BALLY’S CORP MANAGEMENT REPORT AND DISCUSSION OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)


Caution Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of the securities laws. Forward-looking statements are statements as
to matters that are not historical facts, and include statements about our
plans, objectives, expectations and intentions.

Forward-looking statements are not guarantees and are subject to risks and
uncertainties. Forward-looking statements are based on our current expectations
and assumptions. Although we believe that our expectations and assumptions are
reasonable at this time, they should not be regarded as representations that our
expectations will be achieved. Actual results may vary materially.
Forward-looking statements speak only as of the time of this report and we do
not undertake to update or revise them as more information becomes available,
except as required by law.

Important factors beyond those that apply to most businesses, some of which are
beyond our control, that could cause actual results to differ materially from
our expectations and assumptions include, without limitation:

•unforeseen costs, integration difficulties and other events affecting our recently completed and proposed acquisitions and our ability to realize the anticipated benefits;

•risks associated with our rapid growth, including those affecting customer and employee retention, onboarding and controls;

•risks associated with the impact of the digitalization of games on our casino operations, our expansion into iGaming and sports betting and the highly competitive and rapidly changing aspects of our business generally;

• uncertainties surrounding the COVID-19 pandemic, including limitations on our operations, increased costs, changes in customer behavior, the impact on our employees, and the continued impact of COVID-19 on conditions general economics

•the very significant regulatory constraints applicable to us, including compliance costs;

•restrictions and limitations in agreements to which we are subject, including our indebtedness; and

•other risks identified in Part I. Item 1A. "Risk Factors" of Bally's Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with
the SEC on March 1, 2022 and other filings with the SEC.

The foregoing list of important factors is not exclusive and does not include
matters like changes in general economic conditions that affect substantially
all gaming businesses.

You should not place undue reliance on our forward-looking statements.

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Insight

We are a global gaming, hospitality and entertainment company with a portfolio
of casinos and resorts and online gaming businesses. We provide our customers
with physical and interactive entertainment and gaming experiences, including
traditional casino offerings, iCasino, online bingo games, sportsbook, daily
fantasy sports ("DFS") and free-to-play games ("F2P").

As of March 31, 2022, we own and manage 14 land-based casinos and one horse
racetrack in ten states across the United States ("US") operating under Bally's
brand. Our land-based casino operations include approximately 14,400 slot
machines, 500 table games and 3,900 hotel rooms, along with various restaurants,
entertainment venues and other amenities. Certain of our properties are leased
under a master lease agreement with Gaming and Leisure Properties, Inc.
("GLPI"), a publicly traded gaming-focused real estate investment trust
("REIT"). With our acquisition of London-based Gamesys Group Ltd. ("Gamesys") on
October 1, 2021, we expanded our geographical and product footprints to include
an iGaming business with well-known brands providing iCasino and online bingo
experiences to our global online customer base with concentrations in Europe and
Asia and a growing presence in North America. Our iCasino and online bingo
platforms and games content, sportsbook and F2P games are provided on a
business-to-business ("B2B") as well as a business-to-consumer ("B2C") basis.
Our revenues are primarily generated by these gaming and entertainment
offerings. We own and operate our proprietary software and technology stack
designed to allow us to provide consumers differentiated offerings and exclusive
content.

Our strategy and business developments

We seek to continue to grow our business by actively pursuing the acquisition
and development of new gaming opportunities and reinvesting in our existing
operations. We believe that interactive gaming represents a significant
strategic opportunity for the future growth of Bally's. We seek to increase
revenues at our casinos and resorts through enhancing the guest experience by
providing popular games, restaurants, hotel accommodations, entertainment and
other amenities in attractive surroundings with high-quality guest service. We
believe that our recent acquisitions have expanded and diversified us from
financial and market exposure perspectives, while continuing to mitigate our
susceptibility to regional economic downturns, idiosyncratic regulatory changes
and increases in regional competition.

