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GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended
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Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract] |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS 2025 Annual Impairment Assessment A s of October 1, 2025 (Successor), the Company performed its annual impairment assessment of goodwill and long lived assets for all reporting units and asset groups. Each individual property within the Casinos & Resorts operating segment is determined to be its own reporting unit and asset group. The reporting unit for the North America Interactive operating segment is the operating segment. The reporting units for the Bally's Intralot B2C and Bally's Intralot B2B operating segments are grouped at the geographical level. The Company performed a quantitative test of a reporting unit and a long lived asset group within its Bally's Intralot B2B operating segment due to declining projected cash flows in its licensing business. The carrying value of the reporting unit and asset group exceeded their respective fair values, resulting in an impairment charge of $181.6 million. The goodwill within the reporting unit was impaired by $72.5 million, and the fair value was determined through a discounted cash flow approach. The valuation utilized level 3 inputs including projected cash flows, a market-based weighted average cost of capital (“WACC”) of 25% and a long term growth rate of 2%. The long lived assets within the group consisted of a licensing asset, which was impaired by $109.1 million. The fair value of the asset group was determined using a relief from royalty method, which is a discounted cash flow approach and utilized level three inputs including projected cash flows, a royalty rate of 19%, a WACC of 23%, and the C om pany’s estimates for probability of continuing use of the licensing asset. For four indefinite lived gaming licenses in the Casinos & Resorts segment, the Company determined the useful life was no longer indefinite, and the useful life was updated to be finite lived. In accordance with ASC 350, upon re-assessing the assets as finite lived, an impairment test was performed. The Company valued the gaming licenses using the Greenfield Method under the income approach which estimates the fair value of the gaming license using a discounted cash flow model assuming the Company built a new casino with similar utility to that of the existing casino. Level 3 inputs to the valuation include estimating projected revenues and operating cash flows, including terminal growth rates of 2%, estimated construction costs, and pre- opening expenses and are discounted at a WACC of 10% for four licenses. The fair values of the four gaming licenses exceeded their respective carrying values and no impairment was recorded. For all other reporting units, indefinite lived intangible assets and long lived asset groups, the Company performed a qualitative analysis for the annual assessment of goodwill (commonly referred to as “Step Zero”). From a qualitative perspective, in evaluating whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, relevant events and circumstances are taken into account, with greater weight assigned to events and circumstances that most affect the fair value or the carrying amounts of its assets. Items that were considered included, but were not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial performance, and the most recent quantitative assessment performed for the reporting unit. After assessing these and other factors, the Company determined that it was more likely than not that the fair value of the reporting units subject to the qualitative assessment exceeded their carrying amounts as of October 1, 2025 (Successor). If future results vary significantly from current estimates and related projections, the Company may be required to record impairment charges. 2025 Interim Impairment During the fourth quarter of 2025, the UK announced an increase of the remote gaming duty tax from 21% to 40%, effective in April 2026. As a result of this announcement, the Company identified a triggering event to assess impairment at a reporting unit within its Bally's Intralot B2C operating segment and performed a quantitative test for impairment. The estimated fair value of the reporting unit was determined through a combination of a discounted cash flow model and market-based approach, which utilized inputs including future cash flow projections for the reporting units, terminal growth rates of 3%, and discount rates of 12.0%. The result of this assessment did not result in any impairment as fair value exceeded carrying value. If future results significantly vary from current estimates and related projections, the Company may be required to record impairment. 