10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2023

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 July 28, 2023, the number of shares of the registrant’s $0.01 par value common stock outstanding was 45,629,333.

For additional information regarding the Company’s shares outstanding, refer to Note 17 “Stockholders’ Equity.”

BALLY’S CORPORATION

TABLE OF CONTENTS

		Page No.
	PART I - FINANCIAL INFORMATION
ITEM 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (unaudited)	3
	Condensed Consolidated Statements of Operations (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	55
ITEM 4.	Controls and Procedures	56
	PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	57
ITEM 1A.	Risk Factors	57
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57
ITEM 5.	Other Information	57
ITEM 6.	Exhibits	58
	Signatures	59

2

PART I.    FINANCIAL INFORMATION

ITEM 1.    Financial Statements

BALLY’S CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands, except share data)

	June 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	183,611	$	212,515
Restricted cash	139,237		52,669
Accounts receivable, net	65,601		71,673
Inventory	15,372		14,191
Tax receivable	15,157		53,771
Prepaid expenses and other current assets	103,282		100,717
Assets held for sale	5,588		17,177
Total current assets	527,848		522,713
Property and equipment, net	1,155,757		1,202,102
Right of use assets, net	1,186,749		808,926
Goodwill	1,819,720		1,746,202
Intangible assets, net	1,938,249		1,961,938
Deferred tax asset	23,884		25,544
Other assets	128,982		32,688
Total assets	$	6,781,189	$	6,300,113
Liabilities and Stockholders’ Equity
Current portion of long-term debt	$	29,450	$	19,450
Current portion of lease liabilities	48,129		32,929
Accounts payable	78,074		70,071
Accrued income taxes	53,818		56,012
Accrued liabilities	467,602		573,931
Liabilities related to assets held for sale	1,560		3,409
Total current liabilities	678,633		755,802
Long-term debt, net	3,317,720		3,469,105
Long-term portion of financing obligation	200,000		200,000
Long-term portion of lease liabilities	1,174,937		803,212
Deferred tax liability	201,398		138,017
Naming rights liabilities	98,515		109,807
Other long-term liabilities	70,826		17,923
Total liabilities	5,742,029		5,493,866
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common stock ($0.01 par value, 200,000,000 shares authorized; 45,626,013 and 46,670,057 shares issued; 45,626,013 and 46,670,057 shares outstanding)	456		466
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)	—		—
Additional paid-in-capital	1,594,857		1,636,366
Treasury stock, at cost	—		—
Accumulated deficit	(351,639)		(535,373)
Accumulated other comprehensive loss	(204,942)		(295,640)
Total Bally’s Corporation stockholders’ equity	1,038,732		805,819
Non-controlling interest	428		428
Total stockholders’ equity	1,039,160		806,247
Total liabilities and stockholders’ equity	$	6,781,189	$	6,300,113

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue:
Gaming	$	493,296	$	455,088	$	980,191	$	918,790
Non-gaming	112,910		97,408		224,735		181,977
Total revenue	606,206		552,496		1,204,926		1,100,767
Operating (income) costs and expenses:
Gaming	218,939		204,051		436,600		423,263
Non-gaming	52,276		46,384		104,620		87,021
General and administrative	249,957		192,735		501,565		379,756
Gain from sale-leaseback, net	(135)		(50,766)		(374,321)		(50,766)
Depreciation and amortization	79,187		74,773		153,748		153,654
Total operating costs and expenses	600,224		467,177		822,212		992,928
Income from operations	5,982		85,319		382,714		107,839
Other income (expense):
Interest expense, net	(67,093)		(45,828)		(130,357)		(91,513)
Other non-operating income, net	6,811		25,444		9,421		44,923
Total other income (expense), net	(60,282)		(20,384)		(120,936)		(46,590)
(Loss) income before income taxes	(54,300)		64,935		261,778		61,249
(Benefit) provision for income taxes	(28,649)		5,434		109,093		(141)
Net (loss) income	$	(25,651)	$	59,501	$	152,685	$	61,390
Basic (loss) earnings per share	$	(0.48)	$	0.98	$	2.82	$	1.02
Weighted average common shares outstanding - basic	53,942		60,506		54,173		60,263
Diluted (loss) earnings per share	$	(0.48)	$	0.98	$	2.80	$	1.02
Weighted average common shares outstanding - diluted	53,942		60,541		54,582		60,332

See accompanying notes to condensed consolidated financial statements.

4

BALLY’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

(In thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net (loss) income	$	(25,651)	$	59,501	$	152,685	$	61,390
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax	38,625		(198,813)		90,698		(270,355)
Other comprehensive income (loss)	38,625		(198,813)		90,698		(270,355)
Total comprehensive income (loss)	$	12,974	$	(139,312)	$	243,383	$	(208,965)

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, 2022	46,670,057	$	466	$	1,636,366	$	—	$	(535,373)	$	(295,640)	$	428	$	806,247
Issuance of restricted stock and other stock awards	124,050	1		(1,332)		—		—		—		—		(1,331)
Share-based compensation	—	—		6,040		—		—		—		—		6,040
Retirement of treasury shares	—	(10)		(35,987)		19,753		16,244		—		—		—
Share repurchases	(1,026,343)	—		—		(19,753)		—		—		—		(19,753)
Other comprehensive income	—	—		—		—		—		52,073		—		52,073
Net income	—	—		—		—		178,336		—		—		178,336
Balance as of March 31, 2023	45,767,764	$	457	$	1,605,087	$	—	$	(340,793)	$	(243,567)	$	428	$	1,021,612
Issuance of restricted stock and other stock awards	125,842	1		(495)		529		—		—		—		35
Share-based compensation	—	—		6,290		—		—		—		—		6,290
Retirement of treasury shares	—	(7)		(25,279)		10,176		14,805		—		—		(305)
Share repurchases	(748,502)	—		—		(10,705)		—		—		—		(10,705)
Issuance of MKF penny warrants	—	—		7,371		—		—		—		—		7,371
Penny warrants exercised	377,253	4		—		—		—		—		—		4
Settlement of consideration to SportCaller	103,656	1		1,883		—		—		—		—		1,884
Other comprehensive income	—	—		—		—		—		38,625		—		38,625
Net loss	—	—		—		—		(25,651)		—		—		(25,651)
Balance as of June 30, 2023	45,626,013	$	456	$	1,594,857	$	—	$	(351,639)	$	(204,942)	$	428	$	1,039,160

	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, 2021	52,254,477	$	530	$	1,849,068	$	(29,166)	$	(181,581)	$	(26,809)	$	3,760	$	1,615,802
Issuance of restricted stock and other stock awards	122,849	1		(2,534)		—		—		—		—		(2,533)
Share-based compensation	—	—		5,095		—		—		—		—		5,095
Stock options exercised	20,000	—		86		—		—		—		—		86
Penny warrants exercised	383,934	4		—		—		—		—		—		4
Retirement of treasury shares	—	(11)		(35,200)		42,454		(7,243)		—		—		—
Share repurchases	(350,616)	—		—		(13,288)		—		—		—		(13,288)
Issuance of MKF penny warrants	—	—		12,010		—		—		—		—		12,010
Settlement of consideration to SportCaller	107,832	1		3,699		—		—		—		—		3,700
Other comprehensive loss	—	—		—		—		—		(71,542)		—		(71,542)
Net income	—	—		—		—		1,889		—		—		1,889
Balance as of March 31, 2022	52,538,476	$	525	$	1,832,224	$	—	$	(186,935)	$	(98,351)	$	3,760	$	1,551,223
Issuance of restricted stock	38,775	—		(308)		—		—		—		—		(308)
Share-based compensation	—	—		6,322		—		—		—		—		6,322
Other comprehensive loss	—	—		—		—		—		(198,813)		—		(198,813)
Net income	—	—		—		—		59,501		—		—		59,501
Balance as of June 30, 2022	52,577,251	$	525	$	1,838,238	$	—	$	(127,434)	$	(297,164)	$	3,760	$	1,417,925

See accompanying notes to condensed consolidated financial statements.

6

BALLY’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Six Months Ended June 30,
(in thousands)	2023		2022
Cash flows from operating activities:
Net income	$	152,685	$	61,390
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	153,748		153,654
Non-cash lease expense	28,117		14,456
Share-based compensation	12,330		11,417
Impairment charges	9,653		—
Amortization of debt discount and debt issuance costs	5,563		5,124
Gain on sale-leaseback	(374,321)		(50,766)
Gain on extinguishment of debt	(4,044)		—
Deferred income taxes	48,870		(28,879)
(Gain) loss on assets and liabilities measured at fair value	(293)		567
Gain on equity method investments	(3,090)		—
Change in value of naming rights liabilities	(7,291)		(33,411)
Change in contingent consideration payable	1,024		(10,175)
Adjustment on bargain purchase	—		107
Foreign exchange loss (gain)	5,947		(1,987)
Other operating activities	1,041		3,507
Changes in current operating assets and liabilities	34,111		39,540
Net cash provided by operating activities	64,050		164,544
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	(38,243)		—
Proceeds from sale-leaseback	411,000		150,000
Capital expenditures	(119,546)		(116,081)
Cash paid for internally developed software	(14,342)		(31,455)
Acquisition of gaming licenses	(10,150)		(51,560)
Purchase of equity securities	—		(3,175)
Other intangible asset acquisitions	—		(1,825)
Other investing activities	(4,743)		(1,738)
Net cash provided by (used in) investing activities	223,976		(55,834)
Cash flows from financing activities:
Issuance of long-term debt	35,000		110,000
Repayments of long-term debt	(177,345)		(204,725)
Payment of deferred consideration	—		(30,025)
Share repurchases	(30,458)		(13,288)
Other financing activities	(1,716)		(2,752)
Net cash used in financing activities	(174,519)		(140,790)
Effect of foreign currency on cash and cash equivalents	(4,195)		(11,404)
Change in cash and cash equivalents and restricted cash held for sale	(1,648)		—
Net change in cash and cash equivalents and restricted cash	107,664		(43,484)
Cash and cash equivalents and restricted cash, beginning of period	265,184		274,840
Cash and cash equivalents and restricted cash, end of period	$	372,848	$	231,356

7

BALLY’S CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Six Months Ended June 30,
(in thousands)	2023		2022
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	$	134,266	$	93,976
Cash received from income tax refunds, net of cash paid	9,722		(56,224)
Non-cash investing and financing activities:
Unpaid property and equipment	$	26,793	$	32,403
Bally’s Chicago - land development liability	135,290		—
Investment in GLP Capital, L.P.	14,412		—
Investment in RI Joint Venture	17,832		—
Unpaid internally developed software	904		—

	June 30,		December 31,
Reconciliation of cash and cash equivalents and restricted cash:	2023		2022
Cash and cash equivalents	$	183,611	$	212,515
Restricted cash	139,237		52,669
Restricted cash - Other assets	50,000		—
Total cash and cash equivalents and restricted cash	$	372,848	$	265,184

See accompanying notes to condensed consolidated financial statements.

8

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.    GENERAL INFORMATION

Description of Business

Bally’s Corporation (the “Company,” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and resorts and online gaming (“iGaming”) businesses. The Company owns and manages the following casino and resort properties:

Casinos and Resorts	Location	Type	Built/Acquired
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)	Lincoln, Rhode Island	Casino and Resort	2004
Bally’s Arapahoe Park	Aurora, Colorado	Racetrack/OTB Site	2004
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)(2)	Biloxi, Mississippi	Casino and Resort	2014
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2)	Tiverton, Rhode Island	Casino and Hotel	2018
Bally’s Dover Casino Resort (“Bally’s Dover”)(2)	Dover, Delaware	Casino, Resort and Raceway	2019
Bally’s Black Hawk(1)(2)	Black Hawk, Colorado	Three Casinos	2020
Bally’s Kansas City Casino (“Bally’s Kansas City”)	Kansas City, Missouri	Casino	2020
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)	Vicksburg, Mississippi	Casino and Hotel	2020
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)	Atlantic City, New Jersey	Casino and Resort	2020
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)	Shreveport, Louisiana	Casino and Hotel	2020
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)	Lake Tahoe, Nevada	Casino and Resort	2021
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)(2)	Evansville, Indiana	Casino and Hotel	2021
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)(2)	Rock Island, Illinois	Casino and Hotel	2021
Tropicana Las Vegas Casino and Resort (“Tropicana Las Vegas”)(2)	Las Vegas, Nevada	Casino and Resort	2022

__________________________________

(1)    Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.

(2)    Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 15 “Leases” for further information.

The North America Interactive reportable segment includes a portfolio of sports betting, iGaming and free-to-play gaming brands and the North American operations of Gamesys Group Ltd. (“Gamesys”), an iCasino and online bingo platform provider and operator.

The Company’s International Interactive reportable segment includes the interactive activities in Europe and Asia of Gamesys.

Refer to Note 19 “Segment Reporting” for further information.

2.    SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and entities the Company identifies as variable interest entities (“VIEs”), of which the Company is determined to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign subsidiaries are translated into US dollars 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).

9

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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, 2022. 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, 2022.

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.

Equity Method Investments

On January 1, 2023, the Company and International Game Technology PLC (“IGT”) contributed certain tangible assets and leases to Rhode Island VLT Company, LLC (“RIVLT”) in exchange for equity interests of RIVLT. The Company contributed video lottery terminals (“VLTs”) and player tracking equipment to the joint venture for a 40% equity interest of RIVLT. The 40% ownership in the joint venture qualifies for equity method accounting. In addition to this joint venture, the Company also has another investment in an unconsolidated subsidiary which is accounted for using equity method accounting. The Company records its share of net income or loss within Other non-operating income, net” in the condensed consolidated statements of operations. For the three and six months ended June 30, 2023, the Company recorded a gain on equity method investments of $1.0 million and $3.1 million, respectively.

Variable Interest Entities

The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary.

In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions.

Management has analyzed and concluded that Breckenridge Curacao B.V. (“Breckenridge”) is a VIE because it does not have sufficient equity investment at risk. The Company has determined that it is the primary beneficiary and consolidates the VIE because (a) although the Company does not control all decisions of Breckenridge, the Company has the power to direct the activities of Breckenridge that most significantly impact its economic performance through various contracts with the entity and (b) the nature of these agreements between Breckenridge and the Company provides the Company with the obligation to absorb losses and the right to receive benefits based on fees that are based upon off-market rates and commensurate to the level of services provided. The Company receives significant benefits in the form of fees that are not at market and commensurate to the level of services provided. As a result, the Company consolidates all of the assets, liabilities and results of operations of Breckenridge and its subsidiaries in the accompanying condensed consolidated financial statements. As of June 30, 2023 and December 31, 2022, Breckenridge had total assets of $155.3 million and $93.4 million, respectively, and total liabilities of $85.9 million and $77.1 million, respectively. Breckenridge had revenues of $76.5 million and $160.5 million for the three and six months ended June 30, 2023, respectively, and $73.9 million and $160.8 million for the three and six months ended June 30, 2022, respectively.

10

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or less. Restricted cash includes cash collateral in connection with amounts due to the Chicago Tribune (refer to Note 9 “Property and Equipment”), player deposits, payment service provider deposits, and Video Lottery Terminal (“VLT”) and table games related cash payable to certain states where we operate, which are unavailable for the Company’s use.

Accounts Receivable, Net

Accounts receivable, net consists of the following:

	June 30,		December 31,
(in thousands)	2023		2022
Amounts due from Rhode Island and Delaware(1)	$	14,987	$	15,865
Gaming receivables	17,450		19,065
Non-gaming receivables	38,813		42,532
Accounts receivable	71,250		77,462
Less: Allowance for doubtful accounts	(5,649)		(5,789)
Accounts receivable, net	$	65,601	$	71,673

__________________________________

(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 Bally’s Dover.

Gaming Expenses

Gaming expenses include, among other things, payroll costs and expenses associated with the operation of VLTs, slots and table games, including gaming taxes payable to jurisdictions in which the Company operates outside of Rhode Island and Delaware, and marketing costs directly associated with the Company’s iGaming products and services. These marketing expenses are included within Gaming expenses in the condensed consolidated statements of operations and were $47.8 million and $44.8 million for the three months ended June 30, 2023 and 2022, respectively, and $93.7 million and $102.5 million for the six months ended June 30, 2023 and 2022, respectively. Gaming expenses also include racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses associated with the operation of live racing and simulcasting.

Advertising Expense

The Company expenses advertising costs as incurred. For the three and six months ended June 30, 2023, advertising expense was $3.2 million and $8.6 million, respectively. For the three and six months ended June 30, 2022, advertising expense was $7.3 million and $14.8 million, respectively. Advertising costs are included in “Gaming and administrative” on the condensed consolidated statement of operations.

Earnings (Loss) Per Share

Basic earnings (loss) per common share is calculated in accordance with Accounting Standards Codification (“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).

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BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Fair Value Measurements

Fair value is determined using the principles of ASC 820, Fair Value Measurement. Fair value is described as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows:

•Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data.

•Level 3: Unobservable inputs.

The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the measurement.

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 its Tennis Channel, Stadium sports network and STIRR streaming service. The Company received 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 Tax Receivable Agreement (“TRA”) with Sinclair. 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 five-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 Diamond Sports Group 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 ASC 805-50, Business Combinations—Related Issues, 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 TRA payments, each explained below. The naming rights intangible asset, net of accumulated amortization, was $239.4 million and $255.6 million as of June 30, 2023 and December 31, 2022, respectively. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks, and was $7.7 million and $8.4 million for the three months ended June 30, 2023 and 2022, respectively, and $15.5 million and $16.8 million for the six months ended June 30, 2023 and 2022, respectively. Refer to Note 10 “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 June 30, 2023 and December 31, 2022 was $58.5 million and $59.3 million, respectively. The short-term portion of the liability, which was $7.0 million and $6.0 million as of June 30, 2023 and December 31, 2022, respectively, is recorded within “Accrued liabilities” and the long-term portion of the liability, which was $51.5 million and $53.3 million as of June 30, 2023 and December 31 2022, respectively, is recorded within “Naming rights liabilities” in the condensed consolidated balance sheets. Accretion expense reported in “Interest expense, net of amounts capitalized” in the condensed consolidated statements of operations was $1.1 million for the three months ended June 30, 2023 and 2022, and $2.2 million for the six months ended June 30, 2023 and 2022.

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BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 NYSE, which was obtained on January 27, 2021.

Penny Warrants & Options. The Penny Warrants and Options are equity classified instruments under ASC 815, Derivatives and Hedging, (“ASC 815”). 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. The Company recorded $59.7 million as of June 30, 2023 and December 31, 2022, and is included within “Additional paid-in-capital” in the condensed consolidated balance sheets.

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. Refer to Note 11 “Fair Value Measurements” 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. The TRA liability was $17.1 million and $19.4 million as of June 30, 2023 and December 31, 2022, respectively, and is included in “Naming rights liabilities” in the condensed consolidated balance sheets. The change in value of the TRA liability is included in “Other non-operating expenses, net” in the condensed consolidated statements of operations.

Provision (Benefit) for Income Taxes

During the six months ended June 30, 2023, the Company recorded a provision for income tax of $109.1 million, at an effective year to date tax rate of 41.7% and a benefit for income tax of $0.1 million, at an effective year to date tax rate of (0.2)%, respectively. The 2023 year to date effective tax rate was higher than the US federal statutory tax rate of 21%, largely due to an increase in the valuation allowance and a tax liability for a discrete item related to the deferred gain on sale leaseback transactions in Mississippi and Rhode Island. The 2022 year to date effective tax rate was lower than the US federal statutory tax rate of 21%, largely due to a tax benefit recorded in foreign jurisdictions during the year, offset by a discrete item related to the gain on sale leaseback transactions in Colorado and Illinois.

3.    CONSOLIDATED FINANCIAL INFORMATION

General and Administrative Expenses

Amounts included in General and administrative for the three and six months ended June 30, 2023 and 2022 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Advertising, general and administrative	$	223,760	$	182,623	$	444,765	$	364,364
Acquisition and integration costs	13,104		10,112		26,885		15,392
Restructuring	3,440		—		20,262		—
Impairment charges	9,653		—		9,653		—
Total general and administrative	$	249,957	$	192,735	$	501,565	$	379,756

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BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Other Non-Operating Income (Expense)

Amounts included in Other non-operating income (expenses), net for the three and six months ended June 30, 2023 and 2022 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Change in value of naming rights liabilities	$	7,558	$	20,032	$	7,291	$	33,411
Gain on equity method investments	990		—		3,090		—
Gain on extinguishment of debt	—		—		4,044		—
Foreign exchange (loss) gain	(1,639)		1,813		(5,947)		1,995
Other, net	(98)		3,599		943		9,517
Total other non-operating income (expenses), net	$	6,811	$	25,444	$	9,421	$	44,923

4.    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update address diversity in practice and inconsistency related to recognition of an acquired contract liability and the effect of payment terms on subsequent revenue recognition for the acquirer. This update is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company’s adoption of this ASU in the first quarter of 2023 did not have a material impact to its condensed consolidated financial statements.

In December 2022, the Financial Accounting Standards Board issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this update defer the sunset date of Topic 848, which applies to entities which have transactions that reference LIBOR or other reference rates which are expected to be discontinued due to reference rate reform, until December 31, 2024. The Company’s adoption of this ASU in the second quarter of 2023 did not have a material impact to its condensed consolidated financial statements.

5.    REVENUE RECOGNITION

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which requires companies to recognize revenue in a way that depicts the transfer of promised goods or services. In addition, the standard requires more detailed disclosures to enable readers of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company generates revenue from four principal sources: (1) gaming (which includes retail gaming, online gaming, sports betting and racing), (2) hotel, (3) food and beverage and (4) retail, entertainment and other.

The Company determines revenue recognition through the following steps:

•Identify the contract, or contracts, with the customer;

•Identify the performance obligations in the contract;

•Determine the transaction price;

•Allocate the transaction price to performance obligations in the contract; and

•Recognize revenue when or as the Company satisfies performance obligations by transferring the promised goods or services.

The amount of revenue recognized by the Company is measured at the transaction price or the amount of consideration that the Company expects to receive through satisfaction of the identified performance obligations.

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BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Retail gaming, online gaming and sports betting revenue, each as described below, contain two performance obligations. Retail gaming transactions have an obligation to honor the outcome of a wager and to pay out an amount equal to the stated odds, including the return of the initial wager, if the customer receives a winning hand. These elements of honoring the outcome of the hand of play and generating a payout are considered one performance obligation. Online gaming and sports betting represent a single performance obligation for the Company to operate contests or games and award prizes or payouts to users based on results of the arrangement. Revenue is recognized at the conclusion of each contest, wager or wagering game hand. Incentives can be used across online gaming products. The Company allocates a portion of the transaction price to certain customer incentives that create material future customer rights and are a separate performance obligation. In addition, in the event of a multi-stage contest, the Company will allocate transaction price ratably from contest start to the contest’s final stage. Racing revenue is earned through advance deposit wagering which consists of patrons wagering through an advance deposit account. Each wagering contract contains a single performance obligation.

The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. The transaction price for racing operations, inclusive of live racing events conducted at the Company’s racing facilities, is the commission received from the pari-mutuel pool less contractual fees and obligations primarily consisting of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to the racing operations. The transaction price for hotel, food, beverage, retail, entertainment and other is the net amount collected from the customer for such goods and services. Hotel, food, beverage, retail, entertainment and other services have been determined to be separate, stand-alone performance obligations and revenue is recognized as the good or service is transferred at the point in time of the transaction.

The following contains a description of each of the Company’s revenue streams:

Gaming Revenue

Retail Gaming

The Company recognizes retail gaming revenue as the net win from gaming activities, which is the difference between gaming inflows and outflows, not the total amount wagered. Progressive jackpots are estimated and recognized as revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives.

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 to account for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the impact on the consolidated financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from the application of an individual wagering contract. 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 performance obligation related to loyalty program incentives are deferred and recognized as revenue upon redemption by the customer. The amount associated with gaming wagers is recognized at the point the wager occurs, as it is settled immediately.

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 on VLT revenue generated from units in excess of 3,002 units. Bally’s Tiverton is entitled to receive a percentage of VLT revenue that is equivalent to the percentage received by Bally’s Twin River. From July 1, 2021 through December 31, 2022, Bally’s Twin River and Bally’s Tiverton were entitled to an additional 7.00% share of revenue, as the Technology Provider, on VLTs owned by the Company. Beginning on January 1, 2023, the Company contributed all of its VLT assets to the Rhode Island Joint Venture and the Rhode Island Joint Venture, as the sole Technology Provider, is now entitled to that additional 7% of VLT revenue.

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 June 30, 2023 and 2022. Revenue is recognized when the wager is settled, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company 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.

15

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Gaming revenue also includes Bally’s Dover’s share of revenue as determined under the Delaware State Lottery Code from the date of its acquisition. Bally’s Dover 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 June 30, 2023 and 2022, Bally’s Dover was entitled to an approximate 42% share of VLT revenue and 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 includes casino revenue of the Company’s other properties which is the aggregate net difference between gaming wins and losses, with deferred revenue recognized for prepaid deposits by customers prior to play, 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.

Online Gaming

The Company’s online gaming operates similarly to land-based casinos, generating revenue from player wagers net of payouts and incentives awarded to players.

Online gaming revenue includes the online bingo and casino revenue of Gamesys since the date of acquisition, beginning October 1, 2021. The revenue is earned from operating online bingo and casino websites, which consists of the difference between total amounts wagered by players less winnings payable to players, bonuses allocated and jackpot contributions. Online gaming revenue is recognized at the point in time when the player completes a gaming session and payout occurs. There is no significant degree of uncertainty involved in quantifying the amount of gaming revenue earned, including bonuses, jackpot contributions and loyalty points. Bonuses, jackpot contributions and loyalty points are measured at fair value at each reporting date.

Sports Betting

Sports betting involves a player wagering money on an outcome or series of outcomes. If a player wins the wager, the Company pays the player a pre-determined amount known as fixed odds. Sports betting revenue is generated through built-in theoretical margins in each sports wagering opportunity offered to players. Revenue is recognized as total wagers net of payouts made and incentives awarded to players.

The Company has entered into several multi-year agreements with third-party operators for online sports betting and iGaming market access in several jurisdictions 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 six months ended June 30, 2023 and 2022. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $3.9 million and $4.1 million as of June 30, 2023 and December 31, 2022, respectively, and is included in “Accrued liabilities” and “Other long-term liabilities” in the condensed consolidated balance sheets.

All other revenues, including market access and B2B service revenue generated by the North America Interactive and International Interactive reportable segments, are recognized at the time the goods are sold or the service is provided.

16

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Racing

Racing revenue includes Bally’s Twin River’s, Bally’s Tiverton’s, Bally’s Arapahoe Park’s and Bally’s Dover’s share of wagering from live racing and the import of simulcast signals. Racing revenue is recognized upon completion of the wager based upon 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 reduction to racing revenue.

Non-gaming Revenue

Non-gaming revenue consists of hotel, food, beverage, retail, entertainment and other revenue. Hotel revenue is recognized when the customer obtains control through occupancy of the room over the stay at the hotel. Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met. Food, beverage and retail revenues are recognized at the time the goods are sold from Company-operated outlets. The estimated standalone selling price of hotel rooms is determined based on observable prices. The standalone selling price of food, beverage, retail, entertainment and other goods and services are determined based upon the actual retail prices charged to customers for those items. Cancellation fees for hotel and meeting space services are recognized upon cancellation by the customer and are included in Non-gaming revenue within our condensed consolidated statements of operations.

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 six months ended June 30, 2023 and 2022:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Hotel	$	24,123	$	19,423	$	46,558	$	35,325
Food and beverage	19,823		18,056		39,297		34,766
Retail, entertainment and other	2,420		2,579		5,011		4,786
	$	46,366	$	40,058	$	90,866	$	74,877

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.

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BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following tables provide a disaggregation of revenue by segment (in thousands):

Three Months Ended June 30, 2023	Casinos & Resorts		North America Interactive		International Interactive		Total
Gaming	$	231,018	$	19,111	$	243,167	$	493,296
Non-gaming:
Hotel	51,391		—		—		51,391
Food and beverage	35,224		—		—		35,224
Retail, entertainment and other	15,529		6,159		4,607		26,295
Total non-gaming revenue	102,144		6,159		4,607		112,910
Total revenue	$	333,162	$	25,270	$	247,774	$	606,206
Three Months Ended June 30, 2022
Gaming	$	225,716	$	7,868	$	221,504	$	455,088
Non-gaming:
Hotel	33,929		—		—		33,929
Food and beverage	27,435		—		—		27,435
Retail, entertainment and other	12,795		10,182		13,067		36,044
Total non-gaming revenue	74,159		10,182		13,067		97,408
Total revenue	$	299,875	$	18,050	$	234,571	$	552,496
Six Months Ended June 30, 2023
Gaming	$	464,125	$	35,718	$	480,348	$	980,191
Non-gaming:
Hotel	98,723		—		—		98,723
Food and beverage	68,832		—		—		68,832
Retail, entertainment and other	30,268		13,914		12,998		57,180
Total non-gaming revenue	197,823		13,914		12,998		224,735
Total revenue	$	661,948	$	49,632	$	493,346	$	1,204,926
Six Months Ended June 30, 2022
Gaming	$	443,521	$	14,513	$	460,756	$	918,790
Non-gaming:
Hotel	60,864		—		—		60,864
Food and beverage	51,423		—		—		51,423
Retail, entertainment and other	24,037		18,764		26,889		69,690
Total non-gaming revenue	136,324		18,764		26,889		181,977
Total revenue	$	579,845	$	33,277	$	487,645	$	1,100,767

Revenue included in operations from Casino Secret from the date of its acquisition, January 5, 2023, is reported in International Interactive and was $10.0 million and $21.4 million for the three and six months ended June 30, 2023, respectively. Refer to Note 6 “Business Combinations” for further information.

Contract Assets and Contract Related Liabilities

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 OTB locations. The Company’s receivables related to contracts with customers were $39.9 million and $44.0 million as of June 30, 2023 and December 31, 2022, respectively.

The Company has the following liabilities related to contracts with customers: liabilities for loyalty programs, advance deposits made for goods and services yet to be provided and unpaid wagers. All of the contract liabilities are short-term in nature and are included in “Accrued liabilities” in the condensed consolidated balance sheets.

18

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next 12 months.

Advance deposits are typically 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.

Unpaid wagers include the Company’s outstanding chip liability and unpaid slot, pari-mutuel and sports betting tickets.

Liabilities related to contracts with customers as of June 30, 2023 and December 31, 2022 were as follows:

	June 30,		December 31,
(in thousands)	2023		2022
Loyalty programs	$	20,398	$	20,264
Advanced deposits from customers	32,899		27,956
Unpaid wagers	10,712		14,038
Total	$	64,009	$	62,258

The Company recognized $9.9 million and $7.7 million of revenue related to loyalty program redemptions for the three months ended June 30, 2023 and 2022, respectively, and $17.6 million and $15.9 million for the six months ended June 30, 2023 and 2022, respectively.

6.    BUSINESS COMBINATIONS

Casinos & Resorts Acquisition

Tropicana Las Vegas - On September 26, 2022, the Company completed its acquisition of Tropicana Las Vegas. The total purchase price was $148.2 million. Cash paid by the Company at closing net of $1.7 million cash acquired, was $146.5 million, excluding transaction costs. In connection with the acquisition of Tropicana Las Vegas, the Company entered into a lease arrangement with GLPI to lease the land underlying the Tropicana Las Vegas property for an initial term of 50 years at annual rent of $10.5 million.

