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 ~~June 30, 2021~~March 31, 2022

☐ 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 ~~July 29, 2021~~May 2, 2022
Class A Common Stock, $0.01 par value						~~70,373,588~~61,472,012
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 — ~~June~~ 3 0 ~~, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020~~2021	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (~~Loss~~)(Loss) — Three ~~and six~~ months ended ~~June~~ 3 0 ,March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Equity — Three ~~and six~~ months ended ~~June 30~~,March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	5
	Condensed Consolidated Statements of Cash Flows — ~~Six~~ Three months ended ~~June~~ 3 0 ,March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	97
	Notes to Condensed Consolidated Financial Statements (unaudited)	119
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2520
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3429
Item 4.	Controls and Procedures	3529

Part II.	Other Information
Item 1.	Legal Proceedings	3530
Item 1A.	Risk Factors	3530
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3530
Item 3.	Defaults Upon Senior Securities	3630
Item 4.	Mine Safety Disclosures	3630
Item 5.	Other Information	3630
Item 6.	Exhibits	3631
Signature		3732

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)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	90,988	$	121,176	Cash and cash equivalents	$	336,566	$	275,281
Restricted cash	Restricted cash	0		4,529		Restricted cash	31,974		—
Receivables, net	Receivables, net	33,269		35,130		Receivables, net	34,872		36,739
Inventories	Inventories	12,263		13,079		Inventories	11,902		11,734
Prepaid gaming tax	Prepaid gaming tax	32,097		24,316		Prepaid gaming tax	27,559		26,745
Prepaid expenses and other current assets	Prepaid expenses and other current assets	20,493		13,827		Prepaid expenses and other current assets	19,514		20,416
Assets held for sale	Assets held for sale	656,155		12,600		Assets held for sale	7,600		7,600
Total current assets	Total current assets	845,265		224,657		Total current assets	469,987		378,515
Property and equipment, net of accumulated depreciation of $1,125,593 and $1,224,081 at June 30, 2021 and December 31, 2020, respectively		2,011,053		2,857,973
Property and equipment, net of accumulated depreciation of $1,190,300 and $1,168,813 at March 31, 2022 and December 31, 2021, respectively						Property and equipment, net of accumulated depreciation of $1,190,300 and $1,168,813 at March 31, 2022 and December 31, 2021, respectively	2,023,548		2,009,608
Goodwill	Goodwill	195,676		195,676		Goodwill	195,676		195,676
Intangible assets, net of accumulated amortization of $16,316 and $19,520 at June 30, 2021 and December 31, 2020, respectively		87,984		100,817
Intangible assets, net of accumulated amortization of $17,535 and $17,128 at March 31, 2022 and December 31, 2021, respectively						Intangible assets, net of accumulated amortization of $17,535 and $17,128 at March 31, 2022 and December 31, 2021, respectively	86,765		87,172
Land held for development	Land held for development	258,042		258,042		Land held for development	237,335		237,335
Investments in joint ventures	Investments in joint ventures	6,693		8,162		Investments in joint ventures	5,942		6,087
Native American development costs	Native American development costs	26,030		22,149		Native American development costs	35,234		34,094

Deferred tax asset, net						Deferred tax asset, net	92,511		98,625
Other assets, net	Other assets, net	67,210		72,478		Other assets, net	62,488		93,221
Total assets	Total assets	$	3,497,953	$	3,739,954	Total assets	$	3,209,486	$	3,140,333
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	13,883	$	11,208	Accounts payable	$	18,209	$	17,466
Accrued interest payable	Accrued interest payable	16,996		20,128		Accrued interest payable	12,269		14,320
Income tax payable						Income tax payable	4,835		735
Other accrued liabilities	Other accrued liabilities	148,877		146,077		Other accrued liabilities	168,876		146,374
Liabilities related to assets held for sale		4,005		0
Current portion of payable pursuant to tax receivable agreement						Current portion of payable pursuant to tax receivable agreement	6,664		—
Current portion of long-term debt	Current portion of long-term debt	25,900		22,844		Current portion of long-term debt	25,931		25,921
Total current liabilities	Total current liabilities	209,661		200,257		Total current liabilities	236,784		204,816
Long-term debt, less current portion	Long-term debt, less current portion	2,652,830		2,879,163		Long-term debt, less current portion	2,822,774		2,827,603
Other long-term liabilities	Other long-term liabilities	32,599		28,499		Other long-term liabilities	32,651		30,723
Payable pursuant to tax receivable agreement		28,035		27,394
Payable pursuant to tax receivable agreement, less current portion						Payable pursuant to tax receivable agreement, less current portion	20,494		27,158
Total liabilities	Total liabilities	2,923,125		3,135,313		Total liabilities	3,112,703		3,090,300
Commitments and contingencies (Note 13)		0		0
Commitments and contingencies (Note 10)						Commitments and contingencies (Note 10)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, par value $0.01 per share, 100,000,000 shares authorized; NaN issued and outstanding		0		0
Class A common stock, par value $0.01 per share, 500,000,000 shares authorized; 70,373,588 and 71,228,168 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		704		712
Class B common stock, par value $0.00001 per share, 100,000,000 shares authorized; 45,985,804 and 46,085,804 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		1		1
Preferred stock, par value $0.01 per share, 100,000,000 shares authorized; none issued and outstanding						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; 61,472,012 and 61,426,605 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively						Class A common stock, par value $0.01 per share, 500,000,000 shares authorized; 61,472,012 and 61,426,605 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	615		614
Class B common stock, par value $0.00001 per share, 100,000,000 shares authorized; 45,985,804 shares issued and outstanding at March 31, 2022 and December 31, 2021						Class B common stock, par value $0.00001 per share, 100,000,000 shares authorized; 45,985,804 shares issued and outstanding at March 31, 2022 and December 31, 2021	1		1
Additional paid-in capital	Additional paid-in capital	348,369		385,579		Additional paid-in capital	50,252		55,028
Accumulated deficit		(11,129)		(33,071)
Accumulated other comprehensive loss		(582)		(623)
Retained earnings						Retained earnings	36,942		3,851
Total Red Rock Resorts, Inc. stockholders’ equity	Total Red Rock Resorts, Inc. stockholders’ equity	337,363		352,598		Total Red Rock Resorts, Inc. stockholders’ equity	87,810		59,494
Noncontrolling interest	Noncontrolling interest	237,465		252,043		Noncontrolling interest	8,973		(9,461)
Total stockholders’ equity	Total stockholders’ equity	574,828		604,641		Total stockholders’ equity	96,783		50,033
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	3,497,953	$	3,739,954	Total liabilities and stockholders’ equity	$	3,209,486	$	3,140,333

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

Table of Contents

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(amounts in thousands, except per share data)

(unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021
Operating revenues:	Operating revenues:									Operating revenues:
Casino	Casino	$	304,212	$	75,608	$	564,150	$	283,875	Casino		$	279,771	$	259,938
Food and beverage	Food and beverage	64,885		14,985		111,757		103,316		Food and beverage		65,699		46,872
Room	Room	39,150		5,491		61,094		45,567		Room		36,772		21,944
Other	Other	19,640		6,446		35,197		27,803		Other		19,181		15,557
Management fees	Management fees	270		5,940		8,578		25,297		Management fees		213		8,308
Net revenues	Net revenues	428,157		108,470		780,776		485,858		Net revenues		401,636		352,619
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Casino	Casino	70,400		31,625		133,516		114,900		Casino		68,866		63,116
Food and beverage	Food and beverage	48,879		22,424		89,936		114,910		Food and beverage		53,223		41,057
Room	Room	14,650		6,402		25,741		27,075		Room		12,482		11,091
Other	Other	5,983		3,058		11,333		12,692		Other		6,370		5,350
Selling, general and administrative	Selling, general and administrative	84,090		65,232		163,000		166,505		Selling, general and administrative		86,296		78,910
Depreciation and amortization	Depreciation and amortization	36,160		57,924		90,415		116,458		Depreciation and amortization		33,425		54,255
Write-downs and other charges, net		1,435		15,466		1,695		24,273

Write-downs and other, net										Write-downs and other, net		10,180		260
Asset impairment	Asset impairment	(1,956)		0		167,777		0		Asset impairment		—		169,733
		259,641		202,131		683,413		576,813				270,842		423,772
Operating income (loss)	Operating income (loss)	168,516		(93,661)		97,363		(90,955)		Operating income (loss)		130,794		(71,153)
Earnings (losses) from joint ventures		1,233		(572)		1,623		(370)
Operating income (loss) and earnings (losses) from joint ventures		169,749		(94,233)		98,986		(91,325)
Other income (expense):
Earnings from joint ventures										Earnings from joint ventures		844		390
Operating income (loss) and earnings from joint ventures										Operating income (loss) and earnings from joint ventures		131,638		(70,763)
Other expense:										Other expense:
Interest expense, net	Interest expense, net	(25,614)		(33,980)		(52,881)		(70,038)		Interest expense, net		(26,674)		(27,267)
Gain (loss) on extinguishment/modification of debt, net		0		11,164		(8,140)		(247)
Change in fair value of derivative instruments		(86)		(1,250)		(214)		(21,260)
Loss on extinguishment of debt										Loss on extinguishment of debt		—		(8,140)
Other	Other	(118)		(118)		(166)		(162)		Other		—		(176)
		(25,818)		(24,184)		(61,401)		(91,707)				(26,674)		(35,583)
Income (loss) before income tax	Income (loss) before income tax	143,931		(118,417)		37,585		(183,032)		Income (loss) before income tax		104,964		(106,346)
Provision for income tax	Provision for income tax	(581)		0		(798)		(113,185)		Provision for income tax		(12,719)		(217)
Net income (loss)	Net income (loss)	143,350		(118,417)		36,787		(296,217)		Net income (loss)		92,245		(106,563)
Less: net income (loss) attributable to noncontrolling interests	Less: net income (loss) attributable to noncontrolling interests	56,636		(46,875)		14,851		(72,476)		Less: net income (loss) attributable to noncontrolling interests		43,899		(41,785)
Net income (loss) attributable to Red Rock Resorts, Inc.	Net income (loss) attributable to Red Rock Resorts, Inc.	$	86,714	$	(71,542)	$	21,936	$	(223,741)	Net income (loss) attributable to Red Rock Resorts, Inc.		$	48,346	$	(64,778)

Earnings (loss) per common share (Note 12):
Earnings (loss) per common share (Note 9):										Earnings (loss) per common share (Note 9):
Earnings (loss) per share of Class A common stock, basic	Earnings (loss) per share of Class A common stock, basic	$	1.24	$	(1.01)	$	0.31	$	(3.19)	Earnings (loss) per share of Class A common stock, basic		$	0.79	$	(0.92)
Earnings (loss) per share of Class A common stock, diluted	Earnings (loss) per share of Class A common stock, diluted	$	1.12	$	(1.01)	$	0.29	$	(3.19)	Earnings (loss) per share of Class A common stock, diluted		$	0.77	$	(0.92)
Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Basic	Basic	70,212		70,518		70,469		70,240		Basic		61,005		70,728
Diluted	Diluted	117,787		70,518		117,639		70,240		Diluted		107,701		70,728

Comprehensive income (loss)	Comprehensive income (loss)	$	143,419	$	(118,981)	$	36,856	$	(297,443)	Comprehensive income (loss)		$	92,245	$	(106,563)
Less: comprehensive income (loss) attributable to noncontrolling interests	Less: comprehensive income (loss) attributable to noncontrolling interests	56,662		(47,100)		14,877		(72,962)		Less: comprehensive income (loss) attributable to noncontrolling interests		43,899		(41,785)
Comprehensive income (loss) attributable to Red Rock Resorts, Inc.	Comprehensive income (loss) attributable to Red Rock Resorts, Inc.	$	86,757	$	(71,881)	$	21,979	$	(224,481)	Comprehensive income (loss) attributable to Red Rock Resorts, Inc.		$	48,346	$	(64,778)

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

Table of Contents

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(amounts in thousands)

(unaudited)


		Red Rock Resorts, Inc. Stockholders’ Equity																					Red Rock Resorts, Inc. Stockholders’ Equity
		Common stock						Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive loss			Noncontrolling interest			Total stockholders’ equity				Common stock														Additional paid-in capital				Retained earnings			Noncontrolling interest		Total stockholders’ equity
		Class A			Class B																		Class A							Class B																	Noncontrolling interest
		Shares	Amount		Shares	Amount						Accumulated deficit											Shares				Amount			Shares			Amount
Balances, March 31, 2021		71,002	710		45,986	1		373,278		(97,849)			(624)			202,250			477,766
Balances, December 31, 2021																			Balances, December 31, 2021		61,427				$	614			45,986		$	1			$	55,028			$	3,851				$	(9,461)		$	50,033
Net income	Net income	—	—		—	—		—		86,714					—			56,636				143,350		Net income	—				—		—				—				—				48,346				43,899		92,245
Other comprehensive income, net of tax		—	—		—	—		—		—			43			26			69