2024 Annual Impairment Assessment As of October 1, 2024 (Predecessor), the Company performed its annual impairment assessment of goodwill and long lived assets for all reporting units and asset groups. Each individual property within the Casinos & Resorts operating segment is determined to be its own reporting unit and asset group. The reporting units for the North America Interactive and Bally's Intralot B2C operating segments are the operating segments. The Company performed a quantitative test of goodwill for its Bally's Intralot B2C reporting unit and one reporting unit within the Casinos & Resorts operating segment and determined that the fair value of the reporting units exceeded their respective carrying amounts and thus, there was no impairment. The estimated fair value of the reporting units were determined through a combination of a discounted cash flow model and market-based approach, which utilized Level 3 inputs including future cash flow projections for the reporting units, terminal growth rates of 3% and discount rates of 15% and 11%. If future results significantly vary from current estimates and related projections, the Company may be required to record impairment charges. For the North America Interactive reporting unit and all other reporting units within the Casinos & Resorts segment with goodwill, the Company performed a qualitative analysis for the annual assessment of goodwill (commonly referred to as “Step Zero”). From a qualitative perspective, in evaluating whether it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, relevant events and circumstances are taken into account, with greater weight assigned to events and circumstances that most affect the fair value or the carrying amounts of its assets. Items that were considered included, but were not limited to, the following: macroeconomic conditions, industry and market conditions and overall financial performance, and the most recent quantitative assessment performed for the reporting unit. After assessing these and other factors, the Company determined that it was more likely than not that the fair value of the reporting units subject to the qualitative assessment exceeded their carrying amounts as of October 1, 2024 (Predecessor). If future results vary significantly from current estimates and related projections, the Company may be required to record impairment charges. For four indefinite lived gaming licenses in the Casinos & Resorts segment, the Company determined it had an indicator of impairment based on declines in actual or projected results compared to those projected when the gaming licenses were originally valued at acquisition. The Company valued the gaming licenses using the Greenfield Method under the income approach which estimates the fair value of the gaming license using a discounted cash flow model assuming the Company built a new casino with similar utility to that of the existing casino. Level 3 inputs to the valuation include estimating projected revenues and operating cash flows, including terminal growth rates between 2% and 3%, estimated construction costs, and pre- opening expenses and is discounted at a market-based WACC, which was between 10% and 11% for three licenses. The fair values of three of the four gaming licenses were below their respective carrying values and the Company recorded a combined impairment loss of $38.6 million. The fair value of the fourth gaming license exceeded its carrying value. For all other indefinite lived intangible assets, the Company performed a qualitative assessment of impairment and determined that it was more likely than not that the fair values of all assets exceed their carrying values as of October 1, 2024 (Predecessor). If future results vary significantly from current estimates and related projections, the Company may be required to record impairment charges. 