Published: 2021-08-09 00:00:00 ET

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Nature of Business

Bally’s Corporation (the “Company”, “Bally’s”) is a U.S. full-service sports betting/iGaming company with physical casinos and online gaming solutions united under a single, prominent brand. The Company, through its wholly owned subsidiary Twin River Management Group, Inc. (“TRMG”), owns and manages the following properties:

Property by Segment

Location

Type

Built/Acquired

East

Twin River Casino Hotel

Lincoln, Rhode Island

Casino and Hotel

2007

Tiverton Casino Hotel

Tiverton, Rhode Island

Casino and Hotel

2018

Dover Downs Hotel & Casino (“Dover Downs”)

Dover, Delaware

Casino, Hotel and Raceway

2019

Bally’s Atlantic City

Atlantic City, New Jersey

Casino and Hotel

2020

Tropicana Evansville

Evansville, Indiana

Casino and Hotel

2021

West

Hard Rock Hotel & Casino (“Hard Rock Biloxi”)

Biloxi, Mississippi

Casino and Resort

2014

Casino Vicksburg

Vicksburg, Mississippi

Casino and Hotel

2020

Bally’s Kansas City Casino (“Bally’s Kansas City”)

Kansas City, Missouri

Casino

2020

Bally’s Black Hawk (1)

Black Hawk, Colorado

Three Casinos

2020

Eldorado Resort Casino Shreveport (“Shreveport”)

Shreveport, Louisiana

Casino and Hotel

2020

Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”)

Lake Tahoe, Nevada

Casino and Resort

2021

Jumer’s Casino & Hotel (“Jumer’s”)

Rock Island, Illinois

Casino and Hotel

2021

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Note - During the second quarter of 2021, the Company updated its reportable segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. Refer to Note 16 “Segment Reporting” for further information.

(1) Includes the recently rebranded Bally’s Black Hawk North Casino (previously Mardi Gras Casino), Bally’s Black Hawk West Casino (previously Golden Gates Casino) and Bally’s Black Hawk East Casino (previously Golden Gulch Casino).

In addition to the properties noted above, the Company also owns the Arapahoe Park racetrack and 13 off-track betting licenses (“Mile High USA”) in Aurora, Colorado.

Under Bally’s Interactive division, the Company owns and manages Bally’s Interactive, formerly Bet.Works, a U.S. based sports betting platform provider, Horses Mouth Limited (“SportCaller”), a leading Business-to-Business (“B2B”) free-to-play game provider for sports betting and media companies across North America, the UK, Europe, Asia, Australia, LATAM and Africa, Monkey Knife Fight (“MKF”), a North American gaming platform and daily fantasy sports operator, and the Association of Volleyball Professionals (“AVP”), a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States which was acquired July 12, 2021.

The Company’s common stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “BALY.”

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Acquisition of Gamesys Group, Plc.

On April 13, 2021, the Company announced the terms of a recommended offer to acquire all of the issued and to be issued ordinary share capital of Gamesys for a mixture of cash and shares of Bally’s common stock (the “Acquisition”). Gamesys is a leading international online gaming operator that provides entertainment to a global consumer base. Gamesys currently offers bingo and casino games to its players using brands that include Jackpotjoy, Virgin Games, Botemania, Vera&John, Heart Bingo, Megaways, Rainbow Riches Casino and Monopoly Casino, and focuses on building its diverse portfolio of distinctive and recognizable brands that deliver best-in-class player experience and gaming content. Under the terms of the Acquisition, Gamesys shareholders would have the option to receive, for each share of Gamesys, 1,850 pence in cash or shares of Bally’s common stock (at an exchange ratio of 0.343 for each Gamesys share) or a combination of both. Certain of Gamesys’ current shareholders holding 25.6% of Gamesys’ shares have agreed to receive shares of Bally’s common stock in the Acquisition. The maximum cash consideration payable to Gamesys shareholders, if only the former Gamesys founders and Gamesys executives elect to receive shares of Bally’s common stock, would be £1.6 billion.

It is intended that the Acquisition will be effected by means of a scheme of arrangement between Gamesys and its shareholders and was subject to approval by both the shareholders of Gamesys and Bally’s which was received in separate meetings held on June 30, 2021. The Acquisition is conditioned upon regulatory approvals and other customary closing conditions and is expected to close in the fourth quarter of 2021.

In order to manage the risk of appreciation of the GBP denominated purchase price and Gamesys debt, and additional debt held by Gamesys in Euros, the Company has entered into foreign exchange forward contracts. See Note 6 “Derivative Instruments” for further information.

The Company currently expects to finance the Acquisition and to refinance its and Gamesys’ debt through a combination of cash on hand, net proceeds from Bally’s April 2021 common stock offering, the proceeds of borrowings under new bank credit facilities, as well as the issuance of new bonds. The proceeds of the bond issuance, as well as a portion of the proceeds of the common stock offering will be escrowed to satisfy U.K. legal requirements relating to the Acquisition. Upon closing of the Acquisition, the escrowed amounts will be released and the Company will assume the role of issuer under the newly issued bonds and certain of the Company’s subsidiaries will guarantee the newly issued bonds. If the Acquisition is not completed, the escrowed amounts will be released from escrow and applied to redeem the bonds and the remaining amounts will be returned to the Company.

COVID-19 Pandemic

The COVID-19 pandemic has significantly impacted the Company’s business in a material manner. As of March 16, 2020, all of the Company’s properties at the time were temporarily closed as a result of the COVID-19 pandemic. The Company’s properties began to reopen in mid-2020 in some capacity and remained open for the rest of 2020, with the exception of Twin River Casino Hotel and Tiverton Casino Hotel, each of which closed again from November 29, 2020 through December 20, 2020. As of June 30, 2021, the Company’s properties have returned to full capacity with minimal restrictions. Although the Company is experiencing positive trends as a result of the reopening of its properties, the COVID-19 pandemic is ongoing and future developments, which are uncertain and cannot be predicted at this time, could have a material negative impact on operations.

Principles of Consolidation

The accompanying condensed consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation. The financial statements of our foreign subsidiary is translated into U.S. dollars using exchange rates in effect at period-end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from financial statement translations are reflected as a separate component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in net income (loss).

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The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of the SEC’s Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. There were no material changes in significant accounting policies from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

We have made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results that we experience may differ materially from our estimates.

Cash and Cash Equivalents and Restricted Cash

The Company considers all cash balances and highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.

As of June 30, 2021 and December 31, 2020, restricted cash was $677.8 million and $3.1 million, respectively. The balance at June 30, 2021 includes $667.9 million of cash proceeds from the equity issuances, noted above, and was classified as restricted for use in the Acquisition. In addition, restricted cash was comprised of video lottery terminal (“VLT”) and table games cash payable to the State of Rhode Island and certain cash accounts at other properties, which is unavailable for the Company’s use. The following table reconciles cash and restricted cash in the condensed consolidated balance sheets to the total shown on the condensed consolidated statements of cash flows.

			June 30,						December 31,
(in thousands)			2021						2020
Cash and cash equivalents			$	195,834					$	123,445
Restricted cash			677,849						3,110
Total cash and cash equivalents and restricted cash			$	873,683					$	126,555

Accounts Receivable, Net

Accounts receivable, net consists of the following:

			June 30,						December 31,
(in thousands)			2021						2020
Amounts due from Rhode Island and Delaware(1)			$	11,417					$	3,880
Gaming receivables			8,645						7,893
Non-gaming receivables			16,063						6,092
Accounts receivable			36,125						17,865
Less: Allowance for doubtful accounts			(3,288)						(3,067)
Accounts receivable, net			$	32,837					$	14,798

(1) Represents the Company’s share of VLT and table games revenue for Twin River Casino Hotel and Tiverton Casino Hotel due from the State of Rhode Island and from the State of Delaware for Dover Downs.

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Gain from insurance recoveries, net of losses

Gain from insurance recoveries, net of losses relate to losses incurred resulting from storms impacting the Company’s properties, net of insurance recovery proceeds. During the three and six months ended June 30, 2021, the Company recorded gain from insurance recoveries, net of losses of $0.6 million and $11.3 million, respectively, primarily attributable to insurance proceeds received due to the effects of Hurricane Zeta, which made landfall in Louisiana shutting down the Company’s Hard Rock Biloxi property for three days during the fourth quarter of 2020. During the three and six months ended June 30, 2020, we recorded a gain on insurance recoveries of $0.1 million and $1.0 million, respectively, related to proceeds received for a damaged roof at the Company’s Arapahoe Park racetrack.

Long-lived Assets

The Company reviews its long-lived assets, other than goodwill and intangible assets not subject to amortization, for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an asset is still under development, the analysis includes the remaining construction costs. Cash flows expected to be generated by the related assets are estimated over the assets’ useful lives based on updated projections. If the evaluation indicates that the carrying amount of an asset may not be recoverable, the potential impairment is measured based on a fair value discounted cash flow model. In connection with its rebranding initiatives, as decisions are made, it is possible that the Company could be required to record impairment charges which could be material. During the three months ended June 30, 2021, the Company recorded an impairment charge on certain of its intangible assets as a result of the Company’s rebranding. Refer to Note 5 “Goodwill and Intangible Assets” for further information.