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BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the Casinos & Resorts acquisition as of June 30, 2023:

(in thousands)	Tropicana Las Vegas
	Preliminary(2)
Total current assets	$	7,924
Property and equipment, net	136,116
Right of use assets, net	164,884
Intangible assets, net(1)	5,140
Other assets	766
Goodwill	8,794
Total current liabilities	(10,129)
Lease liabilities	(164,884)
Other long-term liabilities	(395)
Total purchase price	$	148,216

__________________________________

(1)    Intangible assets include rated player relationships, a trade name and pre-bookings of $2.6 million, $1.7 million and $0.8 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years, 3 years and 2 years, respectively.

(2)    The Company recorded adjustments to the preliminary purchase price allocation during the six months ended June 30, 2023 which decreased total current assets by $0.2 million, increased goodwill by $0.2 million, decreased total current liabilities by $0.1 million and increased the total purchase price by $0.1 million.

Goodwill recognized is deductible for local tax purposes and has been assigned as of the acquisition date to the Company’s Casinos & Resorts reportable segment, which includes the reporting unit expected to benefit from the synergies of the acquisition. Qualitative factors that contribute to the recognition of goodwill include an organized workforce and expected synergies from integrating the property into the Company’s casino portfolio and future development of its omni-channel strategy.

The Company incurred $0.8 million of acquisition costs related to the above Casino & Resorts acquisition during the three and six months ended June 30, 2023, and $0.3 million and $0.5 million during the three and six months ended June 30, 2022, respectively. There were no acquisition costs related to the International Interactive acquisition during the three months ended June 30, 2023. These costs are included within “General and administrative” of the condensed consolidated statement of operations.

International Interactive Acquisition

Casino Secret - On January 5, 2023, the Company completed the acquisition of BACA Limited (“Casino Secret”), a European based online casino that offers slots, tables and live dealer games to Asian markets for total consideration of $49.3 million. Cash paid by the Company at closing net of $8.3 million cash acquired was $38.2 million, excluding transaction costs.

20

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

(in thousands)	Casino Secret
	Preliminary(2)
Total current assets	$	8,862
Property and equipment, net	50
Right of use assets, net	392
Intangible assets, net(1)	29,471
Goodwill	18,139
Total current liabilities	(7,163)
Lease liabilities	(412)
Total purchase price	$	49,339

__________________________________

(1)    Casino Secret intangible assets include player relationships and trade names of $26.0 million and $3.5 million, respectively, which are both being amortized on a straight-line basis over their estimated useful lives of approximately 7 years.

(2)    The Company did not record adjustments to the preliminary purchase price allocation during the six months ended June 30, 2023.

Total goodwill recorded in connection with the above International Interactive acquisition was $18.1 million, and is not deductible for local tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill, which consist primarily of benefits from acquiring a talented technology workforce and management team experienced in the online gaming industry, and securing buyer-specific synergies expected to contribute to the Company’s omni-channel strategy which are expected to increase revenue and profits within the Company’s International Interactive reportable segment. The goodwill of the International Interactive acquisition has been assigned, as of the acquisition date, to the Company’s International Interactive reportable segment.

The Company incurred $1.2 million of acquisition costs related to the above International Interactive acquisition during the six months ended June 30, 2023. There were no acquisition costs related to the International Interactive acquisition during the three months ended June 30, 2023. These costs are included within “General and administrative” of the condensed consolidated statement of operations.

7.    ASSETS AND LIABILITIES HELD FOR SALE

The Company applies a criteria that must be met before an asset is classified as held for sale, including that management, with the appropriate authority, commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. The Company recognizes assets held for sale at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge may be recorded for any difference between fair value and the carrying value. Due to an evaluation of the expected fair value less costs to sell, during the three months ended June 30, 2023, the Company recognized impairment charges of $9.4 million and $0.3 million on goodwill and intangible assets held for sale, respectively. These charges have been accounted for within “General and administrative” in the condensed consolidated statement of operations.

As of June 30, 2023 and December 31, 2022, one of the Company’s North America Interactive businesses met the criteria to be classified as assets held for sale but did not qualify as discontinued operations as it did not represent a strategic shift having a major effect on the Company’s operations and financial results.

The major classes of assets and liabilities classified as held for sale as of June 30, 2023 and December 31, 2022 are as follows:

21

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(in thousands)	June 30, 2023		December 31, 2022
Assets:
Restricted cash, prepaid expenses and other current assets	$	1,820	$	3,756
Goodwill	—		9,399
Intangible assets, net	3,768		4,022
Assets held for sale(1)	$	5,588	$	17,177
Liabilities related to assets held for sale(1)(2)	$	1,560	$	3,409

__________________________________

(1)    All assets and liabilities held for sale were classified as current as it’s probable the sale will be completed within one year.

(2)    Liabilities related to assets held for sale were comprised of accounts payable and accrued liabilities.

The revenues and net loss attributable to the business classified as held for sale were immaterial for the three and six months ended June 30, 2023 and 2022.

8.    PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of June 30, 2023 and December 31, 2022, prepaid expenses and other current assets was comprised of the following:

	June 30,		December 31,
(in thousands)	2023		2022
Services and license agreements	$	30,342	$	31,396
Due from payment service providers	29,009		30,621
Marketing	9,809		8,042
Deposits	8,845		2,016
Sales tax	7,697		5,900
Gaming taxes and licenses	6,362		4,644
Purse funds	4,863		8,093
Prepaid insurance	1,147		6,374
Other	5,208		3,631
Total prepaid expenses and other current assets	$	103,282	$	100,717

9.    PROPERTY AND EQUIPMENT

As of June 30, 2023 and December 31, 2022, property and equipment was comprised of the following:

	June 30,		December 31,
(in thousands)	2023		2022
Land	$	238,997	$	259,378
Land improvements	159,328		31,197
Building and improvements	547,593		752,964
Equipment	230,325		246,340
Furniture and fixtures	67,506		63,753
Construction in process	149,047		116,181
Total property, plant and equipment	1,392,796		1,469,813
Less: Accumulated depreciation	(237,039)		(267,711)
Property and equipment, net	$	1,155,757	$	1,202,102

22

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Depreciation expense relating to property and equipment was $19.0 million and $37.6 million for the three and six months ended June 30, 2023, respectively, and $16.1 million and $32.9 million for the three and six months ended June 30, 2022, respectively. During the three and six months ended June 30, 2023, there was $2.1 million and $5.0 million of capitalized interest, respectively, and during the three and six months ended June 30, 2022, there was $0.4 million and $0.7 million of capitalized interest, respectively.

Bally’s Chicago

A wholly-owned indirect subsidiary of the Company, Bally’s Chicago Operating Company, LLC entered into a Lease Termination and Short Term License Agreement with Chicago Tribune Company, LLC (“Tribune”), effective March 31, 2023, which among other things provides that the Company will have possession of 777 West Chicago Avenue, Chicago Illinois 60610 (the “Permanent Chicago Site”) on or before July 5, 2024, subject to $150 million in payments by the Company to Tribune payable in full upon Tribune vacating the site on or prior to July 5, 2024 (the “Payment”). $140 million of the Payment is secured by cash-collateralized letters of credit, issued by Citizens Bank. Cash collaterals are reported as restricted cash, with the long-term portion included within Other assets, as of June 30, 2023.

The Company recorded the short-term portion of the payments of $85.6 million within “Accrued liabilities” and the remaining $49.7 million within Other long-term liabilities, with an offsetting increase to “Property and equipment, net” within the condensed consolidated balance sheets as of June 30, 2023.

10.    GOODWILL AND INTANGIBLE ASSETS

The change in carrying value of goodwill by reportable segment for the six months ended June 30, 2023 is as follows (in thousands):

	Casinos & Resorts		North America Interactive		International Interactive		Total
Goodwill as of December 31, 2022(1)	$	209,257	$	39,740	$	1,497,205	$	1,746,202
Goodwill from current year business acquisition	—		—		18,139		18,139
Effect of foreign exchange	—		160		55,015		55,175
Purchase accounting adjustments on prior year business acquisition	204		—		—		204
Goodwill as of June 30, 2023(1)	$	209,461	$	39,900	$	1,570,359	$	1,819,720

__________________________________

(1)    Amounts are shown net of accumulated goodwill impairment charges of $5.4 million and $140.4 million for Casinos and Resorts and North America Interactive, respectively.

The change in intangible assets, net for the six months ended June 30, 2023 is as follows (in thousands):

Intangible assets, net as of December 31, 2022	$	1,961,938
Intangible assets from current year business combinations	29,471
Change in TRA with Sinclair(1)	(752)
Effect of foreign exchange	37,389
Internally developed software	15,503
Other intangibles acquired	10,807
Less: Amortization	(116,107)
Intangible assets, net as of June 30, 2023	$	1,938,249

__________________________________

(1)    Refer to Note 2 “Significant Accounting Policies” for further information.

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

23

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

	Weighted average remaining life (in years)	June 30, 2023
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(1)	7.6	$	313,833	$	(74,474)	$	239,359
Trade names	5.3	21,360		(16,738)		4,622
Hard Rock license	24.0	8,000		(2,182)		5,818
Customer relationships	5.3	964,697		(241,138)		723,559
Developed technology	5.3	265,239		(66,310)		198,929
Internally developed software	3.1	45,039		(16,856)		28,183
Gaming licenses	6.7	43,919		(8,211)		35,708
Other	2.4	5,237		(2,792)		2,445
Total amortizable intangible assets		1,667,324		(428,701)		1,238,623
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	529,171		—		529,171
Trade names	Indefinite	169,298		—		169,298
Other	Indefinite	1,157		—		1,157
Total unamortizable intangible assets		699,626		—		699,626
Total intangible assets, net		$	2,366,950	$	(428,701)	$	1,938,249

__________________________________

(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.

	Weighted average remaining life (in years)	December 31, 2022
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(2)	8.1	$	314,585	$	(58,982)	$	255,603
Trade names	2.7	17,750		(16,196)		1,554
Hard Rock license	24.5	8,000		(2,061)		5,939
Customer relationships	5.8	907,199		(166,155)		741,044
Developed technology	5.7	256,512		(45,769)		210,743
Internally developed software	4.0	26,520		(5,444)		21,076
Gaming licenses	7.8	34,016		(4,892)		29,124
Other	2.6	4,917		(2,110)		2,807
Total amortizable intangible assets		1,569,499		(301,609)		1,267,890
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	529,171		—		529,171
Trade names	Indefinite	164,391		—		164,391
Other	Indefinite	486		—		486
Total unamortizable intangible assets		694,048		—		694,048
Total intangible assets, net		$	2,263,547	$	(301,609)	$	1,961,938

__________________________________

(2)    See note (1) above.

24

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Amortization of intangible assets was approximately $60.2 million and $58.7 million for the three months ended June 30, 2023 and 2022, respectively, and approximately $116.1 million and $120.8 million for the six months ended June 30, 2023 and 2022, respectively.

The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of June 30, 2023:

(in thousands)
Remaining 2023	$	113,069
2024	229,095
2025	220,223
2026	218,208
2027	217,555
Thereafter	240,473
Total	$	1,238,623

11.    FAIR VALUE MEASUREMENTS

Except for the assets and liabilities held for sale and the corresponding impairment described in Note 7, there were no assets and liabilities measured at fair value on a nonrecurring basis. 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:

		June 30, 2023
(in thousands)	Balance Sheet Location	Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents	$	183,611	$	—	$	—
Restricted cash	Restricted cash	139,237		—		—
Restricted cash	Other assets	50,000		—		—
Convertible loans	Prepaid expenses and other current assets	876		—		—
Convertible loans	Other assets	—		—		11,474
Investments in equity securities	Other assets	3,019		—		—
Investment in GLPI partnership	Other assets	—		13,891		—
Total		$	376,743	$	13,891	$	11,474
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	—	$	—	$	29,696
Total		$	—	$	—	$	29,696

25

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

		December 31, 2022
(in thousands)	Balance Sheet Location	Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents	$	212,515	$	—	$	—
Restricted cash	Restricted cash	52,669		—		—
Convertible loans	Prepaid expenses and other current assets	657		—		—
Convertible loans	Other assets	—		—		10,212
Investments in equity securities	Other assets	2,395		—		—
Total		$	268,236	$	—	$	10,212
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	—	$	—	$	36,987
Contingent consideration	Accrued liabilities	—		—		8,220
Total		$	—	$	—	$	45,207

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:

(in thousands)	Sinclair Performance Warrants		Contingent Consideration		Convertible Loans		Total
Beginning as of December 31, 2022	$	36,987	$	8,220	$	10,212	$	55,419
Additions in the period (acquisition fair value)	—		—		500		500
Change in fair value	267		1,241		126		1,634
Ending as of March 31, 2023	$	37,254	$	9,461	$	10,838	$	57,553
Additions in the period (acquisition fair value)	—		—		500		500
Reductions in the period	—		(9,292)		—		(9,292)
Change in fair value	(7,558)		(169)		136		(7,591)
Ending as of June 30, 2023	$	29,696	$	—	$	11,474	$	41,170

(in thousands)	Sinclair Performance Warrants		Contingent Consideration		Convertible Loans		Total
Beginning as of December 31, 2021	$	69,564	$	34,931	$	2,025	$	106,520
Additions in the period (acquisition fair value)	—		—		167		167
Reductions in the period	—		(15,862)		—		(15,862)
Change in fair value	(13,379)		(5,992)		(54)		(19,425)
Ending as of March 31, 2022	$	56,185	$	13,077	$	2,138	$	71,400
Additions in the period (acquisition fair value)	—		—		500		500
Change in fair value	(20,032)		(4,376)		(152)		(24,560)
Ending as of June 30, 2022	$	36,153	$	8,701	$	2,486	$	47,340

26

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The gains (losses) recognized in the condensed consolidated statement of operations for derivatives not designated as hedging instruments during the three and six months ended June 30, 2023 and 2022 are as follows:

	Condensed Consolidated Statements of Operations Location	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)		2023		2022		2023		2022
Sinclair Performance Warrants	Change in value of naming rights liabilities	$	7,558	$	20,032	$	7,291	$	33,411

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 between 63% and 66%, risk free rates between 1.02% and 4.01%, the Company’s common stock price for each period and expected terms between 3.4 and 8.0 years.

Sinclair Options

Sinclair Options are accounted for as an equity classified instrument under ASC 815, Derivatives and Hedging. The fair value of the options are 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. The fair value of the Options was $59.7 million as of June 30, 2023 and December 31, 2022 and is recorded within “Additional paid-in-capital” in the condensed consolidated balance sheets.

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 $58.7 million as of the acquisition dates. After the acquisition dates and until the contingencies were resolved, the fair value of contingent consideration payable was adjusted each reporting period based primarily on the expected probability of achievement of the contingency targets which were subject to management’s estimate and the Company’s stock price. These changes in fair value are recognized within “Other, non-operating expenses, net” of the condensed consolidated statements of operations. During the first quarter of 2022, the Company settled contingent consideration of $15.9 million, comprised of 393,778 immediately exercisable penny warrants and 107,832 shares of Bally’s Corporation common stock and $0.1 million in cash. During the second quarter of 2023, the Company settled the remaining contingent consideration of $9.3 million, comprised of 386,926 immediately exercisable penny warrants, 103,656 shares of Bally’s Corporation common stock and a de minimus payment in cash, all in satisfaction of contingencies related to the respective acquisition agreements.

Convertible Loans

The Company has certain agreements with vendors to provide a portfolio of games to its customers. Pursuant to these agreements, the Company has issued loans to its vendors and has an option to convert the loans to shares of the vendors’ equity, exercisable within a specified time period. The Company recorded the short-term portion of the instruments within “Prepaid expenses and other current assets” and the long-term portion of the instruments within “Other assets” at their fair value. The fair value of the loans to vendors with share prices quoted on active markets are classified within Level 1 of the hierarchy and the fair value of the loans to vendors with share values based on unobservable inputs are classified within Level 3 of the hierarchy, both with changes to fair value included within “Other non-operating expenses, net” of the condensed consolidated statements of operations.

27

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Investments in Equity Securities

The Company has a long term investment in an unconsolidated entity which it accounts for under the equity method of accounting. The Company has elected the fair value option allowed by ASC 825, Financial Instruments, with respect to this investment. Under the fair value option, the investment is remeasured at fair value at each reporting period through earnings. The Company measures fair value using quoted prices in active markets that are classified within Level 1 of the hierarchy, with changes to fair value included within “Other non-operating expenses, net” of the condensed consolidated statements of operations.

Investment in GLPI Partnership

The Company holds a limited partnership interest in GLP Capital, L.P., the operating partnership of GLPI. The investment is reported at fair value based on Level 2 inputs, with changes to fair value included within “Other non-operating expenses, net” of the condensed consolidated statements of operations.

Long-Term Debt

The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of the Company’s long-term debt is net of debt issuance costs and debt discounts. Refer to Note 14 “Long-Term Debt” for further information.

	June 30, 2023				December 31, 2022
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility	$	1,877,654	$	1,862,783	$	1,884,082	$	1,872,238
5.625% Senior Notes due 2029	735,457		567,963		734,497		555,000
5.875% Senior Notes due 2031	719,059		543,776		732,976		529,905

12.    ACCRUED LIABILITIES

As of June 30, 2023 and December 31, 2022, accrued liabilities consisted of the following:

(in thousands)	June 30, 2023		December 31, 2022
Gaming liabilities	$	180,499	$	168,386
Bally’s Chicago - land development liability	85,619		—
Compensation	67,034		60,463
Interest payable	33,508		36,173
GLPI advance deposit(1)	—		200,000
Other	100,942		108,909
Total accrued liabilities	$	467,602	$	573,931

__________________________________

(1)    Refer to Note 15 “Leases” for further information.

28

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

13.    RESTRUCTURING EXPENSE

On January 18, 2023, the Company announced a restructuring plan (the “Plan”) of the Interactive business intended to reduce operating costs and continue the Company’s commitment to achieving profitable operations in its North America Interactive segment. The Plan included a reduction of the Company’s current Interactive workforce by up to 15 percent. During the three and six months ended June 30, 2023, the Company incurred restructuring charges of $3.4 million and $20.3 million, respectively, attributable to the workforce reduction representing employee transition costs and severance. These costs are included within “General and administrative” of the condensed consolidated statement of operations.

The restructuring charges by segment are summarized as follows:

(in thousands)	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
North America Interactive	$	1,789	$	7,647
International Interactive	1,595		10,927
Other	56		1,688
Total restructuring charge	$	3,440	$	20,262

The restructuring activity for the six months ended June 30, 2023 is as follows:

(in thousands)	Workforce Reduction
Balance as of December 31, 2022	$	—
Charges	20,262
Payments	(16,703)
Balance as of June 30, 2023	$	3,559

The restructuring liability as of June 30, 2023 is included within “Accrued liabilities” on the condensed consolidated balance sheets.

14.    LONG-TERM DEBT

As of June 30, 2023 and December 31, 2022, long-term debt consisted of the following:

(in thousands)	June 30, 2023		December 31, 2022
Term Loan Facility	$	1,915,825	$	1,925,550
Revolving Credit Facility	15,000		137,000
5.625% Senior Notes due 2029	750,000		750,000
5.875% Senior Notes due 2031	735,000		750,000
Less: Unamortized original issue discount	(25,715)		(27,729)
Less: Unamortized deferred financing fees	(42,940)		(46,266)
Long-term debt, including current portion	3,347,170		3,488,555
Less: Current portion of Term Loan and Revolving Credit Facility	(29,450)		(19,450)
Long-term debt, net of discount and deferred financing fees; excluding current portion	$	3,317,720	$	3,469,105

29

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 “Senior Notes”). The Senior Notes were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and U.S. Bank National Association, as trustee. Certain of the net proceeds from the Senior Notes offering were placed in escrow accounts for use in connection with the Gamesys acquisition. On October 1, 2021, upon the closing of the Gamesys acquisition, the Company assumed the issuer obligation under the Senior Notes. The Senior Notes are guaranteed, jointly and severally, by each of the Company’s restricted subsidiaries that guarantees the Company’s obligations under its Credit Agreement.

The 2029 Notes mature on September 1, 2029 and the 2031 Notes mature on September 1, 2031. Interest is payable on the Senior Notes in cash semi-annually on March 1 and September 1 of each year, beginning on March 1, 2022.

The Company may redeem some or all of the 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 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 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 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.

During the six months ended June 30, 2023, the Company repurchased and retired $15.0 million of the 2031 Notes at a weighted average price of 70.80% of the principal. In connection with the repurchase of these 2031 Notes, the Company recorded a gain on extinguishment of debt of $4.0 million recorded within “Other non-operating income (expense), net” in the condensed consolidated statements of operations.

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

Credit Facility

On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto, providing for senior secured financing of up to $2.565 billion, consisting of a senior secured term loan facility in an aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which will mature in 2026.

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

The credit facilities are guaranteed by the Company’s restricted subsidiaries, subject to certain exceptions, and secured by a first-priority lien on substantially all of the Company’s and each of the guarantors’ assets, subject to certain exceptions.

30

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of June 30, 2023, with the discontinuation of the LIBOR reference rate, borrowings under the credit facilities bear interest at a rate equal to, at the Company’s option, either (1) the term secured overnight financing rate (“SOFR”), adjusted for certain additional costs and subject to a floor of 0.50% in the case of term loans and 0.00% in the case of revolving loans or (2) a base rate determined by reference to the greatest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the one-month SOFR rate plus 1.00%, (d) solely in the case of term loans, 1.50% and (e) solely in the case of revolving loans, 1.00%, in each case of clauses (1) and (2), plus an applicable margin. In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a 0.50% or 0.375% commitment fee in respect of commitments under the Revolving Credit Facility, with the applicable commitment fee determined based on the Company’s total net leverage ratio.

The credit facilities contain covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments and grant liens. These covenants are subject to exceptions and qualifications set forth in the Credit Agreement. The Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment. As of June 30, 2023, the Company’s borrowings under the Revolving Credit Facility did not exceed 30% and therefore, financial covenants did not apply.

15.    LEASES

Operating Leases

The Company is committed under various operating lease agreements for real estate and property used in operations. Certain leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options. Certain of these leases include percentage rent payments based on property revenues and/or rent escalation provisions determined by increases in the consumer price index (“CPI”). These percentage rent and escalation provisions are treated as variable lease payments and recognized as lease expense in the period in which the obligation for those payments are incurred. Discount rates used to determine the present value of the lease payments are based on the Company’s incremental borrowing rate commensurate with the term of the lease.

The Company had total operating lease liabilities of $1.22 billion and $836.1 million as of June 30, 2023 and December 31, 2022, respectively, and right of use assets of $1.19 billion and $808.9 million as of June 30, 2023 and December 31, 2022, respectively, which were included in the condensed consolidated balance sheets.

GLPI Leases

As of June 30, 2023, the Company’s Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties are leased under the terms of a master lease agreement (the “Master Lease”) with GLPI. All GLPI leases are accounted for as operating leases within the provisions of ASC 842 over the lease term or until a re-assessment event occurs. The Master Lease has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $100.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of June 30, 2023.

In connection with the sale of the real estate for Bally’s Quad Cities and Bally’s Black Hawk during the second quarter of 2022, the Company received proceeds of $150.0 million and recognized a gain of $50.8 million. The gains recorded on the transactions represent the difference in the respective transaction prices and the derecognition of assets and are recorded within “General and administrative” in the condensed consolidated statements of operations.

On January 3, 2023, the Company completed a transaction with GLP Capital, L.P., the operating partnership of GLPI, related to the land and real estate assets of Bally’s Tiverton and Hard Rock Biloxi for total consideration of $625.4 million. The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds was used to reduce the Company’s debt. These properties were added to the Master Lease, increasing minimum annual payments by $48.5 million. An advance deposit of $200.0 million was received in the third quarter of 2022 in connection with this agreement, which was recorded within “Accrued liabilities” in the condensed consolidated balance sheets as of December 31, 2022. During the six months ended June 30, 2023, the Company recorded a gain of $374.3 million representing the difference in the transaction price and the de-recognition of assets. This gain is reflected as “Gain on sale-leaseback” in the condensed consolidated statements of operations.

31

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In addition to the properties under the Master Lease explained above, the Company also entered into a lease with GLPI for the land associated with Tropicana Las Vegas, which the Company acquired during the third quarter of 2022. This lease has an initial term of 50 years (with a maximum term of 99 years with renewal options) at annual rent of $10.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of June 30, 2023.

Components of lease expense included within “General and administrative” for operating leases during the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Operating leases:
Operating lease cost	$	36,956	$	17,265	$	73,775	$	32,564
Variable lease cost	2,365		2,001		4,835		3,818
Operating lease expense	39,321		19,266		78,610		36,382
Short-term lease expense	3,785		4,966		6,111		8,703
Total lease expense	$	43,106	$	24,232	$	84,721	$	45,085

Supplemental cash flow and other information related to operating leases for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	$	33,215	$	15,820	$	64,992	$	29,007
Right of use assets obtained in exchange for operating lease liabilities	$	7,094	$	148,759	$	403,659	$	150,122

	June 30, 2023		December 31, 2022
Weighted average remaining lease term	18.0 years		20.7 years
Weighted average discount rate	7.5	%	6.7	%

As of June 30, 2023, future minimum lease payments under noncancelable operating leases are as follows:

(in thousands)	June 30, 2023
Remaining 2023	$	67,306
2024	137,525
2025	142,196
2026	141,949
2027	136,794
Thereafter	1,734,278
Total lease payments	2,360,048
Less: present value discount	(1,136,982)
Lease obligations	$	1,223,066

Future minimum lease payments disclosed in the table above include $87.7 million related to extension options that are reasonably certain of being exercised.

32

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Financing Obligation

Bally’s Chicago Operating Company, LLC., an indirect wholly-owned subsidiary of the Company, entered into a ground lease for the land on which Bally’s Chicago will be built, which is accounted for as a financing obligation in accordance with ASC 470 Debt as the transaction did not qualify as a sale under ASC 842. The lease commenced November 18, 2022 and has a 99-year term followed by ten separate 20-year renewals at the Company’s option.

The Company recorded land within property and equipment, net of $200.0 million with a corresponding long-term financing obligation of $200.0 million on its consolidated balance sheets as of December 31, 2022. All lease payments are recorded as interest expense and there is no reduction to the financing obligation over the lease term. Bally’s Chicago made cash payments, and recorded corresponding interest expense of $4.5 million and $8.7 million during the three and six months ended June 30, 2023, respectively.

Lessor

The Company leases its hotel rooms to patrons and records the corresponding lessor revenue in “Non-gaming revenue” within our condensed consolidated statements of operations. The Company had lessor revenues related to the rental of hotel rooms of $51.4 million and $98.7 million for the three and six months ended June 30, 2023, respectively, and $33.9 million and $60.9 million for the three and six months ended June 30, 2022, respectively. Hotel leasing arrangements vary in duration, but are short-term in nature.

The cost and accumulated depreciation of property and equipment associated with hotel rooms is included in “Property and equipment, net” within our condensed consolidated balance sheets.

16.    EQUITY PLANS

Equity Incentive Plans

The Company has two equity incentive plans: 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 2015 Incentive Plan provided for the grant of stock options, time-based restricted stock units (“RSUs”), restricted stock awards (“RSAs”), performance-based restricted stock units (“PSUs”) and other 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 were 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 six months ended June 30, 2023, the Company granted 1,472,984 restricted awards with an aggregate intrinsic value of $27.5 million under the 2021 Incentive Plan. As of June 30, 2023, 1,322,867 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 1,879,918 restricted awards outstanding as of June 30, 2023.

Share-Based Compensation

The Company recognized total share-based compensation expense of $6.3 million and $12.3 million for the three and six months ended June 30, 2023, respectively, and $6.3 million and $11.4 million for the three and six months ended June 30, 2022, respectively. The total income tax benefit for share-based compensation arrangements was $1.7 million for both the three months ended June 30, 2023 and 2022, and $3.2 million and $2.9 million for the six months ended June 30, 2023 and 2022, respectively.

33

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

17.    STOCKHOLDERS’ EQUITY

Capital Return Program

Total share repurchase activity during the three and six months ended June 30, 2023 and 2022 was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share data)	2023		2022		2023		2022
Number of common shares repurchased	748,502		—		1,774,845		350,616
Total cost	$	10,705	$	—	$	30,458	$	13,288
Average cost per share, including commissions	$	14.30	$	—	$	17.16	$	37.90

Future share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market conditions and other factors. There is no fixed time period to complete share repurchases.

The Company retired 712,122 shares of its common stock held in treasury during the three months ended June 30, 2023. There were no shares retired during the three months ended June 30, 2022. The Company retired 1,738,465 and 1,146,194 shares of its common stock held in treasury during the six months ended June 30, 2023 and 2022, respectively. The shares were returned to the status of authorized but unissued shares. As of June 30, 2023, there were no shares remaining in treasury.

As of June 30, 2023 and December 31, 2022, $164.1 million and $194.6 million, respectively, remained available for use under the above-mentioned capital return program, subject to regulatory and debt agreements limitations.

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.

Changes to Authorized Shares

On May 18, 2021, following receipt of required shareholder approvals, the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 100 million to 200 million, and authorize the issuance of up to 10 million shares of preferred stock. As of June 30, 2023 and December 31, 2022, no shares of preferred stock have been issued.

34

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Shares Outstanding

As of June 30, 2023, the Company had 45,626,013 common shares issued and outstanding. The Company issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of certain performance targets. These incremental shares are summarized below:

Sinclair Penny Warrants (Note 2)	7,911,724
Sinclair Performance Warrants (Note 2)	3,279,337
Sinclair Options(1) (Note 2)	1,639,669
MKF penny warrants (Note 11)	44,128
Telescope contingent shares (Note 11)	8,626
Outstanding awards under Equity Incentive Plans (Note 16)	1,879,918
	14,763,402

__________________________________

(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.

Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive loss by component, net of tax, for the six months ended June 30, 2023 and 2022, respectively:

(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2022	$	(295,984)	$	344	$	(295,640)
Current period other comprehensive income	90,698		—		90,698
Accumulated other comprehensive loss at June 30, 2023	$	(205,286)	$	344	$	(204,942)

(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2021	$	(25,833)	$	(976)	$	(26,809)
Current period other comprehensive loss	(270,355)		—		(270,355)
Accumulated other comprehensive loss at June 30, 2022	$	(296,188)	$	(976)	$	(297,164)

35

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

18.    COMMITMENTS AND CONTINGENCIES

Litigation

The Company is a party to various legal and administrative proceedings which have arisen in the ordinary course of its business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to the Company’s consolidated financial condition and those estimated losses are not expected to have a material impact on results of operations. Although the Company maintains what it believes is adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming and unpredictable.

Although no assurance can be given, the Company does not believe that the final outcome of these matters, including costs to defend itself in such matters, will have a material adverse effect on the company’s consolidated financial statements. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

Capital Expenditure Commitments

Bally’s Atlantic City - As part of the regulatory approval process with the State of New Jersey, the Company committed to spend $100 million in capital expenditures over a five year period to invest in and improve the property. The commitment calls for expenditures of no less than $25 million each in 2021, 2022 and 2023 and $85 million in aggregate for 2021, 2022 and 2023. The remaining $15 million of committed capital must be spent over 2024 and 2025. From 2021 through 2025, no less than $35 million must be invested in the hotel and no less than $65 million must be invested in non-hotel projects.

Bally’s Twin River - Per the terms of the Regulatory Agreement in Rhode Island, the Company is committed to invest $100 million in its Rhode Island properties over the term of the master contract through June 30, 2043, including an expansion and the addition of new amenities at Bally’s Twin River.

Bally’s Chicago - Per the host community agreement the Company is required to spend at least $1.34 billion on the design, construction and equipping of the temporary casino and the permanent resort and casino. The actual cost of the development may exceed this minimum capital investment requirement. In addition, land acquisition costs and financing costs, among other types of costs, are not counted toward meeting this requirement.

