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BALLY’S CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands, except share data)
June 30, 2026 (Successor) December 31, 2025 (Successor)
Assets
Cash and cash equivalents $ 390,184 $ 798,423
Restricted cash 97,587 108,263
Accounts receivable, net 210,065 193,951
Inventory 68,770 55,842
Tax receivable 36,342 30,706
Prepaid expenses and other current assets 162,004 159,609
Total current assets 964,952 1,346,794
Property and equipment, net 703,381 1,063,739
Right of use assets, net 2,227,526 1,767,792
Goodwill 3,370,784 3,432,893
Intangible assets, net 2,862,729 3,000,983
Deferred tax asset 25,861 12,482
Other assets 651,745 605,693
Total assets $ 10,806,978 $ 11,230,376
Liabilities and Stockholders’ Equity
Current portion of long-term debt $ 39,977 $ 37,344
Current portion of lease liabilities 126,763 104,647
Accounts payable 195,814 196,890
Accrued income taxes 15,909 20,374
Accrued and other current liabilities 679,070 1,327,799
Total current liabilities 1,057,533 1,687,054
Long-term debt, net 4,466,723 4,463,313
Long-term portion of lease liabilities 2,265,504 1,829,190
Deferred tax liability 537,376 553,513
Other long-term liabilities 309,835 152,476
Total liabilities 8,636,971 8,685,546
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common stock ($0.01 par value, 200,000,000 shares authorized; 48,988,040 (Successor) and 48,524,809 (Successor) shares issued; 48,988,040 (Successor) and 48,524,809 (Successor) shares outstanding) 488 484
Preferred stock ($0.01 par value; 10,000,000 shares authorized; no shares outstanding) — —
Additional paid-in-capital 1,540,088 1,574,827
Accumulated deficit (958,057) (650,074)
Accumulated other comprehensive income 62,260 69,421
Total Bally’s Corporation stockholders’ equity 644,779 994,658
Non-controlling interest 1,525,228 1,550,172
Total stockholders’ equity 2,170,007 2,544,830
Total liabilities and stockholders’ equity $ 10,806,978 $ 11,230,376
See accompanying notes to condensed consolidated financial statements.
3
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(In thousands, except per share data)
Successor Predecessor
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Revenue:
Gaming $ 608,014 $ 557,631 $ 1,198,869 $ 871,410 $ 185,767
Non-gaming 184,220 99,903 349,087 154,818 34,731
Total revenue 792,234 657,534 1,547,956 1,026,228 220,498
Operating costs and expenses:
Gaming 316,307 242,036 591,169 375,559 87,994
Non-gaming 84,077 48,005 165,682 77,114 16,526
General and administrative 334,180 298,198 650,226 458,589 114,401
Gain on sale-leaseback — — (105,845) — —
Depreciation and amortization 91,689 71,732 189,132 119,213 22,343
Total operating costs and expenses 826,253 659,971 1,490,364 1,030,475 241,264
(Loss) income from operations (34,019) (2,437) 57,592 (4,247) (20,766)
Other expense:
Interest expense, net (118,970) (97,522) (228,875) (149,259) (27,229)
Other non-operating (expense) income, net (24,566) 56,964 (170,378) 47,934 (2,365)
Total other expense, net (143,536) (40,558) (399,253) (101,325) (29,594)
Loss before income taxes (177,555) (42,995) (341,661) (105,572) (50,360)
(Benefit) provision for income taxes (13,573) 185,441 (16,822) 88,348 664
Net loss (163,982) (228,436) (324,839) (193,920) (51,024)
Less: Net loss attributable to non-controlling interest (17,913) — (16,856) — —
Net loss attributable to Bally’s Corporation $ (146,069) $ (228,436) $ (307,983) $ (193,920) $ (51,024)
Basic loss per share $ (2.41) $ (3.76) $ (5.10) $ (3.20) $ (1.05)
Weighted average common shares outstanding, basic and diluted 60,588 60,686 60,419 60,554 48,743
Diluted loss per share $ (2.41) $ (3.76) $ (5.10) $ (3.20) $ (1.05)
Weighted average common shares outstanding - diluted 60,588 60,686 60,419 60,554 48,743
See accompanying notes to condensed consolidated financial statements.
4
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) Income (unaudited)
(In thousands)
Successor Predecessor
Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Net loss $ (163,982) $ (228,436) $ (324,839) $ (193,920) $ (51,024)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax 9,134 102,442 (14,947) 145,482 (13,097)
Net unrealized derivative gain (loss) on cash flow hedges, net of tax 1,623 (6,400) 3,230 (19,828) 968
Net unrealized derivative gain (loss) on net investment hedges, net of tax 60 (34,826) 60 (52,275) 2,686
Other comprehensive income (loss) 10,817 61,216 (11,657) 73,379 (9,443)
Total comprehensive loss (153,165) (167,220) (336,496) (120,541) (60,467)
Comprehensive (loss) income attributable to non-controlling interest (2,444) — 4,496 — —
Comprehensive loss attributable to Bally’s Corporation $ (150,721) $ (167,220) $ (340,992) $ (120,541) $ (60,467)
See accompanying notes to condensed consolidated financial statements.
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5
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited)
(In thousands, except share data)
Successor
Common Stock Additional Paid-in Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Income Non-controlling Interest Total Stockholders’ Equity
Shares Issued and Outstanding Amount
Balance as of December 31, 2025 (Successor) 48,524,809 $ 484 $ 1,574,827 $ — $ (650,074) $ 69,421 $ 1,550,172 $ 2,544,830
Issuance of restricted stock and other stock awards 422,518 4 3,676 — — — — 3,680
Share-based compensation — — 2,551 — — — — 2,551
Purchase of Incremental Intralot Shares — — (32,100) — — — 11,239 (20,861)
Bally’s Thunder Plains Park acquisition issuance — — — — — — 1,900 1,900
Bally’s Intralot shareholder dividend — — — — — — (6,183) (6,183)
Other comprehensive loss — — — — — (15,534) (6,940) (22,474)
Net loss — — — — (161,914) — 1,057 (160,857)
Balance as of March 31, 2026 (Successor) 48,947,327 $ 488 $ 1,548,954 $ — $ (811,988) $ 53,887 $ 1,551,245 $ 2,342,586
Issuance of restricted stock and other stock awards 40,713 — (77) — — — — (77)
Share-based compensation — — 1,805 — — — — 1,805
Purchase of Incremental Intralot Shares — — (10,594) — — — 7,096 (3,498)
Bally’s Intralot shareholder dividend — — — — — — (17,644) (17,644)
Other comprehensive income — — — — — 8,373 2,444 10,817
Net loss — — — — (146,069) — (17,913) (163,982)
Balance as of June 30, 2026 (Successor) 48,988,040 $ 488 $ 1,540,088 $ — $ (958,057) $ 62,260 $ 1,525,228 $ 2,170,007
6
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited)
(In thousands, except share data)
Predecessor
Common Stock Additional Paid-in Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Non-controlling Interest Total Stockholders’ Equity (Deficit)
Shares Issued and Outstanding Amount
Balance as of December 31, 2024 (Predecessor) 40,787,007 $ 408 $ 1,414,410 $ — $ (1,123,649) $ (260,267) $ — $ 30,902
Share-based compensation - equity awards — — 1,954 — — — — 1,954
Release of restricted units 19,660 — (76) — — — — (76)
Other comprehensive loss — — — — — (9,443) — (9,443)
Net loss — — — — (51,024) — — (51,024)
Balance as of February 7, 2025 (Predecessor) 40,806,667 $ 408 $ 1,416,288 $ — $ (1,174,673) $ (269,710) $ — $ (27,687)
Successor
Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Non-controlling Interest Total Stockholders’ Equity
Shares Outstanding Amount
Balance as of February 8, 2025 (Successor) 71,258,763 $ 712 $ 1,171,824 $ — $ — $ — $ — $ 1,172,536
Share repurchases (22,804,384) (228) (420,114) — — — — (420,342)
Release of restricted units 557,417 5 (5,132) — — — — (5,127)
Share-based compensation - equity awards — — 2,740 — — — — 2,740
Bally’s Chicago Issuance — — — — — — 12,361 12,361
Other comprehensive income — — — — — 12,163 — 12,163
Net income — — — — 34,516 — — 34,516
Balance as of March 31, 2025 (Successor) 49,011,796 $ 489 $ 749,318 $ — $ 34,516 $ 12,163 $ 12,361 $ 808,847
Release of restricted units 108,301 1 (225) — — — — (224)
Share-based compensation - equity awards — — 2,350 — — — — 2,350
Other — — (1,314) — — — — (1,314)
Other comprehensive income — — — — — 61,216 — 61,216
Net loss — — — — (228,436) — — (228,436)
Balance as of June 30, 2025 (Successor) 49,120,097 $ 490 $ 750,129 $ — $ (193,920) $ 73,379 $ 12,361 $ 642,439
See accompanying notes to condensed consolidated financial statements.
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BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Successor Predecessor
(in thousands) Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Cash flows from operating activities:
Net loss $ (324,839) $ (193,920) $ (51,024)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 189,132 119,213 22,343
Non-cash amortization of right of use assets 55,027 35,390 7,228
Share-based compensation 4,356 5,090 1,954
Non-cash amortization of debt discount and debt issuance costs 37,390 35,521 1,004
Gain on sale-leaseback (105,845) — —
Loss on extinguishment of debt 63,420 17,372 —
Payment for up front licensing contracts (98,906) — —
Deferred income taxes (22,679) 31,902 (3,010)
Change in fair value of fair value option assets 139,590 (66,267) —
(Income) loss from equity method investments (4,386) (1,464) 594
Foreign exchange (gain) loss (10,524) 4,947 (194)
Other operating activities (27,973) (8,070) 3,511
Changes in operating assets and liabilities (159,699) 79,085 (62,592)
Net cash (used in) provided by operating activities (265,936) 58,799 (80,186)
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired — 21,233 —
Proceeds from sale-leaseback 685,000 — —
Cash paid for asset acquisitions (16,212) — —
Cash paid for The Star Investment — (83,720) —
Capital expenditures (73,954) (79,422) (16,424)
Cash paid for capitalized software (19,227) (20,533) (2,315)
Acquisition of gaming licenses (502,000) (2,000) —
Other investing activities 519 890 1,042
Net cash provided by (used in) investing activities 74,126 (163,552) (17,697)
Cash flows from financing activities:
Issuance of long-term debt 1,992,997 893,000 97,000
Repayments of long-term debt (2,042,084) (347,486) (10,000)
Deferred payables, net (17,996) 4,682 11,064
Bally’s Corporation share repurchases — (416,180) —
Payment of financing fees (19,875) (21,326) —
Payment of contingent consideration (115,000) — —
Purchase of incremental Intralot shares (24,359) — —
Bally’s Chicago Inc. share issuance — 12,361 —
Other financing activities (5,951) (5,356) (76)
Net cash (used in) provided by financing activities (232,268) 119,695 97,988
Effect of foreign currency on cash and cash equivalents and restricted cash 5,163 (4,941) (457)
Net change in cash and cash equivalents and restricted cash (418,915) 10,001 (352)
Cash and cash equivalents and restricted cash, beginning of period 906,686 230,902 231,254
Cash and cash equivalents and restricted cash, end of period $ 487,771 $ 240,903 $ 230,902
8
BALLY’S CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Successor Predecessor
(in thousands) Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amounts capitalized $ 220,037 $ 116,136 $ 39,069
Income taxes paid, net of refunds 18,531 15,044 (73)
Non-cash investing and financing activities:
Unpaid property and equipment $ 34,518 $ 64,602 $ 15,772
Unpaid capitalized software 344 1,149 6,158
Consideration issued for the Company Merger — 955,647 —
Consideration issued for the Queen Merger — 555,751 —
Intralot shares received as settlement of loan receivable — 46,905 —
Unpaid equity method investment — 6,001 —
Liability for NY land asset acquisition (185,428) — —
GLP Capital, L.P. partnership units received 15,143 — —
NCI issued for asset acquisition (1,900) — —
Paid-in-kind interest capitalized to long-term debt 9,518 — —
Successor Predecessor
Reconciliation of cash and cash equivalents and restricted cash: June 30, 2026 December 31, 2025 February 7, 2025
Cash and cash equivalents $ 390,184 $ 798,423 $ 173,549
Restricted cash 97,587 108,263 57,353
Total cash and cash equivalents and restricted cash $ 487,771 $ 906,686 $ 230,902
See accompanying notes to condensed consolidated financial statements.