Strategic Partnership - Sinclair Broadcast Group

On November 18, 2020, the Company and Sinclair Broadcast Group, Inc. (“Sinclair”) entered into a Framework Agreement (the “Sinclair Agreement”), which provides for a long-term strategic relationship between the Company and Sinclair combining Bally’s integrated, proprietary sports betting technology with Sinclair’s portfolio of local broadcast stations and live regional sports networks and its Tennis Channel, Stadium sports network and STIRR streaming service, whereby the Company received naming rights to the regional sports networks and certain integrations to network programming in exchange for annual fees paid in cash, the issuance of warrants and options, and an agreement to share in certain tax benefits resulting from the Sinclair Agreement with Sinclair (the “Tax Receivable Agreement”). The initial term of the Sinclair Agreement is ten years from April 1, 2021, which was the commencement date of the re-branded Sinclair regional sports networks, and can be renewed for one additional five-year term unless either the Company or Sinclair elect not to renew.

Naming Rights Intangible Asset - Under the terms of the Sinclair Agreement, the Company is required to pay annual naming rights fees to Sinclair for naming rights of the regional sports networks which escalate annually and total $88.0 million over the 10-year term of the agreement beginning April 1, 2021. The Company accounted for this transaction as an asset acquisition in accordance with the “Acquisition of Assets Rather Than a Business” subsections of Accounting Standards Codification (“ASC”) 805-50 using a cost accumulation model. The naming rights intangible asset represents the consideration transferred on the acquisition date comprised of the present value of annual naming rights fees, the fair value of the warrants and options and an estimate of the Tax Receivable Agreement payments, each explained below. The naming rights intangible asset was $333.6 million and $338.2 million as of June 30, 2021 and December 31, 2020, respectively. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks, and was $8.6 million for the three and six months ended June 30, 2021. Refer to Note 5 “Goodwill and Intangible Assets” for further information.

Naming Rights Fees - The present value of the annual naming rights fees was recorded as part of the cost of the naming rights intangible asset with a corresponding liability which will be accreted through interest expense over the life of the agreement. The total value of the liability as of June 30, 2021 and December 31, 2020 was $57.7 million and $56.6 million, respectively. The short-term portion of the liability, which was $2.0 million as of June 30, 2021 and December 31, 2020, is recorded within “Accrued liabilities” and the long-term portion of the liability, which was $55.7 million and $54.6 million as of June 30, 2021 and December 31 2010, respectively, is recorded within “Naming rights liabilities” in the condensed consolidated balance sheets. Accretion expense for the three and six months ended June 30, 2021 was $1.1 million and $2.1 million respectively, and was reported in “Interest expense, net of amounts capitalized” in the condensed consolidated statements of operations.

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Warrants and Options - The Company issued to Sinclair (i) an immediately exercisable warrant to purchase up to 4,915,726 shares of the Company at an exercise price of $0.01 per share (“the Penny Warrants”), (ii) a warrant to purchase up to a maximum of 3,279,337 additional shares of the Company at a price of $0.01 per share subject to the achievement of various performance metrics (the “Performance Warrants”), and (iii) an option to purchase up to 1,639,669 additional shares in four tranches with purchase prices ranging from $30.00 to $45.00 per share, exercisable over a seven-year period beginning on the fourth anniversary of the November 18, 2020 closing (the “Options”). The exercise and purchase prices and the number of shares issuable upon exercise of the warrants and options are subject to customary anti-dilution adjustments. The issuance pursuant to the warrants and options of shares in excess of 19.9% of the Company’s currently outstanding shares was subject to the approval of the Company’s stockholders in accordance with the rules of the New York Stock Exchange (“NYSE”), which was obtained on January 27, 2021.

Penny Warrants. The Penny Warrants were determined to be an equity classified instrument because they are indexed to the Company’s own stock and met the conditions to be classified in equity under ASC 815, Derivatives and Hedging, including sufficient available shares for the Company to settle the exercise of the warrants in shares. The fair value of the Penny Warrants approximates the fair value of the underlying shares and was $150.4 million on November 18, 2020 at issuance, and was recorded to “Additional paid-in-capital” in the condensed consolidated balance sheets, with an offset to the naming rights intangible asset.

Performance Warrants. The Performance Warrants are accounted for as a derivative liability because the underlying performance metrics represent an adjustment to the settlement amount that is not indexed to the Company’s own stock and thus equity classification is precluded under ASC 815. The fair value as of June 30, 2020 and December 31, 2020 was $94.9 million and $88.1 million, respectively, and is recorded within “Naming Rights liabilities” of the condensed consolidated balance sheets. Refer to Note 6 “Derivative Instruments” for further information.

Options. As of December 31, 2020, the Options were accounted for as a derivative liability because the Options could have been required to be settled in cash, outside the Company’s control, prior to formal stockholder approval. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity, at which point, the Options were adjusted to fair value and reclassified from “Naming rights liabilities” to “Additional paid-in-capital” in the condensed consolidated balance sheet. Refer to Note 6 “Derivative Instruments” for further information.

The fair value of the Options as of December 31, 2020 was $58.2 million. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity, at which point, the Options were adjusted to fair value and $59.7 million was reclassified from “Naming rights liabilities” to “Additional paid-in-capital” in the condensed consolidated balance sheet. The increase in fair value of the Options from December 31, 2020 through January 27, 2021 was $1.5 million and resulted in a mark to market loss in the first quarter of 2021, reported in “Change in value of naming rights liabilities” in the condensed consolidated statements of operations.

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Recently Issued Accounting Pronouncements

Standards implemented

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments–Credit Losses (Topic 326)–Measurement of Credit Losses on Financial Instruments (“ASC 326”). This standard amends several aspects of the measurement of credit losses on financial instruments, including trade receivables. The standard replaces the existing incurred credit loss model with the Current Expected Credit Losses (“CECL”) model and amends certain aspects of accounting for purchased financial assets with deterioration in credit quality since origination. Under CECL, the allowance for losses for financial assets that are measured at amortized cost reflects management’s estimate of credit losses over the remaining expected life of the financial assets, based on historical experience, current conditions and forecasts that affect the collectability of the reported amount. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments–Credit Losses, to clarify that receivables arising from operating leases are not within the scope of ASC 326 and should instead, be accounted for in accordance with ASC 842, Leases. The standard is effective for annual and interim periods beginning after December 15, 2019. Adoption is through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (a modified-retrospective approach). The Company adopted this ASU in the first quarter of 2020 and recorded a $58,000 adjustment to retained earnings as of January 1, 2020.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820)–Disclosure Framework–Changes to the Disclosure Requirements for Fair Value Measurement, which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this ASU in the first quarter of 2020, with no impact to its condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Compensation–Retirement Benefits–Defined Benefit Plans–General. This amendment improves disclosures over defined benefit plans and is effective for interim and annual periods ending after December 15, 2020, with early adoption permitted. The Company’s adoption of this ASU in the first quarter of 2021 did not have a material impact to its condensed consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740)–Simplifying the Accounting for Income Taxes. This amendment serves to simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendment also improves the consistent application of ASC Topic 740 by clarifying and amending existing guidance. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted. The Company’s adoption of this ASU in the first quarter of 2021, did not have a material impact to its condensed consolidated financial statements.

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The Company accounts for revenue earned from contracts with customers under ASC 606, Revenue from Contracts with Customers. The Company generates revenue from five principal sources: gaming services, hotel, racing, food and beverage and other.

Gaming revenue includes the share of VLT revenue for Twin River Casino Hotel and Tiverton Casino Hotel, in each case, as determined by each property’s respective master VLT contracts with the State of Rhode Island. Twin River Casino Hotel is entitled to a 28.85% share of VLT revenue on the initial 3,002 units and a 26.00% share of VLT revenue generated from units in excess of 3,002 units. Tiverton Casino Hotel is entitled to receive a percentage of VLT revenue that is equivalent to the percentage received by Twin River Casino Hotel. Gaming revenue also includes Twin River Casino Hotel’s and Tiverton Casino Hotel’s share of table games revenue. Twin River Casino Hotel and Tiverton Casino Hotel each were entitled to an 83.5% share of table games revenue generated as of June 30, 2021 and 2020. Revenue is recognized when the wager is complete, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company records revenue from its Rhode Island operations on a net basis which is the percentage share of VLT and table games revenue received as the Company acts as an agent in operating the gaming services on behalf of the State of Rhode Island.

Gaming revenue also includes Dover Downs’ share of revenue as determined under the Delaware State Lottery Code from the date of its acquisition. Dover Downs is authorized to conduct video lottery, sports wagering, table game and internet gaming operations as one of three “Licensed Agents” under the Delaware State Lottery Code. Licensing, administration and control of gaming operations in Delaware is under the Delaware State Lottery Office and Delaware’s Department of Safety and Homeland Security, Division of Gaming Enforcement. As of June 30, 2021 and 2020, Dover Downs was entitled to an approximately 42% share of VLT revenue and an 80% share of table games revenue. Revenue is recognized when the wager is complete, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company records revenue from its Delaware operations on a net basis, which is the percentage share of VLT and table games revenue received, as the Company acts as an agent in operating the gaming services on behalf of the State of Delaware.

Gaming revenue also includes the casino revenue of Hard Rock Biloxi, Bally’s Black Hawk, beginning January 23, 2020, Bally’s Kansas City and Casino Vicksburg, beginning July 1, 2020, Bally’s Atlantic City, beginning November 18, 2020, Shreveport, beginning December 23, 2020, Bally’s Lake Tahoe, beginning April 6, 2021, Tropicana Evansville, beginning June 3, 2021, and Jumer’s, beginning June 14, 2021, which is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for chips outstanding and “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of credits played, are charged to revenue as the amount of the progressive jackpots increase.

