Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill, which consist primarily of benefits from acquiring a talented technology workforce and management team experienced in the online gaming industry. As a result, numerous states, including states in which we have casino properties, have passed legislation authorizing fixed-odds sports betting, and certain of our properties now offer sports wagering pursuant to state law in each case. Furthermore, the loss, disclosure or misappropriation of our business information may adversely affect our reputation, business, operating results and financial condition. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $6.8 million and $2.0 million as of December 31, 2021 and 2020, respectively, and is included in "Accrued liabilities" and "Other long-term liabilities" in the consolidated balance sheets. We, or one of our state regulatory bodies, engage a number of third parties to provide gaming operating systems for the facilities we own. We may not be able to obtain additional financing on acceptable terms or at all. The current liability for the estimated losses associated with these proceedings is not material to the Company's consolidated financial condition and those estimated losses are not expected to have a material impact on results of operations. We expect that capital expenditures in 2022 will exceed 2021 amounts as we plan to make significant progress towards project goals, particularly at Bally's Twin River, Bally's Atlantic City and Bally's Kansas City, and increase spending relating to the maintenance and improvements at our other casino properties. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value companies within our industry. We are subject to the costs and risks generally associated with labor disputes and organizing activities related to unionized labor. Equity - Additional Information (Details), Shareholders??? A qualitative impairment assessment involves analyzing relevant events and circumstances, with greater weight assigned to events and circumstances that most affect the fair value or the carrying amounts of a reporting unit's assets. Our ability to achieve the expected benefits of any acquisitions will depend on, among other things, our ability to effectively translate our strategies into revenue, our ability to retain and assimilate the acquired businesses' employees, our ability to retain existing customers and suppliers on terms similar to, or better than, those in place with the acquired businesses, our ability to attract new customers, the adequacy of our implementation plans, our ability to maintain our financial and internal controls and systems as we expand our operations, the ability of our management to oversee and operate effectively the combined operations and our ability to achieve desired operating efficiencies and revenue goals. Hotel revenue is recognized at the time of occupancy, which is when the customer obtains control through occupancy of the room. The Company is currently in the process of evaluating the impact of this amendment on its consolidated financial statements. Plans certified in the red zone are generally less than 65% funded, plans certified in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans certified in the yellow zone are less than 80% funded and plans certified in the green zone are at least 80% funded. 001-38850) filed October 7, 2021), Form of Certificate of Common Stock of Twin River Worldwide Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4/A (File No. 001-38850) filed on March 10, 2021), Employment Agreement Amendment, effective March 15, 2021, by and between Bally's Corporation and Marc Crisafulli (incorporated by reference to Exhibit 10.41 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No. We seek to continue to grow our business by actively pursuing the acquisition and development of new gaming opportunities and reinvesting in our existing operations. We are a holding company and will depend on our subsidiaries for dividends, distributions and other payments. Revenue is recognized when the wager is settled, which is when the customer has received the benefits of the Company's gaming services and the Company has a present right to payment. It currently owns and manages 15 casinos across 10 states, a horse racetrack in Colorado and has access to OSB licenses in 18 states. We also agreed to purchase Tropicana Las Vegas in Las Vegas, Nevada and announced plans to construct a land-based casino in Centre County, Pennsylvania, adding to our land-based casino presence. Goodwill consists of the excess of acquisition costs over the fair value of net assets acquired in business combinations. Complements Recently Announced Bet.Works and Monkey Knife Fight Acquisitions, and Sinclair Media Partnership Broadens Bally's Player Database Fosters Global Expansion of Bally's Interactive Offerings Bally's Corporation (NYSE: BALY) (the "Company"), a leading U.S. provider of land-based gaming and interactive entertainment, today announced that it acquired SportCaller, one of the leading B2B . This can give rise to tax uncertainties which, upon audit, may not be resolved in the Company's favor. (2) Other includes the following non-recurring items: (i) Post-combination expense related to the acceleration and cash settlement of unvested historical Gamesys' employee stock awards, (ii) Goodwill and asset impairments, (ii) deal-related, rebranding, expansion and pre-opening expenses, (iii) Employee Retention Credits related to COVID-19, (iv) Credit Agreement amendment related expenses, (v) costs related to pursuing sports betting, iGaming and lottery access in various jurisdictions, (vi) non-routine legal expenses, and (vii) net gains related to insurance recoveries. During the second quarter of 2021, we sold our Bally's Dover property to GLPI and recorded a gain on sale-leaseback of $53.4 million. Our businesses are subject to various laws and regulations in addition to gaming regulations. The Company recorded these instruments as "Other Assets" at their fair value based on unobservable inputs and classified within Level 3 of the hierarchy. The following table reflects revenues, income (loss) and identifiable assets for each of the Company's reportable segments and reconciles these to the amounts shown in the Company's consolidated financial statements. The non-controlling interest is convertible into shares of Bally's common stock based on a fixed exchange ratio share-settlement feature, valued using the Company's common stock price, and is classified as permanent equity. As a result of this realignment, the Company determined it had three operating and reportable segments: Casinos & Resorts, North America Interactive and International Interactive. We believe that we understand the influential attributes that attract players and, as a result, we can market to the point of diminishing returns while avoiding low-return spending. