months ended September 30, 2021 is as follows (in thousands):

Intangible assets, net as of December 31, 2020	$	663,395
Intangible assets from current year business combinations	357,895
Change in TRA	2,689
Effect of foreign exchange	(1,172)
Impairment charges	(4,675)
Other	8,677
Less: Accumulated amortization	(30,123)
Intangible assets, net as of September 30, 2021	$	996,686

The Company’s identifiable intangible assets consist of the following:

	Weighted average remaining life (in years)	September 30, 2021
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(1)	9.5	$	340,930	$	(17,202)	$	323,728
Trade names	28.0	20,439		(16,787)		3,652
Hard Rock license	25.8	8,000		(1,758)		6,242
Customer relationships	6.1	54,909		(9,876)		45,033
Developed technology	8.7	121,697		(6,273)		115,424
Other	3.4	7,522		(1,318)		6,204
Total amortizable intangible assets		553,497		(53,214)		500,283
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	476,209		—		476,209
Bally’s trade name	Indefinite	18,981		—		18,981
Novelty game licenses	Indefinite	1,213		—		1,213
Total unamortizable intangible assets		496,403		—		496,403
Total intangible assets, net		$	1,049,900	$	(53,214)	$	996,686

(1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 2 “Significant Accounting Policies” for further information. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks. There was no amortization expense for the year ended December 31, 2020.

	Weighted average remaining life (in years)	December 31, 2020
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(2)	10.0	$	338,241	$	—	$	338,241
Trade names	8.6	21,600		(16,475)		5,125
Hard Rock license	26.5	8,000		(1,576)		6,424
Player relationships	5.8	10,515		(5,483)		5,032
Other	3.7	1,950		(750)		1,200
Total amortizable intangible assets		380,306		(24,284)		356,022
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	287,108		—		287,108
Bally’s trade name	Indefinite	19,052		—		19,052
Novelty game licenses	Indefinite	1,213		—		1,213
Total unamortizable intangible assets		307,373		—		307,373
Total intangible assets, net		$	687,679	$	(24,284)	$	663,395

(2) See note (1) above.

2021 Tradename Impairment

During the second quarter of 2021, the Company committed to rebrand a majority of its casino portfolio with the Bally’s tradename. In connection with this rebranding initiative, the Company determined it should complete an interim quantitative impairment test of its tradenames at Dover Downs and Bally’s Black Hawk, formerly the Black Hawk Casinos. As a result of the analysis, the Company recorded an impairment charge of $4.7 million during the second quarter ended June 30, 2021 which is recorded within “Goodwill and asset impairment” of the condensed consolidated statement of operations. Dover Downs and Bally’s Black Hawk are reported within the East and West reportable segments, respectively.

2020 Black Hawk Casinos Impairment

Late in the first quarter of 2020, as a result of the economic and market conditions surrounding the COVID-19 pandemic and the decline in stock price and market capitalization the Company experienced at the time, the Company determined that it was more likely than not that the carrying value of all of its reporting units exceeded these units’ respective fair values and performed an interim quantitative impairment test of goodwill. Based on this analysis, the Company determined that only the carrying value of its Black Hawk Casinos reporting unit exceeded its fair value by an amount that exceeded the assigned goodwill and indefinite lived intangibles as of the acquisition date. As a result, the Company recorded a total impairment charge of $8.6 million for the nine months ended September 30, 2020, which is included in the “West” reportable segment, and was allocated between goodwill and intangible assets with charges of $5.3 million and $3.3 million, respectively. Refer to Note 5 “Acquisitions” for further information about the preliminary purchase price allocation and goodwill and intangible balance estimated as of the acquisition date.

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DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS

Foreign Exchange Forward Contracts

On April 16, 2021, a subsidiary of the Company entered into a foreign exchange forward contract to hedge the risk of appreciation of the GBP-denominated purchase price related to the Gamesys acquisition pursuant to which the subsidiary can purchase approximately £900 million at a contracted exchange rate.

On April 16, 2021, a subsidiary of the Company entered into two foreign exchange forward contracts to hedge the risk of appreciation of both the GBP-denominated and Euro-denominated debt held by Gamesys which would be paid off at closing of the Gamesys acquisition pursuant to which the subsidiary can purchase £200 million and €336 million, at contracted exchange rates, respectively.

To enter into these foreign exchange forward contracts, the Company paid total premiums to the contract counterparties of $22.6 million.

On August 20, 2021, two of the above mentioned foreign exchange forward contracts were modified, decreasing the notional amount of the GBP-denominated forward purchase commitments by £746 million to £354 million, collectively. The Company received $1.7 million upon settlement of the modification, which decreased the remaining fair value of the contracts.

The Company’s foreign exchange forward contracts are not designated as hedging instruments under ASC 815. These derivative instruments are reported at fair value as an asset or liability in the condensed consolidated balance sheet. Gains (losses) recognized in earnings resulting from the change in fair value are reported within “Other, net” on the condensed consolidated statements of operations.

Sinclair Agreement

As noted in Note 2 “Significant Accounting Policies,” on November 18, 2020, Bally’s entered into a long-term strategic relationship with Sinclair. The Sinclair Agreement provides for Performance Warrants and Options, the accounting for which is explained below.

Performance Warrants - The Performance Warrants are accounted for as a derivative liability because the underlying performance metrics represent an adjustment to the settlement amount that is not indexed to the Company’s own stock and thus equity classification is precluded under ASC 815. The Performance Warrants are expected to continue to be classified as liability awards with changes in fair value reported within “Change in value of naming rights liabilities” in the condensed consolidated statements of operations.

Options - As of December 31, 2020, the Options were accounted for as a derivative liability because the Options could have been required to be settled in cash, outside the Company’s control, prior to formal stockholder approval. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity, at which point, the Options were adjusted to fair value of $59.7 million and were reclassified from “Naming rights liabilities” to “Additional paid-in-capital” in the condensed consolidated balance sheet. The increase in fair value of the Options from $58.2 million as of December 31, 2020, through January 27, 2021 was $1.5 million and resulted in a mark to market loss in the first quarter of 2021, reported within “Change in value of naming rights liabilities” in the condensed consolidated statements of operations.

The fair values of derivative assets and liabilities not designated as hedging instruments as of September 30, 2021 and December 31, 2020 are as follows:

(in thousands)	Balance Sheet Location	September 30, 2021		December 31, 2020
Assets:
Foreign exchange forward contracts	Prepaid expenses and other current assets	$	106	$	—
Total Assets		$	106	$	—
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	87,964	$	88,119
Sinclair Options	Naming rights liabilities	—		58,198
Total Liabilities		$	87,964	$	146,317

The gains (losses) recognized in the condensed consolidated statement of operations for derivatives not designated as hedging instruments during the three and nine months ended September 30, 2021 are as follows:

	Condensed Consolidated Statements of Operations Location	September 30, 2021
(in thousands)		Three months ended		Nine months ended
Foreign exchange forward contracts	Other, net	$	(6,003)	$	(20,776)
Sinclair Performance Warrants	Change in value of naming rights liabilities	6,965		155
Sinclair Options	Change in value of naming rights liabilities	—		(1,526)

There was no gain (loss) recognized in the condensed consolidated statement of operations for the three and nine months ended September 30, 2020.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The Company categorizes financial assets and liabilities based on the following fair value hierarchy:

Level 1: Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly;

Level 3: Unobservable inputs in which little or no market data exists requiring an entity to develop its own assumptions.

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:

	September 30, 2021
(in thousands)	Level 1		Level 2		Level 3
Assets:
Foreign exchange forward contracts	$	—	$	106	$	—
Other current assets	336		—		—
Total	$	336	$	106	$	—
Liabilities:
Sinclair Performance Warrants	$	—	$	—	$	87,964
Contingent consideration	—		—		43,691
Total	$	—	$	—	$	131,655

	December 31, 2020
(in thousands)		Level 1		Level 2		Level 3
Liabilities:
Sinclair Performance Warrants		$	—	$	—	$	88,119
Sinclair Options		—		58,198		—
Total		$	—	$	58,198	$	88,119

The Performance Warrants and acquisition related contingent consideration payable are Level 3 liabilities. A summary of the Level 3 activity is as follows:

( in thousands)	Performance Warrants		Contingent Consideration		Total
Beginning as of December 31, 2020	$	88,119	$	—	$	88,119
Additions in the period (acquisition fair value)	—		58,623		58,623
Change in fair value	(155)		(14,932)		(15,087)
Ending as of September 30, 2021	$	87,964	$	43,691	$	131,655

Foreign exchange forward contracts

The fair values of foreign exchange forward contract assets and liabilities are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates.

Sinclair Performance Warrants

Sinclair Performance Warrants are accounted for as a derivative instrument classified as a liability within Level 3 of the hierarchy 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 are 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 of the Company’s common stock trading price, risk free interest rates, the Company’s common stock price as of the valuation date, and expected terms.

Contingent Consideration

Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. In connection with the acquisitions of SportCaller and MKF on February 5, 2021 and March 23, 2021, respectively, the Company recorded contingent consideration at fair value of $58.6 million as of the acquisition dates. After the acquisition dates and until the contingencies are resolved, the fair value of contingent consideration payable is adjusted each reporting period based primarily on the expected probability of achievement of the contingency targets which are subject to management’s estimate and the Company’s stock price. These changes in fair value are recognized within “Other, net” of the condensed consolidated statements of operations. Refer to Note 5 “Acquisitions” for further information.

Sinclair Options

As noted in Note 7 “Derivative Instruments,” as of December 31, 2020, the Sinclair Options were accounted for as a derivative liability. The fair value was based on a Black-Scholes model using Level 2 inputs, including volatility rates, risk free rates, the Company’s common stock price and expected term. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity.

Other current assets

The Company has agreements with certain third-party sports betting operators for online sports betting and related iGaming market access. Pursuant to one of these agreements, the Company has a present right to payment for a fixed number of equity securities in exchange for market access. The Company recorded these securities as a stock receivable at their fair value based on quoted prices in active markets and classified within Level 1 of the hierarchy with changes to fair value included within “Other, net” of the condensed consolidated statements of operations.

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ACCRUED LIABILITIES

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

ACCRUED LIABILTIES

ACCRUED LIABILITIES

As of September 30, 2021 and December 31, 2020, accrued liabilities consisted of the following:

(in thousands)	September 30, 2021		December 31, 2020
Gaming liabilities	$	41,506	$	33,795
Compensation	31,673		21,708
Acquisition related liabilities and transaction services(1)	18,459		7,174
Property taxes	11,335		3,486
Bally’s trade name accrual, current portion	9,943		9,475
Insurance reserves	10,171		7,188
Purses due to horsemen	9,803		5,726
Legal	4,745		1,761
Interest payable	17,112		3,076
Other	52,536		26,666
Total accrued liabilities	$	207,283	$	120,055

__________________________________

(1) Includes the deferred purchase price payable for Bally’s Lake Tahoe of $14.2 million and net working capital accruals for certain recent acquisitions. Refer to Note 5 “Acquisitions” for further information.

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ACQUISITION, INTEGRATION AND RESTRUCTURING

3 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

ACQUISITION, INTEGRATION AND RESTRUCTURING

ACQUISITION, INTEGRATION AND RESTRUCTURING

The following table reflects acquisition, integration and restructuring expenses the Company recorded during the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Acquisition and integration costs:
Gamesys	$	3,749	$	—	$	17,320	$	—
Bally’s Evansville	329		—		6,421		—
Bally Interactive acquisitions(1)	842		—		4,833		—
Bally’s Quad Cities	162		658		1,790		658
Richmond, Virginia(2)	13		—		1,890		—
Bally’s Atlantic City	2		683		1,144		2,203
Bally’s Shreveport	37		727		964		1,758
Bally’s Lake Tahoe	82		—		947		—
Bally’s Kansas City and Bally’s Vicksburg	—		497		107		1,359
Other(3)	1,581		175		2,041		986
Total	6,797		2,740		37,457		6,964
Restructuring expense	—		—		—		20
Total acquisition, integration and restructuring	$	6,797	$	2,740	$	37,457	$	6,984

(1) Costs associated with the acquisition of SportCaller, MKF, AVP and Telescope, which are included within the Bally Interactive division.

(2) Costs associated with a proposal to develop a casino in the City of Richmond, Virginia, which the Company is no longer pursuing.

(3) Includes costs in connection with the development of a casino in Centre County, Pennsylvania in addition to the acquisitions of Tropicana Las Vegas, Bally’s Black Hawk, Dover Downs and other pending and closed acquisitions.

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LONG-TERM DEBT

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

As of September 30, 2021 and December 31, 2020, long-term debt consisted of the following:

(in thousands)	September 30, 2021		December 31, 2020
Term Loan principal	$	564,813	$	569,125
Revolving Credit Facility	225,000		35,000
6.75% Senior Notes due 2027	315,000		525,000
5.625% Senior notes due 2029	750,000		—
5.875% Senior notes due 2031	750,000		—
Less: Unamortized original issue discount	(22,467)		(11,771)
Less: Unamortized deferred financing fees	(20,175)		(17,499)
Long-term debt, including current maturities	2,562,171		1,099,855
Less: Current portion of Term Loan and Revolving Credit Facility	(5,750)		(5,750)
Long-term debt, net	$	2,556,421	$	1,094,105

May 2019 Senior Secured Credit Facility

On May 10, 2019, the Company entered into a credit agreement (the “Credit Agreement”) with Citizens Bank, N.A., as administrative agent, and the lenders party thereto, consisting of a $300 million Term Loan B facility (the “Term Loan Facility”) and a $250 million revolving credit facility (the “Revolving Credit Facility”). On May 11, 2020, the Company amended the Credit Agreement to increase the Term Loan Facility by $275 million to $525 million. On March 9, 2021, the Company amended the Credit Agreement to increase the borrowing limit under the Revolving Credit Facility to $325 million.

As of September 30, 2021, there were $225.0 million of outstanding borrowings under the Revolving Credit Facility at a weighted average interest rate of 4.73%. As of September 30, 2021, the interest rate for the increased portion of the Term Loan Facility was 10.25%.

The Company’s obligations under the Revolving Credit Facility and the Term Loan Facility were terminated and amounts outstanding were repaid in connection with the Company’s entry into the New Credit Facility on October 1, 2021 as described below under “Subsequent Events.”

6.75% Senior Notes due 2027

On May 10, 2019, the Company issued $400 million aggregate principal amount of 6.75% unsecured senior notes due June 1, 2027, and, on October 9, 2020, the Company issued an additional $125 million aggregate principal amount of 6.75% unsecured senior notes due June 1, 2027 (together, the “Senior Notes”).

On September 7, 2021, the Company redeemed $210 million aggregate principal amount of the Senior Notes at a redemption price of 106.750% of the principal amount using a portion of the proceeds of the Company’s April 2021 public offering of common stock. Accordingly, as of September 30, 2021, $315 million aggregate principal amount of the Senor Notes remained outstanding. On October 5, 2021, the Company redeemed the remaining $315 million aggregate principal amount of the Senior Notes at a redemption price of 109.074% of the principal amount using a portion of the proceeds of its New Term Loan Facility described below under “Subsequent Events.” As of October 5, 2021, no amounts pertaining to these Senior Notes remained outstanding.

In connection with the redemption of $210 million aggregate principal amount of Senior Notes on September 7, 2021, as noted above, the Company recorded a loss on extinguishment of debt of $19.4 million during the three months ended September 30, 2021.

The Company was in compliance with all debt covenants as of September 30, 2021.

New Senior Notes

On August 20, 2021, two unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 (the “2029 Notes”) and $750.0 million aggregate principal amount of 5.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “New Senior Notes”). The New Senior Notes were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and U.S. Bank National Association, as trustee. Certain of the net proceeds from the New Senior Notes offering were placed in escrow accounts for use in connection with the Gamesys Acquisition.

There are no operations at Bally’s Corporation. Cash held was de minimis at September 30, 2021 and December 31, 2020.

Subsequent Events

Company Assumption of New Senior Notes Issuer Obligation

On October 1, 2021, upon the closing of the Gamesys Acquisition, the Company assumed the issuer obligation under the New Senior Notes.

The New Senior Notes are guaranteed, jointly and severally, by each of the Company’s restricted subsidiaries that guarantees the Company’s obligations under its New Credit Facility.

The 2029 Notes mature on September 1, 2029 and the 2031 Notes mature on September 1, 2031. Interest is payable on the New 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 New Senior Notes at any time prior to September 1, 2024, in the case of the 2029 Notes, and September 1, 2026, in the case of the 2031 Notes, at prices equal to 100% of the principal amount of the New Senior Notes to be redeemed plus certain “make-whole” premiums, plus accrued and unpaid interest. In addition, prior to September 1, 2024, the Company may redeem up to 40% of the original principal amount of each series of the New Senior Notes with proceeds of certain equity offerings at a redemption price equal to 105.625% of the principal amount, in the case of the 2029 Notes, and 105.875%, in the case of the 2031 Notes, plus accrued and unpaid interest. The Company may redeem some or all of the New Senior Notes at any time on or after September 1, 2024, in the case of the 2029 Notes, and September 1, 2026, in the case of the 2031 Notes, at certain redemption prices set forth in the indenture plus accrued and unpaid interest.

The indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1) incur additional indebtedness, (2) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, (3) enter into certain transactions with affiliates, (4) sell or otherwise dispose of assets, (5) create or incur liens and (6) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are subject to exceptions and qualifications set forth in the indenture.

New Credit Facility

On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “New 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 “New Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “New Revolving Credit Facility”), which will mature in 2026. The New Revolving Credit Facility was undrawn at closing.

The credit facilities allow the Company to increase the size of the New Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the New Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $650 million and 100% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the New Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio as set out in the New 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.

Borrowings under the credit facilities bear interest at a rate equal to, at the Company’s option, either (1) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing, 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 LIBOR 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 New Revolving Credit Facility a 0.50% or 0.375% commitment fee in respect of commitments under the New 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 New Credit Agreement. The New Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when borrowings under the New Revolving Credit Facility exceed 30% of the total revolving commitment.

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LEASES

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

LEASES

LEASES

GLPI Master Lease

In connection with the acquisition of Bally’s Evansville, an affiliate of GLPI has agreed to acquire the real estate associated with the Evansville Casino from the Seller for $340.0 million and lease it to the Company under a master lease agreement (the “Master Lease”). GLPI has also agreed to acquire the real estate associated with Dover Downs for $144.0 million and lease it back to the Company under the Master Lease. The Master Lease with GLPI has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $40.0 million, subject to escalation. The acquisition of Evansville and commencement of the Master Lease was June 4, 2021.

