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What changed in Bally's Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Bally's Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+358 added−347 removedSource: 10-K (2025-03-17) vs 10-K (2024-03-15)

Top changes in Bally's Corp's 2024 10-K

358 paragraphs added · 347 removed · 242 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

47 edited+26 added−29 removed33 unchanged
Biggest changeOur Operating Structure Our business is organized into three reportable segments: (i) Casinos & Resorts, (ii) International Interactive, and (iii) North America Interactive. 5 Casinos & Resorts - includes our 16 land-based casino properties, one horse racetrack and one golf course: Property Name Location Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”) Atlantic City, New Jersey Bally’s Black Hawk (1)(2) Black Hawk, Colorado Bally’s Chicago Casino (“Bally’s Chicago”) (3) Chicago, Illinois Bally’s Dover Casino Resort (“Bally’s Dover”) (2) Dover, Delaware Bally’s Evansville Casino & Hotel (“Bally’s Evansville”) (2) Evansville, Indiana Bally’s Kansas City Casino (“Bally’s Kansas City”) Kansas City, Missouri Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”) Lake Tahoe, Nevada Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”) (2) Rock Island, Illinois Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) Shreveport, Louisiana Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”) (2) Tiverton, Rhode Island Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”) Lincoln, Rhode Island Bally’s Vicksburg Casino (“Bally’s Vicksburg”) Vicksburg, Mississippi Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”) (2) Biloxi, Mississippi Tropicana Las Vegas Casino and Resort (“Tropicana Las Vegas”) (2) Las Vegas, Nevada Bally’s Arapahoe Park Aurora, Colorado Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”) Bronx, New York __________________________________ (1) Consists of three casino properties: Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.
Biggest changeCasinos & Resorts - includes 19 land-based casino properties, one horse racetrack and one golf course as of February 28, 2025: Property Name Location Bally’s Atlantic City Casino Resort (“Bally’s Atlantic City”) Atlantic City, New Jersey Bally’s Black Hawk (“Bally's Black Hawk”) (1)(2) Black Hawk, Colorado Bally’s Chicago Casino (“Bally’s Chicago”) (3) Chicago, Illinois Bally’s Dover Casino Resort (“Bally’s Dover”) (2) Dover, Delaware Bally’s Evansville Casino & Hotel (“Bally’s Evansville”) (2) Evansville, Indiana Bally’s Kansas City Casino (“Bally’s Kansas City”) (2) Kansas City, Missouri Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”) Lake Tahoe, Nevada Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”) (2) Rock Island, Illinois Bally’s Shreveport Casino & Hotel (“Bally’s Shreveport”) (2) Shreveport, Louisiana Bally’s Tiverton Casino & Hotel (“Bally’s Tiverton”) (2) Tiverton, Rhode Island Bally’s Twin River Lincoln Casino Resort (“Bally’s Twin River”) Lincoln, Rhode Island Bally’s Vicksburg Casino (“Bally’s Vicksburg”) Vicksburg, Mississippi Hard Rock Hotel & Casino Biloxi (“Hard Rock Biloxi”) (2) Biloxi, Mississippi Bally’s Arapahoe Park Aurora, Colorado Bally’s Golf Links at Ferry Point (“Bally’s Golf Links”) Bronx, New York Casino Queen Marquette (4) Marquette, Iowa DraftKings at Casino Queen (4) East St.
In addition, our master contracts with Rhode Island extended through June 30, 2043, and allow for consolidation of promotional points between Bally’s Twin River and Bally’s Tiverton, obligate Bally’s Twin River to build a 50,000 square foot expansion, obligate Bally’s to lease at least 20,000 square feet of commercial space in Providence, and commit us to invest $100 million in Rhode Island over the term, including an expansion and the addition of new amenities at Bally’s Twin River.
Our master contracts with Rhode Island extended through June 30, 2043, and allow for consolidation of promotional points between Bally’s Twin River and Bally’s Tiverton, obligate Bally’s Twin River to build a 50,000 square foot expansion, obligate Bally’s to lease at least 20,000 square feet of commercial space in Providence, and commit us to invest $100 million in Rhode Island over the term, including an expansion and the addition of new amenities at Bally’s Twin River.
We believe that increased legalized gaming in other states, particularly in areas close to our existing gaming properties and the development or expansion of Native American gaming in or near the states in which we operate, could create additional competition for us and could adversely affect our operations or future development projects. See “ Item 1A.
We believe that increased legalized gaming in other jurisdictions, particularly in areas close to our existing gaming properties and the development or expansion of Native American gaming in or near the states in which we operate, could create additional competition for us and could adversely affect our operations or future development projects. See “ Item 1A.
Available Information We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). These filings are also available on the SEC’s website at www.sec.gov.
Available Information We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). These filings are available on the SEC’s website at www.sec.gov.
Governmental Gaming Regulation General The casino and iGaming industries are highly regulated, and we must maintain licenses and pay gaming taxes in each jurisdiction in which we operate to continue operations. Our casino and iGaming businesses are subject to extensive regulation under the laws, rules and regulations of the jurisdiction in which we operate.
Governmental Gaming Regulation General The casino and iGaming industries are highly regulated, and we must maintain licenses and pay gaming taxes in each jurisdiction in which we operate. Our casino and iGaming businesses are subject to extensive regulation under the laws, rules and regulations of the jurisdiction in which we operate.
In addition, our Code of Business Conduct, Corporate Governance Guidelines and charters of the Audit Committee, the Compensation Committee, the Compliance Committee and the Nominating and Governance Committee are available on our website, www.Ballys.com. The information that is contained in, or that is accessed through, our website is not part of this filing. 12
In addition, our Code of Business Conduct, Corporate Governance Guidelines and charters of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are available on our website, www.Ballys.com. The information that is contained in, or that is accessed through, our website is not part of this filing. 11
BUSINESS Bally’s Corporation, a Delaware corporation, with global headquarters in Providence, Rhode Island, is referred to as the “Company,” “Bally’s,” “we,” “our” or “us.” Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “BALY.” Our Company We are a global gaming, hospitality and entertainment company with a portfolio of casinos and resorts and online gaming businesses.
BUSINESS Bally’s Corporation, a Delaware corporation, with global headquarters in Providence, Rhode Island, is referred to as the “Company,” “Bally’s,” “we,” “our” or “us.” Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “BALY.” Our Company We are a global gaming, hospitality and entertainment company with a portfolio of casinos and resorts and a growing omni-channel presence.
We believe that by providing our employees with competitive pay and benefits, as well as opportunities for professional development, we can achieve our goals of attracting and retaining a diverse and engaged workforce. Our professional development efforts include robust training programs, at no cost to the employee, scholarships, and tuition reimbursement opportunities.
We believe that by providing our employees with competitive pay and benefits, as well as opportunities for professional development, we can achieve our goals of attracting and retaining a creative and engaged workforce reflective of our players, guests and customers. Our professional development efforts include robust training programs, at no cost to the employee, scholarships, and tuition reimbursement opportunities.
Our brands are generally as follows, which include certain licensed brands: • iGaming brands include Bally Casino , Rainbow Riches Casino, Virgin Casino, Virgin Games, VIP Casino, Vera & John, InterCasino , Monopoly Casino, Yuugado, Canal Bingo, VIP Casino, Casino Secret; • Sportsbook brand is Bally Bet ; • F2P brand is Bally Play and SportCaller , a F2P games content provider; • Online bingo brands include Jackpotjoy, Double Bubble Bingo and Botemania; • Gamesys , an iGaming and online bingo platform provider and operator; and • Telescope , a provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams.
Our brands are generally as follows, which include certain licensed brands: • iGaming brands: Bally Casino , Rainbow Riches Casino, Virgin Casino, Virgin Games, Monopoly Casino; • Online bingo: Jackpotjoy, Double Bubble Bingo and Botemania; • Sportsbook: Bally Bet and Sportsbook ; • F2P: Bally Play, Bally Live and SportCaller; • Gamesys , an iGaming and online bingo platform provider and operator; and • Telescope , a provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams.
We protect our trade secrets and confidential information by nondisclosure agreements and confidentiality clauses. 11 While we take action to protect our intellectual property rights, there is always a risk that (i) our proprietary rights become invalidated or unenforceable, (ii) we are unsuccessful in obtaining trademark or patent registrations and (iii) we are unsuccessful in our enforcement efforts and therefore unable to prevent what we consider to be misuse of our intellectual property assets.
While we take action to protect our intellectual property rights, there is always a risk that (i) our proprietary rights become invalidated or unenforceable, (ii) we are unsuccessful in obtaining trademark or patent registrations and (iii) we are unsuccessful in our enforcement efforts and therefore unable to prevent what we consider to be misuse of our intellectual property assets.
Nonetheless, Bally’s remains at the center of our strategy. 6 In summary, we remain focused in our continuing effort to rebirth Bally’s brand as a legendary, integrated brand, leveraging our casino and resort, interactive and media environments with a compelling rewards program to rival our competition.
In summary, we remain focused in our continuing effort to rebirth Bally’s brand as a legendary, integrated brand, leveraging our casino and resort, interactive and media environments with a compelling rewards program to rival our competition.
Our technology platforms comprise varying levels of proprietary and third-party software. We invest in internally developed technology where we believe we can use it to leverage a competitive advantage in the market. Our platforms provide core player account management functionality, including responsible gaming, critical compliance components, and high-performance electronic wallets.
Our technology platforms integrate varying levels of proprietary and third-party software. We strategically invest in internally developed technology where we believe it offers a competitive advantage in the market. Our platforms deliver core player account management functionality, including responsible gaming measures, critical compliance components, and high-performance electronic wallets.
This form of marketing typically involves an offer and a call to action to incentivize an initial or additional casino visit or engagement with our iGaming products.
Direct Marketing We use direct marketing to establish a personal relationship with customers. This form of marketing typically involves an offer and a call to action to incentivize an initial or additional casino visit or engagement with our iGaming products.
The Company believes that in order to flourish in a competitive environment and global economy, all ideas must be on the table, and an environment that welcomes and includes diverse perspectives leads to success in business.
Human Capital Resources Engaging and Investing in the Community The Company believes that in order to flourish in a competitive environment and global economy, all ideas must be on the table, and an environment that welcomes and encourages diverse perspectives leads to success in business.
Our collective bargaining agreements generally have three-or-five-year terms. 9 Environmental, Social and Corporate Governance Bally’s is committed to engaging and investing in the communities in which we operate and promoting a diverse and inclusive workplace for our valued team members. We strive to make a positive impact and embrace our commitment to responsible gaming and business practices.
Environmental, Social and Corporate Governance Bally’s is committed to engaging and investing in the communities in which we operate and promoting a diverse and inclusive workplace for our valued team members. We strive to make a positive impact and embrace our commitment to responsible gaming and business practices.
The North America Interactive reportable segment also includes the North American operations of Gamesys. Refer to Note 23 “ Segment Reporting ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our segment reporting structure. Our Brands Bally’s Brand Bally’s is an iconic brand.
Refer to Note 23 “ Segment Reporting ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our segment reporting structure. 5 Our Brands Bally’s Brand Bally’s is an iconic brand.
The Regulatory Agreement contains financial and other covenants that, among other things, (i) restrict the acquisition of stock and other financial interests in us, (ii) relate to the licensing and composition of members of our management and Board of Directors (the “Board”), (iii) prohibit certain competitive activities and related-party transactions and (iv) restrict our ability to declare or make restricted payments (including dividends), incur additional indebtedness or take certain other actions, if our leverage ratio exceeds 5.50 to 1.00 (in general being gross debt divided by Adjusted EBITDA, each as defined in the Regulatory Agreement). 10 The Regulatory Agreement also provides affirmative obligations, including setting a minimum number of employees that we must employ in Rhode Island and providing the DBR and DoL with periodic information updates about us.
The Regulatory Agreement contains financial and other covenants that, among other things, (i) restrict the acquisition of stock and other financial interests in us, (ii) relate to the licensing and composition of members of our management and Board of Directors (the “Board”), (iii) prohibit certain competitive activities and related-party transactions and (iv) restrict our ability to declare or make restricted payments (including dividends), incur additional indebtedness or take certain other actions, if our leverage ratio exceeds 5.50 to 1.00 (in general being gross debt divided by Adjusted EBITDA, each as defined in the Regulatory Agreement).
For example, in the case of Hard Rock Biloxi, we decided to maintain the current “Hard Rock” naming rights arrangement.
For example, in the case of Hard Rock Biloxi, we decided to maintain the current “Hard Rock” naming rights arrangement. Nonetheless, Bally’s remains at the center of our strategy.
The Bally’s and Bally brand is protected by approximately 150 trademark registrations and applications in the US and foreign jurisdictions. In line with our multi-brand strategy, we register trademarks for brands either directly exploited by us in the provision of gaming services or for the purpose of licensing to third parties.
In line with our multi-brand strategy, we register trademarks for brands either directly exploited by us in the provision of gaming services or for the purpose of licensing to third parties.
We create original software code and designs for our interactive gaming and betting services. Our software code is primarily protected by copyright and, to a lesser extent, patents. Although our business is not dependent on any one of our patents or combination of our patents, we file patent applications where we believe it is appropriate to do so.
Our software code is primarily protected by copyright and, to a lesser extent, patents. Although our business is not dependent on any one of our patents or combination of our patents, we file patent applications where we believe it is appropriate to do so. We also license in patented technology where required for the operation of our business.
A failure to comply with the Regulatory Agreement could subject us to injunctive or monetary relief, payments to the Rhode Island regulatory agencies and ultimately the revocation or suspension of our licenses to operate in Rhode Island.
A failure to comply with the Regulatory Agreement could subject us to injunctive and monetary relief, and ultimately the revocation or suspension of our licenses to operate in Rhode Island. The DoL also has regulatory authority over Bally’s under our VLT master contracts with the DoL.
We also engage with our employees through a number of health and wellness programs which include, an annual wellness fair, annual flu shots, weight loss programs, quarterly fitness challenges, employee assistance program, student loan assistance, and weekly wellness communications providing helpful information on health initiatives.
We also engage with our employees through a number of health and wellness programs which include, an annual wellness fair, annual flu shots, weight loss programs, quarterly fitness challenges, employee assistance program, student loan assistance, and weekly wellness communications providing helpful information on health initiatives. 8 We also believe in the importance of giving back to our communities and have several community impact initiatives, including fundraising events to support local organizations and community service events.
Our Casino Operations team plays a significant role in attracting and retaining our customers. Every customer who interacts with a process, such as an automated teller machine (ATM) or kiosk, or an employee is met with an attempt to garner a return visit and then, in turn, make a recommendation to family and friends.
Every customer who interacts with a process, such as an automated teller machine (ATM) or kiosk, or an employee is met with an attempt to garner a return visit and then, in turn, make a recommendation to family and friends. Hence “R2,” an abbreviation for “Return and Recommend,” is Bally’s marketing and casino operations mantra.
Our brands in foreign jurisdictions include: Jackpotjoy, Botemania, Vera & John, Yuugado, InterCasino, VIP Casino and Casino Secret. We also operate interactive sites under brand license agreements with third parties, including the Virgin, Rainbow Riches, Double Bubble Bingo, Canal Bingo and Monopoly brands.
Following the sale of the Carved-Out Business in the fourth quarter of 2024, our in-house brands in foreign jurisdictions include Jackpotjoy, Botemania, Vera & John (in Sweden only) and Bally Casino. We also operate interactive sites under brand license agreements with third parties, including the Virgin, Rainbow Riches, Double Bubble Bingo and Monopoly brands.
In addition, we hold an exclusive trademark license for Hard Rock in relation to our Hard Rock Biloxi casino. The Hard Rock license expires in 2025 with an option to renew for two successive ten-year terms. In foreign territories we hold a number of in-bound trademark licenses for our interactive gaming services.
In addition, we hold an exclusive trademark license for Hard Rock in relation to our Hard Rock Biloxi casino. The Hard Rock license expires in 2027 with an option to renew for two successive ten-year terms. We create original software code and designs for our interactive gaming and betting services.
Our proprietary software and technology stack is designed to allow us to provide consumers with differentiated offerings and exclusive content. Our Strategy and Business Developments We seek to continue to grow our business by actively pursuing the acquisition and development of new gaming opportunities and reinvesting in our existing operations.
Our Strategy and Business Developments We seek to continue to grow our business by actively pursuing the acquisition and development of new gaming opportunities and reinvesting in our existing operations.
Entertainment The mission to attract and retain gamers is evident in our entertainment strategy. Bally’s headliner strategy is to entertain our customers while recovering the cost of the act through cash sales. Additional entertainment is offered at Bally’s lounges and bars and designed to support our branding mission which is based on offering an engaging and entertaining experience.
