UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JuneSeptember 30, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-38850
blys_lg_rgb_pos_210420.jpg
Bally’s Corporation
(Exact name of registrant as specified in its charter)

Delaware20-0904604
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
100 Westminster StreetProvidence,RI02903
(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       No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes       No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No  
As of July 28,October 27, 2023, the number of shares of the registrant’s $0.01 par value common stock outstanding was 45,629,333.45,622,485.
For additional information regarding the Company’s shares outstanding, refer to Note 1718Stockholders’ Equity.”



BALLY’S CORPORATION

TABLE OF CONTENTS
Page No.
  
 

2


PART I.    FINANCIAL INFORMATION
ITEM 1.    Financial Statements
BALLY’S CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands, except share data)
June 30,
2023
December 31,
2022
September 30,
2023
December 31,
2022
AssetsAssets Assets 
Cash and cash equivalentsCash and cash equivalents$183,611 $212,515 Cash and cash equivalents$178,526 $212,515 
Restricted cashRestricted cash139,237 52,669 Restricted cash119,311 52,669 
Accounts receivable, netAccounts receivable, net65,601 71,673 Accounts receivable, net73,373 71,673 
InventoryInventory15,372 14,191 Inventory14,994 14,191 
Tax receivableTax receivable15,157 53,771 Tax receivable16,268 53,771 
Prepaid expenses and other current assetsPrepaid expenses and other current assets103,282 100,717 Prepaid expenses and other current assets142,492 100,717 
Assets held for saleAssets held for sale5,588 17,177 Assets held for sale5,588 17,177 
Total current assetsTotal current assets527,848 522,713 Total current assets550,552 522,713 
Property and equipment, netProperty and equipment, net1,155,757 1,202,102 Property and equipment, net1,191,756 1,202,102 
Right of use assets, netRight of use assets, net1,186,749 808,926 Right of use assets, net1,171,948 808,926 
GoodwillGoodwill1,819,720 1,746,202 Goodwill1,866,310 1,746,202 
Intangible assets, netIntangible assets, net1,938,249 1,961,938 Intangible assets, net2,010,112 1,961,938 
Deferred tax assetDeferred tax asset23,884 25,544 Deferred tax asset28,532 25,544 
Other assetsOther assets128,982 32,688 Other assets110,163 32,688 
Total assetsTotal assets$6,781,189 $6,300,113 Total assets$6,929,373 $6,300,113 
Liabilities and Stockholders’ EquityLiabilities and Stockholders’ EquityLiabilities and Stockholders’ Equity
Current portion of long-term debtCurrent portion of long-term debt$29,450 $19,450 Current portion of long-term debt$19,450 $19,450 
Current portion of lease liabilitiesCurrent portion of lease liabilities48,129 32,929 Current portion of lease liabilities48,936 32,929 
Accounts payableAccounts payable78,074 70,071 Accounts payable211,906 70,071 
Accrued income taxesAccrued income taxes53,818 56,012 Accrued income taxes79,139 56,012 
Accrued liabilitiesAccrued liabilities467,602 573,931 Accrued liabilities481,855 573,931 
Liabilities related to assets held for saleLiabilities related to assets held for sale1,560 3,409 Liabilities related to assets held for sale1,400 3,409 
Total current liabilitiesTotal current liabilities678,633 755,802 Total current liabilities842,686 755,802 
Long-term debt, netLong-term debt, net3,317,720 3,469,105 Long-term debt, net3,425,496 3,469,105 
Long-term portion of financing obligationLong-term portion of financing obligation200,000 200,000 Long-term portion of financing obligation200,000 200,000 
Long-term portion of lease liabilitiesLong-term portion of lease liabilities1,174,937 803,212 Long-term portion of lease liabilities1,163,970 803,212 
Deferred tax liabilityDeferred tax liability201,398 138,017 Deferred tax liability217,330 138,017 
Naming rights liabilities98,515 109,807 
Commercial rights liabilitiesCommercial rights liabilities92,357 109,807 
Other long-term liabilitiesOther long-term liabilities70,826 17,923 Other long-term liabilities90,467 17,923 
Total liabilitiesTotal liabilities5,742,029 5,493,866 Total liabilities6,032,306 5,493,866 
Commitments and contingencies (Note 18)
Commitments and contingencies (Note 19)Commitments and contingencies (Note 19)
Stockholders’ equity:Stockholders’ equity:Stockholders’ equity:
Common stock ($0.01 par value, 200,000,000 shares authorized; 45,626,013 and 46,670,057 shares issued; 45,626,013 and 46,670,057 shares outstanding)456 466 
Common stock ($0.01 par value, 200,000,000 shares authorized; 45,616,627 and 46,670,057 shares issued; 45,616,627 and 46,670,057 shares outstanding)Common stock ($0.01 par value, 200,000,000 shares authorized; 45,616,627 and 46,670,057 shares issued; 45,616,627 and 46,670,057 shares outstanding)456 466 
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)— — Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding)— — 
Additional paid-in-capitalAdditional paid-in-capital1,594,857 1,636,366 Additional paid-in-capital1,600,115 1,636,366 
Treasury stock, at costTreasury stock, at cost— — Treasury stock, at cost— — 
Accumulated deficitAccumulated deficit(351,639)(535,373)Accumulated deficit(412,628)(535,373)
Accumulated other comprehensive lossAccumulated other comprehensive loss(204,942)(295,640)Accumulated other comprehensive loss(291,304)(295,640)
Total Bally’s Corporation stockholders’ equityTotal Bally’s Corporation stockholders’ equity1,038,732 805,819 Total Bally’s Corporation stockholders’ equity896,639 805,819 
Non-controlling interestNon-controlling interest428 428 Non-controlling interest428 428 
Total stockholders’ equityTotal stockholders’ equity1,039,160 806,247 Total stockholders’ equity897,067 806,247 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$6,781,189 $6,300,113 Total liabilities and stockholders’ equity$6,929,373 $6,300,113 
See accompanying notes to condensed consolidated financial statements.
3


BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(In thousands, except per share data)


Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022 2023202220232022
Revenue:Revenue:  Revenue:  
GamingGaming$493,296 $455,088 $980,191 $918,790 Gaming$508,895 $465,733 $1,489,086 $1,384,523 
Non-gamingNon-gaming112,910 97,408 224,735 181,977 Non-gaming123,582 112,516 348,317 294,493 
Total revenueTotal revenue606,206 552,496 1,204,926 1,100,767 Total revenue632,477 578,249 1,837,403 1,679,016 
Operating (income) costs and expenses:Operating (income) costs and expenses:Operating (income) costs and expenses:
GamingGaming218,939 204,051 436,600 423,263 Gaming229,131 197,196 665,731 620,459 
Non-gamingNon-gaming52,276 46,384 104,620 87,021 Non-gaming58,041 53,494 162,661 140,515 
General and administrativeGeneral and administrative249,957 192,735 501,565 379,756 General and administrative230,582 200,044 732,147 579,800 
Gain from sale-leaseback, netGain from sale-leaseback, net(135)(50,766)(374,321)(50,766)Gain from sale-leaseback, net— — (374,321)(50,766)
Depreciation and amortizationDepreciation and amortization79,187 74,773 153,748 153,654 Depreciation and amortization77,487 73,853 231,235 227,507 
Total operating costs and expensesTotal operating costs and expenses600,224 467,177 822,212 992,928 Total operating costs and expenses595,241 524,587 1,417,453 1,517,515 
Income from operationsIncome from operations5,982 85,319 382,714 107,839 Income from operations37,236 53,662 419,950 161,501 
Other income (expense):Other income (expense):Other income (expense):
Interest expense, netInterest expense, net(67,093)(45,828)(130,357)(91,513)Interest expense, net(70,630)(53,572)(200,987)(145,085)
Other non-operating income, netOther non-operating income, net6,811 25,444 9,421 44,923 Other non-operating income, net15,528 1,640 24,949 46,563 
Total other income (expense), netTotal other income (expense), net(60,282)(20,384)(120,936)(46,590)Total other income (expense), net(55,102)(51,932)(176,038)(98,522)
(Loss) income before income taxes(Loss) income before income taxes(54,300)64,935 261,778 61,249 (Loss) income before income taxes(17,866)1,730 243,912 62,979 
(Benefit) provision for income taxes(28,649)5,434 109,093 (141)
Provision for income taxesProvision for income taxes43,936 1,137 153,029 996 
Net (loss) incomeNet (loss) income$(25,651)$59,501 $152,685 $61,390 Net (loss) income$(61,802)$593 $90,883 $61,983 
Basic (loss) earnings per shareBasic (loss) earnings per share$(0.48)$0.98 $2.82 $1.02 Basic (loss) earnings per share$(1.15)$0.01 $1.68 $1.05 
Weighted average common shares outstanding - basicWeighted average common shares outstanding - basic53,942 60,506 54,173 60,263 Weighted average common shares outstanding - basic53,580 57,020 53,961 59,170 
Diluted (loss) earnings per shareDiluted (loss) earnings per share$(0.48)$0.98 $2.80 $1.02 Diluted (loss) earnings per share$(1.15)$0.01 $1.67 $1.05 
Weighted average common shares outstanding - dilutedWeighted average common shares outstanding - diluted53,942 60,541 54,582 60,332 Weighted average common shares outstanding - diluted53,580 57,062 54,276 59,238 
See accompanying notes to condensed consolidated financial statements.
4

BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)
(In thousands)


Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net (loss) income$(25,651)$59,501 $152,685 $61,390 
Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax38,625 (198,813)90,698 (270,355)
Other comprehensive income (loss)38,625 (198,813)90,698 (270,355)
Total comprehensive income (loss)$12,974 $(139,312)$243,383 $(208,965)
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Net (loss) income$(61,802)$593 $90,883 $61,983 
Other comprehensive (loss) income:
Foreign currency translation adjustments(89,166)(213,193)1,532 (483,548)
Net unrealized derivative gain on cash flow hedges, net of tax2,593 — 2,593 — 
Net unrealized derivative gain on net investment hedges, net of tax211 — 211 — 
Other comprehensive (loss) income(86,362)(213,193)4,336 (483,548)
Total comprehensive (loss) income$(148,164)$(212,600)$95,219 $(421,565)



See accompanying notes to condensed consolidated financial statements.

5

BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)
(In thousands, except share data)


Common StockAdditional
Paid-in Capital
Treasury
Stock
Retained
(Deficit) Earnings
Accumulated Other Comprehensive LossNon-controlling InterestTotal Stockholders’
Equity
Common StockAdditional
Paid-in Capital
Treasury
Stock
Retained
(Deficit) Earnings
Accumulated Other Comprehensive LossNon-controlling InterestTotal Stockholders’
Equity
Shares OutstandingAmount Shares OutstandingAmount
Balance as of December 31, 2022Balance as of December 31, 202246,670,057 $466 $1,636,366 $ $(535,373)$(295,640)$428 $806,247 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 awardsIssuance of restricted stock and other stock awards124,050 (1,332)— — — — (1,331)Issuance of restricted stock and other stock awards124,050 (1,332)— — — — (1,331)
Share-based compensationShare-based compensation— — 6,040 — — — — 6,040 Share-based compensation— — 6,040 — — — — 6,040 
Retirement of treasury sharesRetirement of treasury shares— (10)(35,987)19,753 16,244 — — — Retirement of treasury shares— (10)(35,987)19,753 16,244 — — — 
Share repurchasesShare repurchases(1,026,343)— — (19,753)— — — (19,753)Share repurchases(1,026,343)— — (19,753)— — — (19,753)
Other comprehensive incomeOther comprehensive income— — — — — 52,073 — 52,073 Other comprehensive income— — — — — 52,073 — 52,073 
Net incomeNet income— — — — 178,336 — — 178,336 Net income— — — — 178,336 — — 178,336 
Balance as of March 31, 2023Balance as of March 31, 202345,767,764 $457 $1,605,087 $ $(340,793)$(243,567)$428 $1,021,612 Balance as of March 31, 202345,767,764 $457 $1,605,087 $ $(340,793)$(243,567)$428 $1,021,612 
Issuance of restricted stock and other stock awardsIssuance of restricted stock and other stock awards125,842 (495)529 — — — 35 Issuance of restricted stock and other stock awards125,842 (495)529 — — — 35 
Share-based compensationShare-based compensation— — 6,290 — — — — 6,290 Share-based compensation— — 6,290 — — — — 6,290 
Retirement of treasury sharesRetirement of treasury shares— (7)(25,279)10,176 14,805 — — (305)Retirement of treasury shares— (7)(25,279)10,176 14,805 — — (305)
Share repurchasesShare repurchases(748,502)— — (10,705)— — — (10,705)Share repurchases(748,502)— — (10,705)— — — (10,705)
Issuance of MKF penny warrantsIssuance of MKF penny warrants— — 7,371 — — — — 7,371 Issuance of MKF penny warrants— — 7,371 — — — — 7,371 
Penny warrants exercisedPenny warrants exercised377,253 — — — — — Penny warrants exercised377,253 — — — — — 
Settlement of consideration to SportCallerSettlement of consideration to SportCaller103,656 1,883 — — — — 1,884 Settlement of consideration to SportCaller103,656 1,883 — — — — 1,884 
Other comprehensive incomeOther comprehensive income— — — — — 38,625 — 38,625 Other comprehensive income— — — — — 38,625 — 38,625 
Net lossNet loss— — — — (25,651)— — (25,651)Net loss— — — — (25,651)— — (25,651)
Balance as of June 30, 2023Balance as of June 30, 202345,626,013 $456 $1,594,857 $ $(351,639)$(204,942)$428 $1,039,160 Balance as of June 30, 202345,626,013 $456 $1,594,857 $ $(351,639)$(204,942)$428 $1,039,160 
Issuance of restricted stock and other stock awardsIssuance of restricted stock and other stock awards31,065 — (180)— — — — (180)
Share-based compensationShare-based compensation— — 6,257 — — — — 6,257 
Retirement of treasury sharesRetirement of treasury shares— — (1,420)601 813 — — (6)
Settlement of consideration - Bally’s InteractiveSettlement of consideration - Bally’s Interactive(40,451)— 601 (601)— — — — 
Other comprehensive lossOther comprehensive loss— — — — — (86,362)— (86,362)
Net lossNet loss— — — — (61,802)— — (61,802)
Balance as of September 30, 2023Balance as of September 30, 202345,616,627 $456 $1,600,115 $ $(412,628)$(291,304)$428 $897,067 

 Common StockAdditional
Paid-in Capital
Treasury
Stock
Retained
(Deficit) Earnings
Accumulated Other Comprehensive LossNon-controlling InterestTotal Stockholders’
Equity
 Shares OutstandingAmount
Balance as of December 31, 202152,254,477 $530 $1,849,068 $(29,166)$(181,581)$(26,809)$3,760 $1,615,802 
Issuance of restricted stock and other stock awards122,849 (2,534)— — — — (2,533)
Share-based compensation— — 5,095 — — — — 5,095 
Stock options exercised20,000 — 86 — — — — 86 
Penny warrants exercised383,934 — — — — — 
Retirement of treasury shares— (11)(35,200)42,454 (7,243)— — — 
Share repurchases(350,616)— — (13,288)— — — (13,288)
Issuance of MKF penny warrants— — 12,010 — — — — 12,010 
Settlement of consideration to SportCaller107,832 3,699 — — — — 3,700 
Other comprehensive loss— — — — — (71,542)— (71,542)
Net income— — — — 1,889 — — 1,889 
Balance as of March 31, 202252,538,476 $525 $1,832,224 $ $(186,935)$(98,351)$3,760 $1,551,223 
Issuance of restricted stock38,775 — (308)— — — — (308)
Share-based compensation— — 6,322 — — — — 6,322 
Other comprehensive loss— — — — — (198,813)— (198,813)
Net income— — — — 59,501 — — 59,501 
Balance as of June 30, 202252,577,251 $525 $1,838,238 $ $(127,434)$(297,164)$3,760 $1,417,925 
6

BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)
(In thousands, except share data)

 Common StockAdditional
Paid-in Capital
Treasury
Stock
Retained
(Deficit) Earnings
Accumulated Other Comprehensive LossNon-controlling InterestTotal Stockholders’
Equity
 Shares OutstandingAmount
Balance as of December 31, 202152,254,477 $530 $1,849,068 $(29,166)$(181,581)$(26,809)$3,760 $1,615,802 
Issuance of restricted stock and other stock awards122,849 (2,534)— — — — (2,533)
Share-based compensation— — 5,095 — — — — 5,095 
Stock options exercised20,000 — 86 — — — — 86 
Penny warrants exercised383,934 — — — — — 
Retirement of treasury shares— (11)(35,200)42,454 (7,243)— — — 
Share repurchases(350,616)— — (13,288)— — — (13,288)
Issuance of MKF penny warrants— — 12,010 — — — — 12,010 
Settlement of consideration to SportCaller107,832 3,699 — — — — 3,700 
Other comprehensive loss— — — — — (71,542)— (71,542)
Net income— — — — 1,889 — — 1,889 
Balance as of March 31, 202252,538,476 $525 $1,832,224 $ $(186,935)$(98,351)$3,760 $1,551,223 
Issuance of restricted stock38,775 — (308)— — — — (308)
Share-based compensation— — 6,322 — — — — 6,322 
Other comprehensive loss— — — — — (198,813)— (198,813)
Net income— — — — 59,501 — — 59,501 
Balance as of June 30, 202252,577,251 $525 $1,838,238 $ $(127,434)$(297,164)$3,760 $1,417,925 
Issuance of restricted stock14,239 — (41)— — — — (41)
Share-based compensation— — 6,715 — — — — 6,715 
Retirement of treasury shares— (54)(187,677)119,254 68,477 — — — 
Share repurchases (including tender offer)(5,368,334)— — (119,254)— — — (119,254)
Conversion of non-controlling interest - Telescope64,145 3,187 — — — (3,188)— 
Other comprehensive loss— — — — — (213,193)— (213,193)
Net income— — — — 593 — — 593 
Balance as of September 30, 202247,287,301 $472 $1,660,422 $ $(58,364)$(510,357)$572 $1,092,745 
See accompanying notes to condensed consolidated financial statements.
67

BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Six Months Ended June 30,Nine Months Ended September 30,
(in thousands)(in thousands)20232022(in thousands)20232022
Cash flows from operating activities:Cash flows from operating activities:  Cash flows from operating activities:  
Net incomeNet income$152,685 $61,390 Net income$90,883 $61,983 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortizationDepreciation and amortization153,748 153,654 Depreciation and amortization231,235 227,507 
Non-cash lease expenseNon-cash lease expense28,117 14,456 Non-cash lease expense42,835 22,938 
Share-based compensationShare-based compensation12,330 11,417 Share-based compensation18,587 18,132 
Impairment chargesImpairment charges9,653 — Impairment charges9,653 — 
Amortization of debt discount and debt issuance costsAmortization of debt discount and debt issuance costs5,563 5,124 Amortization of debt discount and debt issuance costs8,482 8,122 
Gain from insurance recoveriesGain from insurance recoveries— (1,263)
Gain on sale-leasebackGain on sale-leaseback(374,321)(50,766)Gain on sale-leaseback(374,321)(50,766)
Gain on extinguishment of debtGain on extinguishment of debt(4,044)— Gain on extinguishment of debt(4,044)— 
Deferred income taxesDeferred income taxes48,870 (28,879)Deferred income taxes59,774 (42,848)
(Gain) loss on assets and liabilities measured at fair value(293)567 
Loss (gain) on assets and liabilities measured at fair valueLoss (gain) on assets and liabilities measured at fair value12 (437)
Gain on equity method investmentsGain on equity method investments(3,090)— Gain on equity method investments(5,344)— 
Change in value of naming rights liabilities(7,291)(33,411)
Change in value of commercial rights liabilitiesChange in value of commercial rights liabilities(11,967)(33,448)
Change in contingent consideration payableChange in contingent consideration payable1,024 (10,175)Change in contingent consideration payable1,024 (10,386)
Adjustment on bargain purchaseAdjustment on bargain purchase— 107 Adjustment on bargain purchase— 107 
Foreign exchange loss (gain)5,947 (1,987)
Foreign exchange gainForeign exchange gain(2,512)(2,227)
Other operating activitiesOther operating activities1,041 3,507 Other operating activities8,021 5,309 
Changes in current operating assets and liabilities34,111 39,540 
Changes in operating assets and liabilitiesChanges in operating assets and liabilities46,041 22,593 
Net cash provided by operating activitiesNet cash provided by operating activities64,050 164,544 Net cash provided by operating activities118,359 225,316 
Cash flows from investing activities:Cash flows from investing activities:Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquiredCash paid for acquisitions, net of cash acquired(38,243)— Cash paid for acquisitions, net of cash acquired(93,451)(146,484)
Proceeds from sale-leasebackProceeds from sale-leaseback411,000 150,000 Proceeds from sale-leaseback411,000 150,000 
Advance deposit in connection with sale-leaseback transactionsAdvance deposit in connection with sale-leaseback transactions— 200,000 
Capital expendituresCapital expenditures(119,546)(116,081)Capital expenditures(266,231)(167,363)
Insurance proceedsInsurance proceeds— 1,265 
Cash paid for internally developed softwareCash paid for internally developed software(14,342)(31,455)Cash paid for internally developed software(35,903)(45,785)
Acquisition of gaming licensesAcquisition of gaming licenses(10,150)(51,560)Acquisition of gaming licenses(10,150)(53,030)
Purchase of equity securitiesPurchase of equity securities— (3,175)Purchase of equity securities— (3,175)
Other intangible asset acquisitionsOther intangible asset acquisitions— (1,825)Other intangible asset acquisitions— (1,825)
Other investing activitiesOther investing activities(4,743)(1,738)Other investing activities(7,512)(3,058)
Net cash provided by (used in) investing activities223,976 (55,834)
Net cash used in investing activitiesNet cash used in investing activities(2,247)(69,455)
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Issuance of long-term debtIssuance of long-term debt35,000 110,000 Issuance of long-term debt198,000 335,000 
Repayments of long-term debtRepayments of long-term debt(177,345)(204,725)Repayments of long-term debt(245,208)(359,588)
Payment of deferred considerationPayment of deferred consideration— (30,025)Payment of deferred consideration— (30,025)
Share repurchasesShare repurchases(30,458)(13,288)Share repurchases(30,458)(132,542)
Other financing activitiesOther financing activities(1,716)(2,752)Other financing activities(1,894)(2,793)
Net cash used in financing activitiesNet cash used in financing activities(174,519)(140,790)Net cash used in financing activities(79,560)(189,948)
Effect of foreign currency on cash and cash equivalentsEffect of foreign currency on cash and cash equivalents(4,195)(11,404)Effect of foreign currency on cash and cash equivalents(2,251)(20,622)
Change in cash and cash equivalents and restricted cash held for saleChange in cash and cash equivalents and restricted cash held for sale(1,648)— Change in cash and cash equivalents and restricted cash held for sale(1,648)— 
Net change in cash and cash equivalents and restricted cashNet change in cash and cash equivalents and restricted cash107,664 (43,484)Net change in cash and cash equivalents and restricted cash32,653 (54,709)
Cash and cash equivalents and restricted cash, beginning of periodCash and cash equivalents and restricted cash, beginning of period265,184 274,840 Cash and cash equivalents and restricted cash, beginning of period265,184 274,840 
Cash and cash equivalents and restricted cash, end of periodCash and cash equivalents and restricted cash, end of period$372,848 $231,356 Cash and cash equivalents and restricted cash, end of period$297,837 $220,131 
78

BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Six Months Ended June 30,Nine Months Ended September 30,
(in thousands)(in thousands)20232022(in thousands)20232022
Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalizedCash paid for interest, net of amounts capitalized$134,266 $93,976 Cash paid for interest, net of amounts capitalized$196,975 $164,379 
Cash received from income tax refunds, net of cash paidCash received from income tax refunds, net of cash paid9,722 (56,224)Cash received from income tax refunds, net of cash paid15,842 (39,497)
Non-cash investing and financing activities:Non-cash investing and financing activities:Non-cash investing and financing activities:
Unpaid property and equipmentUnpaid property and equipment$26,793 $32,403 Unpaid property and equipment$24,608 $16,784 
Bally’s Chicago - land development liabilityBally’s Chicago - land development liability135,290 — Bally’s Chicago - land development liability46,802 — 
Bally’s Chicago - gaming license payableBally’s Chicago - gaming license payable135,250 — 
Investment in GLP Capital, L.P.Investment in GLP Capital, L.P.14,412 — Investment in GLP Capital, L.P.14,412 — 
Investment in RI Joint VentureInvestment in RI Joint Venture17,832 — Investment in RI Joint Venture17,832 — 
Unpaid internally developed softwareUnpaid internally developed software904 — Unpaid internally developed software1,769 — 
Net purchase consideration for acquisitionsNet purchase consideration for acquisitions55,933 — 
Non-controlling interestNon-controlling interest— (3,188)



June 30,December 31,September 30,December 31,
Reconciliation of cash and cash equivalents and restricted cash:Reconciliation of cash and cash equivalents and restricted cash:20232022Reconciliation of cash and cash equivalents and restricted cash:20232022
Cash and cash equivalentsCash and cash equivalents$183,611 $212,515 Cash and cash equivalents$178,526 $212,515 
Restricted cashRestricted cash139,237 52,669 Restricted cash119,311 52,669 
Restricted cash - Other assets50,000 — 
Total cash and cash equivalents and restricted cashTotal cash and cash equivalents and restricted cash$372,848 $265,184 Total cash and cash equivalents and restricted cash$297,837 $265,184 

See accompanying notes to condensed consolidated financial statements.
89

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


1.    GENERAL INFORMATION

Description of Business

Bally’s Corporation (the “Company,” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and resorts and online gaming (“iGaming”) businesses. The Company owns and manages the following casino and resort properties:properties within its Casinos & Resorts reportable segment:
Casinos and& 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)
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 1516Leases” for further information.
(3)    Temporary casino facility as permanent casino resort is constructed.

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 Group Ltd. (“Gamesys”), an iCasino and online bingo platform provider and operator.

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

Refer to Note 1920Segment Reporting” for further information.


2.    SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and entities the Company identifies as variable interest entities (“VIEs”), of which the Company is determined to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign subsidiaries are translated into US dollarsDollars (“USD”) using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement translations are reflected as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in net income (loss).

910

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

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of the SEC’s Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. ThereExcept for the change in the segment profit and loss measure as disclosed in Note 20 “Segment Reporting,” there were no material changes in significant accounting policies from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates.

Equity Method Investments

On January 1, 2023, the Company and International Game Technology PLC (“IGT”) contributed certain tangible assets and leases to Rhode Island VLT Company, LLC (“RIVLT”) in exchange for equity interests of RIVLT. The Company contributed video lottery terminals (“VLTs”) and player tracking equipment to the joint venture for a 40% equity interest of RIVLT. The 40% ownership in the joint venture qualifies for equity method accounting. In addition to this joint venture, the Company also has another investmentother investments in an unconsolidated subsidiarysubsidiaries, which isare accounted for using equity method accounting. The Company records its share of net income or loss within Other“Other non-operating income, net” in the condensed consolidated statements of operations. For the three and sixnine months ended JuneSeptember 30, 2023, the Company recorded a gain on equity method investments of $1.0$2.3 million and $3.1$5.3 million, respectively.

Variable Interest Entities

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

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

Management has analyzed and concluded that Breckenridge Curacao B.V. (“Breckenridge”) is a VIE because it does not have sufficient equity investment at risk. The Company has determined that it is the primary beneficiary and consolidates the VIE because (a) although the Company does not control all decisions of Breckenridge, the Company has the power to direct the activities of Breckenridge that most significantly impact its economic performance through various contracts with the entity and (b) the nature of these agreements between Breckenridge and the Company provides the Company with the obligation to absorb losses and the right to receive benefits based on fees that are based upon off-market rates and commensurate to the level of services provided. The Company receives significant benefits in the form of fees that are not at market and commensurate to the level of services provided. As a result, the Company consolidates all of the assets, liabilities and results of operations of Breckenridge and its subsidiaries in the accompanying condensed consolidated financial statements. As of JuneSeptember 30, 2023 and December 31, 2022, Breckenridge had total assets of $155.3$148.7 million and $93.4 million, respectively, and total liabilities of $85.9$81.1 million and $77.1 million, respectively. Breckenridge had revenues of $76.5$71.5 million and $160.5$232.0 million for the three and sixnine months ended JuneSeptember 30, 2023, respectively, and $73.9$68.9 million and $160.8$229.7 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively.

1011

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

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

Cash and Cash Equivalents and Restricted Cash

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

Accounts Receivable, Net

Accounts receivable, net consists of the following:
June 30,December 31,September 30,December 31,
(in thousands)(in thousands)20232022(in thousands)20232022
Amounts due from Rhode Island and Delaware(1)
Amounts due from Rhode Island and Delaware(1)
$14,987 $15,865 
Amounts due from Rhode Island and Delaware(1)
$15,018 $15,865 
Gaming receivablesGaming receivables17,450 19,065 Gaming receivables20,105 19,065 
Non-gaming receivablesNon-gaming receivables38,813 42,532 Non-gaming receivables44,052 42,532 
Accounts receivableAccounts receivable71,250 77,462 Accounts receivable79,175 77,462 
Less: Allowance for doubtful accountsLess: Allowance for doubtful accounts(5,649)(5,789)Less: Allowance for doubtful accounts(5,802)(5,789)
Accounts receivable, netAccounts receivable, net$65,601 $71,673 Accounts receivable, net$73,373 $71,673 

(1)    Represents the Company’s share of VLT and table games revenue for Bally’s Twin River and Bally’s Tiverton due from the State of Rhode Island and from the State of Delaware for Bally’s Dover.

Gaming Expenses

Gaming expenses include, among other things, payroll costs and expenses associated with the operation of VLTs, slots and table games, including gaming taxes payable to jurisdictions in which the Company operates outside of Rhode Island and Delaware, and marketing costs directly associated with the Company’s iGaming products and services. These marketing expenses are included within Gaming expenses in the condensed consolidated statements of operations and were $47.8$43.6 million and $44.8$36.9 million for the three months ended JuneSeptember 30, 2023 and 2022, respectively, and $93.7$137.3 million and $102.5$139.4 million for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively. Gaming expenses also include racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses associated with the operation of live racing and simulcasting.

Advertising Expense

The Company expenses advertising costs as incurred. For the three and sixnine months ended JuneSeptember 30, 2023, advertising expense was $3.2$5.6 million and $8.6$14.2 million, respectively. For the three and sixnine months ended JuneSeptember 30, 2022, advertising expense was $7.3$9.1 million and $14.8$24.0 million, respectively. Advertising costs are included in “Gaming“General and administrative” on the condensed consolidated statementstatements of operations.

Earnings (Loss) Per Share

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

1112

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

Comprehensive (Loss) Income

Comprehensive (loss) income includes changes in equity that result from transactions and economic events from non-owner sources. Comprehensive (loss) income consists of net (loss) income, changes in defined benefit pension plan, net of tax, foreign currency translation adjustments and unrealized gains (losses) relating to cash flow and net investment hedges.

Fair Value Measurements

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

Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data.
Level 3: Unobservable inputs.

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

Derivative Instruments Designated as Hedging Instruments

Cross Currency Swaps - The Company uses fixed-to-fixed cross-currency swap agreements to hedge its exposure to adverse foreign currency exchange rate movements for its foreign operations. The Company has elected the spot method for designating these contracts as net investment hedges. These derivative arrangements qualify as net investment hedges under ASC 815, Derivatives and Hedging (“ASC 815”), with the gain or loss resulting from changes in the spot value of the derivative reported in other comprehensive income with amounts reclassified out of other comprehensive income into earnings when the hedged net investment is either sold or substantially liquidated. Refer to Note 11 “Derivative Instruments” for further information.

Interest Rate Swaps - The Company uses interest rate derivatives to hedge its exposure to variability in cash flows on its floating-rate debt to add stability to interest expense and manage its exposure to interest rate movements. The Company’s interest rate swaps are designated as cash flow hedges under ASC 815, with changes in the fair value reported in other comprehensive income 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 Note 11 “Derivative Instruments” for further information.

Strategic Partnership - Sinclair Broadcast Group

On November 18,In 2020, the Company and Sinclair Broadcast Group, Inc. (“Sinclair”) entered into a Framework Agreement (the “Sinclair“Framework Agreement”), which provides for a long-term strategic relationship between Sinclair and the Company. Under the Framework Agreement, the Company pays annual fees in cash, issued warrants and Sinclair combining Bally’s integrated, proprietary sports betting technology withoptions and agreed to share tax benefits and received naming, integration and other rights, including access to Sinclair’s portfolio of local broadcast stations and its Tennis Channel, Stadium sports networkSports Network and STIRR streaming service. The Company received naming rights toUnder a Commercial Agreement (the “Commercial Agreement”) contemplated by the regional sports networks and certain integrations to network programming in exchange for annual fees paid in cash, the issuance of warrants and options and an agreement to share in certain tax benefits resulting from the Tax Receivable Agreement (“TRA”) with Sinclair. The initial term of the agreement is ten years from the commencement date of the re-branded Sinclair regional sports networks and can be renewed for one additional five-year term unless either the Company or Sinclair elect not to renew.

Naming Rights Intangible Asset - Under the terms of the SinclairFramework Agreement, the Company is required to pay annual naming rights fees to Diamond Sports Group (“Diamond”), a Sinclair subsidiary, for naming rights of theover Diamond’s regional sports networks and other consideration which escalate annually and total $88.0 million over thea 10-year term of the agreement beginning April 1, 2021. term.

The Company accounted for this transactionrelationship as an asset acquisition in accordance with the “Acquisition of Assets Rather Than a Business” subsections of ASC 805-50, Business Combinations—Related Issues, using a cost accumulation model. The namingtotal intangible asset (“Commercial rights intangible assetasset”) represents the consideration transferred on the acquisition date comprised of the present value of annualthe naming rights fees and other consideration, including the fair value of the warrants and options, and an estimate of the TRAtax-sharing payments, each explained below. The namingCommercial rights intangible asset, net of accumulated amortization, was $239.4$231.2 million and $255.6 million as of JuneSeptember 30, 2023 and December 31, 2022, respectively. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks, and was $7.7 million and $8.4$8.2 million for the three months ended JuneSeptember 30, 2023 and 2022, respectively, and $15.5$23.2 million and $16.8$25.0 million for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively. Refer to Note 10 “Goodwill and Intangible Assets” for further information.

13

BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Naming Rights Fees
-
The present value of the annual naming rights fees was recorded as part of the cost of the naming rights intangible assetassets, with a corresponding liability, which will be accreted through interest expense over the life of the agreement.naming arrangement. The total value of the liability as of JuneSeptember 30, 2023 and December 31, 2022 was $58.5$58.1 million and $59.3 million, respectively. The short-term portion of the liability, which was $7.0$7.5 million and $6.0 million as of JuneSeptember 30, 2023 and December 31, 2022, respectively, is recorded within “Accrued liabilities” and the long-term portion of the liability, which was $51.5$50.6 million and $53.3 million as of JuneSeptember 30, 2023 and December 31 2022, respectively, is recorded within “Namingreflected as “Commercial rights liabilities”liability” in theour condensed consolidated balance sheets. Accretion expense reported in “Interest expense, net of amounts capitalized”net” in theour condensed consolidated statements of operations was $1.1 million for the three months ended JuneSeptember 30, 2023 and 2022, and $2.2$3.3 million for the sixnine months ended JuneSeptember 30, 2023 and 2022.

12

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

Warrants and Options - TheUnder 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 number of shares issuable upon exercise of the warrants and options are subject to customary anti-dilution adjustments. The issuance pursuant to the warrants and options of shares in excess of 19.9% of the Company’s currently outstanding shares was subject to the approval of the Company’s stockholders in accordance with the rules of the NYSE, which was obtained on January 27, 2021.

Penny Warrants & Options. The Penny Warrants and Options are equity classified instruments under ASC 815, Derivatives and Hedging, (“ASC 815”).815. The fair value of the Penny Warrants approximates the fair value of the underlying shares and was $150.4 million on November 18, 2020 at issuance, and was recorded to “Additional paid-in-capital” in the condensed consolidated balance sheets, with an offset to the namingCommercial rights intangible asset. The Company recorded $59.7 million, related to the Options, as of JuneSeptember 30, 2023 and December 31, 2022, and is included within “Additional paid-in-capital” in the condensed consolidated balance sheets.

Performance Warrants.The Performance Warrants are accounted for as a derivative liability because the underlying performance metrics represent an adjustment to the settlement amount that is not indexed to the Company’s own stock and thus equity classification is precluded under ASC 815. Refer to Note 1112Fair Value Measurements” for further information.

Tax ReceivableUnder the Framework Agreement, - The the Company is requiredagreed to share 60% of the tax benefit the Company receivesbenefits it realizes from the Penny Warrants, Options, Performance Warrants and payments under the TRA with Sinclair over the term of the agreement as tax benefit amounts are determined through the filing of the Company’s annual tax returns.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 adjustment to the naming rights intangible asset. The TRA liability for these obligations was $17.1$16.6 million and $19.4 million as of JuneSeptember 30, 2023 and December 31, 2022, respectively, and is includedreflected in “Naming rights liabilities” in theour condensed consolidated balance sheets. The change in value of the TRA liability is included in “Other non-operating expenses, net” in theour condensed consolidated statements of operations.

Provision (Benefit) for Income Taxes

During the sixnine months ended JuneSeptember 30, 2023 and 2022, the Company recorded a provision for income tax of $109.1$153.0 million, at an effective year to date tax rate of 41.7%62.7% and a benefitprovision for income tax of $0.1$1.0 million, at an effective year to date tax rate of (0.2)%1.6%, respectively. The 2023 year to date effective tax rate was higher than the US federal statutory tax rate of 21%, largely due to an increase in the valuation allowance and a tax liability for a discrete item related to the deferred gain on sale leaseback transactions in Mississippi and Rhode Island. The 2022 year to date effective tax rate was lower than the US federal statutory tax rate of 21%, largely due to a tax benefit recorded in foreign jurisdictions during the year, offset by a discrete item related to the gain on sale leaseback transactions in Colorado and Illinois.