City of Chicago Guaranty

In connection with the host community agreement, signed by Bally’s Chicago Operating Company, LLC (the “Developer”), a wholly-owned indirect subsidiary of the Company, the Company provided the City of Chicago with a performance guaranty whereby the Company agreed to have and maintain available financial resources in an amount reasonably sufficient to allow the Developer to complete its obligations under the host community agreement. In addition, upon notice from the City of Chicago that the Developer has failed to perform various obligations under the host community agreement, the Company has indemnified the City of Chicago against any and all liability, claim or reasonable and documented expense the City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations.

Bally’s Chicago Casino Fees

Under the Illinois Gambling Act, the Company will be responsible to pay various gaming license fees to the Illinois Gaming Board in connection with the Company’s casino operations. These fees include: (i) a $250,000 land based gaming fee to operate the casino on land prior to commencing operations, (ii) a $250,000 license fee prior to receiving an owners license and gambling operations commence, (iii) gaming position fees equal to the minimum initial fee of $30,000 per gaming position to be paid within 30 days of issuance of an owners license or Temporary Operating Permit (“TOP”), (iv) a $15 million reconciliation fee upon issuance of a TOP or an owners license, whichever is earlier, and (v) a reconciliation fee payment three years after the date operations commenced (in a temporary or permanent facility) in an amount equal to 75% of the adjusted gross receipt (“AGR”) for the most lucrative 12-month period of operations, minus the amount equal to the initial payment per gaming position paid.

Sponsorship Commitments

As of June 30, 2023, the Company has entered into multiple sponsorship agreements with various professional sports leagues and teams. These agreements commit a total of $106.9 million through 2036 and grant the Company rights to use official league marks for branding and promotions, among other benefits.

36

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

19.    SEGMENT REPORTING

The Company has three operating and reportable segments: Casinos & Resorts, North America Interactive and International Interactive. The “Other” category includes interest expense for the Company and certain unallocated corporate operating expenses and other adjustments, including eliminations of transactions among segments to reconcile to the Company’s consolidated results including, among other expenses, share-based compensation, acquisition and other transaction costs and certain non-recurring charges.

The Company’s three reportable segments as of June 30, 2023 are:

Casinos & Resorts - Includes the Company’s 15 casino and resort properties and one horse race track.

North America Interactive - A portfolio of sports betting, iGaming and free-to-play gaming brands.

International Interactive - Gamesys’ European and Asian operations.

As of June 30, 2023, the Company’s operations were predominately in the US, Europe and Asia with a less substantive footprint in other countries world-wide. For geographical reporting purposes, revenue generated outside of the US has been aggregated into the International Interactive reporting segment, and consists primarily of revenue from the UK and Japan. Revenue generated from the UK and Japan represented approximately 26% and 12% of total revenue, respectively, for the three months ended June 30, 2023, and approximately 25% and 12%, respectively for the three months ended June 30, 2022. Revenue generated from the UK and Japan represented approximately 25% and 12% of total revenue, respectively, for the six months ended June 30, 2023, and approximately 26% and 13%, respectively for the six months ended June 30, 2022. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

The Company utilizes Adjusted EBITDA (defined below) as a measure of its performance. Management believes Adjusted EBITDA is representative of its ongoing business operations including its ability to service debt and to fund capital expenditures, acquisitions and operations, in addition to it being a commonly used measure of performance in the gaming industry and used by industry analysts to evaluate operations and operating performance.

The following table sets forth revenue and Adjusted EBITDA for the Company’s three reportable segments and reconciles Adjusted EBITDA on a consolidated basis to net income (loss). The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements.

37

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Revenue
Casinos & Resorts	$	333,162	$	299,875	$	661,948	$	579,845
North America Interactive	25,270		18,050		49,632		33,277
International Interactive	247,774		234,571		493,346		487,645
Total	$	606,206	$	552,496	$	1,204,926	$	1,100,767
Adjusted EBITDA(1)
Casinos & Resorts	$	79,685	$	88,001	$	153,570	$	161,791
North America Interactive	(17,685)		(20,874)		(28,248)		(40,199)
International Interactive	84,574		82,612		164,875		155,939
Other	(16,536)		(12,710)		(33,804)		(25,802)
Total	130,038		137,029		256,393		251,729
Operating income (expense)
Depreciation and amortization	(79,187)		(74,773)		(153,748)		(153,654)
Transaction costs	(16,434)		(15,520)		(38,452)		(21,543)
Restructuring	(3,440)		—		(20,262)		—
Share-based compensation	(6,290)		(6,322)		(12,330)		(11,417)
Gain on sale-leaseback	135		50,766		374,321		50,766
Impairment charges	(9,653)		—		(9,653)		—
Other	(9,187)		(5,861)		(13,555)		(8,042)
Income from operations	5,982		85,319		382,714		107,839
Other income (expense)
Interest expense, net of interest income	(67,093)		(45,828)		(130,357)		(91,513)
Other	6,811		25,444		9,421		44,923
Total other income (expense), net	(60,282)		(20,384)		(120,936)		(46,590)
(Loss) income before income taxes	(54,300)		64,935		261,778		61,249
Benefit (provision) for income taxes	28,649		(5,434)		(109,093)		141
Net (loss) income	$	(25,651)	$	59,501	$	152,685	$	61,390

__________________________________

(1)    Adjusted EBITDA is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments. Adjusted EBITDA should not be construed as an alternative to GAAP net income, its most directly comparable GAAP measure, nor is it directly comparable to similarly titled measures presented by other companies.

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Capital Expenditures
Casinos & Resorts	$	34,477	$	55,808	$	59,702	$	104,381
North America Interactive	1,032		291		1,558		466
International Interactive	876		5,426		1,657		11,108
Other	39,483		40		56,629		126
Total	$	75,868	$	61,565	$	119,546	$	116,081

38

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources and accordingly, are not presented. As of June 30, 2023, the Company’s long-lived assets located outside of the US, consisting primarily of goodwill and intangible assets, were aggregated into the International Interactive reporting segment as disclosed in Note 10 “Goodwill and Intangible Assets.” Over 97% of property and equipment is located within the US.

20.    EARNINGS (LOSS) PER SHARE

Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which future service is required as a condition to the delivery of the underlying common stock.

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2023		2022		2023		2022
Net (loss) income applicable to common stockholders	$	(25,651)	$	59,501	$	152,685	$	61,390
Weighted average common shares outstanding, basic	53,942		60,506		54,173		60,263
Weighted average effect of dilutive securities	—		35		409		69
Weighted average common shares outstanding, diluted	53,942		60,541		54,582		60,332
Basic earnings per share	$	(0.48)	$	0.98	$	2.82	$	1.02
Diluted earnings per share	$	(0.48)	$	0.98	$	2.80	$	1.02

There were 5,193,897 and 5,429,361 share-based awards that were considered anti-dilutive for the three months ended June 30, 2023 and 2022, respectively, and 5,091,986 and 5,247,131 share-based awards that were considered anti-dilutive for the six months ended June 30, 2023 and 2022, respectively.

On November 18, 2020, the Company issued Penny Warrants, Performance 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 Performance 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 six months ended June 30, 2023 and 2022, 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 Agreement.

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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:

•unexpected costs, difficulties integrating and other events impacting our completed acquisitions and our ability to realize anticipated benefits;

•risks associated with our rapid growth, including those affecting customer and employee retention, integration and controls;

•risks associated with the impact of the digitalization of gaming on our casino operations, our expansion into sports betting and iGaming 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, 2022 as filed with the SEC on March 1, 2023 and other filings with the SEC.

The foregoing list of important factors is not exclusive and does not include matters like changes in general economic conditions that affect substantially all gaming businesses.

You should not place undue reliance on our forward-looking statements.

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Overview

We are a global gaming, hospitality and entertainment company with a portfolio of casinos and resorts and online gaming businesses. We provide our customers with physical and interactive entertainment and gaming experiences, including traditional casino offerings, iCasino, online bingo, sportsbook and free-to-play (“F2P”) games.

As of June 30, 2023, we own and manage 15 land-based casinos and one horse racetrack in ten states across the United States (“US”) operating under the Bally’s brand. Our land-based casino operations include approximately 14,700 slot machines, 500 table games and 5,300 hotel rooms, along with various restaurants, entertainment venues and other amenities. In 2021, we acquired London-based Gamesys Group Ltd. (“Gamesys”) to expand our geographical and product footprints to include an iGaming business with well-known brands providing iCasino and online bingo experiences to our global online customer base with concentrations in Europe and Asia and a growing presence in North America. Our revenues are primarily generated by these gaming and entertainment offerings. We own and operate our proprietary software and technology stack, which is designed to allow us to provide consumers differentiated offerings and exclusive content.

Our Strategy and Business Developments

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 represents a significant strategic opportunity for the future growth of Bally’s and we will continue to actively focus resources in markets that we believe will regulate iGaming. We seek to increase revenues at our casinos and resorts through enhancing the guest experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive surroundings with high-quality guest service. We believe that our recent acquisitions have expanded and diversified us from financial and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns, idiosyncratic regulatory changes and increases in regional competition.

We continue to make progress on the integration of our acquired assets and deploying capital on our strategic growth projects. These steps have positioned us as a prominent, full-service, vertically integrated iGaming company, with physical casinos and online gaming solutions united under a single, leading brand.

On June 22, 2023, the Governor of Rhode Island signed into law a bill authorizing Bally’s to be the exclusive provider of iGaming to Rhode Island customers for 20 years. The Company is expected to start offering iGaming services when the bill takes effect as of March 1, 2024.

Operating Structure

Our business is organized into three reportable segments: (i) Casinos & Resorts, (ii) North America Interactive, and (iii) International Interactive.

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Casinos & Resorts - includes our 15 land-based casino properties and one horse racetrack:

Property Name	Location
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)	Atlantic City, New Jersey
Bally’s Black Hawk(1)	Black Hawk, Colorado
Bally’s Dover Casino Resort (“Bally’s Dover”)	Dover, Delaware
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)	Evansville, Indiana
Bally’s Kansas City Casino (“Bally’s Kansas City”)	Kansas City, Missouri
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)	Lake Tahoe, Nevada
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)	Rock Island, Illinois
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)	Shreveport, Louisiana
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)	Tiverton, Rhode Island
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)	Lincoln, Rhode Island
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)	Vicksburg, Mississippi
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)	Biloxi, Mississippi
Tropicana Las Vegas Casino and Resort (“Tropicana Las Vegas”)	Las Vegas, Nevada
Bally’s Arapahoe Park	Aurora, Colorado

__________________________________

(1)    Consists of three casino properties: Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.

North America Interactive - includes the following North America businesses:

•Bally’s Interactive, primarily a business-to-consumer (“B2C”) online iCasino operator; and

•Consumer facing service and marketing engines, including SportCaller, a B2B and F2P game provider for sports betting companies; Live at the Bike, an online subscription streaming service featuring livestream and on-demand poker videos and podcasts; and the Association of Volleyball Professionals (“AVP”), a professional beach volleyball organization and host of the longest-running domestic beach volleyball tour.

The North America Interactive reportable segment also includes the North American operations of Gamesys, a B2C iCasino operator.

International Interactive - includes Gamesys.

Refer to Note 19 “Segment Reporting” to our condensed consolidated financial statements for additional information on our segment reporting structure.

Rhode Island Regulatory Agreement

On February 17, 2022, certain of our subsidiaries, the Rhode Island Department of Business Regulation (“DBR”) and the Division of Lotteries (“DoL”) of the Rhode Island Department of Revenue amended and restated our Regulatory Agreement (the “Regulatory Agreement”). The Regulatory Agreement contains financial and other covenants that, among other things, (i) restrict the acquisition of stock and other financial interests in us, (ii) relate to the licensing and composition of members of our management and Board of Directors (the “Board”), (iii) prohibit certain competitive activities and related-party transactions and (iv) restrict our ability to declare or make restricted payments (including dividends), incur additional indebtedness or take certain other actions, if our leverage ratio exceeds 5.50 to 1.00 (in general being gross debt divided by Adjusted EBITDA, each as defined in the Regulatory Agreement).

The Regulatory Agreement also provides affirmative obligations, including setting a minimum number of employees that we must employ in Rhode Island and providing the DBR and DoL with periodic information updates about us. Among other things, the Regulatory Agreement prohibits us and our subsidiaries from owning, operating, managing or providing gaming specific goods and services to any properties in Rhode Island (other than Bally’s Twin River and Bally’s Tiverton), Massachusetts, Connecticut or New Hampshire. A failure to comply with the Regulatory Agreement could subject us to injunctive or monetary relief, payments to the Rhode Island regulatory agencies and ultimately the revocation or suspension of our licenses to operate in Rhode Island.

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In addition, our master contracts with Rhode Island were extended through June 30, 2043, and allow for consolidation of promotional points between Bally’s Twin River and Bally’s Tiverton, obligate Bally’s Twin River to build a 50,000 square foot expansion, obligate Bally’s to lease at least 20,000 square feet of commercial space in Providence, and commit us to invest $100 million in Rhode Island over this extended term, including an expansion and the addition of new amenities at Bally’s Twin River. The June 2021 legislation authorized Bally’s Twin River to become a licensed technology provider, which it did on July 1, 2021. As a licensed Technology Provider, Bally’s Twin River was entitled to an additional share of net terminal income on Video Lottery Terminals (“VLTs”) which they owned or leased. This June 2021 legislation also authorized a joint venture between Bally’s and 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 20.5-year period starting January 1, 2023. The joint venture was organized as the Rhode Island VLT Company, LLC, with IGT owning 60% of the membership interests and Bally’s or its affiliates owning 40% of the membership interests. On December 30, 2022 Bally’s Twin River and Bally’s Tiverton purchased additional machines directly from IGT to effectively own 40% of the machines. On January 1, 2023 Bally’s Twin River and Bally’s Tiverton contributed all of their machines to Rhode Island VLT Company, LLC in return for an aggregate 40% membership interest, and IGT contributed all of their machines at Bally’s Twin River and Bally’s Tiverton to the Rhode Island VLT Company, LLC in return for a 60% membership interest.

Macroeconomic and Other Factors

Our business is subject to risks caused by global economic challenges, including those caused by the COVID-19 pandemic, the impact of the war in Ukraine, rising inflation, rising interest rates and supply-chain disruptions, that can cause economic uncertainty and volatility. These challenges can negatively impact discretionary consumer spending and could result in a reduction in visitors to our properties, including those that stay in our hotels, or discretionary spending by our customers on entertainment and leisure activities. In addition, inflation generally affects our business by increasing our cost of labor. In periods of sustained inflation, it may be difficult to effectively control such increases to our costs and retain key personnel.

Key Performance Indicators

The key performance indicator used in managing our business is Adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA is defined as earnings for the Company, or where noted its reporting segments, before, in each case, interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating income, acquisition and other transaction related costs, share-based compensation and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments.

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 more fulsome 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.

Adjusted EBITDAR is used outside of our financial statements solely as a valuation metric. Adjusted EBITDAR is defined as Adjusted EBITDA for our Casinos & Resorts segment plus rent expense associated with triple net operating leases. Adjusted EBITDAR is an additional metric used by analysts in valuing gaming companies subject to triple net leases since it eliminates the effects of variability in leasing methods and capital structures. This metric is included as supplemental disclosure because (i) we believe Adjusted EBITDAR is used by gaming operator analysts and investors to determine the equity value of gaming operators and (ii) financial analysts refer to Adjusted EBITDAR when valuing our business. We believe Adjusted EBITDAR is useful for equity valuation purposes because (i) its calculation isolates the effects of financing real estate, and (ii) using a multiple of Adjusted EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising from operating leases related to real estate.

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Adjusted EBITDA and Adjusted EBITDAR should not be construed as an alternative to net income, the most directly comparable GAAP measure, as an indicator of our performance. In addition, Adjusted EBITDA and Adjusted EBITDAR as used by us may not be defined in the same manner as other companies in our industry, and, as a result, may not be comparable to similarly titled non-GAAP financial measures of other companies. Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income, because it excludes the rent expense associated with our triple net operating leases with GLPI and the lease for real estate and land underlying the operations of the Bally’s Lake Tahoe property.

Beginning in the third quarter ended September 30, 2022, we revised our calculation of Adjusted EBITDA to exclude adjustments for launch costs and preopening expenses. The tables below within “Adjusted EBITDA and Adjusted EBITDAR by Segment” have been revised to reflect this new presentation for applicable periods.

Second Quarter 2023 and First Six Months 2023 Results

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

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2023		2022		2023		2022
Total revenue	$	606.2	$	552.5	$	1,204.9	$	1,100.8
Income from operations	6.0		85.3		382.7		107.8
Net (loss) income	(25.7)		59.5		152.7		61.4

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Total revenue	100.0	%	100.0	%	100.0	%	100.0	%
Gaming and non-gaming expenses	44.7	%	45.3	%	44.9	%	46.4	%
General and administrative	41.2	%	34.9	%	41.6	%	34.5	%
Gain from sale-leaseback, net	—	%	(9.2)	%	(31.1)	%	(4.6)	%
Depreciation and amortization	13.1	%	13.5	%	12.8	%	14.0	%
Total operating costs and expenses	99.0	%	84.6	%	68.2	%	90.2	%
Income from operations	1.0	%	15.4	%	31.8	%	9.8	%
Other income (expense)
Interest expense, net	(11.1)	%	(8.3)	%	(10.8)	%	(8.3)	%
Other non-operating income, net	1.1	%	4.6	%	0.8	%	4.1	%
Total other income (expense), net	(9.9)	%	(3.7)	%	(10.0)	%	(4.2)	%
Income (loss) before income taxes	(9.0)	%	11.8	%	21.7	%	5.6	%
Provision (benefit) for income taxes	(4.7)	%	1.0	%	9.1	%	0.0	%
Net (loss) income	(4.2)	%	10.8	%	12.7	%	5.6	%

__________________________________

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 six months ended June 30, 2023 and 2022.

	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands, except percentages)	2023			2022			$ Change		2023			2022			$ Change
Revenue:
Gaming
Casinos & Resorts	$	231,018		$	225,716		$	5,302	$	464,125		$	443,521		$	20,604
North America Interactive	19,111			7,868			11,243		35,718			14,513			21,205
International Interactive	243,167			221,504			21,663		480,348			460,756			19,592
Total Gaming revenue	493,296			455,088			38,208		980,191			918,790			61,401
Non-gaming
Casinos & Resorts	102,144			74,159			27,985		197,823			136,324			61,499
North America Interactive	6,159			10,182			(4,023)		13,914			18,764			(4,850)
International Interactive	4,607			13,067			(8,460)		12,998			26,889			(13,891)
Total Non-gaming revenue	112,910			97,408			15,502		224,735			181,977			42,758
Total revenue	$	606,206		$	552,496		$	53,710	$	1,204,926		$	1,100,767		$	104,159
Operating costs and expenses:
Gaming
Casinos & Resorts	$	79,927		$	78,714		$	1,213	$	162,350		$	155,095		$	7,255
North America Interactive	20,463			14,472			5,991		37,772			21,801			15,971
International Interactive	118,549			110,865			7,684		236,478			246,367			(9,889)
Total Gaming expenses	218,939			204,051			14,888		436,600			423,263			13,337
Non-gaming
Casinos & Resorts	47,266			34,615			12,651		92,545			64,663			27,882
North America Interactive	2,960			3,028			(68)		5,165			4,346			819
International Interactive	2,050			8,741			(6,691)		6,910			18,012			(11,102)
Total Non-gaming expenses	52,276			46,384			5,892		104,620			87,021			17,599
General and administrative
Casinos & Resorts	129,883			104,143			25,740		258,000			203,730			54,270
North America Interactive	35,467			24,798			10,669		60,397			51,842			8,555
International Interactive	48,470			33,237			15,233		106,397			68,552			37,845
Other	36,137			30,557			5,580		76,771			55,632			21,139
Total General and administrative	$	249,957		$	192,735		$	57,222	$	501,565		$	379,756		$	121,809
Margins:
Gaming expenses as a percentage of Gaming revenue	44		%	45		%			45		%	46		%
Non-gaming expenses as a percentage of Non-gaming revenue	46		%	48		%			47		%	48		%
General and administrative as a percentage of Total revenue	41		%	35		%			42		%	34		%

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Three and Six Months Ended June 30, 2023 Compared to Three and Six Months Ended June 30, 2022

Total Revenue

Total revenue for the three and six months ended June 30, 2023 and 2022 consisted of the following (in thousands):

	Three Months Ended June 30,								Six Months Ended June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Gaming	$	493,296	$	455,088	$	38,208	8.4	%	$	980,191	$	918,790	$	61,401	6.7	%
Hotel	51,391		33,929		17,462		51.5	%	98,723		60,864		37,859		62.2	%
Food and beverage	35,224		27,435		7,789		28.4	%	68,832		51,423		17,409		33.9	%
Retail, entertainment and other	26,295		36,044		(9,749)		(27.0)	%	57,180		69,690		(12,510)		(18.0)	%
Total revenue	$	606,206	$	552,496	$	53,710	9.7	%	$	1,204,926	$	1,100,767	$	104,159	9.5	%

Revenue for the three months ended June 30, 2023 increased $53.7 million, to $606.2 million, from $552.5 million in the same period last year. Revenue for the six months ended June 30, 2023 increased $104.2 million, to $1.20 billion, from $1.10 billion in the same period last year. We saw gaming, hotel, and food and beverage increase, through organic growth at several of our casino properties. Additionally, we saw incremental revenue from our recent acquisitions of Tropicana Las Vegas and Casino Secret (collectively “Recent Acquisitions”) of $35.3 million and $70.5 million for the three and six months ended June 30, 2023, respectively.

Gaming and Non-gaming Expenses

Gaming expenses for the three months ended June 30, 2023 increased $14.9 million to $218.9 million from $204.1 million in the prior year comparable period and increased $13.3 million to $436.6 million for the six months ended June 30, 2023 from the prior year comparable period. These increases were primarily attributable to the inclusion of expenses from our Recent Acquisitions which contributed, in the aggregate, $8.7 million and $17.5 million, during the three and six months ended June 30, 2023, respectively.

Non-gaming expenses for the three months ended June 30, 2023 increased $5.9 million from $46.4 million in the same period last year and for the six months ended June 30, 2023 increased $17.6 million from $87.0 million compared to the same period last year. These increases were primarily attributable to the addition of our Tropicana Las Vegas casino property, which contributed incremental non-gaming expenses of $11.0 million and $21.7 million, during the three and six months ended June 30, 2023, respectively.

General and Administrative

General and administrative expenses for the three months ended June 30, 2023 increased $57.2 million to $250.0 million from $192.7 million in the same period last year. General and administrative expenses for the six months ended June 30, 2023 increased $121.8 million from $379.8 million in the same period last year. These increases were primarily attributable to higher operating lease expenses, restructuring charges related to the Interactive business workforce reduction in the current year, increased acquisition and transaction related costs, impairment charges related to the assets held for sale, and general and administrative expenses attributable to our Recent Acquisitions.

Depreciation and Amortization

Depreciation and amortization for the three months ended June 30, 2023 was $79.2 million, an increase of $4.4 million, and $153.7 million for the six months ended June 30, 2023, an increase of $0.1 million, each compared to the same period last year. These increases were mainly attributable to the inclusion of expenses from our Recent Acquisitions.

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Income From Operations

Income from operations was $6.0 million for the three months ended June 30, 2023, compared to $85.3 million in the comparable period in 2022. Income from operations was $382.7 million for the six months ended June 30, 2023, compared to $107.8 million in the corresponding period in 2022. These changes year-over-year were driven by a gain on sale-leaseback recorded during the current year related to our Hard Rock Biloxi and Bally’s Tiverton properties, organic revenue growth, benefits from our Recent Acquisitions, and offset by increased general and administrative expenses and impairment charges on assets held for sale.

Other Income (Expense)

Total other expense increased $39.9 million to $60.3 million for the three months ended June 30, 2023 and $74.3 million to $120.9 million for the six months ended June 30, 2023, each compared to the same periods last year. These increases in other expenses were primarily attributable to increased interest expense on our borrowings year-over-year and a decrease in gains on our naming rights liability for performance warrants associated with our contracts with Sinclair.

Provision (Benefit) for Income Taxes

Benefit for income taxes for the three months ended June 30, 2023 was $28.6 million compared to a provision of $5.4 million for the three months ended June 30, 2022. The effective tax rate for the quarter was 52.8% compared to 8.4% for the three months ended June 30, 2022. The provision for income taxes for the six months ended June 30, 2023 was $109.1 million compared to a benefit for income taxes of $0.1 million for the six months ended June 30, 2022. The effective tax rate for the six months ended June 30, 2023 was 41.7% compared to (0.2)% for the six months ended June 30, 2022. The 2023 year to date effective tax rate was higher than the US federal statutory tax rate of 21%, largely due to an increase in the valuation allowance and a tax liability for a discrete item related to the deferred gain on sale leaseback transactions in Mississippi and Rhode Island.

On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development Pillar Two Framework that was supported by over 130 countries worldwide. The EU effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are also implementing similar legislation. The Company is currently in the process of evaluating the impact of this on its consolidated financial statements.

Net Income (Loss) and Earnings (Loss) Per Share

Net loss for the three months ended June 30, 2023 was $25.7 million, or ($0.48) per diluted share, compared to net income of $59.5 million, or $0.98 per diluted share, in the same period last year.

Net income for the six months ended June 30, 2023 was $152.7 million, an increase of $91.3 million, or 148.7%, from $61.4 million, or $1.02 per diluted share, in the same period last year.

Adjusted EBITDA and Adjusted EBITDAR by Segment

Consolidated Adjusted EBITDA was $130.0 million for the three months ended June 30, 2023, a decrease of $7.0 million, or 5.1%, from $137.0 million in the same period last year. Consolidated Adjusted EBITDA was $256.4 million for the six months ended June 30, 2023, an increase of $4.7 million, or 1.9%, from $251.7 million in the same period last year.

Adjusted EBITDA for the Casinos & Resorts segment for the three months ended June 30, 2023 decreased $8.3 million to $79.7 million and decreased $8.2 million to $153.6 million for the six months ended June 30, 2023, each compared to the same prior year period. Casinos & Resorts Adjusted EBITDAR was $111.0 million and $216.1 million for the three and six months ended June 30, 2023, respectively, which further adjusts Adjusted EBITDA for rent expense associated with our operating leases, as defined below. The decrease in adjusted EBITDA is a result of higher rent expenses due to the sale leaseback of the Company’s Biloxi and Tiverton properties, partially offset by organic growth.

Adjusted EBITDA for the International Interactive segment for the three months ended June 30, 2023 increased $2.0 million, or 2.4%, to $84.6 million and increased $8.9 million, or 5.7%, to $164.9 million for the six months ended June 30, 2023, each compared to the same prior year period. These increases were mainly due to stronger performance in the United Kingdom during the current year.

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Adjusted EBITDA loss for the North America Interactive segment for the three and six months ended June 30, 2023 was $(17.7) million and $(28.2) million, respectively, compared to adjusted EBITDA losses of $(20.9) million and $(40.2) million for the three and six months ended June 30, 2022, respectively. These reductions in adjusted EBITDA losses are largely driven by stronger performance in New Jersey, coupled with cost-savings in connection with the execution of the restructuring plan of our interactive business.

The following tables reconcile Adjusted EBITDA and Casinos & Resorts Adjusted EBITDAR, non-GAAP measures, to net income, as derived from our financial statements (in thousands):

Three Months Ended June 30, 2023 (in thousands)	Casinos & Resorts		International Interactive		North America Interactive		Other		Total
Net income (loss)	$	26,733	$	35,497	$	(35,455)	$	(52,426)	$	(25,651)
Interest expense, net of interest income	6		(343)		1		67,429		67,093
Provision (benefit) for income taxes	10,779		483		(11,085)		(28,826)		(28,649)
Depreciation and amortization	17,448		44,391		9,517		7,831		79,187
Non-operating (income) expense (1)	1,001		(1,008)		1,554		(6,942)		(5,395)
Foreign exchange (gain) loss	(1)		(315)		1,580		375		1,639
Transaction costs(2)	—		3,405		150		12,879		16,434
Restructuring charges(3)	—		1,595		1,789		56		3,440
Decommissioning costs(4)	—		927		1,416		—		2,343
Share-based compensation	—		—		—		6,290		6,290
Gain on sale-leaseback, net	(135)		—		—		—		(135)
Planned business divestiture(5)	—		—		190		—		190
Impairment charges	—		—		9,653		—		9,653
Other, net(6)	544		(58)		2,737		376		3,599
Allocation of corporate costs	23,310		—		268		(23,578)		—
Adjusted EBITDA	$	79,685	$	84,574	$	(17,685)	$	(16,536)	$	130,038
Rent expense associated with triple net operating leases(7)	31,320
Adjusted EBITDAR	$	111,005

__________________________________

(1)    Non-operating (income) expense includes: (i) change in value of naming rights liabilities, (ii) non-operating items of equity method investments including our share of net income or loss on an investment and depreciation expense related to our Rhode Island joint venture, and (iii) other (income) expense, net.

(2)    Includes financing costs incurred in connection with the Hard Rock Biloxi and Tiverton sale lease-back transactions, and acquisition, integration and other transaction related costs.

(3)    Restructuring costs related to the Interactive business workforce reduction, as described in Note 13.

(4)    Costs related to the decommissioning of the Company's sports betting platform in favor of outsourcing the platform solution to third parties.

(5)    Losses related to a North America Interactive business that Bally’s is marketing as held-for-sale as of June 30, 2023.

(6)    Other includes the following items: (i) non-routine legal expenses and settlement charges for matters outside the normal course of business, (ii) demolition costs related to a failed parking garage structure at our Bally’s Atlantic City property, and (iii) other individually de minimis expenses.

(7)    Consists of the operating lease components contained within our triple net master lease dated June 4, 2021 with GLPI for the real estate assets used in the operation of Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Hard Rock Biloxi and Bally’s Tiverton, the individual triple net lease with GLPI for the land underlying the operations of Tropicana Las Vegas, and the triple net lease assumed in connection with the acquisition of Bally’s Lake Tahoe for real estate and land underlying the operations of the Bally’s Lake Tahoe facility.

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Three Months Ended June 30, 2022 (in thousands)	Casinos & Resorts		International Interactive		North America Interactive		Other		Total
Net income (loss)	$	70,775	$	42,504	$	(24,766)	$	(29,012)	$	59,501
Interest expense, net of interest income	(10)		(130)		(1)		45,969		45,828
Provision (benefit) for income taxes	27,229		(5,399)		(5,758)		(10,638)		5,434
Depreciation and amortization	14,757		44,311		7,273		8,432		74,773
Non-operating (income) expense(1)	—		698		7		(24,336)		(23,631)
Foreign exchange loss	—		(263)		(1,548)		(2)		(1,813)
Transaction costs(2)	3,018		884		487		11,131		15,520
Share-based compensation	—		—		—		6,322		6,322
Gain on sale-leaseback	(50,766)		—		—		—		(50,766)
Other, net(3)	2,580		—		2,887		394		5,861
Allocation of corporate costs	20,418		7		545		(20,970)		—
Adjusted EBITDA	$	88,001	$	82,612	$	(20,874)	$	(12,710)	$	137,029

__________________________________

(1)    Non-operating (income) expense includes: (i) change in value of naming rights liabilities, (ii) adjustment on bargain purchases and, (iii) other (income) expense, net.

(2)    Includes acquisition costs, integration costs related to our Interactive business and financing related expenses, including costs incurred to address the Standard General takeover bid, the tender offer process and rent expense related to Bally's Black Hawk and Quad Cities properties as the Company entered into sale lease-back transactions associated with these properties to finance the Tropicana Las Vegas property acquisition.