Gaming services contracts have two performance obligations for those customers earning incentives under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the consolidated financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program contract liability based on the stand-alone selling price of the incentive earned for a hotel room stay, food and beverage or other amenity. The estimated standalone selling price of hotel rooms is determined based on observable prices. The standalone selling price of food and beverage, and other miscellaneous goods and services is determined based upon the actual retail prices charged to customers for those items. The performance obligations for the incentives earned under the loyalty programs are deferred and recognized as revenue when the customer redeems the incentive. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately.

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The estimated retail value related to goods and services provided to guests without charge or upon redemption under the Company’s player loyalty programs included in departmental revenues, and therefore reducing gaming revenues, are as follows for the three and six months ended June 30, 2021 and 2020:

			Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)			2021						2020						2021						2020
Hotel			$	12,494					$	1,162					$	19,403					$	5,748
Food and beverage			15,380						1,074						25,829						8,907
Other			1,459						32						2,410						1,806
			$	29,333					$	2,268					$	47,642					$	16,461

During 2020, the Company entered into several multi-year agreements with third-party operators for online sports betting and iGaming market access in the states of Colorado and New Jersey from which the Company has received or expects to receive one-time, up front market access fees in cash or equity securities (specific to one operator agreement) and certain other fees in cash generally based on a percentage of the gross gaming revenue generated by the operator, with certain annual minimum guarantees due to the Company. The one-time market access fees received have been recorded as deferred revenue and will be recognized as gaming revenue ratably over the respective contract terms, beginning with the commencement of operations of each respective agreement. The Company recognized commissions in certain states from online sports betting and iGaming which are included in gaming revenue for the six months ended June 30, 2021. Deferred revenue associated with third-party operators for online sports betting and iGaming market access was $5.7 million as of June 30, 2021 and is included in “Accrued liabilities” and “Other long-term liabilities” in the condensed consolidated balance sheets.

Racing revenue includes Twin River Casino Hotel’s, Tiverton Casino Hotel’s, Mile High USA’s and Dover Downs’ share of wagering from live racing and the import of simulcast signals. Racing revenue is recognized when the wager is complete based on an established take-out percentage. The Company functions as an agent to the pari-mutuel pool. Therefore, fees and obligations related to the Company’s share of purse funding, simulcasting fees, tote fees, pari-mutuel taxes, and other fees directly related to the Company’s racing operations are reported on a net basis and included as a deduction to racing revenue.

Hotel revenue is recognized at the time of occupancy, which is when the customer obtains control through occupancy of the room. Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met.

Food and beverage revenue are recognized at the time the goods are sold from Company-operated outlets.

All other revenues, including B2B service revenue generated by the Bally’s Interactive operating segment, are recognized at the time the goods are sold or the service is provided.

Sales tax and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in revenue or operating expenses.

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In the second quarter of 2021, the Company changed its reportable segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. Refer to Note 16 “Segment Reporting” for further information. The following tables provide a disaggregation of revenue by segment:

(in thousands)			East						West												Other						Total
Three Months Ended June 30, 2021
Gaming			$	100,477					$	104,020											$	791					$	205,288
Racing			374						—												1,828						2,202
Hotel			11,238						11,077												—						22,315
Food and beverage			13,543						9,825												14						23,382
Other			6,817						2,948												4,781						14,546
Total revenue			$	132,449					$	127,870											$	7,414					$	267,733
Three Months Ended June 30, 2020
Gaming			$	9,199					$	14,568											$	—					$	23,767
Racing			(92)						—												268						176
Hotel			247						1,868												—						2,115
Food and beverage			369						1,301												—						1,670
Other			695						457												44						1,196
Total revenue			$	10,418					$	18,194											$	312					$	28,924
Six Months Ended June 30, 2021
Gaming			$	177,152					$	180,254											$	791					$	358,197
Racing			1,390						—												3,181						4,571
Hotel			17,930						17,444												—						35,374
Food and beverage			23,070						15,786												26						38,882
Other			11,941						5,103												5,931						22,975
Total revenue			$	231,483					$	218,587											$	9,929					$	459,999
Six Months Ended June 30, 2020
Gaming			$	64,529					$	35,074											$	—					$	99,603
Racing			1,047						—												2,086						3,133
Hotel			4,064						5,697												—						9,761
Food and beverage			11,295						5,691												—						16,986
Other			6,848						1,677												64						8,589
Total revenue			$	87,783					$	48,139											$	2,150					$	138,072

Revenue included in operations from SportCaller from the date of its acquisition, February 5, 2021, MKF from the date of its acquisition, March 23, 2021, and Bally’s Interactive from the date of its acquisition, May 28, 2021, each through June 30, 2021 are reported in “Other.” Revenue included in operations from Bally’s Lake Tahoe from the date of acquisition, April 6, 2021, and Jumer’s from the date of its acquisition, June 14, 2021, through June 30, 2021, are reported in “West.” Revenue included in operations from Tropicana Evansville from the date of its acquisition, June 3, 2021, through June 30, 2021, is reported in “East.” Refer to Note 4. “Acquisitions” for further information.

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The Company’s receivables related to contracts with customers are primarily comprised of marker balances and other amounts due from gaming activities, amounts due for hotel stays, and amounts due from tracks and off track betting (“OTB”) locations. The Company’s receivables related to contracts with customers were $21.1 million and $12.0 million as of June 30, 2021 and December 31, 2020, respectively. The Company has the following liabilities related to contracts with customers: liabilities for loyalty programs, deposits made in advance for goods and services yet to be provided, and unpaid wagers. All of the contract liabilities are short-term in nature. Loyalty program incentives earned by customers are typically redeemed within one year from when they are earned and expire if a customer’s account is inactive for more than 12 months; therefore, the majority of these incentives outstanding at the end of a period will either be redeemed or expire within the next 12 months. Certain properties extended pre-COVID-19 tier statuses and/or extended earnings dates for tiered status programs. Additionally, certain properties temporarily suspended periodic purges of unused loyalty points. The Company’s contract liabilities related to loyalty programs were $22.0 million and $15.5 million as of June 30, 2021 and December 31, 2020, respectively, and are included as “Accrued liabilities” in the condensed consolidated balance sheets. The Company recognized $9.4 million and $0.3 million of revenue related to loyalty program redemptions for the three months ended June 30, 2021 and 2020, respectively, and $12.2 million and $2.4 million for the six months ended June 30, 2021 and 2020.

Advance deposits are typically for future banquet events and to reserve hotel rooms. These deposits are usually received weeks or months in advance of the event or hotel stay. The Company’s contract liabilities related to deposits from customers were $2.3 million and $1.0 million as of June 30, 2021 and December 31, 2020, respectively, and are included as “Accrued liabilities” in the condensed consolidated balance sheets.

Unpaid wagers include unpaid pari-mutuel tickets and unpaid sports bet tickets. Unpaid pari-mutuel tickets not claimed within 12 months by the customer who earned them are escheated to the state. The Company’s contract liabilities related to unpaid wagers were $4.4 million and $0.9 million as of June 30, 2021 and December 31, 2020, respectively, and are included as “Accrued liabilities” in the condensed consolidated balance sheets.

Recent Acquisitions

The Company accounted for all of the following recent acquisitions as business combinations using the acquisition method with Bally’s as the accounting acquirer in accordance with ASC 805. Under this method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed of the acquiree based upon their estimated fair values at the acquisition date. The fair value of the identifiable intangible assets acquired are determined by using an income approach. Significant assumptions utilized in the income approach are based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The purchase price allocation for the acquisitions of Bally’s Atlantic City, Shreveport, Bally’s Lake Tahoe, Tropicana Evansville, Jumer’s, SportCaller, Monkey Knife Fight and Bally’s Interactive, are preliminary and will be finalized when valuations are complete and final assessments of the fair value of other acquired assets and assumed liabilities are completed. There can be no assurance that such finalizations will not result in material changes from the preliminary purchase price allocations. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible assets acquired and liabilities assumed.

The Company recorded transaction costs related to its recent and pending acquisitions of $18.4 million and $30.7 million during the three and six months ended June 30, 2021, respectively, and $2.5 million and $4.2 million during the three and six months ended June 30, 2020, respectively. These costs are included in “Acquisition, integration and restructuring” in the condensed consolidated statements of operations. Refer to Note 9 “Acquisition, Integration and Restructuring” for further information.

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Bally’s Kansas City and Casino Vicksburg

On July 1, 2020, the Company completed its acquisition of the operations and real estate of Bally’s Kansas City and Casino Vicksburg from affiliates of Caesars Entertainment, Inc. (“Caesars”). The total consideration paid by the Company in connection with the acquisition was approximately $229.9 million, or $225.5 million net of cash acquired, excluding transaction costs.

The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed as of July 1, 2020 in connection with the acquisitions:

			As of July 1, 2020
(in thousands)			Preliminary as of December 31, 2020						Year to Date Adjustments						Final as of June 30, 2021
Cash and cash equivalents			$	4,362					$	—					$	4,362
Accounts receivable, net			582						—						582
Inventory			164						—						164
Prepaid expenses and other current assets			686						(256)						430
Property and equipment, net			60,865						—						60,865
Right of use asset			10,315						—						10,315
Intangible assets, net			138,160						—						138,160
Other assets			117						—						117
Goodwill			53,896						380						54,276
Accounts payable			(614)						—						(614)
Accrued liabilities			(3,912)						(236)						(4,148)
Lease liability			(34,452)						—						(34,452)
Other long-term liabilities			(306)						112						(194)
Total purchase price			$	229,863					$	—					$	229,863

Revenue included in operations from Bally’s Kansas City and Casino Vicksburg for the three and six months ended June 30, 2021 was $33.1 million and $60.5 million, respectively. Net income included in operations from Bally’s Kansas City and Casino Vicksburg for the three and six months ended June 30, 2021 was $7.1 million and $12.6 million, respectively.

