What changed in this filing

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Item 1. Business

2022-03-01 compared with 2021-03-10 · 231 added, 170 removed, 30 unchanged (93% of the section changed)

Unless otherwise specified, references to the “Company,” “Bally’s,” “we,” “our” or “us” in this Annual Report on Form 10-K mean Bally’s Corporation and all entities included in our consolidated financial statements.

See the consolidated financial statements and notes thereto included in “Item 8.

Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for information regarding our financial performance.

Our objective is to be a leading omni-channel gaming and interactive entertainment company.

We are already a leading owner and operator of land-based casinos in seven states in the United States:

Property Location Type Built/Acquired Gaming

Machines Table

Rooms Food and

Outlets Racebook Sportsbook

Twin River Casino Hotel Lincoln, RI Casino and Hotel 2007 168,072 4,067 114 136 21 Yes Yes

Hard Rock Biloxi Biloxi, MS Casino and Resort 2007 50,984 983 55 479 18 No Yes

Tiverton Casino Hotel Tiverton, RI Casino and Hotel 2018 33,840 1,000 32 83 7 Yes Yes

Dover Downs Hotel and Casino Dover, DE Casino, Hotel and Raceway 2019 84,075 2,060 37 500 14 Yes Yes

Black Hawk Casinos (1)

Black Hawk, CO 3 Casinos multiple 34,632 570 33 — 8 No Yes

Casino KC Kansas City, MO Casino 2020 39,788 848 17 — 3 No No

Casino Vicksburg Vicksburg, MS Casino and Hotel 2020 32,608 499 8 89 4 No Yes

Bally’s Atlantic City Atlantic City, NJ Casino and Hotel 2020 83,569 1,481 93 1,214 10 No Yes

Eldorado Resort Casino Shreveport

Shreveport, LA Casino and Hotel 2020 49,916 1,382 54 403 6 No No

(1) Includes the Golden Gates, Golden Gulch and Mardi Gras casinos.

We acquired the rights to the name “Bally’s” in 2020 as part of our strategy to become a leading U.S.

full-service sports betting/iGaming company with physical casinos and online gaming solutions united under a single, prominent brand.

We have taken other key steps to build our iGaming and sports betting business in the past year, including:

• entering into a strategic partnership with Sinclair Broadcast Group (“Sinclair”) to leverage the Bally’s brand and combine our sports betting technology with Sinclair’s expansive natural footprint, which includes 188 local TV stations, 19 regional sports networks, the STIRR streaming service, the Tennis Channel and five stadium digital TV and internet sports networks;

• signing definitive agreements to acquire Bet.Works, a sports betting platform provider to operators in Colorado, New Jersey, Indiana and Iowa, and Monkey Knife Fight (“MKF”), the third-largest fantasy sports platform in North America.

• acquiring SportsCaller, a leading B2B free-to-play (“FTP”) game provider, in early 2021.

We are a Delaware corporation with our global headquarters in Providence, Rhode Island.

Our Operating Structure

As of December 31, 2020, the Company had ten operating segments;

Twin River Casino Hotel, Hard Rock Biloxi, Dover Downs, Tiverton Casino Hotel, Black Hawk Casinos, Casino KC, Casino Vicksburg, Bally’s Atlantic City, Shreveport and Mile High USA.

Beginning in the third quarter of 2020, we changed our reportable segments to better align with our strategic growth initiatives in light of recent and pending acquisitions.

For purposes of financial reporting, our operating properties have been aggregated into the following four reportable segments:

• Rhode Island - includes Twin River Casino Hotel and Tiverton Casino Hotel.

• Mid-Atlantic - includes Dover Downs and Bally’s Atlantic City

• Southeast - includes Hard Rock Biloxi, Casino Vicksburg and Shreveport

• West - includes Casino KC and the Black Hawk Casinos.

The Company reports Mile High USA, an immaterial operating segment, and shared services provided by Twin River Management Group (our management subsidiary), in the “Other” category.

Prior to the onset of COVID-19, our properties generated strong free cash flow driven by income growth and low maintenance capital expenditures.

Our Rhode Island and Delaware casinos do not bear the costs of slot machine acquisitions, replacements or maintenance, as these responsibilities are borne by the state, in each case, and are paid for, in effect, by these states’ gaming taxes on slot machine revenue.

Our casino operations are all within the U.S.

Refer to Note 18 “Segment Reporting” to our consolidated financial statements presented in Part II, Item 8 for additional information.

Recent and Pending Acquisitions

Bally’s Corporation, a Delaware corporation, with global headquarters in Providence, Rhode Island, is referred to as the “Company,” “Bally’s,” “we,” “our” or “us.” Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “BALY.”

We are a global gaming, hospitality and entertainment company with a portfolio of casinos and resorts and online gaming businesses.

We provide our customers with physical and interactive entertainment and gaming experiences, including traditional casino offerings, iCasino, online bingo games, sportsbook, daily fantasy sports (“DFS”) and free-to-play games (“F2P”).

As of December 31, 2021, we own and manage 14 land-based casinos and one horse racetrack in ten states across the United States (“US”) operating under Bally’s brand.

Our land-based casino operations include approximately 14,900 slot machines, 500 table games and 3,900 hotel rooms, along with various restaurants, entertainment venues and other amenities.

Certain of our properties are leased under a master lease agreement with Gaming and Leisure Properties, Inc.

(“GLPI”), a publicly traded gaming-focused real estate investment trust (“REIT”).

With our acquisition of London-based Gamesys Group, Plc.

(“Gamesys”) on October 1, 2021, we expanded our geographical and product footprints to include an iGaming business with well-known brands providing iCasino and online bingo experiences to our global online customer base with concentrations in Europe and Asia and a growing presence in North America.

Our iCasino and online bingo platforms and games content, sportsbook and F2P games are provided on a business-to-business (“B2B”) as well as a business-to-consumer (“B2C”) basis.

