Bally's Corp 8-K, filed Sep 23, 2025
Bally's Corp (BALY)
About this 8-K
Bally's Corp filed this 8-K on September 23, 2025, reporting on events of September 22, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 7.01 Regulation FD Disclosure.
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2025, Bally’s Corporation, a Delaware corporation (the “Company”) entered into a transaction agreement with Intralot S.A., a Greek publicly listed company (“Intralot”), pursuant to which, at the closing (the “Closing”) of the transactions contemplated therein (the “Transactions”), which is expected to occur in the fourth quarter of 2025, Intralot will directly and/or indirectly acquire all of the issued and outstanding capital stock of Bally’s Holdings Limited, a Jersey limited company and subsidiary of the Company holding the “Bally’s International Interactive” business. As a result of the Transactions, the Company is expected to become the majority shareholder of Intralot.
H1 2025 financial information and management’s discussion and analysis for the “Bally’s International Interactive” business
The Company is filing this Current Report on Form 8-K to voluntarily provide unaudited interim carve-out consolidated financial statements for the “Bally’s International Interactive” business as of June 30, 2025 and for the six months ended June 30, 2025 and 2024 (the “BII Interim Carve-Out Financial Statements”).
The BII Interim Carve-Out Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting” with specific carve-out adjustments as set out in Note 2 thereof, and are expected to be made available to prospective investors in certain Intralot financing transactions to be undertaken in connection with the Transactions. The unaudited interim carve-out financial statements are being filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.
In addition, the Company is voluntarily providing management’s discussion and analysis of financial condition and results of operations of the “Bally’s International Interactive” business as of and for the six months ended June 30, 2025 and 2024 and as of and for the years ended December 31, 2024 and 2023 (the “BII MD&A”). The BII MD&A is being filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Certain information published by Intralot
The Company is also voluntarily providing certain unaudited pro forma financial information prepared by Intralot and that Intralot published on September 22, 2025 (the “Intralot Unaudited Pro Forma Financial Information”) for the purpose of illustrating Intralot’s combined results of operation (i) as if the transactions referred to therein had occurred on January 1, 2024 for purposes of pro forma income statement line items and (ii) as if the transactions referred to therein had occurred on June 30, 2025, for purposes of the pro forma balance sheet line items. The Intralot Unaudited Pro Forma Financial Information is being filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
As described therein, the Intralot Unaudited Pro Forma Financial Information is based on Intralot’s current estimates of, and good faith assumptions regarding, the adjustments arising from the transactions referred to therein, has been prepared by the management of Intralot for illustrative purposes and is not necessarily indicative of what Intralot’s combined results of operations would have been had the transactions referred to therein been completed as of the dates indicated nor is it meant to be indicative of Intralot’s future consolidated financial position or results of operations. None of the Company or its subsidiaries makes any representation or warranty, express or implied, as to, or assumes any responsibility for, the accuracy or completeness of the information contained in the Intralot Unaudited Pro Forma Financial Information set out in Exhibit 99.3 or any other information published or made available by Intralot. Nothing contained in the Intralot Unaudited Pro Forma Financial Information set out in Exhibit 99.3 is, or shall be relied upon as, a promise or representation by any of the Company or its subsidiaries as to the matters set for the therein, whether as to the past or the future.
All of the information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto, is being furnished and will not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as otherwise expressly stated in such filing.
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Cautionary Statement Concerning Forward-Looking Statements
Certain of the matters discussed in this Form 8-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Form 8-K include, but are not limited to, statements regarding the proposed Transactions, the ability of the parties thereto to complete the proposed Transactions and the expected timing thereof. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, these statements are not guarantees of future performance and actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by the Company in this report or otherwise filed with the Securities and Exchange Commission (“SEC”) speaks only as of the date made. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict or identify all such events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could cause these differences include, but are not limited to those included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q filed with the SEC thereafter and other reports filed by the Company with the SEC.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 99.1 | “Bally’s International Interactive” Unaudited Interim Carve-out Consolidated Financial Statements for the six months ended June 30, 2025 and 2024 | |
| 99.2 | “Bally’s International Interactive” Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 99.3 | Intralot S.A. Unaudited Pro Forma Financial Information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BALLY’S CORPORATION | ||
| Date: September 22, 2025 | By: | /s/ Kim M. Barker |
| Kim M. Barker | ||
| Chief Legal Officer | ||
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Exhibit 99.1
Bally’s International Interactive
Condensed carve-out consolidated interim financial statements
For the six months ended 30 June 2025
Bally’s International Interactive
Contents
1
Independent Auditor’s review report on condensed carve-out consolidated interim financial information of Bally’s International Interactive Gaming Business
Conclusion
We have reviewed Bally’s International Interactive Gaming Business (“the Business”) condensed carve- out consolidated interim financial statements (the “interim financial statements”) as at 30 June 2025 and for the six months period then ended (the “period”).
The interim financial statements comprise:
| ● | the condensed carve-out consolidated profit and loss accounts for the period ended 30 June 2025; |
| ● | the condensed carve-out consolidated balance sheet as at 30 June 2025; |
| ● | the condensed carve-out consolidated cashflow statements for the period then ended; and |
| ● | selected explanatory notes to the condensed carve-out consolidated interim financial statements. |
The interim financial statements included in the condensed carve-out consolidated interim financial statements of the Business have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' with specific carve-out adjustments as set out the basis of preparation note detailed in Note 2.
Based on our review, nothing has come to our attention that causes us to believe that the condensed carve-out consolidated interim financial statements are not prepared, in all material aspects, in accordance with International Accounting Standard 34 “Interim Financial Reporting” and the specific carve-out adjustments as set out in the basis of preparation in Note 2.
Basis for conclusion
We conducted our review in accordance with International Standard on Review Engagements 2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in Note 2, the annual financial statements of the Business are prepared in accordance with International Financial Reporting Standards. The condensed carve-out consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting”.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with ISRE 2410; however, future events or conditions may cause the group to cease to continue as a going concern.
2
Responsibilities of management and those charged with governance for the financial statements
The interim financial statements are the responsibility of, and have been approved by, management. Management is responsible for preparing the condensed carve-out consolidated interim financial statements. In preparing the condensed carve-out consolidated interim financial statements, management is responsible for assessing the Business’ ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Business or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the review of the financial information
Our responsibility is to express a conclusion on the condensed carve-out consolidated interim financial statements based on our review. Our conclusion is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report. This report, including the conclusion, has been prepared for the purpose of meeting certain requirements in connection with the listing of Intralot ordinary shares on the Athens Stock Exchange, including inclusion in the prospectus in connection therewith, and inclusion in an offering memorandum for Intralot bonds and may not be suitable for another purpose.
To the fullest extent permitted by law, we do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
/s/ Grant Thornton (NI) LLP
Grant Thornton (NI) LLP
Chartered Accountants & Statutory Auditors
Belfast
Date: 09 September 2025
3
Bally’s International Interactive
Management Discussion
Principal activity
Bally’s International Interactive ('BII' or the 'Company') is the digital division of Bally’s Corporation outside of North America, recognised as an iCasino and iGaming specialist, offering a wide range of products and games. BII business contains a UK and Spanish interactive businesses, a UK retail casino acquired in Q4 2024, and B2B/royalties licensing for certain intellectual properties (‘IP’).
Transaction
It is proposed that Intralot Group will acquire BII in Q4 of 2025. The transaction perimeter comprises of UK and Spain B2C businesses and a B2B business relating to licensing for certain IP. Bally’s Corporation does not prepare regular accounts for the specific transaction perimeter.
Results and performance
For the six months ended 30 June 2025, BII reported net gaming revenue (‘NGR’) of €366.2 million, representing a 12.7% increase from the same period in the prior year (€325.1 million). This growth was primarily due to organic growth. Variable costs increased for the period ended 30 June 2025 in line with revenue growth.
Profitability
Net income before taxes increased to €131.0 million for the six months ended 30 June 2025 (six months ended 30 June 2024: €97.3 million), due to organic growth, prior period including €11.8 million impairment charge, and disciplined cost management in the current period.
Cash Flow and Liquidity
Net cash generated from operating activities was €169.7 million for the six months ended 30 June 2025 (six months ended 30 June 2024: €137.9 million). BII has maintained a strong liquidity position with €25.5 million in cash and cash equivalents at period-end.
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Bally’s International Interactive
Carve-out interim consolidated balance sheet
as at 30 June 2025 and 31 December 2024
| ASSETS | Note | As at 30 Jun. 2025 (€m) | As at 31 Dec. 2024 (€m) | |||||||||
| Cash | 11 | 25.5 | 31.0 | |||||||||
| Player deposit cash | 11 | 12.2 | 12.7 | |||||||||
| Trade and other receivables | 12 | 27.4 | 24.6 | |||||||||
| Tax receivables | 5.2 | 5.6 | ||||||||||
| Intercompany loans and other receivables | 116.0 | 9.2 | ||||||||||
| Total current assets | 186.3 | 83.1 | ||||||||||
| Tangible assets | 8 | 11.6 | 12.8 | |||||||||
| Intangible assets, net | 9 | 103.1 | 100.6 | |||||||||
| Goodwill | 10 | 1,070.2 | 1,100.7 | |||||||||
| Right-of-use assets | 15 | 36.6 | 39.2 | |||||||||
| Deferred tax asset | 0.1 | - | ||||||||||
| Other long-term receivables | 1.3 | 4.5 | ||||||||||
| Total non-current assets | 1,222.9 | 1,257.8 | ||||||||||
| Total assets | 1,409.2 | 1,340.9 | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Accounts payable and accrued liabilities | 13 | 96.9 | 104.8 | |||||||||
| Other short-term payables | 50.0 | 43.3 | ||||||||||
| Current portion of provisions | 0.9 | 1.0 | ||||||||||
| Current portion of lease liabilities | 15 | 5.9 | 4.9 | |||||||||
| Interest payable | 0.7 | 0.9 | ||||||||||
| Payable to players | 10.1 | 10.1 | ||||||||||
| Taxes payable | 43.1 | 32.8 | ||||||||||
| Total current liabilities | 207.6 | 197.8 | ||||||||||
| Other long-term payables | 2.1 | 2.2 | ||||||||||
| Provisions | 0.2 | 0.2 | ||||||||||
| Lease liabilities | 15 | 46.4 | 50.1 | |||||||||
| Deferred tax liability | 9.3 | 16.9 | ||||||||||
| Total liabilities | 265.6 | 267.2 | ||||||||||
| Stockholders' equity | ||||||||||||
| Net parent investment | 697.0 | 664.8 | ||||||||||
| Retained earnings | 473.0 | 356.9 | ||||||||||
| Other reserves | (26.4 | ) | 52.0 | |||||||||
| Total stockholders' equity | 1,143.6 | 1,073.7 | ||||||||||
| Total liabilities and stockholders' equity | 1,409.2 | 1,340.9 | ||||||||||
The accompanying notes are an integral part of these Condensed carve-out consolidated interim financial statements
On behalf of the board
DocuSigned by:
Director
5
Bally’s International Interactive
Carve-out interim consolidated statement of comprehensive income
as at 30 June 2025 and 31 December 2024
| For the six months ended 30 June | ||||||||||
| Revenue | Notes | 2025 (€m) | 2024 (€m) | |||||||
| Net gaming revenue | 6 | 366.2 | 325.1 | |||||||
| Expenses | ||||||||||
| Distribution costs | 6 | (155.2 | ) | (143.9 | ) | |||||
| General and administrative | 6 | (72.4 | ) | (71.2 | ) | |||||
| Impairment of assets | 6 | - | (11.8 | ) | ||||||
| Foreign exchange (loss)/gain | 6 | (3.4 | ) | 1.9 | ||||||
| Total expenses | (231.0 | ) | (225.0 | ) | ||||||
| Interest income | 7 | 0.3 | 1.1 | |||||||
| Interest expense | 7 | (4.5 | ) | (3.9 | ) | |||||
| Total financing expenses | (4.2 | ) | (2.8 | ) | ||||||
| Net income before taxes | 131.0 | 97.3 | ||||||||
| Tax expense | (15.0 | ) | (23.5 | ) | ||||||
| Net income | 116.0 | 73.8 | ||||||||
| Foreign exchange translation | (0.6 | ) | - | |||||||
| Total comprehensive income | 115.4 | 73.8 | ||||||||
The accompanying notes are an integral part of these Condensed carve-out consolidated interim financial statements
On behalf of the board
DocuSigned by:
Director
6
Bally’s International Interactive
Carve-out interim consolidated cash flow
as at 30 June 2025 and 31 December 2024
| For the six months ended 30 June | ||||||||||
| Notes | 2025 (€m) | 2024 (€m) | ||||||||
| Operating activities | ||||||||||
| Net income for the period | 116.0 | 73.8 | ||||||||
| Amortisation and depreciation | 8,9,15 | 11.1 | 11.0 | |||||||
| Impairment of assets | 10 | - | 11.8 | |||||||
| Bad debt expense | 0.3 | 3.5 | ||||||||
| Interest expense | 7 | 4.5 | 3.9 | |||||||
| Current tax expense | 22.7 | 9.1 | ||||||||
| Deferred tax expense | (7.7 | ) | 14.5 | |||||||
| Foreign exchange loss/(gain) | 3.4 | (1.9 | ) | |||||||
| Working capital movements | 30.3 | 5.4 | ||||||||
| Income taxes (paid)/refund received | (10.9 | ) | 6.7 | |||||||
| Total cash provided by operating activities | 169.7 | 137.8 | ||||||||
| Financing activities | ||||||||||
| Loans advanced to other Bally's subsidiaries | (114.1 | ) | (129.0 | ) | ||||||
| Supplier financing | 6.3 | 35.1 | ||||||||
| Lease payments | 15 | (4.9 | ) | (0.4 | ) | |||||
| Interest payments | (2.4 | ) | (1.1 | ) | ||||||
| Total cash used in financing activities | (115.1 | ) | (95.4 | ) | ||||||
| Investing activities | ||||||||||
| Purchase of tangible assets | 8 | (0.7 | ) | (0.3 | ) | |||||
| Purchase of intangible assets | 9 | (10.3 | ) | (14.0 | ) | |||||
| Total cash used in investing activities | (11.0 | ) | (14.3 | ) | ||||||
| Net increase / (decrease) in cash during the year | 43.6 | 28.1 | ||||||||
| Cash, beginning of year | 31.0 | 27.4 | ||||||||
| Exchange (loss) / gain on cash and cash equivalents | (49.1 | ) | (26.6 | ) | ||||||
| Cash on hand | 25.5 | 28.9 | ||||||||
The accompanying notes are an integral part of these Condensed carve-out consolidated interim financial statements
On behalf of the board
DocuSigned by:
Director
7
Bally’s International Interactive
Notes to the Carve-out
interim consolidated financial statements
for the six months ended 30 June 2025 and 2024
| 1. | Reporting entity |
BII is a multi-brand global casino and bingo operator. BII's brand portfolio includes Jackpotjoy, Rainbow Riches Casino, Botemania, Bally Casino, Double Bubble Bingo, Virgin Games and Monopoly Casino, with all games operated proprietary software owned by the Company.
| 2. | Basis of preparation |
This note sets forth the basis of preparation for the special purpose condensed carve-out consolidated interim financial statements of BII, specifically the operations within the United Kingdom and Spain. These condensed carve-out consolidated interim financial statements comprise the Carve-out interim consolidated balance sheets as at June 30, 2025 and December 31, 2024 and the condensed carve-out consolidated interim profit and loss accounts and condensed carve-out consolidated interim cash flow statements for the six months ended June 30, 2025 and 2024, and selected notes to the financial statements (collectively the “Condensed carve-out consolidated interim financial statements”).
These Condensed carve-out consolidated interim financial statements have been prepared in accordance with the underlying accounting principles contained within International Financial Reporting Accounting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’), except for the specific carve-out adjustments detailed below. These Condensed carve-out consolidated interim financial statements do not contain a Statement of Changes in Equity as required under IFRS.
These Condensed carve-out consolidated interim financial statements have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’. They do not include all of the information required in annual financial statements in accordance with IFRS Accounting Standards, and should be read in conjunction with the Carve-out consolidated financial statements for the year ended 31 December 2024.
The Condensed carve-out consolidated interim financial statements have been prepared using the single entity financial records from each relevant in-scope entity, as set out in Fig 1.1 within the Business with carve-out adjustments that tailor the financial information to exclusively represent the economic realities of the UK and Spain operations.