Bally’s Atlantic City

On November 18, 2020, the Company completed its acquisition of Bally’s Atlantic City from Caesars and paid cash of approximately $24.7 million at closing, or $16.1 million net of cash acquired, excluding transaction costs. The Company recorded a liability of $2.0 million related to a net working capital adjustment which was reflected in “Accrued liabilities” in the condensed consolidated balance sheets as of December 31, 2020. The amount was paid in full during the first quarter of 2021.

In connection with the approval of the Company’s interim gaming license in the state of New Jersey, the Company committed to the New Jersey Casino Control Commission to spend $90.0 million, increased to $100.0 million in the second quarter of 2021, in capital expenditures over a span of five years to refurbish and upgrade the property’s facilities and expand its amenities. In connection with this commitment, the Company reached an agreement with Caesars, whereby Caesars would reimburse the Company for $30.0 million of the capital expenditure commitment by December 31, 2021. This commitment was accounted for as a contingent consideration asset under ASC 805 and was recognized at its present value as of the acquisition date, which was determined to be $27.7 million, as it represents consideration due back from the seller in connection with a business combination, and is included in “Prepaid expenses and other assets” in the condensed consolidated balance sheets. This contingent consideration asset resulted in an adjusted purchase price of $(0.9) million.

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The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Atlantic City on November 18, 2020:

(in thousands)															Preliminary as of June 30, 2021
Cash and cash equivalents															$	8,651
Accounts receivable, net															1,122
Inventory															721
Prepaid expenses and other current assets															1,402
Property and equipment, net															40,898
Intangible assets, net															1,120
Accounts payable															(3,131)
Accrued liabilities															(7,983)
Deferred income tax liabilities															(11,132)
Net assets acquired															31,668
Bargain purchase gain															(32,595)
Total purchase price															$	(927)

The identifiable intangible assets recorded in connection with the closing of the Bally’s Atlantic City acquisition based on preliminary valuations include rated player relationships of $0.9 million and hotel and conference pre-bookings of $0.2 million, which are being amortized on a straight-line basis over estimated useful lives of approximately eight years and three years, respectively. The Company determined that the value of the intangible asset related to gaming licenses was de minimis, primarily due to the previously mentioned capital expenditure commitment required to obtain the licenses. The preliminary fair value of the identifiable intangible assets acquired was determined by using a cost approach and an income approach for the rater player relationships and pre-bookings, respectively.

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $32.6 million was recorded during the fourth quarter ended December 31, 2020. The Company believes that it was able to acquire the net assets of Bally’s Atlantic City for less than fair value as a result of a capital expenditure requirement imposed on the Company by the New Jersey Casino Control Commission, which would have been imposed on the seller had they not divested the property.

Revenue included in operations from Bally’s Atlantic City for the three and six months ended June 30, 2021 was $35.9 million and $61.6 million, respectively.

Eldorado Resort Casino Shreveport

On December 23, 2020, the Company completed its acquisition of Eldorado Resort Casino Shreveport in Shreveport, Louisiana (“Shreveport”) for a total purchase price of approximately $137.2 million. Cash paid by the Company at closing, net of $5.0 million of cash acquired and offset by a receivable of $0.8 million resulting from a networking capital adjustment, was $133.1 million, excluding transaction costs.

The identifiable intangible assets recorded in connection with the closing of the Shreveport acquisition based on preliminary valuations include gaming licenses of $57.7 million with an indefinite life and rated player relationships of $0.4 million, which is being amortized on a straight-line basis over estimated useful lives of approximately eight years. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

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The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Shreveport on December 23, 2020. There were no purchase accounting adjustments recorded during the six months ended June 30, 2021.

(in thousands)															Preliminary as of June 30, 2021
Cash and cash equivalents															$	4,980
Accounts receivable, net															1,936
Inventory															495
Prepaid expenses and other current assets															245
Property and equipment, net															125,822
Right of use assets															9,260
Intangible assets, net															58,140
Other assets															403
Accounts payable and Accrued liabilities															(6,138)
Lease liability															(14,540)
Deferred tax liability															(11,457)
Other long-term liabilities															(680)
Net assets acquired															168,466
Bargain purchase gain															(31,276)
Total purchase price															$	137,190

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $31.3 million was recorded during the fourth quarter of 2020. The Company believes that it was able to acquire the net assets of Shreveport for less than fair value as a result of a distressed sale whereby Eldorado was required by the Federal Trade Commission to divest the Shreveport property prior to its merger with Caesars coupled with the timing of the agreement to purchase which was in the middle of COVID-19 related shutdowns of casinos in the United States.

Revenue included in operations from Shreveport for the three and six months ended June 30, 2021 was $36.4 million and $61.9 million, respectively. Net income included in operations from Shreveport for the three and six months ended June 30, 2021 was $7.6 million and $12.5 million, respectively.

Bally’s Lake Tahoe Casino Resort

On April 6, 2021, the Company acquired Bally’s Lake Tahoe Casino Resort (“Bally’s Lake Tahoe”), formally MontBleu Resort Casino & Spa, in Lake Tahoe, Nevada from Eldorado and certain of its affiliates for $14.2 million, payable one year from the closing date and subject to customary post-closing adjustments. The deferred purchase price is included within “Accrued liabilities” of the condensed consolidated balance sheet.

The identifiable intangible assets recorded in connection with the closing of the Bally’s Lake Tahoe acquisition based on preliminary valuations include gaming licenses of $5.2 million with an indefinite life and a tradename of $0.2 million, which is being amortized on a straight-line basis over its estimated useful life of approximately six months. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

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The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Lake Tahoe on April 6, 2021:

(in thousands)			Preliminary as of June 30, 2021
Total current assets			$	5,089
Property and equipment, net			6,361
Right of use assets, net			57,017
Intangible assets, net			5,430
Accounts payable and Accrued liabilities			(3,095)
Lease liability			(52,927)
Other long-term liabilities			(1,127)
Net assets acquired			16,748
Bargain purchase gain			(2,576)
Total purchase price			$	14,172

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $2.6 million was recorded during the second quarter ended June 30, 2021. The original agreement to acquire Bally’s Lake Tahoe from Eldorado was made concurrently with the agreement of Shreveport and the Company believes that it was able to acquire Bally’s Lake Tahoe for less than fair value as a result of a distressed sale prior to Eldorado’s merger by Caesars, as noted above.

Revenue and net income included in operations from Bally’s Lake Tahoe for the three and six months ended June 30, 2021 was $9.7 million and $0.5 million, respectively.

Tropicana Evansville

On June 3, 2021, the Company completed the acquisition of the Tropicana Evansville casino operations from Caesars. The total purchase price was $139.2 million, subject to customary adjustments. Cash paid by the Company at closing, net of $9.4 million cash acquired and offset by a payable of $1.7 million resulting from a net working capital adjustment, was $128.1 million, excluding transaction costs.

In connection with the acquisition of the Tropicana Evansville casino operations, the Company entered into a sale-leaseback arrangement with an affiliate of Gaming & Leisure Properties, Inc. (“GLPI”) for the Dover Downs property. Refer to Note 11 “Leases” for further information.

The identifiable intangible assets recorded in connection with the closing of the Tropicana Evansville acquisition based on preliminary valuations include gaming licenses of $153.6 million with an indefinite life and rated player relationships of $0.6 million which is being amortized on a straight-line basis over an estimated useful life of approximately eight years. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

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The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Tropicana Evansville on June 3, 2021:

(in thousands)			Preliminary as of June 30, 2021
Cash and cash equivalents			$	9,355
Accounts receivable, net			1,492
Inventory and Prepaid expenses and other current assets			1,212
Property and equipment, net			12,325
Right of use assets, net			285,772
Intangible assets, net			154,210
Other assets			468
Accounts payable and accrued liabilities			(10,568)
Lease liability			(285,772)
Deferred tax liability			(7,469)
Other long-term liabilities			(310)
Net assets acquired			160,715
Bargain purchase gain			(21,537)
Total purchase price			$	139,178

Based on the preliminary purchase price allocation, the fair value of the assets acquired and liabilities assumed exceed the purchase price consideration and therefore, a bargain purchase gain of $21.5 million was recorded during the second quarter ended June 30, 2021. The Company believes it was able to acquire Tropicana Evansville for less than fair value as a result of a distressed sale prior to Eldorado’s merger with Caesars, as noted above.

Revenue and net income included in operations from Tropicana Evansville for the three and six months ended June 30, 2021 was $11.7 million and $0.8 million, respectively.

Jumer’s Casino & Hotel

On June 14, 2021, the Company completed its acquisition of Jumer’s in Rock Island, Illinois. Pursuant to the terms of the Equity Purchase Agreement, the Company has acquired all of the outstanding equity securities of The Rock Island Boatworks, Inc., for a purchase price of $119.2 million in cash, subject to customary post-closing adjustments. Cash paid by the Company at closing, net of $3.2 million cash acquired, the $4.0 million deposit paid in the third quarter of 2020 and offset by a receivable of $0.3 million resulting from a networking capital adjustment, was $112.3 million, excluding transaction costs.