Our revenues are primarily generated by these gaming and entertainment offerings.

We own and operate our proprietary software and technology stack designed to allow us to provide consumers differentiated offerings and exclusive content.

Our Strategy and Business Developments

We seek to continue to grow our business by actively pursuing the acquisition and development of new gaming opportunities and reinvesting in our existing operations.

We believe that interactive gaming, including mobile sports betting and iGaming represents a significant strategic opportunity for future growth of the Company.

In addition, we seek to increase revenues at our brick and mortar casinos through enhancing the guest experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive surroundings with high-quality guest service.

Our recent and pending business acquisitions include:

• Dover Downs - On March 28, 2019, we completed our merger with Dover Downs, with Dover Downs becoming our indirect wholly owned subsidiary and Dover Downs shareholders receiving common stock of Bally’s representing 7.225% of the equity of the combined company at closing.

• Black Hawk Casinos - On January 23, 2020 we acquired three casino properties in Black Hawk, Colorado (Golden Gates, Golden Gulch and Mardi Gras) from a subsidiary of Affinity Gaming (“Affinity”) for $53.8 million in cash, subject to customary post-closing adjustments.

On November 5, 2019, Proposition DD was passed by the voters of Colorado, legalizing sports gambling in the state.

As a result of this new legislation, we received three sports betting licenses in Colorado through the acquisition of the Black Hawk Casinos.

We have entered into separate agreements with DraftKings Inc.

and FanDuel Group to provide sportsbook products through these licenses.

• Casino KC and Casino Vicksburg - On July 1, 2020, we acquired Casino KC in Kansas City, Missouri and Casino Vicksburg in Vicksburg, Mississippi for $229.9 million in cash, subject to customary post-closing adjustments from Eldorado Resorts, Inc., (“Eldorado”).

(Eldorado subsequently merged with Caesars Entertainment Corporation and formed Caesars Entertainment Inc (“Caesars”)).

• Bally’s Atlantic City - On November 18, 2020, we acquired Bally’s Atlantic City from Caesars and Vici Properties Inc.

along with the license to build out a sports book and launch online sports and internet gaming for $24.7 million in cash, subject to customary post-closing adjustments.

• Shreveport - On December 23, 2020, we acquired Eldorado Resort Casino Shreveport in Shreveport, Louisiana for $137.2 million, subject to customary post-closing adjustments, from Caesars.

• SportCaller - On February 5, 2021, we acquired SportCaller, one of the leading B2B free-to-play (“FTP”) game providers for sports betting and media companies across North America, the UK, Europe, Asia, Australia, LATAM and Africa, for $24.0 million in cash and 221,391 shares of our common stock (valued at approximately $12.0 million), subject to adjustment, and up to $12.0 million in value of additional shares if SportCaller meets certain post-closing performance targets (calculated based on an exchange ratio of 0.8334).

• MontBleu - On April 24, 2020, we agreed to acquire MontBleu Resort Casino & Spa operations in Lake Tahoe, Nevada for $15.0 million, subject to post-closing adjustments, from Caesars, subject to required regulatory approvals and satisfaction of other customary closing conditions.

• Jumer’s Casino & Hotel - On September 30, 2020, we agreed with Delaware North Companies Gaming & Entertainment, Inc.

to acquire Jumer’s Casino & Hotel in Rock Island, Illinois for $120.0 million in cash, subject to required regulatory approvals and satisfaction of other customary closing conditions.

• Tropicana Evansville - On October 27, 2020, we agreed with Caesars to acquire the Tropicana Evansville Casino in Evansville, Indiana for a purchase price of $140.0 million.

The transaction is expected to close in the second quarter of 2021, subject to receipt of required regulatory approvals and satisfaction of other customary closing conditions.

At the same time, an affiliate of Gaming & Leisure Properties, Inc.

(“GLPI”) agreed to acquire the real estate associated with the Tropicana Evansville Casino for $340.0 million and lease it back to us for $28.0 million per year, subject to escalation.

GLPI also agreed to acquire the real estate associated with our Dover Downs casino for $144.0 million and lease it back to us for $12.0 million per year, subject to escalation.

Both leases are governed by a master lease agreement with GLPI which has an initial term of 15 years with four five-year renewal options.

Refer to Note 5.

“Acquisitions” for further information.

• Bet.Works - On November 18, 2020, we agreed to acquire Bet.Works, a sportsbook technology platform, for $62.5 million in cash and 2,528,194 common shares, subject in each case to customary adjustments.

This transaction is subject to customary closing conditions, including receipt of required regulatory approvals.

• Monkey Knife Fight - On January 22, 2021, we agreed to acquire MKF for (1) immediately exercisable penny warrants to purchase up to 984,450 Bally’s common shares (subject to adjustment) at closing and (2) contingent penny warrants to purchase up to 787,550 additional common shares half of which are issuable on each of the first and second anniversary of closing.

The total value of the warrants at signing was $90.0 million.

The transaction is subject to customary closing conditions.

We believe these acquisitions have expanded and will, in the case of the pending acquisitions, further expand both our operating and digital/interactive footprints, provide us access to the potentially lucrative interactive mobile sports betting and iGaming markets, and diversify us from a financial standpoint, while continuing to mitigate our susceptibility to regional economic downturns, idiosyncratic regulatory changes and increases in regional competition.

Other Strategic Initiatives

Bally’s Trade Name

On October 13, 2020, we acquired the Bally’s brand name and related rights from Caesars and changed our name to Bally’s Corporation.

We began trading on the New York Stock Exchange (“NYSE”) as “BALY” shortly thereafter.

We believe Bally’s is an iconic brand that is commensurate with the premier properties and amenities that define our diversified portfolio.

We believe that the “Bally’s” trade name brand has a rich history of gaming and entertainment that will provide immediate and enhanced nationwide brand recognition.