The following provides a summary of the carve-out adjustments made:
| ● | Adjustments have been made to exclude transactions that have been included in the scoped-in entities set out in Fig 1.1 but that do not relate to the UK and Spain operations. These transactions have been excluded because they do not form part of the International Interactive Gaming Business to be transferred in the proposed transaction. |
| ● | Adjustments have been made to include transactions that relate to the UK and Spain operations but had been recorded in entities outside of the International Interactive Gaming business. |
| ● | Adjustments have been made to exclude the impact of hedging arrangements that were held by Bally’s Holdings UK Limited as they are part of BII’s hedging strategy and not specifically for the International Interactive Gaming Business. |
| ● | Adjustments have been made to exclude all investments in subsidiaries held by the scoped-in entities as these subsidiaries are not entities which are scoped in for the purposes of the carve out consolidated financial statements. These investments in subsidiaries would be eliminated by way of a group reorganisation prior to the proposed transaction. Transactions related to dividends and distributions to parent companies have also been excluded for the same reason. |
| ● | Adjustments have been made to net off the intercompany receivable and payable balances to show the net amount receivable from outside the Business. |
| ● | Retained earnings represents the accumulation of net income as reported in the Carve-out profit and loss statement, beginning with a nil balance as of December 31, 2022. This is due to the special purpose nature of these Condensed carve-out consolidated interim financial statements. |
8
Bally’s International Interactive
Notes to the Carve-out
interim consolidated financial statements
as at and for the six months ended 30 June 2025 and 2024
| ● | Other reserves consist of cumulative translation adjustments. These adjustments pertain to the net assets of in-scope entities with functional currencies differing from the reporting currency (EUR). In this instance, entities with GBP as their functional currency fall under this category. Consistent with the treatment of retained earnings, the opening balance for these reserves is also nil as of December 31, 2022. |
| ● | Net parent investment includes the initial investment and represents the sole equity balance at the end of 2022 for these statements, essentially reflecting the opening net asset of the special purpose Condensed carve-out consolidated interim financial statements. Relevant transactions affecting this account include dividends distributed by the in-scope entities, capital contributions into these entities, and any effects emanating from corporate actions that involve the Business’ entities. |
The following lists the entities that were included in the Condensed carve-out consolidated interim financial statements of BII:
Fig 1.1
| 1. | Ballys Estonia OU |
| 2. | Ballys Finance Corporation Ltd |
| 3. | Ballys Holdings Limited |
| 4. | Ballys Holdings UK Limited |
| 5. | Ballys Newcastle Limited |
| 6. | Chelms LLC |
| 7. | Games Spain Operations S.A. |
| 8. | Gamesys Group Holdings Ltd |
| 9. | Gamesys Jersey Ltd |
| 10. | Gamesys Ltd |
| 11. | Gamesys Network Ltd |
| 12. | Gamesys Operations Ltd |
| 13. | Gamesys Spain S.A. |
| 14. | Horses Mouth Limited |
| 15. | Gamesys Group Ltd |
| 16. | JPJ Holding II Ltd. |
| 17. | JPJ OPS SPAIN SA |
| 18. | Mice and Dice Ltd |
| 19. | Play Malta Plc |
| 3. | Changes in accounting policy |
The significant accounting policies used in preparing the Condensed carve-out consolidated interim financial statements are unchanged from those disclosed in the Carve-out consolidated financial statements for the year ended 31 December 2024 and have been applied consistently to all periods presented in the Condensed carve-out consolidated interim financial statements.
Standards and amendments effective for the period beginning 1 January 2025
BII has applied the following new and amended IFRS Accounting Standards for the first time in the annual reporting period ending 31 December 2025:
| ● | Amendments to IAS 21 – Lack of Exchangeability |
These amendments do not have a material impact on BII’s Carve out consolidated financial statements.
| 4. | Summary of significant accounting judgements, estimates and assumptions |
In preparing these Condensed carve-out consolidated interim financial statements, management has made judgements, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses, and cash flows. Actual results may differ from these estimates.
9
Bally’s International Interactive
Notes to the Carve-out
interim consolidated financial statements
as at and for the six months ended 30 June 2025 and 2024
The judgements, estimates and assumptions applied in the Condensed carve-out consolidated interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Carve-out consolidated financial statements for the year ended 31 December 2024.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised and in any future periods affected.
| 5. | Operating segments |
BII operates an interactive gambling service segment as a single business segment and is managed as a single operating unit. The Chief Operating Decision Maker (‘CODM’), identified as the Board of Directors of Ballys Group, reviews BII’s performance and allocates resources based on the Condensed carve-out consolidated interim financial statements. Accordingly, BII has determined that it has one reportable segment under IFRS 8 Operating Segments.
BII’s revenue, profit or loss, assets, and liabilities are monitored on a consolidated basis, and no discrete financial information is prepared for separate business lines or geographical areas. Therefore, no additional segment information is presented.
All revenue is derived from external customers, and all non-current assets are in the UK and Spain.
| 6. | Revenue and expenses |
| Revenue |
The following table summarizes BII’s breakdown of revenue for the six months ended 30 June 2025 and 2024.
| Six months ended 30 June 2025 (€m) | Six months ended 30 June 2024 (€m) | |||||||
| Gaming revenue | 350.6 | 323.5 | ||||||
| B2B revenue | 15.6 | 1.6 | ||||||
| Total revenue | 366.2 | 325.1 | ||||||
Expense by nature
The following table summarizes BII’s expense by nature for the six months ended 30 June 2025 and 2024.
| Six months ended 30 June 2025 (€m) | Six months ended 30 June 2024 (€m) | |||||||
| Selling and marketing | 38.4 | 40.9 | ||||||
| Licensing fees | 32.1 | 23.0 | ||||||
| Gaming taxes | 75.2 | 68.9 | ||||||
| Processing fees | 9.5 | 11.1 | ||||||
| Compensation and benefits | 41.9 | 38.1 | ||||||
| Professional fees | 3.5 | 4.1 | ||||||
| General and administrative | 15.9 | 18.0 | ||||||
| Tangible and right of use asset depreciation | 4.4 | 3.6 | ||||||
| Intangible asset amortisation | 4.8 | 5.6 | ||||||
| Amortisation of acquisition related purchase price intangibles | 1.9 | 1.8 | ||||||
| Impairment of assets | - | 11.8 | ||||||
| Foreign exchange (gain)/loss | 3.4 | (1.9 | ) | |||||
| Total expenses | 231.0 | 225.0 | ||||||
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Bally’s International
Interactive
Notes to the Carve-out
interim consolidated financial statements
as at and for the six months ended 30 June 2025 and 2024
| 7. | Interest income and expense |
The following table summarizes the components of interest income and interest expense for the six months ended 30 June 2025 and 2024.
Interest income
| Six months ended 30 June 2025 (€m) | Six months ended 30 June 2024 (€m) | |||||||
| Other interest income | 0.3 | 0.3 | ||||||
| Interest income from tax authority | - | 0.8 | ||||||
| Total interest income arising from financial assets | 0.3 | 1.1 | ||||||
Interest expense
| Six months ended 30 June 2025 (€m) | Six months ended 30 June 2024 (€m) | |||||||
| Interest on bill of exchange | 0.2 | 1.8 | ||||||
| Interest expense on operating leases | 2.3 | 1.9 | ||||||
| Fair value adjustments on contingent consideration | 0.3 | - | ||||||
| Other interest expense | 1.7 | 0.2 | ||||||
| Total interest expense arising from financial liabilities | 4.5 | 3.9 | ||||||
11
Bally’s International Interactive
Notes to the Carve-out
interim consolidated financial statements
as at and for the six months ended 30 June 2025 and 2024
| 8. | Tangible assets |
The following tables summarizes the continuity schedules for BII’s tangible assets.
| As at 30 June 2025 | ||||||||||||||||||||
| Fixtures and fittings | Hardware and equipment | Freehold Property | Leasehold Property | Total | ||||||||||||||||
| (€m) | (€m) | (€m) | (€m) | (€m) | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, 1 January 2025 | 12.8 | 32.8 | 3.0 | 1.5 | 50.1 | |||||||||||||||
| Additions/transfers | 0.5 | 0.1 | - | 0.1 | 0.7 | |||||||||||||||
| Translation | (0.5 | ) | (0.9 | ) | - | (0.1 | ) | (1.5 | ) | |||||||||||
| Balance, 30 June 2025 | 12.8 | 32.0 | 3.0 | 1.5 | 49.3 | |||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Balance, 1 January 2025 | (6.0 | ) | (31.1 | ) | - | (0.2 | ) | (37.3 | ) | |||||||||||
| Depreciation | (0.1 | ) | (1.1 | ) | - | (0.4 | ) | (1.6 | ) | |||||||||||
| Disposals/transfers | 0.2 | 0.8 | - | 0.2 | 1.2 | |||||||||||||||
| Balance, 30 June 2025 | (5.9 | ) | (31.4 | ) | - | (0.4 | ) | (37.7 | ) | |||||||||||
| Carrying value, 30 June 2025 | 6.9 | 0.6 | 3.0 | 1.1 | 11.6 | |||||||||||||||
| As at 31 December 2024 | ||||||||||||||||||||
| Fixtures and fittings | Hardware and equipment | Freehold Property | Leasehold Property | Total | ||||||||||||||||
| (€m) | (€m) | (€m) | (€m) | (€m) | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, 1 January 2024 | 4.0 | 30.7 | 2.9 | 8.4 | 46.0 | |||||||||||||||
| Additions/transfers | 8.5 | 2.1 | - | (7.3 | ) | 3.3 | ||||||||||||||
| Translation | 0.3 | - | 0.1 | 0.4 | 0.8 | |||||||||||||||
| Balance, 31 December 2024 | 12.8 | 32.8 | 3.0 | 1.5 | 50.1 | |||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Balance, 1 January 2024 | (5.2 | ) | (27.7 | ) | - | (0.5 | ) | (33.4 | ) | |||||||||||
| Depreciation | (2.0 | ) | (1.6 | ) | - | (0.1 | ) | (3.7 | ) | |||||||||||
| Disposals/transfers | 1.2 | (1.8 | ) | - | 0.4 | (0.2 | ) | |||||||||||||
| Balance, 31 December 2024 | (6.0 | ) | (31.1 | ) | - | (0.2 | ) | (37.3 | ) | |||||||||||
| Carrying value, 31 December 2024 | 6.8 | 1.7 | 3.0 | 1.3 | 12.8 | |||||||||||||||
12
Bally’s International
Interactive
Carve-out interim consolidated
cash flow statement
for the six months ended 30 June 2025 and 2024
| 9. | Intangible assets, net |
The following tables summarizes the continuity schedules for BII’s intangible assets, net.
| Gaming licences (€m) | Software Development (€m) | PPA software (€m) | Computer Software (€m) | Customer Base (€m) | Total (€m) | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| Balance, 1 January 2025 | 0.4 | 77.2 | 72.4 | 5.7 | 2.6 | 158.3 | ||||||||||||||||||
| Additions | - | 10.3 | - | - | - | 10.3 | ||||||||||||||||||
| Translation | - | (1.9 | ) | - | (0.1 | ) | - | (2.0 | ) | |||||||||||||||
| Balance, 30, June 2025 | 0.4 | 85.6 | 72.4 | 5.6 | 2.6 | 166.6 | ||||||||||||||||||
| Accumulated amortisation | ||||||||||||||||||||||||
| Balance, 1 January 2025 | (0.1 | ) | (30.4 | ) | (22.5 | ) | (3.0 | ) | (1.7 | ) | (57.7 | ) | ||||||||||||
| Amortisation | - | (4.3 | ) | (1.8 | ) | (0.3 | ) | (0.3 | ) | (6.7 | ) | |||||||||||||
| Translation | - | 0.8 | - | - | 0.1 | 0.9 | ||||||||||||||||||
| Balance, 30, June 2025 | (0.1 | ) | (33.9 | ) | (24.3 | ) | (3.3 | ) | (1.9 | ) | (63.5 | ) | ||||||||||||
| Carrying value, 30 June 2025 | 0.3 | 51.7 | 48.1 | 2.3 | 0.7 | 103.1 | ||||||||||||||||||
| Gaming licences (€m) | Software Development (€m) | PPA software (€m) | Computer Software (€m) | Customer Base (€m) | Total (€m) | |||||||||||||||||||
| Cost | ||||||||||||||||||||||||
| Balance, 1 January 2024 | 0.1 | 49.8 | 72.4 | 3.7 | 2.4 | 128.4 | ||||||||||||||||||
| Additions | 0.3 | 25.6 | - | 2.0 | 0.2 | 28.1 | ||||||||||||||||||
| Translation | - | 1.8 | - | - | - | 1.8 | ||||||||||||||||||
| Balance, 31 December 2024 | 0.4 | 77.2 | 72.4 | 5.7 | 2.6 | 158.3 | ||||||||||||||||||
| Accumulated amortisation | ||||||||||||||||||||||||
| Balance, 1 January 2024 | - | (20.4 | ) | (18.9 | ) | (2.1 | ) | (0.9 | ) | (42.3 | ) | |||||||||||||
| Amortisation | (0.1 | ) | (10.0 | ) | (3.6 | ) | (0.9 | ) | (0.8 | ) | (15.4 | ) | ||||||||||||
| Impairment | - | - | - | - | - | - | ||||||||||||||||||
| Balance, 31 December 2024 | (0.1 | ) | (30.4 | ) | (22.5 | ) | (3.0 | ) | (1.7 | ) | (57.7 | ) | ||||||||||||
| Carrying value, 31 December 2024 | 0.3 | 46.8 | 49.9 | 2.7 | 0.9 | 100.6 | ||||||||||||||||||
13
Bally’s International
Interactive
Notes to the Carve-out
interim consolidated financial statements
as at and for the six months ended 30 June 2025 and 2024
| 10. | Goodwill |
The following table summarizes the changes to the carrying value of goodwill for the six months ended 30 June 2025 and year ended 31 December 2024.
| Six months ended 30 June 2025 (€m) | Year ended 31 December 2024 (€m) | |||||||
| Cost | ||||||||
| Opening balance, goodwill (cost) | 1,115.7 | 1,055.1 | ||||||
| Additions | - | 1.1 | ||||||
| Translation | (30.5 | ) | 59.5 | |||||
| Ending balance, goodwill (cost) | 1,085.2 | 1,115.7 | ||||||
| Accumulated impairment | ||||||||
| Opening balance, goodwill impairment | (15.0 | ) | (3.2 | ) | ||||
| Impairment | - | (11.8 | ) | |||||
| Ending balance, goodwill impairment | (15.0 | ) | (15.0 | ) | ||||
| Ending balance, goodwill | 1,070.2 | 1,100.7 | ||||||
| 11. | Cash and player deposits |
The following table summarizes the cash and player deposit balances as at 30 June 2025 and 31 December 2024.
| As at 30 June 2025 (€m) | As at 31 December 2024 (€m) | |||||||
| Bank balances | 25.5 | 31.0 | ||||||
| Player deposits1 | 12.2 | 12.7 | ||||||
| Total cash and player deposits | 37.7 | 43.7 | ||||||
| 1Player | deposits – restricted cash consists of cash held by BII in relation to amounts payable to players. |
| 12. | Trade and other receivables |
The following table summarizes the trade and other receivable balances as at 30 June 2025 and 31 December 2024.
| As at 30 June 2025 (€m) | As at 31 December 2024 (€m) | |||||||
| Prepaid expenses | 12.2 | 7.6 | ||||||
| VAT receivables | 3.3 | 4.4 | ||||||
| Current account with tax authorities | 6.1 | 5.7 | ||||||
| Other trade receivables | 5.8 | 6.9 | ||||||
| Total trade and other receivables | 27.4 | 24.6 | ||||||
14
Bally’s International
Interactive
Notes to the Carve-out
interim consolidated financial statements
as at and for the six months ended 30 June 2025 and 2024
13. Accounts payable and accrued liabilities
The following table summarizes the accounts payable and accrued liabilities balances as at 30 June 2025 and 31 December 2024.
| As at 30 June 2025 (€m) | As at 31 December 2024 (€m) | |||||||
| Trade payables | 4.8 | 14.7 | ||||||
| Accrued expenses | 51.1 | 48.2 | ||||||
| Gaming taxes, social security and other taxes | 41.0 | 41.9 | ||||||
| Total accounts payable and accrued liabilities | 96.9 | 104.8 | ||||||
14. Financial instruments
BII’s financial instruments are classified and measured in accordance with IFRS 9 – Financial Instruments. The carrying amounts of financial assets and liabilities by category are as follows:
| As at 30 June 2025 (€m) | As at 31 December 2024 (€m) | |||||||
| Financial assets | ||||||||
| Financial assets measured at FVTPL ¹ | 1.4 | 4.5 | ||||||
| Financial assets measured at amortised cost ² | 181.1 | 77.3 | ||||||
| 182.5 | 81.8 | |||||||
| Financial liabilities | ||||||||
| Financial liabilities measured at amortised cost ³ | 159.2 | 160.4 | ||||||
| 159.2 | 160.4 | |||||||
| 1. | Fair value through profit or loss: Includes other long-term receivables. These are measured at fair value, with changes recognised in profit or loss. |
| 2. | Amortised cost: Includes cash, trade and other receivables, intercompany loans, and other debtors. These are held to collect contractual cash flows and are measured using the effective interest method. |
| 3. | Includes trade payables, intercompany payables, other creditors, and accruals. These are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. |
15
Bally’s International Interactive
Notes to the Carve-out
interim consolidated financial statements
as at and for the six months ended 30 June 2025 and 2024
15. Leases
BII leases office space and data centres. The leases range from 1 to 8 years. Information about leases for which BII is a lessee is presented below:
Right of use assets
| Six months ended 30 June 2025 (€m) | Year ended 31 December 2024 (€m) | |||||||
| Opening balance, right of use assets | 39.2 | 37.7 | ||||||
| Additions | 1.2 | 4.7 | ||||||
| Depreciation charge for the period | (2.8 | ) | (4.4 | ) | ||||
| Translation adjustment | (1.0 | ) | 1.2 | |||||
| Ending balance, right of use assets | 36.6 | 39.2 | ||||||
Lease liabilities
| Six months ended 30 June 2025 (€m) | Year ended 31 December 2024 (€m) | |||||||
| Opening balance, lease liabilities | 55.0 | 48.5 | ||||||
| Additions | 1.3 | 4.7 | ||||||
| Interest expense for the period | 2.4 | 4.0 | ||||||
| Lease payments for the period | (5.0 | ) | (2.8 | ) | ||||
| Translation adjustment | (1.4 | ) | 0.6 | |||||
| Ending balance, lease liabilities | 52.3 | 55.0 | ||||||
| Current | 5.9 | 4.9 | ||||||
| Non-current | 46.4 | 50.1 | ||||||
16. Subsequent events
On July 1, 2025, BII entered into a definitive transaction agreement pursuant to which Intralot Group will acquire BII in a cash-and-shares transaction that values the business at an enterprise value of €2.7 billion. The consideration for the acquisition of BII will comprise a combination of €1.53 billion in cash paid by Intralot and €1.136 billion of newly issued shares delivered by Intralot to Bally’s Corporation.