The identifiable intangible assets recorded in connection with the closing of the Jumer’s acquisition based on preliminary valuations include gaming licenses of $30.3 million with an indefinite life and rated player relationships and a tradename of $0.7 million and $0.2 million, which are being amortized on a straight-line basis over their respective estimated useful lives of approximately 9 years and 4 months. The preliminary fair value of the identifiable intangible assets acquired was determined by using an income approach.

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The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Jumer’s acquisition on June 14, 2021:

(in thousands)						Preliminary as of June 30, 2021
Cash and cash equivalents						$	3,241
Accounts receivable, net						2,855
Inventory and Prepaid expenses and other current assets						844
Property and equipment, net						73,135
Intangible assets, net						31,180
Goodwill						14,191
Total current liabilities						(6,244)
Total purchase price						$	119,202

Revenue included in operations from Jumer’s for the three and six months ended June 30, 2021 was $2.3 million.

Interactive Acquisitions

SportCaller - On February 5, 2021, the Company acquired SportCaller for total consideration of $42.6 million including $24.0 million in cash, and 221,391 of the Company’s common shares at closing, pending adjustment, and up to $12.0 million in value of additional shares if SportCaller meets certain post-closing performance targets (calculated based on a $USD to Euro exchange ratio of 0.8334).

Monkey Knife Fight - On March 23, 2021, the Company acquired Fantasy Sports Shark, LLC d/b/a/ Monkey Knife Fight for total consideration of $118.6 million including (1) immediately exercisable penny warrants to purchase up to 984,446 of the Company’s common shares (subject to adjustment) at closing and (2) contingent penny warrants to purchase up to 787,557 additional Company common shares, half of which are issuable on each of the first and second anniversary of closing. The contingency relates to MKF’s continued operations in jurisdictions in which it operates at closing at future dates.

The Company paid cash of $22.8 million, net of cash acquired, for SportCaller and MKF. Total non-cash consideration transferred for SportCaller and MKF was $135.3 million, which included $58.7 million of the fair value of contingent consideration as of the SportCaller and MKF acquisition dates. Refer to Note 7 “Fair Value Measurements” for further information.

Bally’s Interactive - On May 28, 2021, the Company acquired Bally’s Interactive, formerly Bet.Works Corp., for approximately $71.6 million in cash and 2,084,765 of the Company’s common shares, subject in each case to customary adjustments. The shareholders of Bally’s Interactive will not transfer any shares of Company common stock received prior to June 1, 2022 and, for the following 12 months, may transfer only up to 1% of the Company’s common stock per every 90 days.

The identifiable intangible assets recorded in connection with the closing of SportCaller, MKF and Bally’s Interactive (collectively the “Bally’s Interactive Acquisitions”) are based on preliminary valuations and include customer relationships of $36.3 million, which are being amortized over their estimated useful lives of approximately three, five and ten years for Bally’s Interactive, SportCaller and MKF, respectively, developed software of $104.8 million, which is being amortized over their estimated useful lives of approximately ten, six and three years for Bally’s Interactive, SportCaller and MKF, respectively, and tradenames of $2.6 million, which are being amortized over their estimated useful lives of approximately ten and 15 years for SportCaller and MKF, respectively. Total goodwill recorded in connection with the Bally’s Interactive Acquisitions was $223.4 million.

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The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the Bally’s Interactive Acquisitions:

(in thousands)						Preliminary as of June 30, 2021
Cash and cash equivalents						$	5,530
Accounts receivable, net						1,652
Prepaid expenses and other current assets						1,618
Property and equipment, net						379
Intangible assets, net						143,715
Goodwill						223,390
Total current liabilities						(6,222)
Deferred tax liability						(15,805)
Total combined purchase price						$	354,257

During the three months ended June 30, 2021, the Company recorded purchase accounting adjustments for MKF and SportCaller reducing intangible assets by $1.5 million and increasing goodwill by $1.4 million.

Revenue included in operations from the Bally’s Interactive Acquisitions from their respective dates of acquisition, each noted above, for the three and six months ended June 30, 2021 was $5.5 million and $6.6 million, respectively.

Other Interactive Acquisitions

On July 12, 2021, the Company acquired AVP, a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States. This transaction will be accounted for as business combinations using the acquisition method with Bally’s as the accounting acquirer in accordance with ASC 805.

Supplemental Proforma Consolidated Information

The following table represents unaudited supplemental proforma consolidated revenue and net (loss) income based on Bally’s Lake Tahoe and Tropicana Evansville’s historical reporting periods as if the acquisitions had occurred as of January 1, 2020. The revenue, earnings and proforma effects of other acquisitions completed in 2021, which include Jumer’s and the Bally’s Interactive Acquisitions, are not material to results of operations, individually or in the aggregate:

			Three Months Ended						Six Months Ended
(in thousands, except per share data)			June 30, 2020						June 30, 2021						June 30, 2020
Revenue			$	38,619					$	529,577					$	189,392
Net income (loss)			$	(30,354)					$	11,442					$	(57,117)
Net income (loss) per share, basic			$	(1.00)					$	0.27					$	(1.84)
Net income (loss) per share, diluted			$	(1.00)					$	0.27					$	(1.84)

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Pending Acquisitions

Gamesys Acquisition

Refer to Note 1 “General Information” for further information of the Gamesys transaction.

Tropicana Las Vegas

The change in carrying value of goodwill by reportable segment for the six months ended June 30, 2021 and 2020 is as follows (in thousands):

			East						West						Other						Total
Goodwill as of December 31, 2020			$	84,148					$	102,831					$	—					$	186,979
Goodwill from current year business acquisitions			—						14,191						223,390						237,581
Effect of foreign exchange			—						—						(69)						(69)
Purchase accounting adjustments on prior year business acquisitions			—						380						—						380
Goodwill as of June 30, 2021			$	84,148					$	117,402					$	223,321					$	424,871

			East						West																		Total
Goodwill as of December 31, 2019			$	84,148					$	48,934																	$	133,082
Goodwill from current year business acquisitions			—						5,254																		5,254
Impairment charges			—						(5,254)																		(5,254)
Goodwill as of June 30, 2020			$	84,148					$	48,934																	$	133,082

The change in intangible assets, net for the six months ended June 30, 2021 is as follows (in thousands):

Intangible assets, net as of December 31, 2020			$	663,395
Intangible assets from current year business combinations			334,535
Change in Tax Receivable Agreement			4,024
Effect of foreign exchange			(457)
Impairment charges			(4,675)
Other			1,255
Less: Accumulated amortization			(14,653)
Intangible assets, net as of June 30, 2021			$	983,424

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The Company’s identifiable intangible assets consist of the following:

			Weighted average remaining life (in years)						June 30, 2021
(in thousands, except years)									Gross Carrying Amount						Accumulated Amortization						Net
Amortizable intangible assets:
Naming rights - Sinclair(1)			9.7						$	342,265					$	(8,648)					$	333,617
Trade names			9.1						19,915						(16,248)						3,667
Hard Rock license			26.0						8,000						(1,697)						6,303
Player relationships			6.3						47,931						(7,721)						40,210
Developed technology			8.7						104,544						(2,593)						101,951
Other			3.5						2,200						(927)						1,273
Total amortizable intangible assets									524,855						(37,834)						487,021
Intangible assets not subject to amortization:
Gaming licenses			Indefinite						476,209						$	—					476,209
Bally’s trade name			Indefinite						18,981						—						18,981
Novelty game licenses			Indefinite						1,213						—						1,213
Total unamortizable intangible assets									496,403						—						496,403
Total intangible assets, net									$	1,021,258					$	(37,834)					$	983,424

(1) Naming rights intangible asset in connection with Sinclair Agreement. Refer to Note 1 “General information” for further information. Amortization began on April 1, 2021, the commencement date of the re-branded Sinclair regional sports networks. There was no amortization expense for the year ended December 31, 2020.

			Weighted average remaining life (in years)						December 31, 2020
(in thousands, except years)									Gross Carrying Amount						Accumulated Amortization						Net
Amortizable intangible assets:
Naming rights - Sinclair(2)			10.0						$	338,241					$	—					$	338,241
Trade names			8.6						21,600						(16,475)						5,125
Hard Rock license			26.5						8,000						(1,576)						6,424
Player relationships			5.8						10,515						(5,483)						5,032
Other			3.7						1,950						(750)						1,200
Total amortizable intangible assets									380,306						(24,284)						356,022
Intangible assets not subject to amortization:
Gaming licenses			Indefinite						287,108						—						287,108
Bally’s trade name			Indefinite						19,052						—						19,052
Novelty game licenses			Indefinite						1,213						—						1,213
Total unamortizable intangible assets									307,373						—						307,373
Total intangible assets, net									$	687,679					$	(24,284)					$	663,395

(2) See note (1) above.

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2021 Tradename Impairment

During the second quarter of 2021, the Company committed to rebrand a majority of its casino portfolio with the Bally’s tradename. In connection with this rebranding initiative, the Company determined it should complete an interim quantitative impairment test of its tradenames at Dover Downs and Bally’s Black Hawk, formerly the Black Hawk Casinos. As a result of the analysis, the Company recorded an impairment charge of $4.7 million during the second quarter ended June 30, 2021 which is recorded within “Goodwill and asset impairment” of the condensed consolidated statement of operations. Dover Downs and Bally’s Black Hawk are reported within the East and West reportable segments, respectively.

