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Published: 2023-11-09 00:00:00 ET

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-37754

RED ROCK RESORTS, INC.

(Exact name of registrant as specified in its charter)


Delaware			47-5081182
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1505 South Pavilion Center Drive, Las Vegas, Nevada

(Address of principal executive offices)

89135

(Zip Code)

(702) 495-3000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $.01 par value	RRR	NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at November 3, 2023
Class A Common Stock, $0.01 par value						58,398,749
Class B Common Stock, $0.00001 par value						45,985,804

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RED ROCK RESORTS, INC.

INDEX


Part I.	Financial Information
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets — September 30, 2023 (unaudited) and December 31, 2022	3
	Condensed Consolidated Statements of Income — Three and nine months ended September 30, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity — Three and nine months ended September 30, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows — Nine months ended September 30, 2023 and 2022 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

Part II.	Other Information
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	31
Signature		32

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)


	September 30, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	122,835	$	117,289
Receivables, net	76,992		43,630
Inventories	13,638		13,199
Prepaid gaming tax	24,661		22,834
Prepaid expenses and other current assets	32,639		24,043
Assets held for sale	19,175		—
Total current assets	289,940		220,995
Property and equipment, net of accumulated depreciation of $1,254,408 and $1,168,984 at September 30, 2023 and December 31, 2022, respectively	2,631,585		2,195,017
Goodwill	195,676		195,676
Intangible assets, net of accumulated amortization of $19,399 and $18,215 at September 30, 2023 and December 31, 2022, respectively	83,201		84,385
Land held for development	451,125		449,017
Native American development costs	45,108		41,687
Deferred tax asset, net	77,015		75,741
Other assets, net	87,789		83,232
Total assets	$	3,861,439	$	3,345,750
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	13,441	$	11,381
Accrued interest payable	13,405		14,460
Income tax payable	7,621		—
Other accrued liabilities	300,932		234,718
Current portion of payable pursuant to tax receivable agreement	995		6,631
Current portion of long-term debt	26,091		26,059
Total current liabilities	362,485		293,249
Long-term debt, less current portion	3,279,541		2,958,717
Other long-term liabilities	40,826		39,581
Payable pursuant to tax receivable agreement, less current portion	20,964		21,960
Total liabilities	3,703,816		3,313,507
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, par value $0.01 per share, 100,000,000 shares authorized; none issued and outstanding	—		—
Class A common stock, par value $0.01 per share, 500,000,000 shares authorized; 58,398,749 and 58,012,937 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	584		580
Class B common stock, par value $0.00001 per share, 100,000,000 shares authorized; 45,985,804 shares issued and outstanding at September 30, 2023 and December 31, 2022	1		1
Additional paid-in capital	3,464		—
Retained earnings	119,261		43,203
Total Red Rock Resorts, Inc. stockholders’ equity	123,310		43,784
Noncontrolling interest (deficit)	34,313		(11,541)
Total stockholders’ equity	157,623		32,243
Total liabilities and stockholders’ equity	$	3,861,439	$	3,345,750

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating revenues:
Casino	$	272,747	$	282,386	$	830,494	$	842,793
Food and beverage	72,778		69,799		228,548		209,254
Room	42,036		39,062		130,867		120,117
Other	24,045		23,192		71,463		66,152
Net revenues	411,606		414,439		1,261,372		1,238,316
Operating costs and expenses:
Casino	70,753		69,697		212,047		208,309
Food and beverage	57,741		55,309		178,736		166,371
Room	13,348		13,031		40,428		38,806
Other	7,759		8,455		24,465		23,617
Selling, general and administrative	91,850		91,570		277,835		268,059
Depreciation and amortization	32,535		30,789		96,368		97,311
Write-downs and other, net	15,083		3,862		44,768		16,087
Asset impairment	—		1,026		—		80,018
	289,069		273,739		874,647		898,578
Operating income	122,537		140,700		386,725		339,738
Earnings from joint ventures	640		822		2,293		2,678
Operating income and earnings from joint ventures	123,177		141,522		389,018		342,416
Other expense:
Interest expense, net	(45,502)		(34,287)		(132,298)		(89,709)
Income before income tax	77,675		107,235		256,720		252,707
Provision for income tax	(9,252)		(11,783)		(27,860)		(32,572)
Net income	68,423		95,452		228,860		220,135
Less: net income attributable to noncontrolling interests	32,907		45,844		109,155		106,433
Net income attributable to Red Rock Resorts, Inc.	$	35,516	$	49,608	$	119,705	$	113,702

Earnings per common share (Note 10):
Earnings per share of Class A common stock, basic	$	0.61	$	0.86	$	2.07	$	1.91
Earnings per share of Class A common stock, diluted	$	0.60	$	0.83	$	1.99	$	1.87
Weighted-average common shares outstanding:
Basic	57,961		57,889		57,815		59,458
Diluted	103,206		103,012		103,243		61,723

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(amounts in thousands)

(unaudited)


	Red Rock Resorts, Inc. Stockholders’ Equity
	Common stock						Additional paid-in capital		Retained earnings				Noncontrolling interest	Total stockholders’ equity
	Class A			Class B
	Shares	Amount		Shares	Amount
Balances, June 30, 2023	58,391	$	584	45,986	$	1	$	1,104	$	98,298	$	20,720		$	120,707
Net income	—	—		—	—		—		35,516		32,907			68,423
Share-based compensation	—	—		—	—		4,497		—		—			4,497
Distributions	—	—		—	—		—		—		(20,886)			(20,886)
Dividends	—	—		—	—		—		(14,553)		—			(14,553)
Stock option exercises and issuance of restricted stock, net	8	—		—	—		—		—		—			—
Withholding tax on share-based compensation	—	—		—	—		(565)		—		—			(565)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—	—		—	—		(1,572)		—		1,572			—
Balances, September 30, 2023	58,399	$	584	45,986	$	1	$	3,464	$	119,261	$	34,313		$	157,623


	Red Rock Resorts, Inc. Stockholders’ Equity
	Common stock						Additional paid-in capital		Retained earnings		Noncontrolling interest (deficit)			Total stockholders’ equity (deficit)
	Class A			Class B
	Shares	Amount		Shares	Amount
Balances, June 30, 2022	58,445	$	584	45,986	$	1	$	—	$	13,144		$	(41,478)		$	(27,749)
Net income	—	—		—	—		—		49,608			45,844			95,452

Share-based compensation	—	—		—	—		4,737		—			—			4,737
Distributions	—	—		—	—		—		—			(30,352)			(30,352)
Dividends	—	—		—	—		—		(14,437)			—			(14,437)
Stock option exercises and issuance of restricted stock, net	27	1		—	—		(1)		—			—			—
Withholding tax on share-based compensation	—	—		—	—		(549)		—			—			(549)
Repurchases of Class A common stock	(496)	(5)		—	—		(2,523)		(16,472)			—			(19,000)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—	—		—	—		(1,664)		—			1,664			—
Balances, September 30, 2022	57,976	$	580	45,986	$	1	$	—	$	31,843		$	(24,322)		$	8,102

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(amounts in thousands)

(unaudited)


	Red Rock Resorts, Inc. Stockholders’ Equity
	Common stock						Additional paid-in capital		Retained earnings				Noncontrolling interest (deficit)	Total stockholders’ equity
	Class A			Class B
	Shares	Amount		Shares	Amount
Balances, December 31, 2022	58,013	$	580	45,986	$	1	$	—	$	43,203	$	(11,541)		$	32,243
Net income	—	—		—	—		—		119,705		109,155			228,860
Share-based compensation	—	—		—	—		14,814		—		—			14,814
Distributions	—	—		—	—		—		—		(65,189)			(65,189)
Dividends	—	—		—	—		—		(43,647)		—			(43,647)
Stock option exercises and issuance of restricted stock, net	415	4		—	—		(4)		—		—			—
Withholding tax on share-based compensation	(29)	—		—	—		(9,458)		—		—			(9,458)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—	—		—	—		(1,888)		—		1,888			—
Balances, September 30, 2023	58,399	$	584	45,986	$	1	$	3,464	$	119,261	$	34,313		$	157,623


	Red Rock Resorts, Inc. Stockholders’ Equity
	Common stock						Additional paid-in capital		Retained earnings		Noncontrolling interest (deficit)		Total stockholders’ equity
	Class A			Class B
	Shares	Amount		Shares	Amount
Balances, December 31, 2021	61,427	$	614	45,986	$	1	$	55,028	$	3,851	$	(9,461)	$	50,033
Net income	—	—		—	—		—		113,702		106,433		220,135

Share-based compensation	—	—		—	—		12,980		—		—		12,980
Distributions	—	—		—	—		—		—		(85,283)		(85,283)
Dividends	—	—		—	—		—		(44,363)		—		(44,363)
Stock option exercises and issuance of restricted stock, net	308	3		—	—		(3)		—		—		—
Withholding tax on share-based compensation	(41)	—		—	—		(3,893)		—		—		(3,893)
Repurchases of Class A common stock	(3,718)	(37)		—	—		(100,123)		(41,347)		—		(141,507)


Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—	—		—	—		36,011		—		(36,011)		—
Balances, September 30, 2022	57,976	$	580	45,986	$	1	$	—	$	31,843	$	(24,322)	$	8,102

