Bally's Corp 8-K/A, filed Sep 14, 2020

Bally's Corp (BALY)

8-K/A 2020-09-14 For: 2020-09-14

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Added on April 11, 2026

About this 8-K/A

Bally's Corp filed this 8-K/A on September 14, 2020.

Items reported

Item 2.01: Completed an acquisition or sale of assets
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value	TRWH	New York Stock Exchange


Exhibit No.						Description
2.1*						Equity Purchase Agreement dated as of July 10, 2019, by and among Isle of Capri Casinos LLC, IOC-Vicksburg, Inc. and IOC-Vicksburg, L.L.C., Rainbow Casino Vicksburg Partnership, L.P., IOC-Kansas City, Inc., Twin River Management Group, Inc., Premier Entertainment Vicksburg, LLC, and, solely for purposes of Section 1.5, Section 4.17, Section 4.21, Section 4.22 and Section 8.19, Eldorado Resorts, Inc., and solely for purposes of Section 1.5 and Section 8.20, Twin River Worldwide Holdings. Inc.
23.1**						Consen Consent of Ernst & Young LLP, dated September 14, 2020
99.1*						Press Release dated July 2, 2020
99.2**						Audited Combined Financial Statements of IOC-Kansas City, Inc. and Rainbow Casino-Vicksburg Partnership, L.P. as of and for the year ended December 31, 2019 and the notes related thereto
99.3**						Unaudited Combined Financial Statements of IOC-Kansas City, Inc. and Rainbow Casino-Vicksburg Partnership, L.P. as of and for the three months ended March 31, 2020 and the notes related thereto
99.4**						Unaudited Pro Forma Combined Balance Sheet of Twin River Worldwide Holdings, Inc. as of March 31, 2020 and Unaudited Pro Forma Combined Statements of Income of Twin River Worldwide Holdings, Inc. for the year ended December 31, 2019 and the three months ended March 31, 2020, in each case giving pro forma effect to the Company’s acquisition of all the outstanding equity securities of IOC-Kansas City, Inc. and Rainbow Casino-Vicksburg Partnership, L.P. and the notes related thereto


			TWIN RIVER WORLDWIDE HOLDINGS, INC.
			By:			/s/ Stephen H. Capp
			Name:			Stephen H. Capp
			Title:			Executive Vice President and Chief Financial Officer


ASSETS	December 31, 2019
Current assets:
Cash and cash equivalents	$	5,433
Accounts receivable, net	358
Inventories	171
Prepaid expenses and other assets	414
Total current assets	6,376
Property and equipment, net	67,662
Gaming licenses and other intangibles, net	92,985
Goodwill	48,429
Right-of-use assets	36,135
Other assets, net	3,971
Total assets	$	255,558

LIABILITIES AND NET PARENT INVESTMENT
Current liabilities:
Accounts payable	$	684
Accrued property, gaming and other taxes	916
Accrued payroll and related	1,089
Accrued income taxes payable	89
Short-term lease obligation	764
Accrued other liabilities	1,220
Intercompany debt	58,000
Total current liabilities	62,762
Deferred income taxes	25,311
Long-term lease obligation	33,080
Other long term liabilities	114
Total liabilities	121,267
Net parent investment	134,291
Total liabilities and net parent investment	$	255,558

See accompanying notes to combined financial statements.


	For the year ended December 31, 2019
Revenues:
Casino	$	77,045
Food and beverage	3,926
Hotel	1,249
Other	1,595
Total revenues	83,815
Operating expenses:
Casino	28,363
Food and beverage	3,418
Hotel	486
Other	237
Marketing and promotions	3,594
General and administrative	23,343
Management fee	1,774
Loss on disposal of property and equipment	21
Depreciation and amortization	6,534
Total operating expenses	67,770
Operating income	16,045
Interest expense on intercompany note	(5,220)
Income before income taxes	10,825
Provision for income taxes	(3,024)
Net income	$	7,801

See accompanying notes to combined financial statements.


Balance at December 31, 2018	$	137,493
Net income	7,801
Net distributions to parent	(11,003)
Balance at December 31, 2019	$	134,291

See accompanying notes to combined financial statements.


	For the year ended December 31, 2019
Cash flows from operating activities:
Net income	$	7,801
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization	6,534
Stock compensation expense	9
Loss on disposal of property and equipment	21
Deferred income taxes	1,274
Other	21
Changes in operating assets and liabilities:
Accounts receivable	(107)
Inventory	46
Prepaid expenses and other assets	(31)
Income taxes payable	(50)
Accounts payable and accrued expenses	(524)
Net cash provided by operating activities	14,994
Cash flows from investing activities:
Purchase of property and equipment, net of reimbursements	(4,471)
Proceeds from sale of property and equipment	2
Net cash used in investing activities	(4,469)
Cash flows from financing activities:
Net distribution to parent	(10,851)
Net used in financing activities	(10,851)

Change in cash and cash equivalents	(326)
Cash, cash equivalents at beginning of period	5,759
Cash, cash equivalents at end of period	$	5,433

Non-cash investing and financing activities
Capital expenditures included in accounts payable	$	87
Contribution of capital asset to parent	$	161

See accompanying notes to combined financial statements.


