What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-11 compared with 2025-05-12 · 95 added, 66 removed, 327 unchanged (33% of the section changed)

10 unchanged sentences

• unexpected costs and other events impacting our planned construction projects, including Bally’s Chicago;

• risks associated with our pending Transaction with Intralot, including risks related to obtaining required regulatory, shareholder and other approvals and our ability to realize anticipated benefits of the Transaction;

• unexpected costs, difficulties integrating and other events impacting our completed acquisitions and our ability to realize anticipated benefits;

10 unchanged sentences

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

As of March 31, 2025, we own and manage 19 casinos in 11 states across the United States (“US”), one golf course in New York, one horse racetrack in Colorado, and Aspers Casino in the United Kingdom (“UK”) (“Bally's Newcastle”).

As of June 30, 2025, we own and manage 19 casinos in 11 states across the United States (“US”), one golf course in New York, one horse racetrack in Colorado, and Aspers Casino in the United Kingdom (“UK”) (“Bally's Newcastle”).

In February 2025, we merged with The Queen Casino & Entertainment Inc.

(“Queen”) adding four additional casinos to our portfolio.

We also own Bally Bet Sportsbook & Casino, a first-in-class sports betting and iCasino platform, Bally’s Interactive International division, a leading global interactive gaming operator concentrated in Europe, and a significant stake in Intralot S.A.

We also own Bally Bet Sportsbook & Casino, a first-in-class sports betting and iCasino platform, Bally’s International Interactive division, a leading global interactive gaming operator concentrated in Europe, and a significant stake in Intralot S.A.

(“Intralot”), a global lottery management and services business.

11 unchanged sentences

Refer to Note 1 “General Information” in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on the Merger Agreement and the mergers.

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.

A substantial portion of the cash proceeds from the transaction are expected to be used to pay down any drawings under the revolver and other secured debt resulting in enhanced liquidity and significant reduction in Bally’s 2028 secured debt.

Any remaining proceeds will be for general corporate purposes including investments in capital expenditures and ongoing development projects.

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).

Operating Structure

77 unchanged sentences

Consolidated Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income, because it excludes the rent expense associated with our triple net operating leases with GLPI and the lease for real estate and land underlying the operations of the Bally’s Lake Tahoe property.

First Quarter 2025 Results

Second Quarter 2025 and First Six Months Results

The following table presents, for the periods indicated, certain revenue and income items:

Successor Predecessor

(in millions) 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 millions) 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

Total revenue $ 657.5 $ 1,026.2 $ 220.5 $ 621.7 $ 1,240.1

Loss from operations (1.8) (20.8) (74.0)

Net income (loss) 34.5 (51.0) (173.9)

(Loss) income from operations (2.4) (4.2) (20.8) 5.6 (68.4)

Net loss (228.4) (193.9) (51.0) (60.2) (234.1)

The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue:

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

Total revenue 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %

3 unchanged sentences

Total operating costs and expenses 100.4 % 100.4 % 109.4 % 99.1 % 105.5 %

Loss from operations (0.5) % (9.4) % (12.0) %

(Loss) income from operations (0.4) % (0.4) % (9.4) % 0.9 % (5.5) %

Other (expense) income:

4 unchanged sentences

(Benefit) provision for income taxes 28.2 % 8.6 % 0.3 % (0.2) % 2.4 %

Net income (loss) 9.4 % (23.1) % (28.1) %

Net loss (34.7) % (18.9) % (23.1) % (9.7) % (18.9) %

__________________________________

4 unchanged sentences

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

The following table sets forth certain financial information associated with results of operations for the Successor period from February 8, 2025 to March 31, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 and the three months ended March 31, 2024 (Predecessor):

The following table sets forth certain financial information associated with results of operations for the Successor three months ended June 30, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 and the three months ended June 30, 2024 (Predecessor):

Successor Predecessor

(in thousands, except percentages) 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, except percentages) 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

Casinos & Resorts $ 305,858 $ 484,392 $ 95,984 $ 255,545 $ 505,963

28 unchanged sentences

General and administrative as a percentage of Total revenue 45 % 45 % 52 % 41 % 40 %

The Successor Period from February 8, 2025 to March 31, 2025 and the Predecessor Period from January 1, 2025 to February 7, 2025 Compared to the Three Months Ended March 31, 2024 (Predecessor)

The Successor Three Months Ended June 30, 2025 Compared to the Predecessor Three Months Ended June 30, 2024, and the Predecessor Period from January 1, 2025 to February 7, 2025 and Successor period from February 8, 2025 to June 30, 2025 Compared to the Predecessor Six Months Ended June 30, 2024.