14
3.    CONSOLIDATED FINANCIAL INFORMATION

General and Administrative Expenses

Amounts included in General and administrative for the three and six months ended June 30, 2023 and 2022 were as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Advertising, general and administrative$223,760 $182,623 $444,765 $364,364 
Acquisition and integration costs13,104 10,112 26,885 15,392 
Restructuring3,440 — 20,262 — 
Impairment charges9,653 — 9,653 — 
Total general and administrative$249,957 $192,735 $501,565 $379,756 

13

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

3.    CONSOLIDATED FINANCIAL INFORMATION

General and Administrative Expense

Amounts included in General and administrative for the three and nine months ended September 30, 2023 and 2022 were as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2023202220232022
Advertising, general and administrative$210,576 $190,762 $655,341 $555,126 
Acquisition and integration costs19,595 9,282 46,480 24,674 
Restructuring411 — 20,673 — 
Impairment charges— — 9,653 — 
Total general and administrative$230,582 $200,044 $732,147 $579,800 

Other Non-Operating Income (Expense)

Amounts included in Other non-operating income, (expenses), net for the three and sixnine months ended JuneSeptember 30, 2023 and 2022 were as follows:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)(in thousands)2023202220232022(in thousands)2023202220232022
Change in value of naming rights liabilities$7,558 $20,032 $7,291 $33,411 
Change in value of commercial rights liabilitiesChange in value of commercial rights liabilities$4,676 $37 $11,967 $33,448 
Gain on equity method investmentsGain on equity method investments990 — 3,090 — Gain on equity method investments2,254 — 5,344 — 
Gain on extinguishment of debtGain on extinguishment of debt— — 4,044 — Gain on extinguishment of debt— — 4,044 — 
Foreign exchange (loss) gain(1,639)1,813 (5,947)1,995 
Foreign exchange gainForeign exchange gain8,459 253 2,512 2,248 
Other, netOther, net(98)3,599 943 9,517 Other, net139 1,350 1,082 10,867 
Total other non-operating income (expenses), net$6,811 $25,444 $9,421 $44,923 
Total other non-operating income, netTotal other non-operating income, net$15,528 $1,640 $24,949 $46,563 


4.    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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


15

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

5.    REVENUE RECOGNITION

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

The Company determines revenue recognition through the following steps:
Identify the contract, or contracts, with the customer;
Identify the performance obligations in the contract;
Determine the transaction price;
Allocate the transaction price to performance obligations in the contract; and
Recognize revenue when or as the Company satisfies performance obligations by transferring the promised goods or services.

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

14

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

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

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

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

Gaming Revenue

Retail Gaming

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

16

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

Gaming services contracts have two performance obligations for those customers earning incentives under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient to account for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the impact on the consolidated financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from the application of an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program contract liability based on the stand-alone selling price of the incentive earned for a hotel room stay, food and beverage or other amenity. The performance obligation related to loyalty program incentives are deferred and recognized as revenue upon redemption by the customer. The amount associated with gaming wagers is recognized at the point the wager occurs, as it is settled immediately.

Gaming revenue includes the share of VLT revenue for Bally’s Twin River and Bally’s Tiverton, in each case, as determined by each property’s respective master VLT contracts with the State of Rhode Island. Bally’s Twin River is entitled to a 28.85% share of VLT revenue on the initial 3,002 units and a 26.00% share on VLT revenue generated from units in excess of 3,002 units. Bally’s Tiverton is entitled to receive a percentage of VLT revenue that is equivalent to the percentage received by Bally’s Twin River. From July 1, 2021 through December 31, 2022, Bally’s Twin River and Bally’s Tiverton were entitled to an additional 7.00% share of revenue, as the Technology Provider, on VLTs owned by the Company. Beginning on January 1, 2023, the Company contributed all of its VLT assets to the Rhode Island Joint Venture and the Rhode Island Joint Venture, as the sole Technology Provider, is now entitled to that additional 7% of VLT revenue.

Gaming revenue also includes Bally’s Twin River’s and Bally’s Tiverton’s share of table games revenue. Bally’s Twin River and Bally’s Tiverton each were entitled to an 83.5% share of table games revenue generated as of JuneSeptember 30, 2023 and 2022. Revenue is recognized when the wager is settled, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company records revenue from its Rhode Island operations on a net basis which is the percentage share of VLT and table games revenue received as the Company acts as an agent in operating the gaming services on behalf of the State of Rhode Island.
15

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


Gaming revenue also includes Bally’s Dover’s share of revenue as determined under the Delaware State Lottery Code from the date of its acquisition. Bally’s Dover is authorized to conduct video lottery, sports wagering, table game and internet gaming operations as one of three “Licensed Agents” under the Delaware State Lottery Code. Licensing, administration and control of gaming operations in Delaware is under the Delaware State Lottery Office and Delaware’s Department of Safety and Homeland Security, Division of Gaming Enforcement. As of JuneSeptember 30, 2023 and 2022, Bally’s Dover was entitled to an approximate 42% share of VLT revenue and 80% share of table games revenue. Revenue is recognized when the wager is complete, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company records revenue from its Delaware operations on a net basis, which is the percentage share of VLT and table games revenue received, as the Company acts as an agent in operating the gaming services on behalf of the State of Delaware.

Gaming revenue includes casino revenue of the Company’s other properties which is the aggregate net difference between gaming wins and losses, with deferred revenue recognized for prepaid deposits by customers prior to play, for chips outstanding and “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of credits played, are charged to revenue as the amount of the progressive jackpots increase.

Online Gaming

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

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

17

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

Sports Betting

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

The Company has entered into several multi-year agreements with third-party operators for online sports betting and iGaming market access in several jurisdictions from which the Company has received or expects to receive one-time, up front market access fees in cash or equity securities (specific to one operator agreement) and certain other fees in cash generally based on a percentage of the gross gaming revenue generated by the operator, with certain annual minimum guarantees due to the Company. The one-time market access fees received have been recorded as deferred revenue and will be recognized as gaming revenue ratably over the respective contract terms, beginning with the commencement of operations of each respective agreement. The Company recognized commissions in certain states from online sports betting and iGaming which are included in gaming revenue for the sixnine months ended JuneSeptember 30, 2023 and 2022. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $3.9$3.8 million and $4.1 million as of JuneSeptember 30, 2023 and December 31, 2022, respectively, and is included in “Accrued liabilities” and “Other long-term liabilities” in the condensed consolidated balance sheets.

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

16

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

Racing

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

Non-gaming Revenue

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

The estimated retail value related to goods and services provided to guests without charge or upon redemption under the Company’s player loyalty programs included in departmental revenues, and therefore reducing gaming revenues, are as follows for the three and sixnine months ended JuneSeptember 30, 2023 and 2022:
Three Months Ended June 30,Six Months Ended June 30, Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)(in thousands)2023202220232022(in thousands)2023202220232022
HotelHotel$24,123 $19,423 $46,558 $35,325 Hotel$26,367 $24,840 $72,925 $60,165 
Food and beverageFood and beverage19,823 18,056 39,297 34,766 Food and beverage21,604 16,670 60,901 51,436 
Retail, entertainment and otherRetail, entertainment and other2,420 2,579 5,011 4,786 Retail, entertainment and other3,185 6,773 8,196 11,559 
$46,366 $40,058 $90,866 $74,877  $51,156 $48,283 $142,022 $123,160 
Sales tax and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in revenue or operating expenses.

1718

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

The following tables provide a disaggregation of revenue by segment (in thousands):
Three Months Ended June 30, 2023Casinos & ResortsNorth America InteractiveInternational InteractiveTotal
Three Months Ended September 30, 2023Three Months Ended September 30, 2023Casinos & ResortsInternational InteractiveNorth America InteractiveTotal
GamingGaming$231,018 $19,111 $243,167 $493,296 Gaming$245,687 $240,577 $22,631 $508,895 
Non-gaming:Non-gaming:Non-gaming:
HotelHotel51,391 — — 51,391 Hotel56,728 — — 56,728 
Food and beverageFood and beverage35,224 — — 35,224 Food and beverage39,438 — — 39,438 
Retail, entertainment and otherRetail, entertainment and other15,529 6,159 4,607 26,295 Retail, entertainment and other17,173 3,307 6,936 27,416 
Total non-gaming revenueTotal non-gaming revenue102,144 6,159 4,607 112,910 Total non-gaming revenue113,339 3,307 6,936 123,582 
Total revenueTotal revenue$333,162 $25,270 $247,774 $606,206 Total revenue$359,026 $243,884 $29,567 $632,477 
Three Months Ended June 30, 2022
Three Months Ended September 30, 2022Three Months Ended September 30, 2022
GamingGaming$225,716 $7,868 $221,504 $455,088 Gaming$237,951 $217,215 $10,567 $465,733 
Non-gaming:Non-gaming:Non-gaming:
HotelHotel33,929 — — 33,929 Hotel45,675 — — 45,675 
Food and beverageFood and beverage27,435 — — 27,435 Food and beverage31,724 — — 31,724 
Retail, entertainment and otherRetail, entertainment and other12,795 10,182 13,067 36,044 Retail, entertainment and other13,190 10,364 11,563 35,117 
Total non-gaming revenueTotal non-gaming revenue74,159 10,182 13,067 97,408 Total non-gaming revenue90,589 10,364 11,563 112,516 
Total revenueTotal revenue$299,875 $18,050 $234,571 $552,496 Total revenue$328,540 $227,579 $22,130 $578,249 
Six Months Ended June 30, 2023
Nine Months Ended September 30, 2023Nine Months Ended September 30, 2023
GamingGaming$464,125 $35,718 $480,348 $980,191 Gaming$709,812 $720,925 $58,349 $1,489,086 
Non-gaming:Non-gaming:Non-gaming:
HotelHotel98,723 — — 98,723 Hotel155,451 — — 155,451 
Food and beverageFood and beverage68,832 — — 68,832 Food and beverage108,270 — — 108,270 
Retail, entertainment and otherRetail, entertainment and other30,268 13,914 12,998 57,180 Retail, entertainment and other47,441 16,305 20,850 84,596 
Total non-gaming revenueTotal non-gaming revenue197,823 13,914 12,998 224,735 Total non-gaming revenue311,162 16,305 20,850 348,317 
Total revenueTotal revenue$661,948 $49,632 $493,346 $1,204,926 Total revenue$1,020,974 $737,230 $79,199 $1,837,403 
Six Months Ended June 30, 2022
Nine Months Ended September 30, 2022Nine Months Ended September 30, 2022
GamingGaming$443,521 $14,513 $460,756 $918,790 Gaming$681,472 $677,971 $25,080 $1,384,523 
Non-gaming:Non-gaming:Non-gaming:
HotelHotel60,864 — — 60,864 Hotel106,539 — — 106,539 
Food and beverageFood and beverage51,423 — — 51,423 Food and beverage83,147 — — 83,147 
Retail, entertainment and otherRetail, entertainment and other24,037 18,764 26,889 69,690 Retail, entertainment and other37,227 37,253 30,327 104,807 
Total non-gaming revenueTotal non-gaming revenue136,324 18,764 26,889 181,977 Total non-gaming revenue226,913 37,253 30,327 294,493 
Total revenueTotal revenue$579,845 $33,277 $487,645 $1,100,767 Total revenue$908,385 $715,224 $55,407 $1,679,016 

Revenue included in operations from Bally’s Golf Links from the date of its acquisition, September 12, 2023, is reported in Casinos & Resorts and was $0.4 million for the three and nine months ended September 30, 2023. Revenue included in operations from Casino Secret from the date of its acquisition, January 5, 2023, is reported in International Interactive and was $10.0$8.0 million and $21.4$29.4 million for the three and sixnine months ended JuneSeptember 30, 2023, respectively. Refer to Note 6 “Business Combinations” for further information.

Contract Assets and Contract Related Liabilities

The Company’s receivables related to contracts with customers are primarily comprised of marker balances and other amounts due from gaming activities, amounts due for hotel stays and amounts due from tracks and OTB locations. The Company’s receivables related to contracts with customers were $39.9$37.7 million and $44.0 million as of JuneSeptember 30, 2023 and December 31, 2022, respectively.
19

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


The Company has the following liabilities related to contracts with customers: liabilities for loyalty programs, advance deposits made for goods and services yet to be provided and unpaid wagers. All of the contract liabilities are short-term in nature and are included in “Accrued liabilities” in the condensed consolidated balance sheets.
18

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


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

Advance deposits are typically for future banquet events, hotel room reservations and interactive player deposits. The banquet and hotel reservation deposits are usually received weeks or months in advance of the event or hotel stay. The Company holds restricted cash for interactive player deposits and records a corresponding withdrawal liability.

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

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

June 30,December 31,September 30,December 31,
(in thousands)(in thousands)20232022(in thousands)20232022
Loyalty programsLoyalty programs$20,398 $20,264 Loyalty programs$17,198 $20,264 
Advanced deposits from customersAdvanced deposits from customers32,899 27,956 Advanced deposits from customers30,982 27,956 
Unpaid wagersUnpaid wagers10,712 14,038 Unpaid wagers20,953 14,038 
TotalTotal$64,009 $62,258 Total$69,133 $62,258 

The Company recognized $9.9$10.0 million and $7.7$7.1 million of revenue related to loyalty program redemptions for the three months ended JuneSeptember 30, 2023 and 2022, respectively, and $17.6$27.7 million and $15.9$23.0 million for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.


6.    BUSINESS COMBINATIONS

Casinos & Resorts AcquisitionAcquisitions

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

Bally’s Golf Links - On September 12, 2023, the Company completed the acquisition of Trump Golf Links at Ferry Point, subsequently renamed to 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.

Purchase consideration included cash paid, net of cash acquired and net working capital adjustments, of $52.6 million. This acquisition continues the Company’s strategic objective of developing a diversified portfolio in its Casinos & Resorts segment.

Total purchase consideration also includes contingent consideration valued at $58.6 million, which is the fair value, under GAAP, of expected cash payments totaling up to $125 million to the seller, based upon future events, which are uncertain. The contingent consideration was recorded at fair value, using discounted cash flow analyses, and will be remeasured quarterly, with fair value adjustments recognized in earnings, until the contingencies are resolved. The settlement of the contingent consideration liabilities will be due to the seller in the event the license agreement is extended or if the Company is successful in its bid for a casino license.

19
20

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


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

(in thousands)Tropicana Las Vegas
Preliminary(2)
Total current assets$7,924 
Property and equipment, net136,116 
Right of use assets, net164,884 
Intangible assets, net(1)
5,140 
Other assets766 
Goodwill8,794 
Total current liabilities(10,129)
Lease liabilities(164,884)
Other long-term liabilities(395)
Total purchase price$148,216 
(in thousands)Bally’s Golf LinksTropicana Las Vegas
Preliminary
Final(3)
Total current assets$1,108 $7,924 
Property and equipment, net505 136,116 
Right of use assets, net— 164,884 
Intangible assets, net(1) to (2)
6,500 5,140 
Other assets2,000 766 
Goodwill101,385 8,794 
Total current liabilities(345)(10,129)
Lease liabilities— (164,884)
Other long-term liabilities— (395)
Total purchase price$111,153 $148,216 

(1)    IntangibleBally’s Golf Links’ intangible assets include a concessionaire license of $6.5 million, which is being amortized over its estimated useful life of approximately 12 years.
(2)    Tropicana Las Vegas’ intangible assets include rated player relationships, a trade name and pre-bookings of $2.6 million, $1.7 million and $0.8 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years, 3 years and 2 years, respectively.
(2)(3)    The Company recorded adjustments to the preliminary purchase price allocation during the sixnine months ended JuneSeptember 30, 2023 which decreased total current assets by $0.2 million, increased goodwill by $0.2 million, decreased total current liabilities by $0.1 million and increased the total purchase price by $0.1 million.

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

The Company incurred $0.8$1.0 million and $1.8 million of acquisition costs related to the above Casino & Resorts acquisitionacquisitions during the three and sixnine months ended JuneSeptember 30, 2023, respectively, and $0.3$1.4 million and $0.5$1.9 million during the three and sixnine months ended JuneSeptember 30, 2022, respectively. There were no acquisition costs related to the International Interactive acquisition during the three months ended June 30, 2023. These costs are included within “General and administrative” of the condensed consolidated statementstatements of operations.

International Interactive Acquisition

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

2021

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

The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the International Interactive acquisition:
(in thousands)Casino Secret
Preliminary(2)
Total current assets$8,862 
Property and equipment, net50 
Right of use assets, net392 
Intangible assets, net(1)
29,471 
Goodwill18,139 
Total current liabilities(7,163)
Lease liabilities(412)
Total purchase price$49,339 

(1)    Casino Secret intangible assets include player relationships and trade names of $26.0 million and $3.5 million, respectively, which are both being amortized on a straight-line basis over their estimated useful lives of approximately 7 years.
(2)    The Company did not record adjustments to the preliminary purchase price allocation during the sixnine months ended JuneSeptember 30, 2023.

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

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


7.    ASSETS AND LIABILITIES HELD FOR SALE

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

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

The major classes of assets and liabilities classified as held for sale as of June 30, 2023 and December 31, 2022 are as follows:
2122

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

(in thousands)June 30, 2023December 31, 2022
Assets:
Restricted cash, prepaid expenses and other current assets$1,820 $3,756 
Goodwill— 9,399 
Intangible assets, net3,768 4,022 
Assets held for sale(1)
$5,588 $17,177 
Liabilities related to assets held for sale(1)(2)
$1,560 $3,409 
The major classes of assets and liabilities classified as held for sale as of September 30, 2023 and December 31, 2022 are as follows:
(in thousands)September 30, 2023December 31, 2022
Assets:
Restricted cash, prepaid expenses and other current assets$1,820 $3,756 
Goodwill— 9,399 
Intangible assets, net3,768 4,022 
Assets held for sale(1)
$5,588 $17,177 
Liabilities related to assets held for sale(1)(2)
$1,400 $3,409 

(1)    All assets and liabilities held for sale were classified as current as it’s probable the sale will be completed within one year.
(2)    Liabilities related to assets held for sale were comprised of accounts payable and accrued liabilities.

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


8.    PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of JuneSeptember 30, 2023 and December 31, 2022, prepaid expenses and other current assets was comprised of the following:
June 30,December 31,September 30,December 31,
(in thousands)(in thousands)20232022(in thousands)20232022
Services and license agreementsServices and license agreements$30,342 $31,396 Services and license agreements$34,865 $31,396 
Due from payment service providersDue from payment service providers29,009 30,621 Due from payment service providers26,023 30,621 
DepositsDeposits16,290 2,016 
Prepaid insurancePrepaid insurance16,009 6,374 
MarketingMarketing9,809 8,042 Marketing9,684 8,042 
Deposits8,845 2,016 
Short term derivative assetsShort term derivative assets9,428 — 
Purse fundsPurse funds9,399 8,093 
Gaming taxes and licensesGaming taxes and licenses8,122 4,644 
Sales taxSales tax7,697 5,900 Sales tax6,985 5,900 
Gaming taxes and licenses6,362 4,644 
Purse funds4,863 8,093 
Prepaid insurance1,147 6,374 
OtherOther5,208 3,631 Other5,687 3,631 
Total prepaid expenses and other current assets Total prepaid expenses and other current assets$103,282 $100,717  Total prepaid expenses and other current assets$142,492 $100,717 


23

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

9.    PROPERTY AND EQUIPMENT

As of JuneSeptember 30, 2023 and December 31, 2022, property and equipment was comprised of the following:
June 30,December 31,September 30,December 31,
(in thousands)(in thousands)20232022(in thousands)20232022
LandLand$238,997 $259,378 Land$238,997 $259,378 
Land improvementsLand improvements159,328 31,197 Land improvements160,841 31,197 
Building and improvementsBuilding and improvements547,593 752,964 Building and improvements656,433 752,964 
EquipmentEquipment230,325 246,340 Equipment260,907 246,340 
Furniture and fixturesFurniture and fixtures67,506 63,753 Furniture and fixtures68,523 63,753 
Construction in processConstruction in process149,047 116,181 Construction in process62,142 116,181 
Total property, plant and equipmentTotal property, plant and equipment1,392,796 1,469,813 Total property, plant and equipment1,447,843 1,469,813 
Less: Accumulated depreciationLess: Accumulated depreciation(237,039)(267,711)Less: Accumulated depreciation(256,087)(267,711)
Property and equipment, netProperty and equipment, net$1,155,757 $1,202,102 Property and equipment, net$1,191,756 $1,202,102 

22

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

Depreciation expense relating to property and equipment was $19.0$20.2 million and $37.6$57.8 million for the three and sixnine months ended JuneSeptember 30, 2023, respectively, and $16.1$17.0 million and $32.9$49.9 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively. During the three and sixnine months ended JuneSeptember 30, 2023, there was $2.1$2.9 million and $5.0$7.9 million of capitalized interest, respectively, and during the three and sixnine months ended JuneSeptember 30, 2022, there was $0.4$0.5 million and $0.7$1.2 million of capitalized interest, respectively.

