UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20192024
OR
☐
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-38850
trwhblueout.jpgblys_lg_rgb_pos_210420.jpg
TWIN RIVER WORLDWIDE HOLDINGS, INC.Bally’s Corporation
(Exact name of registrant as specified in its charter)

Delaware20-0904604
Delaware20-0904604
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
100 Twin River Road, Lincoln, RI 02865Westminster StreetProvidence,02865RI02903
(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 classTrading SymbolName of each exchange on which registered
Common stock, $0.01 par valueBALYNew 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  ý☒     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  ý☒     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☐
Large accelerated filer¨Accelerated filer¨☒
Non-accelerated filerý☐Smaller reporting company¨☐
Emerging growth companyý☐
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. ý☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨☐   No  ý☒
Securities registered pursuant to Section 12 (b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, $0.01 par valueTRWHNew York Stock Exchange
As of May 8, 2019 there were 41,130,922April 26, 2024, the number of shares of the registrant’s $0.01 par value common stock outstanding.outstanding was 40,484,950.
For additional information regarding the Company’s shares outstanding, refer to Note 16 “Stockholders’ Equity.”




TWIN RIVER WORLDWIDE HOLDINGS, INC.BALLY’S CORPORATION


TABLE OF CONTENTS
Page No.
PART I - FINANCIAL INFORMATION
Page No.
PART I
ITEM 1.
Financial Statements
3
Condensed Consolidated Balance Sheets (unaudited)
3
Condensed Consolidated Statements of Operations and(unaudited)
4
45
Condensed Consolidated Statements of Stockholders’ Equity (unaudited)
56
Condensed Consolidated Statements of Cash Flows (unaudited)
67
Notes to Condensed Consolidated Financial Statements (unaudited)
79
ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2340
Quantitative and Qualitative Disclosures About Market Risk
3252
ITEM 4.
3253
PART II - OTHER INFORMATION
ITEM 1.
3255
ITEM 1A.
Risk Factors
55
55
ITEM 1A.6.
Risk FactorsExhibits
3256
ITEM 2.Signatures
Unregistered Sales of Equity Securities and Use of Proceeds57
33
ITEM 3.
Defaults Upon Senior Securities
32
ITEM 4.
Mine Safety Disclosures
33
ITEM 5.
Other Information
33
ITEM 6.
Exhibits
34
Signatures
35



2
PART I.FINANCIAL INFORMATION

PART I.    FINANCIAL INFORMATION
ITEM 1.    Financial Statements

TWIN RIVER WORLDWIDE HOLDINGS, INC.BALLY’S CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands, except share data)
 March 31,
2019		 December 31,
2018
Assets 
  
Cash and cash equivalents$103,002
 $77,580
Restricted cash9,698
 3,851
Accounts receivable, net32,050
 22,966
Inventory8,587
 6,418
Prepaid expenses and other assets10,978
 11,647
Total current assets164,315
 122,462
Property and equipment, net521,735
 416,148
Right of use assets, net18,350
 —
Goodwill132,035
 132,035
Intangible assets, net113,848
 110,104
Other assets793
 1,603
Total assets$951,076
 $782,352
Liabilities and Shareholders’ Equity   
Current portion of long-term debt$83,595
 $3,595
Current portion of lease obligations1,154
 —
Accounts payable23,969
 14,215
Accrued liabilities67,659
 57,778
Total current liabilities176,377
 75,588
Lease obligations, net of current portion17,184
 —
Pension benefit obligations6,613
 —
Deferred tax liability10,871
 17,526
Long-term debt, net of current portion334,920
 390,578
Other long-term liabilities2,332
 —
Total liabilities548,297
 483,692
Commitments and contingencies

 

Shareholders’ equity:   
Common stock, par value $0.01; 100,000,000 shares authorized; 41,128,181 and 39,421,356 shares issued as of March 31, 2019 and December 31, 2018, respectively; 41,111,841 and 37,989,376 shares outstanding as of March 31, 2019 and December 31, 2018, respectively, net of treasury stock.411
 380
Additional paid in capital182,297
 125,629
Treasury stock, at cost, 16,340 and 1,431,980 shares as of March 31, 2019 and December 31, 2018, respectively.(409) (30,233)
Retained earnings220,480
 202,884
Total shareholders’ equity402,779
 298,660
Total liabilities and shareholders’ equity$951,076
 $782,352
See accompanying notes to condensed consolidated financial statements.


TWIN RIVER WORLDWIDE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)
(In thousands, except per share data)
 Three Months Ended March 31,
 2019 2018
Revenue: 
  
Gaming$90,868
 $79,582
Racing2,940
 3,284
Hotel6,305
 4,454
Food and beverage13,511
 11,488
Other7,007
 5,998
Net revenue120,631
 104,806
    
Operating costs and expenses:   
Gaming21,076
 16,727
Racing2,191
 2,179
Hotel2,714
 1,760
Food and beverage11,107
 8,972
Advertising, general and administrative46,467
 39,160
Expansion and pre-opening—
 34
Newport Grand disposal loss—
 5,885
Depreciation and amortization6,769
 5,212
Total operating costs and expenses90,324
 79,929
Income from operations30,307
 24,877
    
Other income (expense):   
Interest income13
 40
Interest expense, net of amounts capitalized(7,051) (5,739)
Total other expense, net(7,038) (5,699)
    
Income before provision for income taxes23,269
 19,178
    
Provision for income taxes5,673
 6,544
Net income$17,596
 $12,634
Deemed dividends related to changes in fair value of common stock subject to possible redemption—
 (1,305)
Net income applicable to common stockholders$17,596
 $11,329
    
Net income per share, basic$0.46
 $0.31
Weighted average common shares outstanding, basic38,248
 36,823
    
Net income per share, diluted$0.46
 $0.29
Weighted average common shares outstanding, diluted38,367
 38,405
Note: Net income equals comprehensive income for all the periods presented.
March 31,
2024		December 31,
2023
Assets 
Cash and cash equivalents$169,356 $163,194 
Restricted cash141,533 152,068 
Accounts receivable, net66,931 70,328 
Inventory15,719 14,629 
Tax receivable32,491 62,215 
Prepaid expenses and other current assets110,107 108,096 
Assets held for sale— 1,815 
Total current assets536,137 572,345 
Property and equipment, net1,100,733 1,174,888 
Right of use assets, net1,144,815 1,160,288 
Goodwill1,914,853 1,935,803 
Intangible assets, net1,812,638 1,871,428 
Deferred tax asset13,245 36,034 
Other assets113,575 110,317 
Total assets$6,635,996 $6,861,103 
Liabilities and Stockholders’ Equity
Current portion of long-term debt$19,450 $19,450 
Current portion of lease liabilities53,216 54,842 
Accounts payable59,401 69,161 
Accrued income taxes41,150 78,301 
Accrued and other current liabilities702,560 651,719 
Liabilities related to assets held for sale— 1,307 
Total current liabilities875,777 874,780 
Long-term debt, net3,660,920 3,643,185 
Long-term portion of financing obligation200,000 200,000 
Long-term portion of lease liabilities1,139,685 1,148,407 
Deferred tax liability150,520 125,590 
Commercial rights liabilities62,503 113,626 
Other long-term liabilities96,786 119,661 
Total liabilities6,186,191 6,225,249 
Commitments and contingencies (Note 17)
Stockholders’ equity:
Common stock ($0.01 par value, 200,000,000 shares authorized; 40,483,375 and 39,973,202 shares issued; 40,483,375 and 39,973,202 shares outstanding)405 400 
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)— — 
Additional paid-in-capital1,402,384 1,400,479 
Treasury stock, at cost, no shares outstanding as of March 31, 2024 and December 31, 2023— — 
Accumulated deficit(729,809)(555,895)
Accumulated other comprehensive loss(223,603)(209,558)
Total Bally’s Corporation stockholders’ equity449,377 635,426 
Non-controlling interest428 428 
Total stockholders’ equity449,805 635,854 
Total liabilities and stockholders’ equity$6,635,996 $6,861,103 
See accompanying notes to condensed consolidated financial statements.

3



TWIN RIVER WORLDWIDE HOLDINGS, INC.BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITYOPERATIONS (unaudited)
(In thousands, except per share data)


 Common Stock 
Additional
Paid-in Capital
 
Treasury
Stock
 
Retained
Earnings
 
Total Shareholders’
Equity
 Shares Amount    
Balance as of December 31, 201837,989,376
 $380
 $125,629
 $(30,233) $202,884
 $298,660
Release of restricted units161,980
 1
 —
 —
 —
 1
Share-based compensation - equity awards—
 —
 151
 —
 —
 151
Retirement of treasury shares—
 —
 (30,233) 30,233
 —
 —
Share repurchases(16,340) —
 —
 (409) —
 (409)
Stock issued for purchase of Dover Downs2,976,825
 30
 86,750
 —
 —
 86,780
Net income—
 —
 —
 —
 17,596
 17,596
Balance as of March 31, 201941,111,841
 $411
 $182,297
 $(409) $220,480
 $402,779



 Common Stock 
Additional
Paid-in Capital
 
Treasury
Stock
 
Retained
Earnings
 
Total Shareholders’
Equity
 Shares Amount    
Balance as of December 31, 201736,199,704
 $362
 $67,910
 $(22,275) $130,806
 $176,803
Stock options exercised via repayment of non-recourse notes368,000
 4
 9,016
 —
 —
 9,020
Share-based compensation - equity awards—
 —
 506
 —
 —
 506
Release of restricted units25,136
 —
 —
 —
 —
 —
Common stock subject to possible redemption(25,136) —
 (685) —
 —
 (685)
Deemed dividends related to changes in fair value of common stock subject to possible redemption—
 —
 —
 —
 (1,305) (1,305)
Net income—
 —
 —
 —
 12,634
 12,634
Balance as of March 31, 201836,567,704
 $366
 $76,747
 $(22,275) $142,135
 $196,973

Three Months Ended March 31,
 20242023
Revenue: 
Gaming$516,057 $486,895 
Non-gaming102,425 111,825 
Total revenue618,482 598,720 
Operating (income) costs and expenses:
Gaming236,144 217,661 
Non-gaming48,111 52,344 
General and administrative248,436 251,608 
Gain from sale-leaseback, net— (374,186)
Depreciation and amortization159,746 74,561 
Total operating costs and expenses692,437 221,988 
(Loss) income from operations(73,955)376,732 
Other (expense) income:
Interest expense, net(73,131)(63,264)
Other non-operating income, net4,554 2,610 
Total other expense, net(68,577)(60,654)
(Loss) income before income taxes(142,532)316,078 
Provision for income taxes31,382 137,742 
Net (loss) income$(173,914)$178,336 
Basic (loss) earnings per share$(3.61)$3.28 
Weighted average common shares outstanding - basic48,119 54,420 
Diluted (loss) earnings per share$(3.61)$3.24 
Weighted average common shares outstanding - diluted48,119 55,089 
See accompanying notes to condensed consolidated financial statements.

4


TWIN RIVER WORLDWIDE HOLDINGS, INC.
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE INCOME (LOSS) (unaudited)
(In thousands)
 Three Months Ended March 31,
 2019 2018
Cash flows from operating activities: 
  
Net income$17,596
 $12,634
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation of property and equipment5,402
 3,841
Amortization of intangible assets1,367
 1,371
Amortization of right of use assets482
 —
Share-based compensation - liability awards—
 4,512
Share-based compensation - equity awards151
 506
Amortization of deferred financing fees521
 857
Amortization of original issue discount171
 344
Bad debt expense22
 45
Deferred income taxes—
 452
Newport Grand disposal loss—
 5,885
Gain on disposal of property and equipment(2) (5)
Changes in operating assets and liabilities:   
Accounts receivable(3,432) (1,991)
Inventory(278) 557
Prepaid expenses and other assets5,791
 2,852
Accounts payable4,789
 (1,039)
Accrued liabilities(7,103) (2,006)
Lease obligations(494) —
Net cash provided by operating activities24,983
 28,815
Cash flows from investing activities:   
Repayment of loans from officers and directors—
 1,073
Acquisition of Dover Downs Gaming & Entertainment, Inc., net of cash acquired(9,606) —
Capital expenditures, excluding Tiverton Casino Hotel and new hotel at Twin River Casino(4,212) (1,988)
Capital expenditures - Tiverton Casino Hotel(1,277) (31,386)
Capital expenditures - new hotel at Twin River Casino(2,010) (9,136)
Payments associated with gaming license—
 (29)
Net cash used in investing activities(17,105) (41,466)
Cash flows from financing activities:   
Revolver borrowings25,000
 20,000
Term loan repayments(1,200) (30,927)
Stock repurchases(409) —
Stock options exercised via repayment of non-recourse notes—
 889
Net cash provided by (used in) financing activities23,391
 (10,038)
    
Net change in cash and cash equivalents and restricted cash31,269
 (22,689)
Cash and cash equivalents and restricted cash, beginning of period81,431
 93,216
Cash and cash equivalents and restricted cash, end of period$112,700
 $70,527
    
Supplemental disclosure of cash flow information:   
Cash paid for interest$6,286
 $5,255
Cash paid for income taxes$—
 $53
    
Non-cash investing and financing activities:   
Unpaid property and equipment$5,928
 $13,011
Deposit applied to fixed asset purchases$981
 $—
Deemed dividends related to changes in fair value of common stock subject to possible redemption$—
 $1,305
Termination of operating leases via purchase of underlying assets$1,272
 $—
Stock issued for acquisition of Dover Downs Gaming & Entertainment, Inc.$86,780
 $—


Three Months Ended March 31,
20242023
Net (loss) income$(173,914)$178,336 
Other comprehensive (loss) income:
Foreign currency translation adjustments(37,794)52,073 
Net unrealized derivative gain on cash flow hedges, net of tax12,283 — 
Net unrealized derivative gain on net investment hedges, net of tax11,466 — 
Other comprehensive (loss) income(14,045)52,073 
Total comprehensive (loss) income$(187,959)$230,409 



See accompanying notes to condensed consolidated financial statements.

TWIN RIVER WORLDWIDE HOLDINGS, INC.
5
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)
(In thousands, except share data)


 Common StockAdditional
Paid-in Capital		Treasury
Stock		Accumulated DeficitAccumulated Other Comprehensive LossNon-controlling InterestTotal Stockholders’
Equity
 Shares OutstandingAmount
Balance as of December 31, 202339,973,202 $400 $1,400,479 $— $(555,895)$(209,558)$428 $635,854 
Issuance of restricted stock and other stock awards423,805 4 (2,778)— — — — (2,774)
Share-based compensation— — 3,058 — — — — 3,058 
Settlement of consideration86,368 1 (125)— — — — (124)
Other— — 1,750 — — — — 1,750 
Other comprehensive loss— — — — — (14,045)— (14,045)
Net loss— — — — (173,914)— — (173,914)
Balance as of March 31, 202440,483,375 $405 $1,402,384 $— $(729,809)$(223,603)$428 $449,805 

 Common StockAdditional
Paid-in Capital		Treasury
Stock		Accumulated DeficitAccumulated Other Comprehensive LossNon-controlling InterestTotal Stockholders’
Equity
 Shares OutstandingAmount
Balance as of December 31, 202246,670,057 $466 $1,636,366 $— $(535,373)$(295,640)$428 $806,247 
Issuance of restricted stock and other stock awards124,050 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, 202345,767,764 $457 $1,605,087 $— $(340,793)$(243,567)$428 $1,021,612 
See accompanying notes to condensed consolidated financial statements.
6
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended March 31,
(in thousands)20242023
Cash flows from operating activities:  
Net (loss) income$(173,914)$178,336 
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization159,746 74,561 
Non-cash lease expense14,222 13,972 
Share-based compensation3,058 6,040 
Amortization of debt discount and debt issuance costs2,877 2,766 
Gain on sale-leaseback— (374,186)
Gain on extinguishment of debt— (4,044)
Deferred income taxes26,890 58,818 
Net gain on assets and liabilities measured at fair value(3,461)(310)
Gain on equity method investments(555)(2,100)
Change in value of commercial rights liabilities— 267 
Change in contingent consideration payable(1,835)1,206 
Foreign exchange (gain) loss(2,816)4,308 
Other operating activities1,877 (693)
Changes in operating assets and liabilities(33,943)24,947 
Net cash used in operating activities(7,854)(16,112)
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired208 (38,243)
Proceeds from sale-leaseback— 411,000 
Capital expenditures(28,053)(43,678)
Cash paid for capitalized software(13,583)(7,143)
Acquisition of gaming licenses(1,211)(1,900)
Other investing activities(762)(400)
Net cash (used in) provided by investing activities(43,401)319,636 
Cash flows from financing activities:
Issuance of long-term debt135,000 — 
Repayments of long-term debt(119,863)(152,483)
Deferred payables42,195 — 
Share repurchases— (19,753)
Other financing activities(6,005)(1,332)
Net cash provided by (used in) financing activities51,327 (173,568)
Effect of foreign currency on cash and cash equivalents(4,445)2,819 
Change in cash and cash equivalents and restricted cash held for sale— (1,097)
Net change in cash and cash equivalents and restricted cash(4,373)131,678 
Cash and cash equivalents and restricted cash, beginning of period315,262 265,184 
Cash and cash equivalents and restricted cash, end of period$310,889 $396,862 
7
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended March 31,
(in thousands)20242023
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized$100,128 $82,724 
Income taxes paid, net of refunds(10,410)6,113 
Non-cash investing and financing activities:
Unpaid property and equipment$18,854 $32,095 
Bally’s Chicago - land development liability956 142,567 
Unpaid internally developed software633 — 
Investment in GLP Capital, L.P.— 14,412 
Investment in RI Joint Venture— 17,832 



March 31,December 31,
Reconciliation of cash and cash equivalents and restricted cash:20242023
Cash and cash equivalents$169,356 $163,194 
Restricted cash141,533 152,068 
Total cash and cash equivalents and restricted cash$310,889 $315,262 

See accompanying notes to condensed consolidated financial statements.
8
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





1.    GENERAL INFORMATION

Description of Business

Bally’s Corporation (the “Company,” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and resorts and online gaming (“iGaming”) businesses. The Company owns and manages the following properties within its Casinos & Resorts reportable segment:
Casinos & ResortsLocationTypeBuilt/Acquired
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)Lincoln, Rhode IslandCasino and Resort2004
Bally’s Arapahoe ParkAurora, ColoradoRacetrack/OTB Site2004
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)(2)
Biloxi, MississippiCasino and Resort2014
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2)
Tiverton, Rhode IslandCasino and Hotel2018
Bally’s Dover Casino Resort (“Bally’s Dover”)(2)
Dover, DelawareCasino, Resort and Raceway2019
Bally’s Black Hawk(1)(2)
Black Hawk, ColoradoThree Casinos2020
Bally’s Kansas City Casino (“Bally’s Kansas City”)Kansas City, MissouriCasino2020
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)Vicksburg, MississippiCasino and Hotel2020
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)Atlantic City, New JerseyCasino and Resort2020
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)Shreveport, LouisianaCasino and Hotel2020
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)Lake Tahoe, NevadaCasino and Resort2021
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)(2)
Evansville, IndianaCasino and Hotel2021
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)(2)
Rock Island, IllinoisCasino and Hotel2021
Tropicana Las Vegas Casino and Resort (“Tropicana Las Vegas”)(2)(4)
Las Vegas, NevadaCasino and Resort2022
Bally’s Chicago Casino (“Bally’s Chicago”)(3)
Chicago, IllinoisCasino2023
Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”)Bronx, New YorkGolf Course2023

(1)    Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.
(2)    Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 15 “Leases” for further information.
(3)    Temporary casino facility as permanent casino resort is constructed.
(4)    This property closed on April 2, 2024 as part of a plan to redevelop the site with a state-of-the-art integrated resort and ballpark.

The Company’s International Interactive reportable segment primarily includes the interactive activities in Europe and Asia of Gamesys Group Ltd. (“Gamesys”), an iCasino and online bingo platform provider and operator.

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.

