What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-12 · 372 added, 226 removed, 1058 unchanged (36% of the section changed)

40 unchanged sentences

Additional paid-in-capital 750,129 1,414,410

Retained earnings (deficit) 34,516 ( 1,123,649 )

Accumulated deficit ( 193,920 ) ( 1,123,649 )

Accumulated other comprehensive income (loss) 73,379 ( 260,267 )

8 unchanged sentences

Successor Predecessor

Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Gaming $ 557,631 $ 871,410 $ 185,767 $ 524,751 $ 1,040,808

1 unchanged sentence

Total revenue 657,534 1,026,228 220,498 621,657 1,240,139

Operating (income) costs and expenses:

Operating costs and expenses:

Gaming 242,036 375,559 87,994 236,170 472,314

3 unchanged sentences

Total operating costs and expenses 659,971 1,030,475 241,264 616,084 1,308,521

Loss from operations ( 1,810 ) ( 20,766 ) ( 73,955 )

(Loss) income from operations ( 2,437 ) ( 4,247 ) ( 20,766 ) 5,573 ( 68,382 )

Other (expense) income:

4 unchanged sentences

(Benefit) provision for income taxes 185,441 88,348 664 ( 1,501 ) 29,881

Net income (loss) $ 34,516 $ ( 51,024 ) $ ( 173,914 )

Basic earnings (loss) per share $ 0.57 $ ( 1.05 ) $ ( 3.61 )

Net loss $ ( 228,436 ) $ ( 193,920 ) $ ( 51,024 ) $ ( 60,196 ) $ ( 234,110 )

Basic loss per share $ ( 3.76 ) $ ( 3.20 ) $ ( 1.05 ) $ ( 1.24 ) $ ( 4.85 )

Weighted average common shares outstanding - basic 60,686 60,554 48,743 48,498 48,308

Diluted earnings (loss) per share $ 0.57 $ ( 1.05 ) $ ( 3.61 )

Diluted loss per share $ ( 3.76 ) $ ( 3.20 ) $ ( 1.05 ) $ ( 1.24 ) $ ( 4.85 )

Weighted average common shares outstanding - diluted 60,686 60,554 48,743 48,498 48,308

4 unchanged sentences

Successor Predecessor

Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Net income (loss) $ 34,516 $ ( 51,024 ) $ ( 173,914 )

Three Months Ended June 30, 2025 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Net loss $ ( 228,436 ) $ ( 193,920 ) $ ( 51,024 ) $ ( 60,196 ) $ ( 234,110 )

Other comprehensive income (loss):

3 unchanged sentences

Other comprehensive income (loss) 61,216 73,379 ( 9,443 ) ( 793 ) ( 14,838 )

Total comprehensive income (loss) $ 46,679 $ ( 60,467 ) $ ( 187,959 )

Total comprehensive loss $ ( 167,220 ) $ ( 120,541 ) $ ( 60,467 ) $ ( 60,989 ) $ ( 248,948 )

See accompanying notes to condensed consolidated financial statements.

14 unchanged sentences

Paid-in Capital Treasury

Stock Retained Earnings Accumulated Other Comprehensive Income Non-controlling Interest Total Stockholders’

Stock Retained Earnings (Deficit) Accumulated Other Comprehensive Income Non-controlling Interest Total Stockholders’

Shares Outstanding Amount

8 unchanged sentences

Balance as of March 31, 2025 (Successor) 49,011,796 $ 489 $ 749,318 $ — $ 34,516 $ 12,163 $ 12,361 $ 808,847

Issuance of restricted stock and other stock awards 108,301 1 ( 225 ) — — — — ( 224 )

Share-based compensation — — 2,350 — — — — 2,350

Other — — ( 1,314 ) — — — — ( 1,314 )

Other comprehensive income — — — — — 61,216 — 61,216

Net income — — — — ( 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

BALLY’S CORPORATION

13 unchanged sentences

Balance as of March 31, 2024 (Predecessor) 40,483,375 $ 405 $ 1,402,384 $ — $ ( 729,809 ) $ ( 223,603 ) $ 428 $ 449,805

Issuance of restricted stock and other stock awards 135,981 1 262 — — — — 263

Share-based compensation — — 4,472 — — — — 4,472

Other comprehensive income — — — — — ( 793 ) — ( 793 )

Net loss — — — — ( 60,196 ) — — ( 60,196 )

Balance as of June 30, 2024 40,619,356 $ 406 $ 1,407,118 $ — $ ( 790,005 ) $ ( 224,396 ) $ 428 $ 393,551

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Six Months Ended June 30,

Successor Predecessor

(in thousands) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

(in thousands) Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Six Months Ended June 30, 2024

Cash flows from operating activities:

Net income (loss) $ 34,516 $ ( 51,024 ) $ ( 173,914 )

Net loss $ ( 193,920 ) $ ( 51,024 ) $ ( 234,110 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 119,213 22,343 238,528

Non-cash lease expense 12,744 7,228 14,222

Non-cash amortization of right of use assets 35,390 7,228 28,876

Share-based compensation 5,090 1,954 7,530

Amortization of debt discount and debt issuance costs 14,648 1,004 2,877

Impairment charges — — 12,757

Non-cash amortization of debt discount and debt issuance costs 35,521 1,004 5,781

Loss on extinguishment of debt 17,372 — —

Deferred income taxes 31,902 ( 3,010 ) 31,654

Change in fair value of equity method investments ( 5,544 ) — —

Change in fair value of fair value option assets ( 66,267 ) — —

(Income) loss from equity method investments ( 1,464 ) 594 ( 789 )

Change in value of performance warrants — 1,180 —

Change in contingent consideration payable ( 867 ) 786 ( 1,835 )

Foreign exchange gain 4,947 ( 194 ) ( 3,799 )

4 unchanged sentences

Cash paid for acquisitions, net of cash acquired 21,233 — 208

Proceeds from net investment hedges — — 2,051

Cash paid for The Star Investment ( 83,720 ) — —

Capital expenditures ( 79,422 ) ( 16,424 ) ( 63,762 )

19 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Six Months Ended June 30,

Successor Predecessor

(in thousands) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

(in thousands) Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Six Months Ended June 30, 2024

Supplemental disclosure of cash flow information:

3 unchanged sentences

Unpaid property and equipment $ 64,602 $ 15,772 $ 25,746

Unpaid internally developed software 1,529 6,158 633

Unpaid capitalized software 1,149 6,158 781

Consideration issued for the Company Merger 955,647 — —

Consideration issued for the Queen Merger 555,751 — —

Intralot shares received as settlement of loan receivable

Unpaid equity method investment 6,001 — —

Bally’s Chicago - land development liability — — 1,931

Successor Predecessor

March 31, February 7, December 31,

June 30, February 7, December 31,

Reconciliation of cash and cash equivalents and restricted cash:

89 unchanged sentences

As described in Note 1, “General Information”, the Company completed the Merger with Queen on February 7, 2025 (the “Closing”), with Queen surviving the Merger as a wholly-owned subsidiary of the Company.

The Merger with Queen was accounted for as a transaction between entities under common control due to the control of the Company and Queen by the Parent and its affiliates before and after the Merger.

The Parent and its affiliates maintained a controlling financial interest, as defined by ASC 810, in Queen before and after the Merger, and in the Company upon consummation of the Merger.

The Merger with Queen was accounted for as a transaction between entities under common control because the Parent and its affiliates contributed a wholly owned subsidiary into the Company, which became a controlled subsidiary of the Parent and its affiliates upon consummation of the merger.

The Company has elected to push down its Parent’s basis in its net assets into its unaudited condensed consolidated financial statements, and as a result, unless the context otherwise requires, the “Company,” for periods prior to the Closing refers to Bally’s (“Predecessor”), and for the periods after the Closing refers to the combined Company of Bally’s and Queen (“Successor” or the “Company”).

2 unchanged sentences

As a result, the financial statements included in this report reflect (i) the historical operating results of Bally’s prior to the Merger and (ii) the combined results of the Company following the Closing.

The accompanying unaudited condensed consolidated financial statements include a Predecessor period, which includes the period through February 7, 2025 concurrent with the Merger, and a Successor period from February 8, 2025 through March 31, 2025.

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.

14 unchanged sentences

Equity adjustment associated with the Queen merger $ 338,724

For the period from February 8, 2025 to March 31, 2025 (Successor), revenue and net income for Queen were $ 34.7 million were $ 13.0 million, respectively.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For the three months ended June 30, 2025 (Successor) and period from February 8, 2025 to June 30, 2025 (Successor), revenue for Queen was $ 61.3 million and $ 96.0 million, respectively and net income was $ 41.8 million and $ 54.8 million, respectively.

Equity Method Investments

2 unchanged sentences

The total initial investment represented approximately 26.86 % of the outstanding shares of Intralot.

The investment is accounted for as an equity method investment.

The investment is accounted for under the fair value option as the Company believes this best depicts the economics of the investment.

During the three months ended June 30, 2025 (Successor), an existing loan receivable was settled by payment to the Company in 34.3 million shares of Intralot.

On June 30, 2025, the Company also purchased 4.8 million additional shares of Intralot for € 1.06 per share.