During the second quarter of 2021, the Company sold the real estate associated with Dover Downs to GLPI and recorded a gain of $53.4 million representing the difference in the transaction price and the derecognition of assets. This gain is reflected as “Gain on sale-leaseback” in the condensed consolidated statements of operations.

During the second quarter of 2021, the company recognized a lease liability and corresponding right of use asset of $117.3 million and $276.9 million related to Dover Downs and Bally’s Evansville, respectively. These leases are accounted for as operating leases within the provisions of ASC 842 over the lease term or until a re-assessment event occurs.

Operating Leases

In addition to the operating lease components under the GLPI Master Lease, the Company is committed under various long-term operating lease agreements primarily related to submerged tidelands, property and equipment at Hard Rock Biloxi, Bally’s Kansas City, Bally’s Shreveport, and Bally’s Lake Tahoe. These 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 a credit-adjusted secured borrowing rate commensurate with the term of the lease.

In the second quarter of 2021, in connection with the acquisition of Bally’s Lake Tahoe, the Company assumed a lease for the real estate and land underlying the operations of the Bally’s Lake Tahoe facility. The original term of the lease expires on December 31, 2035, at which point the Company will have five options to renew the lease for additional periods of five years each. The renewal options have not been included in the calculation of the lease liability or right of use asset as the Company is not reasonably certain to exercise the options. The fixed rent due under the lease can escalate each year based on changes in CPI. Additionally, the Company is obligated to pay an annual percentage rent based on property net revenues.

Additionally, certain of the Company’s subsidiaries lease office space, parking space, memorabilia and equipment under agreements classified as operating leases that expire on various dates through 2027. Variable expenses generally represent the Company’s share of the landlord’s operating expenses, percentage rent and CPI increases. The Company does not have any leases classified as financing leases.

The Company had operating lease liabilities of approximately $525.5 million and $63.5 million as of September 30, 2021 and December 31, 2020, respectively, and right of use assets of approximately $499.1 million and $36.1 million as of September 30, 2021 and December 31, 2020, respectively, which were included in the condensed consolidated balance sheets.

The following summarizes quantitative information about the Company’s operating leases:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Operating leases:
Operating lease costs	$	13,214	$	1,083	$	20,909	$	2,183
Variable lease costs	706		13		1,624		37
Operating lease expense	13,920		1,096		22,533		2,220
Short-term lease expense	5,084		526		7,907		1,381
Total lease expense	$	19,004	$	1,622	$	30,440	$	3,601

Supplemental cash flow and other information for the three and nine months ended September 30, 2021 and 2020, related to operating leases was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	$	12,249	$	543	$	18,386	$	1,642
Right of use assets obtained in exchange for operating lease liabilities	$	1,106	$	—	$	127,729	$	116

	September 30, 2021		December 31, 2020
Weighted average remaining lease term	15.9 years		24.3 years
Weighted average discount rate	6.2	%	7.3	%

As of September 30, 2021, future minimum rental commitments under noncancelable operating leases are as follows:

(in thousands)	September 30, 2021
Remaining 2021	$	14,934
2022	52,256
2023	52,292
2024	52,304
2025	52,092
Thereafter	611,680
Total	835,558
Less: present value discount	(310,106)
Operating lease liabilities	$	525,452

Future operating lease payments as shown above include $108.1 million related to extension options that are reasonably certain of being exercised.

The Company also has leasing arrangements with third-party lessees at its properties. Leasing arrangements for which the Company acts as a lessor are not deemed material as of September 30, 2021 and December 31, 2020.

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EQUITY PLANS

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

EQUITY PLANS

EQUITY PLANS

Equity Incentive Plans

The Company has three equity incentive plans: the 2010 BLB Worldwide Holdings, Inc. Stock Option Plan (the “2010 Option Plan”), the 2015 Stock Incentive Plan (“2015 Incentive Plan”) and the Bally’s Corporation 2021 Equity Incentive Plan (“2021 Incentive Plan”), collectively (the “Equity Incentive Plans”).

The 2010 Option Plan provided for options to acquire 2,455,368 shares of the Company’s common stock. Options granted to employees, officers and directors of the Company under the 2010 Option Plan vested on various schedules by individual as defined in the individual participants’ option agreements. Vested options can generally be exercised all or in part at any time until the tenth anniversary of the date of grant. Effective December 9, 2015, it was determined that no new awards would be granted under the 2010 Option Plan. During the nine months ended September 30, 2021, there were 70,000 options exercised at a weighted average exercise price of $4.31 per share and an aggregate intrinsic value of $0.3 million. As of September 30, 2021, there were 20,000 unexercised options outstanding.

The 2015 Incentive Plan provided for the grant of stock options, restricted stock award (“RSAs”), restricted share units (“RSUs”), performance share units (“PSUs”) and other stock-based awards (collectively, “restricted awards”) (including those with performance-based vesting criteria) to employees, directors or consultants of the Company. The 2015 Incentive Plan authorized for the issuance of up to 1,700,000 shares of the Company’s common stock pursuant to grants of awards made under the plan. Effective May 18, 2021, no new awards will be granted under the 2015 Incentive Plan as a result of the new 2021 Incentive Plan being approved at the Company’s 2021 Annual Shareholder Meeting. The 2021 Incentive Plan provides for the grant of stock options, RSAs, RSUs, PSUs and other awards (including those with performance-based vesting criteria) to employees, directors or consultants of the Company. The 4,250,000 shares of the Company’s common stock, decreased by the number of shares subject to awards granted under the 2015 Incentive Plan between December 31, 2020 and May 18, 2021, or 221,464 shares, plus any shares subject to awards granted under the 2021 Incentive Plan or the 2015 Incentive Plan that are added back to the share pool under the 2021 Incentive Plan pursuant to the plan’s share counting rules, are authorized for issuance under the 2021 Incentive Plan. During the nine months ended September 30, 2021, the Company granted 488,009 restricted awards with an aggregate intrinsic value of $27.5 million of which 221,667 were granted under the 2015 Incentive Plan and 266,342 were granted under the 2021 Incentive Plan. As of September 30, 2021, 3,707,178 shares remain available for grant under the 2021 Incentive Plan, which includes shares added back to the share pool based on share counting rules. There were 875,988 restricted awards outstanding as of September 30, 2021.

Share-Based Compensation

The Company recognized total share-based compensation expense of $5.4 million and $13.8 million for the three and nine months ended September 30, 2021, respectively, and $1.8 million and $9.5 million for the three and nine months ended September 30, 2020, respectively. The total income tax benefit for share-based compensation arrangements was $1.5 million and $0.7 million for the three months ended September 30, 2021 and 2020, respectively, and $4.0 million and $3.6 million for the nine months ended September 30, 2021 and 2020, respectively.

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BENEFIT PLANS

9 Months Ended

Sep. 30, 2021

Retirement Benefits [Abstract]

BENEFIT PLANS

BENEFIT PLANSThe Company participates in and contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain of its union-represented employees. The Company acquired a defined benefit pension plan with the acquisition of Dover Downs on March 28, 2019 (“Dover Downs Pension Plan”) which is a non-contributory, tax qualified defined benefit pension plan that has been frozen since July 2011. 

Dover Downs Defined Benefit Pension Plan

The net periodic benefit (income) cost and other changes in plan assets and benefit obligations, excluding service cost, is set forth in the table below for the three and nine months ended September 30, 2021 and 2020.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Service cost	$	—	$	—	$	—	$	—
Interest cost	224		223		672		669
Expected return on plan assets	(357)		(357)		(1,071)		(1,071)
Net periodic benefit income	$	(133)	$	(134)	$	(399)	$	(402)

Contributions

Minimum pension contributions of $0.5 million are required to be made to the Dover Downs Pension Plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in 2021. The Company expects to contribute approximately $0.7 million in 2021. The Company contributed $0.2 million and $0.4 million to the Dover Downs Pension Plan during the three and nine months ended September 30, 2021, respectively. In 2020, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), minimum required contributions for single-employer pension plans, including quarterly contributions, that were otherwise due during calendar year 2020 were instead due January 1, 2021. During the three and nine months ended September 30, 2020, the Company contributed $0.5 million to the Dover Downs Pension Plan which included the minimum required contributions for first and second quarters of 2020, including all applicable interest after having elected not to make a contribution to the Dover Downs Pension Plan for the first quarter of 2020, as well as the final payment for the 2019 plan year.

401(k) Plan

The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code covering non-union employees and certain union employees that reside in the United States. The plan allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plan. Total employer contribution expense was $0.9 million and $0.1 million for the three months ended September 30, 2021 and 2020, respectively, and $2.2 million and $0.6 million for the nine months ended September 30, 2021 and 2020, respectively.

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STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

Capital Return Program and Quarterly Cash Dividend

On June 14, 2019, the Company announced that its Board of Directors approved a capital return program under which the Company could expend a total of up to $250 million for a share repurchase program and payment of dividends. 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. The Company expects to fund any share repurchases and dividends from existing capital resources. There is no fixed time period to complete share repurchases.

On July 26, 2019, the Company completed a modified Dutch auction tender offer (“Offer”), purchasing 2,504,971 common shares at an aggregate purchase price of $73.9 million. The Offer was funded with cash on hand.

On February 10, 2020 and October 4, 2021, the Board of Directors approved increases in the capital return program of $100 million and $350 million, respectively.

Total share repurchase activity, including a private repurchase transaction, during the nine months ended September 30, 2020 was as follows:

(in thousands, except share data)	Nine Months Ended September 30, 2020
Number of common shares repurchased	1,812,393
Total cost	$	33,292
Average cost per share, including commissions	$	18.37

__________________________________

There was no share repurchase activity during the nine months ended September 30, 2021.

Common Stock Offering

On April 20, 2021, the Company completed an underwritten public offering of common stock at a price to the public of $55.00 per share. The Company issued a total of 12,650,000 shares of Bally’s common stock in the offering, which included 1,650,000 shares issued pursuant to the full exercise of the underwriters' over-allotment option.

The net proceeds from the offering were approximately $671.4 million, after deducting underwriting discounts, but before expenses.

On April 20, 2021, the Company issued to affiliates of Sinclair a warrant to purchase 909,090 common shares for an aggregate purchase price of $50.0 million, the same price per share as the public offering price in Bally’s common stock public offering ($55.00 per share). The net proceeds were used to finance a portion of the purchase price of the Gamesys acquisition.

The exercise price of the warrant is nominal, and its exercise is subject to, among other conditions, requisite gaming authority approvals. Sinclair agreed not to acquire more than 4.9% of Bally’s outstanding common shares without such approvals. In addition, in accordance with the agreements that Bally’s and Sinclair entered into in November 2020, Sinclair exchanged 2,086,908 common shares for substantially identical warrants.

Treasury Stock

The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. Upon settlement, these shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. There was no share repurchase activity during the three and nine months ended September 30, 2021. As mentioned above, Sinclair exchanged 2,086,908 common shares for substantially identical warrants. The common stock received by the Company was recorded as treasury stock and subsequently retired during the second quarter of 2021. The Company retired 10,042 and 2,099,268 shares of its common stock held in treasury during the three and nine months ended September 30, 2021, respectively. The Company retired 10,892,083 shares of its common stock held in treasury during the nine months ended September 30, 2020. There were no shares retired during the three months ended September 30, 2020. The shares were returned to the status of authorized but unissued shares. As of September 30, 2021, there were no shares remaining in treasury.

During the nine months ended September 30, 2020, the Company paid cash dividends of $0.10 per common share, for a total cost of approximately $3.2 million. There were no cash dividends paid during the nine months ended September 30, 2021. As of September 30, 2021 and December 31, 2020, $84.9 million remained available for use under the above-mentioned capital return program.

Shares Outstanding

As of September 30, 2021, the Company had 44,581,568 common shares issued and outstanding. The Company issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of certain performance targets. These incremental shares and the shares issued by the consummation of the Gamesys acquisition on October 1, 2021 are summarized below:

Sinclair Penny Warrants (Note 2)	7,911,724
Sinclair Performance Warrants (Note 2)	3,279,337
Sinclair Options(1) (Note 2)	1,639,669
Monkey Knife Fight penny warrants (Note 5)	24,611
Monkey Knife Fight contingent shares (Note 5)	787,557
Telescope contingent shares (Note 5)	75,678
SportCaller contingent shares(2) (Note 5)	230,830
Gamesys acquisition (Note 1)	9,773,537
Outstanding awards under Equity Incentive Plans (Note 13)	895,988
	24,618,931

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(1) Consists of four equal tranches to purchase shares with exercise prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing of the Sinclair Agreement.

(2) The contingent consideration related to the SportCaller acquisition is 10M EUR, payable in shares subject to certain post-acquisition earnout targets and based on share price at time of payment. For purposes of this estimate, the Company used the EUR>USD conversion rate of 1.1574 as of September 30, 2021 and the closing share price of Company common shares of $50.14 per share to calculate the shares expected to be issued if all earn-out targets are met.

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ACCUMULATED OTHER COMPREHENSIVE LOSS

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Comprehensive Income (Loss) Note

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table reflects the changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2021. There was no change in accumulated other comprehensive loss for the nine months ended September 30, 2020.

(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2020	$	—	$	(3,144)	$	(3,144)
Current period other comprehensive loss	(1,414)		—		(1,414)
Reclassification adjustment to net earnings(1)	—		122		122
Accumulated other comprehensive loss at September 30, 2021	$	(1,414)	$	(3,022)	$	(4,436)

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(1) Approximately $40 thousand for each quarter ended March 31, June 30, and September 30, 2021.

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SEGMENT REPORTING

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING

During the second quarter of 2021, the Company updated its reporting segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. The growth and diversification achieved through the Company’s recent and pending acquisitions has resulted in a change in the way the Company’s chief operating decision maker makes operating decisions, assesses the performance of the business and allocates resources. As a result of this realignment, the Company determined it had four operating segments: East, West, Bally Interactive and Bally’s Arapahoe Park. Bally Interactive and Bally’s Arapahoe Park were determined to be immaterial operating segments and are therefore, included in the “Other” category along with interest expense and certain corporate operating expenses that are not allocated to the other segments, including, among other expenses, share-based compensation, merger and acquisition costs and certain non-recurring charges. The properties included within the East and West reportable segments, along with the components of the Other category, are as follows:

East	West	Other
Bally’s Twin River Lincoln Casino Resort (1)	Hard Rock Biloxi (3)	Bally Interactive(5)
Bally’s Tiverton Casino & Hotel (1)	Bally’s Vicksburg (3)	Bally’s Arapahoe Park
Dover Downs (2)	Bally’s Kansas City Casino (4)	Twin River Management Group (6)
Bally’s Atlantic City (2)	Bally’s Black Hawk (4)
Bally’s Evansville	Bally’s Shreveport Casino & Hotel(3)
	Bally’s Lake Tahoe Casino Resort
	Bally’s Quad Cities Casino Hotel

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(1) Previously reported within the “Rhode Island” segment.

(2) Previously reported within the “Mid-Atlantic” segment.

(3) Previously reported within the “Southeast” segment.

(4) Previously reported within the “West” segment.

(5) Immaterial operating segment which includes SportCaller, MKF and Bally Interactive (formerly Bet.Works) as well as online and mobile sports betting operations.

(6) Immaterial operating segment that includes interest expense and certain operating expenses that are not allocated to the other segments, which include, among other expenses, share-based compensation, merger and acquisition costs and certain non-recurring charges.

The Company is currently evaluating the acquisition of Gamesys for segment reporting purposes, but it is expected that it will be reported as International Interactive and the Company’s existing operating segment Bally Interactive, will be reported as North America Interactive. It is expected that the pending acquisition of Tropicana Las Vegas will be reported in the West and the Pennsylvania development project will be included in the East.

As of September 30, 2021, the Company’s operations are predominately within the United States and has immaterial operations in other jurisdictions. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

The following table shows revenues, income (loss), and identifiable assets for each of the Company’s reportable segments. The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements. The prior year results presented below were reclassified to conform to the new segment presentation.

(in thousands)	East		West		Other		Total
Three Months Ended September 30, 2021
Total revenue	$	176,975	$	124,603	$	13,201	$	314,779
Income (loss) from operations	34,469		31,217		(37,952)		27,734
Net income (loss)	25,386		24,001		(107,032)		(57,645)
Depreciation and amortization	5,763		8,279		14,958		29,000
Interest expense, net of amounts capitalized	15		—		31,838		31,853
Change in value of naming rights liabilities	—		—		6,965		6,965
Gain (adjustment) on bargain purchases	—		—		(1,039)		(1,039)
Capital expenditures	13,630		11,050		6,693		31,373
Goodwill	84,148		117,804		242,956		444,908
Total assets	1,282,971		1,090,759		2,595,973		4,969,703
Three Months Ended September 30, 2020
Total revenue	$	59,065	$	55,900	$	1,659	$	116,624
Income (loss) from operations	14,578		14,524		(5,719)		23,383
Net income (loss)	10,702		11,381		(15,360)		6,723
Depreciation and amortization	5,571		4,279		82		9,932
Interest expense, net of amounts capitalized	30		—		16,920		16,950
Capital expenditures	914		2,104		100		3,118
Goodwill	84,148		102,423		—		186,571
Total assets	627,654		593,038		36,189		1,256,881
Nine Months Ended September 30, 2021
Total revenue	$	408,458	$	343,190	$	23,130	$	774,778
Income (loss) from operations	124,825		100,693		(87,778)		137,740
Net income (loss)	90,353		77,397		(167,158)		592
Depreciation and amortization	17,275		21,695		28,533		67,503
Interest expense, net of amounts capitalized	49		—		74,431		74,480
Gain on sale-leaseback	(53,425)		—		—		(53,425)
Change in value of naming rights liabilities	—		—		(1,371)		(1,371)
Gain on bargain purchases	—		—		23,075		23,075
Capital expenditures	25,436		33,773		7,949		67,158
Goodwill	84,148		117,804		242,956		444,908
Total assets	1,282,971		1,090,759		2,595,973		4,969,703
Nine Months Ended September 30, 2020
Total revenue	$	146,848	$	104,039	$	3,809	$	254,696
Income (loss) from operations	9,096		8,295		(18,140)		(749)
Net income (loss)	6,602		7,710		(40,022)		(25,710)
Depreciation and amortization	18,022		9,804		228		28,054
Interest expense, net of amounts capitalized	107		—		43,581		43,688
Capital expenditures	4,299		3,524		743		8,566
Goodwill	84,148		102,423		—		186,571
Total assets	627,654		593,038		36,189		1,256,881

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EARNINGS (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per common share is calculated in accordance with ASC 260, Earnings Per Share, which requires entities that have issued securities other than common stock that participate in dividends with common stock (“participating securities”) to apply the two-class method to compute basic earnings (loss) per common share. The two-class method is an earnings allocation method under which basic earnings (loss) per common share is calculated for each class of common stock and participating security as if all such earnings had been distributed during the period. To calculate basic earnings (loss) per share, the earnings allocated to common shares is divided by the weighted average number of common shares outstanding, contingently issuable warrants, and RSUs, RSAs, and PSUs for which no future service is required as a condition to the delivery of the underlying common stock (collectively, basic shares).