Refer to Note 18 “Segment Reporting” for further information.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature
Basis of BusinessPresentation
Twin River Worldwide Holdings, Inc. (the “Company”, “TRWH”) is a diverse, multi-jurisdictional owner and operator of gaming and racing facilities, including slot machines and various casino table games. The Company, through its wholly owned subsidiary Twin River Management Group, Inc. (“TRMG”), owns and manages the Twin River Casino Hotel (“Twin River Casino Hotel”) in Lincoln, Rhode Island, the Tiverton Casino Hotel (“Tiverton Casino Hotel”) in Tiverton, Rhode Island, the Hard Rock Hotel & Casino (“Hard Rock Biloxi”) in Biloxi, Mississippi, the Dover Downs Hotel & Casino (“Dover Downs Casino Hotel”) in Dover, Delaware, and the Arapahoe Park racetrack and Havana Park off-track betting (“Mile High USA”) in Aurora, Colorado. Following the closure of the Newport Grand Casino (“Newport Grand”) in August 2018, we opened the Tiverton Casino Hotel on September 1, 2018. On March 28, 2019, we completed our acquisition of Dover Downs Gaming & Entertainment, Inc., which consisted of Dover Downs Casino Hotel, collectively (“Dover Downs”) and on January 29, 2019, the Company entered into an agreement to acquire three casino properties in Black Hawk, Colorado; See Note 4.“Acquisitions” for further information.
On March 29, 2019, the Company’s common stock was listed on the New York Stock Exchange and began trading under the ticker symbol “TRWH.”
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of the Company, its majority-owned subsidiaries and its wholly-owned subsidiary TRMG and its subsidiaries.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 the consolidation. Certain prior year amounts have been reclassified to conform to the current year'syear’s presentation. The financial statements of our foreign subsidiaries are translated into US Dollars (“USD”) using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement translations are reflected as a separate component of accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in net 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 and regulations 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 (“GAAP”) have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. However, the results of operations for interim periods may not be indicative of the results that may be expected for a full year or any future period.

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, 2018. Except as described below2023.

We have made estimates and judgments affecting the amounts reported in the Notes to theour condensed consolidated financial statements there were no material changes in significant accounting policiesand the accompanying notes. The actual results that we experience may differ materially from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.our estimates.
Stock Dividend
Equity Method Investments

On January 18, 2019,1, 2023, the Board of DirectorsCompany and International Game Technology PLC (“IGT”) contributed certain tangible assets and leases to Rhode Island VLT Company, LLC (the “RI Joint Venture”) in exchange for equity interests of the RI Joint Venture. The Company approvedcontributed video lottery terminals (“VLTs”) and player tracking equipment to the joint venture for a common stock dividend,40% equity interest of the RI Joint Venture. The 40% ownership in the joint venture qualifies for equity method accounting. In addition to this joint venture, the Company also has other investments in unconsolidated subsidiaries, which are accounted for as a stock split.using equity method accounting. The stock split was effected through a stock dividendCompany records its share of three shares for each share outstanding as of the approval date. The effect of this dividend has been retroactively applied to the condensed consolidated financial statements as of and for the period ended December 31, 2018 and resulted in an increase to the number of shares of common stock outstanding as of December 31, 2018 from 9,855,339 to 39,421,356. All share and per share information includednet income or loss within “Other non-operating income, net” in the condensed consolidated financial statements of operations. For the three months ended March 31, 2024 and 2023, the Company recorded a gain on equity method investments of $0.6 million and $2.1 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 been retroactively adjusted to reflect the impactany of the stock dividend.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 sharesprimary beneficiary of common stock authorized remainedthe 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 100risk. 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 March 31, 2024 and December 31, 2023, Breckenridge had total assets of $154.9 million and $161.3 million, respectively, and total liabilities of $85.5 million and $87.7 million, respectively. Breckenridge had revenues of $61.9 million and $84.0 million for the shares retainedthree months ended March 31, 2024 and 2023, respectively.

The Company may change its original assessment of a par value per shareVIE upon subsequent events such as the modification of $0.01.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.

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BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Cash and Cash Equivalents and Restricted Cash
The Company considers all
Cash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or lessless. Restricted cash includes cash collateral in connection with amounts due to be cash equivalents.
As of March 31, 2019the Chicago Tribune (refer to Note 8 “Property and December 31, 2018, restricted cash of $9.7 millionEquipment”), player deposits, payment service provider deposits, and $3.9 million, respectively, was comprised of video lottery terminal (“VLT”)VLT and table games related cash payablepayables to certain states where we operate, which are unavailable for the Company’s use.

Accounts Receivable, Net

Accounts receivable, net consists of the following:
March 31,December 31,
(in thousands)20242023
Amounts due from Rhode Island and Delaware(1)
$14,791 $13,028 
Gaming receivables25,427 26,127 
Non-gaming receivables33,131 37,221 
Accounts receivable73,349 76,376 
Less: Allowance for credit losses(6,418)(6,048)
Accounts receivable, net$66,931 $70,328 

(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 for Bally’s Dover from the State of Delaware.

Deferred Payables

In order to execute on its strategy of improving working capital efficiency, the Company will, from time to time, participate in trade finance or deferred payable initiatives, including programs that may securitize or accelerate liquidity realized from receivables, or alternatively extend trade terms with certain suppliers or vendors. In certain cases, where the Company is not able to extend payment terms directly with suppliers or vendors, the Company will consider deferred payable solutions that simulate such trade term extensions. These solutions generally involve entering into exchange agreements with intermediary institutions who will make payment to the supplier or vendor within the original terms on behalf of the Company, in exchange for a new bill with terms that conforms to the Company’s payment policy of net 90 days. The Company will then pay the new bill to the intermediary institutions, inclusive of any embedded premium, which is unavailablethe Company records as Interest expense, net, within three months or less. Amounts outstanding under these deferred payable arrangements were $41.9 million as of March 31, 2024 and are included in Accrued and other current liabilities on the condensed consolidated balance sheets. For the three months ended March 31, 2024, the Company incurred $0.8 million of interest expense under these arrangements. There was no interest expense incurred under these arrangements for the three months ended March 31, 2023.

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 use. The following table reconciles cashiGaming products and restricted cashservices. These marketing expenses are included within Gaming expenses in the condensed consolidated balance sheets tostatements of operations and were $46.2 million and $45.9 million for the total shownthree months ended March 31, 2024 and 2023, 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 months ended March 31, 2024 and 2023, advertising expense was $5.6 million and $5.4 million, respectively. Advertising costs are included in “General and administrative” on the condensed consolidated statements of cash flows.operations.

TWIN RIVER WORLDWIDE HOLDINGS, INC.
11
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Share-Based Compensation
 March 31, December 31,
(in thousands)2019 2018
Cash and cash equivalents$103,002
 $77,580
Restricted cash9,698
 3,851
Total cash and cash equivalents and restricted cash$112,700
 $81,431
Treasury Stock
The Company records the repurchaserecognized total share-based compensation expense of shares of common stock at cost based on the settlement date of the transaction. These shares are classified as treasury stock, which is a reduction to shareholders’ equity. Treasury stock is included in authorized$3.1 million and issued shares but excluded from outstanding shares. The Company retired 1,431,980 shares of its common stock held in treasury during the three months ended March 31, 2019. The shares were returned to the status of authorized but unissued. The Company repurchased 16,340 shares of its common stock at an aggregate cost of $0.4$6.0 million during the three months ended March 31, 2019.
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 Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates fair value due to the short-term nature of these instruments.
The carrying value of the Company’s term loans and revolving credit facilities, including the current portion, approximate fair value as the terms and conditions of these loans are consistent with comparable market debt issuances. These measurements fall within Level 2 of the fair value hierarchy.
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. There were no transfers made among the three levels in the fair value hierarchy for the three months ended March 31, 2019.2024 and 2023, respectively. The total income tax benefit for share-based compensation arrangements was $0.8 million and $1.6 million for the three months ended March 31, 2024 and 2023, respectively.


LeasesStrategic Partnership - Sinclair Broadcast Group
Effective January 1, 2019,
In 2020, the Company accountsand Sinclair Broadcast Group, Inc. (“Sinclair”) entered into a Framework Agreement (the “Framework Agreement”), which provides for its leases undera long-term strategic relationship between Sinclair and the Company. Under the Framework Agreement, the Company issued warrants and options and agreed to share tax benefits and received naming, integration and other rights, including access to Sinclair’s Tennis Channel, Stadium Sports Network and STIRR streaming service. Under a Commercial Agreement (the “Commercial Agreement”) contemplated by the Framework Agreement, the Company paid annual fees to Diamond Sports Group (“Diamond”), a Sinclair subsidiary, for naming rights over Diamond’s regional sports networks (“RSNs”) and other consideration.

The Company accounted for this relationship as an asset acquisition in accordance with the “Acquisition of Assets Rather Than a Business” subsections of ASC 842, Leases. Under this guidance, arrangements meeting the definition of805-50, Business Combinations—Related Issues, using a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of usecost accumulation model. The total intangible asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Discount rates used to determine(“Commercial rights intangible asset”) represents the present value of the lease payments are based on a credit-adjusted secured borrowing rate commensurate withnaming rights fees and other consideration, including the termfair value of the lease. Lease liabilities are increased by interestwarrants and reduced byoptions, and an estimate of the tax-sharing payments, each explained below. The Commercial rights intangible asset, net of accumulated amortization, was $218.2 million and $225.9 million as of March 31, 2024 and December 31, 2023, respectively. Amortization was $7.8 million and $7.7 million for the three months ended March 31, 2024 and 2023, respectively. Refer to Note 9 “Goodwill and Intangible Assets” for further information.

The present value of the naming rights fees was recorded as part of intangible assets, with a corresponding liability, which will be accreted through interest expense. As of December 31, 2023, the total value of the liability was $57.7 million, with $8.0 million recorded within “Accrued and other current liabilities” related to the short-term portion of the liability, and $49.7 million related to the long-term portion of the liability reflected as “Commercial rights liability” in the condensed consolidated balance sheets. Accretion expense reported in “Interest expense, net” in our condensed consolidated statements of operations was $1.1 million for the three months ended March 31, 2023. In the first quarter of 2024, the Company’s obligation to pay Diamond for the naming rights terminated upon the bankruptcy court’s approval of certain settlement terms, which the court approved on March 1, 2024. Refer to Note 17 “Commitments and Contingencies” for further information.

Under the Framework Agreement, 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 rightnumber of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortizationshares issuable upon exercise of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liabilitywarrants and the amortizationoptions are subject to customary anti-dilution adjustments.

The Penny Warrants and Options are equity classified instruments under ASC 815. The fair value of the rightPenny Warrants approximates the fair value of use asset resultsthe underlying shares and was $150.4 million on November 18, 2020 at issuance, and was recorded to “Additional paid-in-capital” in front-loaded expense over the lease term. Variable lease expensescondensed consolidated balance sheets, with an offset to the Commercial rights intangible asset.

The Performance Warrants are recorded when incurred.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.
In calculating
Under the right of use asset and lease liability,Framework Agreement, the Company accounts for bothagreed to share 60% of the lease component and the non-lease component as a single component for all classes of underlying assets. The Company excludes short-term leases having initial terms of 12 months or lesstax benefits it realizes from the new guidancePenny Warrants, Options, Performance Warrants and other related payments. Changes in the estimate of the tax benefit to be realized and tax rates in effect at the time, among other changes, are treated as an accounting policy electionadjustment to the intangible asset. The liability for these obligations was $17.7 million and recognizes rent expense on a straight-line basis over the lease term.$19.1 million as of March 31, 2024 and December 31, 2023, respectively, and is reflected in Commercial rights liabilities within our condensed consolidated balance sheets.

TWIN RIVER WORLDWIDE HOLDINGS, INC.
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BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Provision for Income Taxes
The Company also has leasing arrangements with third-party lessees at its properties. Leasing arrangements for which
During the three months ended March 31, 2024 and 2023, the Company acts asrecorded a lessor are not deemedprovision for income tax of $31.4 million, at an effective year to be material asdate tax rate of (22.0)% and a provision for income tax of $137.7 million, at an effective year to date tax rate of 43.6%, respectively. The 2024 year to date effective tax rate differed from the US federal statutory tax rate of 21%, creating a provision for income tax on the Company’s Loss before income taxes, largely due to an increase in the valuation allowance, coupled with a tax liability for foreign discrete items. 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.

3.    CONSOLIDATED FINANCIAL INFORMATION

General and Administrative Expense

Amounts included in General and administrative for the three months ended March 31, 2019.2024 and 2023 were as follows:
The Company continues to account
Three Months Ended
March 31,
(in thousands)20242023
Advertising, general and administrative$224,971 $221,005 
Acquisition and integration4,852 13,781 
Restructuring18,613 16,822 
Total general and administrative$248,436 $251,608 

Other Non-Operating Income, Net

Amounts included in Other non-operating income, net for leases in the prior period financial statements under ASC Topic 840. See Note 8. “Leases” for further discussion.three months ended March 31, 2024 and 2023 were as follows:
Three Months Ended
March 31,
(in thousands)20242023
Change in value of commercial rights liabilities$— $(267)
Net gain on equity method investments555 2,100 
Gain on extinguishment of debt— 4,044 
Foreign exchange gain (loss)2,816 (4,308)
Other, net1,183 1,041 
Total other non-operating income, net$4,554 $2,610 
2.

4.    RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
Standards to Be Implemented

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous United States Generally Accepted Accounting Principles (“US GAAP”). For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods, which for the Company was the first quarter of 2019) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the entire package of practical expedients described above. Based on the analysis, on January 1, 2019, the Company recorded right of use assets and a corresponding lease liability of approximately $18.8 million. There was no impact to opening retained earnings.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which changes the recognition and presentation requirements of hedge accounting, including eliminating the requirement to separately measure and report hedge ineffectiveness and presenting all items that affect earnings in the same income statement line item as the hedged item. The ASU also provides new alternatives for applying hedge accounting to additional hedging strategies, measuring the hedged item in fair value hedges of interest rate risk, reducing the cost and complexity of applying hedge accounting by easing the requirements for effectiveness testing, hedge documentation and application of the critical terms match method and reducing the risk of a material error correction if a company applies the shortcut method inappropriately. This ASU is effective for public companies in fiscal years beginning after December 15, 2018, which for the Company was the first quarter of 2019. The Company adopted the guidance in this ASU in the first quarter of 2019, with no impact to its condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
In June 2016,October 2023, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update align the requirements in the ASC to the SEC’s regulations. The effective date for each amended topic in the ASC is the date on Financial Instruments. This standard amends several aspectswhich the SEC’s removal of the measurementrelated disclosure requirement from Regulation S-X or Regulation S-K becomes effective. If by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently in the process of credit losses on financial instruments, including trade receivables. The standard replacesevaluating the existing incurred credit loss model with the Current Expected Credit Losses (“CECL”) model and amends certain aspects of accounting for purchased financial assets with deterioration in credit quality since origination. Under CECL, the allowance for losses for financial assets that are measured at amortized cost reflects management’s estimate of credit losses over the remaining expected life of the financial assets, based on historical experience, current conditions and forecasts that affect the collectability of the reported amount. The standard is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted for annual and interim periods beginning after December 15, 2018. Adoption is through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (a modified-retrospective approach). The impact of adoptionthis amendment on the Company’sits condensed consolidated financial statements will depend on, among other things, the economic environment and the type of financial assets held on the date of adoption.related disclosures.

In August 2018, the FASB issued ASU No 2018-14, Compensation –Retirement Benefits – Defined Benefit Plans – General. This amendment improves disclosures over defined benefit plans and is effective for interim and annual periods ending after December 15, 2020 with early adoption allowed. The Company anticipates adopting this amendment during the first quarter of 2021, and does not expect it to have a significant impact on the condensed consolidated financial statements.
TWIN RIVER WORLDWIDE HOLDINGS, INC.
13
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



In August 2018,November 2023, the FASB issued ASU 2018-13, Fair Value MeasurementNo. 2023-07, Segment Reporting (Topic 820),—Disclosure Framework—Changes280) - Improvements to Reportable Segment Disclosures. The amendments in this update enhance the Disclosure Requirementsdisclosures required for Fair Value Measurement, which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2significant segment expenses on an annual and Level 3 fair value measurements. Thisinterim basis. The guidance will apply retrospectively and is effective for fiscal years, and interimannual reporting periods within thosein fiscal years beginning after December 15, 2019. Early adoption is permitted upon issuance of the update.2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The Company does not expectis currently in the adoptionprocess of evaluating the impact of this guidance to have a material impactamendment on its condensed consolidated financial statements.statements and related disclosures.


In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This update will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of this amendment on its condensed consolidated financial statements and related disclosures.
3.
In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements. This amendment to the Codification removes references to various Concepts Statements. This update will be effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted if adopted as of the beginning of the fiscal year that includes that interim period. The Company is currently in the process of evaluating the impact of this amendment on its condensed consolidated financial statements and related disclosures.

5.    REVENUE RECOGNITION

The Company accounts forrecognizes revenue earned from contractsin accordance with customers under ASU No. 2014-09, ASC 606, Revenue from Contracts with Customers (Topic 606)., 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 fivefour principal sources: (1) gaming services,(which includes retail gaming, online gaming, sports betting and racing), (2) hotel, racing,(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.
14
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


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 Twin River Casino Hotel’s, Tiverton Casino Hotel’s (upon its opening on September 1, 2018) and Newport Grand’s (until its closing on August 28, 2018)the share of VLT revenue for Bally’s Twin River and Bally’s Tiverton, in each case, as determined by theireach property’s respective master VLT contracts with the State of Rhode Island. Bally’s Twin River Casino Hotel is entitled to a 28.85% share of VLT revenue on the initial 3,002 units and a 26.00% share ofon VLT revenue generated from units in excess of 3,002 units. Bally’s Tiverton Casino Hotel is (and Newport Grand was) 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 Casino Hotel. 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 RI Joint Venture and the RI Joint Venture, as the sole Technology Provider, is now entitled to that additional 7.00% of VLT revenue.

Gaming revenue also includes Bally’s Twin River Casino Hotel’sRiver’s and Tiverton Casino Hotel’sBally’s Tiverton’s share of table games revenue. Bally’s Twin River Casino Hotel and Bally’s Tiverton Casino Hoteleach were as of March 31, 2019, entitled to an 83.5% share of table games revenue.revenue generated as of March 31, 2024 and 2023. Revenue is recognized when the wager is complete,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 serviceservices on behalf of the State of Rhode Island.

Gaming revenue also includes Dover Downs’Bally’s Dover’s share of revenue as determined under the Delaware State Lottery Code from the date of its acquisition. Bally’s Dover Downs is authorized to conduct video lottery, sports wagering, table game and internet gaming operations as one of three “Licensed Agents” under the Delaware State Lottery Code. Licensing, administration and control of gaming operations in Delaware is under the Delaware State Lottery Office and Delaware’s Department of Safety and Homeland Security, Division of Gaming Enforcement. As of March 31, 2019,2024 and 2023, Bally’s Dover Downs was entitled to an approximatelyapproximate 42% share of VLT revenue and an 80% share of table games revenue. Revenue is recognized when the wager is complete, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company records revenue from its Delaware operations on a net basis, which is the percentage share of VLT and table games revenue received, as the Company acts as an agent in operating the gaming serviceservices on behalf of the State of Delaware.

Gaming revenue also includes Hard Rock Biloxi’s casino revenue of the Company’s other properties which is the aggregate net difference between gaming wins and losses, with liabilitiesdeferred revenue recognized for funds depositedprepaid deposits by customers before gamingprior to play, occurs, for chips outstanding and “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of credits played, are charged to revenue as the amount of the progressive jackpots increase.
Gaming services contracts have two performance obligations for those customers earning incentives under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the condensed consolidated financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program contract liability based on the stand-alone selling price of the incentives earned for a hotel room stay, food and beverage or other amenities. The performance obligations for the incentives earned under the loyalty programs are deferred and recognized as revenue when the customer redeems the incentive. When redeemed, revenue is recognized in the department that provides the goods or service. After allocating revenue to other goods and services provided as part of casino wager contracts, the Company records the residual amount to gaming revenue as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately.
TWIN RIVER WORLDWIDE HOLDINGS, INC.
15
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Online Gaming

The estimated retailCompany’s online gaming operations, similar to land-based casinos, generates revenue from player wagers net of payouts and incentives awarded to players.

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 relatedat 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 goodsplayers. Revenue is recognized as total wagers net of payouts made and services providedincentives awarded to guests without chargeplayers.

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 upon redemption underexpects 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 Company’s player loyalty programsgross 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 departmental revenues, and therefore reducing gaming revenues, are as followsrevenue for the three months ended March 31, 20192024 and 2018:2023. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $3.6 million and $3.7 million as of March 31, 2024 and December 31, 2023, respectively, and is included in “Accrued and other current liabilities” and “Other long-term liabilities” in the condensed consolidated balance sheets.