In 2021, we acquired three casino and resort properties - Bally's Lake Tahoe,
Bally's Evansville and Bally's Quad Cities. We also agreed to purchase Tropicana
Las Vegas in Las Vegas, Nevada and announced plans to construct a land-based
casino in Centre County, Pennsylvania, adding to our land-based casino presence.
With the pending acquisition of Tropicana Las Vegas and the completion of
construction in Centre County, Pennsylvania, we will own and manage 16
land-based casinos across 11 states.

In addition, we have also expanded our interactive activity by:

•launching our Bally Sports Network through our partnership with Sinclair, which
combines our sports betting technology with Sinclair's expansive footprint. With
Bally's brand, the media partnership and the unencumbered skins (gaming
licenses) that we have acquired and reserved in our portfolio, we can now
provide our customers omni-channel gaming and entertainment across our various
physical properties while having a singular online and mobile presence with a
brand that is synonymous with gaming, hospitality and entertainment;

•the acquisition of Gamesys, one of the main international operators of online games which offers entertainment games to a global clientele; and

•acquiring Bally's Interactive, formerly Bet.Works, and its proprietary
technology stack and turnkey solutions, which include marketing, operations,
customer service, risk management and compliance. We believe that the Bet.Works
acquisition provides us with a suite of advanced omni-channel products,
platforms, software and content solutions positioning us to deliver competitive
sports betting and iCasino offerings to customers on a national scale. These
steps have positioned us to become a leading, full-service, vertically
integrated sports betting and iGaming company in the US with physical casinos
and online gaming solutions united under a single, leading brand.

Acquisition of Gamesys

On October 1, 2021, we acquired Gamesys, a leading UK-based global online gaming
operator. In connection with the acquisition, Gamesys shareholders received, in
the aggregate, 9,773,537 shares of our common stock and $2.08 billion in cash.

We believe that Gamesys' proven technology platform will foster our continued
buildout of our interactive offerings in North America, including real-money
gaming options in online sports betting and iGaming. Additionally, unifying
Bally's and
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Gamesys' player databases and technologies provides us with one of the largest
portfolios of omni-channel cross-selling opportunities, consisting of land-based
gaming, online sports betting, iCasino, poker, bingo, daily fantasy sports and
free-to-play games. We believe that these offerings, coupled with our media
partnership with Sinclair Broadcast Group, position the Company to capitalize on
significant growth opportunities in the rapidly expanding U.S. online
entertainment and sports betting markets.

Operating structure

Our business is organized into three segments to present: (1) Casinos and Resorts(2) North America Interactive and (3) International Interactive.

Casinos & Resorts - includes our 14 land-based casino properties and one horse
racetrack:

                           Property Name                                             Location
Bally's Twin River Lincoln Casino Resort ("Bally's Twin River")            Lincoln, Rhode Island
Bally's Tiverton Casino & Hotel ("Bally's Tiverton")                       Tiverton, Rhode Island
Bally's Dover Casino Resort ("Bally's Dover")                              Dover, Delaware
Bally's Atlantic City Casino Resort ("Bally's Atlantic City")              Atlantic City, New Jersey
Bally's Evansville Casino & Hotel ("Bally's Evansville")                   Evansville, Indiana
Hard Rock Hotel & Casino Biloxi ("Hard Rock Biloxi")                       Biloxi, Mississippi
Bally's Vicksburg Casino ("Bally's Vicksburg")                             Vicksburg, Mississippi
Bally's Kansas City Casino ("Bally's Kansas City")                         Kansas City, Missouri
Bally's Black Hawk (3 properties)                                          Black Hawk, Colorado
Bally's Shreveport Casino & Hotel ("Bally's Shreveport")                   Shreveport, Louisiana
Bally's Lake Tahoe Casino Resort ("Bally's Lake Tahoe")                    Lake Tahoe, Nevada
Bally's Quad Cities Casino & Hotel ("Bally's Quad Cities")                 Rock Island, Illinois
Bally's Arapahoe Park                                                      Aurora, Colorado



