Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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, par value of $0.01 per share | ||
Trading Symbol | BALY | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 789.9 | ||
Entity Common Stock, Shares Outstanding | 46,682,544 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 17, 2023 are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001747079 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Auditor Location | New York, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 212,515 | $ 206,193 |
Restricted cash | 52,669 | 68,647 |
Accounts receivable, net | 71,673 | 48,178 |
Inventory | 14,191 | 11,489 |
Tax receivable | 53,771 | 128,217 |
Prepaid expenses and other current assets | 100,717 | 104,463 |
Assets held for sale | 17,177 | 0 |
Total current assets | 522,713 | 567,187 |
Property and equipment, net | 1,202,102 | 838,651 |
Right of use assets, net | 808,926 | 507,843 |
Goodwill, net | 1,746,202 | 2,122,653 |
Intangible assets, net | 1,961,938 | 2,477,952 |
Deferred tax asset | 25,544 | 11,922 |
Other assets | 32,688 | 27,009 |
Total assets | 6,300,113 | 6,553,217 |
Liabilities and Stockholders’ Equity | ||
Current portion of long-term debt | 19,450 | 19,450 |
Current portion of lease liabilities | 32,929 | 24,506 |
Accounts payable | 70,071 | 87,540 |
Accrued income taxes | 56,012 | 37,208 |
Accrued liabilities | 573,931 | 401,428 |
Liabilities related to assets held for sale | 3,409 | 0 |
Total current liabilities | 755,802 | 570,132 |
Long-term debt, net | 3,469,105 | 3,426,777 |
Long-term portion of financing obligation | 200,000 | 0 |
Long-term portion of lease liabilities | 803,212 | 506,475 |
Deferred tax liability | 138,017 | 214,467 |
Naming rights liabilities | 109,807 | 168,929 |
Other long-term liabilities | 17,923 | 50,635 |
Total liabilities | 5,493,866 | 4,937,415 |
Commitments and contingencies (Note 20) | ||
Stockholders’ equity: | ||
Common stock ($0.01 par value; 200,000,000 shares authorized; 46,670,057 and 53,050,055 shares issued; 46,670,057 and 52,254,477 shares outstanding | 466 | 530 |
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding) | 0 | 0 |
Additional paid-in-capital | 1,636,366 | 1,849,068 |
Treasury stock, at cost, 0 and 795,578 shares as of December 31, 2022 and 2021, respectively | 0 | (29,166) |
Retained deficit | (535,373) | (181,581) |
Accumulated other comprehensive loss | (295,640) | (26,809) |
Total Bally’s Corporation stockholders’ equity | 805,819 | 1,612,042 |
Stockholders' Equity Attributable to Noncontrolling Interest | 428 | 3,760 |
Total stockholders’ equity | 806,247 | 1,615,802 |
Total liabilities and stockholders’ equity | $ 6,300,113 | $ 6,553,217 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.01 | |
Common stock authorized (in shares) | 200,000,000 | |
Common stock issued (in shares) | 46,670,057 | 53,050,055 |
Common stock outstanding (in shares) | 46,670,057 | 52,254,477 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 0 | 795,578 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 2,255,705 | $ 1,322,443 | $ 372,792 |
Operating costs and expenses: | |||
General and administrative | 774,940 | 544,521 | 206,008 |
Impairment charges | 463,978 | 4,675 | 8,659 |
Depreciation and amortization | 300,559 | 144,786 | 37,842 |
Total operating costs and expenses | 2,548,713 | 1,229,061 | 391,178 |
(Loss) income from operations | (293,008) | 93,382 | (18,386) |
Other income (expense): | |||
Interest expense, net | (208,153) | (117,924) | (62,636) |
Other non-operating expenses, net | 46,692 | (94,532) | 6,211 |
Total other expense, net | (161,461) | (212,456) | (56,425) |
Loss before provision for income taxes | (454,469) | (119,074) | (74,811) |
Benefit for income taxes | (28,923) | (4,377) | (69,324) |
Net loss | $ (425,546) | $ (114,697) | $ (5,487) |
Net income per share, basic (in dollars per share) | $ (7.32) | $ (2.31) | $ (0.18) |
Weighted average common shares outstanding, basic (in shares) | 58,111,699 | 49,643,991 | 31,315,151 |
Net income per share, diluted (in dollars per share) | $ (7.32) | $ (2.31) | $ (0.18) |
Weighted average common shares outstanding, diluted (in shares) | 58,111,699 | 49,643,991 | 31,315,151 |
Gaming | |||
Revenue: | |||
Total revenue | $ 1,846,124 | $ 1,053,492 | $ 298,070 |
Operating costs and expenses: | |||
Cost of net revenue | 812,918 | 407,032 | 95,901 |
Non-gaming | |||
Revenue: | |||
Total revenue | 409,581 | 268,951 | 74,722 |
Operating costs and expenses: | |||
Cost of net revenue | $ 196,318 | $ 128,047 | $ 42,768 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (425,546) | $ (114,697) | $ (5,487) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments, net of tax | (270,151) | (25,833) | 0 |
Gains (losses) arising during the period | 1,911 | 3,040 | (1,844) |
Reclassification adjustments | 0 | 104 | 0 |
Tax effect | (591) | (976) | 588 |
Net of tax amount | 1,320 | 2,168 | (1,256) |
Comprehensive loss | (268,831) | (23,665) | (1,256) |
Total comprehensive loss | $ (694,377) | $ (138,362) | $ (6,743) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative effect, period of adoption, adjustment | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings (Deficit) | Retained Earnings (Deficit) Cumulative effect, period of adoption, adjustment | Accumulated Other Comprehensive Loss | Noncontrolling Interest | Treasury Stock, Common |
Beginning balance (in shares) at Dec. 31, 2019 | 32,113,328 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 211,411 | $ 412 | $ 185,544 | $ (223,075) | $ 250,418 | $ (1,888) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Release of restricted stock (in shares) | 365,439 | |||||||||
Release of restricted stock and other stock awards, net | (9,762) | $ 4 | (9,766) | |||||||
Share-based compensation | 17,706 | 17,706 | ||||||||
Retirement of treasury shares | $ 0 | $ (109) | 49,351 | 256,367 | 206,907 | |||||
Share repurchases (in shares) | (1,812,393) | (1,812,393) | ||||||||
Share repurchases | $ (33,292) | $ 0 | 0 | (33,292) | ||||||
Dividends and dividend equivalents (in USD per share) | (3,174) | (3,174) | ||||||||
Stock options exercised (in shares) | 19,564 | |||||||||
Penny warrants exercised | 84 | 84 | ||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 150,426 | 150,426 | ||||||||
Other comprehensive loss | (1,256) | (1,256) | ||||||||
Net loss | (5,487) | (5,487) | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 30,685,938 | |||||||||
Ending balance at Dec. 31, 2020 | 326,598 | $ (58) | $ 307 | 294,643 | 0 | 34,792 | $ (58) | (3,144) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Release of restricted stock (in shares) | 121,379 | |||||||||
Release of restricted stock and other stock awards, net | (3,375) | $ 1 | (3,260) | $ (116) | ||||||
Stock options exercised via repayment of non-recourse notes (in shares) | 932,949 | |||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 9 | 9 | ||||||||
Share-based compensation | 20,143 | 20,143 | ||||||||
Retirement of treasury shares | $ 0 | $ 35 | 71,574 | 173,285 | 101,676 | |||||
Share repurchases (in shares) | (2,188,532) | (2,188,532) | ||||||||
Share repurchases | $ (87,024) | (87,024) | ||||||||
Common stock subject to possible redemption (in shares) | (2,086,908) | |||||||||
Stock Redeemed or Called During Period, Value | 0 | (114,717) | (114,717) | |||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 50,000 | 50,000 | ||||||||
Stock options exercised (in shares) | 70,000 | |||||||||
Adjustments To Additional Paid In Capital, Reclassification Of Options | 59,724 | 59,724 | ||||||||
Penny warrants exercised | 301 | 301 | ||||||||
Stock issued for purchase of Dover Downs (in shares) | 221,391 | |||||||||
Stock Issued During Period, Value, Acquisitions | 11,776 | $ 2 | 11,774 | |||||||
Equity Issued During Period, Value, Acquisitions | 120,915 | $ 21 | 121,479 | (585) | ||||||
Adjustments To Additional Paid In Capital, Issuance Of Warrants | 64,694 | 64,694 | ||||||||
Stock Issued During Period, Shares, New Issues | 12,650,000 | |||||||||
Stock Issued During Period, Value, New Issues | 667,873 | $ 127 | 667,746 | |||||||
Shares issued for purchase of Gamesys (in shares) | 9,773,537 | |||||||||
Shares issued for purchase of Gamesys | 518,779 | $ 98 | 518,681 | |||||||
Noncontrolling Interest, Increase from Business Combination | 3,760 | $ 3,760 | ||||||||
Bally’s Interactive equity issuance (in shares) | 2,074,723 | |||||||||
Other comprehensive loss | (23,665) | (23,665) | ||||||||
Net loss | (114,697) | (114,697) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 52,254,477 | |||||||||
Ending balance at Dec. 31, 2021 | 1,615,802 | $ 530 | 1,849,068 | (29,166) | (181,581) | (26,809) | 3,760 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Release of restricted stock (in shares) | 458,603 | |||||||||
Release of restricted stock and other stock awards, net | (5,524) | $ 4 | (5,957) | 429 | ||||||
Stock options exercised via repayment of non-recourse notes (in shares) | 383,934 | |||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 4 | $ 4 | 0 | |||||||
Share-based compensation | 27,912 | 27,912 | ||||||||
Retirement of treasury shares | $ 0 | $ 74 | 253,783 | 182,103 | (71,754) | |||||
Share repurchases (in shares) | (6,621,841) | (6,621,841) | ||||||||
Share repurchases | $ (153,366) | (153,366) | ||||||||
Stock Issued During Period, Value, Stock Options Exercised | 86 | 86 | ||||||||
Stock options exercised (in shares) | 20,000 | |||||||||
Stock issued for purchase of Dover Downs (in shares) | 107,832 | |||||||||
Stock Issued During Period, Value, Acquisitions | 3,700 | $ 1 | 3,699 | |||||||
Adjustments To Additional Paid In Capital, Issuance Of Warrants | 12,010 | 12,010 | ||||||||
Stock Issued During Period, Shares, Conversion of Units | 67,052 | |||||||||
Stock Issued During Period, Value, Conversion of Units | 0 | $ 1 | 3,331 | (3,332) | ||||||
Other comprehensive loss | (268,831) | (268,831) | ||||||||
Net loss | (425,546) | (425,546) | ||||||||
Ending balance (in shares) at Dec. 31, 2022 | 46,670,057 | |||||||||
Ending balance at Dec. 31, 2022 | $ 806,247 | $ 466 | $ 1,636,366 | $ 0 | $ (535,373) | $ (295,640) | $ 428 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2020 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock cash dividend declared (in dollars per share) | $ 0.10 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (425,546) | $ (114,697) | $ (5,487) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 300,559 | 144,786 | 37,842 |
Non-cash lease expense | 32,438 | 14,924 | 804 |
Share-based compensation | 27,912 | 20,143 | 17,706 |
Impairment charges | 463,978 | 4,675 | 8,659 |
Amortization of debt discount and debt issuance costs | 10,896 | 7,557 | 4,636 |
Loss on extinguishment of debt | 0 | 103,007 | 0 |
Gain from insurance recoveries | (1,265) | (18,660) | 0 |
Storm related losses | 0 | 0 | 14,408 |
Gain on sale-leaseback, net | (50,766) | (53,425) | 0 |
Contract termination | 0 | 30,000 | 0 |
Deferred income taxes | (88,129) | (5,217) | 1,191 |
(Gain) loss on assets and liabilities measured at fair value | (3,251) | 21,440 | 0 |
Change in value of naming rights liabilities | (32,577) | (17,029) | 57,660 |
Change in contingent consideration payable | (10,747) | (23,503) | 0 |
Adjustment (gain) on bargain purchase | 107 | (22,841) | (63,871) |
Foreign exchange (gain) loss | (516) | 33,461 | 0 |
Other operating activities | 10,764 | 19,712 | 982 |
Changes in current operating assets and liabilities | 37,114 | (61,579) | (55,028) |
Net cash provided by operating activities | 270,971 | 82,754 | 19,502 |
Cash flows from investing activities: | |||
Cash paid for acquisitions, net of cash acquired | (146,317) | (2,274,221) | (425,063) |
Proceeds from sale-leaseback | 150,000 | 144,000 | 0 |
Purchase of Bally’s Chicago land | 200,000 | 0 | 0 |
Advance deposit in connection with sale-leaseback transactions | 200,000 | 0 | 0 |
Deposit for acquisition of Bally’s Quad Cities Casino & Hotel | 0 | 0 | (4,000) |
Foreign exchange forward contract premiums | 0 | (22,592) | 0 |
Capital expenditures | (212,256) | (97,525) | (15,283) |
Insurance proceeds | 1,265 | 18,660 | 0 |
Cash paid for internally developed software | (37,121) | (15,891) | 0 |
Acquisition of gaming licenses | (55,117) | (30,159) | 0 |
Purchase of equity securities | (3,175) | 0 | 0 |
Other intangible asset acquisitions | (665) | (19,157) | 0 |
Other investing activities | 464 | (19) | (500) |
Net cash used in investing activities | (302,922) | (2,296,904) | (444,846) |
Cash flows from financing activities: | |||
Issuance of long-term debt | 597,000 | 3,787,553 | 668,680 |
Repayments of long-term debt | (564,450) | (1,877,575) | (254,375) |
Proceeds from Bally’s Chicago land financing obligation | 200,000 | 0 | 0 |
Payment of financing fees | 0 | (65,297) | (1,734) |
Payment of redemption premium on debt extinguishment | 0 | (67,857) | 0 |
Payment of deferred consideration | (30,025) | 0 | 0 |
Share repurchases | (153,366) | (87,024) | (33,292) |
Issuance of common stock, net | 0 | 667,872 | 0 |
Issuance of Sinclair penny warrants | 0 | 50,000 | 0 |
Payment of shareholder dividends | 0 | 0 | (3,204) |
Other financing activities | (5,922) | (3,074) | (9,678) |
Net cash provided by financing activities | 43,237 | 2,404,598 | 366,397 |
Effect of foreign currency on cash and cash equivalents | (20,722) | (42,163) | 0 |
Change in cash and cash equivalents and restricted cash classified as assets held for sale | (220) | 0 | 0 |
Net change in cash and cash equivalents and restricted cash | (9,656) | 148,285 | (58,947) |
Cash and cash equivalents and restricted cash, beginning of period | 274,840 | 126,555 | 185,502 |
Cash and cash equivalents and restricted cash, end of period | 265,184 | 274,840 | 126,555 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest, net of amounts capitalized | 200,901 | 65,927 | 57,234 |
Cash received from income tax refunds, net of cash paid | (38,199) | 42,291 | 3,835 |
Change in cash and cash equivalents and restricted cash classified as assets held for sale | |||
Unpaid property and equipment | 24,080 | 31,123 | 3,575 |
Non-controlling interest | (3,332) | 3,760 | 0 |
Stock and equity instruments issued for North America Interactive acquisitions and Gamesys | 0 | 716,162 | 0 |
Acquisitions in exchange for contingent liability | 0 | 58,685 | 0 |
Deferred purchase price payable | 0 | 14,071 | 0 |
Deposit applied to acquisition purchase price | 0 | 4,000 | 0 |
Trade names | |||
Change in cash and cash equivalents and restricted cash classified as assets held for sale | |||
Unpaid trade name and naming rights | 0 | 0 | 20,000 |
Naming rights | |||
Change in cash and cash equivalents and restricted cash classified as assets held for sale | |||
Unpaid trade name and naming rights | $ 0 | $ 0 | $ 332,313 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Cash Flows [Abstract] | |||
Cash and cash equivalents | $ 212,515 | $ 206,193 | $ 123,445 |
Restricted cash | 52,669 | 68,647 | 3,110 |
Total cash and cash equivalents and restricted cash | $ 265,184 | $ 274,840 | $ 126,555 |
GENERAL INFORMATION
GENERAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL INFORMATION | GENERAL INFORMATION Bally’s Corporation (the “Company,” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and resorts and online gaming (“iGaming”) businesses. The Company owns and manages the following casino and resort properties: Casinos and Resorts Location Type Built/Acquired Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”) Lincoln, Rhode Island Casino and Resort 2004 Bally’s Arapahoe Park Aurora, Colorado Racetrack/OTB Site 2004 Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”) 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”) (2) Dover, Delaware Casino, Resort and Raceway 2019 Bally’s Black Hawk (1)(2) Black Hawk, Colorado Three Casinos 2020 Bally’s Kansas City Casino (“Bally’s Kansas City”) Kansas City, Missouri Casino 2020 Bally’s Vicksburg Casino (“Bally’s Vicksburg”) Vicksburg, Mississippi Casino and Hotel 2020 Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”) Atlantic City, New Jersey Casino and Resort 2020 Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) Shreveport, Louisiana Casino and Hotel 2020 Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”) Lake Tahoe, Nevada Casino and Resort 2021 Bally’s Evansville Casino & Hotel (“Bally’s Evansville”) (2) Evansville, Indiana Casino and Hotel 2021 Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”) (2) Rock Island, Illinois Casino and Hotel 2021 Tropicana Las Vegas Casino and Resort (“Tropicana Las Vegas”) (2) Las Vegas, Nevada Casino and Resort 2022 __________________________________ (1) Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino. (2) Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 15 “ Leases The North America Interactive reportable segment includes a portfolio of sports betting, iGaming, and free-to-play gaming brands and the North American operations of Gamesys. The Company’s International Interactive reportable segment includes the interactive activities in Europe and Asia of Gamesys Group Ltd. (“Gamesys”), an iCasino and online bingo platform provider and operator. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and 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 balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. Variable Interest Entities The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions. Management has analyzed and concluded that Breckenridge Curacao B.V. 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 the VIE, the Company has the power to direct the activities of the VIE that most significantly impact its economic performance through various contracts with the entity and (b) the nature of these agreements between the VIE 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 the VIE and its subsidiaries in the accompanying consolidated financial statements. As of December 31, 2022 and 2021, Breckenridge had total assets of $93.4 million and $85.4 million, respectively, total liabilities of $77.1 million and $75.2 million, respectively, and revenues of $298.1 million and $79.6 million for the years ended December 31, 2022 and 2021, respectively. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with US GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates and judgments including those related to contingent value rights, the allowance for doubtful accounts, valuation of goodwill and intangible assets, recoverability and useful lives of tangible and intangible long-lived assets, accruals for players club card incentives and for potential liabilities related to any lawsuits or claims brought against the Company, fair value of financial instruments, capitalized software development costs, stock compensation and valuation allowances for deferred tax assets. The Company bases its estimates and judgments on historical experience and other relevant factors impacting the carrying value of assets and liabilities. Actual results may differ from these estimates. Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or less. Restricted cash includes player deposits, payment service provider deposits and Video Lottery Terminals (“VLT”) and table games related cash payable due to certain states where we operate, which are unavailable for the Company’s use. Concentrations of Credit Risk The Company’s financial instruments which potentially expose the Company to concentrations of credit risk consisted of cash and cash equivalents and trade receivables. The Company maintains cash with financial institutions in excess of federally insured limits, however, management believes the credit risk is mitigated by the quality of the institutions holding such deposits. Accounts Receivable, Net Accounts receivable, net consists of the following: December 31, (in thousands) 2022 2021 Accounts due from Rhode Island and Delaware (1) $ 15,865 $ 10,575 Gaming receivables 19,065 10,576 Non-gaming receivables 42,532 31,481 Accounts receivable 77,462 52,632 Less: Allowance for doubtful accounts (5,789) (4,454) Accounts receivable, net $ 71,673 $ 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. An allowance for doubtful accounts is determined to reduce the Company’s receivables for amounts that may not be collected. The allowance is estimated based on historical collection experience, current economic and business conditions and forecasts that affect the collectability and review of individual customer accounts and any other known information. Activity for the allowance for doubtful accounts is as follows: December 31, (in thousands) 2022 2021 2020 Balance at beginning of year $ 4,454 $ 3,067 $ 1,296 Charges to expense 1,649 1,717 353 Deductions (602) (701) (653) Other adjustments 288 371 2,071 Balance at end of year $ 5,789 $ 4,454 $ 3,067 Inventory Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis and consists primarily of food, beverage, promotional items and other supplies. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if applicable. Expenditures for renewals and betterments that extend the life or value of an asset are capitalized and expenditures for repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation applicable to assets sold or disposed are removed from the balance sheet accounts and the resulting gains or losses are reflected in the consolidated statements of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets or the related lease term, if any, as follows: Years Land improvements 10-20 Building and improvements 2-50 Equipment 2-10 Furniture and fixtures 2-10 Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project during the periods in which activities necessary to prepare the property for its intended use are in progress. Interest costs associated with major construction projects are capitalized as part of the cost of the constructed assets. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted-average cost of borrowing. Capitalization of interest ceases when the project (or discernible portions of the project) is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. During the years ended December 31, 2022 and 2021, there was $1.9 million and $0.2 million of capitalized interest, respectively. There was no capitalized interest in the year ended December 31, 2020. Leases The Company determines if a contract is or contains a lease at the contract inception date or the date in which a modification of an existing contract occurs. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (i) the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii) the right to direct the use of the identified asset. Upon adoption of Accounting Standards Codification (“ASC”) 842, Leases , (“ASC 842”) the Company elected to account for lease and non-lease components as a single component for all classes of underlying assets. Additionally, the Company elected to not recognize short-term leases (defined as leases that are less than 12 months and do not contain purchase options) within the consolidated balance sheets. The Company recognizes a lease liability for the present value of lease payments at the lease commencement date using its incremental borrowing rate commensurate with the lease term based on information available at the commencement date unless the rate implicit in the lease is readily determinable. Certain of the Company’s leases include renewal options and escalation clauses; renewal options are included in the calculation of the lease liabilities and right of use assets when the Company determines it is reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses and consumer price index (“CPI”) increases. Rent expense associated with the Company’s long and short term leases and their associated variable expenses are reported in total operating costs and expenses within the consolidated statements of operations. The Bally’s Chicago ground lease is accounted for as a financing obligation in accordance with ASC 470, Debt as the transaction did not qualify as a sale under ASC 842. Lease payments are included in “Interest expense, net” within our consolidated statements of operations. Refer to Note 15 “ Leases Goodwill Goodwill consists of the excess of acquisition costs over the fair value of net assets acquired in business combinations. Goodwill is not amortized, but is reviewed for impairment annually as of October 1st, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value, by comparing the fair value of each reporting unit to its carrying value, including goodwill. When assessing goodwill for impairment, first, qualitative factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Items that are considered in the qualitative assessment include, but are not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial performance. If the results of the qualitative assessment indicate it is more likely than not that a reporting unit’s carrying value exceeds its fair value, or if the Company elects to bypass the qualitative assessment, a quantitative goodwill test is performed. For the quantitative goodwill impairment test, the Company estimates the fair value of the reporting unit and asset group using both income and market-based approaches. Specifically, the Company applies the discounted cash flow (“DCF”) method under the income approach and the guideline company under the market approach and weighs the results of the two valuation methodologies based on the facts and circumstances surrounding the reporting unit. For the DCF method, the Company relies on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for the reporting unit as of the valuation date. The determination of fair value under the DCF method involves the use of significant estimates and assumptions, including revenue growth rates driven by future gaming activity, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, and discount rates. For the market approach, the Company utilizes a comparison of the reporting unit to comparable publicly-traded companies and transactions and, based on the observed earnings multiples, ultimately selects multiples to apply to the reporting unit. The Company then compares the fair value of its reporting units to the carrying amounts. If the carrying amount of the reporting unit exceeds the fair value, an impairment is recorded equal to the amount of the excess (not to exceed the amount of goodwill allocated to the reporting unit). Intangible Assets The Company’s intangible assets primarily consist of customer relationships, developed technology, internally developed software, gaming licenses and trade names. The Company also has a Naming rights intangible asset obtained through the Sinclair Agreement (as defined herein). Refer to Note 13 “ Sinclair Agreement For its finite-lived intangible assets, the Company establishes a useful life upon initial recognition based on the period over which the asset is expected to contribute to the future cash flows of the Company and periodically evaluates the remaining useful lives to determine whether events and circumstances warrant a revision to the remaining amortization period. Finite-lived intangible assets are amortized over their remaining useful lives in a pattern in which the economic benefits of the intangible asset are consumed, which is generally on a straight-line basis. The Company reviews the carrying amount of its finite-lived intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Should events and circumstances indicate finite-lived intangible assets may not be recoverable, the Company performs a test for recoverability whereby estimated undiscounted cash flows are compared to the carrying values of the assets. Should the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the undiscounted cash flows do not exceed the carrying values, an impairment is recorded based on the fair value of the asset. Customer Relationships - The Company considers customer relationships to be finite-lived intangible assets, which are amortized over their estimated useful lives, and are recognized as the result of a business combination. Developed Technology - Developed technology relates to the design and development of sports betting and casino gaming software and online gaming products acquired through the Company’s acquisitions of the businesses within the North America Interactive and International Interactive segments. Developed technology is considered to be a finite-lived intangible asset, which are amortized over their estimated useful lives, which is generally between three to 10 years. Internally Developed Software - Software that is developed for internal use is accounted for pursuant to ASC 350-40, Intangibles, Goodwill and Other - Internal-Use Software . Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Once placed into service, internally developed software is amortized on a straight-line basis over its estimated useful life, which is generally five years. All other expenditures, including those incurred in order to maintain an intangible asset’s current level of performance, are expensed as incurred. Gaming Licenses and Trade Names - Certain gaming licenses and trade names classified as finite-lived are amortized over their estimated useful lives. The Company also has certain gaming licenses, including its VLT licenses, and trade names, which are considered to be indefinite lived based on future expectations of operating its gaming properties indefinitely, continuing to brand its corporate name and certain properties under the Bally’s trade name indefinitely and continuing to indefinitely brand its online casino offerings within the International Interactive segment with the trade names acquired through the Gamesys acquisition. Intangible assets not subject to amortization are reviewed for impairment annually as of October 1 and between annual test dates whenever events or changes in circumstances may indicate that the carrying amount of the related asset may not be recoverable. Refer to Note 10 “ Goodwill and Intangible Assets Long-lived Assets The Company reviews its long-lived assets, other than goodwill and intangible assets not subject to amortization, for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is still under development, the analysis includes the remaining construction costs. If the carrying value of the asset exceeds the expected undiscounted future cash flows generated by the asset, the asset is written down to its estimated fair value and an impairment loss is recognized. Debt Issuance Costs and Debt Discounts Debt issuance costs and debt discounts incurred by the Company in connection with obtaining and amending financing have been included as a component of the carrying amount of debt in the consolidated balance sheets. Debt issuance costs and debt discounts are amortized over the contractual term of the debt to interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt issuance costs and debt discounts are amortized using the effective interest method. Amortization of debt issuance costs and debt discounts included in interest expense was $10.9 million, $7.6 million and $4.