Bally's Corp (Form: 8-K, Received: 03/16/2021 17:18:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

_______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2021

________________________

Bally's Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-38850	20-0904604
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


100 Westminster Street
Providence	RI	02903
(Address of Principal Executive Offices and Zip Code)

________________________

(401) 475-8474

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12 (b) of the Act:


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Explanatory Note

On April 24, 2020, Bally’s Corporation (the “Company”) agreed to acquire MontBleu Resort Casino & Spa operations in Lake Tahoe, Nevada (“MontBleu”) for $15.0 million, subject to post-closing adjustments, from Caesars Entertainment Inc. (“Caesars”), subject to required regulatory approvals and satisfaction of other customary closing conditions. The Company had previously acquired the outstanding equity securities of IOC-Kansas City, Inc. and Rainbow Casino-Vicksburg Partnership, L.P. from Eldorado Resorts, Inc. on July 2, 2020, and Eldorado Resort Casino Shreveport from Caesars on December 23, 2020. This report files the financial statements and pro forma financial information of MontBleu and should be read in conjunction with the Company’s other filings with the U.S. Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed herewith:


Exhibit No.						Description
23.1						Consent of Ernst & Young LLP, dated March 16 , 2021
23.2						Consent of Deloitte & Touche LLP, dated March 16, 2021
99.1						Audited Financial Statements of MontBleu as of and for the year ended December 31, 2020 and the notes related thereto
99.2						Audited Financial Statements of MontBleu as of and for the year ended December 31, 20 19 and the notes related thereto
99.3						Unaudited Pro Forma Combined Balance Sheet of Bally's Corporation as of December 31, 2020 and Unaudited Pro Forma Combined Statements of Income of Bally's Corporation for the year ended December 31, 2020, in each case giving pro forma effect to the Company’s acquisition of all the outstanding equity securities of MontBleu and the notes related thereto
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
			By:			/s/ Stephen H. Capp
			Name:			Stephen H. Capp
			Title:			Executive Vice President and Chief Financial Officer

Date: March 16, 2021

Exhibit 23.1

Consent of Independent Auditors

We consent to the use of our report dated March 15, 2021, with respect to the consolidated financial statements of Columbia Properties Tahoe, LLC d/b/a MontBleu Casino Resort and Spa included in this Form 8-K of Bally’s Corporation.

/s/ Ernst & Young LLP


Las Vegas, Nevada
March 16, 2021

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in Registration Statement No. 333-230675 on Form S-8 of Bally’s Corporation of our report dated March 15, 2021, relating to the financial statements of Columbia Properties Tahoe, LLC, d/b/a MontBleu Casino Resort & Spa appearing in this Form 8-K of Bally’s Corporation dated March 16, 2021.

/s/ Deloitte & Touche LLP


Las Vegas, NV
March 16, 2021

Exhibit 99.1

Columbia Properties Tahoe, LLC d/b/a MontBleu Casino Resort & Spa

Consolidated Financial Statements as of and for the year ended December 31, 2020, and Independent Auditors’ Report

COLUMBIA PROPERTIES TAHOE, LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page
Independent Auditors' Report			3
Consolidated Balance Sheet			4
Consolidated Statement of Operations			5
Consolidated Statement of Net Parent Investment			6
Consolidated Statement of Cash Flows			7
Notes to Consolidated Financial Statements			8

INDEPENDENT AUDITORS' REPORT

To the Member of Columbia Properties Tahoe, LLC:

We have audited the accompanying consolidated financial statements of Columbia Properties Tahoe, LLC (the "Company"), which comprise the balance sheet as of December 31, 2020, and the related statements of operations, net parent investment and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Columbia Properties Tahoe, LLC as of December 31, 2020, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.


/s/ Deloitte & Touche LLP
March 15, 2021

COLUMBIA PROPERTIES TAHOE, LLC

CONSOLIDATED BALANCE SHEET


(In thousands)	As of December 31, 2020
Assets
Current assets
Cash and cash equivalents	$	2,494
Account receivables, net	1,370
Inventories	537
Prepayments and other current assets	1,271
Total current assets	5,672
Property and equipment, net	56,259
Goodwill	5
Intangible assets	4,368
Deferred charges and other assets	41,644
Total assets	$	107,948

Liabilities and Net Parent Investment
Current liabilities
Accounts payable	$	661
Accrued expenses and other current liabilities	2,813
Total current liabilities	3,474
Deferred credits and other liabilities	66,226
Total liabilities	69,700
Commitments and contingencies (Note 7)
Net parent investment	38,248
Total liabilities and net parent investment	$	107,948

See accompanying Notes to Consolidated Financial Statements.

COLUMBIA PROPERTIES TAHOE, LLC

CONSOLIDATED STATEMENT OF OPERATIONS


(In thousands)	Year Ended December 31, 2020
Revenues
Casino	$	12,040
Food and beverage	6,008
Hotel	11,364
Other	2,043
Net revenues	31,455
Operating expenses
Direct
Casino	6,023
Food and beverage	4,270
Hotel	2,698
Other	828
General and administrative	14,893
Depreciation and amortization	4,736
Total operating expenses	33,448
Net loss	$	(1,993)

See accompanying Notes to Consolidated Financial Statements.

COLUMBIA PROPERTIES TAHOE, LLC

CONSOLIDATED STATEMENT OF NET PARENT INVESTMENT


(In thousands)
Balance as of January 1, 2020	$	40,701
Net loss	(1,993)
Distributions to parent, net	(460)
Balance as of December 31, 2020	$	38,248

See accompanying Notes to Consolidated Financial Statements.

COLUMBIA PROPERTIES TAHOE, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS


(In thousands)	Year Ended December 31, 2020
Cash flows from operating activities
Net loss	$	(1,993)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation and amortization	4,736
Non-cash lease amortization	(219)
Change in current assets and liabilities:
Account receivables	526
Inventories	86
Prepayments, and other current assets	(158)
Accounts payable	(457)
Accrued expenses and other liabilities	(1,970)
Cash flows provided by operating activities	551
Cash flows from investing activities
Purchase of property and equipment	(682)
Cash flows used in investing activities	(682)
Cash flows from financing activities
Net payments to parent	(460)
Cash flows used in financing activities	(460)
Net decrease in cash and cash equivalents	(591)
Cash and cash equivalents, beginning of period	3,085
Cash and cash equivalents, end of period	$	2,494

See accompanying Notes to Consolidated Financial Statements.

COLUMBIA PROPERTIES TAHOE LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In these notes, the words “Company,” “we,” “our,” and “us” refer to Columbia Properties Tahoe, LLC.