Share-based compensation	Share-based compensation	—	—		—	—		3,373		—			—			—			3,373			Share-based compensation	—				—			—			—				3,542				—			—			3,542
Distributions	Distributions	—	—		—	—		—		—			—			(23,833)			(23,833)			Distributions	—				—			—			—				—				—			(21,798)			(21,798)
Dividends	Dividends	—	—		—	—		—		6			—			—			6			Dividends	—				—			—			—				—				(15,255)			—			(15,255)
Stock option exercises and issuance of restricted stock, net	Stock option exercises and issuance of restricted stock, net	54	1		—	—		673		—			—			—			674			Stock option exercises and issuance of restricted stock, net	270				3			—			—				(1,213)				—			—			(1,210)
Repurchases of Class A common stock	Repurchases of Class A common stock	(682)	(7)		—	—		(26,570)		—			—			—			(26,577)			Repurchases of Class A common stock	(225)				(2)			—			—				(10,772)				—			—			(10,774)

Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—	—		—	—		(2,385)		—			(1)			2,386			—			Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—				—			—			—				3,667				—			(3,667)			—
Balances, June 30, 2021		70,374	$	704	45,986	$	1	$	348,369	$	(11,129)		$	(582)		$	237,465		$	574,828
Balances, March 31, 2022																						Balances, March 31, 2022	61,472				$	615		45,986			$	1			$	50,252			$	36,942		$	8,973		$	96,783

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

Table of Contents

RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

(amounts in thousands)

(unaudited)


		Red Rock Resorts, Inc. Stockholders’ Equity																					Red Rock Resorts, Inc. Stockholders’ Equity
		Common stock						Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive loss			Noncontrolling interest			Total stockholders’ equity				Common stock														Additional paid-in capital				Accumulated deficit			Accumulated other comprehensive loss				Noncontrolling interest				Total stockholders’ equity
		Class A			Class B																		Class A							Class B
		Shares	Amount		Shares	Amount						Accumulated deficit											Shares				Amount			Shares			Amount										Accumulated deficit
Balances, March 31, 2020		71,141	711		46,186	1		380,966		(34,889)			(1,040)			249,130			594,879
Balances, December 31, 2020																			Balances, December 31, 2020		71,228				$	712			46,086		$	1			$	385,579			$	(33,071)	$	(623)				$	252,043			$	604,641
Net loss	Net loss	—	—		—	—		—		(71,542)					—			(46,875)				(118,417)		Net loss	—				—		—				—				—					(64,778)				—				(41,785)		(106,563)
Other comprehensive loss, net of tax		—	—		—	—		—		—			(339)			(225)			(564)

Share-based compensation	Share-based compensation	—	—		—	—		3,592		—			—			—			3,592			Share-based compensation	—				—			—			—				2,741				—			—				—				2,741

Dividends		—	—		—	—		—		11			—			—			11
Distributions																						Distributions	—				—			—			—				—				—			—				(7,561)				(7,561)
Stock option exercises and issuance of restricted stock, net	Stock option exercises and issuance of restricted stock, net	(13)	0		—	—		0		—			—			—			0			Stock option exercises and issuance of restricted stock, net	171				2			—			—				(319)				—			—				—				(317)

Exchanges of noncontrolling interests for Class A common stock		100	1		(100)	0		398		—			0			(399)			0
Tax receivable agreement liability resulting from exchanges of noncontrolling interests for Class A common stock		—	—		—	—		(348)		—			—			—			(348)
Repurchases of Class A common stock																						Repurchases of Class A common stock	(397)				(4)			—			—				(11,708)				—			—				—				(11,712)
Exchanges of noncontrolling interests for cash																						Exchanges of noncontrolling interests for cash	—				—			(100)			—				(2,223)				—			(1)				(598)				(2,822)
Tax receivable agreement liability resulting from exchanges of noncontrolling interests for cash																						Tax receivable agreement liability resulting from exchanges of noncontrolling interests for cash	—				—			—			—				(641)				—			—				—				(641)

Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—	—		—	—		(1,362)		—			(3)			1,365			—			Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	—				—			—			—				(151)				—			—				151				—
Balances, June 30, 2020		71,228	$	712	46,086	$	1	$	383,246	$	(106,420)		$	(1,382)		$	202,996		$	479,153
Balances, March 31, 2021																						Balances, March 31, 2021	71,002				$	710		45,986			$	1			$	373,278			$	(97,849)		$	(624)			$	202,250			$	477,766

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

~~Table of Contents~~

~~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 Accumulated deficit Accumulated other comprehensive loss Noncontrolling interest Total stockholders’ equity
Class A Class B
Shares Amount Shares Amount
Balances,
December 31, 2020 71,228 $ 712 46,086 $ 1 $ 385,579 $ (33,071) $ (623) $ 252,043 $ 604,641
Net income — — — — — 21,936 — 14,851 36,787
Other comprehensive income, net of tax — — — — — — 43 26 69
Share-based compensation — — — — 6,114 — — — 6,114
Distributions — — — — — — — (31,394) (31,394)
Dividends — — — — — 6 — — 6
Stock option exercises and issuance of restricted stock, net 225 3 — — 354 — — — 357
Repurchases of Class A common stock (1,079) (11) — — (38,278) — — — (38,289)
Exchanges of noncontrolling interests for cash — — (100) 0 (2,223) — (1) (598) (2,822)
Tax receivable agreement liability resulting from exchanges of noncontrolling interests for cash — — — — (641) — — — (641)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco — — — — (2,536) — (1) 2,537 —
Balances,
June 30, 2021 70,374 $ 704 45,986 $ 1 $ 348,369 $ (11,129) $ (582) $ 237,465 $ 574,828

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

~~Table of Contents~~

~~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 (accumulated deficit) Accumulated other comprehensive loss Noncontrolling interest Total stockholders’ equity
Class A Class B
Shares Amount Shares Amount
Balances,
December 31, 2019 70,465 $ 705 46,827 $ 1 $ 376,229 $ 124,423 $ (641) $ 281,880 $ 782,597
Net loss — — — — — (223,741) — (72,476) (296,217)
Other comprehensive loss, net of tax — — — — — — (740) (486) (1,226)
Share-based compensation — — — — 7,649 — — — 7,649
Distributions — — — — — — — (4,620) (4,620)
Dividends — — — — — (7,102) — — (7,102)
Stock option exercises and issuance of restricted stock, net 28 0 — — 485 — — — 485
Repurchases of Class A common stock (6) 0 — — (68) — — — (68)
Exchanges of noncontrolling interests for Class A common stock 741 7 (741) 0 4,404 — 1 (4,412) 0
Tax receivable agreement liability resulting from exchanges of noncontrolling interests for Class A common stock — — — — (2,345) — — — (2,345)
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco — — — — (3,108) — (2) 3,110 —
Balances,
June 30, 2020 71,228 $ 712 46,086 $ 1 $ 383,246 $ (106,420) $ (1,382) $ 202,996 $ 479,153

~~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)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	36,787	$	(296,217)	Net income (loss)	$	92,245	$	(106,563)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	90,415		116,458		Depreciation and amortization	33,425		54,255
Change in fair value of derivative instruments		214		21,260
Reclassification of unrealized gain on derivative instruments into income		0		(1,302)
Write-downs and other charges, net		312		6,458

Write-downs and other, net						Write-downs and other, net	168		(66)
Asset impairment	Asset impairment	167,777		0		Asset impairment	—		169,733
Amortization of debt discount and debt issuance costs	Amortization of debt discount and debt issuance costs	4,808		5,493		Amortization of debt discount and debt issuance costs	2,425		2,411
Share-based compensation	Share-based compensation	6,114		7,642		Share-based compensation	3,505		2,741
Loss on extinguishment/modification of debt, net		8,140		247
Loss on extinguishment of debt						Loss on extinguishment of debt	—		8,140
Deferred income tax	Deferred income tax	0		113,185		Deferred income tax	6,114		—
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Receivables, net	Receivables, net	428		149		Receivables, net	1,867		(167)
Inventories and prepaid expenses	Inventories and prepaid expenses	(16,608)		8,102		Inventories and prepaid expenses	(1,900)		(7,492)
Accounts payable	Accounts payable	3,485		(14,398)		Accounts payable	766		(178)
Accrued interest payable	Accrued interest payable	(3,126)		13,316		Accrued interest payable	(2,051)		(7,330)
Income tax receivable/payable, net						Income tax receivable/payable, net	4,100		217
Other accrued liabilities	Other accrued liabilities	12,046		(39,117)		Other accrued liabilities	16,568		2,966
Other, net	Other, net	1,791		2,309		Other, net	233		1,093
Net cash provided by (used in) operating activities		312,583		(56,415)
Net cash provided by operating activities						Net cash provided by operating activities	157,465		119,760
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures, net of related payables	Capital expenditures, net of related payables	(20,149)		(41,278)		Capital expenditures, net of related payables	(38,945)		(8,010)
Native American development costs	Native American development costs	(4,388)		(232)		Native American development costs	(1,200)		(2,744)
Net settlement of derivative instruments	Net settlement of derivative instruments	(11,526)		(3,146)		Net settlement of derivative instruments	—		(5,648)
Other, net	Other, net	462		4,823		Other, net	14		150
Net cash used in investing activities	Net cash used in investing activities	(35,601)		(39,833)		Net cash used in investing activities	(40,131)		(16,252)

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RED ROCK RESORTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(amounts in thousands)

(unaudited)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings under credit agreements with original maturity dates greater than three months	Borrowings under credit agreements with original maturity dates greater than three months	220,000		1,057,500		Borrowings under credit agreements with original maturity dates greater than three months	—		220,000
Payments under credit agreements with original maturity dates greater than three months	Payments under credit agreements with original maturity dates greater than three months	(197,889)		(1,535,877)		Payments under credit agreements with original maturity dates greater than three months	(6,195)		(47,693)
Proceeds from issuance of 4.50% Senior Notes		0		750,000
Partial redemption of 5.00% Senior Notes	Partial redemption of 5.00% Senior Notes	(250,000)		0		Partial redemption of 5.00% Senior Notes	—		(250,000)
Cash paid for early extinguishment of debt	Cash paid for early extinguishment of debt	(6,250)		(8,228)		Cash paid for early extinguishment of debt	—		(6,250)
Distributions to noncontrolling interests	Distributions to noncontrolling interests	(31,394)		(4,620)		Distributions to noncontrolling interests	(21,798)		(7,561)
Repurchases of Class A common stock	Repurchases of Class A common stock	(38,289)		(68)		Repurchases of Class A common stock	(10,774)		(11,712)
Exchanges of noncontrolling interests for cash	Exchanges of noncontrolling interests for cash	(2,822)		0		Exchanges of noncontrolling interests for cash	—		(2,822)
Dividends paid	Dividends paid	0		(7,140)		Dividends paid	(15,789)		—
Payment of debt issuance costs		0		(13,703)
Other, net	Other, net	(257)		(47)		Other, net	(1,493)		(591)
Net cash (used in) provided by financing activities		(306,901)		237,817
(Decrease) increase in cash, cash equivalents and restricted cash		(29,919)		141,569
Net cash used in financing activities						Net cash used in financing activities	(56,049)		(106,629)
Increase (decrease) in cash, cash equivalents and restricted cash						Increase (decrease) in cash, cash equivalents and restricted cash	61,285		(3,121)
Balance, beginning of period	Balance, beginning of period	125,705		132,915		Balance, beginning of period	307,255		125,705
Balance, end of period	Balance, end of period	$	95,786	$	274,484	Balance, end of period	$	368,540	$	122,584
Cash, cash equivalents and restricted cash:	Cash, cash equivalents and restricted cash:					Cash, cash equivalents and restricted cash:
Cash and cash equivalents	Cash and cash equivalents	$	90,988	$	270,124	Cash and cash equivalents	$	336,566	$	117,908
Restricted cash	Restricted cash	0		4,360		Restricted cash	31,974		—
Cash, cash equivalents and restricted cash included in assets held for sale	Cash, cash equivalents and restricted cash included in assets held for sale	4,798		0		Cash, cash equivalents and restricted cash included in assets held for sale	—		4,676
Balance, end of period	Balance, end of period	$	95,786	$	274,484	Balance, end of period	$	368,540	$	122,584
Supplemental cash flow disclosures:	Supplemental cash flow disclosures:					Supplemental cash flow disclosures:
Cash paid for interest		$	51,234	$	54,268
Cash paid for income taxes		$	739	$	0
Cash paid for interest, net of $417 and $0 capitalized, respectively						Cash paid for interest, net of $417 and $0 capitalized, respectively	$	26,301	$	32,207

Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	Capital expenditures incurred but not yet paid	$	9,299	$	10,126	Capital expenditures incurred but not yet paid	$	23,804	$	7,719

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

108

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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 109 major gaming and entertainment facilities and 10 smaller casino properties (3 of which are 50% owned) in the Las Vegas regional market.

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 ~~June 30, 2021,~~March 31, 2022, the Company held ~~61%~~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.

~~While~~At March 31, 2022, 3 of the COVID-19 pandemic (“COVID-19”) is still ongoing, the state-mandated occupancy and other operational restrictions that were first imposed in March 2020 were lifted as of June 1, 2021. Subsequent to June 30, 2021, the Company was subject to a new state-mandated rule requiring all employees and guests to wear face coverings while indoors in public spaces. At June 30, 2021, theCompany’s properties, Texas Station, Fiesta Henderson and Fiesta Rancho, ~~and Palms Casino Resort (“Palms”) properties~~ have not ~~reopened.~~reopened since their closure in March 2020 to comply with a statewide emergency order mandating the closure of Nevada casinos as a result of the ongoing COVID-19 pandemic. The Company will continue to assess the performance of its open properties, as well as ~~the recovery of~~ the Las Vegas market and the economy as a whole, before considering whether to reopen some or all of the remaining properties. The Company has no current plans to reopen any of these properties in 2021. As a result of the pandemic, the temporary closure of all of the Company’s properties from March 17, 2020 through June 3, 2020 and the ongoing closure of four of its properties, the Company’s operating results for the three and six months ended June 30, 2021 are not comparable with those of the prior periods presented.2022.