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Self-Insurance Reserves The Company is self-insured for employee medical insurance coverage, general liability and workers’ compensation up to certain stop-loss amounts. Self-insurance liabilities are estimated based on the Company’s claims experience using actuarial methods to estimate the future cost of claims and related expenses that have been reported but not settled and that have been incurred but not yet reported. The self-insurance liabilities are included in “Accrued liabilities” in the consolidated balance sheets and wer e $16.2 million and $10.8 million as of December 31, 2022 and 2021, respectively. Share-Based Compensation The Company accounts for its share-based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”). The Company has two share-based employee compensation plans, which are described more fully in Note 16 “ Equity Plans Warrant/Option Liabilities The Company accounts for Penny Warrants and Options issued to Sinclair under the Sinclair Agreement in accordance with ASC 815-40, Contracts in an Entity’s Own Equity . The Penny Warrants and Options are classified in equity because they are indexed to the Company’s own stock and meet all conditions for equity classification. The Performance Warrants are accounted for as a derivative liability in accordance with ASC 815, Derivatives and Hedging (“ASC 815”) 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. The Performance Warrants are marked to market each reporting period, with changes in fair value recorded in “Other non-operating expenses, net” in the consolidated statements of operations. Refer to Note 13 “ Sinclair Agreement Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy to determine equity or asset/liability classification for contracts involving the Company’s own equity that require cash settlement if sufficient shares are not available to settle the contracts in equity. Under this policy, the Company has elected to allocate available shares to contracts based on the order in which they become exercisable. Revenue The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company generates revenue from four principal sources: gaming (which includes retail gaming, online gaming, sports betting and racing), hotel, food, beverage, retail entertainment and other. Refer to Note 5 “ Revenue Recognition Gaming Expenses Gaming expenses include, among other things, payroll costs and expenses associated with the operation of VLTs, slots and table games, including gaming taxes payable to jurisdictions in which the Company operates outside of Rhode Island and Delaware, and marketing costs directly associated with the Company’s iGaming products and services. These marketing expenses are included within Gaming expenses in the consolidated statements of operations for the years ended December 31, 2022 and 2021 and were $174.7 million and $60.8 million, respectively. There were no such marketing expenses included within Gaming expenses for the year ended December 31, 2020 . Gaming expenses also include racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses associated with the operation of live racing and simulcasting. Advertising Expenses The Company expenses advertising costs as incurred. For the years ended December 31, 2022, 2021 and 2020, advertising expense was $26.8 million, $7.5 million and $4.5 million, respectively, and are included in “General and administrative” on the consolidated statements of operations. Expansion and Pre-opening Expenses Expansion and pre-opening expenses are charged to expense as incurred. The Company defines pre-opening expenses as costs incurred before the property commences commercial operations and defines expansion expenses as costs incurred in connection with the opening of a new facility or significant expansion of an existing property. Costs classified as expansion and pre-opening costs consist primarily of marketing, master planning, conceptual design fees and legal and professional fees that are not eligible for capitalization and are included in “General and administrative” on the consolidated statements of operations. Pre-opening expenses for the years ended December 31, 2022, 2021 and 2020 was $0.7 million , $1.8 million and $0.9 million , respectively. There were no expansion expenses during the years ended December 31, 2022, 2021 and 2020. Interest Expense, Net Interest expense, net is comprised of interest costs for the Company’s debt and amortization of debt issuance costs and debt discounts, net of interest income and amounts capitalized for construction projects. Income Taxes The Company prepares its income tax provision in accordance with ASC 740, Income Taxes . Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the rate change is enacted. A valuation allowance is required when it is “more likely than not” that all or a portion of the deferred taxes will not be realized. The consolidated financial statements reflect expected future tax consequences of uncertain tax positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. 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). Foreign Currency The Company’s functional currency is the US Dollar (“USD”). Foreign subsidiaries with a functional currency other than USD translate assets and liabilities at current exchange rates at the end of the reporting periods, while income and expense accounts are translated at average exchange rates for the respective periods. Translation adjustments resulting from this process are recorded to other comprehensive income (loss). Gains or losses from foreign currency remeasurements that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in “Other non-operating expenses, net” on the consolidated statements of operations. Comprehensive (Loss) Income Comprehensive (loss) income includes changes in equity that result from transactions and economic events from non-owner sources. Comprehensive (loss) income consists of net (loss) income, changes in defined benefit pension plan, net of tax and foreign currency translation adjustments. Treasury Stock The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. Business Combinations The Company accounts for its acquisitions in accordance with ASC 805, Business Combinations . The Company initially allocates the purchase price of an acquisition to the assets acquired and liabilities assumed based on their estimated fair values, with any excess of consideration transferred recorded as goodwill. If the estimated fair value of net assets acquired and liabilities assumed exceeds the purchase price, the Company records a gain on bargain purchase in earnings in the period of acquisition. The results of operations of acquisitions are included in the consolidated financial statements from their respective dates of acquisition. Costs incurred to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and are charged to general and administrative expense as they are incurred. Segments Operating segments are identified as components of an enterprise that engage in business activities from which it recognizes revenues and expenses, and for which discrete financial information is available and regularly reviewed by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. Statement of Cash Flows The Company has presented the consolidated statements of cash flows using the indirect method, which involves the reconciliation of net income to net cash flow from operating activities. Fair Value Measurements Fair value is determined using the principles of ASC 820, Fair Value Measurement . Fair value is described as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows: • Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data. • Level 3: Unobservable inputs. |
CONSOLIDATED FINANCIAL INFORMAT
CONSOLIDATED FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED FINANCIAL INFORMATION | CONSOLIDATED FINANCIAL INFORMATION General and Administrative Expenses Amounts included in General and administrative for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Advertising, general and administrative $ 776,226 $ 496,658 $ 192,751 Acquisition costs 49,480 71,288 13,257 Gain on sale-leaseback, net (50,766) (53,425) — Contract termination — 30,000 — Total general and administrative $ 774,940 $ 544,521 $ 206,008 Other Non-Operating Expenses Amounts included in Other non-operating expenses for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Change in value of naming rights liabilities $ 32,577 $ 17,029 $ (57,660) (Adjustment) gain on bargain purchases (107) 22,841 63,871 Loss on extinguishment of debt — (103,007) — Foreign exchange gain (loss) 516 (33,461) — Other, net 13,706 2,066 — Total other non-operating expenses, net $ 46,692 $ (94,532) $ 6,211 |
RECENTLY ISSUED AND ADOPTED ACC
RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS 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 consolidated financial statements. In December 2022, the Financial Accounting Standards Board issued Accounting Standards Update No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 . The amendments in this update defer the sunset date of Topic 848, which applies to entities which have transactions that reference LIBOR or other reference rates which are expected to be discontinued due to reference rate reform, until December 31, 2024. The Company is currently in the process of evaluating the impact of this amendment on its consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 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: (1) gaming (which includes retail gaming, online gaming, sports betting and racing), (2) hotel, (3) food and beverage and (4) retail, entertainment and other. The Company determines revenue recognition through the following steps: • Identify the contract, or contracts, with the customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price to performance obligations in the contract; and • Recognize revenue when or as the Company satisfies performance obligations by transferring the promised goods or services The Company is currently engaged in gaming services, which include retail, online, sports betting and racing. Additional services include hotel, food, beverage, retail, entertainment and other. The amount of revenue recognized by the Company is measured at the transaction price or the amount of consideration that the Company expects to receive through satisfaction of the identified performance obligations. Retail gaming, online gaming and sports betting revenue, each as described below, contain two performance obligations. Retail gaming transactions have an obligation to honor the outcome of a wager and to pay out an amount equal to the stated odds, including the return of the initial wager, if the customer receives a winning hand. These elements of honoring the outcome of the hand of play and generating a payout are considered one performance obligation. Online gaming and sports betting represent a single performance obligation for the Company to operate contests or games and award prizes or payouts to users based on results of the arrangement. Revenue is recognized at the conclusion of each contest, wager or wagering game hand. Incentives can be used across online gaming products. The Company allocates a portion of the transaction price to certain customer incentives that create material future customer rights and are a separate performance obligation. In addition, in the event of a multi-stage contest, the Company will allocate transaction price ratably from contest start to the contest’s final stage. Racing revenue is earned through advance deposit wagering which consists of patrons wagering through an advance deposit account. Each wagering contract contains a single performance obligation. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. The transaction price for racing operations, inclusive of live racing events conducted at the Company’s racing facilities, is the commission received from the pari-mutuel pool less contractual fees and obligations primarily consisting of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to the racing operations. The transaction price for hotel, food, beverage, retail, entertainment and other is the net amount collected from the customer for such goods and services. Hotel, food, beverage, retail, entertainment and other services have been determined to be separate, stand-alone performance obligations and revenue is recognized as the good or service is transferred at the point in time of the transaction. The following contains a description of each of the Company’s revenue streams: Gaming Revenue Retail Gaming The Company recognizes retail gaming revenue as the net win from gaming activities, which is the difference between gaming inflows and outflows, not the total amount wagered. Progressive jackpots are estimated and recognized as revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives. Gaming services contracts have two performance obligations for those customers earning incentives under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient to account for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the impact on the consolidated financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from the application of an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program contract liability based on the stand-alone selling price of the incentive earned for a hotel room stay, food and beverage or other amenity. The performance obligation related to loyalty program incentives are deferred and recognized as revenue upon redemption by the customer. The amount associated with gaming wagers is recognized at the point the wager occurs, as it is settled immediately. Gaming revenue includes the share of VLT revenue for Bally’s Twin River and Bally’s Tiverton, in each case, as determined by each property’s respective master VLT contracts with the State of Rhode Island. Bally’s Twin River is entitled to a 28.85% share of VLT revenue on the initial 3,002 units and a 26.00% share on VLT revenue generated from units in excess of 3,002 units. 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 December 31, 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 December 31, 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 includes casino revenue of the Company’s other properties which is the aggregate net difference between gaming wins and losses, with deferred revenue recognized for prepaid deposits by customers prior to play, for chips outstanding and “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of credits played, are charged to revenue as the amount of the progressive jackpots increase. Online gaming 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 player wagers net of payouts and incentives awarded to players. Online gaming revenue includes the online bingo and casino revenue of Gamesys since the date of acquisition, beginning October 1, 2021. The revenue is earned from operating online bingo and casino websites, which consists of the difference between total amounts wagered by players less winnings payable to players, bonuses allocated and jackpot contributions. Online gaming revenue is recognized at the point in time when the player completes a gaming session and payout occurs. There is no significant degree of uncertainty involved in quantifying the amount of gaming revenue earned, including bonuses, jackpot contributions and loyalty points. Bonuses, jackpot contributions and loyalty points are measured at fair value at each reporting date. Sports betting Sports betting involves a player wagering money on an outcome or series of outcomes. If a player wins the wager, the Company pays the player a pre-determined amount known as fixed odds. Sports betting revenue is generated through built-in theoretical margins in each sports wagering opportunity offered to players. Revenue is recognized as total wagers net of payouts made and incentives awarded to players. The Company has entered into several multi-year agreements with third-party operators for online sports betting and iGaming market access in several jurisdictions from which the Company has received or expects to receive one-time, up front market access fees in cash or equity securities (specific to one operator agreement) and certain other fees in cash generally based on a percentage of the gross gaming revenue generated by the operator, with certain annual minimum guarantees due to the Company. The one-time market access fees received have been recorded as deferred revenue and will be recognized as gaming revenue ratably over the respective contract terms, beginning with the commencement of operations of each respective agreement. The Company recognized commissions in certain states from online sports betting and iGaming which are included in gaming revenue for the year ended December 31, 2022 and 2021. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $4.1 million and $6.8 million as of December 31, 2022 and 2021, respectively, and is included in “Accrued liabilities” and “Other long-term liabilities” in the consolidated balance sheets. All other revenues, including market access and B2B service revenue generated by the North America Interactive and International Interactive reportable segments, are recognized at the time the goods are sold or the service is provided. Racing Racing revenue includes Bally’s Twin River’s, Bally’s Tiverton’s, Bally’s Arapahoe Park’s and Bally’s Dover’s share of wagering from live racing and the import of simulcast signals. Racing revenue is recognized upon completion of the wager based upon an established take-out percentage. The Company functions as an agent to the pari-mutuel pool. Therefore, fees and obligations related to the Company’s share of purse funding, simulcasting fees, tote fees, pari-mutuel taxes, and other fees directly related to the Company’s racing operations are reported on a net basis and included as a reduction to racing revenue. Non-gaming Revenue Non-gaming revenue consists of hotel, food, beverage, retail, entertainment and other revenue. Hotel revenue is recognized 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, beverage, and retail revenues are recognized at the time the goods are sold from Company-operated outlets. The estimated standalone selling price of hotel rooms is determined based on observable prices. The standalone selling price of food, beverage, retail, entertainment and other goods and services are determined based upon the actual retail prices charged to customers for those items. Cancellation fees for hotel and meeting space services are recognized upon cancellation by the customer and are included in Non-gaming revenue within our 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 years ended December 31, 2022, 2021 and 2020: Years Ended December 31, (in thousands) 2022 2021 2020 Hotel $ 87,540 $ 55,782 $ 15,099 Food and beverage 70,476 61,038 18,548 Retail, entertainment and other 10,195 7,556 3,031 $ 168,211 $ 124,376 $ 36,678 Sales tax and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in revenue or operating expenses. The following table provides a disaggregation of total revenue by segment (in thousands): Years Ended December 31, Casinos & Resorts North America Interactive International Interactive Total 2022 Gaming $ 907,431 $ 38,759 $ 899,934 $ 1,846,124 Non-gaming: Hotel 153,750 — — 153,750 Food and beverage 115,322 — — 115,322 Retail, entertainment and other 51,060 42,941 46,508 140,509 Total non-gaming revenue 320,132 42,941 46,508 409,581 Total revenue $ 1,227,563 $ 81,700 $ 946,442 $ 2,255,705 2021 Gaming $ 803,940 $ 10,442 $ 239,110 $ 1,053,492 Non-gaming: Hotel 95,356 — — 95,356 Food and beverage 92,906 — — 92,906 Retail, entertainment and other 40,626 27,910 12,153 80,689 Total non-gaming revenue 228,888 27,910 12,153 268,951 Total revenue $ 1,032,828 $ 38,352 $ 251,263 $ 1,322,443 2020 Gaming $ 298,070 $ — $ — $ 298,070 Non-gaming: Hotel 24,742 — — 24,742 Food and beverage 32,132 — — 32,132 Retail, entertainment and other 17,848 — — 17,848 Total non-gaming revenue 74,722 — — 74,722 Total revenue $ 372,792 $ — $ — $ 372,792 Revenue included in operations from Tropicana Las Vegas from the date of acquisition, September 26, 2022, of $24.1 million is reported in the Casinos & Resorts segment. Refer to Note 6 “ Business Combinat ions 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 $44.0 million and $35.5 million as of December 31, 2022 and 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 consolidated balance sheet. Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next 12 months. Advance deposits are typically for future banquet events, hotel room reservations and interactive player deposits. The banquet and hotel reservation deposits are usually received weeks or months in advance of the event or hotel stay. The Company holds restricted cash for interactive player deposits and records a corresponding withdrawal liability. Unpaid wagers include the Company’s outstanding chip liability and unpaid slot, pari-mutuel tickets and sports betting tickets. Liabilities related to contracts with customers as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Loyalty programs $ 20,264 $ 19,371 Advanced deposits from customers 27,956 33,062 Unpaid wagers 14,038 11,440 Total $ 62,258 $ 63,873 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Casinos & Resorts Acquisitions Tropicana Las Vegas - On September 26, 2022, the Company completed its acquisition of Tropicana Las Vegas. The total purchase price was $148.1 million. Cash paid by the Company at closing net of $1.8 million cash acquired, was $146.3 million, excluding transaction costs. In connection with the acquisition of Tropicana Las Vegas, the Company entered into a lease arrangement with GLPI to lease the land underlying the Tropicana Las Vegas property for an initial term of 50 years at annual rent of $10.5 million. Bally’s Quad Cities - On June 14, 2021, the Company completed its acquisition of Bally’s Quad Cities. 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. Bally’s Evansville - On June 3, 2021, the Company completed its acquisition of Bally’s Evansville. 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 15 “ Leases Bally’s Lake Tahoe - On April 6, 2021, the Company completed its acquisition of Bally’s Lake Tahoe for $14.2 million. The deferred purchase price is included within “Accrued liabilities” of the consolidated balance sheet as of December 31, 2021 and was paid in April 2022. Bally’s Shreveport - On December 23, 2020, the Company completed its acquisition of Bally’s Shreveport for total cash consideration of approximately $137.2 million. Cash paid by the Company was $133.1 million, net cash acquired and a net working capital adjustment, excluding transaction costs. Bally’s Atlantic City - On November 18, 2020, the Company completed its acquisition of Bally’s Atlantic City. The Company paid cash of approximately $24.7 million, or $16.1 million net of cash acquired, excluding transaction costs. Bally’s Kansas City and Bally’s Vicksburg - On July 1, 2020, the Company completed its acquisition Bally’s Kansas City and Bally’s Vicksburg for total cash consideration of approximately $229.9 million, or $225.5 million net of cash acquired, excluding transaction costs. Bally’s Black Hawk - On January 23, 2020, the Company acquired three casino properties located in Black Hawk, Colorado for total cash consideration of $53.8 million, or $50.5 million net of cash acquired, excluding transaction costs. The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the Casinos & Resorts acquisitions as of December 31, 2022: Acquired during the year ended December 31, 2022 2021 2021 2021 2020 2020 2020 (in thousands) Tropicana Las Vegas Bally’s Quad Cities Bally’s Evansville Bally’s Lake Tahoe Bally’s Shreveport Bally’s Atlantic City Bally’s Kansas City and Bally’s Vicksburg Preliminary (8) Final (9) Final (9) Final (9) Final (9) Final (9) Final (9) Total current assets $ 8,141 $ 6,717 $ 12,031 $ 4,683 $ 7,616 $ 11,896 $ 5,538 Property and equipment, net 136,116 73,135 12,325 6,361 125,822 40,898 60,865 Right of use assets, net 164,884 — 285,772 57,017 9,260 — 10,315 Intangible assets, net (1) to (7) 5,140 31,180 154,210 5,430 58,140 1,120 138,160 Other assets 766 — 468 — 403 — 117 Goodwill 8,590 13,308 — — — — 54,276 Total current liabilities (10,268) (5,412) (10,927) (3,546) (6,059) (11,114) (4,762) Lease liabilities (164,884) — (285,772) (52,927) (14,540) — (34,452) Other long-term liabilities (395) — (7,543) (904) (12,137) (11,132) (194) Net assets acquired 148,090 118,928 160,564 16,114 168,505 31,668 229,863 Bargain purchase gain — — (20,856) (1,942) (31,315) (32,595) — Total purchase price $ 148,090 $ 118,928 $ 139,708 $ 14,172 $ 137,190 $ (927) $ 229,863 __________________________________ (1) Tropicana Las Vegas intangible assets include rated player relationships, a trade name and pre-bookings of $2.6 million, $1.7 million and $0.8 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years, 3 years and 2 years, respectively. (2) Bally’s Quad Cities’ intangible assets 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. (3) Bally’s Evansville’s intangible assets 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. (4) Bally’s Lake Tahoe’s intangible assets include gaming licenses of $5.2 million with an indefinite life and a trade name of $0.2 million, which are being amortized on a straight-line basis over its estimated useful life of approximately six months. (5) Bally’s Shreveport intangible assets include gaming licenses of $57.7 million with an indefinite life and rated player relationships of $0.4 million which is being amortized on a straight-line basis over an estimated useful life of eight years. (6) Bally’s Atlantic City intangible assets include rated player relationships of $0.9 million and hotel and conference pre-bookings of $0.2 million, which are being amortized over useful lives of eight years and three years, respectively. (7) Bally’s Kansas City and Bally’s Vicksburg intangible assets include gaming licenses of $137.3 million with an indefinite life and rated player relationships of $0.9 million, which are being amortized on a straight-line basis over estimated useful lives of approximately eight years. (8) The Company recorded adjustments to the preliminary purchase price allocation during the year ended December 31, 2022 which decreased other current assets by $2.5 million, increased total current liabilities by $1.5 million, increased lease liabilities by $0.7 million, and increased right of use assets, net by $0.5 million, with the offset increasing goodwill by $4.2 million. (9) The Company recorded immaterial adjustments to purchase price allocations for 2021 acquisitions during the year ended December 31, 2022. The Company finalized purchase price allocations for 2020 acquisitions during the year ended December 31, 2021. 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. During the year ended December 31, 2021, the Company recorded bargain purchase gains related to Bally’s Evansville and Bally’s Lake Tahoe of $20.9 million and $2.0 million, respectively. During the year ended December 31, 2022, based on the final purchase price allocation for Bally’s Lake Tahoe, an adjustment of $0.1 million was recorded reducing the bargain purchase gain to $1.9 million. During the year ended December 31, 2020, the Company recorded bargain purchase gains related to Bally’s Shreveport and Bally’s Atlantic City of $31.3 million and $32.6 million. The Company believes it was able to acquire Bally’s Evansville, Bally’s Lake Tahoe and Bally’s Shreveport for less than fair value as a result of a distressed sale prior to Eldorado’s 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. The Company believes that it was able to acquire the net assets of Bally’s Atlantic City for less than fair value as a result of a capital expenditure requirement imposed on the Company by the New Jersey Casino Control Commission, which would have been imposed on the seller had they not divested the property. The Company incurred $4.0 million and $10.4 million of acquisition costs related to the above Casino & Resorts acquisitions during the years ended December 31, 2022 and 2021, respectively. These costs are included within “General and administrative” of the consolidated statement of operations. North America Interactive Acquisitions During 2021, the Company completed six acquisitions within its North America Interactive segment for an aggregate net investment of $400.3 million. The Company paid cash $128.8 million, net of cash acquired. Total non-cash consideration was $255.7 million, which included $58.7 million of the fair value of contingent consideration representing the issuance of Company shares if certain post-closing performance targets are met and contingent penny warrants to purchase additional Company common shares based on future operations in certain jurisdictions. In connection with one of the North America Interactive acquisitions, the Company recorded a 15.84% non-controlling interest representing shares 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, classified as permanent equity. During the year ended December 31, 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 years ended December 31, 2022 and 2021. 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) Final (2) 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 (1) 167,075 Goodwill 250,730 Total current liabilities (14,787) Deferred tax liability (15,811) Acquired non-controlling interest (3,760) Net investment in North America Interactive Acquisitions $ 400,334 __________________________________ (1) Include customer relationships of $41.5 million, which are being amortized over estimated useful lives between three three (2) The Company recorded immaterial adjustments to the purchase price allocation during the year ended December 31, 2022. Total goodwill recorded in connection with the North America Interactive Acquisitions was $250.7 million, of which $102.9 million is deductible for local tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill, which consist primarily of benefits from acquiring a talented technology workforce and management team experienced in the online gaming industry, and securing buyer-specific synergies expected to contribute to the Company’s omni-channel strategy which are expected to increase revenue and profits within the Company’s North America Interactive reportable segment. The goodwill of the North America Interactive Acquisitions has been assigned, as of the acquisition date, to the Company’s North America Interactive reportable segment. The Company incurred $3.9 million and $5.3 million of transaction costs related to the North America Interactive Acquisitions in the years ended December 31, 2022 and 2021, respectively. These costs are included within “General and administrative” of the consolidated statement of operations. 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. During the year ended December 31, 2022, the Company incurred $6.3 million of transaction costs related to the acquisition of Gamesys compared to $43.5 million during the year ended December 31, 2021. These costs are included within “General and administrative” expense in the consolidated statement of operations. 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 “General and administrative” expense in the consolidated statements of operations. The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Gamesys as of October 1, 2021: (in thousands) Final (2) Cash and cash equivalents and restricted cash $ 183,306 Accounts receivable, net 35,851 Prepaid expenses and other current assets 28,418 Property and equipment, net 15,230 Right of use assets, net 14,185 Goodwill 1,683,762 Intangible assets, net (1) 1,510,323 Other assets 17,668 Accounts payable (47,881) Accrued income taxes (40,250) Accrued liabilities (180,237) Long-term debt, net (456,469) Lease liabilities (14,185) Deferred tax liability (143,924) Other long-term liabilities (6,680) Total purchase price $ 2,599,117 __________________________________ (1) Intangible assets 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 $247.1 million, which have indefinite lives. (2) During the year ended December 31, 2022, the Company recorded adjustments to the purchase price allocation including a $0.5 million increase to prepaid expenses and other current assets, a $5.3 million increase to goodwill, a $2.7 million decrease to intangible assets, net and a $3.1 million increase to accrued liabilities. 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. Goodwill recognized is not deductible for local tax purposes. Revenue and net income included in operations from Gamesys reported in the Company’s International Interactive and North America Interactive reportable segments for the year ended December 31, 2021 was $257.1 million and $18.2 million, respectively. Supplemental Pro Forma Consolidated Information The following unaudited pro forma consolidated financial information for the twelve months ended December 31, 2021 combines the results of the Company for the year ended December 31, 2021 and the unaudited results of Bally’s Lake Tahoe, Bally’s Evansville and Gamesys for each period subsequent to their respective acquisition dates through December 31, 2021. The following unaudited pro forma consolidated financial information for the twelve months ended December 31, 2020 combines the Company’s historical results with pro forma amounts for Bally’s Lake Tahoe, Bally’s Evansville and Gamesys. The unaudited pro forma consolidated financial information assumes that the acquisitions of Bally’s Lake Tahoe, Bally’s Evansville and Gamesys had occurred as of January 1, 2020. The pro forma consolidated financial information has been calculated after applying the Company’s accounting policies and includes adjustments related to the issuance of new debt and equity offerings as of January 1, 2020 as well as non-recurring adjustments for amortization of acquired intangible assets, compensation expense for share-based compensation arrangements that were cash settled in conjunction with the acquisitions, interest expense, transaction costs, together with the consequential tax effects. The revenue, earnings and pro forma effects of the Bally’s Interactive Acquisitions and Bally’s Quad Cities completed during the year ended December 31, 2021 and Tropicana Las Vegas in the third quarter of 2022 are not material to results of operations, individually or in the aggregate. These unaudited pro forma financial results are presented for informational purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the acquisitions actually taken place on January 1, 2020. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the acquisitions. Years Ended December 31, (in thousands, except per share data) 2021 2020 Revenue $ 2,221,870 $ 1,529,369 Net income (loss) $ 46,048 $ (129,374) The following unaudited pro forma consolidated financial information for the year ended December 31, 2020 combines the results of the Company for the year ended December 31, 2020 and the unaudited results of Bally’s Kansas City, Bally’s Vicksburg and Bally’s Shreveport for each period subsequent to their respective acquisition dates through December 31, 2020. The following unaudited pro forma consolidated financial information for the twelve months ended December 31, 2020 combines the Company’s historical results with pro forma amounts for Bally’s Kansas City, Bally’s Vicksburg and Bally’s Shreveport . The unaudited pro forma consolidated financial information assumes that the acquisitions of Bally’s Kansas City, Bally’s Vicksburg and Bally’s Shreveport had occurred as of January 1, 2019. (in thousands, except per share data) Year Ended December 31, 2020 Revenue $ 465,685 Net loss $ (7,450) |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS AND LIABILITIES HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALEThe Company applies a criteria that must be met before an asset is classified as held for sale, including that management, with the appropriate authority, commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. The Company recognizes assets held for sale at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge may be recorded for any difference between fair value and the carrying value. As of December 31, 2022, one of the Company’s North America Interactive businesses met the criteria to be classified as assets held for sale but did not qualify as discontinued operations as it did not represent a strategic shift having a major effect on the Company’s operations and financial results. The major classes of assets and liabilities classified as held for sale as of December 31, 2022 are as follows: (in thousands) December 31, 2022 Assets: Restricted cash, prepaid expenses and other current assets $ 3,756 Goodwill 9,399 Intangible assets, net 4,022 Assets held for sale (1) $ 17,177 Liabilities related to assets held for sale (1)(2) $ 3,409 __________________________________ (1) All assets and liabilities held for sale were classified as current as it’s probable the sale will be completed within one year. (2) Liabilities related to assets held for sale were made up of accounts payable and accrued liabilities. The revenues and net loss attributable to the business classified as held for sale were not significant for the year ended December 31, 2022. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | PREPAID EXPENSES AND OTHER ASSETS As of December 31, 2022 and 2021, prepaid expenses and other assets was comprised of the following: December 31, (in thousands) 2022 2021 Services and license agreements $ 31,396 $ 21,496 Due from payment service providers 30,621 15,984 Purse funds 8,093 8,286 Prepaid marketing 8,042 10,066 Prepaid insurance 6,374 9,637 Sales tax 5,900 18,308 Other 10,291 20,686 Total prepaid expenses and other current assets $ 100,717 $ 104,463 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT As of December 31, 2022 and 2021, property and equipment, net was comprised of the following: December 31, (in thousands) 2022 2021 Land $ 259,378 $ 75,328 Land improvements 31,197 34,704 Building and improvements 752,964 650,837 Equipment 246,340 182,006 Furniture and fixtures 63,753 47,258 Construction in process 116,181 53,715 Total property, plant and equipment 1,469,813 1,043,848 Less: Accumulated depreciation (1) (267,711) (205,197) Property and equipment, net $ 1,202,102 $ 838,651 __________________________________ (1) Depreciation expenses on property and equipment for the years ended December 31, 2022, 2021 and 2020 was $71.7 million, $53.7 million and $33.0 million, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS 2022 Annual Impairment Assessment As of October 1, 2022, the Company performed its annual impairment assessment of goodwill and long lived assets for all reporting units and asset groups. Each individual property within the Casinos and Resorts operating segment is determined to be its own reporting unit and asset group. The reporting units and asset groups for the North America Interactive and International Interactive operating segments are the operating segments. The estimated fair values of the reporting units were determined through a combination of discounted cash flow models and market-based approaches, which utilized Level 3 inputs. For the North America Interactive reporting unit and asset group, primarily due to a decline in actual and projected revenues, the Company determined that it was more likely than not that the fair value of the reporting unit was less than its carrying value and therefore, a quantitative impairment analysis was performed. Based on this analysis, the Company recorded an aggregate $390.7 million non-cash impairment charge in its North America Interactive reporting unit. The Company allocated the loss first to intangible assets in the amount of $159.1 million and then the residual of $231.6 million to goodwill. One component of the North America Interactive reporting unit met the criteria to be classified as held for sale during the fourth quarter of 2022. Accordingly, the Company performed a relative fair value allocation of goodwill to this component. No further impairment was recorded upon classifying this component as held for sale as the fair value exceeded the carrying value as of December 31, 2022. The Company performed a quantitative test of goodwill for the International Interactive reporting unit and determined that the fair value of the International Interactive reporting unit and asset group exceeded its carrying amount and thus, there was no impairment. If future results significantly vary from current estimates and related projections, the Company may be required to record impairment charges. The Company recorded an impairment loss within the International Interactive segment of $73.3 million related to a long-standing indefinite lived trademark acquired as part of the Gamesys acquisition. This trademark is being de-emphasized for other newer brands in Asia and Rest of World, resulting in a decline in actual and projected revenues attributable to the trademark as compared to when the fair value was determined during the purchase price allocation of the Gamesys acquisition. The fair value of the trademark was determined using a relief from royalty method, which utilized Level 3 inputs. These charges are recorded within “Impairment charges” in the consolidated statement of operations. For all reporting units within the Casinos and Resorts segment, the Company performed a qualitative analysis for the annual assessment of goodwill and indefinite lived intangible assets (commonly referred to as “Step Zero”). From a qualitative perspective, in evaluating whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, relevant events and circumstances are taken into account, with greater weight assigned to events and circumstances that most affect the fair value or the carrying amounts of its assets. Items that were considered included, but were not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial performance. After assessing these and other factors, the Company determined that it was more likely than not that the fair value of all reporting units within the Casinos and Resorts segment exceeded their carrying amounts as of October 1, 2022. If future results vary significantly from current estimates and related projections, the Company may be required to record impairment charges. 2021 Trade Name Impairment During the second quarter of 2021, the Company committed to rebrand a majority of its casino portfolio with Bally’s trade name. In connection with this rebranding initiative, the Company determined it should complete an interim quantitative impairment test of its trade names at Bally’s Dover and Bally’s Black Hawk. As a result of the analysis, the Company recorded an impairment charge of $4.7 million during the three months ended June 30, 2021 recorded within “ Impairment charges The change in carrying value of goodwill by reportable segment for the years ended December 31, 2022 and 2021 is as follows: (in thousands) Casinos & Resorts North America Interactive International Interactive Total Goodwill as of December 31, 2020 (1) $ 186,979 $ — $ — $ 186,979 Goodwill from current year business combinations 14,593 283,767 1,645,200 1,943,560 Effect of foreign exchange — (409) (7,857) (8,266) Purchase accounting adjustments on prior year business combinations 380 — — 380 Goodwill as of December 31, 2021 (1) $ 201,952 $ 283,358 $ 1,637,343 $ 2,122,653 Goodwill from current year business combinations 8,590 — — 8,590 Impairment charges — (231,569) — (231,569) Effect of foreign exchange — (2,889) (145,424) (148,313) Purchase accounting adjustments on prior year business combinations (1,285) 239 5,286 4,240 Transferred to assets held for sale (3) — (9,399) — (9,399) Goodwill as of December 31, 2022 (2) $ 209,257 $ 39,740 $ 1,497,205 $ 1,746,202 __________________________________ (1) Amounts are shown net of accumulated goodwill impairment charges of $5.4 million for Casinos and Resorts. (2) Amounts are shown net of accumulated goodwill impairment charges of $5.4 million and $140.4 million for Casinos and Resorts and North America Interactive, respectively. (3) Goodwill transferred to assets held for sale consists of $100.6 million of goodwill and $91.2 million of accumulated impairment. The change in intangible assets, net for the years ended December 31, 2022 and 2021 is as follows (in thousands): Intangible assets, net as of December 31, 2020 $ 663,395 Intangible assets from current year business combinations 1,870,918 Change in TRA with Sinclair (1) (850) Effect of foreign exchange (12,538) Impairment charges (4,675) Internally developed software 20,952 Other intangibles acquired 31,551 Less: Accumulated amortization (90,801) Intangible assets, net as of December 31, 2021 $ 2,477,952 Intangible assets from current year business combinations 5,140 Change in TRA with Sinclair (1) (22,806) Effect of foreign exchange (125,911) Impairment charges (232,409) Internally developed software 37,121 Other intangibles acquired (2) 55,782 Transferred to assets held for sale (4,022) Less: Accumulated amortization (228,909) Intangible assets, net as of December 31, 2022 $ 1,961,938 __________________________________ (1) Refer to Note 13 “ Sinclair Agreement (2) Includes the gaming license related to Bally’s Chicago. The Company’s identifiable intangible assets consist of the following: Weighted December 31, 2022 (in thousands, except years) Gross Carrying Amount Accumulated Net Amortizable intangible assets: Naming rights - Sinclair (1) 8.1 $ 314,585 $ (58,982) $ 255,603 Trade names 2.7 17,750 (16,196) 1,554 Hard Rock license 24.5 8,000 (2,061) 5,939 Customer relationships 5.8 907,199 (166,155) 741,044 Developed technology 5.7 256,512 (45,769) 210,743 Internally developed software 4.0 26,520 (5,444) 21,076 Gaming licenses 7.8 34,016 (4,892) 29,124 Other 2.6 4,917 (2,110) 2,807 Total amortizable intangible assets 1,569,499 (301,609) 1,267,890 Intangible assets not subject to amortization: Gaming licenses Indefinite 529,171 — 529,171 Trade names Indefinite 164,391 — 164,391 Other Indefinite 486 — 486 Total unamortizable intangible assets 694,048 — 694,048 Total intangible assets, net $ 2,263,547 $ (301,609) $ 1,961,938 __________________________________ (1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 13 “ Sinclair Agreement Weighted December 31, 2021 (in thousands, except years) Gross 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 $228.9 million, $91.1 million and $4.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Refer to Note 6 “ Business Combinations Sinclair Agreement The following table shows the remaining amortization expense associated with finite lived intangible assets as of December 31, 2022: (in thousands) 2023 $ 208,640 2024 207,168 2025 205,934 2026 204,624 2027 198,627 Thereafter 242,897 $ 1,267,890 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement: December 31, 2022 (in thousands) Balance Sheet Location Level 1 Level 2 Level 3 Assets: Cash and cash equivalents Cash and cash equivalents $ 212,515 $ — $ — Restricted cash Cash and cash equivalents 52,669 — — Convertible loans Prepaid expenses and other current assets 657 — — Convertible loans Other assets — — 10,212 Investments in equity securities Other assets 2,395 — — Total $ 268,236 $ — $ 10,212 Liabilities: Sinclair Performance Warrants Naming rights liabilities $ — $ — $ 36,987 Contingent consideration Contingent consideration payable — — 8,220 Total $ — $ — $ 45,207 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 There were no transfers made among the three levels in the fair value hierarchy for the years ended December 31, 2022 and 2021. The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities: ( in thousands) Performance Warrants Contingent Consideration Other Assets Total Balance as of December 31, 2020 $ 88,119 $ — $ — $ 88,119 Additions in the period (acquisition fair value) — 58,623 2,025 60,648 Change in fair value (18,555) (23,692) — (42,247) Balance as of December 31, 2021 69,564 34,931 2,025 106,520 Additions in the period (acquisition fair value) — — 3,777 3,777 Reductions in the period — (15,862) — (15,862) Change in fair value (32,577) (10,849) 4,410 (39,016) Balance as of December 31, 2022 $ 36,987 $ 8,220 $ 10,212 $ 55,419 The gains (losses) recognized in the consolidated statements of operations for derivatives not designated as hedging instruments during the years ended December 31, 2022 and 2021 are as follows: Consolidated Statements of Operations Location Year Ended December 31, (in thousands) 2022 2021 2020 Foreign exchange forward contracts Other non-operating expenses, net $ — $ (20,882) $ — Sinclair Performance Warrants Other non-operating expenses, net 32,577 18,555 (32,878) Sinclair Options Other non-operating expenses, net — (1,526) (24,782) Foreign exchange forward contracts The fair values of foreign exchange forward contract assets and liabilities are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates. The Company’s foreign exchange forward contracts were not designated as hedging instruments under ASC 815. Gains (losses) recognized in earnings resulting from the change in fair value were reported within “Other non-operating expenses, net” on the consolidated statements of operations. On April 16, 2021, a subsidiary of the Company entered into foreign exchange forward contracts to hedge the risk of appreciation of the British Pound Sterling (“GBP”)-denominated purchase price related to the Gamesys acquisition pursuant to which the subsidiary can purchase approximately £900 million at a contracted exchange rate and appreciation of both the GBP-denominated and Euro-denominated debt held by Gamesys which would be paid off at closing of the Gamesys acquisition pursuant to which the subsidiary can purchase £200 million and €336 million, at contracted exchange rates, respectively. To enter into these foreign exchange forward contracts, the Company paid total premiums to the contract counterparties of $22.6 million. On August 20, 2021, two of the above mentioned foreign exchange forward contracts were modified, decreasing the notional amount of the GBP-denominated forward purchase commitments by £746 million to £354 million, collectively. The Company received $1.7 million upon settlement of the modification, which decreased the remaining fair value of the contracts. On October 1, 2021, the above mentioned foreign exchange forward contracts were discontinued as part of the acquisition of Gamesys. The Company received $0.1 million at closing, which was reported within “Other non-operating expenses, net” on the consolidated statements of operations. The company did not have any foreign exchange forward contracts outstanding as of December 31, 2022 and 2021. 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 the Company’s common stock trading price, risk free interest rates, the Company’s common stock price as of the valuation date and expected terms. 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 Company’s acquisition of Monkey Knife Fight (“MKF”) and Telescope Inc. (“Telescope”) which are included within the Company’s North America Interactive acquisitions in Note 6 “ Business Combinations Convertible loans The Company has certain agreements with vendors to provide a portfolio of games to its customers. Pursuant to these agreements, the Company has issued loans to its vendors and has an option to convert the loans to shares of the vendors’ equity, exercisable within a specified time period. The Company recorded the short-term portion of the instruments within “Prepaid expenses and other current assets” and the long-term portion of the instruments within “Other assets” at their fair value. The fair value of the loans to vendors with share prices quoted on active markets are classified within Level 1 of the hierarchy and the fair value of the loans to vendors with share values based on unobservable inputs are classified within Level 3 of the hierarchy, both with changes to fair value included within “Other non-operating expenses, net” of the consolidated statements of operations. Investment in equity securities The Company has a long term investment in an unconsolidated entity which it accounts for under the equity method of accounting. The Company has elected the fair value option allowed by ASC 825, Financial Instruments , with respect to this investment. Under the fair value option, the investment is remeasured at fair value at each reporting period through earnings. The Company measures fair value using quoted prices in active markets that are classified within Level 1 of the hierarchy, with changes to fair value included within “Other non-operating expenses, net” of the consolidated statements of operations. Long-term debt The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of the Company’s long-term debt is net of debt issuance costs and debt discounts. Refer to Note 14 “ Long-Term Debt December 31, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan Facility $ 1,884,082 $ 1,872,238 $ 1,897,030 $ 1,945,000 5.625% Senior Notes due 2029 734,497 555,000 732,660 746,250 5.875% Senior Notes due 2031 732,976 529,905 731,537 754,223 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILTIES | ACCRUED LIABILITIES As of December 31, 2022 and 2021, accrued liabilities consisted of the following: December 31, (in thousands) 2022 2021 GLPI advance deposit (1) $ 200,000 $ — Gaming liabilities 168,386 170,508 Compensation 60,463 49,764 Interest payable 36,173 46,292 Other 108,909 134,864 Total accrued liabilities $ 573,931 $ 401,428 __________________________________ (1) Refer to Note 15 “ Leases |
SINCLAIR AGREEMENT
SINCLAIR AGREEMENT | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Sinclair Agreement | SINCLAIR AGREEMENT On November 18, 2020, the Company and Sinclair entered into a Framework Agreement (the “Sinclair Agreement”), which provides for a long-term strategic relationship between the Company and Sinclair combining Bally’s integrated, proprietary sports betting technology with Sinclair’s portfolio of local broadcast stations and its Tennis Channel, Stadium sports network and STIRR streaming service. The Company received naming rights to the regional sports networks and certain integrations to network programming in exchange for annual fees paid in cash, the issuance of warrants and options and an agreement to share in certain tax benefits resulting from the Tax Receivable Agreement (“TRA”) with Sinclair. The initial term of the agreement is ten years from the commencement date of the re-branded regional sports networks and can be renewed for one additional five-year term unless either the Company or Sinclair elect not to renew. Naming Rights Intangible Asset Under the terms of the Sinclair Agreement, the Company is required to pay annual naming rights fees to Diamond Sports Group for naming rights of the regional sports networks which escalate annually and total $88.0 million over the 10-year term of the agreement beginning April 1, 2021. The Company accounted for this transaction as an asset acquisition in accordance with the “Acquisition of Assets Rather Than a Business” subsections of ASC 805-50, Business Combinations—Related Issues , using a cost accumulation model. The naming rights intangible asset represents the consideration transferred on the acquisition date comprised of the present value of annual naming rights fees, the fair value of the warrants and options and an estimate of the TRA payments, each explained below. The naming rights intangible asset, net of accumulated amortization, was $255.6 million and $311.7 million as of December 31, 2022 and 2021, respectively. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks, and was $33.3 million and $25.7 million for the years ended December 31, 2022 and 2021, respectively. Refer to Note 10 “ 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 December 31, 2022 and 2021 was $59.3 million and $58.9 million, respectively. The short-term portion of the liability, which was $6.0 million and $2.0 million as of December 31, 2022 and 2021, respectively, is recorded within “Accrued liabilities” and the long-term portion of the liability, which was $53.3 million and $56.9 million as of December 31, 2022 and 2021, respectively, is recorded within “Naming rights liabilities” in the consolidated balance sheets. Accretion expense for the years ended December 31, 2022 and 2021 was $4.4 million and $4.3 million, respectively, and was reported in “Interest expense, net of amounts capitalized” in the consolidated statements of operations. Warrants and Options The Company issued to Sinclair (i) an immediately exercisable warrant to purchase up to 4,915,726 shares of the Company at an exercise price of $0.01 per share (“the Penny Warrants”), (ii) a warrant to purchase up to a maximum of 3,279,337 additional shares of the Company at a price of $0.01 per share subject to the achievement of various performance metrics (the “Performance Warrants”) and (iii) an option to purchase up to 1,639,669 additional shares in four tranches with purchase prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing (the “Options”). The exercise and purchase prices and the number of shares issuable upon exercise of the warrants and options are subject to customary anti-dilution adjustments. The issuance pursuant to the warrants and options of shares in excess of 19.9% of the Company’s currently outstanding shares was subject to the approval of the Company’s stockholders in accordance with the rules of the New York Stock Exchange, which was obtained on January 27, 2021. Penny Warrants & Options - The Penny Warrants and Options are equity classified instruments under 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 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, 2022 and 2021, and is recorded within “Additional paid-in capital” in the 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. The fair value as of December 31, 2022 and 2021 was $37.0 million and $69.6 million, respectively, and was calculated using an option pricing model, considering the Company’s estimated probabilities of achieving the performance milestones for each tranche. Inputs to this valuation approach include volatility between 63% and 66%, risk free rates between 1.02% and 4.01%, the Company’s common stock price for each period and expected terms between 3.4 and 8.0 years. The fair value is recorded within “Naming Rights liabilities” of the consolidated balance sheets. Tax Receivable Agreement |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT As of December 31, 2022 and 2021, long-term debt consisted of the following: December 31, (in thousands) 2022 2021 Term Loan Facility $ 1,925,550 $ 1,945,000 Revolving Credit Facility 137,000 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 (27,729) (31,425) Less: Unamortized deferred financing fees (46,266) (52,348) Long-term debt, including current portion 3,488,555 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 $ 3,469,105 $ 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, (i) incur additional indebtedness, (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, (iii) enter into certain transactions with affiliates, (iv) sell or otherwise dispose of assets, (v) create or incur liens and (vi) merge, consolidate or sell all or substantially all of the Company’s assets. These covenants are subject to exceptions and qualifications set forth in the indenture. Credit Facility On October 1, 2021, 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 December 31, 2022, the Company’s borrowings under the Revolving Credit Facility did not exceed 30% and therefore, financial covenants did not apply. 6.75% Senior Notes due 2027 On May 10, 2019, the Company, issued $400 million aggregate principal amount of 6.75% unsecured senior notes due June 1, 2027 and, on October 9, 2020, the Company issued an additional $125 million aggregate principal amount of 6.75% unsecured senior notes due June 1, 2027 (together, the “2027 Notes”). On September 7, 2021, the Company redeemed $210 million aggregate principal amount of the 2027 Notes at a redemption price of 106.750% of the principal amount using a portion of the proceeds of the Company’s April 2021 public offering of common stock. On October 5, 2021, the Company redeemed the remaining $315 million aggregate principal amount of the 2027 Notes at a redemption price of 109.074% of the principal amount using a portion of the proceeds of its Term Loan Facility. In connection with the termination of a prior credit agreement and the 2027 Notes, the Company recorded a loss on extinguishment of debt of $103.0 million in its consolidated statements of operations during the year ended December 31, 2021. Debt Maturities As of December 31, 2022, the contractual annual principal maturities of long-term debt, including the Revolving Credit Facility, are as follows: (in thousands) 2023 $ 19,450 2024 19,450 2025 19,450 2026 156,450 2027 19,450 Thereafter 3,328,300 $ 3,562,550 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Operating Leases The Company is committed under various operating lease agreements for real estate and property used in operations. Certain leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options. Certain of these leases include percentage rent payments based on property revenues and/or rent escalation provisions determined by increases in the consumer price index (“CPI”). These percentage rent and escalation provisions are treated as variable lease payments and recognized as lease expense in the period in which the obligation for those payments are incurred. Discount rates used to determine the present value of the lease payments are based on the Company’s incremental borrowing rate commensurate with the term of the lease. The Company had total operating lease liabilities of $836.1 million and $531.0 million as of December 31, 2022 and 2021, respectively, and right of use assets of $808.9 million and $507.8 million as of December 31, 2022 and 2021, respectively, which were included in the consolidated balance sheets. GLPI Leases As of December 31, 2022, the Company’s Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities and Bally’s Black Hawk properties are leased under the terms of a master lease agreement (the “Master Lease”) with GLPI. All GLPI leases are accounted for as operating leases within the provisions of ASC 842 over the lease term or until a re-assessment event occurs. The Master Lease has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $52.0 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of December 31, 2022. In connection with the sale of the real estate for Bally’s Dover in the second quarter of 2021, the Company received proceeds of $144.0 million and recognized a net gain of $53.4 million. In connection with the sale of the real estate for Bally’s Quad Cities and Bally’s Black Hawk during the second quarter of 2022, the Company received proceeds of $150.0 million and recognized a gain of $50.8 million. The gains recorded on the transactions represent the difference in the respective transaction prices and the derecognition of assets and are recorded within “General and administrative” in the consolidated statements of operations. In addition to the properties under the Master Lease explained above, the Company has also entered into a lease with GLPI for the land associated with Tropicana Las Vegas which the Company acquired during the fourth quarter of 2022. This lease has an initial term of 50 years (with a maximum term of 99 years with renewal options) at annual rent of $10.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of December 31, 2022. On January 3, 2023, the Company completed a transaction with GLP Capital, L.P., the operating partnership of GLPI, related to the land and real estate assets of Bally’s Tiverton and Hard Rock Biloxi for total consideration of $635.0 million. The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds will be applied to reduce the Company’s debt. These properties will be added to the Master Lease, increasing minimum annual payments by $48.5 million. During the third quarter of 2022, the Company received an advance deposit of $200.0 million in connection with this agreement which was recorded within “Accrued liabilities” in the consolidated balance sheets as of December 31, 2022. Components of lease expense included within “General and administrative” for operating leases during the years ended December 31, 2022, 2021 and 2020 are as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Operating lease cost $ 75,675 $ 36,354 $ 3,256 Variable lease cost 8,386 4,191 56 Operating lease expense 84,061 40,545 3,312 Short-term lease expense 17,536 11,746 2,158 Total operating lease expense $ 101,597 $ 52,291 $ 5,470 Supplemental cash flow and other information related to operating leases for the year ended December 31, 2022 and 2021, are as follows: Year Ended December 31, ($ in thousands) 2022 2021 Cash paid for amounts included in the lease liability - operating cash flows from operating leases $ 68,689 $ 37,032 Right of use assets obtained in exchange for operating lease liabilities $ 341,747 $ 818,405 Weighted average remaining lease term 20.7 years 15.3 years Weighted average discount rate 6.7 % 6.1 % As of December 31, 2022, future minimum lease payments under noncancelable operating leases are as follows: (in thousands) 2023 $ 82,680 2024 87,308 2025 91,310 2026 90,565 2027 84,912 Thereafter 1,270,751 Total lease payments 1,707,526 Less: present value discount (871,385) Lease obligations $ 836,141 Future minimum lease payments disclosed in the table above include $87.7 million related to extension options that are reasonably certain of being exercised. The table above does not include $18.1 million of payments for leases signed but not yet commenced as of December 31, 2022. Financing Obligation Bally’s Chicago Operating Company, LLC., an indirect wholly-owned subsidiary of the Company, entered into a ground lease for the land on which Bally’s Chicago will be built, which is accounted for as a financing obligation in accordance with ASC 470 Debt as the transaction did not qualify as a sale under ASC 842. The lease commenced November 18, 2022 and has a 99-year term followed by ten separate 20-year renewals at the Company’s option. The Company recorded land within property and equipment, net of $200.0 million with a corresponding long-term financing obligation of $200.0 million on its consolidated balance sheets as of December 31, 2022. All lease payments are recorded as interest expense and there is no reduction to the financing obligation over the lease term. Bally’s Chicago made cash payments, and recorded corresponding interest expense, of $2.0 million during the year ended December 31, 2022. Lessor The Company leases its hotel rooms to patrons and records the corresponding lessor revenue in “ Non-gaming revenue |
EQUITY PLANS
EQUITY PLANS | 12 Months Ended |