With our Sinclair media partnership and our interactive acquisitions, we have targeted growth in regional gaming, mobile and iGaming segments with the goal of becoming an industry leader in these segments in the U.S.

Our rapidly growing footprint will now allow us to serve the over 80 million customers that reside within the markets for our soon to be 14 premier casino properties.

With the Bally brand, media partnership and the unencumbered skins, or gaming licenses, we have acquired and reserved in our portfolio, we can now provide omni-channel offerings across our various physical properties while having a singular online and mobile presence with a brand that is synonymous with gaming entertainment.

Bally Interactive

Upon acquiring Bet.Works’ proprietary technology stack and turnkey solutions, which include marketing, operations, customer service, risk management and compliance, we believe we will position ourselves to become a leading, full-service, vertically integrated sports betting and iGaming company in the U.S.

with physical casinos and online gaming solutions united under a single, leading brand, thus enabling it to launch our B2B2C business model.

The Bet.Works acquisition, which complements these initiatives, will provide us with a suite of advanced omni-channel products, platforms, software and content solutions that we expect will position us to deliver unrivaled sports betting and iGaming offerings to customers on a national scale.

Complementing the Bet.Works transactions are our announced pending acquisition of MKF and completed acquisition of SportCaller.

These acquisitions provide us with the platforms to broaden our interactive offerings to include daily fantasy sports and FTP options which will both generate revenue as well as serve to increase our player database.

In addition to providing additional offerings for Bally’s, SportCaller, similar to Bet.Works, also already includes an established B2B solutions and revenue stream.

Strategic Partnership - Sinclair Broadcast Group

Our agreements with Sinclair provide for a long-term strategic partnership for up to 20 years that combines our vertically integrated, proprietary sports betting technology and expansive market access footprint with Sinclair’s premier portfolio of local broadcast stations and live regional sports networks (“RSNs”), STIRR streaming service, its popular Tennis Channel, and digital and over-the-air television network Stadium.

Bally’s and Sinclair will partner to create unrivaled sports gamification content on a national scale, positioning Bally’s as a leading omni-channel gaming company with physical casinos and online sports betting and iGaming solutions united under a single brand.

We plan to integrate Bally’s content into the 190 television stations that Sinclair owns, operates or provides services to across 88 markets and its regional sports networks.

Our plan is to jointly market, design and integrate products on a state-by-state basis, and deliver online gaming experiences to local audiences.

The Sinclair partnership, along with our acquisition of Bet.Works’ iGaming technology platform, brings the opportunity to integrate media and technology into our traditional, regional land-based casino footprint.

Refer to Note 9 “Sinclair Agreement” for more information on the Sinclair transaction.

Proposed Partnership with IGT in Rhode Island

On January 30, 2020, we announced an agreement in principle to form a joint venture (“JV”) with International Gaming Technology PLC (“IGT”) to become a licensed technology provider and supply the State of Rhode Island with all video lottery terminals (“VLTs”) at both Twin River Casino Hotel and Tiverton Casino Hotel for a 20 - year period starting July 1, 2022.

IGT would own 60% of the joint venture.

In addition, our master contract with Rhode Island would be extended on existing terms until June 30, 2043, and we would commit to investing $100 million in Rhode Island over this extended term, including an expansion and the addition of new amenities at Twin River Casino Hotel.

This proposed agreement requires the Rhode Island State Legislature to enact legislation for the state to enter into or amend contracts with us.

The agreement in principle would also result in changes to our Regulatory Agreement in Rhode Island, including an increase in the ratios applicable to us and greater flexibility to complete sale-leaseback transactions.

We expect this legislation will be adopted later in 2021, although there can be no assurance of this.

Centre County, Pennsylvania Development

On December 31, 2020, we signed a framework agreement with entities affiliated with an established developer to design, develop, construct and manage a Category 4 licensed casino in Centre County, Pennsylvania.

Construction of the casino is expected to begin in 2021 and will take approximately one year to complete.

Subject to receipt of regulatory approvals, it will house up to 750 slot machines and 30 table games.

The casino will also provide, subject to receipt of separate licenses and certificates, retail sports betting, online sports betting and online gaming.

The Company estimates the total cost of the project, including construction, licensing and sports betting/iGaming operations, to be approximately $120 million.

If completed, we will acquire a majority equity interest in the partnership, including 100% of the economic interests of all retail sports betting, online sports betting and iGaming activities associated with the project.

Richmond, Virginia Proposal

On February 22, 2021, we submitted a proposal to the City of Richmond, Virginia (“Richmond”) to develop and operate a world class destination resort, hotel and casino.

The proposed project would span more than 1.6 million square feet and include a casino, sportsbook, hotel, pool, dining and retail outlets, and a flexible space for live entertainment and conferences.

We estimate that the total investment for this project will be approximately $650 million and will be supported by several strategic partnerships.

As of February 19, 2021, we own and manage 12 properties;

11 casinos across seven states, a horse racetrack and 13 authorized off-track betting (“OTB”) licenses in Colorado.

Our operations include 12,890 slot machines, 443 game tables and 2,904 hotel rooms.

Information relating to the location and general characteristics of our properties is provided in “Item 2.

Following the completion of our pending acquisitions, as well as the construction of a land-based casino in Centre County, Pennsylvania, we will own 16 properties across 11 states.

Intellectual Property

As of February 19, 2021, we own 34 trademarks and have 12 pending applications for trademarks with the U.S.

Patent and Trademark Office.

As part of our acquisition of the Hard Rock Biloxi in July 2014, Hard Rock Biloxi entered into an amendment to the existing license agreement with Hard Rock Hotel, Licensing, Inc., which originally provided for an initial term of 20 years through September 2025 and the option to renew for two successive ten-year terms.