9
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. GENERAL INFORMATION
Description of Business
Bally’s Corporation (the “Company” or “Bally’s”) is a global gaming, hospitality and entertainment company with casinos and resorts and online gaming (“iGaming”) businesses. The Company owns and manages the following properties within its Casinos & Resorts reportable segment:
Casinos & Resorts Location Type Built/Acquired
Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”)(2) 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
Bally’s Thunder Plains Park Hillsdale, Wyoming Racetrack 2026
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(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 13 “Leases” for further information.
(3) Temporary casino facility as the Company’s future permanent casino resort in Chicago (the “Chicago Permanent Facility”) is constructed. The site of the Chicago Permanent Facility is leased from GLPI.
The Company’s Bally’s Intralot B2B reportable segment includes Bally’s Intralot S.A.’s (“Bally’s Intralot”) global business-to-business (“B2B”) operations and licensing revenue generating operations. Intralot S.A. was acquired by the Company in the fourth quarter of 2025. Refer to “Intralot Transaction” 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 and one casino property, Bally’s Newcastle, in the United Kingdom (“UK”).
The North America Interactive reportable segment includes a portfolio of sports betting and iGaming offerings in the United States and Canada.
Refer to Note 16 “Segment Reporting” for further information.
10
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The Merger
On February 7, 2025 (the “Merger Date”), the Company completed its previously disclosed merger transactions (the “Merger”) with SG Parent LLC, (the “Parent”) and The Queen Casino & Entertainment, Inc. (“Queen”), a Parent affiliate, resulting in Parent and its affiliates beneficially owning 73.8% of the Company’s issued and outstanding common stock and Queen becoming a direct, wholly owned subsidiary of the Company. At the effective time of the Merger, the Company’s issued and outstanding common stock was (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 CQ Gaming LLC, a Delaware limited liability company and (v) by holders who have elected to have such shares remain issued and outstanding following the Merger) converted into the right to receive $18.25 per share in cash. For a full description of the Merger and related transactions, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Intralot Transaction
In 2025, following the Merger, the Company held an investment in Bally’s Intralot, which was accounted for as an equity method investment under the fair value option. On October 8, 2025 (the “Intralot Closing Date”), the Company completed its acquisition of Bally’s Intralot under the transaction agreement, dated as of July 18, 2025 (the “Transaction Agreement”), pursuant to which Bally’s Intralot agreed to acquire Bally’s International Interactive through a combined cash-and-equity transaction. Pursuant to the Transaction Agreement, (i) Bally’s 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 Bally’s Intralot increased to a controlling 57.9% interest through the issuance of equity to a consolidated subsidiary of the Company, making the Company the majority shareholder of Bally’s Intralot (the “Intralot Transaction”).
As a result of obtaining a controlling financial interest in Bally’s Intralot, the Company retained control of Bally’s International Interactive, via Bally’s Holdings Limited, throughout the Intralot Transaction, 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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. 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. Foreign currency transaction gains and losses are included in Net loss.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of the SEC’s Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with GAAP have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.
These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates.
11
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As a result of the Merger described in Note 1 “General Information”, the Company elected to push down its Parent’s basis in its net assets into its unaudited condensed consolidated financial statements, and as a result, unless the context otherwise requires, the “Company,” for periods prior to the Merger Date refers to Bally’s (“Predecessor”), and for the periods after the Merger Date 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 Merger Date. The accompanying unaudited condensed consolidated financial statements include a Predecessor period, which includes the period from January 1, 2025 through February 7, 2025 concurrent with the Merger, and a Successor period from February 8, 2025 through June 30, 2026. A black line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods.
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
In May, 2026, the Required Revolving Lenders and Administrative Agent under the Company’s Revolving Credit Facility conditionally waived compliance with the consolidated net leverage ratio covenant for each fiscal quarter ending during the period commencing March 31, 2026 through the earlier of (i) the Company’s election to terminate the waiver upon certifying compliance with the covenant as of the most recently ended fiscal quarter, or (ii) the date immediately preceding the delivery of the compliance certificate for the quarter ending March 31, 2027 (the “Covenant Waiver Period”). The waiver remains subject to the Company’s ongoing satisfaction of a minimum liquidity maintenance requirement, among other conditions. Based on the Company’s current forecasts, excluding the financings described below and giving effect to the scheduled reduction in revolving commitments, the Company does not project that it would satisfy the liquidity maintenance requirement or, the consolidated net leverage ratio covenant once reinstated, and may not be in compliance with the Company’s Revolving Credit Facility during the twelve months following the date these financial statements are issued. As described below, while the Company is actively engaged in discussions on several financing alternatives, the conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. Any future inability of the Company to stay in compliance with the Company’s Revolving Credit Facility has no implications under any of Bally’s Intralot’s debt documents. Bally’s Intralot does not guarantee any of Bally’s Corporation’s debt. Refer to Note 12 “Long-Term Debt” for further information.
In response to these conditions, the Company is pursuing a number of financing alternatives intended to enhance its liquidity, including asset monetization, an equity sale, and debt financings. In July 2026, the Company executed a term sheet for a loan to fund further development of the Bally’s Bronx project and general corporate purposes. While the term sheet is non-binding the parties are working towards a binding commitment. These plans have not been finalized, are subject to market conditions and the actions of third parties, and are not within the Company’s control, and there can be no assurance that the plans will be successfully implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.
The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
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.
12
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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. Refer to Note 3 “Related Party Transactions” for further information.
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
The Company consolidates Bally’s Intralot, Bally’s Chicago, Inc., and Bally’s Wyoming, LLC, in which the Company holds controlling financial interests. The third-party equity interests in these consolidated entities is presented as a non-controlling interest in the Company’s condensed consolidated statements of stockholders’ equity.
Net loss attributable to non-controlling interest consisted of the following:
Successor
(in thousands) Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
Bally’s Intralot(1) $ (14,907) $ (10,932)
Bally’s Chicago, Inc.(2) (2,993) (5,911)
Bally’s Wyoming, LLC(3) (13) (13)
Net loss attributable to non-controlling interest $ (17,913) $ (16,856)
__________________________________
There was no net income attributable to non-controlling interest during the period from January 1, 2025 to February 7, 2025 (Predecessor).
(1) Non-controlling equity interests amounted to 40.5% and 41.2% as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively.
(2) Non-controlling equity interests amounted to 10.5% as of June 30, 2026 (Successor) and December 31, 2025 (Successor).
(3) Non-controlling equity interests amounted to 20.0% as of June 30, 2026 (Successor).
On May 28, 2026, the shareholders of Bally’s Intralot approved a cash dividend of €30.0 million ($34.4 million) payable to its shareholders. As of June 30, 2026 (Successor), approximately €12.1 million ($13.9 million) attributable to minority Bally’s Intralot shareholders was included in Accrued and other current liabilities, with a corresponding reduction to Non-controlling interest within the Company’s condensed consolidated balance sheets. The dividend was subsequently paid to Bally’s Intralot shareholders on July 27, 2026.
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 Terminal (“VLT”) and table games related cash payables to certain states where we operate, which are unavailable for the Company’s use.
13
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Accounts Receivable, Net
Accounts receivable, net consists of the following:
(in thousands) June 30, 2026 (Successor) December 31, 2025 (Successor)
Amounts due from GLPI(1) $ 90,324 $ 63,172
Amounts due from Rhode Island and Delaware(2) 15,889 14,101
Gaming receivables 22,115 24,392
Non-gaming receivables 85,687 93,698
Accounts receivable 214,015 195,363
Less: Allowance for credit losses (3,950) (1,412)
Accounts receivable, net $ 210,065 $ 193,951
__________________________________
(1) Represents amounts due from GLPI related to the development of the Chicago Permanent Facility. Refer to Note 13 “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.
Deferred Payables
As of June 30, 2026 (Successor) and December 31, 2025 (Successor), there was $27.7 million and $47.0 million outstanding under the Company’s deferred payable arrangements, respectively, and are included in Accrued and other current liabilities on the condensed consolidated balance sheets.
Advertising Expense
The Company expenses advertising costs as incurred. Advertising expenses, including production and agency fees of campaigns, for the three months ended June 30, 2026 and 2025 (Successor) was $4.9 million and $2.7 million, respectively. Advertising expenses, including production and agency fees of campaign, for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), was $10.0 million, $4.1 million and $0.9 million, respectively. The above advertising expenses are included in General and administrative on the condensed consolidated statements of operations.
Additionally, the Company incurred certain advertising and marketing costs directly associated with the Company’s iGaming products and services of $38.2 million and $31.5 million for the three months ended June 30, 2026 and 2025 (Successor), respectively. Certain advertising and marketing costs incurred directly associated with the Company’s iGaming products and services of $76.2 million, $49.6 million and $12.6 million during the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively. These costs are included within Gaming expenses in the condensed consolidated statements of operations.
Provision for Income Taxes
During the three and six months ended June 30, 2026 (Successor), the Company recorded a benefit for income tax of $13.6 million and $16.8 million, respectively. During the three months ended June 30, 2025 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), the Company recorded a provision of $185.4 million, $88.3 million and $0.7 million, respectively.
The effective tax rate for the three months ended June 30, 2026 (Successor) and June 30, 2025 (Successor) was 7.6% and (431.3)%, respectively. The effective tax rate for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor) was 4.9%, (83.7)% and (1.3)%, respectively. As of June 30, 2026 (Successor), the Company projects an annual tax benefit relative to its pre-tax loss offset in part by the valuation allowance on interest and a $14.3 million discrete provision on the benefit of the Bally’s Twin River sale-leaseback during the three months ended March 31, 2026 (Successor).
14
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
3. RELATED PARTY TRANSACTIONS
The Star
The Company holds a 37.7% equity interest in The Star Entertainment Group Limited (“The Star”), an ASX-listed company, which it accounts for as an equity method investment under 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 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 (expense) income, net of the condensed consolidated statements of operations.
The Company has a service agreement with The Star whereby the Company will be reimbursed for certain administrative costs. The Company also holds a long-term receivable for accrued paid-in-kind interest, associated with the Company’s previously held investment in The Star’s subordinated debt and convertible notes, which was included in Other assets within the condensed consolidated balance sheets as of June 30, 2026 (Successor). The accrued paid-in-kind interest is reported at fair value based on Level 2 inputs, with changes to fair value included within Other non-operating (expense) income, net of the condensed consolidated statements of operations. Refer to Note 4 “Consolidated Financial Information” and Note 11 “Fair Value Measurements” for further information.
Equity Method Investments
The Company has certain 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 (expense) income, net in the condensed consolidated statements of operations. Refer to Note 4 “Consolidated Financial Information” for further information.
Equity Investee
As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the Company held a 19.99% equity interest in an unconsolidated entity (the “Equity Investee”) accounted for under the equity method and is considered to be a related party under ASC 850. Certain intellectual property previously owned by Bally’s and used by the Equity Investee is owned by an independent trust (the “Trust”), which is considered a VIE that is consolidated by the Company based on the applicable criterion. The Trust licenses the use of such intellectual property to the Equity Investee under a commercial license arrangement, with licensing fees paid to the Trust by the Equity Investee based on its net gaming revenues. Any proceeds generated from the Trust property are distributed to the Company and are recognized as licensing revenue and included in “Non-gaming revenue” in the condensed consolidated statements of operations, as development of iGaming capabilities remains a core part of the Company’s strategy.