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net income	$	228,860	$	220,135
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	96,368		97,311
Write-downs and other, net	171		(6,259)
Asset impairment	—		80,018
Amortization of debt discount and debt issuance costs	7,165		7,240
Share-based compensation	14,515		12,799
Deferred income tax	(1,274)		3,345
Changes in assets and liabilities:
Receivables, net	(33,362)		1,699
Inventories and prepaid expenses	(10,344)		(13,606)
Accounts payable	1,551		(3,521)
Accrued interest payable	(1,055)		(2,251)
Income tax payable	7,948		2,275
Other accrued liabilities	23,494		18,384
Other, net	1,364		(118)
Net cash provided by operating activities	335,401		417,451
Cash flows from investing activities:
Capital expenditures, net of related payables	(512,518)		(198,567)
Proceeds from asset sales	380		2,706
Acquisition of land held for development	(2,108)		(174,079)
Native American development costs	(2,875)		(6,154)
Other, net	(3,416)		6,227
Net cash used in investing activities	(520,537)		(369,867)

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RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(amounts in thousands)

(unaudited)


	Nine Months Ended September 30,
	2023		2022
Cash flows from financing activities:
Borrowings under credit agreements with original maturity dates greater than three months	370,500		74,500
Payments under credit agreements with original maturity dates greater than three months	(53,584)		(53,584)
Distributions to noncontrolling interests	(65,189)		(85,283)
Repurchases of Class A common stock	—		(141,507)
Withholding tax on share-based compensation	(9,458)		(3,893)
Dividends paid	(44,027)		(44,723)
Payments on tax receivable agreement liability	(6,632)		—
Other, net	(928)		747
Net cash provided by (used in) financing activities	190,682		(253,743)
Increase (decrease) in cash and cash equivalents	5,546		(206,159)
Balance, beginning of period	117,289		307,255
Balance, end of period	$	122,835	$	101,096
Supplemental cash flow disclosures:
Cash paid for interest, net of $21,670 and $2,813 capitalized, respectively	$	126,344	$	84,736
Cash paid for income taxes	$	21,100	$	25,155
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	127,155	$	76,117

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization, Basis of Presentation and Significant Accounting Policies

Organization

Red Rock Resorts, Inc. (“Red Rock,” or the “Company”) was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates six major gaming and entertainment facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. In the first quarter of 2022, the Company commenced construction of Durango Casino & Resort (“Durango”) in the southwest Las Vegas valley. Durango is expected to open in December 2023.

The Company owns all of the outstanding voting interests in Station LLC and has an indirect equity interest in Station LLC through its ownership of limited liability interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At September 30, 2023, the Company held 58% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and is designated as the sole managing member of both Station Holdco and Station LLC. The Company controls and operates all of the business and affairs of Station Holdco and Station LLC, and conducts all of its operations through these entities.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods have been made, and such adjustments were of a normal recurring nature. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation.

Principles of Consolidation

Station Holdco and Station LLC are variable interest entities, of which the Company is the primary beneficiary. Accordingly, the Company consolidates the financial position and results of operations of Station LLC and its consolidated subsidiaries and Station Holdco, and presents the interest in Station Holdco not owned by Red Rock within noncontrolling interest in the condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated.

The Company has investments in three 50% owned smaller casino properties which are joint ventures accounted for using the equity method.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported and disclosed. Actual results could differ from those estimates.

Significant Accounting Policies

A description of the Company’s significant accounting policies is included in the audited financial statements within its Annual Report on Form 10-K for the year ended December 31, 2022.

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Recently Adopted Accounting Standards

In March 2020 and December 2022, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) and ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848, respectively. The ASUs were intended to ease the potential accounting and financial reporting burden of reference rate reform, including the expected market transition from London Interbank Offered Rate (“LIBOR”). ASU 2020-04 provides an optional expedient and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2022-06 extended the sunset date of Topic 848 to December 31, 2024 from December 31, 2022. The interest rates associated with the Company’s previous borrowings under its Credit Facility (as defined in Note 6) were tied to LIBOR. The Company adopted ASU 2020-04 upon the amendment of its Credit Facility on June 6, 2023, and effective July 1, 2023, the LIBOR rate was replaced with the Term Secured Overnight Financing Rate (“Term SOFR”) (see Note 6). The Company elected to apply the optional expedient for contract modifications to the Credit Facility amendment and accordingly, will treat the interest rate replacement as a non-substantial modification. The adoption of ASU 2020-04 did not have a material impact on the Company’s financial condition or results of operations.

2. Noncontrolling Interest in Station Holdco

As discussed in Note 1, Red Rock holds a controlling interest in and consolidates the financial position and results of operations of Station LLC and its subsidiaries and Station Holdco. The interests in Station Holdco not owned by Red Rock are presented within noncontrolling interest in the condensed consolidated financial statements. Entities controlled by Frank J. Fertitta III, the Company’s Chairman of the Board and Chief Executive Officer, and Lorenzo J. Fertitta, the Company’s Vice Chairman of the Board and a vice president of the Company (the “Fertitta Family Entities”), hold 99% of the noncontrolling interest.

The ownership of the LLC Units is summarized as follows:


	September 30, 2023			December 31, 2022
	Units	Ownership %		Units	Ownership %
Red Rock	62,526,996	57.6	%	62,113,911	57.5	%
Noncontrolling interest holders	45,985,804	42.4	%	45,985,804	42.5	%
Total	108,512,800	100.0	%	108,099,715	100.0	%

The Company uses monthly weighted-average LLC Unit ownership to calculate the pretax income or loss and other comprehensive income or loss of Station Holdco attributable to Red Rock and the noncontrolling interest holders. Station Holdco equity attributable to Red Rock and the noncontrolling interest holders is rebalanced, as needed, to reflect LLC Unit ownership at period end. For the nine months ended September 30, 2022, rebalancing was primarily due to repurchases of Class A common stock.

3. Asset Impairment

The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company’s long-lived asset impairment tests are performed at the reporting unit level, and each of its operating properties is considered a separate reporting unit.

In June 2022, the Company permanently closed its Texas Station, Fiesta Henderson and Fiesta Rancho properties, which had been closed since March 2020 as a result of the COVID-19 pandemic. In addition, the Company permanently closed Wild Wild West in September 2022. The Company’s decision in June 2022 to permanently close three of its properties was an indicator of impairment. As a result, the Company tested each of these reporting units for impairment as of June 30, 2022 and recorded asset impairment charges totaling $79.0 million, primarily representing the write-off of the facilities to be demolished. The Company also recognized an asset impairment charge of $1.0 million as a result of the permanent closure of Wild Wild West in September 2022. The recoverability of the carrying amounts of the remaining assets, primarily land, was evaluated based on market prices for similar assets, which are considered Level 2 inputs under the fair value measurement hierarchy. There was no goodwill associated with the properties.

There were no asset impairment charges during the three and nine months ended September 30, 2023. The Texas Station and Fiesta Rancho parcels are expected to be sold within the next twelve months and were classified as held for sale at September 30, 2023.

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

4. Native American Development

The Company has development and management agreements with the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Native American tribe located near Fresno, California, which were originally entered into in 2003. In August 2014, the Mono and the Company entered into the Second Amended and Restated Development Agreement (the “Development Agreement”) and the Second Amended and Restated Management Agreement. The Mono has submitted a proposed Third Amended and Restated Management Agreement and a proposed Third Amended and Restated Development Agreement to the National Indian Gaming Commission (“NIGC”). Pursuant to the Development Agreement, the Company has assisted the Mono in developing a gaming and entertainment facility (the “North Fork Project”) to be located in Madera County, California and, pursuant to the proposed management and development agreements, the Company proposes to continue to assist the Mono in developing and to assist the Mono in operating the North Fork Project. The Company purchased a 305-acre parcel of land adjacent to Highway 99 north of the city of Madera (the “North Fork Site”), which was taken into trust for the benefit of the Mono by the Department of the Interior (“DOI”) in February 2013.

As currently contemplated, the North Fork Project is expected to include approximately 2,000 Class III slot machines, approximately 40 table games and several restaurants, and future development costs of the project are expected to be between $375 million and $425 million. The following table summarizes the Company’s evaluation at September 30, 2023 of each of the critical milestones that it has identified as necessary to complete the North Fork Project. As of September 30, 2023, each of these critical milestones has substantially been resolved, except for approval of the Management Agreement by the Chair of the NIGC.

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The following table summarizes the Company’s evaluation at September 30, 2023 of each of the critical milestones necessary to complete the North Fork Project.