 Three Months Ended March 31,
(in thousands)2019 2018
Hotel$3,558
 $2,533
Food and beverage5,790
 5,563
Other1,378
 1,062
 $10,726
 $9,158
Racing

Racing revenue includes Twin River Casino Hotel’s, Tiverton Casino Hotel’s (upon its opening on September 1, 2018), Newport Grand’s (until its closing on August 28, 2018), Mile High USA’sseveral of our casinos and Dover Downs’resorts’ share of wagering from live racing and the import of simulcast signals. Racing revenue is recognized whenupon completion of the wager is complete based onupon 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 deductionreduction to racing revenue.

Non-gaming Revenue

Non-gaming revenue consists of hotel, food, beverage, retail, entertainment and other revenue. Hotel revenue is recognized at the time of occupancy, which is when the customer obtains control through occupancy of the room.room over their stay at the hotel. Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met.
Food, beverage and beverage revenueretail revenues are recognized at the time the goods are sold from Company-operated outlets.
All 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. Other revenue includes cancellation fees for hotel and meeting space services, which are recognized upon cancellation by the customer, and golf revenues from the Company’s operations of Bally’s Golf Links, which are recognized at the time of sale. Additionally, other revenue includes market access and business-to-business service revenue generated by the International Interactive and North America Interactive reportable segments, which is recognized at the time the goods are sold or the service is provided.provided, and are included in Non-gaming revenue within our condensed consolidated statements of operations.

16
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 months ended March 31, 2024 and 2023:
 Three Months Ended
March 31,
(in thousands)20242023
Hotel$20,479 $22,435 
Food and beverage20,213 19,474 
Retail, entertainment and other2,428 2,591 
 $43,120 $44,500 
Sales tax and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in net revenue or operating expenses.

The following table providestables provide a disaggregation of net revenue by segment:segment (in thousands):
Three Months Ended March 31, 2024Casinos & ResortsInternational InteractiveNorth America InteractiveTotal
Gaming$250,418 $231,267 $34,372 $516,057 
Non-gaming:
Hotel41,090 — — 41,090 
Food and beverage34,952 — — 34,952 
Retail, entertainment and other15,869 3,416 7,098 26,383 
Total non-gaming revenue91,911 3,416 7,098 102,425 
Total revenue$342,329 $234,683 $41,470 $618,482 
Three Months Ended March 31, 2023
Gaming$233,107 $237,181 $16,607 $486,895 
Non-gaming:
Hotel47,332 — — 47,332 
Food and beverage33,608 — — 33,608 
Retail, entertainment and other14,739 8,391 7,755 30,885 
Total non-gaming revenue95,679 8,391 7,755 111,825 
Total revenue$328,786 $245,572 $24,362 $598,720 
(in thousands)
Rhode
Island
 Delaware Biloxi Other Total
Three Months Ended March 31, 2019         
Gaming$68,839
 $969
 $21,060
 $—
 $90,868
Racing992
 27
 —
 1,921
 2,940
Hotel1,541
 144
 4,620
 —
 6,305
Food and beverage9,092
 350
 4,069
 —
 13,511
Other5,661
 35
 1,283
 28
 7,007
Net revenue$86,125
 $1,525
 $31,032
 $1,949
 $120,631
          
Three Months Ended March 31, 2018         
Gaming$59,443
 n/a
 $20,139
 $—
 $79,582
Racing872
 n/a
 —
 2,412
 3,284
Hotel—
 n/a
 4,454
 —
 4,454
Food and beverage7,290
 n/a
 4,197
 1
 11,488
Other4,769
 n/a
 1,218
 11
 5,998
Net revenue$72,374
 n/a
 $30,008
 $2,424
 $104,806

Net revenue reported for the Delaware segment reflect Dover Downs’ results from the date of acquisition, March 28, 2019, through March 31, 2019. Refer to Note 4. “Acquisitions” 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 off track betting (“OTB”)OTB locations. The Company’s receivables related to contracts with customers were $17.1$35.5 million and $13.3$38.5 million as of March 31, 20192024 and December 31, 2018,2023, respectively.

The Company has the following liabilities related to contracts with customers: liabilities for
TWIN RIVER WORLDWIDE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


loyalty programs, advance deposits made in advance for goods and services yet to be provided and unpaid wagers. All of the contract liabilities are short termshort-term in nature. nature and are included in “Accrued and other current 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 twelve12 months; therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next twelve12 months. The Company’s contract liabilities related to loyalty programs were $11.0 million, and $9.5 million as of March 31, 2019 and December 31, 2018, respectively, and are included as accrued liabilities in the condensed consolidated balance sheets. The Company recognized $2.3 million and $2.0 million of revenue related to loyalty program redemptions for the three months ended March 31, 2019 and 2018, respectively.

17
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Advance deposits are typically for future banquet events, hotel room reservations and to reserveinteractive player deposits. The banquet and hotel rooms. Thesereservation 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 contract liabilitiesoutstanding chip liability and unpaid slot, pari-mutuel and sports betting tickets.

Liabilities related to deposits fromcontracts with customers were $2.4 million and $0.6 million as of March 31, 20192024 and December 31, 2018, respectively,2023 were as follows:

March 31,December 31,
(in thousands)20242023
Loyalty programs$15,349 $16,803 
Advanced deposits from customers28,141 29,052 
Unpaid wagers18,619 20,481 
Total$62,109 $66,336 

The Company recognized $7.6 million and are included as accrued liabilities in the condensed consolidated balance sheets.
Unpaid wagers include unpaid pari-mutuel tickets and unpaid sports bet tickets. Unpaid pari-mutual tickets not claimed within twelve months by the customer who earned them are escheated to the state. The Company’s contract liabilities$5.9 million of revenue related to unpaid wagers were $0.9 million as of March 31, 2019 and December 31, 2018 and are included as accrued liabilities in the condensed consolidated balance sheets.
Topic 606 requires complimentary items to be considered a separate performance obligation, which requires the Company to allocate a portion of revenue from a gaming transaction to other operating revenue based on the estimated standalone selling prices of the promotional items provided. For example, when a casino customer is given a complimentary room, the Company is required to allocate a portion of the casino revenue earned from the customer to hotel revenue based on the estimated standalone selling price of the hotel room. The estimated standalone selling price of hotel rooms is determined based on observable prices. The standalone selling price of food and beverage, and other miscellaneous goods and services is determined based upon the actual retail prices charged customersloyalty program redemptions for those items. Revenue is recognized in the period the goods or services are provided.

4.ACQUISITIONS

Dover Downs Gaming & Entertainment, Inc.
On July 22, 2018, the Company entered into a merger agreement with Dover Downs pursuant to which, among other things, a subsidiary of the Company merged with and into Dover Downs with Dover Downs becoming an indirect wholly-owned subsidiary of the Company as the merger was consummated on March 28, 2019. The merger resulted in Dover Downs’ shareholders exchanging their Dover Downs stock for Company common shares representing 7.225% of the outstanding shares of common stock in the combined company at closing. A total of 2,976,825 shares of common stock were issued at the transaction closing on March 28, 2019 and the valuation of those shares was based on the closing price of Dover Downs’ common stock on March 27, 2019.
(in thousands, except share and per share data)March 28, 2019
Dover Downs shares outstanding33,125,997
Closing Dover Downs share price on March 27, 2019$2.62
Total fair value of stock purchased *$86,790
Cash paid by the Company at closing, including amounts to retire Dover Downs debt, inclusive of accrued interest$29,096
Consideration transferred$115,886
  
*Shares issued at approximately $29.15 per share when considering the fair value of stock purchased and number of Company shares issued in conjunction with the acquisition.
The total consideration paid by the Company in connection with the Dover Downs acquisition was approximately $115.9 million, or $96.4 million, net of cash acquired of $19.5 million. This preliminary purchase price excludes transaction costs. During the three months ended March 31, 2019,2024 and 2023, respectively.

6.    BUSINESS COMBINATIONS

Casinos & Resorts Acquisitions

Bally’s Golf Links - On September 12, 2023, the Company incurred $6.4completed the acquisition of Trump Golf Links at Ferry Point, subsequently renamed Bally’s Golf Links at Ferry Point, which includes the assignment of a license agreement to operate an 18-hole links-style golf course located in the Bronx, New York.

The total purchase consideration included cash paid, net of cash acquired and net working capital adjustments, which amounted to $55.0 million. This acquisition continues the Company’s strategic objective of developing a diversified portfolio within its Casinos & Resorts segment.

Total purchase consideration also included contingent consideration valued at $58.6 million, the fair value at acquisition date, under GAAP, of transaction costs relatedexpected cash payments totaling up to $125 million to the mergerseller, based upon future events, which are uncertain. The contingent consideration was recorded at fair value, using discounted cash flow analyses, and becoming a publicly traded company. These costswill be remeasured quarterly, with fair value adjustments recognized in earnings, until the contingencies are included in advertising, general and administrativeresolved. The settlement of the contingent consideration liabilities will be due to the seller in the condensed consolidated statements of operations and comprehensive income.event the license agreement is extended or if the Company is successful in its bid for a casino license.

The identifiable intangible assets recorded in connection with the closing of the merger based on preliminary valuations include trademarks of $3.9 million, rated player relationships of $0.8 million and hotel and conference pre-bookings of $0.4 million, which are being amortized on a straight-line basis over estimated useful lives of approximately ten years, eight years, and three years,
TWIN RIVER WORLDWIDE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


respectively. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance.

The Company accounted for the acquisition as a business combination using the acquisition method with Twin River as the accounting acquirer in accordance with FASB Codification Topic 805, Business Combinations (“ASC 805”). Under this method of accounting the purchase price has been allocated to Dover Downs’ assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date.


The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed. Due toassumed in connection with the recent closing of the transaction,Casinos & Resorts acquisition as of March 31, 2019, the purchase price allocation was preliminary and will be finalized when valuations are complete and final assessments2024:
Bally’s Golf Links
(in thousands)
Preliminary(2)
Total current assets$1,108 
Property and equipment, net505 
Intangible assets, net(1)
6,500 
Other assets2,000 
Goodwill103,824 
Total current liabilities(345)
Total purchase price$113,592 

(1)    Bally’s Golf Links’ intangible assets include a concessionaire license of the fair value$6.5 million, which is being amortized over its estimated useful life of other acquired assets and assumed liabilities are completed. There can be no assurance that such finalizations will not result in material changes fromapproximately 12 years.
(2)    The Company recorded adjustments to the preliminary purchase price allocations. The Company’s estimates and assumptions are subject to changeallocation during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible asset acquired and liabilities assumed.
(in thousands)Preliminary as of March 31, 2019
Cash$19,500
Accounts receivable5,674
Due from State of Delaware2,535
Inventory1,891
Prepaid expenses and other assets2,586
Property and equipment103,657
Right of use asset1,333
Intangible assets5,110
Deferred income tax assets6,655
Other assets320
Accounts payable(7,470)
Purses due to horseman(2,613)
Accrued and other current liabilities(13,014)
Lease obligations(1,333)
Pension benefit obligations(6,613)
Other long-term liabilities(2,332)
Total purchase price$115,886

Net revenue from the date of acquisition through the three months ended March 31, 2019 was $1.52024 which decreased Goodwill and the total purchase price by $0.2 million. Net income from the date of acquisition through the three months ended March 31, 2019 was de minimis.

The following table presents unaudited supplemental pro forma consolidated net revenue and net income based on Dover Downs’ historical reporting periods as if the acquisition had occurred as of January 1, 2018:
18
 Three Months Ended March 31,
 2018 2019
Net revenue$127,580
 $145,270
Net income$12,342
 $22,460
Net income applicable to common stockholders$11,037
 $22,460
Net income per share, basic$0.30
 $0.59
Net income per share, diluted$0.29
 $0.59
TWIN RIVER WORLDWIDE HOLDINGS, INC.BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)




Black Hawk, Colorado
On January 29, 2019,Goodwill recognized is deductible for local tax purposes and has been assigned as of the Company entered into an agreementacquisition date to acquire a subsidiary of Affinity Gaming (“Affinity”) that owns three casino properties located in Black Hawk, Colorado: Golden Gates, Golden Gulch and Mardi Gras. Pending regulatory approval, and the satisfaction of other customary closing condition,Company’s Casinos & Resorts reportable segment, which includes the transaction isreporting unit expected to close in early 2020.benefit from the synergies of the acquisitions. Qualitative factors that contribute to the recognition of goodwill include expected synergies from integrating the business into the Company’s casino portfolio and future development of its omni-channel strategy.

5.SALE OF NEWPORT GRAND
On January 17, 2018, Newport Grand entered into a Purchase and Sale Agreement (the “Sale Agreement”) with a third party (the “Buyer”), pursuant to which the Buyer acquired the land and building relating to Newport Grand for $10.2 million in a transaction that closed on May 1, 2018. The Company leased backincurred $0.2 million of acquisition costs related to the Newport Grand from May 1, 2018 until November 1, 2018 at which time it vacated the property. This lease was accounted for as an operating lease. On August 28, 2018, Newport Grand was closed, and Tiverton Casino Hotel was opened on September 1, 2018.
As of January 17, 2018, Newport Grand met the accounting guidance for assets held for sale, thus the Company recorded an impairment loss of $3.5 millionabove Casinos & Resorts acquisition during the three months ended March 31, 2018, for2024. There were no acquisition costs related to the difference between the fair value and the carrying value of the land, building and building improvements included in the Sale Agreement. The Company also recorded an expense of $2.4 millionabove Casinos & Resorts acquisition during the three months ended March 31, 2018, in accordance with ASC 450, Contingencies2023. These costs are included within “General and administrative” of the condensed consolidated statements of operations.

International Interactive Acquisition

Casino Secret - On January 5, 2023, the Company completed the acquisition of BACA Limited (“Casino Secret”), asa European based online casino that offers slots, tables and live dealer games to Asian markets for total consideration of $50.4 million. Cash paid by the amount due for certain liabilities became probable and reasonably estimable during the quarter ended March 31, 2018. The move from Newport Grand to Tiverton Casino Hotel occurred on September 1, 2018.Company, net of $8.3 million cash acquired, was $38.7 million, excluding transaction costs.

The following sets forthtable summarizes the calculationconsideration paid and the fair values of the Newport Grand disposal lossassets acquired and liabilities assumed in connection with the International Interactive acquisition:
(in thousands)Casino Secret
Final(2)
Total current assets$8,862 
Property and equipment, net50 
Intangible assets, net(1)
29,471 
Goodwill18,422 
Total current liabilities(6,371)
Total purchase price$50,434 

(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 date the Company met the accounting guidance for assets held for sale forpreliminary purchase price allocation during the three months ended March 31, 2018:2024.

(in thousands)Three Months Ended
March 31, 2018
Stated sale price$10,150
Carrying value of Land, building and improvements(12,993)
Transaction costs(669)
Impairment loss(3,512)
Participation fees(2,373)
Newport Grand disposal loss$(5,885)
Total goodwill recorded in connection with the above acquisition was $18.4 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 acquisition has been assigned, as of the acquisition date, to the Company’s International Interactive reportable segment.

The saleCompany incurred $1.2 million of acquisition costs related to the above International Interactive acquisition during the three months ended March 31, 2023. There were no acquisition costs related to the International Interactive acquisition during the three months ended March 31, 2024. These costs are included within “General and administrative” of the Newport Grand assets did not qualify as a discontinued operation as the sale is not a strategic shift that has (or will have) a major effect on the Company’s operations and financial results.condensed consolidated statements of operations.
6.ACCRUED LIABILITIES
As of March 31, 2019 and December 31, 2018, accrued liabilities consisted of the following:
19
(in thousands)March 31,
2019		 December 31,
2018
Gaming liabilities$20,910
 $18,740
Compensation13,918
 16,622
Legal2,610
 3,784
Construction accruals2,236
 3,677
Property taxes1,940
 2,582
Purses due to horsemen2,613
 —
Other23,432
 12,373
Total accrued liabilities$67,659
 $57,778

TWIN RIVER WORLDWIDE HOLDINGS, INC.BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



7.LONG-TERM DEBT
As of March 31, 2019 and December 31, 2018, long-term debt consisted of the following:7.    PREPAID EXPENSES AND OTHER CURRENT ASSETS
(in thousands)March 31,
2019		 December 31,
2018
Term Loan principal$341,239
 $342,439
Revolving Credit Facility80,000
 55,000
Less: Unamortized original issue discount(856) (1,027)
Less: Unamortized deferred financing fees(1,868) (2,239)
Long-term debt, including current portion418,515
 394,173
Less: current portion of Term Loan and Revolving Credit Facility(83,595) (3,595)
Long-term debt, net of discount and deferred financing fees, excluding current portion$334,920
 $390,578
Credit Agreements
On July 10, 2014, the Company entered into a credit agreement (“Credit Facility”) which included a term loan (“Term Loan”) in the principal amount of $480.0 million and an original issue discount of 1%, payable in quarterly installments of $1.2 million with the balance payable upon maturity on July 10, 2020 and a revolving credit facility (“Revolving Credit Facility”) with an original capacity of $40.0 million and a capacity on March 31, 2019 of $150.0 million as a result of several amendments, the last of which occurred on March 26, 2019 and increased the capacity from $100.0 million to $150.0 million to, among other things, help fund the pay off of Dover Downs debt at the closing of the acquisition on March 28, 2019. The Revolving Credit Facility had a maturity date of January 10, 2020 and presented within current portion of long-term debt on the condensed consolidated balance sheet as of March 31, 2019.
The interest rate for the Term Loan and the Revolving Credit Facility was based on LIBOR, with a LIBOR floor of 1.00% on the Term Loan, plus a 3.50% interest rate margin per annum in the case of both the Term Loan and Revolving Credit Facility. Both the Term Loan and the Revolving Credit Facility were pre-payable at any time, provided notice was given. The interest rate for the Term Loan was 6.00% and 6.30% as of March 31, 2019 and December 31, 2018, respectively.
As of March 31, 20192024 and December 31, 2018,2023, prepaid expenses and other current assets was comprised of the Revolving Credit Facility balancefollowing:
March 31,December 31,
(in thousands)20242023
Services and license agreements$40,975 $32,466 
Short term derivative assets11,031 9,530 
Due from payment service providers10,606 12,662 
Prepaid marketing14,519 8,685 
Prepaid insurance7,497 12,181 
Gaming taxes and licenses6,535 9,309 
Sales tax6,204 7,565 
Purse funds483 6,404 
Other12,257 9,294 
Total prepaid expenses and other current assets$110,107 $108,096 

8.    PROPERTY AND EQUIPMENT

As of March 31, 2024 and December 31, 2023, property and equipment was $80.0comprised of the following:
March 31,December 31,
(in thousands)20242023
Land$238,997 $238,997 
Land improvements163,215 162,211 
Building and improvements676,431 673,071 
Equipment270,634 264,398 
Furniture and fixtures69,171 68,746 
Construction in process86,537 73,810 
Total property, plant and equipment1,504,985 1,481,233 
Less: Accumulated depreciation(404,252)(306,345)
Property and equipment, net$1,100,733 $1,174,888 

Depreciation expense relating to property and equipment was $99.5 million for the three months ended March 31, 2024, and $18.7 million for the three months ended March 31, 2023. Depreciation expense during the three months ended March 31, 2024 included $80.1 million of accelerated depreciation related to the closure of the Tropicana Las Vegas property. Refer to Note 13 “Restructuring Expense” for further information. During the three months ended March 31, 2024 and March 31, 2023, the Company recorded capitalized interest of $1.8 million and $55.0$2.9 million, respectively,respectively.

Bally’s Chicago

A wholly-owned indirect subsidiary of the Company, Bally’s Chicago Operating Company, LLC entered into a Lease Termination and amounts available were $70.0Short 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 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”). $10 million of the Payment was paid upon execution of the Lease Termination and $45.0Short Term License Agreement and $90 million respectively. There were noof the Payment was paid during the third quarter of 2023. The balance Payment amount of $50 million is secured by cash-collateralized letters of credit, issued by Citizens Bank. Cash collaterals are reported as restricted cash as of March 31, 2019 or December 31, 2018. The weighted average interest rate on outstanding borrowings on the Revolving Credit facility was 6.62% and 6.26% on March 31, 2019 and December 31, 2018, respectively.2024.
The Credit Facility was collateralized by substantially all of the assets of Twin River Casino Hotel, Tiverton Casino Hotel, Hard Rock Biloxi and Newport Grand (until the Company disposed of Newport Grand) and contained certain affirmative, negative and financial covenants, including compliance with a maximum leverage ratio when more than 20% of the capacity was drawn on the Revolving Credit Facility and limitations on capital expenditures. The Credit Facility also restricted the Company from making certain restricted payments, including dividends, subject to certain exceptions. Further, the Credit Facility restricted the Company’s ability to make any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any equity interests in the Company, or any subsidiary guarantor, subject to certain exceptions. There are no operations at TRWH. Cash held as of December 31, 2018 was $0.2 million and was de minimis as of March 31, 2019. The Company was in compliance with all covenants as of March 31, 2019.