The transaction will be implemented through Intralot’s direct or indirect acquisition of 100% of the equity of Bally’s Holdings Limited, a wholly-owned subsidiary of Bally’s Corporation and the current parent company of BII, in exchange for the cash and equity consideration described above.
Following the completion of the transaction, Intralot Group is expected to remain listed on the Athens Stock Exchange. Bally’s Corporation, currently Intralot’s largest shareholder, is expected to become the majority shareholder of Intralot as a result of the transaction. The completion of the transaction is expected to occur in the fourth quarter of 2025, subject to certain Intralot shareholder approvals, customary antitrust and gaming regulatory approvals and other customary closing conditions.
On August 5, 2025, BII announced a partnership with English Premier League football club Nottingham Forest. The deal will see BII become the club’s front of shirt sponsor for the forthcoming 2025/26 Premier League campaign, the club’s fourth consecutive season in England’s top flight football league.
16
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE BALLY’S INTERNATIONAL INTERACTIVE BUSINESS
The following is a discussion and analysis of the results of operations and financial condition of the Bally’s International Interactive business (the “Bally’s International Interactive Business,” “BII” or the “Business”) as of and for the six months ended June 30, 2025 and 2024 and as of and for the years ended December 31, 2024 and 2023.
The historical financial information presented in this discussion does not reflect changes as a result of the intended acquisition by Intralot S.A., a Greek publicly listed company (“Intralot”), of all of the issued and outstanding capital stock of Bally’s Holdings Limited, pursuant to the transaction agreement entered into between Bally’s Corporation (together with its consolidated subsidiaries, the “Bally’s Group” or “Bally’s”) and Intralot as previously disclosed in Bally’s Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2025 (the “Acquisition” and together with certain related transactions, the “Transactions”), unless otherwise stated. This discussion also includes certain key performance indicators and non-IFRS financial measures.
The following discussion contains forward-looking statements. The actual results of the Bally’s International Interactive Business could differ materially from those contained in any forward-looking statements.
Overview
The Bally’s International Interactive Business is a leading online gaming operator focusing exclusively on regulated gaming markets, particularly the UK (Europe’s largest online gaming market), where it is one of the largest operators, and Spain, where it has a growing footprint. Through licensed entities in the UK, Gibraltar, Spain and Ireland, BII delivers a wide range of engaging online games and products, including real money online slots, casino, bingo, poker and instant win games (and also, as of 2024, sports betting products), to its approximately 700,000 active cash players via a premier portfolio of distinctive and recognizable brands such as Jackpotjoy, Virgin Games, Monopoly Casino, Double Bubble Bingo, Bally Bet Sports & Casino (“Bally Bet”), Rainbow Riches Casino and Botemania (collectively, the “Branded Sites”).
The success of the Bally’s International Interactive Business’ Branded Sites are powered and underpinned by a technology stack that is mostly proprietary, including: (i) its Vitruvian technology platform (the “Vitruvian Platform”), a core technology suite that integrates various data services (including the collection and processing of data from customer interactions and operational systems and enabling data-driven decision making), artificial intelligence (“AI”) and machine learning features (including predictive models that analyse player behaviour and operational trends, facilitate customer segmentation and the optimisation of customer acquisition and retention strategies and help enhance responsible gaming, user experience and more) and real-time tracking and marketing capabilities; (ii) its Excite player account management system (the “Excite PAM”), a central hub for player registration, identity verification and financial transactions, among other things, which has been designed through over 20 years of continual investment to be highly adaptable and to include a proprietary safer gambling algorithm that is applied across all of the Branded Sites; and (iii) its Infinity content aggregator (the “Infinity Aggregator”), an aggregator of both proprietary and third-party online gaming content that facilitates adding new providers and content across any or all of the Branded Sites in a quick and easy manner. Together, BII’s technology stack represents a modern, high-quality modularized system that is optimized for efficient operations and enables fast time-to-market for new products and services in both existing and new regulated markets, and is expected to be highly complementary with Intralot’s own technology stack following the completion of the Transactions.
Since its acquisition by the Bally’s Group in October 2021, the Bally’s International Interactive Business has seen resilient growth. This growth has been supported by a range of tailored content, strong customer relationships, strong player engagement capabilities and a sophisticated customer retention strategy, which have benefited from industry trends of increased online gaming activities relative to traditional physical or land-based alternatives. The Bally’s International Interactive Business also has substantial opportunities to deliver further growth in the coming years, including, for example: (i) in sports betting, where a debut sports offering was rolled out across most of the Branded Sites in the UK in 2024 (and also introduced in Spain in 2025) and for which further front-end enhancements and improved sportsbook marketing are underway in 2025; and (ii) in Spain, where the recent lifting of many advertising restrictions and player protection requirements that had been in place since 2020 may facilitate meaningful expansion. There are also a range of other new geographic and product expansion opportunities that the Acquisition is expected to facilitate.
For the twelve months ended June 30, 2025, the Bally’s International Interactive Business’ had total revenues and Adjusted EBITDA of €726.8 million and €301.6 million, respectively. Of the €726.8 million in revenues, 91% was derived from the UK, 6% was derived from Spain, and the remainder was derived from other jurisdictions.
Carve-Out Results Presentation
The Bally’s International Interactive Business has not previously prepared consolidated financial statements. The carve-out consolidated financial statements of the Bally’s International Interactive Business have been prepared in accordance with (in the case of the audited carve-out consolidated financial statements as of and for the years ended December 31, 2024 and 2023) IFRS as issued by the International Accounting Standards Board, and (in the case of the unaudited carve-out consolidated financial statements as of and for the six months ended June 30, 2025 and 2024) IAS 34, “Interim Financial Reporting,” in each case using the stand-alone entity financial records from each relevant Bally’s International Interactive Entity with carve-out adjustments that tailor the financial information to exclusively represent the economic realities of the operations to be transferred in the Acquisition. The specific carve-out adjustments, which are detailed in Note 2 (Basis of preparation) to the historical carve-out consolidated financial statements, comprise adjustments: (i) to exclude transactions recorded in the financial results of the Bally’s International Interactive Entities that do not form part of the Bally’s International Interactive Business; (ii) to include transactions that relate to the Bally’s International Interactive Business that were recorded in the financial results of entities other than the Bally’s International Interactive Entities; (iii) to exclude the impact of hedging arrangements that were held by a Bally’s International Interactive Entity as part of the Bally’s Group’s hedging strategy and were not specifically for the Bally’s International Interactive Business; (iv) to exclude interests and investments held by the Bally’s International Interactive Entities in subsidiaries that are not part of the acquisition perimeter and which have been, or will be prior to the date on which the Acquisition is consummated, eliminated by way of a group reorganization; (v) to exclude distributions to parent companies; (vi) to net off the “Intercompany loans and other receivables” balances within “Assets” in the carve-out consolidated balance sheet to present net receivables from related parties outside of the Bally’s International Interactive Business; and (vii) as further detailed in the aforementioned Note 2 (Basis of preparation).
The preparation of the carve-out consolidated financial statements was based on certain assumptions and estimates, and may not necessarily reflect the results of operations, financial position and cash flows that would have been presented if the Bally’s International Interactive Business had been a separate consolidated group as of the dates and during the periods presented. For example, although Intralot and Bally’s expect to enter into certain services and other arrangements to help ensure that they each continue to benefit from the intellectual property and services that they historically benefitted from in the conduct of their respective businesses, and generally on arm’s length terms that are unlikely to differ materially from the underlying terms, assumptions and estimates reflected in the preparation of the carve-out consolidated financial statements, in the event that the Bally’s International Interactive Business chooses in the future to obtain certain services currently provided by Bally’s (or provided pursuant to contracts between Bally’s and a third party) from other third-party providers or add or develop the resources to provide these services internally, its cost profile in relation to such services may differ materially.
Key Factors Affecting Results of Operations and Financial Condition
The following reflects a description of the principal factors that have affected the Bally’s International Interactive Business’ performance for the years ended December 31, 2024 and 2023 and for the six months ended June 30, 2025 and 2024.
Macroeconomic Environment
Demand for the online gaming industry’s products and services is influenced by general economic conditions and trends in consumer spending in the markets in which the Bally’s International Interactive Business operates. Online gaming is a form of entertainment and, as such, competes with other forms of entertainment for consumers’ disposable income and share of discretionary spending. Although the Bally’s International Interactive Business believes online gaming can sometimes be more resilient than some other forms of entertainment, spending on online gaming may decrease if the jurisdictions in which it operates experience a decline in GDP or an increase of inflation or other unfavourable economic conditions, particularly in the UK given the large percentage of its revenue derived from this market.
The UK economy also expanded sluggishly, growing at a 0.4% rate for 2023 and 1.1% in 2024. This trend continued into 2025, with the UK’s gross domestic product growing 0.7% in the first quarter of 2025 and 0.3% in the second quarter of 2025. The Bank of England’s policy outlook is complicated by persistent price pressures in the context of this slower growth. Moreover, interest rates remained steady in the UK in 2024, reflecting expectations for lower inflation. Although the Bank of England recently lowered interest rates, forecasts for the remainder of 2025 are uncertain due to risks to economic growth, global trade and geopolitical tensions. Growth in Spain, by contrast, has been a relative bright spot and is projected to have grown 3.2% in 2024, over four times the eurozone average, boosted by strong tourism flows and services exports.
2
Competition in the Gaming Industries
The online gaming industries are highly competitive. Online and offline advertising is also widespread, with operators competing for affiliates and customers who are attracted by sign-up bonuses and other incentives.
Existing and new competitors may also increase marketing spending, including to unprofitable levels, in an attempt to distort the online gaming market to build market share quickly. Some of the Bally’s International Interactive Business’ competitors have or will have significantly greater financial, technical, marketing and sales resources and may be able to respond more quickly to changes in customer needs. Additionally, these competitors may be able to devote greater resources to the enhancement, promotion and sale of their games and gaming systems. The Business’ future success is dependent upon its ability to retain its current customers and to acquire new customers.
In addition to its known current competitors, traditional land-based casino operators and other entities, many of whom have significant financial resources, an entrenched position in markets and name-brand recognition, may enter the online gaming markets in the future and thereby become new competitors for the Bally’s International Interactive Business.
Players also face a vast array of entertainment choices. Other forms of entertainment, such as offline, traditional online, personal computer and console games, television, movies, sports and the internet, are much larger and more well-established markets and may be perceived by the players of the Bally’s International Interactive Business’ online games to offer greater variety, affordability, interactivity and enjoyment. These other forms of entertainment compete for the discretionary time and income of BII’s player base. If BII is unable to sustain sufficient interest in its games compared with other forms of entertainment, its business model may no longer be viable.
New Product Offerings, Marketing and Maintenance of Brand and Games Awareness
The betting and gaming industry is characterized by changing consumer trends and new product innovation. The emerging character of online gaming products and services and their evolution requires the Bally’s International Interactive Business to use leading technologies effectively, continue to develop its technological expertise, enhance its current products and services and continue to improve the performance, features and reliability of its technology and advanced information systems.
In order to acquire and retain customers, the Bally’s International Interactive Business invests significantly in the development and marketing of its brands and websites/apps. Marketing expenses may also moderately increase due to marketing efforts associated with new products and brand initiatives. For example, the Business’ overall marketing costs increased significantly in the year ended December 31, 2024 compared to the prior years, as a result of a concerted marketing effort during the year associated with the launch of Bally Bet, a new UK brand to replace the previous Megaways brand. If the Bally’s International Interactive Business is unable to develop, maintain and enhance the profits of its brands and games, its ability to attract new customers or retain existing customers and to implement its strategic goals may be adversely affected. In addition, increased competition may require more management time and resource and greater levels of expenditure to develop, maintain and enhance the profile of the Bally’s International Interactive Business’ brands and games. Existing or future competitors may also have access to greater resources to invest in their respective marketing campaigns and industry or market-wide trends towards higher marketing costs and expenditures may impact net income and profit margins.
Moreover, the Bally’s International Interactive Business relies on the know-how and resources of third-party service providers when undertaking its marketing and branding activities. It may also rely on third-party service providers to expand its product and service offerings. For example, in 2024, the Business launched its debut sports offering (for which front-end enhancements and improved sportsbook marketing are underway in 2025) in partnership with Kambi under a long-term sportsbook partnership with the Business. Similarly, the Business’ relationship with certain of its games suppliers is an important differentiating factor in its ability to continue delivering engaging and entertaining content.
The Bally’s International Interactive Business uses personal data relating to its customers for the purposes of marketing to those customers. The third-party service providers used by the Business may also process the personal data of players for marketing purposes. As a result, the Business is required to comply with the General Data Protection Regulation (EU 2016/679) (the “EU GDPR”) and its transposition into UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (the “UK GDPR”, together with the EU GDPR, the “GDPR”), which imposes constraints on the ability of data controllers to profile customers. Local gaming law and regulation may also impose additional constraints, and continue to evolve. For example, the Gambling Commission of Great Britain (the “UKGC”) has separately introduced limitations on the use of personal data by holders of operating licenses, particularly in relation to direct marketing, and has been active in enforcing perceived breaches. Further, on May 1, 2025, a new direct marketing license condition came into force that requires operators to provide customers with options to opt-in to direct marketing on a per product (including betting, casino, bingo, as applicable) and per channel (including phone call, email and text messages (SMS) as applicable) basis. In Spain, in contrast, certain prohibitions imposed by the Spanish government during the COVID-19 lockdown on the offering of incentives or email and social media advertising have recently been loosened. As local gaming laws with specific restrictions on the gambling sector and data protection regulatory standards in the UK and the EU continue to evolve, they are likely to impact the Bally’s International Interactive Business’ ability to market its product and services, and the nature and extent of its marketing activities, both in existing and new markets.