Both of these transactions brought the Company’s total investment in Intralot up to 33.34 % of the outstanding shares of Intralot.

The investment is accounted for as an equity method investment under the fair value option as the Company believes this best depicts the economics of the investment.

In 2024, the Company completed the sale of portions of its international interactive business in Asia and certain other international markets in its International Interactive reportable segment (the “Carved-Out Business”) to a company (the “Buyer”) formed by members of management of the Carved-Out Business.

13 unchanged sentences

Management has analyzed and concluded that a trust that was established in connection with the disposal of the Asia Interactive Business, is a VIE that will be consolidated based on the applicable criteria.

As of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), consolidated VIEs had total assets of $ 276.8 million and $ 263.9 million, respectively, and total liabilities of $ 36.3 million and $ 27.9 million, respectively.

Consolidated VIEs had total revenue of $ 4.9 million, $ 3.7 million, and $ 61.9 million for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor), respectively.

As of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), consolidated VIEs had total assets of $ 286.9 million and $ 263.9 million, respectively, and total liabilities of $ 33.4 million and $ 27.9 million, respectively.

Consolidated VIEs had total revenue of $ 7.0 million and $ 46.5 million for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively, and total revenue of $ 11.9 million, $ 3.7 million and $ 108.4 million for the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), respectively.

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.

5 unchanged sentences

Based on the shares issued in the private placement the Company has a de minimus non-controlling interest in Bally’s Chicago, Inc.

as of March 31, 2025 (Successor).

Net income attributable to non-controlling interest was de minimus for the period from February 8, 2025 to March 31, 2025 (Successor).

as of June 30, 2025 (Successor).

Net income attributable to non-controlling interest was de minimus for the three and six months ended June 30, 2025 (Successor).

The Star Entertainment Group Investment

On April 7, 2025, the Company entered into a Binding Term Sheet with The Star Entertainment Group Limited (“The Star”), an ASX-listed company, to invest up to A$ 300.0 million in a multi-tranche issuance of convertible notes and subordinated debt (the “Investment”).

On April 8, 2025, The Star announced a commitment from its largest shareholder, Investment Holdings Pty, to subscribe for A$ 100.0 million of the Investment, reducing the Company’s commitment to A$ 200.0 million.

On April 9, 2025, the Company funded A$ 66.7 million, consisting of Tranche 1A convertible notes of A$ 22.2 million (the “Convertible Notes”) and subordinated debt with a principal amount of A$ 44.4 million.

Additionally, on May 23, 2025, the Company and The Star entered into a Subscription Agreement and a Subordination Deed Poll in favor of certain The Star’s senior lenders.

Following shareholder approval obtained on June 25, 2025, the Company funded an additional principal amount of A$ 66.7 million in subordinated debt on June 27, 2025 (together with the A$ 44.4 million, the “Subordinated Notes”).

As of June 30, 2025, the outstanding principal balance on the Subordinated Notes and Convertible Notes were A$ 111.1 million and A$ 22.2 million, respectively.

The remainder of the Company’s A$ 66.7 million commitment is expected to be funded upon regulatory approval of the Investment (the “Forward Obligation”).

Separately, upon such approval, the Subordinated Notes will settle into the Convertible Notes on a cashless basis.

Both the Convertible Notes and Subordinated Notes mature on July 2, 2029, and bear interest at an annual rate of 9 %, paid in-kind and compounded quarterly.

The Star may elect to settle accrued interest in cash or by issuing its ordinary shares.

The Company can convert the principal amount of the Convertible Notes into ordinary shares of The Star at any time once regulatory approval has been received at a conversion price of A$ 0.08 per share.

The Company accounts for the instruments funded to date, along with the embedded derivatives associated with their conversion and redemption features, by utilizing the fair value option under ASC 825, Financial Instruments , as the Company believes this best depicts the economics of the investment.

Refer to Note 12 “Fair Value Measurements” for further information.

Cash and Cash Equivalents and Restricted Cash

4 unchanged sentences

Successor Predecessor

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

8 unchanged sentences

(1) Represents the Company’s share of VLT and table games revenue for Bally’s Twin River and Bally’s Tiverton due from the State of Rhode Island and for Bally’s Dover from the State of Delaware.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Deferred Payables

1 unchanged sentence

In certain cases, where the Company is not able to extend payment terms directly with suppliers or vendors, the Company will consider deferred payable solutions that simulate such trade term extensions.

These solutions generally involve entering into exchange agreements with intermediary institutions who will make payments to the supplier or vendor within the original terms on behalf of the Company, in exchange for a new bill with terms that conforms to the Company’s payment policy of net 90 days.

The Company will then pay the new bill to the intermediary institutions, inclusive of any embedded premium, which the Company records as Interest expense, net, within three months or less.

Amounts outstanding under these deferred payable arrangements were $ 97.2 million and $ 72.8 million as of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively, and are included in “Accrued and other current liabilities” on the condensed consolidated balance sheets.

For the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor) the Company borrowed $ 13.9 million, $ 79.6 million, and $ 41.9 million, respectively, under these deferred payable arrangements.

For the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor) the Company repaid $ 5.0 million and $ 68.5 million, respectively, under these arrangements.

There were no repayments during the three months ended March 31, 2024 (Predecessor).

For the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor) the Company incurred $ 1.6 million, $ 0.5 million and $ 0.8 million, respectively, of interest expense under these arrangements.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Amounts outstanding under these deferred payable arrangements were $ 94.7 million and $ 72.8 million as of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), respectively, and are included in Accrued and other current liabilities on the condensed consolidated balance sheets.

For the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), the Company borrowed $ 92.2 million and $ 60.1 million, respectively under these deferred payable arrangements.

For the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), the Company borrowed $ 106.1 million, $ 79.6 million and $ 102.3 million, respectively, under these deferred payable arrangements.

For the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), the Company repaid $ 96.5 million and $ 41.5 million, respectively.

For the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor) the Company repaid $ 101.5 million and $ 68.5 million and $ 41.5 million, respectively.

For the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), the Company incurred $ 2.2 million and $ 1.4 million, respectively, of interest expense under these arrangements.

For the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), the Company incurred $ 3.8 million, $ 0.5 million and 2.2 million, respectively, of interest expense under these arrangements.

Gaming Expenses

3 unchanged sentences

The Company expenses advertising costs as incurred.

Advertising expenses, including production and agency fees of campaigns, for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor) was $ 1.4 million, $ 0.9 million and $ 5.6 million, respectively, and 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 $ 18.1 million, $ 12.6 million and $ 46.2 million during the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor), respectively.

Advertising expenses, including production and agency fees of campaigns, for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor) was $ 2.7 million and $ 4.0 million, respectively.

Advertising expenses, including production and agency fees of campaign, for the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor) was $ 4.1 million, $ 0.9 million, and $ 9.6 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 $ 31.5 million $ 47.0 million for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively and $ 49.6 million, $ 12.6 million and $ 93.2 million during the period from February 8, 2025 to June 30, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor), and the six months ended June 30, 2024 (Predecessor), respectively.

These costs are included within Gaming expenses in the condensed consolidated statements of operations.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Share-Based Compensation

The Company recognized total share-based compensation expense of $ 2.7 million, $ 2.0 million and $ 3.1 million for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor), respectively.

The total income tax benefit for share-based compensation arrangements was $ 0.7 million, $ 0.5 million and $ 0.8 million for the period from February 8, 2025 to March 31, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor), respectively.

The Company recognized total share-based compensation expense of $ 2.4 million and $ 4.5 million for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), and $ 5.1 million, $ 2.0 million and $ 7.5 million for the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), respectively.

The total income tax benefit for share-based compensation arrangements was $ 0.6 million and $ 1.2 million for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), and $ 1.3 million, $ 0.5 million and $ 2.0 million for the period from February 8, 2025 to June 30, 2025 (Successor) the period from January 1, 2025 to February 7, 2025 (Predecessor), and the six months ended June 30, 2024 (Predecessor), respectively.

Strategic Partnership - Sinclair Broadcast Group

7 unchanged sentences

Refer to Note 12 “Fair Value Measurements” for more information.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Provision for Income Taxes

During the period from February 8, 2025 to March 31, 2025 (Successor), the Company recorded a benefit for income tax of $ 97.1 million, and a provision for income tax of $ 0.7 million, and $ 31.4 million during the period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor), respectively.

The effective tax rate for period from February 8, 2025 to March 31, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor) was 155.2 %, ( 1.3 )%, and 22.0 %, respectively.

As of March 31, 2025 (Successor), the Company projects an annual tax provision relative to its pre-tax loss in the US due to the valuation allowance on interest, and a tax provision internationally relative to its pre-tax income, which results in a combined 204 % annual effective tax rate, as the combined pre-tax income by jurisdiction is minimized.

During the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), the Company recorded a provision for income tax of $ 185.4 million and a benefit of $ 1.5 million, respectively.

For the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), the Company recorded a provision of $ 88.3 million, $ 0.7 million and $ 29.9 million, respectively.

The effective tax rate for three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor) was ( 431.3 )% and 2.4 %, respectively.