Note 1 — Organization and Basis of Presentation

Organization

The Company is a wholly owned subsidiary of Caesars Entertainment, Inc. (“Parent”). The Company and its wholly owned subsidiary MB Development, LLC, operate MontBleu Casino Resort & Spa (“MontBleu”) in Stateline, Nevada, under a license issued by the Nevada Gaming Commission (“NGC”), and is subject to the rules and regulations established by the NGC.

MontBleu is situated on approximately 21 acres in South Lake Tahoe, Nevada surrounded by the Sierra Nevada Mountains. In addition to a casino, the property offers a race and sportsbook, a hotel, restaurants and various non-gaming amenities, including retail shops, nightclubs, a showroom, meeting and convention space, a parking garage, a full-service health spa and workout area, an indoor heated lagoon-style pool with whirlpool and a wedding chapel. MontBleu’s primary feeder markets include Northern California, the Reno area and the Pacific Northwest.

On April 24, 2020, our Parent entered into an agreement to sell the Company to Bally’s Corporation. The transaction is expected to close in the first half of 2021.

Basis of Presentation

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which require the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Management believes the accounting estimates are appropriate and reasonably determined. Actual amounts could differ from those estimates.

Our consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of all intercompany accounts and transactions. All intercompany transactions have been eliminated in consolidation.

The accompanying consolidated financial statements have been prepared from separate records maintained by our Parent and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as entities unaffiliated with the Parent. Portions of certain expenses represent allocations from the Parent. See Note 8, “Related Parties.”

Effect of the COVID-19 Public Health Emergency

A novel strain of coronavirus (“COVID-19”) was declared a public health emergency by the United States Department of Health and Human Services on January 31, 2020. On March 13, 2020, the President of the United States issued a proclamation declaring a national emergency concerning COVID-19. As a result of the COVID-19 public health emergency, Parent began to receive directives from various governmental bodies for the closure of certain properties, and consistent with such directives, on March 17, 2020, Parent announced the temporary shutdown of properties in North America. COVID-19 is present in nearly all regions around the world and has resulted in travel restrictions and business slowdowns or shutdowns in affected areas. MontBleu reopened to the public June 4, 2020, however, there can be no assurance as to the time required for our operations to recover to levels prior to these closures, or whether future closures related to COVID-19 could occur.

Note 2 — Summary of Significant Accounting Policies

Additional significant accounting policy disclosures are provided within the applicable notes to the consolidated financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents include cash maintained for gaming operations.

Accounts Receivable and Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues markers to approved casino customers following background checks and assessments of creditworthiness. Trade receivables, including casino receivables, are typically non-interest bearing and initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts, historical collection experience and reasonable forecasts which consider current economic and business conditions. As of December 31, 2020, the Company has estimated an allowance for doubtful accounts of $55 thousand.

Inventories

Inventories, consisting of food, beverage and gift shop items, are stated at the lower of average cost, using a first-in, first-out basis, or net realizable value.

Self-Insurance Reserves

The Parent is self-insured for various levels of general liability and workers’ compensation coverage, which is provided to us. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. The Parent utilizes independent consultants to assist management in its determination of estimated insurance liabilities. While the total cost of claims incurred depends on future developments, in managements’ opinion, recorded reserves are adequate to cover future claims payments. Self-insurance reserves are included in accrued other liabilities on the consolidated balance sheet.

Outstanding Chip Liability

The Company recognizes the impact on gaming revenues on an annual basis to reflect an estimate of the change in the value of outstanding chips that are not expected to be redeemed. This estimate is determined by the difference between the total value of chips placed in service less the value of chips in the inventory of chips under our control. The outstanding chip liability is included in accrued other current liabilities on the consolidated balance sheet.

Customer Relationships

The Company offers programs whereby participating customers can accumulate points for wagering that can be redeemed for free play on slot machines, food and beverage, merchandise and, in limited situations, cash. The incentives earned by customers under these programs are based on previous revenue transactions and represent separate performance obligations. Points earned, less estimated breakage, are recorded as a reduction of casino revenues at the standalone selling price of the points when earned based upon the retail value of the benefits, historical redemption rates and estimated breakage and recognized as departmental revenue based on where such points are redeemed upon fulfillment of the performance obligation. The loyalty program liability represents a deferral of revenue until redemption occurs, which is typically less than one year.

Complimentaries

The Company offers discretionary coupons and other discretionary complimentaries to customers outside of the loyalty program. The retail value of complimentary food, beverage, and other services provided to customers is recognized as a reduction to the revenues for the department which issued the complimentary and a credit to the revenue for the department redeemed. Complimentaries provided by third parties at the discretion and under the control of the Company are recorded as an expense when incurred.

The Company’s revenues included complimentaries and loyalty point redemptions totaling $4,494 thousand for the year ended December 31, 2020.

Casino Revenue

The Company recognizes as casino revenue the net win from gaming activities, which is the difference between gaming wins and losses, not the total amount wagered. Progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives.

Non-gaming Revenue

Hotel, food and beverage and other operating revenues are recognized as services are performed and is the net amount collected from the customer for such goods and services. Hotel, food and beverage services have been determined to be separate, stand- alone performance obligations and are recorded as revenue as the good or service is transferred to the customer over the customer’s stay at the hotel or when the delivery is made for the food and beverage. Advance deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until the revenue recognition criteria has been met. The Company also provides goods and services that may include multiple performance obligations, such as for packages, for which revenues are allocated on a pro rata basis based on each service's stand-alone selling price.

Advertising Expenses

Advertising costs are expensed in the period the advertising initially takes place and are included in marketing and promotions expenses within operating expenses. Advertising costs included in marketing and promotion expenses were $458 thousand for the year ended December 31, 2020.

Income Taxes

The Company is a disregarded entity (single member LLC) of the Parent, file U.S. and state income tax returns as part of the consolidated group. The Parent is ultimately responsible for the taxes payable of the combined group, as such, tax expense and related payables are not included in the consolidated financial statement of the Company.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated into the Company’s consolidated financial statements include useful lives for depreciable and amortizable assets, cash flows in assessing goodwill and indefinite-lived intangible assets for impairment and the recoverability of long-lived assets, self-insurance reserves, player loyalty program liabilities, contingencies and litigation, and claims and assessments. Actual results could differ from these estimates.

