Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38850 | |
Entity Registrant Name | Bally’s Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-0904604 | |
Entity Address, Address Line One | 100 Westminster Street | |
Entity Address, City or Town | Providence, | |
Entity Address, State or Province | RI | |
Entity Address, Postal Zip Code | 02903 | |
City Area Code | 401 | |
Local Phone Number | 475-8474 | |
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | BALY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,261,307 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001747079 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 164,462 | $ 206,193 |
Restricted cash | 55,669 | 68,647 |
Accounts receivable, net | 64,163 | 48,178 |
Inventory | 15,607 | 11,489 |
Income Taxes Receivable | 48,081 | 128,217 |
Prepaid expenses and other current assets | 100,734 | 104,463 |
Total current assets | 448,716 | 567,187 |
Property and equipment, net | 970,600 | 838,651 |
Right of use assets, net | 798,032 | 507,843 |
Goodwill | 1,856,922 | 2,122,653 |
Intangible assets, net | 2,175,765 | 2,477,952 |
Deferred tax asset | 15,628 | 11,922 |
Other assets | 27,528 | 27,009 |
Total assets | 6,293,191 | 6,553,217 |
Liabilities and Stockholders’ Equity | ||
Current portion of long-term debt | 19,450 | 19,450 |
Current portion of lease liabilities | 40,912 | 24,506 |
Accounts payable | 42,959 | 87,540 |
Accrued Income Taxes, Current | 35,050 | 37,208 |
Accrued liabilities | 552,946 | 401,428 |
Total current liabilities | 691,317 | 570,132 |
Long-term debt, net | 3,409,473 | 3,426,777 |
Long-term portion of lease liabilities | 782,389 | 506,475 |
Pension benefit obligations | 3,924 | 4,647 |
Deferred tax liability | 165,060 | 214,467 |
Naming rights liability | 129,219 | 168,929 |
Contingent consideration payable | 8,436 | 34,931 |
Other long-term liabilities | 10,628 | 11,057 |
Total liabilities | 5,200,446 | 4,937,415 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock | 472 | 530 |
Preferred Stock, Value, Issued | 0 | 0 |
Additional paid-in-capital | 1,660,422 | 1,849,068 |
Treasury stock, at cost | 0 | (29,166) |
Retained deficit | (58,364) | (181,581) |
Accumulated other comprehensive loss | (510,357) | (26,809) |
Total stockholders’ equity | 1,092,173 | 1,612,042 |
Stockholders' Equity Attributable to Noncontrolling Interest | 572 | 3,760 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,092,745 | 1,615,802 |
Total liabilities and stockholders’ equity | $ 6,293,191 | $ 6,553,217 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock issued (in shares) | 47,287,301 | 53,050,055 |
Common stock outstanding (in shares) | 47,287,301 | 52,254,477 |
Preferred stock par value (in dollars per share) | $ 0.01 | |
Preferred stock authorized (in shares) | 10,000,000 | |
Preferred stock outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 578,249 | $ 314,779 | $ 1,679,016 | $ 774,778 |
Operating (income) costs and expenses: | ||||
Advertising, general and administrative | 191,953 | 140,500 | 555,276 | 322,210 |
Goodwill and asset impairment | 0 | 0 | 0 | 4,675 |
Pre-Opening Costs | 0 | 232 | 717 | 1,772 |
Acquisition, integration and restructuring | 9,282 | 6,797 | 24,674 | 37,457 |
Gain from insurance recoveries, net of losses | (1,263) | (7,942) | (1,413) | (19,197) |
Rebranding | 72 | 427 | 546 | 1,722 |
Gain on sale-leaseback, net | 0 | 0 | (50,766) | (53,425) |
Depreciation and amortization | 73,853 | 29,000 | 227,507 | 67,503 |
Total operating costs and expenses | 524,587 | 287,045 | 1,517,515 | 637,038 |
Income from operations | 53,662 | 27,734 | 161,501 | 137,740 |
Other income (expense): | ||||
Interest income | 136 | 547 | 446 | 1,601 |
Interest expense, net of amounts capitalized | (53,708) | (31,853) | (145,531) | (74,480) |
Change in value of naming rights liabilities | 37 | 6,965 | 33,448 | (1,371) |
Gain (adjustment) on bargain purchases | 0 | (1,039) | (107) | 23,075 |
Loss on extinguishment of debt | 0 | (19,419) | 0 | (19,419) |
Foreign exchange gain (loss) | 253 | (42,896) | 2,248 | (43,353) |
Other, net | 1,350 | (3,084) | 10,974 | (6,450) |
Total other income (expense), net | (51,932) | (90,779) | (98,522) | (120,397) |
Income (loss) before income taxes | 1,730 | (63,045) | 62,979 | 17,343 |
Provision (benefit) for income taxes | 1,137 | (5,400) | 996 | 16,751 |
Net income (loss) | 593 | (57,645) | 61,983 | 592 |
Net Income (Loss) Available to Common Stockholders, Basic, Total | $ 593 | $ (57,645) | $ 61,983 | $ 592 |
Net income per share, basic (in dollars per share) | $ 0.01 | $ (1.16) | $ 1.05 | $ 0.01 |
Weighted average common shares outstanding, basic (in shares) | 57,020 | 49,506 | 59,170 | 45,573 |
Net income per share, diluted (in dollars per share) | $ 0.01 | $ (1.16) | $ 1.05 | $ 0.01 |
Weighted average common shares outstanding, diluted (in shares) | 57,062 | 49,506 | 59,238 | 45,876 |
Gaming | ||||
Revenue: | ||||
Total revenue | $ 465,733 | $ 231,798 | $ 1,384,523 | $ 594,566 |
Operating (income) costs and expenses: | ||||
Cost of net revenue | 197,196 | 78,397 | 620,459 | 189,001 |
Hotel | ||||
Revenue: | ||||
Total revenue | 45,675 | 32,903 | 106,539 | 68,277 |
Operating (income) costs and expenses: | ||||
Cost of net revenue | 11,752 | 9,413 | 30,065 | 22,068 |
Food and beverage | ||||
Revenue: | ||||
Total revenue | 31,724 | 29,504 | 83,147 | 68,386 |
Operating (income) costs and expenses: | ||||
Cost of net revenue | 22,766 | 21,419 | 63,620 | 50,632 |
Retail, entertainment and other | ||||
Revenue: | ||||
Total revenue | 35,117 | 20,574 | 104,807 | 43,549 |
Retail, entertainment and other | ||||
Operating (income) costs and expenses: | ||||
Cost of net revenue | $ 18,976 | $ 8,802 | $ 46,830 | $ 12,620 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 593 | $ (57,645) | $ 61,983 | $ 592 |
Foreign currency translation adjustment | (213,193) | (781) | (483,548) | (1,414) |
Defined benefit pension plan reclassification adjustment | 0 | 41 | 0 | 122 |
Other comprehensive loss | (213,193) | (740) | (483,548) | (1,292) |
Net income (loss) | $ (212,600) | $ (58,385) | $ (421,565) | $ (700) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained (Deficit) Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interest | AOCI Attributable to Parent | AOCI Including Portion Attributable to Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 30,685,938 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 326,598 | $ 307 | $ 294,643 | $ 0 | $ 34,792 | $ (3,144) | $ (3,144) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Release of restricted stock (in shares) | 23,811 | ||||||||
Release of restricted stock | (990) | (990) | |||||||
Share-based compensation | 4,483 | 4,483 | |||||||
Stock options exercised (in shares) | 30,000 | ||||||||
Stock options exercised | 129 | 129 | |||||||
Penny warrants exercised (in shares) | 932,949 | ||||||||
Penny warrants exercised | 0 | $ 9 | (9) | ||||||
Adjustments To Additional Paid In Capital, Reclassification Of Options | 59,724 | 59,724 | |||||||
Adjustments To Additional Paid In Capital, Issuance Of Warrants | 64,694 | 64,694 | |||||||
Stock issued for equity purchase (in shares) | 221,391 | ||||||||
Stock issued for equity purchase | 11,776 | $ 2 | 11,774 | ||||||
Other comprehensive income (loss) | (1,012) | $ (1,012) | |||||||
Net income | (10,705) | (10,705) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 31,894,089 | ||||||||
Ending balance at Mar. 31, 2021 | 454,697 | $ 318 | 434,457 | (9) | 24,087 | (4,156) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 30,685,938 | ||||||||
Beginning balance at Dec. 31, 2020 | 326,598 | $ 307 | 294,643 | 0 | 34,792 | (3,144) | (3,144) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Other comprehensive income (loss) | (1,292) | ||||||||
Net income | 592 | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 44,581,568 | ||||||||
Ending balance at Sep. 30, 2021 | 1,317,451 | $ 445 | 1,368,908 | 0 | (51,226) | (4,436) | (4,436) | ||
Beginning balance (in shares) at Mar. 31, 2021 | 31,894,089 | ||||||||
Beginning balance at Mar. 31, 2021 | 454,697 | $ 318 | 434,457 | (9) | 24,087 | (4,156) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Release of restricted stock (in shares) | 9,181 | ||||||||
Release of restricted stock | (321) | (205) | (116) | ||||||
Share-based compensation | 3,901 | 3,901 | |||||||
Stock options exercised (in shares) | 40,000 | ||||||||
Stock options exercised | 172 | 172 | |||||||
Retirement of treasury shares | 0 | $ 21 | 28,488 | 114,842 | 86,333 | ||||
Common stock offering (in shares) | 12,650,000 | ||||||||
Common stock offering | 667,873 | $ 127 | 667,746 | ||||||
Sinclair shares exchanged for penny warrants (in shares) | (2,086,908) | ||||||||
Sinclair shares exchanged for penny warrants | 0 | 114,717 | (114,717) | ||||||
Sinclair issuance of penny warrants | 50,000 | 50,000 | |||||||
Stock issued for equity purchase (in shares) | 2,084,765 | ||||||||
Stock issued for equity purchase | 121,500 | $ 21 | 121,479 | ||||||
Other comprehensive income (loss) | 460 | 460 | |||||||
Net income | 68,942 | 68,942 | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 44,591,127 | ||||||||
Ending balance at Jun. 30, 2021 | 1,367,224 | $ 445 | 1,363,779 | 0 | 6,696 | (3,696) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Release of restricted stock (in shares) | 483 | ||||||||
Release of restricted stock | (12) | $ 0 | (12) | ||||||
Share-based compensation | 5,449 | 5,449 | |||||||
Noncontrolling Interest, Increase from Business Combination | 3,760 | $ 3,760 | |||||||
Retirement of treasury shares | 0 | 308 | 585 | 277 | |||||
Stock issued for equity purchase (in shares) | (10,042) | ||||||||
Stock issued for equity purchase | (585) | (585) | |||||||
Other comprehensive income (loss) | (740) | (740) | |||||||
Net income | (57,645) | (57,645) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 44,581,568 | ||||||||
Ending balance at Sep. 30, 2021 | 1,317,451 | $ 445 | 1,368,908 | 0 | (51,226) | $ (4,436) | (4,436) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 3,760 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,615,802 | 3,760 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 52,254,477 | ||||||||
Beginning balance at Dec. 31, 2021 | 1,612,042 | $ 530 | 1,849,068 | (29,166) | (181,581) | (26,809) | (26,809) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Release of restricted stock (in shares) | 122,849 | ||||||||
Release of restricted stock | (2,533) | $ 1 | (2,534) | ||||||
Share-based compensation | 5,095 | 5,095 | |||||||
Stock options exercised (in shares) | 20,000 | ||||||||
Stock options exercised | 86 | 86 | |||||||
Penny warrants exercised (in shares) | 383,934 | ||||||||
Penny warrants exercised | 4 | $ 4 | |||||||
Adjustments To Additional Paid In Capital, Issuance Of Warrants | 12,010 | 12,010 | |||||||
Retirement of treasury shares | 0 | $ 11 | 35,200 | 42,454 | 7,243 | ||||
Share repurchases (in shares) | (350,616) | ||||||||
Treasury Stock, Value, Acquired, Cost Method | (13,288) | (13,288) | |||||||
Stock issued for equity purchase (in shares) | 107,832 | ||||||||
Stock issued for equity purchase | 3,700 | $ 1 | 3,699 | ||||||
Other comprehensive income (loss) | (71,542) | (71,542) | |||||||
Net income | 1,889 | 1,889 | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 52,538,476 | ||||||||
Ending balance at Mar. 31, 2022 | $ 525 | 1,832,224 | 0 | (186,935) | (98,351) | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 52,254,477 | ||||||||
Beginning balance at Dec. 31, 2021 | 1,612,042 | $ 530 | 1,849,068 | (29,166) | (181,581) | (26,809) | (26,809) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Noncontrolling Interest, Increase from Business Combination | $ 3,760 | ||||||||
Share repurchases (in shares) | (5,718,950) | ||||||||
Treasury Stock, Value, Acquired, Cost Method | $ (132,542) | ||||||||
Other comprehensive income (loss) | (483,548) | ||||||||
Net income | 61,983 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 47,287,301 | ||||||||
Ending balance at Sep. 30, 2022 | 1,092,173 | $ 472 | 1,660,422 | 0 | (58,364) | (510,357) | (510,357) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,551,223 | 3,760 | |||||||
Beginning balance (in shares) at Mar. 31, 2022 | 52,538,476 | ||||||||
Beginning balance at Mar. 31, 2022 | $ 525 | 1,832,224 | 0 | (186,935) | (98,351) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Release of restricted stock (in shares) | 38,775 | ||||||||
Release of restricted stock | (308) | (308) | |||||||
Share-based compensation | 6,322 | 6,322 | |||||||
Other comprehensive income (loss) | (198,813) | (198,813) | |||||||
Net income | 59,501 | 59,501 | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 52,577,251 | ||||||||
Ending balance at Jun. 30, 2022 | $ 525 | 1,838,238 | 0 | (127,434) | (297,164) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,417,925 | 3,760 | |||||||
Release of restricted stock (in shares) | 14,239 | ||||||||
Release of restricted stock | (41) | (41) | |||||||
Share-based compensation | 6,715 | 6,715 | |||||||
Retirement of treasury shares | $ 0 | $ 54 | 187,677 | 119,254 | (68,477) | ||||
Share repurchases (in shares) | (5,368,334) | (5,368,334) | |||||||
Treasury Stock, Value, Acquired, Cost Method | $ (119,254) | (119,254) | |||||||
Conversion of non-controlling interest to BALY common stock (in shares) | 0 | $ 1 | 3,187 | (3,188) | |||||
Conversion of non-controlling interest - Telescope | 64,145 | ||||||||
Other comprehensive income (loss) | (213,193) | (213,193) | |||||||
Net income | 593 | 593 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 47,287,301 | ||||||||
Ending balance at Sep. 30, 2022 | 1,092,173 | $ 472 | $ 1,660,422 | $ 0 | $ (58,364) | $ (510,357) | $ (510,357) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 1,092,745 | $ 572 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 61,983 | $ 592 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 227,507 | 67,503 |
Non-cash lease expense | 22,938 | 7,497 |
Share-based compensation | 18,132 | 13,833 |
Goodwill and asset impairment | 0 | 4,675 |
Amortization of debt discount and debt issuance costs | 8,122 | 4,890 |
Loss on extinguishment of debt | 0 | 19,419 |
Gain from insurance recoveries, net of losses | (1,263) | (18,660) |
Gain on sale-leaseback, net | (50,766) | (53,425) |
Deferred income taxes | (42,848) | (1,296) |
(Gain) loss on assets and liabilities measured at fair value | (437) | 21,280 |
Change in value of naming rights liabilities | (33,448) | 1,371 |
Change in contingent consideration payable | (10,386) | (14,830) |
Adjustment (gain) on bargain purchase | 107 | (23,075) |
Foreign exchange (gain) loss | (2,227) | 43,353 |
Other operating activities | 5,309 | 4,260 |
Changes in current operating assets and liabilities | 22,593 | (6,544) |
Net cash provided by operating activities | 225,316 | 70,843 |
Cash flows from investing activities: | ||
Cash paid for acquisitions, net of cash acquired | (146,484) | (369,555) |
Proceeds from sale-leaseback | 150,000 | 144,000 |
Advance deposit in connection with sale-leaseback transactions | 200,000 | 0 |
Foreign exchange forward contract premiums | 0 | (22,592) |
Capital expenditures | (167,363) | (65,132) |
Insurance proceeds | 1,265 | 18,660 |
Cash paid for internally developed software | (45,785) | (2,026) |
Acquisition of gaming licenses | (53,030) | (4,409) |
Purchase of equity securities | (3,175) | 0 |
Other intangible asset acquisitions | (1,825) | (2,600) |
Other investing activities | (3,058) | 1,527 |
Net cash used in investing activities | (69,455) | (302,127) |
Cash flows from financing activities: | ||
Issuance of long-term debt | 335,000 | 1,762,003 |
Repayments of long-term debt | (359,588) | (299,313) |
Payment of financing fees | 0 | (9,968) |
Payment of redemption premium on debt extinguishment | 0 | (14,175) |
Payment of deferred consideration | (30,025) | 0 |
Share repurchases | (132,542) | 0 |
Issuance of common stock, net | 0 | 667,872 |
Issuance of Sinclair penny warrants | 0 | 50,000 |
Other financing activities | (2,793) | (1,022) |
Net cash (used in) provided by financing activities | (189,948) | 2,155,397 |
Effect of foreign currency on cash and cash equivalents | (20,622) | (41,651) |
Net change in cash and cash equivalents and restricted cash | (54,709) | 1,882,462 |
Cash and cash equivalents and restricted cash, beginning of period | 274,840 | 126,555 |
Cash and cash equivalents and restricted cash, end of period | 220,131 | 2,009,017 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amounts capitalized | 164,379 | 51,396 |
Income Taxes Paid, Net | (39,497) | 35,736 |
Non-cash investing and financing activities: | ||
Unpaid property and equipment | 16,784 | 2,974 |
Stock and equity instruments issued for acquisition of SportCaller and Monkey Knife Fight | 0 | 197,383 |
Acquisitions in exchange for contingent liability | 0 | 58,685 |
Deferred purchase price payable | 0 | 14,071 |
Deposit applied to acquisition purchase price | 0 | 4,000 |
Non-controlling interest | $ (3,188) | $ 3,760 |
GENERAL INFORMATION
GENERAL INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | GENERAL INFORMATION Description of Business Bally’s Corporation (the “Company”, “Bally’s”, “we” or “us”) is a global gaming, hospitality and entertainment company with casinos and resorts and online gaming (“iGaming”) business-to-business-to-consumer (“B2B2C”) businesses. The Company owns and manages the following casino and resort properties: Casinos and Resorts Location Type Built/Acquired Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”) Lincoln, Rhode Island Casino and Resort 2004 Bally’s Arapahoe Park Aurora, Colorado Racetrack/OTB Site 2004 Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”) Biloxi, Mississippi Casino and Resort 2014 Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”) Tiverton, Rhode Island Casino and Hotel 2018 Bally’s Dover Casino Resort (“Bally’s Dover”) (1) Dover, Delaware Casino, Resort and Raceway 2019 Bally’s Black Hawk (1)(2) Black Hawk, Colorado Three Casinos 2020 Bally’s Kansas City Casino (“Bally’s Kansas City”) Kansas City, Missouri Casino 2020 Bally’s Vicksburg Casino (“Bally’s Vicksburg”) Vicksburg, Mississippi Casino and Hotel 2020 Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”) Atlantic City, New Jersey Casino and Resort 2020 Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) Shreveport, Louisiana Casino and Hotel 2020 Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”) Lake Tahoe, Nevada Casino and Resort 2021 Bally’s Evansville Casino & Hotel (“Bally’s Evansville”) (1) Evansville, Indiana Casino and Hotel 2021 Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”) (1) Rock Island, Illinois Casino and Hotel 2021 Tropicana Las Vegas Casino and Resort (“Tropicana Las Vegas”) (1) Las Vegas, Nevada Casino and Resort 2022 __________________________________ (1) Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). (2) Includes Bally's Black Hawk North Casino, Bally's Black Hawk West Casino and Bally's Black Hawk East Casino. Under the North America Interactive reportable segment, the Company owns and manages the following businesses: • Bally’s Interactive, a B2B2C sportsbook and iCasino platform provider and operator; • Horses Mouth Limited (“SportCaller”), a business-to-business (“B2B”) free-to-play game provider for sports betting companies; • Monkey Knife Fight (“MKF”), a business-to-consumer daily fantasy sports (“DFS”) platform and operator; • Joker Gaming, known as Live at the Bike, an online subscription streaming service featuring livestream and on-demand poker videos and podcasts; • the Association of Volleyball Professionals (“AVP”), a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States (“US”); • Telescope Inc. (“Telescope”), a leading provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams; and • Degree 53, a United Kingdom (“UK”)-based creative agency that specializes in multi-channel website and personalized mobile app and software development for the online gambling and sports industries. The North America Interactive reportable segment also includes the North American operations of Gamesys. The Company’s International Interactive reportable segment includes the interactive activities in Europe and Asia of Gamesys Group Ltd. (“Gamesys”), a B2B2C iCasino and online bingo platform provider and operator, acquired by the Company on October 1, 2021, and Solid Gaming, a games content aggregation business. Refer to Note 18 “ Segment Reportin The Company’s common stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “BALY.” Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of the Company, 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 the consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign subsidiaries are translated into US dollars using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement translations are reflected as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in net income (loss). The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of the SEC’s Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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, 2021. 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. COVID-19 Pandemic As of September 30, 2022, the Company’s properties are all operating with minimal restrictions. Although the Company is experiencing positive trends as a result of the reopening of its properties, the COVID-19 pandemic is ongoing and future developments, which are uncertain and cannot be predicted at this time, could have a material negative impact on operations. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents and Restricted Cash The Company considers all cash balances and highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. As of September 30, 2022 and December 31, 2021, restricted cash of $55.7 million and $68.6 million, respectively, consisted primarily of player deposits and payment service provider deposits in connection with the Company’s iGaming operations. Restricted cash also includes Video Lottery Terminal (“VLT”) and table games cash payable to the State of Rhode Island and certain cash accounts at other properties, which are unavailable for the Company’s use. The following table reconciles cash and restricted cash in the condensed consolidated balance sheets to the total shown on the condensed consolidated statements of cash flows. September 30, December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 164,462 $ 206,193 Restricted cash 55,669 68,647 Total cash and cash equivalents and restricted cash $ 220,131 $ 274,840 Accounts Receivable, Net Accounts receivable, net consists of the following: September 30, December 31, (in thousands) 2022 2021 Amounts due from Rhode Island and Delaware (1) $ 15,382 $ 10,575 Gaming receivables 13,829 10,576 Non-gaming receivables 41,323 31,481 Accounts receivable 70,534 52,632 Less: Allowance for doubtful accounts (6,371) (4,454) Accounts receivable, net $ 64,163 $ 48,178 __________________________________ (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. Gain from insurance recoveries, net of losses Gain from insurance recoveries, net of losses, relate to losses incurred resulting from events impacting the Company, net of insurance recovery proceeds. For the three and nine months ended September 30, 2022, the Company recorded a gain from insurance recoveries, net of losses of $1.3 million and $1.4 million, respectively, primarily attributable to insurance recoveries related to prior litigation matters. For the three and nine months ended September 30, 2021, the Company recorded a gain from insurance recoveries, net of losses of $7.9 million and $19.2 million, respectively, primarily attributable to insurance proceeds received due to the effects of Hurricane Zeta which made landfall in Louisiana during the fourth quarter of 2020. 