The effective tax rate for the period from February 8, 2025 to June 30, 2025 (Successor), period from January 1, 2025 to February 7, 2025 (Predecessor), and the six months ended June 30, 2024 (Predecessor) was ( 83.7 )%, ( 1.3 )%, and ( 14.6 )%, respectively.

As of June 30, 2025 (Successor), the Company projects an annual tax provision relative to its pre-tax loss in the US due to the valuation allowance on interest, and a tax provision internationally relative to its pre-tax income, which results in a combined ( 99.0 )% annual effective tax rate, as the combined pre-tax income by jurisdiction is minimized.

RELATED PARTY TRANSACTIONS

The Company holds a warrant, representing a 19.99 % fully diluted equity interest in the Carved-Out Business, which as a result is an unconsolidated entity accounted for under the equity method and is considered to be a related party under ASC 850.

Revenues generated from this equity method investee are included in “Non-gaming revenue” and were $ 3.7 million and $ 4.9 million for the period from February 8, 2025 to March 31, 2025 (Successor) and period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.

There was no revenue generated from this equity method investee during the three months ended March 31, 2024 (Predecessor).

Receivables from this equity method investee are included in Accounts receivable, net and were $ 3.3 million and $ 1.1 million as of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively.

The Company holds a warrant, representing a 19.99% fully diluted equity interest in the Carved-Out Business, which as a result is an unconsolidated entity accounted for under the equity method and is considered to be a related party under ASC 850, Related Party Disclosures .

Revenues generated from this equity method investee are included in Non-gaming revenue and were $ 7.0 million, $ 11.9 million and $ 3.7 million for 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.

There was no revenue generated from this equity method investee during the three and six months ended June 30, 2024 (Predecessor).

Receivables from this equity method investee are included in Accounts receivable, net and were $ 3.7 million and $ 1.1 million as of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), respectively.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In connection with the disposal of the Carved-Out Business, the Company entered into a seven -year term loan with the Buyer for a principal amount of € 30 million, subject to applicable interest.

As of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), the Company had a loan receivable of approximately $ 29.3 million and $ 31.2 million, respectively, included in Other assets within the condensed consolidated balance sheets, and recorded interest income of $ 0.5 million and $ 0.3 million, respectively, for the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), included within Interest expense, net in the condensed consolidated statements of operations.

As of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), the Company had a loan receivable of approximately $ 33.2 million and $ 31.2 million, respectively, included in Other assets within the condensed consolidated balance sheets.

The Company recorded interest income of $ 0.8 million, $ 1.3 million and $ 0.3 million, respectively, for 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), included within Interest expense, net in the condensed consolidated statements of operations.

CONSOLIDATED FINANCIAL INFORMATION

General and Administrative Expense

Amounts included in General and administrative for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor) were as follows:

Amounts included in General and administrative were as follows:

Successor Predecessor

(in thousands) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

(in thousands) Three Months Ended June 30, 2025 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Advertising, general and administrative $ 274,413 $ 414,829 $ 100,969 $ 232,222 $ 456,423

2 unchanged sentences

Restructuring charges, net — — — 376 18,989

Impairment charges — — — 12,757 12,757

Total general and administrative $ 298,198 $ 458,589 $ 114,401 $ 252,419 $ 500,855

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Other Non-Operating (Expense) Income, Net

Amounts included in Other non-operating income (expense), net for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor) were as follows:

Amounts included in Other non-operating income (expense), net were as follows:

Successor Predecessor

(in thousands) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Loss on extinguishment of debt $ — $ ( 17,372 ) $ — $ — $ —

Change in value of performance warrants — — ( 1,180 ) 6,317 6,317

Gain on fair value of equity method investment 5,544 — —

Gain on fair value of fair value option assets 60,723 66,267 — — —

Net income (loss) from equity method investments 601 1,464 ( 594 ) 234 789

Foreign exchange gain 1,591 194 2,816

Foreign exchange gain (loss) ( 6,538 ) ( 4,947 ) 194 983 3,799

Other, net 2,178 2,522 ( 785 ) ( 604 ) 579

Total other non-operating income (expense), net $ 56,964 $ 47,934 $ ( 2,365 ) $ 6,930 $ 11,484

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Interest Expense, Net

Amounts included in interest expense, net, for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor) were as follows:

Amounts included in interest expense, net were as follows:

Successor Predecessor

(in thousands) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Interest income $ 3,889 $ 5,339 $ ( 1 ) $ 6,226 $ 11,021

15 unchanged sentences

The Company is currently in the process of evaluating the impact of this amendment on its condensed consolidated financial statements and related disclosures.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements .

2 unchanged sentences

The Company is currently in the process of evaluating the impact of this amendment on its condensed consolidated financial statements and related disclosures.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

4 unchanged sentences

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.

REVENUE RECOGNITION

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In addition, in the event of a multi-stage contest, the Company will allocate transaction price ratably from contest start to the contest’s final stage.

The transaction price for racing operations, inclusive of live racing events conducted at the Company’s racing facilities, is the commission received from the pari-mutuel pool less contractual fees and obligations, primarily consisting of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to the racing operations.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program contract liability based on the stand-alone selling price of the incentive earned.

6 unchanged sentences

Racing revenue includes several of our casinos and resorts’ share of wagering from live racing and the import of simulcast signals, and is recognized upon completion of the wager based upon an established take-out percentage.

The estimated retail value related to goods and services provided to customers without charge or upon redemption under the Company’s player loyalty programs included in departmental revenues, and therefore reducing gaming revenues, are as follows for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor):

Successor Predecessor

(in thousands) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Hotel $ 18,643 $ 29,439 $ 7,098 $ 20,435 $ 40,906

9 unchanged sentences

The standalone selling price of these goods and services are determined based upon the actual retail prices charged to customers for those items.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Revenue Recognition

7 unchanged sentences

The following tables provide a disaggregation of revenue by segment (in thousands):

Period from February 8, 2025 to March 31, 2025 (Successor) Casinos & Resorts International Interactive North America Interactive Corporate & Other Total

Three Months Ended June 30, 2025 (Successor)

Casinos & Resorts International Interactive North America Interactive Corporate & Other Total

Gaming $ 305,858 $ 195,860 $ 55,913 $ — $ 557,631

5 unchanged sentences

Total revenue $ 393,333 $ 206,066 $ 56,502 $ 1,633 $ 657,534

Period from January 1, 2025 to February 7, 2025 (Predecessor)

Period from February 8, 2025 to June 30, 2025 (Successor)

Gaming $ 484,392 $ 303,596 $ 83,422 $ — $ 871,410

5 unchanged sentences

Total revenue $ 620,184 $ 318,816 $ 84,059 $ 3,169 $ 1,026,228

Three Months Ended March 31, 2024 (Predecessor)

Period from January 1, 2025 to February 7, 2025 (Predecessor)

Gaming $ 95,984 $ 74,849 $ 14,934 $ — $ 185,767

5 unchanged sentences

Total revenue $ 124,299 $ 78,985 $ 16,941 $ 273 $ 220,498

Three Months Ended June 30, 2024 (Predecessor)

Gaming $ 255,545 $ 227,149 $ 42,057 $ — $ 524,751

Hotel 35,264 — — — 35,264

Food and beverage 33,123 — — — 33,123

Retail, entertainment and other 19,119 2,247 4,443 2,710 28,519

Total non-gaming revenue 87,506 2,247 4,443 2,710 96,906

Total revenue $ 343,051 $ 229,396 $ 46,500 $ 2,710 $ 621,657

Six Months Ended June 30, 2024 (Predecessor)

Gaming $ 505,963 $ 458,416 $ 76,429 $ — $ 1,040,808

Hotel 76,354 — — — 76,354

Food and beverage 68,075 — — — 68,075

Retail, entertainment and other 34,988 5,663 9,638 4,613 54,902

Total non-gaming revenue 179,417 5,663 9,638 4,613 199,331

Total revenue $ 685,380 $ 464,079 $ 86,067 $ 4,613 $ 1,240,139

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 $ 38.8 million and $ 41.3 million as of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively.

The Company’s receivables related to contracts with customers were $ 41.2 million and $ 41.3 million as of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), respectively.

The Company has the following liabilities related to contracts with customers:

3 unchanged sentences

therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next 12 months.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Advance deposits are typically interactive player deposits and customer deposits for future banquet events, hotel room reservations, and gift cards.

2 unchanged sentences

Unpaid wagers include the Company’s outstanding chip liability and unpaid slot, pari-mutuel and sports betting tickets.

Liabilities related to contracts with customers as of March 31, 2025 (Successor) and December 31, 2024 (Predecessor) were as follows:

Liabilities related to contracts with customers as of June 30, 2025 (Successor) and December 31, 2024 (Predecessor) were as follows:

Successor Predecessor

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

3 unchanged sentences

Total $ 75,970 $ 71,300

The Company recognized $ 3.2 million, $ 2.2 million and $ 7.6 million of revenue related to loyalty program redemptions for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor), respectively.

The Company recognized $ 5.3 million and $ 7.8 million for three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively, of revenue related to loyalty program redemptions.