Land improvements.....................................................			10 to 20 years
Buildings and improvements.......................................			10 to 40 years
Furniture, fixtures and equipment...............................			3-15 years
Riverboat.....................................................................			5 to 25 years


Weighted Average Remaining Lease Term
Operating Leases						27.2 years
Weighted Average Discount Rate
Operating Leases(1)						7.06%


Lease Expense:
Operating lease expense	$	3,056
Short-term and variable lease expense	1,138
Total lease expense	$	4,194


Cash paid for amounts included in the measurement of lease liabilities (amounts are in thousands):
Operating cash flows for operating leases	$	3,056


Year ending December 31,
2020	$	3,057
2021	3,055
2022	3,054
2023	3,054
2024	3,054
Thereafter	67,189
Total future minimum lease payments	82,463
Less: amount representing interest	(48,619)
Present value of future minimum lease payments	33,844
Less: current lease obligations	(764)
Long-term lease obligations	$	33,080


Property and equipment:
Land and land improvements	$	18,516
Buildings and other leasehold improvements	37,120
Furniture, fixtures and equipment	16,163
Riverboat	13,280
Total property and equipment	85,079
Less accumulated depreciation and amortization	(17,417)
Property and equipment, net	$	67,662


			Useful Life

Goodwill	$	48,429	Indefinite

Gaming licenses	$	82,000	Indefinite
Trade names	10,950		Indefinite
Player loyalty programs	311		3 years
Subtotal	93,261
Accumulated amortization player loyalty programs	(276)
Total gaming licenses and other intangible assets, net	$	92,985


Non-operating real property	$	3,850
Long-term deposits	101
Long-term prepaid expenses	20
Total other assets, net	$	3,971


Las Vegas, Nevada
September 14, 2020


/s/ Ernst & Young LLP
Las Vegas, NV
June 4, 2020


Current:
Federal	$	959
State	791
Total current	1,750
Deferred:
Federal	1,111
State	163
Total deferred	1,274
Income tax expense	$	3,024


Federal statutory rate	2100	%
State and local taxes	690	%
Tax credits	—	%
Other	30	%
Effective income tax rate	2790	%


Deferred tax assets:
Accrued expenses	$	1,184
Long-term lease obligations	8,332
Other	25
Subtotal	9,541
Deferred tax liabilities:
Identified intangibles	(20,844)
Fixed assets	(2,875)
ROU assets	(8,896)
Other	(30)
Subtotal	(32,645)
Valuation allowance	(2,207)
Net deferred tax liabilities	$	(25,311)


ASSETS	March 31, 2020
Current assets:
Cash and cash equivalents	$	1,090
Accounts receivable, net	520
Inventories	172
Prepaid expenses and other assets	551
Total current assets	2,333
Property and equipment, net	66,228
Gaming licenses and other intangibles, net	92,959
Goodwill	48,429
Right-of-use assets	36,776
Other assets, net	3,969
Total assets	$	250,694

LIABILITIES AND NET PARENT INVESTMENT
Current liabilities:
Accounts payable	$	300
Accrued property, gaming and other taxes	361
Accrued payroll and related	1,144
Accrued income taxes payable	230
Short-term lease obligation	1,528
Accrued other liabilities	1,143
Intercompany debt	58,000
Total current liabilities	62,706
Deferred income taxes	22,488
Long-term lease obligation	33,721
Other long term liabilities	200
Total liabilities	119,115
Net parent investment	131,579
Total liabilities and net parent investment	$	250,694
See accompanying notes to combined financial statements.


	For the three months ended March 31, 2020
Revenue:
Casino	$	16,831
Food and beverage	799
Hotel	294
Other	354
Total revenues	18,278
Operating expenses:
Casino	6,666
Food and beverage	876
Hotel	130
Other	69
Marketing and promotions	880
General and administrative	4,869
Management fee	389
Loss on disposal of property and equipment	—
Depreciation and amortization	1,481
Total operating expenses	15,360
Operating income	2,918
Interest expenses on intercompany note	(1,301)
Income before income taxes	1,617
Provision for income taxes	(356)
Net income	$	1,261
See accompanying notes to combined financial statements.