Bally’s Chicago

A wholly-owned indirect subsidiary of the Company, Bally’s Chicago Operating Company, LLC entered into a Lease Termination and Short Term License Agreement with Chicago Tribune Company, LLC (“Tribune”), effective March 31, 2023, which among other things provides that the Company will have possession of 777 West Chicago Avenue, Chicago, Illinois 60610 (the “Permanent Chicago Site”) on or before July 5, 2024, subject to $150 million in payments by the Company to Tribune payable in full upon Tribune vacating the site on or prior to July 5, 2024 (the “Payment”). $140$10 million of the Payment was paid upon execution of the agreement and $90 million of the Payment was paid during the three months ended September 30, 2023. The $50 million remaining Payment is secured by cash-collateralized letters of credit, issued by Citizens Bank. Cash collaterals are reported as restricted cash with the long-term portion included within Other assets, as of JuneSeptember 30, 2023.

The Company recorded the short-term portionpresent value of the remaining payments of $85.6$46.8 million within “Accrued liabilities” and the remaining $49.7 million within Other long-term liabilities, with an offsetting increase to “Property and equipment, net” within the condensed consolidated balance sheets as of JuneSeptember 30, 2023.


24

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

10.    GOODWILL AND INTANGIBLE ASSETS

2023 Impairment Assessment

During the third quarter of 2023, the Company divested a component within the North America Interactive reporting unit. This divestiture required a relative fair value goodwill allocation to the divested component and a quantitative test for impairment of the remaining North America Interactive reporting unit. For the quantitative goodwill impairment test, the Company estimated the fair value of the reporting unit and asset group using both income and market-based approaches. Specifically, the Company applied the discounted cash flow (“DCF”) method under the income approach and the guideline company under the market approach and weighted the results of the two valuation methodologies based on the facts and circumstances surrounding the reporting unit. For the DCF method, the Company relied on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for the reporting unit as of the valuation date. The determination of fair value under the DCF method involved the use of significant estimates and assumptions, including revenue growth rates driven by future gaming activity, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, and discount rates. For the market approach, the Company utilized a comparison of the reporting unit to comparable publicly-traded companies and transactions and, based on the observed earnings multiples, ultimately selected multiples to apply to the reporting unit. The fair value of the North America Interactive reporting unit exceeded its carrying value and thus no impairment was recorded. The Company allocated $4.2 million to the component that was divested, which was subsequently de-recognized.

The change in carrying value of goodwill by reportable segment for the sixnine months ended JuneSeptember 30, 2023 is as follows (in thousands):
Casinos & ResortsNorth America InteractiveInternational InteractiveTotalCasinos & ResortsInternational InteractiveNorth America InteractiveTotal
Goodwill as of December 31, 2022(1)
Goodwill as of December 31, 2022(1)
$209,257 $39,740 $1,497,205 $1,746,202 
Goodwill as of December 31, 2022(1)
$209,257 $1,497,205 $39,740 $1,746,202 
Goodwill from current year business acquisition— — 18,139 18,139 
Goodwill from current year business acquisitionsGoodwill from current year business acquisitions101,385 18,139 — 119,524 
Effect of foreign exchangeEffect of foreign exchange— 160 55,015 55,175 Effect of foreign exchange— 4,583 4,584 
Purchase accounting adjustments on prior year business acquisitionPurchase accounting adjustments on prior year business acquisition204 — — 204 Purchase accounting adjustments on prior year business acquisition204 — — 204 
Goodwill as of June 30, 2023(1)
$209,461 $39,900 $1,570,359 $1,819,720 
Current year divestitureCurrent year divestiture— — (4,204)(4,204)
Goodwill as of September 30, 2023(1)
Goodwill as of September 30, 2023(1)
$310,846 $1,519,927 $35,537 $1,866,310 

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

The change in intangible assets, net for the sixnine months ended JuneSeptember 30, 2023 is as follows (in thousands):
Intangible assets, net as of December 31, 2022$1,961,938 
Intangible assets from current year business combinations29,47135,971 
Change in TRA with Sinclair(1)
(752)
Effect of foreign exchange37,3893,627 
Internally developed software15,50337,672 
Other intangibles acquired(1)
145,532 
Other intangibles acquiredadjustments10,807 (1,233)
Less: Amortization(116,107)(173,395)
Intangible assets, net as of JuneSeptember 30, 2023$1,938,2492,010,112 
__________________________________
(1)    Includes gaming license fees of $135.3 million due to the Illinois Gaming Board upon commencement of operations at Bally’s Chicago temporary casino facility. Refer to Note 219Significant Accounting PoliciesCommitments and Contingencies” for further information.


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




2325

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

Weighted
average
remaining life
(in years)
June 30, 2023
(in thousands, except years)Gross Carrying AmountAccumulated
Amortization
Net
Amortizable intangible assets:   
Naming rights - Sinclair(1)
7.6$313,833 $(74,474)$239,359 
Trade names5.321,360 (16,738)4,622 
Hard Rock license24.08,000 (2,182)5,818 
Customer relationships5.3964,697 (241,138)723,559 
Developed technology5.3265,239 (66,310)198,929 
Internally developed software3.145,039 (16,856)28,183 
Gaming licenses6.743,919 (8,211)35,708 
Other2.45,237 (2,792)2,445 
Total amortizable intangible assets1,667,324 (428,701)1,238,623 
Intangible assets not subject to amortization:
Gaming licensesIndefinite529,171 — 529,171 
Trade namesIndefinite169,298 — 169,298 
OtherIndefinite1,157 — 1,157 
Total unamortizable intangible assets699,626 — 699,626 
Total intangible assets, net$2,366,950 $(428,701)$1,938,249 
The Company’s identifiable intangible assets consist of the following:
Weighted
average
remaining life
(in years)
September 30, 2023
(in thousands, except years)Gross Carrying AmountAccumulated
Amortization
Net
Amortizable intangible assets:   
Commercial rights(1)
7.4$313,352 $(82,195)$231,157 
Trade names5.121,246 (16,996)4,250 
Hard Rock license23.78,000 (2,242)5,758 
Customer relationships5.0934,398 (267,210)667,188 
Developed technology5.0256,724 (73,350)183,374 
Internally developed software4.156,194 (10,135)46,059 
Gaming licenses6.543,916 (10,074)33,842 
Other9.611,682 (3,102)8,580 
Total amortizable intangible assets1,645,512 (465,304)1,180,208 
Intangible assets not subject to amortization:
Gaming licensesIndefinite664,421 — 664,421 
Trade namesIndefinite164,487 — 164,487 
OtherIndefinite996 — 996 
Total unamortizable intangible assets829,904 — 829,904 
Total intangible assets, net$2,475,416 $(465,304)$2,010,112 

(1)    NamingCommercial rights intangible asset in connection with the Sinclair Framework Agreement. Refer to Note 2 “Significant Accounting Policies” for further information. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks.
Weighted
average
remaining life
(in years)
December 31, 2022Weighted
average
remaining life
(in years)
December 31, 2022
(in thousands, except years)(in thousands, except years)Gross Carrying AmountAccumulated
Amortization
Net(in thousands, except years)Gross Carrying AmountAccumulated
Amortization
Net
Amortizable intangible assets:Amortizable intangible assets:   Amortizable intangible assets:   
Naming rights - Sinclair(2)
8.1$314,585 $(58,982)$255,603 
Commercial rights(2)
Commercial rights(2)
8.1$314,585 $(58,982)$255,603 
Trade namesTrade names2.717,750 (16,196)1,554 Trade names2.717,750 (16,196)1,554 
Hard Rock licenseHard Rock license24.58,000 (2,061)5,939 Hard Rock license24.58,000 (2,061)5,939 
Customer relationshipsCustomer relationships5.8907,199 (166,155)741,044 Customer relationships5.8907,199 (166,155)741,044 
Developed technologyDeveloped technology5.7256,512 (45,769)210,743 Developed technology5.7256,512 (45,769)210,743 
Internally developed softwareInternally developed software4.026,520 (5,444)21,076 Internally developed software4.026,520 (5,444)21,076 
Gaming licensesGaming licenses7.834,016 (4,892)29,124 Gaming licenses7.834,016 (4,892)29,124 
OtherOther2.64,917 (2,110)2,807 Other2.64,917 (2,110)2,807 
Total amortizable intangible assetsTotal amortizable intangible assets1,569,499 (301,609)1,267,890 Total amortizable intangible assets1,569,499 (301,609)1,267,890 
Intangible assets not subject to amortization:Intangible assets not subject to amortization:Intangible assets not subject to amortization:
Gaming licensesGaming licensesIndefinite529,171 — 529,171 Gaming licensesIndefinite529,171 — 529,171 
Trade namesTrade namesIndefinite164,391 — 164,391 Trade namesIndefinite164,391 — 164,391 
OtherOtherIndefinite486 — 486 OtherIndefinite486 — 486 
Total unamortizable intangible assetsTotal unamortizable intangible assets694,048 — 694,048 Total unamortizable intangible assets694,048 — 694,048 
Total intangible assets, netTotal intangible assets, net$2,263,547 $(301,609)$1,961,938 Total intangible assets, net$2,263,547 $(301,609)$1,961,938 

(2)    See note (1) above.
2426

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


Amortization of intangible assets was approximately $60.2$57.3 million and $58.7$56.8 million for the three months ended JuneSeptember 30, 2023 and 2022, respectively, and approximately $116.1$173.4 million and $120.8$177.6 million for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.

The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of JuneSeptember 30, 2023:
(in thousands)(in thousands)(in thousands)
Remaining 2023Remaining 2023$113,069 Remaining 2023$55,791 
20242024229,095 2024221,010 
20252025220,223 2025218,952 
20262026218,208 2026216,965 
20272027217,555 2027214,609 
ThereafterThereafter240,473 Thereafter252,881 
TotalTotal$1,238,623 Total$1,180,208 


11.    DERIVATIVE INSTRUMENTS

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

During the three months ended September 30, 2023, the Company entered into a series of interest rate and cross currency swap derivative transactions with multiple bank counterparties in order to synthetically convert $400.0 million, notional, of the Company’s USD denominated variable rate Term Loan Facility, as disclosed in Note 15 “Long-Term Debt,” into fixed rate debt over five years. The tenor of the contracts were matched with the maturity of the Term Loan Facility tranche maturing on October 1, 2028.

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 to fixed-cross-currency swaps to hedge its exposure to changes in the foreign exchange rate on its foreign investment in Europe and their exposure to changes in the EUR-GBP exchange rate. Currency forward agreements involve fixing the USD-EUR exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in USD for their fair value at or close to their settlement date. Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency-fixed-rate payments over the life of the agreement. These derivative arrangements qualify as net investment hedges under ASC 815, with the gain or loss resulting from changes in the spot value of the derivative reported in other comprehensive income. Amounts are reclassified out of other comprehensive income into earnings when the hedged net investment is either sold or substantially liquidated. Additionally, the accrual of foreign currency and USD denominated coupons will be recognized in “Interest expense, net” in the condensed consolidated statements of operations. Refer to Note 12 “Fair Value Measurements” and Note 18 “Stockholders’ Equity” for further information.

27

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

Net Investment HedgesNotional SoldNotional Purchased
Cross currency swaps369,657 £307,920 
Cross currency swaps£307,920 $400,000 

Cash Flow Hedges

Interest Rate Swaps - The Company’s objectives in using interest rate derivatives are to hedge its exposure to variability in cash flows on a portion of its floating-rate debt and add stability to interest expense and manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its financial risk and liability management policy. The Company’s interest rate swaps 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 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 Note 12 “Fair Value Measurements” and Note 18 “Stockholders’ Equity” for further information.

Cash Flow HedgesNotional Amount
Interest rate swaps$400,000 

Economic Hedges

The Company utilizes short term operational hedges or forward currency exchange rate contracts to mitigate foreign currency exchange rate risk. These instruments are not designated as hedging instruments under ASC 815. The fair value of these instruments are recorded as derivative assets or liabilities on the condensed consolidated balance sheets with changes in fair value recognized in earnings within “Other non-operating income, net” on the condensed consolidated statements of operations. Refer to Note 12 “Fair Value Measurements” for further information.

Other

Penny Warrants and Options - The Company accounts for its penny warrants and options, under its strategic partnership with Sinclair Broadcast Group, as hedging instruments under ASC 815. Refer to Note 2 “Significant Accounting Policies” for further information.

Performance Warrants - The Company accounts for its performance warrants, under its strategic partnership with Sinclair Broadcast Group, as a derivative liability and are not designated as hedging instruments. Refer to Note 2 “Significant Accounting Policies” and Note 12 “Fair Value Measurements” for further information.


28

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

12.    FAIR VALUE MEASUREMENTS

Except for the assets and liabilities held for sale and the corresponding impairment described in Note 7, there were no assets and liabilities measured at fair value on a nonrecurring basis. The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
June 30, 2023September 30, 2023
(in thousands)(in thousands)Balance Sheet LocationLevel 1Level 2Level 3(in thousands)Balance Sheet LocationLevel 1Level 2Level 3
Assets:Assets:Assets:
Cash and cash equivalentsCash and cash equivalentsCash and cash equivalents$183,611 $— $— Cash and cash equivalentsCash and cash equivalents$178,526 $— $— 
Restricted cashRestricted cashRestricted cash139,237 — — Restricted cashRestricted cash119,311 — — 
Restricted cashOther assets50,000 — — 
Convertible loansConvertible loansPrepaid expenses and other current assets876 — — Convertible loansPrepaid expenses and other current assets918 — — 
Convertible loansConvertible loansOther assets— — 11,474 Convertible loansOther assets— — 10,685 
Investments in equity securitiesInvestments in equity securitiesOther assets3,019 — — Investments in equity securitiesOther assets2,392 — — 
Investment in GLPI partnershipInvestment in GLPI partnershipOther assets— 13,891 — Investment in GLPI partnershipOther assets— 13,057 — 
Total$376,743 $13,891 $11,474 
Derivative assets not designated as hedging instruments:Derivative assets not designated as hedging instruments:
Foreign exchange forward contractsForeign exchange forward contractsPrepaid expenses and other current assets— 2,427 — 
Derivative assets designated as hedging instruments:Derivative assets designated as hedging instruments:
Interest rate swapsInterest rate swapsPrepaid expenses and other current assets— 3,604 — 
Interest rate swapsInterest rate swapsOther assets— 458 — 
Cross currency swapsCross currency swapsPrepaid expenses and other current assets— 3,397 — 
Cross currency swapsCross currency swapsOther assets— 15,716 — 
Total derivative assets at fair valueTotal derivative assets at fair value$— $25,602 $— 
Total assetsTotal assets$301,147 $38,659 $10,685 
Liabilities:Liabilities:Liabilities:
Contingent considerationContingent considerationOther long-term liabilities$— $— $58,580 
Derivative liabilities not designated as hedging instruments:Derivative liabilities not designated as hedging instruments:
Sinclair Performance Warrants
Sinclair Performance Warrants
Naming rights liabilities$— $— $29,696 
Sinclair Performance Warrants
Commercial rights liabilities— — 25,020 
Total$— $— $29,696 
Foreign exchange forward contractsForeign exchange forward contractsAccrued liabilities— 2,430 — 
Derivative liabilities designated as hedging instruments:Derivative liabilities designated as hedging instruments:
Interest rate swapsInterest rate swapsOther long-term liabilities— 535 — 
Cross currency swapsCross currency swapsAccrued liabilities— 390 — 
Cross currency swapsCross currency swapsOther long-term liabilities— 18,191 — 
Total derivative liabilities at fair valueTotal derivative liabilities at fair value$— $21,546 $25,020 
Total liabilities Total liabilities$— $21,546 $83,600 


2529

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


December 31, 2022December 31, 2022
(in thousands)(in thousands)Balance Sheet LocationLevel 1Level 2Level 3(in thousands)Balance Sheet LocationLevel 1Level 2Level 3
Assets:Assets:Assets:
Cash and cash equivalentsCash and cash equivalentsCash and cash equivalents$212,515 $— $— Cash and cash equivalentsCash and cash equivalents$212,515 $— $— 
Restricted cashRestricted cashRestricted cash52,669 — — Restricted cashRestricted cash52,669 — — 
Convertible loansConvertible loansPrepaid expenses and other current assets657 — — Convertible loansPrepaid expenses and other current assets657 — — 
Convertible loansConvertible loansOther assets— — 10,212 Convertible loansOther assets— — 10,212 
Investments in equity securitiesInvestments in equity securitiesOther assets2,395 — — Investments in equity securitiesOther assets2,395 — — 
Total Total$268,236 $— $10,212  Total$268,236 $— $10,212 
Liabilities:Liabilities:Liabilities:
Contingent considerationContingent considerationAccrued liabilities$— $— $8,220 
Derivatives not designated as hedging instrumentsDerivatives not designated as hedging instruments
Sinclair Performance WarrantsSinclair Performance WarrantsNaming rights liabilities$— $— $36,987 Sinclair Performance WarrantsCommercial rights liabilities— — 36,987 
Contingent considerationAccrued liabilities— — 8,220 
Total Total$— $— $45,207  Total$— $— $45,207 

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:
(in thousands)(in thousands)Sinclair Performance WarrantsContingent ConsiderationConvertible LoansTotal(in thousands)Sinclair Performance WarrantsContingent ConsiderationConvertible LoansTotal
Beginning as of December 31, 2022Beginning as of December 31, 2022$36,987 $8,220 $10,212 $55,419 Beginning as of December 31, 2022$36,987 $8,220 $10,212 $55,419 
Additions in the period (acquisition fair value)Additions in the period (acquisition fair value)— — 500 500 Additions in the period (acquisition fair value)— — 500 500 
Change in fair valueChange in fair value267 1,241 126 1,634 Change in fair value267 1,241 126 1,634 
Ending as of March 31, 2023Ending as of March 31, 2023$37,254 $9,461 $10,838 $57,553 Ending as of March 31, 2023$37,254 $9,461 $10,838 $57,553 
Additions in the period (acquisition fair value)Additions in the period (acquisition fair value)— — 500 500 Additions in the period (acquisition fair value)— — 500 500 
Reductions in the periodReductions in the period— (9,292)— (9,292)Reductions in the period— (9,292)— (9,292)
Change in fair valueChange in fair value(7,558)(169)136 (7,591)Change in fair value(7,558)(169)136 (7,591)
Ending as of June 30, 2023Ending as of June 30, 2023$29,696 $— $11,474 $41,170 Ending as of June 30, 2023$29,696 $— $11,474 $41,170 
Additions in the period (acquisition fair value)Additions in the period (acquisition fair value)— 58,580 500 59,080 
Change in fair valueChange in fair value(4,676)— (1,289)(5,965)
Ending as of September 30, 2023Ending as of September 30, 2023$25,020 $58,580 $10,685 $94,285 

(in thousands)Sinclair Performance WarrantsContingent ConsiderationConvertible LoansTotal
Beginning as of December 31, 2021$69,564 $34,931 $2,025 $106,520 
Additions in the period (acquisition fair value)— — 167 167 
Reductions in the period— (15,862)— (15,862)
Change in fair value(13,379)(5,992)(54)(19,425)
Ending as of March 31, 2022$56,185 $13,077 $2,138 $71,400 
Additions in the period (acquisition fair value)— — 500 500 
Change in fair value(20,032)(4,376)(152)(24,560)
Ending as of June 30, 2022$36,153 $8,701 $2,486 $47,340 
2630

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

(in thousands)Sinclair Performance WarrantsContingent ConsiderationConvertible LoansTotal
Beginning as of December 31, 2021$69,564 $34,931 $2,025 $106,520 
Additions in the period (acquisition fair value)— — 167 167 
Reductions in the period— (15,862)— (15,862)
Change in fair value(13,379)(5,992)(54)(19,425)
Ending as of March 31, 2022$56,185 $13,077 $2,138 $71,400 
Additions in the period (acquisition fair value)— — 500 500 
Change in fair value(20,032)(4,376)(152)(24,560)
Ending as of June 30, 2022$36,153 $8,701 $2,486 $47,340 
Additions in the period (acquisition fair value)— — 2,610 2,610 
Change in fair value(37)(265)(411)(713)
Ending as of September 30, 2022$36,116 $8,436 $4,685 $49,237 

The gains (losses) recognized in the condensed consolidated statementstatements of operations for derivatives not designated as hedging instruments during the three and sixnine months ended JuneSeptember 30, 2023 and 2022 are as follows:
Condensed Consolidated Statements of Operations LocationThree Months Ended
June 30,
Six Months Ended
June 30,
(in thousands)2023202220232022
Sinclair Performance WarrantsChange in value of naming rights liabilities$7,558 $20,032 $7,291 $33,411 

Condensed Consolidated Statements of Operations LocationThree Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2023202220232022
Sinclair Performance WarrantsOther non-operating income, net$4,676 $37 $11,967 $33,448 

Gains (losses) recognized in earnings resulting from the change in fair value relating to foreign exchange forward contracts were immaterial during the three and nine months ended September 30, 2023.