The Company recognized $ 8.5 million, $ 2.2 million and $ 15.5 million, respectively, of revenue related to loyalty program redemptions for the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor) .

BUSINESS COMBINATIONS

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The Merger between the Company and Queen was accounted for as a transaction between entities under common control in accordance with ASC Topic 805, Business Combinations (“ASC 805”), in which the accounting acquirer (Parent and its affiliates) obtained control of the Company.

As described in Note 2, “Summary of Significant Accounting Policies”, the Company has elected to push down its Parent’s basis in its net assets into its financial statements, and as a result, the net assets of the Predecessor will be measured and recognized at their fair values as of the acquisition date and will be combined with those of Queen at Queen’s historical carrying amounts and will be presented on a combined basis.

As described in Note 2, “Summary of Significant Accounting Policies”, the Company has elected to push down its Parent’s basis in its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and recognized at their fair values as of the acquisition date and were combined with those of Queen at Queen’s historical carrying amounts and are presented on a combined basis.

The following disclosures relate to the Company’s election to apply push down and show the effect of the change in control.

The fair value of the Merger consideration was $ 955.6 million, which represents the total number of shares outstanding prior to the Merger multiplied by the Merger value of $ 18.25 per share.

Immediately following the transaction, the Company repurchased 22.8 million shares at a price of $ 18.25 for total a total repurchase price of $ 416.2 million.

The fair value of the Merger consideration was $ 955.6 million, which represents 52,364,192 total shares outstanding prior to the Merger multiplied by the Merger value of $ 18.25 per share.

Immediately following the transaction, the Company repurchased 22,804,384 shares at a price of $ 18.25 for total a total repurchase price of $ 416.2 million.

BALLY’S CORPORATION

1 unchanged sentence

The preliminary allocation of the purchase price is as follows:

(in thousands) February 7, 2025

As of February 7, 2025

(in thousands) Preliminary as of February 7, 2025 Year to Date Adjustments Preliminary as of June 30, 2025

Cash and cash equivalents $ 173,550 $ — $ 173,550

15 unchanged sentences

The fair value of leasehold interests were estimated based on evaluating contractual rent payments relative to market rent giving consideration to the Company’s capitalization rates and rent coverage ratios, under the income method or by estimating the fee simple value and estimated rate of return, depending on the nature of the underlying leasehold interest.

The estimated fair values were based on assumptions that the Company believes are reasonable.

As of March 31, 2025 (Successor), the Company is in the process of completing its valuation of tangible and intangible assets and the allocation of the purchase price to the assets acquired and liabilities assumed, including the goodwill allocation to reporting units, which will be completed once the valuation process has been finalized.

In connection with with remeasuring the Company’s lease liabilities, unfavorable off-market components of $ 130.8 million were recognized as a decrease to the Company’s right of use assets, and will be amortized as a reduction of lease expense on a straight line basis over the remaining lease term.

The Company recorded intangible assets based on estimates of fair value which consisted of the following:

6 unchanged sentences

Intellectual property license Relief from royalty method 7 141,000

Trade names and other Relief from royalty method Indefinite 281,500

Indefinite lived trade names Relief from royalty method Indefinite 281,500

Total fair value of intangible assets $ 1,859,421

2 unchanged sentences

The projected future cash flows are discounted to present value using an appropriate discount rate.

As of March 31, 2025 (Successor), the Company is in the process of completing its valuation of intangible assets and the allocation of the purchase price to net assets, which will be completed once the valuation process has been finalized.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company incurred $ 15.9 million, $ 11.2 million and $ 0.8 million of transaction-related expenses for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor), respectively.

The estimated fair values were based on assumptions that the Company believes are reasonable.

As of June 30, 2025 (Successor), the Company is in the process of completing its valuation of tangible and intangible assets and the allocation of the purchase price to the assets acquired and liabilities assumed, including the allocation of goodwill to reporting units, which will be completed once the valuation process has been finalized.

The Company incurred $ 4.5 million and $ 1.2 million of transaction related expenses for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively.

The Company incurred $ 20.4 million, $ 11.2 million and $ 2.0 million of transaction-related expenses for the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the six months ended June 30, 2024 (Predecessor), respectively.

Transaction-related expenses were incurred in connection with the Merger and are primarily related to legal and professional fees, which have been included in General and administrative in the condensed consolidated statements of operations.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), prepaid expenses and other current assets was comprised of the following:

As of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), prepaid expenses and other current assets was comprised of the following:

Successor Predecessor

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

Short term notes receivable $ 16,221 $ 17,342

Services and license agreements $ 54,319 $ 43,141

Loan receivable 38,599 —

Short term notes receivable 19,811 17,342

Sales tax 17,807 18,988

Prepaid marketing 12,164 11,952

Short term derivative assets 4,999 5,359

Prepaid insurance 11,366 3,341

Short term derivative assets 11,561 5,359

Other 4,930 15,348

1 unchanged sentence

PROPERTY AND EQUIPMENT

As of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), property and equipment was comprised of the following:

As of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), property and equipment was comprised of the following:

Successor Predecessor

March 31, December 31,

June 30, December 31,

(in thousands) 2025 2024

7 unchanged sentences

Property and equipment, net $ 1,216,170 $ 630,702

Depreciation expense relating to property and equipment was $ 14.5 million, $ 7.6 million and $ 99.5 million for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor), respectively.

Depreciation expense during the three months ended March 31, 2024 (Predecessor) included $ 80.1 million of accelerated depreciation related to the closure of the Tropicana Las Vegas property on April 2, 2024.

Refer to Note 13 “ Restructuring Ex pense ” for further information.

The Company recorded capitalized interest of $ 1.7 million, $ 0.8 million and $ 1.8 million during the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor), respectively.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Depreciation expense relating to property and equipment was $ 13.0 million and $ 19.8 million for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively.

Depreciation expense related to property and equipment was $ 27.5 million, $ 7.6 million and $ 119.3 million for the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), respectively.

Depreciation expense during the six months ended June 30, 2024 (Predecessor) included $ 80.1 million of accelerated depreciation related to the closure of the Tropicana Las Vegas property on April 2, 2024.

Refer to Note 14 “ Restructuring Expense” for further information.

The Company recorded capitalized interest of $ 3.1 million and $ 2.1 million for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively.

The Company recorded capitalized interest of $ 4.8 million, $ 0.8 million and $ 3.9 million during the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), respectively.

GOODWILL AND INTANGIBLE ASSETS

The change in carrying value of goodwill by reportable segment for the three months ended March 31, 2025 (Successor) is as follows (in thousands):

The change in carrying value of goodwill by reportable segment for the six months ended June 30, 2025 (Successor) is as follows (in thousands):

Casinos & Resorts International Interactive North America Interactive Corporate & Other Total

5 unchanged sentences

Goodwill as of February 8, 2025 (Successor) 612,191 716,260 56,845 205,352 1,590,648

Current year measurement period adjustments ( 73 ) 5,400 324 3,480 9,131

Goodwill measurement period segment re-allocation ( 253,874 ) 387,070 ( 47,567 ) ( 85,629 ) —

Effect of foreign exchange — 120,554 — 120,554

Goodwill as of March 31, 2025 (Successor)

Goodwill as of June 30, 2025 (Successor)

$ 358,244 $ 1,229,284 $ 9,602 $ 123,203 $ 1,720,333

__________________________________

(1) Amounts are shown net of accumulated goodwill impairment charges of $ 5.4 million and $ 140.4 million for Casinos & Resorts and North America Interactive, respectively.

The change in intangible assets, net for the three months ended March 31, 2025 (Successor) is as follows (in thousands):

(1) Amounts are shown net of accumulated goodwill impairment charges of $ 5.4 million, $ 71.6 million and $ 140.4 million for Casinos & Resorts, International Interactive and North America Interactive,respectively.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The change in intangible assets, net for the six months ended June 30, 2025 (Successor) is as follows (in thousands):

Intangible assets, net as of December 31, 2024 (Predecessor)

Effect of foreign exchange ( 3,662 )

Internally developed software 3,054

Capitalized software 3,054

Amortization of intangible assets ( 14,765 )

1 unchanged sentence

Intangible assets, net as of February 08, 2025 (Successor) $ 1,941,245

Measurement period adjustments ( 7,542 )

Additions in current period 3,282

Effect of foreign exchange 80,003

Internally developed software 5,982

Capitalized software 15,525

Amortization of intangible assets ( 91,702 )

Intangible assets, net as of March 31, 2025 (Successor)

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Intangible assets, net as of June 30, 2025 (Successor)

The Company’s identifiable intangible assets consist of the following:

March 31, 2025

June 30, 2025

(in thousands) Gross Carrying Amount Accumulated

14 unchanged sentences

Total intangible assets, net $ 2,042,271 $ ( 101,460 ) $ 1,940,811

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

December 31, 2024

16 unchanged sentences

Total intangible assets, net $ 1,721,899 $ ( 414,556 ) $ 1,307,343

__________________________________

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Amortization of intangible assets was approximately $ 32.9 million, $ 14.8 million and $ 60.3 million for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor), respectively.