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 advertising costs directly associated with the sale of the Company’s interactive gaming products and services. Gaming expenses also includes racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses associated with the operation of live racing and simulcasting. Advertising Expense The Company expenses advertising costs as incurred. For the three months ended September 30, 2022 and 2021, advertising expense was $46.0 million and $2.1 million, respectively. For the nine months ended September 30, 2022 and 2021, advertising expense was $163.3 million and $5.1 million, respectively. Advertising expense attributable to the Company’s interactive business included within Gaming expenses for the three and nine months ended September 30, 2022 was $26.7 million and $139.4 million, respectively. There was no advertising expense attributable to the Company’s interactive business included within Gaming expenses for the three and nine months ended September 30, 2021. Strategic Partnership - Sinclair Broadcast Group On November 18, 2020, the Company and Sinclair Broadcast Group, Inc. (“Sinclair”) entered into a Framework Agreement (the “Sinclair Agreement”), which provides for a long-term strategic relationship between the Company and Sinclair combining Bally’s integrated, proprietary sports betting technology with Sinclair’s portfolio of local broadcast stations and live regional sports networks and its Tennis Channel, Stadium sports network and STIRR streaming service, whereby the Company will receive naming rights to the regional sports networks and certain integrations to network programming in exchange for annual fees paid in cash, the issuance of warrants and options, and an agreement to share in certain tax benefits resulting from the Tax Receivable Agreement (“TRA”) with Sinclair. The initial term of the agreement is ten years from the commencement date of the re-branded Sinclair regional sports networks and can be renewed for one additional five-year term unless either the Company or Sinclair elect not to renew. Naming Rights Intangible Asset - Under the terms of the Sinclair Agreement, the Company is required to pay annual naming rights fees to Sinclair for naming rights of the regional sports networks which escalate annually and total $88.0 million over the 10-year term of the agreement beginning April 1, 2021. The Company accounted for this transaction as an asset acquisition in accordance with the “Acquisition of Assets Rather Than a Business” subsections of Accounting Standards Codification (“ASC”) 805-50, Business Combinations—Related Issues , using a cost accumulation model. The naming rights intangible asset represents the consideration transferred on the acquisition date comprised of the present value of annual naming rights fees, the fair value of the warrants and options and an estimate of the TRA payments, each explained below. The naming rights intangible asset was $280.2 million and $311.7 million as of September 30, 2022 and December 31, 2021, respectively. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks, and was $8.2 million and $8.6 million for the three months ended September 30, 2022 and 2021, respectively, and $25.0 million and $17.2 million for the nine months ended September 30, 2022 and 2021, respectively. Refer to Note 8 “ Goodwill and Intangible Assets Naming Rights Fees - The present value of the annual naming rights fees was recorded as part of the cost of the naming rights intangible asset with a corresponding liability which will be accreted through interest expense over the life of the agreement. The total value of the liability as of September 30, 2022 and December 31, 2021 was $59.2 million and $58.9 million, respectively. The short-term portion of the liability, which was $2.0 million as of September 30, 2022 and December 31, 2021, is recorded within “Accrued liabilities” and the long-term portion of the liability, which was $57.2 million and $56.9 million as of September 30, 2022 and December 31 2021, respectively, is recorded within “Naming rights liabilities” in the condensed consolidated balance sheets. Accretion expense reported in “Interest expense, net of amounts capitalized” in the condensed consolidated statements of operations was $1.1 million for the three months ended September 30, 2022 and 2021, and $3.3 million and $3.2 million for the nine months ended September 30, 2022 and 2021, respectively. Warrants and Options - The Company issued to Sinclair (1) 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”), (2) 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 (3) an option to purchase up to 1,639,669 additional shares in four tranches with purchase prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing (the “Options”). The exercise and purchase prices and the number of shares issuable upon exercise of the warrants and options are subject to customary anti-dilution adjustments. The issuance pursuant to the warrants and options of shares in excess of 19.9% of the Company’s currently outstanding shares was subject to the approval of the Company’s stockholders in accordance with the rules of the NYSE, which was obtained on January 27, 2021. Penny Warrants & Options . The Penny Warrants and Options are equity classified instruments under ASC 815, Derivatives and Hedging , (“ASC 815”). The fair value of the Penny Warrants approximates the fair value of the underlying shares and was $150.4 million on November 18, 2020 at issuance, and was recorded to “Additional paid-in-capital” in the condensed consolidated balance sheets, with an offset to the naming rights intangible asset. The fair value of the Options was $59.7 million as of December 31, 2021 and is recorded 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 9 “ Fair Value Measurements Tax Receivable Agreement - The Company is required to share 60% of the tax benefit the Company receives from the Penny Warrants, Options, Performance Warrants and payments under the TRA with Sinclair over the term of the agreement as tax benefit amounts are determined through the filing of the Company’s annual tax returns. Changes in estimate of the tax benefit to be realized and tax rates in effect at the time, among other changes, are treated as an adjustment to the naming rights intangible asset. The TRA liability was $35.8 million and $42.2 million as of September 30, 2022 and December 31, 2021, respectively, and is included in “Naming rights liabilities” in the condensed consolidated balance sheets. The change in value of the TRA liability is included in “Change in value of naming rights liabilities” in the condensed consolidated statements of operations. 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 : (1) the entity has insufficient equity to permit it to finance its activities without additional subordinated financial support (2) equity holders, as a group, lack the characteristics of a controlling financial interest or (3) the entity is structured with non-substantive voting rights. The primary beneficiary of a 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 the primary beneficiary of such entity. In determining whether it is the primary beneficiary of a 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 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 consolidated financial statements. As of September 30, 2022 and December 31, 2021 Breckenridge had total assets of $85.0 million and $85.4 million, respectively, and total liabilities of $70.9 million and $75.2 million, respectively. Breckenridge had revenues of $68.9 million and $229.7 million for the three and nine months ended September 30, 2022. 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. Related Party Transaction On September 26, 2019, prior to the Company’s acquisition of Gamesys, Gamesys (Holdings) Limited (“GHL”) was acquired by JPJ Group plc (“JPJ”) and subsequently renamed Gamesys. In connection with the JPJ acquisition, £10.0 million of the cash consideration was deferred and payable (plus interest) to GHL’s majority shareholders 30 months after closing. The Company recorded deferred consideration of $15.1 million within current liabilities of the condensed consolidated balance sheets as of December 31, 2021. Of such amount, approximately $7.4 million was payable to related parties as former majority shareholders. The Company paid the deferred consideration in April 2022. Provision (Benefit) for Income Taxes During the three months ended September 30, 2022 and 2021, the Company recorded a provision for income tax of $1.1 million, and a benefit for income tax of $5.4 million, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded a provision for income tax of $1.0 million, at an effective year to date tax rate of 1.6% and a provision for income tax of $16.8 million, at an effective year to date tax rate of 96.6%, respectively. 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. The 2021 year to date effective tax rate was higher than the US federal statutory rate of 21%, largely due to discrete items related to the gain on sale leaseback in Delaware and foreign currency translation. In the second quarter of 2022, the Company changed its assertion and will no longer permanently reinvest in its undistributed foreign earnings and plans to remit cash back to the United States. The Company has determined, based on certain tax planning strategies available, no deferred taxes were accrued related to unremitted earnings as of the period ending September 30, 2022. |
RECENTLY ADOPTED AND ISSUED ACC
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS Recently Issued Accounting Pronouncements Standards to be implemented In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update 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 is currently in the process of evaluating the impact of this amendment on its condensed consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers , which requires companies to recognize revenue in a way that depicts the transfer of promised goods or services. In addition, the standard requires more detailed disclosures to enable readers of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company generates revenue from four principal sources: gaming (which includes retail gaming, online gaming, sports betting and racing), hotel, food and beverage and 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 Company is currently engaged in gaming services, which include retail, online and racing. Additional services include hotel, food and beverage. The amount of revenue recognized by the Company is measured at the transaction price or the amount of consideration that the Company expects to receive through satisfaction of the identified performance obligations. Retail gaming, online gaming and sports betting revenue, each as described below, contain a single performance obligation. 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 food and beverage and hotel is the net amount collected from the customer for such goods and services. Hotel, food and beverage services have been determined to be separate, stand-alone performance obligations and revenue is recognized as the good or service is transferred at the point in time of the transaction. The following contains a description of each of the Company’s revenue streams: Gaming Revenue Retail Gaming The Company recognizes retail gaming revenue as the net win from gaming activities, which is the difference between gaming inflows and outflows, not the total amount wagered. Progressive jackpots are estimated and recognized as revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives. Gaming services contracts have two performance obligations for those customers earning incentives under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient to account for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the impact on the consolidated financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from the application of an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program contract liability based on the stand-alone selling price of the incentive earned for a hotel room stay, food and beverage or other amenity. The performance obligation related to loyalty program incentives are deferred and recognized as revenue upon redemption by the customer. The amount associated with gaming wagers is recognized at the point the wager occurs, as it is settled immediately. Gaming revenue includes the share of VLT revenue for Bally’s Twin River and Bally’s Tiverton, in each case, as determined by each property’s respective master VLT contracts with the State of Rhode Island. Bally’s Twin River is entitled to a 28.85% share of VLT revenue on the initial 3,002 units and a 26.00% share on VLT revenue generated from units in excess of 3,002 units. Beginning July 1, 2021, Bally’s Twin River is entitled to an additional 7.00% share of revenue on VLTs owned by the Company. Bally’s Tiverton is entitled to receive a percentage of VLT revenue that is equivalent to the percentage received by Bally’s Twin River. Gaming revenue also includes Bally’s Twin River’s and Bally’s Tiverton’s share of table games revenue. Bally’s Twin River and Bally’s Tiverton each were entitled to an 83.5% share of table games revenue generated as of September 30, 2022 and 2021. Revenue is recognized when the wager is settled, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company records revenue from its Rhode Island operations on a net basis which is the percentage share of VLT and table games revenue received as the Company acts as an agent in operating the gaming services on behalf of the State of Rhode Island. Gaming revenue also includes Bally’s Dover’s share of revenue as determined under the Delaware State Lottery Code from the date of its acquisition. Bally’s Dover is authorized to conduct video lottery, sports wagering, table game and internet gaming operations as one of three “Licensed Agents” under the Delaware State Lottery Code. Licensing, administration and control of gaming operations in Delaware is under the Delaware State Lottery Office and Delaware’s Department of Safety and Homeland Security, Division of Gaming Enforcement. As of September 30, 2022 and 2021, 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 also includes the casino revenue of Hard Rock Biloxi, Bally’s Black Hawk, beginning January 23, 2020, Bally’s Kansas City and Bally’s Vicksburg, beginning July 1, 2020, Bally’s Atlantic City, beginning November 18, 2020, Bally’s Shreveport, beginning December 23, 2020, Bally’s Lake Tahoe, beginning April 6, 2021, Bally’s Evansville, beginning June 3, 2021, Bally’s Quad Cities, beginning June 14, 2021 and Tropicana Las Vegas, beginning September 26, 2022, which is the aggregate net difference between gaming wins and losses, with deferred revenue recognized for prepaid deposits by 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 increases. Online gaming Online gaming refers to digital versions of wagering games available in land-based casinos, such as blackjack, roulette and slot machines. For these offerings, the Company operates similarly to land-based casinos, generating revenue from user wagers net of payouts and incentives awarded to users. Online gaming revenue includes the online bingo and casino revenue of Gamesys, beginning October 1, 2021. The revenue is earned from operating online bingo and casino websites, which consists of the difference between total amounts wagered by players less winnings payable to players, bonuses allocated and jackpot contributions. Online gaming revenue is recognized at the point in time when the player completes a gaming session and payout occurs. There is no significant degree of uncertainty involved in quantifying the amount of gaming revenue earned, including bonuses, jackpot contributions and loyalty points. Bonuses, jackpot contributions and loyalty points are measured at fair value at each reporting date. Sports betting Sports betting involves a user wagering money on an outcome or series of outcomes. If a user wins the wager, the Company pays the user 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 users. Revenue is recognized as total wagers net of payouts made and incentives awarded to users. During 2020, the Company entered into several multi-year agreements with third-party operators for online sports betting and iGaming market access in the states of Colorado and New Jersey from which the Company has received or expects to receive one-time, up front market access fees in cash or equity securities (specific to one operator agreement) and certain other fees in cash generally based on a percentage of the gross gaming revenue generated by the operator, with certain annual minimum guarantees due to the Company. The one-time market access fees received have been recorded as deferred revenue and will be recognized as gaming revenue ratably over the respective contract terms, beginning with the commencement of operations of each respective agreement. The Company recognized commissions in certain states from online sports betting and iGaming which are included in gaming revenue for the three and nine months ended September 30, 2022 and 2021. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $6.5 million and $6.8 million as of September 30, 2022 and December 31, 2021, respectively, and is included in “Accrued liabilities” and “Other long-term liabilities” in the condensed consolidated balance sheets. All other revenues, including market access, daily fantasy sports and B2B service revenue generated by the North America Interactive and International Interactive reportable segments, are recognized at the time the goods are sold or the service is provided. Racing Racing revenue includes Bally’s Twin River’s, Bally’s Tiverton’s, Bally’s Arapahoe Park’s and Bally’s Dover’s share of wagering from live racing and the import of simulcast signals. Racing revenue is recognized upon completion of the wager based upon an established take-out percentage. The Company functions as an agent to the pari-mutuel pool. Therefore, fees and obligations related to the Company’s share of purse funding, simulcasting fees, tote fees, pari-mutuel taxes, and other fees directly related to the Company’s racing operations are reported on a net basis and included as a reduction to racing revenue. Hotel, Food and Beverage and Retail, Entertainment and Other Revenue Hotel revenue is recognized at the time of occupancy, which is when the customer obtains control through occupancy of the room. Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met. Food and beverage 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 and beverage as well as 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 hotel, food and beverage revenue within our consolidated statements of operations. The estimated retail value related to goods and services provided to guests without charge or upon redemption under the Company’s player loyalty programs included in departmental revenues, and therefore reducing gaming revenues, are as follows for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Hotel $ 24,840 $ 18,410 $ 60,165 $ 37,813 Food and beverage 16,670 18,505 51,436 44,334 Retail, entertainment and other 6,773 2,513 11,559 4,923 $ 48,283 $ 39,428 $ 123,160 $ 87,070 Sales tax and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in revenue or operating expenses. In the fourth quarter of 2021, the Company changed its reportable segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. Refer to Note 18 “ Segment Reporting (in thousands) Casinos & Resorts North America Interactive International Interactive Total Three Months Ended September 30, 2022 Gaming $ 237,951 $ 10,567 $ 217,215 $ 465,733 Hotel 45,675 — — 45,675 Food and beverage 31,724 — — 31,724 Retail, entertainment and other 13,190 11,563 10,364 35,117 Total revenue $ 328,540 $ 22,130 $ 227,579 $ 578,249 Three Months Ended September 30, 2021 Gaming $ 229,034 $ 2,764 $ — $ 231,798 Hotel 32,903 — — 32,903 Food and beverage 29,504 — — 29,504 Retail, entertainment and other 11,929 8,645 — 20,574 Total revenue $ 303,370 $ 11,409 $ — $ 314,779 Nine Months Ended September 30, 2022 Gaming $ 681,472 $ 25,080 $ 677,971 $ 1,384,523 Hotel 106,539 — — 106,539 Food and beverage 83,147 — — 83,147 Retail, entertainment and other 37,227 30,327 37,253 104,807 Total revenue $ 908,385 $ 55,407 $ 715,224 $ 1,679,016 Nine Months Ended September 30, 2021 Gaming $ 590,162 $ 4,404 $ — $ 594,566 Hotel 68,277 — — 68,277 Food and beverage 68,386 — — 68,386 Retail, entertainment and other 28,166 15,383 — 43,549 Total revenue $ 754,991 $ 19,787 $ — $ 774,778 Revenue included in operations from Bally’s Lake Tahoe from the date of its acquisition, April 6, 2021, Bally’s Evansville from the date of its acquisition, June 3, 2021, Bally’s Quad Cities from the date of its acquisition, June 14, 2021 and Tropicana Las Vegas from the date of its acquisition, September 26, 2022, are reported in Casinos & Resorts. Revenue included in operations from SportCaller from the date of its acquisition, February 5, 2021, MKF from the date of its acquisition, March 23, 2021, Bally’s Interactive from the date of its acquisition, May 28, 2021, AVP from the date of its acquisition, July 12, 2021, Telescope from the date of its acquisition, August 12, 2021, Degree 53 from the date of its acquisition, October 25, 2021, and the North American operations of Gamesys from the date of its acquisition, October 1, 2021, are reported in North America Interactive. Revenue included in operations from the European and Asian activities from Gamesys is reported in International Interactive. Refer to Note 5 “ Acquisitions 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 $43.2 million and $35.5 million as of September 30, 2022 and December 31, 2021, respectively. The Company has the following liabilities related to contracts with customers: liabilities for loyalty programs, advance deposits made for goods and services yet to be provided and unpaid wagers. All of the contract liabilities are short-term in nature and are included in “Accrued liabilities” in the condensed consolidated balance sheets. Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next 12 months. While properties were operating at limited capacity, many properties extended the expiration dates for tiered status programs or temporarily suspended periodic purges of unused loyalty points. As properties have resumed operations at full capacity, many have reinstated their pre-COVID-19 practices or put new loyalty programs into place. 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, unpaid slot and pari-mutuel and sports betting tickets. Liabilities related to contracts with customers as of September 30, 2022 and December 31, 2021 were as follows: September 30, December 31, (in thousands) 2022 2021 Loyalty programs $ 19,564 $ 19,371 Advanced deposits from customers 30,220 33,062 Unpaid wagers 12,801 11,440 Total $ 62,585 $ 63,873 The Company recognized $7.1 million and $5.8 million of revenue related to loyalty program redemptions for the three months ended September 30, 2022 and 2021, respectively, and $23.0 million and $18.0 million for the nine months ended September 30, 2022 and 2021, respectively. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS Recent Acquisitions The Company accounted for all of the following 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 Gamesys and certain of the Bally’s Interactive Acquisitions, as defined below, 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 $9.3 million and $24.7 million during the three and nine months ended September 30, 2022, respectively, and $6.8 million and $37.5 million during the three and nine months ended September 30, 2021, respectively. These costs are included in “Acquisition, integration and restructuring” in the condensed consolidated statements of operations. Refer to Note 11 “ Acquisition, Integration and Restructuring Bally’s Lake Tahoe On April 6, 2021, the Company acquired Bally’s Lake Tahoe in Lake Tahoe, Nevada from Eldorado Resorts, Inc. (“Eldorado”) and certain of its affiliates for $14.2 million, payable in cash 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 as of December 31, 2021 and was paid in April 2022. The identifiable intangible assets recorded in connection with the closing of the Bally’s Lake Tahoe acquisition include gaming licenses of $5.2 million with an indefinite life and a trade name of $0.2 million, which was amortized on a straight-line basis over its estimated useful life of approximately six months. The fair value of the identifiable intangible assets acquired was determined by using an income approach. The following table summarizes the consideration paid and the 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 December 31, 2021 Year to Date Adjustments Final Total current assets $ 4,683 $ — $ 4,683 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 (3,402) (144) (3,546) Lease liabilities (52,927) — (52,927) Other long-term liabilities (941) 37 (904) Net assets acquired 16,221 (107) 16,114 Bargain purchase gain (2,049) 107 (1,942) Total purchase price $ 14,172 $ — $ 14,172 During the year ended December 31, 2021, the Company recorded a bargain purchase gain of $2.0 million based on the preliminary purchase price allocation as the fair value of the assets acquired and liabilities assumed exceeded the purchase price consideration. During the nine months ended September 30, 2022, based on the final purchase price allocation, an adjustment of $0.1 million was recorded reducing the bargain purchase gain to $1.9 million. 