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BUSINESS COMBINATIONS | 12 Months Ended
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Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Intralot Transaction As described in Note 1 “General Information”, the Company completed the Intralot Transaction on October 8, 2025, with the Company obtaining a controlling financial interest in Intralot and retaining control of Bally’s International Interactive. The transaction with Intralot was accounted for as a business combination in accordance with ASC 805, with the Company as the accounting acquirer. Intralot is a global gaming technology and services company that provides integrated lottery systems, sports betting solutions and interactive gaming platforms to state-licensed gaming operators worldwide. The Intralot Transaction expands the Company’s international gaming and technology footprint, enhances its digital and sports betting capabilities, and strengthens its position as a vertically integrated gaming and entertainment operator, which aligns with the Company’s broader strategic initiatives. The preliminary fair value of the transaction consideration for the Company’s 57.9% interest in Intralot as of the Closing Date was approximately $1.6 billion, which represents the fair value of Intralot shares issued to the Company plus the Company’s pre-existing investment in Intralot of approximately $280.6 million as of the Intralot Closing Date. As disclosed in Note 2, “Summary of Significant Accounting Policies,” the Company’s previous investment in Intralot was accounted for as an equity method investment under the fair value option and was adjusted to fair value immediately prior to closing of the transaction. The preliminary allocation of the purchase price is as follows:
As of October 8, 2025 |
(in thousands) | Preliminary as of December 31, 2025
Cash and cash equivalents | $2,054,955
Restricted cash | 41,341
Other current assets | 143,403
Property and equipment | 87,769
Right of use assets | 20,486
Intangible assets | 828,235
Other assets | 39,349
Total current liabilities | (150,097)
Lease liabilities | (18,211)
Long-term debt | (1,982,214)
Other long-term liabilities | (159,822)
Non-controlling interest | (1,063,664)
Goodwill | 1,763,226
Total fair value of net assets acquired | $1,604,756
The purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based upon their preliminary estimated fair values as of the acquisition date, with the excess of the purchase consideration over the aggregate net fair values recorded as goodwill, which is not deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include an organized workforce and expected synergies from future cost savings and revenue driven by the integration of Bally’s intellectual property into Intralot’s product offerings as well as cross selling product offerings of Intralot and Bally’s International Interactive into existing and new markets. Goodwill has been assigned to the segments expected to benefit from the transaction on a relative fair value basis, which includes $977.3 million and $785.9 million to the Bally's Intralot B2B and Bally's Intralot B2C segments, respectively. The Non-controlling interest was initially measured at its fair value based on the trading price of Intralot stock on the date of closing. Certain adjustments have been made to Intralot’s historical carrying values to conform accounting policies with the Company, including IFRS to US GAAP conversion adjustments, with any such adjustments recorded to equity. The Company recorded intangible assets based on estimates of fair value which consisted of the following:
|  | Valuation Approach |  | Estimated Useful Life (in years) |  | Estimated Fair Value
Developed technology |  | Relief from royalty method |  | 13 |  | $258,568
Intralot trade name |  | Relief from royalty method |  | 13 |  | 61,390
Customer relationships |  | Multi-period excess earnings method |  | 22 |  | 213,220
Backlog |  | Multi-period excess earnings method |  | 8 |  | 295,057
Total fair value of intangible assets |  |  |  |  |  | $828,235
The valuation of intangible assets was determined using an income approach methodology including the multi-period excess earnings m ethod and the relief from royalty method. Level 3 inputs used in estimating future cash flows included terminal growth rates of 3%, a royalty rate of 1.5% for the Intralot trade name and 15.0% for other acquired intangibles, discount rates between 7.5% and 8.5%, and operating cash flows. The projected future cash flows are discounted to present value using an appropriate discount rate. As of December 31, 2025 (Successor), the Company is in the process of completing its valuation of tangible and intangible assets and the allocation of the purchase price to net assets, including the allocation of goodwill to reporting units, which will be completed once the valuation process has been finalized. The Company incurred $40.5 million of transaction-related expenses for the period from February 8, 2025 to December 31, 2025 (Successor) in connection with the transaction primarily related to legal and professional fees, which have been included within “General and administrative” in the consolidate d statements of operations. Since the Acquisition Date, revenue and net loss of Intralot attributable to Bally’s of $98.2 million and $37.5 million, respectively, have been included within the accompanying consolidated statement of income for the period from February 8, 2025 to December 31, 2025 (Successor). Unaudited Pro Forma Financial Information The following unaudited pro forma financial information is presented to illustrate the estimated effects of the transaction as if the transaction had occurred on January 1, 2024:
| Year Ended December 31,
(in thousands) | 2025 |  | 2024
Pro forma revenue | $2,958,027 |  | $2,867,048
Pro forma net loss | $(720,051) |  | $(587,595)