A subsidiary of Station LLC ~~also~~ managed Graton Resort, a casino in northern California, on behalf of a Native American tribe through February 5, 2021. The property was temporarily closed from March 17, 2020 through June 17, 2020 as a result of the COVID-19 pandemic. The management agreement was originally expected to expire in November 2020 but was extended as a result of the pandemic through February 5, 2021, when the tribe terminated the Company’s management role at the facility. Whether the management agreement provides for an additional extension beyond that date is in dispute.

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, ~~2020.~~2021. Certain amounts in the condensed consolidated financial statements for the prior year have been reclassified to be consistent with the current year presentation. During the three months ended March 31, 2022, management determined that the held for sale criteria were no longer met for a parcel of land that was previously classified as held for sale, and the carrying amount of $50.6 million was reclassified to Land held for development at December 31, 2021.

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 3 50% owned smaller casino properties which are joint ventures accounted for using the equity method.

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

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, ~~2020.~~

~~Recently Adopted Accounting Standards~~

In December 2019, the Financial Accounting Standards Board issued amended accounting guidance to simplify the accounting for income taxes. The amendment eliminates certain exceptions related to the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The amendment also simplifies other aspects of the accounting for income taxes. The Company adopted this guidance on January 1, 2021. ~~The adoption did not have a material impact on the Company’s financial position or results of operations.~~

2. ~~Assets Held for Sale~~

The Company classifies assets as held for sale when a sale is probable of completion within one year and the asset or asset group meets all of the accounting requirements to be classified as held for sale. Assets held for sale and any related liabilities are presented as single asset and liability amounts on the balance sheet with a valuation allowance, if necessary, to reduce the carrying amount of the net assets to the lower of carrying amount or estimated fair value less cost to sell. Estimates are required to determine the fair value and the related disposal costs. The estimated fair value is generally based on market comparables, solicited offers or a discounted cash flow model. In subsequent periods, the valuation allowance may be adjusted based on changes in management’s estimate of fair value less cost to sell. Depreciation and amortization of long-lived assets are not recorded during the period in which such assets are classified as held for sale.

On May 3, 2021, the Company entered into an agreement to sell the equity interests in the entity that holds Palms to a third-party buyer for aggregate consideration of $650.0 million. The sale is anticipated to close in the fourth quarter of 2021. Accordingly, the net assets of Palms that are expected to be disposed were reclassified to held for sale, and the Company recorded an asset impairment charge of $167.8 million to reduce the carrying amount of the disposal group to its estimated fair value less cost to sell.

~~The carrying amounts of the assets and liabilities held for sale related to Palms are presented below (amounts in thousands):~~


	~~June 30, 2021~~
~~Assets~~
~~Cash and cash equivalents~~	$	33
~~Restricted cash~~	~~4,765~~
~~Other current assets~~	56
~~Property and equipment~~	~~779,705~~
~~Intangible assets, net~~	~~11,784~~
~~Other assets, net~~	~~14,859~~
~~Valuation allowance on assets held for sale~~	~~(167,647)~~
~~Assets held for sale~~	$	~~643,555~~

~~Liabilities~~
~~Current liabilities~~	$	~~1,868~~
~~Other long-term liabilities~~	~~2,137~~
~~Liabilities related to assets held for sale~~	$	~~4,005~~

For the three months ended June 30, 2021, Palms generated net revenues of $5.5 million and pretax income of $0.4 million. For the six months ended June 30, 2021, Palms generated net revenues of $9.6 million and pretax losses of $189.2

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~~RED ROCK RESORTS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

million, which included the $167.8 million asset impairment charge. For the three and six months ended June 30, 2020, Palms generated net revenues of $0.9 million and $48.1 million, respectively, and pretax losses of $29.5 million and $54.7 million, respectively.

In addition to the net assets of Palms presented above, assets held for sale also included an undeveloped land parcel that is expected to be sold within one year, with an aggregate carrying amount of $12.6 million at June 30, 2021 and December 31, 2020. In the second quarter of 2021, management determined that the held for sale criteria were no longer met for two parcels of land that were previously classified as held for sale, and the carrying amount of $24.3 million was reclassified to Land held for development at December 31, 2020.

3. 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, and the~~Holdco. The interests in Station Holdco not owned by Red Rock are presented within noncontrolling interest in the condensed consolidated financial statements. In February 2021, a noncontrolling interest holder unaffiliated with Red Rock exchanged 100,000 LLC Units, together with an equal number of Class B common shares, for cash at the election of the Company, which increased Red Rock’s percentage ownership in Station Holdco. NaN Class B common shares and LLC Units were exchanged during the three months ended June 30, 2021. During the three and six months ended June 30, 2020, approximately 100,000 and 741,000 LLC Units, respectively, together with an equal number of Class B common shares held by noncontrolling interest holders, were exchanged for Class A common shares, which increased Red Rock’s ownership interest in Station Holdco.

The ownership of the LLC Units is summarized as follows:


		June 30, 2021			December 31, 2020				March 31, 2022			December 31, 2021
		Units	Ownership %		Units	Ownership %			Units	Ownership %		Units	Ownership %
Red Rock	Red Rock	71,288,051	60.8	%	71,228,168	60.7	%	Red Rock	64,472,873	58.4	%	64,425,248	58.4	%
Noncontrolling interest holders	Noncontrolling interest holders	45,985,804	39.2	%	46,085,804	39.3	%	Noncontrolling interest holders	45,985,804	41.6	%	45,985,804	41.6	%
Total	Total	117,273,855	100.0	%	117,313,972	100.0	%	Total	110,458,677	100.0	%	110,411,052	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.

4.3. 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. Pursuant to those agreements, the Company will assist the Mono in developing and operating a gaming and entertainment facility (the “North Fork Project”) to be located in Madera County, California. 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 $350 million and $400 million. Development of the North Fork Project is subject to certain governmental and regulatory approvals, including, without limitation, approval of the management agreement by the ~~Chairman~~Chair of the National Indian Gaming Commission (“NIGC”).

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 ~~June 30, 2021,~~March 31, 2022, the Company has paid approximately ~~$41.1~~$50.3 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 advances are expected to be repaid from the proceeds of the project’s financing or from the Mono’s cash flows from the North Fork Project’s operations; however, there can be no assurance that the advances will be repaid. The carrying amount of the advances was

~~Table of Contents~~

~~RED ROCK RESORTS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

reduced to fair value upon the Company’s adoption of fresh-start reporting in 2011. At ~~June 30, 2021,~~March 31, 2022, the carrying amount of the advances was ~~$26.0~~$35.2 million. ~~In accordance with the Company’s accounting policy, accrued interest~~The Company earns a return on the advances ~~will not be recognized in income until~~to the ~~carrying~~Mono. Due to uncertainty surrounding the timing and amount of the ~~advances has been recovered.~~stated return, the Company recognizes the return when it is received.

The Company ~~will~~expects to receive a development fee of 4% of the costs of construction (as defined in the Development Agreement) for its development services, which will be paid upon the commencement of gaming operations at the facility. In March 2018, the Mono submitted a proposed Third Amended and Restated Management Agreement (the “Management

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Agreement”) to the NIGC. The Management Agreement allows the Company to receive a management fee of 30% of the North Fork Project’s net income. The Management Agreement and the Development Agreement have a term of seven years from the opening of the North Fork Project. The Management Agreement includes termination provisions whereby either party may terminate the agreement for cause, and the Management Agreement may also be terminated at any time upon agreement of the parties. There is no provision in the Management Agreement allowing the tribe to buy-out the agreement prior to its expiration. The 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.

Upon termination or expiration of the Management Agreement and Development Agreement, the Mono will continue to be obligated to repay any unpaid principal and interest on the advances from the Company, as well as certain other amounts that may be due, such as management fees. Amounts due to the Company under the Development Agreement and Management Agreement are secured by substantially all of the assets of the North Fork Project except the North Fork Site. In addition, the Development Agreement and Management Agreement 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 this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. The Company currently estimates that construction of the North Fork Project may begin in the next ~~three~~six months and estimates that the North Fork Project would be completed and opened for business approximately 15 to 18 months after construction begins. There can be no assurance, however, that the North Fork Project will be completed and opened within this time frame or at all. The Company expects to assist the Mono in obtaining financing for the North Fork Project once all necessary regulatory approvals have been received and prior to commencement of construction; however, there can be no assurance that the Company will be able to obtain such financing for the North Fork Project on acceptable terms or at all.

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 ~~June 30, 2021.~~March 31, 2022. 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 all milestones and the successful resolution of all litigation and contingencies. There can be no assurance that the North Fork Project will be successfully completed or that future 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.

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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 ~~June 30, 2021~~March 31, 2022 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. Approval of the Management Agreement by the NIGC is expected to occur following the Mono’s response to the 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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Following is a discussion of ~~certain~~the unresolved legal ~~matters~~matter related to the North Fork Project.

~~Stand Up For California! v. Brown.~~ In March 2013, Stand Up for California! and Barbara Leach, a local resident (collectively, the “Stand Up” plaintiffs), filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against California Governor Edmund G. Brown, Jr., alleging that Governor Brown violated the California constitutional separation-of-powers doctrine when he concurred in 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 “North Fork Determination”). The complaint sought to vacate and set aside the Governor’s concurrence. Plaintiffs’ complaint was subsequently amended to include a challenge to the constitutionality of AB 277. The Mono intervened as a defendant in the lawsuit. In March 2014, the court dismissed plaintiffs’ amended complaint, which dismissal was appealed by plaintiffs. In December 2016, the California Court of Appeal, Fifth Appellate District (the “Fifth District Court of Appeal”) ruled in favor of the Stand Up plaintiffs concluding that Governor Brown exceeded his authority in concurring in the North Fork Determination. The Mono and the State filed petitions in the Supreme Court of California seeking review of the Fifth District Court of Appeal’s decision, which petitions for review were granted in March 2017. The Supreme Court of California deferred additional briefing or other action in this matter pending consideration and disposition of a similar issue in ~~United Auburn Indian Community of Auburn Rancheria v. Brown.~~ ~~On August 31, 2020 the Supreme Court of California announced its decision in the~~ ~~United Auburn~~ ~~case, concluding that Governor Brown’s concurrence in that case did not exceed his authority. On October 14, 2020, the Supreme Court of California transferred the~~ ~~Stand Up~~ ~~case back to the Fifth District Court of Appeal with directions to vacate its December 2016 decision against the Mono and the State and to reconsider the matter in light of the~~ ~~United Auburn~~ decision. The Fifth District Court of Appeal permitted supplemental briefing in connection with its reconsideration of the matter, which briefing was completed on February 10, 2021. In May 2021, the Fifth District Court of Appeal ruled in favor of the ~~Stand Up~~ plaintiffs, concluding that the referendum which rejected the California legislature’s ratification of the North Fork compact also impliedly and retroactively annulled Governor Brown’s concurrence in the North Fork Determination. In June 2021, the Mono and the State filed petitions in the Supreme Court of California seeking review of the Fifth District Court of Appeal’s decision.

Picayune Rancheria of Chukchansi Indians v. Brown. 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 ~~Determination.~~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. In July~~concurrence and was stayed from December 2016 to September 2021, when the ~~court granted~~Supreme Court of California denied the Mono’s ~~application to intervene~~ and the Mono filed a demurrer seeking to dismiss the case. In November 2016, the district court dismissed Picayune’s complaint, but the court subsequently vacated its ruling based on the December 2016 decision by the Fifth District CourtState of ~~Appeal~~California’s petition for review in Stand Up for California! v. Brown. ~~The case has been stayed since 2017 pending~~As a ~~decision by the California Supreme Court in~~ ~~Stand Up for California! v. Brown~~.

~~Stand Up for California! et. al. v. United States Department~~result of the ~~Interior.~~ ~~In November 2016, Stand Up for California! and other plaintiffs filed a complaint in the United States District Court for the Eastern District~~denial, litigation of California (the “District Court”) alleging that the DOI’s issuance of Secretarial Procedures for the Mono was subject to the National Environmental Policies Act (“NEPA”) and the Clean Air Act (the “CAA”), and violate the Johnson Act. The complaint further alleges violationsthis matter has resumed.