Recently Issued Accounting Pronouncements

Pronouncements Implemented in 2020

In June 2016 (modified in November 2018), the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses related to the timing of recognizing impairment losses on financial assets. The new guidance lowers the threshold on when losses are incurred, from a determination that a loss is probable to a determination that a loss is expected. The guidance is effective for interim and annual periods beginning after December 15, 2020. Adoption of the guidance required a modified-retrospective approach and a cumulative adjustment to retained earnings to the first reporting period that the update is effective. The Company adopted the new guidance on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. This amendment modifies accounting guidelines for income taxes and is effective for annual periods beginning after December 15, 2021 with early adoption allowed. We adopted the new guidance during 2020 on a retrospective basis as allowed per the amendments by electing not to present income taxes in the Company's consolidated financial statements. The adoption of this ASU does not have a material impact on the Company’s consolidated financial statements as of, and for the period ended December 31, 2020.

Note 3 — Leases

The Company’s management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Parent’s incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The expected lease terms include options to extend or terminate the lease when it is reasonably certain the Company will exercise such options. Lease expense for operating leases with minimum lease payments is recognized on a straight-line basis over the expected lease term.

The Company’s lease arrangements have lease and non-lease components. For leases in which the Company is the lessee, the Company accounts for the lease components and non-lease components as a single lease component for all classes of underlying assets. Leases, in which the Company is the lessor, are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately, which is consistent with the Company’s historical accounting. Leases with an expected or initial term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term. The Company's ROU assets were offset by an unfavorable lease liability of our ground lease that existed at the time of adopting ASC 842 on January 1, 2019.

The Company has operating leases for various real estate and equipment. Certain of the Company’s lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation and rental payments based on usage. The Company’s leases include options to extend the lease term one month to 25 years.

The Company leases the land on which they operate. The lease has an initial term date of December 31, 2028, and has renewal options through December 31, 2053. Fixed rent payments are due monthly and are subject to annual inflation adjustments. In addition to the fixed rent payment, an annual payment may be due based on a percentage of gross revenue over a defined minimum target. Additionally, we are required to make minimum annual capital expenditures which is determined as a percentage of our net revenues, as defined by our lease. For the year ended December 31, 2020, no amounts were due based on gross revenues.


Leases recorded on the balance sheet consist of the following (in thousands):

Classification on the Balance Sheet

December 31, 2020

ASSETS

Operating lease ROU assets

Deferred charges and other assets

41,636

LIABILITIES

Current operating lease liabilities

Accrued expenses and other current liabilities

550

Non-current operating lease liabilities

Deferred credits and other liabilities

65,790

Other information related to lease terms and discount rates are as follows as of December 31, 2020:


Weighted Average Remaining Lease Term
Operating Leases			33.46 years
Weighted Average Discount Rate
Operating Leases			7.10 %

The components of lease expense are as follows for the year ended December 31, 2020 (in thousands):


Lease expense:
Operating lease expense	$	4,480
Short-term and variable lease expense	857
Total lease expense	$	5,337

Supplemental cash flow information related to leases is as follows for the year ended December 31, 2020 (in thousands):


Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	5,228

Maturities of lease liabilities at December 31, 2020 are summarized as follows (in thousands):


Year ending December 31,
2021	$	5,209
2022	5,189
2023	5,186
2024	5,183
2025	5,180
Thereafter	145,051
Total future minimum lease payments	$	170,998
Less: amount representing interest	(104,658)
Present value of future minimum lease payments	$	66,340
Less: current lease obligations	(550)
Long-term lease obligations	$	65,790

Note 4 — Property and Equipment

Property and equipment are stated at cost or fair value if acquired in a business combination. Depreciation is computed using the straight-line method over the estimated useful life of the asset or the term of the lease, whichever is less. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Gains or losses on dispositions of property and equipment are included in operating income.

Depreciation is computed using the straight-line method over the following estimated useful lives of the assets:


Buildings and improvements			3 to 40 years
Land improvements			12 to 40 years
Furniture, fixtures and equipment			2 to 15 years

The Company evaluates its property and equipment and other long-lived assets for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded. No impairment charges were recorded for the year ended December 31, 2020.

Property and equipment, net is as follows (in thousands):


	As of December 31, 2020
Land	$	1,027
Buildings and improvements	50,970
Furniture, fixtures, and equipment	13,824
Construction in progress	371
Total property and equipment	66,192
Less: accumulated depreciation	(9,933)
Total property and equipment, net	$	56,259


Depreciation Expense
(In thousands)	Year Ended December 31, 2020
Depreciation expense	$	4,469

Note 5 — Intangible Assets, Net

Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Indefinite- lived intangible assets consist of acquired trade name and gaming license. Indefinite-lived intangible assets are not subject to amortization.

Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests as of October 1st of each fiscal year. If the carrying amount of goodwill or an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess amount. As a result of the annual impairment review for goodwill and indefinite-lived intangible assets, no impairment charges were recorded.

Amortization is computed using the straight-line method over the estimated useful life of the asset. The Company evaluates for impairment whenever indicators of impairment exist. When indicators are noted, the Company then compares the estimated undiscounted future cash flows to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is recorded. No impairment charge was recorded for the year ended December 31, 2020.

Intangible assets, net, is as follows (in thousands):


	As of December 31, 2020		Estimated Useful Life
Goodwill	$	5	Indefinite

Gaming licenses	568		Indefinite
Trademarks	3,600		Indefinite
Customer relationships	800		3 years
Subtotal	$	4,968
Accumulated amortization	(600)
Total gaming licenses and other intangible assets, net	$	4,368

Amortization expense with respect to intangible assets for the year ended December 31, 2020, totaled $267 thousand, which is included in depreciation and amortization in the consolidated statement of operations.

Gaming licenses represent intangible assets acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate in the jurisdiction. These gaming license rights are not subject to amortization as the Company has determined that they have indefinite useful lives.

Estimated two-year amortization is as follows (in thousands):


	Year Ending December 31,
	2021
Estimated annual amortization expense	$	200

Note 6 — Accrued Expenses and Other Current Liabilities

A summary of accrued expenses and other current liabilities is as follows (in thousands):


	December 31, 2020
Payroll and other compensation	$	693
Accrued taxes	333
Self-insurance	97
Outstanding chip and token liability	436
Advance deposits	36
Operating lease liability	550
Other accruals	668
Total accrued expenses and other current liabilities	$	2,813

Note 7 — Commitments and Contingencies

The Company is a party to various legal and administrative proceedings, which have arisen in the normal course of its business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with these proceedings is not material to the Company’s financial condition and those estimated losses are not expected to have a material impact on its results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount of scope of existing insurance coverage will be sufficient to cover losses arising from such matter. The Company is party to other ordinary and routine litigation incidental to our business. We do not expect the outcome of any such litigation to have a material effect on our financial position, results of operations, or cash flows, as we do not believe it is reasonably possible that we will incur material losses as a result of such litigation.