Federally recognized as an Indian tribe by the Bureau of Indian Affairs (“BIA”)			Yes
Date of recognition			Federal recognition was terminated in 1966 and restored in 1983.
Tribe has possession of or access to usable land upon which the project is to be built			The DOI accepted approximately 305 acres of land for the project into trust for the benefit of the Mono in February 2013.
Status of obtaining regulatory and governmental approvals:
Tribal-state compact			A compact was negotiated and signed by the Governor of California and the Mono in August 2012. The California State Assembly and Senate passed Assembly Bill 277 (“AB 277”) which ratified the Compact in May 2013 and June 2013, respectively. Opponents of the North Fork Project qualified a referendum, “Proposition 48,” for a state-wide ballot challenging the legislature’s ratification of the Compact. In November 2014, Proposition 48 failed. The State took the position that the failure of Proposition 48 nullified the ratification of the Compact and, therefore, the Compact did not take effect under California law. In March 2015, the Mono filed suit against the State to obtain a compact with the State or procedures from the Secretary of the Interior under which Class III gaming may be conducted on the North Fork Site. In July 2016, the DOI issued Secretarial procedures (the “Secretarial Procedures”) pursuant to which the Mono may conduct Class III gaming on the North Fork Site.
Approval of gaming compact by DOI			The Compact was submitted to the DOI in July 2013. In October 2013, notice of the Compact taking effect was published in the Federal Register. The Secretarial Procedures supersede and replace the Compact.
Record of decision regarding environmental impact published by BIA			In November 2012, the record of decision for the Environmental Impact Statement for the North Fork Project was issued by the BIA. In December 2012, the Notice of Intent to take land into trust was published in the Federal Register.
BIA accepting usable land into trust on behalf of the tribe			The North Fork Site was accepted into trust in February 2013.
Approval of management agreement by NIGC			In December 2015, the Mono submitted a Second Amended and Restated Management Agreement, and certain related documents, to the NIGC. In July 2016, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Second Amended and Restated Management Agreement. In March 2018, the Mono submitted the Management Agreement and certain related documents to the NIGC. In June 2018, the Mono received a deficiency letter from the NIGC seeking additional information concerning the Management Agreement. In April 2021, the Mono received an issues letter from the NIGC identifying issues to be addressed prior to approval of the Management Agreement. In September 2022, the Mono received an additional issues letter from the NIGC identifying remaining issues to be addressed prior to approval of the Management Agreement. Approval of the Management Agreement by the NIGC is expected to occur following the Mono’s response to the most recent issues letter. The Company believes the Management Agreement will be approved because the terms and conditions thereof are consistent with the provisions of the Indian Gaming Regulatory Act (“IGRA”).
Gaming licenses:
Type			The North Fork Project will include the operation of Class II and Class III gaming, which are allowed pursuant to the terms of the Secretarial Procedures and IGRA, following approval of the Management Agreement by the NIGC.
Number of gaming devices allowed			The Secretarial Procedures allow for the operation of a maximum of 2,000 Class III slot machines at the facility during the first two years of operation and thereafter up to 2,500 Class III slot machines. There is no limit on the number of Class II gaming devices that the Mono can offer.
Agreements with local authorities			The Mono has entered into memoranda of understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies. The memoranda of understanding have all been amended to restructure the timing of certain payments due to delays in the development of the North Fork Project.

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

In addition to the critical milestones, there is a remaining unresolved legal matter related to the North Fork Project.

In March 2016, Picayune Rancheria of Chukchansi Indians (“Picayune”) filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against Governor Edmund G. Brown, Jr., alleging that the referendum that invalidated the Compact also invalidated Governor Brown’s concurrence with the Secretary of the Interior’s determination that gaming on the North Fork Site would be in the best interest of the Mono and not detrimental to the surrounding community. The complaint seeks to vacate and set aside the Governor’s concurrence and was stayed from December 2016 to September 2021, when the Supreme Court of California denied the Mono’s and the State of California’s petition for review in Stand Up for California! v. Brown. As a result of the denial, litigation of this matter has resumed and a first amended complaint was filed by Picayune in December 2022. Each of the State of California and the Mono filed demurrers challenging the first amended complaint; in July 2023, the State of California’s demurrer was granted and the Mono’s demurrer was denied. The Mono has answered the first amended complaint and filed a motion for summary judgment.

Under the terms of the Development Agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility, and has contributed significant financial support to the North Fork Project. Through September 30, 2023, the Company has paid approximately $60.2 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, purchase the North Fork Site and pay the costs of litigation. The repayment of the advances is expected to come from the proceeds of the North Fork Project’s financing, from cash flows from the North Fork Project’s operations, or from a combination of both. In accordance with the Company’s accounting policy, accrued interest on the advances will not be recognized in income until the carrying amount of the advances has been recovered. The carrying amount of the reimbursable advances was reduced by $15.1 million to fair value upon the Company’s adoption of fresh-start reporting in 2011. At September 30, 2023, the carrying amount of the advances was $45.1 million.

In addition to the reimbursable advances, the Company expects to receive a development fee of 4% of the costs of construction for its development services, which will be paid upon the commencement of gaming operations at the facility. The proposed management agreement provides for the Company to receive a management fee of 30% of the North Fork Project’s net income. The repayment of all or a portion of the reimbursable advances is anticipated to be subordinated to the Mono’s debt service obligations under the North Fork Project’s financing. The proposed management agreement and the proposed development agreement have a term of seven years from the opening of the North Fork Project. The proposed management agreement includes termination provisions whereby either party may terminate the agreement for cause, and may also be terminated at any time upon agreement of the parties. There is no provision in the proposed management agreement allowing the tribe to buy-out the agreement prior to its expiration. The proposed management agreement provides that the Company will train the Mono tribal members such that they may assume responsibility for managing the North Fork Project upon the expiration of the agreement.

The Company expects that, upon termination or expiration of the proposed development agreement, the Mono will continue to be obligated to repay any unpaid principal and interest on the advances from the Company. Amounts due to the Company under the Development Agreement and Management Agreement are secured by, and amounts due to the Company under the proposed management agreement are intended to be secured by, substantially all of the assets of the North Fork Project except the North Fork Site. In addition, the Development Agreement contains, and the proposed development and management agreements are anticipated to contain, waivers of the Mono’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

The timing of both the North Fork Project and of the repayment of the reimbursable advances is difficult to predict and is contingent on the achievement of the critical milestones, the financing of the North Fork Project, and the cash flows from the North Fork Project. The Company currently estimates that construction of the North Fork Project may begin in the next six months and estimates that the North Fork Project would be completed and opened for business approximately 15 to 18 months after construction begins. The Company expects to assist the Mono in obtaining financing for the North Fork Project once all necessary critical milestones have been achieved and prior to commencement of construction.

The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that the likelihood of successful completion is in the range of 75% to 85% at September 30, 2023. The Company’s evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of any remaining critical milestones, the arrangement of financing for the North Fork Project and the status of any remaining litigation and contingencies. There can be no assurance that all the necessary governmental and regulatory approvals will be obtained, that financing will be obtained, that the financing and/or the cash flows from the North Fork Project will be sufficient to repay the advances, that the North Fork Project will be successfully completed or that future

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

events and circumstances will not change the Company’s estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.

5. Other Accrued Liabilities

Other accrued liabilities consisted of the following (amounts in thousands):


	September 30, 2023		December 31, 2022
Contract and customer-related liabilities:
Rewards Program liability	$	11,348	$	11,620
Advance deposits and future wagers	23,360		18,346
Unpaid wagers, outstanding chips and other customer-related liabilities	20,839		20,508
Other accrued liabilities:
Accrued payroll and related	45,650		36,607
Accrued gaming and related	24,664		22,513
Construction payables and equipment purchase accruals	137,434		94,291
Operating lease liabilities, current portion	5,945		4,800
Other	31,692		26,033
	$	300,932	$	234,718

Construction payables and equipment purchase accruals at September 30, 2023 and December 31, 2022 included $128.3 million and $67.3 million, respectively, related to the development of Durango.

6. Long-term Debt

Long-term debt consisted of the following indebtedness of Station LLC (amounts in thousands):


	September 30, 2023		December 31, 2022
Term Loan B Facility due February 7, 2027, interest at a margin above SOFR or base rate (7.67%) at September 30, 2023, interest at margin above LIBOR or base rate (6.64%) at December 31, 2022, net of unamortized discount and deferred issuance costs of $17.0 million and $20.4 million at September 30, 2023 and December 31, 2022, respectively	$	1,444,740	$	1,452,926
Term Loan A Facility due February 7, 2025, interest at a margin above SOFR or base rate (6.92%) at September 30, 2023, interest at a margin above LIBOR or base rate (5.89%) at December 31, 2022, net of unamortized discount and deferred issuance costs of $0.7 million and $1.1 million at September 30, 2023 and December 31, 2022, respectively	155,190		161,898
Revolving Credit Facility due February 7, 2025, interest at a margin above SOFR or base rate (6.92%) at September 30, 2023 and interest at a margin above LIBOR or base rate (5.89%) at December 31, 2022	485,000		149,500
4.625% Senior Notes due December 1, 2031, net of unamortized deferred issuance costs of $5.1 million and $5.5 million at September 30, 2023 and December 31, 2022, respectively	494,877		494,499
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $4.9 million and $5.6 million at September 30, 2023 and December 31, 2022, respectively	685,874		685,126
Other long-term debt, weighted-average interest of 3.88% at September 30, 2023 and December 31, 2022, net of unamortized discount and deferred issuance costs of $0.2 million at September 30, 2023 and December 31, 2022	39,951		40,827
Total long-term debt	3,305,632		2,984,776
Current portion of long-term debt	(26,091)		(26,059)
Total long-term debt, net	$	3,279,541	$	2,958,717

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Credit Facility

Station LLC’s credit facility consists of the Term Loan B Facility, the Term Loan A Facility and the Revolving Credit Facility (collectively, the “Credit Facility”). Prior to the amendment of the Credit Facility described below, the Term Loan B Facility bore interest at a rate per annum, at Station LLC’s option, equal to either LIBOR plus 2.25% or base rate plus 1.25%, and the Term Loan A Facility and Revolving Credit Facility bore interest at a rate per annum, at Station LLC’s option, equal to either LIBOR plus an amount ranging from 1.50% to 1.75% or base rate plus an amount ranging from 0.50% to 0.75%, depending on Station LLC’s consolidated total leverage ratio. The Credit Facility contains a number of customary covenants, including requirements that Station LLC maintain throughout the term of the Credit Facility and measured as of the end of each quarter, an interest coverage ratio of not less than 2.50 to 1.00 and a maximum consolidated total leverage ratio, with step-downs over the term of the Credit Facility, ranging from 5.50 to 1.00 at September 30, 2023 to 5.25 to 1.00 at December 31, 2023 and thereafter. A breach of the financial ratio covenants shall only become an event of default under the Term Loan B Facility if the lenders within the Term Loan A Facility and the Revolving Credit Facility take certain affirmative actions after the occurrence of a breach of such financial ratio covenants. Management believes the Company was in compliance with all applicable covenants at September 30, 2023.