2020 Black Hawk Casinos Impairment

Late in the first quarter of 2020, as a result of the economic and market conditions surrounding the COVID-19 pandemic and the decline in stock price and market capitalization the Company experienced at the time, the Company determined that it was more likely than not that the carrying value of all of its reporting units exceeded these units’ respective fair values and performed an interim quantitative impairment test of goodwill. Based on this analysis, the Company determined that only the carrying value of its Black Hawk Casinos reporting unit exceeded its fair value by an amount that exceeded the assigned goodwill and indefinite lived intangibles as of the acquisition date. As a result, the Company recorded a total impairment charge of $8.6 million for the six months ended June 30, 2020, which is included in the “West” reportable segment, and was allocated between goodwill and intangible assets with charges of $5.3 million and $3.3 million, respectively. Refer to Note 4 “Acquisitions” for further information about the preliminary purchase price allocation and goodwill and intangible balance estimated as of the acquisition date.

Foreign Exchange Forward Contracts

On April 16, 2021, a subsidiary of the Company entered into a foreign exchange forward contract to hedge the risk of appreciation of the GBP-denominated purchase price related to the Gamesys acquisition pursuant to which the subsidiary can purchase approximately £900 million at a contracted exchange rate.

On April 16, 2021, a subsidiary of the Company entered into two foreign exchange forward contracts to hedge the risk of appreciation of both the GBP-denominated and Euro-denominated debt held by Gamesys which would be paid off at closing of the Gamesys acquisition pursuant to which the subsidiary can purchase £200 million and €336 million, at contracted exchange rates, respectively.

To enter into these foreign exchange forward contracts, the Company paid total premiums to the contract counterparties of $22.6 million.

The Company’s foreign exchange forward contracts are not designated as hedging instruments under ASC 815. These derivative instruments are reported at fair value as an asset or liability in the condensed consolidated balance sheet. Gains (losses) recognized in earnings resulting from the change in fair value are reported within “Other, net” on the condensed consolidated statements of operations.

Sinclair Agreement

As noted in Note 1 “General Information,” on November 18, 2020, Bally’s entered into a long-term strategic relationship with Sinclair. The Sinclair Agreement provides for Performance Warrants and Options, the accounting for which is explained below.

Performance Warrants - The Performance Warrants are accounted for as a derivative liability because the underlying performance metrics represent an adjustment to the settlement amount that is not indexed to the Company’s own stock and thus equity classification is precluded under ASC 815. The Performance Warrants are expected to continue to be classified as liability awards with changes in fair value reported within “Change in value of naming rights liabilities” in the condensed consolidated statements of operations.

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Options - As of December 31, 2020, the Options were accounted for as a derivative liability because the Options could have been required to be settled in cash, outside the Company’s control, prior to formal stockholder approval. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity, at which point, the Options were adjusted to fair value of $59.7 million and were reclassified from “Naming rights liabilities” to “Additional paid-in-capital” in the condensed consolidated balance sheet. The increase in fair value of the Options from $58.2 million as of December 31, 2020, through January 27, 2021 was $1.5 million and resulted in a mark to market loss in the first quarter of 2021, reported within “Change in value of naming rights liabilities” in the condensed consolidated statements of operations.

The fair values of derivative assets and liabilities not designated as hedging instruments as of June 30, 2021 and December 31, 2020 are as follows:

(in thousands)			Balance Sheet Location						June 30, 2021						December 31, 2020
Assets:
Foreign exchange forward contracts			Prepaid expenses and other current assets						$	7,819					$	—
Total Assets									$	7,819					$	—
Liabilities:
Sinclair Performance Warrants			Naming rights liabilities						$	94,929					$	88,119
Sinclair Options			Naming rights liabilities						—						58,198
Total Liabilities									$	94,929					$	146,317

The gains (losses) recognized in the condensed consolidated statement of operations for derivatives not designated as hedging instruments during the three and six months ended June 30, 2021 are as follows:

			Condensed Consolidated Statements of Operations Location						June 30, 2021
(in thousands)									Three months ended						Six months ended
Foreign exchange forward contracts			Other, net						$	(14,773)					$	(14,773)
Sinclair Performance Warrants			Change in value of naming rights liabilities						19,070						(6,810)
Sinclair Options			Change in value of naming rights liabilities						—						(1,526)

The Company categorizes financial assets and liabilities based on the following fair value hierarchy:

Level 1: Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly;

Level 3: Unobservable inputs in which little or no market data exists requiring an entity to develop its own assumptions.

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The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

												June 30, 2021
(in thousands)												Level 1						Level 2						Level 3
Assets:
Foreign exchange forward contracts												$	—					$	7,819					$	—
Other current assets												543						—						—
Total												$	543					$	7,819					$	—
Liabilities:
Sinclair Performance Warrants												$	—					$	—					$	94,929
Contingent consideration												—						—						46,920
Total												$	—					$	—					$	141,849

									December 31, 2020
(in thousands)												Level 1						Level 2						Level 3
Liabilities:
Sinclair Performance Warrants												$	—					$	—					$	88,119
Sinclair Options												—						58,198						—
Total												$	—					$	58,198					$	88,119

The Performance Warrants and acquisition related contingent consideration payable are Level 3 liabilities. A summary of the Level 3 activity is as follows:

( in thousands)						Performance Warrants						Contingent Consideration						Total
Beginning as of December 31, 2020						$	88,119					$	—					$	88,119
Additions in the period (acquisition fair value)						—						58,623						58,623
Change in fair value						6,810						(11,703)						(4,893)
Ending as of June 30, 2021						$	94,929					$	46,920					$	141,849

Foreign exchange forward contracts

The fair values of foreign exchange forward contract assets and liabilities are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates.

Sinclair Performance Warrants

Sinclair Performance Warrants are accounted for as a derivative instrument classified as a liability within Level 3 of the hierarchy as the warrants are not traded in active markets and are subject to certain assumptions and estimates made by management related to the probability of meeting performance milestones. These assumptions and the probability of meeting performance targets may have a significant impact on the value of the warrant. The Performance warrants are valued using an option pricing model, considering the Company’s estimated probabilities of achieving the performance milestones for each tranche. Inputs to this valuation approach include volatility of the Company’s common stock trading price, risk free interest rates, the Company’s common stock price as of the valuation date, and expected terms.

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Contingent Consideration

Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. In connection with the acquisitions of SportCaller and MKF on February 5, 2021 and March 23, 2021, respectively, the Company recorded contingent consideration at fair value of $58.6 million as of the acquisition dates. After the acquisition dates and until the contingencies are resolved, the fair value of contingent consideration payable is adjusted each reporting period based primarily on the expected probability of achievement of the contingency targets which are subject to management’s estimate and the Company’s stock price. These changes in fair value are recognized within “Other, net” of the condensed consolidated statements of operations. Refer to Note 4 “Acquisitions” for further information.

Sinclair Options

As noted in Note 6 “Derivative Instruments,” as of December 31, 2020, the Sinclair Options were accounted for as a derivative liability. The fair value was based on a Black-Scholes model using Level 2 inputs, including volatility rates, risk free rates, the Company’s common stock price and expected term. Upon stockholder approval on January 27, 2021, the Options met the criteria to be classified as equity.

Other current assets

As of June 30, 2021 and December 31, 2020, accrued liabilities consisted of the following:

(in thousands)			June 30, 2021						December 31, 2020
Gaming liabilities			$	42,209					$	33,795
Compensation			26,429						21,708
Acquisition related liabilities and transaction services(1)			22,780						7,174
Property taxes			9,967						3,486
Bally’s trade name accrual, current portion			9,772						9,475
Insurance reserves			7,286						7,188
Purses due to horsemen			5,286						5,726
Legal			5,180						1,761
Interest payable			3,308						3,076
Other			39,007						26,666
Total accrued liabilities			$	171,224					$	120,055

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The following table reflects acquisition, integration and restructuring expenses the Company recorded during the three and six months ended June 30, 2021 and 2020:

			Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)			2021						2020						2021						2020
Acquisition and integration costs:
Gamesys			$	7,344					$	—					$	13,571					$	—
Tropicana Evansville			6,059						—						6,092						—
SportCaller and MKF			834						—						3,674						—
Jumer’s Hotel & Casino			1,603						—						1,628						—
Richmond, Virginia(1)			724						—						1,877						—
Bally’s Atlantic City			196						931						1,142						1,520
Eldorado Resort Casino Shreveport			225						917						927						1,031
Bally’s Lake Tahoe			767						—						865						—
Bally’s Kansas City and Casino Vicksburg			140						424						107						862
Other(2)			510						186						777						811
Total			18,402						2,458						30,660						4,224
Restructuring expense			—						—						—						20
Total acquisition, integration and restructuring			$	18,402					$	2,458					$	30,660					$	4,244

(1) Costs associated with a proposal to develop a casino in the City of Richmond, Virginia, which the Company is no longer pursuing.

(2) Includes costs in connection with the development of a casino in Centre County, Pennsylvania in addition to the acquisitions of Tropicana Las Vegas, Bally’s Black Hawk, Dover Downs and other immaterial (pending and closed) acquisitions.

As of June 30, 2021 and December 31, 2020, long-term debt consisted of the following:

(in thousands)			June 30, 2021						December 31, 2020
Term Loan principal			$	566,250					$	569,125
Revolving Credit Facility			275,000						35,000
6.75% Senior Notes due 2027			525,000						525,000
Less: Unamortized original issue discount			(10,914)						(11,771)
Less: Unamortized deferred financing fees			(21,192)						(17,499)
Long-term debt, including current maturities			1,334,144						1,099,855
Less: Current portion of Term Loan and Revolving Credit Facility			(5,750)						(5,750)
Long-term debt, net			$	1,328,394					$	1,094,105

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GLPI Master Lease

In connection with the acquisition of Tropicana Evansville, an affiliate of GLPI has agreed to acquire the real estate associated with the Evansville Casino from the Seller for $340.0 million and lease it to the Company under a master lease agreement (the “Master Lease”). GLPI has also agreed to acquire the real estate associated with Dover Downs for $144.0 million and lease it back to the Company under the Master Lease. The Master Lease with GLPI has an initial term of 15 years and includes four, five-year options to renew and requires combined minimum annual payments of $40.0 million, subject to escalation. The acquisition of Evansville and commencement of the Master Lease was June 4, 2021.