Entertainment The mission to attract and retain gamers is evident in our entertainment strategy. Bally’s headliner strategy is to entertain our customers while recovering the cost of the act through cash sales.
For further information on our recent acquisitions, refer to Note 6 “ Business Combinations ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.
For further information on our recent acquisitions, refer to Note 7 “ Business Combinations ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K. Our Operating Structure Our business is organized into three reportable segments: (i) Casinos & Resorts, (ii) International Interactive, and (iii) North America Interactive.
Our data and analytics platform helps drive core marketing processes and provides the basis for a global gaming customer-focused platform across our portfolio of casinos and resorts and online gaming businesses.
Our data and analytics platform supports core marketing processes and provides the basis for a global, customer-focused gaming platform across our portfolio of casinos and resorts and online gaming businesses. We are committed to investing in technology that drives business performance and provides a competitive edge.
This acquisition continues our strategic objective of developing a diversified portfolio within our Casinos & Resorts segment. These steps have positioned us as a prominent, full-service, vertically integrated iGaming company, with physical casinos and online gaming solutions united under a single, leading brand.
These steps have continued to position us as a prominent, full-service, vertically integrated iGaming company, with physical casinos and online gaming solutions united under a single, leading brand.
We anticipate offering, through a partnership with live casino software provider, Stakelogic B.V., online slots, as well as live table games, streamed from a new state of the art live dealer studio at our Bally’s Twin River property.
In March, we launched an iGaming product in Rhode Island, becoming the exclusive provider for the state for the next 20 years. This offering features live table games streamed from a state-of-the-art live dealer studio at our Bally’s Twin River property, in partnership with the live casino software provider Stakelogic B.V.
For a more detailed description of regulations to which we are subject, see Exhibit 99.1 , to this Annual Report on Form 10-K, which is incorporated herein by reference.
For a more detailed description of regulations to which we are subject, see Exhibit 99.1 , to this Annual Report on Form 10-K, which is incorporated herein by reference. 9 Our Regulatory Agreement We are party to an Amended and Restated Regulatory Agreement (the “Regulatory Agreement”), with the Rhode Island Department of Business Regulation (“DBR”) and the State Lottery Division of the Rhode Island Department of Revenue (“DoL”).
The Company is a member of the US Responsible Gaming Coalition and the corporate Leadership Circle for the National Council on Problem Gambling, adopted American Gaming Association’s Responsible Marketing Code of Conduct and Have a Game Plan Campaign, and commenced the process to obtain Responsible Gaming Accreditation for North America through RG Check in Ontario.
Responsible Online Gaming Association and the corporate Leadership Circle for the National Council on Problem Gambling, adopted American Gaming Association’s Responsible Marketing Code of Conduct and supported its annual "Have a Game Plan" Campaign, and received RG Check responsible gaming accreditation for online operations BallyCasino.com and VirginCasino.com (since rebranded to MONOPOLYCasinoUS.com).
We seek to target the right customer at the right time with the right message to increase brand awareness and drive business. We do modest image advertising, but more predominantly lean towards call-to-action messaging. Direct Marketing We use direct marketing to establish a personal relationship with customers.
The funnels are as follows: Advertising Bally’s targets its demographics throughout the nation via radio, television, billboards, print, direct mail, email, digital and social media campaigns. We seek to target the right customer at the right time with the right message to increase brand awareness and drive business. We do modest image advertising, but more predominantly lean towards call-to-action messaging.
We are developing the connectivity of this program by our “one card” linking systems, which universally link to all Bally’s casinos, resorts and our interactive business units. We are also planning to provide benefits outside of what is offered in our casinos and resorts to add value to the membership.
Players earn tier points to achieve a tier status of Pro, Star, Superstar and ultimately Legend. We are developing the connectivity of this program by our “one card” linking systems, which universally link to all Bally’s Casinos & Resorts properties and our interactive business units.
Such competition may intensify in some of these jurisdictions if new gaming operations open in these markets or existing competitors expand their operations. Our properties compete directly with other gaming properties in each state in which we operate, except for Rhode Island, as well as in adjacent states.
Our properties compete directly with other gaming properties in each state in which we operate, except for Rhode Island, as well as in adjacent states. Some competitors, especially Native American casinos, benefit from lower or no taxes, further intensifying competition.
The Company made a landmark $5 million (over five years) contribution to the Community College of Rhode Island Foundation as part of our long-term workforce and economic development partnership in Rhode Island. In addition, we are committed to ensuring responsible play and guest safety. All our employees participate in training to better equip them to identify and mitigate problem play.
The Company made a landmark $5 million commitment over five years to the Community College of Rhode Island Foundation as part of a strategic workforce and economic development partnership in the State of Rhode Island.
Intellectual Property We develop intellectual property to differentiate our retail casinos and interactive products from our competitors. Our brands and technology constitute key business assets. In order to protect our brands, technology and other creative output, we rely on a combination of trademarks, copyright, patents, trade secrets and contract law to establish and protect our proprietary rights.
Intellectual Property We develop intellectual property to differentiate our retail casinos and interactive products from our competitors. Our brands and technology constitute key business assets.
This cross-marketing campaign is currently being launched at Bally’s Atlantic City. 8 Competition The gaming industry is characterized by a high degree of competition among a large number of operators, including land-based casinos, riverboat casinos, dockside casinos, video lotteries, traditional lotteries, video gaming terminals at taverns in certain states, sweepstakes and poker machines not located in casinos, Native American gaming, emerging varieties of iGaming and daily fantasy sports gaming, increased sports betting and other forms of gaming in the US.
Competition The gaming industry is highly competitive, with numerous operators, including land-based, riverboat, and dockside casinos, video lotteries, traditional lotteries, video gaming terminals, sweepstakes, poker machines, Native American gaming, and emerging varieties of iGaming, daily fantasy sports and sports betting.
Our core brand in the United States is Bally’s and Bally. We use “Bally’s” in connection with a majority of our land-based properties. We use variations of “Bally” in connection with our interactive products, including Bally Casino, Bally Bet, Bally Live and Bally Sports.
We use variations of “Bally” in connection with our interactive products, including Bally Bet, Bally Live and Bally Play. The Bally’s and Bally brand is protected by approximately 170 trademark registrations and applications in the U.S. and foreign jurisdictions.
Labor Relations As of December 31, 2023, we had approximately 10,500 employees. Most of our employees in Rhode Island, Nevada and New Jersey are represented by a labor union and are subject to collective bargaining agreements with us. As of December 31, 2023, we had 32 collective bargaining agreements covering 3,040 employees.
A large number of our employees at our Casinos & Resorts properties within several US states are represented by a labor union and are subject to collective bargaining agreements with us. As of December 31, 2024, we had 32 collective bargaining agreements covering 3,442 employees. Our collective bargaining agreements generally have three-or-five-year terms.
North America Interactive - includes the following North America businesses: • Bally’s Interactive, primarily a B2C online iGaming and online sportsbook operator; and • Consumer facing service and marketing engines, including SportCaller, a business-to-business (“B2B”) and F2P game provider for sports betting companies; Live at the Bike, an online subscription streaming service featuring livestream and on-demand poker videos and podcasts; an investment in the Association of Volleyball Professionals (“AVP”), a professional beach volleyball organization and host of the longest-running domestic beach volleyball tour; and an investment in Watch Stadium, a content distribution channel focused on sporting events.
North America Interactive - includes the North American operations of Gamesys, Bally’s Interactive, primarily a B2C online iGaming and online sportsbook operator; and consumer facing service and marketing engines, including SportCaller, a business-to-business (“B2B”) and F2P game provider for sports betting companies.
We plan to continue to expand and optimize our data analytics platform to better identify and manage signs of problem gambling, while continuing to deliver entertaining gaming experiences globally. 7 Marketing The marketing efforts under the Bally’s brand are primarily executed through six funnels: advertising, direct marketing, player development, special events and promotions, entertainment and the Bally Rewards loyalty program.
Marketing The marketing efforts under the Bally’s brand are primarily executed through six funnels: advertising, direct marketing, player development, special events and promotions, entertainment and the Bally Rewards loyalty program. Our Casino Operations team plays a significant role in attracting and retaining our customers.
We also believe in the importance of giving back to our communities and have several philanthropic initiatives, including fundraising events to support local charities and organizations and community service events. We encourage our employees to participate in these events and recognize their efforts and contributions in their respective communities.
We encourage our employees to participate in these events and recognize their efforts and contributions in their respective communities. Labor Relations As of December 31, 2024, we had approximately 10,000 employees.
As of December 31, 2023, we own and manage 16 land-based casinos in 10 states across the United States (“US”), one golf course in New York, and one horse racetrack in Colorado operating under the Bally’s brand.
As of February 28, 2025, we own and operate 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”), which was added to our portfolio in the fourth quarter of 2024.
Interactive Cross Marketing We design collaborative, cross-marketing campaigns that include direct mail, on-property marketing and VIP marketing in an effort to increase interactive sign-ups and introduce interactive players to our casinos and resorts.
We are also planning to provide benefits outside of what is offered in our casinos and resorts to add value to the membership. Interactive Cross Marketing Our strategic approach involves crafting collaborative, cross-marketing campaigns that seamlessly integrate direct mail, on-property marketing, and VIP initiatives.
In a broader sense, our gaming operations face competition from many leisure and entertainment activities, including, for example: shopping, athletic events, television and movies, concerts and travel.
In a broader sense, our gaming operations compete with various leisure and entertainment activities such as shopping, sports events, television, movies, concerts, and travel. Legalized gaming is available in various forms across the US, several Canadian provinces, and lands held in trust for Native American Tribes and First Nations.
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Our land-based casino operations include approximately 15,500 slot machines, 600 table games and 5,300 hotel rooms, along with various restaurants, entertainment venues and other amenities. In 2021, we acquired London-based Gamesys Group Ltd.
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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.
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(“Gamesys”) to expand our geographical and product footprints to include an iGaming business with well-known brands providing iCasino and online bingo experiences to our global online customer base with concentrations in Europe and Asia and a growing presence in North America. Our revenues are primarily generated by these gaming and entertainment offerings.
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(“Intralot”), a global lottery management and services business. Our revenues are primarily generated by these gaming and entertainment offerings. Our proprietary software and technology stack is designed to allow us to provide consumers with differentiated offerings and exclusive content.
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Notable efforts in the current year include: • In January 2023, we completed the sale-leaseback transaction for the land and real estate assets of Bally’s Tiverton and Hard Rock Biloxi for an aggregate consideration of $625.4 million.
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Notable efforts in the current year include: • We secured a critical $940 million construction and financing arrangement with Gaming & Leisure Properties (“GLPI”), which positions us to move forward with the construction of our flagship permanent casino in the heart of downtown Chicago.
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This transaction was structured as a tax-free capital contribution, allowing us to utilize funds to reduce debt and be better positioned for continued growth projects. • In the first half of 2023, we opened the Bally’s Twin River expansion, which included the addition of 40,000 square feet of new gaming space in a landmark expansion of our casino floor, as well as the region’s largest spa inspired by Korea’s traditional bath houses.
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With the demolition of the former Tribune buildings and the City’s final approval of our re-imagined permanent Bally’s Chicago Casino master plan, we look to begin construction in early 2025.
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Our expansion represents our continued partnership with, and commitment to invest $100 million in, our home state of Rhode Island and its workforce. • In May 2023, in conjunction with Gaming & Leisure Properties, Inc.
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Our existing Chicago Temporary Casino is allowing us to build relationships with players in Chicago and establish our long-term presence in a market with favorable adult population and demographics. • Early in the fourth quarter of 2024, we completed the controlled demolition of the Tropicana hotel towers in Las Vegas, moving the A’s one step closer to the start of stadium construction and allowing Bally’s to plan for the broader redevelopment of the site. • In December 2024, we completed the sale lease-back of certain real property interests underlying our Bally’s Kansas City and Bally’s Shreveport casino properties to GLPI in a transaction valued at $395 million. • We launched our Bally Bet Casino iGaming app in Rhode Island, joining New Jersey, Pennsylvania, and Ontario, Canada, offering popular live casino games such as blackjack, roulette and baccarat.
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(“GLPI”), we announced a binding term sheet with the Oakland Athletics of Major League Baseball to site their new ballpark on a portion of our Tropicana Las Vegas property.
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Additionally, we continued to expand our North America Interactive presence with our Bally Bet sportsbook app, with our partners, Kambi and White Hat Gaming, further increasing our customer engagement with the Bally brand with a combined presence in 13 US states and Ontario, Canada. • During the fourth quarter of 2024, we disposed of portions of our international interactive business in Asian and certain other international markets, transferring components of this business to an independent company led by the existing management team for those operations (the “Carved-Out Business”).
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The ballpark is expected to welcome more than 2.5 million fans and visitors annually and will be a one-of-a-kind asset for the Las Vegas Strip. • In June 2023, we launched our mobile iGaming app in Pennsylvania, making it our third active iGaming region, following Ontario, Canada in 2022 and New Jersey in late 2021.
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In addition, we transferred ownership of certain intellectual property used in the business into an independent trust, which began receiving license fees under a new commercial license arrangement. We also purchased a warrant representing a 19.99% fully diluted equity interest in the Carved-Out Business. 4 • On February 7, 2025, the Company completed its transactions with Standard General L.P.
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In June 2023, Rhode Island legalized iGaming, naming Bally’s as the sole provider in the state. We anticipate launching our iGaming app in Rhode Island in early 2024, offering popular live casino games such as blackjack, roulette and baccarat.
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(“Standard General”) and its affiliates, including Queen adding four new properties to our portfolio. For further information, refer to Note 1 “General Information” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.
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We will continue to focus on jurisdictions where there are iGaming opportunities. • We rolled out our new Bally Bet sportsbook app, with our partners Kambi and White Hat Gaming, in seven US states.
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Louis, Illinois The Belle of Baton Rouge (4) Baton Rouge, Louisiana The Queen Baton Rouge (4) Baton Rouge, Louisiana __________________________________ (1) Consists of three casino properties: Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino. (2) Properties leased from GLPI. Refer to Note 18 “ Leases ” for further information.
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We intend to continue rolling out our app to new jurisdictions within the US throughout 2024 to increase customer engagement with the Bally brand and expand our online sports betting presence. 4 • In the beginning of September 2023, we opened our temporary casino at the Medinah Temple in Chicago, Illinois, with approximately 791 slot machines, 56 table games, and several food and beverage offerings.
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(3) Temporary casino facility, as a permanent casino resort is being constructed. (4) Properties acquired on February 7, 2025, in connection with the transaction with Standard General and certain of its affiliates. International Interactive - includes Gamesys’ European operations and global licensing business, as well as one casino property, Bally's Newcastle, in the UK.
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We remain on track to break ground on the permanent casino development in downtown Chicago in 2024, which will become our flagship destination casino resort. • In September 2023, we opened our land-based property expansion at Bally’s Kansas City, which transformed the property, through an extensive aesthetic renovation to its interior and exterior, and through the addition of enhanced dining and gaming experiences.
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Our teams are highly skilled, ambitious and experienced. We have implemented a cutting-edge marketing platform that leverages real-time data, artificial intelligence, and machine learning. This platform facilitates real-time data analytics, predictive modeling, and responsible gaming capabilities. It also enables the creation of highly customizable and personalized marketing campaigns, supported by algorithms that enhance player acquisition, retention, engagement, and content personalization.
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The expansion represents the most significant investment that Bally’s has made in the property since its acquisition in 2020. • In September 2023, we acquired Trump Golf Links at Ferry Point, subsequently renamed to Bally’s Golf Links at Ferry Point, which includes the assignment of a license agreement to operate an 18-hole links-style golf course located in the Bronx, New York.
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Together with our established gaming platforms, we are optimally positioned to drive growth by optimizing existing markets and preparing to launch in new markets in 2025 and beyond. In 2024, we significantly expanded and deepened our market presence in North America.
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(2) Properties leased from GLPI. Refer to Note 17 “ Leases ” for further information. (3) Temporary casino facility, as a permanent casino resort is being constructed. International Interactive - includes Gamesys, a business-to-consumer (“B2C”) iCasino operator.
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Later that year, we broadened our Sports and iGaming product footprint across North America and unified our platforms, creating a seamless traveling wallet for online players throughout the US.
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Our teams are highly skilled, ambitious and experienced. In 2021, within our North America Interactive reporting segment, we rolled out Bally Casino to New Jersey only two months after our acquisition of Gamesys.
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By the end of 2024, we were operational in 13 US states and Ontario, Canada. 6 Our International Interactive reporting segment has successfully maintained our thriving B2C business in the UK and Spain, while recently expanding into the Republic of Ireland.