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.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2021		2020		2021		2020
Net (loss) income	$	(57,645)	$	6,723	$	592	$	(25,710)
Weighted average common shares outstanding - basic	49,506		30,458		45,573		30,825
Weighted average effect of dilutive securities	—		177		303		—
Weighted average common shares outstanding - diluted	49,506		30,635		45,876		30,825
Basic earnings (loss) per share	$	(1.16)	$	0.22	$	0.01	$	(0.83)
Diluted earnings (loss) per share	$	(1.16)	$	0.22	$	0.01	$	(0.83)

There were 4,953,791 and 4,922,577 share-based awards that were considered anti-dilutive for the three and nine months ended September 30, 2021, respectively. There were 88,244 share-based awards that were considered anti-dilutive for the nine months ended September 30, 2020. There were no share-based awards that were considered anti-dilutive for the three months ended September 30, 2020.

On November 18, 2020, the Company issued penny warrants, performance-based warrants, and options 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 warrants and options do not participate in net losses. The penny warrants were considered exercisable for little to no consideration and are therefore, included in basic shares outstanding at their issuance date. For the three and nine months ended September 30, 2021, the shares underlying the performance warrants were anti-dilutive as certain contingencies were not met. Refer to Note 2 “Significant Accounting Policies” for further information regarding the Sinclair Transaction.

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CORRECTION OF CURRENT PERIOD CONSOLIDATED FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

CORRECTION OF CURRENT PERIOD CONSOLIDATED FINANCIAL STATEMENTS

CORRECTION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In connection with finalizing the third quarter 2022 financial reporting process, a prior period accounting error was identified in the Company’s previously reported unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2021 (the “previously reported financial statements”). Based on management’s evaluation of the error in consideration of the SEC Staff’s Accounting Bulletins Nos. 99 (“SAB 99”) and 108 (“SAB 108”) and interpretations therewith, the Company concluded the error is not material to the Company’s previously reported financial statements. However, the Company further concluded that the error could not be corrected as an out-of-period adjustment in the Company’s current period unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2022, because to do so would cause a material misstatement in those financial statements. Accordingly, the Company referred to the guidance prescribed by SAB 108 which specifies that the error must be corrected the next time the previously reported financial statements are filed. Therefore, in conjunction with the Company’s filing of this Form 10-Q/A to amend management’s assessment of the Company’s internal controls over financial reporting and disclosure controls and procedures, the Company corrected the error in the accompanying unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2021 as an immaterial revision of the previously reported financial statements and related notes thereto.

The following is a description of the accounting error and its impact on the Company’s previously reported financial statements:

In anticipation of the Company’s planned acquisition of Gamesys and to comply with the “certain funds” requirements under UK law, approximately $1.80 billion US dollars were converted into approximately £1.31 billion GB pound sterling (“GB sterling”) in August 2021 and held as restricted cash for use in the acquisition. The GB sterling spot rate declined as compared to the corresponding rate on the date of conversion, which resulted in a foreign exchange loss of approximately $42.9 million as of September 30, 2021. The Company recognized the loss as an unrealized loss – foreign currency translation adjustment – in the Company’s previously reported unaudited interim condensed consolidated statement of comprehensive income (loss) for the three- and nine-month periods ended September 30, 2021. However, as prescribed by ASC 830, Foreign Currency Matters, (“ASC 830”), since the Company’s functional currency is the US dollar, the $42.9 million should have been recognized as a loss on foreign currency translation in the Company’s previously reported unaudited interim condensed consolidated statement of operations for the three- and nine-month periods ended September 30, 2021. As a result, other expenses and net (loss) for the three month period ended September 30, 2021 were understated by $42.9 million and other expenses and net income for the nine month period ended September 30, 2021 was understated and overstated by $42.9 million in the Company’s previously reported unaudited interim condensed consolidated statement of operations. Similarly, foreign currency translation adjustment and total other comprehensive loss were overstated by $42.9 million, respectively, in the Company’s previously reported unaudited interim condensed consolidated statement of comprehensive loss for the three and nine month periods ended September 30, 2021 and accumulated other comprehensive loss and retained deficit were overstated and understated, respectively, by $42.9 million in the Company’s previously reported unaudited interim condensed consolidated statement of stockholders’ equity for the three- and nine-month periods ended September 30, 2021. Given the non-deductible nature of foreign currency translation gains and losses, the error had no impact on the Company’s previously reported income tax account balances.

The following tables present the impact of correcting the error on the Company’s previously reported unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2021 (in thousands):

Consolidated Balance Sheet as of September 30, 2021	As Previously Issued		Adjustment		As Revised
Retained deficit	$	(8,328)	$	(42,898)	$	(51,226)
Accumulated other comprehensive (loss) income	(47,334)		42,898		(4,436)

Consolidated Statement of Operations for the Three Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Foreign exchange loss, net(1)	$	2	$	(42,898)	$	(42,896)
Other, net(1)	(3,084)		—		(3,084)
Total other expense, net	(47,881)		(42,898)		(90,779)
Loss before provision for income taxes	$	(20,147)	$	(42,898)	$	(63,045)
Net loss	(14,747)		(42,898)		(57,645)
Basic loss per share	(0.30)		(0.86)		(1.16)
Diluted loss per share	(0.30)		(0.86)		(1.16)

__________________________________

(1)    Foreign exchange loss, net was included in Other, net in the previously issued Form 10-Q for the period ended September 30, 2021.

Consolidated Statement of Operations for the Nine Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Foreign exchange loss, net(1)	$	(455)	$	(42,898)	$	(43,353)
Other, net(1)	(6,450)		—		(6,450)
Total other expense, net	(77,499)		(42,898)		(120,397)
Income (loss) before provision for income taxes	$	60,241	$	(42,898)	$	17,343
Net income (loss)	43,490		(42,898)		592
Basic income (loss) per share	0.95		(0.94)		0.01
Diluted income (loss) per share	0.95		(0.94)		0.01

__________________________________

(1)    Foreign exchange loss, net was included in Other, net in the previously issued Form 10-Q for the period ended September 30, 2021.

Consolidated Statement of Comprehensive (Loss) Income for the Three Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Net loss	$	(14,747)	$	(42,898)	$	(57,645)
Foreign currency translation adjustment	(43,679)		42,898		(781)
Other comprehensive (loss) income	(43,638)		42,898		(740)

Consolidated Statement of Comprehensive (Loss) Income for the Nine Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Net income (loss)	$	43,490	$	(42,898)	$	592
Foreign currency translation adjustment	(44,312)		42,898		(1,414)
Other comprehensive (loss) income	(44,190)		42,898		(1,292)

Consolidated Statement of Stockholders' Equity for the Three Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Retained deficit	$	(8,328)	$	(42,898)	$	(51,226)
Net loss	(14,747)		(42,898)		(57,645)
Accumulated other comprehensive (loss) income	(47,334)		42,898		(4,436)
Other comprehensive (loss) income	(43,638)		42,898		(740)

Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Net income (loss)	$	43,490	$	(42,898)	$	592
Foreign exchange loss, net(1)	455		42,898		43,353
Other operating activities(1)	4,260		—		4,260

__________________________________

(1)    Foreign exchange loss, net was included in Other operating activities in the previously issued Form 10-Q for the period ended September 30, 2021

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Acquisitions

On October 1, 2021, the Company completed its acquisition of Gamesys for approximately £1.554 billion in cash and 9,773,537 of the Company’s common shares, subject in each case to customary adjustments. The Company financed the Acquisition and refinanced its and Gamesys’ debt, utilizing, among other sources, the net proceeds from Bally’s April 2021 common stock offering, the proceeds of borrowings under new bank credit facilities, as well as the issuance of new bonds. Refer to Note 1 “General Information” for further information.

On October 25, 2021, the Company acquired Degree 53 Limited (“Degree 53”), a UK-based creative agency that specializes in multi-channel website and personalized mobile app and software development for the online gambling and sports industries.

Senior Notes

On October 1, 2021, Bally’s assumed the issuer obligation under two series of notes issued into escrow on August 20, 2021: $750 million aggregate principal amount of 5.625% senior notes due 2029 and $750 million aggregate principal amount of 5.875% Senior Notes due 2031. Refer to Note 11 “Long-Term Debt” for further information.

Credit Facility

On October 1, 2021, Bally’s entered into a credit agreement providing for senior secured credit facilities consisting of a $1.945 billion senior secured first lien term loan facility and an undrawn $620 million senior secured first lien revolving credit facility. Refer to Note 11 “Long-Term Debt” for further information.

Capital Return Program

On October 4, 2021, the Board of Directors approved an increase in the capital return program of $350 million. Refer to Note 15 “Stockholders’ Equity” for further information.

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GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Standards implemented

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)–Simplifying the Accounting for Income Taxes. This amendment serves to simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendment also improves the consistent application of ASC Topic 740 by clarifying and amending existing guidance. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted. The Company’s adoption of this ASU in the first quarter of 2021, did not have a material impact to its condensed consolidated financial statements.

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash

The Company considers all cash balances and highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost. Property and equipment obtained in connection with acquisitions is valued at its estimated fair value as of the date of acquisition. Additions subsequent to the acquisition date are recorded at cost.

Property and equipment are depreciated over the estimated useful lives of the assets using the straight-line method. Expenditures for renewals and betterments that extend the life or value of an asset are capitalized and expenditures for repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation applicable to assets sold or disposed are removed from the balance sheet accounts and the resulting gains or losses are reflected in the condensed consolidated statements of operations.

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. During the three and nine months ended September 30, 2021 and 2020, there was no capitalized interest.

Long-Lived Assets

Long-lived Assets

The Company reviews its long-lived assets, other than goodwill and intangible assets not subject to amortization, for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is still under development, the analysis includes the remaining construction costs. Cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of an asset may not be recoverable, the potential impairment is measured based on a fair value discounted cash flow model. In connection with its rebranding initiatives, as decisions are made, it is possible that the Company could be required to record impairment charges which could be material. During the second quarter of 2021, the Company recorded an impairment charge on certain of its intangible assets as a result of the Company’s rebranding. Refer to Note 6 “Goodwill and Intangible Assets” for further information.

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Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Cash and Restricted Cash

The following table reconciles cash and restricted cash in the condensed consolidated balance sheets to the total shown on the condensed consolidated statements of cash flows.

	September 30,		December 31,
(in thousands)	2021		2020
Cash and cash equivalents	$	164,259	$	123,445
Restricted cash	1,844,758		3,110
Total cash and cash equivalents and restricted cash	$	2,009,017	$	126,555

Schedule of Cash and Restricted Cash

The following table reconciles cash and restricted cash in the condensed consolidated balance sheets to the total shown on the condensed consolidated statements of cash flows.

	September 30,		December 31,
(in thousands)	2021		2020
Cash and cash equivalents	$	164,259	$	123,445
Restricted cash	1,844,758		3,110
Total cash and cash equivalents and restricted cash	$	2,009,017	$	126,555

Schedule of Accounts Receivable

Accounts Receivable, Net

Accounts receivable, net consists of the following:

	September 30,		December 31,
(in thousands)	2021		2020
Amounts due from Rhode Island and Delaware(1)	$	8,674	$	3,880
Gaming receivables	11,195		7,893
Non-gaming receivables	23,483		6,092
Accounts receivable	43,352		17,865
Less: Allowance for doubtful accounts	(3,582)		(3,067)
Accounts receivable, net	$	39,770	$	14,798

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(1) 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 from the State of Delaware for Dover Downs.

Property, Plant and Equipment

As of September 30, 2021 and December 31, 2020, property and equipment was comprised of the following:

(in thousands)	Estimated Useful Life (in years)	September 30, 2021		December 31, 2020
Land		$	75,328	$	78,506
Land improvements	3-20	34,054		29,965
Building and improvements	5-40	633,086		635,145
Equipment	1-10	169,483		125,667
Furniture and fixtures	3-10	41,030		30,277
Construction in process		22,574		8,799
Total property, plant and equipment		975,555		908,359
Less: Accumulated depreciation		(194,899)		(159,330)
Property and equipment, net		$	780,656	$	749,029

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REVENUE RECOGNITION (Tables)

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Net Revenue

The estimated retail value related to goods and services provided to guests without charge or upon redemption under the Company’s player loyalty programs included in departmental revenues, and therefore reducing gaming revenues, are as follows for the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Hotel	$	18,410	$	3,962	$	37,813	$	9,710
Food and beverage	18,505		4,082		44,334		12,989
Other	2,513		464		4,923		2,270
	$	39,428	$	8,508	$	87,070	$	24,969

The following tables provide a disaggregation of revenue by segment:

(in thousands)	East		West		Other		Total
Three Months Ended September 30, 2021
Gaming	$	131,338	$	95,674	$	582	$	227,594
Racing	306		—		1,716		2,022
Hotel	17,883		15,020		—		32,903
Food and beverage	18,324		11,166		14		29,504
Other	9,124		2,743		10,889		22,756
Total revenue	$	176,975	$	124,603	$	13,201	$	314,779
Three Months Ended September 30, 2020
Gaming	$	50,250	$	46,338	$	—	$	96,588
Racing	68		—		1,616		1,684
Hotel	2,398		4,476		—		6,874
Food and beverage	3,230		3,659		—		6,889
Other	3,119		1,427		43		4,589
Total revenue	$	59,065	$	55,900	$	1,659	$	116,624
Nine Months Ended September 30, 2021
Gaming	$	308,490	$	275,928	$	1,373	$	585,791
Racing	1,696		—		4,897		6,593
Hotel	35,813		32,464		—		68,277
Food and beverage	41,394		26,952		40		68,386
Other	21,065		7,846		16,820		45,731
Total revenue	$	408,458	$	343,190	$	23,130	$	774,778
Nine Months Ended September 30, 2020
Gaming	$	114,779	$	81,412	$	—	$	196,191
Racing	1,115		—		3,702		4,817
Hotel	6,462		10,173		—		16,635
Food and beverage	14,525		9,350		—		23,875
Other	9,967		3,104		107		13,178
Total revenue	$	146,848	$	104,039	$	3,809	$	254,696

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ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed as of July 1, 2020 in connection with the acquisitions:

	As of July 1, 2020
(in thousands)	Preliminary as of December 31, 2020		Year to Date Adjustments		Final as of September 30, 2021
Cash and cash equivalents	$	4,362	$	—	$	4,362
Accounts receivable, net	582		—		582
Inventory	164		—		164
Prepaid expenses and other current assets	686		(256)		430
Property and equipment, net	60,865		—		60,865
Right of use asset	10,315		—		10,315
Intangible assets, net	138,160		—		138,160
Other assets	117		—		117
Goodwill	53,896		380		54,276
Accounts payable	(614)		—		(614)
Accrued liabilities	(3,912)		(236)		(4,148)
Lease liability	(34,452)		—		(34,452)
Other long-term liabilities	(306)		112		(194)
Total purchase price	$	229,863	$	—	$	229,863

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Atlantic City on November 18, 2020. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2021.

(in thousands)	Preliminary as of September 30, 2021
Cash and cash equivalents	$	8,651
Accounts receivable, net	1,122
Inventory	721
Prepaid expenses and other current assets	1,402
Property and equipment, net	40,898
Intangible assets, net	1,120
Accounts payable	(3,131)
Accrued liabilities	(7,983)
Deferred income tax liabilities	(11,132)
Net assets acquired	31,668
Bargain purchase gain	(32,595)
Total purchase price	$	(927)

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Shreveport on December 23, 2020. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2021.