3
Regulatory Environment
The Bally’s International Interactive Business is subject to robust gaming legal and regulatory frameworks in the jurisdictions in which it offers its products (at present, principally the UK, Ireland and Spain) as well as the jurisdictions in which its entities are licensed (namely, the UK, Gibraltar, Spain and Ireland). Typically, the gaming regulatory environment is established by statute and underlying regulations and is administered by one or more gaming regulatory authorities with broad discretion to regulate the affairs of licensed operators. In general, gaming regulatory authorities: (i) adopt, interpret and enforce gaming laws and regulations (including, and of increasing importance, relevant rules around anti-money laundering, safer gambling, illegal gambling, fairer gambling and advertising); (ii) impose disciplinary sanctions for breaches of licensing conditions or applicable gaming or other laws and regulations, including through revocations, suspensions, financial penalties and warnings; (iii) review the character and fitness of participants in gaming operations and make determinations regarding their suitability or qualification for licensure (on an ongoing basis); (iv) grant licenses for participation in gaming operations; (v) issue license conditions and codes of practice; (vi) collect and review reports and regulatory returns and other information submitted by operators in connection with their gaming operations (including, in some jurisdictions, through logging, reporting, and/or review of transactions and winning wagers over certain amounts); (vii) review and approve key events, including certain change-of-control and potentially other transactions; and (viii) establish and collect certain fees. The regulatory approach varies to an extent from jurisdiction to jurisdiction, but will typically involve a mix of principles-based and rules-based regulation. Compliance with applicable regulatory requirements is critical to maintaining the Business’ licenses, protecting its customers and driving growth.
In the United Kingdom, which is the Business’ largest market, online betting and gaming is regulated by the United Kingdom Gambling Act of 2005, as amended (the “UK Gambling Act”), pursuant to which the UKGC issues licences, licence conditions and codes of practice. In December 2020, the UK government launched a review of the UK Gambling Act. There is a risk that the existing online gaming regulations in the UK could be amended or become much more onerous moving forward. Following the UK government’s review of the UK Gambling Act, on April 27, 2023, the UK government published a White Paper “High Stakes: gambling reform for the digital age” (the “White Paper”), which outlined a series of recommendations for improved regulation of the industry, including financial risk checks, further online slots stake limits, a statutory levy on operators, direct marketing opt-in, and a range of other policy proposals which are structured around six main themes: (1) online player protections regarding players and products; (2) marketing and advertising; (3) the powers of the UKGC; (4) dispute resolution and consumer redress; (5) children and young adults; and (6) land-based gambling. The implementation of these recommendations is still ongoing. Although the impact of the White Paper recommendations and the UKGC reforms on the Bally’s International Interactive Business’ results of operations are currently expected to be limited (with the Business in general being less impacted relative to the wider market due to its existing policies and procedures), the various proposals are at different stages of implementation and the full consequences remain difficult to predict with certainty.
In Spain, the Spanish Gambling Act, which came into effect on May 29, 2011, regulates the Spanish online gambling market and requires that operators that provide gambling services (e.g., betting and iGaming) in Spain obtain an operating license from the Directorate General for the Regulation of Gambling (Dirección General de Ordenación del Juego). Due in part to the loosening of the COVID-era advertising restrictions in 2024 referred to above, the Spanish market is expected grow at a higher rate over the next few years, which the Bally’s International Interactive Business believes creates a meaningful upside opportunity if an effective, locally-adapted marketing and retention strategy can be executed.
Gibraltar is currently in the process of updating and revising its remote gambling licensing and regulatory framework. The final draft of a new Gambling Act has been formally tabled before the Gibraltar Parliament and is expected to become effective on or around October 1, 2025. The new Gibraltar Gambling Act will replace and repeal the existing Gibraltar Gambling Act 2005 in its entirety. The principal aim of the new Gibraltar Act is to modernise the current framework and ensure that it remains fit for purpose reflecting the realities of the industry today. Key changes include an expansion of the triggers for licensing, the introduction of new categories of licences (including B2B remote gambling licences and licences for entities providing support services to licensees) and the introduction of a Gambling Appeals Tribunal. In addition, key management roles and individuals exercising significant influence must now be approved by the commissioner, undergoing fit and proper tests. While it is also anticipated that there will be changes to inter alia the applicable fee structures and certain regulatory processes, these are not expected to materially impact the Bally’s International Interactive Business, since licensees will generally be grandfathered into the new Gibraltar Act and only limited modifications are expected upon renewal of the Gibraltar licenses to bring the licence agreement and arrangements in line with the new legislation.
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The changing regulatory landscape within jurisdictions in which the Bally’s International Interactive Business operates or may seek to operate (or from where the Bally’s International Interactive Business derives, or may seek to derive revenue), as well as the differences in regulation from jurisdiction to jurisdiction, may result in significant uncertainty and increased competition, impact the Bally’s International Interactive Business in current markets and prospects in new markets and have a material adverse effect on the Business and its operating results and financial condition by restricting the Bally’s International Interactive Business’ local marketing activities or requiring the Bally’s International Interactive Business to cease accepting customers from such jurisdictions entirely.
Tax Environment
The Bally’s International Interactive Business is subject to income taxes, gaming levies and duties and other taxes in a number of jurisdictions including Gibraltar, Malta, Estonia, Spain, Ireland and the UK. The Business’ expected income tax expense is based on the accounting profit of each legal entity, determined in accordance with applicable accounting standards and tax regulations, with the effects of its corporate structure, intercompany and intellectual property arrangements, and the nature and location of its operations reflected in the financial statements. In the future, the Bally’s International Interactive Business’ effective tax rate could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in tax treaties and changes in tax laws, regulations, guidelines or accounting principles. In addition, the determination of the Business’ worldwide provision for income taxes and other tax liabilities requires significant judgement by management.
The Bally’s International Interactive Business’ future taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of the Business’ deferred tax assets and liabilities, or by changes in tax laws, regulations, guidelines, or accounting principles, or as a result of taxes in new jurisdictions where it does not currently operate but may in the future as a result of licensure, approval or other factors. For example, in April 2025, the UK government introduced a statutory levy on licensed operator revenue for the research, prevention and treatment of gambling harms from 0.1% to 1.1% of gross gaming revenue in 2024 for most online B2C and software license categories and 0.5% for land-based casinos. In addition, the UK government launched a consultation in April 2025 on how to bring remote gambling duties into a single tax, as against the current UK regime of three distinct tax rates (the Remote Gaming Duty (RGD) at 21% of operator profit, General Betting Duty (GBD) at 15% of profit and Pool Betting Duty (PBD) at 15% of net stake receipts), in each case, of gross profit as calculated for the purposes of the relevant duty. The risks associated with potential tax harmonization, which include possible rate rises, remain uncertain.
Key Factors Affecting the Comparability of Our Results of Operations
Licensing Royalties
During the fourth quarter of 2024, as part of a strategic realignment, the Bally’s Group sold its interactive business in Asia and certain other international markets (the “Carved-Out Business”) to a company (the “Buyer”) formed by members of the management of the Carved-Out Business. Concurrently with the carve-out, ownership of certain intellectual property used in the Carved-Out Business has been placed into an independent trust and is being licensed by the trust to the Buyer for a term of five years (subject to extension). Under the relevant trust arrangements, proceeds generated from the independent trust property are distributed to an entity within BII, and accordingly, are recognized as licensing revenue within “Non-gaming revenue” in the carve-out consolidated profit and loss accounts for the Bally’s International Interactive Business.
This licensing revenue recognized in the year ended December 31, 2024 (which, having commenced in November, was recognized only in relation to November and December) amounted to €6.5 million, and in the six months ended June 30, 2025 (in relation to the entire period) amounted to €14.4 million. BII does not bear any material costs in connection with its receipt of the licensing revenue.
Fluctuations in Foreign Currency Exchange Rates
The preponderance of the Bally’s International Interactive Business’ revenues and its cost base are denominated in British pounds sterling, while the reporting currency for its carve-out consolidated financial statements is the euro. Thus, a decrease in the value of British pounds sterling against the euro will decrease the euro amounts of revenues, expenses and profits reported for the Business’ British pound sterling operations, while an increase in the in the value of British pounds sterling against the euro will generally have the opposite effect.
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Certain Key Performance Indicators and Non-IFRS Measures
The Bally’s International Interactive Business uses certain key performance indicates (“KPIs”) and non-IFRS financial measures, such as EBITDA and Adjusted EBITDA, which in its view provide alternative measures with which to monitor its economic, financial and operating performance. These measures have been provided for informational purposes only and are not indicative of historical operating results nor are they meant to be predictive of future results. Non-IFRS measures should not be considered as an alternative to similar measures calculated and presented in accordance with IFRS. Not all companies calculate these measures in an identical manner and, accordingly, the Bally’s International Interactive Business’ presentation may not be consistent with similar measures used by other companies.
EBITDA and Adjusted EBITDA
The Bally’s International Interactive Business defines EBITDA as income before interest expense (net of interest income), income taxes, amortisation and depreciation, impairment of assets, and foreign exchange. The Business defines Adjusted EBITDA as EBITDA further adjusted for reorganisation costs, acquisition, transaction-related costs, one-off tax charges and certain other gains or losses (collectively referred to as “Transactional Add-backs”). While this measure is not recognised by IFRS, management of the Business believes that it is a meaningful indicator of the Business’ underlying financial performance.
The following table presents a reconciliation of Adjusted EBITDA to net income for the periods indicated:
| Years ended | Six months ended | |||||||||||||||
| December 31, | June 30, | |||||||||||||||
| (€ in millions) | 2024 | 2023 | 2025 | 2024 | ||||||||||||
| Net income | 177.7 | 179.3 | 116.0 | 73.8 | ||||||||||||
| Interest expense, net | 6.5 | 7.6 | 4.2 | 2.8 | ||||||||||||
| Tax expense | 46.9 | 19.6 | 15.0 | 23.5 | ||||||||||||
| Amortisation and depreciation | 23.4 | 22.2 | 11.1 | 11.0 | ||||||||||||
| Impairment | 11.8 | 3.2 | — | 11.8 | ||||||||||||
| Foreign exchange (gain) / loss | (2.7 | ) | 0.5 | 3.4 | (1.9 | ) | ||||||||||
| EBITDA | 263.7 | 232.4 | 149.7 | 121.0 | ||||||||||||
| Transactional Add-backs | 6.2 | 9.6 | 2.2 | (0.8 | ) | |||||||||||
| Adjusted EBITDA | 269.9 | 242.0 | 151.9 | 120.2 | ||||||||||||
Key Performance Indicators
The Bally’s International Interactive Business tracks monthly online real money revenue per average active player as a metric of customer engagement, which is a key driver of long-term growth and is useful in assessing performance against customer experience strategic objectives. The below table presents this metric for the Business for the periods indicated:
| Years ended | Six months ended | |||||||||||||||
| December 31, | June 30, | |||||||||||||||
| 2024 | 2023 | 2025 | 2024 | |||||||||||||
| Average online active players per month(1) (#’000s) | 678.2 | 642.2 | 682.5 | 677.2 | ||||||||||||
| Total online real money revenue(2) (€ in millions) | 673.8 | 610.2 | 346.3 | 323.5 | ||||||||||||
| Average online real money revenue per month(3) (€ in millions) | 56.1 | 50.9 | 57.7 | 53.9 | ||||||||||||
| Monthly online real money revenue per average active player(4) (€) | 83 | 79 | 85 | 80 | ||||||||||||
| (1) | Average online active players per month is defined as real money players who have placed at least one bet in a given month, averaged over a reported period. |
| (2) | Total online real money revenue is defined as revenue less revenue earned from B2B operations. |
| (3) | Average online real money revenue per month is defined as total online real money revenue, averaged over a reported period. |
| (4) | Monthly online real money revenue per average active player is defined as average online real money revenue per month divided by average online active players per month. |
Monthly online real money revenue per average active player increased 5.1% for the year ended December 31, 2024 and 6.3% for the six months ended June 30, 2025.
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Explanation of Key Line Items in the Carve-Out Income Statement
Revenue
Gaming revenue consists of online and retail components. Online gaming revenue is the total amounts wagered by players less all winnings payable to players, bonuses allocated and jackpot contributions. Players transact with the Bally’s International Interactive Business’ individual businesses under agreed terms, which form the basis for the contractual arrangement.
Retail revenue consists of retail gaming service contracts involving our land-based casinos which include an obligation to honour the outcome of a wager and to pay out an amount equal to the stated odds, including the return of the initial wager, when a customer receives a winning hand. These elements, honouring the outcome of the hand of play and issuing the pay out, are considered a single performance obligation. An additional performance obligation arises when customers earn additional benefits under player loyalty programmes.
Non-gaming revenue primarily comprises distributions of licensing fees earned by the independent trust described in “—Key Factors Affecting the Comparability of Our Results of Operations—Licensing Royalties” above.
Distribution costs
Distribution costs comprise the costs of selling and marketing costs, licensing fees, gaming taxes (including one-off tax charges) and payment processing fees. With the exception of selling and marketing expenses, distribution costs tend to be variable in relation to gaming revenue.
General and administrative expenses
General and administrative expenses primarily comprise compensation and benefits, professional fees, technology infrastructure costs, as well as other general overhead costs, including depreciation and amortization.
Transactional Add-backs
Transactional Add-backs relate to non-recurring charges related to legal, professional, due diligence and other direct costs/fees associated with transactions, acquisitions, disposals and reorganisations contemplated or completed by the Business.
Comparison of the Results of Operations of the Bally’s International Interactive Business
The following table sets forth BII’s operating results for the six months ended June 30, 2024 and 2025.
| Years ended | Six months ended | |||||||||||||||
| December 31, | June 30, | |||||||||||||||
| 2024 | 2023 | 2025 | 2024 | |||||||||||||
| (€ in millions) | (audited) | (audited) | (unaudited) | (unaudited) | ||||||||||||
| Revenue | ||||||||||||||||
| Gaming | 675.7 | 610.1 | 350.6 | 323.5 | ||||||||||||
| Non-gaming | 10.0 | 3.5 | 15.6 | 1.6 | ||||||||||||
| Total revenue | 685.7 | 613.6 | 366.2 | 325.1 | ||||||||||||
| Expenses | ||||||||||||||||
| Distribution costs | (295.7 | ) | (274.8 | ) | (155.2 | ) | (143.9 | ) | ||||||||
| General and administrative expenses | (149.7 | ) | (128.5 | ) | (72.4 | ) | (71.2 | ) | ||||||||
| Impairment of assets | (11.8 | ) | (3.2 | ) | — | (11.8 | ) | |||||||||
| Transaction related costs | — | (0.1 | ) | — | — | |||||||||||
| Foreign exchange gain / (loss) | 2.6 | (0.5 | ) | (3.4 | ) | 1.9 | ||||||||||
| Total expenses | (454.6 | ) | (407.1 | ) | (231.0 | ) | (225.0 | ) | ||||||||
| Interest income | 1.4 | 0.9 | 0.3 | 1.1 | ||||||||||||
| Interest expense | (7.9 | ) | (8.5 | ) | (4.5 | ) | (3.9 | ) | ||||||||
| Total financing expenses | (6.5 | ) | (7.6 | ) | (4.2 | ) | (2.8 | ) | ||||||||
| Net income before taxes | 224.6 | 198.9 | 131.0 | 97.3 | ||||||||||||
| Tax expense | (46.9 | ) | (19.6 | ) | (15.0 | ) | (23.5 | ) | ||||||||
| Net income | 177.7 | 179.3 | 116.0 | 73.8 | ||||||||||||
| Foreign exchange translation | — | — | (0.6 | ) | — | |||||||||||
| Total comprehensive income | 177.7 | 179.3 | 115.4 | 73.8 | ||||||||||||
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Comparison of Results of Operations for the Six Months Ended June 30, 2024 with the Six Months Ended June 30, 2025
Revenue
Revenue increased by €41.1 million, or 12.7%, to €366.2 million for the six months ended June 30, 2025 from €325.1 million for the six months ended June 30, 2024, with gaming revenue increasing by €27.1 million, or 8.4%, to €350.6 million from €323.5 million and non-gaming revenue increasing by €14.0 million, or 860.3%, to €15.6 million from €1.6 million.
The increase in gaming revenue was primarily due to organic growth in the number of active users as well as successful revenue optimization strategies. The increase in gaming revenue also benefited to some extent from a strengthening of the British pound sterling against the euro as well as the recognition of three months revenue from the land-based casino in the UK (“Bally’s Newcastle”), which was acquired in the fourth quarter of 2024.
The increase in non-gaming revenue was primarily due to licensing fees earned by the independent trust described in “—Key Factors Affecting the Comparability of Our Results of Operations—Licensing Royalties.”
Distribution costs
Distribution costs increased by €11.3 million, or 7.9%, to €155.2 million for the six months ended June 30, 2025 from €143.9 million for the six months ended June 30, 2024. This increase was primarily due to increased gaming taxes and licensing fees linked to the higher revenues described above, partially offset by lower processing fees driven by contract renegotiations with certain providers.
