Bally's Corp
For the period ended Dec 31, 2025. Filed Mar 23, 2026.
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FY2025 · Filed Mar 23, 2026
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Notes to Consolidated Financial Statements
- 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. As of December 31, 2025 (Successor), the Company owns and manages the
following properties within its Casinos & Resorts reportable segment:
| 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”)(2) | Biloxi, Mississippi | Casino and Resort | 2014 |
| Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”)(2) | 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”)(2) | 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”)(2) | 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 |
| Bally’s Chicago Casino (“Bally’s Chicago”)(3) | Chicago, Illinois | Casino | 2023 |
| Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”) | Bronx, New York | Golf Course | 2023 |
| The Queen Baton Rouge(2) | Baton Rouge, Louisiana | Casino | 2025 |
| Bally’s Baton Rouge Casino and Hotel (“Bally's Baton Rouge”)(2) | Baton Rouge, Louisiana | Casino and Hotel | 2025 |
| Casino Queen Marquette(2) | Marquette, Iowa | Casino | 2025 |
| DraftKings at Casino Queen(2) | East St. Louis, Illinois | Casino and Hotel | 2025 |
(1)Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.
(2)Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 15 “Leases” for further information.
(3)Temporary casino facility as permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI.
The Company’s Bally's Intralot B2B reportable segment includes Intralot’s global business-to-business (“B2B”) operations and
licensing revenue generating operations. Intralot was acquired by the Company in the fourth quarter of 2025. Refer to
“Acquisition of Intralot” subsection below for further information.
The Company’s Bally's Intralot B2C reportable segment includes the Company’s business-to-consumer (“B2C”) gaming
operations in international jurisdictions andone casino property, Bally's Newcastle, in the UK.
The North America Interactive reportable segment includes a portfolio of sports betting and iGaming offerings in the United
States and Canada.
Agreement and Plan of Merger
On February 7, 2025, the Company completed the previously announced transactions under the Agreement and Plan of Merger
(as amended, the “Merger Agreement”) with SG Parent LLC, a Delaware limited liability company (“Parent”), The Queen
Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (“Queen”), Epsilon Sub I, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Epsilon Sub II, Inc., a Delaware corporation and
wholly owned subsidiary of the Company (“Merger Sub II”, and together with the Company and Merger Sub I, the “Company
Parties”), and, solely for purposes of specified provisions thereof, SG CQ Gaming LLC, a Delaware limited liability company
(“SG Gaming” and together with Parent and Queen, the “Buyer Parties”). On February 7, 2025, as a result of the transactions,
Parent and its affiliates beneficially owned 73.8% of the issued and outstanding Company common stock.
Pursuant to the Merger Agreement, (i) SG Gaming contributed to the Company all shares of common stock of Queen that it
owned (the “Queen Share Contribution”) in exchange for 26,909,895 shares of common stock of the Company (“Company
Common Stock”) based on a 2.4536890595 share exchange ratio, (ii) the Company issued approximately 3,542,201 shares of
Company Common Stock to the other stockholders of Queen, (iii) immediately thereafter, Merger Sub I merged into the
Company (the “Company Merger”), with the Company surviving the Company Merger and (iv) immediately thereafter, Merger
Sub II merged into Queen (the “Queen Merger,” and together with the Company Merger, the “Merger”), with Queen surviving
the Queen Merger as a direct, wholly owned subsidiary of the Company.
At the effective time of the Merger, each share of the Company’s Common Stock issued and outstanding (other than shares of
common stock owned by (i) the Company or any of its wholly owned subsidiaries, (ii) Parent or any of Parent’s affiliates, (iii)
by holders exercising statutory appraisal rights; (iv) by SG Gaming following the Queen Share Contribution; or (v) by holders
who have elected to have such shares remain issued and outstanding following the Company Merger (a “Rolling Share
Election”)) were converted into the right to receive cash consideration equal to$18.25 per share of common stock (the “Per
Share Price”). Each holder of shares of Company Common Stock (other than the Company or its subsidiaries) had the option to
make a Rolling Share Election.
Concurrently with the Merger Agreement, the Company and Parent entered into support agreements with Standard RI Ltd.
(“SRL”) (the “SG Support Agreement”), SBG Gaming, LLC, a designated subsidiary of Sinclair (“SBG”) (the “SBG Support
Agreement”), and Noel Hayden (the “Hayden Support Agreement”), collectively known as the “Support Agreements”. The
Support Agreements obligated the parties to vote their respective shares in favor of the Merger Agreement and related
transactions, and to make a Rolling Share Election for their shares, including those acquired through options or warrants.
Additionally, under the SBG Support Agreement, SBG agreed to waive its right to the options it previously acquired under a
Framework Agreement originally entered into in 2020 (the “Framework Agreement”), upon completion of the Merger, and in
exchange, the Company issued SBG warrants to purchase 384,536 shares of the Company’s common stock under substantially
similar terms to the Penny Warrants issued to SBG under the Framework Agreement. In connection with the Merger, as of
February 7, 2025, all outstanding Performance Warrants became immediately exercisable at a price of$0.01 per share.