North America Interactive - includes the following North America businesses:
•Bally's Interactive, a business-to-business-to-consumer ("B2B2C") sportsbook
and iCasino platform provider and operator;
•Horses Mouth Limited ("SportCaller"), a B2B and F2P game provider for sports
betting companies;
•Monkey Knife Fight ("MKF"), a B2C DFS platform and operator;
•Joker Gaming, known as Live at the Bike, an online subscription streaming
service featuring livestream and on-demand poker videos and podcasts;
•Association of Volleyball Professionals ("AVP"), a professional beach
volleyball organization and host of the longest-running domestic beach
volleyball tour;
•Telescope, Inc. ("Telescope"), a provider of real-time audience engagement
solutions for live events, gamified second screen experiences and interactive
livestreams; and
•Degree 53, a United Kingdom ("UK")-based creative agency that specializes in
multi-channel website and personalized mobile app and software development for
online gambling and sports industries.

The North America Interactive reportable segment also includes Gamesys’ North American operations.

International Interactive - includes the following businesses in Europe and
Asia:
•Gamesys, a B2B2C iCasino and online bingo platform provider and operator; and
•Solid Gaming, a games content aggregation business.

Refer to Note 18 “Segment reporting” to our condensed consolidated financial statements for more information on our segment reporting structure.

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Rhode Island Regulatory Agreement

On February 17, 2022, certain of our subsidiaries, the Rhode Island Department
of Business Regulation ("DBR") and the Division of Lotteries ("DoL") of the
Rhode Island Department of Revenue amended and restated our Regulatory Agreement
(the "Regulatory Agreement"). The Regulatory Agreement contains financial and
other covenants that, among other things, (1) restrict the acquisition of stock
and other financial interests in us, (2) relate to the licensing and composition
of members of our management and Board of Directors (the "Board"), (3) prohibit
certain competitive activities and related-party transactions and (4) restrict
our ability to declare or make restricted payments (including dividends), incur
additional indebtedness or take certain other actions, if our leverage ratio
exceeds 5.50 to 1.00 (in general being gross debt divided by Adjusted EBITDA,
each as defined in the Regulatory Agreement).

The Regulatory Agreement also provides affirmative obligations, including
setting a minimum number of employees that we must employ in Rhode Island and
providing the DBR and DoL with periodic information updates about us. Among
other things, the Regulatory Agreement prohibits us and our subsidiaries from
owning, operating, managing or providing gaming specific goods and services to
any properties in Rhode Island (other than Bally's Twin River and Bally's
Tiverton), Massachusetts, Connecticut or New Hampshire. A failure to comply with
the Regulatory Agreement could subject us to injunctive or monetary relief,
payments to the Rhode Island regulatory agencies and ultimately the revocation
or suspension of our licenses to operate in Rhode Island.

In addition, our master contracts with Rhode Island were extended through June
30, 2043, and allow for consolidation of promotional points between Bally's Twin
River and Bally's Tiverton, obligate Bally's Twin River to build a 50,000 square
foot expansion, obligate Bally's Twin River to lease at least 20,000 square feet
of commercial space in Providence, and commit us to invest $100 million in Rhode
Island over this extended term, including an expansion and the addition of new
amenities at Bally's Twin River. June 2021 legislation enacted in Rhode Island
authorized a joint venture with International Gaming Technology PLC ("IGT") to
become a licensed technology provider and supply the State of Rhode Island with
all Video Lottery Terminals ("VLTs") at both Bally's Twin River and Bally's
Tiverton for a 20.5-year period starting January 1, 2023. IGT will own 60% of
the joint venture. As of July 1, 2021, until the joint venture is operating, we
will supply 23% of all VLTs in return for 7% net terminal income from the
machines.

Covid-19 pandemic

The COVID-19 pandemic significantly impacted, and could continue to impact, our
business in a material manner. Currently, all of our properties are open and
operating with minimal restrictions. The pandemic and its consequences
dramatically reduced travel and demand for hotel rooms and other casino resort
amenities, which had a negative impact on our results. While many restrictions
have been relaxed at this point, there is no assurance that a resurgence of
future COVID-19 variants will not cause disruption to our business, including
the closure of our facilities. In addition, future demand for gaming activities
may be negatively impacted by the adverse changes in the perceived or actual
economic climate due to the impact of the COVID-19 pandemic. Our business could
also be impacted if the disruptions from the COVID-19 pandemic impact
construction projects, including our project in Centre County, Pennsylvania,
described above.