Total Revenue

The following table sets forth certain financial information associated with revenue for the Successor period from February 8, 2025 to March 31, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 and the three months ended March 31, 2024 (Predecessor) (in thousands):

The following table sets forth certain financial information associated with revenue for the Successor three months ended June 30, 2025, the Successor period from February 8, 2025 to June 30, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 and the three and six months ended June 30, 2024 (Predecessor) (in thousands):

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

4 unchanged sentences

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

Total revenue for the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 decreased 5% or $29.3 million, from $618.5 million in the three months ended March 31, 2024 (Predecessor).

The Queen contributed $34.7 million to total revenues for the Successor period.

Revenue for Casinos & Resorts was up approximately 3%, or $8.8 million, mainly due to the contribution of Queen offset by negative impacts of severe weather conditions across our portfolio in January and February.

International interactive revenue was down 22%, or $42.9 million, primarily due to the sale of portions of our international interactive business in Asia in the fourth quarter of 2024.

North America Interactive segment revenues were relatively flat year over year, increasing $1.8 million, or 3.9%.

Total revenue for the Successor three months ended June 30, 2025 increased 6% or $35.9 million to $657.5 million from $621.7 million in the three months ended June 30, 2024 (Predecessor).

Total revenue for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 increased 1%, or $6.6 million, from $1.24 billion for the six months ended June 30, 2024 (Predecessor).

Revenue for Casinos & Resorts was up approximately 14.7%, or $50.3 million for the Successor three months ended June 30, 2025 compared to the same Predecessor period last year, and up 8.6%, or $59.1 million, for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the six months ended June 30, 2024, mainly due to the contribution of Queen, offset by negative impacts of severe weather conditions across our portfolio in January and February.

The Queen contributed to total revenues in the amounts of $61.3 million for the Successor three months ended June 30, 2025 and $96.0 million for the Successor period from February 8, 2025 to June 30, 2025.

International interactive revenue was down 10.2%, or $23.3 million, for the three months ended June 30, 2025 compared to the same Predecessor period last year and down 14.3% for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the six months ended June 30, 2024, primarily due to the sale of portions of our international interactive business in Asia in the fourth quarter of 2024.

North America Interactive segment revenues increased $10.0 million, or 21.5% for the three months ended June 30, 2025 compared to the same Predecessor period last year and were up 17% or $14.9 million for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the six months ended June 30, 2024, mainly due to the expanding iGaming and BallyBet sports presence in addition to our focus on productive marketing and optimizing our cost structure.

Gaming and Non-gaming Expenses

Gaming and non-gaming expenses for the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 decreased 6% or $17.1 million, from $284.3 million in the three months ended March 31, 2024 (Predecessor).

The overall decrease in gaming and non-gaming expenses from the prior year was attributable to the decrease in revenues year over year.

Gaming and non-gaming expenses for the Successor three months ended June 30, 2025 increased 1.8%, or $5.2 million, from $284.9 million in the three months ended June 30, 2024 (Predecessor) due to the increase in revenues year over year.

Gaming and non-gaming expenses for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the six months ended June 30, 2024 were relatively flat, decreasing 2.1%, or $11.9 million, compared to the six months ended June 30, 2024.

General and Administrative

General and Administrative expense for the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 increased 11% or $26.4 million, from $248.4 million in the three months ended March 31, 2024 (Predecessor).

This increase was mainly due to $15.9 million and $11.2 million of costs incurred in connection with the Merger Agreement during the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025, respectively.

General and Administrative expense for the Successor three months ended June 30, 2025 increased 18.1% or $45.8 million, from $252.4 million in the three months ended June 30, 2024 (Predecessor).

General and Administrative expense for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the Predecessor six months ended June 30, 2024, increased 14.4% or $72.1 million, from $500.9 million.

These increases in the respective quarter to date and year to date comparable periods were mainly attributable to additional costs for the Queen properties or $49.5 million and $76.7 million, respectively and costs incurred in connection with the Merger Agreement, $4.5 million and $30.1 million, respectively.