4. Other Accrued Liabilities

Other accrued liabilities consisted of the ~~Freedom of Information Act and the Administrative Procedures Act. The DOI filed its answer to the complaint~~following (amounts in February 2017 denying plaintiffs’ claims and asserting certain affirmative defenses. A motion to intervene filed by the Mono was granted in March 2017. Plaintiffs subsequently filed a motion to stay the proceedings in May 2017. Briefing on the contested stay request concluded in July 2017 and briefing on cross-motions for summary judgment was concluded in September 2017. On July 18, 2018, the court denied plaintiffs’ motion to stay the proceedings and granted the summary judgment motions of the Mono and the federal defendants. On September 11, 2018, plaintiffs filed a notice of appeal of the District Court decision with the United States Court of Appeals for the Ninth Circuit. The briefing of the issues on appeal was completed on June 13, 2019. The Ninth Circuit heard oral argument on February 11, 2020 and in May 2020 rendered a decision affirming the grant of summary judgment on the Johnson Act issues and reversing and remanding for further proceedings the portion of the summary judgment decision relating to NEPA and the CAA. The briefing on the portion of the case that was reversed and remanded was completed in January 2021 and on August 5, 2021, the District Court denied plaintiffs’ renewed motion for summary judgment and granted the Mono’s renewed motions for summary judgment.thousands):


	March 31, 2022		December 31, 2021
Contract and customer-related liabilities:
Rewards Program liability	$	12,435	$	12,711
Advance deposits and future wagers	14,560		15,897
Unpaid wagers, outstanding chips and other customer-related liabilities	22,003		21,963
Other accrued liabilities:
Accrued payroll and related	35,917		30,019
Accrued gaming and related	27,385		25,372
Construction payables and equipment purchase accruals	24,200		15,437
Operating lease liabilities, current portion	3,081		2,976
Other	29,295		21,999
	$	168,876	$	146,374

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5. ~~Other Accrued Liabilities~~

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

June 30,
2021 December 31, 2020
Contract and customer-related liabilities:
Rewards Program liability $ 14,111 $ 17,465
Advance deposits and future wagers 12,631 11,854
Unpaid wagers, outstanding chips and other customer-related liabilities 19,422 18,248
Other accrued liabilities:
Accrued payroll and related 39,696 41,026
Accrued gaming and related 26,296 20,316
Construction payables and equipment purchase accruals 9,310 3,710
Operating lease liabilities, current portion 3,394 2,936
Interest rate swaps 452 11,758
Other 23,565 18,764
$ 148,877 $ 146,077

6. Long-term Debt

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

June 30,
2021 December 31, 2020
Term Loan B Facility due February 7, 2027, interest at a margin above LIBOR or base rate (2.50% at June 30, 2021 and December 31, 2020), net of unamortized discount and deferred issuance costs of $27.2 million and $29.5 million at June 30, 2021 and December 31, 2020, respectively $ 1,469,057 $ 1,470,944
Term Loan A Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.85% and 1.90% at June 30, 2021 and December 31, 2020, respectively), net of unamortized discount and deferred issuance costs of $1.9 million and $2.2 million at June 30, 2021 and December 31, 2020, respectively 175,265 179,712
Revolving Credit Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.86% at June 30, 2021) 31,000 0
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $7.1 million and $7.6 million at June 30, 2021 and December 31, 2020, respectively 683,708 683,257
5.00% Senior Notes due October 1, 2025, net of unamortized deferred issuance costs of $2.0 million and $4.1 million at June 30, 2021 and December 31, 2020, respectively 278,383 526,260
Other long-term debt, weighted-average interest of 3.82% and 3.83% at June 30, 2021 and December 31, 2020, respectively, net of unamortized discount and deferred issuance costs of $0.3 million and $0.4 million at June 30, 2021 and December 31, 2020, respectively 41,317 41,834
Total long-term debt 2,678,730 2,902,007
Current portion of long-term debt (25,900) (22,844)
Total long-term debt, net $ 2,652,830 $ 2,879,163


	March 31, 2022		December 31, 2021
Term Loan B Facility due February 7, 2027, interest at a margin above LIBOR or base rate (2.71% and 2.50% at March 31, 2022 and December 31, 2021, respectively), net of unamortized discount and deferred issuance costs of $23.7 million and $24.9 million at March 31, 2022 and December 31, 2021, respectively	$	1,461,047	$	1,463,731
Term Loan A Facility due February 7, 2025, interest at a margin above LIBOR or base rate (1.96% and 1.61% at March 31, 2022 and December 31, 2021, respectively), net of unamortized discount and deferred issuance costs of $1.5 million and $1.6 million at March 31, 2022 and December 31, 2021, respectively	168,591		170,819
Revolving Credit Facility due February 7, 2025, interest at a margin above LIBOR or base rate	—		—
4.625% Senior Notes due December 1, 2031, net of unamortized deferred issuance costs of $5.9 million and $6.0 million at March 31, 2022 and December 31, 2021, respectively	494,134		494,015
4.50% Senior Notes due February 15, 2028, net of unamortized discount and deferred issuance costs of $6.4 million and $6.6 million at March 31, 2022 and December 31, 2021, respectively	684,404		684,170
Other long-term debt, weighted-average interest of 3.82% at March 31, 2022 and December 31, 2021, net of unamortized discount and deferred issuance costs of $0.3 million at March 31, 2022 and December 31, 2021	40,529		40,789
Total long-term debt	2,848,705		2,853,524
Current portion of long-term debt	(25,931)		(25,921)
Total long-term debt, net	$	2,822,774	$	2,827,603

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”). ~~As last amended in February 2020, the~~The Term Loan B Facility bears 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~~. The Term Loan A Facility and Revolving Credit Facility bear 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

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~~(UNAUDITED)~~

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 ~~6.50~~6.25 to 1.00 at ~~June 30, 2021~~March 31, 2022 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 default of such financial ratio covenants. Management believes the Company was in compliance with all applicable covenants at ~~June 30, 2021.~~March 31, 2022.

Revolving Credit Facility

At ~~June 30, 2021,~~March 31, 2022, Station LLC’s borrowing availability under its Revolving Credit Facility, subject to continued compliance with the terms of the Credit Facility, was ~~$970.7 million,~~$1.0 billion, which was net of ~~$31.0 million in outstanding borrowings and~~ $29.4 million in outstanding letters of credit and similar obligations. ~~The outstanding borrowings were repaid subsequent to June 30, 2021.~~

~~Senior Notes~~

On February 22, 2021, Station LLC redeemed $250.0 million in aggregate principal amount of its 5.00% Senior Notes at a redemption price equal to 102.50% of the principal amount of such notes. Following the redemption, $280.3 million in aggregate principal amount of 5.00% Senior Notes remained outstanding. The partial redemption was funded using borrowings under the Revolving Credit Facility and cash on hand. Station LLC recognized an $8.1 million loss on debt extinguishment related to the 5.00% Senior Notes redemption, comprising a write-off of $1.8 million in unamortized deferred issuance costs related to the extinguished debt and a redemption premium of $6.3 million.

~~7. Derivative Instruments~~

The Company’s objective when using derivative instruments is to manage its exposure to interest rate movements. To accomplish this objective, the Company may use interest rate swaps as a part of its cash flow hedging strategy. The Company does not designate derivative financial instruments in cash flow hedging relationships nor use them for trading or speculative purposes.

At June 30, 2021, Station LLC was party to interest rate swap agreements under which it received variable-rate payments in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The interest rate swaps had a weighted-average fixed pay rate of 1.94%, a combined notional amount of $1.3 billion and effectively converted $1.3 billion of Station LLC’s variable interest rate debt to a fixed rate of 4.06% at June 30, 2021. The interest rate swaps expired on July 8, 2021.

Derivative instruments are presented at fair value, exclusive of accrued interest, in Other accrued liabilities on the Condensed Consolidated Balance Sheets, and the Company does not offset derivative asset and liability positions when interest rate swap agreements are held with the same counterparty. Changes in the fair values of derivative instruments not designated in hedge accounting relationships and the related pretax gains and losses are presented in Change in fair value of derivative instruments in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in the period in which the change occurs.

Station LLC has not posted any collateral related to its interest rate swap agreements; however, Station LLC’s obligations under the interest rate swap agreements were subject to the security and guarantee arrangements applicable to the Credit Facility. The interest rate swap agreements contained a cross-default provision under which Station LLC could be declared in default on its obligation under such agreements if certain conditions of default exist on the Credit Facility. At June 30, 2021, the termination value of Station LLC’s interest rate swaps, including accrued interest, was a net liability of $1.9 million. Had Station LLC been in breach of the provisions of its swap agreements, it could have been required to pay the termination value to settle the obligations.

Certain of Station LLC’s interest rate swaps were previously designated in cash flow hedging relationships until their dedesignation in June 2017. Accordingly, associated cumulative deferred net gains, which were previously recognized in accumulated other comprehensive loss, were amortized as a reduction of interest expense through July 2020 as the hedged interest payments occurred. During the three and six months ended June 30, 2020, $0.6 million and $1.3 million, respectively, in deferred net gains were reclassified from accumulated other comprehensive loss to Interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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~~(UNAUDITED)~~

~~8. Fair Value Measurements~~

~~Assets and Liabilities Measured at Fair Value on a Recurring Basis~~

Information about the Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, is presented below (amounts in thousands):

June 30,
2021 December 31, 2020 Level of Fair Value Hierarchy
Liabilities
Interest rate swaps $ 452 $ 11,758 Level 2 - Significant unobservable inputs

The fair values of Station LLC’s interest rate swaps were determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the interest rate swaps. This analysis reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. Station LLC incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the counterparty’s nonperformance risk in the fair value measurement. The Company had 0 financial assets measured at fair value on a recurring basis at June 30, 2021 or December 31, 2020.

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):


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Aggregate fair value	Aggregate fair value	$	2,719	$	2,936	Aggregate fair value	$	2,750	$	2,887
Aggregate carrying amount	Aggregate carrying amount	2,679		2,902		Aggregate carrying amount	2,849		2,854

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(UNAUDITED)

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.

9.6. Stockholders’ Equity

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

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Net income (loss) attributable to Red Rock Resorts, Inc.	Net income (loss) attributable to Red Rock Resorts, Inc.	$	86,714	$	(71,542)	$	21,936	$	(223,741)	Net income (loss) attributable to Red Rock Resorts, Inc.	$	48,346	$	(64,778)
Transfers from (to) noncontrolling interests:	Transfers from (to) noncontrolling interests:									Transfers from (to) noncontrolling interests:
Exchanges of noncontrolling interests	Exchanges of noncontrolling interests	0		399		598		4,412		Exchanges of noncontrolling interests	—		598
Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	(2,386)		(1,365)		(2,537)		(3,110)		Rebalancing of ownership percentage between the Company and noncontrolling interests in Station Holdco	3,667		(151)
Net transfers (to) from noncontrolling interests		(2,386)		(966)		(1,939)		1,302
Change from net income (loss) attributable to Red Rock Resorts, Inc. and net transfers (to) from noncontrolling interests		$	84,328	$	(72,508)	$	19,997	$	(222,439)
Net transfers from noncontrolling interests										Net transfers from noncontrolling interests	3,667		447
Change from net income (loss) attributable to Red Rock Resorts, Inc. and net transfers from noncontrolling interests										Change from net income (loss) attributable to Red Rock Resorts, Inc. and net transfers from noncontrolling interests	$	52,013	$	(64,331)

Dividends

~~During the three and six months ended June 30, 2021 and the three months ended June 30, 2020, the Company paid 0 dividends. In May 2020,~~On February 18, 2022, the Company announced that its ~~Board~~board of ~~Directors~~directors had ~~suspended~~approved the ~~payment~~reinstatement of ~~dividends for~~ the ~~remainder of 2020, and~~Company’s regular quarterly dividend, which had been discontinued since May 2020. During the ~~suspension of dividend payments will continue until further notice. In the first quarter of 2020,~~three months ended March 31, 2022, the Company declared and paid a cash dividend of ~~$0.10~~$0.25 per share of Class A common stock.

~~Table~~ No dividend was paid during the three months ended March 31, 2021. On May 3, 2022, the Company announced that it would pay a dividend of ~~Contents~~

~~RED ROCK RESORTS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

$0.25 per share to holders of record as of June 16, 2022 to be paid on June 30, 2022. 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

~~In February 2019,~~As of September 2021, the Company’s board of directors had approved an equity repurchase program authorizing the repurchase of up to an aggregate of ~~$150~~$300 million of its Class A common ~~stock. In February 2021, the Company’s board of directors extended its approval of the equity repurchase program~~stock through December 31, 2022. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, the Company repurchased ~~682,428~~184,793 and ~~1,065,030~~382,602 shares, respectively, of its Class A common stock for an aggregate purchase price of ~~$26.6~~$8.8 million and ~~$37.8~~$11.2 million, respectively, and a weighted average price per share of ~~$38.94~~$47.77 and ~~$35.51,~~$29.39, respectively, in open market transactions. At ~~June 30, 2021,~~March 31, 2022, the remaining amount authorized for repurchases under the program was ~~$109.4~~$145.6 million.

~~10.~~7. 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 ~~23.2~~23.6 million shares of Class A common stock are reserved for issuance under the plan, of which approximately ~~12.5~~11.7 million shares were available for issuance at ~~June 30, 2021.~~March 31, 2022.

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


		Restricted Class A Common Stock			Stock Options				Restricted Class A Common Stock			Stock Options
		Shares	Weighted-average grant date fair value		Shares	Weighted-average exercise price			Shares	Weighted-average grant date fair value		Shares	Weighted-average exercise price
Outstanding at January 1, 2021		368,811	$	27.19	6,310,657	$	25.80
Outstanding at January 1, 2022								Outstanding at January 1, 2022	392,386	$	28.47	6,562,539	$	25.67
Activity during the period:	Activity during the period:							Activity during the period:
Granted	Granted	147,930	28.66		1,295,986	28.66		Granted	214,413	47.33		1,121,407	47.34
Vested/exercised (a)	Vested/exercised (a)	(74,386)	27.74		(306,152)	23.11		Vested/exercised (a)	(152,052)	28.54		(142,813)	23.75
Forfeited/expired	Forfeited/expired	(39,121)	23.46		(293,117)	24.63		Forfeited/expired	—	—		(14,073)	23.43
Outstanding at June 30, 2021		403,234	$	27.99	7,007,374	$	26.50
Outstanding at March 31, 2022								Outstanding at March 31, 2022	454,747	$	37.34	7,527,060	$	28.93

(a)Stock options exercised included ~~190,541~~87,168 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 ~~$3.4~~$3.5 million and ~~$6.1~~$2.7 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~respectively, and $3.6 million and $7.6 million for the three and six months ended June 30, 2020,~~ respectively. At ~~June 30, 2021,~~March 31, 2022, unrecognized share-based compensation cost was ~~$30.4~~$54.9 million, which is expected to be recognized over a weighted-average period of ~~2.9~~3.4 years.