On June 6, 2023 the Company entered into the Seventh Amendment to the Credit Agreement for its Credit Facility to replace customary LIBOR language, including, but not limited to, the use of rates based on Term SOFR (“SOFR”). Effective July 1, 2023, the Term Loan B Facility bears interest at a rate per annum, at Station LLC’s option, equal to either SOFR plus 2.25% or base rate plus 1.25% and the Term Loan A Facility and Revolving Credit Facility bear interest at a rate per annum, at Station LLC’s option, equal to either SOFR plus an amount ranging from 1.50% to 1.75% or base rate plus an amount ranging from 0.50% to 0.75%, depending on Station LLC’s consolidated total leverage ratio. No other material terms of the Credit Facility were amended.

Revolving Credit Facility

At September 30, 2023, Station LLC’s borrowing availability under the Revolving Credit Facility, subject to continued compliance with the terms of the Credit Facility, was $512.5 million, which was net of $485.0 million in outstanding borrowings and $33.5 million in outstanding letters of credit and similar obligations.

Fair Value of Long-term Debt

The estimated fair value of Station LLC’s long-term debt compared with its carrying amount is presented below (amounts in millions):


	September 30, 2023		December 31, 2022
Aggregate fair value	$	3,164	$	2,796
Aggregate carrying amount	3,306		2,985

The estimated fair value of Station LLC’s long-term debt is based on quoted market prices from various banks for similar instruments, which is considered a Level 2 input under the fair value measurement hierarchy.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

7. Stockholders’ Equity

Net Income Attributable to Red Rock Resorts, Inc. and Transfers (to) from Noncontrolling Interests

The table below presents the effect on Red Rock Resorts, Inc. stockholders’ equity from net income and transfers (to) from noncontrolling interests (amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income attributable to Red Rock Resorts, Inc.	$	35,516	$	49,608	$	119,705	$	113,702
Transfers (to) from noncontrolling interests:
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	(1,572)		(1,664)		(1,888)		36,011
Net transfers (to) from noncontrolling interests	(1,572)		(1,664)		(1,888)		36,011
Change from net income attributable to Red Rock Resorts, Inc. and net transfers (to) from noncontrolling interests	$	33,944	$	47,944	$	117,817	$	149,713

Dividends and Distributions

During the three and nine months ended September 30, 2023 and 2022, the Company declared and paid cash dividends of $0.25 and $0.75 per share of Class A common stock, respectively, which included $2.1 million and $6.4 million, respectively, paid to Fertitta Family Entities.

During the three and nine months ended September 30, 2023, Station Holdco paid distributions to noncontrolling interest holders of $20.9 million and $65.2 million, respectively, which included $20.6 million and $64.3 million, respectively, paid to Fertitta Family Entities. During the three and nine months ended September 30, 2022, Station Holdco paid distributions to noncontrolling interest holders of $30.4 million and $85.3 million, respectively, which included $30.0 million and $84.2 million, respectively, paid to Fertitta Family Entities.

On November 7, 2023, the Company announced that it would pay a dividend of $0.25 per share to Class A shareholders of record as of December 15, 2023 to be paid on December 29, 2023. Prior to the payment of the dividend, Station Holdco will make a cash distribution to all LLC Unit holders, including the Company, of $0.25 per LLC Unit, a portion of which will be paid to the other unit holders of Station Holdco.

Equity Repurchase Program

The Company’s board of directors has authorized $600 million for repurchases of Class A common stock under the Company’s equity repurchase program through June 30, 2024. The Company made no repurchases during the three and nine months ended September 30, 2023 under the program. At September 30, 2023, the remaining amount authorized for repurchases under the program was $312.9 million. During the three and nine months ended September 30, 2022, the Company repurchased 0.5 million and 3.7 million shares, respectively, of its Class A common stock for an aggregate purchase price of $19.0 million and $141.5 million, respectively, and a weighted average price per share of $38.33 and $38.06, respectively, in open market transactions.

8. Share-based Compensation

The Company maintains an equity incentive plan designed to attract, retain and motivate employees and align the interests of those individuals with the interests of the Company. A total of 23.7 million shares of Class A common stock are reserved for issuance under the plan, of which approximately 11.6 million shares were available for issuance at September 30, 2023.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The following table presents information about the Company’s share-based compensation awards:


	Restricted Class A Common Stock			Stock Options
	Shares	Weighted-average grant date fair value		Shares	Weighted-average exercise price
Outstanding at January 1, 2023	449,151	$	37.51	7,364,157	$	28.52
Activity during the period:
Granted	129,960	47.05		1,202,242	47.05
Vested/exercised (a)	(117,215)	29.48		(983,933)	22.95
Forfeited/expired	(39,036)	41.53		(253,441)	38.47
Outstanding at September 30, 2023	422,860	$	42.29	7,329,025	$	31.96

_______________________________________________________________

(a)Stock options exercised included 660,211 options that were not converted into shares due to net share settlements to cover the aggregate exercise price and employee withholding taxes.

The Company recognized share-based compensation expense of $4.4 million and $14.5 million for the three and nine months ended September 30, 2023, respectively, and $4.7 million and $12.8 million for the three and nine months ended September 30, 2022, respectively. At September 30, 2023, unrecognized share-based compensation cost was $51.8 million, which is expected to be recognized over a weighted-average period of 2.8 years.

9. Income Taxes

Red Rock is a corporation and pays corporate federal, state and local taxes on its income, primarily pass-through income from Station Holdco based upon Red Rock’s economic interest held in Station Holdco. Station Holdco is a partnership for income tax reporting purposes. Station Holdco’s members, including the Company, are liable for federal, state and local income taxes based on their respective share of Station Holdco’s pass-through taxable income.

The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate and makes necessary cumulative adjustments to the total tax provision or benefit.

The Company’s effective tax rate for the three and nine months ended September 30, 2023 was 11.9% and 10.9%, respectively, as compared to 11.0% and 12.9% for the three and nine months ended September 30, 2022, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2023 differs from the 21% statutory rate primarily because its effective tax rate includes a rate benefit attributable to the fact that Station Holdco operates as a limited liability company, which is not subject to federal income tax. Accordingly, the Company is not taxed on the portion of Station Holdco’s income attributable to noncontrolling interests.

As a result of the Company’s 2016 initial public offering (“IPO”) and certain reorganization transactions, the Company recorded a net deferred tax asset resulting from the outside basis difference of its interest in Station Holdco. The Company also recorded a deferred tax asset for its liability related to payments to be made pursuant to the tax receivable agreement (“TRA”) representing 85% of the tax savings the Company expects to realize from the amortization deductions associated with the step-up in the basis of depreciable assets under Section 754 of the Internal Revenue Code. This deferred tax asset will be recovered as cash payments are made to the TRA participants. In addition, the Company records deferred tax assets related to net operating losses and other tax attributes, as applicable.

The Company considers both positive and negative evidence when measuring the need for a valuation allowance. A valuation allowance is not required to the extent that, in management’s judgment, positive evidence exists with a magnitude and duration sufficient to result in a conclusion that it is more likely than not that the Company’s deferred tax assets will be realized. The Company determined that the deferred tax asset related to the LLC Units issued in the IPO and reorganization transactions is not expected to be realized unless the Company disposes of its investment in Station Holdco. As such, the Company established a valuation allowance against this portion of its deferred tax asset. The Company recognizes changes to the valuation allowance through the provision for income tax or other comprehensive income, as applicable.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Tax Receivable Agreement

In connection with the IPO, the Company entered into the TRA with certain owners who held LLC Units prior to the IPO. In the event that such parties exchange any or all of their LLC Units for Class A common stock or cash, at the election of the Company, the TRA requires the Company to make payments to such holders for 85% of the tax benefits realized by the Company as a result of such exchange. The Company expects to realize these tax benefits based on current projections of taxable income. The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such benefits.

