ACQUISITIONS | ACQUISITIONS Recent Acquisitions The Company accounted for all of the following recent acquisitions as business combinations using the acquisition method with Bally’s as the accounting acquirer in accordance with ASC 805. Under this method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed of the acquiree based upon their estimated fair values at the acquisition date. The fair value of the identifiable intangible assets acquired are determined by using an income approach. Significant assumptions utilized in the income approach are based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The purchase price allocation for the acquisitions of Bally’s Atlantic City, Bally’s Shreveport, Bally’s Lake Tahoe, Bally’s Evansville, Bally’s Quad Cities, SportCaller, Monkey Knife Fight, Bally Interactive, AVP and Telescope, are preliminary and will be finalized when valuations are complete and final assessments of the fair value of other acquired assets and assumed liabilities are completed. There can be no assurance that such finalizations will not result in material changes from the preliminary purchase price allocations. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible assets acquired and liabilities assumed. The Company recorded transaction costs related to its recent and pending acquisitions of $6.8 million and $37.5 million during the three and nine months ended September 30, 2021, respectively, and $2.7 million and $7.0 million during the three and nine months ended September 30, 2020, respectively. These costs are included in “Acquisition, integration and restructuring” in the condensed consolidated statements of operations. Refer to Note 10 “Acquisition, Integration and Restructuring” for further information. Bally’s Kansas City and Bally’s Vicksburg On July 1, 2020, the Company completed its acquisition of the operations and real estate of Bally’s Kansas City and Bally’s Vicksburg from affiliates of Caesars Entertainment, Inc. (“Caesars”). The total consideration paid by the Company in connection with the acquisition was approximately $229.9 million, or $225.5 million net of cash acquired, excluding transaction costs. The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed as of July 1, 2020 in connection with the acquisitions: As of July 1, 2020 (in thousands) Preliminary as of December 31, 2020 Year to Date Adjustments Final as of September 30, 2021 Cash and cash equivalents $ 4,362 $ — $ 4,362 Accounts receivable, net 582 — 582 Inventory 164 — 164 Prepaid expenses and other current assets 686 (256) 430 Property and equipment, net 60,865 — 60,865 Right of use asset 10,315 — 10,315 Intangible assets, net 138,160 — 138,160 Other assets 117 — 117 Goodwill 53,896 380 54,276 Accounts payable (614) — (614) Accrued liabilities (3,912) (236) (4,148) Lease liability (34,452) — (34,452) Other long-term liabilities (306) 112 (194) Total purchase price $ 229,863 $ — $ 229,863 Revenue included in operations from Bally’s Kansas City and Bally’s Vicksburg for the three and nine months ended September 30, 2021 was $30.9 million and $91.4 million, respectively. Net income included in operations from Bally’s Kansas City and Bally’s Vicksburg for the three and nine months ended September 30, 2021 was $4.3 million and $16.9 million, respectively. Bally’s Atlantic City On November 18, 2020, the Company completed its acquisition of Bally’s Atlantic City from Caesars and paid cash of approximately $24.7 million at closing, or $16.1 million net of cash acquired, excluding transaction costs. The Company recorded a liability of $2.0 million related to a net working capital adjustment which was reflected in “Accrued liabilities” in the condensed consolidated balance sheets as of December 31, 2020. The amount was paid in full during the first quarter of 2021. In connection with the approval of the Company’s interim gaming license in the state of New Jersey, the Company committed to the New Jersey Casino Control Commission to spend $90.0 million, increased to $100.0 million in the second quarter of 2021, in capital expenditures over a span of five years to refurbish and upgrade the property’s facilities and expand its amenities. In connection with this commitment, the Company reached an agreement with Caesars, whereby Caesars would reimburse the Company for $30.0 million of the capital expenditure commitment by December 31, 2021. This commitment was accounted for as a contingent consideration asset under ASC 805 and was recognized at its present value as of the acquisition date, which was determined to be $27.7 million, as it represents consideration due back from the seller in connection with a business combination, and is included in “Prepaid expenses and other assets” in the condensed consolidated balance sheets. This contingent consideration asset resulted in an adjusted purchase price of $(0.9) million. The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Atlantic City on November 18, 2020. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2021. (in thousands) Preliminary as of September 30, 2021 Cash and cash equivalents $ 8,651 Accounts receivable, net 1,122 Inventory 721 Prepaid expenses and other current assets 1,402 Property and equipment, net 40,898 Intangible assets, net 1,120 Accounts payable (3,131) Accrued liabilities (7,983) Deferred income tax liabilities (11,132) Net assets acquired 31,668 Bargain purchase gain (32,595) Total purchase price $ (927) The identifiable intangible assets recorded in connection with the closing of the Bally’s Atlantic City acquisition based on preliminary valuations include rated player relationships of $0.9 million and hotel and conference pre-bookings of $0.2 million, which are being amortized on a straight-line basis over estimated useful lives of approximately eight years and three years, respectively. The Company determined that the value of the intangible asset related to gaming licenses was de minimis, primarily due to the previously mentioned capital expenditure commitment required to obtain the licenses. The preliminary fair value of the identifiable intangible assets acquired was determined by using a cost approach and an income approach for the rated player relationships and pre-bookings, respectively. Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $32.6 million was recorded during the fourth quarter ended December 31, 2020. The Company believes that it was able to acquire the net assets of Bally’s Atlantic City for less than fair value as a result of a capital expenditure requirement imposed on the Company by the New Jersey Casino Control Commission, which would have been imposed on the seller had they not divested the property. Revenue included in operations from Bally’s Atlantic City for the three and nine months ended September 30, 2021 was $46.8 million and $108.4 million, respectively. Bally’s Shreveport Casino & Hotel On December 23, 2020, the Company completed its acquisition of Bally’s Shreveport for a total purchase price of approximately $137.2 million. Cash paid by the Company at closing, net of $5.0 million of cash acquired and offset by a receivable of $0.8 million resulting from a net working capital adjustment, was $133.1 million, excluding transaction costs. The identifiable intangible assets recorded in connection with the closing of the Bally’s Shreveport acquisition based on preliminary valuations include gaming licenses of $57.7 million with an indefinite life and rated player relationships of $0.4 million, which are being amortized on a straight-line basis over estimated useful lives of approximately eight years. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach. The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Shreveport on December 23, 2020. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2021. (in thousands) Preliminary as of September 30, 2021 Cash and cash equivalents $ 4,980 Accounts receivable, net 1,936 Inventory 495 Prepaid expenses and other current assets 245 Property and equipment, net 125,822 Right of use assets 9,260 Intangible assets, net 58,140 Other assets 403 Accounts payable and Accrued liabilities (6,138) Lease liability (14,540) Deferred tax liability (11,457) Other long-term liabilities (680) Net assets acquired 168,466 Bargain purchase gain (31,276) Total purchase price $ 137,190 Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $31.3 million was recorded during the fourth quarter of 2020. The Company believes that it was able to acquire the net assets of Bally’s Shreveport for less than fair value as a result of a distressed sale whereby Eldorado was required by the Federal Trade Commission to divest the Bally’s Shreveport property prior to its merger with Caesars coupled with the timing of the agreement to purchase which was in the middle of COVID-19 related shutdowns of casinos in the United States. Revenue included in operations from Bally’s Shreveport for the three and nine months ended September 30, 2021 was $28.7 million and $90.6 million, respectively. Net income included in operations from Bally’s Shreveport for the three and nine months ended September 30, 2021 was $4.0 million and $16.5 million, respectively. Bally’s Lake Tahoe Casino Resort On April 6, 2021, the Company acquired Bally’s Lake Tahoe, formerly MontBleu Resort Casino & Spa, in Lake Tahoe, Nevada from Eldorado and certain of its affiliates for $14.2 million, payable one year from the closing date and subject to customary post-closing adjustments. The deferred purchase price is included within “Accrued liabilities” of the condensed consolidated balance sheet. The identifiable intangible assets recorded in connection with the closing of the Bally’s Lake Tahoe acquisition based on preliminary valuations include gaming licenses of $5.2 million with an indefinite life and a tradename of $0.2 million, which is being amortized on a straight-line basis over its estimated useful life of approximately six months. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach. The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Lake Tahoe on April 6, 2021: As of April 6, 2021 (in thousands) Preliminary as of June 30, 2021 Year to Date Adjustments Preliminary as of September 30, 2021 Total current assets $ 5,089 $ — $ 5,089 Property and equipment, net 6,361 — 6,361 Right of use assets, net 57,017 — 57,017 Intangible assets, net 5,430 — 5,430 Accounts payable and Accrued liabilities (3,095) (307) (3,402) Lease liability (52,927) — (52,927) Other long-term liabilities (1,127) — (1,127) Net assets acquired 16,748 (307) 16,441 Bargain purchase gain (2,576) 307 (2,269) Total purchase price $ 14,172 $ — $ 14,172 Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $2.6 million was recorded during the second quarter ended June 30, 2021. An adjustment of $0.3 million, reducing the bargain purchase gain to $2.3 million, was recorded in the third quarter ended September 30, 2021. The original agreement to acquire Bally’s Lake Tahoe from Eldorado was made concurrently with the agreement of Bally’s Shreveport and the Company believes that it was able to acquire Bally’s Lake Tahoe for less than fair value as a result of a distressed sale prior to Eldorado’s merger by Caesars, as noted above. Revenue included in operations from Bally’s Lake Tahoe for the three and nine months ended September 30, 2021 was $11.3 million and $21.0 million, respectively. Net income included in operations from Bally’s Lake Tahoe for the three and nine months ended September 30, 2021 was $0.5 million and $1.0 million, respectively. Bally’s Evansville On June 3, 2021, the Company completed the acquisition of the Bally’s Evansville casino operations from Caesars. The total purchase price was $139.7 million, subject to customary adjustments. Cash paid by the Company at closing, net of $9.4 million cash acquired and offset by a payable of $1.7 million resulting from a net working capital adjustment, was $128.1 million, excluding transaction costs. In connection with the acquisition of the Bally’s Evansville casino operations, the Company entered into a sale-leaseback arrangement with an affiliate of Gaming & Leisure Properties, Inc. (“GLPI”) for the Dover Downs property. Refer to Note 12 “Leases” for further information. The identifiable intangible assets recorded in connection with the closing of the Bally’s Evansville acquisition based on preliminary valuations include gaming licenses of $153.6 million with an indefinite life and rated player relationships of $0.6 million which are being amortized on a straight-line basis over an estimated useful life of approximately eight years. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach. The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Evansville on June 3, 2021: As of June 3, 2021 (in thousands) Preliminary as of June 30, 2021 Year to Date Adjustments Preliminary as of September 30, 2021 Cash and cash equivalents $ 9,355 $ — $ 9,355 Accounts receivable, net 1,492 (18) 1,474 Inventory and Prepaid expenses and other current assets 1,212 (10) 1,202 Property and equipment, net 12,325 — 12,325 Right of use assets, net 285,772 — 285,772 Intangible assets, net 154,210 — 154,210 Other assets 468 — 468 Accounts payable and Accrued liabilities (10,568) (70) (10,638) Lease liability (285,772) — (285,772) Deferred tax liability (7,469) — (7,469) Other long-term liabilities (310) — (310) Net assets acquired 160,715 (98) 160,617 Bargain purchase gain (21,537) 628 (20,909) Total purchase price $ 139,178 $ 530 $ 139,708 Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $21.5 million was recorded during the second quarter ended June 30, 2021. An adjustment of $0.6 million, reducing the bargain purchase gain to $20.9 million, was recorded in the third quarter ended September 30, 2021. The Company believes it was able to acquire Bally’s Evansville for less than fair value as a result of a distressed sale prior to Eldorado’s merger with Caesars, as noted above. Revenue included in operations from Bally’s Evansville for the three and nine months ended September 30, 2021 was $40.1 million and $51.8 million, respectively. Net income included in operations from Bally’s Evansville for the three and nine months ended September 30, 2021 was $4.3 million and $5.1 million, respectively. Bally’s Quad Cities Casino & Hotel On June 14, 2021, the Company completed its acquisition of Bally’s Quad Cities in Rock Island, Illinois. Pursuant to the terms of the Equity Purchase Agreement, the Company has acquired all of the outstanding equity securities of The Rock Island Boatworks, Inc., for a purchase price of $118.9 million in cash, subject to customary post-closing adjustments. Cash paid by the Company at closing, net of $3.2 million cash acquired, the $4.0 million deposit paid in the third quarter of 2020 and offset by a receivable of $0.3 million resulting from a networking capital adjustment, was $112.3 million, excluding transaction costs. The identifiable intangible assets recorded in connection with the closing of the Bally’s Quad Cities acquisition based on preliminary valuations include gaming licenses of $30.3 million with an indefinite life, as well as, rated player relationships and a tradename of $0.7 million and $0.2 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years and 4 months, respectively. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach. The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Bally’s Quad Cities acquisition on June 14, 2021: As of June 14, 2021 (in thousands) Preliminary as of June 30, 2021 Year to Date Adjustments Preliminary as of September 30, 2021 Cash and cash equivalents $ 3,241 $ (308) $ 2,933 Accounts receivable, net 2,855 131 2,986 Inventory and Prepaid expenses and other current assets 844 (46) 798 Property and equipment, net 73,135 — 73,135 Intangible assets, net 31,180 — 31,180 Goodwill 14,191 402 14,593 Total current liabilities (6,244) (453) (6,697) Total purchase price $ 119,202 $ (274) $ 118,928 Revenue included in operations from Bally’s Quad Cities for the three and nine months ended September 30, 2021 was $12.3 million and $14.6 million, respectively. Interactive Acquisitions SportCaller - On February 5, 2021, the Company acquired SportCaller for total consideration of $42.6 million including $24.0 million in cash, and 221,391 of the Company’s common shares at closing, pending adjustment, and up to $12.0 million in value of additional shares if SportCaller meets certain post-closing performance targets (calculated based on a USD to Euro exchange ratio of 0.8334). Monkey Knife Fight - On March 23, 2021, the Company acquired Fantasy Sports Shark, LLC d/b/a/ Monkey Knife Fight for total consideration of $118.6 million including (1) immediately exercisable penny warrants to purchase up to 984,446 of the Company’s common shares (subject to adjustment) at closing and (2) contingent penny warrants to purchase up to 787,557 additional Company common shares, half of which are issuable on each of the first and second anniversary of closing. The contingency relates to MKF’s continued operations in jurisdictions in which it operates at closing at future dates. The Company paid cash of $22.8 million, net of cash acquired, for SportCaller and MKF. Total non-cash consideration transferred for SportCaller and MKF was $135.3 million, which included $58.7 million of the fair value of contingent consideration as of the SportCaller and MKF acquisition dates. Refer to Note 8 “Fair Value Measurements” for further information. Bally Interactive - On May 28, 2021, the Company acquired Bally Interactive, formerly Bet.Works Corp., for approximately $71.6 million in cash and 2,084,765 of the Company’s common shares, subject in each case to customary adjustments. The shareholders of Bally Interactive will not transfer any shares of Company common stock received prior to June 1, 2022 and, for the following 12 months, may transfer only up to 1% of the Company’s common stock per every 90 days. AVP - On July 12, 2021, the Company acquired AVP, a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States, for $10.0 million in cash, subject to customary post-closing adjustments. Telescope - On August 12, 2021, the Company acquired an 84.16% controlling interest in Telescope, a leading provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams, for $27.7 million, subject to customary post-closing adjustments. The remaining 15.84% of Telescope is owned by certain selling shareholders and is reported as a non-controlling interest. The non-controlling interest is convertible into shares of Bally’s common stock based on a fixed exchange ratio share-settlement feature, valued using the Company’s common stock price, and is classified as permanent equity. Earnings attributable to the non-controlling interest are not material for the quarter ended September 30, 2021. The identifiable intangible assets recorded in connection with the closing of SportCaller, MKF, Bally Interactive, AVP, and Telescope (collectively the “Bally Interactive Acquisitions”) are based on preliminary valuations and include customer relationships of $41.5 million, which are being amortized over estimated useful lives between three three ten These Bally Interactive transactions have been accounted for as business combinations using the acquisition method with Bally’s as the accounting acquirer in accordance with ASC 805. The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Bally Interactive Acquisitions: (in thousands) Preliminary as of September 30, 2021 Cash and cash equivalents $ 7,435 Accounts receivable, net 4,061 Prepaid expenses and other current assets 2,143 Property and equipment, net 518 Intangible assets, net 167,075 Goodwill 243,138 Total current liabilities (13,770) Deferred tax liability (15,805) Acquired non-controlling interest (3,760) Net investment in the Bally Interactive Acquisitions $ 391,035 During the nine months ended September 30, 2021, the Company recorded purchase accounting adjustments for MKF, SportCaller and Bally Interactive, increasing intangible assets by $0.5 million and reducing goodwill and current liabilities by $0.5 million and $1.1 million, respectively. Revenue included in operations from the Bally Interactive Acquisitions from their respective dates of acquisition, each noted above, for the three and nine months ended September 30, 2021 was $11.4 million and $18.0 million, respectively. Supplemental Pro Forma Consolidated Information The following table represents unaudited supplemental pro forma consolidated revenue and net (loss) income based on Bally’s Lake Tahoe and Bally’s Evansville’s historical reporting periods as if the acquisitions had occurred as of January 1, 2020. The revenue, earnings and proforma effects of other acquisitions completed during the nine months ended September 30, 2021, which include Bally’s Quad Cities and the Bally Interactive Acquisitions, are not material to results of operations, individually or in the aggregate: Three Months Ended Nine Months Ended (in thousands, except per share data) September 30, 2020 September 30, 2021 September 30, 2020 Revenue $ 159,708 $ 844,356 $ 349,100 Net income (loss) $ 11,111 $ (3,145) $ (46,140) Net income (loss) per share, basic $ 0.36 $ (0.07) $ (1.50) Net income (loss) per share, diluted $ 0.36 $ (0.07) $ (1.50) Pending Acquisitions Tropicana Las Vegas |