(in thousands)	Preliminary as of September 30, 2021
Cash and cash equivalents	$	4,980
Accounts receivable, net	1,936
Inventory	495
Prepaid expenses and other current assets	245
Property and equipment, net	125,822
Right of use assets	9,260
Intangible assets, net	58,140
Other assets	403
Accounts payable and Accrued liabilities	(6,138)
Lease liability	(14,540)
Deferred tax liability	(11,457)
Other long-term liabilities	(680)
Net assets acquired	168,466
Bargain purchase gain	(31,276)
Total purchase price	$	137,190

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Lake Tahoe on April 6, 2021:

	As of April 6, 2021
(in thousands)	Preliminary as of June 30, 2021		Year to Date Adjustments		Preliminary as of September 30, 2021
Total current assets	$	5,089	$	—	$	5,089
Property and equipment, net	6,361		—		6,361
Right of use assets, net	57,017		—		57,017
Intangible assets, net	5,430		—		5,430
Accounts payable and Accrued liabilities	(3,095)		(307)		(3,402)
Lease liability	(52,927)		—		(52,927)
Other long-term liabilities	(1,127)		—		(1,127)
Net assets acquired	16,748		(307)		16,441
Bargain purchase gain	(2,576)		307		(2,269)
Total purchase price	$	14,172	$	—	$	14,172

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Evansville on June 3, 2021:

	As of June 3, 2021
(in thousands)	Preliminary as of June 30, 2021		Year to Date Adjustments		Preliminary as of September 30, 2021
Cash and cash equivalents	$	9,355	$	—	$	9,355
Accounts receivable, net	1,492		(18)		1,474
Inventory and Prepaid expenses and other current assets	1,212		(10)		1,202
Property and equipment, net	12,325		—		12,325
Right of use assets, net	285,772		—		285,772
Intangible assets, net	154,210		—		154,210
Other assets	468		—		468
Accounts payable and Accrued liabilities	(10,568)		(70)		(10,638)
Lease liability	(285,772)		—		(285,772)
Deferred tax liability	(7,469)		—		(7,469)
Other long-term liabilities	(310)		—		(310)
Net assets acquired	160,715		(98)		160,617
Bargain purchase gain	(21,537)		628		(20,909)
Total purchase price	$	139,178	$	530	$	139,708

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Bally’s Quad Cities acquisition on June 14, 2021:

	As of June 14, 2021
(in thousands)	Preliminary as of June 30, 2021		Year to Date Adjustments		Preliminary as of September 30, 2021
Cash and cash equivalents	$	3,241	$	(308)	$	2,933
Accounts receivable, net	2,855		131		2,986
Inventory and Prepaid expenses and other current assets	844		(46)		798
Property and equipment, net	73,135		—		73,135
Intangible assets, net	31,180		—		31,180
Goodwill	14,191		402		14,593
Total current liabilities	(6,244)		(453)		(6,697)
Total purchase price	$	119,202	$	(274)	$	118,928

The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Bally Interactive Acquisitions:

(in thousands)	Preliminary as of September 30, 2021
Cash and cash equivalents	$	7,435
Accounts receivable, net	4,061
Prepaid expenses and other current assets	2,143
Property and equipment, net	518
Intangible assets, net	167,075
Goodwill	243,138
Total current liabilities	(13,770)
Deferred tax liability	(15,805)
Acquired non-controlling interest	(3,760)
Net investment in the Bally Interactive Acquisitions	$	391,035

Business Acquisition, Pro Forma Information

The following table represents unaudited supplemental pro forma consolidated revenue and net (loss) income based on Bally’s Lake Tahoe and Bally’s Evansville’s historical reporting periods as if the acquisitions had occurred as of January 1, 2020. The revenue, earnings and proforma effects of other acquisitions completed during the nine months ended September 30, 2021, which include Bally’s Quad Cities and the Bally Interactive Acquisitions, are not material to results of operations, individually or in the aggregate:

	Three Months Ended		Nine Months Ended
(in thousands, except per share data)	September 30, 2020		September 30, 2021		September 30, 2020
Revenue	$	159,708	$	844,356	$	349,100
Net income (loss)	$	11,111	$	(3,145)	$	(46,140)
Net income (loss) per share, basic	$	0.36	$	(0.07)	$	(1.50)
Net income (loss) per share, diluted	$	0.36	$	(0.07)	$	(1.50)

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GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The change in carrying value of goodwill by reportable segment for the nine months ended September 30, 2021 and 2020 is as follows (in thousands):

	East		West		Other		Total
Goodwill as of December 31, 2020	$	84,148	$	102,831	$	—	$	186,979
Goodwill from current year business acquisitions	—		14,593		243,138		257,731
Effect of foreign exchange	—		—		(182)		(182)
Purchase accounting adjustments on prior year business acquisitions	—		380		—		380
Goodwill as of September 30, 2021	$	84,148	$	117,804	$	242,956	$	444,908

	East		West		Total
Goodwill as of December 31, 2019	$	84,148	$	48,934	$	133,082
Goodwill from current year business acquisitions	—		58,743		58,743
Impairment charges	—		(5,254)		(5,254)
Goodwill as of September 30, 2020	$	84,148	$	102,423	$	186,571

Schedule of Finite-Lived Intangible Assets

The change in intangible assets, net for the nine months ended September 30, 2021 is as follows (in thousands):

Intangible assets, net as of December 31, 2020	$	663,395
Intangible assets from current year business combinations	357,895
Change in TRA	2,689
Effect of foreign exchange	(1,172)
Impairment charges	(4,675)
Other	8,677
Less: Accumulated amortization	(30,123)
Intangible assets, net as of September 30, 2021	$	996,686

The Company’s identifiable intangible assets consist of the following:

	Weighted average remaining life (in years)	September 30, 2021
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(1)	9.5	$	340,930	$	(17,202)	$	323,728
Trade names	28.0	20,439		(16,787)		3,652
Hard Rock license	25.8	8,000		(1,758)		6,242
Customer relationships	6.1	54,909		(9,876)		45,033
Developed technology	8.7	121,697		(6,273)		115,424
Other	3.4	7,522		(1,318)		6,204
Total amortizable intangible assets		553,497		(53,214)		500,283
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	476,209		—		476,209
Bally’s trade name	Indefinite	18,981		—		18,981
Novelty game licenses	Indefinite	1,213		—		1,213
Total unamortizable intangible assets		496,403		—		496,403
Total intangible assets, net		$	1,049,900	$	(53,214)	$	996,686

(1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 2 “Significant Accounting Policies” for further information. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks. There was no amortization expense for the year ended December 31, 2020.

	Weighted average remaining life (in years)	December 31, 2020
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(2)	10.0	$	338,241	$	—	$	338,241
Trade names	8.6	21,600		(16,475)		5,125
Hard Rock license	26.5	8,000		(1,576)		6,424
Player relationships	5.8	10,515		(5,483)		5,032
Other	3.7	1,950		(750)		1,200
Total amortizable intangible assets		380,306		(24,284)		356,022
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	287,108		—		287,108
Bally’s trade name	Indefinite	19,052		—		19,052
Novelty game licenses	Indefinite	1,213		—		1,213
Total unamortizable intangible assets		307,373		—		307,373
Total intangible assets, net		$	687,679	$	(24,284)	$	663,395

(2) See note (1) above.

Schedule of Indefinite-Lived Intangible Assets

The Company’s identifiable intangible assets consist of the following:

	Weighted average remaining life (in years)	September 30, 2021
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(1)	9.5	$	340,930	$	(17,202)	$	323,728
Trade names	28.0	20,439		(16,787)		3,652
Hard Rock license	25.8	8,000		(1,758)		6,242
Customer relationships	6.1	54,909		(9,876)		45,033
Developed technology	8.7	121,697		(6,273)		115,424
Other	3.4	7,522		(1,318)		6,204
Total amortizable intangible assets		553,497		(53,214)		500,283
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	476,209		—		476,209
Bally’s trade name	Indefinite	18,981		—		18,981
Novelty game licenses	Indefinite	1,213		—		1,213
Total unamortizable intangible assets		496,403		—		496,403
Total intangible assets, net		$	1,049,900	$	(53,214)	$	996,686

(1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 2 “Significant Accounting Policies” for further information. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks. There was no amortization expense for the year ended December 31, 2020.

	Weighted average remaining life (in years)	December 31, 2020
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(2)	10.0	$	338,241	$	—	$	338,241
Trade names	8.6	21,600		(16,475)		5,125
Hard Rock license	26.5	8,000		(1,576)		6,424
Player relationships	5.8	10,515		(5,483)		5,032
Other	3.7	1,950		(750)		1,200
Total amortizable intangible assets		380,306		(24,284)		356,022
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	287,108		—		287,108
Bally’s trade name	Indefinite	19,052		—		19,052
Novelty game licenses	Indefinite	1,213		—		1,213
Total unamortizable intangible assets		307,373		—		307,373
Total intangible assets, net		$	687,679	$	(24,284)	$	663,395

(2) See note (1) above.

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DERIVATIVE INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives Not Designated as Hedging Instruments - Table

The fair values of derivative assets and liabilities not designated as hedging instruments as of September 30, 2021 and December 31, 2020 are as follows:

(in thousands)	Balance Sheet Location	September 30, 2021		December 31, 2020
Assets:
Foreign exchange forward contracts	Prepaid expenses and other current assets	$	106	$	—
Total Assets		$	106	$	—
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	87,964	$	88,119
Sinclair Options	Naming rights liabilities	—		58,198
Total Liabilities		$	87,964	$	146,317

Derivative Instruments, Gain (Loss)

The gains (losses) recognized in the condensed consolidated statement of operations for derivatives not designated as hedging instruments during the three and nine months ended September 30, 2021 are as follows:

	Condensed Consolidated Statements of Operations Location	September 30, 2021
(in thousands)		Three months ended		Nine months ended
Foreign exchange forward contracts	Other, net	$	(6,003)	$	(20,776)
Sinclair Performance Warrants	Change in value of naming rights liabilities	6,965		155
Sinclair Options	Change in value of naming rights liabilities	—		(1,526)

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping

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:

	September 30, 2021
(in thousands)	Level 1		Level 2		Level 3
Assets:
Foreign exchange forward contracts	$	—	$	106	$	—
Other current assets	336		—		—
Total	$	336	$	106	$	—
Liabilities:
Sinclair Performance Warrants	$	—	$	—	$	87,964
Contingent consideration	—		—		43,691
Total	$	—	$	—	$	131,655

	December 31, 2020
(in thousands)		Level 1		Level 2		Level 3
Liabilities:
Sinclair Performance Warrants		$	—	$	—	$	88,119
Sinclair Options		—		58,198		—
Total		$	—	$	58,198	$	88,119

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

A summary of the Level 3 activity is as follows:

( in thousands)	Performance Warrants		Contingent Consideration		Total
Beginning as of December 31, 2020	$	88,119	$	—	$	88,119
Additions in the period (acquisition fair value)	—		58,623		58,623
Change in fair value	(155)		(14,932)		(15,087)
Ending as of September 30, 2021	$	87,964	$	43,691	$	131,655

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ACCRUED LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

As of September 30, 2021 and December 31, 2020, accrued liabilities consisted of the following:

(in thousands)	September 30, 2021		December 31, 2020
Gaming liabilities	$	41,506	$	33,795
Compensation	31,673		21,708
Acquisition related liabilities and transaction services(1)	18,459		7,174
Property taxes	11,335		3,486
Bally’s trade name accrual, current portion	9,943		9,475
Insurance reserves	10,171		7,188
Purses due to horsemen	9,803		5,726
Legal	4,745		1,761
Interest payable	17,112		3,076
Other	52,536		26,666
Total accrued liabilities	$	207,283	$	120,055

__________________________________

(1) Includes the deferred purchase price payable for Bally’s Lake Tahoe of $14.2 million and net working capital accruals for certain recent acquisitions. Refer to Note 5 “Acquisitions” for further information.

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ACQUISITION, INTEGRATION AND RESTRUCTURING (Tables)

9 Months Ended

Sep. 30, 2021

Restructuring and Related Activities [Abstract]

Restructuring Charges

The following table reflects acquisition, integration and restructuring expenses the Company recorded during the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Acquisition and integration costs:
Gamesys	$	3,749	$	—	$	17,320	$	—
Bally’s Evansville	329		—		6,421		—
Bally Interactive acquisitions(1)	842		—		4,833		—
Bally’s Quad Cities	162		658		1,790		658
Richmond, Virginia(2)	13		—		1,890		—
Bally’s Atlantic City	2		683		1,144		2,203
Bally’s Shreveport	37		727		964		1,758
Bally’s Lake Tahoe	82		—		947		—
Bally’s Kansas City and Bally’s Vicksburg	—		497		107		1,359
Other(3)	1,581		175		2,041		986
Total	6,797		2,740		37,457		6,964
Restructuring expense	—		—		—		20
Total acquisition, integration and restructuring	$	6,797	$	2,740	$	37,457	$	6,984

(1) Costs associated with the acquisition of SportCaller, MKF, AVP and Telescope, which are included within the Bally Interactive division.

(2) Costs associated with a proposal to develop a casino in the City of Richmond, Virginia, which the Company is no longer pursuing.

(3) Includes costs in connection with the development of a casino in Centre County, Pennsylvania in addition to the acquisitions of Tropicana Las Vegas, Bally’s Black Hawk, Dover Downs and other pending and closed acquisitions.

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LONG-TERM DEBT (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt

As of September 30, 2021 and December 31, 2020, long-term debt consisted of the following:

(in thousands)	September 30, 2021		December 31, 2020
Term Loan principal	$	564,813	$	569,125
Revolving Credit Facility	225,000		35,000
6.75% Senior Notes due 2027	315,000		525,000
5.625% Senior notes due 2029	750,000		—
5.875% Senior notes due 2031	750,000		—
Less: Unamortized original issue discount	(22,467)		(11,771)
Less: Unamortized deferred financing fees	(20,175)		(17,499)
Long-term debt, including current maturities	2,562,171		1,099,855
Less: Current portion of Term Loan and Revolving Credit Facility	(5,750)		(5,750)
Long-term debt, net	$	2,556,421	$	1,094,105

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LEASES (Tables)

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Schedule of Quantitative Information of Operating Leases

The following summarizes quantitative information about the Company’s operating leases:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Operating leases:
Operating lease costs	$	13,214	$	1,083	$	20,909	$	2,183
Variable lease costs	706		13		1,624		37
Operating lease expense	13,920		1,096		22,533		2,220
Short-term lease expense	5,084		526		7,907		1,381
Total lease expense	$	19,004	$	1,622	$	30,440	$	3,601

Supplemental cash flow and other information for the three and nine months ended September 30, 2021 and 2020, related to operating leases was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	$	12,249	$	543	$	18,386	$	1,642
Right of use assets obtained in exchange for operating lease liabilities	$	1,106	$	—	$	127,729	$	116

Supplemental Balance Sheet Information

	September 30, 2021		December 31, 2020
Weighted average remaining lease term	15.9 years		24.3 years
Weighted average discount rate	6.2	%	7.3	%

Schedule of Future Minimum Rental Commitments

As of September 30, 2021, future minimum rental commitments under noncancelable operating leases are as follows:

(in thousands)	September 30, 2021
Remaining 2021	$	14,934
2022	52,256
2023	52,292
2024	52,304
2025	52,092
Thereafter	611,680
Total	835,558
Less: present value discount	(310,106)
Operating lease liabilities	$	525,452

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BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2021

Retirement Benefits [Abstract]

Schedule of Net Benefit Costs

The net periodic benefit (income) cost and other changes in plan assets and benefit obligations, excluding service cost, is set forth in the table below for the three and nine months ended September 30, 2021 and 2020.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Service cost	$	—	$	—	$	—	$	—
Interest cost	224		223		672		669
Expected return on plan assets	(357)		(357)		(1,071)		(1,071)
Net periodic benefit income	$	(133)	$	(134)	$	(399)	$	(402)

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STOCKHOLDERS’ EQUITY (Tables)

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Schedule of Share Repurchase Activity

Total share repurchase activity, including a private repurchase transaction, during the nine months ended September 30, 2020 was as follows:

(in thousands, except share data)	Nine Months Ended September 30, 2020
Number of common shares repurchased	1,812,393
Total cost	$	33,292
Average cost per share, including commissions	$	18.37

__________________________________

There was no share repurchase activity during the nine months ended September 30, 2021.

Schedule of Outstanding Warrants, Options, and Contingent Shares

The Company issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of certain performance targets. These incremental shares and the shares issued by the consummation of the Gamesys acquisition on October 1, 2021 are summarized below:

Sinclair Penny Warrants (Note 2)	7,911,724
Sinclair Performance Warrants (Note 2)	3,279,337
Sinclair Options(1) (Note 2)	1,639,669
Monkey Knife Fight penny warrants (Note 5)	24,611
Monkey Knife Fight contingent shares (Note 5)	787,557
Telescope contingent shares (Note 5)	75,678
SportCaller contingent shares(2) (Note 5)	230,830
Gamesys acquisition (Note 1)	9,773,537
Outstanding awards under Equity Incentive Plans (Note 13)	895,988
	24,618,931

__________________________________

(1) Consists of four equal tranches to purchase shares with exercise prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing of the Sinclair Agreement.

(2) The contingent consideration related to the SportCaller acquisition is 10M EUR, payable in shares subject to certain post-acquisition earnout targets and based on share price at time of payment. For purposes of this estimate, the Company used the EUR>USD conversion rate of 1.1574 as of September 30, 2021 and the closing share price of Company common shares of $50.14 per share to calculate the shares expected to be issued if all earn-out targets are met.

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table reflects the changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2021. There was no change in accumulated other comprehensive loss for the nine months ended September 30, 2020.

(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2020	$	—	$	(3,144)	$	(3,144)
Current period other comprehensive loss	(1,414)		—		(1,414)
Reclassification adjustment to net earnings(1)	—		122		122
Accumulated other comprehensive loss at September 30, 2021	$	(1,414)	$	(3,022)	$	(4,436)

__________________________________

(1) Approximately $40 thousand for each quarter ended March 31, June 30, and September 30, 2021.

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SEGMENT REPORTING (Tables)

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Schedule of Reportable Segment Information

The following table shows revenues, income (loss), and identifiable assets for each of the Company’s reportable segments. The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements. The prior year results presented below were reclassified to conform to the new segment presentation.

(in thousands)	East		West		Other		Total
Three Months Ended September 30, 2021
Total revenue	$	176,975	$	124,603	$	13,201	$	314,779
Income (loss) from operations	34,469		31,217		(37,952)		27,734
Net income (loss)	25,386		24,001		(107,032)		(57,645)
Depreciation and amortization	5,763		8,279		14,958		29,000
Interest expense, net of amounts capitalized	15		—		31,838		31,853
Change in value of naming rights liabilities	—		—		6,965		6,965
Gain (adjustment) on bargain purchases	—		—		(1,039)		(1,039)
Capital expenditures	13,630		11,050		6,693		31,373
Goodwill	84,148		117,804		242,956		444,908
Total assets	1,282,971		1,090,759		2,595,973		4,969,703
Three Months Ended September 30, 2020
Total revenue	$	59,065	$	55,900	$	1,659	$	116,624
Income (loss) from operations	14,578		14,524		(5,719)		23,383
Net income (loss)	10,702		11,381		(15,360)		6,723
Depreciation and amortization	5,571		4,279		82		9,932
Interest expense, net of amounts capitalized	30		—		16,920		16,950
Capital expenditures	914		2,104		100		3,118
Goodwill	84,148		102,423		—		186,571
Total assets	627,654		593,038		36,189		1,256,881
Nine Months Ended September 30, 2021
Total revenue	$	408,458	$	343,190	$	23,130	$	774,778
Income (loss) from operations	124,825		100,693		(87,778)		137,740
Net income (loss)	90,353		77,397		(167,158)		592
Depreciation and amortization	17,275		21,695		28,533		67,503
Interest expense, net of amounts capitalized	49		—		74,431		74,480
Gain on sale-leaseback	(53,425)		—		—		(53,425)
Change in value of naming rights liabilities	—		—		(1,371)		(1,371)
Gain on bargain purchases	—		—		23,075		23,075
Capital expenditures	25,436		33,773		7,949		67,158
Goodwill	84,148		117,804		242,956		444,908
Total assets	1,282,971		1,090,759		2,595,973		4,969,703
Nine Months Ended September 30, 2020
Total revenue	$	146,848	$	104,039	$	3,809	$	254,696
Income (loss) from operations	9,096		8,295		(18,140)		(749)
Net income (loss)	6,602		7,710		(40,022)		(25,710)
Depreciation and amortization	18,022		9,804		228		28,054
Interest expense, net of amounts capitalized	107		—		43,581		43,688
Capital expenditures	4,299		3,524		743		8,566
Goodwill	84,148		102,423		—		186,571
Total assets	627,654		593,038		36,189		1,256,881

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Computations of Basic and Diluted EPS

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2021		2020		2021		2020
Net (loss) income	$	(57,645)	$	6,723	$	592	$	(25,710)
Weighted average common shares outstanding - basic	49,506		30,458		45,573		30,825
Weighted average effect of dilutive securities	—		177		303		—
Weighted average common shares outstanding - diluted	49,506		30,635		45,876		30,825
Basic earnings (loss) per share	$	(1.16)	$	0.22	$	0.01	$	(0.83)
Diluted earnings (loss) per share	$	(1.16)	$	0.22	$	0.01	$	(0.83)

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CORRECTION OF CURRENT PERIOD CONSOLIDATED FINANCIAL STATEMENTS (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The following tables present the impact of correcting the error on the Company’s previously reported unaudited interim condensed consolidated financial statements as of and for the three- and nine-month periods ended September 30, 2021 (in thousands):

Consolidated Balance Sheet as of September 30, 2021	As Previously Issued		Adjustment		As Revised
Retained deficit	$	(8,328)	$	(42,898)	$	(51,226)
Accumulated other comprehensive (loss) income	(47,334)		42,898		(4,436)

Consolidated Statement of Operations for the Three Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Foreign exchange loss, net(1)	$	2	$	(42,898)	$	(42,896)
Other, net(1)	(3,084)		—		(3,084)
Total other expense, net	(47,881)		(42,898)		(90,779)
Loss before provision for income taxes	$	(20,147)	$	(42,898)	$	(63,045)
Net loss	(14,747)		(42,898)		(57,645)
Basic loss per share	(0.30)		(0.86)		(1.16)
Diluted loss per share	(0.30)		(0.86)		(1.16)

__________________________________

(1)    Foreign exchange loss, net was included in Other, net in the previously issued Form 10-Q for the period ended September 30, 2021.

