Bally's Corporation

    BALY ·NYSE ·Hotels & Motels ·Inc. in DE
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    4
    PART I
    ITEM 1.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, entertainment and technology company with an expanding international footprint across
    casino, interactive and lottery markets. We provide our customers and partners with physical and interactive entertainment and
    gaming experiences worldwide. Our offerings include traditional casino gaming, iGaming, online bingo, sportsbook, free-to-
    play games and technology driven lottery and gaming solutions.
    As of February 28, 2026, we own and operate 20 casinos globally, including in the United Kingdom (“UK”) and in 11 states
    across the United States (“US”), along with a golf course in New York and a horse racetrack in Colorado.
    We also own Bally Bet Sportsbook & Casino, a premier sports betting and iCasino platform licensed in 14 jurisdictions in
    North America, and a majority equity interest in Bally’s Intralot S.A. (“Intralot”) which is active in 39 jurisdictions worldwide
    and is comprised of a global lottery, technology, management and services business and also the Bally’s Interactive
    International division, a leading global interactive gaming operator. We also have rights to developable land in Las Vegas at the
    site of the former Tropicana Las Vegas, have been awarded a license to build a full-scale casino and resort in The Bronx, New
    York, and are developing an integrated destination resort in Chicago, Illinois.
    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.
    Our Strategy and Business Developments
    We seek to continue to grow our business by focusing on expanding our integrated casino and interactive gaming platform,
    optimizing our capital structure, and employing disciplined growth initiatives. We believe that interactive gaming represents a
    significant strategic opportunity for the future growth of Bally’s and we will continue to proactively allocate resources in
    regions where we anticipate iGaming regulation, in addition to those markets where iGaming is already well-established.
    Across the globe, we engage in multiple state and private bidding processes, seeking to obtain new lottery agreements through
    our innovative technology and solutions. We seek to increase revenues at our casinos and resorts through enhancing the guest
    experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive
    surroundings with high-quality guest service. We believe that our recent acquisitions have expanded and diversified us from
    financial and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns,
    idiosyncratic regulatory changes and increases in regional competition.
    In 2025, we continued to execute our long-term strategy, focusing on portfolio expansion, interactive and digital growth, capital
    structure optimization and operational excellence. Notable efforts included:
    •In February 2025, we completed the previously announced merger transactions with Standard General L.P. and its
    affiliates (“Standard General”) and The Queen Casino & Entertainment, Inc., and affiliate of Standard General
    (“Queen Casino”), adding four regional gaming properties to our Casinos and Resorts portfolio. We believe that these
    acquisitions strengthen our presence in core US markets and support our strategy of geographic diversification.
    •In October 2025, we completed a landmark multi-stage transaction with Intralot that reshaped our operating footprint
    by combining our Bally’s International Interactive business with Intralot’s lottery and gaming operations. We believe
    that this strategic combination established a cohesive global footprint that strengthened both our business-to-business
    (“B2B”) and business-to-consumer (“B2C”) channels. This integration brought together our advanced digital
    technology framework, data systems and interactive expertise with Intralot’s established lottery infrastructure and
    global market reach. We own 57.9% in the combined entity, which is listed on the Athens Stock Exchange as BYLOT.
    •In April 2025, we committed A$200 million in convertible notes and subordinated debt to acquire an approximately
    38% economic interest in The Star Entertainment Group Limited (“The Star”), a leading Australian casino operator

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

    From 10-Q filed 2026-08-14 (period ending 2026-06-30).



    ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    Cautionary Note Regarding Forward-Looking Statements

    This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements as to matters that are not historical facts, and include statements about our plans, objectives, expectations and intentions.

    Forward-looking statements are not guarantees and are subject to risks and uncertainties. Forward-looking statements are based on our current expectations and assumptions. Although we believe that our expectations and assumptions are reasonable at this time, they should not be regarded as representations that our expectations will be achieved. Actual results may vary materially. Forward-looking statements speak only as of the date they are made and we do not undertake to update or revise them as more information becomes available, except as required by law.

    Important factors beyond those that apply to most businesses, some of which are beyond our control, that could cause actual results to differ materially from our expectations and assumptions include:
    •unexpected costs and other events impacting our planned construction projects, including a permanent casino resort in Chicago, Illinois (“Bally’s Chicago”) and a full-scale casino and resort in The Bronx, New York (“Bally’s New York”);
    •unexpected costs, difficulties integrating and other events impacting our completed acquisitions and our ability to realize anticipated benefits;
    •risks associated with our rapid growth, including those affecting customer and employee retention, integration and controls;
    •risks associated with the impact of the digitalization of gaming on our casino operations, our expansion into online gaming (“iGaming”) and sports betting and the highly competitive and rapidly changing aspects of our interactive businesses generally;
    •the very substantial regulatory restrictions applicable to us, including costs of compliance;
    •global economic challenges, including the impact of public health crises, global and regional conflicts, rising inflation, rising interest rates and supply-chain disruptions, could cause economic uncertainty and volatility and impact discretionary consumer spending;
    •restrictions and limitations in agreements to which we are subject, including our debt, could significantly affect our ability to operate our business and our liquidity; and
    •other risks identified in Part I. Item 1A. “Risk Factors” of Bally’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on March 23, 2026 and other filings with the SEC.