At September 30, 2023 and December 31, 2022, the Company’s liability under the TRA was $22.0 million and $28.6 million, respectively, of which $6.0 million and $9.2 million, respectively, was payable to Fertitta Family Entities. No LLC Units were exchanged during the three and nine months ended September 30, 2023 or 2022. During the nine months ended September 30, 2023 the Company made payments on the TRA liability of $6.6 million and expects to pay $1.0 million of the TRA liability within the next twelve months.

The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company generates each year and the tax rate then applicable. The payment obligations under the TRA are Red Rock’s obligations and are not obligations of Station Holdco or Station LLC. Payments are generally due within a specified period of time following the filing of the Company’s annual tax return and interest on such payments will accrue from the original due date (without extensions) of the income tax return until the date paid. Payments not made within the required period after the filing of the income tax return generally accrue interest.

The TRA will remain in effect until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales or other forms of business combinations, or other changes of control. If the Company exercises its right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that the Company would have sufficient future taxable income to utilize such tax benefits, and may substantially exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRA.

10. Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to Red Rock by the weighted-average number of shares of Class A common stock outstanding during the period. The calculation of diluted earnings per share gives effect to all potentially dilutive shares, including shares issuable pursuant to outstanding stock options and nonvested restricted shares of Class A common stock, based on the application of the treasury stock method, and outstanding Class B common stock that is exchangeable, along with an equal number of LLC Units, for Class A common stock, based on the application of the if-converted method. Dilutive shares included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2023 and the three months ended September 30, 2022 represented outstanding shares of Class B common stock, nonvested restricted shares of Class A common stock and outstanding stock options. For the nine months ended September 30, 2022, dilutive shares included in the calculation of diluted earnings per share represented nonvested restricted shares of Class A common stock and outstanding stock options. All other potentially dilutive securities have been excluded from the calculation of diluted earnings per share because their inclusion would have been antidilutive.

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share is presented below (amounts in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	68,423	$	95,452	$	228,860	$	220,135
Less: net income attributable to noncontrolling interests	(32,907)		(45,844)		(109,155)		(106,433)
Net income attributable to Red Rock, basic	35,516		49,608		119,705		113,702
Effect of dilutive securities	25,996		36,217		86,232		1,817
Net income attributable to Red Rock, diluted	$	61,512	$	85,825	$	205,937	$	115,519


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Weighted average shares of Class A common stock outstanding, basic	57,961	57,889	57,815	59,458
Effect of dilutive securities	45,245	45,123	45,428	2,265
Weighted average shares of Class A common stock outstanding, diluted	103,206	103,012	103,243	61,723

The calculation of diluted earnings per share of Class A common stock excluded the following potentially dilutive securities that were outstanding at September 30, 2023 and 2022, respectively, because their inclusion would have been antidilutive (amounts in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Shares of Class B common stock and LLC Units exchangeable for Class A common stock	—	—	—	45,986
Stock options	2,244	2,017	2,244	1,192
Unvested restricted shares of Class A common stock	149	105	149	104

Shares of Class B common stock are not entitled to share in the earnings of the Company and are not participating securities. Accordingly, earnings per share of Class B common stock under the two-class method has not been presented.

11. Commitments and Contingencies

The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. No assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant risks. The Company does not believe there are any legal matters outstanding that would have a material impact on its financial condition or results of operations.

12. Segments

The Company views each of its Las Vegas casino properties and its Native American management arrangements as individual operating segments. The Company aggregates all of its Las Vegas operating segments into one reportable segment because all of its Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing techniques, are directed by a centralized management structure and have similar economic characteristics. The Company also aggregates its Native American management arrangements into one reportable segment.

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The Company utilizes Adjusted EBITDA as its primary performance measure. The Company’s segment information and a reconciliation of net income to Adjusted EBITDA are presented below (amounts in thousands).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues
Las Vegas operations:
Casino	$	272,747	$	282,386	$	830,494	$	842,793
Food and beverage	72,778		69,799		228,548		209,254
Room	42,036		39,062		130,867		120,117
Other (a)	20,398		20,313		60,677		59,237
Las Vegas operations net revenues	407,959		411,560		1,250,586		1,231,401
Native American management:
Management fees	—		—		—		—
Reportable segment net revenues	407,959		411,560		1,250,586		1,231,401
Corporate and other	3,647		2,879		10,786		6,915
Net revenues	$	411,606	$	414,439	$	1,261,372	$	1,238,316

Net income	$	68,423	$	95,452	$	228,860	$	220,135
Adjustments
Depreciation and amortization	32,535		30,789		96,368		97,311
Share-based compensation	4,390		4,662		14,515		12,799
Write-downs and other, net	15,083		3,862		44,768		16,087
Asset impairment	—		1,026		—		80,018
Interest expense, net	45,502		34,287		132,298		89,709
Provision for income tax	9,252		11,783		27,860		32,572
Other	—		—		—		846
Adjusted EBITDA (b)	$	175,185	$	181,861	$	544,669	$	549,477

Adjusted EBITDA
Las Vegas operations	$	191,412	$	199,920	$	598,552	$	605,985
Native American management	—		(120)		—		(3,568)
Reportable segment Adjusted EBITDA	191,412		199,800		598,552		602,417
Corporate and other	(16,227)		(17,939)		(53,883)		(52,940)
Adjusted EBITDA	$	175,185	$	181,861	$	544,669	$	549,477

_______________________________________________________________

(a)Includes tenant lease revenue of $6.4 million and $19.0 million for the three and nine months ended September 30, 2023, respectively, and $5.4 million and $15.5 million for the three and nine months ended September 30, 2022, respectively. Revenue from tenant leases is accounted for under the lease accounting guidance and included in Other revenues in the Company’s Condensed Consolidated Statements of Income.

(b)Adjusted EBITDA includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, demolition costs, development, preopening, business innovation and technology enhancements, contract termination costs and non-routine items), asset impairment, interest expense, net, provision for income tax and other.

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of the Financial Condition and Results of Operations (the “MD&A”) of Red Rock Resorts, Inc. (“we,” “our,” “us,” “Red Rock” or the “Company”) is intended to help the reader understand the Company’s financial condition and results of operations. The MD&A is provided as a supplement to and should be read in conjunction with our condensed consolidated financial statements and related notes (the “Condensed Consolidated Financial Statements”) included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Overview

Red Rock was formed as a Delaware corporation in 2015 to own an indirect equity interest in and manage Station Casinos LLC (“Station LLC”), a Nevada limited liability company. Station LLC is a gaming, development and management company established in 1976 that owns and operates six major gaming and entertainment facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. In the first quarter of 2022, we commenced construction of Durango on our approximately 50-acre development site at the intersection of Durango Drive and Interstate 215 in the southwest Las Vegas valley. Durango is expected to open in December 2023 and we currently expect to spend approximately $780 million for the project. In June 2022, we permanently closed our Texas Station, Fiesta Henderson and Fiesta Rancho properties, which had been closed since March 2020 as a result of the COVID-19 pandemic. In addition, we permanently closed Wild Wild West in September 2022. Our Texas Station and Fiesta Rancho parcels were classified as held for sale at September 30, 2023.

We own all of the outstanding voting interests in Station LLC and have an indirect equity interest in Station LLC through our ownership of limited liability company interests in Station Holdco LLC (“Station Holdco,” and such interests, “LLC Units”), which owns all of the economic interests in Station LLC. At September 30, 2023, we held 58% of the economic interests and 100% of the voting power in Station Holdco, subject to certain limited exceptions, and we are designated as the sole managing member of both Station Holdco and Station LLC. We control and operate all of the business and affairs of Station Holdco and Station LLC, and conduct all of our operations through these entities. Our only material assets are our ownership interests in Station LLC and Station Holdco, other than tax-related assets and liabilities.

Our Condensed Consolidated Financial Statements reflect the consolidation of Station LLC and its consolidated subsidiaries, and Station Holdco. The financial position and results of operations attributable to LLC Units we do not own are reported separately as noncontrolling interest.

Our principal source of revenue and operating income is gaming, and our non-gaming offerings include restaurants, hotels and other entertainment amenities. Approximately 80% to 85% of our casino revenue is generated from slot play. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing and fund capital expenditures.

A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. In September 2023, the unemployment rate in the Las Vegas metropolitan area was 5.7% as compared to 5.3% in September 2022. Statewide, the unemployment rate for September 2023 was 5.4% as compared to 4.4% in September 2022. In September 2023, the median price of an existing single-family home in Las Vegas according to the Las Vegas Realtors® was $450,000, unchanged when compared to September 2022. In light of uncertainty in the economic outlook stemming from rising inflation, higher interest rates and increased energy costs, we cannot predict whether the increase in unemployment or the trend in housing prices in the Las Vegas area will continue.

Subsequent to the reopening of most of our properties in June 2020, we have seen favorable customer trends that continued in the third quarter of 2023, including consistent visitation from our guests and strong spend per visit. These trends, in combination with our operational discipline and our focus on our core customers, as well as regional and out of town guests, continue to drive consistent operating results in 2023. Our business continues to experience the impacts of inflation, increased energy costs and rising interest rates. We cannot predict whether the impacts of macroeconomic conditions on the United States and Las Vegas economies may affect our business in the future.

Information about our results of operations is included herein and in the notes to our Condensed Consolidated Financial Statements.

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Key Performance Indicators

We use certain key indicators to measure our performance.