General and administrative expenses
General and administrative expenses increased by €1.2 million, or 1.6%, to €72.4 million for the six months ended June 30, 2025 from €71.2 million for the six months ended June 30, 2024. This increase was primarily due to inflation.
Impairment of assets
Impairment of assets decreased by €11.8 million to nil for the six months ended June 30, 2025 from €11.8 million for the six months ended June 30, 2024 as there were no impaired assets in the current period.
Tax expense
Tax expense decreased by €8.5 million to €15.0 million for the six months ended June 30, 2025 from €23.5 million for the six months ended June 30, 2024. This decrease was primarily due to the changes described above.
Net income before taxes
Net income before taxes increased by €33.7 million to €131.0 million for the six months ended June 30, 2025 from €97.3 million for the six months ended June 30, 2024. This increase was primarily due to the changes described above.
Adjusted EBITDA
Adjusted EBITDA increased by €31.7 million to €151.9 million for the six months ended June 30, 2025 from €120.2 million for the six months ended June 30, 2024. This increase was primarily due to the higher revenues described above and effective cost management. Amortization and depreciation, which (together with impairment of assets, discussed above, and Transactional Add-backs) represent the main difference between Adjusted EBITDA and net income before taxes, were flat. Transactional Add-backs increased by €3.0 million to €2.2 million for the six months ended June 30, 2025 from negative adjustments of €0.8 million for the six months ended June 30, 2024.
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Comparison of the Results of Operations for the Year Ended December 31, 2023 with the Year Ended December 31, 2024
Revenue
Revenue increased by €72.1 million, or 11.8%, to €685.7 million for the year ended December 31, 2024 from €613.6 million for the year ended December 31, 2023, with gaming revenue increasing by €65.6 million, or 10.8%, to €675.7 million from €610.1 million, and non-gaming revenue increasing by €6.5 million, or 181.7%, to €10.0 million from €3.5 million.
The increase in gaming revenue was primarily due to organic growth in the number of active users as well as successful revenue optimization strategies. The increase in gaming revenue also benefited to some extent from a strengthening of the British pound sterling against the euro as well as the recognition of two months of revenue from Bally’s Newcastle.
The increase in non-gaming revenue was primarily attributable to the commencement in November 2024 of distributions of licensing fees earned by the independent trust described in “—Key Factors Affecting the Comparability of Our Results of Operations—Licensing Royalties” above.
Distribution costs
Distribution costs increased by €20.9 million, or 7.6%, to €295.7 million for the year ended December 31, 2024 from €274.8 million for the year ended December 31, 2023. This increase was primarily due to an increase in marketing spend, as a result of the concerted marketing effort during the year associated with the launch of the new Bally Bet brand, as well as increased gaming taxes and licensing fees linked to higher revenues described above, partially offset by lower processing fees driven by contract renegotiations with certain providers.
General and administrative expenses
General and administrative expenses increased by €21.2 million, or 16.5%, to €149.7 million for the year ended December 31, 2024 from €128.5 million for the year ended December 31, 2023. This increase was primarily due to an increase in the statutory levy imposed in the UK on gambling operators (which increased from 0.1% to 1.1% of gross gaming revenue in 2024, a level at which it is currently expected to remain), fees associated with termination of a content partnership and a revision in attribution rules used to allocate shared costs between BII and other reportable segments of the Bally’s Group.
Impairment of assets
Impairment of assets increased by €8.6 million to €11.8 million for the year ended December 31, 2024 from €3.2 million for the year ended December 31, 2023. This increase was primarily due to a larger write-off for previously capitalised software development.
Tax expense
Tax expense increased by €27.3 million to €46.9 million for the year ended December 31, 2024 from €19.6 million for the year ended December 31, 2023. This increase was primarily due to a higher deferred tax liability recognised following a reduction in tax value of certain intangible assets.
Net income before taxes
Net income before taxes increased by €25.7 million to €224.6 million for the year ended December 31, 2024 from €198.9 million for the year ended December 31, 2023. This increase was primarily due to the changes described above.
Adjusted EBITDA
Adjusted EBITDA increased by €27.9 million, or 11.5%, to €269.9 million for the year ended December 31, 2024 from €242.0 million for the year ended December 31, 2023. This increase was primarily driven by strong revenue growth and effective cost management. Amortization and depreciation, which (together with impairment of assets, discussed above, and Transactional Add-backs) represent the main difference between Adjusted EBITDA and net income before taxes, were broadly flat. Transactional Add-backs decreased by €3.4 million to €6.2 million for the year ended December 31, 2024 from €9.6 million for the year ended December 31, 2023.
Liquidity and Capital Resources
BII requires capital and liquidity to fund existing and future operations and future cash payments. BII’s policy is to maintain sufficient capital levels to fund its financial position and meet future commitments and obligations in a cost-effective manner.
BII’s ability to generate cash depends on its operating performance, which depends on general economic, financial, industry and other factors, many of which are beyond the Business’ control.
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Cash Flows
The following table sets out the Bally’s International Interactive Business’ statement of cash flows for the periods indicated:
| Years ended December 31, | Six months ended June 30, | |||||||||||||||
| 2024 | 2023 | 2025 | 2024 | |||||||||||||
| (€ in millions) | (audited) | (audited) | (unaudited) | (unaudited) | ||||||||||||
| Total cash provided by operating activities | 304.7 | 137.4 | 169.7 | 137.8 | ||||||||||||
| Total cash used in financing activities | (236.9 | ) | (165.2 | ) | (115.1 | ) | (95.4 | ) | ||||||||
| Total cash used in investing activities | (30.8 | ) | (20.9 | ) | (11.0 | ) | (14.3 | ) | ||||||||
| Net cash inflow / (outflow) | 37.0 | (48.7 | ) | 43.6 | 28.1 | |||||||||||
| Cash, beginning of period | 27.4 | 71.7 | 31.0 | 27.4 | ||||||||||||
| Exchange (loss) / gain on cash and cash equivalents | (33.4 | ) | 4.4 | (49.1 | ) | (26.6 | ) | |||||||||
| Cash on hand, end of period | 31.0 | 27.4 | 25.5 | 28.9 | ||||||||||||
| Net increase / (decrease) in cash during the year | 37.0 | (48.7 | ) | 43.6 | 28.1 | |||||||||||
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Total cash provided by operating activities
Total cash provided by operating activities was €169.7 million for the six months ended June 30, 2025, which reflected €139.4 million of cash provided by operating activities before working capital movements. Working capital movements resulted in €30.3 million of net cash inflows, which was primarily the result of utilization of a deferred payables scheme.
Total cash provided by operating activities was €137.8 million for the six months ended June 30, 2024, which reflected €132.4 million of cash provided by operating activities before working capital movements. Working capital movements resulted in €5.4 million of net cash inflows, which was primarily the result of normal trading operations of the Business.
Total cash used in financing activities
Total cash used in financing activities was €115.1 million for the six months ended June 30, 2025. This was primarily due to €114.1 million in loans advanced to entities in the Bally’s Group that will not be transferred as part of the Acquisition, partially offset by €6.3 million of supplier financing related to the deferred payables scheme discussed above.
Total cash used in financing activities was €95.4 million for the six months ended June 30, 2024. This was primarily due to €129.0 million loans advanced to entities in the Bally’s Group that will not be transferred as part of the Acquisition, partially offset by €35.1 million of supplier financing.
Total cash used in investing activities
Total cash used in investing activities was €11.0 million for the six months ended June 30, 2025. This was primarily due to €10.3 million of capitalised development costs and €0.7 million of acquisitions of additional fixtures and computer equipment.
Total cash used in investing activities was €14.3 million for the six months ended June 30, 2024. This was primarily due to €14.0 million of capitalised development costs and €0.3 million of acquisitions of additional fixtures and computer equipment.
The Business’ capitalised development costs during the periods under review primarily related to development of its proprietary platform.
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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Total cash provided by operating activities
Total cash provided by operating activities was €304.7 million for the year ended December 31, 2024, which reflected €251.7 million of cash provided by operating activities before working capital movements. Working capital movements resulted in €53.0 million of net cash inflows, which were primarily the result of a new payables deferral strategy to pay off maturing trade and other obligations such as gaming tax accruals through bills of exchange in order to effectively extend payment terms by an additional 60 days, as well as an increase in trade payables.
Total cash provided by operating activities was €137.4 million for the year ended December 31, 2023, which reflected €230.6 million of cash provided by operating activities before working capital movements. Working capital movements resulted in €93.2 million of net cash outflows, which were primarily the result of intercompany trading activity with entities in the Bally’s Group that will not be transferred as part of the Acquisition.
Total cash used in financing activities
Total cash used in financing activities was €236.9 million for the year ended December 31, 2024. This was primarily due to €266.1 million in loans advanced to entities in the Bally’s Group that will not be transferred as part of the Acquisition, partially offset by €35.1 million of supplier financing related to the payables deferral strategy discussed above.
Total cash used in financing activities was €165.2 million for the year ended December 31, 2023. This was primarily due to €164.6 million loans advanced to entities in the Bally’s Group that will not be transferred as part of the Acquisition.
Total cash used in investing activities
Total cash used in investing activities was €30.8 million for the year ended December 31, 2024. This was primarily due to €28.1 million of capitalised software development costs and €1.9 million of acquisitions of additional fixtures and computer equipment.
Total cash used in investing activities was €20.9 million for the year ended December 31, 2023. This was primarily due to €17.4 million of capitalised software development costs and €2.0 million of acquisitions of additional fixtures and computer equipment.
Off-Balance Sheet Arrangements
As of June 30, 2025, the Bally’s International Interactive Business did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Qualitative and Quantitative Disclosure about Market Risk
In the ordinary course of business, the Bally’s International Interactive Business is exposed to a variety of market risks arising in relation to its financial assets and liabilities, including credit risk, liquidity risk and foreign exchange risk. The Business has historically sought to maintain a balanced approach to managing its financial exposure by matching assets and liabilities and achieving operational flexibility through use of liquidity generated by operating activities.
Credit Risk
Credit risk is the risk of loss associated with the counterparty’s inability to fulfill its payment obligations. As of December 31, 2024, the Bally’s International Interactive Business is largely exposed to credit risk through its relationship with its service providers as well as its cash balances.
The Business monitors the credit ratings of counterparties regularly and as of December 31, 2024 does not expect any losses from non-performance by the counterparties. The Business’ policy is to transfer significant concentrations of cash held at lower-rated financial institutions to higher-rated financial institutions as swiftly as possible.
Liquidity Risk
Liquidity risk arises from the Bally’s International Interactive Business’ ability to meet its financial obligations as they become due. Management believes that the cash generated from the Bally’s International Interactive Business’ business activities is sufficient to fund its working capital and capital expenditure needs in the short and long term, assuming there are no significant adverse changes in the markets in which the Bally’s International Interactive Business operates.
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Foreign Exchange Risk
Foreign exchange risk arises when individual group entities enter into transactions denominated in a currency other than their functional currency. The Bally’s International Interactive Business’ policy is, where possible, to allow individual group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency. Where the Bally’s International Interactive Business’ entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Bally’s International Interactive Business.
Apart from these particular cash flows, the Bally’s International Interactive Business aims to fund expenses and investments in its respective currencies and to manage foreign exchange risk at a local level by matching the currency in which revenue is generated and expenses are incurred as well as by matching the currency of its debt structure with the currency cash is generated in.
Use of Accounting Estimates
The preparation of the Bally’s International Interactive Business’ carve-out consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and cash flows and the accompanying disclosures. Estimates and judgements are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The effect of a change in an accounting estimate is recognised prospectively by including it in the carve-out consolidated profit and loss accounts in the period of the change, if the change affects that period only; or in the period of the change and future periods if the change affects both.
For additional discussion on significant accounting judgments, estimates and assumptions made in preparing the Bally’s International Interactive Business’ carve-out consolidated financial statements, please refer to Note 4 (Summary of significant accounting judgements, estimates and assumptions) to the Bally’s International Interactive Business’ historical carve-out consolidated financial statements.
Goodwill and Intangible Assets
Goodwill and intangible assets are reviewed for impairment annually, or more frequently when there are indicators that impairment may have occurred, by comparing the carrying value to its recoverable amount. Management uses judgement in estimating the recoverable values of the Bally’s International Interactive Business’ cash-generating unit and uses internally developed valuation models that consider various factors and assumptions including forecasted cash earnings, growth rates and discount rates. The use of different assumptions and estimates could influence the determination of the existence and extent of impairment and the valuation of intangible assets.
Taxes
The Bally’s International Interactive Business may be subject to indirect taxation on transactions, which have been treated as exempt supplies of gambling, or on supplies which have been zero rated where legislation provides that the services are received or used and enjoyed in the country where the service provider is located. Revenue earned from players located in any particular jurisdiction may give rise to further taxes in that jurisdiction. If such taxes are levied, either on the basis of current law or the current practice of any tax authority, or by reason of a change in the law or practice, then this may have a material adverse effect on the amount of tax payable by the Bally’s International Interactive Business, its financial position or its reported results. Where it is considered probable that a previously identified contingent liability will give rise to an actual outflow of funds, then a provision is made in respect of the relevant jurisdiction and period impacted. Where the likelihood of a liability arising is considered less than probable the contingency is not recognised as a liability at the balance sheet date.
The Bally’s International Interactive Business is also exposed to a range of different corporation and other tax regimes. Any given tax jurisdiction may have complex legislation operating both domestically and potentially beyond the borders of the country in question. This requires the Business to make judgements on the basis of detailed tax analysis and recognise payables or provisions and disclose contingent liabilities as appropriate in the circumstances. Should the Business’ judgement change as it is revisited over time, or the associated estimates be updated as more information comes to light, tax expense recorded in the carve-out consolidated profit and loss accounts in future reporting periods will be affected.
12
Exhibit 99.3
This document contains forward-looking statements and other information that involves risks, uncertainties and assumptions. These forward-looking statements may be identified by the fact that they do not relate only to historical or current facts but to expectations or projections of future events, results and circumstances that may or may not occur in the future, and by use of forward-looking terminology, such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “risk,” “should,” “suggest,” “target,” “will,” “would,” and similar language or the negative thereof or similar expressions that are projections of or indicate future events or future trends. For the avoidance of doubt, Intralot S.A.’s (the “Company,” “we” or “our”) targets on future earnings and financial position and performance of Intralot S.A. and its subsidiaries (the “Group”), Bally’s Holdings Limited and its subsidiaries (collectively, the “BII Group”) or the Company and its consolidated subsidiaries, including the BII Group, subsequent to the acquisition by the Company of 100.00% of the share capital of Bally’s Holdings Limited (the “Acquisition”) (including, but not limited to, sale proceeds, EBITDA, Adjusted EBITDA, Operating Free Cash Flow, Operating Free Cash Flow Conversion, Maintenance Capital Expenditure and leverage) are also forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed in, or implied by, such forward-looking statements. You are cautioned that forward-looking statements are not guarantees of future performance and that due to various risks, uncertainties and assumptions, any change of plans or targets based on market circumstances, actual events or results or actual performance, developments in the industries in which we operate or will operate, future capital expenditures and acquisitions, as well as any disruption in general economic and business conditions, particularly in geographic areas where business may be concentrated, may differ materially from those reflected or contemplated in such forward-looking statements or projections. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations and the assumptions underlying them, including, without limitation, statements regarding our future financial position, risks and uncertainties related to our business, industry, strategy, capital expenditure, projected costs and our plans and objectives for future operations. These statements are based on plans, estimates and projections as they are currently available to our management. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update any of them in light of new information or future events. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.
By their very nature, forward-looking statements involve risks and uncertainties. These statements are based on our management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions affecting the gaming industry, intense competition in the markets in which we operate and costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting our markets, the cost and availability of adequate insurance coverage and financing, changes in interest rates and other factors beyond our control). Furthermore, our strategic plan contains certain forward-looking statements of operating and financial targets, as well as expected capital expenditure, in the medium term. The assumptions upon which such targets are based are inherently subject to significant uncertainties and actual results may differ, perhaps materially, from those anticipated. Management prepared such targets on the basis of management estimates and certain assumptions, some of which are outside of our control, that we believe to be reasonable, including our business plan, management’s observations of the most recent operating conditions, as well as management’s expectations for conditions and trends through the medium term. Certain key assumptions underpinning the Company’s business strategy include, but are not limited to, the realization of synergies from the Acquisition (including organizational savings, operational efficiencies, IT synergies and third party indirect IT costs and leadership synergies), continuing to capitalize on leading positions in key markets, successfully pursuing new contracts and expansion opportunities, increase in cross-sales, capitalizing on complementary technologies and the ability to leverage pre-existing relationships with regulators.