Key Performance Indicators

The main key performance indicators used in managing our business is Adjusted
EBITDA and Casinos & Resorts Adjusted EBITDAR. Adjusted EBITDA is defined as
earnings for the Company, or where noted our reporting segments, before, in each
case, interest expense, net of interest income, provision (benefit) for income
taxes, depreciation and amortization, non-operating income, acquisition,
integration and restructuring expense, share-based compensation, and certain
other gains or losses as well as, when presented for our reporting segments, an
adjustment related to the allocation of corporate cost among segments.
Management utilizes Casinos & Resorts Adjusted EBITDAR which is Adjusted EBITDA
(as defined above) for the Company's Casinos & Resorts segment plus rent expense
associated with triple net operating leases with GLPI for the real estate assets
used in the operation of Bally's Evansville and Bally's Dover and the assumption
of the lease for real estate and land underlying the operations of the Bally's
Lake Tahoe property.

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We use Adjusted EBITDA and Casinos and Resorts Adjusted EBITDAR to analyze the
performance of our business and it is used as a determining factor for
performance based compensation for members of our management team. We use
Adjusted EBITDA and Casinos & Resorts Adjusted EBITDAR when evaluating operating
performance because we believe that the inclusion or exclusion of certain
recurring and non-recurring items is necessary to provide a full understanding
of our core operating results and as a means to evaluate period-to-period
performance and it is used by some investors and creditors as an indicator of
the strength and performance of ongoing business operations, including our
ability to service debt, and to fund capital expenditures, acquisitions and
operations. These calculations are commonly used as a basis for investors,
analysts and credit rating agencies to evaluate and compare operating
performance and value companies within our industry. These measures are
presented because management believes that they are commonly used measures of
performance in the gaming industry and that it is considered by many to be key
indicators of our operating results. Management believes that while certain
items excluded from Adjusted EBITDA and Casinos & Resorts Adjusted EBITDAR may
be recurring in nature and should not be disregarded in evaluating our earnings
performance, it is useful to exclude such items when comparing current
performance to prior periods because these items can vary significantly
depending on specific underlying transactions or events that may not be
comparable between the periods presented or they may not relate specifically to
current operating trends or be indicative of future results. Adjusted EBITDA and
Casinos & Resorts Adjusted EBITDAR should not be construed as an alternative to
GAAP net income, the most directly comparable GAAP measure, as an indicator of
our performance. In addition, Adjusted EBITDA and Casinos & Resorts Adjusted
EBITDAR as used by us may not be defined in the same manner as other companies
in our industry, and, as a result, may not be comparable to similarly titled
non-GAAP financial measures of other companies.

First quarter 2022 results

We reported revenue and income from operations of $548.3 million and $22.5
million, respectively, for the three months ended March 31, 2022, compared to
revenue and income from operations of $192.3 million and $29.5 million,
respectively, for the same period last year. As of the first quarter of 2022,
our properties are at full capacity and are operating under minimal
restrictions. In the first quarter last year, our properties were operating at
partial capacity with limited VLTs and table games being available to guests
along with other restrictions on service offerings and amenities.

Operating results

The following table presents, for the periods indicated, certain revenue and
income items:

                                Three Months Ended March 31,
(in millions)                         2022                   2021
Total revenue            $        548.3                    $ 192.3
Income from operations             22.5                       29.5
Net income (loss)                   1.9                      (10.7)



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The following table presents, for the periods indicated, certain revenue and expense items expressed as a percentage of total revenue:

Three months completed March, 31st,

                                                                           2022                      2021
Total revenue                                                                  100.0  %                  100.0  %

Games, hotel, food and beverage, retail, entertainment and other expenses

                                                                        47.4  %                   34.5  %
Advertising, general and administrative                                         33.1  %                   41.9  %