During the second quarter of 2021, the Company sold Dover Downs to GLPI and recorded a gain of $53.4 million representing the difference in the transaction price and the derecognition of assets. This gain is reflected as “Gain on sale-leaseback” in the condensed consolidated statements of operations.

As of June 30, 2021, the company recognized a lease liability and corresponding right of use asset of $117.3 million and $276.9 million related to Dover Downs and Tropicana Evansville, respectively. The leases will be accounted for as operating leases within the provisions of ASC 842 over the lease term or until a re-assessment event occurs.

Operating Leases

In addition to the operating lease components under the GLPI Master Lease, the Company is committed under various long-term operating lease agreements primarily related to submerged tidelands, property and equipment at Hard Rock Biloxi, Bally’s Kansas City, Shreveport, and Bally’s Lake Tahoe. These 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 a credit-adjusted secured borrowing rate commensurate with the term of the lease.

In the second quarter of 2021, in connection with the acquisition of Bally’s Lake Tahoe, the Company assumed a lease for the real estate and land underlying the operations of the Bally’s Lake Tahoe facility. The original term of the lease expires on December 31, 2035, at which point the Company will have five options to renew the lease for additional periods of five years each. The renewal options have not been included in the calculation of the lease liability or right of use asset as the Company is not reasonably certain to exercise the options. The fixed rent due under the lease can escalate each year based on changes in CPI. Additionally, the Company is obligated to pay an annual percentage rent based on property net revenues.

Additionally, certain of the Company’s subsidiaries lease office space, parking space, memorabilia and equipment under agreements classified as operating leases that expire on various dates through 2027. Variable expenses generally represent the Company’s share of the landlord’s operating expenses, percentage rent and CPI increases. The Company does not have any leases classified as financing leases.

The Company had operating lease liabilities of approximately $528.0 million and $63.5 million as of June 30, 2021 and December 31, 2020, respectively, and right of use assets of approximately $503.1 million and $36.1 million as of June 30, 2021 and December 31, 2020, respectively, which were included in the condensed consolidated balance sheets.

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The following summarizes quantitative information about the Company’s operating leases:

			Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)			2021						2020						2021						2020
Operating leases:
Operating lease costs			$	6,363					$	551					$	7,695					$	1,100
Variable lease costs			780						12						918						24
Operating lease expense			7,143						563						8,613						1,124
Short-term lease expense			1,769						421						2,823						855
Total lease expense			$	8,912					$	984					$	11,436					$	1,979

Supplemental cash flow and other information for the three and six months ended June 30, 2021 and 2020, related to operating leases was as follows:

			Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)			2021						2020						2021						2020
Cash paid for amounts included in the lease liability - operating cash flows from operating leases			$	5,328					$	551					$	6,137					$	1,099
Right of use assets obtained in exchange for operating lease liabilities			$	126,235					$	—					$	126,623					$	116

			June 30, 2021						December 31, 2020
Weighted average remaining lease term			16.1 years						24.3 years
Weighted average discount rate			6.2		%				7.3		%

As of June 30, 2021, future minimum rental commitments under noncancelable operating leases are as follows:

(in thousands)			June 30, 2021
Remaining 2021			$	27,146
2022			52,091
2023			52,060
2024			52,023
2025			51,802
Thereafter			611,459
Total			846,581
Less: present value discount			(318,562)
Operating lease liabilities			$	528,019

Future operating lease payments as shown above include $108.1 million related to extension options that are reasonably certain of being exercised.

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Equity Incentive Plans

The Company has three equity incentive plans: the 2010 BLB Worldwide Holdings, Inc. Stock Option Plan (the “2010 Option Plan”), the 2015 Stock Incentive Plan (“2015 Incentive Plan”) and the Bally’s Corporation 2021 Equity Incentive Plan (“2021 Incentive Plan”).

The 2010 Option Plan provided for options to acquire 2,455,368 shares of the Company’s common stock. Options granted to employees, officers and directors of the Company under the 2010 Option Plan vested on various schedules by individual as defined in the individual participants’ option agreements. Vested options can generally be exercised all or in part at any time until the tenth anniversary of the date of grant. Effective December 9, 2015, it was determined that no new awards would be granted under the 2010 Option Plan. During the three and six months ended June 30, 2021, there were 40,000 and 70,000 options exercised at a weighted average exercise price of $4.31 per share and an aggregate intrinsic value of $0.2 million and $0.3 million, respectively. As of June 30, 2021, there were 20,000 unexercised options outstanding.

The 2015 Incentive Plan provided for the grant of stock options, restricted stock award (“RSAs”), restricted share units (“RSUs”), performance share units (“PSUs”) and other stock-based awards (collectively, “restricted awards”) (including those with performance-based vesting criteria) to employees, directors or consultants of the Company. The 2015 Incentive Plan authorized for the issuance of up to 1,700,000 shares of the Company’s common stock pursuant to grants of awards made under the plan. Effective May 18, 2021, no new awards will be granted under the 2015 Incentive Plan as a result of the new 2021 Incentive Plan being approved at the Company’s 2021 Annual Shareholder Meeting. The 2021 Incentive Plan provides for the grant of stock options, RSAs, RSUs, PSUs and other awards (including those with performance-based vesting criteria) to employees, directors or consultants of the Company. The 4,250,000 shares of the Company’s common stock, decreased by the number of shares subject to awards granted under the 2015 Incentive Plan between December 31, 2020 and May 18, 2021, or 221,464 shares, plus any shares subject to awards granted under the 2021 Incentive Plan or the 2015 Incentive Plan that are added back to the share pool under the 2021 Incentive Plan pursuant to the plan’s share counting rules, are authorized for issuance under the 2021 Incentive Plan. During the six months ended June 30, 2021, the Company granted 498,990 restricted awards with an aggregate intrinsic value of $28.3 million to eligible employees, executive management and directors, of which 221,667 were granted under the 2015 Incentive Plan and 277,323 were granted under the 2021 Incentive Plan. As of June 30, 2021, 3,754,901 shares remain available for grant under the 2021 Incentive Plan, which includes shares added back to the share pool based on share counting rules.

Share-Based Compensation

The Company recognized total share-based compensation expense of $3.9 million and $8.4 million for the three and six months ended June 30, 2021, respectively, and $5.5 million and $7.7 million for the three and six months ended June 30, 2020, respectively. The total income tax benefit for share-based compensation arrangements was $1.1 million and $0.8 million for the three months ended June 30, 2021 and 2020, respectively, and $2.5 million and $2.9 million for the six months ended June 30, 2021 and 2020, respectively.

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Dover Downs Defined Benefit Pension Plan

The net periodic benefit (income) cost and other changes in plan assets and benefit obligations, excluding service cost, is set forth in the table below for the three and six months ended June 30, 2021 and 2020.

			Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)			2021						2020						2021						2020
Service cost			$	—					$	—					$	—					$	—
Interest cost			224						223						448						446
Expected return on plan assets			(357)						(357)						(714)						(714)
Net periodic benefit income			$	(133)					$	(134)					$	(266)					$	(268)

Contributions

Minimum pension contributions of $0.5 million are required to be made to the Dover Downs Pension Plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in 2021. The Company expects to contribute approximately $0.7 million in 2021. The Company contributed $0.2 million to the Dover Downs Pension Plan during the three and six months ended June 30, 2021. In 2020, under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), minimum required contributions for single-employer pension plans, including quarterly contributions, that were otherwise due during calendar year 2020 were instead due January 1, 2021. As such, there were no contributions made during the three and six months ended June 30, 2020 as the Company elected not to make a contribution to the Dover Downs Pension Plan for the first quarter of 2020 and the second quarter payment of $0.3 million was made in July 2020.

401(k) Plan

Capital Return Program and Quarterly Cash Dividend

On June 14, 2019, the Company announced that its Board of Directors approved a capital return program under which the Company could expend a total of up to $250 million for a share repurchase program and payment of dividends. Share repurchases may be effected in various ways, which could include open-market or private repurchase transactions, accelerated stock repurchase programs, tender offers or other transactions. The amount, timing and terms of any return of capital transaction will be determined based on prevailing market conditions and other factors. The Company expects to fund any share repurchases and dividends from existing capital resources. There is no fixed time period to complete share repurchases.

On July 26, 2019, the Company completed a modified Dutch auction tender offer (“Offer”), purchasing 2,504,971 common shares at an aggregate purchase price of $73.9 million. The Offer was funded with cash on hand.

On February 10, 2020, the Board of Directors approved an increase in the capital return program of $100 million.

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Total share repurchase activity, including a private repurchase transaction, during the three and six months ended June 30, 2020 was as follows:

(in thousands, except share data)			Three Months Ended June 30, 2020						Six Months Ended June 30, 2020
Number of common shares repurchased			162,625						1,812,393
Total cost			$	1,951					$	33,292
Average cost per share, including commissions			$	11.99					$	18.37

Common Stock Offering

On April 20, 2021, the Company completed an underwritten public offering of common stock at a price to the public of $55.00 per share. The Company issued a total of 12,650,000 shares of Bally’s common stock in the offering, which included 1,650,000 shares issued pursuant to the full exercise of the underwriters' over-allotment option.