Acquisition of Intralot
In 2025, following the Queen Merger, the Company held an investment in Bally’s Intralot S.A. (“Intralot”), which was
accounted for as an equity method investment under the fair value option. The total initial investment represented
approximately 26.86% of Intralot’s outstanding shares. As part of this investment structure, the Company held a€25.0 million
delayed draw term loan receivable from a third‑party investment holding company, the repayment of which was contractually
tied to the delivery of Intralot shares. During the three months ended June 30, 2025 (Successor), the Company settled this
outstanding delayed draw term loan by receiving 34.3 million shares of Intralot in full satisfaction of the loan, consistent with
the fair value model that estimated repayment based on the value of Intralot shares. In addition, on June 30, 2025, the Company
purchased 4.8 million additional Intralot shares for€1.06 per share. These transactions collectively triggered a mandatory tender
offer for the remaining outstanding shares of Intralot. During the three months ended September 30, 2025 (Successor), the
mandatory tender offer was completed, and the Company’s acquired an additional 6.1 million shares of Intralot, increasing its
ownership to 34.35% of Intralot’s outstanding shares prior to the transaction described below.
On October 8, 2025 (the “Intralot Closing Date”), the Company completed the previously announced acquisition under the
transaction agreement (the “Transaction Agreement”) of Intralot, pursuant to which Intralot agreed to acquire Bally’s
International Interactive through a combined cash-and-equity transaction. Pursuant to the Transaction Agreement, (i) Intralot
paid the Company$1.8 billion in cash and issued approximately 873.7 million new shares in exchange for all of the issued and
outstanding capital stock of Bally’s Holdings Limited which held Bally’s International Interactive, (ii) the Company’s
ownership of Intralot increased to a controlling 57.9% interest through the issuance of equity to the Company’s consolidated
subsidiary Premier Entertainment Sub, LLC via PE Sub Holdings LLC, an indirect wholly owned subsidiary of the Company,
making the Company the majority shareholder of Intralot (the “Intralot Transaction”).
As a result of obtaining a controlling financial interest in Intralot, the Company retained control of Bally’s International
Interactive, via Bally’s Holdings Limited, throughout the transaction. On the Intralot Closing Date, legal ownership of Bally’s
Holdings Limited transferred from Premier Entertainment Sub to Intralot; however, Bally’s Corporation simultaneously
obtained control of Intralot. Accordingly, Bally’s maintained control of Bally’s International Interactive, and as a result, the
transfer of Bally’s International Interactive was accounted for as an equity transaction with the initial recognition of a 42.1%
non-controlling interest, and no gain or loss was recognized in earnings.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
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 consolid ation. Any prior year
amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign
subsidiaries are translated into US Dollars (“USD”) using exchange rates in effect at period-end for assets and liabilities and
average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement
translations are reflected as a separate component of accumulated other comprehensive income (loss). Foreign currency
transaction gains and losses are included in net income (loss).
As described in Note 1, “General Information”, the Company completed the Merger with Queen on February 7, 2025 (the
“Closing”), with Queen surviving the Merger as a wholly-owned subsidiary of the Company. The Parent and its affiliates
maintained a controlling financial interest, as defined by ASC 810, Consolidation, in Queen before and after the Merger, and in
the Company upon consummation of the Merger. The Merger with Queen was accounted for as a transaction between entities
under common control because the Parent and its affiliates contributed a wholly owned subsidiary into the Company, which
became a controlled subsidiary of the Parent and its affiliates upon consummation of the merger. The Company has elected to
push down its Parent’s basis in its net assets into its consolidated financial statements, and as a result, unless the context
otherwise requires, the “Company,” for periods prior to the Closing refers to Bally’s (“Predecessor”), and for the periods after
the Closing refers to the combined Company of Bally’s and Queen (“Successor” or the “Company”). As a result of the Merger,
the results of operations, financial position and cash flows of the Predecessor and the Successor are not directly comparable. As
Bally’s was deemed to be the predecessor entity, the historical financial statements of Bally’s became the historical financial
statements of the combined Company, upon the consummation of the Merger. As a result, the financial statements included in
this report reflect (i) the historical operating results of Bally’s prior to the Merger and (ii) the combined results of the Company
following the Closing. The accompanying consolidated financial statements include a Predecessor period, which includes the
period through February 7, 2025 concurrent with the Merger, and a Successor period from February 8, 2025 through
December 31, 2025. A black line between the Successor and Predecessor periods has been placed in the consolidated financial
statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between
these two periods.
Certain adjustments have been made to Queen’s historical carrying values to conform accounting policies with the Company,
with any such adjustments being recorded to equity. The preliminary purchase price of Queen is estimated based on the fair
value of all existing and outstanding shares of Queen that were exchanged for shares of Company common stock, with the net
effect of the transaction being charged to equity.