Under the license agreement, we have the exclusive right to use the “Hard Rock” brand name in connection with, and as it relates to, the Hard Rock Biloxi property for an annual fee.

See discussion of our acquisition of the Bally’s trade name under “Other Strategic Initiatives - Bally’s Trade Name” above.

The gaming industry is characterized by a high degree of competition among a large number of operators, including land-based casinos, riverboat casinos, dockside casinos, video lotteries, video gaming terminals at taverns in certain states, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of Internet and fantasy sports gaming, increased sports betting and other forms of gaming in the U.S.

We believe that interactive gaming represents a significant strategic opportunity for the future growth of Bally’s.

We seek to increase revenues at our casinos and resorts through enhancing the guest experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive surroundings with high-quality guest service.

We believe that our recent acquisitions have expanded and diversified us from financial and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns, idiosyncratic regulatory changes and increases in regional competition.

In late 2020, we changed our name to Bally’s Corporation.

We believe that the “Bally’s” trade name brand has a rich history of gaming, hospitality and entertainment providing immediate and enhanced nationwide brand recognition.

In 2021, we took significant steps forward in our strategy.

We acquired multiple casino and resort properties, including Bally’s Lake Tahoe, Bally’s Evansville and Bally’s Quad Cities, each as defined below.

We also agreed to purchase Tropicana Las Vegas Hotel and Casino (“Tropicana Las Vegas”) in Las Vegas, Nevada and announced plans to construct a land-based casino in Centre County, Pennsylvania, adding to our land-based casino presence.

With the pending acquisition of Tropicana Las Vegas and the completion of construction in Centre County, Pennsylvania, we will own and manage 16 land-based casinos across 11 states.

In addition, we also expanded our interactive business by:

• launching our Bally Sports Network through our partnership with Sinclair Broadcast Group (“Sinclair”), which combines our sports betting technology with Sinclair’s expansive footprint.

With Bally’s brand, the media partnership and the unencumbered skins (gaming licenses) that we have acquired and reserved in our portfolio, we can now provide our customers omni-channel gaming and entertainment across our various physical properties while having a singular online and mobile presence with a brand that is synonymous with gaming, hospitality and entertainment;

• acquiring Gamesys, a leading international online gaming operator that provides gaming entertainment to a global customer base;

• acquiring Bally’s Interactive, formerly Bet.Works, and its proprietary technology stack and turnkey solutions, which include marketing, operations, customer service, risk management and compliance.

We believe that the Bet.Works acquisition provides us with a suite of advanced omni-channel products, platforms, software and content solutions positioning us to deliver competitive sports betting and iCasino offerings to customers on a national scale.

These steps positioned us to become a leading, full-service, vertically integrated sports betting and iGaming company in the US with physical casinos and online gaming solutions united under a single, leading brand.

For further information on our recent and pending acquisitions and our partnership with Sinclair, refer to Note 5 “ Acquisitions ” and Note 10 “ Sinclair Agreement ” to our consolidated financial statements presented in Part II, Item 8.

Our Operating Structure

Our business is organized into three reportable segments:

(i) Casinos & Resorts, (ii) North America Interactive, and (iii) International Interactive.

Casinos & Resorts - includes our 14 land-based casino properties and one horse racetrack:

Property Name Location

Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”) Lincoln, Rhode Island

Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”) Tiverton, Rhode Island

Bally’s Dover Casino Resort (“Bally’s Dover”)

Dover, Delaware

Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”) Atlantic City, New Jersey

Bally’s Evansville Casino & Hotel (“Bally’s Evansville”)

Evansville, Indiana

Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”) Biloxi, Mississippi

Bally’s Vicksburg Casino (“Bally’s Vicksburg”) Vicksburg, Mississippi

Bally’s Kansas City Casino (“Bally’s Kansas City”) Kansas City, Missouri

Bally’s Black Hawk (3 properties)

Black Hawk, Colorado

Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) Shreveport, Louisiana

Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)

Lake Tahoe, Nevada

Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)

Rock Island, Illinois

Bally’s Arapahoe Park Aurora, Colorado

North America Interactive - includes the following North America businesses:

• Bally’s Interactive, a business-to-business-to-consumer (“B2B2C”) sportsbook and iCasino platform provider and operator;

• Horses Mouth Limited (“SportCaller”), a B2B and F2P game provider for sports betting companies;

• Monkey Knife Fight (“MKF”), a B2C gaming platform and DFS operator;

• Joker Gaming, known as Live at the Bike, an online subscription streaming service featuring livestream and on-demand poker videos and podcasts;

• Association of Volleyball Professionals (“AVP”), a professional beach volleyball organization and host of the longest-running domestic beach volleyball tour;

• Telescope, Inc.

(“Telescope”), a provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams;

• Degree 53, a United Kingdom (“UK”)-based creative agency that specializes in multi-channel website and personalized mobile app and software development for online gambling and sports industries.

The North America Interactive reportable segment also includes the North American operations of Gamesys.

International Interactive - includes the following businesses in Europe and Asia:

• Gamesys, a B2B2C iCasino and online bingo platform provider and operator;

• Solid Gaming, a games content aggregation business.

Refer to Note 19 “ Segment Reporting ” to our consolidated financial statements presented in Part II, Item 8 for additional information on our segment reporting structure.

Bally’s Brand

Bally’s is an iconic brand.

We performed extensive market research in which active gamers indicated an acute awareness of the brand, but not necessarily a high usage of brand products and gaming offerings.

We have rebranded every casino and resort in our portfolio, except Hard Rock Biloxi, to re-energize this once great brand by building upon its deep legacy.

Additionally, our research told us that gamers across the demographic age spectrum knew of Bally’s brand and identified with the gaming entertainment aspect of slot machines, pinball machines, video machines and casinos.

We believe in the industrial logic and vision of Bally’s becoming a premier, truly integrated, omni-channel gaming company for both retail and online gamers.