(3)    Other includes the following non-recurring items: (i) non-routine legal expenses, net of recoveries for matters outside the normal course of business, (ii) other individually de minimis expenses.

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Six Months Ended June 30, 2023 (in thousands)	Casinos & Resorts		International Interactive		North America Interactive		Other		Total
Net income (loss)	$	359,618	$	51,077	$	(52,989)	$	(205,021)	$	152,685
Interest expense, net of interest income	13		(529)		—		130,873		130,357
Provision (benefit) for income taxes	85,753		825		(18,727)		41,242		109,093
Depreciation and amortization	34,638		90,453		12,992		15,665		153,748
Non-operating (income) expense(1)	1,962		(805)		769		(11,178)		(9,252)
Foreign exchange (gain) loss	(3)		2,540		3,646		(236)		5,947
Transaction costs(2)	—		8,914		1,383		28,155		38,452
Restructuring charges(3)	—		10,927		7,647		1,688		20,262
Decommissioning costs(4)	—		927		1,416		—		2,343
Share-based compensation	—		—		—		12,330		12,330
Gain on sale-leaseback, net	(374,321)		—		—		—		(374,321)
Planned business divestiture(5)	—		—		2,054		—		2,054
Impairment charges	—		—		9,653		—		9,653
Other, net(6)	(1,599)		546		3,301		794		3,042
Allocation of corporate costs	47,509		—		607		(48,116)		—
Adjusted EBITDA	$	153,570	$	164,875	$	(28,248)	$	(33,804)	$	256,393
Rent expense associated with triple net operating leases(7)	62,558
Adjusted EBITDAR	$	216,128

__________________________________

(1)    Non-operating (income) expense includes: (i) change in value of naming rights liabilities, (ii) gain on extinguishment of debt, (iii) non-operating items of equity method investments including our share of net income or loss on an investment and depreciation expense related to our Rhode Island joint venture, and (iv) other (income) expense, net.

(2)    Includes financing costs incurred in connection with the Hard Rock Biloxi and Tiverton sale lease-back transactions and acquisition, integration and other transaction related costs.

(3)    Restructuring costs related to the Interactive business workforce reduction, as described in Note 13.

(4)    Costs related to the decommissioning of the Company's sports betting platform in favor of outsourcing the platform solution to third parties.

(5)    Losses related to a North America Interactive business that Bally’s is marketing as held-for-sale as of June 30, 2023.

(6)    Other includes the following items: (i) non-routine legal expenses and settlement charges for matters outside the normal course of business, (ii) demolition costs related to a failed parking garage structure at our Bally’s Atlantic City property, and (iii) other individually de minimis expenses.

(7)    Consists of the operating lease components contained within our triple net master lease dated June 4, 2021 with GLPI for the real estate assets used in the operation of Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Hard Rock Biloxi and Bally’s Tiverton, the individual triple net lease with GLPI for the land underlying the operations of Tropicana Las Vegas, and the triple net lease assumed in connection with the acquisition of Bally’s Lake Tahoe for real estate and land underlying the operations of the Bally’s Lake Tahoe facility.

Six Months Ended June 30, 2022 (in thousands)	Casinos & Resorts		International Interactive		North America Interactive		Other		Total
Net income (loss)	$	98,798	$	71,312	$	(50,139)	$	(58,581)	$	61,390
Interest expense, net of interest income	(6)		36		(3)		91,486		91,513
Provision (benefit) for income taxes	36,457		(8,566)		(8,642)		(19,390)		(141)
Depreciation and amortization	30,110		90,375		16,247		16,922		153,654
Non-operating (income) expense(1)	—		393		7		(43,328)		(42,928)
Foreign exchange (gain) loss	—		1,157		(3,143)		(9)		(1,995)
Transaction costs(2)	3,018		1,225		776		16,524		21,543
Share-based compensation	—		—		—		11,417		11,417
Gain on sale-leaseback, net	(50,766)		—		—		—		(50,766)
Other, net(3)	2,416		—		3,737		1,889		8,042
Allocation of corporate costs	41,764		7		961		(42,732)		—
Adjusted EBITDA	$	161,791	$	155,939	$	(40,199)	$	(25,802)	$	251,729

__________________________________

(1)    Non-operating (income) expense includes: (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.

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(2)    Includes acquisition costs, integration costs related to our Interactive business and financing related expenses, including costs incurred to address the Standard General takeover bid, the tender offer process and rent expense related to Bally's Black Hawk and Quad Cities properties as the Company entered into sale lease-back transactions associated with these properties to finance the Tropicana Las Vegas property acquisition.

(3)    Other includes the following items: (i) non-routine legal expenses, net of recoveries for matters outside the normal course of business, (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, and (iv) other individually de minimis expenses.

Critical Accounting Estimates

There were no material changes in critical accounting estimates during the period covered by this Quarterly Report on Form 10-Q. Refer to Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a complete list of our Critical Accounting Estimates.

Recent Accounting Pronouncements

Refer to Note 4 “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

Overview

We are a holding company. Our ability to fund our obligations depends on existing cash on hand, cash flow from our subsidiaries and our ability to raise capital. Our primary sources of liquidity and capital resources have been cash on hand, cash flow from operations, borrowings under our Revolving Credit Facility (as defined herein) and proceeds from the issuance of debt and equity securities. We assess liquidity in terms of the ability to generate cash or obtain financing in order to fund operating, investing and debt service requirements. Our primary ongoing cash requirements include the funding of operations, capital expenditures, acquisitions and other investments in line with our business strategy and debt repayment obligations and interest payments. Our strategy has been to maintain moderate leverage and substantial capital resources in order to take advantage of opportunities, to invest in our businesses and acquire properties at what we believe to be attractive valuations. As such, we have continued to invest in our land-based casino business and build on our interactive/iGaming gaming business. We believe that existing cash balances, operating cash flows and availability under our Revolving Credit Facility, as explained below, will be sufficient to meet funding needs for operating, capital expenditure and debt service purposes.

Cash Flows Summary

	Six Months Ended June 30,
(in thousands)	2023		2022
Net cash provided by operating activities	$	64,050	$	164,544
Net cash provided by (used in) investing activities	223,976		(55,834)
Net cash used in financing activities	(174,519)		(140,790)
Effect of foreign currency on cash and cash equivalents	(4,195)		(11,404)
Change in cash and cash equivalents and restricted cash held for sale	(1,648)		—
Net change in cash and cash equivalents and restricted cash	107,664		(43,484)
Cash and cash equivalents and restricted cash, beginning of period	265,184		274,840
Cash and cash equivalents and restricted cash, end of period	$	372,848	$	231,356

Operating Activities

Net cash provided by operating activities for the six months ended June 30, 2023 was $64.1 million, compared to net cash provided by operating activities of $164.5 million for the six months ended June 30, 2022. The increase in cash used in operating activities was primarily driven by the $323.6 million increase in gain on sale-leaseback, coupled with negative changes in working capital, offset by an increase in net income of $91.3 million from the prior year.

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Investing Activities

Net cash provided by investing activities for the six months ended June 30, 2023 was $224.0 million, an increase of $279.8 million compared to net cash used in investing activities of $55.8 million for the six months ended June 30, 2022. The increase in cash provided by investing activities was driven by proceeds from sale-leaseback transactions year-over-year.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2023 was $174.5 million compared to net cash used in financing activities of $140.8 million for the six months ended June 30, 2022. This increase was mainly attributable to a decrease in the issuance of long-term debt compared to prior year, coupled with the increase in stock repurchases, and partially offset by the decrease in repayments of long-term debt year-over-year.

Capital Return Program

During the six months ended June 30, 2023, we repurchased 1,774,845 common shares for an aggregate price of $30.5 million under our previously announced capital return program. As of June 30, 2023, there was $164.1 million available for use under the capital return program, subject to limitations in our regulatory and debt agreements.

We did not pay cash dividends during the six months ended June 30, 2023 or 2022, nor do we currently intend to pay any dividends on our common stock in the foreseeable future. Any future determinations relating to our dividend policies will be made at the discretion of our Board and will depend on conditions then existing, including our financial condition, results of operations, contractual restrictions, capital and regulatory requirements and other factors our Board may deem relevant.

Debt and Lease Obligations

Senior Notes

On August 20, 2021, we issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 and $750.0 million aggregate principal amount of 5.875% Senior Notes due 2031 (together, the “Senior Notes”).

During the six months ended June 30, 2023, the Company repurchased and retired $15.0 million of the Senior Notes due 2031 at a weighted average price of 70.80% of the principal. In connection with the repurchase of these Senior Notes due 2031, the Company recorded a gain on extinguishment of debt of $4.0 million.

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

Credit Facility

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

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

The credit facilities contain covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments, and grant liens. These covenants are subject to exceptions and qualifications set forth in the Credit Agreement. The Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment.

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Refer to Note 14 “Long-Term Debt” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

Operating Leases

The Company is committed under various operating lease agreements for real estate and property used in operations. Minimum rent payable under operating leases was $2.36 billion as of June 30, 2023. Refer to Note 15 “Leases” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

GLPI Leases

As of June 30, 2023, the Company’s Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties were leased under the terms of a master lease agreement (the “Master Lease”) with GLPI. The Master Lease has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $100.5 million, subject to a minimum 1% annual escalation or greater escalation dependent on CPI.

The Company’s Bally’s Tiverton and Hard Rock Biloxi properties were added to the master lease on January 3, 2023, as a result of a transaction with GLP Capital, L.P., the operating partnership of GLPI, related to the land and real estate assets for a total consideration of $625.4 million. The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds were used to reduce the Company’s debt. These properties increased the minimum annual payments of the Master Lease by $48.5 million.

In addition to the properties under the Master Lease, the Company leases the non-land assets of Tropicana Las Vegas, which the Company acquired during the fourth quarter of 2022, from GLPI. This lease has an initial term of 50 years (with a maximum term of 99 years with renewal options) at annual rent of $10.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI.

Financing Obligation

Bally’s Chicago Operating Company, LLC, an indirect wholly-owned subsidiary of the Company, leases the land on which Bally’s Chicago will be built. The lease commenced November 18, 2022 and has a 99-year term followed by ten separate 20-year renewals at the Company’s option. As of June 30, 2023, the Company has recorded this lease as a corresponding long-term financing obligation of $200.0 million.

Capital Expenditures

Capital expenditures are accounted for as either project, maintenance or capitalized software expenditures. Project capital expenditures are for fixed asset additions that expand an existing facility or create a new facility. Maintenance capital expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost effective to repair, along with spending on other small projects that do not fit into the project category. Capitalized software expenditures relate to the creation, production and preparation of software for use in our online gaming operations.

For the six months ended June 30, 2023, capital expenditures were $119.5 million compared to $116.1 million in the same period last year. In the first half of 2023, we continued our spending on maintenance and planned projects at our casino properties, making significant progress on our Bally’s Twin River and Bally’s Atlantic City properties. Our 2023 capital expenditures are expected to continue to be less than those of 2022 as we focus on generating cash flows to invest in long-term growth opportunities for the entire Bally’s portfolio.

Bally’s Twin River - In connection with our partnership with IGT, we have committed to invest $100 million in Bally’s Twin River over the term of our master contract, ending in 2043, with Rhode Island to expand the property and add additional amenities along with other capital improvements. As a major component of this, we have constructed and opened a 14,000 square foot Korean-style spa, and a 40,000 square foot casino expansion, for a combined investment of $60 million. The spa opened in January 2023 and the expanded casino opened in April 2023.

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Bally’s Atlantic City - Construction on our Bally’s Atlantic City property commenced in 2021. We are committed to invest approximately $100 million over five years to refurbish and upgrade Bally’s Atlantic City’s facilities and expand its amenities, including renovated hotel rooms and suites, outdoor beer hall and lobby bar. Spending in 2023 is estimated at approximately $20 million.

Bally’s Kansas City - We began construction on the planned redevelopment project of Bally’s Kansas City in November 2021. We believe the redevelopment of the property, which includes a 40,000 square foot land-based building, restaurant, bar and retail space, will improve the property and guest experience and drive growth and our return on investment. Spending on the project is estimated to be approximately $50 million, with a target completion date in the second half of 2023.

Centre County, PA - On December 31, 2020, we signed a framework agreement with entities affiliated with an established developer to design, develop, construct and manage a Category 4 licensed casino in Centre County, Pennsylvania. Subject to receipt of regulatory approvals, it will house up to 750 slot machines and 30 table games. The casino will also provide, subject to receipt of separate licenses and certificates, retail sports betting, online sports betting and online gaming. We estimate the total cost of the project, including construction, licensing and iGaming/sports betting operations, to be approximately $120 million. If completed, we will acquire a majority equity interest in the partnership, including 100% of the economic interests of all retail sports betting, online sports betting and iGaming activities associated with the project.

Bally’s Chicago - On June 9, 2022, a wholly-owned indirect subsidiary of the Company, Bally’s Chicago Operating Company, LLC (the “Developer”), signed a host community agreement with the City of Chicago to develop a destination casino resort, to be named Bally’s Chicago, in downtown Chicago, Illinois that will include approximately 3,400 slot machines, 170 table games, 10 food and beverage venues, 500 hotel rooms, a 65,000 square foot entertainment and event center, a 20,000 square foot exhibition, outdoor music venue, 3,300 parking spaces and an outdoor green space. The project also provides the Company with the exclusive right to operate a temporary casino for up to three years while the permanent casino resort is constructed. The temporary casino is expected to be situated in the location of the current Medinah Temple and will include approximately 1,000 gaming positions and 2 food and beverage venues. The Company expects the temporary casino to open in the second half of 2023, and currently estimates the permanent casino construction to be completed by the end of 2026.

In connection with the entry into the host community agreement with the City of Chicago, the Company made a one-time up-front payment to the City of Chicago equal to $40.0 million. Beginning on the date of operations commencement, the Company will be required to pay annual fixed host community impact fees of $4.0 million. Additionally, in connection with the host community agreement, the Company provided the City of Chicago with a performance guaranty whereby the Company agreed to have and maintain available financial resources in an amount reasonably sufficient to allow the Developer to complete its obligations under the host community agreement. In addition, upon notice from the City of Chicago that the Developer has failed to perform various obligations under the host community agreement, the Company has indemnified the City of Chicago against any and all liability, claim or reasonable and documented expense the City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations.

In furtherance of these obligations, the host community agreement requires us to spend at least $1.34 billion on the design, construction and equipping of our temporary casino and our permanent resort and casino. The actual cost of the development may exceed this minimum capital investment requirement. In addition, land acquisition costs and financing costs, among other types of costs, are not counted toward meeting this requirement.

Chicago Tribune Lease Termination - Bally’s Chicago Operating Company, LLC entered into a Lease Termination and Short Term License Agreement with Chicago Tribune Company, LLC (“Tribune”), effective March 31, 2023, which among other things provides that the Company will have possession of 777 West Chicago Avenue, Chicago Illinois 60610 (the “Permanent Chicago Site”) on or before July 5, 2024, subject to $150 million in payments by the Company to Tribune payable in full upon Tribune vacating the site on or prior to July 5, 2024 (the “Payment”). $140 million of the Payment is secured by cash-collateralized letters of credit, issued by Citizens Bank. Cash collaterals are reported as restricted cash , with the long-term portion included within Other assets, as of June 30, 2023.

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Bally’s Chicago Casino Fees - Under the Illinois Gambling Act, the Company will be responsible to pay various gaming license fees to the Illinois Gaming Board in connection with the Company’s casino operations. These fees include: (i) a $250,000 land based gaming fee to operate the casino on land prior to commencing operations, (ii) a $250,000 license fee prior to receiving an owners license and gambling operations commence, (iii) gaming position fees equal to the minimum initial fee of $30,000 per gaming position to be paid within 30 days of issuance of an owners license or Temporary Operating Permit (“TOP”), (iv) a $15 million reconciliation fee upon issuance of a TOP or an owners license, whichever is earlier, and (v) a reconciliation fee payment three years after the date operations commenced (in a temporary or permanent facility) in an amount equal to 75% of the adjusted gross receipt (“AGR”) for the most lucrative 12-month period of operations, minus the amount equal to the initial payment per gaming position paid.

Other Commitments

Sponsorship Commitments - The Company has entered into several sponsorship agreements with various professional sports leagues and teams, allowing the Company use of official league marks for branding and promotions, among other rights. As of June 30, 2023, obligations related to these agreements were $106.9 million, with contracts extending through June 2036.

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 and foreign currency exchange rates. We are exposed to changes in interest rates primarily from variable rate long-term debt arrangements and foreign currency risk attributable to our operations outside of the US. Inflation generally affects us by increasing our cost of labor. Bally’s does not believe that inflation had a material effect on our business, financial condition or results of operations during the three months ended June 30, 2023 and 2022.

Interest Rate Risk

As of June 30, 2023, interest on borrowings under our credit facility was subject to fluctuation based on changes in short-term interest rates. On June 30, 2023, we had $1.93 billion of variable rate debt outstanding under our Term Loan and Revolving Credit Facilities and $1.49 billion of unsecured senior notes. Based upon a sensitivity analysis of our debt levels on June 30, 2023, a hypothetical increase of 1% in the effective interest rate would cause an increase in interest expense of approximately $19.3 million over the next 12 months while a decrease of 1% in the effective interest rate, not to exceed the interest rate floor, would cause a decrease in interest expense of approximately $19.3 million over the same period.

We evaluate our exposure to market risk by monitoring interest rates in the marketplace and we have, on occasion, utilized derivative financial instruments to help manage this risk. We have not historically utilized derivative financial instruments for trading purposes. We do not believe that fluctuations in interest rates had a material effect on our business, financial condition or results of operations during the three months ended June 30, 2023 and 2022.

Foreign Currency Risk

We are exposed to fluctuations in currency exchange rates as a result of our net investments and operations in countries other than the US. A vast majority of our revenues are from the UK market and are conducted in British Pound Sterling (“GBP”) and are therefore susceptible to any movements in exchange rates between the GBP and USD. Foreign currency transaction losses for the three and six months ended June 30, 2023 were $1.6 million and $5.9 million, respectively, while foreign currency transaction gains for the three and six months ended June 30, 2022 were $1.8 million and $2.0 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.

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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 June 30, 2023 as such terms is defined in Rule 13a-15(f) under the Exchange Act. Based on that evaluation, our chief executive officer and chief financial officer concluded that the Company’s controls and procedures were effective as of June 30, 2023.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the second quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1.    LEGAL PROCEEDINGS

We are party to various legal proceedings that have arisen in the normal course of our business. Such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings will not materially impact our consolidated financial condition or results of operations. While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations.

ITEM 1A.    RISK FACTORS

There have been no material changes to our risk factors contained in Part I. Item IA. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 14, 2019, we announced that the Board approved a capital return program (the “Capital Return Program”) under which we may expend a total of up to $250 million for a share repurchase program and payment of dividends. On February 10, 2020 and October 4, 2021, the Board approved an additional $100 million and $350 million, respectively, for stock repurchases and payment of dividends, respectively. Share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated share repurchase programs, tender offers or other transactions. The amount, timing and terms of any capital transactions will be determined based on prevailing market conditions and other factors, and may be suspended or discontinued at any time. There is no fixed time period to complete the capital returns.

The following table provides information about share repurchases made by the Company of its common stock during the quarter ended June 30, 2023 (in thousands, except average price paid per share):

Period	Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares (or approximate dollar value) that May Yet be Purchased Under the Plans or Programs
April 1, 2023 - April 30, 2023	—	$	—		—	$	174,805
May 1, 2023 - May 31, 2023	475	14.50			475	167,916
June 1, 2023 - June 30, 2023	274	13.95			274	164,100
	749	$	14.30	(a)	749	$	164,100

__________________________________

(a)    Weighted-average.

ITEM 5.    OTHER INFORMATION

During the three months ended June 30, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

57

ITEM 6.    EXHIBITS

EXHIBIT INDEX

Exhibit No.	Description
10.1**	Employment Agreement, dated May 8, 2023, by and between Bally’s Corporation and Marcus Glover (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-38850) filed on May 9, 2023)
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 June 30, 2023, formatted in inline XBRL contained in Exhibit 101

______________________________________________

*    Filed herewith.

**    Management contracts or compensatory plans or arrangements.

58

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 August 3, 2023.

                            

BALLY’S CORPORATION
By:	/s/ MARCUS GLOVER
	Marcus Glover
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
	/s/ ROBESON M. REEVES
	Robeson M. Reeves
	Chief Executive Officer
	(Principal Executive Officer)

59

EX-31.1

Exhibit 31.1

BALLY'S CORPORATION

CERTIFICATION

I, Robeson M. Reeves, certify that:

1.    I have reviewed this quarterly report on Form 10-Q 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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:	August 3, 2023	By:	/s/ ROBESON M. REEVES
			Robeson M. Reeves
			Chief Executive Officer
			(Principal Executive Officer)

EX-31.2

Exhibit 31.2

BALLY'S CORPORATION

CERTIFICATION

I, Marcus Glover, certify that:

1.    I have reviewed this quarterly report on Form 10-Q 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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:	August 3, 2023	By:	/s/ MARCUS GLOVER
			Marcus Glover
			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 for the quarterly period ended June 30, 2023 as filed with the Securities and Exchange Commission (the "Report"), I, Robeson M. Reeves, 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:	August 3, 2023	By:	/s/ ROBESON M. REEVES
			Robeson M. Reeves
			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 for the quarterly period ended June 30, 2023 as filed with the Securities and Exchange Commission (the "Report"), I, Marcus Glover, Executive Vice President and 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:	August 3, 2023	By:	/s/ MARCUS GLOVER
			Marcus Glover
			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	6 Months Ended
	Jun. 30, 2023	Jul. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
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 Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,629,333
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001747079
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 183,611	$ 212,515
Restricted cash	139,237	52,669
Accounts receivable, net	65,601	71,673
Inventory	15,372	14,191
Income Taxes Receivable	15,157	53,771
Prepaid expenses and other current assets	103,282	100,717
Assets held for sale	5,588	17,177
Total current assets	527,848	522,713
Property and equipment, net	1,155,757	1,202,102
Right of use assets, net	1,186,749	808,926
Goodwill	1,819,720	1,746,202
Intangible assets, net	1,938,249	1,961,938
Deferred tax asset	23,884	25,544
Other assets	128,982	32,688
Total assets	6,781,189	6,300,113
Liabilities and Stockholders’ Equity
Current portion of long-term debt	29,450	19,450
Current portion of lease liabilities	48,129	32,929
Accounts payable	78,074	70,071
Accrued Income Taxes, Current	53,818	56,012
Accrued liabilities	467,602	573,931
Liabilities related to assets held for sale	1,560	3,409
Total current liabilities	678,633	755,802
Long-term debt, net	3,317,720	3,469,105
Long-term portion of financing obligation	200,000	200,000
Long-term portion of lease liabilities	1,174,937	803,212
Deferred tax liability	201,398	138,017
Naming rights liability	98,515	109,807
Other long-term liabilities	70,826	17,923
Total liabilities	5,742,029	5,493,866
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common stock	456	466
Preferred Stock, Value, Issued	0	0
Additional paid-in-capital	1,594,857	1,636,366
Treasury stock, at cost	0	0
Accumulated deficit	(351,639)	(535,373)
Accumulated other comprehensive loss	(204,942)	(295,640)
Total stockholders’ equity	1,038,732	805,819
Stockholders' Equity Attributable to Noncontrolling Interest	428	428
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	1,039,160	806,247
Total liabilities and stockholders’ equity	$ 6,781,189	$ 6,300,113

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
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)	45,626,013	46,670,057
Common stock outstanding (in shares)	45,626,013	46,670,057
Preferred stock par value (in dollars per share)	$ 0.01
Preferred stock authorized (in shares)	10,000,000
Preferred stock outstanding (in shares)	0	0
Treasury stock (in shares)	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Total revenue	$ 606,206	$ 552,496	$ 1,204,926	$ 1,100,767
Operating (income) costs and expenses:
General and administrative	249,957	192,735	501,565	379,756
Gain on sale-leaseback	(135)	(50,766)	(374,321)	(50,766)
Depreciation and amortization	79,187	74,773	153,748	153,654
Total operating costs and expenses	600,224	467,177	822,212	992,928
Income from operations	5,982	85,319	382,714	107,839
Other income (expense):
Interest expense, net	(67,093)	(45,828)	(130,357)	(91,513)
Other non-operating income, net	6,811	25,444	9,421	44,923
Total other income (expense), net	(60,282)	(20,384)	(120,936)	(46,590)
(Loss) income before income taxes	(54,300)	64,935	261,778	61,249
(Benefit) provision for income taxes	(28,649)	5,434	109,093	(141)
Net (loss) income	$ (25,651)	$ 59,501	$ 152,685	$ 61,390
Net income per share, basic (in dollars per share)	$ (0.48)	$ 0.98	$ 2.82	$ 1.02
Weighted average common shares outstanding, basic (in shares)	53,942	60,506	54,173	60,263
Net income per share, diluted (in dollars per share)	$ (0.48)	$ 0.98	$ 2.80	$ 1.02
Weighted average common shares outstanding, diluted (in shares)	53,942	60,541	54,582	60,332
Gaming
Revenue:
Total revenue	$ 493,296	$ 455,088	$ 980,191	$ 918,790
Operating (income) costs and expenses:
Cost of net revenue	218,939	204,051	436,600	423,263
Non-Casino
Revenue:
Total revenue	112,910	97,408	224,735	181,977
Operating (income) costs and expenses:
Cost of net revenue	$ 52,276	$ 46,384	$ 104,620	$ 87,021

XML

CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ (25,651)	$ 59,501	$ 152,685	$ 61,390
Foreign currency translation adjustment, net of tax	38,625	(198,813)	90,698	(270,355)
Other comprehensive income	38,625	(198,813)	90,698	(270,355)
Net (loss) income	$ 12,974	$ (139,312)	$ 243,383	$ (208,965)

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Retained (Deficit) Earnings	Accumulated Other Comprehensive Loss	Non-controlling Interest
Beginning balance (in shares) at Dec. 31, 2021		52,254,477
Beginning balance at Dec. 31, 2021	$ 1,615,802	$ 530	$ 1,849,068	$ (29,166)	$ (181,581)	$ (26,809)	$ 3,760
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of restricted stock (in shares)		122,849
Issuance of restricted stock and other stock awards	(2,533)	$ 1	(2,534)
Share-based compensation	5,095		5,095
Stock options exercised (in shares)		20,000
Stock options exercised	86		86
Penny warrants exercised (in shares)		383,934
Penny warrants exercised	4	$ 4
Retirement of treasury shares	0	$ (11)	(35,200)	(42,454)	(7,243)
Share repurchases (in shares)		(350,616)
Treasury Stock, Value, Acquired, Cost Method	(13,288)			(13,288)
Stock issued for equity purchase (in shares)		107,832
Adjustments To Additional Paid In Capital, Issuance Of Warrants	12,010		12,010
Stock issued for equity purchase	3,700	$ 1	3,699
Other comprehensive income (loss)	(71,542)					(71,542)
Net income	1,889				1,889
Ending balance (in shares) at Mar. 31, 2022		52,538,476
Ending balance at Mar. 31, 2022	1,551,223	$ 525	1,832,224	0	(186,935)	(98,351)	3,760
Beginning balance (in shares) at Dec. 31, 2021		52,254,477
Beginning balance at Dec. 31, 2021	$ 1,615,802	$ 530	1,849,068	(29,166)	(181,581)	(26,809)	3,760
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share repurchases (in shares)	(350,616)
Treasury Stock, Value, Acquired, Cost Method	$ (13,288)
Other comprehensive income (loss)	(270,355)
Net income	61,390
Ending balance (in shares) at Jun. 30, 2022		52,577,251
Ending balance at Jun. 30, 2022	1,417,925	$ 525	1,838,238	0	(127,434)	(297,164)	3,760
Beginning balance (in shares) at Mar. 31, 2022		52,538,476
Beginning balance at Mar. 31, 2022	1,551,223	$ 525	1,832,224	0	(186,935)	(98,351)	3,760
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of restricted stock (in shares)		38,775
Issuance of restricted stock and other stock awards	(308)		(308)
Share-based compensation	$ 6,322		6,322
Share repurchases (in shares)	0
Treasury Stock, Value, Acquired, Cost Method	$ 0
Other comprehensive income (loss)	(198,813)					(198,813)
Net income	59,501				59,501
Ending balance (in shares) at Jun. 30, 2022		52,577,251
Ending balance at Jun. 30, 2022	$ 1,417,925	$ 525	1,838,238	0	(127,434)	(297,164)	3,760
Beginning balance (in shares) at Dec. 31, 2022	46,670,057	46,670,057
Beginning balance at Dec. 31, 2022	$ 806,247	$ 466	1,636,366	0	(535,373)	(295,640)	428
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of restricted stock (in shares)		124,050
Issuance of restricted stock and other stock awards	(1,331)	$ 1	(1,332)
Share-based compensation	6,040		6,040
Retirement of treasury shares	0	$ (10)	(35,987)	(19,753)	16,244
Share repurchases (in shares)		(1,026,343)
Treasury Stock, Value, Acquired, Cost Method	(19,753)			(19,753)
Other comprehensive income (loss)	52,073					52,073
Net income	178,336				178,336
Ending balance (in shares) at Mar. 31, 2023		45,767,764
Ending balance at Mar. 31, 2023	$ 1,021,612	$ 457	1,605,087	0	(340,793)	(243,567)	428
Beginning balance (in shares) at Dec. 31, 2022	46,670,057	46,670,057
Beginning balance at Dec. 31, 2022	$ 806,247	$ 466	1,636,366	0	(535,373)	(295,640)	428
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share repurchases (in shares)	(1,774,845)
Treasury Stock, Value, Acquired, Cost Method	$ (30,458)
Other comprehensive income (loss)	90,698
Net income	$ 152,685
Ending balance (in shares) at Jun. 30, 2023	45,626,013	45,626,013
Ending balance at Jun. 30, 2023	$ 1,039,160	$ 456	1,594,857	0	(351,639)	(204,942)	428
Beginning balance (in shares) at Mar. 31, 2023		45,767,764
Beginning balance at Mar. 31, 2023	1,021,612	$ 457	1,605,087	0	(340,793)	(243,567)	428
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of restricted stock (in shares)		125,842
Issuance of restricted stock and other stock awards	35	$ 1	(495)	529
Share-based compensation	6,290		6,290
Penny warrants exercised (in shares)		377,253
Penny warrants exercised	4	$ 4
Retirement of treasury shares	$ (305)	$ (7)	(25,279)	(10,176)	14,805
Share repurchases (in shares)	(748,502)	(748,502)
Treasury Stock, Value, Acquired, Cost Method	$ (10,705)			(10,705)
Stock issued for equity purchase (in shares)		103,656
Adjustments To Additional Paid In Capital, Issuance Of Warrants	7,371		7,371
Stock issued for equity purchase	1,884	$ 1	1,883
Other comprehensive income (loss)	38,625					38,625
Net income	$ (25,651)				(25,651)
Ending balance (in shares) at Jun. 30, 2023	45,626,013	45,626,013
Ending balance at Jun. 30, 2023	$ 1,039,160	$ 456	$ 1,594,857	$ 0	$ (351,639)	$ (204,942)	$ 428

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net income	$ 152,685	$ 61,390
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	153,748	153,654
Non-cash lease expense	28,117	14,456
Share-based compensation	12,330	11,417
Impairment charges	9,653	0
Amortization of debt discount and debt issuance costs	5,563	5,124
Gain on sale-leaseback	(374,321)	(50,766)
Gain on extinguishment of debt	(4,044)	0
Deferred income taxes	48,870	(28,879)
(Gain) loss on assets and liabilities measured at fair value	(293)	567
Gain on equity method investments	(3,090)	0
Change in value of naming rights liabilities	(7,291)	(33,411)
Change in contingent consideration payable	1,024	(10,175)
Adjustment on bargain purchase	0	107
Foreign exchange loss (gain)	5,947	(1,987)
Other operating activities	1,041	3,507
Changes in current operating assets and liabilities	34,111	39,540
Net cash provided by operating activities	64,050	164,544
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	(38,243)	0
Proceeds from sale-leaseback	411,000	150,000
Capital expenditures	(119,546)	(116,081)
Cash paid for internally developed software	(14,342)	(31,455)
Acquisition of gaming licenses	(10,150)	(51,560)
Purchase of equity securities	0	(3,175)
Other intangible asset acquisitions	0	(1,825)
Other investing activities	(4,743)	(1,738)
Net cash provided by (used in) investing activities	223,976	(55,834)
Cash flows from financing activities:
Issuance of long-term debt	35,000	110,000
Repayments of long-term debt	(177,345)	(204,725)
Payment of deferred consideration	0	(30,025)
Share repurchases	(30,458)	(13,288)
Other financing activities	(1,716)	(2,752)
Net cash used in financing activities	(174,519)	(140,790)
Effect of foreign currency on cash and cash equivalents	(4,195)	(11,404)
Change in cash and cash equivalents and restricted cash held for sale	(1,648)	0
Net change in cash and cash equivalents and restricted cash	107,664	(43,484)
Cash and cash equivalents and restricted cash, beginning of period	265,184	274,840
Cash and cash equivalents and restricted cash, end of period	372,848	231,356
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized	134,266	93,976
Income Taxes Paid, Net	9,722	(56,224)
Non-cash investing and financing activities:
Unpaid property and equipment	26,793	32,403
Bally’s Chicago - land development liability	135,290	0
Investment in GLP Capital, L.P.	14,412	0
Investment in RI Joint Venture	17,832	0
Unpaid internally developed software	$ 904	$ 0

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	$ 183,611	$ 212,515
Restricted cash	139,237	52,669
Restricted cash - Other assets	50,000	0
Total cash and cash equivalents and restricted cash	$ 372,848	$ 265,184

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GENERAL INFORMATION

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

GENERAL INFORMATION

Description of Business

Bally’s Corporation (the “Company,” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and resorts and online gaming (“iGaming”) businesses. The Company owns and manages the following casino and resort properties:

Casinos and Resorts	Location	Type	Built/Acquired
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)	Lincoln, Rhode Island	Casino and Resort	2004
Bally’s Arapahoe Park	Aurora, Colorado	Racetrack/OTB Site	2004
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)(2)	Biloxi, Mississippi	Casino and Resort	2014
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2)	Tiverton, Rhode Island	Casino and Hotel	2018
Bally’s Dover Casino Resort (“Bally’s Dover”)(2)	Dover, Delaware	Casino, Resort and Raceway	2019
Bally’s Black Hawk(1)(2)	Black Hawk, Colorado	Three Casinos	2020
Bally’s Kansas City Casino (“Bally’s Kansas City”)	Kansas City, Missouri	Casino	2020
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)	Vicksburg, Mississippi	Casino and Hotel	2020
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)	Atlantic City, New Jersey	Casino and Resort	2020
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)	Shreveport, Louisiana	Casino and Hotel	2020
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)	Lake Tahoe, Nevada	Casino and Resort	2021
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)(2)	Evansville, Indiana	Casino and Hotel	2021
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)(2)	Rock Island, Illinois	Casino and Hotel	2021
Tropicana Las Vegas Casino and Resort (“Tropicana Las Vegas”)(2)	Las Vegas, Nevada	Casino and Resort	2022

__________________________________

(1)    Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.