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company's three reportable segments are comprised of the following components as of December 31, 2021: - Bally's Twin River, Bally's Tiverton, Bally's Dover, Bally's Atlantic City, Bally's Evansville, Hard Rock Biloxi, Bally's Vicksburg, Bally's Kansas City, Bally's Black Hawk, Bally's Shreveport, Bally's Lake Tahoe, Bally's Quad Cities and Bally's Arapahoe Park. Such action could have a material adverse effect on our financial performance. The Company does not have any leases classified as financing leases. LEARN MORE WHO WE ARE There is also no guarantee that the acquired assets or businesses will generate any of the projected synergies and earnings growth, and the failure to realize such projected synergies and earnings growth may adversely affect our operating and financial results and derail any growth plans. Unless otherwise specified, references to the "Company," "Bally's," "we," "our" or "us" in this Annual Report on Form 10-K mean Bally's Corporation and all entities included in our consolidated financial statements. For the years ended December 31, 2021, 2020 and 2019, gaming revenue from the State of Rhode Island accounted for 19%, 30% and 46% of total revenues, respectively. Prior year amounts have been reclassified to conform to this new presentation. As a result, unfavorable seasonal conditions could have a material adverse effect on our operations. ITEM 12. 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 Regulatory Agreement imposes certain affirmative and negative covenants on us. 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. By leveraging the collective scale of our regional sports media rights portfolio, we will seek to develop engaging content across an ever-expanding ecosystem of platforms and devices, meeting fans at the intersection of technology and sports culture. Cash paid by the Company at closing, net of cash received of $183.3 million and a $10.3 million post-combination expense, explained below, was $1.90 billion, excluding transaction costs. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. 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 and terrorism. If any applicable gaming authority were to find any of our officers, directors or key employees unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. Changes to these assumptions could result in a significant impact on the recognition of the acquired customer relationships, developed technology, and trade name intangible assets and the determination of goodwill. These laws and regulations vary by jurisdiction, and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results. We conducted our audit in accordance with the standards of the PCAOB. We believe that existing cash balances, operating cash flows and availability under our Revolving Credit Facility, as explained below, will be sufficient to meet funding needs for operating, capital expenditure and debt service purposes. , which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. In addition, during 2022 we plan to commence construction on the Centre County, Pennsylvania development project. There was an acquired tax contingency accrual of $5.1 million for uncertain tax positions recorded as of December 31, 2021. We have integrated the Bet.Works sports engine with the Gamesys casino platform to provide a seamless, high performance, efficient and effective online gaming platform that links our casinos and resorts activity with our iGaming products. Depreciation expense relating to property and equipment was $53.7 million, $33.0 million and $26.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Additionally, as an owner or manager of real property, we could be subject to claims by third parties based on damages and costs resulting from environmental contamination at or emanating from third-party sites. Material changes to any of the laws, rules, regulations or ordinances to which we are subject, new laws or regulations or material differences in interpretations by courts or governmental authorities could adversely affect our operating results. When assessing goodwill for impairment, first, qualitative factors are assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. By leveraging our casinos and resorts, Sinclair partnership and iGaming products and brands, we strive to deliver an entirely new omni-channel gaming and entertainment experience to our customers. Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations, either as a result of our determination that a jurisdiction should be blocked or because a local license or approval may be costly for us or our business partners to obtain and/or such licenses or approvals may contain other commercially undesirable conditions. - includes our 14 land-based casino properties and one horse racetrack: Bally's Twin River Lincoln Casino Resort ("Bally's Twin River"), Bally's Tiverton Casino & Hotel ("Bally's Tiverton"), Bally's Dover Casino Resort ("Bally's Dover"), Bally's Atlantic City Casino Resort ("Bally's Atlantic City"), Bally's Evansville Casino & Hotel ("Bally's Evansville"), Hard Rock Hotel & Casino Biloxi ("Hard Rock Biloxi"), Bally's Vicksburg Casino ("Bally's Vicksburg"), Bally's Kansas City Casino ("Bally's Kansas City"), Bally's Shreveport Casino & Hotel ("Bally's Shreveport"), Bally's Lake Tahoe Casino Resort ("Bally's Lake Tahoe"), Bally's Quad Cities Casino & Hotel ("Bally's Quad Cities"). (2) Other includes the following non-recurring items: (i) deal-related, rebranding, expansion and pre-opening expenses, (ii) Credit Agreement amendment related expenses, (iii) costs related to pursuing sports betting, iGaming and lottery access in various jurisdictions, (iv) non-routine legal expenses, (v) net gains from insurance recoveries, and (vi) pension payment for out-of-period unpaid contributions. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates. The Sinclair Agreement provides for Performance Warrants and Options, the accounting for which is explained below. There have been and are periods of time when the US securities markets have experienced significant price fluctuations. 