The preliminary purchase price of Queen and adjustment to equity resulting from the merger consists of the following:
| (in thousands, except share and per share data) | Amount |
|---|---|
| Queen common stock outstanding on February 7, 2025 | 10,967,117 |
| Per share ratio | 2.45 |
| Equivalent Bally’s common stock to be issued | 26,909,895 |
| Bally’s common stock issued to settle Queen’s outstanding warrant and restricted stock awards | 3,542,201 |
| Total Bally’s shares issued for Queen shares outstanding | 30,452,096 |
| Share price per Merger Agreement | $18.25 |
| Total purchase price | $555,751 |
| Less: Queen net assets assumed | 217,027 |
| Equity adjustment associated with the Queen merger | $338,724 |
For theperiod from February 8, 2025 to December 31, 2025 (Successor), revenue and net income from Queen was$216.0
million and$30.8 million, respectively.
The Star Entertainment Group Investment
On April 7, 2025 (Successor), the Company entered into a Binding Term Sheet with The Star Entertainment Group Limited
(“The Star”), an ASX-listed company, to invest up to A$300.0 million in a multi-tranche issuance of convertible notes and
subordinated debt (the “Investment”). On April 8, 2025 (Successor), The Star announced a commitment from its largest
shareholder, Investment Holdings Pty, to subscribe for A$100.0 million of the Investment, reducing the Company’s
commitment to A$200.0 million. On April 9, 2025 (Successor), the Company funded A$66.7 million, consisting of Tranche 1A
convertible notes of A$22.2 million (“the Convertible Notes”) and subordinated debt with a principal amount of A$44.4
million. Additionally, on May 23, 2025 (Successor), the Company and The Star entered into a Subscription Agreement and a
Subordination Deed Poll in favor of certain The Star’s senior lenders.
Following shareholder approval, the Company funded an additional principal amount of A$66.7 million in subordinated debt on
June 27, 2025 (Successor) and the remainder of the Company’s A$66.7 million commitment (the “Forward Obligation”) in
subordinated debt (together with the A$44.4 million and A$66.7 million, the “Subordinated Notes”) on October 9, 2025
(Successor). Both the Convertible Notes and Subordinated Notes matured on July 2, 2029, and bore interest at an annual rate of
9%, paid in-kind and compounded quarterly.
These investments were accounted for as debt securities under ASC 320, Investments - Debt Securities, for which the Company
had elected the fair value option allowed by ASC 825, Financial Instruments. Under the fair value option, the investment is
remeasured at fair value at each reporting period, with changes in fair value included within Other non-operating income
(expense), net. During theperiod from February 8, 2025 to December 31, 2025 (Successor), the Company recognized$3.9
million of interest income from the Star Investment, which it has elected to present as part of the total change in fair value. The
Company measures fair value using a binomial lattice model as well as a discounted cash flow model, classified within Level 3
of the hierarchy. Inputs to the valuation approach include the stock price and credit rating of The Star, volatility of 45%,
recovery rate of 10%, risk free rate of 3.6%, and the Company’s estimate of the probability of default.
During the fourth quarter of 2025, following all required regulatory approvals and pursuant to the terms of the Subscription
Agreement, The Star issued Tranche 2 convertible notes. Using the principal value of the Subordinated Notes as payment, the
Company effectively swapped the Subordinated Notes for Tranche 2 convertible notes. On November 28, 2025 (Successor), the
Company converted the principal amount of the outstanding convertible notes into 2.5 billion ordinary shares of The Star at a
conversion price of A$0.08 per share, giving the Company a 37.7% equity interest in The Star. The Company accounts for its
equity interest in The Star as an equity method investment under the fair value option.
Equity Method Investments
In 2025, following the Queen Merger, the Company had an investment in Intralot. The total initial investment represented
approximately 26.86% of the outstanding shares of Intralot. During the fourth quarter of 2025, the Company acquired a
controlling financial interest in Intralot as described in Note 1, “General Information” and will account for the Intralot
Transaction as a business combination (refer to Note 7 “Business Combinations” for further information). Prior to the Intralot
Transaction, the Company accounted for its shares as an equity method investment under the fair value option.
The Company also has other investments in unconsolidated subsidiaries, which are accounted for using equity method
accounting. The Company records its share of net income or loss and changes in fair value for equity method investments
accounted for under the fair value option within “Other non-operating income (expense), net” in the consolidated statements of
operations. Refer to Note 4 “Consolidated Financial Information” for further information.
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.
The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual
arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a
portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.
Related Parties
The Company evaluates related parties pursuant to ASC 850, Related Party Disclosures (“ASC 850”). Related parties include
VIE entities, shareholders of significant subsidiaries, key management personnel of the Company, and equity method
investments held by the Company. Refer to Note 3 “Related Party Transactions” for further information.