Depreciation and Amortization

Depreciation and Amortization expense for the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 decreased 56% or $89.9 million, from $159.7 million in the three months ended March 31, 2024 (Predecessor).

The decrease was primarily driven by $80.1 million of accelerated depreciation recorded in the first quarter of 2024 related to the closure of the Tropicana Las Vegas property.

Depreciation and Amortization expense for the Successor three months ended June 30, 2025 compared to the Successor three months ended June 30, 2024 decreased $7.1 million, or 8.9%.

Depreciation and Amortization expense for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 decreased $97.0 million or 40.7% from $238.5 million for the Predecessor six months ended June 30, 2024.

Quarter and year to date changes year over year are primarily due to the closure of our Tropicana Las Vegas property in the first quarter of 2024.

The Company recorded $80.1 million of accelerated depreciation related to the closure in the first quarter of 2024.

Income (Loss) From Operations

The decrease in income (loss) from operations for the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 of $51.4 million compared to the three months ended March 31, 2024 (Predecessor).

The decrease in income (loss) from operations for the Successor three months ended June 30, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 of $8.0 million compared to the three months ended June 30, 2024 (Predecessor).

Other Income (Expense)

The increase in other expense for the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 of $21.8 million compared to the three months ended March 31, 2024 (Predecessor) was primarily attributable to an increase in interest expense due to higher interest rates of our borrowings year-over-year and increased foreign currency losses, partially offset by increased interest income recognized on our derivative instruments.

The $26.7 million decrease in other expense for the Successor three months ended June 30, 2025 compared to the three months ended June 30, 2024 (Predecessor) was primarily attributable to an increase in interest expense due to higher borrowings and interest rates of our borrowings year-over-year, offset by a $60.7 million gain related to the fair value of our investment in Intralot.

The increase in other expense for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 compared to the Predecessor six months ended June 30, 2024 resulted from increased interest expense, as previously noted, and a $17.4 million loss on extinguishment of debt, offset by a $66.3 million gain related to the fair value of our investment in Intralot.

Provision (Benefit) 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 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 for income tax of $88.3 million, $0.7 million, and $29.9 million, respectively.

The effective tax rate for 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 (83.69)%, (1.32)% and (14.63)%, 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.

Net Income (Loss) and Earnings (Loss) Per Share

Net income for the Successor period from February 8, 2025 to March 31, 2025 was $34.5 million and net loss for the Predecessor period from January 1, 2025 to February 7, 2025 was $51.0 million compared to net loss of $173.9 million for the three months ended March 31, 2024 (Predecessor) was primarily attributable to the factors noted above.

Net loss for the Successor three months ended June 30, 2025 was $228.4 million compared to $60.2 million net loss for the Predecessor three months ended June 30, 2024.

Net loss for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 was $244.9 million compared to $234.1 million in the Predecessor six months ended June 30, 2024.

These changes were all primarily attributable to the factors noted above.

Adjusted EBITDA and Adjusted EBITDAR by Segment

Adjusted EBITDA was $83.3 million for the Successor period from February 8, 2025 to March 31, 2025 and $24.4 million for the Predecessor period from January 1, 2025 to February 7, 2025, compared to $116.5 million for the three months ended March 31, 2024 (Predecessor).

Adjusted EBITDAR was $71.5 million for the Casinos & Resorts segment for the Successor period from February 8, 2025 to March 31, 2025 and $23.6 million for the Predecessor period from January 1, 2025 to February 7, 2025 compared to $89.4 million in the three months ended March 31, 2024 (Predecessor).

Adjusted EBITDAR for the International Interactive segment was $48.2 million for the Successor period from February 8, 2025 to March 31, 2025 and $28.9 million for the Predecessor period from January 1, 2025 to February 7, 2025 compared to 83,532 for the three months ended March 31, 2024 (Predecessor).

Adjusted EBITDAR loss for the North America Interactive segment was $2.3 million for the Successor period from February 8, 2025 to March 31, 2025 and Adjusted EBITDAR loss of $5.7 million for the Predecessor period from January 1, 2025 to February 7, 2025 compared to Adjusted EBITDAR loss of $9.1 million in the three months ended March 31, 2024 (Predecessor).