These insights form the key tenets of our new integrated Bally Rewards program specifically to enable customers to utilize compelling rewards universally in our interactive and casino and resort environments.

Our Sinclair media affiliation adds to our comprehensive touchpoint strategy, which strengthens our ability to attract new customers to our integrated brand by showcasing Bally’s with millions of daily impressions.

We believe that our phased approach to the transformation of Bally’s brand was thoughtful and deliberate.

There are exceptions to our rebranding initiative.

For example, in the case of Hard Rock Biloxi, we decided to maintain the current “Hard Rock” naming rights arrangement.

Nonetheless, Bally’s remains at the center of our strategy.

In summary, we remain focused in our continuing effort to rebirth Bally’s brand as a legendary, integrated brand, leveraging our casino and resort, interactive and media environments with a compelling rewards program to rival our competition.

Interactive Brands

We operate a suite of award-winning brands and are focused on building a diverse portfolio of distinctive and recognizable brands on a B2B2C basis that deliver best-in-class platforms, player experiences and gaming content globally.

Our brands are:

Business-to-Consumer Brands:

• F2P brand is Bally Play ;

• DFS brand is MKF ;

• Sportsbook brand is Bally Bet ;

• iCasino brands include Bally Casino , Rainbow Riches Casino, Virgin Casino, Virgin Games, Megaways Casino, VIP Casino, Vera & John, InterCasino , Monopoly Casino ;

• Online bingo brands include Jackpotjoy, Double Bubble Bingo and Botemania .

Business-to-Business Brands:

• Bally’s Interactive , formally Bet.Works , a sportsbook and iCasino platform provider and operator;

• SportCaller , a F2P games content provider;

• Gamesys , an iCasino and online bingo platform provider and operator;

• Solid Gaming , a games content aggregation business;

• Telescope , a provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams.

Bally Sports Brand

Inherent in our naming rights arrangement with Sinclair, our Bally Sports brand encompasses a lineup of 19 regional sports networks to position the Bally Sports brand to be a well-known participant in the sports media industry, producing award-winning live game coverage, while creating and innovating multiplatform content that engages millions of sports fans across the US.

We are home to America’s most comprehensive regional sports media rights portfolio that includes more than half of the US-based Major League Baseball, National Basketball Association and National Hockey League teams and delivers more than 4,500 live events annually.

We believe Bally Sports represents the future of sports fandom.

We are seeking to cultivate and engage the next generation of fans by pursuing opportunities to create an omni-channel entertainment experience with sports at its core.

By leveraging the collective scale of our regional sports media rights portfolio, we will seek to develop engaging content across an ever-expanding ecosystem of platforms and devices, meeting fans at the intersection of technology and sports culture.

We believe that Bally Sports’ investment in the gamification of sports will usher in a new era of live, interactive sports that will provide fans the opportunity to interact with games in real time, on a personalized level, creating a national lean-in experience.

Our Technology and Product Development

The heart of Bally’s real-money gaming solutions is the union of the Gamesys platform with Bally’s casinos and resorts and iGaming products.

The combined sports, casino and additional online marketing assets provide social gaming, game development and marketing partnerships that integrate with the casinos and resorts creating an exciting and diverse gaming, hospitality and entertainment environment.

Our investment in gaming platforms along with our talented technical and product development teams allowed Bally’s to launch Bally Casino New Jersey within two months of the Gamesys acquisition.

In 2022, we are planning a rapid expansion of iCasino and sportsbook platforms across the US and Canada with expanded omni-channel marketing features.

Our investment in core disciplines across technology, analytics and marketing have allowed us to rapidly bring innovative new experiences to market and provide unique insights into our customer habits and their interactions with both offline and online experiences.

The result has been a highly efficient marketing conversion and retention platform that combines online and offline opportunities.

Our product offerings comprise varying levels of proprietary and third-party software.

Our proprietary platform binds together our product offerings, providing account management, responsible gaming, regulatory compliance and electronic wallet capabilities.

Across our product offerings, we have endeavored to own the technology in-house for all critical components and to utilize a combination of new technologies, including data science and machine learning, to optimize conversion, efficiency and efficacy.

Our experience from the highly competitive European markets, especially in the UK, allows us to leverage advanced artificial intelligence (“AI”), machine learning and retention capabilities across the online sports, casino and bingo product lines and to bring that expertise to our offline casinos and resorts.

We have integrated the Bet.Works sports engine with the Gamesys casino platform to provide a seamless, high performance, efficient and effective online gaming platform that links our casinos and resorts activity with our iGaming products.

Our continued investments into kiosk and player rewards recognize both online and offline activity and are at the forefront of our omni-channel strategy.

Bally’s core product offerings are built on integrated, proprietary account management technology.

This technology provides users with access to their account history and a uniform identity verification system, which is critical in enabling navigation from our national audience to our iGaming and sportsbook products.

Our internally developed machine learning and AI tools recommend games, rewards and payment options and payment amounts to best suit our player’s preferences.

We use our AI and machine learning skills to also protect our players by working at the forefront of the industry in developing advanced systems to identify and manage problem gambling behaviors.

Our in-house B2B platform supports a wide range of game suppliers as well as hosting our own range of game content developed by our in-house studio.

We are further investing in the Bally technology and product platform to achieve our vision of a seamless player journey between offline and online gaming and entertainment worlds that recognize and reward players through their entire lifetime whether in our casinos and resorts or online in any of our gaming and entertainment offerings.

By leveraging our casinos and resorts, Sinclair partnership and iGaming products and brands, we strive to deliver an entirely new omni-channel gaming and entertainment experience to our customers.

We plan to invest in core disciplines across our technology, analytics and marketing platforms to bring new experiences to market and gain an understanding of our customers.

We are focused on building a strong brand reputation to distinguish us from our competitors.