Other operating costs and expenses                                               1.0  %                    1.6  %
Depreciation and amortization                                                   14.4  %                    6.7  %
Total operating costs and expenses                                              95.9  %                   84.7  %
Income from operations                                                           4.1  %                   15.3  %
Other income (expense)
Interest income                                                                    -  %                    0.3  %
Interest expense, net of amounts capitalized                                    (8.4) %                  (10.8) %
Change in value of naming rights liabilities                                     2.4  %                  (14.3) %

Other, net                                                                       1.1  %                    1.4  %
Total other expense, net                                                        (4.8) %                  (23.4) %
Loss before provision for income taxes                                          (0.7) %                   (8.1) %
Benefit from income taxes                                                       (1.0) %                   (2.5) %
Net income (loss)                                                                0.3  %                   (5.6) %

__________________________________

Note: Amounts in the table may not be subtotals due to rounding.

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Sector performance

During the fourth quarter of 2021, the Company updated its reportable segments
to better align with its strategic growth initiatives in light of recent
acquisitions. As a result of this realignment, the Company determined it had
three reportable segments: Casinos & Resorts, North America Interactive and
International Interactive. Additionally, during the first quarter of 2022 as a
result of the segment realignment, the Company changed its methodology for
allocating certain corporate operating expenses within advertising, general and
administrative expense previously reported in "Other" to directly apply such
costs to the segment supported. Prior year amounts have been reclassified to
conform to the new segment presentation.

The following table sets forth certain financial information associated with
results of operations for the three months ended March 31, 2022 and 2021.
Non-gaming revenue includes hotel, food and beverage and retail, entertainment
and other revenue. Non-gaming expenses include hotel, food and beverage and
retail, entertainment and other expenses. All amounts are before any allocation
of corporate costs.

                                                                             Three Months Ended March 31,
(in thousands, except percentages)                         2022               2021            $ Change             % Change
Revenue:
Gaming
Casinos & Resorts                                      $ 217,805          $ 154,429          $ 63,376                   41.0  %
North America Interactive                                  6,645                849             5,796                  682.7  %
International Interactive                                239,252                  -           239,252                  100.0  %

Total Gaming revenue                                     463,702            155,278           308,424                  198.6  %
Non-gaming
Casinos & Resorts                                         62,165             35,004            27,161                   77.6  %
North America Interactive                                  8,582              1,984             6,598                  332.6  %
International Interactive                                 13,822                  -            13,822                  100.0  %

Total Non-gaming revenue                                  84,569             36,988            47,581                  128.6  %
Total revenue                                            548,271            192,266           356,005                  185.2  %
Operating costs and expenses:
Gaming
Casinos & Resorts                                      $  76,381          $  46,950          $ 29,431                   62.7  %
North America Interactive                                  7,329                304             7,025                2,310.9  %
International Interactive                                135,502                  -           135,502                  100.0  %

Total Gaming expenses                                    219,212             47,254           171,958                  363.9  %
Non-gaming
Casinos & Resorts                                         30,048             18,641            11,407                   61.2  %
North America Interactive                                  1,318                514               804                  156.4  %
International Interactive                                  9,271                  -             9,271                  100.0  %

Total Non-gaming expenses                                 40,637             19,155            21,482                  112.1  %
Advertising, general and administrative
Casinos & Resorts                                         99,751             65,648            34,103                   51.9  %
North America Interactive                                 26,755                618            26,137                4,229.3  %
International Interactive                                 34,974                  -            34,974                  100.0  %
Other                                                     20,136             14,233             5,903                   41.5  %
Total Advertising, general and administrative            181,616             80,499           101,117                  125.6  %

Margins:

Gaming expenses as a percentage of Gaming revenue             47  %              30  %                                    17  %
Non-gaming expenses as a percentage of Non-gaming
revenue                                                       48  %              52  %                                    (4) %
Advertising, general and administrative as a
percentage of Total revenue                                   33  %              42  %                                    (9) %



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Three months completed March 31, 2022 Compared to the three months ended March 31, 2021

Total revenue

Total revenue for the three months ended March 31, 2022 and 2021 consisted of
the following (in thousands):