~~11.~~8. 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 current taxes are estimated for the period and the balance sheet is adjusted to reflect such taxes currently payable or receivable. The remaining tax provision or benefit is recorded as deferred taxes.

The Company’s effective tax rate for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 was ~~0.4% and 2.1%~~12.1%, ~~respectively, including discrete items,~~ as compared to ~~0.0% and (61.8)~~(0.2)% for the three ~~and six~~ months ended ~~June 30, 2020, respectively.~~March 31, 2021. The Company’s effective tax rate for the three ~~and six~~ months ended ~~June 30, 2021 as compared to~~March 31, 2022 is less than the 21% statutory rate ~~was primarily impacted by a full valuation allowance established against the deferred tax assets (“DTAs”). Other items impacting the~~because its effective tax rate ~~include~~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. In addition, state income taxes do not have a significant impact on the Company's

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~~(UNAUDITED)~~

effective rate. Station Holdco operates in Nevada and California. Nevada does not impose a state income tax and the Company's current activities in California result in minimal state income tax.

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 ~~DTA~~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 has recorded ~~DTAs~~deferred tax assets related to ~~tax attributes including~~ net operating ~~losses, interest limitations and tax credits.~~losses.

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. ~~As a result of the economic downturn and uncertainty caused by the COVID-19 pandemic on its current operating results and the considerable uncertainty that remains in the future, the~~The Company determined ~~it was more likely than not~~ that the deferred tax ~~assets will not be realized~~.

~~Historically, the Company recorded a full valuation allowance on the DTA~~asset related ~~only~~ to the LLC Units issued in the IPO and reorganization transactions ~~as the deferred tax asset relating to those units~~ 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

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(UNAUDITED)

valuation allowance through the provision for income tax or other comprehensive income, as ~~applicable, and at June 30, 2021~~applicable. At March 31, 2022 and December 31, ~~2020,~~2021, the valuation allowance was ~~$155.4 million and $160.5 million, respectively.~~$4.8 million.

The Company recorded ~~$1.2 million of~~cumulative unrecognized tax ~~benefits~~benefit liabilities (“UTB”) of $2.5 million as of ~~June 30, 2021. The Company does not currently record~~March 31, 2022 and assessed the corresponding impact of the interest and penalties ~~for unrecognized tax benefits as any recognition would result in a reduction of its net operating loss or other tax attributes and would not result in an underpayment of tax. Further,~~related to the Company does not believe that it has any tax positions for which it is reasonably possible that it will be required to record a significant liability for unrecognized tax benefits within the next twelve months.UTB.

The Company files annual income tax returns for Red Rock and Station Holdco in the U.S. federal jurisdiction and California. ~~The Internal Revenue Service (“IRS”) has concluded its examination of Red Rock for the 2016 tax year.~~ Station Holdco ~~has also concluded examination for the 2016 tax year and~~ is currently under examination by the IRS for the 2017 tax year. The Company regularly assesses the likelihood of adverse outcomes resulting from any examinations to determine the adequacy of the Company’s provision for income taxes. The ~~results of the 2016~~2017 agreed audit adjustments ~~were~~are reflected as a reduction in carryforward net operating ~~loss, deferred~~losses. The IRS has also issued a Notice of Proposed Adjustment under the 2017 tax ~~asset~~year examination. The Company is appealing this proposed adjustment relating to land lease expense in 2017.

There are no other ongoing income tax audits as of March 31, 2022. For federal income tax purposes, the years 2018, 2019, and ~~corresponding valuation allowance for~~2020 are subject to examination as the normal three-year statute of limitations expires three ~~months ended June 30, 2021.~~years after the actual filing date of the returns.

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 ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company’s liability under the TRA was ~~$28.0~~$27.2 million, ~~and $27.4 million, respectively,~~ of which $9.0 million was payable to entities related to Frank J. Fertitta III, the Company’s Chairman of the Board and Chief Executive Officer, and Lorenzo J. Fertitta, Vice Chairman of the Board and a vice president of the Company. For the ~~six~~three months ended ~~June 30,~~March 31, 2021, ~~exchanges~~an exchange of LLC Units resulted in an increase in the amount payable under the TRA liability of $0.6 million, ~~and for the three and six months ended June 30, 2020, such exchanges resulted in increases to the TRA liability of $0.3 million and $2.3 million, respectively, all of~~ which ~~were~~was recorded through stockholders’ equity. ~~NaN~~No LLC Units were exchanged during the three months ended ~~June 30, 2021.~~March 31, 2022. The Company expects to pay $6.7 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

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~~RED ROCK RESORTS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~

made within the required period after the filing of the income tax return generally accrue interest at a rate of LIBOR plus 5.00%.

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.

~~12.~~9. Earnings (Loss) Per Share

Basic earnings or loss per share is calculated by dividing net income or loss 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 or loss 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 ~~shares~~share for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 represent outstanding shares of Class B common stock, 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. For the three ~~and six~~ months ended ~~June 30, 2020,~~ March 31, 2021,

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RED ROCK RESORTS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

the Company incurred a net loss. As a result, all potentially dilutive securities ~~have been~~were excluded from the calculation of diluted loss per share for ~~those periods~~the period because their inclusion would have been antidilutive.

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Net income (loss)	Net income (loss)	$	143,350	$	(118,417)	$	36,787	$	(296,217)	Net income (loss)	$	92,245	$	(106,563)
Less: net (income) loss attributable to noncontrolling interests	Less: net (income) loss attributable to noncontrolling interests	(56,636)		46,875		(14,851)		72,476		Less: net (income) loss attributable to noncontrolling interests	(43,899)		41,785
Net income (loss) attributable to Red Rock, basic	Net income (loss) attributable to Red Rock, basic	86,714		(71,542)		21,936		(223,741)		Net income (loss) attributable to Red Rock, basic	48,346		(64,778)
Effect of dilutive securities	Effect of dilutive securities	44,732		0		11,730		0		Effect of dilutive securities	34,680		—
Net income (loss) attributable to Red Rock, diluted	Net income (loss) attributable to Red Rock, diluted	$	131,446	$	(71,542)	$	33,666	$	(223,741)	Net income (loss) attributable to Red Rock, diluted	$	83,026	$	(64,778)

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Weighted average shares of Class A common stock outstanding, basic 70,212 70,518 70,469 70,240
Effect of dilutive securities 47,575 0 47,170 0
Weighted average shares of Class A common stock outstanding, diluted 117,787 70,518 117,639 70,240

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~~RED ROCK RESORTS, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(UNAUDITED)~~


	Three Months Ended March 31,
	2022	2021
Weighted average shares of Class A common stock outstanding, basic	61,005	70,728
Effect of dilutive securities	46,696	—
Weighted average shares of Class A common stock outstanding, diluted	107,701	70,728

The calculation of diluted earnings (loss) per share of Class A common stock excluded the following potentially dilutive shares that were outstanding at ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, because their inclusion would have been antidilutive (amounts in thousands):


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended March 31,
		2021	2020	2021	2020		2022	2021
Shares of Class B common stock and LLC Units exchangeable for Class A shares		0	46,086	0	46,086
Shares of Class B common stock and LLC Units exchangeable for Class A common stock						Shares of Class B common stock and LLC Units exchangeable for Class A common stock	—	45,986
Stock options	Stock options	1,268	6,965	2,019	6,965	Stock options	1,164	7,408
Unvested restricted shares of Class A common stock	Unvested restricted shares of Class A common stock	0	632	0	632	Unvested restricted shares of Class A common stock	25	437

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.

~~13.~~10. 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. ~~In the opinion of management, such litigation is~~The Company does not ~~expected to~~believe there are any legal matters outstanding that would have a material ~~effect~~impact on ~~the Company's~~its financial condition or results of ~~operations and cash flows.~~operations.

~~14.~~11. Segments

The Company views each of its Las Vegas casino properties and each of its Native American management arrangements as individual operating segments. The Company aggregates all of its Las Vegas operating segments into 1 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 1 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 (loss) to Adjusted EBITDA are presented below (amounts in thousands).


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Net revenues	Net revenues									Net revenues
Las Vegas operations:	Las Vegas operations:									Las Vegas operations:
Casino	Casino	$	304,212	$	75,608	$	564,150	$	283,875	Casino	$	279,771	$	259,938
Food and beverage	Food and beverage	64,885		14,985		111,757		103,316		Food and beverage	65,699		46,872
Room	Room	39,150		5,491		61,094		45,567		Room	36,772		21,944
Other (a)	Other (a)	17,893		4,890		31,735		24,584		Other (a)	17,275		13,842
Management fees	Management fees	270		46		491		143		Management fees	213		221
Las Vegas operations net revenues	Las Vegas operations net revenues	426,410		101,020		769,227		457,485		Las Vegas operations net revenues	399,730		342,817
Native American management:	Native American management:									Native American management:
Management fees	Management fees	0		5,894		8,087		25,154		Management fees	—		8,087
Reportable segment net revenues	Reportable segment net revenues	426,410		106,914		777,314		482,639		Reportable segment net revenues	399,730		350,904
Corporate and other	Corporate and other	1,747		1,556		3,462		3,219		Corporate and other	1,906		1,715
Net revenues	Net revenues	$	428,157	$	108,470	$	780,776	$	485,858	Net revenues	$	401,636	$	352,619

Net income (loss)	Net income (loss)	$	143,350	$	(118,417)	$	36,787	$	(296,217)	Net income (loss)	$	92,245	$	(106,563)
Adjustments	Adjustments									Adjustments
Depreciation and amortization	Depreciation and amortization	36,160		57,924		90,415		116,458		Depreciation and amortization	33,425		54,255
Share-based compensation	Share-based compensation	3,373		3,589		6,114		7,642		Share-based compensation	3,505		2,741
Write-downs and other charges, net		1,435		15,466		1,695		24,273

Write-downs and other, net										Write-downs and other, net	10,180		260
Asset impairment	Asset impairment	(1,956)		0		167,777		0		Asset impairment	—		169,733
Losses from assets held for sale		1,441		0		1,441		0
Interest expense, net	Interest expense, net	25,614		33,980		52,881		70,038		Interest expense, net	26,674		27,267
(Gain) loss on extinguishment/modification of debt, net		0		(11,164)		8,140		247
Change in fair value of derivative instruments		86		1,250		214		21,260
Loss on extinguishment of debt										Loss on extinguishment of debt	—		8,140
Provision for income tax	Provision for income tax	581		0		798		113,185		Provision for income tax	12,719		217
Other	Other	73		121		544		163		Other	—		599
Adjusted EBITDA (b)	Adjusted EBITDA (b)	$	210,157	$	(17,251)	$	366,806	$	57,049	Adjusted EBITDA (b)	$	178,748	$	156,649

Adjusted EBITDA	Adjusted EBITDA									Adjusted EBITDA
Las Vegas operations	Las Vegas operations	$	222,589	$	(12,095)	$	383,269	$	56,390	Las Vegas operations	$	194,604	$	160,680
Native American management	Native American management	0		5,207		7,604		22,808		Native American management	(2,196)		7,604
Reportable segment Adjusted EBITDA	Reportable segment Adjusted EBITDA	222,589		(6,888)		390,873		79,198		Reportable segment Adjusted EBITDA	192,408		168,284
Corporate and other	Corporate and other	(12,432)		(10,363)		(24,067)		(22,149)		Corporate and other	(13,660)		(11,635)
Adjusted EBITDA	Adjusted EBITDA	$	210,157	$	(17,251)	$	366,806	$	57,049	Adjusted EBITDA	$	178,748	$	156,649

(a)Includes tenant lease revenue of ~~$4.0~~$4.4 million and ~~$6.7~~$2.7 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~respectively, and $2.5 million and $7.6 million for the three and six months ended June 30, 2020,~~ 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 Operations and Comprehensive Income (Loss).

(b)Adjusted EBITDA includes net income (loss) plus depreciation and amortization, share-based compensation, write-downs and other, ~~charges,~~ net, asset impairment, ~~losses from assets held for sale,~~ interest expense, net, ~~(gain)~~ loss on ~~extinguishment/modification~~extinguishment of debt, ~~net, change in fair value of derivative instruments,~~ 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 discussion and analysis of the financial condition and results of operations of Red Rock Resorts, Inc. (“we,” “our,” “us,” “Red Rock” or the “Company”) 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, ~~2020.~~2021.

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”).~~company. Station LLC is a gaming, development and management company established in 1976 that owns and operates ~~ten~~nine major gaming and entertainment facilities and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. ~~Four~~Three of our major properties had not reopened as of ~~June 30, 2021,~~March 31, 2022 as discussed ~~within~~ ~~Impact of COVID-19~~ below. A subsidiary of Station LLC also managed Graton Resort in northern California on behalf of a Native American tribe through February 5, 2021. In addition, we are currently constructing a new casino resort on our approximately 50-acre development site at the intersection of Durango Drive and Interstate 215 in the southwest Las Vegas valley, which is expected to open in the next 18 to 24 months.