Adjusted EBITDA was $129.2 million for the Successor three months ended June 30, 2025 compared to $130.1 million for the three months ended June 30, 2024 (Predecessor).

Adjusted EBITDA was $24.4 million for the Predecessor period from January 1, 2025 to February 7, 2025 and $212.5 million for the Successor period from February 8, 2025 to June 30, 2025 compared to $130.1 million for the six months ended June 30, 2024 (Predecessor).

Adjusted EBITDAR for the Casinos & Resorts segment was $106.0 million for the Successor three months ended June 30, 2025 compared to $99.8 million in the three months ended June 30, 2024 (Predecessor).

Adjusted EBITDAR was $23.6 million for the Predecessor period from January 1, 2025 to February 7, 2025 and $177.5 million for the Successor period from February 8, 2025 to June 30, 2025 compared to $189.2 million in the six months ended June 30, 2024 (Predecessor).

For the second quarter of 2025 Casino & Resorts improved compared to the same period last year with inclusion of our new Queen properties being partially offset by competitive market conditions most notably in Shreveport, Evansville, and Dover.

Overall the competitive headwind is partially mitigated by our continued focus on operational efficiencies.

Adjusted EBITDAR for the International Interactive segment was $82.2 million for the Successor three months ended June 30, 2025 compared to $81.3 million for the three months ended June 30, 2024 (Predecessor) and was $28.9 million for the Predecessor period from January 1, 2025 to February 7, 2025 and $130.4 million for the Successor period from February 8, 2025 to June 30, 2025 compared to $164.8 million for the six months ended June 30, 2024 (Predecessor).

Improvement in the second quarter 2025 compared to same period last year reflects the new Asia royalty business.

Overall, revenue improved with lower expenses that are the result of our continued focus on costs and efficiencies with an improving FX landscape for our European markets.

Adjusted EBITDAR for the North America Interactive segment was $2.5 million for the Successor three months ended June 30, 2025 compared to Adjusted EBITDAR loss of $2.2 million in the three months ended June 30, 2024 (Predecessor).

Adjusted EBITDAR loss of $5.7 million for the Predecessor period from January 1, 2025 to February 7, 2025 and Adjusted EBITDAR of $0.1 million for the Successor period from February 8, 2025 to June 30, 2025 compared to Adjusted EBITDAR loss of $11.3 million for the six months ended June 30, 2024 (Predecessor).

Second quarter 2025 results compared to 2024 improved for the segment with the inclusion of the Queen’s sports business coupled with strong top-line growth in our iGaming and on-line sports betting business.

The following table presents segment Adjusted EBITDAR, which is our reportable segment GAAP measure and our primary measure for profit or loss for our reportable segments, and consolidated Adjusted EBITDA.

1 unchanged sentence

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 $ 226,851 $ 124,299 $ 342,329

International Interactive 112,750 78,985 234,683

North America Interactive 27,557 16,941 39,567

Corporate & Other 1,536 273 1,903

Total $ 368,694 $ 220,498 $ 618,482

(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

Adjusted EBITDAR

16 unchanged sentences

Restructuring charges (4)

— — — (376) (18,989)

Tropicana Las Vegas demolition and closure costs (5)

1 unchanged sentence

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

Impairment charges (6)

— — — (12,757) (12,757)

Merger Agreement costs (7)

1 unchanged sentence

(4,691) (8,374) (949) (1,902) (1,379)

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

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

__________________________________

6 unchanged sentences

As part of the binding term sheet, GLPI has reimbursed the Company for its demolition expenses and had increased rent to reflect the additional funding.

(6) Includes impairment charges on long-lived assets in the second quarter of 2024.

(7) Costs incurred in connection with the Company’s merger with Standard General.

34 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

(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

Net cash provided by (used in) operating activities $ 58,799 $ (80,186) $ 39,699

6 unchanged sentences

Operating Activities

Net cash provided by operating activities for the Successor period from February 8, 2025 to March 31, 2025 was $42.0 million and net cash used in operating activities for the Predecessor period from January 1, 2025 to February 7, 2025 was $80.2 million.

Net cash used in operating activities for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 was $21.4 million compared to $39.7 million net cash used in operating activities for the six months ended June 30, 2024 (Predecessor).

Both the Successor and Predecessor periods were impacted by net income (loss) positions, depreciation and amortization and changes in working capital.