Non-controlling interest
As described in Note 1, “General Information,” on October 8, 2025 the Company acquired a controlling financial interest in
Intralot. In connection with the transaction, Bally’s International Interactive, a wholly owned subsidiary, was contributed to
Intralot. As a result, the Company consolidates Intralot and its subsidiaries, including Bally’s International Interactive, and the
equity interests in Intralot held by third parties are reflected as a noncontrolling interest in the Company’s Consolidated
Statements of Stockholders’ Equity. The non-controlling interest recognized at the Intralot Closing Date represents (i) the fair
value of the equity interests in Intralot held by third parties, which is based on Intralot’s closing share price as of that date and
(ii) the carrying value of the noncontrolling interests attributable to Bally’s International Interactive. As of December 31, 2025
(Successor), third parties held approximately 41.2% of the outstanding equity interests in Intralot. Net loss attributable to non-
controlling interest was$9.2 million for theperiod from February 8, 2025 to December 31, 2025 (Successor).
During the first quarter of 2025, Bally’s Chicago, Inc., a consolidated subsidiary of the Company, successfully completed a
private placement, whereby shares of Class A-1, A-2, A-3 and A-4 were issued to third parties for total consideration of$12.4
million, net of$0.8 million of issuance costs. Additionally, on August 14, 2025 (Successor), Bally’s Chicago, Inc. completed its
public offering and concurrent private placement, whereby additional shares of Class A-1, A-2, A-3 and A-4 were issued for
total consideration of$5.8 million, net of$0.3 million of issuance costs. As of December 31, 2025 (Successor), the Company’s
non-controlling interest in Bally’s Chicago, Inc. is 10.5%. Net loss attributable to non-controlling interest was$6.3 million for
the period from February 8, 2025 to December 31, 2025 period from February 8, 2025 to December 31, 2025 (Successor).
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 credit losses, valuation of goodwill and intangible assets, recoverability and useful lives of
tangible and intangible long-lived assets, accruals 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, cash collateral in connection with amounts
previously due to the Chicago Tribune, and VLT and table games related cash payable 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:
| Successor | Predecessor | |
|---|---|---|
| (in thousands) | December 31,2025 | December 31,2024 |
| Amounts due from GLPI(1) | $63,172 | $— |
| Non-gaming receivables | 93,698 | 27,803 |
| Gaming receivables | 24,392 | 20,700 |
| Accounts due from Rhode Island and Delaware(2) | 14,101 | 14,135 |
| Accounts receivable | 195,363 | 62,638 |
| Less: Allowance for credit losses | (1,412) | (7,152) |
| Accounts receivable, net | $193,951 | $55,486 |
(1)Represents amounts due from GLPI related to the development of the Company’s future permanent casino resort in Chicago. Refer to Note 15 “Leases”
for further information.
(2)Represents the Company’s share of VLT and table games revenue for Bally’s Twin River and Bally’s Tiverton due from the State of Rhode Island and for
Bally’s Dover from the State of Delaware.
An allowance for credit losses 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 credit losses is as follows (in thousands):
| Allowance for credit losses as of December 31, 2023 (Predecessor) | $6,048 |
|---|---|
| Charged to expense | 1,990 |
| Deductions | (886) |
| Allowance for credit losses as of December 31, 2024 (Predecessor) | 7,152 |
| Charged to expense | 96 |
| Deductions | (129) |
| Allowance for credit losses as of February 7, 2025 (Predecessor) | $7,119 |
| Allowance for credit losses as of February 8, 2025 (Successor) | $— |
| Charged to expense | 3,655 |
| Deductions | (2,243) |
| Allowance for credit losses as of December 31, 2025 (Successor) | $1,412 |
Inventory
Inventory is stated at the lower of cost or net realizable value on either a first-in, first-out or weighted average cost basis and
consists primarily of food, beverage, promotional items, other supplies and technology hardware and terminals used in the
Company’s consumer lottery business.
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 of 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. The Company recorded capitalized interest of$4.8 million,$0.8 million, and$8.0 million during
theperiod from February 8, 2025 to December 31, 2025 (Successor), theperiod from January 1, 2025 to February 7, 2025
(Predecessor), and the year ended December 31, 2024 (Predecessor), respectively. Refer to Note 15 “Leases” for further
information on capitalized interest in connection with the Company’s Bally’s Chicago permanent casino development.
Leases
The Company determines if a contract is or contains a lease at the contract inception date or the date on 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 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.
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.
Intangible Assets
The Company’s intangible assets primarily consist of customer relationships, developed technology, internally developed
software, gaming licenses, backlog and trade names.
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 business combinations. Developed technology is considered to be a
finite-lived intangible asset, which are amortized over their estimated useful lives.
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 - Gaming licenses obtained through business combinations are generally recorded at their fair values through
purchase accounting using the Greenfield Method under the income approach. Gaming licenses accounted for as asset
acquisitions are valued at cost. The Company considers its gaming licenses to be finite lived intangibles assets, amortized over
the individual license’sestimated useful life, which is determined by various factors such as the regulatory life of the license,
costs to renew, and whether the real property assets used to operate the license are subject to a long term lease.