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 ~~June 30, 2021,~~March 31, 2022, we held ~~61%~~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.

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

~~Impact of COVID-19~~

During 2020, our business was negatively impacted by the COVID-19 pandemic, including the temporary state-mandated closure of all of our properties from March 17, 2020 through June 3, 2020. Although the pandemic is ongoing, on June 1, 2021, state-mandated occupancy and other operational restrictions were fully lifted, allowing us to return to pre-pandemic operating guidelines for the first time since March 2020. However, in recent weeks, there have been increases in COVID-19 cases in Las Vegas and Nevada. In late July, our properties became subject to a state-mandated rule requiring all employees and guests to wear face coverings while indoors in public spaces.

At June 30, 2021, our Texas Station, Fiesta Rancho, Fiesta Henderson and Palms Casino Resort (“Palms”) properties had not reopened. We will continue to assess the performance of the reopened properties, as well as the recovery of the Las Vegas market and the economy as a whole, before considering whether to reopen some or all of the remaining properties. We have no plans to reopen any of these properties in 2021. On May 3, 2021, we entered into an agreement to sell Palms for $650 million. See Note 2 to the Condensed Consolidated Financial Statements for additional information.

In addition, our managed property, Graton Resort, located in Northern California, was temporarily closed from March 17, 2020 through June 17, 2020 as a result of the COVID-19 pandemic. The Graton Resort management agreement was originally expected to expire in November 2020 but was extended as a result of the pandemic through February 5, 2021, when the tribe terminated the Company’s management role at the facility.

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Subsequent to the reopening of most of our properties in June 2020, we have seen favorable customer trends which continued throughout the second quarter of 2021, including strong and consistent visitation from our younger demographic, increased spend per visit, more time spent on gaming devices and the continued return of our core customers. These positive trends, in combination with business optimization and cost reduction measures implemented in the second quarter of 2020, continue to drive strong operating results since our reopening. However, we cannot predict whether these trends will continue, nor can we predict the extent to which the impacts of COVID-19 on the United States and Las Vegas economies may affect our business in the future.

~~The United States economy and the economy in the Las Vegas metropolitan area have been negatively affected by the unprecedented impacts of COVID-19.~~ A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. In ~~June 2021,~~March 2022, the unemployment rate in the Las Vegas metropolitan area was ~~9.6%~~5.0%, down from a high of 34% in April 2020. Statewide, the unemployment rate declined to ~~7.8%~~5.0% in ~~June 2021,~~March 2022, as compared to 30% in April 2020. Despite the economic impacts of the COVID-19 pandemic, the median price of an existing single-family home in Las Vegas was up ~~21%~~26.7% for ~~June 2021~~March 2022 as compared to ~~the prior year.~~March 2021. This continues a trend of significant improvement in home values in Las Vegas since 2012, with the median home price reaching another all-time high of ~~$395,000~~$460,000 in ~~June 2021~~March 2022 according to the Las Vegas Realtors®. In addition, Las Vegas remains one of the fastest growing metropolitan areas in the United States, posting a ~~1.5%~~2.4% growth rate in ~~2020. Due to uncertainties surrounding the ongoing pandemic, we~~2021. We cannot predict whether the recovery in unemployment and the positive trends in housing prices and population growth in the Las Vegas area will continue.

AsAt March 31, 2022, three of our major properties, Texas Station, Fiesta Henderson and Fiesta Rancho, had not reopened since their closure in March 2020 to comply with a statewide emergency order mandating the closure of Nevada casinos as a result of the ongoing COVID-19 ~~pandemic, related operational restrictions,~~pandemic. We will continue to assess the ~~mandatory closure~~performance of our open properties, as well as the Las Vegas market and the economy as a whole, before considering whether to reopen some or all of the remaining properties, and we have no current plans to reopen any of these properties in 2022.

Subsequent to the reopening of most of our properties in June 2020, we have seen favorable customer trends which continued throughout the first quarter of 2022, including strong and consistent visitation from ~~March 17, 2020 through June 3, 2020,~~our guests, including a younger demographic, increased spend per visit, more time spent on gaming devices and ~~the ongoing closure of four~~a return of our ~~properties, our~~core customers. These positive trends, in combination with business optimization and cost reduction measures implemented in the second quarter of 2020,

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continue to drive strong operating results ~~for~~in 2022. However, we cannot predict whether these trends will continue, nor can we predict the ~~three and six months ended June 30, 2021 and those~~extent to which the impacts of the ~~prior year periods are not comparable.~~COVID-19 pandemic and its related variants on the United States and Las Vegas economies may affect our business in the future.

The COVID-19 pandemic and its related variants have had, and may continue to have, a detrimental impact on the United States and Las Vegas economies. We have taken steps to mitigate these and potential future effects of COVID-19 and its related variants on our results of operations through a combination of streamlining our business, optimizing our marketing initiatives, and reducing expenses.

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

Key Performance Indicators

We use certain key indicators to measure our performance.

Gaming revenue measures:

•Slot handle, ~~and~~ 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 or table game drop.

As our customers are primarily Las Vegas residents, our hold percentages are generally consistent from period to period. ~~Notwithstanding the impact of the COVID-19 pandemic, fluctuations~~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 June 30,						Percent change				Six Months Ended June 30,									Percent change			Three Months Ended March 31,								Percent change
		2021			2020					2021				2020						2022					2021
Net revenues	Net revenues	$	428,157		$	108,470				294.7	%			$	780,776			$	485,858					60.7		%	Net revenues	$	401,636		$	352,619		13.9	%
Operating income (loss)		168,516			(93,661)			n/m				97,363				(90,955)					n/m
Operating income																							Operating income	130,794					(71,153)			n/m

Casino revenues	Casino revenues	304,212			75,608			302.4	%			564,150				283,875					98.7	%	Casino revenues	279,771					259,938			7.6	%
Casino expenses	Casino expenses	70,400			31,625			122.6	%			133,516				114,900					16.2	%	Casino expenses	68,866					63,116			9.1	%
Margin	Margin	76.9		%	58.2		%					76.3	%			59.5	%						Margin	75.4		%			75.7	%

Food and beverage revenues	Food and beverage revenues	64,885			14,985			333.0	%			111,757				103,316					8.2	%	Food and beverage revenues	65,699					46,872			40.2	%
Food and beverage expenses	Food and beverage expenses	48,879			22,424			118.0	%			89,936				114,910					(21.7)	%	Food and beverage expenses	53,223					41,057			29.6	%
Margin	Margin	24.7		%	(49.6)		%					19.5	%			(11.2)	%						Margin	19.0		%			12.4	%

Room revenues	Room revenues	39,150			5,491			613.0	%			61,094				45,567					34.1	%	Room revenues	36,772					21,944			67.6	%
Room expenses	Room expenses	14,650			6,402			128.8	%			25,741				27,075					(4.9)	%	Room expenses	12,482					11,091			12.5	%
Margin	Margin	62.6		%	(16.6)		%					57.9	%			40.6	%						Margin	66.1		%			49.5	%

Other revenues	Other revenues	19,640			6,446			204.7	%			35,197				27,803					26.6	%	Other revenues	19,181					15,557			23.3	%
Other expenses	Other expenses	5,983			3,058			95.7	%			11,333				12,692					(10.7)	%	Other expenses	6,370					5,350			19.1	%

Management fee revenue	Management fee revenue	270			5,940			(95.5)	%			8,578				25,297					(66.1)	%	Management fee revenue	213					8,308			n/m

Selling, general and administrative expenses	Selling, general and administrative expenses	84,090			65,232			28.9	%			163,000				166,505					(2.1)	%	Selling, general and administrative expenses	86,296					78,910			9.4	%
Percent of net revenues	Percent of net revenues	19.6		%	60.1		%					20.9	%			34.3	%						Percent of net revenues	21.5		%			22.4	%

Depreciation and amortization	Depreciation and amortization	36,160			57,924			(37.6)	%			90,415				116,458					(22.4)	%	Depreciation and amortization	33,425					54,255			(38.4)	%
Write-downs and other charges, net		1,435			15,466			n/m				1,695				24,273					n/m

Write-downs and other, net																							Write-downs and other, net	10,180					260			n/m
Asset impairment	Asset impairment	(1,956)			—			n/m				167,777				—					n/m		Asset impairment	—					169,733			n/m
Interest expense, net	Interest expense, net	(25,614)			(33,980)			(24.6)	%			(52,881)				(70,038)					(24.5)	%	Interest expense, net	26,674					27,267			(2.2)	%
Gain (loss) on extinguishment/modification of debt, net		—			11,164			n/m				(8,140)				(247)					n/m
Change in fair value of derivative instruments		(86)			(1,250)			n/m				(214)				(21,260)					n/m
Loss on extinguishment of debt																							Loss on extinguishment of debt	—					8,140			n/m
Provision for income tax	Provision for income tax	(581)			—			n/m				(798)				(113,185)					n/m		Provision for income tax	12,719					217			n/m
Net income (loss) attributable to noncontrolling interests	Net income (loss) attributable to noncontrolling interests	56,636			(46,875)			n/m				14,851				(72,476)					n/m		Net income (loss) attributable to noncontrolling interests	43,899					(41,785)			n/m
Net income (loss) attributable to Red Rock	Net income (loss) attributable to Red Rock	86,714			(71,542)			n/m				21,936				(223,741)					n/m		Net income (loss) attributable to Red Rock	48,346					(64,778)			n/m

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

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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 Native American management segment are discussed in the section entitled “Management Fee Revenue” below and the results of our Las Vegas operations are discussed in the remaining sections below.

Net Revenues. Net revenues for the three ~~and six~~ months ended ~~June 30, 2021 were higher than~~March 31, 2022 increased by $49.0 million as compared to the ~~comparable~~ prior year periods as we continued to recover from the negative effects of the COVID-19 pandemic. As described above, all of our properties were closed for part of the first quarter of 2020 and most of the second quarter of 2020.period. Net revenues were higher across all revenue categories except management fee revenue, ~~despite~~which decreased as

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we ceased to manage Graton Resort in February 2021. The improvement in net revenues was due to our continued recovery from the ~~continuation~~negative effects of the COVID-19 pandemic, ~~and~~despite the ongoing closure of ~~four~~three of our properties.

Operating Income (Loss). For the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, our operating income was ~~$168.5~~$130.8 million ~~and $97.4~~as compared to an operating loss of $71.2 million ~~respectively.~~for the prior year period. Our strong performance and the overall customer trends for the current year ~~periods~~period are consistent with the trends we have seen since our reopening in June 2020. For the ~~six~~three months ended ~~June 30,~~March 31, 2021, our operating ~~income~~loss was ~~negatively impacted by~~primarily due to a ~~$167.8~~$169.7 million asset impairment charge associated with ~~the pending sale of~~ Palms Casino Resort (“Palms”), which ~~is expected to be completed before the end of~~was sold in December 2021. For the three and six months ended June 30, 2020, we incurred operating losses of $93.7 million and $91.0 million, respectively, as all of our properties were closed for part of the first quarter of 2020 and most of the second quarter of 2020. Additional information about factors impacting our operating income (loss) is discussed below.

Casino. ~~For~~Casino revenue increased by 7.6% and casino expense increased by 9.1% for the three ~~and six~~ months ended June 30, 2021, casino revenue was higher than the comparable prior year periods, as all of our properties were closed for part of the first quarter of 2020 and most of the second quarter of 2020. For the three and six months ended June 30, 2021March 31, 2022 as compared to the prior year ~~periods, slot~~period due to increased volume across all major categories of casino operations. Slot handle ~~was up 296% and 77%~~increased by 6.9%, ~~respectively, and~~ table games drop ~~was up 248%~~increased by 17.2%, and ~~54%, respectively. Subsequent to reopening on June 4, 2020, we have experienced higher revenue~~race and ~~volume across all categories of~~sports write increased by 31.5%. The increase in casino ~~operations as a result of strong and consistent visitation from our younger demographic and the continued return of our core customers. Casino expenses~~expense for the three ~~and six~~ months ended ~~June 30, 2021 were higher than the prior year periods~~March 31, 2022 was commensurate with the increased casino volume and included higher ~~revenues, primarily~~ gaming ~~taxes.~~taxes and employee-related costs.

Food and Beverage. Food and beverage includes revenue and expenses from our restaurants, bars and catering. For the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, food and beverage revenue ~~was higher than~~increased by 40.2% and food and beverage expense increased by 29.6%, as compared to the prior year ~~periods,~~period, primarily due to an increase in catering and group business as ~~all of our properties were closed for part of the first quarter of 2020 and most of the second quarter of 2020. Since June 4, 2020, all of our restaurants~~well as higher food revenue at our ~~open properties are operating, with~~restaurants. For the ~~exception of the buffets, which we expect to remain closed.~~prior year period, certain state-mandated occupancy and other operational restrictions had a negative impact on our food and beverage operations. For the three months ended ~~June 30, 2021,~~March 31, 2022, the number of restaurant guests served increased by ~~344%, primarily because all of our properties were closed for most of the second quarter of 2020,~~8.4% and the average guest check increased by 4%25.1% as compared to the prior year period. ~~Food~~The increase in food and beverage ~~expenses~~expense for the three months ended ~~June 30, 2021 were higher than the prior year period~~March 31, 2022 was commensurate with the ~~higher revenue. For the six months ended June 30, 2021, the number of restaurant guests served~~ increased by 51% and the average guest check increased by 4% as compared to the prior year period, excluding the buffets. During the current year periods, the progressive easing of state-mandated occupancy and other operational restrictions has had a positive impact on our food and beverage ~~operations.~~revenue and included higher employee-related costs and costs of sales.