The pro forma amounts include the historical operating results of the Company and Intralot prior to the acquisition, with adjustments directly attributable to the transaction including amortization expense of intangible assets, debt amortization expense and interest expenses. The unaudited pro forma financial information is not necessarily indicative of the results of operations that actually would have been achieved had the transaction been consummated as of the dates indicated, nor is it indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected realization of any synergies or cost savings associated with the transaction. Merger with Queen Casino & Entertainment, Inc. The Merger between the Company and Queen was accounted for as a transaction between entities under common control in accordance with ASC 805, in which the accounting acquirer (Parent and its affiliates) obtained control of the Company. As described in Note 2, “Summary of Significant Accounting Policies”, the Company has elected to push down its Parent’s basis in its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and recognized at their fair values as of the acquisition date and were combined with those of Queen at Queen’s historical carrying amounts and are presented on a combined basis. The following disclosures relate to the Company’s election to apply push down and show the effect of the change in control. The fair value of the Merger consideration was $955.6 million, which represents 52,364,192 total shares outstanding prior to the Merger multiplied by the Merger value of $18.25 per share. Immediately following the transaction, the Company repurchased 22,804,384 shares at a price of 18.25 for a total repurchase price of $416.2 million. The preliminary and final allocation of the purchase price is as follows:
| As of February 7, 2025
(in thousands) | Preliminary as of February 7, 2025 |  | Year to Date Adjustments |  | Final as of December 31, 2025
Cash and cash equivalents | $173,550 |  | $— |  | $173,550
Restricted cash | 57,352 |  | — |  | 57,352
Other current assets | 210,447 |  | — |  | 210,447
Property and equipment | 1,065,486 |  | (4,745) |  | 1,060,741
Right of use assets | 1,692,346 |  | 17,215 |  | 1,709,561
Goodwill | 1,555,354 |  | 55,838 |  | 1,611,192
Intangible assets | 1,866,963 |  | (47,542) |  | 1,819,421
Other assets | 131,457 |  | (10,570) |  | 120,887
Total current liabilities | (548,702) |  | (19,200) |  | (567,902)
Lease liabilities | (1,823,153) |  | (17,215) |  | (1,840,368)
Long-term debt | (2,914,688) |  | — |  | (2,914,688)
Other long-term liabilities | (510,765) |  | 26,219 |  | (484,546)
Net assets acquired | $955,647 |  | $— |  | $955,647
The purchase consideration has been allocated to the tangible and identifiable intangible assets and liabilities based upon their estimated fair values as of the acquisition date, with the excess of the purchase consideration over the aggregate net fair values recorded as goodwill, which is not deductible for tax purposes. Accounts receivable, other assets, current liabilities and inventories were stated at their historical carrying value, which approximates fair value given the short-term nature of these assets and liabilities. The estimate of fair value for property and equipment and owned real property was based on an assessment of the assets' condition as well as an evaluation of the current market value of such assets. The fair value of leasehold interests were estimated based on evaluating contractual rent payments relative to market rent giving consideration to the Company’s capitalization rates and rent coverage ratios, under the income method or by estimating the fee simple value and estimated rate of return, depending on the nature of the underlying leasehold interest. In connection with remeasuring the Company’s lease liabilities, unfavorable off-market components of $130.8 million were recognized as a decrease to the Company’s right of use assets, and will be amortized as a reduction of lease expense on a straight line basis over the remaining lease term. The Company recorded intangible assets based on estimates of fair value which consisted of the following:
|  | Valuation Approach |  | Estimated Useful Life (in years) |  | Estimated Fair Value
Gaming licenses |  | Greenfield/Replacement Cost method |  | 2-18 |  | $716,998
Customer relationships |  | Multi-Period Excess Earnings/ Replacement Cost method |  | 1-7 |  | 348,034
Developed technology |  | Relief from royalty method |  | 5 |  | 252,700
Trade names |  | Relief from royalty method |  | 12 |  | 74,600
Intellectual property license |  | Relief from royalty method |  | 7 |  | 141,000
Other amortizing intangibles |  | Various methods |  | 1-22 |  | 8,089
Indefinite lived trade name |  | Relief from royalty method |  | Indefinite |  | 278,000
Total fair value of intangible assets |  |  |  |  |  | $1,819,421
The valuation of intangible assets was determined using income approach methodologies including the Greenfield method, multi-period excess earnings method, relief from royalty method, and the replacement cost method. Level 3 inputs used in estimating future cash flows included terminal growth rates of 3%, royalty rates between 2% and 19%, discount rates between 11% and 15%, operating cash flows, estimated construction costs, and pre-opening expenses, among others. The projected future cash flows are discounted to present value using an appropriate discount rate. As of December 31, 2025 (Successor), the Company has finalized its valuation of tangible and intangible assets and the allocation of the purchase price to the assets acquired and liabilities assumed. The Company incurred $22.7 million, $11.2 million and $14.8 million of transaction-related expenses for the period from February 8, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to February 7, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor), respectively. Transaction-related expenses were incurred in connection with the Merger and are primarily related to legal and professional fees, which have been included within “General and administrative” in the consolidated statements of operations.

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