Subsequent Events

New Credit Facility

On May 10, 2019, the Company entered into a credit agreement with Citizens Bank, N.A., as administrative agent, and the lenders party thereto dated as of May 10, 2019 (the “New Credit Facility”), consisting of a $300.0 million term loan facility (the “New Term Loan Facility”) and a $250.0 million revolving credit facility (the “New Revolving Credit Facility” or “Revolver”). There were no borrowings on the Revolver at closing. The Company’s obligations under the Revolver will mature on May 10, 2024. The Company’s obligations under the New Term Loan Facility will mature on May 10, 2026. The Company is required to make quarterly principal payments of $750 thousand on the New Term Loan Facility on the last day of each fiscal quarter beginning on September
TWIN RIVER WORLDWIDE HOLDINGS, INC.
20
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



The Company recorded the present value of the remaining payments of $48.7 million within “Accrued and other current liabilities” with an offsetting increase to “Property and equipment, net” within the condensed consolidated balance sheets as of March 31, 2024.
30, 2019.
9.    GOODWILL AND INTANGIBLE ASSETS

The change in carrying value of goodwill by reportable segment for the three months ended March 31, 2024 is as follows (in thousands):
Casinos & ResortsInternational InteractiveNorth America InteractiveTotal
Goodwill as of December 31, 2023(1)
$313,493 $1,586,590 $35,720 $1,935,803 
Effect of foreign exchange— (20,647)(95)(20,742)
Purchase accounting adjustments on prior year business acquisition(208)— — (208)
Goodwill as of March 31, 2024(1)
$313,285 $1,565,943 $35,625 $1,914,853 

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

The change in intangible assets, net for the three months ended March 31, 2024 is as follows (in thousands):
Intangible assets, net as of December 31, 2023$1,871,428 
Effect of foreign exchange(13,582)
Internally developed software12,325 
Other intangibles acquired2,727 
Less: Accumulated amortization(60,260)
Intangible assets, net as of March 31, 2024$1,812,638 

21
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company’s identifiable intangible assets consist of the following:
March 31, 2024
(in thousands, except years)Gross Carrying AmountAccumulated
Amortization		Net
Amortizable intangible assets:   
Commercial rights - Sinclair(1)
$315,847 $(97,692)$218,155 
Trade names37,375 (19,480)17,895 
Hard Rock license8,000 (2,364)5,636 
Customer relationships960,366 (345,407)614,959 
Developed technology264,206 (94,359)169,847 
Internally developed software72,752 (15,397)57,355 
Gaming licenses46,316 (14,152)32,164 
Other11,491 (4,131)7,360 
Total amortizable intangible assets1,716,353 (592,982)1,123,371 
Intangible assets not subject to amortization:
Gaming licenses586,971 — 586,971 
Trade names99,781 — 99,781 
Other2,515 — 2,515 
Total unamortizable intangible assets689,267 — 689,267 
Total intangible assets, net$2,405,620 $(592,982)$1,812,638 

(1)    Commercial rights intangible asset in connection with the Framework Agreement. Refer to Note 2 “Summary of Significant Accounting Policies” for further information.
December 31, 2023
(in thousands, except years)Gross Carrying AmountAccumulated
Amortization		Net
Amortizable intangible assets:   
Commercial rights - Sinclair(2)
$315,847 $(89,901)$225,946 
Trade names37,042 (18,125)18,917 
Hard Rock license8,000 (2,303)5,697 
Customer relationships974,286 (314,053)660,233 
Developed technology267,927 (86,119)181,808 
Internally developed software61,687 (13,091)48,596 
Gaming licenses45,008 (11,964)33,044 
Other11,505 (3,621)7,884 
Total amortizable intangible assets1,721,302 (539,177)1,182,125 
Intangible assets not subject to amortization:
Gaming licenses586,971 — 586,971 
Trade names100,544 — 100,544 
Other1,788 — 1,788 
Total unamortizable intangible assets689,303 — 689,303 
Total intangible assets, net$2,410,605 $(539,177)$1,871,428 

(2)    See note (1) above.
22
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


Amortization of intangible assets was approximately $60.3 million and $55.9 million for the three months ended March 31, 2024 and 2023, respectively.

The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of March 31, 2024:
(in thousands)
Remaining 2024$173,834 
2025229,551 
2026227,776 
2027226,743 
2028170,953 
Thereafter94,514 
Total$1,123,371 

10.    DERIVATIVE INSTRUMENTS

The Company utilizes derivative instruments in order to mitigate interest rate and currency exchange rate risk in accordance with its financial risk and liability management policy.

In addition,2023, the Company may be requiredentered into a series of interest rate contracts and cross currency swap derivative transactions with multiple bank counterparties in order to make mandatorysynthetically convert a notional aggregate amount of $500.0 million of the Company’s USD denominated variable rate Term Loan Facility, as disclosed in Note 14 “Long-Term Debt,” into fixed rate debt over five years and $200 million of the Term Loan Facility, to an equivalent GBP denominated floating rate instrument over three years. These contracts mature in October, 2028 and 2026, respectively.

Derivative Instruments Designated as Hedging Instruments

Net Investment Hedges

Cross Currency Swaps - The Company is exposed to fluctuations in foreign exchange rates on investments it holds in its European foreign entities. The Company uses fixed and fixed-cross-currency swaps to hedge its exposure to changes in the foreign exchange rate on its foreign investment in Europe and their exposure to changes in the EUR-GBP exchange rate. Currency forward agreements involve fixing the USD-EUR exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close to their settlement date. Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency-fixed-rate payments over the life of amounts outstandingthe agreement. These derivative arrangements qualify as net investment hedges under the New Credit FacilityASC 815, with the proceedsgain or loss resulting from changes in the spot value of certain casualty events, debt issuances,the derivative reported in other comprehensive income (loss). Amounts are reclassified out of other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. Additionally, the accrual of foreign currency and asset salesUSD denominated coupons will be recognized in “Interest expense, net” in the condensed consolidated statements of operations. Refer to Note 11 “Fair Value Measurements” and Note 16 “Stockholders’ Equity” for further information.

23
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following tables summarize the Company may be requiredCompany’s net investment hedges as of March 31, 2024 and December 31, 2023 (in thousands):
Net Investment HedgesNotional SoldNotional Purchased
Cross currency swaps€461,595 £387,531 
Cross currency swaps£546,759 $700,000 

Cash Flow Hedges

Interest Rate Contracts - The Company’s objectives in using interest rate derivatives are to applyhedge its exposure to variability in cash flows on a portion of its excessfloating-rate debt, to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its financial risk and liability management policy. The Company’s interest rate swaps and collars are designated as cash flow hedges under ASC 815. The changes in the fair value of these instruments are recorded as a component of accumulated other comprehensive income (loss) and reclassified into “Interest expense, net” in the condensed consolidated statements of operations in the same period in which the hedged interest payments associated with the Company’s borrowings are recorded. Refer to repay amounts outstandingNote 11 “Fair Value Measurements” and Note 16 “Stockholders’ Equity” for further information.

The following table summarizes the Company’s cash flow hedges as of March 31, 2024 and December 31, 2023 (in thousands):
Cash Flow HedgesNotional AmountIndexCap
Floor(1)
Interest rate contracts - swaps$500,000 US - SOFR$—$—
Interest rate contracts - collars$500,000 US - SOFR4.25%3.22%

(1)    Weighted average rate.


24
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

11.    FAIR VALUE MEASUREMENTS

The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
March 31, 2024
(in thousands)Balance Sheet LocationLevel 1Level 2Level 3
Assets:
Cash and cash equivalentsCash and cash equivalents$169,356 $— $— 
Restricted cashRestricted cash141,533 — — 
Convertible loansOther assets— — 4,082 
Investments in equity securitiesOther assets3,391 — — 
Investment in GLPI partnershipOther assets— 13,206 — 
Derivative assets designated as hedging instruments:
Interest rate contractsPrepaid expenses and other current assets— 6,612 — 
Interest rate contractsOther assets— 408 — 
Cross currency swapsPrepaid expenses and other current assets— 4,419 — 
Cross currency swapsOther assets— 6,929 — 
Total derivative assets at fair value— 18,368 — 
Total assets$314,280 $31,574 $4,082 
Liabilities:
Contingent considerationOther long-term liabilities$— $— $56,745 
Derivative liabilities not designated as hedging instruments:
Sinclair Performance Warrants
Commercial rights liabilities— — 44,703 
Derivative liabilities designated as hedging instruments:
Interest rate contractsOther long-term liabilities— 5,616 — 
Cross currency swapsAccrued and other current liabilities— 1,000 — 
Cross currency swapsOther long-term liabilities— 24,874 — 
Total derivative liabilities at fair value— 31,490 44,703 
Total liabilities$— $31,490 $101,448 



25
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

December 31, 2023
(in thousands)Balance Sheet LocationLevel 1Level 2Level 3
Assets:
Cash and cash equivalentsCash and cash equivalents$163,194 $— $— 
Restricted cashRestricted cash152,068 — — 
Convertible loansOther assets— — 4,115 
Investments in equity securitiesOther assets3,409 — — 
Investment in GLPI partnershipOther assets— 14,146 — 
Derivative assets designated as hedging instruments:
Interest rate contractsPrepaid expenses and other current assets— 5,356 — 
Cross currency swapsPrepaid expenses and other current assets— 4,174 — 
Cross currency swapsOther assets— 6,477 — 
Total derivative assets at fair value— 16,007 — 
Total assets$318,671 $30,153 $4,115 
Liabilities:
Contingent considerationOther long-term liabilities$— $— $58,580 
Derivatives not designated as hedging instruments
Sinclair Performance WarrantsCommercial rights liabilities— — 44,703 
Derivative liabilities designated as hedging instruments:
Interest rate contractsOther long-term liabilities— 21,492 — 
Cross currency swapsAccrued and other current liabilities— 1,225 — 
Cross currency swapsOther long-term liabilities— 29,376 — 
Total derivative liabilities at fair value— 52,093 44,703 
Total liabilities$— $52,093 $103,283 

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:
(in thousands)Sinclair Performance WarrantsContingent ConsiderationConvertible Loans
Beginning as of December 31, 2023$44,703 $58,580 $4,115 
Change in fair value— (1,835)(33)
Ending as of March 31, 2024$44,703 $56,745 $4,082 

(in thousands)Sinclair Performance WarrantsContingent ConsiderationConvertible Loans
Beginning as of December 31, 2022$36,987 $8,220 $10,212 
Additions in the period (acquisition fair value)— — 500 
Change in fair value267 1,241 126 
Ending as of March 31, 2023$37,254 $9,461 $10,838 

26
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The gains (losses) recognized in the condensed consolidated statements of operations for derivative instruments during the three months ended March 31, 2024 and 2023 are as follows:
Condensed Consolidated Statements of Operations LocationThree Months Ended
March 31,
(in thousands)20242023
Derivatives not designated as hedging instruments
Sinclair Performance WarrantsOther non-operating income, net$— $(267)
Derivatives designated as hedging instruments
Interest rate contractsInterest expense, net$(2,886)$— 
Cross currency swapsInterest expense, net(1,211)— 

Interest Rate Contracts and Cross Currency Swaps

The fair values of interest rate contracts and cross currency swap assets and liabilities are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on estimates using currency spot and forward rates and standard pricing models that consider the value of future cash flows as of the balance sheet date, discounted to a present value using discount factors that match both the time to maturity and currency of the underlying instruments. These standard pricing models utilize inputs that are derived from or corroborated by observable market data such as interest rate yield curves as well as currency spot and forward rates. Changes in the fair value of these contracts are reported as a component of other comprehensive income (loss).

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 40% and 67%, risk free rates between 3.84% and 4.79%, the Company’s common stock price for each period and expected terms between 1.5 and 6.3 years. The fair value is recorded within “Commercial rights liabilities” of 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 subsequently 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. The remeasurements are based primarily on the expected probability of achievement of the contingency targets which are subject to management’s estimates. These changes in fair value are recognized within “Other, non-operating expenses, net” of the condensed consolidated statements of operations.

In connection with the acquisitions of SportCaller and Monkey Knife Fight (“MKF”) in the first quarter of 2021, the Company recorded contingent consideration of $58.7 million. During the second quarter of 2023, the Company, in satisfaction of contingencies related to the respective acquisition agreements, 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 minimis payment in cash.

In connection with the acquisition of Bally’s Golf Links on September 12, 2023, the Company recorded contingent consideration, which was valued at $56.7 million as of March 31, 2024. Refer to Note 6 “Business Combinations” for further information.

27
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 instruments within “Other assets” at their fair value. The fair value of the loans to vendors have share values based on unobservable inputs and are classified within Level 3 of the hierarchy, 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 Newequity 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.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.

 March 31, 2024December 31, 2023
(in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Term Loan Facility$1,868,169 $1,869,226 $1,871,330 $1,888,100 
5.625% Senior Notes due 2029736,953 577,500 736,447 596,250 
5.875% Senior Notes due 2031720,248 542,063 719,858 570,544 
6.75% Senior Notes due 2027


28
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

12.    ACCRUED AND OTHER CURRENT LIABILITIES
As of March 31, 2024 and December 31, 2023, accrued and other current liabilities consisted of the following:
(in thousands)March 31,
2024		December 31,
2023
Gaming liabilities$169,139 $177,557 
Diamond Sports Group non-cash liability(1)
202,572 144,883 
Compensation89,702 83,112 
Bally’s Chicago - land development liability48,695 47,739 
Interest payable44,238 66,587 
Other148,214 131,841 
Total accrued and other current liabilities$702,560 $651,719 

(1)    Refer to Note 17 “Commitments and Contingencies” for further information.

13.    RESTRUCTURING EXPENSE

On MayJanuary 18, 2023, the Company announced a restructuring 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 which included a reduction of the Company’s then current Interactive workforce by up to 15 percent. In furtherance of and as an expansion of the January 2023 restructuring plan, on October 20, 2023, the Company announced further restructuring initiatives targeted at reshaping the technology utilized by its Interactive segments.

On January 29, 2024, the Company announced that it will cease its operations at the Tropicana Las Vegas on April 2, 2024 in order to redevelop the site with a state-of-the-art integrated resort and ballpark. As a result of the closure, the Company incurred restructuring charges representing employee related severance costs and accelerated depreciation of certain property and equipment.

The components of restructuring charges by segment for the three months ended March 31, 2024 are summarized as follows:

(in thousands)Casinos & ResortsInternational InteractiveNorth America InteractiveOtherTotal
Severance and employee related benefits(1)
$19,655 $52 $(1,479)$385 $18,613 
Accelerated depreciation expense(2)
80,117 — — — 80,117 
Total restructuring charges$99,772 $52 $(1,479)$385 $98,730 

(1)    Included within “General and administrative” of the condensed consolidated statements of operations.
(2)    Included within “Depreciation and amortization” of the condensed consolidated statements of operations.

The components of restructuring charges by segment for the three months ended March 31, 2023 are summarized as follows:
(in thousands)International InteractiveNorth America InteractiveOtherTotal
Severance and employee related benefits(1)
$9,332 $5,858 $1,632 $16,822 

(1)    Included within “General and administrative” of the condensed consolidated statements of operations.

29
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The changes in the Company’s restructuring related liabilities for the three months ended March 31, 2024 and 2023 is as follows:
(in thousands)
Balance as of December 31, 2023$5,291 
Charges18,613 
Payments(2,356)
Effect of foreign exchange(850)
Balance as of March 31, 2024$20,698 

The restructuring liability as of March 31, 2024 and December 31, 2023 is included within “Accrued and other current liabilities” on the condensed consolidated balance sheets.

14.    LONG-TERM DEBT

As of March 31, 2024 and December 31, 2023, long-term debt consisted of the following:
(in thousands)March 31,
2024		December 31,
2023
Term Loan Facility(1)
$1,901,238 $1,906,100 
Revolving Credit Facility355,000 335,000 
5.625% Senior Notes due 2029750,000 750,000 
5.875% Senior Notes due 2031735,000 735,000 
Less: Unamortized original issue discount(22,775)(23,756)
Less: Unamortized deferred financing fees(38,093)(39,709)
Long-term debt, including current portion3,680,370 3,662,635 
Less: Current portion of Term Loan and Revolving Credit Facility(19,450)(19,450)
Long-term debt, net of discount and deferred financing fees, excluding current portion$3,660,920 $3,643,185 

(1)    The Company has a series of interest rate and cross currency swap derivatives to synthetically convert $500.0 million notional of the Company’s USD denominated variable rate Term Loan Facility into fixed rate debt through its maturity in 2028. Refer to Note 10 2019,“Derivative Instruments” for further information.

Senior Notes

On August 20, 2021, two unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued $400$750.0 million aggregate principal amount of 6.75% unsecured5.625% senior notes due June 1, 20272029 (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”). Interest on theThe Senior Notes will be paid semi-annually in arrears on June 1were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and December 1. The Company used a portionU.S. Bank National Association, as trustee. Certain of the net proceeds from the Senior Notes togetheroffering were placed in escrow accounts for use in connection with a portionthe Gamesys acquisition. On October 1, 2021, upon the closing of the proceeds proceeds from our New Term Loan Facility, to repay borrowingsGamesys acquisition, the Company assumed the issuer obligation under the Credit Facility. The balance of such net proceeds is currently held in cash form.

Senior Notes. The Senior Notes will beare guaranteed, jointly and severally, by each of the Company’s restricted subsidiaries that guarantees ourthe Company’s obligations under its Credit Agreement (as defined below).

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

The Company may redeem some or all of the 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.

30
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

During the three months ended March 31, 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, 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 other debt (collectively,amounts as specified in the “guarantors”). 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 Senior Notescredit facilities are guaranteed by the Company’s restricted subsidiaries, subject to certain exceptions, and the guarantees will be our and the guarantors’ general senior unsecured obligations, ranking senior in right of payment tosecured by a first-priority lien on substantially all of the Company’s and each of the guarantors’ future debt that is expressly subordinatedassets, 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 rightthe case of paymentterm loans and 0.00% in the case of revolving loans or (2) a base rate determined by reference to the Senior Notesgreatest 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 guarantees, if any, ranking equallycase of revolving loans, 1.00%, in righteach case of paymentclauses (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 March 31, 2024, the Company was in compliance with all such covenants.

In an effort to mitigate the interest rate risk associated with the Company’s variable rate credit facilities, the Company entered into a series of ourinterest rate and cross currency swap derivative transactions during the guarantors’ existing and future senior debt and will be effectively subordinatedsecond half of 2023. Refer to all of our and the guarantors’ existing and future secured debt, including indebtedness under the New Credit Facility, to the extent of the value of the collateral securing such debt. In addition, the Senior Notes and the guarantees will be structurally subordinated to all existing and future indebtedness and other liabilities of the non-guarantor subsidiaries.Note 10 “Derivative Instruments” for further information.