(2)    Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 15 “Leases” for further information.

The North America Interactive reportable segment includes a portfolio of sports betting, iGaming and free-to-play gaming brands and the North American operations of Gamesys Group Ltd. (“Gamesys”), an iCasino and online bingo platform provider and operator.

The Company’s International Interactive reportable segment includes the interactive activities in Europe and Asia of Gamesys.

Refer to Note 19 “Segment Reporting” for further information.

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SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and entities the Company identifies as variable interest entities (“VIEs”), of which the Company is determined to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign subsidiaries are translated into US dollars 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, 2022. 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, 2022.

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.

Equity Method Investments

On January 1, 2023, the Company and International Game Technology PLC (“IGT”) contributed certain tangible assets and leases to Rhode Island VLT Company, LLC (“RIVLT”) in exchange for equity interests of RIVLT. The Company contributed video lottery terminals (“VLTs”) and player tracking equipment to the joint venture for a 40% equity interest of RIVLT. The 40% ownership in the joint venture qualifies for equity method accounting. In addition to this joint venture, the Company also has another investment in an unconsolidated subsidiary which is accounted for using equity method accounting. The Company records its share of net income or loss within Other non-operating income, net” in the condensed consolidated statements of operations. For the three and six months ended June 30, 2023, the Company recorded a gain on equity method investments of $1.0 million and $3.1 million, respectively.

Variable Interest Entities

The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary.

In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions.

Management has analyzed and concluded that Breckenridge Curacao B.V. (“Breckenridge”) is a VIE because it does not have sufficient equity investment at risk. The Company has determined that it is the primary beneficiary and consolidates the VIE because (a) although the Company does not control all decisions of Breckenridge, the Company has the power to direct the activities of Breckenridge that most significantly impact its economic performance through various contracts with the entity and (b) the nature of these agreements between Breckenridge and the Company provides the Company with the obligation to absorb losses and the right to receive benefits based on fees that are based upon off-market rates and commensurate to the level of services provided. The Company receives significant benefits in the form of fees that are not at market and commensurate to the level of services provided. As a result, the Company consolidates all of the assets, liabilities and results of operations of Breckenridge and its subsidiaries in the accompanying condensed consolidated financial statements. As of June 30, 2023 and December 31, 2022, Breckenridge had total assets of $155.3 million and $93.4 million, respectively, and total liabilities of $85.9 million and $77.1 million, respectively. Breckenridge had revenues of $76.5 million and $160.5 million for the three and six months ended June 30, 2023, respectively, and $73.9 million and $160.8 million for the three and six months ended June 30, 2022, respectively.

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or less. Restricted cash includes cash collateral in connection with amounts due to the Chicago Tribune (refer to Note 9 “Property and Equipment”), player deposits, payment service provider deposits, and Video Lottery Terminal (“VLT”) and table games related cash payable to certain states where we operate, which are unavailable for the Company’s use.

Accounts Receivable, Net

Accounts receivable, net consists of the following:

	June 30,		December 31,
(in thousands)	2023		2022
Amounts due from Rhode Island and Delaware(1)	$	14,987	$	15,865
Gaming receivables	17,450		19,065
Non-gaming receivables	38,813		42,532
Accounts receivable	71,250		77,462
Less: Allowance for doubtful accounts	(5,649)		(5,789)
Accounts receivable, net	$	65,601	$	71,673

__________________________________

(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 Bally’s Dover.

Gaming Expenses

Gaming expenses include, among other things, payroll costs and expenses associated with the operation of VLTs, slots and table games, including gaming taxes payable to jurisdictions in which the Company operates outside of Rhode Island and Delaware, and marketing costs directly associated with the Company’s iGaming products and services. These marketing expenses are included within Gaming expenses in the condensed consolidated statements of operations and were $47.8 million and $44.8 million for the three months ended June 30, 2023 and 2022, respectively, and $93.7 million and $102.5 million for the six months ended June 30, 2023 and 2022, respectively. Gaming expenses also include racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses associated with the operation of live racing and simulcasting.

Advertising Expense

The Company expenses advertising costs as incurred. For the three and six months ended June 30, 2023, advertising expense was $3.2 million and $8.6 million, respectively. For the three and six months ended June 30, 2022, advertising expense was $7.3 million and $14.8 million, respectively. Advertising costs are included in “Gaming and administrative” on the condensed consolidated statement of operations.

Earnings (Loss) Per Share

Basic earnings (loss) per common share is calculated in accordance with Accounting Standards Codification (“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).

Fair Value Measurements

Fair value is determined using the principles of ASC 820, Fair Value Measurement. Fair value is described as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows:

•Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data.

•Level 3: Unobservable inputs.

The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the measurement.

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 its Tennis Channel, Stadium sports network and STIRR streaming service. The Company received 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 Tax Receivable Agreement (“TRA”) with Sinclair. 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 five-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 Diamond Sports Group 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 ASC 805-50, Business Combinations—Related Issues, 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 TRA payments, each explained below. The naming rights intangible asset, net of accumulated amortization, was $239.4 million and $255.6 million as of June 30, 2023 and December 31, 2022, respectively. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks, and was $7.7 million and $8.4 million for the three months ended June 30, 2023 and 2022, respectively, and $15.5 million and $16.8 million for the six months ended June 30, 2023 and 2022, respectively. Refer to Note 10 “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 June 30, 2023 and December 31, 2022 was $58.5 million and $59.3 million, respectively. The short-term portion of the liability, which was $7.0 million and $6.0 million as of June 30, 2023 and December 31, 2022, respectively, is recorded within “Accrued liabilities” and the long-term portion of the liability, which was $51.5 million and $53.3 million as of June 30, 2023 and December 31 2022, respectively, is recorded within “Naming rights liabilities” in the condensed consolidated balance sheets. Accretion expense reported in “Interest expense, net of amounts capitalized” in the condensed consolidated statements of operations was $1.1 million for the three months ended June 30, 2023 and 2022, and $2.2 million for the six months ended June 30, 2023 and 2022.

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 NYSE, which was obtained on January 27, 2021.

Penny Warrants & Options. The Penny Warrants and Options are equity classified instruments under ASC 815, Derivatives and Hedging, (“ASC 815”). 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. The Company recorded $59.7 million as of June 30, 2023 and December 31, 2022, and is included within “Additional paid-in-capital” in the condensed consolidated balance sheets.

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. Refer to Note 11 “Fair Value Measurements” 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. The TRA liability was $17.1 million and $19.4 million as of June 30, 2023 and December 31, 2022, respectively, and is included in “Naming rights liabilities” in the condensed consolidated balance sheets. The change in value of the TRA liability is included in “Other non-operating expenses, net” in the condensed consolidated statements of operations.

Provision (Benefit) for Income Taxes

During the six months ended June 30, 2023, the Company recorded a provision for income tax of $109.1 million, at an effective year to date tax rate of 41.7% and a benefit for income tax of $0.1 million, at an effective year to date tax rate of (0.2)%, respectively. The 2023 year to date effective tax rate was higher than the US federal statutory tax rate of 21%, largely due to an increase in the valuation allowance and a tax liability for a discrete item related to the deferred gain on sale leaseback transactions in Mississippi and Rhode Island. The 2022 year to date effective tax rate was lower than the US federal statutory tax rate of 21%, largely due to a tax benefit recorded in foreign jurisdictions during the year, offset by a discrete item related to the gain on sale leaseback transactions in Colorado and Illinois.

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CONSOLIDATED FINANCIAL INFORMATION

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONSOLIDATED FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL INFORMATION

General and Administrative Expenses

Amounts included in General and administrative for the three and six months ended June 30, 2023 and 2022 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Advertising, general and administrative	$	223,760	$	182,623	$	444,765	$	364,364
Acquisition and integration costs	13,104		10,112		26,885		15,392
Restructuring	3,440		—		20,262		—
Impairment charges	9,653		—		9,653		—
Total general and administrative	$	249,957	$	192,735	$	501,565	$	379,756

Other Non-Operating Income (Expense)

Amounts included in Other non-operating income (expenses), net for the three and six months ended June 30, 2023 and 2022 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Change in value of naming rights liabilities	$	7,558	$	20,032	$	7,291	$	33,411
Gain on equity method investments	990		—		3,090		—
Gain on extinguishment of debt	—		—		4,044		—
Foreign exchange (loss) gain	(1,639)		1,813		(5,947)		1,995
Other, net	(98)		3,599		943		9,517
Total other non-operating income (expenses), net	$	6,811	$	25,444	$	9,421	$	44,923

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RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update address diversity in practice and inconsistency related to recognition of an acquired contract liability and the effect of payment terms on subsequent revenue recognition for the acquirer. This update is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company’s adoption of this ASU in the first quarter of 2023 did not have a material impact to its condensed consolidated financial statements.

In December 2022, the Financial Accounting Standards Board issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this update defer the sunset date of Topic 848, which applies to entities which have transactions that reference LIBOR or other reference rates which are expected to be discontinued due to reference rate reform, until December 31, 2024. The Company’s adoption of this ASU in the second quarter of 2023 did not have a material impact to its condensed consolidated financial statements.

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REVENUE RECOGNITION

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

REVENUE RECOGNITION

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which requires companies to recognize revenue in a way that depicts the transfer of promised goods or services. In addition, the standard requires more detailed disclosures to enable readers of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company generates revenue from four principal sources: (1) gaming (which includes retail gaming, online gaming, sports betting and racing), (2) hotel, (3) food and beverage and (4) retail, entertainment and other.

The Company determines revenue recognition through the following steps:

•Identify the contract, or contracts, with the customer;

•Identify the performance obligations in the contract;

•Determine the transaction price;

•Allocate the transaction price to performance obligations in the contract; and

•Recognize revenue when or as the Company satisfies performance obligations by transferring the promised goods or services.

The amount of revenue recognized by the Company is measured at the transaction price or the amount of consideration that the Company expects to receive through satisfaction of the identified performance obligations.

Retail gaming, online gaming and sports betting revenue, each as described below, contain two performance obligations. Retail gaming transactions have an obligation to honor the outcome of a wager and to pay out an amount equal to the stated odds, including the return of the initial wager, if the customer receives a winning hand. These elements of honoring the outcome of the hand of play and generating a payout are considered one performance obligation. Online gaming and sports betting represent a single performance obligation for the Company to operate contests or games and award prizes or payouts to users based on results of the arrangement. Revenue is recognized at the conclusion of each contest, wager or wagering game hand. Incentives can be used across online gaming products. The Company allocates a portion of the transaction price to certain customer incentives that create material future customer rights and are a separate performance obligation. In addition, in the event of a multi-stage contest, the Company will allocate transaction price ratably from contest start to the contest’s final stage. Racing revenue is earned through advance deposit wagering which consists of patrons wagering through an advance deposit account. Each wagering contract contains a single performance obligation.

The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. The transaction price for racing operations, inclusive of live racing events conducted at the Company’s racing facilities, is the commission received from the pari-mutuel pool less contractual fees and obligations primarily consisting of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to the racing operations. The transaction price for hotel, food, beverage, retail, entertainment and other is the net amount collected from the customer for such goods and services. Hotel, food, beverage, retail, entertainment and other services have been determined to be separate, stand-alone performance obligations and revenue is recognized as the good or service is transferred at the point in time of the transaction.

The following contains a description of each of the Company’s revenue streams:

Gaming Revenue

Retail Gaming

The Company recognizes retail gaming revenue as the net win from gaming activities, which is the difference between gaming inflows and outflows, not the total amount wagered. Progressive jackpots are estimated and recognized as revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives.

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 to account for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the impact on the consolidated financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from the application of an individual wagering contract. 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 performance obligation related to loyalty program incentives are deferred and recognized as revenue upon redemption by the customer. The amount associated with gaming wagers is recognized at the point the wager occurs, as it is settled immediately.

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 on VLT revenue generated from units in excess of 3,002 units. Bally’s Tiverton is entitled to receive a percentage of VLT revenue that is equivalent to the percentage received by Bally’s Twin River. From July 1, 2021 through December 31, 2022, Bally’s Twin River and Bally’s Tiverton were entitled to an additional 7.00% share of revenue, as the Technology Provider, on VLTs owned by the Company. Beginning on January 1, 2023, the Company contributed all of its VLT assets to the Rhode Island Joint Venture and the Rhode Island Joint Venture, as the sole Technology Provider, is now entitled to that additional 7% of VLT revenue.

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 June 30, 2023 and 2022. Revenue is recognized when the wager is settled, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company 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 Bally’s Dover’s share of revenue as determined under the Delaware State Lottery Code from the date of its acquisition. Bally’s Dover 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 June 30, 2023 and 2022, Bally’s Dover was entitled to an approximate 42% share of VLT revenue and 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 includes casino revenue of the Company’s other properties which is the aggregate net difference between gaming wins and losses, with deferred revenue recognized for prepaid deposits by customers prior to play, 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.

Online Gaming

The Company’s online gaming operates similarly to land-based casinos, generating revenue from player wagers net of payouts and incentives awarded to players.

Online gaming revenue includes the online bingo and casino revenue of Gamesys since the date of acquisition, beginning October 1, 2021. The revenue is earned from operating online bingo and casino websites, which consists of the difference between total amounts wagered by players less winnings payable to players, bonuses allocated and jackpot contributions. Online gaming revenue is recognized at the point in time when the player completes a gaming session and payout occurs. There is no significant degree of uncertainty involved in quantifying the amount of gaming revenue earned, including bonuses, jackpot contributions and loyalty points. Bonuses, jackpot contributions and loyalty points are measured at fair value at each reporting date.

Sports Betting

Sports betting involves a player wagering money on an outcome or series of outcomes. If a player wins the wager, the Company pays the player a pre-determined amount known as fixed odds. Sports betting revenue is generated through built-in theoretical margins in each sports wagering opportunity offered to players. Revenue is recognized as total wagers net of payouts made and incentives awarded to players.

The Company has entered into several multi-year agreements with third-party operators for online sports betting and iGaming market access in several jurisdictions 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 six months ended June 30, 2023 and 2022. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $3.9 million and $4.1 million as of June 30, 2023 and December 31, 2022, respectively, and is included in “Accrued liabilities” and “Other long-term liabilities” in the condensed consolidated balance sheets.

All other revenues, including market access and B2B service revenue generated by the North America Interactive and International Interactive reportable segments, are recognized at the time the goods are sold or the service is provided.

Racing

Racing revenue includes Bally’s Twin River’s, Bally’s Tiverton’s, Bally’s Arapahoe Park’s and Bally’s Dover’s share of wagering from live racing and the import of simulcast signals. Racing revenue is recognized upon completion of the wager based upon 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 reduction to racing revenue.

Non-gaming Revenue

Non-gaming revenue consists of hotel, food, beverage, retail, entertainment and other revenue. Hotel revenue is recognized when the customer obtains control through occupancy of the room over the stay at the hotel. Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met. Food, beverage and retail revenues are recognized at the time the goods are sold from Company-operated outlets. The estimated standalone selling price of hotel rooms is determined based on observable prices. The standalone selling price of food, beverage, retail, entertainment and other goods and services are determined based upon the actual retail prices charged to customers for those items. Cancellation fees for hotel and meeting space services are recognized upon cancellation by the customer and are included in Non-gaming revenue within our condensed consolidated statements of operations.

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 six months ended June 30, 2023 and 2022:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Hotel	$	24,123	$	19,423	$	46,558	$	35,325
Food and beverage	19,823		18,056		39,297		34,766
Retail, entertainment and other	2,420		2,579		5,011		4,786
	$	46,366	$	40,058	$	90,866	$	74,877

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.

The following tables provide a disaggregation of revenue by segment (in thousands):

Three Months Ended June 30, 2023	Casinos & Resorts		North America Interactive		International Interactive		Total
Gaming	$	231,018	$	19,111	$	243,167	$	493,296
Non-gaming:
Hotel	51,391		—		—		51,391
Food and beverage	35,224		—		—		35,224
Retail, entertainment and other	15,529		6,159		4,607		26,295
Total non-gaming revenue	102,144		6,159		4,607		112,910
Total revenue	$	333,162	$	25,270	$	247,774	$	606,206
Three Months Ended June 30, 2022
Gaming	$	225,716	$	7,868	$	221,504	$	455,088
Non-gaming:
Hotel	33,929		—		—		33,929
Food and beverage	27,435		—		—		27,435
Retail, entertainment and other	12,795		10,182		13,067		36,044
Total non-gaming revenue	74,159		10,182		13,067		97,408
Total revenue	$	299,875	$	18,050	$	234,571	$	552,496
Six Months Ended June 30, 2023
Gaming	$	464,125	$	35,718	$	480,348	$	980,191
Non-gaming:
Hotel	98,723		—		—		98,723
Food and beverage	68,832		—		—		68,832
Retail, entertainment and other	30,268		13,914		12,998		57,180
Total non-gaming revenue	197,823		13,914		12,998		224,735
Total revenue	$	661,948	$	49,632	$	493,346	$	1,204,926
Six Months Ended June 30, 2022
Gaming	$	443,521	$	14,513	$	460,756	$	918,790
Non-gaming:
Hotel	60,864		—		—		60,864
Food and beverage	51,423		—		—		51,423
Retail, entertainment and other	24,037		18,764		26,889		69,690
Total non-gaming revenue	136,324		18,764		26,889		181,977
Total revenue	$	579,845	$	33,277	$	487,645	$	1,100,767

Revenue included in operations from Casino Secret from the date of its acquisition, January 5, 2023, is reported in International Interactive and was $10.0 million and $21.4 million for the three and six months ended June 30, 2023, respectively. Refer to Note 6 “Business Combinations” for further information.

Contract Assets and Contract Related Liabilities

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 OTB locations. The Company’s receivables related to contracts with customers were $39.9 million and $44.0 million as of June 30, 2023 and December 31, 2022, respectively.

The Company has the following liabilities related to contracts with customers: liabilities for loyalty programs, advance deposits made for goods and services yet to be provided and unpaid wagers. All of the contract liabilities are short-term in nature and are included in “Accrued liabilities” in the condensed consolidated balance sheets.

Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next 12 months.

Advance deposits are typically 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.

Unpaid wagers include the Company’s outstanding chip liability and unpaid slot, pari-mutuel and sports betting tickets.

Liabilities related to contracts with customers as of June 30, 2023 and December 31, 2022 were as follows:

	June 30,		December 31,
(in thousands)	2023		2022
Loyalty programs	$	20,398	$	20,264
Advanced deposits from customers	32,899		27,956
Unpaid wagers	10,712		14,038
Total	$	64,009	$	62,258

The Company recognized $9.9 million and $7.7 million of revenue related to loyalty program redemptions for the three months ended June 30, 2023 and 2022, respectively, and $17.6 million and $15.9 million for the six months ended June 30, 2023 and 2022, respectively.

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BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

BUSINESS COMBINATIONS

Casinos & Resorts Acquisition

Tropicana Las Vegas - On September 26, 2022, the Company completed its acquisition of Tropicana Las Vegas. The total purchase price was $148.2 million. Cash paid by the Company at closing net of $1.7 million cash acquired, was $146.5 million, excluding transaction costs. In connection with the acquisition of Tropicana Las Vegas, the Company entered into a lease arrangement with GLPI to lease the land underlying the Tropicana Las Vegas property for an initial term of 50 years at annual rent of $10.5 million.

The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the Casinos & Resorts acquisition as of June 30, 2023:

(in thousands)	Tropicana Las Vegas
	Preliminary(2)
Total current assets	$	7,924
Property and equipment, net	136,116
Right of use assets, net	164,884
Intangible assets, net(1)	5,140
Other assets	766
Goodwill	8,794
Total current liabilities	(10,129)
Lease liabilities	(164,884)
Other long-term liabilities	(395)
Total purchase price	$	148,216

__________________________________

(1)    Intangible assets include rated player relationships, a trade name and pre-bookings of $2.6 million, $1.7 million and $0.8 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years, 3 years and 2 years, respectively.

(2)    The Company recorded adjustments to the preliminary purchase price allocation during the six months ended June 30, 2023 which decreased total current assets by $0.2 million, increased goodwill by $0.2 million, decreased total current liabilities by $0.1 million and increased the total purchase price by $0.1 million.

Goodwill recognized is deductible for local tax purposes and has been assigned as of the acquisition date to the Company’s Casinos & Resorts reportable segment, which includes the reporting unit expected to benefit from the synergies of the acquisition. Qualitative factors that contribute to the recognition of goodwill include an organized workforce and expected synergies from integrating the property into the Company’s casino portfolio and future development of its omni-channel strategy.

The Company incurred $0.8 million of acquisition costs related to the above Casino & Resorts acquisition during the three and six months ended June 30, 2023, and $0.3 million and $0.5 million during the three and six months ended June 30, 2022, respectively. There were no acquisition costs related to the International Interactive acquisition during the three months ended June 30, 2023. These costs are included within “General and administrative” of the condensed consolidated statement of operations.

International Interactive Acquisition

Casino Secret - On January 5, 2023, the Company completed the acquisition of BACA Limited (“Casino Secret”), a European based online casino that offers slots, tables and live dealer games to Asian markets for total consideration of $49.3 million. Cash paid by the Company at closing net of $8.3 million cash acquired was $38.2 million, excluding transaction costs.

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

(in thousands)	Casino Secret
	Preliminary(2)
Total current assets	$	8,862
Property and equipment, net	50
Right of use assets, net	392
Intangible assets, net(1)	29,471
Goodwill	18,139
Total current liabilities	(7,163)
Lease liabilities	(412)
Total purchase price	$	49,339

__________________________________

(1)    Casino Secret intangible assets include player relationships and trade names of $26.0 million and $3.5 million, respectively, which are both being amortized on a straight-line basis over their estimated useful lives of approximately 7 years.

(2)    The Company did not record adjustments to the preliminary purchase price allocation during the six months ended June 30, 2023.

Total goodwill recorded in connection with the above International Interactive acquisition was $18.1 million, and is not deductible for local tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill, which consist primarily of benefits from acquiring a talented technology workforce and management team experienced in the online gaming industry, and securing buyer-specific synergies expected to contribute to the Company’s omni-channel strategy which are expected to increase revenue and profits within the Company’s International Interactive reportable segment. The goodwill of the International Interactive acquisition has been assigned, as of the acquisition date, to the Company’s International Interactive reportable segment.

The Company incurred $1.2 million of acquisition costs related to the above International Interactive acquisition during the six months ended June 30, 2023. There were no acquisition costs related to the International Interactive acquisition during the three months ended June 30, 2023. These costs are included within “General and administrative” of the condensed consolidated statement of operations.

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ASSETS AND LIABILITIES HELD FOR SALE

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

ASSETS AND LIABILITIES HELD FOR SALE

ASSETS AND LIABILITIES HELD FOR SALE

The Company applies a criteria that must be met before an asset is classified as held for sale, including that management, with the appropriate authority, commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. The Company recognizes assets held for sale at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge may be recorded for any difference between fair value and the carrying value. Due to an evaluation of the expected fair value less costs to sell, during the three months ended June 30, 2023, the Company recognized impairment charges of $9.4 million and $0.3 million on goodwill and intangible assets held for sale, respectively. These charges have been accounted for within “General and administrative” in the condensed consolidated statement of operations.

As of June 30, 2023 and December 31, 2022, one of the Company’s North America Interactive businesses met the criteria to be classified as assets held for sale but did not qualify as discontinued operations as it did not represent a strategic shift having a major effect on the Company’s operations and financial results.

The major classes of assets and liabilities classified as held for sale as of June 30, 2023 and December 31, 2022 are as follows:

(in thousands)	June 30, 2023		December 31, 2022
Assets:
Restricted cash, prepaid expenses and other current assets	$	1,820	$	3,756
Goodwill	—		9,399
Intangible assets, net	3,768		4,022
Assets held for sale(1)	$	5,588	$	17,177
Liabilities related to assets held for sale(1)(2)	$	1,560	$	3,409

__________________________________

(1)    All assets and liabilities held for sale were classified as current as it’s probable the sale will be completed within one year.

(2)    Liabilities related to assets held for sale were comprised of accounts payable and accrued liabilities.

The revenues and net loss attributable to the business classified as held for sale were immaterial for the three and six months ended June 30, 2023 and 2022.

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PREPAID EXPENSES AND OTHER ASSETS

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets Disclosure

PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of June 30, 2023 and December 31, 2022, prepaid expenses and other current assets was comprised of the following:

	June 30,		December 31,
(in thousands)	2023		2022
Services and license agreements	$	30,342	$	31,396
Due from payment service providers	29,009		30,621
Marketing	9,809		8,042
Deposits	8,845		2,016
Sales tax	7,697		5,900
Gaming taxes and licenses	6,362		4,644
Purse funds	4,863		8,093
Prepaid insurance	1,147		6,374
Other	5,208		3,631
Total prepaid expenses and other current assets	$	103,282	$	100,717

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PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure

PROPERTY AND EQUIPMENT

As of June 30, 2023 and December 31, 2022, property and equipment was comprised of the following:

	June 30,		December 31,
(in thousands)	2023		2022
Land	$	238,997	$	259,378
Land improvements	159,328		31,197
Building and improvements	547,593		752,964
Equipment	230,325		246,340
Furniture and fixtures	67,506		63,753
Construction in process	149,047		116,181
Total property, plant and equipment	1,392,796		1,469,813
Less: Accumulated depreciation	(237,039)		(267,711)
Property and equipment, net	$	1,155,757	$	1,202,102

Depreciation expense relating to property and equipment was $19.0 million and $37.6 million for the three and six months ended June 30, 2023, respectively, and $16.1 million and $32.9 million for the three and six months ended June 30, 2022, respectively. During the three and six months ended June 30, 2023, there was $2.1 million and $5.0 million of capitalized interest, respectively, and during the three and six months ended June 30, 2022, there was $0.4 million and $0.7 million of capitalized interest, respectively.

Bally’s Chicago

A wholly-owned indirect subsidiary of the Company, Bally’s Chicago Operating Company, LLC entered into a Lease Termination and Short Term License Agreement with Chicago Tribune Company, LLC (“Tribune”), effective March 31, 2023, which among other things provides that the Company will have possession of 777 West Chicago Avenue, Chicago Illinois 60610 (the “Permanent Chicago Site”) on or before July 5, 2024, subject to $150 million in payments by the Company to Tribune payable in full upon Tribune vacating the site on or prior to July 5, 2024 (the “Payment”). $140 million of the Payment is secured by cash-collateralized letters of credit, issued by Citizens Bank. Cash collaterals are reported as restricted cash, with the long-term portion included within Other assets, as of June 30, 2023.

The Company recorded the short-term portion of the payments of $85.6 million within “Accrued liabilities” and the remaining $49.7 million within Other long-term liabilities, with an offsetting increase to “Property and equipment, net” within the condensed consolidated balance sheets as of June 30, 2023.

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GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2023

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 six months ended June 30, 2023 is as follows (in thousands):

	Casinos & Resorts		North America Interactive		International Interactive		Total
Goodwill as of December 31, 2022(1)	$	209,257	$	39,740	$	1,497,205	$	1,746,202
Goodwill from current year business acquisition	—		—		18,139		18,139
Effect of foreign exchange	—		160		55,015		55,175
Purchase accounting adjustments on prior year business acquisition	204		—		—		204
Goodwill as of June 30, 2023(1)	$	209,461	$	39,900	$	1,570,359	$	1,819,720

__________________________________

(1)    Amounts are shown net of accumulated goodwill impairment charges of $5.4 million and $140.4 million for Casinos and Resorts and North America Interactive, respectively.

The change in intangible assets, net for the six months ended June 30, 2023 is as follows (in thousands):

Intangible assets, net as of December 31, 2022	$	1,961,938
Intangible assets from current year business combinations	29,471
Change in TRA with Sinclair(1)	(752)
Effect of foreign exchange	37,389
Internally developed software	15,503
Other intangibles acquired	10,807
Less: Amortization	(116,107)
Intangible assets, net as of June 30, 2023	$	1,938,249

__________________________________

(1)    Refer to Note 2 “Significant Accounting Policies” for further information.