The net proceeds from the offering were approximately $671.4 million, after deducting underwriting discounts, but before expenses.

On April 20, 2021, the Company issued to affiliates of Sinclair a warrant to purchase 909,090 common shares for an aggregate purchase price of $50.0 million, the same price per share as the public offering price in Bally’s common stock public offering ($55.00 per share). The net proceeds are expected to be used to finance a portion of the purchase price of the Acquisition.

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The following table reflects the changes in accumulated other comprehensive loss by component, net of tax, for the six months ended June 30, 2021. There was no change in accumulated other comprehensive loss for the six months ended June 30, 2020.

(in thousands)			Foreign Currency Translation Adjustment						Benefit Plans						Total
Accumulated other comprehensive loss at December 31, 2020			$	—					$	(3,144)					$	(3,144)
Current period other comprehensive loss			(633)						—						(633)
Reclassification adjustment to net earnings(1)			—						81						81
Accumulated other comprehensive loss at June 30, 2021			$	(633)					$	(3,063)					$	(3,696)

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During the second quarter of 2021, the Company updated its reporting segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. The growth and diversification achieved through the Company’s recent and pending acquisitions has resulted in a change in the way the Company’s chief operating decision maker makes operating decisions, assesses the performance of the business and allocates resources. As a result, as of June 30, 2021, the Company determined it had four operating segments: East, West, Bally’s Interactive and Mile High USA. Bally’s Interactive and Mile High USA were determined to be immaterial operating segments and are therefore, included in the “Other” category along with interest expense and certain corporate operating expenses that are not allocated to the other segments, including, among other expenses, share-based compensation, merger and acquisition costs and certain non-recurring charges. The properties included within the East and West reportable segments, along with the components of the Other category, are as follows:

East

West

Other

Twin River Casino Hotel (1)

Hard Rock Biloxi (3)

Bally’s Interactive(5)

Tiverton Casino Hotel (1)

Casino Vicksburg (3)

Mile High USA

Dover Downs (2)

Ballys’ Kansas City Casino (4)

Twin River Management Group (6)

Bally’s Atlantic City (2)

Bally’s Black Hawk (4)

Tropicana Evansville

Eldorado Resort Casino Shreveport(3)

Bally’s Lake Tahoe Casino Resort

Jumer’s Casino Hotel

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(1) Previously reported within the “Rhode Island” segment.

(2) Previously reported within the “Mid-Atlantic” segment.

(3) Previously reported within the “Southeast” segment.

(4) Previously reported within the “West” segment.

(5) Immaterial operating segment which includes SportCaller, MKF and Bally’s Interactive (formerly Bet.Works) as well as online and mobile sports betting operations.

(6) Immaterial operating segment that includes interest expense and certain operating expenses that are not allocated to the other segments, which include, among other expenses, share-based compensation, merger and acquisition costs and certain non-recurring charges.

The Company is currently evaluating the pending acquisition of Gamesys for segment reporting purposes. It is expected that the pending acquisition of Tropicana Las Vegas will be reported in the West and the Pennsylvania development project will be included in the East.

The Company’s operations are predominately within the United States and has immaterial operations in other jurisdictions. The Company does not have any revenues from any individual customers that exceed 10% of total reported revenues.

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The following table shows revenues, income (loss), and identifiable assets for each of the Company’s reportable segments. The Other category is included in the following tables in order to reconcile the segment information to the Company’s condensed consolidated financial statements. The prior year results presented below were reclassified to conform to the new segment presentation.

(in thousands)			East						West												Other						Total
Three Months Ended June 30, 2021
Total revenue			$	132,449					$	127,870											$	7,414					$	267,733
Income (loss) from operations			75,274						33,713												(28,455)						80,532
Net income (loss)			53,698						25,777												(10,533)						68,942
Depreciation and amortization			5,942						7,444												12,331						25,717
Interest expense, net of amounts capitalized			15						—												21,814						21,829
Gain on sale-leaseback			(53,425)						—												—						(53,425)
Change in value of naming rights liabilities			—						—												19,070						19,070
Gain on bargain purchases			—						—												24,114						24,114
Capital expenditures			6,811						12,847												800						20,458
Goodwill			84,148						117,402												223,321						424,871
Total assets			1,243,291						1,056,608												1,457,410						3,757,309
Three Months Ended June 30, 2020
Total revenue			$	10,418					$	18,194											$	312					$	28,924
Income (loss) from operations			(16,811)						965												(5,117)						(20,963)
Net income (loss)			(12,388)						917												(12,084)						(23,555)
Depreciation and amortization			6,215						2,848												80						9,143
Interest expense, net of amounts capitalized			36						—												15,186						15,222
Capital expenditures			1,481						667												301						2,449
Goodwill			84,148						48,934												—						133,082
Total assets			627,275						304,263												268,423						1,199,961
Six Months Ended June 30, 2021
Total revenue			$	231,483					$	218,587											$	9,929					$	459,999
Income (loss) from operations			90,356						69,476												(49,826)						110,006
Net income (loss)			64,967						53,396												(60,126)						58,237
Depreciation and amortization			11,512						13,416												13,575						38,503
Interest expense, net of amounts capitalized			34						—												42,593						42,627
Gain on sale-leaseback			(53,425)						—												—						(53,425)
Change in value of naming rights liabilities			—						—												(8,336)						(8,336)
Gain on bargain purchases			—						—												24,114						24,114
Capital expenditures			11,806						22,723												1,256						35,785
Goodwill			84,148						117,402												223,321						424,871
Total assets			1,243,291						1,056,608												1,457,410						3,757,309
Six Months Ended June 30, 2020
Total revenue			$	87,783					$	48,139											$	2,150					$	138,072
Income (loss) from operations			(5,482)						(6,229)												(12,421)						(24,132)
Net income (loss)			(4,100)						(3,671)												(24,662)						(32,433)
Depreciation and amortization			12,451						5,525												146						18,122
Interest expense, net of amounts capitalized			77						—												26,661						26,738
Capital expenditures			3,385						1,420												643						5,448
Goodwill			84,148						48,934												—						133,082
Total assets			627,275						304,263												268,423						1,199,961

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Basic earnings (loss) per common share is calculated in accordance with ASC 260, Earnings Per Share, which requires entities that have issued securities other than common stock that participate in dividends with common stock (“participating securities”) to apply the two-class method to compute basic earnings (loss) per common share. The two-class method is an earnings allocation method under which basic earnings (loss) per common share is calculated for each class of common stock and participating security as if all such earnings had been distributed during the period. To calculate basic earnings (loss) per share, the earnings allocated to common shares is divided by the weighted average number of common shares outstanding, contingently issuable warrants, and RSUs, RSAs, and PSUs for which no future service is required as a condition to the delivery of the underlying common stock (collectively, basic shares).

Diluted earnings per share includes the determinants of basic earnings per share and, in addition, reflects the dilutive effect of the common stock deliverable for stock options, using the treasury stock method, and for RSUs, RSAs and PSUs for which future service is required as a condition to the delivery of the underlying common stock.

			Three Months Ended June 30,												Six Months Ended June 30,
(in thousands, except per share data)			2021						2020						2021						2020
Net income (loss)			$	68,942					$	(23,555)					$	58,237					$	(32,433)
Weighted average common shares outstanding - basic			48,156						30,452						42,038						31,011
Weighted average effect of dilutive securities			946						—						336						—
Weighted average common shares outstanding - diluted			49,102						30,452						42,374						31,011
Basic earnings (loss) per share			$	1.43					$	(0.77)					$	1.39					$	(1.05)
Diluted earnings (loss) per share			$	1.40					$	(0.77)					$	1.37					$	(1.05)

There were 3,288,603 and 71,796 share-based awards that were considered anti-dilutive for the three months ended June 30, 2021 and 2020, respectively. There were 3,279,337 and 142,610 share-based awards that were considered anti-dilutive for the six months ended June 30, 2021 and 2020, respectively.

On November 18, 2020, the Company issued penny warrants, performance-based warrants, and options which participate in dividends with the Company’s common stock subject to certain contingencies. In the period in which the contingencies are met, those instruments are participating securities to which income will be allocated using the two-class method. The warrants and options do not participate in net losses. The penny warrants were considered exercisable for little to no consideration and are therefore, included in basic shares outstanding at their issuance date. For the three and six months ended June 30, 2021, the shares underlying the performance warrants were anti-dilutive as certain contingencies were not met. Refer to Note 1 “General Information” for further information regarding the Sinclair Transaction.

Acquisitions

On July 12, 2021, the Company acquired the Association of Volleyball Professionals (“AVP”), a premier professional beach volleyball organization and host of the longest-running domestic beach volleyball tour in the United States.

Long-term Debt

On August 6, 2021, the Company obtained commitments, subject to satisfaction of customary closing conditions, for proposed senior secured credit facilities, pursuant to which the Lenders have agreed to extend to the Company the New Credit Facilities.

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On August 6, 2021, the Company’s subsidiaries, Premier Entertainment Sub, LLC and Premier Entertainment Finance Corp., entered into an agreement for the private placement of $1.50 billion in aggregate principal amount of senior notes in two separate series: $750.0 million in aggregate principal amount of senior notes due 2029 and $750.0 million in aggregate principal amount of senior notes due 2031.

Refer to Note 10 “Long-Term Debt” for further information.

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