The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of March 31, 2025 (Successor):

Amortization of intangible assets was approximately $ 58.8 million and $ 59.0 million for the three months ended June 30, 2025 (Successor) and June 30, 2024 (Predecessor), respectively.

Amortization of intangible assets was approximately $ 91.7 million, $ 14.8 million and $ 119.2 million for the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), respectively.

The following table reflects the remaining amortization expense associated with the finite-lived intangible assets as of June 30, 2025 (Successor):

(in thousands)

6 unchanged sentences

These contracts mature in October, 2028 and 2026, respectively.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Additionally, the Company has entered into a series of interest rate contracts in a notional aggregate amount of $ 1.00 billion, to further manage the Company’s exposure to interest rate movements associated with the Company’s variable rate Term Loan Facility through its synthetic conversion to fixed rate debt.

6 unchanged sentences

Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency-fixed-rate payments over the life of the agreement.

These derivative arrangements qualify as net investment hedges under ASC 815, with the gain or loss resulting from changes in the spot value of the derivative reported in other comprehensive income (loss).

These derivative arrangements qualify as net investment hedges under ASC 815, Derivatives and Hedging , with the gain or loss resulting from changes in the spot value of the derivative reported in other comprehensive income (loss).

Amounts are reclassified out of other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated.

2 unchanged sentences

Economic Hedges - During the fourth quarter of 2024, the Company dedesignated its EUR-GBP cross currency swaps as net investment hedges and began recording changes in fair value of the derivative and the accrual of foreign currency and USD denominated coupons through earnings reported in Other non-operating income (expense), net in the consolidated statements of operations.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following tables summarize the Company’s cross currency swap arrangements as of March 31, 2025 (Successor) and December 31, 2024 (Predecessor) (in thousands):

The following tables summarize the Company’s cross currency swap arrangements as of June 30, 2025 (Successor) and December 31, 2024 (Predecessor) (in thousands):

Hedge Designation Notional Sold Notional Purchased

7 unchanged sentences

Refer to Note 12 “Fair Value Measurements” and Note 17 “Stockholders’ Equity” for further information.

The following table summarizes the Company’s cash flow hedges as of March 31, 2025 (Successor) and December 31, 2024 (Predecessor) (in thousands):

The following table summarizes the Company’s cash flow hedges as of June 30, 2025 (Successor) and December 31, 2024 (Predecessor) (in thousands):

Successor Predecessor

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash Flow Hedges Index Notional Amount Notional Amount

5 unchanged sentences

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

March 31, 2025

June 30, 2025

(in thousands) Balance Sheet Location Level 1 Level 2 Level 3

1 unchanged sentence

Restricted cash Restricted cash 66,336 — —

Fair value option loan receivable Prepaid and other current assets — 38,599 —

Fair value option equity method investments Other assets 275,381 — —

Investment in GLPI partnership Other assets — 19,790 —

The Star Investment - fair value option:

Subordinated Notes Other assets — — 84,978

Convertible Notes Other assets — — 17,153

Forward Obligation (1)

Prepaid expenses and other current assets — — 6,901

Derivative assets not designated as hedging instruments:

Cross currency swaps Prepaid expenses and other current assets — 4,577 —

Cross currency swaps Other assets — 108 —

Derivative assets designated as hedging instruments:

Interest rate contracts Prepaid expenses and other current assets — 83 —

Interest rate contracts Other assets — 7,256 —

Total derivative assets at fair value — 4,660 6,901

Total assets $ 516,284 $ 24,450 $ 109,032

Contingent consideration Accrued and other current liabilities $ — $ — $ 54,336

Contingent consideration Other long-term liabilities — — 8,048

8 unchanged sentences

Total liabilities $ — $ 118,654 $ 62,384

__________________________________

(1) The Forward Obligation is considered a derivative instrument not designated as hedging.

BALLY’S CORPORATION

26 unchanged sentences

Total liabilities $ — $ 29,214 $ 118,591

The following tables summarize the changes in fair value of the Company’s Level 3 liabilities:

(in thousands) Sinclair Performance Warrants Contingent Consideration

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Sinclair Performance Warrants Contingent Consideration Fair value option loans receivable

(in thousands) Subordinated Notes Convertible Notes Forward Obligation

Beginning as of December 31, 2024 (Predecessor)

5 unchanged sentences

Ending as of March 31, 2025 (Successor)

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(in thousands) Sinclair Performance Warrants Contingent Consideration Convertible Loans

— 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

(in thousands) Sinclair Performance Warrants Contingent Consideration

Beginning as of December 31, 2023 (Predecessor)

3 unchanged sentences

$ 44,703 $ 56,745

The gains (losses) recognized in the condensed consolidated statements of operations for derivative instruments during the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor) are as follows:

Change in fair value ( 6,317 ) 1,040

Ending as of June 30, 2024 (Predecessor)

$ 38,386 $ 57,785

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The 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) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Derivatives not designated as hedging instruments

22 unchanged sentences

These changes in fair value are recognized within “Other non-operating income (expense), net” of the condensed consolidated statements of operations.

In connection with the acquisition of Bally’s Golf Links on September 12, 2023, the Company recorded contingent consideration, which was valued at $ 57.7 million as of March 31, 2025 (Successor).

In connection with the acquisition of Bally’s Golf Links on September 12, 2023, the Company recorded contingent consideration, which had a total fair value of $ 62.4 million as of June 30, 2025 (Successor).

The amount included in purchase consideration is the fair value, under GAAP, of expected cash payments totaling up to $ 125 million to the seller, based upon future events, which are uncertain.

2 unchanged sentences

The settlement of the contingent consideration liabilities will be due to the seller in the event the license agreement is extended or if the Company is successful in its bid for a casino license.

Convertible Loans

The Company has certain agreements with vendors to provide a portfolio of games to its customers.

Pursuant to these agreements, the Company has issued loans to its vendors and has an option to convert the loans to shares of the vendors’ equity, exercisable within a specified time period.

The Company recorded instruments within “Other assets” at their fair value.

The fair value of the loans to vendors have share values based on unobservable inputs and are classified within Level 3 of the hierarchy, with changes to fair value included within “Other non-operating income (expense), net” of the condensed consolidated statements of operations.

Loan Receivable

Following the Queen Merger, the Company has a receivable from a third-party investment holding company for a delayed draw term loan issued (“Delayed Draw Loan”).

The Delayed Draw Loan has an unpaid principal balance of € 25.0 million and is accounted for under the fair value option allowed by ASC 825, Financial Instruments, as the Company believes the fair value option more closely approximates the economics associated with the loan.

The estimated fair value of the Delayed Draw Loan is based upon the fair value of the shares of Intralot the Company would expect to receive upon repayment of the Delayed Draw Loan.

The Company measures fair value using quoted prices in active markets and its assessment of the share settlement feature, which are classified within Level 2 of the hierarchy, with changes to fair value of $ 1.2 million included within “Other non-operating income (expense), net” of the condensed consolidated statements of operations for the period from February 8, 2025 to March 31, 2025 (Successor).

Equity Method Investment

Fair Value Option Equity Method Investment

The Company has a long-term investment in an unconsolidated entity which it accounts for under the equity method of accounting.

The Company has elected the fair value option allowed by ASC 825, Financial Instruments , with respect to this investment.

The Company has elected the fair value option allowed by ASC 825, with respect to this investment.

Under the fair value option, the investment is remeasured at fair value at each reporting period through earnings.

3 unchanged sentences

The investment is reported at fair value based on Level 2 inputs, with changes to fair value included within Other non-operating income (expense), net of the condensed consolidated statements of operations.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Star Investment - Fair Value Option

As described in Note 2 “Summary of Significant Accounting Policies”, during the three months ended June 30, 2025 (Successor), the Company invested A$ 22.2 million of Convertible Notes and A$ 111.1 million of Subordinated Notes in The Star.

These investments are accounted for as debt securities under ASC 320, Investments - Debt Securities , for which the Company has elected the fair value option allowed by ASC 825.

Under the fair value option, the investment is remeasured at fair value at each reporting period, with changes in fair value included within Other non-operating income (expense), net.

For the period ended June 30, 2025 (Successor), the Company recognized $ 0.9 million of interest income from the Star Investment, which it has elected to present as part of the total change in fair value.

The company measures fair value using binomial lattice model as well as discounted cash flow model, classified within Level 3 of the hierarchy.

Inputs to the valuation approach include the stock price and credit rating of The Star, volatility of 40 %, recovery rate of 10 %, risk free rate of 3.3 %, and the Company’s estimate of the probability of default.