Trade Names - Certain trade names are classified as finite-lived based on expectations of future use and are amortized over their
estimated useful lives. The Company also has certain trade names, which are considered to be indefinite lived based on future
expectations of continuing to brand its corporate name and certain properties and online gaming operations under the Bally’s
trade name indefinitely. 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 exceed its fair value.
Backlog - Represents the estimated fair value of contracted customer orders and committed future sales that existed but were
not yet fulfilled as of the acquisition date. The valuation includes only revenues that are contractually agreed to and specifically
identifiable at the acquisition date and excludes assumptions about renewals, future sales beyond the contracted period, or
expected synergies.
Refer to Note 10 “Goodwill and Intangible Assets” for further information.
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 or asset group 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.
Interest Expense, Net
Interest expense, net is comprised of interest costs for the Company’s debt, amortization of debt issuance costs, debt discounts
and fair value adjustments, interest costs associated with the Company’s deferred payable arrangements, net of interest income
earned on the note receivable (refer to Note 3 “Related Party Transactions”), amounts capitalized for construction projects,
realized changes in fair value relating to interest rate derivative contracts designated as cash flow hedges, and lease payments
associated with the Company’s financing obligation during the year ended December 31, 2023 (Predecessor).
Deferred Payables
In order to execute its strategy of improving working capital efficiency, the Company will, from time to time, participate in
trade finance or deferred payable initiatives, including programs that may extend trade terms with certain suppliers or vendors.
In certain cases, where the Company is not able to extend payment terms directly with suppliers or vendors, the Company will
consider deferred payable solutions that simulate such trade term extensions. These solutions generally involve entering into
exchange agreements with intermediary institutions who will make payment to the supplier or vendor within the original terms
on behalf of the Company, in exchange for a new bill with terms that conforms to the Company’s payment policy of net 90
days. The Company will then pay the new bill to the intermediary institutions, inclusive of any embedded premium, which the
Company records as “Interest expense, net,” within three months or less.
During theperiod from February 8, 2025 to December 31, 2025 (Successor), theperiod from January 1, 2025 to February 7,
2025 (Predecessor) and the year ended 2024 (Predecessor), the Company borrowed$272.1 million,$79.6 million and$239.1
million, respectively, under these deferred payable arrangements and repaid$313.6 million,$68.5 million and$165.4 million,
respectively. For theperiod from February 8, 2025 to December 31, 2025 (Successor), theperiod from January 1, 2025 to
February 7, 2025 (Predecessor) and the years ended 2024 (Predecessor), the Company incurred$8.7 million,0.5 million, and
$6.4 million of interest expense, respectively, under these arrangements. Amounts outstanding under these deferred payable
arrangements were$47.0 million and 72.8 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor),
respectively, and are included in “Accrued and other current liabilities” on the consolidated balance sheets. All outstanding
deferred payable arrangements as of December 31, 2025 (Successor) were held by Bally’s International Interactive.
Debt Issuance Costs, Debt Discounts and Fair Value Adjustments
Debt issuance costs and debt discounts incurred by the Company in connection with obtaining and amending financing, and fair
value adjustments in connection with business combinations 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, debt discounts and fair value adjustments are amortized using the effective interest method. Amortization of debt
issuance costs, debt discounts and fair value adjustments included in “Interest expense” in the consolidated statements of
operations was$77.3 million,$1.0 million, and$11.7 million for theperiod from February 8, 2025 to December 31, 2025
(Successor), theperiod from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended December 31, 2024
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 and other current liabilities” in the
consolidated balance sheets and were$32.8 million and$23.9 million as of December 31, 2025 (Successor) and 2024
Defined Contribution Plans
The Company operates defined contribution plans covering its non-union employees and certain union employees. The plans
allow for employee salary deferrals, which are matched at the Company’s discretion. Total employer contribution expense
attributable to defined contribution plans was$5.1 million,$1.0 million, and$10.3 million for theperiod from February 8, 2025
to December 31, 2025 (Successor), theperiod from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended
December 31,2024 (Predecessor), respectively.
Share-Based Compensation
The Company accounts for its share-based compensation in accordance with ASC 718, Compensation - Stock Compensation
(“ASC 718”). The Company hasone share-based employee compensation plan, which is described more fully in Note 16
“Equity Plans.” Share-based compensation consists of stock options, time-based restricted stock units (“RSUs”), restricted
stock awards (“RSAs”) and performance-based restricted stock units (“PSUs”). The grant date closing price per share of the
Company’s stock is used to estimate the fair value of RSUs and RSAs. Stock options are granted at exercise prices equal to the
fair market value of the Company’s stock at the dates of grant. The Company recognizes share-based compensation expense on
a straight-line basis over the requisite service period of the individual grants. PSUs vest, when and if earned, in accordance with
the terms of the related PSU award agreements. The Company recognizes share-based compensation expense based on the
target number of shares of common stock that may be earned pursuant to the award and the Company’s stock price on the date
of grant and subsequently adjusts expense based on actual and forecasted performance compared to planned targets. Forfeitures
are recognized as reductions to share-based compensation when they occur.