The marketing efforts under Bally’s brand are primarily executed through six funnels:

Advertising, Direct Marketing, Player Development, Special Events and Promotions, Entertainment and the Bally Rewards loyalty program.

Our Casino Operations team plays a significant role in attracting and retaining our customers.

Every customer who interacts with a process, such as an automated teller machine (ATM) or kiosk, or an employee is met with an attempt to garner a return visit and then, in turn, make a recommendation to family and friends.

Hence “R2,” an abbreviation for “Return and Recommend,” is Bally’s marketing and casino operations mantra.

The funnels are as follows:

Bally’s targets its demographics throughout the nation via radio, television, billboards, print, direct mail, email, digital and social media campaigns.

We seek to target the right customer at the right time with the right message to increase brand awareness and drive business.

We do modest image advertising, but more predominantly lean towards strong call-to-action messaging.

Direct Marketing

We use Direct Marketing to establish a personal relationship with customers.

This form of marketing typically involves an offer and a call to action to incentivize an initial or additional casino visit or engagement with our iGaming products.

Our focus on individual behavior, rather than broad segments (which have been the traditional industry approach), is designed to allow us to execute a “Precision Marketing Model.” We believe that we understand the influential attributes that attract players and, as a result, we can market to the point of diminishing returns while avoiding low-return spending.

Player Development

Player Development is our link to our premium customers.

We utilize a process under the Precision Marketing Model that is designed to enable our team to efficiently manage sales efforts to attract customers.

We believe the potential exists to engage increasingly more with our customers as they move throughout our brands.

Special Events and Promotions

This category refers to the mass public promotions that are weaved into the marketing calendar in concert with Direct Marketing.

Our casino marketing team seeks to leverage tried-and-true promotions that attract and entertain players in an effort to retain them for the long term.

Entertainment

The mission to attract and retain gamers is evident in our entertainment strategy.

Bally’s headliner strategy is to entertain our customers while recovering the cost of the act through cash sales.

Additional entertainment is offered at Bally’s lounges and bars and designed to support our branding mission which is based on offering an engaging and entertaining experience.

Bally Rewards

Bally Rewards is our core loyalty program and was devised to establish consistency throughout Bally’s brand.

Players earn tier points to achieve a tier status of Pro, Star, Superstar and ultimately Legend.

In development is the connectivity of this program by virtue of our “one card” linking systems universally at all casinos and resorts in addition to our interactive business units.

We are also planning to provide benefits outside of what is offered in our casinos and resorts to add value to the membership.

Interactive Cross Marketing

We design collaborative, cross-marketing campaigns that include direct mail, on-property marketing and VIP marketing in an effort to increase interactive sign-ups and introduce interactive players to our casinos and resorts.

This cross-marketing campaign is currently being launched at Bally’s Atlantic City.

The gaming industry is characterized by a high degree of competition among a large number of operators, including land-based casinos, riverboat casinos, dockside casinos, video lotteries, traditional lotteries, video gaming terminals at taverns in certain states, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of iGaming and daily fantasy sports gaming, increased sports betting and other forms of gaming in the US.

In a broader sense, our gaming operations face competition from many leisure and entertainment activities, including, for example:

shopping, athletic events, television and movies, concerts and travel.

Legalized gaming is currently permitted in various forms in different parts of the U.S., in several Canadian provinces and on many lands taken into trust for the benefit of certain Native Americans in the U.S.

and First Nations in Canada.

Legalized gaming is currently permitted in various forms in different parts of the US, in several Canadian provinces and on many lands taken into trust for the benefit of certain Native Americans in the US and First Nations in Canada.

We face significant competition in each of the jurisdictions in which we operate.

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Risk Factors ” for more information on competition.

Casino, hotel and racing operations in our markets are subject to seasonal variation.

Seasonal weather conditions can frequently adversely affect transportation routes to each of our properties and may cause flooding and other effects that result in the closure of our properties.

As a result, unfavorable seasonal conditions could have a material adverse effect on our operations.

Our sports betting business may experience seasonality based on the relative popularity of certain sports at different times of the year.

Human Capital Resources

Employee Relations, Diversity and Social Inclusion

A driving factor of our success is the recruitment and retention of employees who are committed to providing outstanding guest service, while providing a work environment that promotes diversity, inclusion and respect.

To promote and foster a culture of inclusion, our properties have hiring initiatives that are aimed at increasing diversity and promoting gender equality and we welcome employees of all backgrounds.

To further promote this initiative, we recently rolled out a “Walk in my Shoes” program, which allows our employees to work temporarily in another position to provide them with an increased perspective across the Company.

We believe that by providing our employees with competitive pay and benefits, as well as opportunities for professional development, we can achieve our goals of attracting and retaining a diverse and engaged workforce.

Our professional development efforts include robust training programs, scholarships and tuition reimbursement opportunities.

In addition, we recently implemented a Management Development Program, which is designed to allow us to identify and promote high performing talent within our workforce.

We also provide our employees with a number of health and wellness programs, including an annual wellness fair, flu shot clinic and weight loss program, in addition to weekly wellness communications providing helpful information on health initiatives.

We also believe in the importance of giving back to our communities and have several philanthropic initiatives, including fundraising events to support local charities and organizations and community service events.

We encourage our employees to participate in these events and recognize their efforts and contributions in their respective communities.

Labor Relations

As of December 31, 2021, we had approximately 9,460 employees.

Most of our employees in Rhode Island and New Jersey are represented by a labor union and are subject to collective bargaining agreements with us.

As of such date, we had 22 collective bargaining agreements covering approximately 2,364 employees.

Our collective bargaining agreements generally have three-or-five-year terms.

Environmental, Social and Corporate Governance

Our approach to sustainability is underpinned by three pillars:

(i) player well-being, (ii) people engagement and (iii) building a brighter future.

