Bally's Corp 2025年季度报告

For the quarterly period endedMarch 31, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number:001-38850Bally’s Corporation(Exact name of registrant as specified in its charter) Non-accelerated filer☐SmallerreportingcompanyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of April30, 2025, the number of shares of the registrant’s $0.01 par value common stock outstanding was49,013,195.For additional information regarding the Company’s shares outstanding, refer to Note 17 “Stockholders’ Equity.” Management’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market Risk Bally’s Quad Cities Casino & Hotel (“Bally’s Quad Cities”)Rock Island, IllinoisCasino and HotelBally’s Chicago Casino (“Bally’s Chicago”)Chicago, IllinoisCasinoBally’s Golf Links at Ferry Point (“Bally’s Golf Links”)Bronx, New YorkGolf Course(3) Casino Queen MarquetteMarquette, IowaCasinoDraftKings at Casino QueenEast St. Louis, IllinoisCasino and Hotel(2)(2) (1)Includes Bally’s Black Hawk North Casino, Bally’s Black Hawk West Casino and Bally’s Black Hawk East Casino.(2)Properties leased from Gaming and Leisure Properties, Inc. (“GLPI”). Refer to Note 16 “Leases” for further information.(3)Temporary casino facility as permanent casino resort is constructed. Site of future permanent casino resort is leased from GLPI. global licensing revenue generating operations, as well as one casino property, Bally’s Newcastle, in the UK. 10 On February 7, 2025, the Company completed the previously announced transactions under the Agreement and Plan of Merger (as amended,the “Merger Agreement”) with SG Parent LLC, a Delaware limited liability company (“Parent”), The Queen Casino & Entertainment, Inc., aDelaware corporation and affiliate of Parent (“Queen”), Epsilon Sub I, Inc., a Delaware corporation and wholly owned subsidiary of theCompany (“Merger Sub I”), Epsilon Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub II”, andtogether with the Company and Merger Sub I, the “Company Parties”), and, solely for purposes of specified provisions thereof, SG CQ Gaming Pursuant to the Merger Agreement, (i) SG Gaming contributed to the Company all shares of common stock of Queen that it owns (the “QueenShare Contribution”) in exchange for26,909,895 shares of common stock of the Company (“Company Common Stock”) based on a2.4536890595share exchange ratio, (ii) the Company issued approximately3,542,201shares of Company Common Stock to the otherstockholders of Queen, (iii) immediately thereafter, Merger Sub I merged into the Company (the “Company Merger”), with the Companysurviving the Company Merger and (iv) immediately thereafter, Merger Sub II merged into Queen (the “Queen Merger,” and together with theCompany Merger, the “Merger”), with Queen surviving the Queen Merger as a direct, wholly owned subsidiary of the Company.At the effective time of the Merger, each share of the Company’s Common Stock issued and outstanding (other than shares of common stock “Hayden Support Agreement”), collectively known as the “Support Agreements”. The Support Agreements obligated the parties to vote theirrespective shares in favor of the Merger Agreement and related transactions, and to make a Rolling Share Election for their shares, including previously acquired under a Framework Agreement originally entered into in 2020 (the “Framework Agreement”), upon completion of theMerger, and in exchange, the Company issued SBG warrants to purchase384,536shares of the Company’s common stock under substantially similar terms to the Penny Warrants issued to SBG under the Framework Agreement. In connection with the Merger, as of February 7, 2025, alloutstanding Performance Warrants became immediately exercisable at a price of $0.01per share exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations.Adjustments resulting from financial statement translations are reflected as a separate component of accumulated other comprehensive income 11 Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared inconformity with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. In the Company’sopinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, These unaudited condensed consolidated