	For the three months ended March 31, 2020
Cash flows from operating activiites:
Net income	$	1,261
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization	1,481
Stock compensation expense	1
Loss on disposal of property and equipment	—
Deferred income taxes	(2,823)
Other	4
Changes in operating assets and liailities
Accounts receivable	(179)
Inventory	(1)
Prepaid expenses and other assets	(135)
Income taxes payable	141
Accounts payable and accrued expenses	(106)
Net cash provided by operating activities	(356)
Cash flows from invseting activities:
Purchase of property and equipment, net of reimbursements	(27)
Proceeds from sale of property and equipment	—
Net cash used in investing activities	(27)
Cash flows from financing activities:
Net distribution to parent	(3,960)
Net used in financing activities	(3,960)
Change in cash and cash equivalents	(4,343)
Cash, cash equivalents at beginning of year	5,433
Cash, cash equivalents at end of eyar	$	1,090
Non-csah investing and financing activities
Capital expenditures included in accounts payable	$	5
Contribution of capital asset to parent	$	—
See accompanying notes to combined financial statements.


Year ending December 31,
Remainder of 2020	$	3,209
2021	3,055
2022	3,054
2023	3,054
2024	3,054
Thereafter	67,189
Total future minimum lease payments	82,615
Less: amount representing interest	(47,366
Present value of future minimum lease payments	35,249
Less: current lease obligations	(1,528
Long-term lease obligations	$	33,721


	Twin River		Acquired Companies		Pro forma Adjustments		Note 3	Pro Forma Combined
Assets
Cash and cash equivalents	$	361,591	$	1,090	$	(230,000)	(b)	$	132,681
Restricted cash	—		—		—			—
Accounts receivable, net	7,455		520		—			7,975
Inventory	8,186		172		—			8,358
Prepaid expenses and other assets	24,335		551		—			24,886
Total current assets	401,567		2,333		(230,000)			173,900
Property and equipment, net	546,617		66,228		3,850		(a)	607,191
					(9,504)		(b)
Right of use assets, net	17,085		36,776		(8,494)		(b)	45,367
Goodwill	133,082		48,429		6,156		(b)	187,667
Intangible assets, net	111,455		92,959		45,601		(b)	250,015
Other assets	5,517		3,969		(3,850)		(a)	5,636
Total assets	$	1,215,323	$	250,694	$	(196,241)		$	1,269,776

Liabilities and Shareholders' Equity
Current portion of long-term debt	$	3,000	$	—	$	—		$	3,000
Current portion of lease obligations	1,040		1,528		(335)		(b)	2,233
Accounts payable	9,434		300		—			9,734
Accrued liabilities	65,213		1,143		1,735		(a)	68,091
Accrued property, gaming and other taxes	—		361		(361)		(a)	—
Accrued payroll and related	—		1,144		(1,144)		(a)	—
Accrued income taxes payable	—		230		(230)		(a)	—
Intercompany debt	—		58,000		(58,000)		(b)	—
Total current liabilities	78,687		62,706		(58,335)			83,058
Lease obligations, net of current portion	16,049		33,721		15,928		(b)	65,698
Pension benefit obligations	8,451		—		—			8,451
Deferred tax liability	9,836		22,488		(22,255)		(b)	10,069
Long-term debt, net of current portion	930,304		—		—			930,304
Other long-term liabilities	977		200		—			1,177
Total liabilities	1,044,304		119,115		(64,662)			1,098,757
Commitments and contingencies
Shareholders' equity:
Common stock	306		—		—			306
Additional paid-in-capital	139,984		—		—			139,984
Treasury stock	—		—		—			—
Retained earnings	32,617		131,579		(131,579)		(b)	32,617
Accumulated other comprehensive loss	(1,888)		—		—			(1,888)
Total shareholders'equity	171,019		131,579		(131,579)			171,019
Total liabilities and shareholders' equity	$	1,215,323	$	250,694	$	(196,241)		$	1,269,776


	Preliminary as of July 1, 2020
Cash	$	4,362
Accounts receivable	582
Inventory	164
Prepaid expenses and other assets	686
Property and equipment	60,574
Right of use asset	28,282
Intangibles	138,560
Other assets	117
Goodwill	53,649
Accounts payable	(614)
Accrued and other current liabilities	(3,907)
Lease obligations	(51,842)
Deferred income tax liabilities	(233)
Other long-term liabilities	(306)
Total purchase price⁽¹⁾	$	230,074


Total consideration	$	230,000
Net parent investment	(131,579)
Write-down/(write-up) of assets:
Property and equipment, net	9,504
Right of use assets	8,494
Intangible assets	(45,601)
Historical goodwill	48,429
(Write-down)/write-up of liabilities:
Intercompany debt	(58,000)
Lease obligations	15,593
Deferred income taxes	(22,255)
Goodwill	$	54,585