Long-Term Debt

3 unchanged sentences

Refer to Note 15 “Long-Term Debt” for further information.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Successor Predecessor

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands) Carrying Amount Fair Value Carrying Amount Fair Value

Term Loan Facility $ 1,782,446 $ 1,671,855 $ 1,858,800 $ 1,792,804

5.625 % Senior Notes due 2029

11.00 % Senior Secured Notes due 2028

480,544 500,390 — —

1 unchanged sentence

563,179 430,313 738,517 587,813

11.00 % Senior Secured Notes due 2028

5.875 % Senior Notes due 2031

505,000 403,331 721,456 535,631

ACCRUED AND OTHER CURRENT LIABILITIES

As of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), accrued and other current liabilities consisted of the following:

As of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), accrued and other current liabilities consisted of the following:

Successor Predecessor

(in thousands) March 31,

(in thousands) June 30,

2025 December 31,

Gaming liabilities $ 186,908 $ 187,233

Compensation 65,941 66,356

Interest payable 72,999 60,792

Compensation 68,772 66,356

Contingent consideration 54,336 —

Professional services 47,861 19,343

Construction accruals 22,196 2,144

10 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The components of restructuring charges by segment for the three months ended March 31, 2024 (Predecessor) are summarized as follows (in thousands):

Three Months Ended March 31, 2024

The components of restructuring charges by segment for the three and six month ended June 30, 2024 (Predecessor) are summarized as follows (in thousands):

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Severance and employee related benefits (1)

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(2) Included within “Depreciation and amortization” of the Casinos & Resorts reportable segment within the condensed consolidated statements of operations.

The was no restructuring liability as of March 31, 2025 (Successor) and December 31, 2024 (Predecessor) on the condensed consolidated balance sheets.

The was no restructuring liability as of June 30, 2025 (Successor) and December 31, 2024 (Predecessor) on the condensed consolidated balance sheets.

LONG-TERM DEBT

As of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), long-term debt consisted of the following:

As of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), long-term debt consisted of the following:

Successor Predecessor

(in thousands) March 31,

(in thousands) June 30,

2025 December 31,

2 unchanged sentences

Revolving Credit Facility 250,000 —

11.00 % Senior Secured Notes due 2028

5.625 % Senior Notes due 2029

2 unchanged sentences

735,000 735,000

11.00 % Senior Secured Notes due 2028

Unamortized original issue discount ( 13,685 ) ( 19,760 )

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These covenants are subject to exceptions and qualifications set forth in the note purchase agreement.

As of March 31, 2025 (Successor), the Company was in compliance with all such covenants.

In connection with the Merger, the Company settled the pre-existing debt of Queen and recorded a loss on extinguishment of debt of $ 17.4 million, recorded within “Other non-operating income (expense), net” in the condensed consolidated statements of operations for the period from February 8, 2025, to March 31, 2025 (Successor).

As of June 30, 2025 (Successor), the Company was in compliance with all such covenants.

In connection with the Merger, the Company settled the pre-existing debt of Queen and recorded a loss on extinguishment of debt of $ 17.4 million, recorded within Other non-operating income (expense), net in the condensed consolidated statements of operations for the period from February 8, 2025 to June 30, 2025 (Successor).

Unsecured Notes

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The Revolving Credit Facility contains a financial covenant regarding a maximum first lien net leverage ratio that applies when borrowings under the Revolving Credit Facility exceed 30 % of the total revolving commitment.

As of March 31, 2025 (Successor), the Company was in compliance with all such covenants.

As of June 30, 2025 (Successor), the Company was in compliance with all such covenants.

In an effort to mitigate the interest rate risk associated with the Company’s variable rate credit facilities, the Company utilizes interest rate and cross currency swap derivative instruments.

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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 $ 2.12 billion and $ 1.62 billion as of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), respectively, and right of use assets of $ 1.93 billion and $ 1.54 billion as of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), respectively, which were included in the condensed consolidated balance sheets.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company had total operating lease liabilities of $ 2.10 billion and $ 1.62 billion as of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively, and right of use assets of $ 1.91 billion and $ 1.54 billion as of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively, which were included in the condensed consolidated balance sheets.

As of March 31, 2025 (Successor), unfavorable off-market components of $ 130.8 million were recognized as a decrease to right of use assets in connection with remeasuring the Company’s lease liabilities to the present value of the remaining lease payments due to the Company Merger (refer to Note 7, “Business Combinations” for further information).

The off-market components will be amortized as a reduction of lease expense on a straight line basis over the remaining lease term.

As of March 31, 2025 (Successor), the Company leases certain properties from GLPI under two separate master lease agreements, the “Master Lease,” and the “Master Lease No.

2.” The Company’s Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Bally’s Tiverton and Hard Rock Biloxi properties are leased under the terms of the “Master Lease” which requires combined minimum annual payments of $ 106.1 million.

As of June 30, 2025 (Successor), the Company leases certain properties from GLPI under two separate master lease agreements, the “Master Lease,” and the “Master Lease No.

The Company’s Bally’s Kansas City and Bally’s Shreveport properties are leased under the terms of the “Master Lease No.

2” which requires combined minimum annual payments of $ 32.2 million.

All GLPI leases are accounted for as operating leases within the provisions of ASC 842, Leases (“ASC 842”), over the lease term or until a re-assessment event occurs.

2” which requires combined initial minimum annual payments of $ 32.2 million.

All components of the Master Lease and Master Lease No.

2 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.

Both leases have an initial term of 15 years and include four , five-year options to renew and are subject to a minimum 1% annual escalation or greater escalation dependent on CPI.

The renewal options are not reasonably certain of exercise as of March 31, 2025 (Successor).

Following the Merger, the Company also has a master lease agreement through Queen with GLPI, the “Queen Master Lease”, with The Queen Baton Rouge, The Belle of Baton Rouge, Casino Queen Marquette and DraftKings at Casino Queen properties being leased under the terms of the Queen Master Lease, which requires combined minimum annual payments of $ 31.9 million.

All GLPI leases are accounted for as operating leases within the provisions of ASC 842, over the lease term or until a re-assessment event occurs.

The renewal options are not reasonably certain of exercise as of June 30, 2025 (Successor).

Following the Merger, as of June 20, 2025 (Successor), the Company also has a master lease agreement through Queen with GLPI, the “Queen Master Lease”, with The Queen Baton Rouge, The Belle of Baton Rouge, Casino Queen Marquette and DraftKings at Casino Queen properties being leased under the terms of the Queen Master Lease, which requires initial combined minimum annual payments of $31.7 million.

All components of the Queen Master Lease are accounted for as operating leases within the provisions of ASC 842, over the lease term or until a re-assessment event occurs.

The Queen Master Lease has an initial term of 15 years and includes four , five-year options to renew and is subject to annual escalation.

The renewal options are not reasonably certain of exercise as of March 31, 2025 (Successor).

The renewal options are not reasonably certain of exercise as of June 30, 2025 (Successor).

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 in 2022.

This lease has an initial term of 50 years, with the possibility of extending up to 99 years through renewal options.

Annual rent under the lease is $ 10.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI.

As of March 31, 2025 (Successor), the renewal options are not considered reasonably certain to be exercised.

This lease has an initial term of 50 years, with the possibility of extending up to 99 years through renewal options, and requires initial minimum annual payments of $ 10.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI.

As of June 30, 2025 (Successor), the renewal options are not considered reasonably certain to be exercised.

During the third quarter of 2024, the Company modified the lease and GLPI paid $ 48.6 million to the Company to fund the demolition of the building at the Tropicana Las Vegas site in exchange for an increase in annual rent of $ 4.1 million, also subject to a minimum 1% annual increase or greater based on CPI.

This lease modification did not change the lease classification.

Components of lease expense, included within “General and administrative” in the condensed consolidated statements of operations, for operating leases during the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor) are as follows:

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) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Operating leases:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Supplemental cash flow and other information related to operating leases for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor) are as follows:

Supplemental cash flow and other information related to operating leases for the three months ended June 30, 2025 (Successor), the three months ended June 30, 2024 (Predecessor), the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor) are as follows:

Successor Predecessor

(in thousands) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Cash paid for amounts included in the lease liability - operating cash flows from operating leases $ 62,141 $ 80,625 $ 30,843 $ 32,956 $ 64,505

Right of use assets obtained in exchange for operating lease liabilities $ 22,977 $ 22,977 $ — $ 631 $ 631

Successor Predecessor

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Weighted average remaining lease term 25.8 years 26.2 years

Weighted average discount rate 7.3 % 8.5 %

As of March 31, 2025 (Successor), future minimum lease payments under noncancellable operating leases are as follows:

(in thousands) March 31, 2025

As of June 30, 2025 (Successor), future minimum lease payments under noncancellable operating leases are as follows:

(in thousands) June 30, 2025

Remaining 2025 $ 121,496

10 unchanged sentences

The initial lease term for the Chicago MLA is 15 years with renewal options to be agreed upon by the parties.

On July 17, 2025, the Company signed the Chicago MLA with GLPI.

Refer to Note 21 “Subsequent Events” for further information.

In addition, the Company plans to sell and lease back its Bally’s Twin River property to GLP by the end of 2026 for $ 735 million, with initial annual rent of $ 58.8 million.

1 unchanged sentence

All such transactions are subject to required regulatory approvals.

The Company leases its hotel rooms to patrons and records the corresponding lessor revenue in Non-gaming revenue within our condensed consolidated statements of operations.

The Company had lessor revenues related to the rental of hotel rooms of $ 18.7 million, $ 11.0 million and $ 41.1 million for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor), respectively.