Strategic Partnership - Sinclair Broadcast Group
In 2020, the Company and Sinclair Broadcast Group, Inc. (“Sinclair”) entered into the Framework Agreement, providing for a
long-term strategic relationship between Sinclair and the Company. Under the Framework Agreement, the Company issued to
Sinclair warrants to purchase up to 4,915,726 shares of the Company at an exercise price of$0.01 per share (“the Penny
Warrants”), a warrant to purchase up to 3,279,337 shares of the Company at an exercise price of$0.01 per share, subject to the
achievement of various performance metrics (the “Performance Warrants”), and an option to purchase up to 1,639,669
additional shares, infour tranches with purchase prices ranging from$30.00 to$45.00 per share, exercisable over aseven-year
period beginning in November 2024 (the “Options”). Additionally, the Company is required to share 60% of the tax benefits it
realizes from the Penny Warrants, Options, Performance Warrants and other related payments. Changes in the estimate of the
tax benefit to be realized and tax rates in effect at the time, among other changes, were treated as an adjustment to the intangible
asset.
In connection with the Queen merger, as of February 7, 2025, all outstanding Performance Warrants became immediately
exercisable at a price of$0.01 per share and the Options were returned to the Company in exchange for 384,536 penny
warrants. The Performance Warrants were reclassified from liability to equity as of February 7, 2025. Refer to Note 12 “Fair
Value Measurements” for more information.
Bally’s Chicago Service Agreements
The Company is party to various agreements relating to the operations of certain services at the Company’s Bally’s Chicago
Casino facilities, including a long-term management agreement with a provider to operate and manage certain hospitality
services at its permanent casino and resort upon opening. The Company expects to receive$50.0 million towards the
construction and build out of certain casino facilities related to such services, payable in installments over 2 years, subject to
certain conditions precedent (the “Bally’s Chicago Construction Investments”). Under the aforementioned hospitality services
agreement, the Company received$4.4 million of Bally’s Chicago Construction Investments in the third quarter of 2025. The
Bally’s Chicago Construction Investments are recorded in “Other long-term liabilities” and will be amortized as a reduction of
Non-gaming operating costs and expenses over the contract term upon commencement of operations at the permanent casino
and resort. Upon commencement of the management services, the Company will pay a management fee and a share of net
receipts to the providers, as applicable, which will be recognized as Non-gaming operating costs and expenses as incurred.
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 fromsix principal sources: gaming (which includes retail gaming,
online gaming, consumer lottery, sports betting and racing), hotel, food and beverage, licensing, technology services andretail,
entertainment and other. Refer to Note 6 “Revenue Recognition” for further information.
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 certain marketing costs directly associated with the Company’s iGaming products and services. 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. Advertising expenses, including production and agency fees of
campaigns, forthe period from February 8, 2025 to December 31, 2025 (Successor), theperiod from January 1, 2025 to
February 7, 2025 (Predecessor) and the year ended December 31,2024 (Predecessor), was$12.9 million,$0.9 million, and
$12.2 million, respectively. The above advertising expenses are included in “General and administrative” on the consolidated
statements of operations. Additionally, the Company incurred certain advertising and marketing costs directly associated with
the Company’s iGaming products and services of$121.1 million,$12.6 million, and$170.1 million during theperiod from
February 8, 2025 to December 31, 2025 (Successor), theperiod from January 1, 2025 to February 7, 2025 (Predecessor) and the
year ended December 31,2024 (Predecessor), respectively. These costs are included within Gaming expenses in the
consolidated statements of operations.
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.
Loss Per Share
Basic 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 loss per common share. The two-class method is an earnings allocation method under
which basic 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 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 income (expense), net” on the consolidated statements of operations.
Comprehensive Income (Loss)
Comprehensive income (loss) includes changes in equity that result from transactions and economic events from non-owner
sources. Comprehensive income (loss) consists of net income (loss), changes in defined benefit pension plan, net of tax, foreign
currency translation adjustments, net of tax and unrealized gains (losses) relating to cash flow and net investment hedges, net of
tax.
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(“ASC 805”). 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.
Fair Value Measurements
Fair value is determined using the principles of ASC 820, Fair Value Measurement. Fair value is described as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value hierarchy prioritizes and defines the inputs to valuation techniques as follows:
Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable
market data.
Level 3: Unobservable inputs.
The inputs used to measure the fair value of an asset or a liability are categorized within levels of the fair value hierarchy. The
fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is
significant to the measurement.
Derivative Instruments Designated as Hedging Instruments
Cross Currency Swaps - The Company uses fixed-to-fixed cross-currency swap agreements to hedge its exposure to adverse
foreign currency exchange rate movements for its foreign operations. The Company has elected the spot method for designating
these contracts as net investment hedges. These derivative arrangements qualified as net investment hedges under ASC 815
through the date of the Intralot transaction, with the gain or loss resulting from changes in the spot value of the derivative
reported in other comprehensive income (loss) with amounts reclassified out of other comprehensive income (loss) into
earnings when the hedged net investment is either sold or substantially liquidated. Refer to Note 11 “Derivative Instruments”
for further information.