As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the Company held a €30.0 million seven-year term note payable by the Equity Investee. During the fourth quarter of 2025 (Successor), the Company recorded a provision for credit loss of $17.1 million on the aforementioned term note. As of June 30, 2026 and December 31, 2025 (Successor), the net carrying value of the term note, included in Other assets within the condensed consolidated balance sheets, was $16.7 million and $17.1 million, respectively.
The Company recorded interest income on the seven-year term note of $0.8 million, $1.3 million, and $0.3 million during the three months ended June 30, 2025 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively, included within Interest expense, net in the condensed consolidated statements of operations. A de minimis amount of interest income was recorded during the three and six months ended June 30, 2026 (Successor). The Company had $3.4 million and $6.1 million in receivables from the Equity Investee included within Accounts receivable, net as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively.
Variable Interest Entities
In addition to the Trust, the Company evaluated variable interests held by Bally’s Intralot and concluded that DC09 LLC and Royal Highgate Ltd. are VIEs for which Bally’s Intralot is the primary beneficiary. As a result, these entities are consolidated in the Company’s condensed consolidated financial statements.
15
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the Company’s consolidated VIEs had total assets of $63.2 million and $60.8 million respectively, and total liabilities of $9.9 million and $18.6 million, respectively. Consolidated VIEs had total revenues of $4.0 million and $7.0 million during the three months ended June 30, 2026 and 2025 (Successor), respectively, and $6.5 million, $11.9 million and $3.7 million during the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
4. CONSOLIDATED FINANCIAL INFORMATION
General and Administrative Expense
Amounts included in General and administrative were as follows:
Successor Predecessor
(in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Advertising, general and administrative $ 306,712 $ 274,413 $ 607,360 $ 414,829 $ 100,969
Acquisition, integration and development costs 26,834 19,239 40,095 23,339 2,199
Merger costs 634 4,546 2,771 20,421 11,233
Total general and administrative $ 334,180 $ 298,198 $ 650,226 $ 458,589 $ 114,401
Other Non-Operating (Expense) Income, Net
Amounts included in Other non-operating (expense) income, net were as follows:
Successor Predecessor
(in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Change in value of performance warrants $ — $ — $ — $ — $ (1,180)
Loss on extinguishment of debt — — (63,420) (17,372) —
(Loss) gain on fair value of fair value option assets (35,317) 60,723 (139,590) 66,267 —
Net income (loss) from equity method investments 7,299 601 4,386 1,464 (594)
Foreign exchange (loss) gain (10,564) (6,538) 10,524 (4,947) 194
Other, net 14,016 2,178 17,722 2,522 (785)
Total other non-operating (expense) income, net $ (24,566) $ 56,964 $ (170,378) $ 47,934 $ (2,365)
16
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Interest Expense, Net
Amounts included in Interest expense, net were as follows:
Successor Predecessor
(in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Interest income $ 2,258 $ 3,889 $ 4,849 $ 5,339 $ (1)
Interest expense (121,228) (101,411) (233,724) (154,598) (27,228)
Total interest expense, net $ (118,970) $ (97,522) $ (228,875) $ (149,259) $ (27,229)
5. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Standards Implemented
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, and was adopted on a prospective basis. The adoption of this ASU did not have a material impact on the Company’s financial statements and related disclosures.
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 SEC’s 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 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.
17
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
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.
6. REVENUE RECOGNITION
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which requires the revenue to be recognized when a performance obligation is satisfied by transferring the control of promised goods or services and is measured at the transaction price or the amount of consideration that the Company expects to receive through satisfaction of the identified performance obligations. For a full description of the Company’s revenue policy, refer to Note 6, “Revenue Recognition” in Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Company generates revenue from six principal sources: (1) gaming (which includes retail gaming, online gaming, consumer lottery, sports betting and racing), (2) hotel, (3) food and beverage, (4) licensing, (5) technology services and (6) retail, entertainment and other.
The following table provides a disaggregation of total revenue by segment:
(in thousands) Casinos & Resorts Bally’s Intralot B2B Bally’s Intralot B2C North America Interactive Corporate & Other Total
Three Months Ended June 30, 2026 (Successor)
Gaming $ 311,393 $ — $ 242,856 $ 53,765 $ — $ 608,014
Non-gaming:
Hotel 33,566 — — — — 33,566
Food and beverage 36,590 — — — — 36,590
Licensing — 4,530 — — — 4,530
Technology Services — 62,055 — — — 62,055
Retail, entertainment and other 19,468 12,903 625 12,299 2,184 47,479
Non-gaming 89,624 79,488 625 12,299 2,184 184,220
Total revenue $ 401,017 $ 79,488 $ 243,481 $ 66,064 $ 2,184 $ 792,234
18
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(in thousands) Casinos & Resorts Bally’s Intralot B2B Bally’s Intralot B2C North America Interactive Corporate & Other Total
Three Months Ended June 30, 2025 (Successor)
Gaming $ 305,858 $ — $ 195,860 $ 55,913 $ — $ 557,631
Non-gaming:
Hotel 33,714 — — — — 33,714
Food and beverage 34,828 — — — — 34,828
Licensing — 7,046 — — — 7,046
Retail, entertainment and other 18,933 — 3,160 589 1,633 24,315
Non-gaming 87,475 7,046 3,160 589 1,633 99,903
Total revenue $ 393,333 $ 7,046 $ 199,020 $ 56,502 $ 1,633 $ 657,534
Six Months Ended June 30, 2026 (Successor)
Gaming $ 612,091 $ — $ 481,988 $ 104,790 $ — $ 1,198,869
Non-gaming:
Hotel 63,220 — — — — 63,220
Food and beverage 70,223 — — — — 70,223
Licensing — 7,541 — — — 7,541
Technology Services — 120,960 — — — 120,960
Retail, entertainment and other 35,211 24,943 1,431 21,730 3,828 87,143
Non-gaming 168,654 153,444 1,431 21,730 3,828 349,087
Total revenue $ 780,745 $ 153,444 $ 483,419 $ 126,520 $ 3,828 $ 1,547,956
Period from February 8, 2025 to June 30, 2025 (Successor)
Gaming $ 484,392 $ — $ 303,596 $ 83,422 $ — $ 871,410
Non-gaming:
Hotel 52,427 — — — — 52,427
Food and beverage 55,082 — — — — 55,082
Licensing — 11,929 — — — 11,929
Retail, entertainment and other 28,283 — 3,291 637 3,169 35,380
Non-gaming 135,792 11,929 3,291 637 3,169 154,818
Total revenue $ 620,184 $ 11,929 $ 306,887 $ 84,059 $ 3,169 $ 1,026,228
Period from January 1, 2025 to February 7, 2025 (Predecessor)
Gaming $ 95,984 $ — $ 74,849 $ 14,934 $ — $ 185,767
Non-gaming:
Hotel 11,006 — — — — 11,006
Food and beverage 11,304 — — — — 11,304
Licensing — 3,720 — — — 3,720
Retail, entertainment and other 6,005 — 416 2,007 273 8,701
Non-gaming 28,315 3,720 416 2,007 273 34,731
Total revenue $ 124,299 $ 3,720 $ 75,265 $ 16,941 $ 273 $ 220,498
19
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Contract Assets and Contract Related Liabilities
The Company’s receivables related to contracts with customers are primarily comprised of marker balances, interactive platform business-to-business service receivables, 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 $57.3 million and $57.5 million as of June 30, 2026 (Successor) and December 31, 2025 (Successor), 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 and Other Current Liabilities on the condensed consolidated balance sheet.
Liabilities related to contracts with customers were as follows:
(in thousands) June 30, 2026 (Successor) December 31, 2025 (Successor)
Unpaid wagers $ 53,945 $ 60,238
Advanced deposits from customers 28,888 27,512
Loyalty programs 9,813 10,519
Total $ 92,646 $ 98,269
The Company recognized $5.4 million and $5.3 million of revenue related to loyalty program redemptions for the three months ended June 30, 2026 and 2025 (Successor), respectively. The Company recognized $10.9 million, $8.5 million and $2.2 million of revenue related to loyalty program redemptions for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
Up Front License Fees
The Company periodically makes long-term investments in contracts to obtain the right to supply products and/or services to its customers. As consideration, the Company pays up front fees, which are recognized as Other assets in its condensed consolidated balance sheet. During the second quarter of 2026, the Company paid $98.9 million in up front license fees. These up front license fees will be amortized, on a straight-line basis, as a reduction of technology services revenue, over the estimated economic life of the contract term, reflecting the pattern in which economic benefits are expected to be realized. As of June 30, 2026 (Successor), the Company had $97.1 million of up front license contracts within Other assets. There were no investments held in up front license contracts as of December 31, 2025 (Successor).
7. BUSINESS COMBINATIONS
Intralot Transaction
As described in Note 1 “General Information”, the Company completed the Intralot Transaction on October 8, 2025, with the Company obtaining a controlling financial interest in Bally’s Intralot and retaining control of Bally’s International Interactive. The Intralot Transaction was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”), with the Company as the accounting acquirer.
The preliminary fair value of the transaction consideration for the Company’s interest in Bally’s Intralot as of the Intralot Closing Date, was approximately $1.6 billion, which represents the fair value of Bally’s Intralot shares issued to the Company plus the fair value of the Company’s pre-existing investment of approximately $280.6 million.
20
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The preliminary allocation of the purchase price is as follows:
As of October 8, 2025
(in thousands) Preliminary as of December 31, 2025 Year to Date Adjustments Preliminary as of June 30, 2026
Cash and cash equivalents $ 2,054,955 $ — $ 2,054,955
Restricted cash 41,341 — 41,341
Other current assets 143,403 4,130 147,533
Property and equipment 87,769 (1,905) 85,864
Right of use assets 20,486 — 20,486
Intangible assets 828,235 20,634 848,869
Other assets 39,349 — 39,349
Total current liabilities (150,097) — (150,097)
Lease liabilities (18,211) — (18,211)
Long-term debt (1,982,214) — (1,982,214)
Other long-term liabilities (159,822) (4,469) (164,291)
Non-controlling interest (1,063,664) — (1,063,664)
Goodwill 1,763,226 (18,390) 1,744,836
Total fair value of net assets acquired $ 1,604,756 $ — $ 1,604,756
The purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based upon their preliminary estimated fair values as of the acquisition date, with the excess of the purchase consideration over the aggregate net fair values recorded as goodwill, which is not deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include an organized workforce and expected synergies from future cost savings and revenue driven by the integration of Bally’s intellectual property into Bally’s Intralot’s product offerings as well as cross selling product offerings of Bally’s Intralot and Bally’s International Interactive into existing and new markets.
Goodwill of $964.5 million and $780.4 million has been assigned to the Company’s Bally’s Intralot B2B and Bally’s Intralot B2C reportable segments based on the expected benefit from the transaction on a relative fair value basis, respectively. The Non-controlling interest was initially measured at its fair value based on the trading price of Bally’s Intralot stock on Euronext Athens as of the Intralot Closing Date. Certain adjustments have been made to Bally’s Intralot’s historical carrying values to conform accounting policies with the Company, including IFRS to GAAP conversion adjustments, with any such adjustments recorded to equity.