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In 2022, we introduced our “Bally Bet 2.0” product to Arizona, New York, Ontario, and Indiana, leveraging the Bally’s Interactive “Evolve” sports engine, combined with the acquired heritage of Gamesys. In 2023, we enhanced and expanded the reach of our Sportsbook and iGaming products through our strategic partnerships with White Hat Gaming and Kambi Sportsbook.
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In 2024, we enhanced JackpotJoy and Bally Casino by adding a Sports product through our partnership with Kambi and updated our Native iOS and Android platforms. We continue to experience robust business growth, driven by ongoing product development innovations and the introduction of new iGaming content from a diverse range of third-party game providers and partners.
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Through the passage of Legislation in June 2023, allowing iGaming in the State of Rhode Island, we have been authorized, on behalf of the State Lottery Division, to be the exclusive provider of iGaming to Rhode Island customers for 20 years.
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Our goal is to continuing to integrate our products across our entire portfolio into a unified and seamless customer experience. We plan to continually expand and optimize our data analytics platform to improve the identification of and manage signs of problem gambling, while also delivering entertaining gaming experiences worldwide.
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Our International Interactive reporting segment has continued to nurture our mature and highly successful B2C business in the UK and our B2B business in Japan.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFailure to comply with such regulations could cause our licenses to be revoked or our related restaurant business or businesses to be forced to cease operations. Moreover, state liquor laws may prevent the expansion of restaurant operations into certain markets. Failure to comply with the terms of the Regulatory Agreement could result in a breach and could harm our business.
Biggest changeMoreover, state liquor laws may prevent the expansion of restaurant operations into certain markets. 15 Failure to comply with the terms of the Regulatory Agreement could result in a breach and could harm our business. We are currently a party to the Regulatory Agreement with Rhode Island regulatory agencies. The Regulatory Agreement imposes certain affirmative and negative covenants on us.
In addition, there is a risk that increased safer gambling and AML regulatory measures in the UK will prove to be challenging for us.
In addition, there is a risk that increased AML regulatory and safer gambling measures in the UK will prove to be challenging for us.
Furthermore, as a result of the Two-Pillar framework or other tax initiatives, the tax laws in the US, the UK and other countries in which Bally’s and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect Bally’s and its affiliates.
Furthermore, as a result of the Pillar Two framework or other tax initiatives, the tax laws in the US, the UK and other countries in which Bally’s and its affiliates do business could change on a prospective or retroactive basis, and any such changes could adversely affect Bally’s and its affiliates.
Similarly, changes in interest rates and legislation enacted by governmental authorities can impact the timing and amounts of contribution requirements. An adverse change in the funded status of the plans could significantly increase our required contributions in the future and adversely impact our liquidity. We may incur impairments to goodwill, indefinite-lived intangible assets or long-lived assets.
Similarly, changes in interest rates and legislation enacted by governmental authorities can impact the timing and amounts of contribution requirements. An adverse change in the funded status of the plans could significantly increase our required contributions in the future and adversely impact our liquidity. 30 We may incur impairments to goodwill, indefinite-lived intangible assets or long-lived assets.
Therefore, some “liberalized” regulatory regimes are considerably more economically viable than others. 20 We derive meaningful revenues from players located in jurisdictions in which we do not hold a license. In certain jurisdictions, online gambling is either not regulated at all, is subject to very limited regulation or its legality is unclear.
Therefore, some “liberalized” regulatory regimes are considerably more economically viable than others. We derive meaningful revenues from players located in jurisdictions in which we do not hold a license. In certain jurisdictions, online gambling is either not regulated at all, is subject to very limited regulation or its legality is unclear.
The variability of our hold percentages has the potential to adversely affect our business, financial condition and results of operations. 23 Our profitability will be dependent, in part, on return to players. The revenue from certain of our gaming products depends on the outcome of random number generators built into the gaming software running the games made available to customers.
The variability of our hold percentages has the potential to adversely affect our business, financial condition and results of operations. Our profitability will be dependent, in part, on return to players. The revenue from certain of our gaming products depends on the outcome of random number generators built into the gaming software running the games made available to customers.
Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could adversely affect our financial condition. 35 Our variable rate indebtedness exposes us to interest rate volatility, which could cause our debt service obligations to increase significantly. Borrowings under our Credit Facility are at variable rates of interest and expose us to interest rate volatility.
Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could adversely affect our financial condition. Our variable rate indebtedness exposes us to interest rate volatility, which could cause our debt service obligations to increase significantly. Borrowings under our Credit Facility are at variable rates of interest and expose us to interest rate volatility.
Any such government investigations, prosecutions or other legal proceedings or actions could have a material adverse effect on our business, financial condition and results of operations. 18 The regulatory framework which governs our business, and its interpretation, may be subject to change which we may fail to anticipate and/or respond to.
Any such government investigations, prosecutions or other legal proceedings or actions could have a material adverse effect on our business, financial condition and results of operations. The regulatory framework which governs our business, and its interpretation, may be subject to change which we may fail to anticipate and/or respond to.
General economic pressures have the potential to reduce revenues of state governments from traditional tax sources, which may cause state legislatures or the federal government to be more inclined to increase gaming tax rates. New and future changes to US and non-US tax laws could adversely affect our business.
General economic pressures have the potential to reduce revenues of state governments from traditional tax sources, which may cause state legislatures or the federal government to be more inclined to increase gaming tax rates. 28 New and future changes to US and non-US tax laws could adversely affect our business.
Our failure to adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition and results of operations. We are largely dependent on the skill and experience of management and key personnel.
Our failure to adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action and lead to expenses that could adversely affect our business, financial condition and results of operations. 29 We are largely dependent on the skill and experience of management and key personnel.
Any exchange rate risk may materially adversely affect our business, financial condition and results of operations. 21 Our substantial activities in foreign jurisdictions may be affected by factors outside of our control. A portion of our operations are conducted in non-US jurisdictions.
Any exchange rate risk may materially adversely affect our business, financial condition and results of operations. Our substantial activities in foreign jurisdictions may be affected by factors outside of our control. A portion of our operations are conducted in non-US jurisdictions.
The success, including win or hold rates, of existing or future sports betting and iGaming products depends on a variety of factors and is not completely controlled by us. The sports betting and iGaming industries are characterized by an element of chance.
The success, including win or hold rates, of existing or future sports betting and iGaming products depends on a variety of factors and is not completely controlled by us. 21 The sports betting and iGaming industries are characterized by an element of chance.
Online gambling operators licensed in the UK and other jurisdictions are obliged to establish and maintain compliant AML, anti-terrorism, safer gambling, fraud detection, risk management and other regulatory policies, procedures and controls to mitigate and effectively manage these risks.
Online and land-based gambling operators licensed in the UK and other jurisdictions are obliged to establish and maintain compliant AML, anti-terrorism, safer gambling, fraud detection, risk management and other regulatory policies, procedures and controls to mitigate and effectively manage these risks.
Our management identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements. Our management is responsible for establishing and maintaining adequate internal controls over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.
Our management identified a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements. Our management is responsible for establishing and maintaining adequate internal controls over our financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.
Adverse developments affecting economies throughout the world including a general tightening of the availability of credit, increasing energy costs, rising prices, inflation, acts of war or terrorism, natural disasters, declining consumer confidence, significant declines in the stock market or epidemics, pandemics or other health-related events or widespread illnesses, like the COVID-19 pandemic, could lead to a reduction in visitors to our properties, including those that stay in our hotels, or discretionary spending by our customers on entertainment and leisure activities, which could adversely affect our business, financial condition and results of operations. 14 A period of sustained inflation could impact consumer spending and result in higher operating costs.
Adverse developments affecting economies throughout the world including a general tightening of the availability of credit, increasing energy costs, rising prices, inflation, acts of war or terrorism, natural disasters, declining consumer confidence, significant declines in the stock market or epidemics, pandemics or other health-related events or widespread illnesses, like the COVID-19 pandemic, could lead to a reduction in visitors to our properties, including those that stay in our hotels, or discretionary spending by our customers on entertainment and leisure activities, which could adversely affect our business, financial condition and results of operations.
One example is in the area of “base erosion and profit shifting,” including the OECD’s “Two-Pillar” framework, which, among other changes, would generally provide for an effective global minimum corporate tax rate of 15% on profits generated by certain multinational companies.
One example is in the area of “base erosion and profit shifting,” including the OECD’s “Pillar Two” framework, which, among other changes, would generally provide for an effective global minimum corporate tax rate of 15% on profits generated by certain multinational companies.
Business Operational Risks • We are reliant on effective payment processing services from a limited number of providers in each of the markets in which we operate. • Our profitability will be dependent, in part, on return to players. • We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers. • Declining popularity of games and changes in device preferences of players could have a negative effect on our business. • The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and renovation projects, which could put us at a competitive disadvantage. • We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions. • We face risks associated with growth and acquisitions. • Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war, terrorism and public health crises such as the COVID-19 pandemic. 13 Cybersecurity, Data Privacy and Technology Risks • We rely on information technology, Internet infrastructure and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. • Our business may be harmed by cybersecurity and data privacy incidents.
Business Operational Risks • We are reliant on effective payment processing services from a limited number of providers in each of the markets in which we operate. • Our profitability will be dependent, in part, on return to players. • We extend credit to a portion of our customers, and we may not be able to collect gaming receivables from our credit customers. • Declining popularity of games and changes in device preferences of players could have a negative effect on our business. • The casino, hotel and hospitality industry is capital intensive and we may not be able to finance development, expansion and renovation projects, which could put us at a competitive disadvantage. • We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate acquired businesses into our company or otherwise manage the growth associated with multiple acquisitions. • We face risks associated with growth and acquisitions. • Our management identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements. • Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war, terrorism and public health crises such as the COVID-19 pandemic. 12 Cybersecurity, Data Privacy and Technology Risks • We rely on information technology, Internet infrastructure and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. • Our business may be harmed by cybersecurity and data privacy incidents.
As of December 31, 2023, we had approximately $3.73 billion of total indebtedness outstanding consisting of $1.91 billion outstanding under our term loan facility (the “Term Loan”) pursuant to the terms of a credit agreement we entered into on October 1, 2021 (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto, and $1.5 billion in aggregate principal amount of outstanding 5.625% senior notes due 2029 and 5.875% senior notes due 2031 (collectively, the “Senior Notes”).
As of December 31, 2024, we had approximately $3.37 billion of total indebtedness outstanding consisting of $1.89 billion outstanding under our term loan facility (the “Term Loan”) pursuant to the terms of a credit agreement we entered into on October 1, 2021 (the “Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto, and $1.5 billion in aggregate principal amount of outstanding 5.625% senior notes due 2029 and 5.875% senior notes due 2031.
Our insurance and self-insurance programs may not be adequate to cover future claims. Although we maintain insurance that we believe is customary and appropriate for our business, we cannot assure that such insurance programs will be available or adequate to cover all losses and damage to which our business or our assets might be subjected.
Although we maintain insurance that we believe is customary and appropriate for our business, we cannot assure that such insurance programs will be available or adequate to cover all losses and damage to which our business or our assets might be subjected.
Though we have significant amounts of indebtedness outstanding, as of December 31, 2023, we have the ability to borrow the remaining $256.1 million available under our Revolving Credit Facility and may issue or incur additional indebtedness to fund our operations, including as necessary to execute on our growth strategy.
Though we have significant amounts of indebtedness outstanding, as of December 31, 2024, we have the ability to borrow the remaining $608.4 million available under our Revolving Credit Facility and may issue or incur additional indebtedness to fund our operations, including as necessary to execute on our growth strategy.
Restrictions in our debt agreements or in the Regulatory Agreement might affect our ability to operate our business, might limit our ability to take advantage of potential business opportunities as they arise and might adversely affect the conduct of our current business, including by restricting our ability to finance future operations and capital needs and limiting our ability to engage in other business activities. 34 Our existing and future indebtedness may limit our operating and financial flexibility.
Restrictions in our debt agreements or in the Regulatory Agreement might affect our ability to operate our business, might limit our ability to take advantage of potential business opportunities as they arise and might adversely affect the conduct of our current business, including by restricting our ability to finance future operations and capital needs and limiting our ability to engage in other business activities.
As a ground lessee, we have the right to use the leased land; however, we do not hold fee ownership of the underlying land. Accordingly, we have no interest in the leased land or improvements thereon at the expiration of the ground leases.
Regarding our ground leases, we have the right to use the leased land; however, we do not hold fee ownership of the underlying land. Accordingly, we have no interest in the leased land or improvements thereon at the expiration of the ground leases.
We rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.
We rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected. 27 We rely on third-party sports data providers to obtain accurate information regarding schedules, results, performance and outcomes of sporting events.
If we are found to be in breach of our obligation to comply with such licensing requirements, then the GBGC may impose a financial penalty on us or impose other sanctions, including removing or imposing conditions on the relevant gambling licenses. Such action could have a material adverse effect on our financial performance.
If we are found to be in breach of our obligation to comply with such licensing requirements, then the GBGC may impose a financial penalty on us or impose other sanctions, including removing or imposing conditions on the relevant gambling licenses.
As of December 31, 2023, we have a $620.0 million revolving credit facility (the “Revolving Credit Facility” or “Revolver” and, together with the Term Loan, the “Credit Facility”), of which there were $335.0 million in borrowings as of that date.
As of December 31, 2024, we have a $620.0 million revolving credit facility (the “Revolving Credit Facility” or “Revolver” and, together with the Term Loan, the “Credit Facility”), of which there were no outstanding borrowings as of that date.
A downturn in the financial markets or market volatility could negatively impact our ability to access capital and financing (including financing necessary for acquisitions or to refinance our existing indebtedness) on acceptable terms and prices, that we would otherwise need in connection with the operation of our business.
A downturn in the financial markets or market volatility could negatively impact our ability to access capital and financing (including financing necessary for acquisitions or to refinance our existing indebtedness) on acceptable terms and prices, that we would otherwise need in connection with the operation of our business. 35 Risks Related to our Common Stock The market price of our common stock could fluctuate significantly.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and views could materially adversely affect our business, financial condition and results of operations.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and views could materially adversely affect our business, financial condition and results of operations. 31 Our insurance and self-insurance programs may not be adequate to cover future claims.
However, there is a risk that any replacement branded site offered by us may not successfully retain those players, and if we lose the right to use any of the Third Party Brands, our business, financial condition and results of operations may be materially adversely affected. 27 We are exposed to the risk that the reputation of the Third Party Brands may be adversely affected by the activities of third parties over whom we have no control.
However, there is a risk that any replacement branded site offered by us may not successfully retain those players, and if we lose the right to use any of the Third Party Brands, our business, financial condition and results of operations may be materially adversely affected.
We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on our results of operations. Accordingly, increases in energy costs may have a negative impact on our operating results.
Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results. We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on our results of operations. Accordingly, increases in energy costs may have a negative impact on our operating results.
As such, a failure or significant interruption in our service may harm our reputation, business and operating results. 28 Furthermore, if any of our sports data partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame.
Furthermore, if any of our sports data partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame.
Among other things, the Regulatory Agreement prohibits us and our subsidiaries from owning, operating, managing or providing gaming specific goods and services to any gaming facilities in Rhode Island (other than Bally’s Twin River and Bally’s Tiverton), Massachusetts, Connecticut or New Hampshire, which may adversely affect our growth and market opportunity in those states. 17 We are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.
Among other things, the Regulatory Agreement prohibits us and our subsidiaries from owning, operating, managing or providing gaming specific goods and services to any gaming facilities in Rhode Island (other than Bally’s Twin River and Bally’s Tiverton), Massachusetts, Connecticut or New Hampshire, which may adversely affect our growth and market opportunity in those states.
In particular, our leases with GLPI require annual rent payments of $112.1 million in 2024, which is subject to escalation annually, and obligate us to make specified minimum capital expenditures with respect to the leased properties.
Our leases with GLPI require annual rent payments of $173.8 million in 2025, which is subject to escalation annually, and in some instances, obligate us to make specified minimum capital expenditures with respect to the leased properties.
Any such loss, disclosure, or misappropriation of, or access to, customers’ or business partners’ information or other breach of our information security can result in legal claims or legal proceedings, including regulatory investigations and actions, may have a serious impact on our reputation and may adversely affect our business, operating results and financial condition.
As a result, our business information or customer, supplier and other business partner data may be lost, disclosed, accessed or taken without consent. 33 Any such loss, disclosure, or misappropriation of, or access to, customers’ or business partners’ information or other breach of our information security can result in legal claims or legal proceedings, including regulatory investigations and actions, may have a serious impact on our reputation and may adversely affect our business, operating results and financial condition.