                                               Three Months Ended March 31,
                                     2022           2021         $ Change       % Change
Gaming                            $ 463,702      $ 155,278      $ 308,424        198.6  %
Hotel                                26,935         13,059         13,876        106.3  %
Food and beverage                    23,988         15,500          8,488         54.8  %
Retail, entertainment and other      33,646          8,429         25,217        299.2  %
Total revenue                     $ 548,271      $ 192,266      $ 356,005        185.2  %



Total revenue for the three months ended March 31, 2022 increased 185.2% to
$548.3 million, from $192.3 million in the same period last year. We saw gaming,
hotel, food and beverage, and retail, entertainment and other revenues grow, as
we were able to operate with less restrictions across our properties compared to
the first quarter of 2021 resulting from developments in the COVID-19 pandemic
and an increase in consumer confidence.

In addition, incremental revenues from acquisitions completed after the first
quarter of 2021, which included Gamesys, Bally's Evansville, Bally's Lake Tahoe,
Bally's Quad Cities and several of the North America Interactive acquisitions
(collectively, the 2021 Acquisitions"), contributed, in the aggregate, $331.3
million of revenue.

Operating costs and expenses

In the first quarter of 2022, we recorded total operating costs and expenses of
$525.8 million, up $363.0 million, or 223.0%, from $162.8 million in the first
quarter last year. The change in total operating costs and expenses was driven
by fluctuations in our gaming and non-gaming expenses, advertising general and
administrative costs, acquisition, integration and restructuring expenses and
other operating costs and expenses, each described below. We expect our total
operating costs and expenses to increase in 2022 as compared to 2021 as a result
of the inclusion of our recent acquisitions, most notably, Gamesys.

Game and off-game fees

Gaming expenses for the three months ended March 31, 2022 increased $172.0
million, or 363.9%, to $219.2 million from $47.3 million in 2021. This increase
was primarily attributable to the inclusion of expenses from our 2021
Acquisitions which contributed, in the aggregate, $162.4 million. Non-gaming
expenses for the three months ended March 31, 2022 increased $21.5 million, or
112.1%, to $40.6 million from $19.2 million in the same period last year. This
increase was primarily attributable to the inclusion of expenses from our 2021
Acquisitions which contributed, in the aggregate, $18.4 million.

Publicity, general and administrative

Advertising, general and administrative expense for the three months ended March
31, 2022 increased $101.1 million, or 125.6%, to $181.6 million from $80.5
million in the same period last year primarily attributable to the inclusion of
expenses from our 2021 Acquisitions which contributed, in the aggregate, $85.9
million.

Acquisition, integration and restructuring

We incurred $5.3 million of acquisition, integration and restructuring expense
during the three months ended March 31, 2022, compared to $12.3 million in the
same period last year mainly due to a reduction in costs attributable to the
acquisition of Gamesys and our other interactive acquisitions which closed in
2021.

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Other operating costs and expenses

During the three months ended March 31, 2021, the Company recorded Gain from
insurance recoveries, net of losses of $10.7 million primarily attributable to
insurance proceeds received due to the effects of Hurricane Zeta which made
landfall in Louisiana shutting down our Hard Rock Biloxi property for three days
during the fourth quarter of 2020. Additionally, during the three months ended
March 31, 2022 and 2021, we recorded rebranding expense of $0.3 million and $0.9
million, respectively, in connection with our company rebranding initiatives.

Depreciation and amortization

Depreciation and amortization for the three months ended March 31, 2022 was
$78.9 million, an increase of $66.1 million, or 516.9%, compared to the same
period last year. The increase in depreciation and amortization is attributable
to the inclusion of our 2021 Acquisitions, most notably amortization expense
from our Gamesys business, which contributed an aggregate $56.9 million in the
first quarter of 2022.

Income (loss) from operations

Income from operations was $22.5 million, or 4.11% as a percentage of total
revenue, for the three months ended March 31, 2022 compared to $29.5 million, or
15.33%, in the same period last year. The change year-over-year was driven by
revenue growth resulting from a return in visitation to our properties as
COVID-19 restrictions were lifted coupled with a benefit from our 2021
Acquisitions, offset by increased operating expenses.