Note 8 — Related Parties

Net parent investment—Net parent investments primarily arise from cash transfers between the Company and the Parent related to casino operations and property and equipment transfers.

Management fees—The Company has an agreement with the Parent to provide certain management, administrative and corporate services to the Company in exchange for a fee. The Company incurred $1,189 thousand for shared services during the year ended December 31, 2020, which was included in general and administrative expenses in the consolidated statement of operations.

Note 9 — Retirement Plans

The Parent maintains a defined contribution plan under section 401(k) of the Internal Revenue Code for all employees with certain eligibility requirement as outlined in the plan document. The plan allows employees to defer a portion of their income on a pretax basis. The Company matches contributions equal to 50% of the first 6%. Matching contribution expenses for the year ended December 31, 2020 was $96 thousand.

Note 10 — Subsequent Events

In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through March 15, 2021, the date the Company’s consolidated financial statements were available to be issued.

Exhibit 99.2

Columbia Properties Tahoe, LLC d/b/a MontBleu Casino Resort & Spa

Consolidated Financial Statements as of and for the year ended December 31, 2019, and Report of Independent Auditors

COLUMBIA PROPERTIES TAHOE, LLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page
Report of Independent Auditors			3
Consolidated Balance Sheet			4
Consolidated Statement of Operations			5
Consolidated Statement of Net Parent Investment			6
Consolidated Statement of Cash Flows			7
Notes to Consolidated Financial Statements			8

Report of Independent Auditors

To the Board of Directors of

Caesars Entertainment, Inc.

We have audited the accompanying consolidated financial statements of Columbia Properties Tahoe, LLC, which comprise the consolidated balance sheet as of December 31, 2019, and the related consolidated statement of operations, net parent investment and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Columbia Properties Tahoe, LLC, at December 31, 2019, and the consolidated results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

Adoption of ASU No. 2016-02

As discussed in Note 2 to the consolidated financial statements, the Company has elected to change its method of accounting for the recognition and measurement of leases in the year ended December 31, 2019, due to the adoption of ASU No. 2016-02, ASC 842 Leases and related amendments. Our opinion is not modified with respect to this matter.

/s/ Ernst & Young LLP

March 15, 2021

COLUMBIA PROPERTIES TAHOE, LLC

CONSOLIDATED BALANCE SHEET


(In thousands)	As of December 31, 2019
Assets
Current assets
Cash and cash equivalents	$	3,085
Account receivables, net	1,896
Inventories	622
Prepayments and other current assets	1,114
Total current assets	6,717
Property and equipment, net	60,032
Goodwill	5
Intangible assets	4,635
Deferred charges and other assets	41,424
Total assets	$	112,813

Liabilities and Net Parent Investment
Current liabilities
Accounts payable	$	1,104
Accrued expenses and other current liabilities	4,670
Total current liabilities	5,774
Deferred credits and other liabilities	66,338
Total liabilities	72,112
Commitments and contingencies (Note 7)
Net parent investment	40,701
Total liabilities and net parent investment	$	112,813

See accompanying Notes to Consolidated Financial Statements.

COLUMBIA PROPERTIES TAHOE, LLC

CONSOLIDATED STATEMENT OF OPERATIONS


(In thousands)	Year Ended December 31, 2019
Revenues
Casino	$	12,083
Food and beverage	12,185
Hotel	14,711
Other	4,120
Net revenues	43,099
Operating expenses
Direct
Casino	7,968
Food and beverage	7,879
Hotel	3,412
Other	2,047
General and administrative	15,800
Depreciation and amortization	4,705
Total operating expenses	41,811
Operating income	1,288
Interest income, net	3
Net income	$	1,291

See accompanying Notes to Consolidated Financial Statements.

COLUMBIA PROPERTIES TAHOE, LLC

CONSOLIDATED STATEMENT OF NET PARENT INVESTMENT


(In thousands)
Balance as of January 1, 2019	$	42,550
Cumulative change in accounting principle	(1,477)
Net income	1,291
Distributions to parent, net	(1,663)
Balance as of December 31, 2019	$	40,701

See accompanying Notes to Consolidated Financial Statements.

COLUMBIA PROPERTIES TAHOE, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS


(In thousands)	Year Ended December 31, 2019
Cash flows from operating activities
Net income	$	1,291
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation and amortization	4,705
Non-cash lease amortization	(240)
Change in current assets and liabilities:
Account receivables	(235)
Inventories	42
Prepayments, and other current assets	359
Accounts payable	219
Accrued expenses and other liabilities	(825)
Cash flows provided by operating activities	5,316
Cash flows from investing activities
Purchase of property and equipment	(2,511)
Cash flows used in investing activities	(2,511)
Cash flows from financing activities
Net payments to parent	(3,039)
Cash flows used in financing activities	(3,039)
Net decrease in cash and cash equivalents	(234)
Cash and cash equivalents, beginning of period	3,319
Cash and cash equivalents, end of period	$	3,085

See accompanying Notes to Consolidated Financial Statements.

COLUMBIA PROPERTIES TAHOE LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In these notes, the words “Company,” “we,” “our,” and “us” refer to Columbia Properties Tahoe, LLC.

Note 1 — Organization and Basis of Presentation

Organization

The Company is a wholly owned subsidiary of Caesars Entertainment Inc. (“Parent”). The Company and its wholly owned subsidiary MB Development LLC, operate MontBleu Casino Resort & Spa (“MontBleu”) in Stateline, Nevada, under a license issued by the Nevada Gaming Commission (“NGC”), and is subject to the rules and regulations established by the NGC.

On April 24, 2020, our Parent entered into an agreement to sell the Company to Bally’s Corporation. The transaction is expected to close in the first half of 2021.

Basis of Presentation

Note 2 — Summary of Significant Accounting Policies

Additional significant accounting policy disclosures are provided within the applicable notes to the consolidated financial statements.

Cash and Cash Equivalents

Accounts Receivable and Credit Risk

COLUMBIA PROPERTIES TAHOE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

customer accounts, historical collection experience and reasonable forecasts which consider current economic and business conditions. As of December 31, 2019, the Company has estimated an allowance for doubtful accounts of $65 thousand.

Inventories

Inventories, consisting of food, beverage and gift shop items, are stated at the lower of average cost, using a first-in, first-out basis, or net realizable value.