Player well-being

• Achieved Gamecare Level 3 Accreditation, the highest accreditation available in the industry

• Work toward our global sustainability commitments

• Embed our responsible gaming program in everything we do

People Engagement

• Measure and maintain high engagement levels utilizing an engagement index target

• Evolve our ways of working, embracing flexible and agile hybrid working models suited to roles

• Proactively support our employees’ holistic well-being

• Continue to hire, nurture and develop a diverse and inclusive workforce

• Continue to invest in learning and development of our employees

• Ensure our culture and values underpin everything we do

Building a Brighter Future

• Work toward carbon neutral status

• Seek to reduce direct energy usage

• Support the United Nations Global Compact Standard

• Support our Bally Cares Initiatives

Government Gaming Regulation

The gaming and racing industries are highly regulated and we must maintain licenses and pay gaming taxes in each jurisdiction in which we operate in order to continue operations.

Each of our facilities is subject to extensive regulation under the laws, rules and regulations of the jurisdiction in which it is located.

The casino and iGaming industries are highly regulated and we must maintain licenses and pay gaming taxes in each jurisdiction in which we operate in order to continue operations.

Each of our casino and iGaming businesses is subject to extensive regulation under the laws, rules and regulations of the jurisdiction in which it operates.

These laws, rules and regulations generally concern the responsibility, financial stability, integrity and character of the owners, managers and persons with financial interests in the gaming operations.

Violations of laws or regulations in one jurisdiction could result in disciplinary action in that and other jurisdictions.

Some jurisdictions, including those in which we are licensed, empower their regulators to investigate participation by licensees in gaming outside their jurisdiction and require access to periodic reports respecting those gaming activities.

Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

Under provisions of gaming laws in jurisdictions in which we have operations, and under our organizational documents, certain of our securities are subject to restrictions on ownership which may be imposed by specified governmental authorities.

The restrictions may require a holder of our securities to dispose of the securities or, if the holder refuses, or is unable, to dispose of the securities, we may be required to repurchase the securities.

Under gaming laws in jurisdictions in which we have operations, and under our organizational documents, certain of our securities are subject to restrictions on ownership which may be imposed by specified governmental authorities.

These restrictions may require a holder of our securities to dispose of the securities, or, if the holder refuses or is unable to dispose of the securities, we may be required to repurchase the securities.

For a more detailed description of regulations to which we are subject, see Exhibit 99.1 , to this Annual Report on Form 10-K, which is incorporated herein by reference.

The Regulatory Agreement

On November 13, 2019, certain of our subsidiaries, the Rhode Island Department of Business Regulation and the Division of Lotteries of the Rhode Island Department of Revenue amended and restated our Regulatory Agreement (the “Regulatory Agreement”), replacing the previous regulatory agreement dated July 1, 2016.

The Regulatory Agreement sets forth certain requirements with respect to the Division of Lotteries of the Rhode Island Department of Revenue and the Rhode Island Department of Business Regulation’s regulatory oversight of us.

The Regulatory Agreement contains financial and other covenants that, among other things, (1) restrict the acquisition of stock and other financial interests in us, (2) relate to the licensing and composition of members of our management and Board of Directors (the “Board”), (3) prohibit certain competitive activities and related-party transactions, and (4) restrict our ability to declare or make restricted payments (including dividends), or incur additional indebtedness, or take certain other actions, if our leverage ratio exceeds 4.75 to 1.00 (in general being gross debt divided by EBITDA as defined in the Regulatory Agreement).

This ratio level is subject to potential reduction after June 30, 2021.

The Regulatory Agreement also provides affirmative obligations, including setting a minimum number of employees that we must employ in Rhode Island and providing the Rhode Island Department of Business Regulation and the Division of Lotteries of the Rhode Island Department of Revenue with periodic information updates about us.

Among other things, the Regulatory Agreement prohibits us and our subsidiaries from owning, operating, managing or providing gaming specific goods and services to any properties in Rhode Island (other than Twin River Casino Hotel and Tiverton Casino Hotel), Massachusetts, Connecticut or New Hampshire.

Termination of the Regulatory Agreement may be effected by us if we are no longer involved in the ownership or management of the Lincoln or Tiverton facilities, among other events.

A failure to comply with the provisions in the Regulatory Agreement could subject us to injunctive or monetary relief, payments to the Rhode Island regulatory agencies and ultimately the revocation or suspension of our licenses to operate in Rhode Island.

On October 6, 2020, we and the Rhode Island regulatory authorities amended the Regulatory Agreement to clarify the leverage ratio and capital expenditure requirements in light of COVID-related closures and curtailments.

Under the amendments, in general, we are authorized to establish Adjusted EBITDA amounts by reference to pre-COVID performance levels, by property, for purposes of calculating compliance with the maximum leverage ratio, until such time as that property has no further COVID-related restrictions or its performance exceeds pre-COVID levels.

This method of calculating Adjusted EBITDA for purposes of determining the leverage ratio applies to all existing properties as well as all properties acquired in the future.

In addition, the amendments allowed us to defer required capital expenditures from 2020 until 2021, and provides the State of Rhode Island discretion to further defer some of the required capital expenditures into 2022 depending on capital expenditure levels in 2021 and other factors.

Our Regulatory Agreement

On February 17, 2022, certain of our subsidiaries, the Rhode Island Department of Business Regulation (“DBR”) and the Division of Lotteries (“DoL”) of the Rhode Island Department of Revenue amended and restated our Regulatory Agreement (the “Regulatory Agreement”).

The amendment and restatement of the Regulatory Agreement was mandated by legislation enacted in Rhode Island in June 2021.

The Regulatory Agreement contains financial and other covenants that, among other things, (1) restrict the acquisition of stock and other financial interests in us, (2) relate to the licensing and composition of members of our management and Board of Directors (the “Board”), (3) prohibit certain competitive activities and related-party transactions and (4) restrict our ability to declare or make restricted payments (including dividends), incur additional indebtedness or take certain other actions, if our leverage ratio exceeds 5.50 to 1.00 (in general being gross debt divided by Adjusted EBITDA, each as defined in the Regulatory Agreement).