Interest Rate and Cross Currency Swaps

The fair values of interest rate and cross currency swap contract 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).

Foreign Exchange Forward Contracts

The foreign exchange forward contracts are accounted for as derivative assets and liabilities and are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates. Gains (losses) recognized in earnings resulting from the change in fair value are reported within “Other non-operating income, net” on the condensed consolidated statements of operations.

Sinclair Performance Warrants

Sinclair Performance Warrants are accounted for as a derivative instrument classified as a liability within Level 3 of the hierarchy as the warrants are not traded in active markets and are subject to certain assumptions and estimates made by management related to the probability of meeting performance milestones. These assumptions and the probability of meeting performance targets may have a significant impact on the value of the warrant. The Performance Warrants are valued using an option pricing model, considering the Company’s estimated probabilities of achieving the performance milestones for each tranche. Inputs to this valuation approach include volatility between 63% and 66%, risk free rates between 1.02% and 4.01%, the Company’s common stock price for each period and expected terms between 3.4 and 8.0 years.

31

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

Sinclair Options

Sinclair Options are accounted for as an equity classified instrument under ASC 815, Derivatives and Hedging.815. The fair value of the options are based on a Black-Scholes model using Level 2 inputs, including volatility rates, risk free rates, the Company’s common stock price and expected term. The fair value of the Options was $59.7 million as of JuneSeptember 30, 2023 and December 31, 2022 and is recorded within “Additional paid-in-capital” in the condensed consolidated balance sheets.

Contingent Consideration

Contingent consideration related to acquisitions isare recorded at fair value as a liability on the acquisition date and issubsequently remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. In connection with the acquisitions of SportCaller and MKF on February 5, 2021 and March 23, 2021, respectively, the Company recorded contingent consideration at fair value of $58.7 million as of the acquisition dates. After the acquisition dates and until the contingencies were resolved, the fair value of contingent consideration payable was adjusted each reporting periodThe remeasurements are based primarily on the expected probability of achievement of the contingency targets which wereare subject to management’s estimate and the Company’s stock price.estimate. 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 MKF in the first quarter of 2021, the Company recorded contingent consideration of $58.7 million. During the first quarter of 2022, the Company settled contingent consideration of $15.9 million, comprised of 393,778 immediately exercisable penny warrants, and 107,832 shares of Bally’s Corporation common stock and $0.1 million in cash. During the second quarter of 2023, the Company settled the remaining contingent consideration of $9.3 million, comprised of 386,926 immediately exercisable penny warrants, 103,656 shares of Bally’s Corporation common stock and a de minimus payment in cash, all in satisfaction of contingencies related to the respective acquisition agreements.

In connection with the acquisition of Bally’s Golf Links on September 12, 2023, the Company recorded contingent consideration at fair value of $58.6 million. Refer to Note 6 “Business Combinations” for further information.

Convertible Loans

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

27

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

Investments in Equity Securities

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

Investment in GLPI Partnership

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

Long-Term Debt

The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of the Company’s long-term debt is net of debt issuance costs and debt discounts. Refer to Note 1415Long-Term Debt” for further information.
 June 30, 2023December 31, 2022
(in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Term Loan Facility$1,877,654 $1,862,783 $1,884,082 $1,872,238 
5.625% Senior Notes due 2029735,457 567,963 734,497 555,000 
5.875% Senior Notes due 2031719,059 543,776 732,976 529,905 


12.    ACCRUED LIABILITIES
As of June 30, 2023 and December 31, 2022, accrued liabilities consisted of the following:
(in thousands)June 30,
2023
December 31,
2022
Gaming liabilities$180,499 $168,386 
Bally’s Chicago - land development liability85,619 — 
Compensation67,034 60,463 
Interest payable33,508 36,173 
GLPI advance deposit(1)
— 200,000 
Other100,942 108,909 
Total accrued liabilities$467,602 $573,931 

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

2832

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

 September 30, 2023December 31, 2022
(in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Term Loan Facility$1,874,485 $1,858,055 $1,884,082 $1,872,238 
5.625% Senior Notes due 2029735,949 579,418 734,497 555,000 
5.875% Senior Notes due 2031719,512 546,395 732,976 529,905 


13.    ACCRUED LIABILITIES
As of September 30, 2023 and December 31, 2022, accrued liabilities consisted of the following:
(in thousands)September 30,
2023
December 31,
2022
Gaming liabilities$181,696 $168,386 
Compensation81,892 60,463 
Bally’s Chicago - land development liability46,802 — 
Interest payable42,142 36,173 
GLPI advance deposit(1)
— 200,000 
Other129,323 108,909 
Total accrued liabilities$481,855 $573,931 

(1)    Refer to Note 16 “Leases” for further information.


14.    RESTRUCTURING EXPENSE

On January 18, 2023, the Company announced a restructuring plan (the “Plan”) of the Interactive business intended to reduce operating costs and continue the Company’s commitment to achieving profitable operations in its North America Interactive segment. The Plan included a reduction of the Company’s then current Interactive workforce by up to 15 percent. During the three and sixnine months ended JuneSeptember 30, 2023, the Company incurred restructuring charges of $3.4$0.4 million and $20.3$20.7 million, respectively, attributable to the workforce reduction representing employee transition costs and severance. These costs are included within “General and administrative” of the condensed consolidated statementstatements of operations.

The restructuring charges by segment are summarized as follows:
(in thousands)(in thousands)Three Months Ended
June 30, 2023
Six Months Ended
June 30, 2023
(in thousands)Three Months Ended
September 30, 2023
Nine Months Ended
September 30, 2023
International InteractiveInternational Interactive$325 $11,252 
North America InteractiveNorth America Interactive$1,789 $7,647 North America Interactive86 7,733 
International Interactive1,595 10,927 
OtherOther56 1,688 Other— 1,688 
Total restructuring chargeTotal restructuring charge$3,440 $20,262 Total restructuring charge$411 $20,673 

The restructuring activity for the sixnine months ended JuneSeptember 30, 2023 is as follows:
(in thousands)Workforce Reduction
Balance as of December 31, 2022$— 
Charges20,26220,673 
Payments(16,703)(18,294)
Balance as of JuneSeptember 30, 2023$3,5592,379 

33

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

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


14.
15.    LONG-TERM DEBT

As of JuneSeptember 30, 2023 and December 31, 2022, long-term debt consisted of the following:
(in thousands)(in thousands)June 30,
2023
December 31,
2022
(in thousands)September 30,
2023
December 31,
2022
Term Loan Facility(1)Term Loan Facility(1)$1,915,825 $1,925,550 Term Loan Facility(1)$1,910,962 $1,925,550 
Revolving Credit FacilityRevolving Credit Facility15,000 137,000 Revolving Credit Facility115,000 137,000 
5.625% Senior Notes due 20295.625% Senior Notes due 2029750,000 750,000 5.625% Senior Notes due 2029750,000 750,000 
5.875% Senior Notes due 20315.875% Senior Notes due 2031735,000 750,000 5.875% Senior Notes due 2031735,000 750,000 
Less: Unamortized original issue discountLess: Unamortized original issue discount(25,715)(27,729)Less: Unamortized original issue discount(24,719)(27,729)
Less: Unamortized deferred financing feesLess: Unamortized deferred financing fees(42,940)(46,266)Less: Unamortized deferred financing fees(41,297)(46,266)
Long-term debt, including current portionLong-term debt, including current portion3,347,170 3,488,555 Long-term debt, including current portion3,444,946 3,488,555 
Less: Current portion of Term Loan and Revolving Credit FacilityLess: Current portion of Term Loan and Revolving Credit Facility(29,450)(19,450)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$3,317,720 $3,469,105 
Long-term debt, net of discount and deferred financing fees, excluding current portionLong-term debt, net of discount and deferred financing fees, excluding current portion$3,425,496 $3,469,105 

(1)    The Company has a series of interest rate and cross currency swap derivatives to synthetically convert $400.0 million notional of the Company’s in USD denominated variable rate Term Loan Facility into fixed rate debt through its maturity in 2028. Refer to Note 11 “Derivative Instruments” for further information.

29

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

Senior Notes

On August 20, 2021, two unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 (the “2029 Notes”) and $750.0 million aggregate principal amount of 5.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Senior Notes”). The Senior Notes were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and U.S. Bank National Association, as trustee. Certain of the net proceeds from the Senior Notes offering were placed in escrow accounts for use in connection with the Gamesys acquisition. On October 1, 2021, upon the closing of the Gamesys acquisition, the Company assumed the issuer obligation under the Senior Notes. The Senior Notes are guaranteed, jointly and severally, by each of the Company’s restricted subsidiaries that guarantees the Company’s obligations under its Credit Agreement.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.

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

The indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1) incur additional indebtedness, (2) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, (3) enter into certain transactions with affiliates, (4) sell or otherwise dispose of assets, (5) create or incur liens and (6) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are subject to exceptions and qualifications set forth in the indenture.
34

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


Credit Facility

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

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

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

30

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

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

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

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 interest rate and cross currency swap derivative transactions during the third quarter of 2023. Refer to Note 11 “Derivative Instruments” for further information.
15.

16.    LEASES

Operating Leases

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

The Company had total operating lease liabilities of $1.22$1.21 billion and $836.1 million as of JuneSeptember 30, 2023 and December 31, 2022, respectively, and right of use assets of $1.19$1.17 billion and $808.9 million as of JuneSeptember 30, 2023 and December 31, 2022, respectively, which were included in the condensed consolidated balance sheets.

35

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

GLPI Leases

As of JuneSeptember 30, 2023, the Company’s Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties are leased under the terms of a master lease agreement (the “Master Lease”) with GLPI. All GLPI leases are accounted for as operating leases within the provisions of ASC 842,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 JuneSeptember 30, 2023.

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

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

31

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

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

Components of lease expense, included within “General and administrative” in the condensed consolidated statements of operations, for operating leases during the three and sixnine months ended JuneSeptember 30, 2023 and 2022 are as follows:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)(in thousands)2023202220232022(in thousands)2023202220232022
Operating leases:Operating leases:Operating leases:
Operating lease costOperating lease cost$36,956 $17,265 $73,775 $32,564 Operating lease cost$37,695 $19,566 $111,470 $52,130 
Variable lease costVariable lease cost2,365 2,001 4,835 3,818 Variable lease cost2,668 2,301 7,503 6,119 
Operating lease expenseOperating lease expense39,321 19,266 78,610 36,382 Operating lease expense40,363 21,867 118,973 58,249 
Short-term lease expenseShort-term lease expense3,785 4,966 6,111 8,703 Short-term lease expense3,642 4,990 9,753 13,693 
Total lease expenseTotal lease expense$43,106 $24,232 $84,721 $45,085 Total lease expense$44,005 $26,857 $128,726 $71,942 

36

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

Supplemental cash flow and other information related to operating leases for the three and sixnine months ended JuneSeptember 30, 2023 and 2022 are as follows:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)(in thousands)2023202220232022(in thousands)2023202220232022
Cash paid for amounts included in the lease liability - operating cash flows from operating leasesCash paid for amounts included in the lease liability - operating cash flows from operating leases$33,215 $15,820 $64,992 $29,007 Cash paid for amounts included in the lease liability - operating cash flows from operating leases$32,552 $17,816 $97,544 $46,823 
Right of use assets obtained in exchange for operating lease liabilitiesRight of use assets obtained in exchange for operating lease liabilities$7,094 $148,759 $403,659 $150,122 Right of use assets obtained in exchange for operating lease liabilities$1,748 $166,607 $405,407 $316,729 

June 30, 2023December 31, 2022
Weighted average remaining lease term18.0 years20.7 years
Weighted average discount rate7.5 %6.7 %

September 30, 2023December 31, 2022
Weighted average remaining lease term17.8 years20.7 years
Weighted average discount rate7.5 %6.7 %
As of JuneSeptember 30, 2023, future minimum lease payments under noncancelable operating leases are as follows:
(in thousands)(in thousands)June 30, 2023(in thousands)September 30, 2023
Remaining 2023Remaining 2023$67,306 Remaining 2023$35,197 
20242024137,525 2024137,668 
20252025142,196 2025142,170 
20262026141,949 2026141,514 
20272027136,794 2027136,307 
ThereafterThereafter1,734,278 Thereafter1,747,864 
Total lease paymentsTotal lease payments2,360,048 Total lease payments2,340,720 
Less: present value discountLess: present value discount(1,136,982)Less: present value discount(1,127,814)
Lease obligationsLease obligations$1,223,066 Lease obligations$1,212,906 

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

32

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

Financing Obligation

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

The Company recorded land within property“Property and equipment, netnet” of $200.0 million with a corresponding long-termliability within ”Long-term portion of financing obligationobligation” of $200.0 million on its condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. All lease payments are recorded as interest expense and there is no reduction to the financing obligation over the lease term. Bally’s Chicago made cash payments, and recorded corresponding interest expense of $4.5$4.3 million and $8.7$13.0 million during the three and sixnine months ended JuneSeptember 30, 2023, respectively.

Lessor

The Company leases its hotel rooms to patrons and records the corresponding lessor revenue in “Non-gaming revenue” within our condensed consolidated statements of operations. The Company had lessor revenues related to the rental of hotel rooms of $51.4$56.7 million and $98.7$155.5 million for the three and sixnine months ended JuneSeptember 30, 2023, respectively, and $33.9$45.7 million and $60.9$106.5 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively. Hotel leasing arrangements vary in duration, but are short-term in nature.

37

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

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


16.17.    EQUITY PLANS

Equity Incentive Plans

The Company has two equity incentive plans: the 2015 Stock Incentive Plan (“2015 Incentive Plan”) and the Bally’s Corporation 2021 Equity Incentive Plan (“2021 Incentive Plan”), collectively (the “Equity Incentive Plans”).

The 2015 Incentive Plan provided for the grant of stock options, time-based restricted stock units (“RSUs”), restricted stock awards (“RSAs”), performance-based restricted stock units (“PSUs”) and other awards (collectively, “restricted awards”) (including those with performance-based vesting criteria) to employees, directors or consultants of the Company. The 2015 Incentive Plan authorized for the issuance of up to 1,700,000 shares of the Company’s common stock pursuant to grants of awards made under the plan. Effective May 18, 2021, no new awards were granted under the 2015 Incentive Plan as a result of the new 2021 Incentive Plan being approved at the Company’s 2021 Annual Shareholder Meeting. The 2021 Incentive Plan provides for the grant of stock options, RSAs, RSUs, PSUs and other awards (including those with performance-based vesting criteria) to employees, directors or consultants of the Company. The 4,250,000 shares of the Company’s common stock, decreased by the number of shares subject to awards granted under the 2015 Incentive Plan between December 31, 2020 and May 18, 2021, or 221,464 shares, plus any shares subject to awards granted under the 2021 Incentive Plan or the 2015 Incentive Plan that are added back to the share pool under the 2021 Incentive Plan pursuant to the plan’s share counting rules, are authorized for issuance under the 2021 Incentive Plan.

During the sixnine months ended JuneSeptember 30, 2023, the Company granted 1,472,9841,531,114 restricted awards with an aggregate intrinsic value of $27.5$28.4 million under the 2021 Incentive Plan. As of JuneSeptember 30, 2023, 1,322,8671,261,308 shares remain available for grant under the 2021 Incentive Plan, which includes shares added back to the share pool based on share counting rules. There were 1,879,9181,869,141 restricted awards outstanding as of JuneSeptember 30, 2023.

Share-Based Compensation

The Company recognized total share-based compensation expense of $6.3 million and $12.3$18.6 million for the three and sixnine months ended JuneSeptember 30, 2023, respectively, and $6.3$6.7 million and $11.4$18.1 million for the three and sixnine months ended JuneSeptember 30, 2022, respectively. The total income tax benefit for share-based compensation arrangements was $1.7 million and $1.8 million for both the three months ended JuneSeptember 30, 2023 and 2022, respectively, and $3.2$4.9 million and $2.9$4.7 million for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.

33

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


17.18.    STOCKHOLDERS’ EQUITY

Capital Return Program

Total share repurchase activity during the three and sixnine months ended JuneSeptember 30, 2023 and 2022 was as follows:
Three Months Ended June 30,Six Months Ended June 30,Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except share and per share data)(in thousands, except share and per share data)2023202220232022(in thousands, except share and per share data)2023202220232022
Number of common shares repurchasedNumber of common shares repurchased748,502 — 1,774,845 350,616 Number of common shares repurchased— 5,368,334 1,774,845 5,718,950 
Total costTotal cost$10,705 $— $30,458 $13,288 Total cost$— $119,254 $30,458 $132,542 
Average cost per share, including commissionsAverage cost per share, including commissions$14.30 $— $17.16 $37.90 Average cost per share, including commissions$— $22.21 $17.16 $23.18 

Future share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market conditions and other factors. There is no fixed time period to complete share repurchases.
38

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


The Company retired 712,12240,451 and 5,368,334 shares of its common stock held in treasury during the three months ended JuneSeptember 30, 2023. There were no shares retired during the three months ended June 30, 2022.2023 and 2022, respectively. The Company retired 1,738,4651,778,916 and 1,146,1946,514,528 shares of its common stock held in treasury during the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively. The shares were returned to the status of authorized but unissued shares. As of JuneSeptember 30, 2023, there were no shares remaining in treasury.

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

Common Stock Offering

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

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

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

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

Changes to Authorized Shares

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

34

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

Shares Outstanding

As of JuneSeptember 30, 2023, the Company had 45,626,01345,616,627 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)12)44,128
Telescope contingent shares (Note 11)12)8,626
Outstanding awards under Equity Incentive Plans (Note 16)17)1,879,9181,869,141
14,763,40214,752,625
__________________________________
(1)    Consists of four equal tranches to purchase shares with exercise prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing of the Sinclair Agreement.