The Company recorded intangible assets based on estimates of fair value which consisted of the following (in thousands):
Valuation Approach Estimated Useful Life (in years) Estimated Fair Value
Developed technology Relief from royalty method 13 $ 258,568
Bally’s Intralot trade name Relief from royalty method 13 61,390
Customer relationships Multi-period excess earnings method 25 219,748
Backlog Multi-period excess earnings method 8 309,163
Total fair value of intangible assets $ 848,869
The valuation of intangible assets was determined using an income approach methodology including the multi-period excess earnings method and the relief from royalty method. Level 3 inputs used in estimating future cash flows included terminal growth rates of 3%, a royalty rate of 1.5% for the Bally’s Intralot trade name and 15.0% for other acquired intangibles, discount rates between 7.5% and 8.5%, and operating cash flows. The projected future cash flows are discounted to present value using an appropriate discount rate. As of June 30, 2026 (Successor), the Company is in the process of completing its valuation of tangible and intangible assets and the allocation of the purchase price to net assets, including the allocation of goodwill to reporting units, which will be completed once the valuation process has been finalized.
21
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The Company incurred $1.6 million and $8.2 million of transaction-related expenses during the three and six months ended June 30, 2026 (Successor), respectively, and $7.2 million of transaction-related expenses during the three months ended June 30, 2025 and the period from February 8, 2025 to June 30, 2025 (Successor), both in connection with the transaction primarily related to legal and professional fees, which have been included within “General and administrative” in the condensed consolidated statements of operations.
Revenue of Bally’s Intralot attributable to Bally’s of $92.8 million and $188.1 million and net loss of Bally’s Intralot attributable to Bally’s of $43.4 million and $75.1 million have been included within the accompanying condensed consolidated statement of income for the three and six months ended June 30, 2026 (Successor), respectively.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information is presented to illustrate the estimated effects of the Intralot Transaction as if the transaction had occurred on January 1, 2024:
(in thousands) Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Pro forma revenue $ 756,432 $ 1,446,660
Pro forma net loss $ (227,225) $ (269,233)
The pro forma amounts include the historical operating results of the Company and Bally’s Intralot prior to the acquisition, with adjustments directly attributable to the Intralot Transaction including amortization expense of intangible assets, debt amortization expense and interest expenses. The unaudited pro forma financial information is not necessarily indicative of the results of operations that actually would have been achieved had the transaction been consummated as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the Intralot Transaction.
8. PROPERTY AND EQUIPMENT
Property and equipment, net was comprised of the following:
(in thousands) June 30, 2026 (Successor) December 31, 2025 (Successor)
Land and improvements(1)(2) $ 240,704 $ 98,527
Building and improvements(2) 182,756 712,236
Equipment 300,814 265,357
Furniture and fixtures 41,503 54,146
Construction in process 71,795 27,621
Total property, plant and equipment 837,572 1,157,887
Less: Accumulated depreciation(2) (134,191) (94,148)
Property and equipment, net $ 703,381 $ 1,063,739
__________________________________
(1) Includes $195.5 million as of June 30, 2026 (Successor) related to the City of New York conveyance arrangement.
(2) During the first quarter of 2026, the Company derecognized $65.6 million, $542.3 million, and $(13.5) million of Land and improvements, Building and improvements, and Accumulated depreciation, respectively, as part of the Bally’s Twin River sale-leaseback transaction with GLPI. Refer to Note 13 “Leases” for further information.
Depreciation expense relating to property and equipment was $22.4 million and $13.0 million for the three months ended June 30, 2026 and 2025 (Successor), respectively, and $51.1 million, $27.5 million and $7.6 million for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor), and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
22
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Bally’s New York
In November 2025, the Company entered into a conveyance arrangement with the City of New York, under which it obtained specific land and associated property interests for its New York development initiative when the transaction closed on February 12, 2026. The transaction was accounted for as an asset acquisition.
Upon closing, the Company recognized a $190.1 million land asset and a corresponding liability of $183.6 million for its obligation to fund specified capital improvements and related infrastructure associated with the conveyance arrangement. The liability was initially measured at fair value based on the present value of estimated future cash expenditures. The fair value was determined using level 3 inputs, including a discount rate of 6.6% and the Company’s estimates of cost to complete the committed capital spend. Accretion of the liability over the construction period is capitalized to the related land asset, and the liability is reduced as capital expenditures are incurred. Refer to Note 15 “Commitments and Contingencies” for additional information regarding the conveyance arrangement and related commitments.
As of June 30, 2026 (Successor), the Company’s current portion of the liability, recorded within Accrued and other current liabilities, was $8.6 million. The long-term portion of the liability, recorded within Other long-term liabilities was $180.1 million. The Company recorded $3.6 million and $5.4 million of accretion expense during the three and six months ended June 30, 2026 (Successor).
9. GOODWILL AND INTANGIBLE ASSETS
Goodwill by reportable segment is as follows:
(in thousands) June 30, 2026 (Successor) December 31, 2025 (Successor)
Casinos & Resorts $ 638,990 $ 642,055
Bally’s Intralot B2B(1) 976,265 994,179
Bally’s Intralot B2C 1,714,264 1,755,394
Corporate & Other 41,265 41,265
Total $ 3,370,784 $ 3,432,893
__________________________________
(1) Amounts are shown net of accumulated goodwill impairment charges of $73.3 million.
The change in intangible assets, net is as follows (in thousands):
Intangible assets, net as of December 31, 2025 (Successor) $ 3,000,983
Measurement period adjustments 20,634
Additions in current period 2,000
Effect of foreign exchange (40,473)
Software development costs 17,620
Amortization expense (138,035)
Intangible assets, net as of June 30, 2026 (Successor) $ 2,862,729
23
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The Company’s identifiable intangible assets consist of the following:
June 30, 2026 (Successor)
(in thousands) Gross Carrying Amount Accumulated Amortization Net
Amortizable intangible assets:
Trade names $ 141,724 $ (14,128) $ 127,596
Customer relationships 583,986 (143,067) 440,919
Developed technology 523,996 (89,557) 434,439
Internally developed software 48,415 (4,070) 44,345
Gaming licenses 1,281,780 (69,095) 1,212,685
Licensing asset 33,933 (3,769) 30,164
Backlog 303,113 (27,494) 275,619
Other 25,355 (6,393) 18,962
Total amortizable intangible assets 2,942,302 (357,573) 2,584,729
Intangible assets not subject to amortization:
Trade names 278,000 — 278,000
Total unamortizable intangible assets 278,000 — 278,000
Total intangible assets, net $ 3,220,302 $ (357,573) $ 2,862,729
December 31, 2025 (Successor)
(in thousands) Gross Carrying Amount Accumulated Amortization Net
Amortizable intangible assets:
Gaming licenses $ 1,279,780 $ (43,882) $ 1,235,898
Customer relationships 588,320 (91,471) 496,849
Developed technology 535,530 (53,724) 481,806
Backlog 297,551 (8,554) 288,997
Trade names 144,801 (8,628) 136,173
Licensing asset 34,902 (1,384) 33,518
Internally developed software 31,214 (1,351) 29,863
Other 25,412 (5,533) 19,879
Total amortizable intangible assets 2,937,510 (214,527) 2,722,983
Intangible assets not subject to amortization:
Trade names 278,000 — 278,000
Total unamortizable intangible assets 278,000 — 278,000
Total intangible assets, net $ 3,215,510 $ (214,527) $ 3,000,983
Amortization of intangible assets was approximately $69.3 million and $58.8 million for the three months ended June 30, 2026 and 2025 (Successor), and $138.0 million, $91.7 million and $14.8 million for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor), and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
24
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of June 30, 2026 (Successor):
(in thousands)
Remaining 2026 $ 148,429
2027 296,127
2028 274,595
2029 204,754
2030 179,866
Thereafter 1,480,958
Total $ 2,584,729
10. DERIVATIVE INSTRUMENTS
The Company utilizes derivative instruments in order to mitigate interest rate and currency exchange rate risk in accordance with its financial risk and liability management policy.
Cross Currency Swaps
Economic Hedges - The Company holds EUR-GBP and USD-GBP cross currency swaps as economic hedges, for which changes in fair value and the accrual of foreign currency and USD denominated coupons are recorded through earnings in Other non-operating (expense) income, net in the condensed consolidated statements of operations.
The following table summarizes the Company’s cross currency swap arrangements as of June 30, 2026 (Successor) and December 31, 2025 (Successor).
(in thousands) Hedge Designation Notional Sold Notional Purchased
Cross currency swaps Economic Hedge € 461,595 £ 387,531
Cross currency swaps Economic Hedge £ 546,759 $ 700,000
__________________________________
The notional aggregate amounts of $500.0 million and $200.0 million associated with these contracts are set to mature in October 2028 and October 2026, respectively.
Cash Flow Hedges
Interest Rate Contracts - The Company’s objectives in using interest rate derivatives are to hedge its exposure to variability in cash flows on a portion of its floating-rate debt, to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps and collars as part of its financial risk and liability management policy. The Company’s interest rate swaps and collars were designated as cash flow hedges under ASC 815.
Economic Hedges - During the first quarter of 2026, as a result of the paydown of the Term Loan Facility (as defined below) and issuance of the 2026 Term Loans (as defined below), the Company de-designated its Interest Rate Contracts as cash flow hedges and began recording changes in fair value of the derivative and the accrual of interest rate movements through earnings reported in Other non-operating (expense) income, net in the condensed consolidated statements of operations. At the time of de-designation, amounts in Accumulated other comprehensive income were frozen and will be amortized through Interest expense, net through the maturity date of the Interest Rate Contracts. In addition, as a result of the lower principal of the 2026 Term Loan Credit Facility compared to the notional amounts of the Interest Rate Contracts, a pro-rata amount of accumulated other comprehensive loss was recorded in Other non-operating (expense) income, net in the condensed consolidated statements of operations.
As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the notional value of the Company’s Interest Rate Contracts was $1.5 billion. Refer to Note 11 “Fair Value Measurements” for further information.
25
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Total Return Equity Swap
On June 15, 2026, Bally’s Intralot entered into a total return equity swap agreement (the “TRS”) with a financial institution (the “Counterparty”) referencing the ordinary shares of Bally’s Intralot listed on the Euronext Athens exchange. Over a term of up to 12 months, the Counterparty is expected to purchase up to 62,500,000 ordinary shares of Bally’s Intralot on the open market, subject to a maximum aggregate amount of €50.0 million and a per-share price collar of €0.80 to €1.50. The TRS is expected to be settled at maturity by Bally’s Intralot paying cash to the Counterparty, and receiving the Bally’s Intralot shares from those purchased by the Counterparty. The Company will pay a floating interest rate plus a spread on the notional purchases made through the TRS maturity. The TRS conditionally obligates the Company to repurchase Bally’s Intralot shares by transferring assets, and as such, the TRS is in the scope of ASC 480, Distinguishing Liabilities from Equity, initially recognized at fair value with subsequent changes in fair value through earnings in Other non-operating (expense) income, net in the condensed consolidated statements of operations. As of June 30, 2026 (Successor), the fair value of the TRS was not material to the Company’s consolidated financial position.