The Regulatory Agreement also provides affirmative obligations, including setting a minimum number of employees that we must employ in Rhode Island and providing the DBR and DoL with periodic information updates about us.

Among other things, the Regulatory Agreement prohibits us and our subsidiaries from owning, operating, managing or providing gaming specific goods and services to any properties in Rhode Island (other than Bally’s Twin River and Bally’s Tiverton), Massachusetts, Connecticut or New Hampshire.

A failure to comply with the Regulatory Agreement could subject us to injunctive or monetary relief, payments to the Rhode Island regulatory agencies and ultimately the revocation or suspension of our licenses to operate in Rhode Island.

In addition, our master contracts with Rhode Island were extended through June 30, 2043, and allow for consolidation of promotional points between Bally’s Twin River and Bally’s Tiverton, obligate Bally’s Twin River to build a 50,000 square foot expansion, obligate Bally’s Twin River to lease at least 20,000 square feet of commercial space in Providence, and commit us to invest $100 million in Rhode Island over this extended term, including an expansion and the addition of new amenities at Bally’s Twin River.

This June 2021 legislation also authorized a joint venture with International Gaming Technology PLC (“IGT”) to become a licensed technology provider and supply the State of Rhode Island with all Video Lottery Terminals (“VLTs”) at both Bally’s Twin River and Bally’s Tiverton for a 20.5-year period starting January 1, 2023.

IGT will own 60% of the joint venture.

As of July 1, 2021, until the joint venture is operating, we will supply 23% of all VLTs in return for 7% net terminal income from the machines.

Other Laws and Regulations

Our businesses are subject to various federal, state and local laws and regulations in addition to gaming regulations.

These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, food service, smoking, environmental matters, employees and employment practices, currency transactions, taxation, zoning and building codes, and marketing and advertising.

Our businesses are subject to various laws and regulations in addition to gaming regulations.

These laws and regulations include restrictions and conditions concerning alcoholic beverages, food service, smoking, environmental matters, employees and employment practices, currency transactions, taxation, zoning and building codes and marketing and advertising.

Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted.

Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

Material changes to any of the laws, rules, regulations or ordinances to which we are subject, new laws or regulations or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

The sale of alcoholic beverages is subject to licensing, control and regulation by applicable local regulatory agencies.

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The agencies involved have full power to limit, condition, suspend or revoke any license, and any disciplinary action could, and revocation would, have a material adverse effect upon our operations.

Human Capital Resources

Employee Relations, Diversity and Social Inclusion

We pride ourselves on providing an outstanding guest experience and we recognize that we must attract and retain employees who are committed to this vision.

We support the professional development of our employees through training programs, scholarships, wellness initiatives and tuition reimbursement opportunities.

We also have programs in place to recognize our employees’ contributions to the workplace to reinforce that we value them and their contributions.

To promote and foster a culture of inclusion, our properties have hiring initiatives that are aimed at increasing diversity and promoting gender equality and we welcome employees and guests of all backgrounds.

We believe in the importance of giving back to our communities and have several philanthropic initiatives, including fundraising events to support local charities and organizations and community service events.

Labor Relations

As of December 31, 2020, we had approximately 5,455 employees.

Most of our employees in Rhode Island and New Jersey are represented by a labor union and are subject to collective bargaining agreements with us.

As of such date, we had 19 collective bargaining agreements covering approximately 2,281 employees.

Three collective bargaining agreements are scheduled to expire in 2021 and we are currently renegotiating one collective bargaining agreement that has expired, covering 806 employees.

There can be no assurance that we will be able to extend or enter into replacement agreements.

If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing agreements.

Employees in Delaware, Mississippi, Missouri, Louisiana and Colorado are not represented by any labor union.

Casino, hotel and racing operations in our markets are subject to seasonal variation.

Seasonal weather conditions can frequently adversely affect transportation routes to each of our properties and may cause flooding and other effects that result in the closure of our properties.

As a result, unfavorable seasonal conditions could have a material adverse effect on our operations.

Intellectual Property

Our principal intellectual property consists of trademarks based on the Bally’s brand name, which we continue to deploy throughout our interactive and retail operations, including Bally Casino, Bally Bet, Bally Rewards, Bally Play and Bally Sports, among others.

We also own a number of other trademarks related to our growing sports betting operations, including MKF, SportCaller and Telescope, among others.

Intellectual property rights are substantial to our business, as they protect important assets and products of our interactive and retail operations.

Our in-house departments develop and acquire various forms of intellectual property, including copyright, trademarks, patents and trade secrets.

Under the license agreement, we have the exclusive right to use the “Hard Rock” brand name in connection with, and as it relates to, the Hard Rock Biloxi property for an annual fee.

We also secure licenses in relation to certain intellectual property owned by other third parties for the operation of our online gaming, sportsbook and daily fantasy sports offerings.

We maintain and pursue registration of valuable proprietary trademarks used on our online platforms, as well as selected brands used in our retail front.

Our trademark portfolio includes registrations in the US and jurisdictions outside the US in line with our global operations.

Our group creates original software code and designs for, among others, the needs of our gaming and betting operations, which are protected by copyright.

We also own several US patents in relation for inventive elements of gaming software.

In addition, we actively monitor the use of our key brands in commerce and, where appropriate, we take enforcement actions to cease activities by third parties, that could cause market confusion or dilution of our brands.

We also seek to maintain our trade secrets and confidential information via relevant non-disclosure agreements and confidentiality clauses.

Corporate Information

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Our website address is www.Ballys.com.

The information that is contained in, or that is accessed through, our website is not part of this filing.

The information that is contained in, or that is accessible through, our website is not part of this filing.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business