2024 Interim Impairment During the fourth quarter of 2024 (Predecessor), the Company divested a component within the Bally's Intralot B2B operating segment (refer to Note 3 “Related Party Transactions” for further information). As a result of this divestiture, the Company allocated goodwill on a relative fair value basis to the divested component which also triggered the need for an interim impairment assessment. The Company estimated the fair value of the reporting units using both income and market-based approaches. Specifically, the Company applied the discounted cash flow (“DCF”) method under the income approach. The Company relied on the present value of expected future cash flows, including terminal value, utilizing a market-based WACC determined separately for the reporting unit as of the valuation date. The determination of fair value under the DCF method involved the use of significant Level 3 inputs and assumptions, including revenue growth rates driven by expected future activity, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates of 3%, and a discount rate of 16%. The fair value of the reporting unit exceeded its carrying value and thus no impairment was recorded. The Company allocated $20.7 million to the component that was divested, which was subsequently de-recognized. As a result of this divestiture, the Company identified a triggering event related to a long lived asset group within its Bally's Intralot B2B operating segment. The triggering event was the result of the expected future cash flows of the asset group being below the carrying value of the long lived assets and therefore, a quantitative impairment analysis was performed. The fair value of the intangible assets were determined using a relief from royalty method, which utilized Level 3 inputs and was exceeded by the carrying value, indicating an impairment. Inputs to the valuation included revenue projections derived from the intangible assets, a discount rate of 16% and royalty rates between 3% and 12%. As a result of the analysis, the Company recorded an aggregate $197.5 million impairment charge in its Bally's Intralot B2B operating segment. The Company allocated the loss first to intangible assets, in the amount of $125.9 million, and then the residual of $71.6 million to goodwill. These charges are recorded within “Impairment charges” in the consolidated statements of operations. T he change in carrying value of goodwill by reportable segment 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) is as follows:
(in thousands) | Casinos & Resorts(3)(4) |  | Bally's Intralot B2B |  | Bally's Intralot B2C |  | North America Interactive |  | Corporate & Other |  | Total
Goodwill as of December 31, 2023 (Predecessor)(1)(3) | $313,493 |  | $— |  | $1,586,590 |  | $35,720 |  | $— |  | $1,935,803
Goodwill from current year business combinations | — |  | — |  | 1,176 |  | — |  | — |  | 1,176
Effect of foreign exchange | — |  | (3,390) |  | (40,810) |  | (334) |  | — |  | (44,534)
Purchase accounting adjustments on prior year business combinations | (208) |  | — |  | — |  | — |  | — |  | (208)
Current year divestiture | — |  | — |  | (20,657) |  | — |  | — |  | (20,657)
Reporting unit re-allocation | — |  | 158,733 |  | (158,733) |  | — |  | — |  | —
Impairment charges | — |  | (71,636) |  | — |  | — |  | — |  | (71,636)
Goodwill as of December 31, 2024 (Predecessor)(1)(2)(4) | 313,285 |  | 83,707 |  | 1,367,566 |  | 35,386 |  | — |  | 1,799,944
Effect of foreign exchange | — |  | (97) |  | (11,171) |  | — |  | — |  | (11,268)
Goodwill as of February 7, 2025 (Predecessor)(1)(2)(4) | $313,285 |  | $83,610 |  | $1,356,395 |  | $35,386 |  | $— |  | $1,788,676
Goodwill as of February 8, 2025 (Successor) | 612,191 |  | 86,008 |  | 630,252 |  | 56,845 |  | 205,352 |  | 1,590,648
Goodwill from current period business combinations | — |  | 977,338 |  | 785,888 |  | — |  | — |  | 1,763,226
Current year measurement period adjustments | 7,922 |  | (21,219) |  | 20,875 |  | 324 |  | 47,936 |  | 55,838
Goodwill measurement period segment re-allocation | 21,942 |  | 11,416 |  | 235,834 |  | (57,169) |  | (212,023) |  | —
Impairment charges | — |  | (72,497) |  | — |  | — |  | — |  | (72,497)
Effect of foreign exchange | — |  | 13,133 |  | 82,545 |  | — |  | — |  | 95,678
Goodwill as of December 31, 2025 (Successor)(5)(6) | $642,055 |  | $994,179 |  | $1,755,394 |  | $— |  | $41,265 |  | $3,432,893
__________________________________ (1)Amounts are shown net of accumulated goodwill impairment charges of $5.4 million and $140.4 million for Casinos & Resorts and North America Interactive, respectively. (2)Amounts are shown net of accumulated goodwill impairment charges of $71.6 million for Bally's Intralot B2B. (3)As of December 31, 2023 (Predecessor), amounts shown include $50.4 million of goodwill associated with reporting units with negative carrying value. (4)As of February 7, 2025 (Predecessor) and December 31, 2024 (Predecessor), amounts shown include $59.2 million of goodwill associated with reporting units with negative carrying value. (5)As of December 31, 2025 (Successor), amounts shown include $115.8 million of goodwill associated with reporting units with negative carrying value. (6)Amounts are shown net of accumulated goodwill impairment charges of $73.3 million for Bally's Intralot B2B. The change in intangible assets, net 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) is as follows (in thousands):
Intangible assets, net as of December 31, 2023 (Predecessor) | $1,871,428