Dec. 31, 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. The 2015 Incentive Plan provided for the grant of stock options, time-based RSUs, RSAs, PSUs and other stock-based awards (“OSBAs”) (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. As of December 31, 2022, 3,240,857 shares were available for grant under the 2021 Incentive Plan. Share-Based Compensation The Company recognized total share-based compensation expense of $27.9 million, $20.1 million and $17.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. The total income tax benefit for share-based compensation arrangements was $7.1 million, $5.1 million, and $6.9 million, for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, there was $17.2 million of unrecognized compensation cost related to outstanding share-based compensation arrangements (including stock options, RSA, RSU and PSU arrangements) which is expected to be recognized over a weighted average period of 1.2 years. Stock Options Stock option activity under the 2010 Option Plan for the year ended December 31, 2022 is as follows: Shares Weighted Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 20,000 $ 4.31 1.9 years $ 0.7 million Exercised (20,000) $ 4.31 Outstanding at December 31, 2022 — Exercisable at December 31, 2022 — $ — $ — $ — There were no stock options granted during the years ended December 31, 2022, 2021 or 2020. The total intrinsic value of options exercised was $0.6 million, $3.4 million and $0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. There was no remaining compensation cost relating to unvested stock options as of December 31, 2022, 2021 or 2020. Restricted Stock Units and Performance-Based Restricted Stock Units Under the 2015 Incentive Plan, RSUs and PSUs have been awarded to eligible employees, members of the Company’s senior management and certain members of its Board of Directors. Each RSU and PSU represents the right to receive one share of the Company’s common stock. RSUs generally vest in one-third increments over a three year period, and compensation cost is recognized over the respective service periods based on the grant date fair value. PSUs generally vest over a three year period depending on the individual award agreement and become eligible for vesting upon attainment of performance objectives for the performance period. The number of PSUs that may become eligible for vesting varies and is dependent upon whether the performance targets are met, partially met or exceeded each year. The fair value of RSUs and PSUs is based on the Company’s common stock price as of the grant date. The following summary presents information of equity-classified RSU and PSU activity for the year ended December 31, 2022: Restricted Stock Performance Weighted Outstanding at December 31, 2021 960,493 29,995 $ 48.28 Granted 359,051 115,174 30.13 Vested (627,765) (29,995) 44.27 Forfeited (37,452) (53,041) 38.59 Outstanding at December 31, 2022 654,327 62,133 $ 38.35 The weighted average grant date fair value for RSUs and PSUs was $30.13, $53.52 and $31.27 in 2022, 2021, and 2020, respectively. The total intrinsic value of RSUs vested was $15.3 million, $9.1 million and $23.7 million, for the years ended December 31, 2022, 2021 and 2020, respectively. For PSU awards, performance objectives for each year are established no later than 90 days following the start of the year. As the performance targets have not yet been established for the PSUs that are eligible to be earned in 2023, a grant date has not yet been established for those awards in accordance with ASC 718. The grant date for the 2022, 2021 and 2020 performance periods have been established and, based upon achievement of the performance criteria for the years ended December 31, 2022, 2021 and 2020, 62,133, 29,995 and 31,478 PSUs, respectively, became eligible for vesting. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Capital Return Program The Company has a Board of Directors approved capital return program under which the Company may expend a total of up to $700 million for share repurchases and payment of dividends. Future share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions. The amount, timing and 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. As of December 31, 2022, $194.6 million was available for use under the capital return program. Total share repurchase activity during the years ended December 31, 2022, 2021 and 2020 is as follows: Year Ended December 31, (in thousands, except share and per share data) 2022 (1) 2021 2020 Number of common shares repurchased 6,621,841 2,188,532 1,812,393 Total cost $ 153,366 $ 87,024 $ 33,292 Average cost per share, including commissions $ 23.16 $ 39.76 $ 18.37 __________________________________ (1) Includes 4.7 million shares repurchased from the Company’s modified Dutch auction tender offer completed July 27, 2022 at a price of $22.00 per share for an aggregate purchase price of $103.3 million. All shares repurchased during the years ended December 31, 2022, 2021 and 2020 were transferred to treasury stock. The Company retired 7,394,642, 3,492,222 and 10,892,083 shares of its common stock held in treasury during the years ended December 31, 2022, 2021 and 2020, respectively. The shares were returned to the status of authorized but unissued shares. As of December 31, 2022, there were no shares remaining in treasury. During the year ended December 31, 2020, the Company paid cash dividends of $0.10 per common share for a total cost of approximately $3.2 million. There were no cash dividends paid during the years ended December 31, 2022 and 2021. Common Stock Offering On April 20, 2021, the Company issued a total of 12,650,000 shares of Bally’s common stock in an underwritten public offering at a price to the public of $55.00 per share. Net proceeds from the offering were approximately $671.4 million, after deducting underwriting discounts, but before expenses. On April 20, 2021, the Company issued to affiliates of Sinclair a warrant to purchase 909,090 common shares for an aggregate purchase price of $50.0 million, or $55.00 per share. The 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. Preferred Stock The Company has authorized the issuance of up to 10 million shares of $0.01 par value preferred stock. As of December 31, 2022 and 2021, no shares of preferred stock have been issued. Shares Outstanding As of December 31, 2022, the Company had 46,670,057 common shares issued and outstanding. The Company issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of certain performance targets. These incremental shares are summarized below: Sinclair Penny Warrants (Note 13) 7,911,724 Sinclair Performance Warrants (Note 13) 3,279,337 Sinclair Options (1) (Note 13) 1,639,669 MKF Penny warrants (Note 11) 34,455 MKF Contingent shares (Note 11) 344,625 Telescope Contingent shares (Note 11) 8,626 SportCaller contingent shares (4) (Note 11) 357,735 Outstanding awards under Equity Incentive Plans (Note 16) 716,460 14,292,631 __________________________________ (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 December 31, 2022, payable in shares subject to certain post-acquisition earnout 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 1.0666 as of December 31, 2022 and the closing share price of Company common shares of $19.38 per share to calculate the shares expected to be issued if all earn-out targets are met. Accumulated Other Comprehensive Income (Loss) The following table reflects the change in accumulated other comprehensive loss by component, net of tax, for the years ended December 31, 2022, 2021 and 2020: (in thousands) Foreign Currency Translation Adjustments Defined Benefit Pension Plan Total Accumulated other comprehensive loss at December 31, 2019 $ — $ (1,888) $ (1,888) Current period other comprehensive loss — (1,256) (1,256) Accumulated other comprehensive loss at December 31, 2020 — (3,144) (3,144) Current period other comprehensive income (loss) (25,833) 2,064 (23,769) Reclassification adjustments to net earnings — 104 104 Accumulated other comprehensive loss at December 31, 2021 (25,833) (976) (26,809) Current period other comprehensive income (loss) (270,151) 1,320 (268,831) Accumulated other comprehensive income (loss) at December 31, 2022 $ (295,984) $ 344 $ (295,640) |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Multi-employer Defined 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 risks of participating in these multi-employer plans are different from single-employer plans in the following aspects: • Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The following table outlines the Company’s participation in multi-employer pension plans for the years ended December 31, 2022, 2021 and 2020 and sets forth the calendar year contributions and accruals for each plan. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three-digit plan number. The most recent Pension Protection Act zone status available in 2022 and 2021 relates to the plans’ two most recent fiscal year-ends. The zone status is based on information that the Company received from the plans’ administrators and is certified by each plan’s actuary. Plans certified in the red zone are generally less than 65% funded, plans certified in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans certified in the yellow zone are less than 80% funded and plans certified in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates whether a financial improvement plan (“FIP”) for yellow/orange zone plans, or a rehabilitation plan (“RP”) for red zone plans, is either pending or has been implemented. As of December 31, 2022 and 2021, all plans that have either a FIP or RP requirement have had the respective plan implemented. EIN/ Pension Pension Protection Act FIP/RP Status Contributions and Accruals (in $000’s) Company Union Pension Fund 2022 2021 2022 2021 2020 SEIU National Industry Pension Fund 52-6148540 Red Red Yes/Implemented $ 495 $ 460 $ 366 No 4/30/2025 New England Carpenters Pension Fund (1) 51-6040899 Green Green No 95 75 91 No 5/31/2024 Plumbers and Pipefitters Pension Fund (4) 52-6152779 Yellow Yellow Yes/Implemented 267 175 171 No 8/31/2022 Rhode Island Laborers Pension Fund (4) 51-6095806 Green Green No 656 671 483 No 10/31/2022 New England Teamsters Pension Fund 04-6372430 Red Red Yes/Implemented 278 254 230 No 6/30/2023 The Legacy Plan of the UNITE HERE Retirement Fund (3) 82-0994119/001 Red Red Yes/Implemented 963 1,319 578 No 6/30/2023 The Adjustable Plan of the UNITE HERE Retirement Fund (3) 82-0994119/002 N/A (2) N/A (2) No 5/31/2026 Local 68 Engineers Union Pension Fund 51-0176618 Yellow Yellow Yes/Implemented 286 269 22 No 4/30/2027 Northeast Carpenters Pension Fund 11-1991772 Green Green No 127 122 10 No 4/30/2027 International Painters and Allied Trades Industry Pension Fund 52-6073909 Yellow Yellow Yes/Implemented 82 80 5 No 4/30/2027 Total Contributions $ 3,249 $ 3,425 $ 1,956 __________________________________ (1) Effective January 1, 2018, the Rhode Island Carpenters Pension Fund (05-6016572) merged into the New England Carpenters Pension Fund. (2) The Plan is not subject to the Pension Protection Act of 2016 zone status certification rule. (3) Formerly listed as Hotel & Restaurant Employees International Pension Fund - Allocations of contributions between the two plans are determined by the plan administrator. Unions at Bally’s Twin River and Bally’s Atlantic City participate in the UNITE HERE Retirement funds. (4) Union contract under negotiation as of 12/31/2022. Contributions, based on wages paid to covered employees totaled approximately $3.2 million, $3.4 million and $2.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. These aggregate contributions were not individually significant to any of the respective plans. The Company’s share of the unfunded vested liability related to its multi-employer plans, if any, other than the New England Teamsters and Trucking Industry Pension Fund discussed below, is not determinable. Under the terms of certain collective bargaining agreements, the Company contributes to a number of multi-employer annuity funds. Contributions are made at a fixed rate per hour worked, in accordance with the collective bargaining agreements. These plans are not subject to the withdrawal liability provisions applicable to multi-employer defined benefit pension plans. Contributions made to these plans by the Company were $2.6 million, $2.5 million and $1.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Dover Downs Defined Benefit Pension Plan The Company sponsors a non-contributory, tax qualified defined benefit pension plan that has been frozen since July 2011. As of December 31, 2022 and 2021 , the benefit obligation was $20.8 million and $28.8 million, respectively, and the fair value of plan assets were $19.0 million and $24.2 million, respectively. The Company did not make any contributions to the plan during the year ended December 31, 2022 and does not expect to contribute in 2023. Net periodic benefit income and total income recognized in other comprehensive loss for the year ended December 31, 2022 were $1.0 million and $1.9 million, respectively. Amounts relating to the plan recognized in the consolidated balance sheets as of December 31, 2022 and 2021 consist of non-current liabilities of $1.8 million and $4.6 million, 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 U.K., 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 attributable to defined contribution plans was $7.1 million, $4.8 million and $0.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income (loss) before taxes are as follows: Years Ended December 31, (in thousands) 2022 2021 2020 Domestic $ (444,549) $ (126,347) $ (74,811) Foreign (9,920) 7,273 — Total $ (454,469) $ (119,074) $ (74,811) The components of the provision for income taxes are as follows: Years Ended December 31, (in thousands) 2022 2021 2020 Current taxes Federal $ 9,318 $ (10,284) $ (72,517) State 8,289 4,676 2,002 Foreign 41,599 6,448 — 59,206 840 (70,515) Deferred taxes Federal (32,304) 294 9,871 State (9,429) 4,770 (8,680) Foreign (46,396) (10,281) — (88,129) (5,217) 1,191 (Benefit) Provision for income taxes $ (28,923) $ (4,377) $ (69,324) The effective rate varies from the statutory US federal tax rate as follows: Years Ended December 31, (in thousands) 2022 2021 2020 Income tax (benefit) expense at statutory federal rate $ (95,439) $ (15,997) $ (15,710) State income taxes, net of federal effect (10,096) 7,462 (5,276) Foreign tax rate adjustment (17,455) (7,165) — Nondeductible professional fees 1,370 10,421 (665) Other permanent differences including lobbying expense 2,414 4,696 279 Share-based compensation 3,348 2,227 (922) Gain on bargain purchases 22 (4,796) (13,413) CARES Act — (5,320) (33,347) Return to provision adjustments (2,275) (595) (270) Global intangible low-tax income (“GILTI”) 2,404 327 — Loss on derivative instruments — 4,363 — Goodwill 28,935 — — Change in uncertain tax positions (2,224) — — Change in valuation allowance 60,073 — Total (benefit) provision for income taxes $ (28,923) $ (4,377) $ (69,324) Effective income tax rate on continuing operations 6.4 % 3.7 % 92.7 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred income taxes at December 31, 2022 and 2021 are as follows: Years Ended December 31, (in thousands) 2022 2021 Deferred tax assets: Accrued liabilities and other $ 5,585 $ 1,162 Share-based compensation 1,699 2,792 Naming rights liabilities 29,248 43,298 Self constructed assets 5,690 5,730 Interest 79,757 21,208 Goodwill 3,140 — Net operating loss carryforwards 19,043 20,569 Valuation allowance (60,073) — Total deferred tax assets, net $ 84,089 $ 94,759 Deferred tax liabilities: Land $ (4,058) $ (4,071) Property and equipment (52,202) (35,807) Change in accounting method (73) (8,494) Goodwill — (12,544) Amortizable assets (140,229) (236,388) Total deferred tax liabilities $ (196,562) $ (297,304) Net deferred tax liabilities $ (112,473) $ (202,545) The Company will only recognize a deferred tax asset when, based on available evidence, realization is more likely than not. The Company has assessed its deferred tax liabilities arising from taxable temporary differences and has concluded such liabilities are not a sufficient source of income for the realization of deferred tax assets, including indefinite life taxable temporary differences which offset, subject to limitation, deferred tax assets with unlimited carryovers, such as the Section 163(j) interest limitation. Accordingly, a $60.1 million valuation allowance has been established as of December 31, 2022. There was no valuation allowance established as of December 31, 2021. The change in valuation allowance for the year ended December 31, 2022 was $60.1 million. There was no change in valuation allowance for the years ended December 31, 2021 and 2020. At December 31, 2022, the Company’s cash and cash equivalents totaled $212.5 million, of which approximately 41% was held in locations outside the US. During the year, the Company changed its assertion and will not indefinitely reinvest undistributed earnings. Accordingly, the Company has determined that no deferred tax liability is required for undistributed foreign earnings at December 31, 2022 and will continue to monitor for future changes. For the years ended December 31, 2022 and 2021 the net deferred tax liabilities decreased by $90.1 million and increased by $165.6 million, respectively. For the year ended December 31, 2022, a decrease of $88.1 million was included in income from operations and a decrease of $2.0 million was included in other comprehensive loss. For the year ended December 31, 2021, a decrease of $5.2 million was included in income from operations, an increase of $169.8 million was acquired from business combinations in 2021, and a decrease of $1.0 million was included in other comprehensive loss. As of December 31, 2022, the Company has $9.1 million of federal net operating carryforwards subject to a section 382 limitation with an unlimited carryforward period. There was $14.6 million of federal net operating carryforwards subject to a section 382 limitation with an unlimited carryforward period as of December 31, 2021. As of December 31, 2022 and December 31, 2021, the Company had $174.5 million and $92.4 million of state net operating loss carryforwards, respectively, which expire at various dates through 2041. The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards prior to expiration. Section 382 can also apply when we acquire subsidiaries with net operating loss carryforwards, as there may be limitations on the use of acquired net operating losses against our taxable income. As of December 31, 2022, the Company expects to utilize all acquired tax attributes prior to expiration. CARES Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees, and other government programs to support companies affected by the COVID-19 pandemic and their employees, including those that operate in the gaming area. The benefits of the CARES Act that were available to us included: a. refund of federal income taxes due to five-year carryback of net operating loss incurred in 2020 when our 2020 tax return was filed in 2021; b. relaxation of interest expense deduction limitation for income tax purposes; and c. the employee retention credit, providing a refundable federal tax credit equal to 50% of the first $10,000 of qualified wages and benefits, including qualified medical plan contributions, paid to employees while they are not performing services after March 12, 2020 and before January 1, 2021. The Company realized a tax benefit of $5.3 million and $33.3 million in the years ended December 31, 2021 and 2020, respectively. The Company realized no tax benefit in the year ended December 31, 2022. The Company intends to continue to review and consider any available potential benefits under the CARES Act for which it qualifies, including those described above. The Company cannot predict the manner in which such benefits or any of the other benefits described herein will be allocated or administered and the Company cannot provide assurances that it will be able to access such benefits in a timely manner or at all. If the US government or any other governmental authority agrees to provide such aid under the CARES Act or any other crisis relief assistance, it may impose certain requirements on the recipients of the aid, including restrictions on executive officer compensation, dividends, prepayment of debt, limitations on debt and other similar restrictions that will apply for a period of time after the aid is repaid or redeemed in full. From time to time, the Company may be subject to audits covering a variety of tax matters by taxing authorities in any taxing jurisdiction where the Company conducts business. While the Company believes that the tax returns filed and tax positions taken are supportable and accurate, some tax authorities may not agree with the positions taken. This can give rise to tax uncertainties which, upon audit, may not be resolved in the Company’s favor. There was an acquired tax contingency accrual of $5.1 million for uncertain tax positions recorded as of December 31, 2021. There was no unrecognized tax benefit recorded as of December 31, 2020. As of December 31, 2022, there was $11.3 million tax contingency accruals and deferred tax asset reductions for uncertain tax positions, of which $8.9 million would impact the effective tax rate, if recognized. A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows: (in thousands) 2022 2021 2020 Uncertain tax position liability at the beginning of the year $ 5,131 $ — $ — Increases related to tax positions taken during prior period 11,277 5,131 — Decreases related to tax positions taken during prior periods (5,131) — — Uncertain tax position liability at the end of the year $ 11,277 $ 5,131 $ — It is reasonably possible that the Company’s unrecognized tax benefits could change in the next twelve months, however the Company is unable to estimate a range at this time. The Company records interest and penalties related to uncertain tax positions as a component of the income tax provision (benefit). The Company has reserved interest and penalties on uncertain tax positions of $0.1 million as of December 31, 2022. The Company has not reserved interest and penalties on uncertain tax positions as of December 31, 2021. The Company has recorded $0.1 million of interest on uncertain tax positions on the statement of operations for the year ended December 31, 2022. There was no interest on uncertain tax positions recorded in the statement of operations for the years ended December 31, 2021 and 2020. The Company and its subsidiaries file tax returns in several jurisdictions including the US and various US state and foreign jurisdictions. The Company remains subject to examination for US federal income tax purposes for the years ended December 31, 2015 through 2021, as a result of a 2020 net operating loss carryback claim. The Company remains subject to examination for state and foreign income tax purposes for the years ended December 31, 2012 through 2021. The Company is currently appealing an audit by the State of Colorado for tax years ended December 31, 2012 through 2015. Based on the current status of the Colorado appeal, the Company believes no additional reserves are necessary. In addition, the disallowance of a loss carryforward generated in a period outside of the normal statute of limitations is generally open until the statute of limitations expires in the year of the utilization of the loss. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation The Company is a party to various legal and administrative proceedings which have arisen in the ordinary course of its business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to the Company’s consolidated financial condition and those estimated losses are not expected to have a material impact on results of operations. Although the Company maintains what it believes is adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming and unpredictable. Although no assurance can be given, the Company does not believe that the final outcome of these matters, including costs to defend itself in such matters, will have a material adverse effect on the company’s consolidated financial statements. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. Master Video Lottery Terminal Contract The current terms for the Twin River Casino Hotel and Tiverton Casino Hotel contracts with the Division of Lotteries of the Rhode Island Department of Revenue end on July 1, 2043. The Tiverton Casino Hotel contract was automatically assigned, pursuant to Rhode Island law, from Newport Grand to Tiverton Casino Hotel upon commencement of gaming operations at the Tiverton Casino Hotel. In connection with the Company’s joint venture with International Game Technology PLC (“IGT”) a joint venture was organized as the Rhode Island VLT Company, LLC to supply the State of Rhode Island with all VLTs at both Bally’s Twin River and Bally’s Tiverton. Under the transaction agreement for the joint venture, dated December 21, 2022, the Company has agreed to pay $7.5 million to an affiliate of IGT, payable in two equal parts on or before June 15, 2023 and 2024, respectively. Capital Expenditure Commitments Bally’s Atlantic City - As part of the regulatory approval process with the State of New Jersey, the Company committed to spend $100 million in capital expenditures over a five year period to invest in and improve the property. The commitment calls for expenditures of no less than $25 million each in 2021, 2022 and 2023 and $85 million in aggregate for 2021, 2022 and 2023. The remaining $15 million of committed capital must be spent over 2024 and 2025. From 2021 through 2025, no less than $35 million must be invested in the hotel and no less than $65 million must be invested in non-hotel projects. Bally’s Twin River - Per the terms of the Regulatory Agreement in Rhode Island, the Company is committed to invest $100 million in its Rhode Island properties over the term of the master contract through June 30, 2043, including an expansion and the addition of new amenities at Bally’s Twin River. City of Chicago Guaranty In connection with the host community agreement, signed by Bally’s Chicago Operating Company, LLC (the “Developer”), a wholly-owned indirect subsidiary of the Company, the Company provided the City of Chicago with a performance guaranty whereby the Company agreed to have and maintain available financial resources in an amount reasonably sufficient to allow the Developer to complete its obligations under the host community agreement. In addition, upon notice from the City of Chicago that the Developer has failed to perform various obligations under the host community agreement, the Company has indemnified the City of Chicago against any and all liability, claim or reasonable and documented expense the City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations. Sponsorship Commitments The Company has entered into several sponsorship agreements, totaling $83.3 million over 15 years, with various professional sports leagues and teams, allowing the Company use of official league marks for branding and promotions, among other rights. Collective Bargaining Agreements As of December 31, 2022, the Company had approximately 10,500 employees. Most of the Company’s employees in Rhode Island, Nevada and New Jersey are represented by a labor union and have collective bargaining agreements with the Company. As of such date, the Company had 29 collective bargaining agreements covering approximately 2,755 employees. All collective bargaining agreements are in good standing and have been renegotiated for a three or five year term. There can be no assurance that we will be able to extend or enter into replacement agreements. If the Company is able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing agreements. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Company has three operating and reportable segments: Casinos & Resorts, North America Interactive and International Interactive. The “Other” category includes interest expense for the Company and certain unallocated corporate operating expenses and other adjustments, including eliminations of transactions among segments to reconcile to the Company’s consolidated results including, among other expenses, share-based compensation, acquisition and other transaction costs and certain non-recurring charges. During the first quarter of 2022, the Company changed its methodology for allocating certain corporate operating expenses within 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 December 31, 2022 are: Casinos & Resorts - Includes the Company’s 15 casino and resort properties and one horse race track. North America Interactive - A portfolio of sports betting, iGaming, and free-to-play gaming brands. International Interactive - Gamesys’ European and Asian operations. As of December 31, 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. Revenue generated from the UK and Japan represented approximately 25% and 12% of total revenue, respectively, during the year ended December 31, 2022, and approximately 11% and 6%, respectively, for the year ended December 31, 2021. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues. The Company utilizes Adjusted EBITDA (defined below) as a measure of its performance. Management believes Adjusted EBITDA is representative of its ongoing business operations including its ability to service debt and to fund capital expenditures, acquisitions and operations, in addition to it being a commonly used measure of performance in the gaming industry and used by industry analysts to evaluate operations and operating performance. The following table sets forth revenue and Adjusted EBITDA for the Company’s three reportable segments and reconciles Adjusted EBITDA on a consolidated basis to net income (loss). The Other category is included in the following tables in order to reconcile the segment information to the Company’s consolidated financial statements. Years Ended December 31, (in thousands) 2022 2021 2020 Revenue Casinos & Resorts $ 1,227,563 $ 1,032,828 $ 372,792 North America Interactive 81,700 38,352 — International Interactive 946,442 251,263 — Total $ 2,255,705 $ 1,322,443 $ 372,792 Adjusted EBITDA (1) Casinos & Resorts $ 345,617 $ 317,705 $ 89,913 North America Interactive (65,729) (12,413) — International Interactive 321,651 69,944 — Other (53,024) (45,334) (20,658) Total 548,515 329,902 69,255 Operating income (expense) Depreciation and amortization (300,559) (144,786) (37,842) Transaction costs (85,604) (84,543) (14,050) Share-based compensation (27,912) (20,143) (17,706) Gain on sale-leaseback 50,766 53,425 — Impairment charges (463,978) (4,675) (8,659) Other (14,236) (35,798) (9,384) (Loss) income from operations (293,008) 93,382 (18,386) Other income (expense) Interest expense, net of interest income (208,153) (117,924) (62,636) Other 46,692 (94,532) 6,211 Total other expense, net (161,461) (212,456) (56,425) Loss before provision for income taxes (454,469) (119,074) (74,811) Benefit for income taxes 28,923 4,377 69,324 Net loss $ (425,546) $ (114,697) $ (5,487) __________________________________ (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 and other transaction related costs, share-based compensation, and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments. Years Ended December 31, (in thousands) 2022 2021 2021 Capital Expenditures Casinos & Resorts $ 183,693 $ 92,479 $ 14,480 North America Interactive 6,635 172 — International Interactive 12,392 4,166 — Other 9,536 708 803 Total $ 212,256 $ 97,525 $ 15,283 Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources and accordingly, are not presented. As of December 31, 2022, the Company’s long-lived assets located outside of the US, consisting primarily of goodwill and intangible assets, were aggregated into the International Interactive reporting segment as disclosed in Note 10 “Goodwill and Intangible Assets.” Over 98% of property and equipment is located within the US. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS (LOSS) PER SHARE Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which future service is required as a condition to the delivery of the underlying common stock. Years Ended December 31, 2022 2021 2020 Net loss applicable to common stockholders $ (425,546) $ (114,697) $ (5,487) Weighted average common shares outstanding, basic 58,111,699 49,643,991 31,315,151 Weighted average effect of dilutive securities — — — Weighted average common shares outstanding, diluted 58,111,699 49,643,991 31,315,151 Per share data Basic $ (7.32) $ (2.31) $ (0.18) Diluted $ (7.32) $ (2.31) $ (0.18) Anti-dilutive shares excluded from the calculation of diluted earnings per share 5,188,388 5,015,803 4,919,326 Sinclair Agreement |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On January 3, 2023, the Company completed a transaction for its Bally’s Tiverton and Hard Rock Biloxi properties. Refer to Note 15 “ Leases On January 5, 2023, the Company acquired BACA Limited, (“Casino Secret”) a European based, online casino with one of the fastest growing brands in the market, for approximately €43.9 million. Due to the timing of the acquisition, the initial purchase accounting is incomplete. The Company will complete its initial allocation of purchase price to total net assets acquired in the first quarter of 2023. The results of Casino Secret will be reported within the Company’s International Interactive segment. On January 18, 2023, the Company announced a restructuring plan of the Interactive business intended to reduce operating costs and continue the Company’s commitment to achieving profitable operations in its North America Interactive segment. The Company estimates that it will incur between $10 million to $15 million in charges in connection with the restructuring plan representing cash severance costs which the Company expects to incur in the first quarter of 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and 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 balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. |