Interest Rate Contracts - The Company uses interest rate derivatives to hedge its exposure to variability in cash flows on its
floating-rate debt to add stability to interest expense and manage its exposure to interest rate movements. The Company’s
interest rate swaps and collars are designated as cash flow hedges under ASC 815, with changes in the fair value reported in
other comprehensive income (loss) and reclassified into “Interest expense, net” in the consolidated statements of operations in
the same period in which the hedged interest payments associated with the Company’s borrowings are recorded. Refer to Note
11 “Derivative Instruments” for further information.
- RELATED PARTY TRANSACTIONS
Disposition of Carved-Out Business
In the fourth quarter of 2024, the Company completed the sale of portions of its international interactive business in Asia and
certain other international markets in its Bally's Intralot B2C reportable segment (the “Carved-Out Business”) to a company
(the “Buyer”) formed by members of management of the Carved-Out Business for total consideration of$32.9 million, which
consisted of a€30 million seven-year term note, subject to applicable interest. The disposition includes the Company’s interest
in various contracts with Breckenridge Curacao B.V. (“Breckenridge”), which was previously determined to be a VIE and was
consolidated by the Company. The Company disposed of net assets of approximately$56.2 million, which include the
previously consolidated net assets of Breckenridge, and released foreign currency translation adjustments of$4.7 million.
Additionally, the Company held a net investment hedge on the net investment in the foreign operations sold and thus released
$9.1 million of accumulated other comprehensive income as a result of de-designating the hedge as of the disposal date. The
Company recorded a pre-tax loss of approximately$27.8 million upon the sale, which is included in “General and
administrative” in the consolidated statements of operations for the year ended December 31, 2024 (Predecessor). The net assets
disposed of consisted primarily of goodwill of$20.7 million, and working capital including cash and cash equivalents of$4.2
million and restricted cash of$37.5 million, which consists of player related funds and funds held with payment service
providers, net of liabilities.
Additionally in connection with the disposition, the Company acquired penny warrants that represent a 19.99% fully diluted
equity interest in the Carved-Out Business, for approximately$1.9 million, which as a result is an unconsolidated entity
accounted for under the equity method and is considered to be a related party under ASC 850.
Ownership of certain intellectual property previously owned by Bally’s and used by the Carved-Out Business has been
transferred into an independent trust (“the Trust”). The Trust licenses the use of such intellectual property to the Carved-Out
Business under a commercial license arrangement, with licensing fees paid to the Trust by the Buyer for a term of five years
(subject to annual automatic extension) based on net gaming revenues of the Carved-Out Business. Any proceeds generated
from the Trust property are distributed to the Company by the Trust and are recognized aslicensing revenue and included in
“Non-gaming revenue” in the consolidated statements of operations, as development of iGaming capabilities remains a core
part of Bally’s strategy.
Licensing revenue recognized by the Company was$19.3 million,$3.7 million, and$6.9 million during theperiod from
February 8, 2025 to December 31, 2025 (Successor), theperiod from January 1, 2025 to February 7, 2025 (Predecessor), and
the year ended December 31,2024 (Predecessor), respectively.
During theperiod from February 8, 2025 to December 31, 2025, the Company recorded a provision for credit loss of$17.1
million, reducing the net carrying value of theseven-year term note to$17.1 million, included in Other assets within the
consolidated balance sheets, as of December 31, 2025 (Successor). The carrying value of the loan receivable was$31.2 million
as of December 31, 2024 (Predecessor) recorded in Other Assets.
The Company recorded interest income on theseven-year term note of$2.7 million,$0.3 million and$0.5 million included
within Interest expense, net in the consolidated statements of operations during theperiod from February 8, 2025 to December
31, 2025 (Successor), theperiod from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31,
2024 (Predecessor), respectively. Receivables from this equity method investee are included in Accounts receivable, net and
were$6.1 million and$1.1 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively.
Variable Interest Entities
Management has concluded that the Trust established in connection with the aforementioned disposal of the Carved-Out
Business, is a VIE that will be consolidated based on the applicable criterion. Additionally, in connection with the acquisition of
a controlling interest in Intralot during the fourth quarter of 2025, the Company evaluated the variable interests held by Intralot
and concluded that DC09 LLC and Royal Highgate Ltd. are VIEs for which the Company is the primary beneficiary. As a
result, these entities are consolidated in the Company’s consolidated financial statements.