Derecognition of Commercial rights - Sinclair | (202,572)
Effect of foreign exchange | (24,871)
Impairment charges | (164,486)
Capitalized software | 48,392
Other intangibles acquired | 3,059
Intangible assets disposed | (2,074)
Less: Amortization of intangible assets | (221,533)
Intangible assets, net as of December 31, 2024 (Predecessor) | $1,307,343
Effect of foreign exchange | (3,662)
Capitalized software | 3,054
Less: Amortization of intangible assets | (14,765)
Intangible assets, net as of February 7, 2025 (Predecessor) | $1,291,970
Intangible assets, net as of February 8, 2025 (Successor) | $1,941,245
Additions from current year business combinations | 828,235
Measurement period adjustments | (47,542)
Impairment charges | (109,123)
Additions in current period(1) | 503,813
Capitalized software | 31,214
Effect of foreign exchange | 72,664
Less: Amortization of intangible assets | (219,523)
Intangible assets, net as of December 31, 2025 (Successor) | $3,000,983
__________________________________ (1)Amount includes $500.0 million acquisition of New York gaming license. Refer to Note 19 “Commitments and Contingencies” for further information. The Company’s identifiable intangible assets consist of the following:
| Weighted average remaining life (in years) |  | December 31, 2025 (Successor)
(in thousands, except years) |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net
Amortizable intangible assets: |  |  |  |  |  |  |
Gaming licenses | 14.4 |  | $1,279,780 |  | $(43,882) |  | $1,235,898
Customer relationships | 11.0 |  | 588,320 |  | (91,471) |  | 496,849
Developed technology | 8.7 |  | 535,530 |  | (53,724) |  | 481,806
Backlog | 7.8 |  | 297,551 |  | (8,554) |  | 288,997
Trade names | 11.8 |  | 144,801 |  | (8,628) |  | 136,173
Licensing asset | 6.1 |  | 34,902 |  | (1,384) |  | 33,518
Internally developed software | 4.1 |  | 31,214 |  | (1,351) |  | 29,863
Other | 9.6 |  | 25,412 |  | (5,533) |  | 19,879
Total amortizable intangible assets |  |  | 2,937,510 |  | (214,527) |  | 2,722,983
Intangible assets not subject to amortization: |  |  |  |  |  |  |
Trade names | Indefinite |  | 278,000 |  | — |  | 278,000
Total unamortizable intangible assets |  |  | 278,000 |  | — |  | 278,000
Total intangible assets, net |  |  | $3,215,510 |  | $(214,527) |  | $3,000,983
| Weighted average remaining life (in years) |  | December 31, 2024 (Predecessor)
(in thousands, except years) |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net
Amortizable intangible assets: |  |  |  |  |  |  |
Customer relationships | 4.1 |  | $660,005 |  | $(272,333) |  | $387,672
Developed technology | 5.1 |  | 210,712 |  | (70,073) |  | 140,639
Internally developed software | 3.7 |  | 105,284 |  | (26,791) |  | 78,493
Gaming licenses | 5.6 |  | 47,797 |  | (19,864) |  | 27,933
Trade names | 7.0 |  | 31,723 |  | (18,032) |  | 13,691
Hard Rock license | 22.5 |  | 8,000 |  | (2,545) |  | 5,455
Other | 9.6 |  | 11,473 |  | (4,918) |  | 6,555
Total amortizable intangible assets |  |  | 1,074,994 |  | (414,556) |  | 660,438
Intangible assets not subject to amortization: |  |  |  |  |  |  |
Gaming licenses | Indefinite |  | 546,908 |  | — |  | 546,908
Trade Names | Indefinite |  | 98,784 |  | — |  | 98,784
Other | Indefinite |  | 1,213 |  | — |  | 1,213
Total unamortizable intangible assets |  |  | 646,905 |  | — |  | 646,905
Total intangible assets, net |  |  | $1,721,899 |  | $(414,556) |  | $1,307,343
Amortization of intangible assets was approximately $219.5 million, $14.8 million, and $221.5 million 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. Refer to Note 7 “Business Combinations” for further information about the goodwill and intangible balances added from business combinations. Refer to Note 2 “Summary of Significant Accounting Policies” for intangible assets added through the Framework Agreement. The following table shows the remaining amortization expense associated with finite lived intangible assets as of December 31, 2025 (Successor):
(in thousands) |
2026 | $329,948
2027 | 328,863
2028 | 308,473
2029 | 237,569
2030 | 178,430
Thereafter | 1,339,700
| $2,722,983

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