We are subject to the costs and risks generally associated with labor disputes and organizing activities related to unionized labor. From time to time, our operations may be disrupted by strikes, public demonstrations or other coordinated actions and publicity.
We are subject to the costs and risks generally associated with labor disputes and organizing activities related to unionized labor. From time to time, our operations may be disrupted by strikes, public demonstrations or other coordinated actions and publicity. We may incur increased legal costs and indirect labor costs as a result of contractual disputes, negotiations or other labor-related disruptions.
Risks Related to our Common Stock The market price of our common stock could fluctuate significantly. There have been and are periods of time when the US securities markets have experienced significant price fluctuations. These price fluctuations may be day-to-day or they may last for extended periods of time.
There have been and are periods of time when the US securities markets have experienced significant price fluctuations. These price fluctuations may be day-to-day or they may last for extended periods of time.
The success of our goals and initiatives may be impacted by factors that are outside our control. In addition, some stakeholders may disagree with our goals and initiatives and the focus and views of stakeholders may change and evolve over time and vary depending on the jurisdictions in which we operate.
In addition, some stakeholders may disagree with our goals and initiatives and the focus and views of stakeholders may change and evolve over time and vary depending on the jurisdictions in which we operate.
If we are unable to attract and retain a substantial number of alternative device users to our gambling services or if we are slow to develop products and technologies that are more compatible with non-PC/laptop communications devices relative to our competitors, we may fail to capture a significant share of an increasingly important portion of the market for online gambling services.
If we are unable to attract and retain a substantial number of alternative device users to our gambling services or if we are slow to develop products and technologies that are more compatible with non-PC/laptop communications devices relative to our competitors, we may fail to capture a significant share of an increasingly important portion of the market for online gambling services. 22 In addition to offering popular new games, we must extend the life of the existing games which we make available to users, in particular the most successful games.
Our ability to attract customers to the existing casinos which we own could be significantly and adversely affected by the legalization or expansion of gaming in certain jurisdictions and by the development or expansion of Native American casinos in areas where our customers may visit.
Our ability to attract customers to the existing casinos which we own could be significantly and adversely affected by the legalization or expansion of gaming in certain jurisdictions and by the development or expansion of Native American casinos in areas where our customers may visit. 13 In addition, our competitors may refurbish, rebrand, or expand their casino offerings, which could result in increased competition.
In September 2022, the GBGC began the implementation of updated social responsibility licensing conditions. All licensees must now have in place effective systems and processes to monitor customer activity to identify harm or potential harm associated with gambling, from the point when an account is opened.
All licensees must now have in place effective systems and processes to monitor customer activity to identify harm or potential harm associated with gambling, from the point when an account is opened.
New legislation governing the online gaming industry may be introduced in the UK which limits or restricts our operating model in that market. In December 2020, the UK government commenced a review of the Gambling Act.
Such action could have a material adverse effect on our financial performance. 17 New legislation governing the online gaming industry may be introduced in the UK which limits or restricts our operating model in that market. In December 2020, the UK government commenced a review of the Gambling Act.
Failure to do so could result in a material adverse effect on our business, financial condition and results of operations. Compliance, Regulatory and Legal Risks We are subject to extensive laws, regulation and licensing, and gaming authorities have significant control over our operations, which could have an adverse effect on our business.
Compliance, Regulatory and Legal Risks We are subject to extensive laws, regulation and licensing, and gaming authorities have significant control over our operations, which could have an adverse effect on our business.
For example, our highest value customers may be unwilling to provide the additional information and/or documentation required by us in the UK to ascertain their sources of wealth, the affordability of their leisure spending with us or their risk of gambling related harm or vulnerability, and to continue to verify such information. We hold licenses issued by the GBGC.
If we are required to conduct t new financial risk checks on our highest value customers, some may be unwilling to provide the additional information and/or documentation required by us in the UK to ascertain their sources of wealth, the affordability of their leisure spending with us or their risk of gambling related harm or vulnerability, and to continue to verify such information.
We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business. 29 If we fail to detect fraud, theft or cheating, including by our customers and employees, our reputation may suffer which could harm our brand and reputation and negatively impact our business, financial condition and results of operations and can subject us to investigations and litigation.
If we fail to detect fraud, theft or cheating, including by our customers and employees, our reputation may suffer which could harm our brand and reputation and negatively impact our business, financial condition and results of operations and can subject us to investigations and litigation.
Our online business model depends upon the continued compatibility between our apps and the major mobile operating systems and upon third-party platforms for the distribution of our product offerings, which depend on factors beyond our control such as the design of third-party operating systems and continued access to our apps on third-party distribution platforms like the Apple App Store.
Our online business model depends upon the continued compatibility between our apps and the major mobile operating systems and upon third-party platforms for the distribution of our product offerings, which depend on factors beyond our control such as the design of third-party operating systems and continued access to our apps on third-party distribution platforms like the Apple App Store. 25 Our digital business is dependent on the interoperability of our technology with popular mobile operating systems, technologies, networks and standards as our users access our online betting and gaming product offerings primarily on mobile devices.
We are continuing to evaluate the Two-Pillar framework and related legislation and the potential impact on our business. The adoption of the Two-Pillar framework by countries in which Bally’s and its affiliates do business could adversely affect Bally’s and its affiliates’ effective tax rate and increase tax complexity and uncertainty.
The adoption of the Pillar Two framework by countries in which Bally’s and its affiliates do business could adversely affect Bally’s and its affiliates’ effective tax rate and increase tax complexity and uncertainty.
Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control.
General Economic Conditions Our business is particularly sensitive to reductions in discretionary consumer spending. Our business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control.
Changes to any such laws could have a material adverse effect on our operations and financial condition. Our business is subject to a variety of laws, rules, regulations, and ordinances.
We are subject to numerous laws that may expose us to liabilities or have a significant adverse impact on our operations. Changes to any such laws could have a material adverse effect on our operations and financial condition. Our business is subject to a variety of laws, rules, regulations, and ordinances.
Although courts of some foreign nations will enforce gaming debts directly and the assets in the US of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from US courts are not binding on the courts of many foreign nations. 24 Declining popularity of games and changes in device preferences of players could have a negative effect on our business.
Although courts of some foreign nations will enforce gaming debts directly and the assets in the US of foreign debtors may be reached to satisfy a judgment, judgments on gaming debts from US courts are not binding on the courts of many foreign nations.
We are subject to various environmental laws and regulations that govern activities that may have adverse environmental effects, such as discharges to air and water, as well as the management and disposal of solid, animal and hazardous wastes and exposure to hazardous materials. These laws and regulations, which are complex and subject to change, include US Environmental Protection Agency regulations.
We are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities. We are subject to various environmental laws and regulations that govern activities that may have adverse environmental effects, such as discharges to air and water, as well as the management and disposal of solid, animal and hazardous wastes and exposure to hazardous materials.
Our operations in other states are generally subject to significant revenue-based taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time.
From time to time, state and local governments have increased gaming taxes and such increases could significantly impact the profitability of our gaming operations. Our operations in other states are generally subject to significant revenue-based taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time.
A vast majority of the revenues currently generated by Gamesys, our wholly owned subsidiary, are from the UK and are conducted in British Pound Sterling (“GBP”) and are therefore susceptible to any movements in exchange rates between GBP and US Dollars (“USD”).
However, no assurance can be given that these policies will deliver all, or substantially all, of the expected benefits. 19 A vast majority of the revenues currently generated by Gamesys, our wholly owned subsidiary, are from the UK and are conducted in British Pound Sterling (“GBP”) and are therefore susceptible to any movements in exchange rates between GBP and US Dollars (“USD”).
If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing agreements. We may also face organizing activities that could result in additional employees becoming unionized.
There can be no assurance that we will be able to extend or enter into replacement agreements. If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing agreements.
Revenue from online games tends to decline over time after reaching a peak of popularity and player usage. The speed of this decline is referred to as the decay rate of a game.
Declining popularity of games and changes in device preferences of players could have a negative effect on our business. Revenue from online games tends to decline over time after reaching a peak of popularity and player usage. The speed of this decline is referred to as the decay rate of a game.
If gaming regulatory authorities were to find any person unsuitable with regard to their relationship to us or any of our subsidiaries, we would be required to sever our relationship with that person, which could materially adversely affect our business. 16 We are subject to numerous laws that may expose us to liabilities or have a significant adverse impact on our operations.
If gaming regulatory authorities were to find any person unsuitable with regard to their relationship to us or any of our subsidiaries, we would be required to sever our relationship with that person, which could materially adversely affect our business.
If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected casino. We currently lease certain parcels of land on which a portion of our properties are located.
If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected casino. We currently lease certain real property interests underlying several of our Casino properties.
Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war, terrorism and public health crises such as the COVID-19 pandemic. Natural disasters, such as major hurricanes, typhoons, tornados, floods, fires and earthquakes, could adversely affect our business and operating results.
Our results of operations and financial condition could be adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war, terrorism and public health crises such as the COVID-19 pandemic. In addition, results could be adversely impacted by other events beyond our control, including travel disruptions.
In addition, updated e-privacy laws are under consideration in the UK and the EU to update the legislative rules applicable to digital and online data processing and to align e-privacy laws to the GDPR. 22 The GDPR also increased the level of fines which may be imposed for a breach of data protection laws, with the maximum fine (in the most serious cases of a breach of the GDPR) being the higher of €20 million (£17.5 million for the UK) or four percent of annual worldwide turnover.
The GDPR also increased the level of fines which may be imposed for a breach of data protection laws, with the maximum fine (in the most serious cases of a breach of the GDPR) being the higher of €20 million (£17.5 million for the UK) or four percent of annual worldwide turnover.
In some instances, particularly in the case of Native American casinos, our competitors pay lower taxes or no taxes. These factors create additional challenges for us in competing for customers and accessing cash flow or financing to fund improvements for our casino and entertainment products that enable us to remain competitive.
These factors create additional challenges for us in competing for customers and accessing cash flow or financing to fund improvements for our casino and entertainment products that enable us to remain competitive.
The combination of two independent companies is a complex, costly and time-consuming process. This process may disrupt the business of either or both of the companies and may not result in the full benefits expected.
Our ability to realize the anticipated benefits of acquisitions will depend, in part, on our ability to integrate the acquired businesses with our businesses. The combination of two independent companies is a complex, costly and time-consuming process. This process may disrupt the business of either or both of the companies and may not result in the full benefits expected.
We rely on third-party sports data providers to obtain accurate information regarding schedules, results, performance and outcomes of sporting events. We rely on this data to determine when and how sports bets are settled. We have experienced, and may continue to experience, errors in this data feed which may result in us incorrectly settling bets.
We rely on this data to determine when and how sports bets are settled. We have experienced, and may continue to experience, errors in this data feed which may result in us incorrectly settling bets.
We make extensive use of online services and centralized data processing, including through third-party service providers. We have experienced certain cyber-attacks, attempts to breach our systems and other similar incidents. The secure maintenance and transmission of customer information is a critical element of our operations.
We have experienced certain cyber-attacks, attempts to breach our systems and other similar incidents. The secure maintenance and transmission of customer information is a critical element of our operations.
In the event one of these third parties experiences a disruption in its ability to provide such services (whether due to technological or financial difficulties or power problems), this may result in a material disruption to the wagering activity at the casinos which we own and have a material adverse effect on our business, operating results and financial condition.
In the event one of these third parties experiences a disruption in its ability to provide such services (whether due to technological or financial difficulties or power problems), this may result in a material disruption to the wagering activity at the casinos which we own and have a material adverse effect on our business, operating results and financial condition. 32 If our user base and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our users’ needs.
Some of these principal risks include the following: General Economic Conditions • Our business is particularly sensitive to reductions in discretionary consumer spending. • A period of sustained inflation could impact client spending and result in higher operating costs.
Some of these principal risks include the following: General Economic Conditions Our business is particularly sensitive to reductions in discretionary consumer spending.
The GDPR and associated e-privacy laws impose constraints on the ability of a data controller to profile and market to customers. Data subjects have the right to object to a controller processing their data in certain circumstances, including the right to object to their data being processed for the purposes of direct marketing.
Data subjects have the right to object to a controller processing their data in certain circumstances, including the right to object to their data being processed for the purposes of direct marketing.
For example, we operate the Virgin Games site. The Virgin brand is used by a wide range of businesses. In the event that the reputation of the Virgin brand was to be adversely affected due to the actions of third parties, that may affect our business prospects.
In the event that the reputation of the Virgin brand was to be adversely affected due to the actions of third parties, that may affect our business prospects.
In addition, our horse racing facility in Colorado is subject to state laws and regulations that address the impacts of manure and wastewater generated by concentrated animal feeding operations (“CAFO”) on water quality, including storm water discharges. CAFO regulations include permit requirements and water quality discharge standards. Enforcement of CAFO regulations has been receiving increased governmental attention.
These laws and regulations, which are complex and subject to change, include US Environmental Protection Agency regulations. In addition, our horse racing facility in Colorado is subject to state laws and regulations that address the impacts of manure and wastewater generated by concentrated animal feeding operations (“CAFO”) on water quality, including storm water discharges.
Additionally, there can be no assurance that we will receive gaming or other necessary licenses or approvals for new projects that we may pursue or that gaming will be approved in jurisdictions where it is not currently approved. 26 Ballot measures or other voter-approved initiatives to allow gaming in jurisdictions where gaming, or certain types of gaming (such as slots and sports wagering), was not previously permitted could be challenged, and, if such challenges are successful, these ballot measures or initiatives could be invalidated.
Ballot measures or other voter-approved initiatives to allow gaming in jurisdictions where gaming, or certain types of gaming (such as slots and sports wagering), was not previously permitted could be challenged, and, if such challenges are successful, these ballot measures or initiatives could be invalidated.
A period of sustained inflation, particularly in the US and UK, could materially impact our business. The effects of inflation on discretionary consumer spending could result in the reduction of the demand for entertainment and leisure activities. In addition, inflation generally affects our business by increasing our cost of labor.
A period of sustained inflation, particularly in the US and UK, could materially impact our business. The effects of inflation on discretionary consumer spending could result in the reduction of the demand for entertainment and leisure activities. Moreover, we rely on the strength of regional and local economies in the US for the performance of each of our properties.
We are also subject to laws and regulations that create liability and cleanup responsibility for releases of regulated materials into the environment.
Moreover, violations can result in significant penalties and, in some instances, interruption or cessation of operations. We are also subject to laws and regulations that create liability and cleanup responsibility for releases of regulated materials into the environment.
Servicing our indebtedness and funding our other obligations requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which will be beyond our control.
The risks that we face based on our outstanding indebtedness may intensify if we incur additional indebtedness or financing obligations in the future. 34 Servicing our indebtedness and funding our other obligations requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which will be beyond our control.
Compliance with these and other environmental laws can, in some circumstances, require significant capital expenditures. For example, we may incur future costs under existing and new laws and regulations pertaining to storm water and wastewater management at our racetracks. Moreover, violations can result in significant penalties and, in some instances, interruption or cessation of operations.
CAFO regulations include permit requirements and water quality discharge standards. Enforcement of CAFO regulations has been receiving increased governmental attention. Compliance with these and other environmental laws can, in some circumstances, require significant capital expenditures. For example, we may incur future costs under existing and new laws and regulations pertaining to storm water and wastewater management at our racetracks.
Hurricanes are common in the areas in which our Mississippi and Louisiana properties are located, and the severity of such natural disasters is unpredictable.
Natural disasters, such as major hurricanes, typhoons, tornados, floods, fires and earthquakes, could adversely affect our business and operating results. Hurricanes are common in the areas in which our Mississippi and Louisiana properties are located, and the severity of such natural disasters is unpredictable.
In addition, our competitors may refurbish, rebrand, or expand their casino offerings, which could result in increased competition. Furthermore, changes in ownership may result in improved quality of our competitors’ facilities, which may make such facilities more competitive. Certain of our competitors are large gaming companies with greater name recognition, marketing efforts and financial resources.
Furthermore, changes in ownership may result in improved quality of our competitors’ facilities, which may make such facilities more competitive. Certain of our competitors are large gaming companies with greater name recognition, marketing efforts and financial resources. In some instances, particularly in the case of Native American casinos, our competitors pay lower taxes or no taxes.
Although this initiative is subject to further developments in the countries where Bally’s and its affiliates do business, it is already in force or is expected to be in force in various jurisdictions, including the UK and the EU, for fiscal years beginning on and after January 1, 2024.
Although this initiative is subject to further developments in the countries where Bally’s and its affiliates do business, it is already in force or is expected to be in force in various jurisdictions, including the UK and the EU. We are continuing to evaluate the Pillar Two framework and related legislation and the potential impact on our business.