Self-Insurance Reserves

Outstanding Chip Liability

Customer Relationships

Complimentaries

The Company’s revenues included complimentaries and loyalty point redemptions totaling $8,771 thousand for the year ended December 31, 2019.

Casino Revenue

COLUMBIA PROPERTIES TAHOE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Non-gaming Revenue

Hotel, food and beverage and other operating revenues are recognized as services are performed and is the net amount collected from the customer for such goods and services. Hotel, food and beverage services have been determined to be separate, stand-alone performance obligations and are recorded as revenue as the good or service is transferred to the customer over the customer’s stay at the hotel or when the delivery is made for the food and beverage. Advance deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until the revenue recognition criteria has been met. The Company also provides goods and services that may include multiple performance obligations, such as for packages, for which revenues are allocated on a pro rata basis based on each service's stand-alone selling price.

Advertising Expenses

Income Taxes

The Company is a disregarded entity (single member LLC) of the Parent, file U.S. and state income tax returns as part of the consolidated group. The Parent is ultimately responsible for the taxes payable of the combined group, as such tax expense and related payables are not included in the consolidated financial statement of the Company.

Use of Estimates

Recently Issued Accounting Pronouncements

Pronouncements Implemented in 2019

In February 2016 (as amended through December 2018), the FASB issued ASU No. 2016-02 codified as Accounting Standards Codification (“ASC”) 842, Leases, (“ASC 842”) which addresses the recognition and measurement of leases. Under the new guidance, for all leases (with the exception of short-term leases), at the commencement date, lessees will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to control the use of a specified asset for the lease term.

The Company adopted ASC 842 on January 1, 2019 using the prospective adoption approach. The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which among other things, allows us to carry forward the historical lease identification, lease classification and treatment of initial direct costs for leases entered into prior to January 1, 2019. The Company also made an accounting policy election to not record short-term leases with an initial term of 12 months or less on the balance sheet for all classes of underlying assets. The Company also elected to not adopt the hindsight practical expedient for determining lease terms.

COLUMBIA PROPERTIES TAHOE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company’s operating leases, in which the Company is the lessee, are recorded on the balance sheet as a Right-of-Use asset with a corresponding lease liability. The lease liability will be remeasured each reporting period with a corresponding change to the Right-of-Use asset. Upon adoption of ASC 842, the Company recorded a right of use asset of $41,033 thousand and related operating lease liability of $67,230 thousand with no impact on the statement of operations or statement of cash flows.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. This amendment modifies accounting guidelines for income taxes and is effective for annual periods beginning after December 15, 2021 with early adoption allowed. We adopted the new guidance during 2020 on a retrospective basis as allowed per the amendments by electing not to present income taxes in the Company's consolidated financial statements. The adoption of this ASU decreased the Company’s opening Parent investment and long-term liabilities by $1,477 thousand as a result of removing the historical allocated tax impact from the Company level and had no impact on the Company’s assets or net income.

Note 3 — Leases

COLUMBIA PROPERTIES TAHOE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases recorded on the balance sheet consist of the following (in thousands):

Classification on the Balance Sheet

December 31, 2019

ASSETS

Operating lease ROU assets

Deferred charges and other assets

41,421

LIABILITIES

Current operating lease liabilities

Accrued expenses and other current liabilities

531

Non-current operating lease liabilities

Deferred credits and other liabilities

66,338

Other information related to lease terms and discount rates are as follows as of December 31, 2019:


Weighted Average Remaining Lease Term
Operating Leases			34.46 years
Weighted Average Discount Rate
Operating Leases(1)			7.10 %

(1) Upon adoption of the new lease standard, discount rates used for existing operating leases were established on January 1, 2019.

The components of lease expense are as follows for the year ended December 31, 2019 (in thousands):


Lease expense:
Operating lease expense	$	4,499
Short-term and variable lease expense	971
Total lease expense	$	5,470

Supplemental cash flow information related to leases is as follows for the year ended December 31, 2019 (in thousands):


Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	5,248

Maturities of lease liabilities at December 31, 2019 are summarized as follows (in thousands):


Year ending December 31,
2020	$	5,287
2021	5,209
2022	5,189
2023	5,186
2024	5,183
Thereafter	150,232
Total future minimum lease payments	176,286
Less: amount representing interest	(109,417)
Present value of future minimum lease payments	66,869
Less: current lease obligations	(531)
Long-term lease obligations	$	66,338

COLUMBIA PROPERTIES TAHOE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 4 — Property and Equipment

Depreciation is computed using the straight-line method over the following estimated useful lives of the assets:


Buildings and improvements			3 to 40 years
Land improvements			12 to 40 years
Furniture, fixtures and equipment			2 to 15 years

Property and equipment, net is as follows (in thousands):


	As of December 31, 2019
Land	$	1,027
Buildings and improvements	50,857
Furniture, fixtures, and equipment	13,612
Total property and equipment	65,496
Less: accumulated depreciation	(5,464)
Total property and equipment, net	$	60,032


Depreciation Expense
(In thousands)	Year Ended December 31, 2019
Depreciation expense	$	4,438

Note 5 — Intangible Assets, Net

Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Indefinite-lived intangible assets consist of acquired trade name and gaming license. Indefinite-lived intangible assets are not subject to amortization.

COLUMBIA PROPERTIES TAHOE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

undiscounted future cash flows, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is recorded. No impairment charge was recorded for the year ended December 31, 2019.

Intangible assets, net, is as follows (in thousand):


	As of December 31, 2019		Estimated Useful Life
Goodwill	$	5	Indefinite

Gaming licenses	568		Indefinite
Trademarks	3,600		Indefinite
Customer relationships	800		3 years
Subtotal	4,968
Accumulated amortization	(333)
Total gaming licenses and other intangible assets, net	$	4,635

Amortization expense with respect to intangible assets for the year ended December 31, 2019, totaled $267 thousand, which is included in depreciation and amortization in the consolidated statement of operations.

Estimated two-year amortization is as follows (in thousands):


	Years Ending December 31,
	2020		2021
Estimated annual amortization expense	$	267	$	200

Note 6 — Accrued Expenses and Other Current Liabilities

A summary of accrued expenses and other current liabilities is as follows (in thousands):


	December 31, 2019
Payroll and other compensation	$	1,225
Accrued taxes	405
Self-insurance	217
Outstanding chip and token liability	1,366
Advance deposits	69
Operating lease liability	531
Other accruals	857
Total accrued expenses and other current liabilities	$	4,670

COLUMBIA PROPERTIES TAHOE, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 7 — Commitments and Contingencies

Note 8 — Related Parties

Net parent investment—Net parent investments primarily arise from cash transfers between the Company and the Parent related to casino operations and property and equipment transfers.