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

	Weighted average remaining life (in years)	June 30, 2023
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(1)	7.6	$	313,833	$	(74,474)	$	239,359
Trade names	5.3	21,360		(16,738)		4,622
Hard Rock license	24.0	8,000		(2,182)		5,818
Customer relationships	5.3	964,697		(241,138)		723,559
Developed technology	5.3	265,239		(66,310)		198,929
Internally developed software	3.1	45,039		(16,856)		28,183
Gaming licenses	6.7	43,919		(8,211)		35,708
Other	2.4	5,237		(2,792)		2,445
Total amortizable intangible assets		1,667,324		(428,701)		1,238,623
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	529,171		—		529,171
Trade names	Indefinite	169,298		—		169,298
Other	Indefinite	1,157		—		1,157
Total unamortizable intangible assets		699,626		—		699,626
Total intangible assets, net		$	2,366,950	$	(428,701)	$	1,938,249

__________________________________

(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.

	Weighted average remaining life (in years)	December 31, 2022
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(2)	8.1	$	314,585	$	(58,982)	$	255,603
Trade names	2.7	17,750		(16,196)		1,554
Hard Rock license	24.5	8,000		(2,061)		5,939
Customer relationships	5.8	907,199		(166,155)		741,044
Developed technology	5.7	256,512		(45,769)		210,743
Internally developed software	4.0	26,520		(5,444)		21,076
Gaming licenses	7.8	34,016		(4,892)		29,124
Other	2.6	4,917		(2,110)		2,807
Total amortizable intangible assets		1,569,499		(301,609)		1,267,890
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	529,171		—		529,171
Trade names	Indefinite	164,391		—		164,391
Other	Indefinite	486		—		486
Total unamortizable intangible assets		694,048		—		694,048
Total intangible assets, net		$	2,263,547	$	(301,609)	$	1,961,938

__________________________________

(2)    See note (1) above.

Amortization of intangible assets was approximately $60.2 million and $58.7 million for the three months ended June 30, 2023 and 2022, respectively, and approximately $116.1 million and $120.8 million for the six months ended June 30, 2023 and 2022, respectively.

The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of June 30, 2023:

(in thousands)
Remaining 2023	$	113,069
2024	229,095
2025	220,223
2026	218,208
2027	217,555
Thereafter	240,473
Total	$	1,238,623

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

Except for the assets and liabilities held for sale and the corresponding impairment described in Note 7, there were no assets and liabilities measured at fair value on a nonrecurring basis. 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:

		June 30, 2023
(in thousands)	Balance Sheet Location	Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents	$	183,611	$	—	$	—
Restricted cash	Restricted cash	139,237		—		—
Restricted cash	Other assets	50,000		—		—
Convertible loans	Prepaid expenses and other current assets	876		—		—
Convertible loans	Other assets	—		—		11,474
Investments in equity securities	Other assets	3,019		—		—
Investment in GLPI partnership	Other assets	—		13,891		—
Total		$	376,743	$	13,891	$	11,474
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	—	$	—	$	29,696
Total		$	—	$	—	$	29,696

		December 31, 2022
(in thousands)	Balance Sheet Location	Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents	$	212,515	$	—	$	—
Restricted cash	Restricted cash	52,669		—		—
Convertible loans	Prepaid expenses and other current assets	657		—		—
Convertible loans	Other assets	—		—		10,212
Investments in equity securities	Other assets	2,395		—		—
Total		$	268,236	$	—	$	10,212
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	—	$	—	$	36,987
Contingent consideration	Accrued liabilities	—		—		8,220
Total		$	—	$	—	$	45,207

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:

(in thousands)	Sinclair Performance Warrants		Contingent Consideration		Convertible Loans		Total
Beginning as of December 31, 2022	$	36,987	$	8,220	$	10,212	$	55,419
Additions in the period (acquisition fair value)	—		—		500		500
Change in fair value	267		1,241		126		1,634
Ending as of March 31, 2023	$	37,254	$	9,461	$	10,838	$	57,553
Additions in the period (acquisition fair value)	—		—		500		500
Reductions in the period	—		(9,292)		—		(9,292)
Change in fair value	(7,558)		(169)		136		(7,591)
Ending as of June 30, 2023	$	29,696	$	—	$	11,474	$	41,170

(in thousands)	Sinclair Performance Warrants		Contingent Consideration		Convertible Loans		Total
Beginning as of December 31, 2021	$	69,564	$	34,931	$	2,025	$	106,520
Additions in the period (acquisition fair value)	—		—		167		167
Reductions in the period	—		(15,862)		—		(15,862)
Change in fair value	(13,379)		(5,992)		(54)		(19,425)
Ending as of March 31, 2022	$	56,185	$	13,077	$	2,138	$	71,400
Additions in the period (acquisition fair value)	—		—		500		500
Change in fair value	(20,032)		(4,376)		(152)		(24,560)
Ending as of June 30, 2022	$	36,153	$	8,701	$	2,486	$	47,340

The gains (losses) recognized in the condensed consolidated statement of operations for derivatives not designated as hedging instruments during the three and six months ended June 30, 2023 and 2022 are as follows:

	Condensed Consolidated Statements of Operations Location	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)		2023		2022		2023		2022
Sinclair Performance Warrants	Change in value of naming rights liabilities	$	7,558	$	20,032	$	7,291	$	33,411

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 between 63% and 66%, risk free rates between 1.02% and 4.01%, the Company’s common stock price for each period and expected terms between 3.4 and 8.0 years.

Sinclair Options

Sinclair Options are accounted for as an equity classified instrument under ASC 815, Derivatives and Hedging. The fair value of the options are 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. The fair value of the Options was $59.7 million as of June 30, 2023 and December 31, 2022 and is recorded within “Additional paid-in-capital” in the condensed consolidated balance sheets.

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 $58.7 million as of the acquisition dates. After the acquisition dates and until the contingencies were resolved, the fair value of contingent consideration payable was adjusted each reporting period based primarily on the expected probability of achievement of the contingency targets which were subject to management’s estimate and the Company’s stock price. These changes in fair value are recognized within “Other, non-operating expenses, net” of the condensed consolidated statements of operations. During the first quarter of 2022, the Company settled contingent consideration of $15.9 million, comprised of 393,778 immediately exercisable penny warrants and 107,832 shares of Bally’s Corporation common stock and $0.1 million in cash. During the second quarter of 2023, the Company settled the remaining contingent consideration of $9.3 million, comprised of 386,926 immediately exercisable penny warrants, 103,656 shares of Bally’s Corporation common stock and a de minimus payment in cash, all in satisfaction of contingencies related to the respective acquisition agreements.

Convertible Loans

The Company has certain agreements with vendors to provide a portfolio of games to its customers. Pursuant to these agreements, the Company has issued loans to its vendors and has an option to convert the loans to shares of the vendors’ equity, exercisable within a specified time period. The Company recorded the short-term portion of the instruments within “Prepaid expenses and other current assets” and the long-term portion of the instruments within “Other assets” at their fair value. The fair value of the loans to vendors with share prices quoted on active markets are classified within Level 1 of the hierarchy and the fair value of the loans to vendors with share values based on unobservable inputs are classified within Level 3 of the hierarchy, both with changes to fair value included within “Other non-operating expenses, net” of the condensed consolidated statements of operations.

Investments in Equity Securities

The Company has a long term investment in an unconsolidated entity which it accounts for under the equity method of accounting. The Company has elected the fair value option allowed by ASC 825, Financial Instruments, with respect to this investment. Under the fair value option, the investment is remeasured at fair value at each reporting period through earnings. The Company measures fair value using quoted prices in active markets that are classified within Level 1 of the hierarchy, with changes to fair value included within “Other non-operating expenses, net” of the condensed consolidated statements of operations.

Investment in GLPI Partnership

The Company holds a limited partnership interest in GLP Capital, L.P., the operating partnership of GLPI. The investment is reported at fair value based on Level 2 inputs, with changes to fair value included within “Other non-operating expenses, net” of the condensed consolidated statements of operations.

Long-Term Debt

The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of the Company’s long-term debt is net of debt issuance costs and debt discounts. Refer to Note 14 “Long-Term Debt” for further information.

	June 30, 2023				December 31, 2022
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility	$	1,877,654	$	1,862,783	$	1,884,082	$	1,872,238
5.625% Senior Notes due 2029	735,457		567,963		734,497		555,000
5.875% Senior Notes due 2031	719,059		543,776		732,976		529,905

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ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

ACCRUED LIABILTIES

ACCRUED LIABILITIES

As of June 30, 2023 and December 31, 2022, accrued liabilities consisted of the following:

(in thousands)	June 30, 2023		December 31, 2022
Gaming liabilities	$	180,499	$	168,386
Bally’s Chicago - land development liability	85,619		—
Compensation	67,034		60,463
Interest payable	33,508		36,173
GLPI advance deposit(1)	—		200,000
Other	100,942		108,909
Total accrued liabilities	$	467,602	$	573,931

__________________________________

(1)    Refer to Note 15 “Leases” for further information.

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RESTRUCTURING

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

ACQUISITION, INTEGRATION AND RESTRUCTURING

RESTRUCTURING EXPENSE

On January 18, 2023, the Company announced a restructuring plan (the “Plan”) of the Interactive business intended to reduce operating costs and continue the Company’s commitment to achieving profitable operations in its North America Interactive segment. The Plan included a reduction of the Company’s current Interactive workforce by up to 15 percent. During the three and six months ended June 30, 2023, the Company incurred restructuring charges of $3.4 million and $20.3 million, respectively, attributable to the workforce reduction representing employee transition costs and severance. These costs are included within “General and administrative” of the condensed consolidated statement of operations.

The restructuring charges by segment are summarized as follows:

(in thousands)	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
North America Interactive	$	1,789	$	7,647
International Interactive	1,595		10,927
Other	56		1,688
Total restructuring charge	$	3,440	$	20,262

The restructuring activity for the six months ended June 30, 2023 is as follows:

(in thousands)	Workforce Reduction
Balance as of December 31, 2022	$	—
Charges	20,262
Payments	(16,703)
Balance as of June 30, 2023	$	3,559

The restructuring liability as of June 30, 2023 is included within “Accrued liabilities” on the condensed consolidated balance sheets.

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LONG-TERM DEBT

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

As of June 30, 2023 and December 31, 2022, long-term debt consisted of the following:

(in thousands)	June 30, 2023		December 31, 2022
Term Loan Facility	$	1,915,825	$	1,925,550
Revolving Credit Facility	15,000		137,000
5.625% Senior Notes due 2029	750,000		750,000
5.875% Senior Notes due 2031	735,000		750,000
Less: Unamortized original issue discount	(25,715)		(27,729)
Less: Unamortized deferred financing fees	(42,940)		(46,266)
Long-term debt, including current portion	3,347,170		3,488,555
Less: Current portion of Term Loan and Revolving Credit Facility	(29,450)		(19,450)
Long-term debt, net of discount and deferred financing fees; excluding current portion	$	3,317,720	$	3,469,105

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 “Senior Notes”). The Senior Notes were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and U.S. Bank National Association, as trustee. Certain of the net proceeds from the Senior Notes offering were placed in escrow accounts for use in connection with the Gamesys acquisition. On October 1, 2021, upon the closing of the Gamesys acquisition, the Company assumed the issuer obligation under the Senior Notes. The Senior Notes are guaranteed, jointly and severally, by each of the Company’s restricted subsidiaries that guarantees the Company’s obligations under its Credit Agreement.

The 2029 Notes mature on September 1, 2029 and the 2031 Notes mature on September 1, 2031. Interest is payable on the Senior Notes in cash semi-annually on March 1 and September 1 of each year, beginning on March 1, 2022.

The Company may redeem some or all of the 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 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 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 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.

During the six months ended June 30, 2023, the Company repurchased and retired $15.0 million of the 2031 Notes at a weighted average price of 70.80% of the principal. In connection with the repurchase of these 2031 Notes, the Company recorded a gain on extinguishment of debt of $4.0 million recorded within “Other non-operating income (expense), net” in the condensed consolidated statements of operations.

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

Credit Facility

On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto, providing for senior secured financing of up to $2.565 billion, consisting of a senior secured term loan facility in an aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which will mature in 2026.

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

The credit facilities are guaranteed by the Company’s restricted subsidiaries, subject to certain exceptions, and secured by a first-priority lien on substantially all of the Company’s and each of the guarantors’ assets, subject to certain exceptions.

As of June 30, 2023, with the discontinuation of the LIBOR reference rate, borrowings under the credit facilities bear interest at a rate equal to, at the Company’s option, either (1) the term secured overnight financing rate (“SOFR”), adjusted for certain additional costs and subject to a floor of 0.50% in the case of term loans and 0.00% in the case of revolving loans or (2) a base rate determined by reference to the greatest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the one-month SOFR rate plus 1.00%, (d) solely in the case of term loans, 1.50% and (e) solely in the case of revolving loans, 1.00%, in each case of clauses (1) and (2), plus an applicable margin. In addition, on a quarterly basis, the Company is required to pay each lender under the Revolving Credit Facility a 0.50% or 0.375% commitment fee in respect of commitments under the Revolving Credit Facility, with the applicable commitment fee determined based on the Company’s total net leverage ratio.

The credit facilities contain covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments and grant liens. These covenants are subject to exceptions and qualifications set forth in the Credit Agreement. The Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment. As of June 30, 2023, the Company’s borrowings under the Revolving Credit Facility did not exceed 30% and therefore, financial covenants did not apply.

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LEASES

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

LEASES

LEASES

Operating Leases

The Company is committed under various operating lease agreements for real estate and property used in operations. Certain leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options. Certain of these leases include percentage rent payments based on property revenues and/or rent escalation provisions determined by increases in the consumer price index (“CPI”). These percentage rent and escalation provisions are treated as variable lease payments and recognized as lease expense in the period in which the obligation for those payments are incurred. Discount rates used to determine the present value of the lease payments are based on the Company’s incremental borrowing rate commensurate with the term of the lease.

The Company had total operating lease liabilities of $1.22 billion and $836.1 million as of June 30, 2023 and December 31, 2022, respectively, and right of use assets of $1.19 billion and $808.9 million as of June 30, 2023 and December 31, 2022, respectively, which were included in the condensed consolidated balance sheets.

GLPI Leases

As of June 30, 2023, the Company’s Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties are leased under the terms of a master lease agreement (the “Master Lease”) with GLPI. All GLPI leases are accounted for as operating leases within the provisions of ASC 842 over the lease term or until a re-assessment event occurs. The Master Lease has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $100.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of June 30, 2023.

In connection with the sale of the real estate for Bally’s Quad Cities and Bally’s Black Hawk during the second quarter of 2022, the Company received proceeds of $150.0 million and recognized a gain of $50.8 million. The gains recorded on the transactions represent the difference in the respective transaction prices and the derecognition of assets and are recorded within “General and administrative” in the condensed consolidated statements of operations.

On January 3, 2023, the Company completed a transaction with GLP Capital, L.P., the operating partnership of GLPI, related to the land and real estate assets of Bally’s Tiverton and Hard Rock Biloxi for total consideration of $625.4 million. The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds was used to reduce the Company’s debt. These properties were added to the Master Lease, increasing minimum annual payments by $48.5 million. An advance deposit of $200.0 million was received in the third quarter of 2022 in connection with this agreement, which was recorded within “Accrued liabilities” in the condensed consolidated balance sheets as of December 31, 2022. During the six months ended June 30, 2023, the Company recorded a gain of $374.3 million representing the difference in the transaction price and the de-recognition of assets. This gain is reflected as “Gain on sale-leaseback” in the condensed consolidated statements of operations.

In addition to the properties under the Master Lease explained above, the Company also entered into a lease with GLPI for the land associated with Tropicana Las Vegas, which the Company acquired during the third quarter of 2022. This lease has an initial term of 50 years (with a maximum term of 99 years with renewal options) at annual rent of $10.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of June 30, 2023.

Components of lease expense included within “General and administrative” for operating leases during the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Operating leases:
Operating lease cost	$	36,956	$	17,265	$	73,775	$	32,564
Variable lease cost	2,365		2,001		4,835		3,818
Operating lease expense	39,321		19,266		78,610		36,382
Short-term lease expense	3,785		4,966		6,111		8,703
Total lease expense	$	43,106	$	24,232	$	84,721	$	45,085

Supplemental cash flow and other information related to operating leases for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	$	33,215	$	15,820	$	64,992	$	29,007
Right of use assets obtained in exchange for operating lease liabilities	$	7,094	$	148,759	$	403,659	$	150,122

	June 30, 2023		December 31, 2022
Weighted average remaining lease term	18.0 years		20.7 years
Weighted average discount rate	7.5	%	6.7	%

As of June 30, 2023, future minimum lease payments under noncancelable operating leases are as follows:

(in thousands)	June 30, 2023
Remaining 2023	$	67,306
2024	137,525
2025	142,196
2026	141,949
2027	136,794
Thereafter	1,734,278
Total lease payments	2,360,048
Less: present value discount	(1,136,982)
Lease obligations	$	1,223,066

Future minimum lease payments disclosed in the table above include $87.7 million related to extension options that are reasonably certain of being exercised.

Financing Obligation

Bally’s Chicago Operating Company, LLC., an indirect wholly-owned subsidiary of the Company, entered into a ground lease for the land on which Bally’s Chicago will be built, which is accounted for as a financing obligation in accordance with ASC 470 Debt as the transaction did not qualify as a sale under ASC 842. The lease commenced November 18, 2022 and has a 99-year term followed by ten separate 20-year renewals at the Company’s option.

The Company recorded land within property and equipment, net of $200.0 million with a corresponding long-term financing obligation of $200.0 million on its consolidated balance sheets as of December 31, 2022. All lease payments are recorded as interest expense and there is no reduction to the financing obligation over the lease term. Bally’s Chicago made cash payments, and recorded corresponding interest expense of $4.5 million and $8.7 million during the three and six months ended June 30, 2023, respectively.

Lessor

The Company leases its hotel rooms to patrons and records the corresponding lessor revenue in “Non-gaming revenue” within our condensed consolidated statements of operations. The Company had lessor revenues related to the rental of hotel rooms of $51.4 million and $98.7 million for the three and six months ended June 30, 2023, respectively, and $33.9 million and $60.9 million for the three and six months ended June 30, 2022, respectively. Hotel leasing arrangements vary in duration, but are short-term in nature.

The cost and accumulated depreciation of property and equipment associated with hotel rooms is included in “Property and equipment, net” within our condensed consolidated balance sheets.

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EQUITY PLANS

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

EQUITY PLANS

EQUITY PLANS

Equity Incentive Plans

The Company has two equity incentive plans: 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 2015 Incentive Plan provided for the grant of stock options, time-based restricted stock units (“RSUs”), restricted stock awards (“RSAs”), performance-based restricted stock units (“PSUs”) and other 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 were 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 six months ended June 30, 2023, the Company granted 1,472,984 restricted awards with an aggregate intrinsic value of $27.5 million under the 2021 Incentive Plan. As of June 30, 2023, 1,322,867 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 1,879,918 restricted awards outstanding as of June 30, 2023.

Share-Based Compensation

The Company recognized total share-based compensation expense of $6.3 million and $12.3 million for the three and six months ended June 30, 2023, respectively, and $6.3 million and $11.4 million for the three and six months ended June 30, 2022, respectively. The total income tax benefit for share-based compensation arrangements was $1.7 million for both the three months ended June 30, 2023 and 2022, and $3.2 million and $2.9 million for the six months ended June 30, 2023 and 2022, respectively.

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STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

Capital Return Program

Total share repurchase activity during the three and six months ended June 30, 2023 and 2022 was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share data)	2023		2022		2023		2022
Number of common shares repurchased	748,502		—		1,774,845		350,616
Total cost	$	10,705	$	—	$	30,458	$	13,288
Average cost per share, including commissions	$	14.30	$	—	$	17.16	$	37.90

Future share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market conditions and other factors. There is no fixed time period to complete share repurchases.

The Company retired 712,122 shares of its common stock held in treasury during the three months ended June 30, 2023. There were no shares retired during the three months ended June 30, 2022. The Company retired 1,738,465 and 1,146,194 shares of its common stock held in treasury during the six months ended June 30, 2023 and 2022, respectively. The shares were returned to the status of authorized but unissued shares. As of June 30, 2023, there were no shares remaining in treasury.

As of June 30, 2023 and December 31, 2022, $164.1 million and $194.6 million, respectively, remained available for use under the above-mentioned capital return program, subject to regulatory and debt agreements limitations.

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.

Changes to Authorized Shares

On May 18, 2021, following receipt of required shareholder approvals, the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 100 million to 200 million, and authorize the issuance of up to 10 million shares of preferred stock. As of June 30, 2023 and December 31, 2022, no shares of preferred stock have been issued.

Shares Outstanding

As of June 30, 2023, the Company had 45,626,013 common shares issued and outstanding. The Company issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of certain performance targets. These incremental shares are summarized below:

Sinclair Penny Warrants (Note 2)	7,911,724
Sinclair Performance Warrants (Note 2)	3,279,337
Sinclair Options(1) (Note 2)	1,639,669
MKF penny warrants (Note 11)	44,128
Telescope contingent shares (Note 11)	8,626
Outstanding awards under Equity Incentive Plans (Note 16)	1,879,918
	14,763,402

__________________________________

(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.

Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive loss by component, net of tax, for the six months ended June 30, 2023 and 2022, respectively:

(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2022	$	(295,984)	$	344	$	(295,640)
Current period other comprehensive income	90,698		—		90,698
Accumulated other comprehensive loss at June 30, 2023	$	(205,286)	$	344	$	(204,942)

(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2021	$	(25,833)	$	(976)	$	(26,809)
Current period other comprehensive loss	(270,355)		—		(270,355)
Accumulated other comprehensive loss at June 30, 2022	$	(296,188)	$	(976)	$	(297,164)

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Litigation

The Company is a party to various legal and administrative proceedings which have arisen in the ordinary course of its business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to the Company’s consolidated financial condition and those estimated losses are not expected to have a material impact on results of operations. Although the Company maintains what it believes is adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming and unpredictable.

Although no assurance can be given, the Company does not believe that the final outcome of these matters, including costs to defend itself in such matters, will have a material adverse effect on the company’s consolidated financial statements. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

Capital Expenditure Commitments

Bally’s Atlantic City - As part of the regulatory approval process with the State of New Jersey, the Company committed to spend $100 million in capital expenditures over a five year period to invest in and improve the property. The commitment calls for expenditures of no less than $25 million each in 2021, 2022 and 2023 and $85 million in aggregate for 2021, 2022 and 2023. The remaining $15 million of committed capital must be spent over 2024 and 2025. From 2021 through 2025, no less than $35 million must be invested in the hotel and no less than $65 million must be invested in non-hotel projects.

Bally’s Twin River - Per the terms of the Regulatory Agreement in Rhode Island, the Company is committed to invest $100 million in its Rhode Island properties over the term of the master contract through June 30, 2043, including an expansion and the addition of new amenities at Bally’s Twin River.

Bally’s Chicago - Per the host community agreement the Company is required to spend at least $1.34 billion on the design, construction and equipping of the temporary casino and the permanent resort and casino. The actual cost of the development may exceed this minimum capital investment requirement. In addition, land acquisition costs and financing costs, among other types of costs, are not counted toward meeting this requirement.

City of Chicago Guaranty

In connection with the host community agreement, signed by Bally’s Chicago Operating Company, LLC (the “Developer”), a wholly-owned indirect subsidiary of the Company, the Company provided the City of Chicago with a performance guaranty whereby the Company agreed to have and maintain available financial resources in an amount reasonably sufficient to allow the Developer to complete its obligations under the host community agreement. In addition, upon notice from the City of Chicago that the Developer has failed to perform various obligations under the host community agreement, the Company has indemnified the City of Chicago against any and all liability, claim or reasonable and documented expense the City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations.

Bally’s Chicago Casino Fees

Under the Illinois Gambling Act, the Company will be responsible to pay various gaming license fees to the Illinois Gaming Board in connection with the Company’s casino operations. These fees include: (i) a $250,000 land based gaming fee to operate the casino on land prior to commencing operations, (ii) a $250,000 license fee prior to receiving an owners license and gambling operations commence, (iii) gaming position fees equal to the minimum initial fee of $30,000 per gaming position to be paid within 30 days of issuance of an owners license or Temporary Operating Permit (“TOP”), (iv) a $15 million reconciliation fee upon issuance of a TOP or an owners license, whichever is earlier, and (v) a reconciliation fee payment three years after the date operations commenced (in a temporary or permanent facility) in an amount equal to 75% of the adjusted gross receipt (“AGR”) for the most lucrative 12-month period of operations, minus the amount equal to the initial payment per gaming position paid.

Sponsorship Commitments

As of June 30, 2023, the Company has entered into multiple sponsorship agreements with various professional sports leagues and teams. These agreements commit a total of $106.9 million through 2036 and grant the Company rights to use official league marks for branding and promotions, among other benefits.

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SEGMENT REPORTING

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING

The Company has three operating and reportable segments: Casinos & Resorts, North America Interactive and International Interactive. The “Other” category includes interest expense for the Company and certain unallocated corporate operating expenses and other adjustments, including eliminations of transactions among segments to reconcile to the Company’s consolidated results including, among other expenses, share-based compensation, acquisition and other transaction costs and certain non-recurring charges.

The Company’s three reportable segments as of June 30, 2023 are:

Casinos & Resorts - Includes the Company’s 15 casino and resort properties and one horse race track.

North America Interactive - A portfolio of sports betting, iGaming and free-to-play gaming brands.

International Interactive - Gamesys’ European and Asian operations.

As of June 30, 2023, the Company’s operations were predominately in the US, Europe and Asia with a less substantive footprint in other countries world-wide. For geographical reporting purposes, revenue generated outside of the US has been aggregated into the International Interactive reporting segment, and consists primarily of revenue from the UK and Japan. Revenue generated from the UK and Japan represented approximately 26% and 12% of total revenue, respectively, for the three months ended June 30, 2023, and approximately 25% and 12%, respectively for the three months ended June 30, 2022. Revenue generated from the UK and Japan represented approximately 25% and 12% of total revenue, respectively, for the six months ended June 30, 2023, and approximately 26% and 13%, respectively for the six months ended June 30, 2022. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

The Company utilizes Adjusted EBITDA (defined below) as a measure of its performance. Management believes Adjusted EBITDA is representative of its ongoing business operations including its ability to service debt and to fund capital expenditures, acquisitions and operations, in addition to it being a commonly used measure of performance in the gaming industry and used by industry analysts to evaluate operations and operating performance.

The following table sets forth revenue and Adjusted EBITDA for the Company’s three reportable segments and reconciles Adjusted EBITDA on a consolidated basis to net income (loss). The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements.

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Revenue
Casinos & Resorts	$	333,162	$	299,875	$	661,948	$	579,845
North America Interactive	25,270		18,050		49,632		33,277
International Interactive	247,774		234,571		493,346		487,645
Total	$	606,206	$	552,496	$	1,204,926	$	1,100,767
Adjusted EBITDA(1)
Casinos & Resorts	$	79,685	$	88,001	$	153,570	$	161,791
North America Interactive	(17,685)		(20,874)		(28,248)		(40,199)
International Interactive	84,574		82,612		164,875		155,939
Other	(16,536)		(12,710)		(33,804)		(25,802)
Total	130,038		137,029		256,393		251,729
Operating income (expense)
Depreciation and amortization	(79,187)		(74,773)		(153,748)		(153,654)
Transaction costs	(16,434)		(15,520)		(38,452)		(21,543)
Restructuring	(3,440)		—		(20,262)		—
Share-based compensation	(6,290)		(6,322)		(12,330)		(11,417)
Gain on sale-leaseback	135		50,766		374,321		50,766
Impairment charges	(9,653)		—		(9,653)		—
Other	(9,187)		(5,861)		(13,555)		(8,042)
Income from operations	5,982		85,319		382,714		107,839
Other income (expense)
Interest expense, net of interest income	(67,093)		(45,828)		(130,357)		(91,513)
Other	6,811		25,444		9,421		44,923
Total other income (expense), net	(60,282)		(20,384)		(120,936)		(46,590)
(Loss) income before income taxes	(54,300)		64,935		261,778		61,249
Benefit (provision) for income taxes	28,649		(5,434)		(109,093)		141
Net (loss) income	$	(25,651)	$	59,501	$	152,685	$	61,390

__________________________________

(1)    Adjusted EBITDA is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments. Adjusted EBITDA should not be construed as an alternative to GAAP net income, its most directly comparable GAAP measure, nor is it directly comparable to similarly titled measures presented by other companies.

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Capital Expenditures
Casinos & Resorts	$	34,477	$	55,808	$	59,702	$	104,381
North America Interactive	1,032		291		1,558		466
International Interactive	876		5,426		1,657		11,108
Other	39,483		40		56,629		126
Total	$	75,868	$	61,565	$	119,546	$	116,081

Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources and accordingly, are not presented. As of June 30, 2023, the Company’s long-lived assets located outside of the US, consisting primarily of goodwill and intangible assets, were aggregated into the International Interactive reporting segment as disclosed in Note 10 “Goodwill and Intangible Assets.” Over 97% of property and equipment is located within the US.

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EARNINGS (LOSS) PER SHARE

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which future service is required as a condition to the delivery of the underlying common stock.

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2023		2022		2023		2022
Net (loss) income applicable to common stockholders	$	(25,651)	$	59,501	$	152,685	$	61,390
Weighted average common shares outstanding, basic	53,942		60,506		54,173		60,263
Weighted average effect of dilutive securities	—		35		409		69
Weighted average common shares outstanding, diluted	53,942		60,541		54,582		60,332
Basic earnings per share	$	(0.48)	$	0.98	$	2.82	$	1.02
Diluted earnings per share	$	(0.48)	$	0.98	$	2.80	$	1.02

There were 5,193,897 and 5,429,361 share-based awards that were considered anti-dilutive for the three months ended June 30, 2023 and 2022, respectively, and 5,091,986 and 5,247,131 share-based awards that were considered anti-dilutive for the six months ended June 30, 2023 and 2022, respectively.

On November 18, 2020, the Company issued Penny Warrants, Performance 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 Performance 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 six months ended June 30, 2023 and 2022, 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 Agreement.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net income	$ (25,651)	$ 178,336	$ 59,501	$ 1,889	$ 152,685	$ 61,390

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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GENERAL INFORMATION (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Recently Issued Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update address diversity in practice and inconsistency related to recognition of an acquired contract liability and the effect of payment terms on subsequent revenue recognition for the acquirer. This update is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company’s adoption of this ASU in the first quarter of 2023 did not have a material impact to its condensed consolidated financial statements.

In December 2022, the Financial Accounting Standards Board issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The amendments in this update defer the sunset date of Topic 848, which applies to entities which have transactions that reference LIBOR or other reference rates which are expected to be discontinued due to reference rate reform, until December 31, 2024. The Company’s adoption of this ASU in the second quarter of 2023 did not have a material impact to its condensed consolidated financial statements.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted CashCash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or less.

Consolidation, Variable Interest Entity, Policy

Variable Interest Entities

The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary.

In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions.

Interest in Unincorporated Joint Ventures or Partnerships, Policy

Equity Method Investments

On January 1, 2023, the Company and International Game Technology PLC (“IGT”) contributed certain tangible assets and leases to Rhode Island VLT Company, LLC (“RIVLT”) in exchange for equity interests of RIVLT. The Company contributed video lottery terminals (“VLTs”) and player tracking equipment to the joint venture for a 40% equity interest of RIVLT. The 40% ownership in the joint venture qualifies for equity method accounting. In addition to this joint venture, the Company also has another investment in an unconsolidated subsidiary which is accounted for using equity method accounting. The Company records its share of net income or loss within Other non-operating income, net” in the condensed consolidated statements of operations. For the three and six months ended June 30, 2023, the Company recorded a gain on equity method investments of $1.0 million and $3.1 million, respectively.