8.LEASES
31
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

15.    LEASES

Operating Leases

The Company is committed under various operating lease agreements primarily related to submerged tidelands,for real estate and property and equipment.
Hard Rock Biloxi has an agreement with the State of Mississippi for the lease and use of approximately five acres of submerged tidelands for a primary term of thirty years, expiring September 30, 2037. Upon expiration of the primary term, Hard Rock Biloxi will have an option to extend the lease for aused in operations. Certain leases include various renewal term of thirty years; the renewal option has not beenoptions which are included in the calculation of the lease liability or right of use asset asterm when the Company has determined it is not reasonably certain to exerciseof exercising the option. Annualoptions. Certain of these leases include percentage rent for the lease as of March 31, 2019 is approximately $1.2 million and adjusts annuallypayments based on property revenues and/or rent escalation provisions determined by the increaseincreases in the consumer price index (“CPI”). Future changes to the CPIThese percentage rent and escalation provisions are treated as variable lease payments and are recognized as lease expense in the period in which the obligation for those payments are incurred.
Hard Rock Biloxi also has a Lease and Air Space agreement with the City of Biloxi. The agreement grants the Company rights to a parking area, and to the airspace above two defined parcels of land along with certain support structure rights for the construction of a parking garage. The arrangement has a 40-year term expiring November 18, 2043 with one 25-year renewal option; the renewal option has not been included in the calculation of the lease liability or right of use asset as the Company is not reasonably certain to exercise the option. Monthly rent escalates every 5 years based on CPI, and the tenant is responsible for property taxes. Future changes to the CPI are treated as variable lease payments and are recognized in the period in which the obligation for those payments are incurred.
Certain of the Company’s subsidiaries lease office, parking space, memorabilia and equipment under agreements classified as operating leases that expire on various dates through 2027. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right of use assets as the Company is not reasonably certain to exercise the options. Discount rates used to determine the present value of the lease payments are based on a credit-adjusted securedthe Company’s incremental borrowing rate commensurate with the term of the lease.
Variable expenses generally represent the Company’s share of the landlord’s operating expenses and CPI increases.
The Company does not have any leases classified as financing leases.
During the three months ended March 31, 2019, two equipment leases were terminated via purchase of the underlying assets.
At March 31, 2019, the Company had total operating lease liabilities of approximately $18.3 million$1.19 billion and $1.20 billion as of March 31, 2024 and December 31, 2023, respectively, and right of use assets of approximately $18.4 million,$1.14 billion and $1.16 billion as of March 31, 2024 and December 31, 2023, respectively, which were included in the condensed consolidated balance sheet.sheets.

GLPI Leases

As of March 31, 2024, 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, Leases (“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 March 31, 2024.

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. During the three months ended March 31, 2023, the Company recorded a gain of $374.2 million representing the difference in the transaction price and the derecognition of assets. This gain is reflected as “Gain from sale-leaseback, net” 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. 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 March 31, 2024.

Components of lease expense, included within “General and administrative” in the condensed consolidated statements of operations, for operating leases during the three months ended March 31, 2024 and 2023 are as follows:
Three Months Ended
March 31,
(in thousands)20242023
Operating leases:
Operating lease cost$37,331 $36,819 
Variable lease cost2,786 2,470 
Operating lease expense40,117 39,289 
Short-term lease expense5,345 2,326 
Total lease expense$45,462 $41,615 

TWIN RIVER WORLDWIDE HOLDINGS, INC.
32
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Supplemental cash flow and other information related to operating leases for the three months ended March 31, 2024 and 2023 are as follows:
The following summarizes quantitative information about the Company’s operating leases:
Three Months Ended
March 31,
(in thousands)20242023
Cash paid for amounts included in the lease liability - operating cash flows from operating leases$31,549 $31,777 
Right of use assets obtained in exchange for operating lease liabilities$— $396,565 

(in thousands)Three Months Ended
March 31, 2019
Operating leases: 
Operating lease cost$797
Variable lease cost29
Operating lease expense826
Short-term lease expense433
Total lease expense$1,259
(In thousands, except term and percentages)Three Months Ended
March 31, 2019
Other information 
Cash paid for amounts included in the lease liability - operating cash flows from operating leases$809
Right of use assets obtained in exchange for operating lease liabilities$18,350
Weighted-average remaining lease term - operating leases9.4 years
Weighted-average discount rate - operating leases6.6%
March 31, 2024December 31, 2023
Weighted average remaining lease term17.5 years17.6 years
Weighted average discount rate7.5 %7.5 %
As of March 31, 2019,2024, future minimum rental commitmentslease payments under noncancelable operating leases are as follows:
(in thousands)March 31, 2024
Remaining 2024$105,806 
2025142,729 
2026142,029 
2027136,813 
2028139,087 
Thereafter1,610,537 
Total lease payments2,277,001 
Less: present value discount(1,084,100)
Lease obligations$1,192,901 
(in thousands) 
Remaining 2019$1,777
20202,330
20212,217
20221,846
20231,803
20241,753
Thereafter19,503
Total31,229
Less: present value discount(12,891)
Operating lease obligations$18,338

AsFuture minimum lease payments disclosed in the table above include $87.7 million related to extension options that are reasonably certain of December 31, 2018,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 calculateda financing obligation in accordance with ASC 470, Debt, as the transaction did not qualify as a sale under ASC 840, Leases, future undiscounted minimum rental commitments under noncancelable operating leases are as follows: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.
(in thousands) 
2019$2,941
20202,308
20211,688
20221,627
20231,653
Thereafter27,252
 $37,469

The Company also has leasing arrangementsrecorded land within “Property and equipment, net” of $200.0 million with third-party lessees ata corresponding liability within ”Long-term portion of financing obligation” of $200.0 million on its properties. Leasing arrangements for which the Company acts as a lessor are not deemed materialcondensed consolidated balance sheets as of March 31, 2019.2024 and December 31, 2023. 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 $4.6 million and $4.3 million during the three months ended March 31, 2024 and 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 $41.1 million and $47.3 million for the three months ended March 31, 2024 and 2023, respectively. Hotel leasing arrangements vary in duration, but are short-term in nature.

TWIN RIVER WORLDWIDE HOLDINGS, INC.
33
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



16.    STOCKHOLDERS’ EQUITY
9.BENEFIT PLANS


Capital Return Program

The Company participateshas a Board of Directors approved capital return program under which the Company may expend a total of up to $700 million for share repurchases and payment of dividends. Future share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions. The amount, timing and contributesterms of any return of capital transaction will be determined based on prevailing market conditions and other factors. There is no fixed time period to a numbercomplete share repurchases. As of multiemployer defined benefit pension plansMarch 31, 2024 and December 31, 2023, $95.5 million was available for use under the terms of collective-bargaining agreements that cover certain of its union-represented employees.capital return program.


The Company acquired two defined benefit pension plans with the acquisition of Dover Downs on March 28, 2019, the Dover Downs Gaming & Entertainment, Inc. Pension Plan (“Dover Downs Pension Plan”) and the Dover Downs Gaming & Entertainment, Inc. Excess Pension Plan (“Excess Plan”). The acquisition resulted in a revaluation of the benefit pension plan obligation as of the acquisition date.

Dover Downs Defined Benefit Pension Plan

Dover Downs maintained the Dover Downs Pension Plan, a non-contributory, tax qualified defined benefit pension plan that has been frozen since July 2011. All full time employees, and part time employees who worked over 1,000 hours per year, were eligible to participate in the Dover Downs Pension Plan. Benefits provided by the qualified pension plan were based on years of service and employees’ remuneration over their term of employment. Compensation earned by employees up to July 31, 2011 is used for purposes of calculating benefits under the Dover Downs Pension Plan withThere was no future benefit accruals after this date. 

As the Company consummated the acquisition of Dover Downs on March 28, 2019, the net periodic benefit (income) cost and other changes in plan assets and benefit obligations, excluding service cost, was immaterial forshare repurchase activity during the three months ended March 31, 2019.

The benefit obligation, fair value of plan assets and funded status of2024. Total share repurchase activity during the Dover Downs Pension Plan assumed with the Dover Downs acquisition isthree months ended 2023 was as follows:
(in thousands, except share and per share data)Three Months Ended
March 31, 2023
Number of common shares repurchased1,026,343 
Total cost$19,753 
Average cost per share, including commissions$19.25 
(in thousands)March 28,
2019
Benefit obligation$24,067
Fair value of plan assets17,454
Unfunded status$(6,613)

ForAll shares repurchased during the defined benefit pension plans, the accumulated benefit obligation is equalthree months ended March 31, 2023 were transferred to treasury stock and all 1,026,343 shares were retired during that same quarter. The shares were returned to the projected benefit obligation.status of authorized but unissued shares. As of March 31, 2024, there were no shares remaining in treasury.


There were no cash dividends paid during the three months ended March 31, 2024 and 2023.

Common Stock Offering

On April 20, 2021, the Company issued a total of 12,650,000 shares of Bally’s common stock in an underwritten public offering at a price to the public of $55.00 per share. 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, or $55.00 per share. The amount recognized in the condensed consolidated balance sheet asnet proceeds were used to finance a portion of the acquisition date is as follows:
(in thousands)March 28,
2019
Pension benefit obligations$6,613

Assumptions

The principal assumptions used to determine net periodic pension benefit cost and benefit obligation under the Dover Downs Pension Plan as of March 28, 2019 consistedpurchase price of the following: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.

Benefit Obligation
Weighted-average discount rate4.1%
Expected long-term rate of return on plan assetsn/a
Preferred Stock

The Company utilizes a spot rate approachhas authorized the issuance of up to determine the benefit obligation10 million shares of $0.01 par value preferred stock. As of March 31, 2024 and the subsequent years’ interest cost componentDecember 31, 2023, no shares of the net periodic pension benefit. This method uses individual spot rates along the yield curve that correspond with the timing of each benefit payment and will provide a more precise measurement of the interest cost by improving the correlation between projected benefit cash flows and the corresponding spot yield curve rates. The Society of Actuaries’ (“SOA”) RP 2014 Total Employee and Healthy Annuitant Mortality Tables rolled back to 2006 and projected with Mortality Improvement Scale MP-2018 are also utilized. preferred stock have been issued.

TWIN RIVER WORLDWIDE HOLDINGS, INC.
34
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Shares Outstanding
For 2019, the assumed long-term rate of return on plan assets is 7.5%.  In developing the expected long-term rate of return assumption, the Company reviewed asset class return expectations and long-term inflation assumptions and considered its historical compounded return, which was consistent with its long-term rate of return assumption.
Pension Plan Assets

The Company’s investment goals for the Dover Downs Pension Plan assets are to achieve a combination of moderate growth of capital and income with moderate risk. Acceptable investment vehicles will include mutual funds, exchange-traded funds (“ETFs”), limited partnerships, and individual securities. Target allocations for plan assets are 60% equities and 40% fixed income. Of the equity portion, approximately 50% will be targeted to be invested in passively managed securities using ETFs and the other approximately 50% will be targeted to be invested in actively managed investment vehicles. Diversification is addressed by investing in mutual funds and ETFs which hold large, mid and small capitalization U.S. stocks, international (non-U.S.) equity, REITS, and real estate assets (consisting of inflation-linked bonds, real estate and natural resources). A percentage of investments are readily marketable in order to be sold to fund benefit payment obligations as they become payable.
The asset allocation targets and the actual allocation of pension assets in the Dover Downs Pension Plan are as follows:
Asset Category Target Actual Allocation at March 31, 2019
Equity Securities 60% 69%
Debt Securities 40% 29%
Other —% 2%
   Total 100% 100%

The fair values of pension assets in the Dover Downs Pension Plan asAs of March 31, 20192024, the Company had 40,483,375 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 Plans1,621,053
14,504,537
__________________________________
(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 Framework Agreement.

Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive loss by asset categorycomponent for the three months ended March 31, 2024 and 2023, respectively:
(in thousands)Foreign Currency Translation AdjustmentBenefit Plans
Cash Flow Hedges(1)
Net Investment HedgesTotal
Accumulated other comprehensive income (loss) at December 31, 2023$(177,203)$886 $(11,246)$(21,995)$(209,558)
Other comprehensive income (loss) before reclassifications(37,794)— 20,426 6,526 (10,842)
Reclassifications from accumulated other comprehensive income (loss) to earnings— — (2,886)(1,211)(4,097)
Tax effect— — (5,257)6,151 894 
Accumulated other comprehensive income (loss) at March 31, 2024$(214,997)$886 $1,037 $(10,529)$(223,603)

(1)    As of March 31, 2024, approximately $7.3 million of existing gains and losses are as follows:
(in thousands)        
Asset Category Total Level 1 Level 2 Level 3
Mutual funds/ETFs:  
  
  
  
Equity-large cap $4,932
 $4,932
 $—
 $—
Equity-mid cap 2,044
 2,044
 —
 —
Equity-small cap 2,465
 2,465
 —
 —
Equity-international 2,681
 2,681
 —
 —
Fixed income 4,981
 4,981
 —
 —
Money market 351
 351
 —
 —
Total mutual funds/ETFs $17,454
 $17,454
 $—
 $—

Contributions

Minimum pension contributions of $0.4 are requiredestimated to be made toreclassified into earnings within the Dover Downs Pension Plan under the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) in 2019. We expect to contribute approximately $0.4 million to the Dover Downs Pension Plan in 2019.next 12 months.


(in thousands)Foreign Currency Translation AdjustmentBenefit PlansTotal
Accumulated other comprehensive income (loss) at December 31, 2022$(295,984)$344 $(295,640)
Other comprehensive income52,073 — 52,073 
Accumulated other comprehensive income (loss) at March 31, 2023$(243,911)$344 $(243,567)


TWIN RIVER WORLDWIDE HOLDINGS, INC.
35
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



17.    COMMITMENTS AND CONTINGENCIES
Estimated Future Benefit Payments

Litigation

Diamond commenced reorganization proceedings under Chapter 11 of the Bankruptcy Code in March 2023. In July 2023, Diamond commenced litigation against Sinclair, Bally’s and others as part of its bankruptcy proceedings, challenging a series of transactions between Sinclair and Diamond. One of the 19 counts in the complaint includes Bally’s as a defendant, alleging that the Commercial Agreement with Sinclair involved fraudulent transfers and unlawful distributions. In the first quarter of 2024, Diamond agreed to settle these claims against all defendants, including Bally’s. Under the settlement terms, Diamond would receive payments from Sinclair and would reject the Commercial Agreement. Bally’s would continue to have naming rights on Diamond’s RSNs through the 2024 major league baseball season at no cost to either party (unless Diamond agrees with a new counterparty that will pay for such naming rights). Bally’s, in turn, would receive a release of all claims Diamond may have against it. Bally’s obligation to pay Diamond for the naming rights terminated upon the bankruptcy court’s approval of the settlement terms, which the court approved on March 1, 2024, and the Company derecognized the rights fees liability against the non-cash liability established at December 31, 2023. Bally’s has recorded a $202.6 million non-cash liability to reflect the effect of the termination of naming rights on its remaining commercial rights intangible asset originally recorded at the time that the arrangement was agreed, which is expected to occur in 2024.

The Company is a party to other various legal and administrative proceedings which have arisen in the ordinary course of its business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated future benefit payments under the Dover Downs Pension Plan are as follows:
(in thousands) 
Remaining 2019$625
2020873
2021911
2022964
20231,035
Years 2024-20285,918
Excess Plan

Dover Downs had historically maintained the Excess Plan, a non-qualified, non-contributory defined benefit pension plan for certain employees that had been frozen since July 2011. This Excess Plan provided benefits that would otherwise be provided under the qualified Dover Downs Pension Plan but for maximum benefit and compensation limits applicable under federal tax law. The costlosses associated with these proceedings is not material to the Excess PlanCompany’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 determined usingadequate insurance coverage to mitigate the same actuarial methodsrisk of loss pertaining to covered matters, legal and assumptions as those usedadministrative 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 $85 million in aggregate by 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 qualified Dover Downs Pension Plan. The Excess Plan was settled ashotel and no less than $65 million must be invested in non-hotel projects. As of March 31, 2019. The2024, approximately $5.5 million of the commitment to invest in non-hotel projects remains.

Bally’s Twin River - Pursuant to the terms of the Regulatory Agreement in Rhode Island, the Company made a settlement paymentis committed to invest $100 million in its Rhode Island properties over the term of $0.5 million during the three months endedmaster contract through June 30, 2043, including an expansion and the addition of new amenities at Bally’s Twin River. As of March 31, 2019. The settlement payment2024, approximately $57.4 million of the commitment remains.

Bally’s Chicago - Pursuant to the Host Community Agreement with the City of Chicago, the Company’s indirect subsidiary is recorded within accrued liabilitiesrequired to spend at least $1.34 billion on the opening balance sheet asdesign, construction and outfitting of the temporary casino and the permanent resort and casino. The actual cost of the development may exceed this minimum capital investment requirement. In addition, land acquisition date.costs and financing costs, among other types of costs, are not counted toward meeting this requirement.


Supplemental Executive Retirement PlanCity of Chicago Guaranty


TheIn connection with the Host Community Agreement, entered into by Bally’s Chicago Operating Company, also acquired Dover Downs’ non-elective, non-qualified supplemental executive retirement plan (“SERP”LLC (the “Developer”) which provides deferred compensation, a wholly-owned indirect subsidiary of the Company, the Company provided the City of Chicago with a performance guaranty whereby the Company agreed to certain highly compensated employeeshave 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 Dover Downs. The SERP is a discretionary defined contribution planChicago that the Developer has failed to perform various obligations under the host community agreement, the Company has agreed to indemnify the City of Chicago against any and contributions madeall 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.
36
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


Bally’s Chicago Casino Fees

Under the Illinois Gambling Act, the Company must pay various gaming license fees to the SERPIllinois Gaming Board in any given year are not guaranteedconnection 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 willgambling 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. On September 9, 2023, operations commenced at the sole discretion of the committee responsible for administering the SERP. The liability for SERP pension benefits as of the acquisition date was de minimis.
401(k) Plan
The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code covering non-union employees and certain union employees. The plan allows employeesCompany’s Bally’s Chicago temporary casino, which triggered $135.3 million in such required gaming license fees to defer upbe paid to the lesser ofIllinois Gaming Board, satisfying the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributionsCompany’s commitment to the plan. Total employer contribution expense to the 401(k) profit-sharing plan was $0.3 million for the three months ended March 31, 2019pay fees (i), (ii), (iii) and 2018.(iv).


Sponsorship Commitments
10.SEGMENT REPORTING

As of March 31, 2019,2024, the Company has five operating segments: Twin River Casino Hotel, Hard Rock Biloxi,entered into multiple sponsorship agreements with various professional sports leagues and teams. These agreements commit a total of $146.2 million through 2037 and grant the Tiverton Casino Hotel, Dover Downs,Company rights to use official league marks for branding and Mile High USA. Newport Grand, which represented an immaterial operating segment and operated up until its closing in August 2018, has been aggregated with Twin River Casino Hotel and Tiverton Casino Hotel to form the Rhode Island reportable segment. The Company’s Biloxi reportable segment includes only Hard Rock Biloxi. promotions, among other benefits.

Interactive Technology Commitments

The Company is evaluating whether Dover Downs will be aggregated into one ofhas certain multi-year agreements with its various market access and content providers, as well as its online sports betting platform partners, that require the Company’s existing reportable segments or represent its own reportable segment.Company to pay variable fees based on revenue, with minimum annual guarantees. As of March 31, 20192024, the cumulative minimum obligation committed in these agreements is approximately $46.1 million through 2029.


18.    SEGMENT REPORTING

The Company has three operating and reflected in the table below, the Company reported Dover Downs separately under the “Delaware” segment, which includes only Dover Downs.reportable segments: Casinos & Resorts, International Interactive and North America Interactive. The “Other” category includes Mile High USA, an immaterial operating segment. "Other" also includes interest expense for the Company and certain unallocated corporate operating expenses that are not allocatedand other adjustments, including eliminations of transactions among segments to reconcile to the other segments, which include,Company’s consolidated results including, among other expenses, share-based compensation, mergeracquisition and acquisitionother transaction costs and certain non-recurring charges.

The Company’s three reportable segments as of March 31, 2024 are:

Casinos & Resorts - Includes the Company’s 16 casino and resort properties, one horse racetrack and one golf course.

International Interactive - Gamesys’ European and Asian operations.

North America Interactive - A portfolio of sports betting, iGaming, and free-to-play gaming brands, and the North American operations are all withinof Gamesys.