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 whereby Eldorado was required by the Federal Trade Commission to divest the properties 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 US. 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. Cash paid by the Company at closing, net of $9.4 million cash acquired, was $130.4 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 GLPI for the Bally’s Dover property. Refer to Note 13 “ Leases The identifiable intangible assets recorded in connection with the closing of the Bally’s Evansville acquisition 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 fair value of the identifiable intangible assets acquired was determined by using an income approach. The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Evansville on June 3, 2021. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2022. As of June 3, 2021 (in thousands) Final Cash and cash equivalents $ 9,355 Accounts receivable, net 1,474 Inventory and prepaid expenses and other current assets 1,202 Property and equipment, net 12,325 Right of use assets, net 285,772 Intangible assets, net 154,210 Other assets 468 Accounts payable and accrued liabilities (10,927) Lease liabilities (285,772) Deferred tax liability (7,233) Other long-term liabilities (310) Net assets acquired 160,564 Bargain purchase gain (20,856) Total purchase price $ 139,708 The fair value of the assets acquired and liabilities assumed exceeded the purchase price consideration and therefore, a bargain purchase gain of $20.9 million was recorded during the year ended December 31, 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, coupled with the timing of the agreement to purchase which was in the middle of COVID-19 related shutdowns of casinos in the US. Bally’s Quad Cities 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 acquired all of the outstanding equity securities of The Rock Island Boatworks, Inc., for a purchase price of $118.9 million in cash. Cash paid by the Company, net of $2.9 million cash acquired and the $4.0 million deposit paid in the third quarter of 2020, was $112.0 million, excluding transaction costs. The identifiable intangible assets recorded in connection with the closing of the Bally’s Quad Cities acquisition include gaming licenses of $30.3 million with an indefinite life, as well as rated player relationships and a trade name 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 nine years and four months, respectively. The fair value of the identifiable intangible assets acquired was determined by using an income approach. Goodwill recognized is deductible for local tax purposes and has been assigned as of the acquisition date to the Company’s Casinos & Resorts reportable segment, which includes the reporting unit expected to benefit from the synergies of the acquisition. Qualitative factors that contribute to the recognition of goodwill include an organized workforce and expected synergies from integrating the property into the Company’s casino portfolio and future development of its omni-channel strategy. The following table summarizes the consideration paid and the 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 December 31, 2021 Year to Date Adjustments Final Cash and cash equivalents $ 2,933 $ — $ 2,933 Accounts receivable, net 2,986 — 2,986 Inventory and prepaid expenses and other current assets 798 — 798 Property and equipment, net 73,135 — 73,135 Intangible assets, net 31,180 — 31,180 Goodwill 14,593 (1,285) 13,308 Total current liabilities (6,697) 1,285 (5,412) Total purchase price $ 118,928 $ — $ 118,928 Tropicana Las Vegas On September 26, 2022, the Company completed its acquisition of the non-land assets of Tropicana Las Vegas from Penn Entertainment, Inc. (“PENN”) and GLPI. The total purchase price was $148.3 million. Cash paid by the Company at closing net of $1.8 million cash acquired, was $146.5 million, excluding transaction costs. In connection with the acquisition of Tropicana Las Vegas, the Company entered into a lease arrangement with GLPI to lease the land underlying the Tropicana Las Vegas property for an initial term of 50 years at annual rent of $10.5 million. The identifiable intangible assets recorded in connection with the closing of the Tropicana Las Vegas acquisition are based on preliminary valuations and 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. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach. Goodwill recognized is deductible for local tax purposes and has been assigned as of the acquisition date to the Company’s Casinos & Resorts reportable segment, which includes the reporting unit expected to benefit from the synergies of the acquisition. Qualitative factors that contribute to the recognition of goodwill include an organized workforce and expected synergies from integrating the property into the Company’s casino portfolio and future development of its omni-channel strategy. The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Tropicana Las Vegas acquisition on September 26, 2022. (in thousands) Preliminary as of September 30, 2022 Cash and cash equivalents $ 1,775 Accounts receivable, net 4,384 Inventory and prepaid expenses and other current assets 4,622 Property and equipment, net 136,116 Right of use assets, net 164,347 Intangible assets, net 5,140 Goodwill 4,402 Other assets 766 Total current liabilities (8,725) Lease liabilities (164,173) Other long-term liabilities (395) Total purchase price $ 148,259 North America 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 US Dollar (“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 $22.4 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 9 “ Fair Value Measurements Bally’s Interactive - On May 28, 2021, the Company acquired Bally’s Interactive, formerly Bet.Works Corp., for total consideration of $192.1 million, which consisted of $70.4 million in cash, net of cash acquired, and 2,084,765 of the Company’s common shares, subject in each case to customary adjustments. The shareholders of Bally’s 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 US, for $10.0 million in cash. 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 $25.9 million in cash, net of cash acquired. 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. During the three and nine months ended September 30, 2022, certain selling shareholders exercised their right to convert to Bally’s common stock reducing the non-controlling interest. Earnings attributable to the non-controlling interest are not material for the three and nine months ended September 30, 2022 and 2021. Degree 53 - On October 25, 2021, the Company acquired Degree 53, a UK-based creative agency that specializes in multi-channel website and personalized mobile app and software development for the online gambling and sports industries, for $7.8 million in cash, net of cash acquired. The identifiable intangible assets recorded in connection with the closing of SportCaller, MKF, Bally’s Interactive, AVP, Telescope and Degree 53 (collectively the “North America Interactive Acquisitions”) include customer relationships of $41.5 million, which are being amortized over estimated useful lives between three three The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the North America Interactive Acquisitions. (in thousands) As of September 30, 2022 (1) Cash and cash equivalents $ 8,689 Accounts receivable, net 4,498 Prepaid expenses and other current assets 3,104 Property and equipment, net 596 Intangible assets, net 167,075 Goodwill 250,730 Total current liabilities (14,787) Deferred tax liability (15,811) Acquired non-controlling interest (3,760) Net investment in the North America Interactive Acquisitions $ 400,334 __________________________________ (1) As of September 30, 2022, the purchase price allocation of Degree 53 is preliminary and are final for Bally’s Interactive, AVP, Telescope, SportCaller and MKF. During the three and nine months ended September 30, 2022, the Company recorded purchase accounting adjustments for the North America Interactive Acquisitions, increasing both goodwill and accrued liabilities by $0.2 million. Gamesys Acquisition On October 1, 2021, the Company completed the acquisition of Gamesys. Total consideration was $2.60 billion, which consisted of $2.08 billion paid in cash and 9,773,537 shares of Bally’s common stock. Cash paid by the Company at closing, net of cash received of $183.3 million and a $10.3 million post-acquisition expense, explained below, was $1.90 billion, excluding transaction costs. The identifiable intangible assets recorded in connection with the closing of the Gamesys acquisition are based on preliminary valuations and primarily include customer relationships of $980.2 million and developed technology of $282.0 million, both of which are being amortized over seven years, and trade names of $249.8 million, which have indefinite lives. Total goodwill of $1.68 billion represents the excess purchase price over the preliminary fair value of the assets acquired and liabilities assumed. 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. Goodwill associated with the Gamesys acquisition is assigned as of the acquisition date to the Company’s International Interactive and North America Interactive reportable segments in the amounts of $1.65 billion and $33.3 million, respectively, which include the reporting units expected to benefit from the synergies arising from the acquisition. The assignment of goodwill to reporting units is based upon preliminary valuations subject to change throughout the measurement period. Goodwill recognized is not deductible for local tax purposes. In connection with the acquisition of Gamesys, certain unvested and outstanding equity options held by Gamesys employees were discretionarily accelerated and vested by the Gamesys Board of Directors, requiring allocation of the fair value of post-acquisition service to purchase consideration, with the remainder allocated to non-recurring post-acquisition expense. The fair value of $36.4 million was attributed to pre-acquisition service and included in consideration transferred. In the fourth quarter of 2021, the fair value of $10.3 million, attributable to post-acquisition expense was recorded within “Advertising, general, and administrative” expense in the consolidated statements of operations. 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 Gamesys as of October 1, 2021. (in thousands) Preliminary as of December 31, 2021 Year to Date Adjustments Preliminary as of September 30, 2022 Cash and cash equivalents and restricted cash $ 183,306 $ — $ 183,306 Accounts receivable, net 35,851 — 35,851 Prepaid expenses and other current assets 27,876 542 28,418 Property and equipment, net 15,230 — 15,230 Right of use assets, net 14,185 — 14,185 Goodwill 1,678,476 277 1,678,753 Intangible assets, net 1,513,023 — 1,513,023 Other assets 17,668 — 17,668 Accounts payable (47,881) — (47,881) Accrued income taxes (40,250) — (40,250) Accrued liabilities (177,109) (819) (177,928) Long-term debt, net (456,469) — (456,469) Lease liabilities (14,185) — (14,185) Deferred tax liability (143,924) — (143,924) Other long-term liabilities (6,680) — (6,680) Total purchase price $ 2,599,117 $ — $ 2,599,117 |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets Disclosure | PREPAID EXPENSES AND OTHER CURRENT ASSETS As of September 30, 2022 and December 31, 2021, prepaid expenses and other current assets was comprised of the following: September 30, December 31, (in thousands) 2022 2021 Services and license agreements $ 23,340 $ 21,496 Due from payment service providers 21,246 15,984 Sales tax 8,346 18,308 Deposits 6,077 8,748 Prepaid marketing 6,154 10,066 Convertible loans 4,796 — Purse funds 9,336 8,286 Unbilled revenue 3,504 7,759 Prepaid insurance 9,369 9,637 Other 8,566 4,179 Total prepaid expenses and other current assets $ 100,734 $ 104,463 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | PROPERTY AND EQUIPMENT As of September 30, 2022 and December 31, 2021, property and equipment was comprised of the following: September 30, December 31, (in thousands) 2022 2021 Land $ 59,378 $ 75,328 Land improvements 31,197 34,704 Building and improvements 743,936 650,837 Equipment 232,388 182,006 Furniture and fixtures 60,937 47,258 Construction in process 89,335 53,715 Total property, plant and equipment 1,217,171 1,043,848 Less: Accumulated depreciation (246,571) (205,197) Property and equipment, net $ 970,600 $ 838,651 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS The change in carrying value of goodwill by reportable segment for the nine months ended September 30, 2022 is as follows (in thousands): Casinos & Resorts North America Interactive International Interactive Total Goodwill as of December 31, 2021 (1) $ 201,952 $ 283,358 $ 1,637,343 $ 2,122,653 Goodwill from current year business acquisitions 4,402 — — 4,402 Effect of foreign exchange — (3,001) (266,363) (269,364) Purchase accounting adjustments on prior year business acquisitions (1,285) 239 277 (769) Goodwill as of September 30, 2022 (1) $ 205,069 $ 280,596 $ 1,371,257 $ 1,856,922 __________________________________ (1) Casinos & Resorts amounts are net of accumulated goodwill impairment charges of $5.4 million. The change in intangible assets, net for the nine months ended September 30, 2022 is as follows (in thousands): Intangible assets, net as of December 31, 2021 $ 2,477,952 Additions in current period 106,354 Change in TRA with Sinclair (1) (6,410) Effect of foreign exchange (223,931) Other (574) Less: Amortization (177,626) Intangible assets, net as of September 30, 2022 $ 2,175,765 __________________________________ (1) Refer to Note 2 “ Significant Accounting Policies The Company’s identifiable intangible assets consist of the following: Weighted September 30, 2022 (in thousands, except years) Gross Carrying Amount Accumulated Net Amortizable intangible assets: Naming rights - Sinclair (1) 8.5 $ 330,981 $ (50,740) $ 280,241 Trade names 9.2 28,697 (17,308) 11,389 Hard Rock license 24.7 8,000 (2,000) 6,000 Customer relationships 6.0 873,889 (135,009) 738,880 Developed technology 6.5 345,730 (53,071) 292,659 Internally developed software 4.7 61,875 (4,317) 57,558 Gaming licenses 8.2 31,928 (3,740) 28,188 Other 2.9 4,789 (1,602) 3,187 Total amortizable intangible assets 1,685,889 (267,787) 1,418,102 Intangible assets not subject to amortization: Gaming licenses Indefinite 529,171 — 529,171 Trade names Indefinite 227,486 — 227,486 Other Indefinite 1,006 — 1,006 Total unamortizable intangible assets 757,663 — 757,663 Total intangible assets, net $ 2,443,552 $ (267,787) $ 2,175,765 __________________________________ (1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 2 “ Significant Accounting Policies Weighted December 31, 2021 (in thousands, except years) Gross Carrying Amount Accumulated Net Amortizable intangible assets: Naming rights - Sinclair (2) 9.2 $ 337,391 $ (25,721) $ 311,670 Trade names 10.6 28,439 (17,481) 10,958 Hard Rock license 25.5 8,000 (1,818) 6,182 Customer relationships 6.7 1,026,797 (46,789) 980,008 Developed technology 7.2 392,481 (19,690) 372,791 Internally developed software 4.8 20,952 (727) 20,225 Gaming licenses 10.0 30,409 (591) 29,818 Other 4.4 2,413 (1,121) 1,292 Total amortizable intangible assets 1,846,882 (113,938) 1,732,944 Intangible assets not subject to amortization: Gaming licenses Indefinite 478,171 — 478,171 Trade names Indefinite 265,099 — 265,099 Other Indefinite 1,738 — 1,738 Total unamortizable intangible assets 745,008 — 745,008 Total intangible assets, net $ 2,591,890 $ (113,938) $ 2,477,952 __________________________________ (2) See note (1) above. Amortization of intangible assets was approximately $56.8 million and $15.5 million for the three months ended September 30, 2022 and 2021, respectively, and approximately $177.6 million and $30.1 million for the nine months ended September 30, 2022 and 2021, respectively. The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of September 30, 2022: (in thousands) Remaining 2022 $ 56,530 2023 225,772 2024 222,339 2025 218,637 2026 214,106 Thereafter 480,718 Total $ 1,418,102 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company categorizes financial assets and liabilities based on the following fair value hierarchy: Level 1: Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly; Level 3: Unobservable inputs in which little or no market data exists requiring an entity to develop its own assumptions. The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement: September 30, 2022 (in thousands) Balance Sheet Location Level 1 Level 2 Level 3 Assets: Cash and cash equivalents Cash and cash equivalents $ 164,462 $ — $ — Restricted cash Cash and cash equivalents 55,669 — — Other current assets Prepaid expenses and other current assets 7 — — Convertible loans Prepaid expenses and other current assets 4,796 — — Convertible loans Other assets — — 4,685 Investments in equity securities Other assets 3,291 — — Total $ 228,225 $ — $ 4,685 Liabilities: Sinclair Performance Warrants Naming rights liabilities $ — $ — $ 36,116 Contingent consideration Contingent consideration payable — — 8,436 Total $ — $ — $ 44,552 December 31, 2021 (in thousands) Balance Sheet Location Level 1 Level 2 Level 3 Assets: Cash and cash equivalents Cash and cash equivalents $ 206,193 $ — $ — Restricted cash Cash and cash equivalents 68,647 — — Other current assets Prepaid expenses and other current assets 176 — — Convertible loans Other assets 5,905 — 2,025 Total $ 280,921 $ — $ 2,025 Liabilities: Sinclair Performance Warrants Naming rights liabilities $ — $ — $ 69,564 Contingent consideration Contingent consideration payable — — 34,931 Total $ — $ — $ 104,495 The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities: (in thousands) Sinclair Performance Warrants Contingent Consideration Convertible Loans Total Beginning as of December 31, 2021 $ 69,564 $ 34,931 $ 2,025 $ 106,520 Additions in the period (acquisition fair value) — — 3,277 3,277 Reductions in the period — (15,862) — (15,862) Change in fair value (33,448) (10,633) (617) (44,698) Ending as of September 30, 2022 $ 36,116 $ 8,436 $ 4,685 $ 49,237 (in thousands) Sinclair Performance Warrants Contingent Consideration Total Beginning as of December 31, 2020 $ 88,119 $ — $ 88,119 Additions in the period (acquisition fair value) — 58,623 58,623 Change in fair value (155) (14,932) (15,087) Ending as of September 30, 2021 $ 87,964 $ 43,691 $ 131,655 The gains (losses) recognized in the condensed consolidated statement of operations for derivatives not designated as hedging instruments during the three and nine months ended September 30, 2022 and 2021 are as follows: Condensed Consolidated Statements of Operations Location Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Foreign exchange forward contracts Other, net $ — $ (6,003) $ — $ (20,776) Sinclair Performance Warrants Change in value of naming rights liabilities $ 37 $ 6,965 $ 33,448 $ 155 Sinclair Options Change in value of naming rights liabilities $ — $ — $ — $ (1,526) Sinclair Performance Warrants Sinclair Performance Warrants are accounted for as a derivative instrument classified as a liability within Level 3 of the hierarchy as the warrants are not traded in active markets and are subject to certain assumptions and estimates made by management related to the probability of meeting performance milestones. These assumptions and the probability of meeting performance targets may have a significant impact on the value of the warrant. The Performance Warrants are valued using an option pricing model, considering the Company’s estimated probabilities of achieving the performance milestones for each tranche. Inputs to this valuation approach include volatility of 63%, risk free rates between 1.02% and 1.24%, the Company’s common stock price for each period and expected terms between 3.4 and 4.9 years. Sinclair Options As of December 31, 2020, the Options were accounted for as a derivative liability because the Options could have been required to be settled in cash, outside the Company’s control, prior to formal stockholder approval. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity, at which point, the Options were adjusted to fair value of $59.7 million and were reclassified from “Naming rights liabilities” to “Additional paid-in-capital” in the consolidated balance sheet. The increase in fair value of the Options from $58.2 million as of December 31, 2020, through January 27, 2021 was $1.5 million and resulted in a mark to market loss in the first quarter of 2021, reported within “Change in value of naming rights liabilities” in the consolidated statements of operations. The fair value was based on a Black-Scholes model using Level 2 inputs, including volatility rates, risk free rates, the Company’s common stock price and expected term. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity. Contingent consideration Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. In connection with the acquisitions of SportCaller and MKF on February 5, 2021 and March 23, 2021, respectively, the Company recorded contingent consideration at fair value of $58.6 million as of the acquisition dates. After the acquisition dates and until the contingencies are resolved, the fair value of contingent consideration payable is adjusted each reporting period based primarily on the expected probability of achievement of the contingency targets which are subject to management’s estimate and the Company’s stock price. These changes in fair value are recognized within “Other, net” of the condensed consolidated statements of operations. During the first quarter of 2022, the Company settled contingent consideration of $15.9 million comprised of 393,778 immediately exercisable penny warrants to MKF and 107,832 shares of Bally’s Corporation common stock and $0.1 million in cash to SportCaller in satisfaction of contingencies related to the respective acquisition agreements (as described in Note 5 “ Acquisitions Other current assets The Company has agreements with certain third-party sports betting operators for online sports betting and related iGaming market access. Pursuant to one of these agreements, the Company has a present right to payment for a fixed number of equity securities in exchange for market access. The Company recorded these securities as a stock receivable at their fair value based on quoted prices in active markets and classified within Level 1 of the hierarchy with changes to fair value included within “Other, net” of the condensed consolidated statements of operations. 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, net” of the condensed consolidated statements of operations. Investments in equity securities The Company has a long term investment in an unconsolidated entity which it accounts for under the equity method of accounting. The Company has elected the fair value option allowed by ASC 825, Financial Instruments , with respect to this investment. Under the fair value option, the investment is remeasured at fair value at each reporting period through earnings. The Company measures fair value using quoted prices in active markets that are classified within Level 1 of the hierarchy, with changes to fair value included within “Other, net” of the condensed consolidated statements of operations. Long-term debt The fair values of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets and are classified as a 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 amount of the Company’s long-term debt is net of debt issuance costs and debt discounts. Refer to Note 12 “ Long-Term Debt September 30, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan Facility $ 1,887,288 $ 1,930,413 $ 1,897,030 $ 1,945,000 5.625% Senior Notes due 2029 734,028 518,523 732,660 746,250 5.875% Senior Notes due 2031 732,607 503,458 731,537 754,223 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILTIES | ACCRUED LIABILITIES As of September 30, 2022 and December 31, 2021, accrued liabilities consisted of the following: (in thousands) September 30, December 31, GLPI advance deposit (1) $ 200,000 $ — Gaming liabilities 156,504 170,508 Compensation 55,253 49,764 Interest payable 14,767 46,292 Other 126,422 134,864 Total accrued liabilities $ 552,946 $ 401,428 __________________________________ (1) Refer to Note 13 “ Leases |