Gaming revenue measures:

•Slot handle, table game drop and race and sports write are measures of volume. Slot handle represents the dollar amount wagered in slot machines, and table game drop represents the total amount of cash and net markers issued that are deposited in table game drop boxes.

•Win represents the amount of wagers retained by us.

•Hold represents win as a percentage of slot handle, table game drop or race and sports write.

As our customers are primarily Las Vegas residents, our hold percentages are generally consistent from period to period. Fluctuations in our casino revenue are primarily due to the volume and spending levels of customers at our properties.

Food and beverage revenue measures:

•Average guest check is a measure of food sales volume and product offerings at our restaurants, and represents the average amount spent per customer visit.

•Number of guests served is an indicator of volume.

Room revenue measures:

•Occupancy is calculated by dividing occupied rooms, including complimentary rooms, by rooms available.

•Average daily rate (“ADR”) is calculated by dividing room revenue, which includes the retail value of complimentary rooms, by rooms occupied, including complimentary rooms.

•Revenue per available room is calculated by dividing room revenue by rooms available.

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Results of Operations

Information about our results of operations is presented below (amounts in thousands):


	Three Months Ended September 30,						Percent change		Nine Months Ended September 30,						Percent change
	2023			2022					2023			2022
Net revenues	$	411,606		$	414,439		(0.7)	%	$	1,261,372		$	1,238,316		1.9	%
Operating income	122,537			140,700			(12.9)	%	386,725			339,738			13.8	%

Casino revenues	272,747			282,386			(3.4)	%	830,494			842,793			(1.5)	%
Casino expenses	70,753			69,697			1.5	%	212,047			208,309			1.8	%
Margin	74.1		%	75.3		%			74.5		%	75.3		%

Food and beverage revenues	72,778			69,799			4.3	%	228,548			209,254			9.2	%
Food and beverage expenses	57,741			55,309			4.4	%	178,736			166,371			7.4	%
Margin	20.7		%	20.8		%			21.8		%	20.5		%

Room revenues	42,036			39,062			7.6	%	130,867			120,117			8.9	%
Room expenses	13,348			13,031			2.4	%	40,428			38,806			4.2	%
Margin	68.2		%	66.6		%			69.1		%	67.7		%

Other revenues	24,045			23,192			3.7	%	71,463			66,152			8.0	%
Other expenses	7,759			8,455			(8.2)	%	24,465			23,617			3.6	%

Selling, general and administrative expenses	91,850			91,570			0.3	%	277,835			268,059			3.6	%
Percent of net revenues	22.3		%	22.1		%			22.0		%	21.6		%

Depreciation and amortization	32,535			30,789			5.7	%	96,368			97,311			(1.0)	%
Write-downs and other, net	15,083			3,862			n/m		44,768			16,087			n/m
Asset impairment	—			1,026			n/m		—			80,018			n/m
Interest expense, net	45,502			34,287			32.7	%	132,298			89,709			47.5	%
Net income attributable to noncontrolling interests	32,907			45,844			(28.2)	%	109,155			106,433			2.6	%
Provision for income tax	9,252			11,783			(21.5)	%	27,860			32,572			(14.5)	%
Net income attributable to Red Rock	35,516			49,608			(28.4)	%	119,705			113,702			5.3	%

_______________________________________________________________

n/m = Not meaningful

We view each of our Las Vegas casino properties as an individual operating segment. We aggregate all of our Las Vegas operating segments into one reportable segment because all of our Las Vegas properties offer similar products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing programs, are directed by a centralized management structure and have similar economic characteristics. We also aggregate our Native American management arrangements into one reportable segment. The results of operations for our Las Vegas operations are discussed in the remaining sections below. There was no Native American management activity in the current year.

Net Revenues. Net revenues for the three months ended September 30, 2023 were $411.6 million, down 0.7%, as compared to $414.4 million for the prior year period. For the nine months ended September 30, 2023, net revenues were $1.26 billion, an increase of 1.9% compared to $1.24 billion for the prior year period.

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For the three and nine months ended September 30, 2023, we continued to deliver year-over-year revenue growth across our non-gaming offerings at our properties. For the three months ended September 30, 2023, our food and beverage, room and other revenue increased by 4.3%, 7.6% and 3.7%, respectively, as compared to the same quarter in 2022, and for the nine months ended September 30, 2023, we achieved year over year growth of 9.2%, 8.9% and 8.0% for food and beverage, room and other revenues, respectively. Our casino revenues for the three and nine months ended September 30, 2023 decreased by 3.4% and 1.5%, respectively, as compared to the same periods in the prior year.

Operating Income. For the three and nine months ended September 30, 2023, our operating income was $122.5 million and $386.7 million, respectively.

For the three and nine months ended September 30, 2022, our operating income was $140.7 million and $339.7 million, respectively. Our operating income for the nine months ended September 30, 2022 was negatively impacted by asset impairment charges totaling $80.0 million related to our decision to permanently close and demolish our Texas Station, Fiesta Rancho and Fiesta Henderson properties, which had remained closed since the beginning of the COVID-19 pandemic in March 2020. Additional information about factors impacting our operating income is included below.

Casino. As described at Net Revenues above, our casino revenue for the three and nine months ended September 30, 2023 decreased by 3.4% and 1.5%, respectively, as compared to the same periods in the prior year. For the three and nine months ended September 30, 2023 as compared to the prior year periods, our slot revenue decreased $6.3 million and $10.3 million due to lower volume, our table games revenue increased $2.3 million and $2.2 million due to an increase in volume and our race and sports revenue decreased $3.7 million and $2.4 million due to lower hold.

Food and Beverage. Food and beverage includes revenue and expenses from our restaurants, bars and catering. For the three and nine months ended September 30, 2023, food and beverage revenue increased by 4.3% and 9.2%, respectively, and food and beverage expense increased by 4.4% and 7.4%, respectively, all as compared to the same periods in the prior year. The increases in food and beverage revenue were primarily due to an increase in catering and group business. For the three and nine months ended September 30, 2023, the average guest check at our restaurants increased by 4.1% and 6.2%, respectively, while the number of restaurant guests served decreased by 5.5% and 6.2%, respectively, as compared to the prior year periods. The increase in food and beverage expense for three and nine months ended September 30, 2023 was commensurate with the increased food and beverage revenue and included higher employee-related costs and costs of sales.

Room. For the three and nine months ended September 30, 2023, room revenue increased by 7.6% and 8.9%, respectively, and room expense increased by 2.4% and 4.2%, respectively, as compared to the prior year periods.

Information about our hotel operations is presented below:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Occupancy	86.4		%	84.3		%	87.3		%	82.2		%
Average daily rate	$	185.20		$	169.97		$	191.48		$	174.19
Revenue per available room	$	160.05		$	143.27		$	167.21		$	143.15

For the three and nine months ended September 30, 2023, our ADR increased by 9.0% and 9.9%, respectively, our revenue per available room improved by 11.7% and 16.8%, respectively, and our occupancy rate increased by 2.1 and 5.1 percentage points, respectively, all as compared to the prior year periods due to improved demand.

Other. Other primarily represents revenues from tenant leases, retail outlets, bowling, spas, and entertainment, and their corresponding expenses. For the three and nine months ended September 30, 2023, other revenues increased by $0.9 million and $5.3 million, respectively, primarily driven by leased outlets, spa and bowling. For the same periods, other expenses decreased by $0.7 million and increased by $0.8 million, respectively.

Selling, General and Administrative (“SG&A”). For the three and nine months ended September 30, 2023, SG&A expenses increased by 0.3% or $0.3 million and 3.6% or $9.8 million, respectively, as compared to the prior year periods. The increases in SG&A expenses were primarily due to higher employee-related costs, repairs and maintenance and utilities, offset by a decrease in legal expenses. As a percentage of net revenue, SG&A expenses increased by 0.2% and 0.4% for the three and nine months ended September 30, 2023, respectively, as compared to the prior year periods.

Depreciation and Amortization. For the three months ended September 30, 2023, depreciation and amortization expense increased by 5.7%, as compared to the prior year period due to new assets placed in service. For the nine months ended

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September 30, 2023, depreciation and amortization decreased 1.0%, as compared to the prior year period as we ceased recognizing depreciation expense for the closed properties, Texas Station, Fiesta Rancho and Fiesta Henderson in June 2022 and Wild Wild West in September 2022.

Write-downs and Other, net. Write-downs and other, net includes gains and losses on asset disposals, demolition and other costs associated with our closed properties, development expenses, preopening expenses, business innovation and technology enhancements, contract termination costs and non-routine items. For the three and nine months ended September 30, 2023, write-downs and other, net totaled $15.1 million and $44.8 million, respectively, primarily comprising development and preopening expenses, demolition costs associated with the closed properties and business innovation development expenses. For the three and nine months ended September 30, 2022, write-downs and other, net totaled $3.9 million and $16.1 million, respectively. For the nine months ended September 30, 2022 write-downs and other net included $6.7 million in artist performance agreement termination costs associated with Palms Casino Resort, which was sold in December 2021.