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SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Accounts Receivable

Accounts receivable, net consists of the following:

	June 30,		December 31,
(in thousands)	2023		2022
Amounts due from Rhode Island and Delaware(1)	$	14,987	$	15,865
Gaming receivables	17,450		19,065
Non-gaming receivables	38,813		42,532
Accounts receivable	71,250		77,462
Less: Allowance for doubtful accounts	(5,649)		(5,789)
Accounts receivable, net	$	65,601	$	71,673

__________________________________

(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 Bally’s Dover.

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CONSOLIDATED FINANCIAL INFORMATION (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule Of General And Administrative Expense

Amounts included in General and administrative for the three and six months ended June 30, 2023 and 2022 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Advertising, general and administrative	$	223,760	$	182,623	$	444,765	$	364,364
Acquisition and integration costs	13,104		10,112		26,885		15,392
Restructuring	3,440		—		20,262		—
Impairment charges	9,653		—		9,653		—
Total general and administrative	$	249,957	$	192,735	$	501,565	$	379,756

Schedule of Other Nonoperating Expense

Amounts included in Other non-operating income (expenses), net for the three and six months ended June 30, 2023 and 2022 were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Change in value of naming rights liabilities	$	7,558	$	20,032	$	7,291	$	33,411
Gain on equity method investments	990		—		3,090		—
Gain on extinguishment of debt	—		—		4,044		—
Foreign exchange (loss) gain	(1,639)		1,813		(5,947)		1,995
Other, net	(98)		3,599		943		9,517
Total other non-operating income (expenses), net	$	6,811	$	25,444	$	9,421	$	44,923

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REVENUE RECOGNITION (Tables)

6 Months Ended

Jun. 30, 2023

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 six months ended June 30, 2023 and 2022:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Hotel	$	24,123	$	19,423	$	46,558	$	35,325
Food and beverage	19,823		18,056		39,297		34,766
Retail, entertainment and other	2,420		2,579		5,011		4,786
	$	46,366	$	40,058	$	90,866	$	74,877

The following tables provide a disaggregation of revenue by segment (in thousands):

Three Months Ended June 30, 2023	Casinos & Resorts		North America Interactive		International Interactive		Total
Gaming	$	231,018	$	19,111	$	243,167	$	493,296
Non-gaming:
Hotel	51,391		—		—		51,391
Food and beverage	35,224		—		—		35,224
Retail, entertainment and other	15,529		6,159		4,607		26,295
Total non-gaming revenue	102,144		6,159		4,607		112,910
Total revenue	$	333,162	$	25,270	$	247,774	$	606,206
Three Months Ended June 30, 2022
Gaming	$	225,716	$	7,868	$	221,504	$	455,088
Non-gaming:
Hotel	33,929		—		—		33,929
Food and beverage	27,435		—		—		27,435
Retail, entertainment and other	12,795		10,182		13,067		36,044
Total non-gaming revenue	74,159		10,182		13,067		97,408
Total revenue	$	299,875	$	18,050	$	234,571	$	552,496
Six Months Ended June 30, 2023
Gaming	$	464,125	$	35,718	$	480,348	$	980,191
Non-gaming:
Hotel	98,723		—		—		98,723
Food and beverage	68,832		—		—		68,832
Retail, entertainment and other	30,268		13,914		12,998		57,180
Total non-gaming revenue	197,823		13,914		12,998		224,735
Total revenue	$	661,948	$	49,632	$	493,346	$	1,204,926
Six Months Ended June 30, 2022
Gaming	$	443,521	$	14,513	$	460,756	$	918,790
Non-gaming:
Hotel	60,864		—		—		60,864
Food and beverage	51,423		—		—		51,423
Retail, entertainment and other	24,037		18,764		26,889		69,690
Total non-gaming revenue	136,324		18,764		26,889		181,977
Total revenue	$	579,845	$	33,277	$	487,645	$	1,100,767

Contract with Customer, Contract Asset, Contract Liability, and Receivable

Liabilities related to contracts with customers as of June 30, 2023 and December 31, 2022 were as follows:

	June 30,		December 31,
(in thousands)	2023		2022
Loyalty programs	$	20,398	$	20,264
Advanced deposits from customers	32,899		27,956
Unpaid wagers	10,712		14,038
Total	$	64,009	$	62,258

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BUSINESS COMBINATIONS (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [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 in connection with the Casinos & Resorts acquisition as of June 30, 2023:

(in thousands)	Tropicana Las Vegas
	Preliminary(2)
Total current assets	$	7,924
Property and equipment, net	136,116
Right of use assets, net	164,884
Intangible assets, net(1)	5,140
Other assets	766
Goodwill	8,794
Total current liabilities	(10,129)
Lease liabilities	(164,884)
Other long-term liabilities	(395)
Total purchase price	$	148,216

__________________________________

(1)    Intangible assets include rated player relationships, a trade name and pre-bookings of $2.6 million, $1.7 million and $0.8 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years, 3 years and 2 years, respectively.

(2)    The Company recorded adjustments to the preliminary purchase price allocation during the six months ended June 30, 2023 which decreased total current assets by $0.2 million, increased goodwill by $0.2 million, decreased total current liabilities by $0.1 million and increased the total purchase price by $0.1 million.

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

(in thousands)	Casino Secret
	Preliminary(2)
Total current assets	$	8,862
Property and equipment, net	50
Right of use assets, net	392
Intangible assets, net(1)	29,471
Goodwill	18,139
Total current liabilities	(7,163)
Lease liabilities	(412)
Total purchase price	$	49,339

__________________________________

(1)    Casino Secret intangible assets include player relationships and trade names of $26.0 million and $3.5 million, respectively, which are both being amortized on a straight-line basis over their estimated useful lives of approximately 7 years.

(2)    The Company did not record adjustments to the preliminary purchase price allocation during the six months ended June 30, 2023.

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ASSETS AND LIABILITIES HELD FOR SALE (Tables)

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The major classes of assets and liabilities classified as held for sale as of June 30, 2023 and December 31, 2022 are as follows:

(in thousands)	June 30, 2023		December 31, 2022
Assets:
Restricted cash, prepaid expenses and other current assets	$	1,820	$	3,756
Goodwill	—		9,399
Intangible assets, net	3,768		4,022
Assets held for sale(1)	$	5,588	$	17,177
Liabilities related to assets held for sale(1)(2)	$	1,560	$	3,409

__________________________________

(1)    All assets and liabilities held for sale were classified as current as it’s probable the sale will be completed within one year.

(2)    Liabilities related to assets held for sale were comprised of accounts payable and accrued liabilities.

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PREPAID EXPENSES AND OTHER ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure

As of June 30, 2023 and December 31, 2022, prepaid expenses and other current assets was comprised of the following:

	June 30,		December 31,
(in thousands)	2023		2022
Services and license agreements	$	30,342	$	31,396
Due from payment service providers	29,009		30,621
Marketing	9,809		8,042
Deposits	8,845		2,016
Sales tax	7,697		5,900
Gaming taxes and licenses	6,362		4,644
Purse funds	4,863		8,093
Prepaid insurance	1,147		6,374
Other	5,208		3,631
Total prepaid expenses and other current assets	$	103,282	$	100,717

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PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

As of June 30, 2023 and December 31, 2022, property and equipment was comprised of the following:

	June 30,		December 31,
(in thousands)	2023		2022
Land	$	238,997	$	259,378
Land improvements	159,328		31,197
Building and improvements	547,593		752,964
Equipment	230,325		246,340
Furniture and fixtures	67,506		63,753
Construction in process	149,047		116,181
Total property, plant and equipment	1,392,796		1,469,813
Less: Accumulated depreciation	(237,039)		(267,711)
Property and equipment, net	$	1,155,757	$	1,202,102

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GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The change in carrying value of goodwill by reportable segment for the six months ended June 30, 2023 is as follows (in thousands):

	Casinos & Resorts		North America Interactive		International Interactive		Total
Goodwill as of December 31, 2022(1)	$	209,257	$	39,740	$	1,497,205	$	1,746,202
Goodwill from current year business acquisition	—		—		18,139		18,139
Effect of foreign exchange	—		160		55,015		55,175
Purchase accounting adjustments on prior year business acquisition	204		—		—		204
Goodwill as of June 30, 2023(1)	$	209,461	$	39,900	$	1,570,359	$	1,819,720

__________________________________

(1)    Amounts are shown net of accumulated goodwill impairment charges of $5.4 million and $140.4 million for Casinos and Resorts and North America Interactive, respectively.

Schedule of Finite-Lived Intangible Assets

The change in intangible assets, net for the six months ended June 30, 2023 is as follows (in thousands):

Intangible assets, net as of December 31, 2022	$	1,961,938
Intangible assets from current year business combinations	29,471
Change in TRA with Sinclair(1)	(752)
Effect of foreign exchange	37,389
Internally developed software	15,503
Other intangibles acquired	10,807
Less: Amortization	(116,107)
Intangible assets, net as of June 30, 2023	$	1,938,249

__________________________________

(1)    Refer to Note 2 “Significant Accounting Policies” for further information.

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

	Weighted average remaining life (in years)	June 30, 2023
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(1)	7.6	$	313,833	$	(74,474)	$	239,359
Trade names	5.3	21,360		(16,738)		4,622
Hard Rock license	24.0	8,000		(2,182)		5,818
Customer relationships	5.3	964,697		(241,138)		723,559
Developed technology	5.3	265,239		(66,310)		198,929
Internally developed software	3.1	45,039		(16,856)		28,183
Gaming licenses	6.7	43,919		(8,211)		35,708
Other	2.4	5,237		(2,792)		2,445
Total amortizable intangible assets		1,667,324		(428,701)		1,238,623
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	529,171		—		529,171
Trade names	Indefinite	169,298		—		169,298
Other	Indefinite	1,157		—		1,157
Total unamortizable intangible assets		699,626		—		699,626
Total intangible assets, net		$	2,366,950	$	(428,701)	$	1,938,249

__________________________________

(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.

	Weighted average remaining life (in years)	December 31, 2022
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(2)	8.1	$	314,585	$	(58,982)	$	255,603
Trade names	2.7	17,750		(16,196)		1,554
Hard Rock license	24.5	8,000		(2,061)		5,939
Customer relationships	5.8	907,199		(166,155)		741,044
Developed technology	5.7	256,512		(45,769)		210,743
Internally developed software	4.0	26,520		(5,444)		21,076
Gaming licenses	7.8	34,016		(4,892)		29,124
Other	2.6	4,917		(2,110)		2,807
Total amortizable intangible assets		1,569,499		(301,609)		1,267,890
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	529,171		—		529,171
Trade names	Indefinite	164,391		—		164,391
Other	Indefinite	486		—		486
Total unamortizable intangible assets		694,048		—		694,048
Total intangible assets, net		$	2,263,547	$	(301,609)	$	1,961,938

__________________________________

(2)    See note (1) above.

Amortization of intangible assets was approximately $60.2 million and $58.7 million for the three months ended June 30, 2023 and 2022, respectively, and approximately $116.1 million and $120.8 million for the six months ended June 30, 2023 and 2022, respectively.

The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of June 30, 2023:

(in thousands)
Remaining 2023	$	113,069
2024	229,095
2025	220,223
2026	218,208
2027	217,555
Thereafter	240,473
Total	$	1,238,623

Schedule of Indefinite-Lived Intangible Assets

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

	Weighted average remaining life (in years)	June 30, 2023
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(1)	7.6	$	313,833	$	(74,474)	$	239,359
Trade names	5.3	21,360		(16,738)		4,622
Hard Rock license	24.0	8,000		(2,182)		5,818
Customer relationships	5.3	964,697		(241,138)		723,559
Developed technology	5.3	265,239		(66,310)		198,929
Internally developed software	3.1	45,039		(16,856)		28,183
Gaming licenses	6.7	43,919		(8,211)		35,708
Other	2.4	5,237		(2,792)		2,445
Total amortizable intangible assets		1,667,324		(428,701)		1,238,623
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	529,171		—		529,171
Trade names	Indefinite	169,298		—		169,298
Other	Indefinite	1,157		—		1,157
Total unamortizable intangible assets		699,626		—		699,626
Total intangible assets, net		$	2,366,950	$	(428,701)	$	1,938,249

__________________________________

(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.

	Weighted average remaining life (in years)	December 31, 2022
(in thousands, except years)		Gross Carrying Amount		Accumulated Amortization		Net
Amortizable intangible assets:
Naming rights - Sinclair(2)	8.1	$	314,585	$	(58,982)	$	255,603
Trade names	2.7	17,750		(16,196)		1,554
Hard Rock license	24.5	8,000		(2,061)		5,939
Customer relationships	5.8	907,199		(166,155)		741,044
Developed technology	5.7	256,512		(45,769)		210,743
Internally developed software	4.0	26,520		(5,444)		21,076
Gaming licenses	7.8	34,016		(4,892)		29,124
Other	2.6	4,917		(2,110)		2,807
Total amortizable intangible assets		1,569,499		(301,609)		1,267,890
Intangible assets not subject to amortization:
Gaming licenses	Indefinite	529,171		—		529,171
Trade names	Indefinite	164,391		—		164,391
Other	Indefinite	486		—		486
Total unamortizable intangible assets		694,048		—		694,048
Total intangible assets, net		$	2,263,547	$	(301,609)	$	1,961,938

__________________________________

(2)    See note (1) above.

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of June 30, 2023:

(in thousands)
Remaining 2023	$	113,069
2024	229,095
2025	220,223
2026	218,208
2027	217,555
Thereafter	240,473
Total	$	1,238,623

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2023

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:

		June 30, 2023
(in thousands)	Balance Sheet Location	Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents	$	183,611	$	—	$	—
Restricted cash	Restricted cash	139,237		—		—
Restricted cash	Other assets	50,000		—		—
Convertible loans	Prepaid expenses and other current assets	876		—		—
Convertible loans	Other assets	—		—		11,474
Investments in equity securities	Other assets	3,019		—		—
Investment in GLPI partnership	Other assets	—		13,891		—
Total		$	376,743	$	13,891	$	11,474
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	—	$	—	$	29,696
Total		$	—	$	—	$	29,696

		December 31, 2022
(in thousands)	Balance Sheet Location	Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	Cash and cash equivalents	$	212,515	$	—	$	—
Restricted cash	Restricted cash	52,669		—		—
Convertible loans	Prepaid expenses and other current assets	657		—		—
Convertible loans	Other assets	—		—		10,212
Investments in equity securities	Other assets	2,395		—		—
Total		$	268,236	$	—	$	10,212
Liabilities:
Sinclair Performance Warrants	Naming rights liabilities	$	—	$	—	$	36,987
Contingent consideration	Accrued liabilities	—		—		8,220
Total		$	—	$	—	$	45,207

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

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:

(in thousands)	Sinclair Performance Warrants		Contingent Consideration		Convertible Loans		Total
Beginning as of December 31, 2022	$	36,987	$	8,220	$	10,212	$	55,419
Additions in the period (acquisition fair value)	—		—		500		500
Change in fair value	267		1,241		126		1,634
Ending as of March 31, 2023	$	37,254	$	9,461	$	10,838	$	57,553
Additions in the period (acquisition fair value)	—		—		500		500
Reductions in the period	—		(9,292)		—		(9,292)
Change in fair value	(7,558)		(169)		136		(7,591)
Ending as of June 30, 2023	$	29,696	$	—	$	11,474	$	41,170

(in thousands)	Sinclair Performance Warrants		Contingent Consideration		Convertible Loans		Total
Beginning as of December 31, 2021	$	69,564	$	34,931	$	2,025	$	106,520
Additions in the period (acquisition fair value)	—		—		167		167
Reductions in the period	—		(15,862)		—		(15,862)
Change in fair value	(13,379)		(5,992)		(54)		(19,425)
Ending as of March 31, 2022	$	56,185	$	13,077	$	2,138	$	71,400
Additions in the period (acquisition fair value)	—		—		500		500
Change in fair value	(20,032)		(4,376)		(152)		(24,560)
Ending as of June 30, 2022	$	36,153	$	8,701	$	2,486	$	47,340

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 six months ended June 30, 2023 and 2022 are as follows:

	Condensed Consolidated Statements of Operations Location	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)		2023		2022		2023		2022
Sinclair Performance Warrants	Change in value of naming rights liabilities	$	7,558	$	20,032	$	7,291	$	33,411

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments

In the table below, the carrying amounts of the Company’s long-term debt is net of debt issuance costs and debt discounts. Refer to Note 14 “Long-Term Debt” for further information.

	June 30, 2023				December 31, 2022
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility	$	1,877,654	$	1,862,783	$	1,884,082	$	1,872,238
5.625% Senior Notes due 2029	735,457		567,963		734,497		555,000
5.875% Senior Notes due 2031	719,059		543,776		732,976		529,905

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ACCRUED LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

As of June 30, 2023 and December 31, 2022, accrued liabilities consisted of the following:

(in thousands)	June 30, 2023		December 31, 2022
Gaming liabilities	$	180,499	$	168,386
Bally’s Chicago - land development liability	85,619		—
Compensation	67,034		60,463
Interest payable	33,508		36,173
GLPI advance deposit(1)	—		200,000
Other	100,942		108,909
Total accrued liabilities	$	467,602	$	573,931

__________________________________

(1)    Refer to Note 15 “Leases” for further information.

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RESTRUCTURING (Tables)

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring Charges

The restructuring charges by segment are summarized as follows:

(in thousands)	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023
North America Interactive	$	1,789	$	7,647
International Interactive	1,595		10,927
Other	56		1,688
Total restructuring charge	$	3,440	$	20,262

Restructuring Reserve

The restructuring activity for the six months ended June 30, 2023 is as follows:

(in thousands)	Workforce Reduction
Balance as of December 31, 2022	$	—
Charges	20,262
Payments	(16,703)
Balance as of June 30, 2023	$	3,559

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LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

As of June 30, 2023 and December 31, 2022, long-term debt consisted of the following:

(in thousands)	June 30, 2023		December 31, 2022
Term Loan Facility	$	1,915,825	$	1,925,550
Revolving Credit Facility	15,000		137,000
5.625% Senior Notes due 2029	750,000		750,000
5.875% Senior Notes due 2031	735,000		750,000
Less: Unamortized original issue discount	(25,715)		(27,729)
Less: Unamortized deferred financing fees	(42,940)		(46,266)
Long-term debt, including current portion	3,347,170		3,488,555
Less: Current portion of Term Loan and Revolving Credit Facility	(29,450)		(19,450)
Long-term debt, net of discount and deferred financing fees; excluding current portion	$	3,317,720	$	3,469,105

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LEASES (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of Quantitative Information of Operating Leases

Components of lease expense included within “General and administrative” for operating leases during the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Operating leases:
Operating lease cost	$	36,956	$	17,265	$	73,775	$	32,564
Variable lease cost	2,365		2,001		4,835		3,818
Operating lease expense	39,321		19,266		78,610		36,382
Short-term lease expense	3,785		4,966		6,111		8,703
Total lease expense	$	43,106	$	24,232	$	84,721	$	45,085

Supplemental cash flow and other information related to operating leases for the three and six months ended June 30, 2023 and 2022 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	$	33,215	$	15,820	$	64,992	$	29,007
Right of use assets obtained in exchange for operating lease liabilities	$	7,094	$	148,759	$	403,659	$	150,122

Supplemental Balance Sheet Information

	June 30, 2023		December 31, 2022
Weighted average remaining lease term	18.0 years		20.7 years
Weighted average discount rate	7.5	%	6.7	%

Schedule of Future Minimum Rental Commitments

As of June 30, 2023, future minimum lease payments under noncancelable operating leases are as follows:

(in thousands)	June 30, 2023
Remaining 2023	$	67,306
2024	137,525
2025	142,196
2026	141,949
2027	136,794
Thereafter	1,734,278
Total lease payments	2,360,048
Less: present value discount	(1,136,982)
Lease obligations	$	1,223,066

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STOCKHOLDERS’ EQUITY (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of Share Repurchase Activity

Total share repurchase activity during the three and six months ended June 30, 2023 and 2022 was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except share and per share data)	2023		2022		2023		2022
Number of common shares repurchased	748,502		—		1,774,845		350,616
Total cost	$	10,705	$	—	$	30,458	$	13,288
Average cost per share, including commissions	$	14.30	$	—	$	17.16	$	37.90

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 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
MKF penny warrants (Note 11)	44,128
Telescope contingent shares (Note 11)	8,626
Outstanding awards under Equity Incentive Plans (Note 16)	1,879,918
	14,763,402

__________________________________

(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.

Schedule of Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive loss by component, net of tax, for the six months ended June 30, 2023 and 2022, respectively:

(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2022	$	(295,984)	$	344	$	(295,640)
Current period other comprehensive income	90,698		—		90,698
Accumulated other comprehensive loss at June 30, 2023	$	(205,286)	$	344	$	(204,942)

(in thousands)	Foreign Currency Translation Adjustment		Benefit Plans		Total
Accumulated other comprehensive loss at December 31, 2021	$	(25,833)	$	(976)	$	(26,809)
Current period other comprehensive loss	(270,355)		—		(270,355)
Accumulated other comprehensive loss at June 30, 2022	$	(296,188)	$	(976)	$	(297,164)

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SEGMENT REPORTING (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Reportable Segment Information

The following table sets forth revenue and Adjusted EBITDA for the Company’s three reportable segments and reconciles Adjusted EBITDA on a consolidated basis to net income (loss). The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements.

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Revenue
Casinos & Resorts	$	333,162	$	299,875	$	661,948	$	579,845
North America Interactive	25,270		18,050		49,632		33,277
International Interactive	247,774		234,571		493,346		487,645
Total	$	606,206	$	552,496	$	1,204,926	$	1,100,767
Adjusted EBITDA(1)
Casinos & Resorts	$	79,685	$	88,001	$	153,570	$	161,791
North America Interactive	(17,685)		(20,874)		(28,248)		(40,199)
International Interactive	84,574		82,612		164,875		155,939
Other	(16,536)		(12,710)		(33,804)		(25,802)
Total	130,038		137,029		256,393		251,729
Operating income (expense)
Depreciation and amortization	(79,187)		(74,773)		(153,748)		(153,654)
Transaction costs	(16,434)		(15,520)		(38,452)		(21,543)
Restructuring	(3,440)		—		(20,262)		—
Share-based compensation	(6,290)		(6,322)		(12,330)		(11,417)
Gain on sale-leaseback	135		50,766		374,321		50,766
Impairment charges	(9,653)		—		(9,653)		—
Other	(9,187)		(5,861)		(13,555)		(8,042)
Income from operations	5,982		85,319		382,714		107,839
Other income (expense)
Interest expense, net of interest income	(67,093)		(45,828)		(130,357)		(91,513)
Other	6,811		25,444		9,421		44,923
Total other income (expense), net	(60,282)		(20,384)		(120,936)		(46,590)
(Loss) income before income taxes	(54,300)		64,935		261,778		61,249
Benefit (provision) for income taxes	28,649		(5,434)		(109,093)		141
Net (loss) income	$	(25,651)	$	59,501	$	152,685	$	61,390

__________________________________

(1)    Adjusted EBITDA is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments. Adjusted EBITDA should not be construed as an alternative to GAAP net income, its most directly comparable GAAP measure, nor is it directly comparable to similarly titled measures presented by other companies.

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Capital Expenditures
Casinos & Resorts	$	34,477	$	55,808	$	59,702	$	104,381
North America Interactive	1,032		291		1,558		466
International Interactive	876		5,426		1,657		11,108
Other	39,483		40		56,629		126
Total	$	75,868	$	61,565	$	119,546	$	116,081

Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources and accordingly, are not presented. As of June 30, 2023, the Company’s long-lived assets located outside of the US, consisting primarily of goodwill and intangible assets, were aggregated into the International Interactive reporting segment as disclosed in Note 10 “Goodwill and Intangible Assets.” Over 97% of property and equipment is located within the US.

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Computations of Basic and Diluted EPS

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2023		2022		2023		2022
Net (loss) income applicable to common stockholders	$	(25,651)	$	59,501	$	152,685	$	61,390
Weighted average common shares outstanding, basic	53,942		60,506		54,173		60,263
Weighted average effect of dilutive securities	—		35		409		69
Weighted average common shares outstanding, diluted	53,942		60,541		54,582		60,332
Basic earnings per share	$	(0.48)	$	0.98	$	2.82	$	1.02
Diluted earnings per share	$	(0.48)	$	0.98	$	2.80	$	1.02

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SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ / shares in Units, $ in Thousands			3 Months Ended			6 Months Ended
	Jun. 01, 2021 USD ($)	Nov. 18, 2020 USD ($) plan $ / shares shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Apr. 20, 2021 $ / shares shares
Property, Plant and Equipment [Line Items]
Assets			$ 6,781,189			$ 6,781,189		$ 6,300,113
Liabilities			5,742,029			5,742,029		5,493,866
Revenue			606,206		$ 552,496	1,204,926	$ 1,100,767
Advertising Expense			3,200		7,300	8,600	14,800
Amortization of intangible assets			60,200		58,700	116,107	120,800
Naming rights liability			98,515			98,515		109,807
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
(Benefit) provision for income taxes			(28,649)		5,434	$ 109,093	$ (141)
Effective Income Tax Rate Reconciliation, Percent						41.70%	(0.20%)
Gain on equity method investments			$ 990		0	$ 3,090	$ 0
Rhode Island Joint Venture
Property, Plant and Equipment [Line Items]
Equity Method Investment, Ownership Percentage			40.00%			40.00%
Bally's Interactive
Property, Plant and Equipment [Line Items]
Advertising Expense			$ 47,800		44,800	$ 93,700	102,500
Variable Interest Entity, Primary Beneficiary | Breckenridge Curacao B.V
Property, Plant and Equipment [Line Items]
Assets			155,300			155,300		93,400
Liabilities			85,900			85,900		77,100
Revenue			76,500		73,900	160,500	160,800
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
Performance Warrant
Property, Plant and Equipment [Line Items]
Exercise price of warrants (in dollars per share) | $ / shares		$ 0.01
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
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
Naming Rights
Property, Plant and Equipment [Line Items]
Amortization of intangible assets			(7,700)		(8,400)	(15,500)	(16,800)
Sinclair Agreement
Property, Plant and Equipment [Line Items]
Naming rights, total fees		$ 88,000
Naming rights liability			58,500			58,500		59,300
Accretion expense			1,100		$ 1,100	2,200	$ 2,200
Tax benefit shared, in percent		0.60
Estimate in tax receivable agreement liability			17,100			17,100		19,400
Sinclair Agreement | Accrued Liabilities
Property, Plant and Equipment [Line Items]
Short-term portion of liability			7,000			7,000		6,000
Sinclair Agreement | Naming Rights Liability
Property, Plant and Equipment [Line Items]
Long-term portion of liability			51,500			51,500		53,300
Sinclair Agreement
Property, Plant and Equipment [Line Items]
Initial term	10 years
Number of renewal options | plan		1
Renewal term		5 years
Naming rights, intangible assets			$ 239,400			$ 239,400		$ 255,600

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SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 71,250	$ 77,462
Less: Allowance for doubtful accounts	(5,649)	(5,789)
Accounts receivable, net	65,601	71,673
Rhode Island and Delaware
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	14,987	15,865
Gaming receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	17,450	19,065
Non-gaming receivables
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 38,813	$ 42,532

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CONSOLIDATED FINANCIAL INFORMATION - Schedule of General and Administrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Advertising, general and administrative	$ 223,760	$ 182,623	$ 444,765	$ 364,364
Acquisition and integration costs	13,104	10,112	26,885	15,392
Restructuring	3,440	0	20,262	0
Impairment charges	9,653	0	9,653	0
Total general and administrative	$ 249,957	$ 192,735	$ 501,565	$ 379,756

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CONSOLIDATED FINANCIAL INFORMATION - Other Non-Operating Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Change in Value of Naming Rights Liabilities	$ 7,558	$ 20,032	$ 7,291	$ 33,411
Gain on equity method investments	990	0	3,090	0
Gain (Loss) on Extinguishment of Debt	0	0	4,044	0
Foreign Currency Transaction Gain (Loss), before Tax	(1,639)	1,813	(5,947)	1,995
Other, net	(98)	3,599	943	9,517
Total other non-operating income (expenses), net	$ 6,811	$ 25,444	$ 9,421	$ 44,923

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RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ (1,039,160)	$ (1,021,612)	$ (806,247)	$ (1,417,925)	$ (1,551,223)	$ (1,615,802)
Retained (Deficit) Earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 351,639	$ 340,793	$ 535,373	$ 127,434	$ 186,935	$ 181,581

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REVENUE RECOGNITION - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) terminal	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) terminal	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Contracts with customers receivables	$ 39,900		$ 39,900		$ 44,000
Contract liabilities	64,009		64,009		62,258
Revenue	$ 606,206	$ 552,496	$ 1,204,926	$ 1,100,767
VLT Revenue | Rhode Island Properties [Member]
Disaggregation of Revenue [Line Items]
Number of video lottery terminals (VLTs) | terminal	3,002		3,002
VLT Revenue | Delaware Property [Member]
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	42.00%		42.00%
Table Games Revenue | Rhode Island Properties [Member]
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	83.50%		83.50%
Table Games Revenue | Delaware Property [Member]
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	80.00%		80.00%
Loyalty Programs
Disaggregation of Revenue [Line Items]
Contract liabilities	$ 20,398		$ 20,398		20,264
Contract liabilities, revenue recognized	9,900	7,700	17,600	15,900
Customer Deposits
Disaggregation of Revenue [Line Items]
Contract liabilities	32,899		32,899		27,956
Unpaid Tickets
Disaggregation of Revenue [Line Items]
Contract liabilities	10,712		10,712		14,038
Online Sports Betting and iGaming Market Access
Disaggregation of Revenue [Line Items]
Contract with Customer, Liability	3,900		3,900		$ 4,100
Gaming
Disaggregation of Revenue [Line Items]
Revenue	$ 493,296	455,088	$ 980,191	918,790
Threshold One | VLT Revenue | Rhode Island Properties [Member]
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	28.85%		28.85%
Threshold Two | VLT Revenue | Rhode Island Properties [Member]
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	26.00%		26.00%
Threshold Three | VLT Revenue | Rhode Island Properties [Member]
Disaggregation of Revenue [Line Items]
Percentage of share of revenues	7.00%		7.00%
International Interactive
Disaggregation of Revenue [Line Items]
Revenue	$ 247,774	234,571	$ 493,346	487,645
International Interactive | Gaming
Disaggregation of Revenue [Line Items]
Revenue	243,167	$ 221,504	480,348	$ 460,756
International Interactive | Gaming | Casino Secret
Disaggregation of Revenue [Line Items]
Revenue	$ 10,000		$ 21,400

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REVENUE RECOGNITION - Loyalty Programs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Goods and services provided without charge	$ 46,366	$ 40,058	$ 90,866	$ 74,877
Hotel
Disaggregation of Revenue [Line Items]
Goods and services provided without charge	24,123	19,423	46,558	35,325
Food and beverage
Disaggregation of Revenue [Line Items]
Goods and services provided without charge	19,823	18,056	39,297	34,766
Retail, entertainment and other
Disaggregation of Revenue [Line Items]
Goods and services provided without charge	$ 2,420	$ 2,579	$ 5,011	$ 4,786