Management fees—The Company has an agreement, with the Parent to provide certain management, administrative and corporate services to the Company in exchange for a fee. The Company incurred $232 thousand for shared services during the year ended December 31, 2019, which was included in general and administrative expenses in the consolidated statement of operations.

Note 9 — Retirement Plans

Note 10 — Subsequent Events

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information (“Pro Forma Financial Statements”) included herein present the unaudited pro forma condensed combined balance sheet (“Pro Forma Balance Sheet”) and the unaudited pro forma condensed combined statement of operations (“Pro Forma Statement of Operations”) based upon the audited historical financial statements of Bally’s Corporation (“Bally’s” or the “Company”), the Acquired Companies (as defined below) and MontBleu Resort Casino & Spa (“MontBleu”), after giving effect to the Historical Acquisitions (as defined below), the MontBleu acquisition (together the “Acquisitions”) and the adjustments described in the accompanying notes.

The Pro Forma Statement of Operations for the year ended December 31, 2020 gives effect to the Transactions (as defined below) as if each of them had occurred on January 1, 2020. The Pro Forma Balance Sheet as of December 31, 2020 gives effect to the MontBleu acquisition as if it had occurred on December 31, 2020.

The unaudited Pro Forma Financial Statements set out below have been prepared in accordance with Article 11 of Regulation S-X, as amended by the Securities and Exchange Commission (“SEC”) Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses using accounting policies in accordance with principles generally accepted in the United States of America (“U.S. GAAP”).

The Pro Forma Financial Statements reflect transaction related adjustments management believes are necessary to present fairly Bally’s Pro Forma Financial Statements.

The Pro Forma Financial Statements have been prepared for illustrative purposes only. The hypothetical financial position or results included in the Pro Forma Financial Statements may differ from the Acquired Companies' and MontBleu's actual financial position or results. The Pro Forma Financial Statements have been prepared on the basis set out in the notes below and have been prepared in a manner consistent with the accounting policies applied by the Company in its historical financial statements for the year ended December 31, 2020.

The Pro Forma Financial Statements may not be indicative of the results of operations that would have occurred if the events reflected therein had been in effect on the dates indicated or the results which may be obtained in the future. In preparing the Pro Forma Financial Statements, no adjustments have been made to reflect the potential operating synergies and administrative cost savings or the costs of integration activities that could result from the combination of Bally’s, the Acquired Companies and MontBleu.

Historical Acquisitions

On July 1, 2020, the Company closed its acquisition of the outstanding equity securities of each of Casino KC and Casino Vicksburg from Caesars Entertainment, Inc. (“Caesars”), formerly Eldorado Resorts, Inc. for an aggregated purchase price of $230 million in cash, subject to customary post-closing adjustments pursuant to the terms of an Equity Purchase Agreement dated July 10, 2019 among Bally’s, Caesars, and various of their affiliates. This acquisition was funded with available cash on hand at July 1, 2020 the source of which was from borrowings under the Company's existing debt arrangements.

On December 23, 2020, the Company closed its acquisition of the outstanding equity securities of Shreveport from Caesars for a purchase price of $140 million in cash, subject to customary post-closing adjustments pursuant to the terms of an Equity Purchase Agreement dated April 24, 2020 by and among Bally's, Caesars, and certain of their affiliates (the “Shreveport/MontBleu Agreement”). This acquisition was funded with available cash on hand at December 23, 2020 the source of which was from borrowings under the Company's existing debt arrangements.

The acquisitions of Casino KC, Casino Vicksburg, and Shreveport (together the “Acquired Companies”) and MontBleu, are being accounted for as business combinations using the acquisition method with Bally’s as the accounting acquirer in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Under this method of accounting, the respective purchase prices for the Historical Acquisitions will be allocated to the Acquired Companies’ and MontBleu's assets acquired and liabilities assumed based upon their estimated fair values at the closing date.

MontBleu Acquisition

The Company expects to complete its acquisition of the outstanding equity securities of MontBleu from Caesars for a purchase price of $15 million in cash, payable one year from the closing date, subject to customary post-closing adjustments

pursuant to the terms of the Shreveport/MontBleu Agreement. The Company considers this acquisition probable given the current likelihood of obtaining the required regulatory license in Nevada. As such, the acquisition should be included in the pro forma financial information. The Company expects that this acquisition will be funded with available cash on hand or available borrowings under the Company’s existing debt agreements when due in 2022 and will be accounted for as a business combination using the acquisition method with Bally’s as the accounting acquirer in accordance with ASC 805.

The Pro Forma Financial Statements include adjustments to record the assets and liabilities of MontBleu at their estimated respective fair values based on available information. The pro forma adjustments included herein are subject to change depending on changes in the components of assets and liabilities and as additional analyses are performed. The final allocation of the purchase prices for the MontBleu acquisition will be determined after completion of a thorough analysis to determine the fair value of each entity’s tangible and identifiable intangible assets and liabilities as of the acquisition date. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the Pro Forma Financial Statements may change the amount of the purchase price allocated to goodwill, bargain purchase gain and other assets and liabilities, and may impact the Company’s statement of operations in future periods.

The Pro Forma Financial Statements should be read in conjunction with the audited consolidated financial statements and related notes of Bally’s, the audited financial statements and related notes of MontBleu as of and for the year ended December 31, 2020, the unaudited combined financial statements and related notes of Casino KC and Casino Vicksburg as of and for the six months ended June 30, 2020 and the unaudited financial statements and related notes of Shreveport as of and for the nine months ended September 30, 2020.

Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2020


(in thousands)	Bally's		MontBleu		Transaction Accounting Adjustments		Note 3	Pro Forma Combined
Assets
Cash and cash equivalents	$	123,445	$	2,494	$	—		$	125,939
Restricted cash	3,110		—		—			3,110
Accounts receivable, net	14,798		1,370		—			16,168
Inventory	9,296		537		—			9,833
Tax receivable	84,483		—		—			84,483
Prepaid expenses and other assets	53,823		1,271		—			55,094
Total current assets	288,955		5,672		—			294,627
Property and equipment, net	749,029		56,259		(49,345)		(a)	755,943
Right of use assets, net	36,112		—		16,171		(a)	93,919
					41,636		(b)
Goodwill	186,979		5		(5)		(a)	186,979
Intangible assets, net	663,395		4,368		4,532		(a)	672,295
Other assets	5,385		41,644		(41,636)		(b)	5,393
Total assets	$	1,929,855	$	107,948	$	(28,647)		$	2,009,156

Liabilities and Shareholders' Equity								—
Current portion of long-term debt	$	5,750	$	—	$	—		$	5,750
Current portion of lease obligations	1,520		—		1,877		(a)	3,947
					550		(b)
Accounts payable	15,869		661		—			16,530
Accrued and other current liabilities	120,055		2,813		(550)		(b)	137,318
					15,000		(c)
Total current liabilities	143,194		3,474		16,877			163,545
Lease obligations, net of current portion	62,025		—		(14,051)		(a)	113,764
					65,790		(b)
Long-term debt, net of current portion	1,094,105		—		—			1,094,105
Pension benefit obligations	9,215		—		—			9,215
Deferred tax liability	36,983		—		1,675		(a)	38,658
Naming rights liabilities	243,965		—		—			243,965
Deferred credits and other liabilities	—		66,226		(66,226)		(b)	—
Other long-term liabilities	13,770		—		434		(b)	14,204
Total liabilities	1,603,257		69,700		4,499			1,677,456

Commitments and contingencies	—		—		—

Stockholders' equity:
Common stock	307		—		—			307
Additional paid-in-capital	294,643		—		—			294,643
Treasury stock	—		—		—			—
Retained earnings	34,792		38,248		(33,146)		(d)	39,894
Accumulated other comprehensive loss	(3,144)		—		—			(3,144)
Total shareholders' equity	326,598		38,248		(33,146)			331,700
Total liabilities and shareholders' equity	$	1,929,855	$	107,948	$	(28,647)		$	2,009,156

Unaudited Pro Forma Condensed Combined Statement of Income - Year Ended December 31, 2020

(in thousands, except share and per share amounts)


	Bally's		Acquired Companies(1)		Mont Bleu		Transaction Accounting Adjustments		Note	Pro Forma Combined
Revenues	$	372,792	$	92,893	$	31,455	$	—		$	497,140

Operating costs and expenses:
Gaming, racing, hotel and food and beverage, retail, entertainment and other	138,669		45,467		13,819		(2,375)		(e)	195,580
Marketing and promotions	—		3,392		—		(3,392)		(e)	—
Advertising, general and administrative	176,943		20,833		14,893		5,767		(e)	223,932
							2,920		(f)
							2,576		(g)
							—		(h)
Management fee	—		2,576		—		(2,576)		(g)	—
Goodwill and asset impairment	8,659		—		—		—			8,659
Expansion and pre-opening	921		—		—		—			921

Acquisition, integration and restructuring	13,257		—		—		—		(h)	13,257
Storm related losses, net of insurance recoveries	14,095		—		—		—			14,095
Rebranding	792		—		—		—			792
Depreciation and amortization	37,842		9,817		4,736		125		(i)	49,615
							(2,905)		(j)
Total operating costs and expenses	391,178		82,085		33,448		140			506,851
Income (loss) from operations	(18,386)		10,808		(1,993)		(140)			(9,711)
Other income (expense):
Interest income	612		—		—		—			612
Interest expense, net of amounts capitalized	(63,248)		(6,167)		—		6,167		(k)	(69,913)
							(6,665)		(l)
Change in value of naming rights liabilities	(57,660)		—		—		—			(57,660)
Gain on bargain purchases	63,871		—		—		5,102		(m)	68,973
Total other income (expense)	(56,425)		(6,167)		—		4,604			(57,988)
Loss (income) before provision for income taxes	(74,811)		4,641		(1,993)		4,464			(67,699)
(Benefit) provision for income taxes	(69,324)		322		—		6,269		(n)	(62,733)
Net (loss) income	$	(5,487)	$	4,319	$	(1,993)	$	(1,805)		$	(4,966)

Net loss per common share:
Basic	$	(0.18)								$	(0.16)
Diluted	$	(0.18)								$	(0.16)
Weighted average common shares outstanding:
Basic	31,315									31,315
Diluted	31,315									31,315

(1) Includes pre-acquisition results for (i) Casino KC and Casino Vicksburg for the period from January 1, 2020 through June 30, 2020 and (ii) Shreveport for the period from January 1, 2020 through December 22, 2020.

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Note 1 — Description of Transaction and Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of SEC Regulation S-X and presents the pro forma financial position and results of Bally's, MontBleu and the Acquired Companies after giving effect to the Historical Acquisitions and the acquisition of MontBleu.

Basis of Presentation

The Pro Forma Financial Information has been prepared by Bally’s in accordance Article 11 of Regulation S-X as amended by SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses. The pro forma financial information is not necessarily indicative of what Bally’s consolidated statements of operations or consolidated balance sheet would have been had the Acquisitions been completed as of the dates indicated or will be for any future periods. The Pro Forma Financial Statements do not purport to project the future financial position or results of operations of Bally’s following the Acquisitions. The Pro Forma Financial Statements reflect transaction related adjustments management believes are necessary to present fairly Bally’s Pro Forma Balance Sheet and Statement of Operations assuming the Transactions (other than the Historical Acquisitions) had been consummated as of December 31, 2020 and January 1, 2020, respectively. The transaction related adjustments are based on currently available information and assumptions management believes are, under the circumstances and given the information available at this time, reasonable, and reflective of adjustments necessary to report Bally’s financial condition and results of operations as a result of the closing of the Transactions.

Note 2 — Preliminary Purchase Price Allocation

The expected acquisition of MontBleu will result in Bally's acquiring all of the outstanding equity securities of MontBleu for a purchase price of $15 million in cash, payable one year from the closing date, subject to customary post-closing adjustments pursuant to the terms of the Shreveport/MontBleu Agreement.

Bally’s has performed a preliminary valuation analysis of the fair market value of MontBleu’s assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the expected closing date (in thousands):


	Debit/(Credit)
Cash	$	2,494
Accounts receivable	1,370
Inventory	537
Prepaid expenses and other assets	1,271
Property and equipment	6,914
Right of use asset	57,807
Intangible assets	8,900
Other assets	8
Accounts payable	(661)
Accrued and other current liabilities	(2,263)
Lease obligations	(54,166)
Deferred income tax liabilities	(1,675)
Other long-term liabilities	(434)
Net assets acquired	20,102
Bargain purchase gain	(5,102)
Total purchase price	$	15,000

Under the acquisition method of accounting, the total purchase price is allocated to the acquired tangible and intangible assets and assumed liabilities of MontBleu based on its estimated fair value as of the closing date.