Room. Information about our hotel operations is presented below:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
		2021			2020			2021			2020				2022			2021
Occupancy	Occupancy	82.0		%	53.7		%	71.1		%	76.8		%	Occupancy	77.0		%	60.1		%
Average daily rate	Average daily rate	$	151.94		$	104.89		$	137.32		$	128.58		Average daily rate	$	167.97		$	117.07
Revenue per available room	Revenue per available room	$	124.55		$	56.36		$	97.65		$	98.72		Revenue per available room	$	129.29		$	70.35

For the three ~~and six~~ months ended ~~June 30, 2021, room revenue was higher than~~March 31, 2022 as compared to the prior year ~~periods as all of our properties were closed for part of the first quarter of 2020 and most of the second quarter of 2020. Our~~period, room revenue ~~has been increasing~~increased by 67.6% and room expense increased by 12.5%, as domestic travel and demand ~~began to recover~~recovered from the effects of the pandemic. ~~Room expenses~~Our ADR increased by 43.5%, our revenue per available room improved by 83.8% and our occupancy rate increased by 16.9 percentage points for the three months ended ~~June 30, 2021 were higher than~~March 31, 2022 as compared to the prior year ~~period as all of our properties were closed for part of~~period. Room expense increased commensurate with the first quarter of 2020 and most of the second quarter of 2020. For the six months ended June 30, 2021, room expenses were lower than the prior year period, primarily due to the ongoing closure of four of our properties.increased occupancy.

Other. Other primarily represents revenues from tenant leases, retail outlets, bowling, spas, ~~entertainment~~ and ~~other,~~entertainment, and their corresponding expenses. For the three months ended ~~June 30, 2021,~~March 31, 2022, other revenues and other expenses ~~were higher as~~

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~~compared to the prior year period. For the six months ended June 30, 2021, other revenues were higher~~increased 23.3% and ~~other expenses were lower~~19.1%, respectively, as compared to the prior year ~~period. The increases in~~period, reflecting an easing of customers’ pandemic-related concerns. For the ~~current~~prior year ~~periods~~period, our results were ~~primarily the result of all of our properties being closed for part of the first quarter of 2020 and most of the second quarter of 2020. The progressive easing of~~negatively impacted by state-mandated occupancy, social distancing and other ~~restrictions through June 1, 2021 increased our ability to offer non-gaming amenities, such as movie theaters, at our reopened properties.~~restrictions.

Management Fee Revenue. ~~Management fee revenue~~For the three months ended March 31, 2022, management fees represented fees earned from the management of our joint ventures. For the prior year period, management fees primarily ~~represents~~represented fees earned from our agreement with a Native American tribe to manage Graton ~~Resort. For the three and six months ended June 30, 2021, management fee revenue was lower as compared~~Resort, which we ceased to ~~the prior year periods due to the termination of the Graton Resort management agreement by the tribe~~manage on February 5, 2021.

Selling, General and Administrative (“SG&A”). For the three months ended ~~June 30, 2021,~~March 31, 2022, SG&A expenses ~~were higher than~~increased by 9.4% or $7.4 million as compared to the prior year ~~period as all~~period. The increase in SG&A expenses was primarily due to higher legal and employee-related costs. As a percentage of ~~our properties were closed~~net revenue, SG&A expenses decreased by 0.9% for ~~part of~~ the ~~first quarter of 2020 and most of the second quarter of 2020. For the six~~three months ended ~~June 30, 2021 SG&A expenses were lower than~~March 31, 2022 as compared to the prior year ~~period primarily due to cost reduction measures and the ongoing closure of the four properties.~~period.

Depreciation and Amortization. For the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, depreciation and amortization expense decreased by ~~37.6% and 22.4%, respectively,~~38.4% as compared to the prior year ~~periods. As a result of the pending disposal of Palms,~~period as we ceased recognizing depreciation and amortization expense for Palms in the second quarter of 2021 when the property aswas reclassified to assets held for sale. The sale of ~~April 1,~~Palms was completed in December 2021. Depreciation expense also decreased due to certain assets becoming fully depreciated. ~~Amortization expense decreased primarily due to the Graton Resort management agreement becoming fully amortized in the fourth quarter~~

Table of ~~2020.~~Contents

Write-downs and Other, ~~Charges,~~ net. Write-downs and other, ~~charges,~~ net include gains and losses on asset disposals, severance, preopening, ~~and redevelopment,~~ business innovation and technology enhancements, contract termination costs and non-routine expenses. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022, write-downs and other, net totaled $10.2 million, which included $6.7 million in artist performance agreement termination costs associated with Palms. For the three months ended March 31, 2021, write-downs and other, ~~charges,~~ net totaled $1.4 million and $1.7 million, respectively. For the three and six months ended June 30, 2020, write-downs and other charges, net totaled $15.5 million and $24.3 million, respectively, which included net losses on asset disposals, severance, incremental expenses related to the COVID-19 pandemic, and contract termination costs and other expenses related to various technology projects.$0.3 million.

Asset Impairment. For the ~~six~~three months ended ~~June 30,~~March 31, 2021, we recorded an asset impairment charge of ~~$167.8~~$169.7 million to reduce the carrying amount of Palms to its estimated fair value less cost to sell as a result of entering into a purchase agreement to sell the property at a price less than its carrying amount. ~~See Note 2 to the Condensed Consolidated Financial Statements for additional information.~~The sale was completed in December 2021.

Interest Expense, net. Interest expense, net decreased to ~~$25.6 million and $52.9~~$26.7 million for the three ~~and six~~ months ended ~~June 30, 2021, respectively,~~March 31, 2022 as compared to ~~$34.0~~$27.3 million ~~and $70.0 million, respectively,~~ for the ~~same periods in 2020.~~prior year period. The ~~decreases~~slight decrease in interest expense ~~were~~was primarily due to lower average outstanding ~~indebtedness. In addition,~~indebtedness and the ~~variable~~redemption of the fixed rate 5.00% Senior Notes in 2021. Variable interest rates applicable to our credit facility ~~declined beginning in February 2020 and~~ have remained very low ~~through June 30, 2021~~since February 2020 in response to the pandemic. However, interest rates began increasing in the first quarter of 2022, and we expect rates may continue to increase in response to economic ~~and growth uncertainty in the financial markets due to the COVID-19 pandemic.~~conditions. Additional information about long-term debt is included in Note 65 to the Condensed Consolidated Financial Statements.

~~Gain (Loss)~~Loss on ~~Extinguishment/Modification~~Extinguishment of ~~Debt, net.~~Debt. For the ~~six~~three months ended ~~June 30,~~March 31, 2021, we recognized a loss of $8.1 million as a result of the partial redemption of the 5.00% Senior Notes. ~~See Note 6 for additional information. For the three months ended June 30, 2020, we recognized gains totaling $12.0 million on repurchases~~The remaining aggregate principal amount of $65.4 million of our 4.50% and 5.00% Senior Notes, and for the six months ended June 30, 2020, we also recognized a $12.5 million loss on an amendment to our credit facility completed in February 2020.

~~Change in Fair Value of Derivative Instruments.~~ ~~During the three and six months ended June 30, 2021, we recognized net losses of $0.1 million and $0.2 million, respectively,~~these notes was redeemed in the ~~fair value~~fourth quarter of our interest rate swaps, as compared to net losses of $1.3 million and $21.3 million, respectively, for the prior year periods. Losses in the prior periods were primarily due to downward movements in the forward interest rate curve. Our two remaining interest rate swaps expired in July 2021.

Provision for Income Tax. For the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, we recognized a provision for income tax ~~expense~~ of ~~$0.6 million and $0.8 million, respectively.~~$12.7 million. 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 ~~nor~~or benefit from a taxable ~~loss. Due to these factors,~~loss, and therefore our effective tax ~~rates~~rate of ~~0.4% and 2.1%~~12.1% for the three ~~and six~~ months ended ~~June 30, 2021, respectively, were~~March 31, 2022 was less than the statutory rate. We recognized income tax expense of ~~$113.2~~$0.2 million for the ~~six~~three months

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ended ~~June 30, 2020, primarily related to the establishment of a full valuation allowance on our deferred tax assets due to the uncertainty of realizing the tax benefits.~~March 31, 2021.

Net Income (Loss) Attributable to Noncontrolling Interests. Net income (loss) attributable to noncontrolling interests for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ represented the portion of net income (loss) attributable to the ownership interest in Station Holdco not held by us.

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Adjusted EBITDA

Adjusted EBITDA for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ for our two reportable segments and a reconciliation of net income (loss) to Adjusted EBITDA are presented below (amounts in thousands). The Las Vegas operations segment includes all of our Las Vegas area casino properties and the Native American management segment includes our Native American management arrangement.


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Net revenues	Net revenues									Net revenues
Las Vegas operations	Las Vegas operations	$	426,410	$	101,020	$	769,227	$	457,485	Las Vegas operations	$	399,730	$	342,817
Native American management	Native American management	—		5,894		8,087		25,154		Native American management	—		8,087
Reportable segment net revenues	Reportable segment net revenues	426,410		106,914		777,314		482,639		Reportable segment net revenues	399,730		350,904
Corporate and other	Corporate and other	1,747		1,556		3,462		3,219		Corporate and other	1,906		1,715
Net revenues	Net revenues	$	428,157	$	108,470	$	780,776	$	485,858	Net revenues	$	401,636	$	352,619

Net income (loss)	Net income (loss)	$	143,350	$	(118,417)	$	36,787	$	(296,217)	Net income (loss)	$	92,245	$	(106,563)
Adjustments	Adjustments									Adjustments
Depreciation and amortization	Depreciation and amortization	36,160		57,924		90,415		116,458		Depreciation and amortization	33,425		54,255
Share-based compensation	Share-based compensation	3,373		3,589		6,114		7,642		Share-based compensation	3,505		2,741
Write-downs and other charges, net		1,435		15,466		1,695		24,273

Write-downs and other, net										Write-downs and other, net	10,180		260
Asset impairment	Asset impairment	(1,956)		—		167,777		—		Asset impairment	—		169,733
Losses from assets held for sale		1,441		—		1,441		—
Interest expense, net	Interest expense, net	25,614		33,980		52,881		70,038		Interest expense, net	26,674		27,267
(Gain) loss on extinguishment/modification of debt, net		—		(11,164)		8,140		247
Change in fair value of derivative instruments		86		1,250		214		21,260
Loss on extinguishment of debt										Loss on extinguishment of debt	—		8,140
Provision for income tax	Provision for income tax	581		—		798		113,185		Provision for income tax	12,719		217
Other	Other	73		121		544		163		Other	—		599
Adjusted EBITDA	Adjusted EBITDA	$	210,157	$	(17,251)	$	366,806	$	57,049	Adjusted EBITDA	$	178,748	$	156,649

Adjusted EBITDA	Adjusted EBITDA									Adjusted EBITDA
Las Vegas operations	Las Vegas operations	$	222,589	$	(12,095)	$	383,269	$	56,390	Las Vegas operations	$	194,604	$	160,680
Native American management	Native American management	—		5,207		7,604		22,808		Native American management	(2,196)		7,604
Corporate and other	Corporate and other	(12,432)		(10,363)		(24,067)		(22,149)		Corporate and other	(13,660)		(11,635)
Adjusted EBITDA	Adjusted EBITDA	$	210,157	$	(17,251)	$	366,806	$	57,049	Adjusted EBITDA	$	178,748	$	156,649

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 (loss), 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 (loss) plus depreciation and amortization, share-based compensation, write-downs and other, ~~charges,~~ net, asset impairment, ~~losses from assets held for sale,~~ interest expense, net, ~~(gain)~~ loss on ~~extinguishment/modification~~extinguishment of debt, ~~net, change in fair value of derivative instruments,~~ 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,

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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. ~~In addition, it~~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 ~~5.00%~~4.50% Senior Notes and ~~4.50%~~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 ~~June 30, 2021,~~March 31, 2022, 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 ~~$0.1~~$18.3 million and $92.5 million of deferred tax assets, net that isare solely ~~an asset~~assets of the Holding Company, as well as liabilities that are solely the Holding Company’s, consisting of income tax payable of $4.8 million, a ~~$28.0~~$27.2 million liability under the TRA, of which $6.7 million is expected to be paid in the next twelve months, and $3.3 million of other net liabilities. At December 31, 2021, the Holding Company had cash of $3.3 million, $98.6 million of deferred tax assets, net, income tax payable of $0.7 million, a $27.2 million noncurrent liability under the TRA and ~~$0.7 million of other current liabilities. At December 31, 2020, the Holding Company had a $27.4 million noncurrent liability under the TRA and $0.6~~$1.2 million of other net current liabilities.

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, the Holding Company recognized net losses of ~~$0.6~~$12.7 million and ~~$0.8~~$0.2 million, respectively, ~~due to~~primarily representing provision for income tax. For the three months ended June 30, 2020, the Holding Company recognized no net income or loss, and for the six months ended June 30, 2020, the Holding Company recognized a net loss of $113.2 million, primarily due to a provision for income tax to establish a full valuation allowance against its deferred tax assets.