11. 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:
June 30, 2026 (Successor)
(in thousands) Balance Sheet Location Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents Cash and cash equivalents $ 390,184 $ — $ —
Restricted cash Restricted cash 97,587 — —
Investment in The Star Other assets 158,402 — —
Investment in GLPI partnership Other assets — 33,702 —
The Star paid-in-kind interest Other assets — 4,809 —
Derivative assets not designated as hedging instruments:
Cross currency swaps Prepaid expenses and other current assets — 2,789 —
Cross currency swaps Other assets — 2,758 —
Interest rate contracts Prepaid expenses and other current assets — 73 —
Interest rate contracts Other assets — 183 —
Total derivative assets at fair value — 5,803 —
Total assets $ 646,173 $ 44,314 $ —
Liabilities:
Contingent consideration Other long-term liabilities $ — $ — $ 8,885
Derivative liabilities not designated as hedging instruments:
Cross currency swaps Accrued and other current liabilities — 12,554 —
Cross currency swaps Other long-term liabilities — 41,235 —
Interest rate contracts Accrued and other current liabilities — 2,565 —
Interest rate contracts Other long-term liabilities — 3,488 —
Total derivative liabilities at fair value — 59,842 —
Total liabilities $ — $ 59,842 $ 8,885
26
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
December 31, 2025 (Successor)
(in thousands) Balance Sheet Location Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents Cash and cash equivalents $ 798,423 $ — $ —
Restricted Cash Restricted cash 108,263 — —
Investment in GLPI partnership Other assets — 18,946 —
Investment in The Star Other assets 301,285 — —
Derivative assets not designated as hedging instruments:
Cross currency swaps Prepaid expenses and other current assets — 3,975 —
Cross currency swaps Other assets — 1,111 —
Total derivatives at fair value — 5,086 —
Total assets $ 1,207,971 $ 24,032 $ —
Liabilities:
Contingent consideration Accrued and other current liabilities $ — $ — $ 115,000
Contingent consideration Other long-term liabilities — — 8,885
Derivatives not designated as hedging instruments
Cross currency swaps Accrued and other current liabilities — 17,643 —
Cross currency swaps Other long-term liabilities — 51,716 —
Derivative liabilities designated as hedging instruments:
Interest rate contracts Accrued and other current liabilities — 9,166 —
Interest rate contracts Other long-term liabilities — 29,854 —
Total derivative liabilities at fair value — 108,379 —
Total liabilities $ — $ 108,379 $ 123,885
The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:
Contingent Consideration Liability
(in thousands)
Beginning as of December 31, 2025 (Successor) $ 123,885
Payments in period (115,000)
Ending as of June 30, 2026 (Successor)(1) $ 8,885
__________________________________
(1) There was no change in fair value during the three and six months ended June 30, 2026 (Successor).
27
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The Star Investment
(in thousands) Sinclair Performance Warrant Liability Contingent Consideration Liability Subordinated Notes Convertible Notes Forward Obligation Asset
Beginning as of December 31, 2024 (Predecessor) $ 58,668 $ 59,923 $ — $ — $ —
Change in fair value 1,180 786 — — —
Ending as of February 7, 2025 (Predecessor) $ 59,848 $ 60,709 $ — $ — $ —
Beginning as of February 8, 2025 (Successor) $ — $ 60,709 $ — $ — $ —
Change in fair value — — — — —
Ending as of March 31, 2025 (Successor) — 60,709 — — —
Additions in the period (acquisition fair value) — — 70,291 13,429 —
Change in fair value — 1,675 11,655 2,485 6,728
Effect of foreign exchange — — 3,032 1,239 173
Ending as of June 30, 2025 (Successor) $ — $ 62,384 $ 84,978 $ 17,153 $ 6,901
The fair value gains (losses) recognized in the condensed consolidated statements of operations for derivative instruments were as follows:
Condensed Consolidated Statements of Operations Location Successor Predecessor
(in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Derivatives not designated as hedging instruments
Sinclair Performance Warrants Other non-operating (expense) income, net $ — $ — $ — $ — $ (1,180)
Cross Currency Swaps Other non-operating (expense) income, net (5,965) 6,602 16,767 6,823 50
Interest rate contracts Other non-operating (expense) income, net 12,281 — 24,175 — —
Derivatives designated as hedging instruments
Interest rate contracts Interest expense, net $ — $ 898 $ 4,692 $ 1,383 $ (105)
Cross currency swaps Interest expense, net — 1,036 — 1,405 7
Derivative Instruments
The fair values of interest rate contracts and cross currency swap assets and liabilities are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on estimates using currency spot and forward rates and standard pricing models that consider the value of future cash flows as of the balance sheet date, discounted to a present value using discount factors that match both the time to maturity and currency of the underlying instruments. These standard pricing models utilize inputs that are derived from or corroborated by observable market data such as interest rate yield curves as well as currency spot and forward rates. When designated as hedging instruments, changes in the fair value of these contracts are reported as a component of Other comprehensive income (loss). When not designated as hedging instruments, changes in fair value of these contracts are reported within Other non-operating (expense) income, net in the condensed consolidated statements of operations.
28
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Contingent Consideration
In connection with the acquisition of Bally’s Golf Links on September 12, 2023 (Predecessor), the purchase price included future cash payments totaling up to $125 million to the seller, based upon future events, which were uncertain at the time of acquisition. The Company recorded contingent consideration at fair value as a liability on the acquisition date, which was subsequently remeasured at each reporting date within “Other, non-operating expenses, net” in the condensed consolidated statements of operations. The contingent consideration was valued at $8.9 million and $123.9 million as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively. Level 3 inputs to this valuation approach included the Company’s estimated probabilities of achieving the conditions for payment, expected terms between 1.5 and 3 years, and discount rates between 7.2% and 7.8%. During the first quarter of 2026, the contingency related to $115 million of the $125 million total payments was resolved and paid.
Investment in GLPI Partnership
The Company holds a limited partnership interest in GLP Capital, L.P., the operating partnership of GLPI. The investment is reported at fair value based on Level 2 inputs, with changes to fair value included within Other non-operating (expense) income, net of the condensed consolidated statements of operations.
Long-Term Debt
The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of the Company’s long-term debt are net of debt issuance costs, debt discounts and fair value adjustments. Refer to Note 12 “Long-Term Debt” for further information.
June 30, 2026 (Successor) December 31, 2025 (Successor)
(in thousands) Carrying Amount Fair Value Carrying Amount Fair Value
2026 Term Loans $ 1,055,021 $ 1,100,000 $ — $ —
Term Loan Facility — — 1,408,953 1,458,438
Intralot British Term Loan 528,937 519,072 537,234 519,315
Intralot Greek Term Loan 228,441 221,849 234,962 230,370
Intralot 6.00% Retail Bond due 2029 152,166 151,961 157,214 155,022
5.625% Senior Notes due 2029 599,008 522,287 580,494 562,500
5.875% Senior Notes due 2031 530,770 463,050 517,458 484,181
Intralot 6.75% Senior Secured Notes due 2031 688,733 695,863 708,787 699,706
Intralot Supplemental Indenture 2,368 2,368 2,436 2,436
Intralot Floating Rate Senior Notes due 2031 343,263 345,941 353,119 347,858
29
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
12. LONG-TERM DEBT
Long-term debt consisted of the following:
Outstanding Balance
($ in thousands) June 30, 2026 (Successor) December 31, 2025 (Successor) Issuance Date Maturity Date
2026 Term Loans(1) $ 1,109,518 $ — 2/11/2026 2/11/2031
Term Loan Facility — 1,472,594 10/1/2021 n/a
Intralot British Term Loan 530,277 538,720 10/8/2025 10/8/2031
Intralot Greek Term Loan 228,441 234,962 10/8/2025 10/8/2029
Revolving Credit Facility 303,750 — 10/1/2021 various
Intralot Revolving Credit Facility 74,243 — 10/3/2025 7/1/2030
Intralot Greek Retail Bond 148,487 152,726 2/28/2024 2/27/2029
Fixed Rate Senior Notes:
2029 Notes 750,000 750,000 8/20/2021 9/1/2029
2031 Notes 735,000 735,000 8/20/2021 9/1/2031
Intralot Fixed Rate Notes 685,323 704,886 9/25/2025 10/15/2031
Intralot Floating Rate Notes(2) 342,661 352,443 9/25/2025 10/15/2031
Intralot Supplemental Indenture 2,368 2,436 8/3/2021 9/15/2050
Less: Unamortized original issue discount (51,969) —
Less: Unamortized fair value adjustment(3) (351,399) (443,110)
Long-term debt, including current portion 4,506,700 4,500,657
Less: Current portion of 2026 Term Loans, Term Loan Facility and Intralot Greek Term Loan (39,977) (37,344)
Long-term debt, net of discount and deferred financing fees; excluding current portion $ 4,466,723 $ 4,463,313
__________________________________
(1) If the Company’s 2029 Notes remain outstanding as of March 1, 2029, the maturity date of the 2026 Term Loans will be March 1, 2029.
(2) The variable interest rate was 6.824% and 6.526% as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively.
(3) Represents the adjustment to recognize the Company’s existing debt at fair value in the Merger, as well as the fair value adjustment to the Company’s assumed Bally’s Intralot debt in connection with the Intralot Transaction. These adjustments are amortized through Interest expense, net using the effective interest method.
A portion of the Company’s outstanding Long-term debt is denominated in foreign currency and is remeasured into USD at each balance sheet date. The outstanding principal balance of the Company’s foreign denominated debt instruments consisted of the following:
Outstanding Principal Balance
(in thousands) Principal Currency June 30, 2026 (Successor) December 31, 2025 (Successor)
Intralot British Term Loan GBP £ 400,000 £ 400,000
Intralot Greek Term Loan EUR € 200,000 € 200,000
Intralot Revolving Credit Facility EUR € 65,000 € —
Intralot Greek Retail Bond EUR € 130,000 € 130,000
Intralot Fixed Rate Notes EUR € 600,000 € 600,000
Intralot Floating Rate Notes EUR € 300,000 € 300,000
Intralot Supplemental Indenture EUR € 2,073 € 2,073
30
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Unsecured Notes
In 2021, certain unrestricted subsidiaries (together, the “Escrow Issuers”) of the Company issued, pursuant to an indenture (the “Senior Notes Indenture”), $750.0 million aggregate principal amount of 5.625% senior notes due in 2029 (the “2029 Notes”) and $750.0 million aggregate principal amount of 5.875% senior notes due in 2031 (the “2031 Notes” and, together with the 2029 Notes, the “Senior Notes”). The Senior Notes are guaranteed, jointly and severally, by certain of the Company’s restricted subsidiaries that guarantee the Company’s obligations under its Credit Agreement (as defined below).
The Company may redeem some or all of the 2031 Notes at any time prior to September 1, 2026, at prices equal to 100% of the principal amount of the 2031 Notes to be redeemed plus certain “make-whole” premiums, plus accrued and unpaid interest, and may redeem the 2029 Notes at any time, and the 2031 Notes at any time on or after September 1, 2026, at certain redemption prices plus accrued and unpaid interest.
Credit Facility
In 2021, the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) 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 was to mature in 2028, and a senior secured revolving credit facility in an aggregate principal amount of $620.0 million (the “Revolving Credit Facility”).
In February 2026, in connection with the issuance of the 2026 Term Loan Credit Facility described below, the Company repaid in full the remaining outstanding balance under its Term Loan Facility, paying $1.48 billion in cash for a $1.47 billion pay off of principal and $5.9 million settlement of accrued interest, and recognized a $63.4 million loss on extinguishment of debt which represents the unamortized fair value adjustment as of the repayment date.
The Revolving Credit Facility is 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.
In January 2026, the Third Amendment to the Credit Agreement (“Amendment No. 3”) and the Incremental Joinder Agreement, which were executed in the third quarter of 2025, became effective. Upon effectiveness of these amendments, certain covenants and pricing provisions of the Revolving Credit Facility were revised, certain step downs in commitments were agreed, and its maturity was disaggregated into two tranches with portions maturing in October 2026 and October 2028, respectively. During the second quarter of 2026, the Company further amended the Credit Agreement, which increased the interest rate margins applicable to revolving loans and swingline loans.
In February 2026, total commitments under the Revolving Credit Facility were reduced to approximately $519.3 million following certain commitment reductions, including reductions in connection with the Bally’s Twin River sale-leaseback transaction, which were partially offset by incremental commitments. Effective October 2026, following the partial maturity of the revolver and other contractual step downs, total availability under the Company’s Revolving Credit Facility will be further reduced to approximately $319 million. As of June 30, 2026 (Successor), there was $195.8 million available under the Company’s Revolving Credit Facility.
The Credit Agreement allows the Company to 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 $325.0 million and 50% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio.
