LEASES

3 Months Ended

Mar. 31, 2024

Operating Leases

The Company is committed under various operating lease agreements for real estate and property used in operations. Certain leases include various renewal options which are included in the lease term when the Company has determined it is reasonably certain of exercising the options. Certain of these leases include percentage rent payments based on property revenues and/or rent escalation provisions determined by increases in the consumer price index (“CPI”). These percentage rent and escalation provisions are treated as variable lease payments and recognized as lease expense in the period in which the obligation for those payments are incurred. Discount rates used to determine the present value of the lease payments are based on the Company’s incremental borrowing rate commensurate with the term of the lease.

The Company had total operating lease liabilities of $1.19 billion and $1.20 billion as of March 31, 2024 and December 31, 2023, respectively, and right of use assets of $1.14 billion and $1.16 billion as of March 31, 2024 and December 31, 2023, respectively, which were included in the condensed consolidated balance sheets.

GLPI Leases

As of March 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 are leased under the terms of a master lease agreement (the “Master Lease”) with GLPI. All GLPI leases are accounted for as operating leases within the provisions of ASC 842, Leases (“ASC 842”), over the lease term or until a re-assessment event occurs. 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 minimum 1% annual escalation or greater escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of March 31, 2024.

On January 3, 2023, the Company completed a transaction with GLP Capital, L.P., the operating partnership of GLPI, related to the land and real estate assets of Bally’s Tiverton and Hard Rock Biloxi for total consideration of $625.4 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. These properties were added to the Master Lease, increasing minimum annual payments by $48.5 million. During the three months ended March 31, 2023, the Company recorded a gain of $374.2 million representing the difference in the transaction price and the derecognition of assets. This gain is reflected as “Gain from sale-leaseback, net” in the condensed consolidated statements of operations.

In addition to the properties under the Master Lease explained above, the Company also entered into a lease with GLPI for the land associated with Tropicana Las Vegas. This lease has an initial term of 50 years (with a maximum term of 99 years with renewal options) at annual rent of $10.5 million, subject to minimum 1% annual escalation or greater escalation dependent on CPI. The renewal options are not reasonably certain of exercise as of March 31, 2024.

Components of lease expense, included within “General and administrative” in the condensed consolidated statements of operations, for operating leases during the three months ended March 31, 2024 and 2023 are as follows:


	Three Months Ended March 31,
(in thousands)	2024		2023
Operating leases:
Operating lease cost	$	37,331	$	36,819
Variable lease cost	2,786		2,470
Operating lease expense	40,117		39,289
Short-term lease expense	5,345		2,326
Total lease expense	$	45,462	$	41,615

Supplemental cash flow and other information related to operating leases for the three months ended March 31, 2024 and 2023 are as follows:


	Three Months Ended March 31,
(in thousands)	2024		2023
Cash paid for amounts included in the lease liability - operating cash flows from operating leases	$	31,549	$	31,777
Right of use assets obtained in exchange for operating lease liabilities	$	—	$	396,565


	March 31, 2024		December 31, 2023
Weighted average remaining lease term	17.5 years		17.6 years
Weighted average discount rate	7.5	%	7.5	%

As of March 31, 2024, future minimum lease payments under noncancelable operating leases are as follows:


(in thousands)	March 31, 2024
Remaining 2024	$	105,806
2025	142,729
2026	142,029
2027	136,813
2028	139,087
Thereafter	1,610,537
Total lease payments	2,277,001
Less: present value discount	(1,084,100)
Lease obligations	$	1,192,901

Future minimum lease payments disclosed in the table above include $87.7 million related to extension options that are reasonably certain of being exercised.

Financing Obligation

Bally’s Chicago Operating Company, LLC., an indirect wholly-owned subsidiary of the Company, entered into a ground lease for the land on which Bally’s Chicago will be built, which is accounted for as a financing obligation in accordance with ASC 470, Debt, as the transaction did not qualify as a sale under ASC 842. The lease commenced November 18, 2022 and has a 99-year term followed by ten separate 20-year renewals at the Company’s option.

The Company recorded land within “Property and equipment, net” of $200.0 million with a corresponding liability within ”Long-term portion of financing obligation” of $200.0 million on its condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023. All lease payments are recorded as interest expense and there is no reduction to the financing obligation over the lease term. Bally’s Chicago made cash payments, and recorded corresponding interest expense of $4.6 million and $4.3 million during the three months ended March 31, 2024 and 2023, respectively.

Lessor

The Company leases its hotel rooms to patrons and records the corresponding lessor revenue in “Non-gaming revenue” within our condensed consolidated statements of operations. The Company had lessor revenues related to the rental of hotel rooms of $41.1 million and $47.3 million for the three months ended March 31, 2024 and 2023, respectively. Hotel leasing arrangements vary in duration, but are short-term in nature.