Consolidated Statement of Operations for the Nine Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Foreign exchange loss, net(1)	$	(455)	$	(42,898)	$	(43,353)
Other, net(1)	(6,450)		—		(6,450)
Total other expense, net	(77,499)		(42,898)		(120,397)
Income (loss) before provision for income taxes	$	60,241	$	(42,898)	$	17,343
Net income (loss)	43,490		(42,898)		592
Basic income (loss) per share	0.95		(0.94)		0.01
Diluted income (loss) per share	0.95		(0.94)		0.01

__________________________________

(1)    Foreign exchange loss, net was included in Other, net in the previously issued Form 10-Q for the period ended September 30, 2021.

Consolidated Statement of Comprehensive (Loss) Income for the Three Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Net loss	$	(14,747)	$	(42,898)	$	(57,645)
Foreign currency translation adjustment	(43,679)		42,898		(781)
Other comprehensive (loss) income	(43,638)		42,898		(740)

Consolidated Statement of Comprehensive (Loss) Income for the Nine Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Net income (loss)	$	43,490	$	(42,898)	$	592
Foreign currency translation adjustment	(44,312)		42,898		(1,414)
Other comprehensive (loss) income	(44,190)		42,898		(1,292)

Consolidated Statement of Stockholders' Equity for the Three Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Retained deficit	$	(8,328)	$	(42,898)	$	(51,226)
Net loss	(14,747)		(42,898)		(57,645)
Accumulated other comprehensive (loss) income	(47,334)		42,898		(4,436)
Other comprehensive (loss) income	(43,638)		42,898		(740)

Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2021	As Previously Issued		Adjustment		As Revised
Net income (loss)	$	43,490	$	(42,898)	$	592
Foreign exchange loss, net(1)	455		42,898		43,353
Other operating activities(1)	4,260		—		4,260

__________________________________

(1)    Foreign exchange loss, net was included in Other operating activities in the previously issued Form 10-Q for the period ended September 30, 2021

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GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - Gamesys - Subsequent Event $ / shares in Units, £ in Millions, $ in Millions	Oct. 01, 2021 GBP (£) shares	Oct. 01, 2021 USD ($) $ / shares shares
Class of Stock [Line Items]
Number of shares acquired (in shares) | shares	9,773,537	9,773,537
Consideration paid in cash	£ 1,554	$ 2,100.0
Share price (in dollars or pence per share) | $ / shares		$ 53.08
Foreign exchange rate		1.354
Total consideration paid		$ 2,620.0
Amount of consideration paid in shares		$ 518.8

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Significant Accounting Policies - Additional Information (Details)			1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 01, 2021 USD ($)	Jan. 27, 2021 USD ($)	Jan. 27, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Apr. 20, 2021 $ / shares shares	Dec. 31, 2020 USD ($)	Nov. 18, 2020 USD ($) $ / shares shares
Property, Plant and Equipment [Line Items]
Restricted cash				$ 1,844,758,000		$ 1,844,758,000			$ 3,110,000
Senior note proceeds, net of fees						1,487,003,000	$ 0
Issuance of common stock, net						667,872,000	0
Depreciation expense				13,500,000	$ 8,900,000	37,400,000	23,900,000
Gain from insurance recoveries, net of losses				(7,942,000)	$ (10,000)	(19,197,000)	$ (1,036,000)
Amortization of intangible assets						30,123,000
Naming rights liability				190,270,000		190,270,000			243,965,000
Number of common shares called by warrant (in shares) | shares								909,090
Exercise price of warrants (in dollars per share) | $ / shares								$ 55.00
Percent of warrants and options subject to approval	0.199
Equity, increase in fair value			$ 1,500,000
Capital Projects
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross				10,500,000		10,500,000
Software Development
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross				5,300,000		5,300,000
Penny Warrant
Property, Plant and Equipment [Line Items]
Number of common shares called by warrant (in shares) | shares										4,915,726
Exercise price of warrants (in dollars per share) | $ / shares										$ 0.01
Fair value of underlying shares	$ 150,400,000
Performance Warrant
Property, Plant and Equipment [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares										$ 0.01
Fair value				88,000,000		88,000,000			88,100,000
Performance Warrant | Maximum
Property, Plant and Equipment [Line Items]
Number of common shares called by warrant (in shares) | shares										3,279,337
Option on Securities
Property, Plant and Equipment [Line Items]
Number of common shares called by warrant (in shares) | shares										1,639,669
Fair value									58,200,000
Option on Securities | Maximum
Property, Plant and Equipment [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares										$ 45.00
Option on Securities | Minimum
Property, Plant and Equipment [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares										$ 30.00
Penny Warrant and Options
Property, Plant and Equipment [Line Items]
Equity fair value adjustment		$ 59,700,000
Naming Rights
Property, Plant and Equipment [Line Items]
Amortization of intangible assets				(8,600,000)		(17,200,000)
Sinclair Agreement
Property, Plant and Equipment [Line Items]
Naming rights, total fees										$ 88,000,000
Naming rights liability				58,300,000		58,300,000			56,600,000
Accretion expense				1,100,000		3,200,000
Tax benefit shared, in percent										0.60
Estimate in tax receivable agreement liability				45,700,000		45,700,000			43,000,000
Increase of liability				2,700,000		2,700,000
Sinclair Agreement | Accrued Liabilities
Property, Plant and Equipment [Line Items]
Short-term portion of liability				2,000,000		2,000,000			2,000,000
Sinclair Agreement | Naming Rights Liability
Property, Plant and Equipment [Line Items]
Long-term portion of liability				56,300,000		56,300,000			54,600,000
Sinclair Agreement
Property, Plant and Equipment [Line Items]
Initial term	10 years
Naming rights, intangible assets				$ 323,700,000		$ 323,700,000			$ 338,200,000

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Significant Accounting Policies - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 164,259	$ 123,445
Restricted cash	1,844,758	3,110
Total cash and cash equivalents and restricted cash	$ 2,009,017	$ 126,555	$ 116,854	$ 185,502

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Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 43,352	$ 17,865
Less: Allowance for doubtful accounts	(3,582)	(3,067)
Accounts receivable, net	39,770	14,798
Rhode Island and Delaware
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	8,674	3,880
Gaming receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	11,195	7,893
Non-gaming receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 23,483	$ 6,092

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Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 975,555	$ 908,359
Less: Accumulated depreciation	(194,899)	(159,330)
Property and equipment, net	780,656	749,029
Land
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	75,328	78,506
Land improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 34,054	29,965
Land improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Land improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	20 years
Building and improvements
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 633,086	635,145
Building and improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	5 years
Building and improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	40 years
Equipment
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 169,483	125,667
Equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	1 year
Equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	10 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 41,030	30,277
Furniture and fixtures | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	3 years
Furniture and fixtures | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life (in years)	10 years
Construction in process
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 22,574	$ 8,799

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RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ (1,317,451)	$ (326,598)

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REVENUE RECOGNITION - Additional Information (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021 USD ($) terminal	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) terminal	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Disaggregation of Revenue [Line Items]
Contracts with customers receivables	$ 27.0		$ 27.0		$ 12.0
Loyalty Programs
Disaggregation of Revenue [Line Items]
Contract liabilities	17.7		17.7		15.5
Contract liabilities, revenue recognized	5.8	$ 1.4	18.0	$ 3.7
Customer Deposits
Disaggregation of Revenue [Line Items]
Contract liabilities	3.9		3.9		1.0
Unpaid Tickets
Disaggregation of Revenue [Line Items]
Contract liabilities	1.9		1.9		$ 0.9
Online Sports Betting and iGaming Market Access
Disaggregation of Revenue [Line Items]
Contract with Customer, Liability	$ 8.7		$ 8.7
East Segment | VLT Revenue
Disaggregation of Revenue [Line Items]
Number of video lottery terminals (VLTs) | terminal	3,002		3,002
East Segment | Table Games Revenue
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	83.50%		83.50%
East Segment | Threshold One | VLT Revenue
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	28.85%		28.85%
East Segment | Threshold Two | VLT Revenue
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	26.00%		26.00%
East Segment | Threshold Three | VLT Revenue
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	7.00%		7.00%
Delaware Property [Member] | VLT Revenue
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	42.00%		42.00%
Delaware Property [Member] | Table Games Revenue
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	80.00%		80.00%

XML

REVENUE RECOGNITION - Loyalty Programs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Hotel
Disaggregation of Revenue [Line Items]
Goods and services provided without charge	$ 18,410	$ 3,962	$ 37,813	$ 9,710
Food and beverage
Disaggregation of Revenue [Line Items]
Goods and services provided without charge	18,505	4,082	44,334	12,989
Other
Disaggregation of Revenue [Line Items]
Goods and services provided without charge	2,513	464	4,923	2,270
Loyalty Programs
Disaggregation of Revenue [Line Items]
Goods and services provided without charge	$ 39,428	$ 8,508	$ 87,070	$ 24,969

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REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Total revenue	$ 314,779	$ 116,624	$ 774,778	$ 254,696
Gaming
Disaggregation of Revenue [Line Items]
Total revenue	227,594	96,588	585,791	196,191
Racing
Disaggregation of Revenue [Line Items]
Total revenue	2,022	1,684	6,593	4,817
Hotel
Disaggregation of Revenue [Line Items]
Total revenue	32,903	6,874	68,277	16,635
Food and beverage
Disaggregation of Revenue [Line Items]
Total revenue	29,504	6,889	68,386	23,875
Other
Disaggregation of Revenue [Line Items]
Total revenue	22,756	4,589	45,731	13,178
East Segment
Disaggregation of Revenue [Line Items]
Total revenue	176,975	59,065	408,458	146,848
East Segment | Gaming
Disaggregation of Revenue [Line Items]
Total revenue	131,338	50,250	308,490	114,779
East Segment | Racing
Disaggregation of Revenue [Line Items]
Total revenue	306	68	1,696	1,115
East Segment | Hotel
Disaggregation of Revenue [Line Items]
Total revenue	17,883	2,398	35,813	6,462
East Segment | Food and beverage
Disaggregation of Revenue [Line Items]
Total revenue	18,324	3,230	41,394	14,525
East Segment | Other
Disaggregation of Revenue [Line Items]
Total revenue	9,124	3,119	21,065	9,967
West Segment
Disaggregation of Revenue [Line Items]
Total revenue	124,603	55,900	343,190	104,039
West Segment | Gaming
Disaggregation of Revenue [Line Items]
Total revenue	95,674	46,338	275,928	81,412
West Segment | Racing
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	0
West Segment | Hotel
Disaggregation of Revenue [Line Items]
Total revenue	15,020	4,476	32,464	10,173
West Segment | Food and beverage
Disaggregation of Revenue [Line Items]
Total revenue	11,166	3,659	26,952	9,350
West Segment | Other
Disaggregation of Revenue [Line Items]
Total revenue	2,743	1,427	7,846	3,104
Other
Disaggregation of Revenue [Line Items]
Total revenue	13,201	1,659	23,130	3,809
Other | Gaming
Disaggregation of Revenue [Line Items]
Total revenue	582	0	1,373	0
Other | Racing
Disaggregation of Revenue [Line Items]
Total revenue	1,716	1,616	4,897	3,702
Other | Hotel
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	0
Other | Food and beverage
Disaggregation of Revenue [Line Items]
Total revenue	14	0	40	0
Other | Other
Disaggregation of Revenue [Line Items]
Total revenue	$ 10,889	$ 43	$ 16,820	$ 107