Asset Impairment. There were no asset impairment charges during the three and nine months ended September 30, 2023. For the three months ended September 30, 2022, we closed the Wild Wild West property and recorded an asset impairment charge of $1.0 million. For the nine months ended September 30, 2022, we also recorded asset impairment charges totaling $79.0 million, primarily to write off the carrying amounts of the facilities and certain related assets at Texas Station, Fiesta Rancho and Fiesta Henderson.

Interest Expense, net. Interest expense, net increased to $45.5 million and $132.3 million for the three and nine months ended September 30, 2023, respectively, as compared to $34.3 million and $89.7 million, respectively, for the same periods in 2022. The increase in interest expense was due to higher variable interest rates applicable to our credit facility for the current year periods and increased borrowings under our revolving credit facility associated with the Durango development project. We expect that the interest rates on our credit facility may continue to increase in response to macroeconomic conditions. Additional information about long-term debt is included in Note 6 to the Condensed Consolidated Financial Statements.

Provision for Income Tax. For the three and nine months ended September 30, 2023, we recognized a provision for income tax of $9.3 million and $27.9 million, respectively. Station Holdco is treated as a partnership for income tax reporting purposes and Station Holdco’s members are liable for federal, state and local income taxes based on their share of Station Holdco’s taxable income. We are not liable for income tax on the noncontrolling interests’ share of Station Holdco’s taxable income or benefit from a taxable loss, and therefore our effective tax rates of 11.9% and 10.9% for the three and nine months ended September 30, 2023, respectively, were less than the statutory rate. We recognized income tax expense of $11.8 million and $32.6 million for the three and nine months ended September 30, 2022, respectively.

Net Income Attributable to Noncontrolling Interests. Net income attributable to noncontrolling interests for the three and nine months ended September 30, 2023 and 2022 represented the portion of net income attributable to the ownership interest in Station Holdco not held by us.

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Adjusted EBITDA

Adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022 for our two reportable segments and a reconciliation of net income to Adjusted EBITDA are presented below (amounts in thousands). The Las Vegas operations segment includes all of our Las Vegas casino properties and the Native American management segment includes our Native American management arrangements.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues
Las Vegas operations	$	407,959	$	411,560	$	1,250,586	$	1,231,401
Native American management	—		—		—		—
Reportable segment net revenues	407,959		411,560		1,250,586		1,231,401
Corporate and other	3,647		2,879		10,786		6,915
Net revenues	$	411,606	$	414,439	$	1,261,372	$	1,238,316

Net income	$	68,423	$	95,452	$	228,860	$	220,135
Adjustments
Depreciation and amortization	32,535		30,789		96,368		97,311
Share-based compensation	4,390		4,662		14,515		12,799
Write-downs and other, net	15,083		3,862		44,768		16,087
Asset impairment	—		1,026		—		80,018
Interest expense, net	45,502		34,287		132,298		89,709
Provision for income tax	9,252		11,783		27,860		32,572
Other	—		—		—		846
Adjusted EBITDA	$	175,185	$	181,861	$	544,669	$	549,477

Adjusted EBITDA
Las Vegas operations	$	191,412	$	199,920	$	598,552	$	605,985
Native American management	—		(120)		—		(3,568)
Corporate and other	(16,227)		(17,939)		(53,883)		(52,940)
Adjusted EBITDA	$	175,185	$	181,861	$	544,669	$	549,477

The year-over-year changes in Adjusted EBITDA were due to the factors described within Results of Operations above.

Adjusted EBITDA is a non-GAAP measure that is presented solely as a supplemental disclosure. We believe that Adjusted EBITDA is a widely used measure of operating performance in our industry and is a principal basis for valuation of gaming companies. We believe that in addition to net income, Adjusted EBITDA is a useful financial performance measurement for assessing our operating performance because it provides information about the performance of our ongoing core operations. Adjusted EBITDA includes net income plus depreciation and amortization, share-based compensation, write-downs and other, net (including gains and losses on asset disposals, demolition costs, development, preopening, business innovation and technology enhancements, contract termination costs and non-routine items), asset impairment, interest expense, net, provision for income tax and other.

To evaluate Adjusted EBITDA and the trends it depicts, the components should be considered. Each of these components can significantly affect our results of operations and should be considered in evaluating our operating performance, and the impact of these components cannot be determined from Adjusted EBITDA. Further, Adjusted EBITDA does not represent net income or cash flows from operating, investing or financing activities as defined by GAAP and should not be considered as an alternative to net income as an indicator of our operating performance. Additionally, Adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. It should be noted that not all gaming companies that report EBITDA or adjustments to this measure may calculate EBITDA or such adjustments in the same manner as we do, and therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies.

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Holding Company Financial Information

The indentures governing the 4.50% Senior Notes and the 4.625% Senior Notes contain certain covenants that require Station LLC to furnish to the holders of the notes certain annual and quarterly financial information relating to Station LLC and its subsidiaries. The obligation to furnish such information may be satisfied by providing consolidated financial information of the Company along with additional disclosure explaining the differences between such information and the financial information of Station LLC and its subsidiaries on a standalone basis. The following financial information about the Company and its consolidated subsidiaries, exclusive of Station LLC and its subsidiaries (the “Holding Company”), is furnished to explain the differences between the financial information of the Holding Company and the financial information of Station LLC and its subsidiaries for the periods presented in this report. The primary differences between the financial information of the Holding Company and that of Station LLC relate to income taxes of the Holding Company and the liability relating to the tax receivable agreement (“TRA”).

At September 30, 2023, the difference between the balance sheet for Station LLC and its consolidated subsidiaries and the balance sheet for the Holding Company is that the Holding Company had cash of $3.4 million, $77.0 million of deferred tax assets, net, and a $29.3 million note receivable from Station LLC, which are solely assets of the Holding Company, and liabilities that are solely the Holding Company’s, consisting of a $22.0 million liability under the TRA, of which $1.0 million is expected to be paid in the next twelve months, income tax payable of $7.6 million, and $3.1 million of other liabilities. Station LLC’s $29.3 million intercompany note payable to Red Rock is eliminated in consolidation. At December 31, 2022, the Holding Company had cash of $15.3 million, $75.7 million of deferred tax assets, net, $0.3 million of prepaid expenses, a $28.6 million liability under the TRA, of which $6.6 million was current, $1.7 million of other current liabilities and $1.8 million of other long-term liabilities.

The Holding Company recognized net losses of $8.9 million and $27.2 million for the three and nine months ended September 30, 2023, respectively, and $11.8 million and $32.6 million for the three and nine months ended September 30, 2022, respectively, primarily representing provision for income taxes.

Liquidity and Capital Resources

The following liquidity and capital resources discussion contains certain forward-looking statements with respect to our business, financial condition, results of operations, dispositions, acquisitions, investments and subsidiaries, which involve risks and uncertainties that cannot be predicted or quantified, and consequently, actual results may differ materially from those expressed or implied herein. Such risks and uncertainties include, but are not limited to, the risks described in Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022.

At September 30, 2023, we had $122.8 million in cash and cash equivalents. Station LLC maintains its borrowing availability under its revolving credit facility, subject to continued compliance with the terms of the credit facility. At September 30, 2023, Station LLC’s borrowing availability under the revolving credit facility was $512.5 million, which was net of $485.0 million in outstanding borrowings and $33.5 million in outstanding letters of credit and similar obligations.

Our primary capital requirements for the near term are expected to be related to the operation and maintenance of our properties, debt service payments and construction costs for Durango. Our anticipated uses of cash for the remainder of 2023 include (i) approximately $110 million to $180 million for capital expenditures, including the development of Durango, (ii) required principal and interest payments on Station LLC’s indebtedness totaling $6.5 million and $54.4 million, respectively, (iii) dividends to our Class A common stockholders, including approximately $14.6 million to be paid in December 2023, and (iv) distributions to noncontrolling interest holders of Station Holdco, including approximately $11.5 million to be paid in December 2023 and any “tax distributions” that may be made quarterly when required and in amounts that may vary from quarter to quarter. Other payment obligations include salaries, wages and employee benefits, service contracts, property taxes, insurance and other obligations.

Our board of directors has authorized $600 million for repurchases of Class A common stock under our equity repurchase program through June 30, 2024. We are not obligated to repurchase any shares under the program. Subject to applicable laws and the provisions of any agreements restricting our ability to do so, repurchases may be made at our discretion from time to time through open market purchases, negotiated transactions or tender offers, depending on market conditions and other factors. We made no repurchases of Class A common stock during the nine months ended September 30, 2023 under the program. At September 30, 2023, we had $312.9 million of remaining repurchases authorized under the program. From time to time, we may also seek to repurchase our outstanding indebtedness. Any such purchases may be funded by existing cash balances or the incurrence of debt, including borrowings under our credit facility. The amount and timing of any repurchases will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.

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We expect that cash on hand, cash generated from operations and borrowings available under the credit facility will be sufficient to fund our operations and capital requirements and service our outstanding indebtedness for the next twelve months. We regularly assess our projected cash requirements for capital expenditures, repayment of debt obligations, and payment of other general corporate and operational needs. In the long term, we expect that we will fund our capital requirements with a combination of cash generated from operations, borrowings under the credit facility and the issuance of debt or equity as market conditions may permit. However, our cash flow and ability to obtain debt or equity financing on terms that are satisfactory to us, or at all, may be affected by a variety of factors, including competition, general economic and business conditions and financial markets. As a result, we cannot provide any assurance that we will generate sufficient income and liquidity to meet all of our liquidity requirements or other obligations.