There are no assurances that a resurgence of future COVID-19 variants or future pandemics will not cause similar disruptions that existed in 2020 and 2021. 32 There can be no assurance that we will be able to obtain or choose to purchase any insurance coverage with respect to occurrences of catastrophic events, such as those described above.
There can be no assurance that we will be able to obtain or choose to purchase any insurance coverage with respect to occurrences of catastrophic events, such as those described above.
We are currently a party to the Regulatory Agreement with Rhode Island regulatory agencies. The Regulatory Agreement imposes certain affirmative and negative covenants on us. For more detail on the Regulatory Agreement see the section entitled “Governmental Gaming Regulation” in “ Item I. Business ” of this Annual Report on Form 10-K.
For more detail on the Regulatory Agreement see the section entitled “Governmental Gaming Regulation” in “ Item I. Business ” of this Annual Report on Form 10-K.
The pandemic and its consequences dramatically reduced travel and demand for hotel rooms and other casino resort amenities, which had a negative impact on our results in 2020 and 2021.
The pandemic and its consequences dramatically reduced travel and demand for hotel rooms and other casino resort amenities, which had a negative impact on our results in 2020 and 2021. There are no assurances that a resurgence of future COVID-19 variants or future pandemics will not cause similar disruptions that existed in 2020 and 2021.
We are required to comply with the GDPR to the extent that we either: (1) have customers located in the UK and the EU or (2) conduct the processing of personal data in the UK and the EU. The impact of the GDPR is of particular relevance to our marketing activities and information technology security systems and procedures.
Our activities are affected by the General Data Protection Regulation, as implemented in each of the UK and the EU (collectively, “GDPR”). We are required to comply with the GDPR to the extent that we either: (1) have customers located in the UK and the EU or (2) conduct the processing of personal data in the UK and the EU.
We conduct our business in an industry that is subject to high taxes and may be subject to higher taxes in the future. In gaming jurisdictions in which we conduct our business, with the exception of Rhode Island, state and local governments raise considerable revenues from taxes based on casino revenues and operations.
In gaming jurisdictions in which we conduct our business, with the exception of Rhode Island, state and local governments raise considerable revenues from taxes based on casino revenues and operations. In Rhode Island, the state takes all of the gaming win that comes into our Rhode Island operations and then pays us a percentage of the gaming win.
Moreover, the potential for the introduction of stake, speed and prize limits and the introduction of deposit, loss and spend limits may operate to impact our financial performance and reduce the long-term growth opportunities for us in the UK. 19 Our business is subject to a variety of US and foreign laws, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business across jurisdictions.
Moreover, the potential for the introduction of stake, speed and prize limits and the introduction of deposit, loss and spend limits may operate to impact our financial performance and reduce the long-term growth opportunities for us in the UK.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSome of the other steps we have taken to detect, identify, assess, classify, and attempt to mitigate data security and privacy risks include: • Adopting and periodically reviewing and updating information security and privacy policies; • Conducting targeted audits and penetration tests throughout the year, using both internal and external resources; • Complying with the Payment Card Industry Data Security Standard (PCI-DSS); • Implementing an Information Security Management System (ISMS) and Privacy Information Management System (PIMS) which are certified as meeting the requirements of the ISO 27001 & ISO 27701 standards, respectively; • Engaging an industry-leading, suitably qualified and experienced third party to independently evaluate our information security systems on a regular basis; • Adopting a vendor risk management program, which includes receiving the results of cybersecurity and data privacy audits conducted on certain vendors engaged in high-risk data processing; • Providing security and data protection training and awareness to our employees, contractors and key partners with access to any sensitive information and systems; and • Maintaining cyber liability insurance. 37 We also understand the importance of collecting, storing, using, sharing, and disposing of personal information in a manner that complies with all applicable laws.
Biggest changeSome of the other steps we have taken to detect, identify, assess, classify, and attempt to mitigate cyber security and risks include: • Adopting and periodically reviewing and updating information security and privacy policies; • Conducting targeted audits and penetration tests throughout the year, using both internal and external resources; • Complying with the Payment Card Industry Data Security Standard (PCI-DSS); • Implementing an Information Security Management System (ISMS) that is certified as meeting the requirements of the ISO 27001 standard; • Implementing a Privacy Information Management System (PIMS) that complies with the requirements of the ISO 27701 standard; • Engaging an industry-leading, suitably qualified and experienced third party to independently evaluate our information security systems on a regular basis; • Adopting a vendor risk management program, which includes receiving the results of cybersecurity evaluations conducted on certain vendors engaged in high-risk data processing; • Providing security and data protection training and awareness to our employees, contractors and key partners with access to sensitive information and systems; and • Maintaining cyber liability insurance.
Our data breach management policy classifies potential threats by risk levels, and we typically prioritize our threat mitigation and impact evaluation efforts based on those risk classifications, while focusing on maintaining the resiliency of our systems.
Our data breach management policy classifies potential incidents by risk levels, and we typically prioritize our incident mitigation and impact evaluation efforts based on those risk classifications, while focusing on maintaining the resiliency of our systems.
We have a dedicated management team overseeing our cybersecurity and data privacy initiatives, led by our Chief Information Officer, our Vice President and Global Data Privacy Officer, and our Vice President of Cybersecurity, each in consultation with professional advisors.
We have a dedicated management team overseeing our cybersecurity initiatives, led by our Chief Information Officer, our Vice President and Global Data Privacy Officer, and our Vice President of Cybersecurity.
The Company has a dedicated Security Forum and a Data Protection Committee comprising members from our senior leadership that convene on a regular basis to receive updates from our operations committee, cybersecurity management, external professional advisors, and other relevant Company personnel about the Cybersecurity & Privacy programs we have in place; discuss and assess material risks and planned risk mitigation, incidents and planned remediation efforts, trends observed, consider cybersecurity-related proposals, and review and adopt changes in cybersecurity policies.
The Company has a dedicated Security Forum and a Data Protection Committee comprising members from our senior leadership that convene on a regular basis to receive updates from our operations committee, cybersecurity management, external professional advisors, and other relevant Company personnel about the Cybersecurity & Privacy programs we have in place; discuss and assess material risks and planned risk mitigation, incidents and planned remediation efforts, trends observed, consider cybersecurity-related proposals, and review and adopt changes in cybersecurity policies. 37 Management’s Responsibilities In the event we identify a potential cybersecurity issue, we have defined procedures for responding to such issues, including procedures that address when and how to engage with Company management, our Board of Directors, other stakeholders, and law enforcement when responding to such issues.
Our cybersecurity and data privacy management team regularly meets with senior executives and other team members to provide oversight with respect to our cybersecurity and data privacy risk detection, identification, assessment, classification, and mitigation efforts. 38
Our Vice President of Global Data Privacy is a recognized leader in the industry with over 7 years of experience in managing global data privacy programs. Our cybersecurity management team regularly meets with senior executives and other team members to provide oversight with respect to our cybersecurity risk detection, identification, assessment, classification, and mitigation efforts. 38
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To facilitate compliance with those laws, we have privacy policies in place regarding our treatment of customer data in both our offline and online environments, as well as policies relating to the protection of employee and vendor data.
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Our policies provide explanations of the types of information we collect, the rationale for such collection, how we use and share information, and generally describe the measures we take to protect the security of that information. Our policies also describe how customers may initiate inquiries and raise concerns regarding the collection, storage, sharing and use of their personal data.
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Management’s Responsibilities In the event we identify a potential cybersecurity or data privacy issue, we have defined procedures for responding to such issues, including procedures that address when and how to engage with Company management, our Board of Directors, other stakeholders, and law enforcement when responding to such issues.
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Our Vice President of Global Data Privacy is a recognized leader in the industry with over ten years of experience in managing global data privacy programs.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES The Company’s Casinos & Resorts reportable segment consists of 18 properties managed/owned by Bally’s as of December 31, 2023, as shown in the table below: Property Location Type Built/Acquired Gaming Square Footage Slot Machines Table Games Hotel Rooms Food and Beverage Outlets Racebook Sportsbook Bally’s Twin River Lincoln Casino Resort (1) Lincoln, RI Casino and Resort 2004 188,070 3,900 114 136 24 Yes Yes Hard Rock Hotel & Casino Biloxi (1)(3) Biloxi, MS Casino and Resort 2014 50,984 977 55 479 17 No Yes Bally’s Tiverton Casino & Hotel (1)(3) Tiverton, RI Casino and Hotel 2018 33,840 1,000 32 83 7 Yes Yes Bally’s Dover Casino Resort (1)(3) Dover, DE Casino, Resort and Raceway 2019 84,075 2,053 28 500 11 Yes Yes Bally’s Black Hawk (1)(2)(3) Black Hawk, CO Three Casinos 2020 34,632 546 33 — 7 Yes Yes Bally’s Kansas City Casino (1) Kansas City, MO Casino 2020 42,288 907 24 — 5 No No Bally’s Vicksburg Casino (1) Vicksburg, MS Casino and Hotel 2020 32,608 458 7 89 2 No Yes Bally’s Atlantic City Casino Resort (1) Atlantic City, NJ Casino and Resort 2020 82,979 1,171 84 1,205 12 No Yes Bally’s Shreveport Casino & Hotel (1) Shreveport, LA Casino and Hotel 2020 30,000 965 52 403 6 No Yes Bally’s Lake Tahoe Casino Resort Lake Tahoe, NV Casino and Resort 2021 46,665 392 20 438 10 Yes Yes Bally’s Evansville Casino & Hotel (1)(3) Evansville, IN Casino and Hotel 2021 46,265 940 30 338 4 No Yes Bally’s Quad Cities Casino & Hotel (1)(3) Rock Island, IL Casino and Hotel 2021 42,300 782 22 205 4 No Yes Tropicana Las Vegas Casino and Resort (1)(3) Las Vegas, NV Casino and Resort 2022 37,904 576 20 1,470 7 No Yes Bally’s Chicago Casino (4) Chicago, IL Casino 2023 34,894 791 56 — 6 No No Bally’s Arapahoe Park Aurora, CO Racetrack/OTB Site 2004 — — — — 5 Yes No Bally’s Golf Links at Ferry Point Bronx, NY Golf Course 2023 — — — — — — — __________________________________ (1) The properties noted above are required to be mortgaged under and are encumbered under our Credit Agreement.
Biggest changePROPERTIES The properties managed/owned by Bally’s as of December 31, 2024, as shown in the table below: Property Location Property Type Built/Acquired Gaming Square Footage Reportable Segment Bally’s Twin River Lincoln Casino Resort (1) Lincoln, RI Casino and Resort 2004 188,070 Casinos & Resorts Bally’s Arapahoe Park Aurora, CO Racetrack/OTB Site 2004 — Casinos & Resorts Hard Rock Hotel & Casino Biloxi (1)(3) Biloxi, MS Casino and Resort 2014 50,984 Casinos & Resorts Bally’s Tiverton Casino & Hotel (1)(3) Tiverton, RI Casino and Hotel 2018 33,840 Casinos & Resorts Bally’s Dover Casino Resort (1)(3) Dover, DE Casino, Resort and Raceway 2019 92,067 Casinos & Resorts Bally’s Black Hawk (1)(2)(3) Black Hawk, CO Three Casinos 2020 34,632 Casinos & Resorts Bally’s Kansas City Casino (1)(3) Kansas City, MO Casino 2020 50,000 Casinos & Resorts Bally’s Vicksburg Casino (1) Vicksburg, MS Casino and Hotel 2020 32,608 Casinos & Resorts Bally’s Atlantic City Casino Resort (1) Atlantic City, NJ Casino and Resort 2020 81,614 Casinos & Resorts Bally’s Shreveport Casino & Hotel (1)(3) Shreveport, LA Casino and Hotel 2020 30,000 Casinos & Resorts Bally’s Lake Tahoe Casino Resort Lake Tahoe, NV Casino and Resort 2021 46,665 Casinos & Resorts Bally’s Evansville Casino & Hotel (1)(3) Evansville, IN Casino and Hotel 2021 46,265 Casinos & Resorts Bally’s Quad Cities Casino & Hotel (1)(3) Rock Island, IL Casino and Hotel 2021 42,300 Casinos & Resorts Bally’s Chicago Casino (4) Chicago, IL Casino 2023 34,894 Casinos & Resorts Bally’s Golf Links at Ferry Point Bronx, NY Golf Course 2023 — Casinos & Resorts Bally's Newcastle Newcastle, United Kingdom Casino 2024 43,000 International Interactive __________________________________ (1) The properties noted above are required to be mortgaged under and are encumbered under our Credit Agreement.
As of December 31, 2023, Bally’s had approximately 265,000 square feet of office space, including the corporate headquarters located in Providence, Rhode Island. Our interactive businesses operate primarily in leased office space located in the UK, US, Malta, Canada, Estonia, Sweden, Gibraltar, Isle of Man, Hong Kong and Philippines.
As of December 31, 2024, Bally’s had approximately 200,000 square feet of office space, including the corporate headquarters located in Providence, Rhode Island. Our interactive businesses operate primarily in leased office space located in the UK, US, Canada, Estonia, Gibraltar and Isle of Man.
(2) These properties include Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino. (3) Properties leased from GLPI. Refer to Note 17 “ Leases ” for further information. (4) Temporary casino facility, as a permanent casino resort is being constructed.
(2) These properties include Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino. (3) Properties leased from GLPI. Refer to Note 18 “ Leases ” for further information. (4) Temporary casino facility while permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. Mine Safety Disclosures 39 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 55 ITEM 8. Financial Statements and Supplementary Data 56
Biggest changeITEM 4. Mine Safety Disclosures 39 PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 54 ITEM 8. Financial Statements and Supplementary Data 55

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe amount, timing and terms of any capital transactions will be determined based on prevailing market conditions and other factors and may be suspended or discontinued at any time. There is no fixed time period to complete the capital returns.
Biggest changeShare repurchases under publicly announced programs may be effected in various ways, which could include open-market or private repurchase transactions, accelerated share repurchase programs, tender offers or other transactions. The amount, timing and terms of any capital transactions will be determined based on prevailing market conditions and other factors and may be suspended or discontinued at any time.
The performance graph assumes that $100 was invested on March 29, 2019 in each of our common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested.
The performance graph assumes that $100 was invested on December 31, 2019 in each of our common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested.
Holders At February 14, 2024, there were 234 holders of record of our common stock, although we believe there are a significantly larger number of beneficial owners of our common stock because many shares are held by brokers and other institutions on behalf of shareholders.
Holders At February 28, 2025, there were 8 holders of record of our common stock, although we believe there are a larger number of beneficial owners of our common stock because many shares are held by brokers and other institutions on behalf of shareholders.
Accordingly, no comparative stock performance information is available prior to this date. The performance graph below compares the cumulative total return on our common stock to the cumulative total return of the Standard & Poor’s 500 Stock Index (“S&P 500”) and the Dow Jones US Gambling Index.
The performance graph below compares the cumulative total return on our common stock to the cumulative total return of the Standard & Poor’s 500 Stock Index (“S&P 500”) and the Dow Jones US Gambling Index.
Issuer Purchases of Equity Securities On June 14, 2019, we announced that the Board approved a capital return program (the “Capital Return Program”) under which we may expend a total of up to $250 million for a share repurchase program and payment of dividends.
Standard General, our largest shareholder, beneficially owned 73.7% of our outstanding common stock as of February 28, 2025. 40 Issuer Purchases of Equity Securities On June 14, 2019, we announced that the Board approved a capital return program (the “Capital Return Program”) under which we may expend a total of up to $250 million for a share repurchase program and payment of dividends.
The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance. 40 Dividend Policy We do not currently intend to pay any dividends on our common stock in the foreseeable future.
Copyright© 2024 S&P Down Jones Indices LLC, a division of S&P Global. All rights reserved. Dividend Policy We do not currently intend to pay any dividends on our common stock in the foreseeable future.
On February 10, 2020, and October 4, 2021, the Board approved an additional $100 million and $350 million for stock repurchases and payment of dividends, respectively. Share repurchases under publicly announced programs may be effected in various ways, which could include open-market or private repurchase transactions, accelerated share repurchase programs, tender offers or other transactions.
On February 10, 2020, and October 4, 2021, the Board approved an additional $100 million and $350 million for stock repurchases and payment of dividends, respectively. As of December 31, 2024, $95.5 million was available for use under the capital return program.
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The following table provides information about share repurchases made by the Company of its common stock during the quarter ended December 31, 2023 (in thousands, except Average Price Paid per Share): Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs October 1, 2023 - October 31, 2023 — $ — — $ 164,100 November 1, 2023 - November 30, 2023 3,113 10.78 3,113 130,531 December 1, 2023 - December 31, 2023 2,694 13.01 2,694 95,477 5,807 $ 11.81 (a) 5,807 $ 95,477 __________________________________ (a) Weighted average.