Casino KC and Casino Vicksburg

The acquisition of Casino KC and Casino Vicksburg, which closed on July 1, 2020, resulted in Bally's acquiring all of the outstanding equity securities of Casino KC and Casino Vicksburg for an aggregate purchase price of $229.9 million in cash, subject to certain customary post-closing adjustments. The Company acquired both the operations and real estate of Casino KC and Casino Vicksburg.

Bally’s has performed a preliminary valuation analysis of the fair market value of Casino KC and Casino Vicksburg's assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date (in thousands):


	Preliminary as of July 1, 2020
Cash	$	4,362
Accounts receivable	582
Inventory	164
Prepaid expenses and other assets	686
Property and equipment	60,865
Right of use asset	10,315
Intangible assets	138,160

Other assets	117
Goodwill	53,896
Accounts payable	(614)
Accrued and other current liabilities	(3,912)
Lease obligations	(34,452)

Other long-term liabilities	(306)
Total purchase price	$	229,863

Shreveport

The acquisition of Shreveport, which closed on December 23, 2020, resulted in Bally’s acquiring all of the outstanding equity securities of Shreveport for a purchase price of $137.2 million in cash, subject to certain customary post-closing adjustments. The Company acquired both the operations and real estate of Shreveport.

Bally’s has performed a preliminary valuation analysis of the fair market value of Shreveport's assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date (in thousands):


	Preliminary as of December 23, 2020
Cash	$	4,980
Accounts receivable	1,936
Inventory	495
Prepaid expenses and other assets	245
Property and equipment	125,822
Right of use asset	9,260
Intangible assets	58,140
Other assets	403
Accounts payable	(931)
Accrued and other current liabilities	(5,207)
Lease obligations	(14,540)
Deferred income tax liabilities	(11,457)
Other long-term liabilities	(680)
Net assets acquired	168,466
Bargain purchase gain	(31,276)
Total purchase price	$	137,190

Under the acquisition method of accounting, the fair value of the acquired tangible and intangible assets and assumed liabilities of Shreveport is estimated as of the closing date, with any excess fair value over the total purchase price recognized as a bargain purchase gain.

Note 3 — Pro forma adjustments

The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

(a) Represents the elimination of the Net parent investment at MontBleu and the initial allocation of purchase price to identified intangible assets, fair value adjustments and resulting bargain purchase gain as of December 31, 2020 as follows (in thousands):


Total consideration	$	15,000
Net parent investment	(38,248)
Write-down/(write-up) of assets:
Property and equipment, net	49,344
Right of use assets	(16,171)
Intangible assets	(4,533)
Historical goodwill	5
(Write-down)/write-up of liabilities:
Lease obligations	(12,174)
Deferred income taxes	1,675
Bargain purchase gain	$	(5,102)

(b) Represents the reclassification of balance sheet accounts of MontBleu to conform to the presentation used by Bally’s.

(c) Represents the total purchase price for MontBleu, which is due in cash on the one-year anniversary of the closing of the transaction.

(d) Represents the elimination of retained earnings of MontBleu of $38.2 million less a bargain purchase gain of $5.1 million recorded on the MontBleu acquisition as of December 31, 2020.

(e) Represents the reclassification of balances included in Gaming, racing, hotel, food and beverage, retail, entertainment and other and Marketing and promotions that Bally's includes in Advertising, general and administrative expenses.

(f) Represents the lease expense adjustment related to the change in right of use asset and lease liability for the Shreveport ground lease, the Casino KC Port City lease in place in Kansas City and the MontBleu lease.

(g) Represents the reclassification to Advertising general and administrative expenses of management fees paid to Caesars by the Acquired Companies and MontBleu of $2.6 million for the year ended December 31, 2020 which are not expected to recur. Also included within Advertising, general and administrative expenses for the Acquired Companies and MontBleu are corporate allocations of $2.2 million for the year ended December 31, 2020 which are not expected to recur.

(h) Included in Advertising, general and administrative expenses for the Acquired Companies and MontBleu were transaction costs of $1.0 million for the year ended December 31, 2020. Included in Acquisition, integration and restructuring expenses for Bally's were transaction costs of $5.0 million during the year ended December 31, 2020. These transaction costs are not expected to recur.

(i) Represents the amortization of intangible assets related to the Acquisitions over a three- to ten-year period as if the Acquisitions occurred on January 1, 2020. The estimated useful lives were determined based on a review of the time period over which economic benefit is estimated to be generated as well as additional factors. Factors considered include contractual life, the period over which a majority of cash flow is expected to be generated or management’s view based on historical experience with similar assets.

(j) Represents the depreciation adjustment of acquired “property and equipment” resulting from the fair value adjustment of these assets relating to the Acquisitions. Bally’s estimated that the fair value of property and equipment was less than MontBleu's book value by $49.3 million, greater than Shreveport's book value by $45.9 million and less than Casino KC and Casino's book value by $8.0 million. Therefore, depreciation expense decreased by $2.9 million on a combined basis for the year ended December 31, 2020 using the straight-line method of depreciation. The estimated remaining useful lives of acquired property and equipment range from 2 years to 40 years.

(k) Represents the reversal of interest expense on the intercompany loan on the books of Shreveport and Casino Vicksburg during the year ended December 31, 2020.

(l) Represents interest expense for borrowings that would have been needed to finance both the $230 million purchase price of Casino KC and Casino Vicksburg and the $137.2 million purchase price for Shreveport had the Historical Acquisitions closed on January 1, 2020. The adjustment to record interest expense assumes the additional debt was obtained on January 1, 2020 for both transactions and was outstanding the first three months of 2020 at which point the Company had financing in place to pay cash for Casino KC and Casino Vicksburg. The adjustment then assumes the additional debt of $137.2 million for Shreveport was outstanding through October 9, 2020, at which point the Company had financing in place to pay cash for Shreveport. The interest rate assumed for purposes of preparing this pro forma financial information is 4.43% for the three months ended March 31, 2020, and 3.5% for the period from April 2020 through October 9, 2020. This rate represents the Company's effective borrowing rate on its existing debt for each respective period. A 1/8 of a percentage point increase or decrease in the benchmark rate would result in a change in interest expense of approximately $0.2 million for the year ended December 31, 2020.

(m) Represents the non-recurring gain on bargain purchase recorded in connection with the acquisition of MontBleu. Bally's gain on bargain purchases of $63.9 million includes a non-recurring gain of $31.3 million in connection with the acquisition of Shreveport.

(n) Reflects the income tax effect of pro forma adjustments based on the estimated blended federal and state statutory tax rates of 92.67% for the year ended December 31, 2020.