    The foregoing list of important factors is not exclusive and does not include matters like changes in general economic conditions that affect substantially all gaming businesses.

    You should not place undue reliance on our forward-looking statements.

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    Overview

    We are a global gaming, hospitality, entertainment and technology company with an expanding international footprint across casino, interactive and lottery markets. We provide our customers and partners with physical and interactive entertainment and gaming experiences worldwide. Our offerings include traditional casino gaming, iGaming, online bingo, sportsbook, free-to-play games and technology driven lottery and gaming solutions.

    As of June 30, 2026, we own and operate 20 casinos globally, including in the United Kingdom (“UK”) and in 11 states across the United States (“US”), along with a golf course in New York and horse racetracks in Colorado and Wyoming. We also own Bally Bet Sportsbook & Casino, a premier sports betting and iCasino platform licensed in 16 jurisdictions in North America, and a majority equity interest in Bally’s Intralot S.A. (“Bally’s Intralot”) which is active in 39 jurisdictions worldwide and is comprised of a global lottery, technology, management and services business and also the Bally’s Interactive International division, a leading global interactive gaming operator. We also have rights to developable land in Las Vegas at the site of the former Tropicana Las Vegas, have been awarded a license to build Bally’s New York, a full-scale casino and resort in The Bronx, New York, and are developing Bally’s Chicago, an integrated destination resort in Chicago, Illinois.

    Our Strategy and Business Developments

    We seek to continue to grow our business by focusing on expanding our integrated casino and interactive gaming platform, optimizing our capital structure, and employing disciplined growth initiatives. We believe that interactive gaming represents a significant strategic opportunity for the future growth of Bally’s and we will continue to proactively allocate resources in regions where we anticipate iGaming regulation, in addition to those markets where iGaming is already well-established. Across the globe, we engage in multiple state and private bidding processes, seeking to obtain new lottery agreements through our innovative technology and solutions. We seek to increase revenues at our casinos and resorts through enhancing the guest experience by providing popular games, restaurants, hotel accommodations, entertainment and other amenities in attractive surroundings with high-quality guest service. We believe that our recent acquisitions have expanded and diversified us from financial and market exposure perspectives, while continuing to mitigate our susceptibility to regional economic downturns, idiosyncratic regulatory changes and increases in regional competition.

    We continue to make progress on the integration of our acquired assets and deploying capital on our strategic growth projects. These steps have advanced our transformation into a globally diversified gaming and technology operator with a strengthened portfolio, expanded global footprint and enhanced platforms across both digital and land-based channels.

    Operating Structure

    Our business is organized into four reportable segments: (i) Casinos & Resorts, (ii) Bally’s Intralot B2B, (iii) Bally’s Intralot B2C, and (iv) North America Interactive.

    Casinos & Resorts - includes 19 land-based casino properties, two horse racetracks and one golf course in the US. For further information on the Casinos & Resorts properties, refer to Note 1 “General Information” to our condensed consolidated financial statements presented in Part I, Item 1 of this Quarterly Report on Form 10-Q.
    Bally’s Intralot B2B - includes the global lottery operations of Bally’s Intralot and the Company’s licensing business.

    Bally’s Intralot B2C - includes the Company’s interactive European gaming operations, Bally’s Intralot’s B2C lottery operations, as well as one casino property, Bally’s Newcastle, in the UK.

    North America Interactive - includes the North American operations of Bally’s Interactive, primarily a B2C online iGaming and online sportsbook operator; and consumer facing service and marketing engines.

    Refer to Note 16 “Segment Reporting” to our condensed consolidated financial statements for additional information on our segment reporting structure.

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    Macroeconomic and Other Factors

    Our business is subject to risks caused by global economic challenges, including those caused by public health crises such as the COVID-19 pandemic, the impact of global and regional conflicts, rising inflation, rising interest rates and supply-chain disruptions, that can cause economic uncertainty and volatility. These challenges can negatively impact discretionary consumer spending and could result in 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. In addition, inflation generally affects our business by increasing our cost of labor. In periods of sustained inflation, it may be difficult to effectively control such increases to our costs and retain key personnel.