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The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance. *$100 invested on 12/31/19 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2024 Standard & Poor’s, a division of S&P Global. All rights reserved.
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Changes to Authorized Shares On May 18, 2021, following receipt of required shareholder approvals, the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 100 million to 200 million, and to authorize the issuance of up to 10 million shares of preferred stock.
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There is no fixed time period to complete the capital returns. There were no share repurchases made by the Company of its common stock during the year ended December 31, 2024.
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As of December 31, 2023, no shares of preferred stock have been issued.
Added
On February 7, 2025, approximately 22.9 million shares of our common stock were converted into the right to receive cash consideration equal to $18.25 per share in connection with our transactions with Standard General and its affiliates, including Queen.
Added
Recent Sales of Unregistered Securities On February 7, 2025, we issued 30,452,096 shares of our common stock in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the closing of our transactions with Standard General and its affiliates, including Queen.
Added
In addition, SBG Gaming, LLC (“SBG”) delivered to us options it previously acquired from us to purchase 1,639,669 shares of our common stock in exchange for warrants to purchase 384,536 shares of our common stock containing terms substantially similar to other warrants held by SBG.
Added
The warrant issuance was exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act. See our Current Report on Form 8-K filed with the SEC on February 13, 2025 for additional information.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

63 edited+36 added−39 removed51 unchanged
Biggest changeYear Ended December 31, (in thousands) 2023 2022 2021 Adjusted EBITDAR Casinos & Resorts $ 428,968 $ 398,930 $ 345,276 International Interactive 343,559 321,651 69,944 North America Interactive (55,653) (65,729) (12,413) Other (63,770) (53,024) (45,334) Total 653,104 601,828 357,473 Rent expense associated with triple net operating leases (1) (125,775) (53,313) (27,571) Adjusted EBITDA 527,329 548,515 329,902 Interest expense, net of interest income (277,561) (208,153) (117,924) (Benefit) provision for income taxes (1,762) 28,923 4,377 Depreciation and amortization (350,408) (300,559) (144,786) Non-operating (income) expense (2) (12,688) 46,176 (61,071) Foreign exchange (gain) loss (11,019) 516 (33,461) Transaction costs (3) (80,376) (85,604) (84,543) Restructuring charges (4) (31,014) — — Decommissioning costs (5) (2,583) — — Share-based compensation (24,074) (27,912) (20,143) Gain on sale-leaseback, net 374,321 50,766 53,425 Planned business divestiture (6) (2,089) (5,585) — Impairment charges (7) (149,825) (463,978) (4,675) Diamond Sports Group non-cash liability (8) (144,883) — — Contract termination expense (9) — — (30,000) Other (10) (868) (8,651) (5,798) Net loss $ (187,500) $ (425,546) $ (114,697) __________________________________ (1) Consists of the operating lease components contained within our triple net master lease dated June 4, 2021 with GLPI for the real estate assets used in the operation of Bally’s Evansville, Bally’s Dover, Bally’s Quad Cities, Bally’s Black Hawk, Hard Rock Biloxi and Bally’s Tiverton, the individual triple net lease with GLPI for the land underlying the operations of Tropicana Las Vegas, and the triple net lease assumed in connection with the acquisition of Bally’s Lake Tahoe for real estate and land underlying the operations of the Bally’s Lake Tahoe facility.
Biggest changeYear Ended December 31, (in thousands) 2024 2023 2022 Adjusted EBITDAR Casinos & Resorts $ 370,518 $ 428,968 $ 398,930 International Interactive 336,460 343,559 321,651 North America Interactive (40,236) (55,653) (65,729) Corporate & Other (52,212) (63,770) (53,024) Total 614,530 653,104 601,828 Rent expense associated with triple net operating leases (1) (118,919) (125,775) (53,313) Adjusted EBITDA 495,611 527,329 548,515 Interest expense, net of interest income (289,629) (277,561) (208,153) (Benefit) provision for income taxes (15,252) (1,762) 28,923 Depreciation and amortization (379,544) (350,408) (300,559) Non-operating expense, net (2) (25,608) (12,688) 46,176 Foreign exchange (gain) loss 10,271 (11,019) 516 Transaction costs (3) (41,060) (80,376) (85,604) Restructuring charges (4) (17,921) (31,014) — Tropicana Las Vegas demolition and closure costs (5) (59,838) — — Share-based compensation (14,752) (24,074) (27,912) Gain on sale-leaseback, net (6) 86,254 374,321 50,766 Loss on disposal of business (7) (27,796) — — Impairment charges (8) (248,879) (149,825) (463,978) Merger Agreement costs (9) (14,808) — — Payment Service Provider write-off (10) (6,333) — — Diamond Sports Group non-cash settlement (11) (1,114) (144,883) — Other (12) (17,356) (5,540) (14,236) Net loss $ (567,754) $ (187,500) $ (425,546) __________________________________ (1) Consists of the operating lease components contained within our triple net leases with GLPI for the real estate assets used in the operations of certain Casinos & Resorts properties, and the triple net lease associated with the real estate and land underlying the operations of the Bally’s Lake Tahoe facility.
Consolidated Adjusted EBITDA and segment Adjusted EBITDAR information is presented because management believes that they are commonly used measures of performance in the gaming industry and that they are considered by many to be key indicators of our operating results. Consolidated Adjusted EBITDAR is used outside of our financial statements solely as a valuation metric.
Consolidated Adjusted EBITDA and segment Adjusted EBITDAR information is presented because management believes that they are commonly used measures of performance in the gaming industry and that they are considered by many to be key indicators of our operating results. 42 Consolidated Adjusted EBITDAR is used outside of our financial statements solely as a valuation metric.
The evaluation of goodwill and indefinite-lived intangible assets requires the use of estimates about future operating results of each reporting unit to determine the estimated fair value of the reporting unit and the indefinite lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing, including assumptions and estimates about future cash flows.
The evaluation of goodwill and indefinite-lived intangible assets requires the use of estimates about future operating results of each reporting unit and asset to determine the estimated fair value of the reporting unit and the indefinite lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing, including assumptions and estimates about future cash flows.
The Master Lease has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $100.5 million, subject to a minimum 1% annual escalation or greater escalation dependent on CPI.
The Master Lease No.1 has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $100.5 million, subject to a minimum 1% annual escalation or greater escalation dependent on CPI.
As of December 31, 2023, 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.
Capital Return Program As of December 31, 2024, 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.
In addition, land acquisition costs and financing costs, among other types of costs, do not count towards satisfying such minimum expenditure. 52 Other Contractual Obligations 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.
In addition, land acquisition costs and financing costs, among other types of costs, do not count towards satisfying such minimum expenditure. 51 Other Contractual Obligations 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.
The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining the fair value of goodwill, including long-term revenue growth projections, profitability, discount rates, external factors, such as industry, market and macro-economic conditions, and internal factors, such as changes in the Company’s business strategy, which may re-allocate capital and resources to different or new opportunities but, in turn, may be to the detriment of an individual reporting unit. 53 The Company completed its annual assessment for goodwill impairment as of October 1, 2023, which resulted in no impairment charges to goodwill.
The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining the fair value of goodwill, including long-term revenue growth projections, profitability, discount rates, external factors, such as industry, market and macro-economic conditions, and internal factors, such as changes in the Company’s business strategy, which may re-allocate capital and resources to different or new opportunities but, in turn, may be to the detriment of an individual reporting unit. 52 The Company completed its annual assessment for goodwill impairment as of October 1, 2024, which resulted in no impairment charges to goodwill.
Item 8 of this Annual Report on Form 10-K for further detail.
Item 8 of this Annual Report on Form 10-K for further detail. 53
We did not pay cash dividends during the year ended December 31, 2023, 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 year ended December 31, 2024, nor do we currently intend to pay any dividends on our common stock in the foreseeable future.
The most sensitive inputs to the estimated fair value of the International Interactive reporting unit were the discount rate and terminal growth rate. A hypothetical 100 basis point increase in the discount rate or a 100 basis point decline in the terminal growth rate would not have resulted in any impairment charge.
The most sensitive inputs to the estimated fair value of the International Interactive reporting unit were the discount rate and terminal growth rate. A hypothetical 50 basis point increase in the WACC or a 50 basis point decline in the terminal growth rate would not have resulted in any impairment charge.
The following table sets forth certain financial information associated with results of operations for the years ended December 31, 2023, 2022 and 2021. Non-gaming revenue includes hotel, food and beverage and retail, entertainment and other revenue. Non-gaming expenses include hotel, food and beverage and retail, entertainment and other expenses.
The following table sets forth certain financial information associated with results of operations for the years ended December 31, 2024, 2023 and 2022. Non-gaming revenue includes hotel, food and beverage, licensing and retail, entertainment and other revenue. Non-gaming expenses include hotel, food and beverage, licensing and retail, entertainment and other expenses.
The interpretation of the IRC regulations related to the Tax Cuts and Jobs Acts, as it pertains to Section 163(j), is a critical estimate in the computation of U.S. federal taxes, and conforming states. 54 Recently Issued Accounting Pronouncements For a discussion of recently issued financial accounting standards, refer to Note 4 “ Recently Issued Accounting Pronouncements ,” of Part II.
The interpretation of the IRC regulations related to the Tax Cuts and Jobs Acts, as it pertains to Section 163(j), is a critical estimate in the computation of U.S. federal taxes, and conforming states. Recently Issued Accounting Pronouncements For a discussion of recently issued financial accounting standards, refer to Note 5 “Recently Issued Accounting Pronouncements,” of Part II.
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 $64 million of the committed investment remains as of December 31, 2023.
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 $45.1 million of the committed investment remains as of December 31, 2024.
Senior Notes On August 20, 2021, we issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 and $750.0 million aggregate principal amount of 5.875% Senior Notes due 2031 (together, the “Senior Notes”). On October 1, 2021, upon the closing of the Gamesys acquisition, we assumed the issuer obligation under the Senior Notes.
Unsecured Notes On August 20, 2021, we issued $750.0 million aggregate principal amount of 5.625% senior notes due 2029 and $750.0 million aggregate principal amount of 5.875% senior notes due 2031. On October 1, 2021, upon the closing of the Gamesys acquisition, we assumed the issuer obligation under the unsecured notes.
Reporting units with goodwill which were identified as having less than a substantial cushion were subject to a sensitivity analysis to determine the potential impairment losses. The carrying value of the International Interactive reporting unit was $2.4 billion as of October 1, 2023 and the estimated fair value exceeded this amount by 7%.
Reporting units with goodwill which were identified as having less than a substantial cushion were subject to a sensitivity analysis to determine the potential impairment losses. The carrying value of the International Interactive reporting unit was $2.3 billion as of October 1, 2024 and the estimated fair value exceeded this amount by 12%.
Refer to “Our Operating Structure” in Part I, Item 1 “ Business ” of this Annual Report on Form 10-K and Note 23 “ Segment Reporting ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our segment reporting structure.
Refer to “Our Operating Structure” in Part I, Item 1 “Business” of this Annual Report on Form 10-K and Note 23 “Segment Reporting” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K for additional information on our segment reporting structure.
GLPI leases As of December 31, 2023, 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 were leased under the terms of a master lease agreement (the “Master Lease”) with GLPI.
GLPI leases As of December 31, 2024, 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 were leased under the terms of a master lease agreement (the “Master Lease No.1”) with GLPI.
The following table presents, for the periods indicated, certain revenue and income items: Years Ended December 31, (In millions) 2023 2022 2021 Total revenue $ 2,449.1 $ 2,255.7 $ 1,322.4 Income (loss) from operations 104.0 (293.0) 93.4 Net loss (187.5) (425.5) (114.7) 43 The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue: Years Ended December 31, 2023 2022 2021 Total revenue 100.0 % 100.0 % 100.0 % Gaming and non-gaming expenses 45.1 % 44.7 % 40.5 % General and administrative 45.5 % 36.6 % 45.2 % Gain from sale-leaseback, net (15.3) % (2.3) % (4.0) % Impairment charges 6.1 % 20.6 % 0.4 % Depreciation and amortization 14.3 % 13.3 % 10.9 % Total operating costs and expenses 95.8 % 113.0 % 92.9 % Income (loss) from operations 4.2 % (13.0) % 7.1 % Other income (expense): Interest expense, net (11.3) % (9.2) % (8.9) % Other non-operating income (expense), net (0.5) % 2.1 % (7.1) % Total other expense, net (11.8) % (7.2) % (16.1) % Loss before income taxes (7.6) % (20.1) % (9.0) % Provision (benefit) for income taxes 0.1 % (1.3) % (0.3) % Net loss (7.7) % (18.9) % (8.7) % __________________________________ Note: Amounts in table may not subtotal due to rounding. 44 Segment Information The Company has three reportable segments: Casinos & Resorts, International Interactive and North America Interactive.
Results of Operations The following table presents, for the periods indicated, certain revenue and income items: Years Ended December 31, (In millions) 2024 2023 2022 Total revenue $ 2,450.5 $ 2,449.1 $ 2,255.7 (Loss) income from operations (258.3) 104.0 (293.0) Net loss (567.8) (187.5) (425.5) The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue: Years Ended December 31, 2024 2023 2022 Total revenue 100.0 % 100.0 % 100.0 % Gaming and non-gaming expenses 45.8 % 45.1 % 44.7 % General and administrative 42.6 % 45.5 % 36.6 % Gain on sale-leaseback, net (3.5) % (15.3) % (2.3) % Impairment charges 10.2 % 6.1 % 20.6 % Depreciation and amortization 15.5 % 14.3 % 13.3 % Total operating costs and expenses 110.5 % 95.8 % 113.0 % (Loss) income from operations (10.5) % 4.2 % (13.0) % Other (expense) income: Interest expense, net (11.8) % (11.3) % (9.2) % Other non-operating income (expense), net (0.2) % (0.5) % 2.1 % Total other expense, net (12.0) % (11.8) % (7.2) % Loss before income taxes (22.5) % (7.6) % (20.1) % Provision (benefit) for income taxes 0.6 % 0.1 % (1.3) % Net loss (23.2) % (7.7) % (18.9) % __________________________________ Note: Amounts in table may not subtotal due to rounding. 43 Segment Information The Company has three reportable segments: Casinos & Resorts, International Interactive and North America Interactive.
Capitalized software expenditures relate to the creation, production and preparation of software for use in our online gaming operations. For the year ended December 31, 2023, capital expenditures were $311.5 million compared to $212.3 million in 2022.
Capitalized software expenditures relate to the creation, production and preparation of software for use in our online gaming operations. For the year ended December 31, 2024, capital expenditures were $199.8 million compared to $311.5 million in 2023.
(2) Non-operating (income) expense includes: (i) change in value of commercial rights liabilities, (ii) (gain) loss on extinguishment of debt, (iii) non-operating items of equity method investments including our share of net income or loss on an investment and depreciation expense related to our Rhode Island joint venture, (iv) (gain) adjustment on bargain purchases, and (v) other (income) expense, net.
(2) Non-operating expense, net includes: (i) change in value of performance warrants, (ii) gain on extinguishment of debt, (iii) non-operating items of equity method investments including our share of net income or loss on an investment and depreciation expense related to our Rhode Island joint venture, and (iv) other (income) expense, net.
Adjusted EBITDAR loss for the North America Interactive segment for the year ended December 31, 2023 was $55.7 million compared to $65.7 million in 2022.
Adjusted EBITDAR loss for the North America Interactive segment for the year ended December 31, 2024 was $40.2 million compared to $55.7 million in 2023.
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.
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 December 31, 2024, the Company was in compliance with all applicable covenants.
(7) Non-cash impairment charges for 2023 included $54.0 million in the International Interactive segment related to a long-standing indefinite lived trademark acquired as part of the Gamesys acquisition, $76.7 million impairment on indefinite-lived gaming licenses in our Casinos & Resorts segment, $5.7 million of impairment charges related to our interactive restructuring program representing the impairment of certain technology which will no longer be utilized, and $9.4 million and $4.0 million of impairment on goodwill and intangible assets, respectively, held for sale.
Impairment charges in 2023 included $54.0 million in the International Interactive segment related to a long-standing indefinite lived trademark acquired as part of the Gamesys acquisition, $58.6 million impairment on indefinite-lived gaming licenses in the Casinos & Resorts segment, $5.7 million of impairment charges related to the interactive restructuring program representing the impairment of certain technology which will no longer be utilized, and $3.8 million of impairment on related to assets held-for-sale in 2023.
As of December 31, 2023, obligations related to these agreements were $135.0 million, of which $18.1 million is expected to be paid in 2024, with contracts extending through June 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 December 31, 2024, obligations related to these agreements were $125.4 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.