XML

ACQUISITIONS - Narrative (Details) £ in Millions																	3 Months Ended			4 Months Ended		6 Months Ended	9 Months Ended
	Oct. 01, 2021 USD ($)	Oct. 01, 2021 GBP (£)	Aug. 12, 2021 USD ($)	Jul. 12, 2021 USD ($)	Jun. 14, 2021 USD ($)	Jun. 03, 2021 USD ($)	Jun. 01, 2021 USD ($) shares	Apr. 13, 2021 USD ($)	Apr. 06, 2021 USD ($)	Mar. 23, 2021 USD ($) shares	Feb. 05, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Dec. 23, 2020 USD ($)	Nov. 18, 2020 USD ($)	Sep. 30, 2020 USD ($)	Jul. 01, 2020 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Jan. 22, 2021 shares
Business Acquisition [Line Items]
Total consideration paid, net of cash acquired																							$ 371,655,000	$ 275,947,000
Transaction costs																	$ 6,797,000		$ 2,740,000				37,457,000	6,964,000
Bargain purchase gain																	$ (1,039,000)		0				23,075,000	0
Change in contingent consideration payable																							$ (14,830,000)	0
Telescope
Business Acquisition [Line Items]
Ownership percentage by noncontrolling owners			15.84%
Tropicana Evansville
Business Acquisition [Line Items]
Renewal term (in years)																	5 years			5 years	5 years	5 years	5 years
Gamesys
Business Acquisition [Line Items]
Transaction costs																	$ 3,749,000		0				$ 17,320,000	0
Gamesys | Subsequent Event
Business Acquisition [Line Items]
Total consideration paid	$ 2,620,000,000
Consideration paid in cash	$ 2,100,000,000	£ 1,554
Bally's Atlantic City
Business Acquisition [Line Items]
Total consideration paid														$ 24,700,000
Total consideration paid, net of cash acquired														16,100,000
Transaction costs																	2,000		683,000				1,144,000	2,203,000
Intangible assets, net														1,120,000
Net revenue from date of acquisition																	46,800,000						108,400,000
Other Commitment														90,000,000			100,000,000			$ 100,000,000	$ 100,000,000	$ 100,000,000	100,000,000
Business Combination, Contingent Consideration, Asset														30,000,000
Contingent Consideration Asset, Fair Value Disclosure														27,700,000
YTD Adjustment, Consideration Transferred														(900,000)
Bargain purchase gain														32,595,000				$ 32,600,000
Total purchase price														(927,000)
Cash and cash equivalents														8,651,000
Accounts receivable, net														1,122,000
Bally's Atlantic City | Accrued Liabilities
Business Acquisition [Line Items]
Business Combination, Net Working Capital Liability														2,000,000
Bally's Atlantic City | Customer relationships
Business Acquisition [Line Items]
Intangible assets, net														$ 900,000
Acquired intangible assets, useful life														8 years
Bally's Atlantic City | Hotel and Conference Pre-bookings
Business Acquisition [Line Items]
Intangible assets, net														$ 200,000
Acquired intangible assets, useful life														3 years
Shreveport Only
Business Acquisition [Line Items]
Total consideration paid													$ 137,200,000
Total consideration paid, net of cash acquired													133,100,000
Transaction costs																	37,000		727,000				964,000	1,758,000
Intangible assets, net													58,140,000
Net revenue from date of acquisition																	28,700,000						90,600,000
Bargain purchase gain												$ 31,276,000	31,300,000
Cash Acquired from Acquisition													5,000,000
Business Combination, Acquired Receivable, Fair Value													800,000
Total purchase price													137,190,000
Cash and cash equivalents													4,980,000
Accounts receivable, net													1,936,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual																	4,000,000						16,500,000
Shreveport Only | License [Member]
Business Acquisition [Line Items]
Intangible assets, net													57,700,000
Shreveport Only | Customer relationships
Business Acquisition [Line Items]
Intangible assets, net													$ 400,000
Acquired intangible assets, useful life													8 years
Tropicana Las Vegas Hotel and Casino
Business Acquisition [Line Items]
Total consideration paid								$ 300,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Buildings And Equipment								$ 150,000,000
Term of contract (in years)								50 years
Annual rent								$ 10,500,000
Sale And Leaseback Transaction, Purchase Price								150,000,000
Sale And Leaseback Transaction, Annual Fixed Rent								$ 12,000,000
Bally’s Kansas City and Bally’s Vicksburg
Business Acquisition [Line Items]
Total consideration paid																$ 229,900,000
Total consideration paid, net of cash acquired																$ 225,500,000
Transaction costs																	0		497,000				107,000	1,359,000
Intangible assets, net												138,160,000					138,160,000			138,160,000	138,160,000	138,160,000	138,160,000
Net revenue from date of acquisition																	30,900,000						91,400,000
YTD Adjustment, Consideration Transferred																							0
Total purchase price												229,863,000					229,863,000			229,863,000	229,863,000	229,863,000	229,863,000
Cash and cash equivalents												4,362,000					4,362,000			4,362,000	4,362,000	4,362,000	4,362,000
Accounts receivable, net												$ 582,000					582,000			582,000	582,000	582,000	582,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual																	4,300,000						16,900,000
Jumer's
Business Acquisition [Line Items]
Total consideration paid					$ 118,900,000
Transaction costs																	162,000		658,000				1,790,000	658,000
Intangible assets, net					31,180,000												31,180,000			31,180,000	31,180,000	31,180,000	31,180,000
Net revenue from date of acquisition																	12,300,000						14,600,000
Business Combination, Net Working Capital Liability					112,300,000
YTD Adjustment, Consideration Transferred																					(274,000)
Total purchase price					119,202,000												118,928,000			118,928,000	118,928,000	118,928,000	118,928,000
Other Payments to Acquire Businesses															$ (4,000,000)								0	(4,000,000)
Cash and cash equivalents					3,241,000												2,933,000			2,933,000	2,933,000	2,933,000	2,933,000
Accounts receivable, net					2,855,000												2,986,000			2,986,000	2,986,000	2,986,000	2,986,000
Jumer's | License [Member]
Business Acquisition [Line Items]
Intangible assets, net					30,300,000
Jumer's | Customer relationships
Business Acquisition [Line Items]
Intangible assets, net					$ 700,000
Acquired intangible assets, useful life					9 years
Jumer's | Tradename
Business Acquisition [Line Items]
Intangible assets, net					$ 200,000
Acquired intangible assets, useful life					4 months
Tropicana Evansville
Business Acquisition [Line Items]
Total consideration paid						$ 139,700,000
Total consideration paid, net of cash acquired						128,100,000
Transaction costs																	329,000		0				6,421,000	0
Intangible assets, net						154,210,000											154,210,000			154,210,000	154,210,000	154,210,000	154,210,000
Net revenue from date of acquisition																	40,100,000						51,800,000
Business Combination, Net Working Capital Liability						1,700,000
YTD Adjustment, Consideration Transferred																							530,000
Bargain purchase gain						21,537,000														20,909,000
Total purchase price						139,178,000											139,708,000			139,708,000	139,708,000	139,708,000	139,708,000
Cash and cash equivalents						9,355,000											9,355,000			9,355,000	9,355,000	9,355,000	9,355,000
Accounts receivable, net						1,492,000											1,474,000			1,474,000	1,474,000	1,474,000	1,474,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual																	4,300,000						5,100,000
Tropicana Evansville | Dover Downs Real Estate
Business Acquisition [Line Items]
Property, Plant and Equipment, Disposals						$ 144,000,000
Tropicana Evansville | Tropicana Evansville
Business Acquisition [Line Items]
Term of contract (in years)						15 years
Tropicana Evansville | Dover Downs Real Estate
Business Acquisition [Line Items]
Number of renewal terms						4
Tropicana Evansville | GLPI
Business Acquisition [Line Items]
Property, Plant and Equipment, Additions						$ 340,000,000
Tropicana Evansville | License [Member]
Business Acquisition [Line Items]
Intangible assets, net						153,600,000
Tropicana Evansville | Customer relationships
Business Acquisition [Line Items]
Intangible assets, net						$ 600,000
Acquired intangible assets, useful life						8 years
Dover Downs Real Estate | Dover Downs Real Estate
Business Acquisition [Line Items]
Term of contract (in years)						15 years
Bet.Works
Business Acquisition [Line Items]
Stock issued for equity purchase (in shares) | shares							2,084,765
Payments of Capital Distribution							$ 71,600,000
MontBleu Only
Business Acquisition [Line Items]
Total consideration paid									$ 14,200,000
Transaction costs																	82,000		0				947,000	0
Intangible assets, net									5,430,000								5,430,000			5,430,000	5,430,000	5,430,000	5,430,000
Net revenue from date of acquisition																	11,300,000						21,000,000
YTD Adjustment, Consideration Transferred																							0
Bargain purchase gain									2,576,000													2,269,000
Total purchase price									14,172,000								14,172,000			$ 14,172,000	$ 14,172,000	$ 14,172,000	14,172,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual																	$ 500,000						$ 1,000,000
MontBleu Only | License [Member]
Business Acquisition [Line Items]
Intangible assets, net									$ 5,200,000
MontBleu Only | Customer relationships
Business Acquisition [Line Items]
Acquired intangible assets, useful life									6 months
MontBleu Only | Tradename
Business Acquisition [Line Items]
Intangible assets, net									$ 200,000
Monkey Knife Fight
Business Acquisition [Line Items]
Total consideration paid										$ 118,600,000
Monkey Knife Fight | Penny Warrant
Business Acquisition [Line Items]
Common stock available to acquire (in shares) | shares																									984,446
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares										787,557
Horses Mouth Limited (SportCaller)
Business Acquisition [Line Items]
Total consideration paid											$ 42,600,000
Consideration paid in cash											$ 24,000,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Shares | shares											221,391
Total fair value of Dover Downs stock purchased											$ 12,000,000
Conversion rate											0.8334						1.1574			1.1574	1.1574	1.1574	1.1574
SportCaller and MKF
Business Acquisition [Line Items]
Total consideration paid, net of cash acquired																							$ 22,800,000
Transaction costs																	$ 842,000		$ 0				4,833,000	$ 0
Contingent Consideration Asset, Fair Value Disclosure																	58,700,000			$ 58,700,000	$ 58,700,000	$ 58,700,000	58,700,000
Business Combination, Non-cash Consideration Transferred																							135,300,000
Bally's Interactive
Business Acquisition [Line Items]
Net revenue from date of acquisition																	11,400,000						18,000,000
Bally’s Interactive Acquisitions
Business Acquisition [Line Items]
Intangible assets, net																	167,075,000			167,075,000	167,075,000	167,075,000	167,075,000
Cash and cash equivalents																	7,435,000			7,435,000	7,435,000	7,435,000	7,435,000
Accounts receivable, net																	$ 4,061,000			$ 4,061,000	$ 4,061,000	$ 4,061,000	$ 4,061,000
Bally’s Interactive Acquisitions | Customer relationships
Business Acquisition [Line Items]
Intangible assets, net										$ 41,500,000
Bally’s Interactive Acquisitions | Customer relationships | Minimum
Business Acquisition [Line Items]
Acquired intangible assets, useful life																							3 years
Bally’s Interactive Acquisitions | Customer relationships | Maximum
Business Acquisition [Line Items]
Acquired intangible assets, useful life																							10 years
Bally’s Interactive Acquisitions | Developed Software
Business Acquisition [Line Items]
Intangible assets, net										122,400,000
Bally’s Interactive Acquisitions | Developed Software | Minimum
Business Acquisition [Line Items]
Acquired intangible assets, useful life																							3 years
Bally’s Interactive Acquisitions | Developed Software | Maximum
Business Acquisition [Line Items]
Acquired intangible assets, useful life																							10 years
Bally’s Interactive Acquisitions | Tradename
Business Acquisition [Line Items]
Intangible assets, net										$ 3,100,000
Bally’s Interactive Acquisitions | Tradename | Minimum
Business Acquisition [Line Items]
Acquired intangible assets, useful life																							10 years
Bally’s Interactive Acquisitions | Tradename | Maximum
Business Acquisition [Line Items]
Acquired intangible assets, useful life																							15 years
AVP
Business Acquisition [Line Items]
Total consideration paid				$ 10,000,000
Telescope
Business Acquisition [Line Items]
Total consideration paid			$ 27,700,000
Percentage of voting interests acquired			84.16%

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ACQUISITIONS - Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)						3 Months Ended			4 Months Ended		6 Months Ended	9 Months Ended
	Jun. 03, 2021	Apr. 06, 2021	Dec. 31, 2020	Dec. 23, 2020	Nov. 18, 2020	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Jun. 14, 2021	Mar. 23, 2021	Dec. 31, 2019
Business Acquisition [Line Items]
Prepaid expenses and other current assets	$ 1,212,000					$ 1,202,000			$ 1,202,000	$ 1,202,000	$ 1,202,000	$ 1,202,000
Goodwill			$ 186,979,000			444,908,000		$ 186,571,000	444,908,000	444,908,000	444,908,000	444,908,000	$ 186,571,000			$ 133,082,000
Noncontrolling Interest, Increase from Business Combination						(3,760,000)						(3,760,000)
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Bargain Purchase Gain											307,000
Bargain purchase gain						1,039,000		$ 0				(23,075,000)	$ 0
YTD Adjustment, Cash									0
Goodwill, YTD Purchase Accounting Adjustments												380,000
Bally’s Kansas City and Bally’s Vicksburg
Business Acquisition [Line Items]
Cash and cash equivalents			4,362,000			4,362,000			4,362,000	4,362,000	4,362,000	4,362,000
Accounts receivable, net			582,000			582,000			582,000	582,000	582,000	582,000
Inventory			164,000			164,000			164,000	164,000	164,000	164,000
Prepaid expenses and other current assets			686,000			430,000			430,000	430,000	430,000	430,000
Property and equipment, net			60,865,000			60,865,000			60,865,000	60,865,000	60,865,000	60,865,000
Right of use asset			10,315,000			10,315,000			10,315,000	10,315,000	10,315,000	10,315,000
Intangible assets, net			138,160,000			138,160,000			138,160,000	138,160,000	138,160,000	138,160,000
Other Noncurrent Assets			117,000			117,000			117,000	117,000	117,000	117,000
Goodwill			53,896,000			54,276,000			54,276,000	54,276,000	54,276,000	54,276,000
Accounts payable			614,000			614,000			614,000	614,000	614,000	614,000
Accrued liabilities			3,912,000			4,148,000			4,148,000	4,148,000	4,148,000	4,148,000
Lease liability			(34,452,000)
Lease liability						34,452,000			34,452,000	34,452,000	34,452,000	34,452,000
Other long-term liabilities			306,000			194,000			194,000	194,000	194,000	194,000
Total purchase price			229,863,000			229,863,000			229,863,000	229,863,000	229,863,000	229,863,000
YTD Adjustment, Cash												0
YTD Adjustment, Accounts Receivable												0
YTD Adjustment, Inventory												0
YTD Adjustment, Prepaid Expenses												(256,000)
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment												0
YTD Adjustment, Operating Lease, ROU Assets												0
YTD Adjustment, Intangibles												0
YTD Adjustment, Other Noncurrent Assets												0
Goodwill, YTD Purchase Accounting Adjustments												380,000
YTD Adjustment, Accounts Payable												0
YTD Adjustment Other Current Liabilities												236,000
YTD Adjustment, Operating Lease Liabilities												0
YTD Adjustment, Other Long-Term Liabilities												112,000
YTD Adjustment, Consideration Transferred												0
Bally's Atlantic City
Business Acquisition [Line Items]
Cash and cash equivalents					$ 8,651,000
Accounts receivable, net					1,122,000
Inventory					721,000
Prepaid expenses and other current assets					1,402,000
Property and equipment, net					40,898,000
Intangible assets, net					1,120,000
Accounts payable					3,131,000
Accrued liabilities					7,983,000
Deferred tax liability					(11,132,000)
Net assets acquired					31,668,000
Bargain purchase gain					(32,595,000)		$ (32,600,000)
Total purchase price					(927,000)
YTD Adjustment, Consideration Transferred					$ (900,000)
Shreveport Only
Business Acquisition [Line Items]
Cash and cash equivalents				$ 4,980,000
Accounts receivable, net				1,936,000
Inventory				495,000
Prepaid expenses and other current assets				245,000
Property and equipment, net				125,822,000
Right of use asset				9,260,000
Intangible assets, net				58,140,000
Other Noncurrent Assets				403,000
Accounts payable and Accrued liabilities				(6,138,000)
Deferred tax liability				(11,457,000)
Lease liability				(14,540,000)
Other long-term liabilities				680,000
Net assets acquired				168,466,000
Bargain purchase gain			$ (31,276,000)	(31,300,000)
Total purchase price				$ 137,190,000
MontBleu Only
Business Acquisition [Line Items]
Total current assets		$ 5,089,000				5,089,000			5,089,000	5,089,000	5,089,000	5,089,000
Property and equipment, net		6,361,000				6,361,000			6,361,000	6,361,000	6,361,000	6,361,000
Right of use asset		57,017,000				57,017,000			57,017,000	57,017,000	57,017,000	57,017,000
Intangible assets, net		5,430,000				5,430,000			5,430,000	5,430,000	5,430,000	5,430,000
Accounts payable and Accrued liabilities		(3,095,000)				(3,402,000)			(3,402,000)	(3,402,000)	(3,402,000)	(3,402,000)
Lease liability		(52,927,000)				(52,927,000)			(52,927,000)	(52,927,000)	(52,927,000)	(52,927,000)
Other long-term liabilities		1,127,000				1,127,000			1,127,000	1,127,000	1,127,000	1,127,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Net Assets											(307,000)
Net assets acquired		16,748,000				16,441,000			16,441,000	16,441,000	16,441,000	16,441,000
Bargain purchase gain		(2,576,000)									(2,269,000)
Total purchase price		$ 14,172,000				14,172,000			14,172,000	14,172,000	14,172,000	14,172,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, current assets											0
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment											0
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Right of Use Assets											0
YTD Adjustment, Intangibles											0
YTD Adjustment, Accounts Payable											(307,000)
YTD Adjustment, Operating Lease Liabilities											0
YTD Adjustment, Other Long-Term Liabilities											0
YTD Adjustment, Consideration Transferred												0
Tropicana Evansville
Business Acquisition [Line Items]
Cash and cash equivalents	9,355,000					9,355,000			9,355,000	9,355,000	9,355,000	9,355,000
Accounts receivable, net	1,492,000					1,474,000			1,474,000	1,474,000	1,474,000	1,474,000
Property and equipment, net	12,325,000					12,325,000			12,325,000	12,325,000	12,325,000	12,325,000
Right of use asset	285,772,000					285,772,000			285,772,000	285,772,000	285,772,000	285,772,000
Intangible assets, net	154,210,000					154,210,000			154,210,000	154,210,000	154,210,000	154,210,000
Other Noncurrent Assets	468,000					468,000			468,000	468,000	468,000	468,000
Accounts payable and Accrued liabilities	(10,568,000)					(10,638,000)			(10,638,000)	(10,638,000)	(10,638,000)	(10,638,000)
Deferred tax liability	(7,469,000)					(7,469,000)			(7,469,000)	(7,469,000)	(7,469,000)	(7,469,000)
Lease liability	(285,772,000)					(285,772,000)			(285,772,000)	(285,772,000)	(285,772,000)	(285,772,000)
Other long-term liabilities	310,000					310,000			310,000	310,000	310,000	310,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Net Assets									(98,000)
Net assets acquired	160,715,000					160,617,000			160,617,000	160,617,000	160,617,000	160,617,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Bargain Purchase Gain						600,000			628,000
Bargain purchase gain	(21,537,000)								(20,909,000)
Total purchase price	$ 139,178,000					139,708,000			139,708,000	139,708,000	139,708,000	139,708,000
YTD Adjustment, Accounts Receivable									(18,000)
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, current assets									(10,000)
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment									0
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Right of Use Assets									0
YTD Adjustment, Intangibles									0
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Other Assets									0
YTD Adjustment, Accounts Payable									(70,000)
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Lease									0
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax									0
YTD Adjustment, Other Long-Term Liabilities									0
YTD Adjustment, Consideration Transferred												530,000
Jumer's
Business Acquisition [Line Items]
Cash and cash equivalents						2,933,000			2,933,000	2,933,000	2,933,000	2,933,000		$ 3,241,000
Accounts receivable, net						2,986,000			2,986,000	2,986,000	2,986,000	2,986,000		2,855,000
Prepaid expenses and other current assets						798,000			798,000	798,000	798,000	798,000		844,000
Property and equipment, net						73,135,000			73,135,000	73,135,000	73,135,000	73,135,000		73,135,000
Intangible assets, net						31,180,000			31,180,000	31,180,000	31,180,000	31,180,000		31,180,000
Goodwill						14,593,000			14,593,000	14,593,000	14,593,000	14,593,000		14,191,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, current liabilities										(453,000)
Accounts payable and Accrued liabilities						(6,697,000)			(6,697,000)	(6,697,000)	(6,697,000)	(6,697,000)		(6,244,000)
Total purchase price						118,928,000			118,928,000	118,928,000	118,928,000	118,928,000		119,202,000
YTD Adjustment, Cash										(308,000)
YTD Adjustment, Accounts Receivable										131,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, current assets										(46,000)
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment										0
YTD Adjustment, Intangibles										0
Goodwill, YTD Purchase Accounting Adjustments										402,000
YTD Adjustment, Consideration Transferred										(274,000)
Business Combination, Net Working Capital Assets														$ 300,000
Bally’s Interactive Acquisitions
Business Acquisition [Line Items]
Cash and cash equivalents						7,435,000			7,435,000	7,435,000	7,435,000	7,435,000
Accounts receivable, net						4,061,000			4,061,000	4,061,000	4,061,000	4,061,000
Prepaid expenses and other current assets						2,143,000			2,143,000	2,143,000	2,143,000	2,143,000
Property and equipment, net						518,000			518,000	518,000	518,000	518,000
Intangible assets, net						167,075,000			167,075,000	167,075,000	167,075,000	167,075,000
Goodwill						243,138,000			243,138,000	243,138,000	243,138,000	243,138,000			$ 243,100,000
Accounts payable and Accrued liabilities						(13,770,000)			(13,770,000)	(13,770,000)	(13,770,000)	(13,770,000)
Deferred tax liability						(15,805,000)			(15,805,000)	(15,805,000)	(15,805,000)	(15,805,000)
YTD Adjustment, Intangibles						500,000
Goodwill, YTD Purchase Accounting Adjustments						(500,000)
YTD Adjustment Other Current Liabilities												(1,100,000)
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest						$ 391,035,000			$ 391,035,000	$ 391,035,000	$ 391,035,000	$ 391,035,000

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ACQUISITIONS - Pro Forma Revenue (Details) - Series of Individually Immaterial Business Acquisitions - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Revenue	$ 159,708	$ 844,356	$ 349,100
Net income (loss)	$ 11,111	$ (3,145)	$ (46,140)
Net income (loss) per share, basic	$ 0.36	$ (0.07)	$ (1.50)
Net income (loss) per share, diluted	$ 0.36	$ (0.07)	$ (1.50)