    Key Performance Indicators

    The key performance indicator used in managing our business is consolidated Adjusted EBITDA and segment Adjusted EBITDAR. Adjusted EBITDA is defined as earnings, or loss, for the Company, or where noted its reporting segments, before, in each case, interest expense, net of interest income, provision (benefit) for income taxes, depreciation and amortization, non-operating (income) expense, acquisition and other transaction related costs, share-based compensation and certain other gains or losses as well as, when presented for our reporting segments, an adjustment related to the allocation of corporate cost among segments. Segment Adjusted EBITDAR is Adjusted EBITDA (as defined above) for the Company’s reportable segments, plus rent expense associated with triple net operating leases for the real estate assets used in the operations of the Bally’s casinos.

    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. We use consolidated Adjusted EBITDA and segment Adjusted EBITDAR when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a more fulsome understanding of our core operating results and as a means to evaluate period-to-period performance. Also, we present consolidated Adjusted EBITDA and segment Adjusted EBITDAR because they are used by some investors and creditors as indicators of the strength and performance of ongoing business operations, including our ability to service debt, and to fund capital expenditures, acquisitions and operations. 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. 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 EBITDAR is defined as consolidated Adjusted EBITDA plus rent expense associated with triple net operating leases. Consolidated Adjusted EBITDAR is an additional metric used by analysts in valuing gaming companies subject to triple net leases since it eliminates the effects of variability in leasing methods and capital structures. This metric is included as supplemental disclosure because (i) we believe Consolidated Adjusted EBITDAR is used by gaming operator analysts and investors to determine the equity value of gaming operators and (ii) financial analysts refer to Consolidated Adjusted EBITDAR when valuing our business. We believe Consolidated Adjusted EBITDAR is useful for equity valuation purposes because (i) its calculation isolates the effects of financing real estate, and (ii) using a multiple of Consolidated Adjusted EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising from operating leases related to real estate.

    Consolidated Adjusted EBITDA and segment Adjusted EBITDAR should not be construed as alternatives to net income, as indicators of our performance. In addition, consolidated Adjusted EBITDA and segment Adjusted EBITDAR as used by us may not be defined in the same manner as other companies in our industry, and, as a result, may not be comparable to similarly titled financial measures of other companies. Consolidated Adjusted EBITDAR should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income, because it excludes the rent expense associated with our triple net operating leases for real estate assets used in the operations of our casino properties.

    48


    Second Quarter 2026 Results

    The following table presents, for the periods indicated, certain revenue and income items:
    SuccessorPredecessor
    (in millions)Three Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Period from February 8, 2025 to June 30, 2025Period from January 1, 2025 to February 7, 2025
    Total revenue$792.2 $657.5 $1,548.0 $1,026.2 $220.5 
    (Loss) income from operations(34.0)(2.4)57.6 (4.2)(20.8)
    Net loss(164.0)(228.4)(324.8)(193.9)(51.0)

    The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of total revenue:
    SuccessorPredecessor
    Three Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Period from February 8, 2025 to June 30, 2025Period from January 1, 2025 to February 7, 2025
    Total revenue100.0 %100.0 %100.0 %100.0 %100.0 %
    Gaming and non-gaming expenses50.5 %44.1 %48.9 %44.1 %47.4 %
    General and administrative42.2 %45.4 %42.0 %44.7 %51.9 %
    Gain on sale-leaseback— %— %(6.8)%— %— %
    Depreciation and amortization11.6 %10.9 %12.2 %11.6 %10.1 %
    Total operating costs and expenses104.3 %100.4 %96.3 %100.4 %109.4 %
    (Loss) income from operations(4.3)%(0.4)%3.7 %(0.4)%(9.4)%
    Other (expense) income:
    Interest expense, net(15.0)%(14.8)%(14.8)%(14.5)%(12.3)%
    Other non-operating (expense) income, net(3.1)%8.7 %(11.0)%4.7 %(1.1)%
    Total other expense, net(18.1)%(6.2)%(25.8)%(9.9)%(13.4)%
    Loss before income taxes(22.4)%(6.5)%(22.1)%(10.3)%(22.8)%
    (Benefit) provision for income taxes(1.7)%28.2 %(1.1)%8.6 %0.3 %
    Net loss(20.7)%(34.7)%(21.0)%(18.9)%(23.1)%
    __________________________________
    Note: Amounts in table may not subtotal due to rounding.

    Segment Performance

    In the fourth quarter of 2025, the Company updated its operating and reportable segments in connection with the Company’s acquisition of Intralot pursuant to the transaction agreement, dated as of July 18, 2025 (the “Intralot Transaction”). These changes were made to better align with the Company’s strategic growth initiatives and how its chief operating decision maker evaluates performance and allocates resources. Prior period reportable segment results and related disclosures have been conformed to reflect the Company’s current reportable segments.