Cash Flows Summary Years Ended December 31, (In thousands) 2023 2022 2021 Net cash provided by operating activities $ 188,614 $ 270,971 $ 82,754 Net cash used in investing activities (207,791) (302,922) (2,296,904) Net cash provided by financing activities 65,755 43,237 2,404,598 Effect of foreign currency on cash and cash equivalents 5,153 (20,722) (42,163) Change in cash and cash equivalents and restricted cash classified as assets held for sale (1,653) (220) — Net change in cash and cash equivalents and restricted cash 50,078 (9,656) 148,285 Cash and cash equivalents and restricted cash, beginning of period 265,184 274,840 126,555 Cash and cash equivalents and restricted cash, end of period $ 315,262 $ 265,184 $ 274,840 A description of changes in cash flows comparing the years ended December 31, 2022 and 2021 can be found in Part II.
Cash Flows Summary Years Ended December 31, (In thousands) 2024 2023 2022 Net cash provided by operating activities $ 113,999 $ 188,614 $ 270,971 Net cash provided by (used in) investing activities 97,835 (207,791) (302,922) Net cash (used in) provided by financing activities (287,840) 65,755 43,237 Effect of foreign currency on cash and cash equivalents (8,002) 5,153 (20,722) Change in cash and cash equivalents and restricted cash classified as assets held for sale — (1,653) (220) Net change in cash and cash equivalents and restricted cash (84,008) 50,078 (9,656) Cash and cash equivalents and restricted cash, beginning of period 315,262 265,184 274,840 Cash and cash equivalents and restricted cash, end of period $ 231,254 $ 315,262 $ 265,184 A description of changes in cash flows comparing the years ended December 31, 2023 and 2022 can be found in Part II.
The cumulative minimum obligation committed in these agreements is approximately $55.4 million, of which $14.1 million is expected to be paid in 2024, extending through 2028. Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with US GAAP requires us to make estimates and apply judgments that affect reported amounts.
As of December 31, 2024, the cumulative minimum obligation committed in these agreements is approximately $52.4 million, extending through 2029. Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with US GAAP requires us to make estimates and apply judgments that affect reported amounts.
Acquisitions and Development Projects Our acquisitions and business development projects are summarized above in “ Our Strategy and Business Developments ” section above and in Note 6 “ Business Combinations ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.
Business Development Projects Our business development projects are summarized above in “Our Strategy and Business Developments” section above and in Note 7 “Business Combinations” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.
Diluted loss per share for the year ended December 31, 2023 and 2022 was $3.51 and $7.32, respectively, and was impacted by the factors noted above. Adjusted EBITDA and Adjusted EBITDAR by Segment Consolidated Adjusted EBITDA was $527.3 million for the year ended December 31, 2023, a decrease of $21.2 million, or 3.9%, from $548.5 million in 2022.
Diluted loss per share for the year ended December 31, 2024 and 2023 was $11.71 and $3.51, respectively, and was impacted by the factors noted above. Adjusted EBITDA and Adjusted EBITDAR by Segment Consolidated Adjusted EBITDA was $495.6 million for the year ended December 31, 2024, a decrease of $31.7 million, or 6.0%, from $527.3 million in 2023.
The EU effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are also implementing similar legislation. The Company is currently in the process of evaluating the impact of this on its consolidated financial statements.
The EU effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are also implementing similar legislation. The estimated impact of this directive is immaterial to the Company’s consolidated financial statements in the current year.
Net loss and loss per share Net loss for the year ended December 31, 2023 was $187.5 million compared to $425.5 million in 2022. As a percentage of revenue, net loss decreased from 18.9% for the year ended December 31, 2022 to a net loss of 7.7% for the year ended December 31, 2023.
Net loss and loss per share Net loss for the year ended December 31, 2024 was $567.8 million compared to $187.5 million in 2023. As a percentage of revenue, net loss increased from 7.7% for the year ended December 31, 2023 to a net loss of 23.2% for the year ended December 31, 2024.
The credit facilities allow us to increase the size of the Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $650 million and 100% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio.
The credit facilities allow us to increase the size of the Term Loan Facility or request one or more incremental term loan facilities or increase commitments under the Revolving Credit Facility or add one or more incremental revolving facilities in an aggregate amount not to exceed the greater of $650 million and 100% of the Company’s consolidated EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the Credit Agreement, including an unlimited amount subject to compliance with a consolidated total secured net leverage ratio. 49 The credit facilities contain covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments, and grant liens.
Non-cash impairment charges for 2022 included $390.7 million related to our North America Interactive segment as part of our annual goodwill and asset impairment analysis and $73.3 million in the International Interactive segment related to a long-standing indefinite lived trademark acquired as part of the Gamesys acquisition.
Impairment charges in 2022 include $390.7 million related to our North America Interactive segment as part of our annual goodwill and asset impairment analysis and $73.3 million in the International Interactive segment related to a long-standing indefinite lived trademark acquired as part of the Gamesys acquisition. 47 (9) Costs incurred in connection with the Company’s merger with Standard General.
The 2023 year to date effective tax rate differed from the US federal statutory tax rate of 21%, creating a provision for income tax on the Company’s Loss before income taxes, largely due to an increase in the valuation allowance and the impact of the federal tax on global intangible low-taxed income, partially offset by the rate differential created by our foreign entities.
The 2024 year to date effective tax rate differed from the US federal statutory rate of 21%, creating a provision for income tax on the Company’s Loss before income taxes, largely due to an increase in the valuation allowance and the negative rate differential driven by the increased impairment charges within our foreign entities.
As of December 31, 2023, the Company was in compliance with all applicable covenants and expects to be in compliance for the next twelve months. 50 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.
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.
Segment Adjusted EBITDAR is Adjusted EBITDA (as defined above) for the Company’s reportable segments, plus rent expense associated with triple net operating leases with GLPI for the real estate assets used in the operation of the Bally’s casinos and the assumption of the lease for real estate and land underlying the operations of the Bally’s Lake Tahoe property. 42 We use consolidated Adjusted EBITDA and segment Adjusted EBITDAR to analyze the performance of our business and they are used as determining factors for performance-based compensation for members of our management team.
Segment Adjusted EBITDAR is Adjusted EBITDA (as defined above) for the Company’s reportable segments, plus rent expense associated with triple net operating leases with GLPI for the real estate assets used in the operation of the Bally’s casinos and the assumption of the lease for real estate and land underlying the operations of the Bally’s Lake Tahoe property.
Provision (benefit) for income taxes Provision for income taxes for the year ended December 31, 2023 was $1.8 million, compared to a benefit for income tax of $28.9 million in 2022. The effective tax rate for the year ended December 31, 2023 was (0.9)% compared to 6.4% in 2022.
Provision for income taxes Provision for income taxes for the year ended December 31, 2024 was $15.3 million, compared to $1.8 million in 2023. The effective tax rate for the year ended December 31, 2024 was (2.8)% compared to (0.9)% in 2023.
Our ability to fund our obligations depends on existing cash on hand, cash flow from our subsidiaries and our ability to raise capital. Our primary sources of liquidity and capital resources have been cash on hand, cash flow from operations, borrowings under our Revolving Credit Facility (as defined herein) and proceeds from the issuance of debt and equity securities.
Our primary sources of liquidity and capital resources have been cash on hand, cash flow from operations, borrowings under our Revolving Credit Facility (as defined herein) and proceeds from the issuance of debt and equity securities. We assess liquidity in terms of the ability to generate cash or obtain financing in order to fund operating, investing and debt service requirements.
In connection with the entry into the host community agreement with the City of Chicago, the Company made a one-time up-front payment to the City of Chicago equal to $40.0 million. Beginning on the date of operations commencement, the Company will be required to pay annual fixed host community impact fees of $4.0 million.
In connection with the entry into the host community agreement with the City of Chicago, the Company will be required to pay annual fixed host community impact fees of $4.0 million.
Accordingly, the Company’s valuation allowance of $154.9 million reflects an increase of $94.9 million recorded during the year ended December 31, 2023.
Accordingly, the Company’s valuation allowance of $234.6 million reflects an increase of $79.7 million recorded during the year ended December 31, 2024.
We assess liquidity in terms of the ability to generate cash or obtain financing in order to fund operating, investing and debt service requirements. Our primary ongoing cash requirements include the funding of operations, capital expenditures, acquisitions and other investments in line with our business strategy and debt repayment obligations and interest payments.
Our primary ongoing cash requirements include the funding of operations, capital expenditures, acquisitions and other investments in line with our business strategy and debt repayment obligations and interest payments.
The Revolving Credit Facility also includes certain financial covenants the Company is required to maintain throughout the term of the credit facility.
These covenants are subject to exceptions and qualifications set forth in the Credit Agreement. The Revolving Credit Facility also includes certain financial covenants the Company is required to maintain throughout the term of the credit facility.
Adjusted EBITDAR for the Casinos & Resorts segment for the year ended December 31, 2023 was $429.0 million, an increase of $30.0 million, or 7.5%, for the year ended December 31, 2023 compared to $398.9 million in 2022.
Adjusted EBITDAR for the Casinos & Resorts segment for the year ended December 31, 2024 was $370.5 million, a decrease of $58.5 million, or 13.6%, for the year ended December 31, 2024 compared to $429.0 million in 2023.
Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” of our Annual Report on Form 10-K for the year ended December 31, 2022.
Year ended December 31, 2023 compared to year ended December 31, 2022 This information can be found under Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Year ended December 31, 2023 compared to year ended December 31, 2022” in our Annual Report on Form 10-K for the year ended December 31, 2023.
The reduction in adjusted EBITDAR losses are largely driven by stronger performance in mobile iGaming in New Jersey coupled with cost-savings in connection with the execution of the restructuring plan of our interactive segments. 47 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 reconciles Adjusted EBITDAR on a consolidated basis to net income (loss).
The decrease in adjusted EBITDAR losses is largely driven by expanded operating jurisdictions and stronger performance in iGaming and sportsbook in the current year. 46 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 reconciles Adjusted EBITDAR on a consolidated basis to net income (loss).
(3) Includes acquisition, integration and other transaction related costs, financing costs incurred in connection with sale lease-back transactions, the prior year tender offer process, and costs incurred to address the Standard General takeover bid. (4) Restructuring charges representing the severance and employee related benefits related to the announced Interactive business restructuring initiatives.
(3) Includes acquisition, integration and other transaction related costs, and financing costs incurred in connection with the Company's sale lease-back transactions. (4) Restructuring charges representing the severance and employee related benefits related to the announced Interactive business restructuring initiatives and the closure of the Company’s Tropicana Las Vegas property on April 2, 2024.
The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds were used to reduce the Company’s debt. These properties increased the minimum annual payments under the Master Lease by $48.5 million.
The transaction was structured as a tax-free capital contribution and a substantial portion of the proceeds was used to reduce the Company’s debt.
We expect that capital expenditures, outside of our planned development of the Bally’s Chicago permanent facility, will be relatively flat in 2024 compared to 2023 as we continue our focus on generating cash flows to invest in long-term growth opportunities for the entire Bally’s portfolio. 51 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.
We expect that capital expenditures, outside of our planned development of the Bally’s Chicago permanent facility, will be relatively flat in 2025 compared to 2024 as we continue our focus on generating cash flows to invest in long-term growth opportunities for the entire Bally’s portfolio.
Years Ended December 31, 2023 over 2022 2022 over 2021 (In thousands, except percentages) 2023 2022 2021 $ Change $ Change Revenue: Gaming Casinos & Resorts $ 954,725 $ 907,431 $ 803,940 $ 47,294 $ 103,491 International Interactive 952,921 899,934 239,110 52,987 660,824 North America Interactive 84,395 38,759 10,442 45,636 28,317 Total Gaming revenue 1,992,041 1,846,124 1,053,492 145,917 792,632 Non-gaming Casinos & Resorts 408,566 320,132 228,888 88,434 91,244 International Interactive 20,289 46,508 12,153 (26,219) 34,355 North America Interactive 28,177 42,941 27,910 (14,764) 15,031 Total Non-gaming revenue 457,032 409,581 268,951 47,451 140,630 Total revenue $ 2,449,073 $ 2,255,705 $ 1,322,443 $ 193,368 $ 933,262 Operating costs and expenses: Gaming Casinos & Resorts $ 337,193 $ 313,569 $ 263,751 $ 23,624 $ 49,818 International Interactive 457,206 451,331 132,560 5,875 318,771 North America Interactive 94,538 48,018 10,721 46,520 37,297 Total Gaming expenses 888,937 812,918 407,032 76,019 405,886 Non-gaming Casinos & Resorts 194,612 147,575 110,090 47,037 37,485 International Interactive 11,985 34,205 8,658 (22,220) 25,547 North America Interactive 9,642 14,538 9,299 (4,896) 5,239 Total Non-gaming expenses 216,239 196,318 128,047 19,921 68,271 General and administrative Casinos & Resorts 658,021 510,929 397,064 147,092 113,865 International Interactive 191,358 149,168 43,015 42,190 106,153 North America Interactive 85,203 113,913 46,908 (28,710) 67,005 Other 179,394 51,696 110,959 127,698 (59,263) Total General and administrative $ 1,113,976 $ 825,706 $ 597,946 $ 288,270 $ 227,760 Margins: Gaming expenses as a percentage of Gaming revenue 45 % 44 % 39 % Non-gaming expenses as a percentage of Non-gaming revenue 47 % 48 % 48 % General and administrative as a percentage of Total revenue 45 % 37 % 45 % 45 Year ended December 31, 2023 compared to year ended December 31, 2022 Total revenue Our total revenue for the years ended December 31, 2023 and 2022 consisted of the following (in thousands): 2023 2022 $ Change % Change Gaming $ 1,992,041 $ 1,846,124 $ 145,917 7.9 % Hotel 200,650 153,750 46,900 30.5 % Food and beverage 143,521 115,322 28,199 24.5 % Retail, entertainment and other 112,861 140,509 (27,648) (19.7) % Total revenue $ 2,449,073 $ 2,255,705 $ 193,368 8.6 % Revenue for the year ended December 31, 2023 increased 8.6% compared to the year ended December 31, 2022.
Years Ended December 31, 2024 over 2023 2023 over 2022 (In thousands, except percentages) 2024 2023 2022 $ Change $ Change Revenue: Gaming Casinos & Resorts $ 1,008,361 $ 954,725 $ 907,431 $ 53,636 $ 47,294 International Interactive 893,756 952,921 899,934 (59,165) 52,987 North America Interactive 149,551 84,395 38,759 65,156 45,636 Total Gaming revenue 2,051,668 1,992,041 1,846,124 59,627 145,917 Non-gaming Casinos & Resorts 354,752 408,566 320,132 (53,814) 88,434 International Interactive 15,737 20,289 46,508 (4,552) (26,219) North America Interactive 28,321 28,177 42,941 144 (14,764) Total Non-gaming revenue 398,810 457,032 409,581 (58,222) 47,451 Total revenue $ 2,450,478 $ 2,449,073 $ 2,255,705 $ 1,405 $ 193,368 Operating costs and expenses: Gaming Casinos & Resorts $ 380,019 $ 337,193 $ 313,569 $ 42,826 $ 23,624 International Interactive 403,949 457,206 451,331 (53,257) 5,875 North America Interactive 150,095 94,538 48,018 55,557 46,520 Total Gaming expenses 934,063 888,937 812,918 45,126 76,019 Non-gaming Casinos & Resorts 174,228 194,612 147,575 (20,384) 47,037 International Interactive 5,608 11,985 34,205 (6,377) (22,220) North America Interactive 9,252 9,642 14,538 (390) (4,896) Total Non-gaming expenses 189,088 216,239 196,318 (27,151) 19,921 General and administrative Casinos & Resorts 791,316 658,021 510,929 133,295 147,092 International Interactive 198,560 191,358 149,168 7,202 42,190 North America Interactive 66,670 85,203 113,913 (18,533) (28,710) Corporate & Other (13,060) 179,394 51,696 (192,454) 127,698 Total General and administrative $ 1,043,486 $ 1,113,976 $ 825,706 $ (70,490) $ 288,270 Margins: Gaming expenses as a percentage of Gaming revenue 46 % 45 % 44 % Non-gaming expenses as a percentage of Non-gaming revenue 47 % 47 % 48 % General and administrative as a percentage of Total revenue 43 % 45 % 37 % 44 Year ended December 31, 2024 compared to year ended December 31, 2023 Total revenue Our total revenue for the years ended December 31, 2024 and 2023 consisted of the following (in thousands): 2024 2023 $ Change % Change Gaming $ 2,051,668 $ 1,992,041 $ 59,627 3.0 % Hotel 148,693 200,650 (51,957) (25.9) % Food and beverage 135,213 143,521 (8,308) (5.8) % Licensing 6,861 — 6,861 100.0 % Retail, entertainment and other 108,043 112,861 (4,818) (4.3) % Total revenue $ 2,450,478 $ 2,449,073 $ 1,405 0.1 % Total revenue for the year ended December 31, 2024 remained consistent when compared to the year ended December 31, 2023.