The Company and its subsidiaries assume no obligation to update any of the forward-looking statements after the date of this document to conform those statements to actual results, subject to compliance with all applicable laws.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following section presents certain unaudited pro forma financial information of the Company (the “Unaudited Pro Forma Financial Information”) which include:
| ● | the unaudited pro forma consolidated income statement of the Company for the year ended December 31, 2024 (the “2024 Unaudited Pro Forma Income Statement”); |
| ● | the unaudited pro forma consolidated income statement of the Company for the six months ended June 30, 2025 (the “2025 Interim Unaudited Pro Forma Income Statement”); |
| ● | the unaudited pro forma consolidated income statement of the Company for the twelve months ended June 30, 2025 (the “LTM Unaudited Pro Forma Income Statement”); and |
| ● | the unaudited pro forma consolidated statement of financial position of the Company as of June 30, 2025 (the “2025 Unaudited Pro Forma Balance Sheet”). |
The Unaudited Pro Forma Financial Information has been prepared to illustrate the effects of, and has been adjusted (the “Pro Forma Adjustments”) to account for: (i) the Acquisition, including the Share Consideration (as defined below); (ii) the issuance of senior secured notes by Intralot Capital Luxembourg S.A. (the “Notes”), the entering into the New GBP Term Facility and the New Greek Term Facility (as described in the announcement dated September 19, 2025, available on the Company’s website: INTRALOT secures €660 million of new long-term debt financing for the acquisition of Bally’s International Interactive business) (the “New Term Facilities” and, together with the Notes, the “New Debt Financings”) and the use of proceeds therefrom; (iii) our raise of additional funds through an issuance of equity (the “Equity Raise”) (together with the Share Consideration, the “Share Capital Increase”) and (iv) the repayment of all amounts outstanding under our existing $230.0 million term facilities and €100.0 million term bond facilities (the “Existing Term Facilities”) (together, the “Transactions”). The Pro Forma Adjustments reflect an aggregate consideration for the Acquisition consisting of (i) cash consideration in the amount of €1,530,000 thousand (the “Cash Consideration”), and (ii) newly issued shares in the Company at an implied value of €1,135,819 thousand (the “Share Consideration”).
The Unaudited Pro Forma Financial Information is based on the assumptions and is subject to the qualifications and adjustments described in the accompanying notes thereto. The Unaudited Pro Forma Financial Information has been prepared to illustrate the combined results of operation of the Company (i) as if the Transactions had occurred on January 1, 2024 for purposes of the 2024 Unaudited Pro Forma Income Statement, the 2025 Interim Unaudited Pro Forma Income Statement and the LTM Unaudited Pro Forma Income Statement, and (ii) as if the Transactions had occurred on June 30, 2025, for purposes of the 2025 Unaudited Pro Forma Balance Sheet.
The Unaudited Pro Forma Financial Information is based on our current estimates of, and good faith assumptions regarding, the adjustments arising from the Transactions. The Unaudited Pro Forma Financial Information is based on currently available information and estimates of the Pro Forma Adjustments that we believe are (i) directly attributable to the Transactions, (ii) expected to have a continuing impact on the Company and its subsidiaries and (iii) are factually supportable. Our actual results may differ significantly from those reflected in the Unaudited Pro Forma Financial Information for various reasons, including, but not limited to, differences between the assumptions used to prepare the Unaudited Pro Forma Financial Information and actual amounts. The Unaudited Pro Forma Financial Information has been prepared by management for illustrative purposes and as supplemental information to facilitate management discussion and analysis. Such information is not necessarily indicative of what our combined results of operations would have been had the Transactions been completed as of the dates indicated nor is it meant to be indicative of our future consolidated financial position or results of operations.
The Unaudited Pro Forma Financial Information has not been prepared in accordance with the requirements of Regulation S-X of the U.S. Securities Act of 1933, as amended, Regulation (EU) 2017/1129 (as amended or superseded, the Prospectus Regulation) or any generally accepted accounting standards. Neither the assumptions underlying the Pro Forma Adjustments, nor the Unaudited Pro Forma Financial Information have been audited or reviewed in accordance with any generally accepted auditing standards. Any reliance you place on this information should fully take this into consideration.
The Pro Forma Adjustments do not reflect any matters that are not directly attributable to implementing the Transactions. The Unaudited Pro Forma Financial Information do not reflect, for example, any integration plans (including any integration costs that may be incurred as a result of the Acquisitions), any reorganization taxes, any synergies, operating efficiencies and cost savings that may result from the Acquisitions (such as those included in the calculation of Pro Forma RR Adjusted EBITDA and Pro Forma RR Adjusted EBITDA (including cost synergies).
2
Unaudited Pro Forma Financial Information
The
following tables show the Unaudited Pro forma Financial Information of the Group for the periods presented.
Unaudited Pro Forma Consolidated Income Statement for the year ended December 31, 2024
| Intralot Historical | BII Carve- Out Historical | Accounting Adjustments | Acquisition | Financings | Unaudited Pro Forma | |||||||||||||||||||
| (€ in thousands) | (Note 1) | (Note 2) | (Note 3) | (Note 4) | (Note 5) | |||||||||||||||||||
| Sale proceeds | 355,535 | 685,697 | 1,041,232 | |||||||||||||||||||||
| Cost of sales | (214,209 | ) | — | (251,832 | ) | (466,041 | ) | |||||||||||||||||
| Gross profit | 141,326 | 685,697 | (251,832 | ) | 0 | 0 | 575,191 | |||||||||||||||||
| Other operating income | 29,943 | — | 29,943 | |||||||||||||||||||||
| Selling expenses | (31,982 | ) | — | (103,052 | ) | (135,034 | ) | |||||||||||||||||
| Distribution costs | — | (295,732 | ) | 295,732 | — | |||||||||||||||||||
| Administrative expenses | (81,861 | ) | — | (90,573 | ) | (9,200 | ) | (181,634 | ) | |||||||||||||||
| General and administrative expenses | — | (149,725 | ) | 149,725 | — | |||||||||||||||||||
| Research and development expenses | (1,542 | ) | — | (1,542 | ) | |||||||||||||||||||
| Reorganization expenses(a) | (2,391 | ) | — | (34,619 | ) | (37,010 | ) | |||||||||||||||||
| Other operating expenses | (2,146 | ) | — | (2,146 | ) | |||||||||||||||||||
| EBIT | 51,347 | 240,240 | 0 | (9,200 | ) | (34,619 | ) | 247,768 | ||||||||||||||||
| Income/(expenses) from participations and investments | 399 | — | 399 | |||||||||||||||||||||
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 95 | (11,769 | ) | (11,674 | ) | |||||||||||||||||||
| Interest and similar expenses | (45,655 | ) | (7,926 | ) | (127,993 | ) | (181,574 | ) | ||||||||||||||||
| Interest and similar income | 4,604 | 1,438 | 6,042 | |||||||||||||||||||||
| Exchange differences | 578 | 2,655 | 3,233 | |||||||||||||||||||||
| Profit/(loss) from equity method consolidation | 362 | — | 362 | |||||||||||||||||||||
| Profit/(loss) to net monetary position | 6,311 | — | - | 6,311 | ||||||||||||||||||||
| Profit/(Loss) before taxes | 18,041 | 224,638 | 0 | (9,200 | ) | (162,612 | ) | 70,867 | ||||||||||||||||
| Tax | (1,405 | ) | (46,953 | ) | 42,953 | (5,405 | ) | |||||||||||||||||
| Profit/(Loss) after tax | 16,636 | 177,685 | 0 | (9,200 | ) | (119,659 | ) | 65,462 | ||||||||||||||||
| (a) | Reorganisation expenses presented herein include adjustments related to Transaction Costs (as defined below) relating to the Acquisition. |
3
Unaudited Pro Forma Consolidated Income Statement for the Six Months Ended June 30, 2025
| Intralot Historical | BII Carve- Out Historical | Accounting Adjustments | Acquisition | Financings | Unaudited Pro Forma | |||||||||||||||||||
| (€ in thousands) | (Note 1) | (Note 2) | (Note 3) | (Note 4) | (Note 5) | |||||||||||||||||||
| Sale proceeds | 168,043 | 366,233 | 534,276 | |||||||||||||||||||||
| Cost of sales | (110,319 | ) | 0 | (132,859 | ) | (243,177 | ) | |||||||||||||||||
| Gross profit | 57,724 | 366,233 | (132,859 | ) | 0 | 0 | 291,098 | |||||||||||||||||
| Other operating income | 15,317 | 0 | 15,317 | |||||||||||||||||||||
| Selling expenses | (13,041 | ) | 0 | (54,111 | ) | (67,152 | ) | |||||||||||||||||
| Distribution costs | — | (155,230 | ) | 155,230 | 0 | |||||||||||||||||||
| Administrative expenses | (33,151 | ) | 0 | (40,710 | ) | (4,600 | ) | (78,461 | ) | |||||||||||||||
| General and administrative expenses | — | (72,449 | ) | 72,449 | 0 | |||||||||||||||||||
| Research and development expenses | (760 | ) | 0 | (760 | ) | |||||||||||||||||||
| Reorganization expenses | (443 | ) | (13 | ) | (456 | ) | ||||||||||||||||||
| Other operating expenses | (665 | ) | 0 | (665 | ) | |||||||||||||||||||
| EBIT | 24,981 | 138,541 | 0 | (4,600 | ) | 0 | 158,922 | |||||||||||||||||
| Income/(expenses) from participations and investments | 62 | 0 | 62 | |||||||||||||||||||||
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 313 | 0 | 313 | |||||||||||||||||||||
| Interest and similar expenses | (16,695 | ) | (4,458 | ) | (52,861 | ) | (74,014 | ) | ||||||||||||||||
| Interest and similar income | 2,343 | 251 | 2,594 | |||||||||||||||||||||
| Exchange differences | 52 | (3,358 | ) | (3,306 | ) | |||||||||||||||||||
| Profit/(loss) from equity method consolidation | (148 | ) | 0 | (148 | ) | |||||||||||||||||||
| Profit/(loss) to net monetary position | (1,129 | ) | 0 | (1,129 | ) | |||||||||||||||||||
| Profit/(Loss) before taxes | 9,779 | 130,976 | 0 | (4,600 | ) | (52,861 | ) | 83,294 | ||||||||||||||||
| Tax | (6,911 | ) | (14,960 | ) | 14,365 | (7,506 | ) | |||||||||||||||||
| Profit/(Loss) after tax | 2,868 | 116,016 | 0 | (4,600 | ) | (38,496 | ) | 75,788 | ||||||||||||||||
4
Unaudited Pro Forma Consolidated Income Statement for the Twelve Months Ended June 30, 2025
| Intralot Historical | BII Carve- Out Historical | Accounting Adjustments | Acquisition | Financings | Unaudited Pro Forma | |||||||||||||||||||
| (€ in thousands) | (Note 1) | (Note 2) | (Note 3) | (Note 4) | (Note 5) | |||||||||||||||||||
| Sale proceeds | 358,268 | 726,830 | 1,085,098 | |||||||||||||||||||||
| Cost of sales | (224,787 | ) | 0 | (265,826 | ) | (490,613 | ) | |||||||||||||||||
| Gross profit | 133,481 | 726,830 | (265,826 | ) | 0 | 0 | 594,485 | |||||||||||||||||
| Other operating income | 31,388 | 0 | 31,388 | |||||||||||||||||||||
| Selling expenses | (29,668 | ) | 0 | (102,036 | ) | (131,704 | ) | |||||||||||||||||
| Distribution costs | 0 | (307,090 | ) | 307,090 | 0 | |||||||||||||||||||
| Administrative expenses | (76,703 | ) | 0 | (90,121 | ) | (9,200 | ) | (176,024 | ) | |||||||||||||||
| General and administrative expenses | 0 | (150,893 | ) | 150,893 | 0 | |||||||||||||||||||
| Research and development expenses | (1,507 | ) | 0 | (1,507 | ) | |||||||||||||||||||
| Reorganization expenses | (1,556 | ) | (13 | ) | (1,569 | ) | ||||||||||||||||||
| Other operating expenses | (2,127 | ) | 0 | (2,127 | ) | |||||||||||||||||||
| EBIT | 53,308 | 268,834 | 0 | (9,200 | ) | 0 | 312,942 | |||||||||||||||||
| Income/(expenses) from participations and investments | 36 | 0 | 36 | |||||||||||||||||||||
| Gain/(loss) from assets disposal, impairment loss and write-off of assets | 400 | 0 | 400 | |||||||||||||||||||||
| Interest and similar expenses | (38,397 | ) | (8,472 | ) | (105,217 | ) | (152,086 | ) | ||||||||||||||||
| Interest and similar income | 4,944 | 585 | 5,529 | |||||||||||||||||||||
| Exchange differences | 143 | (2,612 | ) | (2,469 | ) | |||||||||||||||||||
| Profit/(loss) from equity method consolidation | 137 | 0 | 137 | |||||||||||||||||||||
| Profit/(loss) to net monetary position | 1,184 | 0 | 1,184 | |||||||||||||||||||||
| Profit/(Loss) before taxes | 21,755 | 258,335 | 0 | (9,200 | ) | (105,217 | ) | 165,673 | ||||||||||||||||
| Tax | (12,201 | ) | (38,390 | ) | 28,604 | (21,987 | ) | |||||||||||||||||
| Profit/(Loss) after tax | 9,554 | 219,945 | 0 | (9,200 | ) | (76,613 | ) | 143,686 | ||||||||||||||||
5
Unaudited Pro Forma Consolidated Statement of Financial Position as of June 30, 2025
| Intralot Historical | BII Carve- Out Historical | Acquisition | Financings | Share Capital Increase | Unaudited Pro Forma | |||||||||||||||||||
| (€ in thousands) | (Note 1) | (Note 2) | (Note 3) | (Note 4) | (Note 5) | |||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Tangible assets and investment property | 71,613 | 48,191 | 119,804 | |||||||||||||||||||||
| Intangible assets | 159,305 | 1,173,304 | 1,532,720 | 2,865,329 | ||||||||||||||||||||
| Investment in subsidiaries, associates and joint ventures | 16,182 | 16,182 | ||||||||||||||||||||||
| Other long-term receivables | 29,167 | 1,375 | 30,542 | |||||||||||||||||||||
| Deferred tax assets | 13,671 | 77 | 13,748 | |||||||||||||||||||||
| Total non-current assets | 289,938 | 1,222,947 | 1,532,720 | 0 | 0 | 3,045,605 | ||||||||||||||||||
| Inventories | 20,805 | 0 | 20,805 | |||||||||||||||||||||
| Trade and other short-term receivables | 139,784 | 160,841 | (20,166 | ) | 280,459 | |||||||||||||||||||
| Cash and cash equivalents(a) | 66,699 | 25,494 | 27,767 | 119,962 | ||||||||||||||||||||
| Total current assets | 227,288 | 186,335 | 0 | 7,601 | 0 | 421,226 | ||||||||||||||||||
| Total assets | 517,226 | 1,409,282 | 1,532,720 | 7,601 | 0 | 3,466,831 | ||||||||||||||||||
| Share Capital | 181,229 | 696,972 | 1,535,819 | 1,717,048 | ||||||||||||||||||||
| Share Premium | 122,364 | 0 | (26,253 | ) | 96,111 | |||||||||||||||||||
| Other reserves | 73,614 | 0 | 73,614 | |||||||||||||||||||||
| Foreign currency translation reserves | (120,737 | ) | (26,357 | ) | (120,737 | ) | ||||||||||||||||||
| Retained earnings | (231,144 | ) | 472,978 | (57,011 | ) | (288,155 | ) | |||||||||||||||||
| Total equity attributable to shareholders of the parent | 25,326 | 1,143,593 | 0 | (57,011 | ) | 1,509,566 | 1,477,881 | |||||||||||||||||
| Non-controlling interest | 22,298 | 0 | 22,298 | |||||||||||||||||||||
| Total equity | 47,624 | 1,143,593 | (57,011 | ) | 1,509,566 | 1,500,179 | ||||||||||||||||||
| Long term debt | 269,905 | 0 | 1,321,015 | 1,590,920 | ||||||||||||||||||||
| Other long term liabilities and provisions | 20,387 | 11,557 | 31,944 | |||||||||||||||||||||
| Long term lease liabilities | 10,732 | 46,423 | 57,155 | |||||||||||||||||||||
| Total non-current liabilities | 301,024 | 57,980 | 0 | 1,321,015 | 0 | 1,680,019 | ||||||||||||||||||
| Trade and other short-term liabilities | 44,876 | 97,033 | 141,909 | |||||||||||||||||||||
| Short-term debt and lease liabilities | 119,627 | 6,563 | (89,653 | ) | 36,537 | |||||||||||||||||||
| Other short-term liabilities and provisions | 4,075 | 104,113 | 108,188 | |||||||||||||||||||||
| Total current liabilities | 168,578 | 207,709 | 0 | (89,653 | ) | 0 | 286,634 | |||||||||||||||||
| Total liabilities | 469,602 | 265,689 | 0 | 1,231,362 | 0 | 1,966,653 | ||||||||||||||||||
| Total equity and liabilities | 517,226 | 1,409,282 | 1,174,351 | 1,509,566 | 3,466,831 | |||||||||||||||||||
| (a) | Excludes €4.0 million of additional fees which have become payable in connection with obtaining the required consents to the proposed amendments, which approved, among other things, amendments to the covenants of the €130.0 million syndicated bond loan entered into by the Company on February 27, 2024 (the “Retail Bond Loan”) to permit the incurrence of the New Debt Financings. |
6
Notes to the 2024 Unaudited Pro Forma Income Statement
Note 1: Intralot Historical Financial Information for the year ended December 31, 2024
Represents the historical consolidated income statement information for the Company for the year ended December 31, 2024 extracted from the Reclassified Income Statement for the year ended December 31, 2024.