Following is a summary of our cash flow information (amounts in thousands):


	Nine Months Ended September 30,
	2023		2022
Net cash provided by (used in):
Operating activities	$	335,401	$	417,451
Investing activities	(520,537)		(369,867)
Financing activities	190,682		(253,743)

Cash Flows from Operations

Our operating cash flows primarily consist of operating income or loss generated by our properties (excluding depreciation and other non-cash charges), interest and income tax payments, and changes in working capital accounts such as inventories, prepaid expenses, receivables and payables. The majority of our revenue is generated from our slot machine and table game play, which is conducted primarily on a cash basis. Our food and beverage, room and other revenues are also primarily cash-based. As a result, fluctuations in our revenues have a direct impact on our cash flow from operations.

For the nine months ended September 30, 2023, net cash provided by operating activities was $335.4 million as compared to $417.5 million for the prior year period. Cash flows from operating activities for the nine months ended September 30, 2023 included $126.3 million in interest payments and $21.1 million cash paid for income taxes, as compared to $84.7 million and $25.2 million, respectively, for the prior year period. Information about our operating activities is presented within Results of Operations above.

Cash Flows from Investing Activities

For the nine months ended September 30, 2023 and 2022, cash paid for capital expenditures totaled $512.5 million and $198.6 million, respectively. Capital expenditures were primarily related to the Durango project.

Cash Flows from Financing Activities

During the nine months ended September 30, 2023, we paid $44.0 million in dividends to Class A common stockholders and $65.2 million in cash distributions to the noncontrolling interest holders of Station Holdco. We also paid $9.5 million related to tax withholding on share-based compensation. In addition, we borrowed $370.5 million under the Revolving Credit Facility.

During the nine months ended September 30, 2022, we paid $44.7 million in dividends to Class A common stockholders and $85.3 million in cash distributions to noncontrolling interest holders of Station Holdco. We also paid $141.5 million to repurchase 3.7 million shares of our Class A common stock pursuant to our equity repurchase program.

Restrictive Covenants

The agreements governing our credit facility and the indentures governing our senior notes impose significant operating and financial restrictions on us, including certain limitations on our and our subsidiaries’ ability to, among other things, obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements. In addition, our credit agreement contains certain financial covenants, including maintenance of a minimum interest coverage ratio and adherence to a maximum total leverage ratio. During the nine months ended September 30, 2023, there were no changes made to the covenants included in the credit facility or the indentures governing the senior notes as described in Financial Condition, Capital Resources and Liquidity in Part II, Item 7 of our Annual Report on Form 10-K for the year ended

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December 31, 2022. We believe that as of September 30, 2023, Station LLC was in compliance with the covenants contained in the credit facility and the indentures governing the senior notes.

As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debt or equity financing to provide liquidity if changes in the economy, discretionary spending, consumer confidence or other external factors negatively affect our business. In addition, such covenants and restrictions may limit our ability to compete effectively or to take advantage of new business opportunities. Further, our ability to comply with covenants and restrictions contained in the agreements governing our indebtedness may be adversely affected by general economic conditions and industry conditions.

Failure to satisfy the covenants contained in the credit agreements, indentures or other agreements governing our indebtedness would require us to seek waivers or amendments of such covenants. There can be no assurance that we would be able to obtain required waivers or amendments, as such matters depend, in part, on factors outside of our control. If we fail to satisfy our covenants and are unable to obtain such waivers or amendments, our creditors could exercise remedies under the applicable documents governing such indebtedness, including acceleration of such indebtedness.

Off-Balance Sheet Arrangements

At September 30, 2023, we had no variable interests in unconsolidated entities that provide off-balance sheet financing, liquidity, market risk or credit risk support, or that engage in leasing, hedging or research and development arrangements with us, nor did we have retained or contingent interests in assets transferred to an unconsolidated entity. At September 30, 2023, we had outstanding letters of credit and similar obligations totaling $33.5 million.

Inflation

Our business continues to experience the impact of inflation and rising interest rates and we expect the impact to continue through the remainder of 2023. Commodity prices have increased and become more volatile, and we are experiencing price inflation in ordinary goods and services such as food costs, supplies, energy costs and construction costs. In addition, we have been impacted by a shortage of qualified workers which places additional upward pressure on wages and benefit costs as we seek to attract and retain qualified workers. We attempt to minimize the impact of inflation on our business by implementing cost controls, adjusting prices and optimizing our procurement strategy.

Native American Development

We have development and management agreements with the North Fork Rancheria of Mono Indians, a federally recognized Native American tribe located near Fresno, California, pursuant to which we will assist the tribe in developing, financing and operating a gaming and entertainment facility to be located on Highway 99 north of the city of Madera, California. See Note 4 to the Condensed Consolidated Financial Statements for information about this project.

Regulation and Taxes

We are subject to extensive regulation by Nevada gaming authorities as well as the National Indian Gaming Commission and the California Gambling Control Commission. In addition, we will be subject to regulation, which may or may not be similar to that in Nevada, by any other jurisdiction in which we may conduct gaming activities in the future.

The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The most recent special legislative session ended on June 14, 2023. There are currently no specific legislative proposals to increase taxes on gaming revenue, but there are no assurances that an increase in taxes on gaming or other revenue will not be proposed and passed by the Nevada legislature in the future.

Description of Certain Indebtedness

A description of our indebtedness is included in Note 8 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 and Note 6 to the Condensed Consolidated Financial Statements. Other than the replacement of LIBOR interest rates with SOFR effective on July 1, 2023, as described at Note 6, there were no material changes to the terms of our indebtedness during the nine months ended September 30, 2023.

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Critical Accounting Policies and Estimates

A description of our critical accounting policies and estimates is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022. There were no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2023.

Forward-looking Statements

When used in this report and elsewhere by management from time to time, the words “may,” “might,” “could,” “believes,” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements with respect to our financial condition, results of operations and our business including our expansions, development and acquisition projects, legal proceedings and employee matters. Certain important factors, including but not limited to, financial market risks, could cause our actual results to differ materially from those expressed in our forward-looking statements. Potential factors which could affect our financial condition, results of operations and business include, without limitation, the impact of rising inflation, higher interest rates, increased energy costs and pandemics on consumer demand and our business and results of operations, financial results and liquidity; the impact of our substantial indebtedness; the effects of local and national economic, credit and capital market conditions on consumer spending and the economy in general, and on the gaming and hotel industries in particular; the effects of competition, including locations of competitors and operating and market competition; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; risks associated with construction projects, including disruption of our operations, shortages of materials or labor, unexpected costs, unforeseen permitting or regulatory issues and weather; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; acts of war or terrorist incidents, pandemics, natural disasters or civil unrest; risks associated with the collection and retention of data about our customers, employees, suppliers and business partners; and other risks described in our filings with the Securities and Exchange Commission. All forward-looking statements are based on our current expectations and projections about future events. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our long-term debt. There have been no material changes in our market risks from those disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2022. We do not expect the replacement of LIBOR interest rates with SOFR under our Credit Facility to have a material impact on our market risks.

Item 4. Controls and Procedures

The Company’s management conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2023. In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of September 30, 2023, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, as of the end of the period covered by this report due to the material weakness in our internal control over financial reporting discussed below. Notwithstanding this material weakness, our management has concluded that the financial statements included elsewhere in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with generally accepted accounting principles.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. As of September 30, 2023, we identified a material weakness in the operation of our internal control over financial reporting in relation to the accuracy and timeliness of the review and approval of changes to our vendor master payment file.

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Since September 30, 2023, we have implemented actions to remediate the material weakness described above. The remediation actions include enhancements to the Company’s policies and procedures for changes to our vendor master payment file and additional training for employees who are responsible for initiation and approval of payments by the Company.

Except for the remediation actions described above taken to address the material weakness, there was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. No assurance can be provided as to the outcome of such matters and litigation inherently involves significant risks.

Item 1A. Risk Factors

There have been no material changes in the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Our board of directors has authorized $600 million for repurchases of Class A common stock under our equity repurchase program through June 30, 2024. The Company made no repurchases during the three months ended September 30, 2023 under the program. At September 30, 2023, the remaining amount authorized for repurchases under the program was $312.9 million.

Item 3. Defaults Upon Senior Securities—None.

Item 4. Mine Safety Disclosures—None.

Item 5. Other Information—None.

Item 6. Exhibits

(a)Exhibits

No. 31.1—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

No. 31.2—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

No. 32.1—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

No. 32.2—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

No. 101.INS—XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

No. 101.SCH—XBRL Taxonomy Extension Schema Document

No. 101.CAL—XBRL Taxonomy Extension Calculation Linkbase Document

No. 101.DEF—XBRL Taxonomy Extension Definition Linkbase Document

No. 101.LAB—XBRL Taxonomy Extension Label Linkbase Document

No. 101.PRE—XBRL Taxonomy Extension Presentation Linkbase Document

No. 104—Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURE

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 thereunto duly authorized.


		RED ROCK RESORTS, INC., Registrant

Date:	November 8, 2023	/s/ STEPHEN L. COOTEY
		Stephen L. Cootey Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)