As of March 31, 2024, the United States.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 10% of total revenue, respectively, for the three months ended March 31, 2024, and approximately 24% and 12%, respectively for the three months ended March 31, 2023. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

TWIN RIVER WORLDWIDE HOLDINGS, INC.Beginning in the third quarter of 2023, the Company updated its measure of segment performance to Adjusted EBITDAR (defined below) from Adjusted EBITDA. The prior year results presented below were reclassified to conform to the new segment presentation. Management believes segment Adjusted EBITDAR is representative of its ongoing business operations including its ability to service debt and to fund capital expenditures, acquisitions and operations, in addition to it being a commonly used measure of performance in the gaming industry and used by industry analysts to evaluate operations and operating performance.
37
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)




The following table shows net revenues, income (loss),sets forth revenue and identifiable assetsAdjusted EBITDAR for each of the Company’s three reportable segments and reconciles theseAdjusted EBITDAR on a consolidated basis to amounts shownnet (loss) income. 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
March 31,
(in thousands)20242023
Revenue
Casinos & Resorts$342,329 $328,786 
International Interactive234,683 245,572 
North America Interactive41,470 24,362 
Total$618,482 $598,720 
Adjusted EBITDAR(1)
Casinos & Resorts$89,418 $105,123 
International Interactive83,532 80,301 
North America Interactive(10,158)(10,563)
Other(14,677)(17,268)
Total148,115 157,593 
Operating income (costs) and (expense):
Rent expense associated with triple net operating leases(2)
(31,647)(31,238)
Depreciation and amortization(159,746)(74,561)
Transaction costs(6,794)(22,018)
Restructuring(18,613)(16,822)
Share-based compensation(3,058)(6,040)
Gain on sale-leaseback— 374,186 
Other(2,212)(4,368)
(Loss) income from operations(73,955)376,732 
Other (expense) income
Interest expense, net of interest income(73,131)(63,264)
Other4,554 2,610 
Total other expense, net(68,577)(60,654)
(Loss) income before income taxes(142,532)316,078 
Provision for income taxes(31,382)(137,742)
Net (loss) income$(173,914)$178,336 

(1)    Adjusted EBITDAR is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments, plus rent expense associated with triple net operating leases. Adjusted EBITDAR should not be construed as an alternative to GAAP net income, its most directly comparable GAAP measure, nor is it directly comparable to similarly titled measures presented by other companies.
(2)    Consists primarily of the operating lease components contained within certain triple net leases with GLPI. Refer to Note 15 “Leases” for further information.

38
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(in thousands)
Rhode
Island
 Delaware Biloxi Other Total
Three Months Ended March 31, 2019 
    
  
  
Net revenue$86,125
 $1,525
 $31,032
 $1,949
 $120,631
Income (loss) from operations31,319
 *
 5,414
 (6,426) 30,307
Income (loss) before provision for income taxes29,007
 *
 5,418
 (11,156) 23,269
Depreciation and amortization4,415
 *
 2,307
 47
 6,769
Interest expense2,319
 *
 —
 4,732
 7,051
Capital expenditures6,902
 *
 582
 15
 7,499
Goodwill83,101
 —
 48,934
 —
 132,035
Total assets550,274
 140,407
 261,645
 (1,250) 951,076
          
Three Months Ended March 31, 2018         
Net revenue$72,374
 n/a
 $30,008
 $2,424
 $104,806
Income (loss) from operations25,535
 n/a
 5,689
 (6,347) 24,877
Income (loss) before provision for income taxes23,067
 n/a
 5,689
 (9,578) 19,178
Depreciation and amortization2,863
 n/a
 2,313
 36
 5,212
Interest expense2,468
 n/a
 4
 3,267
 5,739
Capital expenditures17,868
 n/a
 1,270
 23,372
 42,510
Goodwill83,101
 n/a
 48,934
 —
 132,035
Total assets459,639
 n/a
 244,423
 10,710
 714,772
Three Months Ended March 31,
(in thousands)20242023
Capital Expenditures
Casinos & Resorts$9,879 $25,225 
International Interactive246 781 
North America Interactive260 526 
Other(1)
17,668 17,146 
Total$28,053 $43,678 

(1)    Includes $17.5 million related to our future Bally’s Chicago permanent facility.
* Amounts
Total assets are de minimis as there were only four day of operations included in 2019 first quarter results.not regularly reviewed for each operating segment when assessing segment performance or allocating resources and accordingly, are not presented.

11.EARNINGS PER SHARE
Basic
19.    EARNINGS (LOSS) PER SHARE

Diluted earnings per common share (“EPS”) is calculated by dividing net income applicable to common shareholders by the weighted average number of common shares outstanding and Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) for which no future service is required as a condition to the delivery of the underlying common stock (collectively, basic shares). Diluted EPS includes the determinants of basic EPSearnings 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
March 31,
(in thousands, except per share data)20242023
Net (loss) income applicable to common stockholders$(173,914)$178,336 
Weighted average common shares outstanding, basic48,119 54,420 
Weighted average effect of dilutive securities— 669 
Weighted average common shares outstanding, diluted48,119 55,089 
Basic earnings per share$(3.61)$3.28 
Diluted earnings per share$(3.61)$3.24 
There were 5,157,927 and 5,094,394 share-based awards that were considered anti-dilutive for the three months ended March 31, 2024 and 2023, 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 table below presents the computations ofPerformance 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 and diluted EPS:
 Three Months Ended March 31, 
(in thousands, except per share data)2019 2018 
Net income applicable to common stockholders$17,596
 $11,329
 
     
Weighted average shares outstanding, basic38,248
 36,823
 
Weighted average effect of dilutive securities119
 1,583
 
Weighted average shares outstanding, diluted38,367
 38,405
*
     
Per share data    
Basic$0.46
 $0.31
 
Diluted$0.46
 $0.29
 
* - Reflects rounding
shares outstanding at their issuance date. For the three months ended March 31, 20192024 and 2018, there2023, the shares underlying the Performance Warrants were no share-based awards thatanti-dilutive as certain contingencies were considered anti-dilutive.
TWIN RIVER WORLDWIDE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)


12.SUBSEQUENT EVENTS

not met. Refer to Note 7. “Long-Term Debt”2 “Summary of Significant Accounting Policies” for morefurther information onregarding the Company’s debt refinancing which closed May 10, 2019.Framework Agreement.



39


ITEM 2.
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 containsincludes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,securities laws. Forward-looking statements are statements as amended (the “Securities Act”),to matters that are not historical facts, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantialinclude statements about our plans, objectives, expectations and intentions.

Forward-looking statements are not guarantees and are subject to risks and uncertainties. In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plans,” “planned,” “seek,” “should,” “will,” and “would,” or similar words. Statements that contain these words and other statements that are forward-looking in nature should be read carefully because they discuss future expectations, contain projections of future results of operations or of financial positions or state other “forward-looking” information.
Forward-looking statements involve inherent uncertaintyare 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 ultimately prove to be incorrect or false. You are cautionedvary materially. Forward-looking statements speak only as of the time of this report and we do not to place undue reliance on forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statementsthem as more information becomes available, except as required by law.

Important factors beyond those that apply to reflect changed assumptions, the occurrence of unanticipated events or actual operating results. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to:
the risk that negative industry or economic trends and reductions in discretionary consumer spending as a result of competition, downturns in the economy or other changes could harm our business;
the risk that new gaming licenses or jurisdictions become available (or offer different gaming regulations or taxes) that results in increased competition to us;
the effect of the expansion of legalized gaming (including sports wagering) in the regions in which we operate;
the effects of intense competition that exists in the gaming industry;
the effects of the extensive governmental gaming regulation and taxation policies that we are subject to, as well as any changes in laws and regulations, including increased taxes, which could harm our business;
the risks of litigation that seeks to cause the repeal of certain gaming laws or regulations on which we rely to conduct our business, including a lawsuit filed in Rhode Island that seeks to overturn the decision to permit sports wagering within Rhode Island;
the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines and take other adverse actions against any of our operations;
the risk that any breach of the terms of the regulatory agreement we have entered into related to the operation of our Rhode Island properties could harm our business;
our obligation to fund multi-employer pension plans to which we contribute;
our ability to realize the anticipated benefit from our acquisition of Dover Downs, including, without limitation, the cost synergies we anticipate from the transaction;
the risk that our acquisitions and other expansion opportunities divert management’s attention or incur substantial costs, or that we are otherwise unable to develop, profitably manage or successfully integrate themost businesses, we acquire;
the risk that we may be unable to refinance our outstanding indebtedness as it comes due, or that if we do refinance, the terms are not favorable to us;
the risk that we may not declare dividends on shares of our common stock in 2019 or beyond;
the effects of extreme weather conditions or natural disasters on our facilities and the geographic areas from which we draw our customers, and our ability to recover insurance proceeds (if any);
the effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of economic recession, war, terrorist or similar activity or disasters in, at, or around our properties;
the risk that we fail to adapt our business and amenities to changing customer preferences;
the risk of failing to maintain the integrity of our information technology infrastructure, including cyber security hacking, causing the unintended distribution of our customer data to third parties and access by third parties to our customer data;


our estimated effective income tax rates, estimated tax benefits, and the merits of our tax positions; and
the potential of certain of our shareholders owning large interests in our capital stock to significantly influence our affairs.
This list of risks and uncertainties, however, is only a summary of some of the most important factorswhich are beyond our control, that could cause our 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 anticipatedaffecting 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 forward-looking statementsagreements to which we are subject, including our debt; and is not intended to be exhaustive. You should carefully review the
•other risks described under “Partidentified in Part I. Item 1A. Risk“Risk Factors” of ourBally’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182023 as filed with the SecuritiesSEC on March 15, 2024 and Exchange Commission (the “SEC”)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 April 1, 2019 as well as any other cautionary language in this Quarterly Report on Form 10-Q, as the occurrence of any of these events could adversely affect our business, financial condition or results of operations, and such adverse effect could be material.forward-looking statements.

Executive
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Overview

We are a diverse, multi-jurisdictional ownerglobal gaming, hospitality and operatorentertainment company with a portfolio of casinos and resorts and online gaming businesses. We provide our customers with physical and racing facilities,interactive entertainment and gaming experiences, including slot machinestraditional casino offerings, iGaming, online bingo, sportsbook and various casino tablefree-to-play (“F2P”) games. Headquartered in Rhode Island,

As of March 31, 2024, we own and manage 16 land-based casinos in 10 states across the Twin River Casino HotelUnited States (“Twin River Casino Hotel”US”), one golf course in New York, and one horse racetrack in Colorado operating under the Bally’s brand. Our land-based casino operations include approximately 15,300 slot machines, 600 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 Lincoln, Rhode Island, whichEurope and Asia and a growing presence in North America. Our revenues are primarily generated by these gaming and entertainment offerings. Our proprietary software and technology stack is designed to allow us to provide consumers with differentiated offerings and exclusive content.

Our Strategy and Business Developments

We seek to continue to grow our flagship property,business by actively pursuing the Tiverton Casino Hotel (“Tiverton Casino Hotel”)acquisition and development of new gaming opportunities and reinvesting in Tiverton, Rhode Island,our existing operations. We believe that interactive gaming represents a significant strategic opportunity for the Hard Rock Hotel & Casino (“Hard Rock Biloxi”)future growth of Bally’s and we will continue to actively focus resources in Biloxi, Mississippi, the Dover Downs Hotel & Casino (“Dover Downs”) in Dover, Delaware, and the Arapahoe Park racetrack and Havana Park off-track betting (“Mile High USA”) in Aurora, Colorado. On September 1, 2018,markets that we opened the Tiverton Casino Hotel following the closure of the Newport Grand Casino (“Newport Grand”) in August 2018. As of March 31, 2019,believe will regulate iGaming. We seek to increase revenues at our casinos had an aggregate of over 400,000 square feet of gaming space and approximately 8,500 slot machines, 265 gaming tables, 70 stadium gaming positions, 40 dining establishments, 20 bars, 1,200resorts through enhancing the guest experience by providing popular games, restaurants, hotel roomsaccommodations, entertainment and three entertainment venues.
Recentother amenities in attractive surroundings with high-quality guest service. We believe that our recent acquisitions have expanded and Pending Acquisitions
On March 28, 2019, we completed our acquisition of Dover Downs Gaming & Entertainment, Inc. (“Dover Acquisition”) and on March 29, 2019, in conjunction with the Dover Acquisition, our common stock was listed on the New York Stock Exchange (“NYSE”) and began trading under the ticker symbol “TRWH.”
On January 29, 2019, we entered into a definitive agreement pursuant to which we have agreed to acquire a subsidiary of Affinity Gaming (“Affinity”) that owns Golden Gates, Golden Gulch and Mardi Gras, Affinity’s three casino properties in Black Hawk, Colorado. The transaction is subject to the satisfaction of customary closing conditions, including review by the Colorado Division of Gaming and approval by the Colorado Limited Gaming Control Commission, and is expected to close in early 2020. Assuming the closing of our pending acquisition of the Black Hawk Properties, we will operate nine properties in total and also gain entry into the growing Black Hawk, Colorado area. This acquisition would further expand our operating footprint and diversifydiversified us from a financial standpoint,and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns, idiosyncratic regulatory changes orand increases in regional competition.
Segment Information
We consider each operatingcontinue 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.

Operating Structure

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

41

Casinos & Resorts - includes our 16 land-based casino properties, one horse racetrack and one golf course:
Property NameLocation
Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”)Atlantic City, New Jersey
Bally’s Black Hawk(1)(2)
Black Hawk, Colorado
Bally’s Chicago Casino (“Bally’s Chicago”)(3)
Chicago, Illinois
Bally’s Dover Casino Resort (“Bally’s Dover”)(2)
Dover, Delaware
Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)(2)
Evansville, Indiana
Bally’s Kansas City Casino (“Bally’s Kansas City”)Kansas City, Missouri
Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)Lake Tahoe, Nevada
Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)(2)
Rock Island, Illinois
Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”)Shreveport, Louisiana
Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2)
Tiverton, Rhode Island
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)Lincoln, Rhode Island
Bally’s Vicksburg Casino (“Bally’s Vicksburg”)Vicksburg, Mississippi
Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”)(2)
Biloxi, Mississippi
Tropicana Las Vegas Casino and Resort (“Tropicana Las Vegas”)(2)(4)
Las Vegas, Nevada
Bally’s Arapahoe ParkAurora, Colorado
Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”)Bronx, New York

(1)    Consists of three casino properties: Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.
(2)    Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 15 “Leases” for further information.
(3)    Temporary casino facility while permanent casino resort is constructed.
(4)    This property Twin River Casino Hotel, Hard Rock Biloxi, Dover Downs, Tiverton Casino Hotelclosed on April 2, 2024 as part of a plan to redevelop the site with a state-of-the-art integrated resort and Mile High USA, asballpark.

International Interactive - includes Gamesys, primarily a business-to-consumer (“B2C”) iCasino operator.

North America Interactive - includes the following North America businesses:
•Bally’s Interactive, primarily a B2C online iGaming and online sportsbook operator; and
•Consumer facing service and marketing engines, including SportCaller, a business-to-business (“B2B”) and F2P game provider for sports betting companies; Live at the Bike, an operating segment. The Company is evaluating whether Dover Downs will be aggregated into oneonline subscription streaming service featuring livestream and on-demand poker videos and podcasts; an investment in the Association of Volleyball Professionals (“AVP”), a professional beach volleyball organization and host of the Company’s existinglongest-running domestic beach volleyball tour; and an investment in Watch Stadium, a content distribution channel focused on sporting events.

The North America Interactive reportable segments or represent its own reportable segment. Assegment also includes the North American operations of March 31, 2019, the Company has reported Dover Downs in a separate “Delaware”Gamesys.

Refer to Note 18 “Segment Reporting” to our condensed consolidated financial statements for additional information on our segment thus for purposes of financial reporting our operating properties have been aggregated into the following three reportable segments, structure.

Rhode Island DelawareRegulatory Agreement

We are party to an Amended and Biloxi. In addition, prior to its closing in August 2018, we operated an additional immaterial operating segment, Newport Grand. Twin River Casino Hotel, Newport Grand and Tiverton Casino Hotel have been aggregated to formRestated Regulatory Agreement (the “Regulatory Agreement”), with the Rhode Island reportable segment. Our DelawareDepartment of Business Regulation (“DBR”) and Biloxi segment includes only Dover Downsthe State Lottery Division of the Rhode Island Department of Revenue (“DoL”). The Regulatory Agreement contains financial and Hard Rock Biloxi, respectively. We report Mile High USA, an immaterial operating segment,other covenants that, among other things, (i) restrict the acquisition of stock and shared services provided byother financial interests in us, (ii) relate to the licensing and composition of members of our management subsidiary,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 “Other” category.Regulatory Agreement).
Our properties have historically generated strong free cash flow driven by income growth and low maintenance capital expenditures. Our
42

The Regulatory Agreement also provides affirmative obligations, including setting a minimum number of employees that we must employ in Rhode Island and Delaware casinos do not bearproviding 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.

In addition, our master contracts with Rhode Island 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 the term, including an expansion and the addition of new amenities at Bally’s Twin River. As a licensed Technology Provider since July 1, 2021, Bally’s Twin River is entitled to an additional share of net terminal income on Video Lottery Terminals (“VLTs”) which they owned or leased. June 2021 legislation in Rhode Island also authorized a joint venture between Bally’s and IGT Global Solutions Corporation (“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 (“RI Joint Venture”). 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 the RI Joint Venture 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 RI Joint Venture 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 public health crises such as the COVID-19 pandemic, the impact of global and regional conflicts, rising inflation, rising interest rates and supply-chain disruptions, that can cause economic uncertainty and volatility. These challenges can negatively impact discretionary consumer spending and could result in a reduction in visitors to our properties, including those that stay in our hotels, or discretionary spending by our customers on entertainment and leisure activities. In addition, inflation generally affects our business by increasing our cost of labor. In periods of sustained inflation, it may be difficult to effectively control such increases to our costs of slot machine acquisitions, replacementsand retain key personnel.

Key Performance Indicators

The key performance indicator used in managing our business is consolidated Adjusted EBITDA and segment Adjusted EBITDAR which are non-GAAP measures. Adjusted EBITDA is defined as earnings, or maintenance, as this responsibility is borne byloss, for the state,Company, or where noted its reporting segments, before, in each case.
Financial Highlights

We reportedcase, interest expense, net revenueof interest income, provision (benefit) for income taxes, depreciation and income from operations of $120.6 millionamortization, non-operating (income) expense, acquisition and $30.3 million, respectively,other transaction related costs, share-based compensation and certain other gains or losses as well as, when presented for the three months ended March 31, 2019, compared to $104.8 million and $24.9 million, respectively, for the same period last year. The main factors affecting our results for the three months ended March 31, 2019, as compared to the three months ended March 31, 2018, were as follows:

The continued ramp of Tiverton Casino Hotel, which opened in September 2018, provided incremental top and bottom line contributions compared to Newport Grand which we operated in the first quarter 2018 prior to transferring the license to Tiverton.
The acquisition of Dover Downs on March 28, 2019 which contributed $1.5 million to net revenue.
Legal and financial advisory costs of $6.4 million recorded in the first quarter 2019reporting segments, an adjustment related to the merger with Dover Downs and costsallocation of becoming a public company.
Prior year results included a $5.9 million chargecorporate cost among segments. Segment Adjusted EBITDAR is Adjusted EBITDA (as defined above) for the Company’s reportable segments, plus rent expense associated with triple net operating leases with GLPI for the Newport Grand disposal loss.real estate assets used in the operation of the Bally’s casinos and the assumption of the lease for real estate and land underlying the operations of the Bally’s Lake Tahoe property.

We use consolidated Adjusted EBITDA and segment Adjusted EBITDAR to analyze the performance of our business and they are used as determining factors for performance-based compensation for members of our management team. We use consolidated Adjusted EBITDA and segment Adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a more fulsome understanding of our core operating results and as a means to evaluate period-to-period performance. Also, we present consolidated Adjusted EBITDA and segment Adjusted EBITDAR because they are used by some investors and creditors as indicators of the strength and performance of ongoing business operations, including our ability to service debt, and to fund capital expenditures, acquisitions and operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value companies within our industry. Consolidated Adjusted EBITDA and segment Adjusted EBITDAR information is presented because management believes that they are commonly used measures of performance in the gaming industry and that they are considered by many to be key indicators of our operating results.

43

A $4.9 million decreaseConsolidated Adjusted EBITDAR is used outside of our financial statements solely as a valuation metric. Consolidated Adjusted EBITDAR is defined as consolidated Adjusted EBITDA plus rent expense associated with triple net operating leases. Consolidated Adjusted EBITDAR is an additional metric used by analysts in share-based compensation expensesvaluing gaming companies subject to triple net leases since it eliminates the effects of variability in leasing methods and capital structures. This metric is included as supplemental disclosure because (i) we believe Consolidated Adjusted EBITDAR is used by gaming operator analysts and investors to determine the equity value of gaming operators and (ii) financial analysts refer to Consolidated Adjusted EBITDAR when valuing our business. We believe Consolidated Adjusted EBITDAR is useful for equity valuation purposes because (i) its calculation isolates the effects of financing real estate, and (ii) using a multiple of Consolidated Adjusted EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising from operating leases related to real estate.