Consolidation, Variable Interest Entity, Policy | Variable Interest Entities The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a VIE. An entity is a VIE if it has any of the following characteristics (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support (ii) equity holders, as a group, lack the characteristics of a controlling financial interest or (iii) the entity is structured with non-substantive voting rights. The primary beneficiary of the VIE is generally the entity that has (a) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. In determining whether it is the primary beneficiary of the VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities and significance of the Company’s investment and other means of participation in the VIE’s expected profits/losses. Significant judgments related to these determinations include estimates about the current and future fair values and performance of assets held by these VIEs and general market conditions. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with US GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates and judgments including those related to contingent value rights, the allowance for doubtful accounts, valuation of goodwill and intangible assets, recoverability and useful lives of tangible and intangible long-lived assets, accruals for players club card incentives and for potential liabilities related to any lawsuits or claims brought against the Company, fair value of financial instruments, capitalized software development costs, stock compensation and valuation allowances for deferred tax assets. The Company bases its estimates and judgments on historical experience and other relevant factors impacting the carrying value of assets and liabilities. Actual results may differ from these estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted CashCash and cash equivalents includes cash balances and highly liquid investments with an original maturity of three months or less. |
Concentrations of Credit Risk | Concentrations of Credit RiskThe Company’s financial instruments which potentially expose the Company to concentrations of credit risk consisted of cash and cash equivalents and trade receivables. The Company maintains cash with financial institutions in excess of federally insured limits, however, management believes the credit risk is mitigated by the quality of the institutions holding such deposits. |
Allowance for Doubtful Accounts | An allowance for doubtful accounts is determined to reduce the Company’s receivables for amounts that may not be collected. The allowance is estimated based on historical collection experience, current economic and business conditions and forecasts that affect the collectability and review of individual customer accounts and any other known information. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis and consists primarily of food, beverage, promotional items and other supplies. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if applicable. Expenditures for renewals and betterments that extend the life or value of an asset are capitalized and expenditures for repairs and maintenance are charged to expense as incurred. The costs and related accumulated depreciation applicable to assets sold or disposed are removed from the balance sheet accounts and the resulting gains or losses are reflected in the consolidated statements of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets or the related lease term, if any, as follows: Years Land improvements 10-20 Building and improvements 2-50 Equipment 2-10 Furniture and fixtures 2-10 |
Leases | Leases The Company determines if a contract is or contains a lease at the contract inception date or the date in which a modification of an existing contract occurs. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (i) the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii) the right to direct the use of the identified asset. Upon adoption of Accounting Standards Codification (“ASC”) 842, Leases , (“ASC 842”) the Company elected to account for lease and non-lease components as a single component for all classes of underlying assets. Additionally, the Company elected to not recognize short-term leases (defined as leases that are less than 12 months and do not contain purchase options) within the consolidated balance sheets. The Company recognizes a lease liability for the present value of lease payments at the lease commencement date using its incremental borrowing rate commensurate with the lease term based on information available at the commencement date unless the rate implicit in the lease is readily determinable. The Bally’s Chicago ground lease is accounted for as a financing obligation in accordance with ASC 470, Debt Leases |
Goodwill and Intangible Assets | Goodwill Goodwill consists of the excess of acquisition costs over the fair value of net assets acquired in business combinations. Goodwill is not amortized, but is reviewed for impairment annually as of October 1st, or when events or changes in the business environment indicate that the carrying value of the reporting unit may exceed its fair value, by comparing the fair value of each reporting unit to its carrying value, including goodwill. When assessing goodwill for impairment, first, qualitative factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Items that are considered in the qualitative assessment include, but are not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial performance. If the results of the qualitative assessment indicate it is more likely than not that a reporting unit’s carrying value exceeds its fair value, or if the Company elects to bypass the qualitative assessment, a quantitative goodwill test is performed. For the quantitative goodwill impairment test, the Company estimates the fair value of the reporting unit and asset group using both income and market-based approaches. Specifically, the Company applies the discounted cash flow (“DCF”) method under the income approach and the guideline company under the market approach and weighs the results of the two valuation methodologies based on the facts and circumstances surrounding the reporting unit. For the DCF method, the Company relies on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for the reporting unit as of the valuation date. The determination of fair value under the DCF method involves the use of significant estimates and assumptions, including revenue growth rates driven by future gaming activity, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, and discount rates. For the market approach, the Company utilizes a comparison of the reporting unit to comparable publicly-traded companies and transactions and, based on the observed earnings multiples, ultimately selects multiples to apply to the reporting unit. The Company then compares the fair value of its reporting units to the carrying amounts. If the carrying amount of the reporting unit exceeds the fair value, an impairment is recorded equal to the amount of the excess (not to exceed the amount of goodwill allocated to the reporting unit). Intangible Assets The Company’s intangible assets primarily consist of customer relationships, developed technology, internally developed software, gaming licenses and trade names. The Company also has a Naming rights intangible asset obtained through the Sinclair Agreement (as defined herein). Refer to Note 13 “ Sinclair Agreement For its finite-lived intangible assets, the Company establishes a useful life upon initial recognition based on the period over which the asset is expected to contribute to the future cash flows of the Company and periodically evaluates the remaining useful lives to determine whether events and circumstances warrant a revision to the remaining amortization period. Finite-lived intangible assets are amortized over their remaining useful lives in a pattern in which the economic benefits of the intangible asset are consumed, which is generally on a straight-line basis. The Company reviews the carrying amount of its finite-lived intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Should events and circumstances indicate finite-lived intangible assets may not be recoverable, the Company performs a test for recoverability whereby estimated undiscounted cash flows are compared to the carrying values of the assets. Should the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the undiscounted cash flows do not exceed the carrying values, an impairment is recorded based on the fair value of the asset. Customer Relationships - The Company considers customer relationships to be finite-lived intangible assets, which are amortized over their estimated useful lives, and are recognized as the result of a business combination. Developed Technology - Developed technology relates to the design and development of sports betting and casino gaming software and online gaming products acquired through the Company’s acquisitions of the businesses within the North America Interactive and International Interactive segments. Developed technology is considered to be a finite-lived intangible asset, which are amortized over their estimated useful lives, which is generally between three to 10 years. Internally Developed Software - Software that is developed for internal use is accounted for pursuant to ASC 350-40, Intangibles, Goodwill and Other - Internal-Use Software . Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Once placed into service, internally developed software is amortized on a straight-line basis over its estimated useful life, which is generally five years. All other expenditures, including those incurred in order to maintain an intangible asset’s current level of performance, are expensed as incurred. Gaming Licenses and Trade Names - Certain gaming licenses and trade names classified as finite-lived are amortized over their estimated useful lives. The Company also has certain gaming licenses, including its VLT licenses, and trade names, which are considered to be indefinite lived based on future expectations of operating its gaming properties indefinitely, continuing to brand its corporate name and certain properties under the Bally’s trade name indefinitely and continuing to indefinitely brand its online casino offerings within the International Interactive segment with the trade names acquired through the Gamesys acquisition. Intangible assets not subject to amortization are reviewed for impairment annually as of October 1 and between annual test dates whenever events or changes in circumstances may indicate that the carrying amount of the related asset may not be recoverable. |
Long-lived Assets | Long-lived Assets The Company reviews its long-lived assets, other than goodwill and intangible assets not subject to amortization, for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is still under development, the analysis includes the remaining construction costs. If the carrying value of the asset exceeds the expected undiscounted future cash flows generated by the asset, the asset is written down to its estimated fair value and an impairment loss is recognized. |
Debt Issuance Costs and Debt Discounts | Debt Issuance Costs and Debt DiscountsDebt issuance costs and debt discounts incurred by the Company in connection with obtaining and amending financing have been included as a component of the carrying amount of debt in the consolidated balance sheets. Debt issuance costs and debt discounts are amortized over the contractual term of the debt to interest expense. Debt issuance costs of the revolving credit facility are amortized on a straight-line basis, while all other debt issuance costs and debt discounts are amortized using the effective interest method. |
Self Insurance Reserves | Self-Insurance ReservesThe Company is self-insured for employee medical insurance coverage, general liability and workers’ compensation up to certain stop-loss amounts. Self-insurance liabilities are estimated based on the Company’s claims experience using actuarial methods to estimate the future cost of claims and related expenses that have been reported but not settled and that have been incurred but not yet reported. The self-insurance liabilities are included in “Accrued liabilities” in the consolidated balance sheets |
Share-Based Compensation | Share-Based Compensation The Company accounts for its share-based compensation in accordance with ASC 718, Compensation - Stock Compensation Equity Plans |
Warrant/Option Liabilities | Warrant/Option Liabilities The Company accounts for Penny Warrants and Options issued to Sinclair under the Sinclair Agreement in accordance with ASC 815-40, Contracts in an Entity’s Own Equity . The Penny Warrants and Options are classified in equity because they are indexed to the Company’s own stock and meet all conditions for equity classification. The Performance Warrants are accounted for as a derivative liability in accordance with ASC 815, Derivatives and Hedging |
Sequencing Policy | Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy to determine equity or asset/liability classification for contracts involving the Company’s own equity that require cash settlement if sufficient shares are not available to settle the contracts in equity. Under this policy, the Company has elected to allocate available shares to contracts based on the order in which they become exercisable. |
Revenue Policy | Revenue The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers |
Gaming and Racing Expenses | Gaming Expenses Gaming expenses include, among other things, payroll costs and expenses associated with the operation of VLTs, slots and table games, including gaming taxes payable to jurisdictions in which the Company operates outside of Rhode Island and Delaware, and marketing costs directly associated with the Company’s iGaming products and services. These marketing expenses are included within Gaming expenses in the consolidated statements of operations for the years ended December 31, 2022 and 2021 and were $174.7 million and $60.8 million, respectively. There were no such marketing expenses included within Gaming expenses for the year ended December 31, 2020 . Gaming expenses also include racing expenses comprised of payroll costs, off track betting (“OTB”) commissions and other expenses associated with the operation of live racing and simulcasting. |
Advertising Expenses | Advertising ExpensesThe Company expenses advertising costs as incurred. |
Expansion and Pre-opening Expenses | Expansion and Pre-opening Expenses Expansion and pre-opening expenses are charged to expense as incurred. The Company defines pre-opening expenses as costs incurred before the property commences commercial operations and defines expansion expenses as costs incurred in connection with the opening of a new facility or significant expansion of an existing property. Costs classified as expansion and pre-opening costs consist primarily of marketing, master planning, conceptual design fees and legal and professional fees that are not eligible for capitalization and are included in “General and administrative” on the consolidated statements of operations. Pre-opening expenses for the years ended December 31, 2022, 2021 and 2020 was $0.7 million , $1.8 million and $0.9 million , respectively. There were no expansion expenses during the years ended December 31, 2022, 2021 and 2020. |
Interest Expense | Interest Expense, NetInterest expense, net is comprised of interest costs for the Company’s debt and amortization of debt issuance costs and debt discounts, net of interest income and amounts capitalized for construction projects. |
Income Taxes | Income Taxes The Company prepares its income tax provision in accordance with ASC 740, Income Taxes . Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the rate change is enacted. A valuation allowance is required when it is “more likely than not” that all or a portion of the deferred taxes will not be realized. The consolidated financial statements reflect expected future tax consequences of uncertain tax positions presuming the taxing authorities’ full knowledge of the position and all relevant facts. |
Earnings 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). |
Foreign Currency Transactions and Translations Policy | Foreign Currency The Company’s functional currency is the US Dollar (“USD”). Foreign subsidiaries with a functional currency other than USD translate assets and liabilities at current exchange rates at the end of the reporting periods, while income and expense accounts are translated at average exchange rates for the respective periods. Translation adjustments resulting from this process are recorded to other comprehensive income (loss). Gains or losses from foreign currency remeasurements that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in “Other non-operating expenses, net” on the consolidated statements of operations. |
Comprehensive (Income) Loss | Comprehensive (Loss) Income Comprehensive (loss) income includes changes in equity that result from transactions and economic events from non-owner sources. Comprehensive (loss) income consists of net (loss) income, changes in defined benefit pension plan, net of tax and foreign currency translation adjustments. |
Treasury Stock | Treasury StockThe Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. |
Business Combinations | Business Combinations The Company accounts for its acquisitions in accordance with ASC 805, Business Combinations . The Company initially allocates the purchase price of an acquisition to the assets acquired and liabilities assumed based on their estimated fair values, with any excess of consideration transferred recorded as goodwill. If the estimated fair value of net assets acquired and liabilities assumed exceeds the purchase price, the Company records a gain on bargain purchase in earnings in the period of acquisition. The results of operations of acquisitions are included in the consolidated financial statements from their respective dates of acquisition. Costs incurred to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and are charged to general and administrative expense as they are incurred. |
Segments | SegmentsOperating segments are identified as components of an enterprise that engage in business activities from which it recognizes revenues and expenses, and for which discrete financial information is available and regularly reviewed by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. |
Fair Value Measurement | Fair Value Measurements Fair value is determined using the principles of ASC 820, Fair Value Measurement . Fair value is described as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows: • Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data. • Level 3: Unobservable inputs. |
Recently Adopted and Issued Accounting Pronouncements | 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 consolidated financial statements. In December 2022, the Financial Accounting Standards Board issued Accounting Standards Update No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 . The amendments in this update defer the sunset date of Topic 848, which applies to entities which have transactions that reference LIBOR or other reference rates which are expected to be discontinued due to reference rate reform, until December 31, 2024. The Company is currently in the process of evaluating the impact of this amendment on its consolidated financial statements. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Recently Adopted and Issued Accounting Pronouncements | 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 consolidated financial statements. In December 2022, the Financial Accounting Standards Board issued Accounting Standards Update No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 . The amendments in this update defer the sunset date of Topic 848, which applies to entities which have transactions that reference LIBOR or other reference rates which are expected to be discontinued due to reference rate reform, until December 31, 2024. The Company is currently in the process of evaluating the impact of this amendment on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net consists of the following: December 31, (in thousands) 2022 2021 Accounts due from Rhode Island and Delaware (1) $ 15,865 $ 10,575 Gaming receivables 19,065 10,576 Non-gaming receivables 42,532 31,481 Accounts receivable 77,462 52,632 Less: Allowance for doubtful accounts (5,789) (4,454) Accounts receivable, net $ 71,673 $ 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. |
Schedule of Allowance for Doubtful Accounts | Activity for the allowance for doubtful accounts is as follows: December 31, (in thousands) 2022 2021 2020 Balance at beginning of year $ 4,454 $ 3,067 $ 1,296 Charges to expense 1,649 1,717 353 Deductions (602) (701) (653) Other adjustments 288 371 2,071 Balance at end of year $ 5,789 $ 4,454 $ 3,067 |
Property and Equipment | Depreciation is recorded using the straight-line method over the estimated useful lives of the assets or the related lease term, if any, as follows: Years Land improvements 10-20 Building and improvements 2-50 Equipment 2-10 Furniture and fixtures 2-10 As of December 31, 2022 and 2021, property and equipment, net was comprised of the following: December 31, (in thousands) 2022 2021 Land $ 259,378 $ 75,328 Land improvements 31,197 34,704 Building and improvements 752,964 650,837 Equipment 246,340 182,006 Furniture and fixtures 63,753 47,258 Construction in process 116,181 53,715 Total property, plant and equipment 1,469,813 1,043,848 Less: Accumulated depreciation (1) (267,711) (205,197) Property and equipment, net $ 1,202,102 $ 838,651 __________________________________ (1) Depreciation expenses on property and equipment for the years ended December 31, 2022, 2021 and 2020 was $71.7 million, $53.7 million and $33.0 million, respectively. |
CONSOLIDATED FINANCIAL INFORM_2
CONSOLIDATED FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Nonoperating Expense | Amounts included in Other non-operating expenses for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Change in value of naming rights liabilities $ 32,577 $ 17,029 $ (57,660) (Adjustment) gain on bargain purchases (107) 22,841 63,871 Loss on extinguishment of debt — (103,007) — Foreign exchange gain (loss) 516 (33,461) — Other, net 13,706 2,066 — Total other non-operating expenses, net $ 46,692 $ (94,532) $ 6,211 |
Schedule Of General And Administrative Expense | Amounts included in General and administrative for the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Advertising, general and administrative $ 776,226 $ 496,658 $ 192,751 Acquisition costs 49,480 71,288 13,257 Gain on sale-leaseback, net (50,766) (53,425) — Contract termination — 30,000 — Total general and administrative $ 774,940 $ 544,521 $ 206,008 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022, 2021 and 2020: Years Ended December 31, (in thousands) 2022 2021 2020 Hotel $ 87,540 $ 55,782 $ 15,099 Food and beverage 70,476 61,038 18,548 Retail, entertainment and other 10,195 7,556 3,031 $ 168,211 $ 124,376 $ 36,678 The following table provides a disaggregation of total revenue by segment (in thousands): Years Ended December 31, Casinos & Resorts North America Interactive International Interactive Total 2022 Gaming $ 907,431 $ 38,759 $ 899,934 $ 1,846,124 Non-gaming: Hotel 153,750 — — 153,750 Food and beverage 115,322 — — 115,322 Retail, entertainment and other 51,060 42,941 46,508 140,509 Total non-gaming revenue 320,132 42,941 46,508 409,581 Total revenue $ 1,227,563 $ 81,700 $ 946,442 $ 2,255,705 2021 Gaming $ 803,940 $ 10,442 $ 239,110 $ 1,053,492 Non-gaming: Hotel 95,356 — — 95,356 Food and beverage 92,906 — — 92,906 Retail, entertainment and other 40,626 27,910 12,153 80,689 Total non-gaming revenue 228,888 27,910 12,153 268,951 Total revenue $ 1,032,828 $ 38,352 $ 251,263 $ 1,322,443 2020 Gaming $ 298,070 $ — $ — $ 298,070 Non-gaming: Hotel 24,742 — — 24,742 Food and beverage 32,132 — — 32,132 Retail, entertainment and other 17,848 — — 17,848 Total non-gaming revenue 74,722 — — 74,722 Total revenue $ 372,792 $ — $ — $ 372,792 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Liabilities related to contracts with customers as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 Loyalty programs $ 20,264 $ 19,371 Advanced deposits from customers 27,956 33,062 Unpaid wagers 14,038 11,440 Total $ 62,258 $ 63,873 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 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 Casinos & Resorts acquisitions as of December 31, 2022: Acquired during the year ended December 31, 2022 2021 2021 2021 2020 2020 2020 (in thousands) Tropicana Las Vegas Bally’s Quad Cities Bally’s Evansville Bally’s Lake Tahoe Bally’s Shreveport Bally’s Atlantic City Bally’s Kansas City and Bally’s Vicksburg Preliminary (8) Final (9) Final (9) Final (9) Final (9) Final (9) Final (9) Total current assets $ 8,141 $ 6,717 $ 12,031 $ 4,683 $ 7,616 $ 11,896 $ 5,538 Property and equipment, net 136,116 73,135 12,325 6,361 125,822 40,898 60,865 Right of use assets, net 164,884 — 285,772 57,017 9,260 — 10,315 Intangible assets, net (1) to (7) 5,140 31,180 154,210 5,430 58,140 1,120 138,160 Other assets 766 — 468 — 403 — 117 Goodwill 8,590 13,308 — — — — 54,276 Total current liabilities (10,268) (5,412) (10,927) (3,546) (6,059) (11,114) (4,762) Lease liabilities (164,884) — (285,772) (52,927) (14,540) — (34,452) Other long-term liabilities (395) — (7,543) (904) (12,137) (11,132) (194) Net assets acquired 148,090 118,928 160,564 16,114 168,505 31,668 229,863 Bargain purchase gain — — (20,856) (1,942) (31,315) (32,595) — Total purchase price $ 148,090 $ 118,928 $ 139,708 $ 14,172 $ 137,190 $ (927) $ 229,863 __________________________________ (1) Tropicana Las Vegas intangible assets include rated player relationships, a trade name and pre-bookings of $2.6 million, $1.7 million and $0.8 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately 9 years, 3 years and 2 years, respectively. (2) Bally’s Quad Cities’ intangible assets 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. (3) Bally’s Evansville’s intangible assets 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. (4) Bally’s Lake Tahoe’s intangible assets include gaming licenses of $5.2 million with an indefinite life and a trade name of $0.2 million, which are being amortized on a straight-line basis over its estimated useful life of approximately six months. (5) Bally’s Shreveport intangible assets include gaming licenses of $57.7 million with an indefinite life and rated player relationships of $0.4 million which is being amortized on a straight-line basis over an estimated useful life of eight years. (6) Bally’s Atlantic City intangible assets include rated player relationships of $0.9 million and hotel and conference pre-bookings of $0.2 million, which are being amortized over useful lives of eight years and three years, respectively. (7) Bally’s Kansas City and Bally’s Vicksburg intangible assets include gaming licenses of $137.3 million with an indefinite life and rated player relationships of $0.9 million, which are being amortized on a straight-line basis over estimated useful lives of approximately eight years. (8) The Company recorded adjustments to the preliminary purchase price allocation during the year ended December 31, 2022 which decreased other current assets by $2.5 million, increased total current liabilities by $1.5 million, increased lease liabilities by $0.7 million, and increased right of use assets, net by $0.5 million, with the offset increasing goodwill by $4.2 million. (9) The Company recorded immaterial adjustments to purchase price allocations for 2021 acquisitions during the year ended December 31, 2022. The Company finalized purchase price allocations for 2020 acquisitions during the year ended December 31, 2021. 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) Final (2) 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 (1) 167,075 Goodwill 250,730 Total current liabilities (14,787) Deferred tax liability (15,811) Acquired non-controlling interest (3,760) Net investment in North America Interactive Acquisitions $ 400,334 __________________________________ (1) Include customer relationships of $41.5 million, which are being amortized over estimated useful lives between three three (2) The Company recorded immaterial adjustments to the purchase price allocation during the year ended December 31, 2022. The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed in connection with the acquisition of Gamesys as of October 1, 2021: (in thousands) Final (2) Cash and cash equivalents and restricted cash $ 183,306 Accounts receivable, net 35,851 Prepaid expenses and other current assets 28,418 Property and equipment, net 15,230 Right of use assets, net 14,185 Goodwill 1,683,762 Intangible assets, net (1) 1,510,323 Other assets 17,668 Accounts payable (47,881) Accrued income taxes (40,250) Accrued liabilities (180,237) Long-term debt, net (456,469) Lease liabilities (14,185) Deferred tax liability (143,924) Other long-term liabilities (6,680) Total purchase price $ 2,599,117 __________________________________ (1) Intangible assets 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 $247.1 million, which have indefinite lives. (2) During the year ended December 31, 2022, the Company recorded adjustments to the purchase price allocation including a $0.5 million increase to prepaid expenses and other current assets, a $5.3 million increase to goodwill, a $2.7 million decrease to intangible assets, net and a $3.1 million increase to accrued liabilities. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma consolidated financial information for the twelve months ended December 31, 2021 combines the results of the Company for the year ended December 31, 2021 and the unaudited results of Bally’s Lake Tahoe, Bally’s Evansville and Gamesys for each period subsequent to their respective acquisition dates through December 31, 2021. The following unaudited pro forma consolidated financial information for the twelve months ended December 31, 2020 combines the Company’s historical results with pro forma amounts for Bally’s Lake Tahoe, Bally’s Evansville and Gamesys. The unaudited pro forma consolidated financial information assumes that the acquisitions of Bally’s Lake Tahoe, Bally’s Evansville and Gamesys had occurred as of January 1, 2020. The pro forma consolidated financial information has been calculated after applying the Company’s accounting policies and includes adjustments related to the issuance of new debt and equity offerings as of January 1, 2020 as well as non-recurring adjustments for amortization of acquired intangible assets, compensation expense for share-based compensation arrangements that were cash settled in conjunction with the acquisitions, interest expense, transaction costs, together with the consequential tax effects. The revenue, earnings and pro forma effects of the Bally’s Interactive Acquisitions and Bally’s Quad Cities completed during the year ended December 31, 2021 and Tropicana Las Vegas in the third quarter of 2022 are not material to results of operations, individually or in the aggregate. These unaudited pro forma financial results are presented for informational purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the acquisitions actually taken place on January 1, 2020. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the acquisitions. Years Ended December 31, (in thousands, except per share data) 2021 2020 Revenue $ 2,221,870 $ 1,529,369 Net income (loss) $ 46,048 $ (129,374) The following unaudited pro forma consolidated financial information for the year ended December 31, 2020 combines the results of the Company for the year ended December 31, 2020 and the unaudited results of Bally’s Kansas City, Bally’s Vicksburg and Bally’s Shreveport for each period subsequent to their respective acquisition dates through December 31, 2020. The following unaudited pro forma consolidated financial information for the twelve months ended December 31, 2020 combines the Company’s historical results with pro forma amounts for Bally’s Kansas City, Bally’s Vicksburg and Bally’s Shreveport . The unaudited pro forma consolidated financial information assumes that the acquisitions of Bally’s Kansas City, Bally’s Vicksburg and Bally’s Shreveport had occurred as of January 1, 2019. (in thousands, except per share data) Year Ended December 31, 2020 Revenue $ 465,685 Net loss $ (7,450) |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The major classes of assets and liabilities classified as held for sale as of December 31, 2022 are as follows: (in thousands) December 31, 2022 Assets: Restricted cash, prepaid expenses and other current assets $ 3,756 Goodwill 9,399 Intangible assets, net 4,022 Assets held for sale (1) $ 17,177 Liabilities related to assets held for sale (1)(2) $ 3,409 __________________________________ (1) All assets and liabilities held for sale were classified as current as it’s probable the sale will be completed within one year. (2) Liabilities related to assets held for sale were made up of accounts payable and accrued liabilities. |
PREPAID EXPENSES AND OTHER AS_2