39

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

Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive loss by component, net of tax, for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively:
(in thousands)(in thousands)Foreign Currency Translation AdjustmentBenefit PlansTotal(in thousands)Foreign Currency Translation AdjustmentBenefit Plans
Cash Flow Hedges(2)
Net Investment HedgesTotal
Accumulated other comprehensive loss at December 31, 2022Accumulated other comprehensive loss at December 31, 2022$(295,984)$344 $(295,640)Accumulated other comprehensive loss at December 31, 2022$(295,984)$344 $— $— $(295,640)
Current period other comprehensive income90,698 — 90,698 
Accumulated other comprehensive loss at June 30, 2023$(205,286)$344 $(204,942)
Other comprehensive income (loss) before reclassifications(1)
Other comprehensive income (loss) before reclassifications(1)
1,532 — 3,970 675 6,177 
Reclassifications from accumulated other comprehensive loss to earnings(1)
Reclassifications from accumulated other comprehensive loss to earnings(1)
— — (443)(388)(831)
Tax effectTax effect— — (934)(76)(1,010)
Accumulated other comprehensive loss at September 30, 2023Accumulated other comprehensive loss at September 30, 2023$(294,452)$344 $2,593 $211 $(291,304)

(1)    All activity relates to the three months ended September 30, 2023.

(in thousands)Foreign Currency Translation AdjustmentBenefit PlansTotal
Accumulated other comprehensive loss at December 31, 2021$(25,833)$(976)$(26,809)
Current period other comprehensive loss(270,355)— (270,355)
Accumulated other comprehensive loss at June 30, 2022$(296,188)$(976)$(297,164)
(2)    As of September 30, 2023, approximately $4.5 million of existing gains and losses are estimated to be reclassified into earnings within the next 12 months.


35

BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(in thousands)Foreign Currency Translation AdjustmentBenefit PlansTotal
Accumulated other comprehensive loss at December 31, 2021$(25,833)$(976)$(26,809)
Other comprehensive income (loss)(483,548)— (483,548)
Accumulated other comprehensive loss at September 30, 2022$(509,381)$(976)$(510,357)


18.
19.    COMMITMENTS AND CONTINGENCIES

Litigation

Diamond commenced reorganization proceedings under Chapter 11 of the Bankruptcy Code in March 2023. In July 2023, Diamond commenced litigation 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 agreement with Sinclair involved fraudulent transfers and unlawful distributions. To date, Diamond has not sought to reject the Commercial Agreement. If Sinclair were to do so; Bally’s would have an unsecured claim for damages resulting from the rejection. The litigation is in its early stages and Bally’s intends to vigorously defend this claim.

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

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

40

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

Capital Expenditure Commitments

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

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

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

City of Chicago Guaranty

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

Bally’s Chicago Casino Fees

Under the Illinois Gambling Act, the Company will be responsible to pay various gaming license fees to the Illinois Gaming Board in connection with the Company’s casino operations. These fees include: (i) a $250,000 land based gaming fee to operate the casino on land prior to commencing operations, (ii) a $250,000 license fee prior to receiving an owners license and gambling operations commence, (iii) gaming position fees equal to the minimum initial fee of $30,000 per gaming position to be paid within 30 days of issuance of an owners license or Temporary Operating Permit (“TOP”), (iv) a $15 million reconciliation fee upon issuance of a TOP or an owners license, whichever is earlier, and (v) a reconciliation fee payment three years after the date operations commenced (in a temporary or permanent facility) in an amount equal to 75% of the adjusted gross receipt (“AGR”) for the most lucrative 12-month period of operations, minus the amount equal to the initial payment per gaming position paid. On September 9, 2023, operations commenced at the Company’s Bally’s Chicago temporary casino facility, which triggered required gaming license fees to be paid to the Illinois Gaming Board. As of September 30, 2023, the Company recorded such fees totaling $135.3 million within “Intangible assets, net”, as an indefinite lived gaming license, and “Accounts payable” and on the condensed consolidated balance sheets. These fees were paid in October 2023 through borrowings on the Revolving Credit Facility.

Sponsorship Commitments

As of JuneSeptember 30, 2023, the Company has entered into multiple sponsorship agreements with various professional sports leagues and teams. These agreements commit a total of $106.9$138.4 million through 2036 and grant the Company rights to use official league marks for branding and promotions, among other benefits.


36
41

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

19.20.    SEGMENT REPORTING

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

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

Casinos & Resorts - Includes the Company’s 1516 casino and resort properties, and one horse race track.track 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.

International Interactive - Gamesys’ European and Asian operations.

As of JuneSeptember 30, 2023, the Company’s operations were predominately in the US, Europe and Asia with a less substantive footprint in other countries world-wide. For geographical reporting purposes, revenue generated outside of the US has been aggregated into the International Interactive reporting segment, and consists primarily of revenue from the UK and Japan. Revenue generated from the UK and Japan represented approximately 26%25% and 12%11% of total revenue, respectively, for the three months ended JuneSeptember 30, 2023, and approximately 25%24% and 12%11%, respectively for the three months ended JuneSeptember 30, 2022. Revenue generated from the UK and Japan represented approximately 25% and 12%11% of total revenue, respectively, for the sixnine months ended JuneSeptember 30, 2023, and approximately 26%25% and 13%, respectively for the sixnine months ended JuneSeptember 30, 2022. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

TheBeginning in the third quarter of 2023, the Company utilizesupdated its measure of segment performance to Adjusted EBITDAEBITDAR (defined below) as a measure of its performance.from Adjusted EBITDA. The prior year results presented below were reclassified to conform to the new segment presentation. Management believes segment Adjusted EBITDAEBITDAR is representative of its ongoing business operations including its ability to service debt and to fund capital expenditures, acquisitions and operations, in addition to it being a commonly used measure of performance in the gaming industry and used by industry analysts to evaluate operations and operating performance.

The following table sets forth revenue and Adjusted EBITDAEBITDAR for the Company’s three reportable segments and reconciles Adjusted EBITDAEBITDAR on a consolidated basis to net income (loss). The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements.
3742

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

Three Months Ended
June 30,
Six Months Ended
June 30,
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)(in thousands)2023202220232022(in thousands)2023202220232022
RevenueRevenueRevenue
Casinos & ResortsCasinos & Resorts$333,162 $299,875 $661,948 $579,845 Casinos & Resorts$359,026 $328,540 $1,020,974 $908,385 
International InteractiveInternational Interactive243,884 227,579 737,230 715,224 
North America InteractiveNorth America Interactive25,270 18,050 49,632 33,277 North America Interactive29,567 22,130 79,199 55,407 
International Interactive247,774 234,571 493,346 487,645 
TotalTotal$606,206 $552,496 $1,204,926 $1,100,767 Total$632,477 $578,249 $1,837,403 $1,679,016 
Adjusted EBITDA(1)
Adjusted EBITDAR(1)
Adjusted EBITDAR(1)
Casinos & ResortsCasinos & Resorts$79,685 $88,001 $153,570 $161,791 Casinos & Resorts$118,184 $118,740 $334,312 $303,413 
International InteractiveInternational Interactive85,477 76,313 250,352 232,252 
North America InteractiveNorth America Interactive(17,685)(20,874)(28,248)(40,199)North America Interactive(17,561)(19,672)(45,809)(59,871)
International Interactive84,574 82,612 164,875 155,939 
OtherOther(16,536)(12,710)(33,804)(25,802)Other(12,883)(12,578)(46,687)(38,380)
TotalTotal130,038 137,029 256,393 251,729 Total173,217 162,803 492,168 437,414 
Operating income (expense)Operating income (expense)Operating income (expense)
Rent expense associated with triple net operating leases(2)
Rent expense associated with triple net operating leases(2)
(31,594)(11,835)(94,152)(34,717)
Depreciation and amortizationDepreciation and amortization(79,187)(74,773)(153,748)(153,654)Depreciation and amortization(77,487)(73,853)(231,235)(227,507)
Transaction costsTransaction costs(16,434)(15,520)(38,452)(21,543)Transaction costs(20,953)(18,052)(59,405)(39,595)
RestructuringRestructuring(3,440)— (20,262)— Restructuring(411)— (20,673)— 
Share-based compensationShare-based compensation(6,290)(6,322)(12,330)(11,417)Share-based compensation(6,257)(6,715)(18,587)(18,132)
Gain on sale-leasebackGain on sale-leaseback135 50,766 374,321 50,766 Gain on sale-leaseback— — 374,321 50,766 
Impairment chargesImpairment charges(9,653)— (9,653)— Impairment charges— — (9,653)— 
OtherOther(9,187)(5,861)(13,555)(8,042)Other721 1,314 (12,834)(6,728)
Income from operationsIncome from operations5,982 85,319 382,714 107,839 Income from operations37,236 53,662 419,950 161,501 
Other income (expense)Other income (expense)Other income (expense)
Interest expense, net of interest incomeInterest expense, net of interest income(67,093)(45,828)(130,357)(91,513)Interest expense, net of interest income(70,630)(53,572)(200,987)(145,085)
OtherOther6,811 25,444 9,421 44,923 Other15,528 1,640 24,949 46,563 
Total other income (expense), netTotal other income (expense), net(60,282)(20,384)(120,936)(46,590)Total other income (expense), net(55,102)(51,932)(176,038)(98,522)
(Loss) income before income taxes(Loss) income before income taxes(54,300)64,935 261,778 61,249 (Loss) income before income taxes(17,866)1,730 243,912 62,979 
Benefit (provision) for income taxes28,649 (5,434)(109,093)141 
Provision benefit for income taxesProvision benefit for income taxes(43,936)(1,137)(153,029)(996)
Net (loss) incomeNet (loss) income$(25,651)$59,501 $152,685 $61,390 Net (loss) income$(61,802)$593 $90,883 $61,983 

(1)    Adjusted EBITDAEBITDAR 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.segments, plus rent expense associated with triple net operating leases. Adjusted EBITDAEBITDAR 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 16 “Leases” for further information.

Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Capital Expenditures
Casinos & Resorts$34,477 $55,808 $59,702 $104,381 
North America Interactive1,032 291 1,558 466 
International Interactive876 5,426 1,657 11,108 
Other39,483 40 56,629 126 
Total$75,868 $61,565 $119,546 $116,081 
3843

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

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2023202220232022
Capital Expenditures
Casinos & Resorts$40,206 $46,008 $99,908 $150,389 
International Interactive457 887 2,114 10,554 
North America Interactive79 4,097 1,637 6,004 
Other105,943 290 162,572 416 
Total$146,685 $51,282 $266,231 $167,363 
Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources and accordingly, are not presented. As of June 30, 2023, the Company’s long-lived assets located outside of the US, consisting primarily of goodwill and intangible assets, were aggregated into the International Interactive reporting segment as disclosed in Note 10 “Goodwill and Intangible Assets.” Over 97% of property and equipment is located within the US.


20.21.    EARNINGS (LOSS) PER SHARE

Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which future service is required as a condition to the delivery of the underlying common stock.
Three Months Ended
June 30,
Six Months Ended
June 30,
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except per share data)(in thousands, except per share data)2023202220232022(in thousands, except per share data)2023202220232022
Net (loss) income applicable to common stockholdersNet (loss) income applicable to common stockholders$(25,651)$59,501 $152,685 $61,390 Net (loss) income applicable to common stockholders$(61,802)$593 $90,883 $61,983 
Weighted average common shares outstanding, basicWeighted average common shares outstanding, basic53,942 60,506 54,173 60,263 Weighted average common shares outstanding, basic53,580 57,020 53,961 59,170 
Weighted average effect of dilutive securitiesWeighted average effect of dilutive securities— 35 409 69 Weighted average effect of dilutive securities— 42 315 68 
Weighted average common shares outstanding, dilutedWeighted average common shares outstanding, diluted53,942 60,541 54,582 60,332 Weighted average common shares outstanding, diluted53,580 57,062 54,276 59,238 
Basic earnings per shareBasic earnings per share$(0.48)$0.98 $2.82 $1.02 Basic earnings per share$(1.15)$0.01 $1.68 $1.05 
Diluted earnings per shareDiluted earnings per share$(0.48)$0.98 $2.80 $1.02 Diluted earnings per share$(1.15)$0.01 $1.67 $1.05 
There were 5,193,8975,152,994 and 5,429,3615,299,749 share-based awards that were considered anti-dilutive for the three months ended JuneSeptember 30, 2023 and 2022, respectively, and 5,091,9865,235,978 and 5,247,1315,105,113 share-based awards that were considered anti-dilutive for the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively.

On November 18, 2020, the Company issued Penny Warrants, Performance Warrants and Options which participate in dividends with the Company’s common stock subject to certain contingencies. In the period in which the contingencies are met, those instruments are participating securities to which income will be allocated using the two-class method. The Performance Warrants and Options do not participate in net losses. The Penny Warrants were considered exercisable for little to no consideration and are therefore included in basic shares outstanding at their issuance date. For the three and sixnine months ended JuneSeptember 30, 2023 and 2022, the shares underlying the Performance Warrants were anti-dilutive as certain contingencies were not met. Refer to Note 2 “Significant Accounting Policies” for further information regarding the Sinclair Agreement.


3944

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

22.    SUBSEQUENT EVENTS

On October 20, 2023, the Company announced a restructuring plan for its North America Interactive segment. The Company estimates that it will incur restructuring charges between $15 million and $20 million, representing the impairment of certain technology, which will no longer be utilized, in addition to employee related severance costs. The estimate of the charges the Company expects to incur are subject to assumptions, and actual charges may differ from such estimates. The Company may incur other charges or cash expenditures in connection with this plan which are not currently estimable or contemplated.





45


ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the securities laws. Forward-looking statements are statements as to matters that are not historical facts, and include statements about our plans, objectives, expectations and intentions.

Forward-looking statements are not guarantees and are subject to risks and uncertainties. Forward-looking statements are based on our current expectations and assumptions. Although we believe that our expectations and assumptions are reasonable at this time, they should not be regarded as representations that our expectations will be achieved. Actual results may vary materially. Forward-looking statements speak only as of the time of this report and we do not undertake to update or revise them as more information becomes available, except as required by law.

Important factors beyond those that apply to most businesses, some of which are beyond our control, that could cause actual results to differ materially from our expectations and assumptions include, without limitation:
unexpected costs, difficulties integrating and other events impacting our completed acquisitions and our ability to realize anticipated benefits;
risks associated with our rapid growth, including those affecting customer and employee retention, integration and controls;
risks associated with the impact of the digitalization of gaming on our casino operations, our expansion into sports betting and iGaming and the highly competitive and rapidly changing aspects of our businesses generally;
the very substantial regulatory restrictions applicable to us, including costs of compliance;
restrictions and limitations in agreements to which we are subject, including our debt; and
other risks identified in Part I. Item 1A. “Risk Factors” of Bally’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on March 1, 2023 and other filings with the SEC.

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

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


4046


Overview

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

As of JuneSeptember 30, 2023, we own and manage 1516 land-based casinos and one horse racetrack in ten10 states across the United States (“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 14,70015,400 slot machines, 500600 table games and 5,300 hotel rooms, along with various restaurants, entertainment venues and other amenities. In 2021, we acquired London-based Gamesys Group Ltd. (“Gamesys”) to expand our geographical and product footprints to include an iGaming business with well-known brands providing iCasino and online bingo experiences to our global online customer base with concentrations in Europe and Asia and a growing presence in North America. Our revenues are primarily generated by these gaming and entertainment offerings. We own and operate our proprietary software and technology stack, which is designed to allow us to provide consumers differentiated offerings and exclusive content.

Our Strategy and Business Developments

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

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

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

Operating Structure

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

4147


Casinos & Resorts - includes our 1516 land-based casino properties, one horse racetrack and one horse racetrack: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)
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 16 “Leases” for further information.
(3)    Temporary casino facility while permanent casino resort is constructed.

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

North America Interactive - includes the following North America businesses:
Bally’s Interactive, primarily a business-to-consumer (“B2C”)B2C online iCasino operator; and
Consumer facing service and marketing engines, including SportCaller, a B2B and F2P game provider for sports betting companies; Live at the Bike, an online subscription streaming service featuring livestream and on-demand poker videos and podcasts; and an investment in the Association of Volleyball Professionals (“AVP”), a professional beach volleyball organization and host of the longest-running domestic beach volleyball tour.

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

International Interactive - includes Gamesys.

Refer to Note 1920Segment Reporting” to our condensed consolidated financial statements for additional information on our segment reporting structure.

Rhode Island Regulatory Agreement

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

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

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

Macroeconomic and Other Factors

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

Key Performance Indicators

The key performance indicator used in managing our business is consolidated Adjusted EBITDA aand segment Adjusted EBITDAR which are non-GAAP measure.measures. Adjusted EBITDA is defined as earnings, or loss, for the Company, or where noted its reporting segments, before, in each case, interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating income,(income) expense, acquisition and other transaction related costs, share-based compensation and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments. Segment Adjusted EBITDAR is Adjusted EBITDA (as defined above) for the Company’s reportable segments, plus rent expense associated with triple net operating leases with GLPI for the 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 it isthey are used as a determining factorfactors for performance based compensation for members of our management team. We have historically useduse 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 it isthey are used by some investors and creditors as an indicatorindicators 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 it is athey are commonly used measuremeasures of performance in the gaming industry and that it isthey are considered by many to be a key indicatorindicators of our operating results.
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Consolidated Adjusted EBITDAR is used outside of our financial statements solely as a valuation metric. Consolidated Adjusted EBITDAR is defined as consolidated Adjusted EBITDA for our Casinos & Resorts segment plus rent expense associated with triple net operating leases. Consolidated Adjusted EBITDAR is an additional metric used by analysts in valuing gaming companies subject to triple net leases since it eliminates the effects of variability in leasing methods and capital structures. This metric is included as supplemental disclosure because (i) we believe Consolidated Adjusted EBITDAR is used by gaming operator analysts and investors to determine the equity value of gaming operators and (ii) financial analysts refer to Consolidated Adjusted EBITDAR when valuing our business. We believe Consolidated Adjusted EBITDAR is useful for equity valuation purposes because (i) its calculation isolates the effects of financing real estate, and (ii) using a multiple of Consolidated Adjusted EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising from operating leases related to real estate.

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Consolidated Adjusted EBITDA and segment Adjusted EBITDAR should not be construed as an alternativealternatives to net income, the most directly comparable GAAP measure, as an indicatorindicators 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 Bally’s Lake Tahoe property.