ACQUISITION, INTEGRATION AND RE
ACQUISITION, INTEGRATION AND RESTRUCTURING | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
ACQUISITION, INTEGRATION AND RESTRUCTURING | ACQUISITION, INTEGRATION AND RESTRUCTURING The following table reflects acquisition, integration and restructuring expenses the Company recorded during the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Acquisition and integration costs: Gamesys $ 2,941 $ 3,749 $ 4,119 $ 17,320 North America Interactive acquisitions (1) 686 842 3,033 4,833 Chicago, Illinois 2,226 — 8,098 — Other (2) 2,551 2,206 6,112 15,304 Total 8,404 6,797 21,362 37,457 Restructuring expense 878 — 3,312 — Total acquisition, integration and restructuring $ 9,282 $ 6,797 $ 24,674 $ 37,457 __________________________________ (1) Includes costs associated with the acquisition and integration of Bally’s Interactive, SportCaller, MKF, AVP and Telescope, which are included within the North America Interactive segment. (2) Includes costs in connection with the development of a casino in Centre County, Pennsylvania, the completed acquisitions of Bally’s Atlantic City, Bally’s Black Hawk, Bally’s Dover, Bally’s Evansville, Bally’s Lake Tahoe, Bally’s Quad Cities, Bally’s Shreveport, Tropicana Las Vegas and other transactions. Restructuring Expense |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT As of September 30, 2022 and December 31, 2021, long-term debt consisted of the following: (in thousands) September 30, December 31, Term Loan Facility $ 1,930,413 $ 1,945,000 Revolving Credit Facility 75,000 85,000 5.625% Senior Notes due 2029 750,000 750,000 5.875% Senior Notes due 2031 750,000 750,000 Less: Unamortized original issue discount (28,672) (31,425) Less: Unamortized deferred financing fees (47,818) (52,348) Long-term debt, including current portion 3,428,923 3,446,227 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 $ 3,409,473 $ 3,426,777 Senior Notes On August 20, 2021, two unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 (the “2029 Notes”) and $750.0 million aggregate principal amount of 5.875% Senior Notes due 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Senior Notes”). The Senior Notes were issued pursuant to an indenture, dated as of August 20, 2021, among the Escrow Issuers and U.S. Bank National Association, as trustee. Certain of the net proceeds from the Senior Notes offering were placed in escrow accounts for use in connection with the Gamesys acquisition. On October 1, 2021, upon the closing of the Gamesys acquisition, the Company assumed the issuer obligation under the Senior Notes. The Senior Notes are guaranteed, jointly and severally, by each of the Company’s restricted subsidiaries that guarantees the Company’s obligations under its Credit Agreement. The 2029 Notes mature on September 1, 2029 and the 2031 Notes mature on September 1, 2031. Interest is payable on the Senior Notes in cash semi-annually on March 1 and September 1 of each year, beginning on March 1, 2022. The Company may redeem some or all of the Senior Notes at any time prior to September 1, 2024, in the case of the 2029 Notes, and September 1, 2026, in the case of the 2031 Notes, at prices equal to 100% of the principal amount of the Senior Notes to be redeemed plus certain “make-whole” premiums, plus accrued and unpaid interest. In addition, prior to September 1, 2024, the Company may redeem up to 40% of the original principal amount of each series of the Senior Notes with proceeds of certain equity offerings at a redemption price equal to 105.625% of the principal amount, in the case of the 2029 Notes, and 105.875%, in the case of the 2031 Notes, plus accrued and unpaid interest. The Company may redeem some or all of the Senior Notes at any time on or after September 1, 2024, in the case of the 2029 Notes, and September 1, 2026, in the case of the 2031 Notes, at certain redemption prices set forth in the indenture plus accrued and unpaid interest. The indenture contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, (1) incur additional indebtedness, (2) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, (3) enter into certain transactions with affiliates, (4) sell or otherwise dispose of assets, (5) create or incur liens and (6) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are subject to exceptions and qualifications set forth in the indenture. Credit Facility On October 1, 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders party thereto, providing for senior secured financing of up to $2.565 billion, consisting of a senior secured term loan facility in an aggregate principal amount of $1.945 billion (the “Term Loan Facility”), which will mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”), which will mature in 2026. The credit facilities allow the Company to increase the size of the Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $650 million and 100% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio as set out in the Credit Agreement. The credit facilities are guaranteed by the Company’s restricted subsidiaries, subject to certain exceptions, and secured by a first-priority lien on substantially all of the Company’s and each of the guarantors’ assets, subject to certain exceptions. Borrowings under the credit facilities bear interest at a rate equal to, at the Company’s option, either (1) LIBOR determined by reference to the costs of funds for USD deposits for the interest period relevant to such borrowing, adjusted for certain additional costs and subject to a floor of 0.50% in the case of term loans and 0.00% in the case of revolving loans or (2) a base rate determined by reference to the greatest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the one-month LIBOR rate plus 1.00%, (d) solely in the case of term loans, 1.50%, and (e) solely in the case of revolving loans, 1.00%, in each case of clauses (1) and (2), plus an applicable margin. In addition, on a quarterly basis, the Company is required to pay each lender under the 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 September 30, 2022, the Company’s borrowings under the Revolving Credit Facility did not exceed 30% and therefore, financial covenants did not apply. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES GLPI Leases In connection with the acquisition of Bally’s Evansville, an affiliate of GLPI has agreed to acquire the real estate associated with Bally’s Evansville from the seller for $340.0 million and lease it to the Company under a master lease agreement (the “Master Lease”). GLPI also agreed to acquire the real estate associated with Bally’s Dover for $144.0 million and lease it back to the Company under the Master Lease. The Master Lease with GLPI has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $40.0 million, subject to escalation. The acquisition of Bally’s Evansville and commencement of the Master Lease occurred on June 3, 2021. During the second quarter of 2021, the Company sold the real estate associated with Bally’s Dover to GLPI and recorded a gain of $53.4 million representing the difference in the transaction price and the derecognition of assets. During the second quarter of 2021, the Company recognized a lease liability and corresponding right of use asset of $117.3 million and $276.9 million related to Bally’s Dover and Bally’s Evansville, respectively. On April 1, 2022, the Company completed the sale of its Bally’s Quad Cities and Bally’s Black Hawk properties to GLPI for $150.0 million, subsequently leasing the properties back under the above-mentioned Master Lease for combined minimum annual payments of $12.0 million, subject to escalation. During the second quarter of 2022, the Company recorded a net gain of $50.8 million, representing the difference in the transaction price and the derecognition of assets, and recorded lease liabilities and corresponding right of use assets of $82.7 million and $21.8 million, respectively. On September 26, 2022, the Company completed its acquisition of the non-land assets of Tropicana Las Vegas from PENN and GLPI for $148.3 million, subsequently leasing the land underlying the Tropicana Las Vegas property from GLPI, for an initial term of 50 years (with a maximum term of 99 years with renewal options) at annual rent of $10.5 million. During the third quarter of 2022, the Company recognized a lease liability and corresponding right of use asset of $164.2 million and $164.3 million, respectively. 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. During the third quarter of 2022, the Company received an advance deposit of $200.0 million in connection with an agreement entered into with GLP Capital, L.P., the operating partnership of GLPI (“GLP”), on June 28, 2022 to acquire the real property assets of Hard Rock Biloxi along with Bally’s Tiverton. Pursuant to the terms of the transaction, the Company will immediately lease back both properties under the above-mentioned Master Lease with GLPI. The deposit will be credited or repaid to GLP at the earlier of closing or December 31, 2023 and is recorded within “Accrued liabilities” in the condensed consolidated balance sheets. Operating Leases In addition to the operating lease components under the Master Lease, the Company is committed under various long-term operating lease agreements primarily related to submerged tidelands, property and equipment at Hard Rock Biloxi, Bally’s Kansas City, Bally’s Shreveport and Bally’s Lake Tahoe. These leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options. Certain of these leases include percentage rent payments based on property revenues and/or rent escalation provisions determined by increases in the consumer price index (“CPI”). These percentage rent and escalation provisions are treated as variable lease payments and recognized as lease expense in the period in which the obligation for those payments are incurred. Discount rates used to determine the present value of the lease payments are based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. In the second quarter of 2021, in connection with the acquisition of Bally’s Lake Tahoe, the Company assumed a lease for the real estate and land underlying the operations of Bally’s Lake Tahoe facility. The original term of the lease expires on December 31, 2035, at which point the Company will have five options to renew the lease for additional periods of five years each. The renewal options have not been included in the calculation of the lease liability or right of use asset as the Company is not reasonably certain to exercise the options. The fixed rent due under the lease can escalate each year based on changes in CPI. Additionally, the Company is obligated to pay an annual percentage rent based on property net revenues. Additionally, certain of the Company’s subsidiaries lease office space, data centers, parking space, memorabilia and equipment under agreements classified as operating leases that expire on various dates through 2030. Variable expenses generally represent the Company’s share of the landlord’s operating expenses, percentage rent and CPI increases. The Company does not have any leases classified as financing leases. The Company had operating lease liabilities of approximately $823.3 million and $531.0 million as of September 30, 2022 and December 31, 2021, respectively, and right of use assets of approximately $798.0 million and $507.8 million as of September 30, 2022 and December 31, 2021, respectively, which were included in the condensed consolidated balance sheets. Total lease cost under ASC 842 for the three and nine months ended September 30, 2022 and 2021 was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Operating leases: Operating lease cost $ 19,566 $ 13,214 $ 52,130 $ 20,909 Variable lease cost 2,301 706 6,119 1,624 Operating lease expense 21,867 13,920 58,249 22,533 Short-term lease expense 4,990 5,084 13,693 7,907 Total lease expense $ 26,857 $ 19,004 $ 71,942 $ 30,440 Supplemental cash flow and other information for the three and nine months ended September 30, 2022 and 2021, related to operating leases was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Cash paid for amounts included in the lease liability - operating cash flows from operating leases $ 17,816 $ 12,249 $ 46,823 $ 18,386 Right of use assets obtained in exchange for operating lease liabilities $ 166,607 $ 1,106 $ 316,729 $ 127,729 September 30, 2022 December 31, 2021 Weighted average remaining lease term 26.7 years 15.3 years Weighted average discount rate 8.2 % 6.1 % As of September 30, 2022, future minimum rental commitments under noncancelable operating leases are as follows: (in thousands) September 30, 2022 Remaining 2022 $ 21,615 2023 78,842 2024 82,641 2025 85,774 2026 85,003 Thereafter 1,349,439 Total 1,703,314 Less: present value discount (880,013) Operating lease liabilities $ 823,301 Future operating lease payments as shown above include $87.7 million related to extension options that are reasonably certain of being exercised. The Company also has leasing arrangements with third-party lessees at its properties. Leasing arrangements for which the Company acts as a lessor are not deemed material as of September 30, 2022 and December 31, 2021. |
EQUITY PLANS
EQUITY PLANS | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY PLANS | EQUITY PLANS Equity Incentive Plans The Company has three equity incentive plans: the 2010 BLB Worldwide Holdings, Inc. Stock Option Plan (the “2010 Option Plan”), the 2015 Stock Incentive Plan (“2015 Incentive Plan”) and the Bally’s Corporation 2021 Equity Incentive Plan (“2021 Incentive Plan”), collectively (the “Equity Incentive Plans”). The 2010 Option Plan provided for options to acquire 2,455,368 shares of the Company’s common stock. Options granted to employees, officers and directors of the Company under the 2010 Option Plan vested on various schedules by individual as defined in the individual participants’ option agreements. Vested options can generally be exercised all or in part at any time until the tenth anniversary of the date of grant. Effective December 9, 2015, it was determined that no new awards would be granted under the 2010 Option Plan. During the three months ended March 31, 2022, there were 20,000 options exercised at a weighted average exercise price of $4.31 per share and an aggregate intrinsic value of $0.1 million. As of September 30, 2022, there were no unexercised options outstanding. 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 nine months ended September 30, 2022, the Company granted 427,484 restricted awards with an aggregate intrinsic value of $13.5 million under the 2021 Incentive Plan. As of September 30, 2022, 3,121,976 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 1,057,052 restricted awards outstanding as of September 30, 2022. Share-Based Compensation The Company recognized total share-based compensation expense of $6.7 million and $18.1 million for the three and nine months ended September 30, 2022, respectively, and $5.4 million and $13.8 million for the three and nine months ended September 30, 2021, respectively. The total income tax benefit for share-based compensation arrangements was $1.8 million and $1.5 million for the three months ended September 30, 2022 and 2021, respectively, and $4.7 million and $4.0 million for the nine months ended September 30, 2022 and 2021, respectively. |
BENEFIT PLANS
BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS The Company participates in and contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain of its union-represented employees. The Company acquired a defined benefit pension plan with the acquisition of Bally’s Dover on March 28, 2019 (“Dover Downs Pension Plan”) which is a non-contributory, tax qualified defined benefit pension plan that has been frozen since July 2011. Dover Downs Defined Benefit Pension Plan The net periodic benefit (income) cost and other changes in plan assets and benefit obligations, excluding service cost, is set forth in the table below for the three and nine months ended September 30, 2022 and 2021. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Service cost $ — $ — $ — $ — Interest cost 202 224 606 672 Expected return on plan assets (443) (357) (1,329) (1,071) Net periodic benefit income $ (241) $ (133) $ (723) $ (399) Contributions There is no minimum pension contribution required to be made to the Dover Downs Pension Plan under the Employee Retirement Income Security Act of 1974, as amended in 2021, for the year ended December 31, 2022. The Company does not expect to contribute in 2022. There were no contributions made to the Dover Downs Pension Plan during the three and nine months ended September 30, 2022, and $0.2 million and $0.4 million in contributions made to the Dover Downs Pension Plan during the three and nine months ended September 30, 2021, respectively. Defined Contribution Plans The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its US non-union employees and certain union employees. The plan allows employees to defer up to the lesser of the Internal Revenue Code prescribed maximum amount or 100% of their income on a pre-tax basis through contributions to the plan. Gamesys also operates defined contribution retirement benefit plans for their UK, US, Toronto, Isle of Man and Gibraltar offices. Eligible employees are allowed to contribute between 3-5% of their base salary to the various plans and the Company matches all employee contributions. Total employer contribution expense was $1.6 million and $0.9 million for the three months ended September 30, 2022 and 2021, respectively, and $5.4 million and $2.2 million for the nine months ended September 30, 2022 and 2021, respectively. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Capital Return Program and Quarterly Cash Dividend On July 27, 2022, the Company completed a modified Dutch auction tender offer (the “Offer”) and repurchased 4.7 million shares of its common stock for cash at a price of $22.00 per share for an aggregate purchase price of $103.3 million. Total share repurchase activity during the nine months ended September 30, 2022 was as follows: (in thousands, except share and per share data) Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Number of common shares repurchased 5,368,334 5,718,950 Total cost $ 119,254 $ 132,542 Average cost per share, including commissions $ 22.21 $ 23.18 __________________________________ There was no share repurchase activity during the three and nine months ended September 30, 2021. Future share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market conditions and other factors. There is no fixed time period to complete share repurchases. The Company retired 5,368,334 and 6,514,528 shares of its common stock held in treasury during the three and nine months ended September 30, 2022, respectively. The Company retired 10,042 and 2,099,268 shares of its common stock held in treasury during the three and nine months ended September 30, 2021, respectively. The shares were returned to the status of authorized but unissued shares. As of September 30, 2022, there were no shares remaining in treasury. There were no cash dividends paid during the nine months ended September 30, 2022 and 2021. As of September 30, 2022 and December 31, 2021, $215.4 million and $347.9 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 September 30, 2022 and December 31, 2021, no shares of preferred stock have been issued. Shares Outstanding As of September 30, 2022, the Company had 47,287,301 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 as of September 30, 2022 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 5) 34,455 MKF contingent shares (Note 5) 339,848 Telescope contingent shares (Note 5) 11,533 SportCaller contingent shares (2) (Note 5) 319,276 Outstanding awards under Equity Incentive Plans (Note 14) 1,057,052 14,592,894 __________________________________ (1) Consists of four equal tranches to purchase shares with exercise prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing of the Sinclair Agreement. (2) The contingent consideration related to the SportCaller acquisition is 6.5M EUR as of September 30, 2022, payable in shares subject to certain post-acquisition earn-out targets and based on share price at time of payment. For purposes of this estimate, the Company used the EUR>US Dollar conversion rate of 0.9706 as of September 30, 2022 and the closing share price of Company common shares of $19.76 per share to calculate the shares expected to be issued if earn-out targets are met. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Comprehensive Income (Loss) Note | ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables reflect the changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2022 and 2021, respectively: (in thousands) Foreign Currency Translation Adjustment Benefit Plans Total Accumulated other comprehensive loss at December 31, 2021 $ (25,833) $ (976) $ (26,809) Current period other comprehensive loss (483,548) — (483,548) Accumulated other comprehensive loss at September 30, 2022 $ (509,381) $ (976) $ (510,357) (in thousands) Foreign Currency Translation Adjustment Benefit Plans Total Accumulated other comprehensive loss at December 31, 2020 $ — $ (3,144) $ (3,144) Current period other comprehensive loss (1,414) — (1,414) Reclassification adjustment to net earnings — 122 122 Accumulated other comprehensive loss at September 30, 2021 $ (1,414) $ (3,022) $ (4,436) |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING During the fourth quarter of 2021, the Company updated its operating and reportable segments to better align with its strategic growth initiatives in light of recent acquisitions. The growth and diversification achieved through the Company’s recent acquisitions resulted in a change in the way the Company’s chief operating decision maker makes operating decisions, assesses the performance of the business and allocates resources. As a result of this realignment, the Company determined it had three operating and reportable segments: Casinos & Resorts, North America Interactive and International Interactive. The “Other” category includes interest expense for the Company and certain unallocated corporate operating expenses and other adjustments, including eliminations of transactions among segments to reconcile to the Company’s consolidated results including, among other expenses, share-based compensation, merger and acquisition costs and certain non-recurring charges. During the first quarter of 2022 as a result of the segment realignment noted above, the Company changed its methodology for allocating certain corporate operating expenses within advertising, general and administrative expense previously reported in “Other” to directly apply such costs to the segment supported. The prior year results presented below were reclassified to conform to the new segment presentation. The Company’s three reportable segments as of September 30, 2022 are: Casinos & Resorts - Bally’s Atlantic City, Bally’s Black Hawk, Bally’s Dover, Bally’s Evansville, Bally’s Kansas City, Bally’s Lake Tahoe, Bally’s Quad Cities, Bally’s Shreveport, Bally’s Tiverton, Bally’s Twin River, Bally’s Vicksburg, Hard Rock Biloxi, Tropicana Las Vegas and Bally’s Arapahoe Park. North America Interactive - Bally’s Interactive, SportCaller, MKF, AVP, Telescope, Degree 53, Live at the Bike, Gamesys’ North American operations and online and mobile sports betting operations. International Interactive - Gamesys’ European and Asian operations. The Company is currently evaluating the impact of the development of casinos in Centre County, Pennsylvania and Chicago, Illinois on its operating and reportable segments; however, it is expected that they will be included within the Casinos & Resorts segment. As of September 30, 2022, 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. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues. The Company utilizes Adjusted EBITDA (defined below) as a measure of its performance. Management believes Adjusted EBITDA is representative of its ongoing business operations including its ability to service debt and to fund capital expenditures, acquisitions and operations, in addition to it being a commonly used measure of performance in the gaming industry and used by industry analysts to evaluate operations and operating performance. The following tables set forth certain operating data for the Company’s three reportable segments. The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements. Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Revenue Casinos & Resorts $ 328,540 $ 303,370 $ 908,385 $ 754,991 North America Interactive 22,130 11,409 55,407 19,787 International Interactive 227,579 — 715,224 — Total $ 578,249 $ 314,779 $ 1,679,016 $ 774,778 Adjusted EBITDA (1) Casinos & Resorts $ 106,905 $ 93,102 $ 268,696 $ 242,528 North America Interactive (19,672) (5,583) (59,871) (4,093) International Interactive 76,313 — 232,252 — Other (12,578) (9,670) (38,380) (27,229) Total 150,968 77,849 402,697 211,206 Operating income (expense) Depreciation and amortization (73,853) (29,000) (227,507) (67,503) Acquisition, integration and restructuring (9,282) (6,797) (24,674) (37,457) Share-based compensation (6,715) (5,449) (18,132) (13,833) Gain on sale-leaseback — — 50,766 53,425 Other (7,456) (8,869) (21,649) (8,098) Income from operations 53,662 27,734 161,501 137,740 Other income (expense) Interest expense, net of interest income (53,572) (31,306) (145,085) (72,879) Other 1,640 (59,473) 46,563 (47,518) Total other income (expense), net (51,932) (90,779) (98,522) (120,397) Income (loss) before income taxes 1,730 (63,045) 62,979 17,343 (Provision) benefit for income taxes (1,137) 5,400 (996) (16,751) Net income (loss) $ 593 $ (57,645) $ 61,983 $ 592 __________________________________ (1) Adjusted EBITDA is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments. Adjusted EBITDA should not be construed as an alternative to GAAP net income, its most directly comparable GAAP measure, nor is it directly comparable to similarly titled measures presented by other companies. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Capital Expenditures Casinos & Resorts $ 46,008 $ 24,698 $ 150,389 $ 59,228 North America Interactive 4,097 2,827 6,004 3,078 International Interactive 887 — 10,554 — Other 290 1,822 416 2,826 Total $ 51,282 $ 29,347 $ 167,363 $ 65,132 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE Basic earnings (loss) per common share is calculated in accordance with ASC 260, Earnings Per Share , which requires entities that have issued securities other than common stock that participate in dividends with common stock (“participating securities”) to apply the two-class method to compute basic earnings (loss) per common share. The two-class method is an earnings allocation method under which basic earnings (loss) per common share is calculated for each class of common stock and participating security as if all such earnings had been distributed during the period. To calculate basic earnings (loss) per share, the earnings allocated to common shares is divided by the weighted average number of common shares outstanding, contingently issuable warrants, and RSUs, RSAs, and PSUs for which no future service is required as a condition to the delivery of the underlying common stock (collectively, basic shares). Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which future service is required as a condition to the delivery of the underlying common stock. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2022 2021 2022 2021 Net income (loss) $ 593 $ (57,645) $ 61,983 $ 592 Weighted average shares outstanding - basic 57,020 49,506 59,170 45,573 Weighted average effect of dilutive securities 42 — 68 303 Weighted average shares outstanding - diluted 57,062 49,506 59,238 45,876 Basic earnings (loss) per share $ 0.01 $ (1.16) $ 1.05 $ 0.01 Diluted earnings (loss) per share $ 0.01 $ (1.16) $ 1.05 $ 0.01 There were 5,299,749 and 5,105,113 share-based awards that were considered anti-dilutive for the three and nine months ended September 30, 2022, respectively. There were 4,953,791 and 4,922,577 share-based awards that were considered anti-dilutive for the three and nine months ended September 30, 2021, respectively. 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 nine months ended September 30, 2022 and 2021, the shares underlying the Performance Warrants were anti-dilutive as certain contingencies were not met. Refer to Note 2 “ Significant Accounting Policies |
GENERAL INFORMATION (Policies)
GENERAL INFORMATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Standards to be implemented In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update 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 is currently in the process of evaluating the impact of this amendment on its condensed consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all cash balances and highly liquid investments with an original maturity of three months or less to be cash and cash equivalents. |
Consolidation, Variable Interest Entity, Policy | Variable Interest Entities The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics : (1) the entity has insufficient equity to permit it to finance its activities without additional subordinated financial support (2) equity holders, as a group, lack the characteristics of a controlling financial interest or (3) the entity is structured with non-substantive voting rights. The primary beneficiary of a 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 the primary beneficiary of such entity. In determining whether it is the primary beneficiary of a 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. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Restricted Cash | The following table reconciles cash and restricted cash in the condensed consolidated balance sheets to the total shown on the condensed consolidated statements of cash flows. September 30, December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 164,462 $ 206,193 Restricted cash 55,669 68,647 Total cash and cash equivalents and restricted cash $ 220,131 $ 274,840 |
Schedule of Cash and Restricted Cash | The following table reconciles cash and restricted cash in the condensed consolidated balance sheets to the total shown on the condensed consolidated statements of cash flows. September 30, December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 164,462 $ 206,193 Restricted cash 55,669 68,647 Total cash and cash equivalents and restricted cash $ 220,131 $ 274,840 |
Schedule of Accounts Receivable | Accounts receivable, net consists of the following: September 30, December 31, (in thousands) 2022 2021 Amounts due from Rhode Island and Delaware (1) $ 15,382 $ 10,575 Gaming receivables 13,829 10,576 Non-gaming receivables 41,323 31,481 Accounts receivable 70,534 52,632 Less: Allowance for doubtful accounts (6,371) (4,454) Accounts receivable, net $ 64,163 $ 48,178 __________________________________ (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. |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | As of September 30, 2022 and December 31, 2021, prepaid expenses and other current assets was comprised of the following: September 30, December 31, (in thousands) 2022 2021 Services and license agreements $ 23,340 $ 21,496 Due from payment service providers 21,246 15,984 Sales tax 8,346 18,308 Deposits 6,077 8,748 Prepaid marketing 6,154 10,066 Convertible loans 4,796 — Purse funds 9,336 8,286 Unbilled revenue 3,504 7,759 Prepaid insurance 9,369 9,637 Other 8,566 4,179 Total prepaid expenses and other current assets $ 100,734 $ 104,463 |
Property, Plant and Equipment | As of September 30, 2022 and December 31, 2021, property and equipment was comprised of the following: September 30, December 31, (in thousands) 2022 2021 Land $ 59,378 $ 75,328 Land improvements 31,197 34,704 Building and improvements 743,936 650,837 Equipment 232,388 182,006 Furniture and fixtures 60,937 47,258 Construction in process 89,335 53,715 Total property, plant and equipment 1,217,171 1,043,848 Less: Accumulated depreciation (246,571) (205,197) Property and equipment, net $ 970,600 $ 838,651 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Net Revenue | The estimated retail value related to goods and services provided to guests without charge or upon redemption under the Company’s player loyalty programs included in departmental revenues, and therefore reducing gaming revenues, are as follows for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Hotel $ 24,840 $ 18,410 $ 60,165 $ 37,813 Food and beverage 16,670 18,505 51,436 44,334 Retail, entertainment and other 6,773 2,513 11,559 4,923 $ 48,283 $ 39,428 $ 123,160 $ 87,070 (in thousands) Casinos & Resorts North America Interactive International Interactive Total Three Months Ended September 30, 2022 Gaming $ 237,951 $ 10,567 $ 217,215 $ 465,733 Hotel 45,675 — — 45,675 Food and beverage 31,724 — — 31,724 Retail, entertainment and other 13,190 11,563 10,364 35,117 Total revenue $ 328,540 $ 22,130 $ 227,579 $ 578,249 Three Months Ended September 30, 2021 Gaming $ 229,034 $ 2,764 $ — $ 231,798 Hotel 32,903 — — 32,903 Food and beverage 29,504 — — 29,504 Retail, entertainment and other 11,929 8,645 — 20,574 Total revenue $ 303,370 $ 11,409 $ — $ 314,779 Nine Months Ended September 30, 2022 Gaming $ 681,472 $ 25,080 $ 677,971 $ 1,384,523 Hotel 106,539 — — 106,539 Food and beverage 83,147 — — 83,147 Retail, entertainment and other 37,227 30,327 37,253 104,807 Total revenue $ 908,385 $ 55,407 $ 715,224 $ 1,679,016 Nine Months Ended September 30, 2021 Gaming $ 590,162 $ 4,404 $ — $ 594,566 Hotel 68,277 — — 68,277 Food and beverage 68,386 — — 68,386 Retail, entertainment and other 28,166 15,383 — 43,549 Total revenue $ 754,991 $ 19,787 $ — $ 774,778 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Liabilities related to contracts with customers as of September 30, 2022 and December 31, 2021 were as follows: September 30, December 31, (in thousands) 2022 2021 Loyalty programs $ 19,564 $ 19,371 Advanced deposits from customers 30,220 33,062 Unpaid wagers 12,801 11,440 Total $ 62,585 $ 63,873 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Lake Tahoe on April 6, 2021: As of April 6, 2021 (in thousands) Preliminary as of December 31, 2021 Year to Date Adjustments Final Total current assets $ 4,683 $ — $ 4,683 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 (3,402) (144) (3,546) Lease liabilities (52,927) — (52,927) Other long-term liabilities (941) 37 (904) Net assets acquired 16,221 (107) 16,114 Bargain purchase gain (2,049) 107 (1,942) Total purchase price $ 14,172 $ — $ 14,172 The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Evansville on June 3, 2021. There were no purchase accounting adjustments recorded during the nine months ended September 30, 2022. As of June 3, 2021 (in thousands) Final Cash and cash equivalents $ 9,355 Accounts receivable, net 1,474 Inventory and prepaid expenses and other current assets 1,202 Property and equipment, net 12,325 Right of use assets, net 285,772 Intangible assets, net 154,210 Other assets 468 Accounts payable and accrued liabilities (10,927) Lease liabilities (285,772) Deferred tax liability (7,233) Other long-term liabilities (310) Net assets acquired 160,564 Bargain purchase gain (20,856) Total purchase price $ 139,708 The following table summarizes the consideration paid and the 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 December 31, 2021 Year to Date Adjustments Final Cash and cash equivalents $ 2,933 $ — $ 2,933 Accounts receivable, net 2,986 — 2,986 Inventory and prepaid expenses and other current assets 798 — 798 Property and equipment, net 73,135 — 73,135 Intangible assets, net 31,180 — 31,180 Goodwill 14,593 (1,285) 13,308 Total current liabilities (6,697) 1,285 (5,412) Total purchase price $ 118,928 $ — $ 118,928 The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Tropicana Las Vegas acquisition on September 26, 2022. (in thousands) Preliminary as of September 30, 2022 Cash and cash equivalents $ 1,775 Accounts receivable, net 4,384 Inventory and prepaid expenses and other current assets 4,622 Property and equipment, net 136,116 Right of use assets, net 164,347 Intangible assets, net 5,140 Goodwill 4,402 Other assets 766 Total current liabilities (8,725) Lease liabilities (164,173) Other long-term liabilities (395) Total purchase price $ 148,259 The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the North America Interactive Acquisitions. (in thousands) As of September 30, 2022 (1) Cash and cash equivalents $ 8,689 Accounts receivable, net 4,498 Prepaid expenses and other current assets 3,104 Property and equipment, net 596 Intangible assets, net 167,075 Goodwill 250,730 Total current liabilities (14,787) Deferred tax liability (15,811) Acquired non-controlling interest (3,760) Net investment in the North America Interactive Acquisitions $ 400,334 __________________________________ (1) As of September 30, 2022, the purchase price allocation of Degree 53 is preliminary and are final for Bally’s Interactive, AVP, Telescope, SportCaller and MKF. During the three and nine months ended September 30, 2022, the Company recorded purchase accounting adjustments for the North America Interactive Acquisitions, increasing both goodwill and accrued liabilities by $0.2 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 Gamesys as of October 1, 2021. (in thousands) Preliminary as of December 31, 2021 Year to Date Adjustments Preliminary as of September 30, 2022 Cash and cash equivalents and restricted cash $ 183,306 $ — $ 183,306 Accounts receivable, net 35,851 — 35,851 Prepaid expenses and other current assets 27,876 542 28,418 Property and equipment, net 15,230 — 15,230 Right of use assets, net 14,185 — 14,185 Goodwill 1,678,476 277 1,678,753 Intangible assets, net 1,513,023 — 1,513,023 Other assets 17,668 — 17,668 Accounts payable (47,881) — (47,881) Accrued income taxes (40,250) — (40,250) Accrued liabilities (177,109) (819) (177,928) Long-term debt, net (456,469) — (456,469) Lease liabilities (14,185) — (14,185) Deferred tax liability (143,924) — (143,924) Other long-term liabilities (6,680) — (6,680) Total purchase price $ 2,599,117 $ — $ 2,599,117 |
Business Acquisition, Pro Forma Information | Three Months Ended Nine Months Ended (in thousands) September 30, 2021 September 30, 2021 Revenue $ 595,051 $ 1,676,782 Net loss $ (27,092) $ (53,411) |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | As of September 30, 2022 and December 31, 2021, prepaid expenses and other current assets was comprised of the following: September 30, December 31, (in thousands) 2022 2021 Services and license agreements $ 23,340 $ 21,496 Due from payment service providers 21,246 15,984 Sales tax 8,346 18,308 Deposits 6,077 8,748 Prepaid marketing 6,154 10,066 Convertible loans 4,796 — Purse funds 9,336 8,286 Unbilled revenue 3,504 7,759 Prepaid insurance 9,369 9,637 Other 8,566 4,179 Total prepaid expenses and other current assets $ 100,734 $ 104,463 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | As of September 30, 2022 and December 31, 2021, property and equipment was comprised of the following: September 30, December 31, (in thousands) 2022 2021 Land $ 59,378 $ 75,328 Land improvements 31,197 34,704 Building and improvements 743,936 650,837 Equipment 232,388 182,006 Furniture and fixtures 60,937 47,258 Construction in process 89,335 53,715 Total property, plant and equipment 1,217,171 1,043,848 Less: Accumulated depreciation (246,571) (205,197) Property and equipment, net $ 970,600 $ 838,651 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in carrying value of goodwill by reportable segment for the nine months ended September 30, 2022 is as follows (in thousands): Casinos & Resorts North America Interactive International Interactive Total Goodwill as of December 31, 2021 (1) $ 201,952 $ 283,358 $ 1,637,343 $ 2,122,653 Goodwill from current year business acquisitions 4,402 — — 4,402 Effect of foreign exchange — (3,001) (266,363) (269,364) Purchase accounting adjustments on prior year business acquisitions (1,285) 239 277 (769) Goodwill as of September 30, 2022 (1) $ 205,069 $ 280,596 $ 1,371,257 $ 1,856,922 __________________________________ |
Schedule of Finite-Lived Intangible Assets | The change in intangible assets, net for the nine months ended September 30, 2022 is as follows (in thousands): Intangible assets, net as of December 31, 2021 $ 2,477,952 Additions in current period 106,354 Change in TRA with Sinclair (1) (6,410) Effect of foreign exchange (223,931) Other (574) Less: Amortization (177,626) Intangible assets, net as of September 30, 2022 $ 2,175,765 __________________________________ (1) Refer to Note 2 “ Significant Accounting Policies The Company’s identifiable intangible assets consist of the following: Weighted September 30, 2022 (in thousands, except years) Gross Carrying Amount Accumulated Net Amortizable intangible assets: Naming rights - Sinclair (1) 8.5 $ 330,981 $ (50,740) $ 280,241 Trade names 9.2 28,697 (17,308) 11,389 Hard Rock license 24.7 8,000 (2,000) 6,000 Customer relationships 6.0 873,889 (135,009) 738,880 Developed technology 6.5 345,730 (53,071) 292,659 Internally developed software 4.7 61,875 (4,317) 57,558 Gaming licenses 8.2 31,928 (3,740) 28,188 Other 2.9 4,789 (1,602) 3,187 Total amortizable intangible assets 1,685,889 (267,787) 1,418,102 Intangible assets not subject to amortization: Gaming licenses Indefinite 529,171 — 529,171 Trade names Indefinite 227,486 — 227,486 Other Indefinite 1,006 — 1,006 Total unamortizable intangible assets 757,663 — 757,663 Total intangible assets, net $ 2,443,552 $ (267,787) $ 2,175,765 __________________________________ (1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 2 “ Significant Accounting Policies Weighted December 31, 2021 (in thousands, except years) Gross Carrying Amount Accumulated Net Amortizable intangible assets: Naming rights - Sinclair (2) 9.2 $ 337,391 $ (25,721) $ 311,670 Trade names 10.6 28,439 (17,481) 10,958 Hard Rock license 25.5 8,000 (1,818) 6,182 Customer relationships 6.7 1,026,797 (46,789) 980,008 Developed technology 7.2 392,481 (19,690) 372,791 Internally developed software 4.8 20,952 (727) 20,225 Gaming licenses 10.0 30,409 (591) 29,818 Other 4.4 2,413 (1,121) 1,292 Total amortizable intangible assets 1,846,882 (113,938) 1,732,944 Intangible assets not subject to amortization: Gaming licenses Indefinite 478,171 — 478,171 Trade names Indefinite 265,099 — 265,099 Other Indefinite 1,738 — 1,738 Total unamortizable intangible assets 745,008 — 745,008 Total intangible assets, net $ 2,591,890 $ (113,938) $ 2,477,952 __________________________________ (2) See note (1) above. Amortization of intangible assets was approximately $56.8 million and $15.5 million for the three months ended September 30, 2022 and 2021, respectively, and approximately $177.6 million and $30.1 million for the nine months ended September 30, 2022 and 2021, respectively. The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of September 30, 2022: (in thousands) Remaining 2022 $ 56,530 2023 225,772 2024 222,339 2025 218,637 2026 214,106 Thereafter 480,718 Total $ 1,418,102 |
Schedule of Indefinite-Lived Intangible Assets | The Company’s identifiable intangible assets consist of the following: Weighted September 30, 2022 (in thousands, except years) Gross Carrying Amount Accumulated Net Amortizable intangible assets: Naming rights - Sinclair (1) 8.5 $ 330,981 $ (50,740) $ 280,241 Trade names 9.2 28,697 (17,308) 11,389 Hard Rock license 24.7 8,000 (2,000) 6,000 Customer relationships 6.0 873,889 (135,009) 738,880 Developed technology 6.5 345,730 (53,071) 292,659 Internally developed software 4.7 61,875 (4,317) 57,558 Gaming licenses 8.2 31,928 (3,740) 28,188 Other 2.9 4,789 (1,602) 3,187 Total amortizable intangible assets 1,685,889 (267,787) 1,418,102 Intangible assets not subject to amortization: Gaming licenses Indefinite 529,171 — 529,171 Trade names Indefinite 227,486 — 227,486 Other Indefinite 1,006 — 1,006 Total unamortizable intangible assets 757,663 — 757,663 Total intangible assets, net $ 2,443,552 $ (267,787) $ 2,175,765 __________________________________ (1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 2 “ Significant Accounting Policies Weighted December 31, 2021 (in thousands, except years) Gross Carrying Amount Accumulated Net Amortizable intangible assets: Naming rights - Sinclair (2) 9.2 $ 337,391 $ (25,721) $ 311,670 Trade names 10.6 28,439 (17,481) 10,958 Hard Rock license 25.5 8,000 (1,818) 6,182 Customer relationships 6.7 1,026,797 (46,789) 980,008 Developed technology 7.2 392,481 (19,690) 372,791 Internally developed software 4.8 20,952 (727) 20,225 Gaming licenses 10.0 30,409 (591) 29,818 Other 4.4 2,413 (1,121) 1,292 Total amortizable intangible assets 1,846,882 (113,938) 1,732,944 Intangible assets not subject to amortization: Gaming licenses Indefinite 478,171 — 478,171 Trade names Indefinite 265,099 — 265,099 Other Indefinite 1,738 — 1,738 Total unamortizable intangible assets 745,008 — 745,008 Total intangible assets, net $ 2,591,890 $ (113,938) $ 2,477,952 __________________________________ (2) See note (1) above. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of September 30, 2022: (in thousands) Remaining 2022 $ 56,530 2023 225,772 2024 222,339 2025 218,637 2026 214,106 Thereafter 480,718 Total $ 1,418,102 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement: September 30, 2022 (in thousands) Balance Sheet Location Level 1 Level 2 Level 3 Assets: Cash and cash equivalents Cash and cash equivalents $ 164,462 $ — $ — Restricted cash Cash and cash equivalents 55,669 — — Other current assets Prepaid expenses and other current assets 7 — — Convertible loans Prepaid expenses and other current assets 4,796 — — Convertible loans Other assets — — 4,685 Investments in equity securities Other assets 3,291 — — Total $ 228,225 $ — $ 4,685 Liabilities: Sinclair Performance Warrants Naming rights liabilities $ — $ — $ 36,116 Contingent consideration Contingent consideration payable — — 8,436 Total $ — $ — $ 44,552 December 31, 2021 (in thousands) Balance Sheet Location Level 1 Level 2 Level 3 Assets: Cash and cash equivalents Cash and cash equivalents $ 206,193 $ — $ — Restricted cash Cash and cash equivalents 68,647 — — Other current assets Prepaid expenses and other current assets 176 — — Convertible loans Other assets 5,905 — 2,025 Total $ 280,921 $ — $ 2,025 Liabilities: Sinclair Performance Warrants Naming rights liabilities $ — $ — $ 69,564 Contingent consideration Contingent consideration payable — — 34,931 Total $ — $ — $ 104,495 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities: (in thousands) Sinclair Performance Warrants Contingent Consideration Convertible Loans Total Beginning as of December 31, 2021 $ 69,564 $ 34,931 $ 2,025 $ 106,520 Additions in the period (acquisition fair value) — — 3,277 3,277 Reductions in the period — (15,862) — (15,862) Change in fair value (33,448) (10,633) (617) (44,698) Ending as of September 30, 2022 $ 36,116 $ 8,436 $ 4,685 $ 49,237 (in thousands) Sinclair Performance Warrants Contingent Consideration Total Beginning as of December 31, 2020 $ 88,119 $ — $ 88,119 Additions in the period (acquisition fair value) — 58,623 58,623 Change in fair value (155) (14,932) (15,087) Ending as of September 30, 2021 $ 87,964 $ 43,691 $ 131,655 |
Derivative Instruments, Gain (Loss) | The gains (losses) recognized in the condensed consolidated statement of operations for derivatives not designated as hedging instruments during the three and nine months ended September 30, 2022 and 2021 are as follows: Condensed Consolidated Statements of Operations Location Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Foreign exchange forward contracts Other, net $ — $ (6,003) $ — $ (20,776) Sinclair Performance Warrants Change in value of naming rights liabilities $ 37 $ 6,965 $ 33,448 $ 155 Sinclair Options Change in value of naming rights liabilities $ — $ — $ — $ (1,526) |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | In the table below, the carrying amount of the Company’s long-term debt is net of debt issuance costs and debt discounts. Refer to Note 12 “ Long-Term Debt September 30, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan Facility $ 1,887,288 $ 1,930,413 $ 1,897,030 $ 1,945,000 5.625% Senior Notes due 2029 734,028 518,523 732,660 746,250 5.875% Senior Notes due 2031 732,607 503,458 731,537 754,223 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of September 30, 2022 and December 31, 2021, accrued liabilities consisted of the following: (in thousands) September 30, December 31, GLPI advance deposit (1) $ 200,000 $ — Gaming liabilities 156,504 170,508 Compensation 55,253 49,764 Interest payable 14,767 46,292 Other 126,422 134,864 Total accrued liabilities $ 552,946 $ 401,428 __________________________________ (1) Refer to Note 13 “ Leases |