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, ~~2020.~~2021.

At ~~June 30, 2021,~~March 31, 2022, we had ~~$91.0~~$336.6 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 ~~June 30, 2021,~~March 31, 2022, Station LLC’s borrowing availability was ~~$970.7 million,~~$1.0 billion, which was net of ~~$31.0 million in outstanding borrowings and~~ $29.4 million in outstanding letters of credit and similar obligations. ~~We repaid the outstanding borrowings of $31.0 million subsequent to June 30, 2021.~~

Our primary capital requirements for the near term are expected to be related to the operation and maintenance of our properties, ~~and~~ debt service ~~payments.~~payments and construction costs for Durango. Our anticipated uses of cash for the remainder of ~~2021~~2022 include (i) approximately $335.0 million to $460.0 million for capital expenditures, including the development of Durango, (ii) required principal and interest payments on Station LLC’s indebtedness totaling ~~$12.9~~$19.4 million and ~~$45.9~~$77.4 million, respectively, ~~and~~(iii) dividends to our Class A common stockholders, including approximately ~~$65.0~~$15.4 million to ~~$75.0 million for maintenance~~be paid in June 2022, and ~~investment capital expenditures. In addition, we anticipate making additional cash~~(iv) distributions ~~which we refer~~ to asnoncontrolling interest holders of Station Holdco, including “tax distributions” ~~to the holders of LLC Units. We anticipate~~ that ~~these tax distributions will~~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. ~~In May 2020, we suspended the payment~~

As of ~~dividends until further notice.~~

~~In February 2019,~~September 2021, our board of directors approved an equity repurchase program authorizing the repurchase of up to an aggregate of ~~$150~~$300 million of our Class A common ~~stock. In February 2021, our board of directors approved an extension of the equity repurchase program~~stock through December 31, 2022. 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

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discretion from time to time through open market purchases, negotiated transactions or tender offers, depending on market conditions and other factors. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we repurchased ~~1,065,030~~184,793 shares of our Class A common stock in open market transactions at a weighted-average price of ~~$35.51~~$47.77 per share, and we have ~~$109.4~~$145.6 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 ~~repurchase~~repurchases will be based on business and market conditions, capital availability, compliance with debt covenants and other considerations.

We expect that cash on hand, cash generated from operations and, to the extent necessary, borrowings available under the credit facility, will be sufficient to fund our operations and capital requirements and service our outstanding indebtedness

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for the next twelve months. We regularly assess our projected capital 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, all of which may be adversely impacted by the ongoing COVID-19 pandemic.~~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):


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Net cash provided by (used in):	Net cash provided by (used in):					Net cash provided by (used in):
Operating activities	Operating activities	$	312,583	$	(56,415)	Operating activities	$	157,465	$	119,760
Investing activities	Investing activities	(35,601)		(39,833)		Investing activities	(40,131)		(16,252)
Financing activities	Financing activities	(306,901)		237,817		Financing activities	(56,049)		(106,629)

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 paid 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 ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, net cash provided by operating activities was ~~$312.6~~$157.5 million as compared to ~~net cash used in operating activities of $56.4~~$119.8 million for the prior year period. For the current year period, an increase in gaming revenues and favorable customer trends ~~and cost reduction measures implemented in the second quarter of 2020~~ continue to drive strong operating results. For the six months ended June 30, 2020, operating cash flows were negatively impacted by the onset of the COVID-19 pandemic, including the mandatory temporary closure of all of our properties from March 17, 2020 through June 3, 2020.

Cash Flows from Investing Activities

For the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ cash paid for capital expenditures totaled ~~$20.1~~$38.9 million and ~~$41.3~~$8.0 million, respectively. Capital expenditures for the current year period included amounts related to the Durango project.

Cash Flows from Financing Activities

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we ~~redeemed $250.0~~paid $15.8 million in ~~outstanding principal amount~~dividends to Class A common stockholders and $21.8 million in cash distributions to the noncontrolling interest holders of ~~the 5.00% Senior Notes and~~Station Holdco. We also paid ~~a redemption premium of $6.3 million. In addition, we paid $37.8~~$8.8 million to repurchase ~~1,065,030~~184,793 shares of our Class A common stock pursuant to our equity repurchase program and $2.0 million to repurchase Class A shares in satisfaction of tax withholding obligations on vested restricted stock.

During the three months ended March 31, 2021, we incurred net borrowings under the revolving credit facility of $175.0 million, which were used, along with cash on hand, to redeem $250.0 million in outstanding principal amount of the 5.00% Senior Notes and to pay a redemption premium of $6.3 million. In addition, during the three months ended March 31, 2021, we paid $11.2 million to repurchase 382,602 shares of our Class A common stock pursuant to our equity repurchase program. We also paid cash tax distributions of ~~$31.4~~$7.6 million to ~~the~~ noncontrolling interest holders of Station Holdco during the ~~period.~~

~~During the six months ended June 30, 2020, we reduced our net borrowings under the revolving credit facility by $92.5 million~~period and ~~we issued $750.0 million in principal amount of 4.50% Senior Notes. In addition, we repaid $332.5 million of outstanding borrowings under our term loans and we paid $53.4~~$2.8 million to ~~repurchase $66.4 million in principal amount of our outstanding indebtedness, primarily our senior notes. We also paid $7.1 million in dividends to Class A common shareholders~~

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~~and $4.6 million in cash distributions to the~~a noncontrolling interest ~~holders of Station Holdco, as well as $21.9 million in fees~~holder unaffiliated with Red Rock who exchanged 100,000 Class B common stock and ~~costs related to the February 2020 amendment of the credit facility and the issuance of the 4.50% Senior Notes.~~LLC Units for cash.

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 ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, 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 December 31, ~~2020.~~ 2021.

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We believe that as of ~~June 30, 2021,~~March 31, 2022, Station LLC was in compliance with the covenants contained in the credit facility and the indentures governing the senior notes. ~~However, the ongoing impacts of the COVID-19 pandemic on our business, operations and results of operations may negatively impact our ability to remain in compliance with such covenants.~~

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 ~~the COVID-19 pandemic, measures implemented to curtail its spread,~~ changes in the economy, discretionary spending, ~~and~~ consumer confidence ~~have a protracted negative effect on~~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 resulting from the COVID-19 ~~related preventative or protective actions.~~pandemic.

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 ~~will~~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 ~~June 30, 2021,~~March 31, 2022, 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. ~~Our derivative instruments comprised interest rate swaps as described in Note 7 to the Condensed Consolidated Financial Statements.~~ At ~~June 30, 2021,~~March 31, 2022, we had outstanding letters of credit and similar obligations totaling $29.4 million.

Inflation

Our business has begun to experience the impact of increased inflationary pressure. 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 and adjusting prices.

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 43 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 1,~~November 16, 2021. 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.

In January 2020, the Clark County Education Association (“CCEA”) filed a ballot initiative to increase the Nevada gaming tax by three percentage points, from 6.75 percent to 9.75 percent. CCEA subsequently withdrew the petition and no longer supports it; however, the Nevada Secretary of State has taken the position that a petition cannot be withdrawn from the ballot following signature qualification. CCEA initiated a legal challenge against the Secretary of State to compel the withdrawal of the initiative. CCEA prevailed at the district court level, but the Secretary of State has appealed to the Nevada Supreme Court. If the initiative is not withdrawn, it will be voted on during the November 8, 2022, general election. If the voters approve the ballot initiative, the gaming tax increase would become effective on January 1, 2023.

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Description of Certain Indebtedness

A description of our indebtedness is included in Note 7 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and Note 65 to the Condensed Consolidated Financial Statements. ~~Other than the partial redemption of our 5.00% Senior Notes as described therein, there~~There were no material changes to the terms of our indebtedness during the ~~six~~three months ended ~~June 30, 2021.~~

~~Derivative and Hedging Activities~~

~~A description of our derivative and hedging activities is included in Note 7 to the Condensed Consolidated Financial Statements.~~March 31, 2022.

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, ~~2020.~~2021. There were no material changes to our critical accounting policies and estimates during the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

Forward-looking Statements

The outbreak of COVID-19 resulted in the closure of all of our casino properties and all other casino properties located in Nevada from March 17, 2020 through June 3, 2020. We reopened the majority of our properties on June 4, 2020, but certain of our properties will remain closed until we determine when and if to reopen them based on our analysis of a number of factors, including the health of the economy as a whole, the health of the Las Vegas economy, customer demand and expense of operating the properties. Although restrictions on operations to implement social distancing and other health and safety protocols were progressively lifted through June 1, 2021, ~~certain restrictions have since been reimposed,~~ and a rule added in late July 2021 requiring all employees and guests to wear face coverings while indoors in public spaces was lifted on February 10, 2022, there is no guarantee that additional measures will not be re-implemented in ~~connection with rising cases of COVID-19.~~the future. The outbreak of COVID-19 and measures to ~~implement social distancing~~reduce its spread have caused, and ~~will likely~~may continue to cause, widespread unemployment and significant disruptions in the United States economy generally and the Las Vegas economy in particular, which could adversely impact our business.

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 includes, without limitation, ~~our ability to consummate the sale of Palms on the timeline and terms described herein; the extent and duration of~~ the impact of the COVID-19 pandemic on ~~the Company’s~~our business, financial results and liquidity; the duration of the closure of ~~the Company’s~~our properties that we have not reopened; ~~the impact of actions that the Company has undertaken to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 pandemic;~~ 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, 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. 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, ~~2020.~~

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~~LIBOR is expected to be discontinued after~~ 2021. The interest rate per annum applicable to loans under our credit facility is, at our option, either LIBOR plus a margin or a base rate plus a margin. The credit facility permits the administrative agent to approve a comparable or successor base rate in the event that LIBOR is discontinued, but there can be no assurances as to what the alternative base rate may be and whether such base rate will be more or less favorable than LIBOR or any other unforeseen impacts of the potential discontinuation of LIBOR. We intend to continue monitoring the developments with respect to the potential phasing out of LIBOR after 2021 and are working with our lenders to ensure the transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

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 ~~June 30, 2021.~~March 31, 2022. 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 ~~June 30, 2021,~~

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March 31, 2022, the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, and are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

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, ~~2020.~~2021.

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

Issuer Purchases of Equity Securities

The following table presents Class A share repurchases, including those we have made pursuant to our equity repurchase program as well as those withheld in satisfaction of tax withholding obligations on vested restricted stock. The Class A shares were retired upon repurchase.

For the Month Ended Total Number of Shares Purchased
Average Price Paid per Share (1)
Total Number of Shares Purchased as Part of a Publicly Announced Program (2)
Approximate Dollar Value That May Yet Be Purchased Under the Program
April 30, 2021 — $ — — $ 135,931,259
May 31, 2021 617,428 38.36 617,428 112,246,665
June 30, 2021 65,000 44.48 65,000 109,355,153
Totals 682,428 $ 38.94 682,428


For the Month Ended	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of a Publicly Announced Program (2)	Approximate Dollar Value That May Yet Be Purchased Under the Program (2)
January 31, 2022	—	$	—	—	$	154,427,339
February 28, 2022	216,007	48.19		184,793	145,599,668
March 31, 2022	8,644	42.12		—	145,599,668
Totals	224,651	$	41.45	184,793

(1) Excludes commissions.

~~Table~~(2) As of ~~Contents~~

~~(2) In February 2019,~~September 2021, our board of directors had approved an equity repurchase program authorizing the repurchase of up to an aggregate of ~~$150~~$300 million of our Class A common ~~stock. In February 2021, the board of directors extended its approval of the equity repurchase program~~stock through December 31, 2022.

Item 3. Defaults Upon Senior Securities—None.

Item 4. Mine Safety Disclosures—None.

Item 5. Other Information—None.

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Item 6. Exhibits

(a)Exhibits

No. 10.1—~~Interest Purchase~~Employment Agreement, dated as of ~~May~~March 3, ~~2021, by and~~2022, among ~~RRR Palms LLC,~~ ~~a Nevada limited liability company,~~ Red Rock Resorts, Inc., Station Casinos LLC ~~SMGHA Nevada,~~and Scott Kreeger. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed March 9, 2022.)†

No. 10.2—Employment Agreement Amendment Letter, dated as of March 5, 2022 among Red Rock Resorts, Inc., Station Casinos LLC and Frank J. Fertitta III.†

No. 10.3—Employment Agreement Amendment Letter, dated as of March 5, 2022 among Red Rock Resorts, Inc., ~~a Nevada limited liability company,~~Station Casinos LLC and ~~Yuhaviatam,~~Lorenzo J. Fertitta.†

No. 10.4—Employment Agreement Amendment Letter, dated as of March 5, 2022 among Red Rock Resorts, Inc., Station Casinos LLC and Stephen L. Cootey.†

No. 10.5—Employment Agreement Amendment Letter, dated as of March 5, 2022 among Red Rock Resorts, Inc., a Station Casinos LLC and Jeffrey T. Welch.~~California~~ ~~limited liability company~~.†

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)

† Management contract or compensatory plan or arrangement.

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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:	~~August~~May 6, ~~2021~~2022	/s/ STEPHEN L. COOTEY
		Stephen L. Cootey Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

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	June 30, 2021		December 31, 2020		Level of Fair Value Hierarchy
Liabilities
Interest rate swaps	$	452	$	11,758	Level 2 - Significant unobservable inputs