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BUSINESS COMBINATIONS
 6 Months Ended
Jun. 30, 2026
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 Bally’s Intralot and retaining control of Bally’s International Interactive. The Intralot Transaction was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations (“ASC 805”), with the Company as the accounting acquirer.

The preliminary fair value of the transaction consideration for the Company’s interest in Bally’s Intralot as of the Intralot Closing Date, was approximately $1.6 billion, which represents the fair value of Bally’s Intralot shares issued to the Company plus the fair value of the Company’s pre-existing investment of approximately $280.6 million.
The preliminary allocation of the purchase price is as follows:
As of October 8, 2025
(in thousands)Preliminary as of December 31, 2025Year to Date AdjustmentsPreliminary as of June 30, 2026
Cash and cash equivalents$2,054,955 $— $2,054,955 
Restricted cash41,341 — 41,341 
Other current assets143,403 4,130 147,533 
Property and equipment87,769 (1,905)85,864 
Right of use assets20,486 — 20,486 
Intangible assets828,235 20,634 848,869 
Other assets39,349 — 39,349 
Total current liabilities(150,097)— (150,097)
Lease liabilities(18,211)— (18,211)
Long-term debt(1,982,214)— (1,982,214)
Other long-term liabilities(159,822)(4,469)(164,291)
Non-controlling interest(1,063,664)— (1,063,664)
Goodwill1,763,226 (18,390)1,744,836 
Total fair value of net assets acquired$1,604,756 $— $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 Bally’s Intralot’s product offerings as well as cross selling product offerings of Bally’s Intralot and Bally’s International Interactive into existing and new markets.

Goodwill of $964.5 million and $780.4 million has been assigned to the Company’s Bally’s Intralot B2B and Bally’s Intralot B2C reportable segments based on the expected benefit from the transaction on a relative fair value basis, respectively. The Non-controlling interest was initially measured at its fair value based on the trading price of Bally’s Intralot stock on Euronext Athens as of the Intralot Closing Date. Certain adjustments have been made to Bally’s Intralot’s historical carrying values to conform accounting policies with the Company, including IFRS to 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 (in thousands):
Valuation ApproachEstimated Useful Life (in years)Estimated Fair Value
Developed technologyRelief from royalty method13$258,568 
Bally’s Intralot trade nameRelief from royalty method1361,390 
Customer relationshipsMulti-period excess earnings method25219,748 
BacklogMulti-period excess earnings method8309,163 
Total fair value of intangible assets$848,869 

The valuation of intangible assets was determined using an income approach methodology including the multi-period excess earnings method 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 Bally’s 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 June 30, 2026 (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 $1.6 million and $8.2 million of transaction-related expenses during the three and six months ended June 30, 2026 (Successor), respectively, and $7.2 million of transaction-related expenses during the three months ended June 30, 2025 and the period from February 8, 2025 to June 30, 2025 (Successor), both in connection with the transaction primarily related to legal and professional fees, which have been included within “General and administrative” in the condensed consolidated statements of operations.

Revenue of Bally’s Intralot attributable to Bally’s of $92.8 million and $188.1 million and net loss of Bally’s Intralot attributable to Bally’s of $43.4 million and $75.1 million have been included within the accompanying condensed consolidated statement of income for the three and six months ended June 30, 2026 (Successor), respectively.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the Intralot Transaction as if the transaction had occurred on January 1, 2024:
(in thousands)Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Pro forma revenue$756,432 $1,446,660 
Pro forma net loss$(227,225)$(269,233)

The pro forma amounts include the historical operating results of the Company and Bally’s Intralot prior to the acquisition, with adjustments directly attributable to the Intralot 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 Intralot Transaction.