ACQUISITION, INTEGRATION AND _2
ACQUISITION, INTEGRATION AND RESTRUCTURING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | The following table reflects acquisition, integration and restructuring expenses the Company recorded during the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Acquisition and integration costs: Gamesys $ 2,941 $ 3,749 $ 4,119 $ 17,320 North America Interactive acquisitions (1) 686 842 3,033 4,833 Chicago, Illinois 2,226 — 8,098 — Other (2) 2,551 2,206 6,112 15,304 Total 8,404 6,797 21,362 37,457 Restructuring expense 878 — 3,312 — Total acquisition, integration and restructuring $ 9,282 $ 6,797 $ 24,674 $ 37,457 __________________________________ (1) Includes costs associated with the acquisition and integration of Bally’s Interactive, SportCaller, MKF, AVP and Telescope, which are included within the North America Interactive segment. (2) Includes costs in connection with the development of a casino in Centre County, Pennsylvania, the completed acquisitions of Bally’s Atlantic City, Bally’s Black Hawk, Bally’s Dover, Bally’s Evansville, Bally’s Lake Tahoe, Bally’s Quad Cities, Bally’s Shreveport, Tropicana Las Vegas and other transactions. |
Restructuring Reserve | The following table summarizes the restructuring liability accrual activity by segment during the nine months ended September 30, 2022: (in thousands) North America Interactive International Interactive Total Restructuring liability as of December 31, 2021 $ 142 $ 264 $ 406 Additions 212 3,100 3,312 Payments (354) (3,364) (3,718) Restructuring liability as of September 30, 2022 $ — $ — $ — |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | As of September 30, 2022 and December 31, 2021, long-term debt consisted of the following: (in thousands) September 30, December 31, Term Loan Facility $ 1,930,413 $ 1,945,000 Revolving Credit Facility 75,000 85,000 5.625% Senior Notes due 2029 750,000 750,000 5.875% Senior Notes due 2031 750,000 750,000 Less: Unamortized original issue discount (28,672) (31,425) Less: Unamortized deferred financing fees (47,818) (52,348) Long-term debt, including current portion 3,428,923 3,446,227 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 $ 3,409,473 $ 3,426,777 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Quantitative Information of Operating Leases | Total lease cost under ASC 842 for the three and nine months ended September 30, 2022 and 2021 was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Operating leases: Operating lease cost $ 19,566 $ 13,214 $ 52,130 $ 20,909 Variable lease cost 2,301 706 6,119 1,624 Operating lease expense 21,867 13,920 58,249 22,533 Short-term lease expense 4,990 5,084 13,693 7,907 Total lease expense $ 26,857 $ 19,004 $ 71,942 $ 30,440 Supplemental cash flow and other information for the three and nine months ended September 30, 2022 and 2021, related to operating leases was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Cash paid for amounts included in the lease liability - operating cash flows from operating leases $ 17,816 $ 12,249 $ 46,823 $ 18,386 Right of use assets obtained in exchange for operating lease liabilities $ 166,607 $ 1,106 $ 316,729 $ 127,729 |
Supplemental Balance Sheet Information | September 30, 2022 December 31, 2021 Weighted average remaining lease term 26.7 years 15.3 years Weighted average discount rate 8.2 % 6.1 % |
Schedule of Future Minimum Rental Commitments | As of September 30, 2022, future minimum rental commitments under noncancelable operating leases are as follows: (in thousands) September 30, 2022 Remaining 2022 $ 21,615 2023 78,842 2024 82,641 2025 85,774 2026 85,003 Thereafter 1,349,439 Total 1,703,314 Less: present value discount (880,013) Operating lease liabilities $ 823,301 |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The net periodic benefit (income) cost and other changes in plan assets and benefit obligations, excluding service cost, is set forth in the table below for the three and nine months ended September 30, 2022 and 2021. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Service cost $ — $ — $ — $ — Interest cost 202 224 606 672 Expected return on plan assets (443) (357) (1,329) (1,071) Net periodic benefit income $ (241) $ (133) $ (723) $ (399) |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Share Repurchase Activity | Total share repurchase activity during the nine months ended September 30, 2022 was as follows: (in thousands, except share and per share data) Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Number of common shares repurchased 5,368,334 5,718,950 Total cost $ 119,254 $ 132,542 Average cost per share, including commissions $ 22.21 $ 23.18 __________________________________ |
Schedule of Outstanding Warrants, Options, and Contingent Shares | The Company issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of certain performance targets. These incremental shares as of September 30, 2022 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 5) 34,455 MKF contingent shares (Note 5) 339,848 Telescope contingent shares (Note 5) 11,533 SportCaller contingent shares (2) (Note 5) 319,276 Outstanding awards under Equity Incentive Plans (Note 14) 1,057,052 14,592,894 __________________________________ (1) Consists of four equal tranches to purchase shares with exercise prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing of the Sinclair Agreement. (2) The contingent consideration related to the SportCaller acquisition is 6.5M EUR as of September 30, 2022, payable in shares subject to certain post-acquisition earn-out targets and based on share price at time of payment. For purposes of this estimate, the Company used the EUR>US Dollar conversion rate of 0.9706 as of September 30, 2022 and the closing share price of Company common shares of $19.76 per share to calculate the shares expected to be issued if earn-out targets are met. |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables reflect the changes in accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2022 and 2021, respectively: (in thousands) Foreign Currency Translation Adjustment Benefit Plans Total Accumulated other comprehensive loss at December 31, 2021 $ (25,833) $ (976) $ (26,809) Current period other comprehensive loss (483,548) — (483,548) Accumulated other comprehensive loss at September 30, 2022 $ (509,381) $ (976) $ (510,357) (in thousands) Foreign Currency Translation Adjustment Benefit Plans Total Accumulated other comprehensive loss at December 31, 2020 $ — $ (3,144) $ (3,144) Current period other comprehensive loss (1,414) — (1,414) Reclassification adjustment to net earnings — 122 122 Accumulated other comprehensive loss at September 30, 2021 $ (1,414) $ (3,022) $ (4,436) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Information | The following tables set forth certain operating data for the Company’s three reportable segments. The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements. Three Months Ended Nine Months Ended (in thousands) 2022 2021 2022 2021 Revenue Casinos & Resorts $ 328,540 $ 303,370 $ 908,385 $ 754,991 North America Interactive 22,130 11,409 55,407 19,787 International Interactive 227,579 — 715,224 — Total $ 578,249 $ 314,779 $ 1,679,016 $ 774,778 Adjusted EBITDA (1) Casinos & Resorts $ 106,905 $ 93,102 $ 268,696 $ 242,528 North America Interactive (19,672) (5,583) (59,871) (4,093) International Interactive 76,313 — 232,252 — Other (12,578) (9,670) (38,380) (27,229) Total 150,968 77,849 402,697 211,206 Operating income (expense) Depreciation and amortization (73,853) (29,000) (227,507) (67,503) Acquisition, integration and restructuring (9,282) (6,797) (24,674) (37,457) Share-based compensation (6,715) (5,449) (18,132) (13,833) Gain on sale-leaseback — — 50,766 53,425 Other (7,456) (8,869) (21,649) (8,098) Income from operations 53,662 27,734 161,501 137,740 Other income (expense) Interest expense, net of interest income (53,572) (31,306) (145,085) (72,879) Other 1,640 (59,473) 46,563 (47,518) Total other income (expense), net (51,932) (90,779) (98,522) (120,397) Income (loss) before income taxes 1,730 (63,045) 62,979 17,343 (Provision) benefit for income taxes (1,137) 5,400 (996) (16,751) Net income (loss) $ 593 $ (57,645) $ 61,983 $ 592 __________________________________ (1) Adjusted EBITDA is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments. Adjusted EBITDA should not be construed as an alternative to GAAP net income, its most directly comparable GAAP measure, nor is it directly comparable to similarly titled measures presented by other companies. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2022 2021 2022 2021 Capital Expenditures Casinos & Resorts $ 46,008 $ 24,698 $ 150,389 $ 59,228 North America Interactive 4,097 2,827 6,004 3,078 International Interactive 887 — 10,554 — Other 290 1,822 416 2,826 Total $ 51,282 $ 29,347 $ 167,363 $ 65,132 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computations of Basic and Diluted EPS | Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2022 2021 2022 2021 Net income (loss) $ 593 $ (57,645) $ 61,983 $ 592 Weighted average shares outstanding - basic 57,020 49,506 59,170 45,573 Weighted average effect of dilutive securities 42 — 68 303 Weighted average shares outstanding - diluted 57,062 49,506 59,238 45,876 Basic earnings (loss) per share $ 0.01 $ (1.16) $ 1.05 $ 0.01 Diluted earnings (loss) per share $ 0.01 $ (1.16) $ 1.05 $ 0.01 |
GENERAL INFORMATION - Additiona
GENERAL INFORMATION - Additional Information (Details) - Gamesys - USD ($) $ in Thousands | Mar. 31, 2022 | Oct. 01, 2021 |
Class of Stock [Line Items] | ||
Number of shares acquired (in shares) | 9,773,537 | |
Consideration paid in cash | $ 2,080,000 | |
Total consideration paid | $ 2,599,117 | $ 2,599,117 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ / shares in Units, £ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||
Jun. 01, 2021 USD ($) | Jan. 27, 2021 USD ($) | Jan. 27, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Apr. 20, 2021 $ / shares shares | Nov. 18, 2020 USD ($) $ / shares shares | Sep. 26, 2019 GBP (£) | |
Property, Plant and Equipment [Line Items] | |||||||||||||
Restricted cash | $ 55,669,000 | $ 55,669,000 | $ 68,647,000 | ||||||||||
Depreciation expense | 17,000,000 | $ 13,500,000 | 49,900,000 | $ 37,400,000 | |||||||||
Gain from insurance recoveries, net of losses | (1,263,000) | (7,942,000) | (1,413,000) | (19,197,000) | |||||||||
Amortization of intangible assets | 56,800,000 | 15,500,000 | 177,626,000 | 30,100,000 | |||||||||
Naming rights liability | 129,219,000 | 129,219,000 | 168,929,000 | ||||||||||
Number of common shares called by warrant (in shares) | shares | 909,090 | ||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 55 | ||||||||||||
Percent of warrants and options subject to approval | 0.199 | ||||||||||||
Interest Costs Capitalized | 500,000 | 1,200,000 | 0 | ||||||||||
Assets | 6,293,191,000 | 6,293,191,000 | 6,553,217,000 | ||||||||||
Revenue | 578,249,000 | 314,779,000 | 1,679,016,000 | 774,778,000 | |||||||||
Liabilities | 5,200,446,000 | 5,200,446,000 | 4,937,415,000 | ||||||||||
Advertising Expense | 46,000,000 | 2,100,000 | 163,300,000 | 5,100,000 | |||||||||
Provision (benefit) for income taxes | 1,137,000 | (5,400,000) | $ 996,000 | $ 16,751,000 | |||||||||
Effective Income Tax Rate Reconciliation, Percent | 1.60% | 96.60% | |||||||||||
Bally's Interactive | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Advertising Expense | 26,700,000 | $ 139,400,000 | |||||||||||
Gamesys | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Deferred consideration | £ | £ 10 | ||||||||||||
Deferred consideration payable | 15,100,000 | ||||||||||||
Gamesys | Affiliated Entity | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Deferred consideration payable | 7,400,000 | 7,400,000 | |||||||||||
Variable Interest Entity, Primary Beneficiary | Breckenridge Curacao B.V | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Assets | 85,000,000 | 85,000,000 | 85,400,000 | ||||||||||
Revenue | 68,900,000 | 229,700,000 | |||||||||||
Liabilities | 70,900,000 | 70,900,000 | 75,200,000 | ||||||||||
Penny Warrant | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Number of common shares called by warrant (in shares) | shares | 4,915,726 | ||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Fair value of underlying shares | $ 150,400,000 | ||||||||||||
Performance Warrant | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Performance Warrant | Maximum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Number of common shares called by warrant (in shares) | shares | 3,279,337 | ||||||||||||
Option on Securities | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Number of common shares called by warrant (in shares) | shares | 1,639,669 | ||||||||||||
Equity, increase in fair value | $ 1,500,000 | $ 58,200,000 | |||||||||||
Option on Securities | Maximum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 45 | ||||||||||||
Option on Securities | Minimum | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 30 | ||||||||||||
Penny Warrant and Options | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Equity, Fair Value Adjustment | $ 59,700,000 | $ 59,700,000 | |||||||||||
Naming Rights | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Amortization of intangible assets | (8,200,000) | $ (8,600,000) | (25,000,000) | $ (17,200,000) | |||||||||
Sinclair Agreement | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Naming rights, total fees | $ 88,000,000 | ||||||||||||
Naming rights liability | 59,200,000 | 59,200,000 | 58,900,000 | ||||||||||
Accretion expense | 1,100,000 | 3,300,000 | $ 3,200,000 | ||||||||||
Tax benefit shared, in percent | 0.60 | ||||||||||||
Estimate in tax receivable agreement liability | 35,800,000 | 35,800,000 | 42,200,000 | ||||||||||
Sinclair Agreement | Accrued Liabilities | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Short-term portion of liability | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||
Sinclair Agreement | Naming Rights Liability | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Long-term portion of liability | 57,200,000 | 57,200,000 | 56,900,000 | ||||||||||
Sinclair Agreement | |||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||
Initial term | 10 years | ||||||||||||
Naming rights, intangible assets | $ 280,200,000 | $ 280,200,000 | $ 311,700,000 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 164,462 | $ 206,193 | ||
Restricted cash | 55,669 | 68,647 | ||
Total cash and cash equivalents and restricted cash | $ 220,131 | $ 274,840 | $ 2,009,017 | $ 126,555 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 70,534 | $ 52,632 |
Less: Allowance for doubtful accounts | (6,371) | (4,454) |
Accounts receivable, net | 64,163 | 48,178 |
Rhode Island and Delaware | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 15,382 | 10,575 |
Gaming receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 13,829 | 10,576 |
Non-gaming receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 41,323 | $ 31,481 |
RECENTLY ADOPTED AND ISSUED A_2
RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (1,092,745) | $ (1,417,925) | $ (1,551,223) | $ (1,615,802) |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) terminal | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) terminal | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Contracts with customers receivables | $ 43,200 | $ 43,200 | $ 35,500 | ||
Contract liabilities | $ 62,585 | $ 62,585 | 63,873 | ||
VLT Revenue | Rhode Island Properties [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of video lottery terminals (VLTs) | terminal | 3,002 | 3,002 | |||
VLT Revenue | Delaware Property [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of share of revenues | 42% | 42% | |||
Table Games Revenue | Rhode Island Properties [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of share of revenues | 83.50% | 83.50% | |||
Table Games Revenue | Delaware Property [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of share of revenues | 80% | 80% | |||
Loyalty Programs | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities | $ 19,564 | $ 19,564 | 19,371 | ||
Contract liabilities, revenue recognized | 7,100 | $ 5,800 | 23,000 | $ 18,000 | |
Customer Deposits | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities | 30,220 | 30,220 | 33,062 | ||
Unpaid Tickets | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities | 12,801 | 12,801 | 11,440 | ||
Online Sports Betting and iGaming Market Access | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract with Customer, Liability | $ 6,500 | $ 6,500 | $ 6,800 | ||
Threshold One | VLT Revenue | Rhode Island Properties [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of share of revenues | 28.85% | 28.85% | |||
Threshold Two | VLT Revenue | Rhode Island Properties [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of share of revenues | 26% | 26% | |||
Threshold Three | VLT Revenue | Rhode Island Properties [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of share of revenues | 7% | 7% |
REVENUE RECOGNITION - Loyalty P
REVENUE RECOGNITION - Loyalty Programs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Goods and services provided without charge | $ 24,840 | $ 18,410 | $ 60,165 | $ 37,813 |
Food and beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Goods and services provided without charge | 16,670 | 18,505 | 51,436 | 44,334 |
Retail, entertainment and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Goods and services provided without charge | 6,773 | 2,513 | 11,559 | 4,923 |
Loyalty Programs | ||||
Disaggregation of Revenue [Line Items] | ||||
Goods and services provided without charge | $ 48,283 | $ 39,428 | $ 123,160 | $ 87,070 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 578,249 | $ 314,779 | $ 1,679,016 | $ 774,778 |
Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 465,733 | 231,798 | 1,384,523 | 594,566 |
Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 45,675 | 32,903 | 106,539 | 68,277 |
Food and beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 31,724 | 29,504 | 83,147 | 68,386 |
Retail, entertainment and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 35,117 | 20,574 | 104,807 | 43,549 |
Casinos & Resorts | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 328,540 | 303,370 | 908,385 | 754,991 |
Casinos & Resorts | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 237,951 | 229,034 | 681,472 | 590,162 |
Casinos & Resorts | Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 45,675 | 32,903 | 106,539 | 68,277 |
Casinos & Resorts | Food and beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 31,724 | 29,504 | 83,147 | 68,386 |
Casinos & Resorts | Retail, entertainment and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 13,190 | 11,929 | 37,227 | 28,166 |
North America Interactive | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 22,130 | 11,409 | 55,407 | 19,787 |
North America Interactive | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,567 | 2,764 | 25,080 | 4,404 |
North America Interactive | Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
North America Interactive | Food and beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
North America Interactive | Retail, entertainment and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 11,563 | 8,645 | 30,327 | 15,383 |
International Interactive | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 227,579 | 0 | 715,224 | 0 |
International Interactive | Gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 217,215 | 0 | 677,971 | 0 |
International Interactive | Hotel | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
International Interactive | Food and beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
International Interactive | Retail, entertainment and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 10,364 | $ 0 | $ 37,253 | $ 0 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||||||||||||
Sep. 26, 2022 USD ($) | Mar. 31, 2022 USD ($) | Oct. 25, 2021 USD ($) | Oct. 01, 2021 USD ($) shares | Aug. 12, 2021 USD ($) | Jul. 12, 2021 USD ($) | Jun. 14, 2021 USD ($) | Jun. 03, 2021 USD ($) | Jun. 01, 2021 USD ($) shares | May 28, 2021 USD ($) | Apr. 13, 2021 USD ($) | Apr. 06, 2021 USD ($) | Mar. 23, 2021 USD ($) shares | Feb. 05, 2021 USD ($) shares | Sep. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jan. 22, 2021 shares | |
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Integration Related Costs | $ 9,282,000 | $ 6,797,000 | $ 24,674,000 | $ 37,457,000 | |||||||||||||||||||
Total consideration paid, net of cash acquired | 146,484,000 | 369,555,000 | |||||||||||||||||||||
Transaction costs | 8,404,000 | 6,797,000 | 21,362,000 | 37,457,000 | |||||||||||||||||||
Change in contingent consideration payable | (10,386,000) | (14,830,000) | |||||||||||||||||||||
Goodwill | 1,856,922,000 | 1,856,922,000 | $ 2,122,653,000 | ||||||||||||||||||||
Additions | 878,000 | 0 | 3,312,000 | 0 | |||||||||||||||||||
International Interactive | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Goodwill | 1,371,257,000 | 1,371,257,000 | 1,637,343,000 | ||||||||||||||||||||
North America Interactive | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Goodwill | $ 280,596,000 | $ 280,596,000 | 283,358,000 | ||||||||||||||||||||
Telescope | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Ownership percentage by noncontrolling owners | 15.84% | ||||||||||||||||||||||
Tropicana Evansville | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Renewal term (in years) | 5 years | 5 years | |||||||||||||||||||||
Gamesys | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 2,599,117,000 | $ 2,599,117,000 | |||||||||||||||||||||
Total consideration paid, net of cash acquired | 1,900,000,000 | ||||||||||||||||||||||
Transaction costs | $ 2,941,000 | 3,749,000 | $ 4,119,000 | 17,320,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,513,023,000 | 1,513,023,000 | 1,513,023,000 | ||||||||||||||||||||
YTD Adjustment, Consideration Transferred | 0 | ||||||||||||||||||||||
Consideration paid in cash | 2,080,000,000 | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 183,306,000 | 183,306,000 | 183,306,000 | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 35,851,000 | 35,851,000 | 35,851,000 | ||||||||||||||||||||
Business Combination, Post Combination Expense | $ 10,300,000 | ||||||||||||||||||||||
Goodwill | 1,678,476,000 | 1,678,753,000 | 1,678,753,000 | ||||||||||||||||||||
Business Combination, Consideration Transferred, Other | $ 36,400,000 | ||||||||||||||||||||||
Number of shares acquired (in shares) | shares | 9,773,537 | ||||||||||||||||||||||
Gamesys | International Interactive | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Goodwill | $ 1,650,000,000 | ||||||||||||||||||||||
Gamesys | North America Interactive | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Goodwill | 33,300,000 | ||||||||||||||||||||||
Gamesys | Customer relationships | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 980,200,000 | ||||||||||||||||||||||
Gamesys | Developed Software | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 282,000,000 | ||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||||||||||||||||||
Gamesys | Tradename | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 249,800,000 | ||||||||||||||||||||||
Tropicana Las Vegas Hotel and Casino | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 148,300,000 | ||||||||||||||||||||||
Total consideration paid, net of cash acquired | 146,500,000 | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 5,140,000 | 5,140,000 | |||||||||||||||||||||
Term of contract (in years) | 50 years | ||||||||||||||||||||||
Annual rent | $ 10,500,000 | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 148,259,000 | 148,259,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,800,000 | 1,775,000 | 1,775,000 | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 4,384,000 | 4,384,000 | |||||||||||||||||||||
Goodwill | 4,402,000 | 4,402,000 | |||||||||||||||||||||
Tropicana Las Vegas Hotel and Casino | Maximum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Term of contract (in years) | 99 years | ||||||||||||||||||||||