    The following table sets forth certain financial information associated with results of operations:
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    SuccessorPredecessor
    (in thousands, except percentages)Three Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Period from February 8, 2025 to June 30, 2025Period from January 1, 2025 to February 7, 2025
    Revenue:
    Gaming
    Casinos & Resorts$311,393 $305,858 $612,091 $484,392 $95,984 
    Bally’s Intralot B2C242,856 195,860 481,988 303,596 74,849 
    North America Interactive53,765 55,913 104,790 83,422 14,934 
    Total Gaming revenue608,014 557,631 1,198,869 871,410 185,767 
    Non-gaming
    Casinos & Resorts89,624 87,475 168,654 135,792 28,315 
    Bally’s Intralot B2B79,488 7,046 153,444 11,929 3,720 
    Bally’s Intralot B2C625 3,160 1,431 3,291 416 
    North America Interactive12,299 589 21,730 637 2,007 
    Corporate & Other2,184 1,633 3,828 3,169 273 
    Total Non-gaming revenue184,220 99,903 349,087 154,818 34,731 
    Total revenue$792,234 $657,534 $1,547,956 $1,026,228 $220,498 
    Operating costs and expenses:
    Gaming
    Casinos & Resorts$120,554 $116,689 $237,109 $181,204 $37,637 
    Bally’s Intralot B2C146,008 87,920 254,059 132,357 33,335 
    North America Interactive49,745 37,427 100,001 61,998 17,022 
    Total Gaming expenses$316,307 $242,036 $591,169 $375,559 $87,994 
    Non-gaming
    Casinos & Resorts$46,462 $45,240 $90,197 $70,080 $16,240 
    Bally’s Intralot B2B34,829 — 68,007 — — 
    Bally’s Intralot B2C387 — 548 1,140 16 
    North America Interactive2,399 2,765 6,930 5,330 68 
    Corporate & Other— — — 564 202 
    Total Non-gaming expenses$84,077 $48,005 $165,682 $77,114 $16,526 
    General and administrative
    Casinos & Resorts$190,176 $172,451 $371,726 $264,456 $63,503 
    Bally’s Intralot B2B44,051 — 71,025 — — 
    Bally’s Intralot B2C47,784 37,072 95,138 57,195 16,818 
    North America Interactive10,861 14,439 23,770 17,468 5,512 
    Corporate & Other41,308 74,236 88,567 119,470 28,568 
    Total General and administrative$334,180 $298,198 $650,226 $458,589 $114,401 
    Margins:
    Gaming expenses as a percentage of Gaming revenue52 %43 %49 %43 %47 %
    Non-gaming expenses as a percentage of Non-gaming revenue46 %48 %47 %50 %48 %
    General and administrative as a percentage of Total revenue42 %45 %42 %45 %52 %
    50



    Total Revenue

    The following table sets forth certain financial information associated with revenue:
    SuccessorPredecessor
    (in thousands)Three Months Ended June 30, 2026Three Months Ended June 30, 2025Six Months Ended June 30, 2026Period from February 8, 2025 to June 30, 2025Period from January 1, 2025 to February 7, 2025
    Gaming$608,014 $557,631 $1,198,869 $871,410 $185,767 
    Hotel33,566 33,714 63,220 52,427 11,006 
    Food and beverage36,590 34,828 70,223 55,082 11,304 
    Technology Services62,055 — 120,960 — — 
    Licensing4,530 

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    Next expected filings

    • ~2026-11-16 10-Q expected by 2026-11-17 (in 46 days)
    • ~2027-05-22 10-Q expected by 2027-05-23 (in 233 days)
    • ~2027-08-18 10-Q expected by 2027-08-19 (in 321 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-09-14 8-K Material Agreement Entered; Material Financial Obligation; Other Events; Financial Statements and Exhibits
    • 2026-09-03 8-K Officer/Director Change; Other Events
    • 2026-08-14 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-08-14 10-Q Quarterly Report
    • 2026-08-05 8-K Material Agreement Entered; Financial Statements and Exhibits
    • 2026-06-11 8-K Material Agreement Entered; Financial Statements and Exhibits
    • 2026-05-28 S-8 Employee Benefit Plan Registration
    • 2026-05-18 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-05-18 10-Q Quarterly Report
    • 2026-05-08 DEFA14A Additional Proxy Materials
    • 2026-04-20 10-K/A Annual Report (Amended)
    • 2026-03-23 10-K Annual Report
    • 2026-03-16 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-02-17 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits
    • 2026-02-12 8-K Other Events; Financial Statements and Exhibits