Hotel leasing arrangements vary in duration, but are short-term in nature.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The Company leases its hotel rooms to patrons and records the corresponding lessor revenue in Non-gaming revenue within our condensed consolidated statements of operations.

The Company had lessor revenues related to the rental of hotel rooms of $ 33.7 million and $ 35.3 million for the three months ended June 30, 2025 (Successor) and three months ended June 30, 2024 (Predecessor), respectively.

The Company had lessor revenues related to the rental of hotel rooms of $ 52.4 million, $ 11.0 million and $ 76.4 million for the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the six months ended June 30, 2024 (Predecessor), respectively.

Hotel leasing arrangements vary in duration, but are short-term in nature.

STOCKHOLDERS’ EQUITY

4 unchanged sentences

There is no fixed time period to complete share repurchases.

As of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), $ 95.5 million was available for use under the capital return program.

There was no share repurchase activity under the capital return program during the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three months ended March 31, 2024 (Predecessor).

There were no cash dividends paid during the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) or the three months ended March 31, 2024 (Predecessor).

As of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), $ 95.5 million was available for use under the capital return program.

There was no share repurchase activity under the capital return program during the three months ended June 30, 2025 (Successor), period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three and six months ended June 30, 2024 (Predecessor).

There were no cash dividends paid during the three months ended June 30, 2025 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) or the three and six months ended June 30, 2024 (Predecessor).

Common Stock Offering

8 unchanged sentences

The Company has authorized the issuance of up to 10 million shares of $ 0.01 par value preferred stock.

As of March 31, 2025 (Successor) and December 31, 2024 (Predecessor), no shares of preferred stock have been issued.

As of June 30, 2025 (Successor) and December 31, 2024 (Predecessor), no shares of preferred stock have been issued.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Shares Outstanding

As of March 31, 2025 (Successor), the Company had 49,011,796 common shares issued and outstanding.

As of June 30, 2025 (Successor), the Company had 49,120,097 common shares issued and outstanding.

The Company issued warrants and other contingent consideration in acquisitions and strategic partnerships that are expected to result in the issuance of common shares in future periods resulting from the exercise of warrants or the achievement of certain performance targets.

4 unchanged sentences

Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive loss by component for the period from February 8, 2025 to March 31, 2025 (Successor), Period from January 1, 2025 to February 7, 2025 (Predecessor) and three months ended March 31, 2024 (Predecessor), respectively:

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

The following tables reflect the changes in accumulated other comprehensive loss by component for the period from February 8, 2025 to June 30, 2025 (Successor), Period from January 1, 2025 to February 7, 2025 (Predecessor) and six months ended June 30, 2024 (Predecessor), respectively:

(in thousands) Foreign Currency Translation Adjustment Benefit Plans Cash Flow Hedges (1)

14 unchanged sentences

Tax effect ( 52,548 ) 7,203 18,990 ( 26,355 )

Accumulated other comprehensive (loss) income at March 31, 2025 (Successor)

Accumulated other comprehensive (loss) income at June 30, 2025 (Successor)

$ 145,482 $ ( 19,828 ) $ ( 52,275 ) $ 73,379

__________________________________

(1) As of March 31, 2025 (Successor), approximately $9.2 million of existing gains and losses are estimated to be reclassified into earnings within the next 12 months.

(1) As of June 30, 2025 (Successor), approximately $ 10.9 million of existing gains and losses are estimated to be reclassified into earnings within the next 12 months.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(in thousands) Foreign Currency Translation Adjustment Benefit Plans Cash Flow Hedges Net Investment Hedges Total

4 unchanged sentences

Tax effect — — ( 6,074 ) 4,193 ( 1,881 )

Accumulated other comprehensive (loss) income at March 31, 2024

Accumulated other comprehensive (loss) income at June 30, 2024

$ ( 223,882 ) $ 886 $ 3,341 $ ( 4,741 ) $ ( 224,396 )

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

Bally’s Twin River - Pursuant to the terms of the Regulatory Agreement in Rhode Island, the Company is committed to invest $ 100 million in its Rhode Island properties over the term of the master contract through June 30, 2043, including an expansion and the addition of new amenities at Bally’s Twin River.

As of March 31, 2025 (Successor), approximately $ 45.0 million of the commitment remains.

As of June 30, 2025 (Successor), approximately $ 42.0 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.

1 unchanged sentence

In addition, land acquisition costs and financing costs, among other types of costs, are not counted toward meeting this requirement.

March 31, 2025 (Successor), approximately $ 1.00 billion of this commitment remains.

June 30, 2025 (Successor), approximately $ 965.7 million of this commitment remains.

City of Chicago Guaranty

1 unchanged sentence

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 CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Bally’s Chicago Casino Fees

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.

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.

Sponsorship Commitments

As of March 31, 2025 (Successor), the Company has entered into multiple sponsorship agreements with various professional sports leagues and teams.

As of June 30, 2025 (Successor), the Company has entered into multiple sponsorship agreements with various professional sports leagues and teams.

These agreements commit a total of $ 114.3 million through 2036 and grant the Company rights to use official league marks for branding and promotions, among other benefits.

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 March 31, 2025 (Successor), the cumulative minimum obligation committed in these agreements is approximately $ 37.6 million through 2029.

As of June 30, 2025 (Successor), the cumulative minimum obligation committed in these agreements is approximately $ 37.6 million through 2029.

SEGMENT REPORTING

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The prior year results presented below were reclassified to conform to the new segment presentation.

The Company’s three reportable segments as of March 31, 2025 (Successor) are:

The Company’s three reportable segments as of June 30, 2025 (Successor) are:

Casinos & Resorts - Includes the Company’s 19 casino and resort properties, one horse racetrack and one golf course.

5 unchanged sentences

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 March 31, 2025 (Successor), the Company’s operations were predominately in the US and Europe with a less substantive footprint in other countries world-wide.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

As of June 30, 2025 (Successor), the Company’s operations were predominately in the US and Europe with a less substantive footprint in other countries world-wide.

For geographical reporting purposes, revenue generated outside of the US has been aggregated into the International Interactive reporting segment, and consists primarily of revenue from the UK.

Revenue generated from the UK represented approximately 27 % and 32 % of total revenue for the period from February 8, 2025 to March 31, 2025 (Successor) and the period from January 1, 2025 to February 7, 2025 (Predecessor), respectively.

For the the three months ended March 31, 2024 (Predecessor), the Company’s revenue generated outside of the US consisted primarily of revenue from the UK and Japan of approximately 26 % and 10 % of total revenue, respectively.

Revenue generated from the UK represented approximately 28 %, 28 % and 32 % of total revenue for 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.

For the three and six months ended June 30, 2024 (Predecessor), the Company’s revenue generated outside of the US consisted primarily of revenue from the UK and Japan of approximately 28 % and 27% of total revenue, respectively.

The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

4 unchanged sentences

Successor Predecessor

(in thousands) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Casinos & Resorts $ 393,333 $ 620,184 $ 124,299 $ 343,051 $ 685,380

17 unchanged sentences

Share-based compensation ( 2,350 ) ( 5,090 ) ( 1,954 ) ( 4,472 ) ( 7,530 )

Impairment charges — — — ( 12,757 ) ( 12,757 )

Merger Agreement costs (3)

( 4,546 ) ( 20,421 ) ( 11,233 ) ( 1,219 ) ( 1,989 )

Payment Service Provider write-off (4)

Other ( 7,311 ) 268,210 38,144 ( 4,722 ) ( 6,934 )

Loss from operations ( 1,810 ) ( 20,766 ) ( 73,955 )

(Loss) income from operations ( 2,437 ) ( 4,247 ) ( 20,766 ) 5,573 ( 68,382 )

Other (expense) income

4 unchanged sentences

Benefit (provision) for income taxes ( 185,441 ) ( 88,348 ) ( 664 ) 1,501 ( 29,881 )

Net income (loss) $ 34,516 $ ( 51,024 ) $ ( 173,914 )

Net loss $ ( 228,436 ) $ ( 193,920 ) $ ( 51,024 ) $ ( 60,196 ) $ ( 234,110 )

__________________________________

8 unchanged sentences

Casinos & Resorts International Interactive North America Interactive

Period from February 8, 2025 to March 31, 2025 (Successor)

Three Months Ended June 30, 2025 (Successor)

Revenue $ 393,333 $ 206,066 $ 56,502

9 unchanged sentences

Segment EBITDAR 105,967 82,205 2,484

Period from February 8, 2025 to June 30, 2025 (Successor)

Revenue $ 620,184 $ 318,816 $ 84,059

segment expenses

Marketing costs 29,052 32,806 19,815

Gaming tax 76,832 66,973 20,542

Compensation 158,905 34,790 12,283

Other direct costs — 34,142 29,589

Casino property costs 95,046 — —

General and administrative 72,392 20,645 7,462

Other segment items (1)

10,450 ( 940 ) ( 5,771 )

Segment EBITDAR $ 177,507 $ 130,400 $ 139

Period from January 1, 2025 to February 7, 2025 (Predecessor)

8 unchanged sentences

Other segment items (1)

( 7,732 ) 2,212 ( 2,702 )

Segment EBITDAR $ 23,554 $ 28,940 $ ( 5,661 )

Three Months Ended March 31, 2024 (Predecessor)

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Casinos & Resorts International Interactive North America Interactive

Three Months Ended June 30, 2024 (Predecessor)

Revenue $ 343,051 $ 229,396 $ 46,500

7 unchanged sentences

Other segment items (1) 21,632 ( 437 ) ( 3,738 )

Segment EBITDAR 99,801 81,292 ( 2,196 )

Six months ended June 30, 2024 (Predecessor)

Revenue $ 685,380 $ 464,079 $ 86,067

segment expenses

Marketing costs 41,336 69,122 25,060

Gaming tax 94,162 72,688 20,270

Compensation 191,660 58,926 9,866

Other direct costs — — —

Casino property costs 105,784 74,242 28,970

General and administrative 34,524 32,972 9,060

Other segment items (1)

28,695 ( 8,695 ) 4,151

5 unchanged sentences

Successor Predecessor

(in thousands) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Capital Expenditures

6 unchanged sentences

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(1) Includes $ 26.3 million, $ 11.0 million and $ 17.5 million related to our future Bally’s Chicago permanent facility during the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the three months ended March 31, 2024 (Predecessor), respectively.