Tropicana Las Vegas Hotel and Casino | Customer relationships | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 9 years | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,600,000 | ||||||||||||||||||||||
Tropicana Las Vegas Hotel and Casino | Trade names | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 3 years | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,700,000 | ||||||||||||||||||||||
Tropicana Las Vegas Hotel and Casino | Pre-bookings | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 2 years | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 800,000 | ||||||||||||||||||||||
Jumer's | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 118,900,000 | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 31,180,000 | 31,180,000 | 31,180,000 | ||||||||||||||||||||
Business Combination, Net Working Capital Liability | 112,000,000 | ||||||||||||||||||||||
YTD Adjustment, Consideration Transferred | $ 0 | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 118,928,000 | 118,928,000 | 118,928,000 | ||||||||||||||||||||
Other Payments to Acquire Businesses | $ (4,000,000) | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 2,900,000 | 2,933,000 | 2,933,000 | 2,933,000 | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 2,986,000 | 2,986,000 | 2,986,000 | ||||||||||||||||||||
Goodwill | 13,308,000 | 13,308,000 | 14,593,000 | ||||||||||||||||||||
Jumer's | License [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 30,300,000 | ||||||||||||||||||||||
Jumer's | Customer relationships | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 700,000 | ||||||||||||||||||||||
Acquired intangible assets, useful life | 9 years | ||||||||||||||||||||||
Jumer's | Tradename | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 200,000 | ||||||||||||||||||||||
Acquired intangible assets, useful life | 4 months | ||||||||||||||||||||||
Tropicana Evansville | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 139,700,000 | ||||||||||||||||||||||
Total consideration paid, net of cash acquired | 130,400,000 | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 154,210,000 | 154,210,000 | |||||||||||||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | 20,900,000 | 20,856,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 139,708,000 | 139,708,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 9,400,000 | 9,355,000 | 9,355,000 | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 1,474,000 | 1,474,000 | |||||||||||||||||||||
Tropicana Evansville | Dover Downs Real Estate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Property, Plant and Equipment, Disposals | $ 144,000,000 | ||||||||||||||||||||||
Tropicana Evansville | Tropicana Evansville | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Term of contract (in years) | 15 years | ||||||||||||||||||||||
Tropicana Evansville | Dover Downs Real Estate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Number of renewal terms | 4 | ||||||||||||||||||||||
Tropicana Evansville | GLPI | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Property, Plant and Equipment, Additions | $ 340,000,000 | ||||||||||||||||||||||
Tropicana Evansville | License [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 153,600,000 | ||||||||||||||||||||||
Tropicana Evansville | Customer relationships | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 600,000 | ||||||||||||||||||||||
Acquired intangible assets, useful life | 8 years | ||||||||||||||||||||||
Dover Downs Real Estate | Dover Downs Real Estate | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Term of contract (in years) | 15 years | ||||||||||||||||||||||
Bet.Works | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 192,100,000 | ||||||||||||||||||||||
Stock issued for equity purchase (in shares) | shares | 2,084,765 | ||||||||||||||||||||||
Payments of Capital Distribution | $ 70,400,000 | ||||||||||||||||||||||
MontBleu Only | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 14,200,000 | ||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 5,430,000 | 5,430,000 | 5,430,000 | ||||||||||||||||||||
YTD Adjustment, Consideration Transferred | 0 | ||||||||||||||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | 1,900,000 | $ 2,000,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 14,172,000 | $ 14,172,000 | $ 14,172,000 | ||||||||||||||||||||
MontBleu Only | License [Member] | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 5,200,000 | ||||||||||||||||||||||
MontBleu Only | Customer relationships | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 6 months | ||||||||||||||||||||||
MontBleu Only | Tradename | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 200,000 | ||||||||||||||||||||||
Monkey Knife Fight | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 118,600,000 | ||||||||||||||||||||||
Monkey Knife Fight | Penny Warrant | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Common stock available to acquire (in shares) | shares | 984,446 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares | 787,557 | ||||||||||||||||||||||
Horses Mouth Limited (SportCaller) | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 42,600,000 | ||||||||||||||||||||||
Consideration paid in cash | $ 24,000,000 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Shares | shares | 221,391 | ||||||||||||||||||||||
Total fair value of Dover Downs stock purchased | $ 12,000,000 | ||||||||||||||||||||||
Conversion rate | 0.8334 | 0.9706 | 0.9706 | ||||||||||||||||||||
SportCaller and MKF | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid, net of cash acquired | $ 22,400,000 | ||||||||||||||||||||||
Transaction costs | $ 686,000 | $ 842,000 | 3,033,000 | $ 4,833,000 | |||||||||||||||||||
Contingent Consideration Asset, Fair Value Disclosure | 58,700,000 | 58,700,000 | |||||||||||||||||||||
Business Combination, Non-cash Consideration Transferred | 135,300,000 | ||||||||||||||||||||||
Bally’s Interactive Acquisitions | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 167,075,000 | 167,075,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 8,689,000 | 8,689,000 | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 4,498,000 | 4,498,000 | |||||||||||||||||||||
Goodwill | $ 250,700,000 | $ 250,730,000 | $ 250,730,000 | ||||||||||||||||||||
Bally’s Interactive Acquisitions | Customer relationships | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 41,500,000 | ||||||||||||||||||||||
Bally’s Interactive Acquisitions | Customer relationships | Minimum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 3 years | ||||||||||||||||||||||
Bally’s Interactive Acquisitions | Customer relationships | Maximum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 10 years | ||||||||||||||||||||||
Bally’s Interactive Acquisitions | Developed Software | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 122,400,000 | ||||||||||||||||||||||
Bally’s Interactive Acquisitions | Developed Software | Minimum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 3 years | ||||||||||||||||||||||
Bally’s Interactive Acquisitions | Developed Software | Maximum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 10 years | ||||||||||||||||||||||
Bally’s Interactive Acquisitions | Tradename | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 3,100,000 | ||||||||||||||||||||||
Bally’s Interactive Acquisitions | Tradename | Minimum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 10 years | ||||||||||||||||||||||
Bally’s Interactive Acquisitions | Tradename | Maximum | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Acquired intangible assets, useful life | 15 years | ||||||||||||||||||||||
AVP | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 10,000,000 | ||||||||||||||||||||||
Telescope | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 25,900,000 | ||||||||||||||||||||||
Percentage of voting interests acquired | 84.16% | ||||||||||||||||||||||
Degree 53 | |||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||
Total consideration paid | $ 7,800,000 |
ACQUISITIONS - Identified Asset
ACQUISITIONS - Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||
Sep. 26, 2022 | Mar. 31, 2022 | Oct. 01, 2021 | Jun. 14, 2021 | Jun. 03, 2021 | Apr. 06, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 23, 2021 | |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 1,856,922,000 | $ 1,856,922,000 | $ 2,122,653,000 | ||||||||||
Gain (adjustment) on bargain purchases | 0 | $ (1,039,000) | (107,000) | $ 23,075,000 | |||||||||
Noncontrolling Interest, Increase from Business Combination | $ (3,760,000) | (3,760,000) | |||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Bargain Purchase Gain | 100,000 | 107,000 | |||||||||||
Purchase accounting adjustments on prior year business acquisitions | (769,000) | ||||||||||||
Tropicana Las Vegas Hotel and Casino | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,800,000 | 1,775,000 | 1,775,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 4,384,000 | 4,384,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Inventory, Prepaid Expense, and Other Assets | 4,622,000 | 4,622,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 136,116,000 | 136,116,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets, Operating Lease, Right-of-Use Asset | 164,347,000 | 164,347,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 5,140,000 | 5,140,000 | |||||||||||
Goodwill | 4,402,000 | 4,402,000 | |||||||||||
Other Noncurrent Assets | 766,000 | 766,000 | |||||||||||
Accounts payable and accrued liabilities | (8,725,000) | (8,725,000) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Operating Lease, Liabilities | (164,173,000) | (164,173,000) | |||||||||||
Other long-term liabilities | (395,000) | (395,000) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 148,259,000 | 148,259,000 | |||||||||||
Total consideration paid | $ 148,300,000 | ||||||||||||
MontBleu Only | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 6,361,000 | 6,361,000 | 6,361,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 5,430,000 | 5,430,000 | 5,430,000 | ||||||||||
Accounts payable and accrued liabilities | (3,546,000) | (3,546,000) | (3,402,000) | ||||||||||
Other long-term liabilities | (904,000) | (904,000) | (941,000) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 14,172,000 | 14,172,000 | 14,172,000 | ||||||||||
Gain (adjustment) on bargain purchases | $ 2,049,000 | 1,942,000 | |||||||||||
Total current assets | 4,683,000 | 4,683,000 | 4,683,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 57,017,000 | 57,017,000 | 57,017,000 | ||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (52,927,000) | (52,927,000) | (52,927,000) | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Net Assets | (107,000) | ||||||||||||
Net assets acquired | 16,114,000 | 16,114,000 | 16,221,000 | ||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | (1,900,000) | $ (2,000,000) | |||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, current assets | 0 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 0 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Right of Use Assets | 0 | ||||||||||||
YTD Adjustment, Intangibles | 0 | ||||||||||||
YTD Adjustment, Accounts Payable | (144,000) | ||||||||||||
YTD Adjustment, Operating Lease Liabilities | 0 | ||||||||||||
YTD Adjustment, Other Long-Term Liabilities | 37,000 | ||||||||||||
YTD Adjustment, Consideration Transferred | 0 | ||||||||||||
Total consideration paid | $ 14,200,000 | ||||||||||||
Tropicana Evansville | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 9,400,000 | 9,355,000 | 9,355,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 1,474,000 | 1,474,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 12,325,000 | 12,325,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 154,210,000 | 154,210,000 | |||||||||||
Other Noncurrent Assets | 468,000 | 468,000 | |||||||||||
Accounts payable and accrued liabilities | (10,927,000) | (10,927,000) | |||||||||||
Other long-term liabilities | (310,000) | (310,000) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 139,708,000 | 139,708,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,202,000 | 1,202,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 285,772,000 | 285,772,000 | |||||||||||
Deferred tax liability | (7,233,000) | (7,233,000) | |||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (285,772,000) | (285,772,000) | |||||||||||
Net assets acquired | 160,564,000 | 160,564,000 | |||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Amount | (20,900,000) | (20,856,000) | |||||||||||
Total consideration paid | $ 139,700,000 | ||||||||||||
Jumer's | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 2,900,000 | 2,933,000 | 2,933,000 | 2,933,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 2,986,000 | 2,986,000 | 2,986,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 73,135,000 | 73,135,000 | 73,135,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 31,180,000 | 31,180,000 | 31,180,000 | ||||||||||
Goodwill | 13,308,000 | 13,308,000 | 14,593,000 | ||||||||||
Accounts payable and accrued liabilities | (5,412,000) | (5,412,000) | (6,697,000) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 118,928,000 | 118,928,000 | 118,928,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 798,000 | 798,000 | $ 798,000 | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, current liabilities | 1,285,000 | ||||||||||||
YTD Adjustment, Cash | 0 | ||||||||||||
YTD Adjustment, Accounts Receivable | 0 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, current assets | 0 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 0 | ||||||||||||
YTD Adjustment, Intangibles | 0 | ||||||||||||
Purchase accounting adjustments on prior year business acquisitions | (1,285,000) | ||||||||||||
YTD Adjustment, Consideration Transferred | $ 0 | ||||||||||||
Total consideration paid | $ 118,900,000 | ||||||||||||
Bally’s Interactive Acquisitions | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 8,689,000 | 8,689,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 4,498,000 | 4,498,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 596,000 | 596,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 167,075,000 | 167,075,000 | |||||||||||
Goodwill | 250,730,000 | 250,730,000 | $ 250,700,000 | ||||||||||
Accounts payable and accrued liabilities | (14,787,000) | (14,787,000) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 3,104,000 | 3,104,000 | |||||||||||
Deferred tax liability | (15,811,000) | (15,811,000) | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | 400,334,000 | 400,334,000 | |||||||||||
Gamesys | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 183,306,000 | 183,306,000 | 183,306,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 35,851,000 | 35,851,000 | 35,851,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 15,230,000 | 15,230,000 | 15,230,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,513,023,000 | 1,513,023,000 | 1,513,023,000 | ||||||||||
Goodwill | 1,678,476,000 | 1,678,753,000 | 1,678,753,000 | ||||||||||
Other Noncurrent Assets | 17,668,000 | 17,668,000 | 17,668,000 | ||||||||||
Other long-term liabilities | (6,680,000) | (6,680,000) | (6,680,000) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 27,876,000 | 28,418,000 | 28,418,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 14,185,000 | 14,185,000 | 14,185,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (47,881,000) | (47,881,000) | (47,881,000) | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Accrued And Other Current Liabilities | (177,109,000) | (177,928,000) | (177,928,000) | ||||||||||
Deferred tax liability | (143,924,000) | (143,924,000) | (143,924,000) | ||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (14,185,000) | (14,185,000) | (14,185,000) | ||||||||||
YTD Adjustment, Cash | 0 | ||||||||||||
YTD Adjustment, Accounts Receivable | 0 | ||||||||||||
YTD Adjustment, Prepaid Expenses | 542,000 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 0 | ||||||||||||
YTD Adjustment, Operating Lease, ROU Assets | 0 | ||||||||||||
YTD Adjustment, Intangibles | 0 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Other Assets | 0 | ||||||||||||
Purchase accounting adjustments on prior year business acquisitions | 277,000 | ||||||||||||
YTD Adjustment, Accounts Payable | 0 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Income Tax Liabilities | 0 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax | 0 | ||||||||||||
YTD Adjustment, Operating Lease Liabilities | 0 | ||||||||||||
YTD Adjustment, Other Long-Term Liabilities | 0 | ||||||||||||
YTD Adjustment, Consideration Transferred | 0 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Income Taxes, Current | (40,250,000) | (40,250,000) | (40,250,000) | ||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Amount | (819,000) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (456,469,000) | (456,469,000) | (456,469,000) | ||||||||||
Total consideration paid | $ 2,599,117,000 | $ 2,599,117,000 | |||||||||||
Business Combination, Provisions Information, Initial Accounting Incomplete, Long-term Debt | $ 0 | ||||||||||||
North America Interactive | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Purchase accounting adjustments on prior year business acquisitions | $ 200,000 |
ACQUISITIONS - Pro Forma Revenu
ACQUISITIONS - Pro Forma Revenue (Details) - Series of Individually Immaterial Business Acquisitions - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 595,051 | $ 1,676,782 |
Business Acquisition, Pro Forma Net Income (Loss) | $ (27,092) | $ (53,411) |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Services and License Agreements, Current | $ 23,340 | $ 21,496 |
Prepaid Taxes, Current | 8,346 | 18,308 |
Due from Payment Service Providers, Current | 21,246 | 15,984 |
Prepaid Marketing, Current | 6,154 | 10,066 |
Prepaid Insurance, Current | 9,369 | 9,637 |
Deposits Assets, Current | 6,077 | 8,748 |
Purse Funds, Current | 9,336 | 8,286 |
Unbilled Contracts Receivable, Current | 3,504 | 7,759 |
Contingent Consideration Receivable, Current | 4,796 | 0 |
Other Assets, Current | 8,566 | 4,179 |
Prepaid expenses and other current assets | $ 100,734 | $ 104,463 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $ 1,217,171,000 | $ 1,217,171,000 | $ 1,043,848,000 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (246,571,000) | (246,571,000) | (205,197,000) | ||
Property and equipment, net | 970,600,000 | 970,600,000 | 838,651,000 | ||
Depreciation expense | 17,000,000 | $ 13,500,000 | 49,900,000 | $ 37,400,000 | |
Interest Costs Capitalized | 500,000 | 1,200,000 | $ 0 | ||
Land [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 59,378,000 | 59,378,000 | 75,328,000 | ||
Land Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 31,197,000 | 31,197,000 | 34,704,000 | ||
Building Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 743,936,000 | 743,936,000 | 650,837,000 | ||
Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 232,388,000 | 232,388,000 | 182,006,000 | ||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 60,937,000 | 60,937,000 | 47,258,000 | ||
Construction in Progress [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $ 89,335,000 | $ 89,335,000 | $ 53,715,000 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 56,800 | $ 15,500 | $ 177,626 | $ 30,100 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill [Roll Forward] | |
Beginning balance | $ 2,122,653,000 |
Goodwill from current year business acquisitions | 4,402,000 |
Effect of foreign exchange | (269,364,000) |
Purchase accounting adjustments on prior year business acquisitions | (769,000) |
Ending balance | 1,856,922,000 |
Goodwill, Impaired, Accumulated Impairment Loss | 5,400,000 |
Casinos & Resorts | |
Goodwill [Roll Forward] | |
Beginning balance | 201,952,000 |
Goodwill from current year business acquisitions | 4,402,000 |
Effect of foreign exchange | 0 |
Purchase accounting adjustments on prior year business acquisitions | (1,285,000) |
Ending balance | 205,069,000 |
North America Interactive | |
Goodwill [Roll Forward] | |
Beginning balance | 283,358,000 |
Goodwill from current year business acquisitions | 0 |
Effect of foreign exchange | (3,001,000) |
Purchase accounting adjustments on prior year business acquisitions | 239,000 |
Ending balance | 280,596,000 |
International Interactive | |
Goodwill [Roll Forward] | |
Beginning balance | 1,637,343,000 |
Goodwill from current year business acquisitions | 0 |
Effect of foreign exchange | (266,363,000) |
Purchase accounting adjustments on prior year business acquisitions | 277,000 |
Ending balance | $ 1,371,257,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Rollforward of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-lived Intangible Assets [Roll Forward] | ||||
Intangible assets, net as of December 31, 2021 | $ 2,477,952 | |||
Additions in current period | 106,354 | |||
Change in TRA with Sinclair(1) | (6,410) | |||
Effect of foreign exchange | (223,931) | |||
Other | (574) | |||
Less: Amortization | $ (56,800) | $ (15,500) | (177,626) | $ (30,100) |
Intangible assets, net as of September 30, 2022 | $ 2,175,765 | $ 2,175,765 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,685,889 | $ 1,846,882 | |
Accumulated Amortization | (267,787) | (113,938) | |
Net | 1,418,102 | 1,732,944 | |
Gross Carrying Amount | 757,663 | 745,008 | |
Gross carrying amount | 2,443,552 | 2,591,890 | |
Gaming licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 529,171 | 478,171 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 227,486 | 265,099 | |
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,006 | ||
License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 1,738 | ||
Naming rights - Sinclair | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 9 years 2 months 12 days | 8 years 6 months | |
Gross Carrying Amount | $ 330,981 | 337,391 | |
Accumulated Amortization | (50,740) | (25,721) | |
Net | $ 280,241 | 311,670 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 10 years 7 months 6 days | 9 years 2 months 12 days | |
Gross Carrying Amount | $ 28,697 | 28,439 | |
Accumulated Amortization | (17,308) | (17,481) | |
Net | $ 11,389 | 10,958 | |
Hard Rock license | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 25 years 6 months | 24 years 8 months 12 days | |
Gross Carrying Amount | $ 8,000 | 8,000 | |
Accumulated Amortization | (2,000) | (1,818) | |
Net | $ 6,000 | 6,182 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 6 years 8 months 12 days | 6 years | |
Gross Carrying Amount | $ 873,889 | 1,026,797 | |
Accumulated Amortization | (135,009) | (46,789) | |
Net | $ 738,880 | 980,008 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 7 years 2 months 12 days | 6 years 6 months | |
Gross Carrying Amount | $ 345,730 | 392,481 | |
Accumulated Amortization | (53,071) | (19,690) | |
Net | $ 292,659 | 372,791 | |
Internally developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 4 years 9 months 18 days | 4 years 8 months 12 days | |
Gross Carrying Amount | $ 61,875 | 20,952 | |
Accumulated Amortization | (4,317) | (727) | |
Net | $ 57,558 | 20,225 | |
Gaming licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 10 years | 8 years 2 months 12 days | |
Gross Carrying Amount | $ 31,928 | 30,409 | |
Accumulated Amortization | (3,740) | (591) | |
Net | $ 28,188 | 29,818 | |
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining life | 4 years 4 months 24 days | 2 years 10 months 24 days | |
Gross Carrying Amount | $ 4,789 | 2,413 | |
Accumulated Amortization | (1,602) | (1,121) | |
Net | $ 3,187 | $ 1,292 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Schedule of Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2022 | $ 56,530 | |
2023 | 225,772 | |
2024 | 222,339 | |
2025 | 218,637 | |
2026 | 214,106 | |
Thereafter | 480,718 | |
Net | $ 1,418,102 | $ 1,732,944 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities, Fair Value, Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | $ 164,462 | $ 206,193 |
Restricted cash | 55,669 | 68,647 |
Other current assets | 7 | 176 |
Convertible loans | 4,796 | |
Convertible loans | 0 | 5,905 |
Investments in equity securities | 3,291 | |
Total | 228,225 | 280,921 |
Liabilities: | ||
Sinclair Performance Warrants | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Other current assets | 0 | 0 |
Convertible loans | 0 | |
Convertible loans | 0 | 0 |
Investments in equity securities | 0 | |