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

SecondThird Quarter 2023 and First SixNine Months 2023 Results

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

Three Months Ended June 30,Six Months Ended June 30, Three Months Ended September 30,Nine Months Ended September 30,
(in millions)(in millions)2023202220232022(in millions)2023202220232022
Total revenueTotal revenue$606.2 $552.5 $1,204.9 $1,100.8 Total revenue$632.5 $578.2 $1,837.4 $1,679.0 
Income from operationsIncome from operations6.0 85.3 382.7 107.8 Income from operations37.2 53.7 420.0 161.5 
Net (loss) incomeNet (loss) income(25.7)59.5 152.7 61.4 Net (loss) income(61.8)0.6 90.9 62.0 

The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue:
Three Months Ended June 30,Six Months Ended June 30, Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022 2023202220232022
Total revenueTotal revenue100.0 %100.0 %100.0 %100.0 %Total revenue100.0 %100.0 %100.0 %100.0 %
Gaming and non-gaming expensesGaming and non-gaming expenses44.7 %45.3 %44.9 %46.4 %Gaming and non-gaming expenses45.4 %43.4 %45.1 %45.3 %
General and administrativeGeneral and administrative41.2 %34.9 %41.6 %34.5 %General and administrative36.5 %34.6 %39.8 %34.5 %
Gain from sale-leaseback, netGain from sale-leaseback, net— %(9.2)%(31.1)%(4.6)%Gain from sale-leaseback, net— %— %(20.4)%(3.0)%
Depreciation and amortizationDepreciation and amortization13.1 %13.5 %12.8 %14.0 %Depreciation and amortization12.3 %12.8 %12.6 %13.6 %
Total operating costs and expensesTotal operating costs and expenses99.0 %84.6 %68.2 %90.2 %Total operating costs and expenses94.1 %90.7 %77.1 %90.4 %
Income from operationsIncome from operations1.0 %15.4 %31.8 %9.8 %Income from operations5.9 %9.3 %22.9 %9.6 %
Other income (expense)Other income (expense)   Other income (expense)   
Interest expense, netInterest expense, net(11.1)%(8.3)%(10.8)%(8.3)%Interest expense, net(11.2)%(9.3)%(10.9)%(8.6)%
Other non-operating income, netOther non-operating income, net1.1 %4.6 %0.8 %4.1 %Other non-operating income, net2.5 %0.3 %1.4 %2.8 %
Total other income (expense), netTotal other income (expense), net(9.9)%(3.7)%(10.0)%(4.2)%Total other income (expense), net(8.7)%(9.0)%(9.6)%(5.9)%
Income (loss) before income taxes(9.0)%11.8 %21.7 %5.6 %
Provision (benefit) for income taxes(4.7)%1.0 %9.1 %0.0 %
(Loss) income before income taxes(Loss) income before income taxes(2.8)%0.3 %13.3 %3.8 %
Provision for income taxesProvision for income taxes6.9 %0.2 %8.3 %0.1 %
Net (loss) incomeNet (loss) income(4.2)%10.8 %12.7 %5.6 %Net (loss) income(9.8)%0.1 %4.9 %3.7 %

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

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Segment Performance

The following table sets forth certain financial information associated with results of operations for the three and sixnine months ended JuneSeptember 30, 2023 and 2022.
Three Months Ended
June 30,
Six Months Ended
June 30,
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands, except percentages)(in thousands, except percentages)20232022$ Change20232022$ Change(in thousands, except percentages)20232022$ Change20232022$ Change
Revenue:Revenue:Revenue:
GamingGamingGaming
Casinos & ResortsCasinos & Resorts$231,018 $225,716 $5,302 $464,125 $443,521 $20,604 Casinos & Resorts$245,687 $237,951 $7,736 $709,812 $681,472 $28,340 
International InteractiveInternational Interactive240,577 217,215 23,362 720,925 677,971 42,954 
North America InteractiveNorth America Interactive19,111 7,868 11,243 35,718 14,513 21,205 North America Interactive22,631 10,567 12,064 58,349 25,080 33,269 
International Interactive243,167 221,504 21,663 480,348 460,756 19,592 
Total Gaming revenueTotal Gaming revenue493,296 455,088 38,208 980,191 918,790 61,401 Total Gaming revenue508,895 465,733 43,162 1,489,086 1,384,523 104,563 
Non-gamingNon-gaming    Non-gaming    
Casinos & ResortsCasinos & Resorts102,144 74,159 27,985 197,823 136,324 61,499 Casinos & Resorts113,339 90,589 22,750 311,162 226,913 84,249 
International InteractiveInternational Interactive3,307 10,364 (7,057)16,305 37,253 (20,948)
North America InteractiveNorth America Interactive6,159 10,182 (4,023)13,914 18,764 (4,850)North America Interactive6,936 11,563 (4,627)20,850 30,327 (9,477)
International Interactive4,607 13,067 (8,460)12,998 26,889 (13,891)
Total Non-gaming revenueTotal Non-gaming revenue112,910 97,408 15,502 224,735 181,977 42,758 Total Non-gaming revenue123,582 112,516 11,066 348,317 294,493 53,824 
Total revenueTotal revenue$606,206 $552,496 $53,710 $1,204,926 $1,100,767 $104,159 Total revenue$632,477 $578,249 $54,228 $1,837,403 $1,679,016 $158,387 
Operating costs and expenses:Operating costs and expenses:    Operating costs and expenses:    
GamingGaming    Gaming    
Casinos & ResortsCasinos & Resorts$79,927 $78,714 $1,213 $162,350 $155,095 $7,255 Casinos & Resorts$84,715 $78,229 $6,486 $247,065 $233,324 $13,741 
International InteractiveInternational Interactive115,751 106,505 9,246 352,229 352,872 (643)
North America InteractiveNorth America Interactive20,463 14,472 5,991 37,772 21,801 15,971 North America Interactive28,665 12,462 16,203 66,437 34,263 32,174 
International Interactive118,549 110,865 7,684 236,478 246,367 (9,889)
Total Gaming expensesTotal Gaming expenses218,939 204,051 14,888 436,600 423,263 13,337 Total Gaming expenses229,131 197,196 31,935 665,731 620,459 45,272 
Non-gamingNon-gaming    Non-gaming    
Casinos & ResortsCasinos & Resorts47,266 34,615 12,651 92,545 64,663 27,882 Casinos & Resorts52,011 37,691 14,320 144,556 102,354 42,202 
International InteractiveInternational Interactive2,483 8,024 (5,541)9,393 26,036 (16,643)
North America InteractiveNorth America Interactive2,960 3,028 (68)5,165 4,346 819 North America Interactive3,547 7,779 (4,232)8,712 12,125 (3,413)
International Interactive2,050 8,741 (6,691)6,910 18,012 (11,102)
Total Non-gaming expensesTotal Non-gaming expenses52,276 46,384 5,892 104,620 87,021 17,599 Total Non-gaming expenses58,041 53,494 4,547 162,661 140,515 22,146 
General and administrativeGeneral and administrative    General and administrative    
Casinos & ResortsCasinos & Resorts129,883 104,143 25,740 258,000 203,730 54,270 Casinos & Resorts133,620 108,078 25,542 391,620 311,808 79,812 
International InteractiveInternational Interactive40,584 39,450 1,134 146,981 108,002 38,979 
North America InteractiveNorth America Interactive35,467 24,798 10,669 60,397 51,842 8,555 North America Interactive16,470 22,063 (5,593)76,867 73,905 2,962 
International Interactive48,470 33,237 15,233 106,397 68,552 37,845 
OtherOther36,137 30,557 5,580 76,771 55,632 21,139 Other39,908 30,453 9,455 116,679 86,085 30,594 
Total General and administrativeTotal General and administrative$249,957 $192,735 $57,222 $501,565 $379,756 $121,809 Total General and administrative$230,582 $200,044 $30,538 $732,147 $579,800 $152,347 
Margins:Margins:Margins:
Gaming expenses as a percentage of Gaming revenueGaming expenses as a percentage of Gaming revenue44 %45 %45 %46 %Gaming expenses as a percentage of Gaming revenue45 %42 %45 %45 %
Non-gaming expenses as a percentage of Non-gaming revenueNon-gaming expenses as a percentage of Non-gaming revenue46 %48 %47 %48 %Non-gaming expenses as a percentage of Non-gaming revenue47 %48 %47 %48 %
General and administrative as a percentage of Total revenueGeneral and administrative as a percentage of Total revenue41 %35 %42 %34 %General and administrative as a percentage of Total revenue36 %35 %40 %35 %

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Three and SixNine Months Ended JuneSeptember 30, 2023 Compared to Three and SixNine Months Ended JuneSeptember 30, 2022

Total Revenue

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

Three Months Ended June 30,Six Months Ended June 30,Three Months Ended September 30,Nine Months Ended September 30,
20232022$ Change% Change20232022$ Change% Change 20232022$ Change% Change20232022$ Change% Change
GamingGaming$493,296 $455,088 $38,208 8.4 %$980,191 $918,790 $61,401 6.7 %Gaming$508,895 $465,733 $43,162 9.3 %$1,489,086 $1,384,523 $104,563 7.6 %
HotelHotel51,391 33,929 17,462 51.5 %98,723 60,864 37,859 62.2 %Hotel56,728 45,675 11,053 24.2 %155,451 106,539 48,912 45.9 %
Food and beverageFood and beverage35,224 27,435 7,789 28.4 %68,832 51,423 17,409 33.9 %Food and beverage39,438 31,724 7,714 24.3 %108,270 83,147 25,123 30.2 %
Retail, entertainment and otherRetail, entertainment and other26,295 36,044 (9,749)(27.0)%57,180 69,690 (12,510)(18.0)%Retail, entertainment and other27,416 35,117 (7,701)(21.9)%84,596 104,807 (20,211)(19.3)%
Total revenueTotal revenue$606,206 $552,496 $53,710 9.7 %$1,204,926 $1,100,767 $104,159 9.5 %Total revenue$632,477 $578,249 $54,228 9.4 %$1,837,403 $1,679,016 $158,387 9.4 %

Revenue for the three months ended JuneSeptember 30, 2023 increased $53.7$54.2 million, to $606.2$632.5 million, from $552.5$578.2 million in the same period last year. Revenue for the sixnine months ended JuneSeptember 30, 2023 increased $104.2$158.4 million, to $1.20$1.84 billion, from $1.10$1.68 billion in the same period last year. We saw gaming, hotel, and food and beverage increase, through organic growth throughout the year at several of our casino properties. Additionally, we saw incremental revenue from our recent acquisitions of Tropicana Las Vegas and Casino Secret (collectively “Recent Acquisitions”) of $35.3 million and $70.5 million for the three and six months ended June 30, 2023, respectively., as well as our Bally’s Chicago property which commenced operations on September 9, 2023.

Gaming and Non-gaming Expenses

Gaming expenses for the three months ended JuneSeptember 30, 2023 increased $14.9$31.9 million to $218.9$229.1 million from $204.1$197.2 million in the prior year comparable period and increased $13.3$45.3 million to $436.6$665.7 million for the sixnine months ended JuneSeptember 30, 2023 from the prior year comparable period. These increases were primarily attributable to the inclusion of expenses from our recently opened Bally’s Chicago property and the incremental gaming expenses from our Recent Acquisitions which contributed, in the aggregate, $8.7 million and $17.5 million, during the three and six months ended June 30, 2023, respectively.Acquisitions.

Non-gaming expenses for the three months ended JuneSeptember 30, 2023 increased $5.9$4.5 million from $46.4$53.5 million in the same period last year and for the sixnine months ended JuneSeptember 30, 2023 increased $17.6$22.1 million from $87.0$140.5 million compared to the same period last year. These increases were primarily attributable to the addition of our Tropicana Las Vegas casino property, which contributed incremental non-gaming expenses of $11.0 million and $21.7$32.7 million during the three and sixnine months ended JuneSeptember 30, 2023, respectively.partially offset by the decreased non-gaming expense across the interactive reporting segments.

General and Administrative

General and administrative expenses for the three months ended JuneSeptember 30, 2023 increased $57.2$30.5 million to $250.0$230.6 million from $192.7$200.0 million in the same period last year. General and administrative expenses for the sixnine months ended JuneSeptember 30, 2023 increased $121.8$152.3 million from $379.8$579.8 million in the same period last year. These increases were primarily attributable to higher operating lease expenses, restructuring charges related to the Interactive business workforce reduction in the current year, increased acquisition and transaction related costs, impairment charges related to the assets held for sale, and general and administrative expenses attributable to our Recent Acquisitions.

Depreciation and Amortization

Depreciation and amortization for the three months ended JuneSeptember 30, 2023 was $79.2$77.5 million, an increase of $4.4$3.6 million, and $153.7$231.2 million for the sixnine months ended JuneSeptember 30, 2023, an increase of $0.1$3.7 million, each compared to the same period last year. These increases were mainly attributable to the inclusion of expenses from our Recent Acquisitions.Acquisitions, as well as the inclusion of expenses related to our various capital development projects placed into service during 2023.
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Income From Operations

Income from operations was $6.0$37.2 million for the three months ended JuneSeptember 30, 2023, compared to $85.3$53.7 million in the comparable period in 2022. Income from operations was $382.7$420.0 million for the sixnine months ended JuneSeptember 30, 2023, compared to $107.8$161.5 million in the corresponding period in 2022. These changes year-over-year were driven by a gain on sale-leaseback recorded during the current year related to our Hard Rock Biloxi and Bally’s Tiverton properties, organic revenue growth, benefits from our recently opened Bally’s Chicago property and Recent Acquisitions, and offset by increased general and administrative expenses and impairment charges on assets held for sale.

Other Income (Expense)

Total other expense increased $39.9$3.2 million to $60.3$55.1 million for the three months ended JuneSeptember 30, 2023 and $74.3$77.5 million to $120.9$176.0 million for the sixnine months ended JuneSeptember 30, 2023, each compared to the same periods last year. These increases in other expenses were primarily attributable to increased interest expense on our borrowings year-over-year and a decrease in gains on our naming rights liability for performance warrants associated with our contracts with Sinclair.year-over-year.

Provision (Benefit) for Income Taxes

BenefitProvision for income taxes for the three months ended JuneSeptember 30, 2023 was $28.6$43.9 million compared to a provision of $5.4$1.1 million for the three months ended JuneSeptember 30, 2022. The effective tax rate for the quarter was 52.8%(245.9)% compared to 8.4%65.7% for the three months ended JuneSeptember 30, 2022. The provision for income taxes for the sixnine months ended JuneSeptember 30, 2023 was $109.1$153.0 million compared to a benefit for income taxes of $0.1$1.0 million for the sixnine months ended JuneSeptember 30, 2022. The effective tax rate for the sixnine months ended JuneSeptember 30, 2023 was 41.7%62.7% compared to (0.2)%1.6% for the sixnine months ended JuneSeptember 30, 2022. The 2023 year to date effective tax rate was higher than the US federal statutory tax rate of 21%, largely due to an increase in the valuation allowance and a tax liability for a discrete item related to the deferred gain on sale leaseback transactions in Mississippi and Rhode Island.

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

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

Net loss for the three months ended JuneSeptember 30, 2023 was $25.7$61.8 million, or ($0.48)1.15) per diluted share, compared to net income of $59.5$0.6 million, or $0.98$0.01 per diluted share, in the same period last year.

Net income for the sixnine months ended JuneSeptember 30, 2023 was $152.7$90.9 million, an increase of $91.3$28.9 million, or 148.7%46.6%, from $61.4$62.0 million, or $1.02$1.05 per diluted share, in the same period last year.

Adjusted EBITDA and Adjusted EBITDAR by Segment

Consolidated Adjusted EBITDA was $130.0$141.6 million for the three months ended JuneSeptember 30, 2023, a decrease of $7.0$9.3 million, or 5.1%6.2%, from $137.0$151.0 million in the same period last year. Consolidated Adjusted EBITDA was $256.4$398.0 million for the sixnine months ended JuneSeptember 30, 2023, an increasea decrease of $4.7 million, or 1.9%1.2%, from $251.7$402.7 million in the same period last year.

Adjusted EBITDAEBITDAR for the Casinos & Resorts segment for the three months ended JuneSeptember 30, 2023 decreased $8.3$0.6 million to $79.7$118.2 million and decreased $8.2increased $30.9 million to $153.6$334.3 million for the sixnine months ended JuneSeptember 30, 2023, each compared to the same prior year period. Casinos & Resorts Adjusted EBITDAR was $111.0 million and $216.1 million for the three and six months ended June 30, 2023, respectively, which further adjusts Adjusted EBITDA for rent expense associated with our operating leases, as defined below. The decrease in adjusted EBITDA is a result of higher rent expenses dueThese fluctuations from prior year are mainly attributable to the sale leasebackinclusion of our Bally’s Chicago and Tropicana Las Vegas properties in the Company’s Biloxi and Tiverton properties, partiallycurrent year, offset by organic growth.softening in the market from decreased consumer spend.

Adjusted EBITDAEBITDAR for the International Interactive segment for the three months ended JuneSeptember 30, 2023 increased $2.0$9.2 million or 2.4%, to $84.6$85.5 million and increased $8.9$18.1 million, or 5.7%, to $164.9$250.4 million for the sixnine months ended JuneSeptember 30, 2023, each compared to the same prior year period. These increases were mainly due to stronger performance in the United Kingdom during the current year.

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Adjusted EBITDA lossEBITDAR losses for the North America Interactive segment for the three and sixnine months ended JuneSeptember 30, 2023 was $(17.7)were $(17.6) million and $(28.2)$(45.8) million, respectively, compared to adjusted EBITDAEBITDAR losses of $(20.9)$(19.7) million and $(40.2)$(59.9) million for the three and sixnine months ended JuneSeptember 30, 2022, respectively. These reductions in adjusted EBITDA losses are largely driven by stronger performance in New Jersey, coupled with cost-savings in connection with the execution of the restructuring plan of our interactive business.

The following tables reconciletable 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, and Casinos & Resorts Adjusted EBITDAR,which is a non-GAAP measures,measure, to net income (loss), as derived from our financial statements (in thousands):
Three Months Ended June 30, 2023 (in thousands)
Casinos & ResortsInternational InteractiveNorth America InteractiveOtherTotal
Net income (loss)$26,733 $35,497 $(35,455)$(52,426)$(25,651)
Interest expense, net of interest income(343)67,429 67,093 
Provision (benefit) for income taxes10,779 483 (11,085)(28,826)(28,649)
Depreciation and amortization17,448 44,391 9,517 7,831 79,187 
Non-operating (income) expense (1)
1,001 (1,008)1,554 (6,942)(5,395)
Foreign exchange (gain) loss(1)(315)1,580 375 1,639 
Transaction costs(2)
— 3,405 150 12,879 16,434 
Restructuring charges(3)
— 1,595 1,789 56 3,440 
Decommissioning costs(4)
— 927 1,416 — 2,343 
Share-based compensation— — — 6,290 6,290 
Gain on sale-leaseback, net(135)— — — (135)
Planned business divestiture(5)
— — 190 — 190 
Impairment charges— — 9,653 — 9,653 
Other, net(6)
544 (58)2,737 376 3,599 
Allocation of corporate costs23,310 — 268 (23,578)— 
     Adjusted EBITDA$79,685 $84,574 $(17,685)$(16,536)$130,038 
Rent expense associated with triple net operating leases(7)
31,320 
     Adjusted EBITDAR$111,005 

Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands)2023202220232022
Adjusted EBITDAR(1)
Casinos & Resorts$118,184 $118,740 $334,312 $303,413 
International Interactive85,477 76,313 250,352 232,252 
North America Interactive(17,561)(19,672)(45,809)(59,871)
Other(12,883)(12,578)(46,687)(38,380)
Total173,217 162,803 492,168 437,414 
Rent expense associated with triple net operating leases(1)
(31,594)(11,835)(94,152)(34,717)
Interest expense, net of interest income(70,630)(53,572)(200,987)(145,085)
Provision (benefit) for income taxes(43,936)(1,137)(153,029)(996)
Depreciation and amortization(77,487)(73,853)(231,235)(227,507)
Non-operating (income) expense(2)
4,276 1,387 13,528 44,315 
Foreign exchange (gain)/loss8,459 253 2,512 2,248 
Transaction costs(3)
(20,953)(18,052)(59,405)(39,595)
Restructuring charges(4)
(411)— (20,673)— 
Decommissioning costs(5)
— — (2,343)— 
Share-based compensation(6,257)(6,715)(18,587)(18,132)
Gain on sale-leaseback— — 374,321 50,766 
Planned business divestiture(6)
(35)— (2,089)— 
Impairment charges— — (9,653)— 
Other(7)
3,549 1,314 507 (6,728)
Net income (loss)$(61,802)$593 $90,883 $61,983 

(1)    Non-operating (income) expense includes: (i) change in value of naming rights liabilities, (ii) non-operating items of equity method investments including our share of net income or loss on an investment and depreciation expense related to our Rhode Island joint venture, and (iii) other (income) expense, net.
(2)    Includes financing costs incurred in connection with the Hard Rock Biloxi and Tiverton sale lease-back transactions, and acquisition, integration and other transaction related costs.
(3)    Restructuring costs related to the Interactive business workforce reduction, as described in Note 13.
(4)    Costs related to the decommissioning of the Company's sports betting platform in favor of outsourcing the platform solution to third parties.
(5)    Losses related to a North America Interactive business that Bally’s is marketing as held-for-sale as of June 30, 2023.
(6)    Other includes the following items: (i) non-routine legal expenses and settlement charges for matters outside the normal course of business, (ii) demolition costs related to a failed parking garage structure at our Bally’s Atlantic City property, and (iii) other individually de minimis expenses.
(7)    Consists of the operating lease components contained within our triple net master lease dated June 4, 2021 with GLPI for the real estate assets used in the operation of Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Hard Rock Biloxi and Bally’s Tiverton, the individual triple net lease with GLPI for the land underlying the operations of Tropicana Las Vegas, and the triple net lease assumed in connection with the acquisition of Bally’s Lake Tahoe for real estate and land underlying the operations of the Bally’s Lake Tahoe facility.