PREPAID EXPENSES AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Assets | As of December 31, 2022 and 2021, prepaid expenses and other assets was comprised of the following: December 31, (in thousands) 2022 2021 Services and license agreements $ 31,396 $ 21,496 Due from payment service providers 30,621 15,984 Purse funds 8,093 8,286 Prepaid marketing 8,042 10,066 Prepaid insurance 6,374 9,637 Sales tax 5,900 18,308 Other 10,291 20,686 Total prepaid expenses and other current assets $ 100,717 $ 104,463 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Depreciation is recorded using the straight-line method over the estimated useful lives of the assets or the related lease term, if any, as follows: Years Land improvements 10-20 Building and improvements 2-50 Equipment 2-10 Furniture and fixtures 2-10 As of December 31, 2022 and 2021, property and equipment, net was comprised of the following: December 31, (in thousands) 2022 2021 Land $ 259,378 $ 75,328 Land improvements 31,197 34,704 Building and improvements 752,964 650,837 Equipment 246,340 182,006 Furniture and fixtures 63,753 47,258 Construction in process 116,181 53,715 Total property, plant and equipment 1,469,813 1,043,848 Less: Accumulated depreciation (1) (267,711) (205,197) Property and equipment, net $ 1,202,102 $ 838,651 __________________________________ (1) Depreciation expenses on property and equipment for the years ended December 31, 2022, 2021 and 2020 was $71.7 million, $53.7 million and $33.0 million, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in carrying value of goodwill by reportable segment for the years ended December 31, 2022 and 2021 is as follows: (in thousands) Casinos & Resorts North America Interactive International Interactive Total Goodwill as of December 31, 2020 (1) $ 186,979 $ — $ — $ 186,979 Goodwill from current year business combinations 14,593 283,767 1,645,200 1,943,560 Effect of foreign exchange — (409) (7,857) (8,266) Purchase accounting adjustments on prior year business combinations 380 — — 380 Goodwill as of December 31, 2021 (1) $ 201,952 $ 283,358 $ 1,637,343 $ 2,122,653 Goodwill from current year business combinations 8,590 — — 8,590 Impairment charges — (231,569) — (231,569) Effect of foreign exchange — (2,889) (145,424) (148,313) Purchase accounting adjustments on prior year business combinations (1,285) 239 5,286 4,240 Transferred to assets held for sale (3) — (9,399) — (9,399) Goodwill as of December 31, 2022 (2) $ 209,257 $ 39,740 $ 1,497,205 $ 1,746,202 __________________________________ (1) Amounts are shown net of accumulated goodwill impairment charges of $5.4 million for Casinos and Resorts. (2) Amounts are shown net of accumulated goodwill impairment charges of $5.4 million and $140.4 million for Casinos and Resorts and North America Interactive, respectively. (3) Goodwill transferred to assets held for sale consists of $100.6 million of goodwill and $91.2 million of accumulated impairment. |
Schedule of Identifiable Intangible Assets | The change in intangible assets, net for the years ended December 31, 2022 and 2021 is as follows (in thousands): Intangible assets, net as of December 31, 2020 $ 663,395 Intangible assets from current year business combinations 1,870,918 Change in TRA with Sinclair (1) (850) Effect of foreign exchange (12,538) Impairment charges (4,675) Internally developed software 20,952 Other intangibles acquired 31,551 Less: Accumulated amortization (90,801) Intangible assets, net as of December 31, 2021 $ 2,477,952 Intangible assets from current year business combinations 5,140 Change in TRA with Sinclair (1) (22,806) Effect of foreign exchange (125,911) Impairment charges (232,409) Internally developed software 37,121 Other intangibles acquired (2) 55,782 Transferred to assets held for sale (4,022) Less: Accumulated amortization (228,909) Intangible assets, net as of December 31, 2022 $ 1,961,938 __________________________________ (1) Refer to Note 13 “ Sinclair Agreement (2) Includes the gaming license related to Bally’s Chicago. The Company’s identifiable intangible assets consist of the following: Weighted December 31, 2022 (in thousands, except years) Gross Carrying Amount Accumulated Net Amortizable intangible assets: Naming rights - Sinclair (1) 8.1 $ 314,585 $ (58,982) $ 255,603 Trade names 2.7 17,750 (16,196) 1,554 Hard Rock license 24.5 8,000 (2,061) 5,939 Customer relationships 5.8 907,199 (166,155) 741,044 Developed technology 5.7 256,512 (45,769) 210,743 Internally developed software 4.0 26,520 (5,444) 21,076 Gaming licenses 7.8 34,016 (4,892) 29,124 Other 2.6 4,917 (2,110) 2,807 Total amortizable intangible assets 1,569,499 (301,609) 1,267,890 Intangible assets not subject to amortization: Gaming licenses Indefinite 529,171 — 529,171 Trade names Indefinite 164,391 — 164,391 Other Indefinite 486 — 486 Total unamortizable intangible assets 694,048 — 694,048 Total intangible assets, net $ 2,263,547 $ (301,609) $ 1,961,938 __________________________________ (1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 13 “ Sinclair Agreement Weighted December 31, 2021 (in thousands, except years) Gross 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 __________________________________ |
Schedule of Identifiable Intangible Assets | The change in intangible assets, net for the years ended December 31, 2022 and 2021 is as follows (in thousands): Intangible assets, net as of December 31, 2020 $ 663,395 Intangible assets from current year business combinations 1,870,918 Change in TRA with Sinclair (1) (850) Effect of foreign exchange (12,538) Impairment charges (4,675) Internally developed software 20,952 Other intangibles acquired 31,551 Less: Accumulated amortization (90,801) Intangible assets, net as of December 31, 2021 $ 2,477,952 Intangible assets from current year business combinations 5,140 Change in TRA with Sinclair (1) (22,806) Effect of foreign exchange (125,911) Impairment charges (232,409) Internally developed software 37,121 Other intangibles acquired (2) 55,782 Transferred to assets held for sale (4,022) Less: Accumulated amortization (228,909) Intangible assets, net as of December 31, 2022 $ 1,961,938 __________________________________ (1) Refer to Note 13 “ Sinclair Agreement (2) Includes the gaming license related to Bally’s Chicago. The Company’s identifiable intangible assets consist of the following: Weighted December 31, 2022 (in thousands, except years) Gross Carrying Amount Accumulated Net Amortizable intangible assets: Naming rights - Sinclair (1) 8.1 $ 314,585 $ (58,982) $ 255,603 Trade names 2.7 17,750 (16,196) 1,554 Hard Rock license 24.5 8,000 (2,061) 5,939 Customer relationships 5.8 907,199 (166,155) 741,044 Developed technology 5.7 256,512 (45,769) 210,743 Internally developed software 4.0 26,520 (5,444) 21,076 Gaming licenses 7.8 34,016 (4,892) 29,124 Other 2.6 4,917 (2,110) 2,807 Total amortizable intangible assets 1,569,499 (301,609) 1,267,890 Intangible assets not subject to amortization: Gaming licenses Indefinite 529,171 — 529,171 Trade names Indefinite 164,391 — 164,391 Other Indefinite 486 — 486 Total unamortizable intangible assets 694,048 — 694,048 Total intangible assets, net $ 2,263,547 $ (301,609) $ 1,961,938 __________________________________ (1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 13 “ Sinclair Agreement Weighted December 31, 2021 (in thousands, except years) Gross 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 __________________________________ |
Schedule of Remaining Amortization Expense | The following table shows the remaining amortization expense associated with finite lived intangible assets as of December 31, 2022: (in thousands) 2023 $ 208,640 2024 207,168 2025 205,934 2026 204,624 2027 198,627 Thereafter 242,897 $ 1,267,890 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 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: December 31, 2022 (in thousands) Balance Sheet Location Level 1 Level 2 Level 3 Assets: Cash and cash equivalents Cash and cash equivalents $ 212,515 $ — $ — Restricted cash Cash and cash equivalents 52,669 — — Convertible loans Prepaid expenses and other current assets 657 — — Convertible loans Other assets — — 10,212 Investments in equity securities Other assets 2,395 — — Total $ 268,236 $ — $ 10,212 Liabilities: Sinclair Performance Warrants Naming rights liabilities $ — $ — $ 36,987 Contingent consideration Contingent consideration payable — — 8,220 Total $ — $ — $ 45,207 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) Performance Warrants Contingent Consideration Other Assets Total Balance as of December 31, 2020 $ 88,119 $ — $ — $ 88,119 Additions in the period (acquisition fair value) — 58,623 2,025 60,648 Change in fair value (18,555) (23,692) — (42,247) Balance as of December 31, 2021 69,564 34,931 2,025 106,520 Additions in the period (acquisition fair value) — — 3,777 3,777 Reductions in the period — (15,862) — (15,862) Change in fair value (32,577) (10,849) 4,410 (39,016) Balance as of December 31, 2022 $ 36,987 $ 8,220 $ 10,212 $ 55,419 |
Derivative Instruments, Gain (Loss) | The gains (losses) recognized in the consolidated statements of operations for derivatives not designated as hedging instruments during the years ended December 31, 2022 and 2021 are as follows: Consolidated Statements of Operations Location Year Ended December 31, (in thousands) 2022 2021 2020 Foreign exchange forward contracts Other non-operating expenses, net $ — $ (20,882) $ — Sinclair Performance Warrants Other non-operating expenses, net 32,577 18,555 (32,878) Sinclair Options Other non-operating expenses, net — (1,526) (24,782) |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | In the table below, the carrying amounts of the Company’s long-term debt is net of debt issuance costs and debt discounts. Refer to Note 14 “ Long-Term Debt December 31, 2022 December 31, 2021 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Term Loan Facility $ 1,884,082 $ 1,872,238 $ 1,897,030 $ 1,945,000 5.625% Senior Notes due 2029 734,497 555,000 732,660 746,250 5.875% Senior Notes due 2031 732,976 529,905 731,537 754,223 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of December 31, 2022 and 2021, accrued liabilities consisted of the following: December 31, (in thousands) 2022 2021 GLPI advance deposit (1) $ 200,000 $ — Gaming liabilities 168,386 170,508 Compensation 60,463 49,764 Interest payable 36,173 46,292 Other 108,909 134,864 Total accrued liabilities $ 573,931 $ 401,428 __________________________________ (1) Refer to Note 15 “ Leases |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | As of December 31, 2022 and 2021, long-term debt consisted of the following: December 31, (in thousands) 2022 2021 Term Loan Facility $ 1,925,550 $ 1,945,000 Revolving Credit Facility 137,000 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 (27,729) (31,425) Less: Unamortized deferred financing fees (46,266) (52,348) Long-term debt, including current portion 3,488,555 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 $ 3,469,105 $ 3,426,777 |
Schedule of Maturities of Long-term Debt | As of December 31, 2022, the contractual annual principal maturities of long-term debt, including the Revolving Credit Facility, are as follows: (in thousands) 2023 $ 19,450 2024 19,450 2025 19,450 2026 156,450 2027 19,450 Thereafter 3,328,300 $ 3,562,550 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Quantitative Information of Operating Leases | Components of lease expense included within “General and administrative” for operating leases during the years ended December 31, 2022, 2021 and 2020 are as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Operating lease cost $ 75,675 $ 36,354 $ 3,256 Variable lease cost 8,386 4,191 56 Operating lease expense 84,061 40,545 3,312 Short-term lease expense 17,536 11,746 2,158 Total operating lease expense $ 101,597 $ 52,291 $ 5,470 Supplemental cash flow and other information related to operating leases for the year ended December 31, 2022 and 2021, are as follows: Year Ended December 31, ($ in thousands) 2022 2021 Cash paid for amounts included in the lease liability - operating cash flows from operating leases $ 68,689 $ 37,032 Right of use assets obtained in exchange for operating lease liabilities $ 341,747 $ 818,405 Weighted average remaining lease term 20.7 years 15.3 years Weighted average discount rate 6.7 % 6.1 % |
Schedule of Future Minimum Rental Commitments | As of December 31, 2022, future minimum lease payments under noncancelable operating leases are as follows: (in thousands) 2023 $ 82,680 2024 87,308 2025 91,310 2026 90,565 2027 84,912 Thereafter 1,270,751 Total lease payments 1,707,526 Less: present value discount (871,385) Lease obligations $ 836,141 |
EQUITY PLANS (Tables)
EQUITY PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Plan Activity | Stock option activity under the 2010 Option Plan for the year ended December 31, 2022 is as follows: Shares Weighted Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2021 20,000 $ 4.31 1.9 years $ 0.7 million Exercised (20,000) $ 4.31 Outstanding at December 31, 2022 — Exercisable at December 31, 2022 — $ — $ — $ — |
Summary of RSU and PSU Activity | The following summary presents information of equity-classified RSU and PSU activity for the year ended December 31, 2022: Restricted Stock Performance Weighted Outstanding at December 31, 2021 960,493 29,995 $ 48.28 Granted 359,051 115,174 30.13 Vested (627,765) (29,995) 44.27 Forfeited (37,452) (53,041) 38.59 Outstanding at December 31, 2022 654,327 62,133 $ 38.35 |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Share Repurchase Activity | Total share repurchase activity during the years ended December 31, 2022, 2021 and 2020 is as follows: Year Ended December 31, (in thousands, except share and per share data) 2022 (1) 2021 2020 Number of common shares repurchased 6,621,841 2,188,532 1,812,393 Total cost $ 153,366 $ 87,024 $ 33,292 Average cost per share, including commissions $ 23.16 $ 39.76 $ 18.37 __________________________________ (1) Includes 4.7 million shares repurchased from the Company’s modified Dutch auction tender offer completed July 27, 2022 at a price of $22.00 per share for an aggregate purchase price of $103.3 million. |
Schedule of Outstanding Warrants, Options, and Contingent Shares | The Company issued warrants, options and other contingent consideration in acquisitions and strategic partnerships that are expected to result in the issuance of common shares in future periods resulting from the exercise of warrants and options or the achievement of certain performance targets. These incremental shares are summarized below: Sinclair Penny Warrants (Note 13) 7,911,724 Sinclair Performance Warrants (Note 13) 3,279,337 Sinclair Options (1) (Note 13) 1,639,669 MKF Penny warrants (Note 11) 34,455 MKF Contingent shares (Note 11) 344,625 Telescope Contingent shares (Note 11) 8,626 SportCaller contingent shares (4) (Note 11) 357,735 Outstanding awards under Equity Incentive Plans (Note 16) 716,460 14,292,631 __________________________________ (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 December 31, 2022, payable in shares subject to certain post-acquisition earnout 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 1.0666 as of December 31, 2022 and the closing share price of Company common shares of $19.38 per share to calculate the shares expected to be issued if all earn-out targets are met. |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table reflects the change in accumulated other comprehensive loss by component, net of tax, for the years ended December 31, 2022, 2021 and 2020: (in thousands) Foreign Currency Translation Adjustments Defined Benefit Pension Plan Total Accumulated other comprehensive loss at December 31, 2019 $ — $ (1,888) $ (1,888) Current period other comprehensive loss — (1,256) (1,256) Accumulated other comprehensive loss at December 31, 2020 — (3,144) (3,144) Current period other comprehensive income (loss) (25,833) 2,064 (23,769) Reclassification adjustments to net earnings — 104 104 Accumulated other comprehensive loss at December 31, 2021 (25,833) (976) (26,809) Current period other comprehensive income (loss) (270,151) 1,320 (268,831) Accumulated other comprehensive income (loss) at December 31, 2022 $ (295,984) $ 344 $ (295,640) |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Multiemployer Plans | The following table outlines the Company’s participation in multi-employer pension plans for the years ended December 31, 2022, 2021 and 2020 and sets forth the calendar year contributions and accruals for each plan. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three-digit plan number. The most recent Pension Protection Act zone status available in 2022 and 2021 relates to the plans’ two most recent fiscal year-ends. The zone status is based on information that the Company received from the plans’ administrators and is certified by each plan’s actuary. Plans certified in the red zone are generally less than 65% funded, plans certified in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans certified in the yellow zone are less than 80% funded and plans certified in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates whether a financial improvement plan (“FIP”) for yellow/orange zone plans, or a rehabilitation plan (“RP”) for red zone plans, is either pending or has been implemented. As of December 31, 2022 and 2021, all plans that have either a FIP or RP requirement have had the respective plan implemented. EIN/ Pension Pension Protection Act FIP/RP Status Contributions and Accruals (in $000’s) Company Union Pension Fund 2022 2021 2022 2021 2020 SEIU National Industry Pension Fund 52-6148540 Red Red Yes/Implemented $ 495 $ 460 $ 366 No 4/30/2025 New England Carpenters Pension Fund (1) 51-6040899 Green Green No 95 75 91 No 5/31/2024 Plumbers and Pipefitters Pension Fund (4) 52-6152779 Yellow Yellow Yes/Implemented 267 175 171 No 8/31/2022 Rhode Island Laborers Pension Fund (4) 51-6095806 Green Green No 656 671 483 No 10/31/2022 New England Teamsters Pension Fund 04-6372430 Red Red Yes/Implemented 278 254 230 No 6/30/2023 The Legacy Plan of the UNITE HERE Retirement Fund (3) 82-0994119/001 Red Red Yes/Implemented 963 1,319 578 No 6/30/2023 The Adjustable Plan of the UNITE HERE Retirement Fund (3) 82-0994119/002 N/A (2) N/A (2) No 5/31/2026 Local 68 Engineers Union Pension Fund 51-0176618 Yellow Yellow Yes/Implemented 286 269 22 No 4/30/2027 Northeast Carpenters Pension Fund 11-1991772 Green Green No 127 122 10 No 4/30/2027 International Painters and Allied Trades Industry Pension Fund 52-6073909 Yellow Yellow Yes/Implemented 82 80 5 No 4/30/2027 Total Contributions $ 3,249 $ 3,425 $ 1,956 __________________________________ (1) Effective January 1, 2018, the Rhode Island Carpenters Pension Fund (05-6016572) merged into the New England Carpenters Pension Fund. (2) The Plan is not subject to the Pension Protection Act of 2016 zone status certification rule. (3) Formerly listed as Hotel & Restaurant Employees International Pension Fund - Allocations of contributions between the two plans are determined by the plan administrator. Unions at Bally’s Twin River and Bally’s Atlantic City participate in the UNITE HERE Retirement funds. (4) Union contract under negotiation as of 12/31/2022. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) before taxes are as follows: Years Ended December 31, (in thousands) 2022 2021 2020 Domestic $ (444,549) $ (126,347) $ (74,811) Foreign (9,920) 7,273 — Total $ (454,469) $ (119,074) $ (74,811) |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes are as follows: Years Ended December 31, (in thousands) 2022 2021 2020 Current taxes Federal $ 9,318 $ (10,284) $ (72,517) State 8,289 4,676 2,002 Foreign 41,599 6,448 — 59,206 840 (70,515) Deferred taxes Federal (32,304) 294 9,871 State (9,429) 4,770 (8,680) Foreign (46,396) (10,281) — (88,129) (5,217) 1,191 (Benefit) Provision for income taxes $ (28,923) $ (4,377) $ (69,324) |
Schedule of Effective Income Tax Rate Reconciliation | The effective rate varies from the statutory US federal tax rate as follows: Years Ended December 31, (in thousands) 2022 2021 2020 Income tax (benefit) expense at statutory federal rate $ (95,439) $ (15,997) $ (15,710) State income taxes, net of federal effect (10,096) 7,462 (5,276) Foreign tax rate adjustment (17,455) (7,165) — Nondeductible professional fees 1,370 10,421 (665) Other permanent differences including lobbying expense 2,414 4,696 279 Share-based compensation 3,348 2,227 (922) Gain on bargain purchases 22 (4,796) (13,413) CARES Act — (5,320) (33,347) Return to provision adjustments (2,275) (595) (270) Global intangible low-tax income (“GILTI”) 2,404 327 — Loss on derivative instruments — 4,363 — Goodwill 28,935 — — Change in uncertain tax positions (2,224) — — Change in valuation allowance 60,073 — Total (benefit) provision for income taxes $ (28,923) $ (4,377) $ (69,324) Effective income tax rate on continuing operations 6.4 % 3.7 % 92.7 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income taxes at December 31, 2022 and 2021 are as follows: Years Ended December 31, (in thousands) 2022 2021 Deferred tax assets: Accrued liabilities and other $ 5,585 $ 1,162 Share-based compensation 1,699 2,792 Naming rights liabilities 29,248 43,298 Self constructed assets 5,690 5,730 Interest 79,757 21,208 Goodwill 3,140 — Net operating loss carryforwards 19,043 20,569 Valuation allowance (60,073) — Total deferred tax assets, net $ 84,089 $ 94,759 Deferred tax liabilities: Land $ (4,058) $ (4,071) Property and equipment (52,202) (35,807) Change in accounting method (73) (8,494) Goodwill — (12,544) Amortizable assets (140,229) (236,388) Total deferred tax liabilities $ (196,562) $ (297,304) Net deferred tax liabilities $ (112,473) $ (202,545) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows: (in thousands) 2022 2021 2020 Uncertain tax position liability at the beginning of the year $ 5,131 $ — $ — Increases related to tax positions taken during prior period 11,277 5,131 — Decreases related to tax positions taken during prior periods (5,131) — — Uncertain tax position liability at the end of the year $ 11,277 $ 5,131 $ — |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Information | Years Ended December 31, (in thousands) 2022 2021 2020 Revenue Casinos & Resorts $ 1,227,563 $ 1,032,828 $ 372,792 North America Interactive 81,700 38,352 — International Interactive 946,442 251,263 — Total $ 2,255,705 $ 1,322,443 $ 372,792 Adjusted EBITDA (1) Casinos & Resorts $ 345,617 $ 317,705 $ 89,913 North America Interactive (65,729) (12,413) — International Interactive 321,651 69,944 — Other (53,024) (45,334) (20,658) Total 548,515 329,902 69,255 Operating income (expense) Depreciation and amortization (300,559) (144,786) (37,842) Transaction costs (85,604) (84,543) (14,050) Share-based compensation (27,912) (20,143) (17,706) Gain on sale-leaseback 50,766 53,425 — Impairment charges (463,978) (4,675) (8,659) Other (14,236) (35,798) (9,384) (Loss) income from operations (293,008) 93,382 (18,386) Other income (expense) Interest expense, net of interest income (208,153) (117,924) (62,636) Other 46,692 (94,532) 6,211 Total other expense, net (161,461) (212,456) (56,425) Loss before provision for income taxes (454,469) (119,074) (74,811) Benefit for income taxes 28,923 4,377 69,324 Net loss $ (425,546) $ (114,697) $ (5,487) __________________________________ (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 and other transaction related costs, share-based compensation, and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments. Years Ended December 31, (in thousands) 2022 2021 2021 Capital Expenditures Casinos & Resorts $ 183,693 $ 92,479 $ 14,480 North America Interactive 6,635 172 — International Interactive 12,392 4,166 — Other 9,536 708 803 Total $ 212,256 $ 97,525 $ 15,283 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted EPS | 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. Years Ended December 31, 2022 2021 2020 Net loss applicable to common stockholders $ (425,546) $ (114,697) $ (5,487) Weighted average common shares outstanding, basic 58,111,699 49,643,991 31,315,151 Weighted average effect of dilutive securities — — — Weighted average common shares outstanding, diluted 58,111,699 49,643,991 31,315,151 Per share data Basic $ (7.32) $ (2.31) $ (0.18) Diluted $ (7.32) $ (2.31) $ (0.18) Anti-dilutive shares excluded from the calculation of diluted earnings per share 5,188,388 5,015,803 4,919,326 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||
Amortization of debt discount and debt issuance costs | $ 10,896 | $ 7,557 | $ 4,636 |
Self-insurance liabilities | 16,200 | 10,800 | |
Advertising Expense | 26,800 | 7,500 | 4,500 |
Pre-Opening Costs | 700 | 1,800 | 900 |
Variable Interest Entity [Line Items] | |||
Assets | 6,300,113 | 6,553,217 | |
Liabilities | 5,493,866 | 4,937,415 | |
Total revenue | 2,255,705 | 1,322,443 | 372,792 |
Interactive Segments | |||
Product Information [Line Items] | |||
Advertising Expense | 174,700 | 60,800 | $ 0 |
Variable Interest Entity, Primary Beneficiary | Breckenridge Curacao B.V | |||
Variable Interest Entity [Line Items] | |||
Assets | 93,400 | 85,400 | |
Liabilities | 77,100 | 75,200 | |
Total revenue | $ 298,100 | $ 79,600 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 77,462 | $ 52,632 |
Less: Allowance for doubtful accounts | (5,789) | (4,454) |
Accounts receivable, net | 71,673 | 48,178 |
Rhode Island and Delaware | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 15,865 | 10,575 |
Gaming receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 19,065 | 10,576 |
Non-gaming receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 42,532 | $ 31,481 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of year | $ 4,454 | $ 3,067 | $ 1,296 |
Charges to expense | 1,649 | 1,717 | 353 |
Deductions | (602) | (701) | (653) |
Other adjustments | 288 | 371 | 2,071 |
Balance at end of year | $ 5,789 | $ 4,454 | $ 3,067 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized interest | $ 1,900,000 | $ 200,000 | $ 0 |
Depreciation expense | $ 71,700,000 | $ 53,700,000 | $ 33,000,000 |
Land improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 10 years | ||
Land improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 20 years | ||
Building and improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 2 years | ||
Building and improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 50 years | ||
Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 2 years | ||
Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 10 years | ||
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 2 years | ||
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 10 years |
CONSOLIDATED FINANCIAL INFORM_3
CONSOLIDATED FINANCIAL INFORMATION - Schedule of General and Administrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising, general and administrative | $ 776,226 | $ 496,658 | $ 192,751 |
Acquisition costs | 49,480 | 71,288 | 13,257 |
Gain on sale-leaseback, net | (50,766) | (53,425) | 0 |
Contract termination | 0 | 30,000 | 0 |
Total general and administrative | $ 774,940 | $ 544,521 | $ 206,008 |
CONSOLIDATED FINANCIAL INFORM_4
CONSOLIDATED FINANCIAL INFORMATION - Other Non-Operating Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Change in value of naming rights liabilities | $ 32,577 | $ 17,029 | $ (57,660) |
Adjustment (gain) on bargain purchase | (107) | 22,841 | 63,871 |
Loss on extinguishment of debt | 0 | (103,007) | 0 |
Foreign exchange gain (loss) | 516 | (33,461) | 0 |
Other, net | 13,706 | 2,066 | 0 |
Other non-operating expenses, net | $ 46,692 | $ (94,532) | $ 6,211 |
REVENUE RECOGNITION - Additiona
REVENUE RECOGNITION - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) terminal | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Contracts with customers receivables | $ 44,000 | $ 35,500 | |
Total revenue | 2,255,705 | 1,322,443 | $ 372,792 |
Tropicana Las Vegas Hotel and Casino | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue from date of acquisition | $ 24,100 | ||
VLT revenue | Delaware | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of share of revenues | 42% | ||
Table games revenue | Delaware | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of share of revenues | 80% | ||
Loyalty programs | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 31,000 | 20,100 | $ 5,500 |
Online sports betting and iGaming market access | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 4,100 | $ 6,800 | |
Threshold Three | VLT revenue | Rhode Island | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of share of revenues | 7% | ||
Rhode Island [Member] | VLT revenue | |||
Disaggregation of Revenue [Line Items] | |||
Number of video lottery terminals (VLTs) | terminal | 3,002 | ||
Rhode Island [Member] | Table games revenue | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of share of revenues | 83.50% | ||
Rhode Island [Member] | Threshold one | VLT revenue | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of share of revenues | 28.85% | ||
Rhode Island [Member] | Threshold two | VLT revenue | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of share of revenues | 26% |
REVENUE RECOGNITION - Loyalty P
REVENUE RECOGNITION - Loyalty Programs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Goods and services provided without charge | $ 87,540 | $ 55,782 | $ 15,099 |
Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Goods and services provided without charge | 70,476 | 61,038 | 18,548 |
Retail, entertainment and other | |||
Disaggregation of Revenue [Line Items] | |||
Goods and services provided without charge | 10,195 | 7,556 | 3,031 |
Loyalty programs | |||
Disaggregation of Revenue [Line Items] | |||
Goods and services provided without charge | $ 168,211 | $ 124,376 | $ 36,678 |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 2,255,705 | $ 1,322,443 | $ 372,792 |
Gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,846,124 | 1,053,492 | 298,070 |
Non-gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 409,581 | 268,951 | 74,722 |
Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 153,750 | 95,356 | 24,742 |
Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 115,322 | 92,906 | 32,132 |
Retail, entertainment and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 140,509 | 80,689 | 17,848 |
Casinos & Resorts | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,227,563 | 1,032,828 | 372,792 |
Casinos & Resorts | Gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 907,431 | 803,940 | 298,070 |
Casinos & Resorts | Non-gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 320,132 | 228,888 | 74,722 |
Casinos & Resorts | Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 153,750 | 95,356 | 24,742 |
Casinos & Resorts | Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 115,322 | 92,906 | 32,132 |
Casinos & Resorts | Retail, entertainment and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 51,060 | 40,626 | 17,848 |
North America Interactive | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 81,700 | 38,352 | 0 |
North America Interactive | Gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 38,759 | 10,442 | 0 |
North America Interactive | Non-gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 42,941 | 27,910 | 0 |
North America Interactive | Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
North America Interactive | Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
North America Interactive | Retail, entertainment and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 42,941 | 27,910 | 0 |
International Interactive | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 946,442 | 251,263 | 0 |
International Interactive | Gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 899,934 | 239,110 | 0 |
International Interactive | Non-gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 46,508 | 12,153 | 0 |
International Interactive | Hotel | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
International Interactive | Food and beverage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 0 | 0 |
International Interactive | Retail, entertainment and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 46,508 | $ 12,153 | $ 0 |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities related to loyalty programs | $ 62,258 | $ 63,873 |
Loyalty programs | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities related to loyalty programs | 20,264 | 19,371 |
Customer deposits | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities related to loyalty programs | 27,956 | 33,062 |
Unpaid tickets | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities related to loyalty programs | $ 14,038 | $ 11,440 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 26, 2022 | Oct. 01, 2021 | Jun. 03, 2021 | Apr. 13, 2021 | Dec. 23, 2020 | Nov. 18, 2020 | Sep. 30, 2020 | Jul. 01, 2020 | Apr. 24, 2020 | Jan. 23, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 12, 2021 | Jun. 14, 2021 | Mar. 23, 2021 | |
Preliminary | ||||||||||||||||||
Total consideration paid, net of cash acquired | $ 146,317 | $ 2,274,221 | $ 425,063 | |||||||||||||||
Acquisition costs | 49,480 | 71,288 | 13,257 | |||||||||||||||
Goodwill, net | $ 1,746,202 | $ 2,122,653 | $ 1,746,202 | 2,122,653 | 186,979 | |||||||||||||
Business Combination, Bargain Purchase Gain Recognized, Statement Of Income Or Comprehensive Income, Extensible Enumeration Not Disclosed Flag | bargain purchase gains | |||||||||||||||||