001-38850) filed on March 10, 2021), License Agreement, dated May 15, 2003, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-4/A (File No. The 2022 annual reports include information on each of the Trustee Implementation Group's planning activities and project implementation. The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally's Quad Cities: Inventory and Prepaid expenses and other current assets. Bally's headliner strategy is to entertain our customers while recovering the cost of the act through cash sales. - In September of 2019, prior to our acquisition of Gamesys, Gamesys (Holdings) Limited ("GHL") was acquired by JPJ Group plc ("JPJ") and subsequently renamed Gamesys. Our casino and hotel properties have an ongoing need for renovations and other capital improvements to remain competitive, including room refurbishments, amenity upgrades and replacement, from time to time, of furniture, fixtures and equipment. In addition, there is a risk that increased safer gambling and AML regulatory measures in the UK will prove to be challenging for us. We are further investing in the Bally technology and product platform to achieve our vision of a seamless player journey between offline and online gaming and entertainment worlds that recognize and reward players through their entire lifetime whether in our casinos and resorts or online in any of our gaming and entertainment offerings. Refer to Note 5 "Acquisitions" for further information about the preliminary purchase price allocation and provisional goodwill and intangible balances added from current year business combinations. Total other expense increased $113.1 million, or 200.5%, to $169.6 million for the year ended December 31, 2021 from $56.4 million in 2020. Sinclair agreed not to acquire more than 4.9% of Bally's outstanding common shares without such approvals. Inputs to this valuation approach include volatility of the Company's common stock trading price, risk free interest rates, the Company's common stock price as of the valuation date and expected terms. The speed of this decline is referred to as the decay rate of a game. On May 10, 2019, the Company issued $400 million aggregate principal amount of 6.75% unsecured senior notes due June 1, 2027 and, on October 9, 2020, the Company issued an additional $125 million aggregate principal amount of 6.75% unsecured senior notes due June 1, 2027 (together, the "2027 Notes"). As of December 31, 2021, the Company's borrowings under the Revolving Credit Facility did not exceed 30% and therefore, financial covenants did not apply. Supplemental disclosure of cash flow information: Cash paid for income taxes, net of refunds. , a provider of real-time audience engagement solutions for live events, gamified second screen experiences and interactive livestreams. PDF Format Download (opens in new window), Word Format Download (opens in new window), Excel Format Download (opens in new window), XBRL Format Download (opens in new window). We have expanded our business model, which makes it difficult for us to forecast our financial results, creates uncertainty as to how investors will evaluate our prospects, and increases the risk that we will not be successful. We may also be hindered or prevented from enforcing their rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Year ended December 31, 2020 compared to year ended December 31, 2019, The information required by this section can be found in our Part II. You must click the activation link in order to complete your subscription. . In mid-March of 2020, all of our properties at the time were temporarily closed as a result of the COVID-19 pandemic. We encourage our employees to participate in these events and recognize their efforts and contributions in their respective communities. The benefits of the CARES Act that were available to us included: The Company realized a tax benefit of $5.3 million and $33.3 million in the years ended December 31, 2021 and 2020, respectively. Item 8 of this Annual Report on Form 10-K for a discussion of the acquisitions and related financial data. In connection with the acquisition of Bally's Evansville casino operations, the Company entered into a sale-leaseback arrangement with an affiliate of GLPI for the Bally's Dover property. These procedures and policies may adversely affect our business by constraining our data processing activities or by increasing our operational and compliance costs. On December 23, 2020, the Company completed its acquisition of. Adjusted EBITDA information is presented because management believes that it is a commonly used measure of performance in the gaming industry and that it is considered by many to be a key indicator of our operating results. From time to time, our operations may be disrupted by strikes, public demonstrations or other coordinated actions and publicity. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. The benefits of the CARES Act that were available to us included: refund of federal income taxes due to five-year carryback of net operating loss incurred in 2020 when our 2020 tax return was filed in 2021; relaxation of interest expense deduction limitation for income tax purposes; and. The timing, declaration, amount and payment of any future dividends will be at the discretion of our Board and will depend upon, among other factors, our earnings, cash requirements, financial condition, requirements to comply with the covenants under our debt agreements and the Regulatory Agreement, legal considerations and other factors that our Board deems relevant. Additional updates to these policies and procedures and associated operational changes may be required and costs incurred to comply with updates to e-privacy laws. 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. We believe that the Bet.Works acquisition provides us with a suite of advanced omni-channel products, platforms, software and content solutions positioning us to deliver competitive sports betting and iCasino offerings to customers on a national scale. Bally's Corporation (the "Company," or "Bally's"), formerly known as Twin River Worldwide Holdings, Inc., was formed on March 1, 2004. LAS VEGAS , June 29, 2021 /PRNewswire/ Bally's Interactive, a division of Bally's Corporation (NYSE: BALY) that operates the omni-channel provider's sports betting, iGaming, free-to-play, and daily fantasy sports platforms, today announced the beta launch of its mobile sportsbook, Bally Bet, in Iowa. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. During the year ended December 31, 2021, the Company completed its acquisitions of Bally's Evansville, Bally's Quad Cities, Bally's Lake Tahoe, SportCaller, MKF, Bally Interactive, AVP, Telescope, Degree 53 and Gamesys, collectively (the "Acquired Companies"). We also expect to finance our proposed agreement to acquire the Tropicana Las Vegas for $150 million through sale-leaseback transactions with GLPI. Our Total revenue for the years ended December 31, 2021 and 2020 consisted of the following (in thousands): Total revenue for the year ended December 31, 2021 increased $949.7 million, or 254.7%, to $1.32 billion, from $372.8 million in 2020. Intangible assets not subject to amortization are reviewed for impairment annually as of October 1 and between annual test dates whenever events or changes in circumstances may indicate that the carrying amount of the related asset may not be recoverable. Earnings Flash (BALY) BALLY'S CORPORATION Posts Q1 Revenue $598.7M, vs. Street Est of $.. Deutsche Bank Adjusts Bally's Price Target to $20 From $23, Maintains Hold Rating, Chief Financial Officer & Executive Vice President. Contributions made to these plans by the Company were $2.5 million, $1.2 million and $2.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Under the license agreement, we have the exclusive right to use the "Hard Rock" brand name in connection with, and as it relates to, the Hard Rock Biloxi property for an annual fee. The Company has issued to Sinclair (i) an immediately exercisable warrant to purchase up to 4,915,726 shares of the Company at an exercise price of $0.01 per share ("the Penny Warrants"), (ii) a warrant to purchase up to a maximum of 3,279,337 additional shares of the Company at a price of $0.01 per share subject to the achievement of various performance metrics ("the Performance Warrants") and (iii) an option to purchase up to 1,639,669 additional shares in four tranches with purchase prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing ("the Options"). In addition, our officers, directors and key employees are required to file applications with the gaming authorities in each of the jurisdictions in which we conduct our business and are required to be licensed or found suitable by these gaming authorities. In certain jurisdictions, online gambling is either not regulated at all, is subject to very limited regulation or its legality is unclear. We also own several US patents in relation for inventive elements of gaming software. Annual Report. Adjusted EBITDA is defined as earnings for the Company, or where noted our reportable segments, before, in each case, interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating income, acquisition, integration and restructuring expense, share-based compensation and certain other gains or losses as well as, when presented for our reportable segments, an adjustment related to the allocation of corporate cost among segments. Our revenues are primarily generated by these gaming and entertainment offerings. This was subsequently increased by $100.0 million on February 10, 2020 and another $350.0 million on October 4, 2021. Achieved Gamecare Level 3 Accreditation, the highest accreditation available in the industry, Work toward our global sustainability commitments, Embed our responsible gaming program in everything we do, Measure and maintain high engagement levels utilizing an engagement index target, Evolve our ways of working, embracing flexible and agile hybrid working models suited to roles, Proactively support our employees' holistic well-being, Continue to hire, nurture and develop a diverse and inclusive workforce, Continue to invest in learning and development of our employees, Ensure our culture and values underpin everything we do, Support the United Nations Global Compact Standard. Consideration paid includes $518.8 million in shares and $2.08 billion in cash. For its finite-lived intangible assets, the Company establishes a useful life upon initial recognition based on the period over which the asset is expected to contribute to the future cash flows of the Company and periodically evaluates the remaining useful lives to determine whether events and circumstances warrant a revision to the remaining amortization period. Japan has been a focus of our international interactive segment and has yet to introduce its own licensing regime applicable to our business. The issuance pursuant to the warrants and options of shares in excess of 19.9% of the Company's currently outstanding shares was subject to the approval of the Company's stockholders in accordance with the rules of the New York Stock Exchange, which was obtained on January 27, 2021. Item 1A. including its Annual Report on Form 10-K for the year ended Dec. 31, 2022, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. . Our obligation to fund multi-employer defined benefit pension plans to which we are a party may adversely affect us. 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. On April 13, 2021, the Company agreed to purchase the Tropicana Las Vegas Hotel and Casino in Las Vegas, Nevada ("Tropicana Las Vegas") from GLPI valued at approximately $300 million. Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met. Our content is augmented with value . Actual results may differ from our estimates. The information required by this item will be contained in our Definitive Proxy Statement on Schedule 14A for our Annual Meeting of Stockholders to be held on May 17, 2022 (the "2022 Proxy Statement") under the captions "Directors and Nominees for Director," "Directors and Executive Officers of the Registrant," "Delinquent Section 16(a) Reports," and "Committees of the Board of Directors-Audit Committee" and is incorporated herein by this reference. We expect to fund these expenditures from a combination of cash flow from operations and cash on hand. Failure to successfully and timely realize the anticipated benefits of these transactions or strategies could have an adverse effect on our financial condition or results of operations. We partner with leading third-party suppliers including IGT, NetEnt, and Evolution, as well as investing in exclusive content built by our in-house studios. The unaudited pro forma consolidated financial information assumes that the acquisitions of Bally's Kansas City, Bally's Vicksburg and Bally's Shreveport had occurred as of January 1, 2019. 