Income Taxes We prepare our income tax provision in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes.
Material changes in these estimates could occur and result in additional impairment in future periods. Income Taxes We prepare our income tax provision in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes.
In addition to the properties under the Master Lease, the Company has also entered into a sale-leaseback transaction with GLPI for the non-land assets of Tropicana Las Vegas, which the Company acquired during the fourth quarter of 2022.
In addition to the properties under the Master Lease No.1 explained above, the Company also entered into a lease with GLPI for the land associated with Tropicana Las Vegas.
Adjusted EBITDAR for the International Interactive segment for the year ended December 31, 2023 was $343.6 million, an increase of $21.9 million, or 6.8%, compared to $321.7 million, mainly due to stronger performance in the United Kingdom year-over-year.
Adjusted EBITDAR for the International Interactive segment for the year ended December 31, 2024 was $336.5 million, a decrease of $7.1 million, or 2.1%, compared to $343.6 million, mainly due to softness in our non-UK operations year-over-year.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Year ended December 31, 2022 compared to year ended December 31, 2021” in our Annual Report on Form 10-K for the year ended December 31, 2022. Liquidity and Capital Resources Overview We are a holding company.
Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” of our Annual Report on Form 10-K for the year ended December 31, 2023. Operating Activities Net cash provided by operating activities was $114.0 million for the year ended December 31, 2024, compared to $188.6 million in 2023.
Investing Activities Net cash used in investing activities for 2023 was driven by capital expenditures and $135.3 million of gaming license fees in connection with the opening of our Bally’s Chicago temporary casino and cash paid for acquisitions in the year, offset by proceeds from our Tiverton and Hard Rock Biloxi sale-leaseback transactions.
This change was primarily driven a $111.7 million decrease in cash paid for capital expenditures year-over-year, combined with the $135.3 million of gaming license fees paid in 2023 in connection with the opening of our Bally’s Chicago temporary casino.
Refer to Note 16 “ Long-Term Debt ” in Item 8 of this Annual Report on Form 10-K for further information. Operating leases The Company is committed under various operating lease agreements for real estate and property used in operations.
Refer to Note 18 “ Leases ” in Item 8 of this Annual Report on Form 10-K for further information.
In 2023, we continued our spending on our planned projects and maintenance of our casino properties, making significant progress on our Bally’s Chicago, Bally’s Twin River and Bally’s Kansas City properties.
In 2024, 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.
The Company recorded this lease with a corresponding long-term financing obligation of $200.0 million as of December 31, 2023 and 2022. Capital Expenditures Capital expenditures are accounted for as either project, maintenance or capitalized software expenditures. Project capital expenditures are for fixed asset additions that expand an existing facility or create a new facility.
The initial lease term for the Chicago MLA is 15 years with renewal options to be agreed upon by the parties. Capital Expenditures Capital expenditures are accounted for as either project, maintenance or capitalized software expenditures. Project capital expenditures are for fixed asset additions that expand an existing facility or create a new facility.
Depreciation and amortization Depreciation and amortization for the year ended December 31, 2023 was $350.4 million, compared to $300.6 million in 2022. This increase was largely driven by our Tropicana Las Vegas property where we recorded accelerated depreciation on assets as a result of our recently announced impending closure in April 2024.
The year to date increase was primarily driven by our Tropicana Las Vegas property, where we recorded accelerated depreciation of $80.1 million on assets as a result of the recent closure of the property on April 2, 2024, partially offset by the decreased expense related to the assets sold in the fourth quarter of 2024 as part of the Carved-Out Business. 45 (Loss) income from operations Loss from operations was $258.3 million for the year ended December 31, 2024 compared to income from operations of $104.0 million in 2023.
“ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Statements ” in this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. 41 Executive Overview During 2023, we continued to grow our business by actively pursuing new gaming opportunities and reinvesting in our existing operations.
“ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Statements ” in this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. 41 Executive Overview During 2024, we continued to expand our business by actively pursuing new gaming opportunities and strategically allocating capital to our growth initiatives and existing operations. • In connection with our development plans for Bally’s Chicago, we secured a $940 million financing arrangement with GLPI for constructing our flagship casino in downtown Chicago, with construction slated for early 2025. • The controlled demolition of the Tropicana Las Vegas hotel towers advanced our stadium construction plans and site redevelopment. • We expanded our iGaming presence by launching the Bally Bet Casino app in Rhode Island and enhancing the Bally Bet sportsbook app’s reach in 13 US states and Ontario. • During the fourth quarter of 2024, we successfully disposed of portions of our international interactive business in Asian and certain other international markets.
The inclusion of expenses from our recently opened Bally’s Chicago temporary casino property and the incremental gaming expenses from our Recent Acquisitions also contributed to the increase in both gaming and non-gaming expenses compared to prior year. General and administrative General and administrative expenses for the year ended December 31, 2023 increased $288.3 million from $825.7 million, in 2022.
The overall increase in gaming and non-gaming expenses from the prior year was mainly attributable to the inclusion of expenses from our recently opened Bally’s Chicago temporary casino which contributed approximately $52.8 million to the increase in both gaming and non-gaming expenses during the year ended December 31, 2024, partially offset by the incremental decrease in expense associated with the closure of our Tropicana Las Vegas property of $42.1 million.
Minimum rent payable under operating leases was $2.31 billion as of December 31, 2023, of which $138.1 million is due within the next twelve months. Refer to Note 17 “ Leases ” in Item 8 of this Annual Report on Form 10-K for further information.
Operating leases The Company is committed under various operating lease agreements for real estate and property used in operations. Minimum rent payable under operating leases was $4.86 billion as of December 31, 2024, of which $199.7 million is due within the next twelve months.
Impairment charges In 2023, we recorded total impairment charges of $149.8 million which included $54.0 million in the International Interactive segment related to a long-standing indefinite lived trademark acquired as part of the Gamesys acquisition that is being de-emphasized for other newer brands in Asia and Rest of World, impairment charges of $9.4 million and $4.0 million on goodwill and intangible assets held for sale, respectively, $5.7 million of impairment charges related to our interactive restructuring program representing the impairment of certain technology which will no longer be utilized, and $76.7 million of impairment on gaming licenses in connection with our Casinos and Resorts segment.
(8) Impairment charges for 2024 includes $125.9 million, $71.6 million and $12.8 million impairment charges in the International Interactive segment related to its intangible assets, goodwill and certain other long-lived assets, respectively, as well as $38.6 million of impairment charges on gaming licenses in connection with our Casinos & Resorts reporting segment.
The increase from the prior year is mainly attributable to the inclusion of our Bally’s Chicago temporary casino and Tropicana Las Vegas properties and strong performance at Bally’s Atlantic City in the current year, partially offset by softening in the market from decreased consumer spend.
These decreases were primarily attributable to weather impacts across multiple properties and the closure of the Tropicana Las Vegas in the current year, partially offset by the inclusion of Bally’s Chicago that opened at the end of the third quarter of 2023.
(10) Other includes the following items: (i) non-routine legal expenses and settlement charges for matters outside the normal course of business, (ii) storm related insurance and business interruption recoveries, (iii) rebranding expenses in connection with Bally’s corporate name change, (iv) professional fees and other costs incurred to establish the partnership with Sinclair and acquire Bally Interactive, and (v) other individually de minimis expenses. 48 Year ended December 31, 2022 compared to year ended December 31, 2021 This information can be found under Part II, Item 7.
(11) Non-cash reserve to reflect the remaining Diamond commercial rights intangible asset offset by forgiveness of the liability. (12) Other includes the following items: (i) non-routine legal expenses, contract termination charges, and settlement costs for matters outside the normal course of business, (ii) storm related insurance and business interruption recoveries, and (iii) other individually de minimis expenses.
Removed
In our Casinos & Resorts segment, we: • announced a binding deal with the Oakland Athletics of Major League Baseball to site their new ballpark on a portion of our Bally’s Las Vegas property; • opened our temporary casino at the Medinah Temple in Chicago, Illinois and are on track to break ground to develop a permanent flagship destination casino resort in downtown Chicago, Illinois; • opened our property expansion at Bally’s Kansas City and Bally’s Twin River, which provides for enhanced amenities to improve the customer experience; and • we acquired Bally’s Golf Links at Ferry Point in the Bronx, New York.
Added
In addition, we transferred ownership of certain intellectual property used in the business into a purpose trust, which began receiving license fees under a new commercial license arrangement. We also purchased a warrant representing a 19.99% fully diluted equity interest in the Carved-Out Business.
Removed
In our International Interactive and North America Interactive segments, we: • rolled out our new Bally Bet sportsbook app with our new partners, Kambi and White Hat Gaming in seven US states; • launched iGaming app in Pennsylvania; • launched Bally Casino, an iGaming app, and Bally Bet Sportsbook & Casino, our first combined casino and sportsbook app; and • anticipate launching a new iGaming app in Rhode Island following the legalization of iGaming in Rhode Island.
Added
We use consolidated Adjusted EBITDA and segment Adjusted EBITDAR to analyze the performance of our business and they are used as determining factors for performance-based compensation for members of our management team.
Removed
Results of Operations In connection with the finalization of the financial close process for the year ended December 31, 2023, and subsequent to the publication of the Company’s unaudited Statements of Operations and Balance Sheet data included within its earnings press release on February 21, 2024, the Company recorded additional impairment charges of $18.1 million as it relates to its annual impairment test on indefinite-lived intangible assets, a balance sheet reclassification resulting in a $12.9 million increase to restricted cash from other current assets and, a $3.2 million net adjustment to the provision for income taxes reflecting the tax effect of these and other adjustments.
Added
Revenue from our Casinos & Resorts reportable segment increased 6% to $1.01 billion, mainly due to the inclusion of our Bally’s Chicago temporary casino property, which contributed an incremental increase of approximately $96.5 million during the year ended December 31, 2024, partially offset by the incremental decrease in revenue associated with the closure of our Tropicana Las Vegas property during the second quarter of 2024 of approximately $77.8 million.
Removed
Amounts included in the audited financial statements in this Annual Report on Form 10-K reflect the effect of these adjustments and no other amounts presented in the earnings release have been revised.
Added
The expanded operating jurisdictions within our North America Interactive reportable segment also contributed additional incremental revenue of approximately $37.8 million for the year ended December 31, 2024, compared to the prior year.
Removed
We saw gaming revenue increase across all reporting segments year over year through organic growth. Additionally, we saw incremental revenue from our recent acquisitions of Tropicana Las Vegas, Bally’s Golf Links and Casino Secret (collectively “Recent Acquisitions”), as well as our Bally’s Chicago temporary casino property which commenced operations on September 9, 2023.
Added
Additionally, within our International Interactive reportable segment, we experienced decreased revenue within our previous markets associated with the sale of the Carved-Out Business, which was partially offset by the incremental increase of $6.9 million from our licensing revenue stream and additional growth within our UK market of approximately $67.5 million.
Removed
Gaming and non-gaming expenses Gaming and non-gaming expenses for the year ended December 31, 2023 increased $76.0 million and $19.9 million. The increased gaming expense from the prior year was primarily attributable to the expenses related to the launch of our mobile iGaming and Bally Bet sportsbook apps across several North American jurisdictions.
Added
Gaming and non-gaming expenses Gaming and non-gaming expenses for the year ended December 31, 2024 increased $18.0 million when compared to the year ended December 31, 2023.
Removed
These increases were primarily attributable to the Diamond Sports Group (“Diamond”) legal reserve, higher operating lease expenses, severance charges in connection with the Interactive restructuring plan, and incremental general and administrative expenses attributable to our Recent Acquisitions and the opening of our Bally’s Chicago temporary casino property.
Added
General and administrative General and administrative expenses for the year ended December 31, 2024 decreased $70.5 million from $1.11 billion, in 2023.
Removed
These accelerated depreciation charges will extend through the first quarter of 2024. Income (loss) from operations Income from operations was $104.0 million for the year ended December 31, 2023 compared to loss from operations of $293.0 million in 2022.
Added
The year to date fluctuation in general and administrative expense is primarily attributable to the $144.9 million Diamond Sports Group non-cash settlement in 2023 and decreased acquisition and integration costs and severance and employee related restructuring costs compared to prior year, partially offset by the Loss on disposal of business of $27.8 million recorded in the current year related to the sale of the Carved-Out Business in the fourth quarter of 2024, and increased Merger Agreement costs in 2024.
Removed
These changes year-over-year were driven by a gain on sale-leaseback recorded during the current year related to our Hard Rock Biloxi and Bally’s Tiverton properties, organic revenue growth, benefits from our recently opened Bally’s Chicago temporary casino property and Recent Acquisitions, offset by increased general and administrative expenses and impairment charges, as noted above. 46 Other (income) expense Total other expense, net increased to $289.7 million for the year ended December 31, 2023 from $161.5 million in 2022.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−0 removed4 unchanged
Biggest changeForeign currency transaction losses for the year ended December 31, 2023 were $11.0 million. Foreign currency transaction gains for the year ended December 31, 2022 were $0.5 million. Movements in currency exchange rates could impact the translation of assets and liabilities of these foreign operations which are translated at the exchange rate in effect on the balance sheet date.
Biggest changeMovements in currency exchange rates could impact the translation of assets and liabilities of these foreign operations which are translated at the exchange rate in effect on the balance sheet date.
As part of the Company’s risk management and hedging program, the Company utilizes interest rate swaps and collars used to hedge and offset, respectively, the variable interest rates on the credit facility as described in Note 11, “ Derivative Instruments ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.
As part of the Company’s risk management and hedging program, the Company utilizes interest rate swaps and collars used to hedge and offset, respectively, the variable interest rates on the credit facility as described in Note 12, “ Derivative Instruments ” to our consolidated financial statements presented in Part II, Item 8 of this Annual Report on Form 10-K.
Bally’s does not believe that inflation had a material effect on our business, financial condition or results of operations during the years ended December 31, 2023, 2022 or 2021. Interest Rate Risk As of December 31, 2023, interest on borrowings under our credit facility was subject to fluctuation based on changes in short-term interest rates.
Bally’s does not believe that inflation had a material effect on our business, financial condition or results of operations during the years ended December 31, 2024, 2023 or 2022. Interest Rate Risk As of December 31, 2024, interest on borrowings under our credit facility was subject to fluctuation based on changes in short-term interest rates.
We have not historically utilized derivative financial instruments for trading purposes. We do not believe that fluctuations in interest rates had a material effect on our business, financial condition or results of operations during the years ended December 31, 2023, 2022 or 2021.
We have not historically utilized derivative financial instruments for trading purposes. We do not believe that fluctuations in interest rates had a material effect on our business, financial condition or results of operations during the years ended December 31, 2024, 2023 or 2022.
We have utilized operational hedges or forward currency exchange rate contracts, as well as derivative financial instruments, such as cross currency swaps, to manage the impact of currency exchange rate fluctuations on earnings and cash flows. 55
We have utilized derivative financial instruments, such as cross currency swaps, as well as economic hedges or forward currency exchange rate contracts, to manage the impact of currency exchange rate fluctuations on earnings and cash flows. 54
Based upon a sensitivity analysis of our debt levels on December 31, 2023, a hypothetical increase of 1% in the effective interest rate would cause an increase in interest expense of approximately $22.4 million over the next twelve months while a decrease of 1% in the effective interest rate, not to exceed the interest rate floor, would cause a decrease in interest expense of approximately $22.4 million over the same period.
Based upon a sensitivity analysis of our debt levels on December 31, 2024, a hypothetical increase of 1% in the effective interest rate would cause an increase in interest expense of approximately $18.9 million over the next twelve months while a decrease of 1% in the effective interest rate, not to exceed the interest rate floor, would cause a decrease in interest expense of approximately $18.9 million over the same period.
On December 31, 2023, we had $2.24 billion of variable rate debt outstanding under our Term Loan and Revolving Credit Facilities and $1.49 billion of unsecured senior notes.
On December 31, 2024, we had $1.89 billion of variable rate debt outstanding under our Term Loan and Revolving Credit Facilities and $1.49 billion of unsecured senior notes.
Added
Foreign currency transaction gains for the year ended December 31, 2024 were $10.3 million, compared to foreign currency transaction losses for the year ended December 31, 2023 of $11.0 million.

Other BALY 10-K year-over-year comparisons