As of December 31, 2025 (Successor) and 2024 (Predecessor), consolidated VIEs had total assets of$60.8 million and
$263.9 million, respectively, and total liabilities of$18.6 million and$27.9 million, respectively. Consolidated VIEs had total
revenues of$19.3 million,$3.7 million and$169.8 million for theperiod from February 8, 2025 to December 31, 2025
(Successor), theperiod from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended December 31,2024
- CONSOLIDATED FINANCIAL INFORMATION
General and Administrative Expense
Amounts included in General and administrative were as follows:
| Successor · Predecessor | |||
|---|---|---|---|
| Period from February 8, 2025 to December 31, 2025 | Period from January 1, 2025 to February 7, 2025 | Year Ended December 31, 2024 | |
| (in thousands) | |||
| Advertising, general and administrative(1) | $994,557 | $100,969 | $976,153 |
| Acquisition and integration | 109,509 | 2,199 | 24,729 |
| Merger costs(2) | 22,677 | 11,233 | 14,808 |
| Provision for credit loss on long-term note receivable(3) | 17,074 | — | — |
| Loss on disposal of business(3) | — | — | 27,796 |
| Total general and administrative | $1,143,817 | $114,401 | $1,043,486 |
(1)For the year ended December 31, 2024 (Predecessor), includes$20.0 million of employee-related severance costs within the Company’s Casinos &
Resorts reportable segment related to the closure of its Tropicana Las Vegas casino on April 4, 2024. There was no restructuring liability as of
December 31, 2025 (Successor) and December 31, 2024 (Predecessor) on the consolidated balance sheets.
(2)Refer to Note 1 “General Information” for further information.
(3)Refer to Note 3 “Related Party Transactions” for further information.
Other Non-Operating Income (Expense)
Amounts included in Other non-operating income (expense), net were as follows:
| Successor · Predecessor | |||
|---|---|---|---|
| Period from February 8, 2025 to December 31, 2025 | Period from January 1, 2025 to February 7, 2025 | Year Ended December 31, 2024 | |
| (in thousands) | |||
| Gain on fair value of fair value option assets | $218,950 | $— | $— |
| Change in value of contingent consideration | (63,176) | (786) | (1,343) |
| Net income (loss) from equity method investments | (3,264) | (594) | (1,850) |
| Change in value of performance warrants | — | (1,180) | (13,965) |
| Foreign exchange (loss) gain | (34,768) | 194 | 10,271 |
| Loss on extinguishment of debt | (93,120) | — | — |
| Other, net | 338 | 1 | 2,342 |
| Total other non-operating income (expense), net | $24,960 | $(2,365) | $(4,545) |
Interest Expense, Net
Amounts included in Interest expense, net were as follows:
| Successor · Predecessor | |||
|---|---|---|---|
| Period from February 8, 2025 to December 31, 2025 | Period from January 1, 2025 to February 7, 2025 | Year Ended December 31, 2024 | |
| (in thousands) | |||
| Interest income | $8,340 | $(1) | $20,718 |
| Interest expense | (373,573) | (27,228) | (310,347) |
| Total interest expense, net | $(365,233) | $(27,229) | $(289,629) |
- RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Standards Implemented
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The
amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This update will be
effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU
2023-09 prospectively as of December 31, 2025. Refer to Note 18 “Income Taxes” for further information.
Standards to Be Implemented
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the
SEC’s Disclosure Update and Simplification Initiative. The amendments in this update align the requirements in the ASC to the
Securities and Exchange Commission’s (“SEC”) regulations. The effective date for each amended topic in the ASC is the date
on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective.
If by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from
the Codification and not become effective. Early adoption is prohibited. The Company is currently in the process of evaluating
the impact of this amendment on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update
require disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. This
update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods in fiscal years
beginning after December 15, 2027, with early adoption permitted. The disclosures required under the guidance can be applied
either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all
periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have on its
financial statement disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining
the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in this update revise the requirements
for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal
acquiree is a VIE that meets the definition of a business. The amendments require that an entity consider the same factors that
are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The amendments
in this update will be effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those
annual reporting periods. The Company is currently evaluating the impact that this guidance will have on its financial
statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). The amendments clarify
guidance related to Topic 326 for current accounts receivable and current contract assets arising from transactions accounted for
under Topic 606, Revenue from Contracts with Customers, and allowing for a practical expedient that assumes that current
conditions as of the balance sheet do not change for the remaining life of the asset. The amendments are effective for annual
reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with
early adoption permitted. The Company is evaluating the impact ofthe adoption of Update 2025-05 to the consolidated
financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic
350-40). The amendments in this update are intended to simplify the capitalization guidance by removing all references to
software development project stages so that the guidance is neutral to different software development methods. The
amendments in this update are effective for annual reporting periods after December 15, 2027. The Company is currently
evaluating the impact that this guidance will have on its financial statements and related disclosures.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Improvements to Hedge Accounting.
The amendments in this update address stakeholder concerns and intend to more closely align hedge accounting with the
economics of an entity’s risk management activities. The amendments are effective for fiscal years beginning after December
15, 2026, with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its
financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The
amendments in this update are intended to improve the clarity and navigability of interim reporting guidance and specify when
it applies. The ASU addresses the form and content of interim financial statements, adds a consolidated list of required interim
disclosures from other Codification topics, and establishes a principle requiring disclosure of events occurring after the end of
the last annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting
periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is
currently evaluating the impact that this guidance will have on its financial statements and related disclosures.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.