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. Based on the current status of the Colorado audit, the Company believes no additional reserves are necessary. The Company has three equity incentive plans: the 2010 BLB Worldwide Holdings, Inc. Stock Option Plan (the "2010 Option Plan"), the 2015 Stock Incentive Plan ("2015 Incentive Plan") and the Bally's Corporation 2021 Equity Incentive Plan ("2021 Incentive Plan"), collectively (the "Equity Incentive Plans"). The estimated standalone selling price of hotel rooms is determined based on observable prices. As of December 31, 2021, we own and manage 14 land-based casinos and one horse racetrack in ten states across the United States ("US") operating under Bally's brand. With respect to the proposed Joint Venture, any material unanticipated issues arising from the integration process could negatively impact our stock price, future business and financial results. We may also enter into agreements and conduct activities outside of the jurisdictions in which we currently carry on business, which expansion may present challenges and risks as a result of the factors described above that we have not faced in the past, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, our inability to secure payment processing services in markets into which we intend to expand may seriously impair our growth opportunities and strategies. (2) These properties include Bally's Black Hawk North Casino, Bally's Black Hawk West Casino and Bally's Black Hawk East Casino. Transcript : Bally's Corporation, Q1 2023 Earnings Call, May 09, 2023. Most of our employees in Rhode Island and New Jersey are represented by a labor union and are subject to collective bargaining agreements with us. We derive meaningful revenues from players located in jurisdictions in which we do not hold a license. Refer to Note 7 "Derivative Instruments" for further information. Diversification is addressed by investing in mutual funds and ETFs which hold large-, middle- and small-capitalization US stocks, international (non-US) equities and emerging markets. Moreover, state liquor laws may prevent the expansion of restaurant operations into certain markets. These acquisitions represent an expanded business model and new offerings. The Company is currently engaged in gaming services, which include retail, online and racing. Control over the use of the identified asset means the lessee has both (i) the right to obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii) the right to direct the use of the identified asset. These relationships along with providers of online services, search engines, social media, directories and other websites and e-commerce businesses direct consumers to our platform. 333-228973) filed on January 25, 2019), First Amendment to Master Video Lottery Terminal Contract, dated January 25, 2006, by and between the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration) and Newport Grand Jai Alai, LLC (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-4/A (File No. As with all legal proceedings, no assurances can be given as to the outcome of these matters. The US Federal Reserve concurrently issued a statement advising banks to stop new USD LIBOR issuances by the end of 2021. With the pending acquisition of Tropicana Las Vegas and the completion of construction in Centre County, Pennsylvania, we will own and manage 16 land-based casinos across 11 states. The following table presents, for the periods indicated, certain revenue and income items: The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue: Gaming, hotel, food and beverage, retail, entertainment and other expenses, Interest expense, net of amounts capitalized, Change in value of naming rights liabilities, (Loss) income before provision for income taxes. The information required by this item will be contained in the 2022 Proxy Statement under the caption "Stock Ownership of Certain Beneficial Owners and Management", and is incorporated herein by this reference. As of December 31, 2021, the Company has $14.6 million of federal net operating carryforwards subject to a section 382 limitation with an unlimited carryforward period. Recently Issued Accounting Pronouncements. There can be no assurance that any transaction will result or, if so, as to the timing or terms thereof, any alternative transaction or the impact on other shareholders. 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 EU. Acceptable investment vehicles will include mutual funds, exchange-traded funds ("ETFs"), limited partnerships and individual securities. 333-228973) filed on January 25, 2019), Seventh Amendment to Master Video Lottery Terminal Contract, dated September 13, 2018, by and among, the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration), Premier Entertainment II, LLC, d/b/a Newport Grand (assignee of Newport Grand, LLC (f/k/a Newport Grand Jai Alai, LLC)) and Twin-River Tiverton, LLC (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-4/A (File No. The Company acquired Bally's Lake Tahoe for $14.2 million, payable one year from the closing date and subject to customary post-closing adjustments. A significant portion of our operations are conducted in non-US jurisdictions. In addition, these results are not intended to be a projection of future results and do not reflect events that may occur, including but not limited to revenue enhancements, cost savings or operating synergies that the combined Company may achieve as a result of the acquisitions. Equity - Share Repurchase (Details), Stockholders??? Though we have significant amounts of indebtedness outstanding, we have the ability to borrow the entire $620.0 million 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. The following contains a description of each of the Company's revenue streams: The Company recognizes retail gaming revenue as the net win from gaming activities, which is the difference between gaming inflows and outflows, not the total amount wagered. On April 16, 2021, a subsidiary of the Company entered into two foreign exchange forward contracts to hedge the risk of appreciation of both the GBP-denominated and Euro-denominated debt held by Gamesys which would be paid off at closing of the Gamesys acquisition pursuant to which the subsidiary can purchase 200 million and 336 million, at contracted exchange rates, respectively. Bally's is a global gaming, hospitality and entertainment company with casinos and resorts and online gaming ("iGaming") business-to-business-to-consumer ("B2B2C") businesses. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using the weighted-average cost of borrowing. HOME; LOGIN; . Forward-looking statements are statements as to matters that are not historical facts, and include statements about our plans, objectives, expectations and intentions. Such growth could slow or reverse, and another economic downturn could occur, including as a result of a potential resurgence of another COVID-19 variant. Contributions, based on wages paid to covered employees totaled approximately $3.4 million, $2.0 million and $3.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. For 2021, the assumed long-term rate of return on plan assets is 7.5%. New legislation governing the online gaming industry may be introduced in the UK which limits or restricts our operating model in that market. In addition, the US government may enact significant changes to the taxation of business entities including, among others, an increase in the corporate income tax rate, an increase in the tax rate applicable to global intangible low-taxed income, the elimination of certain tax exemptions and the imposition of minimum taxes or surtaxes on certain types of income. 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. The following is a summary of our critical accounting estimates and how they are applied in preparation of our consolidated financial statements. We are largely dependent on the skill and experience of management and key personnel. Borrowings under our Credit Facility primarily bear interest based on LIBOR. As of December 31, 2021, 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 $85.0 million in borrowings as of that date. The GBGC has imposed financial penalties or regulatory settlements in lieu of a penalty on a number of different operators for failing to apply effective AML and/or safer gambling policies and procedures, including Gamesys, our wholly owned subsidiary. These costs are included in "Acquisition, integration and restructuring" in the consolidated statements of operations. Finite-lived intangible assets are amortized over their remaining useful lives in a pattern in which the economic benefits of the intangible asset are consumed, which is generally on a straight-line basis. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. A chargeback is a credit card originated deposit transaction to a player account with an operator that is later reversed or repudiated. 333-228973) filed on January 25, 2019), First Amendment to Hard Rock License Agreement, dated May 10, 2007, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment Biloxi LLC (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4/A (File No. As of December 31, 2020, the Company recorded a contingent consideration asset under ASC 805 in connection with its acquisition of Bally's Atlantic City whereby the seller would reimburse the Company for a capital expenditure commitment by December 31, 2021. Dover Downs maintained the Dover Downs Pension Plan, a non-contributory, tax qualified defined benefit pension plan that has been frozen since July 2011. We expect our total operating costs and expenses to increase in 2022 as compared to 2021 as a result of the inclusion of our recent acquisitions, most notably, Gamesys. In the fourth quarter of 2021, in lieu of settlement in cash, the contingent consideration asset was settled with Caesars through the early termination of certain agreements between Caesars and the Company at other properties. The identifiable intangible assets recorded in connection with the closing of Bally's Evansville acquisition based on preliminary valuations include gaming licenses of $153.6 million with an indefinite life and rated player relationships of $0.6 million which are being amortized on a straight-line basis over an estimated useful life of approximately eight years. Items that are generally considered include, but are not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial performance. See Note 12 "Long-Term Debt" and Note 15 "Stockholders' Equity" for further information. All full-time employees and part-time employees who worked over 1,000 hours per year were eligible to participate in the Dover Downs Pension Plan. Refer to Note 10 "Sinclair Agreement" for further information. Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2021. These unaudited pro forma financial results are presented for informational purposes only and do not purport to be indicative of the operating results of the Company that would have been achieved had the acquisitions actually taken place on January 1, 2020. Successful exploitation of our systems could have negative effects on our product offerings, services and user experience and could harm our reputation. Developing a range of independent estimates and comparing those to the discount rate selected by management. Copyright 2022 Standard & Poor's, a division of S&P Global. Some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable that to happen. The Company recognized total share-based compensation expense of $20.1 million, $17.7 million and $3.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. CAFO regulations include permit requirements and water quality discharge standards. Bally's Corp (BALY) 10-K Annual Report Tue Mar 01 2022 Earnings Press Release 10-K Annual Report 10-K YoY Changes Annual Proxy Bally's Corp CIK: 1747079 Ticker: BALY Sentiment Sections Exhibits Stats Rating Learn More Filter Sentiment: All Positive Negative Filter Category: All Financial M & A Revenue Other Filter Subcategory: All Debt Shares We believe that our phased approach to the transformation of Bally's brand was thoughtful and deliberate. The exercise price of the warrant is nominal and its exercise is subject to, among other conditions, requisite gaming authority approvals. We believe that if our users have a negative experience with our offerings, or if our brand or reputation is negatively affected, users may be less inclined to continue or resume utilizing our products or recommend our platform to other potential users. As of December 31, 2021, we had approximately 9,460 employees. If the results of the qualitative assessment indicate it is more likely than not that a reporting units carrying value exceeds its fair value, or if the Company elects to bypass the qualitative assessment, a quantitative goodwill test is performed. The Company accounted for this acquisition using the acquisition method of accounting, which requires the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. 