The Successor period also incurred additional debt related costs, $17.4 million loss on extinguishment of debt and $35.5 million of amortization of debt discount and debt issuance costs, in connection with the Merger.

Net cash used in operating activities for the three months ended March 31, 2024 (Predecessor) was $7.9 million and was driven by a $173.9 million net loss in the quarter coupled with $80.1 million of accelerated depreciation related to our Tropicana Las Vegas assets.

Net cash used in operating activities for the three months ended June 30, 2024 (Predecessor) was $39.7 million and was driven by a $234.1 million net loss in the quarter coupled with $80.1 million of accelerated depreciation related to our Tropicana Las Vegas assets.

Investing Activities

Net cash used in investing activities for the Successor period from February 8, 2025 to March 31, 2025 of $20.8 million and the Predecessor period from January 1, 2025 to February 7, 2025 of $17.7 million, compared to $43.4 million of cash used in investing for the three months ended March 31, 2024 (Predecessor) was driven by an increase in capital expenditures offset by cash paid for acquisitions, net of cash acquired.

Net cash used in investing activities for the Successor period from February 8, 2025 to June 30, 2025 of $163.6 million and the Predecessor period from January 1, 2025 to February 7, 2025 of $17.7 million, compared to $87.6 million of cash used in investing for the six months ended June 30, 2025 (Predecessor) was driven by an $83.7 million loan issuance in connection with our investment in the Star, coupled with an increase in capital expenditures, offset by cash paid for acquisitions, net of cash acquired.

Financing Activities

Net cash provided by financing activities for the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 increased 118.3% or $60.7 million, from $51.3 million in the three months ended March 31, 2024 (Predecessor).

This increase was mainly attributable to higher net issuance of long-term debt in the Successor period from February 8, 2025 to March 31, 2025 and Predecessor period from January 1, 2025 to February 7, 2025 offset by cash paid for the Merger.

Net cash provided by financing activities for the Successor period February 8, 2025 to June 30, 2025 and the Predecessor period from January 1, 2025 to February 7, 2025 increased 264.0% or $157.9 million, from $59.8 million in the six months ended June 30, 2024 (Predecessor).

This increase was mainly attributable to higher net issuance of long-term debt in the Successor period February 8, 2025 to June 30, 2025 and Predecessor period from January 1, 2025 to February 7, 2025 offset by cash paid for the Merger.

Capital Return Program

As of March 31, 2025, there was $95.5 million available for use under the capital return program, subject to limitations in our regulatory and debt agreements.

As of June 30, 2025, there was $95.5 million available for use under the capital return program, subject to limitations in our regulatory and debt agreements.

Future share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions.

1 unchanged sentence

There is no fixed time period to complete share repurchases.

We did not pay cash dividends during the Successor period from February 8, 2025 to March 31, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 nor the three months ended March 31, 2024 (Predecessor), nor do we currently intend to pay any dividends on our common stock in the foreseeable future.

We did not pay cash dividends during the Successor three months ended June 30, 2025, the Predecessor period from January 1, 2025 to February 7, 2025 nor the three months ended June 30, 2024 (Predecessor), nor do we currently intend to pay any dividends on our common stock in the foreseeable future.

Any future determinations relating to our dividend policies will be made at the discretion of our Board and will depend on conditions then existing, including our financial condition, results of operations, contractual restrictions, capital and regulatory requirements and other factors our Board may deem relevant.

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These financial covenants include a provision where, in the event borrowings under the Revolving Credit Facility exceed 30% of the total revolving commitment, the Company is required to maintain a first lien secured indebtedness to Adjusted EBITDA ratio of 5.00 to 1.00.

As of March 31, 2025, the Company was in compliance with all applicable covenants.

As of June 30, 2025, the Company was in compliance with all applicable covenants.

During 2023, the Company entered into certain currency swaps to synthetically convert $500 million of its Term Loan Facility to an equivalent fixed-rate Euro-denominated instrument, due October 2028, with a weighted average fixed interest rate of approximately 6.69% per annum.

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The Company is committed under various operating lease agreements for real estate and property used in operations.

Minimum rent payable under operating leases was $5.23 billion as of March 31, 2025, of which $181.2 million is due within the current year.