Note 2: BII Carve-Out Historical Financial Information for the Year Ended December 31, 2024
Represents the historical consolidated carve-out income statement information for the BII Business (as defined below) for the year ended December 31, 2024 (the “2024 BII Carve-Out Income Statement”). The 2024 BII Carve-Out Income Statement has been derived from the audited carve-out consolidated financial statements of Bally’s Holdings Limited and its subsidiaries (the “Bally’s International Interactive Business” or the “BII Business”) as of and for the year ended December 31, 2024.
Note 3: Reclassifications and other Accounting Adjustments
Represents adjustments and reclassifications of certain amounts to align the presentation of line items to the applied accounting policies in the Company’s audited financial statements.
Cost of Sales
An amount of €251,832 thousand expenses has been reclassified to cost of sales from the following line items in the 2024 BII Carve-Out Income Statement:
| ● | €220,177 thousand of expenses recorded as distribution costs in the 2024 BII Carve-Out Income Statement has been reclassified to cost of sales; |
| ● | €15,294 thousand of amortization expenses relating to intangible assets recorded as general and administrative costs in the 2024 BII Carve-Out Income Statement has been reclassified to cost of sales; and |
| ● | €16,361 thousand of compensation and benefits recorded as general and administrative expenses in the 2024 BII Carve-Out Income Statement has been reclassified to cost of sales. |
Selling expenses
An amount of €103,052 thousand of expenses has been reclassified to selling expenses from the following line items of the 2024 BII Carve-Out Income Statement:
| ● | €75,555 thousand of marketing costs recorded as distribution costs in the 2024 BII Carve-Out Income Statement; and |
| ● | €27,497 thousand of compensation and benefits recorded as general and administrative expenses in the 2024 BII Carve-Out Income Statement; |
Administrative expenses
An amount of €90,573 thousand of expenses has been reclassified to administrative expenses from the following line items of the 2024 BII Carve-Out Income Statement:
| ● | €29,783 thousand of compensation and benefits recorded as general and administrative expenses in the 2024 BII Carve-Out Income Statement; and |
| ● | €60,790 thousand of expenses recorded as general and administrative expenses in the 2024 BII Carve-Out Income Statement |
Note 4: Acquisition
Administrative expenses
An amount of €9,200 thousand has been added as administrative expenses to account for certain incremental corporate costs of the business comprising the Bally’s International Interactive Business which will be incurred going forward.
7
Note 5: Financings
Represents adjustments made to account for the New Debt Financings and the repayment of the Existing Term Facilities and related tax effects.
Interest and similar expenses
Fees and expenses in relation to the Transaction are estimated to amount to €110,000 thousand (the “Transaction Costs”). An amount of €27,132 thousand of Transactions Costs has been allocated to the New Debt Financings and will be capitalized and amortized over the term of the relevant New Debt Financings.
The net adjustment to interest and similar expenses in the form of an additional expense of €127,993 thousand for the year ended December 31, 2024, includes the following: (i) an interest expense which has been added as if the New Debt Financings had been incurred on January 1, 2024 in an amount of €1,510 million at an assumed blended interest rate and a term of five years; (ii) an amortization expense relating to Transaction Costs of €5,246 thousand allocated to the issuance of the Notes and the entering into the New Term Facilities; (iii) an accelerated amortization relating to unamortized fees as a result of the repayment of the Existing Term Facilities; (iv) certain financing fees; and (v) the reversal of interest expenses on the Existing Term Facilities as if the Existing Term Facilities had been repaid in full on January 1, 2024.
Tax
Reflects the calculated tax effect of the pro forma adjustments at the expected statutory tax rate of Intralot Holdings UK Limited of 25%. The actual tax effects of the Transactions will differ from the pro forma adjustments, and the differences may be material.
Notes to the 2025 Interim Unaudited Pro Forma Income Statement
Note 1: Intralot Historical Financial Information for the six months ended June 30, 2025
Represents the historical consolidated income statement information for the Company for the six months ended June 30, 2025 (the “2025 Intralot Interim Income Statement”). The 2025 Intralot Interim Income Statement has been derived from the unaudited interim consolidated financial statements of the Company as of and for the six months ended June 30, 2025.
Note 2: BII Carve-Out Historical Financial Information for the six months ended June 30, 2025
Represents the historical consolidated carve-out income statement information for the BII business for the six months ended June 30, 2025 (the “2025 BII Interim Carve-Out Income Statement”). The 2025 BII Interim Carve-Out Income Statement has been derived from the unaudited carve-out consolidated financial statements of the Bally’s International Interactive Business as of and for the six months ended June 30, 2025.
Note 3: Reclassifications and other Accounting Adjustments
Represents adjustments and reclassifications of certain amounts to align the presentation of line items to the applied accounting policies in the Company’s audited financial statements.
Cost of Sales
An amount of €132,859 thousand of expenses has been reclassified to cost of sales from the following line items in the 2025 BII Interim Carve-Out Income Statement:
| ● | €116,781 thousand of expenses recorded as distribution costs in the 2025 BII Interim Carve-Out Income Statement has been reclassified to cost of sales; |
| ● | €6,759 thousand of amortization expenses relating to intangible assets recorded as general and administrative costs in the 2025 BII Interim Carve-Out Income Statement has been reclassified to cost of sales; and |
| ● | €9,319 thousand of compensation and benefits recorded as general and administrative expenses in the 2025 BII Interim Carve-Out Income Statement has been reclassified to cost of sales. |
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Selling expenses
An amount of €54,111 thousand of expenses has been reclassified to selling expenses from the following line items of the 2025 BII Interim Carve-Out Income Statement:
| ● | €38,449 thousand of marketing costs recorded as distribution costs in the 2025 BII Interim Carve-Out Income Statement; and |
| ● | €15,662 thousand of compensation and benefits recorded as general and administrative expenses in the 2025 BII Interim Carve-Out Income Statement; |
Administrative expenses
An amount of €40,710 thousand of expenses has been reclassified to administrative expenses from the following line items of the 2025 BII Interim Carve-Out Income Statement:
| ● | €16,964 thousand of compensation and benefits recorded as general and administrative expenses in the 2025 BII Interim Carve-Out Income Statement; and |
| ● | €23,746 thousand of expenses recorded as general and administrative expenses in the 2025 BII Interim Carve-Out Income Statement. |
Note 4: Acquisition
Administrative expenses
An amount of €4,600 thousand has been added as administrative expenses to account for certain incremental corporate costs of the Bally’s International Interactive Business which will be incurred going forward.
Note 5: Financings
Represents adjustments made to account for the New Debt Financings and the repayment of the Existing Term Facilities and related tax effects.
Interest and similar expenses
The net adjustment to interest and similar expenses in the form of an additional expense of €52,861 thousand for the six months ended June 30, 2025, includes the following: (i) interest expense which has been added as if the New Debt Financings had been incurred on January 1, 2024 in an amount of €1,510 million at an assumed blended interest rate and a term of five years; (ii) amortization expense relating to Transaction Costs of €2,623 thousand allocated to the New Debt Financings; and (iii) a reversal of the interest expense on the Existing Term Facilities as if the Existing Term Facilities had been repaid in full on January 1, 2025.
Tax
Reflects the calculated tax effect of the pro forma adjustments at the expected statutory tax rate of Intralot Holdings UK Limited of 25%. The actual tax effects of the Transactions will differ from the pro forma adjustments, and the differences may be material.
Notes to the LTM Unaudited Pro Forma Consolidated Income Statement
Note 1: Intralot Historical Financial Information for the Twelve Months ended June 30, 2025
Represents the historical consolidated income statement information for the Company for the twelve months ended June 30, 2025 (the “LTM Intralot Income Statement”). The LTM Intralot Income Statement has been calculated by adding the unaudited interim consolidated income statement information of the Company for the six months ended June 30, 2025, extracted from the Interim Financial Statements, to the difference between the Reclassified Income Statement information for the year ended December 31, 2024 and the 2024 Reclassified Interim Income Statement information, extracted from the Interim Financial Statements.
Note 2: BII Carve-Out Historical Financial Information for the Twelve Months Ended June 30, 2025
Represents the historical consolidated carve-out income statement information for the BII business for the twelve months ended June 30, 2025 (the “LTM BII Carve-Out Income Statement”). The LTM BII Carve-Out Income Statement has been calculated by adding the 2024 BII Carve-Out Income Statement derived from the BII Audited Carve-Out Financial Statements to the historical consolidated carve-out income statement information for the six months ended June 30, 2025 and deducting the historical consolidated carve-out income statement information for the six months ended June 30, 2024, each derived from the BII Interim Carve-Out Financial Statements.
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Note 3: Reclassifications and other Accounting Adjustments
Represents adjustments and reclassifications of certain amounts to align the presentation of line items to the applied accounting policies in the Company’s Audited Financial Statements.
Cost of Sales
An amount of €265,826 thousand of expenses has been reclassified to cost of sales from the following line items in the LTM BII Carve-Out Income Statement:
| ● | €233,979 thousand of expenses recorded as distribution costs in the LTM BII Carve-Out Income Statement has been reclassified to cost of sales; |
| ● | €14,637 thousand of amortization expenses relating to intangible assets recorded as general and administrative costs in the LTM BII Carve-Out Income Statement has been reclassified to cost of sales; and |
| ● | €17,210 thousand of compensation and benefits recorded as general and administrative expenses in the LTM BII Carve-Out Income Statement has been reclassified to cost of sales. |
Selling expenses
An amount of €102,036 thousand of expenses has been reclassified to selling expenses from the following line items of the 2024 BII Carve-Out Income Statement:
| ● | €73,111 thousand of marketing costs recorded as distribution costs in the LTM BII Carve-Out Income Statement; and |
| ● | €28,925 thousand of compensation and benefits recorded as general and administrative expenses in the LTM BII Carve-Out Income Statement; |
Administrative expenses
An amount of €90,121 thousand of expenses has been reclassified to administrative expenses from the following line items of the LTM BII Carve-Out Income Statement:
| ● | €31,330 thousand of compensation and benefits recorded as general and administrative expenses in the LTM BII Carve-Out Income Statement; and |
| ● | €58,791 thousand of expenses recorded as general and administrative expenses in the LTM BII Carve-Out Income Statement |
Depreciation and amortization for the twelve months ended June 30, 2025 was €70.5 million and €23.5 million for Intralot and BII, respectively, and on a pro forma basis €94.0 million. Capital expenditure for the twelve months ended June 30, 2025 was €40.0 million and €26.7 million for Intralot and BII, respectively, and, on a pro forma basis, €66.7 million.
Note 4: Acquisition
Administrative expenses
An amount of €9,200 thousand has been added as administrative expenses to account for certain incremental corporate costs of the Bally’s International Interactive Business which will be incurred going forward.
Note 5: Financings
Represents adjustments made to account for the New Debt Financings and the repayment of the Existing Term Facilities and related tax effects.
Interest and similar expenses
The net adjustment to interest and similar expenses in the form of an additional expense of €105,217 thousand for the twelve months ended June 30, 2025, includes the following: (i) interest expense which has been added as if the New Debt Financings had been incurred on July 1, 2024 in an amount of in an amount of €1,510 million at an assumed blended interest rate and a term of five years; (ii) amortization expense relating to Transaction Costs of €5,246 thousand allocated to the issuance of the Notes and the entering into the New Term Facilities; and (iii) accelerated amortization relating to unamortized transaction fees as a result of the repayment of the Existing Term Facilities; (iv) the reversal of the interest expense on the Existing Term Facilities as if the Existing Term Facilities had been repaid in full on July 1, 2024.
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Tax
Reflects the calculated tax effect of the pro forma adjustments at the expected statutory tax rate of Intralot Holdings UK Limited of 25%. The actual tax effects of the Transactions will differ from the pro forma adjustments, and the differences may be material.
Notes to the 2025 Unaudited Pro Forma Balance Sheet
Note 1: Intralot Historical
Represents the historical consolidated balance sheet information for the Company as of June 30, 2025 (the “2025 Intralot Balance Sheet”). The 2025 Intralot Balance Sheet has been derived from the Interim Financial Statements as of and for the six months ended June 30, 2025.
Note 2: BII Carve-Out Historical
Represents the historical consolidated carve-out balance sheet information for the BII business as of June 30, 2025 (the “2025 BII Carve-Out Balance Sheet”). The 2025 BII Carve-Balance Sheet has been derived from the BII Interim Carve-Out Financial Statements as of and for the six months ended June 30, 2025.
Note 3: Acquisitions
Represents adjustments to account for the effect of the Acquisition as if it had been completed on June 30, 2025. Adjustments will be made to account for the acquisition of the BII business in accordance with IFRS 3 Business Combinations as follows (the “Purchase Price Allocation”):
| ● | all identifiable acquired assets and assumed liabilities, except for items as specified by IFRS, are required to be recorded at fair value on the the date on which the Acquisition is consummated (the “Acquisition Closing Date”); and |
| ● | the difference between the aggregate consideration paid for the Acquisition and the fair value of identifiable assets acquired in the Acquisition will be recorded as (i) goodwill, if the consideration exceeds the value of identifiable assets, or (ii) a bargain purchase if the fair value of identifiable assets exceeds the consideration. |
The Purchase Price Allocation has been based on the book values recorded in the 2025 BII Carve-Out Balance Sheet to prepare the 2025 Unaudited Pro Forma Balance Sheet. The final Purchase Price Allocation will be determined once the Company has completed the valuation process after the Acquisition Closing Date. The final Purchase Price Allocation may differ materially from the preliminary adjustments made in these Unaudited Pro Forma Financial Information. Such changes may result from (i) changes in the fair values of assets; (ii) changes in the allocation of identifiable intangible assets, such as trade names and technology and customer relationships, and goodwill; and (iii) other changes. The estimated preliminary Purchase Price Allocation has been calculated as follows:
| (€ in thousands) | ||||
| Consideration for the Acquisition | 2,665,819 | |||
| Less: Total assets | (1,398,788 | ) | ||
| Plus: Total liabilities | 265,689 | |||
| Residual goodwill | 1,532,720 | |||
As a result, an adjustment of €1,532,720 thousand has been made for goodwill and recorded as intangible assets in the 2025 Unaudited Pro Forma Balance Sheet. Goodwill is not currently assumed to be deductible for tax purposes.
Note 4: Financings
The Group is expecting to enter into the New Debt Financings, consisting of the Notes and the New Term Facilities to, together with the proceeds of the Equity Raise, (i) fund the Cash Consideration, (ii) repay the Existing Term Facilities, and (iii) to pay certain fees and expenses related to the Transactions. The €160.0 million super senior revolving credit facility provided under the revolving credit facility agreement entered into between, among others, Intralot Capital Luxembourg S.A., as borrower and guarantor, the other guarantors listed therein, The Law Debenture Trust Corporation p.l.c. as security agent and Deutsche Bank Luxembourg S.A, as facility agent (the “Revolving Credit Facility”) is expected to be undrawn on the Acquisition Closing Date.
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Trade and other short-term receivables
€20,166 thousand of restricted cash pledged for the €100.0 million term bond facilities that were made available under the term bond loan agreement entered into on March 27, 2024, between and among the Company, as borrower, Intralot Global Securities B.V. and Intralot Global Holdings B.V., as guarantors, and Piraeus Bank, as arranger and agent (the “Existing Greek Term Facilities”) was recorded as a short-term receivable in the 2025 Intralot Balance Sheet. As we expect this amount to be released upon the repayment of the Existing Greek Term Facilities as part of the repayment, on or about the Acquisition Closing Date, of all amounts outstanding under the Existing Term Facilities (the “Refinancing”), the amount of €20,166 thousand was reclassified from trade and other short-term receivables to cash and cash equivalents.