International Interactive | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Goodwill, net | 1,497,205 | 1,637,343 | $ 1,497,205 | 1,637,343 | 0 | |||||||||||||
North America Interactive | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Goodwill, net | 39,740 | 283,358 | 39,740 | 283,358 | 0 | |||||||||||||
Casinos & Resorts | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Acquisition costs | 4,000 | 10,400 | ||||||||||||||||
Goodwill, net | 209,257 | 201,952 | 209,257 | 201,952 | 186,979 | |||||||||||||
Telescope [Member] | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 15.84% | |||||||||||||||||
Tropicana Las Vegas Hotel and Casino | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 148,100 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,800 | |||||||||||||||||
Total consideration paid, net of cash acquired | $ 146,300 | |||||||||||||||||
Term of contract | 50 years | |||||||||||||||||
Annual rent | $ 10,500 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 148,090 | 148,090 | ||||||||||||||||
Gain on bargain purchases | 0 | |||||||||||||||||
Goodwill, net | 8,590 | 8,590 | ||||||||||||||||
Net revenue from date of acquisition | 24,100 | |||||||||||||||||
Quad Cities | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 2,900 | 2,900 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 118,928 | 118,928 | ||||||||||||||||
Deposit for acquisition of Bally’s Quad Cities Casino & Hotel | $ 4,000 | |||||||||||||||||
Liability | $ 112,000 | |||||||||||||||||
Gain on bargain purchases | 0 | |||||||||||||||||
Goodwill, net | 13,308 | 13,308 | ||||||||||||||||
Bally's Evansville | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 139,700 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 9,400 | |||||||||||||||||
Total consideration paid, net of cash acquired | $ 130,400 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 139,708 | 139,708 | ||||||||||||||||
Gain on bargain purchases | (20,856) | (20,900) | ||||||||||||||||
Goodwill, net | 0 | 0 | ||||||||||||||||
Bally's Lake Tahoe | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 14,200 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 14,172 | 14,172 | ||||||||||||||||
Gain on bargain purchases | (1,942) | (2,000) | ||||||||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Increase (Decrease) Amount | 100 | |||||||||||||||||
Goodwill, net | 0 | 0 | ||||||||||||||||
North America Interactive | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 8,689 | 8,689 | ||||||||||||||||
Total consideration paid, net of cash acquired | 128,800 | |||||||||||||||||
Acquisition costs | 3,900 | 5,300 | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | 400,334 | 400,300 | 400,334 | 400,300 | ||||||||||||||
Business Combination, Non-cash Consideration Transferred | 255,700 | |||||||||||||||||
Contingent consideration payable | $ 58,700 | 58,700 | ||||||||||||||||
Goodwill, net | 250,730 | 250,730 | $ 250,700 | |||||||||||||||
Goodwill, tax deductible | $ 102,900 | |||||||||||||||||
Gamesys | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 2,599,117 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 183,306 | |||||||||||||||||
Total consideration paid, net of cash acquired | 1,900,000 | |||||||||||||||||
Acquisition costs | 6,300 | 43,500 | ||||||||||||||||
Goodwill, net | 1,683,762 | |||||||||||||||||
Cash paid to acquire business | $ 2,080,000 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 9,773,537 | |||||||||||||||||
Post combination expense | 10,300 | |||||||||||||||||
Pre-combination service included in consideration transferred | $ 36,400 | |||||||||||||||||
Net revenue from date of acquisition | 257,100 | |||||||||||||||||
Net income from date of acquisition | $ 18,200 | |||||||||||||||||
Gamesys | International Interactive | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Goodwill, net | 1,650,000 | |||||||||||||||||
Gamesys | North America Interactive | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Goodwill, net | $ 33,300 | |||||||||||||||||
Bally's Shreveport | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 137,200 | |||||||||||||||||
Total consideration paid, net of cash acquired | 133,100 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 137,190 | 137,190 | ||||||||||||||||
Gain on bargain purchases | $ (31,300) | (31,315) | ||||||||||||||||
Goodwill, net | 0 | 0 | ||||||||||||||||
Bally’s Atlantic City | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 24,700 | |||||||||||||||||
Total consideration paid, net of cash acquired | $ 16,100 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (927) | (927) | ||||||||||||||||
Gain on bargain purchases | (32,600) | (32,595) | ||||||||||||||||
Goodwill, net | 0 | 0 | ||||||||||||||||
Bally's Black Hawk | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 53,800 | |||||||||||||||||
Total consideration paid, net of cash acquired | $ 50,500 | |||||||||||||||||
Bally's KC & Vicksburg | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 229,900 | |||||||||||||||||
Total consideration paid, net of cash acquired | $ 225,500 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 229,863 | 229,863 | ||||||||||||||||
Gain on bargain purchases | 0 | |||||||||||||||||
Goodwill, net | $ 54,276 | $ 54,276 | ||||||||||||||||
Casino KC, Casino Vicksburg, and Shreveport | ||||||||||||||||||
Preliminary | ||||||||||||||||||
Business Acquisition, Pro Forma Revenue | 465,685 | |||||||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (7,450) |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Total Purchase Price (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||
Sep. 26, 2022 | Oct. 01, 2021 | Jun. 14, 2021 | Jun. 03, 2021 | Apr. 06, 2021 | Dec. 23, 2020 | Nov. 18, 2020 | Jul. 01, 2020 | Apr. 24, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 23, 2021 | Dec. 31, 2020 | |
Preliminary | |||||||||||||||
Goodwill, net | $ 1,746,202 | $ 2,122,653 | $ 1,746,202 | $ 2,122,653 | $ 186,979 | ||||||||||
Year to date adjustments, goodwill | $ 5,300 | 4,240 | 380 | ||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Prepaid Expenses And Other Current Assets | 500 | ||||||||||||||
Year to date adjustments, intangibles assets | (2,700) | ||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Accrued Liabilities | (3,100) | ||||||||||||||
Noncontrolling Interest, Increase from Business Combination | (3,760) | ||||||||||||||
Tropicana Las Vegas Hotel and Casino | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 8,141 | 8,141 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 136,116 | 136,116 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 164,884 | 164,884 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 5,140 | 5,140 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 766 | 766 | |||||||||||||
Goodwill, net | 8,590 | 8,590 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (10,268) | (10,268) | |||||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (164,884) | (164,884) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (395) | (395) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill And Liabilities Assumed, Before Bargain Purchase Gain, Net | 148,090 | 148,090 | |||||||||||||
Gain on bargain purchases | 0 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 148,090 | 148,090 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,800 | ||||||||||||||
Business Combination, Consideration Transferred | $ 148,100 | ||||||||||||||
Decrease in other current assets | (2,500) | ||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Current Liabilities | (1,500) | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Lease Liabilities | (700) | ||||||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 500 | ||||||||||||||
Year to date adjustments, goodwill | 4,200 | ||||||||||||||
Tropicana Las Vegas Hotel and Casino | Customer relationships | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,600 | 2,600 | |||||||||||||
Acquired intangible assets, useful life | 9 years | ||||||||||||||
Tropicana Las Vegas Hotel and Casino | Tradename | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,700 | 1,700 | |||||||||||||
Acquired intangible assets, useful life | 3 years | ||||||||||||||
Tropicana Las Vegas Hotel and Casino | Pre-Bookings | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 800 | 800 | |||||||||||||
Acquired intangible assets, useful life | 2 years | ||||||||||||||
Quad Cities | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 6,717 | 6,717 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 73,135 | 73,135 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 0 | 0 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 31,180 | 31,180 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 0 | 0 | |||||||||||||
Goodwill, net | 13,308 | 13,308 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (5,412) | (5,412) | |||||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | 0 | 0 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 0 | 0 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill And Liabilities Assumed, Before Bargain Purchase Gain, Net | 118,928 | 118,928 | |||||||||||||
Gain on bargain purchases | 0 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 118,928 | 118,928 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 2,900 | 2,900 | |||||||||||||
Quad Cities | Customer relationships | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 700 | ||||||||||||||
Acquired intangible assets, useful life | 9 years | ||||||||||||||
Quad Cities | Tradename | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 200 | ||||||||||||||
Acquired intangible assets, useful life | 4 months | ||||||||||||||
Quad Cities | Hard Rock license | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 30,300 | ||||||||||||||
Bally's Evansville | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 12,031 | 12,031 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 12,325 | 12,325 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 285,772 | 285,772 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 154,210 | 154,210 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 468 | 468 | |||||||||||||
Goodwill, net | 0 | 0 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (10,927) | (10,927) | |||||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (285,772) | (285,772) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (7,543) | (7,543) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill And Liabilities Assumed, Before Bargain Purchase Gain, Net | 160,564 | 160,564 | |||||||||||||
Gain on bargain purchases | (20,856) | (20,900) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 139,708 | 139,708 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 9,400 | ||||||||||||||
Business Combination, Consideration Transferred | 139,700 | ||||||||||||||
Bally's Evansville | Customer relationships | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 600 | ||||||||||||||
Acquired intangible assets, useful life | 8 years | ||||||||||||||
Bally's Evansville | Hard Rock license | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 153,600 | ||||||||||||||
Bally's Lake Tahoe | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 4,683 | 4,683 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 6,361 | 6,361 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 57,017 | 57,017 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 5,430 | 5,430 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 0 | 0 | |||||||||||||
Goodwill, net | 0 | 0 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (3,546) | (3,546) | |||||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (52,927) | (52,927) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (904) | (904) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill And Liabilities Assumed, Before Bargain Purchase Gain, Net | 16,114 | 16,114 | |||||||||||||
Gain on bargain purchases | (1,942) | (2,000) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 14,172 | 14,172 | |||||||||||||
Business Combination, Consideration Transferred | $ 14,200 | ||||||||||||||
Bally's Lake Tahoe | Customer relationships | |||||||||||||||
Preliminary | |||||||||||||||
Acquired intangible assets, useful life | 6 months | ||||||||||||||
Bally's Lake Tahoe | Tradename | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 200 | ||||||||||||||
Bally's Lake Tahoe | Hard Rock license | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 5,200 | ||||||||||||||
Bally’s Atlantic City | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 11,896 | 11,896 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 40,898 | 40,898 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 0 | 0 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,120 | 1,120 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 0 | 0 | |||||||||||||
Goodwill, net | 0 | 0 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (11,114) | (11,114) | |||||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | 0 | 0 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (11,132) | (11,132) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill And Liabilities Assumed, Before Bargain Purchase Gain, Net | 31,668 | 31,668 | |||||||||||||
Gain on bargain purchases | (32,600) | (32,595) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (927) | (927) | |||||||||||||
Business Combination, Consideration Transferred | $ 24,700 | ||||||||||||||
Bally’s Atlantic City | Customer relationships | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 900 | ||||||||||||||
Acquired intangible assets, useful life | 8 years | ||||||||||||||
Bally’s Atlantic City | Hotel and conference pre-bookings | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 200 | ||||||||||||||
Acquired intangible assets, useful life | 3 years | ||||||||||||||
Bally's Shreveport | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 7,616 | 7,616 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 125,822 | 125,822 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 9,260 | 9,260 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 58,140 | 58,140 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 403 | 403 | |||||||||||||
Goodwill, net | 0 | 0 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (6,059) | (6,059) | |||||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (14,540) | (14,540) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (12,137) | (12,137) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill And Liabilities Assumed, Before Bargain Purchase Gain, Net | 168,505 | 168,505 | |||||||||||||
Gain on bargain purchases | $ (31,300) | (31,315) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 137,190 | 137,190 | |||||||||||||
Business Combination, Consideration Transferred | 137,200 | ||||||||||||||
Bally's Shreveport | Customer relationships | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 400 | ||||||||||||||
Acquired intangible assets, useful life | 8 years | ||||||||||||||
Bally's Shreveport | Hard Rock license | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 57,700 | ||||||||||||||
Bally's KC & Vicksburg | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 5,538 | 5,538 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 60,865 | 60,865 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 10,315 | 10,315 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 138,160 | 138,160 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 117 | 117 | |||||||||||||
Goodwill, net | 54,276 | 54,276 | |||||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (34,452) | (34,452) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (194) | (194) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill And Liabilities Assumed, Before Bargain Purchase Gain, Net | 229,863 | 229,863 | |||||||||||||
Gain on bargain purchases | 0 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 229,863 | 229,863 | |||||||||||||
Business Combination, Consideration Transferred | $ 229,900 | ||||||||||||||
Bally's KC & Vicksburg | Customer relationships | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 900 | ||||||||||||||
Acquired intangible assets, useful life | 8 years | ||||||||||||||
Bally's KC & Vicksburg | Hard Rock license | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 137,300 | ||||||||||||||
North America Interactive | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 596 | 596 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 167,075 | 167,075 | |||||||||||||
Goodwill, net | 250,730 | 250,730 | $ 250,700 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (14,787) | (14,787) | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 8,689 | 8,689 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 4,498 | 4,498 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 3,104 | 3,104 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (15,811) | (15,811) | |||||||||||||
Noncontrolling Interest, Increase from Business Combination | (3,760) | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 400,334 | $ 400,300 | $ 400,334 | $ 400,300 | |||||||||||
North America Interactive | Customer relationships | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 41,500 | ||||||||||||||
North America Interactive | Customer relationships | Minimum | |||||||||||||||
Preliminary | |||||||||||||||
Acquired intangible assets, useful life | 3 years | ||||||||||||||
North America Interactive | Customer relationships | Maximum | |||||||||||||||
Preliminary | |||||||||||||||
Acquired intangible assets, useful life | 10 years | ||||||||||||||
North America Interactive | Tradename | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 3,100 | ||||||||||||||
North America Interactive | Tradename | Minimum | |||||||||||||||
Preliminary | |||||||||||||||
Acquired intangible assets, useful life | 10 years | ||||||||||||||
North America Interactive | Tradename | Maximum | |||||||||||||||
Preliminary | |||||||||||||||
Acquired intangible assets, useful life | 15 years | ||||||||||||||
North America Interactive | Developed Software | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 122,400 | ||||||||||||||
North America Interactive | Developed Software | Minimum | |||||||||||||||
Preliminary | |||||||||||||||
Acquired intangible assets, useful life | 3 years | ||||||||||||||
North America Interactive | Developed Software | Maximum | |||||||||||||||
Preliminary | |||||||||||||||
Acquired intangible assets, useful life | 10 years | ||||||||||||||
Gamesys | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 15,230 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Right Of Use Asset | 14,185 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,510,323 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 17,668 | ||||||||||||||
Goodwill, net | 1,683,762 | ||||||||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (14,185) | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (6,680) | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 183,306 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 35,851 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 28,418 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (47,881) | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accrued Income Taxes, Current | (40,250) | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Accrued And Other Current Liabilities | (180,237) | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (456,469) | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (143,924) | ||||||||||||||
Business Combination, Consideration Transferred | 2,599,117 | ||||||||||||||
Gamesys | Customer relationships | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 980,200 | ||||||||||||||
Gamesys | Tradename | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 247,100 | ||||||||||||||
Gamesys | Developed Software | |||||||||||||||
Preliminary | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 282,000 | ||||||||||||||
Useful life | 7 years |
BUSINESS COMBINATIONS - Unaudit
BUSINESS COMBINATIONS - Unaudited Supplemental Pro Forma Consolidated Revenue and Net Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Gamesys, Lake Tahoe & Evansville | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 2,221,870 | $ 1,529,369 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 46,048 | (129,374) |
Casino KC, Casino Vicksburg, and Shreveport | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | 465,685 | |
Business Acquisition, Pro Forma Net Income (Loss) | $ (7,450) |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | ||
Restricted cash, prepaid expenses and other current assets | $ 3,756 | |
Goodwill | 9,399 | |
Intangible assets, net | 4,022 | |
Assets held for sale | 17,177 | $ 0 |
Liabilities related to assets held for sale | $ 3,409 | $ 0 |
PREPAID EXPENSES AND OTHER AS_3
PREPAID EXPENSES AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Services and license agreements | $ 31,396 | $ 21,496 |
Due from payment service providers | 30,621 | 15,984 |
Purse funds | 8,093 | 8,286 |
Prepaid marketing | 8,042 | 10,066 |
Prepaid insurance | 6,374 | 9,637 |
Sales tax | 5,900 | 18,308 |
Other | 10,291 | 20,686 |
Total prepaid expenses and other current assets | $ 100,717 | $ 104,463 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 1,469,813 | $ 1,043,848 | |
Less: Accumulated depreciation | (267,711) | (205,197) | |
Property, Plant and Equipment, Net | 1,202,102 | 838,651 | |
Depreciation expense | 71,700 | 53,700 | $ 33,000 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 259,378 | 75,328 | |
Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 31,197 | 34,704 | |
Building and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 752,964 | 650,837 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 246,340 | 182,006 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 63,753 | 47,258 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 116,181 | $ 53,715 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | |||
Impairment charges | $ 463,978 | $ 4,675 | $ 8,659 |
Impairment charges | 232,409 | 4,675 | |
Impairment charges | 231,569 | ||
Amortization of Intangible Assets | $ 228,900 | $ 91,100 | $ 4,900 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment charges | ||
North America Interactive | |||
Goodwill [Line Items] | |||
Impairment charges | $ 390,700 | ||
Impairment charges | 159,100 | ||
Impairment charges | 231,569 | ||
International Interactive | |||
Goodwill [Line Items] | |||
Impairment charges | 0 | ||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 73,300 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Schedule of good will (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||||
Goodwill as of beginning | $ 2,122,653 | $ 186,979 | ||
Goodwill from current year business combinations | 8,590 | 1,943,560 | ||
Effect of foreign exchange | (148,313) | (8,266) | ||
Impairment charges | (231,569) | |||
Year to date adjustments, goodwill | $ 5,300 | 4,240 | 380 | |
Transferred to assets held for sale | (9,399) | |||
Goodwill as of ending | 1,746,202 | 2,122,653 | ||
Held-for-sale | ||||
Goodwill [Roll Forward] | ||||
Goodwill as of ending | 100,600 | |||
Goodwill, Impaired, Accumulated Impairment Loss | 91,200 | |||
Casinos & Resorts | ||||
Goodwill [Roll Forward] | ||||
Goodwill as of beginning | 201,952 | 186,979 | ||
Goodwill from current year business combinations | 8,590 | 14,593 | ||
Effect of foreign exchange | 0 | 0 | ||
Impairment charges | 0 | |||
Year to date adjustments, goodwill | (1,285) | 380 | ||
Transferred to assets held for sale | 0 | |||
Goodwill as of ending | 209,257 | 201,952 | ||
Goodwill, Impaired, Accumulated Impairment Loss | (5,400) | (5,400) | $ (5,400) | |
North America Interactive | ||||
Goodwill [Roll Forward] | ||||
Goodwill as of beginning | 283,358 | 0 | ||
Goodwill from current year business combinations | 0 | 283,767 | ||
Effect of foreign exchange | (2,889) | (409) | ||
Impairment charges | (231,569) | |||
Year to date adjustments, goodwill | 239 | 0 | ||
Transferred to assets held for sale | (9,399) | |||
Goodwill as of ending | 39,740 | 283,358 | ||
Goodwill, Impaired, Accumulated Impairment Loss | (140,400) | |||
International Interactive | ||||
Goodwill [Roll Forward] | ||||
Goodwill as of beginning | 1,637,343 | 0 | ||
Goodwill from current year business combinations | 0 | 1,645,200 | ||
Effect of foreign exchange | (145,424) | (7,857) | ||
Impairment charges | 0 | |||
Year to date adjustments, goodwill | 5,286 | 0 | ||
Transferred to assets held for sale | 0 | |||
Goodwill as of ending | $ 1,497,205 | $ 1,637,343 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Changes in Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Change in Intangible Assets [Roll Forward] | ||
Intangible assets, net, beginning balance | $ 2,477,952 | $ 663,395 |
Change in TRA with Sinclair(1) | (22,806) | (850) |
Effect of foreign exchange | (125,911) | (12,538) |
Impairment charges | (232,409) | (4,675) |
Internally developed software | 37,121 | 20,952 |
Other intangibles acquired(2) | 55,782 | |
Transferred to assets held for sale | (4,022) | |
Less: Accumulated amortization | (228,909) | (90,801) |
Intangible assets, net, ending balance | 1,961,938 | 2,477,952 |
Current Year Acquisitions | ||
Change in Intangible Assets [Roll Forward] | ||
Intangible assets acquired | $ 5,140 | 1,870,918 |
Other Acquisitions | ||
Change in Intangible Assets [Roll Forward] | ||
Intangible assets acquired | $ 31,551 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amortizable intangible assets: | |||
Gross amount | $ 1,569,499 | $ 1,846,882 | |
Accumulated amortization | (301,609) | (113,938) | |
Net Amount | 1,267,890 | 1,732,944 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Unamortizable intangible assets | 694,048 | 745,008 | |
Gross total intangible assets | 2,263,547 | 2,591,890 | |
Intangible assets, net | 1,961,938 | 2,477,952 | $ 663,395 |
Internally developed software | 37,121 | 20,952 | |
Gaming licenses | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Unamortizable intangible assets | 529,171 | 478,171 | |
Trade names | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Unamortizable intangible assets | 164,391 | 265,099 | |
Other | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Unamortizable intangible assets | $ 486 | $ 1,738 | |
Naming rights | |||
Amortizable intangible assets: | |||
Weighted average remaining life (in years) | 8 years 1 month 6 days | 9 years 2 months 12 days | |
Gross amount | $ 314,585 | $ 337,391 | |
Accumulated amortization | (58,982) | (25,721) | |
Net Amount | $ 255,603 | $ 311,670 | |
Trade names | |||
Amortizable intangible assets: | |||
Weighted average remaining life (in years) | 2 years 8 months 12 days | 10 years 7 months 6 days | |
Gross amount | $ 17,750 | $ 28,439 | |
Accumulated amortization | (16,196) | (17,481) | |
Net Amount | $ 1,554 | $ 10,958 | |
Hard Rock license | |||
Amortizable intangible assets: | |||
Weighted average remaining life (in years) | 24 years 6 months | 25 years 6 months | |
Gross amount | $ 8,000 | $ 8,000 | |
Accumulated amortization | (2,061) | (1,818) | |
Net Amount | $ 5,939 | $ 6,182 | |
Customer relationships | |||
Amortizable intangible assets: | |||
Weighted average remaining life (in years) | 5 years 9 months 18 days | 6 years 8 months 12 days | |
Gross amount | $ 907,199 | $ 1,026,797 | |
Accumulated amortization | (166,155) | (46,789) | |
Net Amount | $ 741,044 | $ 980,008 | |
Technology-Based Intangible Assets | |||
Amortizable intangible assets: | |||
Weighted average remaining life (in years) | 5 years 8 months 12 days | 7 years 2 months 12 days | |
Gross amount | $ 256,512 | $ 392,481 | |
Accumulated amortization | (45,769) | (19,690) | |
Net Amount | $ 210,743 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Internally developed software | $ 372,791 | ||
Computer Software, Intangible Asset | |||
Amortizable intangible assets: | |||
Weighted average remaining life (in years) | 4 years | 4 years 9 months 18 days | |
Gross amount | $ 26,520 | $ 20,952 | |
Accumulated amortization | (5,444) | (727) | |
Net Amount | $ 21,076 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Internally developed software | $ 20,225 | ||
Gaming licenses | |||
Amortizable intangible assets: | |||
Weighted average remaining life (in years) | 7 years 9 months 18 days | 10 years | |
Gross amount | $ 34,016 | $ 30,409 | |
Accumulated amortization | (4,892) | (591) | |
Net Amount | $ 29,124 | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Internally developed software | $ 29,818 | ||
Other | |||
Amortizable intangible assets: | |||
Weighted average remaining life (in years) | 2 years 7 months 6 days | 4 years 4 months 24 days | |
Gross amount | $ 4,917 | $ 2,413 | |
Accumulated amortization | (2,110) | (1,121) | |
Net Amount | $ 2,807 | $ 1,292 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Schedule of Remaining Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 208,640 | |
2024 | 207,168 | |
2025 | 205,934 | |
2026 | 204,624 | |
2027 | 198,627 | |
Thereafter | 242,897 | |
Net Amount | $ 1,267,890 | $ 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | $ 212,515 | $ 206,193 |
Restricted cash | 52,669 | 68,647 |
Convertible loans | 657 | |
Convertible loans | 0 | 5,905 |
Other current assets | 176 | |
Other current assets | 2,395 | |
Total | 268,236 | 280,921 |
Liabilities: | ||
Sinclair Performance Warrants | 0 | 0 |
Contingent consideration | 0 | |
Sinclair Options | 0 | |
Total | 0 | 0 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Convertible loans | 0 | |
Convertible loans | 0 | 0 |
Other current assets | 0 | |
Other current assets | 0 | |
Total | 0 | 0 |
Liabilities: | ||
Sinclair Performance Warrants | 0 | 0 |
Contingent consideration | 0 | |
Sinclair Options | 0 | |
Total | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Convertible loans | 0 | |
Convertible loans | 10,212 | 2,025 |
Other current assets | 0 | |
Other current assets | 0 | |
Total | 10,212 | 2,025 |
Liabilities: | ||
Sinclair Performance Warrants | 36,987 | 69,564 |
Contingent consideration | 8,220 | |
Sinclair Options | 34,931 | |
Total | $ 45,207 | $ 104,495 |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Level 3 Activity (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Additions in the period (acquisition fair value) | $ 3,777 | $ 60,648 |
Reductions in the period | (15,862) | |
Change in fair value | (39,016) | (42,247) |
Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Additions in the period (acquisition fair value) | 0 | 0 |
Reductions in the period | 0 | |
Change in fair value | (32,577) | (18,555) |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Additions in the period (acquisition fair value) | 0 | 58,623 |
Reductions in the period | (15,862) | |
Change in fair value | (10,849) | (23,692) |
Contingent Consideration | Other Assets | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Additions in the period (acquisition fair value) | 3,777 | 2,025 |
Reductions in the period | 0 | |
Change in fair value | 4,410 | 0 |
Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 106,520 | 88,119 |
Ending ending | 55,419 | 106,520 |
Fair Value, Recurring | Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 69,564 | 88,119 |
Ending ending | 36,987 | 69,564 |
Fair Value, Recurring | Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 34,931 | 0 |
Ending ending | 8,220 | 34,931 |
Fair Value, Recurring | Contingent Consideration | Other Assets | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 2,025 | 0 |
Ending ending | $ 10,212 | $ 2,025 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands, € in Millions, £ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Oct. 01, 2021 USD ($) | Aug. 20, 2021 USD ($) | Aug. 20, 2021 GBP (£) | May 07, 2021 USD ($) | Mar. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 16, 2021 GBP (£) | Apr. 16, 2021 EUR (€) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||
Payment for Contingent Consideration Liability, Investing Activities | $ 15,900 | |||||||||
Foreign Exchange Contract | ||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||
Cost of hedge | $ 22,600 | |||||||||
Gain (loss) on derivative instruments | $ 0 | $ (20,882) | $ 0 | |||||||
Foreign Exchange Contract | Not Designated as Hedging Instrument | ||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | £ | £ 354 | £ 900 | ||||||||
Increase (Decrease) in Derivative Assets | £ | £ 746 | |||||||||
Derivative, Cash Received on Hedge | $ 100 | $ 1,700 | ||||||||
Foreign Exchange Contract - Denominated Debt | Not Designated as Hedging Instrument | ||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||
Derivative Asset, Subject to Master Netting Arrangement, before Offset | £ 200 | € 336 | ||||||||
Warrant | ||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||
Gain (loss) on derivative instruments | 32,577 | 18,555 | (32,878) | |||||||
Option on Securities | ||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||
Gain (loss) on derivative instruments | $ 0 | (1,526) | $ (24,782) | |||||||
SportCaller and MKF | ||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||
Present value of reimbursement | $ 58,700 | |||||||||
Monkey Knife Fight | ||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||