Minimum rent payable under operating leases was $5.23 billion as of June 30, 2025, of which $121.5 million is due within the current year.

Refer to Note 16 “Leases” in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

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.

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

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.

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.

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

In addition to the properties under the master leases explained above, the Company also entered into a lease with GLPI for the land associated with Tropicana Las Vegas.

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.

In 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 increasing annual rent by $4.1 million, subject to a minimum 1% annual increase or greater based on CPI, for a total modified annual rent of $14.6 million.

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.

In 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 increasing initial annual payments by $4.1 million, subject to a minimum 1% annual increase or greater based on CPI, for a total modified initial minimum annual payment of $14.6 million.

On July 17, 2025, the Company entered into the Chicago MLA, as described in Note 16 “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 pursuant to which GLP has committed to advance up to $940 million 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 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.

Capital Expenditures

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Capitalized software expenditures relate to the creation, production and preparation of software for use in our online gaming operations.

Capital expenditures for the Successor period from February 8, 2025 to March 31, 2025 were $30.5 millionand the Predecessor Period from January 1, 2025 to February 7, 2025 were $16.4 million compared to $28.1 million for the three months ended March 31, 2025 (Predecessor).

For the Successor period from February 8, 2025 to March 31, 2025 and the Predecessor Period from January 1, 2025 to February 7, 2025, we continued our spending on our planned projects and maintenance at our casino properties, the most significant being our future Bally’s Chicago permanent facility.

Capital expenditures for the Predecessor period from January 1, 2025 to February 7, 2025 and the Successor period from February 8, 2025 to June 30, 2025 were $95.8 million compared to $63.8 million for the Predecessor six months ended June 30, 2025.

For the Successor period from February 8, 2025 to June 30, 2025 and the Predecessor Period from January 1, 2025 to February 7, 2025, we continued our spending on our planned projects and maintenance at our casino properties, the most significant being our future Bally’s Chicago permanent facility.

Bally’s Twin River - In connection with our partnership with IGT, we have committed to invest $100 million in Bally’s Twin River over the term of our master contract, ending in 2043, with Rhode Island to expand the property and add additional amenities along with other capital improvements.

As a major component of this, we have constructed and opened a 14,000 square foot Korean-style spa, and a 40,000 square foot casino expansion, both of which opened in the first half of 2023.

Approximately $45.0 million of the committed investment remains as of March 31, 2025.

Approximately $42.0 million of the committed investment remains as of June 30, 2025.

Bally’s Chicago - On June 9, 2022, a wholly-owned indirect subsidiary of the Company, Bally’s Chicago Operating Company, LLC (the “Developer”), signed a host community agreement with the City of Chicago to develop a destination casino resort, to be named Bally’s Chicago, in downtown Chicago, Illinois that will include approximately 3,400 slot machines, 170 table games, 10 food and beverage venues, 500 hotel rooms, a 65,000 square foot entertainment and event center, 20,000 square feet of exhibition space, 3,300 parking spaces and an outdoor green space.

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Sponsorship Commitments - The Company has entered into several sponsorship agreements with various professional sports leagues and teams, allowing the Company use of official league marks for branding and promotions, among other rights.

As of March 31, 2025, obligations related to these agreements were $122.7 million, with contracts extending through 2036.

As of June 30, 2025, obligations related to these agreements were $114.3 million, with contracts extending through 2036.

Interactive Technology Partnerships - 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, the cumulative minimum obligation committed in these agreements is approximately $37.6 million, extending through 2029.

As of March 31, 2025, the net aggregate available amount of capacity under the Shared Cap (as defined in the Note Purchase Agreement) was approximately $154 million.

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

As of June 30, 2025, the net aggregate available amount of capacity under the Shared Cap (as defined in the Note Purchase Agreement) was approximately $43 million, including the impact of $83 million used to fund the investment in The Star Entertainment Group Limited.

We reached a definitive agreement with GLPI on finalizing the Chicago Development Agreement in July 2025 and have invoiced GLPI for reimbursement for $53M funds advanced by Bally’s for hard costs for the Chicago development project that Bally’s expects to be repaid this amount in the third quarter of 2025 to increase the Shared Cap available.

The Development Agreement contemplates that construction funding for the Chicago development project will be primarily funded by GLPI until the full $940 million commitment amount is utilized.

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 2. Management’s Discussion and Analysis