Cash and cash equivalents
An adjustment of €27,767 thousand has been made to cash and cash equivalent comprising the following:
| ● | €18,097 thousand expected to be recorded as additional cash on balance sheet from cash overfunding after the use of proceeds of the New Debt Financings and the Equity Raise to finance the Transactions as set forth in “Use of Proceeds;” |
| ● | a negative adjustment of €10,496 thousand to reflect cash of €15,000 thousand on the Bally’s International Interactive Business upon completion of the Acquisition on the Acquisition Closing Date; and |
| ● | a positive adjustment of €20,166 thousand reflecting restricted cash pledged for the Existing Greek Term Facilities and recorded as short-term receivables on the 2025 Intralot Balance Sheet was reclassified to cash and cash equivalents as we expect that following the repayment of the Existing Greek Term Facilities as part of the Refinancings, this cash will be released. |
Long term debt
The net adjustment of €1,321,015 has been made to long term debt. The adjustment represents the New Debt Financings, net of (i) related transaction costs which are being amortized over the term of the relevant New Debt Financings, and (ii) the repayment of the $230.0 million term facilities that were made available under the term facilities agreement entered into on July 28, 2022, between and among Intralot Inc., the lenders named therein and KeyBank National Association, as administrative agent (the “Existing US Term Facilities”). An amount of €161,853 thousand in relation to the Existing US Term Facility was recorded as long-term debt in the 2025 Intralot Balance Sheet.
The net adjustment to long term debt has been calculated as follows:
| (€ in thousands) | ||||
| Notes | 850,000 | |||
| New GBP Term Facility | 460,000 | |||
| New Greek Term Facility | 200,000 | |||
| New Debt Financings | 1,510,000 | |||
| less | ||||
| Existing US Term Facilities | (161,853 | ) | ||
| Transaction costs allocated to New Debt Financings | (27,132 | ) | ||
| Net adjustment to debt | 1,231,362 | |||
Short-term debt and lease liabilities
An adjustment of €89,653 thousand has been made to short-term debt and lease liabilities to reflect the repayment of the Existing Greek Term Facilities which were recorded as short-term debt in the 2025 Intralot Balance Sheet.
Note 5: Share Capital Increase
Reflects adjustments in connection with the Share Capital Increase of the Company in relation to (i) the Equity Raise with assumed cash proceeds of €400,000 thousand, and (ii) the Share Consideration. The Equity Raise has not been completed and there can be no assurances that the proceeds from the Equity Raise will be €400,000 thousand.
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Share Capital
The adjustment made to Share Capital has been calculated as follows:
| (€ in thousands) | ||||
| Equity Raise | 400,000 | |||
| Share Consideration | 1,135,819 | |||
| Share Capital Increase | 1,535,819 | |||
Share Premium
Costs of €26,253 thousand have been allocated to the Share Capital Increase. These costs have been assumed to be directly attributable to the issuance of the new shares and are therefore deducted from the share premium reserve. As such, an adjustment of €26,253 thousand has been made to share premium.
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Other Pro Forma Financial Information and Certain Credit Ratios
We also present below certain non-IFRS measures (the “Non-IFRS Measures”) and related ratios on a pro forma basis that are not recognized by IFRS or any other generally accepted accounting principles. The non-IFRS measures exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS or are calculated using financial measures that may not be calculated in accordance with IFRS.
The Non-IFRS Measures, including Pro Forma Adjusted Sale Proceeds, Pro Forma Adjusted EBITDA, Pro Forma RR Adjusted EBITDA and Pro Forma RR Adjusted EBITDA (including cost synergies), pro forma operating free cash flow, pro forma RR operating free cash flow, pro forma cash conversion, pro forma capital expenditure and related margins and ratios are not measures under IFRS and have important limitations as analytical tools.
You should not consider the Non-IFRS Measures presented below in isolation or as substitutes for the analysis of our results of operations. The Non-IFRS Measures presented herein are unaudited and have not been prepared in accordance with IFRS or any other accounting standards. In addition, the presentation of these measures is not intended to and does not comply with the reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”). Compliance with the SEC’s requirements would require us to make changes to the presentation of this information.
The following table shows unaudited pro forma other financial information and Non-IFRS Measures for the period indicated.
| As of and for the last twelve months ended June 30, | ||||
| 2025 | ||||
| (€ in millions, except ratios and margins) | (unaudited) | |||
| Pro Forma RR Adjusted Sale Proceeds(1) | 1,096.8 | |||
| Pro Forma Adjusted EBITDA(2) | 425.3 | |||
| Pro Forma Adjusted EBITDA margin(3) | 39.2 | % | ||
| Pro Forma RR Adjusted EBITDA(2) | 436.9 | |||
| Pro Forma RR Adjusted EBITDA margin(4) | 39.8 | % | ||
| Pro Forma RR Adjusted EBITDA (including cost synergies) (2) | 477.5 | |||
| Pro Forma RR Adjusted EBITDA (including cost synergies) margin(5) | 43.5 | % | ||
| Pro forma capital expenditure | 66.7 | |||
| o/w Pro forma maintenance capital expenditure(6) | 22.9 | |||
| Pro forma operating free cash flow(7) | 402.4 | |||
| Pro forma RR operating free cash flow(8) | 414.0 | |||
| Pro forma cash conversion(9) | 94.6 | % | ||
| Pro forma RR cash conversion(10) | 94.8 | % | ||
| Pro forma cash and cash equivalents and restricted cash related to financing activities(11) | 130.4 | |||
| Pro forma senior secured debt | 1,510.0 | |||
| Pro forma net senior secured debt(12) | 1,379.6 | |||
| Pro forma total debt(13) | 1,711.7 | |||
| Pro forma net debt(14) | 1,581.4 | |||
| Pro forma cash interest expense(15) | ||||
| Ratio of pro forma net senior secured debt to Pro Forma RR Adjusted EBITDA (including cost synergies) | 2.9x | |||
| Ratio of pro forma net debt to Pro Forma RR Adjusted EBITDA (including cost synergies) | 3.3x | |||
| Ratio of Pro Forma RR Adjusted EBITDA (including cost synergies) to pro forma cash interest expense | x | |||
| (1) | Pro Forma Adjusted Sale Proceeds refers to Pro Forma Sale Proceeds adjusted for the annualized net uplift expected for the year ended June 30, 2025. The table below reconciles Pro Forma Adjusted Sale Proceeds to Pro Forma Sale Proceeds: |
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| For the last twelve months ended June 30, 2025 | ||||
| (€ in millions) | ||||
| Pro Forma Sale Proceeds | 1,085.1 | |||
| Annualized royalties uplift(a) | 11.7 | |||
| Pro Forma Adjusted Sale Proceeds | 1,096.8 | |||
| (a) | Bally’s International Interactive Business has been generating income from certain intellectual property placed into a trust and licensed by the trust since November 2024. The annualized royalty uplift represents the delta of actual royalties received in the last twelve months ended June 30, 2025 in the amount of €20.7 million to the annualized amount of €32.5 million which includes a limited increase to illustrate the potential impact of this revenue stream going forward and after the Acquisition Closing Date. Investors should be aware that BII does not control the businesses to which the licensing fees relate (which were sold by the Bally’s Group during the fourth quarter of 2024) and accordingly both we and the Bally’s Group have limited ability to predict future royalties, which may differ materially from the annualized amount of €32.5 million noted for illustrative purposes above. |
| (2) | Pro Forma Adjusted EBITDA is defined as Pro Forma EBITDA adjusted for certain other non-recurring costs and other non-ordinary items. Pro Forma RR Adjusted EBITDA is defined as Pro Forma Adjusted EBITDA as further adjusted for the annualized royalties uplift. Pro Forma RR Adjusted EBITDA (including cost synergies) is defined as Pro Forma RR Adjusted EBITDA as further adjusted for certain cost synergies. For a reconciliation of Pro Forma EBITDA, Pro Forma Adjusted EBITDA, Pro Forma RR Adjusted EBITDA and Pro Forma RR Adjusted EBITDA (including cost synergies) to Pro Forma Profit / (Loss) after tax, please see the pro forma table below. |
| For the last twelve months ended June 30, 2025 | ||||
| (€ in millions) | ||||
| Pro Forma Profit / (Loss) after tax | 143.7 | |||
| Tax | 22.0 | |||
| Profit/(loss) to net monetary position | (1.2 | ) | ||
| Profit/(loss) from equity method consolidation | (0.1 | ) | ||
| Exchange differences | 2.5 | |||
| Interest and related similar income | (5.5 | ) | ||
| Interest and similar expenses | 152.1 | |||
| Gain/loss from assets disposal, impairment loss and write-off of assets | (0.4 | ) | ||
| Income/(expenses) from participations and investments | 0 | |||
| Depreciation and amortization | 94.1 | |||
| Reorganization expenses | 1.6 | |||
| Pro Forma EBITDA | 408.6 | |||
| One-off costs/addbacks(a) | 16.7 | |||
| Pro Forma Adjusted EBITDA | 425.3 | |||
| Annualized royalties uplift(b) | 11.7 | |||
| Pro Forma RR Adjusted EBITDA | 436.9 | |||
| Cost synergies(c) | 40.6 | |||
| Pro Forma RR Adjusted EBITDA (including cost synergies) | 477.5 | |||
| (a) | One-off costs/addbacks comprise exceptional or extraordinary costs and expenses net of non-recurring income. For the Intralot Group, these one-off costs/addback include (i) one-off costs incurred in connection with the settlement agreement entered into with the District of Washington, DC in January 2025 in an amount of €6.0 million (including a settlement payment of US$5.0 million); (ii) provisions and write off of doubtful receivables net of recovery of bad debts in the amount of €0.6 million; (iii) performance related penalties in the amount of €0.6 million; and (iv) certain other non-recurring operating expenses in the amount of €0.5 million. For the Bally’s International Interactive Business, these one-off costs/addbacks include (i) one-off compensation expenses of €2.5 million; (ii) certain general and administrative costs of €6.2 million; and (iii) fees of professional advisors in the amount of €1.0 million, net of processing fees of €0.5 million. |
| (b) | Bally’s International Interactive Business has been generating income from certain intellectual property placed into a trust and licensed by the trust since November 2024. The annualized royalty uplift represents the delta of actual royalties received in the last twelve months ended June 30, 2025 in the amount of €20.7 million to the annualized amount of €32.5 million which includes a limited increase to illustrate the potential impact of this revenue stream going forward after the Acquisition Closing Date. Investors should be aware that BII does not control the businesses to which the licensing fees relate (which were sold by the Bally’s Group during the fourth quarter of 2024) and accordingly both we and the Bally’s Group have limited ability to predict future royalties, which may differ materially from the annualized amount of €32.5 million noted for illustrative purposes above. |
| (c) | We have identified €40.6 million of cost synergies resulting from the Acquisition which we expect to realize within 18 months from the Acquisition Closing Date. The aggregate amount of cost synergies includes the following: |
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| (€ in million) | ||||
| Organizational synergies with focus on team consolidation | 15.2 | |||
| Operational efficiencies with focus on scaling shared services | 9.0 | |||
| IT-related synergies | 2.0 | |||
| Leadership synergies | 3.6 | |||
| Other synergies, such as office space optimization and economies of scale | 10.9 | |||
| Total cost synergies | 40.6 | |||
We estimate that we will incur aggregate one-off costs and expenses to realize the expected cost synergies savings referred to in this footnote (c) of approximately €10 million to €15 million, comprised of, inter alia, one-off severance payments and fees for professional services, expected to be incurred over the 18 to 24-month realization period. The actual amount of one-off costs and expenses may vary from the amount presented due to a number of factors, including, but not limited to, the employee turnover rate.
| (3) | Pro Forma Adjusted EBITDA margin is defined as Pro Forma Adjusted EBITDA divided by Pro Forma Sale Proceeds, expressed as a percentage. |
| (4) | Pro Forma RR Adjusted EBITDA margin is defined as Pro Forma RR Adjusted EBITDA divided by Pro Forma RR Adjusted Sale Proceeds, expressed as a percentage. |
| (5) | Pro Forma RR Adjusted EBITDA margin (including cost synergies) is defined as Pro Forma RR Adjusted EBITDA (including cost synergies) divided by Pro Forma RR Adjusted Sale Proceeds, expressed as a percentage. |
| (6) | Pro forma maintenance capital expenditure is calculated as the sum of (i) maintenance capital expenditure of the Company and (ii) maintenance capital expenditure of the Bally’s International Interactive Business, in each case for the last twelve months ended June 30, 2025. |
| (7) | Pro forma operating free cash flow is defined as Pro Forma Adjusted EBITDA less pro forma maintenance capital expenditures. |
| (8) | Pro forma RR operating free cash flow is defined as Pro Forma RR Adjusted EBITDA less pro forma maintenance capital expenditures. |
| (9) | Pro forma cash conversion is defined as pro forma operating free cash flow divided by Pro Forma Adjusted EBITDA, expressed as a percentage. |
| (10) | Pro forma RR cash conversion is defined as pro forma RR operating free cash flow divided by Pro Forma RR Adjusted EBITDA, expressed as a percentage. |
| (11) | Pro forma cash and cash equivalents and restricted cash related to financing activities is defined as Pro forma cash and cash equivalents adjusted for restricted cash of €10.4 million held in a debt service reserve account pursuant to the Retail Bond Loan. The below table reconciles pro forma cash and cash equivalents and restricted cash to pro forma cash and cash equivalents: |
| As of June 30, | ||||
| 2025 | ||||
| (€ in millions) | (unaudited) | |||
| Pro forma cash and cash equivalents | 120.0 | |||
| Pro forma restricted cash relating to financing activities | 10.4 | |||
| Pro forma cash and cash equivalents and restricted cash related to financing activities | 130.4 | |||
Pro forma cash and cash equivalents and restricted cash related to financing activities is presented herein for illustrative purposes only on the basis of the assumptions on which the Unaudited Pro Forma Financial Information have been prepared. Should any of these assumptions change, including the amount of the Equity Raise, pro forma cash and cash equivalents may vary from the amounts presented herein and any such variations may be material. In the event that the net proceeds from the Equity Raise are less than €400.0 million us and Bally’s can discuss a potential decrease to the Cash Consideration for the Acquisition. However, there can be no assurance that any decrease would be agreed and, as a result, we may need to use cash on hand or incur additional debt to complete the Acquisition, which would impact the amount of pro forma cash and cash equivalents and our pro forma leverage levels.
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| (12) | Pro forma net senior secured debt is defined as pro forma senior secured debt less pro forma cash and cash equivalents and restricted cash related to financing activities. |
| (13) | Pro Forma total debt is presented gross of debt issuance costs of €27.1 million related to the New Debt Financings. |
| (14) | Pro forma net debt is defined as pro forma total debt, including €129.1 million outstanding under the Retail Bond Loan, €70.6 million of pro forma lease obligations and €2.1 million of other debt liabilities, less pro forma cash and cash equivalents and restricted cash related to financing activities. |
| (15) | Pro forma cash interest expense reflects the cash interest expense for the twelve months ended June 30, 2025, adjusted to give effect to the Transactions as if they had occurred on July 1, 2024 and the use of proceeds therefrom, as described in the related announcement available on our website (https://www.intralot.com/announcements-and-informational-material/intralot-sa-announces-launch-of-850000000-senior-secured-notes-offering-today/) assuming that (i) the Revolving Credit Facility remains undrawn; (ii) that EURIBOR and SONIA remain unchanged; in each case throughout the period presented. Pro forma cash interest expense does not include any charges related to debt issuance costs in connection with the Transactions. Pro forma cash interest expense has been presented for illustrative purposes only and does not purport to represent what our cash interest expense would have actually been had the Transactions occurred on the date assumed, nor does it purport to project our interest expense for any future period or our financial condition at any future date. |
Important Regulatory Notice
This document does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act. This announcement is being distributed only to, and is directed at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”).
It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Australia, Canada, Japan, Jersey or the United States of America. The information in these materials does not constitute an offer of securities for sale in Australia, Canada, Japan, Jersey or the United States of America.
This document may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. The use of any of the words “expect,” “anticipate,” “continue,” “will,” “project,” “should,” “believe,” “plans,” “intends” and similar expressions are intended to identify forward-looking information or statements. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that such statements and information will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties.
The forward-looking statements and information contained in this document are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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