Contingently Issuable Shares, Shares Issued | shares | 393,778 | |||||||||
Horses Mouth Limited (SportCaller) | ||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||
Payment for Contingent Consideration Liability, Investing Activities | $ 100 | |||||||||
Stock issued for purchase of Dover Downs (in shares) | shares | 107,832 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | May 10, 2019 |
Senior Notes | 6.75% Senior Notes due 2027 | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.75% | ||
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 | $ 734,497 | $ 732,660 | |
Senior Notes | 5.625% Senior Notes Due 2029 | Fair Value | Level 1 | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 555,000 | 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 | $ 732,976 | 731,537 | |
Senior Notes | 5.875% Senior Notes Due 2031 | Fair Value | Level 1 | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 529,905 | 754,223 | |
Term Loan Facility | Line of credit | Carrying Amount | Level 1 | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | 1,884,082 | 1,897,030 | |
Term Loan Facility | Line of credit | Fair Value | Level 1 | |||
Debt Instrument [Line Items] | |||
Long-term debt, fair value | $ 1,872,238 | $ 1,945,000 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
GLPI advance deposit | $ 200,000 | $ 0 |
Gaming liabilities | 168,386 | 170,508 |
Compensation | 60,463 | 49,764 |
Interest payable | 36,173 | 46,292 |
Other | 108,909 | 134,864 |
Total accrued liabilities | $ 573,931 | $ 401,428 |
SINCLAIR AGREEMENT (Details)
SINCLAIR AGREEMENT (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jan. 27, 2021 USD ($) | Nov. 18, 2020 USD ($) renewalTerm | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 20, 2021 $ / shares shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares for purchase from exercisable warrants (in shares) | shares | 909,090 | |||||
Exercise price of warrants (in USD per share) | $ / shares | $ 55 | |||||
Warrants subject to approval | 0.199 | |||||
Naming rights liabilities | $ 109,807 | $ 168,929 | ||||
Amortization of Intangible Assets | $ 228,900 | 91,100 | $ 4,900 | |||
Maximum | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Volatility | 66% | |||||
Risk free rates | 4.01% | |||||
Expected terms | 8 years | |||||
Minimum | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Volatility | 63% | |||||
Risk free rates | 1.02% | |||||
Expected terms | 3 years 4 months 24 days | |||||
Penny warrant | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares for purchase from exercisable warrants (in shares) | shares | 4,915,726 | |||||
Exercise price of warrants (in USD per share) | $ / shares | $ 0.01 | |||||
Fair value of underlying shares | $ 150,400 | |||||
Performance Warrant | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 0.01 | |||||
Total fair values | $ 37,000 | 69,600 | ||||
Performance Warrant | Maximum | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares for purchase from exercisable warrants (in shares) | shares | 3,279,337 | |||||
Option on Securities | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares for purchase from exercisable warrants (in shares) | shares | 1,639,669 | |||||
Exercise period | 7 years | |||||
Option on Securities | Maximum | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 45 | |||||
Option on Securities | Minimum | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 30 | |||||
Penny Warrant and Options | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Adjusted fair value | $ 59,700 | |||||
Naming Rights - Sinclair | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Amortization of Intangible Assets | $ 33,300 | 25,700 | ||||
Sinclair Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Annual naming rights fees | $ 88,000 | |||||
Liability | 19,400 | 42,200 | ||||
Naming rights liabilities | 59,300 | 58,900 | ||||
Accretion Expense | 4,400 | 4,300 | ||||
Accrued liabilities | Sinclair Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Naming rights liabilities | 6,000 | 2,000 | ||||
Naming Rights Liability | Sinclair Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Naming Rights Liability, Noncurrent | 53,300 | 56,900 | ||||
Sinclair Agreement | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Initial term of agreement | 10 years | |||||
Renewal option | renewalTerm | 1 | |||||
Additional renewal term | 5 years | |||||
Tax benefit required to be shared | 0.60 | |||||
Increase in naming rights | (22,800) | (800) | ||||
Asset Acquisition, Assets Acquired And Liabilities Assumed, Intangible Assets | $ 255,600 | $ 311,700 |
LONG-TERM DEBT - Schedule of Lo
LONG-TERM DEBT - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Oct. 05, 2021 | Sep. 07, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 10, 2019 | |
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 3,562,550 | |||||
Less: Unamortized original issue discount | (27,729) | $ (31,425) | ||||
Less: Unamortized deferred financing fees | (46,266) | (52,348) | ||||
Long-term debt, including current portion | 3,488,555 | 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 | 3,469,105 | 3,426,777 | ||||
Loss on extinguishment of debt | 0 | 103,007 | $ 0 | |||
Line of credit | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 1,925,550 | 1,945,000 | ||||
Line of credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 137,000 | 85,000 | ||||
6.75% Senior Notes due 2027 | 6.75% Senior Notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 6.75% | |||||
Redemption price percentage | 109.074% | 106.75% | ||||
Loss on extinguishment of debt | 103,000 | |||||
6.75% Senior Notes due 2027 | 5.625% Senior Notes Due 2029 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.625% | |||||
Long-term debt, gross | $ 750,000 | 750,000 | ||||
6.75% Senior Notes due 2027 | 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 ($) | 12 Months Ended | ||||||
Oct. 05, 2021 | Oct. 01, 2021 | Sep. 07, 2021 | Oct. 09, 2020 | Dec. 31, 2022 | Aug. 20, 2021 | May 10, 2019 | |
6.75% Senior Notes due 2027 | 6.75% Senior Notes due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 6.75% | ||||||
Principal amount | $ 400,000,000 | ||||||
Additional unsecured senior notes | $ 125,000,000 | ||||||
Redemption price percentage | 109.074% | 106.75% | |||||
Repayments of Senior Debt | $ 315,000,000 | $ 210,000,000 | |||||
6.75% Senior Notes due 2027 | 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% | ||||||
6.75% Senior Notes due 2027 | Senior Notes Due 2031 | Subsidiaries | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.875% | ||||||
Principal amount | $ 750,000,000 | ||||||
6.75% Senior Notes due 2027 | 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% | ||||||
6.75% Senior Notes due 2027 | Senior Notes Due 2029 | Subsidiaries | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.625% | ||||||
Principal amount | $ 750,000,000 | ||||||
6.75% Senior Notes due 2027 | New Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 2,565,000,000 | ||||||
Maximum capacity on line of credit | 30% | ||||||
6.75% Senior Notes due 2027 | New Credit Facilities | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1% | ||||||
6.75% Senior Notes due 2027 | New Credit Facilities | Federal funds effective swap rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Term Loan Facility | New Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.50% | ||||||
Principal amount | $ 1,945,000,000 | ||||||
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 | $ 620,000,000 | ||||||
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% | ||||||
Line of credit | New Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Commitment increase limit | $ 650,000,000 | ||||||
Commitment increase limit, EBITDA | 100% |
LONG-TERM DEBT - Schedule of Ma
LONG-TERM DEBT - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 19,450 |
2024 | 19,450 |
2025 | 19,450 |
2026 | 156,450 |
2027 | 19,450 |
Thereafter | 3,328,300 |
Long-term debt, including current portion | $ 3,562,550 |
LEASES - Additional Information
LEASES - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||
Jan. 03, 2023 USD ($) | Nov. 18, 2022 renewalTerm | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 03, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||||
Operating lease liability | $ 836,141,000 | $ 531,000,000 | ||||||
Right of use assets | 808,926,000 | 507,843,000 | ||||||
Future operating lease payments | 87,700,000 | |||||||
Proceeds from Sale of Lease Receivables | $ 150,000,000 | $ 144,000,000 | ||||||
Deposit Liability To Acquire Property And Equipment | 200,000,000 | |||||||
Lessee, Operating Lease, Lease Not yet Commenced, To Be Paid | 18,100,000 | |||||||
Land | 200,000,000 | |||||||
Operating Lease, Lease Income | $ 153,800,000 | $ 95,400,000 | $ 24,700,000 | |||||
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenue | |||||||
Financing Obligation | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Debt Instrument, Term | 99 years | |||||||
Debt Instrument, Number Of Renewal Options | renewalTerm | 10 | |||||||
Debt Instrument, Renewal Term, Period | 20 years | |||||||
Principal amount | $ 200,000,000 | |||||||
Repayments of Secured Debt | 2,000,000 | |||||||
Subsequent event | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Increase in minimum annual payment | $ 48,500,000 | |||||||
GLP Capital, L.P. | Subsequent event | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Payments to Acquire Real Estate | $ 635,000,000 | |||||||
Dover Downs real estate | Bally's Evansville | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Number of renewal terms | 4 | |||||||
Annual minimum payment | $ 52,000,000 | |||||||
Dover Downs real estate | Dover Downs real estate | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Term of contract | 15 years | |||||||
Bally's Evansville | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Renewal term | 5 years | |||||||
Bally's Evansville | Bally's Evansville | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Term of contract | 15 years |
LEASES - Quantitative Informati
LEASES - Quantitative Information of Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||
Operating lease cost | $ 75,675 | $ 36,354 | $ 3,256 |
Variable lease cost | 8,386 | 4,191 | 56 |
Operating lease expense | 84,061 | 40,545 | 3,312 |
Short-term lease expense | 17,536 | 11,746 | 2,158 |
Total operating lease expense | 101,597 | 52,291 | $ 5,470 |
Cash paid for amounts included in the lease liability - operating cash flows from operating leases | 68,689 | 37,032 | |
Right of use assets obtained in exchange for operating lease liabilities | $ 341,747 | $ 818,405 | |
Weighted average remaining lease term | 20 years 8 months 12 days | 15 years 3 months 18 days | |
Weighted average discount rate | 6.70% | 6.10% |
LEASES - Future Minimum Rental
LEASES - Future Minimum Rental Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 82,680 | |
2023 | 87,308 | |
2025 | 91,310 | |
2026 | 90,565 | |
2027 | 84,912 | |
Thereafter | 1,270,751 | |
Total lease payments | 1,707,526 | |
Less: present value discount | (871,385) | |
Lease obligations | $ 836,141 | $ 531,000 |
EQUITY PLANS - Additional Infor
EQUITY PLANS - Additional Information (Details) | 5 Months Ended | 12 Months Ended | |||||
Jul. 27, 2022 $ / shares shares | May 18, 2021 shares | Dec. 31, 2022 USD ($) plan $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 09, 2015 shares | Jun. 14, 2011 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of incentive plans | plan | 3 | ||||||
Share based compensation expense | $ | $ 27,912,000 | $ 20,143,000 | $ 17,706,000 | ||||
Share-based income tax benefit (expense) | $ | 7,100,000 | 5,100,000 | 6,900,000 | ||||
Unrecognized share-based compensation expense | $ | $ 17,200,000 | ||||||
Period for recognition | 1 year 2 months 12 days | ||||||
Intrinsic value of options exercised or unvested Put to the company and canceled | $ | $ 600,000 | 3,400,000 | 400,000 | ||||
Compensation cost | $ | $ 0 | $ 0 | $ 0 | ||||
Number of common shares repurchased (in shares) | 4,700,000 | 6,621,841 | 2,188,532 | 1,812,393 | |||
Average cost per share, including commissions (in dollar per share) | $ / shares | $ 22 | $ 23.16 | $ 39.76 | $ 18.37 | |||
RSUs and PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant date fair values (in dollars per share) | $ / shares | $ 30.13 | $ 53.52 | $ 31.27 | ||||
Restricted stock units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total intrinsic value of RSUs | $ | $ 15,300,000 | $ 9,100,000 | $ 23,700,000 | ||||
Performance Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 29,995 | ||||||
Granted (in shares) | 115,174 | ||||||
Other stock based award | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based compensation expense | $ | $ 6,300,000 | ||||||
Granted (in shares) | 131,046 | ||||||
2010 Option plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercised (in shares) | 20,000 | ||||||
Intrinsic value of outstanding stock options | $ | $ 700,000 | ||||||
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 | ||||||
2015 Incentive plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock available to acquire (in shares) | 1,700,000 | ||||||
Shares available for grant (in shares) | 3,240,857 | ||||||
2015 Incentive plan | Restricted stock units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Other share increase (decrease) | 221,464 | ||||||
Vesting period | 3 years | ||||||
Vesting percentage per year | 33% | ||||||
2015 Incentive plan | Performance Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 62,133 | 29,995 | 31,478 | ||||
2015 Incentive plan | Performance Stock Units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
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 |
EQUITY PLANS EQUITY PLANS - Sto
EQUITY PLANS EQUITY PLANS - Stock option (Details) - 2010 Option plan - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding, beginning balance (in shares) | 20,000 | |
Stock options exercised (in shares) | (20,000) | |
Options outstanding, ending balance (in shares) | 0 | 20,000 |
Options exercisable (in shares) | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding - weighted average exercise price, beginning balance (in dollars per share) | $ 4.31 | |
Exercised - weighted average exercise price (in dollars per share) | 4.31 | |
Outstanding - weighted average exercise price, ending balance (in dollars per share) | $ 4.31 | |
Exercisable - weighted average exercise price (in dollars per share) | $ 0 | |
Outstanding - weighted average remaining contractual term | 1 year 10 months 24 days | |
Outstanding - aggregate intrinsic value | $ 0.7 | |
Exercisable - aggregate intrinsic value | $ 0 |
EQUITY PLANS EQUITY PLANS - RSU
EQUITY PLANS EQUITY PLANS - RSU and PSU equity activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 960,493 | ||
Granted (in shares) | 359,051 | ||
Vested (in shares) | (627,765) | ||
Forfeited (in shares) | 37,452 | ||
Outstanding at end of period (in shares) | 654,327 | 960,493 | |
Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 29,995 | ||
Granted (in shares) | 115,174 | ||
Vested (in shares) | (29,995) | ||
Forfeited (in shares) | 53,041 | ||
Outstanding at end of period (in shares) | 62,133 | 29,995 | |
RSUs and PSUs | |||
Weighted Average Grant Date Fair Value | |||
Outstanding at beginning of period (in dollar per share) | $ 48.28 | ||
Granted (in dollar per share) | 30.13 | $ 53.52 | $ 31.27 |
Vested (in dollar per share) | 44.27 | ||
Forfeited (in dollar per share) | 38.59 | ||
Outstanding at end of period (in dollar per share) | $ 38.35 | $ 48.28 |
SHAREHOLDERS_ EQUITY - Addition
SHAREHOLDERS’ EQUITY - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||
Jul. 27, 2022 shares | May 10, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 USD ($) shares | May 18, 2021 shares | Apr. 20, 2021 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |||||||
Common stock issued (in shares) | 46,670,057 | 53,050,055 | |||||
Common stock authorized (in shares) | 200,000,000 | ||||||
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock issued (in shares) | 0 | 0 | |||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Stock repurchase program approved (up to) | $ | $ 700,000,000 | ||||||
Treasury stock retired (in shares) | 7,394,642 | 3,492,222 | 10,892,083 | ||||
Treasury stock (in shares) | 0 | 795,578 | |||||
Cash dividend per share (in dollars per share) | $ / shares | $ 0.10 | ||||||
Cash dividend amount | $ | $ 0 | $ 3,200,000 | |||||
Available amount remaining under capital return program | $ | $ 194,600,000 | ||||||
Sale of Stock, Price Per Share | $ / shares | $ 55 | ||||||
Shares for purchase from exercisable warrants (in shares) | 909,090 | ||||||
Class of Warrant or Right, Aggregate Purchase Price | $ | $ 50,000,000 | ||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 55 | ||||||
Maximum Amount of Outstanding Common Shares to be Acquired | 0.049 | ||||||
Number of common shares repurchased | 4,700,000 | 6,621,841 | 2,188,532 | 1,812,393 | |||
Common stock outstanding (in shares) | 46,670,057 | 52,254,477 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Warrant | |||||||
Class of Stock [Line Items] | |||||||
Conversion of Stock, Shares Converted | 2,086,908 | ||||||
Public Stock Offering | |||||||
Class of Stock [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 12,650,000 | ||||||
Sale of Stock, Consideration Received on Transaction | $ | $ 671,400,000 |
SHAREHOLDERS_ EQUITY - Share Re
SHAREHOLDERS’ EQUITY - Share Repurchase (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||||
Number of common shares repurchased (in shares) | 4,700,000 | 6,621,841 | 2,188,532 | 1,812,393 |
Total cost | $ 103,300 | $ 153,366 | $ 87,024 | $ 33,292 |
Average cost per share, including commissions (in dollar per share) | $ 22 | $ 23.16 | $ 39.76 | $ 18.37 |
STOCKHOLDERS_ EQUITY - Shares O
STOCKHOLDERS’ EQUITY - Shares Outstanding (Details) € in Millions | Dec. 31, 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 | 14,292,631 | |||
Exercise price of warrants (in USD 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) | 716,460 | |||
Penny warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in USD 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 USD 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 USD per share) | $ / shares | $ 30 | |||
Option on Securities | Minimum | Sinclair | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in USD per share) | $ / shares | $ 30 | |||
Option on Securities | Maximum | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in USD per share) | $ / shares | $ 45 | |||
Option on Securities | Maximum | Sinclair | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price of warrants (in USD per share) | $ / shares | $ 45 | |||
Monkey Knife Fight | ||||
Class of Warrant or Right [Line Items] | ||||
Contingent shares (in shares) | 344,625 | |||
Monkey Knife Fight | Penny warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 34,455 | |||
Telescope [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contingent shares (in shares) | 8,626 | |||
SportCaller | ||||
Class of Warrant or Right [Line Items] | ||||
Contingent shares (in shares) | 357,735 | |||
Consideration payable in shares | € | € 6.5 | |||
Exchange ratio | 1.0666 | |||
Closing price (in usd per share) | $ / shares | $ 19.38 |
SHAREHOLDERS_ EQUITY - Accumula
SHAREHOLDERS’ EQUITY - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | $ 1,615,802 | $ 326,598 | $ 211,411 |
Ending balance | 806,247 | 1,615,802 | 326,598 |
Accumulated Other Comprehensive Loss | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (26,809) | (3,144) | (1,888) |
Current period other comprehensive income (loss) | (268,831) | (23,769) | (1,256) |
Reclassification adjustments to net earnings | 104 | ||
Ending balance | (295,640) | (26,809) | (3,144) |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (25,833) | 0 | 0 |
Current period other comprehensive income (loss) | (270,151) | (25,833) | 0 |
Reclassification adjustments to net earnings | 0 | ||
Ending balance | (295,984) | (25,833) | 0 |
Defined Benefit Pension Plan | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning balance | (976) | (3,144) | (1,888) |
Current period other comprehensive income (loss) | 1,320 | 2,064 | (1,256) |
Reclassification adjustments to net earnings | 104 | ||
Ending balance | $ 344 | $ (976) | $ (3,144) |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Multiemployer Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Multiemployer Plans [Line Items] | |||
Total Contributions | $ 3,249 | $ 3,425 | $ 1,956 |
SEIU National Industry Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 495 | 460 | 366 |
New England Carpenters Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 95 | 75 | 91 |
Plumbers and Pipefitters Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 267 | 175 | 171 |
Rhode Island Laborers Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 656 | 671 | 483 |
New England Teamsters Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 278 | 254 | 230 |
Legacy And Adjustable Plan Of The UNITE HERE Retirement Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 963 | 1,319 | 578 |
Local 68 Engineers Union Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 286 | 269 | 22 |
Northeast Carpenters Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | 127 | 122 | 10 |
International Painters and Allied Trades Industry Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Total Contributions | $ 82 | $ 80 | $ 5 |
EMPLOYEE BENEFIT PLANS - Additi
EMPLOYEE BENEFIT PLANS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Total Contributions | $ 3,249 | $ 3,425 | $ 1,956 |
Non-current liabilities | $ (1,800) | (4,600) | |
Maximum percentage of employees income available for contribution | 100% | ||
Employer contribution expense | $ 7,100 | 4,800 | 700 |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of employees' gross pay | 3% | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of employees' gross pay | 5% | ||
Dover Downs Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Benefit Obligation | $ 20,800 | 28,800 | |
Fair value of plan assets | 19,000 | 24,200 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | (1,000) | ||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax | (1,900) | ||
Certain bargaining agreements | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Contributions | $ 2,600 | $ 2,500 | $ 1,200 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (444,549) | $ (126,347) | $ (74,811) |
Foreign | (9,920) | 7,273 | 0 |
Loss before provision for income taxes | $ (454,469) | $ (119,074) | $ (74,811) |
INCOME TAXES - Components of Pr
INCOME TAXES - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current taxes | |||
Federal | $ 9,318 | $ (10,284) | $ (72,517) |
State | 8,289 | 4,676 | 2,002 |
Current Foreign Tax Expense (Benefit) | 41,599 | 6,448 | 0 |
Current income taxes | 59,206 | 840 | (70,515) |
Deferred taxes | |||
Federal | (32,304) | 294 | 9,871 |
State | (9,429) | 4,770 | (8,680) |
Deferred Foreign Income Tax Expense (Benefit) | (46,396) | (10,281) | 0 |
Deferred income taxes | (88,129) | (5,217) | 1,191 |
Total (benefit) provision for income taxes | $ (28,923) | $ (4,377) | $ (69,324) |
INCOME TAXES INCOME TAXES - Eff
INCOME TAXES INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax (benefit) expense at statutory federal rate | $ (95,439,000) | $ (15,997,000) | $ (15,710,000) |
State income taxes, net of federal effect | (10,096,000) | 7,462,000 | (5,276,000) |
Foreign tax rate adjustment | (17,455,000) | (7,165,000) | 0 |
Nondeductible professional fees | 1,370,000 | 10,421,000 | (665,000) |
Other permanent differences including lobbying expense | 2,414,000 | 4,696,000 | 279,000 |
Share-based compensation | 3,348,000 | 2,227,000 | (922,000) |
Gain on bargain purchases | 22,000 | (4,796,000) | (13,413,000) |
CARES Act | 0 | (5,320,000) | (33,347,000) |
Return to provision adjustments | (2,275,000) | (595,000) | (270,000) |
Global intangible low-tax income (“GILTI”) | 2,404,000 | 327,000 | 0 |
Loss on derivative instruments | 0 | 4,363,000 | 0 |
Goodwill | 28,935,000 | 0 | 0 |
Change in uncertain tax positions | (2,224,000) | 0 | 0 |
Change in valuation allowance | 60,073,000 | 0 | |
Total (benefit) provision for income taxes | $ (28,923,000) | $ (4,377,000) | $ (69,324,000) |
Effective income tax rate on continuing operations | 6.40% | 3.70% | 92.70% |
INCOME TAXES INCOME TAXES - Def
INCOME TAXES INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Accrued liabilities and other | $ 5,585,000 | $ 1,162,000 |
Share-based compensation | 1,699,000 | 2,792,000 |
Naming rights liabilities | 29,248,000 | 43,298,000 |
Self constructed assets | 5,690,000 | 5,730,000 |
Interest | 79,757,000 | 21,208,000 |
Goodwill | 3,140,000 | 0 |
Net operating loss carryforwards | 19,043,000 | 20,569,000 |
Valuation allowance | (60,073,000) | 0 |
Total deferred tax assets, net | 84,089,000 | 94,759,000 |
Deferred tax liabilities: | ||
Land | (4,058,000) | (4,071,000) |
Property and equipment | (52,202,000) | (35,807,000) |
Change in accounting method | (73,000) | (8,494,000) |
Goodwill | 0 | (12,544,000) |
Amortizable assets | (140,229,000) | (236,388,000) |
Total deferred tax liabilities | (196,562,000) | (297,304,000) |
Net deferred tax liabilities | $ (112,473,000) | $ (202,545,000) |
INCOME TAXES INCOME TAXES - Add
INCOME TAXES INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Benefit for income taxes | $ (28,923,000) | $ (4,377,000) | $ (69,324,000) | |
Effective income tax rate on continuing operations | 6.40% | 3.70% | 92.70% | |
Valuation allowance | $ (60,073,000) | $ 0 | ||
Increase (decrease) in net deferred tax liabilities | 90,100,000 | 165,600,000 | ||
Deferred income taxes | (88,129,000) | (5,217,000) | $ 1,191,000 | |
Tax effect | (591,000) | (976,000) | 588,000 | |
Operating Loss Carryforwards, Not Subject to Expiration | 9,100,000 | |||
CARES Act | 0 | (5,320,000) | (33,347,000) | |
Unrecognized tax benefits | 11,277,000 | 5,131,000 | 0 | $ 0 |
Cash and cash equivalents | $ 212,515,000 | 206,193,000 | 123,445,000 | |
Cash and cash equivalents held outside of the United States (as a percent) | 41,000,000% | |||
Change in valuation allowance | $ 60,100,000 | 0 | 0 | |
Tax contingency accruals | 8,900,000 | 0 | ||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Contingencies | 11,300,000 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 100,000 | 0 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Expense | 100,000 | 0 | $ 0 | |
Operating Income (Loss) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in net deferred tax liabilities | 88,100,000 | 5,200,000 | ||
Other Comprehensive Income (Loss) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in net deferred tax liabilities | 2,000,000 | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 14,600,000 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 174,500,000 | $ 92,400,000 | ||
Business Acquisitions During 2021 | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in net deferred tax liabilities | $ 169,800,000 |
INCOME TAXES INCOME TAXES - Unr
INCOME TAXES INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Uncertain tax position liability at the beginning of the year | $ 5,131 | $ 0 | $ 0 |
Increases related to tax positions taken during prior period | 11,277 | 5,131 | 0 |
Decreases related to tax positions taken during prior periods | (5,131) | 0 | 0 |
Uncertain tax position liability at the end of the year | $ 11,277 | $ 5,131 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 12 Months Ended | ||
Dec. 21, 2022 USD ($) | Dec. 31, 2022 USD ($) employee agreement | Nov. 18, 2020 USD ($) | |
Loss Contingencies [Line Items] | |||
Capital expenditures period | 5 years | ||
Number of employees | employee | 10,500 | ||
Number of agreements | agreement | 29,000 | ||
Contractual Obligation | $ 83.3 | ||
Contractual Obligation, Term | 15 years | ||
Capital expenditures, Bally's Atlantic City | |||
Loss Contingencies [Line Items] | |||
Commitments calls for expenditures in year one | $ 25 | ||
Commitments calls for expenditures in year two | 25 | ||
Commitments calls for expenditures in year three | 25 | ||
Commitments calls for expenditures in years one through three | 85 | ||
Commitments calls for expenditures in years four and five | $ 15 | ||
Workforce subject to collective bargaining arrangements expiring within one year | |||
Loss Contingencies [Line Items] | |||
Number of employees | employee | 2,755,000 | ||
Bally’s Atlantic City | |||
Loss Contingencies [Line Items] | |||
Capital expenditures, committed amount | $ 100 | ||
Capital expenditures, committed amount, hotel | 35 | ||
Capital expenditures, committed amount, non-hotel projects | 65 | ||
Bally's Rhode Island | |||
Loss Contingencies [Line Items] | |||
Capital expenditures, committed amount | $ 100 | ||
Rhode Island VLT Company, LLC | |||
Loss Contingencies [Line Items] | |||
Business Combination, Price of Acquisition, Expected | $ 7.5 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment Property | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 3 | ||
Number of reportable segments | segment | 3 | ||
Total revenue | $ 2,255,705 | $ 1,322,443 | $ 372,792 |
Adjusted EBITDA | 548,515 | 329,902 | 69,255 |
Depreciation and amortization | (300,559) | (144,786) | (37,842) |
Transaction costs | (85,604) | (84,543) | (14,050) |
Share-based compensation | (27,912) | (20,143) | (17,706) |
Gain on sale-leaseback, net | 50,766 | 53,425 | 0 |
Impairment charges | (463,978) | (4,675) | (8,659) |
Other | (14,236) | (35,798) | (9,384) |
(Loss) income from operations | (293,008) | 93,382 | (18,386) |
Interest expense, net | (208,153) | (117,924) | (62,636) |
Other non-operating expenses, net | 46,692 | (94,532) | 6,211 |
Total other expense, net | (161,461) | (212,456) | (56,425) |
Loss before provision for income taxes | (454,469) | (119,074) | (74,811) |
Benefit for income taxes | 28,923 | 4,377 | 69,324 |
Net loss | (425,546) | (114,697) | (5,487) |
Capital expenditures | $ 212,256 | $ 97,525 | 15,283 |
Number Of Casino And Resort Properties | Property | 15 | ||
Number Of Horse Tracks | Property | 1 | ||
Disclosure on Geographic Areas, Description of Revenue from External Customers | For geographical reporting purposes, revenue generated outside of the US has been aggregated into the International Interactive reporting segment, and consists primarily of revenue from the UK and Japan. Revenue generated from the UK and Japan represented approximately 25% and 12% of total revenue, respectively, during the year ended December 31, 2022, and approximately 11% and 6%, respectively, for the year ended December 31, 2021. | ||
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Property, Plant and Equipment, Percentage | 98% | ||
Revenue Benchmark | Geographic Concentration Risk | UNITED KINGDOM | |||
Segment Reporting Information [Line Items] | |||
Concentration risk | 25% | 11% | |
Revenue Benchmark | Geographic Concentration Risk | JAPAN | |||
Segment Reporting Information [Line Items] | |||
Concentration risk | 12% | 6% | |
Casinos & Resorts | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 1,227,563 | $ 1,032,828 | 372,792 |
Adjusted EBITDA | 345,617 | 317,705 | 89,913 |
Capital expenditures | 183,693 | 92,479 | 14,480 |
North America Interactive | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 81,700 | 38,352 | 0 |
Adjusted EBITDA | (65,729) | (12,413) | 0 |
Impairment charges | (390,700) | ||
Capital expenditures | 6,635 | 172 | 0 |
International Interactive | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 946,442 | 251,263 | 0 |
Adjusted EBITDA | 321,651 | 69,944 | 0 |
Capital expenditures | 12,392 | 4,166 | 0 |
Other | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | (53,024) | (45,334) | (20,658) |
Capital expenditures | $ 9,536 | $ 708 | $ 803 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net Income (Loss) Available to Common Stockholders, Basic | $ (425,546) | $ (114,697) | $ (5,487) |
Weighted average shares outstanding, basic (in shares) | 58,111,699 | 49,643,991 | 31,315,151 |
Weighted average effect of dilutive securities (in shares) | 0 | 0 | 0 |
Weighted average shares outstanding, diluted (in shares) | 58,111,699 | 49,643,991 | 31,315,151 |
Earnings Per Share, Basic and Diluted [Abstract] | |||
Basic (in dollars per share) | $ (7.32) | $ (2.31) | $ (0.18) |
Diluted (in dollars per share) | $ (7.32) | $ (2.31) | $ (0.18) |
Anti-dilutive shares excluded from the calculation of diluted earnings per share (in shares) | 5,188,388 | 5,015,803 | 4,919,326 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event € in Millions, $ in Millions | Jan. 05, 2023 EUR (€) | Jan. 18, 2023 USD ($) |
North America Interactive | One-time Termination Benefits | Minimum | ||
Subsequent Event [Line Items] | ||
Restructuring and Related Cost, Expected Cost Remaining | $ 10 | |
North America Interactive | One-time Termination Benefits | Maximum | ||
Subsequent Event [Line Items] | ||
Restructuring and Related Cost, Expected Cost Remaining | $ 15 | |
BACA Limited | ||
Subsequent Event [Line Items] | ||
Business Combination, Consideration Transferred | € | € 43.9 |