The Company’s Revolving Credit Facility bears interest at a rate equal to, at the Company’s option, either (1) the term Secured Overnight Financing Rate (“SOFR”), adjusted for certain additional costs and subject to a floor of 0.00% or (2) a base rate determined by reference to the greatest of (a) the federal funds rate plus 0.50%, (b) the prime rate, (c) the one-month SOFR rate plus 1.00%, and (d) 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 quarterly commitment fee of either 0.50% or 0.375%, with the applicable commitment fee determined based on the Company’s total net leverage ratio.
31
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
2026 Term Loans
On February 11, 2026, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into a new term loan credit facility (the “2026 Term Loan Credit Facility”), providing for $1.1 billion of senior secured term loans (the “2026 Term Loans”). Borrowings under the 2026 Term Loan Credit Facility bear interest, at the Company’s option, at either (i) an alternate base rate, subject to a 3.0% floor, plus a margin of 6.5% per annum, or (ii) Term SOFR, subject to a 3.0% floor, plus a margin of 7.5% per annum. The Company may elect to pay a portion of the accrued interest on the 2026 Term Loans in kind, up to 3.5% per annum.
The 2026 Term Loans are guaranteed by certain of the Company’s restricted subsidiaries and are secured by substantially all assets of the Company and the guarantors, subject to certain exceptions. The 2026 Term Loans are secured on a pari passu basis with the obligations under the Company’s Revolving Credit Facility.
Intralot Greek Retail Bond
In 2024, Bally’s Intralot established a common bond loan program (the “Intralot Greek Retail Bond”) for the issuance of up to €130.0 million aggregate principal amount of bonds, with a minimum issuance of €120.0 million. The bonds admitted to trading on the Fixed Income Securities category of the Regulated Market of Euronext Athens.
The bonds bear interest at a fixed rate of 6.00% per annum, payable semi-annually, which will remain fixed throughout the duration of the bonds. Upon its maturity, Bally’s Intralot will be required to repay the principal in full, together with outstanding accrued interest and any other amounts payable. Bally’s Intralot may redeem all or a portion of the bonds, subject to a minimum redemption amount of €15.0 million and a requirement that at least €50.0 million in aggregate principal amount remain outstanding after any partial redemption.
The Intralot Greek Retail Bond is an unsecured obligation of Bally’s Intralot, with the benefit of a first-priority pledge over a designated bond loan collateral account. The bonds rank pari passu with the claims of all other unsecured creditors of Bally’s Intralot, with the exception of claims that have a statutory privilege. The Intralot Greek Retail Bond is not guaranteed by any of Bally’s Intralot’s subsidiaries.
In the event of a change of control, each bondholder has the right to require Bally’s Intralot to repurchase part or all of such bondholder’s bonds at a price equal to 101% of the nominal value, plus accrued and unpaid interest and any additional amounts.
Intralot Greek Term Loan
Intralot Capital Luxembourg S.A. (“Intralot Capital”), a wholly owned indirect subsidiary of the Company, is a party to a Senior Facilities Agreement (the “Intralot Greek Term Loan”) with various lenders, providing for an amortizing term loan facility in an aggregate amount up to €200.0 million.
The Intralot Greek Term Loan bears interest at a fixed rate equal to 7.0% per annum and requires semi-annual principal repayments plus accrued interest through maturity. The Intralot Greek Term Loan is secured by substantially all assets of Intralot Capital and the guarantors party thereto, subject to certain exceptions. Subject to an intercreditor agreement, Intralot Greek Term Loan carries the same security priority as other senior secured obligations of Intralot Capital.
Intralot British Term Loan
Intralot Capital is a party to a Senior Facilities Agreement (the “Intralot British Term Loan”) with various lenders and agents, providing for a term loan facility in an aggregate principal amount of £400.0 million. The Intralot British Term Loan is secured by first-ranking security interests, including pledges of shares in Intralot Capital and material subsidiaries of Intralot and, in certain jurisdictions, security over substantially all assets of the obligors. The Intralot British Term Loan bears interest at a rate equal to SONIA (Sterling Overnight Index Average) plus a margin of 5.5%. Interest periods may be one, three, or six months, or such other periods as agreed among the parties, with accrued interest payments made on the last day of each interest period.
32
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Intralot Notes
Intralot Capital has issued €600 million aggregate principal amount of Senior Secured Fixed Rate Notes (the “Intralot Fixed Rate Notes”) and €300 million aggregate principal amount of Senior Secured Floating Rate Notes (the “Intralot Floating Rate Notes” and, together with the Intralot Fixed Rate Notes, the “Intralot Notes”), pursuant to an indenture (the “Intralot Indenture”) among Intralot Capital, Bally’s Intralot, and its subsidiaries, as guarantor.
The Intralot Floating Rate Notes bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR (subject to a 0% floor) plus 4.500%, payable quarterly, commencing on February 28, 2026. The Intralot Fixed Rate Notes bear interest at a rate of 6.75% per annum, that became payable semi-annually, commencing on April 15, 2026.
The Intralot Notes are senior secured obligations of Intralot Capital, secured by first-ranking security interests (to the extent legally possible) over the share of obligors and material subsidiaries, structural intercompany receivables, and to the extent customary in the applicable jurisdiction, substantially all assets of the obligors. Enforcement of security is subject to an intercreditor agreement, and the Intralot Notes may share collateral on an equal ranking or junior basis with other permitted indebtedness as described in the Intralot Indenture. The Intralot Notes are unconditionally guaranteed, jointly and severally, by Bally’s Intralot and future guarantors that is required to become a guarantor under the Intralot Indenture. The guarantees are subject to customary limitations under applicable law.
The Intralot Fixed Rate Notes may be redeemed at the option of Intralot Capital, in whole or in part, at any time on or after October 15, 2027, at determined redemption prices over time, plus accrued and unpaid interest. Prior to October 15, 2027, Intralot Capital may redeem the Intralot Fixed Rate Notes at a premium, which is the greater of (a) 1% of the outstanding principal amount and (b) the present value of the redemption price at October 15, 2027 plus all required interest payments through that date, computed using a discount rate equal to the Bund Rate plus 50 basis points, over the outstanding principal amount.
The Intralot Floating Rate Notes may be redeemed at the option of Intralot Capital at any time on or after October 15, 2026, at a redemption price equal to 100.0% of the principal amount redeemed plus accrued and unpaid interest.
In addition, prior to October 15, 2027 (in the case of Intralot Fixed Rate Notes) or October 15, 2026 (in the case of Intralot Floating Rate Notes), Intralot Capital may redeem up to 40% of the aggregate principal amount of the Intralot Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 106.750% (in the case of Intralot Fixed Rate Notes) of the principal amount plus accrued and unpaid interest, subject to certain conditions, including that at least 50% of the original aggregate principal amount of the Intralot Notes must remain outstanding immediately after each such redemption. The Intralot Notes are not convertible into equity securities of Intralot Capital or any other entity.
Intralot Revolving Credit Facility
Intralot Capital is a party to a Super Senior Revolving Credit Facility Agreement (the “Intralot Credit Agreement”) with various lenders and agents, providing for total permitted revolving credit commitments in an aggregate principal amount equal to the greater of €190.0 million and 40% of Intralot’s four-quarter consolidated EBITDA, with current commitments totaling €160.0 million (the “Intralot Revolving Credit Facility” and, together with the Intralot Greek Term Loan and Intralot British Term Loan, the “Intralot Credit Facilities”).
The Intralot Revolving Credit Facility bears interest at the applicable reference rate plus a margin of 4.50% per annum, subject to future leverage-based adjustments ranging from 4.75% to 3.75% based on Bally’s Intralot’s senior secured net leverage ratio, and matures on July 1, 2030. A commitment fee equal to 30% of the applicable margin on unused commitments is paid by Intralot Capital quarterly in arrears. Additionally, letter of credit fees are calculated as the applicable margin for revolving loans plus an annual fronting fee of 0.125%.
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BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Subsequent Bally’s Intralot Financing
On July 27, 2026, Bally’s Intralot, through its subsidiary, Intralot Capital, signed a senior secured sterling term facilities agreement for £261.8 million. The new term financing will be drawn in two term loan tranches with a tenor of three years, and is guaranteed and secured on a senior basis by certain subsidiaries of Bally’s Intralot in line with the Bally’s Intralot’s existing senior secured financing arrangements. The Bally’s Intralot intends to use the funds for general corporate and working capital purposes, including its acquisition plans and refinancing of other debt.
Debt Maturities
As of June 30, 2026 (Successor), the contractual annual principal maturities of long-term debt, including the Revolving Credit Facility, are as follows:
(in thousands)
Remaining 2026 $ 95,670
2027 45,688
2028 282,323
2029 1,006,996
2030 74,243
Thereafter 3,405,148
$ 4,910,068
Debt Covenants
The Senior Notes Indenture, Revolving Credit Facility and 2026 Term Loan Credit Facility contain covenants, which are subject to exceptions and qualifications, 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. Additionally, the Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when utilization under the Revolving Credit Facility exceeds 25% of the total revolving commitment.
The Intralot Indenture and the Intralot Credit Facilities contain customary restrictive covenants, including limitations on incurring additional indebtedness and the issuance of disqualified stock and preferred stock, restricted payments, liens, asset sales, and transactions with affiliates; and reporting requirements. The financial covenants include the maintenance of a senior secured net leverage ratio, tested quarterly, as well as a total net leverage ratio not exceeding 4.75:1.00.
If the Intralot Notes or Intralot Credit Facilities obtain investment grade ratings from two rating agencies and no default has occurred and is continuing, certain of these covenants will be suspended. Upon a reversion date (when the instruments no longer maintain investment grade ratings from two rating agencies), the suspended covenants will be reinstated with respect to future events. Bally’s Intralot’s debt agreements contain customary cross-default and cross-acceleration provisions.
In May 2026, the Required Revolving Lenders and Administrative Agent under the Company’s Revolving Credit Facility conditionally waived compliance with the consolidated net leverage ratio covenant for each fiscal quarter ending during the period commencing March 31, 2026 through the earlier of (i) the Company’s election to terminate the waiver upon certifying compliance with the covenant as of the most recently ended fiscal quarter, or (ii) the date immediately preceding the delivery of the compliance certificate for the quarter ending March 31, 2027 (the “Covenant Waiver Period”). The waiver remains subject to the Company’s ongoing satisfaction of certain liquidity maintenance requirements, restrictions on additional secured indebtedness, compliance with the covenants under the Company’s Term Loan Facility and agreement to enter into an amendment to the Revolving Credit Facility within a specified period in order to incorporate certain covenants from the Company’s Term Loan Facility. Failure to satisfy any such condition will result in automatic termination of the waiver and reinstatement of the covenant in full force and effect.
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BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
As of June 30, 2026 (Successor), the Company was in compliance with all covenants under its debt agreements and there were no defaults in principal, interest, sinking fund, or redemption provisions with respect to any of its outstanding indebtedness. Except as noted above with respect to the waiver of the consolidated first lien net leverage ratio covenant under the Company’s Revolving Credit Facility, no waivers of acceleration or covenant violations were in effect as of June 30, 2026 (Successor). Except as described in Note 2 “Summary of Significant Accounting Policies”, the Company expects to be in compliance with all applicable covenants for the next twelve months.
13. 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 $2.39 billion and $1.93 billion as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively, and right of use assets of $2.23 billion and $1.77 billion as of June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively, which were included in the condensed consolidated balance sheets.
GLPI Master Leases
The Company leases certain properties from GLPI under three separate master lease agreements, the “Master Lease,” the “Master Lease No. 2,” and the “Queen Master Lease.” All components of these master lease agreements are accounted for as operating leases within the provisions of ASC 842, Leases (“ASC 842”), over the lease term or until a re-assessment event occurs.