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

First Quarter 2024 Results of Operations

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

 Three Months Ended March 31, 
(In millions)2019 2018 
Net revenue$120.6
 $104.8
 
Income from operations$30.3
 $24.9
 
Net income$17.6
 $12.6
 
 Three Months Ended March 31,
(in millions)20242023
Total revenue$618.5 $598.7 
(Loss) income from operations(74.0)376.7 
Net (loss) income(173.9)178.3 

The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of nettotal revenue:
 Three Months Ended
March 31,
 20242023
Total revenue100.0 %100.0 %
Gaming and non-gaming expenses46.0 %45.1 %
General and administrative40.2 %42.0 %
Gain from sale-leaseback, net— %(62.5)%
Depreciation and amortization25.8 %12.5 %
Total operating costs and expenses112.0 %37.1 %
(Loss) income from operations(12.0)%62.9 %
Other income (expense):  
Interest expense, net(11.8)%(10.6)%
Other non-operating income, net0.7 %0.4 %
Total other expense, net(11.1)%(10.1)%
(Loss) income before income taxes(23.0)%52.8 %
Provision for income taxes5.1 %23.0 %
Net (loss) income(28.1)%29.8 %

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

44
 Three Months Ended March 31, 
 2019 2018 
Net revenue100.0 % 100.0 % 
Gaming, racing, hotel, food and beverage expenses30.7 % 28.3 % 
Advertising, general and administrative38.5 % 37.4 % 
Other operating costs and expenses— % 5.6 % 
Depreciation and amortization5.6 % 5.0 % 
Total operating costs and expenses74.9 %*76.3 % 
Income from operations25.1 % 23.7 % 
Other income (expense) 
  
 
  Interest expense(5.8)% (5.5)% 
  Other, net— % — % 
Total other income (expense)(5.8)% (5.4)%*
Income before provision for income taxes19.3 % 18.3 % 
Provision for income taxes4.7 % 6.2 % 
Net income14.6 % 12.1 % 

* - Reflects Rounding

Segment Performance

The following table sets forth certain financial information associated with results of operations for the three months ended March 31, 20192024 and 2018. Non-gaming revenue includes hotel, food and beverage and other revenue. Non-gaming expenses include hotel, food and beverage and other expenses. All amounts are before any allocation of corporate costs.2023.
Three Months Ended March 31,
(in thousands, except percentages)20242023$ Change% Change
Revenue:
Gaming
Casinos & Resorts$250,418 $233,107 $17,311 7.4 %
International Interactive231,267 237,181 (5,914)(2.5)%
North America Interactive34,372 16,607 17,765 107.0 %
Total Gaming revenue516,057 486,895 29,162 6.0 %
Non-gaming    
Casinos & Resorts91,911 95,679 (3,768)(3.9)%
International Interactive3,416 8,391 (4,975)(59.3)%
North America Interactive7,098 7,755 (657)(8.5)%
Total Non-gaming revenue102,425 111,825 (9,400)(8.4)%
Total revenue$618,482 $598,720 $19,762 3.3 %
Operating costs and expenses:    
Gaming    
Casinos & Resorts$95,203 $82,423 $12,780 15.5 %
International Interactive105,811 117,929 (12,118)(10.3)%
North America Interactive35,130 17,309 17,821 103.0 %
Total Gaming expenses236,144 217,661 18,483 8.5 %
Non-gaming    
Casinos & Resorts46,110 45,279 831 1.8 %
International Interactive1,127 4,860 (3,733)(76.8)%
North America Interactive874 2,205 (1,331)(60.4)%
Total Non-gaming expenses48,111 52,344 (4,233)(8.1)%
General and administrative    
Casinos & Resorts164,819 128,117 36,702 28.6 %
International Interactive43,067 57,927 (14,860)(25.7)%
North America Interactive14,389 24,930 (10,541)(42.3)%
Other26,161 40,634 (14,473)(35.6)%
Total General and administrative$248,436 $251,608 $(3,172)(1.3)%
Margins:
Gaming expenses as a percentage of Gaming revenue46 %45 %1 %
Non-gaming expenses as a percentage of Non-gaming revenue47 %47 %— %
General and administrative as a percentage of Total revenue40 %42 %(2)%

45
(In thousands, except percentages)Three Months Ended
March 31,		 2019 over 2018
 2019 2018 $ Change % Change
Revenue:       
Gaming and Racing Revenue       
Rhode Island$69,831
 $60,315
 $9,516
 15.8 %
Delaware996
 —
 996
 100.0 %
Biloxi21,060
 20,139
 921
 4.6 %
Other1,921
 2,412
 (491) (20.4)%
Total Gaming and Racing Revenue93,808
 82,866
 10,942
 13.2 %
        
Non-Gaming Revenue 
  
  
  
Rhode Island16,294
 12,059
 4,235
 35.1 %
Delaware529
 —
 529
 100.0 %
Biloxi9,972
 9,869
 103
 1.0 %
Other28
 12
 16
 133.3 %
Total Non-Gaming Revenue26,823
 21,940
 4,883
 22.3 %
Net Revenue120,631
 104,806
 15,825
 15.1 %
        
Operating costs and expenses: 
  
  
  
Gaming and Racing Expenses 
  
  
  
Rhode Island$14,315
 $10,875
 $3,440
 31.6 %
Delaware441
 —
 $441
 100.0 %
Biloxi7,122
 6,586
 536
 8.1 %
Other1,389
 1,445
 (56) (3.9)%
Total Gaming and Racing Expenses23,267
 18,906
 4,361
 23.1 %
        
Non-Gaming Expenses 
  
  
  
Rhode Island8,196
 5,750
 2,446
 42.5 %
Delaware350
 —
 350
 100.0 %
Biloxi5,273
 4,981
 292
 5.9 %
Other2
 1
 1
 100.0 %
Total Non-Gaming Expenses13,821
 10,732
 3,089
 28.8 %
        
Advertising, general and administrative 
  
  
  
Rhode Island24,230
 19,680
 4,550
 23.1 %
Delaware734
 —
 734
 100.0 %
Biloxi9,600
 9,598
 2
 — %
Other11,903
 9,882
 2,021
 20.5 %
Total Advertising, general and administrative46,467
 39,160
 7,307
 18.7 %
        
Margins:       
Gaming and Racing Expenses as a percentage of Gaming and Racing Revenue25%
23%   2 %
Non-Gaming Expenses as a percentage of Non-gaming Revenue52%
49%   3 %
Advertising, general and administrative as a percentage of Net Revenue39%
37%   2 %



Three Months Ended March 31, 20192024 Compared to Three Months Ended March 31, 20182023
Net revenue
NetTotal Revenue

Total revenue for the three months ended March 31, 2019 increased 15.1% to $120.6 million, from $104.8 million in the same period last year. Gaming2024 and racing revenue increased $10.9 million, or 13.2%, to $93.8 million for the three months ended March 31, 2019 compared to the same period last year, driven by our Rhode Island segment which accounted for $9.5 million of this increase. Non-gaming revenue increased $4.9 million, or 22.3%, to $26.8 million for the three months ended March 31, 2019 compared to the same period last year, driven by our Rhode Island operations which accounted for $4.2 million2022 consisted of the increase. The acquisition of Dover Downs on March 28, 2019 contributed $1.5 million to netfollowing (in thousands):
Three Months Ended March 31,
 20242023$ Change% Change
Gaming$516,057 $486,895 $29,162 6.0 %
Hotel41,090 47,332 (6,242)(13.2)%
Food and beverage34,952 33,608 1,344 4.0 %
Retail, entertainment and other26,383 30,885 (4,502)(14.6)%
Total revenue$618,482 $598,720 $19,762 3.3 %

Total revenue for the three months ended March 31, 2019.2024 increased 3.3% to $618.5 million, from $598.7 million in the same period last year. We saw total revenue increase in our Casinos & Resorts and North America Interactive reporting segments, mainly due to the inclusion of our Bally’s Chicago temporary casino property in the current year, and the continued growth in our North American iGaming and sportsbook presence with expanded operating jurisdictions in the current year.
Operating costs and expenses
Gaming and racingNon-gaming Expenses

Gaming and non-gaming expenses for the three months ended March 31, 20192024 increased $4.4 million, or 23.1%, to $23.3$14.3 million, from $18.9$270.0 million in 2018. This increase2023. The increased gaming expense from the prior year was primarily attributable to an increase of $3.4 million in our Rhode Island segment duethe expenses related to the openinglaunch of our mobile iGaming and Bally Bet sportsbook apps across several North American jurisdictions. Additionally, the Tiverton Casino Hotel offset by a decrease resultinginclusion of expenses from our recently opened Bally’s Chicago temporary casino property contributed to the closing of Newport Grand. The increase is also partially duein both gaming and non-gaming expenses compared to higher laborprior year.

General and benefits costs of $0.7 million, primarily driven by the addition of sportsAdministrative

General and stadium gaming in our Rhode Island segment.
Non-gaming expensesadministrative expense for the three months ended March 31, 2019 increased $3.1 million, or 28.8%, to $13.82024 decreased $3.2 million from $10.7$251.6 million in the same period last year. This increase wasyear, primarily attributable to an increase of $2.4 million in our Rhode Island segment due to the opening of the Tiverton Casino Hoteldecrease in acquisition and integration costs from prior year, partially offset by a decrease of $0.6 million from closing Newport Grand.
Advertising, generalincreased severance and administrative
Advertising, general and administrative expenses for the three months ended March 31, 2019 increased $7.3 million, or 18.7%, to $46.5 million from $39.2 millionemployee related benefit costs in the same period last year. This increase was primarily attributable to $6.4 million of costs incurred related to the merger of Dover Downs and costs of becoming a publicly traded company coupledconnection with an increase in our Rhode Island segment of $4.6 million which was driven by higher overhead costsrestructuring at our Tiverton Casino Hotel as compared to Newport Grand and higher facility-related expenses at Twin River Casino Hotel. Additionally, we incurred higher corporate operating costs of $1.9 million in the quarter primarily due to increased wages and professional fees associated with operating as a public company. These increases were partially offset by a decrease in share-based compensation expense of $4.9 million resulting from the timing of performance grants and the settlement of certain liability classified awardsTropicana Las Vegas property, which were being marked-to-market in the prior year that settled in late 2018.closed April 2, 2024.
Other operating costs and expenses
During the three months ended March 31, 2018, we recorded other operating costs and expenses of $5.9 million directly attributable to a disposal loss related to the sale of Newport Grand. We did not incur other operating costs and expenses during the three months ended March 31, 2019.
Depreciation and amortizationAmortization

Depreciation and amortization for the three months ended March 31, 20192024 was $6.8$159.7 million, an increase of $1.6$85.2 million or 29.9%, compared to the same period last year.year. This increase was attributable to increasedlargely driven by our Tropicana Las Vegas property where we recorded accelerated depreciation foron assets as a result of the Twin River Casino Hotel andrecent closure of the Tiverton Casino Hotel which opened in late 2018.property on April 2, 2024.

(Loss) Income from operationsFrom Operations
Income
Loss from operations was $30.3$74.0 million for the three months ended March 31, 20192024 compared to $24.9 million in 2018. As a percentage of net revenue, income from operations increased from 23.7% to 25.1% as the prior year income from operations included the $5.9 million disposal for Newport Grand.
Other income (expense)
Total other expense, which is primarily comprised of interest expense of $7.1 million for the three months ended March 31, 2019, increased $1.3 million from $5.7$376.7 million in the same period last year. The change year-over-year was driven by depreciation at our Tropicana Las Vegas property in the current year, as noted above, combined with the gain on sale-leaseback recorded during the first quarter of 2023 related to our Hard Rock Biloxi and Bally’s Tiverton properties.

Other Income (Expense)

Total other expense increased $7.9 million to $68.6 million for the first quarter of 2024 from $60.7 million in the same period last year. The increase in other expense was primarily attributable to an increase in interest expense due primarily to higher interest rates year-over-year.of our borrowings year-over-year, partially offset by increased interest income recognized on our derivative instruments and increased foreign currency gains.


46

Provision for income taxesIncome Taxes

Provision for income taxes for the three months ended March 31, 2019 decreased $0.92024 was $31.4 million year-over-year.compared to $137.7 million in the prior year. The effective tax rate for the first quarter of 2024 was 24.4%(22.0)% compared to 34.1%43.6% in the prior year. The 2024 year to date effective tax rate differed from the US federal statutory tax rate of 21%, creating a provision for income tax on the Company’s Loss before income taxes, largely due to an increase in the valuation allowance, coupled with a tax liability for foreign discrete items.

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 estimated impact of this directive is immaterial to the Company’s consolidated financial statements in the current year.

Net Loss and Earnings Per Share

Net loss for the three months ended March 31, 2018.
Net2024 was $173.9 million, or $(3.61) per diluted share, compared to net income
Net income of $178.3 million, or $3.24 per diluted share, for the three months ended March 31, 20192023.

Adjusted EBITDA and Adjusted EBITDAR by Segment

Consolidated Adjusted EBITDA was $17.6$116.5 million an increasefor the three months ended March 31, 2024, a decrease of $5.0$9.9 million, or 39.3%7.8%, from $12.6$126.4 million in the same period last year. As a percentage of net revenue, net income increased from 12.1%

Adjusted EBITDAR for the Casinos & Resorts segment for the three months ended March 31, 20182024 decreased $15.7 million to 14.6%$89.4 million compared to the same prior year period. This decrease was primarily attributable to winter weather impacts across multiple properties.

Adjusted EBITDAR for the International Interactive segment for the three months ended March 31, 2019.2024 increased $3.2 million to $83.5 million compared to the same prior year period, mainly due to stronger performance in the United Kingdom year-over-year.

Adjusted EBITDAR loss for the North America Interactive segment for the three months ended March 31, 2024 was $(10.2) million compared to an adjusted EBITDAR loss of $(10.6) million for the three months ended March 31, 2023, respectively. The decrease in adjusted EBITDAR losses are largely driven by stronger performance in iGaming and sportsbook in the current year.

47

The following table presents segment Adjusted EBITDAR, which is our reportable segment GAAP measure and our primary measure for profit or loss for our reportable segments, and consolidated Adjusted EBITDA. The following table reconciles consolidated Adjusted EBITDA, which is a non-GAAP measure, to net income (loss), as derived from our financial statements (in thousands):
Three Months Ended
March 31,
(in thousands)20242023
Adjusted EBITDAR
Casinos & Resorts$89,418 $105,123 
International Interactive83,532 80,301 
North America Interactive(10,158)(10,563)
Other(14,677)(17,268)
Total148,115 157,593 
Rent expense associated with triple net operating leases(1)
(31,647)(31,238)
Adjusted EBITDA116,468 126,355 
Interest expense, net of interest income(73,131)(63,264)
Provision for income taxes(31,382)(137,742)
Depreciation and amortization(159,746)(74,561)
Non-operating (income) expense(2)
(997)3,857 
Foreign exchange (gain)/loss2,816 (4,308)
Transaction costs(3)
(6,794)(22,018)
Restructuring charges(4)
(18,613)(16,822)
Share-based compensation(3,058)(6,040)
Gain on sale-leaseback— 374,186 
Planned business divestiture(5)
— (1,864)
Other(6)
523 557 
Net (loss) income$(173,914)$178,336 
__________________________________
(1)    Consists of the operating lease components contained within our triple net master lease 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.
(2)    Non-operating (income) expense includes: (i) change in value of commercial 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.
(3)    Includes acquisition, integration and other transaction related costs, financing costs incurred in connection with the prior year sale lease-back transaction, and costs incurred to address the Standard General takeover bid.
(4)    Restructuring charges representing severance and employee related benefits related to the announced Interactive business restructuring initiatives and the closure of our Tropicana Las Vegas property on April 2, 2024.
(5)    Losses related to a North America Interactive business that Bally’s was marketing as held-for-sale in 2023.
(6)    Other includes the following items: (i) non-routine legal expenses and settlement charges for matters outside the normal course of business, (ii) storm related insurance and business interruption recoveries, and (iii) other individually de minimis expenses.

Critical Accounting Policies and Estimates


Except as described below, thereThere were no material changes in critical accounting policies and estimates during the period covered by this Quarterly Report on Form 10-Q. Refer to Item 7.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 20182023 for a complete list of our Critical Accounting Policies and Estimates.

Pension Plan

We sponsor a pension plan that covers certain employees who meet eligibility requirements. On June 15, 2011, it was announced that the Dover Downs Pension Plan, which we acquired during the first quarter of 2019, was frozen to participation and benefit accruals as of July 31, 2011. The benefits provided by our defined benefit pension plan are based on years of service and employee’s remuneration through July 31, 2011.

While we believe the valuation methods used to determine the fair value of plan assets are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The determination of our obligation and related expense for Company-sponsored pension benefits is dependent, in part, on management’s selection of certain actuarial assumptions used in calculating these amounts. These assumptions include, among other things, the discount rate and the expected long-term rate of return on plan assets. Refer to Note 9. “Benefit Plans” in the Notes to Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for information related to the actuarial assumptions used in determining pension liabilities and expenses.

We review and select the discount rate to be used in connection with our pension obligation annually. The discount rate reflects the current rate at which the associated liabilities could be effectively settled at the end of the year. We set our rate to reflect the yield of a portfolio of high quality, fixed-income debt instruments that would produce cash flows sufficient in timing and amount to settle projected future benefits.

Our assumption regarding expected long-term rate of return on plan assets is determined based on the portfolio’s actual and target composition, current market conditions, forward-looking return and risk assumptions by asset class, and historical long-term investment performance. In accordance with applicable accounting standards, actual results that differ from our assumptions are accumulated and amortized over future periods and, therefore, affect expense and obligations in future periods.

For 2019, each 25 basis point increase/decrease in the discount rate would increase/decrease pension expense by approximately $0.02 million and each 25 basis point increase/decrease in expected return on plan assets would increase/decrease pension expense by approximately $0.03 million. Although we believe our assumptions are appropriate, the actuarial assumptions may differ from actual results due to changing market and economic conditions, higher or lower withdrawal rates and longer or shorter life spans of participants.

Amortization of net actuarial loss or gain expense recognition

We recognize the amortization of net actuarial loss or gain on the Dover Downs Pension Plan over the remaining life expectancy of all plan participants. This is based on the fact that the defined benefit pension plan is both closed to new entrants and all benefit accruals have been frozen.


Full yield curve expense recognition

We utilize the “full yield curve” approach for determining the interest and service cost components of net periodic benefit cost for defined benefit pension plans. Under this method, the discount rate assumption used in the interest and service cost components of net periodic benefit cost is built through applying the specific spot rates along the yield curve used in the determination of the benefit obligation described above, to the relevant projected future cash flows of our pension plan. We believe the “full yield curve” approach reflects a greater correlation between projected benefit cash flows and the corresponding yield curve spot rates and provides a more precise measurement of interest and service costs.

Valuation of Assets and Liabilities Acquired in a Business Combination

We account for acquired businesses using the acquisition method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of the acquisition at their respective estimated fair values. Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination. The judgments made in determining the estimated fair value assigned to each class of assets acquired, as well as the estimated useful life of each asset, can materially impact the net income of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. In determining the estimated fair value for intangible assets, we typically utilize the income approach, which discounts the projected future net cash flow using an appropriate discount rate that reflects the risks associated with such projected future cash flow.

Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. Intangible assets determined to have an indefinite useful life are reassessed periodically based on the expected use of the asset by us, legal or contractual provisions that may affect the useful life or renewal or extension of the asset’s contractual life without substantial cost, and the effects of demand, competition and other economic factors.


Recent Accounting Pronouncements


SeeRefer to Note 2. “Recently Adopted and 4 “Recently Issued Accounting Pronouncements” to our condensed consolidated financial statements includedPronouncements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements that affect us.