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GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Goodwill [Line Items]
Goodwill and asset impairment	$ 0		$ 0	$ 4,675	$ 8,554
Goodwill, Impairment Loss					5,254
Impairment of Intangible Assets (Excluding Goodwill)		$ 4,700		$ 4,675	$ 3,300

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GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Goodwill [Roll Forward]
Beginning balance	$ 186,979,000	$ 133,082,000
Goodwill from current year business acquisitions	257,731,000	58,743,000
Effect of foreign exchange	(182,000)
Impairment charges		(5,254,000)
Ending balance	444,908,000	186,571,000
Goodwill, YTD Purchase Accounting Adjustments	380,000
East Segment
Goodwill [Roll Forward]
Beginning balance	84,148,000	84,148,000
Goodwill from current year business acquisitions	0	0
Effect of foreign exchange	0
Impairment charges		0
Ending balance	84,148,000	84,148,000
Goodwill, YTD Purchase Accounting Adjustments	0
West Segment
Goodwill [Roll Forward]
Beginning balance	102,831,000	48,934,000
Goodwill from current year business acquisitions	14,593,000	58,743,000
Effect of foreign exchange	0
Impairment charges		(5,254,000)
Ending balance	117,804,000	102,423,000
Goodwill, YTD Purchase Accounting Adjustments	380,000
Other
Goodwill [Roll Forward]
Beginning balance	0
Goodwill from current year business acquisitions	243,138,000
Effect of foreign exchange	(182,000)
Ending balance	242,956,000	$ 0
Goodwill, YTD Purchase Accounting Adjustments	$ 0

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GOODWILL AND INTANGIBLE ASSETS - Rollforward of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Finite-lived Intangible Assets [Roll Forward]
Intangible assets, net as of December 31, 2020		$ 663,395
Intangible assets from current year business combinations		357,895
Change in TRA		2,689
Effect of foreign exchange		(1,172)
Impairment charges	$ (4,700)	(4,675)	$ (3,300)
Other		8,677
Less: Accumulated amortization		(30,123)
Intangible assets, net as of September 30, 2021		$ 996,686

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GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 553,497	$ 380,306
Accumulated Amortization		(53,214)	(24,284)
Net		500,283	356,022
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount		496,403	307,373
Gross carrying amount		1,049,900	687,679
Intangible assets, net		996,686	663,395
Gaming licenses
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount		476,209	287,108
Bally’s trade name
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount		18,981	19,052
Novelty game licenses
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 1,213	1,213
Naming rights - Sinclair
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	10 years	9 years 6 months
Gross Carrying Amount		$ 340,930	338,241
Accumulated Amortization		(17,202)	0
Net		$ 323,728	338,241
Bally’s trade name
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	8 years 7 months 6 days	28 years
Gross Carrying Amount		$ 20,439	21,600
Accumulated Amortization		(16,787)	(16,475)
Net		$ 3,652	5,125
Novelty game licenses
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	26 years 6 months	25 years 9 months 18 days
Gross Carrying Amount		$ 8,000	8,000
Accumulated Amortization		(1,758)	(1,576)
Net		$ 6,242	6,424
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	5 years 9 months 18 days	6 years 1 month 6 days
Gross Carrying Amount		$ 54,909	10,515
Accumulated Amortization		(9,876)	(5,483)
Net		$ 45,033	5,032
Developed technology
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life		8 years 8 months 12 days
Gross Carrying Amount		$ 121,697
Accumulated Amortization		(6,273)
Net		$ 115,424
Other
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	3 years 8 months 12 days	3 years 4 months 24 days
Gross Carrying Amount		$ 7,522	1,950
Accumulated Amortization		(1,318)	(750)
Net		$ 6,204	$ 1,200

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DERIVATIVE INSTRUMENTS - Narrative (Details) $ in Thousands, € in Millions, £ in Millions				1 Months Ended
	Aug. 20, 2021 USD ($)	Aug. 20, 2021 GBP (£)	Jan. 27, 2021 USD ($)	May 07, 2021 USD ($)	Jan. 27, 2021 USD ($)	Apr. 16, 2021 GBP (£)	Apr. 16, 2021 EUR (€)	Dec. 31, 2020 USD ($)
Derivative [Line Items]
Equity, increase in fair value					$ 1,500
Penny Warrant and Options
Derivative [Line Items]
Equity fair value adjustment			$ 59,700
Option on Securities
Derivative [Line Items]
Increase in fair value of Options								$ 58,200
Foreign Exchange Contract
Derivative [Line Items]
Cost of hedge				$ 22,600
Not Designated as Hedging Instrument | Foreign Exchange Contract
Derivative [Line Items]
Purchasable amount | £		£ 354				£ 900
Derivative, Cash Received on Hedge	$ 1,700
Increase (Decrease) in Derivative Assets | £		£ 746
Not Designated as Hedging Instrument | Foreign Exchange Contract - Denominated Debt
Derivative [Line Items]
Purchasable amount						£ 200	€ 336

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DERIVATIVE INSTRUMENTS - Instruments Designated and Hedging (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Derivative [Line Items]
Total Assets	$ 106	$ 0
Total Liabilities	87,964	146,317
Foreign Exchange Contract
Derivative [Line Items]
Total Assets	106	0
Warrant
Derivative [Line Items]
Total Liabilities	87,964	88,119
Option on Securities
Derivative [Line Items]
Total Liabilities	$ 0	$ 58,198

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DERIVATIVE INSTRUMENTS - Gain (Loss) on Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Foreign Exchange Contract
Derivative [Line Items]
Gain (loss) on derivative instruments	$ (6,003)	$ (20,776)
Warrant
Derivative [Line Items]
Gain (loss) on derivative instruments	6,965	155
Option on Securities
Derivative [Line Items]
Gain (loss) on derivative instruments	$ 0	$ (1,526)

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FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities, Fair Value, Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Level 1
Assets:
Foreign exchange forward contracts	$ 0
Other current assets	336
Total	336
Liabilities:
Sinclair Performance Warrants	0	$ 0
Contingent consideration	0
Sinclair Options		0
Total	0	0
Level 2
Assets:
Foreign exchange forward contracts	106
Other current assets	0
Total	106
Liabilities:
Sinclair Performance Warrants	0	0
Contingent consideration	0
Sinclair Options		58,198
Total	0	58,198
Level 3
Assets:
Foreign exchange forward contracts	0
Other current assets	0
Total	0
Liabilities:
Sinclair Performance Warrants	87,964	88,119
Contingent consideration	43,691
Sinclair Options		0
Total	$ 131,655	$ 88,119

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FAIR VALUE MEASUREMENTS - Schedule of Performance Warrants and Acquisition Related Contingent Consideration (Details) - Level 3 $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Additions in the period (acquisition fair value)	$ 58,623
Change in fair value	(15,087)
Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Additions in the period (acquisition fair value)	0
Change in fair value	(155)
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Additions in the period (acquisition fair value)	58,623
Change in fair value	(14,932)
Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning as of December 31, 2020	88,119
Ending as of September 30, 2021	131,655
Fair Value, Recurring | Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning as of December 31, 2020	88,119
Ending as of September 30, 2021	87,964
Fair Value, Recurring | Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning as of December 31, 2020	0
Ending as of September 30, 2021	$ 43,691

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FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Mar. 23, 2021	Dec. 31, 2020
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration payable	$ 43,691		$ 0
SportCaller and MKF
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration payable		$ 58,600

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ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Gaming liabilities	$ 41,506	$ 33,795
Compensation	31,673	21,708
Acquisition related liabilities and transaction services	18,459	7,174
Property taxes	11,335	3,486
Bally’s trade name accrual, current portion	9,943	9,475
Insurance reserves	10,171	7,188
Purses due to horsemen	9,803	5,726
Legal	4,745	1,761
Interest payable	17,112	3,076
Other	52,536	26,666
Total accrued liabilities	$ 207,283	$ 120,055

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ACQUISITION, INTEGRATION AND RESTRUCTURING (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Restructuring Cost and Reserve [Line Items]
Acquisition costs	$ 6,797	$ 2,740	$ 37,457	$ 6,964
Restructuring expense	0	0	0	20
Total acquisition, integration and restructuring	6,797	2,740	37,457	6,984
Gamesys
Restructuring Cost and Reserve [Line Items]
Acquisition costs	3,749	0	17,320	0
Richmond, VA
Restructuring Cost and Reserve [Line Items]
Acquisition costs	13	0	1,890	0
Bally's Atlantic City
Restructuring Cost and Reserve [Line Items]
Acquisition costs	2	683	1,144	2,203
Shreveport Only
Restructuring Cost and Reserve [Line Items]
Acquisition costs	37	727	964	1,758
Other
Restructuring Cost and Reserve [Line Items]
Acquisition costs	1,581	175	2,041	986
SportCaller and MKF
Restructuring Cost and Reserve [Line Items]
Acquisition costs	842	0	4,833	0
MontBleu Only
Restructuring Cost and Reserve [Line Items]
Acquisition costs	82	0	947	0
Tropicana Evansville
Restructuring Cost and Reserve [Line Items]
Acquisition costs	$ 329	$ 0	$ 6,421	$ 0

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LONG-TERM DEBT - Schedule of Long Term Debt (Details) - USD ($)	Oct. 09, 2020	Oct. 05, 2021	Oct. 01, 2021	Sep. 30, 2021	Dec. 31, 2020	May 10, 2019
Debt Instrument [Line Items]
Less: Unamortized original issue discount				$ (22,467,000)	$ (11,771,000)
Less: Unamortized deferred financing fees				(20,175,000)	(17,499,000)
Long-term debt, including current maturities				2,562,171,000	1,099,855,000
Less: Current portion of Term Loan and Revolving Credit Facility				(5,750,000)	(5,750,000)
Long-term debt, net				2,556,421,000	1,094,105,000
Line of Credit | Term Loan principal
Debt Instrument [Line Items]
Long-term debt, gross				564,813,000	569,125,000
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross				$ 225,000,000	35,000,000
Senior Notes | 6.75% Senior Notes due 2027
Debt Instrument [Line Items]
Interest rate				6.75%		6.75%
Long-term debt, gross				$ 315,000,000	525,000,000
Debt Instrument, Increase (Decrease), Net	$ 125,000,000
Senior Notes | 6.75% Senior Notes due 2027 | Subsequent Event
Debt Instrument [Line Items]
Long-term debt, gross		$ 0
Senior Notes | 5.625% Senior notes due 2029
Debt Instrument [Line Items]
Interest rate				5.625%
Long-term debt, gross				$ 750,000,000	0
Senior Notes | 5.625% Senior notes due 2029 | Subsequent Event
Debt Instrument [Line Items]
Interest rate			5.625%
Senior Notes | 5.875% Senior notes due 2031
Debt Instrument [Line Items]
Interest rate				5.875%
Long-term debt, gross				$ 750,000,000	$ 0
Senior Notes | 5.875% Senior notes due 2031 | Subsequent Event
Debt Instrument [Line Items]
Interest rate			5.875%

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LONG-TERM DEBT - Additional Information (Details) - USD ($)					3 Months Ended		9 Months Ended
	Oct. 05, 2021	Oct. 01, 2021	Sep. 07, 2021	May 11, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Aug. 05, 2021	Mar. 09, 2021	Dec. 31, 2020	May 10, 2019
Debt Instrument [Line Items]
Repayments of Senior Debt							$ 210,000,000	$ 0
Loss on extinguishment of debt					$ 19,419,000	$ 0	$ 19,419,000	$ 0
Senior Notes | 6.75% Senior Notes due 2027
Debt Instrument [Line Items]
Interest rate					6.75%		6.75%					6.75%
Principal amount												$ 400,000,000
Redemption price percentage			106.75%
Long-term debt, gross					$ 315,000,000		$ 315,000,000				$ 525,000,000
Repayments of Senior Debt			$ 210,000,000
Loss on extinguishment of debt					19,400,000
Senior Notes | 6.75% Senior Notes due 2027 | Subsequent Event
Debt Instrument [Line Items]
Redemption price percentage	109.074%
Long-term debt, gross	$ 0
Repayments of Senior Debt	$ 315,000,000
Senior Notes | New Credit Facilities | Subsequent Event
Debt Instrument [Line Items]
Principal amount		$ 2,565,000,000
Senior Notes | New Credit Facilities | Federal Funds Effective Swap Rate | Subsequent Event
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Senior Notes | New Credit Facilities | LIBOR | Subsequent Event
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Senior Notes | Senior Notes Due 2029
Debt Instrument [Line Items]
Amount of original principal amount redeemable							40.00%
Amount of notes redeemable plus accrued and unpaid interest							105.625%
Senior Notes | Senior Notes Due 2029 | Subsidiaries
Debt Instrument [Line Items]
Interest rate									5.625%
Principal amount									$ 750,000,000
Senior Notes | Senior Notes Due 2031
Debt Instrument [Line Items]
Amount of original principal amount redeemable							40.00%
Amount of notes redeemable plus accrued and unpaid interest							105.875%
Senior Notes | Senior Notes Due 2031 | Subsidiaries
Debt Instrument [Line Items]
Interest rate									5.875%
Principal amount									$ 750,000,000
Line of Credit | New Credit Facilities | Subsequent Event
Debt Instrument [Line Items]
Commitment increase limit		$ 650,000,000
Commitment increase limit, EBITDA		100.00%
Term Loan principal | New Credit Facilities | Subsequent Event
Debt Instrument [Line Items]
Basis spread on variable rate		1.50%
Principal amount		$ 1,945,000,000
Debt Instrument, Interest Rate Floor		0.50%
Revolving Credit Facility | New Credit Facilities | Subsequent Event
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Principal amount		$ 620,000,000
Debt Instrument, Interest Rate Floor		0.00%
Revolving Credit Facility | New Credit Facilities | Subsequent Event | Minimum
Debt Instrument [Line Items]
Commitment fee		0.50%
Revolving Credit Facility | New Credit Facilities | Subsequent Event | Maximum
Debt Instrument [Line Items]
Commitment fee		0.375%
Term Loan principal | Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross					$ 564,813,000		$ 564,813,000				569,125,000
Term Loan principal | Line of Credit | Senior Secured Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity												300,000,000
Interest rate					10.25%		10.25%
Change in loan facility				$ 275,000,000
Line of Credit Facility, Current Borrowing Capacity				$ 525,000,000
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross					$ 225,000,000		$ 225,000,000				$ 35,000,000
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity										$ 325,000,000		$ 250,000,000
Interest rate					4.73%		4.73%
Outstanding balance					$ 225,000,000		$ 225,000,000

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LEASES - Additional Information (Details)		3 Months Ended			9 Months Ended
	Jun. 03, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Gain on sale-leaseback		$ 0	$ (53,400,000)	$ 0	$ 53,425,000	$ 0
Right of use assets, net		499,133,000			499,133,000		$ 36,112,000
Lease liability		525,452,000			525,452,000		$ 63,500,000
Future operating lease payments		$ 108,100,000			108,100,000
Tropicana Evansville | Dover Downs Real Estate
Lessee, Lease, Description [Line Items]
Property, Plant and Equipment, Disposals	$ 144,000,000
Tropicana Evansville | GLPI
Lessee, Lease, Description [Line Items]
Property, Plant and Equipment, Additions	$ 340,000,000
Dover Downs Real Estate
Lessee, Lease, Description [Line Items]
Right of use assets, net			117,300,000
Dover Downs Real Estate | Tropicana Evansville
Lessee, Lease, Description [Line Items]
Number of renewal terms	4
Annual minimum payment					$ 40,000,000
Dover Downs Real Estate | Dover Downs Real Estate
Lessee, Lease, Description [Line Items]
Term of contract (in years)	15 years
Tropicana Evansville
Lessee, Lease, Description [Line Items]
Renewal term (in years)		5 years			5 years
Right of use assets, net			$ 276,900,000
Tropicana Evansville | Tropicana Evansville
Lessee, Lease, Description [Line Items]
Term of contract (in years)	15 years

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LEASES - Quantitative Information of Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Lease, Cost [Abstract]
Operating lease costs	$ 13,214	$ 1,083	$ 20,909	$ 2,183
Variable lease costs	706	13	1,624	37
Operating lease expense	13,920	1,096	22,533	2,220
Short-term lease expense	5,084	526	7,907	1,381
Total lease expense	19,004	1,622	30,440	3,601
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	12,249	543	18,386	1,642
Right of use assets obtained in exchange for operating lease liabilities	$ 1,106	$ 0	$ 127,729	$ 116

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LEASES - Supplemental Balance Sheet Information (Details)	Sep. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Weighted average remaining lease term	15 years 10 months 24 days	24 years 3 months 18 days
Weighted average discount rate	6.20%	7.30%

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LEASES - Future Minimum Rental Commitments (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Leases [Abstract]
Remaining 2021	$ 14,934
2022	52,256
2023	52,292
2024	52,304
2025	52,092
Thereafter	611,680
Total	835,558
Less: present value discount	(310,106)
Operating lease liabilities	$ 525,452	$ 63,500

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EQUITY PLANS (Details)	3 Months Ended			5 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($) shares	Jun. 30, 2021 $ / shares	Sep. 30, 2020 USD ($)	May 18, 2021 shares	Sep. 30, 2021 USD ($) plan shares	Sep. 30, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of incentive plans | plan					3
Stock options exercised (in shares)					70,000
Stock options exercised, weighted average exercise price (in dollars per share) | $ / shares		$ 4.31
Stock options exercised, intrinsic value | $					$ 300,000
Unexercised options outstanding	20,000				20,000
Share based compensation expense | $	$ 5,400,000		$ 1,800,000		$ 13,800,000	$ 9,500,000
Share based income tax benefit (expense) | $	$ 1,500,000		$ 700,000		4,000,000	$ 3,600,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options exercised, intrinsic value | $					$ 27,500,000
Restricted stock units issued in period (in shares)					488,009
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	875,988				875,988
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					33.00%
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					33.00%
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage					33.00%
2010 Option Plan | Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available to acquire (in shares)	2,455,368				2,455,368
2015 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available to acquire (in shares)	1,700,000				1,700,000
2015 Incentive Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units issued in period (in shares)					221,667
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease)				221,464
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available to acquire (in shares)	4,250,000				4,250,000
2021 Incentive Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options exercised, intrinsic value | $					$ 266,342
Shares available for grant (in shares)	3,707,178				3,707,178

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BENEFIT PLANS - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Contributions to plan	$ 0.5
Maximum percentage of employees income available for contribution				100.00%
Employer contribution expense		$ 0.9	$ 0.1	$ 2.2	$ 0.6
Dover Downs Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Minimum required pension contributions		0.5		0.5
Expected future employer contributions, next fiscal year						$ 0.7
Contributions to plan		$ 0.2		$ 0.4