On February 11, 2026, the Company completed the sale-leaseback of the land and real estate assets of Bally’s Twin River to GLPI for total consideration of $700.0 million. The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds was used to reduce the Company’s debt. In connection with this transaction, the Bally’s Twin River property was added to Master Lease No. 2, increasing minimum annual payments by $56.0 million, and with annual escalations and extension options disclosed above. During the first quarter of 2026, the Company recorded a gain of $105.8 million, within Gain on sale-leaseback in the condensed consolidated statements of operations, representing the difference in the transaction price and the derecognition of assets.
In addition to the properties under the master leases explained above, the Company leases land associated with Tropicana Las Vegas under a ground lease established with GLPI, which is also accounted for as an operating lease within the provisions of ASC 842, over the lease term or until a re-assessment event occurs.
Chicago MLA
On July 17, 2025, the Company entered into a new master lease agreement with GLPI (the “Chicago MLA”), that amended the previously existing ground lease for the property on which the Company is developing its Chicago Permanent Facility and a development agreement with GLPI (the “Chicago Development Agreement”) pursuant to which GLPI has committed to advance up to $940.0 million (the “GLPI Development Advances”) for the payment of hard costs used to construct the Chicago Permanent Facility in exchange for increasing the amount of rent payable to GLPI under the Chicago MLA.
Under the Chicago Development Agreement, as construction occurs, the Company recognizes a construction receivable on the condensed consolidated balance sheets due from GLPI. To the extent costs exceed the amount to be reimbursed by GLPI, such costs are considered prepaid rent, which will be added to the associated operating lease right of use asset once the lease commences. As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the prepaid rent balance, classified within Other assets, was $222.7 million and $175.8 million, respectively.
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BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Components of lease expense, included within General and administrative in the condensed consolidated statements of operations, for operating leases were as follows:
Successor Predecessor
(in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Operating leases:
Operating lease cost $ 76,149 $ 59,454 $ 144,784 $ 93,474 $ 21,714
Variable lease cost 2,649 2,389 5,163 4,128 1,238
Operating lease expense 78,798 61,843 149,947 97,602 22,952
Short-term lease expense 5,894 7,063 12,050 10,446 2,393
Total lease expense $ 84,692 $ 68,906 $ 161,997 $ 108,048 $ 25,345
Supplemental cash flow and other information related to operating leases are as follows:
Successor Predecessor
(in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Cash paid for amounts included in the lease liability - operating cash flows from operating leases $ 73,299 $ 62,141 $ 138,964 $ 80,625 $ 30,843
Right of use assets obtained in exchange for operating lease liabilities 6,728 22,977 516,640 22,977 —
GLPI Development Advances received 176,085 — 274,034 — —
June 30, 2026 (Successor) December 31, 2025 (Successor)
Weighted average remaining lease term 14.9 years 15.6 years
Weighted average discount rate 7.5 % 7.3 %
As of June 30, 2026 (Successor), future minimum lease payments under noncancellable operating leases are as follows:
(in thousands) June 30, 2026 (Successor)
Remaining 2026 $ 142,594
2027 292,327
2028 289,686
2029 290,399
2030 292,158
Thereafter 2,816,119
Total lease payments 4,123,283
Less: present value discount (1,731,016)
Lease obligations(1) $ 2,392,267
__________________________________
(1) Total lease obligations exclude future minimum lease payments under the Chicago MLA, which has not yet commenced as of June 30, 2026 (Successor).
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BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Lessor
The Company leases its hotel rooms to patrons. Hotel leasing arrangements vary in duration but are short-term in nature. Additionally, the Company leases lottery equipment to government lottery commissions in conjunction with providing related operations, maintenance, and support services. These arrangements are priced either as (i) a fixed fee per machine per period or (ii) a variable fee based on a percentage of the lottery organization’s gross ticket sales.
The Company recorded lessor revenues in “Non-gaming revenue” of $46.5 million and $33.7 million for the three months ended June 30, 2026 and 2025 (Successor), respectively, and $88.2 million, $52.4 million and $11.0 million for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
14. 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 June 30, 2026 (Successor) and December 31, 2025 (Successor), $95.5 million was available for use under the capital return program. There was no share repurchase activity under the capital return program and no cash dividends paid during all periods presented in the Company’s condensed consolidated financial statements.
Preferred Stock
The Company has authorized the issuance of up to 10 million shares of $0.01 par value preferred stock. As of June 30, 2026 (Successor) and December 31, 2025 (Successor), no shares of preferred stock have been issued.
Shares Outstanding
As of June 30, 2026 (Successor), the Company had 48,988,040 common shares issued and outstanding. Certain awards under the Company’s equity incentive plans, as well as penny warrants issued in connection with its strategic business transactions, are expected to result in the issuance of common shares in future periods, with the penny warrants being contingent on their exercise. These incremental shares are summarized below:
Penny Warrants 11,619,725
Outstanding awards under Equity Incentive Plans 2,897,120
14,516,845
37
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Accumulated Other Comprehensive Income
The following tables reflect the changes in Accumulated other comprehensive income by component:
Successor
(in thousands) Foreign Currency Translation Adjustment Benefit Plans Cash Flow Hedges(1) Net Investment Hedges Total
Accumulated other comprehensive income (loss) as of December 31, 2025 (Successor) $ 126,567 $ 18 $ (16,729) $ (40,435) $ 69,421
Other comprehensive loss before reclassifications (19,142) — (2,940) — (22,082)
Reclassifications from accumulated other comprehensive income (loss)(2)(3) — — 7,248 — 7,248
Tax effect 4,195 — (1,078) 60 3,177
Net current period other comprehensive (loss) income (14,947) — 3,230 60 (11,657)
Amount attributable to non-controlling interest 4,496 — — — 4,496
Accumulated other comprehensive income (loss) as of June 30, 2026 (Successor) $ 116,116 $ 18 $ (13,499) $ (40,375) $ 62,260
__________________________________
(1) As of June 30, 2026 (Successor), approximately $8.1 million of existing gains and losses are estimated to be reclassified into earnings within the next 12 months.
(2) Includes $7.5 million reclassification due to de-designation of its interest rate contracts as cash flow hedges. Refer to Note 10 “Derivative Instruments” for further information.
Predecessor
(in thousands) Foreign Currency Translation Adjustment Benefit Plans Cash Flow Hedges Net Investment Hedges Total
Accumulated other comprehensive (loss) income as of December 31, 2024 (Predecessor) $ (261,745) $ 1,746 $ (8,189) $ 7,921 $ (260,267)
Other comprehensive (loss) income before reclassifications (13,097) — 1,425 3,655 (8,017)
Reclassifications from accumulated other comprehensive (loss) income to earnings — — (105) 7 (98)
Tax effect — — (352) (976) (1,328)
Net current period other comprehensive (loss) income (13,097) — 968 2,686 (9,443)
Amount attributable to non-controlling interest — — — — —
Accumulated other comprehensive (loss) income as of February 07, 2025 (Predecessor) $ (274,842) $ 1,746 $ (7,221) $ 10,607 $ (269,710)
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BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Successor
(in thousands) Foreign Currency Translation Adjustment Cash Flow Hedges Net Investment Hedges Total
Accumulated other comprehensive (loss) income as of February 8, 2025 (Successor) $ — $ — $ — $ —
Other comprehensive income (loss) before reclassifications 198,030 (28,414) (72,670) 96,946
Reclassifications from accumulated other comprehensive income (loss) to earnings — 1,383 1,405 2,788
Tax effect (52,548) 7,203 18,990 (26,355)
Net current period other comprehensive income (loss) 145,482 (19,828) (52,275) 73,379
Amount attributable to non-controlling interest — — — —
Accumulated other comprehensive income (loss) as of June 30, 2025 (Successor) $ 145,482 $ (19,828) $ (52,275) $ 73,379
15. 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 condensed 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.
New York Conveyance Agreement
On November 17, 2025, the Company entered into a Conveyance Agreement (the “Conveyance Agreement”) with the City of New York (the “City”) and Bally’s New York Operating Company, LLC, a Delaware limited liability company and a subsidiary of the Company (“Bally’s New York”). Pursuant to the Conveyance Agreement, the City agreed to (i) dispose of certain parkland property interests to Bally’s New York (the “Development Parcel”), (ii) alienate certain parkland in order to grant Bally’s New York a non-exclusive easement over such lands for purposes of accessing the Development Parcel and (iii) discontinue certain lands as parkland and alienate and transfer jurisdiction of such lands to the City’s Department of Transportation for use as public roadways (the “Ring Road Parcel”) to facilitate access to the Development Parcel and so the Development Parcel may be used by the Company for a gaming facility.
The closing of the transactions contemplated by the Conveyance Agreement occurred in February 2026 and was contingent upon, among other things, (i) Bally’s New York’s agreement to (a) make certain capital improvements to Ferry Point Park in the Bronx, New York with a fair market value of approximately $161.0 million and (b) to deliver security instruments to the City to secure the performance and completion of such capital improvements, (ii) the Company being awarded a downstate gaming facility license from the New York State Gaming Commission, (iii) payment by Bally’s New York to the City’s Department of Parks & Recreation of an administrative fee in the amount of $1.0 million, (iv) Bally’s New York’s agreement to pay for all costs and expenses for the development and mapping of the Ring Road Parcel and (v) Bally’s New York’s payment of real property transfer taxes with respect to the transactions contemplated by the Conveyance Agreement. Additionally, as part of the conditions for closing of the Conveyance Agreement, Bally’s New York amended its License Agreement and Licensor Consent with the City, which includes an obligation for Bally’s New York to design and construct a new permanent clubhouse for the golf course on the licensed property.
39
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
New York Gaming License Commitments
In December 2025, the Company was awarded one of New York State’s three downstate commercial casino licenses for its planned Bally’s Bronx project, requiring the Company to pay a $500.0 million license fee, which was paid during the first quarter of 2026, as well as post a bond or cash deposit equal to 5% of the total project investment. The Company must also implement its community benefit commitments, including periodic public reporting, and has engaged an independent Compliance Monitoring Team, approved by the New York State Gaming Commission, to oversee regulatory, anti‑money‑laundering, and community‑benefit compliance.
Capital Expenditure Commitments
Bally’s Twin River - Pursuant to the terms of the Regulatory Agreement in Rhode Island, the Company is committed to invest $100.0 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. As of June 30, 2026 (Successor), approximately $39.0 million of the commitment remains.
Bally’s Chicago - Pursuant to the Host Community Agreement with the City of Chicago, the Company’s indirect subsidiary is required to spend at least $1.34 billion on the design, construction and outfitting of the temporary casino and the permanent resort and casino. As of June 30, 2026 (Successor), approximately $400.0 million of this commitment remains. The Company anticipates that the total development costs attributable to the project will exceed its contractual obligations pursuant to the Host Community Agreement. As certain underlying contracts have yet to be executed, a reasonable estimate of the excess costs cannot be determined as of the date of issuance of these condensed consolidated financial statements.
City of Chicago Guaranty
In connection with the Host Community Agreement, entered into 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 agreed to indemnify the City of Chicago against any and all liability, claim or reasonable and documented expense the City of Chicago may suffer or incur by reason of any nonperformance of any of the Developer’s obligations.
Bally’s Chicago Casino Fees
Under the Illinois Gambling Act, the Company will be responsible to pay the Illinois Gaming Board a reconciliation fee payment three years after the date operations commenced (in a temporary or permanent facility) in an amount equal to 75% of the adjusted gross receipt (“AGR”) for the most lucrative 12-month period of operations, minus the amount equal to the initial payment per gaming position paid.
Performance and other bonds
Certain contracts require the Company to provide a surety bond as a guarantee of performance for the benefit of customers. These bonds give beneficiaries the right to obtain payment and/or performance from the issuer of the bond if certain specified events occur. In the case of performance bonds, such events include the Company’s failure to perform its required obligations under the applicable contracts. In general, the Company would only be liable for these guarantees in the event of breach of its obligations and failure to perform under each applicable contract, which the Company determined is not probable. Accordingly, no liability has been recorded as of June 30, 2026 (Successor) and December 31, 2025 (Successor) related to these bonds.