(1) Includes $ 36.3 million, $ 56.0 million, $ 11.0 million, $ 21.6 million and $ 39.1 million related to our future Bally’s Chicago permanent facility during the three months ended June 30, 2025 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and the three and six months ended June 30, 2024 (Predecessor), respectively.

Total assets are not regularly reviewed for each operating segment when assessing segment performance or allocating resources and accordingly, are not presented.

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Successor Predecessor

(in thousands, except per share data) Period from February 8, 2025 to March 31, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended March 31, 2024

Net income (loss) applicable to common stockholders

(in thousands, except per share data) Three Months Ended June 30, 2025 Period from February 8, 2025 to June 30, 2025 Period from January 1, 2025 to February 7, 2025 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Net loss applicable to common stockholders

$ ( 228,436 ) $ ( 193,920 ) $ ( 51,024 ) $ ( 60,196 ) $ ( 234,110 )

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Weighted average common shares outstanding, diluted 60,686 60,554 48,743 48,498 48,308

Basic earnings (loss) per share $ 0.57 $ ( 1.05 ) $ ( 3.61 )

Diluted earnings (loss) per share $ 0.57 $ ( 1.05 ) $ ( 3.61 )

There were 19,943 , 5,056,640 and 5,157,927 share-based awards that were considered anti-dilutive for the period from February 8, 2025 to March 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and three months ended March 31, 2024 (Predecessor), respectively.

Basic loss per share $ ( 3.76 ) $ ( 3.20 ) $ ( 1.05 ) $ ( 1.24 ) $ ( 4.85 )

Diluted loss per share $ ( 3.76 ) $ ( 3.20 ) $ ( 1.05 ) $ ( 1.24 ) $ ( 4.85 )

There were 296,374 , 231,580 , 5,056,640 , 4,951,558 and 5,254,089 share-based awards that were considered anti-dilutive for the three months ended June 30, 2025 (Successor), the period from February 8, 2025 to June 30, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor) and three and six months ended June 30, 2024 (Predecessor), respectively.

The Company has Penny Warrants which participate in dividends with the Company’s common stock subject to certain contingencies.

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SUBSEQUENT EVENTS

On April 7, 2025, the Company entered into a Binding Term Sheet with The Star Entertainment Group Limited (“The Star”), pursuant to which Bally’s will invest in a multi-tranche issuance of The Star’s convertible notes and subordinated debt with an aggregate principal amount of AUD $ 300 million (the “Investment”).

The Binding Term Sheet permits The Star’s largest shareholder, Investment Holdings Pty (“Investment Holdings”), to subscribe for up to AUD $ 100 million of the Investment.

On April 8, 2025, The Star announced that it entered into a commitment letter with Investment Holdings under which Investment Holdings will subscribe for AUD $ 100 million of the Investment.

As a result, Bally’s portion of the Investment was reduced to AUD $ 200 million, of which the first tranche, approximately AUD $ 66.7 million (equivalent to USD $ 40.3 million at settlement), closed on April 9, 2025.

Bally’s remaining investment subscription is subject to various approvals and conditions.

Transaction Agreement - International Interactive Business

On July 1, 2025, the Company’s Board of Directors, authorized the Company to enter into a definitive transaction agreement (the “Transaction Agreement”) with Intralot S.A., a Greek publicly listed company (“Intralot”).

Following the expiration of a 10-day statutory waiting period under Greek law, the Company and Intralot entered into the Transaction Agreement on July 18, 2025, pursuant to which, at the closing (the “Closing”) of the transactions contemplated therein (the “Transactions”), Intralot will directly and/or indirectly acquire all of the issued and outstanding capital stock of Bally’s Holdings Limited, a Jersey limited company and subsidiary of the Company holding the Company’s “International Interactive” business, in exchange for total consideration valued at approximately € 2.7 billion, consisting of (i) € 1.5 billion in cash, subject to adjustment, and (ii) 873,707,073 newly issued ordinary shares of Intralot (“Intralot Shares”) at an implied value of € 1.30 per Intralot Share.

As a result of the Transactions, the Company is expected to become the majority shareholder of Intralot.

The Closing, which is expected to occur in the fourth quarter of 2025, is subject to the satisfaction or waiver of certain mutual closing conditions, including (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of clearance under applicable non-U.S.

antitrust law, (ii) the receipt of certain gaming regulatory clearances, (iii) the receipt of Intralot shareholder approval, (iv) the closing of an intended offering by Intralot of newly-issued Intralot Shares for cash, (v) the listing on the Athens Exchange of the Intralot Shares to be received by the Company in the Transactions, and (vi) Intralot’s receipt of debt financing.

In that respect, a subsidiary of Intralot has obtained commitments from Citizens Bank, Deutsche Bank, Goldman Sachs, and Jefferies for debt financing up to € 1.6 billion, which is expected to be refinanced through the debt capital markets and is subject to certain conditions.

As discussed in Note 2, “Summary of Significant Accounting Policies”, effective June 30, 2025, an existing loan receivable to the Company was settled through payment of shares of Intralot, and the Company also purchased additional shares in Intralot, which increased the Company’s ownership interest in Intralot from 26.86 % to 33.34 %, following which a mandatory tender offer obligation for the remaining outstanding shares of Intralot has been triggered subsequent to period-end.

One Big Beautiful Bill

On July 4, 2025, President Trump signed the One Big Beautiful Bill (“OBBB”), which resulted in many tax extensions and other rule changes, including the following which will have an effect on the Company’s tax provision in 2025 or 2026:

• Full expensing of U.S.

research and development costs under Section 174A

• Retroactive expensing of unamortized U.S.

research and development costs capitalized between 2022 and 2024;

either all in 2025, or over two years in 2025 and 2026.

• Return of the Section 163(j) taxable income base excluding the deductions for depreciation and amortization in 2025 (change from “Tax EBIT” to “Tax EBITDA”).

• Decrease in the Section 250 deduction for Net CFC Tested Income (formerly GILTI) to 40% (from 50%) in 2026, instead of the scheduled decrease to 37.5% prior to the OBBB.

• Decrease in the Section 250 deduction for foreign-derived income to 33.34% (from 37.5%) in 2026, instead of the scheduled decrease to 21.875% prior to the OBBB.

• Increase in the foreign tax credit rate on Net CFC Tested Income (formerly GILTI) to 90% (from 80%), and a 10% disallowance on repatriation, in 2026.

• Removal of the allocation of interest expense and research and development expense to Net CFC Tested Income (formerly GILTI) in calculating the foreign tax credit limitation, effective in 2026.

The Company is currently evaluating the effect of the OBBB on its future interim and annual financial statements.

The Company’s deferred tax asset for U.S.

research and development costs may be reversed in subsequent financial statements, decreasing tax payable for a similar amount or increasing other tax attributes;

and this research deduction may have an effect on the Section 163(j) limitation;

as such, the full effect of the OBBB is not practical to estimate at this time.

BALLY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

On July 17, 2025, the Company entered into the Chicago MLA, as described in Note 11 “Leases,” with GLP, that amended the existing ground lease for the property on which the Company plans to develop its Permanent Facility and a development agreement with GLP (the “Chicago Development Agreement”) pursuant to which GLP has committed to advance up to $ 940 million (the “GLP Development Advances”) for the payment of hard costs used to construct the Permanent Facility in exchange for increasing the amount of rent payable to GLP under the Chicago MLA.

The Chicago MLA has an initial term of 15 years and includes four , five-year options to renew and is subject to annual escalation.

Annual rent under the Chicago MLA is $ 20 million, with additional rent equal to 8.5 % of the GLP Development Advances that are granted to the Company.

The amended and restated ground lease will be accounted for as a lease modification event in the third quarter of 2025.

The Company expects to begin drawing on the advance under the Chicago Development Agreement and thus incurring increased rent in the third quarter of 2025.

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-Q

Item 1. Financial Statements