Document
May 11, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
| | | | | | | | |
| Attn: | Babette Cooper |
| Jennifer Monick |
| | |
| RE: | Bally’s Corporation |
| | Form 10-K for the Fiscal Year Ended December 31, 2021 |
| | Filed March 1, 2022 |
| | File No. 001-38850 |
Dear Ms. Cooper and Ms. Monick:
Bally’s Corporation (“Bally’s”) submits this letter in response to the comment letter from the Staff of the U.S. Securities and Exchange Commission, dated May 4, 2022 (the “Comment Letter”), in regard to Bally’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed on March 1, 2022.
Below is Bally’s response. For convenience, the italicized numbered question set forth below corresponds to the comment contained in the Comment Letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Adjusted EBITDA by Segment, page 47
1.We note your adjustment for Other, net to arrive at Adjusted EBITDA for all periods presented. We further note your footnotes describing the six to eight different items that make up this adjustment. Please tell us the amounts of each of these six to eight items. To the extent you believe any of these individual items are quantitatively significant, please consider separately quantifying such items in future filings. This comment also applies to your earnings release.
Response: In response to the Staff’s comment, Bally’s notes that the amounts under Other, net are as follows:
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Real Estate & Construction
May 11, 2022
Page 2
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2021 (in thousands) | Casinos & Resorts | | North America Interactive | | International Interactive | | Other | | Total |
| Post-combination expense related to the acceleration and cash settlement of unvested historical Gamesys’ employee stock awards | $ | — | | | $ | — | | | $ | — | | | $ | 10,274 | | | $ | 10,274 | |
| Goodwill and asset impairments | 4,675 | | | — | | | — | | | — | | | 4,675 | |
| Deal-related, rebranding, expansion and pre-opening expenses | 2,702 | | | — | | | 1,470 | | | 5,245 | | | 9,417 | |
| Employee Retention Credits related to COVID-19 | (69) | | | — | | | — | | | — | | | (69) | |
| Credit Agreement amendment related expenses | — | | | — | | | — | | | 755 | | | 755 | |
| Costs related to pursuing sports betting, iGaming and lottery access in various jurisdictions | — | | | 12,500 | | | — | | | 6,227 | | | 18,727 | |
| Non-routine legal expenses | 29 | | | — | | | — | | | 374 | | | 403 | |
| Storm related losses, net of insurance recoveries | (19,313) | | | — | | | — | | | — | | | (19,313) | |
| Other | 2,089 | | | — | | | — | | | 519 | | | 2,608 | |
| Total Other, net | $ | (9,887) | | | $ | 12,500 | | | $ | 1,470 | | | $ | 23,394 | | | $ | 27,477 | |
| | | | | | | | | | | | | | | | | |
Year Ended December 31, 2020 (in thousands) | Casinos & Resorts | | Other | | Total |
| | | | | |
| Goodwill and asset impairments | $ | 8,659 | | | $ | — | | | $ | 8,659 | |
| Deal-related, rebranding, expansion and pre-opening expenses | 921 | | | 792 | | | 1,713 | |
| Employee Retention Credits related to COVID-19 | (3,890) | | | (38) | | | (3,928) | |
| Credit Agreement amendment related expenses | — | | | 810 | | | 810 | |
| Costs related to pursuing sports betting, iGaming and lottery access in various jurisdictions | — | | | 1,474 | | | 1,474 | |
| Non-routine legal expenses | 157 | | | (3,085) | | | (2,928) | |
| Storm related losses, net of insurance recoveries | 14,095 | | | — | | | 14,095 | |
| Other | — | | | 88 | | | 88 | |
| Total Other, net | $ | 19,942 | | | $ | 41 | | | $ | 19,983 | |
| | | | | | | | | | | | | | | | | |
Year Ended December 31, 2019 (in thousands) | Casinos & Resorts | | Other | | Total |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Credit Agreement amendment related expenses | $ | 1,038 | | | $ | 1,877 | | | $ | 2,915 | |
| | | | | |
| Non-routine legal expenses | 375 | | | 4,403 | | | 4,778 | |
| Storm related losses, net of insurance recoveries | (1,181) | | | — | | | (1,181) | |
| Other | (367) | | | — | | | (367) | |
| Total Other, net | $ | (135) | | | $ | 6,280 | | | $ | 6,145 | |
To the extent that Bally’s believes that any individual items included in Other, net are quantitatively significant in the future, Bally’s will consider separately quantifying such items in future filings.
* * * * * * * *
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Real Estate & Construction
May 11, 2022
Page 3
If you have any questions regarding the foregoing, please do not hesitate to contact me at (401) 475-8476.
| | |
| Very truly yours, |
| /s/ Robert Lavan |
| Robert Lavan |
| Executive Vice President & Chief Financial Officer |