Total | 0 | 0 |
Liabilities: | ||
Sinclair Performance Warrants | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Other current assets | 0 | 0 |
Convertible loans | 0 | |
Convertible loans | 4,685 | 2,025 |
Investments in equity securities | 0 | |
Total | 4,685 | 2,025 |
Liabilities: | ||
Sinclair Performance Warrants | 36,116 | 69,564 |
Contingent consideration | 8,436 | 34,931 |
Total | $ 44,552 | $ 104,495 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Performance Warrants and Acquisition Related Contingent Consideration (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | $ 3,277 | $ 58,623 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Continent Consideration | (15,862) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | (44,698) | (15,087) |
Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 0 | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Continent Consideration | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | (33,448) | (155) |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 0 | 58,623 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Continent Consideration | (15,862) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | (10,633) | (14,932) |
Contingent Consideration | Other Assets | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 3,277 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Continent Consideration | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | (617) | |
Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | 106,520 | 88,119 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | 49,237 | 131,655 |
Fair Value, Recurring | Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | 69,564 | 88,119 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | 36,116 | 87,964 |
Fair Value, Recurring | Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | 34,931 | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | 8,436 | $ 43,691 |
Fair Value, Recurring | Contingent Consideration | Other Assets | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | 2,025 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 4,685 |
FAIR VALUE MEASUREMENTS - Sch_3
FAIR VALUE MEASUREMENTS - Schedule of Derivative Instruments Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Warrant | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative instruments | $ 37 | $ 6,965 | $ 33,448 | $ 155 |
Option on Securities | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative instruments | 0 | 0 | 0 | (1,526) |
Foreign Exchange Contract | ||||
Derivative [Line Items] | ||||
Gain (loss) on derivative instruments | $ 0 | $ (6,003) | $ 0 | $ (20,776) |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Jan. 27, 2021 | Jan. 27, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 23, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Expected volatility rate | 63% | |||||||
Contingent consideration payable | $ 8,436 | $ 8,436 | $ 34,931 | |||||
Payment for contingent consideration | $ 15,900 | |||||||
Minimum | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Risk free interest rate | 1.02% | |||||||
Expected term | 3 years 4 months 24 days | |||||||
Maximum | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Risk free interest rate | 1.24% | |||||||
Expected term | 4 years 10 months 24 days | |||||||
Penny Warrant and Options | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Equity fair value adjustment | $ 59,700 | $ 59,700 | ||||||
Option on Securities | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Equity, increase in fair value | $ 1,500 | $ 58,200 | ||||||
SportCaller and MKF | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Contingent consideration payable | $ 58,600 | |||||||
Monkey Knife Fight | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Contingent shares issued (in shares) | 393,778 | 393,778 | ||||||
Horses Mouth Limited (SportCaller) | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Payment for contingent consideration | $ 100 | |||||||
Horses Mouth Limited (SportCaller) | Common Stock | ||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Stock issued for equity purchase (in shares) | 107,832 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Senior Notes | 5.625% Senior Notes due 2029 | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.625% | |
Senior Notes | 5.625% Senior Notes due 2029 | Carrying Amount | Level 1 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 734,028 | $ 732,660 |
Senior Notes | 5.625% Senior Notes due 2029 | Fair Value | Level 1 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 518,523 | 746,250 |
Senior Notes | 5.875% Senior Notes due 2031 | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.875% | |
Senior Notes | 5.875% Senior Notes due 2031 | Carrying Amount | Level 1 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 732,607 | 731,537 |
Senior Notes | 5.875% Senior Notes due 2031 | Fair Value | Level 1 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 503,458 | 754,223 |
Term Loan Facility | Line of Credit | Carrying Amount | Level 1 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | 1,887,288 | 1,897,030 |
Term Loan Facility | Line of Credit | Fair Value | Level 1 | ||
Debt Instrument [Line Items] | ||
Long-term debt, fair value | $ 1,930,413 | $ 1,945,000 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 06, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
GLPI advanced deposit | $ 200,000 | $ 200,000 | $ 0 |
Gaming liabilities | 156,504 | 170,508 | |
Compensation | 55,253 | 49,764 | |
Interest payable | 14,767 | 46,292 | |
Other | 126,422 | 134,864 | |
Total accrued liabilities | $ 552,946 | $ 401,428 |
ACQUISITION, INTEGRATION AND _3
ACQUISITION, INTEGRATION AND RESTRUCTURING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition costs | $ 8,404,000 | $ 6,797,000 | $ 21,362,000 | $ 37,457,000 |
Restructuring expense | 878,000 | 0 | 3,312,000 | 0 |
Total acquisition, integration and restructuring | 9,282,000 | 6,797,000 | 24,674,000 | 37,457,000 |
Gamesys | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition costs | 2,941,000 | 3,749,000 | 4,119,000 | 17,320,000 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition costs | 2,551,000 | 2,206,000 | 6,112,000 | 15,304,000 |
Other | Chicago, Illinois | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition costs | 2,226,000 | 0 | 8,098,000 | 0 |
SportCaller and MKF | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Acquisition costs | $ 686,000 | $ 842,000 | $ 3,033,000 | $ 4,833,000 |
ACQUISITION, INTEGRATION AND _4
ACQUISITION, INTEGRATION AND RESTRUCTURING - Restructuring Reserve (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | $ 406,000 | |||
Additions | $ 878,000 | $ 0 | 3,312,000 | $ 0 |
Payments | (3,718,000) | |||
Restructuring reserve, ending balance | 0 | 0 | ||
North America Interactive | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 142,000 | |||
Additions | 212,000 | |||
Payments | (354,000) | |||
Restructuring reserve, ending balance | 0 | 0 | ||
International Interactive | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring reserve, beginning balance | 264,000 | |||
Additions | 3,100,000 | |||
Payments | (3,364,000) | |||
Restructuring reserve, ending balance | $ 0 | $ 0 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Unamortized original issue discount | $ (28,672) | $ (31,425) |
Less: Unamortized deferred financing fees | (47,818) | (52,348) |
Long-term debt, including current portion | 3,428,923 | 3,446,227 |
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 | 3,409,473 | 3,426,777 |
Line of Credit | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 1,930,413 | 1,945,000 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 75,000 | 85,000 |
Senior Notes | 5.625% Senior Notes due 2029 | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.625% | |
Long-term debt, gross | $ 750,000 | 750,000 |
Senior Notes | 5.875% Senior Notes due 2031 | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.875% | |
Long-term debt, gross | $ 750,000 | $ 750,000 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Oct. 01, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 05, 2021 | |
Senior Notes | New Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 2,565,000 | |||
Maximum capacity on line of credit | 30% | |||
Senior Notes | New Credit Facilities | Federal Funds Effective Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Senior Notes | New Credit Facilities | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Senior Notes | Senior Notes Due 2029 | ||||
Debt Instrument [Line Items] | ||||
Amount of original principal amount redeemable | 40% | |||
Amount of notes redeemable plus accrued and unpaid interest | 105.625% | |||
Senior Notes | Senior Notes Due 2029 | Subsidiaries | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.625% | |||
Principal amount | $ 750,000 | |||
Senior Notes | Senior Notes Due 2031 | ||||
Debt Instrument [Line Items] | ||||
Amount of original principal amount redeemable | 40% | |||
Amount of notes redeemable plus accrued and unpaid interest | 105.875% | |||
Senior Notes | Senior Notes Due 2031 | Subsidiaries | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 5.875% | |||
Principal amount | $ 750,000 | |||
Line of Credit | New Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Commitment increase limit | $ 650,000 | |||
Commitment increase limit, EBITDA | 100% | |||
Term Loan Facility | New Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Principal amount | $ 1,945,000 | |||
Debt Instrument, Interest Rate Floor | 0.50% | |||
Revolving Credit Facility | New Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Principal amount | $ 620,000 | |||
Debt Instrument, Interest Rate Floor | 0% | |||
Revolving Credit Facility | New Credit Facilities | Minimum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee | 0.50% | |||
Revolving Credit Facility | New Credit Facilities | Maximum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee | 0.375% | |||
Term Loan Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 1,930,413 | $ 1,945,000 | ||
Revolving Credit Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 75,000 | $ 85,000 |
LEASES - Additional Information
LEASES - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 01, 2022 USD ($) | Jun. 03, 2021 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 06, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||||
Gain on sale-leaseback, net | $ 150,000,000 | $ 0 | $ (50,800,000) | $ 0 | $ (53,400,000) | $ (50,766,000) | $ (53,425,000) | |||
Right of use assets, net | 798,032,000 | 798,032,000 | $ 507,843,000 | |||||||
Lease liability | 823,301,000 | 823,301,000 | 531,000,000 | |||||||
Future operating lease payments | 87,700,000 | 87,700,000 | ||||||||
Current portion of lease liabilities | 40,912,000 | 40,912,000 | 24,506,000 | |||||||
GLPI advanced deposit | 200,000,000 | 200,000,000 | $ 200,000,000 | $ 0 | ||||||
Tropicana Evansville | Dover Downs Real Estate | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Property, Plant and Equipment, Disposals | $ 144,000,000 | |||||||||
Tropicana Evansville | GLPI | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Property, Plant and Equipment, Additions | $ 340,000,000 | |||||||||
Dover Downs Real Estate | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Annual minimum payment | 12,000,000 | |||||||||
Right of use assets, net | 21,800,000 | 117,300,000 | 21,800,000 | |||||||
Current portion of lease liabilities | $ 82,700,000 | 82,700,000 | ||||||||
Dover Downs Real Estate | Tropicana Evansville | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Number of renewal terms | 4 | |||||||||
Annual minimum payment | $ 40,000,000 | |||||||||
Dover Downs Real Estate | Dover Downs Real Estate | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Term of contract (in years) | 15 years | |||||||||
Tropicana Evansville | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Renewal term (in years) | 5 years | 5 years | ||||||||
Right of use assets, net | $ 276,900,000 | |||||||||
Tropicana Evansville | Tropicana Evansville | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Term of contract (in years) | 15 years | |||||||||
Tropicana Las Vegas Hotel and Casino | ||||||||||
Lessee, Lease, Description [Line Items] | ||||||||||
Right of use assets, net | $ 164,300,000 | $ 164,300,000 | ||||||||
Current portion of lease liabilities | $ 164,200,000 | $ 164,200,000 |
LEASES - Quantitative Informati
LEASES - Quantitative Information of Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 19,566 | $ 13,214 | $ 52,130 | $ 20,909 |
Variable lease cost | 2,301 | 706 | 6,119 | 1,624 |
Operating lease expense | 21,867 | 13,920 | 58,249 | 22,533 |
Short-term lease expense | 4,990 | 5,084 | 13,693 | 7,907 |
Total lease expense | 26,857 | 19,004 | 71,942 | 30,440 |
Cash paid for amounts included in the lease liability - operating cash flows from operating leases | 17,816 | 12,249 | 46,823 | 18,386 |
Right of use assets obtained in exchange for operating lease liabilities | $ 166,607 | $ 1,106 | $ 316,729 | $ 127,729 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term | 26 years 8 months 12 days | 15 years 3 months 18 days |
Weighted average discount rate | 8.20% | 6.10% |
LEASES - Future Minimum Rental
LEASES - Future Minimum Rental Commitments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remaining 2022 | $ 21,615 | |
2023 | 78,842 | |
2024 | 82,641 | |
2025 | 85,774 | |
2026 | 85,003 | |
Thereafter | 1,349,439 | |
Total | 1,703,314 | |
Less: present value discount | (880,013) | |
Operating lease liabilities | $ 823,301 | $ 531,000 |
EQUITY PLANS (Details)
EQUITY PLANS (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||
Dec. 09, 2015 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | May 18, 2021 shares | Sep. 30, 2022 USD ($) plan $ / shares shares | Sep. 30, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of incentive plans | plan | 3 | |||||
Share based compensation expense | $ | $ 6,715 | $ 5,449 | $ 18,132 | $ 13,833 | ||
Share based income tax benefit (expense) | $ | $ 1,800 | $ 1,500 | 4,700 | $ 4,000 | ||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options exercised, intrinsic value | $ | $ 13,500 | |||||
Restricted stock units issued in period (in shares) | 427,484 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,057,052 | 1,057,052 | ||||
2010 Option Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options exercised (in shares) | 20,000 | |||||
Stock options exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 4.31 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 100 | $ 100 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | |||||
2010 Option Plan | Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock available to acquire (in shares) | 2,455,368 | 2,455,368 | ||||
2015 Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock available to acquire (in shares) | 1,700,000 | 1,700,000 | ||||
2015 Incentive Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease) | 221,464 | |||||
2021 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock available to acquire (in shares) | 4,250,000 | 4,250,000 | ||||
2021 Incentive Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant (in shares) | 3,121,976 | 3,121,976 |
BENEFIT PLANS - Additional Info
BENEFIT PLANS - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Maximum percentage of employees income available for contribution | 100% | |||
Employer contribution expense | $ 1,600,000 | $ 900,000 | $ 5,400,000 | $ 2,200,000 |
Dover Downs Pension Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Minimum required pension contributions | 0 | 0 | ||
Contributions to plan | 0 | $ 200,000 | 0 | $ 400,000 |
Defined Benefit Plan, Expected Future Employer Contributions, Remainder of Fiscal Year | $ 0 | $ 0 |
BENEFIT PLANS - Net Periodic Be
BENEFIT PLANS - Net Periodic Benefit (Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 202 | 224 | 606 | 672 |
Expected return on plan assets | (443) | (357) | (1,329) | (1,071) |
Net periodic benefit income | $ (241) | $ (133) | $ (723) | $ (399) |
STOCKHOLDERS_ EQUITY - Axis and
STOCKHOLDERS’ EQUITY - Axis and Domains (Details) $ in Millions | 1 Months Ended |
May 10, 2021 USD ($) shares | |
Over-Allotment Option | |
Subsidiary, Sale of Stock [Line Items] | |
Shares issued in public offering (in shares) | 1,650,000 |
Public Stock Offering | |
Subsidiary, Sale of Stock [Line Items] | |
Shares issued in public offering (in shares) | 12,650,000 |
Net proceeds from offering | $ | $ 671.4 |
Warrant | |
Class of Warrant or Right [Line Items] | |
Common shares exchanged for warrants (in shares) | 2,086,908 |
STOCKHOLDERS_ EQUITY - Addition
STOCKHOLDERS’ EQUITY - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Jul. 27, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Sep. 30, 2021 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 shares | Dec. 31, 2021 USD ($) shares | May 18, 2021 shares | May 17, 2021 shares | Apr. 20, 2021 USD ($) $ / shares shares | |
Equity [Abstract] | ||||||||||
Treasury stock (in shares) | 0 | 0 | ||||||||
Cash dividend per share (in dollars per share) | $ / shares | $ 0 | |||||||||
Available amount remaining under capital return program | $ | $ 215,400 | $ 215,400 | $ 347,900 | |||||||
Common stock price (in dollars per share) | $ / shares | $ 55 | |||||||||
Number of common shares called by warrant (in shares) | 909,090 | |||||||||
Aggregate purchase price | $ | $ 50,000 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 55 | |||||||||
Maximum amount of outstanding common shares to be acquired | 0.049 | |||||||||
Number of common shares repurchased | 4,700,000 | 5,368,334 | 5,718,950 | |||||||
Total cost | $ | $ 103,300 | $ 119,254 | $ 13,288 | $ 132,542 | ||||||
Average cost per share, including commissions | $ / shares | $ 22 | $ 22.21 | $ 23.18 | |||||||
Treasury shares retired (in shares) | 5,368,334 | 10,042 | 6,514,528 | 2,099,268 | ||||||
Common Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 0 | |||||||||
Common stock issued (in shares) | 47,287,301 | 47,287,301 | 53,050,055 | |||||||
Common stock outstanding (in shares) | 47,287,301 | 47,287,301 | 52,254,477 | |||||||
Common stock authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 100,000,000 | |||||
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
STOCKHOLDERS_ EQUITY - Shares O
STOCKHOLDERS’ EQUITY - Shares Outstanding (Details) € in Millions | Sep. 30, 2022 $ / shares shares | Apr. 20, 2021 $ / shares | Feb. 05, 2021 EUR (€) | Nov. 18, 2020 $ / shares |
Class of Warrant or Right [Line Items] | ||||
Number of incremental shares outstanding | 14,592,894 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 55 | |||
Sinclair | ||||
Class of Warrant or Right [Line Items] | ||||
Options (in shares) | 1,639,669 | |||
Exercisable term | 7 years | |||
Equity Incentive Plan | ||||
Class of Warrant or Right [Line Items] | ||||
Outstanding awards under Equity Incentive Plans (in shares) | 1,057,052 | |||
Penny Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | |||
Penny Warrant | Sinclair | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 7,911,724 | |||
Performance Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ / shares | 0.01 | |||
Performance Warrant | Sinclair | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 3,279,337 | |||
Option on Securities | Minimum | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ / shares | 30 | |||
Option on Securities | Minimum | Sinclair | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ / shares | 30 | |||
Option on Securities | Maximum | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ / shares | 45 | |||
Option on Securities | Maximum | Sinclair | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 45 | |||
Monkey Knife Fight | ||||
Class of Warrant or Right [Line Items] | ||||
Contingent shares (in shares) | 339,848 | |||
Monkey Knife Fight | Penny Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 34,455 | |||
Telescope | ||||
Class of Warrant or Right [Line Items] | ||||
Contingent shares (in shares) | 11,533 | |||
SportCaller | ||||
Class of Warrant or Right [Line Items] | ||||
Contingent shares (in shares) | 319,276 | |||
Consideration payable in shares | € | € 6.5 | |||
Conversion rate | 0.9706 | 0.8334 | ||
Closing price (in usd per share) | $ / shares | $ 19.76 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 1,612,042 | $ 326,598 |
OCI, before Reclassifications, Net of Tax, Attributable to Parent | (483,548) | (1,414) |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 122 | |
Ending balance | 1,092,173 | 1,317,451 |
AOCI Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (26,809) | (3,144) |
Ending balance | (510,357) | (4,436) |
Foreign Currency Translation Adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (25,833) | 0 |
OCI, before Reclassifications, Net of Tax, Attributable to Parent | (483,548) | (1,414) |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 0 | |
Ending balance | (509,381) | (1,414) |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (976) | (3,144) |
OCI, before Reclassifications, Net of Tax, Attributable to Parent | 0 | 0 |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 122 | |
Ending balance | $ (976) | $ (3,022) |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 01, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting [Abstract] | ||||||||||
Number of operating segments | segment | 3 | |||||||||
Segment Reporting Information [Line Items] | ||||||||||
Number of reporting segments | segment | 3 | |||||||||
Number of operating segments | segment | 3 | |||||||||
Revenue | $ 578,249 | $ 314,779 | $ 1,679,016 | $ 774,778 | ||||||
Adjusted EBITDA | 150,968 | 77,849 | 402,697 | 211,206 | ||||||
Depreciation and amortization | (73,853) | (29,000) | (227,507) | (67,503) | ||||||
Acquisition, integration and restructuring | (9,282) | (6,797) | (24,674) | (37,457) | ||||||
Share based compensation expense | (6,715) | (5,449) | (18,132) | (13,833) | ||||||
Gain on sale-leaseback, net | $ (150,000) | 0 | $ 50,800 | 0 | $ 53,400 | 50,766 | 53,425 | |||
Other Operating Income (Expense), Net | (7,456) | (8,869) | (21,649) | (8,098) | ||||||
Operating Income (Loss) | 53,662 | 27,734 | 161,501 | 137,740 | ||||||
Interest Revenue (Expense), Net | (53,572) | (31,306) | (145,085) | (72,879) | ||||||
Other Nonoperating Income (Expense) | 1,640 | (59,473) | 46,563 | (47,518) | ||||||
Interest Income (Expense), Net | (51,932) | (90,779) | (98,522) | (120,397) | ||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 1,730 | (63,045) | 62,979 | 17,343 | ||||||
Provision (benefit) for income taxes | (1,137) | 5,400 | (996) | (16,751) | ||||||
Net income | 593 | $ 59,501 | $ 1,889 | (57,645) | $ 68,942 | $ (10,705) | 61,983 | 592 | ||
Capital Expenditures | 51,282 | 29,347 | 167,363 | 65,132 | ||||||
Assets | 6,293,191 | 6,293,191 | $ 6,553,217 | |||||||
Retail Casinos | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 328,540 | 303,370 | 908,385 | 754,991 | ||||||
Adjusted EBITDA | 106,905 | 93,102 | 268,696 | 242,528 | ||||||
Capital Expenditures | 46,008 | 24,698 | 150,389 | 59,228 | ||||||
North America Interactive | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 22,130 | 11,409 | 55,407 | 19,787 | ||||||
Adjusted EBITDA | (19,672) | (5,583) | (59,871) | (4,093) | ||||||
Capital Expenditures | 4,097 | 2,827 | 6,004 | 3,078 | ||||||
International Interactive | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Revenue | 227,579 | 0 | 715,224 | 0 | ||||||
Adjusted EBITDA | 76,313 | 0 | 232,252 | 0 | ||||||
Capital Expenditures | 887 | 0 | 10,554 | 0 | ||||||
Other | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Adjusted EBITDA | (12,578) | (9,670) | (38,380) | (27,229) | ||||||
Capital Expenditures | $ 290 | $ 1,822 | $ 416 | $ 2,826 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 593 | $ (57,645) | $ 61,983 | $ 592 |
Weighted average shares outstanding, basic (in shares) | 57,020,000 | 49,506,000 | 59,170,000 | 45,573,000 |
Weighted average effect of dilutive securities (in shares) | 42,000 | 0 | 68,000 | 303,000 |
Weighted average shares outstanding, diluted (in shares) | 57,062,000 | 49,506,000 | 59,238,000 | 45,876,000 |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Basic (in dollars per share) | $ 0.01 | $ (1.16) | $ 1.05 | $ 0.01 |
Diluted (in dollars per share) | $ 0.01 | $ (1.16) | $ 1.05 | $ 0.01 |
Share-based awards considered to be anti-dilutive (in shares) | 5,299,749 | 4,953,791 | 5,105,113 | 4,922,577 |