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REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 606,206	$ 552,496	$ 1,204,926	$ 1,100,767
Gaming
Disaggregation of Revenue [Line Items]
Total revenue	493,296	455,088	980,191	918,790
Non-gaming
Disaggregation of Revenue [Line Items]
Total revenue	112,910	97,408	224,735	181,977
Hotel
Disaggregation of Revenue [Line Items]
Total revenue	51,391	33,929	98,723	60,864
Food and beverage
Disaggregation of Revenue [Line Items]
Total revenue	35,224	27,435	68,832	51,423
Retail, entertainment and other
Disaggregation of Revenue [Line Items]
Total revenue	26,295	36,044	57,180	69,690
Casinos & Resorts
Disaggregation of Revenue [Line Items]
Total revenue	333,162	299,875	661,948	579,845
Casinos & Resorts | Gaming
Disaggregation of Revenue [Line Items]
Total revenue	231,018	225,716	464,125	443,521
Casinos & Resorts | Non-gaming
Disaggregation of Revenue [Line Items]
Total revenue	102,144	74,159	197,823	136,324
Casinos & Resorts | Hotel
Disaggregation of Revenue [Line Items]
Total revenue	51,391	33,929	98,723	60,864
Casinos & Resorts | Food and beverage
Disaggregation of Revenue [Line Items]
Total revenue	35,224	27,435	68,832	51,423
Casinos & Resorts | Retail, entertainment and other
Disaggregation of Revenue [Line Items]
Total revenue	15,529	12,795	30,268	24,037
North America Interactive
Disaggregation of Revenue [Line Items]
Total revenue	25,270	18,050	49,632	33,277
North America Interactive | Gaming
Disaggregation of Revenue [Line Items]
Total revenue	19,111	7,868	35,718	14,513
North America Interactive | Non-gaming
Disaggregation of Revenue [Line Items]
Total revenue	6,159	10,182	13,914	18,764
North America Interactive | Hotel
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	0
North America Interactive | Food and beverage
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	0
North America Interactive | Retail, entertainment and other
Disaggregation of Revenue [Line Items]
Total revenue	6,159	10,182	13,914	18,764
International Interactive
Disaggregation of Revenue [Line Items]
Total revenue	247,774	234,571	493,346	487,645
International Interactive | Gaming
Disaggregation of Revenue [Line Items]
Total revenue	243,167	221,504	480,348	460,756
International Interactive | Non-gaming
Disaggregation of Revenue [Line Items]
Total revenue	4,607	13,067	12,998	26,889
International Interactive | Hotel
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	0
International Interactive | Food and beverage
Disaggregation of Revenue [Line Items]
Total revenue	0	0	0	0
International Interactive | Retail, entertainment and other
Disaggregation of Revenue [Line Items]
Total revenue	$ 4,607	$ 13,067	$ 12,998	$ 26,889

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BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Jan. 05, 2023	Sep. 26, 2022	Apr. 13, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Jun. 03, 2021
Business Acquisition [Line Items]
Total consideration paid, net of cash acquired						$ 38,243	$ 0
Acquisition and integration costs				$ 13,104	$ 10,112	26,885	15,392
Goodwill				1,819,720		1,819,720		$ 1,746,202
International Interactive
Business Acquisition [Line Items]
Acquisition and integration costs				0		1,200
Goodwill				1,570,359		1,570,359		1,497,205
Casinos & Resorts
Business Acquisition [Line Items]
Acquisition and integration costs				0	$ 300	800	$ 500
Goodwill				209,461		209,461		$ 209,257
Tropicana Las Vegas Hotel and Casino
Business Acquisition [Line Items]
Total consideration paid		$ 148,200
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents		(1,700)
Total consideration paid, net of cash acquired		$ 146,500
Term of contract (in years)									50 years
Annual rent			$ 10,500
Total purchase price				148,216		148,216
Goodwill				8,794		8,794
Tropicana Las Vegas Hotel and Casino | Maximum
Business Acquisition [Line Items]
Term of contract (in years)									99 years
Casino Secret
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	$ (8,300)
Total consideration paid, net of cash acquired	38,200
Total purchase price	$ 49,300			49,339		49,339
Goodwill				$ 18,139		$ 18,139

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BUSINESS COMBINATIONS - Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		6 Months Ended
	Sep. 26, 2022	Jun. 30, 2023	Jan. 05, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill		$ 1,819,720		$ 1,746,202
Purchase accounting adjustments on prior year business acquisition		204
Tropicana Las Vegas Hotel and Casino
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	$ 1,700
Total current assets		7,924
Property and equipment, net		136,116
Right of use assets, net		164,884
Intangible assets, net(1)		5,140
Goodwill		8,794
Other Noncurrent Assets		766
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities		(10,129)
Lease liabilities		(164,884)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other		(395)
Total purchase price		148,216
Purchase accounting adjustments on prior year business acquisition		200
Preliminary purchase price adjustment, decrease in total current assets		200
Preliminary purchase price adjustment, decrease in total current liabilities		100
Increase to total purchase price		100
Tropicana Las Vegas Hotel and Casino | Customer relationships
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 2,600
Acquired intangible assets, useful life	9 years
Tropicana Las Vegas Hotel and Casino | Trade names
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 1,700
Acquired intangible assets, useful life	3 years
Tropicana Las Vegas Hotel and Casino | Pre-bookings
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 800
Acquired intangible assets, useful life	2 years
Casino Secret
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents			$ 8,300
Total current assets		8,862
Property and equipment, net		50
Right of use assets, net		392
Intangible assets, net(1)		29,471
Goodwill		18,139
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities		(7,163)
Lease liabilities		(412)
Total purchase price		$ 49,339	$ 49,300
Finite-Lived Intangible Asset, Useful Life		7 years
Casino Secret | Customer relationships
Business Acquisition [Line Items]
Intangible assets, net(1)		$ 26,000
Casino Secret | Trade names
Business Acquisition [Line Items]
Intangible assets, net(1)		$ 3,500

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ASSETS AND LIABILITIES HELD FOR SALE (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Goodwill, impairment loss	$ 9,400
Impairment of intangible assets (excluding goodwill)	300
Restricted cash, prepaid expenses and other current assets	1,820	$ 3,756
Goodwill	0	9,399
Intangible assets, net	3,768	4,022
Assets held for sale	5,588	17,177
Liabilities related to assets held for sale	$ 1,560	$ 3,409

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PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Services and License Agreements, Current	$ 30,342	$ 31,396
Due from Payment Service Providers, Current	29,009	30,621
Prepaid Marketing, Current	9,809	8,042
Deposits Assets, Current	8,845	2,016
Prepaid Taxes, Current	7,697	5,900
Prepaid Gaming Taxes And Licenses, Current	6,362	4,644
Purse Funds, Current	4,863	8,093
Prepaid Insurance, Current	1,147	6,374
Other Assets, Current	5,208	3,631
Prepaid expenses and other current assets	$ 103,282	$ 100,717

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PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 1,392,796,000		$ 1,392,796,000		$ 1,469,813,000
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(237,039,000)		(237,039,000)		(267,711,000)
Property and equipment, net	1,155,757,000		1,155,757,000		1,202,102,000
Depreciation expense	19,000,000	$ 16,100,000	37,600,000	$ 32,900,000
Interest Costs Capitalized	2,100,000	$ 400,000	5,000,000	$ 700,000
Lease Termination Payments	150,000,000		150,000,000
Lease Termination Payments Secured By Letters Of Credit	140,000,000		140,000,000
Accrued Liabilities
Property, Plant and Equipment [Line Items]
Lease Termination Payments	85,600,000		85,600,000
Other Noncurrent Liabilities
Property, Plant and Equipment [Line Items]
Lease Termination Payments	49,700,000		49,700,000
Land [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	238,997,000		238,997,000		259,378,000
Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	159,328,000		159,328,000		31,197,000
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	547,593,000		547,593,000		752,964,000
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	230,325,000		230,325,000		246,340,000
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	67,506,000		67,506,000		63,753,000
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 149,047,000		$ 149,047,000		$ 116,181,000

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GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 60,200	$ 58,700	$ 116,107	$ 120,800

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GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 1,746,202
Goodwill from current year business acquisition	18,139
Effect of foreign exchange	55,175
Purchase accounting adjustments on prior year business acquisition	204
Ending balance	1,819,720
Casinos & Resorts
Goodwill [Roll Forward]
Beginning balance	209,257
Goodwill from current year business acquisition	0
Effect of foreign exchange	0
Purchase accounting adjustments on prior year business acquisition	204
Ending balance	209,461
Goodwill, Impaired, Accumulated Impairment Loss	5,400
North America Interactive
Goodwill [Roll Forward]
Beginning balance	39,740
Goodwill from current year business acquisition	0
Effect of foreign exchange	160
Purchase accounting adjustments on prior year business acquisition	0
Ending balance	39,900
Goodwill, Impaired, Accumulated Impairment Loss	140,400
International Interactive
Goodwill [Roll Forward]
Beginning balance	1,497,205
Goodwill from current year business acquisition	18,139
Effect of foreign exchange	55,015
Purchase accounting adjustments on prior year business acquisition	0
Ending balance	$ 1,570,359

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GOODWILL AND INTANGIBLE ASSETS - Rollforward of Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Finite-lived Intangible Assets [Roll Forward]
Intangible assets, net as of December 31, 2022			$ 1,961,938
Intangible assets from current year business combinations			29,471
Change in TRA with Sinclair(1)			(752)
Effect of foreign exchange			37,389
Internally developed software			15,503
Other intangibles acquired			10,807
Less: Amortization	$ (60,200)	$ (58,700)	(116,107)	$ (120,800)
Intangible assets, net as of June 30, 2023	$ 1,938,249		$ 1,938,249

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GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,667,324	$ 1,569,499
Accumulated Amortization	(428,701)	(301,609)
Net	1,238,623	1,267,890
Gross Carrying Amount	699,626	694,048
Gross Carrying Amount	2,366,950	2,263,547
Intangible assets, net	1,938,249	1,961,938
Gaming licenses
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	529,171	529,171
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	169,298	164,391
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,157	$ 486
Naming rights - Sinclair
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	7 years 7 months 6 days	8 years 1 month 6 days
Gross Carrying Amount	$ 313,833	$ 314,585
Accumulated Amortization	(74,474)	(58,982)
Net	$ 239,359	$ 255,603
Trade names
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	5 years 3 months 18 days	2 years 8 months 12 days
Gross Carrying Amount	$ 21,360	$ 17,750
Accumulated Amortization	(16,738)	(16,196)
Net	$ 4,622	$ 1,554
Hard Rock license
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	24 years	24 years 6 months
Gross Carrying Amount	$ 8,000	$ 8,000
Accumulated Amortization	(2,182)	(2,061)
Net	$ 5,818	$ 5,939
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	5 years 3 months 18 days	5 years 9 months 18 days
Gross Carrying Amount	$ 964,697	$ 907,199
Accumulated Amortization	(241,138)	(166,155)
Net	$ 723,559	$ 741,044
Developed technology
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	5 years 3 months 18 days	5 years 8 months 12 days
Gross Carrying Amount	$ 265,239	$ 256,512
Accumulated Amortization	(66,310)	(45,769)
Net	$ 198,929	$ 210,743
Internally developed software
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	3 years 1 month 6 days	4 years
Gross Carrying Amount	$ 45,039	$ 26,520
Accumulated Amortization	(16,856)	(5,444)
Net	$ 28,183	$ 21,076
Gaming licenses
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	6 years 8 months 12 days	7 years 9 months 18 days
Gross Carrying Amount	$ 43,919	$ 34,016
Accumulated Amortization	(8,211)	(4,892)
Net	$ 35,708	$ 29,124
Other
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining life	2 years 4 months 24 days	2 years 7 months 6 days
Gross Carrying Amount	$ 5,237	$ 4,917
Accumulated Amortization	(2,792)	(2,110)
Net	$ 2,445	$ 2,807

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GOODWILL AND INTANGIBLE ASSETS - Schedule of Amortization (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2023	$ 113,069
2024	229,095
2025	220,223
2026	218,208
2027	217,555
Thereafter	240,473
Net	$ 1,238,623	$ 1,267,890

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FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities, Fair Value, Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Level 1
Assets:
Cash and cash equivalents	$ 183,611	$ 212,515
Restricted cash	139,237	52,669
Restricted cash	50,000
Other current assets		657
Convertible loans	876
Convertible loans	0	0
Investments in equity securities	3,019	2,395
Investment in GLPI partnership	0
Total	376,743	268,236
Liabilities:
Sinclair Performance Warrants	0	0
Contingent consideration		0
Total	0	0
Level 2
Assets:
Cash and cash equivalents	0	0
Restricted cash	0	0
Restricted cash	0
Other current assets		0
Convertible loans	0
Convertible loans	0	0
Investments in equity securities	0	0
Investment in GLPI partnership	13,891
Total	13,891	0
Liabilities:
Sinclair Performance Warrants	0	0
Contingent consideration		0
Total	0	0
Level 3
Assets:
Cash and cash equivalents	0	0
Restricted cash	0	0
Restricted cash	0
Other current assets		0
Convertible loans	0
Convertible loans	11,474	10,212
Investments in equity securities	0	0
Investment in GLPI partnership	0
Total	11,474	10,212
Liabilities:
Sinclair Performance Warrants	29,696	36,987
Contingent consideration		8,220
Total	$ 29,696	$ 45,207

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FAIR VALUE MEASUREMENTS - Schedule of Performance Warrants and Acquisition Related Contingent Consideration (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases	$ 500	$ 500	$ 500	$ 167
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Continent Consideration	(9,292)			(15,862)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)	(7,591)	1,634	(24,560)	(19,425)
Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases	0	0	0	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Continent Consideration	0			0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)	(7,558)	267	(20,032)	(13,379)
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases	0	0	0	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Continent Consideration	(9,292)			(15,862)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)	(169)	1,241	(4,376)	(5,992)
Contingent Consideration | Other Assets
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases	500	500	500	167
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Continent Consideration	0			0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease)	136	126	(152)	(54)
Fair Value, Recurring
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance	57,553	55,419	71,400	106,520
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance	41,170	57,553	47,340	71,400
Fair Value, Recurring | Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance	37,254	36,987	56,185	69,564
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance	29,696	37,254	36,153	56,185
Fair Value, Recurring | Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance	9,461	8,220	13,077	34,931
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance	0	9,461	8,701	13,077
Fair Value, Recurring | Contingent Consideration | Other Assets
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance	10,838	10,212	2,138	2,025
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance	$ 11,474	$ 10,838	$ 2,486	$ 2,138

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FAIR VALUE MEASUREMENTS - Schedule of Derivative Instruments Gain (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Warrant
Derivative [Line Items]
Gain (loss) on derivative instruments	$ 7,558	$ 20,032	$ 7,291	$ 33,411

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FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Mar. 23, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Payment for contingent consideration	$ 9,300		$ 15,900
Fair Value, Option, Long-Term Debt Instruments	$ 59,700			$ 59,700
Minimum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected volatility rate				63.00%
Risk free interest rate				1.02%
Expected term				3 years 4 months 24 days
Maximum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected volatility rate				66.00%
Risk free interest rate				4.01%
Expected term				8 years
Penny Warrant and Options
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Equity fair value adjustment		$ 59,700
SportCaller and MKF
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration payable					$ 58,700
Monkey Knife Fight
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent shares issued (in shares)	386,926		393,778	386,926
Horses Mouth Limited (SportCaller)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Payment for contingent consideration	$ 100
Horses Mouth Limited (SportCaller) | Common Stock
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Stock issued for equity purchase (in shares)	103,656		107,832

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FAIR VALUE MEASUREMENTS - Fair Value of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Senior Notes | 5.625% Senior Notes due 2029
Debt Instrument [Line Items]
Interest rate	5.625%
Senior Notes | 5.625% Senior Notes due 2029 | Carrying Amount | Level 1
Debt Instrument [Line Items]
Long-term debt, fair value	$ 735,457	$ 734,497
Senior Notes | 5.625% Senior Notes due 2029 | Fair Value | Level 1
Debt Instrument [Line Items]
Long-term debt, fair value	$ 567,963	555,000
Senior Notes | 5.875% Senior Notes due 2031
Debt Instrument [Line Items]
Interest rate	5.875%
Senior Notes | 5.875% Senior Notes due 2031 | Carrying Amount | Level 1
Debt Instrument [Line Items]
Long-term debt, fair value	$ 719,059	732,976
Senior Notes | 5.875% Senior Notes due 2031 | Fair Value | Level 1
Debt Instrument [Line Items]
Long-term debt, fair value	543,776	529,905
Term Loan Facility | Line of Credit | Carrying Amount | Level 1
Debt Instrument [Line Items]
Long-term debt, fair value	1,877,654	1,884,082
Term Loan Facility | Line of Credit | Fair Value | Level 1
Debt Instrument [Line Items]
Long-term debt, fair value	$ 1,862,783	$ 1,872,238

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ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Sep. 06, 2022	Jun. 30, 2022
Payables and Accruals [Abstract]
Gaming liabilities	$ 180,499	$ 168,386
Bally’s Chicago - land development liability	85,619			$ 0
Compensation	67,034	60,463
Interest payable	33,508	36,173
GLPI advanced deposit	0	200,000	$ 200,000
Other	100,942	108,909
Total accrued liabilities	$ 467,602	$ 573,931

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RESTRUCTURING - Restructuring Charges and Reserve (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jan. 18, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Percentage of positions expected to be eliminated	15.00%
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance				$ 0
Restructuring		$ 3,440	$ 0	20,262	$ 0
Payments				(16,703)
Restructuring reserve, ending balance		3,559		3,559
North America Interactive
Restructuring Reserve [Roll Forward]
Restructuring		1,789		7,647
International Interactive
Restructuring Reserve [Roll Forward]
Restructuring		1,595		10,927
Other
Restructuring Reserve [Roll Forward]
Restructuring		$ 56		$ 1,688

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LONG-TERM DEBT - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Less: Unamortized original issue discount	$ (25,715)	$ (27,729)
Less: Unamortized deferred financing fees	(42,940)	(46,266)
Long-term debt, including current portion	3,347,170	3,488,555
Less: Current portion of Term Loan and Revolving Credit Facility	(29,450)	(19,450)
Long-term debt, net of discount and deferred financing fees; excluding current portion	3,317,720	3,469,105
Line of Credit | Term Loan Facility
Debt Instrument [Line Items]
Long-term debt, gross	1,915,825	1,925,550
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 15,000	137,000
Senior Notes | 5.625% Senior Notes due 2029
Debt Instrument [Line Items]
Interest rate	5.625%
Long-term debt, gross	$ 750,000	750,000
Senior Notes | 5.875% Senior Notes due 2031
Debt Instrument [Line Items]
Interest rate	5.875%
Long-term debt, gross	$ 735,000	$ 750,000

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LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended		6 Months Ended
	Oct. 05, 2021	Oct. 01, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Aug. 05, 2021
Debt Instrument [Line Items]
Gain (Loss) on Extinguishment of Debt			$ 0	$ 0	$ 4,044	$ 0
Senior Notes | New Credit Facilities
Debt Instrument [Line Items]
Principal amount		$ 2,565,000
Maximum capacity on line of credit		30.00%
Senior Notes | New Credit Facilities | Federal Funds Effective Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Senior Notes | New Credit Facilities | Secured Overnight Financing Rate (SOFR)
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
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%
Repayments of Senior Debt	$ 15,000
Redemption price percentage	70.80%
Senior Notes | Senior Notes Due 2031 | Subsidiaries
Debt Instrument [Line Items]
Interest rate								5.875%
Principal amount								$ 750,000
Line of Credit | New Credit Facilities
Debt Instrument [Line Items]
Commitment increase limit		$ 650,000
Commitment increase limit, EBITDA		100.00%
Term Loan Facility | New Credit Facilities
Debt Instrument [Line Items]
Basis spread on variable rate		1.50%
Principal amount		$ 1,945,000
Debt Instrument, Interest Rate Floor		0.50%
Revolving Credit Facility | New Credit Facilities
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Principal amount		$ 620,000
Debt Instrument, Interest Rate Floor		0.00%
Revolving Credit Facility | New Credit Facilities | Minimum
Debt Instrument [Line Items]
Commitment fee		0.50%
Revolving Credit Facility | New Credit Facilities | Maximum
Debt Instrument [Line Items]
Commitment fee		0.375%
Term Loan Facility | Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross			1,915,825		$ 1,915,825		$ 1,925,550
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross			$ 15,000		$ 15,000		$ 137,000

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LEASES - Additional Information (Details)			3 Months Ended		6 Months Ended
	Jan. 03, 2023 USD ($)	Nov. 18, 2022 renewalTerm	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 06, 2022 USD ($)	Jun. 03, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Gain on sale-leaseback			$ 135,000	$ 50,766,000	$ 374,321,000	$ 50,766,000
Right of use assets, net			1,186,749,000		1,186,749,000		$ 808,926,000
Lease liability			1,223,066,000		1,223,066,000		836,100,000
Future operating lease payments			87,700,000		87,700,000
Current portion of lease liabilities			48,129,000		48,129,000		32,929,000
GLPI advanced deposit			0		$ 0		200,000,000	$ 200,000,000
Increase (Decrease) In Lessee, Operating Lease, Annual Minimum Payment	$ 48,500,000
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]					Revenue
Land							200,000,000
Operating Lease, Lease Income			51,400,000	33,900,000	$ 98,700,000	$ 60,900,000
Proceeds from sale of real estate				$ 150,000,000
Financing Obligation
Lessee, Lease, Description [Line Items]
Principal amount							$ 200,000,000
Repayments of Secured Debt			$ 4,500,000		8,700,000
Debt Instrument, Renewal Term, Period		20 years
Debt Instrument, Number Of Renewal Options | renewalTerm		10
Debt Instrument, Term		99 years
GLP Capital, L.P.
Lessee, Lease, Description [Line Items]
Payments to Acquire Real Estate	$ 625,400,000
Dover Downs Real Estate | Tropicana Evansville
Lessee, Lease, Description [Line Items]
Number of renewal terms									4
Annual minimum payment					$ 100,500,000
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
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		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lease, Cost [Abstract]
Operating lease cost	$ 36,956	$ 17,265	$ 73,775	$ 32,564
Variable lease cost	2,365	2,001	4,835	3,818
Operating lease expense	39,321	19,266	78,610	36,382
Short-term lease expense	3,785	4,966	6,111	8,703
Total lease expense	43,106	24,232	84,721	45,085
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	33,215	15,820	64,992	29,007
Right of use assets obtained in exchange for operating lease liabilities	$ 7,094	$ 148,759	$ 403,659	$ 150,122

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LEASES - Supplemental Balance Sheet Information (Details)	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term	18 years	20 years 8 months 12 days
Weighted average discount rate	7.50%	6.70%

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LEASES - Future Minimum Rental Commitments (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Remaining 2023	$ 67,306
2024	137,525
2025	142,196
2026	141,949
2027	136,794
Thereafter	1,734,278
Total lease payments	2,360,048
Less: present value discount	(1,136,982)
Lease obligations	$ 1,223,066	$ 836,100

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EQUITY PLANS (Details) $ in Thousands	3 Months Ended		5 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	May 18, 2021 shares	Jun. 30, 2023 USD ($) plan shares	Jun. 30, 2022 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of incentive plans | plan				2
Share based compensation expense | $	$ 6,290	$ 6,322		$ 12,330	$ 11,417
Share based income tax benefit (expense) | $	$ 1,700	$ 1,700		3,200	$ 2,900
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options exercised, intrinsic value | $				$ 27,500
Restricted stock units issued in period (in shares)				1,472,984
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	1,879,918			1,879,918
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]
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]
Shares available for grant (in shares)	1,322,867			1,322,867

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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) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	May 18, 2021 shares	May 17, 2021 shares	Apr. 20, 2021 USD ($) $ / shares shares
Equity [Abstract]
Available amount remaining under capital return program | $	$ 164,100				$ 164,100		$ 194,600
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
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	748,502		0		1,774,845	350,616
Total cost | $	$ 10,705	$ 19,753	$ 0	$ 13,288	$ 30,458	$ 13,288
Average cost per share, including commissions | $ / shares	$ 14.30		$ 0		$ 17.16	$ 37.90
Treasury shares retired (in shares)	712,122		0		1,738,465	1,146,194
Treasury stock (in shares)	0				0
Common stock issued (in shares)	45,626,013				45,626,013		46,670,057
Common stock outstanding (in shares)	45,626,013				45,626,013		46,670,057
Common stock authorized (in shares)	200,000,000				200,000,000		200,000,000	200,000,000	100,000,000
Preferred stock authorized (in shares)	10,000,000				10,000,000			10,000,000
Preferred stock, shares issued (in shares)	0				0		0

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STOCKHOLDERS’ EQUITY - Shares Outstanding (Details) - $ / shares	Jun. 30, 2023	Apr. 20, 2021	Nov. 18, 2020
Class of Warrant or Right [Line Items]
Number of incremental shares outstanding	14,763,402
Exercise price of warrants (in dollars per share)		$ 55.00
Sinclair
Class of Warrant or Right [Line Items]
Options (in shares)	1,639,669
Exercisable term			7 years
Equity Incentive Plan
Class of Warrant or Right [Line Items]
Outstanding awards under Equity Incentive Plans (in shares)	1,879,918
Penny Warrant
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 0.01
Penny Warrant | 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)			0.01
Performance Warrant | 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)			30.00
Option on Securities | Minimum | Sinclair
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			30.00
Option on Securities | Maximum
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			45.00
Option on Securities | Maximum | Sinclair
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 45.00
Monkey Knife Fight | Penny Warrant
Class of Warrant or Right [Line Items]
Warrants (in shares)	44,128
Telescope
Class of Warrant or Right [Line Items]
Contingent shares (in shares)	8,626

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SHAREHOLDERS’ EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Benefit Plans
Beginning balance	$ 806,247	$ 1,615,802
Ending balance	1,039,160	1,417,925
Accumulated Other Comprehensive Loss
Benefit Plans
Beginning balance	(295,640)	(26,809)
Current period other comprehensive income	90,698	(270,355)
Ending balance	(204,942)	(297,164)
Foreign Currency Translation Adjustment
Benefit Plans
Beginning balance	(295,984)	(25,833)
Current period other comprehensive income	90,698	(270,355)
Ending balance	(205,286)	(296,188)
Benefit Plans
Benefit Plans
Beginning balance	344	(976)
Current period other comprehensive income	0	0
Ending balance	$ 344	$ (976)

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Nov. 18, 2020
Loss Contingencies [Line Items]
Capital expenditures period	5 years
Contractual Obligation	$ 106.9
Capital expenditures, Bally's Atlantic City
Loss Contingencies [Line Items]
Commitments calls for expenditures in year one	25.0
Commitments calls for expenditures in year two	25.0
Commitments calls for expenditures in year three	25.0
Commitments calls for expenditures in years one through three	85.0
Commitments calls for expenditures in years four and five	15.0
Bally’s Atlantic City
Loss Contingencies [Line Items]
Capital expenditures, committed amount		$ 100.0
Capital expenditures, committed amount, hotel		35.0
Capital expenditures, committed amount, non-hotel projects		65.0
Bally's Rhode Island
Loss Contingencies [Line Items]
Capital expenditures, committed amount		$ 100.0
Bally's Chicago
Loss Contingencies [Line Items]
Capital expenditures, committed amount	$ 1,340.0

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SEGMENT REPORTING (Details) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023 USD ($) Property	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($) segment Property	Jun. 30, 2022 USD ($)
Segment Reporting [Abstract]
Number of operating segments | segment					3
Number of reporting segments | segment					3
Number Of Casino And Resort Properties | Property	15				15
Number Of Horse Race Tracks | Property	1				1
Segment Reporting Information [Line Items]
Disclosure on Geographic Areas, Description of Revenue from External Customers					For geographical reporting purposes, revenue generated outside of the US has been aggregated into the International Interactive reporting segment, and consists primarily of revenue from the UK and Japan. Revenue generated from the UK and Japan represented approximately 26% and 12% of total revenue, respectively, for the three months ended June 30, 2023, and approximately 25% and 12%, respectively for the three months ended June 30, 2022. Revenue generated from the UK and Japan represented approximately 25% and 12% of total revenue, respectively, for the six months ended June 30, 2023, and approximately 26% and 13%, respectively for the six months ended June 30, 2022.
Revenue	$ 606,206		$ 552,496		$ 1,204,926	$ 1,100,767
Adjusted EBITDA	130,038		137,029		256,393	251,729
Depreciation and amortization	(79,187)		(74,773)		(153,748)	(153,654)
Transaction costs	(16,434)		(15,520)		(38,452)	(21,543)
Restructuring	(3,440)		0		(20,262)	0
Share-based compensation	(6,290)		(6,322)		(12,330)	(11,417)
Gain on sale-leaseback	135		50,766		374,321	50,766
Impairment charges	(9,653)		0		(9,653)	0
Other	(9,187)		(5,861)		(13,555)	(8,042)
Income from operations	5,982		85,319		382,714	107,839
Interest expense, net of interest income	(67,093)		(45,828)		(130,357)	(91,513)
Other	6,811		25,444		9,421	44,923
Total other income (expense), net	(60,282)		(20,384)		(120,936)	(46,590)
(Loss) income before income taxes	(54,300)		64,935		261,778	61,249
(Benefit) provision for income taxes	28,649		(5,434)		(109,093)	141
Net income	(25,651)	$ 178,336	59,501	$ 1,889	152,685	61,390
Capital Expenditures	$ 75,868		$ 61,565		$ 119,546	$ 116,081
UNITED KINGDOM | Revenue Benchmark | Geographic Concentration Risk
Segment Reporting Information [Line Items]
Concentration Risk, Percentage	26.00%		26.00%		25.00%	25.00%
JAPAN | Revenue Benchmark | Geographic Concentration Risk
Segment Reporting Information [Line Items]
Concentration Risk, Percentage	12.00%		12.00%		12.00%	13.00%
UNITED STATES
Segment Reporting Information [Line Items]
Property, Plant and Equipment, Percentage	97.00%				97.00%
Retail Casinos
Segment Reporting Information [Line Items]
Revenue	$ 333,162		$ 299,875		$ 661,948	$ 579,845
Adjusted EBITDA	79,685		88,001		153,570	161,791
Capital Expenditures	34,477		55,808		59,702	104,381
North America Interactive
Segment Reporting Information [Line Items]
Revenue	25,270		18,050		49,632	33,277
Adjusted EBITDA	(17,685)		(20,874)		(28,248)	(40,199)
Capital Expenditures	1,032		291		1,558	466
International Interactive
Segment Reporting Information [Line Items]
Revenue	247,774		234,571		493,346	487,645
Adjusted EBITDA	84,574		82,612		164,875	155,939
Capital Expenditures	876		5,426		1,657	11,108
Other
Segment Reporting Information [Line Items]
Adjusted EBITDA	(16,536)		(12,710)		(33,804)	(25,802)
Capital Expenditures	$ 39,483		$ 40		$ 56,629	$ 126

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EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net (loss) income	$ (25,651)	$ 59,501	$ 152,685	$ 61,390
Weighted average shares outstanding, basic (in shares)	53,942,000	60,506,000	54,173,000	60,263,000
Weighted average effect of dilutive securities (in shares)	0	35,000	409,000	69,000
Weighted average shares outstanding, diluted (in shares)	53,942,000	60,541,000	54,582,000	60,332,000
Earnings Per Share, Basic and Diluted [Abstract]
Basic (in dollars per share)	$ (0.48)	$ 0.98	$ 2.82	$ 1.02
Diluted (in dollars per share)	$ (0.48)	$ 0.98	$ 2.80	$ 1.02
Share-based awards considered to be anti-dilutive (in shares)	5,193,897	5,429,361	5,091,986	5,247,131