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Three Months Ended June 30, 2022 (in thousands)
Casinos & ResortsInternational InteractiveNorth America InteractiveOtherTotal
Net income (loss)$70,775 $42,504 $(24,766)$(29,012)$59,501 
Interest expense, net of interest income(10)(130)(1)45,969 45,828 
Provision (benefit) for income taxes27,229 (5,399)(5,758)(10,638)5,434 
Depreciation and amortization14,757 44,311 7,273 8,432 74,773 
Non-operating (income) expense(1)
— 698 (24,336)(23,631)
Foreign exchange loss— (263)(1,548)(2)(1,813)
Transaction costs(2)
3,018 884 487 11,131 15,520 
Share-based compensation— — — 6,322 6,322 
Gain on sale-leaseback(50,766)— — — (50,766)
Other, net(3)
2,580 — 2,887 394 5,861 
Allocation of corporate costs20,418 545 (20,970)— 
     Adjusted EBITDA$88,001 $82,612 $(20,874)$(12,710)$137,029 

(1)(2)    Non-operating (income) expense includes: (i) change in value of naming rights liabilities, (ii) adjustment on bargain purchases and, (iii) other (income) expense, net.
(2)    Includes acquisition costs, integration costs related to our Interactive business and financing related expenses, including costs incurred to address the Standard General takeover bid, the tender offer process and rent expense related to Bally's Black Hawk and Quad Cities properties as the Company entered into sale lease-back transactions associated with these properties to finance the Tropicana Las Vegas property acquisition.
(3)    Other includes the following non-recurring items: (i) non-routine legal expenses, net of recoveries for matters outside the normal course of business, (ii) other individually de minimis expenses.

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Six Months Ended June 30, 2023 (in thousands)
Casinos & ResortsInternational InteractiveNorth America InteractiveOtherTotal
Net income (loss)$359,618 $51,077 $(52,989)$(205,021)$152,685 
Interest expense, net of interest income13 (529)— 130,873 130,357 
Provision (benefit) for income taxes85,753 825 (18,727)41,242 109,093 
Depreciation and amortization34,638 90,453 12,992 15,665 153,748 
Non-operating (income) expense(1)
1,962 (805)769 (11,178)(9,252)
Foreign exchange (gain) loss(3)2,540 3,646 (236)5,947 
Transaction costs(2)
— 8,914 1,383 28,155 38,452 
Restructuring charges(3)
— 10,927 7,647 1,688 20,262 
Decommissioning costs(4)
— 927 1,416 — 2,343 
Share-based compensation— — — 12,330 12,330 
Gain on sale-leaseback, net(374,321)— — — (374,321)
Planned business divestiture(5)
— — 2,054 — 2,054 
Impairment charges— — 9,653 — 9,653 
Other, net(6)
(1,599)546 3,301 794 3,042 
Allocation of corporate costs47,509 — 607 (48,116)— 
     Adjusted EBITDA$153,570 $164,875 $(28,248)$(33,804)$256,393 
Rent expense associated with triple net operating leases(7)
62,558 
Adjusted EBITDAR$216,128 

(1)    Non-operating (income) expense includes: (i) change in value of namingcommercial rights liabilities, (ii) gain on extinguishment of debt, (iii) non-operating items of equity method investments including our share of net income or loss on an investment and depreciation expense related to our Rhode Island joint venture, and (iv) other (income) expense, net.
(2)(3)    Includes acquisition, integration and other transaction related costs, financing costs incurred in connection with the Hard Rock Biloxi and Tiverton sale lease-back transactions, the prior year tender offer process, and acquisition, integration and other transaction related costs.costs incurred to address the Standard General takeover bid.
(3)(4)    Restructuring costs related to the Interactive business workforce reduction, as described in Note 13.reduction.
(4)(5)    Costs related to the decommissioning of the Company'sCompany’s sports betting platform in favor of outsourcing the platform solution to third parties.
(5)(6)    Losses related to a North America Interactive business that Bally’s is marketing as held-for-sale as of JuneSeptember 30, 2023.
(6)(7)    Other includes the following items: (i) non-routine legal expenses and settlement charges for matters outside the normal course of business, (ii) demolition costs related to a failed parking garage structure at our Bally’s Atlantic City property and (iii) other individually de minimis expenses.
(7)    Consists of the operating lease components contained within our triple net master lease dated June 4, 2021 with GLPI for the real estate assets used in the operation of Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Hard Rock Biloxi and Bally’s Tiverton, the individual triple net lease with GLPI for the land underlying the operations of Tropicana Las Vegas, and the triple net lease assumed in connection with the acquisition of Bally’s Lake Tahoe for real estate and land underlying the operations of the Bally’s Lake Tahoe facility.
Six Months Ended June 30, 2022 (in thousands)
Casinos & ResortsInternational InteractiveNorth America InteractiveOtherTotal
Net income (loss)$98,798 $71,312 $(50,139)$(58,581)$61,390 
Interest expense, net of interest income(6)36 (3)91,486 91,513 
Provision (benefit) for income taxes36,457 (8,566)(8,642)(19,390)(141)
Depreciation and amortization30,110 90,375 16,247 16,922 153,654 
Non-operating (income) expense(1)
— 393 (43,328)(42,928)
Foreign exchange (gain) loss— 1,157 (3,143)(9)(1,995)
Transaction costs(2)
3,018 1,225 776 16,524 21,543 
Share-based compensation— — — 11,417 11,417 
Gain on sale-leaseback, net(50,766)— — — (50,766)
Other, net(3)
2,416 — 3,737 1,889 8,042 
Allocation of corporate costs41,764 961 (42,732)— 
     Adjusted EBITDA$161,791 $155,939 $(40,199)$(25,802)$251,729 

(1)    Non-operating (income) expense includes: (i) change in value of naming rights liabilities, (ii) gain (adjustment) on bargain purchases, (iii) loss on extinguishment of debt and (iv) other (income) expense, net.
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(2)    Includes acquisition costs, integration costs related to our Interactive business and financing related expenses, including costs incurred to address the Standard General takeover bid, the tender offer process and rent expense related to Bally's Black Hawk and Quad Cities properties as the Company entered into sale lease-back transactions associated with these properties to finance the Tropicana Las Vegas property acquisition.
(3)    Other includes the following items: (i) non-routine legal expenses, net of recoveries for matters outside the normal course of business, (ii) storm related gains related to insurance recoveries received due to the effects of Hurricane Zeta on the Company’s Hard Rock Biloxi property, (iii) rebranding expenses in connection with Bally’s corporate name change, and (iv) other individually de minimis expenses.

Critical Accounting Estimates

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

Recent Accounting Pronouncements

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

Liquidity and Capital Resources

Overview

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

Cash Flows Summary
Six Months Ended June 30,Nine Months Ended September 30,
(in thousands)(in thousands)20232022(in thousands)20232022
Net cash provided by operating activitiesNet cash provided by operating activities$64,050 $164,544 Net cash provided by operating activities$118,359 $225,316 
Net cash provided by (used in) investing activities223,976 (55,834)
Net cash used in investing activitiesNet cash used in investing activities(2,247)(69,455)
Net cash used in financing activitiesNet cash used in financing activities(174,519)(140,790)Net cash used in financing activities(79,560)(189,948)
Effect of foreign currency on cash and cash equivalentsEffect of foreign currency on cash and cash equivalents(4,195)(11,404)Effect of foreign currency on cash and cash equivalents(2,251)(20,622)
Change in cash and cash equivalents and restricted cash held for saleChange in cash and cash equivalents and restricted cash held for sale(1,648)— Change in cash and cash equivalents and restricted cash held for sale(1,648)— 
Net change in cash and cash equivalents and restricted cashNet change in cash and cash equivalents and restricted cash107,664 (43,484)Net change in cash and cash equivalents and restricted cash32,653 (54,709)
Cash and cash equivalents and restricted cash, beginning of periodCash and cash equivalents and restricted cash, beginning of period265,184 274,840 Cash and cash equivalents and restricted cash, beginning of period265,184 274,840 
Cash and cash equivalents and restricted cash, end of periodCash and cash equivalents and restricted cash, end of period$372,848 $231,356 Cash and cash equivalents and restricted cash, end of period$297,837 $220,131 

Operating Activities

Net cash provided by operating activities for the sixnine months ended JuneSeptember 30, 2023 was $64.1$118.4 million, compared to net cash provided by operating activities of $164.5$225.3 million for the sixnine months ended JuneSeptember 30, 2022. The increasedecrease in cash used inprovided by operating activities was primarily driven by the $323.6 million increase in gain on sale-leaseback, coupled with negativepartially offset by increased deferred income taxes, positive changes in working capital offset byand an increase in net income of $91.3$28.9 million from the prior year.

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Investing Activities

Net cash provided byused in investing activities for the sixnine months ended JuneSeptember 30, 2023 was $224.0$2.2 million, an increasea decrease of $279.8$67.2 million compared to net cash used in investing activities of $55.8$69.5 million for the sixnine months ended JuneSeptember 30, 2022. The increase in cash provided by investing activities was primarily driven by increased proceeds from sale-leaseback transactions and decreased cash paid for acquisitions, offset by the increase in capital expenditures year-over-year.

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Financing Activities

Net cash used in financing activities for the sixnine months ended JuneSeptember 30, 2023 was $174.5$79.6 million compared to net cash used in financing activities of $140.8$189.9 million for the sixnine months ended JuneSeptember 30, 2022. This increasedecrease was mainly attributable to athe decrease in stock repurchases coupled with the issuancedecrease in repayments of long-term debt compared to prior year, coupled with the increase in stock repurchases, and partially offset by thea decrease in repaymentsthe issuance of long-term debt year-over-year.

Capital Return Program

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

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

Debt and Lease Obligations

Senior Notes

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

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

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

Credit Facility

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

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

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

During the quarter ending September 30, 2023, the Company entered certain currency swaps to synthetically convert $400 million of its Term Loan Facility to an equivalent fixed-rate Euro-denominated instrument due October 2028 paying a fixed-rate coupon of approximately 6.74% per annum. Such currency swaps as of September 30, 2023, which had an original effective conversion rate of 1.082 and €369.7 million notional amount at inception, reflected a gain of $9.0 million when converted to US dollar as of September 30, 2023, or an equivalent in US dollars of $391.0 million.
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Refer to Note 1411 “Derivative Instruments” and Note 15Long-Term Debt” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

Operating Leases

The Company is committed under various operating lease agreements for real estate and property used in operations. Minimum rent payable under operating leases was $2.36$2.34 billion as of JuneSeptember 30, 2023. Refer to Note 1516Leases” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

GLPI Leases

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

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

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

Financing Obligation

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

Capital Expenditures

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

For the sixnine months ended JuneSeptember 30, 2023, capital expenditures were $119.5$266.2 million compared to $116.1$167.4 million in the same period last year. InDuring the first half ofnine months ended September 30, 2023, we continued our spending on maintenance and planned projects at our casino properties, makingthe most significant being our Bally’s Chicago temporary facility, which commenced its operations during the third quarter. Additionally, we made significant progress on our Bally’s Twin River and Bally’s Atlantic City properties. Our 2023 capital expenditures are expected to continue to be less than those of 2022 as we focus on generating cash flows to invest in long-term growth opportunities for the entire Bally’s portfolio.

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

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

Bally’s Kansas City - We began construction on the planned redevelopment project of Bally’s Kansas City in November 2021. We believe the redevelopment of the property, which includes a 40,000 square foot land-based building, restaurant, bar and retail space, will improve the property and guest experience and drive growth and our return on investment. Spending on the project is estimated to beduring 2023 was approximately $50$35 million with a target completion date inand was completed during the second half of 2023.third quarter.

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

Bally’s Chicago - On June 9, 2022, a wholly-owned indirect subsidiary of the Company, Bally’s Chicago Operating Company, LLC (the “Developer”), signed a host community agreement with the City of Chicago to develop a destination casino resort, to be named Bally’s Chicago, in downtown Chicago, Illinois that will include approximately 3,400 slot machines, 170 table games, 10 food and beverage venues, 500 hotel rooms, a 65,000 square foot entertainment and event center, a 20,000 square foot exhibition, outdoor music venue, 3,300 parking spaces and an outdoor green space. The project also provides the Company with the exclusive right to operate a temporary casino for up to three years while the permanent casino resort is constructed. The temporary casino is expected to be situated incommenced operations on September 9, 2023 at the location of the current Medinah Temple and will includeincludes approximately 1,000800 gaming positions and 23 food and beverage venues. The Company expects the temporary casino to open in the second half of 2023, and currently estimates the permanent casino construction to be completed by the end of 2026.

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

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

Chicago Tribune Lease Termination - Bally’s Chicago Operating Company, LLC entered into a Lease Termination and Short Term License Agreement with Chicago Tribune Company, LLC (“Tribune”), effective March 31, 2023, which among other things provides that the Company will have possession of 777 West Chicago Avenue, Chicago Illinois 60610 (the “Permanent Chicago Site”) on or before July 5, 2024, subject to $150 million in payments by the Company to Tribune payable in full upon Tribune vacating the site on or prior to July 5, 2024 (the “Payment”). $140$90 million of the Payment was paid during the three months ended September 30, 2023. $50 million of the Payment is secured by cash-collateralized letters of credit, issued by Citizens Bank. Cash collateralsBank and are reported as restricted cash , with the long-term portion included within Other assets, as of JuneSeptember 30, 2023.
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Bally’s Chicago Casino Fees - Under the Illinois Gambling Act, the Company will be responsible to pay various gaming license fees to the Illinois Gaming Board in connection with the Company’s casino operations. These fees include: (i) a $250,000 land based gaming fee to operate the casino on land prior to commencing operations, (ii) a $250,000 license fee prior to receiving an owners license and gambling operations commence, (iii) gaming position fees equal to the minimum initial fee of $30,000 per gaming position to be paid within 30 days of issuance of an owners license or Temporary Operating Permit (“TOP”), (iv) a $15 million reconciliation fee upon issuance of a TOP or an owners license, whichever is earlier, and (v) a reconciliation fee payment three years after the date operations commenced (in a temporary or permanent facility) in an amount equal to 75% of the adjusted gross receipt (“AGR”) for the most lucrative 12-month period of operations, minus the amount equal to the initial payment per gaming position paid. On September 9, 2023, operations commenced at the Company’s Bally’s Chicago temporary casino facility, which triggered required gaming license fees to be paid to the Illinois Gaming Board. As of September 30, 2023, the Company recorded such fees totaling $135.3 million within “Intangible assets, net”, as an indefinite lived gaming license, and “Accounts payable” on the condensed consolidated balance sheets. These fees were paid in October 2023 through borrowings on the Revolving Credit Facility.

Other Commitments

Sponsorship Commitments - The Company has entered into several sponsorship agreements with various professional sports leagues and teams, allowing the Company use of official league marks for branding and promotions, among other rights. As of JuneSeptember 30, 2023, obligations related to these agreements were $106.9$138.4 million, with contracts extending through June 2036.



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Interest Rate Risk

As of JuneSeptember 30, 2023, interest on borrowings under our credit facility was subject to fluctuation based on changes in short-term interest rates. On JuneSeptember 30, 2023, we had $1.93$2.03 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 JuneSeptember 30, 2023, a hypothetical increase of 1% in the effective interest rate would cause an increase in interest expense of approximately $19.3$20.3 million over the next 12 months while a decrease of 1% in the effective interest rate, not to exceed the interest rate floor, would cause a decrease in interest expense of approximately $19.3$20.3 million over the same period.

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

Foreign Currency Risk

We are exposed to fluctuations in currency exchange rates as a result of our net investments and operations in countries other than the US. A vast majority of our revenues are from the UK market and are conducted in British Pound Sterling (“GBP”) and are therefore susceptible to any movements in exchange rates between the GBP and USD.US Dollar. Foreign currency transaction lossesgains for the three and sixnine months ended JuneSeptember 30, 2023 were $1.6$8.5 million and $5.9$2.5 million, respectively, while foreign currency transaction gains for the three and sixnine months ended JuneSeptember 30, 2022 were $1.8$0.3 million and $2.0$2.2 million, respectively. Movements in currency exchange rates could impact the translation of assets and liabilities of these foreign operations which are translated at the exchange rate in effect on the balance sheet date. We have not historically usedutilized operational hedges or forward currency exchange rate contracts, as well as derivative financial instruments, to manage the impact of currency exchange rate fluctuations on earnings and cash flows.


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ITEM 4.    CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (principal executive officer) and chief financial officer (principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures for the reporting period ended JuneSeptember 30, 2023 as such terms is defined in Rule 13a-15(f) under the Exchange Act. Based on that evaluation, our chief executive officer and chief financial officer concluded that the Company’s controls and procedures were effective as of JuneSeptember 30, 2023.

Changes in Internal Control over Financial Reporting

ThereThe Company completed its acquisition of Bally’s Golf Links at Ferry Point on September 12, 2023. See Note 6 “Business Combinations” included in Part I. Item 1 of this Quarterly Report on Form 10-Q for a discussion of the acquisitions and related financial data. The Company is currently in the process of integrating Bally’s Golf Links internal controls over financial reporting. Except for the inclusion of Bally’s Golf Links, there has been no change in our internal control over financial reporting that occurred during the secondthird quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1.    LEGAL PROCEEDINGS

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


ITEM 1A.    RISK FACTORS

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

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

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

The following table provides information about share repurchases made by the Company of its common stock during the quarter ended June 30, 2023 (in thousands, except average price paid per share):
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares (or approximate dollar value) that May Yet be Purchased Under the Plans or Programs
April 1, 2023 - April 30, 2023$— $174,805 
May 1, 2023 - May 31, 202347514.50 475167,916 
June 1, 2023 - June 30, 202327413.95 274164,100 
749$14.30 (a)749$164,100 
__________________________________
(a)    Weighted-average.

ITEM 5.    OTHER INFORMATION

During the three months ended JuneSeptember 30, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
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ITEM 6.    EXHIBITS
EXHIBIT INDEX
Exhibit No.Description
10.1**
31.1*
31.2*
32.1*
32.2*
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 cover page from Bally’s Corporation’s Quarterly report on Form 10-Q for the quarter ended JuneSeptember 30, 2023, formatted in inline XBRL contained in Exhibit 101

*    Filed herewith.
**    Management contracts or compensatory plans or arrangements.
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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on AugustNovember 3, 2023.


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


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