Other income (expenses)

Total other expense decreased $18.8 million to $26.2 million for the first
quarter of 2022 from $45.0 million in the same period last year. The decrease in
other expense was primarily attributable to $13.4 million of income resulting
from a reduction in the naming rights liability for performance warrants
associated with our contracts with Sinclair in the first quarter of 2022
compared to expense of $25.9 million due to an increase in the liability in the
first quarter of 2021, offset by an increase in interest expense of $25.0
million due to increased borrowings and higher interest rates year-over-year.
Refer to Note 2 "  Significant Accounting Policies  " for further information on
the Sinclair performance warrants.

Benefit from income tax

Benefit from income taxes for the three months ended March 31, 2022 was $5.6
million compared to $4.8 million in the prior year. The effective tax rate for
the first quarter of 2022 was 151.2% compared to 31.1% in the prior year. The
increase in the effective tax rate was primarily due to one-time benefits of
$4.9 million recorded during the quarter by Gamesys entities relative to a low
pre-tax book loss.

Net earnings (loss) and net earnings (loss) per share

Net income for the three months ended March 31, 2022 was $1.9 million, or $0.03
per diluted share, compared to a net loss of $10.7 million, or $0.30 per diluted
share, for the three months ended March 31, 2021.

Adjusted EBITDA and Adjusted EBITDAR by segment

Consolidated adjusted EBITDA was $115.0 million for the three months ended
March 31, 2022at the top $62.5 millioni.e. 119.1%, of $52.5 million at the same time last year.

Adjusted EBITDA for the Casinos & Resorts segment for the first quarter of 2022
increased $15.6 million, or 26.7%, to $73.8 million from $58.2 million compared
to the same prior year period. The increase year over year was driven by the
additions of Bally's Lake Tahoe, Bally's Evansville and Bally's Quad Cities in
the current year. Casinos & Resorts Adjusted EBITDAR was $85.2 million which
further adjusts Adjusted EBITDA for rent expense associated with our operating
leases, as defined below. There was no such rent expense in the prior year
period.

Adjusted EBITDA for the North America Interactive segment for the first quarter
of 2022 was $(19.3) million compared to $1.4 million in the same prior year
period due to a net loss of $25.4 million compared to net income of $0.5 million
in the prior year mainly due to increased operating costs.

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Adjusted EBITDA for the International Interactive segment for the first quarter
of 2022 was $73.3 million directly attributable to our acquisition of Gamesys on
October 1, 2021.

The following tables reconcile Adjusted EBITDA and Casinos & Resorts Adjusted
EBITDAR, non-GAAP measures, to net income (loss), as derived from our financial
statements (in thousands):
                                                                      Three 

Months ended March 31, 2022

                                       Casinos &          North America           International
                                        Resorts            Interactive             Interactive              Other              Total
Revenue                              $  279,970          $      15,227          $       253,074          $       -          $ 548,271

Net income (loss)                    $   28,023          $     (25,373)    

$28,808 ($29,569) $1,889
Interest expense, net of interest income

                                        4                     (2)                     166             45,517             45,685
Provision (benefit) for income taxes      9,228                 (2,884)                  (3,167)            (8,752)            (5,575)
Depreciation and amortization            15,353                  8,974                   46,064              8,490             78,881
Non-operating (income) expense (1)            -                 (1,595)                   1,115            (18,999)           (19,479)
Acquisition, integration and
restructuring                                 -                    289                      341              4,650              5,280
Share-based compensation                      -                      -                        -              5,095              5,095

Other, net (2)                             (164)                   850                        -              2,491              3,177
Allocation of corporate costs            21,346                    416                        -            (21,762)                 -
Adjusted EBITDA                      $   73,790          $     (19,325)     

$73,327 ($12,839) $114,953
Rental expenses related to simple triple net leases(3)