48

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 flow summaryFlows Summary
Three Months Ended March 31,
(in thousands)20242023
Net cash used in operating activities$(7,854)$(16,112)
Net cash (used in) provided by investing activities(43,401)319,636 
Net cash provided by (used in) financing activities51,327 (173,568)
Effect of foreign currency on cash and cash equivalents(4,445)2,819 
Change in cash and cash equivalents and restricted cash held for sale— (1,097)
Net change in cash and cash equivalents and restricted cash(4,373)131,678 
Cash and cash equivalents and restricted cash, beginning of period315,262 265,184 
Cash and cash equivalents and restricted cash, end of period$310,889 $396,862 

(In thousands)Three Months Ended March 31,
 2019 2018
Net cash provided by operating activities$24,983
 $28,815
Net cash used in investing activities(17,105) (41,466)
Net cash provided by (used in) financing activities23,391
 (10,038)
Operating Activities

Net cash provided by operating activities
Net cash provided byused in operating activities for the three months ended March 31, 20192024 was $25.0 million, a decrease of $3.8$7.9 million, compared to the three months ended March 31, 2018. This decrease was primarily attributable to a decrease of $4.7$16.1 million in net income adjusted for non-cash items for the three months ended March 31, 2019 compared to 2018. This2023. The decrease is partially offset by a $0.9 million increase in cash provided byused in operating assets and liabilities,activities was primarily driven by a $2.9the $374.2 million increasegain on sale-leaseback in cash providedthe first quarter of 2023 coupled with the accelerated depreciation of our Tropicana Las Vegas assets in the current year, offset by prepaid expensesdecreased deferred income taxes, changes in working capital and other assets related to prepaid taxes and certain prepaid items for Tivertonour net income position in the prior year and an increasecompared to a net loss position in accounts payable of $5.8 million resulting primarily from gaming taxes payable to the State of Rhode Island. These cash inflows were partially offset by a decrease in accrued liabilities of $5.1 million driven by comparable changes in accruals for capital expenditures and an increase in inventory of $0.8 million.2024.
We believe that our net cash flows from operating activities and funds available from our New Credit Facility (defined below) will be sufficient to provide for our working capital needs and capital spending requirements for the foreseeable future. In addition, with the Expanded Gaming Act that was signed into law in Massachusetts, we expect to face increased competition in the Rhode Island market. In June 2015 the slots-only Plainridge Park Casino in Plainville, Massachusetts opened and in the third quarter of 2018, MGM Resorts International opened the $1.0 billion Springfield resort casino in Springfield, Massachusetts. We expect to

Investing Activities
face further competition with the expected opening of the $2.6 billion Encore Boston Harbor which is scheduled to open in June 2019. While competition has and will affect us, by focusing on attracting and maintaining customers and increasing our marketing, we believe we will continue to be highly competitive in the market.
Net cash used in investing activities
Net cash used in investing activities for the three months ended March 31, 20192024 was $17.1$43.4 million, a decrease of $24.4$363.0 million compared to net cash provided by investing activities of $319.6 million for the three months ended March 31, 2018. The decrease2023. This change was primarily driven by a reductionthe proceeds from sale-leaseback transactions in capital expenditures compared to the prior year period related to the Tiverton Casino Hotel and the new hotel at Twin River Casino Hotel of $30.1 million and $7.1 million, respectively. This decrease was partially offset by the cash outlay for the acquisition of Dover Downs, net of cash acquired of $9.6 million, and a year-over-year increasedecrease in maintenancecash paid for acquisitions and capital expenditures of $2.2 million.year-over-year.
Net cash used in financing activities
Financing Activities

Net cash provided by financing activities for the three months ended March 31, 20192024 was $23.4$51.3 million compared to net cash used in financing activities of $173.6 million for the three months ended March 31, 2018 of $10.0 million.2023. This changeincrease was primarily driven by a $29.7 million reduction in term loan repayments, offset slightly by a $5.0 millionmainly attributable to an increase in revolver borrowings.
Working Capital
At March 31, 2019, cash and cash equivalents and restricted cash totaled $112.7 million, compared to $81.4 million at December 31, 2018. The increase of $31.3 million is primarily attributable to cash from operations from the three months ended March 31, 2019 andlong term debt borrowings on our revolving credit facility offset by the acquisition of Dover Downs, capital expenditureslower payments made year-over-year and repayments of debt.a decrease in stock repurchases.
At March 31, 2019, net working capital balance was $(12.1) million, compared to$46.9 million at December 31, 2018. The decrease is primarily attributable to the increase in the current portion of debt as the full revolver balance of $80 million, which was retired on May 10, 2019, is presented as current long-term debt as
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Capital Return Program

As of March 31, 2019. The remaining difference can be attributed to the timing of working capital balances discussed above.
We assess liquidity in terms of the ability to generate cash to fund operating, investing and financing activities. The primary ongoing cash requirements will be to fund operations, capital expenditures, interest payments and investments in line with our business strategy. In addition, we expect to pay a quarterly cash dividend initially targeted at approximately 1% of the common stock price beginning later in 2019. We believe that future operating cash flows will be sufficient to meet future needs2024, there was $95.5 million available for operating and internal investing cash for the next twelve months. Furthermore, existing cash balances and availability of additional borrowingsuse under the New Credit Facility (defined below) provide additional potential sources of liquidity should they be required. We are also consideringcapital return program, subject to limitations in our regulatory and debt agreements. Future share repurchases of our common stock, which may be effected through onein various ways, which could include open-market or more private repurchase transactions, (which may occur in conjunction with underwritten secondary offerings by one or more of our shareholders), tender offers and/or market or accelerated stock repurchase programs.programs, tender offers or other transactions. The amount, timing and terms of any return of capital to shareholderstransaction will be determined at that time and will be based on prevailing market conditions and other factors. There is no fixed time period to complete share repurchases.

We did not pay cash dividends during the three months ended March 31, 2024 or 2023, 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, and prospects, our debtresults of operations, contractual restrictions, capital and regulatory covenants, our near- and long-term cash requirements and other factors.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”).

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
There was $421.2 million outstanding under
On October 1, 2021, we entered into the Credit Facility at March 31, 2019, including $341.2 millionAgreement 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 also includes certain financial covenants the Company is required to maintain throughout the term of the credit facility. These financial covenants include a provision where, in the event borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment, the Company is required to maintain a first lien secured indebtedness to Adjusted EBITDA ratio of 5.00 to 1.00. As of March 31, 2024, the Company was in compliance with all applicable covenants.

During 2023, the Company entered into certain currency swaps to synthetically convert $500 million of its Term Loan Facility to an equivalent fixed-rate Euro-denominated instrument, due July 2020October 2028, with ana weighted average fixed interest rate of LIBOR plus a marginapproximately 6.69% per annum. The Company also entered into additional currency swaps to synthetically convert $200 million, notional, of 3.50% (6.00% at March 31, 2019), and $80 million outstanding underits floating rate Term Loan Facility, to an equivalent GBP-denominated floating rate instrument, due October 2026. Additionally, as part of the $150 million revolving Credit Facility that would have expired in January 2020, with anCompany’s risk management program to manage its overall interest rate of LIBOR plus a margin of 3.50% (6.62% at March 31, 2019). All principal balances related to the Credit Facility were settled as a result of the principal prepayment of $421.2 million on May 10, 2019 in conjunction with the issuance of the Senior Notes (defined below) and entering into a New Credit Facility (defined below).
We were in compliance with the covenants of all of our debt agreements as of March 31, 2019.

New Credit Facility

On May 10, 2019,exposure, the Company entered into a credit agreement with Citizens Bank, N.A., as administrative agent, andnotional aggregate amount of $500 million interest rate collar arrangements maturing in 2028 where the lenders party thereto (the “ New Credit Facility”), consisting of a $300.0 million term loan facility (the “New Term Loan Facility” or “Term Loan”) and a $250.0 million revolving credit facility (the “ New Revolving Credit Facility” or “Revolver”). There were no borrowingsCompany’s SOFR floating rate interest under the Revolver at closing. The Company’s obligations under the Revolver will mature on May 10, 2024. The Company’s obligations under theits Term Loan Facility will mature on May 10, 2026. The Company is required to make quarterly

principal payments of $750 thousand on the Term Loan Facility on the last day of each fiscal quarter beginning on September 30, 2019. In addition, the Company may be required to make mandatory payments of amounts outstanding under the New Credit Facility with the proceeds of certain casualty events, debt issuances, and asset sales and the Company may be required to apply a portion of its excess cash flow to repay amounts outstanding under the New Credit Facility.

6.75% Senior Notes due 2027

On May 10, 2019, the Company issued $400 million aggregate principal amount of 6.75% unsecured senior notes due June 1, 2027 (the “Senior Notes”). Interest on the Senior Notes will be paid semi-annually in arrears on June 1 and December 1. The Company used a portion of the net proceeds from the Senior Notes, togethercapped at 4.25%, with a portionweighted average SOFR floor rate of the proceeds from its New Term Loan Facility, to repay borrowings under its retired bank credit facility. The balance of such net proceeds is currently held in cash form.

The Senior Notes will be guaranteed, jointly and severally, by each of the Company’s restricted subsidiaries that guarantees our New Credit Facility and certain other debt (collectively, the “guarantors”). The Senior Notes and the guarantees will be our and the guarantors’ general senior unsecured obligations, ranking senior in right of payment to all of the Company’s and the guarantors’ future debt that is expressly subordinated in right of payment3.22%, pursuant to the Senior Notes and the guarantees, if any, ranking equally in right of payment with all of our and the guarantors’ existing and future senior debt and will be effectively subordinated to all of our and the guarantors’ existing and future secured debt, including indebtedness under the New Credit Facility, to the extent of the value of the collateral securing such debt. In addition, the Senior Notes and the guarantees will be structurally subordinated to all existing and future indebtedness and other liabilities of the non-guarantor subsidiaries.interest rate collar arrangements.

Refer to “Note 7. Note 10 “Derivative Instruments” and Note 14 “Long-Term Debt”Debt” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additionalfurther information.

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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 $2.28 billion as of March 31, 2024, of which $105.8 million is due within the current year. Refer to Note 15 “Leases” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

GLPI Leases

As of March 31, 2024, 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.

During 2023, 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 under 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. The Company recorded this lease with a corresponding long-term financing obligation of $200.0 million as of March 31, 2024 and December 31, 2023.

Capital Expenditures

Capital expenditures are accounted for as either project, maintenance or maintenance (replacement) capitalcapitalized 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.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 three months ended March 31, 2019,2024, capital expenditures were $7.5$28.1 million consistingcompared to $43.7 million in the same period last year. During the three months ended March 31, 2024, we continued our spending on our planned projects and maintenance at our casino properties, the most significant being our future Bally’s Chicago permanent facility.

Bally’s Twin River - In connection with our partnership with IGT, we have committed to invest $100 million in Bally’s Twin River over the term of our master contract, ending in 2043, with Rhode Island to expand the property and add additional amenities along with other capital improvements. As a mixmajor component of paymentsthis, we have constructed and opened a 14,000 square foot Korean-style spa, and a 40,000 square foot casino expansion, both of which opened in the first half of 2023. Approximately $57.4 million of the committed investment remains as of March 31, 2024.

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. As of March 31, 2024, approximately $5.5 million of the commitment to invest in non-hotel projects remains.


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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, which remain pending, 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 Tiverton Casino Hotelproject.

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, 20,000 square feet of exhibition space, 3,300 parking spaces and an outdoor green space. The project also provides the new hotelCompany with the exclusive right to operate a temporary casino for up to three years while the permanent casino resort is constructed. The temporary casino commenced operations on September 9, 2023 at Twin River Casino Hotelthe Medinah Temple and maintenance capital expenditures. We anticipate that 2019 capitalincludes approximately 800 gaming positions and 3 food and beverage venues. The Company currently estimates the permanent casino construction to be completed by the end of 2026. In 2024, we estimate spending of approximately $100 to 200 million primarily dedicated to demolition and site preparation.

In connection with the entry into the host community agreement with the City of Chicago, the Company will be approximately $23required 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 outfitting of our temporary casino and our permanent resort and casino. The decrease in expectedactual cost of the development may exceed this minimum capital expenditures from 2018 to 2019 is primarily driven byinvestment requirement. In addition, land acquisition costs and financing costs, among other types of costs, do not count towards satisfying such minimum expenditure.

Other Contractual Obligations

Sponsorship Commitments - The Company has entered into several sponsorship agreements with various professional sports leagues and teams, allowing the completionCompany use of Tiverton Casino Hotelofficial league marks for branding and the new hotel for Twin River Casino Hotel during 2018, partially offset by an increasepromotions, among other rights. As of March 31, 2024, obligations related to planned capital expenditures followingthese agreements were $146.2 million, with contracts extending through 2037.

Interactive Technology Partnerships - The Company has certain multi-year agreements with its various market access and content providers, as well as its online sports betting platform partners, that require the acquisitionCompany to pay variable fees based on revenue, with minimum annual guarantees. As of Dover Downs.March 31, 2024, the cumulative minimum obligation committed in these agreements is approximately $46.1 million, extending through 2029.


JOBS Act Transition Period
In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
We will, however, rely on other exemptions and reduced reporting requirements under the JOBS Act. Subject to certain conditions, as an emerging growth company, we will rely on certain of these exemptions, including without limitation, (1) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (2) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will be considered an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our acquisition of Dover Downs, (b) in which we have total annual gross revenues of at least $1.07 billion or (c) in which we are deemed to be a “large accelerated filer” under the rules of the SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.



ITEM 3.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our
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 March 31, 2024 and 2023.

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Interest Rate Risk

As of March 31, 2024, interest on borrowings under our credit facility was subject to fluctuation based on changes in short-term interest rates. On March 31, 2024, we had $2.26 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 March 31, 2024, a hypothetical increase of 1% in the effective interest rate would cause an increase in interest expense of approximately $22.6 million over the next twelve 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 $22.6 million over the same period.

We evaluate our exposure to market risk results primarily from fluctuationsby monitoring interest rates in the marketplace and we have utilized derivative financial instruments to help manage this risk. As part of the Company’s risk management and hedging program, the Company utilizes interest rate swaps and collars used to hedge and offset, respectively, the variable interest rates on our borrowings. Exceptthe credit facility as described in Note 7. “Long Term Debt” included10, “Derivative Instruments” to our condensed consolidated financial statements presented in Part I, Item 1 of this Quarterly Report on Form 10-Q, there10-Q.

We have been nonot 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 March 31, 2024 and 2023.

Foreign Currency Risk

We are exposed to fluctuations in currency exchange rates as a result of our net investments and operations in countries other material changesthan 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 our exposure to market risks from those disclosedany movements in our Annual Report on Form 10-Kexchange rates between the GBP and US Dollar. Foreign currency transaction gains for the yearthree months ended DecemberMarch 31, 2018.2024 were $2.8 million, while foreign currency transaction losses for the three months ended March 31, 2023 were $4.3 million. 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 utilized operational hedges or forward currency exchange rate contracts, as well as derivative financial instruments, such as cross currency swaps, to manage the impact of currency exchange rate fluctuations on earnings and cash flows.


ITEM 4.CONTROLS AND PROCEDURES
ITEM 4.    CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures


The Company carried out an evaluation, under the supervision andOur management, with the participation of its Chief Executive Officerour chief executive officer (principal executive officer) and Chief Financial Officer,chief financial officer (principal financial officer), conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (asfor the reporting period ended March 31, 2024 as such terms is defined in Rules 13a-15(e) and 15d-15(e) ofRule 13a-15(f) under the Exchange Act)Act. Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as ofreport, the Evaluation Date, ourCompany’s disclosure controls and procedures were effective.not effective due to material weaknesses in the Company’s internal control over financial reporting as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Ongoing Remediation of Previously Identified Material Weaknesses

The Company’s management is in the process of designing and implementing effective measures to improve our internal controls over financial reporting and remediate the material weaknesses. These remediation actions are ongoing and include:

•Realigning resources and, where applicable, hiring qualified staff or using third-party subject matter experts with the appropriate level of experience and training to segregate key functions within our financial processes in order to support the review of significant and complex accounting matters, including appropriately analyzing, recording and disclosing accounting matters timely and accurately, specifically around assumptions used in certain estimates.
•Educating control owners within our International Interactive reportable segment of the appropriate design elements of journal entry controls and enhancing our monitoring control to ensure that these control activities are performed and that journal entries have a separate preparer and independent reviewer.
•Strengthening controls over account reconciliations and account analyses within our International Interactive reportable segment to support financial reporting requirements. Specifically, controls will address the timeliness of the review and the quality of information used in the review to ensure completeness and accuracy.
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•Implementing a new enterprise resource planning (“ERP”) system, which we believe will enhance the flow of financial information, improve data management and control and provide timely information to our management team will enable us to remediate segregation of duties over journal entries. As the implementation of the new ERP system progresses, we may change our processes and procedures which, in turn, could result in further changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

While we believe our remediation efforts above will improve the effectiveness of our internal control over financial reporting, we cannot assure that the measures will be sufficient to remediate the material weaknesses we have identified or will prevent potential future material weaknesses. The material weaknesses cannot be considered remediated until applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Accordingly, we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting.

Changes in Internal Control over Financial Reporting
On March 28, 2019, the Company completed its acquisition of Dover Downs. See Note 4. “Acquisitions” included in Part I. Item 1 of this Quarterly Report on Form 10-Q for a discussion of the acquisition and related financial data. The Company is currently in the process of integrating Dover Downs’ internal controls over financial reporting. Except for the inclusion of Dover Downs, there
There has been no change in our internal control over financial reporting that occurred during the first quarter of 20192024 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
From timeITEM 1.    LEGAL PROCEEDINGS

We are party to time, we may be subject tovarious legal proceedings and claimsthat have arisen in the ordinarynormal course of our business.
On January 9, 2019, Chatham Asset Management, LLC Such proceedings can be costly, time consuming and certain of its affiliates, which collectively own approximately 15% of our outstanding common stock as of December 31, 2018, filed an amended action in the Delaware Chancery Court against the directorsunpredictable and, certain officers of the Company asserting individual and derivative claims. The complaint allegestherefore, no assurance can be given that the defendants breached their fiduciary obligations by launching a tender offer in 2016 to benefit their own personal interests and the interestsfinal outcome of one shareholder, made false and misleading disclosures in connection with the tender offer and improperly made payments to themselves in respectsuch proceedings will not materially impact our consolidated financial condition or results of the settlement of certain Company awards. The defendants believe the plaintiffs’ claims are without merit and intend to vigorously defend the action, andoperations. While we maintain insurance coverage that we believe is adequate to mitigate the actionrisks 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 adverse effectimpact on our results of operations.


ITEM 1A.RISK FACTORS

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, 2018.

2023.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 27, 2019 the Company’s Board of Directors authorized a share repurchase of 16,340 shares of the Company’s common stock for $25.00 per share.
Share repurchase activity during the three months ended March 31, 2019 was as follows:
Period:Total Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans of ProgramsApproximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
January 1, 2019 to January 31, 2019—
$—
—
$—
February 1, 2019 to February 28, 2019—
—
—
—
March 1, 2019 to March 31, 201916,340
$25.00
—
$—
Total16,340
 —
 


ITEM 3.DEFAULTS UPON SENIOR NOTES
None.

ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.
ITEM 5.    OTHER INFORMATION
None.




During the three months ended March 31, 2024, 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.
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ITEM 6.    EXHIBITS
EXHIBIT INDEX

Exhibit No.Description
10.1
Exhibit No.Description
3.1
BylawsAmended and Restated Regulatory Agreement, dated March 1, 2024, by and among the Rhode Island Department of Business Regulation, the State Lottery Division of the Rhode Island Department of Revenue, Bally’s Corporation, Bally’s Management Group, LLC, UTGR, LLC, Twin RiverRiver-Tiverton, LLC, and Bally’s RI iCasino, LLC (incorporated by reference to Exhibit 3.110.48 to the Company’s Annual Report on Form 8-K (File No. 333-228973) filed on March 22, 2019)
10.1
Incremental Amendment to Credit Agreement, dated March 26, 2019, among Twin River and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K10-K (File No. 001-38850) filed on March 29, 2019)15, 2024)
31.1
31.1*
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
31.2*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
32.1*
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
32.2*
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*101.INSXBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104The following financial informationcover page from Twin River Worldwide Holdings, Inc.Bally’s Corporation’s Quarterly Reportreport on Form 10-Q for the quarter ended March 31, 2019,2024, formatted in inline XBRL includes: formattedcontained in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.Exhibit 101


*    Filed herewith.

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SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on May 15, 2019.3, 2024.




BALLY’S CORPORATION
By: /s/ MARCUS GLOVER
TWIN RIVER WORLDWIDE HOLDINGS, INC.Marcus Glover
By: /s/ STEPHEN H. CAPP
Stephen H. Capp
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ ROBESON M. REEVES
Robeson M. Reeves
Chief Executive Officer
(Principal Executive Officer)





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