Sponsorship Commitments
As of June 30, 2026 (Successor), the Company has entered into multiple sponsorship agreements with various professional sports leagues and teams. These agreements commit a total of $96.8 million through 2036 and grant the Company rights to use official league marks for branding and promotions, among other benefits.
40
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Interactive Technology Commitments
The Company has certain multi-year agreements with its various market access and content providers, as well as its online sports betting platform partners, that require the Company to pay variable fees based on revenue, with minimum annual guarantees. As of June 30, 2026 (Successor), the cumulative minimum obligation committed in these agreements is approximately $41.1 million through 2030.
16. SEGMENT REPORTING
In the fourth quarter of 2025, the Company updated its operating and reportable segments in connection with the Intralot Transaction to better align with the Company’s strategic growth initiatives and how its chief operating decision maker evaluates performance and allocates resources. As a result, the Company determined it had four operating and reportable segments: Casinos & Resorts, Bally’s Intralot B2B, Bally’s Intralot B2C, and North America Interactive. Prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments.
The Company’s four reportable segments as of June 30, 2026 (Successor) are:
Casinos & Resorts - Includes 19 casino and resort properties, two horse racetracks and one golf course in the United States (“US”).
Bally’s Intralot B2B - Includes Bally’s Intralot’s B2B global lottery and technology services operations and the Company’s licensing business.
Bally’s Intralot B2C - Includes the Company’s interactive European gaming operations, Bally’s Intralot’s B2C lottery operations, as well as one casino property, Bally’s Newcastle, in the UK.
North America Interactive - A portfolio of sports betting and iGaming offerings in the United States and Canada.
The “Corporate & Other” category includes interest expense, select immaterial operating segments, unallocated corporate operating expenses, and other adjustments, such as the elimination of inter-segment transactions, to reconcile with the Company’s consolidated results. This category further accounts for other expenses such as share-based compensation, acquisition and transaction costs, and other non-recurring charges.
The Company’s chief operating decision maker is its Executive Committee, consisting of the Chief Executive Officer, President, and Chief Financial Officer. The Company uses consolidated Adjusted EBITDA and segment Adjusted EBITDAR to analyze the performance of its business and they are used as determining factors for performance-based compensation for members of the Company’s management team. The Company uses consolidated Adjusted EBITDA and segment Adjusted EBITDAR when evaluating the operating performance of the business because management believes that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a more fulsome understanding of the core operating results and as a means to evaluate period-to-period performance.
Management believes segment Adjusted EBITDAR 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.
As of June 30, 2026 (Successor), the Company’s operations were substantially in the US and UK with a less substantive footprint in other countries world-wide. Revenue generated from the UK represented approximately 27% and 28% of total revenue for the three months ended June 30, 2026 and 2025 (Successor), respectively, and 27%, 28% and 32% of total revenue for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.
The following table sets forth revenue and Adjusted EBITDAR for the Company’s four reportable segments and reconciles Adjusted EBITDAR on a consolidated basis to net (loss) income. The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements.
41
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Successor Predecessor
(in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Revenue
Casinos & Resorts $ 401,017 $ 393,333 $ 780,745 $ 620,184 $ 124,299
Bally’s Intralot B2B 79,488 7,046 153,444 11,929 3,720
Bally’s Intralot B2C 243,481 199,020 483,419 306,887 75,265
North America Interactive 66,064 56,502 126,520 84,059 16,941
Corporate & Other 2,184 1,633 3,828 3,169 273
Total $ 792,234 $ 657,534 $ 1,547,956 $ 1,026,228 $ 220,498
Adjusted EBITDAR(1)
Casinos & Resorts $ 109,611 $ 105,967 $ 205,807 $ 177,507 $ 23,554
Bally’s Intralot B2B 21,931 7,046 37,047 11,929 3,720
Bally’s Intralot B2C 64,739 75,159 151,831 118,471 25,220
North America Interactive 2,994 2,484 (4,143) 139 (5,661)
Corporate & Other (11,760) (17,506) (24,096) (27,209) (6,774)
Total 187,515 173,150 366,446 280,837 40,059
Operating (expense) income
Rent expense associated with triple net operating leases(2) (63,481) (43,904) (119,128) (68,320) (15,669)
Depreciation and amortization (91,689) (71,732) (189,132) (119,213) (22,343)
Transaction costs (21,343) (17,010) (28,568) (17,847) (865)
Development costs(3) (20,306) (21,560) (33,264) (34,392) (6,846)
Share-based compensation (1,805) (2,350) (4,356) (5,090) (1,954)
Gain on sale-leaseback, net — — 105,845 — —
Merger Agreement and Intralot Transaction costs(4) (2,195) (11,720) (10,953) (27,595) (11,233)
Other (20,715) (7,311) (29,298) (12,627) (1,915)
(Loss) income from operations (34,019) (2,437) 57,592 (4,247) (20,766)
Other (expense) income
Interest expense, net of interest income (118,970) (97,522) (228,875) (149,259) (27,229)
Other (24,566) 56,964 (170,378) 47,934 (2,365)
Total other expense, net (143,536) (40,558) (399,253) (101,325) (29,594)
Loss before income taxes (177,555) (42,995) (341,661) (105,572) (50,360)
Benefit (provision) for income taxes 13,573 (185,441) 16,822 (88,348) (664)
Net loss $ (163,982) $ (228,436) $ (324,839) $ (193,920) $ (51,024)
__________________________________
(1) Adjusted EBITDAR is defined as earnings, or loss, for the Company before interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition, integration and restructuring expense, share-based compensation, and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments, plus rent expense associated with triple net operating leases. Adjusted EBITDAR should not be construed as an alternative to GAAP net income, nor is it directly comparable to similarly titled measures presented by other companies.
(2) Consists primarily of the operating lease components contained within certain triple net leases for the real estate assets used in the operations of casino properties. Refer to Note 13 “Leases” for further information.
(3) Costs associated with the Company’s Casino development projects including: (i) the demolition and redevelopment of the Tropicana Las Vegas site, (ii) the development of the Chicago Permanent Facility, and (iii) the Company’s planned Bally’s Bronx project.
(4) Costs incurred in connection with the Merger and the Intralot Transaction discussed in Note 1 “General Information”.
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BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
The following table sets forth significant segment expenses and other segment items by reportable segment:
(in thousands) Casinos & Resorts Bally’s Intralot B2B Bally’s Intralot B2C North America Interactive
Three Months Ended June 30, 2026 (Successor)
Revenue $ 401,017 $ 79,488 $ 243,481 $ 66,064
Less: segment expenses
Marketing costs 19,290 1,357 26,721 14,315
Gaming tax 62,993 508 85,158 16,988
Compensation 112,329 22,691 25,158 9,639
Other direct costs — 16,249 29,075 10,936
Casino property costs 45,894 — — —
General and administrative 26,033 12,064 14,147 4,973
Segment expense allocations 167 — 1,151 1,305
Other segment items(1) 24,700 4,688 (2,668) 4,914
Segment EBITDAR $ 109,611 $ 21,931 $ 64,739 $ 2,994
Three Months Ended June 30, 2025 (Successor)
Revenue $ 393,333 $ 7,046 $ 199,020 $ 56,502
Less: segment expenses
Marketing costs 16,469 — 21,168 13,851
Gaming tax 47,659 — 43,562 11,592
Compensation 102,974 115 21,919 7,445
Other direct costs — 19 21,897 9,164
Casino property costs 42,983 — — —
General and administrative 21,256 (329) 15,037 8,294
Other segment items(1) 56,025 195 278 3,672
Segment EBITDAR $ 105,967 $ 7,046 $ 75,159 $ 2,484
Six Months Ended June 30, 2026 (Successor)
Revenue $ 780,745 $ 153,444 $ 483,419 $ 126,520
Less: segment expenses
Marketing costs 36,299 2,683 53,748 28,463
Gaming tax 122,913 1,021 135,492 33,467
Compensation 226,716 45,338 57,052 20,453
Other direct costs — 31,655 59,339 23,057
Casino property costs 88,968 — — —
General and administrative 52,740 21,469 27,627 13,098
Segment expense allocations 214 190 1,056 2,041
Other segment items(1) 47,088 14,041 (2,726) 10,084
Segment EBITDAR $ 205,807 $ 37,047 $ 151,831 $ (4,143)
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BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(in thousands) Casinos & Resorts Bally’s Intralot B2B Bally’s Intralot B2C North America Interactive
Period from February 8, 2025 to June 30, 2025 (Successor)
Revenue $ 620,184 $ 11,929 $ 306,887 $ 84,059
Less: segment expenses
Marketing costs 21,768 — 31,529 21,764
Gaming tax 72,687 — 66,333 15,105
Compensation 159,492 (426) 35,007 13,538
Other direct costs — 16 34,178 9,954
Casino property costs 66,847 — — —
General and administrative 21,159 (221) 24,359 15,143
Other segment items(1) 100,724 631 (2,990) 8,416
Segment EBITDAR $ 177,507 $ 11,929 $ 118,471 $ 139
Period from January 1, 2025 to February 7, 2025 (Predecessor)
Revenue $ 124,299 $ 3,720 $ 75,265 $ 16,941
Less: segment expenses
Marketing costs 8,814 — 8,362 5,055
Gaming tax 20,917 — 16,535 6,461
Compensation 41,381 — 8,492 3,213
Other direct costs — — 8,183 8,355
Casino property costs 26,653 — — —
General and administrative 10,712 — 6,261 2,220
Other segment items(1) (7,732) — 2,212 (2,702)
Segment EBITDAR $ 23,554 $ 3,720 $ 25,220 $ (5,661)
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(1) Other Segment Items primarily includes Gaming and non-gaming expenses within our Casinos & Resorts reportable segment, and certain other immaterial costs and allocations within each of the Company’s reportable segments.
Successor Predecessor
(in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Capital Expenditures
Casinos & Resorts $ 27,141 $ 12,419 $ 59,642 $ 23,125 $ 5,306
Bally’s Intralot B2B 6,697 — 9,521 — —
Bally’s Intralot B2C 1,083 288 3,950 288 148
North America Interactive 153 — 795 — —
Corporate & Other(1) 16 36,258 46 56,009 10,970
Total $ 35,090 $ 48,965 $ 73,954 $ 79,422 $ 16,424
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(1) Includes $36.3 million, $56.0 million and $11.0 million related to the Chicago Permanent Facility during the three months ended June 30, 2025 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
44
BALLY’S CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources and accordingly, are not presented.
17. 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 restricted stock units, restricted stock awards and performance stock units for which future service is required as a condition to the delivery of the underlying common stock.
Successor Predecessor
(in thousands, except per share data) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 Six Months Ended June 30, 2026 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025
Net loss attributable to Bally’s Corporation $ (146,069) $ (228,436) $ (307,983) $ (193,920) $ (51,024)
Weighted average common shares outstanding, basic 60,588 60,686 60,419 60,554 48,743
Weighted average effect of dilutive securities — — — — —
Weighted average common shares outstanding, diluted 60,588 60,686 60,419 60,554 48,743
Basic loss per share $ (2.41) $ (3.76) $ (5.10) $ (3.20) $ (1.05)
Diluted loss per share $ (2.41) $ (3.76) $ (5.10) $ (3.20) $ (1.05)
There were 31,269 and 296,374 share-based awards that were considered anti-dilutive for the three months ended June 30, 2026 and 2025 (Successor), respectively, and 24,094, 231,580 and 5,056,640 for the six months ended June 30, 2026 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.
The Company has Penny Warrants which participate in dividends with the Company’s common stock, subject to certain contingencies. In the period in which the contingencies are met, those instruments are participating securities to which income will be allocated using the two-class method. The Penny Warrants were considered exercisable for little to no consideration and are therefore included in basic shares outstanding at their issuance date.
45