                  11,411
Adjusted EBITDAR                     $   85,201


__________________________________

(1)  Non-operating income (expense) includes: (i) change in value of naming
rights liabilities and (ii) adjustment on bargain purchase, and (iii) other,
net.
(2)  Other includes the following non-recurring items: (i) deal-related,
rebranding, expansion and pre-opening expenses, (ii) costs related to pursuing
sports betting, iGaming and lottery access in various jurisdictions, (iii) costs
related to pursuing sports betting, iGaming and lottery access in various
jurisdictions, (iv) non-routine legal expenses, and (v) net gains related to
insurance recoveries.
(3)  Consists of the operating lease components contained within our triple net
master lease dated June 4, 2021 with GLPI and the triple net lease assumed in
connection with our acquisition of Bally's Lake Tahoe, which is primarily our
individual triple net leases with GLPI for the real estate assets used in the
operation of Bally's Evansville and Bally's Dover, and the assumption of the
lease for real estate and land underlying the operations of the Bally's Lake
Tahoe facility.

                                       50
--------------------------------------------------------------------------------
                                                               Three Months Ended March 31, 2021
                                                  Casinos &             North America
                                                   Resorts               Interactive                   Other              Total
Revenue                                        $     189,433          $        2,833                $       -          $ 192,266

Net income (loss)                              $      33,101          $          459                $ (44,265)         $ (10,705)
Interest expense, net of interest income                  11                       -                   20,263             20,274
Provision (benefit) for income taxes                  11,946                     (92)                 (16,684)            (4,830)
Depreciation and amortization                         11,608                   1,032                      146             12,786
Non-operating (income) expense(1)                          -                     (52)                  24,787             24,735
Acquisition, integration and restructuring                 -                       -                   12,258             12,258
Share-based compensation                                   -                       -                    4,483              4,483
Other, net (2)                                       (10,044)                      -                    3,518             (6,526)
Allocation of corporate costs                         11,601                      50                  (11,651)                 -
Adjusted EBITDA                                $      58,223          $        1,397                $  (7,145)         $  52,475

__________________________________

(1) Non-operating income (expense) includes: (i) change in value of naming
rights liabilities, and (ii) other, net.
(2)  Other includes the following non-recurring items: (i) deal-related,
rebranding, expansion and pre-opening expenses, (ii) Credit Agreement amendment
related expenses, (iii) costs related to pursuing sports betting, iGaming and
lottery access in various jurisdictions, (iv) non-routine legal expenses, and
(v) net gains related to insurance recoveries.


Critical accounting estimates

There were no material changes in critical accounting estimates during the
period covered by this Quarterly Report on Form 10-Q. Refer to Item 7 of the
Company's Annual Report on Form 10-K for the year ended December 31, 2021 for a
complete list of our Critical Accounting Estimates.

Recent accounting pronouncements

Refer to Note 3 "  Recently Adopted and Issued Accounting Pronouncements  " in
Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent
accounting pronouncements that affect us.

Cash and capital resources

Insight

We are a holding company. Our ability to fund our obligations depends on
existing cash on hand, cash flow from our subsidiaries and our ability to raise
capital. Our primary sources of liquidity and capital resources have been cash
on hand, cash flow from operations, borrowings under our Revolving Credit
Facility (as defined herein) and proceeds from the issuance of debt and equity
securities. We assess liquidity in terms of the ability to generate cash or
obtain financing in order to fund operating, investing and debt service
requirements. Our primary ongoing cash requirements include the funding of
operations, capital expenditures, acquisitions and other investments in line
with our business strategy and debt repayment obligations and interest payments.
Our strategy has been to maintain moderate leverage and substantial capital
resources in order to take advantage of opportunities, to invest in our
businesses and acquire properties at what we believe to be attractive
valuations. As such, we have continued to invest in our land-based casino
business and began to build on our interactive/iGaming gaming business despite
the COVID-19 pandemic. We believe that existing cash balances, operating cash
flows and availability under our Revolving Credit Facility, will be sufficient
to meet funding needs for operating, capital expenditure and debt service
purposes. Additionally, while we may seek other funding alternatives, we believe
existing sources will provide the cash necessary to fund our proposed
acquisition of Tropicana Las Vegas.
                                       51

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