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. As a result, our customers' or employee's information may be lost, disclosed, accessed or taken without our customers' or employees' consent. As of December 31, 2021 and 2020, prepaid expenses and other assets was comprised of the following: Total prepaid expenses and other current assets. As noted in Note 7 "Derivative Instruments," as of December 31, 2020, the Sinclair Options were accounted for as a derivative liability. Accounting for goodwill involves significant management judgment both in the initial measurement through purchase price allocations of business combinations and valuations of assets acquired within those business combinations and in the ongoing assessment of impairment. Our ability to generate future cash flow depends, among other things, upon: legislative and regulatory factors affecting our operations and businesses; and. Additionally, higher electricity and gasoline prices that affect our customers may result in reduced visitation to our properties and a reduction in our revenues. The global spread of the COVID-19 pandemic, which began in early 2020, has resulted in governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, stay-at-home directives, requirements that individuals wear masks or other face coverings, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, concerts, conferences and meetings, and quarantines and lock-downs. During the year ended December 31, 2021 there was $0.2 million of capitalized interest. In addition, we actively monitor the use of our key brands in commerce and, where appropriate, we take enforcement actions to cease activities by third parties, that could cause market confusion or dilution of our brands. To opt-in for investor email alerts, please enter your email address in the field below and select at least one alert option. On June 3, 2021, the Company completed the acquisition of Bally's Evansville casino operations from Caesars. The identifiable intangible assets recorded in connection with the closing of Bally's Quad Cities acquisition based on preliminary valuations include gaming licenses of $30.3 million with an indefinite life, as well as, rated player relationships and a trade name of $0.7 million and $0.2 million, respectively, which are being amortized on a straight-line basis over their estimated useful lives of approximately nine years and four months, respectively. The following table reconciles cash and restricted cash in the consolidated balance sheets to the total shown on the consolidated statements of cash flows. These increases were offset by $144.0 million of proceeds related to the sale-leaseback transaction for Bally's Dover with GLPI. Our common stock is traded on the New York Stock Exchange (the "NYSE") under the symbol "BALY.". Actual results may vary materially. We use the hold percentages as an indicator of an iGame's or sports bet's performance against its expected outcome. As a holding company, we will conduct all of our business through our subsidiaries. Our collective bargaining agreements generally have three-or-five-year terms. All other revenues, including market access, daily fantasy sports and B2B service revenue generated by the North America Interactive and International Interactive reportable segments, are recognized at the time the goods are sold or the service is provided. Under this method, the valuation of developed technology is dependent on estimates such as projected revenues and cash flows, CAC and appropriate discounting. There is no fixed time period to complete the capital returns. Furthermore, the impacts of potential worsening of global economic conditions, inflation resulting from government interventions and stimulus and continued disruptions to and volatility in the financial markets remain unknown. There were no expansion and pre-opening costs for the year ended December 31, 2019. The Company is currently evaluating the impact of its pending acquisition of Tropicana Las Vegas and the development of a casino in Centre City, Pennsylvania on its operating and reportable segments; however, it is expected that they will be included within the Casinos & Resorts segment. Hotel, food and beverage services have been determined to be separate, stand-alone performance obligations and revenue is recognized as the good or service is transferred at the point in time of the transaction. As part of our business strategy, we regularly evaluate opportunities for growth through development of gaming operations in existing or new markets, through acquiring other gaming entertainment facilities or through redeveloping our existing gaming facilities. Our business plan is partially based upon the legalization of real money gaming in additional jurisdictions and the legalization may not occur as anticipated. From time to time, local and state lawmakers, as well as special interest groups, have proposed legislation that would increase the federal and/or state excise tax on alcoholic beverages or certain types of alcoholic beverages. The performance obligation related to loyalty program incentives are deferred and recognized as revenue upon redemption by the customer. As of December 31, 2021, there was $347.9 million available for use under the capital return program. In addition to the above, incremental revenues from acquisitions completed in 2021, including Gamesys, Bally's Evansville, Bally's Lake Tahoe, Bally's Quad Cities and our North America Interactive acquisitions (collectively the "2021 Acquisitions"), and from our acquisitions completed in 2020, including Bally's Atlantic City, Bally's Shreveport, Bally's Kansas City, Bally's Vicksburg and Bally's Black Hawk (collectively, the "2020 Acquisitions"), contributed, in the aggregate, $704.9 million. Federal, state and local laws and regulations govern the production and distribution of alcoholic beverages, including permitting, licensing, trade practices, labeling, advertising, marketing, distributor relationships and related matters. Additionally, certain of the Company's subsidiaries lease office space, data centers, parking space, memorabilia and equipment under agreements classified as operating leases that expire on various dates through 2030. Any future determinations relating to our dividend policies will be made at the discretion of our Board and will depend on conditions then existing, including our financial condition, results of operations, contractual restrictions, capital and regulatory requirements and other factors our Board may deem relevant. We may not be able to compete effectively unless our product selection keeps up with trends in the digital sports entertainment and gaming industries in which we compete, or trends in new gaming products. The trading volume of our common stock may fluctuate and cause significant price variations to occur. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K for further detail. (2) Includes Bally's Black Hawk North Casino, Bally's Black Hawk West Casino and Bally's Black Hawk East Casino. Acquisition, integration and restructuring. We assess liquidity in terms of the ability to generate cash or obtain financing in order to fund operating, investing and debt service requirements. Numerous states that border the states in which we operate have pending or proposed legislation which would allow for sports betting, each of which could have an adverse effect on our financial results. - Developed technology relates to the design and development of sports betting and casino gaming software and online gaming products acquired through the Company's acquisitions of the businesses within the North America Interactive and International Interactive segments. (3) Properties leased from Gaming and Leisure Properties, Inc. ("GLPI") under the Master Lease agreement. As properties have resumed operations at full capacity, many have reinstated their pre-COVID-19 practices or put new loyalty programs into place. The gaming industry is characterized by an element of chance and our casino guests' winnings depend on a variety of factors, some of which are beyond our control. The identifiable assets recorded in connection with the closing of Bally's Black Hawk acquisition include trademarks of $2.1 million and rated player relationships of $0.6 million, which are being amortized on a straight-line basis over estimated useful lives of approximately 10 years and 6 years, respectively. Any failure to maintain or renew existing licenses, registrations, permits or approvals would have a material adverse effect on us. It is not possible to determine with certainty the likelihood of changes in tax laws in these jurisdictions or in the administration of such laws. Actual results may differ from these estimates. The Company had operating lease liabilities of $531.0 million and $63.5 million as of December 31, 2021 and 2020, respectively, and right of use assets of $507.8 million and $36.1 million as of December 31, 2021 and 2020, respectively, which were included in the consolidated balance sheets. Forward-looking statements speak only as of the time of this Annual Report on Form 10-K and we do not undertake to update or revise them as more information becomes available, except as required by law. The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. Most of our employees in Rhode Island and New Jersey are represented by a labor union and are subject to collective bargaining agreements with us. These restrictions may require a holder of our securities to dispose of the securities, or, if the holder refuses or is unable to dispose of the securities, we may be required to repurchase the securities. Our operations have historically been subject to seasonal variations and quarterly fluctuations in operating results, and we can expect to experience such variations and fluctuations in the future. Our existing and future indebtedness may limit our operating and financial flexibility. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. The Company received $0.1 million at closing, which was reported within "Other, net" on the consolidated statements of operations. 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. Management believes that while certain items excluded from Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluating our earnings performance, it is useful to exclude such items when comparing current performance to prior periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods presented or they may not relate specifically to current operating trends or be indicative of future results. ", ITEM 15. Net cash provided by financing activities for the year ended December 31, 2021 was $2.40 billion compared to $366.4 million for 2020, an increase of $2.04 billion year-over-year. Certain of our products are made available to players in unregulated jurisdictions. Each wagering contract contains a single performance obligation. Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which future service is required as a condition to the delivery of the underlying common stock. Items that are considered in the qualitative assessment include, but are not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial performance. company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Further economic, political and social instability may also result from the Scottish public voting for Scotland to leave the UK in any future referendum. -, ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, For the fiscal year ended December 31, 2021, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, (Exact name of registrant as specified in its charter), (State or other jurisdiction of incorporation or organization), 100 Westminster Street, Providence, RI02903, (Address of principal executive offices) (Zip Code), (Registrant's telephone number, including area code). Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Compensation earned by employees up to July 31, 2011 is used for purposes of calculating benefits under the Dover Downs Pension Plan with no future benefit accruals after this date. PRINCIPAL ACCOUNTANT FEES AND SERVICES, The information required by this item is incorporated herein by reference to our 2022 Proxy Statement under the caption "Ratification of the Appointment of Independent Registered Public Accounting Firm. As a result, we may encounter legal, regulatory and political challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new opportunity. Increased competitive pressures may adversely affect our ability to continue to attract customers or affect our ability to compete efficiently. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. The resultant losses suffered could materially adversely affect our business, financial condition and results of operations. Trade names accounted for as asset acquisitions are valued at cost. The components of income (loss) before taxes are as follows: The components of the provision for income taxes are as follows: The effective rate varies from the statutory US federal tax rate as follows: Income tax (benefit) expense at statutory federal rate, State income taxes, net of federal effect, Other permanent differences including lobbying expense, Global intangible low-tax income ("GILTI"), Total (benefit) provision for income taxes, Effective income tax rate on continuing operations.
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