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BENEFIT PLANS - Net Periodic Benefit (Income) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Retirement Benefits [Abstract]
Service cost	$ 0	$ 0	$ 0	$ 0
Interest cost	224	223	672	669
Expected return on plan assets	(357)	(357)	(1,071)	(1,071)
Net periodic benefit income	$ (133)	$ (134)	$ (399)	$ (402)

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STOCKHOLDERS’ EQUITY - Axis and Domains (Details) $ in Millions	1 Months Ended
	May 10, 2021 USD ($) shares
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Shares issued in public offering (in shares)	1,650,000
Public Stock Offering
Subsidiary, Sale of Stock [Line Items]
Shares issued in public offering (in shares)	12,650,000
Net proceeds from offering | $	$ 671.4
Warrant
Class of Warrant or Right [Line Items]
Common shares exchanged for warrants (in shares)	2,086,908

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STOCKHOLDERS’ EQUITY - Additional Information (Details)	3 Months Ended				9 Months Ended
	Sep. 30, 2021 USD ($) shares	Sep. 30, 2020 shares	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Apr. 20, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Feb. 10, 2020 USD ($)	Jul. 26, 2019 USD ($) shares	Jun. 14, 2019 USD ($)
Equity [Abstract]
Stock repurchase program approved (up to) | $											$ 250,000,000
Number of purchased shares (in shares)										2,504,971
Aggregate purchase price | $										$ 73,900,000
Capital return program | $									$ 100,000,000
Treasury stock retired (in shares)		0
Treasury stock (in shares)	0				0
Cash dividend per share (in dollars per share) | $ / shares					$ 0	$ 0.10
Cash dividend amount | $						$ 3,200,000
Available amount remaining under capital return program | $	$ 84,900,000				$ 84,900,000			$ 84,900,000
Common stock price (in dollars per share) | $ / shares							$ 55.00
Number of common shares called by warrant (in shares)							909,090
Aggregate purchase price | $							$ 50,000,000
Exercise price of warrants (in dollars per share) | $ / shares							$ 55.00
Maximum amount of outstanding common shares to be acquired							0.049
Number of common shares repurchased	0					1,812,393
Total cost | $			$ 1,951,000	$ 31,341,000		$ 33,292,000
Average cost per share, including commissions | $ / shares						$ 18.37
Treasury shares retired (in shares)	10,042				2,099,268	10,892,083
Common Stock, Dividends, Per Share, Cash Paid | $ / shares					$ 0	$ 0.10
Common stock issued (in shares)	44,581,568				44,581,568			30,685,938
Common stock outstanding (in shares)	44,581,568				44,581,568			30,685,938

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STOCKHOLDERS’ EQUITY - Shares Outstanding (Details) € in Millions	Oct. 01, 2021 shares	Sep. 30, 2021 $ / shares shares	Apr. 20, 2021 $ / shares	Feb. 05, 2021 EUR (€)	Nov. 18, 2020 $ / shares
Class of Warrant or Right [Line Items]
Options (in shares)		20,000
Exercise price of warrants (in dollars per share) | $ / shares			$ 55.00
Sinclair
Class of Warrant or Right [Line Items]
Exercisable term					7 years
Subsequent Event
Class of Warrant or Right [Line Items]
Number of incremental shares outstanding	24,618,931
Subsequent Event | Sinclair
Class of Warrant or Right [Line Items]
Options (in shares)	1,639,669
Equity Incentive Plan | Subsequent Event
Class of Warrant or Right [Line Items]
Outstanding awards under Equity Incentive Plans (in shares)	895,988
Penny Warrant
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares					$ 0.01
Penny Warrant | Subsequent Event | Sinclair
Class of Warrant or Right [Line Items]
Warrants (in shares)	7,911,724
Performance Warrant
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares					0.01
Performance Warrant | Subsequent Event | Sinclair
Class of Warrant or Right [Line Items]
Warrants (in shares)	3,279,337
Option on Securities | Minimum
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares					30.00
Option on Securities | Minimum | Sinclair
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares					30.00
Option on Securities | Maximum
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares					45.00
Option on Securities | Maximum | Sinclair
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares					$ 45.00
Monkey Knife Fight | Subsequent Event
Class of Warrant or Right [Line Items]
Contingent shares (in shares)	787,557
Monkey Knife Fight | Penny Warrant | Subsequent Event
Class of Warrant or Right [Line Items]
Warrants (in shares)	24,611
Telescope | Subsequent Event
Class of Warrant or Right [Line Items]
Contingent shares (in shares)	75,678
SportCaller
Class of Warrant or Right [Line Items]
Consideration payable in shares | €				€ 10
Conversion rate		1.1574		0.8334
Closing price (in usd per share) | $ / shares		$ 50.14
SportCaller | Subsequent Event
Class of Warrant or Right [Line Items]
Contingent shares (in shares)	230,830
Gamesys | Subsequent Event
Class of Warrant or Right [Line Items]
Gamesys acquisition (in shares)	9,773,537

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 1,367,224,000	$ 454,697,000	$ 326,598,000	$ 326,598,000
OCI, before Reclassifications, Net of Tax, Attributable to Parent				(1,414,000)
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent				122,000
Ending balance	1,313,691,000	1,367,224,000	454,697,000	1,313,691,000
AOCI Attributable to Parent
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance			(3,144,000)	(3,144,000)
Ending balance	(4,436,000)			(4,436,000)
Foreign Currency Translation Adjustment
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance			0	0
OCI, before Reclassifications, Net of Tax, Attributable to Parent				(1,414,000)
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent				0
Ending balance	(1,414,000)			(1,414,000)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance			(3,144,000)	(3,144,000)
OCI, before Reclassifications, Net of Tax, Attributable to Parent				0
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent	40,000	$ 40,000	$ 40,000	122,000
Ending balance	$ (3,022,000)			$ (3,022,000)

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SEGMENT REPORTING (Details)	3 Months Ended						9 Months Ended
	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Sep. 30, 2021 USD ($) segment	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Segment Reporting [Abstract]
Number of operating segments | segment							4
Segment Reporting Information [Line Items]
Total revenue	$ 314,779,000			$ 116,624,000			$ 774,778,000	$ 254,696,000
Income (loss) from operations	27,734,000			23,383,000			137,740,000	(749,000)
Depreciation and amortization	29,000,000			9,932,000			67,503,000	28,054,000
Interest expense, net of amounts capitalized	31,853,000			16,950,000			74,480,000	43,688,000
Gain on sale-leaseback	0	$ 53,400,000		0			(53,425,000)	0
Capital expenditures	31,373,000			3,118,000			67,158,000	8,566,000
Goodwill	444,908,000			186,571,000			444,908,000	186,571,000	$ 186,979,000	$ 133,082,000
Total assets	4,969,703,000			1,256,881,000			4,969,703,000	1,256,881,000	1,929,855,000
Net loss	(57,645,000)	$ 68,942,000	$ (10,705,000)	6,723,000	$ (23,555,000)	$ (8,878,000)	592,000	(25,710,000)
Change in value of naming rights liabilities	6,965,000			0			(1,371,000)	0
Bargain purchase gain	(1,039,000)			0			23,075,000	0
Goodwill from current year business acquisitions							257,731,000	58,743,000
Goodwill, Impairment Loss								(5,254,000)
West Segment
Segment Reporting Information [Line Items]
Total revenue	124,603,000			55,900,000			343,190,000	104,039,000
Income (loss) from operations	31,217,000			14,524,000			100,693,000	8,295,000
Depreciation and amortization	8,279,000			4,279,000			21,695,000	9,804,000
Interest expense, net of amounts capitalized	0			0			0	0
Gain on sale-leaseback							0
Capital expenditures	11,050,000			2,104,000			33,773,000	3,524,000
Goodwill	117,804,000			102,423,000			117,804,000	102,423,000	102,831,000	48,934,000
Total assets	1,090,759,000			593,038,000			1,090,759,000	593,038,000
Net loss	24,001,000			11,381,000			77,397,000	7,710,000
Change in value of naming rights liabilities	0						0
Bargain purchase gain	0						0
Goodwill from current year business acquisitions							14,593,000	58,743,000
Goodwill, Impairment Loss								(5,254,000)
Other
Segment Reporting Information [Line Items]
Total revenue	13,201,000			1,659,000			23,130,000	3,809,000
Income (loss) from operations	(37,952,000)			(5,719,000)			(87,778,000)	(18,140,000)
Depreciation and amortization	14,958,000			82,000			28,533,000	228,000
Interest expense, net of amounts capitalized	31,838,000			16,920,000			74,431,000	43,581,000
Gain on sale-leaseback							0
Capital expenditures	6,693,000			100,000			7,949,000	743,000
Goodwill	242,956,000			0			242,956,000	0	0
Total assets	2,595,973,000			36,189,000			2,595,973,000	36,189,000
Net loss	(107,032,000)			(15,360,000)			(167,158,000)	(40,022,000)
Change in value of naming rights liabilities	6,965,000						(1,371,000)
Bargain purchase gain	(1,039,000)						23,075,000
Goodwill from current year business acquisitions							243,138,000
East Segment
Segment Reporting Information [Line Items]
Total revenue	176,975,000			59,065,000			408,458,000	146,848,000
Income (loss) from operations	34,469,000			14,578,000			124,825,000	9,096,000
Depreciation and amortization	5,763,000			5,571,000			17,275,000	18,022,000
Interest expense, net of amounts capitalized	15,000			30,000			49,000	107,000
Gain on sale-leaseback							(53,425,000)
Capital expenditures	13,630,000			914,000			25,436,000	4,299,000
Goodwill	84,148,000			84,148,000			84,148,000	84,148,000	$ 84,148,000	$ 84,148,000
Total assets	1,282,971,000			627,654,000			1,282,971,000	627,654,000
Net loss	25,386,000			$ 10,702,000			90,353,000	6,602,000
Change in value of naming rights liabilities	0						0
Bargain purchase gain	$ 0						0
Goodwill from current year business acquisitions							$ 0	0
Goodwill, Impairment Loss								$ 0

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EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Earnings Per Share [Abstract]
Net (loss) income	$ (57,645)	$ 6,723	$ 592	$ (25,710)
Weighted average shares outstanding, basic (in shares)	49,506,000	30,458,000	45,573,000	30,825,000
Weighted average effect of dilutive securities (in shares)	0	177,000	303,000	0
Weighted average shares outstanding, diluted (in shares)	49,506,000	30,635,000	45,876,000	30,825,000
Per share data
Basic (in dollars per share)	$ (1.16)	$ 0.22	$ 0.01	$ (0.83)
Diluted (in dollars per share)	$ (1.16)	$ 0.22	$ 0.01	$ (0.83)
Share-based awards considered to be anti-dilutive (in shares)	4,953,791	0	4,922,577	88,244

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CORRECTION OF CURRENT PERIOD CONSOLIDATED FINANCIAL STATEMENTS - Additional Information (Details) £ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Aug. 31, 2021 USD ($)	Aug. 31, 2021 GBP (£)	Dec. 31, 2020 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Restricted cash	$ 1,844,758,000						$ 1,844,758,000				$ 3,110,000
Foreign currency translation adjustment	(781,000)						(1,414,000)
Foreign exchange loss, net	(42,896,000)			$ 0			(43,353,000)	$ 0
Other expenses	90,779,000			16,908,000			120,397,000	43,391,000
Net loss	57,645,000	$ (68,942,000)	$ 10,705,000	$ (6,723,000)	$ 23,555,000	$ 8,878,000	(592,000)	$ 25,710,000
Retained (deficit) earnings	51,226,000						51,226,000				$ (34,792,000)
Business Acquisition
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Restricted cash									$ 1,800,000,000	£ 1,310
Accumulated Other Comprehensive Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Other comprehensive loss	(740,000)
Adjustment | Foreign Currency Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Foreign currency translation adjustment	42,898,000						42,898,000
Foreign exchange loss, net	(42,898,000)						(42,898,000)
Other expenses	42,898,000						42,898,000
Net loss	42,898,000						42,898,000
Retained (deficit) earnings	42,898,000						42,898,000
Adjustment | Accumulated Other Comprehensive Loss | Foreign Currency Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Other comprehensive loss	$ 42,898,000						$ 42,900,000

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CORRECTION OF CURRENT PERIOD CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Retained (deficit) earnings	$ (51,226)	$ 34,792
Accumulated other comprehensive loss	(4,436)	$ (3,144)
As Previously Issued
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Retained (deficit) earnings	(8,328)
Accumulated other comprehensive loss	(47,334)
Adjustment | Foreign Currency Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Retained (deficit) earnings	(42,898)
Accumulated other comprehensive loss	$ 42,898

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CORRECTION OF CURRENT PERIOD CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Foreign exchange loss, net	$ (42,896)			$ 0			$ (43,353)	$ 0
Other, net	(3,084)			0			(6,450)	0
Interest Income (Expense), Net	(90,779)			(16,908)			(120,397)	(43,391)
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(63,045)			6,475			17,343	(44,140)
Net loss	$ (57,645)	$ 68,942	$ (10,705)	$ 6,723	$ (23,555)	$ (8,878)	$ 592	$ (25,710)
Basic (in dollars per share)	$ (1.16)			$ 0.22			$ 0.01	$ (0.83)
Diluted (in dollars per share)	$ (1.16)			$ 0.22			$ 0.01	$ (0.83)
As Previously Issued
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Foreign exchange loss, net	$ 2						$ (455)
Other, net	(3,084)						(6,450)
Interest Income (Expense), Net	(47,881)						(77,499)
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(20,147)						60,241
Net loss	$ (14,747)						$ 43,490
Basic (in dollars per share)	$ (0.30)						$ 0.95
Diluted (in dollars per share)	$ (0.30)						$ 0.95
Adjustment | Foreign Currency Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Foreign exchange loss, net	$ (42,898)						$ (42,898)
Other, net	0						0
Interest Income (Expense), Net	(42,898)						(42,898)
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(42,898)						(42,898)
Net loss	$ (42,898)						$ (42,898)
Basic (in dollars per share)	$ (0.86)						$ (0.94)
Diluted (in dollars per share)	$ (0.86)						$ (0.94)

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CORRECTION OF CURRENT PERIOD CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statement of Comprehensive (Loss) Income (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (57,645,000)	$ 68,942,000	$ (10,705,000)	$ 6,723,000	$ (23,555,000)	$ (8,878,000)	$ 592,000	$ (25,710,000)
Foreign currency translation adjustment	(781,000)						(1,414,000)
Other comprehensive income (loss)	(740,000)	$ 460,000	$ (1,012,000)				(1,292,000)
As Previously Issued
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(14,747,000)						43,490,000
Foreign currency translation adjustment	(43,679,000)						(44,312,000)
Other comprehensive income (loss)	(43,638,000)						(44,190,000)
Adjustment | Foreign Currency Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(42,898,000)						(42,898,000)
Foreign currency translation adjustment	42,898,000						42,898,000
Other comprehensive income (loss)	$ 42,898,000						$ 42,898,000

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CORRECTION OF CURRENT PERIOD CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity	$ 1,313,691	$ 1,367,224	$ 454,697	$ 156,165	$ 147,559	$ 171,019	$ 1,313,691	$ 156,165	$ 326,598	$ 211,411
Net loss	(57,645)	68,942	(10,705)	6,723	(23,555)	(8,878)	592	(25,710)
Retained (Deficit) Earnings
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity	(51,226)	6,696	24,087	14,569	7,846	32,617	(51,226)	14,569	$ 34,792	250,418
Net loss	(57,645)	$ 68,942	$ (10,705)	6,723	(23,555)	(8,878)
Accumulated Other Comprehensive Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity	(4,436)			$ (1,888)	$ (1,888)	$ (1,888)	(4,436)	$ (1,888)		$ (1,888)
Other comprehensive loss	(740)
As Previously Issued
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(14,747)						43,490
As Previously Issued | Retained (Deficit) Earnings
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity	(8,328)						(8,328)
As Previously Issued | Accumulated Other Comprehensive Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity	(47,334)						(47,334)
Other comprehensive loss	(43,638)
Adjustment | Foreign Currency Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(42,898)						(42,898)
Adjustment | Retained (Deficit) Earnings | Foreign Currency Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity	(42,898)						(42,898)
Adjustment | Accumulated Other Comprehensive Loss | Foreign Currency Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stockholders' equity	42,898						42,898
Other comprehensive loss	$ 42,898						$ 42,900

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CORRECTION OF CURRENT PERIOD CONSOLIDATED FINANCIAL STATEMENTS - Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (57,645)	$ 68,942	$ (10,705)	$ 6,723	$ (23,555)	$ (8,878)	$ 592	$ (25,710)
Foreign exchange loss, net							43,353	0
Other operating activities							4,260	$ 162
As Previously Issued
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(14,747)						43,490
Foreign exchange loss, net							455
Other operating activities							4,260
Adjustment | Foreign Currency Loss
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (42,898)						(42,898)
Foreign exchange loss, net							42,898
Other operating activities							$ 0

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SUBSEQUENT EVENTS (Details) - USD ($)	Oct. 01, 2021	Oct. 04, 2021	Sep. 30, 2021	Feb. 10, 2020
Subsequent Event [Line Items]
Capital return program				$ 100,000,000
Senior Notes | 5.625% Senior notes due 2029
Subsequent Event [Line Items]
Interest rate			5.625%
Senior Notes | 5.875% Senior notes due 2031
Subsequent Event [Line Items]
Interest rate			5.875%
Subsequent Event
Subsequent Event [Line Items]
Capital return program		$ 350,000,000
Subsequent Event | Senior Notes | 5.625% Senior notes due 2029
Subsequent Event [Line Items]
Principal amount	$ 750,000,000
Interest rate	5.625%
Subsequent Event | Senior Notes | 5.875% Senior notes due 2031
Subsequent Event [Line Items]
Principal amount	$ 750,000,000
Interest rate	5.875%
Subsequent Event | Secured Debt | Senior Secured First Lien
Subsequent Event [Line Items]
Principal amount	$ 1,945,000,000
Subsequent Event | Line of Credit | Senior Secured First Lien | Revolving Credit Facility
Subsequent Event [Line Items]
Maximum borrowing capacity	620,000,000
Subsequent Event | Gamesys
Subsequent Event [Line Items]
Total consideration paid	$ 2,620,000,000